AMERICAS
FactSet, an American financial data and software company, agreed to acquire CUSIP Global Services, a trusted originator of quality identifiers worldwide and the industry standard as a provider of reliable, timely reference data, from American Bankers Association, a trade association for the US banking industry, and S&P Global, an American publicly traded corporation, for $1.9bn.
"We are excited to welcome CGS’s talented team to the FactSet family. CGS is a unique asset with tremendous market recognition providing deep alliances across the financial industry. Its core competency in securities identification aligns well with FactSet’s industry leading data management capabilities. We believe this acquisition will greatly benefit FactSet’s clients, employees and shareholders," Phil Snow, FactSet CEO.
FactSet is advised by Centerview Partners, Cravath Swaine & Moore and Kekst CNC. ABA is advised by Bank of America, Quinn Emanuel and Simpson Thacher & Bartlett.
Pardes Biosciences, an operator of a pre-clinical stage biotechnology company, went public via a SPAC merger with FS Development II, a special purposes acquisition company, in a $276m deal. Investors in PIPE include Foresite Capital, RA Capital Management, Frazier Life Sciences, T. Rowe Price Associates, GMF Capital, EcoR1 Capital, Monashee Investment Management and Gilead Sciences.
“We strongly believe in the potential of oral antiviral therapies and the role they will play in addressing both the current pandemic as well as future global health challenges, and believe Pardes is well positioned to help lead the industry towards a post pandemic future. We look forward to Pardes’ continued growth as the company embarks on this next chapter," Jim Tananbaum, FS Development President and CEO.
Pardes Biosciences was advised by Goodwin Procter, Consort Partners and Gilmartin Group. FS Development II was advised by Jefferies & Company, SVB Leerink and White & Case.
Church & Dwight, a consumer packaged goods company, completed the acquisition of TheraBreath, a provider of oral care products, for $580m.
"The TheraBreath brand is a problem/solution product and one of the fastest growing brands in the mouthwash category. This acquisition gives Church and Dwight a strong position in a growing category with tailwinds as the brand skews towards younger consumers and consistently has a high level of brand loyalty and repeat purchase," Matthew T. Farrell, Church & Dwight CEO.
TheraBreath was advised by Raymond James and Sidley Austin. Church & Dwight was advised by Centerview Partners and Proskauer Rose.
News, a media and publishing company, agreed to acquire the base chemicals business of financial data analytics companies IHS Markit and S&P Global, for $295m.
“We are delighted with the opportunistic acquisition of Base Chemicals, which complements our purchase of OPIS, and will certainly strengthen the highly profitable and decidedly digital Professional Information Business at Dow Jones. From setting price benchmarks for chemicals, to tracking renewables and monitoring resource trends that impact most companies, we expect the incomparable intelligence of Base Chemicals, combined with the news and analysis of Dow Jones, will be formidable and lucrative," Robert Thomson, News CEO.
News Corp is advised by Gibson Dunn & Crutcher. IHS Markit is advised by Davis Polk & Wardwell. S&P Global is advised by Goldman Sachs and Wachtell Lipton Rosen & Katz.
Icahn Enterprises announces extension of Southwest Gas tender offer.
Icahn Enterprises, an American conglomerate, has extended the expiration date of its tender offer to acquire Southwest Gas Holdings, a utility company primarily engaged in the purchasing, distributing, and transporting of natural gas, for $7.7bn.
The Offer continues to be subject to the remaining conditions outlined in Section 14 — "Conditions of the Offer" of the Offer to Purchase. Complete terms and conditions of the tender offer can be found in the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery, the Supplement to the Offer to Purchase, and certain other materials contained in the Offeror's tender offer statement on Schedule TO originally filed with the US Securities and Exchange Commission on October 27, 2021,
Southwest Gas is advised by Lazard, Cravath Swaine & Moore, Morrison & Foerster and Joele Frank.
Novacap, a private equity firm, completed the acquisition of Stratus Networks, a data and voice network services provider. Financial terms were not disclosed.
"The accelerated digitization of our economy is driving the demand for robust digital infrastructure services to feed the digital value chain. The transaction will enable Stratus to expand its presence in growing market segments and larger geographic areas to meet the increased demand for connectivity. We look forward to applying Novacap's strategic, operational and financial expertise to propel Stratus' growth," Ted Mocarski, Novacap Senior Partner.
Stratus Networks was advised by Houlihan Lokey and Morgan Lewis & Bockius. Novacap was advised by Paul Hastings.
Braemar Hotels & Resorts, a real estate investment trust, agreed to acquire Dorado Beach, a Ritz-Carlton Reserve in Dorado, for $187m.
"The acquisition of Dorado Beach, a Ritz-Carlton Reserve is an opportunity for us to acquire one of the most iconic luxury assets in the Americas. As the first Ritz-Carlton Reserve in the Americas and one of only five Ritz-Carlton Reserve properties worldwide, this unique property fits perfectly with our strategy of owning high RevPAR luxury hotels and resorts and further diversifies our portfolio," Richard J. Stockton, Braemar President and CEO.
The Bascom Group, a private equity firm, completed the acquisition of a 320-unit apartment community in Florida, for $69m.
"Enclave at Lake Ellenor was a unique opportunity to acquire a centrally located, ultra-low-density property with significant unrealized renovation potential in the rapidly growing Orlando market. Enclave is perfectly positioned within reach of business hubs, world-class attractions, and educational centers. Orlando benefits from a diverse and well-educated workforce, business-friendly government, and competitive tax climate, making the city an ideal location for businesses," Jim Singleton, Bascom Senior Vice President & Principal.
EMEA
Rreal-estate lending company Aareal Bank said its management board and supervisory board recommend shareholders accept the $1.9bn takeover bid made by private equity firms Advent International and Centerbridge Partners, saying the offer was fair.
"The Management Board and Supervisory Board had already signalled their general support when the offer was announced, based on an investment agreement concluded with Atlantic BidCo. The investment agreement, of which all important items are included in the offer document, essentially focuses on the plan to further accelerate growth across Aareal Bank Group's three segments over the next years, based on the “Aareal Next Level” strategy. Against this background, from a strategic perspective, the Management Board and Supervisory Board deem the offer to be in the best interests of the Company and its stakeholders," Aareal Bank.
Aareal Bank is advised by Deutsche Bank, Perella Weinberg Partners, Freshfields Bruckhaus Deringer and Latham & Watkins. Centerbridge Partners is advised by Gibson Dunn & Crutcher. Advent is advised by Goldman Sachs, Gibson Dunn & Crutcher and Sullivan & Cromwell. Goldman Sachs is advised by White & Case.
Octopus Renewables, a renewable energy equipment manufacturer, completed the acquisition of Saunamaa and Suolakangas wind farms, for $158m.
"We are pleased to complete this transaction in Finland, acquiring two onshore wind farms, Saunamaa and Suolakangas, expanding our reach into an exciting new European territory. It is especially attractive due to the near term completion of the assets, and the further geographic diversification the acquisition brings to our portfolio," Phil Austin, Octopus Renewables Chairman.
Octopus Renewables was advised by Peel Hunt and Buchanan.
Orange Belgium, a Belgian telecoms company, agreed to acquire a 75% stake in VOO, a telecoms operator that owns the cable network in the Walloon region and part of the Brussels region, from Nethys, for $1.5bn.
"25 years after the creation of Mobistar and 5 years after the launch of our first fixed-line offers, this operation reinforces the deployment of Orange Belgium's convergent strategy at national level. Our investment plan will enable us to upgrade the network to multi-gigabit for the benefit of customers and the competitiveness of Wallonia and Brussels. The merger of Orange Belgium and VOO, two companies with highly complementary assets and skills, will benefit the employment and development of the employees of both companies," Xavier Pichon, Orange Belgium CEO.
A2A, an Italian company, organised as a società per azioni, that generates, distributes, and markets renewable energy, electricity, gas, integrated water supply, and waste management services, agreed to acquired Volta Green Energy, an independent supplier of asset and energy management services, and as a developer of new projects in the wind and photovoltaic sectors. Financial terms are not disclosed.
The agreement also provides the acquisition of a pipeline of wind and photovoltaic projects with an expected installed power of approximately 800 MW, part of which is ready for construction or with the authorization process already started.
Capital Bank of Jordan plans to acquire SGBJ.
The board of Capital Bank of Jordan approved a mandatory offer to acquire Societe Generale Bank Jordan, part of a drive to expand the bank's foothold regionally and domestically.
Jordan Capital Bank Chairman, Bassem Al Salem, said that during an extraordinary general meeting they had also agreed to issue $100m in perpetual bonds - meaning they have no maturity - to help drive growth.
The bonds, the first such debt to be issued by a Jordanian bank, and the takeover move are subject to approval by regulatory authorities and the Central Bank of Jordan, Reuters reported.
Starling Bank targets lending acquisition before IPO.
Starling Bank, a digital-only startup, is on the hunt for a lending business to buy before its stock market debut, said Chief Executive Officer Anne Boden.
Boden said the bank is aiming to acquire at least one lending platform in the first half of 2022. Starling has already made one such acquisition, buying Fleet Mortgages in July, Bloomberg reported.
UniCredit Chairman claims banking M&A needs European focus.
Banking mergers should be aimed at European expansion, UniCredit Chairman Pier Carlo Padoan said in a newspaper interview, warning against deals that make lenders more domestically focused, Reuters reported.
UniCredit last year lost its domestic leadership to rival Intesa Sanpaolo, which took over mid-sized UBI to create a national champion. The Spanish market has also been consolidating, with Caixabank's acquisition of Bankia and Unicaja's deal to buy Liberbank. Asked about the potential for post-pandemic banking mergers and acquisitions, Padoan said he expected the situation to incentivize the sector to consolidate further.
Daiwa Securities to advise hostile takeovers.
Daiwa Securities Group, Japan's second-largest brokerage and investment bank, is no longer hesitant to advise a hostile acquirer if a deal would benefit the target company or its industry.
His comments underline a sea change within Japan Inc, where hostile takeovers were viewed with such disdain that they were all but taboo. Japanese firms were once reluctant to take on the burden of merging corporate cultures, the coronavirus pandemic had forced many to re-evaluate their growth opportunities and M&A, including hostile bids, now looked much more attractive as a strategic option, Reuters reported.
"The general consensus used to be that we shouldn't handle such deals. We now take them on merit," Seiji Nakata, Daiwa Securities CEO.
Temasek-backed Vertex wins nod for SPAC listing in Singapore. (FS)
Temasek-backed Vertex Venture, an early-stage venture capital firm, has become the first blank-check company sponsor in Singapore to receive an eligibility-to-list letter from the local exchange.
The firm has incorporated a company called Vertex Technology Acquisition Corporation in the Cayman Islands as a special purpose acquisition company, Bloomberg reported.
TBO Tek seeks regulatory approval for $280m IPO.
TBO Tek, a travel services provider, is seeking the approval of India’s market regulator to raise as much as $280m through an initial public offering of shares, Bloomberg reported.
Founders and investors will sell shares worth $160m, while the company plans to raise $120m through the sale of new stock. It also plans to raise $24m through a pre-IPO placement.
China imposes curbs on offshore IPOs from restricted sectors.
China will impose new restrictions on offshore listings by firms in sectors that are off-limits to foreign investment, a move that could plug a loophole long used by the country’s technology industry to raise capital overseas.
Chinese firms in industries banned from the foreign investment will need to seek a waiver from a negative list before proceeding for share sales, the National Development and Reform Commission and the Ministry of Commerce said. Overseas investors in such companies would be forbidden from participating in management and their total ownership would be capped at 30%, with a single investor holding no more than 10%, Bloomberg reported.
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