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AMERICAS
Novelis, an industrial aluminum company, offered concessions to address EU antitrust concerns over its $2.6bn bid to acquire aluminum producer Aleris from Apollo Global and Oaktree. The deal was announced in July 2018.
“While we have no definitive information to share at this time, we are exploring a range of options, including potential remedies, with the continued aim of closing the transaction by the end of this calendar year,” Novelis said in a statement.
Deutsche Bank, Moelis & Co and Fried Frank are advising Aleris. Goldman Sachs and Latham & Watkins are advising Novelis.
Heath Freeman, the boss of private equity firm Alden Global Capital, is throwing a wrench into the mega-merger between Gatehouse Media and USA Today owner Gannett. Alden has revealed that MNG Enterprises, the newspaper group he controls, snapped up 9.4% of the stock of New Media Investment Group, which is poised to acquire Gannett.
The SEC filing said MNG might vote down or campaign against the plans to create the largest newspaper publisher in the US.
Gannett is advised by Goldman Sachs, Greenhill & Co, Nixon Peabody, and Skadden Arps Slate Meagher & Flom. New Media Investment Group is advised by Credit Suisse, Jefferies & Company, Latham & Watkins, Cravath Swaine & Moore, and Wilson Sonsini Goodrich & Rosati. Apollo Global Management is providing debt financing.
Trinity Merger, a special purpose acquisition company, and the Broadmark real estate lending companies and management companies entered into a merger agreement for a business combination transaction to create an internally-managed, mortgage real estate investment trust with an expected equity value of $1.5bn.
Under the terms of the merger agreement, Trinity will acquire Broadmark for $1.2bn in total consideration, comprised of 92%, or $1.1bn, in Broadmark Realty stock and 8%, or $98m, in cash.
“Combining with Trinity allows us to create a formidable platform with access to substantial capital in the public markets, which will position the combined entity to leverage significant growth opportunities to rapidly scale our real estate lending business. Moreover, we expect to continue to work with our longstanding and growing network of real estate investors in the private real estate lending markets through the formation of one or more private REITs following the closing of the transaction, which will be organized and externally managed by a subsidiary of Broadmark Realty.”Jeffrey B. Pyatt, Pyatt Broadmark Management President.
Trinity is advised by B. Riley FBR, Gibson Dunn & Crutcher, and Raymond James. Broadcom is advised by CS Capital Advisors and Bryan Cave Leighton Paisner.
AtriCure, a leading innovator in treatments for atrial fibrillation, agreed to acquire SentreHEART, a privately-held developer of percutaneous left atrial appendage management solutions, for $300m.
“We believe that SentreHEART is a strategic addition to AtriCure, significantly expanding our addressable markets with a product designed for electrophysiologists,” said Michael Carrel, President and Chief Executive Officer of AtriCure. “With our pursuit of labeling based on the aMAZE Trial, we are deepening our commitment to provide the broadest possible offering of ablation and left atrial appendage management solutions to our customers and their patients.”
Guggenheim Securities and Goodwin Procter are advising SentreHEART. Piper Jaffray and Pepper Hamilton are advising AtriCure.
Private equity firm Altamont Capital Partners agreed to acquire Topa Insurance Group, a Calabasas, California-based insurance company. Financial terms were not disclosed.
Commenting on the acquisition, William Anderson, Chairman of Topa Equities, noted, "As proud owners of Topa Insurance for over three decades, our family and Board of Directors were most interested in finding the right long-term partner who will continue to grow the business. We believe that Altamont will be an excellent steward of Topa Insurance, and we look forward to collaborating with them in the years to come."
RBC Capital Markets and Sidley Austin are advising Altamont. Dowling Hales and Drinker Biddle & Reath are advising Topa.
BlackRock invested $875m in Authentic Brands Group, owner of a portfolio of iconic and world-renowned brands. BlackRock-backed fund Long Term Private Capital will become the largest investor in ABG and will work closely alongside its management.
“The strategic investment by LTPC is a testament to the success we have had building a leading platform for the ownership and development of brand and media content,” said Jamie Salter, Chairman and CEO at ABG. “We believe BlackRock’s scale, global footprint and digital capabilities will enable us to build out our organization and continue our domestic and international growth trajectory. This investment marks an important and exciting next phase of expansion for ABG.”
Bank of America Merrill Lynch advised BlackRock.
Canada’s largest airline Air Canada raised its offer to buy Canadian tour operator Transat to C$720m ($545m). Transat’s board has recommended that its shareholders approve the deal with Air Canada, which is expected to be completed early next year.
"We are very pleased by the added stability brought about by Air Canada's increased bid as supported by Transat's largest shareholder, Letko Brosseau. We appreciate the time and energy that Air Canada has spent in extensive consultations with our shareholders, in addition to our own efforts, with a view to ensuring the best outcome for all stakeholders. This fully-funded cash transaction is the ideal platform for Transat's continued presence and growth in Montreal. We look forward to joining forces with a proven and successful player in our highly competitive and complex industry," said Jean-Marc Eustache, President and Chief Executive Officer of Transat.
Morgan Stanley is advising Air Canada.
Stryker Corporation, a Fortune 500 medical technologies firm, agreed to acquire TSO3, an innovator in sterilization technology for medical devices in healthcare, for $52m. The purchase price represents a premium of approximately 18%.
R.M. Rumble, President and CEO of TSO3, stated: "TSO3's board of directors and management believe that this transaction provides the best liquidity opportunity for shareholders. Reaching this conclusion is an important step for TSO3 as well as current and future customers, as it will provide the expertise and the financial resources to best help TSO3 achieve its full potential. We look forward towards its successful completion."
Desjardins, Piper Jaffray, Lavery de Billy, Nexsen Pruet and Stikeman Elliott are advising TSO3. Blake Cassels & Graydon and Ropes & Gray are advising Stryker.
Private equity firm Dunes Point Capital invested in Vanguard, a designer and manufacturer of high graphic corrugated displays, retail ready packaging, industrial packaging products and related assembly, logistics and fulfillment services. Financial terms were not disclosed.
Mesirow Financial advised Vanguard. Alvarez & Marsal and Ropes & Gray advised Dunes Point Capital. Churchill Asset Management and Twin Brook Capital Partners provided debt financing.
Dutch health technology company Philips said it has no plans to make an offer to counter German rival Siemens Healthineers’ bid for Corindus Vascular Robotics.
“We did not and do not have plans to acquire Corindus,” Philips said in a statement.
Citigroup and Cadwalader Wickersham & Taft advise Corindus.
Great Pacific Capital Corp, a member of The Jim Pattison Group, offered to take Canfor Corporation, an integrated forest products company based in Vancouver, private for $1.5bn. The proposed offer price represents a premium of 81.8% to the most recent closing price.
Great Pacific, which already owns about 51% of Canfor’s shares, said it has proposed that the offer is structured by way of a “court-supervised statutory plan of arrangement.” In response to the offer, Canfor cautioned its shareholders that the offer is non-binding on Great Pacific and reiterated that there is no certainty of the offer being pursued by Canfor.
Mill Point Capital-backed KKSP acquired Grove Industries, a manufacturer of primarily brass machined metal hose fittings and adapters on automatic screw machines. Financial terms were not disclosed.
“We are extremely excited for the Grove Industries team to be joining KKSP. Grove manufactures a variety of complementary parts, and by combining resources, we can expand upon their strong presence in the hose fittings business with additional capabilities and product line enhancements over time,” noted Dave Dolan, President of KKSP.
Lovell Minnick Partners appoints CFO. (FS) (People)
Lovell Minnick Partners, a private equity firm focused on investments in the global financial services industry, promoted Scott Shebelsky to Chief Financial Officer. Shebelsky joined the firm in 2015 as Vice President of Finance and Chief Compliance Officer.
"Scott has also led important technology-driven initiatives that have helped improve the firm's operational efficiency. His promotion reflects our continued emphasis on further building our senior leadership talent as we continue to grow," Robert Belke, Managing Partner at Lovell Minnick Partners.
Canada's Inter Pipeline confirms it received takeover bid, but not in talks to sell.
Canada's Inter Pipeline confirmed it received an unsolicited takeover bid but said it was not in talks to sell. Inter Pipeline's shares were halted, after a two-day rally sparked by a report of an offer for the oil pipeline and storage company.
"Inter Pipeline confirms that it received an unsolicited, non-binding, conditional and indicative proposal to purchase the company but it is not in negotiations with any third party, nor is there any agreement, understanding or arrangement concerning any such transaction," the company said in a statement.
Rite Aid taps healthcare executive as its new CEO. (People)
Rite Aid named Heyward Donigan as Chief Executive Officer, hoping to use her expertise in managing healthcare companies to stem sales declines at the drugstore chain due to intense competition.
Brick-and-mortar drug retailers have been hit as Americans are increasingly relying on online retailers such as Amazon to buy over-the-counter treatments and as more customers purchase low-cost generic drugs.
Cloudera to give two board seats to Icahn in a settlement. (FS)
Cloudera said it would give two board seats to Carl Icahn as part of an agreement with the activist investor to limit his ownership in the data analytics company to 20%.
Icahn had disclosed a 12.6% stake in Cloudera earlier this month and said he could seek seats on the company’s board. He raised his stake to 18.4% as of Aug. 9.
EMEA
AMS, a leading worldwide supplier of high-performance sensor solutions, made a $4.8bn counteroffer to acquire Osram Licht, a multinational lighting manufacturer, starting a bidding war with private equity firms Bain Capital and Carlyle Group. The offer represents a 19% premium to Osram's stock price.
“The transaction is strategically compelling as it creates the global leader in sensor solutions and photonics for consumer as well as automotive, industrial and medical applications,” said AMS Chief Executive Alexander Everke.
Lazard, Perella Weinberg Partners, Freshfields Bruckhaus Deringer and Gleiss Lutz are advising Osram. PricewaterhouseCoopers, Bank of America Merrill Lynch, HSBC, UBS, Herbst Kinsky, Linklaters, Schellenberg Wittmer and Brunswick Group are advising AMS. Credit Suisse, Goldman Sachs, JP Morgan, Macquarie Group, Kirkland & Ellis, Camarco and FTI are advising Bain and Carlyle.
Private equity firm BC Partners agreed to acquire a 50% stake in Advanced Computer Software, the third largest enterprise software in the UK with a focus of midsized clients, from Vista Equity Partners. The terms of the deal were not disclosed, however its value is rumored to be approximately £2bn ($2.4bn).
“This investment is an exciting development for Advanced. Today’s business leaders are under constant pressure to innovate, in order to sustain a competitive advantage. Vista and BC Partners share our vision for the future and will work to support our growth, benefitting our customers through continued improvement of our cloud-based software solutions and extending our offering through M&A and further innovation,” said Gordon Wilson, CEO, Advanced.
Private equity firm Aurelius acquired the Armstrong ceiling tiles and grids businesses of Knauf, a German building material company. Financial terms were not disclosed.
Fritz Seemann, Member of Aurelius’ Executive Board, commented: “This is an exciting company, which produces high-quality products that are well regarded and widely used across its 11 markets. Our status as a pan-European investor positions us well to offer the new standalone business the support it needs across the multiple countries in which it operates. Similarly, our extensive experience working with businesses in the manufacturing space, as demonstrated in our recent successful exit from Solidus Solutions, makes Aurelius a fantastic partner for the company’s next stage of development. We look forward to working with the management team to share this expertise and establish this company as an independent entity, ready to take advantage of the opportunities that exist within its marketplace”.
Eversheds, Linklaters and KPMG advised Aurelius. PricewaterhouseCoopers and Freshfields Bruckhaus Deringer advised Knauf.
Ribble Fuel Oils, a fuel supplier, was sold to Aim-listed NWF Group, a specialist agricultural and distribution business delivering feed, food and fuel across the UK. Financial terms were not disclosed.
Richard Huxley, managing director at NWF Fuels, said: "Over the years David and his team have built a business with a strong geographic presence and customer service ethos and I am delighted that we have acquired a business with the strong reputation of Ribble Fuel Oils."
MHA Moore and Smalley and Harrison Drury advised Ribble Fuel Oils. Dow Schofield Watts advised NWF.
Martin Sorrell’s new advertising vehicle S4 Capital acquired influencer agency IMA for £9m ($11m), combining it with its content arm MediaMonks to bolster production output.
“This merger is yet another example of our focus on top-line growth,” Sorrell said. “Influencer marketing is an important sub-set of the digital content marketing industry and is predicted to double in size over the next three years.”
Powerscourt is advising S4 Capital.
Macquarie’s Green Investment Group, a leading sponsor of offshore wind projects, agreed to acquire a 40% stake in East Anglia One offshore wind farm from Iberdrola, a Spanish energy firm. Financial terms were not disclosed.
Edward Northam, Head of GIG Europe, said: East Anglia ONE is a world-class development delivering a huge range of benefits to communities across the UK, and I’m delighted that GIG is partnering with ScottishPower Renewables and the Iberdrola group on the project."
Palatine-backed Lucion Services, a testing, inspection and certification firm, acquired Askams Compliance Services, a provider of full-range asbestos management, surveying, and testing. Financial terms were not disclosed.
Jamie McGivern, Chief Financial Officer at Lucion, says: “Our new relationship with Askams highlights the highly ambitious attitude which runs throughout the firm, in line with our strategy of combining organic and acquisitive growth. With the Askams team coming on board, we will be able to offer our clients the same incredible services that they’ve become accustomed to at an even quicker rate. The new offices also allow us to reduce travelling time when reaching certain clients, which will also positively impact our environmental targets.
Sweco, a European engineering consultancy company, signed an agreement to acquire the rail infrastructure engineering and consulting services business from NRC Group. With this acquisition, Sweco becomes the leading, full-service railway design expert in Finland, while at the same time reinforcing the position in Sweden. Financial terms were not disclosed.
The acquisition brings 320 new railway design experts to Sweco, located in Finland and Sweden. In Finland, Sweco takes a market-leading position within railway design engineering and becomes one of the most significant players in the market in the fields of infrastructure, mobility, and urban planning. Adding high-quality competence will also strengthen Sweco’s market-leading position in Sweden. With this acquisition, Sweco reinforces its status as a leading railway design expert in Northern Europe with more than 1.2k rail and light rail professionals.
“We continue to deliver on our growth strategy with the ambition to become a market leader in all of our key markets. With the acquisition, we strengthen our offering in a segment with high investment needs and a strong market. There is an excellent match of competences, and I am happy and proud to welcome all of our new colleagues to Sweco,” Åsa Bergman, Sweco President, and CEO.
Barak Capital and Leader Underwriters have made a NIS630m ($181m) offer to Eduardo Elsztain's IDB Development on behalf of private investors and institutions.
After Eduardo Elsztain was forced to relinquish hopes of retaining control of Clal Insurance Enterprises Holdings, last week, as the board of directors of IDB Development received an offer from Barak Capital and Leader Underwriters to buy the controlling stake in the insurance company.
Russian authorities announced their intent to investigate the Rostelecom, DataLine deal. The talks between the two companies were announced in January 2019. Financial terms were not disclosed.
SSE confirms talks with OVO to sell energy retail business.
British energy supplier SSE reported that it was in talks with OVO Group about the sale of its retail energy arm which serves 5.7m households in Britain.
"These discussions are continuing. However, no final decisions have been taken, and no agreements regarding the terms of any transaction have been entered into," SSE said in a statement.
Thyssenkrupp puts units up for review due to cash drain.
Struggling German conglomerate Thyssenkrupp, whose shares hit a fresh 16-year low, put three underperforming businesses under review last week, hoping this will ease pressure on the group’s cash flow.
The new plans come in addition to a planned sale or listing of its elevators division, by far its most profitable business. The three units put up for review - Springs and Stabilizers, System Engineering and Heavy Plate - account for 4%, or €1.7bn ($1.9bn), of group sales but a quarter of cash outflow this year.
Saudi Aramco is ready for IPO.
Saudi Aramco is ready for its initial public offering, but its sole shareholder will decide the timing for the deal, the Saudi government said.
“We will announce (the IPO) depending on their (the government’s) perception on what would be the optimum market condition,” Khalid al-Dabbagh, senior vice president of finance, strategy, and development, told an earnings call.
Abu Dhabi's Etihad will not express interest in reinvesting in Jet Airways.
Abu Dhabi's Etihad Airways said it would not express interest in reinvesting in India's bankrupt Jet Airways because of unresolved issues concerning the Indian airline's liabilities.
Etihad acquired a 24% stake in Jet in 2013, at a time when the Indian airline needed significant financial support, but since then the Abu Dhabi-based airline has been seeking "advanced solutions" to help resolve issues facing Jet.
"Etihad remained engaged in the process, but despite the endeavors of everyone involved there remained very significant issues relating to Jet's previous liabilities," it said.
WPP looking to expand through acquisitions.
WPP, a British multinational advertising and public relations company, is looking to expand through acquisitions after a long spree of disposals.
"The emphasis will shift to investment and acquisitions," Chief executive Mark Read said. "There's nothing material we're looking at, but philosophically we do think acquisitions will play a role in the strategy in future. It's about reshaping the portfolio."
SuperDrob to spend increased profits on acquisitions.
SuperDrob, a Polish poultry company, announced that its profits will surpass PLN1.5bn ($387m) this year and that it intends to spend them on acquisitions. The company will also expand its production capabilities.
Hidroelectrica to acquire assets in Romania.
Hidroelectrica, a Romanian power generation company, is considering buying Romanian assets of CEZ, an electric power distribution company. The firm is currently hiring advisors to assist on the deal.
Bolton Wander takeover suspended by Laurence Bassini court order.
Bolton Wanderers' takeover by Football Ventures has been suspended after Laurence Bassini, who previously tried to buy the club, was awarded a court order blocking the sale.
"It is with a combination of outrage and disgust that I have to inform Bolton fans that the deal to sell the club has been temporarily suspended in the last hour," said Bolton's joint administrator Paul Appleton.
Mobileye's Amnon Shashua in talks to join Marius Nacht's New Digital Banking Venture.
Nacht, the co-founder of cybersecurity company Check Point, submitted a request for a banking license and a business plan for establishing a digital bank in January. Amnon Shashua, the co-founder and CEO of automotive chipmaker Mobileye, is in advanced talks to join the new digital banking venture of Marius Nacht, Calcalist reported.
The digital bank will be headed by Shuki Oren, previously the accountant general of the Israeli Ministry of Finance.
eve Sleep in early talks to acquire Simba.
eve Sleep, a direct to consumer sleep wellness brand operating in the UK, Ireland, and France, is in very early-stage discussions regarding the potential merger of Simba, a rival mattress retailer.
If it proceeds, the potential transaction may constitute a reverse takeover under the AIM Rules and if so would require the publication of an admission document in respect of eve as enlarged by the acquisition and the consent of eve shareholders in a general meeting.
APAC
KKR agreed to acquire majority interest in NVC Lighting’s China Lighting Business, a leading lighting company in China, for $794m.
Paul Yang, Member and Head of KKR Greater China, said, “China’s lighting market has experienced tremendous momentum over the past 20 years and continues to develop as technology advances and next generation products come online. NVC China is an industry leader with an extensive distribution network, well-known brand name and strong product design capabilities. We look forward to working together with NVC China’s talented management team to support their long-term growth plan, as well as contributing to the overall development of China’s lighting industry and deepening KKR’s commitment to the market.”
Fangda Partners, Kirkland & Ellis and Paul Weiss Rifkind Wharton & Garrison advised KKR. Deloitte and Freshfields Bruckhaus Deringer advised NVC.
Saudi Aramco, a Saudi Arabian national petroleum and natural gas company, agreed to acquire a 20% stake in Oil to Chemicals arm of Reliance Industries, India’s largest private sector company, at a $75bn valuation.
Mukesh Ambani, Chairman and Managing Director of Reliance Industries said “I am truly delighted to welcome Saudi Aramco, one of the largest business enterprises in the world, as a potential investor in our Oil to Chemicals division. We have a long-standing crude oil relationship with Saudi Aramco and we would be happy to see this further strengthened with this investment. Saudi Aramco’s interest is a strong endorsement of the quality of our assets and operations as well as of the potential of India.”
Nine Entertainment, an Australian publicly listed media company, offered to take full control of Macquarie Media, an Australian media company, operating radio stations nationally, for $77m.
“The acquisition of Macquarie Media consolidates Nine’s position as the leading provider of news and current affairs content across all of the key platforms – television, digital, print and now radio,” said Hugh Marks, CEO of Nine.
Jefferies and Ashurst are advising Nine.
Temasek acquired D’Crypt, a security system supplier in Singapore, from StarHub, one of the three major telcos in the Republic of Singapore, for $72m.
Peter Kaliaropoulos, Chief Executive of StarHub, said, “In providing advanced digital security solutions to enterprise clients, cybersecurity and cryptography are complementary capabilities. Consolidating such domain expertise allows Ensign to project unrivalled market leadership, accelerate the development of capabilities, fuel its business growth and expand regional reach. We are excited that through this strategic alignment, StarHub will be able to tap on the combined expertise of both entities to create competitive advantage for our enterprise, 5G and IoT offerings, and enable our corporate clients to benefit from digital transformation.”
TPG-backed PE firm Northstar to launch up to $900m fifth fund this year. (FS)
TPG-backed private equity firm Northstar Group is going to hit the market later this year for its fifth fund, DealStreetAsia reported.
Since its founding in 2003, the Northstar Group has raised four private equity funds and invested in more than 30 companies across the banking, insurance, consumer/retail, manufacturing, oil and gas, coal and mining services, technology, telecom, and agribusiness sectors. The Northstar Group has invested over $3bn with its co-investors in the Southeast Asian region.
Accolade to offload the Stanley Winery to Duxton. (FS)
Carlyle Group-backed Accolade, a major global wine business with headquarters in South Australia, is set to offload the Stanley Winery to Duxton. Duxton, which is already a “significant customer” of the Stanley Winery, will continue to use the site for wine production and storage, according to a statement from Accolade.
Duxton Group chairman, Edouard Peter, said: “This transaction cements Duxton’s presence in the region and will hopefully show that Duxton is committed to the long-term prosperity of the Sunraysia region.”
Myanmar's ride-hailing startup Oway looks to raise funds.
Oway, Myanmar's largest online travel and ride-hailing company, is in the market to raise capital to ramp up its expansion across the country, the firms CEO said.
Meesho raises $125m round led by Naspers. (FS)
Meesho, an online marketplace that is revolutionizing e-commerce for Indian entrepreneurs and consumers, announced the closing of a $125m fundraise led by Naspers, with participation from Facebook and existing investors SAIF, Sequoia, Shunwei Capital, RPS and Venture Highway. Former Vodafone Group CEO Sir Arun Sarin also participated in the round.
"I am particularly proud that Meesho has cut across gender, education levels, risk appetites, and vocations to create livelihoods for people with no investment of their own. Our social sellers are small retailers, women, students, and retired citizens, with 70% being homemakers who have found financial freedom and a business identity without having to step outside their homes," said Vidit Aatrey, Meesho Co-Founder and CEO.
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