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

-US BILINGUAL FOOTBALL NETWORK GOLTV ACQUIRES RIGHTS TO 2016 ITALIAN CUP

US-based bilingual English/Spanish football network GolTV has secured the exclusive US broadcast rights for the 2016 Coppa Italia semi-finals and championship match, the company said.
The first of two semi-final contests will be on Tuesday, 1 March at 3 p.m. between Milan and Alessandria. The Italian Cup championship final will be held on Saturday, May 21st at the Stadio Olimpico in Rome. All matches will broadcast live on GolTV in both English and Spanish.
Status: Closed

-ALBANY INTERNATIONAL TO ACQUIRE HARRIS' ADVANCED COMPOSITES BUSINESS FOR USD 210M
US-based textiles and materials processing company Albany International Corp. (NYSE: AIN) has agreed to acquire Harris Corp.'s composite aero-structures division for total consideration of USD 210m, the company said.
The total includes the assumption of a USD 23m capital lease. Harris had acquired the division through its 2015 acquisition of Exelis Inc. The division is a supplier of advanced composite products primarily for airframe applications. It has significant positions on Lockheed's Joint Strike Fighter, Boeing's 787, and Sikorsky's CH-53K.
Status: Agreed

-HELEN OF TROY TO ACQUIRE HYDRATION UNIT COMPANY HYDRO FLASK FOR USD 210M IN CASH
US-based consumer products company Helen of Troy Ltd. (NASDAQ: HELE) has entered into a definitive purchase agreement to acquire insulated hydration vessel provider Hydro Flask and all membership units of Steel Technology, LLC, the company said.
The purchase price is expected to be approximately USD 210m in cash, subject to certain customary closing adjustments, implying a pre-synergy multiple of less than 12 times projected calendar year 2016 adjusted EBITDA. Hydro Flask is a designer, distributor and marketer of insulated hydration vessels for active lifestyles.
Status: Agreed

-REGULATORY REVIEW PROMPTS IRON MOUNTAIN TO DEFER RECALL SCHEME MEETING TO APPROVE ACQUISITION
Australian information management solutions provider Recall Holdings Ltd. (ASX: REC) plans to defer the date of its special meeting of shareholders to approve the acquisition of the company by US-based storage and information management services company Iron Mountain Inc. (NYSE: IRM) from the previously scheduled date of 17 March to 19 April, the company said. Recall Holdings previously deferred the meeting, from 3 December 2015 to 17 March 2016.
Status: Agreed

-NIPPON PROLOGIS TO ISSUE UNITS, BUY JPY 42.1BN OF CLASS-A PROPERTIES
US-based industrial real estate company Prologis, Inc. (NYSE: PLD) will maintain its 15% ownership interest in Nippon Prologis REIT, Inc despite the Japanese real estate investment trust's plan to issue new investment units, Prologis said.
NPR said it plans to use the proceeds from the issuance, estimated at JPY 24.3bn (USD 215m), for the repayment of the bridge loans used to acquire four Class-A properties for approximately JPY 42.1bn (USD 372m).
Status: Agreed

-CONSUL ENERGY TO SELL ITS VIRGINIA, US BUCHANAN MINE FOR USD 420M
US-based Consul Energy Inc. (NYSE: CNX) has entered into an agreement for the sale of its Buchanan Mine in southwestern Virginia and certain other metallurgical coal reserves to Coronado IV LLC for total consideration to Consul of USD 420m, including USD 398m cash payable at the closing, the company said.
The transaction includes approximately 400m tons of proved coal reserves which includes approximately 88m tons associated with the Buchanan Mine. The transaction does not include any gas rights, and Consul will retain the right to extract and sell gas at the mines and other properties.
Status: Agreed

-FEDERAL SIGNAL TO ACQUIRE JOE JOHNSON EQUIPMENT
US-based environmental and safety solutions company Federal Signal Corp. (NYSE: FSS) has signed a definitive agreement to acquire substantially all of the assets and operations of Canadian maintenance equipment distributor Joe Johnson Equipment for initial consideration of CDN 108m (USD 79m), subject to post-closing adjustments, the company said.
Joe Johnson Equipment serves municipal and industrial markets. In addition, there is a deferred payment of CDN 8m and a contingent earn-out payment of up to CDN 10m. The transaction is expected to close by the end of 2Q16.
Status: Agreed

-FLY LEASING CLOSES USD 385M CREDIT LINE FOR AIRCRAFT ACQUISITIONS
Irish aircraft leasing company Fly Leasing Ltd. (NYSE: FLY) has closed a USD 385m blind pool aircraft acquisition facility, the company said. The facility has a three-year revolving period followed by a three-year term and will bear interest at LIBOR plus 2.00% during the revolving period.
Lenders in the facility include Commonwealth Bank of Australia New York Branch, MUFG's banking arm Bank of Tokyo-Mitsubishi UFJ Ltd., New York Life Insurance company and National Australia Bank.
Status: Closed

-US INSURER MASSMUTUAL TO ACQUIRE METLIFE'S RETAIL ADVISOR FORCE
US-based insurer Massachusetts Mutual Life Insurance Company (MassMutual) has agreed to acquire MetLife, Inc.'s (NYSE: MET) US Retail advisor force, MetLife Premier Client Group, the company said.
MetLife's US Retail advisor force, the MetLife Premier Client Group, is a retail distribution operation with more than 40 local sales and advisory operations and approximately 4,000 advisors across the country.
Status: Agreed

-CHEMCHINA PURSUES USD 35BN LOAN FOR SYNGENTA PURCHASE
Chinese state-owned chemical maker China National Chemical Corp has hired China Citic Bank International Ltd to arrange a USD 15bn loan facility fully guaranteed by ChemChina, the company said.
A separate USD 20bn syndicated loan is expected to be acquired by ChemChina from lenders. ChemChina agreed to purchase Swiss seeds and pesticides producer Syngenta earlier this month for USD 43bn, a move which will transform ChemChina into the biggest supplier of pesticides and agrochemicals in the world.
Status: Agreed

-USD 1.9BN CAMPUS CREST BUYOUT TO CLOSE ON 2 MARCH
US-based real estate private equity firm Harrison Street Real Estate Capital, LLC will close its USD 1.9bn acquisition of US-based student housing owner and operator Campus Crest Communities, Inc. (NYSE: CCG) on 2 March, the companies said.
As of the close of business on the closing date, all of Campus Crest's common stock will be delisted from the New York Stock Exchange.
Status: Agreed

-PATRICK INDUSTRIES CLOSES USD 25M PARKLAND PLASTICS ACQUISITION
US-based RV and mobile home furniture and fixtures manufacturer Patrick Industries, Inc. (NASDAQ: PATK) has completed the acquisition of the business and certain assets of Middlebury, Indiana-based Parkland Plastics, Inc., the company said. The net purchase price for Parkland was approximately USD 25m.
Status: Closed

-US DENTAL EQUIPMENT MAKERS DENTSPLY, SIRONA CLOSE USD 13.3BN MERGER
US-based dental medical equipment providers Dentsply International Inc. (NASDAQ: XRAY) and Sirona Dental Systems Inc. have combined in an all-stock merger, the company said.
The transaction results in the world's largest manufacturer of professional dental products and technologies with an implied pro forma equity value of approximately USD 13.3bn, based on the closing prices of Dentsply and Sirona on 14 September 2015, when the deal was announced. This new company will have net revenue of approximately USD 3.8bn and adjusted EBITDA of more than USD 900m on a pro forma basis for the last twelve months.
Status: Closed

-API TECHNOLOGIES AGREES TO USD 2/SHARE J.F. LEHMAN BUYOUT
US-based RF, microwave, millimeterwave, power, and security solutions provider API Technologies Corp. (NASDAQ: ATNY) has inked a definitive agreement providing for the company to be acquired by an affiliate of private equity firm J. F. Lehman and Co., the company said. J. F. Lehman specialises in the aerospace, maritime and defense industries.
Under the terms of the agreement, a newly formed affiliate of JFLCO will acquire all of the outstanding shares of API Technologies' common stock for USD 2 per share in cash in a merger transaction. The deal is worth around USD 110m.
Status: Agreed

-QUEST DIAGNOSTICS CLOSES ACQUISITION OF MEMORIALCARE HEALTH'S LABORATORY OUTREACH SERVICE
US-based diagnostic information services Quest Diagnostics (NYSE: DGX) has closed its acquisition of US-based nonprofit health system MemorialCare Health System's laboratory outreach service business, the companies said.
MemorialCare Health System operates in Los Angeles and Orange counties in California. Under the agreement, MemorialCare Health System will transition its outreach laboratory testing to Quest's accredited full-service clinical laboratory in West Hills, California.  
Status: Closed

-PROXY ADVISERS ISS, GLASS LEWIS RECOMMEND YOUKU TUDOU SHAREHOLDERS VOTE FOR ALIBABA BUYOUT
US proxy advisers Institutional Shareholder Services Inc. and Glass Lewis and Co., LLC have recommended that shareholders of Chinese entertainment and media company Youku Tudou Inc. vote to approve an agreement and plan of merger among the company, Hong Kong-based Ali YK Investment Holding Ltd. Ali YK Subsidiary Holding Ltd. and Alibaba Investment Ltd, Youku said.
Upon completion of the Merger, the shareholders of Youku Tudou, other than the current investment entity controlled by Alibaba Group, will have the right to receive USD 27.60 per American Depositary Share (each ADS representing 18 ordinary shares of Youku Tudou) in cash. The deal is worth around USD 3.5bn.
Status: Agreed

-SMARTFINANCIAL CLOSES MERGER OF SMARTBANK, CORNERSTONE COMMUNITY BANK
US-based bank holding company SmartFinancial, Inc. (NASDAQ: SMBK) has completed its merger of Cornerstone Community Bank and SmartBank, creating a banking franchise that extends across East Tennessee and Northwest Florida and exceeds USD 1bn in assets, the company said.
In September of last year, SmartFinancial closed its merger Cornerstone Bancshares. The companies agreed to merge in December, 2014. At the time, company said it planned to merge SmartBank and Cornerstone Community Bank in 2016, after which time the combined bank is expected to be the twelfth largest bank chartered in Tennessee.
Status: Closed

-DREW INDUSTRIES UNIT ACQUIRES FLAIR INTERIORS ASSETS FOR USD 8.1M
US-based recreational vehicle and manufactured home component supplier Drew Industries Inc.'s (NYSE: DW) Lippert Components, Inc. unit has acquired certain assets and business from US-based RV furniture maker Flair Interiors, Inc, Drew said.
Sales of the acquired business for 2015 were approximately USD 25m. The purchase price was USD 8.1m, which was paid at closing from borrowings under the company's USD 100m line of credit.
Status: Closed

-NEAH GES DUBAI ACQUIRES CONTROLLING DEBT, EQUITY STAKE IN WEST AFRICAN LOGISTICS FIRM
Affiliates of Dubai-based logistics, power generation and security management services company NEAH GES Dubai have acquired a controlling debt and equity stake in West African logistics firm Quemic Ghana Pty, the company said.
GES said it intends to consolidate and rebrand Quemic Ghana Pty into a GES affiliate company and expand the services delivery in the Country of Ghana.
Status: Closed

-IBM SECURITY TO ACQUIRE INCIDENT RESPONSE SPECIALIST RESILIENT SYSTEMS
US-based IT company IBM's (NYSE: IBM) Security unit is expanding its security operations and incident response capabilities with its plans to acquire Resilient Systems, Inc., the company said.
According to IBM, the incident response platform, pioneered by Resilient Systems, automates and orchestrates the many processes needed when dealing with cyber incidents from breaches to lost devices.
Status: Agreed

-TEXAS COMMUNITY BANK PIONEER CLOSES MERGER WITH FC HOLDINGS
Texas, US-based bank holding company Pioneer Bancshares, Inc. has completed its merger with FC Holdings, Inc., the holding company for First Community Bank N.A., the company said.
The new Pioneer Bank exceeds USD 1bn in total assets and operates 22 branches across Texas. Pioneer Bank is now one of the largest banks headquartered in Central Texas. Jeffrey A. Wilkinson, Pioneer Bank's president and chief executive officer, will lead the new Pioneer Bank; Ron Coben, formerly First Community Bank's chief operating officer, is COO.
Status: Closed

-INSURANCE SOFTWARE FIRM VERTAFORE ACQUIRES CANADA'S KEAL TECHNOLOGY
US-based insurance software company Vertafore has acquired Keal Technology, a provider of broker and commercial management systems in Canada, the company said.
The move extends Vertafore's customer base into Canada, further creating an international footprint for the largest software provider in the insurance industry. More than 500,000 insurance professionals use Vertafore technology, utilising the suite of agency management systems already in the company's product portfolio including the AMS360 management system, Vertafore Agency Platform, Sagitta management system, and QQCatalyst agency management system.
Status: Closed

-PROXY ADVISER ISS RECOMMENDS WESTERN DIGITAL SHAREHOLDERS APPROVE USD 3.77BN SANDISK ACQUISITION
US-based proxy advisory firm Institutional Shareholder Services is recommending that shareholders of US-based storage company Western Digital Corp. (NASDAQ: WDC) approve the issuance of company stock in the proposed acquisition of US-based flash drive specialist SanDisk Corp. (NASDAQ: SNDK) at a special meeting to be held on 15 March, WDC said.
Last week, Western Digital affirmed its commitment to the acquisition of SanDisk and announced that the shareholders of SanDisk will receive the alternate merger consideration as outlined in the merger agreement following the decision of China's Unisplendour to pull out of the deal, taking its USD 3.775 bn support.
Status: Agreed

-ATTORNEYS TITLE AGENCY ACQUIRES MICHIGAN LOCATIONS OF STEWART TITLE
Michigan, US-based title insurance agency Attorneys Title Agency, LLC has acquired the Michigan direct operations of the Stewart Title Co. (Stewart), the company said.
As a direct result of this acquisition, ATA has established its National Relocation Services Division, which will offer its customers a full range of employee relocation title and settlement services. This division will be managed by Jamie Novakowski and will operate nationally, complementing ATA's existing National Settlement, Title Production and Lenders Services divisions.
Status: Closed

-TRIMBLE SELLS OMEGA GROUP PERFORMANCE SUPPORT SOFTWARE UNIT TO TRITECH
US-based mobile workforce technology specialist Trimble (NASDAQ: TRMB) has sold The Omega Group assets to public safety software specialist TriTech Software Systems, the company said. TriTech said it plans to grow the acquired business as part of its public safety portfolio.
The Omega Group is a provider of cloud-based and on-premise operational performance support software that integrates mapping, analytics, intelligence and mobile technologies for public safety agencies.
Status: Closed

-DELOITTE DIGITAL ACQUIRES SAN FRANCISCO ADVERTISING AGENCY HEAT
US-based professional services firm Deloitte has acquired substantially all the assets of San Francisco advertising agency Heat, the firm said. The addition of Heat continues a series of strategic Deloitte investments evolving its Deloitte Digital practice. Deloitte said it is creating a creative digital consultancy, a model to transforms the way C-suites approach business in the digital age. 
Status: Closed

-UK ONLINE GROCERY RETAILER OCADO INKS FULFILMENT DEAL WITH MORRISONS
UK-based online grocery retailer Ocado Group plc has inked a deal with UK supermarket operator Wm Morrisons Supermarkets plc for it to share some of the capacity of Ocado's customer fulfilment centre currently under construction in Erith, south east London, Ocado said.
Under these terms Ocado will also provide Morrisons with the software necessary to fulfil online orders from its stores, primarily intended to enable online services in areas not currently serviced by a CFC. The parties first entered into their agreement for online grocery fulfilment services in 2013 with Morrisons sharing the capacity of the Dordon CFC.
Status: Agreed

-MARLOWE TO ACQUIRE UK FIRE AND SECURITY SYSTEMS SERVICES FIRM SWIFT FOR GBP 13M
Belize-based investment company Marlowe Holdings (AIM: MRL) plans to merge with Marlowe, to effect a re-domicile to the UK, has conditionally acquired UK-based fire protection and security systems services Swift for GBP 13m (USD 18.11m), the company said.
Marlowe has launched an underwritten subscription with new and existing shareholders to raise GBP 3m in order to part finance the consideration for Swift and provide resources to support Marlowe's acquisitive growth strategy.
Status: Agreed

-TANGENT COMMUNICATIONS WITHDRAWS RECOMMENDATION FOR MANAGEMENT BUYOUT OFFER
The independent directors of UK-based digital and direct communications company Tangent Communications plc's board have withdrawn its recommendation of a buyout offer from the Tangent Holdings UK Ltd. management group following receipt of a cash offer from Writtle Holdings Ltd. for the entire issued and to be issued share capital of Tangent
Tangent's board is now recommending that shareholders support the Writtle Holdings deal. The Writtle offer price of 3.0 pence per share in cash values Tangent at a premium of 33.33% to the Bidco offer price. Under the terms of the MBO offer, Tangent shareholders would be entitled to receive 2.25 pence in cash for each Tangent share held. That offer values the whole of the issued and to be issued share capital of Tangent at approximately GBP 6.69m.
Status: Agreed

-ONESAVINGS BANK ACQUIRES GBP 14M OF UK 2ND CHARGE MORTGAGES
UK-based financial services firm OneSavings Bank plc has completed the purchase of a portfolio of UK 2nd charge mortgages from Melbourne Mortgages Ltd., the company said. The portfolio has a principal outstanding balance of GBP 14m (USD 19.50m) as at 31 December 2015, is well seasoned and predominantly performing.
OneSavings said that the loans have since origination been serviced by OSB's secured loans business, Prestige Finance, and are therefore well known to the company.
Status: Closed

-SAMSUNG ELECTRONICS CLOSES SALE OF SAMSUNG FINE CHEMICALS STAKE
Korean technology company Samsung Electronics has closed the sale of its stake in Samsung Fine Chemicals Co. to Lotte, the company said. Samsung Fine Chemicals is an affiliate of SEC.
Under the deal, Samsung Electronics plans to sell a total of 2,164,970 shares of Samsung Fine Chemicals, as well as stakes in other affiliates (Samsung SDI, Samsung C/T, Hotel Shilla, and Samsung Electro-Mechanics). The total consideration will be KRW 125.350bn (USD 109.88m). The transaction is subject to regulatory review and certain other customary
Status: Closed