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

-SNOWDEN LANE PARTNERS FORMS "VERITAS PRIVATE WEALTH GROUP" IN NEW YORK CITY
Joseph Hubbell has joined US-based wealth advisory firm Snowden Lane Partners from Merrill Lynch and has been appointed partner and managing director in its New York City headquarters, the firm said.
Hubbell is merging his USD 100m practice with Snowden Lane's Clinton-Pedrena Group, composed of partners and managing directors, Jesse Clinton and Phil Pedrena, to form the Veritas Private Wealth Group, an advisor team of four professionals that will serve more than USD 370m in client assets.
Status: Agreed

-GREGORIO NAMED CEO OF POST-MERGER DOW CORNING
Mauro Gregorio, currently vice president leading the Dow Corning integration, will serve as chief executive officer of Dow Corning upon the completion of Dow's ownership restructure transaction with Corning, Inc., which is expected to close in 2Q16.
Last December, The Dow Chemical Co. (NYSE: DOW) signed definitive agreements to restructure the ownership of Dow Corning Corp. Under the terms of the agreement, Dow will become the 100% owner of Dow Corning, currently a 50:50 joint venture between Dow and Corning.
Status: Agreed

-TRIBUNE PUBLISHING TO REVIEW RAISED BID FROM GANNETT
US-based publishing company Tribune Publishing Co. (NYSE: TPUB), in consultation with its financial and legal advisors, will review Gannett Co., Inc.'s (NYSE: GCI) revised unsolicited proposal to acquire all outstanding shares of Tribune Publishing common stock for USD 15.00 per share in cash, the company said.
In confirmed receipt of the bid, the company noted that on 4 May 2016, Tribune Publishing's board of directors unanimously rejected Gannett's unsolicited USD 12.25 per share cash proposal. That offer valued the company at around USD 815m.
Status: Bidding

-OFFICE DEPOT, STAPLES OFFICIALLY TERMINATE MERGER AGREEMENT
US-based office supplies retailers Staples, Inc. (NASDAQ: SPLS) and Office Depot, Inc. have officially terminated their merger agreement following US District Court for the District of Columbia's recent ruling granting the Federal Trade Commission's request for a preliminary injunction to block the acquisition, the companies said.
Under the terms of the merger agreement, Staples will pay Office Depot a USD 250m break-up fee.
Status: Terminated

-HYDROGEN ENGINE CENTER COMPLETES FINANCE RELATED TO TINA ACQUISITION
US-based alternative-fueled engine specialist Hydrogen Engine Center, Inc. (OTC: HYEG) has completed another phase of financing with TINA Energy Systems, the company said.
In November 2014, DEC announced an agreed deal to buy TINA, with the goal of producing an integrated hydrogen-energy system designed for electrical production. Effective 5 April 2016, HEC has issued 2,930,232 shares to TINA upon TINA's cashless exercise of a warrant to purchase up to 7m shares at USD 0.15 per share.
Status: Agreed

-REGENCY CENTERS ACQUIRES VIRGINIA SHOPPING CENTRE IN USD 406M DEAL
US-based shopping center operator Regency Centers Corp. (NYSE: REG) and US-based REIT AvalonBay Communities have acquired Arlington, Virginia-based Market Common Clarendon, the company said.
This mixed-use property, purchased in an agreement with AvalonBay Communities, features 300 class A apartment homes, 300,000 square feet of retail anchored by Whole Foods Market, Apple, Crate and Barrel, The Container Store, Pottery Barn, Williams-Sonoma, and an adjacent vacant building identified for future redevelopment.
Status: Closed

-SWEDISH FINANCIAL SUPERVISORY AUTHORITY CLEARS NORDEA FOR BANK MERGER
The Swedish Financial Supervisory Authority's has approved merger plans between Swedish financial services group Nordea (STO: NDA) (OSE: NODA) (HEX: NDA1V) (CSE: NDA) and its subsidiary banks Nordea Bank Danmark, Nordea Bank Finland and Nordea Bank Norge, the group said.
Nordea said that this is an important step in the group's work to simplify its legal structure, with the aim to change the Norwegian, Danish and Finnish banks to branches of the Swedish parent company. A branch structure will make it possible for the group to better operate as One Nordea. It will strengthen governance and is part of the simplification of processes.
Status: Agreed

-ALPHA BANK, EUROBANK AND KKR TO SUPPORT GREEK COMPANIES THROUGH PILLARSTONE PLATFORM
Greek banking firms Alpha Bank A.E. (OTC: ALBKD) and Eurobank, and US-based investment firm KKR's (NYSE: KKR) KKR Credit unit have reached a binding agreement by which the banks agree to assign the management of credit and equity exposures to a selected number of Greek companies into a platform managed by Pillarstone, the banks said.
Subject to final board approval, the European Bank for Reconstruction and Development is considering co-investing in partnership with KKR and the banks.
Status: Agreed

-MONROE CAPITAL SUPPORTS SOURCE CAPITAL'S ACQUISITION OF A BUSINESS SERVICES FIRM
US-based middle-market co-investor Monroe Capital LLC acted as sole lead arranger and administrative agent on the funding of a USD 20.3m senior credit facility to support the acquisition of a business services company by private equity sponsor Source Capital, LLC, the firm said.
Based in the Southwest, the company is a provider of access control and security solutions. Products such as keypads, door alarms, site graphics and monitoring software, are sold through various sales channels both domestically and internationally.
Status: Agreed

-TALLGRASS ENERGY UPS 2016 GUIDANCE FOLLOWING ACQUISITION
Kansas-based gas pipeline operator Tallgrass Energy Partners, LP (NYSE: TEP) and Tallgrass Energy GP, LP (NYSE: TEGP) have updated guidance for FY16 as a result of TEP's recent acquisition of a 25% membership interest in Rockies Express Pipeline LLC, Tallgrass said.
TEP expects distributable cash flow of USD 345m – USD 375m and distribution coverage of 1.15 - 1.20x, for the year ended 31 December 2016. TEP also expects to grow its annualized distribution for 2016 by approximately 27%-30%. Additionally, TEP expects a minimum average compounded annualized distribution growth rate of at least 20 % for 2017 and 2018.
Status: Closed

-GREAT WESTERN BANCORP SETTLES MERGER CONSIDERATION, ALLOCATION IN USD 139.5M ACQUISITION
US-based bank holding company Great Western Bancorp, Inc. (NYSE: GWB) has received the results of elections made by stockholders of HF Financial Corp. (NASDAQ: HFFC) as to the form of merger consideration they desire to receive, and the related allocation and proration results of the merger consideration, in connection with the merger of HF Financial with and into Great Western, the company said.
On 16 May, Great Western Bancorp closed its USD 139.5m acquisition of HF Financial.
Status: Closed

-US DRUGMAKER GILEAD CLOSES ACQUISITION OF NIMBUS' DRUG PROGRAMME IN USD 1.2BN DEAL
US-based biopharmaceutical company Gilead Sciences, Inc. (NASDAQ: GILD) has closed the acquisition of Cambridge, Massachusetts-based biotechnology firm Nimbus Therapeutics LLC's Nimbus Apollo, Inc. subsidiary and its Acetyl-CoA Carboxylase inhibitor programme, the company said.
Under the deal Nimbus Therapeutics received an upfront payment of USD 400m, with the potential to receive an additional USD 800m in development-related milestones over time. The Nimbus Apollo programme includes the lead candidate NDI-010976, an ACC inhibitor, and other preclinical ACC inhibitors for the treatment of non-alcoholic steatohepatitis, and for the potential treatment of hepatocellular carcinoma and other diseases.
Status: Closed

-MAGNITUDE SOFTWARE BUYS DATA WAREHOUSE SOLUTIONS VENDOR DATALYTICS
US-based enterprise information management software company Magnitude Software has acquired data warehouse solutions firm Datalytics Technologies LLC, the company said.
Datalytics enables customers to organise and manage hard-to-understand enterprise resource planning data trapped in hybrid systems. Magnitude Software provides pre-packed solutions for operational and analytical reporting for the most commonly sought after functional business areas, at a fraction of the time and cost required to compile these reports by hand.
Status: Closed

-INTEGRATED DERMATOLOGY BUYS ILLINOIS, US PRACTICE
US-based dermatology practice Integrated Dermatology Group has expanded its presence in Illinois with the acquisition of the practice of Dr. Loris Tisocco, the group said.
Tisocco will continue to serve as medical director of the practice now known as Integrated Dermatology of Calumet City, LLC. For close to 30 years, he has been practicing general, surgical, and cosmetic dermatology in the South Suburbs of Chicago and Northwest Indiana.
Status: Closed

-PBM CAPITAL ACQUIRES LIVER DRUG FROM EISAI
An affiliate of US-based private investment firm PBM Capital has acquired all of the shares of US-based AkaRx, Inc. from Japanese pharmaceutical company Eisai Inc., the firm said. Eisai bought AkaRx in 2010, for around USD 255m.
Under the agreement, Eisai Inc. transferred to PBM ownership of AkaRx and the worldwide rights to develop, market and manufacture avatrombopag.
Status: Closed

-PENTAX MEDICAL UPS STAKE IN SPANISH ENDOSCOPY FIRM SIMMEDICA TO OVER 90%
Japanese endoscopic products and services company Pentax Medical has acquired majority shares of Spanish endoscopy and surgery products and services firm Simmedica Sistemas Integrales de Medicina, S.A., the company said.
Pentax Medical, the major shareholder of Simmedic, now holds over 90% of the company. Simmedica provides the Spanish and Portuguese healthcare markets with endoscopy and surgery products and services.
Status: Closed

-HOMESERVICES OF AMERICA ACQUIRES BERKSHIRE HATHAWAY HOMESERVICES FLORIDA NETWORK REALTY
US-based Berkshire Hathaway affiliate HomeServices of America has acquired northeast Florida real estate broker Berkshire Hathaway HomeServices Florida Network Realty, the company said.
Headquartered in northeast Florida for nearly 28 years, Florida Network Realty serves the area with more than 330 sales associates in eight offices. Berkshire Hathaway HomeServices Florida Network Realty was founded in 1988 by Linda Sherrer.
Status: Closed

-CARLYLE, CENTRE LANE PARTNERS MERGE CANDLE, HOME FRAGRANCE FIRMS CANDLE-LITE, PARTYLITE
US-based alternative asset manager The Carlyle Group (NASDAQ: CG) and private investment firm Centre Lane Partners, LLC have partnered to create Luminex Home Décor and Fragrance Holding Corp., the firms said. This new holding company combines global candle and home fragrance companies Candle-lite Co and PartyLite.
The two companies will operate as wholly-owned subsidiaries of Luminex HD/F Co, and will establish the foundation to create a leading global omni-channel home décor and fragrance company, leverage their R/D and product development efforts, and ensure broad consumer reach by both companies.
Status: Closed

-PERNOD RICARD, IRISH DISTILLERS SELL PADDY IRISH WHISKEY BRAND TO SAZERAC
French wines and spirits Pernod Ricard group's (PAR: RI) Irish Distillers affiliate has closed the sale of the Paddy Irish Whiskey brand to Sazerac, the group said. Paddy Irish Whiskey is the 4th largest Irish whiskey brand in the world. This deal was announced on 3 May.
The transaction will involve Irish Distillers continuing to produce Paddy Irish Whiskey at its Midleton Distillery.
Status: Closed

-PHARMACY SOFTWARE FIRM RX30 ACQUIRES LAGNIAPPE PHARMACY SERVICES
US-based pharmacy management software solutions developer Transaction Data Systems, Inc., doing business as Rx30, has completed the acquisition of Lagniappe Pharmacy Services, the company said.
Rx30, headquartered in Ocoee, Florida, is a developer and supplier of pharmacy management software solutions to the independent retail, hospital, long-term care and specialty pharmacy markets.
Status: Closed

-LIBERTY GLOBAL CLOSES GBP 3.5BN ACQUISITION OF CARIBBEAN OPERATOR CABLE AND WIRELESS
US-based cable company Liberty Global plc (NASDAQ: LBTYA) has closed the acquisition of Caribbean cable company Cable and Wireless Communications Plc (LSE: CWC), the companies said.
Cable and Wireless offers pay-television, Internet, landline phone and wireless service in the Caribbean, Panama, Monaco and the Seychelles. The company has 6m subscribers. Under the deal, Liberty Global acquired CWC for shares of Liberty Global in a scheme of arrangement valuing CWC at a total equity value of approximately GBP 3.5bn (USD 5.05bn), or an implied price of 78.04 pence per CWC share, based on closing share prices as of 13 November 2015.
Status: Closed

-YOUTH SPORTS SOFTWARE AND PAYMENTS SPECIALIST BLUE STAR SPORTS ACQUIRES GOALLINE
US-based youth sports organisation software and payments company Blue Star Sports has closed the acquisition of sports technology solutions provider Goalline, the company said.
Founded in 2002 in Halifax, Nova Scotia, Goalline is a provider of web software and mobile applications for youth sports.
Status: Closed

-ARCHER DANIELS MIDLAND ACQUIRES FULL OWNERSHIP OF BRAZILIAN INGREDIENT FIRM AMAZON FLAVORS
US-based food processing and commodities trading company Archer Daniels Midland Co. (NYSE: ADM) has acquired full ownership of Brazilian natural extracts, emulsions and compounds manufacturer Amazon Flavors, the company said.
ADM had previously owned a 40% equity stake in Amazon. Amazon Flavors creates natural extracts derived from the guarana plant and açai berries, as well as cola, energy and other compounds for the Brazilian beverage market.
Status: Closed

-SEEING MACHINES AGREES TO CREATE SEPARATE AUTOMOTIVE BUSINESS
Australian vehicle operator monitoring technology company Seeing Machines Ltd., (AIM: SEE) has signed a term sheet with a US-based investment firm for investment into a separately funded company solely focused on commercialising Seeing Machines' technology in the automotive market, the company said.
Under the deal, Seeing Machines would retain a significant equity stake in the new company. The term sheet is non-binding, except for customary legal obligations and due diligence.
Status: Agreed

-PINNACLE TECH SELLS TELECOMMUNICATION, IT SUPPORT SERVICES BUSINESS
UK-based converged technology solutions specialist Pinnacle Technology Group plc (LSE: PINN)has agreed to sell the trade and assets of its Pinnacle CDT Ltd. subsidiary to Chess ICT Ltd. for a total cash consideration of GBP 2.8m (USD 4.05m), the company said.
Pinnacle CDT provides a range of data, telecommunication and certain IT support services to a large customer base from offices in Glasgow and Stockton-on-Tees. The business provides services across its own core network, own help desk and own softswitch. Pinnacle said that this disposal represents a key step in repositioning the group firmly as a provider of 'IT as a Service' targeting an increased level of recurring revenues and higher margin services.
Status: Agreed

-PLAZA CENTERS SUBSIDIARY SELLS LATVIAN RETAIL PROPERTY
A 50%-owned subsidiary of Dutch property developer Plaza Centers N.V. has entered into a business sale agreement with respect to the sale of Riga Plaza shopping and entertainment centre in Riga, Latvia, to a global investment fund, Plaza said. The agreement reflects a value for the business of circa EUR 93.4m (USD 105.66m), which is in line with the last reported book value.
According to Plaza Centers, the sale of Riga Plaza is consistent with the company's said strategy to oversee an orderly disposal of its non-core or mature assets in order to reduce company debt levels and to bring its development projects to fruition. 
Status: Agreed

-BRACK CAPITAL ESTATE INVESTMENTS UNIT TO BUY GERMAN COMMERCIAL PROPERTY FOR EUR 9.1M
Dutch property investor Brack Capital Real Estate Investments N.V.'s (LSE: BCRE) Brack Capital Properties N.V. subsidiary has entered into a notarised acquisition agreement with an unrelated third party to acquire a commercial property near Dortmund in North Rhine Westphalia, Germany for a total consideration of EUR 9.1m (USD 10.29m), the company said.
Completion of the transaction is subject to the fulfillment of the conditions required relating to the transfer of the ownership rights including obtaining all the necessary approvals for the transaction and the removal of all the pledges from the property.
Status: Agreed

-UK COMPETITIONS AND MARKETS AUTHORITY CLEARS VECTURA, SKYEPHARMA TIE-UP
The UK Competition and Markets Authority has determined that a relevant merger situation, under the provisions of the Enterprise Act 2002, has not been created in the acquisition of UK-based pharmaceutical company Skyepharma plc (LSE: SKP) by UK-based pharmaceutical company Vectura Group plc (LSE: VEC), the CMA said.
In March the boards of Vectura and Skyepharma reached agreement on the terms of a recommended merger between the two companies, in which Vectura will acquire the entire issued and to be issued ordinary share capital of Skyepharma.
Status: Agreed

-UK COMPETITION AND MARKETS INVITES COMMENT ON PR NEWSWIRE ACQUISITION
The UK Competition and Markets Authority is inviting comment on the anticipated acquisition by Cision, a business controlled by GTCR Canyon Holdings (Cayman), L.P., of UK-based B2B events organizer UBM plc's PR Newswire business, CMA said.
CMA is considering whether it is or may be the case that the merger, if carried into effect, will result in the creation of a relevant merger situation under the merger provisions of the Enterprise Act 2002 and, if so, whether the creation of that situation may be expected to result, in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services.
Status: Agreed

-UK UTILITY OPERATOR CENTRICA ACQUIRES CHP BUSINESS FOR GBP 145M
UK-based utility company Centrica plc (LSE: CAN) has acquired UK-based combined heat and power solutions supplier ENER-G Cogen International Ltd from ENER-G Holdings PLC for GBP 145m (USD 209.39m), the company said. ENER-G Cogen has over 30 years' experience and a track record in delivering CHP solutions for industrial and commercial customers, and has around 1,400 units totalling over 500mw under contract.
The business operates predominantly in the UK but also has operations in the United States, Hungary, Italy, the Netherlands and Romania and has a strong, diverse customer base across private and public sectors.
Status: Closed