Deal Pipeline
Monday 01 February 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-INFOGAIN CLOSES ACQUISITION OF IT OPERATIONS FROM BLUE STAR INFOTECH
US-based IT consulting company Infogain Corp. has completed the acquisition of Blue Star Infotech's IT operations, the company said. The companies entered into a definitive purchase agreement on 29 September 2015. Infogain paid INR 181m (USD 26.46m). Under the agreement, Infogain and Blue Star Infotech are combined under Infogain, and at closing, the combined entity will have close to 4,000 employees and nine delivery locations globally.
Status: Closed

-SUMITOMO LIFE CLOSES USD 3.8BN ACQUISITION OF SYMETRA FINANCIAL
Japanese insurer Sumitomo Life Insurance Co. has closed its acquisition of US-based insurer Symetra Financial Corp. (NYSE: SYA), the company said. Under the deal Symetra shareholders received USD 32.00 per share in cash at closing.
They also received a special dividend of USD 0.50 per share in cash, which was paid on 28 August 2015 to Symetra shareholders of record as of 10 August 2015. The total combined transaction consideration of USD 32.50 per share is approximately USD 3.8bn in aggregate and represents a 32% premium over Symetra's average stock price of USD 24.64 for the 30 days ending August 5, 2015.
Status: Closed

-FINANCIAL ENGINES CLOSES ACQUISITION OF THE MUTUAL FUND STORE
US-based investment advisor Financial Engines (NASDAQ: FNGN) has completed the acquisition of The Mutual Fund Store for approximately 9.9m shares of newly-issued Financial Engines common stock and approximately USD 250m in cash, the company said. The deal is worth around USD 560m in total.
Status: Closed

-AFFILIATE OF SUN CAPITAL PARTNERS CLOSES ACQUISITION OF HUHOT MONGOLIAN GRILL RESTAURANT FRANCHISEE CCW
An affiliate of US-based private equity firm Sun Capital Partners, Inc. has completed the acquisition of CCW, LLC the largest franchisee of HuHot Mongolian Grill restaurants, the firm said. The company, headquartered in Omaha, Nebraska, owns and operates 21 HuHot restaurants across the Midwest, including locations in Iowa, Nebraska, Kansas and South Dakota. HuHot Mongolian Grill is a restaurant concept in the United States that features create-your-own Asian stir-fry.
Status: Closed

-MERGING US UTILITY OPERATORS, PEPCO, EXELON HOST SUPPLIER ROUNDTABLE
US-based utility operators Exelon Corp. (NYSE: EXC) and Pepco Holdings Inc. (NYSE: POM) hosted a roundtable for contractors in the Washington, DC, area to tout the benefits of their proposed merger, the companies said.
The companies said that minority and women-owned businesses in the District will benefit from new and expanded opportunities with the proposed Pepco-Exelon merger, leaders of both companies told an audience of more than 160 local business leaders.
Status: Agreed

-HUDSON'S BAY CLOSES USD 250M ACQUISITION OF ONLINE FASHION RETAILER GILT
Canadian retailer Hudson's Bay Company (TSX: HBC) has closed its acquitiion of Gilt Groupe Holdings, Inc. for USD 250m in cash, the company said.
This transaction reflects HBC's ongoing focus on advancing its all-channel model while continuing to grow its off-price business through the integration of Gilt with Saks OFF 5TH locations. Gilt is an online shopping destination, offering its members access to fashion merchandise and experiences.
Status: Closed

-BD'S MONGOLIAN GRILL ACQUIRES FELLOW STIR-FRY CONCEPT FLAT TOP GRILL
US-based create-your-own stir-fry restaurant bd's Mongolian Grill's ownership group has purchased fast-casual Asian chain Flat Top Grill, the company said. Flat Top Grill and bd's Mongolian Grill will maintain their names and individual concepts, and the bd's operations and marketing teams will now support both restaurants.
bd's Mongolian Grill first opened in 1992 in Royal Oak, Michigan. bd's encourages guests to "Stir It Up, Your Way," allowing guests to build their own stir-fry with "Always Market Fresh" ingredients.
Status: Closed

-KINDER MORGAN CLOSES USD 350M ACQUISITION OF 15 TERMINALS AND INFRASTRUCTURE FROM BP UNIT
US-based energy infrastructure company Kinder Morgan, Inc. (NYSE: KMI) has closed the acquisition of 15 refined products terminals from British oil and gas major BP's (NYSE: BP) (LSE: BP) BP Products North America Inc. unit in a transaction valued at approximately USD 350m, the company said.
According to the company, the terminals are key distribution facilities for major refined products consuming markets and have approximately 9.5m barrels of storage and associated infrastructure in the United States.
Status: Closed

-CHINESE INTERNET VIDEO FIRM KU6 MEDIA RECEIVES "GOING PRIVATE" PROPOSAL FROM SHANDA INTERACTIVE
Chinese Internet video company Ku6 Media Co., Ltd.'s (NASDAQ: KUTV) board of directors has received a preliminary non-binding proposal letter dated 1 February 2016 from Shanda Interactive Entertainment Ltd., the controlling shareholder of the company, the company said.
According to the proposal, the Shanda would acquire the company in a "going private" transaction for USD 0.0108 per ordinary share, or USD 1.08 per American depositary shares (each representing 100 ordinary shares). Based on the offer price, the proposal values the company at approximately USD 51.5m in fully enlarged equity value.
Status: Bidding

-MFC INDUSTRIAL CLOSES ACQUISITION OF BAWAG MALTA BANK
Canadian supply chain company MFC Industrial Ltd. (NYSE: MIL) has closed its acquisition of BAWAG Malta Bank Ltd., the company said.
Under the deal, MFC acquired the bank from BAWAG P.S.K. Bank fur Arbeit und Wirtschaft und Osterreichische Postsparkasse Aktiengesellschaft for consideration for consideration of EUR 90.8m (USD 98.94m). The company expects that the acquisition will have no material impact on its liquidity.
Status: Closed

-COMSCORE-RENTRAK CLOSE USD 732M TIE-UP
US-based media measurement firms comScore, Inc. (NASDAQ: SCOR) and Rentrak Corp. (NASDAQ: RENT) have closed their merger, the companies said. On 29 September, 2015, comScore and Rentrak entered into a definitive agreement to merge in an all-stock, tax-free transaction.
Under the terms of the agreement, Rentrak shareholders will receive 1.15 comScore shares for each Rentrak share they own. The deal values Rentrak at USD 732m.
Status: Closed

-DOMINION RESOURCES TO ACQUIRE GAS SUPPLIER QUESTAR IN USD 4.4BN DEAL
US-based power and energy company Dominion Resources, Inc. (NYSE: D) has agreed to acquire US-based natural gas distribution, pipeline, storage and cost-of-service gas supply company Questar Corp. (NYSE: STR) in an all-cash transaction in which Dominion has agreed to pay Questar shareholders USD 25 per share about USD 4.4bn and assume Questar's outstanding debt, Dominion said.
The transaction would be accretive to Dominion upon closing expected by year-end 2016 with limited impact on the company's balance sheet.
Status: Agreed

-XG TECHNOLOGY CLOSES USD 3M ACQUISITION OF INTEGRATED MICROWAVE TECHNOLOGIES
US-based critical wireless communications provider xG Technology, Inc. (NASDAQ: XGTI) has acquired the assets of Mt. Olive, New Jersey-based digital microwave video systems provider Integrated Microwave Technologies, LLC from US-based private investment firm Skyview Capital, LLC for USD 3m, the company said.
The purchase price reflects a combination of cash and long-term debt. IMT, which recorded annual revenues of USD 7.2m in 2015, has 20 years of experience in the design and manufacture of state-of-the-art wireless digital and analog video products.
Status: Closed

-INVESTCORP CLOSES SALE OF LITIGATION SUPPORT SERVICES FIRM VERITEXT TO PAMPLONA
Bahrain-based Investcorp, a provider and manager of alternative investment products, has completed the sale of VText Holdings, Inc. to private equity firm Pamplona Capital Management, the company said.
Founded in 1997, Veritext offers deposition and litigation support services. Veritext provides law firms, Fortune 500 corporations and regulatory agencies with national coverage, facilities, court reporters, technology and client service.
Status: Closed

-ABBOTT TO ACQUIRE POINT OF CARE TESTING SPECIALIST ALERE IN USD 5.8BN DEAL
US-based drugmaker Abbott (NYSE: ABT) has inked a definitive agreement to acquire US-based point of care diagnostics specialist Alere Inc. (NYSE: ALR), the company said. Under the terms of the agreement, Abbott will pay USD 56 per common share at a total expected equity value of USD 5.8bn.
Once the transaction is completed, Abbott will become the leading diagnostics provider of point of care testing. Abbott's total diagnostics sales will exceed USD 7bn after the close.
Status: Agreed

-COUCHE-TARD CLOSES ACQUISITION OF IRISH CONVENIENCE, FUEL RETAILER TOPAZ
Canadian convenience store operator Alimentation Couche-Tard Inc. (TSX: ATD.B) has closed the acquisition of Irish convenience and fuel retailer Topaz Energy Group Ltd., the company said.
Terms of the deal were not announced. However, The Irish Times estimates that the acquisition, from businessman Denis O'Brien, cost around EUR 450m (USD 490.32m). Topaz is made up of 444 stations across the island of Ireland, including its recently acquired Esso station network. Of these stations, 158 are operated by Topaz and 286 by dealers. The agreement also encompasses a commercial fuels operation, with more than 30 depots and two owned terminals.
Status: Closed

-AUTOMOTIVE SUPPLIER DANA ACQUIRES US GASKET MAKER MAGNUM
US-based automotive supplier Dana Holding Corp. (NYSE: DAN) has completed the acquisition of Magnum Gaskets, a US-based supplier of aftermarket gaskets and sealing products for automotive and commercial-vehicle applications, the company said.
Dana said that Magnum Gaskets will enhance its sealing product offerings and complement the company's Victor Reinzand Glaser global sealing brands. The Magnum Gaskets brand offers a range of gasket solutions, including cylinder head, valve cover, oil pan, and manifold gasket sets for the North American automotive aftermarket.
Status: Closed

-CIMARRON ENERGY ACQUIRES OIL AND GAS PRODUCTION EQUIPMENT MAKER DIVERSE ENERGY SYSTEMS
US-based oil and natural gas production equipment maker Cimarron Energy has closed on the acquisition of substantially all of the assets of Diverse Energy Systems, a Texas provider of production, processing and environmental equipment for sale or rental, the company said.
Status: Closed

-BANKRUPT US COAL PRODUCER WALTER ENERGY TO SELL REMAINING US ASSETS
US-based Walter Energy, Inc. (OTC: WLTG) has signed an asset purchase agreement with Seminole Coal Resources, LLC, ERP Compliant Coke, LLC and ERP Environmental Fund, Inc. all related to ERP Compliant Fuels, LLC an affiliate of Virginia Conservation Legacy Fund, Inc. for its remaining US assets, the company said.
The agreement provides for the acquisition of substantially all of the company's remaining US assets after giving effect to its previously-announced agreement with an entity owned by certain of the company's senior lenders. Walter said that the assets of the company's Canadian or United Kingdom subsidiaries are also excluded from the transaction.
Status: Agreed

-US M/A DEAL VALUES SET A PRE-CRISIS RECORD IN 2015, ACCORDING TO WHITE AND CASE REPORT
US mergers and acquisitions deal values reached nearly USD 2tn in 2015, a total not seen since the pre-crisis days of 2006, according to a new report from law firm White and Case LLP. While overall M/A value surged on the back of multibillion-dollar acquisitions, volume stagnated. At the end of last year, the deal count stood at 4,819, down 8% from 2014 (5,237).
One of the major stories of 2015 was the prevalence of Asian players that have been showing a significant interest in US assets.
Status: Agreed

-US HEALTH INSURERS HEALTH ALLIANCE PLAN, HEALTHPLUS CLOSE MERGER
US-based non-profit health insurers HealthPlus of Michigan and Health Alliance Plan have closed a deal to merge HealthPlus into HAP operations, the companies said.
The company will maintain the HAP name and remain headquartered in Detroit. The combined company has approximately 1,300 employees and serves 650,000 members. While HAP has long had a presence in the Flint market, the addition of HealthPlus facilities, employees, products and service areas will significantly increase the company's presence in mid-Michigan.
Status: Closed

-TALEN ENERGY CLOSES USD 657M SALE OF GAS-FIRED POWER PLANT IN PENNSYLVANIA
US-based competitive energy and power generation company Talen Energy Corp. (NYSE: TLN) has closed the sale of Talen Ironwood Holdings, LLC, to a subsidiary of TransCanada Corp. (TSX: TRP) (NYSE: TRP), the company said.
Talen Ironwood, through its subsidiaries owns and operates the Ironwood combined-cycle, natural gas-fired power plant in Lebanon County, Pennsylvania. The total purchase price, after estimated adjustments for net working capital, was USD 657m.
Status: Closed

-SWEDEN'S SECURITAS CLOSES USD 350M ACQUISITION OF DIEBOLD'S NORTH AMERICAN ELECTRONIC SECURITY BUSINESS
Swedish security technology firm Securitas (STO: SECUB) has closed the acquisition of the commercial contracts and operational assets of Diebold Inc.'s (NYSE-DBD) Electronic Security business in North America, and will operate it as Securitas Electronic Security Inc., the firm said.
The 12-month sales of the acquired Diebold Electronic Security operation, from June 30, 2014 through June 30, 2015, are SEK 2.76bn. Securitas paid around USD 350m, which according to Securitas' calculations equates to approximately 11x estimated EBITDA for 2015, of the acquired operation after it has been separated from Diebold Inc.
Status: Closed

-COURT APPROVES NATIONAL AUSTRALIA BANK'S DEMERGER OF CYPG
Australian financial services firm National Australia Bank Ltd.'s demerger of CYBG plc has been approved by the Supreme Court of Victoria, following overwhelming shareholder endorsement of the proposal at the Scheme Meeting and General Meeting held on 27 January 2016, the company said.
This is part of a plan, announced last month, to float Clydesdale Bank on the LSE.
Status: Agreed

-EDISTON PROPERTY INVESTMENT ACQUIRES NEWCASTLE, UK OFFICE BUILDING FOR GBP 18.95M
UK-based REIT Ediston Property Investment Co plc (LSE: EPIC) has acquired Citygate, an office building in Newcastle, for GBP 18.95m (USD 27.35m) from Hanro Ltd., the company said.
The purchase reflects a net initial yield of 6.57% and will be funded from a combination of cash resources and an increase of GBP 12.42m in the existing debt facility with Aviva Commercial Finance Ltd. at an all-in rate of 2.95%. The loan-to-value ratio of the company's property portfolio following this acquisition will be 29.01%. Citygate provides 63,524 sq ft of modern office accommodation with 70 car parking spaces.
Status: Closed

-RENEW HOLDING ACQUIRES UK NUCLEAR SERVICES BUSINESS
UK-based engineering services group Renew Holdings plc (AIM: RNWH) has acquired Nuclear Decontamination Services Ltd. a small specialist nuclear services business operating at Sellafield and at other UK nuclear installations, the company said. Following the acquisition these specialist services will be provided through Shepley Engineers Ltd.
For the year ended 31 January 2015, NDSL recorded revenue of GBP 188k and a profit before taxation of GBP 105k from which the directors drew GBP 82k in dividends. The acquisition cost is expected to be around GBP 235,000 (USD 339,163) payable in cash of which GBP 200k represents goodwill with the balance representing working capital.
Status: Closed

-SCHRODER EUROPEAN REIT ACQUIRES BERLIN FREEHOLD WAREHOUSE PROPERTY FOR EUR 24.25M
UK-based property investor Schroder European Real Estate Investment Trust Plc has exchanged contracts for the purchase of a EUR 24.25m (USD 26.42m) freehold retail warehouse property located in Germany's capital, Berlin, at a net initial yield of 6.2%, the company said.
The asset is fully income producing and let to a leading DIY specialist, on a triple net basis with an unexpired lease term of around ten years. Schroder said that the site is in excess of four hectares in an established and growing southern suburb of Berlin. The micro location benefits from a broad range of uses including residential, business, industrial and retail trade.
Status: Closed

-CEPS CLOSES GBP 2M ACQUISITION OF CONSTRUCTION CONSULTANCY HICKTON
UK-based investment company CEPS plc (LSE: CEPS) has acquired 55% of the issued share capital of a newly incorporated company, RAM Ltd. for an investment of GBP 670,000 which has been formed to acquire 100% of UK-based construction industry consultancy Hickton Consultants Ltd., the company said.
The vendors of Hickton are Tony Hickton, the chairman, members of his family and a number of former employees. Tony Hickton has not undertaken an executive role in the running the business for a number of years.
Status: Closed

-GRAFTON GROUP ACQUIRES KENT, UK BUILDERS MERCHANTING BUSINESS ALLSAND SUPPLIES
Irish builders merchanting and DIY Group Grafton Group plc has completed the acquisition of Allsand Supplies Ltd. a single branch general builders merchanting business located in Larkfield, Kent, the group said.
Allsands reported revenue of GBP 6m in the year to 31 March 2015. This bolt-on acquisition enhances market coverage and complements the existing branch network in the South East of England.
Status: Closed

-TWO MXC CAPITAL INVESTEE COMPANIES CLOSE ACQUISITIONS
Two of specialist merchant bank MXC's investee companies, Redcentric plc and Castleton Technology Plc have completed strategic acquisitions, the bank said. MXC said that in order to part fund the acquisition by Castleton, it has subscribed for GBP 1.5m of convertible loan notes in Castleton. Redcentric has acquired City Lifeline Ltd. for a total cash consideration of GBP 4.8m (USD 6.92m).
Status: Closed