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

-BANKERS PERTROLEUM TO BE ACQUIRED BY AFFILIATES OF CHINA'S GEO-JADE

Canadian oil and gas company Bankers Petroleum Ltd. (TSX: BNK) (AIM: BNK) has entered into a definitive agreement with 1958082 Alberta Ltd. and Charter Power Investment Ltd. for the purchase of all the issued and outstanding common shares of Bankers at a cash price of CDN 2.20 per Bankers Share, the company said..
The purchaser and charter power are affiliates of Geo-Jade Petroleum Corp. one of the largest independent oil and gas exploration and production companies in China. This deal values Bankers at approximately CDN 575m (USD 439.50m) before the assumption of the outstanding indebtedness of Bankers.
Status: Agreed

-US PAINT MAKER SHERWIN-WILLIAMS TO ACQUIRE VALSPAR IN USD 11.3BN DEAL
US-based paint and coatings companies The Sherwin-Williams Co. (NYSE: SHW) and The Valspar Corp. (NYSE: VAL) have entered into a definitive agreement under which Sherwin-Williams will acquire Valspar for USD 113 per share in an all-cash transaction, or an enterprise value of approximately USD 11.3bn, the companies said.
At USD 113 per share, the transaction, which has been unanimously approved by the boards of directors of both companies, represents a premium of approximately 41% to Valspar's volume weighted average price for the 30 days up to and including March 18, 2016.
Status: Agreed

-WL ROSS HOLDING TO ACQUIRE PLASTICS COMPANY NEXEO SOLUTIONS
US-based special purpose acquisition company WL Ross Holdings Corp. (NASDAQ: WLRH) has inked a definitive agreement to acquire chemicals and plastics distributor Nexeo Solutions Holdings, LLC from alternative asset firm TPG, the company said. As part of the transaction, TPG will roll over a substantial portion of its existing equity and retain approximately 35% ownership.
Under the terms of the definitive agreements for the transaction, at closing, WLRH will acquire Nexeo Solutions in exchange for up to 35m shares of WLRH common stock (as adjusted for deferred purchase price consideration) plus USD 1.296bn in cash and assumed net debt for a total consideration of USD 1.646bn (which includes fees and expenses), assuming a USD 10.00 per share valuation for the shares of WLRH common stock.
Status: Agreed

-MARRIOTT INTERNATIONAL, STARWOOD HOTELS AMEND MERGER AGREEMENT
US-based hotel operators Marriott International, Inc. (NASDAQ: MAR) and Starwood Hotels and Resorts Worldwide, Inc. (NYSE: HOT) have signed an amendment to their definitive merger agreement, the companies said.
Under the terms of the amended merger agreement, Starwood shareholders will receive USD 21.00 in cash and 0.80 shares of Marriott International, Inc. class A common stock for each share of Starwood Hotels and Resorts Worldwide, Inc. common stock. Excluding its timeshare business, the transaction values Starwood at approximately USD 13.6bn (USD 79.53 per share), consisting of USD 10bn of Marriott International stock, based on the closing price of USD 73.16 on 18 March 2016, and USD 3.6bn of cash, based on approximately 170m outstanding Starwood shares.
Status: Agreed

-QUANTUM PLASTICS ACQUIRES PLASTICOS PROMEX, MAQUILADORA
US-based plastics maker Quantum Plastics, LLC has acquired injection molding manufacturer Plasticos Promex USA, Inc. and its maquiladora, International Industrial Services S.A. De C.V., the company said.
Plasticos Promex is based in El Paso, TX and is known for producing plastic parts for a number of brands in the appliance, consumer, electronics, industrial, and lawn and garden industries in a wholly owned maquiladora in Juarez, Mexico. With the addition of Plasticos Promex, Quantum Plastics expects to accelerate its growth strategy and will be the first international location for Quantum Plastics, LLC.
Status: Closed

-BIO-TECHNE CLOSES ACQUISITION OF ZEPHYRUS BIOSCIENCES
US-based life sciences company Bio-Techne Corp. (NASDAQ: TECH) has completed the acquisition of Zephyrus Biosciences, the company said.
Zephyrus Biosciences will be integrated into the Protein Platforms Division of Bio-Techne. The company provides research tools to enable protein analysis at the single cell level. Addressing the burgeoning single cell analysis market, Zephyrus's first product, the Z1 System, enables western blotting on individual cells for the first time.
Status: Closed

-US UTILITY OPERATOR PSEG ACQUIRES 37.8MW SOLAR PROJECT
US-based utility operator PSEG's (NYSE: PEG) PSEG Solar Source unit has acquired a 37.8mw-dc solar energy facility from developer juwi Inc., the company said.
The facility, to be called the PSEG San Isabel Solar Energy Center, is located in Las Animas County, Colorado about 165 miles south of Denver. This latest addition represents an investment of over USD 60m and will increase the capacity of PSEG Solar Source's portfolio to 315mw-dc.
Status: Closed

-ARTHUR J. GALLAGHER TO ACQUIRE INSURANCE MANAGEMENT COMPANY
US-based insurance brokerage and risk management services firm Arthur J. Gallagher and Co. (NYSE: AJG) TODAY announced that it has reached agreement with Bermuda-based Kane Group to acquire its insurance management operations, the company said.
With a history that dates back to 1984, KIM is a global insurance management company specializing in the formation and management of insurance and alternative risk solutions with expertise in the healthcare, insurance, financial services, transportation and construction industries.
Status: Agreed

-AMERICAN CAPITAL SELLS CMBS PORTFOLIO FOR USD 64.9M IN CASH
US-based private equity firm and asset manager American Capital, Ltd. (NASDAQ: ACAS) has completed the sale of its portfolio of commercial mortgage backed securities bonds and related fee agreements and select collateral administration rights to a group of unaffiliated third parties, the company said.
American Capital received net cash proceeds of USD 64.9m, subject to post-closing adjustments. The assets included in the transaction had a fair value of approximately USD 40.4m as of December 31, 2015, after incorporating post December 31, 2015 adjustments.
Status: Closed

-US STEAKHOUSE OPERATOR SMITH AND WOLLENSKY ACQUIRED BY IRISH INVESTMENT FIRM
US-based steakhouse operator The Smith and Wollensky Restaurant Group, Inc. (SWRG) has been acquired by Irish investment firm Danu Partners, the company said.
Danu has completed an acquisition of SWRG, giving it ownership of seven of the eight US locations, including Boston, Chicago, Miami and Las Vegas, as well as Smith and Wollensky London, which it opened under license from SWRG in June 2015.
Status: Closed

-ACCO BRANDS TO BUY OUT AUSTRALIAN JV FOR USD 103M
US-based business, academic and consumer products maker Acco Brands Corp. (NYSE: ACCO) has signed a definitive agreement to acquire the remaining 50% of Pelikan Artline Pty Ltd., its joint-venture company serving the Australia and New Zealand markets, the company said.
The cash purchase price will be approximately USD 103m. Pelikan Artline is a distributor of academic, consumer and business products in Australia and New Zealand, and its brands include Artline, Celco, Esselte, Jastek, Maped, Northfork, PaperPro, Rapid, Spirax, Stabilo, Texta, and Xtamper, among others.
Status: Agreed

-AMERICAN ASSOCIATED PHARMACIES TO ACQUIRE PARTNERS IN PHARMACY COOPERATIVE
US-based pharmacy cooperative American Associated Pharmacies has reached an agreement to acquire the assets of Partners in Pharmacy Cooperative (PIPCo), an independent pharmacy cooperative with members in 19 US states, AAP said.
AAP said that the acquisition of PIPCo fits within its growth strategy and solidifies its position as a leader in the independent pharmacy cooperative market. The combination creates significant value for both AAP and PIPCo members.
Status: Agreed

-LABCORP CLOSES ACQUISITION OF WOMEN'S HEALTH LABORATORY PATHOLOGY
US-based diagnostic technologies provider Laboratory Corp. of America Holdings (LabCorp) (NYSE: LH) has closed the acquisition of substantially all of the operating assets of US-based women's health laboratory Pathology, Inc., the company said.
This includes patient service centres, used to conduct Pathology, Inc.'s medical testing and services business. Pathology is a full-service independent women's health laboratory, providing services in reproductive FDA donor testing as well as anatomic, molecular and digital pathology services.
Status: Closed

-HERITAGE INSURANCE CLOSES USD 120M ZEPHYR ACQUISITION
US-based property and casualty insurance holding company Heritage Insurance Holdings, Inc. (NYSE: HRTG) has closed its acquisition of Zephyr Acquisition Co. and its Zephyr Insurance Co. specialty insurance subsidiary in Hawaii, Heritage said.
The all-cash transaction is valued at approximately USD 120m. It will provide Heritage with an immediate presence in Hawaii with Zephyr holding approximately 30% of the wind-only market share in the state.
Status: Closed

-CI CAPITAL PARTNERS INVESTS IN HERO DIGITAL
US-based private equity firm CI Capital Partners and its Hero Digital affiliate have acquired a majority interest in US-based digital consulting firm Hero, the firm said.
Hero's management retains a significant equity interest in the company. Hero provides strategy, experience design and engineering services to help marketers for brands improve the customer experience and drive business performance. The company has deep expertise in providing solutions built on software platforms such as Adobe Marketing Cloud, Sitecore, Acquia, and Jive.
Status: Closed

-TITAN INTERNATIONAL RECEIVES OFFER FOR ITALTRACTOR ITM
US-based tyre maker Titan International, Inc. has received a non-binding letter of interest that includes a nine-figure purchase price to acquire its Italy-based Italtractor ITM S.p.A. subsidiary, which designs and produces steel track and undercarriages for the construction, mining and agricultural markets, Titan said.
Titan said that the proposal is subject to and is predicated upon all necessary due diligence, and in this connection the company has given the potential purchaser identified in the proposal information concerning ITM.
Status: Bidding

-SUNCOR ENERGY CLOSES CDN 6.6BN ACQUISITION OF CANADIAN OIL SANDS
Canadian integrated energy company Suncor Energy Inc. (TSX: SU) (NYSE: SU) has closed its acquisition of Canadian Oil Sands Ltd. (TSX: COS), the company said.
Suncor, through a wholly owned subsidiary, acquired 76,752,122 COS shares (representing approximately 15.8% of the outstanding COS shares) and now owns 484,614,325 COS shares (representing 100%) of the issued and outstanding COS shares. Under the terms of the deal, Suncor paid 0.28 of a Suncor share for each COS share.
Status: Closed

-TAVISTOCK INVESTMENTS TO ACQUIRE UK FINANCIAL ADVISORY ABACUS ASSOCIATES
UK-based financial services company Tavistock Investments plc has entered into an agreement that will lead to Abacus Associates Financial Services Ltd. joining the Tavistock Group, the company said.
It will do so as a wholly owned subsidiary, with effect from 1 April 2016. Abacus is an independent financial advisory business headquartered in Hereford, with 45 predominantly self-employed financial advisers covering the North East, the Midlands and the South West of the country.
Status: Agreed

-FNAC, OUTBID FOR BRITISH RETAILER DARTY, CONSIDERS ITS OPTIONS
French electronics and music retailer Group Fnac is asking shareholders of UK retailer Darty plc to stay put while it considers its options after being outbid for the British company, Fnac said.
 Last November, Darty agreed to be purchased by the French group in a GPB 558m (USD 804.91m) deal. However, on 2 March South Africa-based furniture retailer Steinhoff's Conforma unit put in a competing bid for Darty valued at USD 975m, or 125 pence per share in cash.
Status: Bidding

-EASTERN EUROPEAN PROPERTY FUND SELLS ISTANBUL STORE
UK-based real estate investor Eastern European Property Fund Ltd (LSE: EEP) has completed the disposal of the shop on the ground floor and basement in the Nils Passaj property in Beyoglu, Istanbul, for a cash consideration of USD 372,000 (including VAT), the company said.
 EEP said that the proceeds from this disposal are in line with the latest independent property valuation. Following this disposal, the company's only remaining interest in the Nils Passaj property is one office unit located on the fifth floor. Eastern European Property Fund Ltd. is an authorised closed-ended investment company domiciled in Guernsey.
Status: Closed

-BALL CLOSES REVOLVER, TERM LOAN; WILL USE FOR REXAM ACQUISITION
US-based packaging company Ball Corp. (NYSE: BLL) has closed the final portion of permanent financing related to Ball's proposed offer for UK-based drinks can producer Rexam plc, the company said.
On 19 February 2015, the boards of Ball and Rexam announced the terms of a recommended cash and share offer by Ball UK acquisition Ltd., a wholly-owned subsidiary of Ball, for the entire issued and to be issued share capital of Rexam. The cash and stock transaction is valued at GBP 5.4bn (USD 8.4bn), including the assumption of net debt.
Status: Agreed

-CONDOR GOLD RENEGOTIATES TERMS OF ESPINITO MENDOZA ACQUISITION
UK-based mining company Condor Gold plc (AIM: CNR) has re-negotiated the terms to acquire 100% of the Espinito Mendoza Concession in the La India Project, Nicaragua, the company said.
Condor and Empresa Minera La Mestiza S.A. executed an agreement on 18th August 2011 to transfer 100% of the concession to Condor's wholly owned Nicaraguan subsidiary, Condor S.A. for a consideration of USD 1.625m spread over 36 months payable in cash and shares. Condor has paid USD 1.155m of this consideration and USD 470,000 is due.
 Status: Agreed

-SYNTHOMER TO ACQUIRE PERFORMANCE ADHESIVES AND COATINGS BUSINESS FROM HEXION FOR USD 226M
UK-based speciality chemicals company Synthomer plc (LSE: SYNT) has agreed to acquire US-based chemical company Hexion Inc's Hexion Performance Adhesives and Coatings business, Synthomer said.
The total consideration is USD 226m which is being funded from both existing cash resources and utilisation of additional credit facilities. Synthomer said that the acquisition is expected to complete during the summer 2016 following receipt of regulatory approvals and satisfaction of other closing conditions. Hexion PAC develops, manufactures and markets a range of dispersions, additives, powder coatings and speciality monomers, supplying a global customer base across a range of end-use including coatings, adhesives and for building and construction applications.
Status: Agreed

-SMART METERING SYSTEMS ACQUIRES 2 METER SUPPLIERS, IT SPECIALIST
UK-based metering services company Smart Metering Systems plc (AIM: SMS.L) has acquired the entire issue share capital of CH4 Gas Utility and Maintenance services Ltd., Trojan Utilities Ltd., and Qton Solutions Ltd. for a total consideration of up to GBP 6.895m (USD 9.80m), the company said.
CH4 is a specialist in traditional and smart gas and electricity metering installations to the domestic and I/C sectors. It operates throughout the UK and is a current service provider to SMS. Trojan Utilities is an installation service provider to energy suppliers in the UK and delivers domestic smart gas and electricity trained and accredited installation services.
Status: Closed

-DIXONS CARPHONE TO ACQUIRE UK SWITCHING PLATFORM SIMPLIFYDIGITAL
UK-based electrical and telecoms retailer and services company Dixons Carphone plc has entered into an agreement to acquire UK-based multi-channel switching platform Simplifydigital, the company said.
Simplifydigital offers consumers an Ofcom-accredited price comparison and switching service for broadband, digital TV and fixed line telephone contracts. Completion is expected to take place at the end of March.
Status: Agreed

-NASDAQ AGREES TO ACQUIRE BOARDVANTAGE FOR USD 200M
US-based stock exchange operator NASDAQ, Inc. (NASDAQ: NDAQ) has entered into a definitive agreement to acquire board portal solution provider Boardvantage, the company said.
Boardvantage also specialises in leadership collaboration and meeting productivity. NASDAQ will acquire Boardvantage for USD 200m, and intends to fund the purchase price through a mix of debt and cash on hand. The acquisition, along with the recently-closed purchase of Marketwired, is expected to strengthen NASDAQ's position as the corporate services provider.
Status: Agreed

-LKQ CLOSES ACQUISITION OF ITALIAN AUTO PARTS DISTRIBUTOR RHIAG
US-based auto parts company LKQ Corp. (NASDAQ: LKQ) has completed its previously announced acquisition of Italian auto spare parts distributor Rhiag-Inter Auto Parts Italia S.p.A for an enterprise value of EUR 1.04bn (USD 1.14bn), the company said.
Rhiag is a Pan-European business-to-business distributor of aftermarket spare parts for passenger cars and commercial vehicles. The company has operations in Italy, Czech Republic, Switzerland, Hungary, Romania, Ukraine, Bulgaria, Slovakia, Poland and Spain. Rhiag operates through 252 distribution centers and ten warehouses, and serves more than 100,000 professional clients.
Status: Closed

-EMBER THERAPEUTICS TO BUY OTC PAIN DRUG MIGRALEX
US-based pharmaceutical company Ember Therapeutics, Inc. (OTCQB: EMBT) has entered into a definitive agreement for the acquisition of Migralex, a commercially available over-the-counter medication for treating pain. As part of the transaction, all assets from Migralex, Inc. will be transferred to Ember Therapeutics, Inc.
Ember Therapeutics said that Migralex is a commercial stage asset, and the revenue generated by this product will help further the development of the company's two Phase 3 ready clinical programmes in osteoarthritis and regenerative medicine.
Status: Agreed

-ASURE SOFTWARE ACQUIRES HUMAN CAPITAL MANAGEMENT SPECIALIST MANGROVE
US-based time and labor and workspace management software solutions company Asure Software (NASDAQ: ASUR) has acquired US-based human capital management applications vendor Mangrove Employer Services, Inc, the company said.
Under the deal, Asure paid USD 11.3m in cash and issued a USD 6m promissory note to Mangrove CEO Richard Cangemi. The company drew the cash portion of the compensation from its credit line. Mangrove develops, and implements HR, Payroll, Benefits, and Talent Management software solutions.
Status: Closed

-EXPLORANCE TO ACQUIRE BUSINESS SOFTWARE FIRM THORANSOFT
Canadian Learning Experience Management (LEM) solutions provider eXplorance has acquired business software applications developer Thoransoft Inc., the company said. EXplorance said it is acquiring Thoransoft to accelerate the company's research and development. Thoransoft has expertise in building tailor-made enterprise applications, focusing particularly on cloud and business intelligence solutions.
Status: Agreed

-US INSURANCE BROKERAGE ASSUREDPARTNERS ACQUIRES ASSURESOUTH
US-based insurance brokerage AssuredPartners, Inc. has acquired AssureSouth, Inc. of Spartanburg, South Carolina, the company said.
AssureSouth specialises in professional and personal insurance solutions and the staff of 16 will continue operations under the direction of CEO Ben Taylor. The agency reports approximately USD 2.1m in revenues.
Status: Closed