Deal Pipeline
Monday 06 February 2017
The following is a list of deals covered in detail by M and A Navigator this week:

-BOARD NAMED FOR COMBINATION OF CSC, HPE'S ENTERPRISE SERVICES BUSINESS
Mike Lawrie would become chairman, president and CEO of the combined company one the merger of US-based IT company CSC (NYSE: CSC) completes its merger with the Enterprise Services segment of Hewlett Packard Enterprise, the companies said.
This deal was agreed last May. When the proposed merger was announced, the companies indicated that CSC's Mike Lawrie would become chairman, president and CEO of the combined company and that HPE's president and CEO Meg Whitman would join the new company's board.
Status: Agreed

-MORGAN STANLEY CAPITAL PARTNERS BUYS US PACKAGING PRODUCTS MAKER FISHER CONTAINER
Investment funds managed by Morgan Stanley Capital Partners have completed an investment in US-based packaging products manufacturer Fisher Container, the firm said.
MSCP is partnering with plastics and packaging executive Kevin Keneally and the current Fisher management team to acquire the company. Fisher, headquartered in Buffalo Grove, Ilinois, is a manufacturer of flexible packaging products, primarily for the cleanroom, food and industrial end markets.
Status: Closed

-QUANTUM CAPITAL BUYS US INDUSTRIAL SERVICES FIRM APACHE
US-based Apache Industrial Services has been acquired by Canadian private equity firm Quantum Capital and merged with Quantum's Skyway Canada portfolio company, the firm said. Apache Industrial Services is a provider of multi-craft industrial services to the petrochemical, agricultural chemical, refinery, power generation, offshore energy and general industrial markets.
Skyway Canada, is a scaffolding and shoring solutions company in Canada. Apache's leadership team will continue to lead the newly formed organisation, which will have circa USD 500m in revenues and more than 4,000 skilled craftsmen.
Status: Closed

-VALVOLINE CLOSES ACQUISITION OF 28 STORES FROM US OIL CHANGE CHAIN TIME-IT-LUBE
US-based automotive, commercial and industrial lubricants company Valvoline Inc.'s (NYSE: VVV) Valvoline LLC subsidiary has closed the acquisition of the business assets related to 28 quick-lube stores from Time-It Lube L.L.C. and Time-It Lube of Texas, LP, the company said.
The stores are located in Louisiana and eastern Texas. The acquisition is expected to be completed in 2Q17. This deal was announced in January. Time-It Lube, based in Shreveport, La., was founded in 1987 and currently employs nearly 200 people.
Status: Closed

-COMMUNITY BANK SYSTEM CLOSES USD 140M ACQUISITION OF NORTHEAST RETIREMENT SERVICES
New York-based holding company Community Bank System, Inc. (NYSE: CBU) has closed the acquisition of Woburn, Massachusetts-based planning agency Northeast Retirement Services, Inc. in a cash and stock transaction valued at USD 140m, the company said. NRS will become a subsidiary of New York-based administrative services provider Benefit Plans Administrative Services, Inc., a wholly-owned subsidiary of Community Bank System.
BPAS is a national provider of employee benefit related services, including defined contribution, VEBA/HRA, actuarial and pension services, and collective investment fund and institutional trust services. Founded in 1999, NRS is a privately held corporation focused on providing institutional transfer agency, master recordkeeping services, custom target date fund administration, trust product administration and customized reporting services to institutional clients.
Status: Closed

-REAL ESTATE INDUSTRY VETERANS LAUNCH NEW FUND, ACQUIRE FIRST PROPERTY
US-based real estate industry veterans Chetan Davé and Martin Lamb recently closed on the first multifamily property acquisition of their new investment fund, Clearlake Urban Transitions Multifamily Fund I, the principals said.
The 67-unit, Class C property, the Delta One Apartments, is in the gentrifying greater Oak Forest neighborhood, just northwest of The Loop in Houston. Previously, the pair were involved in a down-to-the-studs renovation of a 48-unit complex in the nearby Heights area of Houston, where they nearly doubled their investment in less than two years.
Status: Closed

-IBM SECURITY CLOSES ACQUISITION OF DATA SECURITY SOFTWARE FIRM AGILE 3
US-based IT company IBM's (NYSE: IBM) IBM Security security research and development company has closed the acquisition of San Francisco-based software developer Agile 3 Solutions to expand data security services, the company said.
The company said the acquisition enables it to provide solutions to C-Suite and senior executives that help them better visualise, understand and manage risks associated with the protection of sensitive data and defend against cybercrime. With the close, IBM said it plans to offer Agile 3 Solutions through IBM Security Services, and integrate the technology into IBM Guardium.
Status: Closed

-HML HOLDINGS ACQUIRES UK PROPERTY MANAGEMENT BUSINESS
UK-based property management, insurance and ancillary services provider HML Holdings plc (AIM: HMLH) has acquired Keston Kent, UK-based property management business Goodacre Property Services Ltd, the company said.
HML Andertons Ltd., a subsidiary of HML Holdings covering the geographical area of Kent, Sussex and South London has purchased the entire share capital of GPS for GBP 317,000 (USD 395,806). This consideration will be satisfied in cash from HML's existing cash balances.
Status: Closed

-GATTACA ACQUIRES ENGINEERING RECRUITER RESOURCING SOLUTIONS
UK-based specialist engineering and technology recruitment agency Gattaca plc (LSE: MTEC) has acquired a majority stake in UK-based niche engineering recruitment business Resourcing Solutions Ltd., the company said.
RSL, which was founded in 1996, operates from three UK offices in Reading, Uxbridge and Derby, providing specialist contract and permanent candidates to companies operating in the Rail, Power and Built Environment sectors. RSL is expected to generate NFI of GBP7.5m and underlying EBITA of GBP 2m in the 12 months to 31 January 2017.
Status: Closed

-STRATMIN GLOBAL RESOURCES TO BUY AUSTRALIA'S SIGNATURE GOLD
UK-based investment holding company StratMin Global Resources Plc (AIM: STGR) has executed a binding heads of agreement with Australian gold explorer Signature Gold Ltd for the acquisition of the entire issued share capital of Signature, the company said.
The transaction is subject to shareholder and regulatory approvals. Signature is focused on large-scale Intrusive Related Gold System assets in Queensland, Australia. In addition, Signature holds the option to acquire the Kasperske Hory gold project in the Czech Republic.
Status: Agreed

-SIRIUS REAL ESTATE CLOSES ACQUISITION IN KREFELD, DREIEICH IN GERMANY FOR EUR 7.5M
Guernsey-based, Germany-focused business park operator Sirius Real Estate Ltd (LSE: SRN) has closed the acquisition of Krefeld Business Park and an office building in Dreieich for a combined total consideration of EUR 7.5m (USD 8.09m), the company said.
In October 2016, the group notarised the purchase of Krefeld Business Park for a total consideration of EUR 2.9m, representing a 13.1% EPRA net initial yield (equating to EUR 457 per sqm of capital value). The property is a single let business park totalling 6,335 square metres of office and warehouse space.
Status: Closed

-LONDON AND QUADRANT HOUSING TRUST BUYS UK LAND COMPANY
UK-based property company London and Quadrant Housing Trust has purchased a 100% interest in UK-based land business Gallagher Estates for an enterprise value of approximately GBP 505m (USD 630.54m), the company said.
Gallagher Estates are a strategic land business based in Warwick. They control plots to deliver 42,500 new homes, mainly in the South and South Midlands regions of the UK. The business promotes sites through the planning process, from pre-allocation stage to securing implementable planning consents before delivering serviced land to the market place. Turnover for the year ended 30 June 2016 was GBP 182m generating pre-tax profits of GBP 79m.
Status: Closed

-SCHRODER EUROPEAN REIT CLOSES EUR 30M ACQUISITION OF FRENCH OFFICE PROPERTY
UK-based property investor Schroder European Real Estate Investment Trust Plc (LSE: SERE) has completed the purchase of a multi-tenanted office property in Saint Cloud, Ile de France, Paris, for approximately EUR 30m (USD 32.31m), the company said.
This is the eighth acquisition by SERE, which has now invested EUR 185m at a blended net initial yield of approximately 6.3%, in selected liquid and established Western European growth cities. Fully let to 12 tenants, the c. 15,800 sqm office building represents the best office space within the larger 65,000 sqm complex, benefiting from good natural light, divisible floor plates and attractive views over Paris. The current average WAULT is five years, with annual lease indexation and affordable rents.
Status: Closed

-WPP'S GTB AGENCY ACQUIRES ZUBI ADVERTISING SERVICES
UK-based advertising and public relations group WPP plc's Ford Motor Co-dedicated GTB agency has acquired US-based, Hispanic-focused Zubi Advertising Services, Inc., the group said. Zubi's unaudited net revenues were USD 18.9m as of 31 December 2016. Clients include Ford, JP Morgan Chase Bank, N.A. and Dunkin' Donuts.
Founded in 1976, Zubi employs approximately 120 people and is based in Coral Gables, Florida, with offices in Los Angeles and Detroit. The acquisition continues WPP's strategy of investing to strengthen its "horizontality" offer to clients by enhancing the capabilities of its global account teams, such as GTB, and in important markets such as the US.
Status: Closed

-UK FEED ADDITIVE PRODUCER ANPARIO ACQUIRES AUSTRALIAN DISTRIBUTOR
UK-based natural feed additives producer and distributor Anpario plc (LSE: ANP) has acquired the business and assets of Australian distributor Cobbett Pty Ltd, the company said. Cobbett has been Anpario's distributor since 1987 supplying Australia, New Zealand and Papua New Guinea with a number of Anpario's key product brands including: Salkil, pHorce, Neutox, Mycostat and Mastercube.
In the year to 30 June 2016 Cobbett had sales of AUD 1.76m. The initial consideration is for AUD 700,000 (USD 536,900) plus stock as valued plus a further AUD 300,000 should the business achieve certain profit targets over a 12 month earnout period.
Status: Closed

-HOMESERVE ACQUIRES HOME REPAIR REFERRAL SITES IN UK, SPAIN
UK-based home repair and improvements business HomeServe plc (LSE: HSV) has acquired shareholdings in home repairs and improvements referral specialists UK-based Checkatrade and Spain-based Habitissimo, the company said.
The combined consideration for these two acquisitions was GBP 37m (USD 46.19m) and was financed through existing cash resources. Checkatrade and Habitissimo provide access to tradespeople performing home repairs and improvements via online platforms.
Status: Closed

-ADEPT TELECOM TO ACQUIRE OUT IT DEPARTMENT
UK-based unified communications solutions provider AdEPT Telecom plc (LSE: ADT) has signed an agreement to acquire the entire issued share capital of UK-based specialist IT services firm Our IT Department Ltd. and its Brightvisions Ltd. trading subsidiary, the company said.
Initial consideration of GBP 4.75m (USD 5.93m) less the net debt plus working capital of OurIT Group at 31 January 2017. OurIT Group offers its clients the delivery of outsourced IT services and managed service solutions. AdEPT said the convergence of telecommunications and IT is an increasing requirement for its existing and targeted enterprise and public sector customer base.
Status: Agreed

-ELECTRA PRIVATE EQUITY SELLS AUDIO MIXING CONSOLE MAKER AUDIOTRONIX
UK-based private equity investor Electra Private Equity plc (LSE: ELTA) has agreed the sale of audio mixing consoles manufacturer Audiotonix to European private equity firm Astorg, Electra said.The transaction is anticipated to close in 1Q17, subject to regulatory approvals.
Electra Private Equity is expected to receive proceeds from the sale of GBP 203m (USD 253.44m), an uplift of GBP 62m or 44% and equivalent to an increase in its NAV of 133 pence per share on the valuation of the investment at 30 September 2016. This equates to a return of 4.8x original cost and an IRR of 51%, assuming completion by the end of March.
Status: Agreed

-MARLOWE ACQUIRES UK FIRE PROTECTION SERVICES FIRM BBC FOR GBP 4.1M
UK-based support services group Marlowe plc (LSE: MRL) has acquired UK-based fire protection services firm BBC Fire Protection Ltd. for GBP 4.1m (USD 5.12m) on a cash and debt free basis, the company said. Founded in 1979, BBC operates nationally from headquarters near Norwich and employs around 100 staff.
BBC provides a portfolio of fire protection services to over 700 customers with a significant presence in the retail, banking, education and social housing sectors. Marlowe believes the acquisition will significantly expand the scale of the group's Fire division, offer synergy benefits and provide additional critical mass and route density in geographical regions that are attractive to the group.
Status: Closed

-FORESIGHT SOLAR FUND ACQUIRES 72MW UK SOLAR ASSET
UK-based closed-ended investment company Foresight Solar Fund Ltd (LSE: FSFL) has completed its largest acquisition to date with the purchase of a 100% interest in a 50mw alternating current export capacity operational UK solar asset, representing 72mw of installed peak capacity, the fund said.
Shotwick solar farm, located in Flintshire, is the largest operational solar asset in the UK. It was connected to the Grid in March 2016 and has received Renewables Obligation certificate accreditation of 1.3 ROCs/MWh. The acquisition has increased the company's portfolio to 17 assets with an installed peak capacity of 420mw.
Status: Closed

-ARIAN SILVER CLOSES USD 400,000 SALE OF CALICANTO PROJECT IN MEXICO
UK-based silver explorer Arian Silver Corp. (AIM: AGQ) has closed an agreement with Endeavour Silver Corp's Mexico-based Minera Oro Silver de Mexico SA de CV subsidiary to sell the company's 75 hectare Calicanto Project in the State of Zacatecas, for a cash consideration of USD 400,000, the company said.
Arian Silver made the deal through its Mexican subsidiary Compañía Minera Estrella De Plata SA de CV. The proceeds will be received upon the execution and ratification of the assignment agreement in respect of the relevant mineral concessions.
Status: Closed

-NATIONAL WASTE MANAGEMENT ACQUIRES NEW YORK DATA DESTRUCTION AND RECYCLING FIRM
US-based solid waste management company National Waste Management Holdings, Inc. (OTC: NWMH) has acquired New York, US-based Northeast Data Destruction and Recycling, LLC, the company said.
Northeast Data Destruction and Recycling offers cardboard recycling and document destruction, hard drive destruction, and other data destruction. With this acquisition, National Waste's reach in upstate New York now extends south to Kingston, New York. Implementing its existing services offered in other areas, National Waste will grow its new Kingston operation to also include roll-off services.
Status: Closed

-HPE ACQUIRES BEHAVIOUS ANALYTICS SECURITY SPECIALIST NIARA
US-based technology company Hewlett Packard Enterprise (NYSE: HPE) has acquired California, US-based security software specialist Niara Inc., the company said. Niara is a specialist in the emerging user and entity behaviour analytics security market segment.
The firm will operate within HPE Aruba to enhance the company's ClearPass network security portfolio for wired and wireless network infrastructure. UEBA is new class of security technology that is designed to identify next-generation security threats that have penetrated traditional firewalls and other perimeter systems.
Status: Closed

-WRAPMAIL NOW SAYS IT DIDN'T CLOSE THE ACQUISITION OF HEALTH MAX GROUP
On 27 January, US-based email stationery specialist WRAPmail, Inc. (OTC: WRAP) announced it had closed the acquisition of US-based Cannabidiol provider HealthMax Group.
The company has subsequently confirmed it merely entered into an agreement to acquire the Health Max Group, Inc., with a 70 day closing. WRAPmail said it will pay Health Max shareholders newly created series B preferred stock in the company convertible into 61.25% of the issued and outstanding stock of the company as of the date of close of the Health Max acquisition.
Status: Agreed

-ACCOUNTING FIRM WIPFLI ACQUIRES CHICAGO ADVISORY FIRM HORWICH COLEMAN LEVIN
Milwaukee, US-based accounting and consulting firm Wipfli LLP has acquired downtown Chicago CPA and advisory firm Horwich Coleman Levin, LLC, the firm said.This combination marks Wipfli's fourth combination in the Chicago market in 13 months and continues to strengthen the firm's presence in the Chicago area.
As part of this combination, 18 HCL professionals, including five partners, have joined more than 1,800 professionals at Wipfli. Wipfli said that HCL has been courted for years by many other regional and national firms looking to establish a presence in the downtown Chicago market.
Status: Closed

-INDIA'S QUOVANTIS TECHNOLOGIES ACQUIRES US APPLICATION DEVELOPER WECRAFTMEDIA
Indian design-led engineering company Quovantis Technologies has acquired California, US-based UX/UI boutique design and development firm WeCraftMedia for an undisclosed amount, the company said. With this acquisition, Quovantis opens its first US based office in Silicon Valley, as part of an expansion plan throughout the US and Europe.
Quovantis aims to continue adding new capabilities and garner partner engagements in mobile, SaaS, IoT and AI. The company is a niche user experience design and software development company that enables technology startups, enterprises and product companies to deliver compelling experiences.
Status: Closed

-DUPONT TO SELL HOTEL DU POINT TO THE BUCCINI/POLLIN GROUP
US-based chemical maker DuPont (NYSE: DD) has agreed to sell its Hotel du Pont business to US-based real estate firm The Buccini/Pollin Group, the company said. The 217-room Hotel du Pont opened in downtown Wilmington in 1913 to serve the local business community. The ownership transition and closing are expected to occur on 28 February 2017.
The hotel will continue to operate under the Hotel du Pont name, with all of its amenities, including the Green Room restaurant and Gold Ballroom.
Status: Agreed

-APTUS COURT REPORTING ACQUIRES CALIFORNIA'S BARRISTER'S REPORTING SERVICE
San Diego, US-based court reporting firm Aptus Court Reporting has acquired fellow California court reporting services firm Barristers' Reporting Service, Aptus said.
Founded in 1987 by Beth C. Drain, CSR and Forrest L. Drain, Barristers' Reporting Service has provided quality court reporting services to clients across Southern California and beyond for over 30 years. Aptus Court Reporting is a full-service court reporting firm headquartered in San Diego, CA. The company provides videography, transcription, and trial support among its list of services.
Status: Closed

-GASTRO HEALTH ACQUIRES FLORIDA GASTROENTEROLOGY PRACTICE
US-based gastroenterology physician practice management company Gastro Health, LLC has acquired Florida, US-based gastroenterology practice Douglas M. Weissman, M.D., P.A., the company said. Established in 1992, the private gastroenterology practice is led by Dr. Douglas M. Weissman, who will continue providing care at the practice.
This partnership said it will make additional resources available to the practice. Gastro Health, founded in 2006, is a gastroenterology physician practice management company headquartered in Miami, Florida that includes adult and pediatric gastroenterologists, colorectal surgeons, and allied health professionals.
Status: Closed

-CHILEAN LITHIUM MINER LI3 ENERGY AGREES TO BEARINGS RESOURCES BUYOUT
Chile-based lithium mining and energy company Li3 Energy, Inc. (OTCQB: LIEG) has agreed to be acquired by Canadian exploration and development firm Bearing Resources Ltd., the company said. Under the deal, a newly‐formed wholly owned subsidiary of Bearing will merge with and into Li3, with Li3 surviving the merger as a wholly owned subsidiary of Bearing.
At the effective time of the merger, each share of Li3 common stock will be converted into the right to receive common shares of Bearing based upon an aggregate of 16m Bearing common shares issuable for the Li3 common stock.
Status: Agreed

-CARBONITE ACQUIRES HIGH AVAILABILITY SOLUTIONS SPECIALIST DOUBLE-TAKE SOFTWARE FOR USD 65.25M
US-based data protection solutions company Carbonite, Inc. (NASDAQ: CARB) has acquired US-based Double-Take Software, the company said. Double-Take Software is an affiliate of Vision Solutions, Inc. and Clearlake Capital.
Carbonite said the acquisition enhances its existing suite of data protection solutions for small and midsize businesses with high availability technology that minimises downtime. The aggregate purchase price for Double-Take Software was USD 65.25m, comprised of USD 59.75m in cash and USD 5.5m in Carbonite common stock, representing approximately 332,000 shares. Of the USD 59.75m in cash, USD 20.55m was funded with cash on hand and USD 39.2m was funded through a revolving credit facility at Silicon Valley Bank.
Status: Closed

-NIDEC CLOSES ACQUISITION OF EMERSON ELECTRIC'S MOTORS, DRIVES AND ELECTRIC POWER GENERATION BUSINESS
Japan-based electric motor maker Nidec Corp. (TSX: 6594) (OTC US: NJDCY) has completed the acquisition of the motors, drives and electric power generation businesses of US-based manufacturing and engineering services company Emerson Electric Co., the company said.
Last August, Emerson Electric agreed to sell its France-based Leroy-Somer and UK-based Control Techniques business units to Japan-based electric motor maker Nidec Corp, the company said. The transaction is valued at USD 1.2bn. Closing of the Leroy Somer Electro-Technique (Fuzhou) Co., Ltd. portion of the deal is scheduled to be completed by 30 September 2017. Leroy-Somer was acquired by Emerson in 1990. Control Techniques has been an Emerson business since 1995.
Status: Closed

-ADVISER INVESTMENTS ACQUIRES US WEALTH MANAGER BRAVER
Massachusetts, US-based wealth management company Adviser Investments, LLC has acquired US-based wealth manager Braver Wealth Management, LLC and its Braver Capital Management division, the company said.
The deal creates a USD 4.7bn wealth management company. The combined firm will retain the Adviser Investments name and add Braver's institutional expertise in financial planning services and tactical strategies to Adviser Investments' experience building investment portfolios driven by the talents of a select group of active equity and fixed-income managers.
Status: Closed

-BROADWIND ENERGY CLOSES ACQUISITION OF INDUSTRIAL SYSTEMS FABRICATOR RED WOLF
US-based gears and gearing systems provider Broadwind Energy, Inc. (NASDAQ: BWEN) has closed the acquisition of industrial systems fabricator Red Wolf Co, LLC, the company said. Broadwind paid USD 16.5m in cash at closing. The sellers may become entitled to contingent consideration of up to USD 9.9m, payable in cash and, at the election of the company, up to 50% in the form of shares of the Broadwind common stock.  
Red Wolf is fabricator, kitter and assembler of industrial systems primarily supporting the global gas turbine market. With this acquisition, Broadwind will expand its market reach, gain new capabilities and customer relationships, and diversify its product portfolio and geography.
Status: Closed

-HCI GROUP'S REAL ESTATE DIVISION ACQUIRES FLORIDA SHOPPING CENTRE
US-based insurer HCI Group, Inc.'s (NYSE: HCI) Greenleaf Capital, LLC real estate division has acquired full ownership of the Pineda Landings Shopping Center, located in Melbourne, Florida, by purchasing its co-developer's 10% interest in the centre, the company said. Since development began in 2014, Greenleaf has invested approximately USD 3.9m in the centre, which is subject to a USD 9.4m construction mortgage loan and currently valued at approximately USD 17m.
The construction mortgage loan is due in February 2017, but can be converted to a three-year loan. The purchase of the co-developer's interest was preceded by a series of transactions, including a distribution of ownership interests to Greenleaf and its co-developer.
Status: Closed

-WEB.COM CLOSES ACQUISITION OF LATIN AMERICAN-FOCUSED WEB HOSTING, DOMAIN REGISTRATION FIRM DONWEB
Florida-based Internet services and online marketing solutions provider Web.com Group, Inc. (NASDAQ: WEB) has closed the acquisition of Latin American-focused web hosting and domain registration company Donweb.com, the company said. Web.com has granted inducement awards to 85 newly hired employees under the Web.com Group, Inc. 2017 DonWeb Inducement Award Plan.
The inducement awards consist of 25,000 options and 106,382 restricted share awards covering an aggregate of 131,382 shares of Web.com's common stock. These awards were granted effective 31 January 2017, and the options have a ten-year term and an exercise price equal to USD 18.95 per share, which was the closing price of Web.com's common stock on the date of grant. 
Status: Closed

-SHAREHOLDERS OF US SPECIALTY CHEMICAL FIRM CHEMTURA APPROVE USD 2.5BN LANXESS BUYOUT
Shareholders of US-based specialty chemical maker Chemtura Corp. (NYSE: CHMT) have approved the company's deal to be acquired by Germany-based specialty chemicals company Lanxess AG in a transaction valued at approximately USD 2.5bn, the company said.
Chemtura held a special meeting last week, at which shareholders approved the merger agreement. Under the terms of the agreement, Chemtura shareholders will receive USD 33.50 per share in cash for each outstanding share of common stock held, which represents an 18.9% premium to the stock's closing share price of USD 28.18 on 23 September 2016.
Status: Agreed