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

-BROE REAL ESTATE GROUP BUYS SAN FRANCISCO SHOPPING CENTRE FOR USD 30.6M
US-based real estate investment manager Broe Real Estate Group has acquired Oceanview Village Shopping Center in San Francisco, California, for USD 30.6m, the company said. Broe Real Estate Group is the investment manager of commercial real estate assets affiliated with The Broe Group.
Citivest Commercial, a real estate operating company specialising in value-add retail investments, will serve as the operating partner.
Status: Closed

-TURNER VALLEY OIL AND GAS ENTERS TALKS WITH CREDITORS, PLANS ACQUISITIONS
Houston, US-based energy holding company Turner Valley Oil and Gas, Inc. (OTC: TVOG) is advancing its M/A programme as it completes required steps to prepare for the upcoming expansion of its business holding model and related corporate changes, the company said.
To date the company said it has brought its status with Nevada State and OTC Markets current. Currently, management anticipates several corporate changes including a potential name change, an authorised shares increase to allow for issuing equity for mergers and acquisitions and investment as well as the creation of a preferred stock class in order to minimise long term dilution of the common stock of the company.
Status: Talks

-EAST CAPITAL EXPLORER TO SELL BALTIC CABLE, BROADBAND FIRM STARMAN TO PROVIDENCE EQUITY
Swedish investment company East Capital Explorer AB has reached an agreement in principle to pursue a sale of its entire 63% stake in pan-Baltic cable TV and broadband provider Starman Group to US-based asset manager Providence Equity, the company said.
The transaction, which will result in an exit gain for ECEX of at least EUR 35m, corresponding to a gross IRR in excess of 30 %, will consist of an upfront cash consideration of approximately EUR 81m (USD 89.93m) with the potential for an additional earn-out of up to EUR 5m payable in 2017. The transaction will represent an implied total enterprise value of approximately EUR 210m.
Status: Agreed

-FINTECH ACQUISITION, CARDCONNECT POSTPONE CONFERENCE CALL
US-based black check company FinTech Acquisition Corp. and US-based payment processing company CardConnect, have postponed a conference call originally scheduled for 14 March 2016 due to restrictions on communications under federal securities laws, the companies said.
Earlier this month, CardConnect parent FTS Holding Corp. and FinTech Acquisition entered into a definitive merger agreement in which FinTech will acquire FTS's CardConnect, and the two will be renamed CardConnect Corp.
Status: Agreed

-CAPITALMARK BANK AND TRUST TAKES NAME OF NEW OWNER PINNACLE
US-based financial services firm CapitalMark Bank and Trust has changed its name and identity to Pinnacle Financial Partners (NASDAQ: PNFP) in sign unveiling events at its Chattanooga, Cleveland and Oak Ridge offices, the companies said.
Pinnacle Financial Partners bought CapitalMark Bank and Trust in a cash and stock deal valued at around USD 83.4m. The deal was announced last April.
Status: Closed

-SAMSON OIL AND GAS FINALISES ACQUISITION FINANCING
Australian energy company Samson Oil and Gas Ltd.'s (ASX: SSN) (NYSE MKT: SSN) Samson Oil and Gas USA Inc. subsidiary has received confirmation from its primary lender of its willingness to expand Samson's borrowing base up to USD 30.5m to enable the acquisition of targeted producing properties in the Williston Basin, the company said.
This expansion is conditional upon closing the acquisition and subject to acceptable final documentation.
Status: Agreed

-SEQUA PETROLEUM EXPECTS TO CLOSE GINA KROG ACQUISITION IN APRIL
Dutch oil and gas company Sequa Petroleum N.V. expects to complete its planned acquisition of a 15% interest in Gina Krog transaction in April 2016, the company said. Sanctioned in 2013, the Gina Krog project is currently under development in the Norwegian North Sea and is expected to start-up in 2017.
This acquisition was announced on 19 October 2015. At that time, French energy company Total (PAR: FP) (LSE: TTA) (NYSE: TOT) signed an agreement to sell a 15% interest in the Gina Krog field in Norway to Sequa Petroleum NV's Tellus Petroleum subsidiary.
Status: Agreed

-VIAD BUYS ALASKA MARINE SIGHTSEEING COMPANY
US-based events and travel company Viad Corp (NYSE: VVI) has acquired Alaska, US marine sightseeing firm CIRI Alaska Tourism Corp., the company said.
CIRI Alaska Tourism consists of integrated tourism assets, including a marine sightseeing tour operation and three top-tier lodging assets based in Alaska.
Status: Closed

-MARRIOTT INTERNATIONAL REAFFIRMS COMMITMENT TO STARWOOD HOTELS ACQUISITION
US-based hotel operator Marriott International, Inc. (NASDAQ: MAR) has reaffirmed its commitment to acquire Starwood Hotels and Resorts Worldwide, Inc. (NYSE: HOT) in the face of a competing offer, the company said.
On 11 March, Starwood received the competing USD 76.00 per share cash offer, and notified Marriott of the offer. Marriott said that that this unsolicited indication of interest is highly conditional and non-binding.
Status: Agreed

-CELEBRITY CRUISES TO BUY GALAPAGOS ISLANDS TOUR OPERATOR
US-based cruise ship operator Celebrity Cruises plans to acquire Galápagos Islands tour operator Ocean Adventures and its two ships, the 48-guest ship M/V Eclipse and the 16-guest catamaran M/C Athala II, Celebrity said.
The move expands Celebrity's guest capacity in the Galápagos by 65%. Ocean Adventures' 64 permits will grow the Galápagos fleet capacity for Celebrity, which has operated the 100-guest Celebrity Xpedition for more than a decade.
Status: Agreed

-TOON BOOM ANIMATION ACQUIRES TACTIC STUDIO FROM SOUTHPAW TECHNOLOGY
Canada-based animation software company Toon Boom Animation Inc. has acquired all the related IP for Toronto-based Southpaw Technology Inc.'s asset management product Tactic Studio, the company said.
Tactic Studio is a product specifically designed for the media and entertainment market. Now part of the Toon Boom Animation portfolio, the acquired product will be renamed Toon Boom Manager. Toon Boom Manager provides functionality around production tracking, asset management, and review tools.
Status: Closed

-SUPERIOR UNIFORM GROUP ACQUIRES BAMKO FOR USD 21.3M IN CASH, SHARES
US-based uniform provider Superior Uniform Group, Inc. (NASDAQ: SGC) has acquired substantially all of the assets of Los Angeles, California-based merchandising sourcing company Bamko, Inc., the company said.
The purchase price consists of approximately USD 15.8m in cash, subject to adjustment, the issuance of approximately USD 5.5m in shares of Superior Uniform Group's common stock that will vest over a five year period, the potential future payment of up to USD 5.5m in additional contingent consideration through 2021, and the assumption of certain liabilities of Bamko.
Status: Closed

-PROXY ADVISER ISS RECOMMENDS WESTPORT SHAREHOLDERS APPROVE FUEL SYSTEMS MERGER
US-based Institutional Shareholder Services Inc is recommending that shareholders of Canadian fuel systems provider Westport Innovations Inc. (TSX: WPT) (NASDAQ: WPRT) support its amended deal to merge with US-based Fuel Systems Solutions, Inc. (NASDAQ: FSYS), the company said.
Last September, the companies agreed to merge to create a combined alternative fuel vehicle and engine company.
Status: Agreed

-MICROCHIP TECHNOLOGY CLEARS US, GERMAN ANTITRUST HURDLES IN USD 3.56BN ACQUISITION OF CHIPMAKER ATMEL
US-based chipmaker Microchip Technology Inc. (NASDAQ: MCHP) has received antitrust clearance for acquisition of US-based chipmaker Atmel Corp. (NASDAQ: ATML) for USD 8.15 per share in a combination of cash and Microchip common stock, the company said.
The US Federal Trade Commission cleared the transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, on 11 March 2016, and the German Federal Cartel Office cleared the transaction on 25 February 2016.
Status: Agreed

-VERSACOLD LOGISTICS SERVICES ACQUIRES CANADIAN REFRIGERATED CARRIER CPX
Canadian supply chain solutions specialist VersaCold Logistics Services has entered into an agreement to acquire refrigerated carrier Canadian Coastal Pacific Xpress, the company said.
Canadian Coastal Pacific Xpress is British Columbia's largest specialising in the shipping of perishable and ambient products throughout Canada and the USA. The acquisition comes just one month after the announcement of VersaCold's acquisition of Gary Heer Transport and the launch of its newest subsidiary, VersaCold North America Transportation Solutions Ltd. (VNATS).
Status: Closed

-APP ANNIE ACQUIRES MARKETING DATA FIRM APPSCOTCH
US-based app data and insights platform App Annie has acquired US-based app marketing data company AppScotch, the company said.
With San Francisco-headquartered AppScotch, this marks App Annie's third acquisition in two years following the acquisition of Dutch firm Distimo in 2014 and the Canadian firm Mobidia in 2015. App Annie offers market data products tracking revenues, downloads, advertising, user metrics and consumer engagement for all leading apps.
Status: Closed

-YOUKU TUDOU WINS SHAREHOLDER NOD FOR MERGER
Shareholders of Chinese entertainment and media company Youku Tudou Inc. have voted to approve an agreement and plan of merger among the company, Hong Kong-based Ali YK Investment Holding Ltd. Ali YK Subsidiary Holding Ltd. and Alibaba Investment Ltd, Youku said.
Upon completion of the merger, the shareholders of Youku Tudou, other than the current investment entity controlled by Alibaba Group, will have the right to receive USD 27.60 per American Depositary Share (each ADS representing 18 ordinary shares of Youku Tudou) in cash. The deal is worth around USD 3.5bn.
Status: Agreed

-UPLAND SOFTWARE ACQUIRES MOBILE MESSAGING PLATFORM HIPCRICKET IN USD 6.2M DEAL
US-based work management application specialist Upland Software, Inc. (NASDAQ: UPLD) has acquired cloud-based mobile messaging platform Hipcricket, the company said.
According to an 8-K filing, the deal is worth around USD 6.2m. Hipcricket is used by brands and agencies to drive awareness, sales, and loyalty. The platform, which has powered over 400,000 mobile messaging campaigns, will be combined with Upland's Mobile Commons mobile messaging solution to create an application-to-person mobile messaging platform.
Status: Closed

-SEACOAST BANKING CLOSES USD 76.5M ACQUISITION OF FLORIDIAN FINANCIAL
US-based bank holding company Seacoast Banking Corp. of Florida (NASDAQ: SBCF) has closed its acquisition of Floridian Financial Group, Inc. the parent company of Floridian Bank, the company said.
Under the terms of the deal, Floridian shareholders had right to receive, at their election, the combination of USD 4.29 in cash and 0.5291 shares of Seacoast common stock, USD 12.25 in cash or 0.8140 shares of Seacoast common stock.
Status: Closed

-TENNESSEE REGULATOR APPROVES PIEDMONT NATURAL GAS-DUKE ENERGY TIE-UP
US-based natural gas distributor Piedmont Natural Gas (NYSE: PNY) has received approval from the Tennessee Regulatory Authority for a change in control to Duke Energy once the North Carolina Utilities Commission approves the transaction and the acquisition is completed.
The two energy companies first announced the proposed acquisition in October, 2015 and expect to close on the transaction by the end of 2016.
Status: Agreed

-ALBERTSONS ACQUIRES 29 WASHINTON, OREGON STORES OF BANKRUPT US GROCERY OPERATOR HAGGEN
US-based grocery store operator Albertson's LLC submitted a binding bid letter and form of Asset Purchase Agreement to Haggen for the purchase of 29 stores of bankrupt US grocer Haggen, the company said.
This is a step in the process to obtain bankruptcy court approval, following Haggen's Chapter 11 filing on 8 September 2015, which is required for consummation of the purchase. The proposed plan would create a separate business unit for 14 Haggen stores which TODAY are part of the original Haggen "legacy" store chain.
Status: Closed

-WESCO INTERNATIONAL CLOSES ACQUISITION OF ATLANTA ELECTRICAL DISTRIBUTORS
US-based holding company Wesco International, Inc.'s (NYSE: WCC) US-based electronics distribution and services company Wesco Distribution, Inc. has closed its acquisition of US-based construction-focused electric company Atlanta Electrical Distributors, the company said.
Headquartered in Atlanta, Ga., AED generates approximately USD 85m in annual revenues from five locations in Georgia. AED is an electrical distributor focused on the construction and MRO markets.
Status: Closed

-WESTERN GAS CLOSES USD 750M ACQUISITION OF SPRINGFIELD PIPELINE FROM ANADARKO
US-based midstream energy partnership Western Gas Partners, LP (NYSE: WES) has closed the acquisition of a 100% interest in Springfield Pipeline LLC from Anadarko Petroleum Corp. for USD 750m, the partnership said.
Springfield's sole asset is a 50.1% interest in the Springfield oil and gas gathering system, which gathers Anadarko's and its partners' Eagleford shale production in South Texas.
Status: Closed

-SONY TO ACQUIRE REMAINING HALF OF SONY/ATV MUSIC PUBLISHING FROM JACKSON ESTATE FOR USD 733M
Japanese media company Sony Corp.'s Sony Corp. of America has signed a binding memorandum of understanding with the Estate of Michael Jackson to obtain full ownership of Sony/ATV Music Publishing LLC by acquiring the 50% interest in Sony/ATV held by the estate, the company said.
The MOU calls for total payments of 750m US dollars, which includes a lump sum payment by SCA of approximately USD 733m US dollars as well as distributions previously committed to by Sony/ATV to be paid to the estate.
Status: Agreed

-UNILOC MAKES USD 189M CASH OFFER FOR PATENT OWNER/MANAGER ACACIA RESEARCH
US-based ARC Acquisition Co, LLC and its Uniloc Luxembourg S.A. affiliate have made an offer to acquire all the outstanding shares of Acacia Research Corp. (NASDAQ: ACTG) at a price of USD 3.72 per share, the company said.
The cash offer is worth USD 189m. This price represents a 5% premium to the stock's 11 March closing price of USD 3.53 per share. Uniloc is a patent development, acquisition and enforcement company with a set of patent portfolios. Over 60% of the company's approximately 300 patent portfolios were developed internally.
Status: Bidding

-US SOFTWARE DEVELOPER CODE REBEL, AEGIS IDENTITY AGREE TO MERGE
US-based enterprise software development firm Code Rebel Corp. (NASDAQ: CDRB) has entered into a definitive merger agreement with US-based Aegis Identity Software, Inc, the company said.
Code Rebel and Aegis Identity have also entered into a joint operating agreement to better realise the potential of both businesses for the benefit of each company and the post-closing combined entity in advance of the proposed merger closing. The transactions follow Code Rebel's 14 January announcement of its intent to merge with Aegis Identity and to enter the identity and access management market.
Status: Agreed

-AGREEYA SOLUTIONS ACQUIRES SOFTWARE TESTING AUTOMATION SPECIALIST AVAKE
US-based software and services company AgreeYa Solutions has acquired US-based software-testing automation platform developer Avake Technologies Group, the company said.
AgreeYa said that the acquisition will not only strengthen its software portfolio and advance its expansion strategy, and will solidify the firm's presence as a testing service provider. Avake founders, Anuj Kanish and Ramna Sharma, will join the AgreeYa team to be part of its growth plan within the testing space.
Status: Closed

-CAMPUS ADVANTAGE ACQUIRES ORLANDO STUDENT HOUSING PROPERTY
US-based student housing company Campus Advantage has acquired Orlando, Florida student housing property The Edge, the company said.
Campus Advantage said that The Edge acquisition is the first acquisition under a second round of funding received by Campus Advantage from an undisclosed state pension fund. The Edge is located just to the west of the University of Central Florida campus and includes 312 units and 930 beds.
Status: Closed

-ADESA TO ACQUIRE SANFORD AUTO DEALERS EXCHANGE IN FLORIDA, USA
US-based auto auction company KAR Auction Services' (NYSE: KAR) Adesa unit has signed a definitive agreement to acquire Sanford Auto Dealers Exchange in Sanford, Florida, the company said.
This location joins four other Adesa auctions in the region, including Adesa Sarasota, Adesa Tampa, Adesa Jacksonville and Adesa Ocala. The 70-acre facility is conveniently located just north of Orlando, near the I-4 and 417 Greenway.
Status: Agreed

-AVITUS OPENS ALASKA OFFICES FOLLOWING HR FIRM ACQUISITION
US-based outsourced administrative services provider Avitus Group is opening its Alaska, US Anchorage Operations Center and Fairbanks Regional Office with a ceremony in the company's new Anchorage office, the company said.
Avitus Group acquired Swan Employer Services in July, 2015 and retained all 20+ employees, who focus primarily on human resources and processing payroll.
Status: Closed

-APOLLO GLOBAL MANAGEMENT FUNDS TO BUY US RETAILER THE FRESH MARKET FOR USD 1.36BN
US-based specialty grocery retailer The Fresh Market, Inc. (NASDAQ: TFM) and an affiliate of US-based alternative investment manager Apollo Global Management, LLC (NYSE: APO) have entered into a definitive agreement whereby certain funds managed by Apollo will acquire The Fresh Market for approximately USD 1.36bn, the companies said.
Founded by Ray Berry in 1982, The Fresh Market, Inc. is a specialty grocery retailer focused on providing high-quality products in a unique and inviting atmosphere with a high level of customer service. As of 14 March 2016, the company operates 186 stores in 27 states across the United States.
Status: Agreed

-INOVIO PHARMACEUTICALS TO ACQUIRE BIOJECT NEEDLE-FREE INJECTION TECHNOLOGY FOR USD 5.5M
US-based drugmaker Inovio Pharmaceuticals, Inc. (NASDAQ: INO) has signed a definitive agreement to acquire all of Bioject Medical Technologies Inc.'s assets including needle-free jet injection technology, devices, and intellectual property, the company said. Inovio will pay Bioject USD 5.5m in cash and stock.
The company said it will advance an integrated non-invasive delivery device combining Bioject's jet injection technology with Inovio's new needle-free, skin-surface electroporation technology.
Status: Agreed