Deal Pipeline
Monday 21 May 2018
The following is a list of deals covered in detail by M and A Navigator this week:

-DIPHARMA FRANCIS CLOSES ACQUISITION OF KALEXSYN

Italian active pharmaceutical ingredients manufacturer Dipharma Francis S.r.l. has completed its acquisition of contract research organisation Kalexsyn, Inc., the company said. Kalexsyn provides chemistry services to the biotechnology and pharmaceutical industry.
Under a 19 March, Dipharma has acquired all of the issued and outstanding shares of Kalexsyn through its American subsidiary Dipharma, Inc. Kalexsyn, based in Kalamazoo, Michigan, was founded in 2003 and provides chemistry services that support the drug discovery and development activities of their customers.
Status: Closed


-PAYPAL TO ACQUIRE EUROPEAN SMALL BUSINESS COMMERCE PLATFORM IZETTLE FOR USD 2.2BN

US-based payments company PayPal Holdings, Inc. (NASDAQ: PYPL) has agreed to acquire Swedish small business commerce platform iZettle for USD 2.2bn, the company said. The acquisition of iZettle significantly expands PayPal's in-store presence, strengthening PayPal's platform to help millions of small businesses around the world grow and thrive in an omnichannel retail environment.
This combination brings together iZettle's in-store expertise, recognized brand and digital marketing strength with PayPal's global scale, mobile and online payments leadership, and trusted brand reputation.
Status: Agreed

-TRITON, KKR SELL FINNISH PRIVATE HEALTHCARE PROVIDER MEHLAINEN TO CVC CAPITAL PARTNERS
Funds advised by Triton and KKR has sold of Finnish private health care and social services provider Mehiläinen to CVC Capital Partners, KKR said.
Triton and KKR acquired Mehiläinen in March 2010 as joint investors on a 50-50 basis. Varma and Ilmarinen, mutual pension insurance companies, have been minority shareholders since 2015 and LähiTapiola, a mutual life insurance company, since 2016.
Status: Closed

-MARANON CAPITAL PROVIDES SENIOR FINANCING FOR COMVEST PARTNERS' ACQUISITION OF ENGAGE2EXCEL
US-based alternative investment management firm Maranon Capital was Joint Lead Arranger for a senior credit facility to support investment firm Comvest Partners' acquisition of US-based employee recognition, sales incentives, talent acquisition and consumer loyalty solutions and services provider Engage2Excel, the firm said.
E2E's solutions focus on attracting, retaining, and engaging both employees and customers to increase productivity and profitability. The company maintains relationships across a diversified client base ranging from Fortune 100 companies to small and medium-sized businesses.
Status: Closed

-ESSENDANT RECEIVES UNSOLICITED ALL-CASH OFFER FROM STAPLES
US-based workplace items distributor Essendant Inc. (NASDAQ: ESND) has received an unsolicited proposal from US-based office supplies retailer Staples, Inc. to acquire all shares of Essendant stock for USD 11.50 per share in cash, the company said.
Genuine Parts Company has a prior agreement to buy the company for USD 12 per share. Under that deal, Genuine Parts would combine Essendant and GPC's S.P. Richards business in a deal valued at USD 680m.
Status: Bidding

-BGG AND SOLIX ALGREDIENTS COMBINE TO FORM NATURAL EXTRACT INGREDIENTS COMPANY
Natural ingredients supplier BGG and algae-derived ingredients provider Solix Algredients, Inc. have joined forces to form a new company supplying functional ingredients sourced from nature to the nutrition, food/beverage, personal care and feed markets, the companies said. The new company's portfolio of natural extract ingredients originates from three sectors: algae, fruits and plants.
Their product range features patented technologies and ingredients with significant, defined consumer benefits. The portfolio includes natural astaxanthin, DHA Omega-3 fatty acids, Vitamin E tocotrienols, apple polyphenols and fruit/berry extracts.
Status: Closed

-BERTRAM CAPITAL COMPLETES SALE OF GLASS VISUAL DISPLAY SPECIALIST CLARIUS
US-based private equity firm Bertram Capital has completed the sale of US-based glass visual display solutions producer Clarus to private equity firm The Riverside Company, Bertram said. This represents Bertram's ninth exit since the firm's inception in 2006.
Bertram Capital first invested in Clarus in March 2015 and quickly deployed its value creation strategy, the Bertram High5SM. During Bertram's three-plus years of ownership, Clarus tripled in revenue, bolstered its leadership team, invested in a dedicated R and D department, hired new vertical managers for end market expansion and more than doubled its production capacity.
Status: Closed

-ZAIS GROUP WINS SHAREHOLDER NOD FOR GOING PRIVATE MERGER
Shareholders of US-based financial services group Zais Group Holdings, Inc. (NASDAQ: ZAIS) have voted to approve agreement and plan of merger, dated as of 11 January 2018, by and among the company, ZGH Merger Sub, Inc., a wholly-owned subsidiary of the company, and Z Acquisition LLC, of which Christian Zugel, the company's chairman and chief investment officer, is the sole managing member.
Under the deal, Merger Sub will be merged with and into the company, with the company surviving the merger. Zais owns a majority interest in and is the managing member of, ZAIS Group Parent, LLC.
Status: Agreed

-FIBRANT'S CAPROLACTAM BUSINESS TO BE SOLD TO HIGHSUN
Dutch health, nutrition and materials company Royal DSM's minority owned Fibrant Holding BV plans to sell Fibrant BV and 60% of the shares of Fibrant China to the Highsun Holdings Group Ltd, the group said. Through the joint venture Chemicalnvest, DSM and CVC Capital Partners indirectly own 35% and 65% respectively of the shares of Fibrant BV. 
The intended sale is expected to be completed in 3Q18, subject to customary regulatory approvals. It is estimated that DSM will receive about EUR 200m in cash following the closing of the transaction with Highsun Holdings Group Ltd.
Status: Agreed

-ESCALADE SELLS STAKE IN SWEDEN'S STIGA SPORTS GROUP
US-based sporting goods company Escalade, Inc. (NASDAQ: ESCA) has sold its 50% equity share of Sweden-based Stiga Sports Group AB, the company said.
In connection with the sale, Escalade Sports, its wholly owned subsidiary and specialist in sports and outdoor recreational equipment, entered into a long-term licensing agreement for the Stiga brand on table tennis tables and accessories in North America. Escalade sold its 50% ownership position to a Swedish private investor.
Status: Closed

-IMPACT GROUP ACQUIRES THREE INDEPENDENT FOOD BROKERS
Idaho, US-based consumer packaged goods sales and marketing agency Impact Group has acquired three independent food brokerage companies in Minnesota and Wisconsin: Impact Sales and Associates, Ritt-Beyer and Weir, and WJ Pence, the group said.
As food brokers, Impact Sales and Associates, RBW, and WJ Pence reinforce Impact Group's coverage in key markets, and in the Midwest, in particular. In addition to expanded coverage in conventional grocery and the natural channel, these additions increase Impact Group's Midwest exposure to both convenience and mass retail, including Target stores. Impact Group has previously worked closely with all three brokers being acquired.
Status: Closed

-CLEARWATER LIVING ACQUIRES CLEARWATER AT RIVERPARK IN CALIFORNIA
US-based senior living property operator Clearwater Living has acquired California, US-based brand-new independent senior living community located Clearwater at Riverpark, the company said.
The community is adjacent to The Collection at Riverpark, a 600,000 square foot lifestyle retail centre including restaurants, shops and theaters. The community was purchased from The Wolff Company; the purchase price was not disclosed.
Status: Closed

-PERMIRA SELLS CLOUD DIGITAL COMMERCE BUSINESS MAGENTO TO ADOBE FOR USD 1.68BN
A company backed by UK-based investment firm Permira's funds has signed a definitive agreement to sell cloud digital commerce specialist Magento Commerce to US-based Adobe (NASDAQ: ADBE) in an all-cash transaction for USD 1.68bn, the firm said.
Hillhouse Capital, the Asia-focused investment firm, will also sell its stake in Magento to Adobe in this transaction. Magento Commerce is a provider of cloud commerce innovation to merchants and brands across B2C and B2B industries.
Status: Agreed

-BLACKSTONE TO ACQUIRE LASALLE HOTEL PROPERTIES IN USD 4.8BN DEAL
US-based lodging REIT LaSalle Hotel Properties (NYSE: LHO) has entered into a definitive agreement with affiliates of Blackstone Real Estate Partners VIII, under which US-based asset manager Blackstone (NYSE: BX) will acquire all outstanding common shares of beneficial interest of LaSalle for USD 33.50 per share in an all-cash transaction valued at USD 4.8bn, LaSalle said.
The transaction, which has been unanimously approved by LaSalle's board of Trustees), represents a premium of approximately 35 % over LaSalle's unaffected share price of USD 24.84 as of 27 March, the day before the public announcement of a proposal to acquire the company in an all-stock transaction.
Status: Agreed

-SIERRA BANCORP CLOSES ACQUISITION OF LOMPOC BRANCH OF COMMUNITY BANK OF SANTA MARIA
California, US-based Bank of the Sierra has closed the acquisition of an estimated USD 35m in deposits and certain assets of a Community Bank of Santa Maria branch located in Lompoc, California, the company said.
Bank of the Sierra's purchase is scheduled for completion Spring 2018, pending regulatory approval. Bank of the Sierra is the banking subsidiary of Sierra Bancorp (NASDAQ: BSRR). Community Bank of Santa Maria is the banking subsidiary of Community Bancorp of Santa Maria (OTCQX: CYSM).
Status: Closed

-WILSON LEGAL SOLUTIONS, STANTON ALLEN TO MERGE OPERATIONS
Pennsylvania, US-based software and services group Wilson Legal Solutions and London, UK-based business development consultancy Stanton Allen Ltd. have entered into a definitive merger and acquisition agreement to consolidate operations, the companies said.
The consolidation brings together two experts in the professional services sector, resulting in an organisation that helps the industry meet its evolving needs regarding business development.
Status: Agreed

-LEVINE LEICHTNMAN CAPITAL TO ACQUIRE BEST LAWYERS PEER REVIEW PUBLICATIONS
California, US-based private equity firm Levine Leichtman Capital Partners (LLCP) has partnered with management to acquire South Carolina, US-based peer review publication to the legal community Best Lawyers, operating through the Best Lawyers, Best Law Firms and Lawyer directory brands, the company said.
The investment in Best Lawyers will be the fourth from LLCP Lower Middle Market Fund, L.P. LLCP said it looks forward to working with Best Lawyers as it continues to build brand equity and expand the business into new products and markets.
Status: Agreed

-BAIN TO ACQUIRE DIGITAL MARKETING AGENCY FRWD
New York, US-based management consulting firm Bain and Company has agreed to acquire Minneapolis, US-based digital marketing agency FRWD, the company said.
The acquisition will dramatically strengthen Bain and company's ability to help its clients drive results across marketing channels, decrease their long-term reliance on external partners and leverage customer data sets for better accuracy in reaching consumers.
Status: Agreed

-LIBERATED SOLUTIONS TO ACQUIRE STERLING GLOBAL PRODUCTS
New York, US-based green energy services holding company Liberated Solutions, Inc. (OTC PINK: LIBE) has executed an LOI to acquire Louisiana, US-based hygiene products supplier Sterling Global Products, LLC., and all its assets, the company said.
Sterling said by operating under Liberated, it is looking to add additional retail chains nationwide and place commercial dispenses for public restrooms in hospitals, nursing homes, airports, hotels and office buildings.
Status: Agreed

-AZINCOURT ENERGY, NEW AGE METALS ACQUIRE LITHMAN WEST EXTENSION LITHIUM PROJECT
Canada-based resource company Azincourt Energy Corp. (TSX.V: AAZ) (OTC: AZURF), in conjunction with its joint venture partner New Age Metals (TSX.V: NAM), has acquired a 2725-hectare land package Lithman West Extension Project, located near Manitoba-based Tanco Mine Site, the company said.
This addition to the original JV agreement with New Age Metals commits Azincourt to an additional CDN 250,000 worth of exploration spend over the life of the partnership and has increased the 2018 exploration budget by CDN 100,000.
Status: Closed

-NEMASTE TO ACQUIRE 51% OF INFINITE LABZ SHARES
Canada-based Namaste Technologies Inc. (TSX Venture: N) (FRANKFURT: M5BQ) (OTCMKTS: NXTTF), a provider of medical cannabis consumption devices, has agreed to acquire 51% of the outstanding shares of 2624078 Ontario Inc. (Infinite Labz) and has agreed to finance the construction of Infinite Labz's facility in Etobicoke, Ontario, the company said.
Financial terms were not disclosed.
Infinite Labz intends to submit an application to become a Health Canada licensed producer of medical cannabis oil, with the intention of resale to both the medical and recreational markets.
Status: Agreed

-SAFE FLEET TO ACQUIRE AMERICAN VAN EQUIPMENT TO EXPAND WORK TRUCK PORTFOLIO
Missouri, US-based provider of safety and productivity solutions for fleet vehicles Safe Fleet has agreed to acquire New Jersey, US-based van and truck accessories manufacturer American Van Equipment, the company said.
Safe Fleet said the acquisition of American Van Equipment will solidify Safe Fleet's position within the work truck industry as the preeminent provider of safety and productivity solutions.
Status: Agreed

-TEGRA ACQUIRES ATHLETIC UNIFORM AND GEAR MAKER FJORD
Georgia, US-based apparel manufacturer Tegra has acquired Oregon, US-based athletic uniform and gear manufacturer Fjord LLC to strengthen Tegra's market share, the company said. Tegra said the acquisition brings strategic growth opportunities to outfit professional, college and high school sports teams, fans and athletes throughout North America.
The company said the addition of Fjord aligns with its core strategic initiative to grow and strengthen the value it provides to the sports, team and licensing apparel market.
Status: Closed

-PARTS TOWN ACQUIRES FOODSERVICE BUSINESS OF MINNESOTA'S 3WIRE
Illinois, US-based foodservice parts distributor Parts Town has acquired the foodservice parts distribution and field service business assets of Minnesota, US-based Marmon company 3Wire Group, the company said.
3Wire's beverage parts distribution division and technical service support team will remain part of Marmon, will be re-branded, and will be the subject of a future announcement from Marmon. PT Holdings, parent company of Parts Town said this acquisition will further strengthen the differentiated value the company brings to manufacturer and customer partners.
Status: Closed

-GLOBAL PARTNERS TO ACQUIRE CHAMPLAIN OIL ASSETS IN VERMONT, NEW HAMPSHIRE
Massachusetts, US-based logistics and marketing company Global Partners LP (NYSE: GLP) has signed an agreement to purchase assets of Vermont, US-based Champlain Oil company Inc.'s retail fuel and convenience stores located in Vermont and New Hampshire, the company said.
The acquisition includes 37 company-operated gas stations with Jiffy Mart-branded convenience stores in Vermont and New Hampshire, and approximately 24 fuel sites that are either owned or leased including lessee dealer and commission agent locations.
Status: Agreed

-EMERSON TO STRENGTHEN PRESENCE IN FLUID AUTOMATION SOLUTIONS WITH ACQUISITION OF AVENTICS
St. Louis, US-based technology and engineering company Emerson (NYSE: EMR) has agreed to acquire Germany based pneumatics parts manufacturer Aventics from private equity firm Triton for EUR 527m (USD 620m) in cash, the company said.
Aventics builds upon and strengthens Emerson's capabilities and solutions in key discrete and hybrid automation markets, including food and beverage, packaging, automotive assembly and medical equipment.
Status: Agreed

-TPG GROWTH TO ACQUIRE MARKETING SERVICES PLATFORM HALO FROM AUDAX
Texas, US-based growth equity platform TPG Growth has partnered with management to acquire Illinois, US-based marketing services platform Halo Branded Solutions from Audax Private Equity, the company said.
TPG Growth said Halo is well-positioned to capitalise on its leading position in a fragmented market, and TGP said it with the acquisition it would accelerate the company's growth, both organically and through acquisitions.
Status: Agreed

-ALICORP ACQUIRES BOLIVIA-BASED FINO FOR USD 293M
Peru-based CPG and B2B company Alicorp S.A.A. (Lima Stock Exchange: ALICORC1) (Lima Stock Exchange: ALICORI1) subsidiaries Holdco Bolivia Inversiones S.A. and Alicorp Holdco España S.L., have respectively acquired 100% of the shares of Bolivia-based CPG and B2B company Industrias de Aceite S.A. and related businesses (jointly Fino), the company said.
The acquisition price for Fino and the brands amounted to USD 292,956,267. The closing of this transaction is subject to the completion of certain precedent conditions detailed in the SPA.
Status: Closed

-VALVOLINE TO ACQUIRE GREAT CANADIAN OIL CHANGE TO EXPAND OUTSIDE US
Kentucky, US-based lubricant and automotive services supplier Valvoline Inc. (NYSE: VVV) has signed a definitive agreement to acquire the business assets of quick lube franchisor Great Canadian Oil Change, to expand its quick-lube footprint outside the US, the company said.
The acquisition will expand Valvoline's existing quick-lube network to more than 1,200 company-owned and franchised locations.
Status: Agreed

-ULTIMACO TO ACQUIRE HSM PROVIDER ATALLA FROM MICRO FOCUS
Germany based cybersecurity solutions provider Utimaco has proposed the acquisition HSM and ESKM business lines of California, US-based electronic payments provider Atalla from Micro Focus to strengthen hardware security modules business, the company said.
With the acquisition of Atalla, Utimaco will be accelerating its growth trajectory into the payments market with access to top brand banking and financial services players, especially in the USA, UK and Asia.
Status: Agreed

-ILLINOIS AMERICAN WATER ACQUIRES SUNDALE UTILITIES FOR USD 2M
Illinois, US-based public utility company Illinois American Water has acquired Sundale Utilities, Inc., adding 1,415 new wastewater customers and 475 water customers to the Illinois American Water customer base, the company said.
The Illinois Commerce Commission approved the USD 2m sale for Illinois American Water to the water and wastewater systems. Illinois American Water said it plans to invest an estimated USD 4.4m over the first five years of ownership. This investment includes security and safety improvements including improved chemical storage and electrical upgrades for reliability.
Status: Closed

-MIDDLEBY TO ACQUIRE FOODSERVICE EQUIPMENT MAKER TAYLOR FOR USD 1BN
Illinois, US-based foodservice equipment provider The Middleby Corp. (NASDAQ: MIDD) has entered into a definitive agreement to acquire foodservice equipment manufacturer Taylor Company from UTC Climate, Controls and Security for USD 1.0bn, the company said.
UTC is a unit of United Technologies. Middleby will finance the all-cash acquisition under its existing revolving credit facility. In 2017, Taylor had revenues of approximately USD 315m and USD 65m of adjusted earnings before interest, taxes and depreciation. The transaction has been structured to provide Middleby with a tax step-up with a net present value of approximately USD 150m.
Status: Agreed

-UNIVERSAL POWER GROUP TO ACQUIRE PROJECT PHOENIX MERGER SUB IN MERGER AGREEMENT
Texas, US-based battery and power accessories supplier Universal Power Group, Inc. (UPGI) has agreed to a plan of merger by and among UPGI Holdings, Inc., a Delaware corporation (the "Parent"), Project Phoenix Merger Sub, Inc., a Texas corporation and the company, under which Universal Power Group will become a wholly-owned subsidiary of the Parent, the company said. In the cash-out merger agreement, UPGI and the minority shareholders of the company will receive consideration of USD 2.24 per share the company said.
The merger agreement and the transactions were approved by an independent special committee of the board of directors of the company and subsequently by full the board of directors.
Status: Agreed