AMERICAS
Bristol-Myers Squibb Company, a global biopharmaceutical company, announced that the European Commission had granted unconditional approval of Bristol-Myers Squibb’s pending $90bn acquisition of Celgene Corporation, an American biotechnology company that discovers, develops and commercializes medicines for cancer and inflammatory disorders.
“Clearance from the European Commission is an important milestone toward completing our combination with Celgene and moves us one step closer to creating a leading biopharma company that is well-positioned to develop and deliver innovative, meaningful medicines to patients,” said Giovanni Caforio, M.D., Chairman and Chief Executive Officer of Bristol-Myers Squibb.
Citigroup, JP Morgan, Simpson Thacher & Bartlett, and Wachtell Lipton Rosen & Katz are advising Celgene. Dyal Co, Evercore, Morgan Stanley, Kirkland & Ellis, and Joele Frank advised Bristol-Myers Squibb. Bank of Tokyo Mitsubishi Group and Morgan Stanley provided debt financing.
Mechanics Bank and Rabobank received regulatory approval from the Board of Governors of the Federal Reserve, The Office of the Comptroller of Currency, The Federal Deposit Insurance Corporation and the California Department of Business Oversight for their $2.1bn merger deal. The deal was announced on March 2019. The acquisition is expected to close on or about September 1, 2019, subject to the satisfaction of the remaining conditions outlined in the stock purchase agreement.
EY, Lazard, and Sullivan & Cromwell are advising Rabobank. Credit Suisse and Wachtell Lipton Rosen & Katz are advising Mechanics Bank.
EQT acquired Aldevron, the leading global supplier of plasmid DNA used in cell and gene therapies from TA Associates. Financial terms were not disclosed.
EQT will help advance Aldevron’s R&D and innovation efforts as the Company continue to support the rapidly growing field of genetic medicine by providing critical input for the development of new life-saving therapies.
"EQT shares our strong values and commitment to excellence and we believe their significant healthcare experience, global presence and industrial network make them an ideal partner as we continue our growth journey.” Michael Chambers, Aldevron Co-Founder, and CEO.
Morgan Stanley and Simpson Thacher & Bartlett are advising EQT. Goldman Sachs and Kirkland & Ellis are advising TA Associates.
Thoma Bravo acquired J.D. Power, a global leader in data analytics and consumer intelligence. Financial terms were not disclosed.
"We are thrilled to partner with Thoma Bravo, a firm that clearly understands our space and is well-positioned to help us develop new growth opportunities and continue on our current path of rapid expansion," said Dave Habiger, J.D. Power President and CEO.
"This is an exciting step forward for our company, and we look forward to a fruitful partnership that will help us maximize our company's fullest potential."
Evercore and Cravath Swaine & Moore are advising JD Power. Barclays, RBC Capital Markets, and Kirkland & Ellis are advising Thoma Bravo. KKR Capital Markets, RBC Capital Markets, and SunTrust are providing debt financing to Thoma Bravo.
Cantel Medical, a global leader in instrument reprocessing and innovative infection prevention products and services acquires Hu-Friedy, a global leading manufacturer of instruments and instrument reprocessing workflow systems serving the dental industry fro $725m.
Under the terms of the acquisition, Cantel will pay $725 million upfront for Hu-Friedy, up to $60 million of which will be paid in Cantel stock (with the specific amount at Cantel’s election) with the remainder to be paid in cash.
“We are excited to join forces with Cantel and are looking forward to the opportunities this combination will bring for our customers, employees and other stakeholders,” Ron Saslow, Hu-Friedy CEO.
Moelis & Co and Latham & Watkins are advising Hu-Friedy. Perella Weinberg Partners and Wachtell Lipton Rosen & Katz are advising Cantel.
MRI Software, a global leader in real estate software solutions, agreed to receive a strategic investment from TA Associates. GI Partners acquired MRI in June 2015 and will remain an investor in the company, alongside TA Associates. Financial terms were not disclosed.
“MRI Software has established a differentiated position in the fast-growing real estate software space with a comprehensive, configurable and open platform that meets the unique needs of real estate owners, operators and investors,” said Hythem El-Nazer, a Managing Director at TA Associates who will join MRI Software’s Board of Directors.
Equinor Gulf of Mexico, a subsidiary of Equinor acquires a minority stake of 22.45% of the non-operated interest in the Caesar-Tonga asset in the US Gulf of Mexico from Shell Offshore, a subsidiary of Royal Dutch Shell for $965m.
The transaction represents Shell's focus on strategically positioning the deep-water business for growth and is consistent with its strategy to pursue competitive projects that deliver value in the 2020s and beyond. The sale contributes to Shell's ongoing divestment program.
Caprion Biosciences and HistoGeneX agreed to merge. Financial terms were not disclosed. The new partnership creates a global leader in immune monitoring, protein characterization, and tissue pathology solutions for immunotherapy and drug development.
The combined business will provide a full suite of immune monitoring and biomarker development services, from preclinical through late stage clinical trials and companion diagnostics, to biopharmaceutical organizations globally.
Arsenal was advised by William Blair & Company, Kirkland & Ellis and Jones Day. Ropes & Gray and Osler, Hoskin & Harcourt acted as legal advisors to Caprion. HistoGeneX was advised by Crosstree Capital and Allen & Overy.
GTCR, a leading private equity firm, acquired Vyve Broadband, which provides high-speed data, television and voice services in rural markets, from BBH Capital Partners. Financial terms were not disclosed.
"The Vyve acquisition is an exciting opportunity to continue to build our investment in the cable industry," said Phil Canfield, Managing Director at GTCR. "We look forward to continuing our work with Phil Spencer and his team to build a leading cable platform through increasing high-speed data penetration, growth in commercial services, and additional accretive acquisitions."
Lazard, PwC, and Kirkland & Ellis advised GTCR.
Volex, the global supplier of complex assemblies for performance-critical applications and power products, acquired Servatron, which supplies printed circuit board assemblies, box builds and complete sub-assembly solutions, for $28m.
Nat Rothschild, Executive Chairman of Volex, said: "It is an extremely high-quality and well-managed business, which will now be able to access our unique global footprint. Our world-class cable assemblies division gets a diverse range of interconnect products and integrated solutions to offer our existing accounts. This is a win-win deal."
N+1 Singer and Whitman Howard advised Volex.
TA Associates, a global growth private equity firm, acquired Wealth Enhancement Group, an independent wealth management firm, from Lightyear Capital. Financial terms were not disclosed.
Jeff Dekko, CEO of Wealth Enhancement Group, said, “Having been well-acquainted with TA Associates for over half a decade, we are entering this new partnership with a sense of familiarity combined with excitement about our future, as they have been an attractive partner to support the next phase of our growth. TA Associates stands out in terms of its global scale, its significant expertise in the financial services sector, its embrace of our long-term growth vision, and its strong alignment with our company’s core values and culture.”
Raymond James advised Wealth Enhancement Group.
Ontario Power Generation(OPG), the largest electricity generator in Canada, acquires three offshore gas plants from TC Energy for $2.87bn.
The transaction would cover: 100% ownership of Napanee Generating Station (900 MW),100% ownership of Halton Hills Generating Station (683 MW), Remaining 50% ownership of Toronto’s Portlands Energy Centre (50% of 550 MW).
“The role that natural gas plays in maintaining system reliability has become even more important with the addition of intermittent wind and solar generation in recent years. Natural gas is the partner or enabler of renewable energy, providing the flexibility required to ensure a reliable electricity system.” Ken Hartwick, OPG President, and CEO.
Apax Partners acquired MetaMetrics, an award-winning education technology organization, from Pamlico Capital, a private equity firm. Financial terms were not disclosed.
Zach Fuchs, vice president of Apax Digital, said: “We look forward to supporting MetaMetrics and share the company’s goal of empowering educators and parents with valuable information to help children build strong literacy skills.”
Raymond James advised MetaMetrics.
LandCare, a leading national provider of landscape maintenance services was acquired by the company's management and a small group of investors led by Scott Brickman, former CEO of the Brickman Group from Aurora Resurgence, a Los Angeles-based private equity firm. Financial terms were not disclosed.
"We are thrilled to have the opportunity, in partnership with an industry veteran like Scott Brickman, to continue leveraging our passion for landscaping and customer service to build upon our recent growth for our customers and hardworking employees." Mike Bogan, LandCare CEO.
Private investment firm BASE acquired MOVE Bumpers, an industry leader in aftermarket steel truck bumpers. Financial terms were not disclosed.
“With our investment in MOVE, we are excited to pair our experience with online marketing and manufacturing with MOVE’s innovative products and passionate community,” said Cameron Lord, Chief Investment Officer of BASE.
Auctus Capital Partners advised Move.
FFL Partners, a San Francisco-based private equity firm, invested in ALKU, a highly specialized consulting services firm. Financial terms were not disclosed.
“ALKU is fortunate to have found a partner in FFL that understands our business model, as well as our unique qualities and culture,” said ALKU CEO Mark Eldridge. “Together, with WestView, we will have input and strategy that will allow us to continue to grow at 4x the industry pace.”
Private equity firm Arcline Investment Management invested in Dark Horse Consulting Group, the leading global consultancy practice specializing in cell and gene therapy product development. Financial terms were not disclosed.
Arcline commented, "Our partnership with Dark Horse demonstrates our commitment to the emerging regenerative medicine industry. We look forward to working closely with Dark Horse to solve critical industry-wide manufacturing bottlenecks, speeding patient access to these revolutionary therapies."
Blue Water, DC-based digital agency, and MissionSide, which specializes in the integration of all aspects of customer experience, announced a merger deal. Financial terms were not disclosed.
Adam Slagowski, President, and CEO of the combined companies explained the rationale behind the merger stating, “MissionSide’s acquisition of Blue Water combines a breadth of strategic customer experience planning, optimization, and operations capabilities that were previously available only from the large integrators. Our capabilities are enabled by decreasing implementation costs of mature cloud-based supporting technologies and will make the promise of a truly transformative customer experience a reality for our public and private sector clients.”
Carlyle Group to abandon partnership structures and Dual-class shares.
Financial Times reported, The Carlyle Group is abandoning its tax-advantaged partnership status, dual-class structures, and stripping its staff of their special voting rights in a bid to improve the private equity group’s share price by qualifying for inclusion in index tracker funds.
The firm is also eliminating special voting rights for Carlyle partners. “There will be no such thing as inside shareholders and outside shareholders,” said Kewsong Lee, co-chief executive. “There will be one class of shareholders.”
Carlyle staff own about 60 percent of the buyout group’s equity and are expected to command a majority of the votes for the foreseeable future.
EMEA
EssilorLuxottica to acquire HAL's 77% stake in GrandVision, a global leader in optical retailing and affordable eye care. GrandVision's Management Board and Supervisory Board recommended a cash purchase price equal to €28 per share – to be increased by 1.5% to €28.42 if the closing of the acquisition does not occur within 12 months from the announcement date. The offer represents a 33% premium to an undisturbed share price. After the closing of the Transaction with HAL, EssilorLuxottica will launch a Mandatory Public Offer for all outstanding GrandVision shares.
Through the acquisition of GrandVision, EssilorLuxottica will expand its optical retail platform, primarily in Europe, by adding more than 7,200 stores globally, over 37,000 employees and €3.7 billion in annual revenue. The combination, which further complements EssilorLuxottica’s scope of activities, will allow the company to deliver a superior eyecare and eyewear experience to more people globally.
Leonardo Del Vecchio, Executive Chairman of EssilorLuxottica commented: “Following the creation of EssilorLuxottica, which I strongly pursued, the acquisition of GrandVision represents the realization of a vision that has guided my actions and the growth of Luxottica over all these years. With GrandVision we will be able to develop our retail network, finally extended throughout the geographies, and fully enable our multichannel and digital platforms. We will raise the quality of in-store experience for products, brands and services for the benefit of all consumers and our wholesale customers.”
Hubert Sagnières, Executive Vice Chairman of EssilorLuxottica stated: “This acquisition is another step towards our ambition to eradicate poor vision in the world before 2050. Following the combination with Luxottica, it’s a milestone in our vision of reshaping the optical industry with the aim to provide all consumers of the world a better optical experience with higher quality eyewear. We look forward to welcoming the 37,000 employees of GrandVision to the growing EssilorLuxottica family. Together, we will have an even stronger voice to champion better vision everywhere in the world.”
ING is acting as financial advisor, and De Brauw Blackstone Westbroek is acting as legal advisor to GrandVision in connection with the Transaction.
Resolute Mining, an Australian gold miner, agreed to acquire Toro Gold, a private gold producer with its flagship asset, Mako, located in eastern Senegal, for $274m.
John Welborn, the CEO, confirmed the acquisition of Toro Gold was consistent with the Company's ambition to create a multi-mine, low-cost, African-focused gold producer: "The Mako Gold Mine is a high quality, strongly cashflow generative producing asset which complements our existing portfolio of large-scale, long-life mines. The Toro Gold team discovered the Mako orebody in 2010 and have successfully developed a high-value gold mine. We are delighted to combine our businesses. Senegal is an attractive investment jurisdiction for mining, and we look forward to working closely with the Government of Senegal, our 10% partner at Mako, to maximize the value within Toro Gold's portfolio."
FTI, Raymond James, Maddocks and Mayer Brown are advising Toro Gold. Berenberg, Bryan Cave Leighton Paisner, DLA Piper, and Tavistock Communications are advising Resolute.
Mediahuis, a private European media group, closed its €145m ($162m) acquisition of Independent News & Media, a leading newspaper and online publisher in Ireland. Under the terms of the purchase, INM shareholders received 10.5 cents in cash for each INM ordinary share. The price represents a premium of approximately 44% to INM's closing price of 7.28 cent on 3 April 2019.
Murdoch MacLennan, Chairman of INM, said: "We are pleased to be announcing this transaction today and believe it represents an excellent outcome for both the company and its shareholders. The offer from Mediahuis represents a compelling opportunity for shareholders to realize cash for their shareholding in INM, at a price which fairly reflects the company's performance and standalone prospects. INM has a proud and illustrious history stretching back to the start of the twentieth century, and the INM Board believes that this offer from Mediahuis if approved, will herald an exciting new chapter for our employees, readership, and customers. Mediahuis already has a strong track record in the newspaper, and digital media development in Europe, which we feel will provide INM with the best opportunity to achieve its strategic objectives, while continuing to enable it to deliver journalism of the highest quality to the island of Ireland and our readers abroad."
Davy Corporate Finance, Lazard, Matheson and Wilson Hartnell advised Independent News & Media. JP Morgan, Arthur Cox, and Drury Porter Novelli advised Mediahuis.
The EQT Infrastructure II fund agreed to sell Charleston Holding to KOS and the real estate associated with the operations of Charleston to Primovie respectively. Financial terms were not disclosed.
Guiseppe Vailati Venturi, CEO of KOS, made the following statement: “The acquisition of Charleston is a significant step forward in KOS’s process of internationalization and will enable the company to accelerate its development. The German market offers many opportunities both for business combinations and for opening new nursing homes. The know-how developed by the KOS Group in Italy in the field of rehabilitation and healthcare will be an important lever for improving the growth potential of Charleston.”
EQT was advised by Société Générale, Pöllath+Partner, Strategy&, EY and JonesLangLaSalle.
Equistone Partners Europe, a leading private equity firm acquires a majority stake in Bulgin, a leading manufacturer of high-performance engineered products from Elektron Technology. for £105m ($129m).
"We are excited to be working with Bulgin on consolidating its position as a leading provider of connectivity solutions" Tristam Manuel, Equistone Investment Director.
Roland Berger, DC Advisory, FTI Consulting, Travers Smith, Marlborough Advisors, and PwC are advising Equistone.
Liontrust Asset Management, the specialist independent fund management group, acquired Neptune Investment Management, an independent investment manager, for £40m ($49m).
John Ions, Chief Executive of Liontrust, said: "Neptune is a great acquisition for Liontrust and will enhance our already excellent investment proposition in areas where there is strong demand such as Global equities, Equity Income, and Emerging Markets equities."
Macquarie Group, N+1 Singer and Numis Securities advised Liontrust Asset Management.
Bluegem Capital Partners, a European mid-market fund, acquired Pool Service, an Italian professional hair care group and owner of the Medavita brand, from the private equity house Accord Management and the Cattaneo family. Financial terms were not disclosed.
“It is a tremendous opportunity for Pool Service and Medavita to partner with Bluegem, a fund specialized in developing leading consumer brands internationally,” says Stefano Banfo, Shareholder and CEO of Pool Service and Medavita. “This investment launches a new phase of development for our company.”
Deloitte, Lincoln International, goetzpartners and Studio Pedersoli e Associati advised the sellers. Deloitte, New Deal Advisors, PwC, Willis Towers Watson, Gattai Minoli Agostinelli Partners, and Latham & Watkins advised Bluegem.
Equitix and Daiwa Energy & Infrastructure agreed to invest in Electricity North West, which will conduct power distribution business in the United Kingdom. The firm will acquire 50% of Electricity North West shares from institutional investors First State Investments and institutional investors advised by JP Morgan Asset Management. Financial terms were not disclosed.
Daiwa plans to accelerate investment in the social infrastructure business by acquiring knowledge related to the power distribution business through investment participation.
Citigroup advised the sellers. Rothschild & Co advised Equitix.
Etalon, one of Russia's largest and longest-established development and construction companies, acquired the remaining 49% of Leader-Invest, one of Moscow's largest residential developers, from Sistema, a publicly-traded diversified Russian holding company, for $228m.
Etalon Group Chief Executive Officer Gennadiy Shcherbina said: "Leader-Invest delivered impressive growth in its 2Q 2019 operational results thanks to the successful completion of nearly all integration processes. These strong results, combined with Etalon Group's solid cash position, meant that we were able to propose the buyout of the remaining 49% of Leader-Invest to the Board of Directors, which unanimously supported the transaction."
Dubai fines two Abraaj affiliates, $315m.
The Dubai Financial Services Authority (DFSA) on Tuesday announced that it would fine two Abraaj-affiliated companies 1.15bn dirhams ($315m).
Abraaj Investment Management has been fined $299m by the DFSA, while Abraaj Capital was fined $15m. These are the largest fines that the DFSA has issued to date and are significantly larger than the previous record – an $8.4m fine leveled at Deutsche Bank in 2015.
US prosecutors have charged several senior Abraaj executives with criminal offenses, accusing them of a massive scheme to defraud investors. According to the 78-page charge sheet, the Abraaj Private Equity Fund IV, one of the funds acquired by Actis, was the largest target of the firm’s misappropriation of investor money.
Malaysia's RHB Bank to hold talks on selling insurance unit to Japan's Tokio Marine.
Reuters reported, that RHB Bank, Malaysia’s fourth-biggest lender, started discussions to sell up to 94.7% of its shares in its general insurance arm to Tokio Marine Asia. Insurance arm was in 2016 reportedly valued at c. $500m. The deal would be subject to Ministry of Finance and central bank approval.
RHB Insurance had total assets of $432. It is the 10th largest insurer in Malaysia with a 4.4% market share, according to RHB Bank’s 2018 annual report.
Public Investment Fund is looking to invest in Babylon Health. (FS)
FT reported that Saudi Arabia’s sovereign wealth fund Public Investment Fund is in advanced talks to invest in the UK’s Babylon Health, a start-up used by the National Health Service, in a deal that will value the company at more than $1bn. The investment could be announced as soon as this week.
The investment will mark the latest tech bet by Saudi Arabia’s Public Investment Fund, the primary vehicle through which Crown Prince Mohammed bin Salman has attempted to diversify the oil-dependent country’s holdings.
Lloyds in talks to buy Tesco mortgage book.
Britain’s Lloyds Banking Group is in exclusive talks to buy a $4.5bn mortgage book from supermarket giant Tesco’s banking arm. Tesco in May said it would stop mortgage lending at its banking business because of severe market conditions and would seek to sell its existing book of home loans.
Bridgepoint looking to sell Diaverum for $2.2bn. (FS)
European buyout firm Bridgepoint is exploring a $2.2bn sale or stock market listing of its dialysis clinic operator Diaverum. Diaverum ranks as Europe’s largest independent dialysis clinic operator, with ancillary businesses in South America and Australia.
JP Morgan and SEB are advising on the sale.
APAC
Vodafone Group, a British multinational telecommunications conglomerate, completed the €2.1bn ($2.3bn) sale of its New Zealand unit to Brookfield Asset Management and Infratil, a New Zealand-based infrastructure investment company.
Nick Read, the CEO, Vodafone Group, said: "This transaction is a continuation of our strategy to optimize our portfolio and reduce our debt. I am pleased we will continue our 21-year relationship with the business and talented team in New Zealand through a Partner Market agreement, delivering Vodafone's technology and services to benefit the country as it transitions to a digital society."
Hogan Lovells advised Infratil. Deutsche Bank, Deutsche Craigs and Bell Gully advised Vodafone.
EQT, through its investment vehicle Mid Market Asia III Fund, acquires a majority stake in Nexon Asia Pacific, a leading end to end managed IT services provider in Australia. Financial terms were not disclosed.
“With our unwavering commitment to service, innovation, and delivery, we are excited to enter our next phase of growth. EQT will provide both the capital and competence needed to grow our solution offerings rapidly and to innovate.” Barry Assaf, Nexon Co-Founder, and CEO.
Sony rebuffed activist investor calls to spin off image sensor business.
FT reported that Sony effectively rebuffed calls from an activist investor to spin off its image sensor business. Hiroki Totoki, its chief financial officer, said: “There is no change whatsoever in our stance that this is a critical business that forms one of the pillars for Sony’s growth strategy.”
The company spoke out as it cut a revenue forecast that was set only three months ago, saying that the outlook for its PlayStation 4 games console was softer than expected.
FWD looking to launch operations in China.
FWD Group, the insurance company owned by a son of tycoon Li Ka-shing, is seeking to launch operations in China ahead of any public offering and plans to bolster its non-life business in Asia. FWD has applied for a license to operate a majority-owned joint venture in China, the world’s No.2 insurance market.
“It would be good to have China, but having a growth story in Association of Southeast Asian Nations, having a stable profitability in Japan, having a strong base in Hong Kong will be pretty compelling,” said CEO Huynh Thanh Phong, while discussing the potential for an IPO.
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