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Deal Pipeline
Monday 26 June 2017
The following is a list of deals covered in detail by M and A Navigator this week:
-GEMSPRING CAPITAL CLOSES ACQUISITION OF SPECIALTY HVAC CONTRACTOR THERMA
An affiliate of US-based private equity firm Gemspring Capital has acquired the assets of US-based specialty mechanical contractor Therma Corp., the firm said. Therma is full-service design-build contractor that focuses on complex HVAC, high purity process piping and process controls for cleanrooms, laboratories and high-tech manufacturing facilities.
The company was founded in 1967 by Joe Parisi, the CEO, and Nicki Parisi, the CFO, and has grown to become one of the largest mechanical contractors in the United States and a leader in the Silicon Valley market.
Status: Closed
-SUPERVALU CLOSES USD 375M ACQUISITION OF WHOLESALE GROCERY COOPERATIVE UNIFIED GROCERS
Minnesota, US-based grocery wholesaler Supervalu Inc (NYSE: SVU) has closed the acquisition of California, US-based wholesale grocery cooperative Unified Grocers, Inc. for approximately USD 375m, the company said.
This deal was announced in April. The early termination of the waiting period under the HSR Act satisfies a closing condition for the transaction. The transaction is also subject to approval by Unified Grocers' shareholders. Supervalu said the deal provides new growth opportunities across multiple geographies, including the expansion of Unified's Market Centre division.
Status: Closed
-RLJ LODGING TRUST, FELCO LODGING TRUST SCHEDULE SHAREHOLDER VOTES ON MERGER
US-based hotel REIT's RLJ Lodging Trust (NYSE: RLJ) and FelCor Lodging Trust Inc. (NYSE: FCH) have scheduled separate shareholder meeting to vote on their USD 4.2bn merger announced in April, the companies said.
RLJ will hold a special meeting of its shareholders on 7 August 2017; FelCor will also hold a special meeting of its stockholders on 7 August 2017. At the RLJ Special Meeting, RLJ's shareholders will be asked to vote on the issuance of common shares of beneficial interest, par value USD 0.01 per share, of RLJ in connection with the agreement and plan of merger pursuant to which FelCor will merge with and into a subsidiary of RLJ in a stock-for-stock transaction.
Status: Agreed
-ASPEN SKIING, KSL CAPITAL CLEAR US ANTITRUST HURDLE IN ACQUISITION OF US MOUNTAIN RESORT OPERATOR INTRAWEST
The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) has expired with respect to the proposed acquisition of US-based mountain resort and adventure company Intrawest Resorts Holdings, Inc. (NYSE: SNOW) by by a newly-formed entity controlled by affiliates of US-based mountain resort operator Aspen Skiing Co, L.L.C. and US-based private equity firm KSL Capital Partners, LLC, the companies said.
Expiration of the waiting period under the HSR Act satisfies one of the conditions to the closing of the pending merger. The transaction remains subject to other certain closing conditions, and it is expected to close by the end of 3Q17.
Status: Agreed
-PROXY ADVISERS ISS, GLASS LEWIS BACK ONEOK, ONEOK PARTNERS MERGER
Proxy advisory firms, Institutional Shareholder Services and Glass Lewis and Co., have recommended votes in favour of a proposed merger transaction between US-based natural gas company Oneok, Inc. (NYSE: OKE) and its Oneok Partners, L.P. (NYSE: OKS) MLP, the companies said.
Under the proposed merger transaction announced 1 February 2017, Oneok will acquire all of the outstanding common units of Oneok Partners it does not already own for USD 9.3bn in Oneok common stock.
Status: Agreed
-EXPEDIA CLOSES ACQUISITION OF MAJORITY OF ONLINE RAIL BOODING FIRM SILVERRAIL
US-based online travel company Expedia, Inc., (NASDAQ: EXPE) closed the acquisition of a majority stake in UK-based railroad booking firm SilverRail Technologies, Inc., the company said. SilverRail has been an Expedia industry partner, helping to bring online booking for rail to Expedia's customers.
The acquisition builds on the partnership the two companies have had since 2010 when Egencia, Expedia's corporate travel brand, began using SilverRail's expertise to offer rail inventory in the US. This partnership expanded in 2016 when Expedia.com announced it would use SilverRail's technology platform to sell rail tickets through the Expedia.co.uk website.
Status: Closed
-REGISTRATION RELATED TO CAESARS ENTERTAINMENT, CAESARS ACQUISITION MERGER DECLARED EFFECTIVE BY SEC
The Securities and Exchange Commission has declared effective the Registration Statement on form S-4 previously filed by Las Vegas, US-based casino operator Caesars Entertainment Corp. (NASDAQ: CZR) related to its proposed merger with special acquisition vehicle Caesars Acquisition Company (NASDAQ: CACQ), the company said.
Caesars Entertainment and Caesars acquisition have individually scheduled special meetings of their respective stockholders in connection with the pending merger. Stockholder approval of the merger is a critical step to concluding the restructuring of Caesars Entertainment Operating Company, Inc.
Status: Agreed
-DALATA HOTEL CLOSES GBP 22.1M SALE/LEASEBACK DEAL ON CLAYTON HOTEL IN CARDIFF, WALES
Irish hotel operator Dalata Hotel Group plc (LSE: DAL) has closed the sale and leaseback of its Clayton Hotel in Cardiff Wales, to property investor M/G Real Estate, the group said.
Consideration for the transaction is GBP 22.1m (USD 28.64m). The hotel will be let on a new FRI (fully repairing and insuring) lease for a 35 year term. The agreed initial Rent for the property is GBP 1.15m per annum and will be subject to five yearly rent reviews, index-linked to the Retail Price Index.
Status: Closed
-WATERMAN GROUP APPLIES TO HAVE TRADING IN SHARES CANCELLED AS MERGER CLOSE DRAWS NEAR
UK-based multidisciplinary consultancy Waterman Group plc (LSE: WTM) has made an application for cancellation, respectively, of the trading in Waterman shares on the London Stock Exchange's Main Market for listed securities and of the listing of Waterman shares on the premium listing segment of the Official List, the company said.
This move comes as the company's acquisition by Japanese engineering firm CTI Engineering Co. Ltd draws nearer. On 9 May, the companies announced a deal under which CTI Engineering would acquire 100% of Waterman Group by purchasing 33,298,824 shares of Waterman for GBP 46.6m (USD 59.63m).
Status: Agreed
-PHILIPS TO ACQUIRE US MEDICAL DEVICE MAKER ELECTRICAL GEODESICS FOR GBP 29M
Dutch medical imaging and electronics specialist Philips NV (NYSE: PHG) has agreed to acquire US-based medical device maker Electrical Geodesics, Inc. (AIM: EGI) for GBP 29m (USD 37.1m) in cash through a merger sub, the companies said.
Electrical Geodesics is a medical device company that designs, develops and commercialises a range of non-invasive neurodiagnostic products used to monitor and interpret brain activity. The EGI board of directors, unanimously approved the merger agreement and has recommended that the shareholders vote in favour of adoption of the deal. EGI will vote on 17 July 2017. Under the terms of the deal, EGI shareholders will be entitled to receive GBP 1.054 (105.4p) for each share of company common stock.
Status: Agreed
-CHISBRIDGE EXTENDS OFFER FOR INTERQUEST AS COMPANY GRABS 42% OF SHARES
UK-based Chisbridge Ltd. has extended its offer for UK-based technology, analytics and digital market recruiter InterQuest Group plc (AIM: ITQ), having secured around 43% of the company's shares thus far, Chisbridge said.
On 18 May 2017, Chisbridge announced its intention to make a cash offer, with a loan note alternative, for the whole of the issued and to be issued share capital of InterQuest. This came a day after InterQuest turned down Chisbridge's approach, which values the company at 42 pence a share. Chisbridge is a new company set up by InterQuest chairman Gary Ashworth, CEO Chris Elridge and chief financial officer David Bygrave.
Status: Agreed
-REGIT BIDCO TO PAY GBP 47M IN CASH FOR THESIS ASSET MANAGEMENT
The independent directors of UK-based asset management business Thesis Asset Management plc and the board of directors of UK-based Regit Bidco Ltd. have reached agreement on the terms of a recommended cash offer pursuant to which Bidco will acquire all of the issued and to be issued ordinary shares of thesis, the companies said.
Under the terms of the offer, each Thesis shareholder will be entitled to receive GBP 51.4677 in cash for each ordinary share held, plus an additional daily amount of GBP 0.01125 in cash for each ordinary share for the period from 16 June 2017 to (and including) the first payment date.
Status: Agreed
-ACUITY'S ACQUISITION OF PRO GLOBAL INSURANCE OUTSOURCING, CONSULTING BUSINESS TO CLOSE ON 30 JUNE
UK-based private equity firm Acuity Investment LLP's acquisition of UK-based insurance and reinsurance service provider and consulting company Pro Global Insurance Solutions plc's (LSE: PROG) outsourcing business is scheduled to close on 30 June, the firms said.
All approvals have now been received and therefore the sale is now unconditional. On 22 December 2016, Pro Global announced the sale of its outsourcing and consulting businesses, subject to shareholder, regulatory, and other approvals. The price is for GBP 8.3m (USD 10.62m). Following completion, Pro Global's only business will be its 30% investment in Asta Capital Ltd which owns a number of companies including Asta Managing Agency Ltd., a third party managing agent at Lloyd's.
Status: Agreed
-PALLINGHURST RESOURCES ALL-SHARES OFFER FOR UK GEMSTONE MINER GEMFIELDS NOW UNCONDITIONAL
Channel Islands-based investment firm Pallinghurst Resources Ltd.'s (SJ: PGL) offer for the whole of the issued and to be issued share capital of UK-based gemstone miner Gemfields plc (AIM: GEM) is now unconditional as to acceptances, the firm said.
Pallinghurst said it has received valid acceptances in respect of 77,899,324 Gemfields shares (representing approximately 14.16% of the existing issued share capital of Gemfields). The valid acceptances in respect of 77,888,324 Gemfields shares (representing approximately 14.16% of the existing issued share capital of Gemfields) are from persons acting in concert with Pallinghurst pursuant to irrevocable undertakings in respect of the acceptance of the offer.
Status: Agreed
-AVINGTRANS GIVEN EXTENSION TO MAKE OFFER FOR UK ENGINEERING GROUP HAYWARD TYLER
UK-based engineered components, modules and services producer Avingtrans plc (AIM: AVG) now has until 30 June 2017 to make a firm offer for UK-based specialist engineering group Hayward Tyler Group plc (AIM: HAYT) following an extension of the original deadline, the companies said.
On 31 March 2017, the board of Hayward Tyler announced that it was in the early stages of discussions with Avingtrans, regarding a possible offer by Avingtrans for the whole of the issued share capital of the company. Further to an announcement on 26 May, Avingtrans was required to announce either a firm intention to make an offer for the company or announce that it does not intend to make an offer by the 28th day following the date of the announcement of the second extension to the deadline.
Status: Talks
-KIRS GROUP CLOSES GBP 254M ACQUISITION OF NEVADA INVESTMENTS
UK-based insurance intermediary KIRS Group Ltd. has completed the acquisition of insurance holding company Nevada Investments Topco Ltd., the group said. Nevada is the holding company for the UK-based van insurance brokerage Autonet and Price Forbes businesses and also on 22 June 2017 completed the acquisitions of UK-based insurer Ryan Direct Group Ltd. and UK private medical insurance brokerage Chase Templeton Holdings Ltd.
The consideration for the acquisition of Nevada is GBP 254.93m (USD 325m). KIRS Group is independent insurance intermediary group being created by HPS Investment Partners and Madison Dearborn Partners.
Status: Closed
-ASEANA PROPERTIES SUBSIDIARY CLOSES USD 5.47M SALE OF PLOT IN VIETNAM
Jersey-based, Malaysia and Vietnam focused property developer Aseana Properties Ltd.'s (LSE: ASPL) 72.35% owned subsidiary, Hoa Lam-Shangri-la Healthcare LLC has completed the sale of a plot of 1.23 hectares of land at International Healthcare Park in Vietnam through the sale of its 100% stake in HLSL 5 LLC to Tien Phat Consultancy Investment Co Ltd., for a total consideration of USD 5.47m, the company said.
In addition, HLSL has entered into a conditional sale agreement with Tri Hanh Consultancy Co Ltd. to dispose of HLSL's 100 % stake in HLSL 6 Ltd. Liability Company for a total consideration of USD 7.73m. HLSL 6 holds a 1.19 hectare plot of land at IHP. The completion of this transaction is subject to approval from the local authorities, which is expected by the end of 3Q17.
Status: Closed
-ASEANA PROPERTIES AGREES TO SELL PLOT IN VIETNAM FOR USD 7.73M
Jersey-based, Malaysia and Vietnam focused property developer Aseana Properties Ltd.'s (LSE: ASPL) 72.35% owned subsidiary, Hoa Lam-Shangri-la Healthcare LLC has entered into a conditional sale agreement with Tri Hanh Consultancy Co Ltd. to dispose of HLSL's 100% stake in HLSL 6 LLC for a total consideration of USD 7.73m, the company said.
HLSL 6 holds a 1.19 hectare plot of land at IHP. The completion of this transaction is subject to approval from the local authorities, which is expected by the end of 3Q17. This follows the sale by Hoa Lam-Shangri-la Healthcare of 1.23 hectares of land at International Healthcare Park in Vietnam through the sale of its 100% stake in HLSL 5 LLC to Tien Phat Consultancy Investment Co Ltd., for a total consideration of USD 5.47m.
Status: Agreed
-SOUTHERN NATIONAL BANCORP OF VIRGINIA CLOSES USD 178.3M ACQUISITION OF EASTERN VIRGINIA BANKSHARES
Virginia, US-based bank holding company Southern National Bancorp of Virginia, Inc. (NASDAQ: SONA) and its Sonabank subsidiary have closed the acquisition of Eastern Virginia Bankshares, Inc. (NASDAQ: EVBS) and its EVB subsidiary, the companies said.
Upon completion of the transaction, the combined company will have approximately USD 2.4bn in total assets, USD 2bn in total deposits, and USD 1.8bn in total loans. Southern National shareholders owns approximately 51.4% of the combined company and Eastern Virginia shareholders own approximately 48.6%.
Status: Closed
-PERFICIENT ACQUIRES CLARITY CONSULTING TO BROADEN MICROSOFT PARTNERSHIP
Missouri, US-based digital transformation consultants Perficient, Inc. (NASDAQ: PRFT) has acquired Illinois, US-based revenue consultancy Clarity Consulting to enhance market presence and broaden partnership with Microsoft, the company said.
The acquisition of Clarity with its expertise in custom development, cloud implementations and digital experience design on Microsoft platforms and devices, is expected to build Perficient's Microsoft offerings and qualifications. Adding Clarity would increase Perficient's presence in the North Central, US region and Chicago.
Status: Closed
-PEP BOYS ACQUIRES PJ'S AUTO AND TIRE CENTER IN NEW JERSEY, USA
Pennsylvania, US-based automotive aftermarket chain Pep Boys has acquired New York, US-based PJ's Auto and Tire Center and opened a new service and tire centre in New Jersey to add to its network of approximately 1,500 service centres nationwide, the company said.
Pep Boys, a wholly owned subsidiary of Icahn Automotive Group LLC, said the acquisition and the New Jersey centre would grow its presence in the New York metro market and the greater Philadelphia, US area. PJ's will operate as a Pep Boys service and tire centre, offering total car care to customers.
Status: Closed
-BRAZILIAN FIRMS VINDI, SMARTBILL MERGE TO SERVE LATIN AMERICA PAYMENTS MARKETS
Brazil-based billing and payment solutions company Vindi and subscription management system firm Smartbill have merged to consolidate payments market in Latin America, the companies said.
This merger is expected to create a fintech company that can overcome challenges posed as 80% of software vendors are expected to transition the standard business model from traditional license and maintenance to subscription.
Status: Closed
-VERIMATRIX ACQUIRES UK-BASED GENIUS DIGITAL DEVICE-LEVEL DATA COLLECTION TECHNOLOGY
California, US-based digital TV services revenue enhancement firm Verimatrix has acquired UK-based television audience analytics firm Genius Digital's development team and device-level data collection technology, the company said.
The acquisition of Genius Digital's technology has been integrated with Verimatrix's verspective operator analytics solution suite and viewright ultra downloadable app packages. The acquisition provides real-time collection of secure data at the device level, enabling analytics competitive differentiation.
Status: Closed
-MYM NUTRACEUTICALS EXPANDS CBD BRAND WITH ACQUISITION OF JOSHUA TREE
Canada-based medical marijuana distributor MYM Nutraceuticals Inc. (CSE: MYM) (OTC: MYMMF), formerly My Marijuana Canada, Inc. has acquired the cannabidiol (CBD) Joshua Tree brand, the company said.
MYM has also filed trademark applications in the USA and Canada for Joshua Tree and plans to completely re-brand MYM-owned CBD brand HempMed. The new Joshua Tree product line will be launched this year in Canada, USA and Europe and will include up to five new CBD products. MYM said the acquisition is its first step in its international expansion of CBD products.
Status: Closed
-CENTURY 21 TENACE REALTY ACQUIRES SOUTH FLORIDA REAL ESTATE FIRM COBBLESTONE REALTY
Florida, US-based real estate broker Century 21 Tenace Realty has acquired Jupiter, Florida, US-based independent real estate company Cobblestone Realty, to deepen its reach in South Florida, the company said.
Through the acquisition, Century 21 Tenace Realty will expand to three offices and more than 300 agents. The expansion will give the company a larger footprint in Palm Beach County, Florida.
Status: Closed
-CSC SERVICEWORKS CLOSES ACQUISITION OF US APPLIANCE LEASING COMPANY AZUMA'S ASSETS
New York, US-based commercial laundry solutions and air vending services provider CSC ServiceWorks, Inc. has finalised the acquisition of substantially all assets of Texas, US-based appliance leasing company Azuma Leasing CT, LP, the company said.
The assets purchased from Azuma will be integrated into CSC's appliance warehouse business unit, the provider of in-unit washer/dryer leasing and appliance sales to apartment communities across the United States. CSC said the acquisition of Azuma's appliance leasing business adds scale to its in-unit rental business.
Status: Closed
-FLUIDPOWER ACQUIRES ASSETS OF IRISH EQUIPMENT SUPPLIER HI-POWER HYDRAULICS FOR GBP 3.5M
UK-based technical fluid power products supplier Fluidpower plc (LSE: FLO) has acquired Hi-Power Ltd. and the business and certain assets of Ireland-based hydraulic equipment supplier Hi-Power Hydraulics Ltd. to strengthen its power motion control (PMC) division, the company said.
The maximum consideration payable for Hi-Power is GBP 3.5m (USD 4.4m). This acquisition is being funded from the company's own resources and comprises GBP 1.9m (USD 2.4m) on completion with additional payments expected to be approximately GBP 0.5m (USD 0.64m), subject to an earn-out over the 18-month period to 31 December 2018.
Status: Closed
-VIKING ENERGY IN TALKS TO ACQUIRE 12 OIL/GAS FIELDS FOR USD 25M
New York, US-based oil and gas exploration company Viking Energy Group, Inc. (OTC: VKIN) is in negotiations to acquire all issued and outstanding membership units of an unnamed privately owned oil and gas company for USD 25m, the company said.
The USD 25m purchase price would be paid by Viking paying the seller USD 10m at closing and the balance of the purchase price six months from the closing date, with interest to accrue on such balance at a rate of 8.0% per annum.
Status: Talks
-REPLIGEN TO ACQUIRE FILTRATION COMPANY SPECTRUM FOR USD 359M
Massachusetts, US-based bioprocessor Repligen Corp. (NASDAQ: RGEN) has agreed to acquire Tennessee, US-based diversified filtration company Spectrum, Inc. for approximately USD 359m, the company said. The USD 359m is comprised of USD 12m in cash plus 6,154,000 shares of Repligen stock. Spectrum recorded revenue of USD 40.2m in 2016, with greater than 90% coming from its filtration product portfolio.
This transaction is expected to be completed during 3Q17, subject to the satisfaction of customary closing conditions. To fund the transaction, Repligen intends to use its cash on hand, which totaled approximately USD 14m on 31 March 2017, and potentially a committed debt financing of USD 30m obtained from JPMorgan Chase Bank, N.A.
Status: Agreed
-ENWAVE COMPLETES ACQUISITION OF DISTRICT ENERGY SYSTEMS ON US WEST COAST
Texas, US-based district energy provider Enwave USA, an affiliate of Canada-based energy services provider Enwave Energy Corp., has finalised the acquisition of a West Coast, US energy portfolio consisting of district energy systems in US cities of Los Angeles, California; Portland, Oregon and Las Vegas, Nevada, the company said.
This transaction was completed through affiliates of Enwave Energy Corp. The Los Angeles system has chilled water capacity of 35,300 tons of cooling and a 7.8-mile distribution network, serving hotels, office buildings and residential towers. Enwave also acquired two sizeable operation and maintenance contracts in Los Angeles as part of the transaction.
Status: Closed
-TBK BANK TO ACQUIRE NINE INDEPENDENT BANK BRANCHES IN COLORADO, USA
Texas, US-based state savings institution TBK Bank, SSB, a subsidiary of Triumph Bancorp, Inc. (NASDAQ TBK) has agreed to acquire nine Colorado, US branches of Texas, US-based Independent Bank, the company said. Independent Bank is held by holding company Independent Bank Group, Inc. (NASDAQ: IBTX).
In the transaction, TBK Bank will purchase approximately USD 100m in loans and assume approximately USD 168m in deposits associated with the branches for an estimated deposit premium of USD 7m, or 4.17%. The actual premium will be based on a 30-day average of deposit balances at the time the transaction closes. This transaction is expected to close during 4Q17 and is subject to certain closing conditions, receipt of regulatory approval, and other customary closing conditions.
Status: Agreed
-SYNCHRONOSS TECHNOLOGIES CONFIRMS RECEIPT OF INDICATION OF INTEREST FROM SIRIS CAPITAL GROUP
New Jersey, US-based software company Synchronoss Technologies, Inc. (NASDAQ: SNCR) has received an indication of interest for acquisition of all outstanding shares of its common stock from New York, US-based private equity firm Siris Capital Group, LLC, the company said.
Siris Capital Group's non-binding indication of interest offers USD 18.00 per share in cash, subject to certain conditions. Synchronoss Technologies board of directors said it plans to review and consider Siris's indication of interest and pursue the course of action that it believes is in the best interests of the company and its shareholders.
Status: Bidding
-FMC TO SELL EPAX OMEGA-3 BUSINESS TO NORWEGIAN FISH OIL PRODUCER PELAGIA
Norwegian fish oil company Pelagia AS has agreed to acquire the Epax Omega-3 business of Pennsylvania, US-based chemical manufacturing company FMC Corp. (NYSE: FMC), the company said. The transaction is expected to close by the end of 3Q17, subject to customary regulatory approvals and closing conditions.
FMC said Pelagia would complement Pelagia's existing portfolio, and provide a strategic fit for the company's Epax Omega-3 product line. FMC Corp. 2016 revenue totaled approximately USD 3.3bn. FMC employs approximately 6,000 people and operates its businesses in three segments: FMC agricultural solutions, FMC health and nutrition and FMC lithium.
Status: Agreed
-PLAZA CENTERS TO SELL TORUN PLAZA IN POLAND FOR EUR 70M
Dutch real estate development and operations company Plaza Centers N.V.'s (LSE: PLAZ) Plaza Centers Polish Operations B.V. subsidiary has an agreement with a non-disclosed investment fund to sell Poland-based shopping and entertainment centre Torun Plaza, the company said.
Should the transaction proceed towards a signed share purchase agreement, following the due diligence process, Plaza will receive circa EUR 70m (USD 79m) followed by additional payments up to a maximum potential amount of EUR 4.0m (USD 4.5m) after an additional earn out period following the closing of the transaction.
Status: Agreed
-COVERYS TO ACQUIRE UK INSURANCE FIRM RANDALL/QUILTER'S MANAGING AGENCY
Massachusetts, US-based medical liability insurance provider Coverys has agreed to acquire London-based agency Randall and Quilter Managing Agency Ltd. (RQMA), part of UK-based insurance investor Randall and Quilter Investment Holdings, and an agency of Lloyd's of London, the company said.
On completion, the agreement involves the cash payment by Coverys to R/Q of USD 22.6m, which after costs and related incentive payments, will result in estimated net proceeds to R/Q of GBP 13.9m (USD 17.7m). The sale remains subject to regulatory change of control approval by Lloyd's and the PRA, anticipated to be received in late 2017. Randall and Quilter said selling the agency allows it to focus on its core, high growth activities. Coverys said the acquisition is part of its global expansion strategy.
Status: Agreed
-RED ROCK RESOURCES COMPLETES ACQUISITION STAKE IN BOSNIAN ALLOY PRODUCER STEELMIN
UK-based resource development company Red Rock Resources Plc has agreed to acquire an interest in Bosnia-based alloy producer Steelmin Ltd. and fund Steelmin's refurbishment and recommissioning of a Bosnia-based ferrosilicon smelter, the company said.
Red Rock has issued an eight-month secured loan note for EUR 3,874,560 (USD 4.344m) to Steelmin, bearing interest at 13% p.a. and extendable for a further eight months for a fee. The first tranche of EUR 2,737,712 has been paid with a balance due in one week. To fund the loan, Red Rock has borrowed from YA 11 PN Ltd, on behalf of a group of institutional investors, USD 4,230,750 on a secured basis for a term of one year bearing interest at 13% p.a. with a renewal option for a further eight months for a fee.
Status: Closed
-WORKSPACE ACQUIRES LONDON GRADE II PROPERTY SALISBURY HOUSE
London-based real estate investment trust Workspace Group plc (LSE: WKP) has acquired London-based Grade-II property Salisbury House, a building leased from the city of London Corp. and valued at GBP 158.7m (USD 202.33m), the company said.
The transaction will be funded from Workspace's existing resources, including an additional GBP 100m (USD 127m) of five-year revolver facilities provided by its bank lending syndicate under the existing overarching agreement. The syndicate has also provided a further GBP 50m, 364-day revolver facility for working capital purposes. The multi-let property provides 240,000 sq. ft. of net lettable space and is currently 90% occupied with 105 customers.
Status: Closed
-ANIMALCARE TO ACQUIRE SHARE CAPITAL OF BELGIAN ANIMAL HEALTH GROUP ECUPHAR
UK-based veterinary medicines and identification product supplier Animalcare Group plc (AIM: ANCR) has agreed to acquire all issued share capital of Belgium-based animal health group Ecuphar NV, the company said.
Consideration for the acquisition is structured on a consolidated Animalcare/Ecuphar enlarged issued share capital ratio of 37: 63, and will be satisfied through the issue of consideration shares and cash to Ecuphar vendors. The cash component of the consideration will be satisfied in part through a placing of approximately 8.6m new placing shares, representing approximately 40.4% of the existing issued share capital, to raise gross proceeds of not less than GBP 30m, with the balance to be funded by existing cash held by the group.
Status: Agreed
-TA ASSOCIATES INVESTS IN UK COMPOUND BIOLOGICS MANUFACTURER BIOCOMPOSITES
Massachusetts, US-based private equity firm TA Associates has invested in UK-based calcium compound biologics manufacturer Biocomposites, with senior credit facilities from North Carolina, US-based asset management firm Barings, the company said.
Finesmes reported no financial terms were disclosed. TA Associates said it plans to focus on supporting Biocomposites' growth and building further value in the business. Biocomposites focuses on the development of calcium compounds for surgical use. Research, manufacturing and distribution is handled in-house at the company's headquarters in Keele, UK. Sales representative offices are maintained in the US and China.
Status: Closed
-GEMSPRING CAPITAL CLOSES ACQUISITION OF SPECIALTY HVAC CONTRACTOR THERMA
An affiliate of US-based private equity firm Gemspring Capital has acquired the assets of US-based specialty mechanical contractor Therma Corp., the firm said. Therma is full-service design-build contractor that focuses on complex HVAC, high purity process piping and process controls for cleanrooms, laboratories and high-tech manufacturing facilities.
The company was founded in 1967 by Joe Parisi, the CEO, and Nicki Parisi, the CFO, and has grown to become one of the largest mechanical contractors in the United States and a leader in the Silicon Valley market.
Status: Closed
-SUPERVALU CLOSES USD 375M ACQUISITION OF WHOLESALE GROCERY COOPERATIVE UNIFIED GROCERS
Minnesota, US-based grocery wholesaler Supervalu Inc (NYSE: SVU) has closed the acquisition of California, US-based wholesale grocery cooperative Unified Grocers, Inc. for approximately USD 375m, the company said.
This deal was announced in April. The early termination of the waiting period under the HSR Act satisfies a closing condition for the transaction. The transaction is also subject to approval by Unified Grocers' shareholders. Supervalu said the deal provides new growth opportunities across multiple geographies, including the expansion of Unified's Market Centre division.
Status: Closed
-RLJ LODGING TRUST, FELCO LODGING TRUST SCHEDULE SHAREHOLDER VOTES ON MERGER
US-based hotel REIT's RLJ Lodging Trust (NYSE: RLJ) and FelCor Lodging Trust Inc. (NYSE: FCH) have scheduled separate shareholder meeting to vote on their USD 4.2bn merger announced in April, the companies said.
RLJ will hold a special meeting of its shareholders on 7 August 2017; FelCor will also hold a special meeting of its stockholders on 7 August 2017. At the RLJ Special Meeting, RLJ's shareholders will be asked to vote on the issuance of common shares of beneficial interest, par value USD 0.01 per share, of RLJ in connection with the agreement and plan of merger pursuant to which FelCor will merge with and into a subsidiary of RLJ in a stock-for-stock transaction.
Status: Agreed
-ASPEN SKIING, KSL CAPITAL CLEAR US ANTITRUST HURDLE IN ACQUISITION OF US MOUNTAIN RESORT OPERATOR INTRAWEST
The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) has expired with respect to the proposed acquisition of US-based mountain resort and adventure company Intrawest Resorts Holdings, Inc. (NYSE: SNOW) by by a newly-formed entity controlled by affiliates of US-based mountain resort operator Aspen Skiing Co, L.L.C. and US-based private equity firm KSL Capital Partners, LLC, the companies said.
Expiration of the waiting period under the HSR Act satisfies one of the conditions to the closing of the pending merger. The transaction remains subject to other certain closing conditions, and it is expected to close by the end of 3Q17.
Status: Agreed
-PROXY ADVISERS ISS, GLASS LEWIS BACK ONEOK, ONEOK PARTNERS MERGER
Proxy advisory firms, Institutional Shareholder Services and Glass Lewis and Co., have recommended votes in favour of a proposed merger transaction between US-based natural gas company Oneok, Inc. (NYSE: OKE) and its Oneok Partners, L.P. (NYSE: OKS) MLP, the companies said.
Under the proposed merger transaction announced 1 February 2017, Oneok will acquire all of the outstanding common units of Oneok Partners it does not already own for USD 9.3bn in Oneok common stock.
Status: Agreed
-EXPEDIA CLOSES ACQUISITION OF MAJORITY OF ONLINE RAIL BOODING FIRM SILVERRAIL
US-based online travel company Expedia, Inc., (NASDAQ: EXPE) closed the acquisition of a majority stake in UK-based railroad booking firm SilverRail Technologies, Inc., the company said. SilverRail has been an Expedia industry partner, helping to bring online booking for rail to Expedia's customers.
The acquisition builds on the partnership the two companies have had since 2010 when Egencia, Expedia's corporate travel brand, began using SilverRail's expertise to offer rail inventory in the US. This partnership expanded in 2016 when Expedia.com announced it would use SilverRail's technology platform to sell rail tickets through the Expedia.co.uk website.
Status: Closed
-REGISTRATION RELATED TO CAESARS ENTERTAINMENT, CAESARS ACQUISITION MERGER DECLARED EFFECTIVE BY SEC
The Securities and Exchange Commission has declared effective the Registration Statement on form S-4 previously filed by Las Vegas, US-based casino operator Caesars Entertainment Corp. (NASDAQ: CZR) related to its proposed merger with special acquisition vehicle Caesars Acquisition Company (NASDAQ: CACQ), the company said.
Caesars Entertainment and Caesars acquisition have individually scheduled special meetings of their respective stockholders in connection with the pending merger. Stockholder approval of the merger is a critical step to concluding the restructuring of Caesars Entertainment Operating Company, Inc.
Status: Agreed
-DALATA HOTEL CLOSES GBP 22.1M SALE/LEASEBACK DEAL ON CLAYTON HOTEL IN CARDIFF, WALES
Irish hotel operator Dalata Hotel Group plc (LSE: DAL) has closed the sale and leaseback of its Clayton Hotel in Cardiff Wales, to property investor M/G Real Estate, the group said.
Consideration for the transaction is GBP 22.1m (USD 28.64m). The hotel will be let on a new FRI (fully repairing and insuring) lease for a 35 year term. The agreed initial Rent for the property is GBP 1.15m per annum and will be subject to five yearly rent reviews, index-linked to the Retail Price Index.
Status: Closed
-WATERMAN GROUP APPLIES TO HAVE TRADING IN SHARES CANCELLED AS MERGER CLOSE DRAWS NEAR
UK-based multidisciplinary consultancy Waterman Group plc (LSE: WTM) has made an application for cancellation, respectively, of the trading in Waterman shares on the London Stock Exchange's Main Market for listed securities and of the listing of Waterman shares on the premium listing segment of the Official List, the company said.
This move comes as the company's acquisition by Japanese engineering firm CTI Engineering Co. Ltd draws nearer. On 9 May, the companies announced a deal under which CTI Engineering would acquire 100% of Waterman Group by purchasing 33,298,824 shares of Waterman for GBP 46.6m (USD 59.63m).
Status: Agreed
-PHILIPS TO ACQUIRE US MEDICAL DEVICE MAKER ELECTRICAL GEODESICS FOR GBP 29M
Dutch medical imaging and electronics specialist Philips NV (NYSE: PHG) has agreed to acquire US-based medical device maker Electrical Geodesics, Inc. (AIM: EGI) for GBP 29m (USD 37.1m) in cash through a merger sub, the companies said.
Electrical Geodesics is a medical device company that designs, develops and commercialises a range of non-invasive neurodiagnostic products used to monitor and interpret brain activity. The EGI board of directors, unanimously approved the merger agreement and has recommended that the shareholders vote in favour of adoption of the deal. EGI will vote on 17 July 2017. Under the terms of the deal, EGI shareholders will be entitled to receive GBP 1.054 (105.4p) for each share of company common stock.
Status: Agreed
-CHISBRIDGE EXTENDS OFFER FOR INTERQUEST AS COMPANY GRABS 42% OF SHARES
UK-based Chisbridge Ltd. has extended its offer for UK-based technology, analytics and digital market recruiter InterQuest Group plc (AIM: ITQ), having secured around 43% of the company's shares thus far, Chisbridge said.
On 18 May 2017, Chisbridge announced its intention to make a cash offer, with a loan note alternative, for the whole of the issued and to be issued share capital of InterQuest. This came a day after InterQuest turned down Chisbridge's approach, which values the company at 42 pence a share. Chisbridge is a new company set up by InterQuest chairman Gary Ashworth, CEO Chris Elridge and chief financial officer David Bygrave.
Status: Agreed
-REGIT BIDCO TO PAY GBP 47M IN CASH FOR THESIS ASSET MANAGEMENT
The independent directors of UK-based asset management business Thesis Asset Management plc and the board of directors of UK-based Regit Bidco Ltd. have reached agreement on the terms of a recommended cash offer pursuant to which Bidco will acquire all of the issued and to be issued ordinary shares of thesis, the companies said.
Under the terms of the offer, each Thesis shareholder will be entitled to receive GBP 51.4677 in cash for each ordinary share held, plus an additional daily amount of GBP 0.01125 in cash for each ordinary share for the period from 16 June 2017 to (and including) the first payment date.
Status: Agreed
-ACUITY'S ACQUISITION OF PRO GLOBAL INSURANCE OUTSOURCING, CONSULTING BUSINESS TO CLOSE ON 30 JUNE
UK-based private equity firm Acuity Investment LLP's acquisition of UK-based insurance and reinsurance service provider and consulting company Pro Global Insurance Solutions plc's (LSE: PROG) outsourcing business is scheduled to close on 30 June, the firms said.
All approvals have now been received and therefore the sale is now unconditional. On 22 December 2016, Pro Global announced the sale of its outsourcing and consulting businesses, subject to shareholder, regulatory, and other approvals. The price is for GBP 8.3m (USD 10.62m). Following completion, Pro Global's only business will be its 30% investment in Asta Capital Ltd which owns a number of companies including Asta Managing Agency Ltd., a third party managing agent at Lloyd's.
Status: Agreed
-PALLINGHURST RESOURCES ALL-SHARES OFFER FOR UK GEMSTONE MINER GEMFIELDS NOW UNCONDITIONAL
Channel Islands-based investment firm Pallinghurst Resources Ltd.'s (SJ: PGL) offer for the whole of the issued and to be issued share capital of UK-based gemstone miner Gemfields plc (AIM: GEM) is now unconditional as to acceptances, the firm said.
Pallinghurst said it has received valid acceptances in respect of 77,899,324 Gemfields shares (representing approximately 14.16% of the existing issued share capital of Gemfields). The valid acceptances in respect of 77,888,324 Gemfields shares (representing approximately 14.16% of the existing issued share capital of Gemfields) are from persons acting in concert with Pallinghurst pursuant to irrevocable undertakings in respect of the acceptance of the offer.
Status: Agreed
-AVINGTRANS GIVEN EXTENSION TO MAKE OFFER FOR UK ENGINEERING GROUP HAYWARD TYLER
UK-based engineered components, modules and services producer Avingtrans plc (AIM: AVG) now has until 30 June 2017 to make a firm offer for UK-based specialist engineering group Hayward Tyler Group plc (AIM: HAYT) following an extension of the original deadline, the companies said.
On 31 March 2017, the board of Hayward Tyler announced that it was in the early stages of discussions with Avingtrans, regarding a possible offer by Avingtrans for the whole of the issued share capital of the company. Further to an announcement on 26 May, Avingtrans was required to announce either a firm intention to make an offer for the company or announce that it does not intend to make an offer by the 28th day following the date of the announcement of the second extension to the deadline.
Status: Talks
-KIRS GROUP CLOSES GBP 254M ACQUISITION OF NEVADA INVESTMENTS
UK-based insurance intermediary KIRS Group Ltd. has completed the acquisition of insurance holding company Nevada Investments Topco Ltd., the group said. Nevada is the holding company for the UK-based van insurance brokerage Autonet and Price Forbes businesses and also on 22 June 2017 completed the acquisitions of UK-based insurer Ryan Direct Group Ltd. and UK private medical insurance brokerage Chase Templeton Holdings Ltd.
The consideration for the acquisition of Nevada is GBP 254.93m (USD 325m). KIRS Group is independent insurance intermediary group being created by HPS Investment Partners and Madison Dearborn Partners.
Status: Closed
-ASEANA PROPERTIES SUBSIDIARY CLOSES USD 5.47M SALE OF PLOT IN VIETNAM
Jersey-based, Malaysia and Vietnam focused property developer Aseana Properties Ltd.'s (LSE: ASPL) 72.35% owned subsidiary, Hoa Lam-Shangri-la Healthcare LLC has completed the sale of a plot of 1.23 hectares of land at International Healthcare Park in Vietnam through the sale of its 100% stake in HLSL 5 LLC to Tien Phat Consultancy Investment Co Ltd., for a total consideration of USD 5.47m, the company said.
In addition, HLSL has entered into a conditional sale agreement with Tri Hanh Consultancy Co Ltd. to dispose of HLSL's 100 % stake in HLSL 6 Ltd. Liability Company for a total consideration of USD 7.73m. HLSL 6 holds a 1.19 hectare plot of land at IHP. The completion of this transaction is subject to approval from the local authorities, which is expected by the end of 3Q17.
Status: Closed
-ASEANA PROPERTIES AGREES TO SELL PLOT IN VIETNAM FOR USD 7.73M
Jersey-based, Malaysia and Vietnam focused property developer Aseana Properties Ltd.'s (LSE: ASPL) 72.35% owned subsidiary, Hoa Lam-Shangri-la Healthcare LLC has entered into a conditional sale agreement with Tri Hanh Consultancy Co Ltd. to dispose of HLSL's 100% stake in HLSL 6 LLC for a total consideration of USD 7.73m, the company said.
HLSL 6 holds a 1.19 hectare plot of land at IHP. The completion of this transaction is subject to approval from the local authorities, which is expected by the end of 3Q17. This follows the sale by Hoa Lam-Shangri-la Healthcare of 1.23 hectares of land at International Healthcare Park in Vietnam through the sale of its 100% stake in HLSL 5 LLC to Tien Phat Consultancy Investment Co Ltd., for a total consideration of USD 5.47m.
Status: Agreed
-SOUTHERN NATIONAL BANCORP OF VIRGINIA CLOSES USD 178.3M ACQUISITION OF EASTERN VIRGINIA BANKSHARES
Virginia, US-based bank holding company Southern National Bancorp of Virginia, Inc. (NASDAQ: SONA) and its Sonabank subsidiary have closed the acquisition of Eastern Virginia Bankshares, Inc. (NASDAQ: EVBS) and its EVB subsidiary, the companies said.
Upon completion of the transaction, the combined company will have approximately USD 2.4bn in total assets, USD 2bn in total deposits, and USD 1.8bn in total loans. Southern National shareholders owns approximately 51.4% of the combined company and Eastern Virginia shareholders own approximately 48.6%.
Status: Closed
-PERFICIENT ACQUIRES CLARITY CONSULTING TO BROADEN MICROSOFT PARTNERSHIP
Missouri, US-based digital transformation consultants Perficient, Inc. (NASDAQ: PRFT) has acquired Illinois, US-based revenue consultancy Clarity Consulting to enhance market presence and broaden partnership with Microsoft, the company said.
The acquisition of Clarity with its expertise in custom development, cloud implementations and digital experience design on Microsoft platforms and devices, is expected to build Perficient's Microsoft offerings and qualifications. Adding Clarity would increase Perficient's presence in the North Central, US region and Chicago.
Status: Closed
-PEP BOYS ACQUIRES PJ'S AUTO AND TIRE CENTER IN NEW JERSEY, USA
Pennsylvania, US-based automotive aftermarket chain Pep Boys has acquired New York, US-based PJ's Auto and Tire Center and opened a new service and tire centre in New Jersey to add to its network of approximately 1,500 service centres nationwide, the company said.
Pep Boys, a wholly owned subsidiary of Icahn Automotive Group LLC, said the acquisition and the New Jersey centre would grow its presence in the New York metro market and the greater Philadelphia, US area. PJ's will operate as a Pep Boys service and tire centre, offering total car care to customers.
Status: Closed
-BRAZILIAN FIRMS VINDI, SMARTBILL MERGE TO SERVE LATIN AMERICA PAYMENTS MARKETS
Brazil-based billing and payment solutions company Vindi and subscription management system firm Smartbill have merged to consolidate payments market in Latin America, the companies said.
This merger is expected to create a fintech company that can overcome challenges posed as 80% of software vendors are expected to transition the standard business model from traditional license and maintenance to subscription.
Status: Closed
-VERIMATRIX ACQUIRES UK-BASED GENIUS DIGITAL DEVICE-LEVEL DATA COLLECTION TECHNOLOGY
California, US-based digital TV services revenue enhancement firm Verimatrix has acquired UK-based television audience analytics firm Genius Digital's development team and device-level data collection technology, the company said.
The acquisition of Genius Digital's technology has been integrated with Verimatrix's verspective operator analytics solution suite and viewright ultra downloadable app packages. The acquisition provides real-time collection of secure data at the device level, enabling analytics competitive differentiation.
Status: Closed
-MYM NUTRACEUTICALS EXPANDS CBD BRAND WITH ACQUISITION OF JOSHUA TREE
Canada-based medical marijuana distributor MYM Nutraceuticals Inc. (CSE: MYM) (OTC: MYMMF), formerly My Marijuana Canada, Inc. has acquired the cannabidiol (CBD) Joshua Tree brand, the company said.
MYM has also filed trademark applications in the USA and Canada for Joshua Tree and plans to completely re-brand MYM-owned CBD brand HempMed. The new Joshua Tree product line will be launched this year in Canada, USA and Europe and will include up to five new CBD products. MYM said the acquisition is its first step in its international expansion of CBD products.
Status: Closed
-CENTURY 21 TENACE REALTY ACQUIRES SOUTH FLORIDA REAL ESTATE FIRM COBBLESTONE REALTY
Florida, US-based real estate broker Century 21 Tenace Realty has acquired Jupiter, Florida, US-based independent real estate company Cobblestone Realty, to deepen its reach in South Florida, the company said.
Through the acquisition, Century 21 Tenace Realty will expand to three offices and more than 300 agents. The expansion will give the company a larger footprint in Palm Beach County, Florida.
Status: Closed
-CSC SERVICEWORKS CLOSES ACQUISITION OF US APPLIANCE LEASING COMPANY AZUMA'S ASSETS
New York, US-based commercial laundry solutions and air vending services provider CSC ServiceWorks, Inc. has finalised the acquisition of substantially all assets of Texas, US-based appliance leasing company Azuma Leasing CT, LP, the company said.
The assets purchased from Azuma will be integrated into CSC's appliance warehouse business unit, the provider of in-unit washer/dryer leasing and appliance sales to apartment communities across the United States. CSC said the acquisition of Azuma's appliance leasing business adds scale to its in-unit rental business.
Status: Closed
-FLUIDPOWER ACQUIRES ASSETS OF IRISH EQUIPMENT SUPPLIER HI-POWER HYDRAULICS FOR GBP 3.5M
UK-based technical fluid power products supplier Fluidpower plc (LSE: FLO) has acquired Hi-Power Ltd. and the business and certain assets of Ireland-based hydraulic equipment supplier Hi-Power Hydraulics Ltd. to strengthen its power motion control (PMC) division, the company said.
The maximum consideration payable for Hi-Power is GBP 3.5m (USD 4.4m). This acquisition is being funded from the company's own resources and comprises GBP 1.9m (USD 2.4m) on completion with additional payments expected to be approximately GBP 0.5m (USD 0.64m), subject to an earn-out over the 18-month period to 31 December 2018.
Status: Closed
-VIKING ENERGY IN TALKS TO ACQUIRE 12 OIL/GAS FIELDS FOR USD 25M
New York, US-based oil and gas exploration company Viking Energy Group, Inc. (OTC: VKIN) is in negotiations to acquire all issued and outstanding membership units of an unnamed privately owned oil and gas company for USD 25m, the company said.
The USD 25m purchase price would be paid by Viking paying the seller USD 10m at closing and the balance of the purchase price six months from the closing date, with interest to accrue on such balance at a rate of 8.0% per annum.
Status: Talks
-REPLIGEN TO ACQUIRE FILTRATION COMPANY SPECTRUM FOR USD 359M
Massachusetts, US-based bioprocessor Repligen Corp. (NASDAQ: RGEN) has agreed to acquire Tennessee, US-based diversified filtration company Spectrum, Inc. for approximately USD 359m, the company said. The USD 359m is comprised of USD 12m in cash plus 6,154,000 shares of Repligen stock. Spectrum recorded revenue of USD 40.2m in 2016, with greater than 90% coming from its filtration product portfolio.
This transaction is expected to be completed during 3Q17, subject to the satisfaction of customary closing conditions. To fund the transaction, Repligen intends to use its cash on hand, which totaled approximately USD 14m on 31 March 2017, and potentially a committed debt financing of USD 30m obtained from JPMorgan Chase Bank, N.A.
Status: Agreed
-ENWAVE COMPLETES ACQUISITION OF DISTRICT ENERGY SYSTEMS ON US WEST COAST
Texas, US-based district energy provider Enwave USA, an affiliate of Canada-based energy services provider Enwave Energy Corp., has finalised the acquisition of a West Coast, US energy portfolio consisting of district energy systems in US cities of Los Angeles, California; Portland, Oregon and Las Vegas, Nevada, the company said.
This transaction was completed through affiliates of Enwave Energy Corp. The Los Angeles system has chilled water capacity of 35,300 tons of cooling and a 7.8-mile distribution network, serving hotels, office buildings and residential towers. Enwave also acquired two sizeable operation and maintenance contracts in Los Angeles as part of the transaction.
Status: Closed
-TBK BANK TO ACQUIRE NINE INDEPENDENT BANK BRANCHES IN COLORADO, USA
Texas, US-based state savings institution TBK Bank, SSB, a subsidiary of Triumph Bancorp, Inc. (NASDAQ TBK) has agreed to acquire nine Colorado, US branches of Texas, US-based Independent Bank, the company said. Independent Bank is held by holding company Independent Bank Group, Inc. (NASDAQ: IBTX).
In the transaction, TBK Bank will purchase approximately USD 100m in loans and assume approximately USD 168m in deposits associated with the branches for an estimated deposit premium of USD 7m, or 4.17%. The actual premium will be based on a 30-day average of deposit balances at the time the transaction closes. This transaction is expected to close during 4Q17 and is subject to certain closing conditions, receipt of regulatory approval, and other customary closing conditions.
Status: Agreed
-SYNCHRONOSS TECHNOLOGIES CONFIRMS RECEIPT OF INDICATION OF INTEREST FROM SIRIS CAPITAL GROUP
New Jersey, US-based software company Synchronoss Technologies, Inc. (NASDAQ: SNCR) has received an indication of interest for acquisition of all outstanding shares of its common stock from New York, US-based private equity firm Siris Capital Group, LLC, the company said.
Siris Capital Group's non-binding indication of interest offers USD 18.00 per share in cash, subject to certain conditions. Synchronoss Technologies board of directors said it plans to review and consider Siris's indication of interest and pursue the course of action that it believes is in the best interests of the company and its shareholders.
Status: Bidding
-FMC TO SELL EPAX OMEGA-3 BUSINESS TO NORWEGIAN FISH OIL PRODUCER PELAGIA
Norwegian fish oil company Pelagia AS has agreed to acquire the Epax Omega-3 business of Pennsylvania, US-based chemical manufacturing company FMC Corp. (NYSE: FMC), the company said. The transaction is expected to close by the end of 3Q17, subject to customary regulatory approvals and closing conditions.
FMC said Pelagia would complement Pelagia's existing portfolio, and provide a strategic fit for the company's Epax Omega-3 product line. FMC Corp. 2016 revenue totaled approximately USD 3.3bn. FMC employs approximately 6,000 people and operates its businesses in three segments: FMC agricultural solutions, FMC health and nutrition and FMC lithium.
Status: Agreed
-PLAZA CENTERS TO SELL TORUN PLAZA IN POLAND FOR EUR 70M
Dutch real estate development and operations company Plaza Centers N.V.'s (LSE: PLAZ) Plaza Centers Polish Operations B.V. subsidiary has an agreement with a non-disclosed investment fund to sell Poland-based shopping and entertainment centre Torun Plaza, the company said.
Should the transaction proceed towards a signed share purchase agreement, following the due diligence process, Plaza will receive circa EUR 70m (USD 79m) followed by additional payments up to a maximum potential amount of EUR 4.0m (USD 4.5m) after an additional earn out period following the closing of the transaction.
Status: Agreed
-COVERYS TO ACQUIRE UK INSURANCE FIRM RANDALL/QUILTER'S MANAGING AGENCY
Massachusetts, US-based medical liability insurance provider Coverys has agreed to acquire London-based agency Randall and Quilter Managing Agency Ltd. (RQMA), part of UK-based insurance investor Randall and Quilter Investment Holdings, and an agency of Lloyd's of London, the company said.
On completion, the agreement involves the cash payment by Coverys to R/Q of USD 22.6m, which after costs and related incentive payments, will result in estimated net proceeds to R/Q of GBP 13.9m (USD 17.7m). The sale remains subject to regulatory change of control approval by Lloyd's and the PRA, anticipated to be received in late 2017. Randall and Quilter said selling the agency allows it to focus on its core, high growth activities. Coverys said the acquisition is part of its global expansion strategy.
Status: Agreed
-RED ROCK RESOURCES COMPLETES ACQUISITION STAKE IN BOSNIAN ALLOY PRODUCER STEELMIN
UK-based resource development company Red Rock Resources Plc has agreed to acquire an interest in Bosnia-based alloy producer Steelmin Ltd. and fund Steelmin's refurbishment and recommissioning of a Bosnia-based ferrosilicon smelter, the company said.
Red Rock has issued an eight-month secured loan note for EUR 3,874,560 (USD 4.344m) to Steelmin, bearing interest at 13% p.a. and extendable for a further eight months for a fee. The first tranche of EUR 2,737,712 has been paid with a balance due in one week. To fund the loan, Red Rock has borrowed from YA 11 PN Ltd, on behalf of a group of institutional investors, USD 4,230,750 on a secured basis for a term of one year bearing interest at 13% p.a. with a renewal option for a further eight months for a fee.
Status: Closed
-WORKSPACE ACQUIRES LONDON GRADE II PROPERTY SALISBURY HOUSE
London-based real estate investment trust Workspace Group plc (LSE: WKP) has acquired London-based Grade-II property Salisbury House, a building leased from the city of London Corp. and valued at GBP 158.7m (USD 202.33m), the company said.
The transaction will be funded from Workspace's existing resources, including an additional GBP 100m (USD 127m) of five-year revolver facilities provided by its bank lending syndicate under the existing overarching agreement. The syndicate has also provided a further GBP 50m, 364-day revolver facility for working capital purposes. The multi-let property provides 240,000 sq. ft. of net lettable space and is currently 90% occupied with 105 customers.
Status: Closed
-ANIMALCARE TO ACQUIRE SHARE CAPITAL OF BELGIAN ANIMAL HEALTH GROUP ECUPHAR
UK-based veterinary medicines and identification product supplier Animalcare Group plc (AIM: ANCR) has agreed to acquire all issued share capital of Belgium-based animal health group Ecuphar NV, the company said.
Consideration for the acquisition is structured on a consolidated Animalcare/Ecuphar enlarged issued share capital ratio of 37: 63, and will be satisfied through the issue of consideration shares and cash to Ecuphar vendors. The cash component of the consideration will be satisfied in part through a placing of approximately 8.6m new placing shares, representing approximately 40.4% of the existing issued share capital, to raise gross proceeds of not less than GBP 30m, with the balance to be funded by existing cash held by the group.
Status: Agreed
-TA ASSOCIATES INVESTS IN UK COMPOUND BIOLOGICS MANUFACTURER BIOCOMPOSITES
Massachusetts, US-based private equity firm TA Associates has invested in UK-based calcium compound biologics manufacturer Biocomposites, with senior credit facilities from North Carolina, US-based asset management firm Barings, the company said.
Finesmes reported no financial terms were disclosed. TA Associates said it plans to focus on supporting Biocomposites' growth and building further value in the business. Biocomposites focuses on the development of calcium compounds for surgical use. Research, manufacturing and distribution is handled in-house at the company's headquarters in Keele, UK. Sales representative offices are maintained in the US and China.
Status: Closed
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