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

-HORIZON BANCORP TO ACQUIRE KOSCIUSKO FINANCIAL IN USD 22.5M DEAL
Indiana, US bank holding companies Horizon Bancorp (NASDAQ: HBNC) and Kosciusko Financial, Inc. have executed a definitive agreement whereby Horizon will acquire Kosciusko and its wholly-owned subsidiary, Farmers State Bank, an Indiana state chartered bank, through a stock and cash merger, the companies said. The transaction has an implied valuation of approximately USD 22.5m.
Status: Agreed

-CALPINE CLOSES USD 500M ACQUISITION OF NEW ENGLAND POWER PLANT
US-based electrical generation company Calpine Corp. (NYSE: CPN) has completed the acquisition of Granite Ridge Energy Center, a natural gas-fired, combined-cycle power plant located in Londonderry, New Hampshire, approximately 45 miles northwest of Boston, the company said.
Calpine purchased the plant, which has a nameplate generating capacity of 745mw, from Granite Ridge Holdings for USD 500m, or approximately USD 671 perkw, subject to working capital adjustments.
Status: Closed


-EUROPEAN COMMISSION CLEARS USD 14.84M SCHLUMBERGER-CAMERON TIE-UP
The European Commission has cleared the proposed merger of US-based oilfield services firms Schlumberger Ltd. (NYSE: SLB) and Cameron (NYSE: CAM), the companies said.
Under the terms of the merger agreement, Schlumberger and Cameron only await regulatory approval from the Ministry of Commerce of the People's Republic of China. The Chinese authorities started their 30-day Phase 1 review process on 4 February 2016. Under the terms of the agreement, Cameron shareholders will receive 0.716 shares of Schlumberger common stock and a cash payment of USD 14.44 in exchange for each Cameron share.
Status: Agreed

-MATTRESS FIRM CLOSES USD 780M ACQUISITION OF RETAILER SLEEPY'S
US-based specialty mattress retailer Mattress Firm Holding Corp. (NASDAQ: MFRM) has closed its acquisition of all of the outstanding equity interests in HMK Mattress Holdings LLC, the holding company of US-based specialty mattress retailer Sleepy's and related entities, the company said.
The aggregate purchase price is USD 780m. Sleepy's is the nation's second largest specialty mattress retailer, with over 1,050 stores in 17 states in the Northeast, New England, the Mid-Atlantic and Illinois.
Status: Closed

-RIVER VALLEY BANCORP RECEIVES FINAL APPROVALS FOR MERGER
US-based bank holding companyRiver Valley Bancorp (NASDAQ: RIVR) has received all required regulatory approvals and waivers with respect to a deal under which the company will be acquired by German American Bancorp, Inc. (NASDAQ: GABC) in a USD 83.5m deal, the company said. Last October, the companies agreed a deal under which German American would acquire River Valley.
Status: Agreed

-GLOBAL-TECH ADVANCED INNOVATIONS SETS SHAREHOLDER MEETING FOR MERGER VOTE
Hong Kong-based holding company Global-Tech Advanced Innovations Inc. (NASDAQ: GAI) has called an extraordinary general meeting of its shareholders for March 17 to consider and vote on an agreement and plan of merger with BVI-based Timely Star Ltd. and Timely Merit Ltd., a direct wholly owned subsidiary of parent, Global-Tech said
Global-Tech Advanced Innovations entered into the deal in December 2015. Under the terms of the merger agreement, each of the company's ordinary shares issued and outstanding immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive USD 8.85 in cash per share.
Status: Agreed

-DIEBOLD LAUNCHES TAKEOVER OFFER FOR GERMANY'S WINCOR
US-based cash machine maker Diebold, Inc. (NYSE: DBD) has commenced the voluntary public takeover offer for all no-par value bearer shares of German banking software, hardware and services firm Wincor Nixdorf Aktiengesellschaft, the company said.
The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") approved the publication of the German offer document. Diebold is offering EUR 38.98 in cash and 0.434 common shares of Diebold (ISIN US2536511031) in exchange for each Wincor-Share. The deal is worth around USD 1.8bn.
Status: Agreed

-ISRAELI RETAILER ALON BLUE RECEIVES BUYOUT OFFER
Israeli retail company Alon Blue Square Israel Ltd. (NYSE: BSI) has received an offer under which a company in the Zeevi Group would acquire 51% of the company's outstanding shares from Alon Retail Ltd., a major company shareholder, for NIS 85m (USD 21.84m), the company said.
In addition, the purchaser would obtain a three year option to acquire an additional 21% of the company's shares from Alon Retail at the same price per share.
Status: Bidding

-VTECH TO ACQUIRE US BASED EDUCATIONAL ENTERTAINMENT SPECIALIST LEAPFROG FOR USD 72M
Hong Kong-based electronic learning products and cordless telephones company VTech Holdings Ltd. and LeapFrog Enterprises, Inc. (NYSE: LF), a US developer of educational entertainment for children,  have entered into a merger agreement whereby VTech will acquire LeapFrog, the companies said.
VTech plans to acquire 100% of the outstanding common stock of LeapFrog through an all cash tender offer followed by a second-step merger.
Status: Agreed

-CORPORATE FINANCE ASSOCIATES ADVISES G.L. HUYETT PRECISION SPECIALTIES
The Chicago office of mergers and acquisitions advisor Corporate Finance Associates was the exclusive advisor to G.L. Huyett in its acquisition of Precision Specialties, LLC, the firm said. Based in Minneapolis, Kansas, G.L. Huyett is a master distributor and importer of industrial fasteners and other industrial products.
Precision Specialties, headquartered in Collierville, Tennessee, is a distributor of industrial and specialty fasteners for automotive, electrical, industrial, and safety industries.
Status: Closed

-POZEN CLOSES USD 146M ACQUISITION OF CANADIAN DRUGMAKER TRIBUTE
US-based specialty pharmaceutical company Pozen Inc. (NASDAQ: POZN) has closed its acquisition of Canadian drugmaker Tribute Pharmaceuticals Canada Inc. (TSX Venture: TRX) (OTCQX: TBUFF), the company said.
In June Pozen agreed to acquire Tribute in a transaction valued at approximately USD 146m, the company said. Pozen has since formed a new company, Aralez Pharmaceuticals Inc., organised under the laws of British Columbia, Canada. A Canadian subsidiary of Aralez merged with Tribute, through a three-cornered amalgamation in a plan of arrangement, with Tribute surviving as a wholly-owned subsidiary of Aralez.
Status: Closed

-PUBLIC SERVICE PROPERTIES SELLS BRAKEL CARE HOME PROPERTY FOR EUR 3M
Guernsey-based real estate investment and financing company Public Service Properties Investments Ltd. (AIM: PSPI) has exchanged binding contracts to dispose of its Germany-based Brakel care home property for a gross price of EUR 3m (USD 3.34m), the company said.
The sale was executed with a company owned by the same beneficial owner as the tenant at Brakel, was concluded under German law and is expected to close within six weeks on completion of re-registration of the property in the appropriate land registry.
Status: Closed

-UK ENGINEERING GROUP RENEW CLOSES SALE OF ALLENBUILD
UK-based engineering services group Renew (AIM: RNWH) has confirmed that Places for People Group Ltd. has completed the acquisition of the group's Allenbuild Ltd. holding with the payment of the second 50% of consideration of GBP 1.375m (USD 2m) in cash.
This follows on from the initial announcement of the disposal of the business for a total consideration of GBP 2.75m made on 3 November 2014.
Status: Closed

-NATIONAL AUSTRALIA BANK CLOSES DEMERGER, IPO OF CYPG
Australian financial services firm The National Australia Bank (ASX: NAB) said that the demerger and proposed initial public offering to institutional investors of CYBG Plc UK unit is now effective. This is part of a plan, announced last month, to float Clydesdale Bank on the LSE.

CYBG plc is comprised on Scotland's Clydesdale Bank and northern England's Yorkshire Bank. In the IPO, the banks were valued at about GBP 1.6bn (about USD 2.3bn).
Status: Closed

-TULLETT PREBON RECEIVES DOJ INFORMATION REQUEST IN ACQUISITION OF ICAP BUSINESS
UK-based inter-dealer money broker Tullett Prebon plc (LSE: TLPR) has has received a request for additional information and documentary material from the United States Department of Justice relating to its agreed deal with UK-based dealer broker ICAP plc for the acquisition of ICAP's global hybrid voice broking and information business, the company said.
This form of request from the DOJ, often referred to as a "Second Request," is part of the regulatory process under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Tullett Prebon continues to anticipate that the Transaction will close in 2016. The deal is worth around USD 2.3bn.
Status: Agreed

-TOTAL PRODUCE ACQUIRES 65% OF LOS ANGELES PRODUCE COMPANY
Irish fresh produce company Total Produce plc has acquired a 65% equity stake in Los Angeles, California-based produce company Progressive Produce LLC, Total Produce said.
Progressive Produce is a grower, packer and distributor of conventional and organic produce to the retail, wholesale and foodservice sectors in the US and Canada. The company was founded in 1967 and posted 2015 sales in excess of USD 200m. The firm employs 214 people.
Status: Closed

-BGEO GROUP MERGES CORPORATE BANKING, INVESTMENT MANAGEMENT BUSINESSES
UK-based bank holding company BGEO Group has merged its Corporate Banking and Investment Management businesses into a corporate investment banking business, the company said.
BGEO is the holding company of JSC Bank of Georgia. According to the company, the merged business will leverage its knowledge and capital markets capabilities in the Georgian and neighbouring markets both in terms of reach and the expertise that it has accumulated during the past several years through its corporate advisory, research and brokerage practices united under Galtand Taggart - a wholly owned subsidiary of Bank of Georgia.
Status: Closed

-UK RETAILERS HOME RETAIL, SAINSBURY'S AGREE ON GBP 1.3BN TIE-UP
The boards of UK-based supermarket chain J Sainsbury plc and Home Retail Group plc have reached agreement on the key financial terms of a possible offer for Home Retail Group by Sainsbury's, the companies said.
According to the companies, the possible offer implies a value of approximately GBP 1.1bn for Home Retail Group's share capital, based on the closing price of Sainsbury's shares on 1 February 2016. The offer and proposed capital returns together imply a value of approximately 161.3 pence per Home Retail Group share, based on the closing price of Sainsbury's shares on 1 February 2016, and a value of approximately GBP 1.3bn (USD 1.89bn) for Home Retail Group's share capital.
Status: Agreed

-ONLINE BETTING FIRMS BELTFAIR GROUP, PADDY POWER CLOSE MERGER
Irish online betting firm Paddy Power plc and UK-based rival Betfair Group plc have closed their merger to create Paddy Power Betfair plc, the companies said.
According to the companies, the merger creates one of the world's largest public online betting and gaming companies by revenue with enlarged scale, capability and distinctive and complementary brands. Under the deal, Paddy Power shareholders own 52% and Betfair shareholders own 48% of the issued and to be issued share capital of the combined group. The deal would be worth around GBP 5bn (USD 7.71bn). Paddy Power shareholders have received a special dividend of EUR 80m.
Status: Closed

-MX OIL TO RECEIVE USD 18M FOR NIGERIAN INVESTMENT
UK oil and gas investment company MX Oil plc (LSE: MXO) is making progress toward the sale of its Nigerian investment and has clarified the terms of the deal, the company said. On 25 January, the company announced it had received a formal offer and term sheet from a credible third party for the whole of its Nigerian investment.
Under the terms of the proposal, the company will receive USD 18m for the sale of its investment upon meeting certain conditions as set out below. Initially up to USD 3.5m will be advanced to the company in two stages after the signing of binding legal documentation.
Status: Agreed

-UK HOUSING ASSOCIATIONS SOVEREIGN HOUSING CAPITAL, SPECTRUM IN MERGER TALKS
UK-based housing associations Sovereign Housing Capital Plc and Spectrum Housing Group are in talks about joining together to form a new 56,000-home organisation, the firms said. If the merger goes ahead it will create the largest housing provider in the south and south west of England.
Sovereign and Spectrum Housing Group say they have been considering the move since last year following discussions about stock swaps as part of Sovereign's stock rationalisation plans. Both housing associations agreed it made even more sense to explore the benefits a merger would bring, given the increasingly challenging policy landscape.
Status: Talks

-HICL INFRASTRUCTURE TO ACQUIRE STAKE IN FRENCH MOTORWAY PROJECT
UK-based HICL Infrastructure Co Ltd. (LSE: HICL), an infrastructure investment company advised by InfraRed Capital Partners Ltd., has reached an agreement to acquire a 13.8% interest in the A63 motorway project in France, the company said.
The vendors are Colas Sud Ouest and Spie Batignolles. HICL said that the acquisition is subject to a number of conditions and is expected to complete in early 2017. Consideration of up to EUR 87m (USD 126.50m) will be paid to the vendors at completion.
Status: Agreed

-EASTERN EUROPEAN PROPERTY FUND CLOSES SALE OF ISTANBUL OFFICES
UK-based real estate investor Eastern European Property Fund Ltd. completed the disposal of the two remaining third floor offices in the Nils Passaj property in Beyoglu, Istanbul, for a total cash consideration of USD 500,000, the company said.
 EEPF said the proceeds from this disposal are in line with the latest independent property valuation. This follows the May 2015 sale of two offices in the Nils Passaj property in Beyoglu, Istanbul for a total cash consideration of USD 275,000 and the Nils Passage disposed of on 15 May 2015 for USD 250,000.
Status: Closed

-IRISH PROPERTY INVESTOR GREEN REIT TO SELL "THE GLAS COLLECTION"
Irish property investment company Green REIT Plc (LSE: GRN) has appointed JLL to sell "The Glas Collection" by private treaty on its behalf, the company said.
The collection comprises six properties and provides exposure to almost all Irish property sectors. Four of the six properties are in Dublin and include the mixed use Arena Centre in Tallaght, Ormond Building in Dublin city centre, Classon House in Dublin 14 and Parnell Car Park in Dublin 1.
Status: Agreed

-TECHFINANCIALS ENTERS JV WITH HONG KONG FIRM
Cyprus-based TechFinancials Inc. (AIM: TECH), a software developer that supplies simplified trading solutions to online brokers, is pleased to announce that the company has entered into a joint venture agreement with a Hong Kong registered company IBID Holdings Ltd. a company specialising in the development of high growth, online oriented companies, TechFinancials said.
According to TechFinancials, the JV will leverage the expertise of the group and IBID to accelerate the growth of one of the B2C binary options trading brands of the group with an objective of increasing the company's B2C market share, revenues and profitability.
Status: Agreed

-QUARTO GROUP ACQUIRES THE HARVARD COMMON PRESS
UK-based illustrated book publisher and distribution group The Quarto Group, Inc.'s Quarto Publishing Group USA subsidiary has acquired The Harvard Common Press, an independent publisher primarily focused on cooking and childcare, the group said.
The purchase, which was completed on 1 February, adds hundreds of titles to the Quarto backlist as well as over 25,000 recipes. Quarto said that the acquisition furthers its position as a publisher of lifestyle-oriented titles for consumer markets.
Status: Closed

-ACCESS INTELLIGENCE SELLS DUE NORTH SUBSIDIARY FOR GBP 4.5M
UK-based Access Intelligence plc (AIM: ACC), a supplier of Software-as-a-Service solutions for reputation and operational risk management, has disposed of its Due North Ltd. subsidiary for an aggregate cash consideration of GBP 4.5m (USD 6.52m), to spend control and eProcurement solution provider Proactis Holdings plc (AIM: PHD), the company said.
Due North, established in 1993, is a provider to the public sector of cloud-based strategic sourcing solutions in the UK. For the financial year ended 30 November 2015, the group's unaudited management accounts show a revenue contribution from Due North of GBP 1.79m with EBITDA of GBP 0.36m and profit before tax of GBP 0.18m.
Status: Closed

-HERENCIA AGREES TO "EARN IN" DEAL WITH CHILEAN MINING FIRM
UK-based exploration and development company Herencia Resources plc (LSE: HER) has signed a binding term sheet with Next Minerals, a private Chilean mining company, under which Next can "earn-in" to a joint venture arrangement in respect of the company's Picachos copper project and the Pastizal project where the company is expecting to sign an option agreement with the owner shortly, the company said.
Should Next elect to acquire the full 100% interest in the Picachos and Pastizal Projects, the total consideration payable under the agreement to Herencia is USD 5.125m (approximately GBP 3.6m).
Status: Agreed

-SHANKS GROUP SELLS 49.99% OF THE EQUITY IN THE WAKEFIELD PFI CONTRACT
UK-based waste-to-product business Shanks Group plc (LSE: SKS) has sold 100% of the subordinated debt and 49.99% of the equity in the financing and infrastructure vehicle relating to its PFI contract with Wakefield Council to Equitix, the company said.
Under the terms of the transaction, the gross cash consideration of GBP 30m (USD 43.45m) is payable in cash on completion and costs will be approximately GBP 1m. The transaction has been signed by Equitix, has full bank consent and requires the formal approval of Wakefield Council which will be considered at the council's cabinet meeting in March.
Status: Closed

-TARGET HEALTHCARE ACQUIRES CARE HOME IN SOUTH EAST ENGLAND
UK-based specialist property investor Target Healthcare REIT Ltd. has completed the acquisition of a purpose-built care home in the south east of England for around GBP 14m (USD 20.28m), the company said.
The home was opened in 2011 and provides accommodation in luxurious surroundings in several acres of grounds in beautiful countryside. All the bedrooms have full ensuite facilities including wetroom showers with the home representing one of the highest quality care home environments in the UK.
Status: Closed

-OCTOPUS TITAN VCT TO SELL MOBILE TYPING APP DEVELOPER TOUCH TYPE
UK-based Octopus Titan VCT plc has agreed terms for the acquisition of TouchType, the company behind the SwiftKey app for faster, easier typing on mobile phones and tablets, by Microsoft, Titan VCT said.
Titan VCT was the first institutional investor in TouchType in August 2010 prior to it launching its award winning SwiftKey app, which is now used on more than 300 m smartphones, in more than 100 languages. The sale of TouchType will generate a significant capital gain on Titan's investment of GBP 6.6m (USD 9.56m), the company said.
Status: Agreed