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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.
9 April 2019

Board of Versum Materials recommended Merck’s sweetened $6.5bn offer.

Daily Review

Global M&A

EMEA

Carlyle Group to acquire a minority stake in Cepsa from Mubadala on an EV of $12bn. (Financial Sponsors)

UK antitrust regulators approve RWE’s acquisition of stake in E.ON.

EU fined General Electric $58m over misleading data in $1.6bn acquisition of LM Wind. (FS)

Norwegian financial authorities approve of both Nasdaq and Euronext as bidders for Oslo Bors.

ICG and Merieux Equity Partners acquired Doc Generici from CVC. (FS)

Sodexo to acquire UK-based The Good Care Group.

Debenhams rejected Mike Ashley's rescue plan.

KKR acquired German film production company Wiedemann & Berg Film. (FS)

Nestle acquired a minority stake in Independent Vetcare Group from EQT. (FS)

BlackFin Capital invested in Consultim Group. (FS)
 
Invest Bank shareholders to approve government bailout during meeting.

Dubai Islamic Bank entered negotiations to buy Noor Bank. 
 

AMERICAS

Board of Versum Materials recommended Merck’s sweetened $6.5bn offer.

Capitol Investment Corp IV to merge with Energy Capital Partners-backed Nesco in a $1.1bn deal. (FS)

CEC Entertainment and Leo Holdings Corp announced a merger agreement. (FS)

Great Hill Partners to acquire The Onion and Gizmodo Media Group from Univision Communications. (FS)
 
2U to acquire Trilogy Education for $750m.

First Interstate Bank closed the $181m acquisition of Idaho Independent Bank.

First Interstate Bank closed the $21.5m acquisition of Community First Bank.

Nautic Partners acquired LindFast Solutions Group. (FS)

Foreshore Exploration Partners Corp completed the reverse takeover of POSaBit.
 
Pinterest set a $15-17 price range for its IPO.
 
Dyal Capital Partners raised $7bn for its fourth fund. (FS)

M/C Partners raised $350m for its latest fund. (FS)
 

APAC

Everstone to acquire a controlling stake in Sahyadri Hospitals. (FS)

OUE Commercial REIT and OUE Hospitality in talks to merge.

Lenders of Jet Airways set bid terms for the company. (FS)

Bharat Serums and Vaccines looking to sell a controlling stake to private equity investors. (FS)

SoftBank-backed Grab to raise $2bn in financing. (FS)

MUFG looking to invest $185m in SE Asian fintech startups. (FS)

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EMEA

Carlyle Group to acquire a minority stake in Cepsa from Mubadala on an EV of $12bn. (FS)

Private equity firm Carlyle Group is to acquire a minority stake of between 30% and 40% in Cepsa, Europe’s largest privately-owned integrated oil & gas company, from Mubadala Investment Company, the Abu Dhabi-based strategic investment company, on an EV of $12bn. The transaction is subject to customary regulatory approvals and is expected to close by end 2019.

Marcel Van Poecke, Head of Carlyle International Energy Partners, said: “We are delighted to partner with Mubadala and Cepsa’s management team through our commitment to invest in Cepsa which offers such strong potential and future opportunities in the global energy sector. We look forward to building upon Cepsa’s growth path for the benefit of their customers, suppliers and employees."

Rothschild & Co is advising Mubadala Investment Authority. JP Morgan, HSBC and Linklaters are advising Carlyle Group. Allen & Overy is advising Cepsa.
 
UK antitrust regulators approve RWE’s acquisition of stake in E.ON.

Britain’s Competition Markets Authority said on Monday that it had cleared German utility RWE’s purchase of a stake in rival E.ON’s renewables business and nuclear electricity generation assets. The acquisition of the 16.7% stake is part of E.ON’s asset swap acquisition of Innogy, a German electric utility company based in Essen. The deal was announced in March 2018.

“The CMA has decided, on the information currently available to it, not to refer the following merger to a Phase 2 investigation under the provisions of the Enterprise Act 2002,” the CMA said in a statement.

Deutsche Bank, Goldman Sachs, Lazard, Hengeler Mueller and Finsbury Hering Schuppene GPG are advising Innogy. BNP Paribas, Perella Weinberg Partners and Linklaters are advising E.ON. Allen & Overy is advising E.ON’s debt providers. Bank of America Merrill Lynch, Citigroup, Rothschild & Co and Freshfields Bruckhaus Deringer are advising RWE.
 
EU fined General Electric $58m over misleading data in $1.6bn acquisition of LM Wind. (FS)

European antitrust regulators fined General Electric $58m for providing misleading information in its $1.6bn takeover of Danish rotor blade maker LM Wind. General Electric acquired the company in October 2016 from DH Private Equity.

General Electric told the European Commission that it was not developing any other turbine apart from its 6-megawatt turbine when it sought EU approval to buy LM Wind. The EU found that this was not true after a third party provided details.

Rothschild & Co advised General Electric.
 
Norwegian financial authorities approve of both Nasdaq and Euronext as bidders for Oslo Bors.

Stock market operators Euronext and Nasdaq, two companies bidding for control of Oslo Bors, a Norwegian exchange operator, have been deemed fit and proper owners by the Norwegian financial supervisory authority. The bidding battle for Oslo Bors began when Euronext made a first, unsolicited offer in December 2018. Euronext's $789m bid was matched by Nasdaq on March 4, 2019. The board of Oslo Bors recommended its shareholders to accept Nasdaq's offer.

“Euronext is convinced it is the best owner for Oslo Bors and welcomes the positive recommendation of the Norwegian financial supervisory authority to the Ministry of Finance,” Euronext CEO Stéphane Boujnah said.

“We are pleased to have been deemed fit and proper by the Norwegian Financial Supervisory Authority,” said a Nasdaq spokesman.

Arctic Securities, Carnegie, Selmer and Thommessen are advising Oslo Bors. Goldman Sachs and Skadden Arps Slate Meagher & Flom are advising Nasdaq. Bank of America Merrill Lynch, Rothschild & Co, SEB, SpareBank 1 Markets and Schjodt are advising Euronext.
 
ICG and Merieux Equity Partners acquired Doc Generici from CVC. (FS)

Private equity companies Intermediate Capital Group and Merieux Equity Partners acquired Doc Generici, one of Italy’s largest independent generic pharmaceutical companies, from CVC Capital Partners. Financial terms were not disclosed.

Benoît Durteste, Chief Executive and Chief Investment Officer of ICG, said: “This is a significant deal for Europe Fund VII and a milestone deal for ICG in Italy. It demonstrates how our local teams continue to find attractive investment opportunities across Europe which have the potential to produce strong growth and enable us to deliver on behalf of our fund investors.”

White & Case advised Merieux Equity Partners. Barclays, Latham & Watkins and Gattai Minoli Agostinelli Partners advised ICG. Legance Studio Legale Associato and Facchini Rossi & Soci advised CVC.
 
Sodexo to acquire UK-based The Good Care Group.

Sodexo, world leader in quality of life services, is to acquire UK-based The Good Care Group, a leading player in the live-in care market. Financial terms were not disclosed.

Sarosh Mistry, CEO Sodexo Home Care Worldwide, said: “Both Sodexo and The Good Care Group share a common mission to help our consumers age in their homes as independently and comfortably as possible. This cultural alignment is key to Sodexo and it is its core values that make The Good Care Group such a natural fit into Sodexo’s Worldwide Home Care business. Together, we see tremendous opportunity to offer a choice of home care solutions to consumers with complex care needs.”
 
Debenhams rejected Mike Ashley's rescue plan.

Debenhams, a British multinational retailer operating under a department store format in the United Kingdom, rejected the rescue plan offered by Sports Direct boss Mike Ashley, after he accused the company's board members of dishonesty during negotiations. Mr. Ashley, who owns a 30% stake in the company, offered to underwrite $196m of Debenhams’ debt in return for a CEO job soon after Debenhams rejected his takeover offer.

Numis Securities is advising Sports Direct.
 
KKR acquired German film production company Wiedemann & Berg Film. (FS)

KKR acquired Germany-based Wiedemann & Berg Film, a leading film production company, which produced the Oscar-winning film “The Lives of Others” and Oscar-nominated “Never Look Away." W&B Film will become a part of the Fred Kogel-led independent media company backed by KKR, with the participation of Atwater Capital. Financial terms were not disclosed.

Philipp Freise, Member and Head of the European Technology, Media and Telecommunications Industry team at KKR, said: “We are very excited to successfully complete the first stage of our company development with Fred Kogel. Now, we will focus on combining the expertise and know-how of all four companies, Max’s & Quirin’s in particular, to create something truly innovative. Our goal has always been to build an entertainment house for audio-visual content, not just to buy individual companies.”
 
Nestle acquired a minority stake in Independent Vetcare Group from EQT. (FS)

Nestlé Purina PetCare, a pet food subsidiary of Nestle, acquired a minority stake in Independent Vetcare Group, Europe’s largest veterinary services group, from private equity firm EQT Partners. Financial terms were not disclosed.

Through the partnership, Nestlé Purina will strengthen its collaboration with scientists, veterinarians and pet care professionals to help deliver advanced pet food solutions and first-class pet care services. Deeper knowledge of pets´ and pet owners’ needs will enhance Nestlé Purina’s ability to develop innovative products and solutions tailored to meet the specific needs of cats and dogs.
 
Jefferies advised EQT.
 
BlackFin Capital invested in Consultim Group. (FS)

BlackFin Capital, a financial consultant in Paris, invested in Consultim Group, an independent distribution platform of managed properties for retail investors in France. Financial terms were not disclosed.

“After 20 years at the head of Consultim, I chose to rely on BlackFin to support the group through its next development stage. We have very strong ambitions, and their experience as shareholders of companies like Nortia, Primonial or Cyrus Conseil will be a highly valuable asset,” said Consultim founder Benjamin Nicaise.
 
Invest Bank shareholders to approve government bailout during meeting.

Shareholders of Invest Bank, a corporate and retail banking company, will meet this week to approve a government bailout in a move that could set the stage for another bank merger in the United Arab Emirates. The government of Sharjah, the emirate where Invest Bank is based, is considering merging the troubled bank with Bank of Sharjah and United Arab Bank.

Barclays is advising Invest Bank. HSBC is advising the government of Sharjah.

Dubai Islamic Bank entered negotiations to buy Noor Bank.

United Arab Emirates’ largest sharia-compliant bank Dubai Islamic Bank is in talks to acquire Dubai-based Noor Bank, another Dubai-based bank. The preliminary discussions are said to be at an early stage. The potential deal comes among a wave of mergers in the Middle East’s financial sector and if completed, would create a lender with $75bn in assets
 

AMERICAS

Board of Versum Materials recommended Merck’s sweetened $6.5bn offer.

Board of Versum Materials, a leading electronic materials company, recommended the takeover offer made by Merck, a German multinational pharmaceutical, chemical and life sciences company, after the bid was raised to $6.5bn from $5.9bn. Entegris, a manufacturing company which is also bidding for Versum, was notified that it has until April 11 to propose revisions to its offer.

Citigroup, Lazard, Simpson Thacher & Bartlett and Skadden Arps Slate Meagher & Flom are advising Versum. Morgan Stanley and Wachtell Lipton Rosen & Katz are advising Entegris. Goldman Sachs, Guggenheim Partners and Sullivan & Cromwell are advising Merck. BNP, Bank of America Merrill Lynch and Deutsche Bank are providing debt financing to Merck and are being advised by Latham & Watkins.
 
Capitol Investment Corp IV to merge with Energy Capital Partners-backed Nesco in a $1.1bn deal. (FS)

Capitol Investment Corp IV, a public investment vehicle owned by Mark Ein, is to merge with Nesco, a leading provider of specialty rental equipment to the electric utility, telecom and rail end-markets, currently owned by private equity firm Energy Capital Partners in a $1.1bn deal.

"We work hard to set ourselves apart from other investment vehicles by scouring the world for outstanding companies where our team, and our capital, can be a catalyst to accelerate growth and then we actively engage with the businesses post-merger to help execute the business plan and create substantial long-term shareholder value. Nesco perfectly fits our model as it is uniquely positioned to benefit from the increased demand for its equipment as the result of the significant, consistent growth in infrastructure spending in each of its core end-markets – electric utility transmission and distribution, 5G deployment and rail development," said Mark Ein, Chairman and CEO of Capitol.

Morgan Stanley and Kirkland & Ellis are advising Nesco. Citigroup, Deutsche Bank, JP Morgan, Graubard Miller and Latham & Watkins are advising Capitol Investment Corp IV.
 
CEC Entertainment and Leo Holdings Corp announced a merger agreement. (FS)

Apollo-backed CEC Entertainment, a leading operator of a global network of entertainment and dining venues across two complementary brands, Chuck E. Cheese and Peter Piper Pizza, and Leo Holdings Corp, a publicly traded special purpose acquisition company, announced a merger agreement. This transaction will reintroduce CEC to the equity capital markets as a publicly listed company with an anticipated initial enterprise value of approximately $1.4bn.

Tom Leverton, Chief Executive Officer, CEC Entertainment, said, "I am extremely proud of everything that we have accomplished at CEC, and we are pleased to be seeing significant momentum in recent same-store sales trends. The executive team is eager to work with Leo as we continue to aggressively pursue opportunities in the next stage of our company's evolution. Our future growth plans are based on enhancing the total guest experience, unlocking operational investments, growing and upgrading our venues, and opportunistically pursuing M&A initiatives."

Citigroup and Kirkland & Ellis are advising Leo Holdings Corp. Jefferies and Morgan Lewis & Bockius are advising CEC Entertainment.
 
Great Hill Partners to acquire The Onion and Gizmodo Media Group from Univision Communications. (FS)

Great Hill Partners, a leading growth-oriented private equity firm, is to acquire The Onion and Gizmodo Media Group, a collection of premium digital content producer, from Univision Communications, an American media company. Financial terms were not disclosed.

“From our experience across the digital media landscape, we know it is not every day that an attractive suite of digital media assets becomes available with strong brand recognition among consumers and advertisers, and a set of engaged, vertical audiences which together are larger than Vox, BuzzFeed or Vice,” said Chris Gaffney, Managing Partner at Great Hill Partners.

Sidley Austin is advising Great Hill Partners. Morgan Stanley is advising Univision Communications.
 
2U to acquire Trilogy Education for $750m.

2U, a leader in education technology, is to acquire Trilogy Education, a workforce accelerator that prepares adult learners for high-growth careers in the digital economy, for $750m. Trilogy partners with top universities and leading companies to provide in-person and online skills-based training programs in coding, data analytics, UX/UI, and cybersecurity.
 
"Trilogy Education has built and scaled an incredible business thanks to Dan and his talented team, and we're thrilled to have them join 2U. Their business is a natural strategic fit and growth driver for 2U that will extend our reach across the career curriculum continuum, deepen our relationships with new and existing partners, drive marketing efficiencies, and open a more direct corporate training and enterprise sales channel for the company. We expect the addition of Trilogy to accelerate our path to $1bn in revenue by one year from 2022 to 2021," 2U Co-Founder and CEO Christopher "Chip" Paucek said. "Increasingly, universities are attempting to add practical, technical skills to their degrees. We simply future-proof the degree by adding this type of technical competency."
 
Citigroup is advising 2U. Morgan Stanley is advising Trilogy Education.
 
First Interstate Bank closed the $181m acquisition of Idaho Independent Bank.

First Interstate Bank, a financial and bank holding company, closed the $181m acquisition of Idaho Independent Bank, an Idaho-based banking company. The deal was announced on October 11, 2018.

“We are excited to join the First Interstate team and look forward to the opportunities and benefits this combination will bring to our clients, employees, and shareholders,” said Jack Gustavel, Executive Chairman and founder of IIB.

Piper Jaffrey and Luse Gorman advised First Interstate Bank. Sandler O’Neill and Witherspoon Kelly advised Idaho Independent Bank.
 
First Interstate Bank closed the $21.5m acquisition of Community First Bank.

First Interstate Bank, a financial and bank holding company, closed the $21.5m acquisition of Community First Bank, an Idaho-based bank, for $21.5m. The deal was announced on October 11, 2018.

“Community First Bank has a long-standing history of service excellence and giving back to the community, a tradition we also champion at First Interstate Bank,” said Kevin Riley, First Interstate President and Chief Executive Officer. “In welcoming Community First to the fold, we are not only expanding upon our presence in some of Idaho’s most robust markets, we are building upon a legacy and service philosophy of ‘doing the right thing.’ Culturally, this should allow for a seamless integration of our institutions.”

Piper Jaffrey and Luse Gorman advised First Interstate Bank. D.A. Davidson & Co and Breyer & Associates advised Community First Bank.
 
Nautic Partners acquired LindFast Solutions Group. (FS)
 
Private equity firm Nautic Partners acquired LindFast Solutions Group, a master distributor of specialty fasteners in the North American market. Financial terms were not disclosed.

Chris Pierce, a Managing Director of Nautic, said: “LindFast has a deep, experienced management team and a great culture across the organization. We are thrilled to partner with them to support the company’s organic growth and cross-selling initiatives, as well as to pursue selective acquisitions in LindFast’s fragmented market. Additionally, we’re excited to again be investing in the fastener distribution industry following our previous investment in Endries International, which enabled us to have early conviction on the LindFast opportunity.”

BB&T and Blank Rome advised LindFast. Locke Lord advised Nautic Partners. GSO and Ally Finance provided debt financing.

Foreshore Exploration Partners Corp completed the reverse takeover of POSaBit.

Foreshore Exploration Partners Corp, a capital pool company, completed the reverse takeover of POSaBit, a financial technology company that delivers blockchain-enabled payment processing and point-of-sale systems for cash-only businesses. The transaction was announced in June 2018.

In connection with the transaction, Foreshore has delisted from the TSX Venture Exchange and has obtained conditional listing approval of the Canadian Securities Exchange for the listing of the company's common shares on the CSE.

Tormont Group advised POSaBIT.
 
Pinterest set a $15-17 price range for its IPO.
 
Pinterest, a social media web and mobile application company, set a price range of $15-17 per share for its IPO of 75m shares, valuing it below the $12bn at which the company secured its last fundraising in 2017. At the upper end of its target range, Pinterest could raise $1.3bn in net proceeds at a $11.3bn market valuation.

Pinterest is the second loss-making unicorn to undertake an IPO this year. Transportation company Lyft, which made its debut last week, dropped below its IPO price on the second day of trading as analysts did not see a clear path to profitability. Pinterest recorded revenues of $756m and losses of $63m in 2018.

Dyal Capital Partners raised $7bn for its fourth fund. (FS)

Dyal Capital Partners, a division of Neuberger Berman that buys GP stakes in private equity firms, raised $7bn so far for its fourth flagship fund. The vehicle, a follow-up to a $5.3bn predecessor from 2015, is reportedly still seeking additional commitments. So far Dyal's strategy of buying GP stakes has won holdings in firms such as HGGC, Vista Equity Partners and Silver Lake.

M/C Partners raised $350m for its latest fund. (FS)

Private equity firm M/C Partners closed its latest fund on a $350m hard cap. The company focuses on firms in the growth infrastructure and services segments of the $1tn telecommunications and information technology industries.

“We are very pleased to announce the final closing of Fund VIII. We greatly appreciate the confidence and trust of our investors,” said Jim Wade, Managing Partner of M/C. “This successful fundraising highlights our investors’ enthusiasm for the strength of our team, our differentiated investment strategy and the compelling market opportunity.”

Monument Group and Latham & Watkins advised M/C Partners.
 

APAC

Everstone to acquire a controlling stake in Sahyadri Hospitals. (FS)

Everstone, a private equity and real estate investment firm focusing on India and Southeast Asia, is to acquire a controlling stake in Sahyadri Hospitals, a chain of hospitals in Maharashtra, India. Financial terms were not disclosed.

Sameer Sain, CEO of Everstone Group, said: “Sahyadri Hospitals is a reputed name for quality healthcare and will act as the anchor asset of our healthcare delivery platform. Everstone will leverage its significant healthcare expertise and experience to grow the overall business.”
 
OUE Commercial REIT and OUE Hospitality in talks to merge.

OUE Commercial Real Estate Investment Trust and OUE Hospitality Trust, two Singapore-based real estate investment trusts, are in advanced discussions to merge in a cash and stock deal. OUE Commercial is rumored to have offered to buy OUE Hospitality to create a single entity that will remain listed on the Singapore stock exchange and hold assets totaling S$6.7bn ($4.9bn). 
 
Lenders of Jet Airways set bid terms for the company. (FS)

Lenders of Jet Airways, a major Indian international airline based in Mumbai, laid out terms under which potential bidders could acquire a stake in the company. Jet’s lenders, led by State Bank of India, last month agreed to bail out the airline in a complex deal that involved the banks taking a temporary 75% stake in the company.

Potential bidders have until April 10 to submit their expressions of interests. TPG Capital, KKR and Blackstone Group are rumored to be interested in acquiring the stake.
 
Bharat Serums and Vaccines looking to sell a controlling stake to private equity investors. (FS)

Bharat Serums and Vaccines, an Indian biopharmaceutical company, is looking to sell a controlling stake for around $500m to a private equity investor. The Daftary family, which owns 77% of the company, has approached Carlyle Group and Advent International, among others, with regards to selling the stake. The talks are at a preliminary stage.
 
SoftBank-backed Grab to raise $2bn in financing. (FS)

Grab, a Singapore-based transportation network company backed by SoftBank is looking to raise another $2bn this year to ramp up expansion. Grab expects to invest a significant portion of the funds in Indonesia. 

“We basically received a very strong vote of confidence. And Masa shared that SoftBank is very happy with Grab and that SoftBank will provide unlimited support to power our growth,” Grab’s CEO Anthony Tan said, referring to SoftBank founder and CEO Masayoshi Son.

The funding to be raised from strategic investors, including SoftBank, will be a mix of debt and equity.
 
MUFG looking to invest $185m in SE Asian fintech startups. (FS)

Japan’s largest bank by assets, Mitsubishi UFJ Financial Group is looking to make investments in South East Asian fintech startups with its $185m CVC fund. The Japanese bank launched MUFG Innovation Partners in January to target startups both in Japan and overseas. Apart from fintech, the bank is also looking to invest in artificial intelligence, the Internet of Things and quantum computing

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