Deal Pipeline
Monday 22 February 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-AEGION CLOSES USD 85M ACQUISITION OF PRESSURE PIPE REHAB SPECIALIST UNDERGROUND SOLUTIONS
US-based infrastructure protection and maintenance company Aegion Corp. (NASDAQ: AEGN) has closed its acquisition of Underground Solutions, Inc. for USD 85m in cash, the company said. Underground Solutions' patented fusible polyvinyl chloride products focus on the rehabilitation of pressure pipelines, primarily in North America.
The company will separately pay for the discounted value of tax benefits (estimated to be approximately USD 5m) associated with Underground Solutions' net operating loss carry forwards at closing.
Status: Closed

-SWEDISH REAL ESTATE FIRM HUFVUDSTADEN TO ACQUIRE CENTRAL GOTHENBURG PROPERTY
Swedish real estate company Hufvudstaden (STO: HUFVA) (STO: HUFVC) is acquiring Inom Vallgraven 3:2 property, located at Stora Nygatan 17 in central Gothenburg, the company said. The seller is Vimpelkullen Fastigheter AB and the transaction will take place by means of a company transfer. Hufvudstaden said that the underlying property value is SEK 82m (USD 9.69m).
Status: Agreed

-ON SEMICONDUCTOR EXTENDS USD 2.4BN TENDER OFFER FOR FAIRCHILD SEMICONDUCTOR
US-based chipmaker Semiconductor Corp. (NASDAQ: ON) has extended its previously announced tender offer to purchase all of the outstanding shares of common stock of US-based chipmaker Fairchild Semiconductor International Inc. (NASDAQ: FCS) for USD 20.00 per share in cash until midnight on 3 March (into 4 March) 2016, the company said.
On 18 November 2015, On Semiconductor and Fairchild agreed to merge. Then, has had to contend with competition from China Resources Microelectronics Ltd. and Hua Capital Management Co., Ltd. to acquire Fairchild for USD 21.70 per share in cash.
Status: Agreed

-MOTOROLA SOLUTIONS CLOSES GBP 817.5M ACQUISITION OF BRITISH PUBLIC SAFETY NETWORK OPERATOR AIRWAVE
US-based public safety communication solutions and services provider Motorola Solutions (NYSE: MSI) has closed its acquisition of UK-based Airwave for GBP 817.5m (USD 1.2bn), the companies said. Motorola Solutions purchased Airwave on a debt-free basis with a net cash payment of approximately GBP 700m (approximately USD 1bn) at closing. In addition, a deferred cash payment of GBP 64m (approximately USD 90m) will be made in November 2018.
Airwave is the largest private operator of a public safety network in the world, offering voice and data communications to more than 300 emergency and public service agencies in Great Britain.
Status: Closed

-CANADIAN IDENTITY ACCESS NAKINA SYSTEMS AGREES TO NOKIA BUYOUT
Canadian identity access security technology specialist Nakina Systems has agreed to be acquired by Finnish communications and information technology company Nokia, Nakina said. Nokia said the acquisition would strengthen its security portfolio through the addition of Nakina's products and expertise.
Terms of the planned transaction, which is expected to close in 1Q16, are not being disclosed. Nakina's identity access, configuration management and orchestration solutions are used by global service providers.
Status: Agreed

-LAM RESEARCH, KLA-TENCOR WIN SHAREHOLDER NODS FOR USD 10.6BN MERGER
Shareholders of semiconductor manufacturing equipment makers US-based Lam Research Corp. (NASDAQ: LRCX) and US-based process control and yield management solutions provider KLA-Tencor Corp. (NASDAQ: KLAC) have approved various matters relating to their merger at separate meetings, the companies said.
In October, Lam Research entered into a definitive agreement to acquire US KLA-Tencor Corp. in a cash and stock transaction. Lam will acquire KLA-Tencor for approximately USD 5bn in aggregate cash consideration and approximately 80m shares of Lam common stock, valued at approximately USD 5.6bn as of October 20th, 2015.
Status: Agreed

-WILSHIRE ENTERPRISES CLOSES ACQUISITION BY CEO
US-based real estate owner Wilshire Enterprises, Inc. (OTC: WLSE) has closed an agreement for its acquisition under which J/J Brothers Holdings Inc., a Delaware corporation, was merged with and into Wilshire, with Wilshire as the surviving corporation, the company said.
Sherry Wilzig Izak is the principal owner of the buyer, as well as Wilshire's chairman of the board and chief executive officer.
Status: Closed

-BIOAGILYX ACQUIRES GERMAN BIOANALYTICAL CONTRACT RESEARCH LABORATORY
US-based contract bioanalytical testing services provider BioAgilytix has acquired German bioanalytical contract research laboratory IPM Biotech, the company said on Monday.
IPM Biotech is specialised in large molecule bioanalysis, particularly in the area of immunogenicity.
Status: Closed

-THOMPSON INVESTMENTS TO BUY DISTRESSED UK MOBILE COMMERCE STARTUP POWA
UK-based Thompson Investments, an investment vehicle headed up by Richard Thompson, has confirmed that it is stepping forward to buy distressed UK mobile commerce startup Powa Technologies, the companies said. Powa, which was once valued at USD 2.7bn, is now in administration.
The company is known for its commerce, mobile commerce and e-commerce service. It's flagship product is the PowaTag mobile application.
Status: Agreed

-WEYERHAEUSER CLOSES USD 8.4BN ACQUISITION OF US FOREST PRODUCTS FIRM PLUM CREEK
US-based timber and forest products companies Weyerhaeuser Co. (NYSE: WY) has closed its acquisition of US-based forest products company Plum Creek (NYSE: PCL) in a USD 8.4bn stock deal, the companies said.
The deal creates a timber, land and forest products company with more than 13m acres of timberland in the US. At closing, the combined company has an equity value of USD 23bn based on current share prices. The combined EBITDA for both companies in 2014 was USD 2.2bn.
Status: Closed

-CALIFORNIA'S RBB BANCORP CLOSES USD 83M ACQUISITION OF TFC HOLDING, TOMATOBANK
California bank holding company RBB Bancorp has closed its acquisition of TFC Holding Co., the bank said.
TFC Holding is the parent of TomatoBank, while RBB runs Royal Business Bank, which caters to the Asian business communities within Los Angeles county. TB operates six full–service branches in Orange and Los Angeles Counties. TFC had assets as of December 31, 2015 of USD 473.2m, deposits of USD 405.5m and shareholder's equity of USD 61.2m.
Status: Closed

-JERSEY COMPETITION AUTHORITY CLEARS UK-BASED GAMA AVIATION TO BUY AVIATION BEAUPORT
The Jersey Competition Authority has approved UK-based aviation service provider Gama Aviation Plc (LON: GMAA) to acquire privately owned Jersey based aviation business Aviation Beauport Ltd., the company said.
This acquisition comprises a consideration of USD 3.78m (GBP 2.6m) in cash and the issue of 1m ordinary shares, which based on Gama's closing share price on 7 January 2016, gives a total consideration of USD 7.75m (GBP 5.325m).
Status: Agreed

-YOKOGAWA ELECTRIC AGREES TERMS OF KBC ADVANCED ACQUISITION
The boards of Japanese industrial automation and control Yokogawa Electric Corp. and UK-based oil and gas industry software provider KBC Advanced Technologies plc have reached agreement on the terms of a recommended all cash acquisition by Yokogawa of the entire issued and to be issued share capital of KBC, the companies said.
Last week, US-based software company Aspen Technology said it would not revise its offer of 185 pence for each share of KBC Advanced Technologies plc to beat a competing offer from Yokogawa Electric.
Status: Agreed

-ALPHA BANK LAUNCHES SALE PROCESS FOR IONIAN HOTEL ENTERPRISES
Greek banking firm Alpha Bank A.E. (OTC: ALBKD) has launched a process for the sale of its majority stake (approximately 97.3%) in the share capital of the Athens-based Ionian Hotel Enterprises S.A., the company said. IHE owns and operates the Hilton Athens Hotel.
The process aims at attracting high-quality investors with a vision of further enhancing the hotel's potential for offering world class hospitality services.
Status: Talks

-NORTHCOTE ENERGY FINDS SALE OF OKLAHOMA PORTFOLIO CHALLENGING IN TOUGH ENVIRONMENT
UK-based oil and gas company Northcote (AIM: NCT) Northcote Energy Ltd has been in discussions in recent months with various parties who have expressed interest in acquiring its Oklahoma Portfolio but anticipates that getting a good price for the properties in current market conditions will be challenging, the company has confirmed.
This portfolio includes the non-core Horizon and OKE properties as well as the Zink Ranch project which remains of interest for future development.
Status: Talks

-PETROCELTIC INTERNATIONAL CLOSES USD 9.5M SALE OF EGYPT EXPLORATION INTERESTS
Irish oil and gas exploration, development and production company Petroceltic International plc (AIM: PCI) has closed the sale of certain exploration licences in Egypt to its joint venture partner Edison International S.p.A, the company said.
On 23 December, the company announced that it had reached an agreement to sell its interests in the North Thekah, North Port Fouad and South Idku exploration licenses to Edison for a cash consideration of USD 9.5m, after working capital adjustments of approximately USD 5.8m.
Status: Closed

-VICTORIA OIL AND GAS SECURES 75% INTEREST IN CAMEROON HYDROCARBON LICENSE
UK-based natural gas producing utility Victoria Oil and Gas Plc (LSE: VOG) has reached an agreement with Glencore Exploration Cameroon Ltd. and Afex Global Ltd. on the Matanda Block, a large hydrocarbon licence in Cameroon, the company said.
The terms of this agreement include the assignment by Glencore Cameroon of its 75% participating interest in the Matanda Production Sharing Contract to VOG, and VOG becoming Matanda's operator through its 100% owned subsidiary, Gaz Du Cameroun Matanda S.A.
Status: Agreed

-JUDGES SCIENTIFIC BUYS UK INSTRUMENT COMPONENT MAKER COOLLED
UK-based scientific instruments maker Judges Scientific plc has acquired 100% of the issued share capital of UK-based instrument maker CoolLED Ltd., the company said. CoolLED designs, manufactures and markets illumination systems for fluorescence microscopy.
The board Judges Scientific expects the acquisition to be immediately earnings enhancing. CooLED was acquired for an initial cash consideration of GBP 3.5m (USD 5m) with an earn-out capped at GBP 1.0m.
Status: Closed

-VIETNAM INFRASTRUCTURE SELLS VIETNAM AIRCRAFT LEASING STAKE
Cayman Islands-based infrastructure investment fund Vietnam Infrastructure Ltd. (LSE: VNI) has divested its stake in Vietnam Aircraft Leasing JSC Inc., the company said. Founded in 2007 in Hanoi, VALC currently leases ten Airbus and five ATR aircraft to Vietnam Airlines, its sole customer, under long-term lease agreements.
VNI is the only foreign shareholder in VALC, a company which has been producing stable dividends of 22% of par value (17% dividend yield on current NAV) over the past two years of full scale operation.
Status: Closed

-WPP'S OGILVE ACQUIRES MAJORITY STAKE IN BRAZILIAN DIGITAL AGENCY
UK-based advertising and PR group WPP's (NASDAQ: WPPGY) Ogilvy marketing communications operating company has acquired a majority stake in Brazilian online social and content marketing agency 3yz Marketing Digital Ltda., the group said.
3yz's clients include Grendene, RBS, Reebok, Ri Happy, Shoppings Iguatemi and Tramontina. The company employs 53 people and is based in Porto Alegre with an office in São Paulo. It was founded in 2008.
Status: Closed

-DUNEDIN ENTERPRISE SELLS STAKE IN UK COURIER SERVICE CITYSPIRIT
UK-based investment company Dunedin Enterprise Investment Trust Plc (LSE: DNE) has sold its stake in UK-based courier service CitySprint, with a portion of the proceeds being rolled over into a newco, the trust said.
The realisation of CitySprint, the company's largest investment, values the company at GBP 175m (USD 249.99m) and generates proceeds of GBP 26.1m for Dunedin Enterprise. This compares to a valuation at 30 September 2015 of GBP 23.2m. The proceeds are split between capital of GBP 22.8m and income of GBP 3.3m. The proceeds represent a return of 2.75 times over five years on the original investment of GBP 9.8m when taking account of income previously received.
Status: Closed

-SHIP FINANCE INTERNATIONAL TO SELL OLDER OFFSHORE SUPPLY VESSEL FOR USD 20M
Bermuda-based ship owning and chartering company Ship Finance International Ltd. (NYSE: SFL) has agreed to sell the 1999-built offshore supply vessel "Sea Bear" to an unrelated third party, the company said. The company has simultaneously agreed to terminate the corresponding charter party with a subsidiary of Deep Sea Supply Plc.
This vessel is expected to be delivered to the new owner in 1Q16. Ship Finance will receive total proceeds of approximately USD 20m, as a combination of cash sales proceeds and amortising notes from Deep Sea as compensation for the cancellation of the charter.
Status: Agreed

-IRISH MINISTRY CLEARS GBP 100M SALE OF UTV
The Irish Minister for Communications, Energy and Natural Resources has cleared Belfast, UK-based UTV Media plc to sell UTV Television to UK-based media company ITV plc (LON: ITV) for GBP 100m, the company said.
With completion of the acquisition ITV will own 13 of the 15 regional licences for the Channel 3 network and the combined business will benefit from ITV's continued investment in content, its advertising sales team and broadcast infrastructure.
Status: Agreed

-CLUFF NATURAL RESOURCES EXTENDS MOU WITH HALLIBURTON FOR TWO YEARS
UK-based natural resources investing company Cluff Natural Resources Plc (AIM: CLNR) has entered into a further memorandum of understanding with US-based oilfield services firm Halliburton Manufacturing and Services Ltd. to collaborate on the development of CLNR's Southern North Sea gas assets as well as its underground coal gasification assets, for a further two years, the company said.
Status: Closed

-CLS HOLDINGS SELLS VANERPARKEN PROPERTY IN SWEDEN FOR SEK 590M
UK-based commercial property investment business CLS Holdings plc (LSI: CLI) has exchanged contracts to sell its Vänerparken property in Vänersborg, Sweden for SEK 590m (USD 69.71m) to real estate company Bengt Linden AB, the company said.
The 38,909 sq m (418,813 sq ft) mixed-use property comprises offices and education, leisure and healthcare facilities on which leases comprising a significant amount of the property's income were renewed in 2015. CLS received a non-refundable deposit of SEK 25m (GBP 2.1m) on exchange of contracts, and completion is due by 1 May 2016.
Status: Closed

-LSL PROPERTY SERVICES BUYS MAJORITY STAKE IN UK MORTGAGE BROKER
UK-based residential property services company LSL Property Services plc (LSE: LSL) has acquired a 65% interest in UK-based mortgage and protection brokerage services provider Group First Ltd. through a subsidiary, the company said.
Group First provide services to the purchasers of new homes through its subsidiaries, Mortgages First Ltd. and Insurance First Brokers Ltd. The consideration for the initial investment is GBP 9.1m (USD 13m) in cash with 50% payable on completion and a further 50% payable during 2017. The acquisition is being funded from LSL's existing banking facilities.
Status: Closed

-AMEDEO AIR FOUR BUYS A380 AIRCRAFT FOR USD 275M
Guernsey-based aircraft leasing company Amedeo Air Four Plus Ltd., on 19 February 2016 purchased directly from Airbus one A380 aircraft bearing manufacturer's serial number 206 at a net cost to the company of USD 275m.
Amedeo Air Four Plus made the purchase via its wholly-owned subsidiary, AA4P Epsilon Ltd. Following acquisition of the Aircraft, AA4PE entered into aircraft operating Lease arrangements with Emirates airline pursuant to which the Aircraft has been leased to Emirates for a term of 12 years, with fixed lease rentals for the duration.
Status: Closed

-STEINHOFF INTERNATIONAL ADVANCES GBP 1.4BN BID FOR UK-BASED HOME RETAIL
South African furniture and household goods retail chain retailer Steinhoff International Holdings NV has put forward a proposal to the board of UK-based home and general merchandising retailer Home Retail Group plc (LSE: HOME) seeking their recommendation for a possible all cash offer for HRG, the company said.
Home Retail owns the Argos stores. In making its bid, Steinhoff is going up against British retailer J Sainsbury Plc (LSE: SBRY), who has made a 161.3 pence cash and stock offer for Home Retail. This Steinhoff offer, worth GBP 1.4bn (USD 2bn) would result in HRG shareholders receiving a total value of 175 pence per HRG share comprising 147.2 pence in cash and the payments as set out below per HRG share.
Status: Bidding

-ATLANTA MOBILE TECHNOLOGY CONSULTING FIRM BIZMOSIS ACQUIRED BY INNOVATIVE ARCHITECTS
Atlanta, US-based mobile technology and enterprise mobile application consulting firm Bizmosis has been acquired by Microsoft Gold Certified Managed services partner Innovative Architects, the firm said.
Dan Michaels, founder and CEO of Innovative Architects opted for the 100% acquisition of Bizmosis in order to expand on the existing IT services offered by his company. With the purchase of Bizmosis, Michaels joined the Bizmosis team as the lead sales and operations principal.
Status: Closed

-RISING INDIA INKS LOI TO ACQUIRE FILM DISTRIBUTOR
US-based hospitality and media business development company Rising India, Inc. (OTC: RSII) has negotiated and executed a letter of intent for RSII to acquire TomCat Films and its sister company Summer Hill Films as a wholly owned subsidiary, Rising India said.
TomCat Films LLC is a vertically integrated film sales, licensing and distribution company helmed by industry veteran Ted Chalmers. The company is headquartered in Phoenix, Arizona with affiliate locations in Beverly Hills, California, New York City, New York, and Selangor, Malaysia.
Status: Agreed

-ASSUREDPARTNERS ACQUIRES PENNSYLVANIA INSURANCE AGENCY
US-based insurance brokerage firm AssuredPartners, Inc. has acquired Pennsylvania, US-based insurance agency Encompass Risk Solutions, Inc., the company said.
Encompass Risk Solutions provides specialised trucking insurance programs, and has more than 100 years' experience. The agency reports approximately USD 4.5m in revenues.
Status: Closed

-HUCKBERRY ACQUIRES US APPAREL MANUFACTURER FLINT AND TINDER
US online men's retailer Huckberry has acquired US apparel brand Flint and Tinder, the company said. At present, Huckberry said it will be the exclusive retailer of the Flint and Tinder brand, and will focus on maintaining and improving Flint and Tinder's core product lines while selectively introducing new products to the all-star lineup of apparel in the future.
Status: Closed

-ARIZONA'S STATE BANK TO ACQUIRE COUNTRY BANK IN USD 29.6M DEAL
Arizona, US-based State Bank Corp. (OTCQB: SBAZ) has signed a definitive merger agreement whereby Country Bank will merge into State's Mohave State Bank in a transaction valued at approximately USD 29.6m, the company said.
The transaction combines two community bank franchises headquartered in Arizona with approximately USD 530m in combined assets. Both companies' boards have unanimously approved the transaction, which is subject to customary conditions, including the approvals of bank regulatory agencies and the shareholders of State Bank Corp. and Country Bank.
Status: Agreed

-US WINDOW AND DOOR MAKER PGT CLOSES WINDOOR ACQUISITION
US-based impact-resistant window and door maker PGT, Inc. (NASDAQ: PGTI) has closed its acquisition of US-based WinDoor, Inc., the company said. The transaction is valued at approximately USD 102m.
Located in Orlando, Florida, WinDoor provides high-performance, impact-resistant windows and doors for five-star resorts, luxury high-rise condominiums, hotels and custom residential homes.
Status: Closed

-E-HEALTH RECORDS COMPANY MTBC BUYS REVENUE CYCLE MANAGEMENT SPECIALIST
US-based web-based electronic health records, practice management and m-health solutions provider MTBC (NASDAQ: MTBC) has acquired US-based revenue cycle management company Gulf Coast Billing, Inc., MTBC said.
GCB was founded by Rhonda Turner in 1998. It expanded its client base beyond Texas in 2001 and currently serves more than one hundred practices across various specialties, with a particular focus on intraoperative neurophysiological monitoring and surgery.
Status: Closed

-VOPIA TO ACQUIRE BIG DATA COMPANY SAQOIA
US-based search technology software and online platform Vopia Inc. (OTC: VOPA) has signed a purchase agreement to acquire proprietary software and all of the online portals owned by the big data company Saqoia Corp., Vopia said.
Status: Agreed

-TARGA RESOURCES, TARGA RESOURCES PARTNERS CLOSE MERGER
US-based midstream energy company Targa Resources Corp. (NYSE: TRGP) has closed its merger with Targa Resources Partners LP (NYSE: NGLS), the company said.
Targa Resources Corp. is a provider of midstream services and is one of the largest independent midstream energy companies in North America.
Status: Closed