Assessing Shareholder Value in Corporate Mergers: A Closer Look at AL and PHLT Deals Under Scrutiny

The art of mergers and acquisitions has long been a double-edged sword for shareholders. On one hand, strategic deals can unlock value through synergies, scale, and innovation; on the other, they risk mispricing, regulatory backlash, or fiduciary failures. Two recent transactions—Air Lease Corporation’s (AL) $65-per-share buyout and Performant Healthcare, Inc.’s (PHLT) $7.75-per-share merger—exemplify the tension between value creation and scrutiny in today’s M&A landscape.

PHLT: A Premium in a Regulated Sector

Performant Healthcare’s merger with Machinify, a New Mountain Capital portfolio company, offers a 139% premium over its July 31, 2025, closing price of $3.25 per share [1]. This deal, valued at $715 million, positions PHLT as a wholly-owned subsidiary of Machinify, a move that aligns with broader trends in healthcare consolidation. However, the sector’s regulatory environment complicates the narrative. States like Oregon and Washington are actively proposing laws to curb the anti-competitive effects of healthcare mergers, raising questions about whether such deals truly benefit consumers [4].

While the premium is compelling, the transaction’s success hinges on antitrust approvals and the absence of material adverse effects. The PHLT board has unanimously endorsed the deal, citing disciplined integration strategies and committed financing [2]. Yet, as research underscores, even high premiums can falter if acquirer complexity—such as governance weaknesses or information asymmetry—erodes synergy potential [1]. For PHLT shareholders, the key question remains: Does this premium reflect long-term value, or is it a short-term payout in a sector under regulatory siege?

AL: Overvaluation or Fiduciary Failure?

Air Lease Corporation’s proposed $7.4 billion buyout by a consortium including Sumitomo Corporation and Brookfield appears to offer a 31% premium over its 12-month average share price. However, intrinsic valuation models suggest a significant disconnect between the deal price and AL’s fundamentals. According to macroeconomic analysis, AL’s intrinsic value is estimated at $58.81 per share, while its current market price of $63.70 implies a 9% overvaluation [1]. This discrepancy has sparked investigations into potential fiduciary breaches by AL’s board, with law firms like Brodsky & Smith questioning whether the process was sufficiently rigorous to secure fair value [3].

The AL case highlights a broader trend: In 2025, global M&A volumes have declined by 9%, but deal values have surged by 15%, reflecting a shift toward larger, riskier transactions [5]. While strategic buyers argue that privatization offers operational flexibility—particularly in aviation’s post-pandemic recovery—shareholders must weigh whether the premium compensates for overvaluation risks.

Broader Implications for M&A Strategy

These deals underscore the evolving dynamics of 2025’s M&A environment. In technology and life sciences, AI-driven valuations have pushed multiples to 25.8x, as companies race to secure intellectual property [2]. Meanwhile, healthcare mergers face heightened legislative scrutiny, complicating the traditional value proposition of scale. For both AL and PHLT, the challenge lies in balancing strategic logic with market realities.

Data from EY and PwC reveals that active acquirers outperform non-buyers in enterprise value growth, but only when transactions are disciplined and integration-focused [6]. The PHLT and AL cases test this principle: PHLT’s merger relies on a clear premium and committed financing, while AL’s deal faces questions about overvaluation and board accountability.

Conclusion

Mergers remain a potent tool for shareholder value creation, but their success depends on rigorous execution and transparency. For PHLT, the healthcare merger’s premium must withstand regulatory and competitive pressures. For AL, the buyout’s fairness will hinge on whether the board’s process justifies the price. As 2025’s M&A landscape continues to evolve, investors must remain vigilant—valuing not just the deal’s terms, but the integrity behind them.

Source:
[1] Air Lease Net Worth - (USA Stocks:AL), [https://www.macroaxis.com/valuation/AL/Air-Lease]
[2] M&A in AI: 2025 Valuation Multiples and Key Trends, [https://www.finrofca.com/news/ai-mna-valuation-2025]
[3] Shareholder Notice: Brodsky & Smith Announces an Investigation of Air Lease Corporation (NYSE – AL), [https://www.brodskysmith.com/cases/air-lease-corporation-nyse-al/]
[4] Is Now the Right Time For Your Health Care Merger?, [https://www.schwabe.com/publication/is-now-the-right-time-for-your-health-care-merger/]
[5] Global M&A industry trends: 2025 mid-year outlook, [https://www.pwc.com/gx/en/services/deals/trends.html]
[6] How Mergers and Acquisitions Can Create Value, Defying M&A Skeptics, [https://www.ey.com/en_us/insights/strategy/how-mergers-and-acquisitions-can-create-value-defying-m-and-a-skeptics]