Daily Review

Tiffany, a US luxury jewellery and speciality retailer, has received all regulatory approvals needed for the completion of its $16bn acquisition by LVMH, a French multinational luxury goods conglomerate.

The approval from the European competition authorities comes amid a legal battle between LVMH and Tiffany, with the latter suing the Louis Vuitton owner in a Delaware court, alleging that the French company has deliberately been stalling the completion of the deal, Reuters reported.

Tiffany is advised by Centerview Partners, Goldman Sachs, Sullivan & Cromwell and Sard Verbinnen & Co. Centerview Partners is advised by Weil, Gotshal & Manges. LVMH is advised by Citigroup, JP Morgan, Cleary Gottlieb Steen & Hamilton, Skadden, Arps, Slate, Meagher & Flom and Affiliates, White & Case, Brunswick Group, DGM Conseil, deluxewords, Kekst CNC, Montford Communications, Publicis and SEC and Partners. Debt providers are advised by Allen & Overy.

Advanced Micro Devices, an American multinational semiconductor company, agreed to acquire Xilinx, an American technology company that develops highly flexible and adaptive processing platforms, for $35bn. Post-closing, current AMD stockholders will own c. 74% of the combined company on a fully diluted basis, while Xilinx stockholders will own c. 26%.

“Our acquisition of Xilinx marks the next leg in our journey to establish AMD as the industry’s high performance computing leader and partner of choice for the largest and most important technology companies in the world. This is truly a compelling combination that will create significant value for all stakeholders, including AMD and Xilinx shareholders who will benefit from the future growth and upside potential of the combined company. The Xilinx team is one of the strongest in the industry and we are thrilled to welcome them to the AMD family. By combining our world-class engineering teams and deep domain expertise, we will create an industry leader with the vision, talent and scale to define the future of high performance computing,” Lisa Su, AMD President and CEO.

Xilinx is advised by Bank of America Merrill Lynch, Morgan Stanley and Skadden Arps Slate Meagher & Flom. AMD is advised by Credit Suisse, DBO Partners and Latham & Watkins.

Stryker, a medical technologies firm based in Kalamazoo, announced that it, has extended the offering period of its previously announced cash tender offer for all outstanding ordinary shares of Wright Medical, a global medical device company focused on extremities and biologics.

 

The tender offer is being made pursuant to the purchase agreement, dated November 4, 2019, among Stryker and Wright Medical. The tender offer is now scheduled to expire on November 10, 2020, unless the tender offer is further extended or earlier terminated in accordance with the purchase agreement. Completion of the tender offer remains subject to the conditions described in the tender offer statement on schedule to filed by Stryker with the US Securities and Exchange Commission on December 13, 2019, as amended.

 

Wright Medical is advised by Guggenheim Partners, JP Morgan, Ropes & Gray, Stibbe and Latham & Watkins. Stryker is advised by Houthoff and Skadden Arps Slate Meagher & Flom.

Jernigan Capital announced that its shareholders approved the acquisition of Jernigan by affiliates of NexPoint Advisors, at its special meeting of stockholders. Shares representing approximately 77.67% of the company outstanding stock voted at the special meeting, with approximately 97.65% of such shares voting for approval of the merger.

 

“We are very pleased to announce a stockholder vote that was overwhelmingly in favor of our previously announced merger with NexPoint. The large voter turnout and 97.65% favorable vote speak to the merits of this transaction and validate that the merger is in the best interests of all of JCAP’s stakeholders. We are confident that the merger accomplishes the goal of maximizing value for our stockholders,” John Good, Jernigan Chairman and Chief Executive Officer. 

 

Jernigan Capital is advised by Jefferies & Company and King & Spalding. Jefferies & Company is advised by Latham & Watkins. Nexpoint is advised by KeyBanc Capital Markets, Raymond James and Winston & Strawn.

Cerberus Capital Management completed the acquisition of National Dentex Labs, the network of fully-owned dental labs in the United States providing restorative dentistry solutions. Financial terms were not disclosed.

 

“We are thrilled to tap into Cerberus’ financial and operational expertise, which will allow us to expand our manufacturing capabilities, pursue strategic lab acquisitions, and invest in new dental technologies. The support from Cerberus will only enhance our ability to deliver superior quality products and service to our customers as we continue to shape the future of the dental lab industry,” Tom Daulton, NDX Chairman and CEO.

 

National Dentex Labs was advised by Moelis & Co and Buzz Monkeys. Cerberus was advised by Houlihan Lokey, Dechert and Sard Verbinnen & Co.

EnPro Industries, an American industrial conglomerate, completed the acquisition of Alluxa, a manufacturer of high-performance optical filters and precision thin-film coatings, for $255m.

 

The completion of this transaction supports EnPro’s strategy to focus the portfolio on materials science-based businesses with leading technologies, compelling margins, strong cash flow, and recurring revenue models that serve markets with favourable secular tailwinds where the company can apply the EnPro Operating System to enable continuous improvement. EnPro will continue to allocate capital, organically and inorganically, to drive growth in businesses with these characteristics with an overarching goal of maximizing long-term shareholder returns.

 

Alluxa was advised by Wells Fargo Securities and Blank Rome. EnPro Industries was advised by GCA Advisors and Robinson Bradshaw.

Repay, a provider of vertically-integrated payment solutions, agreed to acquire CPS Payment Services, a payment services provider, for c.$93m, of which $78m will be paid at closing.

 

“There continues to be increased demand for comprehensive, technology-first B2B automation and payment solutions, as enterprise customers look to reduce costs and operate more efficiently in an increasingly digital environment. With their expanding sales channels, proprietary payment portal, integration capabilities and growing client base, CPS will substantially enhance Repay’s comprehensive B2B offering. This acquisition will bring us the opportunity to introduce Repay’s solutions to new verticals, including education, government, and media sectors,” John Morris, Repay CEO.
 

Repay is advised by Troutman Pepper and ICR. CPS Payment Services is advised by William Blair & Co and Alston & Bird.

B&G Foods, an American holding company for branded foods, agreed to acquire Crisco, an oils and shortening business of The JM Smucker, a manufacturer and marketer of food and beverage products, for $550m. B&G Foods expects the acquisition to close during the fourth quarter of 2020, subject to customary closing conditions, including the receipt of regulatory approvals.

 

“This acquisition is consistent with our longstanding acquisition strategy of targeting well-established brands with defensible market positions and strong cash flow at reasonable purchase price multiples. Crisco has a strong heritage, as the original all‑vegetable shortening that transformed the way people bake and cook over 100 years ago. Crisco is the number one brand of shortening, the number one brand of vegetable oil and also holds a leadership position in other cooking oils and cooking sprays,” Kenneth G. Romanzi, B&G Foods President and Chief Executive Officer.

 

The JM Smucker is advised by Goldman Sachs and Benesch Friedlander Coplan & Aronoff. B&G Foods is advised by ICR.

1847 Goedeker, an e-commerce destination for appliances, furniture, home goods, and related products, agreed to acquire Appliances Connection, a retailer of household appliances in the US, for $210m.

 

“Our highly efficient nationwide delivery and installation operation and our strong presence in the northeastern United States provides us with important competitive advantages. I look forward to working closely with the Goedeker’s team to continue to scale the business, increase profits and make Goedeker’s the most profitable online appliance retailer in the nation,” Albert Fouerti, Appliances Connection CEO.

 

1847 Goedeker is advised by RedChip Companies.

CenterGate Capital-backed Mid-State Industrial Maintenance, a provider of on-site and off-site industrial maintenance and service solutions, completed the acquisition of AZZ SMS, a specialty provider of turnkey boiler repair, maintenance, and overhaul services, from AZZ, a global provider of metal coating solutions, welding solutions, specialty electrical equipment and highly engineered services. Financial terms were not disclosed.

“The divesture of SMS is in line with our strategic plan to restructure our portfolio to focus on growth within our core businesses. We are pleased to have reached an agreement with Mid-State to acquire SMS, while maintaining uninterrupted service to the customers of SMS, and employment for the SMS work force. We are focused on activities that will drive higher returns on invested capital within our core businesses for long-term margin expansion and growth,” Tom Ferguson, AZZ Chief Executive Officer.

AZZ was advised by Lytham Partners.

 

Compass Gas e Energia, a gas and energy solutions provider and a subsidiary of Cosan, offered to acquire a 51% stake in Gaspetro, a natural gas company, from Petrobras, a Brazilian state-run oil company. Financial terms were not disclosed.

Cosan did not reveal details of the size of Compass’ bid for Petrobras’ Gaspetro stake, due to the competitive nature of the bidding process. Petrobras, which is trying to sell its broad energy sector business, put its stake on the market at the end of February. Japan’s Mitsui holds the other 49% of Gaspetro.

INX, a global blockchain-based platform for trading digital assets, agreed to acquire Openfinance Securities, a secondary market trading platform. Financial terms were not disclosed.

“Digital securities represent a new evolution in traditional capital markets. There are massive benefits of listing and trading digital assets versus traditional equities. Openfinance has pioneered this space and earned the respect of Wall Street, the blockchain community, and US regulators. We are proud to add those incredible achievements to the INX portfolio – offering investors more access to liquidity,” Shy Datika, INX President and Founder.

Thoma Bravo, a private equity firm focused on technology and software, has completed the fundraising for three funds totalling more than $22.8bn in capital commitments: Thoma Bravo Fund XIV, a $17.8bn fund, Thoma Bravo Discover Fund III, a $3.9bn fund, and Thoma Bravo Explore Fund, a $1.1bn fund.

 

These closings bring Thoma Bravo's assets under management to more than $70bn, and the new funds significantly enhance the firm's capacity to invest in high-quality software and technology companies around the world.

 

"Over the last 20 years, and over the course of more than 260 transactions, we've seen firsthand how well software can perform with the right investment and operational guidance. These three new funds position us to continue executing on our investment approach of buying high-quality software companies with experienced management teams, loyal customers and strong product offerings, to accelerate their growth and innovation," Orlando Bravo, Thoma Bravo Founder and Managing Partner. 

 

Thoma Bravo was advised by Kirkland & Ellis.

Las Vegas Sands, a casino operator, is exploring a sale of its flagship casinos in Las Vegas for about $6bn, Reuters reported, with the move likely to mark the exit of the group's chairman from the US gambling industry for now.

 

The properties included in the potential sale are Sands Expo Convention Center, the Venetian Resort Las Vegas and the Palazzo. A potential sale of the Las Vegas properties will concentrate the company's casino portfolio entirely in Macau and Singapore.

L Catterton-backed PatientPoint is in talks to merge with main rival Outcome Health in a deal that would create the largest US advertising network in doctors' offices, Bloomberg reported.

 

A deal with Outcome Health, also owned by a private equity firm, could value the combined company at roughly $600m, including debt. The talks are in the early stages and could still fall apart. While the deal price could still change, it will likely reflect a dramatic decline following a fraud probe for Outcome Health, which was valued at more than $5bn in a 2017 funding round.

Bolder Industries has signed a letter of intent to merge with blank-check acquisition company GigCapital2 in a deal that would take the US sustainable rubber ingredient manufacturer public and value it at close to $900m, including debt, Reuters reported.

 

It would be the latest deal by a blank-check vehicle, or SPAC, for an environmentally focused business, following mergers for bioplastics company Danimer Scientific and Agricultural technology firm AppHarvest.

Lux Health Tech Acquisition announced the pricing of its IPO of 30m units for $10 per unit. The units were listed on the Nasdaq on October 27, 2020. 

 

Each unit issued in the offering consists of one share of the company's Class A common stock and one-third of one warrant, each whole warrant entitling the holder thereof to purchase one share of Class A common stock at an exercise price of $11.5 per share.

 

Credit Suisse was acting as sole book-running manager for the offering and Stifel was acting as lead manager.

dMY Technology Group, a New York-listed special purpose acquisition company, agreed to acquire Genius Sports Group, a provider of sports data and technology powering the sports, betting and media ecosystem, in a $1.5bn deal.

“Genius Sports Group created the market for official data across all tiers of sports, helping fuel our sportsbook partners’ ever-increasing range of products. This transaction will help us continue to expand and strengthen our position as a nexus of the global sports, betting and media ecosystem,” Mark Locke, GSG CEO.

Genius Sports Group is advised by Oakvale Capital, Credit Suisse, Kirkland & Ellis and The One Nine Three Group. dMY Technology Group is advised by Goldman Sachs, Needham & Co, White & Case and ICR.

Sampo, a Finnish financial company, has received all regulatory and antitrust approvals needed for its acquisition of British motor insurer Hastings. Sampo will hold 70% of Hastings after a court hearing procedure expected to be held on November 13.

“All of the conditions relating to regulatory and antitrust approvals have now been satisfied,” Sampo.

Hastings is advised by Barclays, Fenchurch Advisory Partners, Numis Securities and Freshfields Bruckhaus Deringer. Sampo and Rand Merchant Investment Holdings are advised by JP Morgan, Allen & Overy and Skadden Arps Slate Meagher & Flom.

Bowmark Capital, a private equity investment firm, completed the acquisition of a majority stake in Totalmobile, a field service management software provider, from Horizon Capital, a private equity investor specialising in technology and business services. Financial terms were not disclosed.

“We have followed Totalmobile’s progress for a number of years and been highly impressed by the evolution of its business model, its innovation and leadership, and its strong record of recurring revenue growth. We believe the company is uniquely positioned to capitalise on increasing customer demand in the field services market, and are delighted to have the opportunity to support Jim Darragh and the team in the next stage of growth, as they build on their considerable achievements to date,” Stephen Delaney, Bowmark Partner.

Totalmobile was advised by Graph Consulting, Deloitte, Burness Paull, Pinsent Masons and Touchdown PR.

Germany-based insurer Talanx Group-backed HDI Assicurazioni, a non-life insurance provider in Italy, agreed to acquire Amissima Assicurazioni, an Italian non-life insurer, from Apollo Global Management. The transaction is subject to customary closing conditions, including merger and regulatory approvals from the European Commission and certain insurance market regulators. Financial terms were not disclosed.

 

“This bolt-on acquisition allows us to diversify our business activities by expanding our non-life insurance operations. It is in line with our strategy and will further enhance our position on the Italian market. Amissima is a perfect fit, since we want to expand our non-life insurance business,” Sven Fokkema, Talanx Member of the Board of Management Responsible for the Retail International Division.

 

Amissima Assicurazioni is advised by Close to Media. Apollo is advised by Paul Weiss Rifkind Wharton & Garrison.

Spectrum Brands, a globally branded consumer products and home essentials company, completed the acquisition of Armitage Pet Care, pet supply stores, from Rutland Partners, a private equity investor, for $180m.

“Over the last few years, Armitage has grown sales at a 17% compound annual rate. We expect that our global scale and resources will not only help fuel future growth of the Armitage brands within the UK and across continental Europe and beyond, but will also strengthen its e-commerce business. I would also like to warmly welcome the Armitage team to the Spectrum Brands family. I am confident in our ability to create tremendous value together,” David Maura, Spectrum Brands Chairman and Chief Executive Offer.

 

Rutland was advised by Taylor Wessing.

Spin Master, a global children's entertainment company, agreed to acquire Rubik's Brand, a widely popular mechanical puzzle manufacturer, for $50m.

 

"The Rubik's Cube is an iconic puzzle that has permeated pop culture and captivated fans for more than 40 years. We are excited for the opportunity to put our marquee innovation on the entire Rubik's portfolio and expand distribution through our global footprint," Elizabeth LoVecchio, Spin Master Marketing Vice President.

Italy’s state lender Cassa Depositi e Prestiti is set to present a sweetened offer for Autostrade per l’Italia, in an effort to break a two-year impasse over the Benetton family-controlled highway management company, Bloomberg reported.
 

The board of Cassa Depositi, or CDP, will meet to discuss a revised offer from an investor group that also includes funds Macquarie Group and Blackstone. The CDP-led group is bidding for the 88% of Autostrade held by the billionaire family’s Atlantia. Atlantia’s board is due to meet to discuss the improved bid.

Aegon, a Dutch insurer, has put its Eastern European business up for sale as it seeks to raise cash to better cope with the fallout of the coronavirus crisis and revamp earnings in its core markets, Reuters reported.

 

Aegon is working with JP Morgan on the process and has held preliminary discussions with industry players to sell the unit, which is primarily focused on Hungary but is also active in Poland, Romania and Turkey. The business could be valued at €650m ($768m) and is being sold as part of an auction process.

 

Investindustrial has definitively exited the capital of the British luxury car manufacturer Aston Martin Lagonda, selling its remaining 4.12% stake. Investindustrial had begun to sell its stake on the market last May, when it cut it from around 20.92% to 16.92%. Since June 1, till August 21 Investindustrial cut its stake from 16.92% to 4.12%.

 

At the end of June, Aston Martin raised £152m ($198m) in a capital increase subscribed by institutional and private investors precisely to tackle the problems arising from the Covid-19 emergency, when company revenues were £146m ($190m) down in H1 2019 and a negative EBITDA of £89m ($116m) from a positive £21m ($27m), with a net financial debt of £751m ($980m).

AA request for a deadline extension has been granted by the Takeover Panel concerning a firm takeover offer from TowerBrook Capital Partners and Warburg Pincus International.

 

In August, the roadside assistance firm confirmed that three parties had made takeover proposals. The parties comprised Centerbridge Partners Europe and TowerBrook Capital Partners cooperating as well as Platinum Equity Advisors and Warburg Pincus, acting individually.

 

Following that, AA stated it agreed to a request from TowerBrook and Warburg Pincus to make a joint all-cash takeover offer, acting as a consortium. It added that the pair also intended to significantly pay down AA's hefty debt pile.

 

Tencent led a $100m Series B funding round in Versus Programming Network, an esports organizer. Further investors that participated in the round include Tiantu Capital, a private equity firm, Susquehanna International Group, a technology firm, and Beijing Kuaishou Technology, a Chinese video-sharing mobile app.

“We are delighted to announce this latest round of funding. Thanks to policies supporting Shanghai as the global centre for esports, and with Beijing, Chengdu, and Xi’an expressing confidence in the development of esports, VSPN has grown rapidly in recent years. After this funding round, we look forward to building an esports research institute, an esports culture park, and further expanding globally. VSPN has a long-term vision and is dedicated to the sustainable development of the global esports ecosystem,” Dino Ying, VSPN CEO.

VSPN was advised by Lighthouse Capital.

Knauf, a provider of building materials, agreed to acquire a 50% stake in USG Boral, a manufacturer and supplier of gypsum board-based wall and ceiling lining systems, from Boral, a multinational company manufacturing and supplying building and construction materials, for $1bn.

As Boral and Knauf work with regulators as part of an ongoing process to obtain the relevant approvals, Boral’s view now is that the ACCC is unlikely to approve the call option in relation to the Australia and NZ business.

Baidu, a Chinese multinational technology company specializing in Internet-related services and products and artificial intelligence, led a $194m Series A round in ECARX, a vehicle intelligence technology provider. The investment was followed by Susquehanna International Group.

 

The round A funding will be mainly used for the R&D of autonomous driving chips, high precision maps, and other autonomous driving technologies. ECARX plans to found an R&D center in Europe to serve the local market.

China Structural Reform Fund, a state-owned private equity fund, led a $149m Series E round in Genecast Biotechnology, a Chinese biotech startup that specializes in second-generation sequencing technology and bioinformatics. Other investors include Taikang Asset Management, CCB International, Hillhouse Capital and China Renaissance.

Genecast Biotechnology will use the proceeds from the financing round to develop new diagnostics products for tumors, accelerate the registration and application of its in vitro diagnostic devices and expand its marketing channels.

GDS Holdings, a data centre company, has raised $1.67bn in its Hong Kong second listing, following in the steps of other US-listed Chinese firms in seeking a trading foothold closer to home.

 

The Shanghai-based firm priced shares at $10.4 each, Bloomberg reported. That represents a 3% discount to the closing price Monday of its Nasdaq-listed American depositary shares, at $86.04 apiece. One ADS represents 8 ordinary shares. GDS sold 160m shares in its Hong Kong listing and had set a maximum price of $11 apiece.

Singapore Telecommunications might have to commit more than $440m to its joint venture with Grab Holdings that wants to start a digital bank in Singapore, Bloomberg reported.

 

The venture is a strong candidate for a full digital banking license. Singtel may need to invest in the long term. The Monetary Authority of Singapore plans to award as many as five permits by the end of this year, including two for full digital banks for consumers - the category that the Grab-Singtel venture has applied for.

South Korea's National Pension Service will oppose LG Chem's plan to separate its battery business into a new company. NPS cited concerns about damage to shareholder value, including the possibility of diluting the equity value.

 

LG Chem, an electric car battery supplier for Tesla and GM, said last month it plans to separate the business as the electric vehicle market takes off.

 

The unit will first become a wholly-owned subsidiary tentatively named LG Energy Solutions and then up to 30% of the company may be listed in an initial offering in about a year.

The banks working on the Hong Kong leg of Ant Group's record-breaking IPO are looking at a windfall of as much as $396m, although in percentage terms it is less than the city’s average for big deals. 

 

Ant is set to raise as much as $19.8bn in Hong Kong if it fully exercises an over-allotment option. The fintech giant disclosed in a filing that it will pay an underwriting commission of as much as 1% of the total deal size, or $198m. That’s below the average 1.45% paid by companies raising over $1bn in the city, Bloomberg reported. Part of the $396m will come from investors, who pay a 1% brokerage fee when buying shares.

Savills Investment Management, the global real estate investment manager, announced the first close of its Japan Residential Fund II at $200m, with global multimanager acting as a cornerstone investor. 

 

The fund represents Savills IM’s first open-ended core fund for Asia, following expected conversion at 36 months or before. The fund's first committed acquisition is a high-quality portfolio of nine residential assets in Greater Tokyo.

 

"The launch of Japan Residential Fund II is a further indication of the trust investors have in our local fund teams, and in particular our Japanese business where our Japan team has a 20-year track record. We are delighted to have been able to achieve a first close, despite the challenging Covid-19 market backdrop, and especially to have a quality institutional book of further demand and underpinned by such an excellent cornerstone investor," Alex Jeffrey, Savills IM Global Chief Executive.

 

Lenovo Star had completed the fourth RMB fund on September 30, with a capital scale of $119m. LPs continue their consistent, high-quality composition. In the future, Lenovo Star will continue to focus on early investment, focusing on cutting-edge technology, healthcare, and TMT.

 

"Acknowledging the hard financial situation caused by pandemic, it is of great significance for Lenovo Star to complete the fundraising. We always adhere to high standards in choosing LP with high requirements," Mingyao Wang, Lenovo Star General Manager and Partner.