Deal Pipeline
Tuesday 16 February 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-INSIGHT VENTURE PARTNERS TO ACQUIRE ONLINE COLLABORATION SPECIALIST DILIGENT IN USD 624M DEAL

New Zealand-based Diligent Corp. (NZX: DIL), provider of secure online collaboration and document sharing solutions for boards, committees and leadership teams, has entered into a definitive agreement to be acquired by US-based venture capital and private equity firm Insight Venture Partners, the company said.
Under the terms of the agreement, Diligent stockholders will receive USD 4.90 (NZD 7.391) in cash for each share of Diligent stock, a consideration which values Diligent at approximately USD 624m (approximately NZD 941 m), including cash.
Status: Agreed

-BAIDU RECEIVES OFFER FOR QIYI ONLINE VIDEO PLATFORM
Chinese language Internet search provider Baidu, Inc.'s (NASDAQ: BIDU) board of directors has received a non-binding proposal from Robin Yanhong Li, chairman and chief executive officer of Baidu, and Yu Gong, chief executive officer of the company's Qiyi.com, Inc online video platform, proposing to acquire all of the outstanding shares of Qiyi beneficially owned by Baidu based on an enterprise valuation of USD 2.8bn for 100% of Qiyi on a cash-free and debt-free basis, the company said.
Status: Bidding

-WEYERHAEUSER WINS SHAREHOLDER NOD FOR USD 8.4BN PLUM CREEK TIMBER ACQUISITION
Shareholders of US-based forest products company Weyerhaeuser Co. (NYSE: WY) have voted to approve the company's proposed merger with Plum Creek Timber Co., Inc. (NYSE: PCL) at a special meeting of shareholders, the company said.
In November 2015, timber and forest products company Weyerhaeuser agreed to acquire Plum Creek in a USD 8.4bn stock deal.
Status: Agreed

-BANKRUPT US COAL PRODUCER WALTER ENERGY CLOSES SALE OF REMAINING US ASSETS
US-based Walter Energy, Inc. (OTC: WLTG) has closed a deal with Seminole Coal Resources, LLC, ERP Compliant Coke, LLC and ERP Environmental Fund, Inc. all related to ERP Compliant Fuels, LLC an affiliate of Virginia Conservation Legacy Fund, Inc. for its remaining US assets, the company said.
Under the deal, the buyer group acquired of substantially all of the company's remaining US assets after giving effect to its previously-announced agreement with an entity owned by certain of the company's senior lenders.
Status: Closed

-GCP STUDENT LIVING TO ACQUIRE WATER LANE APARTMENTS IN BRISTOL FOR GBP 18.3M
UK-based student housing investor GCP Student Living plc has raised GBP 19m from a placement of stock and has agreed to acquire Water Lane Apartments, a private student accommodation residence located in Bristol, the company said.
On 3 February 2016 the company announced its intention to raise gross proceeds of up to GBP 19m of additional capital by way of a placing of new ordinary shares. The company said that the placing was significantly oversubscribed and applications were received for in excess of the target fund raise pursuant to the placing.
Status: Agreed

-LANDORE RESOURCESS TO SELL CANADIAN LITHIUM PROPERTY
Guernsey-based Landore Resources Ltd. (AIM: LND) has entered into an option agreement to sell its Root Lake Lithium Property located in north western Ontario, Canada, the company said. Landore has entered into an option agreement with Australian mineral exploration company Ardiden Ltd pursuant to which Ardiden has the right to purchase Landore's 100% interest in Root Lake. The option agreement provides that Ardiden can purchase Landore's interest in Root Lake.
Root Lake Lithium, a non-core asset, is 100% owned by Landore Resources Canada Inc, which is in turn is 100% owned by Landore Resources Ltd.
Status: Agreed

-VIZIENT CLOSES ACQUISITION OF MEDASSETS BUSINESSES
US-based health care company Vizient, Inc. has closed its acquisition of MedAssets' (NASDAQ: MDAS) Spend and Clinical Resource Management segment from Pamplona Capital Management, Vizient said.
This deal includes the Sg2 business. Pamplona bought Medassets in November 2015 for about USD 2.7bn. As part of the deal, Pamplona agreed to divest the spend and clinical resource management business. According to Vizient, the combined expertise of it and MedAssets' SCM and Sg2 businesses will help health care providers significantly improve their financial, clinical and operational performance.
Status: Closed

-FLORIDA INSURANCE REGULATOR APPROVES USD 37BN AETNA-HUMANA MERGER
The US State of Florida Office of Insurance Regulation has approved the pending USD 37bn merger of US Health Insurers Aetna (NYSE: AET) and Humana, the companies said.
In early July it was announced the two companies had entered into a definitive agreement under which Aetna will acquire all outstanding shares of Humana for a combination of cash and stock valued at USD 37bn or approximately USD 230 per Humana share based on the closing price of Aetna common shares on 2 July 2015.
Status: Agreed

-MEDICX FUND ACQUIRES PRIMARY HEALTHCARE CENTRE IN SWANSEA
UK-based primary care infrastructure investor MedicX Fund Ltd., (LSE: MXF) has contracted to acquire, by way of forward funding, a new primary healthcare medical centre in Brynhyfryd, Swansea, the company said. The total acquisition cost of the property is GBP 3m (USD 4.33m). The property is due to be completed in January 2017. This acquisition is being made under a new framework agreement with The Healthcare Property Co Ltd.
Status: Closed

-ARTILIUM TO ACQUIRE DUTCH CUSTOMER INTERACTION MANAGEMENT SPECIALIST LIVECOM
UK-based telecommunication software and solutions provider Artilium plc (LSE: ARTA) has agreed to acquire the entire issued share capital of Dutch customer interaction management specialist Livecom International B.V as well as a 50% stake in the Chinese JV of Livecom, the company said.
Artilium to acquire Livecom International B.V and Chinese JV of Livecom for a total consideration of EUR 512,500 (USD 572,283). EUR 450,000 of consideration to be paid in cash, remainder by the issue of 880,460 new ordinary shares at 5.38 pence per share, locked in for 12 months.
Status: Agreed

-4D PHARMA ACQUIRES IRISH DISGNOSTICS STARTUP TUCANA HEALTH
UK-based pharmaceutical company 4D pharma plc (AIM: DDDD) has acquired the entire issued share capital of Irish diagnostics start-up Tucana Health Ltd., the company said. The deal is worth GBP 3.1m (USD 4.5m) up front. Tucana, a start-up company from University College Cork was founded by Prof Fergus Shanahan and Prof Paul O'Toole to investigate the use of microbiome signatures to aid the diagnosis and treatment of diseases, including those targeted by 4D pharma.
Status: Closed

-CONSTELLATION HEALTH CLOSES USD 30M ACQUISITION OF MDRX MEDICAL BILLING
UK-based healthcare services and technology company Constellation Healthcare Technologies, Inc. (LSE: CHT) has successfully completed the acquisition of US-based MDRX Medical Billing LLC, the company said. The company acquired MDRX for USD 30m (GBP 20m). Constellation has paid USD 28m on completion with up to a further USD 2m in cash due, based on the fulfillment of certain revenue targets by MDRX during the next two years.
Status: Closed

-TANGENT COMMUNICATIONS RECEIVES MANAGEMENT BUYOUT OFFER
The board of UK-based Tangent Holdings UK Ltd. and the independent directors of digital and direct communications company Tangent Communications Plc (LSE: TNG) have received the terms of a recommended cash offer, to be made by certain members of the management team of Tangent, for the whole of the issued and to be issued share capital of Tangent, the company said.
This offer is being effected through Bidco. The directors of Bidco are Jamie Beaumont, Nicholas Green and Tim Green, who are three of the current executive directors of Tangent. Under the terms of the offer, Tangent shareholders will be entitled to receive 2.25 pence in cash for each Tangent share held.
Status: Bidding

-HIKMA PHARMACEUTICALS REVISES TERMS OF ACQUISITION OF US GENERICS COMPANY ROXANE
UK-based Hikma Pharmaceuticals plc (LSE: HIK) (NASDAQ Dubai: HIK) (OTC: HKMPY) has revised the terms of its acquisition of Roxane Laboratories Inc. and Boehringer Ingelheim Roxane Inc. from German drugmaker Boehringer Ingelheim, the company said. Hikma said it has received new information from BI on the financial performance of Roxane in 2015 and Hikma and BI have accordingly agreed certain changes to the terms of the acquisition.
Pursuant to an amendment agreement to the acquisition agreement, the parties have agreed to reduce the purchase price. Under the revised terms of the acquisition, on Closing, Hikma will pay gross consideration of USD 647m in cash as opposed to USD 1.18bn, a reduction of USD 535m. Hikma will issue 40m consideration shares, which is unchanged from the number agreed on 28 July 2015.
Status: Agreed

-REAL GOOD FOOD ACQUIRES UK FROZEN DESSERT MAKER CHANTILY PATISSERIE FOR GBP 1.75M
UK-based food business Real Good Food plc (AIM: RGD) has acquired Chantilly Patisserie through its Haydens Bakery Ltd subsidiary for a total consideration of GBP 1.75m (USD 2.53m), the company said. The consideration is to be satisfied from existing cash resources. Chantilly Patisserie will be run as a trading division of Haydens.
Chantilly Patisserie, based in Paignton, Devon, employs some 40 staff, and produces hand-made frozen desserts, supplying the foodservice sector, with customers such as Marston's Brewery, Warner Leisure, Brakes, and Country Range.
Status: Closed

-GOLAR LNG PARTNERS TO BUY GOLAR TUNDRA FOR USD 330M
UK-based ship owner Golar LNG Partners LP (NASDAQ: GMLP) has entered into an agreement to acquire the ownership interests in Golar LNG Ltd.'s Golar Tundra floating storage and regasification unit for an aggregate purchase price of USD 330m, the company said.
The quoted price is less an expected amount of approximately USD 230m of net lease obligations under the bank financing for the vessel. Concurrently with the execution of the purchase agreement, the partnership paid an approximate 10% deposit to Golar.
Status: Agreed

-ANHEUSER-BUSCH INBEV RECEIVES ASAHI OFFER FOR PERONI, GROLSCH AND MEANTIME BUSINESSES
UK-based brewer SABMiller (LON: SAB) has been informed by Belgian brewing company Anheuser-Busch InBev (Euronext: ABI) (NYSE: BUD) that it is in receipt of a binding offer from Japan's Asahi Group Holdings, Ltd to acquire SABMiller's Peroni, Grolsch and Meantime brands and their associated businesses in Italy, the Netherlands and the UK for EUR 2.55bn on a debt free/cash free basis, the company said.
The proposed sale is in line with AB InBev's commitment to proactively address potential regulatory considerations relating to its recommended offer to acquire SABMiller. The Asahi binding offer, if accepted by AB InBev following required employee consultation, is conditional on completion of the AB InBev acquisition of SABMiller.
Status: Bidding

-TARGET HEALTHCARE TO ACQUIRE ST ALBANS CARE HOME FOR GBP 2.3M
UK care homes investor Target Healthcare REIT Ltd. has exchanged contracts to acquire a 12-bed specialist care home in Bricket Wood, St Albans for approximately GBP 2.3m including acquisition costs, the company said.
A former NHS clinic, the care home has been re-designed and extensively refurbished, and when opened will provide the highest quality residential care and supported living accommodation. The care home comprises three linked bungalows, each with four bedrooms, en-suite wetroom showers, an open-plan resident day room and kitchen facilities, and staff accommodation.
Status: Agreed

-AUKETT SWANKE ACQUIRES UAE ARCHITECTURE, ENGINEERING FIRM SHANKLAND COX FOR AED 16M
UK-based architect and interior designer group Aukett Swanke Group Plc has acquired the entire share capital of Shankland Cox Ltd. a firm of architects and engineers operating throughout the United Arab Emirates and incorporated in the United Kingdom, the group said.
The total consideration for SCL is a maximum of AED 16m (USD 4.33m) and is being satisfied as to GBP 1.13m in cash on completion, the balance of approximately GBP 1.87m to be payable against the collection of SCL's debtors and work in progress following completion. This initial consideration will be funded by a term loan from the group's bankers, with the group expected to remain debt free (on a net basis) post transaction.
Status: Closed

-SOLO OIL TO INCREASE TANZANIA LICENSE STAKE
UK-based oil and gas investor Solo Oil Plc said that, further to various agreements previously struck with Ireland-based oil and gas company Aminex plc to acquire a further interest in the Kiliwani North Development Licence, the company has agreed to increase its interest to 10%.
Solo currently holds a 6.175% interest in the KNDL where the Kiliwani North-1 well is located and will pay Aminex USD 2.16m to increase its holding by 3.825% to 10%. Solo currently holds a 6.175% interest in the KNDL. This has been adjusted following the exercise of a 5% back-in right by the Tanzania Petroleum Development Corp.
Status: Agreed

-SANNE GROUP TO ACQUIRE IRISH CORPORATE SERVICES BUSINESS
Guernsey-based outsourced corporate and fund administration services provider Sanne Group plc has entered into an agreement to acquire Chartered Corporate Services, a Dublin-based corporate services business, the company said.
Chartered Corporate Services was established in 2005, and specialises in the delivery of company secretarial, liquidations, payroll and VAT reporting services. Employing fifteen staff, CCS has a broad range of clients including a number of large financial institutions, investment funds and corporates. 
Status: Agreed

-WORKSPACE GROUP SELLS UK INDUSTRIAL PORTFOLIO FOR GBP 64M
UK-based property company Workspace Group plc has exchanged contracts for the disposal of five light industrial buildings for GBP 64m (USD 92.45m), the company said. The industrial estates - Acton, NW10, Atlas, NW2, Bounds Green, N11, Fairways, E10, and Hamilton Road, SE27 - total 396,000 sq. ft. of net lettable space with an average rent per sq. ft. of GBP 9.07.
This portfolio was sold at a premium of 12% to the September 2015 valuation and at a net initial yield of 5.4% and a capital value of GBP 171 per sq. ft.
Status: Closed

-ACAL ACQUIRES CANADIAN TRANSFORMER MAKER PILTRON
UK-based customised electronics supplier Acal plc (LSE: ACL) has acquired Canadian transformer manufacturer Plitron Manufacturing Inc., the group said.
Plitron has been acquired for a consideration of CDN 4.0m (USD 2.89m) on a debt free, cash free basis. It reported sales for the year ended 31 May 2015 of CDN 8.2m (GBP 4.0m) and gross assets of CDN 3.2m (GBP 1.6m). The Toronto, Canada-based is a designer and manufacturer of custom toroidal transformers for transportation, medical and industrial applications.
Status: Closed

-STATPRO GROUP ACQUIRES MAJORITY STAKE IN SOUTH AFRICA'S INFOVEST CONSULTING
UK-based StatPro Group plc (AIM: SOG), a provider of cloud-based portfolio analysis and asset pricing services for the global asset management industry, is acquiring a 51% shareholding in InfoVest Consulting Ltd, a South African software provider specialising in data warehouse, ETL and reporting software for the asset management industry, the group said.
The purchase of the 51% shareholding is being made via the transfer of StatPro Portfolio Control licence agreements to InfoVest which StatPro provides to South African clients and which InfoVest currently supports on behalf of StatPro.
Status: Closed

-QANNAS INVESTMENTS TO INVEST USD 5.45M IN GOLDILOCKS FUND
Cayman Islands-based investment company Qannas Investments Ltd. (LSE: QIL) will be making an equity investment of USD 5.45m in Goldilocks Fund, which primarily invests in public equities listed on the UAE stock exchanges, the company said.
This investment is being made at the NAV of USD 0.37 per unit (AED 1.37 per unit). The Goldilocks Fund is managed by Integrated Capital, which is a UAE Central Bank licensed Investment Firm registered in Abu Dhabi.
Status: Agreed

-JOHNSTON PRESS TO ACQUIRE UK DAILY NEWSPAPER "I" FOR GBP 24M
UK-based multimedia company Johnston Press plc has conditionally agreed to acquire the business and certain assets of UK-based daily newspaper i from Independent Print Ltd. for a total consideration of GBP 24m (USD 34.67m), the company said.
The consideration is to be satisfied as to GBP 22m in cash on completion and as to GBP 2m in cash on 20 April 2017. I is a UK national daily newspaper providing concise quality editorial content, priced at 40 pence per issue Monday to Friday and 50 pence per issue on Saturday.
Status: Agreed

-VENTURE LIFE GROUP COMPLETES PLACING TO PARTIALLY FUND PERIPRODUCTS ACQUISITION
UK-based Venture Life Group plc, a healthcare group addressing the self-care needs of the ageing population, has closed a placing, in order to partially fund the proposed acquisition of UK-based oral care company Periproducts Ltd., the company said.
On 12 February, Venture Life announced it is proposing to buy Periproducts for GBP 5.6m (USD 8.09m) in cash and capital hikes totaling GBP 3.7m. A total of 2,428,572 new ordinary shares have been placed by Panmure Gordon at a price of 70 pence per share to raise GBP 1.7m (before expenses) for the company.
Status: Agreed

-INGRAM MICRO TO ACQUIRE CENTRAL AND EASTERN EUROPE DIVISION OF RRC GROUP
US-based electronics company and IT distributor Ingram Micro Inc. (NYSE: IM) has entered into a definitive agreement to acquire the Central and Eastern Europe Division of RRC Group, a value-added distributor specialising in IT enterprise solutions, the company said.
Headquartered in Poland, the CEE division business brings to Ingram Micro a suite of service offerings including logistics, education and technical and marketing support. The business also supports a portfolio of higher value solutions focused on networking, security, IT infrastructure and auto identification products and services from world-class technology partners, including Cisco, IBM, EMC, Zebra and Avaya.
Status: Agreed

-GERMANY'S THG TO BUY US ALUMINIUM PACKAGING FIRM ANOMATIC
Germany-based specialty investment company Thyssen'sche Handelsgesellschaft m.b.H, will acquire controlling interest in US-based anodized aluminium packaging solutions manufacturer Anomatic from Brookstone Partners, the company said.
The transaction is expected to be completed on February 12. The acquisition will not affect ongoing operations, and the current management team will remain in place. Anomatic specialises in colour anodizing of packaging for many of the largest beauty, personal care and spirits brands in the world. Anomatic also provides laser engraving, embossing and screen-printing.
Status: Agreed

-CHARTBOOST ACQUIRES MOBILE GAME DEVELOPER/INFLUENCER MARKETPLACE ROOSTR
US-based mobile games marketplace Chartboost has acquired Roostr, a marketplace for gaming influencers to connect directly with mobile game developers, the company said. With the acquisition, Chartboost will offer game developers a new way to reach new players.
At the same time, Roostr will benefit from incredible access to the top mobile games -- increasing game choices for influencers and enabling them to find the perfect fit for their audiences.
Status: Closed

-YUMA ENERGY TO ACQUIRE HOUSTON'S DAVIS PETROLEUM
US-based oil and gas company Yuma Energy, Inc. (NYSE MKT: YUMA) (NYSE MKT: YUMA-PA) and privately held Davis Petroleum Acquisition Corp. have entered into a definitive merger agreement for an all-stock transaction, the companies said.
Upon completion of the transaction, which is subject to the approval of stockholders of both companies, Davis will become a wholly owned subsidiary of Yuma. Under the terms of the definitive agreement, Yuma will reincorporate in Delaware, implement a one for ten reverse split of its common stock, and convert each share of its existing series A preferred stock into 35 shares of common stock prior to giving effect for the reverse split (3.5 shares post reverse split). 
Status: Agreed

-NASDAQ TO ACQUIRE PRESS RELEASE DISTRIBUTOR MARKETWIRED
US-based financial exchange operator NASDAQ, Inc. (NASDAQ: NDAQ) has entered into a definitive agreement to acquire Marketwired, a global provider of news distribution services and analytics for communications professionals, the company said.
Marketwired services over 8,500 clients, including Forbes 2000 companies, private corporations and public relations agencies. It is owned by the private equity arm of the Ontario Municipal Employees Retirement System (OMERS).
Status: Agreed

-MOUNTAIN ACQUISITION BUYS EAGLE SECURITY SYSTEMS
Denver, Colorado based holding company Mountain Acquisition Co LCC has acquired Eagle Security Systems, which has provided security services to residential and commercial clients in the Northern California area since 1979, the company said.
Eagle Security Systems offers higher-end security solutions to its customer base. The company offers a full line of commercial and residential security products and services including fire, burglar, access control, CCTV and wireless solutions to its customers.
Status: Closed

-MCKINNEY TRAILER RENTALS BUYS TEXAS COMPANY
US-based Mckinney Trailer Rentals, a regional provider of trailer rentals, leases and sales in the Western US and Texas, has acquired the assets of Superior Trailer Leasing in Dallas, Texas, the company said.
Mckinney Trailer Rentals currently has branches located in Hayward, CA, Fontana, CA, Dallas, TX, Laredo, TX, Houston, TX, Seattle, WA, Tacoma, WA, Portland, OR, Stockton, CA, Pico Rivera, CA and Phoenix, AZ. The company, headquartered in Pico Rivera, California, is a regional provider of equipment rentals and leases in the Western United States and Texas.
Status: Closed

-RIGNET CLOSES ACQUISITION OF MEXICO'S TECNOR
US-based RigNet, Inc. (NASDAQ: RNET), a provider of managed remote communications solutions to the oil and gas industry, has completed the acquisition of Orgtec S.A.P.I. de C.V., d.b.a. Tecnor, a provider of telecommunications solutions and services for remote sites on land, sea and air, including a range of equipment, voice and data services, satellite coverage and bandwidth options in Mexico, the company said.
These services are provided to industrial, commercial and private users in a variety of segments from mission critical armed forces and oil and gas operations, to commercial fishing and leisure.
Status: Closed