Deal Pipeline
Wednesday 02 March 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-MEDICAL MUTUAL OF OHIO TO ACQUIRE INSURANCE BUSINESS OF HEALTHSPAN
US-based Medical Mutual of Ohio is acquiring the 105,000 members in the group and individual health insurance business of HealthSpan Partners, the company said. As part of the agreement and to help with the transition, HealthSpan is endorsing Medical Mutual as its replacement carrier.
Founded in 1934, Medical Mutual of Ohio is the oldest and largest health insurance company based in Ohio.
Status: Agreed

-IPSA GROUP CLOSES GBP 1.866M SALE OF BLAZEWAY ENGINEERING
UK-based IPSA Group plc (AIM: IPSA), a power generation company operating in South Africa, has agreed to sell Blazeway Engineering Ltd. to Sloane Corp. Ltd., the company said.
The deal is subject to the satisfaction of conditions precedent including the approval of the transaction by the company's shareholders. Blazeway is the UK holding company, which owns Newcastle Cogeneration Proprietary Ltd. the company's operating subsidiary in South Africa.
Status: Closed

-WELOCALIZE ACQUIRES UK MULTILINGUAL DIGITAL MARKETING AGENCY ADAPT
US-based translation and localisation solutions company Welocalize has acquired UK-based digital marketing agency Adapt Worldwide, the company said. Adapt Worldwide was formerly known as Traffic Optimiser, and is based in London.
The agency provides specialised multilingual digital marketing services to brand leaders and global organisations across multiple industries including consumer products, technology, manufacturing, leisure, retail, food, travel and hospitality. 
Status: Closed

-VCA TO ACQUIRE MAJORITY STAKE IN COMPANION ANIMAL PRACTICES NORTH AMERICA FOR USD 344M
US-based animal healthcare company VCA Inc. (NASDAQ: WOOF) has signed a definitive agreement for VCA to acquire an 80% ownership interest in Companion Animal Practices, North America (CAPNA) for USD 344m. CAPNA, located in Las Vegas, Nevada operates a network of 56 free standing animal hospitals.
The acquisition is conditioned upon the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions. Closing is expected between April and July 2016.
Status: Agreed

-US DIAGNOSTICS COMPANY CAREDX REVISES TIMELINE FOR ACQUISITION OF SWEDEN'S ALLENEX
US-based molecular diagnostics company CareDx, Inc. (NASDAQ: CDNA) is revising its timeline for the closing of its acquisition of Swedish life science company Allenex AB (STO: ALNX), the company said.
Last December, the companies agreed a deal under which CareDx would acquire Allenex for around USD 35m. The previously announced timeline was based on both the approval from the Swedish financial regulator and the planned publication of the prospectus on 29 February 2016.
Status: Agreed

-ANADIGICS ENTERS AMENDED USD 0.85/SHARE DEAL WITH II-VI
US-based radio frequency solutions provider Anadigics, Inc.'s (NASDAQ: ANAD) has revised a deal announced on 15 January under which an affiliate of II-VI would acquire all of the outstanding shares of Anadigics common stock on a fully diluted basis for USD 0.66 per share net in cash, pursuant to an all-cash tender offer and second-step merger, the company said.
Last week, the Anadigics board determined that a 24 February "Party B" proposed merger agreement constituted a superior offer to the II-VI deal. Among the proposed amended terms set forth in the II-VI proposed amendment is the increase from USD 0.66 to USD 0.85 of the per-share offer price set forth in the II-VI merger agreement and the extension of a loan to Anadigics, on the terms set forth in a proposed loan agreement submitted as part of the amendment.
Status: Agreed

-ICAHN ENTERPRISE MAKES BID FOR REMAINING SHARES IN AUTOMOTIVE SUPPLIER FEDERAL-MOGUL
US-based automotive supplier Federal-Mogul Holdings Corp. (NASDAQ: FDML) has received a proposal from its majority shareholder, US investment firm Icahn Enterprises L.P., to purchase the shares of Federal-Mogul common stock not owned by IEP in a merger transaction pursuant to which the Federal-Mogul shareholders would receive USD 7 in cash for each of their Federal-Mogul shares, the company said.
This offer values the remaining stake at around USD 213m.
Status: Bidding

-LKQ TO ACQUIRE AUTOMOTIVE GLASS MAKER PITTSBURGH GLASS WORKS FOR USD 635M
US-based auto parts distributor LKQ Corp. (NASDAQ: LKQ) has signed a definitive agreement to acquire US-based automotive glass maker Pittsburgh Glass Works LLC from private equity firm Kohlberg and company LLC and PPG Industries, Inc. for an enterprise value of USD 635m, the company said.
PGW is a global distributor and manufacturer of automotive glass products. The company's business comprises wholesale and retail distribution services, automotive glass manufacturing, and retailer alliance partnerships.
Status: Agreed

-DIVERSICARE EXERCISES REAL ESTATE PURCHASE OPTIONS
US-based long-term care services provider Diversicare Healthcare Services, Inc. (NASDAQ: DVCR) has exercised its real estate purchase options for Diversicare of Hutchinson in Hutchinson, Kansas and Clinton Place in Clinton, Kentucky for USD 4.25m and USD 3.3m, respectively, the company said.
Diversicare has operated these facilities since February 2015 and April 2012, respectively. In conjunction with the execution of the purchase options, the company has closed on the refinancing of its primary debt facility, led by The PrivateBank out of Chicago, IL.
Status: Closed

-BELCAN CLOSES ACQUISITION OF UK ENGINEERING CONSULTANCY
US-based global engineering consultancy services and technical staffing solutions provider Belcan, LLC has closed its acquisition of UK-based engineering consultancy East Kilbride Engineering Services (EKES), the company said.
The transaction was initially announced on January 27, 2016. EKES, founded in 1996 by former Rolls-Royce aero engineers, provides engineering solutions and recruitment services in the UK and Europe to engineering firms and manufacturers in a range of sectors, including aerospace, marine, nuclear energy, and oil and gas.
Status: Closed

-CITI TO ACQUIRE COSTCO US CO-BRAND CARD PORTFOLIO FROM AMERICAN EXPRESS
US-based financial services firm Citi (NYSE: C) has signed a definitive agreement with American Express to acquire Costco's US co-brand credit card portfolio, the firm said.
The transaction is expected to close in mid-2016 at which time Citi will begin issuing Costco credit cards. Citi is currently working with Costco. The firm does not expect the impact of the acquisition and conversion to be material to its earnings in 2016.
Status: Agreed

-DELL, EMC WIN EC CLEARANCE FOR USD 67BN MERGER
The European Commission has granted unconditional clearance to US-based PC maker Dell Inc. and US-based storage company EMC Corp's (NYSE: EMC) proposed combination.
This deal won US antitrust clearance last week. It remains subject to approval by EMC's shareholders, regulatory clearance in certain other jurisdictions and other customary closing conditions. Last October, the companies signed a definitive agreement under which Dell, together with its owners, Michael S. Dell, founder, chairman and chief executive officer of Dell, MSD Partners and US-based technology investor Silver Lake will acquire EMC Corp., while maintaining VMware as a publicly-traded company.
Status: Agreed

-PIPER JAFFRAY CLOSES ACQUISITION OF UK ENERGY INVESTMENT BANK SIMMONS AND CO.
US-based investment bank and asset management firm Piper Jaffray Cos. (NYSE: PJC) has closed its acquisition of UK-based investment bank Simmons and Co. International for approximately USD 139m in cash and stock, the firm said.
Founded in 1974, Simmons is one of the largest independent investment banks specialising in the energy industry, offering M/A advisory, capital markets execution and investment research.
Status: Closed

-KINGSTON DIGITAL FINALISES INTEGRATION OF PLANS FOR RECENTLY ACQUIRED IRONKEY
US-based tech company Kingston Technology Co, Inc's Kingston Digital, Inc. Flash memory affiliate has finalised the integration plans for its recently-acquired IronKey business, the company said. Last month, Kingston Digital acquired the USB technology and assets of US- based encryptor IronKey from US-based technology corporation Imation Corp. (NYSE: IMN).
Related to Kingston's acquisition, US-based encryption services company DataLocker Inc. has purchased the IronKey Enterprise Management Services (EMS) platform which provides centralized management to encrypted USB drives.
Status: Closed

-PROXY ADVISORY ISS RECOMMENDS SANDISK STOCKHOLDERS VOTE FOR WESTERN DIGITAL BUYOUT
US-based proxy advisory research firm Institutional Shareholder Services is recommending that shareholders of flash memory company SanDisk vote to adopt an agreement and plan of merger with US-based storage specialist Western Digital Corp. (NASDAQ: WDC), at a special meeting of shareholders to be held on 15 March 15, SanDisk said.
The SanDisk board is also urging a "For" vote from shareholders. ISS also recommended a "For" vote from Western Digital shareholders, who will meet on the same day. Western Digital recently affirmed its commitment to the acquisition of SanDisk and announced that the shareholders of SanDisk will receive the alternate merger consideration as outlined in the merger agreement following the decision of China's Unisplendour to pull out of the deal, taking its USD 3.775bn support.
Status: Agreed

-FRENCH DRUG DEVELOPER ONXEO ACQUIRES DNA THERAPEUTICS
French orphan oncology therapeutics specialist Onxeo S.A. (PAR: ONXEO) (NASDAQ OMX: ONXEO) has reached an agreement to acquire Danish biopharmaceutical company DNA Therapeutics, the company said.
DNA Therapeutics is a privately-held, clinical-stage company known for its signal-interfering DNA (siDNA) repair technology, which is directed at overcoming cancer resistance mechanisms, and includes lead product candidate DT01. The acquisition, which is subject to customary closing conditions, is expected to close by the end of March 2016.
Status: Closed

-US LABOUR UNION SEEKS TO BLOCK GAMING AND LEISURE'S PURCHASE OF TWO PINNACLE ENTERTAINMENT CASINOS
Attorneys for US labour union Unite Here filed a petition for administrative review of an order enabling Pinnacle Entertainment (NASDAQ: PNK) to sell two Indiana casinos to Gaming and Leisure Properties, Inc. (NASDAQ: GLPI).
The union claims the sale violates Indiana law which requires that "a person may not have an ownership interest in more than two riverboat owner's licenses." Pinnacle Entertainment currently owns and operates two casinos in Indiana, the Belterra and Ameristar East Chicago. GLPI already owns one casino in Indiana, the Hollywood Lawrenceburg operated by Penn National Gaming (NASDAQ: PENN). Last July, GLPI announced it had entered into an agreement to acquire 14 of Pinnacle Entertainment's 15 casinos for USD 4.1bn and lease them back to Pinnacle under a master lease agreement.
Status: Agreed

-PROCTER AND GAMBLE COMPLETES TRANSFER OF DURACELL TO BERKSHIRE HATHAWAY
US-based consumer products company Procter and Gamble (NYSE: PG) has completed the transfer of its Duracell battery business to Warren Buffett's Berkshire Hathaway, the company said.
P/G said the split transaction involved P/G contributing approximately USD 1.8bn in cash to the Duracell company in a pre-transaction recapitalisation in exchange for Berkshire Hathaway's 52m shares of P/G stock. The deal with Berkshire Hathaway was announced in November 2014. Duracell was acquired by P/G in 2005 as part of its acquisition of The Gillette Co.
Status: Closed

-CIT ARRANGES USD 50M+ FINANCING OF YORK CAPITAL MANAGEMENT ACQUISITION OF HRI HOLDING
US-based commercial lending and leasing services firm CIT Group Inc.'s (NYSE: CIT) CIT Commercial and Industrial Finance served as sole lead arranger for an over USD 50m senior secured credit facility to support the acquisition of US-based restaurant holding company HRI Holding Corp. by private investment firm York Capital Management, CIT said.
HRI is focused on polished casual dining and fine dining that develops and owns several restaurant concepts comprising over 90 company-owned and franchised locations across the United States.
Status: Closed

-SUN LIFE FINANCIAL CLOSES USD 975M ACQUISITION OF ASSURANT'S US EMPLOYEE BENEFITS UNIT
Canadian financial services group Sun Life Financial Inc. (TSX: SLF) (NYSE: SLF) has closed the acquisition of US-based insurer Assurant, Inc.'s (NYSE: AIZ) Employee Benefits business for a net investment of USD 975m, the company said.
The transaction creates the sixth largest group benefits business in the US, with the combined business having one of the broadest product portfolios in the industry. Sun Life said that the transaction will add new capabilities to the Sun Life US Group Benefits business, including a strong dental business with the second largest proprietary provider network in the US.
Status: Closed

-GE CLOSES SALE OF NORTH AMERICAN COMMERCIAL LENDING, LEASING BUSINESSES TO WELLS FARGO
US-based industrial company GE (NYSE: GE) has completed the sale of the majority of its North American commercial lending and leasing businesses to US-based financial services firm Wells Fargo and Co. (NYSE: WFC), the company said.
The sale to Wells Fargo includes GE Capital's Global Commercial Distribution Finance, Vendor Finance and Corporate Finance platforms, representing ending net investment of approximately USD 29bn (USD 31bn of assets).
Status: Closed

-US HEALTHWORKS ACQUIRES COLORADO'S ARBOR OCCUPATIONAL MEDICINE
US-based occupational health and urgent care centre operator US HealthWorks has acquired Colorado, US-based Arbor Occupational Medicine, the company said. Arbor Occupational Medicine operates four occupational care centres with ancillary physical therapy services in the Front Range region.
The acquisition gives US HealthWorks its first presence in Colorado. These four centres will enable US HealthWorks to deliver occupational health care to patients in the Front Range region and brings the total number of US HealthWorks medical and worksite clinics to 231 nationwide in 21 states.
Status: Closed

-QUANTROS ACQUIRES HEALTHCARE INFORMATION SERVICES FIRM COMPARION MEDICAL ANALYTICS
US-based healthcare software and technology provider Quantros, Inc. has acquired US-based healthcare information services Comparion Medical Analytics, Quantros said.
Quantros said that the deal strengthens its portfolio of enterprise, SaaS-based solutions for monitoring, reporting and measuring clinical and financial performance across inpatient and outpatient care settings. It enhances Quantros' capabilities for the electronic collection, reporting and exchange of clinical quality measures data for payment determination and quality/safety performance improvement.
Status: Closed

-COMMUNITY HEALTH SYSTEMS ACQUIRES HOSPITALS IN LA PORTE AND KNOX, INDIANA, USA
A subsidiary of US-based hospital operator Community Health Systems, Inc. (NYSE: CYH) has acquired an 80% ownership interest in a joint venture entity with Indiana University Health that includes substantially all of the assets of 227-bed IU Health La Porte Hospital in La Porte, Indiana, 50-bed IU Health Starke Hospital in Knox, Indiana, and affiliated outpatient centers and physician practices, the company said.
IU Health La Porte and Starke Hospitals are located in Northwest Indiana near Porter Health Care System in Valparaiso, a CHS-affiliated network that includes two acute care facilities. This acquisition brings the total number of CHS-affiliated hospitals in Indiana to 11.
Status: Closed

-DECISION RESOURCES ACQUIRES US PHARMACY BENEFIT SOFTWARE SPECIALIST ADAPTIVE
US-based Decision Resources Group (DRG) has acquired US-based pharmacy benefit and formulary management software provider Adaptive Software, the company said.
DRG said it is building on its history of serving healthcare payers with its formulary and health plan data products. The acquisition of Adaptive represents a further push for DRG into the payer market. The addition of Adaptive augments DRG's role in providing data, insight and software solutions required to answer critical questions relating to drug efficacy, pricing, market access, contracting strategies and benefit design.
Status: Closed

-LUND INTERNATIONAL ACQUIRES TRUCK ACCESSORIES MAKER ROLL-N-LOCK
US-based automotive accessories maker Lund International has acquired US-based aftermarket truck accessories maker Roll-N-Lock Corp., the company said.
Lund International is a portfolio company of private equity firm Highlander Partners, L.P. Terms of the deal were not disclosed. Roll-N-Lock, headquartered in Pompano Beach, Florida, is a designer and manufacturer of retractable tonneau covers and other cargo management products for light trucks.
Status: Closed

-GOPRO TO ACQUIRE MOBILE EDITING APPS SPLICE, REPLAY
US-based mobile image capture specialist GoPro, Inc. (NASDAQ: GPRO) has inked agreements to acquire two mobile video editing apps Replay and Splice, the company said. GoPro said that merging Replay and Splice into its mobile strategy accelerates the company's ability to deliver convenient-yet-powerful mobile editing solutions to GoPro customers and smartphone users.
Replay, developed by Stupeflix in Paris, France, is an app that allows users to quickly select video clips and photos and automatically combines them into a single video complete with transition effects, graphics, and synchronized music.
Status: Agreed

-CANADIAN ASSET MANAGER FIERA CAPITAL ACQUIRES APEX CAPITAL MANAGEMENT FOR USD 145M
Canadian asset management firm Fiera Capital Corp. (TSX: FSZ) has agreed to acquire US-based growth equity manager Apex Capital Management via its Fiera US Holding Inc subsidiary, Fiera said.
Apex Capital Management had approximately USD 7.1bn in assets under management as at December 31, 2015. This transaction will more than double Fiera Capital's presence in the US institutional and sub-advisory retail markets and increase total AUM to over CDN 111bn.
Status: Closed

-SNYDER'S-LANCE CLOSES USD 1.91BN ACQUISITION OF SNACK AND NUT FIRM DIAMOND FOODS
US-based snack food maker Snyder's-Lance, Inc. (NASDAQ: LNCE) has closed its acquisition of all outstanding shares of Diamond Foods, Inc. (NASDAQ: DMND) in a cash and stock merger transaction for approximately USD 1.91bn, including the assumption of approximately USD 640m of indebtedness, the company said.
Under the terms of the agreement, Diamond Foods stockholders receive 0.775Snyder's-Lance shares and USD 12.50 in cash per share of Diamond Foods. The agreement has been approved by the boards of directors of both companies, who recommend that their respective stockholders approve the transaction.
Status: Closed

-FORTUNA REALTY CLOSES USD 60M ACQUISITION OF MANHATTAN WYNDHAM HOTEL
US-based property investor and developer Fortuna Realty Group, LLC has finalised a transaction to acquire a Wyndham franchised hotel located at 37 West 24th Street in the Flatiron District, the firm said.
The new acquisition is set to join the ranks of the company's portfolio of lifestyle hotels including Hotel Hugo, Hotel Indigo Chelsea and The Garden City Hotel. Represented by Wayne Cook and David Glanz of law firm Windels Marx, LLP and lender US Trust, Bank of America, Fortuna Realty Group, LLC inked the USD 60m deal for the property, which was placed into contract at an auction on 15 December 2015.
Status: Closed

-SYNCRONESS TO ACQUIRE COLORADO'S MAGPIE SOFTWARE
US-based IT company Syncroness has agreed to acquire Colorado, US-based software designer Magpie Software, the firm said. This acquisition will reinforce and expand Syncroness' product development team.
Syncroness said that the addition will strengthen Syncroness' position in the health and wellness, aerospace, and industrial equipment markets. With 100 employees, Syncroness partners with clients to address the business and technical challenges inherent in developing complex products.
Status: Agreed

-HONEYWELL ACQUIRES GERMAN FIELD SERVICE APPLICATIONS SPECIALIST MOVILIZER
US-based conglomerate Honeywell (NYSE: HON) has completed its acquisition of German field service applications specialist Movilizer, the company said.
Movilizer created one of the first cloud platforms for field service applications. It is used by remote workers performing service or maintenance, sales and distribution, and warehousing activities away from the office. Movilizer's cloud software enables a distributed workforce to create, deploy and manage workflow solutions whether at the point of sale, in the field, in a warehouse or distribution center.
Status: Closed