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

-SWEDISH DISTRESSED ASSET MANAGER DDM CLOSES ACQUISITION OF HUNGARIAN LEASING FIRM
Swedish investor and distressed asset manager DDM Holding AG has finalised the acquisition of Hungarian leasing company Lombard Pénzügyi és Lízing Rt., the company said.
DDM received the final approval from the Hungarian National Bank and has as a consequence finalised the acquisition of Lombard. The acquired business has its head office in Szeged, Hungary.
Status: Closed

-CHINA REGULATOR CLEARS FEDEX, TNT TIE-UP
US-based logistics company FedEx Corp. (NYSE: FDX), FedEx acquisition B.V. and Dutch package delivery firm TNT Express N.V. have obtained the unconditional approval of the Ministry of Commerce People's Republic of China (MOFCOM) in connection with FedEx's offer to acquire TNT, the companies said.
With the approval of MOFCOM, a condition of the offer with respect to competition clearances has now been fulfilled. The acceptance period for the offer will end on 13 May 2016. This acceptance period had been extended back in November, 2015, to allow the companies more time to obtain regulatory clearances. Under a deal agreed last year, Fedex will buy the Dutch firm for around EUR 4.4bn (USD 5.05bn).
Status: Agreed

-ANTARES CAPITAL LEADS CREDIT LINE FOR ABRY PARTNERS ACQUISITION OF MOTOR VEHICLE SAFETY SOFTWARE FIRM
US-based middle market financing company Antares Capital announced is serving as administrative agent, lead arranger and bookrunner on a senior secured credit facility to support the acquisition of SambaSafety by private equity firm Abry Partners, the company said.
Headquartered in Albuquerque, New Mexico, SambaSafety provides driving and fleet safety solutions and motor vehicle records to every industry across the US. Since 1998, SambaSafety has offered cloud-based risk management solutions for organisations with commercial and non-commercial drivers.
Status: Agreed

-TRISTATE CAPITAL CLOSES ACQUISITION OF INVESTMENT MANAGER KILLEN
US-based bank holding company TriState Capital Holdings, Inc. (NASDAQ: TSC) has closed its acquisition of investment management firm The Killen Group, Inc., TriState said. Killen is the advisor to The Berwyn Funds.
Currently, TKG and TriState Capital's Chartwell Investment Partners subsidiary would have pro forma investment management fees of USD 44.3m, representing 38% of total company revenue, for the 12 months ending Sept. 30, 2015, as well as a weighted average fee rate of 0.41% during the period.
Status: Closed

-UNITED INSURANCE CLOSES USD 57M INTERBORO INSURANCE ACQUISITION
US-based property and casualty insurer United Insurance Holdings Corp. (NASDAQ: UIHC) has closed its acquisition of New York-domiciled property and casualty insurer Interboro Insurance Co, the company said.
UPC Insurance acquired all of the issued and outstanding common stock of Interboro Insurance company for USD 57m. Interboro Insurance is authorised in New York, South Carolina, Alabama, Louisiana, and Washington, DC. Under the deal, UPC Insurance paid USD 48.5m of cash at closing and issued an USD 8.5m promissory note, which note will mature in 18 months after closing and bear interest at an annual rate of 6%.
Status: Closed

-INTERVAL LEISURE DELAYS CLOSING ON STARWOOD'S VISTANA BUSINESS
US-based leisure services company Interval Leisure Group, Inc. (NASDAQ: IILG) and US-based hotel operator Starwood Hotels and Resorts Worldwide, Inc. (NYSE: HOT) have delayed the planned closing of ILG's acquisition of Starwood's Vistana Signature Experiences vacation ownership business while both companies work to avoid unnecessary tax withholding under the US Foreign Investment in Real Property Tax Act of 1980 (FIRPTA), the companies said.
Status: Agreed

-HALLIBURTON, BAKER HUGHES TERMINATE MERGER DEAL
US-based oilfield services companies Halliburton Company (NYSE: HAL) and Baker Hughes Inc. (NYSE: BHI) have terminated a merger agreement they entered into in November 2014, the companies said.
In connection with the termination of the merger agreement, Halliburton will pay Baker Hughes the termination fee of USD 3.5bn by 4 May 2016. Under the USD 34.6bn deal, which was agreed last November, Baker Hughes stockholders were to receive 1.12 Halliburton shares plus USD 19.00 in cash for each share they own. The agreement had been unanimously approved by both companies' boards of directors.
Status: Terminated

-INVESTOR CONSORTIUM UPS OFFER FOR APOLLO EDUCATION SHARES
US-based Apollo Education Group, Inc. (NASDAQ: APOL) has received a revised offer from a consortium of investors including The Vistria Group, LLC, funds affiliated with Apollo Global Management, LLC and the Najafi Companies, the company said.
Under the revised terms, which represent a best and final offer, the consortium has increased the price at which it would acquire the company to USD 10.00 per share in cash for both class A and class B shares.
Status: Agreed

-US REITS COUSINS, PARKWAY PROPERTIES TO MERGE, SPIN-OFF COMBINED HOUSTON ASSETS
US-based office REITs Cousins Properties Inc. (NYSE: CUZ) and Parkway Properties, Inc. (NYSE: PKY) have entered into a definitive agreement for a stock-for-stock merger and the simultaneous spin-off of the Houston-based assets of both companies into a new publicly-traded REIT, the companies said.
The transactions will result in two independent and internally-managed office REITs. Under the terms of the agreement, Parkway shareholders will receive 1.63 shares of Cousins stock for each share of Parkway stock they own. This is worth USD 1.95bn.
Status: Agreed

-HALITRON INKS LOIS ON TWO NEW ACQUISITIONS
US-based marketing, and manufacturing business holding company Halitron, Inc. (OTC: HAON) has inked two letters of intent on acquisitions, the company said.
These deals follow on a February announcement, in which the company announced the signing of three letters of intent, and then shortly thereafter, closed on such acquisitions. Halitron has now signed two more letters of intent and expects to close on the target acquisitions by the end of 2Q16.
Status: Agreed

-HOMEBUILDER CLAYTON ACQUIRES TENNESSEE'S GOODALL HOMES
US-based homebuilder Clayton has acquired Gallatin, Tennessee-based Goodall Homes, the company said. Goodall is a builder of new single-family homes, townhomes and condominiums since 1990.
The company is the second site-built housing company to become part of Maryville-based Clayton, a subsidiary of Warren Buffett's Berkshire Hathaway.
Status: Closed

-NITEO PRODUCTS SELLS AUTOMOTIVE APPEARANCE CHEMICALS BRAND EAGLE ONE
US-based automotive appearance and maintenance brand company Niteo Products, LLC has sold the assets of its retail automotive appearance chemicals brand, Eagle One, to HandStands, the company said.
Niteo Products is a portfolio company of Dallas private investment firm Highlander Partners, L.P., while HandStands is a portfolio company of Trivest Partners. The Eagle One brand offers a line of washes, waxes, protectants and accessories.
Status: Closed

-PBF LOGISTICS CLOSES USD 100M ACQUISITION OF FOUR EAST COAST REFINED PRODUCT TERMINALS
A subsidiary of US-based midstream master limited partnership PBF Logistics LP (NYSE: PBFX) has closed an agreement to acquire four refined product terminals located in the greater Philadelphia region from an affiliate of Plains All American Pipeline, L.P. for a total consideration of USD 100m, the company said.
This acquisition expands PBF Logistics' storage and terminalling footprint and introduces third-party customers to the partnership's revenue base. PBF Logistics financed the acquisition through a combination of cash on hand, borrowings from the partnership's senior secured revolving credit facility and equity, which may include common units sold to its sponsor, PBF Energy.
Status: Closed

-ZOOPLA PROPERTY CLOSES GPB 75M ACQUISITION OF PROPERTY SOFTWARE
UK-based digital media and lead generation platform Zoopla Property Group Plc (LSE: ZPLA) has closed the acquisition of UK-based real estate software specialist Property Software Holdings Ltd. for GBP 75m (USD 107.86m), the group said.
Established in 2007, PSG is a UK market provider of software solutions to property professionals, used in over 8,000 agency branches. PSG provides workflow tools to over 40,000 estate and lettings agents across the UK through its cloud-based (Alto,Jupix) and desktop (Vebra, Core, CFP) software products.
Status: Closed

-EASTERN EUROPEAN PROPERTY FUND SELLS ISTANBUL HOLDING
UK-based real estate investor Eastern European Property Fund Ltd. has completed the disposal of the office units on the fifth floor of the Nils Passaj property in Beyoglu, Istanbul, for a cash consideration of USD 85,000 (including VAT), the company said.
The company said that the proceeds from this disposal are in line with the latest independent property valuation. Following this disposal, the company no longer has any interest in the Nils Passaj property.
Status: Closed

-COMMUNITY HEALTH SYSTEMS CLOSES QUORUM HEALTH SPIN-OFF
US-based hospital operator Community Health Systems, Inc. (NYSE: CYH) has completed the spin-off of Quorum Health Corp., the company said.
On 3 August 2015, Community Health Systems announced its plans to form Quorum Health Corp. by spinning off to its stockholders a group of 38 hospitals and Quorum Health Resources, LLC, a hospital management advisory and consulting business.
Status: Closed

-CANDOVER INVESTMENTS TO RECEIVE GBP 11.7M FROM IPO OF TECHNOGYM HOLDING
UK-based private equity firm Candover Investments Plc (LSE: CDI) has partially realised its investment in Italian fitness equipment maker Technogym S.p.A, which is managed by Arle Capital Partners Ltd., the firm said.
The partial realisation follows the initial public offering of Technogym. In the IPO of Technogym, Candover will sell 62.5% of its interest in Technogym for net cash proceeds of GBP 11.7m (USD 17.15m). Candover's remaining interest in Technogym is valued at GBP 7.6m at the IPO price and is subject to a 180 day lock up from the date that shares start trading.
Status: Agreed

-PREMIER OIL CLOSES USD 120M ACQUISITION OF NORTH SEA ASSETS FROM E.ON
UK-based oil company Premier Oil plc (LSE: PMO) has acquired the whole of German energy company E.ON's (ETR: EOAN) UK North Sea assets for a net consideration of USD 120m plus working capital adjustments, the company said.
The proposed acquisition, which will be funded from existing cash resources, adds immediate cash generative production, realises tax synergies on Premier's current around USD 3.5bn UK tax loss position and is accretive to lending covenants.
Status: Closed

-UK COMPETITION AND MARKETS FINDS POSSIBLE SOLUTION TO CLEAR CELESIO/SAINSBURY PHARMACY DEAL
German drug distributor Celesio may have to sell pharmacies in 13 areas of England and Wales for their takeover of UK-based retailer Sainsbury's pharmacies business to get the go-ahead, the UK Competition and Markets Authority said.
Celesio AG is the owner of Lloyds Pharmacy Ltd. In July 2015, the company formed a strategic partnership that will see LloydsPharmacy acquire Sainsbury's pharmacy business for GBP 125m (USD 183.26m). In a summary of their provisional findings, the CMA's inquiry group of independent panel members investigating the merger has identified 13 areas in England and Wales where the two companies' pharmacies are such close competitors that the merger would be expected to lead to a substantial lessening of competition.
Status: Agreed

-ZINCOX RESOURCES CLOSES TRANSFER OF KOREAN RECYCLING PLANT
UK-based zinc concentrate producer ZincOx Resources plc (AIM: ZOX) has completed the transfer of 90% of the shares of Korean recycling plant owner ZincOx (Korea) Ltd. to Korea Zinc Co Ltd., the company said.
The deal was announced on 29 December 2015. Under the deal, Korea Zinc was issued new shares in ZincOx Korea through conversion of the outstanding loans into equity, such that Korea Zinc now owns 90% of ZincOx Korea, which in turn owns 100% of KRP. The company now holds a 10% interest in ZincOx Korea and through this, therefore, an indirect 10% interest in KRP.
Status: Closed

-GREAT PORTLAND ESTATES SELLS LONDON OFFICE PROPERTY FOR GBP 26.95M
UK-based REIT Great Portland Estates plc has exchanged contracts to sell Mortimer House, 37/41 Mortimer Street for a price of GBP 26.95m (USD 39.51m), the company said.
The office property, extending to circa 23,800 sq. ft. net internal area (31,200 sq. ft. gross internal area) is currently vacant, and benefits from consent for a triple B1/A1/A3 use on the ground and basement floors. Great Portland said that the buyer is a new vehicle set up by hotelier Guy Ivesha, in joint venture with Cain Hoy and other private investors, who plan to operate a premium work and lifestyle concept with a strong emphasis on hospitality.
Status: Agreed

-JOHNSON SERVICE ACQUIRES UK LAUNDRY FACILITY OPERATOR PORTGRADE FOR GBP 52.6M
UK-based workwear, textile rental and drycleaning company Johnson Service Group plc (AIM: JSG) has acquired the entire issued share capital of Portgrade Ltd. and its Afonwen Laundry Ltd trading subsidiary for a cash consideration of GBP 52.6m (USD 77.11m) on a debt free, cash free basis, the company said.
Afonwen is a supplier of high volume hotel linen and operates from three laundry facilities in Pwllheli, Reading and Cardiff and a substantial distribution depot in Leeds.
Status: Closed

-BEIJER ALMA SUBSIDIARY BUYS CUSTOM SPRING MAKER JOHN WHILE GROUP
Sweden-based spring and component manufacturer Beijer Alma's (STO: BEIAB) Sweden-based, spring-making subsidiary Lesjöfors has acquired the Singapore-based spring company John While Group, the company said.
The acquisition is expected to have a marginally positive impact on the Beijer Alma Group's earnings for 2016. John While Group specialises in the manufacturing of customised springs. The group's customers include companies in home electronics/white goods as well as the engineering and automotive industries. Its largest markets are China, Thailand, Singapore and Malaysia, which account for approximately 80% of sales. Its customers include US and European companies with operations in Asia.
Status: Closed

-GRAMERCY PROPERTY TRUST ACQUIRES 12-BUILDING INDUSTRIAL PORTFOLIO FOR USD 115.2M
New York-based REIT Gramercy Property Trust (NYSE: GPT) has closed on the acquisition of a 12-building portfolio of industrial facilities for USD 115.2m, the company said.
The portfolio consists of 12 single-tenant net lease industrial assets totaling approximately 1.5 million square feet. The majority of the assets are located in major markets including, New Jersey, Los Angeles, Chicago, Baltimore and Toronto.
Status: Closed

-BAIRD AND WARNER ACQUIRES 161 YEAR OLD CHIGAGO-AREA REALTOR
Chicago, Illinois-based real estate service company Baird and Warner has acquired Hinsdale, Illinois-based residential real estate company Brush Hill Realtors, the company said.
According to the companies, this partnership between two independent real estate brands will enable the companies to combine their existing presence and deliver market expertise with expanded reach and resources for clients across Chicagoland.
Status: Closed

-FORUM ENERGY TECHNOLOGIES ACQUIRES COMPLETION PACKER BUSINESS OF TEAM OIL TOOLS
US-based oilfield products company Forum Energy Technologies, Inc. (NYSE: FET) has acquired the wholesale completion packer business of Texas-based oil and gas industry equipment supplier Team Oil Tools, Inc., the company said.
The business designs, manufactures and sells a range of completion and service tools, including retrievable and permanent packers, bridge plugs, and accessories to oilfield service providers, packer repair companies and distributors on a global basis.
Status: Closed

-SES AGREES TO UP STAKE IN SATELLITE OPERATOR O3b NETWORKS
Luxembourg-based satellite services provider SES S.A. (NYSE: SESG) (LuxX: SESG) has agreed to increase its interest in O3b Networks to 50.5%, resulting in it having a controlling share in the company, the company said.
SES will pay USD 20m to increase its fully diluted ownership of O3b from 49.1% to 50.5%, bringing its aggregate equity investment in O3b to date to USD 323m (EUR 257m).
Status: Agreed

-BRAVIDA ACQUIRES DANISH BUILDING SERVICES INSTALLER VINTHER AND STROM
Denmark-based electrical services installer Bravida Denmark (STO: BRAV) is acquiring the Rødovre, Denmark-based installation company Vinther and Strøm A/S, the company said.
Vinther and Strom has 52 employees and a turnover equivalent to SEK 70m. It was founded in 1999 and delivers installations and service within electricity, telecom, data, control, fire and security. Its primary customers are building contractors, general contractors and industries.
Status: Closed

-HI-TECH PHARMACEUTICALS OWNER ACQUIRES CO-OWNERSHIP OF SPORTS NUTRITION FIRM GASPARI
US-based contract manufacturer Hi-Tech Pharmaceuticals principal owner Jared Wheat has acquired co-ownership of US-based sports nutrition company Gaspari Nutrition, the company said.
Since 1979, Hi-Tech Pharmaceuticals, Inc. and its sister company, Hi-Tech Nutraceuticals, LLC., have provided contract manufacturing services to the pharmaceutical, dietary supplement and beverage industries.
Status: Closed

-ORACLE TO BUY CONSTRUCTION INDUSTRY SOFTWARE FIRM TEXTURA FOR USD 663M
US-based construction industry collaboration tools provider Textura Corp. (NYSE: TXTR) has agreed to be acquired by US-based database software maker Oracle in a deal valued at approximately USD 663m, net of Textura's cash, the company said.
Under the terms of the agreement, Textura shareholders will receive USD 26.00 in cash per share of common stock they hold. The board of directors of Textura has unanimously approved the transaction, which is expected to close in 2016, subject to Textura stockholders tendering 66 2/3% of Textura's outstanding shares and derivative securities exercised prior to the closing (as required by Textura's certificate of incorporation) in the tender offer, certain regulatory approvals and other customary closing conditions.
Status: Agreed

-CAPREIT ACQUIRES FIVE APARTMENT COMMUNITIES IN VIRGINIA, USA
Rockville, Maryland-based real estate development and investment company Capreit has acquired a five-community portfolio in the Richmond area, the company said. The apartment communities feature a combined 978 apartment homes in the east-central portion of the state, spanning Richmond, Midlothian, Petersburg and Williamsburg.
While Capreit will initiate a handful of exterior and interior preservations and updates, no large-scale renovations are in the works, allowing the communities to remain affordable for middle-class families.
Status: Closed

-ELEVATE SERVICES ACQUIRES CALIFORNIA LEGAL TECHNOLOGY FIRM ONRAMP SYSTEMS
Los Angeles, California-based legal service provider Elevate Services has acquired California-based legal technology company OnRamp Systems Inc., the company said.
Paul Lippe, founder and CEO of OnRamp, will join the Elevate advisory board to focus on strategic legal technology development and client relationships. All of OnRamp's engineering team in Silicon Valley will join Elevate.
Status: Closed