AMERICAS
Brookfield Infrastructure and its institutional partners agreed to increase the consideration payable to holders of outstanding shares of Cincinnati Bell common stock to $13.50 per share in cash from $12.50, which values the transaction at approximately $2.8bn, including debt. The revised transaction price represents a 75% premium to the closing per share price of $7.72 on December 20, 2019.
In a separate announcement, Cincinnati Bell announced the receival of a counter bid offer from Macquarie to acquire all outstanding shares of Cincinnati Bell common stock to $13.50 per share in cash.
Cincinnati Bell is advised by Moelis & Co, Morgan Stanley, BosseLaw, Cravath Swaine & Moore, Citigroup and Morgan Lewis & Bockius. Brookfield is advised by White & Case. Debt financing to Brookfield provided by BMO Capital Markets, Bank of America Merrill Lynch, Citigroup, TD Securities and Wells Fargo Securities. Debt financing to Macquire is provided by ASOF Holdings and Ares Management. Ares Management is advised by Sullivan & Cromwell.
Covea, a French mutual insurance company, agreed to acquire Bermuda-based reinsurer PartnerRe from investment group Exor for $9bn plus a cash dividend of $50m to be paid before closing. The proposed transaction is expected to be completed by the end of this year, subject to customary closing conditions, antitrust, regulatory and other approvals.
"Over the past four years, under EXOR's ownership, we have strengthened PartnerRe's position as a global, diversified reinsurer, thanks to a continuous focus on enhancing our client and broker franchise, our underwriting and investments portfolios and our operational efficiency. And I'm confident we are in a very good position to further evolve under our new ownership," Emmanuel Clarke, PartnerRe CEO.
Covea is advised by Barclays, JP Morgan, Rothschild & Co, Bredin Prat, and Debevoise & Plimpton. Exor is advised by Goldman Sachs and Sullivan & Cromwell.
IG Design Group, a provider of celebrations, gifting, stationery and creative play products, completed the acquisition of CSS Industries, a US-based designer and manufacturer of craft, seasonal and gift products, for $117m.
"We are delighted to announce this transaction with Design Group. Our Board has continuously focused on evaluating opportunities to enhance stockholder value, and following a strategic review that included a thoughtful internal process and expert external advice, we concluded that this transaction with Design Group delivers a compelling price, with value certainty, to our stockholders, while at the same time offering our business an exciting path forward with a company that shares our focus on providing product design, innovation and value to our customers and consumers,” Rebecca Matthias CSS Chairman of Board of Directors.
CSS was advised by Guggenheim Partners, Morgan Lewis & Bockius, and Pepper Hamilton. IG Design was advised by Canaccord Genuity, Seyfarth Shaw, and Alma PR.
Blackstone Energy Partners completed the acquisition of NRStor, a Toronto-based developer of battery storage solutions, from LiUNA Pension Fund, a provider of retirement income benefits. Financial terms were not disclosed.
"Battery storage will play an important role in the North American power grid and be critical to achieving ambitious renewable targets. NRStor is a pioneer in energy storage and we look forward to helping the leadership team further build out the company’s platform to reach new markets and opportunities,” Bilal Khan, Blackstone Energy Partners Senior Managing Director.
NRStor was advised by Marathon Capital, McCarthy Tetrault, and Torys.
M3 USA, a provider of healthcare digital solutions for hospitals, health systems, and physicians, completed the acquisition of NAS Recruitment Innovation, a provider of recruitment advertising, marketing, and digital services, offering a proprietary technology platform, from Stone-Goff Partners, a private equity firm. Financial terms were not disclosed.
"Working with Phil, Matt, and the NAS team as we transformed the company from a legacy business model to a hybrid service, strategy and SAAS-based business model has been an incredible journey. This transaction is a result of the team’s hard work, vision and leadership in the recruitment marketing space. We are excited about the strategic fit between NAS and M3, and believe the combined company will continue to lead in innovation and performance in the recruitment marketing space," Hannah Stone Craven, Stone-Goff Partners Co-Founder.
NAS was advised by Leonis Partners and Fredrikson & Byron. Stone-Goff Partners was advised by BackBay Communications.
Prospect Hill Growth Partners, a private equity firm focused on middle-market growth companies, completed the acquisition of a majority interest in Fitness Ventures, a franchisee in the Crunch Fitness system. Financial terms were not disclosed.
“The team from Prospect Hill brings unparalleled experience in scaling multi-unit businesses across the US. This new partnership with Prospect Hill and new access to institutional capital is going to allow us to seize on these opportunities at a faster pace, accelerating our overall growth rate and pushing to our ultimate goal of owning and operating 100 Crunch Fitness locations,” Brian Hibbard, Fitness Ventures Founder and CEO.
Prospect Hill was advised by Latham & Watkins. Fitness Ventures was advised by Shuffield Lowman and MOK Capital Advisors.
Fourshore Partners, a Miami-based private equity firm, completed the acquisition of North State Acceptance, a specialty finance company that works directly with independent auto dealerships across these states by offering flexible and competitive financing plans, from Pine Tree Equity Partners. Financial terms were not disclosed.
“Partnering with the best-in-class management team made NSA a very attractive opportunity at this particularly point in the auto finance cycle,” Pedro Freyre, Fourshore Partner.
Fourshore Partners was advised by Akerman. Pine Tree Equity Partners was advised Holland & Knight.
Eden, a workplace platform, completed the acquisition of Managed by Q, a workplace management services provider, from WeWork. JLL Technologies, the technology division of the real estate firm, led the investment round. Financial terms were not disclosed.
"Workplace experience matters more than ever before, and the teams at Eden and Managed By Q are focused on creating a better place to work, for everyone. By coming together, we can enhance our software offering and services marketplace with greater scale and resources. We look forward to building a more streamlined and innovative future for the workplace together, and in doing so, empower our customers and service vendors to do their best work," Joe Du Bey, Eden CEO and co-Founder.
Eden was advised by Marino PR.
Risk Strategies, a national insurance brokerage and risk management firm, agreed to acquire Atlas Insurance Management, which focuses on the formation and management of captive insurance companies. Financial terms were not disclosed.
“As traditional insurers become more selective in their coverage and premiums rise, innovative alternatives such as captives are increasingly important in creating cost-effective ways to manage and mitigate client risk. Atlas is a leading specialist in its space and will bring tremendous value to our clients and our organization,” John Mina, Risk Strategies CEO.
Risk Strategies is advised by Matter Communications.
Genesys, a customer experience and call center technology service provider, completed the acquisition of nGUVU, a cloud-based software provider of gamified solutions. Financial terms were not disclosed.
"This marks a major milestone for nGUVU, and we couldn't be more excited to join the Genesys team. The scalability we gain from Genesys Cloud WEM benefits our existing customers and gives organizations of all sizes across the globe a powerful gamification solution to help their employees become more effective and engaged," Pierre Donaldson, nGUVU CEO.
Genesys was advised by Sterling Communications.
Vista Equity Partners, an investment firm, agreed to acquire Tripleseat, a restaurants and hotel management platform. Through the acquisition, Gather, already owned by Vista, will be merged with Tripleseat. Financial terms were not disclosed.
"By merging the two companies, we will now have the opportunity to create even greater value for the thousands of event and sales operators that use Tripleseat and Gather applications every day. We are excited to join forces with the Gather team, who share our belief in the immense opportunity to utilize technology solutions to transform the way events are booked and managed," Jonathan Morse, Tripleseat CEO.
Vista is advised by Laurel Strategies.
OLX Brazil, the 50/50 joint venture between tech firms Adevinta and Prosus, is set to acquire Grupo ZAP, a digital real estate classifieds platform, for $646m. The transaction is subject to approval by Brazil’s Antitrust Agency and other customary closing conditions. Closing is expected in the second half of 2020.
“OLX Brazil and Grupo ZAP are at the forefront of helping players along the Real Estate value chain become more digital. The transaction will boost OLX Brazil’s capabilities to drive innovation and develop a superior customer experience, ultimately making buying, selling and renting real estate in Brazil much safer, simpler and more efficient for all players involved,” Andries Oudshoorn, OLX Brazil CEO.
Neenah, a manufacturer of premium writing, text, cover, speciality and private watermark papers, agreed to acquire Vectorply, a developer, manufacturer and distributor of composite reinforcement fabrics, from MSouth Equity Partners for $155m.
"Vectorply is well-known for its product capabilities, utilizing product-enhancing fibers such as carbon, glass and aramid to produce purpose-built, non-woven reinforcement fabrics. The acquisition broadens our technical products platform, adding new capabilities that will further accelerate our ability to grow in existing, as well as new end markets," John O'Donnell, Neenah Chief Executive Officer.
Flexpoint Ford, a private equity investment firm, completed the acquisition of MGA Homecare, a provider of home healthcare, home therapy, as well as other Home and Community-Based Services to pediatric patients. Financial terms were not disclosed.
"Our firm is excited to partner with Brad and MGA Homecare's experienced leadership team as they continue to expand MGA's investment in quality, compliance, patient and caregiver experience, and ultimately market reach," Perry Ballard, Flexpoint Ford Managing Director.
Keystone Capital-backed MERG, a premium creative, marketing and technology company, completed the acquisition of Sandbox Group, an independent, full-service, strategic and digital agency. Financial terms were not disclosed.
“Many CMOs are seeking to simultaneously elevate their brand and drive business growth, but efforts are often disjointed and diametrically opposed. The partnership of MERGE and Sandbox balances brand building and demand building marketing capabilities as a remedy to those challenges. Uniting our complementary digital capabilities, MERGE is now even better positioned to help catapult our clients to the top of their categories,” Patrick Venetucci, MERGE CEO.
SoftBank CEO to host 'pre-IPO summit' in New York.
SoftBank Group Chief Executive Masayoshi Son held his first “pre-IPO summit” for the Japanese conglomerate’s portfolio companies, introducing them to Wall Street investors who could be backing their stock market debuts.
The event, which was closed to the media and described by a source in attendance, illustrates how SoftBank is keen to prepare the ground for the initial public offerings of many of its holdings, after some of its portfolio companies performed poorly last year following their listings.
Brookfield weighs $5bn sale of Capital Automotive. (FS)
Brookfield Property Partners is weighing a sale of auto dealership landlord Capital Automotive, which could fetch about $5bn including debt, Bloomberg reported.
The real estate giant is interviewing advisers ahead of a potential sale.
Peixe in talks to buy startup Grow.
Latin American e-commerce company Peixe is in advanced talks to acquire electric scooter firm Grow Mobility, potentially the latest deal in a crowded sector where profitability remains an elusive goal.
Terms of the deal are still being finalized. One scenario under discussion is a cashless transaction in which Grow would receive shares in Peixe.
Prima Foods files for $220m IPO.
Brazilian meatpacker Prima Foods filed for an initial public offering, in a move that will list another company owned by the billionaire family Batista.
Jose Batista Junior, the older brother of Wesley Batista and Joesley Batista, controlling shareholders in meatpacker JBS and owner of Prima Foods, intends to partially sell his shares in the company, Reuters reported.
Track & Field files for IPO.
Sports apparel retailer Track & Field filed for an initial public offering with Brazil’s securities industry regulator. Track & Field has 231 stores in the country and had BRL275m ($61m) net revenue and BRL51m ($11m) net income last year, Reuters reported.
The company hired Banco BTG Pactual, Bank of America, Itau BBA and Santander Brasil to manage the IPO.
EMEA
ArcelorMittal and commissioners of the Ilva steelworks are set to sign a deal to end a four-month-old dispute over the future of the southern Italian plant, Reuters reported.
The steelmaker had tried to walk away from a 2018 deal to buy Ilva after parliament had scrapped legal immunity from prosecution over environmental risks during a clean-up of the heavily polluting factory.
Ilva was advised by Leonardo & Co and Rothschild & Co. Intesa Sanpaolo was advised by Gatti Pavesi Bianchi. ArcelorMittal KPMG, JP Morgan, Cleary Gottlieb Steen & Hamilton, Gianni Origoni Grippo Cappelli & Partners, Herguner Bilgen Ozeke, and Ad Hoc Communication.
Ribbon Communications, a software provider, specializing in secure and intelligent cloud communications, completed the acquisition of ECI Telecom Group, a provider of IT, and data services, for 32.5m shares of Ribbon common stock and $324m in cash. ECI stockholders will also receive approximately $31m from ECI’s sale of real estate assets.
"This transformational transaction accelerates our strategy to position the company into higher growth markets. The combination of Ribbon and ECI offers our customers world-class products that we believe will drive Ribbon's growth, profitability and cash flow. We are immediately focused on our integration efforts to unlock revenue expansion and drive shareholder value," Daryl Raiford, Ribbon CFO.
ECI was advised by Barclays, Davis Polk & Wardwell, and FBC & Co. Ribbon was advised by Citizens Capital Markets, TAP Advisors, Gross Kleinhendler Hodak Halevy Greenberg & Co and Latham & Watkins. Debt financing was provided by Citizens Bank and Santander.
STADA Arzneimittel, a pharmaceutical company, completed the acquisition of a portfolio of approximately 20 selected over-the-counter and prescription pharmaceutical assets sold inter alia in Russia, Georgia, Azerbaijan, Belarus, Kazakhstan, and Uzbekistan from Takeda Pharmaceutical for a total value of $660m.
The divested portfolio includes OTC Vitamins and Food Supplements, plus select products within the Cardiovascular, Diabetes, General Medicine, and Respiratory therapeutic areas, which are outside of the business areas Takeda has chosen as core to its global long-term growth.
STADA was advised by Nomura and Kirkland & Ellis. Takeda was advised by Bank of America Merrill Lynch and White & Case.
Viroclinics Biosciences, a virology contract research organization, completed the acquisition of DDL Diagnostic Laboratory, a diagnostic solutions provider. Financial terms were not disclosed.
"By joining with DDL, we will enhance Viroclinics' leading position as a specialized contract research organization, adding to our service offering, capacity and geographic presence," Bob van Gemen, Viroclinics Biosciences CEO.
TransTech Energy, a provider of natural gas production and processing equipment, agreed to acquire Bendel Tank and Heat Exchanger, a custom fabricator of shop-built storage tanks, shell and tube heat exchangers and ASME coded pressure vessels. Financial terms were not disclosed.
"We're excited to welcome Bendel to the TransTech family. Along with extending our product offerings and engineering depth, Bendel's East Coast location complements our Texas-based assets and will augment our flexibility, speed and responsiveness for our combined customer base," Greg Ezzell, TransTech Energy President.
London’s Ritz Hotel gets bids of over $1.3bn. (RE)
The billionaire co-owner of the Ritz in London, Frederick Barclay, said suitors have submitted “a number of competing offers” in excess of £1bn ($1.3bn) for the hotel, Bloomberg reported.
“There is no place for any sale at less than full value. I take great pride in the Ritz Hotel and its success ever since I personally wrote a £7.5m ($9.6m) cheque as down payment in 1995,” Frederick Barclay, Ritz co-owner.
Network Rail seeks partners for $1.9bn fiber plan.
The company that manages Britain’s railroads is looking for partners to help fund a fiber-optic network that would improve wireless connections for train passengers. State-backed Network Rail is working with an adviser to help conduct a strategic review and gauge investor interest in the project.
Patchy mobile signals and low bandwidth are a constant problem for UK rail users already exasperated by some of Europe’s least reliable train services. The government is pushing communications providers to improve nationwide broadband speeds.
Sysco contacted Metro over a potential takeover.
US food distributor Sysco contacted Metro about a potential takeover of the German wholesaler, Reuters reported.
Once a sprawling retail conglomerate, Metro has restructured in recent years to focus on its European cash-and-carry business, selling off the Kaufhof department stores and then splitting from consumer electronics group Ceconomy.
Ant Financial to acquire a minority stake in Klarna. (FS)
China’s Ant Financial is set to acquire a minority stake in the Swedish split payments FinTech Klarna for an undisclosed sum.
The stake amounts to less than 1% and was made up of existing and new shares. The stake was done at a “slight uptick” to Klarna’s $460m funding round last August, which valued the startup at $5.5bn.
The acquisition deepens the strategic partnership between the two firms. Klarna’s buy now, pay later app is already part of AliExpress, the international shopping platform run by e-commerce giant Alibaba Group, an affiliate of Ant Financial.
UK plans tougher M&A probes.
Fresh from interviewing Amazon.com executives over their plans for the UK’s online delivery market, the country’s merger watchdog is hunting for more tools to boost scrutiny of M&A by the tech giants, Bloomberg reported.
The Competition and Markets Authority is examining whether deals involving “particularly powerful companies” should automatically fall under a new investigatory procedure, Andrea Coscelli, the regulator’s chief executive officer said.
It is all part of renewed efforts to roll back the dominance of the largest tech firms and comes as the UK’s departure from the European Union allows the CMA to devise new approaches to antitrust concerns.
Turk Telekom stake sale to hinge on license extension.
A majority stake in Turkey’s biggest phone operator is attracting potential buyers despite risks that Turk Telekom’s license won’t be extended beyond 2026, Bloomberg reported.
Investors from the Persian Gulf have expressed interest in the 55% stake held by banks. But concern that the government may not lengthen Turk Telekom’s license is hindering formal offers because there will not be enough time for a purchaser to recoup their investment through dividend payouts.
Goldman’s Michelsen to depart for Qatalyst Partners. (FS, People)
Peter Michelsen, Goldman Sachs's head of activism and shareholder advisory for the Americas, has left the firm to join independent investment bank Qatalyst Partners, Bloomberg reported.
Michelsen, 42, will become Qatalyst’s head of activism and shareholder advisory, and will be based in San Francisco. He will act as a senior adviser to Qatalyst’s clients on activist defense, contested situations and defense preparednessx. He is expected to join the firm in mid-2020.
APAC
Guodu Venture Capital, an investment vehicle, is set to acquire a 25% stake in New Sea Union Technology Group, a manufacturer of diversified electronics equipments, for $129m.
NSU’s largest existing shareholder will sell a total of 343m common shares to Guodu Venture. The aggregate value of the holding will come to $129m at $0.37 apiece.
Elliott and Bank of East Asia make a break in battle for control. (FS)
US hedge fund Elliott Management and Bank of East Asia are hitting pause in their six-year battle for control of the lender, to allow for a strategic review that could result in the sale of large parts of Hong Kong’s last large family-owned bank.
The two said that BEA hired Goldman Sachs to conduct a comprehensive review of the bank’s portfolio of businesses and assets, without giving any further detail. It was their first joint statement since the fight began in 2014, when Elliott bought a significant stake in the bank.
First State Super and WA Super funds explore a merger. (FS)
Australian pension funds First State Super and WA Super are exploring a merger in the latest sign of consolidation in an industry facing regulatory calls to put customers first.
Both pension funds, known in Australia as superannuation, are looking to complete due diligence of each other by the middle of 2020.
First State has more than A$105bn ($69.29bn) in assets, while WA Super manages about A$4bn ($2.6bn) in assets.
EBay looking to sell South Korean unit. (FS)
EBay is looking to sell its South Korean unit, which includes Gmarket, one of the largest online marketplaces in the country, in a deal that could fetch nearly $5bn, DealStreetAsia reported.
The Korea Economic Daily, citing an unnamed industry official, reported that eBay has decided to sell 100% of its stake in eBay Korea. Possible buyers include other South Korean retail giants such as Lotte Shopping, Shinsegae, and Hyundai Department Store Group, as well as private equity funds like MBK, the country’s largest private equity firm.
Coca Cola Bottlers Japan weighs sale of Q'sai.
Coca Cola Bottlers Japan Holdings, the maker and distributor of the carbonated drinks in Japan, is considering a sale of its supplement and skincare unit Q’sai, which could fetch about $300m, Bloomberg said.
The company is looking to hire an adviser to oversee the potential sale. The divestment could start later this year.
Quadria Capital raises $595m healthcare fund. (FS)
Singapore-based private equity firm Quadria Capital closed its second fund at its maximum of $595m.
The firm, which focuses on healthcare investments around South and Southeast Asia, said in a statement that the amount raised exceeded its initial $400m target.
New Zealand launches $300m venture capital fund Elevate. (FS)
The New Zealand government seeks to address the capital funding gap in the country with the launch of Elevate venture capital, a $300m VC fund that focuses on high-potential early-stage tech startups.
The fund will be managed by New Zealand Venture Investment Fund, the country’s $28bn sovereign wealth fund, on behalf of the Guardians of the New Zealand Superannuation Fund.
China’s Elegant Home-Tech eyes $144m IPO in Shanghai.
Elegant Home-Tech, a Chinese PVC plastic flooring production and export business, is targeting to raise about CNY1bn ($144m) in an initial public offering on the main board of the Shanghai Stock Exchange.
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