Deal Pipeline
Tuesday 10 May 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-COWEN CLOSES ACQUISITION OF FOUR CRT CAPITAL BUSINESSES
US-based financial services firm Cowen Group, Inc. (NASDAQ: COWN) has closed the acquisition of CRT Capital Group LLC's credit products, credit research, special situations and emerging markets units, the company said.
The transaction for Cowen is expected to be mildly accretive to book value and slightly dilutive to tangible book value in the first year. CRT will be renamed Cowen Credit Research and Trading. CRT will use the proceeds from the transaction to invest further in its Equities, Banking and Rates businesses.
Status: Closed

-TRIBUNE PUBLISHING POPS A POISON PILL
US-based media company Tribune Publishing Co.'s (NYSE: TPUB) board of directors has adopted a limited duration shareholder rights plan, the company said.
Tribune said that the rights plan was adopted in response to the April 12, 2016 unsolicited acquisition proposal from Gannett Co., Inc. (NYSE: GCI) to acquire all the outstanding shares of Tribune Publishing common stock for USD 12.25 per share in cash and was designed to deter any attempt to obtain control of the company in a manner or on terms that are not in the best interest of shareholders.
Status: Bidding

-FARMERS NATIONAL INSURANCE TO ACQUIRE BOWERS GROUP
US-based financial services firm The Farmers National Bank of Canfield has entered into a definitive agreement providing for the acquisition of the Bowers Insurance Agency, Inc. and intended merger of the Bowers Group with Farmers' Farmers National Insurance, LLC insurance agency subsidiary, the firm said.
The strategic merger is expected to enhance Farmers' current company and product line up, and offer broader options of commercial, farm, home, and auto property/casualty insurance carriers to meet all the needs of all Farmers' customers.
Status: Agreed

-CHINA MOLYBDENUM UNIT TO ACQUIRE FREEPORT STAKE IN CONGO COPPER MINE FOR USD 2.65BN
Chinese mining company China Molybdenum Co., Ltd's CMOC Ltd. subsidiary has entered into a definitive agreement with US-based mining company Freeport-McMoRan Inc. (NYSE: FCX) to acquire 100% of its interest in Freeport-McMoRan DRC Holdings Ltd., which holds Freeport's indirect 56% interest in the Tenke Fungurume copper-cobalt mine located in the Democratic Republic of the Congo, CMOC said.
The agreed purchase price is USD 2.65bn in cash plus contingent consideration of up to USD 120m, which consists of a USD 60m payment if the average realised copper price exceeds USD 3.50 per pound, and a USD 60 m payment if the average realised cobalt price exceeds USD 20 per pound, both during the two-year period ending 31 December 2019.
Status: Agreed

-JAB BEECH TO BUY US DONUT RETAILER KRISPY KREME FOR USD 1.35BN
US-based donut retailer Krispy Kreme Doughnuts, Inc. (NYSE: KKD) has agreed to be acquired by US-based investment company JAB Beech Inc. for USD 21 per share in cash, or a total equity value of approximately USD 1.35bn, the company said.
JAB Beech is an indirect controlled subsidiary of JAB Holding Company in which BDT Capital Partners is a minority investor alongside JAB. The agreement, which has been unanimously approved by Krispy Kreme's board of directors, represents a premium of approximately 25% over the company's closing stock price on 6 May 2016.
Status: Agreed

-SWEDISH OIL AND GAS GROUP PA RESOURCES TO SELL OFFSHORE TUNISIA LICENSES TO ETAP
Subsidiaries of Swedish oil and gas group PA Resources AB (STO: PAR) (OSE: PAR) have executed a sale and purchase agreement with Tunisian national oil company ETAP, The, to sell their entire licence interests onshore and offshore Tunisia, to ETAP, the group said.
Those subsidiaries are PA Resources Tunisia Ltd., Hydrocarbures Tunisie Didon Ltd., Hydrocarbures Didon Jersey Ltd. and Hydrocarbures Tunisie Corp. The sale is subject to customary government consents but the company does not anticipate any issues given the identity of the buyer.
Status: Agreed

-UK COMPEITION AND MARKETS CLEARS JRJR NETWORKS ACQUISITION OF BETTERWARE
The United Kingdom government agency has cleared the acquisition by US-based direct-to-consumer company JRJR 33, Inc., d/b/a JRJR Networks (NYSE MKT: JRJR) (formerly CVSL Inc.) of UK-based direct-to-consumer company Betterware Ltd., the company said
JRJR Networks wasformerly known as CVSL Inc. Under that name, the company bought 100% of Betterware Ltd. last October. With about 5,000 distributors, Birmingham-based Betterware conducts business throughout the UK and Ireland.
Status: Closed

-TAQNIA SPACE, SKYWARE AND CRESCENT FORM JV WITH KACST SAUDI ARABIA
Saudi satellite operator Taqnia Space, terminal solutions and satellite RF electronics Skyware and Saudi communications technology company Crescent have signed a joint venture agreement in Saudi Arabia with KACST as the technology partner, the companies said.
King Abdulaziz City for Science and Technology (KACST) is an independent Saudi scientific organisation with a long experience in research and development. With its current scientific Saudi resources and technology experts, KACST is considered to be the main technology partner for the new venture in Saudi Arabia.
Status: Agreed

-EIG BIDS TO ACQUIRE PACIFIC EXPLORATION AND PRODUCTION
US-based energy investor EIG Global Energy Partners' EIG Management Co, LLC has submitted a binding proposal to provide debtor-in-possession financing to, and sponsor a restructuring of, Pacific Exploration and Production Corp. (TSX: PRE) (BVC: PREC) pursuant to formal proceedings under the laws of Canada, Colombia, and the United States, EIG said.
Status: Agreed

-MILLSTEIN AND CO ACQUIRES INDIANA MANUFACTURER METAL POWDER PRODUCTS
US-based aluminum and ferrous powder metal components manufacturer Metal Powder Products has been acquired by US-based investment management and financial services firm Millstein and Co., the company said.
Millstein Capital, the firm's private equity business, focuses on control-oriented investments in the financial services, technology, industrial, consumer and technology-enabled business services sectors in the United States.
Status: Closed

-INTERVAL LEISURE GROUP, STARWOOD HOTELS AND RESORTS WORLDWIDE FIND GOOD NEWS ON US TAXES
US-based leisure services company Interval Leisure Group, Inc. (NASDAQ: IILG) and US-based hotel operator Starwood Hotels and Resorts Worldwide, Inc. (NYSE: HOT) have concluded that no withholding of tax under the Foreign Investment in Real Property Tax Act of 1980 is required with respect to ILG common stock received by any person in ILG's upcoming acquisition of Starwood's vacation ownership business, Vistana Signature Experiences, Inc., the companies said.
In addition, the parties are working with the Internal Revenue Service to confirm that any gain realised by a non-US holder that is treated for tax purposes as owning 5% or less of the stock of Starwood and Vistana between and including the record date and the closing date will not be subject to FIRPTA tax on the disposition of Vistana stock in the transaction.
Status: Agreed

-TALLGRASS CLOSES USD 440M ACQUISITION OF SEMPRA STAKE IN ROCKIES EXPRESS PIPELINE
Kansas-based gas pipeline operator Tallgrass Development LP's Rockies Express Holdings LLC (REX) subsidiary has signed a purchase agreement with a unit of US-based power plant operator Sempra US Gas and Power to acquire Sempra's 25% membership interest in REX for cash consideration of USD 440m, the company said.
Tallgrass Development is a subsidiary of Tallgrass Energy Partners, LP (NYSE: TEP) and Tallgrass Energy GP, LP (NYSE: TEGP).
Status: Closed

-UPSERVE ACQUIRES RESTAURANT POINT OF SALE SYSTEM BREADCRUMB FROM GROUPON
US-based restaurant management platform Upserve has acquired cloud-based restaurant point-of-sale platform Breadcrumb from Groupon (NASDAQ: GRPN), the company said.
Upserve said that the deal creates industry's largest cloud-based restaurant management platform serving more than 6,000 restaurants in every US state. The deal brings together Breadcrumb's mobile Point of Sale with Upserve's smart management assistant allows Upserve to deliver a more complete suite of solutions purpose-built for restaurants to increase profit, improve guest experiences, lift productivity, and reduce costs.
Status: Closed

-FIRST RESERVE TO ACQUIRE PART OF CROMPTON GREAVES' INTERNATIONAL TRANSMISSION, DISTRIBUTION DIVISION
US-based private equity and infrastructure investment firm First Reserve has agreed to acquire a subset of the international power transmission and distribution division of Indian electrical energy management firm Crompton Greaves Ltd., the company said.
This deal has an enterprise value of EUR 115m (USD 130.90m). The acquired division, which is expected to be rebranded as Pauwels, manufactures transformers and switchgears, as well as provides systems across the transmission and distribution space.
Status: Agreed

-SHENTEL CLOSES USD 640M ACQUISITION OF NTELOS
US-based wireless voice and data communications company Ntelos Holdings Corp. (NASDAQ: NTLS) has closed a merger agreement with Shenandoah Telecommunications Co. (NASDAQ: SHEN) and Gridiron Merger Sub, Inc. at the company's 2015 annual meeting of stockholders, Ntelos said.
The all-cash transaction valued at approximately USD 640m, including net debt. Ntelos shareholders received USD 9.25 per share in cash.
Status: Closed

-US ENGINEERING FIRM TEC ACQUIRES W.E. MONKS AND CO. ENGINEERS
US-based engineering services company Tec Inc. Engineering and Design has acquired US-based engineering firm W.E. Monks and Co. Engineers, effective 9 May, the company said.
Tec and Monks both offer similar mechanical, electrical, plumbing engineering services to clients in similar vertical markets, including health care and higher education. Tec said that, by leveraging these commonalities, this strategic merger will expand the depth and breadth of the firm's capabilities to better support the long-term growth and success of clients in Ohio and beyond.
Status: Closed

-AMERICAN LITHIUM TO ACQUIRE ATLANTIS PROPERTY IN NEVADA
Canadian lithium miner American Lithium Corp. (TSX Venture: LI) has entered into an agreement to acquire all of the outstanding share capital of British Columbia mineral exploration company 1065604 BC Ltd., the company said.
1065604 BC holds a right to acquire a series of 69 placer claims and 19 association placer claims, comprising a total of 2,882 acres, located in Esmeralda County, Nevada, and known as the Atlantis Property.
Status: Agreed

-VIRTUALSCOPICS BOARD SAYS GASTINEAU PARTNERS BID NOT EXPECTED TO LEAD TO SUPERIOR PROPOSAL
US-based clinical trial imaging solutions VirtualScopics, Inc.'s (NASDAQ: VSCP) board of directors and advisors have determined that an unsolicited proposal from a group identifying itself as Gastineau Partners, LLC would not reasonably be expected to lead to a Superior company Proposal under the terms of its merger agreement with US-based wireless medical technology firm BioTelemetry, Inc. (NASDAQ: BEAT), the company said.
On 25 March, BioTelemetry announced its agreement to acquire VirtualScopics. The total purchase consideration is approximately USD 15.5m.
Status: Agreed

-SOUTHERN CO CLOSES USD 431M ACQUISITION OF POWERSECURE
US-based utility operator Southern Co. (NYSE: SO) has closed its acquisition of US-based utility and energy technologies company PowerSecure International, Inc. (NYSE: POWR), the company said.
In February, the boards of Southern Co and PowerSecure International approved a definitive merger agreement through which Southern Co will acquire PowerSecure. PowerSecure provides utility and energy technologies to electric utilities, and their industrial, institutional and commercial customers.
Status: Closed

-LUMIN MEDICAL BUYS ONLINE REPUTATION MANAGEMENT SOFTWARE FROM IMPLEMENTING TECHNOLOGIES
US-based patient satisfaction solutions company Lumin Medical LLC has acquired the Online Reputation Management assets from Implementing Technologies LLC and is moving the business from Charleston, South Carolina, to Franklin, Wisconsin, the company said.
Lumin Medical said that the acquisition has enabled it to incorporate ORM into its PatientTrak platform, a web-based tracking system that features cloud-based software solutions that bring visibility to the patient experience before, during and after a visit to his or her healthcare provider.
Status: Closed

-BANKING REGULATORS CLEAR MERGER OF VIRGINIA, US BANK HOLDING COMPANIES CARDINAL BANKSHARES, GRAYSON
US banking regulators The Virginia Bureau of Financial Institutions, the board of Governors of the Federal Reserve System, and the Office of the Comptroller of the Currency all have approved the applications filed for the combination of Virginia, US-based bank holding company Cardinal Bankshares Corp. (OTC: CDBK) and Grayson Bankshares, Inc. (OTC: GSON), the banks said.
Special shareholder meetings are set for 24 May and 26 May for Grayson and Cardinal, respectively, and management and boards of both organizations have been holding informational sessions in their communities to discuss the combination.
Status: Agreed

-COMPASS DIVERSIFIED'S ERGOBABY TO ACQUIRE NEW BABY TULA FOR USD 73.8M
US-based middle market business owner Compass Diversified Holdings's (NYSE: CODI) The ERGObaby Carrier, Inc. subsidiary has entered into a definitive agreement to acquire US-based baby carrier manufacturer New Baby Tula LLC for a purchase price of USD 73.8m, the company said.
This price excludes working capital and a potential earn-out payment of USD 8.2m based on 2017 financial performance. The acquisition is expected to close within the next 45 days, subject to customary closing conditions. Baby Tula was founded in 2009 and makes premium baby carriers, toddler carriers, slings, blankets and wraps that comfortably and ergonomically support the bond between parent and child.
Status: Agreed

-AUSTRIAN COMPETITION AUTORITY CLEARS US ATM MAKER DIEBOLD TO BUY WINCOR NIXDORF
The Austrian Competition Authority has cleared US-based cash machine maker Diebold, Inc.'s (NYSE: DBD) acquisition of German banking software, hardware and services firm Wincor Nixdorf AG (FWB: WIN) effective 10 May 2016, the company said.
Earlier this year, Diebold obtained antitrust clearance in the United States, China and Turkey. The takeover offer remains subject to regulatory approval in other countries and is targeted to close in the summer of 2016. Last November, Diebold agreed to buy rival Wincor Nixdorf in USD 1.8bn deal.
Status: Agreed

-AMTRUST FINANCIAL SERVICES CLOSES ACQUISITION OF UK MORTGAGE INSURER
US-based insurance holding company AmTrust Financial Services, Inc. (NASDAQ: AFSI) has closed the acquisition of UK-based mortgage insurer Genworth Financial Mortgage Insurance Ltd. from a subsidiary of US-based Genworth Financial, Inc. (NYSE: GNW) in a cash deal, the company said. 
Genworth received net proceeds of around USD 50m. As of 30 June 30, 2015, GFMI's tangible book value was approximately USD 155m. Based in the UK, GFMI is in the European mortgage insurance market, currently providing products in the UK, Finland, Italy and Germany. 
Status: Closed

-HCP TO SPIN OFF HCR MANORCARE NURSING, ASSISTED LIVING PORTFOLIO
US-based healthcare REIT HCP's (NYSE: HCP) board of directors has unanimously approved a plan to spin off its HCR ManorCare portfolio of skilled nursing and assisted living assets, as well as other skilled nursing assets, into an independent, publicly-traded REIT, the company said.
Following the completion of the spin-off, HCP's diversified portfolio is expected to consist of more than 860 properties, generating annual portfolio income of approximately USD 1.4bn.
Status: Agreed

-SORRENTO THERAPEUTICS HIRES ADVISORS; EXPLORES STRATEGIC ALTERNATIVES
US-based drugmaker Sorrento Therapeutics, Inc. (NASDAQ: SRNE) has engaged financial advisors to assist the company in exploring and evaluating strategic alternatives to maximise shareholder value, the company said.
Sorrento engaged Guggenheim Securities and PJT Partners to review a number of strategic alternatives. The company said it does not have a defined timeline for the exploration of strategic alternatives and is not confirming that the evaluation will result in any strategic alternative being announced or consummated.
Status: Speculation

-ARROW GLOBAL CLOSES EUR 100M ACQUISITION OF DUTCH COLLECTIONS FIRM INVESTING
UK-based debt purchaser and manager Arrow Global Group plc (LSE: ARW) has completed the acquisition of Dutch consumer debt purchaser and collections provider InVesting B.V., the company said.
InVesting has operations in the Netherlands and Belgium. The total consideration for the acquisition was around EUR 100m (USD 113.81m) on an enterprise value basis, which included the acquisition of EUR 663m of portfolios by face value and an Estimated Remaining Collections of EUR 107m.
Status: Closed

-STANDARD LIFE TO ACQUIRE AXA'S UK-BASED ELEVATE PLATFORM BUSINESS
UK-based insurer Standard Life plc (LSE: SL) has reached an agreement to acquire the entire issued share capital of AXA Portfolio Services Ltd. (trading as Elevate) from French insurer AXA's AXA UK plc unit, the company said.
Terms of the deal were not disclosed. However, Financial Times said that the sale of the platform business was one of three deals totaling EUR 830m, through which AXA will exit the UK life insurance business. FT cited Macquarie analyst Andy Hughes, who estimated the Elevate business to be worth around GBP 50m (USD 72.02).
Status: Agreed

-CLS HOLDINGS SELLS REMAINING SWEDISH INVESTMENT PROPERTY
UK-based commercial property investment business CLS Holdings plc (LSE: CLI) has closed on the disposal of Vänerparken, its remaining investment property in Sweden, the company said.
The 418,800 sq ft (38,900 sqm) mixed-use office, educational, residential, leisure and medical complex Vänerparken, Vänersborg has been sold to Bengt Linden AB for SEK 590m (USD 72.33m). In a separate transaction, CLS has redeemed at par its SEK 300m bond due 2016. The bond, which was issued in April 2011, was repaid on maturity on 27 April 2016 from the company's cash resources.
Status: Closed

-GAME DIGITAL ACQUIRES AUGMENTED REALITY SOFTWARE BUSINES FOR GBP 2M
UK-based gaming products and services company Game Digital plc (LSE: GMD) has acquired the trade and assets of UK-based augmented reality software business Ads Reality Ltd. for an initial consideration of GBP 2m (USD 2.88m), the company said.
Additional potential payments to the founding directors Richard Corps and Prajay Kamat could total up to GBP 18m, subject to performance conditions. Ads Reality specialises in the development of uses of augmented reality across a wide range of industries including the video game, retail and entertainment sectors.
Status: Closed

-ERGOMED TO ACQUIRE TOPICAL PRODUCTS DEVELOPER HAEMOSTATIX
UK-based drug development services provider Ergomed plc, (AIM: ERGO) plans to acquire UK-based topical products developer Haemostatix Ltd., the company said.
Haemostatix focused on developing a pipeline of topical products to treat surgical bleeding (coagulants or 'haemostats'). Ergomed is acquiring 100% of the issued share capital of Haemostatix for an initial consideration of GB P8m (USD 11.52m), with further success and sales based payments of up to GBP 20m.
Status: Agreed

-MAINTEL HOLDINGS CLOSES ACQUISITION OF AZZURRI COMMUNICATIONS
UK-based networking integrator Maintel (AIM: MAI) has closed the acquisition of the whole of the issued and to be issued share capital of the Azzurri Communications Group at an enterprise value of GBP 48.5m (USD 69.86m), the company said.
Azzurri Communications provides a range of communication services, including telephony, mobile services, document solutions, workforce optimisation, security, UCaaS and managed service products. It has an attractive customer base focused on UK SMEs and enterprises in the private and public sector.
Status: Closed

-LXB RETAIL PROPERTIES CLOSES SALE OF RUSHDEN LAKES
Jersey-based closed-ended real estate investment company LXB Retail Properties Plc has closed the sale its Rushden Lakes investment to The Crown Estate for GBP 65.2m (USD 93.91m) in cash, the company said.
The contract for the disposal of Rushden Lakes was exchanged just over 12 months ago in April 2015 but completion was conditional on satisfaction of a number of conditions, largely relating to planning, lettings and highways. This contract is a forward funding arrangement whereby TCE will fund the future development costs with LXB retaining responsibility for overseeing the development and lettings.
Status: Closed

-UK VENTURE CAPITAL FIRM BP MARSH SELLS RANDALL AND QUILTER STAKE
UK-based financial services-focused venture capital provider B.P. Marsh and Partners Plc (AIM: BPM) has sold its 1.32% stake in UK-based insurer Randall and Quilter Investment Holdings to Brian Marsh Enterprises Ltd. for consideration of GBP 1.02m (USD 1.47m), the company said.
Brian Marsh Enterprises Ltd. is owned by Brian Marsh, chairman and majority shareholder of the company. This transaction results in a realised gain for the company of GBP 247,000 on the investment as compared to the latest booked value of GBP 773,000 (yet to be audited and published) which was the carrying value at 31 January 2016.
Status: Closed