French hotel group Accor has announced plans to acquire the remaining shares of Poland’s Orbis Group. At present Accor owns over 50% of Orbis, and has made a bid of PLN87 per share ($23) for the remaining 47.13% of the company, valuing the deal at approximately $0.5bn. Following the offer, the subscription period of the offer will be opened from December 17, 2018, to January 18, 2019.
Orbis, which is headquartered in Warsaw, Poland, is the largest hotel operator in Central & Eastern Europe and the exclusive master franchisee of certain AccorHotels brands in the region. Its portfolio comprises 128 hotels in 16 countries.
“Accor and Orbis have built a long-term partnership since their first business agreement 45 years ago. As its largest shareholder since 2000, Accor has fully supported the growth of Orbis in Poland, and across Central Europe since 2014, where Orbis has become a formidable leader,” said Sebastien Bazin, chairman, and CEO of Accor Hotels.
MTS Systems sees £23m in incremental revenue from the E2M acquisition.
MTS Systems Corporation announced that it closed on the acquisition of E2M Technologies B.V.
E2M is expected to contribute nearly $30M in incremental revenues in fiscal 2019 and double-digit growth after that. The acquisition is supposed to be neutral to earnings in year one exclusive of transaction costs and is expected to provide immediate accretion to gross margins.
MTS funded the estimated £62m ($80m) purchase price for this acquisition using its revolving credit facility primarily. E2M is a leader in high-quality, durable, electrically-driven motion systems, serving the human-rated entertainment and training simulation markets primarily.
The newly acquired business will be reported as part of the MTS Test segment, which will be renamed "Test and Simulation" to reflect the growth in simulation applications across all MTS market sectors. Once integrated into the MTS Test and Simulation segment, E2M, with its exceptional electric force simulation and technical motion expertise, will leverage MTS' global sales and service network to support continued exciting growth within its core markets of entertainment, certified flight and general motion simulation.
Nelnet Business Solutions, Inc., announced its acquisition of 100% of the outstanding equity and membership interests of Tuition Management Systems LLC (TMS), a payments subsidiary of Cognition Financial Corporation. Terms of the deal were not disclosed.
TMS offers tuition payment plans, billing services, payment technology solutions, and refund management to educational institutions. TMS has partnerships with more than 380 colleges and universities and 170 private K-12 schools across the UK.
"We are excited for the opportunity to serve TMS' school customers. As a leading payment solutions provider, Nelnet Business Solutions is equipped for both the current and future needs of schools, students, and families with innovative technology and quality service," said DeeAnn Wenger, president of Nelnet Business Solutions.
Jecure Therapeutics Inc., a biotechnology company with novel drug discovery programs targeting serious inflammatory diseases, announced a definitive agreement by which it will be acquired by Genentech, a member of the Roche Group. With this acquisition, Genentech will obtain full rights to Jecure’s entire preclinical portfolio of NLRP3 inhibitors. Financial terms were not disclosed.
“Genentech has an extensive history of translating pioneering science into transformative medicines,” said Jeffrey A. Stafford, Ph.D., president and CEO of Jecure. “The acquisition of Jecure provides a unique opportunity to bring novel NLRP3 inhibitors to patients.”
Henkel to build a strategic alliance with RLE International.
Henkel and RLE International announced today that they have agreed to form a strategic alliance to drive automotive innovation, expand value creation opportunities and become the premier design-in engineering solution provider for the mobility industry.
"To design new e-mobility concepts and lightweight innovations, the combination of material science and engineering expertise is a significant competitive advantage," says Dr. Christian Kirsten, Corporate Senior Vice President, Henkel Transport & Metal.
"Together with RLE International we will create 'The Mobility Alliance' with advanced simulation capabilities of full vehicle crash behaviour to improve passenger safety, and component design competence to enhance vehicle performance," adds Chuck Evans, Corporate Vice President, Henkel Automotive OEM Design.
This joint approach to market will grant customers access to a unique global combination of long-term engineering know-how and best-in-class material science which will enable next-generation design solutions and new levels of lightweight structures.
EDF restructuring expected as France reduces reliance on nuclear.
The French government will consider boosting its stake in energy utility EDF and will ask the company to make proposals about changing its structure, which will have to preserve the integrity of the firm and allocate adequate financing for each activity.
In a long-awaited speech on energy strategy, President Emmanuel Macron said France would reduce the share of nuclear in the power mix to 50% by 2035, down from 75% today.
EDF shares fell up to 4% on news of the plans, which could involve the state increasing its stake in the company. By 16:30 GMT the shares were down 0.25%.
EU forces Siemens and Alstom to give up prized assets.
EU antitrust authorities have indicated that Siemens and Alstom would have to give up prized assets such as their most advanced high-speed train technology and their lucrative signalling unit to secure clearance for their merger.
Such meaningful disposals would undermine the logic outlined by the French and German engineering groups when they announced their planned combination. They would also run counter to ambitions put forward by some EU heads of state including Emmanuel Macron to create “European champions” able to fend off much larger state-backed Chinese groups.
When competition officials warn that a deal may be prohibited on competition grounds, they typically give indications of the scale of concessions required to remedy issues in problematic markets. Companies are then left to propose specific divestments. Alstom and Siemens have until mid-December to finalise their offer.
Commerzbank drops out of bidding for NordLB.
Commerzbank has walked away from bidding for a stake in German public sector lender NordLB because the suitor was not satisfied with the growth and synergy potential from a deal.
Final offers for a stake in the bank were due late November. Shortlisted bidders included public sector bank Helaba, Commerzbank, and private equity investors including Cerberus, Apollo, and Advent.
Commerzbank, which is Germany’s second-largest listed lender, and NordLB declined to comment.
NordLB and its shareholders, which include regional savings banks, want to restructure the lender in a way that avoids breaching European Union state aid rules that could force a complete sale.
NordLB is also in the process of selling almost all of its non-performing shipping loans this year as it seeks to strengthen its capital buffers.
Court rejects Vivendi trust move to suspend Mediaset AGM decisions.
A Milan court had rejected a request to suspend two resolutions passed at its shareholder meeting in June, winning the latest round of a long bout with France’s Vivendi.
Mediaset, which is controlled by former prime minister Silvio Berlusconi’s family, is stuck in a legal feud with Vivendi after the French media group pulled the plug on a deal to buy the broadcaster’s pay-TV Premium in 2016.
Vivendi, which declined to comment on the court decision, transferred 19.19% of its shareholding in Mediaset to the Simon Fiduciaria trust in April after Italy’s watchdog told it to cut its stake in either Telecom Italia or Mediaset to comply with antitrust regulations.
In June, Mediaset closed the door of its June AGM to the trust, preventing it from voting.
In response, Simon Fiduciaria launched a legal challenge asking that two of the decisions taken at the AGM - one related to the establishment of an incentive and retention plan, and another to stock options - be suspended.
La Mancha plans to expand its African footprint, buy Barrick gold mines.
La Mancha Group plans to buy more underground gold mines in Africa and is ready to snap up mines that Barrick Gold and Randgold Resources will sell after their merger, its billionaire chairman Naguib Sawiris said.
Endeavour Mining, Australia’s Evolution Mining and in August bought a 30% stake in Ghana-focused Golden Star Resources.
Golden Star will look for assets in East Africa and mainly Sudan, Sawiris said.
Canada’s Barrick has said it will sell some non-core assets following its $6.1bn takeover of Africa-focused Randgold in a deal set to close on Jan. 1.
Sawiris said the mining industry still needed some consolidation even after the Randgold-Barrick deal which will create the world’s top gold producer.
Brookfield is in talks to invest in Dubai's property developer Meraas. (FS)
Brookfield Asset Management Inc. is in early talks for investment in Dubai property developer Meraas Holding in a deal that would signal a vote of confidence in the emirate’s ailing property market.
The Canadian firm is weighing options that would give it control of some retail properties from Meraas, including entering into a joint venture for those developments, declining to be identified as the deliberations are confidential. Brookfield is considering taking a stake in the state-run conglomerate as part of such a deal. The discussions are in preliminary stages and may not result in accord.
Macquarie is looking to expand its London equities team with Liberum acquisition.
Macquarie is in talks to buy Liberum, the City broker, for up to £100m ($127m) as new trading rules drive consolidation in the European equity research market.
Macquarie wants to strengthen its London-based equities business, which has been hit by regulations that have forced investors to pay directly for research.
The talks are at an early stage, and no deal is imminent.
Liberum employs roughly 40 analysts in London while Macquarie has nearer 30 and any deal is likely to lead to job losses.
Liberum had sent an internal memo denying that the talks were still going on. “In the last 12 months, we have received many approaches. We are not in any current discussions and continue to believe that we have a significant opportunity to grow our business organically.”
Smaller brokers, such as Liberum, have been affected both by a significant fall in equity research spending by City institutions and by a shortage of UK corporate deals.
Southwest Gas Holdings, Inc. (SWGH) has entered into a definitive agreement under which its wholly-owned subsidiary, Centuri Construction Group, Inc. will acquire Linetec Services, LLC.
Linetec is a premier provider of recurring maintenance, refurbishment, upgrade, and installation services for electrical transmission and distribution infrastructure throughout the Gulf Coast and Mid-Atlantic regions.
Under the terms of the transaction, Centuri will acquire an 80% ownership interest in Linetec for approximately $299m in cash and will have the option to purchase the remaining 20% ownership interest in Linetec in increments during the next five years. The overall initial transaction cost of approximately $336m, which includes working capital adjustments and other transaction expenses, is expected to be financed with a combination of roughly $95m of debt from Centuri's credit facility, and about $241m of cash proceeds from a SWGH public equity offering.
The transaction, which is expected to be accretive to SWGH's earnings within the first year, will broaden Centuri's capabilities in the electric services infrastructure space and extend its geographic footprint into the Southeast, including the Gulf Coast and Mid-Atlantic regions. As a result, the transaction will not only enhance Centuri's service offerings for existing customers but also will enable it to serve additional customers in new markets with an increased array of capabilities.
Stifel served as the exclusive financial advisor to Centuri, while the firm of Foley & Lardner LLP served as legal advisors on the transaction.
LGC, a portfolio company of KKR, announced the acquisition of SeraCare Life Sciences, Inc., a manufacturer and leading partner to global in vitro diagnostics manufacturers and clinical laboratories. Terms of the transaction were not disclosed.
SeraCare provides products and services to facilitate the discovery, development, and production of human and animal diagnostics, and therapeutics.
The acquisition of SeraCare strengthens LGC’s position across the spectrum of clinical quality control tools market and builds upon its existing calibration verification materials and proficiency testing offerings.
Euan O’Sullivan, Managing Director, LGC’s Standards division, said: “We are excited to welcome SeraCare to our Standards division. The team will be a natural fit and addition to our existing calibration verification business, providing an expanded portfolio of quality control solutions to customers."
Dominion Energy, Inc., and Dominion Energy Midstream Partners, LP announced that they have entered into a definitive agreement under which Dominion Energy will acquire all outstanding public common units of Dominion Energy Midstream in exchange for 0.2492 Dominion Energy common shares per unit.
Dominion Energy Midstream is a Delaware limited partnership formed by Dominion Energy, Inc., to grow a portfolio of natural gas terminaling, processing, storage, transportation, and related assets.
The transaction is expected to be approximately neutral to Dominion Energy's earnings guidance and credit profile. The closing of the deal is likely to occur in the first quarter of 2019 and will be subject to customary closing conditions.
Creative Realities, Inc. announced it had completed the acquisition of Allure Global Solutions, Inc. from Christie Digital Systems, Inc.
Allure is an industry-leading provider of digital signage, digital menu boards, and digital signage analytics with a strong presence in the quick-serve restaurant, entertainment, and theater verticals. Allure offers a complete set of project solutions to clients operating thousands of digital signage installations nationally, including Long John Silver's, AMC Theatres, Levy Restaurants, and Coca-Cola.
CRI purchased the outstanding stock of Allure for total consideration of $8.5m, or 0.9x the fiscal year 2018 revenue, comprised of a combination of cash, seller note and assumption of certain liabilities. CRI would make an additional $2.0m payment to the seller if the Allure's customers actual twelve-month revenue exceeds $13m by December 31, 2020, an increase of 38% over the fiscal year 2018 revenue.
Arthur J. Gallagher & Co. announced the acquisition of R.T. Beers & Company Insurance Services, Inc. Terms of the transaction were not disclosed.
R.T. Beers & Company is a retail property/casualty broker serving clients throughout the United States, with a strong focus on risk identification and mitigation. They offer an exclusive group safety program for metal service centers. Ralph Beers, John Lavey, Guy Pakenham, and their associates will continue to operate from their current location under the direction of Scott Firestone, head of Gallagher's Southwest region retail property/casualty operations.
"We are pleased to expand our capabilities in Southern California with the insurance experience and intellectual talent of the R.T. Beers team," said J. Patrick Gallagher, Jr., Chairman, President, and CEO.
A.P. Keaton announced that it acquired Meyvyn, a full-service digital agency that provides marketing capabilities including social media content strategy and management, influencer outreach and brand partnership development and online advertising and analytics. Terms of the deal were not disclosed.
"Meyvyn has been a partner of ours for some time now because they are the very best concerning social strategy and management," said Ryan Goldstein, founder, and CEO of A.P. Keaton. "Adding their team's expertise and capabilities to our existing offering rounds out a full-service package with huge value for clients."
"We're thrilled to join the A.P. Keaton team," says Maxxie Goldstein, founder of Meyvyn and a 2018 winner of the prestigious Forbes 30 Under 30 Award and 2019 The Drum 50 Under 30 recipient. "Clients will benefit greatly from this new relationship, and we're excited to continue to build together."
Glen-Gery Corporation Acquired by Brickworks Limited.
Glen-Gery Corporation has announced that its parent company, Ibstock plc, has agreed to sell Glen-Gery Corporation to Brickworks Limited. The transaction is expected to be completed by the end of the year, subject to customary regulatory approvals. Glen-Gery is a leading North American brick and stone manufacturer headquartered in Wyomissing. The company operates ten manufacturing plants and 10 Masonry Supply Centers throughout the U.S.
In announcing the acquisition of Glen-Gery, Mark Ellenor, President, Brickworks Building Products North America, noted that "We believe the transaction is an ideal market entry into the attractive U.S. industry, with Glen-Gery having established a leading market position in its core geographic area and a reputation for excellent product quality. By combining these two great businesses, we can learn from each other and become even better."
Cannex Capital and 4Front signed a binding letter agreement.
Cannex Capital Holdings Inc. and 4Front Holdings, LLC announced that they had signed a binding letter agreement according to which 4Front has agreed to combine with Cannex in an all-stock transaction. Financial terms were not disclosed.
4Front currently operates five medical cannabis dispensaries across four states, with plans to open at least five more during the first six months of 2019. It runs most of its dispensaries under the Mission brand.
Cannex owns two large-scale indoor cultivation facilities and a production and logistics facility in Washington State. Its strategic operating tenant, Northwest Cannabis Solutions, boasts strong cultivation yields and produces some of the top-selling flower and infused-product brands in Washington.
The new combined company will own, operate or manage six existing cultivation and production facilities in Washington, Illinois and Massachusetts and five retail operations in Illinois, Massachusetts, Maryland, and Pennsylvania. 4Front also has licenses or licensing agreements in place that will enable it to open and operate several more dispensaries in Massachusetts, Maryland, and Pennsylvania under the Mission brand.
Sarment Holdings enters into partnership with Blackberry.
Sarment Holding Limited announced that it is partnering with BlackBerry to co-develop KEYYES CHAT, a highly-encrypted messaging application to provide identity and overall data security management for Sarment's rapidly growing ultra-high, and high-net-worth user base. The development of KEYYES CHAT will be in conjunction with a series of other security-focused applications which are anticipated to be launched starting in 2019.
"Working in collaboration with BlackBerry was an obvious choice for Sarment, given they have long been regarded as a global leader in secured data and communications.
Integrating this technology into Sarment's digital ecosystem KEYYES is one of the steps we are taking to continue to provide our communities with useful tools they can trust. We started with bookings, purchases, deliveries and now we are adding communication to solve the issue of privacy and data security for our growing user-base. By leveraging BlackBerry's Spark Communications Services SDK communication technology, KEYYES CHAT users can feel confident that their data and privacy are certifiably secured," said Will Beattie, Chief Technology Officer of Sarment Group.
United Technologies to separate into three independent companies.
United Technologies Corp. announced the completion of its acquisition of Rockwell Collins and the company's intention to separate its commercial businesses, Otis and Carrier, into independent entities. The separation will result in three global, industry-leading companies:
• United Technologies, comprised of Collins Aerospace Systems and Pratt & Whitney, will be the preeminent systems supplier to the aerospace and defense industry; Collins Aerospace was formed through the combination of UTC Aerospace Systems and Rockwell Collins;
• Otis, the world's leading manufacturer of elevators, escalators and moving walkways;
• Carrier, a global provider of HVAC, refrigeration, building automation, fire safety, and security products with leadership positions across its portfolio.
Volkswagen and Ford alliance introduces a new era of auto industry consolidation.
Volkswagen and Ford, two of the world’s biggest carmakers, have announced that they are exploring a strategic alliance, possibly joining forces for an array of projects like the development of vans.
“Markets and customer demand are changing at an incredible speed. To adapt to the challenging environment, it is of utmost importance to gain flexibility through alliances,” said Thomas Sedran, Volkswagen’s head of strategy.
Ford and VW are not attempting a merger but want to share costs by joining forces in markets and technologies they have found problematic but do not want to retreat from them.
