Deal Pipeline
Tuesday 20 February 2018
The following is a list of deals covered in detail by M and A Navigator this week:

-METAL POWDER PRODUCTS CLOSES ACQUISITION OF METAL COMPONENTS MANUFACTURER NETSHAPE TECHNOLOGIES
US-based aluminum and ferrous powder metal components manufacturer Metal Powder Products LLC has acquired engineered metal components manufacturer NetShape Technologies Inc., the company said.
NetShape Technologies makes metal components using powdered metal and metal injection molding technologies. It is headquartered in Floyds Knobs, Indiana. Metal Powder Products is a Mill Point Capital portfolio company. Headquartered in Westfield, Indiana, Metal Powder Products is a global provider of custom-engineered powder metallurgy solutions for industrial applications.
Status: Closed

-LIBERTY HEALTH SCIENCES CLOSES ACQUISITION OF NEW CAMPUS IN GAINSVILLE, FLORIDA
Canada-based medical cannabis investor Liberty Health Sciences Inc. (CSE: LHS) (OTCQX: LHSIF) has closed the acquisition of a 387-acre parcel of land in Gainesville, Florida, previously owned by Alico Citrus Nursery, LLC, the company said.
The property will become the home of the new Liberty 360° Innovation Campus, with state-of-the-art greenhouses and processing facilities that firmly establishes Liberty as one of the leading medical cannabis providers in Florida.
Status: Closed

-NATIONAL ENTERTAINMENT COLLECTIBLES ASSOCIATION ACQUIRE CHIA PET, THE CLAPPER
US-based distributor of licensed consumer products creator National Entertainment Collectibles Association, Joseph Enterprises, Inc. and Joseph Pedott Advertising and Marketing, Inc. have closed an agreement under which NECA has acquired both companies, the principals said.
The companies behind the creation of American TV direct-sales icons Chia Pet and The Clapper join the NECA family of specialty entertainment companies, which are poised for cross-company collaboration. JEI and JPAM will proceed as NECA subsidiaries under the auspices of current vice presidents Michael Hirsch and Al Lam, and will continue as normal.
Status: Closed

-COSTAR GROUP GAINS US ANTITRUST CLEARANCE TO ACQUIRE FORRENT
US-based commercial real estate information, analytics and online marketplaces provider CoStar Group, Inc. (NASDAQ: CSGP) has received antitrust clearance from the Federal Trade Commission regarding its proposed acquisition of US-based digital real estate rental advertising firm ForRent.com from Dominion Enterprises, the company said.
Under the deal, which was announced last September CoStar will acquire ForRent for USD 350m in cash and USD 35m in CoStar Group stock, the company said on Tuesday.
Status: Agreed

-ARDENT HEALTH SERVICES, THE UNIVERSITY OF TEXAS SYSTEM PICK NEW NAME FOR 10-HOSPITAL SYSTEM
A newly formed 10-hospital health system created by the purchase of East Texas Medical Center Regional Healthcare System will be named UT Health East Texas, US-based hospital operator Ardent Health Services and The University of Texas Health Science Center at Tyler (UT Health Northeast) said.
The sale is projected to close March 1. UT Health East Texas will include 502-bed East Texas Medical Center in Tyler, UT Health Northeast hospital and clinics, the UT Health Northeast MD Anderson Cancer Center, eight regional hospitals, more than 50 clinic locations and an EMS fleet of more than 45 ambulances and four helicopters.
Status: Agreed

-CHRISTIE GROUP SELLS DENIA LA SELLA GOLF RESORT, SPA HOTEL
UK-based professional business services group Christie Group plc's (LSE: CTG) Christie and Co agency and advisory services unit has brokered the sale of the Hotel Denia La Sella Golf Resort and SPA, a 5-star hotel located in Denia, the harbour city in the province of Alicante, Spain, the group said.
Christie and Co brought the hotel's purchase opportunity to the market after the signature of a mandate on an exclusive basis with the former ownership of the hotel (La Sella Group) and Amazona Investments, a joint venture between two privately managed investment funds. The asset has 178 fully equipped rooms and 8 suites, 2 restaurants (Asador Montgó and Segaria Thai Restaurant) and 2 bars.
Status: Closed

-ELEKTON TECHNOLOGY SELLS NANOPOSITIONING BUSINESS QUEENSGATE NANO
UK-based technology group Elektron Technology plc (AIM: EKT) has closed the sale of the wholly owned trade and assets of Queensgate Nano (Queensgate), to Prior Scientific Instruments Ltd. for an initial cash consideration of approximately GBP 0.8m (USD 1.12m), the company said.
In addition Elektron will be due a further cash payment of 50% of Queensgate product sales in excess of GBP 0.9m in the 12 months ending on the first anniversary of completion of the sale, subject to a maximum further payment of GBP 0.8m.
Status: Closed

-BALFOUR BEATTY JV AWARDED USD 1.95BN LOS ANGELES AIRPORT CONTRACT
UK-based infrastructure group Balfour Beatty (LON: BBY) has been awarded, in joint venture, a USD 1.95bn (c. GBP 1.4bn) design, build, finance, operate and maintain contract for the 'Automated People Mover' at Los Angeles International Airport by Los Angeles World Airports, the company said.
The design and build element of the contract has been awarded to the LAX Integrated Express Solutions (LINXS) joint venture comprising of Balfour Beatty (30%), Fluor Corp. (30%), Flatiron West (20%) and Dragados USA (20%).
Status: Agreed

-MFSA CLEARS STM GROUP TO ACQUIRE MALTESE RETIREMENT SCHEME ADMINISTRATOR
The Malta Financial Services Authority has cleared Gibraltar-based cross border financial services provider STM Group Plc's (AIM: STM) STM Malta Ltd. business to acquire Maltese retirement scheme administrator Harbour Pensions Ltd. and its related pension trust schemes, the company said.
This acquisition is subject to regulatory approval by the Malta Financial Services Authority, a process that generally takes a few months. Harbour is a licensed retirement scheme administrator based in Malta, incorporating four registered pension schemes with some 1,600 members and audited revenues in the year to 31 December 2016 of GBP 1.1m.
Status: Agreed

-BYNDER TO ACQUIRE WEBDAM DIGITAL ASSET MANAGEMENT BUSINESS FROM SHUTTERSTOCK
Dutch digital asset management company Bynder has entered into a definitive agreement to acquire US-based stock photo house Shutterstock's (NYSE: SSTK) digital asset management business, known as Webdam, the company said.
The acquisition brings together the respective DAM category leaders from EMEA and North America to create a global organisation offering marketing and creative teams with scalable, cloud-based solutions for managing, distributing and collaborating on their digital assets.
Status: Agreed

-FAROE PETROLEUM SELLS 17.5% OF FENJA (PL586) TO SUNCOR ENERGY
UK oil and gas company Faroe Petroleum plc (LSE: FPM) has executed a transaction with Suncor Energy Norge AS for the sale of a 17.5% working interest in the Fenja development located in PL586 in the Norwegian Sea.
Under the deal, Faroe will sell 17.5% stake in the Fenja development to Suncor for cash consideration of USD 54.5m (including tax balances). Faroe will retain 7.5% stake in Fenja, underlining Faroe's support for the project, and fully aligning Faroe's equity at 7.5% across the Greater Njord Area (Njord, Fenja, Bauge and Hyme). This transaction is expected to reduce Faroe's future capital expenditure on Fenja to approximately GBP 70m (based on the operator's gross projected development cost of NOK 10.2bn).
Status: Agreed

-EMPIRIC STUDENT PROPERTY ACQUIRES SOUTHAMPTON, UK ACCOMMODATION
UK-based student housing owner and operator Empiric Student Property plc (LSE: ESP) has acquired the freehold of a 240 bed student accommodation property in Southampton, the Emily Davies Halls of Residence, for GBP 10.6m (USD 14.87m), the company said.
The property comprises affordable student accommodation configured in three and four bed apartments with 65 commercially let car parking spaces. This popular property is fully occupied and leased by Southampton Solent University on a Full Repairing and Insuring basis until September 2019 with the rent subject to annual RPI increases. Following the expiry of the lease, Empiric intends to direct let the property.
Status: Closed

-WPP'S GROUPM TO ACQUIRE A MAJORITY STAKE IN INDIAN AGENCY THE GLITCH
UK-based advertising and public relations group WPP plc's GroupM media investment group has agreed to acquire a majority stake in Indian digitally-led creative agency The Glitch, the group said. The Glitch was founded in 2009 and employs around 200 people in Mumbai and Delhi.
WPP said the Glitch's full-service capabilities include digital, video and content strategy, interactive design technology, ecommerce, branding and media planning. Clients include Unilever, Netflix, OYO Rooms, Shutterstock, Tinder and others in the entertainment, beauty and FMCG sectors.
Status: Agreed

-TUFTON OCEANIC ASSET ACQUIRES TWO VESSELS FOR USD 20.5M
UK-based closed-ended investment company Tufton Oceanic Assets Ltd. (LSE: SHIP) has acquired two feeder containerships for USD 20.5m, the company said. The vessels are initially chartered for 2-3 years to a major container line which is investment grade. The initial yield is in line with the targets expressed in the company's prospectus.
These are the first investments by the company. The company expects to invest the net IPO proceeds within the time frame indicated at IPO. Tufton Oceanic Assets Ltd. plans to invests in a diversified portfolio of secondhand commercial sea-going vessels delivering strong cash flow and capital gains to investors.
Status: Closed

-AUDIOBOOM TO ACQUIRE TRITON DIGITAL CANADA
Jersey-based spoken word audio on-demand platform Audioboom Group plc (LSE: BOOM) plans to acquire the entire issued share capital of Triton Digital Canada Inc, the parent company of Triton Digital, Inc., for a cash consideration of around GBP 134m (USD 187m), the company said.
Triton is a technology provider to the online audio industry that is headquartered in the USA with offices in six locations. Further information on Triton can be found below. In order to fund the proposed acquisition and to provide working capital for the company and its subsidiaries following the proposed acquisition, the company is proposing to raise approximately GBP 155m, before expenses, through a proposed placing of new ordinary shares.
Status: Agreed

-DECHRA PHARMACEUTICALS CLOSES EUR 340M ACQUISITION OF AST FARMA AND LE VET
UK-based veterinary pharmaceuticals maker Dechra Pharmaceuticals plc (LSE: DPH) has closed the acquisition of Dutch companion animal pharmaceutical firm AST Farma and Le Vet for a total consideration of EUR 340m (USD 422.33m) on a debt-free and cash-free basis, the company said.
The total consideration will be satisfied approximately 75% in cash and 25% in new Dechra Shares, which are subject to a two year lock-in. AST Farma is one of the leading companion animal pharmaceutical companies in the Netherlands, focused on generic and generic plus products. The business and its reputation have grown strongly through launching generic plus, generic and niche novel products, and by offering added value services to veterinarians.
Status: Closed

-PLEXUS HOLDINGS SELLS WELLHEAD EQUIPMENT TO RUSSIAN PARTNER
UK-based oil and gas engineering services company Plexus Holdings plc has sold two of its POS-GRIP 18-3/4" rental wellhead sets and associated mudline equipment and tooling to LLC Gusar (OOO Gusar) Ltd, the company's partner and licensee in Russia, for circa GBP 1.4m (USD 1.96m), the company said.
The wellheads will serve as the basis for Gusar's POS-GRIP rental exploration wellhead inventory, and are planned to be used for gas exploration drilling within the Russian Federation under the exclusive licence agreement between Plexus and Gusar and CJSC Konar (ZAO Konar), two independent Russian oil and gas equipment manufacturers.
Status: Closed

-TRADING EMISSIONS SELLS ITALIAN SOLAR ASSETS TO NEXTPOWER II ITALIA
Isle of Man-based investment company Trading Emissions plc's (LSE: TRE) TEP (Solar Holdings) Ltd subsidiary has entered into a quota purchase agreement with NextPower II Italia S.r.l in respect of the sale of its entire interest in SEI1, comprising an operating ground-mounted solar photovoltaic plan located in Ragusa, Sicily, the company said.
The net proceeds from the sale of SEI1, after allowing for transaction and other costs, are estimated to be EUR 7.97m (USD 9.85m). Under the terms of the QPA, Closing and receipt of the sales proceeds is subject to fulfillment of various conditions precedent usual for this type of transaction, which is expected no later than 31 March 2018.
Status: Agreed

-NEWRIVER REIT ACQUIRES TWO UK RETAIL PARKS FOR GBP 26.5M
UK-based real estate investment trust NewRiver REIT plc (LSE: NRR) has completed the acquisition of two retail parks for a combined consideration of GBP 26.5m (USD 36.94m), the company said. The price represents an initial yield of 8.9% and a capital value of just GBP 141 per sq ft.
Both retail parks have good occupier demand and present NewRiver, as a specialist retail asset manager, with the opportunity to add value through a variety of identified active asset management initiatives. The Rishworth Centre and adjoining Railway Street Retail Park were acquired from an institutional investor for GBP 14.3m, which equates to a net initial yield of 7.9%. The assets have an affordable average rent of GBP 12.98 per sq ft and a weighted average unexpired lease term of 5.7 years.
Status: Closed

-CONNECT GROUP CLOSES SALE OF BOOKS DIVISION TO AURELIUS ON REVISED TERMS
UK-based specialist books distributor Connect Group plc (LSE: CNCT) has agreed revised terms and completed the disposal of its Books division to the listed pan-European mid-market investor Aurelius Equity Opportunities SE and Co. KGaA, for a total cash consideration of GBP 6m (USD 8.36m) which was paid at completion, the company said.
The disposal is in line with the group's announcement at its preliminary results in October 2017 that Connect Books would be held for sale and its financial performance excluded from continuing operations. Connect Group originally agreed to dispose of its Books division to Aurelius Equity Opportunities for a total cash consideration of up to GBP 11.6m.
Status: Closed

-WORKBOOK6 CLOSES ACQUISITION OF VIRTUAL ASSISTANT FIRM MASZI
Arizona, US-based strategic partnership marketing firm WorkBook6 has acquired Colorado, US-based virtual assistant firm Maszi Virtual Solutions, Ltd., the company said.
Founded in 2015 by Kara Hutcheson, Maszi was created to offer consistent employment to military spouses whose often unpredictable posting schedule can wreak havoc on employment histories and opportunities for spouses. A military spouse herself, Hutcheson built the virtual assistant model to allow the Maszi team to serve clients across multiple time zones and geographies, regardless of physical locations.
Status: Closed

-ONE STEP VENDING DEFINES ROLL UP STRATEGY TO ACQUIRE ADDITIONAL BUSINESS LOCATIONS
US-based convenience, vending, and micro markets holding company One Step Vending Corp. (OTC: KOSK) has launched new strategic direction of growing aggressively through acquisition, the company said.
The company believes that the opportunities in the marketplace are changing rapidly, and future success will depend on technology, bringing the right product mix, as well as having the scale of a significant footprint in the market.
Status: Speculation

-AVADEL PHARMACEUTICALS TO SELL PEDIATRIC BUSINESS TO CERECOR
Irish drugmaker Avadel Pharmaceuticals plc (NASDAQ: AVDL) has entered into an asset purchase agreement with Cerecor, Inc whereby Cerecor will acquire the Avadel pediatric portfolio, the company said.
In connection with this transaction, Avadel and Cerecor will enter into a license and development agreement pursuant to which Avadel will develop up to four product formulations for Cerecor using Avadel's LiquiTime and Micropump technologies.
Status: Agreed

-TSXV CLEARS VISIONSTATE TO ACQUIRE CHATBOT INCUBATOR IN ALL-STOCK DEAL
Canada-based electronic commerce technology developer Visionstate Corp. (TSX Venture: VIS) has received final TSX Venture Exchange approval for the expedited acquisition of Canada-based artificial intelligence developer Chatbot Incubator in an all-share transaction, the company said.
Under the deal, Visionstate has purchased 30% of the shares held by Chatbot shareholders in exchange for 4m common shares of Visionstate at a deemed price of CDN 0.065 per common share, for the consideration of CDN 260,000.
Status: Agreed

-RIO TINTO EXERCISES OPTION FOR PISTOL BAY C-BLOCK URANIUM PROPERTIES
Canadian junior miner Pistol Bay Mining Inc. (TSX Venture: PST) (Frankfurt: OQS2) has entered into an amending and final agreement with British-Australian metals and mining company Rio Tinto's (NYSE: RIO) Rio Tinto Canada Uranium Corp. business with regard to the C 4, 5 and 6 Uranium properties, whereby Rio Tinto will make a final cash payment of USD 1m to Pistol Bay, the company said.
The C block of Uranium properties, located in the Athabasca Basin of Saskatchewan, is under option to Rio Tinto, which has earned a 75-per-cent interest to date.
Status: Agreed

-1ST CONSTITUTION BANCORP RECEIVES REGULATORY APPROVAL FOR MERGER WITH NEW JERSEY COMMUNITY BANK
New Jersey, US-based bank holding company 1ST Constitution Bancorp (NASDAQ: FCCY) has received approval from the State of New Jersey Department of Banking and Insurance and the Federal Deposit Insurance Corp. of the proposed merger of New Jersey Community Bank (OTC: NJCB) with and into 1ST Constitution Bank, the company said.
This deal was announced last November. Under the deal, 1st Constitution Bancorp will acquire New Jersey Community Bank in a stock and cash transaction valued at approximately USD 4.00 per share, or approximately USD 7.6m in total consideration.
Status: Agreed

-IDENTIV CLOSES USD 6.9 ACQUISITION OF VIDEO TECHNOLOGY AND DATA ANALYTICS FIRM 3VR
California, US-based secure identification company Identiv, Inc. (NASDAQ: INVE) has closed the acquisition of California-based video technology and data analytics company 3VR Security, Inc., the company said. The total consideration at close is expected to be USD 6.9m, comprised of USD 1.6m in cash; USD 2m in subordinated promissory notes; and USD 3.3m in shares of Identiv common stock.
In the event 3VR achieves certain significant shipment targets in 2018, Identiv would be obligated to issue additional earn out consideration in shares of Identiv common stock, and in the event that 3VR generates certain additional gross margin concerning a supply arrangement, Identiv would pay a portion of the additional margin as consideration.
Status: Closed

-FEDERAL, STATE REGULATORS CLEAR INDEPENDENT BANK TO ACQUIRE TCSB BANCORP IN DEAL VALUED AT USD 63M
Michigan, US-based Independent Bank Corp.'s (NASDAQ: IBCP) deal to acquire Michigan-based TCSB Bancorp, Inc. in a transaction valued at approximately USD 63.24m has been approved by both the Federal Reserve Bank of Chicago and the Michigan Department of Insurance and Financial Services, the company said.
This deal was announced last December. A meeting of the TCSB shareholders has been scheduled for Mar. 14, 2018 to consider and vote upon a proposal to approve the merger agreement between IBCP and TCSB. Assuming requisite TCSB shareholder approval and satisfaction of other closing conditions, the merger of IBCP and TCSB is currently expected to be effective on Apr. 1, 2018.
Status: Agreed

-ALPHA PRECISION ACQUIRES MERCURY MANUFACTURING TO GAIN ACCESS TO NEW MARKETS
Pennsylvania, US-based powder metal component solutions provider Alpha Precision Group (APG) has acquired Michigan, US-based Mercury Manufacturing Company (MMC) to enhance Alpha's presence in emission control, variable valve timing and variable cam timing and gain access to new markets, the company said
Alpha Precision said MMC's turning, machining and automated assembly capabilities complement APG's existing powder metal and metal injection molded product and process offerings.
Status: Closed

-ISODIOL INTERNATIONAL TO ACQUIRE CANADIAN NATIONAL PHARMA GROUP TO EXPAND CBD EXPORTS
Canada-based CBD pharmaceutical and wellness products provider Isodiol International Inc. (CSE: ISOL) (OTC: ISOLF) (FSE: LB6A.F) has agreed to acquire 100% of pharmaceutical manufacturing company Canadian National Pharma Group Inc. (CN Pharma), to position Isodiol to export its pharmaceutical products from Canada, the company said.
The agreement allows Isodiol to establish CN Pharma as a wholly owned subsidiary. Per the agreement, Isodiol will issue a total of CDN 6.0m in stock for 100% of the acquisition, based on the closing price of February 14, 2018, subject to escrow guidelines, per the CSE.
Status: Agreed

-MIDDLEBY ACQUIRES HINDS-BOCK TO ENHANCE BAKING/PROCESSING SOLUTIONS
Illinois, US-based foodservice equipment supplier The Middleby Corp. (NASDAQ: MIDD) has acquired Washington, US-based bakery and food product solutions manufacturer Hinds-Bock Corp. to enhance offerings in baking and processing solutions, the company said.
Middleby said this acquisition allows Middleby to offer a customised and complete integrated solution for its high volume baking and processing needs. Hinds-Bock technology will complement the existing bakery and processing systems of Middleby's current brands.
Status: Closed

-HUNTINGTON SOLUTIONS ACQUIRES TRIMTEC SYSTEMS TO BROADEN PRODUCT OFFERINGS
South Carolina, US-based polystyrene and polypropylene foam solutions provider Huntington Solutions, has acquired Ohio, US-based packaging solutions manufacturer TrimTec Systems to expand product offerings and geographic reach, the company said.
Huntington Solutions said TrimTec will allow Huntington to expand the range of product offerings while further expanding geographic reach in the Midwest market. TrimTec is a specialised manufacturer of custom fabricated EPS and industrial packaging solutions.
Status: Closed

-HUB INTERNATIONAL ACQUIRES CANADA-BASED POINTBREAK CONSULTING
Chicago, US-based insurance brokerage Hub International Ltd. has acquired the shares of British Columbia-based Pointbreak Consulting Group Ltd. to broaden employee benefits consulting services, the company said.
Pointbreak provides employee benefits and pension consulting services. Kevin Jeffrey, Principal and CEO of Pointbreak, will join Hub TOS and report to Dave Terry, president of Hub TOS. Hub International said it is committed to growing organically and through acquisitions to expand its geographic footprint and strengthen industry and product expertise.
Status: Closed

-CIG LOGISTICS ACQUIRES SANDSTORM FROM PROPELL OILFIELD EQUIPMENT
Texas, US-based logistics solutions provider to the oil and gas industry CIG Logistics has acquired the Sandstorm product suite from Propell Oilfield Equipment to increase well-site efficiency, the company said.
CIG Logistics has combined Sandstorm with its existing transload terminal footprint and proprietary PropLogistics software. With this acquisition, CIG Logistics is expanding its service offering to become an end-to-end logistics solution for its customer base of oil and natural gas exploration and production companies, oilfield services providers and proppant producers.
Status: Closed