Deal Pipeline
Monday 12 March 2018
The following is a list of deals covered in detail by M and A Navigator this week:

-WILLIAM LYON HOMES CLOSES ACQUISITION OF WESTERN, US BUILDER RSI COMMUNITIES
California, US-based homebuilder William Lyon Homes (NYSE: WLH) has closed the acquisition of California and Texas-based homebuilder RSI Communities as well as three additional related real estate assets to enter the Texas market, the company said.
William Lyon Homes acquired RSI for an aggregate cash purchase price of approximately USD 460m. The company intends to fund the acquisition with cash on hand, debt and approximately USD 200m in land banking proceeds to be provided by Hearthstone. The transaction is expected to close in 1Q18, subject to the satisfaction of certain closing conditions.
Status: Closed

-LIBERTY INTERACTIVE CLOSES USD 1.12BN ACQUISITION OF ALASKAN TELECOMMUNICATIONS FIRM GCI LIBERTY
US-based holding company Liberty Interactive Corp. (NASDAQ: QVCA) (NASDAQ: QVCB) (NASDAQ: LVNTA) (NASDAQ: LVNTB) has closed the acquisition of Alaska, US-based telecommunications firm GCI Liberty (formerly General Communication, Inc. or GCI) (NASDAQ: GNCMA) through a reorganisation, the company said.
Under the reorganisation, certain Liberty Ventures Group assets and liabilities were contributed to GCI, combine with Liberty Ventures group and split-off the combined company from Liberty Interactive, in a transaction with an undiluted equity value of USD 1.12bn and an undiluted enterprise value for GCI of USD 2.68bn.
Status: Closed

-VIRTUALWORKS GROUP MERGES TWO SUBSIDIARIES TO BECOME AYFIE GROUP
US-based business information platform VirtualWorks Group has merged its two entities, ayfie and VirtualWorks, to form search and text analytics solutions provider ayfie Group, the company said. The merging of the two entities is a strategic business decision stemming from market demand for an all-encompassing search and text analysis solution.
By combining ayfie's linguistic skills and machine learning with VirtualWorks' powerful search technology, ayfie Group is situated to be the market leader in providing the most powerful tools for companies that need better insight and overview of their data. The solutions ayfie Group offers can be customised to different industries and businesses of all sizes with the ability to be customized for individual businesses.
Status: Closed

-WIND CREEK HOSPITALITY TO ACQUIRE SANDS CASINO RESORT BETHLEHEM IN PENNSYLVANIA, USA FOR USD 1.3BN
Native American gaming organization PCI Gaming Authority d/b/a Wind Creek Hospitality, an instrumentality of the Poarch Band of Creek Indians, has entered into a definitive agreement under which it will acquire the Sands Casino Resort in Bethlehem, Pennsylvania from US-based casino operator Las Vegas Sands Corp. (NYSE: LVS) for a total enterprise value of USD 1.3bn, the group said.
Wind Creek Hospitality currently owns and operates nine gaming and entertainment facilities located in six jurisdictions across the United States and the Caribbean, including three leading casino resorts located on the Tribe's reservation lands in Alabama.
Status: Agreed

-PROXY ADVISORS ISS, GLASS LEWIS RECOMMEND AVIGILON SHAREHOLDERS VOTE IN FAVOUR OF MOTOROLA SOLUTIONS BUYOUT
US-based proxy advisors Institutional Shareholder Services Inc. and Glass, Lewis and Co., LLC have recommended that shareholders of Canadian video-surveillance equipment and software manufacturer Avigilon Corp.  (TSX: AVO) vote for a plan of arrangement whereby US-based data communications and telecommunications equipment provider Motorola Solutions (NYSE: MSI) will acquire all of Avigilon's issued and outstanding common shares for cash consideration of CDN 27.00 per common share, Aviglon said.
Avigilon's special meeting of shareholders to approve the deal will be held on 22 March. This deal was originally announced on 1 February 2018. The all-cash transaction is valued at USD 1bn. Under the terms of the agreement, Motorola Solutions will acquire all of Avigilon's outstanding shares for CDN 27 per share.
Status: Agreed

-DANA TO MERGE WITH GKN'S DRIVELINE DIVISION IN USD 6.1BN DEAL
US-based automotive supplier Dana Inc. (NYSE: DAN) has signed definitive agreements to combine with the Driveline division of UK-based engineering group GKN plc (LON: GKN) to create Dana plc, a specialist in driveline systems, the company said.
The total consideration is composed of USD 1.6bn in cash proceeds to GKN plc, the assumption of approximately USD 1bn of net pension liabilities, and 133m new Dana plc shares issued to GKN's shareholders, valued at approximately USD 3.5bn (based on Dana's share price as of March 8, 2018).
Status: Agreed

-CARDINAL HEALTH RECOMMENDS SHAREHOLDERS REJECT TRC MINI-TENDER OFFER
US-based integrated healthcare services and products provider Cardinal Health, Inc. (NYSE: CAH) has received notice of an unsolicited "mini-tender" offer by Canadian investment firm TRC Capital Corp. to purchase up to 2m of Cardinal Health's common shares, representing approximately 0.64 % of Cardinal Health's common shares outstanding, the company said.
The offer price of USD 65.85 per share is approximately 4.48 % below the closing price of Cardinal Health's common shares on March 2, 2018, the last trading day before the commencement of TRC Capital's offer. Cardinal Health said it does not endorse TRC Capital's unsolicited mini-tender offer and is not associated in any way with TRC Capital, its mini-tender offer or its mini-tender offer documents.
Status: Bidding

-VECTRA CLOSES SALE OF EAGLEPICHER TECHNOLOGIES BUSINESS TO GTCR
US-based industrial company Vectra Co has closed the sale of its EaglePicher business to affiliates of US-based private equity firm GTCR LLC, the company said. Vectra is a portfolio company of certain funds managed by affiliates of Apollo Global Management, LLC (NYSE: APO).
Founded in 1843 and headquartered in St. Louis, Missouri, EaglePicher develops specialised batteries and advanced power management systems for a range of defense, aerospace and medical applications. The business has entrenched sole-supplier relationships with many of its customers in support of high priority programs. EaglePicher has approximately 800 full-time employees and a robust portfolio of over 100 United States patents.
Status: Closed

-SEMPRA ENERGY COMPLETES ACQUISITION OF MAJORITY STAKE IN ONCOR
US-based utility operator Sempra Energy (NYSE: SRE) has completed its USD 9.45bn acquisition of Energy Future Holdings Corp., including EFH's approximate 80% indirect ownership interest in Oncor Electric Delivery company LLC (Oncor), the company said.
The close of the transaction creates a utility holding company with the largest US customer base. Oncor will remain headquartered in Dallas. Allen Nye, who has been serving as Oncor's senior vice president and general counsel, now becomes Oncor's CEO, succeeding Bob Shapard, who becomes Oncor's chairman.
Status: Closed

-AVERAGE PRICE PER BED FOR SKILLED NURSING FACILITIES PLUNGES, WHILE ASSISTED LIVING SETS NEW RECORD PRICE PER UNIT, ACCORDING TO IRVING LEVIN DATA
After five straight years of record prices, the average price per bed for skilled nursing facilities plunged by 18% to USD 81,350 in 2017, according to new acquisition data from US-based research specialist Irving Levin Associates.
After nearly doubling in price over five years, the bull market was just not sustainable. Cuts in Medicare Advantage reimbursement and lengths of stay, rising labor costs and declines in occupancy all weighed on a market that became overvalued. The average cap rate in 2017 remained at historical norms, coming in at 12.3%, or just 10 basis points higher than in 2016.
Status: Agreed

-CAPSTONE ADVISES PSCU ON ACQUISITION OF COLLECTIONS FIRMS CU RECOVERY, THE LOAN SERVICES CENTER
US-based credit union service organisation (CUSO) mergers and acquisitions adviser Capstone Strategic, Inc. advised Florida, US-based CUSO PSCU on its acquisition of US-based full-service collection agency CU Recovery, Inc and first-party collection company The Loan Service Center, Inc., the firm said.
The acquisition allows PSCU to expand its collection services and provide a more integrated member experience. Founded in 1977, PSCU is a credit union service organisation offering an integrated suite of payment solutions for credit unions.
Status: Closed

-2017 HEALTH CARE SERVICES M AND A MARKET EQUALS 2016 DEAL VOLUME, ACCORDING TO IRVING LEVIN ASSOCIATES
Merger and acquisition activity in the health care industry's services sectors in 2017 remained equal to the deal volume the year before, according to a report from US-based research specialist Irving Levin Associates.
The report is the 2018 Health Care Services acquisition Report, Twenty-Fourth Edition. Deal volume for the health care services sectors reached 992 transactions, equal to the 992 in 2016. The dollar value of those deals was significantly stronger, up 148% to USD 176bn, compared with USD 71bn in 2016.
Status: Agreed

-SOTHERLY HOTELS ACQUIRES HYATT CENTRIC ARLINGTON FOR USD 79.7M
A subsidiary of US-based lodging REIT Sotherly Hotels Inc.'s (NASDAQ: SOHO) operating partnership, Sotherly Hotels LP, has acquired the 318-room Hyatt Centric Arlington located in Virginia, USA for an aggregate purchase price of USD 79.7m, the company said.
The Hyatt Centric Arlington is an upper-upscale, full-service hotel consisting of a prominent fifteen-story interior corridor building with 318 guestrooms, including five suites, located on a ground lease on +/-0.82 acres with direct frontage along Wilson Blvd. Additionally, the Hotel has a five-story subterranean parking garage with 300 spaces located adjacent to the Rosslyn Metro Station.
Status: Closed

-LEO ACQUISITIONS, BLUE NORDIC PARTNERS TERMINATE REVERSE-TAKEOVER PACT
Canadian capital pool company Leo Acquisitions Corp. (NEX: LEQ.H) and corporate advisory firm Blue Nordic Partners Inc. have terminated a deal under which LEO would have acquired all of the issued and outstanding shares in the capital of BNP pursuant to a reverse-takeover transaction, the companies said.
The LOI was in respect of a proposed reverse take-over transaction pursuant to which LEO proposed to acquire all of the issued and outstanding shares in the capital of BNP. According to Leo, the deal was terminated when it became apparent that a definitive agreement in respect of the reverse take-over transaction could not be entered into on terms mutually acceptable to the parties.
Status: Terminated

-MINER AUXICO ACQUIRES THIRTEEN PROPERTIES IN COLOMBIA
Canada-based, Mexico-focused miner Auxico Resources Canada Inc. (CSE: AUAG) has acquired thirteen properties located 75 km southwest of the city of Bogota, Colombia, the company said. These properties represent a total of 65,000 hectares with each property averaging approximately 5,000 hectares. This area is known for high-grade gold and cobalt, as well as other base metals.
Joel Scodnick, the company's consulting professional geologist, visited the properties and validated the metal content from the samples. We are pleased to announce the first results of the Restopo property where volcanic boulders up to 1 ton in size, yielded results of up to 16.3% copper.
Status: Closed

-CUV VENTURES TO ACQUIRE STAKE IN HAVANA CONSULTING GROUP
Canadian remittance app provider CUV Ventures Corp. (TSX Venture: CUV) has signed a definitive agreement to acquire a 10% minority stake in US-based, Cuba-focused Think-Tank, consulting and business advisory group THCG AND TECH LLC, the firm said. CUV Ventures has added Emilio Morales; THCG CEO, TV and Media commentator, dual American/Cuban Citizen, to the company's advisory board.
The company said that through the minority acquisition of Havana Consulting Group and, the ensuing equity partnership, CUV Ventures acquires guaranteed and coordinated national diffusion, in the United States, of the Revolupay remittance app, CubaFIN lending platform and other developing facets of the Cuba Ventures Division.
Status: Agreed

-ZICIX TO ACQUIRE DIGITAL COUPON SPECIALIST MARKETING DIGEST
US-based technology company Zicix Corp. (OTC: ZICX) has completed negotiations for the acquisition of US-based digital coupon technology firm Marketing Digest, Inc, the company said.
Marketing Digest, the first acquisition by Zicix Corp.'s new management team, is set to begin test marketing a new application designed to increase shopper convenience in the use of digital coupons. As year-end results become available, retailers are again reporting that 2017 saw significant increases in the use of digital coupons versus print coupons.
Status: Agreed

-HD SUPPLY COMPLETES ACQUISITION OF SPECIALTY CONSTRUCTION DISTRIBUTOR AH HARRIS
US-based industrial distributor HD Supply Holdings, Inc. (NASDAQ: HDS) has completed the acquisition of US-based specialty construction distributor A.H. Harris Construction Supplies, the company said. AH Harris serves the Northeast, Mid- and South-Atlantic regions.
HD Supply said that A.H. Harris brings an experienced team of associates and extensive network of more than 50 locations from the Carolinas to New England and will operate under the HD Supply Construction and Industrial White Cap business unit, which is a supplier of specialty hardware, tools, and materials.
Status: Closed

-VEGALAB CLOSES ACQUISITION OF AGROCHEMICALS PRODUCER AGRONOMY GROUP IN STOCK DEAL
US-based industrial distributor HD Supply Holdings, Inc. (NASDAQ: HDS) has completed the acquisition of US-based specialty construction distributor A.H. Harris Construction Supplies, the company said. AH Harris serves the Northeast, Mid- and South-Atlantic regions.
HD Supply said that A.H. Harris brings an experienced team of associates and extensive network of more than 50 locations from the Carolinas to New England and will operate under the HD Supply Construction and Industrial White Cap business unit, which is a supplier of specialty hardware, tools, and materials.
Status: Closed

-LOFTWARE ACQUIRES UK ARTWORK MANAGEMENT SOLUTIONS PROVIDER GAP SYSTEMS
US-based enterprise labeling solutions provider Loftware, Inc. has acquired UK-based artwork management solutions provider Gap Systems, the company said. Loftware said the deal extends its global presence and offers a new cloud-based digital platform with solutions that redefine how enterprises create, manage and print complex labeling and packaging artwork, and scale across their operations.
With this acquisition, Loftware unites complementary companies, teams and solutions.
Status: Closed

-RLH CLOSES SALE OF THREE US HOTELS FOR USD 29.9M
US-based RLH Corp. (Red Lion Hotels Corp) (NYSE: RLH) has sold Red Lion Hotels in Boise, Idaho; and Pasco and Richland, Washington for USD 29.9m, the company said. The three hotels are in addition to the sale of two hotels in California announced last week for USD 17.4m.
All buyers signed franchise license agreements to retain the Red Lion Hotels brand. RLH Corp.'s total gain on the sales is expected to be approximately USD 8m, and USD 22.8m of the proceeds of the sales were used for debt repayment at the closing.
Status: Closed

-MERGING BANKS CB FINANCIAL SERVICES, FIRST WEST VIRGINIA BANCORP SCHEDULE SHAREHOLDER MEETINGS
Pennsylvania, US-based bank holding company CB Financial Services, Inc. (NASDAQ: CBFV) and West Virginia, US-based First West Virginia Bancorp, Inc. (OTCQX: FWVB) will hold a special meetings of stockholders on 11 April to seek stockholder approval of their pending merger, the companies said.
Last November, CB Financial Services, the bank holding company for Community Bank, agreed to a merger with First West Virginia Bancorp, the holding company for Progressive Bank, N.A., in a cash and stock transaction valued at approximately USD 49.0m.
Status: Agreed

-MONTERO MINING AND EXPLORATION ACQUIRES NAMIBIA LITHIUM-TIN TAILING PROJECT
Canadian miner Montero Mining and Exploration Ltd. (TSX Venture: MON) has entered into a binding heads of agreement with Namib Base Minerals CC and Namibia Silica CC to acquire a 95% interest in the Uis Lithium-Tin Tailings Project in Namibia, the company said.
The agreement provides Montero two months to complete legal and technical due diligence to its satisfaction and is also subject to regulatory approval. Under the terms of the HOA, Montero would earn a 95% interest in the Project by committing to milestone payments totaling USD 1.425m to the owners.
Status: Agreed

-STERLING BANCORP TO ACQUIRE US VEHICLE AND TRANSPORTATION FINANCING SPECIALIST ADVANTAGE FROM MACQUARIE
New York, US-based bank holding company Sterling Bancorp (NYSE: STL) has entered into a definitive agreement to acquire US-based commercial vehicle and transportation financing services provider Advantage Funding Management Co., Inc., the company said.
Advantage Funding is part of Macquarie's Corporate and Asset Finance Group and is a wholly-owned subsidiary of Macquarie Bank Ltd. As of December 31, 2017, Advantage Funding had total outstanding loans and leases of USD 458m, with a diversified client base across various industry sectors and geographic markets nationwide.
Status: Agreed

-PIVOT PHARMA ACQUIRES BIO-CANNABIS PRODUCTS TECHNOLOGY FIRM THRUDERMIC
Canadian drugmaker Wire Pivot Pharmaceuticals Inc. (CSE: PVOT) (OTCQB: PVOTF) has acquired US-based Thrudermic, LLC, the company said. Pivot previously announced a licensing agreement with Thrudermic but has decided to exercise its option to acquire 100% of TDL.
Pivot will pay USD 1.00 for all of the issued and outstanding units of Thrudermic, and issue an aggregate of 500,000 common shares (USD 651,680) in the capital of Pivot to Dr. Joseph Borovsky and Dr. Leonid Lurya for their intellectual property portfolio, including patents, good will and know-how in connection with the TDL Transdermal Nanotechnology.
Status: Closed

-DELMAR INTERNATIONAL ACQUIRES CANADIAN EXPEDITED AIRFREIGHT SPECIALIST AIRTRADES FREIGHT FORWARDERS
Canada-based logistics company Delmar International Inc. has acquired Montreal-based expedited airfreight specialist Airtrades Freight Forwarders, the company said.
This acquisition provides Delmar with a new strategic position in both the domestic and international expedited airfreight business with the capability to provide same day and overnight domestic deliveries. These operations currently service niche markets, which include industries such as pharma, automotive, perishables, entertainment and aeronautics just to name a few.
Status: Closed

-YOUNGEVITY ACQUIRES FRUIT PUREE BLEND THE VIAVIENTE MIRACLE
US-based omni-direct lifestyle company Youngevity International, Inc. (NASDAQ: YGYI) has acquired ViaViente, distributors of whole fruit puree blend The ViaViente Miracle, the company said. Youngevity said the ViaViente Miracle is a highly-concentrated, whole fruit puree blend that is rich in anti-oxidants and naturally-occurring vitamins and minerals.
ViaViente, was introduced to the public in 2003 following years of research that included studies of mineral rich waters whose source is found in the Andes Mountains and flow thru Vilcabamba, Ecuador, a region known for its high concentration of centenarians.
Status: Closed

-GTCR, SYCAMORE PARTNERS TO ACQUIRE COMMERCEHUB FOR USD 1.1BN
US-based distributed commerce network CommerceHub, Inc. (NASDAQ: CHUBA) (NASDAQ: CHUBK), GTCR, and US-based Sycamore Partners have inked a definitive agreement whereby affiliates of GTCR and Sycamore, two private equity firms, will acquire all outstanding shares of CommerceHub, the company said.
Under the terms of the agreement, funds affiliated with GTCR and Sycamore will acquire all outstanding shares of CommerceHub's series A, B, and C common stock for a total value of approximately USD 1.1bn.
Status: Agreed

-NEWBRIDGE GLOBAL CLOSES ACQUISITION OF CANNABIS EDUCATION PLATFORM FROM ELEVATED EDUCATION
Utah, US-based business consultant to the legal cannabis industry NewBridge Global Ventures, Inc. (OTCQB: NBGV) has closed the purchase of cannabis education assets from Elevated Portfolio Holdings, LLC, offering medically focussed education modules for physicians and clinicians as well as training in the use of cannabis for health and wellness, the company said.
Under the definitive documents, Elevated Education, Inc., a wholly owned subsidiary of Elevated Portfolio Holdings, acquired the assets of Elevated in exchange for 2m shares of company common stock. Once closed, Elevated Education, Inc. will be managed by the current NewBridge management team as well as key members from Elevated.
Status: Closed

-COMVEST PARTNERS ACQUIRES RECOGNITION, LOYALTY SOLUTIONS PROVIDER ENGAGE2EXCEL
US-based private investment firm Comvest Partners has acquired US-based employee recognition, sales incentives, talent acquisition and consumer loyalty solutions and services provider Engage2Excel, the company said. Headquartered in Statesville, North Carolina, E2E's solutions focus on attracting, retaining, and engaging both employees and customers to increase productivity and profitability.
E2E maintains relationships across a diversified client base ranging from Fortune 100 companies to small and medium-sized businesses. Engage2Excel provides employee engagement and productivity solutions throughout the talent lifecycle.
Status: Closed

-BATTERY VENTURES ACQUIRES NETWORK TRAFFIC ANALYTICS AND INCIDENT-RESPONSE FIRM PIXER
US-based technology investment firm Battery Ventures has acquired US-based computer network traffic technology provider Plixer, the company said.
Plixer is a 19-year old company based in Kennebunk, Maine that makes mission-critical technology to help companies better analyze their computer network traffic in cloud and hybrid-cloud environments, including information flows related to security breaches. As part of the transaction, Battery general partner Russell Fleischer; Battery principal Jordan Welu; and Battery vice president Sabrina Chiasson are joining Plixer's board.
Status: Closed

-NORWEST EQUITY PARTNERS AND GOPHER RESOURCE COMPLETE SALE TO ENERGY CAPITAL PARTNERS
US-based middle market investment firm Norwest Equity Partners has closed the sale of US-based environmental solutions provider Gopher Resource to private equity firm Energy Capital Partners, the firms said.
The transaction, initially announced on January 30, 2018, officially closed on March 6, 2018; financial terms were not disclosed. Founded in 1946 in Eagan, Minnesota, Gopher Resource uses technology processes to recycle spent automotive, industrial, and stationary batteries.
Status: Closed

-SPICE PRIAVATE EQUITY TO ACQUIRE BRAVO BRIO RESTAURANT GROUP IN USD 100M DEAL
An affiliate of Swiss investment company Spice Private Equity Ltd will acquire US-based restaurant operator Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG)for a total enterprise value of approximately USD 100m, the firm said.
The transaction proceeds will be funded by Spice, along with certain third party financing sources. Under the terms of the merger agreement, BBRG's shareholders will receive USD4.05 per share in cash. The purchase price represents a premium of approximately 37% over the volume weighted average price of the company's shares for the 90-day period immediately preceding the date of the agreement.
Status: Agreed

-CRYPTOCURRENCY EXCHANGE AND MINER ARBITRADE EXCHANGE TO ACQIRE PARTNER FIRM CRYPTOBONTIX
US-based cryptocurrency exchange and mining company Arbitrade will acquire partner company, Cryptobontix in an acquisition that will be completed later this month, the company said. Arbitrade's management, having built the board of both companies, will now operate both entities as one operation and will keep the same management and board of directors. Cryptobontix is the owner/operator of five digital cryptocurrencies that will be backed by gold, other bullion, other cryptocurrencies and cryptocurrency mining. A spokesman for Cryptobontix explained it will tie traditional mining for bullion to cryptocurrency mining.
Status: Agreed

-SHILOH INDUSTRIES EXPANDS POSITION IN MAGNESIUM CROSS CAR BEAM PRODUCTS WITH COMPLETION OF RECENT ACQUISITION
US-based lightweighting, noise and vibration solutions supplier Shiloh Industries, Inc. (NASDAQ: SHLO) has completed the acquisition of magnesium cross car beams manufacturers Brabant Alucast Italy [site Verrés] and Brabant Alucast Netherlands [site Oss], the company said..
The company said it will double production capacity for magnesium castings with this addition and become one of the leading global manufacturers of magnesium cross car beams as well as one of the largest automotive magnesium suppliers worldwide.
Status: Closed