Deal Pipeline
Monday 25 June 2018
The following is a list of deals covered in detail by M and A Navigator this week:

-PAYPAL TO ACQUIRE SIMILITY TO EXPAND MERCHANTS FRAUD PREVENTION, RISK MANAGEMENT OFFERING
US-based digital payments company PayPal Holdings, Inc. (NASDAQ: PYPL) has agreed to acquire fraud prevention and risk management platform Simility for a purchase price of USD 120m in cash, the company said.
PayPal said the acquisition of Simility will enhance its ability to deliver fraud prevention and risk management solutions to merchants globally. Following the close of the transaction, merchants on the PayPal platform will gain access to best-in-class fraud tools that can be customized to reflect the nuances of their businesses through their existing account management dashboard.
Status: Agreed

-CVB FINANCIAL, COMMUNITY BANK WIN SHAREHOLDER NODS FOR USD 878M MERGER
Shareholders of California, US-based bank holding company CVB Financial Corp. (NASDAQ: CVBF) and California-based Community Bank (OTC: CYHT) have approved the companies' plan of reorganisation and merger agreement under which Community will merge with and into Citizens in a stock and cash transaction valued at approximately USD 878.3m, the companies said.
Subject to the receipt of the required regulatory approvals and the satisfaction of other conditions to closing, the parties expect to close the merger in 3Q18. Under the agreement, based on CVBF's closing stock price of USD 23.37 per share, the merger will increase Citizens' total assets to approximately USD 12.0bn on a pro forma basis as of December 31, 2017.
Status: Agreed

-OPENGATE CAPITAL CLOSES SALE OF NORPAPER GROUP TO GEMAYEL FRERES, CHAOUL INDUSTRIAL GROUP
US-based private equity firm OpenGate Capital has completed the sale of one of its legacy, pre-fund investments, French recycled paper products manufacturer NorPaper Group, to Lebanon-based packaging business Gemayel Freres and Chaoui Industriel Group, the firm said.
OpenGate Capital acquired NorPaper from Canadian paper conglomerate, Cascades, in 2011. NorPaper is a producer of white top testliner paper that is sold to European packaging manufacturers.
Status: Closed

-NICE EXTENDS TENDER OFFER FOR MATTERSIGHT SHARES
New Jersey, US-based software solutions provider NICE (NASDAQ: NICE) has extended the expiration of its tender offer to acquire all of the outstanding shares of Chicago, US-based cloud-based analytics provider Mattersight Corp.'s (NASDAQ: MATR) common stock and 7% series B convertible preferred stock, the company said.
NICE said the tender offer is being extended to allow additional time for the satisfaction of the conditions to the offer. The parties have not yet received the clearance of the Committee on Foreign Investment in the United States (CFIUS), which is a condition to the offer.
Status: Agreed

-PRAXAIR, LINDE MERGER CLEARS MEXICO ANTITRUST HURDLE
The proposed business combination between US-based industrial gas company Praxair, Inc. (NYSE: PX) and Germany's Linde AG (Xetra: LIN) has received unconditional antitrust clearance in Mexico, satisfying a closing condition (Regulatory Condition Mexico), the companies said.
Linde plc is a public limited company formed on 18 April 2017, that will become the parent company of Praxair, Inc. and Linde AG upon the completion of the business combination. Completion of the business combination remains subject to timely approval by requisite governmental regulators and authorities under applicable competition laws.
Status: Agreed

-LILLY CLOSES USD 1.6BN ACQUISITION OF IMMUNO-ONCOLOGY SPECIALIST ARMO BIOSCIENCES
US-based drugmake Eli Lilly and Company (NYSE: LLY) has closed the acquisition of Armo BioSciences, Inc. (NASDAQ: ARMO) for USD 50 per share, or approximately USD 1.6bn, in an all-cash transaction, the company said.
Armo BioSciences is a late-stage immuno-oncology company that is developing a pipeline of novel, proprietary product candidates designed to activate the immune system of cancer patients to recognize and eradicate tumors.
Status: Closed

-KROGER, HOME CHEF CLOSE MERGER TO EXPAND MEAL KIT DELIVERY SERVICES
Ohio, US-based grocery store chain The Kroger Co. (NYSE: KR) and Chicago, US-based private meal kit company Home Chef have closed a merger agreement to accelerate the availability of meal kits and position the combined company to revolutionise how families shop for, prep and cook meals, the companies said.
The initial transaction price is USD 200m and future earnout payments of up to USD 500m over five years are contingent on achieving certain milestones, including significant growth of in-store and online meal kit sales.
Status: Closed

-MYSQUAR ACQUIRES PAYMENTS AND REMITTANCE BUSINESS MYPAY MYANMAR
Myanmar-language social media, entertainment and payments platform MySQUAR has acquired the entire share capital of MyPay Myanmar Ltd. from MyPay Ltd., the company said. MPM is a company incorporated in Myanmar in 2016 to establish a payments and remittance business and is in the process of applying to the Central Bank of Myanmar for a payments license.
The acquisition will streamline the company's development of smartphone payments systems, which are anticipated to provide substantial revenues going forward.
Status: Closed

-UK COMPETITION AND MARKETS AUTHORITY CLEARS TRINITY MORROR'S CLOSED ACQUISITION OF NORTHERN AND SHELL'S PUBLISHING ASSETS
The UK Competition and Markets Authority has cleared the completed acquisition by UK-based newspaper publisher Trinity Mirror plc (LSE: TNI) of certain assets of Northern and Shell Media Group Ltd, the CMA said. Trinity Mirror acquired Northern and Shell's publishing assets for a total purchase price of GBP 126.7m (USD 174.34m).
These comprise Northern and Shell Network Ltd., a subsidiary of Northern and Shell Media Group Ltd. containing the publishing assets of Northern and Shell and its subsidiaries, International Distribution 2018 Ltd. and a 50% equity interest in Independent Star Ltd.
Status: Closed

-SCHRODER EUROPEAN REAL ESTATE INVESTMENT TRUST TO ACQUIRE FRENCH LOGISTICS PROPERTY
UK-based property investor Schroder European Real Estate Investment Trust plc (LSE: SERE) has exchanged contracts to purchase a freehold logistics property in Rumilly, southern-eastern France, for EUR 8.6m (USD 10.03m), reflecting a net initial yield of 7%, the company said. The 16,700 sqm warehouse is fully let to a strong covenant, a subsidiary of the global food and drink manufacturer Nestlé, with an unexpired lease term of around 7.5 years.
In line with the company's winning centres strategy, it is located in a region that is forecast to grow faster than the national average1 and is leased off affordable / sustainable rents, in an area where there is limited supply.
Status: Agreed

-ARENA EVENTS GROUP ACQUIRES UK BARRIER AND FENCING SPECIALIST EVENTS SOLUTION
UK-based temporary physical structures, seating, ice rinks, furniture and interiors provider Arena Events Group plc (AIM: ARE) has further expanded its UK product portfolio with the acquisition of specialist barrier and fencing company Events Solution Ltd., the company said.
The acquisition, with total consideration of GBP 2.5m (USD 3.32m), will see the Worksop-based company integrated into Arena's current UK business. Events Solution's core product range includes pedestrian barriers, Heras fencing, front of stage and Metropolitan Police barriers, as well as gantries and staging.
Status: Closed

-RESIDENTIAL SECURE INCOME ACQUIRES FREEHOLD RESIDENTIAL BUILDING
UK social housing investor Residential Secure Income plc (LSE: RESI) has exchanged contracts to acquire for a total consideration of GBP 21.3m (USD 28.26m) a freehold residential building benefitting from a lease to a local authority and used to provide housing under the local authority's statutory obligations.
The acquisition is due to complete on or before 29 June 2018, from when it will immediately be income producing to ReSI. This building has recently undergone a full refurbishment, completed in 2016, and contains 134 self-contained residential flats.
Status: Agreed

-UK COMPETITION AND MARKETS AUTHORITY CALLS FOR COMMENT IN PROBE OF CLOSED RESTORE/TNT DEAL
The UK Competition and Markets Authority is inviting comments on its probe of the closed deal under which UK office services provider Restore plc (LSE: RST) acquired certain businesses of TNT UK Ltd., the CMA said.
The CMA made initial steps in its probe into the deal back in May, by serving an initial enforcement order under section 72(2) of the Enterprise Act 2002 on Restore. In March, Restore entered into an agreement to acquire UK-based express delivery company TNT UK Ltd's records management business, TNT Business Solutions, for a total consideration of GBP 88m (USD 125.22m.
Status: Closed

-AUGEAN SELLS ASSETS OF UK INDUSTRIAL SERVICES PROVIDER COLT
UK-based specialist waste management businesses Augean plc (LSE: AUG), as part of its ongoing programme to optimise business units and turn around those that are underperforming, has sold industrial services provider Colt, the company said.
This programme led to the announcement on 16 May that it had been decided to consult with staff to reduce costs through the potential closure of the Colt site (an industrial services provider to a range of customers including major industrial companies, oil refineries, rail and utilities) and disposal of unwanted assets.
Status: Closed

-KATORO GOLD ACQUIRES TANZANIAN NICKEL PROJECT
UK-based, Tanzanian focused exploration and development company Katoro Gold plc (AIM: KAT) has entered into a conditional agreement to acquire Kibo Nickel Ltd. and its wholly owned subsidiary, Eagle Exploration Ltd., from the company's majority shareholder, Kibo Mining plc, which is the 100% owner of the polymetallic Haneti Nickel Project in Tanzania, Katoro said.
Additionally, the company announces that it has raised GBP 325,000 via a placing of 25m new ordinary shares of GBP 0.01 each in the company at a price of 1.30 pence.
Status: Agreed

-ITALIAN FINANCIAL AUTHORITY APPROVES PLAYTECH OFFER FOR SNAITECH SHARES
Consob, the supervisory authority for the Italian financial market, has approved the offering document relating to UK-based gambling and financial trading software developer Playtech's (LSE: PTEC) mandatory takeover offer for the remaining shares of Italian betting and gaming firm Snaitech not owned by the group, Playtech said.
Playtech holds almost 81% of the issued share capital of Snaitech, as a result of the acquisition of approximately 70.6% plus market purchases of approximately 10.3%.
Status: Agreed

-JOHN LAING ENVIRONMENTAL ASSETS MAKES FURTHER INVESTMENT IN VULCAN RENEWABLES ANAEROBIC DIGESTION PLANT
UK-based environmental infrastructure fund John Laing Environmental Assets Group Ltd (LON: JLEN) has made a further investment in the UK-based Vulcan Renewables anaerobic digestion plant, the company said. The investment consists of provision of funding of around GBP 8.5m (USD 11.27m) to significantly expand the AD plant's biomethane generating capacity.
Vulcan Renewables Ltd was acquired by the company in August 2017. The AD plant is located in Hatfield Woodhouse, nine miles north east of Doncaster, South Yorkshire and was commissioned in October 2013. 
Status: Closed

-SEALAND CAPITAL COMPLETES DISPOSAL OF SECURECOM MEDIA HOLDING
Cayman Islands-based IT and social media group Sealand Capital Galaxy Ltd. has closed the sale of its entire holding in SecureCom Media Holdings Ltd. to Creative Alpha Ltd., the group said.
The total consideration for the disposal is GBP 10,000 (USD 13,258). Sealand Capital Galaxy Ltd. (LSE: SCGL) is engaged in the investment and acquisition of IT and social media businesses in the Asia and Pacific APAC region with high growth potential.
Status: Closed

-SCOTGOLD RESOURCES SALE OF FRENCH SUBSIDIARY DELAYED
Australian mining company Scotgold Resources' Ltd (ASX: SGZ) planned sale of all of its shares in its wholly owned subsidiary SGZ France SAS which holds the French exploration licence, Vendrennes, has been delayed, the company said.
The sale is conditional upon the parties receiving satisfactory acknowledgement from the Minerals Resources Office of the Ministry for Economy and Finance of France, that the transfer of shares is acceptable.
Status: Agreed

-B RILEY FINANCIAL ASSISTS VINTAGE CAPITAL IN PENDING ACQUISITION OF RENT-A-CENTER
B. Riley Financial to provide debt and equity commitments in support of the transaction which is valued at approximately USD 1.365bn. B. Riley to partner with Vintage Capital as an investor in the acquisition vehicle
US-based financial and business advisory services provider B. Riley Financial, Inc. (NASDAQ: RILY) has agreed to provide financial support to Vintage Capital Management, LLC in its affiliate's acquisition of Texas, US-based rent-to-own specialist Rent-A-Center, Inc. (NASDAQ: RCII), the firm said.
Status: Agreed

-KNOTEL CONTINUES EUROPEAN EXPANSION WITH ACQUISITION OF AHOY!BERLIN
New York, US-based agile workspace platform Knotel has acquired Germany based workspace operator Ahoy!Berlin, marking Knotel's latest step in its European expansion, the company said. The acquisition provides Knotel with a central base on which to scale rapidly in this market, which has seen overall funding for startups increase by 88% to USD 5.2bn last year.
Knotel is in the office market with its Agile HQ Platform. Knotel designs, builds, and operates custom spaces for established and growing brands.
Status: Closed

-VELOCITY SOLUTIONS FINALISES ACQUISITION OF AKOUBA LENDING PLATFORM FOR SMBS
A subsidiary of Florida, US-based revenue enhancement solutions provider Velocity Solutions, LLC has completed the acquisition of substantially all the assets of Chicago, US-based SaaS-based digital lending platform Akouba Inc. to improve customer satisfaction lenders for SMBs in competition with large marketplace lenders, the company said.
The acquisition gives Akouba the financial strength needed to support banks' third party due diligence requirements.
Status: Closed

-VERRA MOBILITY, GORES HOLDINGS II TO MERGE IN CASH/STOCK DEAL
Arizona, US-based smart transportation solutions provider Verra Mobility has entered into an agreement to merge with California, US-based acquisition company Gores Holdings II, Inc. (NASDAQ: GSHT) (NASDAQ: GSHTU) (NASDAQ: GSHTW), the company said.
The consideration payable to the stockholders of Verra Mobility will consist of a combination of cash and shares of Gores Holdings II common stock. In addition to the USD 400m of cash held in Gores Holdings II's trust account, additional investors have committed to participate in the transaction through a USD 400m private placement.
Status: Agreed

-ANJU SOFTWARE ACQUIRES MDCPARTNERS TO EXPAND LIFE SCIENCE SOFTWARE/DATA
New York, US-based life sciences software platform Anju Software Inc. has acquired Belgium-based business intelligence data solutions MDCPartners, the company said. Anju Software said MDCPartners will enable Anju to provide additional value added solutions to pharmaceutical, biotech and medical device companies.
This acquisition strengthens Anju's current product portfolio and can now provide up-to-date comprehensive data for medical expert engagement and clinical trial optimisation.
Status: Closed

-BLUARC ACQUIRES ABOUT COMMUNICATIONS TO EXPAND SERVICES FOR SMBS
Canada-based hosted phone and Internet services provider bluArc has acquired Canada-based phone company About Communications, the company said.
For customers of About Communications, the acquisition brings with it a multitude of benefits including a more robust support organisation, as well as new next generation Unified Communications features and functions including video conferencing, presence and chat capabilities, mobile integration and more.
Status: Closed

-EUROFINS DIGITAL ACQUIRES NETHERLANDS-BASED INSITE SECURITY TO STRENGTHEN CYBERSECURITY PORTFOLIO
Belgium-based testing services company Eurofins Digital Testing has acquired Netherlands-based information security services Insite Security to reinforce its portfolio of cybersecurity services offered to companies around the globe, the company said.
Eurofins Digital Testing International said Insite Security is known for providing superior IT security services, and the company plans to extend its capabilities across the globe, offering cyber security solutions to protect the connected systems and data of clients.
Status: Closed

-AMVAC CHEMICAL ACQUIRES BROMACIL HERBICIDE BUSINESS ASSETS FROM BAYER CROP SCIENCE
California, US-based chemical company American Vanguard Corp's (NYSE: AVD) AMVAC Chemical Corp subsidiary has acquired the US and Canadian Bromacil herbicide business from agricultural product supplier Bayer Crop Science, the company said.
The assets being purchased include the Bromacil trademarks and product registrations for sale of Hyvar and Krovar in the USA and Canada. Bayer will continue to market and provide customer support for these products until the end of September 2018.
Status: Closed

-LOXAM ACQUIRES ITALY-BASED RENTAL SPECIALIST NO-VE
France-based equipment rental company Loxam Group has acquired Italian powered access rental company No.Ve. S.r.l. from Haulotte Group S.A., the company said.
Following the acquisition of Nacanco last year, this transaction enables Loxam to consolidate its position in the Italian powered access rental market. Loxam said it is joining forces with No.Ve to provide customers with the best service through an expanded network, and build a reference company in the Italian equipment rental market. The company had an unaudited proforma consolidated revenue of EUR 1,435m (USD 1,675m) in 2017 and approximately 7,900 employees.
Status: Closed

-ENEL TO ACQUIRE 21% OF LATIN AMERICAN FIBRE OPTIC NETWORK OPERATOR UFINET INTERNATIONAL
Italian power utility and integrated electricity and gas operator Enel has agreed to buy a 21% stake in Latin American fibre optic network operator Ufinet International for EUR 150m, the group said.
Under the deal, Enel S.p.A., acting through Enel X International S.r.l., has signed an agreement with a holding company controlled by the Sixth Cinven Fund, which is managed by international private equity firm Cinven, to acquire, for EUR 150m, about 21% of the share capital of a vehicle company to which 100% of Ufinet International will be transferred.
Status: Agreed

-DIAGEO TO LAUNCH TENDER OFFER FOR CHINESE LIQUOR FIRM SICHUAN SHUIJINFANG
UK-based alcoholic beverages company Diageo plc (NYSE: DEOP) has approached the board of directors of Chinese liquor company Sichuan Shuijingfang Company Ltd. with a proposal for a partial tender offer to increase its aggregate equity stake in SJF (through its wholly-owned subsidiaries) from approximately 39.71% to up to 60% at an offer price of RMB 62 per share, the group said.
SJF has made an announcement in respect of such proposal on the website of the Shanghai Stock Exchange. The announcement of the proposal outlined above, does not constitute the announcement of an offer and creates no obligation on Diageo and/or any Diageo subsidiary to make an offer.
Status: Bidding

-JCDECAUX CONTINUES BUYOUT TALKS WITH AUSTRALIA'S APN OUTDOOR
French outdoor advertising company JCDecaux SA (Euronext Paris: DEC) continues to be in discussions with Australian outdoor ad group APN Outdoor Group Ltd., the company said. APN has offered to buy 100% of JCDecaux in a deal worth USD 810m.
Until a transaction is agreed between the parties, there is no certainty that the proposal will result in any transaction. JCDecaux said it will continue to update the market in relation to the proposal.
Status: Talks

-HOMETOWN AUSTRALIA SWEETENS OFFER FOR GATEWAY LIFESTYLE GROUP
Australian retirement community operator Gateway Lifestyle Group has received a revised confidential, indicative and non-binding proposal from Hometown Australia Holdings Pty Ltd and Hometown America Communities Ltd. Partnership to acquire 100% of the issued stapled securities of Gateway Lifestyle at an indicative price of AUD 2.35 per security by way of schemes of arrangement, the group said.
This new offer is worth around AUD 713m (USD 531m). It comes as Hometown Australia faces new competition in its bid for Gateway Lifestyle.
Status: Bidding

-XERIUM TECHNOLOGIES AGREES TO USD 833M ANDRITZ AG BUYOUT
US-based industrial consumable products and services company Xerium Technologies, Inc. (NYSE: XRM) and Austrian engineering group Andritz AG (WBAG: ANDR) have entered into a definitive merger agreement under which Andritz will acquire Xerium for USD 13.50 per share in an all-cash transaction, the company said.
The deal is worth USD 833m. This price per share represents a premium of 146.8% to the unaffected share price prior to the announcement by Xerium of a review of strategic alternatives on March 19, 2018.
Status: Agreed

-AT AND T TO ACQUIRE ADVERTISING MARKETPLACE APPNEXUS
US-based communications company AT and T (NYSE: T) has entered into a definitive agreement to acquire Internet technology company AppNexus, the company said. Reports put the deal at between USD 1.6bn and USD 2bn. The firm will become a part of AT and T advertising and analytics, led by Brian Lesser, CEO.
AppNexus operates a global advertising marketplace and provides enterprise products for digital advertising serving publishers, agencies and marketers. With its proposed acquisition of AppNexus, AT and T is investing to accelerate the growth of its advertising platform and strengthen its leadership in advanced TV advertising.
Status: Agreed

-BLACKSTONE'S BREIT TO ACQUIRE USD 1.2BN EDR STUDENT HOUSING PORTFOLIO IN JV WITH GREYSTAR
US-based commercial property investor Blackstone Real Estate Income Trust, Inc. has inked an agreement to acquire the EdR Student Housing Portfolio, with 10,500 beds across 20 assets, for USD 1.2bn, in a 95%/5% BREIT-led joint venture with Greystar Real Estate Partners, the company said.
The transaction will be completed in conjunction with Greystar's previously reported USD 4.6bn acquisition of Education Realty Trust (NYSE: EDR), one of the largest owners, developers and managers of collegiate housing in the United States with approximately 45,000 beds serving 47 universities in 26 states.
Status: Agreed