AMERICAS
Kansas City Southern, a transportation holding company, plans to accept Canadian Pacific Railway's $27.2bn cash-and-stock acquisition offer as superior to its $29.6bn deal to sell itself to Canadian National Railway. Canadian National now has until the end of Friday to submit a better offer or lose its deal with Kansas City Southern. At stake is the creation of the first direct railway linking Canada, the United States and Mexico.
The decision came after the US Surface Transportation Board rejected a temporary "voting trust" structure last month that would have allowed Kansas City Southern shareholders to receive the $325-per-share cash-and-stock consideration under the deal with Canadian National without having to wait for full regulatory approval. Canadian Pacific has had its proposed voting trust cleared by the STB. The regulatory certainty this provided convinced Kansas City Southern's board to switch to a deal with Canadian Pacific, even though its offer was lower than Canadian National's.
Canadian National is advised by Centerview Partners, JP Morgan, RBC Capital Markets, Agon Partners, Cravath Swaine & Moore, Norton Rose Fulbright, Sidley Austin, Stikeman Elliott, Torys, Brunswick Group and Longview Communications. Financial advisors are advised by Freshfields Bruckhaus Deringer. Kansas City is advised by Bank of America, Morgan Stanley, Baker & Miller, Davies Ward Phillips & Vineberg, Wachtell Lipton Rosen & Katz, White & Case, WilmerHale, Joele Frank and MacKenzie Partners. Financial advisors are advised by Willkie Farr & Gallagher.
Forge Global, a private securities marketplace, agreed to go public via a SPAC merger with Motive Capital, a special purpose acquisition company, in a $2bn deal. Investors in PIPE included ION Group, Temasek and Adit Ventures.
“We firmly believe that everyone should be able to participate in the private markets, and we have strategically invested in the development of technology to operate what we believe to be an efficient and liquid market, connecting a large number of private companies, shareholders and investors. The confidence and commitment demonstrated by Motive Capital Corp, and other leading investors is a testament to our business model, the strength of our team and the huge market opportunity in front of us. With this transaction, we will be even better positioned to accelerate our mission and bring innovation to the private markets while delivering value to our shareholders,” Kelly Rodriques, Forge Global CEO.
Forge is advised by Financial Technology Partners, JMP Securities, Piper Sandler, Oppenheimer & Co, William Blair & Co and Goodwin Procter. Motive Capital is advised by UBS, Gibson Dunn & Crutcher, Oliver Wyman, JP Morgan and Mayer Brown.
Proxy advisory firms ISS, Glass Lewis and Egan-Jones recommended that shareholders of Tremont Mortgage Trust, a real estate finance company, vote for the $180m merger with RMR Mortgage Trust, a real estate finance company.
"We are excited to announce this merger of two highly complementary businesses that will create a larger, more diversified commercial mortgage REIT. This combination greatly enhances our financial strength and provides attractive benefits to the shareholders of both companies. We believe that with increased scale and an expanded capital base the combined company will be much better positioned to access capital markets, increase operating efficiency, and deliver more attractive risk-adjusted returns for our shareholders," Tom Lorenzini, RMRM and TRMT President.
Tremont Mortgage Trust is advised by Citigroup, Sullivan & Worcester and Joele Frank. Citigroup is advised by White & Case. RMR Mortgage Trust is advised by UBS and Skadden Arps Slate Meagher & Flom. UBS is advised by Latham & Watkins.
Veritas and Leeds-backed Anthology, a provider of proven higher education solutions that support the entire learner lifecycle, agreed to merge with Providence Equity-backed Blackboard, a global EdTech software and solutions company. Financial terms were not disclosed.
"Upon the completion of this merger, we will have a data-driven product portfolio that seeks to touch every constituent at the institution and will aim to transform the way education uses technology to engage, connect, teach, learn and drive efficiencies across the institution. We believe this combination will enhance the solutions and services available to faculty and students, and we are deeply committed to delivering greater value and innovation to our customers and partners. Anthology and Blackboard are fully aligned around a deep focus on learner success, and I am excited to lead the combined company as we embark on this next phase of growth together," Jim Milton, Anthology Chairman and CEO.
Blackboard is advised by Deutsche Bank and Weil Gotshal and Manges. Anthology is advised by Milbank. Debt financing is provided by JP Morgan and UBS. Providence is advised by Debevoise & Plimpton.
Booz Allen Hamilton, an American management and information technology consulting firm, completed the acquisition of Tracepoint, a digital forensics and incident response company. Financial terms were not disclosed.
"Both of our organizations, Tracepoint and Booz Allen, are dedicated to helping clients defend against and respond to some of today's most sophisticated and determined cyber actors. We're excited to have Booz Allen, a recognized cybersecurity leader, as an investor and partner. Their support helps elevate and grow our incident response capabilities. As we've seen across client engagements, organizations must relentlessly prepare for a cyber incident to reduce their risk," Chris Salsberry, Tracepoint CEO.
Tracepoint was advised by Raymond James and Holland & Knight. Booz Allen Hamilton was advised by Goldman Sachs and King & Spalding.
Live Nation, a live entertainment company, agreed to proceed with its previously announced $444m acquisition of a 51% controlling interest in OCESA Entretenimiento, a promoter in Latin America and owner of Ticketmaster Mexico, from CIE, a prominent player in the live entertainment industry in Latin America, and Grupo Televisa, the largest multimedia company in the Spanish-speaking world.
The acquisition, previously announced in July of 2019, was paused due to the pandemic, and is now expected to close by late 2021 or early 2022. The deal is subject to regulatory approval, which was previously granted during prior negotiations and must be confirmed once again now that the deal is proceeding.
Live Nation is advised by LionTree Advisors. CIE is advised by Rothschild & Co.
Group 1 Automotive, an automotive retailer, agreed to acquire Prime Automotive Group, a car dealership owner. Financial terms were not disclosed.
"Group 1 has successfully operated in the Northeastern US for many years. We are pleased to have this opportunity to leverage our existing cost structure and to further diversify our US footprint," Earl J. Hesterberg, Group 1 President and CEO.
Group 1 Automotive is advised by Lazard and Vinson & Elkins.
Jushi Holdings, a vertically integrated, multi-state cannabis operator, completed the acquisition of Nature's Remedy, a vertically-integrated single state cannabis operator in Massachusetts, for $91m.
"We are excited to announce that we have signed a definitive agreement to acquire Nature's Remedy, a vertically integrated business operating high-quality, well-managed assets in Massachusetts. Our entrance into Massachusetts will mark the seventh state where we operate cannabis assets and the third state where we are vertically integrated. This acquisition will enable us to rapidly build scale in an important, maturing adult-use market with a defensible retail position and a solid cultivation footprint with significant opportunities to expand," Jim Cacioppo, Jushi CEO, Chairman and Founder.
Jushi was advised by Mattio Communications.
GIC and Baillie Gifford led a $350m Series C round in Solugen, the company decarbonizing the chemicals industry, with participation from BlackRock, Carbon Direct Capital Management, Refactor Capital, and Fifty Years.
"Our breakthroughs in enzyme and metal catalyst engineering allow us to produce chemicals in a more sustainable and profitable way. We can now deliver for our customers performance benefits, cost savings, and most importantly, lower carbon footprints," Gaurab Chakrabarti, Solugen CEO.
Solugen was advised by Bank of America.
Clearlake Capital-backed FloWorks, a flow solutions providers holding company, completed the acquisition of Genesis Systems, a distributor for valves. Financial terms were not disclosed.
"Over the last two decades, Genesis Systems has earned an unmatched reputation in the valve industry for quality and range of solutions, and we are fortunate to add a company of this caliber to the FloWorks platform. Not only will our clients benefit from its breadth of products and depth of experience, but we will also gain access to a premier customer base that we can better assist with our complementary products and services. We welcome Tom, Mark, Mike, and the rest of the Genesis Systems team, and look forward to a strong partnership," Scott Jackson, FloWorks President and CEO.
Clearlake Capital was advised by Lambert & Co.
TransUnion, an American consumer credit reporting agency, agreed to acquire Neustar, a premier identity resolution company, from investment firms GIC and Golden Gate Capital for $3.1bn.
"The credit information and analytics that TransUnion provides make trust possible between consumers and businesses. As digital commerce continues to grow globally, TransUnion’s powerful digital identity assets, enhanced by Neustar’s distinctive data and digital resolution capabilities, will enable safer and more personalized online experiences for consumers and businesses," Chris Cartwright, TransUnion President and CEO.
Golden Gate Capital is advised by Sard Verbinnen & Co.
Caissa, a portfolio analytics software provider, agreed to merge with Burgiss, a global provider of investment decision support tools for private capital. Financial terms were not disclosed.
"We're excited to announce that Burgiss and Caissa are joining forces. Caissa is a world-class provider of multi-asset class solutions to institutional investors. We're thrilled to have our teams coming together and welcome the contributions that David Hsu and Susan Veksler will make to our business as members of our Board," James Kocis, Burgiss Founder and CEO.
Accomplice led a $100m Series D round in Orchard, the company that is radically simplifying home buying and selling, with participation from FirstMark, Revolution, First American and Juxtapose.
This new round of equity funding will support Orchard's continued growth and innovation. Orchard will expand to four new markets in 2022 and launch new services to offer millions more home buyers a better way to purchase their dream home.
Stanley Black & Decker, a manufacturer of tools, agreed to acquire Excel Industries, a designer and manufacturer of turf-care equipment for $375m.
"This is a strategically important bolt-on acquisition as we build an outdoor products leader. Excel brings a range of premier, commercial grade and prosumer turf-care equipment, an extensive dealer network, a talented team and a loyal customer base," James M. Loree, Stanley Black & Decker CEO.
Trane Technologies, a global climate innovator, agreed to acquire Farrar Scientific, a provider of ultra-low temperature control for biopharmaceutical and other life science applications, for $365m.
"Farrar Scientific has revolutionized ultra-low temperature control for biopharmaceutical companies and become a critical supplier to large pharma customers. It brings technologies that meet critical needs in the addressable healthcare manufacturing and bioprocessing market, which is expected to grow to $1.65bn by 2023," Dave Regnery, Trane Technologies CEO.
Whatnot looks to raise new funding at a $1.5bn valuation. (FS)
Whatnot, a social media shopping startup, is looking to raise new funding at a $1.5bn valuation. It's the third round of funding this year for the live-shopping startup and triples its valuation from the last round.
Existing investors including Andreessen Horowitz are involved in the latest fundraising. The size of the fundraising and lead investors were not disclosed.
Carlyle considers $6bn sale or IPO for Novolex. (FS)
The Carlyle Group is considering either a $6bn sale or IPO for Novolex Holdings, a diverse packaging products developer and manufacturer, which it bought more than four years ago.
No final decision has been made by Carlyle and the firm could elect to keep the business.
Toast seeks up to $717m in IPO.
Toast, a cloud-based restaurant software company based in Boston, Massachusetts, seeks up to $717m in a US IPO.
According to Toast, the company plans to sell 21.7m Class A shares at $30-$33 per share, valuing it at as much as $16.5bn based on the number of outstanding shares listed in the prospectus.
Diversis Capital closes $675m Fund II. (FS)
Diversis Capital Management, a private equity firm, investing in software and technology companies, announced the completion of Diversis Capital Partners II, with $675m of total commitments three months after the formal launch.
The fund includes a broad group of global investors and exceeded its target of $500m and exceeded its first fundraise of $255m raised in 2019.
Spark Capital looks to raise $2bn for two new funds. (FS)
Venture firm Spark Capital is looking to raise $2bn for its next two funds, building on a strong run of returns, WSJ reported.
Spark is targeting $650m for its next main pool of capital, up from the $450m it collected for its prior fund, Spark Capital VI. For its fourth growth fund, it is looking for $1.35bn, up from $900m for Spark Growth Fund III.
EMEA
KKR & Co agreed to acquire Ocean Yield, a ship owning company with investments in vessels on long-term charter, from Aker Solutions, an engineering company based in Oslo, for $829m.
"We are pleased that KKR, a leading global investment firm with a strong track-record in successful partnerships, is becoming a strategic partner to us to further strengthen Ocean Yield as a leading maritime leasing company. By leveraging KKR's capital, expertise and network, Ocean Yield will be well positioned to develop the business with the intention to build a substantially larger company. The team is excited for the next phase of developing Ocean Yield," Lars Solbakken, Ocean Yield CEO.
Ocean Yield is advised by DNB Bank and Schjodt. KKR is advised by Arctic Securities, Simpson Thacher & Bartlett, Wikborg Rein and First House. Aker Solutions is advised by BAHR.
Asahi Kasei-backed ZOLL Medical, a provider of medical devices and related software solutions, agreed to acquire Itamar Medical, a medical device and digital health company, for $538m.
"ZOLL Medical is committed to improving outcomes for underserved patients suffering from serious cardiopulmonary conditions. It is currently estimated that 60% of cardiovascular patients suffer from some form of sleep apnea, and the majority of these patients go undiagnosed. The combination of ZOLL Medical and Itamar Medical will help more patients receive diagnosis and treatment for sleep-disordered breathing. We look forward to helping strengthen the collaboration between the worlds of cardiology and sleep medicine," Jon Rennert, ZOLL Medical CEO.
Itamar Medical is advised by Piper Sandler, Goldfarb Seligman & Co, Latham & Watkins and Gilmartin Group. ZOLL is advised by Goldman Sachs, Cooley and Gornitzky & Co.
Hellman & Friedman, a private equity firm, increased its offer for zooplus, a European online pet platform, from $3.5bn to $3.9bn. The move came after financial investor KKR this month expressed interest in acquiring Zooplus, becoming the third potential suitor since the takeover battle began in August.
Zooplus said in a statement that its management and supervisory boards welcomed the increased offer and intended to recommend it to shareholders.
zooplus is advised by Goldman Sachs, GLNS Rechtsanwalte Steuerberater and Finsbury Glover Hering. Goldman Sachs is advised by Sullivan & Cromwell. Hellman & Friedman is advised by JP Morgan, goetzpartners and Freshfields Bruckhaus Deringer.
Cranemere-backed The Engineered Stone Group, a material specialist in engineered stone products, completed the acquisition of Fiora and Nuovvo, two European manufacturers of bathroom products. Financial terms of the transactions were not disclosed.
"The additions of Fiora and Nuovvo further establish the ES Group as a leading material specialist in the bathroom products segment. As customers continue to recognize the advantages of engineered stone materials versus the traditional alternatives of acrylic and porcelain, the ES Group has assembled the breadth of brands, products and capabilities to lead this conversion over the long-term," Christopher Mahan, ES Group Chairman.
The Engineered Stone Group is advised by Houlihan Lokey, Hogan Lovells, Milbank and Joele Frank.
CVC, a private equity and credit investment advisory firm, agreed to merge with Glendower Capital, a private equity secondaries manager. Financial terms were not disclosed.
"Glendower has a very similar investment-led culture to CVC as well as the operational and financial scale to address what we see as a compelling market opportunity within secondaries in the coming years. Their established platform perfectly complements our existing family of private equity and credit strategies and we look forward to supporting Carlo and Charles in growing their business further," Rolly van Rappard, CVC Co-founder.
CVC is advised by Freshfields Bruckhaus Deringer and Goldman Sachs. Glendower is advised by Debevoise & Plimpton.
Providence Equity Partners, a private equity firm that specialises in the media, communications, education, software and services industries, agreed to acquire a majority stake in Marlink, a provider of smart network solutions, from Apax Partners, a European private equity firm based in Paris, at a $1.4bn valuation. Ardian will co-invest in the transaction.
"This important shareholder transaction is a reflection of their belief in our company's strength and future growth potential. Marlink has become a leader in B2B satcom solutions through significant organic growth and a series of well-targeted strategic acquisitions. With our Smart Network strategy, Marlink is fully focused on supporting the rapid digitization of our customers' remote operations and on making them more sustainable. We are delighted to partner with premier private equity investors Providence and Ardian as our new majority shareholders and to benefit from the continued support of Apax, our investor-of-the-first-hour. With our solid investor backing, management team and employees, we form a powerful force to take Marlink Group to the next level," Erik Ceuppens, Marlink CEO.
Ardian is advised by Image Sept. Providence is advised by Sard Verbinnen & Co.
Reuters reported that shareholders unanimously backed a merger between listed shell company Lakestar SPAC I and German travel tech startup HomeToGo, although proceeds from the deal were reduced by investor redemptions.
Venture capitalist Klaus Hommels launched Germany's first SPAC on the Frankfurt Stock Exchange in February, offering an alternative route to market for local startups to listing in the United States, where such blank-cheque companies are well established.
Lakestar is advised by Sullivan & Cromwell.
Equitix, a private equity firm, agreed to acquire a 38.5% stake in AirTanker, a joint venture with Airbus, Babcock, and Thales, from Rolls-Royce, a automobile maker, and Babcock, an aerospace, defence and nuclear engineering services company for £315m ($436m).
“We are honoured to power the Voyager fleet. Through our continued ownership position in AirTanker Services, the Royal Air Force can rely on us to support its mission critical operations with our Trent 700 derivative engines. The sale of our shareholding in AirTanker Holdings is another important step towards achieving our Group target to generate at least £2bn ($2.77bn) from disposals, as announced last year, to help rebuild our Group balance sheet in support of our medium-term ambition to return to an investment grade credit profile,” Tom Bell, Rolls-Royce Defence President.
Rolls-Royce is advised by Jefferies & Company.
KLAR Partners, an independent, mid-market private equity firm, completed the investment in Oleter Group, a provider of property damage restoration services. Financial terms were not disclosed.
"Our investment in the Oleter Group is at the very core of KLAR's expertise. The group is active in a highly attractive market and has a clear sustainability profile which forms a solid foundation on which we can build the next growth chapter of the business. We look forward to partner with management and the team to build a leading Northern European PDR platform," Petter Darin, KLAR Investment Professional.
Auster Capital, a private equity manager, completed the investment in oceansapart, an activewear apparel company. Financial terms were not disclosed.
"We are very impressed by management team's success in building oceansapart as a fast-growing data-driven business, and are confident to support its next stage of international growth. We are also delighted to share such vision with Altor and existing investors, and look forward to working with the management team in realising this potential," Jennifer Yu, Auster Capital Founder and CEO.
Tiger Global led a $155m Series A round in Scalapay, a provider of payment solutions in Southern Europe, with participation from Baleen Capital and Woodson Capital.
"Scalapay has quickly become an important player in European payments and the BNPL sector. We are impressed by their product development pipeline and strong focus on merchant success. We are excited to support Scalapay in the next phase of its growth," Alex Cook, Tiger Global Partner.
Kotak Special Situations Fund, which makes strategic investments in companies with a sector agnostic approach, agreed to invest $136m in TVS Supply Chain Solutions, a third-party logistics services provider with global operations.
"We are delighted to support the TVS group and R Dinesh in consolidating their ownership in a valuable and high growth technology-led business. This financing support demonstrates Kotak's ability to work closely with entrepreneurs and business owners as a confidante and preferred partner to find solutions to complex issues," Srini Sriniwasan, Kotak Special Situations Fund Managing Director.
Telefonica hires Goldman Sachs to sell Cornerstone stake.
Telefonica, a Spanish multinational telecommunications company, hired Goldman Sachs, an investment bank, to sell its 50% stake in Cornerstone Telecommunications, a mobile masts operator in Britain, valuing the company's 50% stake at €2bn ($2.4bn).
The company was open to selling the stake in Cornerstone when it sold its mobile phone masts in Europe and Latin America for €7.7bn ($9.1bn) to cut its debt.
True Capital-backed Ribble to be sold as industry sales surge. (FS)
True Capital-backed Rubble, a bicycle manufacturer, is being put up for sale amid a continuing surge in consumer interest in cycling.
Owners of the company hired Stifel, an investment bank, to prepare the company for an auction in the coming months.
Permira set to put German chemicals maker CABB on sale. (FS)
Buyout group Permira is considering exit options for its German specialty chemicals maker CABB in a deal that is expected to value the group at more than $1.2bn, Reuters reported.
The private equity investor, which bought the former Clariant business in 2014, could mandate advisors before the end of the year and kick off an auction geared mainly towards industrial buyers in 2022. An initial public offering is being considered alternatively.
Getir tops $1bn in fundraising. (FS)
Getir, a Turkish grocery delivery app, brought its total fundraising for the year to more than $1.1bn by securing additional capital from an existing investor, valuing the company at $7.56bn.
One of company's investors will increase their stake in exchange for $150m in funds.
Credit Suisse to lose lead role on Olam Food London IPO. (FS)
Credit Suisse lost the lead role on the Olam International unit's planned London IPO after turning down a loan request.
The bank was set for a top role in Olam Food Ingredients' London IPO alongside banks including Citigroup and JP Morgan.
Eurowag shuns Prague for London amid Eastern Europe IPO exodus. (FS)
Eurowag, a Czech digital-payments provider, plans to float its shares in London, potentially boosting its efforts to stay the main hub for European IPOs. Eurowag targets an initial free float of at least 25%
Current owners, Martin Vohanka, Founder and CEO, and TA Associates, a private equity firm, will also reduce some of their holdings in the IPO.
Adnoc Drilling to raise $750m from Abu Dhabi IPO.
Abu Dhabi National Oil, the state-owned oil company of the United Arab Emirates, seeks to raise about $750m from its drilling unit's IPO.
Adnoc Drilling set the price for its listing at $0.63 per share, implying an equity value of $10bn. The offering will represent 1.2bn shares, or 7.5% of the company. An amount of stock on offer might be increased.
APAC
Investment firms IFM Investors, QSuper, GIP and AustralianSuper won permission to conduct due diligence on Sydney Airport after increasing takeover offer to A$23.6bn ($17.4bn).
An improved offer of A$8.75 ($6.58) per share follows prior proposals from the consortium pitched at A$8.45 ($6.35) and A$8.25 ($6.2), both of which were rejected by the airport operator's board.
Sydney Airport is advised by Barrenjoey Capital Partners, UBS and Allens. The consortium is advised by Herbert Smith Freehills.
Investment companies Accel, Avataar Ventures, Norwest Venture Partners and Premji Invest led a $100m funding round in Amagi Media Technology, a next-generation media technology company that provides cloud broadcast and targeted advertising solutions.
"Amagi will immensely benefit from the collective experience of Accel, Avataar, Norwest, and Premji Invest in rapidly scaling our business and expanding our global footprint. Their deep understanding of B2B SaaS models will help us enhance value for our customers and partners. This will further nurture an entrepreneurial spirit in our employees, which is critical to building and embracing new technologies to solve complex business challenges," Baskar Subramanian, Amagi Co-Founder and CEO.
Amagi Media Technology was advised by The PRactice.
Fangda Group, a new building materials and semiconductor products manufacturer, agreed to acquire a stake in Hainan Airlines, an airline headquartered in Haikou, China, from HNA Group, a Chinese conglomerate. Financial terms are not disclosed.
Fangda may become the controlling shareholder of the Hainan Airlines after the investment.
Heytea taps UBS for $500m Hong Kong IPO.
Heytea, the Chinese teahouse chain, tapped UBS for its potential Hong Kong IPO.
The company seeks to raise at least $500m in an IPO. No final decision have been made yet and other banks that have had discussions with Heytea could be added to the lineup.
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