Deal Pipeline
Tuesday 14 June 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-TAL INTERNATIONAL TO ADJOURN SPECIAL MEETING ON TRITON CONTAINER MERGER
US-based container lessor TAL International Group, Inc. (NYSE: TAL) plans to convene and immediately adjourn the special meeting of TAL stockholders to be held on 14 June, the company said.
The special meeting will be adjourned until the special meeting is reconvened on 12 July to approve the proposed combination of TAL and Bermuda-based intermodal container leasing operator Triton Container International Ltd.
Status: Agreed

-INTEROIL TO HOLD SPECIAL MEETING ON 28 JULY TO VOTE ON OIL SEARCH TRANSACTION
Singapore-based oil and gas business InterOil Corp. (NYSE: IOC) (POMSoX: IOC) has scheduled a special meeting to be held on 28 July for holders of common shares, options and restricted share units to consider the company's agreed deal to be acquired by Papua New Guinea oil and gas exploration and development firm Oil Search (ASX: OSH), the company said.
Under the deal, Oil Search will pay 8.05 Oil Search shares plus a contingent value right for each InterOil share. The implied transaction value of the Oil Search share component of the consideration is USD 40.25 per InterOil share, for a total transaction value of approximately USD 2.2bn, which represents a premium to InterOil's recent trading prices.
Status: Agreed

-CONTRAVIR CLOSES ACQUISITION OF HEPATITIS B SPECIALIST CICLOFILIN PHARMACEUTICALS
US-based drugmaker ContraVir Pharmaceuticals, Inc. (NASDAQ: CTRV) has closed the acquisition of all of the outstanding equity interests in Ciclofilin Pharmaceuticals, Inc. for the right to receive future milestone payments which will be allocated among the holders of Ciclofilin common stock, the company said.
The milestone payments will consist of up to an aggregate USD 17m cash and up to 10% of ContraVir's issued and outstanding common stock as of the closing date of the merger, and will be paid upon the achievement of certain developmental and/or regulatory milestones related to CPI-431-32, Ciclofilin's lead development candidate.
Status: Closed

-CAROLINA FINANCIAL CLOSES USD 16.3M ACQUISITION OF CONGAREE BANCSHARES
South Carolina, US-based bank holding company Carolina Financial Corp. (NASDAQ: CARO) has closed its acquisition of Congaree Bancshares, Inc. (OTC: CNRB), the company said.
Under the terms of the acquisition agreement, Congaree shareholders will have the right to receive USD 8.10 for each share of Congaree common stock, payable, at their election and subject to certain limitations, in cash or in shares of Carolina Financial common stock based upon a fixed exchange ratio of 0.4806. The deal is worth around USD 16.3m, which includes the assumption of around USD 1.6m of preferred stock.
Status: Closed

-MICROSOFT TO ACQUIRE PROFESSIONAL NETWORK LINKEDIN IN USD 26.2BN DEAL
US-based software company Microsoft Corp. (NASDAQ: MSFT) and US-based professional network LinkedIn Corp. (NYSE: LNKD) have entered into a definitive agreement under which Microsoft will acquire LinkedIn for USD 196 per share in an all-cash transaction valued at USD 26.2bn, inclusive of LinkedIn's net cash, the companies said.
LinkedIn will retain its distinct brand, culture and independence. Jeff Weiner will remain CEO of LinkedIn, reporting to Satya Nadella, CEO of Microsoft. Reid Hoffman, chairman of the board, co-founder and controlling shareholder of LinkedIn, and Weiner both fully support this transaction.
Status: Agreed

-ENERGY FUELS TO CLOSE ACQUISITION OF US URANIUM PRODUCER MASTENA ON/BEFORE 16 JUNE
US-based uranium producer Energy Fuels Inc. (NYSE MKT: UUUU) (TSX: EFR) currently expects to complete the acquisition of US-based uranium producer Mesteña Uranium, LLC on or before 16 June 2016, subject only to final approval for the transfer of its Radioactive Materials License by the Texas Commission on Environmental Quality which is expected sometime this week, the company said.
Mesteña is a privately-held in situ recovery uranium producer that owns the Alta Mesa ISR Project a fully-licensed uranium project, currently on standby, located in South Texas. As previously announced on 7 March 2016, the company expects to issue 4,551,284 common shares of the company to the current owners of Mesteña at closing.
Status: Agreed

-INDIE BOARDS AND CARDS, ACTION PHASE GAMES TO MERGE
California-based board games publisher Indie Boards and Cards and Indiana-based Action Phase Games have agreed to merge the two companies and key personnel into a single games publisher, the companies said.
Going forward, the teams will work together on releasing new games mostly under the Indie Boards and Cards imprint. The Action Phase Games brand will continue as the imprint for the Heroes Wanted line of games and other select projects.
Status: Agreed

-INTERGRAPH PROCESS, POWER AND MARINE TO ACQUIRE FINNISH CUTTING, WELDING MACHINE SUPPLIER NESTIX OY
US-based plant, ship and offshore facilities design software specialist Intergraph Process, Power and Marine has agreed to acquire Finland-based production management software firm Nestix Oy, the company said.
Nestix is a software supplier of data-centric production management solutions that allow connections to pipe, plate, profile cutting and panel welding machines. Intergraph Process, Power and Marine said that the company's staff in Finland will join its parent, Sweden's Hexagon, as part of the acquisition.
Status: Agreed

-ARMALY BRANDS BUYS THREE CLEANING PRODUCT BRANDS FROM CHURCH AND DWIGHT
Brillo owner Armaly Brands has acquired the Cameo, Snobol and Parson's cleaning product brands and assets from US-based household products maker Church and Dwight Co., Inc. (NYSE: CHD), the company said.
Cameo Copper, Brass and Porcelain Cleaner, Cameo Aluminum and Stainless Steel Cleaner, Snobol  Toilet Bowl Cleaner, and the original Parson's Ammonia are household names that date back to the 1950's.
Status: Closed

-ECOTEC BUYS TD WILLIAMSON'S ECOTEC FRENCH SUBSIDIARY
US-based specialty equipment maker Ecotec International Holdings, LLC has acquired US-based pipeline maintenance equipment maker T.D. Williamson's Gazomat S.A.R.L. French subsidiary, the company said.
Based in Strasbourg, France, Gazomat manufactures portable gas leak detection instruments, leak detection services, and first-responder environmental safety equipment.
Status: Closed

-US DOJ FILES FOR CLEARANCE OF UBM'S SALE OF PRESS RELEASE DISTRIBUTOR PR NEWSWIRE
The US Department of Justice has filed its proposed settlement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in relation to UK-based marketing services and communications company UBM plc's (LSE: UBM-LN) sale of press release distributor PR Newswire to PWW acquisition, the Cision entity controlled by GTCR Canyon Holdings, as announced on 15 December 2015, UBM said.
UBM expects the government to grant Early Termination of the HSR Act waiting period shortly, which would then permit the parties to close the transaction. The deal is worth USD 841m.
Status: Agreed

-ERGOMED ACQUIRES TWO GERMAN SERVICE PROVIDERS
UK-based drug development services company Ergomed plc, (LSE: ERGO) has acquired two German service providers to complement and enhance its existing capabilities, the company said.
These are Dr. Oestreich + Partner GmbH ('O+P'), a full service contract research organisation based in Cologne and, Gesellschaft für angewandte Statistik + Datenanalyse mbH, a specialist statistics and data management company based in Neuss. Both companies are being acquired from their founders.
Status: Closed

-BUSHVELD ENERGY SIGNS SOUTH AFRICA COOPERATION AGREEMENT
South African mineral development company Bushveld Minerals Ltd. (AIM: BMN) has signed a cooperation agreement between its Bushveld Energy energy subsidiary and the Industrial Development Corp. of South Africa, the company said.
The IDC is South Africa's national development finance institution, wholly-owned by the South African government. Under the terms of the agreement, Bushveld Energy will partner with the IDC to determine the economic viability of vanadium redox flow batteries for use and manufacture in South Africa.
Status: Agreed

-INDEPENDENT OIL AND GAS TO BUY OYSTER PETROLEUM UNIT FROM VERUS
UK-based oil and gas company Independent Oil and Gas plc (AIM: IOG) has signed a sale and purchase agreement with Verus Petroleum Ltd to conditionally acquire 100% of the shares of Verus' Oyster Petroleum Ltd. subsidiary, the company said.
The acquisition is conditional upon Verus completing the transfer of certain licences into Oyster which have 2C recoverable resources of 320.7bn cubic feet of gas. SPA signed to acquire 100% of the shares of Oyster, for an initial consideration of GBP 1m (USD 1.42m), GBP 0.75m nine months after completion with further payments of up to GBP 3.25m upon the achievement of certain milestones.
Status: Agreed

-UK OIL AND GAS INVESTMENT TO ACQUIRE WEALD BASIN LICENSE
UK Oil and Gas Investments plc (AIM: UKOG) has signed agreements with Celtique Energie and Magellan Petroleum to acquire 100% ownership of the 300 sq km (116 sq miles) Weald Basin licence PEDL234, the company said.
The acquisitions more than double the company's net acreage holdings in the prime Kimmeridge Limestone Oil province, as proven by the Horse Hill-1 oil discovery which, as previously reported on 21 March 2016, flow tested at a commercial aggregate stable dry oil rate of 1,688 barrels of oil per day from the Kimmeridge Limestones and Portland section.
Status: Agreed

-TEN ALPS SELLS GROVE HOUSE PUBLISHING FOR GBP 50,000
UK-based TV and multimedia content producer Ten Alps plc, trading as Zinc Media has disposed of the trade of its Grove House Publishing Ltd. publishing subsidiary for a cash consideration of GBP 50,000 (USD 70,812), the company said.
Ten Alps will also retain certain assets, including the debtor book and cash in Grove, subject to various completion adjustments. Grove, based in Groombridge, is a niche publisher and event organiser, specialising in the food, agriculture and animal medicines markets.
Status: Closed

-UNION JACK OIL ACQUIRES INTEREST IN PEDL182, BROUGHTON NORTH PROSPECT
UK-based onshore oil and gas exploration and production company Union Jack Oil plc (AIM: UJO) has reached agreement with Egdon Resources plc to acquire an 8.33% economic interest in PEDL182, the company said.
PEDL182 is located in Lincolnshire on the western margin on the Humber Basin containing the Broughton North Prospect. The acquisition affiliates two prospective licence areas, already demonstrated by the Wressle-1 oil and gas discovery.
Status: Closed

-EFG-HERMES SELLS 40% OF CREDIT LIBANAIS SHARES
UK-based onshore oil and gas exploration and production company Union Jack Oil plc (AIM: UJO) has reached agreement with Egdon Resources plc to acquire an 8.33% economic interest in PEDL182, the company said.
PEDL182 is located in Lincolnshire on the western margin on the Humber Basin containing the Broughton North Prospect. The acquisition affiliates two prospective licence areas, already demonstrated by the Wressle-1 oil and gas discovery.
Status: Closed

-IMMARSAT PARTNERS WITH SPEEDCAST TO OFFER FLEET XPRESS TO THE MARITIME MARKET
Hong Kong-based satellite communications and network service provider SpeedCast International (ASX: SDA) has entered into an important strategic partnership with UK-based satellite telecommunications firm Inmarsat (LSE: ISAT), the company said.
The agreement positions Inmarsat's new Fleet Xpress service, powered by the Global Xpress network, as a key service within its maritime services portfolio, being fully integrated with SpeedCast's existing maritime SIGMA gateway and other Value Added Services. Over the next five years, SpeedCast has committed to roll out Fleet Xpress to approximately 2,000 vessels.
Status: Agreed

-MOBILE TELECOMMUNICATIONS INFASTRUCTURE FIRM HIS BUYS 1,211 NIGERIA TOWER SITES
Nigerian mobile telecommunications infrastructure provider IHS Holding Ltd. has completed the acquisition of Helios Towers Nigeria Ltd.'s 1,211 tower sites throughout Nigeria, the company said.
HTN and IHS established the mobile telecommunications infrastructure industry in Nigeria in the early 2000s and this transaction, announced on the 10th of March 2016, is the first in-market consolidation in Africa. Under the terms of the transaction, IHS acquired the entire issued share capital of HTN and now has full operational control of the underlying business.
Status: Closed

-HICL INFRASTRUCTURE ACQUIRES STAKE IN UK HOSPITAL PROJECT
UK-based infrastructure investment company HICL Infrastructure Co Ltd. (LSE: HICL) has acquired an incremental investment in the Hinchingbrooke Hospital PFI Project, the company said. The HICL Group and Kajima Partnerships Ltd. have an existing joint venture holding company in which the HICL Group has a 75% shareholding. Previously, Holdco owned a 50% interest in the project.
Following this transaction, HoldCo now owns 100% of the project, thereby increasing the HICL Group's indirect ownership from 37.5% to 75%. The total consideration paid by the HICL Group for its 75% interest was GBP 5.3m (USD 7.50m), in line with the current valuation of similar UK social infrastructure projects within its portfolio.
Status: Closed

-VIETNAM INFRASTRUCTURE SELLS STAKE IN VINA-CPK
Hi Chi Minh-based investment vehicle Vietnam Infrastructure Ltd. (AIM: VNI) is divesting its entire stake in the Vina-CPK Ltd. Company, the firm said. The company is located in Vinh Phuc, Vietnam, and operates industrial park and infrastructure projects with an investment license of up to 49 years which was acquired by VNI in 2009.
VNI will dispose of its entire stake to Phuc Hung Import Export Co Ltd., at a sale price of USD 22.1m, which will be paid in cash.
Status: Closed

-FULHAM ACQUIRES DRIVER BUSINESS FROM LUMOTECH
US-based lighting components and electronics supplier Fulham Co Group has signed a definitive agreement to acquire certain assets of the LED driver business of Dutch lighting firm Lumotech from Irish LED products firm Nualight, the company said.
With completion of this acquisition, Lumotech will become Fulham's new European Design Centre. Fulham said it will be able to offer a more extensive line of LED drivers to OEMs and distributors throughout Europe.
Status: Closed

-SBA CONCERN ACQUIRES 24.94% STAKE IN LITHUANIAN KNITWEAR MANUFACTURER
Lithuanian investment firm SBA Concern and investment funds Amber Trust, KJK Fund, Firebird Republic Fund and Firebird Avora Fund have concluded a transaction regarding acquisition of shares of knitwear manufacturer AB "Utenos trikotažas," after which a portfolio AB Utenos trikotažas shares owned by SBA Concern increased to 86.76%, the firm said.
The total transaction value amounts to almost EUR 1.3m (USD 1.46m). With the deal SBA Concern owns 86.76% of Utenos trikotažas, while minor shareholders and other investment funds 13.24%.
Status: Closed

-BIOSCRIP ACQUIRES INFUSION, NURSING SERVICES FIRM HOME SOLUTIONS FOR USD 85M
US-based infusion and home care management solutions company BioScrip, Inc. (NASDAQ: BIOS) has entered into an agreement to acquire the business of HS Infusion Holdings, Inc., the company said.
Based in Hammonton, New Jersey, Home Solutions is a provider of home infusion and home nursing products and services to patients suffering from chronic and acute medical conditions. Home Solutions is a privately held company whose principal shareholder is KRG Capital Partners LLC.
Status: Closed

-ONELOGIN ACQUIRES PASSWORD MANAGEMENT SPECIALIST PORTADI
US-based cloud identity management company OneLogin has acquired cloud-based password management tool Portadi, the company said.
The acquisition will enable OneLogin customers to increase employee productivity by automatically populating their OneLogin portal with apps as they manually sign into them. OneLogin has been a driver of the Security Assertion Markup Language single sign-on standard, supporting over one thousand SAML apps out of a catalog of 5,000 apps.
Status: Closed

-CHINESE RESTAURANT OPERATOR XIAO NAN GUO TO BUY 9.82% STAKE IN B-TO-B ECOMMERCE PLATFORM WOWO
Chinese restaurant chain Xiao Nan Guo Restaurants Holdings Ltd.'s Moonlight Vista Ltd. subsidiary has entered into a sale and purchase agreement with Asia Global Develop Ltd., Jade Investments Ventures Ltd. and Markland (Hong Kong) Planning Ltd., pursuant to which Moonlight Vista will acquire a 9.82% stake in Chinese foodservice industry-focused B2B online e-commerce platform Wowo Ltd. (NASDAQ: JMU), the companies said.
Moonlight Vista will pay a total consideration of HKD 368,396,837 (approximately USD 47.5m). The transaction is expected to be completed by August 31, 2016, subject to regulatory approval and other customary closing conditions.
Status: Agreed

-MANTECH ACQUIRES OCEANS EDGE CYBER UNIT
US-based national security-focused IT company ManTech International Corp. (NASDAQ: MANT) has acquired US-based Oceans Edge, Inc.'s cyber network operations solutions business, the company said.
ManTech funded the acquisition from cash on hand. Headquartered in Reston, VA, "Oceans Edge Cyber" will add additional vulnerability research, development, and analysis capabilities to ManTech's existing cyber intelligence business.
Status: Closed

-EMERA LAUNCHES NOTES OFFERINGS; WILL FUND TECO ACQUISITION
Canadian energy and services company Emera Inc. (TSX: EMA) is offering of USD 1.2bn 6.75% Fixed-to-Floating subordinated notes, CDN 500m 2.90% senior notes and USD 3.25bn aggregate principal amount of multiple series of senior notes as part of the funding for the acquisition of Shareholders of US-based electric and gas utility operator Teco Energy Inc. (NYSE: TE), the company said.
Last September, Teco Energy agreed to be acquired by Emera in a deal would create a North American energy firm with over USD 20bn of assets and more than 2.4 m electric and gas customers.
Status: Agreed

-TRELLEBORG ACQUIRES US MEDICAL DEVICE COMPONENT MAKER SPECIALSTY SILICONE FABRICATORS
Swedish polymers company Trelleborg has signed an agreement to acquire US-based silicon medical device component maker Specialty Silicone Fabricators Inc., the company said on Monday.
Specialty Silicone Fabricators is a manufacturer of high-precision silicone components for medical technology original equipment manufacturers. The acquired company is a player in the US life sciences market, providing Trelleborg with a platform for future development.
Status: Closed

-TSYS ACQUIRES REMAINING 45% STAKE IN EMEA JV
US-based payment solutions provider TSYS (NYSE: TSS) has acquired, from UK-based The Merchants Group Ltd., the remaining 45% ownership share in its TSYS Managed Services EMEA joint venture, the company said on Monday.
TSYS Managed Services is now a wholly owned TSYS company focused on providing outsourced business process and contact-centre services and support to TSYS' international clients. It was formed in 2006 as a joint venture between TSYS and Dimension Data.
Status: Closed

-MEDNAX TO ACQUIRE US HOSPITAL REVENUE CYCLE MANAGEMENT SERVICES PROVIDER CARDON OUTREACH
US-based physician network Mednax, Inc. (NYSE: MD) has signed a definitive agreement to acquire US-based hospital revenue cycle management services provider Cardon Outreach, for USD 400m, the company said on Monday.
The company will become a wholly owned subsidiary of MedData, a Mednax company. Including the addition of Cardon, MedData's operations will consist of approximately 2,000 employees.
Status: Agreed

-SWEDEN'S MILLICOM FORMS LATIN AMERICA PARTNERSHIP WITH NETFLIX
Swedish telecommunications and media company Millicom has formed a strategic partnership with US Internet television network Netflix to bring Netflix app preloads to Android smartphones from TigoSmart and provide promotions to TigoStar and TigoSmart customers in Latin America, the company said on Monday.
According to Millicom, the partnership brings a new option to the Latin America telecom industry in the way Tigo and TigoUNE customers will be able to easily find the Netflix app preloaded on their Android smartphones and engaged a selection of movies and TV shows on Netflix.
Status: Agreed

-LMP REAL ESTATE INCOME FUND, CLEARBRIDGE REAL ESTATE OPPORTUNITIES CLOSE MERGER
US-based management investment company LMP Real Estate Income Fund Inc. (NYSE: RIT) has converted the fund from a closed-end fund to an open-end fund through a merger with and into ClearBridge Real Estate Opportunities Fund, the fund said on Monday
LM Trust is newly organised and expects to register as an open-end management investment company under the Investment Co. Act of 1940, as amended.
Status: Closed

-INSURITY ACQUIRES TROPICS INSURANCE SOFTWARE FIRM
US-based insurance industry technology provider Insurity, Inc. has acquired US-based insurance software firm Tropics Software Technologies, Inc., the company said on Monday.
Based in Sarasota, Florida, Tropics is focuses on the workers' compensation market for mono-line carriers, state and self-insured funds as well as other specialty workers' compensation organisations. Insurity said that the Tropics brand will be retained with the organisation operating as 'Tropics, an Insurity company.'
Status: Closed

-AEREON ACQUIRES GAS BURNER TECHNOLOGY ABUTEC
US-based gas and vapor combustion and recovery technologies company Aereon has acquired select assets of Abutec including the Abutec brand, burner technology and QuadO certified enclosed combustors used extensively across the US shale basins, the company said on Monday.
Abutec burner technology complies with EPA regulatory standards (QuadO), producing up to 99.9+ % destruction and removal efficiency of harmful emissions.
Status: Closed

-TANGOE CLOSES ACQUISITION OF VODAFONE TELECOM EXPENSE MANAGEMENT TECHNOLOGY
US-based IT expense management technology company Tangoe, Inc. (NASDAQ: TNGO) has closed transactions contemplated by its strategic partnership with Vodafone announced on 6 April, the company said on Monday.
This strategic partnership agreement named Tangoe as Vodafone's preferred global TEM provider. Specifically, Tangoe has acquired Vodafone's existing TEM technology and a majority of Vodafone's TEM employees have transferred to Tangoe.
Status: Closed