Deal Pipeline
Friday 05 February 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-WILSHIRE ENTERPRISES RECEIVES OFFER TO BUY 20% OR MORE OF THE COMPANY'S COMMON SHARES
US-based real estate owner Wilshire Enterprises, Inc. (OTC: WLSE) has received a letter from Bond Purchase, L.L.C. expressing a desire to purchase 20% or greater of the issued and outstanding shares of Wilshire common stock for a cash purchase price of USD 2.00 per share, the company said.
The letter has been delivered to the independent director of Wilshire acting as a special committee of the board of directors of Wilshire.
Status: Agreed

-BLACKHAWK NETWORK ACQUIRES DIGITAL PROMOTIONS FIRM NIMBLE
US-based prepaid and payments network Blackhawk Network has acquired NimbleCommerce, a digital commerce platform and network for promotions, the company said. NimbleCommerce also allows merchants and brands to manage their own prepaid offer and gift card programs, or resell through a network of retailer and publisher branded sites.
The acquisition adds hundreds of new distribution points encompassing media outlets, deal websites and other publishers to Blackhawk's ecommerce platform, and also adds thousands of merchants, including local and regional merchants, to Blackhawkglobal offerings.
Status: Closed

-COMPUTERSHARE PLANS TO ACQUIRE CAPITAL MARKETS COOPERATIVE IN MORTGAGE SERVICES EXPANSION
Australian transfer agency and share registration specialist Computershare Ltd. (ASX: CPU) has agreed to acquire Capital Markets Cooperative, LLC, subject to approval of US government-sponsored enterprises and state regulators, the company said. The acquisition is expected to close on or around April 2016.
CMC, based in Ponte Vedra Beach, Fla., enables a nationwide network of more than 200 "Patrons" financial institutions, credit unions and independent mortgage lenders to use their collective power to negotiate better products, services, pricing and liquidity solutions during the processing, sale and servicing of mortgages by working with CMC's network of preferred mortgage investors and mortgage service partners.
Status: Agreed

-ACCENTURE CLOSES ACQUISITION OF TRADING SYSTEMS INTEGRATION SPECIALIST FORMICARY
US-based professional services company Accenture (NYSE: ACN) has completed its acquisition of Formicary, a provider of systems integration and technology consulting services for trading platforms in the UK and North America, the company said.
With the completion of the acquisition, Accenture strengthens its capabilities in helping banks, asset managers, hedge funds and clearing organisations transform their trading technology platforms, enabling them to quickly and cost-efficiently adapt to market and regulatory change.
Status: Closed

-SHIP SUPPLY INTERNATIONAL BUYS US PORT LOGISTICS BUSINESS ALLIANCE SUPPLY MANAGEMENT
US-based private equity firm H.I.G. Capital's Ship Supply International portfolio company has acquired US-based port logistics business Alliance Supply Management, the firm said.
Headquartered in Houston, Texas, Alliance is a port logistics business that provides time sensitive, last-mile delivery of required deck and engine maintenance products and critical perishable goods to commercial vessels throughout the US Gulf Coast.
Status: Closed

-HENRY SCHEIN TO BUY MAJORITY STAKE IN BRAZIL'S DENTAL CREMER
US-based health care products and services provider Henry Schein, Inc. (NASDAQ: HSIC) has entered into an agreement to acquire a majority ownership interest in Dental Cremer S.A., a distributor of dental supplies and equipment in Brazil, the company said on Friday.
Headquartered in Blumenau, Brazil, Dental Cremer is the dental distribution business of Cremer S.A. With 2015 sales of approximately USD 70m, Dental Cremer serves approximately 60,000 dental practitioners across Brazil and has approximately 530 team members.
Status: Agreed

-CUBIC CLOSES USD 232.5M ACQUISITION OF GATR TECHNOLOGIES
US-based technology provider Cubic Corp. (NYSE: CUB) has received final Hart-Scott-Rodino regulatory approval and completed its acquisition of GATR Technologies, a manufacturer of next-generation deployable satellite communication terminal solutions based in Huntsville, Alabama, the company said.
Cubic has completed the acquisition of GATR for a purchase price of USD 232.5m.
Status: Closed

-AXIOM CLOSES ACQUISITION OF COGNITION'S CANADIAN GENERAL COUNSEL BUSINESS
US-based legal and contracting services provider Axiom has closed its acquisition of the General Counsel business of Toronto-based law firm Cognition LLP, the company said.
This deal will unite Canadian and American alternative legal providers and extend Axiom's reach across the border. For Axiom, Cognition's corporate business represents an economically and culturally attractive gateway into the Canadian legal industry.
Status: Closed

-ON SEMICONDUCTOR EXTENDS TENDER OFFER FOR FAIRCHILD SEMICONDUCTOR SHARES
US-based chipmakers ON Semiconductor Corp. (NASDAQ: ON) has extended its previously announced tender offer to purchase all of the outstanding shares of common stock of Fairchild Semiconductor International Inc. (NASDAQ: FCS) for USD 20.00 per share in cash until 18 February, the company said.
On 18 November, the companies entered into a definitive agreement for ON Semiconductor to acquire Fairchild for USD 20.00 per share in an all cash transaction valued at approximately USD 2.4bn. Then, on 7 December, Fairchild Semiconductor received a competing offer from China Resources Microelectronics Ltd. and Hua Capital Management Co., Ltd. to acquire Fairchild for USD 21.70 per share in cash, which was later raised to USD 21.70 in cash.
Status: Agreed

-IMS HEALTH ACQUIRES UNITED ARAB EMIRATES HEALTHCARE SYSTEMS PROVIDER
US-based healthcare and life sciences information and technology services provider IMS Health (NYSE: IMS) has closed its acquisition of Dimensions Healthcare, a United Arab Emirates company which provides healthcare systems to payers, providers and regulatory bodies, the company said.
This transaction establishes IMS Health as a market leader for the entire UAE healthcare and life sciences market, serving not only pharmaceutical companies but also payers, providers and government stakeholders.
Status: Closed

-ARLINGTON CAPITAL PARTNERS TO ACQUIRE DEFENCE, SECURITY BUSINESS FROM IROBOT
US-based private equity firm Arlington Capital Partners has entered into a definitive agreement to acquire the Defense and Security business of US-based consumer robot maker iRobot Corp. (NASDAQ: IRBT), the company said.
The business will operate as a newly created independent company. iRobot said that it sold the business for USD 45m, which includes a contingent payment based on the business achieving certain milestones.
Status: Agreed

-TD AMERITRADE TO ACQUIRE ASSETS OF BIG DATA SPECILIST FA INSIGHT
US-based TD Ameritrade, a provider of custody and brokerage services to independent registered investment advisors, has agreed to acquire the research, benchmarking and consulting capabilities of FA Insight, the company said.
TD Ameritrade will acquire the FA Insight brand, more than a decade of survey data and its industry studies, People and Pay, a look at human capital strategies, and Growth by Design, which examines how standout firms can pursue sustainable growth.
Status: Agreed

-TEACHER RECRUITMENT PLATFORM TEACHERS-TEACHERS MERGES WITH JOB-MATCHING STARTUP MYEDMATCH
US-based teacher recruitment platform Teachers-Teachers has merged with customisable job-matching technology specialist myEDmatch, the company said.
Both myEDmatch and Teachers-Teachers are continuing to service customers through their existing websites where teachers can access nationwide jobs, identify their best fit and complete the interviewing process.
Status: Closed

-ORCHID UNDERWRITERS CLOSES ACQUISITION OF NEW ENGLAND WHOLESALE BROKERAGE PLATINUM PARTNERS
US-based Orchid Underwriters a specialty underwriter of excess and surplus insurance focusing on coastal properties, has closed the acquisition of Platinum Partners a New England-based wholesale brokerage firm focused exclusively on the high net worth personal lines marketplace, Orchid said.
The transaction is expected to close in January 2016. Terms of the agreement were not disclosed. Orchid is a portfolio company of Gryphon Investors, a San Francisco-based middle market private equity firm.
Status: Closed

-LINSALATA CAPITAL PARTNERS BUYS MAJORITY STAKE IN HOME HELPERS FRANCHISOR
US-based private equity firm Linsalata Capital Partners has acquired a majority interest in H.H. Franchising Inc., the Cincinnati-based franchisor of US-based senior-care franchise Home Helpers, the company said.
The new ownership will not affect the company's relationship with its network of individual operating owners in more than 600 communities all across the country. H.H. Franchising will maintain its existing headquarters in Cincinnati.
Status: Closed

-AEGION CLOSES USD 9.6M SALE OF BAYOU PERMA-PIPE CANADA
US-based infrastructure protection and maintenance provider Aegion Corp. (NASDAQ: AEGN) has completed the sale of its 51% interest in Bayou Perma-Pipe Canada, Ltd, a pipe coating company in Western Canada, to its joint venture partner, MFRI, Inc., for USD 9.6m, the company said.
The company said it also expects to complete its company-wide cost reduction initiative and close the acquisition of Underground Solutions, Inc. in the coming weeks.
Status: Closed

-RITE AIR WINS SHAREHOLDER NOD FOR USD 17.2BN WALGREENS BOOTS BUYOUT
Shareholders of US-based drug retailing chain Rite Aid Corp. (NYSE: RAD) have voted to approve the company's agreed deal to be acquired by Walgreens Boots Alliance, Inc. (NASDAQ: WBA), the company said.
Under the deal, which was announced on 27 October 2016, Walgreens Boots Alliance will acquire all outstanding shares of Rite Aid for USD 9.00 per share in cash, for a total enterprise value of approximately USD 17.2bn, the companies said.
Status: Agreed

-CONTROL4 ACQUIRES HOME NETWORKING SPECIALIST PAKEDGE DEVICE AND SOFTWARE
US-based smart home solutions company Control4 Corp. (NASDAQ: CTRL) has acquired Pakedge Device and Software, Inc., a provider of advanced networking products and cloud network-management services for both wireless and wired networking solutions for the connected home and business, the company said.
Control4 acquired Pakedge for approximately USD 32.7m in cash. Control4 said it expects the acquisition to contribute to revenue growth, and to be both Gross Margin and EPS accretive on a non-GAAP basis for the full-year 2016.
Status: Closed

-DRUGMAKERS VERTICAL/TRIGEN HOLDINGS, OSMOTICA CLOSE MERGER
US-based drugmakers Vertical / Trigen Holdings, LLC and Osmotica Holdings Corp Ltd. have closed their merger, creating a fully-integrated specialty pharmaceutical and generics company, the companies said.
Vertical / Trigen is a portfolio company of Avista Capital Partners a leading private equity firm. The combined company will be jointly owned by the current owners of Vertical / Trigen and Osmotica. Financial terms of the transaction were not disclosed.
Status: Closed

-SINOVAC RECEIVES COMPETING NON-BINDING "GOING PRIVATE" PROPOSAL
A special committee of Chinese biopharmaceutical comapny Sinovac Biotech Ltd.'s (NASDAQ: SVA) of board of directors has received a preliminary non-binding proposal letter from a consortium to acquire all of the outstanding common shares of the company for USD 7.00 in cash per common share, the company said.
The consortium is comprised of PKU V-Ming (Shanghai) Investment Holdings Co., Ltd., Shandong Sinobioway Biomedicine Co., Ltd., CICC Qianhai Development (Shenzhen) Fund Management Co., Ltd., Beijing Sinobioway Group Co., Ltd., Heng Feng Investments (International) Ltd. and Fuerde Global Investment Ltd.
Status: Bidding

-ELONG AGREES TO USD 661M "GOING PRIVATE" TRANSACTION
Chinese mobile and online travel service provider eLong, Inc. (NASDAQ: LONG) has entered into a definitive agreement and plan of merger with its parent, China E-dragon Holdings Ltd. and its China E-dragon Mergersub Ltd. subsidiary, under which China E-dragon will acquire eLong, the company said.
At the closing of the transaction, eLong will be owned by a consortium of certain of the company's existing shareholders (including C-Travel International Ltd., TCH Sapphire Ltd., Ocean Imagination L.P. and Luxuriant Holdings Ltd.), along with Seagull Ltd. and certain management members of eLong.
Status: Agreed

-DUKE ENERGY MULLS SALE OF INTERNATIONAL ENERGY BUSINESS
US-based electric power holding company Duke Energy (NYSE: DUK) is considering the sale of all or a portion of its International Energy business segment, the company said. Headquartered in Houston, Texas, Duke Energy International owns power plants in Central and South America
The company said its preparations are at a preliminary stage and no binding or non-binding offers have been requested or submitted. No assurance can be given that any process, if ultimately started, will result in a transaction.
Status: Talks

-ROWMARK ACQUIRES ENGRAVING PLASTIC DISTRIBUTOR BUR-LANE
US-based Rowmark LLC, a manufacturer and marketer of engravable plastic sheet materials, has purchased US-based Bur-Lane Inc., a national distributor of engraving plastic and identification accessories and supplies, the company said.
Rowmark is a portfolio company of US-based private equity firm Bertram Capital. Headquartered in Oklahoma City, Oklahoma, Bur-Lane has four warehouse locations serving the entire United States.
Status: Closed

-CRYOLIFE SELLS HERO GRAFT PRODUCT LINE TO MERIT MEDICAL SYSTEMS FOR USD 18.5M
US-based medical device and tissue processing company CryoLife, Inc. (NYSE: CRY) has sold its HeRO Graft product line to Merit Medical Systems, Inc. (NASDAQ: MMSI) for USD 18.5m in cash, the company said.
Under terms of the agreement, Merit acquired the HeRO Graft product line, including worldwide marketing rights, customer relationships, intellectual property, equipment, and inventory.
Status: Closed

-GROUP 1 AUTOMOTIVE ACQUIRES UK AUTO DEALER GROUP
US-based automotive retailer Group 1 Automotive, Inc. (NYSE: GPI) has acquired the UK-based Spire Automotive Group which consists of 12 dealerships operating in the greater London metropolitan market.
The company acquired the Spire Automotive Group, which consists of twelve dealerships operating primarily in north and northwest London.
Status: Closed

-GROUP 1 AUTOMOTIVE SELLS THREE US DEALERSHIPS
US-based automotive retailer Group 1 Automotive, Inc. (NYSE: GPI) has divested three dealerships, which included Mercedes-Benz and Volkswagen of Freehold, New Jersey, and Ira Toyota of Milford, Massachusetts.
In total, these dealerships generated approximately USD 160m in trailing-twelve-month revenues. Group 1 said that the disposals are consistent with its portfolio management strategy.
Status: Closed

-VENCAP TECHNOLOGIES ACQUIRES DATA ANALYTICS SPECIALIST ALLANT GROUP
The operations of US-based data analytics and customer insights solutions provider The Allant Group, Inc. have been acquired by Indian technology company Vencap Technologies, the company said. Allant Group has been a portfolio company of MidOcean Partners.
Status: Closed

-MC2 ACQUIRES LOS ANGELES EVENT MARKETING SPECIALIST BRAND PROMOTIONS
US-based event and environment design and production agency MC2 has acquired Brand Promotions, Inc., an experiential marketing and brand activation company, the company said. MC2 said that the addition of Brand Promotions expands its growth opportunities within its existing trade show and events portfolio by offering expanded experiential marketing tours capabilities.
With headquarters in Los Angeles, Brand Promotions annually operates more than 250 event-days nationwide.
Status: Closed

-HONEYWELL CLOSES CDN 210M ACQUISITION OF COM DEV SPACE HARDWARE AND SYSEMS BUSINESS
US-based conglomerate Honeywell (NYSE: HON) has completed the acquisition of Ontario, Canada-based COM DEV International (TSX: CDV), a satellite and space components provider of switches and multiplexers, the company said.
Honeywell paid an aggregate purchase price of approximately CDN 455m (USD 345m), net of cash and debt acquired. COM DEV's estimated 2015 revenue is approximately CDN 210m (USD 160m).
Status: Closed

-YOUTH SPORTS LEAGUE FRANCHISE I9 SELLS COMPANY TO EMPLOYEES
Frank Fiume, founder and chairman of US-based i9 Sports, a youth sports league franchise, has sold his company to his employee, Fiume said. Companies that are employee owned are known as ESOPs (Employee Stock Ownership Plan). There are about 7,000 companies in the US with ESOPs like i9 Sports.
An ESOP is designed as a retirement benefit for employee owners linking them to the long term success of the company. Over time, employees are granted shares in the company at no cost to them.
Status: Closed