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

-DOUGLAS ACQUISITION CLOSES PURCHASE OF CNG FUEL SYSTEM SPECIALIST QUANTUM FUEL SYSTEMS
US-based automotive and heavy-duty industry CNG fuel systems specialist Quantum Fuel Systems Technologies has been acquired by US-based private equity firm Douglas Acquisitions LLC, the company said. The transaction, initiated in April of this year, was just finalized.
Effective immediately, the acquired company will be known as Quantum Fuel Systems LLC, a company wholly owned by Douglas, a family-owned USD 1bn private equity firm based in Northern California. Going forward, Quantum will continue to provide its industry leading CNG technology while being financially positioned to continue to grow its business operations.
Status: Closed

-SEMPRA US GAS AND POWER ACQUIRES MICHIGAN WIND PROJECT
US-based utility operator Sempra Energy's (NYSE: SRE) Sempra US Gas and Power unit has acquired the Apple Blossom wind project in Michigan from utility-scale wind and solar energy developer Geronimo Energy, LLC, the company said.
When the 100mw Apple Blossom is completed, Sempra US Gas and Power, along with its affiliates and joint-venture partners, will have wind facilities in eight states totaling more than 1,300mw of generating capacity.
Status: Closed

-QUVA PHARMA ACQUIRES NEW JERSEY BIOTECH PHARMACEUTICAL FACILITY
Texas, US-based sterile compounding pharmacy services platform QuVa Pharma, Inc. has signed an agreement to acquire an FDA approved biotech pharmaceutical facility in New Jersey, the company said.
QuVa Pharma currently operates two Texas-based 503B registered manufacturing facilities. In August 2015, the company received a majority equity commitment from Bain Capital Private Equity to support creation and expansion plans.
Status: Closed

-LEXMARK WINS SHAREHOLDERS NOD FOR USD 3.6BN BUYOUT
Shareholders of US-based laser printer and software company Lexmark International, Inc. have approved the definitive merger agreement under which Lexmark is to be acquired by a Chinese consortium of investors led by Apex Technology Co., Ltd. and PAG Asia Capital and including Legend Capital Management Co., Ltd., the company said.
Upon completion of the transaction, Lexmark shareholders will receive USD 40.50 per share in cash. 70% of the outstanding Lexmark shares were voted at the special shareholder meeting. Of the Lexmark shares that were voted, 99% were voted in favor of the merger. The all-cash transaction, which was agreed in April, has an enterprise value of approximately USD 3.6bn.
Status: Agreed

-AKRIDGE TEAMS WITH STARS INVESTMENTS TO BUY WASHINGTON, DC OFFICE PROPERTIES
US-based real estate services company Akridge has partnered with US-based asset manager Stars Investments to purchase Washington, DC office properties 1101 and 1111 Sixteenth Street, NW, the firm said. The team will redevelop the two buildings into one, freestanding, 100,000-square-foot, trophy-class office building.
This buildings, which previously served as the former site of the American Association of University Women and the American Beverage Association, sit at the northeast intersection of Sixteenth and L Streets.
Status: Agreed

-NEXT GROUP HOLDINGS CLOSES ACQUISITION OF CARD PROGRAMME MANAGER ACCENT INTERMEDIA
US-based mobile banking, mobility, and telecommunications solutions provider Next Group Holdings, Inc. (OTCQB: NXGH) has closed the acquisition of a controlling interest in card programme management firm Accent Intermedia (AIM) from Dean Keatin Marketing, LLC and Transaction Processing Products, Inc., the company said.
AIM provides the support, enterprise stored value product management software, and logistics infrastructure to a range of brands to host Closed Loop (Gift Card) and Open Loop (Prepaid Debit / General Purpose Reloadable) card programmes.
Status: Closed

-CORE SECURITY ACQUIRES NETWORK DETECTION AND RESPONSE SPECIALIST DAMBALLA
US-based vulnerability and access risk management specialist Core Security has acquired network detection and response experts Damballa, the company said.
Core Security said that the acquisition will complement its suite of software solutions that manage security risk across the enterprise and protect against any attack vector on any type of device or operating system.
Status: Closed

-ICV PARTNERS ACQUIRES AIRCRAFT ENGINE DISTRIBUTOR UNIVERSAL TURBINE PARTS
US-based investment firm ICV Partners, LLC has acquired US-based refurbished turboprop engine components and engines seller Universal Turbine Parts, LLC, the firm said. Farol Asset Management, L.P. and funds and accounts advised by Neuberger Berman Private Equity invested alongside ICV in the transaction.
Founded in 1993, UTP is one of the world's largest distributors of aftermarket turboprop aircraft engines and engine parts.
Status: Closed

-PRETIUM PACKAGING ACQUIRES PLASTIC CONTAINER MAKER CUSTOM BLOW MOLDING
US-based plastic packaging provider Pretium Packaging has acquired packaging and container producer Custom Blow Molding, the company said. Custom Blow Molding makes packaging and container products for the sports nutrition and nutraceuticals market sectors.
Based in Escondido, California, CBM has built a business as a supplier of plastic containers and closures for brands in the sports nutrition market serving customers from their locations in Escondido, Carrollton, Texas and Aurora, Illinois.
Status: Closed

-AHOLD AND DELHAIZE LAUNCH NEW LOGO AFTER CLOSING MERGER
European grocery store operators Ahold and Delhaize have launched their combined brand following the close of their EUR 26.07bn (USD 28.66bn) merger, the companies said. The companies have launched a new visual identity and a new website.
Last June, the companies agreed to merge in a deal that creates a base of more than 6,500 stores with 375,000 associates. The combined company, now called Ahold Delhaize, serves more than 50 million customers per week in the United States and in Europe.
Status: Closed

-BREEDON ON TRACK TO CLOSE GBP 336M HOPE CONSTRUCTION MATERIALS ACQUISITION ON 1 AUGUST
UK-based building materials group Breedon Aggregates Ltd hopes to complete its proposed acquisition of UK-based Hope Construction Materials Ltd. on 1 August 2016, subject to approval by the UK Competition and Markets Authority, the company said.
Breedon said it has now entered into separate agreements with each of Tarmac Trading Ltd. and The Concrete Co Ltd. for the sale of the 14 ready-mixed concrete plants that are required by the Competition and Markets Authority to be divested in order to remedy local competition concerns arising in connection with Breedon's acquisition ‎of Hope.
Status: Agreed

-BGEO GROUP CLOSES ACQUISITION OF REMAINING 75% STAKE IN GEORGIAN GLOBAL UTILITIES
UK-based bank holding company BGEO Group plc's (LSE: BGEO) JSC BGEO Investments subsidiary has closed the acquisition of a 75% equity stake in Georgia-based utility operator Georgian Global Utilities Ltd. for cash, the company said. As a result of this buy-out, the group will own 100% of GGU. The transaction values GGU's enterprise value at GEL 287.5m, or 4.2x EV / EBITDA 2016E.
BGEO said that the transaction is expected to be both earnings and book value accretive from day one. GGU is a privately-owned company, which benefits from a natural monopoly that supplies water and provides wastewater services through its wholly owned subsidiaries to 1.4m people (approximately one third of Georgia's total population) in Tbilisi, Mtskheta and Rustavi.
Status: Closed

-CHINESE ANIMAL FEED ADDITIVE MAKER WALCOM BUYS MAJORITY STAKE IN BANGKOK FREEHOLD SITE
Chinese animal feed additive producer Walcom Group Ltd. (LSE: WALG) has reached agreement, via its Walcom Bio-Chem (Thailand) Co. Ltd subsidiary, for the purchase from a third party vendor of a two-thirds stake in a 15,295m2 freehold site in the Sakorn Province in Thailand, located 32km from Bangkok, the company said.
The total consideration for the site is THB 23.9m (equivalent to USD .68m), of which the company's two-thirds stake is THB 15.9m, which will be funded entirely from Walcom Thailand's existing cash resources. Completion of the acquisition is expected to occur within the next four months. The remainder of the interest in the Sakorn Site has been acquired by Mr Paitoon Buddhinunta-Opas, the general manager of Walcom Thailand.
Status: Closed

-GLOBAL IT M/A FORUM, SMART BUSINESS MAGAZINE FORM JV TO LAUNCH IT M/A MARKETPLACE
Online IT buyer/seller marketplace The Global IT M/A Forum has formed a joint venture with US-based business management journals chain Smart Business to create the SBN IT M/A Marketplace on behalf its 80,000+ readers nationwide, the organisations said.
Smart Business offers insight, advice and strategy for C-level executives. The publisher has featured more than 27,000 US CEOs. In addition to its publications, Smart Business presents more than 20 high-level business conference and events programs each year, and operates a book publishing division.
Status: Closed

-GALENICA TO ACQUIRE US GI DRUGMAKER RELYPSA FOR USD 1.53BN
Swiss drugmaker Galenica Group (SIX: GALN) and US-based drugmaker Relypsa, Inc. (NASDAQ: RLYP) have entered into a definitive agreement under which Galenica will acquire Relypsa, the companies said.
Relypsa is a biopharmaceutical company based in Redwood City, Calif., with more than 400 employees. The company, founded in 2007, is focused on the discovery, development and commercialisation of polymeric medicines for patients with conditions that can be addressed in the gastrointestinal tract. Its lead product, Veltassa, was approved by the US Food and Drug Administration for the treatment of hyperkalemia in October 2015.
Status: Agreed

-CHINA'S SINOCARE CLOSES USD 200M ACQUISITION OF PTS DIAGNOSTICS
Chinese blood glucose monitoring systems company Sinocare Inc. has closed the acquisition of US-based biometric testing device maker PTS Diagnostics in a cash deal worth up to USD 200m, the company said.
This includes contingent considerations of up to USD 90m for the successful accomplishment of certain milestones. PTS Diagnostics is a US-based manufacturer of point-of-care biometric testing devices, including the CardioChek family of analyzers, A1CNow systems, and PTS Detect cotinine systems.
Status: Closed

-SYNTA PHARMACEUTICALS CLOSES USD 97M ACQUISITION OF DRUG DEVELOPER MADRIGAL
US-based research and development company Synta Pharmaceuticals Corp. (NASDAQ: SNTA) has closed its acquisition of US-based drug development company Madrigal Pharmaceuticals, Inc. in an all-stock transaction, the company said.
Synta acquired all outstanding shares of Madrigal in exchange for approximately 253.9m newly issued shares of Synta common stock. The deal is worth around USD 97m. It is anticipated that existing Synta shareholders will own 36.0% of the combined company and Madrigal shareholders will own 64.0% of the combined company.
Status: Closed

-PANE TO HEAD COTY FOLLOWING ACQUISITION OF P/G BEAUTY BRANDS
US-based beauty company Coty Inc.'s (NYSE: COTY) board of directors has appointed Camillo Pane as chief executive officer and member of the Coty board, each effective as of the day following the closing of the merger of P/G Specialty Beauty into Coty, the company said.
Last July, Coty signed a definitive agreement to merge Procter and Gamble's fine fragrance, color cosmetics, and hair color businesses into Coty through a tax-free Reverse Morris Trust transaction, the company said.
Status: Agreed

-AETNA AND HUMANA VOW TO 'VIGOROUSLY DEFEND' MERGER FOLLOWING US DOJ BLOCK
US-based health insurers Aetna (NYSE: AET) and Humana Inc. (NYSE: HUM) plan to vigorously defend the companies' pending merger in response to a US Department of Justice lawsuit seeking to block the transaction, the companies said.
Last July, Aetna agreed acquire all outstanding shares of Humana for a combination of cash and stock valued at USD 48bn.
Status: Agreed

-TEVA PRICES ADDITIONAL CHF 1BN OF NOTES; WILL USE PROCEEDS FOR ACTAVIS GENERICS ACQUISITION
Israeli generic drug company Teva Pharmaceutical Industries Ltd. (NYSE: TEVA) (TASE: TEVA) has priced a debt offering by its special purpose finance subsidiary Teva Pharmaceutical Finance Netherlands IV B.V., the company said.
The offering consists of a CHF 300m tranche of 0.125% fixed rate senior notes maturing in 2018; CHF 350m of 0.500% fixed rate senior notes maturing in 2022; and CHF 350m of 1.000% fixed rate senior notes maturing in 2025.
Status: Agreed

-BANK OF THE OZARKS CLOSES 402.5M ACQUISITION OF C1 FINANCIAL
US-based bank holding companies Bank of the Ozarks, Inc. (NASDAQ: OZRK) has closed its acquisition of C1 Financial, Inc. (NYSE: BNK) in an all-stock transaction valued at approximately USD 402.5m, the company said.
The deal, which was announced last November, is worth around USD 25.00 per C1 share. Closing of the transaction is expected to be immediately accretive to OZRK's book value per common share and its tangible book value per common share.
Status: Closed

-ON SEMICONDUCTOR ONCE AGAIN EXTENDS TENDER OFFER FOR FAIRCHILD SEMICONDUCTOR
US-based chipmaker ON Semiconductor Corp. (NASDAQ: ON) has again extended its tender offer to purchase all of the outstanding shares of common stock of US-based chipmaker Fairchild Semiconductor International Inc. (NASDAQ: FCS) for USD 20.00 per share in cash, this time until 4 August, the company said.
All other terms and conditions of the offer remain unchanged.
Status: Agreed

-FRANCE'S M6 METROPOLE TELEVISION ACQUIRES MANDARIN CINEMA
French media group M6 Group (PAR: MMT) has acquired French film production company Mandarin Cinema, the group said.
Mandarin holds a catalogue of 32 feature films, such as Chocolat, OSS 117 Rio ne répond plus, Potiche, De l'autre côté du périph, Pattaya. With this targeted acquisition, M6 Group continues the consolidation of its activities of distribution of audiovisual rights by extending its catalogue, which now contains almost 1 300 full-length feature films.
Status: Closed

-CARTER VALIDUS MISSION CRITICAL REIT II ACQUIRES 56M OF US HEALTHCARE, DATA CENTRE PROPERTIES
US-based real estate investor Carter Validus Mission Critical REIT II, Inc. has closed acquisitions with an aggregate purchase price, including future commitments, of approximately USD 56.3m and a total of over 155,000 rentable square feet, the company said.
CVMC REIT II purchased a 100% interest in a parcel of land in Las Vegas, Nevada on June 24, 2016, for USD 2.6136m and will be funding the development of the Post Acute Las Vegas Rehabilitation Hospital for a total estimated acquisition cost of USD 24,052,600.
Status: Closed

-L'OREAL TO BUY MAKEUP, SKINCARE BRAND IT COSMETICS FOR USD 1.2BN
French cosmetics company L'Oréal (EPA: OR) has entered into a definitive agreement to acquire the IT Cosmetics prestige makeup and skincare brand for USD 1.2bn, the firm said. US-based equity investor TSG Consumer Partners LLC TSG acquired a minority interest in the company in 2012 from founders Jamie Kern Lima and Paulo Lima.
T Cosmetics creates makeup and skincare products that harness anti-aging technologies and high-performance ingredients to provide beauty solutions.
Status: Agreed

-SWISS CYBERSECURITY COMPANY WISEKEY TO MERGE WITH OPENLIMIT
Swiss cybersecurity company WISeKey International Holding Ltd and OpenLimit Holding AG have signed a memorandum of understanding regarding a contemplated merger under which OpenLimit would be merged with and into WISeKey, with WISeKey thus being the surviving entity, the companies said.
The entry into definitive agreements is in particular subject to satisfactory reciprocal confirmatory due diligence, to be conducted over the next month, and other conditions as are customary. In addition to the MoU, WISeKey has agreed to provide interim financing to OpenLimit through subscription to an equity-linked instruments issued by OpenLimit.
Status: Agreed

-G-III APPAREL TO ACQUIRE DONNAKARAN FROM LVMH IN USD 650M DEAL
US-based branded apparel and accessories company G-III Apparel Group, Ltd. (NASDAQ: GIII) and French luxury goods group LVMH Moët Hennessy Louis Vuitton (PAR: LVMH) have entered into a definitive agreement under which G-III will acquire Donna Karan International, Inc. from LVMH in a transaction with an enterprise value of USD 650m.
The transaction is expected to close in late 2016 or early 2017. Donna Karan International is the parent of the Donna Karan and DKNY brands. G-III said it plans to fund the acquisition through new indebtedness, USD 75m of newly issued G-III common stock to LVMH, and a USD 75m 6½ year seller note.
Status: Agreed

-STRATEGIC INTERNET INVESTMENTS BUYS ANKARA OUTLET SHOPPING CENTER IN USD 66M DEAL
Dubai-based development stage company Strategic Internet Investments, Inc. (OTC: SIII) has closed its acquisition of the Ankara-based AkCenter Shopping Center as it continues to expand its real estate portfolio in Europe and the Middle East, the company said.
The company finalised the acquisition of the AkCenter in exchange for USD 66m in debentures. Strategic Internet Investments said that the purchase is the first step in a series of acquisitions in the coming weeks as it expands its commercial real estate portfolio.
Status: Closed

-MONTECITO ACQUIRES THREE EAST TENNESSEE MEDICAL BUILDINGS FROM HOLSTON
Tennessee, US-based medical office buildings owner Montecito Medical has acquired from Holston Medical Group three buildings totaling 276,823 square feet in the cities of Kingsport, Tennessee, Weber City, Virginia, and Duffield, Virginia, the company said.
The asset in Montecito's new acquisition is the 231,486-square-foot Class-A HMG Medical Plaza directly adjacent to the 379-bed Wellmont Holston Valley Medical Center. Founded in 1977, HMG is one of the largest multi-specialty groups in the southeastern United States, with nearly 150 primary-care physicians and specialists.
Status: Closed

-CARMIKE CINEMAS, AMC AMEND USD 1.2BN MERGER DEAL
US-based cinema operator Carmike Cinemas, Inc. (NASDAQ: CKEC) has entered into an amended and resaid merger agreement with AMC Theatres (NYSE: AMC) under which AMC will acquire all outstanding shares of Carmike in cash and stock, the company said.
Under the terms of the transaction, for each outstanding share of Carmike common stock, Carmike's stockholders will have the option to elect to receive either USD 33.06 in cash or 1.0819 shares of AMC's class A common stock.
Status: Agreed

-ONLINE BROKER E-TRADE TO BUY DERIVATIVES SPECIALIST OPTIONSHOUSE FOR USD 725M
US-based online broker E-Trade Financial Corp. (NASDAQ: ETFC) has entered into a definitive agreement to acquire OptionsHouse parent company Aperture New Holdings, Inc. for USD 725m in cash, the company said.
OptionsHouse is an online broker that offers full-suite of investment products including equities and futures, and first class customer service to all online traders. Additionally, OptionsHouse offers a mobile app available on all major mobile platforms and devices.
Status: Agreed

-LAW FIRM WALKERS GROUP ACQUIRES GUERNSEY-BASED AO HALL
Cayman Islands-based law firm Walkers Group has acquired specialist Guernsey-based legal services provider AO Hall, the group said.
AO Hall is now operating as Walkers (Guernsey) LLP. Walkers (Guernsey) LLP provides an integrated range of services to clients in jurisdictions around the world, covering finance, corporate, investment funds, dispute resolution, insolvency and restructuring, employment, pensions, trusts and fiduciary.
Status: Closed

-SHAREHOLDERS OF WESTERN ASSET GLOBAL HIGH INCOME FUND APPROVE MERGER
Shareholders of US-based closed-end management investment company Western Asset Global High Income Fund Inc. (NYSE: EHI) have cleared the funds proposed merger with Western Asset Global Partners Income Fund Inc. (NYSE: GDF), the fund said.
Under the deal, Western Asset Global Partners Income Fund Inc. will merge with and into Western Asset Global High Income Fund Inc. Meanwhile, Western Asset Global Partners Income Fund's special meeting of stockholders held on July 22 has been adjourned to permit further solicitation of proxies.
Status: Agreed

-FINTECH POSTPONES SHAREHOLDER VOTE ON USD 350M CARDCONNECT ACQUISITION
US-based -based conglomerate FinTech Acquisition Corp. (NASDAQ: FNTC) has postponed its special meeting of FinTech stockholders relating to its proposed acquisition of FTS Holding Corp. pursuant to the merger of CardConnect with and into FinTech Merger Sub, Inc., a wholly-owned subsidiary of FinTech.
Under the deal, FNTC will acquire CardConnect for aggregate consideration of approximately USD 180m in cash and USD 170m in FNTC common stock. The cash portion of the consideration will be funded by a combination of cash held in trust by FNTC, borrowings under a new USD 100m first lien credit facility and a USD 40m second lien secured credit facility, and USD 30m in equity financing.
Status: Agreed