Deal Pipeline
Tuesday 17 May 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-BJORN BORG TRADEMARK HOLDER ACQUIRES UK SUBSIDIARY

Swedish tennis star Björn Borg trademark holder Björn Borg (STO: BORG) has acquired the shares held by the minority shareholder of subsidiary Björn Borg UK Ltd., representing 20% of total share, the company said.
Following the acquisition, the UK subsidiary is now wholly owned by the group, and is a step towards the group goal of becoming a more vertically integrated Björn Borg.
Status: Closed

-SHAREHOLDERS CLEAR PACIFIC COMMERCE BANCORP'S ACQUISITION OF PROAMERICA BANK
Shareholders of US-based bank holding companies Pacific Commerce Bancorp (OTC: PCBC) and US-based bank ProAmérica Bank (OTC: PMRA) have approved a deal to merge Pacific Commerce Bank subsidiary and ProAmérica Bank (OTC: PMRA) into Pacific Commerce Bank, the companies said.
The transaction is expected to close as of May 20, 2016. The combined institution will have total assets of approximately USD 560m upon the close and five offices from Downtown Los Angeles to south San Diego County.
Status: Agreed

-MAGELLAN HEALTH TO ACQUIRE ARMED FORCES SERVICES FOR USD 117.5M
US-based health care and special population management company Magellan Health, Inc. (NASDAQ: MGLN) has entered into an agreement to acquire US-based managing behavioural health and specialty services provider Armed Forces Services Corp., the company said.
The base purchase price of the acquisition will be USD 117.5m, with an additional earn-out opportunity up to USD 10m based on the retention of certain core business of AFSC. Certain key members of AFSC's management, who are also shareholders, will reinvest a portion of their proceeds in Magellan restricted common stock. The stock is subject to vesting over a two-year period.
Status: Agreed

-PFIZER TO ACQUIRE INFLAMMATION, IMMUNOLOGY SPECIALIST ANACOR FOR USD 5.2BN
US-based drugmakers Pfizer Inc. (NYSE: PFE) and Anacor Pharmaceuticals, Inc. (NASDAQ: ANAC) have entered into a definitive merger agreement under which Pfizer will acquire Anacor for USD 99.25 per Anacor share, in cash, for a total transaction value, net of cash, of approximately USD 5.2bn, the companies said.
This total assumes the conversion of Anacor's outstanding convertible notes. The boards of directors of both companies have unanimously approved the transaction. Anacor's flagship asset, crisaborole, a differentiated non-steroidal topical PDE4 inhibitor with anti-inflammatory properties, is currently under review by the US FDA for the treatment of mild-to-moderate atopic dermatitis, commonly referred to as eczema.
Status: Agreed

-GREAT WESTERN BANCORP CLOSES USD 139.5M ACQUISITION OF HF FINANCIAL
US-based bank holding companies Great Western Bancorp, Inc. (NYSE: GWB) has closed its acquisition of HF Financial Corp. (NASDAQ: HFFC), the company said.
Late last year, the companies signed a definitive merger agreement pursuant to which Great Western Bancorp, Inc. will acquire HF Financial Corp., the holding company and parent of Home Federal Bank in a cash and stock transaction valued at USD 19.70 per share or USD 139.5m in the aggregate, the companies said. Under the terms of the Agreement, 75% of HF Financial's common stock will be converted into Great Western common stock and the remaining 25% will be exchanged for cash.
Status: Closed

-UNITED NATURAL FOODS CLOSES USD 271.5M ACQUISITION OF HADDON HOUSE FOOD PRODUCTS
US-based food distributor United Natural Foods, Inc. (NASDAQ: UNFI) has closed the acquisition of all outstanding stock of US-based kosher food distributor Haddon House Food Products, Inc. and certain affiliated entities as well as certain real estate, in a cash transaction for approximately USD 217.5m, the company said.
This deal was announced in March. The company financed the purchase price with a combination of available cash and borrowings under its revolving credit facility.
Status: Closed

-UBM TO SELL AGILITY TO INNODATA AS PART OF PR NEWSWIRE SALE
US-based business process and consulting firm Innodata Inc (NASDAQ: INOD) has agreed to acquire the assets and rights to PR Newswire's Agility business from PWW Acquisition, the Cision entity that is to acquire PR Newswire from UK-based marketing services and communications company UBM plc (LSE: UBM-LN), UBM said.
Completion of the Agility disposal is contingent on completion of the sale of the overall PR Newswire business by UBM to Cision, a business controlled by GTCR Canyon Holdings. This completion remains subject to Hart-Scott-Rodino antitrust clearance in the US and the satisfaction of other customary closing conditions.
Status: Agreed

-SCHIBSTED RECEIVES NOTICE OF SWEDISH COMPETITION AUTHORITY OBJECTIONS TO ACQUISITION OF HEMNET
Swedish media group Schibsted ASA's Blocket Bostad unit has received a draft statement of objections from the Swedish Competition Authority detailing its concerns in relation to the company's planned acquisition of Swedish real estate classifieds site Hemnet, Schibsted said.
Last December, Schibsted made an offer to buy Hemnet that values Hemnet at SEK 1.5bn (USD 180m) on a 100% basis. This deal was contingent on approval from the Swedish Competition Authority.
Status: Agreed

-COAL OF AFRICA EXTENDS OFFER PERIOD IN UNIVERSAL ACQUISITION
Australian coal company Coal of Africa Ltd. (ASX: CZA) (AIM: CZA) has extended the effective date of the closing of its acquisition of UK coal producer Universal Coal Plc (ASX: UNV) to 24 June, the company said. Coal of Africa had previously extended the offer period of its offer for Universal Coal.
The rationale for extending the offer period is to allow CoAL sufficient time to finalise the two new subscription agreements with Hengshun Zhongsheng Group Co., Ltd and Summer Trees PTE. Ltd pursuant to which the Subscribers will subscribe for 229,885,058 and 114,942,529 CoAL Shares respectively at a price of USD 0.0435 (approximately AUD 0.05932) per CoAL Share, for total proceeds of USD 15m.
Status: Agreed

-AVANTI CAPITAL TO SELL MOBILE MESSAGING FIRM MBLOX
UK-based private equity firm Avanti Capital plc's MBlox Inc.'s (LSE: AVA) mobile messaging company holding has entered into a definitive merger agreement with CLX Communications AB, under which CLX will acquire 100% of the shares in MBlox for a cash consideration of USD 117m, the company said.
Completion is expected to take place in early July 2016. Under the deal, Avanti has conditionally disposed of its total investment in MBlox, comprising both equity and debt. The carrying value as at 31 December 2015 of the company's total investment in MBlox was approximately GBP 3.36m (USD 4.86m).
Status: Agreed

-SHIP FINANCE INTERNATIONAL TO SELL CRUDE OIL CARRIER
Bermuda-based ship owning and chartering company Ship Finance International Ltd. (NYSE: SFL) has agreed to sell the 1998 built VLCC Front Vanguard to an unrelated third party, the company said. Ship Finance has simultaneously agreed to terminate the corresponding charter party for the 18-year old crude oil carrier with a subsidiary of Frontline Ltd.
The vessel is expected to be delivered to its new owner by the end of June, and the net sales price is approximately USD 24m, including a compensation of USD 0.4m from Frontline for the early termination of the charter.
Status: Agreed

-NUTECH ENERGY GETS UPDATE FROM TECHNOLVEST ON BUYOUT OFFER
US-based natural gas and oil technology and development company NuTech Energy Resources, Inc. (OTC: NERG) has received information directly from Russia-based TechnoInvest Oil and Gas giving clarification regarding the proposed buyout of NuTech's common shares, the company said.
On 10 May NuTech Energy Resources said it had received an unsolicited tender offer for the purchase of the company's outstanding shares at 2.5 cents per share, from TechnoInvest Oil and Gas Ltd., located in Moscow, Russia.
Status: Bidding

-NON-PROFIT INDUSTRY SERVICES PROVIDER JITASA ACQUIRES TWO FIRMS
US-based non-profit industry accounting services provider Jitasa has integrated K12 Enterprise, and AVF Consulting into its business, the company said. AVF Consulting is focused entirely on the nonprofit sector, and commits itself to bringing state of the art technology to the nonprofit community.

The firm have been deploying accounting and business management solutions to clients for the last 25 years. CEO Andrew Fass believes the merger of companies will improve the sector.
Status: Closed

-AVALANCHE BIOTECHNOLOGIES CLOSES USD 105.6M ACQUISITION OF FRENCH DRUGMAKER ANNAPURNA
US-based gene therapy company Avalanche Biotechnologies, Inc. (NASDAQ: AAVL) has closed its acquisition of French biopharmaceutical company Annapurna Therapeutics SAS, the company said.
This agreement, dated as of 29 January 2016 and amended on 6 April 2016, is by and among Avalanche, Annapurna, Annapurna's shareholders and Shareholder Representative Services LLC acting as the representative of Annapurna's shareholders. The deal provided for the acquisition of all outstanding shares of Annapurna by Avalanche in exchange for approximately 17.6m newly issued shares of Avalanche common stock. This deal is worth USD 105.6m.
Status: Closed

-AMARANTUS CLOSES SALE OF DIAGNOSTICS BUSINESS UNIT TO AVANT DIAGNOSTICS
US-based biotechnology company Amarantus Bioscience Holdings, Inc. (OTCQX: AMBS) has closed the sale of its Amarantus Diagnostics unit to medical diagnostic technology company Avant Diagnostics (OTCQB: AVDX), the company said.
Under the deal, Avant issued to Amarantus 80m shares of common stock of Avant Diagnostics, representing approximately 45% of Avant's post-merger common stock, and 10m additional shares of common stock upon achievement of certain sales milestones. The stock is worth around USD 28m.
Status: Closed

-AVANT DIAGNOSTICS ACQUIRES THERANOSTICS HEALTH
US-based molecular diagnostics company Avant Diagnostics, Inc. (OTCQB: AVDX) has acquired the business of Theranostics Health, Inc., the company said. Under the terms of the agreement for the acquisition of THI, Avant acquired the assets and operations of THI for an aggregate of 25m shares of Avant common stock.
Each share of Avant common stock issued to THI will be subject to an eighteen month lock-up, subject to certain exceptions.
Status: Closed

-POET TECHNOLOGIES CLOSES ACQUISITION OF DENSELIGHT SEMICONDUCTORS
US-based opto-electronics and Photonic fabrication processes and products developer POET Technologies Inc. (OTCQX: POETF) (TSX Venture: PTK) has closed its acquisition of all of the shares of Singapore-based photonic sensing and optical light source products maker DenseLight Semiconductors Pte. Ltd., the company said.
The DenseLight shareholders will be issued approximately 16m common shares of POET in accordance with the terms of the share purchase agreement announced on 28 April 2016. This is worth around USD 16.49m.
Status: Closed

-SEACHANGE INTERNATIONAL ACQUIRES POLAND-BASED DCC LABS
US-based multiscreen device company SeaChange International, Inc. (NASDAQ: SEAC) acquired Warsaw, Poland-based set-top and multiscreen device software developer and integrator DCC Labs to advance its set-top, multiscreen subscriber device and application strategies, the company said.
The transaction closed on 6 May 2016 and SeaChange paid approximately USD 8m in cash and SeaChange stock for DCC Labs.
Status: Closed

-FORTUM FORWARDS NON-BINDING OFFER FOR FINNISH RECYCLING, ENVIRONMENTAL FIRM EKOKEM
Finnish energy company Fortum has made an indicative, non-binding offer to the four biggest shareholders in Finnish environmental management and material efficiency services firm Ekokem to acquire their shareholding in the company, Fortum said.
The biggest shareholders in the firm are Finnish State (government ownership steering department), Association of Finnish Local and Regional Authorities, Ilmarinen Mutual Pension Insurance Co and Helsinki Region Environmental Services Authority HSY, representing more than 80% of the shares.
Status: Bidding

-STATE NATIONAL TO ACQUIRE UNITED NATIONAL SPECIALTY INSURANCE FOR USD 7.35M
US-based property and casualty insurance company State National Companies, Inc.'s (NASDAQ: SNC) State National Insurance Co, Inc. subsidiary has entered into an agreement to acquire United National Specialty Insurance Co from Diamond State Insurance Co for USD 7.35m, the company said.
This price excludes capital and surplus. UNSIC is an admitted shell company with licenses in 49 states (all but Pennsylvania). The purchase price will be capitalised as an intangible asset. Subject to regulatory approvals and customary closing conditions, the transaction is expected to close by the end of 3Q16.
Status: Agreed

-BLACK KNIGHT FINANCIAL SERVICES BUYS DOCUMENT AND DATA DELIVERY PLATFORM
US-based mortgage lending technology, data and analytics provider Black Knight Financial Services, Inc. (NYSE: BKFS) has acquired the eLynx document and data platform from American Capital Ltd. (NASDAQ: ACAS), the company said.
eLynx solutions help automate paper-intensive processes, improve workflow, reduce costs and support compliance with industry regulations. Black Knight supports US mortgage lenders and servicers with an integrated solution suite.
Status: Closed

-ARTHUR J GALLAGHER ACQUIRES CALIFORNIA INSURANCE BROKER
US-based insurance brokerage and risk management services firm Arthur J. Gallagher and Co. (NYSE: AJG) has acquired California, US-based Hogan Insurance Services, Inc., the firm said.
Formed in 1994, Hogan Insurance Services (Hogan) is a retail insurance broker providing property/casualty, employee benefits, risk management and specialty wholesale insurance services for commercial clients throughout Southern California.
Status: Closed

-SCHRODERS ACQUIRES SECURITISED PRODUCTS INVSTMENT MANAGEMENT TEAM FROM BROOKFIELD
UK-based asset manager Schroders plc's (LSE: SDR) Schroder Investment Management North America Inc. unit has reached an agreement with US-based Brookfield Investment Management Inc. to acquire its securitised products investment management team with more than USD 4bn in assets under management, the company said.
Status: Agreed

-ALASKA AIR, VIRGIN AMERICA RECEIVE SECOND REQUEST FROM US DOJ
US-based airline operators Alaska Air Group, Inc. (NYSE: ALK) and Virgin America Inc. (NASDAQ: VA) have each received a request for additional information from the antitrust division of the United States Department of Justice in connection with Alaska's proposed acquisition of Virgin America, the companies said.
In April, Alaska Air Group agreed to buy Virgin America for USD 57.00 per share in cash, or around USD 4bn including debt and capitalised aircraft operating leases. The boards of both companies have unanimously approved a definitive merger agreement.
Status: Agreed

-PREFERRED APARTMENT COMMUNITIES ACQUIRES NASHVILLE SHOPPING CENTRE
US-based real estate investor Preferred Apartment Communities, Inc. (NYSE: APTS) has acquired Nashville, US-area shopping centre The Market at Victory Village, the company said.
This property is an approximately 71,300 square foot grocery-anchored retail shopping center anchored by a 45,600 square foot Publix grocery store. The Market at Victory Village is located in the Murfreesboro submarket of the Nashville MSA.
Status: Closed

-ENTERTAINMENT GAMING ASIA'S DOLPHIN RFID UNIT CLOSES USD 5.9M SALE OF ASSETS
Hong Kong-based electronic gaming company Entertainment Gaming Asia Inc. (NASDAQ: EGT) Dolphin Products, Ltd RFID distribution subsidiary has closed the sale of its assets to Las Vegas-based casino table equipment makers Gaming Partners International Corp. (NASDAQ: GPIC) for USD 5.9m, the company said.
The purchase price will be paid out in installments over a 24-month period after closing. In addition, GPIC will make earn out payments to EGT over the next five years based on a varying percentage of net revenues on certain select sales to specific Asian-based casinos.
Status: Closed

-MICROGEN ACQUIRES TRUST AND FUND ADMINISTRATION SOFTWARE SPECIALIST INFOSCREEN FOR EUR 1.8M
UK-based IT holding company Microgen plc (LSE: MCGN) is pleased to announce the acquisition of Cyprus-based software firm Infoscreen (Cyprus) Ltd. for consideration of EUR 1.8m (USD 2.04m), the company said.
Infoscreen is based in Cyprus with additional offices in Hong Kong and Belgrade. The company's software is used by approximately 200 clients in the trust and fund administration sector providing the business with a strong recurring revenue base. Infoscreen and its subsidiary's revenue in the year ending 31 December 2015 was EUR 1m with operating profit for the year of EUR 0.1m.
Status: Closed

-CUSTODIAN REIT SELLS NOTTINGHAM, UK PROPERTY FOR GBP 1.2M
UK-based property investment company Custodian REIT (LSE: CREI) has sold a purpose-built student residential building in Lenton, Nottingham for GBP 1.2m (USD 1.74m), the company said.
Custodian said that the sale came in ahead of cost and 31 March 2016 valuation. The property was fully let for the next academic year prior to marketing. The property was part of the initial portfolio acquired on the company's admission to the London Stock Exchange in 2014.
Status: Closed

-AUSTRALIAN MINER METMINCO TO CLOSE ACQUISITION OF COLOMBIAN GOLD PROJECT BY END OF MAY
Australian mining company Metminco Ltd. (LSE: MNC) (AIM: MNC)  is on track to complete the acquisition of Colombian gold project Minera Seafield SAS (Minera Seafield) from RMB Resources Australia Ltd. by the end of May 2016, the company said.
In March, the company announced its deal to buy Minera Seafield, in exchange for AUD 250,000 (USD 183,056) of shares. The company has appointed SRK Consulting Inc., based in Denver, to provide Metminco with an updated JORC 2012 compliant resource model/resource statement for the Miraflores Project.
Status: Agreed

-UNITE GROUP TO ACQUIRE PORTSMOUTH, UK DEVELOPMENT SITE
UK-based student accommodation developer and manager The Unite Group plc (LON: UTG) has exchanged contracts with Portsmouth City Council, on a subject to planning basis, to acquire a new development site in Portsmouth, the company said.
It is envisaged that the Chaucer House site on Isambard Brunel Road will provide a home for around 480 students. The development is expected to achieve returns in line with Unite's targets for regional development and is anticipated to be delivered by 2018.
Status: Agreed

-IDEX TO ACQUIRE GERMAN SAFETY EQUIPMENT MAKER AWG FOR EUR 46M
US-based engineered products manufacturer Idex Corp's (NYSE: IEX) Germany-based Lukas Hydraulik GmbH subsidiary has entered into a definitive agreement to acquire Germany-based safety equipment manufacturer AWG Fittings GmbH for a cash consideration of EUR 46m (USD 52.12m), the company said.
AWG produces engineered products for the safety and emergency response markets, including valves, monitors and nozzles, operating under the AWG, Alco, ZR, and Lancier brand names.
Status: Agreed

-FUEL SYSTEMS SOLUTIONS CO-FOUNDER FURTHER TRASHES MERGER DEAL FOLLOWING 1Q16 COMPANY FILING
Pier Antonio Costamagna, a co-founder of US-based Fuel Systems Solutions, Inc. (NASDAQ: FSYS) has issued a statement outlining significant concerns with the proposed merger between FSS and Canadian fuel systems provider Westport Innovations, Inc. (TSX: WPT) (NASDAQ: WPRT) following disclosure of Westport's reported financial results for the quarter ended 31 March 2016, Costamagna said.
Costamagna has sole voting power over 1,576,043 shares of FSS common stock, representing approximately 8.7% of outstanding shares and he intends to vote AGAINST the merger at the FSS stockholder meeting scheduled for 31 May 2016. He noted key issues with Westport's reported financial results for the quarter ended March 31, 2016 supporting his intention to vote against the merger.
Status: Agreed

-PREISS CO JV ACQUIRES TWO NORTH CAROLINA STUDENT HOUSING PROPERTIES
US-based student housing owner-operator The Preiss Co has formed a joint venture with a private investment group to acquire two student housing complexes in Raleigh, North Carolina for an undisclosed amount, the company said. The transaction brings to seven the number of properties transacted by Preiss year-to-date.
Both student housing units, the 440-bed College Inn and the 288-bed University Village at 2505, will continue to be operated by The Preiss Co.
Status: Closed

-AT/T TO ACQUIRE ONLINE VIDEO FIRM QUICKPLAY FROM MADISON DEARBORN
US-based telecommunications company AT/T (NYSE: T) plans to acquire streaming video firm Quickplay Media, Inc. from Madison Dearborn Partners, the company said. The acquisition builds on the companies' existing relationship.
Quickplay's platform currently supports AT/T's U-verse TV Everywhere offering and will support the streaming offers, DirecTV Now, DirecTV Mobile and DirecTV Preview, that AT/T plans to introduce later this year.
Status: Agreed

-ATRESMEDIA CONSOLIDATES PAY TV BUSINESS
Spanish media company The Group Atresmedia has created Atresmedia Internacional to combine its three international channels Antena 3, Atreseries and ¡HOLA! into just one business area, the company said.
The TV division will remain under Javier Nuche, managing director of Atresmedia Internacional, who is responsible for the three channels at the global level; he chose INTX, in Boston to announce the reorganisation.
Status: Agreed

-LUMINEX TO ACQUIRE MOLECULAR DIAGNOSTICS FIRM NANOSPHERE FOR USD 58M
US-based biotechnology company Luminex Corp. (NASDAQ: LMNX) has entered into a definitive agreement under which it will acquqire US-based molecular microbiology and molecular diagnostic firm Nanosphere, Inc. (NASDAQ: NSPH) for USD 1.35 per share in an all cash transaction valued at approximately USD 58m, the company said.
Nanosphere offers proprietary diagnostic tools that enable rapid and accurate detection of respiratory, gastroenteric and bloodstream infections.
Status: Agreed