Cybersecurity company Forescout Technologies may have violated conditions of its $1.9bn sale agreement to private equity firm Advent International when it restructured and drew on its credit line, research firm Spruce Point Capital told the potential buyer.
“If Forescout’s financial outlook was as promising as indicated by the optimistic projections shared during the diligence process, why did the Company announce a restructuring in Quarter 1 2020, and draw down $16m on its credit facility while maintaining $98m of cash and equivalents at year end – enough to bridge its gap to expected Q2 2020 closing,” Ben Axler, Spruce Point Managing Partner.
Forescout is advised by Morgan Stanley and Wilson Sonsini Goodrich & Rosati. Morgan Stanley is advised by Gibson Dunn & Crutcher. Advent is advised by Ropes & Gray and Finsbury. Debt financing is provided by Owl Rock Capital.
Google’s $2.1bn takeover of fitness tracker Fitbit could be “a game-changer” for health data that will need close European Union scrutiny, European consumer organisation BEUC suggested.
"Wearables create a new frontier by tracking users’ health and location around the clock. Reviewing how Fitbit’s data could add to Google’s powerful position in online advertising makes the deal a test case for regulators. The use of data from wearables in tracking Covid-19 infections and providing access to doctors and health information is a timely illustration of this. The takeover would place Google “in an unassailable position in digital health and wearables markets," BEUC.
Fitbit is advised by Qatalyst Partners, Fenwick & West, and Sard Verbinnen & Co. Qatalyst Partners is advised by Cooley. Google is advised by Lazard, and Cleary Gottlieb Steen & Hamilton.
Francisco Partners completed the $225m investment in Eventbrite, a global self-service ticketing and experience technology platform.
"The world has changed amidst the Covid-19 global pandemic, and the live experience industry must adapt in response to the new normal. This moment in time is marked by the resilience and ingenuity of the event creators and ticket buyers we serve. Our sole focus is supporting our professional customers, many of whom are small businesses. The flexible financing from Francisco Partners will help us fund our growth strategy and emerge from this crisis as a market leader. Together, we will move through this turbulent time to bring people together for live experiences once again," Julia Hartz, Eventbrite CEO and Co-Founder.
Francisco Partners was advised by Jefferies & Company, Akin Gump Strauss Hauer & Feld and Kirkland & Ellis. Eventbrite was advised by Allen & Company, Morgan Stanley and Latham & Watkins.
iCapital Network, a financial technology platform, is set to acquire a majority stake in Artivest, an innovative technology company for accessing and investing in alternatives. Financial terms were not disclosed.
“We are pleased to reach an agreement with iCapital, which is well positioned to deliver the quality and continuity of client experience that is central to Artivest’s offering. We are confident that iCapital is the right service provider for our managers, advisors, and their clients," Martin Beaulieu, Artivest Chairman and CEO.
Artivest is advised by RBC Capital Markets and Morrison & Foerster. iCapital is advised by PJT Partners, Ropes & Gray, and The Neibart Group.
Carlyle Group and Singapore sovereign-wealth fund GIC are allegedly using fake excuses to renege on buying a 20% stake in American Express Global Business Travel, according to claims in an unsealed lawsuit, Bloomberg reported.
A unit of the Qatar Investment Authority claims that Carlyle's losses from the coronavirus left it with a whopping case of buyer's remorse and prompted its attempt to scrap the stock purchase, which had valued the travel entity at $5bn when it was announced in 2019.
"The Carlyle Group's losses do not provide defendants with a basis to withdraw from the transaction. The investment fund has cobbled together a series of pretextual and transparently false excuses to justify their refusal to close the deal," Juweel Investors, a unit of the Qatari investment fund, said in the lawsuit, filed in Delaware Chancery Court.
Symphony Technology Group, an American private equity firm, completed the acquisition of a majority stake in Nomis Solutions, a provider of SaaS-based pricing and profitability management solutions for the global retail banking market. Financial terms were not disclosed.
"As banks and lenders look to navigate the current recession and changing consumer behavior, investment in digital sales and service capabilities, customer-centric analytics, and improved profitability management will be critical to preserve and protect margins. Nomis will continue to be the partner to provide the most advanced pricing technology and expertise to our customers. With STG, we're teaming up with an investor whose focus on the intersection of software, data, and analytics presents the perfect partnership opportunity for Nomis," Frank Rohde, Nomis CEO.
Nomis Solutions was advised by Financial Technology Partners.
Thompson Street Capital Partners, a private equity firm, completed the acquisition of PKWARE, a provider of data security software solutions. Financial terms were not disclosed.
“For decades PKWARE has provided mission-critical solutions for thousands of customers. We are very excited to help accelerate the Company’s growth at such a pivotal time for data security,” Bob Dunn, TSCP Managing Director.
Turning Rock Partners-backed South Reach Networks, a Florida-based telecommunications infrastructure provider, completed the acquisition of the Florida-based fiber and colocation assets of Resurgence Infrastructure Group, the owner and operator of a contiguous long-haul dark fiber network. Financial terms were not disclosed.
"It has been a very busy time here at South Reach Networks, and my team and I are working hard to set the company vision and execute the strategy to expand with key, targeted acquisitions within Florida to take advantage of growing secular demand for global communications and secure infrastructure as a service. I am excited about this path we are on to grow our fiber infrastructure and data center footprint, and for the momentum we are building in this market," Michael Sevret, South Reach Networks President.
HUB International, a global insurance brokerage, completed the acquisition of the employee benefits division of The Healy Group, a provider of commercial and personal insurance. Financial terms were not disclosed.
Healy Benefits provides employee benefits solutions, including benefits communications, workplace-wellness plans and risk management seminars.
Sustainable Projects Group, a transatlantic project development and incubation group, completed the acquisition of Soy-Yer Dough, a producer of sustainable, non-allergenic modelling dough. Financial terms were not disclosed.
"We plan to shift production of Soy-Yer Dough to the Rushville facility we recently secured on behalf of Cormo USA, which will benefit both businesses by reducing overhead and consolidating sourcing, production, and distribution. SPGX looks forward to incorporating this well-known and proven brand into our portfolio to the next stage of Soy-Yer Dough's growth as part of the SPGX family," Stefan Muehlbauer, SPGX CEO.
Uber Technologies and Grubhub are discussing a takeover valuing Grubhub at $6bn.
Uber Technologies is seeking to acquire Grubhub in a deal that would unite two of the biggest players in the cutthroat meal-delivery business in a $6bn deal at a time when the coronavirus pandemic has sparked a surge in demand for their services, WSJreported.
Uber, which in addition to its flagship ride business operates a big meal-delivery unit known as Uber Eats, in February approached Grubhub with an all-stock takeover offer and the companies have been in talks since then.
Grubhub recently proposed that Uber pay 2.15 of its shares for each Grubhub share, which Uber rebuffed as too high, and now the two sides are discussing a lower price.
Elliott urges Alexion to put itself up for sale. (FS)
Activist hedge fund Elliott Associatesrenewed its call for rare disease specialist Alexion Pharmaceuticals to sell itself, to take advantage of a surge in the valuation of biotech stocks and interest in companies researching treatments for coronavirus,FT reported.
Elliott said a sale would be preferable to Alexion staying on its present course, which the fund characterised as a dealmaking spree that has destroyed value for investors.
In a letter to Alexion’s board, Elliott said its “go-it-alone, trust-us” strategy was not working and “the best approach for the company and its stakeholders is the immediate exploration of a sale”.
Minerva Surgical completed the acquisition of Boston Scientific Intrauterine Health products.
Minerva Surgical, a medical device start-up company that develops medical devices for women's healthcare, completed the acquisition of Boston Scientific's Intrauterine Health franchise. Financial terms were not disclosed.
"We are proud to have a complete product line to meet the needs of patients, whether treated in the physician's office, ambulatory surgery center, or hospital setting. The more effectively we treat the conditions that cause AUB, the more likely we are to achieve the objective of lowering the rate of hysterectomies for benign conditions, preserving the patient's uterus, and positively impacting the patient's quality of life and cost of care," Eugene Skalnyi, Minerva Surgical Chief Medical Officer.
EU antitrust regulators set a new deadline of August 13 for their decision on Ray-Ban maker EssilorLuxottica’s $7.8bn bid for Dutch opticians group GrandVision, Reutersreported.
EU competition enforcers, which in February voiced concerns about possible price hikes and fewer choices for consumers as a result of the deal, halted their investigation on April 7 while waiting for the companies to provide data.
GrandVision is advised by ING Bank, Bredin Prat, and De Brauw Blackstone Westbroek. EssilorLuxottica is advised by BNP Paribas, Citigroup, Goldman Sachs, BonelliErede, Latham & Watkins, Stibbe, Sullivan & Cromwell, Brunswick Group, and Community Group. HAL Holding is advised by NautaDutilh. Debt financing to EssilorLuxottica is provided by Credit Agricole and HSBC.
Chip manufacturer AMS reportedly planned another capital increase to finance the $5bn Osram takeover. AMS is seeking shareholder approval to issue convertible notes, profit participation bonds or profit participation rights that could translate into 27.4m new shares, the invitation to its June 3 shareholders meeting said.
To refund a $4.8bn bridge loan, provided by UBS, HSBC and Bank of America Merrill Lynch for the takeover, it already issued 190m new shares with proceeds of $1.8bn. The rights issue increased AMS’s capitalisation by more than 40%.
Osram is advised by Lazard, Perella Weinberg Partners, Freshfields Bruckhaus Deringer, Gleiss Lutz, Hengeler Mueller, and Finsbury. AMS is advised by PricewaterhouseCoopers, Bank of America Merrill Lynch, HSBC, UBS, Herbst Kinsky, Linklaters, Schellenberg Wittmer, and Brunswick Group.
Banca Farmafactoring, an Italy-based company primarily engaged in the corporate financial services, agreed to acquire a 76% stake in DEPObank, an Italian bank, from Equinova, a holding company which held a 91% stake in DEPObank, for $215m. The completion of the transaction is expected to take place at the end of this year and is subject to the authorization of the relevant authorities and other conditions precedent.
“The acquisition and merger with DEPObank is a milestone in the development of both banks. We combine two leaders in our respective niches. Together, we will be stronger. In the uncertain times we live, this deal allows to strengthen our customer offering, the stability of our franchises, and the opportunities for our employees. We will have more funding, more capital, more diversification. We thank the shareholders and the board of DEPObank for having entrusted us with their business and look forward to continuing building together “a bank like no other,” Massimiliano Belingheri, BFF Banking Group CEO.
BFF Banking is advised by Mediobanca, Legance, PricewaterhouseCoopers, Bain & Co and Di Tanno e Associati. Equinova is advised by JP Morgan, BonelliErede, Studio Carbonetti, Studio Pirola Pennuto Zei & Associati and Boston Consulting Group. DEPObank is advised by Linklaters, KPMG and Community Group.
Covea, a French mutual insurance company, abandoned the planned acquisition of Bermuda-based reinsurer PartnerRe from investment group Exor for $9bn plus a cash dividend of $50m.
"In light of the current unprecedented conditions and significant uncertainties threatening the global economic outlook, Covea has indicated to Exor that the context does not allow the contemplated acquisition of Partner Re to be carried out on the terms initially envisaged," Covea.
Ardian completed the acquisition of a majority stake in Swissbit, a manufacturer of data storage technologies and internet of things solutions. Financial terms were not disclosed.
“The main factors for our investment in the company were Swissbit's convincing and promising business model combined with an excellent management team with many years of industry experience and strong technological expertise. We look forward to working in partnership with the management and supporting the company as it continues down its path of growth towards a successful future,” Dirk Wittneben, Ardian Managing Director.
Swissbit was advised by Deloitte, GCA Altium and Bar & Karrer. Ardian was advised by McKinsey & Company, Lincoln International, Latham & Watkins, Niederer Kraft & Frey and Taxess.
Trustbridge Global Media, a global children’s content company, completed the acquisition of Walker Books, an independent British publisher of children’s books. Financial terms were not disclosed.
“We are tremendously excited to be working with Karen Lotz and her colleagues. Walker and Candlewick represent an exceptionally strong strategic fit for TGM, where the highest priority is placed on building children’s content of quality and enduring value for young people around the world,” Dan Sullivan, Trustbridge Partners Vice Chairman.
Walker Books was advised by Macfarlanes, Goodman Derrick and Lewis Silkin.
Italy’s antitrust watchdog opened an inquiry into Intesa Sanpaolo’s proposed $5.3bn takeover of rival UBI Banca to assess the impact of the deal on the industry given its significance. The antitrust authority has two months to wrap up the probe.
To address possible antitrust issues Intesa agreed to sell 400-500 branches and some $22bn in assets of the new entity to BPER Banca.
“Given the importance of the deal, the antitrust authority’s inquiry will assess possible effects on competition in the banking, insurance and financial markets. The broad symmetry between the country’s top two banking groups would no longer apply. Italy would also lose a mid-sized player like UBI which, in a not so distant future, could have played an aggregating role to create a third large banking group next to Intesa and UniCredit," Italian Competition Authority.
Intesa Sanpaolo is advised by Pedersoli Studio Legale.
"This closing represents a key milestone in Dedalus' growth trajectory to become one of the global leaders in the healthcare sector which is, more than ever today, a key pillar of our society. Having been selected again by Giorgio as his partners of choice, just as we were in 2013, means we are doing something right in terms of delivering non-invasive, but still supportive, capital to outstanding managers," Mauro Moretti, THCP Founder and Managing Partner.
CapVest Partners-backed Eight Fifty Food Group, a holding company, is set to acquire M&M Walshe, a meat supplier. Financial terms were not disclosed.
"M&M Walshe is an exciting first step for Eight Fifty out of the UK, and underlines our ambition to become a market leader in European food. We look forward to working closely with management to accelerate investment and leverage the Eight Fifty platform to drive European sales of their sous-vide products," Jason Rodrigues, CapVest Partner.
SCP Private Equity, an investment firm, completed the acquisition of TM Lewin, a British menswear brand, from Bain Capital Credit. Financial terms were not disclosed.
“Notwithstanding the challenges facing the retail sector, and most recently from Covid-19, since our ownership, the business now has a true multi-channel business in the UK across stores and online, a large and loyal customer base and an even stronger brand proposition,” Brad Palmer, Bain Capital Managing Director.
Mediaset sticks with European growth plan.
Italy’s biggest private broadcaster Mediaset is happy with its 24.2% stake in German rival ProSiebenSat.1 Media and the financial structure implemented up to now, Chief Financial Officer Marco Giordani said.
The company, controlled by the family of former Italian Prime Minister Silvio Berlusconi, is pushing ahead with plans to create a pan-European TV champion, despite the hurdles created by the coronavirus outbreak.
“The coronavirus emergency has only accelerated structural changes in the media market and we are more and more convinced of our project”, Marco Giordani, Mediaset CFO.
Lufthansa bailout sparks debate in government about direct stake.
The German government is engaged in last-minute debates over the details of its bailout of Deutsche Lufthansa, with Chancellor Angela Merkel seeking a deal that does not involve a direct stake in the national carrier, while her deputy, Finance Minister Olaf Scholz, favors such an investment.
Under a scenario preferred by the chancellery, as well as the transport ministry and the airline itself, the German government would buy a convertible bond in Lufthansa that could later be exchanged into a direct stake that could be lower than 25%. The move would still enable the government to pocket a financial gain and protect the airline from a potential takeover.
NMC administrators start asset sales. (FS)
NMC Health’s administrators started selling off assets of the troubled Middle Eastern hospital operator as they seek funds to pay back creditors. Officials overseeing the process at restructuring specialist Alvarez & Marsal invited bids for NMC’s distribution business. Potential acquirers have been asked to submit offers this month.
Administrators are planning to start a sale process for Abu Dhabi-based NMC’s lucrative fertility business as soon as June or July. They are considering eventually selling most of the company’s assets, potentially including the flagship hospital business, which is the biggest private healthcare provider in the Middle East.
Hg said to top $11bn for its buyout funds. (FS)
Hg will soon stop accepting new money for three of its buyout funds after raising $11bn for its largest-ever pool of capital, Bloomberg reported.
The UK-based private equity firm, which focuses on software and service businesses, will divide as much as $10bnequally between its second large-cap fund, known as Saturn, and its ninth mid-cap fund, known as Genesis. An additional $1.5bn has been raised for the firm’s third small-cap fund called Mercury.
Citi hires Barclays’ global head of equities. (People)
Citigroup hired Barclays' global head of equities to lead its stock trading business, as the US bank has split the leadership of two of its core business units, FN reported. Fater Belbachir, who only joined Barclays last July as global head of equities and structuring, joined Citigroup as global head of its stock trading unit.
His hire comes as the US banking group has split the leadership of its equities and securities services businesses, which the bank combined last year as part of a series of changes to its sales and trading units.
Shareholders of Chinese sourcing giant Li & Fung gave the green light to a proposal that will allow its founding family to take the company private in a $931m deal. The proposal was approved by 97.15% of shareholders, with 2.85% rejecting the deal, at a shareholders’ meeting in Hong Kong. The move will delist the company from the Hong Kong Stock Exchange, where it began trading in 1973.
“I am pleased that our shareholders are supportive of the privatization proposal for Li & Fung. I would also like to deeply thank our shareholders for their long-term support of our company through nearly three decades of change in the global retail industry,” William Fung, Li & Fung Chairman.
Li & Fung is advised by Citigroup and Davis Polk & Wardwell. Golden Lincoln Holdings is advised by Goldman Sachs, Morgan Stanley, and Kirkland & Ellis. Legal advice to the financial advisors is provided by Slaughter & May.
KKR agreed to acquire a 55% stake in Colonial First State, a wealth management group, from Commonwealth Bank of Australia, an Australian multinational bank, for $1.8bn. The transaction is consistent with CBA’s strategy to focus on its core banking businesses and to create a simpler and better bank, while allowing CFS to become a more focussed standalone business.
“We are excited about the future opportunities this transaction is expected to deliver for our members. Further investment over the coming years will result in a better member experience and we expect the investment will deliver a wide range of benefits for all of our stakeholders," Michael Venter, CFS Chief Operating Officer.
Aimia, which provides loyalty management services intended to attract and retain customers and stimulate demand for its partners' products, completed the acquisition of a 10% stake in Clear Media, an operator of bus shelter advertising panels, for $75m.
"Aimia's investment in Clear Media represents an outstanding opportunity, diversifying our holdings and taking advantage of the Covid-19 related economic malaise in the US and China. Aimia now owns a large stake in a leader in the outdoor advertising market in China with more than a 20-year track record, strong growth and free cash flow generation, and 19 years as a public company, backed by a blue-chip consortium of investors and a highly skilled management team," Phil Mittleman, Aimia Interim CEO.
JD.com-backed Chinese delivery platform Dada Nexus files for US IPO. (FS)
Dada Nexus, an on-demand retail and delivery platform backed by Chinese e-commerce giant JD.Com, filed for an initial public offering on the Nasdaq Stock Exchange.
The size of this initial public offering is currently $100m, but many suspect that this is likely a placeholder for a deal that could increase to $500m. Dada is the second tech company trying to go public in the US during the outbreak, following the successful listing of Kingsoft Cloud.
Oceanpine Capital hits first close of second fund at $200m. (FS)
Chinese technology-focused private equity firm Oceanpine Capital garnered $200m in the first closing of its second fund with a target to raise a combined $400m.
The fund will invest in the technology, media and telecommunications and healthcare sectors in the US and China.
Kinetic to raise $155m from Temasek, Hillhouse. (FS)
Shanghai Kinetic Medical, a Chinese medical instrument manufacturer listed on the Shenzhen Stock Exchange, plans to raise c. $155m from Temasek and Hillhouse Capital Management through a private placement.
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