AMERICAS
CompoSecure, a provider of premium financial payment cards and emergent provider of cryptocurrency storage and security solutions, agreed to go public via a merger with Roman DBDR Tech Acquisition, a SPAC, in a $1.2bn deal. Investment companies BlackRock and Highbridge Capital Management led the $175m PIPE.
"CompoSecure is a world-class platform for next generation payment technology, security, and cryptocurrency solutions. Its distinct value proposition has resulted in widespread adoption by major banks, financial institutions and emerging FinTechs to support their acquisition of payment card customers. We believe this is a platform company that can launch successfully into the digital asset and blockchain markets with a proven product," Dixon Doll, Jr, Roman DBDR Co-CEO.
CompoSecure is advised by Financial Technology Partners, Morgan Lewis & Bockius and ICR. Roman DBDR is advised by B. Riley FBR, JP Morgan, Barclays, The Klein Group and Goodwin Procter. Financial advisors are advised by Simpson Thacher & Bartlett.
Webster Financial, the holding company for Webster Bank, National Association and its HSA Bank division, is set to merge with Sterling Bancorp, whose principal subsidiary is Sterling National Bank, in a $5.9bn deal. Under the terms of the agreement, Sterling will merge into Webster, and Sterling's shareholders will receive a fixed exchange ratio of 0.463 of a Webster share for each share of Sterling stock they own.
"We are bringing together two high-performing organizations with strong cultural and business model alignment to create a powerhouse Northeast bank. This combination provides exceptional financial benefits and enables us to more aggressively invest in key businesses and activities to enhance value for our customers, our communities, our shareholders and our bankers," John R. Ciulla, Webster Chairman, President and CEO.
Sterling Bancorp is advised by Citigroup, Keefe Bruyette & Woods and Squire Patton Boggs. Webster is advised by JP Morgan, Piper Sandler, Wachtell Lipton Rosen & Katz and Joele Frank. JP Morgan is advised by Sullivan & Cromwell.
Herman Miller, an American company that produces office furniture, equipment, and home furnishings, agreed to acquire Knoll, an American design firm that produces office systems, seating, files and storage, tables and desks, textiles, and accessories, from Investindustrial, a European investment group, for $1.8bn.
"This combination validates the strategic direction and our success in building a preeminent constellation of design-driven brands and leaders, and is a testament to the achievements of the entire Knoll team in bringing a contemporary perspective to how we work and live," Andrew Cogan, Knoll Chairman and CEO.
Knoll is advised by Bank of America and Sullivan & Cromwell. Herman Miller is advised by Goldman Sachs, Wachtell Lipton Rosen & Katz and Joele Frank. Investindustrial is advised by Kirkland & Ellis
Tribune Publishing, the publisher of the New York Daily News, announced that the bid made by Stewart Bainum is unlikely to be superior to the $630m deal agreed with private equity firm Alden Global Capital, after Hansjörg Wyss reportedly dropped out of the bidding group.
"We believe that, as a private company, Tribune would be able to unlock significant strategic and financial value, thereby allowing us to make an offer to acquire all of the common stock of Tribune not already owned by Alden," Alden Global Capital.
Tribune Publishing is advised by Lazard, Davis Polk & Wardwell and Joele Frank. Alden Global Capital is advised by Moelis & Co and Akin Gump Strauss Hauer & Feld.
Madison Industries, a provider of metal products and structures, agreed to acquire Nortek Air Management, a HVAC solutions provider, from Melrose Industries, a British manufacturing company that specialises in buying and improving underperforming businesses, for $3.6bn.
"The disposal demonstrates the strength of the Melrose strategy. We bought Nortek, an underperforming group, which we felt had outstanding potential in 2016 for $2.8bn. We have seen approximately $1bn of cash inflows from the Nortek group during our ownership, effectively giving us an in-price of $1.8bn. The businesses being sold today for $3.6bn represent 73%, by revenue, of the Nortek group and the returns are excellent. Our Ergotron and Nortek Control businesses which also form part of the Nortek group remain under our ownership and will be realised at an appropriate time," Justin Dowley, Melrose Chairman.
Melrose Industries is advised by Investec, Citigroup, Robert W Baird, Simpson Thacher & Bartlett and Montfort Communications.
Private equity firm HPS Investment Partners agreed to acquire Marlin Business Services, a nationwide provider of capital solutions to small businesses, for $282m.
"We are pleased to have reached an agreement with HPS for the sale of Marlin, which will deliver significant value to our shareholders. After successfully executing the transformation of Marlin into a broad provider of credit products and services to small businesses over the last five years, and effectively navigating through the uncertainties of the pandemic, we believe that this transaction reflects Marlin’s intrinsic value and is the best opportunity to maximize shareholder value. We look forward to partnering with HPS to continue serving our partners and small business customers by providing fast and flexible financing solutions to meet their needs," Jeffrey A. Hilzinger, Marlin President and CEO.
Marlin is advised by JP Morgan, Mayer Brown and Addo Investor Relations. HPS Investment Partners is advised by Skadden Arps Slate Meagher & Flom.
Abry Partners, a Boston-based private equity firm, agreed to acquire High Street Insurance Partners, a full-service insurance brokerage, from private equity firm Huron Capital. Financial terms were not disclosed.
"HSIP's close-knit community market strategy, successful M&A track record and purpose built platform all led by a proven and experienced management team makes High Street a uniquely positioned player in the insurance distribution landscape. This investment is consistent with our demonstrated strategy within the insurance distribution space and we look forward to helping the team accelerate their vision of building a best-in-class and differentiated company in the sector," Nathan Ott, Abry Partner.
High Street Insurance Partners and Huron Capital are advised by Honigman Miller Schwartz & Cohn. Abry Partners is advised by Sica Fletcher, Kirkland & Ellis and Chris Tofalli.
Entrust, a provider of trusted identity, payments and data protection, completed the acquisition of WorldReach, a Canadian company that helps governments and travel service providers create seamless traveler experiences through the digital transformation of the trusted identification process for immigration and border management programs. Financial terms were not disclosed.
"The ability to verify identity and manage trusted access digitally is the key to transforming travel and citizen services around world. WorldReach is a great fit for Entrust, with deep experience in identity verification and digital onboarding solutions implemented at scale for governments and global travel providers. With the WorldReach acquisition, Entrust can help these organizations reshape government and travel service experiences around secure digital identities," Todd Wilkinson, Entrust CEO.
WorldReach was advised by Sampford Advisors and LaBarge Weinstein. Entrust is advised by Dentons.
Thoma Bravo completed the acquisition of Calabrio, a provider of products and services to help companies streamline customer service, support and workforce management through cloud-first software systems, from KKR. Financial terms were not disclosed.
"Calabrio has successfully established itself at the forefront of the workforce engagement management industry by transitioning to the cloud, capitalizing on the wave of digital transformation and expanding its customer relationships," Seth Boro, Thoma Bravo Managing Partner.
Calabrio was advised by Perella Weinberg Partners. Thoma Bravo was advised by Kirkland & Ellis. Debt financing was provided by Golub Capital.
Highwoods, a real estate investment trust company, agreed to acquire a portfolio of office assets from Preferred Apartment Communities, a differentiated REIT, for $769m.
"The portfolio of properties from PAC fits perfectly with our existing BBD strategy and footprint. This high-quality portfolio gives us entry into two new BBDs that have long been on our wish list, nearly doubles our presence in Charlotte to 1.6m square feet and further strengthens our market share in Raleigh. Further, there is long-term upside from potential synergies with our existing portfolio and an attractive redevelopment parcel in Atlanta," Ted Klinck, Highwoods President and CEO.
Highwoods is advised by JP Morgan and Allman Spry Davis Leggett & Crumpler. Debt financing is provided by JP Morgan.
Walmart and several other institutional investors joined the funding round in Cruise, an autonomous vehicle company, and increased total capital raised to $2.75bn from $2bn. With its investment, Walmart brought $750m, bringing the valuation of Cruise to over $30bn.
"Self-driving cars will make transportation safer, cleaner and more accessible for everyone. Making this happen requires a clear mission, world-class talent, great partners and a lot of capital," Dan Ammann, Cruise CEO.
Cruise was advised by Latham & Watkins. GM was advised by Kirkland & Ellis.
NextEra Energy, a Florida-based renewable energy company, agreed to acquire a portfolio of four operating wind assets located in California and New Hampshire from Brookfield Renewable, a global owner and operator of renewable power assets, for $733m.
"This transaction demonstrates NextEra Energy Partners' continued ability to execute its long-term growth plan. This acquisition of approximately 400 megawatts of long-term contracted wind projects with high-credit-quality customers further enhances the diversity of the partnership's existing portfolio," Jim Robo, Chairman and CEO.
NextEra Energy is advised by Citigroup and Pillsbury Winthrop Shaw Pittman.
Smith Micro Software, a developer and marketer of both enterprise and consumer-level software and services, completed the acquisition of the family safety mobile business from Avast, a multinational cybersecurity software company, for $66m.
"As the largest acquisition in company history, gaining the Avast Family Safety Mobile business clearly positions Smith Micro as a leading global provider of family safety software solutions to wireless carriers," William W. Smith, Smith Micro Software President and CEO.
Avast was advised by White & Case. Smith Micro was advised by Mindful Kreative.
Nuvei, the global payment technology partner, agreed to acquire Mazooma, a US-focused gaming and sports wagering payment technology provider, for $315m.
"Mazooma will enhance and expand Nuvei's portfolio of alternative payment methods with a leading ACH platform with both pay-in and pay-out functionality, developed and used exclusively for online gaming in the US," Philip Fayer, Nuvei Chair and CEO.
Kantar nears $1.5bn buyout of Vista-backed Numerator. (FS)
Kantar, a British market research firm, is in final talks to buy US rival Numerator from Vista Equity Partners in a deal worth about $1.5bn,
Reuters reported. The deal, expected to be announced imminently, will see Kantar taking complete control of the US firm, which specializes in providing market intelligence and has been backed by buyout fund Vista since 2017.
Kantar, a former unit of media giant WPP, will use the deal to boost its global presence - particularly in the US consumer panel section of the market - and better compete with rivals, including Nielsen and Information Resources, which share consumer panels as part of a joint venture deal in 2009.
UiPath raises IPO price range, seeking $28bn valuation.
UiPath, an automation tech startup, boosted the price range for its IPO in New York, and is now targeting a valuation of nearly $28bn, setting the stage for yet another high-profile tech listing this year,
Reuters reported.
UiPath's planned debut comes amid a flurry of major tech listings from the Silicon Valley, as a number of startups are looking to capitalize on the sky-high investor demand for new, high-growth tech stocks.
UiPath said it would now aim to raise around $1.3bn, selling 24m shares along with a group of stockholders, priced between $52 and $54 each. The company had earlier planned to raise about $1.06bn.
Morgan Stanley and JP Morgan are the lead underwriters for the IPO.
EMEA
Digital Secretary Oliver Dowden issued a public interest intervention notice confirming that he is intervening in the proposed $40bn acquisition of Arm, a British semiconductor and software design company, by NVIDIA, an American multinational technology company.
The CMA will now prepare a report with advice on jurisdictional and competition issues. The report will also include a summary of any representations it receives on potential national security issues arising from a consultation it will launch to gather third-party views. Alongside the CMA’s process, the government will examine the national security public interests.
Arm is advised by Hogan Lovells. NVIDIA is advised by Morgan Stanley, AZB & Partners, Cleary Gottlieb Steen & Hamilton, Latham & Watkins and Brunswick Group. SoftBank is advised by Goldman Sachs, The Raine Group, Zaoui & Co, Morrison & Foerster, Kekst CNC and Sard Verbinnen & Co. Financial advisors to SoftBank are advised by White & Case.
EG Group, a British retailer based in Blackburn, agreed to acquire Leon Restaurants, a fast food chain based in the United Kingdom, for £100m ($138m).
"LEON is a fantastic brand that we have long admired. As established entrepreneurs in the foodservice retail market ourselves, we have a huge admiration for the business that John and the LEON team have built over the years, and firmly believe that their culture and values closely align with our own," Mohsin Issa CBE and Zuber Issa CBE, EG Group Co-Founders and Co-CEOs.
EG Group is advised by Brunswick Group.
Private equity firm EMH Partners agreed to acquire a 65% stake in cleverbridge, a global provider of subscription billing and management services focused on digital goods, primarily software. Financial terms were not disclosed.
"The subscription billing and management market fits perfectly into our investment strategy, our entrepreneurial beliefs and our scope of competences. The market promises strong growth as the volume of subscription and software-as-a-service solutions sold globally continues to increase. cleverbridge, with its excellent cloud-based technology platform and its seasoned management team and experts, is a leader both in providing operational excellence and growth support to its clients. We look forward to supporting the company and its clients during their next phase of expansion," Dominik Schwarz, EMH Partner.
EMH Partner is advised by Norbert Essing Kommunikation.
Access Bank, a Nigerian multinational commercial bank, agreed to acquire a 78.15% stake in African Banking Corporation Botswana, a banking company, from Atlas Mara-backed ABC Holdings, a parent company of a number of banks. Financial terms were not disclosed.
"The transaction announced today is consistent with the objectives articulated by the company as part of its previously-announced strategic review and overall debt restructuring. The pandemic-related economic slowdown in 2020 led to a broadening of the initially-announced strategic review and an acceleration of potential transaction discussions in-line with the company's objective of a comprehensive restructuring of the company's and ABCH's balance sheets. This transaction, like the previously announced transactions for Mozambique, Rwanda and Tanzania, is consistent with this strategy and will help realize value for the Group's creditors and other stakeholders," Michael Wilkerson, Atlas Mara Chairman.
Atlas Mara is advised by Apella Advisors.
Investment companies Chongqing Chengxing and Zibo Financial led the $550m funding round in Polestar, the Swedish electric performance car company. SK, a South Korean global conglomerate, and other investors also participated.
“Our new investors have recognized that Polestar offers an alluring combination of established industrial and technological capability alongside superlative growth potential as the global auto industry goes electric,” Thomas Ingenlath, Polestar CEO.
JBS, a Brazilian meat processing company, agreed to acquire Vivera, a plant-based food producer, for $408m.
"This acquisition adds a lot of strategic value as Vivera is the Europe's third-biggest plant-based food producer. The deal strengthens our position in the alternative meat segment, paving the way for our plans to be a big player," Gilberto Tomazoni, JBS CEO.
G42, a technology company based in Abu Dhabi, and Rafael Advanced Defense, an Israeli defense technology company, are set to form Presight.AI, a provider of AI and Big Data technologies and solutions to multiple sectors. Financial terms were not disclosed.
"First and foremost, this cooperation signifies another leap in the relationship between our countries, and it makes us all very excited to have such great partners in the Middle East, working together to make this region a better place. The significant resources Rafael has invested over the years in AI and Big Data technologies, both for defense and commercial applications, have catapulted us to become a global authority in these fields. Through Presight.AI, we will unravel the immense potential embodied by the two companies, by synergizing with G42, to take our joint expertise and complementary capabilities to the next level. Rafael will continue to broaden its global cooperation, as we strive to expand into further fields, and establish similar partnerships worldwide," Yoav Har-Even, Rafael President and CEO.
Fungs considers divestment of Delvaux.
Hong Kong billionaire brothers Victor and William Fung explore selling their stake in Delvaux, a 192-year-old Belgian luxury leather bagmaker,
Bloomberg reported.
The Fungs are working with advisers and have reached out to prospective suitors on the potential divestment of the asset. A sale could value the bagmaker at around $500-600m.
The brothers acquired the stake together with Singaporean state investment company Temasek in a 2011 deal, giving the two parties majority control of the company.
Agnellis end talks with FAW regarding Iveco sale.
The billionaire Agnelli family's CNH Industrial ended talks to sell its Iveco truck and bus unit to China FAW Group after the Italian government signaled it would oppose the deal.
CNH abandoned the talks because the Chinese automotive group did not present an acceptable offer for Iveco,
Bloomberg reported. Italy's government had signaled its opposition to CNH selling to a Chinese company and later praised the decision to pull out of the talks.
Angola tests the market for stake in Sonangol with Banco de Comercio e Industria sale.
Angola began selling state-run lender Banco de Comercio e Industria to test investor appetite for some of the country's biggest companies, including oil giant Sonangol,
Bloomberg reported.
The sale of the nation's 13th-largest bank by assets is part of a push by Africa's second-biggest oil producer to raise cash and jump-start a moribund economy. Angola's biggest-ever privatization program has so far resulted in the sale of 39 companies out of a total of 195 assets earmarked for disposal by the end of 2022.
"This is the first privatization in the financial sector, and its outcome will be very important to understand all those that follow," Manuel Nunes Junior, Angola Economic Coordination Minister. Potential candidates to buy BCI will be selected this month to take part in a tender to buy 100% of its shares in one single block through the Luanda stock market.
APAC
Orocobre, a mineral resource company, agreed to merge with Galaxy Resources, an Australian mining company, in a $1.4bn deal. Orocobre will acquire 100% of the shares in Galaxy. Upon implementation of the scheme, Orocobre shareholders will own 54.2% of the fully diluted share capital of the combined entity and Galaxy shareholders will own the remaining 45.8%.
"The logic of this merger is compelling. Both Orocobre and Galaxy shareholders, will benefit from the diversification, growth and scale of a top 5 global lithium chemicals company. I take this opportunity to re-iterate the group's ongoing commitment to the principles of delivering the highest level of transparency of our environmental, social and governance performance, the foundations upon which our assets have and will continue to be developed," Robert Hubbard, Orocobre Chairman.
Galaxy is advised by Standard Chartered Bank, Ashurst and Cannings Strategic Communications. Orocobre is advised by UBS, Jones Day and Kirkwoods.
Centuria Capital, an Australian investment manager, agreed to acquire Primewest, a property fund manager, for $462m. The price represents a 3.1% premium to last closing price.
"The proposed Centuria, Primewest Merger is consistent with Centuria’s dual strategy of asset acquisitions and corporate M&A, where this is sympathetic to Centuria’s business model," Garry Charny, Centuria Chairman.
Primewest is advised by Moelis & Co and Hamilton Locke. Centuria is advised by Morgan Stanley and Jones Day.
Gulf Energy Development, a power producer, agreed to acquire the remaining 81% stake in Intouch, a mobile phone operator holding company, for $5.4bn. As part of the deal Gulf will acquire Advanced Info Service, a mobile phone company.
"INTUCH and ADVANC are decent companies and have the potential to generate cash flow for the company since they are leaders in businesses relating to telecommunications infrastructure in Thailand which will be beneficial to the growth and development of Thailand. Such businesses have high growth potential and Gulf Energy is confident that such investments will continuously generate returns for Gulf Energy in the long run," Gulf Energy.
APG, one of the world’s largest pension investors, agreed to acquire a 20% stake in OneAsia, an operator of top-tier data centers in Asia. Financial terms were not disclosed.
"We are very pleased to partner with APG. We are convinced that the partnership with APG will accelerate our expansion in the high-growth data center market, especially when we are extending our network into other countries in Asia. APG is an experienced global investor with highly diversified investments. OneAsia is ready to work with APG in elevating the Company to another platform and promoting ESG development," Charles Lee, OneAsia Founder and CEO.
World Bank’s lending arm IFC and investment firm Indigo Partners agreed to invest $250m in Cebu Pacific, a Philippine low-cost airline.
Cebu Pacific’s board approved the $250m convertible bonds investment on the day of the signing. The bonds are convertible to nearly 319m common shares at a conversion price of $0.79. The transaction closing is subject to post-signing deliverables, which the parties expect to complete over the succeeding weeks.
Investment companies GIC and Sequoia led the $160m Series E round in Razorpay, a payment solutions company. Investors Ribbit Capital and Matrix Partners also participated in the round.
"From the support we have received to their understanding of our vision, it has made us stronger. All that we have done and what we plan to do is with a singular objective of customer delight and allowing entrepreneurs and enterprises to scale up without worrying about their finance backbone," Harshil Mathur, Razorpay Co-Founder.
Carrier, a provider of heating, air-conditioning and refrigeration solutions, agreed to acquire Guangdong Giwee Group, a China-based HVAC manufacturer. Financial terms were not disclosed.
"Carrier and Giwee Group share a strong commitment to build high-quality businesses that achieve sustainable long-term growth. With Carrier's significant technical and R&D capabilities and global networks, we look forward to working with Carrier to identify more growth opportunities," Quan Zhang, Giwee Group CEO.
Oaktree and Blackstone are on track to a battle over Crown Resorts. (FS)
Oaktree Capital proposed to back the $2.3bn buyback of Crown Resorts' shares from its founder, James Packer, who owns a 37% stake in the company. Previously,
Blackstone arranged a $6bn takeover offer for Crown Resorts. It was not specified what Oaktree would receive should the proposal come forward.
Some investors in the casino operator, including White Funds Management, are doubtful about the intentions of Oaktree.
"There is obviously a reason Oaktree doesn't want some element of the business or wants to receive some uplift in the return that accrues to them, above and beyond the return of a normal shareholder," Angus Gluskie, White Funds Managing Director.
Meituan considers $10bn fundraising.
Meituan, a Chinese delivery giant, is seeking about $10bn from the sale of new stock and convertible bonds as it doubles down on efforts to fight the likes of Alibaba Group in newer areas such as online groceries,
Bloomberg reported.
The nation’s third-largest internet company is selling about 187m shares at $34.1-35.2 in a top-up placement, as well as raising $400m from shareholder Tencent. It's the largest-ever sale of new shares by a Hong Kong-listed company. Meituan is also selling about $3bn in zero-coupon convertible bonds.
Macrotech Developers drops in debut after decade-long IPO wait.
Macrotech Developers, India's biggest homebuilder, slipped as much as 13% in their long-awaited market debut on Monday. The $335m IPO by Mumbai-based Macrotech, formerly known as Lodha Developers, is the third-largest in a flurry of new listings in India this year amid a gush of liquidity from foreign investors and local retail traders. Including Macrotech, 29 debutantes have raised about $3bn so far in 2021.
The successful listing of Macrotech ends a more than decade-long effort to take the developer public, after previous attempts in 2009 and 2018 were shelved. A global equity rout in mid-October 2018, caused by concerns about geopolitical tensions and rising interest rates, upended its plan to raise $738m then.
Pleiad Investment makes the second close of debut Japan-focused tech fund at $138m. (FS)
Pleiad Investment Advisors, an independent investment manager, based in Hong Kong, has made a second close of its Japan-focused fund at JPY15bn ($138m),
DealStreetAsia reported.
The second close of the technology-focused growth private fund reflects the growing momentum of Japan's technology sector. The fund was launched by Pleiad and investment house Minerva Growth Partners in 2020.
Pleiad was advised by Baker McKenzie.
HSBC Asia Technology M&A Head Choy to join Midea as CFO. (People)
HSBC's head of technology M&A in Asia Jeremy Choy is joining Chinese home appliance giant Midea Group as its CFO,
Bloomberg reported. Midea announced Choy's appointment on Monday. He is replacing Helmut Zodl, who left the Chinese company earlier this year to become the CFO of General Electric's health care business.
The Hong Kong-based veteran dealmaker is taking up the job as Midea seeks to diversify from its traditional home appliances business. The Chinese company, which focuses on making air conditioners, refrigerators, and washing machines, is looking to tap into technology-driven areas such as smart living and the so-called Internet-of-Things.
