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Daily Review is our daily roundup of M&A news. Announcements, rumors, insights, and data before your morning coffee. Subscribe and never miss a beat with MergerLinks.
20 November 2018

China approved Disney’s takeover of Fox.

Daily Review

Global M&A

EMEA

ZEAL Network makes a takeover offer for Lotto24.

The Riverside Company sold Euromed to Dermapharm. (Financial Sponsors)
 
Mitie sold its social housing business to Mears Group for £35m ($44m).

Oman Oil and ORPIC agreed to merge.

Casino bought 5% stake in fintech firm Lyf Pay.

 

AMERICAS

Blackstone exits DJO Global to Colfax for $3.15bn. (FS)

Cimarex acquired Resolute Energy for $1.6bn.
 
Legend Holdings acquired Australis Seafoods for $880m.
 
Fairfax Financial acquired a 13.7% stake in Stelco for C$250m ($190m).

Fuji Oil acquired Blommer Chocolate Company.

Blackstone and Stonepeak express interest in acquiring Zayo Group. (FS)

QEP sold Haynesville-Cotton Valley assets to Aethon for $735m. (FS)

Barloworld seeks to acquire a business from Caterpillar.

Palantir and Merck establish data analytics joint venture.
 

APAC

China approved Disney’s takeover of Fox.

Fairfax shareholders approve $4bn takeover by Nine Entertainment.

Noble Group shares cease trading after debt restructuring.

Latest Deals

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EMEA

 
ZEAL Network makes a takeover offer for Lotto24.

ZEAL Network, which engages in the online lottery business in Germany and internationally, made on offer for Lotto24, an online provider of state-licensed lotteries. Subject to the terms of the agreement, ZEAL intends to offer one new ZEAL share with a nominal value of €1.00 (1.14$) as consideration in exchange for approx. 1.6 tendered shares of Lotto24. ZEAL made an offer to Lotto24 to negotiate a business combination agreement.

The Executive Board of Lotto24 generally regards ZEAL as a strategically sensible partner for the further development of Lotto24. It has therefore resolved to commence negotiations concerning such an agreement.

ZEAL was advised by Ernst & Young and Lazard.
 
The Riverside Company sold Euromed to Dermapharm. (FS)

The Riverside Company sold Euromed, producer of herbal extracts and natural active substances for pharmaceutical, health, food, and cosmetic industries, to Dermapharm, a German pharmaceutical company. Financial terms were not disclosed. Riverside invested in the company back in 2015.

“Euromed presented us with an exciting opportunity to expand its portfolio by adding new processes and best practices – especially as it relates to R&D and new product development,” said Riverside Partner Rafael Álvarez-Novoa. “We built a new R&D center at the Euromed headquarters with latest lab equipment to help implement a structured product development process, allowing the sales team to present customers with new opportunities, constantly seeking to develop innovative products and applications for the extracts that they already commercialize, and to develop new extracts.”

Dermapharm was advised by Deloitte, Ferber & Co, Araoz y Rueda and P+P Pöllath + Partners. The Riverside Company was advised by Ernst & Young, Fidentiis, Rothschild and Allen & Overy.
 
Mitie sold its social housing business to Mears Group for £35m ($44m).

Mitie, a British strategic outsourcing and energy services company, sold its social housing business to Mears Group, a housing and social care provider. The consideration comprises an initial payment of £22.5m ($28m), payable in cash at completion, subject to a completion accounts adjustment mechanism, and a deferred consideration of up to £12.5m ($16m).

This acquisition has many benefits for the Mears Group, most notably further building their leadership in the Repairs and Maintenance market and bringing together innovation and best practice for the benefit of clients, tenants and staff.
 
Oman Oil and ORPIC agreed to merge.

Oman Oil Co and Oman Oil Refineries and Petroleum Industries Co agreed to merge their downstream businesses and appointed a new group CEO in order to integrate the two companies. Musab al-Mahruqi will take over as group CEO Dec. 2 and oversee the integration of the management and assets.

Reuters reported in May that Oman was working with consultancy McKinsey & Co to integrate its refining and petrochemical companies into one entity, citing a senior Omani official and a financial source.
 
Casino bought 5% stake in fintech firm Lyf Pay.

French mass retail group Casino paid an undisclosed sum for a 5% stake in Lyf Pay, a universal mobile payment app developer. Other investors in Lyf Pay include Casino’s domestic retail rival Auchan, oil company Total and New York-based payments processor Mastercard.

“We cannot just offer goods, we have to offer more services to our clients as well,” Casino’s deputy chief executive and chief operating officer, Julien Lagubeau, said.
 
 

AMERICAS

 
Colfax acquired DJO Global from Blackstone for $3.15bn. (FS)

Colfax Corporation, a leading diversified technology company, acquired DJO Global, a global leader in orthopedic solutions, providing orthopedic devices, software and services spanning the full continuum of patient care, from injury prevention to rehabilitation. Blackstone Group is the seller.

Colfax expects to finance the transaction with approximately $100m of cash from its balance sheet, proceeds from credit facilities and a contemplated debt offering, and $500 to $700m from a contemplated offering of equity or equity-linked securities.
 
“The acquisition of DJO is a compelling next step in the strategic evolution of Colfax that creates a new growth platform in the high-margin orthopedic solutions market,” said Matt Trerotola, President and Chief Executive Officer of Colfax.

Credit Suisse, Goldman Sachs, Wells Fargo Securities and Simpson Thacher & Bartlett advised DJO Global. JP Morgan and Kirkland & Ellis advised Colfax. JP Morgan and Credit Suisse provided financing.
 
Cimarex acquired Resolute Energy for $1.6bn.

Cimarex, an independent oil and gas exploration and production company with principal operations in the Permian Basin and Mid-Continent areas of the US, acquired Resolute Energy, an independent oil and gas company focused on the acquisition and development of unconventional oil and gas properties in the Delaware Basin, for $1.6bn.
 
Under the terms of the definitive merger agreement, Resolute shareholders will have the right to receive 0.3943 shares of Cimarex common stock, $35 per share in cash, or a combination of $14 per share in cash and 0.2366 share of common stock. The amount of stock and cash is subject to proration for total stock and cash mix of 60% and 40%, respectively. The consideration represents an approximate 14.8% premium to Resolute's closing price of $30.49 on November 16, 2018.

"This high-quality, bolt-on asset is tailor-made for Cimarex," said Thomas E. Jorden, Chairman, President and CEO of Cimarex. "It is a perfect fit with our existing Reeves County position and will allow us to leverage our knowledge and deliver superior results over a broader asset base for the benefit of both Cimarex and Resolute shareholders. The Resolute assets are expected to generate free cash flow in 2019, basically funding any additional development capital from the start."

Goldman Sachs, Petrie Partners Securities, Arnold & Porter and Wachtell Lipton Rosen & Katz advised Resolute Energy. Evercore and Akin Gump Strauss Hauer & Feld advised Cimarex.
 
Legend Holdings acquired Australis Seafoods for $880m.
 
Joyvio, a subsidiary of Legend Holdings, a Chinese investment holding company, acquired Australis Seafoods, a Chilean salmon farmer, for $880m.
 
Joyvio said it sees salmon as a potentially huge opportunity in China’s domestic market and internationally.
 
Fairfax Financial acquired a 13.7% stake in Stelco for C$250m ($190m).
 
Fairfax Financial, a financial holding company, acquired a 13.7% stake in Stelco, a steel company based in Hamilton, Ontario, at a price of C$20.50 ($15.5) per Common Share. Total consideration is C$250m ($190m).
 
Fairfax said it acquired the shares for investment purposes.
 
Fuji Oil acquired Blommer Chocolate Company.

Fuji Oil, a Japanese food ingredient maker, acquired Blommer Chocolate Company, an industrial chocolate manufacturer, through a merger with Aztec Sub Inc., which was established for this objective. Financial terms were not disclosed.

After the closing, Fuji Oil intends to reinforce its industrial chocolate business as a group by introducing its oil and fat technologies for value-added chocolate products and combining its raw material procurement operation with that of Blommer. In addition, Fuji Oil plans to cross-sell its wide variety of other confectionery products to Blommer’s diverse customer base in the North American market.

Bank of America Merrill Lynch and Skadden Arps Slate Meagher & Flom advised Blommer.
 
Blackstone and Stonepeak express interest in acquiring Zayo Group. (FS)

Zayo Group LLC provides bandwidth infrastructure solutions in the United States, Canada, and Europe. The company is currently worth about $11bn, including debt. Other than Blackstone and Stonepeak, funds managed by KKR, I Squared Capital, GTCR and Charlesbank Capital Partners are also rumored to be interested in taking the company private.

Shares of Zayo rose as much as 20% in response to the news.
 
QEP sold Haynesville-Cotton Valley assets to Aethon for $735m. (FS)

QEP Resources, a leading independent crude oil, and natural gas exploration and production company, sold its Haynesville-Cotton Valley oil & gas assets located in Louisiana, to Aethon Energy, a Dallas, Texas-based private investment firm. The assets cover about 49,700 net acres including 137 gross operated producing wells in Northwest Louisiana.

“The sale of our Haynesville/Cotton Valley business is an important next step in our process of becoming a Permian pure-play company,” Chuck Stanley, QEP chairman, president and CEO, said in a statement.
 
Barloworld seeks to acquire a business from Caterpillar.

Barloworld, an industrial brand management company founded in South Africa, is rumored to be in talks to acquire a business from Caterpillar, an American Fortune 100 corporation which designs, develops, engineers, manufactures, markets and sells machinery, engines, financial products, and insurance to customers via a worldwide dealer network. Proceeds from the sale of Barloworld’s Iberian business are to be used to finance the transaction.

“I have given myself a year to identify a business and I have already engaged Caterpillar. They have given me a commitment to a specific area,” Chief Executive Dominic Sewela told Reuters in a telephonic interview, without elaborating.
 
Palantir and Merck establish data analytics joint venture.

Palantir Technologies Inc will set up a cancer data analytics joint venture with German lab supplies company Merck KGaA, as the US analytics and security firm makes further inroads into health care. The newly formed company, called Syntropy, will offer cancer data analytics tools to research centers, combining Palantir’s Foundry data platform with the customer knowledge of Merck’s Life Science business, known as MilliporeSigma in North America.

The companies would not disclose financial terms, beyond saying each partner would hold a 50% stake.
 
 

APAC

 
China approved Disney’s takeover of Fox.

According to Reuters, Disney received unconditional approval from China for its deal to buy Twenty-First Century Fox’s entertainment assets, clearing one of the last major hurdles for the deal to go through. Disney agreed to purchase Fox’s film and television assets for $71.3bn and received approval from European Commission earlier this month, subject to certain conditions.

Disney shares rose 1% to $117.34, while those of Fox were up 3% at $49.60.
 
Fairfax shareholders approve $4bn takeover by Nine Entertainment.

The shareholders overwhelmingly supported the takeover, announced in July of 2018, paving the way for the creation of one of Australia’s largest media groups. Nine said in a statement it welcomed the vote as an endorsement of the opportunities the merger presented for both companies.

“The merger brings together two largely complementary businesses to create a diversified portfolio of media assets, comprising Fairfax’s mastheads, Nine’s FTA TV network, high-growth digital businesses including Domain, Stan and 9Now, as well as radio interests through Macquarie Media,” Fairfax chairman Nick Falloon told the scheme meeting.

Shares of the companies, both traded on ASX, rose slightly in response to the news.

Greenwoods, Macquarie, King & Wood Mallesons and Herbert Smith advised Fairfax.
Ashurst and Jefferies advised Nine Entertainment.
 
Noble Group shares cease trading after debt restructuring.

According to a Reuters report, shares in Noble Group, a commodities trader across a range of industrial and energy products, ceased trading as the company seeks to transform into an Asia-focused coal-trading business, following a $3.5bn debt restructuring.

Singapore-listed Noble said last week it had obtained the required approvals, including getting a go-ahead from courts for its restructuring and payment to creditors, clearing the final hurdle to completing its debt-for-equity swap.

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