AMERICAS
OceanFirst Financial, parent company of OceanFirst Bank, completed the merger with Two River Bancorp, a Tinton Falls, New Jersey bank, and Country Bank Holding, a New York State chartered commercial bank, in a $197m deal.
“We are pleased to start 2020 by welcoming the stockholders, customers and employees of Two River and Country Bank to our OceanFirst family. With the addition of these two high performing organizations and our organic commercial lending expansion in the New York and Philadelphia metropolitan areas, OceanFirst is well positioned to continue to grow our business throughout 2020. We look forward to delivering our exceptional banking services to the newest customers of OceanFirst Bank,” Christopher D. Maher, OceanFirst Chairman and Chief Executive Officer.
Country Bank Holding was advised by Sandler O'Neill + Partners and Luse Gorman. Two River was advised by Boenning & Scattergood and Stevens & Lee. OceanFirst was advised by Piper Jaffray and Skadden Arps Slate Meagher & Flom.
ConnectOne Bancorp, parent company of ConnectOne Bank, completed the acquisition of Bancorp of New Jersey, parent of Bank of New Jersey, for $113m.
“We continue to accelerate ConnectOne’s strategic focus on increasing client relationships and look forward to offering our new clients access to technological, financial solutions, an expanded product base, a broader network of locations across the New York Metro market, and access to talented bankers. Given our deep history in Bergen County and surrounding areas, we expect the conversion of Bank of New Jersey to ConnectOne Bank to be a smooth one. The conversion is scheduled to take place in May 2020, at which point Bank of New Jersey clients will be transitioned to the ConnectOne platform.” Frank Sorrentino, ConnectOne Chairman and Chief Executive Officer.
Bancorp of New Jersey was advised by Sandler O'Neill + Partners and Holland & Knight. ConnectOne was advised by Keefe Bruyette & Woods and Squire Patton Boggs.
Endeavor, an entertainment and sports content firm, completed the acquisition of On Location Experiences, a provider of experiential hospitality services, from NFL and private equity firm RedBird. Financial terms were not disclosed.
“We are excited to partner with Endeavor to grow On Location Experiences globally. We are committed to offering NFL fans unique and first-class experiences at our events. On Location shares this commitment and delivers value for its partners and delights fans at events around the world,” Roger Goodell, NFL Commissioner.
On Location Experience was advised by Paul Hastings. Endeavor was advised by The Raine Group and Latham & Watkins. NFL was advised by Ropes & Gray.
Avon Rubber, a British company that specializes in the engineering and manufacturing of respiratory protection equipment, completed the acquisition of the ballistic-protection business of 3M, an American multinational conglomerate corporation operating in the fields of industry, worker safety, health care, and consumer goods, for $116m.
"The acquisition of 3M's ballistic-protection business is an important strategic step for Avon Protection. The combination of the Business and Avon Protection will significantly strengthen our technology and our personal protection product offering to an enlarged customer base, thereby accelerating the long-term growth prospects for the group," Paul McDonald, Avon Rubber Chief Executive Officer.
Avon Rubber was advised by Rothschild & Co, White & Case, and MHP Communications. 3M was advised by William Blair & Co.
Delta Air Lines, a US airline operator, completed the acquisition of a 20% stake in Latam Airlines, Latin America's airline group, for $1.9bn. Delta invested $1.9bn for a 20% stake in LATAM through a public tender offer at $16 per share, funded principally with newly issued debt and available cash. Delta will also invest $350m to support the establishment of the strategic partnership. Delta will acquire four A350 aircraft from LATAM and has agreed to assume LATAM’s commitment to purchase 10 additional A350 aircraft to be delivered beginning in 2020 through 2025, supporting Delta’s ongoing fleet transformation.
"We look forward to working with LATAM to create a truly world-class partnership that will give our customers unparalleled access throughout the Americas. Equity investments like this help create alignment within our partnerships as we bring together our brands, enabling us to provide the very best service and reliability for our shared customers," Steve Sear, Delta President.
Latam was advised by Cleary Gottlieb Steen & Hamilton. Delta was advised by Sullivan & Cromwell.
Sonoco, a global packaging company, completed the acquisition of Thermoform Engineered Quality and Plastique Holdings, global manufacturers of thermoformed packaging serving healthcare, medical device, and consumer markets, from ESCO Technologies, a manufacturer of highly engineered filtration and fluid control products, for $187m.
“The fast-growing healthcare packaging space is a key area of growth for Sonoco, and with the addition of TEQ, we now have a suite of products and services available to become a much larger supplier to healthcare and medical device manufacturers,” Rob Tiede, Sonoco President, and CEO.
ESCO was advised by Stifel and Bryan Cave Leighton Paisner.
Reliance Steel & Aluminum, the metals service center company, completed its acquisition of Fry Steel Company, which manufactures long bar stock metal products. Financial terms were not disclosed.
“Fry Steel is very well-respected in the metals industry and is known for stocking hard-to-find items as well as providing exceptional customer service and next day delivery. We have admired Fry Steel for many years and are excited to welcome them into the Reliance Family of Companies. Fry Steel’s focus on specialty products and quick turn, small order sizes aligns well with our business model and our strategy of investing in high quality, high margin businesses. I would like to personally thank Steve Fry for his dedication over the past 50 years in building such a successful and well-respected company,” Jim Hoffman, Reliance President, and Chief Executive Officer.
Reliance was advised by Addo Investor Relations.
Textainer Group, a lessor of intermodal containers, completed the acquisition of Leased Assets Pool Company, which owns a fleet of approximately 163k twenty-foot equivalent units of intermodal containers, for $192m.
"We are very pleased with this acquisition which is in line with our strategy of focusing on our core container leasing business and bottom line. This acquisition of a large and seasoned portfolio of containers we already manage allows us to allocate Capex which will generate immediate contribution to our bottom line while minimizing risks normally associated with external fleet purchases," Olivier Ghesquiere, Textainer Group President and Chief Executive Officer.
Darling Ingredients, an animal food manufacturing company, completed the acquisition of a remaining 50% stake in EnviroFlight, an animal and plant nutrient product manufacturer, from Intrexon, a biotechnology company. Financial terms were not disclosed.
"We look forward to working more closely with Darling Ingredients to realize the considerable promise of insect bioconversion to offer solutions that meet this goal," Liz Koutsos, EnviroFlight President.
Tighe & Bond, which provides engineering and consulting services, is set to acquire Halvorson Design, a Boston-based firm providing professional landscape architectural, site planning and urban design services. Financial terms were not disclosed.
“Over the years, our firms have successfully collaborated, revealing synergies in our respective company cultures and the outstanding work provided to clients. We quickly recognized our two highly accomplished firms were complementary on many levels, and together, we would be a better, stronger firm. Both firms agreed that joining forces would benefit clients across the Northeast and provide new opportunities for employees,” Robert Uhlig, Halvorson Design President, and CEO.
Amedisys, a health, hospice and personal care company, completed the acquisition of Asana Hospice, a hospice care service provider. Financial terms were not disclosed.
As a result of the acquisition, Amedisys adds eight locations in Pennsylvania, Ohio, Texas, Missouri, and Kansas to its hospice network, the third-largest in the country.
"I’m delighted to officially welcome Asana Hospice to our family of caregivers. Our strengthened team can now provide the gift of hospice to more patients in more places, enabling them to live each day to its fullest and supporting their families with compassion and grace," Paul Kusserow, Amedisys President and CEO.
IMG, a technology manufacturing business, agreed to acquire Altair Technologies, a manufacturer of special industry machinery. Financial terms were not disclosed.
"We are enthusiastic about the addition of Altair to the IMG platform. With Altair now joining Applied Fusion and IMG in this complementary and vertically integrated platform, we look forward to realizing synergies and serving our customers with a broad range of highly differentiated value-added services and world class manufacturing capabilities, together with our continuing commitment to the highest quality standards," Kam Pasha, IMG CEO.
EMEA
Austrian sensor maker AMS secured a 59.9% stake in German lighting group Osram, reaching a 55% minimum threshold but falling short of a 75% hurdle needed to tap Osram’s profits, Reuters reported.
Hedge funds bought up a substantial Osram stake and refused to tender their shares, speculating instead that AMS will launch a squeeze-out offer at a higher price at a later point.
During the final two-week extended offer period, which ended on December 24, Osram’s share price was trading above the €41 ($46) AMS offer price, leading investors to sell shares on the open market rather than tendering shares to AMS.
Osram is advised by Lazard, Perella Weinberg Partners, Freshfields Bruckhaus Deringer, Gleiss Lutz, and Hengeler Mueller. AMS is advised by PwC, Bank of America Merrill Lynch, HSBC, UBS, Herbst Kinsky, Linklaters, Allen & Overy, Schellenberg Wittmer, and Brunswick Group. Bain Capital is advised by Credit Suisse, Goldman Sachs, JP Morgan, Macquarie Group, Kirkland & Ellis, Camarco, and FTI Consulting.
Allianz, one of the world's biggest insurers and asset managers, completed the acquisition of Legal & General's German insurance unit for £242m ($305m). Legal & General is one of the UK's financial services groups and a major global investor.
"This is a good outcome for all the parties involved, and acquiring a high-quality business with 2m customers to combine with the LV General Insurance business is a strong result. The Allianz Group has worldwide insurance experience, is robustly capitalized and has a strong reputation for customer service, and these strengths will be applied to grow the business," Jon Dye, Allianz UK CEO.
Allianz was advised by Bank of America Merrill Lynch and Slaughter & May. Legal & General was advised by Aon Securities, Fenchurch Advisory Partners, Clifford Chance, and Tulchan Communications.
Scandinavian Tobacco Group, a manufacturer of cigars and traditional pipe tobacco, completed the acquisition Royal Agio Cigars, an European cigar company, from Highlands Beheer, the holding company of the Royal Agio Cigars group of companies, for €210m ($232m).
“I am very pleased that we have completed the acquisition of Royal Agio, which significantly strengthens our position in several key machine-made cigar markets in Europe and enables us to deliver an even more attractive range of cigars of the highest standards to our consumers,” Niels Frederiksen, Scandinavian Tobacco Group CEO.
Scandinavian Tobacco Group was advised by PwC, Kromann Reumert, and Van Doorne. Highlands was advised by Rothschild & Co.
KKR-backed Hyperion, a global materials science company, completed the acquisition of Arno Friedrichs Hartmetall, a global solutions provider in premium cemented carbide blanks used in the manufacture of high precision rotary cutting tools for drilling and milling applications. Financial terms were not disclosed.
"We are looking forward to the benefits of collaboration across sales, product development, and manufacturing. This partnership greatly expands our global footprint, creating the opportunity to introduce our industry-leading products to more markets while ensuring we can provide even better support to our existing clients," Ralf Greifzu, AFC General Manager.
Hyperion was advised by Deloitte, UBS, and Latham & Watkins.
Cellnex Telecom, an operator of wireless telecommunications infrastructure, is set to acquire OMTEL, a telecommunications infrastructure provider, from telecommunication company Altice Europe and Morgan Stanley Infrastructure Partners for $892m.
The acquisition comprises the rollout of 400 sites in the next 4 years. The timing of the operation further coincides with the imminent arrival of 5G which, as in the other markets in which Cellnex operates.
“With OMTEL, we are not only integrating one of the leading independent telecommunications infrastructure operators in Portugal. We are also committing to the consistent growth in Europe, incorporating the eighth market," Tobias Martínez, Cellnex CEO.
Italy's Agnelli family-backed CNH Industrial hopes a slit of the business into two units would drive consolidation across its sectors. CNH is set to spin out Iveco, Iveco Bus, and the Heuliez Bus units, as well as its power train business, in an "On Highway" division, which has combined revenues of about $13bn. The tractor, agricultural, and construction equipment arm with the combined revenue of $16bn would be consolidated into "Off Highway" division.
"One of the reasons why we create two pure plays, one an off-highway, one an on-highway, is, of course, to be able to contribute to industry consolidation actively. Whether we're going to be the consolidator or consolidatee remains to be seen." Hubertus Mühlhäuser, CNH CEO.
Allianz, one of the world's biggest insurers and asset managers, completed the planned acquisition of the remaining 51% of the LV General Insurance Group, an insurance provider, from Liverpool Victoria Friendly Society for $717m.
“This is an exciting day for LV GIG, and we’re very happy to now be part of Allianz and have our colleagues from L&G GI also join us. For the last few years, we’ve worked incredibly hard to make LV the brand it is today and, although we’ve achieved an incredible amount, I believe that with the backing of Allianz and L&G GI being part of our business, the best is truly yet to come. I’m excited to see what the future brings,” Steve Treloar, LV GIG CEO.
Redx Pharma in discussions over a possible bid.
Drug discovery and development firm Redx Pharma is in advanced talks over a possible cash offer from an investor group led by biotech industry figure Sam Waksal. Financial terms were not disclosed.
"As we have previously disclosed, the Board has been in active discussions with shareholders and third-party healthcare specialist investors regarding longer-term funding of Redx. We have been encouraged by these discussions, and one investor group has indicated that ongoing discussions could lead to a possible cash offer for the company," Iain Ross, Redx Chairman.
Attis Oil & Gas shares suspended ahead of a possible acquisition.
Attis Oil & Oil signed a binding memorandum of understanding to acquire an undisclosed North American-focused oil & gas company. As a result of the proposed deal, which would be considered a reverse takeover of Attis under AIM rules, shares in Attis have been suspended from trading.
Attis agreed to outline a detailed transaction structure with the unnamed target company. This includes various conditions such as mutual due diligence and shareholder approval and Attis having enough cash to put towards the deal.
"The proposed transaction is designed to bring to the company an experienced management and technical team and prospective assets. The company expects to dispose of all assets that are deemed non-core, including its Fort Worth field, potentially triggering the requirement for shareholder approval pursuant to AIM Rule 15. If required, a circular to shareholders requesting approval for the disposal will be posted in due course," Attis.
APAC
China halts British stock link.
China temporarily blocked planned cross-border listings between the Shanghai and London stock exchanges because of political tensions with Britain, Reuters reported.
Suspending the Shanghai-London Stock Connect scheme casts a shadow over the future of a project meant to build ties between Britain and China, help Chinese firms expand their investor base and give mainland investors access to UK-listed companies.
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