Deal Pipeline
Friday 26 February 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-DYNEGY, ENERGY CAPITAL PARTNERS JV TO ACQUIRE ENGIE'S US FOSSIL PORTFOLIO IN USD 3.3BN DEAL

US-based electric power company Dynegy Inc. (NYSE: DYN) and US-based private equity firm Energy Capital Partners have signed a definitive agreement to acquire French utility company Engie's United States fossil portfolio through a newly formed joint venture, the companies said.
Engie's US portfolio consists of 8,731mw of generation capacity located in ERCOT, PJM, and ISO-New England. The joint venture, named Atlas Power, is indirectly owned 65% by Dynegy and 35% by Energy Capital.
Status: Agreed

-BRG SPORTS TO SELL ACTION SPORTS BUSINESS TO VISTA OUTDOOR FOR USD 400M
US-based branded sports equipment provider BRG Sports, Inc. has entered into an agreement with US-based outdoor sports and recreation firm Vista Outdoor, Inc. (NYSE: VSTO) under which Vista Outdoor will acquire the Action Sports business for USD 400m in cash plus an earn-out, the company said.
BRG's Action Sports business includes the Bell, Giro, Blackburn and C-Preme brands. The earnout is related to the future performance of the powersports business and subject to a customary working capital adjustment.
Status: Agreed

-ROUSE PROPERTIES AGREES TO BE ACQUIRED BY BROOKFIELD IN USD 2.8BN DEAL
US-based REIT Rouse Properties, Inc. (NYSE: RSE) has entered into a definitive agreement to be acquired by an affiliate of Canada-based Brookfield Asset Management Inc. (NYSE: BAM) (TSX: BAM.A) (Euronext: BAMA) for USD 18.25 per share in an all-cash transaction, the company said.
Under the terms of the agreement, Brookfield will acquire all of the outstanding shares of Rouse's common stock, other than those shares currently held by Brookfield Property Partners L.P. (NYSE: BPY, TSX: BPY.UN) and its affiliates, in a transaction valued at approximately USD 2.8bn, including Rouse's indebtedness.
Status: Agreed

-ESTEE LAUDER ACQUIRES FRENCH FRAGRANCE BRAND BY KILLIAN
US-based beauty company The Estée Lauder Companies Inc. (NYSE: EL) has acquired French fragrance brand By Kilian, the company said. By Kilian was founded in 2007 by Kilian Hennessy.
Sold in more than 40 countries worldwide primarily in North America, Europe and the Middle East through immersive freestanding stores, select prestige department stores and perfumeries, By Kilian offers an exclusive "wardrobe" of scents that reflect Hennessy's deep-rooted legacy of luxury and creativity.
Status: Closed

-MCKESSON ACQUIRES VANTAGE ONCOLOGY, BIOLOGICS FOR USD 1.2BN
US-based healthcare services and information technology company McKesson Corp. (NYSE: MCK) has signed definitive agreements to purchase US-based radiation oncology, medical oncology and integrated cancer care provider Vantage Oncology, LLC and oncology pharmacy services firm Biologics, Inc., the company said.
The combined transactions, valued at USD 1.2bn, will be funded by a mix of cash and incremental debt and are expected to close in 1Q17, subject to customary closing conditions, including necessary regulatory clearances.
Status: Closed

-US DATA SECURITY SPECIALIST TRUSTED KNIGHT ACQUIRES SENTRIX WEB TECHNOLOGIES ASSETS
US-based data security company Trusted Knight has acquired US-based cloud security provider Sentrix, the company said.
The acquisition brings together Sentrix's dynamic Cloud-DMZ technology with Trusted Knight's unique approach to defeating crimeware. Trusted Knight said that the combination creates a modern approach to network and application security.
Status: Closed

-ROCKWELL COLLINS CLOSES ACQUISITION OF CHRISTIE DIGITAL SYSTEMS' MATRIX SERIES PROJECTOR LINES
Cedar Rapids, Iowa-based aviation communications developer Rockwell Collins (NYSE: COL) has closed the acquisition of the assets of the Matrix series projector product lines from Cypress, California-based audio-visual company Christie Digital Systems, the company said. Rockwell said that the deal includes the Matrix SIM and Matrix StIM product lines.
The projectors will continue to be manufactured by Christie with system engineering, integration and support provided by Rockwell Collins.
Status: Closed

-SCRIPPS NETWORKS ACQUIRES REMAINING STAKE IN TRAVEL CHANNEL FOR USD 99M
US-based media company Scripps Networks Interactive Inc. (NYSE: SNI) has acquired the remaining 35% interest in Travel Channel Media from Cox Communications Inc, for USD 99m in cash, the company said. This total includes the value of certain tax benefits.
The transaction gives Scripps Networks Interactive full ownership of the fully-distributed network in which it originally acquired a controlling interest in 2009. This latest agreement effectively values Travel Channel at USD 1.1bn including debt and tax benefits.
Status: Closed

-SCRIPPS NETWORKS CLOSES SALE OF FOX-BRV SOUTHERN SPORTS STAKE FOR USD 225M
US-based Scripps Networks announced the sale of its 7.25% ownership interest in US regional sports media firm Fox-BRV Southern Sports Holdings LLC for USD 225m in cash, the company said. Fox-BRV Southern Sports comprises the Sports South and Fox Sports Net South regional television networks, to Fox Southern Holdings, Inc.
Scripps Networks Interactive (NYSE: SNI) is a developer of lifestyle content in the home, food and travel categories for television, the Internet and emerging platforms.
Status: Closed

-SES PLATFORM SERVICES TO ACQUIRE ISRAELI DIGITAL MEDIA SERVICES FIRM RR FOR USD 242M
Luxembourg-based communications satellite operator SES S.A.'s (NYSE Paris: SESG) (LuxX: SESG) SES Platform Services GmbH subsidiary has inked an agreement whereby Israeli digital media services provider RR Media (NASDAQ: RRM), a provider of digital media services to the broadcast and media industries, will merge its operations with those of SES PS, the company said.
SES will pay a consideration of USD 13.291 per share to acquire a 100% interest in RR Media. RR Media provides scalable, converged digital media services to more than 1,000 media companies globally.
Status: Agreed

-INVESTOR CONSORTIUM TO BUY LONDON CITY AIRPORT
Canadian investment firm Alberta Investment Management Corp., on behalf of clients OMERS, Ontario Teachers' Pension Plan and Kuwait's Wren House Infrastructure Management Ltd., has signed an agreement to acquire the company that owns and operates London City Airport, the firm said.
Wren House Infrastructure Management is the infrastructure investing arm of the Kuwait Investment Authority. The consortium consists of international infrastructure investors. Financial details of the transaction have not been disclosed. However, the BBC is reporting the airport's value at about GBP 2bn (USD 2.79bn).
Status: Agreed

-MASSMUTUAL IN TALKS WITH METLIFE FOR ACQUISITION OF US RETAIL ADVISOR
US-based insurer Massachusetts Mutual Life Insurance Company (MassMutual) has entered into discussions with MetLife, Inc. (NYSE: MET) for MassMutual to potentially acquire MetLife's US Retail advisor force, MetLife Premier Client Group, the company has confirmed.
No timetable has been set for any agreement. MetLife had reported in January that it was in talks with MassMutual. Founded in 1851, MassMutual is a mutual life insurance company.
Status: Talks

-WESTERN STATES ACQUIRES CONTROLLING STAKE IN BRAZILIAN SUGAR PROCESSING EUQIPMENT FIRMS
US-based The Western States Machine Co., a manufacturer of centrifugals for the sugar industry, has acquired a controlling share of Brazilian sugar industry manufacturers BIG Tecnologia and Colmena, the company said.
BIG Tecnologia and Colmena, both Brazilian companies founded in 2003, are located in Piracicaba, São Paulo Brazil, providing service and support to the sugar and ethanol industries. Western States custom designs and manufactures batch and continuous centrifugals for the global marketplace.
Status: Closed

-TAIWAN-BASED MEDIA FIRM NOWNEWS TO ACQUIRE MY SONG KARAOKE INDUSTRIAL
Taiwan-based media company Nownews Digital Media Technology Co. Ltd. (OTCQB: NDMT) has entered into a binding letter of intent to acquire Taiwan-based Karaoki audio and video supplier My Song Karaoke Industrial Co., Ltd to diversify its business.
Under the letter of intent, NDMT will to acquire My Song Karaoke Co., Ltd. through a share exchange. Upon consummation of the share exchange, My Song Karaoke will become a wholly owned subsidiary of NDMT.
Status: Agreed

-CANADIAN ONLINE PAYMENTS FIRM NETCENTS COMPLETES REVERSE TAKE-OVER
Canadian electronic online payment service provider Netcents Technology Inc. has completed a reverse take-over with Netcents Systems Ltd. under which the company acquired a 100% interest in Netcents Systems, the company said.
On 10 February, Netcents completed a plan of arrangement with UWO Consulting Ltd. and nine other wholly owned subsidiaries of UWO, originally inked in November 2014. As a result of the arrangement, Netcents became a reporting issuer in the provinces of British Columbia and Alberta and issued 1,010,549 common shares to former shareholders of UWO effective February 10, 2016.
Status: Closed

-DRUG IMAGING SPECIALISTS INVICRO, MOLECULAR NEUROIMAGING CLOSE MERGER
US-based drug imaging solutions providers inviCRO, LLC and Molecular NeuroImaging, LLC will merge all activities to provide more comprehensive imaging services across the spectrum of drug development, the companies said. inviCRO has acquired MNI, and MNI will operate as a division of inviCRO.
MNI Co-Founders Drs. Ken Marek and John Seibyl, shareholders and board members at inviCRO, will continue in their positions at MNI. With a combined team of interdisciplinary researchers, inviCRO will now cover the entire spectrum of translational imaging capabilities.
Status: Closed

-FRENCH UTILITY FIRM ENGIE BUYS US ENGINEERING CONSULTANCY OPTERRA
A member of French multinational electric utility company Engie Group (EPA: ENGI) has acquired US-based engineering consultant firm OpTerra Energy Services and its affiliated companies, the company said.
Headquartered in Oakland, California, OpTerra designs and implements customised projects that help public- and private-sector clients reduce energy consumption and cost. With 25 regional offices across the United States, OpTerra's team of 300 employees perform comprehensive energy project development across the country.
Status: Closed

-VANCE STREET CAPITAL ACQUIRES MEDICAL DEVICE DESIGNER
Los Angeles-based private equity firm Vance Street Capital LLC has acquired US-based medical device designer A/E Medical Corp., the company said. The acquisition was funded with senior debt from BMO Harris Bank and BBVA Compass, and mezzanine debt from Madison Capital Funding LLC.
Founded in 1968 and headquartered in Farmingdale, New Jersey, A/E Medical is a leading designer and manufacturer of a high strength sternum closure system, along with a range of temporary cardiac pacing wires and extension leads, stainless steel sutures, surgical punches, electrosurgical instruments, and neurosurgical scalp clips.
Status: Closed

-ALEX BROWN REALTY ACQUIRES CHICAGO MEDICAL DISTRICT OFFICE BUILDING
A joint venture organized by US-based real estate investment manager Alex. Brown Realty, Inc. (ABR) and US-based commercial real estate investment firm Ameritus, LLC has acquired The Hastings Center office building located within Chicago's Illinois Medical District, the company said.
ABR Chesapeake Fund V, a real estate fund sponsored by ABR, invested USD 5.2m in the joint venture. Originally constructed in 1942 as the office component of a larger industrial facility, The Hastings Center contains a total of 150,815 square feet and is currently 90% occupied.
Status: Closed

-ABILITY NETWORK ACQUIRES MEDICAL BILLING, CLAIMS MANAGER G4 HEALTH SYSTEMS
US-based information technology company Ability Network has acquired US-based billing and claims management firm G4 Health Systems, Inc., the company said. G4 Health Systems is a national provider of revenue cycle management services and health data analytics for small and mid-sized hospitals, physician offices, and post-acute providers.
It also brings advanced API-based RCM tools that can serve Ability Strategic Partner customers (EMR vendors, software companies, and payers, among others).
Status: Closed

-PSP INVESTMENTS TO BUY NEW ENGLAND HYDROELECTRIC PORTFOLIO FOR USD 1.2BN
Canada-based pension investment manager The Public Sector Pension Investment Board has agreed to acquire from French electric utility company Engie Group (EPA: ENGI) a New England portfolio of hydroelectric assets totaling 1.4gw for an enterprise value of USD 1.2bn, the company said.
PSP Investments said it plans to maximise the potential benefits of combining its ownership in these premier assets with the operational expertise of its existing hydroelectric power platform, H2O Power LP.
Status: Agreed

-BILLTRUST ACQUIRES CALIFORNIA E-INVOICE SOFTWARE FIRM C-TABS
US-based payment cycle manager Billtrust has acquired California-based SaaS data management solutions provider C-TABS, the company said.
The acquisition brings together Billtrust's ability to automate and accelerate the invoice-to-cash process, with C-TABS' electronic invoice presentment and payment solutions. Billtrust and C-TABS share a vision of eliminating paper and labor-intensive processes from the invoice-to-cash process, allowing their clients to focus on their core business.
Status: Closed

-E/J GALLO WINERY ACQUIRES US DISTRIBUTION RIGHTS FOR RENATO RATTI WINES
US-based wine maker E. and J. Gallo Winery (Gallo) has been awarded the exclusive rights to distribute Italy's Renato Ratti wines in the United States beginning immediately, the company said. Renato Ratti will join Allegrini, Poggio al Tesoro and Pieropan in Gallo's Luxury Wine Group (LUX Wines). Gallo initiated LUX Wines in 2014 to represent wine suppliers from around the world.
Status: Closed

-CEDAR REALTY TRUST BUYS MARYLAND SHOPPING CENTRE FOR USD 20.5M
US-based REIT Cedar Realty Trust, Inc. (NYSE: CDR) has closed on the acquisition of Shoppes at Arts District in Hyattsville, Maryland, the company said.
The 35,676 square foot, 100% leased, grocery-anchored shopping center was acquired for USD 20.5m, including the assumption of USD 8.5m fixed rate debt. Shoppes at Arts District, anchored by a Yes! Organic Market, is the focal point of the Arts District Hyattsville, a master-planned, mixed-use revitalisation effort along the US Route 1 Corridor in Hyattsville.
Status: Closed

-LEARFIELD ACQUIRES SPORTS AND ENTERTAINMENT SOCIAL MEDIA AGENCY
US-based collegiate multimedia manager Learfield has acquired multimedia sponsor campaigns agency Think Social, the company said. The company will continue to operate under the Think Social name and brand, and all current employees will remain with the firm.
Think Social was founded in 2011, and Learfield began utilising Think Social's expertise first at Oregon State, where it is the athletics multimedia rights holder.
Status: Closed

-INTREXON TO ACQUIRE ENVIROFLIGHT, ENTER JV WITH DARLING INGREDIENTS
US-based synthetic biology company Intrexon Corp. (NYSE: XON) has agreed to acquire the business of  EnviroFlight LLC and form a joint venture with US-based natural ingredients producer Darling Ingredients Inc. (NYSE: DAR), the company said.
EnviroFlight has developed proprietary technologies which enable the rearing of non-pathogenic black soldier fly larvae in an industrially scalable manner. According to Intrexon, the approach has considerable potential within the USD 60bn global animal feed industry as it will provide an environmentally-friendly, toxin-free, sustainable source of nutrients.
Status: Agreed

-EQUIFAX CLOSES USD 1.8BN ACQUISITION OF AUSTRALIAN CREDIT BUREAU VEDA
US-based credit bureau Equifax Inc. (NYSE: EFX) has closed its acquisition of Australian credit information provider Veda Group Ltd. (ASX: VED) for AUD 2.825 per share, the company said.
The deal is worth USD 1.8bn. Equifax purchased the Veda shares for cash using proceeds available from senior credit facilities provided by a bank syndicate.
Status: Closed

-OANDO ENERGY RESOURCES WINS SHAREHOLDER NOD FOR BUYOUT
Shareholders of Canadian oil and gas exploration company Oando Energy Resources Inc. (TSX: OER) have approved a plan of arrangement with Oando plc and Oando E/P Holdings Ltd. which will culminate in the purchaser acquiring all of the issued and outstanding common shares of OER, the company said.
Last December, Oando Energy Resources entered into a definitive agreement with Oando Plc and British Columbia-based subsidiary Oando E/P Holdings Ltd., under which the purchaser would acquire all common shares of OER, excluding those held by Oando PLC and by M1 Petroleum Ltd., West African Investment Ltd. and Southern Star Shipping company Inc. for USD 1.20 per share, the company said.
Status: Agreed

-MARKET TECH BUYS 25% STAKE IN GERMAN IN-STORE DATA ANALYST MINODES
UK-based real estate and e-commerce company Market Tech (LSE: MKT) has acquired a 25% stake in German retail analytics and omni-channel retargeting solution provider Minodes GmbH for EUR 3.55m (USD 3.88m), the company said
Minodes analyses a combination of in-store data sources, such as Wi-Fi and Bluetooth beacons, providing insights into visitor experience and behaviour - with the aim of converting footfall into paying customers - for more than 50 retailers operating across 12 countries over an area of approximately 10m square feet.
Status: Closed

-ASIAN GROWTH PROPERTIES TO SELL HONG KONG'S DAH SING FINANCIAL CENTRE
A subsidiary of Asian Growth Properties has entered into a sale agreement with China Everbright Holdings Co Ltd. and its subsidiary Gao Sheng Global Ltd., who are unrelated third parties, for the proposed disposal of the property known as Dah Sing Financial Centre held by the AGP Group in Hong Kong for a gross consideration of approximately HKD 10,000m (USD 1.19bn) in cash, the company said.
Dah Sing Financial Centre is a 38-storey commercial and office building situated at 108 Gloucester Road, Wanchai, Hong Kong with a gross floor area of approximately 37,214 square metres and 156 car parking spaces.
Status: Agreed

-BRITANNIA AND UK P/I CLUBS IN MERGER TALKS
The boards of UK-based P/I clubs Britannia Club and the UK P/I Club are in merger discussions, the principals have confirmed. A P/I Club is a mutual insurance association that provides risk pooling, information and representation for its members.
The boards of the clubs will now begin a process to determine whether the merger is possible and delivers appropriate benefit to their respective memberships.
Status: Talks

-RAKUTEN MARKETING BUYS PRODUCT-INTELLIGENCE FIRM MANIFEST
Japanese shopping portal Rakuten's US-based Rakuten Marketing omnichannel marketing unit has acquired product intelligence firm Manifest Commerce, the company said.
Rakuten Marketing said the acquisition catapults it into a leading position to drive incremental revenue through prospecting and retargeting campaigns by collecting, testing and optimising product-performance data in real-time.
Status: Closed

-JLL ACQUIRES RETAIL LEASE, DEBT RESTRUCTURING SPECIALIST HUNTLEY, MULLANEY, SPARGO AND SULLIVAN
US-based retail property manager JLL (NYSE: JLL) has acquired US-based lease and debt restructuring firm Huntley, Mullaney, Spargo and Sullivan, Inc., the company said. JLL said the transaction will enable it to provide a broader range of services to retailers.
While mostly focused on retail chains, HMS also provides restructuring services to companies that lease office or industrial space. Founded by Tom Mullaney, Dave Spargo and Bill Sullivan, Sacramento, California-based HMS is a recognized leader in lease and debt restructuring.
Status: Closed

-ANADIGICS BOARD DETERMINES "PARTY B" USD 0.85/SHARE BID IS A "SUPERIOR OFFER"
US-based radio frequency solutions provider Anadigics, Inc.'s (NASDAQ: ANAD) board has determined that a 24 February "Party B" proposed merger agreement constitutes a superior offer, as those terms are defined in a 15 January agreement and plan of merger pursuant to which an affiliate of II-VI offered to acquire all of the outstanding shares of Anadigics common stock on a fully diluted basis for USD 0.66 per share net in cash, in an all-cash tender offer and second-step merger, the company said.
On 11 November, Anadigics entered into an agreement and plan of merger under which affiliates of GaAs Labs, LLC would acquire all of the outstanding shares of Anadigics common stock on a fully diluted basis for USD 0.35 per share net in cash, pursuant to an all cash tender offer and second step merger. The deal is worth around USD 32m. On 24 February, the company received from the competing bidder referred to as "Party B" a further amendment to its 20 February acquisition proposal that increases Party B's per-share offer price from USD 0.81 to USD 0.85.
Status: Bidding

-SYSCO ACQUIRES FLORIDA-BASED SEAFOOD DISTRIBUTOR
US-based food distributor Sysco Corp. (NYSE: SYY) has acquired Florida, US-based North Star Seafood, the company said. With approximately USD 128m in annual sales, North Star distributes fresh and frozen seafood to a combination of local, wholesale, cruise, export and retail customers throughout Florida. All North Star employees and management will remain in place, Sysco said.
Status: Closed

-TEAM, FURMANITE WIN SHAREHOLDER NODS FOR MERGER
Shareholders of US-based industrial services companies Team, Inc. (NYSE: TISI) and Furmanite Corp. (NYSE: FRM) have overwhelmingly approved their respective merger proposals related to the proposed combination of Furmanite and Team at special meetings, the companies said.
Status: Agreed

-ARBOR REALTY TRUST TO ACQUIRE ARBOR COMMERCIAL MORTGAGE'S AGENCY PLATFORM FOR USD 250M
US-based REIT Arbor Realty Trust, Inc. (NYSE: ABR) has entered into a definitive agreement to acquire the agency platform of Arbor Commercial Mortgage LLC for USD 250m, the company said.
Arbor Realty said the purchase price is to be paid 50% in stock and 50% in cash with the stock component to be paid with 19.23m operating Partnership Units, which was based on a stock price of USD 6.50 per share. The purchase price is subject to potential adjustment based on changes in the value of the acquired servicing portfolio on the closing date.
Status: Agreed

-MONSTER BEVERAGE TO ACQUIRE AMERICAN FRUITS AND FLAVORS FOR USD 690M
US-based energy drinks company Monster Beverage Corp. (NASDAQ: MNST) has entered into a definitive agreement to acquire flavour supplier and long-time business partner American Fruits and Flavors for USD 690m, the company said.
Monster said the deal will bring Monster's primary flavour supplier in-house, secure the intellectual property of Monster's most important flavours in perpetuity and further enhance its flavor development and global flavor footprint capabilities.
Status: Agreed

-NEW AMERICA ENERGY TO ACQUIRE GEORGIA, USA TITLE LOAN COMPANY
US-based consumer lender New America Energy Corp. (OTC: NECA) has entered into a letter of intent to acquire an operational title loan company in North Georgia through its Title King, LLC subsidiary, the company said.
The target acquisition has three separate locations that have been in business for nearly five years, has an established customer base and performing loans. In addition to the three title loan locations, New America will also be acquiring the target's auto dealership license, and the existing inventory of vehicles currently held.
Status: Agreed

-OPENGATE CAPITAL TO ACQUIRE ROYAL BUILDING PRODUCTS' WINDOW AND DOOR DIVISION
US-based private equity firm OpenGate Capital has signed an agreement to acquire the Canada-based Window and Door division of Royal Building Products from Axiall Corp. (NYSE: AXLL), the firm said. Royal Building Products is a manufacturer of vinyl window profiles and patio doors. The transaction is expected to close March 31, 2016. Financial terms of the transaction were not disclosed.
Status: Agreed