Deal Pipeline
Monday 30 January 2017
The following is a list of deals covered in detail by M and A Navigator this week:

-JACOBS ACQUIRES AUSTRALIAN PROJECT SERVICES FIRM AQUENTA CONSULTING

US-based technical, professional and construction services company Jacobs Engineering Group Inc. (NYSE: JEC) has acquired Australian project services firm Aquenta Consulting, the company said.
Aquenta Consulting serves public and private sector clients in Australia. Aquenta helps owners, operators and investors in infrastructure and property assets achieve their objectives at a strategic, portfolio, program and project level. The 220-person business has been acquired from Amec Foster Wheeler, which has owned Aquenta, formerly known as Currie and Brown, since 2010.
Status: Closed

-ALDRIDGE MINERALS' ACQUISITION OF TURKISH PROPERTY "OVER 91% COMPLETE"
Canadian development stage mining company Aldridge Minerals Inc. (TSX Venture: AGM) has acquired title to or has right to access 91.1% of the Yenipazar project area in Turkey, the company said.
A State-led compulsory court process continues in parallel with ongoing voluntary transactions. The company expects the land acquisition process to be completed in 2017, subject to available funds. As previously reported, the company commenced the acquisition of the surface rights for its Yenipazar Project in October 2014.
Status: Agreed

-DUNES POINT CAPITAL ACQUIRES POWER DISTRIBUTION FROM SMITHS GROUP
US-based private equity firm Dunes Point Capital, LLC has acquired power distribution, static switching, and power monitoring equipment maker Power Distribution, Inc. from UK-based engineering company Smiths Group plc, the firm said.
Smiths bought PDI in 2011, for USD 235m. Located in Richmond, Virginia, PDI designs, manufactures, and services mission critical power distribution, static switching, and power monitoring equipment for corporate data centers, industrial and commercial customers sold under the PDI and Onyx Power brands.
Status: Closed

-EDUCATIONAL TESTING SERVICE TO ACQUIRE QUESTAR ASSESSMENT FOR USD 127.5M
US-based Educational Testing Service has signed a definitive agreement to acquire US-based K–12 assessment solutions provider Questar Assessment Inc., the company said.
ETS will acquire Questar for approximately USD 127.5m subject to certain adjustments as set forth in the transaction agreement. Holders of Questar common stock are expected to receive approximately USD 2.80 per share in the transaction. Subject to regulatory approval and customary closing conditions, Questar will become a separate, for-profit subsidiary of ETS.
Status: Agreed

-EXECUTIVE SEARCH FIRM CHEYENNE MERGES WITH SPORTS, MEDIA AND ENTERTAINMENT SPECIALIST SRI
US-based executive search and consulting firm The Cheyenne Group has merged with sports, media and entertainment staffing specialist Sri, the firm said. Founded in 1999, The Cheyenne Group provides search and consulting services by assisting management teams and boards with the recruitment and selection of senior executives, corporate directors, and other professional personnel for clients in media, entertainment, sports, publishing, technology and information services sectors.
Status: Closed

-PORTON USA TO ACQUIRE CONTRACT CHEMICAL ORGANISATION J-STAR FOR USD 26M
Chinese pharmaceutical CMO Porton Fine Chemicals, Ltd's Porton USA, L.L.C. has entered into a stock purchase agreement with the shareholders of US-based contract chemistry organisation J-Star Research, Inc. under which PTC will acquire J-Star from its shareholders for no more than 26m in cash, the company said.
J-Star has been serving as an outsourcing partner for the pharmaceutical and biotechnology industries since its inception in 1996. There are currently 47 employees with vast working experience in the industry, including 32 PhDs.
Status: Agreed

-RSP PERMIAN SCHEDULES 24 FEBRUARY SHAREHOLDER VOTE ON SILVER HILL ENERGY DEAL
Texas-based oil and natural gas company RSP Permian, Inc. (NYSE: RSPP) has established a record date of 19 January 2017 and a meeting date of 24 February 2017 for a special meeting of its stockholders, the company said.
At the meeting, shareholders will vote on a proposal to approve the issuance of 16,019,638 shares of RSP common stock to Silver Hill Energy Partners II, LLC as partial consideration for RSP's acquisition of Silver Hill E/P II, LLC pursuant to and subject to adjustments provided in an 13 October 2016 deal, by and among the company, RSP Permian, L.L.C., a wholly owned subsidiary of the company, the SHEP II Seller and SHEP II.
Status: Agreed

-1847 PARTNERS CLOSES ACQUISITION OF CINRAM'S EUROPEAN OPERATIONS AND BUSINESS
US-based middle market investor 1847 Partners LLC, in partnership with alternative investment group GEM, has closed its acquisition of the European media manufacturing and supply chain solutions provider Cinram Group from US-based investment firm Najafi, the company said.
Without interruption, the organisation will continue to conduct business under the "Cinram" brand name. Cinram is one of Europe's largest providers of specialised media manufacturing and supply chain solutions, servicing companies and brands within home entertainment, e-Business and traditional retail industries.
Status: Closed

-GROW POD SOLUTIONS ACQUIRES HYDROPONICS PROVIDER MOBILE FARMING SYSEMS
US-based automated indoor farming specialist Grow Pod Solutions has acquired hydroponic grow systems provider Mobile Farming Systems, Inc., the company said. Grow Pod Solutions develops portable agricultural farming environments that can be placed in virtually any location. These advanced transportable systems can be customised to grow a variety of fruits, vegetables, herbs and cash-crops, virtually anywhere.
Grow Pod Solutions also acquired Mobile Farming Systems' United States Patents (US D705,564 S and US 2015/0068121 A1), for ornamental and hydroponic plant-growing stands.
Status: Closed

-MALLINCKRODT CLOSES USD 690M SALE OF NUCLEAR IMAGING BUSINESS
US-based automated indoor farming specialist Grow Pod Solutions has acquired hydroponic grow systems provider Mobile Farming Systems, Inc., the company said.
Grow Pod Solutions develops portable agricultural farming environments that can be placed in virtually any location. These advanced transportable systems can be customised to grow a variety of fruits, vegetables, herbs and cash-crops, virtually anywhere. Grow Pod Solutions also acquired Mobile Farming Systems' United States Patents (US D705,564 S and US 2015/0068121 A1), for ornamental and hydroponic plant-growing stands.
Status: Closed

-MIRAMAR FEDERAL CREDIT MERGES WITH PENFED FOLLOWING MEMBER VOTE
Members of Miramar Federal Credit Union of San Diego, California have voted to merge with America's second-largest federal credit union, Pentagon Federal (PenFed) Credit Union of Tysons, Virginia, the CU said.
New PenFedmembers include military and civilian employees serving our nation at the Marine Corps Air Station in Miramar as well as a host of other members belonging to this proud community. In addition, another 40,000 potential members will become eligible to join PenFed.
Status: Closed

-IRISH NUTRITION GROUP GLANBIA IN 'ADVANCED TALKS' TO CREATE US CHEESE, WHEY JOING VENTURE
Irish performance nutrition and ingredients group Glanbia plc in in advanced discussions for creation of new US joint venture to produce cheese and whey, the group has confirmed.
Last week, the group said it is in advanced discussions with Dairy Farmers of America Inc. Michigan Milk Producers Association and Foremost Farms USA to create a stand-alone joint venture to build and operate a new cheese and whey production facility in the State of Michigan, USA. Upon completion, the plant is projected to process 8m pounds (3.6m litres) of milk per day.
Status: Talks

-SDX ENERGY CLOSES ACQUISITION OR PRODUCING ASSETS IN EGYPT AND MOROCCO
Egypt focused oil and gas company SDX Energy Inc. (TSXV: SDX) (AIM: SDX) has closed the acquisition of a portfolio of oil and gas production and exploration assets in Egypt and Morocco, which were held by Circle Oil plc for a total cash consideration of USD 30m, the company said.
In Egypt, SDX Energy has a working interest in two producing assets (50% North West Gemsa and 50% Meseda) located onshore in the Eastern Dessert, adjacent to the Gulf of Suez. In Morocco, SDX has a 75% working interest in the Sebou concession situated in the Rharb Basin.
Status: Closed

-JARDINE LLOYD THOMPSON ACQUIRES STAKE IN CONSTRUCTION RISK PARTNERS FOR USD 50M
UK-based insurer Jardine Lloyd Thompson Group plc (LSE: JLT) has acquired a 50.1% stake in US-based construction risk and surety specialty insurance broker Construction Risk Partners LLC for a cash consideration of USD 50m, the company said. The consideration is subject to the achievement of performance conditions in the 12 month period following completion.
Terms of the transaction allow JLT to increase its shareholding to 100% over time. CRP counts many of North America's largest contractors as clients and acts as the broker of choice for over 150 construction clients.
Status: Closed

-WRAPMAIL ACQUIRES CANNABIDIOL PROVIER HEALTHMAX GROUP
US-based email stationery specialist WRAPmail, Inc. (OTC: WRAP) has acquired 100% of US-based Cannabidiol provider HealthMax Group, the company said. HealthMax offers Cannabidiol in its near purest form and infuses consumer products with its proprietary nano-technology. HealthMax's solution was designed to increase product efficacy significantly over just CBD alone.
The company is currently selling classic and nano-technology infused CBD products, has actively expanded its sales and distribution channels, and is positioned to take advantage of the incredible growth within the industry.
Status: Closed

-DIXON VALVE AND COUPLING ACQUIRES SENSORS AND ALARMS SPECIALIST ADS CONTROLS
US-based hose fittings, fluid control products and accessories manufacturer Dixon Valve and Coupling Co has acquired Automated Design Services, Inc. (ADS Controls), the company said. The acquisition includes the product brands Outalarm (portable level alarms), Spillguard (automatic high level shutdown systems) and Batchguard (automatic batch control systems) all of which will continue to be offered.
Dixon said the acquisition of ADS Controls expands its sensor technology to include capacitive and ultrasonic-type sensors.
Status: Closed

-HEALTHBRANDS ACQUIRES PET HEALTH PLATFORM ASK THE VETERINARIAN
Canadian medical q/a platform provider HealthBrands Inc. has acquired US-based pet health platform Ask The Veterinarian, the company said. Toronto-based HealthBrands Inc., a family of companies that promotes healthy living, universal healthcare and sport.
Its flagship brand is Ask The Doctor. Ask The Veterinarian launched in 2015 as a forum which provided pet owners a group where they could share concerns about their pets health. All employees of Ask The Veterinarian will go over to HealthBrands Inc.
Status: Closed

-JW CAPITAL ACQUIRES SUSTAINABLE FLORAL BOUQUET PROVIDER ECO FLOWER
US-based investment company JW Capital has acquired full ownership of Utah, US-based sustainable floral bouquet company Eco Flower, the company said. Eco Flower provides floral bouquets and home decor items put together out of recycled and sustainable materials.
After two years in business, Eco Flower has grown 525% year over year, employs close to 120 people, has received multiple national and local business awards, and is the new tenant of an historic warehouse located in downtown Ogden, JW Capital said.
Status: Closed

-INTEGRA LIFESCIENCES LAUNCHES CASH TENDER OFFER TO ACQUIRE TISSUE REGENERATION SPECIALIST DERMA SCIENCES
US-based medical technology company Integra LifeSciences Holdings Corp.'s (NASDAQ: IART) Integra Derma, Inc. subsidiary has launched a cash tender offer to purchase all outstanding common and preferred shares of US-based tissue regeneration company Derma Sciences, Inc. (NASDAQ: DSCI), the company said.
Integra Derma is offering USD 7.00 per share for Derma Sciences' common stock, USD 32.00 per share for Derma Sciences' series A convertible preferred stock and USD 48.00 per share for Derma Sciences' series B convertible preferred stock. The purchase price reflects a 40% premium to the share price as of the market close on 10 January 2017 and a 45% premium to the 30-day volume-weighted average share price of USD 4.83.
Status: Agreed

-SPIGIT ACQUIRES INNOVATION SOFTWARE FIRM KINDLING
US-based innovation management software provider Spigit has acquired US-based innovation software specialist Kindling, Inc., the company said. Spigit said it sees new opportunities for Kindling customers to take advantage of Spigit software enterprise features and the Spigit support and strategy teams.
As part of the transaction, Spigit will welcome employees from Kindling to its sales, customer success, and operations teams.
Status: Closed

-MIDLAND STATES BANCORP TO ACQUIRE FELLOW ILLINOIS BANK HOLDING COMPANY CENTRUE FINANCIAL
Illinois, US-based bank holding companies Midland States Bancorp, Inc. (NASDAQ: MSBI) and Centrue Financial Corp. (NASDAQ: CFCB) have entered into a definitive agreement under which Midland will acquire Centrue for estimated total consideration of USD 175.1m, or USD 26.75 per share of Centrue common stock, the companies said.
Midland expects the transaction to be 8-9% accretive to earnings per share in 2018, the first full year of combined operations. Centrue Financial, the parent company of Centrue Bank, is headquartered in Ottawa, Illinois and had total assets of USD 978m, net loans of USD 677m and total deposits of USD 740m as of 31 December 2016.
Status: Agreed

-FACTSET ACQUIRES WEALTH MANAGEMENT PORTAL PROVIDER INTERACTIVE DATA MANAGED SOLUTIONS
US-based financial information, analytical applications and services provider FactSet has agreed to acquire Interactive Data Managed Solutions from Intercontinental Exchange (NYSE: ICE) for cash consideration, the company said. With more than 300 employees across 14 offices in Europe and the United States, IDMS is a managed solutions and portal provider for the global wealth management industry.
IDMS supports the wealth management marketplace across a range of workflows and functions, from advisors to their clients. IDMS offers real-time market data desktops, customisable web-based portals, and a range of mobile solutions.
Status: Closed

-PHI GROUP ACQUIRES VIETNAMESE AGRICULTURAL FIRM HOANG MINH CHAU HUNG YEN
US-based financial information, analytical applications and services provider FactSet has agreed to acquire Interactive Data Managed Solutions from Intercontinental Exchange (NYSE: ICE) for cash consideration, the company said.
With more than 300 employees across 14 offices in Europe and the United States, IDMS is a managed solutions and portal provider for the global wealth management industry. IDMS supports the wealth management marketplace across a range of workflows and functions, from advisors to their clients. IDMS offers real-time market data desktops, customisable web-based portals, and a broad range of mobile solutions.
Status: Closed

-RETAILER BACK OFFICE MANAGEMENT AND CONSUMER ENGAGEMENT SYSTEMS FIRMS FUSION, ONLOYALTY MERGE
US-based retail management and point of sale firm Fusion RMS and US-based retailer promotions management specialist OnLoyalty have entered into a definitive agreement to merge their respective companies into one newly formed corporation called Evlocity Systems, Inc., the firms said.
The merger will combine both operations into one facility headquartered in Dallas, Texas with additional sales and development facilities located in Canada and Mexico. The merger will enable Evlocity to effectively service its growing US market and increase growth of multi-location retailers in other countries.
Status: Closed

-MALLINCKRODT TO SELL INTRATHECAL THERAPY BUSINESS TO PIRAMAL ENTERPRISES IN USD 203M DEAL
UK-based specialty pharmaceutical company Mallinckrodt plc (NYSE: MNK) has entered into an agreement under which it will sell its Intrathecal Therapy business to Piramal Enterprises Ltd.'s subsidiary in the UK, Piramal Critical Care, for approximately USD 203m, the company said.
This total includes fixed and contingent consideration. Piramal Critical Care is an integral business unit of Piramal Enterprises Ltd. and a leader in the field of anesthesia. Mallinckrodt's Intrathecal Therapy business markets products for the treatment of spasticity via intrathecal (spinal column) drug delivery.
Status: Agreed

-GTCR NAMES GUPTA TO HEAD RECENTLY-ACQUIRED REVSPRING
Illinois-based private equity firm GTCR has named Rahul Gupta as chief executive officer of Wixom, Michigan-based multi-channel billing provider RevSpring, Inc., the firm said. In November 2016, GTCR completed the acquisition of RevSpring, a provider of multi-channel billing and communications solutions to the healthcare and financial services industries.
GTCR is partnering with new CEO Rahul Gupta, most recently president of Billing and Payments at Fiserv, to initially accelerate RevSpring's growth in the healthcare space and over the long term use the company as a platform to create a diversified business in the multi-vertical billing and payments industry. To support this strategy, GTCR has committed up to USD 400m of equity capital to the platform.
Status: Closed

-ATTRAQT GROUP TO ACQUIRE EUROPEAN SEARCH AND MERCHANDISING SOFTWARE FIRM FREDHOPPER
UK-based search and merchandising services provider Attraqt Group plc (LSE: ATQT) has conditionally agreed to acquire European onsite search, navigation and merchandising software provider Fredhopper for GBP 25m (USD 31.49m), the company said. Attraqt said the deal creates a global 'go-to' e-commerce visual merchandising company.
Fredhopper serves approximately 130 major international retail clients, while online visual merchandising company Attraqt's portfolio includes boohoo.com, Matches Fashion, Moss Bros, Russell and Bromley, Superdry, The North Face and Timberland. As a combined business the new company will have over 250 customers.
Status: Agreed

-VARIAN MEDICAL COMPLETES SPIN-OFF OF IMAGING COMPONENTS BUSINESS VAREX
US-based radiation medical devices and software specialist Varian Medical Systems (NYSE: VAR) has completed the separaation of its Imaging Components business, Varex Imaging Corp. (NASDAQ: VREX), the company said.
The common stock of Varex Imaging, a new independent public company, will has begun trading "regular way" on the NASDAQ Global Select Market under the ticker symbol "VREX." Under the terms of the separation, Varian stockholders received 0.4 of a share of Varex stock for every one share of Varian stock they held as of the record date of 20 January 2017.
Status: Closed

-PROCESS MANAGEMENT SOLUTIONS PROVIDER NOVASPECT SOLD TO AN EMPLOYEE STOCK OWNERSHIP TRUST
US-based corporate finance advisory and investment banking firm Prairie Capital Advisors, Inc. acted as financial advisor to US-based process management solutions provider Novaspect Holdings, Inc. in the sale of the company to an employee stock ownership plan, the firm said.
Novaspect Holdings is a provider of process management solutions designed to improve their customer's performance. Since 1936, they have been engineering, selling and servicing industrial process controls. Novaspect is an Emerson Automation Solutions Business Partner.
Status: Closed

-MIRAGE ENERGY ACQUIRES NATURAL GAS PIPELINE OPERATOR 4WARD RESOURCES
US-based midstream company Mirage Energy Corp., (OTCBB: MRGE) has acquired of US-based natural gas pipeline and natural gas storage business 4Ward Resources, Inc., the company said.
Through the deal, Mirage Energy enters the natural gas pipeline and natural gas storage business. The company said it plans to develop an integrated pipeline and natural gas storage facility in Mexico and the United States. Mirage Energy and its wholly owned subsidiaries are in the process of applying for and obtaining the necessary permits in Mexico and the United States.
Status: Closed

-SELERANT ACQUIRES GERMAN SOFTWARE FIRM PROSISOFT
Italian process management software and services company Selerant has acquired German software firm Prosisoft GmbH, the company said. Selerant is a provider of software and services in the areas of product safety, regulatory compliance and Product Lifecycle Management
Prosisoft GmbH designs, develops and sells software for the management of hazardous substances and dangerous goods.
Status: Closed

-PEACHTREE HOTEL GROUP ADDED USD 73M IN ACQUISITIONS IN 2H16
US-based hospitality investment and management platform Peachtree Hotel Group made five hotel acquisitions and undertook five development projects totaling approximately USD 155m during 2H16, increasing to its growing portfolio of select- and limited-service hotels nationwide by approximately 1,250 rooms, the company said.
Since June 2016, PHG acquired the 108-room Hampton Inn and Suites Sarasota/Bradenton-Airport, Fla.; The 136-room Aloft Jacksonville Airport, Fla.; The 205-room Hilton Birmingham Perimeter Park, Ala.; The 120-room SpringHill Suites Birmingham Colonnade, Ala.; and The 150-room Hyatt Place Atlanta/Perimeter Center.
Status: Closed

-WALGREENS BOOTS ALLIANCE, RITE AID AMEND, EXTEND MERGER AGREEMENT
US-based drugstore chains Walgreens Boots Alliance, Inc. (NASDAQ: WBA) and Rite Aid Corp. (NYSE: RAD) have entered into an amendment and extension of their previously announced definitive merger agreement under which Walgreens Boots Alliance will acquire all outstanding shares of Rite Aid, the companies said.
Under the terms of the amendment, the parties have agreed to reduce the price for each share of Rite Aid common stock to be paid by Walgreens Boots Alliance. The revised price will be a maximum of USD 7.00 per share and a minimum of USD 6.50 per share. In addition, Walgreens Boots Alliance will be required to divest up to 1,200 Rite Aid stores and certain additional related assets if required to obtain regulatory approval.
Status: Agreed

-CANADA'S MINISTER OF FINANCE APPROVES MERGER OF VERSABANK AND PWC CAPITAL
Canadian financial services firm VersaBank (TSX: VB) and PWC Capital Inc. (TSX: PWC) have received letters patent of amalgamation from the Minister of Finance of Canada in respect of the pending merger of the two, the companies said.
This represents the final regulatory approval required for the amalgamation and related recapitalization of PWC. Closing of the Merger will occur when the letters patent of amalgamation become effective on 31 January 2017.
Status: Agreed