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Daily Review is our daily roundup of M&A news. Announcements, rumors, insights, and data before your morning coffee. Subscribe and never miss a beat with MergerLinks.
9 January 2019

Sika to acquire Parex from CVC Capital Partners for CHF2.5bn.

Daily Review

Global M&A

EMEA

Sika to acquire Parex from CVC Capital Partners for CHF2.5bn. (Financial Sponsors)
 
Genstar-backed Apex Group acquired Custom House. (FS)
 
Clayton Dubilier & Rice to acquire a majority stake in WSH Investments for £780m. (FS)
 
AfricInvest and Catalyst invested in Kenya's Prime Bank. (FS)
 

 

AMERICAS

Cloudera-Hortonworks $5.2bn merger closes.
 
ContourGlobal to acquire two cogeneration energy plants from Alpek for $724m.
 
SoftBank to invest an additional $2bn in WeWork. (FS)
 
TriArtisian to acquire P.F. Chang for $700m. (FS)
 
France's Maurel & Prom to invest $400m for 40% stake in a Venezuela oilfield.
 

APAC

GIC-backed Bandhan Bank to combine with mortgage financier Gruh Finance in a $11.7bn deal. (FS)
 
Celltrion aims to set up China JV within the first half of 2019.
 
Bingo Industries ready to divest its waste processing plant.

Latest Deals

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EMEA

Sika to acquire Parex from CVC Capital Partners for CHF2.5bn. (FS)
 
Sika made a binding offer to acquire Parex from CVC Capital Partners. Parex is a leading manufacturer of mortar solutions including facade mortars, tile adhesives, waterproofing, and technical mortars. Parex has a particularly strong presence in distribution channels, combining recognized brands with R&D expertise and technical excellence.

In 2018 the company generated sales of CHF1.2bn ($1.2bn) and expects an EBITDA of around CHF195m ($198m). Deal values Parex at CHF2.5bn ($2.6bn) with expected annual synergies of CHF80–100m ($82-102m).

Paul Schuler, CEO of Sika: "Parex is an excellent company with well-recognized brands and an impressive performance track record. The businesses of Parex and Sika are highly complementary. Using Parex technologies as a growth platform in all our 101 countries and cross-selling of our products to the well-established distribution channels of Parex will generate great profitable growth. Parex's excellent facade business can be leveraged in the entire Sika world."

Sika was advised by Rothschild & Co. UBS and Citigroup were provided financing.
 
Genstar-backed Apex Group acquired Custom House. (FS)
 
Apex Group, one of the world's top five largest fund administrators and a subsidiary of Genstar Capital, completed the successful integration of the Custom House, a leading global hedge fund administrator delivering services to alternative investment managers across Europe, Asia and the Americas. Financial terms were not disclosed.

The acquisition adds a further $24bn in assets under administration to the Group's portfolio and is a strong strategic and cultural fit given its independent business model and focus on delivering a personal approach customer service. 

Peter Hughes, Founder and CEO, Apex Group, said: "The Apex and Custom House businesses were established in a similar way and therefore are a natural fit. The Custom House team add valuable hedge experience to our existing global hedge teams, and the close of this acquisition will be mutually beneficial for both Custom House and Apex clients."

Willkie Farr & Gallagher advised Apex Group.
 
Clayton Dubilier & Rice to acquire a majority stake in WSH Investments for £780m. (FS)
 
Clayton, Dubilier & Rice agreed to buy a significant stake in WSH Investments, the U.K. catering operator behind brands such as Benugo and Searcys London in a deal that values the company at about £780m ($1bn) including debt.

WSH chairman and founder Alastair Storey will remain on the board as a key shareholder as part of the transaction. In its last reported accounts, WSH saw turnover hit £828m for the year to 29 December 2017. Pre-tax profit in the period rose 29% to £8m.
 
AfricInvest and Catalyst invested in Kenya's Prime Bank.
 
Private equity firms AfricInvest and Catalyst Principal Partners jointly acquired a "significant minority" stake in a second tier Kenyan lender, Prime Bank. The investment had been carried out through a special purpose vehicle, AfricInvest Azure, formed jointly by AfricInvest and Catalyst. Financial terms were not disclosed.

Prime Bank, which was founded in 1992 by local investors, controls just under 2% of the total banking assets in the sector. It focuses on corporate banking and it recently acquired an insurance subsidiary.

 

AMERICAS

Cloudera-Hortonworks $5.2bn merger closes.
 
Former Hadoop rivals Cloudera and Hortonworks have completed their merger after shareholders approved the plans at the end of 2018. Combined company took Cloudera's name and is headed by Cloudera boss Tom Reilly. 

In the months following the deal's announcement, stock prices dropped for both firms – from $19.05 to $10.02 for Cloudera, and from €20.95 ($23.98) to €11.80 ($13.5) for Hortonworks. The companies' combined value had dropped from $5.2bn when the deal was made public to less than $3bn. The duo, which has burned through cash since going public, hope that by combining forces they will rein in their losses. Hortonworks recorded a net loss of $205m in the year to 31 December 2017, while Cloudera had net losses of $386m in the 12 months to 31 January 2018. Under the terms of the deal, Cloudera stockholders now own 60% of the fully diluted shares of the new company, and Hortonworks shareholders the remaining 40%.
 
Hortonworks was advised by Qatalyst Partners. Cloudera was advised by Morgan Stanley and Fenwick & West.
 
ContourGlobal to acquire two cogeneration energy plants from Alpek for $724m.
 
ContourGlobal reached the agreement with Alpek S.A.B. de C.V, to acquire Alpek's portfolio of two natural gas-fired combined heat and power plants, together with development rights and permits for a third plant, for $724m in cash. An additional payment at closing estimated at $77m represents the Value Added Tax assessed for the transaction and is expected to be refunded in full within 12 months of closing. The two CHP plants will provide electricity and steam under long-term contracts to subsidiaries of Alfa S.A.B. de C.V, a leading Mexican industrial conglomerate, and other commercial and industrial customers.

The CHP plants are located on sites adjacent to and interconnected with, Alpek's industrial facilities and have a gross installed capacity of 518MW.  Additionally, ContourGlobal will be acquiring the development rights and permits for a third adjacent plant with a planned capacity of 414MW.

Joseph C. Brandt, President and CEO of ContourGlobal commented: "This accretive transaction fits squarely into our strategic and financial approach to acquisitions. It was highlighted during our IPO and reflects our commitment to pursue high-quality growth through operationally led strategic acquisitions and to double adjusted EBITDA without issuing new equity within five years of our listing.  We are closer to achieving this objective with this acquisition, which we expect to add approximately $110m to our adjusted EBITDA in the first full year of operations."
 
SoftBank to invest an additional $2bn in WeWork. (FS)
 
SoftBank Group Corp. has decided against taking a controlling stake in real estate company WeWork and is instead planning to make a smaller $2bn investment. SoftBank, which has already invested more than $8bn in WeWork, had discussed taking a controlling position in the co-working startup, potentially spending $16bn to buy a larger position in the company. The new investment will value WeWork at $47bn.
 
TriArtisian to acquire P.F. Chang for $700m. (FS)
 
TriArtisan Capital Advisors is in exclusive talks to acquire Chinese food restaurant P.F. Chang's for as much as $700m from Centerbridge Partners.

Centerbridge is exploring a sale of P.F. Chang's, the firm announced in June, after separating the chain from Pei Wei Asian Diner. The private equity firm had acquired the restaurants in 2012 for $1.1bn. P.F. Chang's has about 220 restaurants in the U.S. and more in Mexico, South Korea, the United Arab Emirates and elsewhere.
 
France's Maurel & Prom to invest $400m for 40% stake in a Venezuela oilfield.
 
France's Maurel & Prom will invest $400m to acquire a 40% stake in a Venezuela oilfield joint venture called Petroregional del Lago. Maurel & Prom in December had agreed to pay €70m ($81m) to buy the stake from Royal Dutch Shell and that it would invest €350m ($403m) in boosting output.

"It will participate together with PDVSA with $400m in investment to increase production in Lake Maracaibo," said state oil company PDVSA President Manuel Quevedo in a broadcast in the company of Maurel & Prom President Michel Hochard. "We have signed agreements to ensure the necessary investments at the start of 2019 ... to boost production to 70k barrels per day." 

The field in 2018 produced around 15,5k barrels per day.
 
 

APAC

GIC-backed Bandhan Bank to combine with mortgage financier Gruh Finance in a $11.7bn deal. (FS)
 
India's Bandhan Bank agreed to buy mortgage provider Gruh Finance in a share-swap deal to build up its housing loan portfolio. Shareholders of Gruh Finance, including its majority shareholder Housing Development Finance Corp., India's biggest mortgage lender, will get 568 shares of Bandhan Bank (worth INR10) for every 1000 they own (worth INR2). The deal is valued at about INR818bn ($11.7 billion), based on closing share prices on the day before the announcement. 

The deal will help Bandhan Bank's main shareholder, Bandhan Financial Holdings, reduce its stake in the lender to just above 60%. Last year, the Reserve Bank of India withdrew permission for Bandhan Bank to open new branches and froze its chief executive's salary for failing to bring down Bandhan Financial Holdings' stake to below 40%. HDFC holds 57.83% stake in Gruh Finance, which will come down to about 15% after the merger. Bandhan Bank counts Singapore sovereign wealth fund GIC Pte and World Bank arm International Finance Corporation among its investors. GIC owns a 4.6% stake in the bank while IFC holds 1.8%.

"The microcredit or unsecured portfolio will fall from the current levels of 86% to 58%, thanks to the presence of secured home loans in the combined portfolio. Also, the average tenure of the loans will also go up since Gruh loans tend to have tenure of three years whereas we give loans of one-year," Chandrasekhar Ghosh, founder and CEO of Bandhan Bank, said.
 
Celltrion aims to set up China JV within the first half of 2019.
 
Drugmaker Celltrion, South Korea's third-largest company by market value, aims to set up a joint venture in China within the first half of this year, and begin selling products in the country next year.

"Since last year, we've been pushing on with a plan to set up a joint venture in China," said Chairman Seo Jung Jin. He added that the firm has been in talks with several Chinese companies however he declined to elaborate.

Celltrion sells drugs known as biosimilars, mainly to Europe and the United States.
 
Bingo Industries ready to divest its waste processing plant.
 
Bingo Industries offered to divest its eastern Sydney waste processing plant to address antitrust concerns related to the waste management firm's planned acquisition of Dial-aDump.The Australian Competition and Consumer Commission in November said the deal could have negative impacts on the market for processing, landfill and collections of building and demolition waste.

Bingo announced the AUD578m ($422m) acquisition of its smaller rival in August in a bid to take advantage of a Chinese ban on waste imports. The deal could make the company the biggest waste collector in Sydney.

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