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

-WATERMAN COMPLETES DUE DILIGENCE STUDIES ON GBP 335M SALE OF GRAND CENTRAL BIRMINGHAM

UK-based multidisciplinary consultancy Waterman Group Plc has provided engineering and environmental due diligence studies for the GBP 335m acquisition by Hammerson Plc of the Grand Central shopping centre in Birmingham, UK, the group said. The exchange of contracts with Birmingham City Council was announced on 22 January by Hammerson.
Status: Agreed

-GCR ACQUIRES GOVERNMENT SOFTWARE FIRM PCC TECHNOLOGY
New Orleans-based technology and solutions company GCR Inc. expanded in January 2016 by acquiring PCC Technology Group LLC of Windsor, Connecticut, the company said.
PCC is a national provider of government software solutions for business registration, business one-stop (tax, revenue and labor filings), election administration, campaign finance, and right-of-way and property acquisition management.
Status: Closed

-JOHNSON CONTROLS AND TYCO TO MERGE IN ALL-STOCK DEAL WORTH USD 14BN
US-based industrial company Johnson Controls (NYSE: JCI) and Irish fire and security firm Tyco (NYSE: TYC) have entered into a definitive merger agreement under which the firms will combine in a deal worth USD 14bn, the firm said.
Johnson Controls shareholders will own approximately 56% of the equity of the combined company and receive aggregate cash consideration of approximately USD 3.9bn.
Status: Agreed

-CAREY WATERMARK INVESTORS 2 ACQUIRES SEATTLE MARRIOTT BELLEVUE HOTEL
US-based lodging REIT Carey Watermark Investors 2 Inc. has acquired the Seattle Marriott Bellevue, the company said. The newly developed hotel includes 384 guestrooms and is located in Bellevue, Washington. This newly developed, 17-story hotel opened in July 2015, representing the newest addition to the Bellevue lodging market.
Status: Closed

-ANGLO AMERICAN TO SELL AUSTRALIAN COAL MINE
UK and South African mining company Anglo American plc (LSE: AAL) has entered into a share sale agreement with Batchfire Resources Pty Ltd to sell its 100% interest in the Callide thermal coal mine in Queensland, Australia, the company said.
The transaction will be effected via a sale of shares in the subsidiary companies holding Anglo American's interest in Callide.
Status: Agreed

-REXEL SELLS OPERATIONS IN POLAND, SLOVAKIA AND THE BALTICS
French electrical supplies distributor Rexel has sold its operations in Poland, Slovakia and the Baltics to the Würth Group, the company said. The transaction represents an enterprise value of around EUR 10m (USD 10.84m) and should generate an estimated loss of around EUR 27m before tax.
Status: Closed

-CASTLE STREET INVESTMENTS CLOSES GBP 34.8M ACQUISITION OF SELECTION SERVICES INVESTMENTS
UK-based Castle Street Investments plc (AIM: CSI) has closed the acquisition of UK IT solutions and cloud services provider Selection Services Investments Ltd. a, for an enterprise value of GBP 34.8m (USD 50.73m), the company said.
The enterprise value of the acquisition is GBP 34.8m payable as to GBP 34.4m in cash and as to the balance by the issue of 1,353,810 new ordinary shares.
Status: Closed

-ATOS CLOSES EUR 366M ACQUISITION OF UNIFY FROM GORES GROUP, SIEMENS
French digital services provider Atos SE has completed the acquisition from Gores Group and Siemens of integrated communication solutions Unify, the group said.
The transaction has been approved by employee representatives' bodies and has received the required approvals of the regulatory and antitrust authorities in the European Union, United States, Russia and Brazil. Cash consideration for Atos was EUR 366m (USD 396.70m) to acquire 100% of Unify. Net debt was EUR 48m at closing and the pension deficit was EUR 176m.
Status: Closed

-KENNEDY WILSON EUROPE REAL ESTATE CLOSES SALE OF AVON LOAN PORTFOLIO
UK-based property company Kennedy Wilson Europe Real Estate Plc (LSE: KWE) has completed the disposal of the underlying collateral to the Avon loan portfolio to a UK infrastructure fund for a total consideration of GBP 100.3m (USD 142.36m), reflecting an exit yield of 6.5%, the company said.
Net cash proceeds to KWE amount to GBP 99.1m. The Avon loan portfolio was acquired on June 2014 for GBP 93.5m, reflecting a yield on cost of 7.3%.
Status: Closed

-DKG CAPITAL CLOSES ACQUISITION OF HONG KONG VIP SERVICES FIRM RONIX RESOURCE
UK-based DKG Capital Plc (ISDX: DKGP), an investment vehicle focused on businesses which provide luxury services aimed at high net worth clients in the Asia Pacific region, has closed its acquisition of 30% of Ronix Resource Co. Ltd. a Hong Kong incorporated company which offers concierge VIP services covering the travel, leisure and business sectors, DKG said.
The consideration for the acquisition is GBP 600,000 (USD 896,270) which was satisfied through a combination of cash and issue of new shares.
Status: Closed

-AVIVA TO ACQUIRE GENERAL INSURANCE BUSINESS FROM RBC FOR GBP 281M
UK-based insurer Aviva plc's (NYSE: AV) Canadian business, Aviva Canada, will acquire RBC General Insurance company, the existing home and motor insurance business of RBC Insurance, the company said. Aviva Canada will also enter into an exclusive 15 year strategic agreement with RBC Insurance to provide a full range of general insurance products to existing and future RBC Insurance customers.
RBC Insurance customers will also benefit from Aviva Canada's expertise in claims, underwriting and new product development.
Status: Agreed

-HICL INFRASTRUCTURE ACQUIRES INVESTMENT IN SHEFFIELD SCHOOLS PFI PROJECT FOR GBP 4.1M
UK-based infrastructure investment company HICL Infrastructure Co Ltd. has acquired an incremental investment in the Sheffield Schools PFI Project in conjunction with its existing joint venture partner, Kajima Partnerships Ltd. from the Kier Group Pension Scheme for a consideration of GBP 4.1m (USD 5.82m), the company said.
The HICL Group and KPL have an existing joint venture holding company in which the HICL Group has a 75% shareholding.
Status: Closed

-STATPRO GROUP ACQUIRES INVESTOR ANALYTICS FOR USD 10M IN CASH
UK-based portfolio analysis and asset pricing services provider StatPro Group plc (AIM: SOG) has acquired the entire share capital of Investor Analytics LLC, the US-headquartered, cloud-based risk analytics company to hedge funds and asset managers, for a cash consideration of USD 10m, the group said.
There is an additional contingent payment of up to USD 6m, payable after one year, which is dependent on securing a number of new contract wins. Based on unaudited results for the year ended 31 December 2015, IA is expected to report revenue of USD 5m (of which approximately 94% was recurring) and an EBITDA loss of approximately USD 0.3m.
Status: Closed

-HELIOS UNDERWRITING ACQUIRES LLOYD'S LIABILITY VEHICLE FOR GBP 1.1M IN CASH
UK-based insurance investor Helios Underwriting (LSE: HUW) has acquired Devon Underwriting Ltd., a limited liability member of Lloyd's for a consideration of GBP 1.1m (USD 1.56m) in cash, Helios said.
The 2016 underwriting capacity of the LLV is GBP 1.2m (this compares with HUW's 2016 capacity of GBP 28.1m prior to this acquisition). HUW will provide Fund's at Lloyd's in an amount of approximately GBP 0.7m. The LLV participates in a spread of Lloyd's syndicates broadly similar to HUW's own participation.
Status: Closed

-ASSURA ACQUIRES MALMESBURY MEDICAL ENTERPRISE
UK-based primary care property investor and developer Assura plc the UK REIT (LSE: AGR) has acquired Malmesbury Medical Enterprise Ltd. from its former shareholders Kate Badcock, David Charles, Angela Charles, Nigel Pickering, Janet Pickering, John Pettit, Philippa Pettit, Jaqueline Neale, John Harrison, Pamela Harrison, Thomas Estcourt, Sonia Munnelly and David Grogan, the REIT said.
As part of the consideration payable under the terms of the acquisition, Assura has agreed to issue to the sellers 876,222 ordinary shares of 10 pence each.
Status: Closed

-WISCONSIN'S NICOLET BANK TO ACQUIRE WEALTH MANAGEMENT FIRM
Wisconsin, US-based financial services firm Nicolet National Bank has reached an agreement in principal to acquire US-based wealth management firm Navigator Planning Group, LLC, the bank said. Nicolet said the the acquisition will close on or before 1 April 2016. As part of the acquisition, certain financial advisors and staff of Navigator will join Nicolet's wealth management team.
Status: Agreed

-PERRIGO CLOSES ACQUISITION OF GENERIC RETIN-A PORTFOLIO FROM MATAWAN
Irish drugmaker Perrigo Co plc (NYSE: PRGO) (TASE: PRGO) has completed the acquisition of a portfolio of generic dosage forms and strengths of Retin-A (tretinoin) from Matawan Pharmaceuticals, LLC, the company said.
Perrigo was the authorized generic distributor of these products from 2005 to 2013 before the agreement was terminated. Generic and brand sales of Retin-A, which is indicated for the topical treatment of acne vulgaris, were approximately USD 290m for the 12 months ending November 2015.
Status: Closed

-COMPASS DIVERSIFIED'S STERNO PRODUCTS BUYS NORTHERN INTERNATIONAL FOR CDN 50M
US-based middle market business owner Compass Diversified Holdings' (NYSE: CODI) Sterno Products, LLC subsidiary has acquired lighting products maker Canadian Northern International, Inc. for a purchase price of CDN 50m (USD 35.40m), the company said. The price includes a CDN 2.5m earn-out payable over two years.
Northern International offers flameless candles and outdoor lighting products for the retail segment. The company is a specialist in LED lighting product development with the Candle Impressions and Paradise brands.
Status: Closed

-ZF TRW SELLS ENGINEERED FASTENERS AND COMPONENTS BUSINESS FOR USD 450M
German automotive supplier ZF Friedrichshafen AG's ZF TRW active and passive safety division has entered into a sale agreement for its global engineered fasteners and components business to Illinois Tool Works for approximately USD 450m, the company said.
While the Engineered Fasteners and Components business is successful and profitable, ZF is primarily concentrating on the growth of its core businesses in advanced safety, efficiency, electrification and the further development of automated driving. ITW said it plans to run the engineered fasteners and components business as a standalone division and highly valued business within their automotive OEM segment.
Status: Agreed

-BLACKFORD CAPITAL FUND ACQUIRES QUALITY ALUMINUM PRODUCTS
US-based private equity firm Blackford Capital has acquired Hastings, Michigan-based residential exterior aluminum products manufacturer Quality Aluminum Products, the firm said.
The transaction is the seventh by Blackford's Michigan Prosperity Fund, which invests exclusively in Michigan companies to generate best-in-class equity returns and support the Michigan economy.
Status: Closed