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AMERICAS
CBS and Viacom, two US media conglomerates, agreed to merge in an all-stock deal. The Boards of Directors of both firms approved the merger agreement . Existing CBS shareholders will own approximately 61% of the combined company and existing Viacom shareholders will own about 39% of the combined company on a fully diluted basis. Under the terms of the agreement, each Viacom Class A voting share and Viacom Class B non-voting share will convert into 0.59625 of a Class A voting share and Class B non-voting share of CBS, respectively.
Bob Bakish, President and Chief Executive Officer of Viacom, said: “Today marks an important day for CBS and Viacom, as we unite our complementary assets and capabilities and become one of only a few companies with the breadth and depth of content and reach to shape the future of our industry. Our unique ability to produce premium and popular content for global audiences at scale – for our platforms and our partners around the world – will enable us to maximize our business for today, while positioning us to lead for years to come. As we look to the future, I couldn’t be more excited about the opportunities ahead for the combined company and all of our stakeholders – including consumers, the creative community, commercial partners, employees and, of course, our shareholders.”
Centerview Partners, Lazard, and Paul Weiss Rifkind Wharton & Garrison are advising CBS. LionTree Advisors, Morgan Stanley, Cravath Swaine & Moore, and Shearman & Sterling, are advising Viacom. Evercore and Cleary Gottlieb Steen & Hamilton are advising National Amusements.
Oregon has joined a multistate lawsuit to block the merger of US wireless carriers T-Mobile US and Sprint, the New York attorney general's office said.
Fifteen states and the District of Columbia are now seeking to stop the merger, which the states argue is anticompetitive and will cost their residents more than $4.5bn annually. The lawsuit most recently added Texas, whose attorney general is the first Republican to join the effort.
“Oregon’s addition to our lawsuit keeps our momentum going, and ensures that there isn’t a single region of this country that doesn’t oppose this anticompetitive megamerger,” New York Attorney General Letitia James said.
Morrison & Foerster is advising Softbank. Richards Layton and Finger, Wachtell Lipton Rosen & Katz, Latham & Watkins, Hogan Lovells, DLA Piper, Allen & Overy, PJT Partners, Morgan Stanley, Goldman Sachs, Evercore, Deutsche Bank are advising Deutsche Telekom. Skadden Arps Slate Meagher & Flom, Simpson Thatcher & Bartlett, Potter Anderson & Corroon, Morrison & Foerster, Goodwin Procter, The Raine Group, SMBC Nikko, Mizuho Securities, JP Morgan, Centerview Partners are advising Sprint.
Genworth, the largest private-sector residential mortgage insurer in Canada, sold a 57% stake in Genworth Canada to private equity firm Brookfield in a $1.8bn deal.
“Genworth is an industry-leading business that generates strong, consistent earnings and operates in a sector with high barriers to entry. We look forward to partnering with management to support its ongoing success, drawing on our expertise in insurance and residential real estate.” David Nowak, Managing Partner, Brookfield Business Partners.
Brookfield Business Partners is advised by BFIN Securities, BMO Capital Markets, CIBC, RBC Capital Markets, Scotiabank, and Torys.
CIT Group, a leading national bank, agreed to acquire Mutual of Omaha Bank, a Fortune 500 organization offering a variety of insurance and financial products for individuals, businesses, and groups throughout the United States, for $1bn.
"Mutual of Omaha Bank has a talented and dedicated team that built a successful, vibrant institution. The integration of Mutual of Omaha Bank into CIT creates great opportunity to leverage the strengths of both institutions," said Mutual of Omaha Chairman and CEO James Blackledge. "This transaction allows Mutual of Omaha to focus on, and invest in, growth in its core insurance businesses."
Keefe Bruyette & Woods and Squire Patton Boggs are advising Mutual of Omaha Bank. Evercore, JP Morgan, and Sullivan & Cromwell are advising CIT.
Boxwood Merger, a publicly-traded specialized purpose acquisition company, and Atlas Intermediate Holdings, a leading provider of professional testing, inspection, engineering, and consulting services, have entered into a definitive agreement whereby Atlas will become a wholly-owned indirect subsidiary of Boxwood. Financial terms were not disclosed.
Atlas provides mission-critical technical services that help it's public and private sector clients test, inspect, certify, plan, design and manage a wide variety of projects across the transportation, commercial, industrial, government, education, and other nonresidential markets.
“Atlas is precisely the kind of company that we were looking for since our IPO. It’s a high margin, low risk, pure technical services company with a national platform, serving a diverse base of clients with long-standing relationships. Atlas has a recurring and contracted revenue base derived mostly from non-discretionary testing and inspection projects required by regulatory agencies, and is strategically positioned to benefit from the growing need to service, repair and rebuild the nation’s aging infrastructure.” Stephen Kadenacy, Boxwood Chairman and Chief Executive Officer.
Boxwood is advised by Greenhill & Co, Macquarie Capital, Bank of America Merrill Lynch, Morgan Stanley, Winston & Strawn, Atrium and Helena Capital Advisors. Atlas is advised by Kirkland & Ellis and Houlihan Lokey.
JP Morgan is poised to collect the most significant individual fee to a bank for selling a company, earning $123m for advising Botox-maker Allergan on a planned $63bn sale to US pharmaceutical group AbbVie.
JP Morgan, Arthur Cox, Wachtell Lipton Rosen & Katz and Sard Verbinnen are advising Allergan. Morgan Stanley, Davis Polk, Kirkland & Ellis and McCann FitzGerald are advising Abbvie.
Crescent BDC agreed to acquire Alcentra Capital. Under the terms of the transaction, the total cash and stock consideration to be received at closing are currently estimated to be approximately $142m after taking into account certain post-closing adjustments.
Before the consummation of the transaction, Crescent BDC will convert to a Maryland corporation, and as a result, the combined company will be incorporated in Maryland. Crescent BDC will apply for listing on the NASDAQ under the ticker symbol “CCAP” and is expected to trade publicly immediately upon the consummation of the transaction.
"At Crescent Capital Group, we look to invest in niche companies with defensible market strategies and experienced management teams that can survive market cycles. We have the right people and the right investment processes in place to promote long-term growth for our clients, and we look forward to broadening our investment portfolio with the acquisition of Alcentra Capital.” Mark Attanasio, Crescent Capital Group Co-Founder, and Managing Partner.
Crescent BDC is advised by Bank of America Merrill Lynch, Kirkland & Ellis, and Proskauer Rose. Alcentra Capital is advised by Houlihan Lokey, Sullivan & Worcester and Dechert.
Jazz Pharmaceuticals acquired Cavion through a merger with a Jazz subsidiary. Under the terms of the agreement, the former Cavion shareholders receive an upfront payment of $53m and have the potential to earn additional fees of up to $260m upon the achievement of specific clinical, regulatory and commercial milestones, for a total potential consideration of $313m.
Cavion, a clinical-stage biotechnology company and now a wholly-owned subsidiary of Jazz, creates therapies aimed at modulating the T-type calcium channel for the treatment of chronic and rare neurological diseases.
"Jazz shares Cavion's passion for developing differentiated therapies for patients. We believe that Jazz Pharmaceuticals' development and commercial expertise will help realize the value of CX-8998 as a treatment for patients with essential tremor." Andrew Krouse, Cavion president, and chief executive officer.
Hogan Lovells advised Jazz Pharmaceuticals. Cavion was advised by MTS Health Partners, Cooley, and Pilot Health Advisors.
Milwaukee-based Jason Industries, a globally diversifid company, agreed to sell its Fiber Solutions unit to Motus Integrated Technologies, a leading manufacturer of high-performance headliners, for $85m.
“The divestiture of Janesville reduces Jason’s automotive market exposure, simplifies our portfolio to the remaining Industrial and Engineered Components businesses, and increases liquidity. Janesville can achieve its true potential under new ownership,” said Brian Kobylinski, chairman, and chief executive officer of Jason. “Our employees have done an outstanding job improving operational and commercial performance, and we thank them for their hard work and dedication to the business.”
Winston & Strawn is advising Motus Integrated Technologies.
Heaven Hill Brands, the largest independent, family-owned and operated distilled spirits supplier based in the US, acquired Black Velvet Canadian Whisky, the second-largest selling Canadian whiskey in the world, from Constellation Brands. Financial terms were not disclosed.
“We are excited to add Black Velvet to our iconic group of brands and look forward to growing this historical brand in the months and years ahead. As we continue to build our business based on strategic acquisitions and innovation, Heaven Hill’s commitment to quality continues to steer the positive outlook for our diverse portfolio.” Max L. Shapira, Heaven Hill Brands President.
Heaven Hill is advised by Perella Weinberg Partners.
Leading ethics and compliance software and services company NAVEX Global acquired Lockpath, a recognized leader in Integrated Risk Management software solutions. Financial terms were not disclosed.
“This transaction is in direct response to our customers’ desire for a more holistic approach to GRC program development that includes both compliance and integrated risk management,” said Bob Conlin, NAVEX Global President, and CEO. “Customers want to work with a single, trusted provider who can reliably deliver and support governance, risk, and compliance on a global, enterprise-wide scale. The addition of Lockpath’s industry-leading risk management solutions to our existing solution portfolio positions NAVEX Global as the leader in this fast-growing market.”
Simpson Thacher & Bartlett advised NAVEX Global.
Stifel Financial agreed to acquire George K. Baum & Company, a recognized industry leader in the structuring, underwriting, and marketing of taxable and tax-exempt municipal securities. Terms of the transaction were not disclosed, and it is expected to close in the fourth quarter of 2019.
“This transaction brings GKB’s nationally recognized municipal securities business to Stifel and further strengthens Stifel’s ability to provide top tier service to municipal issuer clients and non-profit borrowers. Further, GKB’s regional and sector-focused practices provide a unique fit with Stifel’s existing public finance structure and a strong foundation to grow our businesses,” said Ronald J. Kruszewski, Chairman, and CEO of Stifel.
Keefe Bruyette & Woods is advising Stifel.
Perceptyx, the employee survey and people analytics platform that helps companies transform the way they leverage their people data to drive business success, has received a significant investment from TCV, one of the largest growth equity firms backing public and private technology companies. Financial terms were not disclosed.
Perceptyx provides deep insights into an organization's people, giving leaders the data and insight they need to improve the employee experience, predict challenges in the business, and drive strategic action to deliver improved business performance.
“Perceptyx’s history of building a best-in-class product as well as their strong customer focus has the team well-positioned to capitalize on the enormous and growing opportunity within the HCM space. We are very excited to partner with the Perceptyx team to help them reach their full potential," Dave Eichler, TCV Vice President.
Verizon Communications divested its blogging website Tumblr to Automattic, the owner of popular online-publishing tool WordPress. Financial terms were not disclosed.
“Tumblr is one of the Web’s most iconic brands. It is an essential venue to share new ideas, cultures and experiences, helping millions create and build communities around their shared interests. We are excited to add it to our lineup, which already includes WordPress.com, WooCommerce, Jetpack, Simplenote, Longreads, and more.” Matt Mullenweg, Automattic CEO.
Globant, a digitally native technology services company, acquired Belatrix Software, a leading agile product development company. Financial terms were not disclosed.
Belatrix shares our vision and approach on how to create successful digital experiences for the most demanding customers in leading industries. It has built outstanding solutions for a fantastic roster of clients, which includes many Fortune 500 companies. Belatrix’s customer portfolio will reinforce our 50-squared approach, delivering strategic digital transformation to some of the largest organizations worldwide," Martin Migoya, Globant´s CEO and co-founder.
AEA Investors-backed Pexco, a leading North American specialty plastics extruder, acquired HPE Extrusion Solutions, a well-established manufacturer of the custom profile, tube, and rod extrusions based in Bally, Pennsylvania. Financial terms were not disclosed.
Pexco CEO Sam Patel stated, “We are delighted to welcome HPE and their nearly five decades of extrusion excellence to the Pexco organization. HPE’s competencies blend very well with Pexco’s long-term strategy to continually enhance our capabilities as a premier custom extruder through ongoing product and process innovation, enabling us to deliver even greater value to our customers.”
Private equity firm Insight Equity acquired Strauss Brands, a leading producer of ethically-raised specialty meats including American grass-fed and organic beef. Financial terms were not disclosed.
“Strauss has a unique combination of great-tasting meats and authentic values aligned with consumer demand for healthy, sustainably-sourced protein,” said Fraser Desmond, Senior Vice President at Insight Equity. “We are aiming to break ground on the new facility in the fourth quarter of this year.”
E.ON, an international private energy company, invested in HoloBuilder, a San Francisco-based construction technology company that designs, develops, and sells enterprise SaaS software. Financial terms were not disclosed.
“The increasing cross-sector demand for our solutions shows us that we have hit a nerve as a start-up – the digitization of construction processes offers enormous opportunities. E.ON was the first company in the European energy industry to recognize the potential and is taking on a pioneering role in the digitization of construction sites and infrastructure. We are convinced that this completely new way of planning, executing and monitoring construction processes will set new standards,” says Mostafa Akbari-Hochberg, founder and CEO of HoloBuilder.
Steve Madden, a leading designer, and marketer of fashion footwear and accessories acquired Greats Brand, a leading digitally native footwear brand specializing in premium sneakers made in Italy. Financial terms were not disclosed.
Steve Madden, Founder, Creative and Design Chief of Steve Madden, commented, “Rarely in my 30 years since I started Steve Madden have I come across an opportunity as exciting as this. Ryan’s shoes are the talk among all the millennial men I encounter. He reminds me so much of myself. We can’t wait to explode this thing.”
Quick Base, a custom application building platform, acquired Cloudpipes, an information technology and services provider from California. Financial terms were not disclosed.
The acquisition of Cloudpipes, a leading cloud-based integration and automation platform, is a huge step forward in achieving its vision to redefine the low-code category to better meet the needs of modern businesses, said Quick Base in a statement.
Mirae leads the bidding race for Anbang’s US hotels portfolio.
South Korea’s Mirae Asset Financial Group, a financial services group, emerged as the leading bidder for a portfolio of 15 US luxury hotels being sold by troubled Chinese insurer Anbang Insurance Group Co. The properties are valued at $5.5bn. Anbang has not granted exclusivity to Mirae, and at least one other suitor is still actively pursuing the assets.
Lucidworks raises $100m in funding. (FS)
Lucidworks, a San Francisco-based provider of AI-powered search solutions, raised $100m in growth funding.
Backers included Francisco Partners and TPG Sixth Street Partners, who joined Top Tier Capital Partners, Shasta Ventures, Granite Ventures, and Allegis Cyber.
EMEA
AMS, a leading worldwide supplier of high-performance sensor solutions, said it took note of Osram’s willingness to discuss a takeover and was looking forward to discussions. On Sunday AMS made a $4.8bn counteroffer to acquire Osram, sparking a bidding war with Carlyle Group and Bain Capital.
“We have taken note of Osram’s ad-hoc announcement,” a spokeswoman said, adding that AMS was looking forward to the opportunity to hold discussions.
Lazard, Perella Weinberg Partners, Freshfields Bruckhaus Deringer, and Gleiss Lutz are advising Osram. PricewaterhouseCoopers, Bank of America Merrill Lynch, HSBC, UBS, Herbst Kinsky, Linklaters, Schellenberg Wittmer, and Brunswick Group are advising AMS. Credit Suisse, Goldman Sachs, JP Morgan, Macquarie Group, Kirkland & Ellis, Camarco and FTI are advising Bain and Carlyle.
Swedish telecoms operator Telia has offered concessions to try to address EU antitrust concerns over its $957m bid for Bonnier Broadcasting, the European Commission said. The Commission, which did not provide details in line with its policy, will now seek feedback from rivals and customers. It has set a Nov. 19 deadline for its decision.
Telia offered concessions in April, but these were rejected as insufficient. For telecom deals, the Commission typically demands providers sell assets to reinforce a smaller rival or grant competitors access to their network.
Telia is advised by Lazard, Stella, Castren & Snellman, Mannheimer Swartling, and Brunswick Group. Bonnier is advised by SEB Corporate Finance, Deloitte, and Roschier Attorneys.
Plimsoll Productions has partnered with leading mid-market private equity firm LDC in a deal valuing the company around £80m ($96m).
LDC has invested for a minority equity stake in Plimsoll, which will continue to be led by CEO and Founder Grant Mansfield. Headquartered in Bristol, the international center of the natural history television industry, Plimsoll is one of the largest independent television production companies in the UK.
“In little more than five years, we have built Plimsoll Productions into one of the leading international production companies. Our focus on premium, multi-platform, multi-genre productions has enabled us to produce award-winning shows for the biggest names in the business, and it’s our passion for delivering this type of content that drives us forward." Grant Mansfield, Plimsoll Productions founder.
LDC was advised by KPMG Corporate Finance, Osborne Clarke, Oliver & Ohlbaum and Deloitte. Plimsoll Productions was advised by ACF Investment Bank, Westbrook Advisers and PwC.
Panoramic Growth Equity, a leading equity investor, invested in Manchester-based Vaioni, an internet connectivity specialist. Financial terms were not disclosed.
David Wilson, Partner at Panoramic, commented: “We are delighted to support Sachin and the rest of the team at Vaioni to help them continue their growth journey. We have been particularly impressed by the growth that Vaioni has achieved to date, the strength of the management team, and the opportunity for Vaioni to expand its network across the UK. We are excited to be involved and will now take an active role in helping the business grow further.”
RSM and Hill Dickinson advised Vaioni. Sun Hill Advisory, Anderson Anderson Brown and Knights advised Panoramic Growth Equity.
Sonnet BioTherapeutics, a privately held, oncology-focused biotechnology company, agreed to acquire Relief Therapeutics, a drug development company focusing on clinical stage projects, primarily developing drugs of natural human origin. Under the terms of the deal, Relief Therapeutics will receive 7.1m of Sonnet’s common shares.
“The acquisition of Relief’s subsidiary by Sonnet well positions the Atexakin development program by propelling it forward towards the market with the ultimate goal of hopefully positively transforming the lives of affected patients” commented Raghuram Selvaraju, Chairman of Relief. “We are excited about the opportunity to work with the Sonnet team, which brings extensive drug development expertise and will add supplementary value to that brought by the previous developments of the Asset.”
Buchanan Ingersoll & Rooney is advising Sonnet. CPV Partners is advising Relief.
TUI Group, an Anglo-German travel and tourism company agreed to sell Berge & Meer and Boomerang Reisen, two German specialist tour operators, to GENUI, a private equity firm, for €100m ($112m).
“The transaction will sharpen TUI’s tour operator business and our position as a vertically integrated tourism group. Berge & Meer Touristik and Boomerang Reisen pursue different business models and have a different strategic alignment. Both therefore hardly generated any synergies with TUI's other business sectors. With the new owner, both companies will be better equipped to tap their full potential and thus have better growth opportunities. At the same time, TUI further reduces its dependence on the traditional tour operator business". Fritz Joussen, TUI Group CEO.
Rothschild & Co is advising GENUI.
Specialty chemicals company LANXESS agreed to sell its South African chrome chemicals business to Brother Enterprises, a Chinese leather chemicals producer, for $93m.
“We have successfully reorganized our chrome chemicals business in recent years. However, it no longer fits in with our strategic focus on specialty chemicals. We are therefore convinced that future growth and the further development of the business can be better implemented under the leadership of Brother Enterprises,” said Matthias Zachert, Chairman of the Board of Management of LANXESS.
Legal & General, a British multinational financial services company, acquired MyFutureNow, which specializes in pension pot tracing and consolidation, from RAW Wealth Management. Financial terms were not disclosed.
“At Legal & General, we fully support the Government’s Pension Dashboard initiative – but the reality is that it may be years before full coverage is realized. Wherever they are in their retirement journey, from beginning to save for retirement to planning retirement income solutions, customers need the tools and guidance to make informed decisions about the most suitable options for their circumstances, lifestyle and retirement goals. “Chris Knight, Chief Executive Officer, Legal & General Retail Retirement.
KATEK, the Electronics division of the technology-oriented PRIMEPULSE Group, acquired bebro electronic and eSystems MTG, two electronics companies, from MAGENWIRTH Technologies. Financial terms were not disclosed.
“With the KATEK Group, we have found a strong partner for our successful subsidiaries bebro and eSystems, which, together with the other members of the group, will not only achieve synergies in areas such as purchasing, sales and technology, but will also be able to shape the future of the industry as part of one of the currently strongest German brands in the electronics sector,” says Ralph Berndt, Managing Director of MAGENWIRTH Technologies.
Metro extends the deadline to sell China assets. (FS)
Metro, a German multinational wholesale/cash and carry group, extended the deadline for submitting offers for its China business until next week to give potential bidders more time to perform due diligence, Reuters reported. A consortium consisting of Meicai and Hopu Investments and another bidding group including Yonghui Superstores and Hillhouse Capital Group are reportedly expected to be among the bidders.
Scout24 ponders a sale or spin-off of autos platform. (FS)
Scout24, which operates digital marketplaces specializing in the real estate and automotive sectors in Germany and other European countries, said it would explore a sale or spin-off of its autos platform after facing calls from activist investor Elliott to sell the business. The sale of the unit could fetch as much as $2.5bn.
APAC
Australian Finance Group, a mortgage broking group, announced an agreement to merge with Connective, Australia's leading mortgage aggregator service. Under the transaction, Connective will receive $60m in cash, and 31m AFG shares valuing the acquisition at $120m.
"The merged business will have a significant national footprint in Australia's $1.8tn home loan market. The delivery of competition and choice to the Australian lending market is at the core of our strategy. The expanded distribution channel and broader diversification of products the combined group can supply will provide greater choice for both brokers and consumers". Tony Gill, AFG Chairman.
Temasek unit to buy a stake in Secretlab. (FS)
A unit of state investment company Temasek Holdings has reportedly invested in Secretlab, a Singapore-based maker of chairs for players of electronic games, to help drive growth.
Heliconia Capital Management ’s purchase of a minority stake values the five-year-old company at between S$200m ($144m) and S$300m ($216m), Bloomberg reported.
Amazon looking to acquire a stake in Future Retail.
Amazon is in late-stage talks to acquire as much as 10% of Future Retail, a leading retailer that operates multiple retail formats in both value and lifestyle segment of the Indian consumer market. The deal would value the company at approximately $281m.
Discussions on the transaction are yet to be finalized, and the deal could still falter or be delayed.
Charter Hall and Abacus Property Group acquired an office tower in Sydney for $426m. (RE)
Charter Hall, a property investment and funds management company, and Abacus Property Group, a real estate investment management company, agreed to acquire a 38-story office tower in Sydney’s central business district for $426m. The transaction will occur in two tranches, with 75% of the total purchase price payable by mid-November 2019 and the remaining 25% subject to a put and call option expiring at the end of October 2020.
“This off-market transaction reflects the deep relationships we have across our platform with our investor customers, with capacity to fund major transactions in the Australian market while continuing out partnership relationship with Abacus,” said Charter Hall group managing director and CEO David Harrison.
Myanmar plans alternative market to jump-start stock exchange.
Nikkei Asian Review reported that Myanmar’s securities regulator and the Yangon Stock Exchange are planning to establish an alternative market where investors can trade shares of unlisted companies. Dubbed the Myanmar Public Companies Board, the new market will be a stepping stone for companies to list on the fledgling Yangon Stock Exchange.
The move comes as one of Southeast Asia’s least-developed countries seeks to quicken the pace of opening up an economy closed under decades of military rule.
Chuan Xiaohongshu looking to raise $500m in financing. (FS)
Chuan Xiaohongshu, a social media and e-commerce platform, is looking to raise $500m in financing at a $5bn pre-money valuation. Gaochun Capital is reportedly interested in investing in the company.
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