Deal Pipeline
Tuesday 29 March 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-AFFYMETRIX TURNS BACK TO THERMO FISHER, REAFFIRMS COMMITMENT TO DEAL

US-based gene testing company Affymetrix, Inc.'s (NASDAQ: AFFX) board of directors has determined that the unsolicited merger proposal submitted by Origin Technologies Corp., LLC on 22 March does not constitute a Superior Proposal, as defined in Affymetrix' merger agreement with Thermo Fisher Scientific Inc. (NYSE: TMO) and recommends against the Origin proposal, the company said.
Origin Technologies Corp., LLC is a newly created entity owned by a group of former Affymetrix executives, the company said. The company submitted a proposal to acquire Affymetrix, Inc. for USD 16.10 per share in an all-cash transaction valued at approximately USD 1.5bn. In January, the boards of Thermo Fisher Scientific and Affymetrix agreed a deal under which Thermo Fisher's acquisition of Affymetrix for 14.00 per share in cash.
Status: Agreed

-DATA INFRASTRUCTURE MANAGEMENT SPECIALISTS VIRTUAL INSTRUMENTS, LOAD DYNAMIX TO MERGE
US-based infrastructure performance management specialist Virtual Instruments and storage performance analytics specialist Load DynamiX have entered into a definitive agreement under which the companies will merge to create an end-to-end infrastructure DevOps platform, the company said.
HighBar Partners will lead a new USD 20m investment round into the combined company. Additional investors in the new company include Azure Capital Partners, Kinetic Ventures and Benhamou Global Ventures, the investment fund founded by Eric Benhamou, former CEO of 3Com.
Status: Agreed

-CAMERON EXPRESSES "NO OPINION" ON SCHLUMBERGER DEBT TENDER OFFER
US-based oilfield services company Cameron (NYSE: CAM) is expressing no opinion on an offer by Schlumberger Holdings Corp. to purchase up to USD 1.2bn aggregate principal amount of the outstanding senior notes of Cameron in connection with the two companies' merger, Cameron said.
Cameron is therefore not making recommendation to bondholders on whether it thinks they should accept the Schlumberger offer. On 22 March, Schlumberger announced it had commenced a tender offer to purchase up to USD 1.2bn aggregate principal amount of the outstanding senior notes of US-based acquisition target Cameron International Corp.
Status: Agreed

-US WEALTH MANAGERS MERCER ADVISORS, KANALY TRUST TO MERGE
US-based wealth managers Mercer Advisors and Kanaly Trust have reached a definitive agreement to merge, the firms said.
Upon the merger completion, the combined company will manage assets exceeding USD 8bn making it one of the largest independent wealth managers in the United States. The combined company will be led by David H. Barton, chief executive officer of Mercer Advisors. Mercer Advisors was acquired by Genstar Capital, a private equity firm, last year.
Status: Agreed

-MARRIOTT INTERNATIONAL REAFFIRMS COMMITMENT TO ACQUIRE STARWOOD
US-based hotel operator Marriott International, Inc. (NASDAQ: MAR) has reaffirmed its commitment to acquire Starwood Hotels and Resorts Worldwide, Inc. (NYSE: HOT), confident that the previously announced amended merger agreement is the best course for both companies, Marriott said.
Marriott will adjourn to 8 April a special meeting of stockholders to vote on the acquisition. Starwood's board has determined that a revised proposal from a consortium consisting of Anbang Insurance Group Co., Ltd., J.C. Flowers and Co. and Primavera Capital Ltd. is reasonably likely to lead to a "Superior Proposal" as defined in Starwood's merger agreement with Marriott.
Status: Agreed

-US UTILITY OPERATORS HAWAIIAN ELECTRIC, NEXTERA ENERGY CLAIM BROAD HAWAII SUPPORT FOR MERGER
US-based utility operators NextEra Energy Inc. (NYSE: NEE) and Hawaiian Electric Industries (NYSE: HE) said on Tuesday that their proposed merger has gained the support of five Native Hawaiian organizations. These organizations include the Native Hawaiian Chamber of Commerce, Native Hawaiian Hospitality Association, Imua Hawaii, Sovereign Councils of the Hawaiian Homelands Assembly and King Kamehameha Hawaiian Civic Club.
With this announcement, more than 70 groups and organizations have expressed support for the pending merger of the two companies, the companies said. Last December NextEra Energy and the companies have agreed to combine. The transaction, which is valued at approximately 4.3bn, includes the assumption of 1.7bn in HEI debt and excludes HEI's banking subsidiary.
Status: Agreed

-EFG HERMES TO ACQUIRE MAJORITY STAKE IN PAKISTANI BROKERAGE INVEST AND FINANCE SECURITIES
Egyptian investment bank EFG Hermes plans to acquire approximately 51% of total issued shares of Pakistani brokerage and corporate financial services firm Invest and Finance Securities Ltd (KA: IFSL), the bank said. IFS has a total shareholders' equity of USD 1.9m.
The company provides financial brokerage, corporate finance and financial research, and has offices/branches in Karachi and Lahore in Pakistan.
Status: Agreed

-OOREDOO'S WI-TRIBE CLOSES SALE OF PAKISTAN UNIT
Qatari teleccommunications company Ooredoo Q.S.C.'s wi-tribe ltd subsidiary has concluded the sale of wi-tribe Pakistan to telecommunications firm HB Offshore Investment Ltd. for a cash amount of approximately QAR 32.7m (USD 8.98m), the company said on Tuesday.
Wi-tribe said that the price in line with the carrying value of the asset. HB Group is well established within the telecommunications sector in Pakistan, and is planning to expand further.
Status: Closed

-ROMANIAN ELECTRIC COMPANY ELECTRICA ENDS ACQUISITION TALKS WITH FP
Negotiations between Romanian state owned electric power supply and distribution company Electrica S.A. and Romanian enterprise Fondul Proprietatea in relation to a potential acquisition by Electrica of the minority participations held by FP in several businesses have ended with no deal struck, Electrica said on Tuesday.
On 10 November 2015, the board of Electrica was empowered by shareholders to negociate with Fondul Proprietatea in relation to a potential acquisition by Electrica of the minority participations held by FP in several subsidiaries.
Status: Terminated

-QATAR NATIONAL BANK SEEKS TURKISH COMPETITION AUTHORITY CLEARANCE OF FINANSBANK DEAL
Qatar National Bank S.A.Q. has applied to the Turkish Competition Authority for approval of transfer of Turkish financial services firm Finansbank's shares to QNB, the bank said.
Last December, Qatar National agreed to buy Finansbank from National Bank of Greece for EUR 2.7bn (USD 3.02bn). Finansbank has 647 branches, more than 5.3m customers and USD 19.5bn in loans. Qatar National Bank said that it saw the deal as a way to capitalize on expanded trade between Turkey and the Middle East region that has occurred in recent years.
Status: Agreed

-TMT INVESTMENTS SELLS "SIZABLE PART" OF HOLDING IN STOCK PHOTO MARKETPLACE
UK-based investment company TMT Investments plc (LSE: TMT), which invests in Internet-based companies, has sold a sizable part of its holding in US-based stock photo marketplace Depositphotos, Inc. for USD 5.85m to a private European investor, the company said.
TMT's net cash consideration received pursuant to the transaction is USD 5.83m. The company's remaining fully diluted equity stake in Depositphotos is approximately 16.7%. The company will use the proceeds of the sale to pursue its investment strategy.
Status: Closed

-CADOGAN PETROLEUM CONFIRMS MERGER APPROACH TO ASCENT RESOURCES
UK-based, Ukraine-focused oil and gas company Cadogan Petroleum plc (LSE: CAD) confirms that it has made a highly preliminary approach regarding a possible combination with UK-based E/P firm Ascent Resources plc (LSE: AST), the company said.
Ascent Resources made its own announcement of the merger talks on 24 March. Ascent has interests in Slovenia. Both companies note that there can be no certainty that an offer will be made or as to the terms of any offer.
Status: Talks

-RANDALL AND QUILTER ACQUIRES RANK INSURANCE
UK-based insurer Randall and Quilter Investment Holdings Ltd.'s (LSE: RIL) Randall and Quilter II Holdings Ltd unit has acquired Rank Insurance Ltd. a Guernsey captive in run-off, from Rank Overseas Holdings Ltd., the company said.
According to R/Q, regulatory approval for the acquisition has been granted. RIL will be amalgamated into Capstan Insurance Co. Randall and Quilter pursues a buy and build strategy and has created a range of investment activities and services in the global non-life insurance market.
Status: Closed

-WILMINGTON ACQUIRES LIFE SCIENCE, HEALTHCARE SPECIALIST EVANTAGE CONSULTING IN GBP 6M DEAL
UK-based consulting firm Wilmington plc (LSE: WIL) has acquired UK-based specialist healthcare and pharmaceutical analytics solutions provider Evantage Consulting Ltd, the firm said.
Wilmington is paying an initial GBP 1.4m (USD 2m), with a deferred cash consideration of up to GBP 4.6m (USD 6.57m) by 2020 based on stretching profit based targets. The transaction will be financed out of the group's existing GBP 65.0m multi-currency debt facility. Evantage will strengthen analytics offerings across Wilmington's healthcare business.
Status: Closed

-INDUSTRIAL COLOR BRANDS ACQUIRES EBAY ENTERPRISE STUDIO DIVISION
US-based digital production company Industrial Color Brands has acquired US-based marketing company eBay Enterprise Marketing Solutions' Studio Division, purchasing its e-commerce studios in New York, New York, King of Prussia, Pennsylvania, and Louisville, Kentucky, the company said.
The Studio Division of eBay Enterprise Marketing Solutions specialises in ecommerce photography services that enable brands and retailers to deliver consistent omni-channel experiences across all retail touch points.
Status: Closed

-I SQUARED CAPITAL AGREES TO ACQUIRE IRISH ENERGY FIRM VIRIDIAN GROUP
US-, UK-, Asia-based infrastructure investment manager I Squared Capital has agreed to acquire Ireland-based energy company Viridian Group Holdings Ltd. from US-based real estate company Arcapita, the firm said.
ISQ Global Infrastructure Fund is to acquire 100% of Viridian in an all-cash transaction, which is expected to complete during 2Q16. Viridian's generation portfolio consists of 747mw of gas-fired combined-cycle generating technology capacity and 225mw of onshore wind assets in operation and construction.
Status: Agreed

-CHINA DISTANCE EDUCATION TO BUY CHINESE EDUCATION SOFTWARE FIRM XIAMEN NETINNET
China-based online education company China Distance Education Holdings Ltd. (NYSE: DL) has agreed to acquire an 80% equity interest in China-based learning simulation software provider Xiamen NetinNet Software Co., Ltd. for a total consideration of USD 32.6m (RMB 212m), the company said.
Xiamen NetinNet specialises in practical accounting-related learning solutions for China's college market. The acquisition is an all-cash transaction, and is expected to close in CDEL's third quarter of fiscal 2016, subject to the satisfaction of customary closing conditions.
Status: Agreed

-HASTINGS EQUITY PARTNERS ACQUIRES US DISTRIBUTOR CACTUS FUEL
US-based private equity firm Hastings Equity Partners has made its fifth Fund III platform investment in US-based fuel distributor Cactus Fuel, LLC, the company said.
Based in Midland, Texas, Cactus Fuel is a value-added distributor of fuel and lubricants to upstream and midstream customers throughout the Permian Basin. Founded in 2012, Cactus Fuel works in the most active shale play in the US.
Status: Closed

-ARSENAL CAPITAL PARTNERS TO COMBINE PACIFIC URETHANES, ELITE FOAM, HSM FOAM PRODUCTION ASSETS
New York-based private equity firm Arsenal Capital Partners has invested in Elite Foam, Inc. and has agreed with Hickory Springs Manufacturing Co. to acquire its foam production assets (US-based HSM Foam), the company said.
The HSM Foam asset purchase is subject to customary conditions to closing and is expected to close early in the second quarter of 2016. Earlier in March, Arsenal announced its investment in specialty polyurethane foam materials developer Pacific Urethanes LLC.
Status: Agreed

-INVESTORS REAL ESTATE TRUST ACQUIRES USD 72.5M MULTIFAMILY PORTFOLIO IN MINNESOTA, USA
US-based real estate investment trust Investors Real Estate Trust (NYSE: IRET) (NYSE: IRETPR) (NYSE: IRETPRB) has acquired a 393-unit luxury townhome portfolio in Rochester, Minnesota for USD 72.5m, the company said.
The townhome portfolio consists of four multifamily communities with a central leasing and management office and a community building and has a total of 393 two- and three-bedroom units. These properties were originally built between 1990 and 2010. Avalon Cove at 3202 Avalon Cove Lane NW is a 187-unit property.
Status: Closed

-INVESTORS REAL ESTATE TRUST SELLS STUDENT HOUSING PORTFOLIO FOR USD 5.6M
US-based real estate investment trust Investors Real Estate Trust (NYSE: IRET) (NYSE: IRETPR) (NYSE: IRETPRB) has sold a student housing portfolio located in St. Cloud, Minnesota, the company said.
The company received USD 5.6m in proceeds. This portfolio consists of eight buildings comprising 391 units, located in St. Cloud, Minnesota. Investors Real Estate Trust invests in real estate markets of United States.
Status: Closed

-US TECHNOLOGY FIRM ECOARK MERGES WITH MAGNOLIA SOLAR
US-based technology company Ecoark Holdings, Inc. (OTCQB: EARK), formerly Magnolia Solar Corp. (OTCQB: MGLTD), has completed the merger of one of its subsidiaries with Ecoark, Inc., the company said.
As a result, Ecoark Holdings, Inc. will consolidate the operations of Ecoark and Magnolia Solar Inc., its current subsidiary. The company's common shares now trade with the symbol MGLTD. After 20 trading days, the company's ticker symbol will continue as EARK.
Status: Closed

-ADAPTIVE MEDIAS TO MERGE WITH ADSUPPLY IN CASH AND SHARES DEAL
US-based video technology company Adaptive Medias, Inc. (OTCQB: ADTM) has executed a letter of intent to merge with Los Angeles-based digital advertising technology firm AdSupply, Inc., the company said.
Adaptive Medias will pay USD 8m in cash and issue stock representing approximately 53% of the company post merger to AdSupply in consideration for the merger.
Status: Agreed

-ACLARIS THERAPEUTICS AGREES TO ACQUIRE VIXEN PHARMA
US-based clinical stage specialty pharmaceutical company Aclaris Therapeutics, Inc. (NASDAQ: ACRS) has agreed with stockholders of Delaware-based pharmaceutical company Vixen Pharmaceuticals, Inc. to acquire all of the stock of Vixen, the company said.
As a result of this transaction, Aclaris acquired worldwide rights to intellectual property licensed to Vixen by Columbia University covering the use of certain Janus Kinase inhibitor compounds for the treatment of alopecia areata, androgenetic alopecia and other dermatological conditions.
Status: Agreed

-VALERO ENERGY PARTNERS TO ACQUIRE MCKEE TERMINAL SERVICES BUSINESS FOR USD 240M
US-based midstream energy MLP Valero Energy Partners LP (NYSE: VLP) will acquire the McKee Terminal Services business from a subsidiary of Valero Energy Corp. (NYSE: VLO) for total consideration of USD 240m, the partnership said.
The terms of the transaction were approved, subject to the execution of definitive documentation, by the board of directors of the general partner, following the approval and recommendation of the board's conflicts committee.
Status: Agreed

-STOBART GROUP GAINS OPTION TO ACQUIRE LIVERPOOL LEASEHOLD
UK-based infrastructure and support services group Stobart Group Ltd (LSE: STOB) has entered into an agreement for lease and an option to purchase agreement with Ford Motor Co Ltd., the current tenant of 47 acres of the 53 acre investment property at Speke in Liverpool, the group said.
A six acre, long-leasehold element not used by the tenant also remains available for future development by the group. The agreement to Lease with the existing tenant is based on a new 20 year lease commencing 1 July 2016 at an initial rent of GBP 2.16m p.a. The existing rent is GBP 1.46m p.a.
Status: Agreed

-TANGENT COMMUNICATIONS PROCEEDS WITH MANAGEMENT BUYOUT
UK-based Tangent Holdings UK Ltd. has received valid acceptances of an increased offer and acquired shares in UK-based digital and direct communications company Tangent Communications plc in respect of an aggregate of 241,715,774 Tangent shares, representing approximately 85.89% of the shares to which the offer relates, the group said.
Status: Agreed

-AURASIAN MINERALS RECEIVES OFFER ACCEPTANCES FROM 89.99% OF MOROCCAN MINERALS SHAREHOLDERS
UK-based junior exploration company Aurasian Minerals plc (LSE: AUM) has received acceptances from shareholders of Jersey-based private exploration company Moroccan Minerals Ltd. representing 89.99% of the outstanding shares of MML in relation to the offer from Aurasian for the acquisition of all of the outstanding shares of MML, the company said.
MML and Aurasian have agreed to keep the offer open until 15 April 2016 in order to give the remaining MML Shareholders the opportunity to return their votes.
Status: Agreed

-HAYWARD TYLER CLOSES SALE/LEASEBACK DEAL ON PETER BROTHERHOOD SITE
UK-based specialist engineering group Hayward Tyler Group plc (AIM: HAYT) have closed the sale and leaseback of its 11.5 acre Peter Brotherhood site in Peterborough with Helical (Peterborough) Ltd a special purpose vehicle owned by Helical Bar plc, the group said.
Peter Brotherhood is a UK engineering business specialising in steam turbines, reciprocating gas compressors and combined heat and power units for the power generation, oil and gas and marine markets.
Status: Closed

-EMPIRIC ACQUIRES READING, UK STUDENT ACCOMMODATION FOR GBP 13M
UK-based student housing owner/operator Empiric Student Property plc (LSE: ESP) has acquired the freehold of an 83 bed, premium student accommodation property in Reading, England for a consideration of GBP 13m (USD 18.56m), the company said.
Empiric bought the property from the developer, Bywater Properties. Saxon Court, the group's first acquisition in Reading, was newly built for the 2015/16 academic year to a high specification.
Status: Closed

-UNIBAIL-RODAMCO CLOSES EUR 270M SALE OF PARIS OFFICE BUILDING
France-based commercial property company Unibail-Rodamco has closed the disposal of the 2-8 Ancelle office building in Paris, the company said.
Under the deal, which was entered into in December 2015, Unibail-Rodamco disposed of the office building located 2-8 rue Ancelle in Neuilly-sur-Seine (Paris region) to a joint-venture between ACM Vie SA and funds managed by Amundi Immobilier. The total price is EUR 270.8m (USD 305.30m).
Status: Closed

-JD SPORTS FASHION CLOSES ACQUISITION OF DUTCH RETAILERS AKTIESPORT, PERRY SPORT
UK-based sports, fashion and outdoor brands retailer JD Sports Fashion Plc has closed the acquisition of the trading assets and trade of the Aktiesport and Perry Sport fascias from the Netherlands-based trustee of Unlimited Sports Group BV, the company said.
Unlimited Sports Group was declared bankrupt by the court of Amsterdam on 23 February 2016. A total cash consideration of EUR 26.5m (USD 29.62m) was payable excluding fees, retention of title and other claims arising consequent upon the bankruptcy process.
Status: Closed

-FINNISH AUTOMOTIVE SUPPLIER PKC ESTABLISHES CHINA JV
Finnish vehicle electrical systems maker PKC Group plc has signed a joint venture contract with Anhui Jianghuai Automobile Co., Ltd's Hefei Jianghuai Automobile Co., Ltd subsidiary, the group said.
The joint venture will comprise current wiring harness business of JAC group with the aim to gradually take-over also other, currently outsourced, wiring systems business.
Status: Agreed