Daily Review

Thermo Fisher to sell Anatomical Pathology unit for $1.1bn to PHC Holdings Corp.

 

FMC extends the deadline for $2bn NxStage deal due to US government shutdown.

 

US FTC approved Staples' $483m acquisition of Essendant with conditions. (Financial Sponsors)

 

US House panels to hold a joint hearing on $146bn Sprint, T-Mobile merger.

 

GameStop abandons efforts to sell company.

 

US utility Sempra plans the sale of South American operations.

 

 

The boards of Abu Dhabi Commercial Bank and Union National Bank agreed to merge and together acquire Al Hilal Bank, to form the UAE's third-largest lender with 1m customers and total assets of $114bn. ADCB will issue 0.5966 ADCB shares for every UNB share while Al Hilal Bank will be acquired for a consideration of about AED1bn ($272m) by the merged entity.

 

The merged entity will have 60% government ownership through the Abu Dhabi Investment Council and will carry the ADCB identity while Al Hilal Bank will continue to operate with its existing name and brand but as a separate Islamic banking entity within the group. The merger is expected to be completed in the first half of 2019. It is subject to approvals by shareholders and relevant regulators, including the UAE Central Bank. The transaction requires the approval of at least 75% by value of the shares represented at quorate general assembly meetings of each of ADCB and UNB.

 

"This is a very exciting transaction that will create a larger, preeminent and resilient banking group. It is a landmark deal for the UAE that will contribute significantly to our national ambitions. A robust and innovative financial sector is crucial to the long-term prosperity of the UAE, as the country forges its transition to a diversified economy, connected to global markets by business and personal networks, trade and investments," said Al Suwaidi, the Chairman-designate of the new banking group.

 

Barclays, Allen & Overy, and KPMG are acting as the financial, legal, and transaction advisors to Abu Dhabi Commercial Bank, respectively. JP Morgan, Clifford Chance, and EY are acting as the financial, legal, and transaction advisors to Union National Bank, respectively. Freshfields Bruckhaus Deringer and Deloitte are acting as the legal and transaction advisors to Al Hilal Bank, respectively.

Loomis, through a wholly owned subsidiary, entered into an agreement to acquire 100% of Ziemann Sicherheit Holding. Ziemann conducts primarily domestic cash handling services. In addition, Ziemann also carries out security services as well as trading activities within the wholesale and retail market for currencies and precious metals. The enterprise value is approximately €160m ($183m). Ziemann's annual net revenue in 2018 was approximately €175m ($200m).

“The German cash market is large and cash in circulation is growing. We also see that outsourcing of cash management services from the bank system to cash specialists, like Loomis and Ziemann, has been accelerating in recent years. Ziemann is a large and operationally very solid cash handling business with a competent and innovative leadership team. These factors combined with Loomis know-how in cash handling, cash recycling and value added solutions make us believe that time is right to invest further in Germany and lead the transformation of the German cash eco system.” says Patrik Andersson, President and CEO of Loomis.

Europe's largest budget carrier previously owned a 75% stake in Laudamotion. Former Formula One racing champion Niki Lauda, whom last year bought back and re-branded the airline he founded, gave Ryanair the option to purchase the whole carrier. Financial terms were not disclosed. 

 

Laudamotion's CEO, Andreas Gruber, said: "With the backing of Ryanair, Laudamotion is set to grow strongly over the next 3 years to carry 10m passengers p.a. We will release details of up to 20 new routes for winter 2019 once we have completed our airport and handling negotiations by the end of March. Our summer '19 program will allow us to carry 6m passengers in year 2, a growth rate of 50% over the 4m carried in year 1, as we continue to offer our customers in Vienna, Stuttgart, Dusseldorf and Palma the lowest air fares on a fleet of young Airbus aircraft with widespread passenger appeal and great Lauda service."

Norwegian Air plans to raise NOK3bn ($353m) in a share issue to strengthen its balance sheet, the loss-making budget airline said in a statement. Billionaire investor John Fredriksen is among the investors who have agreed to underwrite the rights issue, as will Chief Executive Bjoern Kjos and Chairman Bjoern Kise.

 

"Terms of the rights issue, including the subscription price and the number of shares to be issued, will be proposed by the Board of Directors and are expected to be announced on or about 18 February," Norwegian said. British Airways-owner IAG last week announced it had abandoned its attempt to buy the Oslo-listed airline.

Condotte, Italy's third-largest construction group, was placed under extraordinary administration last year as it risked buckling under more than €800m ($914m) in debt. The European Commission gave a green light last month to a €190m ($217m) state guarantee to meet urgent liquidity needs at the building group.

 

"We've signaled a strong interest," Illmity's Chief Executive Corrado Passera said on the sidelines of a conference in Milan, adding he had contacts with the company's special commissioners.

 

PHC Holdings Corp. signed a definitive agreement with Thermo Fisher Scientific, the world leader in serving science, to acquire Thermo Fisher's Anatomical Pathology business for approximately $1.1bn. Thermo Fisher's Anatomical Pathology business is one of the leading providers of microscope slides, instruments and consumables in the industry and is part of Thermo Fisher's Specialty Diagnostics Segment.

 

PHCHD currently expects to close the transaction in the second quarter of 2019, subject to customary closing conditions and the receipt of applicable regulatory approvals.

 

Hidehito Kotani, CEO of PHCHD commented, "We are pleased to have signed the agreement with Thermo Fisher Scientific. Their anatomical pathology business has shown steady growth with their strong customer base in global hospital markets, especially in the United States. This is a solid business with good growth potential and we believe it will create value for our stakeholders as part of our growing diagnostics and healthcare portfolio."

 

Simpson Thacher & Bartlett advised PHC Holdings Corp.

Germany's Fresenius Medical Care had agreed to extend the deadline for its planned $2bn takeover of US home dialysis equipment maker NxStage Medical until August 6. FMC said the extension had been agreed due to the recent US government shutdown which interrupted the Federal Trade Commission's ability to review the transaction.

 

"The merger agreement's end-date has been extended to August 6, 2019, or such earlier date on which there have been 60 consecutive days of full funding of the FTC's operations," it said in a brief statement.

 

BofA Merrill Lynch and Sullivan & Cromwell advise Fresenius Medical Care. Piper Jaffray advise NxStage.

"Staples, which is owned by the private-equity firm Sycamore Partners, will establish a firewall separating Staples' business-to-business sales operations from Essendant's wholesale business," the regulator said in a statement.

 

Barclays, Morgan Stanley and Kirkland & Ellis advise Sycamore and Staples. Citigroup and Skadden Arps Slate Meagher & Flom advise Essendant.

The House Energy and Commerce Committee and the Judiciary Committee will hold a joint hearing to "examine the merger's potential impacts on consumers, workers and the wireless industry," the committees said in a statement on Monday. Both T-Mobile CEO John Legere and Sprint Chairman Marcelo Claure have agreed to testify.

 

Centerview Partners, JP Morgan, Mizuho Securities, SMBC Nikko, The Raine Group, Goodwin Procter, Morrison & Foerster, Potter Anderson & Corroon, Simpson Thacher & Bartlett and Skadden Arps Slate Meagher & Flom advise Sprint Corp. Deutsche Bank, Evercore, Goldman Sachs, Morgan Stanley, PJT Partners, Allen & Overy, DLA Piper, Hogan Lovells, Latham & Watkins, Richards Layton and Finger and Wachtell Lipton Rosen & Katz advise Deutsche Telekom and T-Mobile US. Morrison & Foerster advises vendor Softbank Group.