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AMERICAS
Hess shareholders approved the New York-headquartered oil company’s pending acquisition by Chevron for $53bn, even as the timeline for when the deal may close has become increasingly murky with the companies locked in a dispute with Exxon Mobil. A majority of outstanding Hess shares voted in favor of the merger agreement, though the company did not immediately provide a tally of the vote.
“We are very pleased that the majority of our stockholders recognize the compelling value of this strategic transaction and look forward to the successful completion of our merger with Chevron,” John Hess, CEO.
GTCR, a private equity firm focused on leveraged buyout, agreed to acquire Surmodics, a provider of surface modification technologies for intravascular medical devices and a provider of chemical components for in vitro diagnostic, for $627m.
“We are pleased to announce this transaction, which enables Surmodics shareholders to realize immediate value creation with a substantial premium, reflecting the significant progress and important achievements made by our employees. GTCR is an ideal partner for Surmodics, given its extensive history and deep domain expertise in the Healthcare sector, and I am confident that this transaction will position the company to continue to deliver compelling benefits for physicians, patients and customers going forward,” Gary Maharaj, Surmodics President and CEO.
GTCR is advised by Goldman Sachs, Cleary Gottlieb Steen & Hamilton, and Kirkland & Ellis. Surmodics is advised by Jefferies & Company and Faegre Drinker Biddle & Reath.
ConocoPhillips, a provider of oil exploration and production services, agreed to acquire Marathon Oil, an independent oil and gas exploration and production company, for $22.5bn.
"This is a proud moment to look back on what we achieved at Marathon Oil. Powered by our dedicated employees and contractors, we built a top performing portfolio with a multi-year track record of peer-leading operational execution, strong financial results and compelling return of capital to our shareholders - all while holding true to our core values of safety and environmental excellence. ConocoPhillips is the right home to build on that legacy, offering a truly unique combination of added scale, resilience and long-term durability. With its premier global asset base, strong balance sheet and laser focus on operational excellence, ConocoPhillips' track record of long-term investments, differentiated shareholder distributions and active portfolio management are unmatched. When combined with the global ConocoPhillips portfolio, I'm confident our assets and people will deliver significant shareholder value over the long term," Lee Tillman, Marathon Oil Chairman, President and CEO.
ConocoPhillips is advised by Evercore and Wachtell Lipton Rosen & Katz (led by Gregory Ostling and Zachary Podolsky). Marathon Oil is advised by Morgan Stanley and Kirkland & Ellis.
Merck, a pharmaceutical company, agreed to acquire Eyebiotech, a privately held ophthalmology-focused biotechnology company, for $3bn.
“We continue to execute on our science-led business development strategy to expand and diversify our pipeline. The EyeBio team, under the leadership of Dr. David Guyer and Dr. Tony Adamis, has a strong track record of developing groundbreaking ophthalmology therapies. By combining our strengths, we aim to advance with rigor and speed the development of their promising pipeline of candidates targeting retinal diseases," Dean Y. Li, Merck Research Laboratories President.
Eyebiotech is advised by Centerview Partners and Skadden Arps Slate Meagher & Flom (led by Graham Robinson, Laura Knoll and Ani Kusheva). Merck is advised by Citigroup and Gibson Dunn & Crutcher.
Aethon Energy Management, a private investment firm and registered investment adviser, agreed to acquire integrated upstream assets of Tellurian, a company that builds a low-cost natural gas business, for $260m.
"The expanding scale of our vertically integrated business continues to deliver capital efficiency and industry-leading margins as we work to accelerate the role of natural gas in the broader energy transition. This Fund II and Fund III acquisition provides complementary growth opportunities alongside our extensive upstream and midstream footprint in the Haynesville with more than 20 years of existing inventory life. Our partnership with Tellurian will provide our downstream LNG customers with the lowest methane emission intensity in North America," Albert Huddleston, Aethon Energy CEO.
Aethon Energy Management is advised by Gibson Dunn & Crutcher. Tellurian is advised by Lazard and Akin Gump Strauss Hauer & Feld.
Bloomsbury, an independent publisher, completed the acquisition of academic publishing business from Rowman & Littlefield, a privately-owned independent publisher, for $83m.
"This acquisition is a game-changer for Bloomsbury. Rowman & Littlefield is one of the few independent US academic publishers of such scale and it is great that our discussions with Jed Lyons have led to this acquisition. Their 40k academic titles added to ours will make us a significant US academic publisher, growing Bloomsbury's academic and digital publishing presence in North America, opening new markets and publishing areas to Bloomsbury, and is a key milestone in the delivery of our long-term growth strategy," Nigel Newton, Bloomsbury Chief Executive.
Cerberus Capital, an alternative investment firm, completed the acquisition of a majority stake in M1 Support Services, a provider of aircraft maintenance, repair, and overhaul services. Financial terms were not disclosed.
“We are very excited about partnering with Cerberus to usher in the next chapter of growth for M1. Cerberus shares our ‘Mission First’ approach, has extensive expertise in our industry and across national security domains, and a reputation for supporting operational excellence and long-term growth," Kathy Hildreth and Bill Shelt, M1 Co-Founders.
Omers said to explore selling a $3.5bn stake in Leeward Renewable Energy. (FS)
Ontario’s pension fund for local-government workers is exploring selling a stake in Leeward Renewable Energy, Bloomberg reported.
The Ontario Municipal Employees Retirement System is working with advisers to solicit interest in the Dallas-based company, which may be valued at about $3.5bn including debt in a transaction.
Subway’s $3.35bn franchise-backed bond is largest ever.
Sandwich chain Subway is selling $3.35bn of asset-backed securities to help fund its buyout, marking the largest securitization of its kind on record.
The sandwich maker is selling a whole business securitization, where a company pledges most of its assets as collateral, including franchise fees. Morgan Stanley and Barclays are joint structuring advisers for the transaction, Bloomberg reported.
Subway is advised by Morgan Stanley and Barclays.
Elliott bets $2.5bn on shaking up Texas Instruments. (FS)
Elliott Investment Management has invested more than $2.5bn in Texas Instruments and is pushing the chipmaker to improve free cash flow, setting the stage for another campaign by the influential activist investor.
Elliott is proposing a strategy that it believes would let Texas Instruments generate free cash flow of $9 or more per share by 2026. Last year, the tech company had $1.47 a share in free cash flow and was projected to deliver $1.87 this year, Bloomberg reported.
Altice International shelves plans to sell Dominican assets.
Altice International has shelved plans to sell assets in the Dominican Republic as the company continues to explore ways to cut debt, Bloomberg reported.
Offers received for Altice Dominicana were too low and it doesn’t need to sell anything at a discounted value, group Treasurer Gerrit Jan Bakker said on a call discussing first quarter results.
Amid merger speculation, Brazilian airline Gol parent talks with Azul.
The parent company of Brazilian airline Gol has started talks with rival Azul to "explore opportunities," following media reports earlier this year that pointed to a potential merger.
Azul added in a securities filing it has not signed or formalized any new agreement regarding a potential business combination with Gol, which is controlled by Latin American airline holding company Abra Group, Reuters reported.
Ex-Pioneer CEO says FTC wrongly vilified him over Exxon deal.
Former Pioneer Natural Resources Chief Executive Officer Scott Sheffield says federal regulators mischaracterized facts and wrongly vilified him in saying he tried to collude with OPEC to prop up crude prices, Bloomberg reported.
Sheffield, a key figure in the rise of the US shale industry, filed a request with the Federal Trade Commission asking the agency to vacate its proposed consent order for Exxon Mobil’s $60bn takeover of Pioneer.
BlackRock’s $20bn ETF is world’s largest bitcoin fund. (FS)
BlackRock’s iShares Bitcoin Trust has become the world’s largest fund for the original cryptocurrency, amassing almost $20bn in total assets since listing in the US at the start of the year, Bloomberg reported.
The exchange-traded fund held $19.68bn, dethroning the $19.65bn Grayscale Bitcoin Trust, data compiled by Bloomberg show. The third largest is the $11.1bn offering from Fidelity Investments.
Energy Capital Partners completes $6.7bn fundraise. (FS)
Energy Capital Partners, an investor across energy transition, electrification and decarbonization infrastructure assets, today announced the successful final closing of its fifth flagship equity strategy, ECP V, with total capital commitments of $4.4bn. ECP exceeded its initial $4bn target for Fund V by 10% and also raised an additional $2.3bn of co-investment capital, reflecting the strong and continued support for ECP’s flagship equity strategy.
“ECP’s continued success is a testament to the strength of our proven strategy, growing demand for reliable, affordable, and clean energy, as well as the hard work of our team,” Doug Kimmelman, ECP Founder and Senior Partner.
TD hires former Barclays activist defense banker Daniel Kerstein. (People)
TD Securities hired former Barclays veteran Daniel Kerstein to lead its structuring solutions and shareholder advisory practice, Bloomberg reported.
Kerstein, who’s based in New York, is joining as a managing director on the firm’s mergers-and-acquisitions team, according to memo to staff sent by global investment-banking co-heads Parker Weil and Geoff Bertram.
EMEA
Consortium led by private equity firms Permira and Blackstone, completed the acquisition of Adevinta, a European online classifieds company, for €13.6bn ($14.8bn).
"We believe our offer provides attractive value and certainty for shareholders, whilst helping Adevinta take advantage of its long-term growth opportunities in a rapidly changing landscape. Access to flexible capital in a private context will ensure Adevinta remains competitive in this environment. We believe we can drive forward Adevinta’s strategy in the interest of the company and its stakeholders," Lionel Assant, Blackstone Head of European Private Equity.
Adevinta was advised by Citigroup (led by Wilhelm Schulz), JP Morgan, Cleary Gottlieb Steen & Hamilton, Skadden Arps Slate Meagher & Flom, Edelman (led by John Kiely). Financial advisors are advised by Shearman & Sterling (led by George Karafotias). General Atlantic was advised by Weil Gotshal and Manges. Blackstone was advised by Simpson Thacher & Bartlett (led by Geoffrey Bailhache and Atif Azher). Aurelia BidCo was advised by ABG Sundal Collier (led by Are Andersen), Goldman Sachs (led by Sam Britton and Mark Sorrell), Freshfields Bruckhaus Deringer (led by Markus Paul and Olga Stürmer), Latham & Watkins (led by Jayanthi Sadanandan and Ben Wright), Wikborg Rein (led by Per Anders Saehle and Dag Erik Rasmussen), Fogel & Partners (led by Birgitta Henriksson) and Zynk (led by Marte Ramuz Eriksen). Schibsted is advised by Morgan Stanley (led by Dominique Cahu and Erik Tregaard), Clifford Chance (led by Jennifer Chimanga and Jeroen Thijssen) and Wiersholm (led by Sverre Sandvik). eBay is advised by LionTree Advisors (led by Jake Donavan), Thommessen and Wachtell Lipton Rosen & Katz.
EP Group, a holding company controlled by Daniel Kretinsky, agreed to acquire the remaining 72.4% stake in International Distribution Services, a postal service and courier company that provides collection and delivery services, for £3.6bn ($4.6bn).
"IDS, and Royal Mail in particular, form part of the national infrastructure of the countries they operate in. More than that, Royal Mail is part of the fabric of UK society and has been for hundreds of years. The EP group has the utmost respect for Royal Mail's history and tradition, and I know that owning this business will come with enormous responsibility - not just to the employees but to the citizens who rely on its services every day. The scale of the commitments we are offering to the company and the UK Government reflect how seriously we take this responsibility, to the benefit of IDS' employees, union representatives and all other stakeholders," Daniel Křetínský, EP Group Founder and Chairman.
Anglo American rejected BHP Group's last-ditch request for more time to discuss a $49bn takeover offer, dismissing it as highly complex and likely ending a five-week pursuit by the bigger rival, Reuters reported.
Anglo had granted BHP a one-week extension until May 29 to its original May 22 deadline to submit a binding offer after rejecting a third takeover proposal that it dismissed as difficult to execute.
Technoprobe, a company specialising in the design and production of probe cards, completed the acquisition of Device Interface Solutions business from Teradyne, a supplier of automated test solutions, for $85m.
“The integration of DIS and Harbor will generate synergies also accelerating the process of entering the final testing market. Additionally, the partnership with Teradyne will allow us to expand product offerings, cross-selling opportunities and to enhance investments in advanced technologies," Stefano Felici, Technoprobe CEO.
Teradyne, a supplier of automated test solutions, completed the acquisition of a 10% stake in Technoprobe, a company specializing in the design and production of probe cards, for $516m.
“The transaction finalized today is a step forward in our company development process: we will strengthen our skills in the PCB and high-performance interfaces market by consolidating the full vertical integration of our business," Stefano Felici, Technoprobe CEO.
Averon Park, a parent company of a large trading group, offered to acquire Foresight Sustainable Forestry, a company offering direct and liquid access to the attractive investment characteristics of UK forestry and afforestation projects, for £167m ($213m).
"The offer from Arizona Bidco is at a price that represents a significant premium to the volume weighted average price for the past three months. We believe this offer represents good value for shareholders, and therefore we are recommending it. The structure of the deal means investors can continue to participate in the compelling investment fundamentals presented by the forestry and carbon credit industries through a private structure," Richard Davidson, FSFC Chairman.
The European Energy Exchange (EEX) has offered remedies in a bid to address EU antitrust concerns about its bid for Nasdaq's European power trading and clearing business, Reuters reported.
EEX, which is part of Deutsche Boerse, submitted its proposal without providing details in line with the Commission's policy.
Dar Al-Handasah Consultants Shair and Partners Holdings (Sidara), a consulting company, offered to acquire John Wood Group, a British engineering and consulting firm, for $2.03bn.
Sidara's proposals follow activist shareholder Sparta Capital Management's letter to Wood last month, pushing it to consider either selling itself or to reconsider its UK listing.
John Wood is advised by JP Morgan, Morgan Stanley and FTI Consulting. Sidara is advised by Brunswick Group.
KPN and ABP-backed Glaspoort, a fiber optics company, agreed to acquire the fiber optic network business from DELTA Fiber, a broadband, TV and fixed telephony services provider. Financial terms were not disclosed.
This proposed acquisition concerns approximately 200k consumer connections in sparsely populated areas spread across several regions in the Netherlands.
Glaspoort is advised by Barclays.
Expobank, a provider of commercial banking services, completed the acquisition of the Russian business of HSBC, a banking and financial services organisation. Financial terms were not disclosed.
Completion of the deal represents HSBC's formal exit from Russia. HSBC's business in Russia consisted of a corporate banking business which offered a range of lending and investment banking services to domestic and multinational customers. It employed around 200 people.
German vice chancellor remains committed to TenneT takeover.
German vice chancellor and economics minister Robert Habeck remains committed to the takeover of Dutch grid operator TenneT, German newspaper Rheinische Post reported.
"I still think it makes sense for the state to ensure that such important infrastructure remains in good hands," Robert Habeck, vice chancellor and economics minister. Despite so far inconclusive negotiations, the economics minister said the talks are not over yet, and the German government will continue to talk to the Dutch government about the takeover, emphasizing the importance of network expansion, Reuters reported.
Cleveland-Cliffs is in talks to buy US plants of Russia’s NLMK.
Cleveland-Cliffs is in talks to acquire the US Midwest assets of Russia’s largest steelmaker Novolipetsk Steel, Bloomberg reported.
New York-listed Cliffs has expressed interest in a potential deal to NLMK, as the steelmaker is also known. Some of the people said that Cliffs has signed a non-disclosure agreement. The assets, which consists of steel-mill facilities in Indiana and Pennsylvania, could be valued at more than $500m in a potential sale.
ABP sells €10bn in fossil fuels portfolio.
Europe’s biggest pension fund, Stichting Pensioenfonds ABP, has exited all liquid assets in oil, gas and coal worth about €10bn ($10.8bn), in an effort to be greener, Bloomberg reported.
The last shares and bonds owned by the fund were sold in the first quarter of this year, Harmen van Wijnen, chairman of ABP’s board of trustees, said in an interview at the fund’s headquarters in Amsterdam. ABP, which had pledged to sell down a majority of the investments by early last year, no longer holds any “liquid assets” in fossil energy producers.
Bregal Unternehmerkapital closes oversubscribed Fund IV at €2.65bn. (FS)
Munich-based private equity firm Bregal Unternehmerkapital has held the closing of its fourth fund, Bregal Unternehmerkapital IV with total capital commitments of €2.65bn ($2.88bn).
Fund IV, which was significantly oversubscribed and successfully closed at its hard cap, secured strong investor support from existing clients as well as over 30 new investors, according to a press statement.
APAC
China sets up $47.5bn third fund to boost semiconductor sector.
China has set up its third planned state-backed investment fund to boost its semiconductor industry, with a registered capital of CNY344bn ($47.5bn), DealStreetAsia reported.
President Xi Jinping has stressed the need for China to achieve self-sufficiency in semiconductors. That need has increased after the US has imposed a series of export control measures over the last couple of years, citing fears that Beijing could use advanced chips to boost its military capabilities.
360 ONE Asset launches secondary fund with target to raise $480m. (FS)
360 ONE Asset Management, formerly known as IIFL Asset Management, has launched an INR4,000-crore ($480m) secondary fund-a vehicle that acquires existing stakes in private equity or other investment funds from current investors seeking liquidity, DealStreetAsia reported.
"Over the last decade, $360bn has been invested in Indian venture capital and private equity, with only $160bn remaining. This leaves $200bn seekig liquidity. The critical questions are: How many of these companies will go public? How many will have an M&A outcome? And how many will need a secondary solution?" Sameer Nath, 360 ONE Asset CIO & Head - PE & VC.
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