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

-RIVERBED FOODS CLOSES ACQUISITION OF SOUP/INFANT FEEDING BUSINESS OF TREEHOUSE
Illinois, US-based packaged food and beverage manufacturer TreeHouse Foods, Inc. (NYSE: THS) has closed the sale of its Pennsylvania, US-based soup and infant feeding (SIF) business to Riverbend Foods LLC, a portfolio company of Texas, US-based private equity firm Insight Equity, the company said.
The company said it expects the transaction to have a negligible impact on the ongoing operating income of TreeHouse Foods. The SIF business sales were approximately USD 210m in 2016. TreeHouse Foods said the transaction allows for simplification of its business so it can concentrate efforts on categories that support its customers' corporate brand initiatives.
Status: Closed

-HARLAND CLARKE HOLDINGS CLOSES ACQUISITION OF DIGITAL SAVINGS SITE RETAILMENOT
US-based marketing services and integrated payment solutions company Harland Clarke Holdings Corp. has closed the acquisition of savings destination RetailMeNot, Inc., the company said. RetailMeNot connects consumers with retailers, restaurants and brands, both online and in-store.
Under the deal, HCH has acquired all the outstanding shares of RetailMeNot Series 1 common stock for USD 11.60 per share in cash. The deal is worth USD 630m. With the completion of the transaction, RetailMeNot has become a privately held company, and therefore RetailMeNot Series 1 common shares will no longer be listed on the NASDAQ or any other public market.
Status: Closed

-SCHRODER EURO REAL ESTATE INVESTMENT TRUST BUYS SPANISH SHOPPING CENTRE
UK-based property investor Schroder European Real Estate Investment Trust plc (LSE: SERE) has completed the purchase of the Metromar shopping centre in Seville, Southern Spain, from UBS Asset Management, the company said. The total purchase price is approximately EUR 52.5m (USD 58.74m), reflecting a net initial yield of 6.2%.
SEREIT is acquiring a 50% stake in joint venture with the Schroder advised Immobilien Europa Direkt. Seville is the capital of Andalucía and Spain's fourth largest city and is an important tourist destination. The city is expected to outperform national averages in terms of both economic growth and consumer spending over the next five years.
Status: Closed

-CURZON ENERGY TO ACQUIRE OREGON, US METHANE GAS PRODUCER COOS BAY ENERGY
UK-based natural gas company Curzon Energy plc has agreed conditionally to acquire Oregon, US-based energy company Coos Bay Energy LLC, the company said. Coos Bay Energy owns coalbed methane gas accumulations in Coos Bay County, Oregon.
The terms of the acquisition are set out in an agreement between Curzon Energy, YA Global Investors LLP and Coos Bay. YA Global, a 75% owner of Coos Bay and a holder of 15.53% of the voting interests in Curzon Energy, has agreed to procure the transfer of all the membership interests in Coos Bay to Curzon Energy for a consideration of USD 4m.
Status: Agreed

-MOSMAN OIL AND GAS TO ACQUIRE 10% STAKE IN ARKOMA STACKED PAY PROJECT FOR USD 500K
Australia-based oil exploration and development company Mosman Oil and Gas Ltd.'s (AIM: MSMN) US subsidiary Mosman Texas LLC has executed a contract to acquire a 10% interest in the Arkoma Stacked Pay Project, located in Okfuskee County, Oklahoma, from Inland Oil and Gas Corp. and Inland Operating Company for a consideration of USD 500,000, the company said.
Inland estimates the gross reserves and resources of the area to be 8.48 Mmboe, based on 3D seismic which was used to identify a significant geological structure and the wells drilled to date have demonstrated multiple reservoir horizons. Mosman has conducted initial technical due diligence and has commissioned an independent reserves and resource report to verify the vendor estimates.
Status: Agreed

-ALPHA PYRENEES TRUST SELLS WAREHOUSE, OFFICE IN IVRY-SU-SEINE, FRANCE FOR EUR 2.88M
Channel Islands-based property investment company Alpha Pyrenees Trust Ltd. (LSE: ALPH) has sold a warehouse and office property, of approximately 7,420 square metres, located in Ivry-sur-Seine, France for EUR 2.88m (USD 3.22m), the company said.
The purchaser is SADEV94, the developer of the ZAC Ivry Confluences. This sale forms part of the orderly realisation process supported by the trust's lender, Barclays Bank PLC, and the net proceeds from this sale will be used to reduce the trust's bank borrowings.
Status: Closed

-TRINIDAD AND TOBAGO'S GREEN DOT SELLS 51% STAKE IN ONE CARIBBEAN MEDIA
Trinidad and Tobago ISP and digital TV services provider Green Dot, Ltd. has completed the sale of a 51% stake to One Caribbean Media Ltd., the company said. The transaction between Green Dot and OCM was first announced in August 2016 and closed after receiving expected regulatory approval.
Green Dot is the largest ISP provider and third largest provider of digital television services in Trinidad and Tobago. Founded in 2004, the company provides wireless ISP and subscription TV services to residential and business customers in Trinidad and Tobago, Grenada, and Suriname.
Status: Closed

-RESEARCH DATA GROUP, UPTICK DATA CLOSE MERGER
US-based SEC filing services provider Research Data Group, Inc. and Natural Language Generation and financial reporting specialist UpTick Data Technologies have closed the merger of the two companies under one management structure, the companies said.
The combination brings together RDG's corporate performance graphs, peer group analysis, XBRL and EDGAR filing capabilities with UpTick's automated text generation technology used to produce corporate insider, earnings, and analyst recommendation news as well as UpTick's retirement reporting platform PlanXtra.com. UpTick was previously majority controlled by RDG and this consolidation allows for a more streamlined financial and management structure, integrated infrastructure and development platform.
Status: Closed

-SMARTBANK TO ACQUIRE ALABAMA'S CAPSTONE BANK FOR USD 84.8M
US-based SmartFinancial, Inc., the parent company of SmartBank (NASDAQ: SMBK), and Capstone Bancshares, Inc., parent company of Capstone Bank have signed a definitive merger under which SmartFinancial will acquire Capstone in a cash and stock deal worth USD 84.8m, the companies said.
Upon the completion of the transaction, the combined company is expected to have assets in excess of USD 1.5bn. Established in 2007, SmartBank has more than USD 1bn in assets and operates 14 branches and two loan production office spanning East Tennessee and the Florida Panhandle. This marks the fourth acquisition in the bank's past five years.
Status: Agreed

-WHITE KNIGHT PRODUCTION CLOSES MERGER WITH TXON-SCZ, DOUBLING RESERVES, ACREAGE AND OIL PRODUCTION
US-based oil and gas company White Knight Production I, LLC has closed its merger with TXON-SCZ, LLC, bringing together the assets of the two private, independent oil and gas portfolio companies of private equity firm Bayou City Energy, the company said.
After giving effect to the combination, WKP controls in excess of 30,000 held-by-production net acres divided between the Fort Worth Basin of Texas and the San Joaquin Basin of California. The company currently produces over 1,500 gross barrels of oil per day from long-lived, low-decline assets which provide a solid cash flow base supporting low-risk development opportunities, including recompletions, infill drilling, and waterflood enhancement.
Status: Closed

-LASER MANUFACTURER IPG PHOTONICS ACQUIRES OPTIGRATE
US-based laser manufacturer IPG Photonics Corp. (NASDAQ: IPGP) has acquired manufacturer OptiGrate Corp., the company said. OptiGrate is a pioneer in the manufacture of chirped volume Bragg grating technologies.
OptiGrate VBG-based components enable performance improvement, miniaturisation and cost reduction of ultrafast pulsed lasers for micro materials processing, medical and other applications.
Status: Closed

-GRIFFIN INDUSTRIAL REALTY TO BUY NORTH CAROLINA BUILDING FOR USD 18.6M
US-based real estate investor Griffin Industrial Realty, Inc. (NASDAQ: GRIF)  has entered into a purchase and sale agreement for the acquisition of an approximately 277,000 square foot industrial/warehouse building in Concord, North Carolina, located in the greater Charlotte area, the firm said.
Under the purchase and sale agreement, the purchase price of the building is approximately USD 18.6m to be paid in cash at closing. The building was constructed in 2015 and currently is approximately 60% leased. Griffin Industrial said the acquisition would be Griffin's first industrial/warehouse building in the Charlotte area.
Status: Agreed

-ABRAXAS PETROLEUM ACQUIRES 2,008 NET ACRES IN WARD COUNTY, TEXAS FOR USD 22.2M
US-based oil and gas explorer and producer Abraxas Petroleum Corp. (NASDAQ: AXAS) has signed a definitive agreement to acquire 2,008 net acres and 33 Boepd in Ward County, Texas prospective for the Wolfcamp/Bone Spring, the company said.
Under the deal, the company will acquire 2,008 net acres and 33 Boepd (91% natural gas) in Ward County prospective for the Bone Spring and Wolfcamp for USD 22.2m. It includes up to four identified zones across the Third Bone Spring and Wolfcamp. The acquisition consists of interests in three incremental operated units, four non-operated units as well as interests in three existing Abraxas operated units.
Status: Closed

-KANSAS REGULATOR REFUSES TO TAKE SECOND LOOK AT USD 12.2BN GREAT PLAINS, WESTER TIE-UP
The Kansas Corp. Commission denied the Petition for Reconsideration filed jointly by US-based utility operators Great Plains Energy Inc. (NYSE: GXP) and Westar Energy, Inc. (NYSE: WR) regarding the Commission's 19 April 2017, order denying approval of Great Plains Energy's acquisition of Westar Energy, the companies said.
The companies agreed to a USD 12.2bn merger in June, 2016. Great Plains Energy and Westar say they continue to work to explore the possibility of a revised transaction. If a new agreement to combine is reached, the companies would file a new application under a new docket. While the companies have made progress, it will take more time to evaluate whether a new deal is possible.
Status: Agreed

-PIERRE FABRE PHARMACEUTICALS TO ACQUIRE IGENICA BIOTHERAPEUTICS IMMUNO-ONCOLOGY ASSETS
French drugmaker Pierre Fabre has inked a definitive purchase agreement to acquire several assets from US-based biotechnology firm Igenica Biotherapeutics, the company said.
The agreement includes innovative immunotherapies targeting immune checkpoints that may reverse the resistance to existing immuno therapies. Pierre Fabre said the most advanced asset is currently at preclinical stage and is expected to be administered to patients in the coming two to three years. The agreement also comprises a series of early discovery targets.
Status: Agreed

-BIOVERATIV TO ACQUIRE RARE DISEASE SPECIALIST TRUE NORTH THERAPEUTICS
Massachusetts, US-based biotechnology company Bioverativ Inc. (NASDAQ: BIVV) has agreed to acquire California, US-based rare disease-focused biotechnology company True North Therapeutics to strengthen position as rare disease entity focused on blood disorders, the company said.
Bioverativ will acquire True North for an upfront payment of USD 400m plus assumed cash. The acquisition will be financed through a combination of cash on hand and debt. True North investors are eligible to receive additional payments of up to USD 425m contingent on the achievement of future development, regulatory and sales milestones. The transaction is subject to customary closing conditions, and is expected to close in mid-2017.
Status: Agreed

-CLEARHAUS FINTECH ACQUIRES 33% STAKE IN COPENHAGEN BANK TO ENTER AUSTRIAN, SWISS MARKETS
Denmark-based fintech startup Clearhaus has acquired 33% of Denmark-based financial institution Copenhagen Cooperative Bank to expand its banking/acquisition business model, the company said.
Clearhaus said it intends to close the gap between traditional banking and acquiring, and obtain 10% in the DACH region within 12-18 months. Clearhaus currently offers acquiring services, and provides online businesses with the possibility to accept Visa and Mastercard payments in webshops while managing (merchant) accounts. The startup holds roughly 20% of the Danish acquiring market after only 21 months of operations.
Status: Closed

-LEGEND SOLAR ACQUIRES SOLAR ENERGY EFFICIENCY SPECIALIST ASPIRE ENERGY
Utah, US-based solar energy provider Legend Solar has acquired US-based Aspire Energy to form Legend Energy division, offering solar-powered energy efficient services, the company said. The company said Legend Energy would offer energy solutions with multiple angles to save homeowners on solar installation services.
New products include multi-layer insulation, solar fans, air conditioning tune ups and LED lighting. Legend Solar, a dealer for SunPower, is expanding throughout Utah, Nevada and Oregon with future expansion plans for Washington, Colorado, Arizona, Wyoming, Montana and Idaho.
Status: Closed

-DADE PAPER TO MERGE WITH DISPOSABLE FOOD SERVICE, JANITORIAL SUPPLY FIRM IMPERIAL BAG AND PAPER
Florida, US-based food packaging distributor Dade Paper and Bag Co. has agreed to a merger with New Jersey, US-based disposable food service and janitorial supply company Imperial Bag and Paper Co., LLC to offer a broader product offering, the companies said.
The combined business will have total revenues over USD 1bn. The transaction is expected to close in June. Dade said with Imperial it would offer customers a broader product offering and service across a wider footprint into the Southeastern and Mid-Atlantic, US markets. Imperial said the combination the two companies will continue building the business through new customers, additional products and services and acquisitions.
Status: Agreed

-MISSOURI AMERICAN WATER BUYS WARDSVILLE WATER/WASTEWATER SYSTEMS FOR USD 2.75M
US-based water utility operator Missouri American Water, subsidiary of American Water (NYSE: AWK), has finalised the acquisition of the Wardsville water and wastewater systems increasing its 460,000 Missouri-based customers by 475 water customers and 406 wastewater, the company said.
The purchase price for both the water and wastewater system is USD 2.75m. Water and wastewater rates in the city are set by the Missouri Public Service Commission and will not change upon completion of the deal. The company said the acquisition will provide Wardsville, Missouri residents with clean, safe drinking water, effective wastewater treatment and efficient system operation.
Status: Closed

-STEWART TITLE ACQUIRES TITLE WEST ASSETS AS PART OF EXPANSION IN UTAH, US
Texas, US-based title company Stewart Title's direct operations, a division of real estate services company Stewart Information Services Corp. (NYSE: STC) has purchased the business of Utah, US-based title agency Title West, as part of Stewart's 2017 expansion plans, the company said.
Stewart and Title West began their partnership in 1987, when Title West joined the Stewart Trusted Provider network as an independent agent. Stewart said the acquisition of Title West will enable Stewart Title's Utah direct operations to expand in the Utah County market, and provide Title West's local customers the real estate transaction experience that Stewart is known for providing.
Status: Closed

-FIDELITY NATIONAL FINANCIAL ACQUIRES US PROPERTY AUCTION PROVIDER HUDSON AND MARSHALL
Florida, US-based real estate services provider Fidelity National Financial, Inc. (FNF) and parent company of mortgage and finance industry transaction services ServiceLink, has acquired Georgia, US-based property auction provider Hudson and Marshall (H and M), the company said.
Housing Wire reported financial terms of the deal were not disclosed. FNF said it expects to partner with Hudson and Marshall to enhance the services FNF can provide to its lender, servicer and real estate agent relationships. H and M will power ServiceLink Auction, an auction platform fully integrated with ServiceLink's suite of products and technologies.
Status: Closed

-U-HAUL BOLSTERS POSITION IN PORTABLE MOVING/STORAGE MARKET WITH ACQUISITION OF DOOR TO DOOR CONTAINERS
Arizona, US-based moving and storage company U-Haul has acquired all portable storage containers of Washington, US-based moving and storage company Door To Door, to strengthen its market position in the portable moving and storage business, the company said.
U-Haul is acquiring containers in 20 major markets across the US Customer containers have been transferred to U-Haul U-Box facilities. U-Box provides coverage serving the continental US, Canada, Alaska and Hawaii. U-Haul said U-Box's infrastructure would allow Door to Door's customers to ship to a greater number of destinations and access expanded delivery options, the company said.
Status: Closed

-PAKISTAN'S JAZZ ACQUIRES 4G/LTE SPECTRUM FOR USD 295M
Pakistan-based telecommunications company Jazz, a subsidiary of Netherlands-based telecommunications company Global Telecom Holding S.A.E. (EGX: GTHE), has acquired 4G/LTE spectrum of high-speed data services in an auction, the company said. Jazz was awarded a 10 MHz paired spectrum in the 1800 MHz band for a total consideration of USD 295m plus withholding tax of 10%.
Veon, a 57.7% owner of GTH, said the acquisition is a milestone in its ambition to become a global digital leader and is expected to improve the customer experience in terms of voice quality, data speeds and connectivity. Veon said it is committed to creating the best user experience for Jazz's more than 53m customers. This additional spectrum will let customers surf faster, with better quality and coverage, enabling Veon's platform to fulfill Pakistan's digital ambitions.
Status: Closed

-CENTURY GAMING TECHNOLOGIES ACQUIRES SOFTWARE, DEVICE MAKER GRAND VISION GAMING
Nevada, US-based gaming operator Century Gaming Technologies has acquired Montana, US-based software developer and gaming device manufacturer Grand Vision Gaming LLC (GVG) to enhance product content offerings, the company said.
GVG said its custom software development will enhance the product content offerings on all gaming machines in Nevada manufactured by Century for its distributed gaming route, as well as Nevada customers outside of Century's route. This allows traditional gaming operator an entry into a new customer base. The company currently has over 6,000 video gaming machines installed in Montana, South Dakota, Louisiana and most recently, West Virginia.
Status: Closed

-ENTEROMEDICS ACQUIRES US MEDICAL DEVICE MAKER BARIOSURG TO EXPAND BARIATRIC TREATMENTS
Minnesota, US-based medical device manufacturer EnteroMedics Inc. (NASDAQ: ETRM), has acquired California, US-based medical device company BarioSurg, Inc. and its gastric vest system, a medical device developed for weight loss in morbidly obese patients, the company said.
The consideration paid by EnteroMedics for BarioSurg, Inc. consists of 1.38m unregistered shares of EnteroMedics common stock, 1m unregistered shares of conditional convertible preferred stock (which will be convertible into 5m unregistered shares of common stock upon the receipt of the required approval of EnteroMedics' stockholders under NASDAQ rules), and USD 2m in cash.
Status: Closed

-DUNES POINT CAPITAL ACQUIRES US ENGINEERING SERVICES SUPPLIER COENEN MECHANICAL
New York, US-based private investment firm Dunes Point Capital LLC portfolio company Industrial Group Holdings, LLC (IGH) has acquired Wisconsin, US-based engineering services supplier Coenen Mechanical, LLC, the company said.
Dunes Point Capital, LLC pursues control investments in companies operating in the general industrial sector, targeting companies with enterprise values of up to USD 500m. Industrial Group Holdings is a holding company that oversees and manages six industrial operating units.
Status: Closed

-GROWGENERATION ACQUIRES SEATTLE HYDRO SPOT TO SERVE HOME CANNABIS GROWERS IN NORTHWEST US
Colorado, US-based hydroponic and organic gardening retail stores GrowGeneration Corp. (OTCQB: GRWG) has acquired assets of Washington, US-based Seattle hydroponic facility Hydro Spot to serve commercial and home cannabis growers in the Northwest, US market, the company said.
The company acquired the assets of Seattle Hydro Spot, including existing inventory and fixed assets as well as the brand and customer relationships. In consideration, Seattle Hydro Spot, which has been in business for approximately six years, was operating at a revenue run-rate of approximately USD 1m annually.
Status: Closed

-INSIGNIA CAPITAL GROUP ACQUIRES MEAT SNACKS FIRM TILLAMOOK COUNTRY SMOKER
California, US-based private equity firm Insignia Capital Group has acquired Oregon, US-based meat snack company Tillamook Country Smoker (TCS) to expand its footprint in the food sector and into the meat snacks market, the company said.
Several family shareholders participated in the transaction alongside Insignia. Insignia said it plans to leverage its food investment experience and synergies with its other salty snack investments, Truco Enterprises and Century Snacks, to accelerate growth. The company said it will invest in operations, which is expected to drive value for all stakeholders.
Status: Closed

-NYLON MEDIA ACQUIRES STAKE IN SIMPLY STYLIST TO EXPAND CUSTOM PORTFOLIO
New York, US-based media company Nylon Media Inc. has acquired a majority stake in California, US-based conference business Simply Stylist to expand its custom portfolio and engage with consumers at a deeper level, the company said
The acquisition of Simply follows the unveiling of Nylon Studio and Nylon Productions. Nylon's 360-degree custom portfolio is positioning the business as an integrated market leader for brands with a digital reach of over 35m unique users and a social reach of over 100m.
Status: Closed

-TELECOMMUNICATIONS FIRM KGP LOGISTICS, TECHNOLOGY PROVIDER BLUESTREAM UNIFY AS KGPCO
Minnesota, US-based telecommunications company KGP Logistics and Minnesota, US-based technology services provider BlueStream Solutions have been unified under the name KGPCo to strengthen network services delivery in the ICT industry to customers, the companies said.
The companies said they united to maximise value delivered to customers during a time of transformation with legacy networks to facilitate rapid scalability and reduce operational costs. KPGCo said its capabilities in advanced supply chain management, distribution and network services and deliver a fully integrated suite of services. The company said it intends to address the following solution areas across three strategic divisions: supply chain and distribution, network services, cloud solutions.
Status: Closed

-REAL ESTATE MARKETING SPECIALIST ELM STREET TECHNOLOGY ACQUIRES CONSOLIDATED KNOWLEDGE
North Carolina, US-based real estate marketing and technology services provider Elm Street Technology (est) has acquired real estate platform provider US-based software and database technology specialist Consolidated Knowledge to offer a single technology and marketing solution in the real estate industry, the company said.
EST said this acquisition is a move to create a portfolio of marketing and technology products and services that, when integrated, offer a single technology solution providing lead generation to client retention services for agents, teams, brokers and others. 
Status: Closed

-PROBILITY MEDIA TO ACQUIRE NEC PROVIDER W MARKETING
US-based ed-tech organisation ProBility Media Corp. (OTCQB: PBYA) has agreed to acquire New York, US-based NEC provider W Marketing to enhance ProBility's position as a National Fire Protection Association (NFPA) supplier of electrical codes, the company said.
The NEC is a regionally adoptable standard for the safe installation of electrical wiring and equipment in the United States. It is part of the National Fire Codes series published by the National Fire Protection Association, a private association. ProBility said it executed a binding letter of intent to acquire W Marketing to strengthen its financial position.
Status: Agreed

-INTERACTIONS ACQUIRES US SOCIAL MEDIA COMPANY DIGITAL ROOTS
Massachusetts, US-based intelligent virtual assistant provider Interactions, LLC has acquired Michigan, US-based AI-based social media company Digital Roots to enhance its omnichannel approach to customer care, the company said.
The company said the acquisition of Digital Roots enables it to tap into social media conversations to drive customer satisfaction and sales by simplifying the process of engaging with customers. Interactions Intelligent Virtual Assistant solutions are powered by its Adaptive Understanding technology, which combines AI and human understanding to solve customer care challenges. The technology understands what people are saying regardless of language, dialect or accent, and what they mean.
Status: Closed

-HELMERICH AND PAYNE ACQUIRES TEXAS-BASED MOTIVE DRILLING FOR USD 75M PLUS EARNOUTS
Oklahoma, US-based drilling company Helmerich and Payne, Inc. (NYSE: HP) has agreed to acquire Texas, US-based drilling services manufacturer Motive Drilling Technologies, Inc. to improve directional drilling process business, the company said.
The company acquired Motive for USD 75m, payable at closing, and up to an additional USD 25m in potential earnout payments based on future performance during the next few years. The transaction is expected to close in June 2017.
Status: Closed