Deal Pipeline
Monday 21 March 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-CAPIO FRANCE TO ACQUIRE LYON HOSPITAL PROJECT

Swedish hospital operator Capio AB's (STO: CAPIO) Capio France unit has agreed to acquire the hospital Clinique du Grand Large in Lyon and at the same time to divest the rehabilitation activities in Capio Centre Bayard in Lyon, the company said.
Capio France has agreed to acquire the hospital Clinique du Grand Large in Lyon, France, with annual sales of EUR 10m and 7,000 patients, from Mutualité Française, with effect from April 1, 2016.
Status: Agreed

-ASTRAZENICA ACQUIRES ALL RIGHTS TO RESPIRATORY PROGRAMME FROM OREXO
Swedish drugmaker Orexo (STO: ORX) will sell all its rights to the leukotriene C4 synthase inhibitor programme (OX-CLI project) to British drugmaker AstraZeneca (NYSE: AZN) for USD 5m, the company said. AstraZeneca established a collaboration with Orexo AB for OX-CLI in 2013 and maintained an option to acquire all rights in the programme.
As the programme has advanced into pre-clinical development with an identified development compound (candidate drug), AstraZeneca has chosen to exercise this option.
Status: Closed

-EXOR CLOSES USD 6.9BN ACQUISITION OF PARTNERRE
Italian investment firm Exor S.p.A. has closed its acquisition of Bermuda-based reinsurer PartnerRe Ltd. under a deal agree on 3 August 2015, the company said. On 3 August, Exor and PartnerRe agreed a USD 6.9bn deal under which PartnerRe shareholders will receive USD 137.50 a share in cash and a pre-closing dividend of USD 3/share. The final deal ended an intense bidding war for the Bermuda reinsurer between Exor and Axis Capital Holdings Ltd.
Under the merger agreement, PartnerRe had the right to solicit alternative acquisition proposals from third parties during a "go shop" period that expired just before midnight ET on 14 September 2015.
Status: Closed

-WALGREENS BOOTS ALLIANCE UPS STAKE IN AMERISOURCEBERGEN
US-based drug retailing chain Walgreens Boots Alliance, Inc. (NASDAQ: WBA) has exercised warrants to purchase 22,696,912 shares of US-based pharmaceutical sourcing and distribution services company AmerisourceBergen Corp. (NYSE: ABC) common stock for an aggregate payment of approximately USD 1.17bn, the company said.
Walgreens Boots said that the transaction was funded using existing cash on hand. After the exercise of these warrants, Walgreens Boots Alliance now owns 34,157,955 shares of AmerisourceBergen common stock, or 14.97% of AmerisourceBergen's outstanding equity (based on shares outstanding as of 31 January 2016, adjusted to give effect to the exercise of these warrants).
Status: Agreed

-FORMER EXECUTIVES MAKE USD 1.5BN BID FOR AFFYMETRIX
Origin Technologies Corp., LLC a newly created entity owned by a group of former executives of US-based gene testing company Affymetrix, Inc. have submitted a proposal to acquire Affymetrix, Inc. for USD 16.10 per share in an all-cash transaction valued at approximately USD 1.5bn, the company said.
According to Origin Technologies, the proposal represents a 75% premium to Affymetrix' unaffected closing share price of USD 9.21 on the last trading day prior to the announcement of US-based life science company Thermo Fisher Scientific Inc.'s proposed acquisition of Affymetrix.
Status: Bidding

-STARWOOD HOTELS SETS DATE FOR VACATION OWNERSHIP BUSINESS SPINOFF, MERGER
US-based hotel and leisure company Starwood Hotels and Resorts Worldwide, Inc.'s (NYSE: HOT) board of directors has set a record date of 28 March 2016 for the proposed spin-off of its vacation ownership business, Vistana Signature Experiences, Inc.
Starwood will distribute all of its shares of Vistana to its stockholders. Immediately following the spin-off, Vistana will merge with a wholly owned subsidiary of Interval Leisure Group, Inc. as a result of which the shares of Vistana common stock previously distributed will automatically be cancelled and converted into the right to receive shares of ILG common stock.
Status: Agreed

-NEWELL RUBBERMAID PRICES USD 8BN OF NOTES; WILL FUN CASH PART OF JARDEN MERGER
US-based consumer and commercial products company Newell Rubbermaid (NYSE: NWL) has priced a registered underwritten public offering of USD 8bn of notes and will use some of the proceeds to finance the cash consideration portion of the merger consideration for its pending acquisition of consumer products company Jarden Corp, the company said.
Newell Rubbermaid plans to use the net proceeds of the offering to finance the cash consideration portion of the merger consideration for its pending acquisition of Jarden Corp. Last December, Newell Rubbermaid and Jarden entered into a definitive agreement to combine businesses. The transaction creates a USD 16bn consumer goods company to be named Newell Brands.
Status: Agreed

-FUEL SYSTEMS ADJOURNS SPECIAL MEETING PENDING SEC REVIEW OF AMENDED MERGER DEAL
US-based alternative fuel components and systems maker Fuel Systems Solutions, Inc. (NASDAQ: FSYS) plans to adjourn a special meeting of stockholders previously scheduled for 22 March 2016 and will announce a new meeting date at that time, the company said..
The special meeting is being held to vote on the company's proposed merger with Canadian fuel systems provider Westport Innovations Inc. (TSX: WPT) (NASDAQ: WPRT). On 7 March 2016, Fuel Systems announced that it had signed an amendment to the deal. Fuel Systems said it is adjourning the special meeting to provide adequate time for the filing with and review by the Securities and Exchange Commission of an amended proxy statement/prospectus in connection with the amended agreement.
Status: Agreed

-STARWOOD HOTELS DETERMINES ANBANG CONSORTIUM OFFER SUPERIOR TO MARRIOTT DEAL
The board of US-based is a hotel and leisure company Starwood Hotels and Resorts Worldwide, Inc. (NYSE: HOT) has determined that a binding and fully financed proposal from a consortium of companies to acquire all of the outstanding shares of common stock of Starwood for USD 76.00 per share in cash constitutes a superior offer to the company's agreed deal to be acquired by Marriott International, Starwood said.
This consortium consists of Anbang Insurance Group Co., Ltd., J.C. Flowers and Co. and Primavera Capital Ltd. Under the terms of the consortium's proposal, which contains definitive documentation, the consortium would acquire all of the outstanding shares of common stock of Starwood for USD 78.00 per share in cash, an increase from a USD 76.00 per share proposal made by the consortium on 10 March 2016.
Status: Agreed

-MOORELAND PARTNERS ADVISES GERMAN CONSTRUCTION SOFTWARE FIRM CONJECT IN EUR 65M SALE TO ACONEX
UK-based investment bank Mooreland Partners acted as the exclusive financial advisor to German construction software specialist Conject on its sale to Australian cloud collaboration platform developer Aconex for EUR 65m net of cash acquired, Mooreland said.
The transaction is expected to close on 1 April 2016, subject to customary closing conditions. Aconex said that the combination of the two businesses will create the provider of cloud-based construction collaboration solutions, by revenue, in Europe and worldwide.
Status: Agreed

-SILVERARROW SUPPORTS "HIGHEST POSSIBLE VALUE" FOR GERMAN LASER MAKER ROFIN-SINAR
UK-based investment firm SilverArrow Capital Advisors LLP will continue to monitor its investment in German industrial laser company Rofin-Sinar Technologies, Inc. (NASDAQ: RSTI) following its agreement to be acquired by US-based laser company Coherent, Inc. (NASDAQ: COHR) for USD 32.50 per share in cash, the firm said.
SilverArrow, which owns a 9% stake in Rofin, has not yet signaled its support for the deal. The firm said it will continue to evaluate Coherent's offer, as well as any competing offers that may arise, as further information is disclosed.
Status: Agreed

-GAMELOFT TO FIGHT VIVENDI'S HOSTILE STAKEBUILDING FOLLOWING FRENCH REGULATORY CLEARANCE
French regulator the Autorité des marchés financiers has cleared French media and content group Vivendi's (PAR: VIV) hostile takeover bid to acquire a stake in French video game company Gameloft, the company said.
Gameloft said it will bring an action before the Paris Court of Appeal against this decision in the coming days. Last October, Vivendi (PAR: VIV) acquired equity stakes of 6.6% and 6.2% respectively in Ubisoft and Gameloft, two French companies with know-how in video games.
Status: Closed

-CRYOLIFE SELLS PROCOL DISTRIBUTION RIGHTS, PURCHASE OPTION TO LEMAITRE VASCULAR
US-based medical device maker LeMaitre Vascular, Inc. (NASDAQ: LMAT) has acquired US-based medical device company CryoLife, Inc.'s (NYSE: CRY) ProCol Vascular Bioprosthesis distribution rights and purchase option and has exercised that option to acquire ProCol from Hancock Jaffe Laboratories Inc., the company said.
Under the terms of the agreements, CryoLife will receive approximately USD 2m for all of its ProCol related assets, including inventory, customer lists, related marketing assets, and its purchase option, as well as for settlement of all amounts due to CryoLife from Hancock Jaffe.
Status: Closed

-WESTPORT WINS SHAREHOLDER NOD FOR FUEL SYSTEMS MERGER
Shareholders of Canadian fuel systems provider Westport Innovations Inc. (TSX: WPT) (NASDAQ: WPRT) have voted to approve the company's amended deal to merge with US-based Fuel Systems Solutions, Inc. (NASDAQ: FSYS), the company said.
Meanwhile, Fuel Systems Solutions, Inc. (NASDAQ: FSYS) said last Friday it plans to adjourn a special meeting of stockholders previously scheduled for 22 March 2016 and will announce a new meeting date at that time, the company said. The special meeting is being held to vote on the company's proposed merger with Canadian fuel systems provider Westport Innovations Inc. (TSX: WPT) (NASDAQ: WPRT).
Status: Agreed

-CAPITAL AND REGIONAL BUYS THIRD HEMEL HEMPSTEAD PROPERTY
UK focused specialist property REIT Capital and Regional plc has acquired Fareham House in Hemel Hempstead in an off-market transaction for GBP 7.8m (USD 11.29m), the company said.
The acquisition, which is immediately adjacent to both the Marlowes shopping centre and Edmonds Parade, which were acquired by the company in February 2016, means that Capital and Regional now has the opportunity of consolidating all three assets into a single, dominant town centre scheme. Altogether, the properties provide 340,000 sq ft of retail space across 87 retail units, with 1,200 car parking spaces.
Status: Closed

-HIG CAPITAL FUNDS HALEX ISTAR'S ACQUISITION OF ISOFARMA
US-based private equity firm H.I.G. Capital has completed a strategic investment in Halex Istar to facilitate the acquisition of Isofarma, both manufacturers of pharmaceutical parenteral solutions in Brazil, H.I.G. said.
Headquartered in Goiânia and with nearly 60 years of history, Halex Istar is a domestic manufacturers of large volume parenteral solutions with presence in all Brazilian regions. The company offers a portfolio of medicines to hospitals and clinics throughout Brazil. Isofarma, based in Fortaleza and with over than 15 years of history, also operates in the same segment, but with an emphasis on small volume parenteral solutions.
Status: Closed

-AMARA MINING SCHEDULES 8 APRIL SHAREHOLDER VOTE FOR PERSEUS BUYOUT
UK-based mining company Amara Mining plc (AIM: AMA) will hold a meeting on 8 April 2016 for shareholders to vote on a range of proposals related to its agreed deal to be acquired by Australian mining company Perseus Mining Ltd(ASX: PRU), the company said.
On 28 February 2016, Amara and Perseus reached agreement on the terms of a deal under which Perseus will acquire the entire issued and to be issued share capital of Amara in exchange for new Perseus shares and warrants. The combination values the entire issued share capital of Amara at approximately GBP 68.3m and each Amara Share at 16.3 pence.
Status: Agreed

-OPERA INVESTMENTS, SOLOPOWER SYSTEMS NEED EXTRA TIME TO LINE UP MERGER FINANCING
UK-based investment company Opera Investments Plc needs extra time to raise the required financing to close its acquisition of US-based photovoltaic technology company SoloPower Systems Holdings, Inc., and the companies have agreed to amend the terms of their merger deal, Opera said.
On 20 July 2015, the Opera announced that it had reached a heads of terms agreement to acquire all of the issued share capital of SoloPower. This is worth around USD 220m. Opera said it was advised that the prevailing market sentiment would likely not support completion of the proposed equity capital raise in light of recent significant market volatility.
Status: Agreed

-UK WAREHOUSING FIRM NORISH SELLS LEEDS SITE
UK-based warehousing company Norish plc (LSE: NSH) has completed the sale of its Leeds site to Northern Hub Ltd. for GBP 450,000 (USD 651,195), the company said. The company said that its decision to sell the property is in line with its strategy of exiting the ambient sector.
Norish plc is a United Kingdom-based warehousing company serving the food manufacturing, distribution and retailing sectors.
Status: Closed

-DALATA HOTEL CLOSES EUR 13M ACQUISITION OF CLARION HOTEL IN SLIGO
Irish hotel operator Dalata Hotel Group plc has closed the acquisition of the Clarion Hotel in Sligo, the company said. In January, Dalata agreed to buy the property, which was in receivership.
The company paid EUR 13m (USD 14.64m) for the property. Dalata had been managing the 162 room hotel under contract, and will continue to do so as owner.
Status: Closed

-HIGHLANDS NATURAL RESOURCES ACQUIRES UTAH URANIUM CLAIMS
UK-based oil and gas company Highlands Natural Resources plc has entered into a cooperation agreement with US-based mining company Ticaboo Minerals, Inc. and Highlands has received an assignment covering 100% of 26 unpatented mining claims in Grand County, Utah covering approximately 537 acres, the company said.
This move follows Highlands' evaluation of oil and gas well logs in Utah which have uncovered a potential uranium discovery, which can be mined via an in-situ solution mining process and is an extension of the company's strategy to evaluate potential value adding acquisitions.
Status: Closed

-STEINHOFF'S CONFORMA UNIT AGREES TO BUY UK WHITE GOODS RETAILER DARTY
South Africa-based furniture retailer Steinhoff International Holdings NV's France-based Conforama has agreed to acquire UK-based white goods retailer Darty plc (LSE: DRTY) for GBP 673m (USD 970.10m), the company said.
Last November, Darty agreed to be purchased by the French electronics and music retailer Groupe Fnac in a GPB 558m (USD 804.33m) deal. However, the boards of Conforama and Darty last week reached agreement on the terms of Conforama to acquire for the entire issued and to be issued ordinary share capital of Darty.
Status: Agreed

-UK REIT HANSTEEN ACQUIRES GBP 2.1M OF UNITS IN THE ASHTENNE INDUSTRIAL FUND
UK and Continental European property investment company Hansteen Holdings plc (LSE: HSTN) has acquired a further 4.7m units in the Ashtenne Industrial Fund from clients of Schroder Investment Management Ltd. for GBP 2.1m (USD 3.03m) cash, the company said.
The sale price represents a price per unit of 44.21 pence. This acquisition represents 0.8% of the units in issue and increases Hansteen's holding in AIF to 83.5%. AIF owns some 11.3m sq ft of multi-let industrial properties in the UK.
Status: Closed

-SAINSBURY MAKES GBP 1.4BN CASH/SHARES BID FOR UK'S HOME RETAIL GROUP
UK-based supermarket chain J Sainsbury plc has proposed to pay GBP 1.4bn in cash and shares for UK-based Home Retail Group, the company said.
Home Retail is the owner of Argos, a non-food retailer. The combination would create a retail group with around 2,000 stores. Under the deal, Sainsbury's would pay 55 pence in cash plus 0.321 new sainsbury's shares for each HRG share. In addition, HRG Shareholders are expected to be entitled to receive a special dividend of 27.8 pence per HRG share, provided only that the board of HRG resolves to pay the special dividend prior to the offer becoming or being declared unconditional in all respects.
Status: Agreed

-MPH VENTURES RECEIVES REGULATORY CLEARANCE FOR ACQUISITION OF CUBA-FOCUSED TRAVEL FIRM TRAVELUCION
Canadian exploration stage company MPH Ventures Corp. (TSX Venture: MPS) (OTCBB: MPSFF) (Frankfurt: IJA2) has received regulatory acceptance for its change of business through the acquisition of a 100% interest in Cuba-focused travel media firm Travelucion S.L., the company said.
Last October, MPH acquired a 20% interest in Travelucion S.L in exchange for common shares of MPH Ventures and USD 100,000 in cash with an option to acquire the remaining 80% interest. Travelucion is an online travel media company that specialises in travel marketing, electronic reservation and online booking solutions for international visitors to Cuba.
Status: Closed

-FOX RIVER VALLEY BANCORP WINS SHAREHOLDER NOD FOR COUNTY BANCORP BUYOUT
Shareholders of US-based bank holding company Fox River Valley Bancorp, Inc. have approved the merger of Fox River with and into Wisconsin, US-based bank holding companies County Bancorp, Inc. (NASDAQ: ICBK) at a shareholder meeting held on 17 March, the companies said.
Approval of the merger by County shareholders is not required. Last November County and Fox River Valley entered into a definitive agreement to merge Fox River Valley into County.
Status: Agreed

-ADDTECH ACQUIRES HONG KONG ELECTRICAL SUPPLIES WHOLESALER
Sweden-based technology trading group Addtech Power Solutions (STO: ADDTB) has agreed to acquire 75% of the shares outstanding in Hong Kong-based electrical supplies wholesaler Poryan China Company Ltd, the company said.
The closing is estimated to take effect in the beginning of April 2016. The acquisition is estimated to have a marginally positive effect on Addtech's earnings per share during the coming financial year.
Status: Closed

-OPSEC SECURITY IN TALKS TO BUY API GROUP'S SECURITY HOLOGRAPHICS DIVISION
US-based security company OpSec Security is in discussions to acquire the security business of UK-based foils and laminates company API Holographics, the company said. OpSec Security expects to complete the process in early April 2016.
API Group will maintain its packaging enhancement business. OpSec Security solutions are designed to protect brands, transaction cards and government documents and currency from counterfeits.
Status: Talks

-IBM ACQUIRES UK SYSTEMS INTEGRATOR OPTEVIA
US-based IT company IBM (NYSE: IBM) has acquired UK-based systems integrator Optevia, the company said. Optevia will join IBM Global Business Services and help meet the increasing client demand for CRM SaaS solutions within the public sector.
The company's main focus on UK emergency services, central government, local government, health authorities and housing and social enterprises, allows it to offer their clients highly differentiated solutions. Optevia's client base includes ministries, councils, regulators, licensing and grant management organisations, transport authorities and social housing organisations.
Status: Closed

-MINNESOTA-BASED OMNIS PHARMA, MAGNIS THERAPEUTICS MERGE TO FORM VYRIAD
Rochester, Minnesota-based clinical stage bio-pharmaceutical company Omnis Pharma, Inc. and Rochester, Minnesota-based biotechnical research company Magnis Therapeutics, LLC have merged to form Vyriad, a clinical-stage oncolytic immunovirotherapy development company, the companies said.
The combined companies' product development pipeline encompasses multiple clinical-stage and late preclinical-stage products targeting a range of human cancer indications, including a Phase 1 development program partnered with a large pharmaceutical company.
Status: Closed

-SOMO ACQUIRES ENTERPRISE OIL AND GAS ASSETS FOR USD 1.8M IN SHARES
Czech Republic-based development stage company Somo Inc. (OTCQB: SMMO) has signed an agreement with US-based oil company Enterprise Oil and Gas Ltd. to purchase all of its California oil and gas assets in a stock-based purchase, the company said.
Somo has acquired the assets by issuing 637,000 common shares. The shares are worth around USD 1.815m at current prices. The acquisition is expected to close 16 April 2016. Enterprise Oil and Gas Corp. is an Oil and Gas production company that emphasises responsible development of energy resources in a sustainable and responsible manner.
Status: Closed

-WELLINGTON EQUESTRIAN PARTNERS TO ACQUIRE INTERNATIONAL POLO CLUB
Florida, US-based polo event producer Wellington Equestrian Partners has signed a definitive agreement to acquire the Wellington, Florida-based International Polo Club, the company said.
The purchase includes the core IPC club facilities and surrounding properties, totaling 248 acres. This transaction will close in late April. Wellington Equestrian Partners owns the Palm Beach International Equestrian Center (PBIEC) in Wellington, a hunter/jumper and dressage competition venue.
Status: Agreed

-CLEAVER-BROOKS ACQUIRES CANADIAN BOILER MAKER CAMUS HYDRONICS
US-based boiler room solutions provider Cleaver-Brooks, Inc. has acquired Canada-based boiler maker Camus Hydronics Ltd., the company said. Cleaver-Brooks is a part of US-based holding company Harbour Group.
Since its founding in 2000, Camus has designed and manufactured condensing hydronic boilers and water heaters for the commercial, institutional, large residential and light industrial markets.
Status: Closed

-PR FIRM MSLGROUP CHICAGO MERGES WITH LEO BURNETT'S REPUTATION PRACTICE
US-based public relations firms MSLGROUP and Leo Burnett's Reputation and Communications Practice are joining forces to create one integrated PR offering, the companies said.
Housed under the MSLGROUP brand, this combined team unites MSLGROUP's consumer and corporate public relations experts in Chicago with Leo Burnett's reputation and content specialists.
Status: Closed

-ROYAL ENERGY RESOURCES ACQUIRES MAJORITY STAKE IN ENERGY COMPANY RHINO RESOURCES
US-based natural resource company Royal Energy Resources, Inc.(OTCQB: ROYE) has assumed control of US-based surface and underground mining company Rhino Resource Partners, LP (OTCQB: RHNO), the company said.
Royal Energy has acquired all of the issued and outstanding membership interests of Rhino GP LLC, the general partner of Rhino, as well as 9,455,252 issued and outstanding subordinated units from US-based hedge fund sponsor Wexford Capital LP, the company said.
Status: Closed