Deal Pipeline
Monday 07 May 2018
The following is a list of deals covered in detail by M and A Navigator this week:

-NOVANTA ACQUIRES UK INDUSTRIAL ENCODERS PROVIDER ZETTLEX

US-based motion control components and subsystems Novanta Inc. (NASDAQ: NOVT) has acquired privately-held, UK-based Zettlex Holdings Ltd, the company said. Zettlex, based in Cambridge, England, provides original equipment manufacturers with inductive encoders that can provide accurate positioning even in extreme operating environments.
The firm has approximately 40 employees and won the Queen's Award for Innovation in 2017 and for International Trade in 2018. Zettlex was founded by Darran Kreit and Mark Howard, who have agreed to remain with the business, and Zettlex will operate as part of Novanta's Celera Motion business.
Status: Closed


-SOLENIS, BASF COMBINE PAPER AND WATER CHEMICALS BUSINESSES

US-based specialty chemical company Solenis and German chemical company BASF have signed an agreement to combine BASF's paper and water chemicals business with Solenis to jointly create a customer-focused global specialty chemical company, the companies said.
The combined company intends to operate under the Solenis brand and will be positioned to provide expanded offerings and cost-effective solutions for customers in two specialty chemical businesses: paper technologies and industrial water technologies.
Status: Agreed


-HUB INTERNATIONAL ACQUIRES ALBERTA, CANADA-BASED CARLTON INSURANCE BROKERS

US-based insurance brokerage Hub International Ltd. has acquired the shares of Canadian insurance broker Carlton Insurance Brokers Inc. (C.I.B.), the company said.
Headquartered in Jasper, Alberta, C.I.B. offers personal and commercial insurance and specializes in solutions for the transportation industry. C.I.B's focus on the transportation industry supports Hub's recent launch of its Specialty practices by complementing and strengthening Hub's existing solutions in Canada.
Status: Closed

-EVIO CLOSES ACQUISITION OF CANADIAN CANNABIS TESTING FACILITY KEYSTONE LABS

US-based cannabis testing and scientific research services provider Evio Inc. (OTCQB: EVIO) Evio Canada subsidiary has closed its acquisition of 50% stake in Canadian cannabis testing facility Keystone Labs Inc., the company said.
Evio Inc. is a provider of cannabis testing and scientific research for the regulated cannabis industry. The company's Evio Labs division operates coast-to-coast providing state-mandated ancillary services to ensure the safety and quality of the nation's cannabis supply. Evio said it is on track to have 18 of its testing facilities by year-end 2018.
Status: Closed


-CINCINNATI BELL WINS HAWAII PUC APPROVAL FOR ACQUISITION

Ohio, US-based communication systems provider Cincinnati Bell Inc. (NYSE: CBB) has received unanimous approval from the Hawaiʻi Public Utilities Commission with respect to its pending acquisition of Hawaii, US-based Hawaiian Telecom, Inc. (NASDAQ: HCOM), the company said.
In approving the merger, the Commission concludes that net benefits will result from the transaction. In July, Ohio, US-based communication systems provider Cincinnati Bell signed definitive merger agreements to acquire Hawaiian Telecom and Canada-based technology service and solution provider OnX Enterprise Solutions to advance position in IT cloud migration and fiber growth.
Status: Agreed


-AGELLAN COMMERCIAL REAL ESTATE INVESTMENT TRUST TO SELL PARKWAY PLACE

A third-party purchaser has agreed to purchase Canadian REIT Agellan Commercial Real Estate Investment Trust's  (TSX: ACR.UN) approximate 824,000 square foot office property and approximate 42,000 square foot retail space and parking garage located on Consumers Road in Toronto, Ontario, the REIT said.
The sale price for Parkway Place is approximately CDN 256.3m (199.79m). In addition, in conjunction with the sale of Parkway Place, the REIT has agreed to enter into a two-year vendor head lease with the purchaser in respect of certain vacant retail space at Parkway Place. The REIT's financial obligation under the vendor head lease is approximately CDN 2.8m.
Status: Agreed


-SOPRA STERIA CLOSES ACQUISITION OF BLUECARAT

French digital transformation specialist Sopra Steria (Euronext Paris: SOP) has finalised the acquisition of German IT services firm Bluecarat, the company said. The plan to acquire Bluecarat was announced by a press release posted on the 8th of January 2018. Bluecarat will be consolidated in May 2018.
Sopra Steria, a European leader in digital transformation, provides one of the most comprehensive portfolios of offerings on the market, spanning consulting, systems integration, industry-specific solutions, infrastructure management and business process services.
Status: Closed


-PRAXAIR, LINDE MERGER CLEARS CANADIAN ANTITRUST HURDLE

The waiting period under the Competition Act (Canada) with respect to the proposed business combination between US-based industrial gas company Praxair, Inc. (NYSE: PX) and Germany's Linde AG (Xetra: LIN) has expired, satisfying a closing condition, the companies said.
In accordance with the Competition Act (Canada), the Competition Bureau is continuing to review the proposed business combination, and the parties are assisting with that ongoing review. 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


-TRISTATE CAPITAL CLOSES ACQUISITION OF USD 1.06BN OF COLUMBIA PARTNERS ASSETS

Pittsburgh, Pennsylvania-based bank holding company TriState Capital Holdings, Inc.'s (NASDAQ: TSC) Chartwell Investment Partners business has officially closed on the acquisition of approximately USD 1.06bn of client assets under management from Columbia Partners, L.L.C., the company said.
This combination brings Chartwell's total AUM to more than USD 9bn. As part of the acquisition, the company acquired institutional client accounts with a mix of high-grade fixed income and large-cap equity assets, which generate annualized revenue of more than USD 2m, as well as a team of three experienced professionals.
Status: Closed


-INLAND TRUCK PARTS ACQUIRES LOGAN'S TRUCK AND AUTO IN RAPID CITY, SOUTH DAKOTA

South Dakota, US-based truck parts and service provider Inland Truck Parts has acquired Rapid City, South Dakota-based business Logan's Truck and Auto, LLC, the company said. Logan's Truck and Auto performs heavy and light-duty truck service.
With this merger, the Rapid City Inland location will now be able to offer a range of truck services in addition to its current offerings of parts and shop services. The new acquisition is currently located at 3201 Beale Street in Rapid City.
Status: Closed


-TALOS ENERGY WINS SHAREHOLDER NOD FOR STONE ENERGY DEAL

Shareholders of Texas, US-based oil and gas exploration and production company Talos Energy LLC have approved the company's merger with Louisiana, US-based Stone Energy Corp. (NYSE: SGY), the company said. As a result, no further action by any Stone stockholder is required under applicable law or otherwise to adopt the transaction agreement.
Subject to satisfaction or waiver of the remaining customary closing conditions in the transaction agreement, the transaction is expected to close on or about 10 May, at which time the common stock of Stone will cease to be traded on the New York Stock Exchange.
Status: Agreed


-APPAREL FIRM UNDER 5'10 ACQUIRES E-COMMERCE FIT TECHNOLOGY SPECIALIST FITTERY

US-based apparel company Under 5'10 has acquired e-commerce fit technology firm Fittery, the company said. Fittery leverages predictive analytics to match shoppers to clothing that fits perfectly, thereby reducing online return rates from the industry average of 30-40% to just 6%.
The goal is to make it easier for shoppers to find the clothing that fits them best the first time, and to reduce the high cost of returns to retailers. Under 5'10 said the acquisition of Fittery positions it to approach the specialty sizing market in an entirely unique way: using large data sets to accurately determine body proportions for their customers.
Status: Closed


-AXON ENTERPRISES TO ACQUIRE SAFARILAND'S VIEVU BODY-WORN CAMERA SUBSIDIARY

US-based safety and survivability products provider The Safariland Group is selling its Vievu body-worn camera and video evidence management subsidiary to Axon Enterprise, Inc. (NASDAQ: AAXN), the company said.
As part of the agreement, Safariland and Axon entered into a 10-year agreement under which Safariland will become the preferred holster provider for Axon's Taser Conducted Electric Weapons. Safariland, a provider of a range of safety and survivability products designed for the public safety, military, professional and outdoor markets, acquired Vievu in 2015.
Status: Agreed


-THE COLUMBUS ORGANIZATION CLOSES ACQUISITION OF CORNERSTONE CASE MANAGEMENT

US-based healthcare coordination and clinical staffing company The Columbus Organization has completed the acquisition of US-based case management services provider Cornerstone Case Management, the company said.
Based in Somerset, Kentucky, CCM is a statewide provider of case management services to individuals with intellectual and developmental disabilities. The Columbus Organization offers care coordination, professional clinical staffing, and quality improvement services for the intellectual/developmental disability or behavioural needs community.
Status: Closed


-GEMSPRING CAPITAL AND SCHRODERS BUY CONTROLLING STAKE IN A10 CAPITAL

US-based middle-market commercial real estate lender A10 Capital has received additional growth capital from middle-market private equity firm Gemspring Capital and asset manager Schroders in connection with the purchase of a controlling interest in A10, the company said. Existing A10 shareholders, including H.I.G. Capital and management, will retain significant minority interests in the company.
Concurrent with the investment, Schroders and A10 have entered into an agreement through which Schroders will benefit from A10's extensive origination network and servicing platform to access middle-market CRE loan opportunities for its clients.
Status: Closed


-POLYMETAL CLOSES SALE OF STAKE IN DOLINNOYE GOLD PROPERTY IN KAZAKHSTAN

UK-based mining company Polymetal International plc (LSE: POLY) (ADR: AUCOY) has closed the sale of its 50% stake in the Dolinnoye gold property in Kazakhstan to JSC AK Altynalmas, the company said.
Currently, Polymetal holds a 50% stake in the Dolinnoye property with the remaining 50% owned by Dolfinflip Co Ltd. Under the agreement, Polymetal and Dolfinflip each agree to transfer their respective 50% interests in "Aktogai Mys" LLC, the licence and contract holder for the Dolinnoye gold property, to Altynalmas.
Status: Closed


-MANAGEMENT CONSULTING GROUP SELLS BRAZILIAN BUSINESS

UK-based professional services provider Management Consulting Group plc has finalised an agreement to divest its Brazil business, Alexander Proudfoot Serviços Empresariais Ltda to its management team for a consideration of USD 80,000, the company said.
Under the terms of the agreement, the management team has acquired the entire share capital of APSE. As previously reported, the group continues to work to focus on building the core markets of Americas and Europe and Global Natural Resources while reducing its cost base.
Status: Agreed


-MINDS + MACHINES GROUP ACQUIRES ICM REGISTRY IN CASH/SHARES DEAL

UK-based Internet top-level domains owner and operator Minds + Machines Group Ltd. (AIM: MMX) has entered into a conditional agreement to acquire the entire membership interests of US-based niche top-level domains specialist ICM Registry LLC for a cash payment of USD 10m and a total of 225m new ordinary shares with an equivalent value of approximately USD 31m, the company said.
Minds + Machines said the cash portion will be funded from the company's existing cash reserves. The acquisition is conditional on receiving approval from the Internet Corp. for Assigned Names and Numbers.
Status: Agreed


-UK COMPETITION AND MARKETS AUTHORITY TO PROBE CLOSED RESTORE/TNT DEAL

The UK Competition and Markets Authority has served an initial enforcement order under section 72(2) of the Enterprise Act 2002 on UK office services provider Restore plc (LSE: RST) in relation to the completed acquisition by Restore plc of certain businesses of TNT UK Ltd., the CMA said.
 In March, Restore entered into an agreement to acquire UK-based express delivery company TNT UK Ltd's records management business, TNT Business Solutions, for a total consideration of GBP 88m (USD 125.22m. The acquisition was financed partly from the funds raised by the placing and partly through new debt facilities with Barclays, Royal Bank of Scotland, Lloyds Bank and Bank of Ireland. These new facilities comprise a GBP 160m revolving credit facility, with an additional GBP 30m accordion facility.
Status: Closed

-COMPETITION AND MARKETS AUTHORITY TO PROBE CLOSED SIMS METAL MANAGEMENT/MORLEY WASTE TRADERS DEAL
The UK Competition and Markets Authority has served an initial enforcement order under section 72(2) of the Enterprise Act 2002 on UK-based metal and electronics recyclers Sims Metal Management Ltd. and Sims Group UK Holdings Ltd., in relation to the completed acquisition by Sims Group UK Holdings Ltd. of UK-based metal recycler Morley Waste Traders Ltd., Lord and Midgley Ltd. and Kaystan Holdings Ltd., the CMA said.
In March Sims Metal Management Ltd. (ASX: SGM) (USOTC: SMSMY) acquired Morley Waste Traders and Lord and Midgley (Morley) businesses, adding 10 metal recycling facilities to Sims' portfolio of facilities across the UK.
Status: Closed

-MARTIN MARIETTA CLOSES USD 1.625BN ACQUISITION OF AGGREGATES COMPANY BLUEGRASS MATERIALS
US-based building materials Martin Marietta Materials, Inc. (NYSE: MLM) has closed the acquisition of US-based aggregates company Bluegrass Materials Co for USD 1.625bn in cash, the company said.
This deal was announced last June. Bluegrass is the largest privately-held, pure-play aggregates company in the United States, with a portfolio of more than 125 years of strategically-located, high-quality reserves.
Status: Closed

-ZIYEN ENERGY MAKES TWO NEW OIL ASSET ACQUISITION
UK and US-based Ziyen Inc.'s Energy Division has acquired two additional oil leases, the company said.
Importantly, this brings the corporate total to 13 in aggregate. Founded in 2016, Ziyen Inc. is a Scottish-American company focused on delivering 100% Energy Independence to the USA.
Status: Closed

-PARKER HANNAFIN CLOSES SALE OF FACET FILTRATION BUSINESS TO FILTRATION GROUP
US-based motion and control technologies company Parker Hannifin Corp. (NYSE: PH) has completed a transaction to divest its global Facet filtration business to Filtration Group Corp, the company said.
The Facet filtration business includes part of Parker's US qualified aviation ground fuel filtration business acquired in its USD 4.3bn acquisition of Clarcor in 2017, plus filtration products and technologies for other aviation fuel, marine, environmental and general applications. Filtration Group is a global provider of filtration solutions that span life science, process technologies, fluid and indoor air quality applications.
Status: Closed

-LIFE ON EARTH CLOSES ACQUISITION OF GIANT BEVERAGE
US-based beverage and snack brand accelerator company Life On Earth, Inc. (OTCQB: LFER) has closed the acquisition of The Giant Beverage Company, Inc., the company said.
The company expects the acquisition to increase its revenues by over 100% on an annual basis and be EBITDA accretive within a quarter thereafter. Life on Earth's portfolio in the alternative and functional beverage category will now benefit from the company's own Direct Store Delivery systems in California (Northern CA) and New York (New York City and Metropolitan Region).
Status: Closed

-TITAN MACHINERY TO ACQUIRE TWO GERMAN FIRMS
US-based service agricultural and construction equipment store network Titan Machinery Inc. (NASDAQ: TITN) has entered into a definitive purchase agreement to acquire all interests of two German agriculture dealership companies, Agram Landtechnikvertrieb GmbH and Agram Landtechnik Rollwitz GmbH, the company said.
The two firms consist of four Case IH agriculture dealership locations in the following cities of Germany: Burkau, Altranft, Rollwitz and Gutzkow. In its most recent fiscal year, Agram generated revenue of approximately USD 30m. The acquisition is expected to close in July, 2018.
Status: Agreed

-LUCKY MINERALS TO ACQUIRE GOLDMINDEX AND ITS 54,985 HECTARES OF CONTIGUOUS MINERAL CONCESSIONS IN ECUADOR
Canadian miner Lucky Minerals Inc. (TSX.V: LJ) (OTCQB: LKMNF) (FRA: 8LM) has entered into a share exchange agreement with Monterra S.A. in order to acquire Ecuadorian firm Goldmindex S.A., the company said.
Goldmindex's primary asset is a 100% interest in a 54,985 hectare (550 km2) contiguous property position in the heart of a prolific mineral belt in Azuay Province, Ecuador, 50 km south of Cuenca, the province's capital.
Status: Agreed

-SMARTFINANCIAL CLOSES USD 31M ACQUISITION OF SOUTHERN COMMUNITY BANK
Tennessee, US-based bank holding company SmartFinancial, Inc. has closed the acquisition of Tennessee-based Tennessee Bancshares, parent company of Southern Community Bank, in a transaction valued at approximately USD 31.8m, the company said.
SmartFinancial is the parent company of SmartBank (NASDAW: SMBK). Following the merger transaction, Southern Community will merge into SmartBank, resulting in assets of approximately USD 2.0bn of the combined assets.
Status: Closed

-T5 DATA CENTERS CLOSES PURCHASE OF 40-ACRE SITE FOR T5@ATLANTA II DATA CENTER CAMPUS
US-based enterprise colocation data center services provider T5 Data Centers has finalised the purchase of a new 40-acre property in Douglas County as the location for T5@Atlanta II, the company's second data center in the Atlanta region, the company said.
The land acquisition marks the first step in the construction of a new 130,000-square-foot data center, purpose-built to meet the needs of hyperscale enterprise customers. When it is completed, the T5@Atlanta II data center will feature 10mw of critical power load and 66,667 square feet of white floor space.
Status: Closed

-MINERALS TECHNOLOGIES CLOSES ACQUISITION OF EUROPEAN PET LITTER PRODUCTS SUPPLIER SIVOMATIC
US-based Minerals Technologies Inc. (NYSE: MTX) has closed the acquisition of European pet litter products supplier Sivomatic Holding B.V., the company said. The acquisition was financed through a combination of cash on hand and MTI's credit facilities.
Sivomatic's results will be reported in the Household, Personal Care and Specialty Products division of MTI's Performance Materials segment. New York-based Minerals Technologies Inc. is a resource- and technology-based growth company that develops, produces and markets worldwide a range of specialty mineral, mineral-based and synthetic mineral products and related systems and services.
Status: Closed

-ISODIOL INTERNATIONAL CLOSES ACQUISITION OF US VAPE RETAILER KURE
Canadian CBD pharmaceutical and wellness products developer I sodiol International Inc. (CSE: ISOL) (OTC: ISOLF) (FSE: LB6A.F) has completed the merger acquisition of 100% of North Carolina, US-based specialty vape retailer Kure Corp. the company said.
Kure specialises in the retailing of vaporizers and e-cigarettes, e-juices, and related accessories (kurevapes.com, kuresociety.com). The Kure Vaporium and Lounge is a modern retail environment and lounge catering to the vaping community.
Status: Closed

-FIRST COMMONWEALTH FINANCIAL CLOSES ACQUISITION OF FOUNDATION BANK
Pennsylvania, US-based bank holding company First Commonwealth Financial Corp. (NYSE: FCF)has completed its previously-announced acquisition of Garfield Acquisition Corp., the parent company of Cincinnati, Ohio based Foundation Bank, the company said.
Foundation Bank operates five full service banking offices conveniently located in Woodlawn, Norwood, Hyde Park, Milford and downtown Cincinnati.
Status: Closed

-NIDEC CLOSES ACQUISITION OF US SEMICONDUCTOR WAFER HANDLING ROBOT MAKER GENMARK AUTOMATION
Japanese electric motor manufacturer Nidec Corp.'s (TSX: 6594) (OTC: NJDCY) Nidec Sankyo Corp. subsidiary has closed the acquisition of 100% equity shares of US-based semiconductor wafer handling robot maker Genmark Automation, Inc., Nidec said
Nidec Sankyo will acquire Genmark through Genmark Sub Corp., a special purpose company which Genmark has established for this acquisition. Nidec Sankyo manufactures and sells wafer handling robots used in the process of semiconductor and flat panel display manufacturing in the clean rooms.
Status: Closed

-CB FINANCIAL CLOSES USD 49M MERGER WITH FIRST WEST VIRGINIA BANCORP
Pennsylvania, US-based bank holding company CB Financial Services, Inc. (NASDAQ: CBFV) has closed a merger with US-based First West Virginia Bancorp, Inc. (OTCQX: FWVB), the holding company for Progressive Bank, N.A. in a cash and stock transaction valued at approximately USD 49.0m, the company said.
Under the terms of the merger agreement, stockholders of First West Virginia were entitled to elect to receive USD 28.50 in cash or 0.9583 shares of CB common stock for each share of First West Virginia common stock, subject to proration to ensure that at closing 80% of the outstanding shares of First West Virginia common stock are exchanged for shares of CB common stock and the remaining 20% are exchanged for cash.
Status: Closed