AMERICAS
New York Life, America's largest mutual life insurer, agreed to acquire the group life and disability insurance business of Cigna, a global health service company, for $6.3bn. The acquisition is expected to close in the third quarter of 2020, subject to applicable regulatory approvals and other customary closing conditions.
"Cigna's group life and disability business enhances our portfolio of strategic businesses and is led by an experienced management team and high-quality workforce, who we look forward to welcoming to our company. We are fully committed to making this transition as seamless as possible for employees and clients alike," Ted Mathas, New York Life Chairman and CEO.
New York Life is advised by Credit Suisse and Debevoise & Plimpton. Cigna is advised by Bank of America Merrill Lynch, Paul Weiss Rifkind Wharton & Garrison, Sidley Austin and Wachtell Lipton Rosen & Katz.
Resolution Life, a global life insurance group focusing on the acquisition and management of portfolios of life insurance policies, agreed to acquire individual life in-force business of Voya Financial, an American financial, retirement, investment and insurance company, for $1.3bn. The consideration includes cash of $902m plus retained surplus notes of $123m. Voya Financial will also hold a $225m stake in Resolution Life.
“The acquisition of Voya Financial’s individual life business establishes a third growth platform for Resolution Life alongside Resolution Re in Bermuda and AMP Life in Australia and New Zealand, and is an important step in delivering Resolution Life’s global strategy. We expect continued growth in the US, with the acquired business as a platform. This transaction is further evidence of the continuing restructuring of the life insurance sector in the US and globally. Major life insurance groups continue to reduce their exposure to legacy in-force business and to release trapped capital and resources,” Clive Cowdery, Resolution Founder and Executive Chairman.
Resolution Life is advised by Wells Fargo Securities, Temple Bar Advisory, and Debevoise & Plimpton. Voya Financial is advised by Goldman Sachs, Eversheds and Willkie Farr & Gallagher.
The Federal Trade Commission filed a complaint aimed at stopping biotechnology firm Illumina from purchasing Pacific Biosciences of California, an American biotechnology company, for $1.2bn.
The agency said in a statement that it had filed the complaint because of concern that Illumina wanted the deal in order to prevent PacBio from developing into a competitor in the market for next-generation DNA sequencing.
PacBio is advised by Centerview Partners and Wilson Sonsini Goodrich & Rosati. Illumina is advised by Goldman Sachs and Covington & Burling.
Sun Life Financial, an international financial services organization, agreed to acquire an 80% stake in InfraRed Capital Partners, a global infrastructure and real estate investment manager, for $390m.
"I am delighted to announce this transaction with Sun Life and SLC Management which enables us to drive the growth of our business in the Americas, in particular the renewable energy market SLC Management and InfraRed have complementary capabilities, a similar culture of prudence and long-termism, and proven track records of delivery," Werner von Guionneau, InfraRed Capital Partners Chief Executive Officer.
InfraRed Capital Partners is advised by Ardea Partners and Weil Gotshal and Manges. Sun Life is advised by Fenchurch Advisory Partners and Skadden Arps Slate Meagher & Flom.
Genstar Capital completed its investment in Truck-Lite, a provider of safety lighting, filtration systems and telematics services for commercial vehicles. As part of its investment, Genstar acquired BDT and Koch's ownership interests. Financial terms were not disclosed.
"Truck-Lite has a leading position in attractive market segments, with a history of innovation, product development and industry superior technology. For over 60 years they have worked to build strong brand recognition and we see opportunity to support the continued expansion of the business through growth in new products, technologies, and Truck-Lite's Road Ready telematics systems and look to further expedite that growth by pursuing strategic acquisitions," Rob Rutledge, Genstar Managing Director.
Truck-Lite was advised by Barclays, Robert W Baird and Jones Day. Genstar Capital was advised by Weil Gotshal and Manges and Chris Tofalli.
Investment firm Kalnin Ventures agreed to acquire the Barnett Shale assets of Devon Energy, a company engaged in hydrocarbon exploration in the United States, for $770m.
"We are excited to announce this acquisition in the Barnett Shale, as this continues our strategy of PDP weighted cash flow yielding investments, where we can leverage technology to drive operational performance. Devon has done wonderful work in the Barnett Shale and we look forward to continuing that tradition, delivering high-quality returns for many years to come," Christopher Kalnin, Kalnin Ventures CEO.
Kalnin Ventures is advised by Willkie Farr & Gallagher and Pennebaker. Devon Energy is advised by Citigroup, Jefferies & Company and Vinson & Elkins.
Hyve Group, the global events business, agreed to acquire Shoptalk Commerce and Groceryshop, two US-based events focused on e-commerce broadly as well as the food and grocery segments specifically, for $145m.
"I am very pleased to announce the acquisition of two truly market-leading events, Shoptalk and Groceryshop. This acquisition continues our evolution into a best in class portfolio of market-leading events. We see multiple areas of growth from these events, including future geo-clone opportunities and leveraging their best of breed hosted buyer strategy, using their bespoke software on selected Hyve events," Mark Shashoua, Hyve CEO.
Hyve Group is advised by Numis Securities, PricewaterhouseCoopers, DLA Piper, Macfarlanes and FTI Consulting.
JP Morgan Asset Management completed the acquisition of Contanda, a provider of liquid bulk storage solutions in North America, from EQT Partners. Financial terms were not disclosed.
"Contanda has undergone a significant transformation over the past few years. While significantly diversifying its product base and growing in key US markets, Contanda has built a culture of safe operations and uncompromising customer focus. With an experienced team and existing and new strategic assets in place, the company is well-positioned to execute against the next phase of its growth plan," Jan Vesely, EQT Infrastructure Partner.
Contanda and EQT were advised by Goldman Sachs and Simpson Thacher & Bartlett.
GPM Investments, the largest privately-owned company in the convenience store channel of business, agreed to acquire the fuel distribution activities of American Infrastructure Funds-backed Empire Petroleum Partners, a motor fuel distributor, for $400m.
"Adding 1.5k wholesale fuel locations is a transformational event for our company, bringing significant strategic benefits and accelerating our next phase of growth. We welcome these dealers, along with Empire's corporate associates and the associates at the 77 retail stores to the GPM family and look forward to continuing the great service that has been provided by Empire," Arie Kotler, GPM Chief Executive Officer.
Empire is advised by Barclays and Wells Fargo Securities.
Hyland, the developer of the enterprise content management and process management software, agreed to acquire the Enterprise Content Management unit of Streamline Health Solutions, a provider of integrated solutions, technology-enabled services and analytics supporting revenue cycle optimization for healthcare enterprises. Financial terms were not disclosed.
"We firmly believe the future market opportunity for software and services designed to help healthcare providers deal with the challenges they face in the middle of their revenue cycle is greater than the replacement market for our legacy solutions. Velocity comes through laser focus on primary objectives and upon closing of this transaction, the net proceeds will enable Streamline Health to retire all existing bank debt and become a fast-growing entrepreneurial company with approximately $9 to $10m on our balance sheet to amplify support of our eValuator solution," Tee Green, Streamline Health President and Chief Executive Officer.
Streamline Health Solutions is advised by Troutman Sanders and Houlihan Lokey.
Khosla Ventures-backed Codota, a platform for AI-supported software development, completed the acquisition of TabNine, a code prediction tool. Financial terms were not disclosed.
The TabNine product will continue to operate independently, and the combined technological stack will be used to power both products. The acquisition creates a comprehensive AI platform for software authoring, as well as the only one which fully supports nearly all popular programming languages, Java, JavaScript, Python, C, HTML as well as many others.
“TabNine has been embraced by users beyond what I had ever expected. Codota is the right partner to move TabNine forward because I trust the team and because our technology is complementary,” Jacob Jackson, TabNine Founder.
Valence Media, a media company, agreed to acquire Nielsen Music, the Billboard charts with consumption insights on sales, downloads and streams, from Nielsen, a global measurement and data analytics company. Financial terms were not disclosed.
“By bringing Nielsen Music Products and Billboard back together, we’re answering the request from the music industry for a more coordinated, powerful, agile and global suite of independent measurement products. The new MRC Data division will leverage our scale and global, multimedia perspective to operate as a true accelerant for our music business colleagues and stakeholders,” Deanna Brown, Billboard-The Hollywood Reporter Media Group President.
WeWork arranges a $1.75bn credit line with Goldman Sachs.
Shared workplace operator WeWork arranged a $1.75bn letter of credit with Goldman Sachs that is in the process of being syndicated and whose funds are expected to be available in January, Reuters reported. The credit line is part of SoftBank's $9.5bn bailout that was announced in October.
"We are pleased that WeWork and SoftBank Group have entered into a commitment letter with Goldman Sachs for a new $1.75bn senior secured letter of credit facility," WeWork.
Tencent taps GIC, sovereign funds to rescue Universal Music deal. (FS)
Tencent turned to Singapore's state investor GIC and other sovereign funds to help rescue a deal to buy a stake in Vivendi's Universal Music after major buyout funds quit the negotiating table, Reuters reported.
Vivendi, controlled by billionaire Vincent Bollore, had initially revealed talks with Tencent in August to sell part of Universal Music Group. Bollore is seeking to cash in on the growing public demand for subscription and ad-based music streaming services, which have propelled UMG's profits over the last four years.
Goldman Sachs names co-heads of Alternative Investments Group. (People)
Goldman Sachs' asset management unit named Raanan Agus and Mike Brandmeyer as co-heads of alternative investments and manager selection, in a reshuffling of leadership tied to the creation of a separate group targeting private markets.
Goldman partners Agus and Brandmeyer are replacing Chris Kojima, who will now co-lead the newly formed alternatives capital markets and strategy group inside the merchant banking division.
Gryphon Investors closes its second mezzanine fund at $300m. (FS)
Gryphon Investors, a San Francisco-based private equity firm, announced that it held a final closing of Gryphon Mezzanine Partners II at its cap, achieving $300m of aggregate commitments. The fund was oversubscribed and closed above its $225m target with commitments from new and existing LPs.
EMEA
Fiat Chrysler Automobiles and rival Peugeot maker PSA Group agreed to binding merger agreement terms that include sweeteners to make the trans-Atlantic tie-up more attractive to US regulators and PSA shareholders.
The two companies said they had signed a combination agreement fixing the financial terms of the deal and the corporate governance structure of the combined group. The move marks an important step in solidifying a merger that was announced in October.
FCA is advised by Citigroup, Goldman Sachs, d'Angelin & Co, Community Group, Image Sept, Sard Verbinnen & Co. BPIFrance is advised by Willkie Farr & Gallagher. Peugeot is advised by Zaoui & Co. PSA is advised by Messier Maris & Associes, Morgan Stanley, and Perella Weinberg Partners. Exor is advised by Lazard.
Reuters reported that French judges ruled against delaying the closure of Capgemini's offer for Altran, according to a filing from a court in Paris. French minority shareholders group Adam had lodged a legal challenge to Capgemini's bid, claiming there were irregularities in the process.
The group had requested that the offer's closure be delayed until March when a decision on that broader question is expected. The court's decision means the offer for Altran, launched in June, will likely wrap up in January instead.
Capgemini is advised by EY, Credit Agricole, HSBC, JP Morgan, Lazard, Cleary Gottlieb Steen & Hamilton and Image Sept. Altran is advised by Citigroup, Herbert Smith Freehills and Brunswick Group. BNP Paribas is providing debt financing and is being advised by Hogan Lovells.
Endeavour Mining will not share information vital to assessing its value until an extension to a deadline for making an offer for Centamin is agreed, Centamin said. The London-listed miner said in a statement on the merger plans that it was “disappointed that despite its efforts at constructive engagement, Endeavour has repeatedly refused to engage in a proper manner”.
Centamin is advised by BMO Capital Markets, and Buchanan. Endeavour is advised by Numis Securities, HSBC, Scotiabank, Linklaters, Brunswick Group, and Vincic Advisors.
The Blackstone Group offered to acquire Hansteen Holdings, a UK-REIT group that invests in urban multi-let industrial property, for £500m ($660m). The consideration represents a premium of approximately 10.3% to the closing price per Hansteen share on December 17, 2019.
"This transaction is a compelling opportunity to expand our pan-European last-mile logistics real estate company, Mileway, in the UK and it is testament to our long-term belief in investing in the country. We look forward to working with Hansteen's team to support the growing demand for last-mile logistics real estate across the UK in the years to come," James Seppala, Blackstone Head of Real Estate Europe.
Hansteen is advised by Peel Hunt, Jones Day and Tavistock Communications. Blackstone is advised by Rothschild & Co and Simpson Thacher & Bartlett.
Hellman & Friedman agreed to acquire AutoScout24, an online platform for new and used cars, from Scout24, an operator of digital marketplaces for real estate and automobiles, for €2.9bn ($3.2bn).
“We have assessed a number of options regarding the future of AutoScout24 with an open mind. Today’s transaction allows us to realize substantial value for Scout24 and its shareholders and to grow our market-leading platform ImmoScout24 further. We believe we have found the right new home for AutoScout24 in H&F, which is also in the best interest of our highly committed and motivated employees, as well as our customers, consumers, and other stakeholders," Tobias Hartmann, Scout24 CEO.
Scout24 is advised by Credit Suisse, Rothschild & Co, and Morgan Stanley.
Inflexion, a private equity firm, agreed to acquire Aspen Pumps, a manufacturer of specialist pumps, from 3i Group, an international investor focused on private equity, infrastructure and debt management, for £208m ($277m).
"Aspen Pumps is a world-leading business led by an extremely experienced and highly capable management team. We are delighted to be re-investing in this business that we know so well and have had such a strong partnership with in the past. Aspen has a proven track record of organic and acquisitive growth and we look forward to using our global presence to support its further expansion in key markets such as the United States," Simon Turner, Inflexion Managing Partner.
The Carlyle Group agreed to acquire a stake in American Express Global Business Travel, a business partner for managed travel, from Certares, an investment management company. Financial terms were not disclosed.
“This investment validates the success of the joint venture and underscores the strength of our long-term growth strategy. We are pleased to continue working with American Express and nearly all of our original investors, as well as welcoming Carlyle, GIC, and others to the group,” Greg O’Hara, Certares Founder, and Senior Managing Director, will continue as GBT Board of Directors Executive Chairman.
Dubai Islamic Bank, the United Arab Emirates' largest sharia-compliant bank, received shareholder approval for the acquisition of unlisted Dubai-based Noor Bank. With the acquisition, DIB will become one of the largest Islamic banks in the world, with total assets worth $75bn.
"Completion of this deal will provide opportunities for economic growth, ensuring that the UAE's financial sector remains at the forefront of the Islamic economy," Mohammed Al Shaibani, DIB Chairman.
Bertelsmann, one of the world's largest media companies, agreed to acquire the remaining 25% stake in Penguin Random House, a consumer book publishing company, from Pearson, a British-owned education publishing and assessment service, for $675m.
"For almost 50 years, Pearson has been proud to play our part in the publishing and commercial success of first Penguin and then more recently Penguin Random House. With the sale of our remaining stake to our partners, Bertelsmann, we know the company is in good hands - and we wish our colleagues and authors every future success. This enables Pearson now to be completely focused on building the world's leading digital learning company, linking education to employability and skills, and reaching more learners around the world to support them through a lifetime of learning," John Fallon, Pearson Chief Executive.
Endava to acquire Exozet.
Endava, a next-generation technology services provider, agreed to acquire Exozet, an agency for digital transformation. Financial terms were not disclosed.
“I am very pleased to bring Exozet into the Endava family. Exozet’s focus is well-aligned with Endava’s approach to digital transformation and innovation and gives a significant boost to our close-to-client German-speaking talent. Additionally, Exozet expands our credentials in immersive experiences, media management, and the automotive and broadcasting sectors, all areas for which we see strong demand. Exozet’s product offering, combined with Endava’s wider skillset and capacity, can expand the opportunities for our existing clients as well as for new ones,” John Cotterell, Endava’s CEO.
Mentha Capital to acquire and merge paraDIGMA Group and BlijWerkt. (FS)
Mentha Capital, an independent investment firm, agreed to acquire the majority stakes and merge paraDIGMA Group and BlijWerkt, two service providers that operate in the field of sustainable employability and provide employment to over 400 employees, from Gilde Healthcare, a healthcare investment company. The transaction is subject to the approval of the Dutch Healthcare Authority. Financial terms were not disclosed.
“Sustainable employability is an increasingly important theme for companies and society where the demand for effective and innovative service is increasing. By joining forces, paraDIGMA and BlijWerkt can further improve the quality and service they provide to customers and lay a solid foundation for further growth," Barend Rutten, Mentha Capital Investment Director.
Glencore, a British–Swiss multinational commodity trading and mining company, agreed to acquire the LNG unit of Orsted, a power company based in Fredericia, Denmark. Financial terms were not disclosed.
"Even though Orsted's LNG team has performed well during the last few years, the business has been loss-making and is projected to remain so for years to come. Further financial improvements would require further contractual commitments. With Orsted's global expansion in renewable energy, it is clear that LNG trading will not be a part of Orsted's future core business, and it is therefore being divested," Orsted.
ECJ asked to declare Italian rule capping Vivendi's holding in Mediaset contrary to EU laws.
The European Union advocate general proposed the EU Court of Justice declares that an Italian law that forced Vivendi to forfeit two-thirds of its stake in Italian broadcaster Mediaset violates the bloc's rules, Reuters reported.
EU Advocate General Campos Sánchez-Bordona said in a statement the Italian law excessively limited the right to do business anywhere in the EU compared to the need to protect the variety of sources in the media sector.
PKO BP and PZU preparing bids for Commerzbank.
Poland's biggest bank PKO BP and a consortium of insurer PZU and its subsidiary Pekao are expected to file initial bids for Commerzbank's Polish arm, mBank, by mid-January. Among the other institutions expected to make first-round offers for the stake in mBank are Austria's Erste and Credit Agricole.
Commerzbank, Germany's second-largest lender behind Deutsche Bank, aims to sell its 69.3% stake in mBank, Poland's fourth-largest lender by assets, by the end of next year.
Thyssenkrupp board leans toward elevator division sale. (FS)
The majority of Thyssenkrupp’s management board is leaning toward a sale of its €15bn ($16.5bn) elevator division, Reuters reported.
Binding bids for Thyssenkrupp’s most profitable business are due by January 13 and will be followed by a supervisory board meeting two days later when the field of suitors is expected to be narrowed down to 2-3 parties.
The company launched a dual-track process for the division’s disposal, which also includes plans for an initial public offering of a minority stake. The firm wants to make a final decision on which path to take by end of March.
APAC
Estee Lauder, a skincare products manufacturer, completed the acquisition of the remaining shares in Have & Be, the Korean skincare products manufacturer, for $878m.
"The Estée Lauder Companies is the ideal home for our brands. Since the beginning of our partnership four years ago, the Company has shared our mission to provide the very best skin care and beauty products to consumers around the world. We are excited about the opportunity to continue this partnership as we continue to innovate and grow our brands globally,” ChinWook Lee, Have & Be CEO.
Have & Be was advised by Michel Dyens & Co, Bae Kim & Lee, and Skadden Arps Slate Meagher & Flom. Estee Lauder was advised by Perella Weinberg Partners, Kim & Chang, and Lowenstein Sandler.
Showa Denko, a Japanese chemical engineering firm, agreed to acquire a 51% stake in Hitachi Chemical, the chemical unit of Hitachi, a Japanese multinational conglomerate company headquartered in Chiyoda, for $6bn. Showa Denko beat rival bids from Nitto Denko, and US buyout funds Bain Capital and Carlyle Group.
The purchase would be Showa Denko's largest on record and would boost the company's revenue from lithium-ion automotive batteries and related materials — segments that are growing fast as carmakers race to make more electric-powered vehicles. Hitachi has been shedding non-core businesses to re-focus on manufacturing equipment and data services that benefit from internet-of-things technologies.
Hitachi is advised by Goldman Sachs and Shiomizaka.
Saudi Aramco, a Saudi Arabian national petroleum and natural gas company, completed the acquisition of a 17% stake in Hyundai Oilbank, a private oil refining company, from Hyundai Heavy Industries Holdings, the world's largest shipbuilding company, for $1.2bn.
The investment in South Korea’s Hyundai Oilbank supports Saudi Aramco’s downstream growth strategy of expanding its global footprint in key markets in profitable integrated refining, chemicals and marketing businesses that enable Saudi Aramco to place crude oil and leverage its trading capabilities.
Saudi Aramco was advised by JP Morgan.
Isuzu Motors, a Japanese commercial vehicle and diesel engine manufacturing company, agreed to acquire UD Trucks, a Japanese company whose principal business is the manufacturing and sales of diesel trucks, buses, bus chassis and special-purpose vehicles, from Volvo Group, a Swedish multinational manufacturing company, for $2.3bn.
"Isuzu Motors and the Volvo Group strongly believe in the business opportunities and synergy potential between the two Groups. We intend to derive the full value from each other's different specialties across product and geographical strongholds. Our collaboration will actively contribute to service improvements and strengthened customer satisfaction as well as to prepare ourselves for the forthcoming logistics revolution," Masanori Katayama, Isuzu Motors President, and Representative Director.
Jeju Air, a South Korean budget airline, agreed to acquire a 51% stake in Eastar Jet, a low-cost airline with its headquarters in Banghwa-dong, Gangseo-gu, Seoul, for $59m.
The deal shows consolidation is underway in South Korea's crowded budget carrier space as travel demand is falling to the key Japan market due to a diplomatic row between the two neighboring countries, hitting the profitability of airlines.
Vingroup, a real estate company, agreed to merge Adayroi.com, an e-commerce site, into VinID, an e-payment company. Financial terms were not disclosed. The transactions will be completed by the end of December 2019.
“Merging Adayroi with VinID not only helps store data about customer behavior but also create a new platform where customer needs are better predicted,” Vingroup.
Daimler looks to take majority control in its main China joint venture.
Daimler, a German multinational automotive corporation, is looking to take a majority stake in its Chinese joint venture with BAIC Group, after initial efforts to raise its stake failed, and as Chinese investors tighten their grip on the German carmaker, Reuters reported.
Daimler's moves come at a time of heightened tension between Berlin and Beijing as German lawmakers debate whether to bar China's Huawei from local 5G networks and as German companies look to ease Chinese ownership restrictions.
Tencent-backed Beike ponders a $1bn IPO.
Beike Zhaofang, a Chinese online property brokerage platform backed by Tencent, is considering an initial public offering that could raise at least $1bn, Bloomberg reported.
The company is working with an adviser for the potential share sale. The listing could take place as soon as in 2020.
Gaw Capital Partners closes Gateway Real Estate Fund VI at $2.2bn. (FS, RE)
Real estate-focused private equity firm Gaw Capital Partners announced the final close of its sixth Greater China/Asia Pacific real estate fund, Gateway Real Estate Fund VI, at the hard cap size of $2.2bn, making it the firm's largest vehicle to date.
Fund VI will follow a similar opportunistic investment strategy as its predecessor Gateway funds. It will target real estate assets in Greater China, Japan, Vietnam, South Korea, Singapore, Southeast Asia and Australia.
China's DT Capital Partners raised $285m for its new fund. (FS)
Chinese private equity firm DT Capital Partners hit the final close of a new fund at $285m, gearing up investments against the backdrop of a clouded domestic economic environment in China.
The new fund, which will primarily invest in the TMT, healthcare and high-end manufacturing industries, received capital from government-linked investment companies.
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