Deal Pipeline
Tuesday 14 February 2017
The following is a list of deals covered in detail by M and A Navigator this week:

-SHIP SUPPLY INTERNATIONAL ACQUIRES US PORT LOGISTICS BUSINESS MARINE TRADING SERVICES
US-based private equity firm H.I.G. Capital's portfolio company, Miami-based port logistic services provider Ship Supply International, has acquired US-based regional port logistics business Marine Trading Services Inc, the firm said.
Headquartered in South Hackensack, New Jersey, MTS provides time-sensitive, last-mile delivery of critical perishable goods and deck and engine maintenance products to vessels. The company has built a tradition of world-class service with the ability to serve customer needs at all ports between Portland, Maine and Norfolk, Virginia.
Status: Closed

-NOBLE MIDSTREAM PARTNERS ENTERS DELAWARE BASIN PIPELINE JV WITH PLAINS ALL AMERICAN
US-based midstream MLP Noble Midstream Partners LP (NYSE: NBLX) and US-based pipeline operator Plains All American Pipeline, L.P. (NYSE: PAA) have entered into definitive agreements to form a 50/50 joint venture to acquire southern Delaware Basin pipeline operator Advantage Pipeline, L.L.C., the company said.
Advantage Pipeline owns a 70-mile, 16-inch crude oil pipeline. The Advantage Pipeline, constructed in 2013, has 150,000 barrels of daily shipping capacity from Reeves County, Texas to Crane County, Texas. This system also includes approximately 490,000 barrels of combined crude storage at three separate trucking stations in Reeves, Pecos and Crane Counties.
Status: Agreed

-CBRE GROUP ACQUIRES COMMERCIAL REAL ESTATE FINANCE, CONSULTING FIRM CAPSTONE FINANCIAL
US-based commercial real estate services and investment company CBRE Group, Inc. (NYSE: CBG) has acquired the business of US-based boutique commercial real estate finance and consulting firm Capstone Financial Solutions LLC, the firm said.
This acquisition enhances CBRE's debt and structured finance service offering nationally while providing additional client service advantages in the Midwest. Capstone Financial provides commercial real estate financing for all property types. Its proprietary work-flow technology platform enables Capstone Financial to sharply reduce processing times for commercial loans.
Status: Closed

-THERMO FISHER SCIENTIFIC CLEARS US ANTITRUST HURDLE IN FINESSE SOLUTIONS ACQUISITION
US-based life science company Thermo Fisher Scientific Inc.'s (NYSE: TMO) pending acquisition of bioproduction control automation systems and software provider Finesse Solutions, Inc has received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the company said.
Thermo Fisher expects to complete the acquisition in the coming days. Based in Santa Clara, California, Finesse Solutions is in bioprocess management technology, generating approximately USD 50m in revenue in 2016. Its proprietary Smart technology, which consists of sensors, controllers and software, is designed to optimise the bioproduction workflow.
Status: Agreed

-IFRESH CLOSES USD 125M ACQUISITION OF ASIAN/CHINESE GROCERY CHAIN NYM HOLDING
US-based iFresh, Inc. (NASDAQ: IFMK), which was formerly known as special purpose acquisition company E-compass Acquisition Corp. (NASDAQ: ECAC) has closed its acquisition of US-based Asian/Chinese grocery supermarket chain NYM Holding, Inc., the company said.
This deal was announced last July. NYM, a Delaware corporation, operates in the north-eastern US providing food and other merchandise hard to find in mainstream grocery stores. Under the deal, the company paid NYM's current stockholders an aggregate of USD 125m connection with the transaction, including USD 5m in cash, plus, 12m shares of common stock of iFresh to be issued to the selling shareholders valued at USD 10.00 per share.
Status: Closed

-ALLERGAN TO ACQUIRE BODY CONTOURING SPECIALIST ZELTIQ FOR USD 2.47BN IN CASH
Irish drugmaker Allergan plc (NYSE: AGN) has entered into a definitive agreement to acquire US-based medical technology firm Zeltiq Aesthetics, Inc. (NASDAQ: ZLTQ) for USD 56.50 per share, or USD 2.475bn, the company said.
Zeltiq Aesthetics is focused on developing and commercialising products utilising its proprietary controlled-cooling technology platform. Its CoolSculpting System is FDA-cleared to affect appearance through lipolysis or reduction of unwanted fat using a patented cooling technology.
Status: Agreed

-MOMENTOUS ENTERTAINMENT ACQUIRES GERMAN SOCIAL NETWORKS SUDIVZ, MENVZ
US-based media company Momentous Entertainment Group, Inc. (OTCBB: MMEG) has reached an agreement with Poolworks' major creditor and executed a definitive agreement resulting in the completion of the acquisition of German social media firm Poolworks Germany Ltd, the company said.
Momentous Entertainment acquired Poolworks Germany and its studiVZ and meinVZ social networks for USD 10m in preferred stock. The studiVZ platform was founded in 2005 in Berlin and received investment capital from Lukasz Gadowski, Georg von Holtzbrinck Publishing Group and the Samwer brothers.  It was acquired along with meinVZ by Georg von Holtzbrinck Publishing Group in 2007 for EUR 85m and then by financiers Michael Pope and Adam Levin in 2012. 
Status: Closed

-ALLONE HEALTH RESOURCES ACQUIRES DIAMOND CONSULTING'S EMPLOYEE ASSISTANCE, STUDENT ASSISTANCE BUSINESS
US-based occupational health, employee assistance, and student assistance programme provider AllOne Health Resources, Inc has acquired the Employee Assistance and Student Assistance business of Diamond Consulting Corp., the company said.
Diamond Consulting operates under the name "Reach EAP." With clients in 15 states, Reach EAP works closely with senior management to assess organisational needs and develop programmes to improve workplace performance. Through this partnership, AllOne Health will continue to expand its Employee Assistance Program offerings nationwide, while maintaining a strong regional EAP value for its customer base.
Status: Closed

-NOKIA TO ACQUIRE FINNISH TELECOMMUNICATIONS SOFTWARE FIRM COMPTEL FOR EUR 347M
Finnish communications technology developer Nokia Corp. has agreed to acquire Finnish telecommunications software company Comptel Corp. through its Nokia Solutions and Networks Oy subsidiary, the company said.
Under the deal, Nokia will make a voluntary public cash tender offer to purchase all of the issued and outstanding shares and option rights in Comptel that are not owned by Comptel or any of its subsidiaries. The price offered for each share validly tendered in the tender offer will be EUR 3.04 in cash. The offer values Comptel at approximately EUR 347m (USD 369.29m), on a fully diluted basis.
Status: Agreed

-BLUE POINT'S RUSSELL HENDRIX ACQUIRES CANADIAN FOODSERVICE EQUIPMENT REPAIRER GUITECH SERVICES
US-based private equity firm Blue Point Capital Partners and its Blue Point III portfolio company Russell Hendrix have acquired Canadian foodservice equipment repair specialist Guitech Services, the firm said. Russell Hendrix is a Canadian foodservice equipment provider.
Headquartered in Montreal, Guitech provides maintenance, repair, parts and services for the foodservice equipment market throughout Quebec. For over 40 years, Guitech has provided its customers with maintenance and repair on commercial kitchen equipment such as dishwashers, ovens and fryers, as well as refrigerated and HVAC equipment.
Status: Closed

-FOUNDERS BANCORP, HEARTLAND FINANCIAL USA EXTEND CONSIDERATION ELECTION DEADLINE IN USD 29.1M MERGER
California, US-based bank holding company Founders Bancorp (OTC: FBCP) and Iowa, US-based Heartland Financial USA, Inc. (NASDAQ: HTLF) have extended the election deadline for Founders shareholders to elect the form of consideration they wish to receive in exchange for each of their shares of Founders common stock in connection with the companies' pending merger, the companies said.
Under the deal, which was announced last October, Heartland will acquire Founders in a 70% stock and 30% cash transaction valued at approximately USD 29.1m, or USD 21.87 per share. Founders Bancorp is the parent of Founders Community Bank, an eleven-year-old community bank with approximately USD 199m in total assets, USD 107m in loans and USD 180m in deposits as of 30 September 2016. 
Status: Agreed

-GTCR CLOSES USD 800M ACQUISITION OF COMMUNICATIONS SERVICES FIRM INTELIQUENT
US-based network-based voice and messaging services provider Inteliquent, Inc. (NASDAQ: IQNT) has closed its acquisition by affiliates of private equity firm GTCR LLC, the company said.
Inteliquent provides network-based voice and messaging services to wireless, cable, carrier and communication service providers. The company is now a subsidiary of Onvoy, LLC, a specialist in the communications enablement segment that is also owned by affiliates of GTCR. These two companies will merge together under the Inteliquent brand.
Status: Closed

-ONE ROCK CAPITAL PARTNERS SELLS SPECIALTY CHEMICAL PLATFORM SUMMIT RESEARCH LABS TO ELEMENTS
Affiliates of US-based investment firm One Rock Capital Partners, LLC have signed a definitive agreement to sell its SRLH Holdings, Inc. specialty chemicals platform to UK-based chemical maker Elementis plc (LSE: ELM), the firm said.
The enterprise value is USD 360m. Elementis provides high value functional additives to many markets including personal care. Summit is a global specialty chemicals platform that produces a range of critical active ingredients and materials tailored for use in non-discretionary and regulated personal care, pharmaceutical and dental products.
Status: Closed

-'GO SHOP' PERIOD EXPIRES IN USD 2.6BN CEB/GARTNER TIE-UP
A 35-day "go shop" period has expired in US-based based technology research and advisory company Gartner, Inc.'s (NYSE: IT) definitive agreement to acquire US-based talent management company CEB Inc. (NYSE: CEB), the companies said.
The deal, including the "go shop" period, was announced in early January. During the go-shop period, as permitted by the terms of the merger agreement, CEB and its representatives actively solicited 54 corporate parties and 23 financial sponsors, for a total of 77 potential buyers, which resulted in one party negotiating and entering into a confidentiality agreement with CEB.
Status: Agreed

-GERMAN 'UNIVERSAL CART' STARTUP SHOP.CO ACQUIRES MOBILE APP ZEN SHOPPING
German AI-based browser extension startup Shop.co has acquired mobile shopping assistant app Zen Shopping, the company said. Zen Shopping developed a mobile app to simplify shopping and identify savings on online purchases. The app gained traction in the United States and has since accumulated a passionate following.
Shop.co uses artificial intelligence and advanced algorithms to give users a smart browser extension designed to provide one universal cart (that works on every shop in the US) to checkout everywhere, without registration or login, with just one click.
Status: Closed

-LENNAR CLOSES USD 643M ACQUISITION OF FLORIDA DEVELOPER WCI COMMUNITIES
Miami, Florida-based homebuilder Lennar Corp. (NYSE: LEN and LEN.B) has closed the acquisition of all outstanding shares of Florida-based community developer WCI Communities, Inc. (NYSE: WCIC) common stock in a cash and stock transaction valued at USD 23.50 per WCI share, the company said.
The deal represents a 37% premium to WCI's closing stock price on 21 September 2016, when the deal was announced. This transaction gives WCI a total equity value of approximately USD 643m and an enterprise value of USD 809m.
Status: Closed

-ONEAMERICA COMPLETES INTEGRATION OF BMO RETIREMENT DIVISION AHEAD OF SCHEDULE
US-based financial services company OneAmerica completion of the integration of Canadian financial services group BMO Financial Group's (TSX: BMO) (NYSE: BMO) Milwaukee-based retirement division into the OneAmerica network, 16 months after the acquisition officially closed and nearly two months earlier than projected, the company said.
In June of 2015, the companies agreed to a deal under which OneAmerica would acquire the BMO business. The deal closed on 1 October, 2015. The integration, which culminated on 23 January 2017 with a full network cutover, occurred 60 days ahead of the original 18-month timetable announced after the USD 26bn acquisition, which took effect 1 October 2015.
Status: Closed

-CATERED FIT CLOSES ACQUISITION OF SOUTH FLORIDA MEAL DELIVERY FIRM'S CUSTOMER LIST
US-based fresh meal delivery company Catered Fit has completed the acquisition of Florida-based meal delivery firm Serving the Soul's customer list, the company said. Serving the Soul is an eight year old company, located in Miami, Florida.
Joshua Pardue, CFO of Catered Fit worked with Serving the Soul's founder and CEO, Marcos Quijano, in structuring the transaction. Catered Fit said that the transaction is significant as South Florida has seen a noticeable increase in the demand for daily fresh meal delivery service, and that has given rise to a number of smaller operations trying to capture market share.
Status: Closed

-FLOWTEX ENERGY CLOSES ACQUISITION OF EAST TEXAS OIL FIELDS
US-based oil and gas explorer Flowtex Energy has completed the acquisition of a large field with significant, already-producing acreage and leases in East Texas, the company said.
The acquisition adds to the resource portfolio of Flowtex. These additional fields complement Flowtex's strategy of growth through both acquisition and development. Flowtex Energy said the acquisition of fields which are already producing allows Flowtex an efficient means of increasing output and decreasing the time-to-market which has posed challenges to so many Oil and Gas companies.
Status: Closed

-REAL ESTATE SERVICES FIRM ACUMEN TO ACQUIRE URBAN INVESTMENT GROUP
US-based real estate services company Acumen Companies has entered into a definite agreement to acquire Washington, DC-based real estate firm Urban Investment Group, the company said.
The acquisition will result in Acumen Companies, a parent entity of Acumen Capital, forming a family of five entities to include Acumen Capital, Acumen Development, Acumen Construction, Acumen Affordable, and Acumen Management. The transaction represents a milestone in Acumen's strategy to gain substantial market share in real estate development and construction, in addition to being a market leader in alternative lending and capital investment.
Status: Agreed

-FIRST HARVEST CLOSES ACQUISITION OF CANNABIS TECHNOLOGY, MEDIA AND GAMING PLATFORM CANNAVOICES
US-based First Harvest Corp. (OTC: HVST) has entered into and closed an agreement and plan of merger and reorganisation between its CV acquisition Corp. subsidiary and US-based cannabis technology, media and gaming platform Cannavoices, Inc., the company said.
Under the deal, effective on the closing date, CV Acquisition Corp. merged with and into Cannavoices, such that Cannavoices, the surviving corporation, became a wholly-owned subsidiary of First Harvest. Cannavoices is a platform for technology, media and gaming with a focus on the cannabis industry and emerging growth sectors. It plans to generate revenue primarily through in-app sales of virtual goods, affiliate ecommerce sales promoted by celebrities highlighted on its platform, and through advertising services.
Status: Closed

-BRANDT AGRICULTURE PRODUCTS ACQUIRES MIDWEST DEALER AHW
Canadian grain handling equipment manufacturer Brandt Agricultural Products Ltd has acquired Illinois and Indiana, US-based dealer AHW LLC, the group said. AHW has 16 locations across two states. Terms of the deal were not disclosed.
Brandt said the deal enhances the company's ability to provide grain handling equipment and proactive, locally-based service to farmers in Illinois and Indiana. Brandt Agricultural Products engineers and manufactures a line of premium grain handling equipment on the market.
Status: Closed

-ENTERPRISE FINANCIAL SERVICES CLOSES USD 130.6M ACQUISITION OF MISSOURI, USA'S JEFFERSON COUNTY BANCSHARES
Missouri, US-based bank holding company Enterprise Financial Services Corp (NASDAQ: EFSC) has closed its acquisition of Missouri, US-based Jefferson County Bancshares, Inc. in a cash and stock deal worth USD 130.6m, the company said.
This deal was announced in October 2016. JCB and its wholly-owned subsidiary, Eagle Bank and Trust company of Missouri, have approximately USD 935m in assets, USD 670m in loans, and USD 763m in deposits as of 30 June 2016. JCB operates 13 full service retail and commercial banking offices in metropolitan St. Louis and Perry County, Missouri.
Status: Closed

-EQUATORIAL MINING AND EXPLORATION TO ACQUIRE MEXICAN PROJECT FOR GBP 10.4M
UK-based mining company Equatorial Mining and Exploration Plc (ISD: EM.P) has signed a conditional option agreement with UK-based vermiculite miner SPV Corp. Pty Ltd. to acquire a Mexican mining and exploration project with interests in copper, gold and molybdenum, the company said.
This acquisition will be part of a fundraising of at least GBP 2m and a move by the enlarged company from the NEX Exchange to the London Stock Exchange. The option is valid for 90 days and will allow the company to complete its due diligence into the company and assets being acquired. If the transaction proceeds, the acquisition consideration is expected to be GBP 10.4m (USD 12.98m), which will be satisfied by the issue of new shares in the company.
Status: Agreed

-CALEDONIA INVESTMENTS SELL UK CARAVAN PITCH OPERATOR PARK HOLIDAYS
UK-based investment trust company Caledonia Investments plc (LON: CLDN) has closed the sale of its 81.5% fully diluted equity stake in UK holiday park operator Park Holidays UK to UK-based special purpose vehicle Tiger Bidco for a headline enterprise value of GBP 362m (USD 451.96m), the company said.
Tiger Bidco was incorporated by UK-based asset manager Intermediate Capital Group (LSE: ICP). This deal was announced on 19 December 2016. Park Holidays UK is the UK's third largest holiday park operator. Completion of the transaction was conditional on the approval of the Financial Conduct Authority, which Caledonia was granted.
Status: Closed

-BRITISH ONLINE FASHION AND RETAIL GROUP BOOHOO WINS US COURT NOD TO BUY NASTY GAL
Bankrupt Los Angeles, US-based women's clothing, shoes, and accessories company Nasty Gal, Inc. anticipates that UK online fashion and retail group boohoo.com plc's (LSE: BOO) BooHoo F I Ltd affiliate will become the new owner of Nasty Gal's trademarks and other intellectual property, the company said.
UK online fashion and retail group boohoo.com plc's (LSE: BOO) BooHoo F I Ltd affiliate has obtained court approval to acquire certain intellectual property assets and customer databases from bankrupt Los Angeles, US-based women's clothing, shoes, and accessories company Nasty Gal, Inc. for USD 20m, the company said. The transaction, subject to the satisfaction of customary closing conditions waivable at the Group's discretion, is expected to complete on 28 February 2017.
Status: Agreed

-FRUTAROM INDUSTRIES ACQUIRES SOUTH AFRICAN FLAVOURS COMPANY UNIQUE
Israeli flavours and specialty ingredients company Frutarom Industries Ltd. (LSE: FRUT), (TASE: FRUT) has
signed, through a subsidiary, an agreement for the purchase of 100% of the shares in the South African companies Unique Flavors Proprietary Ltd. and Unique Food Solutions Proprietary Ltd. (collectively Unique) for around USD 6.7m (ZAR 90m), the company said. The purchase agreement includes a mechanism for future consideration contingent on Unique's future business performance.
Status: Closed

-SPANISH BUILDER OBRASCON HUARTE TO SELL STAKE IN MADRID DEVELOPMENT
Spanish construction and civil engineering company Obrascón Huarte Laín SA's (BME: OHL) Obrascón Huarte Laín Desarrollos, S.L. subsidiary has entered into a sale and purchase agreement with Mohari Ltd under which OHLD and Grupo Villar Mir have sold a 50% of the share capital of Centro Canalejas Madrid, S.L. for a total amount of EUR 225m (USD 238.92m), the company said.
In this regard, OHLD will receive an amount of EUR 78.75m (USD 83.62m) for a 17.5% stake of the share capital. Centro Canalejas Madrid owns a development called Complejo Canalejas, which is being built in the buildings located in numbers 6, 8, 10, 12 and 14 of Alcalá Street, number 1 of Canalejas Square and number 7 of the Carrera de San Jerónimo in Madrid.
Status: Agreed

-PJSC MEGAFON BUYS STAKE IN RUSSIAN TELECOMMUNICATION FIRM MAUL.RU FOR USD 740M
Russian telecommunications operator MegaFon (LSE: MFON) has closed the acquisition of a 15.2% economic or 63.8% voting stake in Russian telecommunication firm Mail.Ru Group Ltd. (LSE: MAIL) from subsidiaries of USM Holdings, MegaFon's controlling shareholder, the company said.
In the deal, MegaFon bought 11.5m class A shares and 21.9m ordinary shares in Mail.Ru Group. The total consideration for the acquisition was USD 740m. The company paid USD 640m in cash at closing, while the remaining consideration in the amount of USD 100m will be paid on a deferred basis in one year after the closing.
Status: Closed

-BUPA CLOSES GBP 835M ACQUISITION OF UK-BASED OASIS DENTAL CARE
UK-based health and care company Bupa Finance plc has closed the acquisition of UK private dental provider Oasis Dental Care from European private equity group Bridgepoint in a transaction totalling GBP 835m (USD 1.042bn), the company said.
This deal was announced last November. Bupa said the move is a significant milestone in Bupa's strategy to offer customers high quality dental services. Bupa will become a major dental provider in the UK's GBP 7.1bn dental market, with over 2m customers, over 1,800 clinicians and 420 clinics.
Status: Closed

-GREAT PORTLAND ESTATES SELLS MIXED-USE DEVELOPMENT FOR GBP 435M
UK-based REIT Great Portland Estates plc (LSE: GPOR) has sold the freehold of UK mixed used development Rathbone Square, 35/50 Rathbone Place, W1 to Rathbone Place Jersey Ltd. for a headline price of GBP 435m (USD 543.29m), the company said.
Rathbone Place Jersey is an entity owned by German investors WestInvest Gesellschaft Für Investmentfonds mbH and Deka Immobilien Investment GmbH. The price reflects a net initial yield to the buyer of 4.25%.
Status: Closed

-BRITISH POWER STATION OPERATOR DRAX GROUP CLOSES GBP 340M ACQUISITION OF OPUS ENERGY
UK-based power station owner Drax Group plc has completed the acquisition of the entire issued share capital of UK-based gas and electricity supplier Opus Energy Group Ltd for GBP 340m (USD 424.64m), the group said.
The acquisition was originally announced on 6 December 2016. Drax said the deal is part of a larger move away from its history as a producer of electricity from the burning of coal. Opus Energy was founded in 2002 is a major provider to the business market in the UK. The company has around 870 employees.
Status: Closed