Davidson Kempner, a hedge fund and a holder of a 3.1% stake in a provider of Sample to Insight solutions to transform biological materials Qiagen, rejected the takeover offer by Thermo Fisher Scientific, a manufacturer of scientific instruments, saying it undervalues the company and is "wholly inadequate".
The hedge fund stated that due to the increase in Q2 profits the deal value should be substantially higher, adding that the fair per share price should be set at $57.2 by contrast to $43 Thermo Fisher offers.
Qiagen is advised by Barclays, Goldman Sachs, Lazard, Moelis & Co, De Brauw Blackstone Westbroek, Linklaters, and Mintz Levin. Barclays and Goldman Sachs are advised by Sullivan & Cromwell. Thermo Fisher Scientific is advised by JP Morgan, Morgan Stanley, Hengeler Mueller, NautaDutilh, Wachtell Lipton Rosen & Katz, Freshfields Bruckhaus Deringer, Joele Frank and Brunswick Group. JP Morgan and Morgan Stanley are providing debt financing, and are advised by Simpson Thacher & Bartlett and Gleiss Lutz.
Fortress Value Acquisition, a special purpose acquisition company sponsored by an affiliate of Fortress Investment Group, agreed to merge with MP Materials, a rare earth mining services provider, in a $1.5bn deal.
"This business combination and becoming a public company is a key milestone in MP Materials' mission to restore the full rare earth supply chain to the United States of America. Drew and the Fortress team share our vision that having a Western champion in rare earth magnetics is essential for the onshoring of jobs, national security, and a carbon-reduced future. To achieve our mission, we must be economically competitive and hold ourselves to the highest standards for the benefit of our investors, employees, communities, country, and the environment," James Litinsky, MP Materials Chairman and CEO.
MP Materials is advised by Morgan Stanley, Murray Devine, Sidley Austin, Simpson Thacher & Bartlett, Ellipses PR, Gasthalter & Co, and Sard Verbinnen & Co. FVAC is advised by Deutsche Bank, RBC Capital Markets, and Weil Gotshal and Manges.
Advent International to acquire Forescout Technologies, a provider of device visibility and control solutions, for $1.4bn. The purchase price represents a share price of $29 and it decreases the initial offer of $1.9bn. Advent will be joined by Crosspoint Capital Partners, a private equity investment firm focused on the cybersecurity and privacy industries, as a co-investor.
"We believe revising the terms of the previously announced transaction is the best path forward for Forescout because it removes the significant ongoing distraction of the pending litigation and delivers immediate and certain value to Forescout's shareholders. The Board of Directors unanimously recommends that shareholders tender their shares in support of the transaction," Theresia Gouw, Forescout Chair of the Board of Directors.
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.
Xact Data Discovery, an international provider of eDiscovery, data management and managed review services for law firms and corporations, agreed to acquire LightSpeed Legal, an eDiscovery services company. Financial terms were not disclosed.
"As we continue to expand business operations nationwide, adding LightSpeed Legal to the XDD family further bolsters our physical presence in the DC market. Having served the DC market for many years, the agile LightSpeed team, technology and services mix complements our mission to provide exemplary services to law firms, corporations and government agencies," David Moran, XDD President and COO.
Xact Data Disc is advised by Arbor Ridge Partners.
Property information and analytics provider CoreLogic has held firm on its rejection of an acquisition offer from Senator Investment Group and Cannae Holdings after meeting with the two investors.
It argued that the offer significantly undervalued the company, raised serious regulatory concerns, and was not of value to shareholders. But Senator and Cannae hit back by suggesting that CoreLogic was ignoring the interests of its shareholders, overstating its profit guidance, and raising a "smokescreen" of regulatory issues.
"Despite the Company's recent guidance update for 2020 and disclosure of financial projections for 2021 and 2022, Senator and Cannae have not revised their proposal to deliver appropriate value to our shareholders. We are open to continuing our dialogue, but we are focused on delivering superior shareholder value by executing on our plan," CoreLogic.
CoreLogic is advised by Sard Verbinnen & Co. Senator investment is advised by Cadwalader Wickersham & Taft. Canne Holding is advised by Trasimene Capital, Weil Gotshal and Manges, and Sloane & Company.
Advent International completed the $260m investment in Thrasio, an acquirer of Amazon third-party private-label businesses, valuing the company at $1bn.
"Thrasio is a leader in a $200bn, fast-growing and highly fragmented market. They're not just enhancing and accelerating e-commerce, they're helping to revolutionize it. We look forward to supporting Thrasio's continued growth through M&A and expansion into new channels and services," David Mussafer, Advent Managing Partner and Co-Chair of Global Executive Committee.
Apax Partners-backed Lexitas, a provider of technology-enabled litigation services, completed the acquisition of Lumen Legal, a legal staffing and outsourcing company. Financial terms were not disclosed.
"Lumen is an excellent fit with Lexitas, the addition of this acquisition to our platform is an important continuation of our strategic expansion plans. We can now seamlessly offer legal staffing, document review and commercial contracts outsourcing along with our other professional services to leading law firms and corporate legal departments nationwide. We look forward to working with the Lumen team as we accelerate our growth plans both organically and through future acquisitions in the legal talent outsourcing space," Gary Buckland, Lexitas CEO.
Creative Planning, a wealth management firm, completed the acquisition of Thun Financial Advisors, a provider of financial planning and investment management services. Financial terms were not disclosed.
"I and the Thun Financial Team are very excited to join Creative Planning to work together to bring integrated investing and financial planning to investors around the world. Creative Planning is among the few financial service companies willing to embrace the complexities of cross-border advising. That makes our firms a great fit," David Kuenzi, Thun Financial President.
Danaher's Water Quality platform, a water quality testing and regulating platform, completed the acquisition of Aquatic Informatics, a software solutions provider that address critical water data management and analysis challenges, from XPV Water Partners, a private equity firm. Financial terms were not disclosed.
"We are delighted to be joining the Danaher Water Quality platform. We're excited to join our new colleagues on the journey as we aspire to empower industry experts to make data-driven, smart decisions with timely water insights," Ed Quilty, Aquatic Informatics CEO.
Navistar International, a producer of International brand commercial trucks, proprietary diesel engines, and IC Bus brand school and commercial buses, agreed to acquire a minority stake in TuSimple, a self-driving technology company. Financial terms were not disclosed.
"We are honored to be partnered with Navistar. The investment in TuSimple and the partnership with Navistar marks an important milestone for our company. With the combined expertise of Navistar and TuSimple, we have a clear path to commercialize self-driving Class 8 trucks at scale." Cheng Lu, TuSimple President.
Core & Main, a US distributor of water, sewer and fire protection products, agreed to acquire Water Works Supply, a New Jersey-based waterworks distributor, serving industrial and municipal customers. Financial terms were not disclosed.
"This acquisition will allow us to expand our customer base in New Jersey and grow our reach to better serve customers throughout the state. We look forward to combining our teams and welcoming the folks at Water Works Supply into the Core & Main family upon closing the transaction," Jack Schaller, Core & Main President.
Lojas Americanas raises $1.47bn in share offering.
Brazilian retailer Lojas Americanas raised BRL7.87bn ($1.47bn) in a primary share offering, aiming at capitalizing its subsidiary B2W Companhia Digital and expanding its business, Reuters reported.
Lojas Americanas priced preferred shares at BRL34.5 ($6.4) each and common shares at BRL29.78 ($5.6), a 0.4% discount from closing prices.
Goldman Sachs unit buys stake in Permira. (FS)
A unit of Goldman Sachs has bought a stake in the private equity firm Permira, Reuters reported.
Permira will use the funds as a war chest to finance expansion in the private equity sector. The stake was below 10%, and valued Permira at more than $5.7bn.
The Goldman unit involved is Petershill, an arm that invests in alternative-investment firms.
Cirque du Soleil is set to accept the bid by lenders.
Cirque du Soleil Entertainment, which is restructuring under court protection in Canada, is poised to accept a recapitalization offer from a group of lenders, Bloombergreported.
The ad hoc committee of creditors, which represents holders of about $760m in Cirque debt, has been working on a “credit bid” that would see lenders inject at least $300m of new capital into the live performance company to eventually restart its shows. The offer will be formally presented to a committee of Cirque’s board Tuesday night.
Vista-backed Datto files confidentially for an IPO. (FS)
Datto, a developer of cloud-based data backup software, is moving ahead with an initial public offering that could come as early as this year, Bloombergreported.
Datto, which is owned by Vista Equity Partners, is trying to decide whether it should list its shares this year or in 2021. The company has filed confidentially for an initial public offering in which it could be valued at more than $1bn.
Aphria and Aurora merger talks failed.
Canadian cannabis producers Aphria and Aurora Cannabis considered a merger that would have created a C$3.5bn ($2.6bn) firm before talks broke down last week, Bloomberg reported.
The companies opted to step back from merger talks that took place over several weeks after failing to agree on board composition and compensation for some senior executives. It is not known if the two firms will revisit merger talks in the future.
Bed Bath & Beyond sees up to $450m from asset sales.
Bed Bath & Beyond expects to generate as much as $450m from asset sales as the home-goods retailer pursues a restructuring strategy to boost flagging sales, Bloombergreported.
The company is actively exploring divestitures in order to focus on growth opportunities in the home, baby, beauty and wellness businesses. It said it would look to sell “non-core” assets, but did not offer more detail.
The move would mark another step by the chain to overhaul its business and reverse weak sales and rising competition from discount chains and online merchants. Bed Bath & Beyond sold two portfolio brands this year and has been exploring the sale of its Christmas Tree Shops and Cost Plus World Market chains.
Silver Lake, an American multinational private equity firm, announced the concessions amounting to $300m to receive a green light for the sale of Global Blue, a strategic technology and payments company to special purpose acquisition company Far Point.
It was proposed that both Silver Lake and Global Blue do not issue a pre-transaction dividend $176m and that Silver Lake will convert c. $57m worth of preferred shares of a combined entity to ordinary shares favoring Far Point shareholders with more cash. Global Blue was also offered to receive a $75m funding facility.
Global Blue is advised by BNP Paribas, Barclays, PJT Partners, Kirkland & Ellis, Niederer Kraft & Frey, Simpson Thacher & Bartlett, and Brunswick Group. Third Point is advised by BakerHostetler. Far Point is advised by Bank of America Merrill Lynch, Barclays, Credit Suisse, JP Morgan, PJT Partners, Royal Bank of Canada, Bar & Karrer, Morgan Lewis & Bockius, Wolf Theiss, and Sard Verbinnen & Co. Debt financing is provided by BNP Paribas, Bank of America Merrill Lynch, Barclays, Credit Suisse, JP Morgan, Morgan Stanley, and Royal Bank of Canada.
Comtech Telecommunications’ $532m acquisition of Gilat Satellite Networks looks to be in trouble as Comtech has filed a complaint against Gilat alleging its business has taken a significant hit and taking issue with the restructuring of a Russian subsidiary.
The obstacle is fairly fundamental and sees Comtech filing a formal complaint against Gilat (in a Delaware court) which alleges that Gilat has taken “certain actions” which could result in the business being of less value to Comtech. The complaint further states that: “[a] precipitous decline in Gilat’s business since January 29, 2020″ may give it grounds to terminate its offer to acquire Gilat.
"Gilat intends to vigorously defend its position in connection with the claims raised by Comtech and all related matters. Gilat also intends to file counterclaimim against Comtech seeking, among other things, a declaration that Comtech cannot terminate the Merger Agreement and, if the merger is not consummated, Comtech should pay Gilat (on behalf of itself, its shareholders and optionholders) monetary damages (which are contractually uncapped) for all losses that Gilat and its shareholders and optionholders have suffered as a result of Comtech’s willful breaches of the Merger Agreement, which Gilat will assert amount to hundreds of millions of dollars,” Gilat.
Gilat is advised by Alnitak & Co, Jefferies & Company, Quilty Analytics, Naschitz Brandes Amir, and Comm-Partners. Comtech is advised by Goldman Sachs, Goldfarb Seligman & Co, and Proskauer Rose. Debt Financing is provided by BMO Harris Bank, Citigroup, Goldman Sachs, Israel Discount Bank of New York, M&T Bank, Regions Bank, and Santander. Legal advice to debt providers is provided by Sullivan & Cromwell.
Elanco Animal Health, a global animal health company, decided not to acquire Bayer's Canadian distribution rights to poultry insecticides to address Canada's Competition Bureau concerns over the $7.6bn acquisition the latter's animal health business.
To go forward with the deal, Elanco will also sell its product Osurnia and Bayer's feline dewormer Profender. CCB added that Elanco and Bayer's animal health business were each other's closest competitors in some markets segments in Canada, claiming the combined companies will reduce competition.
Elanco is advised by Duff & Phelps, Goldman Sachs, Hengeler Mueller and Paul Weiss Rifkind Wharton & Garrison. Duff & Phelps is advised by Davis Polk & Wardwell. Bayer is advised by Bank of America Merrill Lynch, Credit Suisse, Linklaters, PricewaterhouseCoopers, Sullivan & Cromwell and Finsbury.
Rostelecom, a digital service provider, agreed to acquire a 51% stake in Forkam, a software developer. Financial terms were not disclosed.
“Rostelecom has solidified its position of a leading provider of turnkey smart solutions in utility management. For a number of years, we have been supporting the Government of Moscow in the implementation of telemetry systems to control the transportation. The Forkam team and its software solutions have been a significant contributor to rendered services reconciliation, as well as data monitoring and transmission. The acquisition will support Forkam’s expansion across the country within Rostelecom’s similar projects," Anna Shumeiko, Rostelecom Senior Vice-President.
Delivery Hero is open to a deal with Rappi or Glovo.
Delivery Hero said it is holding regular discussions with other food delivery companies about potential deals, reflecting an industrywide rush toward consolidation.
Chief Executive Officer Niklas Ostberg said he is in constant dialog with peers, including Rappi and Glovo. "We are no longer in a position where we feel we have to do M&A, and we’d rather invest in our business. But of course, if good opportunities come up, then we won’t hesitate to take them," Niklas Ostberg.
Total looks for buyers of a stake in North Sea gas pipeline.
French energy company Total is seeking to sell its 25.7% stake in the Shearwater Elgin Area Line natural gas pipeline in the British North Sea, Reuters reported.
The sale could raise about $200m. Total has engaged in direct discussions with several interested parties in recent weeks.
Saudi bourse says derivative product to boost investment profile ahead of IPO.
Saudi Arabia’s bourse is committed to listing on the stock exchange and the launch of its first exchange-traded derivatives product will enhance its profile with foreign investors ahead of its flotation, Reuters reported.
Tadawul, which hired HSBC in 2016 to manage its planned IPO, initially targeted for 2018, had put its plans on hold due to oil giant Saudi Aramco’s record $29.4bn IPO at the end of last year.
CEO Khalid Al-Hussan said the launch on August 30 of the exchange-traded derivatives product, would also help deepen liquidity on the local equity market and enable it to compete regionally and globally.
EU antitrust regulators for the third time put on hold their investigation into Hyundai's $2bn acquisition of a Daewoo Shipbuilding & Marine Engineering, Reuters reported.
In December, the regulators claimed that the deal would create an entity holding over 20% of market share, which in turn could drive up prices in the shipping industry. Before this halt, EC paused their probe due to waiting for details and coronavirus-related issues.
KKR completed the investment in GreenCollar, an environmental markets platform. Financial terms were not disclosed.
"This acquisition is both a culmination of part of the development of our long term strategy and the beginning of the new phase of our growth with a virtually limitless horizon. KKR has already brought dynamism and capacity to exciting sustainability initiatives planned but not implemented until we found the right partner," Lewis Tyndall, GreenCollar Co-Founder and Non-Executive Director.
First companies obtain regulatory approval for IPOs under new ChiNext system.
Three Chinese companies have become the first to obtain regulatory approval to publicly list on Shenzhen’s start-up board ChiNext, after a recent reform aimed at fast-tracking IPOs, Reutersreported.
China introduced a US-style IPO system to the ChiNext a month ago, as part of efforts to reform the country’s stock markets and channel much-needed capital to innovative start-ups as the world’s second-largest economy recovers from the fallout of the coronavirus pandemic.
Three companies - Beijing FengShangShiJi Culture, Contec Medical Systems and LD Intelligent Technology - have met the conditions for IPOs on the ChiNext board of the Shenzhen Stock Exchange.
Shapoorji Pallonji in talks with Brookfield to raise $400m. (FS)
India’s Shapoorji Pallonji is in preliminary talks with Brookfield Asset Management to raise as much as $400m in structured debt to help repay maturing obligations.
The Mumbai-based conglomerate, controlled by billionaire Pallonji Mistry and his family, plans to use shares of unit companies as collateral against the borrowings.
Yingke Private Equity raises $286m. (FS)
Shanghai-based Yingke Private Equity has closed its latest renminbi-denominated fund with commitments of $286m, primarily from insurers and other financial institutions.
Shuqing Wu, a Yingke partner, said the firm provides customized product design services that meet the needs of large financial institutions.
Wavemaker Partners closes third fund at $111m. (FS)
Singapore and Los Angeles-based seed investor Wavemaker Partners has achieved the final close of its third Southeast Asian fund at $111m, exceeding its target of $100m.
Wavemaker hit the final close in June this year, following its first close in April 2019. The fund is anchored by Temasek, Pavilion Capital, the International Finance, Concentric Equity Partners and Vulcan Capital.
A total of 73 limited partners backed the vehicle, including a university endowment, institutional investors, family offices and HNWIs. Around 30% of the capital came from investors based in Southeast Asia.
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