Deal Pipeline
Monday 25 April 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-OROGEN GOLD ACQUIRES RIGHT TO 51% INTEREST IN GALILEO'S NEVADA GOLD-SILVER PROPERTY
UK-based mining company Orogen Gold plc (LSE: ORE)has executed a binding and exclusive term sheet with Galileo Resources plc under which Orogen will have the right to earn-in to a 51% interest in Galileo's Silverton Gold-Silver property in Nevada, USA, the company said.
Oregen will acquire the interest by way of exploration expenditure of USD 400,000 within 18 months and thereafter the possibility to spend an additional USD 1.5m within 30 months to earn-in a further 24% interest, in total 75%, in the property. Galileo will have the right to participate pro rata after the first expenditure; should it exercise this right it would retain a 49% equity interest in Silverton (as opposed to being diluted down to 25%).
Status: Closed

-STEINHOFF'S CONFORAMA UNIT AGAIN UPS OFFER FOR DARCY
South Africa-based furniture retailer Steinhoff International Holdings NV's France-based Conforama unit has increased its offer price for UK-based white goods retailer Darty plc (LSE: DRTY) for the third time, the company said.
Under the terms of the third increased offer, Darty Shareholders will be entitled to receive 160 pence in cash for each Darty share. The third increased offer values the entire issued, and to be issued, share capital of Darty at approximately GBP 860m.
Status: Bidding

-AURIS SURGICAL ROBOTICS AGREES TO ACQUIRE HANSEN MEDICAL FOR USD 80M
US-based medical device makers Auris Surgical Robotics, Inc. and Hansen Medical, Inc. (NASDAQ: HNSN) have signed a definitive merger agreement under which Auris will acquire Hansen Medical for USD 4.00 per share in cash, or a total equity value of approximately USD 80m, the companies said.
Status: Agreed

-REISER SIMULATION AND TRAINING ACQUIRES INNOVATIVE CONTROL SYSTEMS
German flight simulation systems and training services provider Reiser Simulation and Training has acquired avionics, test systems and custom engineering services provider Innovative Control Systems, the company said.
ICS supplies the aerospace industry. It is a long-time partner and supplier to Reiser and will continue to be operated as an independent company under Innovative Control Systems, LP.
Status: Closed

-CONGA BUYS 3 SALES SOFTWARE FIRMS
US-based Salesforce document and report generation solutions provider Conga has acquired acceleration solutions providers Novatus, ActionGrid and CRMCulture, the company said.
Novatus offers contract management software in which customers manage, negotiate, and administer contractual agreements digitally. ActionGrid is a grid solution on the Salesforce AppExchange that streamlines and organises the entry, grouping, filtering, and browsing of data into an Excel-like grid for easy data visualisation and management.
Status: Closed

-IMMUNE THERAPEUTICS TO ACQUIRE CHINESE CAR-T TECHNOLOGY, CLINICAL DATA
US-based biotechnology company Immune Therapeutics Inc. (OTCQB: IMUN) has signed a binding letter of intent to acquire Chinese Chimeric Super Antigen Receptor T cell (CAR-T) cocktail therapy, Immuno-Oncology patents (pending), manufacturing technology, and clinical data of the aforementioned therapies from newly-formed Chinese biotech firm Super-T Cell Cancer Co, the company said.
CAR-T cell therapy involves engineering cancer patients' own immune cells to recognize and attack cancer tumors. CAR-T therapy has great potential to improve patient-specific cancer therapy in a profound way. 
Status: Agreed

-GP INVESTMENTS ACQUISITION TO BUY PYREX, CORNINGWARE MAKER WORLD KITCHEN
US-based blank check company GP Investments Acquisition Corp. (NASDAQ: GPIA) (NASDAQ: GPIAW) (NASDAQ: GPIAU) has entered into a definitive agreement to acquire WKI Holding Co., Inc. the parent company of US-based World Kitchen, LLC, the company said.
World Kitchen is a manufacturer and marketer of houseware products. World Kitchen's portfolio of brands includes Corelle, Pyrex, CorningWare and Snapware, among others. The anticipated initial enterprise value is approximately USD 566m, with a post-closing equity value of USD 330m at USD 10.00 per share. In connection with the acquisition, an affiliate of GP Investments, Ltd. will co-invest USD 50m in the form of new GPIAC common stock at a price of USD 10.00 per share in cash.
Status: Agreed

-OXFORD INDUSTRIES BUYS APPAREL BRAND SOUTHERN TIDE FOR USD 85M
US-based apparel company Oxford Industries, Inc. (NYSE: OXM) has completed the acquisition of lifestyle apparel brand Southern Tide for USD 85m, the company said.
Southern Tide offers men's, women's and children's products bearing the "Skipjack" logo in specialty stores, select department stores and online. In the remaining 41 weeks of fiscal 2016, Oxford expects Southern Tide to contribute approximately USD 35m in sales, USD 7m in operating income and USD 0.20 per share of earnings.
Status: Closed

-GLACIER BANCORP TO BUY MONTANA'S TREASURE STATE BANK IN USD 12.9M DEAL
Montana, US-based bank holding company Glacier Bancorp, Inc. (NASDAQ: GBCI) has signed a definitive agreement to acquire Missoula, Montana community bank Treasure State Bank (OTC: TRSU), the company said.
Under the deal, Treasure State Bank shareholders will receive a unit consisting of USD 1.9570 per share in cash and 0.2030 shares of Glacier common stock. Based on the closing price of USD 26.50 for Glacier shares on April 20, 2016, the transaction would result in an aggregate value of USD 12.9m, or USD7.34 per fully diluted Treasure State Bank common share. As of 31 December 2015, Treasure State Bank had tangible equity of USD 9.5m.
Status: Agreed

-ENDEAVOUR, TRUE GOLD WIN SHAREHOLDER NODS FOR ACQUISITION
Shareholders of Cayman Islands-based gold producer Endeavour Mining Corp. (TSX: EDV) (OTCQX: EDVMF) have approved the issuance of up to 18,945,248 new shares to shareholders of True Gold Inc. (TSX Venture: TGM) in connection with the companies' merger deal, Endeavour said.
Similarly, True Gold shareholders have approved the arrangement at a special meeting. In March, Endeavour Mining agreed to acquire True Gold for around CDN 240m (USD 189.17m) in stock. The closing, and effective date of the arrangement is expected to occur on 26 April 2016.
Status: Agreed

-LKQ CLOSES USD 635M ACQUISITION OF PITTSBURGH GLASS WORKS
US-based auto parts distributor LKQ Corp. (NASDAQ: LKQ) has closed the acquisition of US-based automotive glass maker Pittsburgh Glass Works LLC from private equity firm Kohlberg and Co LLC and PPG Industries, Inc. for an enterprise value of USD 635m, the company said.
PGW is a global distributor and manufacturer of automotive glass products. The company's business comprises wholesale and retail distribution services, automotive glass manufacturing, and retailer alliance partnerships. PGW operates approximately 120 distribution branches serving over 7,000 automotive glass retailer shops across North America.
Status: Closed

-COLORADO GAMING CONTROL COMMISSION CLEARS PINNACLE ENTERTAINMENT/GAMING CONTROL DEAL
The Colorado Ltd. Gaming Control Commission granted the approvals necessary for US-based casino operator Pinnacle Entertainment, Inc. (NYSE: PNK) to complete its transaction with Gaming and Leisure Properties, Inc. under which GLPI will acquire substantially all of Pinnacle's real estate assets following the spin-off of Pinnacle's operations, the company said.
On 21 July 2015, PNK and GLPI jointly announced a transaction in which Pinnacle will spin off its operating business and the real property of Belterra Park Gaming and Entertainment Center into a separately traded public Company and the real estate assets held by the remaining company will be acquired by GLPI. After the close of the transaction, Pinnacle will operate the leased gaming facilities under a triple-net master lease agreement with GLPI and will pay initial annual rent of USD 377m.
Status: Agreed

-BACKOFFICE ASSOCIATES ACQUIRES UK IT CONSULTING FIRM COMPROSEIT
US-based information governance and data modernisation solutions company BackOffice Associates has acquired UK IT consulting firm CompriseIT, the company said.
CompriseIT specialises in helping enterprises adopt SAP's Business Suite 4 SAP HANA (SAP S/4HANA). BackOffice Associates' acquisition of CompriseIT is the latest initiative in strengthening the information governance leader's expertise in helping customers globally as they embark on their journey to implement SAP S/4HANA.
Status: Closed

-ASSUREDPARTNERS ACQUIRES MICHIGAN INSURANCE AGENCY
US-based insurance brokerage firm AssuredPartners, Inc. has acquired Wyandotte, Michigan-based insurance agency Daly Merritt Insurance, Inc., the firm said. Daly Merritt specialises in business, personal and high-net worth insurance solutions. The staff of 55 will continue under the direction of president and CEO Martin F. Daly, CIC, CPCU and General Counsel Joseph S. Daly.
Status: Closed

-FONDUL PROPRIETATEA TO SELL STAKE IN ROMANIAN NG PRODUCER ROMGAZ
US investment manager Franklin Templeton's Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch, in its capacity as investment manager of Romanian investment company Fondul Proprietatea SA, has agreed to sell an aggregate of 22,542,960 existing shares in Romanian natural gas producer S.N.G.N. Romgaz S.A. (LSE: SNGR) to qualified investors and certain other investors not exceeding 150 natural or legal persons per member state, the firm said.
The gross proceeds of the transaction amount to RON 541,031,040 (USD 136m).
Status: Agreed

-AFC ENERGY CLOSES LANSTEAD EQUITY SWAP AGREEMENT
UK-based industrial fuel cell power company AFC Energy (AIM: AFC) has closed an equity swap agreement entered into with financier Lanstead Capital LLP in October 2014, the company said.
The company entered into a combined placing and equity swap agreement with Lanstead on 8 October 2014 in the amount of GBP 2.2m (USD 3.17m). All 18 settlements of the equity swap agreement have now been completed, with the company having received a total of GBP 4.7m from the placing and agreement.
Status: Closed

-UK HEALTH COACHING FIRM TOTALLY TO INTEGRATE HEALTHWISE SOLUTION UNDER NEW PACT
UK-based health coaching firm Totally plc (LSE: TLY) and US-based health education, technology and services nonprofit Healthwise have inked an agreement under which Totally will integrate the Healthwise Care Management Solution, the firms said.
Totally said that the deal will give people in the UK more access to videos, interactive tools and decision aids to help them make better health decisions and health behaviour changes. The company, which was established to promote health and wellbeing by driving innovation and empowering people to self-care, focuses on supported self-care for people with long-term conditions that may be affecting their ability to work.
Status: Agreed

-COUNTRY STYLE COOKING CLOSES "GOING PRIVATE" TRANSACTION
Chinese quick service restaurant chain Country Style Cooking Restaurant Chain Co., Ltd. (NYSE: CCSC) has closed an agreement and plan of merger with Country Style Cooking Restaurant Chain Holding Ltd. and its Country Style Cooking Restaurant Chain Merger Co. Ltd. subsidiary under which the holding company will acquire Country Style Cooking for USD 1.3075 per ordinary share of the company or USD 5.23 per American depositary share, each representing four shares, the company said.
The deal was launched last summer. Country Style Cooking has a market cap of around USD 187.23m.
Status: Closed

-BANKERS PERTROLEUM FILES INFORMATION CIRCULAR AHEAD OF MERGER VOTE MEETING
Canadian oil and gas company Bankers Petroleum Ltd. (TSX: BNK) (AIM: BNK) has filed its management information circular and related proxy materials on SEDAR and its website, in advance of the company's special meeting of shareholders to be held on 31 May 2016, the company said.
The purpose of the special meeting is to seek approval of the proposed plan of arrangement with affiliates of Geo-Jade Petroleum Corp. On 20 March, Bankers 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.
Status: Agreed

-AXIALL CONFIRMS CHINA PETROCHEMICAL DEVELOPMENT DECISION ON TAIWAN CHLORINE STAKE
US-based chemicals and building products company Axiall Corp. (NYSE: AXLL) has confirmed that the company has received notice from China Petrochemical Development Corp. that CPD has exercised an option to sell to Axiall CPD's 40% interest in Taiwan Chlorine Industries, Ltd. for USD 100m, the company said.
Under an agreement that was established when PPG Industries, Inc. separated its commodity chemicals business and merged it with a subsidiary of Georgia Gulf to form Axiall, Axiall has the contractual option to have PPG rather than Axiall acquire CPD's 40% interest in TCI.
Status: Agreed

-TORTOISE CREDIT STRATEGIES, MANAGEMENT BUY FIXED INCOME BOUTIQUE BRADFORD AND MARZEC
US-based investment adviser Tortoise Credit Strategies, LLC has acquired US-based fixed income boutique Bradford and Marzec, LLC along with key Bradford and Marzec employees through a Tortoise-supported management buy-out, the firm said.
Post close, key employees and firm management will collectively own approximately 37%, with the remainder owned by Tortoise Investments. Founders Ted Bradford and Zelda Marzec will exit their equity positions and remain employees to ensure a smooth transition.
Status: Closed

-CAPELLA EDUCATION ACQUIRES HACKBRIGHT ACADEMY FOR USD 18M
US-based higher education provider Capella Education Company (NASDAQ: CPLA) has acquired women's non-degree software engineering school Hackbright Academy, the company said.
Capella paid a purchase price of USD 18m paid in cash at closing. Hackbright's mission to increase female representation in the tech workforce through education, mentorship and community is a strategic fit with Capella's focus on providing the most direct path between learning and employment, and Capella's historic base of largely female students.
Status: Closed

-REDEVCO, ARES MANAGEMENT IBERIAN JV ACQUIRES SIX RETAIL PARKS FOR EUR 95M
Redevco Iberian Ventures, the joint venture between pan-European retail real estate specialist Redevco and funds managed by global alternative asset manager Ares Management (NYSE: ARES), has made its first acquisition through the purchase of a portfolio of six retail parks in southern and western Spain from the developer Bogaris for approximately EUR 95m, the companies said.
Status: Closed

-CRESCENT FINANCES SOVEREIGN CAPITAL ACQUISITION OF UK LOGISTICS FIRM DALEPAK
US-based investment firm Crescent Capital Group LP's Crescent European Specialty Lending strategy provided the unitranche financing for the acquisition of UK-based outsourced logistics provider Dalepak, by UK-based private equity firm Sovereign Capital, the company said.
Status: Closed

-BABSON CAPITAL LEADS FINANCING FOR ACCRUENT'S ACQUISITION OF MAINSPRING HEALTHCARE SOLUTIONS
US-based asset management firm Babson Capital Management served as lead agent in a senior secured credit facility to finance US-based real estate management provider Accruent LLC's acquisition of US-based hospital software provider Mainspring Healthcare Solutions, the firm said.
In addition to its computerised maintenance management solution, Mainspring offers technology to address operational challenges across the hospital.
Status: Closed

-SHARKREACH WILL NOT ACQUIRE THE MOBILE MEDIA LAB
US-based millennial influence marketing company SharkReach, Inc. (OTC: SHRK) has been unable to consummate its previously-planned acquisition of The Mobile Media Lab LLC, the company has confirmed.
On 16 February 2016, SharkReach said it had reached an agreement to acquire 100% of a key strategic partner in the millennial social media marketplace. Under the terms of the agreement, at closing the company would acquire 100% of The Mobile Media Lab, LLC for cash and stock in the company.
Status: Terminated

-LINCOLN INTERNATIONAL CLIENT TOWER THREE PARTNERS SELLS PASLIN TO CHINA'S ZHEJIANG WANFENG TECHNOLOGY
US-based mid-market investment bank Lincoln International client, Greenwich, Connecticut-based Tower Three Partners, has sold The Paslin Co. to Chinese robotic manufacturer and systems integrator Zhejiang Wanfeng Technology Development Co., Ltd., the bank said. Zhejiang Wanfeng Technology paid USD 302m for the company.
Status: Closed

-JF LEHMAN CLOSES USD 110M ACQUISITION OF API TECHNOLOGIES
An affiliate of private equity firm J. F. Lehman and Co. has closed the acquisition of US-based RF, microwave, millimeterwave, power, and security solutions provider API Technologies Corp. (NASDAQ: ATNY) in a deal worth around USD 110m, the company said.
J. F. Lehman specialises in the aerospace, maritime and defense industries. Under the terms of the agreement, a newly formed affiliate of JFLCO acquired all of the outstanding shares of API Technologies' common stock for USD 2 per share in cash in a merger transaction.
Status: Closed

-BASF TO SELL POLYOLEFIN CATALYSTS BUSINESS TO WR GRACE
German chemical company BASF has signed an agreement to sell its global Polyolefin Catalysts business to US-based chemical conglomerate W.R. Grace and Co. (NYSE: GRA), the company said.
Currently, the Polyolefin Catalysts business is part of BASF's Catalysts division. BASF and Grace intend to complete the transaction in 3Q16.
Status: Agreed

-CARDINAL BANKSHARES, BANK OF FLOYD SCHEDULE 26 MAY SHAREHOLDER VOTES ON MERGER
The board of Virginia, US-based bank holding company Cardinal Bankshares Corp. (OTC: CDBK) and its Bank of Floyd subsidiary have scheduled a special shareholder meeting for 26 May to vote on the proposed combination of Cardinal Bankshares Corp. and Grayson National Bankshares, Inc., the company said.
On 25 March and 13 April 2016, respectively, the Virginia Bureau of Financial Institutions and the board of Governors of the Federal Reserve System approved the applications filed with those regulators in connection with the merger. The deal is worth around USD 30m.
Status: Agreed

-HVIVO, SEEK GROUP FORM JV TO DEVELOP VACCINES
UK-based life sciences company hVIVO plc (AIM: HVO) is making a joint venture investment with drug discovery specialist the SEEK Group to develop vaccines against influenza and mosquito-borne diseases, such as Zika and other flaviviruses, the company said.
The joint venture investment in a new company Imutex Ltd. strengthens hVIVO's commercial flu portfolio and expands it into the adjacent therapeutic area of mosquito-borne diseases, with immediate focus on Zika.
Status: Closed

-BE HEARD GROUP LINES UP FINANCING FOR ACQUISITION OF MMT
UK-based digital marketing group Be Heard (AIM: BHRD) has launched a placing of new ordinary shares to raise up to GBP 10m with new and existing investors to support the proposed acquisition of UK-based design, build and user experience agency MMT Ltd. previously announced on 14 March 2016, the group said.
Be Heard Group agreed to acquire the entire issued share capital of MMT Ltd. for initial consideration of GBP 5.1m (USD 7.28m) and GBP 15.4m of earnouts.
Status: Agreed