M&A Moves Under Fire: Valuation, Governance & Risks in Recent Deals (Penumbra, Exact Sciences, Flushing, DigitalBridge)

As of late December 2025 and early January 2026, a confluence of large-scale transactions in the healthcare diagnostics, digital infrastructure, medical devices, and regional banking sectors have triggered shareholder rights scrutiny. Key transactional features—premium levels, deal structuring, board processes, and valuation methodologies—are central to investors’ concerns.

Penumbra / Boston Scientific: The deal values Penumbra at $374 per share or 3.8721 Boston Scientific shares per share, equating to ~$14.5–$15B enterprise value. While the premium over Penumbra’s recent closing price is roughly 19%, analysts and investors may question whether the consideration is sufficient given Penumbra’s growth in vascular and neurovascular devices. Earnings are forecasted to decline by $0.06–$0.08/share in the first year post-acquisition before accreting, raising concerns about dilution and the upfront impact on shareholder returns.

Exact Sciences / Abbott: Shareholders have raised alarms via Julie & Holleman LLP, pointing out that the $105/share cash offer may be undervaluing the company. In the proxy materials, a financial advisor reportedly indicated a valuation of $136.25/share as possible, suggesting that the board may have accepted a lower offer without exploring alternatives. The deal, unanimously approved by boards, is expected to close in Q2 2026 and will add ~$21B in equity value (~$23B EV) to Abbott’s portfolio.

DigitalBridge / SoftBank: SoftBank’s $16/share all-cash offer values DigitalBridge at ~$4B and includes a 15% premium over its Dec 26, 2025 closing price (~50% over its unaffected 52-week average as of Dec 4). With regulatory approvals pending and closing expected in H2 2026, a question looms whether the board’s unanimous recommendation is consistent with shareholder interest—especially given some analysts believe fair value may extend well above $20/share based on growth projections from AI infrastructure exposure.

Flushing Financial / OceanFirst + Warburg Pincus: This all-stock transaction gives Flushing shareholders 0.85 OceanFirst shares per Flushing share, values the deal at $579 million (based on OCFC’s $19.76 price on Dec 26, 2025), and includes a $225M Warburg Pincus investment for ~12% of the post-merger equity. Shareholders may contest whether the exchange ratio appropriately reflects Flushing’s intrinsic value, especially amid expected 6% tangible book value dilution, an EPS accretion target of ~16% by 2027, and increased CRE concentration (from 417% to 461%) that may elevate regulatory risk.

Strategic Implications and Pattern Recognition: These deals illustrate a broader trend of consolidation in sectors tied to aging, diagnostics, AI infrastructure, and regional banking, driven by scale, regulatory pressures, and margin concerns. Shareholder litigation firms like Halper Sadeh and Julie & Holleman are proving active in challenging deal fairness. For boards and management, careful attention to robust valuation, transparent process (e.g., solicitation of competing offers), and full disclosure of advisors’ opinions and conflicts is essential. Meanwhile, the regulatory environment remains a wildcard: antitrust, banking oversight especially around CRE exposure, and cross-border infrastructure review for AI/data center deals could all materially affect deal outcomes.

Open Questions:

• In the Exact Sciences case: what is the basis for the financial advisor’s higher valuation ($136.25/share), and are there private bids or structural alternatives ignored?
• For DigitalBridge: what execution risks and valuation upside may justify analysts’ higher targets, and is this premium sufficient given its asset base and strategic positioning?
• In the Flushing deal: can OceanFirst mitigate elevated CRE concentration and book value dilution within the projected time frame while satisfying regulatory capital demands?
• More broadly: will these transactions face significant regulatory pushback (e.g., antitrust, banking oversight, AI/data-center foreign investment scrutiny) that could delay or alter terms?