AMERICAS
Cineworld shares fell 42% on concerns about the coronavirus, and as its plan to acquire Cineplex, a Toronto-based cinema chain, came under fire from an activist investor, Bloomberg reported.
Bluebell Capital Partners, a fund based in London that holds an undisclosed stake in Cineplex, urged the Canadian government to prevent the deal. Bluebell said the transaction would pose a "significant risk" to the future of the company.
Cineworld agreed to acquire Cineplex for $1.55bn in December and still intends to complete the transaction.
Cineworld is advised by Goldman Sachs, HSBC and Bank of America Merrill Lynch. Cineplex is advised by Scotiabank, Goodmans, Herbert Smith Freehills and Baker & McKenzie. Debt is provided by Bank of America Merrill Lynch, Goldman Sachs and HSBC.
Shareholders of AquaVenture, multinational developer and provider of sustainable Water-as-a-Service solutions, voted to approve the previously announced definitive merger agreement pursuant to which Advent-backed Culligan will acquire AquaVenture for $1.1bn.
Under the terms of the merger agreement, AquaVenture's shareholders will be entitled to receive $27.10 per share upon the closing of the proposed merger. The merger, which is expected to be completed by the end of March, remains subject to the satisfaction or waiver of other customary closing conditions.
AquaVenture is advised by Citigroup, UBS and Goodwin Procter. Advent and Culligan are advised by Weil Gotshal and Manges and Finsbury.
Assertio Therapeutics, an American specialty pharmaceutical company, agreed to merge with Zyla Life Sciences, a specialty pharmaceutical company.
Under the terms of the agreement, Zyla stockholders will receive 2.5 shares of common stock of a newly-formed holding company for each share of Zyla common stock held. The merger is expected to close in the second quarter of 2020, subject to approval by Assertio stockholders and by Zyla stockholders and the satisfaction of other customary closing conditions.
“Today’s announcement represents an exciting new chapter in the transformation of Assertio and the Merger presents the perfect opportunity for me to transition into the role of non-executive chairman. With over 25 years of pharmaceutical, medical device and biotechnology experience and a proven track record of success, Todd Smith has the leadership and business skills necessary to take the new Assertio to the next level,” Arthur Higgins, Assertio President and CEO.
Zyla is advised by MTS Securities and Dechert. Assertio is advised by Stifel and Gibson Dunn & Crutcher.
"We welcome Certares as a strategic investor in Liberty TripAdvisor. Certares has deep experience and a highly successful track record investing in the travel, tourism and hospitality sectors, and we will greatly benefit from Greg's insight on our board. In addition, and importantly, this investment secures long-term financing, which is not tied to stock price movements in this volatile environment," Greg Maffei, Liberty TripAdvisor Chairman, President & CEO.
Liberty TripAdvisor is advised by Goldman Sachs, Societe Generale and Baker Botts. Certares is advised by Simpson Thacher & Bartlett.
NexPoint Hospitality, a publicly-traded real estate investment trust, delayed the close of its $318m acquisition of Condor, a hotel-focused real estate investment trust, to March 23.
Condor is advised by KeyBanc Capital Markets and McGrath North Mullin & Kratz. NexPoint is advised by Goodmans and Winston & Strawn.
Costco, an American multinational retail corporation, completed the acquisition of Innovel Solutions, a provider of the retail supply chain, warehousing and final-mile delivery, from Transformco, an integrated retailer, for $1bn.
This transaction will provide Innovel and its employees with the resources to continue to build out a best in class logistics platform, and the proceeds from the sale will allow TFCO to repay all of its non-real estate debt.
"We have had a great relationship with Innovel and share a philosophy of taking care of our members. We believe the acquisition will allow us to grow our e-commerce sales of ‘big and bulky’ items at a faster rate," Craig Jelinek, Costco CEO.
Transformco was advised by Guggenheim Partners and Wachtell Lipton Rosen & Katz. Costco was advised by Moelis & Co and Perkins Coie.
Advent International to invest in Conservice. (FS)
Advent International agreed to invest in Conservice, a provider of utility management software and billing solutions to property owners and managers. Advent will join existing investor TA Associates as an institutional shareholder in the company. Financial terms were not disclosed.
"We believe Conservice has unparalleled expertise in the highly complicated regulatory area of utility billing. We were particularly impressed with Conservice's Utility Management Platform, a proprietary software platform that codifies and automates the constant regulatory changes across state and local jurisdictions, which enables Conservice to have industry-leading accuracy. In addition to the tremendous value Conservice delivers to its customers, we are also excited about the environmental conservation and sustainability benefits Conservice provides," Eric Wei, Advent Managing Director.
Advent is advised by Finsbury. TA Associates is advised by BackBay Communications.
Quantum, a storage and video management service provider, completed the acquisition ActiveScale, a data center services business of Western Digital, a data storage company. Financial terms were not disclosed.
"The strategic acquisition of ActiveScale bolsters our existing product portfolio and expands our addressable market providing critical software capabilities that enhance our go-to market strategy with minimal risk to Quantum. With engineers who developed ActiveScale's erasure-coded object store software now on our team, we are in a position to pursue new object solutions truly optimized for managing video and other unstructured data," Jamie Lerner, Quantum President and CEO.
Quantum was advised by FNK IR.
Harvest Health & Recreation, a vertically integrated cannabis company, completed the merger with Interurban Capital Group, a management services company, in a $63m deal.
Harvest said in a release that the acquisition would expand its reach, with rights to operate more than 210 cannabis facilities across the US.
"Over the past three years, we have worked closely with Eruptr to deliver market-leading lead generation and conversion results for our mutual health system clients. Bringing our companies together to help drive continued innovation and leadership in the healthcare digital marketing industry was the natural next phase of our strategic partnership," Greg Gossett, HealthAware CEO and Founder.
"Rod has built a remarkable suite of solutions that is not only critical for hoteliers but is also well-loved by its customers. We've spent the last 12 years as active investors in the hospitality market, and we believe Rod and his team have built an exceptional and unique business, which will be a great platform for us as we look to expand its footprint both organically and inorganically through M&A," Lance Fenton, Serent Capital Partner.
GitHub to acquire npm.
GitHub, a US-based global company that provides hosting for software development version control using Git, agreed to acquire npm, a package manager for the JavaScript programming language. Financial terms were not disclosed.
"Looking further ahead, we'll integrate GitHub and npm to improve the security of the open-source software supply chain, and enable you to trace a change from a GitHub pull request to the npm package version that fixed it. Open-source security is an important global issue, and with the recent launch of the GitHub Security Lab and GitHub's built-in security advisories, we are well-positioned to make a difference. In addition, GitHub Sponsors has already paid out millions of dollars to open source contributors, and we're excited to explore tasteful ways to extend it to the npm ecosystem," GitHub.
LeBaronBrown Specialties, a North American specialty chemical and ingredients distributor, agreed to acquire Dien, a specialty chemical and ingredients distributor. Financial terms were not disclosed.
"We are thrilled by the addition of Dien to the LBB Specialties platform. The company's high-quality, multi-decade performance history and reputation as a premier specialty chemical and ingredients provider are a testament to the outstanding team in place at Dien. We look forward to the opportunity to provide resources and support to the management team at Dien to fuel continued growth," Darren Birkelbach, LBB Specialties Chief Executive Officer.
Bakkt raised $300m in Series B funding round. (FS)
Bakkt, a crypto derivatives provider, raised $300m in a Series B funding round. The companies backing the round include Intercontinental Exchange, Microsoft's M12, PayU, Boston Consulting Group, Goldfinch Partners, CMT Digital, and Pantera Capital.
"I'm excited at our potential to unlock nearly $1tn of digital assets when the Bakkt app launches this summer. With the completion of our Series B financing and recent acquisition of Bridge2 Solutions, Bakkt is now a team of 350 employees and powers the loyalty redemption programs for 7 of the top 10 financial institutions and over 4.5k loyalty and incentive programs including two of the largest US airlines. We have the unique opportunity to leverage the technology, infrastructure and partners across our businesses to bring innovative new products to market and in doing so expand access to the global economy," Mike Blandina, Bakkt CEO.
Commonfund targets $300m for third emerging markets fund. (FS)
Commonfund Capital is looking to raise at least $300m for its latest emerging markets fund. The target amount for Commonfund Capital Emerging Markets III is 50% more than the $200m sought in 2017 by the Wilton-based firm for its second emerging markets fund of funds.
Commonfund Capital is primarily focused on serving not for profit institutions such as schools, hospitals and foundations, as well as family offices and pension systems. The firm manages more than $25bn in total and most commonly makes fund-of-fund investments.
CVC Credit to divest assets most exposed to coronavirus. (FS)
PE News reported that CVC Credit Partners Investment Management is divesting positions in issuers that are most exposed to the coronavirus outbreak, including those that have material Italian operations. The manager of the listed CVC Credit Partners European Opportunities fund said it will also pre-emptively divest positions in issuers in the transportation, leisure and logistics sectors, and structured finance positions subject to higher volatility, to prepare for a potential liquidity crunch.
"We remain in active dialogue with issuers of credit positions we currently hold, and today the portfolio remains conservatively positioned with regards to industries and regions most severely affected by recent events," Andrew Davies, CVC Credit Partner.
EP Energy's Apollo-backed financing collapses. (FS)
PE News reported that Apollo Global Management and other firms are backing off a commitment to finance shale driller EP Energy's exit from Chapter 11, the second major bankruptcy deal to falter over the turmoil in US energy markets.
The investors, which own large chunks of EP Energy's debt, went back on a $475m commitment to purchase its equity under a court-approved Chapter 11 strategy.
Black Diamond Capital hired Rodney S. Cohen as Head of Private Equity. (FS, People)
Black Diamond Capital Management, an alternative asset management firm with over $9bn in assets under management, announced the appointment of Rodney S. Cohen as Head of Private Equity.
Mr. Cohen will have responsibility for managing Black Diamond's portfolio of private equity funds, consisting of the BDCM Opportunity Funds II, III, IV, and V, aggregating c. $4bn in the capital.
"We are extremely pleased to have Rodney lead our private equity team. I have known Rodney for more than 40 years, and we have been investors together over the past 20 years. We are excited at the critical role he will play in enabling our firm to continue to successfully identify and capitalize on opportunities in our investment platform. Rodney's proven track record, insight, and expertise make him a tremendous addition to our firm," Stephen H. Deckoff, Black Diamond Managing Principal.
EMEA
The all-or-nothing payout that Bristol Myers Squibb used to sweeten its purchase of Celgene is on track for its worst day ever as investors weighed the impact of the coronavirus pandemic, Bloomberg reported.
The so-called contingent value right, or CVR, depends on timely US approval of three Celgene drugs, with a decision for multiple sclerosis drug ozanimod expected by March 25. While Wall Street has talked up expectations for the company to clear the bar on all three, potential hiccups at the US Food and Drug Administration due to the ongoing pandemic ignited fears.
Celgene was advised by Morrow Sodali Global, Citigroup, JP Morgan, Davies Ward Phillips & Vineberg, Jones Day, Slaughter & May, Wachtell Lipton Rosen & Katz, Simpson Thacher & Bartlett, and Kekst CNC. BMS was advised by Dyal Co, Evercore, Morgan Stanley, Kirkland & Ellis, Mayer Brown, Davis Polk & Wardwell, Brunswick Group, Joele Frank, and Sard Verbinnen & Co. Debt Financing was provided by Mitsubishi UFJ Financial Group and Morgan Stanley.
AMS shares fell below the price at which the company is raising new equity, in the latest hurdle to its planned acquisition of Osram, a German lighting group.
Austria's AMS began offering new shares at $9.71 on Monday, hoping for proceeds of $1.85bn which it needs for the Osram takeover. However, by fears over the economic impact of the coronavirus pandemic, shares in AMS fell to $9.5.
Osram is advised by Lazard, Perella Weinberg Partners, Freshfields Bruckhaus Deringer, Gleiss Lutz, and Hengeler Mueller. AMS is advised by PwC, Bank of America Merrill Lynch, HSBC, UBS, Herbst Kinsky, Linklaters, Allen & Overy, Schellenberg Wittmer, and Brunswick Group.
Activa Capital-backed Alliance Etiquettes, a French company producing label printing for the wine & spirits industry, completed the acquisition of 5 Sept Etiquette, a company in the adhesive label printing industry. Financial terms were not disclosed.
"5 Sept Etiquette is a company with a unique know-how and a strong strategic interest for the Alliance Etiquettes group. Sector diversification, complementary production techniques and strengthened geographical coverage are all assets that will enable us to bring ever greater value and satisfaction to our respective customers. We are delighted and proud to welcome the 5 Sept Etiquette teams in the Alliance Etiquettes group," Olivier Laulan, Alliance Etiquettes President.
5 Sept Etiquette is advised by BDO, Banque Populaire du Nord and Lexcap. Alliance Etiquettes is advised by Eight Advisory, Indefi and Altair Lawyers.
Limerston Capital Partners completed the acquisition of Patricia White's and Country Cousins, which provide private pay, live-in care agency services, from Saga, a British company focused on serving the needs of those aged 50 and over. Financial terms were not disclosed.
"I am delighted we have been able to acquire Patricia White's and Country Cousins, which we identified as strong brands to establish a presence in the attractive private pay home care market. We are looking forward to working with John Cahill and his team to invest in the Businesses, continue to deliver outstanding customer service and to grow the company, both organically and through acquisition opportunities," James Paget, Limerston Founding Partner.
Limerston Capital is advised by PricewaterhouseCoopers, CMS and Simpson Thacher & Bartlett. Debt financing is provided by Shawbrook Bank.
TVEL Fuel Company, a Russian nuclear fuel cycle company headquartered in Moscow, completed the acquisition of Uranium Enrichment Center from its partner in the joint venture Kazatomprom, a multinational resource extraction company, for $100m.
UEC is a joint Kazakhstan-Russian enterprise established in 2006 as part of the implementation of the Comprehensive Program of Kazakhstan-Russia Cooperation in the Peaceful Use of Atomic Energy. It owns 25% (plus one share) of the Ural Electrochemical Integrated Plant JSC in Novouralsk, Sverdlovsk region of Russia. UEC was the first company with foreign-ownership to have an interest in a Russian uranium enrichment facility.
Kazatomprom was advised by Powerscourt.
AGC, a Japanese global glass manufacturing company, offered to acquire Molmed, a biotechnology company, for $267m.
AGC offered $0.577 per Molmed share, the equivalent of a premium of 110.3% compared to the stock's closing price on March 16.
Nordic Capital agrees to acquire SpaMedica from CBPE Capital. (FS)
Nordic Capital, a private equity firm, reached a deal to acquire SpaMedica, a UK eye-treatment provider, Bloomberg reported.
Nordic Capital signed an agreement this past weekend to acquire SpaMedica from CBPE Capital, a UK mid-market investment firm. The transaction values SpaMedica at c. $370m.
Nordic is purchasing SpaMedica as an add-on acquisition for Ober Scharrer Group, a German ophthalmology outpatient chain that it owns.
Coronavirus turmoil cancels Curium Pharma's $3bn deal. (FS)
Curium Pharma, the private equity-owned medical supplies firm, is deferring a sale of the company due to the coronavirus-induced market volatility.
The French company notified the remaining bidders of its decision. Curium said its board will reassess the situation and its strategic options "in due course." A sale of Curium, one of the most hotly contested deals in Europe this year, was initially expected to fetch at least $3bn, Bloomberg reported.
Curium had asked Nordic Capital, Bain Capital and CVC Capital Partners to submit final bids. As market conditions deteriorated, some suitors decided to offer less than they had in the earlier round. That prompted owner CapVest to pull the process after it could not achieve the value it was seeking.
CureVac says it has not received a US takeover offer.
German biotech firm CureVac said it had not received a takeover offer from the United States after German government sources told Reuters that Washington was looking into how to gain access to an experimental coronavirus vaccine it was developing.
"CureVac has not received from the US government or related entities an offer before, during and since the Task Force meeting in the White House on March 2," CureVac.
CureVac said this month that its CEO at the time, Daniel Menichella, met US President Donald Trump, Vice President Mike Pence, members of the White House Coronavirus Task Force and pharmaceutical companies to discuss a vaccine.
EssilorLuxottica launches share buyback.
EssilorLuxottica, the maker of Ray Ban sunglasses, announced a plan to buy back up to 3m shares, adding it was confident in its long-term outlook.
The firm's Italian Luxottica unit, which also makes eyewear for Oakley and which merged with French lens maker Essilor in 2017, is facing production stoppages like many industrial companies after Italy entered lockdown to combat the coronavirus outbreak.
At Monday's closing price of €95.9 ($106.9) per share, the purchase program would be worth around €288m ($321m).
APAC
CITIC Industrial Investment, a subsidiary of CITIC Securities, completed a $100m investment into Meizhong Jiahe Hospital Management, a management services provider to hospitals and a subsidiary of Concord Medical Group.
"We are excited and honored to have such a strong partner to make a significant investment in Meizhong Jiahe, which can support the opening of our Guangzhou Cancer Hospital this year and the operation of our other medical institutions," Jianyu Yang, Meizhong Jiahe Hospital Management Chairman and CEO.
ABB, a multinational technology company, completed the acquisition of 67% stake in Shanghai Chargedot New Energy Technology, a Chinese e-mobility solution provider. Financial terms were not disclosed.
"This investment is a further demonstration of ABB's commitment to enabling sustainable mobility. With China forging ahead in the development of a comprehensive e-mobility ecosystem, this acquisition will give ABB a significant role in delivering growth, working closely with SAIC and other leading Chinese car manufacturers," Tarak Mehta, ABB President of Electrification business.
AMTD Digital, a digital finance arm of AMTD Group, agreed to acquire PolicyPal, a Singapore-headquartered insurance startup. Financial terms were not disclosed.
"We have seen a rapid 105% growth for our gross premium underwritten in the past few months. Partnering with AMTD to transform the insurance ecosystem will allow us to provide the best protection coverage to consumers. Together, working as one team, we will unlock the full potential of the digital network and reach more people and new markets to drive our mission," Val Jihsuan Yap, PolicyPal CEO and Founder.
Geely hires Bank of America and UBS for a merger with Volvo Cars.
Bank of America and UBS Group are among banks that Geely Automobile selected for its proposed merger with Swedish affiliate Volvo Cars, paving the way to create China's first global carmaker.
Geely is discussing different deal structures with the advisers, while Volvo is working with HSBC on the potential transaction, Bloomberg reported. Volatility in global markets, sparked by the novel coronavirus outbreak, could lead to delays, although the overall plans to combine remain unaffected.
The two companies, both controlled by Chinese billionaire Li Shufu's closely held Geely Group, said in February that they had started discussions and the plan was for the combined entity to be listed in Hong Kong and Stockholm.
Inspur Cloud readies STAR Market IPO as valuation hits $1.43bn.
Inspur Cloud, a subsidiary of Chinese cloud computing and big data firm Inspur Group, announced the completion of a Series C round of financing, as the company is mulling an IPO on the Nasdaq-style STAR Market.
Inspur Cloud did not disclose the funding size or investors of the new round, except that its valuation has exceeded CNY10bn ($1.43bn) post the transaction.
Inspur Cloud is considering an appropriate date to carry out the IPO registration, according to the statement. The proposed IPO was initially disclosed in May 2019 by the company chairman, Yuan Yisheng, who said that the firm will float shares on the STAR Market.
SCG Packaging $1bn IPO on hold due to coronavirus.
The $1bn IPO of Thailand's Siam Cement Group's packaging business has been shelved with global financial markets roiled by the coronavirus epidemic, Reuters reported.
"With travel restrictions, volatile financial markets, and the COVID-19 measures, SCG Packaging continues to monitor the IPO timeline," SCG spokeswoman.
The SCG Packaging float was to have been the second-largest capital markets deal in Thailand this year, following Central Retail's February IPO which raised $2.5bn.
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