EMEA
Apollo reached the agreement with RPC Group’s pension trustees. (FS)
Agreement provides mitigation for the impact of the acquisition on the RPC Containers Scheme by way of additional cash contributions of £5.2m ($6.8m) per annum for a period of five years and nine months (increasing with effect from 1 April 2020 by 3% per annum) and £25m ($33m) in security over real estate assets reducing on a straight-line basis to £12m ($16m) from September 2024. The trustees of the RPC Containers Scheme have confirmed that, having regard to the information and mitigation provided, the Acquisition is not materially detrimental to the security of members' benefits under the RPC Containers Scheme.
RPC was advised by Deutsche Bank, Jefferies, Credit Suisse, Evercore, Rothschild, Slaughter & May and FTI Consulting. Apollo was advised by BNP, Barclays, Citigroup, HSBC, Paul Weiss Rifkind Wharton & Garrison, Sullivan & Cromwell and Maitland. Davis Polk advised Barclays and Citigroup.
LetterOne announced a €300m voluntary tender offer and €500m conditional capital increase in Spanish retailer DIA. (FS)
L1 Retail, international investment business and part of LetterOne Group, and owner of 29% of DIA, the Spanish food retailer, today announced a voluntary tender offer and comprehensive rescue plan to secure the future of DIA. L1 Retail is committed to supporting a €500m capital increase following the successful completion of its VTO. Offer values DIA at more than €400m ($457m).
The L1 Retail rescue plan, ‘MAKE DIA A CHAMPION', consists of three integrated components. First, a VTO for the acquisition of all the shares in DIA that it does not already own at a price of €0.67 ($0.77) per share, a significant premium of 56.1% to the closing price on 4 February 2019. Second, a commitment to support a capital increase of €500m to achieve a viable long-term capital structure, which is conditional upon the completion of the VTO and reaching a satisfactory agreement with DIA's lending banks. Third, a comprehensive six-pillar transformation plan led and overseen by L1 Retail, which is expected to deliver a turnaround of the business over the next five years.
Estudio de Comunicacion and Camarco are PR advisors to LetterOne.
GSK to buy immunotherapy rights for €3.7bn from Merck.
Merck will receive an upfront payment of €300m ($343m) for the drug known as M7824 and is eligible for potential payments of up to €500m ($572m) depending on development milestones in lung cancer drug. Merck will also be eligible for further payments of up to €2.9bn ($3.3bn), depending on commercial milestones, for a total deal value of up to €3.7bn ($4.2bn).
First Quantum to offer $700m for Zambia Mine.
First Quantum Minerals offered to buy the Zambian government's 20% stake in Africa's biggest copper mine for as much as $700m, according to a Bloomberg.
Vancouver-based First Quantum already owns 80% of the Kansanshi mine in Zambia's North-Western Province, while state-owned ZCCM Investments Holdings holds the rest. The proposal, which was submitted last year, includes $300m to $400m in cash, and an equal amount in special royalties, over more than ten years.
The deal would also include ZCCM-IH dropping a $1.4bn legal claim against First Quantum over a loan the company received from Kansanshi, the report said. The government is still considering the proposal.
Total could rival with Shell with a bid for Eneco Groep.
According to Bloomberg, French oil giant Total is working with advisers as it weighs an offer for Eneco Groep, joining many financial and industry bidders for the Dutch utility, including rival Royal Dutch Shell.
The firm, which is owned by dozens of Dutch municipalities and is due to be auctioned this year, could fetch as much as €4bn ($4.6bn). It joins companies including Engie, Enel, Macquarie Group and Mitsubishi Corp, which may also be interested in the asset.
Britain's FirstGroup selling one of its largest regional bus divisions.
According to the Telegraph, British transport group FirstGroup is selling one of its largest regional bus divisions. The company's operations in Manchester will be sold for as little as £20m ($26m). Each site will be sold to different bus companies.
AMERICAS
General Electric said it expects to close the merger of its transportation business with Wabtec Corp on Feb. 25. Following the closing of the deal, Wabtec will own 50.8% of the combined company, with GE and its shareholders owning the rest.
Goldman Sachs and Jones Day are advisors to Wabtec Corp. Dyal Co, Morgan Stanley, PTJ Partners and Davis Polk & Wardwell are advisors to General Electric.
Papa John's picks Starboard $200m investment over founder's. (FS)
Papa John's International entered into a securities purchase agreement with Starboard Value under which Starboard is making a $200m strategic investment in the Company with the option to make an additional $50m investment through March 29, 2019. Papa John's International's founder John Schnatter said the pizza chain rejected an investment offer of up to $250m from him.
"Our agreement with Starboard concludes a comprehensive strategic review conducted over the past five months to better position Papa John's for growth, improve the Company's financial performance and serve the best interests of our stakeholders. This transaction provides the Company with financial resources and strong and experienced directors on the Board in order to position the Company for success over the long term. We believe we have found terrific partners to advance Papa John's strategy, especially given their record of reinvigorating and growing premier restaurant and consumer brand companies," said Olivia Kirtley, a member of the Special Committee and most recently Chairman of the Papa John's Board.
Lazard and BofA Merrill Lynch are acting as financial advisors, Akin Gump Strauss Hauer & Feld, Hogan Lovells are legal counsels to Papa John's.
Willis Towers Watson, a leading global advisory, broking, and solutions company, completed its acquisition of Integra Capital, a Canadian investment management company. Integra Capital is now a wholly owned subsidiary of Willis Towers Watson. Financial terms were not disclosed.
"Our multiyear partnership with Integra Capital has been successful in delivering exceptional delegated solutions to clients," said Kemp Ross, global head of Delegated Investment Solutions, Willis Towers Watson. "We are excited to formally bring the Integra Capital team into Willis Towers Watson, build on this positive momentum and further penetrate the market."
Abu Dhabi's Mubadala sells a stake in chipmaker AMD for $842m. (FS)
The Abu Dhabi's state fund Mubadala has sold 34.9m common equity shares, with market value of about $842m based on ADM’s Monday closing price.
Mubadala will continue to be a major shareholder in the global semiconductor firm after the transaction, with ownership of about 6.9%, once the 75m warrants are converted to common equity shares. Converting the warrants will provide AMD with $449m, Mubadala said in a statement.
Vivendi considers partial Universal Music sale.
Vivendi is mulling a partial sale of Universal Music Group, which could value the label at $25bn, according to Bloomberg. Reportedly Vivendi has met with financial advisers and held informal talks with potential buyers, including at least two private equity firms..
APAC
India's UPL open to buy back ADIA and TPG stakes in Arysta. (FS)
Agrochemicals firm UPL may buy back the stakes of Abu Dhabi Investment Authority and TPG Capital, which helped the Mumbai-based company acquire Arysta LifeScience for a record $4.2bn, after the expiry of a three-year lock-in period.
ADIA and TPG have partnered UPL Corp.'s acquisition of Arysta, which closed on Monday. As per the tripartite agreement, ADIA and TPG Capital Asia invested $1.2bn ($600m each) for a 22% combined shareholding in UPL Corp., a unit of listed parent UPL, to facilitate UPL Corp.'s acquisition of Arysta.
"Suppose TPG and ADIA have a stake in a step-down subsidiary, they have a lock-in period of three years. They can exit after that. If they sell to any other PE, we have right of first refusal. They have an option to list the entity also" said Anand Vora, UPL's global CFO.
Indian billionaire to benefit from his brother's firm bankruptcy.
RCom has voluntarily filed for court protection after a planned sale of the tower, spectrum and fiber assets to older sibling Mukesh Ambani's Reliance Jio Infocomm stalled. The INR173bn ($2.4bn) deal had prompted objections and lawsuits from creditors seeking payment ahead of the sale.
Now, the elder Ambani could have even more leverage in bidding for the assets of a company whose demise he helped hasten by storming into the mobile phone market in 2016 with free services. Mukesh Ambani can only vie for RCom's wireless carrier assets because a top court in January relaxed rules that had prevented family members from bidding on parts of companies going through insolvency.
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