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AMERICAS
Pernod Ricard, which produces and markets alcoholic beverages, agreed to acquire Castle Brands, which wholesales alcohol beverages, for $223m. Under the terms of the merger agreement, which has been unanimously approved by the Castle Brands Board of Directors, Castle Brands shareholders will receive $1.27 in cash for each outstanding share of Castle Brands common stock they own.
“Through this acquisition, we welcome this great brand portfolio, in particular, Jefferson’s bourbon whiskey, to the Pernod Ricard family. Bourbon is a key category in the US, which is our single most important market. This deal aligns well with our consumer-centric strategy to offer our consumers the broadest line-up of high-quality premium brands. As with our American whiskeys Smooth Ambler, Rabbit Hole, and TX, we would provide Jefferson’s a strong route to market and secure its long-term development, while remaining true to its authentic and innovative character.” Alexandre Ricard, Chairman and Chief Executive Officer of Pernod Ricard.
Houlihan Lokey, Perella Weinberg Partners and Holland & Knight advised Castle Brands. Bank of America Merrill Lynch and Debevoise & Plimpton advised Pernod Richard. Sullivan & Cromwell advised Houlihan Lokey and Perella Weinberg Partners.
Apollo Global Management and Athene Holding agreed to acquire PK AirFinance, a leading aircraft lending business that serves airlines, aircraft traders, lessors, investors and financial institutions globally with loans to borrowers in more than 40 countries, from the financial services arm of General Electric. Financial terms were not disclosed.
Alec Burger, GE Capital President & CEO, said, "Apollo's vast lending experience, complementary platforms, and exceptional track record across diversified assets and geographies make it the ideal partner to accelerate PK AirFinance's growth. This sale is aligned to GE Capital's overall strategy to become smaller and simpler, and our commitment to reducing our assets by $10bn in 2019 is now more than halfway complete. We continue to focus on shrinking GE Capital's balance sheet, achieving a debt-to-equity ratio of less than 4x by 2020, and supporting GE Industrial growth through our remaining GECAS, Energy Financial Services, and Industrial Finance businesses."
Citigroup, Goldman Sachs, Clifford Chance, and Paul Weiss Rifkind Wharton & Garrison advised GE. RBC Capital Markets advised Apollo. RBC Capital Markets, Citigroup and Mizuho Securities provided debt financing.
Temenos, the banking software company, agreed to acquire Kony, a cloud-based provider of mobility, omnichannel and internet-of-things systems and services, for $559m.
Max Chuard, Chief Executive Officer, Temenos, said: "The acquisition of Kony, the US #1 digital banking SaaS company is highly strategic and will allow us to grow both our US and our digital front office business faster, while being highly accretive and synergistic to the rest of our business."
Davis Polk is advising Temenos. Willkie Farr & Gallagher is advising Kony.
First Midwest Bancorp, the main banking subsidiary of First Midwest Bancorp, agreed to acquire Bankmanagers Corp and its wholly-owned subsidiary, Park Bank, for $195m. The merger agreement provides for a fixed exchange ratio of 29.9675 shares of First Midwest common stock, plus $623.02 in cash for each share of Bankmanagers Corp.
David Werner, President and CEO of Park Bank, will lead the Milwaukee and southeast Wisconsin market for First Midwest. “First Midwest’s mission of helping its customers achieve financial success is aligned with our client-first approach,” said Werner. “Joining First Midwest will enable us to both continue and enhance our commitment to relationship-banking as well as offer our customers a broader array of products and services. First Midwest is very familiar with the Milwaukee market, and we look forward to becoming part of the First Midwest family.”
Stephens and Barack Ferrazzano Kirschbaum & Nagelberg are advising Park Bank. Sandler O'Neill + Partners and Chapman and Cutler are advising First Midwest Bancorp.
WSP Global, a Canadian business providing management and consultancy services, agreed to acquire Ecology and Environment, an environmental consulting services company, for $65m. Under the terms of the agreement, E & E’s shareholders will receive $15 in cash, and a special dividend of up to $0.50, for each share of Class A and Class B common stock they own.
“The Board is pleased to have approved a transaction that delivers significant value to E & E’s shareholders and also allows our outstanding professionals to be part of WSP, a leading global firm which is dedicated to serving our clients in solving their environmental needs. The cultural fit and vision of the two organizations combined with achieving more than a 52% premium for our shareholders achieves the Board’s objective of providing value and opportunities for all of our constituents,” said Marshall Heinberg E & E’s Executive Chairman.
Baird and Cleary Gottlieb Steen & Hamilton advised Ecology and Environment.
BAYADA Home Health Care, a leading provider of in-home health care and support services, acquired Visiting Nurse Association Health Group, a New Jersey-headquartered nonprofit provider for more than 107 years of home-based health services. Financial terms were not disclosed.
“By joining forces with VNA Health Group, we will expand access to quality care made possible through our operational and clinical expertise and help to improve patient outcomes for our strategic health systems partners,” said BAYADA CEO David Baiada. “Dr. Landers is a proven leader in the home health care industry; the addition of his leadership, clinical excellence and innovative solutions will help us further propel our organization and build out our home health, hospice and physician services.”
Lowenstein Sandler and Foros advised Visiting Nurse Association Health Group. Ballard Spahr advised BAYADA Home Health Care.
Diversified Gas & Oil, the US-based owner and operator of natural gas, natural gas liquids, and oil wells as well as midstream assets, acquired Ohio natural gas development, production and exploration assets from EdgeMarc, an oil and gas exploration, production, and distribution services provider, for $50m.
Rusty Hutson, CEO of Diversified Gas & Oil commented: "We are excited about the opportunity to bring these highly productive and complementary wells into our geographically concentrated and highly efficient Northern operations and at an attractive purchase price relative to their current cash flow and PV10 values. The wells are consistent with our acquisition strategy in terms of adding high-quality, long-life assets to the portfolio. We are acquiring these wells at a fraction of the cost incurred to develop them and yet given their long-life nature, we will reap the margin-enhancing benefit from them for years to come. Further, the value added to this transaction from the zero-cost capital outlay for the DUCs makes this acquisition even more attractive to DGO."
Stifel, Mirabaud Securities, Cenkos Securities and Buchanan are advising Diversified Gas & Oil.
Dentsu Aegis Network, a multinational media and digital marketing communications company, acquired MuteSix, a top digital performance agency and one of the world’s largest direct-to-consumer marketing agencies. MuteSix will join iProspect, a leading global digital performance agency. Financial terms were not disclosed.
“iProspect is one of the top performance marketing agencies in the world and a proven leader when it comes to innovation in the industry. We truly have the same DNA,” said MuteSix CEO Steve Weiss. “Together with iProspect, MuteSix is able to service the best direct-to-consumer brands on a global scale, extending our capabilities and offerings to provide solutions to clients beyond Facebook and Google.”
Canaccord Genuity advised MuteSix.
Greyhawk Capital Management-backed Foley sold Foley Business Capital, a leader in the freight factoring industry, to Vero Business Capital, a leading transportation factoring provider. Financial terms were not disclosed.
Foley Holdings' Chief Executive Officer Joel Sitak remarked, "Today's announcement marks a significant milestone for Foley Holdings, Foley Business Capital and Vero, creating value for our shareholders and representing an outstanding opportunity for Foley Business Capital employees to join a leading company in the Factoring sector. We are confident it will continue to thrive under Vero leadership."
Hovde Group and Goodwin Procter advised Foley.
Curbell Plastics, one of the nation’s premier distributors of performance plastic sheet, rod, tube, film, adhesives, sealants, and prototyping materials for manufacturing, acquired Texas-based Nationwide Plastics, a full-service distributor with extensive plastic part fabrication and precision machining capabilities. Financial terms were not disclosed.
“Nationwide Plastics was an excellent fit for Curbell because we share so much in common,” said Gerry Helbig, president of Curbell Plastics. “Once we spent time with their team and saw how they operated, it was clear the Nationwide team shares our emphasis on providing timely service, plus the exceptional value that comes from deep industry expertise and technical application knowledge. That’s why we’ve both been around for such a long time — Curbell dates back to 1942, and Nationwide began in 1979 — and that’s why we’re now even stronger together.”
Downhole Technology, the leading manufacturer of high-quality, composite frac plugs used in plug-and-perf multizone fracturing operations, and Resource Well Completion Technologies, a leading innovator and developer of market-leading technologies, agreed to merge into The WellBoss Company. Financial terms were not disclosed.
“This is an incredible opportunity to combine two highly-successful, innovative businesses,” said Jeff McNamara, President of Downhole Technology. “WellBoss will be better positioned to increase the velocity of new completion solutions to the market, thereby increasing the value we offer for our oil and gas partners around the world. Our intense focus on solving the oil and gas industry’s completion challenges combined with an execution mindset will separate us from the competition and better serve our customers.”
NGP, a premier private equity firm, invested $100m in Wing Resources, a Permian Basin focused mineral and royalty acquisition company.
"NGP is excited and grateful to partner with the Wing IV team," said James Wallis, Partner at NGP. "We are thrilled to work again with such an energetic, disciplined and skilled company and are pleased to continue the partnership. We respect the dynamic culture, entrepreneurial instincts, and market vision that will position Wing IV for success."
Cegedim, an innovative technology and services company, sold its wholly-owned subsidiary Pulse Systems to CareTracker, an affiliate of N. Harris. Financial terms were not disclosed.
As part of a group with a solid foundation in North America, Pulse will have all the resources it needs to successfully pursue its development. The deal will allow Cegedim to focus its efforts on Europe and the UK, and to improve its financial position.
Doxim, the leading customer communications and engagement technology provider serving financial and regulated markets, acquired Utilitec, a customer communications management solutions provider. Financial terms were not disclosed.
“Joining Doxim opens up many exciting possibilities for the Utilitec team, our clients, and our partners,” said Gary Zavislak, President of Utilitec. “Like Utilitec, Doxim has built a reputation for excellence in business-critical, high-volume customer communications. Our solutions will dovetail neatly with their existing technologies, providing our clients with enhanced knowledge, capabilities, and SaaS solutions available from one trusted vendor. And perhaps most importantly, Doxim’s investment in Utilitec will mean an accelerated pace of innovation to better serve the evolving needs of our clients.”
Elevate Capital-backed Garden Bar acquired Evergreens, a health food company. This new partnership will combine Garden Bar and Evergreens resources to support 350 employees in Oregon and Washington at 26 locations, with three more forthcoming. Financial terms were not disclosed.
"This is not your typical company exit," says Ana Chaud, Founder and CEO of Garden Bar since 2014. "I still have a lot to contribute to our partnership with Evergreens and I will stay on as the Vice President of Brand Development for Evergreens."
Investors are skeptical towards $200bn Altria, Phillip Morris merger.
FT reported that the talks about a $200bn merger between Altria and Philip Morris International have run into skepticism among investors, threatening to undermine the plan to reunite the tobacco giants behind the Marlboro brand. Shareholders of both companies are unconvinced of the benefits of combining the firms.
"PMI has a premium rating because of their investments, technology and strategy to lead the industry transition away from combustible tobacco," said a portfolio manager at one large asset manager which owns shares in PMI. "A merger with Altria would dilute this strategy significantly and comes with few synergies."
Third Point to pay $600k to settle allegations over DowDuPont stake. (FS)
Reuters reported that Third Point agreed to pay more than $600k to settle allegations the hedge fund failed to properly file for antitrust clearance when it bought DowDuPont stock two years ago.
The hedge fund allegedly bought too much DowDuPont stock too quickly, failing to make the required Hart-Scott-Rodino filings or observe a required waiting period. The hedge fund could have faced much higher penalties but the Justice Department said it reduced the fine because the "violation was inadvertent."
Philip Rinaldi looking to buy the Philadelphia refinery.
Philip Rinaldi, the former chief executive officer of Philadelphia Energy Solutions, is looking to acquire the 335k barrel-per-day PES refinery, which closed after a June fire. Financial terms of the potential deal were not disclosed.
"We can reinvigorate the site as an economic juggernaut that generates billions of dollars of revenue and provides thousands of high-paying jobs for our skilled professional and labor workforce," Rinaldi said in the statement.
Callaway to sell TopGolf stake sooner than expected.
Callaway, an American global sporting goods company, is expected to sell TopGolf stake, a global sports entertainment community headquartered in Dallas, sooner than expected after omitting words about the franchised party venue's long-term value in a slide deck published ahead of this week's anticipated investor roadshow.
Callaway Golf currently has a roughly 14% stake in TopGolf.
EMEA
The European Union antitrust regulators are set to approve Novelis' $2.6bn acquisition of Aleris, an aluminum rolled products producer, based in Beachwood, Ohio. Novelis, a world leader in aluminum rolling and recycling, announced the deal in July 2018. Novelis agreed to sell Aleris’ Belgian plant to address European Commission worries that the deal may reduce competition and lead to higher prices, hitting carmakers in particular.
“We are working constructively with the European Commission with the continued aim of closing the transaction by the end of this calendar year. We have no additional comment at this time,” Novelis said.
Deutsche Bank, Moelis & Co, and Fried Frank are advising Aleris. Goldman Sachs and Latham & Watkins are advising Novelis.
DIC, one of Japan's most diversified chemical companies, agreed to acquire BASF Colors and Effects, BASF’s global pigments business, for €1.15bn ($1.3bn). The acquisition will broaden DIC’s portfolio as a global manufacturer of pigments, including those for electronic displays, cosmetics, coatings, plastics, inks, and specialty applications, by creating a world-class pigments supplier that offers customers an even wider range of versatile solutions.
“Our acquisition of BASF Colors and Effects brings together complementary resources and expertise of two recognized leaders in innovation, product stewardship, regulatory leadership, application support, and manufacturing.” Kaoru Ino, DIC President and Chief Executive Officer.
White & Case and Morgan Stanley served as advisors to DIC.
PZ Cussons, a major British manufacturer of personal healthcare products and consumer goods, agreed to sell Luksja, a Polish personal care brand, to Sarantis Group, an Athens-based personal care company. Financial terms were not disclosed.
Alex Kanellis, CEO of PZ Cussons said: "Luksja is a great fit with Sarantis's portfolio and I would like to thank the Luksja team for their important contribution to the development of PZ Cussons Poland in recent years."
Instinctif Partners advised PZ Cussons.
Deca Investments, an alternative investment fund manager, agreed to buy Minerva, a Greek food business, from PZ Cussons, one of the largest international consumer products groups, for $50m.
"The sale of Minerva provides additional proceeds to continue to drive our strategy forward. Deca is an excellent partner for Minerva's future growth prospects, and I would like to thank the Minerva team for their hard work and dedication during their time with us and wish them every success in the future." Alex Kanellis, CEO PZ Cussons.
Instinctif Partners advised PZ Cussons.
Pilgrim’s Pride Corporation, a Brazilian-owned, multi-national food company, agreed to acquire Tulip, a leading, integrated prepared foods supplier with 12 fresh and value-added operations in the United Kingdom, from Danish Crown, a Danish food processing company, for £290m ($354m).
“We are pleased to strengthen our European foods platform with the acquisition of Tulip Limited, which positions Pilgrim’s as a leading global prepared foods player,” said Jayson Penn, Pilgrim’s global chief executive officer. “The transaction represents the logical next step in our evolution to expand our geographical footprint, enhance our value-added portfolio and reduce volatility across our business with a more stable margin profile. Tulip Limited’s integrated production platform, consumer-ready innovation capabilities, well-invested assets, established customer relationships and strong leadership team will solidify Pilgrim’s platform for growth in the attractive UK market.”
SiccaDania, an industrial equipment supplier in Birkerød, Denmark, acquired the assets of Van Tongeren-Kennemer, a machining manufacturer in Beverwijk, Netherlands. Financial terms were not disclosed.
“The acquisition of VTK is an excellent step for the SiccaDania Group to continue its path towards a market-leading position in the global starch and protein industry’’ says SiccaDania’s CEO Soren Rasmussen.
Football Ventures acquired Bolton Wanderers Football Club, a professional football club in Bolton, Greater Manchester, England, as part of the club's rescue plan. Financial terms were not disclosed.
Football Ventures said it is excited to begin restoring the football club to its rightful position, securing its future for the fans, the loyal club staff, and the players.
innogy Polska took full control of Foton Technik, a Polish renewable energy equipment company. The firm acquired a 50.4% in Foton in 2016 and now increased its holding to 100%. Financial terms were not disclosed.
"We predict that the solar industry in Poland will continue to grow dynamically. This is clearly indicated by the ever-growing interest of customers in renewable energy sources and the increasing availability of support programs as well as attractive commercial loans offered for this type of investments," says Janusz Moroz, board member innogy Polska.
Linde, the world’s biggest industrial gases group, agreed to buy a 10% stake in Hydrospider, a Swiss producer and supplier of hydrogen derived from renewable energy sources. Financial terms were not disclosed.
“The participation offers Linde the opportunity to actively shape one of the most attractive endeavors for green hydrogen and emission-free mobility in Europe,” Jens Waldeck, head of central Europe at Linde’s Gases division.
ClearCourse Partnership, which designs and develops enterprise software, acquired BrightOffice, a SaaS company providing hosted, enterprise CRM software solutions to many different business sectors. Financial terms were not disclosed.
“BrightOffice is a terrific addition to ClearCourse as we continue to build our presence in the CRM and business services sectors. It is an expansive range of solutions catering to the business management sectors presents great opportunities to realize operational synergies with the other partnership companies, particularly around the provision of payments systems and data validation. We’re excited that BrightOffice has chosen us as a partner to achieve its ambitious growth plans, and we look forward to working with Paul and his team to make them a reality.” Gerry Gualtieri, ClearCourse CEO.
Saudi Aramco proposes a two-stage IPO.
WSJ reported that Saudi Aramco is considering a plan to split the world’s largest IPO into two stages, debuting a portion of its shares on the Saudi stock exchange later this year, and following up with an international offering in 2020 or 2021. The company is leaning toward Tokyo as the venue for the second phase of its proposed plan.
Saudi Arabia’s state oil giant, also known as Aramco, revived plans to sell 5% of its stock in an initial public offering earlier this month aimed at funding Saudi Arabia’s efforts to diversify its economy beyond oil.
CityFibre looking to bid for Talk Talk's FibreNation.
Goldman Sachs-backed CityFibre, a British broadband operator, is looking to bid for a stake in Talk Talk's FibreNation. TalkTalk launched FibreNation last year and said it would connect 60k more homes in northern England with fiber, underlining its ambition to build its own ultrafast network.
Talk Talk's shares were up more than 3% following the report.
Permira-backed TeamViewer to go public. (FS)
Permira-backed software company TeamViewer announced plans to go public on the Frankfurt Stock Exchange by the end of the year. The offering could be one of Germany's largest listings since 2017, with the expected valuation of approximately $5bn.
Carlyle Group considers listing Addison Lee. (FS)
Carlyle Group is considering a stock market listing of Addison Lee, a London-based private hire taxi company. Carlyle would sell the company into a special purpose acquisition company, a firm that’s floated in an initial public offering in order to raise funds for a deal. Addison Lee would take on the public listing in New York after the takeover is completed.
Vestas sold a majority stake in three wind power plants in Romania.
Vestas sold an 80% majority stake in three wind power plants in Romania for $150m to an undisclosed buyer. Closing of the transaction is expected to take place within eight to ten weeks. The transaction is subject to certain closing conditions, including approval by the Romanian Competition Council.
Ferit Sahenk to sell $890m in assets.
Turkish billionaire Ferit Sahenk is looking to sell $890m worth of assets as part of an ongoing effort to satisfy a debt-restructuring deal struck with banks earlier this year.
“We are determining the assets to be sold by making sure that we don’t weaken our position in the sectors that we have operations in,” Mr. Sahenk said. “We are keeping our focus on our core businesses. We have observed significant improvements in our cash flows and EBITDA figure this year and had savings of $83m in a short period of time in the group.”
APAC
Axiata, a Malaysian telecommunications company, said its planned merger with Norwegian telecom peer Telenor is on the right track after local media reported the deal might have hit a snag. The company said that the deal talks are expected to conclude in November.
“We want to make sure we protect our national and staff interests. That doesn’t mean there are hiccups or issues,” said Axiata Group Chief Executive Officer Jamaludin Ibrahim, adding he was optimistic the deal would succeed. “This is the single biggest M&A in 20 years in the whole region except North Asia. This is huge, unheard of. It’s not about problems, it’s about complexity.”
Citigroup is advising Telenor. Morgan Stanley is advising Axiata.
IIFL Wealth, the wealth management business of IIFL group, agreed to acquire L&T Capital Markets, a wealth management services firm, from L&T Finance Holdings, a financial holding company. Financial terms were not disclosed.
IIFL Wealth expects the acquisition to strengthen further its platform for serving high net-worth and ultra-high-worth families.
“This team brings product innovation, geographical spread, and client assets of more than INR240bn ($3.3bn). While most of our growth over the years has been organic, we have also successfully aligned with the right partners in the business in the past. Going forward, our combined effort will further strengthen our reach and offerings for the high net worth and ultra-high net worth clients across India,” Karan Bhagat, Founder, MD & CEO, IIFL Wealth Management.
JM Financial advised L&T Finance Holdings.
Melco's $810m acquisition of Crown Resorts halted by a criminal investigation.
Australian businessman James Packer suspended the $810m partial sale of his casino company Crown Resorts to Hong Kong's Melco Resorts & Entertainment, a developer, owner and operator of casino gaming and entertainment resort facilities, pending an investigation into alleged criminal activity at its Australian operations. The company is now at risk of losing its license to operate a casino in Sydney, following allegations aired last month by the Nine Network, the Sydney Morning Herald and the Melbourne Age newspaper that it had partnered with criminal syndicates to bring rich Chinese gamblers to Australia, according to a Reuters report.
The Independent Liquor and Gaming Authority of New South Wales state said it was investigating the media allegations that Crown had engaged in money-laundering, breached gambling laws and partnered with tour operators linked to organized crime.
Centurion, one of the biggest and most reputable logistics and transport companies in Australia, agreed to acquire Regal General Transport, a general freight services provider, from K&S Corporation, a provider of transport and logistics solutions. Financial terms were not disclosed.
“Centurion’s business is focussed on Australia’s resource-rich areas, so we possess comprehensive knowledge and understanding of Regal’s Pilbara and Kimberley-focussed business, customers and routes,” Justin Cardaci Centurion CEO.
Hong Kong Monetary Authority acquired a 25% stake in Wynyard Place for $303m. (FS)
Hong Kong’s currency board and de facto central bank, Hong Kong Monetary Authority acquired a 25% stake in Sydney’s Wynyard Place development for $303m. The acquisition was carried out by AMP Capital, which is an existing investor in the $1.2bn project, on behalf of the HKMA.
The Sydney-headquartered global investment manager already owns nearly 50% of Wynward Place, after it bought a 25% stake through its Wholesale Office Fund and another 24.9% stake on behalf of its client UniSuper last year from global fund investor and developer Brookfield.
Chinese logistics startup Cortp raised Series C funding. (FS)
Chinese logistics startup Cortp raised a Series C funding round led by US-China Green Fund and Lantern Venture. Offering recyclable packaging solutions for its customers through an IoT-based logistics sharing platform, Cortp said it would use the funding to further develop the cloud-based platform, which will enhance the smart packaging embedded in the entire supply chain.
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