AMERICAS
Clarivate, a global firm in providing trusted information and insights to accelerate the pace of innovation, agreed to acquire ProQuest, a global software, data and analytics provider to academic, research and national institutions, from Cambridge Information Group, a family-owned investment firm, for $5.3bn. The transaction, which is subject to customary closing conditions, including regulatory approvals, is expected to close during the third quarter of 2021.
"Clarivate and ProQuest are highly complementary businesses, each with a rich and storied heritage. We share the goal to accelerate innovation through research and knowledge sharing and together we will enable our customers to solve the world's most complex challenges with content dating back centuries, and technologies that address the needs of 21st century customers," Jerre Stead, Executive Clarivate Chairman and CEO.
Clarivate is advised by Evercore and Davis Polk & Wardwell. ProQuest is advised by Goldman Sachs, UBS Investment Bank and Morgan Stanley and Fried, Frank, Harris, Shriver & Jacobson. Debt financing is provided by Citigroup and Goldman Sachs.
AT&T-backed WarnerMedia, a multinational mass media company, and Discovery, a mass media factual television company, agreed to merge in a $43bn deal. Warner Media will contribute premium entertainment, sports and news assets, while Discovery will contribute nonfiction and international entertainment and sports businesses. AT&T’s shareholders would receive 71% of the new company and Discovery shareholders would own 29% of the new company. WarnerMedia will be spun or split off to AT&T’s shareholders via dividend or through an exchange offer or a combination of both and simultaneously combined with Discovery.
“This agreement unites two entertainment leaders with complementary content strengths and positions the new company to be one of the leading global direct-to-consumer streaming platforms. It will support the fantastic growth and international launch of HBO Max with Discovery’s global footprint and create efficiencies which can be re-invested in producing more great content to give consumers what they want," John Stankey, AT&T CEO.
Discovery is advised by Allen & Company, JP Morgan, Perella Weinberg Partners, Debevoise & Plimpton and Wachtell Lipton Rosen & Katz. AT&T is advised by Goldman Sachs, LionTree Advisors and Sullivan & Cromwell.
BlackRock Long Term Private Capital completed the acquisition of Transaction Data Systems from GTCR, a private equity firm. Financial terms were not disclosed.
“BlackRock LTPC’s investment in TDS is a testament to our ability to support and deliver for our pharmacy customers and their evolving needs. We look forward to working with the LTPC team to advance our strategic growth objectives and reach more partners across the healthcare ecosystem. We’d like to thank GTCR for their commitment and support in transforming TDS over the past several years," Jude Dieterman, Transaction Data Systems CEO.
TDS was advised by Harris Williams & Co, William Blair & Co and Kirkland & Ellis. Blackrock was advised by Keval Health and Simpson Thacher & Bartlett. GTCR was advised by Stifel.
Bright Machines to go public via a merger with SCVX in a $1.1bn deal. (FS)
Bright Machines, a software-defined manufacturing company, agreed to go public via a merger with SCVX, a SPAC, in a $1.1bn deal. The deal is expected to provide up to $435m of cash proceeds, including $230m of cash held in trust from SCVX, and $205m PIPE led by investors XN, Hudson Bay Master Fund, SoftBank, Fidelity, and Alyeska.
“It is clear that Bright Machines’ differentiated, software-driven approach to industrial automation has the potential to completely upend traditional manufacturing methods. The company has demonstrated product-market fit and is seeing accelerating customer interest and broad deployment of their solutions. The opportunity in front of the team is simply enormous," Carl Bass, Bright Machines Chairman.
Bright Machines is advised by Credit Suisse, Latham & Watkins and Orrick Herrington & Sutcliffe. SCVX is advised by Credit Suisse and Willkie Farr & Gallagher.
Clearlake Capital-backed symplr, a provider of enterprise healthcare operations including governance, risk management, and compliance SaaS solutions, agreed to acquire HealthcareSource, a software provider of talent management solutions and services specifically for the healthcare industry, from Francisco Partners, a global investment firm. Financial terms were not disclosed.
"As a result of the pandemic and healthcare's unprecedented labor shortage, talent acquisition, development, and retention have become mission critical for health systems and hospitals. symplr's ability to combine HealthcareSource's software solutions with our world class time and attendance and scheduling solution will create unparalleled value for our customers," BJ Schaknowski, symplr CEO.
HealthcareSource is advised by Kirkland & Ellis and TripleTree. symplr is advised by William Blair & Co, Sidley Austin and Lambert & Co.
Aerpio Pharmaceuticals, a biopharmaceutical company, agreed to merge with Aadi Bioscience, a privately-held biopharmaceutical company focusing on precision therapies for genetically-defined cancers. The PIPE financing is expected to be consummated concurrently with the closing of the merger. Concurrent $155m PIPE financing is backed by life science investors led by Acuta Capital Partners and KVP Capital and including Avoro Capital Advisors, Avoro Ventures, Venrock Healthcare Capital Partners, BVF Partners, Vivo Capital, Alta Bioequities, Rock Springs Capital, RTW Investments, Acorn Bioventures and Serrado Capital. Financial terms were not disclosed.
“Aerpio’s board of directors diligently undertook a comprehensive strategic review and has concluded that the proposed transaction with Aadi is in the best interest of our shareholders,” Caley Castelein, Aerpio Board Member.
Bright Machines seeks IPO in a $1.6bn SPAC merger.
Bright Machines is merging with a SPAC to go public in a deal that values the manufacturing-automation business at $1.6bn. The creator of a platform that uses artificial intelligence and robotics to automate tasks in manufacturing, Bright Machines is combining with the SPAC SCVX, WSJ reported.
Founded in 2018, Bright Machines says its “microfactories” can be programmed to complete manufacturing tasks tied to assembly and inspection and continue improving as they repeat them. They make supply chains more efficient, removing the need for as many human workers and saving resources in many technology-dependent industries, the company says.
Bright Machines is expected to generate about $435m in cash proceeds from the roughly $230m held by the SPAC and $205m from private investment in public equity, or PIPE, associated with the merger.
EMEA
KKR agreed to acquire a majority stake in Environmental Resources Management, a sustainability consultancy, from investment firms OMERS and Alberta Investment. Financial terms were not disclosed.
"At ERM, we are committed to working alongside every one of the world's leading organizations to achieve their sustainability goals. This long-term partnership with KKR will allow us to expand and accelerate our client impact, and bring new capabilities and technologies to the business of sustainability," Keryn James, ERM CEO.
KKR is advised by Finsbury Glover Hering.
PerkinElmer, a listed diagnostics solutions provider, agreed to acquire Immunodiagnostic Systems, an in-vitro diagnostics company, for $155m. The transaction is expected to close early in the third quarter of 2021, subject to approvals from the shareholders of IDS, sanction by the High Court of Justice in England and Wales, and other customary closing conditions for a public takeover in the United Kingdom.
Through this acquisition, PerkinElmer will be able to grow its overall Diagnostics business and specifically its immunodiagnostics segment. Moreover, the deal will enable PerkinElmer to combine its channel expertise and testing capabilities with IDS’s best-in-class chemiluminescence products in endocrinology, autoimmunity, and infectious diseases to better serve customers around the world.
IDS is advised by Peel Hunt.
PPG Industries, an American Fortune 500 company and global supplier of paints, coatings, and specialty materials, completed the acquisition of Wörwag, a global manufacturer of coatings for industrial and automotive applications. Financial terms were not disclosed.
“The acquisition of Wörwag is another step forward in PPG’s strategic growth plan that will provide further value to our customers and shareholders. Both companies have a strong history of providing high-quality and sustainable solutions. Wörwag’s customer and product footprint, sustainability focus and customer-centric approach are highly complementary to PPG’s business. We look forward to serving both PPG and Wörwag customers in new ways, and continuing to develop an industry-leading automotive coatings portfolio," Rebecca Liebert, PPG Executive Vice President.
PPG was advised by Hogan Lovells.
Granarolo, a food products producer, completed the acquisition of the remaining 49% stake in Granarolo UK, its British distributor. Financial terms were not disclosed.
“The consolidation of Granarolo UK is an important step in the group’s growth policy abroad. During the year we aim to acquire other companies in Italy, Europe and overseas,” Gianpiero Calzolari, Granarolo Chairman.
Lane Clark & Peacock, an investment and insurance consulting firm, agreed to acquire the pensions administration and investment consulting business of Aon, a global professional services firm providing a broad range of risk, retirement and health solutions. Financial terms were not disclosed.
"This agreement demonstrates further momentum on the path to close our proposed combination with Willis Towers Watson. We recognize the significant contributions these colleagues have made on behalf of our clients during their time with Aon. LCP shares with us a culture of innovation and excellence and we know these colleagues have a positive future at LCP," Greg Case, Aon CEO.
Telefonica considers selling logistics unit Zeleris amid Covid-era boom.
Telefonica, a Spanish telecoms group, is seeking buyers for its logistics and express-delivery unit Zeleris, amid a months-long boom in the business as Covid-19 pushes people to shop online, Reuters reported.
The mobile and broadband provider has entrusted the sale of Zeleris, which operates around the world and employs 1.2k people, to consultancy firm Ernst & Young, which valued the asset at up to €100m ($121m).
If realized, the divestment would represent another step towards reducing Telefonica's high debt following the sale of its mobile mast business, Telxius, to American Tower for €7.7bn ($9.35bn) earlier this year.
Chronext plans IPO.
Switzerland's Chronext is preparing an IPO that could value the online marketplace for new and pre-owned luxury watches at up to €1bn ($1.2bn), Reuters reported.
Luxury watch brands, which had long considered the market for second-hand watches as a potential threat to their business, have shifted their stance in light of the insights it can provide on pricing and demand.
Chronext's planned IPO in Zurich is expected to occur in September but could be brought forward to July if market conditions allow. The company and its owners are working on the listing with banks, including UBS and Bank of America, with Evercore acting as IPO advisor.
Suse to price IPO towards the lower end of the range. (FS)
SUSE, an enterprise software company, is guiding investors to expect its Frankfurt IPO to price at €30 ($36.49) a share, towards the lower end of its €29-34 ($35.2-41.3) per share marketing range.
SUSE, whose open-source software helps run applications on cloud servers, mainframe computers, and devices at the edges of networks, is slated to see its shares debut on the Frankfurt stock exchange.
SUSE's owner EQT is offering 14.2m shares, waiving an upsize option. Including new shares, 37.8m shares for €1.1bn ($1.33bn) are being sold. The deal gives the company a valuation of €5.1bn ($6.19bn).
APAC
Crown Resorts, an Australian casino operator, said Blackstone's increased $6.54bn offer undervalued the business, and it would not be the best shareholders can get. Previously, Blackstone offered $6.54bn for the company, up from $6.13bn as Star Entertainment, an Australian gambling company, emerged as a possible bidder.
Crown also announced it has not yet come to a conclusion regarding Star's $7bn all-stock proposal. It asked for more details from the potential suitor to make a preliminary evaluation of the offer.
Gojek, a mobile on-demand services and payments platform, completed the merger with Tokopedia, a technology company, to form GoTo Group, a technology group in Indonesia and the ecosystem. Deal was backed by investors including Alibaba Group, Astra International, BlackRock, Capital Group, DST, Facebook, Google, JD.com, KKR, Northstar, Pacific Century Group, PayPal, Provident, Sequoia Capital India, SoftBank Vision Fund 1, Telkomsel, Temasek, Tencent, Visa and Warburg Pincus. Financial terms were not disclosed.
“Today is a truly historic day as we mark the beginning of GoTo and the next phase of growth for Gojek, Tokopedia and GoTo Financial. Gojek drivers will deliver even more Tokopedia packages, merchant partners of all sizes will benefit from strengthened business solutions and we will use our combined scale to increase financial inclusion in an emerging region with untapped growth potential. For the consumer, GoTo Group will continue to reduce frictions and provide best-in-class delivery of goods and services," Andre Soelistyo, GoTo Group CEO.
Tokopedia was advised by Citigroup, Allen & Overy and Finsbury Glover Hering. Gojek was advised by Goldman Sachs, Assegaf Hamzah & Partners and Davis Polk & Wardwell.
KKR to invest $95m in Lenskart, an omni-channel eyewear retailer in India. Investment firms TPG Growth and TR Capital will divest part of their stakes as part of the deal.
"As a technology-driven business, Lenskart is a strong, homegrown disruptor in India’s rapidly expanding eyewear industry. We are truly excited to work with Peyush and Lenskart’s impressive management team to support Lenskart’s growth and innovation in India and internationally, in addition to advancing its mission to provide affordable, accessible eyewear products for everyone," Gaurav Trehan, KKR Partner.
Lenskart is advised by Avendus. KKR is advised by Adfactors PR.
Ingka Investments, the investment arm of Ingka Group, led a $100m Series C funding round in DST, a provider of charging and management solutions for new energy vehicles. The round had participation from investors SMRT Ventures, China Securities, Bojiang Capital and Matrix Partners China.
"Our ambition is to standardize the intra-city logistics EVs and increase the efficiency of China's new energy industry. In addition, DST is entering new and international markets. By leveraging our online platform and offline service capabilities, we aim to build a world-class digital platform for new energy logistics vehicle management," Haiying Zhang, DST Founder.
DST was advised by TH Capital.
Sumitomo Mitsui Banking, a Japanese multinational banking and financial services institution, agreed to invest $500m in ARA Asset Management, a real estate fund management company.
"ARA Group stands to benefit from long-term market trends in the APAC region, such as the surge in demand for new economy real assets. We are very excited about the prospect of working with our new shareholders and hope to expand swiftly on our new partnership with SMBC," Justin Chiu, ARA chairman.
Nippon Sangyo Suishin Kiko, an equity investor, agreed to acquire the Fujikura Components Group, a manufacturer of electric power transmission components and spiral products, from Fujikura, a Tokyo-based electrical equipment manufacturing company. Financial terms were not disclosed.
"Leveraging the business foundation the company has built, NSSK will provide its Value Up Program to implement global best business practices in all relevant areas, including sales growth by expanding the customer base including electric power companies and product line-ups, accounting, finance, governance, compliance, corporate philosophy and ESG. NSSK will also offer its business expertise and domestic and international networks so that the Company can achieve business operations on a stand-alone basis and grow significantly stronger in the next stage of development with the current management team," NSSK.
Advent narrows bidders list for $2bn King Koil China. (FS)
Advent International has shortlisted KKR and Blackstone Group among suitors for its mattress business King Koil China that could be valued at as much as $2bn in a sale, Bloomberg reported.
Affinity Equity Partners and Hillhouse Capital were also picked to proceed to the next round of bidding. Bain Capital and PAG, a Hong Kong-based alternative asset manager, are among the shortlisted bidders as well, the people said.
Kasikornbank considers bidding for Citigroup's Thai retail business.
Kasikornbank, Thailand's second-biggest lender, is considering a bid for Citigroup's retail assets in the country to expand its wealth management, consumer lending, and credit card businesses, Bloomberg reported.
Kasikornbank is interested in the US lender's business in Southeast Asia's second-biggest economy and will study the details as soon as the process is open.
"Citigroup's retail business here has a very large and good customer base," Kattiya Indaravijaya, Kasikornbank Chief Executive Officer.
Temasek-backed Pine Labs makes the first close of $285m funding round. (FS)
Pine Labs, an Indian merchant commerce platform a unicorn, has completed the first close of its $285m new funding round backed by existing investor Temasek.
The new round of financing was participated by a host of investors, including Baron Capital Group, Duro Capital, Marshall Wace, Moore Strategic Ventures, Ward Ferry Management, and existing investors Lone Capital and Sunley House Capital. Pine Labs said the round was significantly oversubscribed and enabled secondary transactions for its founder, employees, and early shareholders.
"This is an exciting phase in our journey as we enter newer markets. We excel in enterprise merchant payments and now want to scale new frontiers in the online space as well, at the same time continue to power the credit and commerce needs of our offline merchant partners," B. Amrish Rau, Pine Labs CEO.
JD Logistics seeks Hong Kong IPO to raise up to $3.4bn.
JD Logistics will price its shares between $HK39.36-43.36 ($5.06-5.58) each as the company aims to raise up to $3.4bn, according to the company's filings, in one of Hong Kong's most significant share sales in 2021, Reuters reported.
The logistics offshoot of JDcom will sell 609.1m shares in the deal, which is 10% of the company's total shares. An over-allotment option, or so-called greenshoe, exists to sell a further 91m shares that would raise up to a further $510m.
At that size, JD Logistics will be one of the biggest deals in Hong Kong this year following the Kuaishou Technology IPO in late January, which raised $5.4bn.
Pacific Century and Thiel Capital's third SPAC Bridgetown 3 Holdings seeks a $260m IPO. (FS)
Bridgetown 3 Holdings, the third blank check company formed by Pacific Century and Thiel Capital targeting new economy sectors in Southeast Asia, filed on Thursday with the SEC to raise up to $260m in an IPO.
The Hong Kong-based company plans to raise $260m by offering 26m shares at a price of $10. At the proposed deal size, Bridgetown 3 Holdings would command a market value of $332m. Unlike most SPACs, the offering will not contain warrants.
The company plans on targeting a company in Southeast Asia with operations or prospective operations in the technology, financial services, or media sectors.
Citi and BTIG are the joint bookrunners on the deal.
Devyani International files for $191m IPO.
Devyani International, the largest franchisee of Pizza Hut, KFC, and Costa Coffee, filed a draft red herring prospectus with the Securities and Exchange Board of India to raise nearly $191m through an IPO.
According to DRHP, the offer comprises a fresh issue of $55m and an offer of sale of up to 125.33m equity shares by Dunearn Investments, a wholly-owned subsidiary of Temasek Holdings and RJ.
The company is led by Ravi Kant Jaipuria, Promoter, RJ, and Virag Joshi, President & CEO, who been a key strategist to the expansion efforts by the company in addition to the management team comprising of Manish Dawar, Wholetime Director and Chief Financial Officer, Rajat Luthra, CEO – KFC and Amitabh Negi, CEO – Pizza Hut.
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