Deal Pipeline
Monday 18 April 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-NEWELL RUBBERMAID CLOSES ACQUISITION OF JARDEN
Commercial products marketer Newell Rubbermaid (NYSE: NWL) and consumer products company Jarden Corp. (NYSE: JAH) have closed the combination of their businesses, the company said.
This deal was announced in December of last year. The transaction creates a USD 16bn consumer goods company to be named Newell Brands, with a portfolio of brands including Paper Mate, Sharpie, EXPO, Parker, Elmer's, Calphalon, Rubbermaid, Graco, Baby Jogger, Aprica, Goody, Irwin, Lenox, Rubbermaid Commercial Products, Coleman, First Alert, FoodSaver, Jostens, K2, NUK, Oster, Rawlings, Sunbeam and Yankee Candle.
Status: Closed

-GLASS LEWIS RECOMMENDS APOLLO EDUCATION SHAREHOLDER VOTE FOR USD 1.1BN "GOING PRIVATE" TRANSACTION
Proxy advisor Glass, Lewis and Co. are recommending that shareholders of US-based Apollo Education Group, Inc. (NASDAQ: APOL) vote in favour of a definitive agreement to be acquired by a consortium of investors, the company said.
This consortium includes US-based Vistria Group, LLC, funds affiliated with Apollo Global Management, LLC (NYSE: APO), and US-based investment firm Najafi Companies for USD 9.50 per share in cash for both class A and B shares, the company said.
Status: Agreed

-COX OIL OFFSHORE CLOSES ACQUISITION OF CHEVRON ASSETS IN GULF OF MEXICO
US-based oil and gas company Cox Oil Offshore, L.L.C. has closed a transaction in which it acquired a number of assets in the Gulf of Mexico from Chevron, the company said.
According to Cox Oil, the acquisition includes 19 fields and associated assets located primarily on the GOM Outer Continental Shelf and in Louisiana state waters. The asset acquisition package includes 170 active wells, 70 platforms, 70 caissons and other offshore structures.
Status: Closed

-SHAREHOLDERS OF CHINESE CHILDREN'S ENTERTAINMENT FIRM TAOMEE APPROVE USD 134M BUYOUT
Shareholders of China-based children's entertainment and media company Taomee Holdings Ltd. (NYSE: TAOM) have voted to approve the company's definitive agreement and plan of merger with Orient TM Parent Ltd. (Parent) and Orient TM Merger Ltd. (Merger Sub) at an extraordinary general meeting held late last week, the company said.
The deal was announced on 11 December 2015. If completed, the merger will result in the company becoming a privately-held company and its ADSs will no longer be listed on the NYSE.
Status: Agreed

-CANADIAN FOREST PRODUCTS COMPANY CANFOR CLOSES ACQUISITION OF WYNNDEL BOX AND LUMBER
Canadian forest products company Canfor Corp. (TSX: CFP) has closed an agreement to purchase the assets of Wynndel Box and Lumber Ltd., located in the Creston Valley of British Columbia, the company said.
Wynndel Box and Lumber produces boards and customised specialty wood products sold under the brand name WynnWood. Canfor said that Wynndel has access to exceptionally high-quality fibre, and will advance Canfor's ability to produce a broader mix of higher value specialty products.
Status: Closed

-SIMON PROPERTY, INVESCO REAL ESTATE CLOSE USD 1.1BN ACQUISITION OF LAS VEGAS RETAIL PROPERTY
US-based real estate companies Simon Property Group and Invesco Real Estate have closed their acquisition of The Shops at Crystals in Las Vegas, Nevada in a 50: 50 joint venture, the companies said.
The purchase price was approximately USD 1.1bn. Simon will lease and manage The Shops at Crystals for the joint venture. Located at the entryway of CityCenter and in the Las Vegas Strip, The Shops at Crystals is a luxury retail property that boasts more than 324,000 square feet of highly sought-after retail space.
Status: Closed

-DIEBOLD REACHES 69.9% OF WINCOR NIXDORF SHARES IN TAKEOVER OFFER
US-based cash machine maker Diebold, Inc. (NYSE: DBD) has reached 69.9% of all existing shares in German banking software, hardware and services firm Wincor Nixdorf shares (including treasury shares held by Wincor Nixdorf) by the end of the additional acceptance period for its takeover offer for the German firm, Diebold said.
Together, the number of shares and voting proxies represent approximately 69.9% of the share capital and voting rights in Wincor Nixdorf (including treasury shares). Withdrawal rights for the offer ceased at the end of the acceptance period on 22 March.
Status: Agreed

-REGULATORS CLEAR SALE OF HARVARD SAVINGS BANK TO THE STATE BANK GROUP
US-based bank holding companies The State Bank Group and Harvard Illinois Bancorp, Inc. have all regulatory approvals required to complete the pending sale of Harvard Savings Bank, the wholly owned subsidiary of Harvard Illinois Bancorp, Inc., have been received.
Under the deal, State Bank, the wholly-owned bank subsidiary of The State Bank Group's parent company, Wonder Bancorp, Inc. will acquire certain of the assets, and assume certain of the liabilities, of Harvard Savings Bank.
Status: Agreed

-GCP STUDENT LIVING TO BUY PROPERTY ADJACENT TO ROYAL HOLLOWAY, UNIVERSITY OF LONDON
UK-based student housing company GCP Student Living plc (LSE: DIGS) has entered into a conditional forward purchase agreement to acquire a high specification, purpose-built, private student accommodation residence adjacent to Royal Holloway, University of London, the company said.
The property is expected to be completed for the 2017/18 academic year providing approximately 170 beds and is in the same locality as The Pad, which comprises two buildings with c.220 beds currently owned by the group.
Status: Agreed

-UK PRODUCT DEVELOPER LITEBULB SELLS THREE SUBSIDIARIES
The business and assets of UK-based branded product developer LiteBulb Group Ltd (AIM: LBB) has sold three of its trading subsidiaries under an announced disposal process, the group said.
Litebulb Studios Ltd. (in administration) has been sold to Hubcom Ltd. for consideration of GBP 20,000. Additionally, the business and assets of Meld Marketing Strategies Ltd. (in administration) and Ginger Fox Ltd. (in administration) were sold to Hacche Retail Ltd. for consideration of GBP 131,109 and GBP 321,892 respectively.
Status: Closed

-ORASCOM TELECOM MEDIA AND TECH SAYS IN COMPLIANCE WITH EGYPTIAN LAW REGARDING ACQUISITION
Egyptian holding company Orascom Telecom Media and Tech Holding has complied with all disclosure requirements, laws and regulations concerning corporate governance, regarding a sale transaction with OTMT and its Beltone Financial subsidiary, the company said.
In February, Egyptian financial services firm Commercial International Bank reached a final agreement on the terms and conditions related to the deal. At that time, CIB received a binding offer from Orascom Telecom and Media Technology Holding to acquire the bank's CI Capital Holding investment banking arm, amounting to EGP 924m (USD 118.06m).
Status: Agreed

-HON HAI SUBSIDIARY ACQUIRES 50.07% STAKE IN TELEEYE
Taiwan-based electronics manufacturer Hon Hai Precision Industry Co Ltd's (TPE: 2317) Foxconn (Far East) Ltd subsidiary has acquired 50.07% of Taiwan IT firm Teleeye Holdings, the company said.
Recently, Hon Hai paid HK 0.55 per share, or a total of HKD 240,333,055 (USD 30.098m). The company bought the stake from Fast Upgrade Ltd. Hon Hai will now make a public tender offer for the remaining shares in the company. The offer price is HKD 0.55 per share, representing a discount of about 5.17% to the closing price of HKD 0.58. The total consideration of the offer would be HKD 229.8m (USD 29.63m).
Status: Closed

-WORLDVIEW UNIT'S GBP 6.42M OFFER FOR IRISH OIL AND GAS FIRM PETROCELTIC LAPSES ON LACK OF SUPPORT
Cayman Islands-based investment company Sunny Hill Ltd. has obtained commitments for just 54.6% of the shares of Irish oil and gas company Petroceltic International plc in its 3 pence per share cash offer for the company, Sunny Hill said.
This is well shy of the acceptance condition, of 90% of the shares not already owned by the company, set forth in March, when the offer was announced.
Status: Terminated

-UK FLOORCOVERINGS FIRM VICTORIA FAILS TO MAKE HEADWAY IN LANO CARPETS ACQUISITION TALKS
UK-based floorcoverings company Victoria plc's (LSE: VCP) discussions with the shareholders of Belgian carpet manufacturer Lano Carpets NV regarding the potential acquisition of the business have ceased, the company said.
In March, Victoria announced that it was in talks to buy Lano, which designs and produces broadloom carpets, rugs, carpet tiles, and artificial grass. The company was founded in 1970 and is based in Harelbeke, Belgium with a production site in Forceville, France.
Status: Terminated

-PACIFIC INDUSTRIAL AND LOGISTICS REIT CLOSES M1 UK PORTFOLIO ACQUISITION
UK-based investment company Pacific Industrial and Logistics REIT Plc (AIM: PILR) has completed the acquisition of The M1 Portfolio for GBP 27m (USD 38.19m), the company said.
This portfolio consists primarily of 11 industrial and warehouse properties in England, located near to the M1 Motorway. Pacific Industrial paid for the acquisition out of a GBP 50m term loan entered into with Santander UK. The company invests in assets, consisting of an interest in freehold or leasehold property. Its assets include the United Kingdom industrial or logistics properties, modern constructions and representing average lot value across the portfolio at acquisition of approximately EUR 10m.
Status: Closed

-TRUCOST GRANTED DISPENSATION FROM CERTAIN CITY CODE REQUIREMENTS
The UK-based Panel on Takeovers and Mergers has granted UK-based environmental data specialist Trucost a dispensation from certain requirements under the City Code on Takeovers and Mergers mainly related to making mandatory annoucements, the company said.
Earlier this month, the directors of Trucost announced that it may be in the best interests of the stakeholders in the company that the company is put up for sale, the company said. Trucost is a provider of data to help companies, investors, governments, academics and thought leaders to understand the economic consequences of natural capital dependency.
Status: Agreed

-DECHRA CLEARS US ANTITRUST HURDLE IN USD 200M ACQUISITION OF US VETERINARY DRUGMAKER PUTNEY
The mandatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has now expired regarding UK-based drugmaker Dechra Pharmaceuticals plc's (LSE: DPH) deal to acquire the entire share capital of US-based generic companion animal pharmaceuticals developer Putney, Inc, the company said.
The expiration of the waiting period satisfies the primary condition to the closing of the proposed acquisition, which is now expected to complete by 21 April 2016. Dechra said that the total consideration payable for Putney amounts to USD 200m (GBP 139m) in cash at completion on a debt-free/cash-free basis.
Status: Agreed

-AURASIAN MINERALS CLOSES OFFER FOR MOROCCAN MINERALS SHARES
UK-based junior exploration company Aurasian Minerals plc (LSE: AUM) has received acceptances from shareholders of Jersey-based private exploration company Moroccan Minerals Ltd. representing 91.99% of the outstanding shares of MML in relation to the offer from Aurasian for the acquisition of all of the outstanding shares of MML, the company said.
Consequently MML and Aurasian have agreed to close the offer period. Moroccan was set up in 2013 to explore for gold and base metals throughout Northern Africa and Eurasia.
Status: Closed

-HOUSTON CARTON, SISTER FIRM SCHULZE CONTAINER REBRAND TO BECOME SCHC
US-based sister firms Houston Carton and Schulze Container have merged to become SCHC, a one-stop logistics and packaging specialist, the firms said.
SCHC is a member of the International Warehouse and Logistics Association, the Brewer's Association and the Central Fort Bend Chamber of Commerce (CFBCA). Houston Carton was founded in 1987 by Heller Cozac after spending the prior ten years working at a small, corrugated box manufacturing plant in Houston, Texas.
Status: Closed

-BENEFICIAL BANCORP CLOSES USD 105M ACQUISITION OF CONESTOGA BANK
US-based bank holding company Beneficial Bancorp, Inc. (NASDAQ: BNCL) has closed its acquisition of Conestoga Bancorp, Inc.'s ownership interest in its Conestoga Bank unit, and Conestoga Bank has been merged into Beneficial Bank, the companies said.
The transaction, which was announced last October, is valued at 160% of Conestoga Bank's tangible book value at closing but will not be greater than USD 105m. Under the terms of the agreement, Conestoga, as the sole shareholder of Conestoga Bank, will receive cash for all of the outstanding shares of Conestoga Bank.
Status: Closed

-INSIGHT VENTURE PARTNERS CLOSES USD 624M ACQUISITION OF ONLINE COLLABORATION SPECIALIST DILIGENT
US-based venture capital and private equity firm Insight Venture Partners has closed its acquisition of New Zealand-based online collaboration and document sharing solutions company Diligent Corp. (NZX: DIL), the firm said.
Under the terms of the agreement, Diligent stockholders received 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 941m), including cash. The transaction represents a 31% premium over the closing share price of NZD 5.64 (USD 3.741) on 12 February 2016.
Status: Closed

-US FCC CLEARS SHENANDOAH TELECOMMUNICATIONS' USD 208M ACQUISITION OF NTELOS
The US Federal Communications Commission has approved Shenandoah Telecommunications Co's (NASDAQ: SHEN) proposed acquisition of US-based Ntelos Holdings Corp., the company said. This deal was announced on 10 August 2015. The FCC"s decision completes all reviews of the series of agreements between Shentel and Sprint and Shentel's acquisition of Ntelos.
Shentel said it now anticipates that the transactions will close "within the next few weeks", subject to the remaining closing conditions. Under the deal, Shenandoah will acquire US-based Ntelos Holdings for USD 9.25 per share in cash for a total equity value of approximately USD 208m, the company said.
Status: Agreed

-CHARTER FINANCIAL CLOSES ACQUISITION OF CBS FINANCIAL, COMMUNITY BANK OF THE SOUTH
US-based bank holding company Charter Financial Corp. (NASDAQ: CHFN) has closed its acquisition of CBS Financial Corp., the company said. Under the deal CBS Financial's Community Bank of the South merged with and into CharterBank, the company said.
Charter acquired all of the outstanding shares of CBS common stock based upon a purchase price of USD 20.50 per share, with a total transaction value of approximately USD 58.8m.
Status: Closed

-ICAP ACQURIES HEDGE FUND DATA ANALYSIS PLATFORM ENSO FINANCIAL ANALYTICS
UK-based market information service provider ICAP plc (IAP.L) has acquired US-based hedge fund data analysis platform Enso Financial Analytics, the company said.
Enso will become a subsidiary of ICAP's Post Trade Risk and Information division. Enso founders Matthew Bernard, Michael Gentile, and Dwaine Alleyne will continue in their leadership positions with Enso and will report to Jenny Knott, CEO PTRI.
Status: Closed

-SYNTA PHARMACEUTICALS TO ACQUIRE DRUG DEVELOPER MADRIGAL
US-based research and development company Synta Pharmaceuticals Corp. (NASDAQ: SNTA) and US-based drug development company Madrigal Pharmaceuticals, Inc., a privately-held company have agreed to a merger plan under which Madrigal will merge with a wholly-owned subsidiary of Synta in an all-stock transaction, the companies said.
Under the terms of the merger agreement, Synta will acquire all outstanding shares of Madrigal in exchange for approximately 253.9m newly issued shares of Synta common stock. The deal is worth around USD 97m. Upon completion of the proposed acquisition, it is anticipated that existing Synta shareholders will own 36.0% of the combined company and Madrigal shareholders will own 64.0% of the combined company.
Status: Agreed

-GROUND TRANSPORT APPS RIDESCOUT, GLOBESHERPA MERGE TO BECOME MOOVEL NORTH AMERICA
Austin, Texas-based ground transportation services mobile app RideScout and Portland, Oregon-based mobile transit system ticketing platform GlobeSherpa have merged to become Texas- and Oregon-based public transit mobile ticketing solution moovel North America, LLC, the companies said.
The merged company is a part of Europe-based transportation mode application moovel Group GmbH, the company said. Simply referred to as "moovel," the merged company works to bring mobility solutions for public and alternative transportation options to North American cities through two products: moovel transit and RideTap.
Status: Closed

-BUILDINGIQ ACQUIRES ENERGY INFORMATION MANAGEMENT SERVICES FROM NORTHWRITE
Australia-based energy management software company BuildingIQ (ASX: BIQ) has acquired Energy WorkSite and Facility WorkSite software applications from US-based energy information management company NorthWrite Inc., the company said.
Through this agreement BuildingIQ adds an additional presence based in Minneapolis, Minnesota extending its reach in North America. Currently, the Energy and Facility Worksite applications have a total of more than two hundred customers with an average contract tenure of nearly seven years and over four thousand end users.
Status: Closed

-LEGRAND, NORTH AMERICA AGREES TO ACQUIRE PINNACLE ARCHITECTURAL LIGHTING
French industrial group Legrand's (PAR: LR) US-based Legrand, North America electrical contracting division has agreed to acquire Denver, Colorado-based lighting fixture maker Pinnacle Architectural Lighting, the company said.
The companies expect to complete the transaction within the next two months, upon fulfilment of closing conditions, including receipt of regulatory approvals. Legrand specialises in electrical and digital building infrastructures for use in commercial, industrial and residential markets. The company reported sales of USD 5.3bn in 2015.
Status: Agreed

-AUDAX PRIVATE EQUITY ACQUIRES PROMOTIONAL PRODUCTS DISTRIBUTOR HALO
US-based investment firm Audax Private Equity has partnered with management to acquire Sterling, Illinois-based promotional products distributor Halo Branded Solutions, the company said.
Halo has a nationwide sales force and expects to continue its profitable growth by offering innovative client solutions, priced competitively, and supported by world-class operations and award-winning marketing.
Status: Closed

-PHILLIPS EDISON GROCERY CENTER REIT II BUYS THREE US SHOPPING CENTRES
Cincinnati, Ohio-based shopping center investor Phillips Edison Grocery Center REIT II, Inc. has acquired three grocery-anchored shopping centres in Georgia, New York and Florida, the company said.
The shopping centres, which collectively comprise 618,786 square feet of retail space, are anchored by leading grocers Walmart Supercenter, Tops Markets and Walmart Neighborhood Market, respectively. In the first transaction, the company acquired Bartow Marketplace, a 375,067 square-foot shopping centre located in Cartersville, Georgia, which is 43 miles northwest of Atlanta.
Status: Closed

-STROZ FRIEDBERG ACQUIRES SECURITY CONSULTANT GOTHAM DIGITAL SCIENCE
US-based risk management firm Stroz Friedberg has acquired international information security consulting firm Gotham Digital Science, the company said.
In conjunction, Stroz Friedberg appointed Rocco Grillo to head its newly formed global Cyber Resilience business, which merges the company's existing IR and security science units. These investments will leverage the firm's reactive and proactive IR and security science capabilities to better help companies mitigate risk borne out of today's digital and connected business environment.
Status: Closed