Deal Pipeline
Monday 30 April 2018
The following is a list of deals covered in detail by M and A Navigator this week:

-FFI HOLDINGS ACQUIRES FILM DISTRIBUTOR SIGNATURE ENTERTAINMENT

US-based entertainment industry completion contracts provider FFI Holdings plc (AIM: FFI) has acquired UK-based firm distributor Signature Entertainment UK, the company said. Founded in 2011, Signature has released over 600 titles and established itself as a distributor of diverse entertainment titles to a broad UK audience in cinemas and at home.
The company acts as an aggregator for Netflix, Amazon Prime and Sky as well as other streaming services. FFI has acquired Signature for a consideration comprising initial payment of USD 5m in cash followed by four annual payments of 13.75% of Signature's prevailing EBIT at a 5 times multiple. Signature has generated a trailing twelve-month EBIT of approximately USD 2m.
Status: Closed



-GOLD MINING TO PURCHASE GOLD ASSETS IN RUSSIAN REGION OF CHUKOTKA

UK-based miner Highland Gold Mining Ltd. (AIM: HGM) has signed an agreement to acquire from Cyprus-registered Aristus Holdings Ltd. a 100% interest in three companies, owning one operating gold mine and two significant licence areas in the Russian region of Chukotka, the company said.
The consideration payable pursuant to the acquisition is USD 91m, with approximately USD 78.7m to be satisfied by the issue of 38,621,343 ordinary shares of GBP0.001 each, and the balance by the assumption of approximately USD 12.3m of net debt. Chukotka is one of Highland Gold's core operating regions and hosts the company's premier development project, Kekura, as well as the Klen development project.
Status: Agreed

-SHEARWATER GROUP ACQUIRES UK CYBER SECURITY EXPERT CRYSTAL IT SERVICES
UK-based digital resilience group Shearwater Group plc (AIM: SWG) has acquired the business and assets of Cardiff, UK-based cyber security and business information technology solutions provider Crystal IT Services Ltd., the group said.
Founded in 2004 by its current managing director, Chris Benson, Crystal IT has a portfolio of customers including a number of small and medium enterprises and not-for-profit organisations, to whom it provides information, network and application security solutions, cyber essentials advice, and outsourced IT services and training for companies seeking compliance with the upcoming GDPR legislation.
Status: Closed

-U AND I GROUP SELLS CHARLTON RIVERSIDE FOR GBP 58M
UK-based regeneration developer and investor U and I Group plc (LSE: UAI) has sold its holding at Charlton Riverside in Greenwich for GBP 58m (USD 79.58m) in line with the upper end of guidance for 2019, the company said.
Acquired in 2015 for c.GBP27m, a combination of the Greenwich area's increased popularity and the adoption of the Charlton Riverside Masterplan which designated the area as suitable for residential-led development, led to several approaches from interested parties and the resulting sale to a housing association. U+I is a specialist regeneration developer and investor.
Status: Closed

-PRAXAIR, LINDE MERGER RECEIVES CFIUS CLEARANCE
The proposed merger between between US-based industrial gas company Praxair, Inc. (NYSE: PX) and Germany's Linde AG (Xetra: LIN) has received clearance from the Committee on Foreign Investment in the United States (CFIUS), satisfying a closing condition (Regulatory Condition CFIUS Approval), the companies said.
Linde plc is a public limited company formed on April 18, 2017, that will become the parent company of Praxair, Inc. and Linde AG upon the completion of the business combination.
Status: Agreed

-WORLDWIDE FACILITIES CLOSES ACQUISITION OF SPECIALTY INTERMEDIARY THE SULLIVAN GROUP
US-based wholesale insurance broker and managing general agent Worldwide Facilities, LLC has completed the acquisition of national specialty intermediary Gerald J Sullivan and Associates Inc, which trades as "The Sullivan Group", the company said.
Formed in 1981, Sullivan is an insurance programme manager, contract binding authority manager and wholesale broker offering its products and services nationally through retail insurance agents and brokers. Sullivan has been dedicated to providing retail producers the best possible service, professionalism and expertise, based on strong, lasting relationships with insurance companies and retail producers.
Status: Closed

-QUALCOMM 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. The tender offer is now scheduled to expire on 11 May, unless extended or earlier terminated, in either case pursuant to the terms of the purchase agreement.
Status: Agreed

-CHINA'S SINOVAC BIOTECH AGREES TO AMENDED 'GONG PRIVATE' TRANSACTION
Chinese vaccine maker Sinovac Biotech Ltd. (NASDAQ: SVA) has entered into Amendment No. 2 to its amalgamation agreement to further amend an amalgamation agreement, dated as of 26 June 2017, among the company, Sinovac (Cayman) Ltd. and Sinovac Amalgamation Sub Ltd., a wholly-owned subsidiary of Sinovac (Cayman) Ltd, the company said.
Under the terms of the deal, the amalgamation agreement may be terminated by the company or parent if the amalgamation of Amalgamation Sub with and into the company has not occurred on or before April 26, 2018. Sinovac Biotech has been the subject of a bidding war between company chairman and CEO Weidong Yin and a buyer consortium led by Chinese drugmaker Sinobioway.
Status: Agreed

-UNITED AIRLINES UPS STAKE IN BRAZILIAN CARRIER AZUL TO 8%
US-based carrier United Airlines has concluded a private preferred share transaction with China's Hainan Airlines, in which United upped its stake in Brazilian carrier Azul (NYSE: AZUL) from 3.7% to 8%, Azul said.
The transaction increased United's economic stake in Azul from 3.7% to 8%.
Status: Closed

-MILLICOM COMPLETES SALE OF TIGO SENEGAL OPERATION
Luxembourg-based telecommunications and media company Millicom (OTC: MICF) has completed a deal announced on 31 July 2017 for the sale of its Tigo Senegal operation to the consortium consisting of NJJ, Sofima and Teyliom Grou, the company said.
NJJ is run by French billionaire Xavier Niel's private holding company while Sofima is a telecommunication investment vehicle managed by the Axian Group. Teyliom Group, which is owned by a Senegalese entrepreneur, is the other member of the consortium. This has been a long-running battle pitting the NJJ-led group against Senegalese money transfer Wari Group, which in mid-2017 agreed to buy the business for USD 129m.
Status: Closed

-FTC CLEARS US GENERIC DRUG SPECIALISTS AMNEAL AND IMPAK TO CLOSE MERGER
The US Federal Trade Commission has cleared US-based drugmakers Amneal Pharmaceuticals LLC and Impax Laboratories, Inc. (NASDAQ: IPXL) to close their planned business combination in an all-stock transaction, the companies said.
The parties have now obtained all regulatory approvals required to close the transaction. Accordingly, the parties expect to consummate the business combination following the close of trading on 4 May 2018.
Status: Agreed

-MELROSE ACQUIRES REMAINING SHARES IN UK ENGINEERING FIRM GKN
UK-based investment company Melrose Industries plc (LSE: MRO) has now acquired, unconditionally contracted to acquire or received valid acceptances of the offer in respect of more than 90% of the value of the shares of UK-based engineering firm GKN and more than 90% of the voting rights carried by the shares, the company said.
GKN was purchased by Melrose in March, in a deal worth GBP 8bn (USD 11.03bn). The firm's aerospace division is a major supplier to the US F-35 fighter jet programme, and its Driveline business supplies major automakers around the world.
Status: Closed

-CIVITAS SOCIAL HOUSING CLOSES ACQUISITION OF TWO UK INVESTMENTS
UK-based social housing REIT Civitas Social Housing plc (LSE: CSH) has completed the purchase of two further investments of specialist supported living properties for a total consideration of GBP 6.4m (USD 8.82m), the company said.
The first investment comprises two specialist supported living properties in Stockport, for a total consideration of GBP 4.836m, containing 31 tenancies.
Status: Closed

-LONDON AND ASSICIATED PROPERTIES CLOSES GBP 37.25M SALE OF BRIXTON MARKETS PROPERTY
UK-based real estate investor London and Associated Properties plc (LSE: LAS) has completed the sale of Market Row and Brixton Village to Market Village Ltd. for a combined cash consideration of GBP 37.25m (USD 51.34m), the company said.
According to the company, the property was last valued as at 31 December 2016 the sale represents a substantial profit over the said book value of GBP 24.5m.
Status: Closed

-INFRASTRUCTURE INDIA TO SELL INDIAN ENERGY TO RENEW POWER SERVICES
Isle of Man-based, India-focused infrastructure fund Infrastructure India plc's (LSE: IIP) IIP Group has agreed to sell Indian Energy Ltd, the company said. Indian Energy Ltd. is wholly owned by the IIP Group and is an independent power producer that owns and operates wind farms, with 41.3mw of installed capacity at two sites in the states of Karnataka and Tamil Nadu.
On 27 April 2018, IIP's wholly owned subsidiary Indian Energy (Mauritius) Ltd. entered into a binding conditional share purchase agreement whereby the IIP Group has agreed the sale, subject to regulatory and other approvals, of its 100% interest in the share capital of IEL to ReNew Power Services Private Ltd.
Status: Agreed

-VOLEX ACQUIRES CABLE AND WIRE MAKER MC ELECTRONICS
UK-based power cord and harness assembler Volex plc (LSE: VLX) has closed the acquisition of North-American industrial cables, wire harnesses and electro-mechanical assemblies maker MC Electronics LLC, the company said.
MC Electronics' products are used in medical and industrial applications. MC is a portfolio company managed by Nova Capital Management. MC, which has operations in California and Juarez, Mexico, produces customised cables, wire harnesses and electro-mechanical assemblies for over 40 customers in the North American market.
Status: Closed

-INTREPID ADVISES CONSULTING FIRM KELTON GLOBAL IN SALE TO LRW
US-based middle-market investment bank Intrepid Investment Bankers acted as the exclusive financial advisor to US-based insights and strategy consulting agency Kelton Global on its sale to market research and data analytics company LRW, the bank said.
LRW is a portfolio company of Tailwind Capital. Founded in 2003 by Tom Bernthal and Gareth Schweitzer, Kelton has grown from a two-person office to a global consultancy with a national footprint that is called upon to address critical customer, brand and product needs across the Fortune 1000.
Status: Closed

-PLATFORM EIGHT CAPITAL ENTERS REVERSE TAKEOVER DEAL WITH GROWFORCE HOLDINGS
Canada-based cannabis platform Platform Eight Capital Corp. (TSX Venture: PEC.P) has entered into a binding letter agreement effective April 24, 2018, to complete a transaction pursuant to which Platform will complete a three-cornered amalgamation with cannabis facilities operator GrowForce Holdings Inc., and through its operating subsidiaries and controlled affiliates, a Licensed Producer of cannabis under Health Canada's Access to Cannabis for Medical Purposes Regulations (Canada), the company said.
Status: Agreed

-NAMASTE TO ACQUIRE UP TO 25% EQUITY IN SAME-DAY CANNABIS DELIVERY SERVICE
Canadian medical cannabis delivery systems retailer Namaste Technologies Inc. (CSE: N) (FRA: M5BQ) (OTC: NXTTF) has signed a non-binding letter of intent with Pineapple Express Delivery Inc., whereby Namaste will invest CDN 1m (USD 780,000) to acquire 15% of the share capital of Canadian cannabis delivery service Pineapple Express and obtain a right of first refusal to purchase an additional 10% of the share capital for an additional CDN 1.2m (USD 930,000), the company said.
Pineapple Express currently operates a same-day delivery service for medical cannabis and expects to expand across Canada.
Status: Agreed

-VECTOR SOLUTIONS ACQUIRES TRAINING CONTENT AND SOFTWARE PROVIDER CONVERGENCE TRAINING
US-based e-learning and performance support provider Vector Solutions has acquired US-based training content and software solutions provider Convergence Training, the firm said.
Headquartered in Vancouver, Washington, Convergence Training is a provider of training content and software solutions for industrial operations, manufacturing, and mining, specialising in 3D and animation.
Status: Closed

-ALKALI3 RESOURCES INKS LOI FOR REVERSE TAKEOVER WITH LOOP INSIGHTS
Canadian junior resource exploration stage company AlkaLi3 Resources Inc. (NEX: ALK.H) has entered into an arm's length non-binding letter of intent effective as of April 25, 2018 with Canada-based content company Loop Insights Inc. under which AlkaLi3 will acquire all of the issued and outstanding securities of Loop by way of a share exchange, amalgamation or such other form of business combination as the parties may determine, the company said.
Loop uses hardware and software to collect live streaming consumer micro data to provide its customers real time actionable strategies to improve business efficiency.
Status: Agreed

-ARCHROCK, MLP ARCHROCK PARTNERS STOCKHOLDERS/UNITHOLDER APPROVE MERGER
Stockholders of US-based natural gas contract compression services business Archrock, Inc. (NYSE: AROC) and unitholders of US-based natural gas contract compression services MLP Archrock Partners, L.P. (NASDAQ: APLP) have approved the merger of the two firms, the companies said.
The merger is subject to customary closing conditions and is expected to close on 26 April 2018. Effective 27 April 2018, Archrock Partners common units will no longer be publicly traded on the NASDAQ Global Select Market.
Status: Agreed

-SUNDANCE ENERGY AUSTRALIA ACQUIRES EAGLE FORD ASSETS FOR USD 220.1M
Australia-based, US-focused onshore oil and gas exploration and production company Sundance Energy Australia Ltd. (ASX: SEA) (NASDAQ: SNDE) has acquired approximately 21,900 net acres and 1,800 boe/d of production (average for 4Q18) in the Eagle Ford from a joint venture operated by Pioneer Natural Resources USA, Inc for cash consideration of approximately USD 220.1m, the company said.
The acquisition was funded with proceeds from the company's successful issuance of USD 260m of new equity.
Status: Closed

-CAMEO RESOURCES TO ACQUIRE LABRADOR STAGHORN LAKE COBALT PROJECT
Canadian miner Cameo Resources Corp. (TSX Venture: CRU) (OTC: CRUUF) (FWB: SY7D) has entered into an agreement to acquire the rights to individual mineral showings, collectively referred to as the Staghorn Lake Cobalt Project, the company said.
The Staghorn Lake Cobalt project is in northern Labrador within the Nain Plutonic Suite, situated north of Voisey's Bay. Cameo Resources has agreed to acquire Staghorn Lake cobalt project from arm's-length vendors in exchange for 3m common shares, cash payments totalling CDN 100,000 and the granting of a two-per-cent gross royalty.
Status: Agreed

-CANNABIS TECHNOLOGY FIRM SOLIS TEK TO ACQUIRE ARIZONA OPERATOR AND MANAGEMENT SERVICES AGREEMENT
US-based cannabis technology company Solis Tek, Inc has executed a letter of intent to wholly acquire a limited liability company providing turn-key services related to the management, administration and operation of a licensed medical marijuana cultivation and processing facility in the State of Arizona, the company said.
In December 2010, Arizona voters passed the Arizona Medical Marijuana Act, A.R.S. §36-2801 et seq., which became effective on April 14, 2011, at the time, making Arizona the fourteenth state to pass medical marijuana legislation.
Status: Agreed

-C-BOND SYSTEMS MERGES WITH WEST MOUNTAIN ALTERNATIVE ENERGY
US-based nanotechnology company C-Bond Systems, LLC has completed a merger agreement and plan of reorganisation by and among West Mountain Alternative Energy, Inc. (OTC: WETM), and WETM Acquisition Corp, the company said.
Under the deal, all of the outstanding common units of C-Bond that were issued and outstanding immediately prior to the closing of the merger were converted into an aggregate of 63,505,787 shares of West Mountain's common stock.
Status: Closed

-CONNECTURE COMPLETES TAKE-PRIVATE ACQUISITION BY FRANCISCO PARTNERS
US-based Connecture, Inc., a provider of web-based information systems used to create health insurance marketplaces, has been acquired by affiliates of US-based private equity firm Francisco Partners, the company said.
The transaction was approved by Connecture's board of directors and a shareholder majority, marking a new era for Connecture as it officially becomes a privately-held company. For almost two decades, Connecture has worked together with payers, brokers and government agencies to create quoting, shopping, enrollment and engagement solutions that help people find a health plan. 
Status: Closed

-LA QUINTA WINS SHAREHOLDER NOD FOR WYNDHAM BUYOUT
Stockholders of US-based lodging company La Quinta Holdings Inc. (NYSE: LQ) have approved the company's pending acquisition by Wyndham Worldwide Corp., the company said.
Early this year, Wyndham Worldwide and La Quinta Holdings entered into a definitive agreement under which Wyndham Worldwide will acquire La Quinta's hotel franchise and hotel management businesses for USD 1.95bn in cash.
Status: Agreed

-ARCHROCK, MLP ARCHROCK PARTNERS CLOSE MERGER
US-based natural gas contract compression services business Archrock, Inc. (NYSE: AROC) and US-based natural gas contract compression services MLP Archrock Partners, L.P. (NASDAQ: APLP) have closed their merger transaction, the companies said.
As a result of the transaction, Archrock Partners common units will no longer be publicly traded on the NASDAQ Global Select Market after 26 April. On 1 January, Archrock and Archrock Partners entered into a definitive merger agreement under which Archrock will acquire all of the outstanding common units of Archrock Partners it does not already own for Archrock common stock valued at approximately USD 607m, based on the most recent closing price of Archrock common stock.
Status: Closed

-COMERTON ACQUIRES WIND TURBINE AND AUTOMATIC BALANCING TECHNOLOGY
US-based Comerton Corp. (OTC: COCM) has entered into an asset acquisition agreement to acquire assets related to the development, sales, marketing and distribution of vertical axis wind turbines with automatic balancing technology, the company said.
The acquisition includes, but is not limited to, trademarks, know-how, trade secrets, supply lists and other assets and intellectual property of any kind, relating directly or indirectly to the manufacturing, sales and distribution of the technology for use in the wind turbine, electric motor and generator industries.
Status: Closed

-SUMITOMO FORESTRY AMERICA TO ACQUIRE US REAL ESTATE FIRM CRESCENT COMMUNITIES
US-based residential and commercial real estate company Crescent Communities, LLC and Japan-based Sumitomo Forestry Co., Ltd's US-based Sumitomo Forestry America, Inc housing and wood products business have inked a definitive agreement under which Crescent Communities' three key businesses will be acquired by Sumitomo, the companies said.
The transaction is expected to close in 2Q18 and is subject to customary closing conditions. The transaction is not subject to any financing contingency.
Status: Agreed

-CANADIAN REAL ESTATE INVESTMENT TRUST TO ACQUIRE INTEREST IN DOWNTOWN TORONTO DEVELOPMENT PARCEL
Canadian REIT Canadian Real Estate Investment Trust (TSX: REF.UN) has entered into an agreement to acquire a 50% interest in a development parcel in Toronto, Ontario to develop a purpose-built rental project, the company said.
The property is approximately 0.9 acres, located at 27 Grosvenor Street/26 Grenville Street, near the intersection of Yonge Street and College Street. According to the company, the property is in an exceptional location that is within walking distance to College TTC subway station, the University of Toronto, the hospital network and the downtown financial core.
Status: Agreed