Newmont Mining, an American mining company, offered a special dividend of 88 cents to gain approval from unhappy shareholders if they back the $10bn acquisition of Goldcorp, a gold production company headquartered in Vancouver. The deal was first announced in January. Under the terms of the agreement, Newmont will acquire each Goldcorp share for 0.3280 of a Newmont share, which represents a 17% premium based on the companies’ 20-day volume weighted average share prices.
The announcement of the divident came soon after Van Eck, Newmont’s third-biggest shareholder, and John Paulson, another major shareholder, said they would oppose the deal, stating that the offered premium was unjustified.
“We’re very pleased with Newmont’s decision,” Joe Foster, portfolio manager at Van Eck, said. “Companies always claim they’re going to create synergies. It’s great to see Newmont putting their money where their mouth is and giving us a payout up front.”
Goldcorp is advised by Bank of America Merrill Lynch, Fort Capital Partners, TD Securities, Cassels Brock & Blackwell, Neal Gerber & Eisenberg, Osler Hoskin & Harcourt, and Skadden Arps Slate Meagher & Flom. Newmont is advised by BMO Capital Partners, Citigroup, Goldman Sachs, Cleary Gottlieb Steen & Hamilton, Goodmans, White & Case, Joele Frank, and Wachtell Lipton Rosen & Katz.
Emera, a publicly traded energy utility company, sold its Maine operations to ENMAX, a vertically integrated utility that generates and distributes electricity, natural gas, renewable energy, and value-added services to customers in Alberta, Canada, for $1.3bn. This transaction is part of Emera’s previously announced three-year funding plan and together with the previously announced sale of its New England Gas Generation portfolio will, on closing, fully achieve the targeted asset sale component of the plan.
“Transmission and distribution utilities play a vital role in delivering essential electricity services to our homes, communities and businesses, and as electricity customer needs evolve, utilities like ENMAX and Emera Maine are adapting and investing to ensure customers continue to benefit from access to safe, reliable services,” said Gianna Manes, President and CEO of ENMAX. “The acquisition of Emera Maine is a complementary opportunity for ENMAX to grow our regulated utility business and enhance our connections with customers.”
RBC Capital Markets, Skadden Arps Slate Meagher & Flom and Verrill Dana advised Emera. CIBC Capital Markets, Bracewell, Blake Cassels & Graydon, Bernstein Shur Sawyer & Nelson advised ENMAX.
Thermo Fisher Scientific, the world leader in serving science, acquired Brammer Bio, a leader in viral vector manufacturing for gene and cell therapies, for $1.7bn in cash from Ampersand Capital. Upon completion, Brammer Bio will become part of Thermo Fisher's pharma services business within its Laboratory Products and Services Segment.
"Brammer Bio will be an exciting addition to our pharma services business and will further strengthen Thermo Fisher's leadership in serving pharma and biotech customers," said Marc N. Casper, president and chief executive officer of Thermo Fisher Scientific. "Gene therapy is an area of increasing focus for our customers and is fast-evolving given its potential to treat a range of genetic disorders. The combination of Brammer Bio's viral vector capabilities with our GMP production expertise and proprietary bioprocessing and cell culture technologies uniquely positions us to partner with our customers to drive the evolution of this incredibly fast-growing market. The transaction is perfectly aligned with our Mission to enable our customers to make the world healthier, cleaner and safer."
Morgan Stanley advised Brammer Bio.
Tenaris, a global manufacturer and supplier of steel pipes and related services, acquired IPSCO Tubulars, a producer and supplier of seamless and welded oil country tubular goods, from TMK, a leading global manufacturer and supplier of steel pipes for the oil and gas industry, for $1.2bn.
The acquisition would enhance Tenaris’s position and local manufacturing presence in the US market, extending its product offering and expanding its service footprint. It would add a first US steel bar production facility at Koppel, PA, complement its seamless production in Bay City, TX with a second facility in Ambridge, PA, and bring additional welded, heat treatment and finishing facilities to better serve customers throughout the country.
Paolo Rocca, Chairman and CEO of Tenaris, commented: “Over the past 15 years, we have been expanding our manufacturing presence and positioning in the US market. This acquisition would mark a further step in our journey as a domestic producer and supplier to the US oil and gas industry.”
BTIG and Latham & Watkins advised TMK.
Bridgepoint Capital, a pan-European private equity investor, acquired Kyriba, a San Diego-based developer of treasury-management software, in a deal which values the company at $1.2bn. Founded in 2000, Kyriba has raised around $150m in prior financing, including a $45m round led by Sumeru Equity Partners in 2017.
Brookfield Renewable Partners, a Brookfield-owned partnership that owns and operates renewable power assets, invested $750m in TransAlta, an electric power generator and wholesale marketing company headquartered in Canada. This investment will ensure TransAlta will transition to 100% clean energy by 2025.
"Brookfield's investment is a strong endorsement of TransAlta's strategy and future value," said Dawn Farrell, TransAlta President and Chief Executive Officer. "By crystallizing the value of our Hydro Assets, we can accelerate the return of capital to shareholders and invest in coal to gas conversions and strategic gas and renewable developments, while still meeting our goal to reduce senior indebtedness to $1.2bn by the end of 2020. With Brookfield as a cornerstone shareholder, we are well positioned to invest in our business and increase value for shareholders."
CIBC and Davies Ward advised TransAlta.
Onex Corporation, a private equity and credit investor and manager, acquired Gluskin Sheff + Associates, a Canadian independent wealth management firm, for C$445m ($331m). The C$14.25 ($10.6) per share offer represents a 28% premium to Gluskin Sheff’s closing share price on March 22, 2019.
Gerry Schwartz, Chairman and Chief Executive Officer of Onex, said: “Gluskin Sheff is one of the largest and most respected independent wealth management firms in Canada, serving high net worth families and institutional investors, with a strong long-term track record of risk-adjusted investment returns and outstanding client service. By combining Gluskin Sheff’s public securities investing platforms with Onex’ private equity and private debt platforms the clients of both firms will have greater investment options.”
Blair Franklin Capital Partners advised Gluskin Sheff.
OpCapita, a private equity firm specializing in the operational improvement of businesses in the retail, consumer and leisure industries, agreed to acquire Maurices, a specialty retailer focused on women’s value apparel, from Ascena, an American retailer of women's clothing. Certain members of the Maurices management team will invest alongside OpCapita in the transaction, which values the company at an enterprise value of $300m.
Henry Jackson, Chief Executive of OpCapita, commented: “We believe there is a real opportunity to increase the profitability of maurices through hands-on operational improvement. We firmly believe that our consistent focus on operational discipline is a key differentiator embedded in the heart of our organization, and one we look forward to implementing at maurices. As we establish maurices as an independent stand-alone company, we welcome the continued support of ascena through their retained stake and the range of services they will provide.”
Guggenheim Partners and Proskauer Rose advised Ascena. PJ Solomon and Clifford Chance advised OpCapita.
La Caisse de dépôt et placement du Québec, a Canadian pension fund, acquired a minority stake in Hilco Trading, an independent financial services company. Following the transaction, CDPQ will own 27% of Hilco Global. Financial terms were not disclosed.
"Our investment is motivated by Hilco Global's excellent reputation, track record and strong management team," commented Stéphane Etroy, Executive Vice-President and Head of Private Equity at CDPQ. "Hilco Global, whose role is to transition existing and often undervalued assets into profitable use, helps businesses to adopt new technologies and adjust to changing consumer habits. This is perfectly aligned with our long-term investment strategy."
Mayer Brown advised CDPQ.
Scout24, the Germany-based autos and property marketplace which is currently being taken private by private equity firms Hellman & Friedman and Blackstone Group, is interested in making an offer to acquire the classifieds business of eBay, an American multinational e-commerce corporation. The deal could be valued at approximately $8-12bn.
“That is a concrete example we are looking at,” CEO Tobias Hartmann told journalists after Scout24 reported double-digit growth in revenue and profits last year.
On the acquisition of Scout24, Blackstone was advised by JP Morgan, Linklaters, Freshfields Bruckhaus Deringer and Latham & Watkins. Hellman & Friedman was advised by EY, JP Morgan, Linklaters and Freshfields Bruckhaus Deringer. Scout24 was advised by Gleiss Lutz, Allen & Overy, Citigroup and Morgan Stanley.
Sagewind Capital-backed By Light Professional IT Services, a leading provider of IT, cloud, cyber and infrastructure solutions, acquired Phacil, a diversified software, cybersecurity, systems engineering and managed services provider to the US Government. Financial terms of the transaction were not disclosed.
Bob Donahue Jr., CEO and Founder of By Light, said: "We are thrilled to acquire Phacil, which has a proven track record of excellent service and growth. Its diversified IT capabilities across a wide customer base make it an excellent fit with our company, and will allow us to expand our offering to better serve our customers."
The McLean Group advised Phacil.
Kinderhook Industries-backed SCA Performance, an automotive manufacturer, acquired Rocky Mountain Truckworks, a leading OEM authorized specialty vehicle manufacturer for light-duty trucks. RMT represents Kinderhook’s 71st automotive-related transaction. Financial terms of the transaction were not disclosed.
“RMT is the perfect acquisition to expand our distribution footprint to the Western United States,” says SCA CEO, Michael McSweeney. “We are now the only SVM with a nationwide footprint.”
Wood & Lamping advised SCA. Regions Bank provided debt financing.
Fiera Capital, a leading independent investment management firm, acquired Integrated Asset Management Corp, an alternative asset investment management company, for $74m. The consideration consists of $55.5m in cash and $18.5m of Fiera Capital Class A subordinate voting shares.
“Joining forces with Fiera Capital creates an opportunity for IAM shareholders to realize immediate value and liquidity as well as the opportunity to participate in a larger combined company well-positioned for future growth. We believe this is also a great opportunity for IAM employees to join the team at Fiera Capital,” said John Robertson, President and Chief Executive Officer of IAM.
Origin Merchant Partners, Goodmans and McMillan advised Integrated Asset Management Corp. GMP Securities and Fasken Martineau DuMoulin advised Fiera Capital.
Ferrero and Hostess Brands lead the bid for Kellogg's Keebler, Famous Amos and fruit snacks businesses.
Ferrero, an Italian manufacturer of branded chocolate and confectionery products, and Hostess Brands, one of the largest packaged food companies, are competing as front-runners to buy Kellogg's Keebler, Famous Amos and fruit snacks businesses, in a deal that could value the brands at roughly $1.5bn,
CNBC reported.
The deal talks come as Hostess and Ferrero look to take advantage of a shakeup across the food industry. Big Food companies are shedding brands that were neglected in favor of focusing on moneymakers. Companies like Hostess and Ferrero are placing a bet they can revive those brands with proper investment and focus.
Avaya considers a private equity leveraged buyout. (FS)
Avaya Holdings, an American multinational technology company headquartered in Santa Clara, is considering a $5bn leveraged buyout proposal from an unidentified private equity firm. The acquisition offer comes 15 months after Avaya emerged from bankruptcy protection. The company attracted acquisition interest from private equity firms over the last few months, and there is no certainty the latest offer will result in a deal.
Veritas Capital to raise $5bn for its seventh buyout fund. (FS)
Veritas Capital has set a $5bn target and started fundraising efforts for its seventh flagship buyout fund. Based in New York, Veritas typically invests in various government-related sectors, including software, healthcare and national security. The firm raised $3.5bn for its sixth flagship fund in 2017 and nearly $1.9bn for its fifth flagship effort in 2014.
