Deal Pipeline
Monday 20 March 2017
The following is a list of deals covered in detail by M and A Navigator this week:

-NXTKEY ACQUIRES CYBER SECURITY CONSULTANT MAGNUS MANAGEMENT

US-based consulting and professional services company NXTKey Corp has acquired US-based cyber security consultant Magnus Management Group, the company said.
Magnus Management is a Bristow, Virginia-based consulting services organisation focused on information security, and project and operational management. This is the first of many envisaged acquisitions for NXTKey, which is emerging as a provider of cyber, enterprise information management, healthIT, digital, and information communication technology consulting services.
Status: Closed



-AVATION TO SELL PART OF TURBO-PROP PORTFOLIO

Singapore-based commercial passenger aircraft leasing company Avation plc (LSE: AVAP) is currently in discussion with a single commercial lessor for a proposed sale of six existing leased ATR 72 aircraft, the company said.
Avation announced on 26 October 2016 that it had received an expression of interest to purchase a portfolio of 22 ATR 72 aircraft. With the assistance of a financial adviser the company ran a global process to consider the proposal and benchmark alternative bids associated with the potential sale of such a portfolio.
Status: Agreed



-LXB RETAIL PROPERTIES SELLS REMAINING LAND INTERESTS AT CORTON, AYR TO MANSE

Jersey resident closed-ended real estate investment company LXB Retail Properties Plc (LSE: LXB) has completed on the sale of substantially all of its remaining land interests at Corton, Ayr, UK to Manse Investment LLP, the company said.
The proceeds were funded by Palmer Capital Development Fund IV. Sale proceeds of GBP 3.356m (USD 4.16m) have been received by the company which, after accounting for expenditure since the last balance sheet date and accruing for disposal fees and contracted costs, will have a minimal impact on NAV.
Status: Closed

-REGENCY MINES INKS MOA ON NEW ALABAMA, US COAL PROJECT
UK-based natural resource development and investment company Regency Mines Plc (LSE: RGM) has inked a memorandum of agreement for a coal joint venture in Alabama, USA, the company said.
The MOA establishes a joint venture, 25% Regency and 75% Stephen Moscicki, to conduct due diligence over a metallurgical coal property of approximately 6,500 acres in northeastern Alabama with a view to bringing it into early operation. SM has signed an agreement with the vendor of the Property and made an initial payment.
Status: Agreed

-NYOTA MINERALS TERMINATES ACQUISITION OF PHILIPPINE ONLINE RESERVATION PLATFORM
Australian mining company Nyota Minerals Ltd. (ASX: NYO) (AIM: NYO) has terminated the potential acquisition of Philippines-based online reservation platform operator Bigdish Ventures Ltd. (LSE: RNS) which would, had it proceeded, have amounted to a Reverse Takeover under the AIM Rules and a back-door listing for the purposes of the ASX Listing Rules
On 15 November 2016, the company announced that it had signed a non-binding letter of intent relating to the potential acquisition of Bigdish Ventures Ltd. which would, had it proceeded, have amounted to a reverse takeover under the AIM Rules and a back-door listing for the purposes of the ASX Listing Rules.
Status: Terminated

-AMERISUR RESOURCES CLOSES ACQUISITION IN COLOMBIA'S CAGUAN-PUTUMAYO BASIN FOR USD 4.85M
UK-based, South America-focused oil and gas producer and explorer Amerisur Resources plc (LSE: AMER) has acquired certain assets in the Caguan-Putumayo basin, the company said.
These assets, subject to approval of the cession of interest by the Agencia Nacional de Hidrocarburos have been acquired from Meta Petroleum Corp. and Pacific Stratus Energy Colombia Corp.; both companies are ultimately owned by Pacific Exploration and Production. The working interests acquired include 60% in the Put-9 contract area, 58% in the Mecaya contract area, 100% in the Terecay contract area and 50.5% in the Tacacho contract area.
Status: Closed

-GUNSYND REDUCES STAKE IN CANADIAN OIL AND GAS PRODUCER ZENITH ENERGY
UK-based investment company Gunsynd plc (AIM: GUN) has disposed of 890,909 shares in Canadian oil and gas production company Zenith Energy Ltd. (LSE: ZEN) (TSX.V: ZEE) at an average of 13.02p for a consideration of GBP 116,000 (USD 143,740), the company said.
Gunsynd now holds 5,527,234 shares in Zenith representing a total of 4.95% of Zenith's total issued ordinary share capital. Zenith Energy's main focus is the acquisition of large onshore oil and gas fields in countries that offer strong asset protection and a business atmosphere conducive to stable and profitable production activities.  
Status: Closed

-ZAMIR EQUITIES ACQUIRES PENNSYLVANIA OFFICE BUILDING
US-based private equity firm Zamir Equities has finalised acquisition of Pennsylvania, US-based Class A office building Triad, the company said.
The 184,118 square-foot building has long-term leases with its tenants.
Status: Closed

-FIRST DATA ACQUIRES E-COMMERCE DEBIT ROUTING FIRM ACCULYNK
US-based technology company First Data (NYSE: FDC), has agreed to acquire US-based technology company Acculynk, to expand e-commerce debt offerings to merchants, the company said.
The company said the acquisition of Acculynk's PaySecure debit routing technology, PayGov, Payzur and patent portfolio will expand its e-commerce solution suite.
Status: Agreed



-FDB BROADENS ACQUIRES MEDICATION SOFTWARE SPECIALIST POLYGLOT SYSTEMS

US-based pharmaceutical information publisher First Databank, Inc. (FDB), a Hearst Health Network company, has acquired US-based software company Polyglot Systems, Inc. to broaden portfolio of patient medication instructions, the company said.
The company said the acquisition of Polyglot's cloud-based Meducation solution, accessible to healthcare providers, delivers medication instructions for high-risk patients, enabling providers to create personalised medication instructions in 21 languages.
Status: Closed



-PARTY CITY ACQUIRES MASTER FRANCHISE GROUP OF 18 STORES FOR USD 31M

US-based party goods company Party City Holdco Inc. (NYSE: PRTY) has agreed to acquire US-based master franchise group representing 18 franchise stores for USD 31m, the company said.
The company said the purchase price represents a multiple of EBITDA of approximately 4.6 times, and the fully synergised multiple is expected to be about four times. In 2016, this franchise operator reported sales of approximately USD 44m, Party City said.
Status: Closed



-RAYONIER ACQUIRES 3 TIMBERLAND PROPERTIES FOR USD 271M

US-based REIT Rayonier Inc. (NYSE: RYN) has acquired 95,1000 acres of South Coastal Atlantic-based industrial timberland properties in three transactions with separate sellers for USD 217m, the company said.
The properties equate to approximately USD 2,280 per acre and increase Rayonier's ownership in US South Coastal Atlantic markets by approximately 15%. Rayonier expects to finance the acquisitions with cash on hand and the proceeds of a follow-on offering of Rayonier common shares.
Status: Closed



-PHARMERICA ACQUIRES CAREMED SPECIALTY PHARMACY

US pharmacy services company PharMerica Corp. (NYSE: PMC) has completed the acquisition of US-based pharmacy services company CareMed Specialty Pharmacy, the company said.
The company said it expects the acquisition to bolster its position in the specialty pharmacy market. PharMerica Corp. operates 98 institutional pharmacies, 19 specialty home infusion pharmacies and 4 specialty oncology pharmacies in 45 states.
Status: Closed



-APPAREL FIRM PHILLIPS-VAN HEUSEN TO ACQUIRE E-COMMERCE RETAILER TRUE AND CO.

US-based apparel company Phillips-Van Heusen Corporation (PVH Corp.) (NYSE: PVH) has agreed to acquire US-based intimate apparel e-commerce retailer True and Co., the company said.
Phillips-Van Heusen said this acquisition will enable it to further participate in an online channel and provide a platform to increase innovation, data driven-decisions and service speed.
Status: Agreed



-PLUTOS SAMA IN TALKS TO ACQUIRE HUNOVAL LAW FIRM

US-based holding company Plutos Sama, LLC has entered negotiations for the acquisition of US-based Hunoval law firm to expand its law firm holdings, the company said.
The acquisition is expected to close in 2Q17. Hunoval offers default services for its clients in North and South Carolina and Virginia. The company said it plans to merge Hunoval into the BP Law Group fold under the name BP Hunoval Law Group.
Status: Talks



-PTC THERAPEUTICS TO ACQUIRE DUCHENNE MUSCULAR DYSTROPHY TREATMENT FOR USD 140M

US-based pharmaceutical company PTC Therapeutics, Inc. (NASDAQ: PTCT) has negotiated an asset purchase agreement to acquire all rights to Duchenne muscular dystrophy (DMD) treatment Emflaza from US-based pharmaceutical company Marathon Pharmaceuticals, LLC, the company said.
Under the terms of the asset purchase agreement, Marathon will receive total upfront consideration of USD 140m upon closing of the transaction, comprised of approximately USD 75m in cash and approximately USD 65m in PTC common stock, subject to a maximum 6.9m share limit (with any shortfall to be made whole with additional cash consideration).
Status: Agreed



-NELSON BROTHERS REAL ESTATE ACQUIRES TWO MISSISSIPPI STUDENT HOUSING PROPERTIES FOR USD 25.7M

US-based realtors Nelson Brothers Professional Real Estate, LLC has closed on the sale of two student housing properties near Oxford, Mississippi-based University of Mississippi for USD 25.7m, the company said.
Nelson Brothers said the initial total offering price to investors for the two properties was USD 25,777,637 of which approximately USD 11.2m came from investor equity. The company said the two adjacent properties, Molly Barr Trails and Molly Barr Ridge were built in 2012 and 2015 respectively.
Status: Closed



-KKR, CDPQ TO ACQUIRE US INSURANCE BROKERAGE USI IN USD 4.3BN DEAL

US-based investment firm KKR and Canada-based institutional investor Caisse dépôt et placement du Québec (CDPQ) have announced plans to acquire US-based insurance brokerage and consulting firm USI Insurance from Canada-based private equity firm Onex Corp. in a deal valuing USI at approximately USD 4.3bn, the companies said.
Wall Street Journal reported USI had net debt of about USD 1.82bn as of Dec. 31 and generated earnings before interest, taxes, depreciation and amortisation of USD 353m.
Status: Agreed



-LIFELOC TECHNOLOGIES ACQUIRES RADAR ALCOHOL TESTING PRODUCT

US-based breathalyser manufacturer Lifeloc Technologies, Inc. (OTC: LCTC) has acquired the real-time alcohol detection and recognition product (R.A.D.A.R) product of US-based electronic monitoring products and services manufacturer Track Group, Inc. to expand its business model, the company said.
Lifeloc said it is purchasing all assets relevant to the R.A.D.A.R. product from Track Group, including current device inventory, manufacturing assets, monitoring software and the intellectual property, which includes issued and pending US patents, along with associated international applications.
Status: Closed


-HUB INTERNATIONAL ACQUIRES EMPLOYEE BENEFITS FIRM BCI GROUP

US-based insurance brokerage firm Hub International Ltd. has acquired the assets of US-based employee benefits firm BCI Group, Inc. and its subsidiary, Plus Point Services, Inc, the company said.
Hub said the deal will expand its presence in Oregon and southwest Washington.
Status: Closed



-SKYPEOPLE ACQUIRES CHINESE FINTECH FIRM QUANGOUTONG
China-based beverage company SkyPeople Fruit Juice (NASDAQ: SPU) has acquired China-based fintech firm Shaanxi Quangoutong E-commerce Inc., the company said.
Quangoutong owns permits and licenses from local Chinese governments to conduct certain online financial service businesses in China. SkyPeople said the purchase price for Quangoutong will be nominal as it has divested itself of several of its traditional businesses and all of its assets and debts.
Status: Closed



-HEALICS ACQUIRES HEALTHCARE CONSULTANT INTERRA

US-based health care company Healics and US-based health consultant Interra Health have merged under the Healics name to position the company for growth, the company said.
The companies said a result of the merger, there will be increased customisation of health and wellness programs and employer clinics, a broader range of services and a simplification of choices.
Status: Closed



-UNITE STUDENTS ACQUIRES DURHAM UNIVERSITY STUDENT HOUSING PROPERTY

UK-based student accommodation developer Unite Students Accommodation Fund (USAF) has acquired an asset under development at UK-based Durham University to provide housing for 363 students, the company said
USAF is acquiring the asset for GBP 34m and it is expected to deliver a yield on cost of 6.4% in its first year of operation. Based on current valuations, the asset will be valued at a yield of 5.5%, resulting in a profit on cost of approximately GBP 5.0m (Unite share GBP 1.1m).
Status: Closed



-THRESHOLD PHARMACEUTICALS, MOLECULAR TEMPLATES COMBINE IN ALL-STOCK DEAL

US-based cancer drug development company Threshold Pharmaceuticals, Inc. (NASDAQ: THLD) has agreed to merge with US-based biopharmaceutical company Molecular Templates, Inc. in an all-stock transaction, to increase focus on the development of cancer treatments, the company said.
Upon closing of the transaction, Threshold will change its name to Molecular Templates, Inc. and trade on the NASDAQ market at MTEM.
Status: Agreed

-CITIZENS COMMUNITY BANCORP TO ACQUIRE MINNESOTA'S WELLS FINANCIAL IN USD 39.8M

US-based financial institution Citizens Community Bancorp, Inc. (NASDAQ: CZWI) has executed plan of merger with Minnesota, US-based bank holding company Wells Financial Corp. (OTCQB: WEFP) and its Wells Federal Bank subsidiary in a transaction valued at approximately USD 39.8m, the company said.
Citizens Community said the transaction strengthens its presence and capacity in southern Minnesota. The board of directors of both companies approved the transaction, which is subject to customary conditions, including the approvals of bank regulatory agencies and the shareholders of Wells.
Status: Agreed



-MILITARY CHARITY NAVY SEAL FOUNDATION-HAWAII TO MERGE WITH NAVY SEAL FOUNDATION

US-based charity Navy SEAL Foundation-Hawaii and US-based 501(c)(3) non-profit charitable organisation the Navy SEAL Foundation have merged to streamline processes in serving active-duty Naval special warfare personnel, the organisation said.
The board of directors of the Navy SEAL Foundation-Hawaii and the Navy SEAL Foundation (National) have approved the merger. The Navy SEAL Foundation-Hawaii was established in 2007 in response to the events of Operation Red Wings.
Status: Agreed



-CINTAS WINS REGULATORY NODS FOR USD 2.2BN ACQUISITION OF G/K SERVICES

US-based corporate identity uniform programme operator Cintas Corp. (NASDAQ: CTAS) has received all necessary regulatory consents relating to the acquisition of US-based branded uniform and facility services firm G/K Services, Inc. (NASDAQ: GK), the company said.
G/K Services shareholders previously voted to approve the transaction at its annual meeting of shareholders held on 15 November 2016. Last August Cintas and G/K Services entered into a definitive agreement under which Cintas will acquire all outstanding shares of G/K Services for USD 97.50 per share in cash, for a total enterprise value of approximately USD 2.2bn, including acquired net debt.
Status: Agreed



-UNITEDHEALTH EXTENDS EXCHANGE OFFER TO ACQUIRE US HOSPITAL OPERATOR SURGICAL CARE AFFILIATES
US-based health insurer UnitedHealth Group (NYSE: UNH) has extended the expiration of its previously announced exchange offer for all of the outstanding shares of US-based ambulatory surgery centre and surgical hospital provider Surgical Care Affiliates, Inc. (NASDAQ: SCAI), the company said.
The company launched the offer in February. It was previously scheduled to expire at 12: 01 am ET on 21 March, and has been extended until 12: 01 am ET on 24 March, unless further extended. All other terms and conditions of the exchange offer remain unchanged. The companies announced an agreement to merge 7 January 2017.
Status: Agreed



-UK COMPETITION AND MARKETS AUTHORITY ISSUES REVOKATION ORDER IN STANLEY BLACK AND DECKER MERGER PROBE

The UK Competition and Markets Authority has made a Revocation Order in relation to the completed acquisition by US-based industrial company Stanley Black and Decker, Inc. of the assets of US-based consumer and commercial products firm Newell Brands, Inc. business, the CMA said. This order revokes an initial enforcement order that the CMA imposed on 10 March 2017 and is without prejudice to the CMA's ongoing investigation into the acquisition.
In February, the CMA announced that it was considering whether it is or may be the case that Stanley Black and Decker's acquisition of the Tools business of US-based consumer and commercial products firm Newell Brands would result in the creation of a relevant merger situation under the merger provisions of the Enterprise Act 2002.
Status: Closed



-UK CMA TO PROBE LLOYDS BANKING GROUP'S ACQUISITION OF MBNA'S UK CREDIT CARD BUSINESS

The Competition and Markets Authority is considering whether it is or may be the case that UK-based financial services group Lloyds Banking Group's (LSE: LYG) acquisition of UK consumer credit card business MBNA Ltd from US-based Bank of America's (NYSE: BAC) FIA Jersey Holdings Ltd subsidiary, has resulted in the creation of a relevant merger situation under the merger provisions of the Enterprise Act 2002, the CMA said.
If this is found to be the case, the CMA would consider whether the creation of that situation has resulted, or may be expected to result, in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services. The purchase price in the deal is GBP 1.9bn (USD 2.33bn).
Status: Agreed

-UK CMA CLEARS BUPA'S CLOSED GBP 835M ACQUISITION OF UK-BASED OASIS DENTAL CARE

The CMA has decided, on the information currently available to it, not to refer the following merger to a Phase 2 investigation. The UK Competition and Markets Authority has decided not to refer  UK-based health and care company Bupa Finance plc's closed he acquisition of UK private dental provider Oasis Dental Care to a Phase 2 investigation, the CMA said.
This move essentially clears the deal for UK antitrust purposes. In February, Bupa Finance bought Oasis Dental Care from European private equity group Bridgepoint in a transaction totalling GBP 835m (USD 1.042bn).
Status: Closed

-EUROPEAN COMMISSION CLEARS NATIONAL GRID TO SELL MAJORITY STAKE IN UK NG GAS DISTRIBUTION BUSINESS IN GBP 13.8BN DEAL
The European Commission has cleared UK-based utility operator National Grid plc's (NYSE: NGG) proposed sale of a 61% equity interest in its UK gas distribution business to a consortium of long-term infrastructure investors, the company said.
This consortium comprises Macquarie Infrastructure and Real Assets Allianz Capital Partners, Hermes Investment Management, CIC Capital Corp., Qatar Investment Authority, Dalmore Capital and Amber Infrastructure Ltd./International Public Partnerships. National Grid expects that the transaction will complete on 31 March 2017. The terms of the transaction imply an enterprise value for NGGD of approximately GBP 13.8bn (USD 17.49m).
Status: Agreed

-JPEL PRIVATE EQUITY TO RECEIVE CHF 46M FROM CANADIAN PENSION PLAN INVESTMENT IN DATAMARS
Canadian institutional investor Caisse de dépôt et placement du Québec is investing in Switzerland-based Datamars, whose technology is used to identify and track livestock, companion animals and textiles, the firms said.
The transaction is subject to regulatory and change of control approvals as well as customary completion conditions and procedures, with closing expected by the end of April 2017. Guernsey-based closed-ended investment company JPEL Private Equity Ltd (LSE: JPEL) holds an indirect interest in Datamars. The sale of Datamars is likely to result in a realised investment return of approximately 3.5x and a IRR of 50.6% for JPEL, on a CHF basis.
Status: Agreed

-CALIPHARMS TO ACQUIRE PRODUCTION FROM HUMBOLDT COUNTY CALIFORNIA CANNABIS FARM
US-based cannabis industry investor CaliPharms, Inc. (OTC: KGET) has signed a non-binding term sheet with Humboldt County California medical cannabis farm Pacific Cannabis Growers, the company said.
CaliPharms' long-term business plan includes acquiring numerous cannabis production facilities and product lines. This move will allow it to supply its other business ventures with the raw materials needed to make cannabis products, and to create a new market suppling other canna-ventures with the raw material they need to produce their products. 
Status: Agreed

-APRIMO ACQUIRES DIGITAL ASSET MANAGEMENT SPECIALIST ADAM SOFTWARE
US-based marketing operations platform Aprimo has acquired Belgian enterprise-class digital asset management solutions provider Adam Software, the company said.
Adam will integrate directly into Aprimo's platform, bringing customers a marketing operations solution capable of handling both the production and publication of content. According to Aprimo, the new battleground for marketers is the customer experience. Marketers face the ever-evolving challenge of meeting and exceeding customer expectations across a sea of online and offline touchpoints.
Status: Closed

-THE HIGNELL COMPANIES ACQUIRES SWIFT PROPERTIES IN REDDING, CALIFORNIA EXPANSION
California, US-based property manager The Hignell Companies has acquired Swift Properties as part of its expansion into the Redding, California market, the company said.
Swift Properties has been locally run in Redding by Walt and Sheila Swift since 2005. According to Hignell, the decision to formalise the relationship between Swift Properties and The Hignell Companies was born out of a desire to continue to serve Redding's property management needs with professional experience.
Status: Closed