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Daily Review is our daily roundup of M&A news. Announcements, rumors, insights, and data before your morning coffee. Subscribe and never miss a beat with MergerLinks.
31 January 2019

Nasdaq outbids Euronext with a $771m offer for Oslo Bors.

Daily Review

Global M&A

EMEA

Intel made a $6bn bid for Israel-based Mellanox Technologies.

Nasdaq outbids Euronext with a $771m offer for Oslo Bors.

Siemens to accept EU’s veto of the merger with Alstom.

Polymetal completed the $55m sale of Kapan.
 
MasterCard gets a hold of 11.71% stake in Earthport.

Scor to take legal action against Covea after takeover failure.

UniCredit to expand through mergers and acquisitions.

LSE acquired a stake in Euroclear for €278m.

Atos to pay investors with 23.4% stake in Worldline.
 
LVMH CEO denies involvement in Elliott's acquisition of Pernod. (Financial Sponsors)

 

AMERICAS

Taptica and RhythmOne to merge in £260m deal.
 
GE to combine renewable grid assets into single unit.

Petrobras is close to clinching the sale of its Pasadena refinery.
 
Investors prepare for a slowdown of mid-market M&A despite strong outlook.
 

APAC

KKR completed its $1.5bn acquisition of LCY Chemical. (FS)

Hyundai Heavy to acquire a stake in Daewoo.

Central Group plans to invest $200m in Grab.
 

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EMEA

 
Intel made a $6bn bid for Israel-based Mellanox Technologies.

American chipmaker Intel made a $6bn bid for Mellanox Technologies, a multinational supplier of computer networking products using InfiniBand and Ethernet technology. The offer represents a 35% premium to the last closing price of Mellanox on Nasdaq.
 
Intel has rival activities to Mellanox, which develops chips that allow swifter transmission of big data. Based in Yokne'am Illit, Israel, Mellanox sells its products to server farms with mega computers such as universities and other organizations including NASA.
 
Nasdaq outbids Euronext with a $771m offer for Oslo Bors.

Nasdaq outbid Euronext, a European stock exchange operator, by offering NOK152 ($18) per share of Norwegian stock exchange operator Oslo Bors. Euronext’s last offer was NOK145 ($17) per share. Nasdaq's bid plan has the unanimous backing of the Oslo exchange’s board as well as 30% of shareholders.

“It is a long way from Paris to Oslo. Being near companies is important,” Oslo Bors VPS CEO Bente Landsnes told a news conference. “We feel that being part of Nasdaq would make it easier to influence future developments.”
 
"The addition of Oslo Bors to Nasdaq will be a tremendous step to unite the Nordic financial markets," said Adena Friedman, President and CEO of Nasdaq. "Combining Oslo Bors' exchange and securities depository expertise with our technology leadership and experience supporting the growth of small- and medium-sized enterprises and investors in the region, will not only help make the Norwegian markets stronger but the region in its entirety can become an even greater economic engine for long term growth."

Arctic Securities is advising Oslo Bors. Bank of America Merrill Lynch, Rothschild, SEB and Schjodt are advising Euronext.
 
Siemens to accept EU’s veto of the merger with Alstom.

After offering a series of concessions to answer competition concerns, Siemens will not pursue the deal at any costs and will instead make new plans for its trains business, Chief Executive Joe Kaeser said. The engineering company wanted to create a European rail champion to compete with China’s state-owned CRRC Corp but its ambitions have run into opposition from EU regulators concerned about the impact on train operators. The deal was first announced in September 2017.

Alstom was advised by JP Morgan, Rothschild and Cleary Gottlieb. Siemens was advised by BNP Paribas, Goldman Sachs, Latham & Watkins and Sullivan & Cromwell.
 
Polymetal completed the $55m sale of Kapan.

Polymetal, a precious metals mining company, sold Kapan Mine, a zinc, copper and gold mine in Armenia, to Chaarat Gold Holdings for $55m in a deal first announced in October 2018.

“The sale of Kapan is a step towards shrinking Polymetal’s asset base to focus on large long-life projects,” said Vitaly Nesis, Group CEO of Polymetal. “The transaction will have immediate benefits as it is expected to improve our cost position and reduce leverage. On behalf of Polymetal, I would like to thank the team at Kapan for their hard work and dedication and wish them all the best going forward.”

Hogan Lovells, Scotiabank, Panmure Gordon, Morgan Stanley, RBC and FTI Consulting advised Polymetal. Numis Securities and Powerscourt advised Charaat Gold.
 
MasterCard gets a hold of 11.71% stake in Earthport.

MasterCard, an American multinational financial services corporation, increased its stake in Earthport, a UK financial services company, to 11.71% five days after officially making a tender offer for the company.
 
MasterCard made a £233m ($305m) cash offer for Earthport on January 25, starting a bidding war with Visa. MasterCard bid comes at a 10% premium to Visa's valuation and 343% to the Closing Price of $7.45 per Earthport's share price on 24 December 2018, causing Earthport to withdraw its recommendation of the Visa's offer. 

Earthport is advised by N+1 Singer, Rothschild & Co, Bird & Bird, Newgate Communications. MasterCard is advised by Bank of America Merrill Lynch and Clifford Chance. Visa is advised by Goldman Sachs and Freshfields Bruckhaus Deringer.
 
Scor to take legal action against Covea after takeover failure.

Paris-based reinsurer Scor is taking legal action against Covea, a general insurer which specializes in commercial, motor, high net worth, property, and protection insurance, as well as its rival’s chief executive and its advisers after the company dropped controversial plans for a takeover.

“Scor just learned with great surprise and astonishment that, during market operating hours, Covea issued a press release stating that ‘a transaction with Scor is no longer part of its strategic options’,” Scor said in a statement.

Covea said it strongly denied all the allegations contained in Scor’s press release.
 
UniCredit to expand through mergers and acquisitions.

Jean Pierre Mustier, CEO of UniCredit, an Italian global banking and financial services company, is looking at international mergers and acquisitions to expand the company. The CEO had previously said the bank would assess strategic options, including mergers, after completing a turnaround plan in 2019.

“I am fairly sure he wants to do some kind of deal ... there’s not just France because there could also be England and Spain,” said Alessandro Mazzucco, chairman of banking foundation Cariverona which owns 1.8% of UniCredit.
 
LSE acquired a stake in Euroclear for €278m.

London Stock Exchange paid €278m ($318m) for a minority stake of 4.92% in the Brussels-based settlement house Euroclear. The transaction will deepen LSE’s influence over core market infrastructure. The firms expect a representative of LSE to join the board of Euroclear.

“LSEG’s minority investment is expected to strengthen LSEG and Euroclear’s existing operational and commercial relationship and provide further opportunities,” LSE said in a statement.    

Atos to pay investors with 23.4% stake in Worldline.

French IT services company Atos plans to give investors a special payout in the form of 23.4% of shares in its listed subsidiary Worldline, which provides electronic payment and transactional services to financial institutions, merchants, corporations, and government agencies worldwide. Atos’ shareholders are expected to receive two Worldline shares for five Atos shares held.

After the stake distribution, Worldline would benefit from a strengthened equity profile and an enhanced ability to pursue consolidation opportunities. Chief Executive Officer Thierry Breton said that Atos’ three-year plan is to grow organic revenue by 2-3% and profitability of between 11-11.5% in 2021. 
 
LVMH CEO denies involvement in Elliott's acquisition of Pernod. (FS)
 
LVMH, owner of Moet & Chandon champagne and Hennessy cognac, has no intention of destabilizing Pernod Ricard, a French company that produces alcoholic beverages, and has nothing to do with Elliott Management buying a stake in the company, LVMH Chairman and CEO said.
 
There has been media speculation that Pernod’ rivals like LVMH or Diageo could have their eyes on some of the brands of Pernod Ricard which is facing pressure from Elliott to bolster its profit margins.

Elliott Management acquired a 2.5% stake in Pernod Ricard in December 2018 for €930m ($1.1bn).
 
 

AMERICAS

 
Taptica and RhythmOne to merge in £260m deal.

Taptica, a mobile advertising technology company, and RhythmOne, a data analysis platform for television advertising, are in advanced discussions regarding an all-share merger of the two companies. The combination of the two businesses would create one of the leading video advertising companies in the US, delivering significant economies of scale, product offering, revenue synergies and supply chains to compete with the industry leaders, in an industry where scale of offering is key.

The merger is intended to be structured as an acquisition of RhythmOne by Taptica and the terms of the combination are intended to be set such that Taptica will issue 16 new Taptica shares for each 19 RhythmOne shares held by RhythmOne shareholders. Taptica shareholders will hold approximately 50.1% and RhythmOne shareholders would come to hold approximately 49.9% respectively of the enlarged group.

Whitman Howard and Grant Thornton advised RhythmOne. FinnCap and Vigo Communications advised Taptica. 
 
GE to combine renewable grid assets into single unit.
 
General Electric said it would fold its battery storage and electrical grid units into its wind turbine and hydropower business to cut costs, speed decision-making and cater to surging demand for renewable power. The combined unit will have about 40k employees and annual revenue of about $16bn, GE spokesman Jim Healy said in an interview, compared with $10.2bn for renewable energy last year.
 
The move is GE’s first big structural shift since October when it said the US Securities and Exchange Commission and the Department of Justice had expanded accounting probes to include a $22bn write-down of goodwill at GE Power in the third quarter.
 
“This strategic realignment positions GE to lead in the fast-growing renewable energy market,” GE Chief Executive Officer Lawrence Culp said in a statement.
 
Petrobras is close to clinching the sale of its Pasadena refinery.

Petróleo Brasileiro, more commonly known as Petrobras, a semi-public Brazilian multinational corporation in the petroleum industry, is nearing a deal with Chevron, an American multinational energy corporation, to sell its Pasadena refinery.

Petrobras has been looking to sell its entire Pasadena refining operations for a couple of years and officially kicked off the process last February. The refinery has an oil-processing capacity of 110k barrels per day and a storage capacity of 5.1m barrels of oil and oil products.
 
Investors prepare for a slowdown of mid-market M&A despite strong outlook.
 
A favorable economic backdrop is expected to keep merger and acquisition activity strong in 2019 for US mid-sized companies, but both buyers and sellers are factoring in a slowdown on the horizon. Overall conditions including an expanding economy, a supportive regulatory environment, beneficial corporate tax policies and low interest rates have been fueling M&A activity recently. Despite that companies anticipate an economic slowdown in the next two years.
 
“I would not wait too long, especially since there is so much liquidity available and so many banks and nonbanks that are willing to lend money to buy a business,” Ralph M. Della Ratta, head of M&A Advisory, Citizens Capital Markets, said in an interview. “When the market finally turns it could be for more than a few months.”
 
 

APAC

 
KKR completed its $1.5bn acquisition of LCY Chemical. (FS)

KKR acquired LCY Chemical Corp, a chemical company which manufactures and sells petrochemicals primarily in Taiwan, for $1.5bn in July 2018. The offer price represented a premium of 17.28% to LCY's closing price on 20 July 2018.

Mr. TH Hong, Chairman of LCY, said: "The proposed transaction delivers meaningful and immediate value to our shareholders, while also providing greater access to capital, operational resources and the time horizon needed to execute a strategy to drive long-term, sustainable value creation. KKR is the ideal partner to help us build on our 50-year track record of producing high-quality chemical products for customers worldwide and take LCY to its next level of growth given KKR's focus on responsible business and operational excellence."

Baker McKenzie advised LCY. Goldman Sachs, Lee and Li and Simpson Thacher & Bartlett advised KKR. Goldman Sachs provided debt financing.
 
Hyundai Heavy to acquire a stake in Daewoo.

South Korea’s Hyundai Heavy Industries Group, the world’s biggest shipbuilder, is interested in buying a stake in second-ranked rival Daewoo Shipbuilding & Marine Engineering. The companies held negotiations regarding the deal. State-funded Korea Development Bank currently holds a 55.7% stake worth $1.9bn as of Wednesday’s closing price in Daewoo.

The bank said it intends to sell its stake in Daewoo and consolidate the biggest three domestic shipbuilders, which includes Samsung Heavy Industries, into two.
 
Central Group plans to invest $200m in Grab.

Central Group, which controls Thailand’s biggest shopping mall and department store operator, plans to invest $200m in Grab, a Singapore-based technology company that offers ride-hailing, ride sharing, food delivery service and logistics services. The deal seals a strategic partnership under which the conglomerate will help Grab expand its business in Thailand. Central Group will invest in Grab’s Thai unit.

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