FINC6017 Mergers \& Acquisitions S2-2022 Individual and Group Assignments Tassal Group Deal Timeline ** 26 May 2022: The board of Tassal Group Limited ("Tassal") (ASX: TGR) receives a confidential, non-binding, indicative offer from Cooke Inc. ("Cooke") to acquire 100% of ordinary Tassal shares for cash consideration of $4.67 per share. The offer is rejected by Tassal's board. - 27 May 2022: Your company has been hired by Tassal to provide strategic M\& A advice. Tassal expects that the 26 May offer from Cooke may just be a first-step and the company wants to be better prepared for any further bids. Your manager has assigned part of this work to you. You are to work individually to assess the strategic rationale for the deal, provide an initial assessment of deal feasibility and advise whether further consideration of a deal with Cooke should proceed. Your report is due to your manager by 3 June 2022. 6 June 2022: In closed-door negotiations between the bidder and target, Cooke increases its offer to $4.80 per share. The offer is again rejected by Tassal's board. 22 June 2022: Australian business media reports on the news that former Chaiman of Tassal, David Williams, has acquired an equity interest of close to 5% in Tassal through a holding company called Amore Foods. Williams is a well-known M\&A adviser at the Melbourne-based investment banking firm Kidder Williams, The news triggers speculation about a prospective deal involving Tassal. 27. June 2022: Cooke discloses to the ASX a substantial holding of 5.398% in Tassal after the ASX market closed. It is revealed that Amore Foods was acting as a nominee for Cooke in building the toehold stake. Cooke further increases their offer to the Tassal board and lifts the offer confidentiality clause. 28 June 2022: Tassal confirms prior to the market open that the company had received a non-binding, indicative and conditional offer from Cooke to acquire 100% of ordinary Tassal shares for cash consideration of $4.85 per share. The board of Tassal states that the indicative offer does not reflect the value of the company and advised that it would not be in the best interests of shareholders. 29 June: Your team is hired by Cooke to provide advice on the bid strategy for Tassal and provide a recommendation for next steps. Your pitch to Cooke is due by 12 August 2022. FINC6017 Mergers \& Acquisitions S2-2021 Group Assignment: Deal Advisory Report and Pitch Presentation Due: 11:59pm, Monday 31st Ottober 2022 (week 13) FINC6017 Mergers \& Acquisitions S2-2022 Individual and Group Assignments In your assignments this semester, you are required to analyse the recent takeover proposal of Tassal Group. In the individual assignment you will be providing advice to the target. In the group assignment you will be providing advice to the bidder. A timeline of events indicating when you would be conducting your analysis is provided below. You should conduct your own research from a variety of sources, but must not incorporate information that is only publicly known after your company's "deadlines" on these tasks. ** This timeline is a basic outline of how the deal has progressed, and is adapted for the purpose of this assignment. Students are expected to go beyond the scope of this outline in researching key aspects of the transaction for both the individual and group assignments. Indicates the points in the timeline when you would be carrying out your research. In your assignments, you must not incorporate information that is only publicly known after your company's deadlines on these tasks. 5. Transaction structure (5 marks) In this section you should consider: How should the deal be structured if it proceeds? Should a scheme of arrangement be used or should it be a takeover? What conditions should be attached to the offer? What approach should the acquirer take? What form of consideration should be used? What should the offer be, and is there scope for this to be revised further? How should the deal be financed? 6. Risks and market reaction (5 marks) Analyse the deal risks and identify possible mitigation strategies. For example: What risks exist for the acquirer in undertaking this transaction? What approvals would have to be sought before the takeover could be completed? What are the relevant regulatory risks? What can you learn from sector precedents? What would be the likely response of target shareholders, and how could this be best managed? How could the bidder's strategy manage these risks? What has been the market reaction to the deal evolution so far? FINC6017 Mergers \& Acquisitions S2-2022 Individual and Group Assignments Tassal Group Deal Timeline ** 26 May 2022: The board of Tassal Group Limited ("Tassal") (ASX: TGR) receives a confidential, non-binding, indicative offer from Cooke Inc. ("Cooke") to acquire 100% of ordinary Tassal shares for cash consideration of $4.67 per share. The offer is rejected by Tassal's board. - 27 May 2022: Your company has been hired by Tassal to provide strategic M\& A advice. Tassal expects that the 26 May offer from Cooke may just be a first-step and the company wants to be better prepared for any further bids. Your manager has assigned part of this work to you. You are to work individually to assess the strategic rationale for the deal, provide an initial assessment of deal feasibility and advise whether further consideration of a deal with Cooke should proceed. Your report is due to your manager by 3 June 2022. 6 June 2022: In closed-door negotiations between the bidder and target, Cooke increases its offer to $4.80 per share. The offer is again rejected by Tassal's board. 22 June 2022: Australian business media reports on the news that former Chaiman of Tassal, David Williams, has acquired an equity interest of close to 5% in Tassal through a holding company called Amore Foods. Williams is a well-known M\&A adviser at the Melbourne-based investment banking firm Kidder Williams, The news triggers speculation about a prospective deal involving Tassal. 27. June 2022: Cooke discloses to the ASX a substantial holding of 5.398% in Tassal after the ASX market closed. It is revealed that Amore Foods was acting as a nominee for Cooke in building the toehold stake. Cooke further increases their offer to the Tassal board and lifts the offer confidentiality clause. 28 June 2022: Tassal confirms prior to the market open that the company had received a non-binding, indicative and conditional offer from Cooke to acquire 100% of ordinary Tassal shares for cash consideration of $4.85 per share. The board of Tassal states that the indicative offer does not reflect the value of the company and advised that it would not be in the best interests of shareholders. 29 June: Your team is hired by Cooke to provide advice on the bid strategy for Tassal and provide a recommendation for next steps. Your pitch to Cooke is due by 12 August 2022. FINC6017 Mergers \& Acquisitions S2-2021 Group Assignment: Deal Advisory Report and Pitch Presentation Due: 11:59pm, Monday 31st Ottober 2022 (week 13) FINC6017 Mergers \& Acquisitions S2-2022 Individual and Group Assignments In your assignments this semester, you are required to analyse the recent takeover proposal of Tassal Group. In the individual assignment you will be providing advice to the target. In the group assignment you will be providing advice to the bidder. A timeline of events indicating when you would be conducting your analysis is provided below. You should conduct your own research from a variety of sources, but must not incorporate information that is only publicly known after your company's "deadlines" on these tasks. ** This timeline is a basic outline of how the deal has progressed, and is adapted for the purpose of this assignment. Students are expected to go beyond the scope of this outline in researching key aspects of the transaction for both the individual and group assignments. Indicates the points in the timeline when you would be carrying out your research. In your assignments, you must not incorporate information that is only publicly known after your company's deadlines on these tasks. 5. Transaction structure (5 marks) In this section you should consider: How should the deal be structured if it proceeds? Should a scheme of arrangement be used or should it be a takeover? What conditions should be attached to the offer? What approach should the acquirer take? What form of consideration should be used? What should the offer be, and is there scope for this to be revised further? How should the deal be financed? 6. Risks and market reaction (5 marks) Analyse the deal risks and identify possible mitigation strategies. For example: What risks exist for the acquirer in undertaking this transaction? What approvals would have to be sought before the takeover could be completed? What are the relevant regulatory risks? What can you learn from sector precedents? What would be the likely response of target shareholders, and how could this be best managed? How could the bidder's strategy manage these risks? What has been the market reaction to the deal evolution so far