Deal Pipeline
Monday 02 April 2018
The following is a list of deals covered in detail by M and A Navigator this week:

-CANNAROYALTY CLOSES ACQUISITIONS OF CALIFORNIA CANNABIS OPERATORS KAYA, ALTA SUPPLY

Canadian cannabis industry investor CannaRoyalty Corp. (CSE: CRZ) (OTCQX: CNNRF) has closed the acquisitions of California, US-based cannabis products firms Kaya Management Inc. and Alta Supply Inc., the company said. With the closing of the acquisitions, CannaRoyalty will assume the California operations of Kaya and Alta Supply.
CannaRoyalty has already substantially increased the revenue potential of Kaya by securing the exclusive statewide manufacturing and distribution rights to Bhang edibles (acquired February 22, 2018). Together, Alta Supply and the former manufacturers of Bhang vaporisers and edibles generated approximately USD 11.5m in consolidated revenue in fiscal 2017.
Status: Closed



-HYDRO ONE AND AVISTA FILE SETTLEMENT IN WASHINGTON MERGER CASE

Canada-based electricity transmission and distribution provider Hydro One Ltd. (TSX: H) and Washington, US-based energy company Avista Corp. (NYSE: AVA) have filed an all-parties, all-issues settlement agreement in the merger proceeding before the Washington Utilities and Transportation Commission, the companies said.
This represents a full settlement which all parties, including Commission Staff, have agreed is in the public interest and should be accepted by the Commission. The settlement includes financial and non-financial commitments. No costs associated with the transaction will be recovered from Avista or Hydro One customers.
Status: Agreed



-GENERAL MILLS PRICES STOCK OFFERING IN CONNECTION WITH PENDING BLUE BUFFALO PET PRODUCTS ACQUISITION

US-based food producer General Mills, Inc. (NYSE: GIS) has priced an underwritten public offering of 22,727,273 shares of its common stock, par value USD 0.10 per share, at a public offering price of USD 44 per share, the company said.
In addition, General Mills has granted the underwriters in the Equity offering a 30-day option to purchase up to an additional 2,272,727 shares of its common stock. The Equity offering is expected to close on April 2, 2018, subject to customary closing conditions. The net proceeds from the Equity offering will be approximately USD 970m after deducting underwriting discounts and commissions and estimated offering expenses payable by General Mills.
Status: Agreed



-LIBERTY HEALTH SCIENCES TO ACQUIRE CONTROLLING STAKE IN MASSACHUSETTS CULTIVATION, DISPENSARY OPERATION

Canadian medical cannabis operator and investor Liberty Health Sciences Inc. (CSE: LHS) (OTCQX: LHSIF) has agreed to acquire a 75% ownership interest in Massachusetts, US-based medical cannabis firm William Noyes Webster Foundation, Inc. for USD 16m, pursuant to a binding term sheet, the company said.
WNWF owns an integrated medical cannabis license in the Commonwealth of Massachusetts and has a cultivation facility and a dispensary location both nearing completion, as well as leases and local governmental approvals in place for two additional dispensary locations.
Status: Agreed



-ALBERTSONS CLEARS US ANTITRUST HURDLE IN ACQUISITION OF DRUGSTORE OPERATOR RITE AID

The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has passed in connection with US-based grocery retailer Albertsons Companies' pending acquisition of US-based drugstore operator Rite Aid Corp. (NYSE: RAD), the companies said.
Albertsons said the expiration of the waiting period under the HSR Act satisfies one of the conditions to the closing of the merger, which remains subject to other customary closing conditions, including but not limited to the approval of Rite Aid's stockholders.
Status: Agreed



-JXTGE SELLS CELL CULTURE MEDIA AND PRODUCTS SUPPLIER IRVINE SCIENTIFIC TO FUJIFILM

Japanese petroleum company JXTG Nippon Oil and Energy Corp. has agreed to sell Irvine Scientific Sales Company, Inc. and IS Japan Co., Ltd. to Japanese technology firm FujiFilm Corp., the company said.
JXTG Energy acquired Irvine Scientific in 1987 and launched IS Japan in 1989; both companies have continuously expanded to become significant suppliers of cell culture media and products to the biopharmaceutical, cell therapy and medical markets in their respective regions.
Status: Agreed



-EASTERLY ACQUISITION EXTENDS DEADLINE TO COMPLETE COMBINATION WITH JH CAPITAL

US-based asset management firm Easterly Acquisition Corp. (NASDAQ: EACQ) stockholders have voted to extend the deadline to complete an initial business combination to 30 June 2018, the company said. Stockholders representing 95.3% of the stockholder base voted, with all of the votes cast in favour of extending the time that Easterly has to complete its initial business combination.
7,035 shares of common stock were redeemed by existing Easterly stockholders in connection with the extension, leaving approximately USD 153m cash in trust after redemptions. Easterly obtained the extension to allow it more time to complete its previously announced business combination with JH Capital Group Holdings, LLC.
Status: Agreed



-CAPSTONE HEADWATERS ADVISED PURPLE INNOVATION ON ITS SALE TO GLOBAL PARTNER ACQUISITION

US-based investment banking firm Capstone Headwaters advised Utah, US-based mattress, bedding and cushioning products manufacturer Purple Innovation, LLC on its sale to US-based special purpose acquisition company Global Partner Acquisition Corp. (NASDAQ: GPAC), the firm said.
The transaction was approved at a special meeting of the company's stockholders held on 2 February 2018. Purple Innovation will become a subsidiary of GPAC, based on an initial enterprise value of approximately USD 900m. Global Partner acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganisation or similar business combination.
Status: Agreed



-PENNSYLVANIA GAMING WINS SHAREHOLDER NOD FOR ACQUISITION OF PINNACLE ENTERTAINMENT

Shareholders of Pennsylvania, US-based casino operator Penn National Gaming, Inc.'s (PENN: NASDAQ) have approved Penn's proposal to issue shares of Penn common stock to stockholders of Nevada, US-based Pinnacle Entertainment, Inc. (NASDAQ: PNK)in connection with Penn's pending acquisition of Pinnacle.
Completion of the proposed transaction is contingent on receipt of additional regulatory approvals, as well as certain other conditions. Penn National and Pinnacle recently announced that both companies will hold special shareholder meetings on March 29th to vote on matters related to the acquisition. Last December, Penn National Gaming and Pinnacle Entertainment entered into a definitive agreement under which Penn National will acquire Pinnacle in a cash and stock transaction valued at approximately USD 2.8bn.
Status: Agreed



-HOME HEALTHCARE PROVIDERS LHC GROUP, ALMOST FAMILY WIN SHAREHOLDER NODS, CLOSE MERGER

Shareholders of both US-based healthcare services provider LHC Group, Inc. (NASDAQ: LHCG) and US-based home healthcare services provider Almost Family, Inc. (NASDAQ: AFAM) have approved a merger between the two companies at their respective special meetings, the companies said.
Following the special meetings, the two companies closed the merger. The deal is worth USD 983.1m. Consistent with previous announcements, LHC Group expects to update its 2018 guidance to include the operations of Almost Family for fiscal 2018 following the effectiveness of the merger.
Status: Agreed



-BUTTERFIELD CLOSES ACQUISITION OF GLOBAL TRUST SOLUTIONS BUSINESS FROM DEUTSCHE BANK

Bermuda-based bank and wealth manager Bank of N.T. Butterfield and Son Ltd. (NYSE: NTB) (BSX: NTB) has closed the acquisition of Global Trust Solutions (GTS) business from Germany based financial institution Deutsche Bank, excluding its US operations, the company said.
Upon completion of the transaction, Butterfield will take over the ongoing management and administration of the GTS portfolio, comprising approximately 1,000 trust structures for some 900 private clients. Butterfield is also offering positions to all employees who are fully dedicated to GTS in the Cayman Islands, Guernsey, Switzerland, Singapore and Mauritius.
Status: Closed



-E2OPEN WITHDRAWS USD 10.50/SHARE OFFER FOR TRADE MANAGEMENT SOLUTIONS FIRM AMBER ROAD
Texas, US-based cloud supply chain management software company E2open has withdrawn its offer to acquire New Jersey, US-based cloud-based global trade management solutions provider Amber Road, Inc. (NYSE: AMBR), the company said.
Last month, the company announced it was looking to engage in discussions regarding E2open's acquisition of all of the outstanding shares of common stock of Amber Road for USD 10.50 per share in cash. As of late last week E2open complained that Amber Road's board had not engaged in discussions, so the offer was withdrawn. E2open said the offer represented a premium of more than 50% over the stock's unaffected price of USD 6.89.
Status: Terminated



-US LAW FIRMS FOLEY AND LARDNER, GARDERE WYNNE SEWELL COMPLETE MERGER

Milwaukee, US-based law firm Foley and Lardner LLP and Dallas, US-based law firm Gardere Wynne Sewell LLP have closed a merger of the two firms, the firms said. The combined firm will have approximately 1,100 lawyers in 24 offices in the United States, Mexico, Asia and Europe.
More specifically, Foley will now have a presence in Texas (Austin, Dallas and Houston), Denver and Mexico City--a gateway into Latin America to the benefit of clients and attorneys in transactional and cross-border matters. Similarly, Gardere clients and attorneys will benefit from Foley's strong presence in the Midwest, the East and West Coasts and Florida, as well as Belgium and Tokyo.
Status: Closed



-FERRERO CLOSES ACQUISITION OF NESTLE USA'S CONFECTIONARY BUSINESS

Italy based confectionary company The Ferrero Group and its affiliated companies have closed the acquisition of the US confectionary business of Switzerland-based Nestlé for USD 2.8bn to enhance its product portfolio, the company said.
Ferrero acquired Nestlé's USD 900m confectionary business in a cash transaction. Nestlé USA's confectionary business includes more than 20 iconic American brands, including chocolate favorites such as Butterfinger, BabyRuth, 100Grand, Raisinets, Wonka and the exclusive right to the Crunch brand for confectionary and certain categories in the US, as well as sugar brands such as SweeTarts, LaffyTaffy, and Nerds.
Status: Closed



-REGULATORS CLEAR USD 39M MERGER OF PEOPLE'S BANCORP, ASB FINANCIAL
Ohio, US-based diversified financial services holding company Peoples Bancorp Inc. (NASDAQ: PEBO) has received all necessary regulatory approvals for the merger between Peoples and Ohio, US-based savings and loan holding company ASB Financial Corp. (OTC: ASBN) in a transaction valued at USD 39.6m, the company said.
On 9 March 2018, the shareholders of ASB approved the merger with Peoples through adoption of the previously announced definitive merger agreement, pursuant to which ASB will merge with and into Peoples, and American Savings Bank will subsequently merge with and into Peoples Bank. Peoples expects that the closing of the merger with ASB will occur early in 2Q18.
Status: Agreed



-DST SYSTEMS WINS SHAREHOLDER NOD FOR USD 5.4BN SS/C BUYOUT

Shareholders of Missouri, US-based information processing and servicing solutions provider DST Systems, Inc. (NYSE: DST) have approved the company's pending acquisition by Connecticut, US-based financial services software and software-enabled services provider SS and C Technologies Holdings, Inc. (NASDAQ: SSNC), the company said.
This deal was announced on 11 January. DST entered into a definitive agreement wherein SS and C will acquire DST in an all-cash transaction for USD 84 per share plus assumption of debt. The parties have received all antitrust or competition authority approvals required to consummate the transaction, including early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Status: Agreed



-ENERGIZER CLEARS US ANTITRUST HURDLE IN USD 2BN ACQUISITION OF SPECTRUM BRANDS' BATTERY BUSINESS

The Federal Trade Commission has allowed expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to Missouri, US-based batteries and portable lighting products manufacturer Energizer Holdings, Inc.'s (NYSE: ENR) pending acquisition of the global battery and portable lighting business of Spectrum Brands (NYSE: SPB) for USD 2bn in cash, the company said.
The expiration of the waiting period under the HSR Act satisfies one of the closing conditions of the pending transaction. The transaction remains subject to other customary closing conditions, including regulatory approvals in several jurisdictions outside the United States.
Status: Agreed

-INTEL RECEIVES FINAL JUDGMENT IN ACQUISITION OF MOBILEYE

California, US-based technology company Intel Corp. (NASDAQ: INTC) has announced its wholly owned subsidiary Cyclops Holdings, LLC has received a final judgment from Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeals (Gerechtshof Amsterdam) in acquisition of all remaining outstanding shares of Israeli-based technology company Mobileye B.V., the company said.

The Enterprise Chamber has ordered all minority Mobileye shareholders to transfer their Mobileye shares to Cyclops in exchange for a payment of USD 63.54 per share in cash, increased by statutory interest accrued from August 21, 2017 until the date such Mobileye shares are transferred to Cyclops.

Status: Agreed



-WHI REAL ESTATE PARTNERS CLOSES FUND IV WITH CAPITAL COMMITMENTS OF USD 302M

Chicago, US-based investment firm WHI Real Estate Partners L.P. (WHIREP) has closed WHI Real Estate Partners IV, L.P. fund with capital commitments of USD 285m, and an affiliated co-investment partnership with USD 17m of capital commitments, exceeding the fund's USD 250m target, the company said.

WHIREP said it expects to invest the fund in a broad range of office, industrial, residential, hotel, retail and other properties throughout the United States, continuing the opportunistic investment programme of WHIREP's predecessor funds.

Status: Closed



-CHINA-BASED THUNDERSOFT FINALISES ACQUISITION OF MM SOLUTIONS

China-based intelligent platform technology provider Thunder Software Technology Co., Ltd (SZ:300496) has completed the acquisition of graphics and imaging technology company MM Solutions, the company said. 

ThunderSoft will integrate the technologies of MM Solutions into its own platforms and further enhance its intelligent vision solutions. With AI technologies, a traditional camera will be upgraded to an intelligent camera. Through acquisition of MM Solutions, ThunderSoft will be in a position to offer the top competitive vision solutions.

Status: Closed

-ETERNITY HEALTHCARE FINALISES ACQUISITION OF BIOTECH COMPANY TONGREN

Canada-based medical device company Eternity Healthcare Inc. (OTC: ETAH) has finalised the registration of its acquisition of stem cell therapy service provider Guizhou Tongren Healthy China Biotechnology Co., Ltd. with the Tongren Administration Bureau for Industry and Commerce, the company said.

This represents the completion of the establishment of organisational structure necessary for Eternity to launch its stem cell harvesting, storage, transformation and treatment service in Tongren City, Guizhou Province, China. Guizhou Province is located in southwest China with a population of 35.5m.

Status: Closed



-ACCENTURE TO ACQUIRE MXM FROM MEREDITH TO DEEPEN MARKETING CAPABILITIES

Ireland-based global management consulting and professional services firm Accenture has agreed to acquire Meredith Xcelerated Marketing (MXM) from Iowa-based media conglomerate Meredith Corp. (NYSE: MDP), the company said.

Meredith said the transaction will not have a material effect on its fiscal 2018 financial results. The acquisition is expected to close within 60 days, subject to customary closing conditions.

Status: Agreed


-USI INSURANCE TO ACQUIRE KEY INSURANCE/BENEFITS SERVICES TO EXPAND BROKERAGE OPERATIONS

New York, US-based insurance brokerage and consulting firm USI Insurance Services has agreed to acquire Ohio, US-based Key Insurance and Benefits Services, Inc. acquired in KeyCorp's 2016 merger with First Niagara Financial Group to expand brokerage operations, the company said.

USI said the deal gives USI an expanded geographic presence.

Status: Agreed



-BELGIUM-BASED GENAE ACQUIRES HILBERT PARADOX TO ACCELERATE DIGITAL HEALTH RESEARCH
Belgium-based medical industry services provider genae has acquired digital health data management platform Hilbert Paradox to accelerate research in digital health and data-driven services, the company said.

genae said the HPX technology will be incorporated in genae's staicy platform, which processes large datasets from connected and diagnostic devices, websites and applications in the field of genomics, biosensors and wearables. HPX' services will integrate with genae's digital health division. 

Status: Closed