Deal Pipeline
Monday 24 April 2017
The following is a list of deals covered in detail by M and A Navigator this week:

-TESCO TO SELL UK, IRELAND OPTICIANS BUSINESS TO VISION EXPRESS

UK-based grocery and general merchandise retailer Tesco plc (LSE: TSCO) has agreed to sell of its opticians business in the UK and Republic of Ireland to Vision Express, the company said.
The company said the move will further simplify its business. Tesco Opticians currently operates in 206 stores across the UK and three stores in the Republic of Ireland, as well as online. It employs approximately 1,500 colleagues, all of whom will be covered by TUPE legislation to transfer into Vision Express following a consultation process.
Status: Agreed



-VELA TECHNOLOGIES SELLS ADDITIONAL SHARES IN CANADIAN TECHNOLOGY FIRM BTL

UK-based investing company Vela (AIM: VELA) disposed of a further 20,000 common shares in Canadian technology firm BTL Group Ltd on 17 April at an average price of CDN 4.72 generating net proceeds of CDN 92,850 (USD 64,043) for the company, the company said.
In March, Vela disposed of a total of 63,332 common shares in BTL Group Ltd at prices between CDN 2.50 per share and CDN 2.99 per share and with an average price of CDN 2.69 per share generating proceeds of CDN 170,630 (USD 127,207).
Status: Closed



-DIPLOMA ACQUIRES AUSTRALIAN DIAGNOSTIC INSTRUMENTS SUPPLIER ABACUS IN AUD 26M DEAL

UK-based technical products and services group Diploma plc (LSE: DPLM) has acquired 100% of Australia-based clinical diagnostics instrumentation and consumables supplier Abacus ALS Pty Ltd., the company said.
The initial cash consideration, including net debt acquired but before acquisition costs, is GBP 13.6m (17.40m) which will be met from the group's existing cash resources and revolving bank credit facility. This may be subject to minor adjustment based on the net assets at completion. Further deferred consideration up to a maximum of GBP 2.1m (AUD 3.5m) may be payable in 2017 depending on the operating profit out-turn of the business in the year ending 30 June 2017.
Status: Closed

-JOHN LIANG ENVIRONMENTAL ACQUIRES WELSH WIND FARM FOR GBP 22.65M
UK-based closed end fund John Laing Environmental Assets Group Ltd (LON: JLEN) has acquired the Moel Moelogan 2 wind farm for a total cash consideration of GBP 22.65m (USD 29.05m), the group said.
This price includes working capital and the repayment of a project finance loan at completion. The wind farm is located at Moelogan Farm near Llanrwst, Conwy, North Wales and comprises nine Siemens SWT-1.3-62 turbines with a total generating capacity of 11.7mw. JLEN said the project is accredited for 1.0 ROC and has been operational since 2008.
Status: Closed

-UK LANGUAGE TRANSLATION SPECIALIST SDL TO SELL SOCIAL INTELLIGENCE BUSINESS
UK-based language translation technology, services and content management company SDL plc (LSE: SDL) has agreed to sell its Social Intelligence activities comprised of two subsidiaries to Social Data Intelligence LLC, the company said. The subsidiaries include Social Intelligence, Inc and SDL Technologies (Vietnam) Co Ltd.
Social Data Intelligence designs and develops software and provides analysts' services to collect, analyse and interpret social data. The immediate cash consideration for the Social Intelligence Business disposal is GBP 1. As part of the transaction, SDL has agreed to subscribe for a USD 1m unsecured 2027 loan note issued by SDIL.
Status: Agreed

-INSPIRED ENERGY ACQUIRES PUBLIC SECTOR ENERGY PROCUREMENT SPECIALIST IN USD 3.29M DEAL
UK-based energy procurement consultant Inspired Energy (AIM: INSE) has completed the purchase of the trade and assets of UK-based public sector energy procurement specialist Flexible Energy Management Ltd., the company said.
FEML serves a customer base comprising of NHS foundation trusts/hospitals and academic and sporting institutions, through two NHS sponsored OJEU frameworks. The OJEU frameworks will allow Inspired to accelerate its growth into the public sector and significantly increases the strength of the Inspired Public Sector team which was created in 2016. Consideration to be satisfied by a cash payment of GBP 2.2m and the issue of 2,993,653 new ordinary shares to the shareholders of FEML, who will remain with the enlarged group.
Status: Closed

-INSPIRED ENERGY ACQUIRES UK ENERGY PROCUREMENT CONSULTANCY CHURCHCOM
UK-based energy procurement consultant Inspired Energy (AIM: INSE) has acquired UK-based energy procurement consultancy Churchcom Ltd, the company said.
Churchcom operates through two principal divisions, the Church Energy Purchasing Group, which specialises in serving the church sector, and Energy Partners, a growing commercial energy procurement business. The firm benefits from a strong secured order book and strong retention rates and is a complementary addition to Inspired's core corporate division. Consideration to be satisfied by a cash payment of GBP 1.4m to the shareholders of Churchcom.
Status: Closed

-RECONSTRUCTION CAPITAL II CLOSES SALE OF ROMANIAN RECEIVABLES COLLECTION FIRM
Cayman Islands-based closed-end investment company Reconstruction Capital II Ltd (LSE: RC2) has closed the disposal of Romanian receivables collection company Top Factoring Group, the company said.
The deal includes the whole of the non-performing loan book held by Top Factoring's wholly-owned subsidiary Glasro Holdings Ltd. Top Factoring Group has been acquired by Intrum Justitia AB. Accordingly, RC2 received a total of EUR 12.83m (USD 13.94m), and is due to receive a further EUR 0.28m on 4 May 2017.
Status: Closed

-SHEARWATER GROUP TO ACQUIRE UK AUTHENTICATION SOFTWARE FIRM SECUENVOY
UK-based cyber security company Shearwater Group plc (AIM: SWG) has conditionally agreed to acquire the entire issued share capital of UK-based authentication software provider SecurEnvoy Ltd., the company said.
  The GBP 20m (USD 25.65m) consideration satisfied by the payment of GBP 10m in cash and GBP 10m through the issuance of 200m ordinary shares of the company at a price of 5 pence per share. Placing to raise gross proceeds of up to GBP 8m to be used to part fund the acquisition and further near term growth opportunities. SecurEnvoy is a UK based provider of multifactor authentication software solutions used by over 1,000 end users across five continents.
Status: Agreed

-BOS TO CLOSE ACQUISITION OF 40% OF CALL DESIGN BY 21 MAY 2017
UK-based software developer Bos Global Holdings Ltd. (AIM: BOS) expects close its previously-reported conditional agreement to acquire a 40% interest in Australian workforce optimisation tools provider Call Design Pty Ltd by 21 May 2017, the company said.
This deal was announced on 20 March 2017. Bos Global said it has satisfied one of the major conditions precedent, having completed due diligence to the satisfaction of the board. Accordingly the company is proceeding toward settlement including finalising a share purchase agreement with Call Design's shareholders. It is expected that completion will occur on or before 21 May 2017.
Status: Agreed

-ITALIAN COMMUNICATIONS AGENCY SEC CLOSES ACQUISITION OF MAJORITY STAKE IN MARTIS CONSULTING
Italian public relations and integrated communications agency SEC S.p.A has closed the acquisition of a majority shareholding in a Polish consulting firm Martis Consulting SP z o.o, the company said.
The consideration, for 60% of the issued share capital of Martis Consulting, comprises a completion cash payment of approximately EUR 1,046,718 (USD 1.10m). The final price to be paid will depend on Martis Consulting's 2016 EBITDA. Martis Consulting has a track record in public and corporate affairs at national and European level. 
Status: Closed

-UK NVESTMENT MANAGER RASMALA TO UP STAKE IN SUBSIDIARY
UK-based investment management and financing solutions firm Rasmala plc (LSE: RMA) has agreed to acquire a further interest in the capital of its Rasmala Holdings Ltd. subsidiary from minority shareholders. As a result of these acquisitions Rasmala's total shareholding in RHL will increase from approximately 76.3% to approximately 90%.
Total consideration for the 28,943,956 ordinary shares in RHL being acquired is approximately USD 6m. During the financial year ending on 31 December 2015, RHL generated profits before tax from continuing operations of USD 2.6m. Rasmala provides investment management and financing solutions. It offers investment banking services, including finance, debt capital markets, and structured finance products, as well as business advisory services.
Status: Agreed

-CANADA'S SNC-LAVALIN TO ACQUIRE UK ENGINEERING, ARCHITECTURAL DESIGN FIRM WS ATKINS FOR GBP 2.1BN
Canadian conglomerate SNC-Lavalin Group Inc. (TSX: SNC) and UK-based engineering and architectural design company WS Atkins plc have reached agreement on the terms and conditions of a recommended all cash acquisition of the entire issued and to be issued share capital of Atkins by SNC-Lavalin' SNC-Lavalin Holdings Ltd.'s subsidiary, the companies said.
Under the terms of the acquisition, each Atkins shareholder will be entitled to receive 2,080 pence in cash for each Atkins share. The price of 2,080 pence per Atkins share represents a premium of approximately 35% to the closing price of 1,540 pence per Atkins share on 31 March 2017 (being the last business day before the announcement of the possible offer).
Status: Agreed

-EPIRIS RECEIVES GBP 67M FROM SALE OF FOREST PRODUCTS INFORMATION PROVIDER RISI
UK-based private equity fund manager Electra Private Equity plc has received proceeds of GBP 67m (USD 85.92m) from UK-based Axio Group in relation to the sale of US-based forest products industry information provider RISI, the firm said. This deal was announced on 3 March 2017, Epiris.
Following receipt of regulatory approvals, the sale of RISI to Euromoney Institutional Investor plc (LSE: ERM) for USD 125m completed on 6 April 2017. RISI's product suite includes objective pricing data, industry news, mill intelligence, research and analytics, specialised conferences, and custom projects for the pulp, packaging, wood products, wood fiber, and sawlog markets.
Status: Closed

-SPORTS DIRECT INTERNATIONAL WINS BANKRUPTCY COURT NOD TO ACQUIRE BOB'S STORES
UK-based retailing group Sports Direct International plc (LSE: SPD) has received the approval of the Delaware Bankruptcy Court to acquire certain assets of US-based Eastern Outfitters LLC, comprising the businesses of Bob's Stores and Eastern Mountain Sports pursuant to a s.363 sale process, following the filing by Eastern Outfitters LLC (the parent company of Bob's Stores and Eastern Mountain Stores) under Chapter 11 in the US, the company said.
The businesses to be acquired include (following closures) approximately 50 retail stores in the US under the Bob's Stores and Eastern Mountain Stores fascias selling predominantly sports and casual wear, and outdoor and camping equipment and clothing.
Status: Agreed

-NEXTENERGY SOLAR FUND ACQUIRES SIX UK SOLAR PLANTS
UK-based investment company NextEnergy Solar Fund Ltd. (LSE: NESF) has signed six share purchase agreements for six separate projects, with three unrelated counterparties, to acquire the special purpose vehicles owning Rampisham, Aller Court, Hill, Forest Farm, Wasing and Flixborough solar plants, the company said.
The plants are located in Dorset, Somerset, Oxfordshire, Hampshire, Berkshire and South Humberside respectively. They have an Investment Value of GBP 30.5m (USD 39.11m), the company said.
Status: Closed

-FORTEM RESOURCES ACQUIRES 165,000 ACRES OF OIL AND GAS LEASES IN THE MOENKOPI FORMATION, UTAH
US-based oil and gas company Fortem Resources Inc. (OTCQB: FTMR) has entered into an agreement with two arm's length vendors to acquire all the membership interests of US-based Black Dragon, LLC, the company said.
Black Dragon has the right to acquire a 75% working interest in and to certain leases, hydrocarbons, wells, agreements, equipment, surface rights agreements and assignable permits totaling approximately 165,000 acres (258 sections) at an 80% net revenue interest located in the Moenkopi formation of the Carbon and Emery Counties, Utah. The Moenkopi oil resource play adjoins Grassy Trails field, which has produced a cumulative 731,000 barrels of oil from the Moenkopi formation.
Status: Agreed

-EASTON PHARMACEUTICALS CLOSES ACQUISITION OF VAPORIZER, E-LIQUIDS MANUFACTURER IBLISS
Canadian drugmaker Easton Pharmaceuticals, Inc. (OTC: EAPH) has closed its acquisition of Canadian vaporizer manufacturer iBliss Inc., the company said. The company announced a signed a letter of intent to acquire iBliss in late January.
Since then, both parties say they have engaged in detailed negotiations to reach terms on a final closing agreement. Negotiations have now reached a stage where both companies are confident enough to expect an executed closing agreement within one week.
Status: Closed

-RIVERVIEW FINANCIAL TO ACQUIRE FELLOW PENNSYLVANIA BANKING FIRM CBT FINANCIAL FOR USD 50M
Pennsylvania, US-based bank holding companies Riverview Financial Corp. (OTCQX: RIVE) and CBT Financial Corp. (OTC: CBTC) have executed an agreement and plan of merger under which CBT will merge with and into Riverview in a transaction valued at approximately USD 50m, the companies said.
This merger will form a combined community banking franchise with approximately USD 1.2bn of assets and will provide enhanced products and services through 33 banking locations covering 12 Pennsylvania counties. 
Status: Agreed

-RESTAURANT TECHNOLOGY PROVIDER SICOM ACQUIRES RTI
US-based quick service and fast casual restaurant industry technology and services provider Sicom Systems, Inc. has acquired fellow QSR technology provider RTI, the company said. Sicom said that RTI's restaurant software solutions complement its end-to-end technologies and will enable the company to expand its capacity, accelerate research and development and increase its presence in new brands and markets.
RTI's founders were multi-unit franchisees before starting the company in 1985 and built the business based on their real-life experience in the industry. 
Status: Closed

-SOLARIS POWER CELLS TO ACQUIRE ASIAN SOCIAL MEDIA PLATFORM MIGME
US-based digital media holding company Solaris Power Cells, Inc. (OTCQB: SPCL) has signed definitive agreements to acquire Asian social media platform migme (ASX: MIG), the company said.
Migme has approximately 35m monthly active users (MAU's). Solaris said it is adding to its media technology holdings, notably distribution-as-a-service company PixelMags, which takes publishers' content and automatically formats and natively distributes across platforms. Migme is a global digital media company with a large footprint in Southeast Asia, the fastest growing global mobile market.
Status: Agreed

-RISK STRATEGIES ACQUIRES NEW YORK'S FRIEDMAN AND FRIEDMAN AGENCY
Massachusetts, US-based national insurance brokerage and risk management firm Risk Strategies Co, a privately held, rapidly growing has acquired New York, US-based Friedman and Friedman Agency, the firm said.
Founded in 1947 and based in Westbury, NY, Friedman and Friedman provides home and auto coverage, personal excess, boat/yacht insurance, and valuable collection insurance. It also specialises in estate planning and complex asset protection for high net worth families.
Status: Closed

-CROWN CASTLE TO ACQUIRE WEST COAST FIBRE OPTIC NETWORK WILCON FOR USD 600M
Texas, US-based shared wireless infrastructure provider Crown Castle International Corp. (NYSE:CCI) has agreed to acquire US-based West Coast fiber optic network Wilcon Holdings LLC to gain rights to over 28,000 route miles of fiber, the company said.
Crown Castle said it intends to acquire Wilcon for approximately USD 600m from private equity firm Pamlico Capital and other Wilcon unit holders. Crown Castle anticipates financing the transaction consistent with maintaining its current investment grade credit metrics. The acquisition will allow the company to deliver fiber-fed small cell solutions for its wireless customers in its most active market.
Status: Agreed

-TURBO GLOBAL BUYS US VIDEO PRODUCTION COMPANIES AVANT-GARDE, ZANE KUHLE STUDIOS
Nevada, US-based diversified investment management company Turbo Global Partners (OTC: DIBZ), d/b/a/ as DBZ International, has acquired Florida, US-based niche video production companies Avant-Garde Productions, LLC and Zane Kuhle Studios, Inc. to expand its OnNow television platform, the company said.
Turbo Global said Avant-Guard and Zane supported the strategy of its global license by serving as vendors during the three-year beta phase of the company's OnNow TV WEB television platform. Integrating the two acquired companies into its business plan would results in a media and communications group.
Status: Closed

-FULHAM ACQUIRES CONTROL NETWORK SOLUTIONS TO EXPAND IN EUROPE
California, US-based lighting and electronics company Fulham Co., Inc. has acquired the assets of lighting systems company UK-based Control Network Solutions (CNS), a partner company of Fulham, the company said.
Fulham said it has been developing its relationship with CNS for more than a year, utilising it's elitedali to provide complete smart lighting systems. The acquisition continues Fulham's strategic European expansion. Crunchbase reported the terms of the acquisition were not disclosed.
Status: Closed

-DRYSHIPS ACQUIRES KAMSARMAX DRYBULK VESSELS FOR USD 68M
Greek-based ocean-going cargo vessel owner DryShips Inc. (NASDAQ: DRYS) has agreed to acquire Kamsarmax drybulk carriers built in 2014 from unaffiliated third parties for USD 68m, the company said. The company will finance the total gross purchase price of approximately USD 68m using cash on hand, which currently stands at USD 429m.
The company said the acquisition would expand its drybulk fleet, rejuvenating the average age of its fleet, and deploy its available liquidity. DryShips expects to take delivery in the second quarter 2017 of one 81,918 DWT Kamsarmax drybulk carrier built in 2014 and two second-hand 81,129 DWT built in 2014.
Status: Closed

-METROSCPACES ACQUIRES MAJORITY STAKE IN US TELECOMMUNICATIONS FIRM ETELIX FOR USD 2M
Miami, US-based real estate investment and development company Metrospaces, Inc. (OTC: MSPC) has acquired 51% of Miami, US-based telco operator Etelix.com USA LLC for USD 2.0m, the company said.
Metrospaces said it plans to work with Etelix, helping them finance their growth in build-to-suit data hosting buildings and in rolling out their home data and voice products into future residential and commercial developments. This acquisition will be consolidated as a subsidiary with Metrospaces financials. 
Status: Closed

-TURBO GLOBAL PARTNERS CLOSES ACQUISITION OF WALMART POSTAL STORE FRANCHISES
Nevada, US-based diversified investment management company Turbo Global Partners (OTC: DIBZ), d/b/a/ DBZ International, has finalised the acquisition of Turbo Retail Management, formerly Goin' Postal Franchise Corp., holder of the Walmart Supercentre master lease for retail postal franchises, the company said.
GP Brands, Inc. is franchisor of 360 Goin' Postal pack and ship retail franchise stores located throughout the United States as well as smaller franchise stores within Walmart Supercentres in the Southeast.
Status: Closed

-LIG ASSETS ACQUIRES BGTV DIRECT TO EXPAND NEW MEDIA REACH
Dallas, US-based real estate and renewable energy focused company LIG Assets, Inc. (OTC: LIGA) has acquired US-based product sales and media company BGTV Direct, LLC. Worldwide Media Solutions to continue growth model, the company said.
The company said the acquisition of BGTV is part of a multi-company acquisition plan and expansion of corporate portfolio of assets. The addition of BGTV provides synergies that would expand LIGA's new media reach into the social media, ecommerce and traditional media platforms. BGTV Direct is valued at more than USD 3.6m with sales exceeding USD 1.8m in 2016.
Status: Closed

-LEVINE LEICHTMAN, BRITT, JUPITER HOLDINGS PARTNER TO ACQUIRE MOUNTAIN MIKE'S PIZZA
California US-based private investment firms Levine Leichtman Capital Partners, Britt Private Capital, LLC, Jupiter Holdings LLC and management have partnered to acquire California, US-based pizza restaurant franchisor Mountain Mike's Pizza (MMP), the companies said.
The investment firms said they intend to support the continued growth of Mountain Mike's, which operates 180 units in northern and central California. MMP is the second investment from LLCP Lower Middle Market Fund, L.P. 
Status: Agreed

-CARDINAL ENERGY ACQUIRES EOI EAGLE ASSETS FOR STOCK/CASH
Texas, US-based energy company Cardinal Energy Group, Inc. (OTCQB: CEGX) has acquired assets of Frisco, Texas, US-based EOI Eagle Operating, Inc. for 1m shares of Series B preferred stock and a note for USD 250,000, the company said.
Cardinal Energy said, Eagle's assets will generate significant revenues to the company and add the experience of EOI president and owner, who will be appointed by the board of directors to the position of president and chief operating officer of the company. He will oversee all of the company's day-to-day operations in the field.
Status: Closed