Deal Pipeline
Monday 08 August 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-ON SEMICONDUCTOR AGAIN EXTENDS TENDER OFFER FOR FAIRCHILD
US-based chipmaker ON Semiconductor Corp. (NASDAQ: ON) has again extended its tender offer to purchase all of the outstanding shares of common stock of US-based chipmaker Fairchild Semiconductor International Inc. (NASDAQ: FCS) for USD 20.00 per share in cash, this time until 18 August, the company said.
All other terms and conditions of the offer remain unchanged. The deadline has been extended before, most recently from 21 July to 4 August, and before that, from 7 July until 21 July. Before that is was extended from 23 June until 7 July, and before that from 9 June until 23 June. It was previously extended from May to 9 June.
Status: Agreed

-CHINA'S XINGYE COPPER CLOSES HDK 186M ACQUISITION OF INTERNET, MOBILE GAMING DEVELOPER
Chinese copper plates and strips producer Xingye Copper International Group Ltd. has closed the acquisition of the entire issued share capital of Chinese Internet and mobile gaming products development company Hefei Zhangyue Network Technology Co., Ltd. for around HKD 186m (USD 23.98m), the company said.
This was satisfied as to HKD 116m in cash; and as to approximately HKD 70m by issuance of consideration shares at an issue price of HKD 0.9 per consideration share, that is approximately 8.75% of the issued share capital of the company as enlarged by the allotment and issue of the consideration shares.
Status: Closed

-PARTNERS GROUP TO ACQUIRE IT HARDWARE SUPPORT SERVICES FIRM SYSTEMS MAINTENANCE
Swiss private markets investment manager Partners Group has agreed to acquire US-based IT support services provider Systems Maintenance Services on behalf of its clients. SMS is being sold by funds affiliated with Thomas H. Lee Partners, L.P. and Summit Partners.
The terms of the transaction, which is subject to regulatory approval, have not been disclosed. Founded in 1981, US-based SMS is headquartered in Charlotte, North Carolina, and provides IT infrastructure services to a client base of more than 3,000 businesses.
Status: Agreed

-GROUPE GORGE UNIT TO BUY AREVA'S ELTA ELECTRONIC EQUIPMENT BUSINESS
French nuclear energy specialist Areva S.A. (PAR: AREVA) and its majority-owned Areva TA subsidiary have to sell their ELTA electronic equipment and systems unit to French industrial group Groupe Gorgé 's ECA Group subsidiary, Areva said.
This decision follows a bidding process and a series of discussions with the various bidders for the acquisition of the company. Areva said that the dossier submitted by ECA Group was considered to represent the best industrial and social project offering the best guarantees for the development of the company and its employees.
Status: Agreed

-ELECTRO RENT GETS SHAREHOLDER NOD FOR USD 323.4M PLATINUM EQUITY BUYOUT
Shareholders of US-based electronic test equipment, personal computers and server renting and leasing company Electro Rent Corp. (NASDAQ: ELRC) have voted in favour of the company's agreed deal to be acquired by US-based private equity firm Platinum Equity for approximately USD 323.4m, the company said.
The deal was agreed in June. Under the agreement, Platinum Equity would acquire all of Electro Rent's common stock. Electro Rent stockholders will receive USD 13.12 per share, representing a premium of 24.4% over the closing price on 27 May 2016, and 34.8% over the average closing price of Electro Rent's common stock over the past three months.
Status: Agreed

-E-HOUSE WINS SHAREHOLDER NOD FOR 'GOING PRIVATE' TRANSACTION
Shareholders of Chinese real estate services company E-House (China) Holdings Ltd. (NYSE: EJ) have voted in favour of an agreement and plan of merger by and among E-House Holdings Ltd., E-House Merger Sub Ltd. and the company, the company said.
This roughly USD 1bn deal was announced in April. Under the deal E-House Merger Sub Ltd. will be merged with and into E-House (China) Holdings with the company continuing as the surviving company and becoming a wholly owned subsidiary of E-House Holdings Ltd.
Status: Agreed

-FLEXSTAR TECHNOLOGY, TANISYS TECHNOLOGY BECOME NEOSEM TECHNOLOGY
San Jose, California-based solid state drive maker Flexstar Technology has combined operations with Korea-based semiconductor test equipment maker Tanisys Technology and will jointly operate as Neosem Technology, effective immediately, the company said.
Korea-based SSD maker Neosem Inc. acquired Tanisys in 2007 and Flexstar Technology in 2015. The merger and name change is a consolidation of talent and resources in the US and underscores the increased collaboration with the parent company in Korea. Flexstar Technology pioneered SSD test solutions that help industry storage leaders develop new technologies.
Status: Closed

-MARIETTA SILOS ACQUIRES AGRIBUSINESS STORAGE SOLUTIONS FIRM SAN-CON
Marietta, Ohio-based agricultural and industrial structures services provider Marietta Silos has agreed to acquire the assets of Upper Sandusky, Ohio-based agribusiness storage solution provider San-Con Industries, Inc., the company said.
Founded in 1995, San-Con Industries, Inc. has serviced grain, agribusiness, food processing, industrial, energy, and mining markets with design, construction, inspection, modification and consultative services associated with bulk storage silos and allied applications. The Marietta Group houses Marietta Silos and Marietta Inspection Services.
Status: Closed

-INCIPIO GROUP ACQUIRES MOBILE ACCESSORIES MAKER GRIFFIN TECHNOLOGY
California-based consumer technology solutions platform Incipio Group has acquired Tennessee-based mobile accessories creator Griffin Technology, the company said.
With the deal, Griffin adds to Incipio's product development and manufacturing capabilities for rugged cases, power, and connectivity. Griffin will continue as a stand-alone brand and retain its global headquarters in Nashville, Tennessee.
Status: Closed

-SEQUITUR ENERGY RESOURCES ACQUIRES SOUTHERN MIDLAND BASIN ASSETS
Texas-based oil and gas assets acquisition firm Sequitur Energy Resources, LLC affiliate Sequitur Permian, LLC has acquired producing properties in the Southern Midland Basin, the company said.
These assets are located in the Impossible and Barnyard Fields located in Reagan, Crockett, Irion and Schleicher Counties in West Texas. Sequitur will operate 100% of the acquired assets. Sequitur Energy Resources is a private company focused on acquisition and development of oil and gas assets in North America.
Status: Closed

-ATENTO SELLS OPERATIONS IN MOROCCO TO CALL CENTRE OPERATOR INTELCIA GROUP
Luxembourg-based management and outsourcing services provider Atento S.A. (NYSE: ATTO) has inked an agreement with Casablanca, Morocco-based call centre services provider Intelcia Group for the sale of 100% of its Morocco-based BPO/CEM provider Atento Morocco SA unit, encompassing Atento´s operations in Morocco providing services to the Moroccan and French markets, the company said.
The deal encompasses Atento's operations that provide services to the Moroccan and French markets. Atento´s operations in Morocco that provide services to the Spanish market are excluded from the transaction and will continue operating as part of Atento Spain.
Status: Agreed

-CARGILL TO SELL TWO EUROPEAN OILSEED PROCESSING FACILITIES TO BUNGE
US-based food, agriculture, financial and industrial products and services company Cargill has agreed to sell two oilseed processing plants and businesses in the Netherlands and France to and New York-based agribusiness company Bunge Ltd. (NYSE: BG), the company said.
The transaction is subject to customary closing conditions including competition clearance and employee consultation. In the Netherlands, the transaction includes the soybean and rapeseed crush and soybean oil refining facility in the port of Amsterdam as well as part of the bulk port terminal assets dedicated to supporting discharge and storage of raw materials for the crush plant.
Status: Agreed

-GREY GROUP ACQUIRES MAJORITY STAKE IN ECUADORIAN COMMUNICATIONS FIRM MARURI PUBLICIDAD
New York City-based marketing communications company Grey Group has acquired a majority stake in Ecuador-based communications firm Maruri Publicidad S.A., the company said. The agency has had a partnership with Grey since the early 1990s.
Founded in 1991, the agency employs 130 people at its main office in Guayaquil and one in Quito. Maruri's revenues were almost USD 10m in 2015. The full-service agency provides advertising, media buying, promotional and activation marketing, sponsorships, digital communications, public relations and production services.
Status: Closed

-GRIFFIN CAPITAL ACQUIRES ILLINOIS OFFICE BUILDING FOR USD 60.1M
US-based property investor Griffin Capital Essential Asset REIT II, Inc. has acquired a five-story, class A office building totaling approximately 283,000 square feet fully occupied by Zebra Technologies Corp. (NASDAQ: ZBRA) for USD 60.1m from Wisconsin-based life insurance products company The Northwestern Mutual Life Insurance Company, the company said.
Originally constructed in 1991, the property underwent a complete renovation in 2015 in order to transform the building into a world-class headquarters for Zebra, whose lease expires November 2026, The seller was represented by James Postweiler, Peter Harwood, Brian Shanfeld and Dan Fernitz of the Chicago office of JLL.
Status: Closed

-IGC ACQUIRES 10% STAKE IN MALAYSIAN HOTEL DEVELOPMENT PROJECT IN SHARES DEAL
Bethesda, Maryland-based real estate manager India Globalization Capital, Inc. (NYSE MKT: IGC) has acquired a 10% stake in a 1,000-room luxury hotel development project encompassing six-plus acres in Genting Highlands, Malaysia, the company said.
Consideration for the transaction was 4m IGC common shares. The value of the deal is roughly USD 2.040m. Cabaran Ultima, IGC's project development and management company, will oversee the estimated USD 262m venture.
Status: Closed

-AMPHASTAR BUYS INTERNATIONAL MEDICATION SYSTEMS FROM GERMANY'S UCB PHARMA FOR USD 7.7M
California-based specialty pharmaceutical company Amphastar Pharmaceuticals, Inc. (NASDAQ: AMPH), through its wholly owned UK subsidiary, Amphastar UK Ltd., has acquired UK-based corporation International Medication Systems Ltd. from Germany-based pharmaceutical marketer UCB Pharma GmbH for USD 7.7m, the company said.
The deal includes product trademarks, and other related product assets, as well as marketing authorizations for 33 products in the UK, Ireland, Australia, and New Zealand, representing 11 different injectable chemical entities.
Status: Closed

-AMETEK BUYS LAB EQUIPMENT MAKER NU INSTRUMENTS, RADIATION DETECTOR FIRM HS FOILS
US-based electronic instruments and electro-mechanical device manufacturer Ametek, Inc. (NYSE: AME) has completed the acquisitions UK-based lab equipment maker Nu Instruments and Finnish radiation detector components maker HS Foils, the company said. Nu Instruments is a provider of high-performance mass spectrometers used for elemental and isotopic analysis.
HS Foils is a provider of radiation detector components, including ultrathin radiation windows, silicon drift detectors and x-ray filters.
Status: Closed

-S/P GLOBAL PLATTS TO ACQUIRE MARKET ANALYSIS FIRM PIRA ENERGY
US-based commodities and energy markets information and pricing provider S/P Global Platts has signed an agreement to acquire energy market analysis firm PIRA Energy Group, the company said.
The purchase extends S/P Global Platts' energy analytical capabilities by enhancing the company's oil offering and strengthening its position in the natural gas and power markets. This transaction is subject to regulatory approval and is expected to close in 3Q16.
Status: Agreed

-BLACKBOARD AFFILIATE CLOSES USD 260M ACQUISITION OF EDUCATION TECHNOLOGY FIRM HIGHER ONE
An affiliate of education technology company Blackboard has closed the acquisition of US-based education payments technology provider Higher One Holdings, Inc. for USD 5.15 in cash per share, the company said.

The all-cash sale price represents a 37.3% premium over the closing price of the Higher One Holdings shares on 29 June and an equity value of USD 260m. Winchester Acquisition Corp., a newly formed subsidiary of Blackboard Inc.'s ultimate parent company, this week completed a tender offer for all outstanding shares of Higher One common stock for USD 5.15 in cash per share.
Status: Closed

-SOLERA CLOSES ACQUISITION OF INSURANCE SOFTWARE FIRM ENSERVIO
US-based automotive and home ecosystems technology provider Solera Holdings, Inc. has agreed to acquire 100% ownership of US-based insurance SaaS software provider Enservio, Inc., the company said.
Solera said that the transaction will accelerate the delivery of next-generation digital home applications for its partners and property owners.
Status: Closed

-MATSON LOGISTICS CLOSES USD 197.6M ACQUISITION OF SPAN ALASKA
US-based shipping firm Matson, Inc.'s (NYSE: MATX) Matson Logistics, Inc. subsidiary has completed its acquisition of US-based freight and logistics management services provider Span Alaska Transportation, LLC, for a cash purchase price of USD 197.6m, the company said.
Matson said it funded the transaction from available borrowings under its revolving credit facility. The company expects to incur one-time pre-tax transaction closing and integration costs of approximately USD 4m to USD 5m in the second half 2016.
Status: Closed

-DRIEHAUS CAPITAL TO VOTE IN FAVOUR OF REVISED CARMIKE CINEMA OFFER, DESPITE MISGIVINGS
Chicago-based investment fund adviser Driehaus Capital Management will vote in favour of a revised offer from US-based cinema operator AMC Entertainment Holdings Inc. to acquire Carmike Cinemas, Inc. (NASDAQ: CKEC), in which Driehaus holds a significant stake, the firm said.
Driehaus beneficially owns 2,430,578 shares of Carmike Cinemas. On 25 July 2016, AMC Entertainment Holdings Inc. revised its offer for Carmike to USD 33.06 per share, composed of 70% cash and 30% stock. While an improvement, Driehaus said it still believes that this revised offer, like the one that preceded it, undervalues Carmike and does not equitably share the value created from the prospective transaction.
Status: Agreed

-DIEBOLD, WINCOR NIXDORF CLEAR FINAL ANTITRUST HURDLE; MERGER TO CLOSE ON 15 AUGUST
US-based cash machine maker Diebold, Inc. (NYSE: DBD) has received antitrust clearance in Poland for its planned acquisition of German banking software, hardware and services firm Wincor Nixdorf AG (FWB: WIN), the company said.
As a result, the company has attained all antitrust clearances required as a closing condition under the offer document for the acquisition. All closing conditions required for the consummation of the takeover offer are now satisfied and the takeover offer is expected to be settled on 15 August. Last November, the companies entered a combination agreement.
Status: Agreed

-CONTAINER FIRMS HOOVER, FERGUSON AND CHEP CATALYST AND CHEMICAL TO MERGE
US-based container solutions firms Hoover Container Solutions, Ferguson Group and CHEP Catalyst and Chemical Containers are merging to form Hoover Ferguson Group, the firm said.
The three firms offer products in the energy, petrochemical and general industrial markets. Global supply chain solutions company, Brambles Ltd., the owner of Ferguson and CCC, and First Reserve, the owner of Hoover, a private equity and infrastructure investment firm exclusively focused on energy, reached an agreement on 4 August to form a 50: 50 joint venture through the merger. Hoover Ferguson Group brings together three service providers. The combined HFG business will provide a range of customers with products and solutions through a global network of more than 70 service centres and 550 team members.
Status: Agreed

-PIPE MAKER FORTERRA ACQUIRES BIO CLEAN ENVIRONMENTAL SERVICES , MODULAR WETLAND SYSTEMS
US-based water and drainage pipe and products manufacturer Forterra has acquired affiliated companies Bio Clean Environmental Services, Inc. and Modular Wetland Systems, Inc., the company said.
The entities offer a range of storm water quality and biofiltration technologies that filter pollutants and remove sediment in accordance with local standards. The purchase includes the Modular Wetlands product line and all related intellectual property. For Forterra, this acquisition complements its drainage pipe and products business.
Status: Closed

-PLAINS ALL AMERICAN PIPELINE CLOSES ACQUISITION OF SPECTRA ENERGY'S CANADIAN NGL BUSINESS
US-based midstream energy infrastructure company Plains All American Pipeline, L.P.'s (NYSE: PAA) Plains Midstream Canada ULC subsidiary has completed the acquisition of the Canadian natural gas liquids business of US-based pipeline and midstream company Spectra Energy Corp's Westcoast Energy Inc subsidiary for a cash purchase price of approximately CDN 267m (USD 204m), the company said.
This includes approximately CDN 67m (USD 51m) for inventory and working capital. The acquisition includes an integrated system of assets, consisting of the Empress NGL extraction and fractionation facility, the Petroleum Transmission Company pipeline, seven NGL terminals and two NGL storage facilities in Western Canada.
Status: Closed

-CHIPMAKER RAMBUS CLOSES USD 190M ACQUISITION OF INPHI'S MEMORY INTERCONNECT BUSINESS
US-based semiconductor and IP products maker Rambus Inc. (NASDAQ: RMBS) has closed the acquisition of the Memory Interconnect Business from US-based high-speed analog and mixed signal semiconductor solutions provider Inphi Corp. (NYSE: IPHI) for USD 90m in cash, the company said.
This acquisition includes all assets of the Inphi Memory Interconnect Business, including product inventory, customer contracts, supply chain agreements and intellectual property. The combined business further strengthens Rambus' market position for memory buffer chip products and amplifies execution for future memory programs to meet the needs of the server, networking and data center market.
Status: Closed

-DOLLAR TREE LAUNCHES RESTRUCTURING RELATED TO MERGER; WILL AXE 370 JOBS
US-based discount variety store chain Dollar Tree, Inc. (NASDAQ: DLTR) will eliminate 370 positions, including 100 vacant positions, at its Family Dollar store support centre in Matthews, North Carolina in a restructuring related to its 2015 merger with Family Dollar, the company said.
According to Dollar Tree, this move is part of its ongoing efforts to integrate its support functions through a shared services model, the company. Last July, Dollar Tree completed the acquisition of rival Family Dollar Stores, Inc., creating a combined organisation with sales exceeding USD 19bn annually with more than 13,600 stores across 48 states and five Canadian provinces.
Status: Closed

-MEXICAN HOTEL REIT FIBRA INN TO ACQUIRE THE BEST WESTERN VALLE REAL HOTEL
Mexican hotel REIT Deutsche Bank Mexico, S.A., Banking institution, Trust Division F/1616 or Fibra Inn (BMV: FINN13) (OTC: DFBRY) has signed a binding agreement for the acquisition of the Best Western Valle Real Hotel located in the city of Monterrey, in the state of Nuevo Leon, the company said.
The hotel currently has a total of 85 rooms and operates in the limited-service segment. This investment is for MXN 67m (USD 3.57m), plus MXN 3.7m in taxes, acquisition-related expenses and corresponding VAT expenses.
Status: Agreed

-INNOSPEC TO BUY EUROPEAN SURFICANTS BUSINESS FROM HUNTSMAN FOR USD 225M
US-based specialty chemicals company Innospec Inc. (NASDAQ: IOSP) has committed to purchase US-based chemical company Huntsman Corp.'s (NYSE: HUN) European surfactants business, the companies said.
Under the terms of the planned transaction, Innospec would acquire Huntsman's manufacturing facilities located in Saint-Mihiel, France; Castiglione delle Stiviere, Italy; and Barcelona, Spain. As part of the USD 225m enterprise value, Huntsman would retain its related accounts receivables and trade payables. The business represents approximately USD 24m of EBITDA.
Status: Agreed

-SUN LIFE FINANCIAL TO ACQUIRE FWD HONG KONG'S PENSION BUSINESS
Canadian insurer Sun Life Financial Inc.'s (TSX: SLF) (NYSE: SLF) Sun Life Hong Kong Ltd. will acquire the pension business of FWD Life Insurance Co. (Bermuda) Ltd. consisting of Mandatory Provident Fund and Occupational Retirement Schemes Ordinance businesses, the company said.
Sun Life HK and FWD will also enter into an exclusive 15-year distribution agreement that will allow Sun Life HK to distribute its pension products through FWD's agency force in Hong Kong. The transactions, together with Sun Life HK's acquisition of the MPF business of Schroder Investment Management (Hong Kong) Ltd., will strengthen Sun Life HK's position as a leading MPF provider.
Status: Agreed

-OIL AND GAS EXPLORER NEWFIELD TO SELL ITS TEXAS ASSETS FOR AROUND USD 390M
US-based energy company Newfield Exploration Co (NYSE: NFX) has signed two separate purchase and sale agreements to divest substantially all of its assets in Texas for combined net after tax proceeds of nearly USD 390m, the company said.
The transactions, expected to close in 3Q16, are subject to ordinary closing conditions. Newfield said that the transactions include its unconventional assets in the Eagle Ford Shale and its conventional natural gas assets in south and west Texas.
Status: Agreed

-BEKINS NORTHWEST ACQUIRES WASHINGTON STATE BRANCH FROM CROWN MOVING
US-based moving company Bekins Northwest has acquired Crown Moving Co's Moses Lake branch, the company said.
This marks the fourth strategic procurement by Bekins Northwest in less than a year. Sanders Transfer, Clancy's Moving and Storage, Kennewick Transfer, and the addition of Crown Moving Co's Moses Lake branch have all become assets of Bekins Northwest. Other Bekins Northwest Washington State locations include Olympia, Tacoma, Federal Way, Seattle, Yakima, Tri-Cities, Walla Walla, and Spokane.
Status: Closed

-ROUNDTABLE HEALTHCARE PARTNERS INVESTS IN REVISION SKINCARE, GOODIER COSMETICS
US-based private equity firm RoundTable Healthcare Partners has made a majority investment in skincare brand Revision Skincare LLC and niche topical personal care and over-the-counter pharmaceutical products producer Goodier Cosmetics LLC, the firm said.
Revision is a marketer of physician direct dispensed products sold exclusively through dermatologists, plastic surgeons and other specialists, including brands such as Nectifirm, Intellishade and Teamine. Goodier is a developer and manufacturer of niche topical personal care and over-the-counter pharmaceutical products for Revision and other third parties. Financial terms of the transaction were not disclosed.
Status: Closed