EMEA
Danish logistics group DSV sweetened its offer for Panalpina to $4.3bn, with a tug of war escalating over the Swiss company as it weighs a separate deal with Kuwait's Agility Group.
DSV raised its bid for Panalpina to CHF180 per share in cash last week from the previous cash-and-shares offer worth around CHF170. DSV went public with its raised offer after Panalpina and Agility Group announced a possible tie-up.
"The revised all-cash offer was made in response to feedback received from Panalpina and included certain commitments to be specified toward Panalpina's employees and the Panalpina heritage," DSV said.
UBS advised Panalpina. Goldman Sachs advised Ernst Göhner Foundation.
Scout24, a leading operator of digital marketplaces specialising in real estate and automotive sectors in Germany and other selected European countries welcomes a €4.9bn ($5.7bn) takeover offer from private equity firms Hellman & Friedman and Blackstone.
Hellman & Friedman and Blackstone had submitted a joint Takeover Offer to Scout 24's shareholders of €46 ($52) per share, ca. 27.4% premium to the unaffected share price of €36.1 ($40.72) on December 13, 2018. The Takeover Offer will be subject to a minimum acceptance threshold of 50% plus one share. Furthermore, the Takeover Offer will be subject to a market MAC and other customary conditions, in particular, merger control clearance.
"We believe this is an attractive offer with a substantial premium, high transaction certainty and a strategic value-add for the company." Hans-Holger Albrecht, Scout24 Chairman.
Morgan Stanley, Citigroup, Allen & Overy and Gleiss Lutz advised Scout24. Latham & Watkins advised Hellman & Friedman and Blackstone.
Salini Impregilo presented an offer to invest in Astaldi. The SI Offer will support Astaldi's proposal to be submitted to the Court of Rome with the objective to be admitted to the relative creditors' procedure. The Proposal envisages, among others, a cash capital increase equal to €225m ($254m) for 65% of Astaldi (after the capital increase), reserved to Salini Impregilo, which would result in Salini Impregilo taking a controlling stake in Astaldi following the completion of the creditors' procedure.
The transaction represents an opportunity to create one of the leading global EPC operators with a combined EPC order book of c. €33bn ($37.3bn) and more than 45k employees. The complementarity of their geographical and sectorial presence would strengthen the international position and the improvement of the risk profile of the combined group, with subsequent commercial and operational synergies deriving from the development of their respective commercial and technical capabilities.
Thomas Cook hired three banks to sale airline.
According to Reuters, Thomas Cook has enlisted Credit Suisse, Morgan Stanley and Bank of America Merrill Lynch to explore the possible sale of its airline business.
The holiday company this month said it was willing to sell its profitable airline business to fund its fightback from losses racked up in 2018. Thomas Cook's airline, which fared much better last year than the tour operator business, consists of Germany's Condor and British, Scandinavian and Spanish divisions.
The report said that the enterprise value of the airline would be around £500-600m ($644-773m), a little more than the current market value of the whole company. Lufthansa, Ryanair and easyJet were all vying for bits of the airline business, but that no one wanted the entire unit, and that Thomas Cook had an ageing fleet which would need a massive investment program to replace it.
Italy to raise Telecom Italia stake with plans for a single network.
Italy's state lender CDP decided to raise its stake to 10% in Telecom Italia, a move that could pave the way for a possible merger of the phone group's fixed-line network with that of smaller rival Open Fiber.
Board of Cassa Depositi e Prestiti, which already has a 5% stake in Telecom Italia, approved the purchase of additional shares but gave no further details. CDP could raise its stake to up to 10% in the next 12 months. CDP also has a 50% stake in Open Fiber, a TI rival which is building an ultrafast fiber broadband network in the country, and the planned stakebuilding could lead to further cooperation between the two companies.
The company has been caught up since early last year in a tug-of-war between shareholders French media group Vivendi and activist fund Elliott over how to revive Italy's biggest phone group, an underperforming business saddled with €25bn ($28.7bn) of debt.
Premier Foods calls off sale of Ambrosia custard unit.
Premier Foods scrapped plans to sell off its Ambrosia custard brand, blaming the current business climate. The group put the unit up for sale last year as it came under pressure from activist investor Oasis. However, it has since parted company with chief executive Gavin Darby, who ordered the sale.
Premier said on Friday: "A number of parties expressed interest in the business, and since the new year the company has been engaged in detailed discussions with a small group of potential buyers. The board has concluded that in the present business climate the process will not result in a satisfactory financial outcome. As a result, these discussions have now concluded."
The firm has been looking to boost its performance and slash its £500m ($641m) debt.
HNA cuts stake in Deutsche Bank to 6.3%.
Chinese conglomerate HNA has cut its stake in Deutsche Bank to 6.3%, according to a SEC filing. That marks a reduction from 7.64% of voting rights reported in the most recent filing in Germany.
HNA, even with the reduced holding, would remain one of the largest shareholders in Germany's largest lender.
AMERICAS
Apollo Global Management agreed to buy a majority interest in Cox Media Group's broadcast television stations, including the company's radio, newspaper and TV properties in Ohio from Cox Enterprises. Cox Enterprises will maintain a minority stake and will join the Apollo Funds in forming a new company to operate these stations. While Apollo and Cox did not disclose financial terms, the transaction was rumoured to be around $3bn.
"We are extremely excited for our funds to acquire a majority interest in Cox Media Group's broadcast television stations and are humbled by Cox Enterprises' decision to entrust us to steward these stations and carry on the Cox legacy. We have an extraordinary amount of respect and admiration for the journalistic integrity, news quality, and commitment to community across Cox Media Group's broadcast stations," said David Sambur, Senior Partner at Apollo. "We look forward, in collaboration with Cox Enterprises, to supporting the high standards to which each station operates and contributing to the platform's future growth and prosperity."
The transaction is subject to customary regulatory review and closing conditions.
Barclays, Moelis & Co, BDT & Co, Eversheds Sutherland and Covington & Burling advised Cox. RBC Capital Markets, Guggenheim Partners, LionTree Advisors, Paul, Weiss, Rifkind, Wharton & Garrison and Greenberg Traurig advised Apollo.
According to Reuters, Starboard Value, a NY based hedge fund, asked a proxy solicitor to probe the level of support among Bristol-Myers Squibb shareholders for $74bn deal to buy Celgene. The acquisition would be the biggest pharmaceuticals deal ever and would unite two major sellers of cancer drugs.
Starboard has not decided whether it would oppose the Celgene deal, the report said. The fund, run by Jeff Smith, may take no action. Bristol-Myers shareholders will vote on the Celgene deal in April. While Celgene shares are pricing in some uncertainty over whether it will be completed, no major Bristol-Myers shareholder has voiced opposition publicly to the deal so far.
Citigroup, JP Morgan, Simpson Thacher & Bartlett and Wachtell Lipton Rosen & Katz advise Celgene. Bank of Tokyo Mitsubishi, Morgan Stanley, Dyal, Evercore, Morgan Stanley, Kirkland & Ellis and Joele Frank advise Bristol-Myers Squibb.
Coty formed a special committee to evaluate shareholder JAB Holding's offer to raise its stake in the cosmetics maker to 60%. The board will not move forward with approving or recommending the offer or any other transaction with the German conglomerate unless the special committee approves it. The panel will consist of three independent directors.
The private holding company of Germany's Reimann family, which is already the largest shareholder in Coty with a 40% stake, earlier this week offered a premium of about 21% to buy out some minority shareholders.
Skadden Arps Slate Meagher & Flom advised JAB Holding.
Encana Corporation has completed its acquisition of Newfield Exploration Company, an independent energy company engaged in the exploration, development and production of crude oil, natural gas and natural gas liquids, worth approximately $5.5bn, in an all-stock transaction.
"This acquisition creates North Americas premier resource company with large-scale positions in the core of the Permian, Anadarko and Montney," said Doug Suttles, Encana President & CEO. "Our multi-basin portfolio provides tremendous investment optionality to deliver liquids growth and free cash flow to support the continued return of capital to shareholders. We welcome the team from Newfield to Encana," he added.
Goldman Sachs, JP Morgan, Davis Polk & Wardwell, Kirkland & Ellis, Wachtell Lipton Rosen & Katz and Scotiabank advised Newfield Exploration. Citigroup, Credit Suisse, TD Securities, Blake Cassels & Graydon and Paul Weiss Rifkind Wharton & Garrison advised Encana.
The transaction, which was first announced on 28 August 2018, closed following receipt of regulatory approvals and the approval of Aspen's shareholders.
Under the terms of the previously announced agreement and plan of merger, the Apollo Funds have acquired all of the outstanding ordinary shares of Aspen for $42.75 per share in cash, representing an equity value of approximately $2.6 billion. Aspen is now wholly owned by the Apollo Funds, and Aspen's ordinary shares have ceased trading on the New York Stock Exchange and the Bermuda Stock Exchange with effect from 15 February 2019.
Alex Humphreys, Partner at Apollo, says: "We are excited for our funds to be acquiring Aspen as it embarks on the next chapter of its development. We are delighted to be working with Mark again following our successful investment together in Brit Insurance. Mark has a long and successful track record in the insurance sector and we believe he is ideally placed to lead Aspen through a period of transition to substantially improved profitability. We look forward to working with him and Aspen's talented management team to drive value creation over the coming years."
Citigroup, Willis Towers Watson, Libero Ventures and Sidley Austin advised Apollo. Goldman Sachs, JP Morgan, Sullivan & Cromwell and Willkie Farr & Gallagher advised Aspen.
Eli Lilly completed its acquisition of Loxo Oncology. The acquisition broadens the scope of Lilly's oncology portfolio into precision medicines through the addition of a pipeline of highly selective potential medicines for patients with genomically defined cancers.
Lilly's tender offer for all outstanding shares of common stock of Loxo Oncology, for $235 per share in cash, expired on Thursday, February 14. As of the expiration of the tender offer, over 26m shares of Loxo Oncology common stock were validly tendered and not properly withdrawn, representing approximately 84.6% of the shares of Loxo Oncology common stock outstanding, and have been accepted for payment under the terms of the tender offer. Following completion of the tender offer, Lilly completed the acquisition of Loxo Oncology through the previously-planned second-step merger.
"We are pleased to announce the completion of our acquisition of Loxo Oncology, which will expand the breadth of our portfolio into precision medicines and target cancers that are caused by specific gene abnormalities," said Anne White, president of Lilly Oncology. "We look forward to working with the Loxo Oncology team and continuing to rapidly advance this pioneering scientific innovation and improve the lives of people with cancer."
Goldman Sachs and Fenwick & West advised Loxo Oncology. Deutsche Bank and Weil Gotshal and Manges advised Eli Lilly.
Bayer acquired Vitrakvi rights from Eli Lilly's Loxo.
German drugmaker Bayer took full control of Vitrakvi, a drug used against a variety of cancers driven by a rare genetic mutation, in a deal with Eli Lilly's Loxo Oncology. Bayer said it exercised a right to gain exclusive licensing rights for the global development and commercialization of Vitrakvi, also known as larotrectinib, under a clause in the initial collaboration deal with Loxo Oncology that provided for Loxo becoming a takeover target.
Bayer clinched the initial Vitrakvi deal in November 2017, about a year before the drug eventually won US regulatory approval, marking a bright spot in Bayer's development pipeline which has suffered some setbacks. Financial terms such as the initially agreed upfront payments to Loxo as well as milestone payments for development achievements remain unaffected, said a Bayer spokeswoman.
The option was triggered by the acquisition of Loxo Oncology by Eli Lilly and Company which became effective today. Eli Lilly agreed to buy Loxo for $8bn in January.
Amazon leads $700m investment in Rivian.
Amazon led an $700m equity investment in Tesla rival Rivian Automotive. The endorsement from Amazon will boost Rivian's plans to bring an electric truck to market by the end of 2020. Rivian remains in negotiations with General Motors regarding the largest US automaker making an investment or collaborating another way.
"We will bring on additional partners, but less because of capital reasons and more because of a need to have strategic relationships as we scale towards our broader vision," Rivian's CEO, RJ Scaringe, said ahead of the announcement.
Rivian has raised over $1.1 billion until the current time. Rivian's existing financial backers include Saudi auto distributor Abdul Latif Jameel, Sumitomo Corp and Standard Chartered Bank.
Last week Amazon invested $530m in self-driving car startup Aurora Innovation.
Berkshire trims Apple stake, adds Suncor and Red Hat, exits Oracle. (FS)
Warren Buffett's Berkshire Hathaway cut its stake in iPhone maker Apple, though none of the selling was Buffett's, and added positions in Canada's Suncor Energy and software company Red Hat. Berkshire also appeared to have shed a $2.1bn stake in database software company Oracle after having first disclosed it in November. It is rare for Berkshire, which owns some stocks for decades, to unwind an investment so fast.
The changes were disclosed in a Thursday regulatory filing detailing Berkshire's US-listed stock portfolio as of Dec. 31, which shrank $38bn in the quarter to $183.1bn amid a broad selloff in stocks.
Thursday's filing includes investments by Buffett and his portfolio managers Todd Combs and Ted Weschler but does not say who bought and sold what.
Ford and VW in talks for $4bn autonomous car JV.
According to Bloomberg, Ford and Volkswagen are progressing toward a potential agreement to join forces on self-driving cars and have overcome earlier obstacles. Breakthroughs in the deliberations include a possible framework for Volkswagen to work with and invest in Argo AI, the Ford-backed autonomous-vehicle startup. The automakers discussed an approximate valuation of $4bn for the company, the report said.
A partnership on autonomous technology would build on a deal sealed in January to jointly produce commercial vehicles. Volkswagen, the world's largest automaker, and Ford would create a global colossus in the self-driving space to take on the likes of Alphabet's Waymo and GM's Cruise unit.
APAC
Jet Airways approved rescue deal to plug $1.2bn funding gap.
With debts of more than $1bn, Jet has struggled over the last year as competition intensified, the Indian rupee depreciated and high oil prices hurt margins. The airline said in a regulatory filing that its board had approved the rescue deal by the lenders, led by State Bank of India, which includes an equity infusion, debt restructuring and the sale or sale and leaseback of aircraft.
Vinay Dube, CEO, Jet Airways said, "We are indebted to our employees who, despite our interim challenges, have worked tirelessly to ensure the highest levels of operational reliability and customer services for our guests, in line with our core values. We are also grateful to our guests for their continued support and words of encouragement which have been a source of inspiration and strength for us." "Jet Airways continues to make steady progress on its operational and financial turnaround and with today's approval of the Bank led Provisional Resolution Plan by the Board of Directors of the Company, we remain confident of delivering a more strategic, efficient and financially viable airline."
Blackstone to acquire 50% interests in three Asia shopping centers from Taubman Centers for $480m. (FS)
Taubman Centers agreed to sell 50% of Taubman Asia's interests in three Asia-based shopping centers to funds managed by Blackstone. Blackstone will be making this investment through its Asia Core+ real estate investment unit. The interests are valued at $480m. The transactions are subject to customary closing conditions and are expected to close throughout 2019.
"We are delighted to announce this agreement with Blackstone. It's consistent with Taubman's history of recycling capital for growth, once value is created from development projects," said Robert S. Taubman, chairman, president and chief executive officer. "We think Blackstone will be a valuable strategic partner that can help us grow our platform in Asia."
JP Morgan advised Taubman Centers. Simpson Thacher & Bartlett advised Blackstone.
JD.com among six firms to invest $350m in China Railway unit.
According to DealStreetAsia, China's national railway operator sold a 15% stake in one of its units for CNY2.4bn ($350m) to a group of six firms including JD.com's logistics arm and Dongfeng Motor, in the latest implementation of the country's mixed-ownership reforms.
Beijing has been trying to bring private-sector investment and management into state-owned companies to enhance their efficiencies and competitiveness. It has so far carried out such reforms in industries like aviation and telecommunications.
China Railway said on its official WeChat account on Friday that Dongfeng Motor, BAIC Motor, CRRC Corp, JD Logistics, Global Logistics Properties and China International Marine Containers bought the 15% stake in its unit, China Railway Special Cargo Services. It did not specify how the 15% stake was divided up between the six firms but added that the deal could eventually aid plans for CRSCS to go public.
Alibaba took 8% stake in the Chinese video platform Bilibili.
According to Reuters, Alibaba Group Holding has bought an 8% stake in Chinese video platform Bilibili. Alibaba's e-commerce retail arm, Taobao, will own 24m shares in Bilibili, one of China's leading online video sharing and entertainment platforms which listed on Nasdaq in March.
Earlier in December, the two sides announced they had entered into a business collaboration agreement, under which Bilibili and Taobao were expected to develop a dynamic ecosystem that would better connect creators, merchandise and users on both platforms.
"I believe our cooperation can further unleash Bilibili's commercial potential. I hope our collaboration will bring the creativity of the young Chinese to the world," said Jiang Fan, vice president of Alibaba Group and President of Taobao.
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