AMERICAS
Hasbro, an American worldwide toy and board game company, completed the acquisition of Entertainment One, a publicly-traded Canadian multinational mass media and entertainment company, for $3.8bn. The cash consideration represented a 31% premium to eOne's 30-day volume-weighted average price as of August 22, 2019.
"We are excited about what we can do together and see tremendous opportunity for shareholder value creation through this acquisition. Our businesses are highly complementary with substantial synergies and a great cultural fit. The addition of eOne accelerates our blueprint strategy by expanding our brand portfolio with eOne's beloved global preschool brands, adding proven TV and film expertise, and creating additional opportunities for long-term profitable growth. We are pleased to welcome the incredibly talented eOne team to our company," Brian Goldner, Hasbro Chairman and CEO.
Entertainment One was advised by JP Morgan, Mayer Brown, Osler Hoskin & Harcourt and Alma PR. Hasbro was advised by Centerview Partners, Cravath Swaine & Moore, Freshfields Bruckhaus Deringer, Stikeman Elliott and Gladstone Place Partners. Debt was provided by Bank of America Merrill Lynch.
A consortium led by Northern Private Capital, a Toronto-based investment firm, agreed to acquire MDA, a provider of encompassing ground stations, radar satellite products, robotics, defense, and satellite components, from Maxar Technologies, a provider of earth intelligence and space infrastructure, for $765m.
“This transaction — when combined with the recently completed sale of real estate in Palo Alto — reduces Maxar’s overall debt by more than $1bn and significantly reduces Maxar’s leverage ratio. Also, the loss of future cash flow from MDA will be significantly offset by interest savings from the reduction of debt. We expect the net effect of all these factors to only reduce our prior guidance for Adjusted EBITDA and free cash flow generation in the 2022 to 2023 time period by approximately $50m,” Biggs Porter, Maxar CFO.
Maxar is advised by PJT Partners, RBC Capital Markets, Bank of America Merrill Lynch, Wachtell Lipton Rosen & Katz and Stikeman Elliot. NPC is advised by BMO Capital Markets and Scotiabank. Debt is being provided by Scotiabank, Bank of Montreal, PointNorth Capital and Canso Investment Counsel.
Franchise Group, an operator of franchised and franchisable businesses, agreed to acquire American Freight Group, which operates a chain of furniture and mattress stores, from The Jordan Company, a middle-market private equity firm, for $450m.
"We expect that combining American Freight with our similarly large-format Sears Outlet business and our small-format Buddy’s Home Furnishings business will generate significant economic synergies over time that will be realized from leveraging corporate overhead, vendor and franchisee partnerships, operating methods, and a common customer base," Brian Kahn, Franchise Group President & CEO.
Franchise Group is advised by Kayne Anderson Private Credit and B. Riley FBR. Debt is being provided by Kayne Anderson Private Credit and B. Riley FBR. American Freight Group is advised by Harris Williams.
Gemphire Therapeutics and NeuroBo Pharmaceuticals expect to complete their merger on December 30. The combined company will be renamed NeuroBo Pharmaceuticals and is expected to begin trading on The Nasdaq Capital Market on a post-reverse stock split basis under the new ticker symbol “NRBO” today.
As previously announced, Gemphire’s stockholders voted to approve the proposals required to complete the merger transaction. In connection with these approvals, the Board of Directors of Gemphire approved a reverse stock split of Gemphire’s common stock at a ratio of one new share for every 25 shares outstanding, which is expected to become effective immediately prior to the consummation of the merger.
NeuroBo is advised by Racepoint Global, Consilium Partners, and Mintz Levin. Gemphire is advised by Ladenburg Thalmann, Honigman Miller Schwartz & Cohn, and LifeSci Advisors.
KKR agreed to acquire OverDrive, a digital reading platform for libraries and schools, from Rakuten, a Japanese electronic commerce and online retailing company. Financial terms were not disclosed.
"OverDrive is very excited to work with the world-class KKR team due to their track record of accelerating digital media and technology businesses in global markets. This provides access to an extraordinary network of capabilities to empower our institutional partners for the benefit of the communities and readers they serve," Steve Potash, OverDrive Founder and CEO.
KKR is advised by Goldman Sachs, LionTree Advisors and Simpson Thacher & Bartlett.
Sumitomo Dainippon Pharma, a Japanese drug manufacturer, completed the acquisition of a 10% stake in Roviant Sciences, a Swiss drug manufacturer, for $3bn. Sumitomo Dainippon-Roivant Alliance, a new entity to be wholly owned by Sumitomo Dainippon Pharma, is expected to assume Roivant’s ownership interests in Myovant Sciences, Urovant Sciences, Enzyvant Therapeutics, Altavant Sciences, and one additional company to be specified before the execution of the definitive agreement.
"I am pleased that we and Roivant have closed our important deal which comprises one of the strategic investments that we are making to address our challenges laid out in the Mid-term Business Plan 2022. We are thrilled to have Sumitovant as one of the core growth engines for Sumitomo Dainippon," Hiroshi Nomura, Sumitomo Representative Director, President, and CEO.
Roivant was advised by Cravath Swaine & Moore. Sumitomo was advised by Jones Day.
Blackford Capital completed its investment in Cartridge World, a provider of cartridges, printers, printer services and advice for both the home and office customer. Financial terms were not disclosed.
"Blackford and its operating partners bring a tremendous amount of industry experience to the table in addition to their strategic, financial, and operational experience. We are excited to partner with Blackford and benefit from the firm's 20-plus years of industry experience; they will serve as an extremely valuable resource to both Cartridge World and our franchisee network. The firm will help facilitate supply chain improvements critical to our refocused, service-oriented business model, as we continue to develop and grow our network and product options to the ultimate benefit of our customers and franchise owners," Mark Pinner, Cartridge World North America CEO.
Blackford Capital was advised by Lambert & Co. Debt financing was provided by Small Business Community Capital.
SEEIT invested $110m in a US renewables portfolio.
SDCL Energy Efficiency Income Trust, the first UK-listed investment company to invest exclusively in the energy efficiency sector, agreed to acquire a 50% interest in Primary Energy, a portfolio of recycled energy and cogeneration projects located in Indiana, USA.
"This investment in a proven operational portfolio further diversifies SEEIT's portfolio, in terms of geography, technology, counterparty and application. We are confident that this portfolio will make a significant contribution to SEEIT's total returns," Jonathan Maxwell, Sustainable Development Capital CEO and Founder.
EMEA
Egyptian regulators approved Uber's $3.1bn acquisition of regional rival Careem after agreeing to a set of commitments meant to reduce harm to competitors. The deal is expected to close in January, depending on regulatory approval in various territories. Egypt, with a booming population of 100m, is the biggest in the Middle East for ridehailing services.
Careem is advised by Jefferies & Company and Wilson Sonsini Goodrich & Rosati. Uber is advised by Morrison & Foerster. Saudi Technology Ventures is advised by Freshfields Bruckhaus Deringer. Kingdom Holding Company is advised by Hogan Lovells.
Nykredit, a financial services company, completed the acquisition of LR Realkredit, which provides mortgage loans to finance properties most of which qualify for some sort of public support, for $392m.
"By acquiring LR Realkredit, we increase our equity and grow our lending in areas where Nykredit already has very strong expertise. It was therefore natural for us to enter into constructive negotiations with LR Realkredit when its Board of Directors approached us to learn if we were interested in acquiring the company," David Hellemann, Nykredit Group Managing Director.
Consortium led by billionaire Daniel Friedkin in talks to acquire AS Roma.
A group led by US billionaire Daniel Friedkin is in advanced talks to acquire an 82% stake in AS Roma, a professional football club, for $835m - $880m, including debt. AS Roma’s current owners have been trying to sell it for a while, holding talks with various potential buyers amid growing frustration with local authorities over a stalled project to build a new stadium.
“Any deal with Group Friedkin is subject to the positive outcome of the legal due diligence process on the AS Roma group,” AS Roma.
Commerzbank in talks to buy a stake in Comdirect from Petrus Advisers.
Commerzbank, a German bank, is in advanced talks to acquire the stake of Petrus Advisers, an investment manager, in Comdirect bank. Commerzbank, which owns more than 82% of Comdirect, is in the process of taking over the entire online bank. A stake of 90% under German law would allow Commerzbank to squeeze out remaining shareholders, Reuters reported.
Monte dei Paschi sells $2bn in impaired loans.
Italian state-owned lender Monte dei Paschi di Siena, completed three disposals of impaired loans for around $2bn, surpassing a goal set in its restructuring plan two years ahead of time.
Monte dei Paschi said the disposals cut soured loans on its balance sheet to around 12.5% of total lending, better than a 2021 target of 12.9% set in the restructuring plan Italy agreed with the EU Commission when it bailed out the bank in 2017, Reuters reported.
The Italian Treasury said the government, with the agreement of the European Union Commission, would delay to early 2020 the presentation of a plan to sell its 68% stake in Monte dei Paschi.
Israeli M&A value slips 6% in 2019 to $20.4bn.
The value of mergers and acquisitions in Israel in 2019 fell 6% to $20.4bn though the number of deals rose 34% to 166, Reuters reported.
The value of deals in 2018 was boosted by the acquisition of Frutarom by International Flavors & Fragrances for $7.1bn. However, the acquisition size of 2019 was more modest, the leading one of which was Orbotech acquisition by KLA-Tencor Corp for $3.4bn.
Nvidia’s acquisition of Mellanox, and Baring Private Equity Asia’s acquisition of Lumenis - with a combined value of about $10bn - are all expected to close in early 2020.
APAC
EQT Partners agreed to acquire Metlifecare, an owner and operator of retirement villages, providing rewarding lifestyles and outstanding care, for $996m.
“The Board is pleased to have achieved this outcome on behalf of shareholders. The Board has made it clear for some time that the market has undervalued the company. The price of $4.6 represents a 67% premium to the company’s 52-week trading low and a 38% premium to the closing price prior to the announcement of the initial offer and is within the company’s own valuation range," Kim Ellis, Metlifecare Board Chair.
Metlifecare is advised by Jarden, Simmons Corporate Finance and Chapman Tripp. EQT is advised by Goldman Sachs, Bell Gully, Domestique and Thompson Lewis.
Elkem, a supplier of silicon-based advanced materials, agreed to acquire Polysil, a silicone elastomer & resins material manufacturer with strong positions in baby care and food grade silicones, for $135m. Completion of the acquisition is subject to final regulatory approvals. Closing is expected by the end of the first quarter of 2020.
“We are continuing to deliver on our growth and specialization strategy. Acquiring Polysil will strengthen our position in selected specialized silicones segments in China. There are considerable synergies in leveraging Elkem’s upstream capabilities to supply raw materials and intermediates, and in combining both the product portfolio and the domestic and global market positions of Polysil and Elkem,” Michael Koenig, Elkem CEO.
Elkem is advised by Alantra, Wikborg Rein, and Ernst & Young. Polysil is advised by Han Kun Law Offices.
China Minmetals ends talks to acquire Yunnan Tin.
State-owned China Minmetals, a Chinese metals and mineral trading company, ended talks with the southwestern province of Yunnan about taking control of Yunnan Tin, a producer and exporter of tin.
A potential merger of the two firms was expected to be completed by October this year. It would have marked the second time in two years a central government-run Chinese metals firm had taken control of a major Yunnan producer.
Hinduja Group plans to bid for Ethiad-backed Jet Airways.
UK-based Hinduja Group plans to submit an expression of interest for Ethiad-backed Jet Airways, a grounded Indian carrier. Hinduja brothers are expected to submit the EOI by the January 15 deadline, signaling the intent to make a formal offer.
Hinduja Group had earlier this year considered bidding for Jet Airways in partnership with Etihad, but Etihad jettisoned the proposal, and Jet Airways was tipped into bankruptcy.
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