Selected Transactions Analysis. Goldman Sachs reviewed and compared certain publicly available information relating to the selected acquisition transactions listed below announced since 2013 in which the target company had an asset value of $5 billion or more and involving target companies in the banking and thrift industry. October 30, 2015 First Niagara Financial Group, Inc. KeyCorp October 29, 2015 Astoria Financial Corporation New York Community Bancorp, Inc. August 17, 2015 National Penn Bancshares, Inc. BB&T Corporation January 22, 2015 City National Corporation Royal Bank of Canada November 12, 2014 Susquehanna Bancshares, Inc. BB&T Corporation September 11, 2013 Sterling Financial Corporation Umpqua Holdings Corporation July 15, 2013 Taylor Capital Group, Inc. MB Financial, Inc. Although none of the target companies in the selected transactions are directly comparable to FirstMerit and none of the selected transactions are directly comparable to the proposed transaction, the selected transactions were chosen because the target companies were publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of FirstMerit, and as such, for purposes of the analysis, the selected transactions may be considered similar to the proposed transaction. Goldman Sachs calculated and compared with respect to each of the selected transactions and the proposed transaction: • the implied premia represented by the implied value of the consideration per target company share paid in the transaction relative to the last undisturbed closing share price for the target company prior to the announcement of the applicable transaction; • the implied value of the consideration per target company share paid in the transaction as a multiple of the target company’s estimated EPS for its first full fiscal year after the announcement of the applicable transaction, or “Consideration/FY + 1 EPS”; and • the implied value of the consideration per target company share paid in the transaction as a multiple of SBV per share, or the “Consideration/SBV per share”, and as a multiple of TBV per share, or “Consideration/TBV per share” of the target company as of the last full fiscal quarter prior to the announcement of the applicable transaction. For purposes of its calculations, Goldman Sachs used estimates for EPS for each target company’s first full fiscal year after the announcement of the applicable transaction reflecting the most recent median estimates for such c...
Selected Transactions Analysis. Xxxxxxxx Xxxxx considered certain financial terms of certain transactions involving target companies that Xxxxxxxx Xxxxx deemed relevant. With respect to MBI, the financial data reviewed included transaction value as a multiple of total revenue for the last twelve months available prior to the date of announcement, or “LTM total revenue,” and the selected transactions and resulting low, high, median and mean financial data included the following: 8/10/2021 . . . . . . . . . . . . . . . . . Environmental Impact Acquisition Corp GreenLight Biosciences, Inc 5/31/2021 . . . . . . . . . . . . . . . . . Best Crop Science LLP Best Agrolife Limited 3/7/2021 . . . . . . . . . . . . . . . . . . IsagroSp A. Crop Xxxxxxx Limited 8/8/2019 . . . . . . . . . . . . . . . . . . Pro Farm Technologies OY Xxxxxxx Bio Innovations, Inc 7/20/2018 . . . . . . . . . . . . . . . . . Arysta LifeScience Corporation UPL Corporation Limited 10/23/2017 . . . . . . . . . . . . . . . . Portfolio of Crop Protection Products Nufarm Limited 3/31/2017 . . . . . . . . . . . . . . . . . Certain Assets Relating to Crop Protection Business FMC Corporation
Selected Transactions Analysis. Qatalyst Partners compared thirteen selected public company transactions involving companies in the software industry announced between August 2011 and June 2019, including transactions involving companies participating in similar lines of business to Slack, having similar business models, having similar financial performance, or having other relevant or similar characteristics. These transactions are listed below: June 10, 2019 Tableau Software, Inc. xxxxxxxxxx.xxx, inc. 13.2x 10.9x February 4, 2019 The Ultimate Software Group, Inc. Xxxxxxx & Xxxxxxxx 10.0x 8.4x October 28, 2018 Red Hat, Inc. International Business Machines Corporation 10.6x 9.3x October 15, 2018 SendGrid, Inc. Twilio Inc. 14.3x 11.5x March 20, 2018 MuleSoft, Inc. xxxxxxxxxx.xxx, inc. 21.8x 15.7x January 29, 2018 Callidus Software Inc. SAP SE 9.8x 8.3x December 17, 2017 Aconex Limited Oracle Corporation 9.4x 8.1x July 28, 2016 NetSuite Inc. Oracle Corporation 11.8x 9.1x June 1, 2016 Demandware, Inc. xxxxxxxxxx.xxx, inc. 11.2x 8.9x September 18, 2014 Concur Technologies, Inc. SAP SE 12.6x 10.2x December 20, 2012 Eloqua, Inc. Oracle Corporation 9.8x 8.2x December 3, 2011 SuccessFactors, Inc. SAP SE 10.9x 8.7x August 18, 2011 Autonomy Corporation plc Hewlett-Packard Company 11.8x 9.6x For each of the transactions listed above, Qatalyst Partners reviewed, among other things, the implied fully-diluted enterprise value of the target company as a multiple of analyst estimates of the next-12-months revenue of the target company. Based on the analysis of such metrics for the transactions noted above, Qatalyst Partners selected a representative range of 10.0x to 20.0x applied to Slack’s estimated next-12-months revenue (calculated as the four quarters ending on July 31, 2021 and based on the analyst projections). Based on the same fully diluted share count as used in the above discounted cash flow analysis (with the exception of assuming cash settlement of the convertible notes with an assumed make-whole adjustment and cash settlement of the capped calls based on a Black-Scholes option calculation model, each based on an assumed March 15, 2021 closing date for the mergers), this analysis implied a range of values for Slack’s common stock of approximately $17.95 to $33.15 per share of Slack Class A common stock. Qatalyst Partners noted that the implied value of the consideration to be received by Slack stockholders pursuant to the merger agreement was $45.86 per share of Slack Class A common stock, ...
Selected Transactions Analysis. Griffin reviewed publicly available information as reported by SNL Financial related to acquisitions announced between January 1, 2013 and July 31, 2015 of (a) banks and bank holding companies with between $750 million and $20 billion in total assets, NPAs as a percentage of total assets less than 3.0%, and ROAA in excess of 0.50% and (b) nationwide for which the deal value was between $250 million and $700 million. For each transaction referred to below, Griffin derived and compared, among other things, the following implied ratios:
Selected Transactions Analysis. Using publicly available information, Jefferies analyzed the premiums offered in ten selected comparable mergers announced since January 2013, which are collectively referred to as the selected comparable transactions: 05/10/19 IFM Global Infrastructure Fund Buckeye Partners LP 08/29/17 Zenith Energy Inc. Arc Logistics Partners L.P. 05/18/17 Energy Transfer Partners PennTex Midstream Partners 09/06/16 Enbridge, Inc. Spectra Energy Corp. 07/13/15 MPLX LP MarkWest Energy Partners LP 11/12/14 Enterprise Products Partners L.P. Oiltanking Partners L.P. 10/13/14 Targa Resources Partners LP Atlas Energy L.P. 10/10/13 Regency Energy Partners PVR Partners 05/06/13 Inergy Midstream Crestwood Midstream Partners 01/29/13 Xxxxxx Xxxxxx Energy Partners L.P. Copano Energy, L.L.C. For each of the selected comparable transactions, Jefferies calculated the premium represented by the offer price over the target company’s closing unit or share price one trading day, seven trading days and 30 trading days prior to the transaction’s announcement. The analysis indicated the following premiums for those time periods prior to announcement: 1 Trading Day 25.2% 19.1% 16.6% 14.6% 7 Trading Days Average 24.1% 19.0% 18.3% 13.1% 30 Trading Days Average 23.5% 17.1% 15.9% 11.1% Using the reference ranges for each of the 25th percentile to the 75th percentile premiums for each of the transaction categories listed above, Jefferies performed a premiums paid analysis using the closing prices of the SemGroup common stock one trading day, seven trading days and 30 trading days prior to September 13, 2019. This analysis indicated a range of implied prices for SemGroup common stock of $10.62 to $12.87. Using the implied prices for SemGroup common stock and the closing price per ET common unit on September 13, 2019, Jefferies calculated the range of implied exchange ratios per share of SemGroup common stock to each ET common unit of 0.757x to 0.918x.
Selected Transactions Analysis. The selected transactions analysis is based on the implied enterprise values of companies and assets involved in publicly disclosed merger and acquisition transactions for which the targets had operating and financial characteristics comparable in certain respects to the Reorganized Debtor. Under this methodology, the enterprise value of each such target is determined by an analysis of the consideration paid and the net debt assumed in the merger or acquisition transaction. The enterprise value is then compared to select operating and financial metrics, in this case, publicly available consensus asset values, in order to determine an enterprise value multiple. Moelis analyzed various merger and acquisition transactions that have occurred in the shipping sector since 2004. In this analysis, the enterprise value multiples were utilized to determine a range of implied enterprise value for the Reorganized Debtor. Moelis utilized consensus Wall Street research estimates of asset values, which are primarily informed by individual vessel valuations conducted by shipbroking and shipping advisory firms with extensive experience in understanding the global ship purchase and sale markets. These firms review and evaluate a substantial portion of these transactions on an ongoing basis, in addition to formulating informed views on underlying shipping markets and their influence on these transactions, giving them a current view of the market value of vessels based on a going-concern non-distressed asset sale transaction between a willing buyer and seller. These market values are based upon various factors including vessel type, vessel age, market charter rates, and the market’s view of the vessel’s ability to generate a certain stream of future earnings. In performing its analysis, Moelis reviewed an appraisal of Eagle’s fleet from an independent shipping advisory firm, who conducted an asset-level valuation of Eagle’s fleet. In addition to this appraisal, Moelis also evaluated current data from VesselsValue, an industry recognized provider of vessel sale and valuation information. The range of these indications of value was used to determine an aggregate market value of the 45 vessels owned and operated by the Debtor and its subsidiaries. Other factors not directly related to a company’s business operations can affect a valuation in a transaction, including, among others factors: (a) circumstances surrounding a merger transaction may introduce “diffusive quantitative re...
Selected Transactions Analysis. Qatalyst Partners compared thirteen selected public company transactions involving companies in the software industry announced between August 2011 and June 2019, including transactions involving companies participating in similar lines of business to Slack, having similar business models, having similar financial performance, or having other relevant or similar characteristics. These transactions are listed below:
Selected Transactions Analysis. Using publicly available information, Jefferies analyzed the premiums offered in ten selected comparable mergers announced since January 2013, which are collectively referred to as the selected comparable transactions: Date Buyer Seller 05/10/19 IFM Global Infrastructure Fund Buckeye Partners LP 08/29/17 Zenith Energy Inc. Arc Logistics Partners L.P. 05/18/17 Energy Transfer Partners PennTex Midstream Partners 09/06/16 Enbridge, Inc. Spectra Energy Corp. 07/13/15 MPLX LP MarkWest Energy Partners LP 11/12/14 Enterprise Products Partners L.P. Oiltanking Partners L.P. 10/13/14 Targa Resources Partners LP Atlas Energy L.P. 10/10/13 Regency Energy Partners PVR Partners 05/06/13 Inergy Midstream Crestwood Midstream Partners 01/29/13 Xxxxxx Xxxxxx Energy Partners L.P. Copano Energy, L.L.C. For each of the selected comparable transactions, Jefferies calculated the premium represented by the offer price over the target company’s closing unit or share price one trading day, seven trading days and 30 trading days prior to the transaction’s announcement. The analysis indicated the following premiums for those time periods prior to announcement: Time Period Prior to Announcement 75th Percentile Mean Median 25th Percentile 1 Trading Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.2% 19.1% 16.6% 14.6% 7 Trading Days Average . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.1% 19.0% 18.3% 13.1% 30 Trading Days Average . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.5% 17.1% 15.9% 11.1% Using the reference ranges for each of the 25th percentile to the 75th percentile premiums for each of the transaction categories listed above, Jefferies performed a premiums paid analysis using the closing prices of the SemGroup common stock one trading day, seven trading days and 30 trading days prior to September 13, 2019. This analysis indicated a range of implied prices for SemGroup common stock of $10.62 to $12.87. Using the implied prices for SemGroup common stock and the closing price per ET common unit on September 13, 2019, Jefferies calculated the range of implied exchange ratios per share of SemGroup common stock to each ET common unit of 0.757x to 0.918x.
Selected Transactions Analysis. Xxxxxxx Xxxxx analyzed certain information relating to the following transactions involving sales of control in the pharmaceutical industry since 1990: Hoechst/Xxxxxx-Xxxxxxx Dow; Glaxo plc/Wellcome plc; American Home Products/American Cyanamid; Roche Ltd./Syntex; and Xxxxx-Xxxxxxx S.A./Xxxxx Group Inc. (the "Selected Transactions"). Such analysis indicated that for the Selected Transactions (i) total entity value as a multiple of LTM sales ranged from 2.0x to 3.6x with a mean of 2.7x and a median of 2.5x, as compared to 3.2x for the total entity value of the Company, (ii) total entity value as a multiple of LTM EBIT ranged from 10.2x to 23.4x with a mean of 15.7x and a median of 12.3x, as compared to 20.4x for the total entity value of the Company and (iii) the total equity market value as a multiple of LTM net income ranged from 15.8x to 38.7x with a mean of 24.2x and a median of 22.1x, as compared to 35.8x for the total equity market value of the Company.
Selected Transactions Analysis. We considered certain financial and operational terms of certain transactions involving target companies that we deemed relevant. We based our analysis on publicly available information for announced transactions we identified in the global lithium mining sector over the last eight years. After excluding transactions for which transaction data was not available, and further screening out others for comparability based on factors such as business model, size, products/services, markets and stage of growth, we identified 9 transactions we considered relevant for purposes of the analysis. The selected transactions and corresponding financial and operational ratios considered included the following : Sources: FactSet, Mergermarket
