Deal Pipeline
Monday 17 July 2017
The following is a list of deals covered in detail by M and A Navigator this week:

-CEO PASTER ACQUIRES INDUSTRY TRAINING SPECIALIST INSTRUIS PUBLISHING

Tara Paster has acquired US-based publishing firm Instruis Publishing Co, the company said. As one of the founders of IPC and originally a minority partner in the organisation, Paster now owns all the company shares with the business strategy to exceed the expectations in the market place and for all IPC customers.
Ready Training Online provides a full service, online Learning Management Solution and platform that simplifies online training with real-time tracking and reporting for the SURE product line. Prometric is in food safety test development and delivery, providing its business partners with unrivaled expertise and an extensive, world-class test center infrastructure to place exams in convenient, accessible places for test takers in the food services industry.
Status: Closed



-REVERE PACKAGING ACQUIRES TRAY AND CONTAINER MAKER PLASTIC PACKAGE

US-based food packaging company Revere Packaging Holdings, LLC as acquired US-based tray and container maker Plastic Package, LLC, the company said. The combined business will be headquartered in Shelbyville, Kentucky.
Revere Packaging said the combined entity will have more than 150 employees and over USD 40m in annual revenues. The newly-combined company will serve a larger clientele with broader product offerings from locations in Hawaii, California, Indiana and Kentucky.
Status: Closed

-ADVANTAGE TRIM AND LUMBER ACQUIRES TWO SAWMILLS IN BRAZIL
US-based hardwood supplier Advantage Trim and Lumber Co has acquired a new sawmill in Brazil, located just a few miles up the river from the company's existing kiln-drying and processing plant, Advantage said. The facility will be overseen by the company's South American division director Viviane Peixoto, and exports will be handled by the company's US-based import/export manager Vanessa Carrano.
This new facility houses two separate sawmill lines that will process a combined 34,000 board feet of hardwood lumber per shift. There's a port for receiving barges carrying up to 850,000 board feet of logs at a time. The grounds will include a 10-acre log yard that will stockpile up to 3m board feet of logs, allowing production to continue throughout the rainy season.
Status: Closed

-PANERA BREAD WINS SHAREHOLDER NOD FOR USD 7.5BN JAB BUYOUT
Shareholders of US-based bakery-café restaurant chain Panera Bread Company (NASDAQ: PNRA) have approved the company's pending acquisition by Europe-based investment firm JAB for USD 7.5bn, the company said.
This deal was announced in April. Subject to the terms and conditions of the merger agreement, at the effective time of the merger, each share of Panera common stock will be cancelled and converted into the right to receive USD 315 in cash. The transaction remains subject to certain closing conditions and is expected to close in July 2017.
Status: Agreed

-ISM CONNECT ACQUIRES MOBILE ENGAGEMENT SPECIALIST CROWDJOY
US-based engagement platform operator ISM Connect has acquired US-based mobile engagement products provider CrowdJoy, the company said. ISM Connect is a new company formed from the combination of Customer Mobile and Ingenuity Sun Media.
The company said that CrowdJoy's mobile engagement products will add to its overall portfolio in their growing digital engagement platform. ISM Connect currently offers a 360° engagement platform that uses a network of intelligent display screens and a powerful analytics engine to track and analyze the interactions, behaviours and demographics of their select audiences.
Status: Closed

-ISRAEL TAX AUTHORITY ISSUES 'ACCEPTABLE' RULING ON MOBILEYE ASSET SALE
The Israel Tax Authority has issued an acceptable tax ruling with respect to the tax treatment of the potential asset sale, liquidation and second step distribution contemplated in connection with the all cash tender offer to purchase all of the outstanding ordinary shares of Israeli driver assistance technology specialist Mobileye N.V. by US-based chipmaker Intel Corp. (NASDAQ: INTC), Intel said.
The tender offer is being made pursuant to a purchase agreement, dated as of 12 March 12, by and among Intel, Cyclops Holdings, Inc., a wholly owned subsidiary of Intel that was later converted to Cyclops Holdings, LLC, and Mobileye. Cyclops filed a tender offer statement on Schedule TO with the US Securities and Exchange Commission on 5 April 2017.
Status: Agreed

-MASTECH DIGITAL CLOSES USD 55M ACQUISITION OF INFOTRELLIS' SERVICES DIVISION
Pennsylvania, US-based IT services provider Mastech Digital, Inc. (NYSE MKT: MHH) has closed the acquisition of the services division of Canada-based data management and analytics company InfoTrellis Inc., to strengthen Mastech Digital's suite of service offerings, the company said.
The transaction is valued at USD 55m, with USD 35.7m paid in cash at closing and USD 19.3m deferred over the next two years. The deferred purchase price is contingent upon the acquired business generating specified EBIT targets during the two years following the closing and is payable in cash and in installments following each year, if earned.
Status: Closed

-GENWORTH, OCEANWIDE RE-FILE CFIUS FOR SECOND TIME IN ONGOING MERGER
US-based insurance holding company Genworth Financial, Inc. (NYSE: GNW) and China-based financial holding group China Oceanwide Holdings Group Co., Ltd. have withdrawn and re-filed their joint voluntary notice to the Committee on Foreign Investment in the United States (CFIUS) a second time to permit more time for review and discussion with CFIUS in connection with the proposed merger between Genworth and Oceanwide, the companies said.
Last October, the companies agreed to merge in a deal worth USD 2.7bn or USD 5.43 per share in cash, the company said. CFIUS' acceptance of the joint voluntary notice will commence a new 30-day review period, which may be followed by an additional 45-day investigation period. Closing of the deal is now targeted for mid-2017.
Status: Agreed

-CALIFORNIA-BASED CATHAY GENERAL BANCORP CLOSES USD 340M ACQUISITION OF SINOPAC BANCORP
Los Angeles, US-based bank holding company Cathay General Bancorp (NASDAQ: CATY) has closed the acquisition of Taiwan-based bank holding company Bank SinoPac Co. Ltd.'s US-based SinoPac Bancorp subsidiary for USD 340m, the companies said.
This deal was announced last July. SinoPac Bancorp, through its subsidiary Far East National Bank, operates five branches in Los Angeles, one in Orange County, two in San Francisco, and one in Silicon Valley. As of March 31, 2016, SinoPac Bancorp reported, on a consolidated basis, total assets of USD 1.3bn, total loans of USD 956m, and total deposits of USD 964m.
Status: Closed

-NEW JERSEY CASINO CONTROL COMMISSION CLEARS MERGER OF CAESARS ENTERTAINMENT, CAESARS ACQUISITION
The New Jersey Casino Control Commission this week granted the necessary regulatory approvals required for Las Vegas, US-based casino operator Caesars Entertainment Corp.'s (NASDAQ: CZR) proposed merger with special acquisition vehicle Caesars Acquisition Company (NASDAQ: CACQ), the company said.
In addition to regulatory approvals, the merger of CAC with and into Caesars Entertainment is subject to approval by stockholders of both companies and other customary closing conditions. CEOC's restructuring is subject to the completion of the merger, certain financing activities and other customary closing conditions. In addition to New Jersey, the companies have received approvals from gaming authorities in Indiana, Pennsylvania, Iowa, Maryland, Mississippi and Illinois.
Status: Agreed

-LXI REIT CLOSES GBP 5M ACQUISITION OF LONG-LET SUPPORTED LIVING PORTFOLIO IN UK
UK-based property investor LXi REIT plc (LSE: LXI) has completed the acquisition of the freehold interest in a portfolio of regulated long-let supported living properties located in Surrey, Somerset and Leicestershire, UK, the company said.
The purchase price for the portfolio is GBP 5m (USD 6.55m), reflecting a net initial yield of 6.0% (net of acquisition costs to the company). Each property is immediately income producing and has been let on a new 25-year lease, with no tenant break, to a specialist registered provider of social housing. The registered provider is regulated by the Homes and Communities Agency and receives its funding for the rent payments directly from the relevant local authority.
Status: Closed

-MARLOWE ACQUIRES UK VENTILATION MAINTENANCE SPECIALIST DUCTCLEAN
UK-based support services group Marlowe plc (LSE: MRL) has agreed to acquire UK-based ventilation maintenance specialist Ductclean Ltd. for a total enterprise value of up to GBP 10m (USD 13.09m), the company said.
DCUK is in ventilation maintenance, ductwork cleaning and management, kitchen extract cleaning and contamination remediation services, including asbestos remediation. Established in 1998 and operating nationally from headquarters in Welwyn Garden City, Hertfordshire, the business employs around 185 people. DCUK's key customers include national hotel and leisure providers, airports, NHS trusts, universities, local authorities, and FTSE companies.
Status: Closed

-WPP TO ACQUIRE GERMAN CREATIVE AGENCY GROUP THJNK
UK-based advertising and public relations group WPP plc (LSE: WPP) (NASDAQ: WPPGY) has agreed to acquire German creative agency group thjnk AG, the company said. Founded in 2012 in Hamburg, with offices in Berlin, Dusseldorf, Munich, Zurich and New York, thjnk is an agency group specialising in advertising, design and corporate publishing.
Recently it was named Agency of the Year 2017 by German trade publication Werben and Verkaufen. The agency employs 400 people. It will remain an independent brand within the WPP group, led by its founding partners Karen Heumann, Armin Jochum and Michael Trautmann along with Ulrich Pallas.
Status: Agreed

-ANIMALCARE CLOSES ACQUISITION OF BELGIAN ANIMAL HEALTH GROUP ECUPHAR
UK-based veterinary medicines and identification product supplier Animalcare Group plc (AIM: ANCR) has closed the acquisition of all issued share capital of Belgium-based animal health group Ecuphar NV, the company said.
This deal was announced in June. Consideration for the acquisition is structured on a consolidated Animalcare/Ecuphar enlarged issued share capital ratio of 37: 63, and will be satisfied through the issue of consideration shares and cash to Ecuphar vendors.
Status: Closed

-UK CMA MULLS PROBE OF CLOSED ACQUISITION OF UK LAB TESTING SERVICES FIRM EXOVA BY ELEMENT MATERIALS
The UK Competition and Markets Authority is considering whether it is or may be the case that UK-based laboratory services provider Element Materials Technology Group Ltd's closes acquisition of Exova Group plc (LSE: EXO) will result in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services, the CMA said.
This deal was announced in April. Exova Group is a provider of laboratory-based testing and related advisory services, operating primarily within the testing segment of the testing inspection and certification sector. Exova shareholders were paid a price of 240 pence per share in cash by Element Materials' Element Bidco subsidiary.
Status: Closed

-AMEDEO AIR FOUR PLUS ACQUIRES 1350-900 AIRCRAFT
Guernsey-based aircraft lessor and seller Amedeo Air Four Plus Ltd.'s (LSE: AA4) AA4P Lambda Ltd. subsidiary has purchased one Airbus A350-900 aircraft, the company said.
The aircraft has been placed on lease to Thai Airways International Public company Ltd. for a term of 12 years. Following this purchase, the company now owns eight A380-800, two B777-300ER and one A350-900 aircraft, each of which have been leased to either Emirates Airline, Etihad Airways PJSC or Thai Airways, as applicable.
Status: Closed



-UK COMPETITION AND MARKETS AUTHORITY TO PROBE ORIGIN UK OPERATIONS' ACQUISITION OF BUNN FERTILISER ASSETS

The UK Competition and Markets Authority has decided to proceed with an investigation of the pending acquisition of certain assets of UK-based Bunn Fertiliser Ltd. by UK-based agri-services group Origin UK Operations Ltd, the CMA said.
In March, Origin UK Operations agreed to acquire fertiliser business of Bunn Fertiliser for GBP 14.2m (USD 18.59m). Then, in May, the CMA announced that it was considering an investigation of the deal. Origin UK Operations, doing business as Origin Fertilisers, manufactures and distributes fertilisers to the agricultural industry in the United Kingdom.
Status: Agreed



-DIXONS CARPHONE TO SELL THE PHONE HOUSE SPAIN

UK-based electrical and telecommunications retailing and services company Dixons Carphone plc has entered into an agreement to dispose of its entire holdings in Spain-based The Phone House Spain S.L.U., Connected World Services Europe S.L.U. and Smarthouse S.A.U to Spanish technological services and solutions provider Global Dominion Access SA, the company said.
Following completion, which is expected to take place by the end of Q2, Dixons Carphone will receive a consideration of EUR 55m less working capital adjustments, payable in two non-contingent tranches at completion and in January 2018.
Status: Agreed



-HICL INFRASTRUCTURE TO ACQUIRE 35% STAKE IN UK HIGH SPEED 1 PROJECT

UK-based infrastructure investment company HICL Infrastructure Co Ltd. (LSE: HICL) has signed an agreement to acquire a 35% equity interest in the entities that comprise the UK-based High Speed 1 Project, the company said.
HICL is a member of a consortium, alongside funds managed by Equitix Investment Management Ltd. and third party funds managed by InfraRed, which has agreed to acquire 100% of HS1 from Borealis Infrastructure (on behalf of OMERS Administration Corp.) and Ontario Teachers' Pension Plan Board. The members of the consortium will acquire interests in HS1 pro rata by reference to their respective shareholdings, with HICL and the Equitix funds each acquiring 35%, and the third party InfraRed funds acquiring the balance of 30%.
Status: Agreed


-SENIORS HOUSING AND CARE M/A VOLUME SURGED IN 2Q17, ACCORDING TO IRVING LEVIN DATA

The dollar volume of publicly announced seniors housing and care acquisitions in 2Q17 surged compared with both 1Q17 and the year-ago quarter, according to data from US-based research report provider Irving Levin Associates' HealthCareMandA.com.
HealthCareMandA reports that the dollar volume of publicly announced seniors housing and care acquisitions in 2Q17 surged to USD 9.7bn, a nearly 600% increase over 1Q17's volume of USD 1.4bn. The number of announced transactions in 2Q17 was basically even with 1Q17, according to new acquisition data from HealthCareMandA.com. The dollar volume is the highest since 2Q14.
Status: Agreed


-SANDVINE AGREES TO CDN 562M FRANCISCO PARTNERS AND PROCERA NETWORKS BUYOUT

Canadian networking solutions company Sandvine Corp. (TSX: SVC) has entered into an arrangement agreement with PNI Canada Acquireco Corp., an affiliate of private equity firm Francisco Partners and Procera Networks, Inc., under which PNI will acquire all of the issued and outstanding common shares of Sandvine by way of plan of arrangement for cash consideration of CDN 4.40 per share, the company said.
The price per share implies an aggregate fully-diluted equity value for Sandvine of approximately CDN 562m (USD 444m). In doing so, Sandvine is terminating a previous deal with Vector Capital. Sandvine's previously scheduled special meeting of shareholders scheduled for 18 July 2017 has been postponed and a meeting to consider the PNI Arrangement will be held at a date to be determined by the company's board of directors.
Status: Agreed



-EUROPEAN COMMISSIION CLEARS PRICELINE'S USD 550M ACQUISITION OF ONLINE TRAVEL FIRM MOMONDO

The European Commission has approved unconditionally under the EU Merger Regulation the acquisition of UK-based online travel firm Momondo Group by US-based online travel services company Priceline Group(NASDAQ: PCLN), both active in the online travel sector. The Commission concluded that the transaction would raise no competition concerns in the European Economic Area, the EU said.
In February, Priceline signed a definitive agreement to acquire Momondo Group for 550m in cash. The Momondo Group, which operates momondo, an European travel meta engine that offers flights, hotels and car rentals, and Cheapflights, a global flight comparison and travel deals publishing platform, will roll under The Priceline Group's travel meta brand, Kayak. The deal is expected to close later in the year, subject to regulatory approval.
Status: Agreed



-PACKAGING FIRM MULTI-COLOR TO ACQUIRE LABELS DIVISION OF CONSTANTIA FLEXIBLES FOR USD 1.3BN

US-based packaging company Multi-Color Corp. (NASDAQ: LABL) has signed a definitive agreement to acquire the Labels Division of Constantia Flexibles from Austrian flexible packaging maker Constantia Flexibles GmbH for approximately USD 1.3bn (EUR 1.15bn), payable in cash and stock, the company said on Monday.
The combined annual revenues and EBITDA of the two businesses will be approximately USD 1.6bn and USD 300m, respectively. Multi-Color said the combination brings together Constantia Labels' high performing food and beverage business with Multi-Color's strong wine and spirit, and home and personal care platforms, and emerging global position in Healthcare. Additional growth opportunities for Multi-Color exist in Home and Personal Care by utilizing Constantia Labels' European operational footprint and assets.
Status: Agreed



-DOMINION DIAMOND AGREES TO USD 1.2BN ACQUISITION BY THE WASHINGTON COMPANIES

Canadian mining company Dominion Diamond Corp. (TSX: DDC) (NYSE: DDC) and North American mining, industrial and transportation business group The Washington Companies have entered into an arrangement agreement under which an entity affiliated with Washington will acquire all of Dominion's outstanding common shares for USD 14.25 per share in cash or a total equity value of approximately USD 1.2bn, the companies said on Monday.
The transaction represents a 44% premium to Dominion's unaffected share price of USD 9.92 on 17 March 2017. The transaction marks the result of Dominion's review of strategic alternatives as previously announced on 27 March 2017. Washington will be a responsible, long-term operator and builder of Dominion's world-class assets, and plans to extend the mine life of Ekati for decades, consistent with the current development plan.
Status: Agreed



-FRENCH PAYMENTS FIRM WOLDLINE TO ACQUIRE DIGITAL RIVER WORLD PAYMENTS

French payments company Worldline (Euronext: WLN) has entered into a definitive agreement to acquire 100% of the share capital of online Swedish payment service provider Digital River World Payments from commerce-as-a-service solutions provider Digital River, Inc., the company said Monday.
Founded in 1997 and headquartered in Stockholm, Sweden, DRWP is a subsidiary of Digital River and employs approximately 120 employees worldwide. With global payment gateway, multi-acquiring and collecting services under one roof and having generated yearly gross revenue of around EUR 37m in 2016, DRWP offers online payment acceptance and optimization solutions for leading enterprise brands, spanning a range of industries, including travel, retail, direct selling and digital goods.
Status: Agreed



-TAPTICA TO ACQUIRE JAPANESE MOBILE AD FIRM ADINNOVATION

US-based mobile advertising platform Taptica has agreed to acquire Japanese mobile marketing firm Adinnovation, the company said on Monday. Taptica will pay up to USD 5.7m in cash for Adinnovation.

Adinnovation specialises in smartphone application and mobile advertising marketing promotion, implementation, management, tracking and media site monetisation. Taptica and Adinnovation had previously established a partnership to target the mobile games industry, allowing Taptica to engage in the Japanese market. This acquisition will further expand Taptica's presence in the Asia-Pacific region. The company currently has offices in Beijing, China and Seoul, South Korea.
Status: Agreed




-GERMAN PUBLISHER AXEL SPRINGER SELLS TWO BUILDINGS FOR EUR 755M

German publishing company Axel-Springer has completed two real estate transactions, selling Axel-Springer-Neubau to the Norwegian sovereign wealth fund and Axel-Springer-Passage to investment firms Blackstone and Quincap, the company said on Monday. Axel-Springer said the total purchase price for both buildings amounts to EUR 755m (USD 869.99m).
The sale of the new building Axel-Springer-Neubau, which is currently under construction in Berlin, and of the nearby Axel-Springer-Passage building, attracted great interest from both institutional and private investors and was successfully concluded for a total of EUR 755m.
Status: Closed



-HONG KONG'S NEXT DIGITAL TO SELL MAIN MAGAZINES TO LOCAL BUSINESSMAN

Hong Kong-based media company Next Digital Ltd has accepted an indicative offer from W Bros. Investments Ltd., a company wholly-owned by local businessman Wee Ho, to proceed to negotiate a formal agreement for the possible disposal of Next Digital's Hong Kong and Taiwan business interests in Next Magazine, Sudden Weekly, Face (including former Easy Finder HK), ME! and Next+One, the group said on Monday.
The indicated valuation for the magazine businesses under the Possible Disposal is approximately HKD 500m (USD 64.07m), comprising HKD 320m payable to the company and HKD 180m to be injected into the magazine businesses under the possible disposal.
Status: Agreed



-EFG INTERNATIONAL AND BRAZIL'S BTG PACTUAL REACH AGREEMENT ON FINAL PRICE FOR BSI BANK

Swiss private banking group EFG International and Brazil-based financial firm BTG Pactual have agreed that the final price to be paid for Switzerland-based BSI Bank will comprise the 86.2m EFG International shares and CHF 31m of EFG International AT1 instruments already issued at completion (both unchanged) and a cash consideration of CHF 486m, the company said on Monday.
Based on the EFG International share price of CHF 5.27 as at closing, the final price is equivalent to CHF 971m (USD 1bn). This is lower than the CHF 1,060m estimated as at 31 October 2016.
Status: Agreed




-STOCK SPIRITS TO ACQUIRE STAKE IN IRISH WHISKEY BRANDS FROM QUINTESSENTIAL FOR EUR 18.3M

UK-based, Poland-operating drinks business Stock Spirits Group plc (LSE: STCK) has entered into agreements with Luxembourg-based spirits group Quintessential Brands Group for the acquisition of a 25% equity interest in Quintessential Brands Ireland Whiskey Ltd. for a cash consideration of up to EUR 18.3m (USD 21.09m), the group said on Monday.
QBIW, which owns The Dublin Liberties and The Dubliner Irish Whiskey brands, is the Irish whiskey business of Quintessential Brands. These brands comprise a range of ultra-premium through to standard Irish whiskey products which are currently on sale in over 30 countries, with in excess of 32,000 9L cases sold in the 12 months to 31 March 2017. The Dubliner Irish Whiskey has just become the fastest growing Irish whiskey globally.
Status: Agreed



-AUSTRIAN PRIVATE BANK BAWAG PSK TO ACQUIRE GERMAN REGIONAL BANK SUDWESTBANK

Cerberus-owned Austrian private bank BAWAG PSK and German regional lender Südwestbank have signed a contract for the complete takeover of Südwestbank AG by BAWAG PSK, the companies said.
Südwestbank AG, headquartered in Stuttgart, is a medium-sized regional private bank, which has been Mercial bank business in Baden-Württemberg. With a focus on retail, corporate and private Südwestbank complements BAWAG PSK's business model and provides a solid foundation for business activities in Germany. Closing of the transaction is expected for 2017 and is subject to the usual closing conditions and regulatory approvals. 
Status: Agreed



-CENTRICA AND BAYERNGAS NORGE TO FORM EUROPEAN E/P JOINT VENTURE
UK-based utility operator Centrica plc (LSE: CAN) and German public services provider Stadtwerke München GmbH have reached an agreement to combine Centrica's European oil and gas exploration and production business with Bayerngas Norge AS to form a newly incorporated joint venture and create an independent European E/P company, the principals said on Monday.
The joint venture will have two shareholding entities. Centrica will own 69% and Bayerngas Norge's existing shareholders, led by SWM and Bayerngas GmbH, will own 31%. The effective date of the transaction is 1 January 2017 and it is expected to close in 4Q17, subject to competition and regulatory approvals and other conditions.
Status: Agreed



-GENERAL CABLE LAUNCHES STRATEGIC ALTERNATIVES REVIEW

US-based cable manufacturer General Cable Corp's board of directors has initiated a review of strategic alternatives to maximise shareholder value, including a potential sale of the company, the company said. The company has engaged J.P. Morgan Securities LLC as financial advisor and Sullivan and Cromwell LLP as legal advisor to assist in the process.
There can be no assurance that the board's strategic review will result in any transaction, or any assurance as to its outcome or timing. General Cable said it does not intend to disclose or comment on developments related to its review unless and until the board has approved a specific transaction or otherwise determined that further disclosure is appropriate.
Status: Speculation