Deal Pipeline
Monday 26 March 2018
The following is a list of deals covered in detail by M and A Navigator this week:

-MAIL.RU CLOSES ACQUISITION OF ESPORTS FIRM ESFORCE

Russian Internet company Mail.Ru Group Ltd. has closed the acquisition of 100% of eSports firm ESForce, the company said. The transaction was signed on 19 January 2018.
Mail.Ru Group will acquire 100% of ESForce in an all cash transaction. The purchase price will be USD 100m less any outstanding debt at closing, with a further KPI related payment at the end of 2018 connected to specific financial and operating targets.
Status: Closed


-ELBIT SYSTEMS RECEIVES GOVERNMENTAL APPROVALS TO ACQUIRE UNIVERSAL AVIONICS SYSTEMS

Israeli defence technology company Elbit Systems Ltd. (NASDAQ: ESLT) (TASE: ESLT) has received the necessary government approvals to close the acquisition of US-based Universal Avionics Systems Corp. through an asset acquisition agreement, the company said.
Elbit said the deal should close in the coming weeks. Universal Avionics (UASC) manufactures a line of advanced avionics equipment, including an intergrated flight deck, flight management systems, flat panel integrated cockpit displays; and other systems.
Status: Agreed


-LEADERS NAMED FOR PLANNED SPIN-OFF OF AUTOLIV ELECTRONICS BUSINESS, VEONEER

Swedish automotive safety systems provider Autoliv, Inc. (NYSE: ALV) (SSE: ALIVsdb) has named the leaders of the planned spin-off of its electronics business, Veoneer, Inc, ahead of completion, the company said.
This spin-off is expected to be completed in 3Q18. Jan Carlson will be the chief executive officer of Veoneer following completion of the spin-off. Carlson will assume this role within the Veoneer business segment as of 1 April 2018 while continuing to serve in his role of chairman, president and CEO of Autoliv until the spin-off.
Status: Agreed

-CETERA FINANCIAL GROUP FACILITATES ACQUISITION OF THOMSON FINANCIAL MANAGEMENT BY BLOOMFIELD HILLS FINANCIAL

US-based professional financial advisory network Cetera Financial Group and Cetera network firm First Allied Securities facilitated the acquisition of US-based advisory and brokerage Thomson Financial Management by Bloomfield Hills Financial in a succession planning-driven transaction advised and funded by Cetera, the firm said.
Based in Northampton, Massachusetts, Thomson Financial Management has approximately USD 105m in advisory and brokerage assets.
Status: Closed


-EUROPEAN M AND A DEAL VALUE SURGES IN 2017, ACCORDING TO CMS

European M and A witnessed a bumper year in 2017 compared to 2016, whilst global M and A activity fell by 3% in value and 1% in volume, according to a study published by legal and tax advisor CMS.
CMS has published the tenth edition of its annual European M and A Study 2018, which analyses more than 3,650 of its private M and A transactions and compares the CMS deals of 2017 against its deals from 2010-2016. The European M and A market remained buoyant throughout 2017. This surprising trend was against a backdrop of political uncertainty, including national elections in France, Germany, UK and the Netherlands.
Status: Agreed


-ION INVESTMENT GROUP CLOSES ACQUISITION OF SOFTWARE FIRM OPENLINK

Irish holding company Ion Investment Group has completed its acquisition of trading and risk management solutions provider Openlink Financial, the firm said. Openlink provides complementary solutions that further expand Ion's footprint across energy companies, financial services institutions, and commodities-intensive corporates.
The firm said that clients will benefit from Ion's additional scale and reach, with global capabilities that enhance Openlink's existing offerings and expertise, and advance Openlink's product and delivery quality.
Status: Closed


-ADVOCATE AND AURORA CLEAR REGULATORY HURDLES IN MERGER

The proposed merger of US-based health care systems Advocate Health Care and Aurora Health Care has cleared the regulatory review process, paving the way for the creation of Advocate Aurora Health, the companies said.
This deal was announced last December. Advocate Aurora Health would be the 10th largest not-for-profit, integrated health care system in the United States, serving nearly 3m patients each year. The two organisations cited enhanced scale, expanded access, greater efficiencies and a shared commitment to transform the care delivery model as key drivers for the merger.
Status: Agreed


-COVESTRO TO SELL USA POLYCARBONATES SHEETS BUSINESS TO PLASKOLITE

German materials manufacturer Covestro plans to sell its global polycarbonates sheets business, the company said. PCS sheets are durable and free formable sheets that are primarily used in roofing systems, machine housing or signage applications.
As a first step, Covestro's PCS sheets business located in Sheffield (US), which generated sales of about 170m in 2017, has been sold to US-based acrylics sheets manufacturer Plaskolite LLC. The deal will be conducted as an asset deal, which means that as well as the transfer of dedicated intellectual property and fixed assets, employees will join Plaskolite.
Status: Agreed



-AVIGILON WINS SHAREHOLDER NOD FOR MOTOROLA SOLUTIONS BUYOUT

Shareholders of Canadian video-surveillance equipment and software manufacturer Avigilon Corp.  (TSX: AVO) have approved the company's pending acquisition by US-based data communications and telecommunications equipment provider Motorola Solutions (NYSE: MSI), the company said.
Under the deal, Motorola Solutions will acquire Avigilon for cash consideration of CDN 27.00 per common share. This deal was originally announced on 1 February 2018. The all-cash transaction is valued at USD 1bn. Under the terms of the agreement, Motorola Solutions will acquire all of Avigilon's outstanding shares for CDN 27 per share.
Status: Agreed


-NEVADA GAMING COMMISSION APPROVES SLS LAS VEGAS HOTEL AND CASINO GAMING LICENSE FOR MERUELO, CLEARING WAY FOR ACQUISITION

The Nevada Gaming Commission has approved the ownership transfer of SLS Las Vegas Hotel and Casino to The Meruelo Group, positioning the company's acquisition of the 1,616-room, three-tower resort-casino, including the W Las Vegas, from Stockbridge Capital Group, the group said.
The acquisition is expected to be completed by the end of March, at which point The Meruelo Group will assume operations of SLS Las Vegas. The Meruelo Group will add SLS Las Vegas to its gaming and hospitality portfolio, which includes Grand Sierra Resort and Casino in Reno, Nev. The Meruelo Group will become the only privately held company to own properties in both Reno and Las Vegas.
Status: Agreed



-BOARDRIDERS REAFFIRMS BILLABONG ACQUISITION IS BEST VALUE FOR SHAREHOLDERS

California, US-based action sports and lifestyle company Boardriders, Inc is reaffirming that its proposed acquisition of Australia-based surfwear brand Billabong International Ltd. (ASX: BBG) is in the best interest of all shareholders, the company said.
The company is responding to recent media coverage in Australia and seeks to clarify some of the statements. Boardriders said it has actively pursued a combination with Billabong because its brands, business, and people are natural complements to the boardriders platform.
Status: Agreed


-AZZ CLOSES ACQUISITION OF METAL ENCLOSURES MANUFACTURER LECTRUS

Texas, US-based metal coating services provider AZZ Inc. (NYSE: AZZ) has closed the acquisition of certain assets from Tennessee, US-based metal enclosures manufacturer Lectrus Corp through a bankruptcy sale process, the company said.
The Chattanooga, Tennessee facility of Lectrus was included in the assets acquired by AZZ Enclosure Systems Chattanooga LLC, a Delaware limited liability company. AZZ said the purchase price was USD 8m plus certain cure costs pursuant to the Bankruptcy Code, which amount to approximately USD 215,000.
Status: Closed

-QUALCOMM ONCE AGAIN EXTENDS CASH TENDER OFFER FOR ALL OUTSTANDING SHARES OF NXP
US-based Qualcomm Inc.'s (NASDAQ: QCOM) Qualcomm River Holdings B.V., an indirect Dutch subsidiary has again extended the offering period of its cash tender offer to purchase all of the outstanding common shares of Dutch chipmaker NXP Semiconductors N.V. (NASDAQ: NXPI), the company said.
The tender offer is being made pursuant to the Purchase Agreement, dated as of October 27, 2016, by and between Qualcomm River Holdings B.V. and NXP, as amended. This offer is now scheduled to expire on 2 April, unless extended or earlier terminated.
Status: Agreed

-GALAXY ENTERTAINMENT BUYS 5.3M SHARES OF WYNN RESORTS
Hong Kong-based resort, hospitality and gaming company Galaxy Entertainment Group (HKEx stock code:27) has agreed to purchase 5.3m primary shares of US-based casino operator Wynn Resorts, Ltd. (NASDAQ: WYNN) at a price of USD 175 a share, resulting in USD 927.5m of gross proceeds to Wynn Resorts, the companies said.
In addition, two long-term institutional investors, both of whom are currently investors in Wynn Resorts, have agreed to purchase the remaining 8m shares held by founder and former Wynn Resorts CEO Steve Wynn, thus demonstrating their confidence in the long-term strength of the company. The purchase price of the shares held by Wynn is also USD 175 a share.
Status: Agreed

-PAR PACIFIC CLOSES ACQUISITION OF CENEX ZIP TRIP RETAIL LOCATIONS IN WASHINGTON, IDAHO USA
A wholly-owned subsidiary of US-based energy and infrastructure holding company Par Pacific Holdings, Inc.'s (NYSE American: PARR) Par Petroleum, LLC business has closed the acquisition of 33 Cenex Zip Trip convenience stores from CHS Inc. for approximately USD 70m plus the agreed value of inventory at closing, the company said.
Par Pacific anticipates adjusted EBITDA from the acquired stores to be approximately USD 7m to USD 7.5m in the first full year of operations. As part of the transaction, the parties entered into a multi-year branded petroleum marketing agreement for the continued supply of Cenex-branded refined products to the Cenex Zip Trip stores.
Status: Closed

-IBERIABANK CLOSES USD 223M ACQUISITION OF GIBRALTAR PRIVATE BANK
Louisiana, US-based Iberiabank Corp. (NASDAQ: IBKC) has closed the acquisition of Florida, US-based Gibraltar Private Bank and Trust Co. in a merger under which Gibraltar combined with and into Iberiabank, the company said.
This deal was announced last October. Under the terms of the merger agreement, each share of Gibraltar common stock will be exchanged for 1.9749 shares of IBKC common stock. Options to acquire Gibraltar common stock will be cashed out at the consummation of the merger.
Status: Closed

-NEW JERSEY COMMUNITY BANK WINS SHAREHOLDER NOD FOR MERGER WITH 1ST CONSTITUTION BANCORP
Shareholders of New Jersey, US-based New Jersey Community Bank (OTC: NJCB) have approved the company's pending merger with New Jersey, US-based bank holding company 1ST Constitution Bancorp (NASDAQ: FCCY), the company said.
This deal was announced last November. Under the deal, 1st Constitution Bancorp will acquire New Jersey Community Bank in a stock and cash transaction valued at approximately USD 4.00 per share, or approximately USD 7.6m in total consideration.
Status: Agreed

-ROUTE1 CLOSES ACQUISITION OF US RUGGED MOBILE TECHNOLOGY SOLUTIONS PROVIDER GROUP MOBILE
Canadian data protection technologies and user authentication specialist Route1 Inc. (OTCQB: ROIUF) (TSX Venture: ROI) has closed the acquisition of US-based rugged mobile technology solutions provider Group Mobile Int'l, LLC from US-based health and wellness holding company XpresSpa Group, Inc., the company said.
Group Mobile, a wholly owned subsidiary of XpresSpa Group, based in Chattanooga, Tennessee and Chandler, Arizona supplies rugged mobile technology solutions to a number of the world's largest automotive manufacturing companies and suppliers, the world's largest manufacturing company, as well as local and state governments in the southeastern and southwestern United States.
Status: Closed

-AIR INDUSTRIES TO SELL WELDING METALLURGY BUSINESS FOR USD 9M
US-based aerospace and defense equipment assemblies and components manufacturer Air Industries Group (NYSE MKT: AIRI) has entered into a definitive agreement to sell its Welding Metallurgy, Inc. subsidiary for USD 9m in cash to CPI Aerostructures Inc. (NYSE American: CVU), the company said.
This deal is subject to a customary adjustment based on the net working capital of WMI at the closing of the acquisition. The agreement also calls for up to an aggregate of USD 1m in cash to be paid to Air Industries if WMI enters into certain long-term supply agreements during 2018.
Status: Agreed

-SNACK FOOD MAKER SNYDER'S-LANCE WINS SHAREHOLDER NOD FOR USD 4.87BN CAMPBELL SOUP BUYOUT
Shareholders of US-based snack food maker Snyder's-Lance (NASDAQ: LNCE) have approved the company's pending acquisition by US-based food company Campbell Soup Company (NYSE: CPB), the company said.
Last December, Campbell Soup and Snyder's-Lance announced an agreement for Campbell to acquire Snyder's-Lance for USD 50.00 per share (USD 4.87bn) in an all-cash transaction. The purchase price represents a premium of approximately 27% to Snyder's-Lance's closing stock price on Dec. 13, 2017, the last trading day prior to media reports regarding a potential transaction.
Status: Agreed

-KEARNY FINANCIAL, CLIFTON BANCORP TO CLOSE MERGER ON 2 APRIL
New Jersey, US-based bank holding companies Kearny Financial Corp. (NASDAQ: KRNY) and Clifton Bancorp Inc. (NASDAQ: CSBK) expect that their proposed merger transaction will be completed prior to market hours on 2 April, the companies said.
Kearny and Clifton previously announced that shareholders of both companies approved the merger at their respective shareholder meetings held on 1 March, and that all required regulatory approvals or waivers were received.
Status: Agreed


-BLACKSTONE ACQUIRES MINORITY STAKE IN KOHLBERG

US-based investment company Blackstone's (NYSE: BX) Strategic Capital Holdings Fund has acquired a passive, minority equity interest in US-based private equity firm Kohlberg and Company, L.P., the firm said.
Blackstone's Strategic Capital Holdings Fund is part of Blackstone Alternative Asset Management, the firm's hedge fund solutions business, and specialises in acquiring stakes in leading alternative asset managers. Terms of the transaction were not disclosed. Based in Mt. Kisco, New York, Kohlberg is a private equity firm specializing in middle market investing.
Status: Closed


-VALENCE ADVISES US SILICA BOARD ON USD 750M ACQUISITION OF EP MINERALS

US-based investment bank The Valence Group provided a fairness opinion to the board of directors of Maryland, US-based commercial silica producer US Silica (NYSE: SLCA) on its announced acquisition of US-based engineered materials producer EP Minerals for USD 750m, the company said.
The transaction is expected to close during 2Q18. US Silica Holdings is a producer of commercial silica used in the oil and gas industry, and in a wide range of industrial applications. Over its 118-year history, US Silica has developed core competencies in mining, processing, logistics and materials science that enable it to produce and cost-effectively deliver over 200 products.
Status: Agreed


-CAMPBELL CLOSES USD 4.87BN ACQUISITION OF SNACK FOOD MAKER SNYDER'S-LANCE

US-based food company Campbell Soup Company (NYSE: CPB) has closed its acquisition of US-based snack food maker Snyder's-Lance (NASDAQ: LNCE) for USD 50.00 per share (USD 4.87bn) in an all-cash transaction, the company said.
The purchase price represents a premium of approximately 27% to Snyder's-Lance's closing stock price on Dec. 13, 2017, the last trading day prior to media reports regarding a potential transaction. This acquisition, which has been approved by the boards of directors of both companies, will enable Campbell to expand its portfolio of leading snacking brands.
Status: Closed


-ALEPH AND CRESTVIEW TO INVEST USD 175M IN GTT AS PART OF INTEROUTE ACQUISITION

A group of investors, led by investment firms Aleph Capital Partners LLP and Crestview Partners, has committed to invest USD 175m in the common stock of US-based cloud networking provider GTT Communications, Inc. (NYSE: GTT) at the closing of the acquisition of Interoute by GTT, GTT said.
GTT's EUR 1.9bn acquisition of fibre network and cloud networking platform provider was previously announced on 26 February. Aleph and Crestview are significant shareholders of Interoute, and they will invest a portion of their proceeds from the sale of Interoute into the combined company.
Status: Agreed


-BURNS AND LEVINSON REPRESENTS WYNNCHURCH CAPITAL IN ACQUISITION OF HEARTLAND AUTOMOTIVE

US-based legal services provider Burns and Levinson represented Illinois, US-based private equity investment firm Wynnchurch Capital, LLC in its acquisition of Texas, US-based quick oil change operator/franchisee Heartland Automotive Services, Inc., the firm said.
Heartland Automotive is one of the largest franchisees in the quick lube business and the largest operator of Jiffy Lube service centres with approximately 523 locations in 26 states. The acquisition of Heartland, which will be renamed Team Car Care, LLC, was completed in partnership with Mid-Atlantic Lubes, Inc., an existing Jiffy Lube franchisee.
Status: Closed


-PALO ALTO NETWORKS CLOSES ACQUISITION OF EVIDENT TO EXPAND CLOUD SECURITY SOLUTIONS

California, US-based next-generation security company Palo Alto Networks (NYSE: PANW) has closed the acquisition of California, US-based cloud services infrastructure protection provider Evident, the company said. 
Under the terms of the agreement, Palo Alto Networks will acquire Evident for a total purchase price of USD 300m to be paid in cash. The acquisition is expected to close during Palo Alto Networks fiscal third quarter, subject to satisfaction of customary closing conditions.
Status: Closed

-PEAK ROCK CAPITAL AFFILIATES CLOSES INVESTMENT IN CLOUDNINE, ACQUISITION OF LEXISNEXIS E-DISCOVERY PRODUCT SUITE
An affiliate of US-based middle market private equity firm Peak Rock Capital has made a significant investment in e-discovery SaaS solutions provider CloudNine, the firm said. Peak Rock and CloudNine have also simultaneously acquired the e-discovery business from LexisNexis, which includes the LAW PreDiscovery, Early Discovery Analyzer, and Concordance products as well as the development, sales, and services teams supporting them.
With this acquisition, the company provides innovative and industry leading cloud-based and on-premise solutions to over 2,000 of the top legal and business customers in North America.
Status: Closed

-M III ACQUISITION CLOSES MERGER WITH IEA ENERGY SERVICES
US-based special purpose acquisition company M III Acquisition Corp. (NASDAQ: MIII) (NASDAQ: MIIIU) (NASDAQ: MIIIW) has closed its merger with US-based renewable energy engineering, procurement and construction company IEA Energy Services LLC, the company said.
This deal was announced last November. IEA Energy Services holds the operating assets of Infrastructure and Energy Alternatives, LLC, a holding company established to acquire and manage industry leading companies delivering infrastructure solutions for the renewable energy, traditional power, and civil infrastructure industries.
Status: Closed