Deal Pipeline
Wednesday 01 June 2016
The following is a list of deals covered in detail by M and A Navigator this week:

-FUEL SYSTEMS WINS SHAREHOLDER NOD FOR WESTPOERT BUYOUT
Shareholders of US-based Fuel Systems Solutions, Inc. (NASDAQ: FSYS) have voted to approve the company's proposed merger with Canadian fuel systems provider Westport Innovations Inc. (TSX: WPT) (NASDAQ: WPRT) in a special meeting held this week, the company said.
With the approval by Fuel Systems stockholders, all approvals required to complete the proposed merger have been received. Last September, the companies agreed to merge to create a combined alternative fuel vehicle and engine company.
Status: Agreed

-CHINESE CINEMA OPERATOR SMI TO ACQUIRE TICKETING SYSTEM TECHNOLOGY FIRM, CINEMAS
Chinese cinema operator SMI Holdings has entered separate agreements to buy a ticketing technology company and six movie theatre properties, the company said.
SMI Holdings Group Ltd.'s SMI International Cinemas Ltd. subsidiary has entered into sale and purchase agreements with Jiayuan International Group Ltd.'s Taixing Hengyuan Property Development Co Ltd. subsidiary and Zhejiang Jiayuan Property Group Ltd. for the acquisition of a total of six properties with movie theatre operations in Jiangsu Province, the People's Republic of China at consideration of approximately RMB 150m (USD 22.79m), the company said.
Status: Agreed

-ARAB PALESTINIAN INVESTMENT ACQUIRES UAE MEAT PROCESSOR
Jordan-based Arab Palestinian Investment Co's Siniora Food Industries Co subsidiary, meat processing firm, and Guernsey-based private equity fund Emerging Investment Partners have acquired Diamond Meat Processing L.L.C in the UAE in a deal worth 17m, the companies said.
Prior to this acquisition, DMP was part of the Emirates Trading Agency Star House Group, a multi-dimensional and diversified organization as a joint venture with UAE's Al Ghurair Group. Siniora enjoys large market shares in Palestine and Jordan and also has significant market share in Saudi Arabia.
Status: Closed

-TENCENT, WEIYING TECHNOLOGY TO INVEST USD 85M IN KOREA'S YG ENTERTAINMENT
South Korean entertainment company YG Entertainment will raise a total investment of USD 85m from Chinese social and media platform operator Tencent and mobile ticketing application firm Weiying Technology, the company said.
Under the deal, YG will issue new common shares amounting to USD 55m to a wholly owned subsidiary of Tencent and Fengying (a 100% owned investment SPC of Weiying Technology). At the same time, the two investors decided to buy USD 30m in aggregate from YG's largest shareholder, Hyun-Suk Yang and its CEO, Min-Suk Yang.
Status: Agreed

-JOHNSON CONTROLS, TYCO NAME POST-MERGER EXECUTIVE TEAM
US-based industrial company Johnson Controls (NYSE: JCI) and Irish fire and security firm Tyco (NYSE: TYC) have named the senior executive team that will lead the combined company following the close of their planned merger, which is expected on or around 1 October 2016, the companies said.
In January, the companies entered into a definitive merger agreement under which the firms will combine in a deal worth USD 14bn. As previously reported, at the effective time of the merger, Johnson Controls chairman and chief executive officer Alex Molinaroli will be appointed to the same role for the combined company.
Status: Agreed

-HERCULES OFFSHORE AGREES TO RESTRUCTURING, WILL SELL RIGHTS TO BUY RIG
US-based offshore services company Hercules Offshore, Inc. (NASDAQ: HERO) has entered into a restructuring support agreement with lenders holding approximately 99% of the indebtedness under its first lien credit agreement, the company said.
As part of the process, Hercules also entered into a definitive agreement to transfer the right to acquire the newbuild harsh environment jack-up rig, formerly named Hercules Highlander, to a subsidiary of Maersk Drilling (CPH: MAERSK).
Status: Agreed

-QUARTON ADVISES AUTOMOTIVE SUPPLIER WHITEHALL ON SALE TO JAPAN'S UACI
US-based mergers and acquisitions advisor Quarton International served as exclusive financial advisor to US-based automotive aluminium supplier SRS Industries, LLC, d/b/a Whitehall Industries, in its sale to Japanese aluminium manufacturer UACJ Corp., the firm said. 
Whitehall is a vertically integrated extruder and fabricator of complex aluminium components and assemblies for the automotive industry. David Cooper, president of Whitehall, and the existing Whitehall management team will remain with the company and will be involved in executing Whitehall's long-term strategy.
Status: Agreed

-URANIUM PRODUCER ENERGY FUELS UPS STAKE IN THE ROCA HONDA PROJECT TO 100%
US-based uranium producer Energy Fuels Inc. (NYSE MKT: UUUU) (TSX: EFR) has completed the acquisition of Sumitomo Corp.'s 40% interest in the Roca Honda Project, the company said.
The company now owns and controls 100% of the Roca Honda Project, which is one of the largest and highest-grade uranium projects in the United States. As a result of the acquisition, Energy Fuels has significantly increased the size of its industry-leading US-based uranium resource portfolio by 6.8% (Measured and Indicated) and 12.4% (Inferred).
Status: Closed

-ELONG WINS SHAREHOLDER NOD FOR GOING PRIVATE TRANSACTION
Shareholders of Chinese mobile and online travel service provider eLong, Inc. (NASDAQ: LONG) have voted in favour of the company's definitive agreement and plan of merger with its parent, China E-dragon Holdings Ltd. and its China E-dragon Mergersub Ltd. subsidiary, under which China E-dragon will acquire eLong, the company said.
At the closing of the transaction, eLong will be owned by a consortium of certain of the company's existing shareholders (including C-Travel International Ltd., TCH Sapphire Ltd., Ocean Imagination L.P. and Luxuriant Holdings Ltd.), along with Seagull Ltd. and certain management members of eLong.
Status: Agreed

-MEXICO'S GRUPO LALA TO ACQUIRE US BRANDED BUSINESS OF DAIRY COMPANY FOR USD 246M
Mexican dairy company Grupo LALA, S.A.B. de C.V. (BMV: LALA B) has entered into an agreement to acquire from Laguna Dairy, S. de R.L. de C.V. certain assets related to Laguna's branded business in the US for USD 246m in an all-cash transaction, the company said.
The branded business will sell approximately USD 200mm in 2016 and has achieved double digit growth for the past two years. Grupo LALA said that the branded portfolio includes products in high-growth segments such as, mainstream drinkable yogurt under the LALA and Frusion brands and specialty milks under Promised Land and Skim Plus brands.
Status: Agreed

-LENDERS TO BUY BANKRUPT CHEMICAL MAKER VERTELLUS SPECIALTIES
Bankrupt US chemical maker Vertellus Specialties Inc. has reached an agreement through which its existing term loan lenders would purchase substantially all of Vertellus Specialties Inc.'s US and international assets for USD 453.8m, the company said.
This agreement would provide long-term financial stability, allow the company to maintain production and give Vertellus Specialties the opportunity to implement its go-forward business strategy under a leadership of its existing management team.
Status: Agreed

-JAZZ PHARMACEUTICALS TO ACQUIRE US ONCOLOGY SPECIALIST CELATOR IN USD 1.5BN DEAL
Irish drugmaker Jazz Pharmaceuticals plc (NASDAQ: JAZZ) has entered into a definitive agreement to acquire US-based Celator Pharmaceuticals, Inc. (NASDAQ: CPXX) for USD 30.25 per share in cash, or approximately USD 1.5bn, the company said.
Celator's lead product is VYXEOS (also known as CPX-351), a nano-scale liposomal formulation of cytarabine: daunorubicin that has completed a Phase 3 trial for the treatment of acute myeloid leukemia.
Status: Agreed

-CONTRAVIR TO ACQUIRE HEPATITIS B SPECIALIST CICLOFILIN PHARMACEUTICALS
US-based drugmaker ContraVir Pharmaceuticals, Inc. (NASDAQ: CTRV) has entered into a definitive merger agreement with privately-held Ciclofilin Pharmaceuticals, Inc. pursuant to which ContraVir will acquire all of the outstanding equity interests in Ciclofilin for the right to receive future milestone payments which will be allocated among the holders of Ciclofilin common stock, the company said.
The milestone payments will consist of up to an aggregate USD 17m cash and up to 10% of ContraVir's issued and outstanding common stock as of the closing date of the merger, and will be paid upon the achievement of certain developmental and/or regulatory milestones related to CPI-431-32, Ciclofilin's lead development candidate.
Status: Agreed

-E-COMMERCE CHINA DANGDANG AGREES TO USD 556M "GOING PRIVATE" TRANSACTION
Chinese business-to-consumer e-commerce company E-Commerce China Dangdang Inc. (NYSE: DANG) has entered into a definitive agreement and plan of merger with Dangdang Holding Co Ltd. and its Dangdang Merger Co Ltd. subsidiary, the company said.
Under the deal, Dangdang Holding will acquire the company for cash consideration of USD 1.34per class A common share or class B common share of the company or USD 6.70 per American depositary share of the company, each ADS representing five class A Shares of the company, in a transaction valuing the company at approximately USD 556m on a fully diluted basis.
Status: Agreed

-S/W SEED ACQUIRES SORGHUM, SUNFLOWER SPECIALIST SV GENETICS
US-based agricultural company S/W Seed Co (NASDAQ: SANW) has acquired the assets and business of Australian hybrid sorghum and sunflower seed germplasm provider SV Genetics Pty Ltd, the company said.
The purchase price consists of USD 1m in cash and USD 1m in S/W common stock (225,088 shares) paid at closing, with a potential earn-out payment of up to an additional USD 3.3m based on the acquired business achieving 150% of an agreed net income target of USD 4.2m for the combined 2018 and 2019 fiscal years.
Status: Closed

-CALLON PETROLEUM CLOSES MIDLAND BASIN ACQUISITION
US-based oil and gas company Callon Petroleum Co (NYSE: CPE) has closed agreements with three private entities to acquire certain assets operated by Big Star Oil and Gas, LLC for total consideration of USD 220m in cash and approximately 9.3m shares of Callon common stock, the company said.
The deal is worth around USD 302m. In addition, Callon has signed definitive agreements that increase its exposure to an existing core operating area in a separate transaction.
Status: Closed

-GI PARTNERS ACQUIRES SUNNYVALE, CALIFORNIA PROPERTY
US-based private investment firm GI Partners announced that is has completed the acquisition of 825 Stewart Drive located in Sunnyvale, California, the company said.
The acquisition was made through DataCore, L.P. a USD 500m fully discretionary core real estate fund managed by GI Partners on behalf of The California State Teachers' Retirement System. 825 Stewart Drive is an approximately 75,000 square foot class A office and R/D property developed in 1968 and subsequently repositioned in 2002 and 2015. The property is 100% leased to a technology company.
Status: Closed

-CIVIQ SMARTSCAPES ACQUIRES CANADIAN DIGITAL DISPLAY FIRM
New York, US-based urban infrastructure technologies producer CIVIQ Smartscapes has acquired Canadian ruggedised integrated digital display solutions provider Vertigo Digital Displays located in Toronto, Ontario.
CIVIQ Smartscapes designs and delivers connected urban infrastructure technologies worldwide. The acquisition of Vertigo is aligned with CIVIQ Smartscapes' strategy of expanding capabilities and capturing Smart City opportunities around the world.
Status: Closed

-STANDARD MOTOR CLOSES USD 71M ACQUISITION OF GENERAL CABLE'S IGNITION WIRE BUSINESS
US-based automotive replacement parts manufacturer and distributor Standard Motor Products, Inc. (NYSE: SMP) has closed the acquisition of General Cable Corp.'s automotive ignition wire business for approximately USD 71m, the company said.
The acquisition included the purchase of General Cable's automotive ignition wire business in North America as well as a subsidiary in Mexico. Standard Motor said that the 2015 sales volume for this business was approximately USD 96m.
Status: Closed

-CANADIAN MINING FIRM SILVER STANDARD CLOSES CDN 337M ACQUISITION OF CLAUDE RESOURCE
Canadian mining company Silver Standard Resources Inc. (NASDAQ: SSRI) (TSX: SSO) has closed its acquisition of Claude Resources Inc. (TSX: CRJ), the company said.
Under the terms of the agreement, all of the Claude Resources issued and outstanding common shares were exchanged on the basis of 0.185 of a Silver Standard common share and CDN 0.001 in cash per Claude Resources share, representing total consideration of CDN 1.65 per share of Claude Resources based on the value of Silver Standard's common shares as of the close of business on 4 March 2016.
Status: Closed

-SUNVALLEY CLOSES ACQUISITION OF CALIFORNIA EFFICIENT ENERGY SOLUTIONS FIRM RAYCO ENERGY
US-based solar power technology and solar system integration company Sunvalley Solar, Inc. (OTCBB: SSOL) has closed its acquisition of California-based efficient energy solutions firm Rayco Energy Inc., the company said.
Rayco Energy, an established northern California company, specialises in providing efficient energy solutions, including LED lighting, solar thermal and solar electricity, to local communities and business units. The company combines energy efficiency measures with renewable energy sources and services the multi-family sector (apartments, homeowner associations) and small-sized commercial projects.
Status: Closed

-US MARKETING SOFTWARE COMPANY MARKETO AGREES TO USD 1.79BN VISTA EQUITY BUYOUT
US-based marketing software company Marketo, Inc. (NASDAQ: MKTO) has entered into a definitive agreement to be acquired by private equity firm Vista Equity Partners, the company said.
The terms of this all-cash deal provide substantial value to Marketo shareholders. Vista will acquire all outstanding shares of Marketo common stock for a total value of approximately USD 1.79bn. Marketo shareholders will receive USD 35.25 in cash per share, representing a 64% premium to the unaffected closing price as of 9 May 2016.
Status: Agreed

-SOCIAL DISPLAY SPECIALIST TAGBOARD ACQUIRES E-COMMERCE PLATFORM ZIIBRA
US-based social search and display platform Tagboard has acquired Seattle-based startup Ziibra, the company said.
As part of the acquisition, Ziibra Founder and CEO Omri Mor, along with co-founder Justin Myers and select staff, will join Tagboard immediately as part of the product development team. With this acquisition, Tagboard proves its platform scales to solve new industry pain points, specifically towards an area important to current clientele: online commerce. 
Status: Closed

-US ATM MAKER DIEBOLD WINS PORTUGAL, RUSSIA, SLOVAKIA AND SPAIN CLEARANCES FOR USD 1.8BN WINCOR NIXDORF DEAL
US-based cash machine maker Diebold, Inc.'s (NYSE: DBD) planned acquisition of German banking software, hardware and services firm Wincor Nixdorf has recently cleared antitrust requirements from authorities in Portugal, Russia, Slovakia and Spain, the company said.
As well as these latest clearances, Diebold has obtained antitrust clearance in the United States, China, Turkey and Austria. The takeover offer remains subject to antitrust approval in other countries and is targeted to close in the summer of 2016.
Status: Agreed

-LIQUID PACKAGING FIRM LIQUI-BOX ACQUIRES SOUTH AFRICA'S MAVERICK
US-based flexible liquid packaging solutions company Liqui-Box has signed a definitive agreement to acquire both the Engineering and Flexible operations of South African bag-in-box making equipment firm Maverick, the company said.
Maverick Engineering is a manufacturer of bag-in-box making equipment and Maverick Flexibles designs and manufactures specialty films and laminates for food and beverage markets. The company was established in 1999 by managing director Derek Fay and has since been a leader in bag-in-box bag and pouch making equipment for the international market with over 80 machines sold. Liqui-Box offers packaging solutions for liquid and semi-liquid products.
Status: Closed

-BLACKBOARD ACQUIRES EDUCATION-MARKET POS SPECIALIST SEQUOIA RETAIL SYSTEMS
US-based education technology company Blackboard Inc. has acquired education market point-of-sale solutions provider Sequoia Retail Systems, the company said.
Blackboard said that the acquisition strengthens the Blackboard Transact suite of campus solutions for institutions, while simultaneously enhancing the student experience both on and off campus. Sequoia provides colleges and universities with POS, retail bookstore and inventory management solutions that enable students to make purchases quickly and easily while reducing administrative complexity.
Status: Closed

-MIRCOM ACQUIRES CANADIAN FIRE ALARM FIRM DURHAM
Canadian fire detection and alarm maker The Mircom Group of Companies has acquired Canadian fire detection, alarm and services firm Durham Central Fire Systems, the company said.
DCFS has served the Ontario fire detection, alarm and services market for over 20 years. John Sproviero, president of DCFS, will assume the role of branch sales manager, Greater Toronto Area, for Mircom.
Status: Closed

-INTERIOR SPECIALIST CLOSES PURCHASE OF BUSINESS FROM INDUSTRIAL DISTRIBUTOR HDIS
US-based interior design company Interior Specialists, Inc. has closed the acquisition of the HD Supply Interior Solutions (HDIS) business unit, formerly known as Creative Touch Interiors, from Atlanta, Georgia-based industrial distributor HD Supply, Inc. (NASDAQ: HDS), the company said.
HDIS provides design centre management and installation services to large national and regional homebuilders, operating out of more than 50 design centres throughout the United States. Interior Specialists provides interior design, design centre management and installation services operating from over 90 locations across the United States.
Status: Closed

-WASTE CONNECTIONS, PROGRESSIVE WASTE SOLUTIONS CLOSE USD 2.7BN MERGER
The merger of US-based solid waste services companies Waste Connections, Inc. (NYSE: WCN) and Progressive Waste Solutions Ltd. (NYSE: BIN) (TSX: BIN) has closed, the companies said.
In January, Waste Connections and Progressive Waste Solutions agreed to a merger that would leave Waste Connections stockholders owning approximately 70% of the combined company and Progressive Waste shareholders owning approximately 30%. The transaction is worth around USD 2.7bn. 
Status: Closed

-MGM RESORTS, MGM GROWTH PROPERTIES TO ACQUIRE BORGATA HOTEL CASINO AND SPA
US-based resort and casino operator MGM Resorts International (NYSE: MGM) has entered into a definitive agreement to acquire Boyd Gaming Corp.'s (NYSE: BYD) 50% interest in Borgata Hotel Casino and Spa in Atlantic City, New Jersey for consideration of USD 900m, the company said.

Further, MGM Resorts and MGM Growth Properties LLC (NYSE: MGP) have entered into a definitive agreement whereby, following the completion of the acquisition of Boyd Gaming's interest, MGP will acquire Borgata's real property from MGM Resorts and lease back the real property to a subsidiary of MGM Resorts, after which a subsidiary of MGM Resorts will operate Borgata.
Status: Agreed

-ELONG CLOSES GOING PRIVATE TRANSACTION
Chinese mobile and online travel service provider eLong, Inc. (NASDAQ: LONG) has closed its definitive agreement and plan of merger with its parent, China E-dragon Holdings Ltd. and its China E-dragon Mergersub Ltd. subsidiary, under which China E-dragon will acquire eLong, the company said.
With the closing of the transaction, eLong will be owned by a consortium of certain of the company's existing shareholders (including C-Travel International Ltd., TCH Sapphire Ltd., Ocean Imagination L.P. and Luxuriant Holdings Ltd.), along with Seagull Ltd. and certain management members of eLong.
Status: Closed

-RADIO SYSTEMS ACQUIRES INDOOR DOG TOILET PROVIDER PIDDLE PLACE
US-based pet products company Radio Systems Corp. has acquired US-based indoor dog toilet producer Piddle Place, the company said.
Based in Jupiter, Fla., Piddle Place is an eco-friendly, cost-effective alternative to disposable puppy pads and expensive dog walkers. The indoor dog toilet was developed by Kathleen Hillman, who came up with the idea for the product while working in the emergency department at a local hospital and often found herself too busy to run home to take out her dog, Kippers.
Status: Closed