Daily Review

Hosking Partners, Flybe’s largest shareholder with an 18.72% holding, urged the airline to remove Chairman Simon Laffin and investigate its cut-price sale to a consortium consisting of Virgin Atlantic, Stobart Group and Cyrus Capital. Earlier this month, Flybe, a British airline, agreed to be bought for £2.2m ($2.8m), a 94% discount to the stock’s closing price a day before the sale announcement.

Laffin, who previously worked in senior positions at Safeway, Aegis Group, Mitchells & Butlers and Northern Rock, has chaired Flybe for more than five years.

Flybe Group was advised by Evercore and Bryan Cave Leighton Paisner. Stobart Group was advised by Barclays and Hill Dickinson. Cyrus Capital was advised by Morgan Lewis & Bockius. Virgin Atlantic was advised by Rothschild, Herbert Smith and FTI Consulting.

 

CMA CGM, a French container transportation and shipping company, made a $1.7bn takeover bid for CEVA Logistics, a global logistics supply chain company in both freight management and contract logistics. CMA CGM currently holds 50.6% of CEVA, made up of around 33% of CEVA’s shares, plus derivatives.

Xavier Urbain, CEO of CEVA, said: "I am proud to be putting the whole organization on track to accelerate our transformation and turnaround action plan in the next three years and beyond. This can be achieved by a combination of our commercial and sales focus, cross-selling with CMA CGM customers, our own productivity actions, the integration of CMA CGM Logistics within CEVA and sharing resources with CMA CGM in the field of non-strategic procurement and administrative functions."

 

CMA CGM was advised by BNP, Bank Vontobel, Goldman Sachs, HSBC, Messier Maris & Associes and Societe Generale.

 

Bridgepoint acquired water technology firm Miya from Arison Investments, the investment arm of US-Israeli billionaire Shari Arison, for $260m. 

Miya was founded by Arison in 2008 to provide water technology solutions, focusing on increasing efficiency in urban water systems. Arison has been gradually selling off assets in Israel. Last year she sold control of construction group Shikun & Binui to businessman Naty Saidoff for $299m.

 

Indonesian oil and gas group Medco got an extension to Jan. 31 to make a firm takeover offer for Ophir Energy, an oil and gas exploration and production company based in London, or walk away. The companies have recently been negotiating a 55 pence per share offer. Earlier this month, Ophir rejected Medco’s $437m potential buyout offer based on 48.5 pence per share saying it undervalued the company and that Medco had initially mooted 58 pence per share.

 

Ophir Energy is being advised by Investec, Morgan Stanley and Brunswick Group. PT Medco is being advised by Standard Chartered Bank and Tulchan Communications.

 

Abu Dhabi Commercial Bank’s chairman and chief executive will fill the top positions within the company to be created after the merger with Union National Bank and Al Hilal Bank. ADCB is the largest bank within the three-way tie-up, which could form a bank with around $113bn in assets and become the third-largest lender in the United Arab Emirates after First Abu Dhabi Bank and Emirates NBD.

Eissa Mohamed al Suwaidi, chairman of ADCB, will take the same post at the new bank, with Ala’a Eraiqat, ADCB’s chief executive, assuming the role of CEO. 

 

According to a Financial Times report, AB InBev, a multinational drink and brewing holdings company, is looking to raise $5-10bn by selling a stake in its Asian business in order to cut the company’s debt. AB InBev's current debt stands at $109bn, a result of the company’s tactic of doing debt-fuelled acquisitions followed by ruthless cost-cutting to pay for the next takeover. Uncertainty surrounding the firm’s financial situation led to a stock price decline of about 40% last year.

AB InBev’s biggest shareholders— tobacco group Altria, Colombia’s Santo Domingo family, the three Brazilian founders of 3G Capital, a Brazilian-American multibillion-dollar investment firm, and a group of Belgian families remain supportive to the company’s debt-cutting plans.

Alternatively to divesting some of its assets, AB InBev could simply wait for a few years to generate cash to reduce debt: free cash flow is forecast to be $9.2bn for 2018, and $11.8bn in 2019, according to Bloomberg.

 

The Finnish government’s investment arm Soliudium raised its stakes in both telecom equipment maker Nokia and in crane maker Konecranes. Solidium said it had acquired shares in Nokia for €95m ($108m), increasing its holding to 3.7% from 3.3% and shares in Konecranes for €29m, increasing its holding to 7.4% from 6.2% in the latter half of 2018.

In March 2018, Solidium spent about €844m ($962m) to build its earlier 3.3% stake in Nokia to strengthen national influence over the telecom network gear maker.

 

German airlines group Lufthansa said it held talks regarding an acquisition of a majority stake in ailing Italian carrier Alitalia and would be interested in a full takeover in the long run. Alitalia, which was put under special administration in 2017, would remain operationally independent within the Lufthansa group, with its own brand.

Lufthansa is only prepared to buy in if Alitalia first undergoes a major round of job cuts under state administration and if it gets full control without co-ownership by the Italian government.

 

German conservative Manfred Weber, leader of the European People’s Party in the European Parliament, said that the 2016 $5bn purchase of German robotics maker Kuka by China’s Midea showed that it was necessary to protect European firms.

The comments come after Germany agreed on new rules in December to lower the threshold for screening and even block purchases of stakes in German firms by non-Europeans, in a move to fend off unwanted takeovers by Chinese investors in strategic areas.

 

David Crane, former chief executive of US power company NRG Energy, will exercise the voting rights for Russian bank VTB’s stake in EN+, a leading vertically integrated aluminum and power producer, as part of the agreement for the United States to waive sanctions against the company previously controlled by Oleg Deripaska.

Russian tycoon Deripaska has agreed to reduce his stake in London-listed EN+ to 44.95% from 70% and assign any voting rights above 35% to a voting trust formed by US independent trustees D. J. Baker, David Crane, Arthur Dodge and Jersey-based Ogier Global Nominee.

Entegris, a provider of products and systems that purify, protect, and transport critical materials used in the semiconductor device fabrication process, acquired Versum Materials, which specializes in delivery equipment for the semiconductor industry, for $4bn.

Under the terms of the agreement Versum Materials stockholders will receive 1.120 shares of Entegris for each existing Versum Materials share. Upon completion of the merger, Entegris stockholders will own 52.5% and Versum Materials stockholders will own 47.5% of the combined company. The combined company will retain the Entegris name and will be headquartered in Billerica, Massachusetts, and will maintain a strong operational presence in Tempe, Arizona.

Versum Materials President and Chief Executive Officer, Guillermo Novo said: “This merger will create greater benefits and growth opportunities than either company could have achieved on its own. It dramatically accelerates our goal of portfolio diversification – creating an end-to-end materials solutions provider across the entire semiconductor manufacturing process. With enhanced global scale and world-class technical expertise, we’ll be poised to drive further innovation and support investments across our technology, infrastructure, and additional capabilities – enabling us both to better serve our customers and provide expanded opportunities for our employees.”

Lazard and Simpson Thacher & Bartlett advised Versum Materials. Morgan Stanley and Wachtell Lipton Rosen & Katz advised Entegris.

 

 

Chemical Financial Corporation and TCF Financial Corporation, two American bank holding companies, announced a $3.6bn merger. Under the terms of the agreement, TCF will merge into Chemical, and the combined holding company and bank will operate under the TCF name and brand following the closing of the transaction. TCF shareholders will receive 0.5081 shares of Chemical common stock for each share of TCF common stock at Friday's closing price of $21.58 a share.

 

The merger combines two complementary banking platforms to create a premier Midwest bank that will be uniquely positioned to capitalize on market opportunities and broaden the channels and customers it serves through increased scale and expanded product offerings.

 

“With a shared strategic vision and increased scale and capabilities, our two complementary banking platforms will be positioned to better serve our customers and communities,” said Chemical’s Chairman Gary Torgow. “The combination of TCF and Chemical creates the largest mid-cap bank in the Midwest, poised to deliver double-digit EPS accretion for each set of shareholders, significant cost synergies, top-tier return metrics, a more diversified balance sheet and a lower risk profile. We also share a deep commitment to supporting and giving back to the communities we serve.”

Keefe Bruyette & Woods, Nelson Mullins Riley & Scarborough and Wachtell Lipton Rosen & Katz advised Chemical Financial Corporation. JP Morgan, Perkins Advisors and Simpson Thacher & Bartlett advised TCF Financial Corporation.

 

Dropbox, a leading global collaboration platform, acquired HelloSign, an eSignature and document workflow platform, for $230m. The deal is expected to close in the first quarter of 2019.

“With over an exabyte of data on our platform, millions of people already use Dropbox as a place to collaborate on their most important content,” said Dropbox Co-founder and Chief Executive Officer Drew Houston. “We’re thrilled to welcome HelloSign’s talented team to Dropbox and add their capabilities to our product suite. HelloSign has built a thriving business focused on eSignature and document workflow products that their users love. Together, we can deliver an even better experience to Dropbox users, simplify their workflows, and expand the market we serve.”

 

 

Unilever, a British-Dutch transnational consumer goods company, acquired The Laundress, a global premium eco-friendly line of detergent, fabric care, and home cleaning products based in New York. Terms of the transaction were not disclosed.

 

Kees Kruythoff, President of Unilever’s Home Care business said: “With its line of beautifully crafted eco-friendly products and fast-growing following in the US and China, particularly among millennials, The Laundress is a strong addition to our portfolio of leading Home Care brands. Its distribution network across specialty retailers, direct-to-consumer and e-commerce, combined with Unilever’s global reach creates an ideal launch pad towards giving more people around the world the distinct ‘The Laundress’ experience”.

 

Canadian energy company Fortis sold its 51% stake in the Waneta Expansion hydroelectric plant in British Columbia to two public sector partners for about C$1bn ($759m). The company plans to use the proceeds for its five-year investment plan. Fortis, which has operated the 335-megawatt facility since it began production in 2015, will continue to operate the facility and purchase its surplus capacity.

“This transaction completes the asset sale funding component of our five-year capital investment plan,” Fortis Chief Executive Officer Barry Perry said.