Deal Pipeline
Monday 11 June 2018
The following is a list of deals covered in detail by M and A Navigator this week:

-MEDICAL PROPERTIES TRUST, PRIMONIAL ENTER JV TO OWN 71 GERMAN POST-ACUTE HOSPITALS VALUED AT EUR 1.635BN

US-based hospital real estate finance specialist Medical Properties Trust, Inc. (NYSE: MPW) has entered into agreements with French wealth management firm Primonial Group to form a joint venture pursuant to which a fund managed by Primonial Group will acquire a 50% interest in an MPT portfolio of 71 post-acute hospitals throughout Germany, MPW said.
MPT will retain a 50% interest in the portfolio through the joint venture and an MPT affiliate will continue to manage the facilities. The transaction values the portfolio at approximately EUR 1.635bn. Based on the agreed 6.0% valuation of the portfolio's 2017 rents, MPT expects to report a gain of approximately EUR 500m upon closing.
Status: Agreed


-CLEAN ENERGY FUELS WINS SHAREHOLDER NOD FOR TOTAL EQUITY INVESTMENT

Shareholders of US-based natural gas fuel and renewable natural gas fuel provider Clean Energy Fuels Corp. (NASDAQ: CLNE) have approved the proposed purchase by French oil and gas major Total S.A.'s (CAC: TOTF.PA) Total Marketing Services S.A. subsidiary of 50.8m shares of Clean Energy's common stock for gross proceeds of USD 83.4m, the company said.
The purchase and sale of the shares is expected to close on or about 13 June 2018. Total's acquisition will represent 25% of Clean Energy's outstanding shares and will make it Clean Energy's largest shareholder.
Status: Agreed


-SYNCHRONY CLOSES ACQUISITION OF LOOP COMMERCE TO DIVERSIFY DIGITAL COMMERCE CAPABILITIES

Connecticut, US-based financial services company Synchrony (NYSE: SYF) has closed the acquisition of California, US-based digital gift commerce company Loop Commerce, the company said.
Financial terms were not disclosed; the deal is not expected to have material impact on Synchrony's financial results. The acquisition will help diversify Synchrony's business, broaden its reach, provide more strategic value and capabilities for partners and deepen its technology portfolio.
Status: Closed


-AQUA PENNSYLVANIA TAKES STEPS TO CLOSE ON LIMERICK'S WASTEWATER SYSTEM PURCHASE

US-based water utility operator Aqua America, Inc.'s (NYSE: WTR) Aqua Pennsylvania subsidiary has reached a joint settlement agreement, allowing Aqua to move toward closing its purchase of Limerick Township's wastewater assets, the company said.
The Pennsylvania Public Utility Commission must approve the settlement prior to closing. This system serves approximately 5,400 wastewater connections in Montgomery County. The transaction will be the second application Aqua Pennsylvania will ask the PUC to consider since the commonwealth enacted Act 12, fair market valuation legislation.
Status: Agreed


-COBALT POWER GROUP CLOSES ACQUISITION OF THE ONTARIO COBALT BLOCK IN COBALT MINING CAMP

Canada-based exploration company Cobalt Power Group Inc. (TSX Venture: CPO) (OTC: CBBWF) has closed the recently acquired Ontario Cobalt block which increases Cobalt Power's landholdings by approximately 25% to over 11,680 ha (28,862 acres), the company said.
This acquisition positions Cobalt Power as one of the largest landowners in the Cobalt and Silver Center camps of Ontario. The Ontario Cobalt Project consists of 14 mineral claims (184 units) covering 2,944 ha (7,275 acres) located in the Cobalt Camp, Ontario.
Status: Closed


-ENERGIZER HOLDINGS, SPECTRUM BRANDS SEEK EUROPEAN COMMISSION NOD FOR MERGER

Missouri, US-based batteries and portable lighting products manufacturer Energizer Holdings, Inc. (NYSE: ENR) and Spectrum Brands Holdings, Inc. (NYSE: SPB) plans to file for merger review with the European Commission regarding Energizer's proposed acquisition of Spectrum Brands' Battery and Portable Lighting Business for USD 2bn in cash, the companies said.
Energizer and Spectrum Brands are working with the Commission, as well as other regulators around the world, to obtain the necessary approvals to complete the transaction.
Status: Agreed

-TM CAPITAL ADVISES TATE'S BAKE SHOP ON USD 500M SALE TO MODELEZ
US-based investment banker TM Capital Corp. advised New York, US-based cookie brand Tate's Bake Shop, a portfolio company of private equity firm The Riverside Company, on its sale to snack and beverage giant, Mondel─ôz International (NASDAQ: MDLZ), the firm said.
TM Capital served as a financial advisor to Tate's in this transaction valued at approximately USD 500m. The firm previously advised Tate's, and founder Kathleen King, in a 2014 recapitalisation with The Riverside Company.
Status: Agreed

-HEXAGON ACQUIRES AUTONOMOUS VEHICLE SOLUTIONS SUPPLIER AUTONOMOUSTUFF
Swedish digital solutions company Hexagon AB has acquired of integrated autonomous vehicle solutions supplier AutonomouStuff, the company said. Founded in 2010, US-based AutonomouStuff is pioneering turn-key platforms for autonomous vehicle development, robotics and data intelligence innovation.
Its turn-key platforms, which utilise a robust portfolio of technologies, are deployed in pilot programmes worldwide representing more than 2,500 customers in the automotive and technology sectors across Silicon Valley, America, Europe, and Asia.
Status: Closed

-ATLANTIC COMMUNITY BANK OPENS AS SOUTH ATLANTIC BANK
South Carolina, US-based South Atlantic Bancshares, Inc., (OTC: SABK) will the offices of the recently-acquired Atlantic Community Bank as South Atlantic Bank on 11 June, the company said.
The offices are located at 1 Sheridan Park Circle in Bluffton and 5A Park Lane on Hilton Head Island. South Atlantic Bank now has nine offices along the South Carolina coast and is excited to expand into the Bluffton and Hilton Head markets.
Status: Closed

-CRESCENT REAL ESTATE BUYS DENVER'S BROWN PALACE HOTEL AND SPA
Texas, US-based Crescent Real Estate LLC has acquired Denver, Colorado-based The Brown Palace Hotel and Spa, the companies said. Located in downtown Denver, The Brown Palace is the longest continuously operating hotel in the city. The front doors of The Brown Palace Hotel and Spa opened on Aug.12, 1892, and they have never been locked since.
Crescent plans comprehensive investments that will enhance the property's 241 exquisite guestrooms and Top of The Brown suites. Enhancements will retain the elegance of The Brown Palace's signature appearance while presenting a new level of luxury and sophistication.
Status: Closed

-CHINA'S NFC TO INVEST USD 70M IN KOKSAY PROJECT
China Nonferrous Metal Industry's Foreign Engineering and Construction Company Ltd. plans to invest USD 70m into UK-based copper company KAZ Minerals' plc (LSE: KAZ) Koksay project, Kaz said.
Following the USD 70m investment, which is subject to certain conditions precedent including regulatory approvals in Kazakhstan and China, NFC will hold a 19.4% stake in the Koksay project.
Status: Agreed

-ABERDEEN STANDARD EUROPEAN LOGISTICS INCOME ACQUIRES SECOND ASSET FOLLOWING IPO
UK-based investment company Aberdeen Standard European Logistics Income plc (LSE: ASLI) has exchanged contracts to acquire a new development in a modern logistics hub located in Erlensee Langendiebach, Frankfurt for an expected net value of EUR 33.3m (USD 39.23m) from regional developer Ferdinand Fäth, the company said.
The acquisition will be funded from existing cash, following the successful launch of the company in December 2017, with completion expected in September 2018.
Status: Agreed

-ANGLO PACIFIC GROUP ACQUIRES ROYALTY ON CAARIACO COPPER PROJECT
UK-based natural resources and royalty business Anglo Pacific Group plc (LSE: APF) (TSX: APY) has entered into an agreement with Entrée Resources Ltd., to acquire an existing 0.5% net smelter return royalty over the Cañariaco Copper Project in Peru, which is 100% owned by Canadian miner Candente Copper Corp., the company said.
Anglo Pacific will provide Entrée with USD 1m (~GBP 0.75m) as consideration for the royalty, payable in Anglo Pacific shares at transaction close. Located in Peru, the Cañariaco Project covers an extensive porphyry complex which includes the Cañariaco Norte, Cañariaco Sur, and Quebrada Verde porphyry deposits.
Status: Closed

-MEDICX FUND ACQUIRES TWELVE PRIMARY HEALTHCARE CENTRES FOR GBP 63.8M
UK-based specialist primary care infrastructure investor MedicX, (LSE: MXF) has completed the off-market acquisition of a portfolio of 12 operational and fully let primary care medical centres for a price of GBP 63.8m (USD 85.68m), adding 8.9% to the company's portfolio value, the company said.
The acquired portfolio has a gross rent roll of approximately GBP 3m per annum and a weighted average unexpired lease term of 14 years with an average lot size of GBP 5.3m.
Status: Closed

-CLOVIS POINT EXITS A MAJORITY OF ITS POSITION IN MEDIAPRO HOLDINGS
US-based private equity fund Clovis Point Capital, LLC has exited a majority of its position in US-based MediaPRO Holdings, LLC via a majority recapitalisation with Frontier Capital, the firm said.
MediaPRO, a Bothell, Washington based SaaS-based provider of security, privacy, and compliance awareness training solutions. Frontier Capital is a Charlotte-based growth equity firm focused exclusively on software and tech-enabled business services companies.
Status: Closed

-GUMBINER SAVETT MERGES WITH KATZ FRAM AND CO
California, US-based public accounting firm Gumbiner Savett Inc has joined with Los Angeles CPA and business management firm Katz Fram and Co., the firm said.
Katz Fram partner, Arnold I. Fram, comes to Gumbiner Savett as a principal and will spearhead the new business management practice. Katz Fram partner, Kurt Yamaguchi, also joins as a principal. Headed by Arnold Fram, Katz Fram has served the Los Angeles community since it was established in 1972.
Status: Closed

-IMMUNE THERAPEUTICS ACQUIRES 10% STAKE IN CYTOCOM; OBTAINS EXCLUSIVE RIGHTS TO LODONAL FOR PETS IN THE US
US-based biopharmaceutical company Immune Therapeutics, Inc. (OTCQB: IMUN) has modified a 2014 exclusive licensing agreement with Cytocom, Inc., a late stage biotechnology company that specializes in T-Cell activation immunotherapies, the company said.
The amended and resaid license agreement was entered in conjunction with a stock purchase agreement where the company agreed to acquire 10% of Cytocom's issued and outstanding common stock in exchange for cancelation of approximately USD 4.1m of debt owed by Cytocom to the company.
Status: Agreed


-RAVENQUEST TO PURCHASE CANNABIS PRODUCER WESTERN AGRIPHARMA

Canadian cannabis company RavenQuest BioMed Inc. (CSE: RQB) has entered into a binding letter of intent with Canadian cannabis grower Western Agripharma Ltd. and 0929476 B.C. Ltd. in pursuit of a transaction involving the acquisition of all the outstanding share capital of Western Agripharma and a fifteen acre parcel of land held by NumberCo, the company said.
Western Agripharma is a late stage applicant with Health Canada in the development of a 125,000 square foot facility, purpose-built for the production of cannabis in Port Mellon, on British Columbia's Sunshine Coast.
Status: Agreed


-CROP ACQUIRES ESTABLISHED US CANNABIS BRAND PORTFOLIO

Canadian cannabis company CROP Infrastructure Corp. (CSE: CROP) (OTC: CRXPF) has entered into a licensing agreement for four established cannabis brands that are currently being sold in Washington and will be available in California shortly, the company said.
CROP will be sub-licensing these established brands to its tenant growers in California and Washington. Furthermore CROP announces it has acquired 10 additional brands for license to its tenant growers.
Status: Agreed


-LEAF GROUP ACQUIRES WELLNESS SITE WELL+GOOD

US-based consumer Internet company Leaf Group Ltd. (NYSE: LFGR) has acquired wellness media firm Well+Good, the company said.
Leaf Group purchased all the outstanding equity interests of Well+Good for USD 10m upfront and agreed to pay incremental cash consideration targeted at USD 9m upon the achievement of certain operating targets through the end of the 2020 fiscal year.
Status: Closed


-GROUPE LEXIS MEDIA ACQUIRES THREE TC MEDIA PUBLICATIONS

Canadian flexible packaging and printing company Transcontinental Inc.'s (TSX: TCL.A) (TSX: TCL.B) TC Media media sector has sold three more of its local newspapers, as well as their related web properties, to Groupe Lexis Média inc., a company of which Frédéric Couture is president, the group said.
In total, 26 employees of the various publications and 1 employee from TC Media's Production team are transferred to Groupe Lexis Média inc. TC Transcontinental also concluded a multi-year agreement for the printing and distribution of all of these titles.
Status: Closed


-C AND J FINANCIAL ACQUIRES US FACTORING FIRM BETA CAPITAL

US-based insurance assignment funding provider C and J Financial, LLC, through its affiliate, Security National Financial Corp. (NASDAQ: SNFCA) has acquired Beta Capital Corp. of Portsmouth, Virginia, the company said.
Beta Capital has been operating in the assignment factoring business for over 22 years and has strong brand recognition in the industry. Beta Capital has over 200 funeral home clients across the United States and funds over USD 30m dollars of insurance assignments annually.
Status: Closed


-WILLIAMSVILLE SEARS TO ACQUIRE CANADIAN ENTERTAINMENT GROUP BUDS

US-based holding corporation Williamsville Sears Management Inc. (OTC: WSML) has signed a letter of intent for the acquisition of Canadian entertainment group Buds Entertainment Inc. in an all-stock transaction, the company said.
The acquisition anticipated by the LOI is the result of a process initiated following WSML's strategic review announced a few months ago. If consummated, WSML will own 100% of the outstanding shares of Buds Entertainment Inc. Buds Entertainment's primary focus is in film and music production and the link below leads to their main hip hop artist's music videos.
Status: Agreed

-DASEKE CLOSES ACQUISITION OF RIG MOVING SPECIALIST AVEDA TRANSPORTATION AND ENERGY SERVICES
US-based flatbed and specialised transportation company Daseke, Inc. (NASDAQ: DSKE) (NASDAQ: DSKEW) has completed the acquisition of rig moving firm Aveda Transportation and Energy Services (TSX Venture: AVE), the company said.
Under terms of the agreement, Daseke paid CDN 0.90 (USD 0.70) per share, or approximately USD 42.6m, plus the payoff of USD 54.8m in Aveda debt, net of cash. Daseke said the consideration was comprised of approximately USD 27.3m in cash and USD 15.3m (1,612,979 shares) in Daseke stock. Equity represented approximately 16% of the total consideration.
Status: Closed

-FLORAMED HOLDINGS ACQUIRES SEED-TO-SALE CANNABIS PRODUCTION FACILITY IN COLOMBIA
Canadian holding company FloraMed Holdings Inc has acquired Colombian medicinal cannabis production and supply firm CannaMed Colombia S.A.S. (CannaMed) in a cash and stock deal, the company said.
The terms of the agreement said that FloraMed will acquire 100% of CannaMed, including real estate, land, processing facilities and other assets, which will launch FloraMed into the cultivation of cannabis flower and fabrication of cannabis extracts, in a new production facility, located in Rionegro, Colombia.
Status: Closed

-NORTHROP GRUMMAN CLOSES USD 9.2BN ACQUISITION OF AEROSPACE, DEFENCE TECHNOLOGIES FROM ORBITAL ATK
US-based defence contractor Northrop Grumman Corp. (NYSE: NOC) has closed the acquisition of US-based aerospace and defense technologies producer Orbital ATK, Inc. (NYSE: OA) for approximately USD 7.8bn in cash, plus the assumption of USD 1.4bn in net debt, the company said.
Orbital ATK shareholders will receive all-cash consideration of USD 134.50 per share. This deal was announced last September.
Status: Closed

-NAVIGATORS CLOSES ACQUISITION OF BELGIAN SPECIALTY INSURER BRACHT, DECKERS AND MACKELBERT
US-based specialty insurance holding company The Navigators Group, Inc. (NASDAQ: NAVG) has closed the acquisition of Belgian specialty underwriting agency Bracht, Deckers and Mackelbert N and its affiliated insurance company, Assurances Continentales Continentale Verzekeringen NV, the company said.
Both companies are domiciled in Antwerp, Belgium. As part of the transaction, Navigators also acquired Canal Re SA, a Luxembourg reinsurance company that is a wholly-owned subsidiary of ASCO.
Status: Closed

-BIOGEN ENTERS EXCLUSIVE OPTION AGREEMENT TO ACQUIRE TMS' PHASE 2 ASSET FOR ACUTE STROKE
US-based biotechnology company Biogen (NASDAQ: BIIB) has entered into an exclusive option agreement with Japanese biotechnology company TMS Co., Ltd. to acquire TMS-007 and backup compounds, Biogen said.
The agreement includes an upfront payment of USD 4m and an additional USD 18m payment if Biogen exercises its option, with up to USD 335m in potential development and commercialization milestones as well as tiered royalties.
Status: Agreed

-SPX CLOSES USD 189M ACQUISITION OF CUES TO STRENGTHEN POSITION IN PIPE INSPECTION MARKET
North Carolina, US-based engineered technology company SPX Corp. (NYSE: SPXC) has closed the acquisition of Florida, US-based pipeline inspection and rehabilitation equipment manufacturer CUES, Inc., the company said.
Under the agreement, a subsidiary of SPX will be merged with CUES' parent company, ELXSI Corp. As a result of the merger, stockholders of ELXSI will receive cash consideration equal to USD 51 per share of common stock outstanding as of the effective time of the merger, or a total of approximately USD 189m. 
Status: Closed