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Deal Pipeline
Tuesday 06 June 2017
The following is a list of deals covered in detail by M and A Navigator this week:
-UK BANKING FIRM SHAWNBROOK REJECTS SWEETENED BID FROM POLLEN STREET, BC PARTNERS
UK-based banking firm Shawbrook Group plc (LSE: SHAW) is urging shareholders to reject an increased bid from Pollen Street Capital Ltd. and BC Partners LLP regarding a possible offer to be made by a new company to be jointly owned by funds managed or advised by Pollen Street and BC Partners for the entire issued and to be issued share capital of Shawbrook, the company said on Tuesday.
This offer was announced on 5 June. In March, the private equity firms offered 330p a share for the challenger bank, in a deal worth GBP 825m. However, Shawbrook had urged shareholders to rebuff the offer. The new bid is for 340p per share, or GBP 868m (USD 1.117bn). Shareholders have until 19 June to decide on the offer. However, Shawbrook is already urging them to reject it.
Status: Bidding
-SYNNEX TO ACQUIRE NORTH AMERICA, LATIN AMERICA BUSINESSES OF WESTCON-COMSTOR
US-based business process services company Synnex Corp. (NYSE: SNX) has agreed to acquire UK-based ICT solutions and services group Datatec Ltd's Westcon-Comstor Americas business and become a minority shareholder in Datatec's Westcon EMEA and APAC businesses, the company said.
Under the deal, Synnex wil pay USD 500 in stock and USD 100m in cash at closing, plus an up to USD 200m earn out if certain financial targets are achieved through Feb 2018. Synnex will pay USD 30m for 10% ownership of Datatec's Westcon EMEA and APAC businesses. Approximately USD 115m of net debt will be assumed and refinanced with the close of the transaction. Synnex will have the option to pay all cash, based on the average share price at closing.
Status: Agreed
-CANADA'S IAMGOLD TO FORM JV WITH SUMITOMO METAL MINING FOR DEVELOPMENT OF COTE GOLD
Canada-based gold producer Iamgold Corp. (NYSE: IAG) has entered into an investment agreement with Tokyo, Japan-based mining company Sumitomo Metal Mining Co., Ltd., under which Iamgold will form a joint venture with Sumitomo, the company said on Tuesday.
Under the deal, Sumitomo will pay an aggregate USD 195m to Iamgold for a 30% undivided participating interest in Iamgold's ownership interest in the Côté Gold Project in Ontario. On closing, Sumitomo will acquire a 30% undivided participating joint venture interest in Iamgold's ownership interest in the Côté Gold Project for an aggregate USD 195m, of which USD100 m is payable upon closing. The remaining USD 95m is payable on the earlier of 18 months following closing, or the date of public filing of a feasibility study with respect to the Côté Gold Project.
Status: Agreed
-SPECIALTY INSURANCE DISTRIBUTOR AMWINS CLOSES ACQUISITION OF BROKER PARTNERS SPECIALTY GROUP
US-based specialty insurance distribution firms AmWINS Group, Inc. has closed its acquisition of Partners Specialty Group, LLC, the firm said. This deal was announced in April
The combined firm will place over USD 14bn in annual premiums and have over 4,100 employees in more than 100 locations located across 12 countries. Partners will become part of the AmWINS Brokerage Division and will add product expertise and an expanded geographic presence that complements the existing AmWINS platform. Founded in 1999 by Dan McDonnell, Partners has built a national footprint and is currently the ninth largest wholesale brokerage operation in the United States.
Status: Closed
-HELIOS AND MATHESON SUBSIDIARY REDZONE ACQUIRES ASSETS OF ISRAEL-BASED TRENDIT
US-based information technology company Helios and Matheson Analytics Inc.'s (NASDAQ: HMNY) RedZone navigation app development subsidiary has acquired three US patents from Israel-based technology company Trendit Ltd. (TRIT.L UK Stock Exchange), among other assets, the company said.
Hagai Yedid of Migdal Capital Markets, a division of Israeli company Migdal Insurance and Financial Holdings Ltd., served as advisor on this transaction. RedZone plans to integrate the patented technology with the RedZone Map app, in order to enable the app to track and analyze real-time crowd behavior, migration and trends.
Status: Closed
-FISHER CONTAINER CLOSES ACQUISITION OF KANSAS PRINTER, CONVERTER PACKAGING PRODUCTS
US-based packaging products maker Fisher Container Holdings, LLC has completed its acquisition of US-based packaging printer and converter Packaging Products Corp., LLC, the company said.
Fisher is a portfolio company majority owned by investment funds managed by Morgan Stanley Capital Partners, the Private Equity team within Morgan Stanley Investment Management. PPC represents the first add-on acquisition for Fisher since MSCP's investment in February 2017.
Status: Closed
-MERGING HEALTH FIRMS JAGUAR, NAPO PHARMACEUTICALS FILE TWO ORPHAN DRUG DESIGNATION APPLICATIONS WITH US FDA
US-based animal health company Jaguar Animal Health, Inc.'s (NASDAQ: JAGX) merger counterparty, US-based human health company Napo Pharmaceuticals, Inc., has filed orphan drug designation applications with the US Food and Drug Administration for Mytesi for two areas of serious unmet medical needs: Congenital diarrheal disorders and diarrhea associated with short bowel syndrome, the company said.
In late March, Napo, which specialises in rainforest-derived gastrointestinal prescription products, and Jaguar Animal Health announced they had entered into a definitive merger agreement by unanimous approval by the boards of directors of both companies.
Status: Agreed
-VOMELA ACQUIRES VISUAL MERCHANDISING DIVISION OF THE FORMER GRAPHIC SYSTEMS GROUP
Minnesota, US-based specialty graphics provider The Vomela Companies has acquired the visual merchandising division of the former New York, US-based Graphic Systems Group, the company said.
The acquired assets will operate as part of C2 Imaging, LLC a unit of The Vomela Companies. GSG will continue to provide visual merchandising services to its clients via C2 Imaging. C2 Imaging has a longstanding stake in the New York metro area. This strategic procurement allows C2 the opportunity to add an additional location and strengthen current operations.
Status: Closed
-WCA WASTE HAS ACQUIRED THREE US SOLID WASTE COMPANIES
Texas, US-based non-hazardous solid waste management company WCA Waste Corp. has acquired three solid waste collection companies in the first five months of 2017, the company said.
In February, WCA acquired the assets of Midwest Companies, Inc., an MSW transfer station and collection operation located in Marshall, Missouri. The, in March, WCA acquired EnviroStar Waste Service, Inc., a residential, commercial, and roll-off collection company located in the suburbs of eastern Kansas City, Missouri. Later, in May, WCA acquired the commercial collection accounts of Community Waste Services in Gainesville, Florida.
Status: Closed
-OPENTEXT TO ACQUIRE CLOUD APPLICATIONS BUILDING PLATFORM COVISINT FOR USD 103M
Canadian enterprise information management specialist OpenText (NASDAQ: OTEX) (TSX: OTEX) has entered into a definitive agreement to acquire US-based cloud applications building platform Covisint Corp. (NASDAQ: COVS), the company said on Monday.
Covisint is a platform for building identity, automotive, and Internet of Things applications. The acquisition is expected to deepen OpenText's EIM offering with a cloud-based IoT platform-as-a-service and expand OpenText's presence in the Automotive industry through strong customer relationships and strategic partnerships for supply chain collaboration. Covisint will be integrated into the OpenText Business Network, a portfolio of cloud solutions and software that facilitates efficient, secure, and compliant information flows between organisations.
Status: Agreed
-BULOVA TECHNOLOGIES DISCONTINUES OPERATIONS OF HEALTHCARE PRODUCTS BUSINESS
US-based manufacturer Bulova Technologies Group, Inc. has discontinued operations of its wholly-owned subsidiary, Bulova Technologies Healthcare Products LLC, in connection with its continuing concentration in its transportation business, the company said on Monday.
Remaining inventory has been consigned to a third party marketing group. Bulova Technologies Group manufactures military vehicles, weapons and munitions in support of the United States Department of Defense.
Status: Closed
-NEW YORK REIT UPS STAKE IN WORLDWIDE PLAZA TO 98.8%
US-based real estate investor New York REIT, Inc. (NYSE: NYRT) has acquired an additional 49.9% indirect equity interest in Worldwide Plaza for approximately USD 276.7m, the company said.
Worldwide Plaza is a mixed use building located on Eighth Avenue, between 49th and 50th Streets in Manhattan containing approximately 2.05m rentable square feet including approximately 1.8m rentable square feet of office space. This deal was made under the company's previously reported exercise of its option to purchase additional equity interests under the joint venture agreement governing Worldwide Plaza. As a result of the acquisition, the company owns a total indirect equity interest of 98.8% in Worldwide Plaza.
Status: Closed
-MERGER OF RAILROAD FREIGHT CAR BUSINESSES GREENBRIER, ASTRA CLOSES
The merger of Oregon-based railroad freight car maker The Greenbrier Companies, Inc. (NYSE: GBX) and Europe-based Astra Rail Management GmbH has closed, the companies said. This transaction combines the operations of Greenbrier Europe and Astra Rail to create an end-to-end, Europe-based freight railcar manufacturing, engineering and repair business called Greenbrier-Astra Rail.
This deal was announced last October. As partial consideration for its majority interest, Greenbrier will pay Astra Rail USD 33.62m (EUR 30m) at closing and USD 33.62m (EUR 30m) 12 months after closing. Greenbrier expects the transaction to be accretive to earnings per share by the end of fiscal year 2017.
Status: Closed
-IGT CLOSES USD 825M SALE OF DOUBLE DOWN INTERACTIVE SOCIAL CASINO UNIT
UK-based gaming company International Game Technology plc (NYSE: IGT) has completed the sale of its social casino subsidiary, Double Down Interactive LLC, to an affiliate of South Korea-based DoubleU Games Co., Ltd. for a cash purchase price of USD 825m, the company said.
IGT said it expects to use the proceeds from the transaction primarily to reduce debt. DoubleU Games (KRX: 192080) is a social casino gaming publisher based in Seoul, Korea. Founded in 2012, DoubleU Games is the only Asia-based social casino game operator among global top-tier players.
Status: Closed
-AFH FINANCIAL GROUP ACQUIRES UK FINANCIAL ADVISER PARKER SAGE
UK-based financial planning led wealth management firm AFH Financial Group plc (LSE: AFHP) has acquired the entire issued share capital of UK-based independent financial adviser Parker Sage Independent Financial Advisers Ltd.
Parker Sage provides financial advice in Canary Wharf, London and the northern home counties. As a result of the acquisition, Jon Cliston, Andrew Smith, Tony Goody have joined the AFH Group. Under the terms of the acquisition, the purchase price is GBP 4.5m (USD 5.82m) which may be increased to a maximum consideration payable by AFH of GBP 5.6m, based on a targeted increase in the profitability of Parker Sage over the next 24 months.
Status: Closed
-ASCENTIAL SELLS 11 REMAINING UK HERITAGE BRANDS
UK-based business-to-business information company Ascential plc (LSE: ASCL.L) has agreed the sale of the remaining 11 UK-based Heritage Brands to Metropolis International Ltd. for a consideration of GBP 23.5m (USD 30.38m), payable in cash, the company said. The sale has completed and the proceeds will be used to reduce Ascential's net debt.
The 11 brands include Drapers, Nursing Times, Local government Chronicle, Construction News, New Civil Engineer, Ground Engineering, Hand V News / RAC, Retail Jeweller, Materials Recycling World and the architecture titles including Architects' Journal, The Architectural Review and its associated World Architecture Festival.
Status: Closed
-UK CMA CLEARS CONNECT GROUP TO SELL EDUCATION AND CARE DIVISION
The UK Competition and Markets Authority has unconditionally cleared UK-based specialist distributor Connect Group plc's (LSE: CNCT) agreement with RM plc to dispose of its Education and Care division, for a cash consideration of GBP 56.5m (USD 73.04m), the group said.
Under the deal, which was announced in February, RM will also assume responsibility for the defined benefit pension schemes within Education and Care which at 31 August 2016 had a balance sheet deficit of GBP 7.9m. Total consideration equates to an enterprise value of GBP 64.4m. The group said the disposal is consistent with its strategy to focus its primary investment on growth opportunities within News and Media and Parcel Freight.
Status: Agreed
-SENJO CLOSES USD 29M ACQUISITION OF UK ONLINE PAYMENTS ENABLER KALIXA
Singapore-based fintech investment firm Senjō Group has closed the acquisition of Isle of Man-based online gambling company GVC Holdings plc's payments processing business, Kalixa Group, for USD 29m payable in cash on completion, subject to a completion accounts adjustment, the company said.
The total consideration is capped at USD 35.5m. This deal was announced last December. Kalixa enables consumers, small business and merchants to make and accept payments. The company processes transactions worth USD 11bn annually for more than 800 merchants and supports 100 of the world's most popular payment methods. It has offices in London and Vienna.
Status: Closed
-HG CAPITAL TRUST SELLS UK AFTERMARKET AUTO PARTS DISTRIBUTOR PARTS ALLIANCE
UK-based private equity investor HgCapital Trust plc (LSE: HGT) manager, HgCapital has agreed the sale of UK automotive aftermarket parts distributor Parts Alliance to Canadian automotive refinish and industrial paint products and parts distributor Uni-Select Inc. for a transaction value of GBP 205m (USD 265.02m), the company said.
The sale of Parts Alliance delivers a c. 2.0x investment multiple and a c. 19% gross IRR over the investment period. HgCapital will realise cash proceeds of approximately GBP 21.3 m on completion of this transaction. This represents an uplift of GBP 6.7m or 18 pence per share over the carrying value of GBP 14.6m in the Net Asset Value of the Trust at 30 April 2017 which was based on the directors' valuation as at 31 December 2016.
Status: Agreed
-FEDERAL SIGNAL CLOSES USD 270M ACQUISITION OF TRUCK BODIES AND EQUIPMENT
Illinois, US-based environmental and safety solutions provider Federal Signal Corp. (NYSE: FSS) has closed the acquisition of Minnesota, US-based dump truck bodies and trailers manufacturer Truck Bodies and Equipment International (TBEI) for USD 270m, the company said.
This deal was announced in May. The company intends to fund the acquisition through a combination of available cash and borrowings available under its existing credit agreement. Upon closing, the company anticipates a debt to EBITDA ratio of approximately 2.7x. Federal Signal expects the acquisition to be modestly accretive to EPS in 2017, increasing to an annual run rate of between USD 0.07-USD 0.12 per share and USD 0.12-USD0.17 per share by the second and third anniversary of the acquisition, respectively.
Status: Closed
-DESTINATION MATERNITY, ORCHESTRA PREMAMAN TIE-UP ON TRACK TO FINISH DURING DEST'S 3Q17
US-based maternity apparel retailer Destination Maternity Corp. (NASDAQ: DEST) and French retailer Orchestra-Premaman S.A. (ENXTPA: KAZI) say they continued to make progress toward their merger, which remains on track to close during Destination Maternity's 3Q17, the companies said.
On 20 December 2016, the board of directors of Orchestra-Prémaman and Destination Maternity unanimously approved the merger between both companies. The combined company is expected to have pro forma revenues of approximately USD 1.1bn. Under the deal, Destination Maternity shareholders will receive 0.5150 of an Orchestra Prémaman S.A. ordinary share, in the form of American Depositary Shares, for each share of Destination common stock they own.
Status: Agreed
-UK CMA TO CONSIDER UNDERTAKINGS OFFER IN CLOSED ACQUISITION OF AUTODATA BY SOLERA
The UK Competition and Markets Authority is considering whether to accept the undertakings in its probe of the closed acquisition by US-based automotive, home ownership and digital identity management software company Solera Holdings, Inc's closed acquisition of UK-based automotive technical information provider Autodata, the CMA said.
This deal closed in January. On 17 May 2017, the CMA announced that it is or may be the case that the merger has resulted or may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom. Then, on 24 May 2017, Solera Holdings offered undertakings to the CMA. The CMA now has until 27 July 2017 to decide whether to accept the undertaking, with the possibility to extend this timeframe to 22 September 2017 if it considers there are special reasons for doing so.
Status: Closed
-SOUTH AFRICAN PROPERTY OPPORTUNITIES RECEIVES PROCEEDS FROM AFRICAN RENAISSANCE PROJECT SALE
UK-based closed end fund South African Property Opportunities plc (LSE: SAPO) has received ZAR 20m (USD 1.53m) of the payment for the sale of the company's principal South African subsidiary, ahead of schedule.
A further ZAR 4m (around USD 310,272) is due by 30 June 2017. The Brakpan payment of ZAR 11m, originally due in February 2017, has been further delayed as a result of objections from the partner. The board regards these objections as spurious and is taking all steps to close the deal as soon as possible. In accordance with the company's said policy, all excess cash will be returned to shareholders as soon as practicable.
Status: Closed
-JOHN LAING INFRASTRUCTURE FUND CLOSES ACQUISITION OF 50% STAKE IN THE CROYDEN AND LEWISHAM STREET LIGHTING PROJECT
UK-based infrastructure investment company John Laing Infrastructure Fund Ltd. (LSE: JLIF) has completed the acquisition of a 50% interest in the Croydon and Lewisham Street Lighting project from John Laing Investments Ltd., a subsidiary of John Laing Group plc, the company said.
The 25-year PPP contract involves the replacement of 90% of the street lighting apparatus in the London Boroughs of Croydon and Lewisham, and the ongoing operations and maintenance of 48,000 lighting points. This project reached financial close in April 2011 and has been fully operational since November 2016. The acquisition was made under the first offer arrangements between John Laing and JLIF and the consideration for the interest was approximately GBP 8.2m (USD 10.60m).
Status: Closed
-AFH FINANCIAL ACQUIRES 'FACE TO FACE' ADVISER-LED PLANNING BUSINESS EUNISURE
UK-based financial planning led wealth management firm AFH Financial Group Plc (LSE: AFHP) has acquired the entire issued share capital of UK-based face to face adviser led financial planning business Eunisure Ltd., the company said.
Eunisure is focused on the protection market. The vendor and current managing director Ralph Mortlock will remain on the board of Eunisure.
Under the terms of the acquisition, the maximum consideration payable by AFH is GBP 4.5m (USD 5.82m), based on a targeted increase in group profitability attributable to the core Eunisure business and introduced financial planning led investment management.
Status: Closed
-SMITHFIELD FOODS CLOSES ACQUISITION OF PINI GROUP'S PACKAGED MEATS COMPANIES IN POLAND
US-based pork processor Smithfield Foods, Inc. has closed its acquisition of meat processor Pini Group's packaged meats companies in Poland, the company said. These companies will be operated by Animex Foods, one of the largest food producers in Poland and part of Smithfield Poland, which is owned by Smithfield Foods.
The acquisition includes Pini Polska, a meat processing and packaging plant; Hamburger Pini, a case ready meat plant; and Royal Chicken, an investment project currently in development. Smithfield Poland will now employ nearly 9,240 people, including approximately 240 former Pini employees, which will solidify the company's position as the largest employer in the Polish food industry.
Status: Closed
-FIRSTHAND TECHNOLOGY VALUE FUND RECEIVES USD 13.5M FROM SALE OF TURN
US-based technology and cleantech investor Firsthand Technology Value Fund, Inc. (NASDAQ: SVVC)has received approximately USD 13.5m in cash proceeds from the sale of US-based advertising technology firm Turn to Singapore-based telecommunications company Amobee, the fund said.
The fund's cost basis in Turn, an advertising technology company, was approximately USD 15.6m. The closing of the sale of Turn marks the fourth M/A exit for the Fund since the beginning of 2016, following those of Gilt Groupe, Tapad, and Mattson Technology.
Status: Closed
-TBG CLOSES USD 900M ACQUISITION OF TECHNOLOGY FIRM DTN
Swiss investment services group TBG AG has closed its acquisition of US-based information services, supply chain connectivity solutions and decision-support tools provider DTN from French electrical components maker Schneider Electric SE (PAR: SCHN) for a total consideration of USD 900m, the company said.
TBG said it plans to fully reinstate the DTN brand that has been around since 1984, and focus on growing the business in both the domestic and international markets. DTN is an independent source of insight and analysis, and decision-support solutions to more than 80,000 subscribers worldwide in agriculture, oil and gas, trading and weather-sensitive industries.
Status: Closed
-HICKOK ACQUIRES DIVISION OF AIR HANDLING EQUIPMENT MAKER AIR ENTERPRISES
US-based holding company Hickok Inc. (OTC: HICKA) has completed the acquisition of certain assets of US-based air handling solutions firm Air Enterprises Acquisition LLC, the company said.
The acquired business, which will continue to operate under the name Air Enterprises, is in designing, manufacturing and installing large-scale commercial, institutional, and industrial custom air handling solutions. This acquisition will add more than USD 30m in annual revenue to Hickok and will be immediately accretive to earnings. Hickok is a holding company serving markets including healthcare, education, automotive, aerospace, trucking, and petrochemical.
Status: Closed
-B RILEY FINANCIAL CLOSES USD 160.1M ACQUISITION OF INVESTMENT BANKING, BROKERAGE FIRM FBR
Los Angeles, US-based financial services company B. Riley Financial, Inc. (NASDAQ: RILY) has closed a stock for stock merger agreement to acquire investment banking and brokerage firm FBR and Co. (NASDAQ: FBRC) in a transaction valued at USD 160.1m and an anticipated payment of a cash dividend before closing of USD 8.50 per share, the company said.
This deal was announced in February. B. Riley Financial said the combined company will become a leader in small cap investment banking and brokerage in the US with 600 names under research coverage. Upon closing, Richard Hendrix, FBR's current chairman and CEO, will assume the role of CEO of the combined investment banking and brokerage business, which will be a subsidiary of B. Riley Financial.
Status: Closed
-LXI REIT ACQUIRES UK MANUFACTURING FACILITY FOR GBP 9.3M
UK-based property investor LXi REIT plc (LSE: LXI) has acquired the SIG manufacturing facility at Welton, Carlisle, UK in a sale and leaseback transaction, the company said. The purchase price for the Property is GBP 9.3m (USD 12.02m), reflecting a net initial yield of 7% (net of acquisition costs to the company).
LXi REIT said the property has been acquired with a new 25-year lease in place and is fully let to Sig (Trading) Ltd., the principal trading company of the SIG plc group, a multinational manufacturer and distributor of specialist building and energy management products in the UK and Europe. The new 25-year lease (with no tenant break right) expires in May 2042 and is subject to five yearly upward only rent reviews index-linked to the Retail Price Index (collared and capped at 2% p.a. and 4% p.a. compound).
Status: Closed
-AGRITERRA SELLS SIERRA LEONE COCOA ASSETS
Guernsey-based agricultural investment company Agriterra Ltd (AIM: AGTA) has completed the sale of its Sierra Leone cocoa assets for a cash consideration of USD 500,000, the company said.
Under the terms of the disposal, the company disposed of its interests in Tropical Farms Ltd. and Tropical Farms Plantations Ltd. (the local companies which hold the assets comprising the company's cocoa business in Sierra Leone) with immediate effect against payment in full. The companies have been sold in excess of their collective current book value of approximately USD 250,000.
Status: Closed
-OLD MUTUAL WEALTH CLOSES ACQUISITION OF FINANCIAL ADVISER NETWORK CAERUS
UK-based financial services group Old Mutual plc's (LSE: OML) Old Mutual Wealth has closed the acquisition of financial adviser network Caerus Capital Group, the group said.
This deal was announced in February. Caerus consists of more than 300 advisers who are responsible for more than GBP 4bn of Assets under advice. The acquisition complements Old Mutual Wealth's existing controlled distribution footprint in the UK, which includes Intrinsic, and Old Mutual Wealth Private Client Advisers, the branded national adviser firm established in 2015.
Status: Closed
-UK BANKING FIRM SHAWNBROOK REJECTS SWEETENED BID FROM POLLEN STREET, BC PARTNERS
UK-based banking firm Shawbrook Group plc (LSE: SHAW) is urging shareholders to reject an increased bid from Pollen Street Capital Ltd. and BC Partners LLP regarding a possible offer to be made by a new company to be jointly owned by funds managed or advised by Pollen Street and BC Partners for the entire issued and to be issued share capital of Shawbrook, the company said on Tuesday.
This offer was announced on 5 June. In March, the private equity firms offered 330p a share for the challenger bank, in a deal worth GBP 825m. However, Shawbrook had urged shareholders to rebuff the offer. The new bid is for 340p per share, or GBP 868m (USD 1.117bn). Shareholders have until 19 June to decide on the offer. However, Shawbrook is already urging them to reject it.
Status: Bidding
-SYNNEX TO ACQUIRE NORTH AMERICA, LATIN AMERICA BUSINESSES OF WESTCON-COMSTOR
US-based business process services company Synnex Corp. (NYSE: SNX) has agreed to acquire UK-based ICT solutions and services group Datatec Ltd's Westcon-Comstor Americas business and become a minority shareholder in Datatec's Westcon EMEA and APAC businesses, the company said.
Under the deal, Synnex wil pay USD 500 in stock and USD 100m in cash at closing, plus an up to USD 200m earn out if certain financial targets are achieved through Feb 2018. Synnex will pay USD 30m for 10% ownership of Datatec's Westcon EMEA and APAC businesses. Approximately USD 115m of net debt will be assumed and refinanced with the close of the transaction. Synnex will have the option to pay all cash, based on the average share price at closing.
Status: Agreed
-CANADA'S IAMGOLD TO FORM JV WITH SUMITOMO METAL MINING FOR DEVELOPMENT OF COTE GOLD
Canada-based gold producer Iamgold Corp. (NYSE: IAG) has entered into an investment agreement with Tokyo, Japan-based mining company Sumitomo Metal Mining Co., Ltd., under which Iamgold will form a joint venture with Sumitomo, the company said on Tuesday.
Under the deal, Sumitomo will pay an aggregate USD 195m to Iamgold for a 30% undivided participating interest in Iamgold's ownership interest in the Côté Gold Project in Ontario. On closing, Sumitomo will acquire a 30% undivided participating joint venture interest in Iamgold's ownership interest in the Côté Gold Project for an aggregate USD 195m, of which USD100 m is payable upon closing. The remaining USD 95m is payable on the earlier of 18 months following closing, or the date of public filing of a feasibility study with respect to the Côté Gold Project.
Status: Agreed
-SPECIALTY INSURANCE DISTRIBUTOR AMWINS CLOSES ACQUISITION OF BROKER PARTNERS SPECIALTY GROUP
US-based specialty insurance distribution firms AmWINS Group, Inc. has closed its acquisition of Partners Specialty Group, LLC, the firm said. This deal was announced in April
The combined firm will place over USD 14bn in annual premiums and have over 4,100 employees in more than 100 locations located across 12 countries. Partners will become part of the AmWINS Brokerage Division and will add product expertise and an expanded geographic presence that complements the existing AmWINS platform. Founded in 1999 by Dan McDonnell, Partners has built a national footprint and is currently the ninth largest wholesale brokerage operation in the United States.
Status: Closed
-HELIOS AND MATHESON SUBSIDIARY REDZONE ACQUIRES ASSETS OF ISRAEL-BASED TRENDIT
US-based information technology company Helios and Matheson Analytics Inc.'s (NASDAQ: HMNY) RedZone navigation app development subsidiary has acquired three US patents from Israel-based technology company Trendit Ltd. (TRIT.L UK Stock Exchange), among other assets, the company said.
Hagai Yedid of Migdal Capital Markets, a division of Israeli company Migdal Insurance and Financial Holdings Ltd., served as advisor on this transaction. RedZone plans to integrate the patented technology with the RedZone Map app, in order to enable the app to track and analyze real-time crowd behavior, migration and trends.
Status: Closed
-FISHER CONTAINER CLOSES ACQUISITION OF KANSAS PRINTER, CONVERTER PACKAGING PRODUCTS
US-based packaging products maker Fisher Container Holdings, LLC has completed its acquisition of US-based packaging printer and converter Packaging Products Corp., LLC, the company said.
Fisher is a portfolio company majority owned by investment funds managed by Morgan Stanley Capital Partners, the Private Equity team within Morgan Stanley Investment Management. PPC represents the first add-on acquisition for Fisher since MSCP's investment in February 2017.
Status: Closed
-MERGING HEALTH FIRMS JAGUAR, NAPO PHARMACEUTICALS FILE TWO ORPHAN DRUG DESIGNATION APPLICATIONS WITH US FDA
US-based animal health company Jaguar Animal Health, Inc.'s (NASDAQ: JAGX) merger counterparty, US-based human health company Napo Pharmaceuticals, Inc., has filed orphan drug designation applications with the US Food and Drug Administration for Mytesi for two areas of serious unmet medical needs: Congenital diarrheal disorders and diarrhea associated with short bowel syndrome, the company said.
In late March, Napo, which specialises in rainforest-derived gastrointestinal prescription products, and Jaguar Animal Health announced they had entered into a definitive merger agreement by unanimous approval by the boards of directors of both companies.
Status: Agreed
-VOMELA ACQUIRES VISUAL MERCHANDISING DIVISION OF THE FORMER GRAPHIC SYSTEMS GROUP
Minnesota, US-based specialty graphics provider The Vomela Companies has acquired the visual merchandising division of the former New York, US-based Graphic Systems Group, the company said.
The acquired assets will operate as part of C2 Imaging, LLC a unit of The Vomela Companies. GSG will continue to provide visual merchandising services to its clients via C2 Imaging. C2 Imaging has a longstanding stake in the New York metro area. This strategic procurement allows C2 the opportunity to add an additional location and strengthen current operations.
Status: Closed
-WCA WASTE HAS ACQUIRED THREE US SOLID WASTE COMPANIES
Texas, US-based non-hazardous solid waste management company WCA Waste Corp. has acquired three solid waste collection companies in the first five months of 2017, the company said.
In February, WCA acquired the assets of Midwest Companies, Inc., an MSW transfer station and collection operation located in Marshall, Missouri. The, in March, WCA acquired EnviroStar Waste Service, Inc., a residential, commercial, and roll-off collection company located in the suburbs of eastern Kansas City, Missouri. Later, in May, WCA acquired the commercial collection accounts of Community Waste Services in Gainesville, Florida.
Status: Closed
-OPENTEXT TO ACQUIRE CLOUD APPLICATIONS BUILDING PLATFORM COVISINT FOR USD 103M
Canadian enterprise information management specialist OpenText (NASDAQ: OTEX) (TSX: OTEX) has entered into a definitive agreement to acquire US-based cloud applications building platform Covisint Corp. (NASDAQ: COVS), the company said on Monday.
Covisint is a platform for building identity, automotive, and Internet of Things applications. The acquisition is expected to deepen OpenText's EIM offering with a cloud-based IoT platform-as-a-service and expand OpenText's presence in the Automotive industry through strong customer relationships and strategic partnerships for supply chain collaboration. Covisint will be integrated into the OpenText Business Network, a portfolio of cloud solutions and software that facilitates efficient, secure, and compliant information flows between organisations.
Status: Agreed
-BULOVA TECHNOLOGIES DISCONTINUES OPERATIONS OF HEALTHCARE PRODUCTS BUSINESS
US-based manufacturer Bulova Technologies Group, Inc. has discontinued operations of its wholly-owned subsidiary, Bulova Technologies Healthcare Products LLC, in connection with its continuing concentration in its transportation business, the company said on Monday.
Remaining inventory has been consigned to a third party marketing group. Bulova Technologies Group manufactures military vehicles, weapons and munitions in support of the United States Department of Defense.
Status: Closed
-NEW YORK REIT UPS STAKE IN WORLDWIDE PLAZA TO 98.8%
US-based real estate investor New York REIT, Inc. (NYSE: NYRT) has acquired an additional 49.9% indirect equity interest in Worldwide Plaza for approximately USD 276.7m, the company said.
Worldwide Plaza is a mixed use building located on Eighth Avenue, between 49th and 50th Streets in Manhattan containing approximately 2.05m rentable square feet including approximately 1.8m rentable square feet of office space. This deal was made under the company's previously reported exercise of its option to purchase additional equity interests under the joint venture agreement governing Worldwide Plaza. As a result of the acquisition, the company owns a total indirect equity interest of 98.8% in Worldwide Plaza.
Status: Closed
-MERGER OF RAILROAD FREIGHT CAR BUSINESSES GREENBRIER, ASTRA CLOSES
The merger of Oregon-based railroad freight car maker The Greenbrier Companies, Inc. (NYSE: GBX) and Europe-based Astra Rail Management GmbH has closed, the companies said. This transaction combines the operations of Greenbrier Europe and Astra Rail to create an end-to-end, Europe-based freight railcar manufacturing, engineering and repair business called Greenbrier-Astra Rail.
This deal was announced last October. As partial consideration for its majority interest, Greenbrier will pay Astra Rail USD 33.62m (EUR 30m) at closing and USD 33.62m (EUR 30m) 12 months after closing. Greenbrier expects the transaction to be accretive to earnings per share by the end of fiscal year 2017.
Status: Closed
-IGT CLOSES USD 825M SALE OF DOUBLE DOWN INTERACTIVE SOCIAL CASINO UNIT
UK-based gaming company International Game Technology plc (NYSE: IGT) has completed the sale of its social casino subsidiary, Double Down Interactive LLC, to an affiliate of South Korea-based DoubleU Games Co., Ltd. for a cash purchase price of USD 825m, the company said.
IGT said it expects to use the proceeds from the transaction primarily to reduce debt. DoubleU Games (KRX: 192080) is a social casino gaming publisher based in Seoul, Korea. Founded in 2012, DoubleU Games is the only Asia-based social casino game operator among global top-tier players.
Status: Closed
-AFH FINANCIAL GROUP ACQUIRES UK FINANCIAL ADVISER PARKER SAGE
UK-based financial planning led wealth management firm AFH Financial Group plc (LSE: AFHP) has acquired the entire issued share capital of UK-based independent financial adviser Parker Sage Independent Financial Advisers Ltd.
Parker Sage provides financial advice in Canary Wharf, London and the northern home counties. As a result of the acquisition, Jon Cliston, Andrew Smith, Tony Goody have joined the AFH Group. Under the terms of the acquisition, the purchase price is GBP 4.5m (USD 5.82m) which may be increased to a maximum consideration payable by AFH of GBP 5.6m, based on a targeted increase in the profitability of Parker Sage over the next 24 months.
Status: Closed
-ASCENTIAL SELLS 11 REMAINING UK HERITAGE BRANDS
UK-based business-to-business information company Ascential plc (LSE: ASCL.L) has agreed the sale of the remaining 11 UK-based Heritage Brands to Metropolis International Ltd. for a consideration of GBP 23.5m (USD 30.38m), payable in cash, the company said. The sale has completed and the proceeds will be used to reduce Ascential's net debt.
The 11 brands include Drapers, Nursing Times, Local government Chronicle, Construction News, New Civil Engineer, Ground Engineering, Hand V News / RAC, Retail Jeweller, Materials Recycling World and the architecture titles including Architects' Journal, The Architectural Review and its associated World Architecture Festival.
Status: Closed
-UK CMA CLEARS CONNECT GROUP TO SELL EDUCATION AND CARE DIVISION
The UK Competition and Markets Authority has unconditionally cleared UK-based specialist distributor Connect Group plc's (LSE: CNCT) agreement with RM plc to dispose of its Education and Care division, for a cash consideration of GBP 56.5m (USD 73.04m), the group said.
Under the deal, which was announced in February, RM will also assume responsibility for the defined benefit pension schemes within Education and Care which at 31 August 2016 had a balance sheet deficit of GBP 7.9m. Total consideration equates to an enterprise value of GBP 64.4m. The group said the disposal is consistent with its strategy to focus its primary investment on growth opportunities within News and Media and Parcel Freight.
Status: Agreed
-SENJO CLOSES USD 29M ACQUISITION OF UK ONLINE PAYMENTS ENABLER KALIXA
Singapore-based fintech investment firm Senjō Group has closed the acquisition of Isle of Man-based online gambling company GVC Holdings plc's payments processing business, Kalixa Group, for USD 29m payable in cash on completion, subject to a completion accounts adjustment, the company said.
The total consideration is capped at USD 35.5m. This deal was announced last December. Kalixa enables consumers, small business and merchants to make and accept payments. The company processes transactions worth USD 11bn annually for more than 800 merchants and supports 100 of the world's most popular payment methods. It has offices in London and Vienna.
Status: Closed
-HG CAPITAL TRUST SELLS UK AFTERMARKET AUTO PARTS DISTRIBUTOR PARTS ALLIANCE
UK-based private equity investor HgCapital Trust plc (LSE: HGT) manager, HgCapital has agreed the sale of UK automotive aftermarket parts distributor Parts Alliance to Canadian automotive refinish and industrial paint products and parts distributor Uni-Select Inc. for a transaction value of GBP 205m (USD 265.02m), the company said.
The sale of Parts Alliance delivers a c. 2.0x investment multiple and a c. 19% gross IRR over the investment period. HgCapital will realise cash proceeds of approximately GBP 21.3 m on completion of this transaction. This represents an uplift of GBP 6.7m or 18 pence per share over the carrying value of GBP 14.6m in the Net Asset Value of the Trust at 30 April 2017 which was based on the directors' valuation as at 31 December 2016.
Status: Agreed
-FEDERAL SIGNAL CLOSES USD 270M ACQUISITION OF TRUCK BODIES AND EQUIPMENT
Illinois, US-based environmental and safety solutions provider Federal Signal Corp. (NYSE: FSS) has closed the acquisition of Minnesota, US-based dump truck bodies and trailers manufacturer Truck Bodies and Equipment International (TBEI) for USD 270m, the company said.
This deal was announced in May. The company intends to fund the acquisition through a combination of available cash and borrowings available under its existing credit agreement. Upon closing, the company anticipates a debt to EBITDA ratio of approximately 2.7x. Federal Signal expects the acquisition to be modestly accretive to EPS in 2017, increasing to an annual run rate of between USD 0.07-USD 0.12 per share and USD 0.12-USD0.17 per share by the second and third anniversary of the acquisition, respectively.
Status: Closed
-DESTINATION MATERNITY, ORCHESTRA PREMAMAN TIE-UP ON TRACK TO FINISH DURING DEST'S 3Q17
US-based maternity apparel retailer Destination Maternity Corp. (NASDAQ: DEST) and French retailer Orchestra-Premaman S.A. (ENXTPA: KAZI) say they continued to make progress toward their merger, which remains on track to close during Destination Maternity's 3Q17, the companies said.
On 20 December 2016, the board of directors of Orchestra-Prémaman and Destination Maternity unanimously approved the merger between both companies. The combined company is expected to have pro forma revenues of approximately USD 1.1bn. Under the deal, Destination Maternity shareholders will receive 0.5150 of an Orchestra Prémaman S.A. ordinary share, in the form of American Depositary Shares, for each share of Destination common stock they own.
Status: Agreed
-UK CMA TO CONSIDER UNDERTAKINGS OFFER IN CLOSED ACQUISITION OF AUTODATA BY SOLERA
The UK Competition and Markets Authority is considering whether to accept the undertakings in its probe of the closed acquisition by US-based automotive, home ownership and digital identity management software company Solera Holdings, Inc's closed acquisition of UK-based automotive technical information provider Autodata, the CMA said.
This deal closed in January. On 17 May 2017, the CMA announced that it is or may be the case that the merger has resulted or may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom. Then, on 24 May 2017, Solera Holdings offered undertakings to the CMA. The CMA now has until 27 July 2017 to decide whether to accept the undertaking, with the possibility to extend this timeframe to 22 September 2017 if it considers there are special reasons for doing so.
Status: Closed
-SOUTH AFRICAN PROPERTY OPPORTUNITIES RECEIVES PROCEEDS FROM AFRICAN RENAISSANCE PROJECT SALE
UK-based closed end fund South African Property Opportunities plc (LSE: SAPO) has received ZAR 20m (USD 1.53m) of the payment for the sale of the company's principal South African subsidiary, ahead of schedule.
A further ZAR 4m (around USD 310,272) is due by 30 June 2017. The Brakpan payment of ZAR 11m, originally due in February 2017, has been further delayed as a result of objections from the partner. The board regards these objections as spurious and is taking all steps to close the deal as soon as possible. In accordance with the company's said policy, all excess cash will be returned to shareholders as soon as practicable.
Status: Closed
-JOHN LAING INFRASTRUCTURE FUND CLOSES ACQUISITION OF 50% STAKE IN THE CROYDEN AND LEWISHAM STREET LIGHTING PROJECT
UK-based infrastructure investment company John Laing Infrastructure Fund Ltd. (LSE: JLIF) has completed the acquisition of a 50% interest in the Croydon and Lewisham Street Lighting project from John Laing Investments Ltd., a subsidiary of John Laing Group plc, the company said.
The 25-year PPP contract involves the replacement of 90% of the street lighting apparatus in the London Boroughs of Croydon and Lewisham, and the ongoing operations and maintenance of 48,000 lighting points. This project reached financial close in April 2011 and has been fully operational since November 2016. The acquisition was made under the first offer arrangements between John Laing and JLIF and the consideration for the interest was approximately GBP 8.2m (USD 10.60m).
Status: Closed
-AFH FINANCIAL ACQUIRES 'FACE TO FACE' ADVISER-LED PLANNING BUSINESS EUNISURE
UK-based financial planning led wealth management firm AFH Financial Group Plc (LSE: AFHP) has acquired the entire issued share capital of UK-based face to face adviser led financial planning business Eunisure Ltd., the company said.
Eunisure is focused on the protection market. The vendor and current managing director Ralph Mortlock will remain on the board of Eunisure.
Under the terms of the acquisition, the maximum consideration payable by AFH is GBP 4.5m (USD 5.82m), based on a targeted increase in group profitability attributable to the core Eunisure business and introduced financial planning led investment management.
Status: Closed
-SMITHFIELD FOODS CLOSES ACQUISITION OF PINI GROUP'S PACKAGED MEATS COMPANIES IN POLAND
US-based pork processor Smithfield Foods, Inc. has closed its acquisition of meat processor Pini Group's packaged meats companies in Poland, the company said. These companies will be operated by Animex Foods, one of the largest food producers in Poland and part of Smithfield Poland, which is owned by Smithfield Foods.
The acquisition includes Pini Polska, a meat processing and packaging plant; Hamburger Pini, a case ready meat plant; and Royal Chicken, an investment project currently in development. Smithfield Poland will now employ nearly 9,240 people, including approximately 240 former Pini employees, which will solidify the company's position as the largest employer in the Polish food industry.
Status: Closed
-FIRSTHAND TECHNOLOGY VALUE FUND RECEIVES USD 13.5M FROM SALE OF TURN
US-based technology and cleantech investor Firsthand Technology Value Fund, Inc. (NASDAQ: SVVC)has received approximately USD 13.5m in cash proceeds from the sale of US-based advertising technology firm Turn to Singapore-based telecommunications company Amobee, the fund said.
The fund's cost basis in Turn, an advertising technology company, was approximately USD 15.6m. The closing of the sale of Turn marks the fourth M/A exit for the Fund since the beginning of 2016, following those of Gilt Groupe, Tapad, and Mattson Technology.
Status: Closed
-TBG CLOSES USD 900M ACQUISITION OF TECHNOLOGY FIRM DTN
Swiss investment services group TBG AG has closed its acquisition of US-based information services, supply chain connectivity solutions and decision-support tools provider DTN from French electrical components maker Schneider Electric SE (PAR: SCHN) for a total consideration of USD 900m, the company said.
TBG said it plans to fully reinstate the DTN brand that has been around since 1984, and focus on growing the business in both the domestic and international markets. DTN is an independent source of insight and analysis, and decision-support solutions to more than 80,000 subscribers worldwide in agriculture, oil and gas, trading and weather-sensitive industries.
Status: Closed
-HICKOK ACQUIRES DIVISION OF AIR HANDLING EQUIPMENT MAKER AIR ENTERPRISES
US-based holding company Hickok Inc. (OTC: HICKA) has completed the acquisition of certain assets of US-based air handling solutions firm Air Enterprises Acquisition LLC, the company said.
The acquired business, which will continue to operate under the name Air Enterprises, is in designing, manufacturing and installing large-scale commercial, institutional, and industrial custom air handling solutions. This acquisition will add more than USD 30m in annual revenue to Hickok and will be immediately accretive to earnings. Hickok is a holding company serving markets including healthcare, education, automotive, aerospace, trucking, and petrochemical.
Status: Closed
-B RILEY FINANCIAL CLOSES USD 160.1M ACQUISITION OF INVESTMENT BANKING, BROKERAGE FIRM FBR
Los Angeles, US-based financial services company B. Riley Financial, Inc. (NASDAQ: RILY) has closed a stock for stock merger agreement to acquire investment banking and brokerage firm FBR and Co. (NASDAQ: FBRC) in a transaction valued at USD 160.1m and an anticipated payment of a cash dividend before closing of USD 8.50 per share, the company said.
This deal was announced in February. B. Riley Financial said the combined company will become a leader in small cap investment banking and brokerage in the US with 600 names under research coverage. Upon closing, Richard Hendrix, FBR's current chairman and CEO, will assume the role of CEO of the combined investment banking and brokerage business, which will be a subsidiary of B. Riley Financial.
Status: Closed
-LXI REIT ACQUIRES UK MANUFACTURING FACILITY FOR GBP 9.3M
UK-based property investor LXi REIT plc (LSE: LXI) has acquired the SIG manufacturing facility at Welton, Carlisle, UK in a sale and leaseback transaction, the company said. The purchase price for the Property is GBP 9.3m (USD 12.02m), reflecting a net initial yield of 7% (net of acquisition costs to the company).
LXi REIT said the property has been acquired with a new 25-year lease in place and is fully let to Sig (Trading) Ltd., the principal trading company of the SIG plc group, a multinational manufacturer and distributor of specialist building and energy management products in the UK and Europe. The new 25-year lease (with no tenant break right) expires in May 2042 and is subject to five yearly upward only rent reviews index-linked to the Retail Price Index (collared and capped at 2% p.a. and 4% p.a. compound).
Status: Closed
-AGRITERRA SELLS SIERRA LEONE COCOA ASSETS
Guernsey-based agricultural investment company Agriterra Ltd (AIM: AGTA) has completed the sale of its Sierra Leone cocoa assets for a cash consideration of USD 500,000, the company said.
Under the terms of the disposal, the company disposed of its interests in Tropical Farms Ltd. and Tropical Farms Plantations Ltd. (the local companies which hold the assets comprising the company's cocoa business in Sierra Leone) with immediate effect against payment in full. The companies have been sold in excess of their collective current book value of approximately USD 250,000.
Status: Closed
-OLD MUTUAL WEALTH CLOSES ACQUISITION OF FINANCIAL ADVISER NETWORK CAERUS
UK-based financial services group Old Mutual plc's (LSE: OML) Old Mutual Wealth has closed the acquisition of financial adviser network Caerus Capital Group, the group said.
This deal was announced in February. Caerus consists of more than 300 advisers who are responsible for more than GBP 4bn of Assets under advice. The acquisition complements Old Mutual Wealth's existing controlled distribution footprint in the UK, which includes Intrinsic, and Old Mutual Wealth Private Client Advisers, the branded national adviser firm established in 2015.
Status: Closed
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