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AMERICAS
Amgen, an American multinational biopharmaceutical company, agreed to acquire Horizon Therapeutics, a biopharmaceutical company focused on researching, developing, and commercializing medicines, for $28.3bn.
"In nearly 15 years, we have built one of the fastest-growing and most respected companies in the biotechnology industry from the ground up. We have accomplished a tremendous amount for patients, their families and our customers, and created significant value for shareholders. These accomplishments are all rooted in our employees' deep commitment, dedication and personal passion for those impacted by rare, autoimmune and severe inflammatory diseases. Amgen is aligned with that commitment and passion and will continue to maximise the value of the current portfolio and pipeline and accelerate the ability to reach more patients globally," Tim Walbert, Horizon Therapeutics Chairman, President and CEO.
Horizon Therapeutics is advised by JP Morgan (led by Dwayne Lysaght, Jeremy Meilman, Ben Carpenter and Steven Frank), Morgan Stanley (led by Julie Rozenblyum, Joseph Modisett, Tedd Smith and David Kitterick), Cooley (led by Barbara Borden and Rama Padmanabhan) and Matheson (led by David Fitzgibbon and David Jones). Amgen is advised by Citigroup (led by Torrey Browder, Sumit Khedekar, Robert Way, Sian Evans and Marc Banziger), PJT Partners (led by Paul J. Taubman, Tom Davidson and Basil Geoghegan), Sullivan & Cromwell (led by Frank Aquila), William Fry (led by Myra Garrett and Mark Talbot) and Edelman (led by Lex Suvanto, Joe Carmody, Piaras Kelly and Feargal Purcell).
Thoma Bravo, a private equity firm, agreed to acquire Coupa Software, a cloud platform for business spend management, for $8bn.
"We couldn't be more excited to partner with the talented Coupa team to keep building on the incredible franchise they've created in the Business Spend Management space. Our shared vision, combined with Thoma Bravo's strategic and operational expertise, will enable Coupa to continue driving innovation, better serve its customers and accelerate important growth initiatives during this next chapter as a private company," Brian Jaffee, Thoma Bravo Partner.
Coupa Software is advised by Qatalyst Partners and Freshfields Bruckhaus Deringer. Thoma Bravo is advised by Goldman Sachs, Piper Sandler, Kirkland & Ellis and FGS Global.
Merck is commencing a cash tender offer to purchase all outstanding shares of common stock of Imago BioSciences. On November 21, 2022, Merck announced that it had entered into a definitive agreement to acquire Imago.
The tender offer will expire at one minute after 11:59 p.m., Eastern Time, on January 10, 2023, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer is subject to certain conditions, including the tender of shares representing at least a majority of the total number of Imago’s outstanding shares, receipt of applicable regulatory approvals, and other customary conditions. The transaction is expected to close in the first quarter of 2023.
Greenbriar Equity Group, a sector-focused private equity investment firm, completed the acquisition of Applied Aerospace Structures, a provider of design, fabrication, and testing solutions for complex composite and metal bonded structural assemblies. Financial terms were not disclosed.
"We are thrilled to have selected Greenbriar as our partner for this exciting next chapter. We share a collective vision of accelerating AASC's growth and enhancing our capabilities. Greenbriar's extensive experience, knowledge, and resources in our sectors will greatly benefit us during this next phase," Kevin Bidlack, AASC CEO.
Applied Aerospace Structures was advised by Houlihan Lokey and Baker Donelson Bearman Caldwell & Berkowitz. Greenbriar was advised by Jefferies & Company, Kirkland & Ellis and Kekst CNC (led by Nathan Riggs).
Stonepeak, a North America focused private equity firm, agreed to acquire a 50% stake in KAPS, a Canadian natural gas liquids pipeline system. Financial terms were not disclosed.
“We believe that North American hydrocarbons, particularly natural gas, will continue to be an important component of the global energy mix for the foreseeable future, especially as efforts to decarbonize East Asia continue – natural gas production growth in Western Canada will play a critical role in those efforts. In our view, this makes KAPS a strong fit for Stonepeak’s opportunities strategy. We look forward to working closely with Keyera and the KAPS team as a trusted partner who is committed to the responsible ownership of traditional hydrocarbon infrastructure that plays a critical role in the global energy transition,” Anthony Borreca, Stonepeak Senior Managing Director.
Stonepeak is advised by Goldman Sachs, MUFG Bank, Mizuho Securities, Sidley Austin and Stikeman Elliott.
Weber, a company in outdoor cooking innovation, technology and products, has entered into a definitive merger agreement pursuant to which investment funds managed by BDT Capital Partners will purchase all of the outstanding Class A Shares that they do not already own for $8.05 per share, which implies a total enterprise value of $3.7bn for Weber.
"We appreciate the Special Committee’s comprehensive evaluation of BDT’s offer and are confident that this transaction provides immediate and fair value to Weber minority shareholders. For over a decade, BDT has been a longstanding strategic partner for Weber. With their continued support, our global team will move forward in executing our long-term strategy with consumers and customers as our top priorities. And we’ll continue to sharpen our focus on doing what we do best: delivering the outdoor cooking industry's most innovative, best-performing, highest-quality products and engaging millions worldwide who love to gather together and cook outside," Alan Matula, Weber Interim CEO.
Weber is advised by Centerview Partners, Sullivan & Cromwell (led by Melissa Sawyer and Matthew Goodman) and Davis Polk & Wardwell. BDT Capital Partners is advised by Cravath Swaine & Moore and Gladstone Place Partners (led by Steven Lipin).
FNB, a diversified financial services corporation, completed the acquisition of UB Bancorp, a bank holding company, for $117m.
"The Union Bank acquisition leverages FNB's current investments in the fast-growing North Carolina markets which now have more than 110 FNB branches and over 300 ATMs while also providing a favorable deposit mix. We are excited to welcome Union Bank's customers and introduce them to a more expansive suite of products and services, such as Insurance, Wealth Management, Private Banking, Treasury Management, Mortgage Banking and Capital Markets and Debt Capital Markets capabilities," Vincent J. Delie, FNB Chairman, President and CEO.
UB Bancorp was advised by Piper Sandler and Fenimore Kay Harrison & Ford (led by Jonathan S. Hightower). FNB was advised by Bank of America and Reed Smith (led by Gary R. Walker).
Heritage Distilling, a craft distiller of innovative premium brands, agreed to go public via merger with Better World Acquisition, an ESG-focused special purpose acquisition company, in a $122m deal.
"Better World's commitment was to invest in a differentiated growth business with strong ESG credentials. Heritage exemplifies our commitment to support remarkable leaders building a profitable company with a strong social and environmental mission. While furthering the economic empowerment of Native American communities, Heritage has developed a unique, capital-light business model with recurring revenue. We are excited to collaborate with Heritage and its Tribal Beverage Network to accelerate its future success," Rosemary Ripley, Better World CEO.
Heritage Distilling is advised by Pryor Cashman. Better World is advised by Ellenoff Grossman & Schole and KCSA Strategic Communications (led by Anne Donohoe).
Summit Financial Group, the $3.9bn financial holding company for Summit Community Bank, agreed to merge with PSB Holding, the holding company for Provident State Bank, a full-service bank serving the eastern shore of Maryland, in a $54m deal.
"We are excited about our combination with Summit. They are a larger institution with a breadth of products and services. Summit is just as committed to community banking as we are. Together we will continue our commitment to the communities that we serve, with the personal banking experience our customers expect. By joining forces, we can continue to bring opportunities and benefits to our shareholders, customers and communities," Melissa Quirk, Provident State Bank President and CEO.
PSB Holding is advised by Piper Sandler and Holland & Knight. Summit Financial is advised by Bowler Rice.
Ryan Specialty, a service provider of specialty products and solutions for insurance brokers, agents and carriers, agreed to acquire Griffin Underwriting Services, an international specialty insurance firm. Financial terms were not disclosed.
“We are excited to embrace the exceptional professionals at Griffin into Ryan Specialty. Griffin deepens our offerings in the Pacific Northwest, broadening our geographic scope and capabilities. Additionally, Griffin is a critical piece to our continual buildout of our national binding authority offering. We look forward to welcoming the Griffin team to Ryan Specialty,” Tim Turner, Ryan Specialty President and RT Specialty Chairman and CEO.
Griffin Underwriting Services is advised by Dowling Hales.
AutoNation, America's largest and most admired automotive retailer, agreed to acquire RepairSmith, a full-service mobile solution for automotive repair and maintenance, for $190m.
"Earlier this year, we added captive financing capabilities and initiated the development of mobility solutions to expand our Customer offerings. RepairSmith is the next step in our plan. It expands AutoNation's ability to penetrate the extensive After-Sales service market and conveniently respond to our Customers' needs by broadening the reach of our existing After-Sales network," Mike Manley, AutoNation CEO.
Phoenix Suns receive a $3bn takeover bid from venture capitalist group. (FS)
Venture capitalists Jack Selby, managing director of Peter Thiel's Thiel Capital, and Shasta Ventures managing director Jason Pressman, reportedly made a $3bn bid for the National Basketball Association's Phoenix Suns.
The deal would include the Women's National Basketball Association's Phoenix Mercury and purportedly have financing from Thiel, who co-founded PayPal and has an estimated net worth of $4.2bn. PayPal is a sponsor of the Suns and Mercury.
ImmunityBio raised $157m in financing from Nant Capital and institutional investor. (FS)
ImmunityBio, a clinical-stage immunotherapy company, announced that it has executed financing to provide further working capital and support its ongoing business operations.
The company entered into a securities purchase agreement for a registered direct offering with a single institutional investor, providing for the issuance of common stock of ImmunityBio as well as warrants for the purchase of additional shares of common stock of ImmunityBio that is expected to result in gross proceeds at closing of approximately $50m before deducting any offering-related expenses. If fully exercised the warrants could result in additional gross proceeds of up to $60m.
ImmunityBio was advised by Piper Sandler.
Blackstone to delay new private client PE fund. (FS)
Blackstone is considering delaying the launch of a new flagship private equity fund for wealthy investors following heavy investor withdrawals from two other funds aimed at a similar investor base – a real estate vehicle and a private credit fund.
The New York-based investment manager has been preparing to open a fund called the Blackstone Private Equity Strategies Fund, for individual investors, having historically focused on funds for institutional clients.
EMEA
The European Commission has demanded that German gas importer Uniper divest its Dutch business to obtain regulatory approval for a rescue deal, Reuters reported.
The European Commission has set itself a December 16 deadline to decide on whether to approve Germany's bailout of Uniper, its biggest gas trader which nearly collapsed after Russia stopped the supply of the fuel, under merger control rules.
Hedin Mobility Group, one of Europe's largest privately owned mobility providers, withdrew its offer to acquire the remaining stake in Pendragon, the second largest motor retailer in the United Kingdom, for £303m ($371m).
"Given the challenging market conditions and uncertain economic outlook, Hedin confirms that it does not intend to make an offer for Pendragon," Hedin Mobility Group.
Savannah Energy, an African-focused British independent energy company, agreed to acquire the South Sudan oil and gas business of Petronas, a Malaysian oil and gas company, for $1.25bn.
The transaction is conditional upon the satisfaction of certain conditions precedent including, inter alia, approval of the Government of the Republic of South Sudan, the approval of Savannah's shareholders and re-admission to trading on AIM taking effect.
Stark Group, one of the largest retailers and distributors of building materials, agreed to acquire the UK merchanting brands of Saint-Gobain, a French multinational building materials corporation, for €850m ($895m).
These divestments are part of Saint-Gobain's continued business profile optimization strategy to enhance the Group's growth and profitability in line with its "Grow & Impact" plan.
Saint-Gobain is advised by JP Morgan.
Cube Infrastructure Managers, an independent European mid-market infrastructure investor, completed the acquisition of the Czech subsidiary of MVV Energie, a German energy company. Financial terms were not disclosed.
"MVV is proud of the development of MVV Energie CZ since the beginning of our engagement in the Czech market. We have made significant progress in reducing the carbon footprint of the assets and building a leading energy efficiency group. This is part of our strategic course which will make us climate-neutral by 2040 and climate positive from then on. We firmly believe that we have found the right long-term owner in Cube to continue and accelerate the exciting path of MVV Energie CZ," Ralf Klöpfer, MVV Energie Executive Board Member.
Cube Infrastructure Managers was advised by Peregrine Communications.
Microsoft, an American multinational technology corporation, completed the acquisition of Lumenisity, a provider of next-generation hollow core fiber solutions. Financial terms were not disclosed.
The acquisition will expand Microsoft's ability to further optimize its global cloud infrastructure and serve Microsoft's Cloud Platform and Services customers with strict latency and security requirements. The technology can provide benefits across a broad range of industries including healthcare, financial services, manufacturing, retail and government.
PayTabs, a payments solutions powerhouse, completed the acquisition of Paymes, a financial technology start up and a global payment platform. Financial terms were not disclosed.
"Under the acquisition agreement, the Paymes team will expand our responsibilities to cover the many markets that PayTabs operates in throughout MENA. We will also be supporting PayTabs with our range of new social commerce products, a sector in which we have considerable experience. Exciting times ahead for webpreneurs in the region," Hasan Jabbrov, Paymes Co-founder and PayTabs Regional Head/Operating Partner.
Aramco is in talks with investors on a $110bn gas project.
Saudi Aramco has started talks with potential backers for its $110bn Jafurah gas development, as the oil producer plans to exploit one of the world’s largest unconventional gas fields.
Bloomberg reported that the state-controlled company is seeking equity investors that could help fund the development of midstream and downstream projects at Jafurah in the east of the kingdom.
Microsoft invests $2bn in London Stock Exchange.
Microsoft agreed to buy a 4% stake worth $2bn in the London Stock Exchange Group, in the latest sign of blurring boundaries between Big Tech and financial firms which have raised some concerns among regulators, Reuters reported.
LSEG said on Monday the deal would bring a "meaningful" upside to revenues after 2025 from selling more of its existing products via Microsoft apps to broaden the customer base, along with better pricing of products, but it declined to give any specific estimates.
PIF in talks to buy United Bank for $600m. (FS)
Public Investment Fund, Saudi Arabia's sovereign wealth fund, is in advanced talks to acquire Egypt's state-owned United Bank in a deal that could be worth about $600m, as the kingdom extends its support for the North African nation, Bloomberg reported.
The $620bn Public Investment Fund would carry out the acquisition through Saudi Egyptian Investment Co unit, which it set up earlier this year to invest in swathes of Egypt's economy.
Siemens Energy is looking for investors, considering SWFs.
Siemens Energy is looking for new investors and is considering the entry of a sovereign wealth fund, adding that Qatar is one candidate.
Siemens Energy covers almost the entire energy value chain – from power generation and transmission to storage. The portfolio includes conventional and renewable energy technology, such as gas and steam turbines, hybrid power plants operated with hydrogen, and power generators and transformers.
Jefferies hires Credit Suisse’s Andrea Donzelli as Italy head. (People)
Jefferies Financial Group has hired Andrea Donzelli, Credit Suisse Group’s Italy chief executive officer, Bloomberg reported.
Donzelli, who was also Credit Suisse's co-head of investment banking and capital markets in the country, will join Jefferies in the first quarter of 2023 as vice chairman and country head of Italy. He will work closely with Mauro Premazzi, the firm’s head of investment banking in Italy.
Kirkland & Ellis M&A partner jumps to private equity firm Triton. (FS, People)
Kirkland & Ellis London M&A partner Tom McCarthy is joining Triton Partners to bolster the private equity firm’s legal team.
McCarthy has been a partner at Kirkland since 2018, having joined the firm in 2012. He is joining Triton in London to strengthen its legal M&A team in the new year.
APAC
Baring Private Equity Asia, an Asian private equity firm, withdrew its offer to acquire a 54% stake in PI Advanced Materials, a manufacturer and distributor of polyimide films, from Glenwood Private Equity, an investment service in Seoul, South Korea, for $1bn.
The move is expected to spark considerable conflict between the two private equity firms over the responsibility for the contract termination.
Boston Scientific, a biomedical/biotechnology engineering firm agreed to acquire a 65% stake in Acotec Scientific, a Chinese medical technology company that offers solutions designed for a variety of interventional procedures, for $523m.
"Acotec is a profitable, fast-growing company with a strong portfolio and innovative pipeline of medical technologies, and we believe this investment will generate growth opportunities for both companies. We expect completion of the partial offer to further strengthen our presence in China and create the potential for commercialization of Acotec products globally, providing an increased number of physicians and patients access to our robust and complementary product portfolios," Art Butcher, Boston Scientific Executive Vice President and Group President, MedSurg and Asia Pacific.
Boston Scientific is advised by Citigroup.
Dalmia Bharat, an Indian conglomerate, agreed to acquire the cement and power businesses of Jaiprakash Associates, an Indian conglomerate company based in Noida, Uttar Pradesh, for $687m.
Dalmia, which has 14 cement plants in 10 states, said the deal was a "significant" step towards reaching 110 mtpa to 130 mtpa capacity by fiscal year 2031, with its current capacity pegged at 37 mtpa.
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