Deal Pipeline
Wednesday 23 March 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-MITSUBISHI ELECTRIC CHANGES NAME OF RECENTLY-ACQUIRED DELCLIMA

Japanese electrical equipment manufacturer Mitsubishi Electric Corp. (TOKYO: 6503) has renamed Italian industrial group DeLclima S.p.A., which Mitsubishi Electric achieved 100% ownership of on 24 February, to Melco Hydronics and IT Cooling S.p.A., the company said.
Mitsubishi Electric purchased DeLclima S.p.A., commercial air conditioning products business, from Italian industrial group De'Longhi Industrial for EUR 508m. The company aims to swiftly realize synergies and strengthen its commercial heating, ventilation and air conditioning business globally.
Status: Closed

-DESTIA ACQUIRES MAJORITY INTEREST IN CONSTRUCTION FIRM ITS-VAHVISTUS
Finnish infrastructure and construction service company Destia (HEX: DES) has agreed to acquire a majority interest in foundation, engineering and rock construction firm ITS-Vahvistus, specialising, the company said.
Destia Ltd and ITS-Vahvistus Oy signed a contract concerning a transaction according to which Destia acquires the majority interest in ITS-Vahvistus. The acting management of ITS-Vahvistus selling 51% of the company to Destia.
Status: Closed

-ZYMEWORKS CLOSES ACQUISITION OF KAIROS THERAPEUTICS
Canadian biotherapeutics company Zymeworks Inc. has completed the acquisition of Kairos Therapeutics, a specialist in antibody drug conjugates that was spun out of The Centre for Drug Research and Development, the company said.
Zymeworks said that the integration of Kairos' technology and pipeline with its research platforms creates one of the industry's leading biologics drug discovery and development organisations. With the completion of the acquisition, a number of Kairos staff will join Zymeworks, including John Babcook, president and chief scientific officer of Kairos, who will join Zymeworks as senior vice president of Discovery Research.
Status: Closed

-HONG-KONG HOLDING COMPANY GLOBAL-TECH, TIMELY STAR CLOSE MERGER
Hong Kong-based holding company Global-Tech Advanced Innovations Inc. (NASDAQ: GAI) has closed an agreement and plan of merger with BVI-based Timely Star Ltd. and its Timely Merit Ltd., subsidiary of parent, Global-Tech said
Global-Tech Advanced Innovations entered into the deal in December 2015. Under the terms of the merger agreement, each of the company's ordinary shares issued and outstanding immediately prior to the effective time of the merger was cancelled in exchange for the right to receive USD 8.85 in cash per share.
Status: Closed

-HEALTHCARE COLLABORATION SPECIALISTS PRACTICE UNIT, UNIPHY HEALTH MERGE
US-based healthcare communications solutions provider Practice Unite and physician engagement firm Uniphy Health have merged their organisations to create a comprehensive communications and collaboration solutions provider, the companies said.
The newly combined Uniphy Health will provide healthcare organisations with HIPAA-compliant, mobile-first solutions that deliver a positive return on investment and help those organisations transition to value-based care.
Status: Closed

-SCHLUMBERGER LAUNCHES TENDER OFFER FOR CAMERON INTERNATIONAL NOTES
US-based oilfield services company Schlumberger Holdings Corp. has commenced a tender offer to purchase up to USD 1.2bn aggregate principal amount of the outstanding senior notes of US-based acquisition target Cameron International Corp., the company said.
Last August, Schlumberger Ltd. (NYSE: SLB) and Cameron (NYSE: CAM) inked a definitive merger agreement in which the companies will combine in a stock and cash transaction.
Status: Agreed

-THERMO FISHER IN AGREEMENT WITH AFFYMETRIX BOARD ON COMPETING OFFER
US-based life science company Thermo Fisher Scientific Inc. (NYSE: TMO) issued a statement Tuesday in support of US-based gene testing company Affymetrix, Inc.'s (NASDAQ: AFFX) determination that an unsolicited bid from Origin Technologies does not constitute a superior proposal to Thermo's own agreed deal to buy Affymetrix. In January, the boards of Thermo Fisher Scientific and Affymetrix agreed a deal under which Thermo Fisher's acquisition of Affymetrix for 14.00 per share in cash, the companies said.
This transaction represents a purchase price of approximately USD 1.3bn. Origin Technologies submitted a proposal to acquire Affymetrix, Inc. for USD 16.10 per share in an all-cash transaction valued at approximately USD 1.5bn.
Status: Agreed

-MEDICAL PROPERTIES TRUST TO MERGE US HOSPITAL OPERATOR CAPELLA HEALTH WITH REGIONALCARE
US-based REIT Medical Properties Trust, Inc. (NYSE: MPW) and its affiliates have entered into definitive agreements with Apollo Global Management, LLC (NYSE: APO) affiliate RegionalCare Hospital Partners, Inc. under which MPT's investment in the operations of Capella Healthcare, Inc. will be merged with RegionalCare to create one of the largest healthcare operating companies in the United States, the company said.
Under the terms of the definitive agreements, MPT will receive approximately USD 390m for its equity investment and loans made as part of MPT's August 2015 transactions with Capella.
Status: Agreed

-LAW FIRM STEERS PENSAM CAPITAL'S FOUR-STATE APARTMENT ACQUISITION
US-based law firm Avila Rodriguez Hernandez Mena and Ferri LLP steered Pensam Capital, a Miami-based real estate investment firm, in connection with a preferred equity investment for the acquisition of sixteen multi-family apartment complexes totaling 3,382 units in four states, the firm said.
ARHMF represented Pensam Capital in the company's preferred equity investment. For the transaction, Pensam partnered with a private Houston-based real estate investment firm that focuses on the acquisition of multifamily properties.
Status: Closed

-TRI COUNTIES BANK CLOSES ACQUISITION OF THREE CALIFORNIA BANK OF AMERICA BRANCHES
California bank holding company TriCo Bancshares' (NASDAQ: TCBK) Tri Counties Bank subsidiary has closed an agreement to purchase three branches on the North Coast of California from Bank of America (NYSE: BAC), the company said.
The branches are located in the cities of Arcata, Eureka, and Fortuna in Humboldt County. TriCo Bancshares assumed approximately USD 245m in deposits and purchasing approximately USD 400,000 in loans.
Status: Closed

-ORIX USA GROUP LAUNCHES IX CAPITAL PARTNERS; WILL INVEST IN NORTH AMERICAN ACQUISITIONS
US-based financial services company Orix USA has formed IX Capital Partners, a new investment initiative of its majority-owned subsidiary, Mariner Investment Group LLC (Mariner), the company said.
Partnering with New York private equity sponsor Aperion Management and the investee entity's management team, IX Capital Partners recently sponsored its first private equity investment, the acquisition of Chicago-based RoadSafe Traffic Systems.
Status: Closed

-MIDDLE MARKET GROWTH PROGRAM SUPPORTS NAUTIC PARTNERS' ACQUISITION OF US PROPERTY RESTORATION FIRM RESONSE TEAM 1
US-based The Middle Market Growth Program, an entity jointly managed by Antares and LStar Capital, has closed a senior secured unitranche credit facility to support the equity investment of Nautic Partners LLC in Response Team 1, the company said.
Headquartered in Wheeling, IL, Response Team 1 is a national provider of property restoration and renovation services with over 40 locations across the US RT1's mitigation and structural restoration services, which are primarily insurance-paid, are performed following water, fire, and storm damage at single-family, multi-family, and commercial properties.
Status: Closed

-RIZVI TRAVERSE CLOSES USD 551M ACQUISITION OF REALD
US-based private equity firm Rizvi Traverse Management, LLC has closed the acquisition of US-based visual technology company RealD Inc. for USD 11.00 per share, in an all-cash merger transaction, the company said.
The transaction, which was agreed last November, is valued at approximately USD 551m, including net debt. RealD has become a privately held company. Under the terms of the agreement, RealD shareholders received USD 11.00 in cash for each share of RealD's common stock.
Status: Closed

-PHARMAVENTURES ADVISES 3LEGS RESOURCES ON ITS ACQUISITION OF SALVARX
UK-based transaction advisory firm PharmaVentures acted as an independent technical and commercial expert adviser to investment company 3Legs on its reverse takeover of immuno-oncology company SalvaRx, the firm said.
3Legs Resources is an investment company that focuses on life sciences and related technologies. SalvaRx is an immuno-oncology company developing novel therapeutics that stimulate the immune system to fight cancer. 
Status: Closed

-2016 AN "UNCERTAIN" YEAR FOR MERGERS AND ACQUISITIONS, CMS STUDY FINDS
This will be an uncertain year for mergers and acquisitions despite the record levels of deal value in 2015, according to UK-based law firm CMS's 8th annual M/A Study.
Last year was a record-setter for European M/A in value terms although deal volume was down 6%. CMS transacted 391 deals in 2015, 13% more than the previous year. However, 2016 is already a riskier M/A environment compared with 2015. The uncertainty is attributed to a number of grey or black swan events including the long predicted slowdown of China's economic growth and the greatest migration to Europe for a century across a fragile Schengen zone.
Status: Closed

-PENNWELL ACQUIRES PIPELINE + ENERGY EXPO FROM VACUWORX
US-based business-to-business media and information company PennWell Corp. has acquired The Pipeline + Energy Expo from US-based engineering and manufacturing firm Vacuworx, the company said.
Since 2009, this midstream event has grown into a regional energy event. Previously, it attracted nearly 1,500 attendees and over 100 exhibitors from 11 countries and 32 United States. On April 4-6, 2017, PennEnergy will host the ninth annual Pipeline + Energy Expo at the Cox Convention Center in Tulsa, Oklahoma. The event is traditionally held in Tulsa.
Status: Closed

-LAKEPHARMA BUYS CONTRACT RESEARCH ORGANISATION BLUE SKY BIOSERVICES
US-based contract research organisation LakePharma, Inc. has acquired US CRO Blue Sky BioServices, the company said.
Blue Sky BioServices specialises in protein and antibody production and assay services. The combined company will be known as LakePharma, and is now the largest dedicated biologics CRO in the United States, providing a range of protein and antibody-related development services to the pharmaceutical and biotechnology markets.
Status: Closed

-PHARMA CONSULTANCIES NDA GROUP, PHARMAPPROVE HAVE MERGED
Swedish regulatory and HTA consultancy NDA Group and US-based strategic regulatory and scientific communications consultancy PharmApprove have closed a merger, the companies said.
The newly combined company will allow clients to streamline the global development and commercialisation process, accelerating patient access to important medical therapies. Through the merger, NDA and PharmApprove said they will offer clients a breadth of global experience and expertise to drive product development across the US and Europe.
Status: Closed

-MICRO FOCUS PLANS TO ACQUIRE SERENA SOFTWARE IN USD 540M DEAL
UK-based enterprise software company Micro Focus (LSE: MCRO) plans to acquire US-based Application Lifecycle Management software provider Serena Software, Inc. in a transaction valued at USD 540m, the company said.
The acquisition is expected to close in early May 2016, subject to receipt of competition clearances in the US and Germany. Serena is the largest independent Application Lifecycle Management vendor with more than 2,500 enterprise customers.
Status: Agreed

-HEALTHY AND TASTY BRANDS ACQUIRES TULSA, OKLAHOMA RESTAURANT
US-based restaurant operator Healthy and Tasty Brands Corp. (OTC: GRLT) is acquiring Bellacino's Pizza and Grinders of Tulsa, Oklahoma, the company said. This is the second "operational" restaurant to be added to GRLT since February 18, 2016, the date when Wilkerson became the CEO of the company.
The first restaurant to be added was Full Moon Café of Broken Arrow, Oklahoma. Healthy and Tasty Brands Corporation, incorporated on May 21, 2002, owns and operates two restaurant brands.
Status: Closed

-DNA DIAGNOSTICS CENTER ACQUIRES ALL ABOUT TRUTH DNA SERVICES
US-based private DNA testing services provider DNA Diagnostics Center (DDC or the company) has acquired Florida, US-based regional DNA testing services provider All About Truth DNA Services, the company said.
All About Truth DNA Services, based in Plantation, Florida, a family owned and operated company established in 2006, provides DNA testing services to the South Florida region with services focusing on AABB Certified Immigration DNA Testing, biological family relationship DNA testing, prenatal DNA and forensic DNA testing.
Status: Closed

-NEW YORK AFFILIATE OF INSURANCE BROKERAGE CAPACITY COVERAGE ACQUIRES CASTLE ROCK AGENCY
US-based insurance brokerage Capacity Coverage Co of New Jersey, Inc. and its ARM-Capacity of New York, LLC, the affiliate have acquired the assets of Manhattan, US-based Castle Rock Agency, Inc., the company said.
This transaction was completed through Castle Rock Capacity LLC, a newly formed entity which is jointly owned by ARM-Capacity and by Jon Lipton and Brett Lipton, the owners of Castle Rock Agency, Inc. Castle Rock sells a range of commercial and personal lines of insurance products from its midtown Manhattan-based office.
Status: Closed

-NORTHWEST TO ACQUIRE PENNSYLVANIA INSURANCE AGENCY
US-based financial services company Northwest Bank (NASDAQ: NWBI) has signed a definitive agreement to acquire US-based employee benefits and property casualty insurance firm Best Insurance Agency, Inc., the company said.
Specialising in insurance planning, the Best Insurance Agency serves personal and commercial clients from its location in Butler, Pennsylvania. As part of the acquisition, Best principals Don Best, Carol Best McClean, Mike Reese and Ray Rosenbauer will continue to operate from their current office at 340 South Main Street as representatives of Northwest.
Status: Agreed

-HARBOUR GROUP'S SP INDUSTRIES ACQUIRES PHARMACEUTICAL PACKAGING SPECIALIST PENNTECH MACHINERY
US-based manufacturing and distribution group Harbour Group's SP Industries, Inc. subsidiary has acquired the assets of US-based pharmaceutical vial-handling solutions specialist PennTech Machinery Corp., the group said.
PennTech has 25 years of experience in aseptic pharmaceutical vial-handling solutions, including washers, trayloaders, sterilisation tunnels, filling and stopper inserting machines, automatic freeze dryer loading machines, cappers and external washers.
Status: Closed

-ONLINE DRIVER ED FIRM EDRIVING BUYS FLEET SAFETY SPECIALIST, TELEMATICS FIRM
US-based online driver education company eDriving has acquired fleet driver safety management solutions provider Interactive Driving Systems, the company said.
Concurrently, eDriving acquired Mentor eData, a consumer-focused telematics app and analytics provider. Interactive Driving Systems offers the Virtual Risk Manager platform. The combined companies form the driver training and risk reduction business with a focus on training consumer and professional drivers worldwide.
Status: Closed

-CALIFORNIA DEPARTMENT OF MANAGED HEALTH CARE CLEARS CENTENE, HEALTH NET MERGER
The California Department of Managed Health Care has approved the merger of US-based health insurers Centene Corp. (NYSE: CNC) and Health Net, Inc. (NYSE: HNT), the companies said.
Centene and Health Net expect to close the transaction shortly after receipt of approval from the California Department of Insurance, subject to satisfaction or waiver of the closing conditions. Under the deal, Centene will acquire all of the shares of Health Net in a cash and stock transaction valued at approximately USD 6.8bn.
Status: Agreed

-GENERATIONAL EQUITY CLIENT THE HR GROUP ACQUIRED BY JER HR CONSULTING
US-based mergers and acquisitions advisor Generational Equity's client, The HR Group Inc., has been acquired by JER HR Consulting LLC, the firm said.
The HR Group Inc. provides customised human resource support and consulting services to a range of organisations, including Fortune 500 Companies. The HR Group Inc. has experienced HR consultants who assist clients with critical human resource functions including recruiting, training and HR support services.
Status: Closed

-CALIFORNIA REGULATORS CLEARS MERGER OF SOUTHERN CO, AGL RESOURCES
US-based utility operators Southern Company (NYSE: SO) and AGL Resources (NYSE: GAS) have received unanimous regulatory approval of the companies' proposed merger from the California Public Utilities Commission, the companies said.
AGL Resources is the parent company of Central Valley Gas Storage, a natural gas storage facility located in the Sacramento River valley. Last August, the companies announced their merger deal to create America's second largest US electric and gas utility company. Under the deal, AGL Resources will become a new wholly owned subsidiary of Southern company in a transaction with an enterprise value of approximately USD 12bn, including a total equity value of approximately USD 8bn.
Status: Agreed

-US RV PARK OPERATOR CAREFREE COMMUNITIES AGREES TO BUYOUT
US-based motor home and RV community operator Sun Communities, Inc. (NYSE: SUI) has entered into an agreement to acquire Carefree Communities Inc. from Centerbridge Capital Partners II, L.P. and its related entities in a transaction for cash and SUI shares as consideration, the company said.
Headquartered in Southfield, Michigan, Sun Communities will become the premier publicly traded REIT within the manufactured housing and park model recreational vehicle industry following the transaction.
Status: Agreed

-CROSSROADS SYSTEMS SELLS PRODUCTS BUSINESS FOR USD 1.85M
US-based intellectual property licensing company Crossroads Systems, Inc. (NASDAQ: CRDS) has sold its product business and all related assets to Canadian-based StrongBox Data Solutions, Inc. for net proceeds of USD 1.85m in cash, the company said.
The agreement includes the company's entire product portfolio and maintenance business, including its StrongBox and SPHiNX storage solutions. As part of the purchase agreement, 27 of Crossroads' employees have transitioned to SDSI. Existing product customers and partners should see no disruption in service.
Status: Closed

-EIGER BIOPHARMACEUTICALS CLOSES MERGER WITH CELLADON
US-based biopharmaceutical companies Celladon Corp. (NASDAQ: EIGR) and Eiger BioPharmaceuticals, Inc. have closed a merger agreement under which the stockholders of Eiger became the majority owners of Celladon, and the operations of Celladon and Eiger have veen combined, the companies said.
Celladon has been renamed Eiger and is tracing under a new symbol. Prior to the merger, Eiger received gross proceeds of USD 39.5m, including the conversion of USD 6m in aggregate principal amount under, and all interest accrued on, convertible promissory notes of Eiger, in new investment from a combination of certain current and new investors in Eiger.
Status: Closed

-BRACK CAPITAL REAL ESTATE SUBSIDIARY TO BUY GERMAN RESIDENTIAL UNITS FOR EUR 7.8M
Dutch real estate development and investment group Brack Capital Real Estate Investments N.V.'s Brack Capital Properties N.V. subsidiary has entered into a notarized acquisition agreement with a third party (not related to BCRE Germany or its controlling shareholders) to acquire 31 residential units and five office units in Hannover, Germany for a total consideration of EUR 7.8m (USD 8.72m), the company said.
Status: Agreed