Deal Pipeline
Tuesday 21 February 2017
The following is a list of deals covered in detail by M and A Navigator this week:

-HEALTHCARE EVENT PRODUCER HMP CLOSES ACQUISITION OF EMS WOLD EXPO
US-based healthcare content and continuing medical education events producer HMP has completed its acquisition of US emergency medical professional meeting EMS World from US-based publisher SouthComm, the company said.
As part of the agreement, HMP will assume ownership of EMS World Expo, North America's largest EMS, EMT and paramedic event. The meeting was recently named one of the 50 fastest growing trade shows by Trade Show Executive magazine. Also included in the acquisition is EMS World, a 45-year old print and digital asset that covers clinical and educational topics relevant to emergency medical professionals.
Status: Closed

-FIRST BANCORP RECEIVES REGULATORY APPROVAL OF USD 97.3M CAROLINA BANK ACQUISITION
North Carolina, US-based bank holding company First Bancorp (NASDAQ - FBNC) has received notification from the Federal Reserve Bank of Richmond that the company's merger application to acquire North Carolina, US-based bank holding company Carolina Bank Holdings, Inc. (NASDAQ: CLBH) has been approved, the company said.
All regulatory approvals have now been received, and the holding company merger date is expected to be 3 March 2017. Last June, First Bancorp signed a definitive merger agreement under which it will acquire Carolina Bank Holdings in a cash and stock transaction with a total current value of approximately USD 97.3m, or USD 19.26 per share.
Status: Agreed

-EUROPEAN EQUIPMENT RENTER LOXAM CLOSES ACQUISITION OF LEVENDON
French equipment rental company Loxam Group has received acceptances for 155,485,260 shares in UK-based cherry-picker supplier Lavendon Group plc, representing approximately 91.5% of the existing issued share capital of Lavendon, the group said.
Loxam's offer for Lavendon was declared unconditional in all respects on 14 February 2017, and Lavendon has applied for the delisting and the cancellation of admission to trading of Lavendon shares on the London Stock Exchange. The French group had had a rival for Lavendon in Belgian group TVH last year, but won the day with a superior offer of 270p per share, or GPB 459m (USD 570.58m).
Status: Closed

-US FIBRE OPERATOR LUMOS NETWORKS AGREES TO USD 950M EQT INFRASTRUCTURE BUYOUT
Mid-Atlantic, US-based fibre-based service provider Lumos Networks Corp. (NASDAQ: LMOS) has entered into a definitive agreement to be acquired by Swedish private equity firm EQT Infrastructure for USD 18.00 per share in cash, resulting in an enterprise value of approximately USD 950m, the company said.
Under the terms of the agreement, EQT Infrastructure will acquire all of Lumos Networks' common stock. Shareholders of record will receive USD 18.00 in cash per share of Lumos Networks' common stock, which is a premium of 18.2% to the closing price of USD 15.23 on 17 February 2017. The offer price represents a 34.9% premium to the volume-weighted price average of the last 12 months of USD 13.35 and a 16.5% premium to USD 15.45, which is the average closing price of the last 20 trading days.
Status: Agreed

-HAYLEY GROUP CLOSES ACQUISITION OF UK INDUSTRIAL SPARES SUPPLIER MERCURY HOLDINGS
UK-based bearings and lubricants distributor Hayley Group Ltd. has acquired UK-based industrial spare parts and components supplier Mercury Holdings (London) Ltd., the group said. Mercury Holdings has offices and/or branches in London, Hertfordshire and Cambridgeshire, UK.
Exact details of the transaction value will remain undisclosed but Hayley confirmed that the deal was a 100% share sale. Hayley Group distributes shell lubricants in the United Kingdom.
Status: Closed

-PROVIDENCE CAPITAL FUNDING ACQUIRES CALIFORNIA EQUIPMENT FINANCING SPECIALIST ALL MEDIA CAPITAL
US-based equipment leasing specialist capital funding group Providence Capital Funding has acquired California, US-based equipment financing firm All Media Capital, the company said.
Providence Capital Funding has acquired All Media Capital founded in Brea, California. All Media Capital has been providing equipment financing solutions focusing on media, cinema, film production, and music studio financing since 1988. Providence Capital Funding plans to retain all of All Media Capital's employees and looks forward to providing exceptional customer service to the company's current vendors.
Status: Closed

-DELIGHT RESTAURANT GROUP ACQUIRES 30 WENDY'S RESTAURANTS IN VIRGINIA, USA
US-based Wendy's restaurant franchisee Delight Restaurant Group has acquired 30 Wendy's restaurants in the Virginia Beach Norfolk metropolitan area, the company said. As part of the transaction, Delight Restaurant Group plans to build several new restaurants in the area and remodel certain acquired restaurants in Wendy's new Image Activation format.
The 30 restaurants produce approximately USD 50m in gross annual revenue and have over 1,000 employees. Delight said the acquisition was completed with a subsidiary of The Wendy's Co and is part of Wendy's previously-announced system optimisation initiative to reduce company-operated restaurant ownership to approximately 5% of the total system.
Status: Closed

-TRIWATER ACQUIRES PORTION OF BUCKMAN'S WATER TREATMENT BUSINESS
US-based water company Triwater Holdings LLC has completed the acquisition of a portion of US-based specialty chemical maker Buckman's water treatment business, the company said.
The acquisition reinforces Triwater Holdings' Water Treatment Solutions division as a player in the North American industrial marketplace, providing synergies and complementary offerings with their existing Treatment division's business brands. These brands include Klenzoid Canada, Eldon Water, Nashville Chemical and Chemco Products.
Status: Closed

-HENRY SCHEIN TO ACQUIRE US DISTRIBUTOR SOUTHERN ANESTHESIA
US-based health care products and services provider Henry Schein, Inc. (NASDAQ: HSIC) has entered into an agreement to acquire US-based anesthesia and surgical supplies distributor Southern Anesthesia + Surgical, the company said.
Southern Anesthesia serves oral surgeons, dental anesthesiologists, and periodontists. SAS offers controlled and non-controlled pharmaceuticals, as well as surgical supplies, to approximately 11,500 customers and had 2016 sales of USD 72m. The agreement is subject to regulatory approval and is expected to close in 2Q17. SAS will become part of ACE Surgical Supply Co., Inc., a subsidiary of Henry Schein, Inc.
Status: Agreed

-MEDPLAST TO ACQUIRE VENTION MEDICAL DEVICE MANUFACTURING BUSINESS
US-based medical device industry services provider MedPlast, Inc has signed a definitive agreement to acquire US-based medical design and manufacturing firm Vention Medical's Device Manufacturing Services business, the company said.
The acquisition broadens MedPlast's portfolio of capabilities and bolsters its position as a leading services provider to the world's largest original equipment manufacturers. MedPlast's acquisition will further expand the company's capabilities in assembly and packaging, enabling it to offer customers a comprehensive suite of services producing a range of medical products.
Status: Agreed

-INTEROIL RECEIVES SUPREME COURT OF YUKON NOD FOR EXXONMOBIL TRANSACTION
The Supreme Court of Yukon has granted a final order approving the arrangement between Singapore-based oil and gas business InterOil Corp. (NYSE: IOC) and US-based oil and gas major Exxon Mobil Corp. (NYSE: XOM), the companies said.
The arrangement was approved by more than 91% of the shares voted at a special meeting of Interoil shareholders on 14 February 2017 and has now received all necessary approvals. InterOil and ExxonMobil expect the transaction to be completed this week. In July 2016, the companies agreed to merge in a deal worth USD 2.5bn.
Status: Agreed

-HANSTEEN REACHES TERMS ON GBP 25.228M OFFER FOR INDUSTRIAL MULTI PROPERTY TRUST
The directors of UK-based REIT Hansteen (LSE: HSTN) and the Independent directors of Isle-of-Man-based closed ended investment company Industrial Multi Property Trust plc (LSE: IMPT) have reached agreement on the terms of a recommended all cash offer for the entire issued ordinary share capital of IMPT by Hansteen, the companies said.
Under the terms of the offer, IMPT Shareholders will receive 300p in cash for each IMPT share held which values the entire issued ordinary share capital of IMPT at GBP 25,228,560 (USD 31.354m). The offer provides an attractive opportunity for IMPT Shareholders to realise in cash, at a premium, their investment in IMPT and represents a premium of 22.4% over the closing price of 245p per IMPT share on 16 February 2017.
Status: Agreed

-MORGAN ADVANCED MATERIALS TO SELL ROTARY BUSINESS TO MOOG IN EUR 40M DEAL
UK-based specialist products manufacturer Morgan Advanced Materials plc (LSE: MGAM) has agreed to sell its global Rotary Transfer Systems business principally to US-based motion and fluid control systems maker Moog Inc's (NYSE: MOG) Moog Holding GmbH and Co. KG subsidiary, the company said.
The Rotary Transfer Systems business is located on two manufacturing sites at Antweiler, Germany, and Chalon, France. Morgan Advanced said the sale values the business at EUR 40m (USD 42.31m) on a cash-free, debt-free basis, with consideration payable in cash at completion, subject to customary closing working capital adjustments. Completion is subject to customary conditions of closing, including merger clearance in Germany.
Status: Agreed

-UNITE GROUP SELLS 13 UK STUDENT PROPERTIES FOR GBP 295M
UK-based student accommodation manager and developer Unite Students (LON: UTG) has exchanged contracts for the disposal of 13 properties, comprising 4,175 beds to a Brookfield-managed fund for GBP 295m (USD 126.74m), the company said.
Unite's share is GBP 102m. Completion is due in 2Q17. The disposal is part of Unite's strategy to provide the capital to fund further growth in its development pipeline which is focused on mid to high ranked University locations with the most secure long-term growth prospects. It is the first stage of Unite's plan to recycle c.GBP 150-GBP 200 m of assets (Unite share) during 2017 to take advantage of the ongoing strength in the investment market for well let student accommodation.
Status: Agreed

-KEYWORDS STUDIOS ACQUIRES UK ART SERVICES SPECIALIST SPOV FOR GBP 1.2M
Irish video games industry technical services provider Keywords Studios plc (LSE: KWS) has acquired UK-based video game and film creative development services provider Spov Ltd. for a total consideration of up to GBP 1.2m (USD 1.49m) in cash from its founder, Allen Leitch, the company said.
Based in London, UK, Spov provides creative development, cinematics, UI, visual effects and motion graphics services to the video game and film markets. Founded in 2007 by Allen Leitch, Spov maintains a small team of creatives in London and manages a network of designers, animators, film makers and artists to produce intricate footage for use in video games, film and TV.
Status: Closed

-SIMIAN GLOBAL TO ACQUIRE BVI MEDIA AND ADVERTISING BUSINESS GVC IN REVERSE TAKEOVER
UK-based financial services provider Simian Global Plc (LSE: SMG) has signed a non-binding letter of intent to acquire the entire issued share capital of British Virgin Islands-based media and advertising business GVC Holdings Ltd. for new shares in Simian, the company said.
This acquisition, if it proceeds, will constitute a reverse takeover under the Listing Rules since, interalia, in substance it will result in a fundamental change in the business of the issuer.
Status: Agreed

-CAPGEMINI ACQUIRES INSURANCE IT SERVICES FIRM TCUBE SOLUTIONS
French technology consulting corporation Capgemini has acquired South Carolina-based insurance IT services firm TCube Solutions, Inc. to accelerate growth of managed services in North America, the company said.
TCube Solutions specialises in property and casualty insurance software and services and specialises in Duck Creek Technologies. Its offerings include integrated policy management, billing, claims operations, reinsurance management systems and data strategy capabilities.
Status: Closed

-MONROE CAPITAL ARRANGES FINANCING MIDWEST WHOLESALE HARDWARE ACQUISITION
Chicago-based investment firm Monroe Capital LLC has acted as administrative agent and sole lead arranger of funding that supports the acquisition of Missouri-based door distributor Midwest Wholesale Hardware Co. by New York-based private equity company High Road Capital Partners, the company said.
Monroe arranged a unitranche credit facility to fund the transaction. Monroe Capital is a provider of senior and junior debt and equity co-investments to middle-market companies in the US and Canada.
Status: Closed

-NORDSON ACQUIRES GERMAN SOLDERING SYSTEMS MAKER INTERSELECT
Ohio-based dispensing equipment manufacturer Nordson Corp. (NASDAQ: NDSN) has acquired Hagenbach, German soldering systems manufacturer InterSelect GmbH, the company said.
Nordson said the deal broadens its soldering capabilities for electronics assemblies.The company said InterSelect will become part of Nordson's Advanced Technology Systems segment. Nordson said it plans to operate InterSelect together with ACE Production Technologies under the new name Nordson Select.
Status: Closed

-INNOMAR ACQUIRES REIMBURSEMENT CONSULTANT WYATT HEALTH MANAGEMENT
Canadian patient assistance company Innomar Strategies, a division of AmerisourceBergen, has acquired Canada-based reimbursement consulting firm Wyatt Health Management to form InnomarConsulting, the company said.
The company said the acquisition reinforces Innomar Strategies' position in Canada's public and private payer reimbursement marketplace, and is expected to expand patient support services. Innomar Strategies offers commercialisation solutions, including market access consulting, patient support programs, nursing and clinic services and specialty pharmacy and logistics management in Canada's biopharmaceutical market.
Status: Closed

-HUB INTERNATIONAL ACQUIRES DENALI ALASKAN INSURANCE ASSETS
Chicago-based insurance brokerage Hub International Ltd. has acquired the assets of Alaska credit union Denali Federal Credit Union's Denali Alaskan Insurance, LLC, (DAI) insurance subsidiary, the company said.
The company said DAI, which specialises in property and casualty insurance solutions, will join Hub Northwest. Hub International provides property and casualty, life and health, employee benefits, investment and risk management products and services from offices located throughout North America.
Status: Closed

-CAPGEMINI ACQUIRES CALIFORNIA DIGITAL STRATEGY, DESIGN CONSULTANCY IDEAN
French technology consulting corporation Capgemini has acquired Palo-Alto, California-based digital strategy and design consultancy Idean, the company said.
This transaction is expected to close by the end of February 2017. Idean engages with clients in three main areas: envisioning strategic opportunities, designing and building digital experiences and changing cultures by developing competencies in new ways of working and design thinking.
Status: Closed

-VERIZON ACQUIRES OREGON DRONE FIRM SKYWARD
New York-based communications company Verizon Communications, Inc. (NYSE: VZ) (NASDAQ: VZ) has acquired Oregon-based drone company Skyward to bring drone operations management to Verizon's IoT portfolio, the company said.
The company said through this acquisition, businesses have a single source for integrating, managing and wirelessly connecting their drone operations linking people, projects and equipment into one workflow. Verizon Ventures, the company's venture capital division, said it brought Skyward in as a portfolio company and became a wireless service provider in Small UAV Coalition (SUAVC).
Status: Closed

-GRAY TO ACQUIRE 2 US TELEVISION STATIONS FROM DIVERSIFIED FOR USD 85M
Atlanta-based broadcast media company Gray Television, Inc. (NYSE: GTN) has entered into an agreement to acquire two television stations from Maine-based media company Diversified Communications for USD 85m, the company said.
The company said it anticipates closing the transaction primarily through the use of cash on hand at closing and, if necessary, borrowing under its existing senior credit facility. Subject to receipt of regulatory and other approvals, the company expects the transaction will close in 2Q17. This acquisition will add WABI (CBS/CW) in the Bangor, Maine market and WCJB (ABC/CW) in the Gainesville, Florida market.
Status: Agreed

-AMYGDALA NEUROSCIENCES ACQUIRES SUBSTANCE ABUSE INHIBITOR FROM GILEAD SCIENCES
California-based biopharmaceutical company Amygdala Neurosciences Inc. has entered into an agreement with Foster City, Calif.-based biopharmaceutical company Gilead Sciences, Inc. (NASDAQ: GILD) for the acquisition of ALDH2 inhibitor GS-6637, the company said.
The company said it plans to initiate clinical trials for treatment of both cocaine and alcohol use disorders using GS-6637. GS-6637 is a Phase-2 ready compound that utilises a novel pathway for the treatment of addiction.
Status: Closed

-RYERSON ACQUIRES GUY METALS TO STRENGTHEN STAINLESS STEEL PROCESSING CAPABILITIES
Chicago-based industrial metals distributor and processor Ryerson Holding Corp. (NYSE: RYI) has acquired Wisconsin-based metal service centre company Guy Metals, Inc. to bolster Ryerson's processing capabilities, the company said.
The company said the acquisition is expected to strengthening its stainless steel franchise through offering a portfolio of products to scale across its footprint. Guy Metals employs 70 people and has annual revenue of approximately USD 35m. Ryerson employs around 3,500 employees in approximately 100 locations.
Status: Closed


-STEWARD HEALTH CARE TO ACQUIRE EIGHT HOSPITALS FROM COMMUNITY HEALTH SYSTEMS
US-based community hospital network Steward Health Care System has signed an asset purchase agreement to acquire eight community hospitals affiliated with US-based hospital operator Community Health Systems, the company said.
These hospitals are in the US states of Ohio, Pennsylvania and Florida. Under its Accountable Care Organization model, Steward has emphasised integrated care, proving its ability to keep patients healthier and reduce hospitalizations for acute care, which keeps overall costs down and improves outcomes.
Status: Agreed

-WEBMD MULLS SALE, MERGER AMONG STRATEGIC ALTERNATIVES
US-based online health information provider WebMD Health Corp.'s (NASDAQ: WBMD) board of directors, working together with its management team and legal and financial advisors, has commenced a process to explore and evaluate potential strategic alternatives, the company said.
These alternatives could include, among other things, the sale of part or all of the company, a merger with another party or other strategic transaction or continuing to execute on WebMD's business plan. The company's board has not set a timetable for this process nor has it made any decisions related to any strategic alternatives at this time.
Status: Speculation

-THOR MINING CLOSES SALE OF SPRING HILL GOLD PROJECT INTEREST
UK-based mining company Thor Mining plc (AIM: THR) has closed the sale process of its residual interest in the Spring Hill Gold project, the company said. Formal documents for completion have been executed and final settlement funds of AUD 1.5m (USD 1.15m) have been received.
In February 2016, Thor announced the sale of its Spring Hill Gold project¹ for AUD 3.5m, of which AUD 1.5m for the company's residual 40% interest, remained due for settlement in February 2017.
Status: Closed

-RWS CLOSES USD 82.5M ACQUISITION OF LIFE SCIENCE LANGUAGE SERVICES FIRM LUZ
UK-based intellectual property support services company RWS Holdings plc (LSE: RWS) has closed the acquisition of US-based Life Sciences language services provider Luz, Inc for a cash consideration of USD 82.5m, the company said.
This deal was announced on 14 February. RWS has completed a placing to raise gross proceeds of GBP 40.0m to part-fund the acquisition. The company said the deal strengthens its position in global life sciences and increases market share, footprint and specialist positioning.
Status: Closed

-RESTORE ACQUIRES UK RECYCLING SERVICES FIRM THE ITAD WORKS
UK-based office services provider Restore plc (LSE: RST) has acquired UK-based IT asset recovery and recycling services provider The ITAD Works Ltd., the company said.
ITAD Works was founded in 2002. For the 12 months ending 30 September 2016, it generated revenues of GBP 3.5m based on unaudited management accounts. The acquisition was funded from Restore's existing bank facilities.
Status: Closed

-SOUND ENERGY INKS BINDING AGREEMENTS FOR OIL AND GAS FUND DEAL
African and European focused upstream gas company Sound Energy has entered into binding agreements with Oil and Gas Investment Fund S.A.S. for the conditional acquisition by the company of a further 20% interest in the company's Tendrara exploration permits, rights to apply for a 75%operated interest in an exploration permit for the Meridja area and an application and/or rights to apply for a 75% position in certain relinquished area(s) of the Tendrara exploration permit areas, the company said.
Status: Agreed

-CAPITAL AND REGIONAL CLOSES GBP 54.7M SALE OF BUTTERMARKET CENTRE IPSWICH
UK-based specialist property REIT Capital and Regional plc (LSE: CAL) has completed the sale of the Buttermarket Centre, Ipswich to the National Grid Pension Fund for a price of GBP 54.7m (USD 67.92m), the company said.
The group expects to make an IRR of over 40% on the total investment. Capital and Regional said the Buttermarket Centre was held by the company in a 50: 50 joint venture with Drum Property Group. The initial consideration for the whole joint venture was GBP 19.6m after repayment of associated debt of GBP 19.9m.
Status: Closed

-GREENLAND GOVERNMENT APPROVES ALBA TO ACQUIRE AMITSOQ GRAPHITE PROJECT
The Mineral Licensing and Safety Authority of Greenland has confirmed that the government of Greenland has now formally approved the indirect transfer to UK-based mining company Alba Mineral Resources plc (LSE: ALBA) of exploration licence 2013/06, comprising the Amitsoq Graphite Project in Southern Greenland, the company said.
As reported last November, having earned the right to a 49% interest in the project, Alba had further agreed, subject to regulatory approvals from the Greenlandic authorities, to acquire a further 41% interest in the Project to take Alba to 90% ownership in total.
Status: Agreed

-CANADIAN OIL AND GAS PRODUCER ZENITH SELLS ARGENTINE OPERATIONS
Canadian oil and gas production company Zenith Energy Ltd. (LSE: ZEN) (TSX.V: ZEE) has sold its operations in Argentina to a group of local energy investors, the company said.
The company acquired the Don Ernesto and Don Alberto fields in July 2010 and, following a systematic programme of operational improvements and cost reductions, was successful in achieving substantial increases in oil production and profitability. Zenith also demonstrated that there was significant potential for further field development. In August 2015, production at Zenith's Argentine operations was suspended.
Status: Closed

-CATHOLIC CHURCH COMMUNICATIONS SPECIALIST LITURGICAL PUBLICATIONS ACQUIRES PARISHPAY
US-based Catholic Catholic stewardship and communications company Liturgical Publications has inked definitive agreement to acquire US-based online and mobile payment solutions firm YapStone's ParishPay merchant portfolio, the company said.
The sale is consistent with YapStone's focus on providing end-to-end payment solutions to global marketplaces and large vertical markets. LPi's acquisition of ParishPay's merchant portfolio continues their expansion as a single source provider of digital, print and service solutions helping parishes create more vibrant and fiscally secure faith communities.
Status: Closed

-RENTERS WAREHOUSE ACQUIRES OKLAHOMA PROPERTY MANAGEMENT FIRM REDNECK PROPERTY
US-based residential property management company Renters Warehouse has acquired Oklahoma, US-based property management firm Redneck Property, the company said. Renters Warehouse's Chief Investment officer and president of Portfolio Services, Anthony Cazazian, noted that this exciting and strategic acquisition is the second of many to come in 2017.
Redneck Property's founders Albert Bode and Trent Barden will become a part of the Renters Warehouse family, while continuing to run the new Oklahoma office, adding over 400 properties to Renters Warehouse's growing numbers.
Status: Closed