Deal Pipeline
Monday 01 May 2017
The following is a list of deals covered in detail by M and A Navigator this week:


-T-BIRD RESTAURANT CLOSES ACQUISITION OF 45 OUTBACK STEAKHOUSE RESTURANTS
US-based private equity investment firm H.I.G. Capital's Cerca Trova Restaurant Concepts (formerly known as T-Bird Restaurant Group) portfolio company, has acquired 45 corporate-owned Outback Steakhouse restaurants from its franchisor, Bloomin' Brands, the firm said.
The acquisition includes all stores in Arizona, Colorado, Nevada and New Mexico. Headquartered in San Diego, California, Cerca Trova is now the exclusive franchisee of Outback Steakhouse in Arizona, California, Colorado, Nevada and New Mexico, and remains the largest domestic franchisee of Bloomin' Brands, operating over 100 Outback locations across the western region (approximately 15% of all the Outback locations in the United States).
Status: Closed

-ENTERPRISE CLOSES USD 189M ACQUISITION OF AZURE NATURAL GAS GATHERING SYSTEM
An affiliate of US-based midstream energy services company Enterprise Products Partners L.P. (NYSE: EPD) has closed the acquisition of the midstream business and assets of Azure Midstream Partners, L.P. and its operating subsidiaries in East Texas and North Louisiana, the company said.
This agreement was the result of Azure's bankruptcy auction proceedings, which Enterprise won with a bid price of USD 189m. The United States Bankruptcy Court for the Southern District of Texas entered an order approving the sale by Azure to Enterprise's affiliate on 15 March 2017.
Status: Closed

-SUNOCO LOGISTICS CLOSES ACQUISITION OF TEXAS MIDSTREAM NG FIRM ENERGY TRANSFER PARTNERS
Pennsylvania, US-based oil transporter Sunoco Logistics Partners L.P. (NYSE: SXL) has closed the acquisition of master limited partnership Texas, US-based natural gas midstream Energy Transfer Partners, L.P. (NYSE: ETP), the company said.
Last November, Sunoco Logistics Partners announced a deal to acquire Energy Transfer Partners via merger in a unit-for-unit transaction. Under the terms of the transaction, ETP unitholders received 1.5 common units of SXL for each common unit of ETP they own.
Status: Closed

-EMERSON CLOSES USD 3.15BN OF UK MANUFACTURER PENTAINR'S VALVES AND CONTROLS BUSINESS
US-based electrical equipment manufacturer Emerson (NYSE: EMR) has closed the acquisition of the Valves and Controls business of UK-based industrial manufacturer Pentair (NYSE: PNR) for USD 3.15bn, the company.
This deal was announced last August. The complementary acquisition establishes Emerson's global presence in control, isolation, pressure relief valves and actuation as part of a larger strategy to build a broader automation portfolio. This transaction follows Emerson's recently announced divestitures of Network Power, Leroy-Somer and Control Techniques for a total of USD 5.2bn as part of the company's overall strategic portfolio repositioning that was initiated in June 2015.
Status: Closed

-US HEALTH INSURER ANTHEM "DISAPPOINTED" WITH US COURT OF APPEALS DECISION ON USD 54.2BN ACQUISITION OF CIGNA
US-based health insurer Anthem, Inc. (NYSE: ANTM) is disappointed by a US appeals court decision upholding a ruling that would block its USD 54.2bn acquisition of US-based health insurer Cigna Corp. (NYSE: CI), the company said.
In February, Anthem announced it would appeal a decision by the US District Court for the District of Columbia issued an order enjoining its proposed acquisition of Cigna. US-based health insurer Anthem, Inc. (NYSE: ANTM) will appeal a decision by the US District Court for the District of Columbia issued an order enjoining its proposed acquisition of US-based health insurer Cigna Corp. (NYSE: CI), the company said.
Status: Agreed

-NEAT CAPITAL LAUNCHES DIGITAL MORTGAGE PLATFORM, ACQUIRES WHOLE LOAN SOLUTION
US-based mortgage lender Neat Capital has launched its mortgage lending platform and completed the acquisition of a mortgage trading advisory firm Whole Loan Solutions, the company said.
Whole Loan Solutions delivers advisory services to the secondary residential mortgage market. Whole Loan Solutions has advised buyers and sellers on more than USD 1bn of transactions and is working to build the next generation in mortgage marketplace technology.
Status: Closed

-NEXT GROUP TO SELL BACK PARTS OF ACQUIRED ACCENT INTERMEDIA TO DEAN KEATIN
US-based mobile banking, mobility, and telecommunications solutions provider Next Group Holdings, Inc. (OTCQB: NXGH) has signed a purchase and sale agreement with Dean Keatin Marketing, LLC and related parties, to sell back portions of the previous acquisition of a controlling interest in card programme management firm Accent Intermedia (AIM) and to work together on certain projects, the company said.
NXGH originally acquired AIM from DKM when it signed the previous "purchase and sale agreement" on 22 July 2016. NXGH shall sell, transfer and deliver to DKM 100% of the capital stock of Transaction Processing Products, Inc. and all AIM venture debt, for USD 1.
Status: Agreed

-US CASINO OPERATORS ELDORADO RESORTS, ISLE OF CAPRI CASINOS RELEASE PRELIMINARY RESULTS OF ISLE STOCKHOLDER ELECTIONS
US-based resort and casino operators Eldorado Resorts, Inc. (NASDAQ: ERI) and Isle of Capri Casinos, Inc. (NASDAQ: ISLE) have received preliminary results of the cash/stock elections made by Isle stockholders with respect to the consideration to be received in their pending merger, the companies said.
Last September, Eldorado Resorts and Isle of Capri Casinos entered into a definitive merger agreement whereby Eldorado will acquire all of the outstanding shares of Isle of Capri in a cash and shares deal worth around USD 1.7bn, inclusive of USD 929m of long-term debt of Isle of Capri and its subsidiaries, the companies said.
Status: Agreed

-MAST THERAPEUTICS CLOSES MERGEER WITH DRUGMAKER SAVARA IN STOCK DEAL
California-based biopharmaceutical company Mast Therapeutics, Inc. and Texas-based privately held pharmaceutical company Savara Inc. (NASDAQ: SVRA) have closed a merger under which the stockholders of Savara became the majority owners of Mast.
The all-stock deal values Mast at USD 36.5m. The post-merger company, named Savara Inc., is based in Austin, Texas and features three inhaled product candidates, each in advanced stages of clinical development. The company will be led solely by Savara's current management team.
Status: Closed

-MAXWELL TECHNOLOGIES CLOSES USD 23M ACQUISITION OF NESSCAP ENERGY BUSINESS
US-based energy storage company Maxwell Technologies, Inc. (NASDAQ: MXWL) has closed the acquisition of the operating entities of energy storage and power delivery solution provider Canada-based Nesscap Energy Inc. (TSX Venture: NCE), the company said.
This deal was announced in March. Maxwell issued approximately 4.15m shares and assumed ordinary course liabilities of the business in consideration for the purchase of the Nesscap business.
Status: Closed

-HAIN CELESTIAL CLOSES ACQUISITION OF UK SOUP COMPANY THE YORKSHIRE PROVENDER
A subsidiary of US-based organic and natural products company The Hain Celestial Group, Inc. (NASDAQ: HAIN) has closed the acquisition of UK-based soup maker The Yorkshire Provender Ltd., the company said.
This deal is subject to formal clearance from the Competition and Markets Authority in the United Kingdom. Yorkshire Provender, founded in 2007, is based in North Yorkshire, England, and produces premium branded soup and its products are sold in leading retailers, on-the-go food outlets and food service providers in the United Kingdom.
Status: Closed

-CHINESE NUTRITIONAL PRODUCTS FIRM SYNUTRA WINS SHAREHOLDER NOD FOR 'GOING PRIVATE' PROPOSAL
Shareholders of US-based, Chinese nutritional products company Synutra International, Inc.'s (NASDAQ: SYUT) have voted to approve a proposal to adopt an agreement and plan of merger, dated 17 November 2016, by and among the company, Beams Power Investment Ltd. and Beams Power Merger Sub Ltd., the company said.
The parties currently expect to complete the merger in May 2017, subject to the satisfaction or waiver of the conditions set forth in the merger agreement. Under the merger agreement, Beams Power Merger Sub will be merged with and into Synutra International, with Synutra International surviving the merger as a wholly-owned subsidiary of Beams Power Investment.
Status: Agreed

-ALLERGAN CLOSES USD 2.47BN ACQUISITION OF BODY CONTOURING SPECIALIST ZELTIQ
Irish drugmaker Allergan plc (NYSE: AGN) has closed the acquisition of US-based medical technology firm Zeltiq Aesthetics, Inc. (NASDAQ: ZLTQ) for USD 56.50 per share, or USD 2.475bn, the company said.
Zeltiq Aesthetics is focused on developing and commercialising products utilising its proprietary controlled-cooling technology platform. Its CoolSculpting System is FDA-cleared to affect appearance through lipolysis or reduction of unwanted fat using a patented cooling technology.
Status: Closed

-SORRENTO'S TNK THERAPEUTICS UNIT CLOSES ACQUISITION OF SCOTTISH CANCER THERAPIES DEVELOPER VIRTTU BIOLOGICS
California-based biopharmaceutical company Sorrento Therapeutics, Inc.'s (NASDAQ: SRNE) TNK Therapeutics, Inc. immunotherapies subsidiary has closed the acquisition of Glasgow, Scotland-based biopharmaceutical company Virttu Biologics Ltd., the company said.
In consideration for the acquisition, Virttu equity holders received USD 5m in stock of Sorrento at closing and will receive an additional USD 20m in stock of TNK upon its next financing within 12 months after the closing. Virttu is focused on the development of oncolytic virus therapy for treatment of cancer. Virttu's lead product candidate Seprehvir (HSV1716) is a Herpes Simplex Virus-based oncolytic virus that selectively kills cancer cells and elicits an anti-tumor immune response in the patient.
Status: Closed

-WELLCARE CLOSES USD 800M ACQUISITION OF US HEALTH INSURER UNIVERSAL AMERICAN
Tampa, Florida-based government-sponsored managed care services provider WellCare Health Plans, Inc. (NYSE: WCG) has closed the acquisition of New York-based health insurance provider Universal American Corp. (NYSE: UAM) in an all cash transaction valued at USD 10.00 per share of common stock, the company said.
The price for Universal American's common shares implies an equity value of approximately USD 600m. WellCare expects to retire Universal American's outstanding preferred shares shortly after closing; with the retirement of Universal American's preferred shares and its convertible debt, the transaction would be valued at approximately USD 800m.
Status: Closed

-GENWORTH, OCEANWIDE RE-FILE CFIUS NOTICE IN ONGOING MERGER MOVES
US-based insurance holding company Genworth Financial, Inc. (NYSE: GNW) and China-based financial holding group China Oceanwide Holdings Group Co., Ltd. have withdrawn and re-filed their joint voluntary notice to the Committee on Foreign Investment in the United States (CFIUS) to permit more time for review and discussion with CFIUS in connection with the proposed merger between Genworth and Oceanwide, the companies said.
Last October, the companies agreed to merge in a deal worth USD 2.7bn or USD 5.43 per share in cash, the company said. Closing of the deal is now targeted for mid-2017.
Status: Agreed

-TECOGEN AND AMERICAN DG ENERGY COMMENCE MAILING OF DEFINITIVE PROXY STATEMENT/PROSPECTUS
Massachusetts, US-based cogeneration systems maker Tecogen Inc. (NASDAQ: TGEN) and Massachusetts-based energy provider American DG Energy Inc. Tecogen, Inc. (NASDAQ: TGEN) have each commenced the mailing of their respective notice of special meeting and definitive proxy statement/prospectus in connection with their panding merger, the companies said.
Last fall, Tecogen agreed to acquire all outstanding shares of American DG Energy in a stock-for-stock merger. As previously reported, stockholders of record of TGEN and ADGE at the close of business on 24 April 2017, will be entitled to vote by proxy or in person at the special meeting of TGEN and ADGE, respectively. The TGEN special meeting will be held on 18 May. The ADGE special meeting will also be held on 18 May 2017.
Status: Agreed

-AZURE CLOSES SALE OF EAST TEXAS, NORTH LOUISIANA NATURAL GAS GATHERING SYSTEM
US-based midstream energy MLP Azure Midstream Partners, LP (OTC: AZURQ) and certain of its subsidiaries have closed on a sale of substantially all of their midstream business and assets in East Texas and North Louisiana to BTA Gathering LLC and certain of its designees, the company said.
This deal was announced in March. BTA Gathering bid USD 189m for the assets in a court-supervised bankruptcy sale. Azure Midstream also sold certain preferential right midstream assets in East Texas to BP America Production Co.
Status: Closed

-BOTTLER COCA-COLA UNITED CLOSES ACQUISITION OF ATLANTA, SEVEN OTHER GEORGIA TERRITORIES
Alabama, US-based Coca-Cola bottling company Coca-Cola Bottling Company United, Inc. has closed a transaction with The Coca-Cola Company (NYSE: KO) that expands United's territory to include metro Atlanta and seven additional Coca-Cola territories in Georgia.
United also acquired two production facilities as part of the transaction. This transaction follows Coca-Cola United's December 2015 announcement in which it signed letters of intent with The Coca-Cola Company for the acquisition of territories in Athens, Dublin, Gainesville, Jasper, Lawrenceville, Macon, Rome, and metropolitan Atlanta, as well as production facilities in College Park and Marietta.
Status: Closed

-ENCOR TO BUY SOUTH AFRICA POWER GENERATOR IPSA GROUP
UK-based power generation company IPSA Group plc (AIM: IPSA) and UK-based power company Encor Group have reached an agreement on the terms of a recommended offer to be made by Encor for the entire issued ordinary share capital of IPSA, the companies said.
Under the terms of the offer, IPSA shareholders will be entitled to receive 0.62 new Encor shares for each IPSA share.The offer values the entire issued share capital of IPSA Group at approximately GBP 2m (USD 2.58m) on the basis of an implied value of GBP 0.03 per new Encor share.
Status: Agreed

-BW OFFSHORE CLOSES ACQUISITION OF 25% STAKE IN DUSSAFU PRODUCTION SHARING CONTRACT
Norwegian oil and gas industry floating production services provider BW Offshore (OTC: BGSWF) and its BW Energy Gabon Pte. Ltd subsidiary have completed the acquisition of 25% working interest in the Dussafu production sharing contract (offshore Nigeria) from UK-based E/P company Panoro Energy ASA's Pan-Petroleum Gabon B.V. subsidiary, the company said.
Under the deal, BWEG will pay PPGBV a total cash consideration of USD 12m and provide a sellers' credit of up to USD 12.5m in order to fund capital expenditures of PPGBV's retained interest in the Dussafu block through to first oil production. The total gross capital expenditure to reach first oil in 2018 is estimated to be USD 150m.
Status: Closed

-CHERKIZOVO CLOSES ACQUISITION OF RUSSIAN GRAIN PRODUCER NAPKO
Russian meat and feed producer Cherkizovo Group (LSE: CHE) (MOEX: GCHE) has completed the acquisition of 100% of Russian grain producer NAPKO, the company said.
The transaction includes the acquisition of NAPKO's agricultural land bank of 147,000 hectares, located in the Lipetsk, Tambov and Penza regions, as well as the supporting production infrastructure to cultivate the land and store grain. In 2016, NAPKO produced 250,000 tons of grain. The transaction increases Cherkizovo Group's total operating land bank to 287,000 hectares. Total cost of transaction was RUB 4.872bn (USD 85.55m).
Status: Closed

-ARTUTHNOT BANKING CLOSES ACQUISITION OF RENAISSANCE ASSET FINANCE
UK-based financial services group Arbuthnot Banking Group plc's (LSE: ARBB) Arbuthnot Latham subsidiary has completed the acquisition of 100% of Renaissance Asset Finance Ltd. from its founders following receipt of regulatory approval, the group said.
RAF is a provider of finance for a range of specialist assets which includes vintage and expensive cars and SME business assets. On 31 March 2017 customer assets were GBP 56m and RAF's net assets were GBP 1.9m. The consideration will be paid in four staged amounts, all of which will be in cash. The first payment, equal to the net assets at completion, will be finally determined after completion and is anticipated to be GBP 2.1m (USD 2.71m).
Status: Closed

-ARROW GLOBAL CLOSES ACQUISITION OF ITALIAN STRUCTURED FINANCE SPECIALIST ZENITH SERVICE
UK-based debt purchaser and manager Arrow Global Group plc (LSE: ARW) plahas closed the acquisition of Italian structured finance specialist Zenith Service SpA for an enterprise value of EUR 17m (USD 18.52m), the company said.
This deal was announced last December. Zenith Service is a servicing business in the Italian structured finance market, for an enterprise value of EUR17m. The transaction is subject to regulatory approval by the Bank of Italy. The acquisition of Zenith, a master servicer in the highly active EUR 168bn Italian structured finance market, is a strategic purchase that gives Arrow immediate scale and presence in one of Europe's largest debt markets.
Status: Closed

-INTERNATIONAL WORLD NEWS ACQUIRES CAPITAL 9 NEWS PORTFOLIO FOR USD 92M
Mexico-based publishing holding company International World News has acquired Singapore-based Capital 9 News portfolio, restructuring as Capital Publishing Group, the company said.
The transaction was conducted for a consideration of USD 92m, which includes assumed debt. Concurrent to the acquisition and in a separate private sale, International has divested itself of the remainder of its non-financial media brands. Capital 9's portfolio of subsidiary brands will be merged into International's existing securities research department creating Capital Publishing Group, a rebranded entity.
Status: Closed

-INVESCO TO ACQUIRE UK ETF SPECIALIST INVESTMENT FIRM SOURCE
Atlanta, US-based investment management firm Invesco Ltd. (NYSE: IVZ) has agreed to acquire London, UK-based investment firm Source to strengthen Invesco's position in EMEA, the company said. The transaction includes Source-managed AUM of approximately USD 18bn plus approximately USD 7.0bn in externally managed AUM (as of 31 March 2017).
This transaction will be funded with available cash and is expected to close in 3Q17, pending regulatory approvals. Invesco said the acquisition is consistent with its strategic priorities globally and in EMEA, and will benefit clients by adding to the range of investment capabilities Invesco offers.
Status: Agreed

-SIRIUSXM ACQUIRES CONNECTED VEHICLE SERVICES FIRM AUTOMATIC LABS
New York, US-based satellite radio company SiriusXM (NASDAQ: SIRI) has acquired San Francisco, US-based connected vehicle services provider Automatic Labs Inc., to expand possibilities of connected vehicle offerings and services for manufacturers, drivers and enterprises, the company said.
Automatic Labs, a venture capital-backed company, backed by USAA, Comcast Ventures, eLab Ventures, Anthemis Group and Amicus Capital, was acquired by SiriusXM for USD 115m, according to Seeking Alpha. The transaction closed in 2Q17. SiriusXM said the acquisition of Automatic strengthens data collection and analytical tools that will enrich key elements of the connected vehicle experience.
Status: Closed

-DIRECTVIEW COMPLETES ACQUISITION OF VIDEO SURVEILLANCE, APEXCCTV
Florida, US-based security solutions provider DirectView Holdings, Inc. (OTC: DIRV) has finalised the acquisition of all issued and outstanding equity interests of two Texas, US-based security and surveillance companies Video Surveillance, LLC and ApexCCTV, LLC, the company said.
Unaudited fiscal 2016 financial statements of the two acquired companies, operated and solely owned by Mark D. Harris, show combined revenue is approximately USD 5.3m. Under the terms of the securities purchase agreement Directview acquired the companies for a minimum of approximately USD 1.9m in cash to be paid approximately six months from the date of acquisition.
Status: Closed

-DOCUTAP ACQUIRES HEALTHCARE SOFTWARE FIRM CLOCKWISE MD
South Dakota, US-based healthcare technology company DocuTAP has acquired patient engagement Georgia, US-based software provider Clockwise.MD to strengthen its position in the on-demand healthcare market, the company said.
The company said combining the complementary strengths of both companies offers urgent care providers a comprehensive approach to workflow management and greater convenience for patients and clinic staff. DocuTAP's team of 300+ employees serves over 1,300 urgent care and on-demand primary care clinics. DocuTAP provides urgent care practices with an approach to workflow management.
Status: Closed

-SYCAMORE PARTNERS ACQUIRES HOME DÉCOR PRODUCTS MAKER NBG HOME FROM KOHLBERG
New York, US-based private equity firm Sycamore Partners has acquired Texas, US-based home décor products manufacturer NBG Home from New York, US-based private equity firm Kohlberg and Co, L.L.C., the company said.
Crunchbase reported Sycamore acquired NBG for an undisclosed amount. Sycamore said the acquisition will expand its portfolio. NBG serves retail clients, including mass merchants, specialty stores, discount stores, home centres, warehouse clubs, and internet retailers. Sycamore Partners has more than USD 3.5bn in capital under management. The firm's investment portfolio currently includes Belk, Coldwater Creek, EMP Merchandising, Hot Topic, MGF Sourcing, Nine West Holdings, Talbots, The Ltd. and Torrid.
Status: Closed

-EXIGER ACQUIRES CANADIAN AI PLATFORM DEVELOPER OUTSIDEIQ INTELLIGENCE
New York, US-based global regulatory, financial crime, risk and compliance company Exiger LLC has acquired Canada-based AI technology platform creator Outside Intelligence Inc. (OutsideIQ) to further position Exiger as a provider of sustainable compliance solutions, the company said.
The Globe and Mail reported terms were not disclosed but a source familiar with the deal said it valued OutsideIQ at CDN 30m. Exiger said the acquisition recognises the need for financial institutions and corporations to right-size compliance resources, manage voluminous data, and respond to regulatory demands.
Status: Closed

-MICHAEL DAVID WINERY ACQUIRES CALIFORNIA'S GEYSERVILLE WINERY
California, US-based Michael David Winery has acquired California, US-based Geyserville Winery, recently owned and operated by Silver Oak Cellars, to expand local production of wines in California's North Coast, the company said.
The Press Democrat reported the purchase price was not disclosed by the parties. No brands were included in the transaction. The acquisition includes the tasting room and vineyards of the Tudor-style winery, which can produce up to 70,000 cases annually and 12 acres of cabernet sauvignon vineyards within Sonoma's Alexander Valley AVA, expanding Michael David Winery's presence in California's  North Coast wine region.
Status: Closed

-KASTEN CLOSES MERGER WITH ANTI-INFECTIVES DRUGMAKER DAKOTA LIFE SCIENCES
US-based biopharmaceutical company Kasten, Inc. (OTC: KAST) has completed a merger with Thru Pharma LLC dba Dakota Life Sciences, the company said. Dakota Life Sciences is engaged in developing health products utilising Site Specific Penetration Technology SSPT technologies.
The cashless transaction was conducted for consideration of a 42m share block issuance to Thru Pharma, LLC, dba Dakota Life Sciences, a wholly owned subsidiary of Kasten, Inc. Concurrent with this merger, Kasten, Inc. reduced the number of shares outstanding from 127.5m shares to 62.5m shares.
Status: Closed

-TAPCLICKS ACQUIRES US INTERNET MARKETING FIRM RAVEN TOOLS
California, US-based marketing reporting firm TapClicks, has acquired Tennessee, US-based Internet marketing firm Raven Tools to expand its digital marketing platform, the company said.
TapClicks and Raven will join forces to build a complete marketing data and visualisation vertical that will serve marketing teams of all sizes. The company said the acquisition of Raven has expanded its customer base in this particular field, producing marketing reports each month for customers in over 70 countries.
Status: Closed

-OLYMPUS TO ACQUIRE US HEALTHCARE SYSTEMS INTEGRATOR IMAGE STREAM MEDICAL
Japanese technology provider Olympus has signed a definitive agreement to acquire Massachusetts, US-based healthcare systems integrator Image Stream Medical, Inc. to enhance medical solution offerings to health care facilities, the company said.
Olympus said the acquisition will help create a global systems integration platform. Olympus and Image Stream Medical customers will experience no immediate changes in resources, services or contacts. Image Stream Medical will continue to operate as a wholly owned subsidiary under the existing name for the foreseeable future.
Status: Agreed