Deal Pipeline
Monday 15 August 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-CHIPMOS WINS SHAREHOLDER NOD FOR MERGER

Shareholders of Bermuda-based outsourced semiconductor assembly and test services provider ChipMOS Technologies (Bermuda) LTD. (NASDAQ: IMOS) have voted in favour of the company's upcoming merger, the company said.
Under the deal, ChipMOS Technologies (Bermuda) LTD will merge with and into ChipMOS Technologies Inc. a company limited by shares incorporated under the laws of the Republic of China and a 58.3% directly owned subsidiary of ChipMOS as of 21 January 2016.
Status: Agreed

-LOCKHEED MARTIN SETS FINAL EXCHANGE RATIO IN OFFER FOR IT AND TECHNICAL SERVICES BUSINESSES
US-based aerospace company Lockheed Martin (NYSE: LMT) has set the final exchange ratio for the exchange offer related to the split-off of its IT and Technical Services Businesses, the company said.
The exchange offer provides Lockheed Martin stockholders the opportunity to exchange their shares of Lockheed Martin common stock for shares of Abacus Innovations Corp. common stock, which will convert into shares of common stock of US-based science and technology solutions company Leidos Holdings Inc. (NYSE: LDOS) Leidos Holdings, Inc. upon completion of the proposed transaction. The exchange offer represents a step in the proposed Reverse Morris Trust transaction with Leidos announced on 26 January 2016. The exchange offer will expire on 16 August.
Status: Agreed

-CHINA'S GRAND CHIP INVESTMENT GRABS 1.64% OF AIXTRON SHARES IN TENDER OFFER
Chinese investment fund Grand Chip Investment GmbH's takeover offer has been accepted for a total of shares representing approximately 1.64% of the Aixtron share capital and the existing voting rights of German chipmaker Aixtron, the company said.
The minimum acceptance threshold specified in the company's offer corresponds to an acceptance quota of at least 60% of the total number of 112,720,355 Aixtron shares. In May, Grand Chip Investment proposed to buy Aixtron for EUR 6.00 per tendered share in cash. This equates to around EUR 670 (USD 748.72m).
Status: Agreed

-MAS REAL ESTATE REDUCES STAKE IN GERMAN FLEXIBLE WORKSPACE SPECIALIST SIRIUS REAL ESTATE
Isle of Man-based property investor MAS Real Estate Inc (SJ: MSP) has sold 60m ordinary shares in Germany-focused commercial property specialist Sirius Real Estate Ltd. at a placing price of EUR .49  per placing share (EUR 29.4m), the company said.
Post completion of the placing, MAS remaining stake in Sirius will comprise approximately 36.5m ordinary shares, equivalent to approximately 4.3% of Sirius's entire issued ordinary share capital. MAS Real Estate Inc. is a real estate investment company that has been established to invest in the office, retail, industrial and other property sectors.
Status: Closed

-MILESTONE UNIT TO PROVIDE INDIA'S NAPO WITH WHITE LABEL VERSION OF HD DIGITAL PLATFORM
UK-based digital media and technology solutions provider Milestone's (AIM: MSG) Nexstar subsidiary has signed a cooperation agreement to provide Indian mobile reward platform provider NaPo Ltd. with a white label version of its Backstage HD digital platform and money over IP financial platforms, the group said.
The agreement is for a 50/50 revenue share between Nexstar and NaPo Ltd. Under the deal, NaPo Ltd. will offer the platforms to its customers across its extensive rebate and rewards platforms.
Status: Agreed

-AERMONT CAPITAL FUND TO BUY UK FILM STUDIO PINEWOOD FOR GBP 323.3M
Picture Holdco Ltd., a newly-incorporated Bidco indirectly owned by UK-based investment fund PW Fund III, has agreed terms on a cash offer for UK film and television studio operator Pinewood Group plc (LSE: PWS), the companies said.
Under the terms of the offer, each Pinewood shareholder will be entitled to receive 563.2 pence per Pinewood share. This includes 560 pence in cash for each Pinewood share and a dividend of 3.2 pence per Pinewood share. This price (including the Agreed Dividend) represents a value of GBP 323.3m (USD 416.43m) for the entire issued ordinary share capital of Pinewood.
Status: Agreed

-UK COMPETITION AND MARKETS AUTHORITY MAY PROBE DOVER'S PENDING ACQUISITION OF WAYNE FUELING
The UK Competition and Markets Authority is considering whether the acquisition of US-based fuel station payment system provider Wayne Fueling Systems by US-based industrial products manufacturer Dover Corp (NYSE: DOV) will result in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services, the CMA said.
On 9 June, Dover announced that it has entered into a definitive agreement under which the company would acquire Wayne Fueling Systems Ltd. from Riverstone Holdings LLC for USD 780m in cash. Upon close of the transaction, Dover`s annualised retail fueling revenue will be USD 1.4bn when combining Wayne`s innovative product offerings with OPW and Tokheim.
Status: Agreed

-KLINE HILL PARTNERS FUND PLEDGED SHARES REPRESENTING 76.564% OF PRIVATE EQUITY INVESTOR
UK-based private equity firm Kline Hill Partners LP has received irrevocable undertakings to accept, in aggregate, 8,704,857 PEI shares, representing approximately 72.87% of the issued ordinary share capital of UK-based investment firm Private Equity Investor plc, the company said on Monday.
On 11 August, Kline Hill Partners LP's KHP Strategic 2 LP fund announced it had agreed to buy UK-based investment company PEI, the firm said. Under the terms of the offer, PEI Shareholders will be entitled to receive 167.00 pence in cash for each PEI Share held, valuing the entire issued share capital of PEI at approximately GBP 19,949,017 (USD: 25.979m).
Status: Agreed

-SWEDISH DRUGMAKER NEUROVIVE CLOSES SECOND STEP IN 10% ACQUISITION OF ISOMERASE THERAPEUTICS
Sweden-based mitochondrial medicine company NeuroVive Pharmaceutical AB (STO: NVP) has closed the second step in its partial acquisition of the British drug discovery and development company Isomerase Therapeutics Ltd (Isomerase), the company said on Monday.
NeuroVive now holds approximately 10% of the shares in Isomerase. The overall aim with the acquisition is to strengthen the existing partnership and accelerate NeuroVive's research and development program. The now completed acquisition includes approximately 5% further of the shares in Isomerase through a 550 000 GBP cash payment.
Status: Closed

-US ATM MAKER DIEBOLD CLOSES USD 1.8BN ACQUISITION OF GERMAN RIVAL WINCOR NIXDORF
US-based cash machine maker Diebold, Inc. (NYSE: DBD) has closed its acquisition of German banking software, hardware and services firm Wincor Nixdorf, the company said on Monday. In October, the companies had announced they were in talks toward a combination.
Diebold then launched a voluntary public tender offer to all shareholders of Wincor Nixdorf. Under the terms of the agreement, Diebold offered Wincor Nixdorf shareholders EUR 38.98 in cash plus 0.434 Diebold common shares per Wincor Nixdorf share. This transaction values Wincor Nixdorf, including net debt, at approximately USD 1.8bn, or EUR 1.7bn.
Status: Closed

-EUROPA OIL AND GAS ACQUIRES UK SUBSIDIARY OF CANADA'S SHALE PETROLEUM
UK-based oil and gas exploration, development and production company Europa Oil and Gas (Holdings) plc (AIM: EOG) has completed the acquisition of Canadian independent oil and gas explorer Shale Petroleum Ltd's Shale Petroleum Ltd. UK subsidiary for a nominal consideration of GBP 1, the company said.
As consequence of this acquisition Europa has increased its equity interest in PEDL299 and PEDL343 exploration licences awarded in the 14th UK Landward Licensing Round to 33.32% and 45.0% respectively. SPL set up the subsidiary Shale Petroleum Ltd. in order to apply for exploration licences in the 14th UK Landward Licensing Round.
Status: Closed

-NASSTAR TO ACQUIRE UK HOSTED MANAGED SERVICES PROVIDER MODRUS FOR GBP 13M
UK-based hosted managed services and cloud computing services provider Nasstar plc (LSE: NASA) has agreed to acquire UK-based per user hosted managed services provider Modrus Ltd. for GBP 13m (USD 16.74m) in cash and shares, the company said on Monday.
The consideration will be comprised of GBP 11.7m in cash and GBP 1.3m in new Nasstar equity. According to Nasstar, Modrus has a strong presence in media, property services and ISVs (independent software providers) which are new verticals to Nasstar, and also has a presence in existing Nasstar verticals, financial services and recruitment.
Status: Agreed

-VENDING MACHINE OPERATOR UVENCO UK LAUNCHES DEBT RESTRUCTURING
UK-based vending machine operator Uvenco UK plc (LSE: UVEN) has entered into an agreement to settle the group's GBP 2.4m outstanding bank facility for GBP 1m (USD 1.29m), payable in cash, the company said on Monday.
On the same date the company, through its subsidiaries Uvenco Ltd., Simply Drinks Ltd. and Drinkmaster Ltd., has entered into a GBP 1.3m debt facility agreement with Reward Invoice Finance Ltd., part of the Reward Finance Group a Manchester and Leeds based alternative lender, in order to provide the funds to satisfy the bank facility settlement, as well as additional working capital.
Status: Agreed

-HEXAGON COMPOSITES ENTERS JV WITH ALLEGHENY CREATIVE ENERGY SOLUTIONS, RESONANCE MODE
Norwegian bus fuel systems maker Hexagon Composites' ASA (HEX.OL) Hexagon Lincoln subsidiary has entered into a joint venture agreement with US-based locomotive solutions company Allegheny Creative Energy Solutions LLC and US-based Resonance Mode, Inc to create a new entity, Hexagon said on Monday.
As the majority shareholder, Hexagon Composites will support the new entity to develop and manufacture compressed natural gas fuel solutions for the rail industry. ACES and Resonance Mode have experience with American railroads and have designed prototype CNG tenders, fuel storage, and trackside refueling systems with Hexagon Composites' bulk-capacity TITAN cylinders.
Status: Agreed

-EXPERIAN CLOSES USD 360M ACQUISITION OF IDENTITY PROTECTION FIRM CSIDENTITY
UK-based credit bureau Experian plc (LSE: EXPN) has closed its acquisition of US-based CSIdentity Corp. from InvestCorp Technology Partners following US antitrust regulatory clearance, the company said on Monday.
The purchase consideration was USD 360m. This deal was announced on 19 April. Founded in 2006, CSID established itself as the wholesale technology and services provider to the identity protection industry.
Status: Closed

-UK GAMBLING OPERATORS 888, RANK GROUP SWEETEN USD 4BN OFFER FOR WILLIAM HILL
Gibraltar-based gambling operator 888 Holdings Plc (LSE: 888) and UK-based gambling company The Rank Group Plc (LSE: RNK) have submitted an improved non-binding proposal to the board of UK-based bookmaker William Hill plc (LSE: WMH) regarding a possible combination of 888, Rank and William Hill, the companies said on Monday.
William Hill immediately rejected the GBP 3.1bn (USD 4bn) offer. 888 and Rank believe that the creation of the UK's largest multi-channel gambling operator through a combination of the three businesses represents a compelling value creation opportunity for William Hill and its shareholders.
Status: Bidding

-ELY GOLD TO BUY ROYALTIES FOR GOLD PROPERTIES IN NEVADA, BRITISH COLUMBIA
Canada-based exploration stage natural resource company Ely Gold and Minerals Inc.'s (TSX Venture: ELY)(OTC: ELYGF) US-based Nevada Select Royalty, Inc. subsidiary has executed a purchase agreement for certain royalty interests from US-based holding company Golden Predator US Holdings Corp. and Bermuda-based property and casualty reinsurance services provider Resource Re Ltd., the company said.
Golden Predator and RRL are wholly owned subsidiaries of Bermuda-based holding company Till Capital Ltd. As total consideration, Nevada Select will pay USD 75,000 to Till.
Status: Agreed

-HIGHPOWER TO INVEST USD 17.3M IN CHINESE EV BATTERY MAKER HUIZOU YIPENG ENERGY
China-based rechargeable battery maker Highpower International, Inc. (NASDAQ: HPJ) subsidiary Huizhou Highpower Technology Co., Ltd has agreed to acquire up to 50% equity interest in electric vehicle power battery system maker Huizhou Yipeng Energy Technology Co., Ltd., the company said.
According to the agreement, the company will invest approximately USD 17.3m (RMB 114.75m) consisting of an aggregate of USD 5.2m in cash and USD 12.1m of power battery equipment into Huizhou Yipeng for a 50% equity interest. On August 10, 2016, the company consummated the first purchase of 30.4% for RMB 15m in cash (approximately USD2.3m) and power equipment equivalent to RMB 45m (approximately USD 6.8m).
Status: Agreed

-HONEYWELL TO SELL TECHNOLOGY SOLUTIONS BUSINESS TO KBR FOR USD 300M
US-based technology and manufacturing company Honeywell (NYSE: HON) has reached a definitive agreement to sell US-based engineering company Honeywell Technology Solutions Inc. to Texas-based engineering services company KBR Inc. (NYSE: KBR) for approximately USD 300m, the company said.
The transaction, which is subject to customary closing conditions and required regulatory approvals, is expected to close in 2016. HTSI has approximately 3,550 employees operates throughout 39 states and in 14 countries around the world. There is no impact to Honeywell's financial guidance.
Status: Agreed

-CANADIAN PACKAGING FIRM CASCADES TAKES MAJORITY POSITION IN LONGHORN PAPER CONVERTING
Canada-based packaging and tissue products company Cascades Inc. (TSX: CAS) has taken a majority position in Grand Prairie, Texas-based tissue converting plant Longhorn Paper Converting, the company said.
Cascades Tissue Group, a division of Cascades Canada ULC, is the fourth largest tissue paper manufacturer in North America. Founded in 1964, Cascades produces, converts and markets packaging and tissue products that are composed mainly of recycled fibres.
Status: Closed

-GOULSTON AND STORRS ADVISES ON USD 305M ACQUISITION OF NOVO NORDISK HQ
US-based law firm Goulston and Storrs has advised a consortium of South Korean investors led by South Korea-based real estate management company Hana Asset Management in its acquisition of Denmark-based pharmaceutical company Novo Nordisk's 762,000-square-foot North American headquarters in Plainsboro, New Jersey with an investment of USD 305m, the company said.
The class A property includes nine interconnected buildings on 59 acres, with Novo Nordisk currently occupying 498,000 square feet on a net lease basis with expansion rights. This acquisition is the latest in Hana's program to acquire core office properties in the metropolitan areas of major US cities. Hana also targets specialized investments in class A office, retail and logistics space.
Status: Closed

-ARIZONA'S MISTER CAR WASH CHAIN ADDS 6 TEXAS LOCATIONS
Arizona-based car wash services company Mister Car Wash has expanded its Texas footprint with the acquisition of Killeen, Texas-based car wash business company The Car Wash Barn, the company said.
Car Wash Barn operates six locations in the communities of Killeen, Temple, Fort Hood, Copperas Cove and Pflugerville, Texas. This acquisition brings the total Texas locations to 60 in Houston, Austin, El Paso, Lubbock, Abilene and Killeen.
Status: Closed

-SHAREHOLDERS OF FRENCH DRUGMAKER FLAMEL APPROVE CROSS-BORDER MERGER
France-based pharmaceutical company Flamel Technologies SA (NASDAQ: FLML) has received shareholder approval to reincorporate its country of domicile to Ireland from France via a cross-border merger, the company said.
Shareholders voted in favour of the reincorporation by proxy at the company's extraordinary general meeting, held in Lyon, France on 10 August, 2016. Under the terms of the company's reincorporation, Flamel will merge with and into its wholly owned subsidiary Avadel Pharmaceuticals Ltd.
Status: Agreed

-MONDELEZ TO BUY CADBURY BISCUIT LICENSE FROM UK-BASED BURTON'S
US-based biscuit and chocolate maker Mondelēz International Inc. (NASDAQ: MDLZ) has agreed to purchase the license from UK-based biscuit maker Burton's Biscuit Company that enables the company to manufacture, market and sell Cadbury-branded biscuits around the world, subject to regulatory approval.
Mondelēz International and Burton's Biscuit Co have agreed that Cadbury-branded biscuits will continue to be manufactured in Burton's factories by their employees under a co-manufacturing agreement. Mondelēz creates biscuits, chocolate, gum, candy and powdered beverages in 165 countries.
Status: Agreed

-HEXAGON ACQUIRES CONSTRUCTION DOCUMENTATION SOFTWARE FIRM MULTIVISTA
Sweden-based information technology provider Hexagon AB (STO: HEXAB) has acquired US-based cloud-based construction documentation solutions provider Multivista, the company said.
Visual construction documentation enables visibility of construction progress throughout the life cycle of a built asset from start to finish. Headquartered in Vancouver, British Columbia, Canada and Phoenix, Arizona, USA, Multivista operates a franchise business structure currently spanning North America and Europe, with the majority of its operations in the US and Canada.
Status: Closed

-MONTECITO MEDICAL ACQUIRES IOWA, USA MEDICAL OFFICE BUILDING
Nashville, Tennessee-based medical office building owner Montecito Medical has acquired the Bettendorf, Iowa-based Terrace Park Professional Center from Iowa-based real estate firm Lockard Development, Inc., the company said.
The three-story, Class-A medical office building encompasses 59,615 square feet and is directly connected to the 139-bed Trinity Medical Center. Both were built in 2004. Onsite specialties include orthopedics, OB/GYN, wound care, MRI, neurology, family medicine, pain management and pediatrics.
Status: Closed

-MEDNAX ACQUIRES MATERNAL-FETAL MEDICINE PRACTICE IN FLORIDA
Nashville, Tennessee-based medical office building owner Montecito Medical has acquired the Bettendorf, Iowa-based Terrace Park Professional Center from Iowa-based real estate firm Lockard Development, Inc., the company said.
The three-story, Class-A medical office building encompasses 59,615 square feet and is directly connected to the 139-bed Trinity Medical Center. Both were built in 2004. Onsite specialties include orthopedics, OB/GYN, wound care, MRI, neurology, family medicine, pain management and pediatrics.
Status: Closed

-XYLEM AGREES TO ACQUIRE SMART METER TECHNOLOGY FIRM SENSUS FOR USD 1.7BN
New York-based water technology company Xylem Inc. (NYSE: XYL) has agreed to acquire North Carolina-based smart meter technology provider Sensus for approximately USD 1.7bn in cash, the company said on Monday.
The transaction is subject to customary closing conditions and regulatory review. The transaction is expected to close in 4Q16. Xylem will finance the all-cash transaction with the deployment of approximately USD 400m of Xylem's non-US cash, new and existing credit facilities, and a combination of short- and long-term debt.
Status: Agreed

-CLEARLAKE CAPITAL SELLS MOBILE SECURITY SOFTWARE FIRM NETMOTION WIRELESS TO CARLYLE
California-based private investment firm Clearlake Capital Group, LP subsidiary Washington-based mobile security software solutions provider NetMotion Wireless, Inc. has entered into a definitive agreement to be acquired by US-based investment firm The Carlyle Group (NASDAQ: CG), the company said on Monday.
The transaction is expected to close in 3Q16, subject to normal closing conditions and regulatory approvals. NetMotion Wireless mobile security and performance management software accelerates business-critical applications, hybrid networks and mobile devices. The company is headquartered in Seattle, Washington.
Status: Closed

-SYNCROMATICS ACQUIRES DEMAND RESPONSE SOFTWARE PARTNER MOBILITAT
Los Angeles, California-based transit dispatch support provider Syncromatics has acquired Wyoming-based paratransit dispatching software products provider Mobilitat, the company said on Monday.
Syncromatics and Mobilitat have been collaborating for over a year in a non-exclusive partnership to provide technology solutions for transit agencies requiring both fixed route and paratransit software. The acquisition builds on this successful track record and will enable closer coordination of technology development and marketing efforts.
Status: Closed

-US REITS MAA, POST PROPERTIES TO MERGE IN USD 3.88BN DEAL
Georgia-based real estate investment trust Post Properties, Inc. (NYSE: PPS) has agreed to merge with and into Tennessee-based real estate investment trust MAA (NYSE: MAA), the company said on Monday.
The all-stock merger is intended to be a tax-deferred transaction and is subject to customary closing conditions. The parties currently expect the transaction to close during 4Q16. Under the terms of the agreement, each share of Post common stock will be converted into 0.71 shares of newly issued MAA common stock.
Status: Agreed

-LOOKERS TO ACQUIRE UK AUTO RETAILER DRAYTON GROUP FOR USD 71.37M
UK-based motor retail and after-sales service group Lookers plc (LSE: LOOK) has agreed to acquire UK-based used and new car retailer Warwick Holdings Ltd, trading as Drayton Group, for USD 71.37m (GBP 55.4m) in cash, the company said on Monday.
The acquisition is being funded from existing bank facilities through a conditional contract, with the condition being the successful conclusion of the sale of the Parts Division, which is expected to complete by the end of October.
Status: Agreed