Deal Pipeline
Monday 11 July 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-DIAVERUM, YUEDA FORM JV TO OPERATE DIALYSIS CLINICS IN CHINA
German renal care provider Diaverum and the Chinese Yueda Group have launched a joint venture partnership, the companies said. Yueda is a large state-owned enterprise group with multiple public listed companies based in Jiangsu.
The JV will provide renal care services in China. Under the joint venture partnership, the plan is to establish a nationwide network of dialysis centres that fill the current supply and quality gap in China.
Status: Closed

-BIO-TECHNE TO ACQUIRE ADVANCED CELL DIAGNOSTICS FOR USD 250M PLUS EARNOUTS
US-based biotechnology company Bio-Techne Corp. (NASDAQ: TECH) has agreed to acquire genomic analysis consumables specialist Advanced Cell Diagnostics for USD 250m in cash plus contingent consideration of USD 75m due upon the achievement of certain milestones, the company said.
The transaction is expected to close on or about August 1, 2016, with closing subject to the satisfaction of customary closing conditions. This transaction will be financed through a combination of cash on hand and a revolving line of credit facility that Bio-Techne expects to obtain prior to the closing of the acquisition.
Status: Agreed

-AVAST TO ACQUIRE DUTCH SECURITY SOFTWARE FIRM AVG FOR USD 1.3BN
Czech security software company Avast Software and Dutch business, mobile and PC device security software applications developer AVG Technologies N.V., (NYSE: AVG) have entered into a purchase agreement in which Avast will offer to purchase all of the outstanding ordinary shares of AVG for USD 25.00 per share in cash, for a total consideration of approximately USD 1.3bn, the companies said.
Both companies were founded in the Czech Republic in the late 1980s and early 1990s, and expanded internationally in the 2000s. Avast said it is pursuing this acquisition to gain scale, technological depth and geographical breadth so that the new organisation can be in a position to take advantage of emerging growth opportunities in Internet security as well as organisational efficiencies.
Status: Agreed

-JOHNSON CONTROLS, TYCO SCHEDULE 17 AUGUST SHAREHOLDER VOTES ON MERGER
US-based industrial company Johnson Controls (NYSE: JCI) and Irish fire and security firm Tyco (NYSE: TYC) have each scheduled 17 August special meetings for their respective shareholders to vote on the proposed merger of the two companies, they said.
In January, the companies entered into a definitive merger agreement under which the firms will combine in a deal worth USD 14bn. As previously reported, at the effective time of the merger, Johnson Controls chairman and chief executive officer Alex Molinaroli will be appointed to the same role for the combined company.
Status: Agreed

-SOUTHERN POWER ACQUIRES ANOTHER TEXAS SOLAR PROJECT
US-based utility operator Southern Co's (NYSE: SO) Southern Power subsidiary has picked up its third Texas solar project in less than a year with the acquisition of the 102mw Lamesa Solar Facility from RES America Developments Inc., the company said.
Southern Power will sell the electricity and associated renewable energy credits generated by the facility under a 15-year power purchase agreement to the city of Garland. With more than 2,200mw of renewable generating capacity ownership, Southern Power assembled its renewable portfolio through the acquisition or development of 29 solar, wind and biomass projects that are either in operation or under construction across the United States.
Status: Closed

-CLEANTECH BIOFUELS ACQUIRES 99% INTEREST IN 25 VAN KEUREN TO PURSUE NEW JERSEY PROJECT
US-based early stage development company CleanTech Biofuels, Inc. (OTC: CLTH) has acquired a 99% membership interest in US-based 25 Van Keuren, LLC, the company said.
The New Jersey Sports and Exposition Authority has received certification of an amendment to the Solid Waste Management Plan from the New Jersey Department of Environmental Protection to include the proposed operation of a municipal solid waste transfer station and material recovery facility at a site located at 25 James Avenue, Jersey City, New Jersey.
Status: Closed

-THOMA BRAVO CLOSES ACQUISITION OF SUPPLY CHAIN OPERATING NETWORK ELEMICA
US-based private equity investment firm Thoma Bravo, LL has acquired supply chain operating network Elemica, the firm said.
As new owners of Elemica, Thoma Bravo's software and technology expertise complements the supply chain and business network expertise of Elemica, enabling the company to expand their solution portfolio and accelerate the time to market for new products. Elemica is now poised to help clients sustain growth and profitability with more robust solutions that connect trading partners for improved collaboration and quicker return on investment.
Status: Closed

-OAK HILL CAPITAL PARTNERS TO ACQUIRE NEW ENGLAND FIBRE OPTIC FIRM OXFORD NETWORKS
New England, US-based fibre-optic bandwidth infrastructure services provider Oxford Networks has entered into a definitive agreement to be acquired by US-based private equity firm Oak Hill Capital Partners, the company said.
Under the terms of the agreement, Oak Hill will acquire the company from its current private equity owners, Novacap and Bank Street Capital Partners. At the closing of the transaction, Oak Hill intends to combine the operations of Oxford with FirstLight Fiber.
Status: Agreed

-WEISERMAZARS MERGES WITH INTERNAL AUDIT SPECIALIST RISK MANAGEMENT GROUP
US-based accounting, tax and advisory services firm WeiserMazars LLP has merged with California internal audit service provider Risk Management Group, the firm said.
Risk Management Group, founded in 1984, provided full-service audits to over 230 financial institutions covering more than 60 banking disciplines. The group's 11 employees will join Weiser Mazars' advisory and consulting practice, enhancing its existing team that provides internal audit services to the banking industry.
Status: Closed

-HOUSTON HEALTHCARE FIRMS ADVANTAGE, COLLINS BENEFITS SOLUTIONS TO MERGE
US-based accounting, tax and advisory services firm WeiserMazars LLP has merged with California internal audit service provider Risk Management Group, the firm said.
Risk Management Group, founded in 1984, provided full-service audits to over 230 financial institutions covering more than 60 banking disciplines. The group's 11 employees will join Weiser Mazars' advisory and consulting practice, enhancing its existing team that provides internal audit services to the banking industry.
Status: Agreed

-GROCER FIESTA MART ACQUIRES 11 DALLAS-FORT WORTH AREA MINYARD FOOD STORES
Houston based grocer Fiesta Mart, L.L.C., is acquiring 11 Minyard Food Stores in the Dallas-Fort Worth Metroplex from RLS Supermarkets, L.L.C., the company said.
Fiesta is a specialty grocery retailer known for its international offerings. With the Minyard Food Stores acquisition, Fiesta will now operate 70 stores across Texas. In early 2015, Fiesta was purchased by private equity investment firm Acorn. The newly acquired Minyard store locations will continue to be supplied by current supplier AWG, along with Fiesta's supplier, Grocery Supply.
Status: Closed

-AMERICAN FAST FREIGHT ACQUIRES OCEAN AND AIR FREIGHT FORWARDER
US-based domestic ocean freight forwarder American Fast Freight, Inc. has acquired US-based ocean and air freight forwarder Global Transportation Services, Inc., the company said.
AFF is currently owned by The Resolute Fund II, L.P., a private equity fund managed by The Jordan Co, L.P., and AFF's management team. Headquartered in Kent, Washington, GTS is a freight forwarding and third-party logistics company.
Status: Closed

-PROXY ADVISOR ISS RECOMMENDS THAT EMC SHAREHOLDERS APPROVE USD 67BN DELL BUYOUT
US proxy advisory firm Institutional Shareholder Services (ISS) is recommending that shareholders of US-based storage company EMC Corp. (NYSE: EMC) vote in favour of the company's agreed merger agreement among Denali Holding Inc., Dell Inc., Universal acquisition Co., and EMC, the company said.
EMC shareholders will vote on the merger on 19 July 2016. Proxy advisor Glass Lewis has also recommended a "for" vote.
Status: Agreed

-US BANKRUPTCY COURT CLEARS ALPHA NATURAL RESOURCES TO SELL CORE ASSETS
The United States Bankruptcy Court for the Eastern District of Virginia approved a Plan of Reorganization for US coal company Alpha Natural Resources, Inc. (ANRZQ) and certain of its wholly owned subsidiaries, the company said.
In addition to plan confirmation, and consistent with a previously filed asset purchase agreement, the court also approved Alpha's sale of certain core coal assets to Contura Energy, Inc., a new company formed by a group of Alpha's first lien lenders.
Status: Agreed

-US COATINGS FIRM RPM ACQUIRES BRIDGE, HIGHWAY INFRASTRUCTURE MAINTENANCE SPECIALIST
US-based specialty coatings company RPM International Inc. (NYSE: RPM) has acquired specialist civil engineering and construction organisation Applied Polymerics, Inc. and Marketing Associates, Inc. (API/MAI) to be part of its Universal Sealants Ltd. business within the RPM Performance Coatings Group, the company said.
API/MAI manufactures, supplies and installs specialist construction products, including bridge expansion joints, concrete repair compounds, protective coatings and pavement preservation products. Based in Mount Airy, North Carolina, it has annual net sales of approximately USD 14m.
Status: Closed

-BLACKBOARD AFFILIATE LAUNCHES TENDER OFFER FOR EDUCATION TECHNOLOGY FIRM HIGHER ONE
US-based education technology company Blackboard Inc.'s Winchester Acquisition Corp. affiliate has launched its previously announced tender offer for all outstanding shares of common stock of US-based education payments technology provider Higher One Holdings, Inc. (NYSE: ONE) at a price of USD 5.15 per share, the company said.
The all-cash sale price represents a 37.3% premium over the closing price of the Higher One Holdings shares on 29 June and an equity value of USD 260m. This agreement has been unanimously approved by the boards of directors of Winchester Acquisition Corp., a newly formed subsidiary of Blackboard Inc.'s ultimate parent company and Higher One.
Status: Agreed

-BELLATRIX SELLS 35% INTEREST IN DEEP CUT GAS FLATS PLANT FOR CDN 112.5M
Canadian oil and gas company Bellatrix Exploration Ltd. (TSX: BXE) (NYSE: BXE) has entered into an agreement to sell a 35% minority interest in the Bellatrix O'Chiese Nees-Ohpawganu'ck deep-cut gas plant at Alder Flats to Keyera Partnership, one of the current co-owners of the Alder Flats Plant, for cash consideration of CDN 112.5m (USD 86m), the company said.
Bellatrix is currently a 60% owner in the Alder Flats Plant, which has a design inlet capacity of 230 mmcf/d and is being developed in two phases. Phase 1 was commissioned in May 2015 and Phase 2 is currently under construction and scheduled for completion in the first half of 2018.
Status: Agreed

-LEGG MASON ACQUIRES US INVESTMENT ADVISOR PLATFORM FINANCIAL GUARD
Maryland-based asset management holding company Legg Mason, Inc. (NYSE: LM) has agreed to acquire an 82% majority equity interest in Utah-based registered investment advisor platform Financial Guard LLC, the company said.
The firm will operate as part of Legg Mason's alternative distribution strategies business, which focuses on combining technology with Legg Mason's investment affiliates' capabilities to better serve clients.
Status: Closed

-PETMATE ACQUIRES ANIMAL COMFORT SPECIALIST PRECISION PET PRODUCTS
US-based pet products holding company Petmate has acquired US-based animal comfort products maker Precision Pet Products, the company said. Petmate will complete a full transition over the next four months of management of Precision Pet Products and its associated intellectual property to its corporate headquarters and distribution centre, both in Arlington, Texas.
Located in Orange County, California, Precision has been a primary supplier of wire crates and mats to leading pet specialty retailers since 1987.
Status: Closed

-AUTONATION TO ACQUIRE FOUR NEW YORK AUTO DEALERSHIPS
US-based automotive retailer AutoNation, Inc. (NYSE: AN) has agreed to acquire four stores, including five franchises, in the Westchester County, New York area, the company said.
The stores to be acquired are BMW Mt. Kisco, Land Rover Mt. Kisco and Jaguar Land Rover Larchmont/New Rochelle from The Premier Collection and White Plains Jaguar from DiSimone Imports, collectively representing approximately USD 190m in annual revenue and 2,600 retail new and used vehicle annual unit sales.
Status: Agreed

-FARMLAND PARTNERS TO ACQUIRE 2,400 ACRE FLORIDA FARM FOR USD 9.4M
Denver, Colorado-based real estate company Farmland Partners Inc. (NYSE: FPI) has agreed to acquire approximately 2,400 acres of land in Florida, the company said.
The total purchase price for the land is approximately USD 9.4m, and the total conversion costs are expected to be approximately USD 6.5m. The conversion process will consist primarily of timber removal and the installation of irrigation improvements. This acquisition is expected to close during 3Q16, and is subject to customary closing conditions.
Status: Agreed

-ALLCARE MEDICAL MERGES WITH HOSPICE EQUIPMENT FIRM NATIONAL HME
South Carolina-based medical equipment provider Allcare Medical, LLC has merged with Texas-based hospice equipment provider National HME, Inc, the company said. Over the past 11 years Allcare has established itself throughout the states of South Carolina and Georgia.
This marks the second major acquisition this year for National HME. Allcare Medical specialises in serving equipment to hospice agencies and hospice patients.
Status: Closed

-JAZWARES BUYS CHILDREN'S MUSICAL PRODUCTS MAKER FIRST ACT
Florida US-based toy and consumer electronics company Jazwares, LLC has acquired the musical products business of US-based children's musical products maker First Act Inc., the company said. Jazwares is a subsidiary of Alleghany Capital, which is a subsidiary of US-based insurance company Alleghany Corp. (NYSE: Y).
Headquartered in Boston, Massachusetts, First Act designs, markets, and supplies musical products, instruments, and accessories for children and young adults under the First Act™ and First Act Discovery™ brands, as well as a broad array of licensed properties.
Status: Closed

-SUNSHINE CAPITAL ACQUIRES SMALL CAP DEVELOPMENT; WILL ASSIST IN ACQUISITIONS
US-based Sunshine Capital Inc. (OTC: SCNP) has acquired Small Cap Development, Inc. to help with the execution of its plan to acquire positions in multiple public companies, the company said.
Small Cap Development offers companies assistance with the process of becoming fully reporting public companies and with compliance with OTC and SEC compliance requirements. The company focuses on assisting public companies to remain in good standing with the SEC, FINRA and other regulatory authorities.
Status: Closed

-INTERNET COWBOY VENTURES ACQUIRES SOUTH AMERICAN WEBSITE DEVELOPER LANDER
South America-based website landing page builder Lander has acquired by San Mateo, California-based incubator Internet Cowboy Ventures, the company said. Lander was created by Argentina-based software company Making Sense.
The amount and details of the transaction have been undisclosed. Lander is a web app that allows marketers to design, publish and A/B test landing pages in minutes, without the need of designers or developers. Launched in February of 2012, it now counts with over 50,000 users around the world, specially in the US and Asia.
Status: Closed

-CONFIE ACQUIRES 2 NEW YORK STATE INSURANCE BROKERAGE
US-based insurance provider Confie has acquired New York State insurance brokerages Lloyd D. Sprague and Son, Inc. (Dba Sprague Insurance) and J.N. Mason Agency, Inc, the company said. Sprague Insurance is a third generation agency that has provided service to businesses and residents since it was originally founded in 1848.
It is a third generation agency, having been continuously owned and operated by the Sprague family since 1921.
Status: Closed

-EMERGENCY RESPONSE SYSTEMS FIRM CONNECT AMERICA ACQUIRES HOME BUDDY
US-based personal emergency response systems provider Connect America has acquired Wichita-based medical alert system Home Buddy, LLC, the company said. The Healthcare Division of Connect America markets its medical alert and mobile alert products to home healthcare agencies, Medicaid agencies, hospitals, drugstore chains, and managed care organisations throughout the country.
Subscribers can choose from Connect America's standard landline PERS system, a Cellular system that needs no landline, or a Mobile/GPS-based system that protects users at home or on the go.
Status: Closed

-MOBERG PHARMA CLOSES USD 40M ACQUISITION OF US OTC PORTFOLIO FROM PRESTIGE BRANDS
Swedish drugmaker Moberg Pharma AB (OMX: MOB) has closed the acquisition of three over-the-counter brands in the US from Prestige Brands, Inc., the company said.
The purchase price amounted to USD 40m. Moberg said that the acquired portfolio includes New Skin, the #1 OTC liquid bandage brand in the US It is an antiseptic which kills germs and dries rapidly to form a clear protective cover. In addition to New Skin, the acquired portfolio also contains two mature brands, Fiber Choice and PediaCare.
Status: Closed

-GRANGES TO ACQUIRE NORANDA'S US ALUMINIUM ROLLING BUSINESS FOR USD 324.2M
Swedish aluminium products supplier Gränges AB has emerged as the winner in the court supervised auction to acquire Noranda Aluminum Holding Corp.'s downstream aluminium rolling business in the United States, the company said.
The final bid values the business and related assets to USD 324.2m on a cash and debt free basis (Enterprise Value). This transaction is anticipated to be accretive to Gränges earnings per share in 2016.
Status: Agreed

-ON SEMICONDUCTOR EXTENDS OFFER FOR FAIRCHILD, AGAIN
US-based chipmaker ON Semiconductor Corp. (NASDAQ: ON) has again extended its tender offer to purchase all of the outstanding shares of common stock of US-based chipmaker Fairchild Semiconductor International Inc. (NASDAQ: FCS) for USD 20.00 per share in cash, this time until 21 July 2016, the company said.
The deadline has been extended before, most recently from 23 June until 7 July. Before that is was extended from 9 June until 23 June, and before that from May to 9 June. Prior to that, it was extended from 12 May to 26 May. Before that it was extended from 28 April to 12 May, and before that from 14 April to 28 April. Previously, it was extended 31 March to 14 April.
Status: Agreed

-SIRIS CAPITAL TO ACQUIRE CONTENT MANAGEMENT FIRM POLYCOM FOR USD 2BN IN CASH
US-based private equity firm Siris Capital Group, LLC's affiliates have submitted a unilaterally binding offer to acquire all outstanding shares of US-based content management firm Polycom, Inc. (NASDAQ: PLCM) for a price of USD 12.50 per share in cash, the company said.
In accepting this bid, Polycom's board of directors has approved the termination of the company's previously announced merger agreement with Mitel Networks Corp.
Status: Agreed