EMEA
Virgin-Stobart consortium and Flybe revised takeover terms. (Financial Sponsors)
Millicom confirmed talks with Liberty Latin America.
EQT to sell VFS for $2.5bn. (FS)
Orsted gave up on power business divestment.
JAB chairman Bart Brecht resigned from his position.
AMERICAS
Newmont shares fall amid controversy surrounding $10bn Goldcorp takeover.
Apollo closing in on $10bn Arconic deal. (FS)
SoftBank to lead a $700m funding round for Katerra. (FS)
Odebracht offered a debt-for-equity swap for Atvos.
APAC
Navitas recommended the $1.5bn takeover offer from BGH and Rob Jones. (FS)
IOOF delayed the buyout of ANZ assets.
Ethiad Airways looking to increase its stake in Jet Airways.
TMB and Thanachart are finalizing their merger agreement.
PAG looking to buy Retail Food Group’s pizza business. (FS)
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Latest Deals
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EMEA
Virgin-Stobart consortium and Flybe revised takeover terms.
Virgin Atlantic and Stobart Group revised the terms of the agreement to take over Flybe Group, a British airline, to include an immediate cash injection. The companies agreed to a £2.2m ($2.8m) deal last week.
The terms of the revised deal mean the consortium will take hold of Flybe’s assets and operations by February 22, instead of waiting for the transaction for the whole company to close later this year. The revised deal allows the consortium to pump in money straight away.
Flybe was advised by Evercore and Bryan Cave Leighton Paisner. Stobart was advised by Barclays and Hill Dickinson. Cyrus was advised by Morgan Lewis & Bockius. Virgin was advised by Rothschild & Co, Herbert Smith Freehills, and FTI Consulting.
JZ Capital Partners sold PetroCorner, a network of petrol stations throughout Spain, to a Spanish subsidiary of British Petroleum. Financial terms were not disclosed.
David Zalaznick, JZCP’s Founder and Investment Advisor, commented: “Petrocorner was a highly successful result of our buy-and-build strategy in the retail petrol sector. For JZCP, the Petrocorner sale represents a further step towards our primary goal to achieve liquidity through realizations and refinancings. We hope to report on additional liquidity events throughout 2019.”
JZ Capital was advised by FTI Consulting.
Millicom confirmed talks with Liberty Latin America.
Millicom, an international telecommunications and media company, confirmed that it had been approached by Liberty Latin America, a wireless and cable operator in South America and the Caribbean, with regards to a possible takeover offer. The deal would create one of the largest telecommunications carriers in Latin America. Millicom is currently valued at approximately $7.2bn.
“There is no certainty that a transaction will materialize, nor as to the terms, timing or form of any possible transaction,” Millicom said in a statement.
EQT to sell VFS for $2.5bn. (FS)
EQT is looking to launch the sale of VFS, an outsourcing and technology services specialist for governments and diplomatic missions worldwide, for approximately $2-2.5bn. The firm is holding meetings with potential buyers including private equity groups and sovereign wealth funds and will send out detailed information packages including full-year VFS figures around late February.
VFS, with headquarters in Dubai, supplies security checks, information dissemination and form checks for visa applicants, as well as the recording of biometric data and identity verification.
Lazard is advising EQT.
Orsted gave up on power business divestment.
Orsted, a power company based in Denmark, said it would halt the sale process of its Danish power distribution business after it became clear there was no longer political support for the divestment. The sale, which was to help fund Orsted’s massive capital expenditure plan, was vetoed by the Danish government, which holds a 50.1% stake in the company.
“It’s not a question about whether it should be sold or not. It is a question about who it should be sold to,” head of the Social Democrats, Mette Frederiksen, said. “It’s important that we keep critical infrastructure including the power network in hands where we keep democratic control with what happens. This can be either consumer-led ownership or that the state owns no less than half of the company.”
JAB chairman Bart Brecht resigned from his position.
The chairman of JAB Holdings, the owner of Pret A Manger and Keurig Dr. Pepper, has quit after a five-year $50bn takeover spree led to a split with his two partners over the scale of the investment group’s dealmaking. Mr. Brecht stepped down after failing to convince JAB to scale back its takeover ambitions to focus on improving operations at its sprawling portfolio of companies.
As a result of his resignation, Mr. Brecht steps down from the board seats of eight of JAB's portfolio companies. JAB Holdings will now be run by the two remaining partners: Peter Harf and Olivier Goudet.
AMERICAS
Churchill Capital Corp, a public investment vehicle, and Clarivate Analytics, a global leader in providing trusted insights and analytics to accelerate the pace of innovation, agreed on a $4.2bn merger. The combined company will operate as Clarivate and will become publicly listed on the New York Stock Exchange. Clarivate’s current owners, Onex Capital and Baring Private Equity Asia, will retain 100% of their equity, making them majority owners of the combined company.
Jay Nadler, CEO of Clarivate, said: "Clarivate accelerates the pace of innovation by supporting the world's innovators - the people and organizations behind a new idea, invention or brand. This is an exciting milestone in Clarivate's evolution that will open a wide range of future growth opportunities for the business and allow us to further invest in the brightest minds, game-changing data science, and robust technologies. Jerre is a veteran of the industry and his insights will be invaluable as we enter our next phase of growth."
Credit Suisse and Latham & Watkins advised Clarivate. Citigroup, M. Klein, Blank Rome and Paul Weiss Rifkind Wharton & Garrison advised Churchill Capital Corp. Credit Suisse and Latham & Watkins advised Onex. Credit Suisse and Ropes & Grey advised BPEA.
Newmont shares fall amid controversy surrounding $10bn Goldcorp takeover.
The $10bn acquisition of Goldcorp, a gold production company headquartered in Vancouver, was announced on Monday. The deal was met with a lukewarm reception from analysts. Newmont was down 2.6% at $30.94 in response to the takeover, giving the company a market value of $16.4bn.
“While this transaction will give Newmont some growth potential and operational upside, we do not see the justification for Newmont to pay a significant (17%) premium,” said Jefferies analyst Christopher LaFemina.
Moreover, a group of gold investors, including New York hedge fund Paulson & Co, criticized the planned $10bn acquisition of Goldcorp and the estimated $8m reward due its chief executive from the deal. Shares in the Vancouver-based gold producer have fallen by 26% under CEO David Garofolo, while he was paid over C$16m ($12m) in aggregate compensation in 2016 and 2017.
“While Mr. Garofalo has been massively overpaid, stockholders have lost over C$3.7bn ($2.7bn) since his appointment, and Goldcorp now wants to sell itself at only a slight premium to its 1,3,5,7 and 10-year low in share price,” the investors said.
Newmont was advised by BMO Capital Markets, Citi and Goldman Sachs as financial advisors, and Wachtell, Lipton, Rosen & Katz, Goodmans, and White & Case as legal advisor. Goldcorp was advised TD Securities and BofA Merrill Lynch as financial advisors and Cassels Brock & Blackwell and Neal Gerber & Eisenberg as legal advisor. Fort Capital Partners and Osler, Hoskin & Harcourt acted for independent directors.
iSolved HCM, a portfolio company of Accel-KKR acquired the US payroll business of Sage Group, a British multinational enterprise software company based in Newcastle upon Tyne, for $100m. This divestiture is part of Sage's strategy, as set out in the November 2018 results, to focus on subscription software solutions that are in or have a pathway to the Sage Business Cloud.
“iSolved HCM is very excited to be acquiring SPR,” stated Dave Dawson, CEO of iSolved HCM. “SPR payroll customers and licensees will now have access to cutting-edge HCM technology that includes employee engagement, performance and collaboration, benefits enrollment, time and attendance, as well as a payroll platform that is ideal for today’s employer. iSolved HCM has experienced phenomenal growth over the last few years, and this acquisition dramatically expands the users and businesses who trust iSolved for their workforce management needs.”
FTI Consulting advised Sage Group.
Apollo closing in on $10bn Arconic deal. (FS)
Apollo Global Management is nearing a deal to buy US aluminum products maker Arconic for more than $10bn. The private equity firm would pay between $21 and $22 per share in a deal that is likely to be announced this week, representing a 10% premium to Arconic's share price.
Elliott Management Corp, which sits on Arconic board, is working to address potential liabilities weighing on the sale process for the aluminum products maker.
SoftBank to lead a $700m funding round for Katerra. (FS)
The new funding round of Katerra, a California-based construction company, would value it at more than $4bn. The $700m investment will be led by SoftBank’s Vision Fund and will pull Katerra’s total equity capital past $2bn. Last year, SoftBank had also led Katerra’s $850m Series D round of financing.
Odebracht offered a debt-for-equity swap for Atvos.
Odebracht, a Brazilian conglomerate consisting of diversified businesses in the fields of engineering, construction, chemicals and petrochemicals, which is currently struggling with its debts, proposed that creditors take over its sugar and ethanol unit, Atvos Agroindustrial Participacoes, in a debt-for-equity swap.
Two years ago Odebracht made a deal with the US, Brazilian and Swiss governments to pay $3.5bn in fines to settle corruption charges. A debt-for-equity swap would give Odebracht more time to recover without selling plants, a potential alternative to paying off debt.
Canaplan is advising Odebracht.
APAC
Navitas recommended the $1.5bn takeover offer from BGH and Rob Jones. (FS)
Navitas, an Australian adult education provider, announced that it would accept the sweetened $1.5bn takeover offer from its founder, Rob Jones, and private equity company BGH - the new firm of TPG Capital Management’s former Asia boss Ben Gray. The new offer represents an 18.9% premium to the share price close on Monday.
Navitas is being advised by Ashurst and Goldman Sachs. BGH is being advised by Morgan Stanley and Gilbert + Tobin.
IOOF delayed the buyout of ANZ assets.
IOOF Holdings, an Australian financial services company which offers a range of products and services including financial advice, superannuation, investment management and trustee services, said its $705m deal to buy part of ANZ’s pension unit would be delayed by at least three months. ANZ, the third largest bank by market capitalization in Australia, agreed to the deal in 2017.
IOOF said it would settle the buyout only after ANZ formally split its pension assets, which IOOF expects to be by July 1.
Ethiad Airways looking to increase its stake in Jet Airways.
Ethiad Airways, the flag carrier and the second-largest airline of the United Arab Emirates, said it would like to increase its stake in Jet Airways, a major Indian international airline. Ehtiad already holds a 24% stake in Jet. The company’s stake is capped at 49% given foreign ownership rules in Indian airlines.
At the same Qatar Airways said it is not interested in obtaining a stake in Jet, as a substantial portion of the debt-laden Indian carrier is held by Etihad Airways, whose owner is an “enemy” of Qatar.
Jet shares jumped as much as 7% early on Tuesday.
TMB and Thanachart are finalizing their merger agreement.
TMB Bank and Thanachart, two banks headquartered in Bangkok, together with the Thai government, are finalizing the terms of their merger agreement. The deal is expected to be approved by the end of this month, a senior finance ministry official said on Tuesday. TMB is co-owned by the state of Thailand and ING Group, while Thanachart is co-owned by Thanachart Capital and Bank of Nova Scotia.
“The finance minister would like the merger of TMB Bank and Thanachart to happen as soon as possible... and will be concluded by this government,” the head of State-Enterprise Policy Office, Prapas Kong-ied, told reporters.
PAG looking to buy Retail Food Group’ pizza business. (FS)
Hong Kong-based PAG is in talks to acquire Crust Gourmet Pizzas from its current owner Retail Food Group, an Australian bakery franchiser based in Southport, Queensland. PAG is in pole position to take the asset, after edging in front of Pizza Hut Australia's owner Allegro Funds.
The sale of Crust Gourmet Pizzas could bring Retail Food Group, which is under pressure from its banks to sell assets and reduce its debt pile, approximately $100m. The asset is the biggest part of Retail Food Group's domestic quick service restaurant division, which also includes the Pizza Capers brand.
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