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

-HOME HEALTH AND HOSPICE M/A ACTIVITY JUMPS IN 1Q16, ACCORDING TO IRVING LEVIN ASSOCIATES DATA

After a relatively slow year in 2015, the home health and hospice M/A market picked up the pace in 1Q16, according to data from Irving Levin Associates.
There were 18 publicly announced transactions in 1Q16, representing a 50% increase over the 4Q15 and a smaller 6% increase over the year-ago quarter. The dollars spent on home health and hospice mergers and acquisitions where the price was disclosed also increased, jumping 69% from 4Q15 to USD 183.5m and increasing by a smaller 32% from the year-ago quarter.
Status: Agreed

-ACCENTURE TO ACQUIRE BOUTIQUE ANALYTICS CONSULTING FIRM OPS RULES
US-based professional services company Accenture (NYSE: ACN) is expanding its machine learning and operations analytics capabilities by acquiring US-based boutique analytics consulting company OPS Rules, the company said.
OPS Rules specialises in the application of data science to create supply chain and operations analytics solutions. When the acquisition is completed, Accenture will add new operations analytics professionals to its team that apply machine learning and optimization techniques to develop fresh and innovative analytics approaches for clients across many industries.
Status: Agreed

-BLACK STONE MINERALS TO ACQUIRE MINERAL INTERESTS IN COLORADO FOR USD 35M
US-based oil and natural gas mineral interest owner Black Stone Minerals, L.P. (NYSE: BSM) has entered into an agreement with an undisclosed seller to acquire an interest in 4,800 gross acres in the Wattenberg Field in Weld County, Colorado for USD 35m, the company said.
The acreage is prospective for the Niobrara B, Niobrara C, and Codell intervals. Estimated next twelve month production is expected to average approximately 700 Boe/d (35% oil). The transaction will be funded with cash on hand and borrowings under the Partnership's credit facility.
Status: Agreed

-GRAMERCY PROPERTY TRUST CLOSES USD 112.8M OF US ACQUISITIONS
US-based REIT Gramercy Property Trust (NYSE: GPT) has closed two separate transactions of four single tenant industrial properties in the Baltimore MSA, Southern I-81 Corridor and the Miami MSA for USD 112.8m, the company said.
Status: Closed

-FUEL SYSTEMS CO-FOUNDER ASSESSES "FLAWED" WESTPORT TRANSACTION FOR US PROXY ADVISORS, SEC
Pier Antonio Costamagna, a co-founder of US-based Fuel Systems Solutions, Inc. (NASDAQ: FSYS) has filed a presentation on the deficiencies he sees in the company's agreed deal to be acquired by Canadian fuel systems provider Westport Innovations, Inc. (TSX: WPT) (NASDAQ: WPRT) with the US Securities and Exchange Commission that was sent to the leading proxy advisory firms in the United States, Costamagna said.
Last September, the companies agreed to merge to create a combined alternative fuel vehicle and engine company.
Status: Agreed

-CHINA REGULATOR CLEARS SANDISK/WESTERN DIGITAL DEAL
The Ministry of Commerce of China has approved US-based storage company Western Digital Corp.'s (NASDAQ: WDC) agreed merger with US-based flash drive specialist SanDisk Corp. (NASDAQ: SNDK), the companies said.
This is the final regulatory approval needed to close the deal. Shareholders of SanDisk and Western Digital stockholders have approved the proposal to issue additional shares of Western Digital common stock in order to complete the proposed acquisition of SanDisk Corp.
Status: Agreed

-GREAT AMERICAN INSURANCE ACQUIRES RENEWAL RIGHTS FROM SERVICE LLOYDS
US-based insurer Great American Insurance Group has acquired Service Lloyds' Texas Nonsubscription book of business, the company said.
The subject business represents approximately USD 5m to USD 7m in inforce gross written premium. Great American has been providing employers' primary indemnity coverage for employers that opt out of the Texas Workers' Compensation system since 2009. In 2012, Great American purchased Employers Comp Associates, Inc. a provider that has offered alternative Workers' Compensation programs in Texas for more than 20 years.
Status: Closed

-FLORIDA'S SUNSHINE BANCORP TO ACQUIRE FBC BANCORP FOR USD 40M
Florida, US-based bank holding company Sunshine Bancorp, Inc. (NASDAQ: SBCP) has agreed to acquire fellow Florida bank holding company FBC Bancorp, Inc., the parent holding company of Florida Bank of Commerce, in an all-stock merger transaction valued at approximately USD 40m, the company said.
This deal will create a franchise with approximately USD 800m in assets and 18 banking facilities across central Florida, stretching from the East to West Coast. The transaction, unanimously approved by the board of directors from both companies, expands Sunshine Bank into contiguous markets and along the growing I-4 corridor.
Status: Agreed

-ANTARES CAPITAL LEADS FINANCING FOR KOHLBERS'S ACQUISITION OF MEDICAL DEVICE MAKER AMENDIA
US-based middle-market financing specialist Antares Capital announced is serving as administrative agent, joint lead arranger and joint bookrunner on a new senior secured credit facility to support the acquisition of US medical device maker Amendia by US investment firm Kohlberg and Co, the firm said.
Headquartered in Marietta, GA, Amendia is a designer, developer, manufacturer and marketer of innovative medical devices used during spinal surgical procedures. With the Amendia financing, Antares has closed 19 healthcare transactions representing USD 3bn in global commitments since becoming a stand-alone company in August 2015.
Status: Closed

-MARANON CAPITAL PROVIDES FINANCING TO BACK AUDAX PRIVATE EQUITY'S INVESTMENT IN HALO BRANDED SOLUTIONS
US-based alternative investment management firm Maranon Capital, L.P. was agent for a mezzanine investment to support the acquisition of Illinois-based promotional products distributor Halo Branded Solutions by Audax Private Equity and company management, the firm said.
Maranon was also a co-investor in the equity for the transaction. Halo, headquartered in Sterling, Illinois, is a promotional products distributor in the USD 20bn per year promotional products industry.
Status: Closed

-DENALI HOLDING TO OFFER FIRST LIEN NOTES; WILL FINANCE PART OF EMC/DELL MERGER
US-based computer hardware and storage firm Dell's holding company, Denali Holding Inc., has launched a private offering of multiple series of first lien notes to be issued by two of its wholly-owned subsidiaries as co-issuers, the company said.
The company intends to use the net proceeds from the offering of the notes as part of its financing for its acquisition of EMC Corp. It is expected that the proceeds of the offering will be deposited in escrow, with such proceeds to be released to finance the consummation of the Dell-EMC Merger subject to the satisfaction of customary conditions.
Status: Agreed

-RED ROCKS RESORTS TO ACQUIRE PALMS CASINO RESORT FOR USD 312.5M
US-based casino operator Red Rock Resorts, Inc.'s (NASDAQ: RRR) Station Casinos LLC has entered into a definitive agreement to acquire the Palms Casino Resort in Las Vegas, Nevada for total cash consideration of USD 312.5m, the company said.
Factoring in anticipated synergies, the company estimates that the Palms will generate USD 35m in EBITDA during the company's first full year of ownership, resulting in an implied multiple of 8.8 times EBITDA for the transaction. The company expects the acquisition to be accretive to earnings per share and free cash flow positive in first full year of operations.
Status: Agreed

-US RETAILERS STAPLES, OFFICE DEPOT TO TERMINATE MERGER DEAL
US-based office supplies retailers Staples, Inc. (NASDAQ: SPLS) and Office Depot, Inc. plan to terminate their merger agreement on 16 May following US District Court for the District of Columbia's recent ruling granting the Federal Trade Commission's request for a preliminary injunction to block the acquisition, the companies said.
Under the terms of the merger agreement, Staples will pay Office Depot a USD 250m break-up fee. Staples also plans to terminate its agreement to sell more than USD 550m in large corporate contract business and related assets to Essendant in connection with the termination of the Office Depot merger agreement.
Status: Agreed

-SBE TO ACQUIRE "BOUTIQUE HOTEL" SPECIALIST MORGANS IN USD 794M CASH DEAL
US-based hospitality company SBE has inked a definitive agreement to acquire Morgans Hotel Group in an all-cash transaction, the company said.
The deal is worth USD 794m. With the acquisition, SBE will add Morgans' collection of brands and 13 domestic and international hotel management agreements to its own portfolio, which include such imprints as SLS, Hyde, and The Redbury hotels, as well as such venues as Katsuya, Cleo, The Bazaar by José Andrés, Hyde Lounge and Umami Burger.
Status: Agreed

-DEAN FOODS TO ACQUIRE FRIENDLY'S ICE CREAM RETAIL, MANUFACTURING BUSINESS FOR USD 155M
US-based food and beverage company Dean Foods Co. (NYSE: DF) has agreed to acquire the manufacturing and retail ice cream business from an affiliate of US-based ice cream and dining brand Friendly's Ice Cream, LLC for USD 155m in cash, the company said.
Friendly's Restaurants, a family-dining restaurant chain with over 260 locations in the US, will continue to be owned and operated by an affiliate of Sun Capital Partners, Inc. and will license use of the Friendly's trademark under a license agreement entered into as part of the transaction.
Status: Agreed

-SPAIN'S GRUPO FERRER TO BUY ALEXZA PHARMACEUTICALS FOR USD 55M
US-based drugmaker Alexza Pharmaceuticals, Inc. (NASDAQ: ALXA) and Spain's Grupo Ferrer Internacional, S.A. have entered into a definitive agreement under which a subsidiary of Ferrer will acquire Alexza for USD 0.90 per share in cash, the companies said.
The deal is worth up to USD 55m. In addition to the upfront cash payment, Alexza stockholders will be granted contingent value rights to receive cash payments in four payment categories if specified milestones are achieved following the closing.
Status: Agreed

-SOUTH CAROLINA'S NATIONAL ATM SYSTEMS SOLD BY VIKING MERGERS AND ACQUISITIONS
US-based ATM sales and service company National ATM Systems has been sold to Ohio-based consultant David Eastwood, the company said.
The transaction was facilitated by Viking Mergers and Acquisitions, a middle market M/A firm located in Charlotte. National ATM's owner, Matt Harris, has been managing the business since 2012 after it was passed on to him from his father, who founded the company in 1999.
Status: Closed

-CHINA'S MINISTRY OF COMMERCE CLEARS WESTERN DIGITAL'S ACQUISITION OF SANDISK
US-based ate storage solutions company Western Digital Corp. (NASDAQ: WDC) has received regulatory approval from China's Ministry of Commerce to proceed with its acquisition of US-based flash drive specialist SanDisk Corp. (NASDAQ: SNDK), the company said.
The MOFCOM decision completes the regulatory review process required for this transaction. Western Digital expects the transaction to close on 12 May 2016. The transaction has also received regulatory approvals in the US, E.U., Singapore, Japan, Taiwan, South Korea, South Africa and Turkey.
Status: Agreed

-BANKERS PETROLEUM BUYOUT CLEARED BY MOST REGULATORS
Canadian oil and gas company Bankers Petroleum Ltd. (TSX: BNK) (AIM: BNK) proposed corporate buyout transaction with affiliates of Geo-Jade Petroleum Corp. has received the necessary approvals from the Albanian Competition Authority, the Chinese National Development and Reform Commission and the Ministry of Commerce of the People's Republic of China (MOFCOM) through the Shanghai Free Trade Zone Management Committee, the company said.
Both parties continue to pursue the outstanding regulatory approvals pursuant to the Investment Canada Act (Canada) and the Chinese State Administration of Foreign Exchange (SAFE).
Status: Agreed

-TYONEK ACQUIRES SELEX GALILEO STENNIS FACILITY
US-based aviation services group Tyonek Services Group, Inc. has acquired Selex Galileo's Avionics System Integration facility in Stennis, Mississippi, the company said.
The company will be named Tyonek Services Overhaul Facility Stennis, LLC (TSOF-S) and is expected to create at least 26 new jobs over the next two years.
Status: Closed

-EPIC HEALTH SERVICES ACQUIRES VIRGINIA PEDIATRIC THERAPY PROVIDER
Texas, US-based pediatric skilled nursing, therapy, developmental, enteral and respiratory services company Epic Health Services Inc. has acquired Virginia, US-based pediatric therapy provider Rehabilitation Associates, the company said.
Based in Virginia Beach, Virginia, Rehabilitation Associates is the state's largest private pediatric therapy provider, serving over 3,000 children and employing approximately 150 professionals.
Status: Closed

-DANIEL JOSEPH DUFFY DESCENDANTS' TRUST ACQUIRES SUNSHINE CAPITAL SUBSIDIARY
US-based security industry consultant Sunshine Capital, Inc.'s (OTC: SCNP) parent company DIB Funding, Inc. has been acquired by the Daniel Joseph Duffy Descendants' Trust, the company said.
The Daniel Joseph Duffy Descendants' Trust was established for the benefit of Daniel J. Duffy's two children, ages 6 and 11. The trust has been formed by an attorney and two licensed Certified Public Accountants, who will also act as trustees.
Status: Closed

-HURON CAPITAL PARTNERS, DUCHOSSOIS CAPITAL MANAGEMENT CLOSE INVESTMENT IN WISCONSIN MANUFACTURER
US-based private equity firms Huron Capital Partners LLC and Duchossois Capital Management have collectively acquired a majority ownership position in Wisconsin, US-based manufacturer Systems Inc. in partnership with company CEO Mike Pilgrim, the firms said.
Founded in 1961, Systems is a manufacturer of hydraulic, pneumatic, and mechanical loading dock leveling equipment, truck restraints, specialty dock equipment and related accessories sold under the Poweramp, DLM and McGuire brand names.
Status: Closed

-CONFIRMATION.COM ACQUIRES INDIAN ELECTRONIC AUDIT CONFIRMATION SOLUTION VERIFIRM.IN
US-based online audit confirmation provider Confirmation.com has acquired Indian electronic audit confirmation solution VeriFirm.in, the company said.
This acquisition brings in VeriFirm.in's local expertise of the Indian market. As part of this acquisition, VeriFirm.in will remain in Mumbai and integrate into the company's India subsidiary, Confirmation.com India Private Ltd.
Status: Closed

-US SPECIALTY CHEMICALS FIRMS REICHHOLD, POLYNT TO MERGE
US-based chemical comapany Reichhold and Italy-based Polynt have agreed to combine their businesses to form a global company in the composite resins and coating industry with over USD 2.4bn in revenues, the companies said.
The newly formed company will be owned equally by funds managed by Black Diamond Capital Management, L.L.C. and Investindustrial.
Status: Agreed

-ATLANTIS RESOURCES CLOSES ACQUISITION OF SCOTTISH TIDAL PROJECT ASSETS
UK-based tidal power specialist Atlantis Resources Ltd. (LSE: ARL) has completed the acquisition of Scottish tidal project assets from ScottishPower Renewables Ltd. in exchange for a stake in the company's wider development portfolio, the company said.
Accordingly, as consideration for the acquisition, Tidal Power Scotland Ltd. has issued new ordinary shares to SPR resulting in a shareholding for SPR of 6% of the enlarged share capital of TPSL. As a result of the transaction, TPSL has acquired development rights for an additional 110mw of projects in Scotland, including the seabed rights, grid access and consents for the 10mw Sound of Islay project.
Status: Closed

-OPERA INVESTMENTS, SOLOPOWER TERMINATE MERGER DEAL
UK-based investment company Opera Investments Plc and US-based photovoltaic technology company SoloPower Systems Holdings, Inc have terminated a heads of terms agreement regarding the potential acquisition of SoloPower Systems Holdings, Inc. by Opera, the companies said.
Since July 2015, the directors of Opera have worked to complete the acquisition of SoloPower for the benefit of Opera's shareholders as quickly as possible.
Status: Terminated

-REGENCY MINES TO ACQUIRE OIL ASSETS IN WYOMING, USA
A US subsidiary of UK-based natural resources exploration and investment company Regency Mines, Plc has inked a non-binding heads of agreement with a private US oil and gas company to bid in an auction process under a Chapter 7 bankruptcy proceeding for a 75% non-operating working interest (net revenue interest to Regency of 60%) in an existing well located in the prolific oil producing state of Wyoming, the company said.
According to Regency, the well was recently drilled, logged and cased, at a cost in excess of USD 4m, but was not perforated by the previous ownership group following financial difficulties and the sector downturn. The Well is being sold by a court appointed Trustee pursuant to a Chapter 7 proceeding under US bankruptcy law.
Status: Agreed

-K/C REIT ACQUIRES LONDON PROPERTY OWNER OSPREY MANAGEMENT
UK-based real estate investment trust K/C REIT plc has agreed to acquire the entire issued share capital of The Osprey Management Co Ltd. from Susan Hards for an aggregate consideration of GBP 1.6m (USD 2.31m), the company said.
Osprey owns a portfolio of freehold interests in a number of retirement and residential properties in London and southern England. The consideration will be satisfied by a payment of GBP 1.3m in cash and issuance to the vendor of threem K/C ordinary shares credited as fully paid up at 10p per share.
Status: Closed

-HALOSOURCE TO SELL RECREATIONAL WATER BUSINESS FOR USD 7.5M
US-based clean water technology company HaloSource, Inc. (LSE: HALO) has entered into a conditional asset sale agreement to sell its recreational water business to specialty chemicals manufacturer Natural Chemistry L.P. for an initial cash consideration of up to USD 7.5m and further deferred cash consideration of up to USD 0.5m, the company said.
Natural Chemistry is in the swimming pool industry. HaloSource said the disposal is in line with the company's previously announced strategy to focus exclusively on the growth of its Drinking Water business.
Status: Agreed

-COGENPOWER SELLS ITALIAN ELECTRICITY PRODUCER ESSETI ENERGIA
UK-based low-carbon technology energy business Cogenpower has sold its Italy-based electricity producer Esseti Energia s.r.l. subsidiary, the company said.
Esseti owns and operates a small size organic rankine cycle biomass power plant based in Predosa, near Alessandria, to the east of Turin, Italy. The company produces renewable electricity from its power plant, which is sold to the national grid operator. Over four months following the acquisition of Esseti on 1 December 2015 Cogenpower has progressively taken full operational control of Esseti.
Status: Closed