AMERICAS
Charles Schwab, a bank and stock brokerage firm, agreed to acquire TD Ameritrade, a broker that offers an electronic trading platform for the trade of financial assets, for $26bn.
“With this transaction, we will capitalize on the unique opportunity to build a firm with the soul of a challenger and the resources of a large financial services institution that will be uniquely positioned to serve the investment, trading and wealth management needs of investors across every phase of their financial journeys,” Walt Bettinger, Schwab President and CEO.
Charles Schwab is advised by Credit Suisse and Davis Polk & Wardwell. TD Ameritrade is advised by PJT Partners, Sandler O’Neill + Partners and Wachtell, Lipton, Rosen & Katz. TD Bank is advised by Simpson, Thacher & Bartlett.
Texas’ attorney general settled with T-Mobile and Sprint and will drop his opposition to the $59bn merger, leaving just Democratic attorneys general fighting the combination. Texas Attorney General Ken Paxton was the only Republican among the state attorneys general who had filed a lawsuit to stop the merger, according to a Reuters report.
Mr. Paxton’s office said the agreement precludes the companies from raising prices for Texans for five years and commits the merged company to 5G network throughout Texas, including rural areas, during the next six years.
Sprint is advised by Centerview Partners, JP Morgan, Mizuho, SMBC, The Raine Group, Morrison & Foerster, Potter Anderson & Corroon, Simpson Thacher & Bartlett and Skadden Arps Slate Meagher & Flom. SoftBank is advised by Morrison & Foerster. Deutsche Telecom is advised by Deutsche Bank, Evercore, Goldman Sachs, Morgan Stanley, PJT Partners, Allen & Overy, Hogan Lovells, DLA Piper, Latham & Watkins, Richards Layton and Finger and Wachtell Lipton Rosen & Katz.
LVMH, the global luxury jeweler, announced that it entered into a definitive agreement to acquire Tiffany for $135 per share in cash, in a transaction with an equity value of approximately $16.2bn. The companies disclosed their talks in late October.
"Acquiring Tiffany will lift LVMH’s operating profits from $551m to $661m in the first 12 months. LVMH would follow a similar pattern to its 2011 acquisition of Bulgari by investing in communication, stores, and new products at Tiffany," Bernard Arnault, LVMH Chairman and CEO.
Tiffany is advised by Centerview Partners, Goldman Sachs, and Sullivan & Cromwell. LVMH is advised by Citigroup, JP Morgan, Skadden Arps Slate Meagher & Flom, DGM Conseil, Deluxewords, Kekst CNC, Montfort Communications, SEC and Partners, and Publicis Consultants.
The all-stock merger of CBS and Viacom is set to be completed on December 4. Shares of the combined company, which would be renamed as ViacomCBS, are expected to start trading on Nasdaq from December 5 under the new ticker symbols “VIACA” and “VIAC”.
Viacom is advised by LionTree Advisors, Morgan Stanley, Cravath Swaine & Moore, Shearman & Sterling, Latham & Watkins, and Finsbury Hering Schuppener. CBS is advised by Centerview Partners, Evercore, Goldman Sachs, JP Morgan, Lazard, Moelis & Co, Jones Day, and Paul Weiss Rifkind Wharton & Garrison. National Amusements is advised by Evercore and Cleary Gottlieb Steen & Hamilton.
viagogo, an online marketplace for ticket resale, agreed to acquire StubHub, an online ticket exchange company, from eBay, a multinational e-commerce corporation, for $4bn.
"Bringing StubHub and viagogo together will allow us to drive further expansion and innovation, and create a more competitive offering for live event fans globally. This provides a great opportunity to expand our business, pursue new partnerships and execute our strategy. We expect a seamless transition for all our employees, partners and customers, and we are excited for what the future holds," Sukhinder Singh Cassidy, StubHub President.
eBay is advised by Goldman Sachs, Wachtell Lipton Rosen & Katz, Quinn Emanuel and Sloane & Company. viagogo is advised by JP Morgan, Skadden Arps Slate Meagher & Flom, Kirkland & Ellis and Mercury.
Kirkland Lake Gold, a growing gold producer, agreed to acquire Detour Gold, an intermediate-sized gold mining company, for $3bn. The transaction bolsters the firm's financial strength with a combined net cash balance of $630m (as of September 30), with increased public float, liquidity, and access to capital and provides greater capacity to pursue further growth and return capital to shareholders.
“The acquisition of Detour Gold is an excellent fit for Kirkland Lake Gold. We have already taken two mining operations, Macassa and Fosterville, and transformed them into high-quality assets that generate industry-leading earnings and free cash flow. The addition of Detour Lake provides an opportunity to add a third cornerstone asset that is located in our back yard in Northern Ontario. Detour Lake will provide the pro forma company with a 20-plus year mine life which provides unparalleled optionality and excellent growth potential for the benefit of all shareholders," Tony Makuch, Kirkland Lake Gold President and Chief Executive Officer.
Kirkland Lake Gold is advised by RBC Capital Markets, Cassels Brock & Blackwell and Dorsey Whitney. Detour Gold is advised by BMO Capital Markets, Citigroup, Stikeman Elliott, Jones Day and Squire Patton Boggs.
FT reported that HP refused to open its books to Xerox and once again rejected the printer and photocopier maker’s $33bn buyout offer, putting the company on track for a hostile battle with the Carl Icahn-backed group.
The HP board said the offer from Xerox “significantly undervalues” the company and that it would not conduct mutual due diligence with its rival, given the uncertainty it believed Xerox would face attempting to raise the cash portion of its $22 a share offer. HP instead pushed to conduct its own review of Xerox to determine if a combination of the two companies “has any merit” before it gives Xerox nonpublic information about its business.
HP is advised by Goldman Sachs and Wachtell Lipton Rosen & Katz. Xerox is advised by Citigroup, King & Spalding and Willkie Farr & Gallagher.
OpenText, an enterprise information management software and solutions provider, commenced its previously announced tender offer for Carbonite, a provider of data protection and cybersecurity, at a price of $23.00 per share, through its subsidiary, Coral Merger Sub.
Carbonite is advised by JP Morgan, Skadden Arps Slate Meagher & Flom, D.F. King & Co and American Stock Transfer & Trust. OpenText is advised by Lazard and Cleary Gottlieb Steen & Hamilton.
KKR agreed to acquire Novaria Group, a manufacturer of specialty aerospace hardware, from Rosewood Private Investments, the private equity arm of The Rosewood Corporation, and Tailwind Advisors, an investment firm for families of significant wealth. The transaction is being funded through KKR’s Americas XII Fund. Financial terms were not disclosed.
“Our team has been in search of a differentiated platform in the commercial aerospace sector and are thrilled to have found our partner in Bryan Perkins and his team at Novaria Group. We look forward to working together to scale the company and build an aerospace engineered parts supplier that is uniquely focused on excellence in quality and customer service,” Josh Weisenbeck, KKR Member and Senior Leader on KKR’s Industrials Investment.
KKR is advised by Kirkland & Ellis, Deloitte and AeroDynamic Advisory. Novaria Group is advised by Lazard, Riveron, and Foley & Lardner. Debt financing is provided by RBC Capital.
Silver Lake, a technology investment company, agreed to acquire First Advantage, which provides comprehensive background screening, identity and information solutions to employers, from Symphony Technology Group, an American private equity firm. Financial terms were not disclosed.
“As employers compete for talent, they seek best-in-class technology partners like First Advantage to provide timely and trusted intelligence to support hiring, risk management, and brand protection. We look forward to working closely with Scott Staples, the management team, and employees of First Advantage to continue the momentum they are demonstrating in many areas, including cutting-edge technology, superior client success practices, and industry-leading geographic coverage,” Joe Osnoss, Silver Lake Managing Director.
Silver Lake is advised by Stifel and Simpson Thacher & Bartlett. First Advantage is advised by JP Morgan and Paul Hastings.
Novartis, a Swiss multinational pharmaceutical company based in Basel, agreed to acquire The Medicines Company, a biopharmaceutical company, for $9.7bn. The price represents a premium of approximately 45% to The Medicines Company’s closing share price of $58.65 on November 18, 2019.
“Our company’s singular, relentless focus and the unwavering commitment of our employees have led to this opportunity to unlock the intrinsic value of inclisiran for patients and to maximize value for our shareholders. We are excited that millions of patients with atherosclerotic cardiovascular disease and familial hypercholesterolemia will potentially benefit from this transformational therapy,” Mark Timney, The Medicines Company Chief Executive Officer.
The Medicines is advised by Goldman Sachs, JP Morgan and Paul Weiss Rifkind Wharton & Garrison.
Alkermes, a fully integrated, global biopharmaceutical company, completed its acquisition of Rodin Therapeutics, a privately-held biopharmaceutical company, for up to $950m. At the closing of the transaction, Alkermes made an upfront cash payment of $100m. Rodin's former security holders are eligible to receive future payments of up to $850m upon achievement by Rodin's development candidates of certain specified clinical and regulatory milestones.
"Building on our broad experience in psychiatry, we believe this transaction will allow us to explore a wide array of neurodegenerative diseases and synaptopathies, which have been areas of significant interest to us as we have advanced our internal pipeline of medicines for CNS disorders. HDAC inhibitors are powerful epigenetic regulators that have therapeutic potential to address some of the most disruptive clinical symptoms that accompany neurogenerative diseases. This investment is reflective of our longstanding commitment to bring new and innovative therapeutic options to patients living with chronic CNS diseases where the unmet medical need is high," Richard Pops, Alkermes Chief Executive Officer.
Rodin was advised by Goodwin Procter. Alkermes was advised by Wilmer Hale.
SoftBank Group, Gavea Investimentos and Constellation Asset Management agreed to invest $138m in VTEX, a cloud-based eCommerce platform that offers online retailers a centralized platform.
The proceeds will be used to expand research and development, including new artificial intelligence software for e-commerce.
SoftBank Group is advised by Simpson Thacher & Bartlett.
Silverfleet Partners-backed Microgen Financial Systems, which develops, implements and supports business-critical software, agreed to merge with Touchstone Wealth Management, a wealth management company. Financial terms were not disclosed.
“This merger brings together two individually successful businesses to create a software provider of scale in the Trust & Fund Admin and Corporate Services market that Silverfleet is very familiar with from successful investments in TMF and Ipes. The enlarged group will combine the best of both firms to set a new benchmark in functionality and client service across the globe to serve this growing and consolidating sector. We are looking forward to working closely with the management team to execute the growth strategy over the coming months,” David MacKenzie, Silverfleet Capital Partner.
SoftBank to go ahead with a $3bn WeWork stock tender. (FS)
SoftBank is launching the previously agreed tender offer for approximately $3bn of WeWork shares, including the $970m worth of shares owned by Adam Neumann.
SoftBank will be going ahead with the announced terms of the $19.19 per share offer. This offer is a crucial part of the $9.5bn rescue for WeWork, which SoftBank agreed on in October.
Sorrento Therapeutics rejects a $709m all-cash acquisition proposal.
Sorrento Therapeutics, a biopharmaceutical company, stated that it had rejected an unsolicited buyout proposal from two pharmaceutical companies. The details of the bidders were not disclosed.
Sorrento was offered $3-$5 per stock in the all-cash transaction, which would have valued the company at $709m. Sorrento stated that the deal undervalued the company and was not in the best interests of its shareholders.
Taurus Investment sold a $614m logistics portfolio. (FS, RE)
Taurus Investment, a Boston-based private equity firm, sold an 8.2m sq ft logistics portfolio to Investcorp, and exited its US Logistics Fund I. The ‘Taurus Bullseye Portfolio’ includes 117 building across Chicago, Dallas, Atlanta and Memphis with more than 400 tenants.
“Logistics is one our highest conviction investment themes at present in the US and Europe, and the value created for our investors by this transaction further demonstrates our expertise in assembling a robust last-mile logistics portfolio,” Peter Merrigan, Taurus CEO.
EMEA
Just Eat, Britain's food ordering and delivery service provider, advised shareholders not to accept the cash offer form Prosus. Just Eat stated that the offer undervalues Just Eat on a standalone basis and is inferior to what Takeaway has offered.
“The Board believes that the Takeaway.com combination provides Just Eat shareholders with greater value creation than the Prosus offer,” Just Eat.
Just Eat is advised by Goldman Sachs, UBS, Oakley Advisory, Linklaters, and Brunswick Group. Takeaway is advised by Bank of America Merrill Lynch, Gleacher Shacklock, Lazard, Cravath Swaine & Moore, De Brauw Blackstone Westbroek, NautaDutilh, and Slaughter & May. Prosus is advised by JP Morgan, Allen & Overy, and Finsbury Hering Schuppener. Debt financing to Prosus is offered by Investec.
Bloomberg reported that Peugeot is planning to sign its $50bn deal with Fiat Chrysler Automobiles this year despite allegations that a former Fiat CFO was implicated in bribery.
Talks between Peugeot-manufacturer PSA and Fiat are concentrated on the merger and a memorandum of understanding is scheduled to be signed in December.
Fiat Chrysler Automobiles is advised by Goldman Sachs, d'Angelin & Co, Community Group, Image Sept, and Sard Verbinnen & Co. Bpifrance is advised by Willkie Farr & Gallagher. Peugeot family is advised by Zaoui & Co. PSA Group is advised by Messier Maris & Associes, Morgan Stanley and Perella Weinberg Partners. EXOR is advised by Lazard.
Asahi Kasei Group, a global Japanese chemical company, offered to acquire Veloxis, a Danish pharmaceutical company, for $1.3bn. The offer price represents a premium of 6% compared to the 30-trading day volume-weighted average share price of the target.
''Veloxis has created significant value for all shareholders which we believe is reflected in this tender offer. We are excited about the commitment Asahi Kasei has made to the continued development of Veloxis while also maintaining the Company’s focus on improving the lives of transplant patients,'' Michael Heffernan, Veloxis Chairman of the Board of Directors.
Veloxis is advised by MTS Health Partners, K&L Gates, Plesner and Ulveman & Borsting. Asahi Kasei is advised by Goldman Sachs and Guggenheim Partners.
Altice Europe-backed SFR FTTH, an alternative fibre-to-the-home infrastructure wholesale operator, agreed to acquire Covage, a fibre wholesale operator, from Cube Infrastructure Fund and Partners Group for $1.1bn.
“I am very pleased that we are further expanding the leading FTTH wholesaler in Europe. We are extremely proud to integrate Covage, a great company, with a portfolio of areas in France complementary to ours. With this transaction we also bring onboard excellent local relationships. We continue to be focused on deleveraging Altice Europe notably thanks to growing revenues and EBITDA which will be supplemented with disposal proceeds. As I have explained previously, we are in advanced discussions with several parties in relation to our Portuguese fibre asset. This process is supported by the significant appetite for fibre in Europe clearly demonstrated by the present transaction which has been strongly supported by our financial partners in SFR FTTH,” Patrick Drahi, Altice Founder.
Cube Infrastructure is advised by Morgan Stanley and DLA Piper.
A Mitsubishi-led consortium was selected as the preferred buyer to acquire Eneco, a producer and suppliers of natural gas, electricity and heat in the Netherlands, for $4.5bn. Eneco rejected bids made by Royal Dutch Shell and a KKR-Rabobank consortium.
“Eneco fits perfectly with our current energy activities and offers us a platform from which to grow further in the European market,” Takehiko Kakiuchi, Mitsubishi Chief Executive.
Eneco is advised by De Brauw Blackstone Westbroek, Stibbe, NautaDutilh and Rutgers & Posch Visée Endedijk.
Ferring, a research-driven, specialty biopharmaceutical group, and The Blackstone Group agreed to invest $570m in FerGene, a new gene therapy company and Ferring subsidiary.
"Bringing a novel gene therapy to the market requires dedicated focus and capabilities, and FerGene, a Ferring company, will have the resources and team needed to help us potentially bring nadofaragene firadenovec to patients. Through this new joint financing model between Ferring and Blackstone Life Sciences, we aim to ensure more people with high-grade, BGC unresponsive, non-muscle invasive bladder cancer may benefit from this novel gene therapy if approved,” Frederik Paulsen, Ferring Pharmaceuticals Chairman.
FDJ, the lottery operator in France, agreed to acquire Bimedia, a software publisher specialized in front office POS and payment services, from Idinvest Partners for €50m ($55m).
This acquisition would enable FDJ to accelerate the development of its "Payment and Services" business, in line with its 2025 strategic plan. FDJ thus confirms its commitment to support the development and modernisation of its retail distribution network by offering value-added services.
Siemens is looking to acquire Iberdrola’s Siemens Gamesa stake.
Siemens is considering buying Iberdrola's 8% stake in wind-turbine maker Siemens Gamesa Renewable Energy, an electric utility company, to reinforce its energy holdings.
The deal could be valued at $793m and would be ultimately increasing the stake of Simens to approximately 67%. Siemens aims a complete takeover of the wind company and then eventually merge the business with Siemens Energy.
BAIC looking to increase stake in Daimler.
Daimler's Chinese joint venture partner BAIC is looking to increase its stake up from 5% in the German luxury car manufacturer.
Officials at BAIC’s listed company BAIC Motor said at investor conferences in mid-October that “both sides are willing to increase stakes in the other,” responding to questions about the future relationship between BAIC Group and Daimler, Reuters reported.
Unilever denies reports that its tea business is up for sale.
Unilever denied the rumors of a possible disposal of its tea businesses, PG Tips and Lipton brands. Rumors suggested that Unilever was exploring strategic options for the tea businesses in the face of decreasing demands of teas in the western market, such as the UK, where tea bag shales fell by 3.4% in 2018.
“Contrary to reports, we are not exploring the sale of our tea business. PG Tips and Lipton are very popular brands, and although the growth of black tea in developed markets has slowed down, we are focused on turning this around, while also expanding the brands into herbal teas and other segments that are growing,” Unilever spokeswoman.
Aramco to attract ADIA and Abu Dhabi fund for its IPO.
Saudi Aramco’s executives met with officials of Abu Dhabi Investment Authority, one of the world’s biggest sovereign wealth funds, to discuss a potential investment in the oil giant’s share sale that could raise as much as $25.6bn, Reuters reported.
Aramco has struggled to attract a major cornerstone or anchor investor for its IPO, which could be potentially the world’s biggest. It has also approached Kuwait Investment Authority and Singapore’s GIC.
Foresight raises $624m in less than two years. (FS)
Foresight Group’s Foresight Capital Management Team, an independent infrastructure and private equity investment manager, raised $624m in commitments in less than two years since the launch of its first open-ended investment company.
“We are delighted to reach such a significant milestone within two years of the launch of our first OEIC. We have grown funds under management and built a strong and diverse investor base, which has meant we are on track to raise a record amount in 2019," Nick Scullion, Foresight Capital Management Head.
MiddleGame raises $165m for fintech-focused fund. (FS)
MiddleGame Ventures, a fintech-focused investment firm, reached the first close for its first fund MGV Fund I with a size of $165m. The fund remains open to additional institutional and private investors ahead of a final close later in 2020.
“We are pleased to have new capital from substantial investors to support great, transformational businesses across Europe and the US with our highly focused fund. We are excited to put our platform to work on behalf of investors and the next wave of innovators solving hard problems and re-architecting the industry, " Pascal Bouvier, MGV Co-Founder.
Apis Partners is nearing the close of second fund. (FS)
UK-based private equity firm Apis Partners is nearing the close of its second fund at over $400m in commitments.
Chubb, a global provider of insurance products, agreed to acquire additional 15.3% of Huatai Insurance Group, a Beijing-based insurance company, for $1.5bn.
"Earlier this year, following approval from the CBIRC, we increased our ownership in Huatai Insurance Group, which became the first domestic Chinese financial services holding company to convert to a Sino-foreign equity joint venture. The agreement we are announcing today is another important milestone toward our goal of majority and beyond ownership in Huatai," Evan G. Greenberg, Chubb Chairman and Chief Executive Officer.
SoftBank and T. Rowe led a $1bn investment round in PayTM, an Indian digital payments company. The investment values the parent company, One97 Communications, at $16bn.
The company will expand into insurance, lending and investments and invest $1.4bn over the next three years to include more users in the country.
China Mengniu Dairy, a manufacturing and distribution company of dairy products and ice cream in the People's Republic of China, agreed to acquire Lion Dairy & Drinks, the Australian beverage unit of Kirin, an integrated beverages company, for $419m.
"The full divestment of the Dairy & Drinks business will ensure it has an owner that is well-placed to grow the business over the long term, while also accelerating Lion's pivot to becoming a leading global adult drinks business," Stuart Irvine, Lion CEO.
Tessellate Ventures, a venture fund, is set to invest in EVI Technologies, a provider of electric vehicle charging solutions. Financial terms were not disclosed.
"EVIT is very much excited to have partnered with Napino, as their world-class manufacturing facility will help us make our product range comprehensive to meet all requirements of the electric vehicle industry," EVIT team.
Khazanah sells various stakes worth $1.4bn.
Malaysia’s sovereign wealth fund Khazanah Nasional sold stakes worth $1.4bn in seven foreign firms, including Alibaba Group, in the first 16 months of the current government, according to a Reuters report.
The fund, which made its first loss in a decade last year, has been under pressure to raise funds for the debt-laden government of Prime Minister Mahathir Mohamad who took office in May last year.
Hitachi nears deal to sell its chemical unit to Showa Denko.
Reuters reported that Japan’s Hitachi is nearing a deal to sell its unit Hitachi Chemical to Showa Denko, a Japanese chemical engineering firm, in a transaction that could be worth about $8.7bn.
If a deal is reached, Showa Denko would purchase Hitachi’s 51% stake in Hitachi Chemical, then buy the rest of the shares through a tender offer.
Taurus and Jindal in talks of a possible JV.
Brazilian gunmaker Taurus Armas and Indian steelmaker Jindal Group are in advanced talks of a possible joint venture in India. Taurus agreed to extend its existing MoU with Jindal Group by six months and updated a securities filling.
Mining Industry Indonesia secures funds to acquire PT Vale Indonesia.
Indonesia‘s state mining holding company Mining Industry Indonesia secured loans from two Japanese banks and a state bank to finance a stake acquisition from PT Vale Indonesia, which produces nickel in matte at integrated mining and processing facilities near Sorowako on the island of Sulawesi. The company is looking to acquire a stake worth approximately $500m.
Saratoga Capital to exit FRP Products. (FS)
Singapore-based private equity firm Saratoga Capital is exploring strategic options FRP Products, a corrosion protection specialist. Financial terms were not disclosed.
SK's pharmaceutical unit plans IPO in 2020.
A biopharmaceutical unit of SK Holdings is looking forward to going public in 2020. The company is expecting to raise over $848m from the IPO. SK Biopharmaceutical filed an IPO application on October 25, and the Korea Exchange is expected to take three months conducting its reviews.
Citigroup and NH Investment & Securities are advising the IPO.
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