AMERICAS
Cerevel Therapeutics, a clinical-stage biopharmaceutical company, agreed to merge with Arya Sciences Acquisition II, a blank check entity. In addition a group of investors led by Bain Capital, Perceptive Advisors and Pfizer has committed to participate in the transaction through a common stock PIPE of approximately $320m at $10 per share. The combined company is expected to receive net proceeds of approximately $445m at the closing of the transaction.
“We believe neuroscience represents the next era of innovation in biopharma. Cerevel has the potential to be a science and data-driven premier neuroscience company, making it precisely the type of opportunity that Arya II was designed to combine with. Our goal when we formed Arya II was to identify a company that had a differentiated approach to developing medicines, was ready to be public and was led by a highly experienced management team. This is exactly what we saw in Cerevel. We are excited about the potential their medicines represent – to both patients and investors," Adam Stone, Perceptive Advisors Chief Investment Officer and Arya II CEO.
Arya II is advised by Goldman Sachs, Jefferies & Company and Kirkland & Ellis. Cerevel Therapeutics is advised by Evercore, Morgan Stanley, Stifel, Goodwin Procter and W2O Group. Bain Capital is advised by Ropes & Gray.
Google’s $2.1bn bid for fitness tracker maker Fitbit will face a full-scale EU antitrust investigation next week, Reuters reported.
Alphabet unit Google this month offered not to use Fitbit’s health data to help it target ads in an attempt to address EU antitrust concerns. The opening of a full-scale investigation suggests that this is not sufficient.
The deal, announced last November, would see Google compete with market leader Apple and Samsung in the fitness-tracking and smart-watch market, alongside others including Huawei and Xiaomi.
Fitbit is advised by Qatalyst Partners, Fenwick & West and Sard Verbinnen. Fenwick & West is advised by Cooley. Google is advised by Lazard and Cleary Gottlieb Steen & Hamilton.
Auryn Resources, a junior exploration company focused on finding and advancing globally significant precious and base metal deposits, agreed to acquire Eastmain Resources, a Canadian exploration company, following the spin off Peruvian assets.
The transaction will create Fury Gold Mines and two independent spin-out entities "SpinCo Sombrero" consisting of the Sombrero project and "SpinCo Curibaya" consisting of the Curibaya and Huilacollo projects. Eastmain shareholders will be entitled to c. 0.117 of a Fury Gold shares for each Eastmain share.
"The Board of Eastmain strongly endorses the transaction, as we believe it is in the best interests of all our shareholders and stakeholders. Fury Gold will have the capability and access to capital to develop and finance Eau Claire. We want to commend our interim President and CEO Blair Schultz for his efforts in delivering this strong partner and to thank our entire team for their efforts moving this Transaction to a positive conclusion. The time is right and Fury Gold opens up a new horizon for all of our stakeholders," Laurie Curtis, Eastmain Chairman.
Auryn Resources is advised by Minvisory, Stifel, Blake Cassels & Graydon and McMillan. Eastmain Resources is advised by Maxit Capital and Cassels Brock & Blackwell.
The $90m acquisition of OnDeck, a global online small business lending company, by a FinTech company Enova International, is facing investigation for securities law violations.
OnDeck and its board of directors will be examined by Rowley Law, a law firm representing shareholders in class actions and derivative lawsuits in complex corporate litigation.
OnDeck is advised by Evercore and Kirkland & Ellis. Enova is advised by Jefferies & Company and Vedder Price.
Azimut Alternative Capital Partners, a private equity firm, agreed to acquire a minority stake in Kennedy Lewis Investment Management, a provider of investment management services. Financial terms were not disclosed.
“We at Azimut Alternative Capital Partners are delighted and honored to welcome Kennedy Lewis as our first strategic partner and affiliate. With the strength of Azimut’s global resources, we will fulfill our shared vision of helping Kennedy Lewis achieve its greatest potential,” Jeff Brown, AACP Chief Executive Officer.
Kennedy Lewis is advised by Houlihan Lokey and Seward & Kissel. Azimut is advised by Sidley Austin.
40 North Ventures, an early-to-growth stage venture capital fund focused on technology investments in the industrial sector, is set to invest in eleven companies of GE Ventures, a venture capital subsidiary of General Electric. Companies are specialized in manufacturing and engineering (Carbon, Desktop Metal, Aras), vehicle electrification and distributed energy (Proterra, Volta, Enbala), workforce productivity applications (Catalant, Upskill), key enabling component technologies (Menlo Micro) and broad applications for industrial enterprises like AI/ML-powered data solutions (Nexar, Tamr). Financial terms were not disclosed.
“Each of these companies has been doing important work to advance the industrial sector and 40 North Ventures has the network and deep industry experience to accelerate their growth. I am looking forward to reuniting with these transformative companies, given the time I spent working with them at GE Ventures," Marianne Wu, 40 North Ventures Co-Managing Director.
40 North Ventures is advised by Edelman.
Windrose Health Investors, a healthcare investor, completed the acquisition of Caregiver, a provider of intermediate, home and residential care to individuals with intellectual or developmental disabilities, from DW Healthcare, a private equity firm. Financial terms were not disclosed.
"We have evaluated many businesses in this sector and have identified Caregiver as the premier platform. Caregiver has an exceptional reputation for providing high-quality care and we look forward to supporting the Company's continued growth as they expand into new and existing markets," CJ Burnes, WindRose Partner.
Alliant Insurance Services, a provider of insurance brokerage services agreed to acquire Senior Market Sales, an insurance marketing organization. Financial terms were not disclosed.
"Integrating SMS' powerful platform with Alliant enables us to provide our broker partners and their clients with service beyond today's employee benefits. This solidifies our commitment to a full-service benefits platform and diversifies our offerings with innovative new technologies, tools, and resources that will further enhance our products and services to agents across the US," Tom Corbett, Alliant Chairman and CEO.
Strategic Wireless acquires multi-state tower portfolio throughout the Eastern US.
Strategic Wireless Infrastructure Funds Management has completed the acquisition of a tower portfolio, real estate and other related assets located at premier locations throughout multiple states on the eastern seaboard including New York, Delaware, Massachusetts, Pennsylvania and Florida.
"This acquisition helps to further diversify our growing portfolio of high-quality, telecommunications infrastructure assets throughout the US. We continue to exercise extreme discipline in our acquisition and development programs focusing on unique opportunities that help mitigate risk by delivering revenues associated with the country’s top wireless carriers and other credit-worthy tenants," Jerry Sullivan, Strategic Wireless Chief Executive Officer.
EMEA
GrandVision, the Dutch operator of a chain of eyeglass stores, said it had started an arbitration case against its would-be buyer EssilorLuxottica to ensure the French-Italian eyeglass firm “complies with its obligations.”
The move follows a EssilorLuxottica suit filed at the Rotterdam District Court last week seeking to force GrandVision to disclose information about its management performance during the coronavirus crisis. EssilorLuxottica announced a €7.2bn ($8.4bn) bid for GrandVision in July 2019.
GrandVision is advised by ING Bank, Bredin Prat, and De Brauw Blackstone Westbroek. EssilorLuxottica is advised by BNP Paribas, Citigroup, Goldman Sachs, BonelliErede, Latham & Watkins, Stibbe, Sullivan & Cromwell, Brunswick Group, and Community Group. HAL Holding is advised by NautaDutilh. Debt financing to EssilorLuxottica is provided by Credit Agricole and HSBC. Legal advice to the debt providers is provided by Hogan Lovells.
The court in Madrid supported the suspension of the $1.1bn merger between Spanish and Italian unit of Mediaset, an Italian broadcaster controlled by Silvio Berlusconi. A week ago, the Netherlands court delayed Mediaset's plans until September 1.
Court documents show that Mediaset's request to lift the precautionary suspension in relation to the merger has been declined. Previously, Mediaset changed terms of the deal to receive a green light from authorities that put the merger on hold in October 2019.
Mediaset Espana is advised by JP Morgan and Uria Menendez. JP Morgan is advised by Linklaters. Mediaset is advised by Banca IMI, Bank of America Merrill Lynch, Citigroup, Mediobanca, Allen & Overy, Chiomenti, Pedersoli Studio Legale, and Brunswick Group. Financial advisors of Mediaset are advised by Shearman & Sterling.
SergeFerrari Group, a designer, manufacturer and distributor of flexible composite materials, agreed to acquire Verseidag-Indutex, a PTFE glass materials provider, from Jagenberg, a management holding company active in the mechanical engineering and technical textiles sectors. Financial terms were not disclosed.
"This acquisition will strengthen the Group's fundamentals. It also reinforces our position in the very attractive market for innovative non-combustible solutions and allows us to expand our product portfolio with, for example, larger production widths or environmentally friendly coating techniques that present great development potential. The highly complementary nature of the product ranges, business expertise and geographical footprint of our two companies is a definite step forward for the Group," Sébastien Baril, SergeFerrari Marketing and Digital Transformation Director.
SergeFerrari Group is advised by NewCap.
Ardian completed the acquisition of Finaxy, a French multi-specialist B2B and B2C insurance broker, from Equistone Partners, a European mid-market private equity firm. Financial terms were not disclosed.
"Knowing this sector quite well, we were convinced by Finaxy's multi-specialist positioning and its potential for organic growth across its three businesses. Under the leadership of Erick Berville, Finaxy has also been a key player in the consolidation of a still fragmented market and we will continue to support and accelerate this external growth policy. We are delighted to support Erick and his teams who, beyond their performance, have demonstrated agility and a strong entrepreneurial culture," Alexis Lavaillote, Ardian Expansion team Managing Director.
Equistone was advised by Brunswick Group.
An investor group led by Saudi Arabia’s Public Investment Fund has abandoned its proposed $390m takeover of UK soccer team Newcastle United Football Club.
The consortium formally withdrew its interest because of the prolonged process and current challenges posed by the ongoing coronavirus crisis.
The investor group agreed to acquire the club from billionaire Mike Ashley in April, around the time English football was suspended because of the pandemic. After reaching the deal with Ashley, the consortium had been waiting for approval from the English Premier League on their suitability as owners.
“During the unforeseeably prolonged process, the commercial agreement between the investment group and the club’s owners expired. Our investment thesis could not be sustained, particularly with no clarity as to the circumstances under which the next season will start and the new norms that will arise,” PIF.
CNPC considers acquiring BP’s $1.5bn stake in Oman gas field.
China National Petroleum is in talks to acquire part of BP’s stake in a key gas field in Oman, Bloomberg reported.
China’s state-owned oil giant is having advanced discussions with BP for a 10% stake in the Khazzan natural gas field. The minority stake could fetch about $1.5bn. The oil major owns a 60% stake in the project, while its partner Oman Oil still has a 30% stake after it sold a 10% holding to Malaysia’s state oil company in 2018.
Sampo and RMI consider buying Hastings.
Sampo, a Finnish insurer, and South Africa’s Rand Merchant Investment are in talks to acquire British motor insurer, Hastings, sending Hastings’ shares up 15%, Reuters reported.
Sampo wants to expand into non-life insurance, and beyond Nordic markets, it said in a statement, explaining its interest in Hastings. The two firms are considering a cash offer for Hastings, which has a market capitalisation of $1.43bn.
Generali seeks M&A bargains despite lower profits.
Insurer Generali expects lower profits this year after Covid-19 hit first-half results, but will still keep an eye open for M&A opportunities that might arise from the crisis, Reuters reported. Italy's biggest insurance company has $2.4-$3.5bn available for possible M&A deals.
“Our priority for M&A in the insurance sector is Europe, while we look at the United States and Asia in asset management," Philippe Donnet, Generali Chief Executive.
Brembo raised stake in Pirelli to 4.99%.
Brembo, an Italian brake maker, which makes brakes for automakers including Ferrari and Tesla as well as several Formula One teams, said it now held a 4.99% stake in Pirelli, both directly and indirectly through its Nuova FourB parent company, and that it had completed the purchase process. Brembo said it would not buy additional shares in tyremaker Pirelli.
“We have made an investment, which we had decided on before the Covid-19 outbreak, in a company that we know and greatly respect, with a market positioning which is very similar to our own,” Matteo Tiraboschi, Brembo’s Executive Deputy Chairman.
ZF considers the possible sale of a stake in Ibeo.
ZF Friedrichshafen, a car parts maker, is exploring options for its 40% stake in sensor specialist Ibeo including a possible sale, as it seeks to cut costs after a series of takeovers, Reuters reported.
Ibeo, working with Deloitte, is angling for new investors after receiving a large contract from a carmaker. ZF would be open to selling its stake if the new investor wanted to take control of the company. Using a valuation metric applied to its peers, Ibeo’s business as a whole would be expected to be worth $353m, including debt.
EDF considers asset sales.
EDF, the French utility, plans to cut operating costs by €500m ($578m) up to 2022 and aims to generate €3bn ($3.46bn) from asset sales after reporting a fall in net profit in the first half of 2020 due to the coronavirus outbreak.
The company said it planned the asset sales over the period 2020 to 2022 and would keep its net investments stable at around €15bn ($17.3bn) on average annually until 2022.
"I’m confident that EDF will be able to achieve the additional targets," Jean-Bernard Levy, EDF CEO.
Zimbabwe billionaire struggles to divest telecom asset.
Zimbabwe billionaire Strive Masiyiwa is seeking buyers for 20% to 34% of Liquid Telecommunications for as much as $600m, Bloomberg reported. He needs the money to repay a $375m loan that was backed by Public Investment, the continent’s largest money manager.
The PIC, which oversees the equivalent of $135bn mainly on behalf of South African government workers, is demanding the issue be resolved by the end of August after granting an extension on the payment earlier this year. The loan it backed was used to fund a pay-TV venture, which failed last year because Zimbabwe’s economic woes and currency shortages meant the company could not pay suppliers.
APAC
Singaporean conglomerate Keppel reported a second-quarter loss that breaches a threshold in state investor Temasek’s $3bn conditional offer to buy control of the company, Reuters reported.
Temasek offered to raise its stake and buy control of Keppel in October last year, leading to expectations of consolidation in the domestic rig building sector.
“We believe that the 20% threshold in the material adverse change clause in respect of net profit after tax has been crossed,“ Loh Chin Hua, Keppel CEO.
Keppel is advised by Evercore. Temasek is advised by Morgan Stanley.
LINE MAN, a delivery app in Thailand, agreed to merge with Wongnai Media, a restaurant review and discovery platform, and receive $110m investment from BRV Capital Management, a growth capital firm.
“We’re excited to be working with BRV Capital Management, a growth capital firm that has repeatedly shown it knows how to find and develop winners. Since its launch four years ago, LINE MAN has grown into the most popular delivery application for the Thai people — and now, this investment by BRV Capital Management will help take LINE MAN to the next level," Eunjung Lee, LINE Plus Head of Global Business for Southeast Asia.
Li Auto is close to $1.1bn Nasdaq IPO.
Li Auto, an electric vehicle maker, backed by mainland food delivery-to-ticketing services platform Meituan Dianping, is on track to raise almost $1.1bn in what could be the biggest IPO of a Chinese firm on US exchanges in months.
Li Auto priced 95m shares at $11.5 per share, Reuters reported. The company initially aimed to sell these shares at between $8 and $10 per share.
CanSinoBIO plans to raise $743m in STAR IPO. (FS)
CanSino Biologics, a Chinese biopharmaceutical company that is developing a Covid-19 vaccine candidate, plans to raise a total of $743m in an IPO on Shanghai’s Nasdaq-style STAR Market.
The company, which got listed in Hong Kong after it secured $162m in its IPO in March 2019, intends to offer 24.8m common shares at a price of $29.9 apiece.
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