Deal Pipeline
Monday 23 April 2018
The following is a list of deals covered in detail by M and A Navigator this week:

-NTT COM CLOSES ACQUISITION OF US MANAGED SERVICES PROVIDER SECURE 24

Japan-based information and communications technology solutions provider NTT Communications Corp has completed its 100% acquisition of US-based managed services provider Secure-24 Intermediate Holdings, Inc., the company said. NTT Communications Corp is the ICT solutions and international communications business within Japan's NTT Group (TOKYO: 9432).
Managed services are a key focus of the NTT Group's strategies for global growth. The acquisition of Secure-24 will enable NTT Com, Dimension Data and other members of the NTT Group to strengthen their global capabilities to help enterprise customers effectively operate and maintain a range of enterprise applications such as SAP and Oracle.
Status: Closed


-REALPAGE TO ACQUIRE ELECTRONIC PAYMENT PLATFORM CLICKPAY

US-based real estate industry software and data analytics provider RealPage, Inc. (NASDAQ: RP) has agreed to acquire electronic payment platform ClickPay, the company said. ClickPay services 2.3m units across the multifamily, HOA, condominium and co-op segments of real estate.
RealPage said that ClickPay significantly expands its footprint into the HOA owner-occupied segment of real estate, broadens the company's presence in the New York metropolitan market and solidifies the integration of its front-end leasing platform into third-party property management systems.
Status: Agreed


-MIDDLEBY ACQUIRES SPANISH CHARCOAL GRILL AND OVEN COOKING EQUIPMENT MAKER JOSPER

US-based foodservice equipment company The Middleby Corp. (NASDAQ: MIDD) has acquired Spanish charcoal grill and oven cooking equipment manufacturer Josper S.A., the company said.
Josper serves commercial foodservice and residential applications. Based in Pineda de Mar, Spain, near Barcelona, Josper has approximately USD 20m in annual revenues. The Middleby Corp. is a in the foodservice equipment industry.
Status: Closed

-FASTENER DISTRIBUTION ACQUIRES AEROSPACE AND DEFENSE PARTS DISTRIBUTOR BLUE SKY INDUSTRIES
US-based aerospace fasteners distributor Fastener Distribution Holdings has acquired California, US-based aerospace and defense parts distributor Blue Sky Industries, the company said. Blue Sky Industries is a distributor of c-class parts to aerospace and defense MRO and OEM customers.
Fastener Distribution is a portfolio company of Audax Private Equity. The acquisition strengthens FDH's position in the MRO distribution market and expands FDH's operating footprint into Europe.
Status: Closed

-PBB BANCORP WINS SHAREHOLDER NOD FOR USD 106M FIRST FOUNDATION BUYOUT
Shareholders of US-based bank holding company PBB Bancorp (OTCQX: PBCA) have approved the company's deal to be acquired by California, US-based financial services company First Foundation Inc. (NASDAQ: FFWM), the company said.
Under the dela, First Foundation will acquire PBB in a stock transaction valued at approximately 106m. PBB Bancorp shareholders will receive 1.05 shares of First Foundation common stock in exchange for each share of PBB Bancorp.
Status: Agreed

-SMUGMUG PLANS TO ACQUIRE PHOTO SHARING APPLICATION FLICKR
US-based photo management platform SmugMug has agreed to purchase online photo management and sharing application Flickr, the company said.
Together, SmugMug and Flickr represent the world's most influential community of photographers, marrying SmugMug's deep industry expertise and strong digital tools with Flickr's global tribe of tens of millions of photographers. Following the close of the transaction, the brands will continue to operate as separate entities with the shared goal of providing photographers with both a place to fit in and a place to stand out.
Status: Agreed

-VIRTUAL INTEGRATED ANALYTICS SOLUTIONS IDEX SOLUTIONS' PLM BUSINESS
US-based Dassault Systèmes platinum partner Virtual Integrated Analytics Solutions, Inc has acquired the product lifecycle management business unit of Idex Solutions, the company said. Idex Solutions has been in business since 1996 bringing software, implementation and training, and engineering services.
They are in the sales and support of DS solutions Catia, Delmia, Enovia, and 3DExperience. With expertise of Vias in Simulia and Catia and industry consulting expertise, the acquisition will bring a strong partner support for the existing PLM customers and will help innovative companies to adopt the best-in-class PLM solution.
Status: Closed

-CANNAROYALTY TO ACQUIRE 100% OF CALIFORNIA CRAFT CANNABIS PRODUCER FLORACAL FARMS
Canadian cannabis products and brands company CannaRoyalty Corp. (CSE: CRZ) (OTCQX: CNNRF) has entered into a binding term sheet to acquire 100% of California, US-based licensed craft cannabis producer FloraCal Farms, the company said.
The total purchase considerations of USD 1m in cash and 3,508,772 CannaRoyalty shares on close, as well as up to an additional USD 3m in cash and 3,508,772 shares to be paid over three years, based on completion of certain milestones.
Status: Agreed

-MEDIBIO CLOSES ACQUISITION OF CORPORATE HEALTH TECHNOLOGY SUPPLIER VITAL CONVERSATIONS
Australia-based mental health technology company Medibio Ltd. (MEB) (ASX: MEB) (OTCQB: MDBIF) has closed the acquisition of corporate health technology supplier Vital Conversations to provide products and solutions for the corporate wellness market, the company said.
The acquisition price of AUD 500,000 (USD 392,835) will be funded by cash and shares. The value ascribed reflects the opportunity for revenue growth through corporate expansion integrated with Medibio's technology.
Status: Closed

-SURGE HOLDINGS CLOSES MERGER WITH OKLAHOMA, US CARRIER TRUE WIRELESS
US-based holding company Surge Holdings, Inc. (OTCQB: SURG) has closed a merger with US-based wireless carrier True Wireless, the company said. True Wireless is an Oklahoma based wireless carrier providing monthly service to over 60,000 customers in five states.
Surge Holdings has subsidiaries in telecommunications, blockchain finTech software, social media marketing and cryptocurrency mining.
Status: Closed


-MERICANN GROUP INKS DEFINITIVE AGREEMENT FOR HAXXON ACQUISITION

Canadian medical marijuana producer Maricann Group Inc. (CSE: MARI) (FRANKFURT: 75M) (OTCMKTS: MRRCF) has entered into a definitive agreement with respect to the acquisition of all outstanding shares of Swiss cannabis plant producer Haxxon AG, the company said.
The acquisition of Haxxon forms a critical element of the company's European expansion strategy. When complete, the acquisition will allow Maricann to enter the Swiss market through Haxxon's production of feminised high CBD cannabis plants.
Status: Agreed


-BRIO GOLD WINS SHAREHOLDER NOD FOR LEAGOLD MINING BUYOUT

Shareholders of Canadian miner Brio Gold Inc (TSX: BRIO) have approved the company's deal to be acquired by Leagold Mining Corp (TSX: LMC) (OTCQX: LMCNF), the company said.
Under the deal Leagold Mining will acquire all of the issued and outstanding shares of Brio Gold under an agreement dated February 15, 2018. For each Brio common share issued and outstanding, Leagold will issue 0.922 of a Leagold share and 0.4 of a Leagold share purchase warrant.
Status: Agreed


-SHAREHOLDERS OF MERGING BANKS CB FINANCIAL SERVICES, FIRST WEST VIRGINIA BANCORP APPROVE DEAL

Shareholders of Pennsylvania, US-based bank holding company CB Financial Services, Inc. (NASDAQ: CBFV) and West Virginia, US-based First West Virginia Bancorp, Inc. (OTCQX: FWVB) have approved their pending merger and the merger of their subsidiary banks, the companies said.
As previously reported, all requisite regulatory approvals to complete the merger have been received. CB and First West Virginia expect to complete the merger on or about 30 April 2018. CB and First West Virginia expect to complete the proposed transaction on or about April 30, 2018, subject to the satisfaction of customary closing conditions, including the receipt of stockholder approval.
Status: Agreed

-SONOCO EXPANDS FOOD PACKAGING CAPABILITIES WITH CLOSED ACQUISITION OF HIGHLAND PACKAGING

South Carolina, US-based packaging company Sonoco (NYSE: SON) has closed the acquisition of Florida, US-based plastic packager for produce and dairy products Highland Packaging Solutions for approximately USD 150m in cash, the company said.
Sonoco said the acquisition of Highland strengthens its perimeter-of-the-store strategy, serving consumers' growing demand for fresh and natural foods. Highland's manufacturing and effectiveness in product integration with automated filling machines will add breadth to Sonoco's produce customer mix through a dedicated manufacturing facility lwhile also providing entry into egg packaging.
Status: Closed


-REGULATORS CLEAR PATRIOT BANK TO ACQUIRE PRIME BANK

Connecticut, US-based Patriot National Bancorp, Inc. (NASDAQ: PNBK) and Connecticut, US-based Prime Bank have received all requisite regulatory approvals to complete their merger transaction, the banks said.
Closing of the transaction will result in Patriot's second branch in New Haven County, located in the Town of Orange, Connecticut. The merger is scheduled for closing in late April 2018. Under the terms of the agreement Prime shareholders will receive aggregate cash consideration equal to 115% of Prime's tangible book value as of the closing date.
Status: Agreed


-NOVA LEAP HEALTH CLOSES PURCHASE OF SECOND MASSACHUSETTS HOME CARE BUSINESS

Canada-based home health care company Nova Leap Health Corp. (TSX Venture: NLH) has completed the acquisition of the business assets of Home Massachusetts, US-based Health Solutions, Inc. for USD 1.2m, the company said.
The purchase price for the acquisition was paid with USD 1m in cash, partially financed by a demand loan of USD 0.75m from a Canadian Schedule 1 Bank, and a USD 0.20m promissory note issued to the Vendor.
Status: Closed

-OLD LINE BANCSHARES CLOSES USD 143.1M ACQUISITION OF MARYLAND, US BAY BANCORP
Maryland, US-based bank holding company Old Line Bancshares, Inc. (NASDAQ: OLBK) has closed its acquisition of Bay Bancorp, Inc. (NASDAQ: BYBK), the parent company of Bay Bank, FSB, the company said.
Old Line Bancshares is the surviving parent entity, and Bay Bank has merged with and into Old Line Bank, with Old Line Bank being the surviving bank. The combination of Old Line Bank and Bay Bank makes Old Line Bank the third largest independent commercial bank based in Maryland, with assets of approximately USD 2.8bn and 39 branches serving 11 Maryland counties as well as Baltimore City.
Status: Closed

-SALISBURY BANK AND TRUST CLOSES ACQUISITION OF THE FISHKILL, NEW YORK BRANCH OF ORANGE BANK AND TRUST
Connecticut, US-based Salisbury Bancorp, Inc.'s (NASDAQ: SAL) Salisbury Bank and Trust Company subsidiary has completed its acquisition of the Fishkill, New York branch of Orange County Bancorp, Inc.'s (OTC: OCBI) Orange Bank and Trust Company, the company said.
Salisbury Bancorp is the parent company of Salisbury Bank and Trust, a Connecticut chartered commercial bank serving the communities of northwestern Connecticut and proximate communities in New York and Massachusetts, since 1848.
Status: Closed

-MICROCHIP TECHNOLOGY CLEARS US ANTITRUST HURDLE IN ACQUISITION OF MICROSEMI
The expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired in Arizona, US-based microcontroller provider Microchip Technology Inc.'s (NASDAQ: MCHP) pending acquisition of California, US-based semiconductor solutions provider Microsemi Corp. (NASDAQ: MSCC) for USD 68.78 per share in cash, the company said.
The acquisition price represents a total equity value of about USD 8.35bn, and a total enterprise value of about USD 10.15bn, after accounting for Microsemi's cash and investments, net of debt, on its balance sheet at December 31, 2017.
Status: Agreed

-VICTORY SQUARE TO ACQUIRE MINORITY STAKE IN DECISION-MAKING PLATFORM
Canadian blockchain-focused venture builder Victory Square Technologies Inc. (CSE: VST) (OTC: VSQTF) (FWB: 6F6) has agreed to acquire 9.09% of all issued and outstanding shares of cloud-native decision-making platform LocoNoco Inc for CDN 500,000 in total consideration, the company said.
Under a definitive share purchase agreement executed between the company and LocoNoco, the purchase price will be paid and satisfied by the company through cash installments totaling CDN 500,000.
Status: Agreed

-CLEARVIEW RESOURCES CLOSES MERGER WITH BASHAW OIL
Canada-based energy company Clearview Resources Ltd. has closed an agreement with Bashaw Oil Corp. to effect a three-cornered amalgamation with Bashaw and Clearview Subco, a Clearview subsidiary (2106458 Alberta, Inc.), the company said.
Pursuant to the amalgamation agreement, Clearview will issue approximately 1,559,992 voting common shares to the shareholders of Bashaw in exchange for the cancellation of their common shares of Bashaw. The amalgamation is a related party transaction for Clearview as two directors of Clearview are also directors of Bashaw and several significant shareholders of Clearview are significant shareholders of Bashaw. 
Status: Closed

-TOPBUILD CLEARS US ANTITRUST HURDLE IN USD 475M ACQUISITION OF INSULATION INSTALLATION SUBCONTRACTOR USI
US-based insulation products installer and distributor TopBuild Corp. (NYSE: BLD) has received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with its proposed acquisition of US-based insulation contractor United Subcontractors, Inc. in an all-cash transaction valued at USD 475m, the company said.
As previously reported, on 2 March TopBuild entered into an agreement to acquire USI from Trilantic Capital Partners North America. The company currently plans to complete the acquisition on May 1, 2018. TopBuild said it expects to finance the acquisition using a combination of debt financing and cash on hand.
Status: Agreed

-NASDAQ CLOSES USD 335M SALE OF ITS PUBLIC RELATIONS SOLUTIONS AND DIGITAL MEDIA SERVICES BUSINESSES
US-based exchange operator NASDAQ, Inc. (NASDAQ: NDAQ) has closed the sale of its Public Relations Solutions and Digital Media Services businesses to US-based technology-enabled services specialist West Corp for approximately USD 335m, the company said.
Through a multi-year partnership with West, NASDAQ will continue to provide eligible NASDAQ-listed clients with seamless access to public relations, webcasting and webhosting products and services as part of the terms of the transaction.
Status: Closed

-TTM TECHNOLOGIES CLOSES ACQUISITION OF ANAREN, BROADENING PRODUCT PORTFOLIO IN AEROSPACE/DEFENCE MARKET
California, US-based printed circuit board (PCB) manufacturer TTM Technologies, Inc. (NASDAQ: TTMI) has closed hte acquisition of New York, US-based Anaren, Inc., which provides high-frequency microwave microelectronics, components and assemblies for wireless, aerospace and defense electronics, the company said.
Anaren was acquired for USD 775m in a debt-free, cash transaction from New York, US-based private equity firm Veritas Capital. In the 12 months ended September 30, 2017, the combined company would have generated pro forma revenues of USD 2.8bn and pro-forma adjusted EBITDA of USD 450m. TTM has identified USD 15m in pre-tax, run rate, cost synergies which are expected to be realised within the first two years after closing.
Status: Closed

-GDS ACQUIRES THIRD DATA CENTRE IN GUANGZHOU, CHINA
Chinese data centre developer and operator GDS Holdings Ltd. (NASDAQ: GDS) has entered into an agreement to acquire a data centre project in Guangzhou, significantly expanding its footprint in this important Tier 1 market, the company said.
GZ3 is a new purpose-built data center with potential for around 13,000 sqm of total IT area. It is being developed in three phases, the first of which, comprising approximately 6,600 sqm, has just entered service and is 100% committed by one of the company's largest cloud and internet customers.
Status: Agreed

-BCB BANCORP CLOSES ACQUISITION OF SOUTH ASIAN-AMERICAN COMMUNITY-FOCUSED IA BANCORP
New Jersey, US-based bank holding company BCB Bancorp, Inc. has closed a merger with IA Bancorp, Inc. under which the company will acquire IAB and its wholly owned subsidiary, Indus-American Bank, the company said.
This deal was announced last June. Indus-American Bank has merged with BCB Community Bank and will operate as a division of BCB Community Bank. Following the closing of the merger, BCB will form an advisory board which will consist of current members of the IAB board of directors and other prominent community members.
Status: Closed

-INVESTCORP SELLS THE VECO PRECISION DIVISION OF SPGPRINTS
US-based alternative investments provider and manager Investcorp has sold Dutch metal components maker Veco Precision to Gilde Buy Out Partners and management, the firm said.
Veco is being carved out of and sold by its parent company SPGPrints Group B.V, a global provider of integrated solutions for rotary screen and digital printing for textiles and industrial applications, acquired by Investcorp in July 2014. Veco, founded in 1934, manufactures high-precision metal components for a range of applications and is based in Eerbeek, The Netherlands and employs approximately 350 full time employees.
Status: Closed

-EVOLVE IP ACQUIRES UK CLOUD COMMUNICATIONS PROVIDER THEVOICEFACTORY
US-based cloud strategy company Evolve IP has acquired UK-based cloud communications provider thevoicefactory Ltd, the company said.
This strategic purchase is part of the company's ongoing market development strategy, providing Evolve IP with additional distribution channels in the UK and Europe, a significant client base, and greater penetration of the hospitality, automotive, finance and legal verticals. Additionally, the company will add office locations in Fordingbridge, UK and Orlando, Florida as well as gain new data centers in the UK and United States.
Status: Closed

-ALLERGAN DOES NOT INTEND TO MAKE AN OFFER FOR UK DRUGMAKER SHIRE
Irish drugmaker Allergan (NYSE: AGN) does not intend to make an offer for UK drugmaker Shire plc (NASDAQ: SHPG), the company said. Last Thursday, Allergan announced it was in the early stages of considering a possible offer for Shire.
This would have been a rival offer to that of Japanese pharmaceutical company Takeda, which has now made a fourth offer for Shire with a bid worth USD 60bn. Allergan said it continues its ongoing process of evaluating a full range of potential strategic actions that will create value for shareholders, such as divestitures, combinations and acquisitions.
Status: Terminated

-BLACKARCH PARTNERS ADVISES ON SALE OF SERVICE RADIO RENTALS/INDUSTRIAL BLIND SOLUTIONS
US-based middle-market investment bank BlackArch Partners (BlackArch) advised on the sale of US-based blinds rental and sales firm Service Radio Rentals/Industrial Blind Solutions (SRR/IBS), a former portfolio company of JMH Capital, to US-based equipment rental company United Rentals, Inc., the firm said
United Rentals, headquartered in Stamford, Connecticut, is the largest equipment rental company in the world, with rental locations in 49 states and every Canadian province.
Status: Closed

-TOGETHERWORK ACQUIRES DONOR MANAGEMENT SPECIALIST SOFTREK
US-based group management software and payments company Togetherwork has acquired US-based nonprofit fundraising software provider SofTrek, the company said. SofTrek offers software for donor relationship management.
The firm is the developer of ClearView CRM, a multi-channel fundraising application with donor relationship management, business intelligence, and operational tools. This acquisition closed in 4Q17 and SofTrek continues to be an independent operating company within Togetherwork.
Status: Closed

-RENTERS WAREHOUSE ACQUIRES WORTH CLARK REALTY'S PROPERTY MANAGEMENT BUSINESS
US-based property management company Renters Warehouse has acquired US-based property firm Worth Clark Realty's Property Management Business and contracts for over 1,100 single-family properties, the company said.
Renters Warehouse acquired contracts totaling over 1,100 units as part of the transaction, across four markets including St. Louis, Kansas City, Denver and Chicago. With the addition of these properties, Renters Warehouse now services over 14,000+ investors with 22,000+ residential homes across 42 markets and 25 states.
Status: Closed

-MOUNTAIN AMERICA CREDIT UNION MERGES WITH DUGWAY FEDERAL CREDIT UNION IN UTAH, USA
Utah, US-based Dugway Federal Credit Union has agreed to merge with Mountain America Federal Credit Union, the CU said. Located at Dugway Proving Grounds, Dugway Federal Credit Union is a USD 2.9m institution with 637 members, primarily serving military and civilian employees.
Dugway Proving Ground (DPG) is a US Army facility established in 1942 to test biological and chemical weapons, located about 85 miles (140 km) southwest of Salt Lake City, Utah and 13 miles south of the 2,624 sq mi Utah Test and Training Range forming the largest overland special use airspace in the United States.
Status: Agreed