Moberg Pharma agreed to divest MPJ OTC and Moberg Pharma North America, which at closing will hold Moberg Pharma's entire OTC-business, to a holding company owned by RoundTable Healthcare Partners and Signet Healthcare Partners, for a cash consideration of SEK1.4bn ($155m).
The Company intends to use the cash consideration to redeem its outstanding bonds and to distribute approximately SEK43-45 ($4.63-4.85) per share to its shareholders. The transaction enables Moberg Pharma to focus resources on the MOB-015 pipeline program further and distribute significant value to its shareholders. The transaction is among other things conditional upon shareholder approval at a general meeting in Moberg Pharma.
Peter Wolpert, CEO Moberg Pharma, says: "We are excited to announce this transformational transaction. The transaction delivers exceptional value for the OTC-business and further validates the significant potential in MOB-015. The proceeds from this transaction offer near-term liquidity to our shareholders while preserving future upside. I would like to commend and thank our team for all of their hard work. Over the last few years we have acquired, built and generated superior performance for the company, and those efforts are reflected in this transaction."
Roschier and Sidley Austin advised RoundTable Healthcare and Signet Healthcare. Sawaya Capital, Gernandt & Danielsson and Hansen Law advised Moberg Pharma.
ERGO International is selling its Non-Life insurance business in Russia to RESO-Garantia. The Moscow-based P&C insurance company provides a range of insurance products and services for individuals and legal entities in Russia and internationally. Representatives of both enterprises signed a purchase agreement. The sale is subject to regulatory approvals. The parties have agreed not to disclose details of the purchase price.
Under the agreement, RESO-Garantia acquires 100% of shares in ERGO Non-Life and takes over the whole company, including staff, the client portfolio and IT systems. The change in ownership of ERGO Non-Life Russia will not in any way affect obligations towards ERGO's current clients.
"ERGO Non-life is a high-quality business with strong consumer loyalty. This acquisition advances the non-organic part of RESO's growth strategy aimed at expanding its highly profitable motor insurance portfolio and maximizing cost synergies", says Dmitry Rakovshchik, CEO of RESO-Garantia.
Chroma to acquire a 20.5% stake in Israeli Camtek for $74m.
Chroma Ate, a leading Taiwanese high precision test and measurement equipment provider, agreed to acquire approximately 20.5% of the shares of Camtek, in a cash transaction. Deal values entire Camtek at $361m.
Chroma will acquire Camtek shares from Priortech, the controlling shareholder of Camtek, for $58m, and new shares to be issued by Camtek, for $16m. The total cash consideration to be received by Camtek and Priortech amounts to $74m and is calculated based on a share price of $9.50 per Camtek share, which reflects a 29% premium on Camtek's closing price as of February 8, 2019. After the closing of the transaction, Chroma will hold approximately 20.5%, while Priortech will own approximately 24% of the total issued and outstanding shares of Camtek.
Leo Huang, Chroma's Chairman & CEO, commented, "Through this strategic investment and alliance, we will be able to leverage our White Light Interferometry technology, covering several high precision and large object testing and measurement applications, and utilizing Camtek's patented Triangulation technology."
BASF to sale construction chemicals unit.
According to
Reuters, BASF is launching the sale of its construction chemicals unit in spring as the chemicals group seeks to focus on more profitable businesses. The world's largest maker of chemical additives for concrete is expected to fetch nearly €3bn ($3.4bn).
BASF has hired Goldman Sachs to organise an auction or merger for the unit, according to the report.
Thoma Bravo to acquire Ellie Mae for $3.7bn. (FS)
Ellie Mae, the leading cloud-based platform provider for the mortgage finance industry, agreed to be acquired by Thoma Bravo, in an all-cash transaction that values Ellie Mae at an aggregate equity value of approximately $3.7bn.
Under the terms of the agreement, all Ellie Mae shareholders will receive $99 in cash per share. The price per share represents a 47% premium to the 30-day average closing share price and a 49% premium to the 60-day average closing price as of February 1, 2019.
"Ellie Mae delivers powerful and innovative mortgage technology solutions across every channel of the residential mortgage sector, enabling lenders to originate more loans while reducing costs and driving efficiency, quality and compliance throughout the mortgage process," said Holden Spaht, a Managing Partner at Thoma Bravo. "Ellie Mae is leading the digital transformation of the residential mortgage industry and we look forward to building on the company's successes and to our partnership through this next chapter of growth."
JP Morgan and Cooley advised Ellie Mae. Jefferies and Kirkland & Ellis advised Thoma Bravo. Additionally, Jefferies provided financing for the transaction.
Veritas Capital and Elliott Management completed the acquisition of athenahealth for $5.7bn. (FS)
Veritas Capital and Elliott Management acquired athenahealth, a publicly traded American company that provides network-enabled services for healthcare and point-of-care mobile apps for $5.7bn in cash.
Veritas-backed Virence Health, the former GE Healthcare Value-based Care assets that Veritas acquired in 2018, will combine with athenahealth under the athenahealth name and brand. Elliott's Evergreen Coast Capital will be a minority investor in the combined company. The combined company will be led by Virence Chairman and Chief Executive Officer Bob Segert and an executive leadership team comprised of executives from both companies and will be headquartered on the athenahealth campus in Watertown, Massachusetts. As part of the transaction, Virence's Workforce Management business becomes a separate Veritas portfolio company under the API Healthcare brand.
"The combination of athenahealth and Virence brings together two innovative companies with complementary expertise and a shared focus and passion for improving healthcare outcomes. With a network of over 160,000 providers, the combined company is positioned for future growth and new market opportunities and has the necessary scale to make a transformational impact in the healthcare industry," said Ramzi Musallam, CEO and Managing Partner of Veritas Capital.
Centerview Partners, Lazard, and Weil Gotshal and Manges advised Athenahealth. Deutsche Bank, RBC Capital Markets and Gibson Dunn & Crutcher advised Elliott Management. Schulte Roth & Zabel advised Veritas Capital.
Greif, a global leader in industrial packaging products and services, acquired Caraustar Industries, a leading recycled paperboard and packaging solutions company, from an affiliate of HIG Capital, in a cash transaction valued at $1.8bn.
Caraustar is a market leader in the production of uncoated recycled paperboard and coated recycled paperboard, with a variety of applications that include tubes and cores and a diverse mix of specialty products. Based in Austell, Georgia, Caraustar's footprint includes over 80 operating facilities throughout the United States.
"Caraustar offers an exceptional strategic and cultural fit for Greif. Its complementary paper packaging and recycled fiber operations will drive significant free cash flow growth, improve balance and profitability within the Greif portfolio and increase Greif's exposure to U.S. industrial and consumer end markets. Most importantly, Greif and Caraustar share the same dedication to providing industry-leading service to all customers. I am excited to welcome our new colleagues to the Greif family and look forward to working closely with them." said Greif's President and Chief Executive Officer, Pete Watson.
Rothschild & Co, Credit Suisse, Moelis & Co, Ropes & Gray and Axinn Veltrop Harkrider advised Caraustar. Goldman Sachs, JP Morgan, JP Morgan, Wells Fargo Securities, Allen & Overy, Ice Miller, Sullivan & Cromwell and Vorys Sater Seymour & Pease advised Greif. Ropes & Gray also advised HIG Capital.
GB Group to acquire IDology for $300m.
GBG, the Identity Data Intelligence specialist, conditionally agreed to acquire the entire issued and to be issued share capital of IDology, a US-based private company providing identity verification and fraud detection services, for a cash free, debt free enterprise value of $300m. IDology adds a highly complementary capability set to GBG which, alongside GBG's existing solutions, further positions the Group as a global provider of Identity Verification, Fraud Prevention and Location Intelligence services.
Chris Clark, GBG's CEO, commented: "We are excited by the compelling strategic rationale behind this acquisition. It enables GBG to quickly expand further into North America, a key growth territory for the business. We have already built an exciting domestic presence in the US with Loqate, our location proposition, and IDology now gives us an excellent platform for both identity verification and fraud prevention."
Peel Hunt, Investec and Headland Consultancy advised GB Group.
Eero's home mesh WiFi systems set up in minutes and blanket every room of a customer's home in high-performing, reliable WiFi. Eero is already delighting Amazon customers with its products and services. Financial terms were not disclosed.
Eero, based in San Francisco, makes gadgets that extend WiFi coverage throughout a home using local networking, known as mesh technology, that removes hiccups in broadcasting internet signals.
"We are incredibly impressed with the eero team and how quickly they invented a WiFi solution that makes connected devices just work," said Dave Limp, SVP of Amazon Devices and Services. "We have a shared vision that the smart home experience can get even easier, and we're committed to continue innovating on behalf of customers."
JAB plans to increase stake in Coty to 60% for $1.7bn. (FS)
German conglomerate JAB Holding laid out plans to increase its stake in Coty to 60%, offering to buy out some of the cosmetics maker's minority shareholders after a 50% slump in its value in the past year. JAB, already the largest shareholder in the beauty products company with a 40%, will launch a partial tender offer to buy 150m shares for $11.65 per share in cash, which indicates offer value at $1.7bn.
The offer represents a premium of 21%, based on yesterday's closing price and 51% to the 30-day volume-weighted average share price as of yesterday.
"We understand that not all investors may share our long-term approach and we expect that shareholders will value the opportunity to obtain a significant premium for their shares," JAB said in the letter.
Shell, Mitsubishi and Pátria to form $700m power JV in Rio. (FS)
Royal Dutch Shell, Brazil's private equity group Pátria Investimentos and Mitsubishi Hitachi Power Systems will invest $700m to build and operate a gas-fired power plant in the state of Rio de Janeiro.
The joint venture will build the Marlim Azul thermal power plant with a capacity of 565MW in Macaé, along Rio's coast, and will use natural gas supplied by Shell Brasil Petróleo. Pátria will have 50.1% of the venture, Shell 29.9% and Mitsubishi will hold 20%.
