AMERICAS
Bristol-Myers Squibb, a global biopharmaceutical company, agreed to acquire MyoKardia, a clinical-stage biopharmaceutical company discovering and developing targeted therapies for the treatment of serious cardiovascular diseases, for $13.1bn.
"We are further strengthening our outstanding cardiovascular franchise through the addition of mavacamten, a promising medicine with the potential to address a significant unmet medical need in patients with cardiovascular disease. Our companies share a commitment to innovation and bold science, and our respective strengths will help us realize the value inherent in this portfolio. We have long admired MyoKardia and what they have done to revolutionize cardiovascular treatments through a precision medicine approach. We look forward to welcoming their talented team to our company," Giovanni Caforio, Bristol Myers Squibb, M.D., Board Chair and CEO.
MyoKardia is advised by Centerview Partners, Goodwin Procter, Stern IR and W2O Group. Bristol is advised by Dyal Co, Guggenheim Partners and Kirkland & Ellis.
RMG Acquisition, a special purpose acquisition company of a Riverside Management Group, a merchant banking boutique, agreed to merge with Romeo Systems, in a $1.3bn deal. Upon closing of the transaction, the combined company will be named Romeo Power and is expected to remain listed on the NYSE and trade under the new ticker symbol “RMO”.
“We are thrilled to announce this transaction with RMG, as it allows us to further expand our business and to continue innovating and developing new products. Romeo Power’s proprietary battery systems and patented technologies that we have developed over the last four years deliver differentiated energy density, safety, efficiency and cost savings. The need for an economically viable shift toward greener methods of transportation is evident, and we look forward to playing a critical role in the electrification of commercial vehicles globally," Lionel Selwood Jr., Romeo Power CEO.
Romeo Systems is advised by Goldman Sachs and Paul Hastings. RMG is advised by Morgan Stanley, Nomura, Latham & Watkins and Davis Polk & Wardwell.
KBR, a global provider of differentiated professional services and solutions across the asset and program life cycle, completed the acquisition of Centauri, a high-end engineering, intelligence, cybersecurity and advanced technology solutions company, from Arlington Capital Partners, a private equity firm, for $827m.
"We are excited to welcome Centauri into the One KBR family as their people-focused, mission-oriented ideals align well with our own company culture. Centauri adds an enormous benefit to KBR, as a result of its highly technical, differentiated portfolio, creating opportunities for substantial growth and putting KBR at the forefront of the government solutions sector," Stuart Bradie, KBR President and CEO.
Centauri was advised by Jefferies & Company and Holland & Knight. KBR was advised by Arena Strategic Advisors, Bank of America Merrill Lynch, Citizens Capital Markets and Hogan Lovells.
Genasys, a provider of critical communications systems and solutions, completed the acquisition of Amika Mobile, a Canada-based enterprise software provider of critical event situational awareness, communication and control products. Financial terms were not disclosed.
“This acquisition expands the Company's enterprise software solutions and enhances our unified multi-channel critical communications platform. By adding on-premise, cloud or hybrid operations designed to be fully scalable for small businesses or large deployments with millions of users, we plan to accelerate our software business growth and successfully compete in the fast-growing emergency warning and critical event management markets," Richard S. Danforth, Genasys CEO.
Amina was advised by LaBarge Weinstein. Genasys was advised by Dentons, Durham Jones & Pinegar, Darrow Associates and Viewstream.
Danimer Scientific said it has agreed to go public by merging with blank-check acquisition company with Live Oak Acquisition in a deal which values the US bioplastics company at around $890m,
Reuters reported.
It is the latest example of a company opting to go public by merging with a so-called SPAC, rather than through a traditional IPO.“The SPAC route gives us the speed that we need to get to that capital. We just don’t have time to start a traditional IPO process right now,” Stephen Croskrey, Danimer Chief Executive.
Live Oak is advised by Jefferies, Morgan Stanley and Mayer Brown. Danimer is advised by Houlihan Lokey and Kane Kessler.
Novacap, a Canadian private equity firm, completed the acquisition of a stake in AGA Financial Group, an employee benefits advisory firm. Financial terms were not disclosed.
"AGA has built a first-class franchise that combines passionate experts with a culture of innovation. This is a unique attribute in any business, and it is what fascinated us from the very beginning of our conversations. It speaks to the strength of the Novacap platform that we have been able to attract such a renowned group of partners in Martin, Chantal, and Gabriel," Marcel Larochelle, Novacap Financial Services Managing Partner.
AGA Financial was advised by Gowling WLG. Novacap was advised by Fasken Martineau DuMoulin.
TC Energy to acquire the remaining 76% stake in TC PipeLines for $1.1bn.
TC Energy, an energy company, agreed to acquire the remaining 76% stake in TC PipeLines, a Delaware master limited partnership with interests in eight federally regulated US interstate natural gas pipelines, for $1.1bn.
The offer has been made to the Board of Directors of the general partner of TCP. As the general partner of TCP is an indirect wholly-owned subsidiary of TC Energy, a Conflicts Committee composed of independent directors of the TCP Board will be formed to consider the offer pursuant to its processes.
TC Energy is advised by JP Morgan and Vinson & Elkins.
The Henry Jackson Foundation for the Advancement of Military Medicine, a global nonprofit and military medical research company, agreed to acquire CAMRIS International, an international development and health research firm. Financial terms were not disclosed. CAMRIS will operate as a wholly owned subsidiary of HJF. The new CAMRIS Board of Directors will be comprised of representatives from both CAMRIS and HJF.
"As a trusted partner in military medicine, HJF continuously looks to improve our ability to deliver the best service possible to those conducting medical research benefitting our nation's warfighters and civilians alike. This acquisition bolsters HJF's broader capabilities due to the CAMRIS team's success in delivering requirements-driven results on contracts worldwide," Dr. Joseph Caravalh, HJF President and CEO.
HJF is advised by FedCap Advisory and Venable.
Caterpillar, a provider of machinery, engines and financial products, agreed to acquire Weir Oil & Gas, a division of the Weir Group, the Scotland-based global engineering business, for $405m.
"Combining Weir Oil & Gas's established pressure pumping and pressure control portfolio with Cat's engines and transmissions enables us to create additional value for customers. This acquisition will expand our offerings to one of the broadest product lines in the well service industry," Joe Creed, Caterpillar Oil & Gas and Marine Division Vice President.
Caterpillar is advised by Morgan Stanley.
Aethon Aerial Solutions, an aerial remote sensing and data analysis, completed the merger with Flight Evolved, a LiDAR scanning and mapping company. As part of the deal, an investment firm Copley Equity Partners invested in both companies. Financial terms were not disclosed.
"Aethon and Flight Evolved provide the most effective, and efficient, solutions to these customers via airborne remote sensing and drone technology. We are thrilled to support the Aethon and Flight Evolved teams and help build a significant platform for global growth,” Peter Trovato, Copley Equity Managing Director.
Eliassen Group, a strategic consulting and talent solutions firm, agreed to acquire Ferguson Consulting, an IT consulting firm based in the St. Louis area. Financial terms were not disclosed.
"We are at the peak of our success, and it couldn't be a better time to join the Eliassen Group community. Not only does Eliassen provide our employees, clients, and consultants an expanded range of opportunities, but they also share the values at the heart of our organization," Susan Ferguson, Ferguson Consulting President & CEO.
Liaison International, a centralized application service technology provider, completed the acquisition of TargetX, a higher education CRM company. Financial terms were not disclosed.
"Together, we will complete the full lifecycle solution — reaching potential applicants earlier and engaging students, not only after they enter the classroom, but when they are about to enter the workforce and beyond. TargetX's proven solutions will complement our existing enrollment marketing efforts and their retention software will help us take the next step in realizing this goal. We're excited to work with their passionate, forward-thinking team to drive higher education forward," George Haddad, Liaison Founder and CEO.
Highgate acquired 22 lifestyle properties in the US, Caribbean and Latam. (RE)
Highgate, a real estate investment and hospitality management company, has acquired Trust Hospitality's assets portfolio, comprised of 22 hotels and resorts, representing approximately 3.1k rooms, located throughout the US, Caribbean and Latin America. The portfolio includes a combination of existing and under development hotels and resorts.
This transaction increases Highgate's footprint in the Caribbean and Latin America and will enable the company to be the leading hotel manager in the region. Trust CEO Richard Millard and Partner, Head of Development Michael Register will join Highgate to lead business development and owner relations efforts in the region.
"We will continue to pursue opportunities to collaborate with talented management teams who can benefit from integrating into the Highgate platform, and contribute to our objective of providing best-in-class services, innovated operating capabilities, and a compelling value proposition for our partners and key stakeholders," Richard Russo, Highgate Principal.
HPS raises $9bn for its latest mezzanine debt fund. (FS)
HPS Investments has raised $9bn for one of the largest-ever funds to supply riskier corporate loans, as struggling companies increasingly turn to private investment groups for debt,
FT reported.
The US specialist debt investment group, which manages $65bn in assets, has completed fundraising for its latest mezzanine debt fund, a term for higher-risk corporate loans that typically rank behind those that banks provide. The New York-based company began raising the mezzanine debt fund in April 2019 with a target size of $8bn and has already invested about half of its capital.
Its closure is the latest sign of how large investment funds can still draw strong demand to offer debt to companies, even as the spread of coronavirus has driven a record wave of US bankruptcies.
EMEA
Comtech, a satellite telecommunications company, and a provider of broadband communications Gilat, agreed to terminate the merger agreement and announced they settled disputes in court. Comtech will pay $70m to Gilat.
The merger termination and the settlement agreement have been approved by each company's board of directors and are effective immediately. The settlement calls for dismissal of the litigation, with prejudice. The trial of the litigation which was scheduled to begin today in Delaware Chancery Court was accordingly cancelled.
Mercury-backed Nexi to merge with SIA in a $5.3bn deal.
Mercury-backed Nexi, an Italy-based financial technology company, is set to merge with SIA, a financial technology solutions provider, in a $5.3bn deal. The parties aim to complete the transaction by the summer of 2021.
“This transaction will create a large Italian PayTech company leader in Europe, a great technological and digital excellence with scale and capabilities to play an increasingly leading role in Italy and at an international level in a market, like the European one, that sees strong consolidation trends. The new PayTech company, through its independent role and having CDP as anchor investor, will continue on its growth path as large Italian public company contributing, to an even greater extent, together with its partner Banks, to further accelerate the digital payments penetration in Italy and to the digitalization and modernization of the Country in favour of citizens, enterprises and Public Administration,” Paolo Bertoluzzo, Nexi CEO.
SIA is advised by JP Morgan, Rothschild & Co, Gianni Origoni Grippo Cappelli & Partners and Tremonti & Associati. Mercury is advised by Intesa SanPaolo and Nomura. Nexi is advised by Mediobanca, PricewaterhouseCoopers, Bank of America Merrill Lynch, HSBC, Legance and KPMG.
Suez, a French utility company, denied assurances from its rival Veolia that the latter will not pursue the full takeover after acquiring 30% stake from Engie, a multinational electric utility company.
French state that holds a 24% stake in Engie, in a call opted for continuation of talks between parties to reach a reasonable deal. Despite this, in a letter to Veolia, Philippe Varin, Suez Chairman said he considers the company's bid as hostile.
Veolia is advised by Citigroup, Messier Maris & Associes, Perella Weinberg Partners, Cleary Gottlieb Steen & Hamilton, Flichy Grange Avocats, Gide Loyrette Nouel, Hogan Lovells, Patrice Gassenbach, Peltier Juvigny Marpeau & Associes and Xavier Boucobza.
TIM and Ardian, a private investment house operating in the infrastructure sector, announce that they have finalised the agreement communicated last 24 June for a partial sharing of the investment in Infrastrutture Wireless Italiane. The transaction consists of the purchase by a consortium of institutional investors led by Ardian of a 49% stake in Daphne 3, a newly-established holding company controlled by TIM, to which TIM has transferred a 30.2% stake in the share capital of INWIT. The holding company takes over from TIM - for the stake in INWIT transferred - in the shareholder agreement existing between TIM and Vodafone Europe, by virtue of which they jointly control INWIT.
INWIT is advised by Community Group. Ardian is advised by Canson Capital Partners, Mediobanca, Nomura and Image Building. TIM is advised by Bank of America Merrill Lynch, Goldman Sachs, Intesa SanPaolo and Gianni Origoni Grippo Cappelli & Partners.
NEC, a Japanese multinational information technology and electronics company, agreed to acquire Avaloq, a Swiss-based global provider of digital banking solutions, core banking software and wealth management technology, for $2.2bn. Warburg will also divest its 45% stake.
"With this step I give Avaloq in the best hands possible. My goal was to find a partner and owner, who can make Avaloq grow and prosper further, for many years to come. Talking to NEC's top managers it became clear to me, that they share my ambition for Avaloq to continue to shape the future of the financial industry by continuing to invest heavily in R&D. But I also sensed the cultural fit, caring about customers and people, striving for excellence and highest quality standards, for which ultimately Switzerland and Japan stand for," Francisco Fernandez, Avaloq Founder and Chairman.
Warburg Pincus is advised by Kirkland & Ellis.
Stone Canyon Industries, a global industrial holding company, is in final talks with K+S, a German chemical company headquartered in Kassel, to acquire its North and South American salt business for $3.2bn.
K+S put its Americas salt business on the block in March as part of plans to sell its debt and focus on potash fertiliser products.
Unicaja restarts merger talks with Liberbank.
Unicaja Banco and Liberbank said they have held talks on rekindling a merger abandoned last year as consolidation gathers pace across Europe's financial industry,
Bloomberg reported.
Unicaja confirms initial contact with Liberbank, with the knowledge of the board and without for the moment, the participation of external advisers, the lender. Malaga-based Unicaja is moving closer to a long-mooted takeover of its Spanish rival in a deal that would create the country's seventh-biggest bank. Talks between the two lenders collapsed last year after five months of negotiations, partly due to differences over the shareholding structure.
Nexi considers acquiring Nets.
Nexi is already hunting for its next target after agreeing a milestone payments merger with Italian rival SIA, as consolidation in the sector shows little sign of easing.
Milan-based Nexi has made a non-binding offer for Denmark-based Nets,
Bloomberg reported. Nets's private-equity owners invited a select group of potential buyers to submit offers and could enter advanced talks with a preferred bidder as soon as this month.
If Nexi were to buy Nets, it would extend its reach as a pan-European payments giant with operations spanning Italy, German-speaking countries and the Nordics. News of its approach follows its agreement to buy SIA for $5.3bn to create one of Europe's biggest payment providers.
APAC
Alibaba and Dufry, a Swiss-based travel retailer which operates duty-free and duty-paid shops and convenience stores, agreed to form a 51-49 travel retail joint venture in China. In connection with this collaboration, Alibaba Group will invest in Dufry up to a maximum of 9.99% of the post-offering share capital and will participate in its ordinary capital increase, which is subject to the approval of Dufry's shareholders at its upcoming EGM on October 6, 2020. In relation to the Alibaba's investment, Dufry may issue up to $760m in shares.
"We expect this collaboration to drive growth in Asia and with Chinese customers worldwide with the support of new digital technologies. Alibaba Group is a leader in digital commerce with an ecosystem of more than 800m consumers in China. Dufry holds a leading position in travel retail globally and brings in its strong operational expertise in 65 countries and over 2.5k shops. By fostering existing and new business models in offline and online travel retail, we are convinced the Joint Venture will capitalize on growth opportunities and will support Dufry to become the leading digital travel retail company worldwide. We aim to better serve our customers and provide them anywhere with global products, services and personalized offers across all platforms and devices," Julian Diaz, Dufry Group CEO.
MBK Partners renews $1bn sale of Apex Logistics. (FS)
MBK Partners is reviving its plan for a potential sale of Chinese freight forwarder Apex Logistics International, which is riding a surge in e-commerce during the Covid-19 pandemic,
Bloomberg reported.
The private equity firm is working with a financial adviser and could raise more than $1bn from a transaction. The sale could attract potential suitors such as other logistics companies as well as investment funds. Last year, MBK had weighed options including a sale of the business. The firm decided to put its plans on hold due to trade tensions between China and the US.
Fonterra to divest China dairy farms for $368m.
Fonterra, New Zealand milk producer, has agreed to sell its farms in China for a total of $368m as the dairy producer continues to focus on the domestic market and reduce debt,
Reuters reported.
The company unveiled plans last year to halt overseas expansion after being criticised by the more than 10k farmers who make up its cooperative for its foray into countries like China and value-added consumer products that were weighing on its profits.
"For the last 18 months, we have been reviewing every part of the business to ensure our assets and investments meet the needs of the Co-op today. Selling the farms is in line with our decision to focus on our New Zealand farmers' milk," Miles Hurrell, Fonterra Chief Executive Officer.
Ravi Thakran's SPAC considers acquiring the US and European brands. (FS)
Former L Catterton managing partner, Ravi Thakran, who recently launched Asia 3.0, a private equity fund of between $1-1.5bn targeting Asia's consumer industry, is currently scouting for American and European brands that appeal to consumers across Generations Z and Alpha in Asia,
DealStreetAsia reported.
The brands that are in Thakran's line of sight could span sectors such as health and wellness to spirits, that are digitally-native and socially-responsible – the ones that could define consumer trends for the time to come. Media recently said lifestyle brand Goop, founded by actress Gwyneth Paltrow, was a likely target for Thakran's blank-check company.
Al Masah Capital liquidated after its founder banned. (FS)
Al Masah Capital, once among the Persian Gulf's most active private equity companies, is being liquidated after being fined for allegedly misleading investors about fees,
Bloomberg reported.
The company's collapse comes after Dubai's financial watchdog in May penalized Al Masah, its founder Shailesh Dash, and two other executives on accusations that they also provided unauthorized services. The individuals were banned from working in the emirate's financial center.
SoftBank employees consider going private a bad idea. (FS)
Inside SoftBank Group, the idea of going private through a buyout has been discussed off and on for at least five years. Almost everyone except founder Masayoshi Son opposes it,
Bloomberg reported.
The reasons are substantial, no one has pulled off a buyout anywhere close to SoftBank's $134bn valuation. Not clear the company could raise the necessary financing, and such a complex deal would prove a distraction for at least a year. Senior managers also worry that without public shareholders, it would be harder to keep Son's wildest impulses in check.
Converge ICT plans to raise $680m in the Philippines biggest IPO.
Converge ICT Solutions plans to raise as much as $680m in an IPO that would be the country's largest-ever,
Reuters reported, encouraged by a coronavirus-spurred boom in demand for fibre broadband.
Converge joins a host of Southeast Asian companies planning listings, including Thailand Siam Cement Group Packaging's $1.5bn IPO, signalling a revival in investor interest in region's underperforming markets. At the upper end, the IPO of up to 1.73bn shares could raise as much as $678m, including the over-subscription option. That would surpass the $627m raised by Robinsons Retail Holdings in 2013.
