Daily Review

Broadcom CEO seeks to convince EU on $61bn VMware deal. (FS)

US chipmaker Broadcom's Chief Executive Hock Tan will try to convince EU antitrust enforcers that his proposed $61bn bid for cloud computing firm VMware, which has triggered scrutiny on both sides of the Atlantic, is pro-competitive, Reuters reported.

Tan, flanked by his executives and lawyers, in Brussels for a closed hearing on one of the biggest tie-ups in the history of the technology sector.

VMware is advised by Goldman Sachs (led by Sam Britton), JP Morgan, Gibson Dunn & Crutcher (led by Andrew Kaplan and Barbara Becker) and FGS Global (led by Paul Kranhold). Financial advisors are advised by Debevoise & Plimpton (led by Michael Diz) and Sullivan & Cromwell (led by John L. Savva and Alison S. Ressler). Broadcom is advised by Bank of America (led by Ron Eliasek and Kevin Brunner), Barclays (led by Gary Posternack, Richard Hardegree and Laurence Braham), Citigroup (led by Daniel Mallegni and Tyler Dickson), Credit Suisse, Morgan Stanley (led by Anthony Armstrong), Wells Fargo Securities, Cleary Gottlieb Steen & Hamilton, O'Melveny & Myers (led by Adit Khorana), Wachtell Lipton Rosen & Katz (led by Viktor Sapezhnikov, Ronald Chen and David Karp), Brunswick Group and Joele Frank (led by Arielle Rothstein, Tim Ragones and Joele Frank). Financial advisors are advised by Cooley (led by Ben Beerle). Silver Lake is advised by Simpson Thacher & Bartlett (led by Atif Azher).

MoneyGram and Madison Dearborn Partners announce merger transaction is expected to close on or before June 1, 2023. (FS)

MoneyGram International a global financial technology company that connects the world's communities, provided an update on its previously announced agreement to be acquired by funds affiliated with Madison Dearborn Partners.

The parties received approval from the Reserve Bank of India. As a result, all money transmission regulators in all applicable domestic and international jurisdictions have now provided their approval or non-objection of the transaction. All other regulatory conditions to closing had previously been met.

MoneyGram is advised by Bank of America, Vinson & Elkins and Joele Frank. Bank of America is advised by Paul Hastings. Madison Dearborn Partners is advised by Barclays, Deutsche Bank, Goldman Sachs, JP Morgan, Covington & Burling, Kirkland & Ellis, Latham & Watkins (led by Fiona M. Maclean, Ian Bushner, Christopher Drewry and Neal Reenan), Abernathy MacGregor Group. Financial advisors are advised by Cleary Gottlieb Steen & Hamilton (led by Paul Shim) and Davis Polk & Wardwell. Debt financing is provided by Barclays, Deutsche Bank and Goldman Sachs.

Magenta Therapeutics, a biotechnology company, agreed to merge with Dianthus Therapeutics, a clinical-stage biotechnology. Financial terms were not disclosed.

 

“After a thorough exploration of our strategic alternatives, management and our Board of Directors believe the transaction with Dianthus Therapeutics will culminate in a successful outcome for our stockholders. Dianthus has made rapid progress in developing and advancing DNTH103 into the clinic where it has the potential to be a transformative classical pathway inhibitor for severe autoimmune diseases. We are extremely grateful to our current and former employees who contributed to Magenta’s efforts to develop its programs and we now look forward to the combined company’s advancement on opportunities for value creation for patients,” Steve Mahoney, Magenta President and Chief Financial and Operating Officer.

Dianthus is advised by Evercore, Guggenheim Partners, Jefferies & Company, Raymond James and Gibson Dunn & Crutcher. Magenta is advised by Houlihan Lokey, Wedbush PacGrow, Goodwin Procter and Verge Scientific Communications (led by Peg Rusconi).

Assa, Spectrum Brands reach settlement with US on deal.

Sweden's Assa Abloy, a lock maker, and US-based Spectrum Brands Holdings said they have reached a settlement with the US Justice Department regarding Assa's $4.3bn proposed deal to buy Spectrum's hardware and home improvement division, Reuters reported.

The Justice Department last year sued to block the proposed deal by Assa Abloy to buy the Spectrum Brands HHI division, which makes residential door hardware, saying the deal could lead to higher prices.

Assa is advised by Bank of America, Hogan Lovells and Linklaters (led by Peter Cohen-Millstein and Megan Ridley-Kaye). Spectrum is advised by Credit Suisse, RBC Capital Markets, Alston & Bird (led by Stuart Rogers) and Davis Polk & Wardwell. Financial advisors are advised by White & Case (led by Denise A. Cerasani).

Velan announced that holders of subordinate voting shares and of multiple voting shares of Velan have approved the proposed arrangement resolution in connection with the arrangement agreement made as of February 9, 2023 among Velan and Flowserve.

The Arrangement remains subject to the approval of the Superior Court of Québec and the satisfaction or waiver of other customary closing conditions, including the regulatory approvals and clearances.

Velan is advised by BMO Capital Markets, Richter, Davies Ward Phillips & Vineberg, McCarthy Tetrault (led by Patrick Boucher) and Norton Rose Fulbright. Flowserve is advised by Citigroup, Baker McKenzie and Joele Frank (led by Woomi Yun and Viveca Tress).

Washington Federal the parent company of Washington Federal Bank and Luther Burbank the parent company of Luther Burbank Savings, jointly announced that, at special meetings of their respective shareholders held on May 4, 2023, Washington Federal shareholders approved the issuance of shares of Washington Federal’s common stock to the shareholders of Luther Burbank.

“We are very pleased to have received shareholder approval in connection with the merger. We continue to firmly believe that combining with Washington Federal is in the best interests of all of our stakeholders, including our shareholders and the communities we serve. We are working collaboratively with Washington Federal on expeditiously pursuing regulatory approval so that we can begin executing on our closing and integration processes,” Simone Lagomarsino, Luther Burbank President and Chief Executive Officer.

Luther is advised by Piper Sandler and Holland & Knight. Washington Federal is advised by Keefe Bruyette & Woods (led by Joseph Gulash) and Davis Wright Tremaine. Keefe Bruyette & Woods is advised by FisherBroyles.

SunMed, a health care company, completed the acquisition of the consumable business from Vyaire Medical, a manufacturer and distributor of consumable medical devices for anesthesia and respiratory care. Financial terms were not disclosed.

“We are pleased to officially welcome Vyaire’s respiratory and anesthesia consumables team into the SunMed family and are excited by the promising opportunities created by the joining of two great businesses. Together, we will be even better positioned to drive innovation, using our combined expertise and industry-leading engineering capabilities. Our mission will continue to be focused on improving quality of life and setting the standard of care," Hank Struik, SunMed CEO.

SunMed was advised by Goodwin Procter and FGS Global (led by Kerry Golds). Vyaire Medical was advised by Jefferies & Company, Linklaters and Simpson Thacher & Bartlett (led by Ryerson Symons and Mark Viera).

 

Palladium Equity Partners-backed Trachte, a provider of highly engineered protection and control buildings, completed the acquisition of Parkline, a premier manufacturer and service provider. Financial terms were not disclosed.

"Trachte is excited to add the Parkline team, which has already established Parkline as a leading manufacturer and service provider in the data center, electric utility, energy and industrial end markets – sectors that are complementary to Trachte's existing business. This transaction is all about growing with our customers and supporting their important priorities, such as upgrading an aging power grid, expanding data centers, and accelerating the buildout of renewable power systems," Shawn Smith, Trachte CEO.

Parkline is advised by Livingstone Partners and McGuireWoods. Palladium Equity is advised by Kekst CNC. Trachte is advised by Stephens and Morrison & Foerster.

 

Glenfarne Energy Transition-backed EnfraGen, an energy company, and Partners Group, a private equity firm, agreed to acquire six assets in Panama and Costa Rica from Grupo Argos-backed Celsia, a Colombian electricity company focused on renewable energies and energy efficiency. Financial terms were not disclosed.

“This acquisition continues to expand EnfraGen’s diversified renewable energy portfolio and progresses our mission to accelerate the energy transition in Latin America and beyond. Continued investment in these high-quality and high-growth markets aligns well with EnfraGen’s objectives," Brendan Duval, EnfraGen Founder and CEO.

EnfraGen is advised by Dentons, Paul Hastings, SIGMA Law Firm and Prosek Partners (led to Kristin Cole). Celsia is advised by Skadden Arps Slate Meagher & Flom (led by Paola Lozano).

Ocado Group, a grocery technology company, agreed to acquire 6 River Systems, a collaborative AMR fulfilment solutions provider, from Shopify, a Canadian multinational e-commerce company. Financial terms were not disclosed.

"We are delighted to welcome new colleagues to the Ocado family. 6 River Systems brings exciting new IP and possibilities to the wider Ocado technology estate, as well as valuable commercial and R&D expertise in non-grocery retail segments," James Matthews, Ocado Technology CEO.

Ocado was advised by Centerview Partners and Davis Polk & Wardwell. Shopify was advised by Skadden Arps Slate Meagher & Flom.

Kent Road Capital, a private equity firm, completed the acquisition of a majority stake in CuBE Packaging Solutions, a reusable packaging solutions provider. Financial terms were not disclosed.

“CuBE’s commitment to sustainability, combined with its leading market position and customizable product offerings, make it an attractive investment opportunity for Kent Road Capital," Ian Kessler, Kent Road Partner.

Kent Road Capital was advised by BMO Capital Markets and Goodmans.

Pearl Energy Investments, a private equity firm, completed an investment in Swordfish Energy Holdings, an exploration and production company. Financial terms were not disclosed.

“This is an exciting time to be well-capitalized and pursuing new opportunities. We look forward to leveraging our technical and operational expertise combined with Pearl’s financial strength and opportunistic investment style to move quickly and capture high quality producing assets and undeveloped horizontal acreage,” Marcos Briceno, Swordfish CEO.

Swordfish was advised by Vinson & Elkins (led by Mike Marek). Pearl Energy was advised by Sidley Austin.

DIC to acquire the Canadian business of PCAS for €88m. (FS)

DIC, a chemical company, agreed to acquire the Canadian business of PCAS, a biotechnology company, for €88m ($97m).

"PCAS’ potential decision to divest its Canadian subsidiary and the execution of the related agreements remain in any case subject to the full completion of the mandatory information-consultation process of the competent workers’ councils, after authorization of PCAS’ Supervisory Board and Seqens, its majority shareholder," PCAS.

SK Capital is advised by Nomura.

 

Bankrupt crypto exchange FTX received US bankruptcy court permission to sell its LedgerX business for $50m, raising additional funds to repay creditors, Reuters reported.

At a hearing in Wilmington, Delaware, US Bankruptcy Judge John Dorsey signed off on FTX's sale of LedgerX, its non-bankrupt crypto derivatives trading platform, to an affiliate of Miami International Holdings.

FTX is advised by Joele Frank (Aaron Palash and Meaghan Repko).

Lockton, an insurance broker, completed the acquisition of THB Brazil, an insurance company, from Amwins, independent wholesale distributor of specialty insurance products. Financial terms were not disclosed.

"We're delighted to begin a new era for Lockton in Brazil. As separate entities, Lockton and THB have both performed exceptionally in recent years. Our combined strength will only make us better, enabling us to develop more meaningful and long-term relationships with our clients, insurers and reinsurers, provide development opportunities for our Associates, and achieve our goal of doubling in size over the next three years," José Otávio Sampaio, Lockton Chief Executive Officer.

Henry Schein to acquire S.I.N. Implant System.

Henry Schein, a provider of health care products and services to office-based dental and medical practitioners, agreed to acquire S.I.N. Implant System, a health care company. Financial terms were not disclosed.

“The acquisition of S.I.N. represents the natural progression of our BOLD+1 Strategy to expand our fast-growing dental specialties businesses, where we have a proven track record of successful acquisitions resulting in profitable growth in addition to our internal growth. We are delighted to partner with S.I.N. and believe that through our combined resources, we will be well-positioned to address the growing demand for implants and bone regeneration products in both the developed and emerging markets. Brazil is one of the fastest-growing markets in the world for dental implants due to an increasing awareness of the importance of oral health, coupled with a large aging population,” Stanley M. Bergman, Henry Schein Chairman of the Board and Chief Executive Officer.

DWK Life Sciences, a global manufacturer and supplier of laboratory glassware, plasticware, and primary packaging solutions, completed the acquisition of Assem-Pak | Aluseal, a company which provides products and services to the pharmaceutical, laboratory, and medical device markets. Financial terms were not disclosed.

 “I’m excited that Assem-Pak has joined the DWK family to enhance our vision of being a leading packaging solutions provider. Assem-Pak’s combination of manufacturing expertise and service offerings is a great addition to our already extensive global production and service footprint. This acquisition will allow DWK to capitalize on increasing demand for custom solutions to meet the complex needs of the Life Science industry,” Armin Reiche, DWK Life Sciences CEO.

Probo Medical, a global provider of medical imaging equipment, completed the acquisition of MRI Coil Repair Operation of Creative Foam, a medical equipment manufacturer. Financial terms were not disclosed.

"Creative Foam has long been an industry leader in MRI system coil repair. The synergies this acquisition provides greatly enhance Probo's ability to serve our growing diagnostic imaging repair segment. Adding this level of expertise to our existing, world-class ultrasound sales, service and repair capabilities fits squarely within the value proposition we provide to our customers needing to buy, service and repair their equipment," Michael Asmer, Probo Medical CEO.

TTG Imaging Solutions completed the acquisition of Digirad Health from Star Equity Holdings.

TTG Imaging Solutions, a provider of end-to-end solutions in imaging and other medical services, completed the acquisition of Digirad Health, a health care company, from Star Equity Holdings, a diversified holding company. Financial terms were not disclosed.

"The merger with TTG creates tremendous opportunity for the employees of Digirad. We have known for a long time that expansion into other modalities was the next evolution for Digirad. We are excited to partner with TTG as we expand our combined capabilities," Rick Coleman, Star Equity Holdings CEO.

 

Schioppa Casters and Wheels, a caster and wheel manufacturer agreed to acquire the Brazlilian business of Colson Group, a global manufacturer. Financial terms were not disclosed.

"This sale will streamline our global operations and allow us to focus on our core businesses. We would like to thank the entire Colson Brazil team for their efforts in building a strong and prosperous business and wish them all the best for their future," Richard Kobor, Colson Group CEO.

Pella, an industrial company, agreed to acquire Lawson Industries, a window and door manufacturer. Financial terms were not disclosed.

"Lawson's skilled workforce and capacity for continued growth is an ideal match for Pella. Their values and culture demonstrate sincere caring and a commitment to excellence. We're confident that they will be an incredible addition to the Pella Family of Brands," Polly Tousey, Pella Vice President.

 

 

Implenia, a real estate and construction services company, completed the acquisition of Wincasa, a real estate service provider company, from Swiss Prime Site, a real estate company, for $187m.

“The acquisition of Wincasa is ideally suited to our strategy for sustainable success – with a clear focus on stable service revenues along our value chain. We will benefit from Wincasa’s expertise and customer relationships. As an established, extremely well-connected company with experience of the entire property lifecycle, we will ideally complement Implenia’s value chain. Together, we can create a unique, integrated service portfolio for all our customers. We look forward to working together and sharing future success," André Wyss, Implenia CEO.

Swiss Prime Site was advised by Ernst & Young, Morgan Stanley and Lenz & Staehelin (led by Stephan Erni).

Frankfurter Leben, a German insurance group, agreed to acquire Generali Deutschland Pensionskasse, an insurance brokerage services provider, from Generali, a financial services company. Financial terms were not disclosed.

"With this transaction, the Frankfurter Leben Group can further strengthen its role as a specialized consolidation platform in the field of life insurance and old-age provision products in Germany," Frankfurter Leben.

Generali is advised by Goldman Sachs and Hengeler Mueller (led by Carl-Philipp Eberlein).

One Equity Partners completed the acquisition of Kirey Group and Synergyc. (FS)

One Equity Partners, a private equity firm, completed the acquisition of Kirey Group, an Italian IT systems integrator, and Synergyc, a Bulgarian IT services solutions provider. Financial terms were not disclosed.

“We are happy to partner with Kirey Group to support the Company in their ambition to become a leading Italian and European digital transformation expert. The simultaneous combination of Kirey Group with Synergyc creates a new player of scale in the market that is primed to benefit from robust growth within European IT services, a rapidly growing market driven by the adoption of various technologies supporting remote working and the continued digitization of business processes,” Joerg Zirener, One Equity Partners Senior Managing Director.

Kirey Group and Synergyc were advised by DC Advisory (led by Francesco Moccagatta and Giuliano Guarino) and Stanton PRM.

Competition and Markets Authority has provisionally found that the completed acquisition by Copart of Hills Motors could result in a substantial lessening of competition in the market for the supply of salvage services in the UK.

The CMA referred the deal to an in-depth Phase 2 inquiry after identifying competition concerns in the supply of salvage services, salvage vehicles and recycled parts during its initial, Phase 1, investigation.

Following this further investigation, the CMA has now provisionally found that allowing Copart to purchase Hills Motors could substantially lessen competition in the market for the supply of salvage services in the UK. Copart is currently the market leader by a significant distance. Hills Motors, which has an in-house dismantling service and is an important supplier of recycled parts, is one of a small number of players in the market for salvage services that have a track record of successfully competing for and servicing large national salvage contracts for insurance companies.

Hill Salvage was advised by Hill Dickinson. Copart was advised by Eversheds Sutherland.

Trane Technologies, a manufacturing company focused on HVAC systems, completed the acquisition of MTA, an Italian-based manufacturer and distributor of sustainable solutions in industrial process cooling, air conditioning and air treatment. Financial terms were not disclosed.

“Trane Technologies is the perfect fit for MTA. We share a common purpose – to innovate for our customers and deliver sustainable solutions and superior service. I am excited for our future together," Marco Motton, MTA CEO.

Trane Technologies was advised by JP Morgan.

Technip Energies, a French engineering and technology company, and John Cockerill, a mechanical engineering group, agreed to form Rely, a green hydrogen company. Rely will be 60%-owned by Technip Energies and 40%-owned by John Cockerill.

“Achieving the world’s net zero targets requires significant investment to develop and scale decarbonization solutions. Global ambitions demand that affordable solutions and sustainable products for industries and consumers alike must be developed. Technip Energies is committed to meeting this challenge, and, together with John Cockerill, we are announcing the creation of Rely – a new integrated technology and solutions company for green hydrogen and power-to-X markets. Rely will bring together a unique combination of expertise, bridging green electrons to molecules," Arnaud Pieton, Technip Energies CEO.

Technip Energies is advised by Skadden Arps Slate Meagher & Flom (led by Arash Attar-Rezvani).

 

Geis Group, a standardised and customer-specific transport solutions provider, agreed to acquire a 66% stake in Quehenberger Logistics, a trucking and logistics services provider. Financial terms were not disclosed.

“We want to actively pursue the interesting growth opportunities in the South-Eastern European market. In addition to focussing on organic growth, we have therefore discussed various options for acquisitions. Talking about our strategic ambitions with a company we have been friends with for years was clearly the preferred choice. Our companies have been working together for ten years. We know each other really well, have similar corporate cultures and full agreement on strategic perspectives. Therefore, we are very pleased that this transaction has worked out," Hans-Wolfgang Geis, Geis Group Managing Partner.

Quehenberger Logistics is advised by Rothschild & Co.

 

Xiamen Yan Palace Bioengineering, a Chinese edible bird’s nest producer, is considering a Hong Kong initial public offering that could raise about $200m. 

Yanzhiwu is working with China International Capital and GF Securities to prepare for the first-time share sale. The IPO could take place as soon as the fourth quarter of this year. Yanzhiwu had previously applied for a Shanghai IPO but formally withdrew it last year, Bloomberg reported.