4 MAJOR DEALS

Pfizer Inc. an American global pharmaceutical corporation headquartered

in New York City, acquires Medivation -an American biopharmaceutical
company focused on rapid development of novel therapies to treat serious
diseases for which there are limited treatment options
Anheuser-Busch InBev NV- a multinational beverage and brewing company
with global headquarters in Leuven, Belgium acquires SABMiller plc - a
multinational brewing and beverage company headquartered in London,
England
SoftBank Group Corp.- a Japanese multinational telecommunications
and Internet corporation, headquartered in Tokyo acquires ARM Holdings
plc(ARM) amultinationalsemiconductor andsoftwaredesign company,
Headquartered inCambridge, United Kingdom.
Microsoft Corporation- an Americanmultinational technology company
headquartered inRedmond, Washington, that develops, manufactures,
licenses, supports and sellscomputer software,consumer
electronicsandpersonal computersand services acquires LinkedIn-a
business and employment-orientedsocial networking servicethat operates
viawebsites

Pfizer acquires Medivation

DEAL OVERVIEW AND STRUCTURE

DEAL RATIOANLE

On 22nd Aug, Pfizer Inc. and Medivation, Inc.

announced that they have entered into a
definitive merger agreement
Medivation is a biopharmaceutical company
focused on developing and commercializing
small molecules for oncology
Under the terms of agreement, Pfizer will
acquire at $81.50 a share in cash for a total
enterprise value of approximately $14 billion
Pfizer expects to finance the transaction with
existing cash
The deal completed on the 27th of September
and was subject to customary closing
conditions and U.S. antitrust clearance

DEAL FINANCIALS AND MULTIPLES

Enterprise value

$14.035bn

P/S

6.36x

EV/EBITDA

35x

The proposed acquisition of Medivation is expected to

immediately accelerate revenue growth and drive overall
earnings growth potential for Pfizer
Medivations products and pipeline are a strong fit for Pfizers
oncology segment
Medivations key product, Xtandi, for the treatment of
advanced prostate cancer in men, reported revenues of $595
million during the last quarter and is expected to be one of
the best-selling oncology drugs by 2021
The Medivation acquisition is expected to increase near-term
revenue growth for the innovative pharmaceuticals business
segment
Medivation also comes with two experimental products: a
drug for
breast cancer and another for the blood cancer
OTHER
INFORMATION
lymphoma
Pfizer's overall revenue growth has been negative over the
last five years. This trend has also been negative in EPS as
well as EBITDA in the last three years
These developments have pushed the company to add some
drugs to the portfolio that can bring in big bucks for the next
ten years
Pfizer is taking the route of in-organic growth in order to
enhance its falling revenues. The company has been
extremely active in the M&A world and it has added some
interesting drugs to the portfolio

PHARMA

Anheuser-Busch InBev acquires

SabMiller
DEAL OVERVIEW AND STRUCTURE
DEAL RATIOANLE
On 10th October, 2016 Anheuser- Busch In
Bev closed the deal to acquire United
Kingdom based Sab Miller PLC.
Under the terms of the contract, AB Inbev
will acquire SabMiller in an all cash deal
worth $110.3 billion.
Each SABMiller shareholder will be entitled
to receive 45.00 per share in cash or
Partial Share Alternative is available.
SABMiller shareholders can elect to
receive 0.483969 Restricted Shares plus
3.7788 in cash for each SABMiller share.
The companies received approval from the
U.S antitrust Regulations in July 2016.

Creates the first truly global beer company and one of the
worlds leading consumer products companies
Brings together a largely complementary geographic
footprint with access to high-growth regions (e.g., Africa,
Asia and Central & South America)
Builds on SABMillers South African heritage and
commitment to the African continent a critical driver for
the future growth of the business
Generates significant growth opportunities for the
combined portfolio of leading global, national and local
brands
Gains from the experience, commitment and drive of the
combined global talent pool
OTHER
INFORMATION
Benefits
from revenue, cost and cash flow synergies

DEAL FINANCIALS AND MULTIPLES

Ab InBev sold off SabMillers Peroni, Grolsch, and

Meantime Business to Japan based Asahi Group
Holdings .
They also sold SabMillers stake in Chinas Snow beer to
China resources for $1.6 billion to ease regulatory
concerns about the merger.
The deal would create a $275bn company responsible for
one out of every three beers produced globally.

Enterprise value

$92.13 billion

P/E

28.2x

EV/EBITDA

15.82x

BREWER

Softbank Group to acquire

ARM Holdings

DEAL OVERVIEW AND STRUCTURE

On 18 July 2016, the acquisition of ARM

Holdings (ARM) by SoftBank Group Corp was
announced.
.The acquisition of ARM Holdings had $32 billion
as enterprise value.
At 17.00/share, the deal represented a
premium of 43% over the closing price of
11.88/share.
The deal was the largest takeover of a British
company by an Asian company ever.
95% of the ARMs investors voted in favor of the
deal.
The transaction was an all cash consideration &
materialized on September 5, 2016.
Goldman Sachs Group Inc. and Lazard & Co.
were the lead financial advisers to ARM on the
DEAL
FINANCIALS
ANDRobey
MULTIPLES
deal, Raine
Group LLC,
Warshaw LLP and
Mizuho Securities Co. are acting as financial
Enterprise
value
$32bn
advisers
to SoftBank.
EV/Sales
19.84x
P/E

57x

EV/EBITDA

39x

DEAL RATIOANLE

An investment, not a synergy-seeking merger: The deal is

an opportunistic move to buy into a future global platform.
SoftBank sees opportunities in ARM owing to its strong financial
footing as a profitable business with positive cash flows and no
debt..
Opportunity from the new 'Age of Convergence': The
acquisition can be seen as affirming the long-term opportunities
in the Internet-of-Things (IoT) and graphics as ARM's processor
core architecture dominates in many connected device
segments.
Increased workforce: The acquisition would bring no
significant changes in ARMs already efficient functionality but
would double its UK workforce.
Culture of short-termism : The deal can be seen as an
OTHER INFORMATION
immediate attempt to capitalize a 43% premium to investors on
their shares.
Due to Brexit, the ARM acquisition was welcomed by the UK
without any political scrutiny on grounds that the deal shows
overseas buyers confidence in the UK economy
ARMs 1600 strong UK workforce expected to double over the
next 5 years
ARMS headquarter will remain in Cambridge after the deal.
This acquisition is the largest transaction ever for Softbank and
second biggest semi-conductor deal worldwide.

TEC

Microsoft Corporations to
acquire LinkedIn

DEAL OVERVIEW AND STRUCTURE

DEAL RATIOANLE

On June 13th, 2016 Microsoft Corporation

announced the
acquisition of LinkedIn.
Microsoft is to acquire LinkedIn for $196/share
or $26.2 billion in total enterprise value and
equity value of $28.19 billion.
At $196 per share, the deal represents a 49.5%
premium to the then closing price of $131.08 of
LinkedIn
Microsoft management expects the deal to close
in FY2Q17
The transaction is an all cash consideration and
is expected to be financed fully through the
issuance of new debt.
Morgan Stanley is acting as exclusive financial
advisor to Microsoft while Qatalyst Partners and
Allen and Company LLC are acting as financial
DEAL
FINANCIALS
advisors
to LinkedInAND MULTIPLES
Equity value
$ 28.19bn

Market Expansion-The combined company will address a $315

billion market, with a better opportunity for monetization of
individual and commercial user bases
Integrated Product Portfolio-LinkedIn (i.e. Sales Navigator,
Recruiter, Lynda.com/LinkedIn Learning), is well aligned with
Microsoft Applications (MS Office 365 and Dynamics)
Cost Synergies-Microsoft estimates $150M in annual cost
synergies by 2018
Functional Efficiency- Bolstered productivity, sales force
automation and human capital management offerings.
Thriving social fabric - Microsoft stands to gain from LinkedIns
attractive secular trends, including social, cloud and data
analytics
Improved Distribution channels- LinkedIns sales productivity
shall benefit from Microsofts deep enterprise sales expertise
Access to market insights- LinkedIn database can be used by
Microsoft
to pinpoint business trends, buying habits and potential
ROAD AHEAD
buyers of products.

Enterprise value

$26.2bn

EV/ Sales

6.9x

EV/EBITDA

25.4x

P/E Ratio

73.13x

The acquisition Is expected to be ~1% dilutive to MSFTs EPS in

FY17 and FY18,and accretive in FY19.
Jeff Weiner will remain CEO of LinkedIn, reporting to Satya
Nadella, CEO of Microsoft.
LinkedIn will retain its distinct brand, culture and
independence.

TEC

Microsoft Corporations to
acquire LinkedIn

What would Microsoft want with a professional

social network?
LinkedIn isn't just a social network - it's a way to track
opportunities and find and develop the skills you need
to stay competitive, economically speaking, in an age
when change is the only constant.
LinkedIn is not just about having your profile and
finding a job, but also "being able to find your economic
opportunity, Satya Nadella says

REGULATORY CONCERNS

Sales force raised concern to EU about the

acquisition; expects it to block or put conditions
on the deal.
It is worried that Microsoft will block access to
LinkedIns vast store of professional data to
wipe out competition in CRM.

Just as we have changed the way the world connects

to opportunity, this relationship with Microsoft, and the
Data privacy issues have also been raised
combination of their cloud and LinkedIns network, now
which demand scrutiny.
gives us a chance to also change the way the world
works, Jeff Weiner, CEO of LinkedIn said.
COMMENTARY
This deal brings together the worlds leading
professional cloud with the worlds leading professional
network. I have been learning about LinkedIn for some
time while also reflecting on how networks can truly
differentiate cloud services. Its clear to me that the
LinkedIn team has grown a fantastic business and an
impressive network of more than 433 million
professionals.
- Satya Nadella, CEO, Microsoft

Corporations

Essentially, were both trying to do the same

thing but coming at it from two different places:
For LinkedIn, its the professional network, and
for Microsoft, the professional cloud. For
example, massively scaling the reach and
engagement of LinkedIn by using the network
to power the social and identity layers of
Microsofts ecosystem of over one billion
customers.

- Jeff Wiener, CEO, LinkedIn

Corporation

TEC