Deal Pipeline
Monday 18 June 2018
The following is a list of deals covered in detail by M and A Navigator this week:

-ANNALY CAPITAL MANAGEMENT EXTENDS EXCHANGE OFFER TO ACQUIRE MTGE INVESTMENT
US-based capital manager Annaly Capital Management, Inc. (NYSE: NLY) has extended its exchange offer to purchase all of the outstanding shares of common stock of US-based real estate investment trust MTGE Investment Corp. (NASDAQ: MTGE), the company said.
In the offer, MTGE common stockholders may elect to receive, in exchange for each share of MTGE common stock they hold, USD 9.82 in cash and 0.9519 shares of Annaly common stock, USD 19.65 in cash or 1.9037 shares of Annaly common stock. The offer will now expire on 18 July 18, 2018, unless further extended in accordance with the terms of the merger agreement dated 2 May 2 2018.
Status: Agreed

-APTIV CLOSES ACQUISITION OF KUM, ENHANCING POSITION IN KOREA AND CHINA
Irish technology company Aptiv plc (NYSE: APTV) has completed its acquisition of South Korea-based connectors and cable management solutions provider KUM, the company said. KUM offers solutions for a range of harsh-environment automotive applications.
Headquartered in Ulsan, South Korea, KUM enhances Aptiv's global market position and expands Aptiv's range of specialised connectors and cable management solutions. KUM will be fully integrated into Aptiv's existing Asia Pacific operations. The transaction is expected to be accretive to EPS in 2018.
Status: Closed

-WARBURG PINCUS SELLS SLICKDEALS TO GOLDMAN SACHS MERCHANT BANKING DIVISION, HEARST
Funds affiliated with US-based private equity firm Warburg Pincus have sold US-based deal sharing platform Slickdeals to West Street Capital Partners VII, a fund managed by the Goldman Sachs Merchant Banking Division and US media company Hearst, the firm said.
Founded in 1999, Slickdeals is an online community dedicated to sharing, rating and reviewing deals and coupons in the US. Through crowdsourcing, Slickdeals enables consumers to discover and discuss the best deals on products and services across thousands of the most popular retailers.
Status: Closed

-UNIVERSAL POWER GROUP CLOSES CASH-OUT MERGER
Texas, US-based battery and power accessories supplier Universal Power Group, Inc. (UPGI) has closed a plan of merger by and among UPGI Holdings, Inc., a Delaware corporation (the "Parent"), Project Phoenix Merger Sub, Inc., a Texas corporation and the company, under which Universal Power Group will become a wholly-owned subsidiary of the Parent, the company said
In the cash-out merger agreement, UPGI and the minority shareholders of the company will receive consideration of USD 2.24 per share the company said. Universal Power Group, Inc. offerings include proprietary brands of industrial and consumer batteries of all chemistries, chargers, jumpstarters, and other power accessories.
Status: Closed

-CENTENE RECEIVES NEW YORK ATTORNEY GENERAL APPROVAL OF FIDELIS CARE TRANSACTION
The New York Attorney General approved US-based health insurer Centene Corp.'s (NYSE: CNC) proposed acquisition of substantially all of the assets of US-based Fidelis Care for USD 3.75bn, the company said. Centene expects to close the transaction on or about 1 July 2018, subject to satisfaction or waiver of the closing conditions.
As previously announced on 12 September, Centene Corp. entered into an agreement with Fidelis Care to acquire substantially all of the assets of Fidelis Care in a transaction valued at USD 3.75bn, under which Fidelis Care will become Centene's health plan in New York State.
Status: Agreed

-CALIFORNIA CRYOBANK, CORD BLOOD REGISTRY TO BE COMBINED BY GI PARTNERS
US-based donor sperm and donor egg bank California Cryobank has signed a definitive agreement for private equity investment firm GI Partners to acquire the company from healthcare investors Longitude Capital and NovaQuest Capital, the company said.
In a separate transaction, GI Partners has also entered into a definitive agreement with AMAG Pharmaceuticals, Inc. (NASDAQ: AMAG) to acquire Cord Blood Registry(CBR), the world's largest stem cell collection and storage company.
Status: Agreed

-QUALCOMM AGAIN EXTENDS CASH TENDER OFFER FOR ALL OUTSTANDING NXP SHARES
US-based Qualcomm Inc.'s (NASDAQ: QCOM) Qualcomm River Holdings B.V., an indirect Dutch subsidiary has again extended the offering period of its cash tender offer to purchase all of the outstanding common shares of Dutch chipmaker NXP Semiconductors N.V. (NASDAQ: NXPI), the company said.
The tender offer is being made pursuant to the Purchase Agreement, dated as of October 27, 2016, by and between Qualcomm River Holdings B.V. and NXP, as amended. The tender offer is now scheduled to expire on 22 June, in either case pursuant to the terms of the Purchase Agreement. It had been scheduled to expire on 25 May.
Status: Agreed

-IBM STRENGTHENS IOT CAPABILITIES THROUGH ACQUISITION OF ONIQUA
US-based technology company IBM (NYSE: IBM) has acquired Australian asset performance management solutions provider Oniqua Holdings Pty Ltd., the company said. Oniqua Holdings offers Maintenance Repair and Operations Inventory Optimization solutions and services, and is focused on mining, oil and gas, transportation, utilities, manufacturing and other asset-intensive industries.
This acquisition expands IBM's Asset Optimization Practice, helping clients reduce and optimize MRO Inventories, predict when critical parts and equipment might fail so proactive actions can be taken to avoid unplanned downtime.
Status: Closed

-COBALT POWER CLOSES ACQUISITION OF MINERAL EXPLORATION COMPANY WESTERN COBALT
Canada-based exploration company Cobalt Power Group Inc.(TSX.V: CPO) (OTC: CBBWF) has closed the acquisition of mineral exploration company Western Cobalt Corp., that holds nine mineral claims in the eastern Athabasca basin of Saskatchewan, Canada, the company said.
The purchase will be accomplished by Cobalt Power acquiring all of the issued and outstanding shares in Western Cobalt in exchange for the issuance, pro-rata, of 12.2m common shares of Cobalt Power to the existing shareholders of Western Cobalt.
Status: Closed

-MXP CLOSES ACQUISITION OF CANVEDA LICENSED CANNABIS PRODUCER
Canada-based diversified cannabis company MPX Bioceutical Corp.(CSE: MPX) (OTC: MPXEF) has closed the acquisition of 100% of the issued and outstanding shares of Canada-based licensed cannabis producer Canveda Inc., the company said.
MPX acquired the Canveda Shares for a total purchase price of CDN 18m (USD 14m), which is comprised of CDN 3.0m in cash and the issuance of 21,539,261 common shares in MPX issued at CDN 0.70 (USD 0.55) per share and the issuance of 6m common share purchase warrants, each exercisable into one MPX Share at an exercise price of CDN 0.84 (USD 0.66) for a period of five years from the date of issuance.
Status: Closed

-INTL FCSTONE TO ACQUIRE LUXEMBOURG INTERDEALER BROKER CARL KLIEM
New York, US-based financial services company INTL FCStone Inc. (NASDAQ: INTL) has executed a sale and purchase agreement to acquire Luxembourg-based interdealer broker Carl Kliem S.A, the company said. The acquisition price is not material to INTL FCStone Inc. Closing is conditional upon approval of the Commission de Surveillance du Secteur Financier.

INTL FcStone said this acquisition represents a tremendous opportunity to leverage a very strong European client base with the full breadth of product offering available within the INTL FCStone group. This acquisition provides an EU-based footprint for INTL FCStone post Brexit.

Status: Agreed


-CARLSBAD NATURALS ACQUIRES LUST NAKED SKIN CARE TO EXPAND HEMP-BASED PRODUCT OFFERINGS

California, US-based Carlsbad Naturals LLC has acquired California-based skin care company Lust Naked to expand hemp-based spectrum of health and wellness products, the company said.

Carlsbad said the acquisition was effective in January of this year, and terms of the acquisition were not released. Lust Naked will join the CBD Naturals group of products that includes more than 60 cutting-edge CBD products covering the beverage, cosmetics and supplements categories with groundbreaking brands.

Status: Closed


-NUTRIBAND TO ACQUIRE CARMEL BIOSCIENCES IN DEAL VALUED AT USD 3.8M
Florida, US-based pharmaceutical company Nutriband Inc. (OTCQB: NTRB) has signed a letter of intent to acquire 100% of pharmaceutical company Carmel Biosciences, in a deal valued at USD 3.8m, the company said. Nutriband said it plans to complete the deal through payment of 450,000 restricted common shares of the company's stock.

In December 2017, Carmel Biosciences received FDA approval for PREXXARTAN, the first and only approved oral liquid dosage form of the angiotensin receptor blocker valsartan in the United States. Nutriband Inc. is a unique, result's driven, health and pharmaceutical company based around the science of transdermal/topical technologies.

Status: Agreed

-ENTRAVISION COMMUNICATIONS ACQUIRES SMADEX TO EXPAND DIGITAL ADVERTISING TECHNOLOGY
California, US-based media and advertising technology company Entravision Communications Corp. (NYSE: EVC) has acquired Spain-based digital advertising technology company Smadex, the company said. The acquisition was completed through Entravision's Headway business unit and financial terms of the transaction were not disclosed.

Smadex joins Entravision's portfolio of leading digital and technology businesses that provide advertising technology platforms to deliver performance-based solutions and data insights for marketers.

Status: Closed


-TABLEAU ACQUIRES EMPIRICAL SYSTEMS TO ADD STATISTICAL ANALYSIS INSIGHTS TO PLATFORM

Seattle, US-based software developer Tableau Software (NYSE: DATA), producing interactive data visualisation products, has acquired Massachusetts, US-based AI startup Empirical Systems to integrate automated statistical analysis technology into the Tableau platform, the company said.

Tableau customers will gain insight into their data, without needing to build manually the complex underlying data models that would otherwise be necessary. Empirical employees will join Tableau and, as part of the acquisition, Tableau plans to establish a research and development centre in the vibrant and talent-rich city of Cambridge, Massachusetts.

Status: Closed


-BRIGHTSTAR CAPITAL TO ACQUIRE QUALTEK TELECOMMUNICATIONS PROVIDER

New York, US-based private investment firm Brightstar Capital Partners has signed a definitive agreement to acquire Pennsylvania, US-based telecommunications services provider QualTek USA, LLC in partnership with senior management, the company said.

Financing for the transaction is being arranged by Fifth Third and PNC. QualTek's senior management team is committed to investing a significant portion of its proceeds as rollover equity in the transaction and will continue to lead the company through its next phase of growth.

Status: Agreed


-BLUEBEAM ACQUIRES PROJECT ATLAS' DIGITAL MAPPING SOLUTIONS

California, US-based technology solutions developer to architectural, engineering and construction industries Bluebeam, Inc. has acquired substantially all of the assets of Texas, US-based digital mapping engine Project Atlas, LLC, the company said.

Bluebeam's smart, intuitive markup and collaboration solutions advance the way technical professionals work, manage and collaborate on projects digitally. Bluebeam is part of the Nemetschek Group.

Status: Closed


-FOUR CORNERS ACQUIRES POPEYES LOUISIANA KITCHEN RESTAURANT PROPERTY FOR USD 1.7M

California, US-based real estate investment trust Four Corners Property Trust (NYSE: FCPT) has acquired a Tennessee, US-based Popeyes restaurant property through a sale-leaseback with Cambridge Franchise Holdings for USD 1.7m, the company said.

The property occupied under a new 20-year triple-net lease with a rent escalation of 1.5% annually. This is FCPT's sixth transaction with Cambridge, and its second acquisition of a Popeyes restaurant. Camridge is a franchisee with over 150 Burger King and Popeyes restaurants.

Status: Closed


-DECISIONPOINT SYSTEMS ACQUIRES ROYCE DIGITAL SYSTEMS TO DEEPEN EXPERTISE IN HEALTHCARE MARKET

California, US-based enterprise mobility company DecisionPoint Systems, Inc. (OTCBB: DPSI) has acquired California-based Royce Digital Systems to expand its reach into the healthcare market, the company said.
DecisionPoint has acquired Royce to better serve customers, deepen its expertise in other vertical markets, specifically healthcare, and provide a stronger regional presence across California to better service customers in that area.

Status: Closed


-OPTIMAS ACQUIRES US HARDWARE SUPPLIER CIRCLE BOLT/NUT

Illinois, US-based supply chain solutions provider Optimas OE Solutions Holdings, Inc. LLC has acquired Pennsylvania, US-based specialty hardware supplier Circle Bolt and Nut Co., Inc., the company said.

The acquisition supports the Optimas growth strategy into product adjacencies and enhanced MRO capabilities. The transaction also diversifies the portfolio of Optimas customers across multiple industries.

Status: Closed


-KEYWORDS STUDIOS ACQUIRES VIDEO GAMES PRODUCTION SERVICES FIRM BLINDLIGHTS

Irish video games industry technical services provider Keywords Studios plc (LSE: KWS) has acquired US-based video games production services firm Blindlight LLC for a total consideration of up to USD 10m, from the founder, Lev Chapelsky, the company said.
Founded in 2001 and based in Hollywood, California, Blindlight is in the provision of Hollywood production services for the video games industry.
Status: Closed


-CIVITAS SOCIAL HOUSING ACQUIRES FIVE SPECIALIST SUPPORTED LIVING PROPERTIES IN UK

UK-based social housing REIT Civitas Social Housing plc (LSE: CSH) has completed the purchase of five specialist supported living properties for a total consideration of GBP 9,017,155 (USD 11.95m), comprising 43 tenancies.
The properties will be managed by Chrysalis Supported Association Limted, Encircle Housing Ltd. and Falcon Housing Association. Chrysalis, Encircle and Falcon are Registered Providers, regulated by the Regulator of Social Housing, and are counterparties to leases within the company's existing portfolio.
Status: Closed

-OAKLEY CAPITAL INVESTMENTS' PLESK3 ACQUIRES SOLUSVM

Bermuda-based investment manager Oakley Capital Investments Ltd.'s (AIM: OCI) Oakley Capital Private Equity III2 portfolio company Plesk3, a global software provider, has completed a deal to acquire the assets and operations of SolusVM from OnApp, the company said.
The deal has been funded entirely using free cashflow from Plesk and no further equity or debt financing was required. SolusVM is an Infrastructure-as-a-Service management system designed to work with virtual private server hosting packages.
Status: Closed

-GENEDRIVE CLOSES GBP 1.9M SALE OF CONTRACT RESEARCH AND PHARMACOGENOMICS DIVISIONS
UK-based near patient molecular diagnostics company Genedrive plc (AIM: GDR) has closed the sale of its contract research and pharmacogenomics divisions for up to GBP 1.9m (USD 2.56m) in cash, the company said.
The disposal is to Epistem 2 Ltd., a company in which Dr Catherine Booth, a director of has entered into a conditional agreement to sell, is also a director and material shareholder. The disposal is also a related party transaction under AIM Rule 13 and further details relating to this are set out in the paragraph headed "Related Party Transaction and Recommendation" below.
Status: Closed

-UK CMA TO PROBE MONEYSUPERMARKET ACQUISITION OF DECISION TECHNOLOGIES
The UK Competition and Markets Authority is considering whether it is or may be the case that UK-based price comparison website Moneysupermarket's (LSE MONY) pending acquisition of home communications and mobile phone comparison business Decision Technologies Ltd has resulted, or may be expected to result, in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services, the CMA said.
In April, Moneysupermarket agreed to acquire Decision Technologies Ltd for GBP 40m (USD 56.20m). Decision Tech provides home communications comparison both as a B2B service and via its own consumer comparison brands such as broadbandchoices.co.uk.
Status: Agreed

-NORTHLEAF CAPITAL ACQUIRES INTEREST IN LAL LAL WIND FARMS
Canada-based Northleaf Capital Partners has expanded its private markets investment platform with the opening of an office in Melbourne, Australia, while also closing its 40% equity interest in Victoria-based wind generation projects Lal Lal Wind Farms, the company said.

Northleaf said a presence in Australia extends its network, enhancing capabilities to provide investors with access to highly differentiated mid-market infrastructure, private equity and private credit investments globally.

Status: Closed


-VIS MUNDI INJECTS CAPITAL INTO EGYSWISS TO INCREASE OWNERSHIP STAKE

Dubai, UAE-based Investment company Vis Mundi Ltd. has fully subscribed to the latest round of capital increase in Egyptian food processing and distribution company EgySwiss Group (EgySwiss) in a round of capital injection, raising its shareholding to a controlling stake, the company said.

Vis Mundi said this capital increase is aimed at consolidating and expanding EgySwiss position as a leader in the Egyptian food processing market.

Status: Closed

-ESCO GROUP TO ACQUIRE AT MEDICAL UAB TO ACCELERATE LIFE SCIENCES DEVELOPMENT
Singapore-based life sciences company Esco Group has agreed to acquire the remaining shares in Esco Ventures portfolio company AT Medical UAB, an IVF medical devices developer based in Lithuania, the company said.

AT Medical UAB products are currently distributed by Esco under the Esco Medical brand. Under the terms of the agreement, Esco Micro Pte Ltd, the primary operating entity of Esco Group, will make an undisclosed payment for the remaining shares in AT Medical UAB.

Status: Agreed


-ACCO BRANDS TO ACQUIRE GOBA INTERNACIONAL TO STRENGTHEN PRESENCE IN MEXICO

Illinois, US-based academic products manufacturer ACCO Brands Corp. (NYSE: ACCO) has agreed to acquire Mexico-based school and crafts products provider GOBA Internacional, S.A. de C.V. for approximately USD 31m in cash, the company said.
The transaction is expected to result in modest adjusted earnings per share accretion and adjusted EBITDA of USD 6m on an annualised basis. The transaction is expected to be consummated in the next 60 days.

Status: Agreed


-INTERFACE TO ACQUIRE NORA SYSTEMS IN DEAL VALUED AT USD 420M

Atlanta, US-based commercial flooring company Interface, Inc. (NASDAQ: TILE) has signed a definitive agreement to acquire US-based commercial rubber flooring manufacturer nora systems in a stock purchase transaction valued at approximately USD 420m, the company said.

Interface said it expects to close the transaction during the third quarter of 2018, subject to regulatory approvals and other customary closing conditions. This acquisition will expand Interface's rapidly growing resilient flooring portfolio and increase its penetration into high growth segments including healthcare, life sciences, education and transportation.

Status: Agreed


-ROYAL CARIBBEAN TO ACQUIRE 67% STAKE IN SILVERSEA CRUISES

Miami, US-based cruise operator Royal Caribbean Cruises Ltd. (NYSE: RCL) has agreed to acquire a 66.7% stake in Monaco-based luxury cruise line Silversea Cruises, the company said.

Under the agreement, Royal Caribbean, in partnership with Silversea Executive Chairman Manfredi Lefebvre D'Ovidio, will acquire the equity stake in Silversea based on an enterprise value of approximately USD 2.0bn. The purchase price of the equity being acquired is approximately USD 1.0bn.

Status: Agreed


-BELCAN ACQUIRES US PROFESSIONAL SERVICES NETWORK ALLEGIANT INTERNATIONAL

Ohio, US-based engineering consulting and staffing firm Belcan, LLC has acquired Indiana, US-based professional services network Allegiant International LLC, the company said.

Belcan is a portfolio company of AE Industrial Partners, LP (AEI), a private investor in aerospace, power generation, and specialty industrial companies.

Status: Closed

-UNITED BANCORP TO ACQUIRE POWHATAN POINT COMMUNITY BANCSHARES IN DEAL VALUED AT USD 6.8M
US-based bank holding company United Bancorp, Inc. (NASDAQ: UBCP), the holding company for Unified Bank, has agreed to acquire and Powhatan Point Community Bancshares, Inc., the holding company for First National Bank of Powhatan Point, the company said.

Under terms of the definitive merger agreement, United will acquire Powhatan in a stock and cash transaction. Upon completion, First National will be merged into UBCP's wholly-owned subsidiary bank, Unified Bank. The acquisition is expected to close in 4Q18. Powhatan shareholders will receive 6.9233 shares of UBCP common stock plus USD 38.75 in cash for each outstanding share of Powhatan common stock.

Status: Agreed


-GRI ACQUIRES UK-BASED MANAGED SERVICE PROVIDER DE POEL

US-based extended workforce solution provider GRI has acquired UK-based managed service provider for non-permanent workforce industry de Poel, the company said.

The de Poel name will be replaced by GRI, publicly making the company and its employees all a part of the GRI family. Along with the name change, all corporate branding will also be modified. GRI's existing global clients, with programmes in more than 50 countries, will see no changes to services, but may realise benefit from the company's expanded list of industries.

Status: Closed


-WINCHESTER INTERCONNECT COMPLETES ACQUISITION OF SHANGHAI PHOENIX

Connecticut, US-based interconnect solutions provider Winchester Interconnect Corp. has completed the acquisition of China-based cable assembly producer Shanghai Phoenix Communication and Technology (SPCT) from The Phoenix Company, the company said.

Winchester said the acquisition of Shanghai Phoenix further strengthens its capabilities and provides more access to the strategic medical and life sciences market.

Status: Closed

-PROXY ADVISORS ISS, GLASS LEWIS RECOMMEND ANALOGIC SHAREHOLDERS VOTE FOR USD 1.1BN BUYOUT

US-based proxy advisors Institutional Shareholder Services and Glass Lewis are recommending that shareholders of US-based healthcare and security solutions provider Analogic Corp. (NASDAQ: ALOG) vote in favour of the company's pending acquisition by an affiliate of US-based private investment firm Altaris Capital Partners, LLC, the companies said.
A special meeting of Analogic shareholders will be held on 21 June. In April, Analogic and an affiliate of Altaris Capital Partners entered into a merger agreement under which Analogic will be acquired by Altaris for USD 84.00 per share in cash, or approximately USD 1.1bn on a fully diluted basis.
Status: Agreed


-DONEGAL GROUP TO SELL BANKING UNIT IN USD 115M DEAL

US-based insurance holding company Donegal Group Inc. (NASDAQ: DGICA) (NASDAQ: DGICB) and Donegal Mutual Insurance Company have entered into an agreement to sell Donegal Financial Services Corp. and its wholly owned subsidiary, Union Community Bank, to Northwest Bancshares, Inc. for approximately USD 85m in a combination of cash and Northwest common stock (NASDAQ: NWBI), the companies said.
Status: Agreed