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AMERICAS
Canada's merger court ruled in favor of Rogers Communications and Shaw Communications in a key antitrust case, clearing one of the final hurdles to the union of two of the nation's largest telecommunications firms, Bloomberg reported.
The federal antitrust commissioner failed to prove that the deal would cause significant harm to competition in the industry, the Competition Tribunal said in a summary of its ruling. The merger of Rogers and Shaw is “not likely to result in materially higher prices” or a decline in service or innovation, the court found.
Rogers is advised by Bank of America, Barclays, Cravath Swaine & Moore, Goodmans and Torys (led by Richard Willoughby). Financial advisors are advised by Davis Polk & Wardwell, Latham & Watkins and McCarthy Tetrault (led by Richard Higa). Shaw is advised by CIBC World Markets, TD Securities, Burnet Duckworth & Palmer, Davies Ward Phillips & Vineberg (led by Vincent A. Mercier and Brett Seifred), Dentons (led by William Jenkins and Bill Gilliland) and Wachtell Lipton Rosen & Katz (led by Adam Emmerich and Mark Stagliano). Financial advisors are advised by Osler Hoskin & Harcourt.
Disc Medicine, a privately-held, clinical-stage biopharmaceutical company, completed the merger with Gemini, a clinical-stage precision medicine company, in a $175m deal.
"The completion of this merger and concurrent financing marks a transformative moment in Disc's growth and ensures we are well-positioned to advance our portfolio of innovative, potentially first-in-class therapeutic candidates through key development milestones. We're excited to enter the new year with multiple programs already in the clinic, a robust development pipeline and the financial strength from this merger. We look forward to maintaining this momentum and reporting on interim data read-outs from several patient studies in 2023," John Quisel, Disc CEO and President.
The First Bancshares, the holding company for The First Bank, and Heritage Southeast Bancorporation, the holding company for Heritage Southeast Bank, announced the approval by the shareholders of the $207m acquistion.
First Bancshares previously announced the receipt of all necessary regulatory approvals for the consummation of the transactions contemplated by the merger agreement, including the proposed merger of Heritage Southeast Bank with and into The First Bank.
HSBI is advised by Piper Sandler and Nelson Mullins Riley & Scarborough. The First Bancshares is advised by D.A. Davidson & Co, Keefe Bruyette & Woods, Stifel (led by Chris Mihok) and Alston & Bird (led by Mark Kanaly and Clifford Stanford). Financial advisors are advised by FisherBroyles (led by H.H. Sean Wee).
General Electric expects to spin off its healthcare arm into a separately traded company on January 4, and S&P Dow Jones Indices announced Wednesday afternoon that the new company will be included in the S&P 500 as of that day. The new stock will replace Vornado Realty Trust, which will move down to the S&P Midcap 400, S&P Dow Jones Indices announced.
GE announced plans to split the company into three separate entities in November 2021, with the creation of GE Healthcare the first step toward that goal. The split is expected to happen after the close of trading on January 3, with GE investors receiving one share of GE Healthcare for every three shares of GE they own.
After spinning off the healthcare unit, GE executives expect to create another new company that combines the GE Renewable Energy, GE Power and GE Digital units in 2024. The remaining entity will be focused on aviation. MarketWatch reported.
General Electric is advised by Bank of America, Evercore, Goldman Sachs, Morgan Stanley, PJT Partners, Gibson Dunn & Crutcher and Paul Weiss Rifkind Wharton & Garrison (led by Steven Williams).
Realty Income, a real estate investment trust, agreed to acquire 185 single-tenant retail and industrial properties from CIM Real Estate Finance Trust, a commercial credit-focused real estate investment trust, for $894m.
"We are pleased to execute our fourth portfolio transaction with CIM since 2019, demonstrating our continued access to high-quality portfolio opportunities at attractive risk-adjusted returns and our sustained momentum on both the forward equity and acquisition fronts. Upon closing, this transaction will be immediately accretive to earnings on a leverage-neutral basis and is highly complementary to our existing portfolio," Sumit Roy, Realty Income President and CEO.
CIM Real Estate is advised by Diehl Communications (led by Karen Diehl).
Sightline Commercial Solutions completed the acquisition of Trex Commercial Products from Trex, a manufacturer of high-performance, wood-alternative decking and railing. Financial terms were not disclosed.
"During our ownership of Trex Commercial, its products were installed in some of the largest and most prestigious sporting and entertainment venues in the country. Trex Commercial was also instrumental in helping the Company capitalize on the growing trend toward more modern, commercially inspired railing designs with the launch of our successful rod rail system, the new glass railing system and numerous other innovations that will drive future value for Trex. I am pleased to report that current Trex Commercial staff will be offered employment at the new company," Bryan Fairbanks, Trex President and CEO.
Trex was advised by Advisiry Partners (led by Lynn Morgen).
CTO Realty Growth, a real estate investment trust, completed the acquisition of The Collection At Forsyth, a 560k square foot lifestyle, mixed-use property in the Forsyth County submarket of Atlanta, Georgia, for $96m.
"Our acquisition of The Collection at Forsyth is an exciting opportunity to invest in a high-quality asset meaningfully below replacement cost where we believe there is future upside by repositioning the property through targeted capital investment, improving the overall tenant mix, and leasing the existing vacancy. We'll be engaging our leasing team at Ashford Lane, which is just 20 miles down the road from The Collection at Forsyth, to drive tenant synergies between the two properties as we look to replicate our success at this new repositioning opportunity. Terrific demographic trends, intensive development surrounding the Property, and the potential to lease the vacant former Earth Fare outparcel building to a new grocer are all demand-driving tailwinds as we look to position The Collection at Forsyth as the go-to retail destination in this growing Atlanta submarket," John P. Albright, CTO Realty Growth President and CEO.
EMEA
Buckthorn Partners, a private equity firm, and One Equity Partners, a middle market private equity firm, completed the acquisition of Amey, an infrastructure services and engineering company, from Ferrovial, a global infrastructure and mobility operator, for $443m.
“Amey is a well-regarded, long-standing player in the critical infrastructure design and management space in the UK, and we are very excited about the enhanced opportunities for growth Amey will have as an independent company. We believe that the UK’s decarbonization efforts and Net Zero strategy will also accelerate growth by creating new opportunities for sustainable infrastructure," Ante Kusurin, One Equity Partners Principal.
Buckthorn Partners was advised by Alvarez & Marsal, Canaccord Genuity, Lane Clark & Peacock, Arc Pensions Law, Sidley Austin, Citigate Dewe Rogerson (led by Lorna Cobbett) and Grayling. One Equity Partners was advised by Latham & Watkins (led by Sam Newhouse). Ferrovial was advised by Morgan Stanley.
Private equity firms DIF Capital Partners and PGGM, agreed to acquire a 50% stake in Saur, a water management company, from EQT, a private equity firm. Financial terms were not disclosed.
"EQT Infrastructure has been and will continue to be our partner in the construction and execution of the group's transformation and growth acceleration strategy, mobilizing its platform to serve our corporate project. Welcoming PGGM and DIF Capital Partners onboard alongside EQT Infrastructure represents a great opportunity for Saur to develop faster and stronger," Patrick Blethon, Saur Chairman.
Saur is advised by Havas Paris. PGGM and DIF Capital are advised by UBS. EQT is advised by Morgan Stanley and Rothschild & Co.
FitzWalter Capital, a private equity firm, agreed to acquire energy decarbonization and utility companies TriConnex and eSmart Networks from Nexus Infrastructure, an engineering and infrastructure company, for £78m ($94m).
"Having undertaken a significant review of the Nexus Group, the Board believes that we have achieved a positive outcome for shareholders and stakeholders. The transaction today crystallises the inherent value of TriConnex and eSmart Networks and ensures Tamdown is well capitalised and able to progress with its two-year turnaround plan focusing on high quality contracts and improving operating margins towards those achieved historically," Richard Kilner, Nexus Chairman.
Pascal Raffy, the proprietor and managing director of Bovet, agreed to acquire the remaining 25% stake in Bovet Fleurier, a Swiss luxury watchmaker brand, from DKSH Holding, a Swiss holding company specializing in market expansion services. Financial terms were not disclosed.
"The transaction does not materially affect DKSH's profit and loss statement," DKSH.
Codic, a property developer, agreed to acquire GK5, a titanium site in the Grand Duchy of Luxembourg, a mixed real estate investor and developer, for €110m ($117m).
"We are pleased to have reached a closing with Nextensa to acquire this site in the Cloche d'Or district, located between the Route d'Esch and Avenue Guillaume Kroll. We will develop a large-scale project with strong architectural, environmental and social features. This acquisition also marks the first success of our new department Codic Invest, which has managed to raise significant funds from investors, together with Bank Degroof Petercam. Through this new business activity, we offer our financial partners the possibility of investing alongside us, benefiting from our thirty years of Luxembourg experience and our know-how, all in a perfect alignment of interests," Thierry Behiels, Codic International CEO.
Heidrick & Struggles, a provider of global leadership advisory and on-demand talent solutions, agreed to acquire Atreus, an executive interim management company. Financial terms were not disclosed.
"We are seeing a transformation in how organizations are acquiring executive level talent and the expertise they need. Having access to top talent to fill roles on an interim basis, or to drive major projects forward, is becoming an increasingly important solution for our clients. The acquisition of Atreus will strengthen our already market leading On-Demand Talent platform and extend Heidrick & Struggles' reach in this growing talent market segment, further underscoring our commitment to be at the forefront of delivering an integrated suite of executive talent and leadership advisory solutions," Dan Ryan, Heidrick & Struggles Managing Partner.
Promsvyazbank, a a state-owned bank, completed the acquisition of SMP Bank, a private commercial bank. Financial terms were not disclosed.
Promsvyazbank was targeted with Western sanctions this year over Russia's actions in Ukraine.
GSK on hunt for attractive biotechs ‘hiding in plain sight’.
GSK chief commercial officer Luke Miels says the company is looking at M&A targets that are under-appreciated worth $1bn-$2.5bn and avoid getting into a 'bidding war.'
Luke added that GSK is looking to acquire or partner with biotechs' hiding in plain sight' to expand its pipeline. Earlier this year, GSK acquired Sierra Oncology for $55 per share in cash, representing an approximate total equity value of $1.9bn (£1.5bn).
Miels said he was now spending far more time than usual on business development — half a day, or a day a week — as he hopes to secure drugs that will be approved in the medium term, FT reported.
Mitsubishi UFJ, a financial services company, agreed to acquire a 70% stake in Kanmu, a fintech company, from FreakOut Holdings, a technology solutions group, for $150m.
"I am very pleased to be able to do business with Kamm through a capital and business alliance. Going forward, we will continue to work with Kamm to provide safe, secure, convenient, and high-quality financial services in line with changes in the social environment, with the aim of further improving customer satisfaction," Masakazu Osawa, MUFG Director, Managing Executive Officer.
FreakOut Holdings is advised by Morgan Stanley.
National Green Development Fund, China-Russia Energy Fund, Hangzhou Industrial Investment Group, three China's state-owned enterprises, and China Southern Power Grid, a state-owned power system operator, led a $575m Series B and B+ funding round in Chint Anneng, a digital energy firm providing rooftop photovoltaic systems for households in rural China.
Its appeal in the private market comes as the firm is poised to file for an initial public offering. Chint Electrics said that the plans were still in the preliminary preparation phase, without disclosing the expected listing timeframe and location.
Hillhouse Capital, a private equity firm, CICC, a state-owned multinational investment management and financial services company, and Ori-Mind Capital, a boutique investment banking that focuses on new energy, semiconductor, and other industrial investments, led a $216m Series B funding round in Chint Solar, a clean energy solution provider.
The fresh capital, which will help the firm expand its production capacity.
The sweetener offered by billionaire Gautam Adani’s conglomerate to the once-defiant founders of New Delhi Television could test India’s takeover regulations that require all shareholders to be paid the same price by an acquirer.
Founders Prannoy Roy and Radhika Roy sold 27.26% of their equity in NDTV to Adani-controlled RRPR Holding at INR342.65 ($4.1426) per share - an almost 17% mark up to what minority shareholders received in an open offer that closed December 5. The transaction, that will boost their stake in NDTV to 64.7%, was announced last week.
Despite acquisition regulations mandating that all exiting shareholders be paid the same price, the Adani-Roy share transfer is exempt from the takeover rules and allowed to pay the premium since it’s through vehicles linked to the company’s owners, The Economic Times reported.
Toshiba deal faces more uncertainty as financing talks stall. (FS)
Toshiba’s preferred bidder won’t secure letters of commitment from banks by year-end, casting yet more uncertainty over a deal as disagreements over lending terms persist after months of negotiations.
A consortium led by Japan Industrial Partners is in talks over bank financing totaling about $10.6bn to take Toshiba private, but negotiations have stalled over covenants and collateral, preventing banks from deciding how much funding each would provide. JIP has also requested additional subordinated loans and other forms of mezzanine capital.
Banks including Sumitomo Mitsui Banking had expected to sign off by the end of December on $9bn in syndicated loans to help finance the buyout deal and another $1.5bn to cover operational costs after Toshiba’s privatization. No financing commitment is now possible until the new year, The Japan Times reported.
India exploring options for banks hit by EU oversight rule.
The Reserve Bank of India is working on alternate arrangements for banks whose local operations will get hit if Europe’s markets regulator withdraws recognition to Indian central counterparties.
The RBI and European Securities and Markets Authority are clashing over ESMA’s demand to join the RBI in overseeing Indian transactions. The move would give the foreign regulator “extra-territorial reach”.
European regulators have threatened to revoke the accreditation of six Indian clearing houses from May 2023. Following ESMA, the Bank of England has also warned that it will withdraw its accreditation of India’s Clearing Corporation from July 2023. The impasse means BNP Paribas, Deutsche Bank, HSBC and many other banks will need to unwind deals worth billions of rupees or pay higher capital to trade in India, Bloomberg reported.
Pinduoduo and other US listed Chinese tech stocks cancel plans to list in Hong Kong.
Major New York-listed Chinese tech stocks are dropping plans to also list their shares in Hong Kong, signaling the companies no longer feel the need to hedge against future regulatory conflicts between the US and China.
Nasdaq-listed e-commerce firm Pinduoduo, which has a market capitalization of $100bn, has put discussions about a possible Hong Kong listing on hold. And Full Truck Alliance, a $9bn valuation Chinese commercial freight company whose shares trade on the New York Stock Exchange, earlier this month scrapped a longtime plan to list shares in Hong Kong as soon as January. Neither company had publicly disclosed such plans.
The Chinese companies’ decision to stick with New York as their sole listing location came shortly after Washington officials said two weeks ago that Beijing had finally enabled US regulators to gain full access to the audits of Chinese stocks. Beijing’s concession underscores how much China and its businesses need the US stock market even at a time when the two countries are moving away from each other in key areas of technology such as semiconductors, The Information reported.
VNG to start local UPCoM listing on January 5.
Vietnamese tech major VNG said it will begin its listing on the local Unlisted Public Company Market on January 5, 2023, at an estimated valuation of around $365m.
UPCoM, operated by the Hanoi Stock Exchange, is seen as a transition bourse for unlisted companies to test the appetite of stock market investors, DealStreetAsia reported.
DFC commits $105m to Asia Partners' second fund, India's Home First Finance. (FS)
The US International Development Finance Corporation has approved over $100m of investments in a Southeast Asian private equity fund and an Indian mortgage provider.
It has committed to invest $30m in Singapore-based Asia Partners’ second tech-focused fund and to provide a $75m loan for Home First Finance to support affordable housing mortgage loans to low-income female borrowers, DealStreetAsia reported.
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