Deal Pipeline
Monday 28 March 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-PULASKI FINANCIAL CLAIMS WIN IN MERGER-RELATED SUIT

A Missouri court has dismissed the putative class action lawsuit captioned Patel v. Douglass, et al., filed in the Circuit Court of the County of St. Louis, Missouri, Case No. 16SL-CC00406 against US-based bank holding company Pulaski Financial Corp.'s (NASDAQ: PULB) board of directors, the company and First Busey Corp. related to the merger of Pulaski with and into First Busey, Pulaski said.
The court, ruling on the company's motion to dismiss, held that the plaintiff's exclusive remedy to challenge the merger is to exercise his dissenter's right to obtain a judicial appraisal and fair value for his shares of company stock.
Status: Closed



-CHINA REGULATOR CLEARS USD 14.84M SCHLUMBERGER-CAMERON TIE-UP

The Chinese Ministry of Commerce (MOFCOM) has cleared the proposed merger of US-based oilfield services firms Schlumberger Ltd. (NYSE: SLB) and Cameron (NYSE: CAM), the companies said.
MOFCOM approval represents the last major closing condition to the proposed merger. As a result, the parties intend to close their transaction on April 1, 2016. The agreement was unanimously approved by the boards of directors of both companies.
Status: Agreed

-FRENCH DRUG DEVELOPER ONXEO CLOSES ACQUISITION OF DNA THERAPEUTICS
French orphan oncology therapeutics specialist Onxeo S.A. (PAR: ONXEO) (NASDAQ OMX: ONXEO) has closed its acquisition of Danish biopharmaceutical company DNA Therapeutics, the company said.
DNA Therapeutics is a privately-held, clinical-stage company known for its signal-interfering DNA (siDNA) repair technology, which is directed at overcoming cancer resistance mechanisms, and includes lead product candidate DT01.
Status: Closed

-LITTLEFUSE CLOSES USD 350M ACQUISITION OF TE CONNECTIVITY'S CIRCUIT PROTECTION BUSINESS
US-based electronic manufacturing company Littelfuse, Inc. (NASDAQ: LFUS) has closed its acquisition of TE Connectivity Ltd.'s (NYSE: TEL) circuit protection business for USD 350m in cash, the company said.
According to Littlefuse, this business has a leading position in polymer-based resettable circuit protection devices with a strong global presence in the automotive, battery, industrial, communications and mobile computing markets. This business is headquartered in Menlo Park, California with manufacturing facilities in Shanghai and Kunshan, China and Tsukuba, Japan.
Status: Closed

-THE CARLYLE GROUP ACQUIRES WHOLESALE INSURANCE BROKER JENCAP, WHOLESALE TRADING CO-OP
US-based alternative asset manager The Carlyle Group has agreed to acquire a majority stake in wholesale insurance broker JenCap Holdings, LLC and the assets of Wholesale Trading Co-Op Insurance Services, the group said.
Wholesale Trading Co-op Insurance Services is a privately-held wholesale insurance specialist serving a group of retail insurance brokers. The firm will be re-named Wholesale Trading Insurance Services, LLC. Wholesale Trading is currently owned by its management team and external private investors.
Status: Closed

-CARMIKE HOLDER DRIEHAUS CAPITAL SAYS AMC DEAL UNDERVALUES COMPANY
Driehaus Capital Management, a Chicago-based investment adviser of funds that own 1,805,478 shares of US-based cinema operator Carmike Cinemas, Inc. (NASDAQ: CKEC), said last week it believes that the company's agreed deal to be acquired by AMC Entertainment Holding "meaningfully undervalues" Carmike Cinemas despite their being some meaningful strategic benefits to the tie-up, the firm said.
Earlier this month, AMC and Carmike entered into a definitive merger agreement pursuant to which AMC will acquire all of the outstanding shares of Carmike for USD 30.00 per share in cash, the companies said. The transaction is valued at approximately USD 1.1bn, including the assumption of Carmike net indebtedness.
Status: Agreed

-FIDELITY AND GUARANTY LIFE TO AMEND SENIOR NOTES TERMS IN CONNECTION WITH MERGER
US-based insurer Fidelity and Guaranty Life's (NYSE: FGL) Fidelity and Guaranty Life Holdings, Inc. subsidiary is soliciting consents from holders of its 6.375% senior notes due 2021 to certain proposed amendments to the indenture governing the notes, the company said.
The consent solicitation is being conducted in connection with an agreement and plan of merger, by and among Fidelity and Guaranty Life, Chinese insurer Anbang Insurance Group Co., Ltd. and the other parties. Last November, Anbang and Fidelity and Guaranty entered into a definitive merger agreement under which Anbang will acquire FGL for USD 26.80 per share, the companies said. The deal is worth around USD 1.57bn.
Status: Agreed

-Q ADVISORS REPRESENT BROADSMART IN MAGICJACK VOCALTEL ACQUISITION
Israeli VoIP cloud-based communications company magicJack VocalTec Ltd. acquired all of the assets of hosted UCaaS provider North American Telecommunications Corp. d/b/a Broadsmart, the company said.
Q Advisors, a global TMT investment banking boutique, acted as exclusive financial advisor to Broadsmart in connection with the transaction. The purchase price for the acquisition is USD 40m, consisting of USD 38m in cash and USD 2m in ordinary shares of magicJack.
Status: Closed

-BLACK DIAMOND CAPITAL MANAGEMENT TO ACQUIRE TWO US STEEL MILLS FROM ARCELORMITTAL
An affiliated investment vehicle of US-based alternative asset management firm Black Diamond Capital Management, L.L.C. has signed a definitive agreement with Luxembourg-based steelmaker ArcelorMittal to acquire ArcelorMittal's LaPlace, LA, Harriman, Tennessee and Vinton, Texas steelmaking and finishing operations, the firm said.
These operations are focused on the production and sale of long carbon steel products in North America.
Status: Agreed

-FEDERAL CAPITAL PARTNERS ACQUIRES TAMPA, FLORIDA APARTMENT COMMUNITY FOR USD 22.4M
US-based real estate investment company Federal Capital Partners (FCP) has closed the USD 22.4m acquisition of Belara Lakes Apartments at 8402 North Waterford Avenue in Tampa, Florida, the company said. 
The 324-unit community is centrally located between the popular North Dale Mabry Highway retail corridor and I-275, with immediate access to the Westshore Business District, Tampa International Airport, International Mall and Raymond James Stadium. This acquisition is FCP's second investment in Florida in the last 90 days.
Status: Closed

-US HEALTH INSURER CENTENE CLOSES USD 6.8BN ACQUISITION OF HEALTHNET
US-based health insurer Centene Corp. (NYSE: CNC) has closed its acquisition of US-based health insurer Health Net, Inc. (NYSE: HNT) in a cash and stock transaction valued at approximately USD 6.8bn, the companies said.
According to Centene, the purchase includes the assumption of approximately USD 500m of debt. The deal, which was announced last July, creates a multi-national healthcare enterprise with more than ten million members across the country and estimated 2015 pro forma premium and service revenues of approximately USD 37bn.
Status: Closed

-US ATM MAKER DIEBOLD MEETS TENDER CONDITION FOR WINCOR NIXDORF SHARES
US-based cash machine maker Diebold, Inc. (NYSE: DBD) has reached 68.9% of shares in German rival Wincor Nixdorf (FWB: WIN) for purposes of satisfying the minimum tender condition of the proposed offer based on the preliminary information received from settlement and custody organisation Clearstream, the company said.
Last November, Diebold has entered a combination agreement with Wincor Nixdorf. Under the terms of the agreement, Diebold offered Wincor Nixdorf shareholders EUR 38.98 in cash plus 0.434 Diebold common shares per Wincor Nixdorf share. This transaction values Wincor Nixdorf, including net debt, at approximately USD 1.8bn, or EUR 1.7bn.
Status: Agreed

-HOMEINNS HOTEL WINS SHAREHOLDER NOD FOR MERGER
Shareholders of Chinese hotel chain operator Homeinns Hotel Group (NASDAQ: HMIN) have approved the company's agreed deal to be acquired by Chinese hotel operator BTG Hotels Co. at a special meeting, the company said.
Pursuant to the merger agreement, BTG will acquire Homeinns Hotel for cash consideration of USD 17.90 in cash per ordinary share of the company or USD 35.80 in cash per American depositary share of the company each of which represents two shares. The deal is worth USD 1.7bn.
Status: Agreed

-APOLLO FUNDS LAUNCH TENDER OFFER FOR US RETAILER THE FRESH MARKET
Certain funds affiliated with US-based alternative investment manager Apollo Global Management, LLC (NYSE: APO) have launched a cash tender offer to purchase all of the outstanding shares of common stock of US-based specialty grocery retailer The Fresh Market, Inc. (NASDAQ: TFM), Apollo said.
The tender offer is being made pursuant to the merger agreement announced by Apollo and The Fresh Market on 14 March 2016 under which certain funds affiliated with Apollo, a leading global alternative investment manager, and certain other investors will acquire The Fresh Market for approximately USD 1.36 bn.
Status: Agreed

-TRITAX BIG BOX REIT ACQUIRES BRAKE BROS DISTRIBUTION CENTRE FOR GBP 25.2M
UK-based real estate investment trust Tritax Big Box REIT plc (LSE: BBOX) has acquired the distribution centre at Portbury Way, Portbury, Bristol, let to UK-based food wholesalers Brake Bros Ltd for a purchase price of GBP 25.2m (USD 35.72m) reflecting a net initial yield of 5.15% to the company, Tritax said.
Tritax said that the purchase has been funded out of equity proceeds, with senior debt finance expected to be introduced in the near term. The property comprises a purpose-built cold store facility with a multi-temperature control system and incorporates modern design features including cross docking with an eaves height of 11 metres.
Status: Closed

-BILBY ACQUIRES UK BUILDING MAINTENANCE SERVICES FIRM DCB, SPOKEMEAD
UK-based gas heating, electrical and building services holding company Bilby plc (AIM: BILB) has acquired UK-based DCB Ltd. for GBP 4m (USD 5.67m) and Spokemead for GBP 8.7m (USD 12.33m), the company said.
DCB provides building, refurbishment and maintenance services to housing associations and local authorities throughout Kent, Sussex, Essex and London. The firm also provides disabled adaptations to occupied homes and public buildings through a specialist division, Living Solutions, which was founded in 2001.
Status: Closed

-ENTERTAINMENT ONE ACQUIRES US REALITY TV PRODUCTION COMPANY
UK-based entertainment company Entertainment One Ltd. (LSE: ETO) has acquired a 65% controlling stake in US-based reality television production company Renegade Entertainment, LLC, eOne said. The Renegade 83 sellers are comprised of David Garfinkle, Jay Renfroe and Renegade Entertainment Holdings, Inc.
eOne has acquired a 65% controlling stake in Renegade 83 for USD 23m, subject to an adjusting payment based upon the adjusted EBITDA performance of Renegade 83 to 31 December 2016. Additionally, put and call options have been agreed, which will enable eOne to acquire the remaining 35% stake after five years.
Status: Closed

-SUMMIT GERMANY CLOSES EUR 25.5M ACQUISITION OF GERMAN OFFICES
German commercial property investment company Summit Germany Ltd. (LSE: SMT) has acquired an office building complex in Oberursel, a suburb of Frankfurt, for a total gross purchase price of EUR 25.5m (USD 28.4m), the company said. The deal was announced in February. The Oberursel complex has ca. 18,000 square meters of lettable area on ca. 19,000 square meters of land and is centrally located in a residential area.
 Summit Germany said that the properties are fully let to a German listed company in the construction industry with good credit rating. The aggregate net rent is ca. EUR 1.8m (similar to NOI), reflecting a NOI yield of 7.0% on the acquisition cost. The weighted average lease length is 11.4 years.
Status: Closed

-NISSIN TO ACQUIRE 17.27% STAKE IN UK-BASED PREMIER FOODS
Japanese noodle maker Nissin Foods has agreed to acquire 17.27% shareholding in UK-based food manufacturer Premier Foods plc (LSE: PFD), the companies said. The stake is worth GBP 73.88m (USD 104.71m) at current prices.
Premier and Nissin seeking to finalise the terms of a relationship agreement, conditional on completion by Nissin of the acquisition and Premier no longer being in an offer period. Nissin Food has now unconditionally agreed to acquire a 17.27% shareholding in Premier from an existing shareholder.
Status: Agreed

-INTERMEDIATE CAPITAL GROUP CASHES IN N/W GLOBAL VENDING STAKE FOR EUR 215.4M
UK-based specialist asset manager Intermediate Capital Group plc (LSE: ICP) and the ICG European Fund 2006 B have realized certain investments in Italian snack and beverage vending machine maker N/W Global Vending S.p.A. for EUR 215.4m (USD 241.55m) in proceeds, the group said.
The original investments by the ICG Group and the fund totalled EUR 90m; total proceeds received at the time of exit are EUR 215.4m, with 36.5% of the proceeds being received by the ICG Group and the remainder received by the fund.
Status: Closed

-PLAZA CENTERS CLOSES EUR 0.66M SALE OF ROMANIAN PROPERTY
Dutch property developer and investor Plaza Centers N.V. (LSE: PLAZ) has completed the sale of its 23,880 sqm site in Slatina, Romania, to a third party developer for EUR 0.66m (USD .74m), the company said.
Plaza Centers said the price is consistent with the asset's last reported book value. The disposal is in line with the company's ongoing strategy to deleverage the business, dispose of non-core trading assets and focus on its core yielding assets across the portfolio.
Status: Closed

-ONE SAVINGS BANK ACQUIRES GBP 112M UK MORTGAGE PORTFOLIO
UK-based financial services firm One Savings Bank plc (LSE: OSB) has completed the purchase of a portfolio of UK first charge residential mortgages, the bank said. The outstanding balance of the portfolio was GBP 112m as at 29 February 2016 and the bank said that the portfolio is being acquired at a discount to par.
Approximately 94% of the mortgages are owner occupied with the remainder being buy-to-let with a weighted average seasoning of around nine years. The weighted average current loan-to-value of around 75%.
Status: Closed

-C/S WHOLESALE GROCERS TO ACQUIRE EDSUNG FOODSERVICE
Keene, New Hampshire-based grocery wholesaler C/S Wholesale Grocers, Inc.'s Hawaiian Housewares Ltd. subsidiary has signed an asset purchase agreement to acquire the operations of Hawaii-based bakery and restaurant supplies provider Edsung Foodservice Company, the company said.
The sale is expected to close in late April 2016, at which point the Edsung business will be consolidated into the Hansen Distribution Group, a division of C/S. Edsung was founded in 1946 by Sungdai Choi as a family-owned broadline foodservice distributor. C/S Wholesale Grocers is a wholesale grocery supply company and supply chain company.
Status: Agreed

-6FUSION ACQUIRES GLOBAL IT HARDWARE MARKETPLACE MARKTX
US-based IT provider 6fusion has entered into an asset purchase agreement (APA) with US-based IT hardware marketplace MarkITx to acquire substantially all of MarkITx's assets, the company said.
MarkITx built technology to help businesses understand the value of their IT Infrastructure and recoup budget by selling their used equipment in an online auction.
Status: Closed

-GENERAL STEEL SELLS CHINESE STEELMAKER MAOMING HENGDA FOR USD 51M
China-based iron orr and steel products trader General Steel Holdings, Inc. (NYSE: GSI), along with its 1% minority interest holder, has jointly signed an equity transfer agreement to sell 100% of the equity interest in China-based steel products maker Maoming Hengda Steel Co., Ltd. to China-based joint venture Tianwu Tongyong International Trade Co., Ltd, for RMB 331.3m or approximately USD 51m, the company said.
General Steel estimates that it will be able to realise a net equity gain of RMB 452.7m (approximately USD 70m), which should substantially enhance its net book value.
Status: Agreed

-YOU42 ACQUIRES DAILY FANTASY SPORTS APP RIVALRY GAMES
Georgia-based social entertainment network You42 has acquired US-based fantasy sports company Rivalry Sports, the company said.
Following the acquisition, You42 aims to roll out the daily fantasy platform in Europe, where it will expand the sports offering to the likes of Soccer, Cricket and Rugby. You42 will take over day-to-day operations of Rivalry Games from its head office in Atlanta, where it will integrate the daily fantasy sports solution into its content driven social entertainment network.
Status: Closed

-FOCUS SEARCH PARTNERS ACQUIRES US EXECUTIVE SEARCH FIRM CHARLSON PARTNERS
San Francisco-based retained executive search firm Charlson Partners and US-based hiring solutions company Vaco's US-based retained executive search division Focus Search Partners have formed a partnership, the companies said.
Charlson Partners conducts senior executive search assignments for enterprise technology and service companies. The company's client base includes enterprise technology platforms, as well as Silicon Valley private equity-owned and venture capital-backed organiSations.
Status: Closed

-SUDLER AND HENNESSEY GROUP ACQUIRES DIGITAL MARKETING FIRM VISCIRA
US-based healthcare communications network Sudler and Hennessey Group has acquired US-based healthcare digital marketing firm Viscira, the company said. Viscira develops interactive solutions that provide communication delivery for the life sciences industry.
Through this transaction, Viscira brings technology expertise and digital solutions to Sudler. Viscira has an established blue chip client base and serves 17 of the world's top 25 pharmaceutical companies comprising over 135 unique brands.
Status: Closed

-MICHAEL J. FOX FOUNDATION FOR PARKINSON'S RESEARCH TO ACQUIRE PARKINSON'S ACTION NETWORK
US-based policy advocate Parkinson's Action Network will cease to operate as an independent organisation and integrate into the US-based advocacy entity Michael J. Fox Foundation for Parkinson's Research so that the two organisations can operate as one to advance public policy priorities and better treatments for people living with Parkinson's disease, the company said.
The move leverages MJFF and PAN's respective expertise in drug development and public policy in support of people living with Parkinson's.
Status: Agreed
-INVO HEALTHCARE ACQUIRES SPECIAL ED PROVIDER THERAPY
US-based special education provider Invo HealthCare Holdings has acquired US-based special education service provider Progressus Therapy, LLC, the company said.
Invo HealthCare said that the combination will expand the school and community-based services provided by the organisation. Both Invo and Progressus partner with school districts, charter schools and early intervention agencies to provide qualified special education and related services professionals.
Status: Closed

-PULMUONE TO ACQUIRE SOY FOODS FIRM VITASOY USA
Korea-based holding company Pulmuone Foods Co., Ltd. has agreed to purchase the assets of Ayer, Massachusetts-based soy foods company Vitasoy USA Inc. the company said.
The acquisition, which includes the Nasoya, Azumaya and San Sui brands, will help to solidify its footholds within the global tofu markets of Korea, US, Japan and China.
Status: Agreed

-ENLIVANT ACQUIRES TWO SENIOR LIVING COMMUNITIES IN GEORGIA FOR USD 10M
Chicago, Illinois-based senior living provider Enlivant has acquired two senior housing communities in Georgia, consisting of 89 units, from Rome, Georgia-based senior lifestyles provider Winthrop Senior Living for USD 10m, the company said.
The two properties are Winthrop West in Rome and Winthrop at Polk in Cedartown. The two towns are near to each other, approximately 70 miles northwest of Atlanta. Winthrop West was built in 1999 and comprises 42 memory care units in a 25,591-square-foot facility on 3.7 acres.
Status: Closed