AMERICAS
Canadian National Railway's $30bn takeover bid for Kansas City Southern received a boost when a prominent shareholder advisory firm recommended that shareholders support the deal, Bloomberg reported. Institutional Shareholder Services said Kansas City Southern shareholders should vote for the deal on August 18 despite the risk that it may be blocked by regulators.
“The offer is compelling. The issue is instead one of certainty -- namely, whether the voting trust, which will be used by the parties to consummate the deal in advance of final approval, will be accepted by the Surface Transportation Board,” ISS.
Kansas City Southern is advised by Bank of America, Morgan Stanley, Baker & Miller, Davies Ward Phillips & Vineberg, Wachtell Lipton Rosen & Katz, White & Case, WilmerHale, Joele Frank and MacKenzie Partners. Financial advisors are advised by Willkie Farr & Gallagher. Canadian National is advised by Centerview Partners, JP Morgan, RBC Capital Markets, Cravath Swaine & Moore, Norton Rose Fulbright, Sidley Austin, Stikeman Elliott, Torys, Brunswick Group and Longview Communications. Canadian Pacific Railway is advised by BMO Capital Markets, Evercore, Goldman Sachs, Bennett Jones, Blake Cassels & Graydon, Creel Garcia-Cuellar Aiza y Enriquez, David L Meyer, Sullivan & Cromwell and Edelman. Financial advisors are advised by Fried Frank Harris Shriver & Jacobson.
Clearlake Capital, a private equity firm, agreed to acquire Cornerstone OnDemand, a provider of talent management software, for $5.2bn. Vector Capital will co-invest in the transaction at closing.
"Clearlake's investment reflects their confidence in our talented people, the power of our SaaS solutions and our value proposition for our customers. With this transaction, we plan to continue to pursue new software capabilities that advance our customers' efforts to optimize workforce agility, transform skill development, deliver personalized, engaging growth experiences, and align their organizations around a shared definition of success. We're thrilled to welcome Clearlake as a partner that appreciates the impact our SaaS solutions have on the lives of people at work and our customer-centric philosophy as we accelerate our innovation," Phil Saunders, Cornerstone CEO.
Cornerstone is advised by Centerview Partners, Qatalyst Partners, Cooley and Joele Frank. Clearlake is advised by Bank of America, Barclays, Goldman Sachs, JP Morgan, Jefferies & Company, Morgan Stanley, Rothschild & Co, William Blair & Co, Sidley Austin and Lambert & Co. Debt financing is provided by Antares Capital, Ares Management, BMO Capital Markets, BNP Paribas, Bank of America, Barclays, Blue Owl, Credit Suisse, Goldman Sachs, Golub Capital, JP Morgan and Jefferies & Company.
The Canadian regulator looking into telecom company Rogers Communications' planned $21bn purchase of Shaw Communications, has obtained court orders to advance its review, the Competition Bureau said.
In March, Rogers agreed to buy Shaw in a deal that would create Canada's second-largest cellular and cable operator. The Canadian government was quick to say it would attract stiff regulatory scrutiny, including an investigation from the Competition Bureau and a parliamentary hearing.
Shaw Communications is advised by CIBC World Markets, TD Securities, Burnet Duckworth & Palmer, Davies Ward Phillips & Vineberg, Dentons and Wachtell Lipton Rosen & Katz. Rogers is advised by Bank of America, Barclays, Cravath Swaine & Moore, Goodmans and Torys. Financial advisors are advised by Latham & Watkins and McCarthy Tetrault.
EQRx, a new type of pharmaceutical company committed to developing and delivering important new medicines to patients at radically lower prices, agreed to go public via a merger with CM Life Sciences III, a life science-focused special purpose acquisition company, in a $3.6bn deal.
The transaction includes a PIPE of $1.2bn led by SoftBank Group, Casdin Capital and Corvex Management, with participation from Fidelity Management & Research Company, Franklin Templeton, Invus, Rock Springs Capital, Bain Capital, BVF Partners, Boxer Capital, Avidity Partners, Andreessen Horowitz, Mubadala Investment Company and Verily.
"EQRx is new pharma, leading the way in how we develop and price innovative medicines. We are excited to partner with a world-class group of investors who recognize the opportunity for change in our industry," Alexis Borisy, EQRx Chairman and CEO.
EQRx is advised by Goldman Sachs, JP Morgan, PJT Partners, Goodwin Procter and 1AB. CM Life Sciences III is advised by Cowen & Company, JP Morgan, Jefferies & Company and White & Case.
Cepton Technologies, an innovator in light detection and ranging for automotive Advanced Driver Assistance Systems and vehicle autonomy, agreed to go public via a merger with Growth Capital Acquisition, a publicly traded special purpose acquisition company, in a $1.5bn deal.
"As we examined the market for lidar, a technology that will affect almost every aspect of our everyday life, it became clear to us that Cepton stands well above the rest with its large ADAS series production win at a leading global Top 5 global automotive OEM. That win, along with Cepton's mature and experienced leadership team, its world-class MMT® lidar technology, and its partnerships with leading global automotive Tier 1 suppliers, puts Cepton in a pole position to substantially expand its market share and maintain their leadership in the automotive lidar space. We are very excited to be Cepton's partner in fueling the next phase of its growth," Akis Tsirigakis, Growth Capital Co-CEO.
Cepton is advised by JP Morgan and O'Melveny & Myers. Growth Capital Acquisition is advised by Craig-Hallum Capital Group, JP Morgan, Maxim Group and Ellenoff Grossman & Schole. Financial advisors are advised by Skadden Arps Slate Meagher & Flom.
Certara, a biosimulation company, agreed to acquire Pinnacle 21, a provider of software for preparing clinical trial data for regulatory submission, for $310m.
"Certara is the ideal partner for Pinnacle 21's exceptional team and customer base. Both companies empower customers to collect, validate, and analyze data to inform critical decisions in drug development and achieve regulatory success. Joining forces with Certara tightens the link between clean data and informed analysis. We are eager to integrate and expand our software platforms to continue our mission to speed up lifesaving therapies to patients," Max Kanevsky, Pinnacle 21 Founder and CEO.
Pinnacle 21 is advised by Fairmount Partners and Cozen O'Connor. Certara is advised by Jefferies & Company, Simpson Thacher & Bartlett, Finn Partners, Gilmartin Group and Kekst CNC.
Flexpoint Ford, a private equity firm, led a $120m investment round in PayFacto Payments, a provider of payment solutions and point-of-sale technologies. BMO Capital Partners also participated in the round.
"With its impressive track record and experience in the financial services sector, Flexpoint Ford is the ideal partner to help drive PayFacto's growth. We're incredibly proud of everything we've accomplished as a Canadian company; now we've reached an exciting inflection point and our new financial partners will help take us to the next level in our company's evolution. Flexpoint Ford not only has a deep knowledge of the payments sector, but they also share our values and vision for success. We're pleased that BMO, which debt financed our two POS acquisitions, will continue to be part of our growth story, now as an equity investor," Martin Leroux, PayFacto President and CEO.
PayFacto Payments was advised by RBC Capital Markets and BCF Business Law. BMO Capital was advised by Miller Thomson. Flexpoint Ford was advised by Oliver Wyman, Kirkland & Ellis, Stikeman Elliott and Prosek Partners.
Reinvent Technology Partners, a special purpose acquisition company, announced that its shareholders have approved the $6.6bn SPAC merger with Joby Aviation.
The business combination is expected to close on August 10, 2021, subject to the satisfaction or waiver of customary closing conditions. Upon the closing of the business combination, RTP will change its name to Joby Aviation and shares and warrants of Joby Aviation are expected to trade on the New York Stock Exchange under the ticker symbol “JOBY”.
“We’re honored that the shareholders of RTP have chosen to overwhelmingly support this transaction. These additional funds ensure that Joby continues to be the best funded company in this sector and, more importantly, we believe they deliver the required funding to execute on our plan. We now look forward to taking the next step on our journey toward making zero-emissions aerial ridesharing a reality and reinforcing Joby’s position as the leader in this new field," JoeBen Bevirt, Joby Founder and CEO.
Joby Aviation is advised by Allen & Company, Morgan Stanley, Latham & Watkins and ICR. Reinvent Technology Partners is advised by Skadden Arps Slate Meagher & Flom and Joele Frank.
Institutional Shareholder Services has recommended the shareholders of public equity REIT Monmouth Real Estate, to vote against the acquisition by Equity Commonwealth, a real estate investment trust.
“We are pleased ISS recognizes that the value and uncertain upside of Monmouth’s proposed transaction with EQC renders it inferior to the Starwood offer. This recommendation is an important step toward ensuring that Monmouth shareholders can receive maximum, certain value from our superior offer," Starwood Capital Group.
Monmouth Real Estate is advised by CS Capital Advisors, JP Morgan, Stroock & Stroock & Lavan and Joele Frank. Equity Commonwealth is advised by Goldman Sachs and Fried Frank Harris Shriver & Jacobson.
Seacoast, a bank holding company, completed the acquisition of Legacy Bank of Florida, an independently owned bank, for $102m.
“Our acquisition of Legacy Bank accelerates Seacoast's expansion into Palm Beach and Broward County and positions us to increase shareholder value over time by bringing our broad range of convenient digital solutions and personalized brand of customer service to new markets and clients. With a shared vision of customer service and supporting our communities, we are excited about building on this combination with Legacy Bank in the future years ahead," Charles M. Shaffer, Seacoast President and CEO.
Legacy Bank of Florida was advised by Hovde Group and Fenimore Kay Harrison & Ford. Seacoast is advised by Piper Sandler, Alston & Bird and Sachs Media.
Medtronic, a medical technology company, agreed to acquire Intersect ENT, a medical technology company, for $1.1bn.
"This acquisition directly aligns with our commitment to delivering continuous innovation that helps ENT patients. Intersect ENT's sinus implants are clinically proven to offer relief and healing to patients suffering from chronic rhinosinusitis. Combining this innovative technology with our established global presence and sales infrastructure will allow us to broaden our capabilities while expanding access to these valuable therapies," Vince Racano, Intersect ENT President.
Intersect ENT is advised by Goldman Sachs and Cooley. Medtronic is advised by Perella Weinberg Partners and Ropes & Gray.
Callon Petroleum, an independent oil and natural gas company, agreed to acquire Primexx Energy Partners, a private oil and gas operator in the Delaware Basin, for $788m.
"The Primexx transaction checks every operational and financial box on the list of compelling attributes of consolidation. The asset base adds substantial current oil production and a top-tier inventory to our Delaware portfolio, and fits squarely into our model of scaled, co-development of a multi-zone resource base. Our integrated, future development plans will benefit greatly from the combined Delaware scale and we expect to generate approximately 30% more adjusted free cash flow from the third quarter of 2021 through year-end 2023 under our conservative planning price assumptions. The infusion of over $550m of equity from the acquisition and Kimmeridge's exchange further heightens the overall benefits, immediately reducing leverage metrics and creating a visible path to net debt to adjusted EBITDA of below 2.0x next year," Joe Gatto, Callon President and CEO.
Primexx Energy Partners is advised by RBC Capital Markets and Kirkland & Ellis. Callon is advised by Citigroup and Gibson Dunn & Crutcher.
Zynga, a game developer, agreed to acquire StarLark, a mobile game developer, from Betta Games, a video games company, for $525m.
“I’m very proud of the StarLark team for making Golf Rival a worldwide hit and we are thrilled to join Zynga to further accelerate the game’s incredible growth trajectory as a forever franchise. This partnership will provide Zynga with greater accessibility to China’s deep talent pool, while also giving StarLark access to Zynga’s global resources and expertise," Henry You, StarLark Founder and General Manager.
Zynga is advised by Fangda Partners and White & Case. Betta Games is advised by Aream & Co and Orrick Herrington & Sutcliffe.
Audax Private Equity, an alternative investment manager with offices in Boston, New York, and San Francisco, completed the investment in Team Cymru, a provider of cyber threat intelligence. Financial terms were not disclosed.
"We're proud to be a premier source of ground truth for advanced security teams. We want to enable security teams at all stages of maturity to better predict attacks, interdict malicious infrastructure, and manage cyber risk more effectively," Rabbi Rob Thomas, Team Cymru Founder and CEO.
Team Cymru is advised by Robert W Baird and Foley & Lardner. Audax is advised by Ropes & Gray and Sard Verbinnen & Co.
Sole Source Capital-backed Peak Technologies, an outsourced IT and hardware provider, completed the acquisition of DBK Concepts, a provider of end-to-end AIDC software solutions. Financial terms were not disclosed.
"We are pleased to welcome DBK to the Peak Technologies' family of companies. DBK's aftermarket service expertise will broaden Peak's capabilities and allow us to be a full-service provider to our customers," Juliann Larimer, Peak Technologies Chairperson.
DBK was advised by Ernst & Young and Berger Singerman. Sole Source Capital was advised by White & Case and Mendel Communications.
Blackstone, a private equity firm, agreed to invest in Hello Sunshine, a media company. Financial terms were not disclosed.
"Hello Sunshine is a perfect fit for our vision of a new, next generation entertainment, technology, and commerce company. We seek to empower creators with innovation, capital, and scale to inspire, entertain, and delight global audiences with engaging content, experiences, and products," Tom Staggs and Kevin Mayer, Blackstone Executives.
Hello Sunshine is advised by Goldman Sachs, Kirkland & Ellis and Lede Company. Blackstone is advised by Gibson Dunn & Crutcher.
Goldfinch Partners, a private equity firm investing in businesses at the forefront of digital transformation, and The Baupost Group, a $31bn Boston-based investment firm, agreed to acquire the business solutions unit of Western Union, a provider of cross-border, cross-currency money movement and payments, for $910m.
"With this divestiture, Western Union will be fully focused on maximizing the strength of our global cross-border payments platform and financial network," Hikmet Ersek, Western Union President and CEO.
Goldfinch Partners and The Baupost Group are advised by Skadden Arps Slate Meagher & Flom. Western Union is advised by Lazard and Freshfields Bruckhaus Deringer.
Tiger Global led a $400m Series E round in Dataiku, an artificial intelligence and machine learning company, with participation from ICONIQ, CapitalG, FirstMark Capital, Battery Ventures, Snowflake Ventures, Dawn Capital, Insight Partners, Eurazeo and Lightrock.
"Organizations that use Dataiku elevate their people – whether technical and working in code, or on the business side and low- or no-code – to extraordinary, arming them with the ability to make better day-to-day decisions with data. This latest round of funding is a proof point that everyday AI is the future, and we're excited to help many more companies realize its benefits," Florian Douetteau, Dataiku CEO.
Dataiku was advised by Orrick Herrington & Sutcliffe and Strange Brew Communications.
Zynga, an American social game developer running social video game services, completed the acquisition of Chartboost, a mobile game in-app programmatic advertising and monetization platform, for $250m.
“By combining Zynga’s high-quality games portfolio and first-party data with Chartboost’s proven advertising and monetization platform, we will create a new level of audience scale and meaningfully enhance our competitive advantage in the mobile ecosystem,” Frank Gibeau, Zynga CEO.
Zynga was advised by UBS and Orrick Herrington & Sutcliffe.
Tiger Global, an American investment firm, agreed to invest $200m in GoGuardian, an educational technology company.
"Since the early days of GoGuardian, we knew there was an incredible potential to help shape how technology integrates into the educational experience and supports the invaluable work of teachers, schools, and districts. The success we've had to date fuels us to pursue our mission with more energy and ambition than ever before, and Tiger Global's investment significantly expands our future impact in creating empowered and inspired learners. We are grateful for their partnership and excited for the work ahead," Advait Shinde, GoGuardian CEO.
GoGuardian is advised by JP Morgan and Gibson Dunn & Crutcher.
Deere & Company, a provider of advanced products, technology and services for customers whose work is revolutionizing agriculture and construction, agreed to acquire Bear Flag Robotics, a Silicon Valley-based startup that develops autonomous driving technology compatible with existing machines, for $250m.
"One of the biggest challenges farmers face today is the availability of skilled labor to execute time-sensitive operations that impact farming outcomes. Autonomy offers a safe and productive alternative to address that challenge head on. Bear Flag's mission to increase global food production and reduce the cost of growing food through machine automation is aligned with Deere's and we're excited to join the Deere team to bring autonomy to more farms," Igino Cafiero, Bear Flag Robotics Co-Founder and CEO.
Deere & Company is advised by Citigroup.
A.P. Moller - Maersk, a Danish integrated shipping company, agreed to acquire Visible SCM, a US-based B2C/e-commerce logistics and parcel delivery company. Financial terms were not disclosed.
"Integrating our company with Maersk aligns with our values and strategic goal to scale our services to reach more customers with our business model. Together we can be a trusted partner across all customers' supply chains and bring our B2C expertise to Maersk customers with direct-to-consumer Fulfillment, parcel delivery and supply chain visibility in an end-to-end offering," Jared Starling, Visible SCM CEO.
Visible SCM is advised by Jefferies & Company.
NexPhase Capital-backed KnowFully Learning Group, a provider of continuing professional education, exam preparation courses and digital learning solutions, agreed to acquire ChiroCredit, a provider of continuing education for chiropractors, podiatric and naturopathic physicians, physical therapists and other healthcare professionals. Financial terms were not disclosed.
"ChiroCredit is thrilled to join the KnowFully Learning Group family. We are excited to bring our 20 years of experience working with a diverse range of healthcare professionals – from chiropractors and acupuncturists to athletic trainers and more – to PharmCon and are looking forward to leveraging PharmCon's innovative technology to deliver expanded opportunities and enhanced value for our customers," Paul Powers, ChiroCredit CEO.
NexPhase Capital is advised by Joele Frank.
Aptean, a global provider of mission-critical enterprise software solutions, agreed to acquire Exenta, a creator of enterprise resource planning, product lifecycle management, Innovation Lifecycle Management and Shop Floor Control solutions to support the fast fashion, apparel and soft goods industries. Financial terms were not disclosed.
"Today's transaction extends our ERP leadership through the addition of Exenta's leading solutions and further enhances Aptean's growth prospects in the fashion industry. With Exenta, we can provide brands and apparel manufacturers more tools and capabilities to grow their businesses, while increasing productivity and profitability. On behalf of everyone at Aptean, we welcome the talented Exenta team into the Aptean family and look forward to working closely with them to drive further innovation," TVN Reddy, Aptean CEO.
Aptean is advised by Joele Frank.
Georgian, a multi-billion dollar fintech company, led a $125m Series E round in Bluecore, the retail technology company transforming casual shoppers into lifetime customers for the world's fastest-growing retail brands, with participation from FirstMark, Norwest and Silver Lake.
"Bluecore has been building towards this current moment in commerce since Georgian first invested in 2015. It's incredible to see the firm's vision realized as online shopping has moved from an increasingly popular trend to the default mode of commerce for many people. We're excited to be able to extend our investment and be part of Bluecore's ongoing and enduring success," Tyson Baber, Georgian Lead Investor.
SoftBank Vision Fund 2 led a $100m Series E round in Mindtickle, a software firm. Additional investors included Norwest Venture Partners, Canaan, NewView Capital, and Qualcomm Ventures.
“Revenue leaders understand that sales readiness is a mission-critical component of their strategy to consistently meet or exceed their goals. They are taking more square ownership of these programs, and partnering with their sales enablement, revenue operations, and training teams to create a continuous state of excellence across their organizations," Krishna Depura, Mindtickle Co-Founder and CEO.
Levi Strauss, an apparel company, agreed to acquire Beyond Yoga, a fast-growing, premium athletic and lifestyle apparel brand. Financial terms were not disclosed.
"This acquisition establishes LS&Co.’s presence in the fast-growing activewear segment with a brand with tremendous growth potential. The foundation the Beyond Yoga team has built, combined with LS&Co.’s resources, global reach and scale, make me confident that Beyond Yoga will become a powerful growth engine for LS&Co. and help drive our strategic priorities. Beyond Yoga’s values-led approach to business, centered on inclusivity and authenticity, makes it a natural fit to our company portfolio. We look forward to welcoming the Beyond Yoga team to LS&Co," Chip Bergh, Levi Strauss President and CEO.
ThreeBridge Solutions, a provider of business and IT consulting solutions, agreed to merge with Keyot, a boutique consulting firm specializing in project delivery, workforce transformation and management consulting. Financial terms were not disclosed.
“We are thrilled to be joining forces with Keyot. Our leaders have collaborated for over a decade, and our two organizations share foundational similarities in our convergent business models, client- and consultant-first mentalities, and maybe most importantly, our company cultures and core values. As the lines between business and IT continue to blur, this merger makes us uniquely positioned to bring our clients more innovative solutions and address their most pressing challenges and initiatives,” Jim Kelly, ThreeBridge Founder and CEO.
Footprint in merger talks with Gores SPAC. (FS)
Footprint, a company focused on eliminating plastics through the development and manufacturing of next-generation molded fiber packaging, is in talks to go public through a merger with Gores Holdings VII, a blank check-firm.
A transaction is set to value the combined entity at as much as $3bn, Bloomberg reported. Terms aren't finalized and it's possible talks fall apart.
Exact Sciences considers a merger with Invitae.
Exact Sciences, a molecular diagnostics company specialising in the detection of early stage cancers, approached Invitae, a provider of genetic testing for a range of diseases, with a potential merger offer.
Should a deal be reached it would likely be a low-premium, all-stock merger. There is no guarantee that an agreement will be announced.
Leafly in talks to go public via blank-check merger.
Reuters reported that Leafly, a website focused on cannabis use and education, is in talks to merge with blank-check company Merida Merger I in a deal that would value the combined company at more than $530m. The blank-check firm is owned by Merida Capital Holdings, one of the biggest backers of Leafly, whose site visits have seen a meteoric rise thanks to easing regulations in the United States and rising weed use.
Following the merger, Merida will take at least one seat on the combined company's board, while Leafly's team will continue to be led by Chief Executive Yoko Miyashita. A deal could be announced as soon as this week.
Tidjane Thiam's SPAC in talks with Credijusto.
Tidjane Thiam's blank-cheque company is in exclusive talks with Mexican fintech group Credijusto and Latin American corporate data provider CIAL Dun & Bradstreet with the aim of merging and listing the companies in New York later this year, FT reported.
The former Credit Suisse chief executive has targeted Credijusto, a six-year-old banking start-up, because of its fast growth among underserved small businesses in Latin America. The rationale is to integrate the lending capacity of Credijusto with data and analysis of CIAL to provide more loans to small and medium-sized enterprises.
AE Industrial Partners and The Boeing Company form strategic partnership. (FS)
AE Industrial Partners, a private equity firm specializing in aerospace, defense & government services, space, power generation, and specialty industrial markets, announced a partnership with The Boeing Company to manage and invest in HorizonX Ventures, Boeing's venture capital fund.
This partnership augments AEI's capabilities by focusing on early-stage minority equity investments in transformative technologies and businesses that will define the future of AEI's target markets through the development of new capabilities and an expansion of sustainable aviation.
Lojas Americanas in deal talks with Marisa.
Reuters reported that shares in Marisa Lojas, a department store company, rose as much as 14% after larger rival Lojas Americanas confirmed "preliminary contact" with Marisa for a potential deal.
Marisa confirmed in a filing that it has hired investment bank Lazard to consider a change in its capital structure and initial contacts with Americanas. But the company added it does not have concrete proposals to sign a deal.
Compre and SiriusPoint announce a strategic deal.
Compre, the international specialist legacy group, and SiriusPoint, an insurance company, reached an agreement for Compre to acquire a $417m portfolio of legacy liabilities, subject to regulatory approval.
The transaction, structured as a loss portfolio transfer, will be underwritten by Compre's class 3A Bermudian reinsurer, Pallas Reinsurance Company and the portfolio comprises asbestos, environmental and workers' compensation liabilities.
"I am delighted to announce this strategic milestone for Compre and Pallas Re. This transaction will grow our balance sheet significantly and will accelerate our growth strategy in North America. This is a significant step in our ambitious growth plans and further demonstrates our capabilities in executing large transactions. We value our client relationship with SiriusPoint and have greatly enjoyed working with them on this transaction," Will Bridger, Compre CEO.
Viveo valued at $1.1bn in IPO.
Reuters reported that Brazilian drug and medical products distributor Viveo has priced its initial public offering at the bottom of the suggested price range.
The IPO valued Viveo at $1.1bn. Shares will begin trading in Brazil's B3 SA Bolsa Brasil Balcao under the ticker VVEO3.
TypTap confidentially files for US IPO. (FS)
TypTap Insurance Group, an innovative insurance group leveraging technology to offer national homeowner's coverage, confidentially submitted plans to regulators for a US initial public offering
KKR dislocation fund puts 78% of capital in private assets. (FS)
Bloomberg reported that a KKR fund created to take advantage of credit-market dislocations during the pandemic is devoting most of its capital to private assets in order to find high returns amid record-low yields.
The $2.8bn Dislocation Opportunities Fund, initially a vehicle for buying up the wave of beaten-down corporate bonds and leveraged loans, is currently 78% private market investments like loans and other types of debt, preferred equity and structured equity.
NewSpring raises $364m for its fourth mezzanine fund. (FS)
NewSpring, a family of private equity strategies, held the final close of its fourth mezzanine fund, NewSpring Mezzanine Capital IV. In total, the fund raised $364m, making it the largest mezzanine fund the firm has raised to date.
NewSpring Mezzanine provides a wide range of flexible mezzanine debt and equity solutions, combined with deep operational expertise for growing lower-middle market companies in resilient, expanding industries.
EMEA
The Carlyle Group raised its offer for Vectura Group to about $1.33bn as the takeover battle for the UK drugmaker heats up, Bloomberg reported. The private equity firm bid $2.1 in cash for each Vectura share, according to a statement from Carlyle. That’s up from the previous offer of $1.9 and a $0.26 cash dividend for each Vectura share, and also tops a rival one from Philip Morris International of $2 a share.
Vectura said Carlyle’s new offer is superior to Philip Morris’s on price and timing and is “well aligned with Vectura’s wider stakeholder objectives.” The company withdrew its recommendation of the Philip Morris offer.
Vectura is advised by JP Morgan, Numis Securities, Rothschild & Co, Clifford Chance, Consilium Strategic Communications and FTI Consulting. Philip Morris is advised by Bank of America, DLA Piper, Foxcroft Consulting and Sanctuary Counsel. Carlyle Group is advised by Morgan Stanley, RBC Capital Markets, Latham & Watkins, Linklaters, Ropes & Gray and Greenbrook.
Vonovia’s sweetened bid for rival Deutsche Wohnen will be final, and there will not be another offer if the takeover attempt fails again, the head of the German real estate group said.
Vonovia last month narrowly failed to pass the 50% threshold with a bid worth $61 per Deutsche Wohnen share. It has said it plans to submit the new offer at $63 a share, valuing the company at $22.58bn, while outlining the framework of the deal, Reuters reported.
Deutsche Wohnen is advised by Deutsche Bank, Goldman Sachs, JP Morgan, Perella Weinberg Partners, UBS, Hengeler Mueller and Sullivan & Cromwell. Financial advisors to Deutsche Wohnen are advised by Gleiss Lutz and Skadden Arps Slate Meagher & Flom. Vonovia is advised by Freshfields Bruckhaus Deringer. Debt financing is provided by Bank of America, Morgan Stanley and Societe Generale. Debt providers are advised by Hengeler Mueller.
British supermarket Morrisons has agreed on an improved takeover offer worth $9.3bn from the consortium led by Fortress Investment Group, but wants a rival private equity suitor to be given more time to make a counter bid, Reuters reported.
Morrisons said its board had unanimously recommended SoftBank-owned Fortress’ raised offer, comprising $3.7 per Morrisons share plus a $0.02 a share special dividend.
However, it later said US private equity group Clayton, Dubilier & Rice had asked for more time to consider a counter offer.
WM Morrison is led by Jefferies & Company, Rothschild & Co, Shore Capital & Corporate, Ashurst and Citigate Dewe Rogerson. Clayton Dubilier & Rice is advised by BNP Paribas, Goldman Sachs, JP Morgan and Teneo. Koch is advised by Jones Day. Fortress is advised by HSBC, RBC Capital Markets, Slaughter & May and TB Cardew.
Apollo Global Management, a high-growth, global alternative asset manager, agreed to acquire the real estate assets of ENPAM, an Italian pension fund, for €842m ($1bn).
"We are pleased to reach this agreement with Apollo to help deliver on our primary objective of providing retirement income to ENPAM pensioners. As we prepare to reach the peak of retirement for our members, this divestment allows us to realize important savings and to allocate the proceeds towards diversified, mission-related investments that will offer adequate reserves and returns to meet our commitments. We look to the future with even greater peace of mind," Alberto Oliveti, ENPAM Chairman.
Apollo is advised by Conio, JLL Corporate Finance, Realty Partners, Lazard, Belvedere Inzaghi, Belvedere Inzaghi, Vinson & Elkins and Joele Frank. ENPAM is advised by Deloitte, Duff & Phelps, Angelo Piazza, Luca Leone, Paola Conio and Stefano Petrecca.
The UK Competition and Markets Authority said that the planned joint venture between Norwegian oil-services investment company Akastor and US oilfield-services group Baker Hughes doesn't qualify for investigation.
The UK CMA had been considering whether the deal could result in a substantial lessening of competition within any markets in the UK for goods or services.
Akastor is advised by Ernst & Young, Goldman Sachs, BAHR and Sidley Austin. Baker Hughes is advised by Ernst & Young, Morgan Stanley, Paul Weiss Rifkind Wharton & Garrison and Thommessen.
Mayr-Melnhof Karton, a paper and packaging manufacturer, completed the acquisition of Kwidzyn pulp and paper mill from International Paper, an American pulp and paper company, for $812m.
"The takeover enables MMK to drive innovations for more sustainable packaging solutions in the growing market for virgin fiber cardboard and also creates attractive new perspectives through the integration of pulp and paper at a European location with cost advantages. We have great confidence in the highly qualified team at Kwidzyn to shape a promising future together," Peter Oswald, Mayr-Melnhof CEO.
Mayr-Melnhof Karton was advised by KPMG, Evercore, Freshfields Bruckhaus Deringer, Reidlinger and Wardynski & Partners. International Paper was advised by Bank of America, Skadden Arps Slate Meagher & Flom and Soltysinski Kawecki & Szlezak.
Astorg Partners, a private equity firm, agreed to acquire Demetra Holding, a biomaterials company, from Keensight Capital, a private equity firm. Financial terms were not disclosed.
“Demetra is another illustration of a Keensight-backed success story in Healthcare, transforming a small European company into a global leader. Our track-record with Demetra reflects our investment strategy in fast-growing and profitable companies, as well as our capacity to create value through international expansion. We would like to thank Denis Faccioli and Massimo Grazioli for this amazing journey together. We wish them all the best as they continue their great story," Pierre Rémy, Keensight Capital Managing Partner.
Demetra Holding is advised by Rothschild & Co and Gattai Minoli Agostinelli & Partners. Astorg Partners is advised by Ernst & Young, BonelliErede and Publicis Consultants.
Advanced Instruments, a manufacturer of analytical instruments and services for bioprocessing, agreed to acquire Solentim, a provider of solutions for the isolation and characterization of high-value single-cell clones in cell line development applications. Financial terms were not disclosed.
"The addition of Solentim aligns with our core strategy to invest in leading technologies that deliver significant customer value across different segments in monoclonal antibody and cell and gene therapies," Byron Selman, Advanced Instruments President and CEO.
Solentim is advised by EC M&A and Ernst & Young. Advanced Instruments is advised by Rothschild & Co and Simpson Thacher & Bartlett.
The Investment Management Corporation of Ontario, a pension fund, agreed to acquire Green Frog Power, a renewable energy provider. Financial terms were not disclosed.
"IMCO is actively seeking new and innovative ways to participate in the global transition towards a low-carbon future while accessing compelling returns for our clients. This acquisition is an excellent example of this strategy in action and is tightly aligned with our ESG and sustainable investing objectives," Bert Clark, IMCO President and CEO.
IMCO is advised by Citigroup and Seven Dials City.
FMC Beteiligungs, a private equity firm, agreed to acquire the infrastructure business of Thyssenkrupp, a diversified industrial company. Financial terms were not disclosed.
"With the successful sale of the Infrastructure business we are taking the next step in sharpening the portfolio of Multi Tracks and making a further contribution to the transformation of Thyssenkrupp," Volkmar Dinstuhl, Thyssenkrupp Multi Tracks CEO.
Thyssenkrupp is advised by JP Morgan.
Eni, an Italian multinational oil and gas company, agreed to acquire Be Power, an electric vehicle charging services provider. Financial terms were not disclosed.
"With the acquisition of Be Power, Eni takes a leadership position in a market at the heart of the European Union's energy transition strategy. The infrastructure and electric vehicle recharging services business further strengthens Eni gas e luce’s portfolio, which serves 10m customers in 6 European countries. The company has a total renewable capacity of 9 GW, which includes installed capacity, capacity under construction and capacity to be developed in identified areas. We therefore continue on our path that will lead us to be a leader in the production and sale of fully decarbonised products," Claudio Descalzi, Eni CEO.
Real Madrid and Barcelona united in criticizing La Liga's agreement to sell 10% of its business to private equity firm CVC Capital Partners for $3.2bn. The deal, the first of its type by a major European league, values La Liga at $28.4bn.
"This agreement was reached without the involvement or knowledge of Real Madrid and today, for the first time, La Liga has given us limited access to the terms of the agreement," Real Madrid.
Allianz to buy back up to $888m of its shares.
Reuters reported that German insurer Allianz plans to buy back up to $888m worth of shares by the end of the year, after last year cancelling a buyback halfway through due to the coronavirus pandemic. When European economies went into lockdown last year, Europe's insurance watchdog recommended that insurers temporarily suspend dividends, bonuses and share buybacks until the financial and economic impact of Covid-19 became clearer.
Allianz Chief Executive Oliver Baete said in February that buybacks would be difficult for at least the first half of the year and while European economies were still in lockdown but that they could become possible when economies re-opened.
TotalEnergies considers taking a stake in giant North Sea wind farm.
TotalEnergies, a French multinational integrated oil and gas company, is weighing taking a stake in what will be the world's largest offshore wind farm, as the French oil major continues to flex its green credentials, Bloomberg reported.
Paris-listed TotalEnergies could buy a roughly 20% stake in the third phase of the Dogger Bank wind project in the North Sea, which is being developed by UK-listed SSE and Norway's Equinor.
ArchiMed closes MED III at €650m hard cap. (FS)
Private equity healthcare specialist ArchiMed announced the one-and-done final close of its small cap-focused MED III fund on its upper limit of €650m ($770m) after less than two months of fundraising. The fund is twice the size of its predecessor, the fully invested MED II fund, which closed on €315m ($373m) in 2017. MED III targeted €500m ($592m) and received hard commitments in excess of €1.3bn ($1.5bn).
"Investors pushed us towards a significantly higher hard cap. But we wanted to stay true to the fund's focus on smaller firms, so we capped this where it makes sense for the strategy. Investment discipline is key to our success and we've sized MED III to provide a seamless transition from MED II, based on a very strong deal pipeline," Denis Ribon, ArchiMed Founder and Managing Partner.
APAC
India’s apex court ruled in favor of Amazon to stall the sale of its partner Future Group to Reliance Industries in a major victory for the American e-commerce giant in the key overseas market.
Amazon and Future have been locked in legal battles over the Future Group deal, with the US firm accusing the Indian group of violating pre-existing contracts when it sold its assets to Reliance. Future has denied any wrongdoing.
A two-judge bench of the Supreme Court said that an interim decision by a Singapore arbitrator in October - that put the deal on hold after finding merit in Amazon’s objections - was valid and enforceable in India, Reuters reported.
Reliance Retail is advised by Deloitte, Ernst & Young, Citigroup, Ernst & Young and PricewaterhouseCoopers. Reliance Industries is advised by Cyril Amarchand Mangaldas, Khaitan & Co and Shardul Amarchand Mangaldas & Co.
JBS, a Brazilian company that is the largest meat processing company in the world, agreed to acquire Huon Aquaculture, a large aquaculture and food processing enterprise located in Tasmania, for $404m.
"Having fully considered a range of alternatives as part of a comprehensive strategic review process, the Board believes this transaction provides Huon shareholders with an opportunity to realise significant value for their shares. The Scheme provides certainty for Huon shareholders and a compelling premium in cash to recent trading prices for Huon shares," Neil Kearney, Huon Chairman.
Huon Aquaculture is advised by Grant Samuel and Ashurst. JBS is advised by Rothschild & Co.
OMERS Infrastructure, which manages investments globally in infrastructure on behalf of OMERS, the defined benefit pension plan for municipal employees in the Province of Ontario, Canada, agreed to acquire a 19.4% stake in Azure Power Global, an independent renewable energy developer in India, for $219m.
"This transaction supports OMERS' goal to prudently diversify its investments in quality assets in India. Azure Power has been leading energy transformation in India and we are pleased to be associated with the organisation. We look forward to working with the management to capitalise on growth opportunities," Prateek Maheshwari, OMERS Infrastructure Managing Director.
SK Group, a South Korean conglomerate, led a $100m funding round in BigPay, an AirAsia digital portfolio company.
“I am excited for this great partnership with SK Group and for their belief in BigPay’s mission to bring inclusivity to financial services. This is the first investment into one of our portfolio digital companies and a testament to our digital growth story - we don’t anticipate it being the last. SK Group is second to none when it comes to innovation and experience, so we truly believe they can share their expertise and know-how so that this investment can mark the beginning of a new exciting digital banking era," Tony Fernandes, AirAsia CEO.
China Telecom seeks $7.3bn in its upcoming IPO.
Bloomberg reported that China Telecom, one of the three mainland telecom carriers booted off the New York stock exchange, is planning to raise $7.3bn from a listing in Shanghai that is set to be the world's biggest so far this year.
The fundraising by China's largest fixed-line operator is the biggest stock sale this year globally, exceeding the $6.3bn initial public offering in Hong Kong by TikTok-rival Kuaishou Technology in February.
CBC Group-led consortium hopes to acquire Bain's Hugel stake. (FS)
A consortium led by private equity firm CBC Group is in advanced talks to acquire Bain Capital's controlling stake in Seoul-listed cosmetic pharmaceutical company Hugel, Bloomberg reported.
The investor group could include a South Korean investor. A Middle Eastern fund is also considering chipping in.
Li Auto looking to raise $1.52bn in Hong Kong listing.
Li Auto, a Chinese electric vehicle maker, is looking to raise $1.52bn in Hong Kong listing. The deal follows that of rival Xpeng, which raised $1.8bn in its dual primary listing in late June.
The offer, which was flagged to investors, is at a 3.2% discount to the $31.35 closing price of the company's American Depository Receipts in the United States, Reuters reported.
Warburg Pincus-backed Geek+ set for a $500m IPO. (FS)
Warburg Pincus-backed Geek+, a Chinese logistics technology company, is considering an initial public offering that could raise about $500m.
The Beijing-based specialist in robotics and artificial intelligence is working with an adviser on its share sale plans, which could happen as soon as this year. While the firm prefers a listing in the US, the recent volatility in US-listed Chinese stocks may affect the choice of venue, hence it is also considering Shanghai's Nasdaq-style STAR board.
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