Deal Pipeline
Wednesday 09 August 2017
The following is a list of deals covered in detail by M and A Navigator this week:

-LINCOLN INTERNATIONAL REPRESENTS INDUSTRIAL GROWTH PARTNERS IN SALE OF IDEAL-TRIDON TO SNOW PHIPPS
US-based mid-market investment bank Lincoln International a leading global represented US-based private equity investment firm Industrial Growth Partners in the sale of US-based industrial engineering designer and manufacturer Ideal-Tridon to an affiliate of US-based private equity firm Snow Phipps Group, the bank said.
Snow Phipps said it plans to leverage Ideal-Tridon's reputation and market position to build the business through a pipeline of new business opportunities and strategic acquisitions.
Status: Closed

-PARKWAY SCHEDULES 25 SEPTEMBER SHAREHOLDER VOTE ON USD 1.2BN CPPIB BUYOUT
Shareholders of Texas, US-based real estate investment trust Parkway, Inc. (NYSE: PKY) will vote on 25 September to decide whether to approve the company's agreement to be acquired by Canada-based investment management organisation the Canada Pension Plan Investment Board (CPPIB) for USD 1.2bn per share in a transaction expected to close in 4Q17, the company said.
This deal was announced in July. This transaction is not subject to a financing condition and is subject to customary closing conditions, including approval by Parkway's stockholders.
Status: Agreed

-SMITH AND WESSON CLOSES USD 10M ACQUISITION OF SUPPRESSOR PROVIDER GEMINI TECHNOLOGIES
US-based firearms maker American Outdoor Brands Corp.'s (NASDAQ: AOBC) firearms business, Smith and Wesson Corp., has completed the purchase of substantially all of the assets of US-based suppressors and accessories provider Gemini Technologies, Inc for USD 10m, the company said.
Gemini Technologies is a provider of suppressors and accessories for the consumer, law enforcement, and military markets. The signing of the definitive purchase agreement for the acquisition was announced on 5 July 2017. Due to the strict regulatory requirements governing the sale of suppressors, Smith and Wesson expects the integration and ramp up of Gemtech products to take place gradually over the balance of its current fiscal year.
Status: Closed

-MCCORMICK LAUNCHES STOCK OFFERING TO FUND PART OF RECKITT BENCKISER FOOD DIVISION ACQUISITION
US-based seasoning and condiment manufacturer McCormick and Co Inc. (NYSE: MKC) has launched an underwritten public offering of USD 500m of its common stock non-voting and will use the proceeds to fund part of its acquisition of the food division of UK-based home products supplier Reckitt Benckiser Group plc (RB) for USD 4.2bn, the company said.
This deal was announced in July. In connection with the offering, McCormick intends to grant the underwriters an option for 30 days to purchase up to USD 75m of additional shares of its common stock Non-Voting. McCormick plans to use the net proceeds of the offering to fund, in part, the purchase price of the previously announced pending acquisition of Reckitt Benckiser's Food Division.
Status: Agreed

-AAC HOLDINGS TO SELL OUTPATIENT AND SOBER LIVING FACILITIES IN NEVADA, TEXAS FOR USD 25M
US-based inpatient and outpatient substance abuse treatment services provider AAC Holdings, Inc. (NYSE: AAC) has signed a definitive agreement to sell its two standalone outpatient facilities and two sober living facilities in Las Vegas, Nevada and Arlington, Texas for USD 25m in cash to MedEquities Realty Trust, Inc. (NYSE: MRT), the company said.
Concurrently with the sale, the company will lease the facilities from MedEquities pursuant to a 15-year triple-net lease at an initial lease rate of 8.75%. AAC expects to deploy the proceeds to pay down borrowings on its revolving credit facility and fund its de novo activities. The transaction is expected to close by 11 August 2017, subject to customary closing conditions.
Status: Agreed

-LONDONMETRIC SELLS RETAIL PARK IN MILFORD HAVEN, UK FOR GBP 15.3M
UK-based retail property investor LondonMetric Property Plc (LSE: LMP) has sold its retail park in Milford Haven for GBP 15.3m (USD 19.86m), the company said. The 84,000 sq ft Havens Head Retail Park was acquired in 2010 for a net GBP14.2 m and is anchored by a 38,000 sq ft Tesco food store with other retailers including Iceland, Boots, Home Bargains, Card Factory and Peacocks. It generates income of GBP 1.1m pa and has a weighted unexpired lease term of 8.5 years.
 
According to the company, the property has generated an ungeared return of 7.0% pa and has been sold at book value to the port of Milford Haven. LondonMetric specialises in retailer-led distribution, convenience and out of town retail with a focus on strong and growing income and adding value through asset management initiatives and short cycle developments.
Status: Closed

-KEYWORDS STUDIOS ACQUIRES FRENCH AUDIO RECORDING AND LOCALISATION SERVICES FIRMS
Irish video games industry technical services provider Keywords Studios plc (LSE: KWS) has acquired French audio recording and localisation services providers La Marque Rose SARL, Asrec SAS and the subsidiary companies of holding company, Dune Media SAS, trading as Dune Sound and Around the Word, the company said.
Keywords said the acquisitions are in line with its strategy of consolidating a leading position in the highly fragmented video games services industry and generating synergies through scale in certain services and geographies. These acquisitions will allow the company to consolidate the providers of audio and localisation services in French which, together with German, remain the most important localised languages for games.
Status: Closed

-GCP STUDENT LIVING'S CONTRACT FOR CENTRAL BRIGHTON NOW UNCONDITIONAL
UK-based student residential asset REIT GCP Student Living plc (LSE: DIGS) 5 July contract to acquire and forward fund the construction of Circus Street, Brighton, has now gone unconditional, the company said.
The costs of acquiring and forward funding the construction is expected to be approximately GBP 70m (USD 90m) and will be funded by the net proceeds of the placing of new ordinary shares announced on 13 June 2017, the company's existing resources and further borrowings, as required. GCP Student Living was the first student accommodation REIT in the UK, investing in modern, purpose-built, private student residential accommodation and teaching facilities. Its investments are located primarily in and around London.
Status: Agreed

-STANDARD LIFE INVESTMENTS PROPERTY INCOME TRUST BUYS BIRMINGHAM, UK INDUSTRIAL UNIT
UK-based investment company Standard Life Investments Property Income Trust (LSE: SLI) has completed the purchase of a 46,800sqft industrial unit in Birmingham, the company said. This unit is close to an existing asset the company owns.
Standard Life Investments said the purchase price of GBP 4.58m (USD 5.94m) reflects an initial yield of 5.75%, and the property was let on a new 15 year lease with no breaks, earlier in 2017. The industrial unit in Birmingham is let to a good covenant on a 15 year lease with no breaks, and although the lease was only granted earlier this year the rent already looks reversionary following the letting the company completed recently on an adjacent unit, the company said.
Status: Closed

-STANDARD LIFE INVESTMENTS PROPERTY INCOME TRUST SELLS YORK SCIENCE PARK FOR GBP 4.35M
UK-based investment company Standard Life Investments Property Income Trust (LSE: SLI) has sold a 25,600sqft office on York Science Park for GBP 4.35m (USD 5.65m), the company said. According to the company, the price was just ahead of a June 2017 valuation figure of GBP 4.3m.
The company said the deal further reduces its out of town office exposure. Standard Life Investments Property Income Trust is engaged in the business of property investment through a portfolio of freehold and leasehold investment properties located in the United Kingdom.
Status: Closed

-CARR'S GROUP ACQUIRES US NUCLEAR POWER SPECIALIST NUVISION ENGINEERING
UK-based agriculture and engineering group Carr's Group plc (LSE: CARR) has acquired 100% of ESI Holding company, Inc., the holding company of USA based engineering company NuVision Engineering, Inc. for an initial cash consideration of USD 11.5m (GBP 8.8m), the group said.
Total cash consideration will be up to USD 20m (GBP 15.4m) dependent on future financial performance. The initial consideration will be financed through a combination of new and existing debt facilities, and the contingent consideration will be financed from NuVision's future retained earnings.
Status: Closed

-PALACE CAPITAL ACQUIRES NEWCASTLE, UK PROPERTIES FOR GBP 20M
UK-based property investment company Palace Capital (LSE: PCA) has completed the acquisition of the entire issued share capital of SM Newcastle OB Ltd for GBP 20m (USD 25.96m), the company said. The acquisition has been funded by a new loan of GBP 11.5m from Santander, with the balance being funded from the company's own cash resources.
SM Newcastle owns the freeholds of 1, 2 and 3 St James Gate, Newcastle-upon-Tyne as well as the Jury's Inn Newcastle-upon-Tyne. These properties are situated close to Newcastle Railway Station and were originally developed by The McAleer and Rushe Group.
Status: Closed

-CLARKE(T.) ACQUIRES BUILDING SYSTEMS SPECIALIST ETON ASSOCIATES
UK-based building services group TClarke plc (LSE: CTO) has acquired UK-based systems specialist Eton Associates Ltd., the group said. Eton Associates is a London based systems specialist offering a range of building management systems.
The company is well known to TClarke and the group has worked alongside them on a number of projects in its core markets in London. It specialises in installing and maintaining sophisticated building controls systems on complex office buildings. Recent projects Eton has been involved with include, 20 Fenchurch Street, Chiswick Park, One Canada Square, Bloomberg London, Lacon House and Angel Court.
Status: Closed

-PROACTIS CLOSES ACQUISITION OF SPEND MANAGEMENT SOLUTIONS PROVIDER PERFECT COMMERCE
UK-based spend control software provider Proactis Holdings plc (LSE: PHD) has closed the acquisition of US-based spend management solutions firm Perfect Commerce LLC, the company said. This follows the announcements on 7 July 2017 in relation to the acquisition.
Perfect Commerce has operations in the US, UK and Europe. Proactis acquired the firm for an aggregate consideration of up to USD 132.5m. It has complementary territorial reach with extensive international capabilities serving approximately 150 customers (largely Tier 1), with over 1.3m users across more than 80 countries, 20 languages and 100 currencies.
Status: Closed

-NETCALL ACQUIRES LOW-CODE SOFTWARE PROVIDER MATSSOFT
UK-based software company Netcall plc (LSE: NET) has acquired UK-based cloud-based low-code software provider MatsSoft Ltd., the company said. The initial consideration is GBP 11.1m (USD 14.41m) in cash and the issue of 3,499,864 new ordinary shares of 5p each in the capital of Netcall.
Potential further consideration of up to GBP 2.3m cash and 9.5m Netcall Shares is also payable dependent on achieving specified performance targets achieved over various periods from completion of the acquisition. The acquisition is being funded from the company's existing cash resources and a GBP 7m loan note from Business Growth Fund.
Status: Closed

-LXI REIT ACQUIRES YORKSHIRE SUPPORTED LIVING PORTFOLIO FOR GBP 4.5M
UK-based property investor LXi REIT plc (LSE: LXI) has completed the acquisition of the freehold interest in a portfolio of regulated long-let supported living properties located in Yorkshire, UK, the company said. The purchase price for the portfolio is GBP 4.5m (USD 5.84m), reflecting a net initial yield of 6.0% (net of acquisition costs to the company).
Each property is immediately income producing and has been let on a new 25-year lease, with no tenant break, to a specialist Registered Provider of social housing.
Status: Closed

-EMPIRIC STUDENT PROPERTY ACQUIRES DEVELOPMENT SITE IN BRISTOL, UK
UK-based student accommodation owner and operator Empiric Student Property plc (LSE: ESP) has acquired, on an unconditional basis, the freehold of the former St Mary's Hospital in Bristol for GBP 8.08m (USD: 10.49m), the company said.
The current site comprises a 3,400 sq m former hospital building and 65 car parking spaces. The company is in the process of preparing a planning application for a 100+ bed premium student accommodation development.
Status: Closed

-FRESENIUS TO ACQUIRE MEDICAL TECHNOLOGY AND SERVICES FIRM NXSTAGE
Massachusetts, US-based dialysis products and services provider Fresenius Medical Care has agreed to acquire Massachusetts, US-based medical technology and services company NxStage Medical, Inc., (NxStage) (NASDAQ: NXTM) to strengthen its vertically integrated dialysis business, the company said.
Fresenius Medical Care will acquire all outstanding shares of NxStage through a merger for 30.00 per common share, valuing the transaction at approximately USD 2bn financed through cash and debt. Fresenius Medical Care currently expects the closing to occur in 2018.
Status: Agreed

-MEXICHEM TO ACQUIRE MAJORITY STAKE IN ISRAELI IRRIGATION FIRM NETAFILM IN USD 1.895BN DEAL
Mexico-based chemical company Mexichem, S.A.B. de C.V. (BMV: MEXCHEM) has agreed to acquire an 80% stake in Israeli-based smart irrigation firm Netafim, Ltd. from a company backed by the Permira Funds and other minority shareholders, the company said.
The total enterprise value of the transaction is USD 1.895bn. Mexichem will fund the acquisition with a combination of cash and debt. Kibbutz Hatzerim, the founder, will retain the remaining 20% stake of Netafim's share capital.
Status: Agreed

-MSD ANIMAL HEALTH TO PURCHASE AUSTRIAN MANUFACTURING FACILITY FROM SHIRE
New Jersey, US-based biopharmaceutical company MSD Animal Health plans to acquire an Austria-based manufacturing facility in Krems an der Donau to expand its global vaccine manufacturing capability, the company said.
The Krems facility is currently owned by Shire plc and will add to the company's global manufacturing capabilities. The manufacturing facility in Krems provides MSD Animal Health additional manufacturing resources and technology platforms to meet the growing demand for vaccine products that prevent disease and keep animals healthy while positioning the company for strong long-term growth.
Status: Agreed

-CHARLES RIVER LABORATORIES ACQUIRES US CRO BRAINS ON-LINE FOR EUR 18M
Massachusetts, US-based pre-clinical and clinical laboratory services provider Charles River Laboratories International, Inc. (NYSE: CRL) has acquired contract research organisation Brains On-Line to Strengthen Charles River's position as a provider of CNS contract research services, the company said.
The purchase price was approximately EUR 18m in cash (approximately USD 21m). In addition to the initial purchase price, the transaction includes potential additional payments of up to EUR 6.7m (USD 8m).based on future performance. Charles River said the addition of Brains On-Line expands Charles River's existing CNS capabilities and establishes Charles River as a single-source provider for a portfolio of discovery CNS services.
Status: Closed

-INLAND RESIDENTIAL ACQUIRES ALABAMA, US MULTIFAMILY PROPERTY COMPLEX
Illinois, US-based REIT Inland Residential Properties Trust, Inc. has acquired 332-unit Alabama, US-based apartment complex The Verandas at Mitylene to expand multifamily portfolio, the company said.
A senior vice president of Inland Real Estate acquisitions, Inc., facilitated the purchase of the property, with assistance from assistant vice president and associate counsel of The Inland Real Estate Group, LLC, Law Department, on behalf of Inland Residential Trust. As of June 30, 2017, the property was approximately 91% leased.
Status: Closed

-SITEONE LANDSCAPE SUPPLY ACQUIRES SOUTH COAST SUPPLY
Georgia, US-based landscape supplies provider SiteOne Landscape Supply, Inc. (NYSE: SITE) has acquired California, US-based South Coast Supply to expand its hardscape offering and footprint in the Orange County area of California, the company said.
SiteOne said South Coast Supply adds depth to its existing hardscape presence in Southern California, further bolstering its position in the area. SiteOne Landscape Supply is a wholesale distributor of landscape supplies in the US and has a growing presence in Canada.
Status: Closed

-TALLGRASS ENERGY EXPANDS OFFERINGS IN POWDER RIVER BASIN WITH ACQUISITION OF OUTRIGGER GATHERING SYSTEM
Kansas, US-based midstream energy operator Tallgrass Energy Partners, LP (NYSE: TEP) subsidiary Tallgrass Midstream, LLC has finalised the acquisition of the crude oil gathering system of Outrigger Energy LLC, located in the Powder River Basin, the company said.
The acquisition was purchased for approximately USD 36m. The acquired assets include approximately 34 miles of gathering lines and approximately 150,000 acres dedicated on a long-term fee-based contract. Tallgrass estimates approximately USD 7m in additional capital expenditures for the remainder of 2017 on the Outrigger system.
Status: Closed

-MOZOO ACQUIRES ADINCUBE TO ADVANCE MOBILE PUBLISHING AD PLATFORM
UK-based mobile monetisation specialist Mozoo, has acquired France-based AI powered in-app mediation technology provider AdinCube to enhance ad revenue optimisation, the company said.
AdinCube was acquired for USD 20m IN cash, shares and earnout. The acquisition will enable Mozoo to enhance its in-app monetisation offer on a global scale, providing app developers and publishers with a meta that feeds demand from all available sources on the market, while remaining entirely unbiased. Proprietary machine learning technology optimises all buyers, bidders and purchasing metrics at the precise moment an impression is served. AdinCube was acquired for USD 20m in cash, shares and earnout.
Status: Closed

-KYOCERA ACQUIRES FASTENING TOOLS MANUFACTURER SENCO
Japan-based industrial tools manufacturer Kyocera Corp. (NYSE: KYO) (TSE: 6971) has acquired Ohio, US-based fastener and tool manufacturer Senco Holdings, Inc. to expand its fastening tools business, the company said.
The enterprise has been renamed Kyocera Senco Industrial Tools, Inc. With the acquisition of Senco, Kyocera said it plans to increase its sales of fastening tools and fasteners to JPY 40bn (USD 361m) by the fiscal year ending March 31, 2021. Senco creates fasteners and power-fastening tools for residential, commercial, manufacturing and construction applications.
Status: Closed

-CROSSROADS TREATMENT FINALISES ACQUISITION OF CENTER OF HOPE TO EXPAND OPOID TREATMENT SERVICES
South Carolina, US-based outpatient opioid treatment services provider Crossroads Holding, LLC has completed its acquisition of drug addiction treatment centre South Carolina, US-based Center of Hope of Myrtle Beach, LLC, the company said.
Crossroads Holding, LLC is a portfolio company of Colorado, US-based private equity firm Revelstoke Capital Partners LLC. Crossroads said Center of Hope is the third of several anticipated acquisitions which, combined with organic expansion, will enable Crossroads to better serve patients and the opioid dependent community.
Status: Closed

-AMERICAN MIDSTREAM ACQUIRES PANTHER TO ENHANCE GULF COAST ASSET BASE
Texas, US-based American Midstream Partners, LP (NYSE: AMID) (Partnership) has acquired 100% of the assets in Panther Asset Management, LLC to expand its Gulf of Mexico portfolio, the company said.
Panther was acquired for a total consideration of approximately USD 52m. The consideration consisted of approximately USD 39m cash from borrowings under the partnership's revolving credit facility and common units representing limited partner interests. Through the purchase, AMID will acquire Panther's 33.3% equity interests in Main Pass Oil Gathering (MPOG), as well as Panther's 40% equity interest in American Panther, LLC, giving the partnership 100% of MPOG and AmPan.
Status: Closed

-KKR TO ACQUIRE US AMBULATORY SURGERY CENTRES OPERATOR COVENANT SURGICAL
New York, US-based investment firm KKR and Co., LP has agreed to acquire Tennessee, US-based ambulatory surgery centres operator Covenant Surgical Partners, Inc. from DFW Capital Partners, Iroquois Capital Group, PineBridge Investments, and other shareholders, the company said.
The transaction is expected to close in 3Q17. KKR is making its investment primarily through its KKR Americas XII Fund. Becker's ASC Review reported fully committed debt financing for the transaction is being provided by Goldman Sachs and KKR Capital Markets. Covenant said in a press release that KKR will provide resources for the next stage of Covenant's evolution.
Status: Agreed

-A/E MEDICAL ACQUIRES CARDIOTHORACIC CLOSURE BUSINESS OF RTI SURGICAL
California, US-based private equity firm Vance Street Capital LLC and New Jersey, US-based cardiovascular medical device manufacturer A and E Medical Corp. have acquired the cardiothoracic closure business of Florida, US-based surgical implant company RTI Surgical, the company said.
The company will pay USD 54m in cash plus USD 6m in contingent cash consideration. Vance Street said the combination of the two businesses will further enhance A and E's engineering and product development pipeline as well as expand A and E's reach across cardiovascular hospitals. The addition of RTI's advanced sternal closure products solidifies A and E Medical's position in the sternal closure market. About A and E Medical Corp.
Status: Closed

-HALMA ACQUIRES BLOOD PRESSURE MONITORING SPECIALIST CARDIOS
UK-based health and environmental technology group Halma plc (LSE: HLMA) has acquired Brazilian ambulatory blood pressure monitoring specialist Cardios and a range of non-invasive blood pressure devices from CAS Medical Systems Inc., the company said.
Cardios, located in São Paulo, Brazil, designs and manufactures ambulatory ECG recorders and ambulatory blood pressure monitors to Brazilian healthcare providers. These devices are used by cardiologists and general practitioners to diagnose and prevent heart and blood vessel related diseases like hypertension, diabetes, heart attacks, and heart arrhythmias.
Status: Closed

-HALMA ACQUIRES BLOOD PRESSURE DEVICES FROM CAS MEDICAL SYSTEMS
UK-based health and environmental technology group Halma plc (LSE: HLMA) has acquired a range of non-invasive blood pressure devices from US-based CAS Medical Systems Inc., the company said. Halma's Medical sector subsidiary, SunTech Medical Inc (SunTech) completed the purchase of CASMED NIBP on 25 July 2017.
These new NIBP monitoring products provide SunTech with more clinical grade options for OEM customers seeking NIBP technology for multi-parameter monitors, EMS defibrillators, haemodialysis machines and various other clinical monitoring devices. The initial cash consideration for CASMED NIBP was USD 4.5m (GBP 3.4m) with up to a further USD 2m (GBP 1.5m) payable based on the achievement of certain sales criteria through to June 2019.
Status: Closed

-FISERV SWEETENS PRICE FOR UK FINANCIAL SERVICES TECHNOLOGY FIRM MONITISE
US-based financial services technology company Fiserv, Inc. (NASDAQ: FISV) has sweetened the terms of a recommended cash offer to acquire UK-based financial technology firm Monitise plc (LSE: MONI), the company said.
On 13 June 2017, the boards of Fiserv, Inc. and Monitise plc announced that they had reached agreement on the terms of a recommended cash offer by Fiserv UK Ltd. (an indirect wholly-owned subsidiary of Fiserv), for the entire issued and to be issued share capital of Monitise at a price of 2.9 pence in cash for each Monitise share, to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
Status: Agreed

-CAMBIUM GLOBAL TIMBERLAND CLOSES SALE OF HAWAIIAN ASSETS
Jersey-based investment company Cambium Global Timberland Ltd. (LSE: TREE) has closed the sale of its Hawaiian assets, namely the leasehold interests at the Pinnacle and Pahala Estates, the company said.
The escrow agent has paid to the company the cash proceeds of the sale. The price was USD 3.3m. The company has now successfully exited all its former interests in Hawaii and now holds only its interests in Tocantins and Minas Gerais, Brazil.
Status: Closed

-ALPHA REAL TRUST CLOSES SALE OF STAKE IN MADRID SHOPPING CENTRE STAKE
St. Martin's Channel Islands-based real estate investor Alpha Real Trust (LON: ARTL) has closed the sale of a 70% equity interest in the H2O shopping centre in Madrid to CBRE European Co-Investment Fund, the company said.
CBRE European Co-Investment Fund is managed by CBRE Global Investors. Alpha Real Trust originally purchased H2O in March 2010 for EUR 83.3m. As previously reported, Alpha Real Trust will retain a 30% stake in joint venture with CBRE Global Investors to participate in the future growth of the centre.
Status: Closed