My notes on Forescout vs Advent (Ferrari Group)
Advent breached the Forescout merger agreement and "The Court should not allow a private equity buyer to walk away from the binding deal it struck because it will no longer make a profit as quickly as it had hoped"
$FSCT 1/n
Advent breached the Forescout merger agreement and "The Court should not allow a private equity buyer to walk away from the binding deal it struck because it will no longer make a profit as quickly as it had hoped"
$FSCT 1/n
All deal conditions are satisfied.
Pandemic is explicitly carved-out as a potential MAE
$FSCT
Pandemic is explicitly carved-out as a potential MAE
$FSCT
Why did Advent get cold feet?
“100% COVID related.”
$FSCT
“100% COVID related.”
$FSCT
Forescout seeking specific performance, in which the court would force Advent to close
Advent cannot terminate $FSCT deal after the June 6 outside date
Despite pandemic being carved out of the MAE clause, a $5mm Q1 revenue miss would not constitute a MAE on a $1.9 billion deal
Nonetheless, COVID did not occur after the DMA was signed on Feb 6, as it was already a global public health emergency
$FSCT's Q1 revenue decline was because of Advent
$FSCT requests that the court force Advent to close the deal
Can a court enforce specific performance of a merger agreement and force a would-be acquiror to close?
Yes
Good precedent would be IBP, Inc. v. Tyson Foods
money.cnn.com/2001/06/15/dea…
Yes
Good precedent would be IBP, Inc. v. Tyson Foods
money.cnn.com/2001/06/15/dea…
