AMERICAS
Cenovus Energy, a Canadian integrated oil and natural gas company, completed the merger with Husky Energy, a Canadian-based energy company, in a $7.8bn deal. Cenovus shareholders now own 61% of the combined entity, with Husky shareholders controlling the rest.
"We will be a leaner, stronger and more integrated company, exceptionally well-suited to weather the current environment and be a strong Canadian energy leader in the years ahead. The diverse portfolio will enable us to deliver stable cash flow through price cycles, while focusing capital on the highest-return assets and opportunities. The combined company will also have an efficient cost structure and ample liquidity. All of this supports strong credit metrics, accelerated deleveraging and an enhanced ability for return of capital to shareholders," Alex Pourbaix, Cenovus President and CEO.
Husky Energy was advised by CIBC World Markets, Goldman Sachs, Norton Rose Fulbright, Osler Hoskin & Harcourt and Joele Frank. Financial advisors were advised by Freshfields Bruckhaus Deringer. Cenovus was advised by RBC Capital Markets, TD Securities, Bennett Jones and Paul Weiss Rifkind Wharton & Garrison. CK Hutchinson was advised by Skadden Arps Slate Meagher & Flom and Stikeman Elliott.
Molina Healthcare, a managed health care services provider, completed the acquisition of Magellan Complete Care, the mental healthcare diagnostics and speciality services unit of Magellan Health for $820m.
Molina believes that the acquisition of the MCC assets represents a strong strategic fit with its portfolio of core Medicaid, high-acuity, and duals businesses. It also creates new markets for growth opportunities in Medicare and Marketplace in an expanded Medicaid footprint.
"Acquiring MCC expands our geographic footprint in our core businesses of managed Medicaid, dual eligibles, and long-term services and supports. We believe it will allow us to scale our enterprise-wide platforms and benefit from both operating and fixed cost leverage. The acquisition plays to our strengths where our demonstrated operating capabilities put us in a unique position to improve the business’s margins," Joe Zubretsky, Molina President and CEO.
Molina Healthcare was advised by Barclays, Latham & Watkins, Sheppard Mullin Richter & Hampton and Sard Verbinnen & Co. Magellan Health was advised by Goldman Sachs, Moelis & Co, Weil Gotshal and Manges. Goldman Sachs and Moelis & Co were advised by Cravath Swaine & Moore.
Liberty Oilfield Services, an independent provider of hydraulic fracturing services, completed the acquisition of the onshore hydraulic fracturing business of Schlumberger, a provider of technology for reservoir characterization, drilling, production, and processing to the oil and gas industry, for $424m.
"From day one, the Liberty team has been laser-focused on delivering superior returns for our customers and stockholders. The last several months have been extremely challenging for the world, the industry and the Liberty family. These times also bring opportunity. This transaction will be a transformative step forward in our journey as a company. Our expanded technology portfolio and breadth of operations will enable Liberty to further raise our already high bar for safe, innovative, efficient and ESG-conscious frac operations. I look forward to the OneStim team joining Liberty on our mission to help customers provide low-cost clean oil & gas to our country and the world," Chris Wright, Liberty Chairman and CEO.
Liberty Oilfield Services was advised by Tudor Pickering Holt and Vinson & Elkins. Tudor Pickering Holt was advised by Covington & Burling. Schlumberger was advised by Goldman Sachs, Gibson Dunn & Crutcher, Kirkland & Ellis and Willkie Farr & Gallagher.
Centene, a multi-national healthcare enterprise, agreed to acquire Magellan Health, an American for-profit managed health care company, for $2.2bn.
"We're thrilled to bring together two businesses with complementary capabilities and a shared commitment to driving higher quality care for our members while lowering overall healthcare costs. By joining Centene under the Health Care Enterprises umbrella, we will maintain the independence necessary to ensure continued service to our third-party customers while accelerating the introduction of innovative solutions and reimagining behavioral health. I look forward to continuing to lead Magellan Health as we create exciting new opportunities for our customers and employees who will benefit from the creation of a best-in-class platform that meets our members' needs today and in the future," Kenneth J. Fasola, Magellan Health CEO.
Magellan Health is advised by Goldman Sachs, Guggenheim Partners and Weil Gotshal and Manges. Centene is advised by Allen & Company, Barclays, JP Morgan and Skadden Arps Slate Meagher & Flom. Debt financing is provided by JP Morgan.
Great-West Lifeco-backed Empower Retirement, an insurance services provider, completed the acquisition of the retirement services business of MassMutual, an insurance services provider for $3.4bn.
"This transaction is an excellent strategic fit and directly aligns with Lifeco's long-term plans for growth and scale in the US retirement market. It increases our scale advantages and strengthens Empower's position as the second-largest player in this growing segment of the US market. It also positions Empower as a growth engine and significant contributor to Great-West Lifeco's value creation objectives," Paul Mahon, Great-West Lifeco President and CEO.
Empower Retirement was advised by Goldman Sachs, Rockefeller Capital Management and Eversheds Sutherland. MassMutual was advised by Lazard and Skadden Arps Slate Meagher & Flom.
Teledyne, a provider of instrumentation, digital imaging products and software, agreed to acquire FLIR Systems, an industrial technology company focused on intelligent sensing solutions for defense and industrial applications, for $8bn. FLIR stockholders will receive $28 per share in cash and 0.0718 shares of Teledyne common stock for each FLIR share, which implies a total price of $56 per FLIR share.
"For two decades, Teledyne has demonstrated its ability to compound earnings and cash flow consistently and predictably. Together with FLIR and an optimized capital structure, I am confident we shall continue delivering superior returns to our stockholders," Robert Mehrabian, Teledyne Executive Chairman.
Flir is advised by Goldman Sachs and Hogan Lovells. Teledyne is advised by Evercore and McGuireWoods. Debt financing is provided by Bank of America Merrill Lynch.
Sylebra Capital, a global technology investment firm, said it would provide $200m in funding to InterPrivate, a SPAC, in exchange for an additional stake in the vehicle. This funding will assist InterPrivate in its merger with Aeva, a provider of comprehensive perception solutions.
Sylebra also entered into a one-year lock-up agreement on the majority of its investment and will vote all eligible shares in favor of the transaction. The investment significantly exceeds the minimum cash requirement contemplated by the business combination agreement, paving the way to complete the transaction in Q1 2021.
Aeva is advised by Credit Suisse and Latham & Watkins. InterPrivate is advised by Morgan Stanley, Greenberg Traurig and Davis Polk & Wardwell.
ATN International, a publicly-traded telecommunications company that is headquartered in Beverly, Massachusetts, agreed to acquire Alaska Communications, a full-service telecommunications provider in Alaska, for $332m. ATN's offer was picked over the $320m agreement with Macquarie and GCM Grosvenor, which was terminated.
TAR Holdings, which owns approximately 8.8% of the outstanding shares of Alaska Communications common stock, has entered into a voting agreement with ATN, among other things, to vote in favor of the merger.
"This investment and merger allows us to enter a new market with many similar characteristics to our existing operations in the US and elsewhere. Further, it aligns with our strategy to leverage the broad capabilities of our operating platform to enhance and augment leading providers of facilities-based communications services in distinctive markets. ATN has a long history of enabling its subsidiaries to gain and maintain strong market positions by investing in high-quality infrastructure, the latest technologies and creative solutions to give customers a superior experience," Michael Prior, ATN Chairman and CEO.
Alaska Communications is advised by B. Riley FBR and Sidley and Austin. ATN International is advised by Bank Street Group and Morrison & Foerster.
Protective Life, which provides financial services through the production, distribution and administration of insurance and investment products, completed the acquisition of Revolos, a finance and insurance solutions provider. Financial terms were not disclosed.
"Protective's Asset Protection Division is an important—and growing—part of our business. As we continue to navigate the uncertain situation posed by Covid-19, we remain focused on serving more customers," Rich Bielen, Protective President & CEO.
Revolos was advised by Houlihan Lokey and Reed Smith. Protective Life was advised by Maynard Cooper & Gale.
Gibraltar, a manufacturer and provider of products and services for the renewable energy, conservation, residential, industrial and infrastructure market, agreed to acquire TerraSmart, a provider of screw-based, ground-mount solar racking technology, particularly used for solar projects installed on challenging terrain, for $228m.
"Adding TerraSmart and Sunfig to our existing solar business significantly increases our presence in the $14.3bn domestic solar energy market, strengthens our renewable energy platform, and advances our ambition to deliver higher growth and returns. Equally important, this continued investment demonstrates our ongoing commitment to making solar energy the best choice in energy production. We are very excited to have the TerraSmart and Sunfig teams join Gibraltar and help us advance our vision of creating meaningful value for our people, our communities and our shareholders," Bill Bosway, President and CEO.
Gibraltar is advised by KemperLesnik and Lippert/Heilshorn & Associates.
S4 Capital, a digital advertising and marketing services company, agreed to acquire two media agencies Metric Theory and Decoded Advertising. S4 then plans to merge Decoded Advertising with its MediaMonks, a digital production company, while Metric Theory will be combining with MightyHive, a media consultancy firm. Financial terms were not disclosed.
"Both combinations continue our momentum, broadening our digital, strategic, creative, data & digital media capabilities in line with our objectives for 2021," Martin Sorrell, S4 Capital Executive Chairman.
S4 is advised by Powerscourt.
MNC Kapital Indonesia, a life insurance company, agreed to acquire a majority stake in Auerbach Grayson, a New York-based brokerage firm specializing in global trade execution and exclusive in-depth research for US institutional investors, from Beltone Financial, an Egypt-based investment bank. The acquisition will be in partnership with David Grayson, AGCO Co-Founder, with MNC holding a majority stake and Mr Grayson owning the rest of the company. Financial terms were not disclosed.
"By acquiring a stake of AGCO, BCAP will benefit from the strong international network of AGCO and access to its 126 local partners around the world," Hary Tanoesoedibjo, MNC Group Executive Chairman.
MNC is advised by Prosek Partners.
Brookfield Asset Management with institutional partners offered to acquire the remaining 40% stake in Brookfield Property, a global commercial real estate firm, for $5.9bn. Upon completion of the deal, Brookfield Property would go private.
"The offer presents an excellent opportunity for BPY unitholders to either monetize their units in cash at a premium to recent trading prices, continue to invest with us in the upside of the portfolio via Brookfield shares, or select BPY preferred units designed for income-oriented investors who would like to maintain similar dividend income which they receive from BPY today in a preferred instrument, based on what is best for them," Nick Goodman, Brookfield Asset Management CFO.
Dentsply Sirona, a dental technology supplier, completed the acquisition of Byte, a direct-to-consumer, doctor-directed clear aligner company. Financial terms were not disclosed.
"We have been impressed with the passion that Dentsply Sirona has for innovation in dentistry. This combination provides Byte with unmatched resources and R&D capabilities that allow us to reach additional customers and accelerate our mission of changing the world one smile at a time. The transaction enhances our ability to offer affordable care to patients and increases awareness of the overall benefits of oral care," Neeraj Gunsagar, Byte CEO.
Moody's, a global risk assessment firm, completed the acquisition of Catylist, a provider of commercial real estate solutions for brokers. Financial terms were not disclosed.
"Catylist offers deep insights into CRE markets through its impressive scope and coverage, intuitive user interface, and innovative research services for brokers. The acquisition of Catylist complements Moody's analytical capabilities and augments our growing suite of CRE tools that integrate rich and relevant data with powerful analytics. We look forward to continuing to invest and enhance our CRE capabilities to help our customers make better decisions," Stephen Tulenko, Moody's President.
HIG Capital, an alternative investment firm, completed the acquisition of Crothall Laundry Services, a provider of outsourced laundry and linen management services to the healthcare and hospitality sectors, from Compass Group, a British multinational contract foodservice company. Financial terms were not disclosed.
“Crothall is the clear leader in the laundry and linen management sector, serving healthcare institutions through the combination of best-in-class operations, scalable data-driven processes and a stringent focus on quality. These solutions have increasingly positioned Crothall as a critical partner to healthcare providers as they seek to improve the patient experience. We look forward to working with the team to build upon their success and support continued growth initiatives,” Richard Stokes, HIG Capital Managing Director.
Carl Icahn sells back 9.5% stake in Herbalife for $600m. (FS)
Carl Icahn, an activist investor, will sell back a 9.5% stake in Herbalife Nutrition, a global multi-level marketing corporation that develops and sells dietary supplements.
Carl Icahn's shareholding will fall from 15.5% to c. 6% after the deal is completed on January 7, 2020. The remaining stake the investor will hold upon completion would be worth c. $400m, according to
WSJ.
The Ensign Group acquires three Southern California-based skilled nursing facilities. (RE)
The Ensign Group, a parent company of the Ensign group of companies, providing skilled nursing and assisted living services, physical, occupational and speech therapies, and other rehabilitative and healthcare services, completed the acquisition of the operations of three skilled nursing facilities in Southern California. The acquisitions were effective January 1, 2021 and will be subject to a long-term, triple net lease.
“We are excited to add these three operations to some of our most mature clusters in California. While these acquisitions are taking place in the midst of a pandemic, our clinical and operational leadership have been preparing for these acquisitions for several months and we are confident that all the planning and preparation of some of our most experienced leaders will result in a smooth transition,” Barry Port, Ensign Chief Executive Officer.
EMEA
Shareholders of PSA and FCA gave the green light for the $50bn merger, setting the course towards finalizing the deal for automaking companies.
Both companies voted on the transaction during a special shareholding meeting. FCA and PSA said they expect to complete the transaction on January 16, 2020. Shares of Stellantis, a new post-merger company, will start trading in Paris and Milan on January 18, 2020, and in New York the next day.
Fiat Chrysler is advised by Bank of America Merrill Lynch, Barclays, Citigroup, Goldman Sachs, JP Morgan, UBS, d'Angelin & Co, Darrois Villey Maillot Brochier, De Brauw Blackstone Westbroek, Legance, Loyens & Loeff, Sullivan & Cromwell, Community Group, Image Sept, and Sard Verbinnen & Co. Financial advisors are advised by Cleary Gottlieb Steen & Hamilton and Macfarlanes. Bpifrance is advised by Willkie Farr & Gallagher. Peugeot Family is advised by Zaoui & Co. PSA Group is advised by China International Capital, Mediobanca, Messier Maris & Associes, Morgan Stanley, Perella Weinberg Partners, BonelliErede, Bredin Prat, Cabinet Bompoint, Clifford Chance, Cravath Swaine & Moore, Linklaters, NautaDutilh, and Stibbe. Exor is advised by Lazard.
Angelini Pharma, an international pharmaceutical company, agreed to acquire Arvelle Therapeutics, a Swiss-based biopharmaceutical company focused on bringing innovative treatments to patients suffering from CNS disorders, for $960m.
"At Angelini Pharma, we are thrilled to sign this promising agreement and are enthusiastic about the commitment and work that our colleagues at Arvelle have put into the business during the last years. We share the same patient-centric culture and agility attitude. This transaction will propel us into a leading European player, well-positioned to address the needs of patients with different Central Nervous System disorders through an innovative portfolio, distinctive medical capabilities and extensive commercial presence, also via the opening of direct affiliates in France, UK, Nordics and Switzerland by 2022," Pierluigi Antonelli, Angelini Pharma CEO.
Arvelle Therapeutics is advised by Centerview Partners, NautaDutilh and Sidley Austin. Angelini Pharma is advised by KPMG and White & Case.
Nomad Foods, a frozen foods company, completed the acquisition of Findus Switzerland, a frozen food brand, from Froneri, a dairy products company, for €110m ($130m).
"We are thrilled to announce the acquisition of Findus Switzerland, a brand and market which closely complement our existing portfolio. By unifying the Findus brand under Nomad Foods' ownership and extending our geographic reach into Switzerland, we believe we have multiple levers for long-term value creation. We look forward to welcoming the Findus Switzerland team into our organization," Stéfan Descheemaeker, Nomad Foods Chief Executive Officer.
Nomad Foods was advised by Goldman Sachs, Lenz & Staehelin, Norton Rose Fulbright, Gladstone Place Partners and ICR. Froneri was advised by Latham & Watkins and Instinctif Partners.
The UK Competition and Market Authority opened an investigation into Tronox's $300m acquisition of TiZir Titanium and Iron, a producer of a titanium slag, and high-purity pig iron.
The transaction did not require notification in the United Kingdom or meet premerger reporting thresholds in the United States; however, the CMA and the Federal Trade Commission each launched investigations into the transaction, and Tronox has been cooperative throughout these reviews.
Tronox is advised by Credit Suisse, Cleary Gottlieb Steen & Hamilton and Wikborg Rein. Eramet is advised by HSBC, Clifford Chance and Image Sept.
GATX, an equipment finance company based in Chicago, agreed to acquire Trifleet Leasing, a tank container leasing company, for €175m ($214m).
"Trifleet complements our existing railcar leasing business and shares GATX's approach of striving for the highest levels of safety, quality, customer service and environmentally responsible performance. We are committed to strengthening Trifleet's position in the tank container leasing market by leveraging GATX's extensive global customer base and experience in managing long-lived, widely used transportation assets," Brian A. Kenney, GATX President and CEO.
Trifleet Leasing is advised by Keefe Bruyette & Woods and De Brauw Blackstone Westbroek. GATX is advised by Baker McKenzie.
Entain, a British sports betting and gambling company, rebuffed the $11bn takeover approach from MGM Resorts, a casino operator in the US, saying the proposal significantly undervalues the business and its prospects.
MGMRI's proposal represents a value of 1.38 pence per Entain share and a premium of 22% to Entain's share price. The Board of Entain has also asked MGMRI to provide additional information regarding the strategic rationale for a combination of the two companies.
Entain is advised by Deutsche Bank, Morgan Stanley and Powerscourt. MGM is advised by PJT Partners
Clayton, Dubilier & Rice agreed to acquire Wolseley UK, specialist distributor of plumbing, heating, climate control, pipe and infrastructure & utility products in the UK, from Ferguson, a plumbing supplies seller, for $421m.
"We believe that Wolseley, as a freestanding enterprise, can accelerate growth, enhance customer service, and create rewarding career opportunities for our colleagues," Simon Oakland, Wolseley CEO.
CD&R is advised by Clifford Chance, Debevoise & Plimpton. Ferguson is advised by Brunswick Group.
Hologic, a medical technology company, agreed to acquire SOMATEX Medical Technologies, a medical technology manufacturer in Berlin, for $64m.
"The acquisition of SOMATEX allows us to expand our biopsy portfolio by providing a suite of market-leading solutions that not only address our customers' needs, but also improve the biopsy experience for their patients. We've had a strong partnership with SOMATEX for several years, which along with our shared focus on innovation, will allow us to quickly integrate and begin building a pipeline that will drive profitable growth and recurring revenue for our breast health business globally," Jennifer Meade, Hologic Division President.
Natixis to sell back majority stake in H2O. (FS)
Natixis, a French corporate and investment bank, agreed to sell its majority stake in H2O Asset Management, a London-based firm specializing in global macro investment strategies, to its management, according to
Bloomberg.
Last year Natixis was in discussions about divestiture. The deal could make a significant impact on H2O, which relied on the backer greatly.
"We agreed with management that we would part amicably in total agreement with management buying our stake in the company. It's subject to regulatory approval, and we're doing this in an orderly manner in a transition that has at the heart of it the interest of our clients," Jean Raby, Natixis CEO.
APAC
Applied Materials, a material engineering solution provider, raised its bid for Kokusai Electric, a company providing high-productivity batch processing systems and services for memory, foundry and logic customers, from $2.2bn to $3.5bn.
Applied believes the acquisition will provide substantial value for its shareholders. Over the past 18 months, Applied has observed a more favorable long-term outlook for the overall semiconductor equipment market, including positive trends in the memory segment according to the SEC filing.
Applied is advised by Goldman Sachs, Cleary Gottlieb Steen & Hamilton, Hogan Lovells, Kim & Chang, Matheson and Joele Frank. Goldman Sachs is advised by Sullivan & Cromwell. KKR is advised by Citigroup, Moelis & Co, Sumitomo Mitsui Banking Corp, Nishimura & Asahi, Simpson Thacher & Bartlett and Finsbury Glover Hering.
Nanjing Sunpower Holdings, a special purpose vehicle led by Sunpower management, agreed to acquire the M&S business of Sunpower Group, a China-based investment holding company engaged in the development and manufacture of energy-saving, energy-efficient and environmental protection products and the provision of solutions, for $351m. The M&S segment involves the manufacturing and provision of high-end customized environmental protection products and solutions.
Sunpower intends to focus on its core green investment business and pursue opportunities in China's anti-smog sector. It said it has a stable asset-based business where it owns and operates industrial infrastructure projects that generate recurring income and cash flow through typically exclusive long-term concessions of about 30 years.
Sunpower is advised by Ernst & Young.
Canada Pension Plan Investment Board and logistics real estate specialist LOGOS agreed to form a joint venture for the development of modern logistics facilities in Greater Jakarta. Financial terms were not disclosed.
"One of the key investment themes for CPP Investments has been Asia's growing middle class and domestic consumption. The growth in Indonesia's e-commerce market has driven the demand for modern logistics facilities. We are pleased to be furthering our partnership with LOGOS and strengthening our position in Indonesia's logistics market," Jimmy Phua, CPPIB Managing Director.
LOGOS is advised by Macquarie Group.
China opposes US politicizing trade issues on US delisting of Chinese telcos.
China firmly opposes the United States government’s behaviour of politicizing trade issues after the New York Stock Exchange began delisting three Chinese telecom firms following the US government’s move in November to block investment in 31 firms that it said are owned or controlled by China’s military,
Reuters reported.
Beijing plans to adopt the necessary measures to safeguard the legal rights of Chinese companies, according to Hua Chunying, a foreign ministry spokeswoman.
After the NYSE's intention to delist China Mobile, China Unicom and China Telecom in response to a decision by President Donald Trump to bar US investment in firms owned or controlled by the Chinese military, China’s three biggest telcos saw their shares drop as much as 5% in Hong Kong.
Seven Philippine firms plan to go public or offer REITs.
According to the stock exchange, seven Philippine firms intend to go public or offer real estate investment trusts this year, representing a spurt in capital market activity in an economy still shaken by the impact of the Covid-19 pandemic.
At least three companies plan to go public and four property firms will conduct REIT offerings in 2021,
DealStreetAsia reported.
The bourse will relax listing rules this year to attract more companies. Also, new features will include short-selling, added sector classifications and indices, and a data analytics platform, according to Ramon Monzon, Philippine Stock Exchange President and Chief Executive.
