Deal Pipeline
Wednesday 15 February 2017
The following is a list of deals covered in detail by M and A Navigator this week:

-VICTORIA ACQUIRE DUTCH ARTIFICIAL GRASS MAKERS AVALON, GRASSINC FOR EUR 11.2M

UK-based floor coverings maker Victoria plc (LSE: VCP) has acquired Netherlands-based artificial grass makers Avalon BV and GrassInc. BV for a total initial cash consideration of EUR 11.2m (USD 12.08m) and deferred consideration of EUR 5.1m (USD 5.48m), the group said.
This consideration will be funded from cash and the group's existing bank facilities. Additional contingent cash consideration is payable dependent on certain financial targets being met over the next four years. Victoria said the acquisitions will be immediately earnings-accretive.
Status: Closed

-ITALY'S TRENITALIA CLOSES ACQUISITION OF C2C FRANCHISE RAIL OPERATION FROM NATIONAL EXPRESS
UK-based public transport operator National Express Group plc (LSE: NEX) has closed agreement for Italian holding company FS Italiane Group's Trenitalia passenger rail transportation business to acquire the c2c franchise, a UK commuter rail operation, the group said.
c2c operates services between Fenchurch Street and Shoeburyness, serving 26 stations in East London and South Essex. The total consideration for the franchise was GBP 72.6m, resulting in a small net profit for National Express. In addition, Trenitalia's parent company, FS Italiane, paid GBP 35m (USD 43.60m) to settle an existing intercompany liability due from the franchise at the date of sale.
Status: Closed

-FORBES VENTURES BUYS STAKE IN UK ONLINE-ONLY BANK CIVILISED INVESTMENT
UK-based Investment company Forbes Ventures has acquired 4,545 ordinary shares, representing a 0.84% interest, in UK-based UK-based online-only bank Civilised Investments Ltd. for a consideration of GBP 200,000 (USD 249,140), the company said.
The consideration is to be satisfied by the issue of 40m new ordinary shares in Forbes at a price of 0.5 pence per share, to Gravity Investments Ltd., the vendor. Civilised Investments submitted an application for a UK banking licence in June 2016 and will change it's name to Civilised Bank upon authorisation.
Status: Closed

-ANGLO PACIFIC GROUP CLOSES ACQUISITION OF DENISON MINES INTEREST
UK-based natural resources and royalty business Anglo Pacific Group plc (LSE: APF) (TSX: APY) has closed a financing agreement relating to the portion of the toll milling proceeds from the McClean Lake Mill attributable to Denison Mines Inc. together with an associated streaming agreement, for total cash consideration of CDN 43.5m (USD 32.89m), the company said.
In the deal, Anglo Pacific paid Denison an upfront cash payment of CDN 2.7m (USD 2.06m) to acquire Denison's share of revenue from the McClean Lake Mill uranium processing site in Canada. The McClean Lake mill is fed by the Cigar Lake uranium mine. Denison is entitled to 22.5% of the proceeds generated by the mill.
Status: Closed

-PREMIER HOLDING CLOSES ACQUISITION OF US DEREGULATED POWER SUPPLIER AMERICAN ILLUMINATING
US-based energy company investor and operator Premier Holding Corp. (OTCQB: PRHL) has completed the transaction to acquire a FERC-licensed supplier of deregulated energy from WWCD, an Illinois LLC, the company said.
The name of the new wholly-owned supplier is American Illuminating company, or AIC. This newly acquired supplier will soon begin supplying power to PRHL's customers, and will recruit additional resellers of deregulated power and provide them with its proprietary sales tool, the Energy Services Portal which is a web-based platform that will streamline sales efforts, enforce compliance, and increase productivity.
Status: Closed

-GREENHOUSE TO ACQUIRE MAJORITY STAKE IN NOOTROPICS DRINKS MAKER KOIOS
US-based nutritional products with hemp supplements company Greenhouse Solutions, Inc. (OTC: GRSU) has entered into a letter of intent to acquire the majority share of Nootropics drinks maker Koios, the company said.
GH Solutions currently has a joint venture for Koios's Raspberry Wonder with hemp drink, which it said is one of the Koios's most popular products. The LOI represents the parties' mutual intentions to complete the necessary due diligence to negotiate a definitive agreement which is anticipated to be completed and signed on or before 11 May 2017.
Status: Agreed

-CONVERGENCE ACQUIRES INFORMATION SECURITY BUSINESS DEEP RUN
US-based technology and cyber company Convergence Technology Consulting has acquired US-based information security business Deep Run Security, the company said. Convergence said that, with the merging of Deep Run Security and Convergence, the company brings to the market fully formed offerings that provide customers with the needed ingredients to protect their information and assets.
Deep Run Security, the developer of Spectrum, is in cyber risk analysis that is currently being used in all major industries including, but not limited to, finance, healthcare, higher education, legal, hospitality, manufacturing, federal and state contracting and retail.
Status: Closed

-CANADIAN GOLD PRODUCER MCEWEN MINING TO ACQUIRE LEXAM VG GOLD
Canadian gold explorers McEwen Mining Inc. (NYSE: MUX) (TSX: MUX) and Lexam VG Gold Inc. (TSX: LEX) (OTCQX: LEXVF) have entered into an agreement under which McEwen Mining will acquire all of the issued and outstanding securities of Lexam, the companies said.
The proposed arrangement is subject to approval by the shareholders of Lexam. Under the deal, each Lexam common share would entitle the holder to receive 0.056 of a McEwen Mining share. This deal is worth around USD 53.8m. Lexam shareholders would receive a premium of 30% to the 30-day volume weighted average price of the Lexam Shares.
Status: Agreed

-TRANSWESTERN DEVELOPMENT, ALLSTATE ACQUIRE MULTIFAMILY SITE IN PHOENIX
US-based commercial property developer Transwestern Development Co. and co-investor, US-based insurer Allstate have acquired a 3.2-acre site at 1314 N. Third St. in Phoenix, where they plan to develop a 345-unit multifamily community, the companies said.
The project, tentatively called City Center on the Park, is scheduled to break ground in March 2017 with the first units expected to deliver in the summer of 2018. City Center on the Park will also include 4,000 square feet of retail and restaurant space and is within walking distance of numerous restaurants, bars and entertainment.
Status: Closed

-HEARTLAND FINANCIAL USA TO ACQUIRE COLORADO COMMUNITY BANK OPERATOR CITYWIDE FOR USD 203M
Iowa, US-based bank holding company Heartland Financial USA, Inc. (NASDAQ: HTLF) and Colorado, US-based Citywide Banks of Colorado, Inc. have signed a definitive merger agreement pursuant to which Citywide will merge with and into Heartland, the companies said.
Based on Heartland's common stock price of USD 45.75 as of 10 February 2017, the common stock and cash transaction is valued at approximately USD 203m or USD 207.98 per Citywide common share, subject to certain adjustments. Additionally, Citywide's preferred stock of approximately USD 5m will be redeemed for cash before closing.
Status: Agreed

-QUOTIENT CLINICAL ACQUIRES CONTRACT DRUG DEVELOPER, MANUFACTURER QS PHARMA
UK-based drug development services provider Quotient Clinical has acquired US-based contract development and manufacturing organisation QS Pharma from Charles River Laboratories International, Inc., the company said.
The acquisition increases Quotient's footprint in the US and, combined with its recent acquisition of SeaView Research, the specialist clinical pharmacology business, paves the way for Quotient to replicate its Translational Pharmaceutics platform in America.
Status: Closed

-US HEALTH INSURERS AETNA, HUMANA NIX MERGER DEAL
US-based health insurers Aetna (NYSE: AET) and Humana (NYSE: HUM) have mutually ended their merger agreement following a ruling from the United States District Court for the District of Columbia granting a United States Department of Justice request to enjoin the merger, the companies said.
The Justice Dept, under former President Obama, had sued to block the deal, claiming that a merger of the two insurers would hurt competition. In January a federal judge agreed with that assessment. Aetna will pay Humana USD 1bn as a result of the termination of the merger agreement.
Status: Terminated

-A/C, HEATING SYSTEMS FIRM WATSCO UPS STAKE IN CARRIER JV TO 80% FOR USD 43M IN CASH
US-based air conditioning and heating solutions company Watsco, Inc. (NYSE: WSO) has increased its ownership interest in Carrier Enterprise Northeast LLC, a joint venture with US-based Carrier, to 80% for approximately USD 43m in cash, the company said.
The incremental investment builds on the November 2016 transaction that had increased Watsco's controlling interest from 60% to 70%. Carrier Enterprise Northeast had sales in 2016 of approximately USD 500m from 41 locations in the northeastern United States and 12 locations in Mexico. Watsco improves indoor living and working environments with air conditioning and heating solutions.
Status: Closed

-MOTORSPORT NETWORK ACQUIRES STAKE IN MOTORSPORT RESULTS DATABASE FORIX
US-based automotive and motorsport digital technology business Motorsport Network has acquired a shareholding in motorsport results database Forix, the company said. The Forix motorsport database contains racing and rallying results from almost 500 championships spanning 3.9m timed sessions alongside the career records of 62,000 drivers and riders and over 1,000 motorsport venues from around the world.
The dataset includes historical events dating back to 1894 and covers every major series on two wheels and four last season alone, Forix captured and stored the results from 2,829 motorsport events.
Status: Closed

-PANTHERYX MAKES TWO ACQUISITIONS IN COLOSTRUM SPACE
US-based medical nutrition company PanTheryxis has acquired two producers of nutrient rich colostrum, the company said.
In separate purchases, PanTheryx has acquired the two leading producers of colostrum and related nutritional products, APS BioGroup, of Phoenix, and La Belle Associates, of Bellingham, Washington. In March of 2016, PanTheryx announced that it entered into a USD 53m financing with Pegasus Capital Advisors. The acquisitions were funded through a follow-on investment in PanTheryx by Pegasus Capital Advisors.
Status: Closed

-US FOODS AGREES TO ACQUIRE RHODE ISLAND DISTRIBUTOR ALL AMERICAN FOODS
US-based foodservice distributor US Foods has agreed to acquire Rhode Island, US-based broadline distributor All American Foods, the company said.
All American Foods posts annual sales of nearly USD 60m. It was established in 1988 and has grown to offer more than 4,000 SKUs to nearly 1,000 customers throughout Rhode Island, Massachusetts and Connecticut. The addition of All American Foods will further enhance US Food's ability to serve customers in the northeast region, an area of the country heavily populated with independent restaurants.
Status: Agreed

-TWILIGHT TECHNOLOGY, NOW ELECTRONICS ACQUIRE SEMICONDUCTOR TECHNOLOGY
US-based semiconductors and memory modules manufacturer Twilight Technology and Now Electronics have acquired Semiconductor Technology, Inc., the companies said. STI is an established brand, serving the industrial, telecommunications, medical, energy, aerospace and military discrete semiconductor markets since 1968. 
The company has developed a customer base of several hundred customers and services hundreds of custom customer source control drawing (SCD's) devices. The assets sold include millions of semiconductor die, which are comprised of NPN and PNP High Voltage Transistors, High Voltage Darlington Transistors, High Voltage N-Channel Enhancement Mode Mosfets and one of the most comprehensive lines of Dual Differential Transistors in the industry.
Status: Closed

-PAYPAL TO ACQUIRE CANADIAN CLOUD BILL PAYMENTS FIRM TIO NETWORKS FOR USD 233M
US-based online payments company PayPal Holdings, Inc. (NASDAQ: PYPL) has agreed to buy Canadian multi-channel bill payment processing and receivables management firm TIO Networks Corp. (TSX Venture: TNC), the company said. Under a definitive agreement, PayPal will acquire TIO for CDN 3.35 (USD 2.56) per share in cash or an approximate CDN 304m (USD 233m) equity value.
The purchase price represents a premium of 25.2% to TIO's 90-trading day volume-weighted average price as of 13 February 2017, and 22.6% to the 20-trading day volume-weighted average price as of 9 January 2017, the trading day immediately preceding the date TIO entered into exclusive negotiations with PayPal.
Status: Agreed

-CIGNA NIXES MERGER DEAL WITH FELLOW HEALTH INSURER ANTHEM
US-based health insurer Cigna Corp. (NYSE: CI) has exercised its right to terminate the proposed merger agreement with US-based insurer Anthem, Inc. following the order on 8 February 2017 from the US District Court for the District of Columbia enjoining the transaction, the company said.
In light of the court's ruling, Cigna believes that the transaction cannot and will not achieve regulatory approval and that terminating the agreement is in the best interest of Cigna's shareholders. In July 2015, the companies announced a definitive deal under which Anthem would buy Cigna in a cash and stock transaction, with Cigna shareholders will receive USD 103.40 in cash and 0.5152 Anthem common shares for each Cigna common share.
Status: Terminated

-RV E-COMMERCE PLATFORM RUMBLEON ACQUIRES NEXTGEN DEALER SOLUTIONS
US-based recreation vehicles e-commerce platform RumbleON (OTCQB: RMBL) has closed the acquisition of the assets of US-based NextGen Dealer Solutions, LLC, the company said. NextGen's proprietary technology platform will underpin the operations of RumbleON and accelerate the implementation of its business plan.
The company will integrate NextGen's technology into the RumbleON platform. RumbleON is designed to be a unique, capital light, and disruptive e-commerce platform facilitating the ability of both consumers and dealers to buy-sell-trade-finance pre-owned recreation vehicles.
Status: Closed

-SOFTBANK TO ACQUIRE FORTRESS INVESTMENT GROUP FOR USD 3.3BN
Japanese telecommunications and Internet company SoftBank Group Corp. and US-based investment firm Fortress Investment Group LLC (NYSE: FIG) have entered into a definitive merger agreement under which SoftBank will acquire Fortress for approximately USD 3.3bn in cash, the companies said.
This deal was unanimously approved by a Special Committee of Independent directors of Fortress's board of directors and Fortress's full board of directors.
Status: Agreed

-US LIFE SCIENCE FIRM THERMO FISHER SCIENTIFIC CLOSES ACQUISITION OF FINESSE SOLUTIONS
US-based life science company Thermo Fisher Scientific Inc.'s (NYSE: TMO) has closed the acquisition of bioproduction control automation systems and software provider Finesse Solutions, Inc, the company said.
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 optimize the bioproduction workflow. The business will be integrated into Thermo Fisher's Life Sciences Solutions Segment.
Status: Closed

-SERVICE CORP BUYS WEERTS FUNERAL HOME IN IOWA, USA
US-based mergers and acquisitions advisor Generational Equity's client, Iowa, US-based Weerts Funeral Home, Inc and Riverbend Cremation Service, LLC have been sold to US-based deathcare company Service Corp. International (NYSE: SCI), the firm said.
The acquisition closed 1 February 2017. Terms of the deal were not disclosed. Weerts Funeral Home was founded in 1909 and had been acquired from the Weerts family in 2005 by David Deuth. In 2012, Deuth added the services of Riverbend Cremation and Quad-Cities Pet Cremation companies, both in Bettendorf, IA.
Status: Closed

-RIVERSIDE PARTNERS BUYS MEDICAL REIMBURSEMENTS OF AMERICA
US-based healthcare reimbursement services Medical Reimbursement of America has been acquired by Boston-based private equity firm Riverside Partners, the company said.
Headquartered in Franklin, Tennessee, MRA is in the field of specialty reimbursement services for hospital revenue cycle departments. MRA leverages proprietary technology to help hospitals and health systems resolve complex motor vehicle and workers' compensation accident claims.
Status: Closed

-HOLOGIC TO ACQUIRE MEDICAL AESTHETICS SYSTEMS AND TECHNOLOGIES FIRM CYNOSURE
US-based women's health company Hologic, Inc. (NASDAQ: HOLX) and US-based medical aesthetics systems and technologies company Cynosure, Inc. (NASDAQ: CYNO) have signed a definitive agreement for Hologic to acquire all outstanding Cynosure shares for USD 66.00 per share in cash, the companies said.
This price corresponds to an equity value of approximately USD 1.65bn and an enterprise value of USD 1.44bn net of cash.
Status: Agreed

-DIRECTVIEW TO ACQUIRE TEXAS SECURITY AND SURVEILLANCE FIRM
US-based video and security technology company owner DirectView Holdings, Inc has entered into a nonbinding letter of intent to potentially acquire 100% of the business assets of an undisclosed Texas based security and surveillance firm for a combination of USD 2m in cash, debt and stock, the company said.
DirectView is currently conducting due diligence and has entered into preliminary discussions with several potential funding sources to arrange the financing necessary to facilitate the transaction. The target company's business achieved Non-GAAP unaudited revenues of USD 5.3m in 2016 and was operationally profitable.
Status: Agreed

-OHIO, UTAH REGULATORS APPROVE CENTURYLINK, LEVEL 3 MERGER
Ohio and Utah are the first US states to approve the merger of Monroe, Louisiana-based communications company CenturyLink (NYSE: CTL) and Broomfield, Colorado-based integrated communications services company Level 3 Communications, Inc. (NYSE: LVLT), the companies said.
The merger also received regulatory clearance from the state of Nevada. This cash and stock deal was announced 31 October 2016, and is valued at approximately USD 34bn. In December 2016, CenturyLink began filing applications with the appropriate federal and state regulatory agencies.
Status: Agreed

-ANTHEM SUES CIGNA, SEEKS TEMPORARY RESTRAINING ORDER TO KEEP MERGER ALIVE
US-based health insurer Anthem, Inc. (NYSE: ANTM) has filed a lawsuit in the Delaware Court of Chancery seeking a temporary restraining order to enjoin Cigna from terminating, and taking any action contrary to the terms of, their merger agreement, the company said on Wednesday.
In July 2015, the companies announced a definitive deal under which Anthem would buy Cigna in a cash and stock transaction, with Cigna shareholders will receive USD 103.40 in cash and 0.5152 Anthem common shares for each Cigna common share.
Status: Terminated

-US NON-BANK LENDER HOMEBRIDGE CLOSES ACQUISITION OF THE OPERATING ASSETS OF PROSPECT MORTGAGE
US-based national independent mortgage lender HomeBridge Financial Services, Inc. has closed the purchase the operating assets of Prospect Mortgage, LLC from Prospect Holding Co, LLC, the company said.
The asset purchase consists primarily of the loan production platform. HomeBridge will continue to operate its two wholesale divisions, ultimately employing more than 3,000 full time associates across the enterprise. The asset purchase is expected to close in January 2017.
Status: Closed

-PELICAN ENERGY PARTNERS MERGES PERFORMANCE WELLHEAD AND FRAC COMPONENTS, SLINGSHOT SUPPLY
US-based private equity firm Pelican Energy Partners has combined US-based oilfield equipment and services firms Performance Wellhead and Frac Components, Inc. and Slingshot Supply, Inc., the firm said.
Performance and Slingshot have combined to provide a larger asset base and broader geographic reach to support their customers across the oilfield. Since the two companies have minimal geographic overlap, they will both continue to operate under their legacy names in their respective markets. Performance, based in Houston, was founded in 2006 by Gerry Ferguson.
Status: Closed

-JAPAN'S DAIWA HOUSE CLOSES ACQUISITION OF VIRGINIA HOMEBUILDER STANLEY-MARTIN COMMUNITIES
Japanese homebuilder Daiwa House Group subsidiary Daiwa House USA subsidiary has closed the acquisition of 82% of the member interests in Reston, Virginia-based private homebuilder Stanley-Martin Communities, LLC, the company said.
The deal was announced last October. Stanley Martin has been building in the Washington DC metropolitan area for 50 years. It is a builder in the metro Washington DC, Richmond, Charlottesville, and Raleigh housing markets. Daiwa House Group is a homebuilding company based in Japan.
Status: Closed

-HILL-ROM CLOSES USD 330M ACQUISITION OF DIAGNOSTIC CARDIOLOGY, PATIENT MONITORING SPECIALIST MORTARA INSTRUMENT
US-based medical technology company Hill-Rom Holdings, Inc. (NYSE: HRC) has closed the acquisition of US-based diagnostic cardiology and patient monitoring solutions, technologies and devices provider Mortara Instrument, Inc for USD 330m in cash, the company said.
Hill-Rom anticipates the structure of the acquisition will allow the company to qualify for a significant tax benefit, which at a net present value of approximately USD 40m reduces the effective purchase price to approximately USD 290m.
Status: Closed

-US REITS AMERICAN FINANCE TRUST, AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA WIN SHAREHOLDER NODS FOR MERGER
Shareholders of US-based REITs American Finance Trust, Inc. and US-based retail REIT American Realty Capital - Retail Centers of America, Inc have approved the pending merger of the REITs at separate meetings, the companies said.
In September, the companies agreed a deal under which American Realty Capital - Retail Centers of America, Inc agreed to be acquired by American Finance Trust in a deal valued at approximately USD 1.4bn. The total consideration per share of RCA is approximately USD 10.26, based on AFIN's published estimated per share net asset value as of December 31, 2015 of USD 24.17.
Status: Agreed