Deal Pipeline
Monday 09 May 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-MACFARLANE GROUP ACQUIRES PACKAGING BUSINESS OF EDWARD MCNEIL
UK-based packaging company Macfarlane Group plc (LSE: MACF) has acquired the packaging business of Edward McNeil Ltd., the group said.
Macfarlane will pay up to GBP 1.80m (USD 2.60m) for the business from existing borrowing facilities, with the deferred consideration of GBP 0.15m payable in the next twelve months, based on certain working capital targets. Macfarlane said that the move is in line with its strategy to develop its packaging distribution business in the UK protective packaging market.
Status: Closed

-PINNACLE TECH GROUP TO SELL RMS MANAGED IT SECURITY FOR GBP 1
UK-based converged technology solutions provider Pinnacle Technology Group plc (LSE: PINN) has agreed to sell IT security software and consultancy solutions firm RMS Managed IT Security Ltd to Intronovo Ltd. for GBP 1, the group said.
Pinnacle said that the move was part of its efforts to position the group firmly as a provider of 'IT as a Service' targeting provision of higher margin services in order to maximise earnings. The group acquired the entire share capital of RMS Managed IT Security Ltd. and its Aware Distribution Ltd. subsidiary on 10 October 2011.
Status: Agreed

-BOND INTERNATIONAL SOFTWARE SELLS STRICTLY EDUCATION UNIT FOR GBP 11.3M
UK-based recruitment and human resources industries software company Bond International Software plc has completed the sale of the entire issued share capital of its Strictly Education Ltd. subsidiary, to Education Services Solutions Ltd. for a total consideration of GBP 11.3m (USD 16.31m), the company said.
Education Services Solutions is a newly formed company in respect of which a UK based private investment fund will own the majority interest and management will own a minority interest. Strictly Education provides a range of outsourced payroll, HR, IT, property and other services to state schools in England. 
Status: Closed

-UK ALCOHOL WHOLESALER CONVIVIALITY TO ACQUIRE BIBENDUM
UK-based alcohol wholesaler Conviviality Plc's (AIM: CVR) Conviviality Brands Ltd. subsidiary has conditionally agreed to acquire UK-based wine, spirit and beer distributors and wholesaler Bibendum PLB (Topco) Ltd. for an enterprise value of GBP 60m, the company said.
The company proposes to fund the cash consideration payable under the acquisition of up to GBP 40m through a placing of 15,609,757 new ordinary shares of GBP 0.0002 each in the capital of the Company at a price of 205 pence per placing share to raise gross proceeds of GBP 32m, with a further GBP 10m term loan to be drawn down under the Conviviality group's revised bank facilities with its existing lenders.
Status: Agreed

-VERTU MOTORS ACQUIRES JAGUAR DEALER IN LEEDS, ENGLAND
UK automotive retailer Vertu Motors plc (LSE: VTU) has completed the acquisition of the business and assets of Leeds Jaguar from Inchcape Retail Ltd. for an estimated total consideration of GBP 650,000 (USD 937,982), the company said.
The business will operate from its current premises in the short term and will then relocate to a newly developed site alongside the group's existing Leeds Land Rover operation. Total consideration, which includes GBP 500,000 of goodwill, is estimated at GBP 650,000 and will be settled in cash from the group's existing resources.
Status: Closed

-CHINA'S SINOCARE TO ACQUIRE PTS DIAGNOSTICS FOR UP TO USD 200M
Chinese blood glucose monitoring systems company Sinocare Inc. has signed a definitive purchase agreement to acquire US-based biometric testing device maker PTS Diagnostics for up to USD 200m in cash, the company said.
This includes contingent considerations of up to USD 90m for the successful accomplishment of certain milestones. PTS Diagnostics is a US-based manufacturer of point-of-care biometric testing devices, including the CardioChek family of analyzers, A1CNow systems, and PTS Detect cotinine systems.
Status: Agreed

-INOVIO PHARMACEUTICALS CLOSES USD 5.5M ACQUISITION OF BIOJECT NEEDLE-FREE INJECTION TECHNOLOGY
US-based drugmaker Inovio Pharmaceuticals, Inc. (NASDAQ: INO) has closed the acquisition of Bioject Medical Technologies Inc.'s assets including needle-free jet injection technology, devices, and intellectual property, the company said.
Inovio paid Bioject USD 5.5m in cash and stock. The company said it will advance an integrated non-invasive delivery device combining Bioject's jet injection technology with Inovio's new needle-free, skin-surface electroporation technology.
Status: Closed

-PENNSYLVANIA'S EMCLAIRE FINANCIAL CLOSES USD 14.1M ACQUISITION OF UNITED-AMERICAN SAVINGS BANK
Pennsylvania, US-based bank holding companies Emclaire Financial Corp (NASDAQ: EMCF) has closed its acquisition of United-American Savings Bank (OTCBB: UASB), the company said.
Under the terms of the deal, United-American mergeed into Emclaire's Farmers National and shareholders of United-American received USD 42.67 in cash for each share of common stock of United-American upon completion of the merger or approximately USD 14.1m in the aggregate. The transaction is expected to be immediately accretive to Emclaire's earnings for the remainder of 2016 following the merger, excluding one-time charges, and 29% accretive to earnings in 2017 and higher in future years.
Status: Closed

-FIRST BUSEY CLOSES USD 210.7M ACQUISITION OF PULASKI FINANCIAL, PULASKI BANK
US-based bank holding company First Busey Corp. (NASDAQ: BUSE) has closed its acquisition of Pulaski Financial Corp. (NASDAQ: PULB) and its Pulaski Bank subsidiary, the company said.
Under the terms of the merger agreement, Pulaski shareholders will receive 0.79 shares of Busey common stock for each share of Pulaski common stock. Based upon Busey's closing share price of USD 21.82 on December 3, 2015, the implied per share purchase price is USD 17.24 with an aggregate transaction value of approximately USD 210.7m.
Status: Closed

-RIGHTSIDE ACQUIRES THE .GAMES DOMAIN EXTENSION
US-based domain name services provider Rightside (NASDAQ: NAME) has secured the .GAMES domain extension, the company said. Rightside plans to launch .GAMES in 3Q16 starting at a standard wholesale price of USD 12.00.
According to Rightside, the .GAMES extension will offer gamers, publishers, game developers, and retailers the opportunity to distinguish themselves with short, relevant, and memorable web addresses.
Status: Closed

-NEW JERSEY'S OCEANFIRST FINANCIAL CLOSES USD 195M ACQUISITION OF CAPE CANCORP
New Jersey, US-based bank holding company OceanFirst Financial Corp. (NASDAQ: OCFC) has closed its acquisition of Cape Bancorp, Inc., the company said.
OceanFirst is the holding company for OceanFirst Bank. As a result of the acquisition, Cape Bank will operate as a division of OceanFirst Bank until the integration of operating systems is completed, which is expected in October 2016. In conjunction with the full integration of the operating systems, Cape Bank a division of OceanFirst Bank will be rebranded as OceanFirst Bank.
Status: Closed

-APOLLO GLOBAL CLOSES ACQUISITION OF US SECURITY FIRM ADT
Affiliates of Apollo Global Management, LLC (NYSE: APO) and co-investors have closed the acquisition of US-based monitored security services company The ADT Corp. (NYSE: ADT) or USD 42.00 per share in cash, the companies said.
This deal was announced in April. Under the deal, ADT was merged with a subsidiary of Prime Security Services Borrower, LLC a full-service business and home security company in the United States also owned by the Apollo Funds.
Status: Closed

-DAS HEALTH ACQUIRES ELECTRONIC HEALTH RECORDS BUSINESS FROM JACKSON KEY
US-based health IT and management services company DAS Health has acquired the EHR and Practice Management business of Alabama-based RCM solutions, practice management and EHR technologies reseller Jackson Key Practice Solutions, the company said.
The acquisition, the third by DAS Health in the past seven months, will further enhance DAS Health's geographical footprint and strengthen the company's position as the largest national reseller of Aprima Medical Software. DAS Health said it is larger than 90% of all electronic health records software vendors nationwide, according to the latest numbers published by HHS.
Status: Closed

-COMMUNICATIONS SALES AND LEASING CLOSES UD 409M ACQUISITION OF PEG BANDWIDTH
US-based REIT Communications Sales and Leasing, Inc. (NASDAQ: CSAL) has closed the acquisition of infrastructure solutions provider PEG Bandwidth, LLC, the company said.
PEG is currently owned by affiliates of Associated Partners, L.P. The company is a provider of infrastructure solutions including cell site backhaul and dark fiber for telecom carriers and enterprises. PEG has a fiber network consisting of over 300,000 strand miles in the Northeast / Mid Atlantic, Illinois and South Central regions of the US.
Status: Closed

-GTCR COMPLETES ACQUISITION OF COMMUNICATIONS ENABLEMENT SPECIALIST ONVOY
US-based private equity firm GTCR has completed the acquisition of US-based communications enablement specialist Onvoy, LLC from Communications Infrastructure Investments, the firm said.
GTCR said it will partner with CEO Fritz Hendricks and the Onvoy management team as they continue to grow and develop the company's service offerings and geographic breadth. Onvoy is a communications enablement platform offering nationwide wholesale communication services.
Status: Closed

-B. RILEY FINANCIAL TO ACQUIRE UNITED ONLINE IN USD 170M DEAL
US-based financial and business advisory services firm B. Riley Financial, Inc. (NASDAQ: RILY) has signed a definitive agreement and plan of merger to acquire US-based Internet consumer services and products provider United Online, Inc. (NASDAQ: UNTD) for USD 11.00 per share, or approximately USD 170m in aggregate merger consideration, the firm said.
The consideration represents approximately USD 48 m in cash consideration from B. Riley Financial after taking into account the projected United Online cash balance at closing. United Online's Communications segment features the Internet access brands, NetZero and Juno, which offer a range of dial-up and DSL Internet access services.
Status: Agreed

-ELY GOLD CLOSES NEVADA PROPERTY ACQUISITION
Canadian precious metals royalties company Ely Gold and Minerals Inc. (TSX Venture: ELY) has closed its acquisition of certain assets of Nevada Eagle LLC on 20 April 2016, the company said.
A binding agreement was announced on 26 February 2016. Ely entered into the agreement with Nevada Eagle, to purchase its portfolio of thirty-one, highly prospective mineral properties and related assets, the located in Nevada and other western US states. The majority of the properties are precious metal exploration projects located in some of the most prolific and desirable gold trends in Nevada, with fifteen of the Properties located in the Walker Lane district of western Nevada.
Status: Closed

-AMRI TO ACQUIRE PHARMACEUTICAL INGREDIENTS MAKER EUTICALS FOR USD 358M
US-based contract research and manufacturing organisation Albany Molecular Research Inc. (AMRI) (NASDAQ: AMRI) has signed a definitive agreement to acquire all outstanding shares of Italian pharmaceutical ingredients maker Prime European Therapeuticals S.p.A., also known as "Euticals," in a transaction valued at approximately USD 358m (EUR 315m), the company said.
The consideration consists of shares of AMRI common stock, cash, and a seller note. Euticals is a privately-held company headquartered in Lodi, Italy, specialising in custom synthesis and the manufacture of active pharmaceutical ingredients.
Status: Agreed

-VONAGE HOLDINGS TO ACQUIRE CPAAS FIRM NEXMO FOR USD 230M
US-based communications company Vonage Holdings Corp. (NYSE: VG) has entered into a definitive agreement to acquire privately-held Communications Platform as a Service (CPaas) cloud communications firm Nexmo, Inc. for USD 230m in cash and stock, the company said.
Nexmo is the world's second largest CPaaS company as measured by revenues. San Francisco-based Nexmo provides communication application program interfaces for text messaging and voice communications, allowing developers and enterprises to embed contextual communications into mobile apps, websites and business workflows via text, social media, chat apps and voice, creating better customer engagement for their business.
Status: Agreed

-NEWFIELD TO ACQUIRE ADDITIONAL ACREAGE IN ANADARKO BASIN STACK PLAY FOR USD 470M
US-based energy company Newfield Exploration Co. (NYSE: NFX) has signed a definitive purchase and sale agreement with a subsidiary of Chesapeake Energy Corp. (NYSE: CHK) to acquire approximately 42,000 net acres in the Anadarko Basin Stack play for USD 470m, the company said.
The transaction will have an effective date of 1 April 2016 and closing is subject to customary adjustments. Newfield expects to fund the transaction with cash on hand and closing is planned for 2Q16. This deal expands Newfield's Stack footprint to approximately 265,000 net acres.
Status: Agreed

-DATA SUPPLIES CHANGES NAME TO SMART SOURCE FOLLOWING ACQUISITION
Southeast US-based marketing communications solutions provider Data Supplies Inc. has officially changed its name to Smart Source following the merger of the two companies, Data Supplies said. The Smart Source name and logo will now take over all signage, marketing collateral and companywide branding.
This name change comes after the January announcement of Smart Source's acquisition of Data Supplies Inc., further expanding the Smart Source brand into additional territories in the Southeast.
Status: Closed

-FORESTERS CLOSES ACQUISITION OF AEGON CAPITAL MANAGEMENT, AEGON FUND MANAGEMENT
Canadian financial services provider Foresters has closed an agreement 2016 with Proj Fox Acquisition Inc. to indirectly acquire 100% of the shares of Aegon Capital Management and Aegon Fund Management, the company said.
The deal was announced in March. Foresters Life Insurance Co., a wholly owned subsidiary of Foresters, will indirectly purchase ACM and AFM from Proj Fox Acquisitions Inc., an intermediate holding company established for the July 2015 acquisition of Transamerica Life Canada (now ivari) and its Canadian affiliates.
Status: Closed

-POWERSECURE WINS SHAREHOLDER NOD FOR USD 431M SOUTHERN CO BUYOUT
Shareholders of US-based utility and energy technologies company PowerSecure International, Inc. (NYSE: POWR) have approved the company's proposed merger with a subsidiary of US-based utility operator Southern Co. (NYSE: SO), the company said.
In February, the boards of Southern Co and PowerSecure International approved a definitive merger agreement through which Southern Co will acquire PowerSecure. PowerSecure provides utility and energy technologies to electric utilities, and their industrial, institutional and commercial customers.
Status: Agreed

-SOUTHFIELD CAPITAL TO SELL BIOPHARM COMMUNICATIONS TO OMNICOM HEALTH GROUP
US-based lower middle market private equity firm Southfield Capital has executed a purchase agreement to sell US communications agency BioPharm Communications to Omnicom Health Group, the firm said.
BioPharm specialises in proprietary, multichannel marketing programs to physicians and healthcare practitioners for pharmaceutical and biotechnology clients.
Status: Agreed

-SOUTHERN CO, AGL RESOURCES SETTLE NEW JERSEY CONCERNS OVER MERGER
US-based utility operators Southern Co (NYSE: SO) and AGL Resources (NYSE: GAS) have reached an agreement that settles all contested issues in the New Jersey merger proceeding, the companies said.
The merger is still subject to final approval by the New Jersey board of Public Utilities. Consequently, the only remaining regulatory approvals required to close the merger are the BPU's and Illinois Commerce Commission's approvals of the comprehensive settlements reached in those jurisdictions.
Status: Agreed

-ISEG ACQUIRES STARTUP STOCK EXCHANGE TO EXPAND GLOBAL PRESENCE
UK-based The International Stock Exchange Group (ISEG) has acquired the Curacao-based Startup Stock Exchange (SSX), the group said.
Startup.SX is an international marketplace for the trading of early stage company shares. The transaction will combine the operations of the European Stock Exchange and the Startup Stock Exchange under ISEG and expand the group's global presence and listing capabilities. SSX was founded in 2012 to provide a market for the trading of qualified and publicly listed early stage companies.
Status: Closed

-CI CAPITAL PARTNERS ACQUIRES OUTSOURCED SERVICES FIRM IMPACT SALES
An affiliate of US-based private equity firm CI Capital Partners has acquired a majority interest in outsourced sales execution, merchandising support and analytics provider Impact Sales, the firm said.
Concurrent with CI Capital's investment in Impact Sales, Impact Sales acquired New Connections Marketing Group, a Burbank, California-based sales and marketing agency focused on the natural and specialty channel. The management teams of Impact Sales and New Connections Marketing Group have retained a significant equity ownership in the company.
Status: Closed

-SURF CAMERA SPECIALIST SURFLINE ACQUIRES UK-BASED EYEBALL SURFCHECK
US-based surf reporting company Surfline/Wavetrak Inc. has acquired UK-based Eyeball Surfcheck Ltd., the company said. The merger expands surfers' access to surf cameras in the United Kingdom on both the Eyeball and Surfline platforms. In addition, surfers will benefit from improved surf forecasts and surf reports on the Surfline website and Surfline mobile app under the direction of Eyeball's Trev "Toes" Lumley.
Both Surfline and Eyeball now offer surfers in the United Kingdom access to 15 live HD surf cameras, providing extensive coverage across the Cornish, Devon, Dorset and South Wales coastlines.
Status: Closed

-CATCHMARK TO ACQUIRE SOUTH CAROLINA TIMBERLANDS FOR USD 102M
US-based timberland investor CatchMark Timber Trust, Inc. (NYSE: CTT) has inked an agreement to acquire 51,700 acres of prime timberlands in South Carolina for USD 101.8m from funds managed by Forest Investment Associates, the company said.
The acquisition of the Carolinas Midlands III timberlands will expand significantly CatchMark's recent entry into North Carolina and South Carolina from 17,600 to 69,300 acres, and will increase the company's total acreage in the US South to 480,400 acres.
Status: Agreed

-BANKRATE TO ACQUIRE CREDIT CARD REVIEW SERVICE NEXTADVISOR BUSINESS IN USD 79.3M DEAL
US-based financial information publisher Bankrate, Inc. (NYSE: RATE) has reached an agreement to acquire the business of online financial content company NextAdvisor, Inc., Bankrate said. NextAdvisor is an online source of independent and research and reviews of credit cards, personal finance and Internet services.
Bankrate said the acquisition provides proprietary intellectual property, technological capability, analytics, and optimisation, particularly relating to the content marketing channel. The asset purchase includes upfront consideration of approximately USD 76.3m in cash and approximately USD 3m in time-based vesting restricted stock units.
Status: Agreed

-HEALTHCARE COST MANAGEMENT SOFTWARE FIRM MULTIPLAN AGREES TO BUYOUT
Affiliates of US-based private equity investment firm Hellman and Friedman have entered into a definitive agreement to acquire control of US-based healthcare cost management solutions provider MultiPlan, Inc. from Starr Investment Holdings, LLC and Partners Group, the firm said.
Starr and Partners Group will retain minority investments in the company on behalf of their clients. Terms of the transaction were not disclosed. Founded in 1980, MultiPlan is the nation's largest provider of transaction-based solutions that reduce medical costs.
Status: Agreed