AMERICAS
A pension fund accused Shari Redstone and other Viacom directors of selling out the entertainment company's shareholders by ramming through the merger with CBS, Bloomberg reported.
Pension fund lawyers stated that Shari Redstone and her colleagues on Viacom's board expropriated potentially billions of dollars from Viacom's minority stockholders by agreeing to a deal that was unfavorable to investors.
Viacom was advised by LionTree Advisors, Morgan Stanley, Cravath Swaine & Moore, Shearman & Sterling, Latham & Watkins, and Finsbury Hering Schuppener. CBS was advised by Centerview Partners, Evercore, Goldman Sachs, JP Morgan, Lazard, Moelis & Co, Jones Day, and Paul Weiss Rifkind Wharton & Garrison. National Amusements was advised by Evercore and Cleary Gottlieb Steen & Hamilton.
Hitachi, a Japanese multinational conglomerate company, completed the acquisition of JR Automation, a provider of intelligent automated manufacturing and distribution technology solutions, from Crestview Partners, a private equity firm, for $1.4bn.
"With JR Automation's robotic system integration capabilities, combined with Hitachi's digital solutions and technologies, we can provide customers with new, unparalleled value by connecting the whole process. We can now provide our customers with seamless solutions, connecting the entire value chain with data to achieve total optimization," Masakazu Aoki, Hitachi Executive Vice President, and Executive Officer.
JR Automation and Crestview Partners were advised by Goldman Sachs, Bank of America Merrill Lynch, and Gibson Dunn & Crutcher. Hitachi was advised by MUFG and Allen & Overy.
Catalyst Group-backed Gateway, the operator of Gateway Casinos & Entertainment, agreed to merge with Leisure Acquisition, a special purpose acquisition company, in a $1.1bn deal. HG Vora Capital Management, on behalf of certain of its affiliates, is supporting the transaction through a $30m equity commitment.
The transaction has been unanimously approved by the Boards of Directors of both Leisure and Gateway. It is expected to close in the second quarter of 2020, subject to approval by Leisure's shareholders, required regulatory approvals, contractual approvals, and registrations from Crown agencies.
"I am grateful for the confidence placed in me by Gabriel, HG Vora, and the leadership of Leisure. I believe the Canadian gaming market offers unparalleled growth opportunities, and Gateway has always been a platform that I found to be highly-compelling. I look forward to creating significant shareholder value alongside the rest of the Gateway management team," Marc J. Falcone, Leisure Director.
Leisure is advised by Credit Suisse, Miller Thomson, and Proskauer Rose. Gateway is advised by Morgan Stanley, Latham & Watkins, Gagnier Communications, and Matthews Lane Capital Partners.
KKR and AIMCo, an investment management company, agreed to acquire a 65% stake in Coastal GasLink Pipeline Project from TC Energy, an energy infrastructure company. Financial terms were not disclosed.
Coastal GasLink involves the estimated $5bn construction of 670km of natural gas pipeline and associated facilities.
"We are excited to partner with TC Energy, a world-class infrastructure developer, on this critical project. Coastal GasLink represents our third investment in infrastructure, supporting Canada's natural gas industry. We believe the export of Canadian natural gas to global markets will deliver significant benefits for the Canadian economy and local communities in Western Canada, and enable meaningful progress toward reducing global emissions," Brandon Freiman, KKR Member and Head of North American Infrastructure.
TC Energy is advised by RBC Capital Markets. KKR is advised by HSBC, TD Securities, Osler Hoskin & Harcourt.
"The innovative technology in development at Xyphos fits perfectly in advancing our immuno-oncology strategy to create and deliver value for patients. Combining this technology with our capabilities in cell therapy that we have been working on so far, we can create next-generation high-function cells and maximize the value of our technology. We look forward to working with Xyphos' superb team to advance and expand their clinical development programs to bring their novel therapeutics to patients," Kenji Yasukawa, Astellas President and CEO.
Xyphos is advised by Cooley and Locust Walk.
Brazilian entrepreneur Carlos Wizard Martins agreed to acquire the remaining 78.2% stake in Alpargatas S.A.I.C., a manufacturer and retailer of clothes and textiles, for $64m.
Martins previously bought 21.8% of the Alpargatas S.A.I.C. unit that controls Topper globally in 2018 and held the right to obtain the remaining stake.
Solistica completed the acquisition of AGV.
Solistica, FEMSA's logistics subsidiary, completed the acquisition of AGV, a provider of value-added warehousing and distribution in Brazil. Financial terms were not disclosed.
This transaction represents an important new building block for Solistica's strategy in Brazil. Solistica will now become the first fully integrated Third Party Logistics solution provider in the Brazilian market, building a critical differentiating factor among the leading players in the industry. AGV will generate synergies, complement the platform, and significantly enhance Solistica's customer value proposition, allowing it to provide integrated logistics solutions to its clients in the key Brazilian market.
Royal Baths Manufacturing, a producer of ceramic products, agreed to acquire Quality Acrylic Baths, a manufacturer of acrylic bathtubs. Financial terms were not disclosed.
"Quality Baths' commitment to its customers and its ability to produce high quality, unique tubs make it a great addition for Royal's current operations in the Southeast. We are excited to bring the Quality Baths team on board to better serve our customer base throughout the Florida, Georgia, and the Carolinas," Lane Jeffryes, Royal CEO.
T-Mobile considered a merger with Comcast.
T-Mobile considered a hypothetical merger with media giant Comcast in addition to its ongoing merger with Sprint, in the plan to create one of the biggest companies in the world.
A document from December 2015 shows that T-Mobile had considered a two-step merger: First, merge with Sprint, then merge with a cable company, the top choice being Comcast. The document showed that the mobile carrier also considered mergers with other significant names in cable industry, including Bright House and Charter.
TOMS Shoes creditors to take over the company. (FS)
Tome Shoes' creditors agreed to take over the maker of casual footwear in exchange for restructuring its debt. The Los Angeles-based company struggled to keep up with competitors lowering their prices, as the novelty of its "One for One" model of donating a pair of shoes for each one sold wears off among consumers, Reuters reported.
The group of creditors, led by Jefferies, Nexus Capital Management, and Brookfield Asset Management, will take over ownership of TOMS from its founder Blake Mycoskie and private equity firm Bain Capital. In exchange, the creditors will provide debt relief to the company. The new owners agreed to invest $35m in TOMS to show their commitment and support its future growth.
"Combined with an enhanced capital structure, this funding will enable TOMS to further invest in our promising growth areas and continue our commitment to giving, which have been initiated and supported by Bain Capital and Blake over the past five years," Jim Alling, TOMS CEO.
Brazilian senate poised to reject Eletrobras privatization plan.
The Brazilian government does not have an alternative proposal for the privatization of Centrais Eletricas Brasileiras, a power holding company, which appears to be headed for rejection in the Senate. Last week, Senate President Davi Alcolumbre said the bill proposed by the government for the privatization of Eletrobras, will not be approved by senators due to resistance from some senators.
Brazil’s government proposes to privatize Eletrobras through a share issuance that would dilute the government’s controlling stake. The proceeds of the share issuance would be used by Eletrobras to pay the federal government to extend the licenses to operate most of its power generation assets.
The senators from the Northern and Northeastern regions are against the privatization model, as the power holding company controls nearly a third of power generation and around half of all power transmission in Brazil.
Comcast in advanced talks to acquire Xumo.
Comcast, a telecommunication conglomerate, is in advanced talks to acquire Xumo, a video-streaming company. Financial terms were not disclosed.
Xumo has been shopping itself for months and had previously engaged in talks with prospective buyers, including Sinclair Broadcast Group. Comcast already has a commercial deal with Xumo: this summer, the cable giant inked a pact to add Xumo's app to Comcast Xfinity TV set-top boxes.
EMEA
Italian private broadcaster Mediaset stated that Vivendi’s complaints over the governance structure of a Dutch holding company, which is part of its MFE pan-European expansion plan, are “groundless” and “biased”, Reuters reported.
Mediaset reiterated in a statement that the project to create a pan-European group in the media and entertainment sector was essential for the future of the company and its shareholders.
Mediaset Espana is advised by JP Morgan, Uria Menendez, and Linklaters. Mediaset is advised by Banca IMI, Bank of America Merrill Lynch, Citigroup, Mediobanca, Allen & Overy, Chiomenti, Pedersoli Studio Legale, Shearman & Sterling, and Brunswick Group.
Bidvest Group, a services, trading and distribution company, agreed to acquire PHS Group, a provider of janitorial services, from investment management firms Anchorage Capital Group and M&G Investments for $646m. The acquisition is subject to regulatory approval and is expected to close during the first half of 2020.
"Bidvest is an excellent owner for PHS. Bidvest is committed to supporting our growth plans and the business will continue to be run by the same management team in much the same way, which is excellent news for our customers, suppliers, and everyone at PHS," David Taylor-Smith, PHS CEO.
PHS Group is advised by Macfarlanes. M&G and Anchorage are advised by Deutsche Bank and White & Case.
Britain's watchdog CMA is set to launch an in-depth investigation into Amazon's acquisition of a minority stake in the online food courier, Deliveroo. CMA stated that it has moved to the second phase of the initial probe, as both of the companies failed to address the concerns before the deadline of December 18.
Earlier this month, the CMA said Amazon’s investment into Deliveroo in its current form could harm competition in restaurant food delivery and online convenience grocery delivery.
"We are confident that we will persuade the CMA of the facts that this minority investment will add to the competition, helping restaurants to grow their businesses, creating more work for riders, and increasing choice for customers. Deliveroo is a British company operating right across the country, and this investment will be particularly beneficial to the UK economy," Deliveroo.
Amazon is advised by FTI Consulting.
The deal, which is done through the Singapore-based company's UK subsidiary, ARA UK Asset Management, is expected to complete by the first quarter of 2020, subject to regulatory approvals.
The proposed joint venture will create and manage funds and other ownership vehicles to invest in real estate credit strategies in Europe.
EDT Partners to acquire COPUBLICA Education.
EDT Partners, a consulting firm dedicated to the business of education, agreed to acquire COPUBLICA Education, a Danish-based consultancy firm. Financial terms were not disclosed.
"This is a natural next step in our relationship with COPUBLICA Education. We have successfully worked side-by-side for the last two years. This integration will allow us to become even more effective by leveraging a unique, world-class back-office backbone while multiplying our combined insights and reach," Pablo Langa, EDT Founder, and Managing Partner,
LSE does not plan to sell the Borsa Italiana subsidiary.
London Stock Exchange does not plan to dispose of any assets to win antitrust approval or accumulate funds for the $27bn Refinitiv takeover, and it considers its subsidiary Borsa Italiana as a strategic asset which would keep investing in Italy.
"Euronext repeatedly said it was interested in having Borsa Italiana in its network, but Borsa Italiana is not up for sale," Raffaele Jerusalmi, LSE board member and Borsa Italiana CEO.
Goldman to stabilize Saudi Aramco shares following the IPO. (FS)
Saudi Aramco is positive that Goldman Sachs may stabilize its shares after the IPO earlier this month. The stabilization period will end on January 9, but so far no transactions have been executed.
Saudi Goldman Sachs had announced earlier the possibility of managing the process of price stability for securities under the instructions of regulating the price stability mechanism for initial offers.
Russian pension funds among buyers of Gazprom's shares.
A consortium of investors, including Russian pension funds, bought a 6.6% stake in state-owned gas giant Gazprom earlier this year, Reuters reported.
The company said it sold the so-called quasi-treasury shares in two batches - a stake of about 2.9% in July and of about 3.6% in November. The identity of bidders has not been disclosed.
Hungarian state company acquires Matrai power plant.
Hungary's state-owned electricity company, MVM, is set to acquire Matrai Eromu power plant, Hungary's biggest coal-fired power plant, from Opus Global. Financial terms were not disclosed.
The Hungarian government plans for a $1bn transformation of the plant to make it environmentally safe by decommissioning the coal technology and restructure the generation of electricity from the incineration of wastes by the year 2029.
Metro Bank struggles to find a buyer. (FS)
UK-based retail banking company Metro Bank is struggling to find a buyer as the bank's expensive business model deters potential suitors. Metro Bank emerged as a possible acquisition target in the months following an accounting scandal earlier this year, resulting in the ousting of senior leadership and a regulatory investigation.
Potential bidders for the bank included Blackstone, Centerbridge, Warburg Pincus, and BC Partners, but none decided to submit an offer. New York-based private equity group JC Flowers also considered buying the bank, but it is unclear whether it remains interested.
APAC
"This was a thorough and complex process in which we considered many options. Our approach has resulted in agreements that we believe generate the greatest value from our international assets. By applying almost $3bn of divestiture net proceeds to reduce debt, Campbell's balance sheet will be stronger and capable of supporting our plan to grow our focused and differentiated portfolio," Mark Clouse, Campbell's President, and CEO.
KKR was advised by Jefferies, Allens, Mayne Wetherell, Simpson Thacher & Bartlett, Community Group and Sard Verbinnen. Campbell was advised by Centerview Partners, Goldman Sachs, King & Wood Mallesons and Weil Gotshal and Manges. Centerview Partners and Goldman Sachs were advised by Fried Frank Harris Shriver & Jacobson.
The health supplement company owns ginseng-based supplement and baby food brands, and a health food distribution firm.
Anchor Partners is advised by Citigroup.
Vividthree to acquire DarkBox.
Vividthree, a holding company which through its subsidiaries, produces and distributes motion pictures, agreed to acquire DarkBox Studio, a creator of comics animation for the Web and various social media platforms. Financial terms were not disclosed.
"The acquisition is expected to provide the group with more IP titles to increase its revenue stream," Vividthree.
Vividthree is advised by Gem Comm.
Hyundai Development, a comprehensive real estate services provider, completed the acquisition of a 31% stake in Asiana, a provider of air cargo and passenger transportation services, from Kumho Industrial, a construction engineering company, for $2.16bn.
South Korean airlines are struggling to be profitable and keep a lid on debt as they deal with rising competition from budget rivals, falling tourism traffic between South Korea and Japan, higher fuel costs, and unfavorable currencies.
Yongmei Group, a mining firm, agreed to acquire a 25% stake in its subsidiary coal mining business unit Henan Longyu Energy Resources from Vale, a Brazilian firm engaged in mining and logistics operation, for $152m.
The transaction is in line with Vale's strategy of discipline in capital allocation and business portfolio rationalization. The closing of the deal is expected for the first quarter of 2020, upon completion of conditions precedent to the transfer of the stake.
"We have a very bullish view on the economy in the long term. Logistics and warehousing will be one of the major beneficiaries of this growth. The joint venture's investment will also contribute to economic growth as well as employment generation in the relevant locations," Hiranandani.
Navi Technologies, an investment firm with a focus on the financial services sector, completed the acquisition of MavenHive, a Bangalore-based tech consulting firm specializing in end-to-end product development and training. Financial terms were not disclosed.
"We are very excited about this acquisition, which will add great capability to our ambitions to build cutting-edge technology platforms that can take applications to scale. This acquisition will add to Navi's technology capabilities," Sachin Bansal, Navi CEO.
China-based biomedical venture capital firm Lilly Asia Ventures, SoftBank China Venture Capital, the China-focused investment arm of Japanese conglomerate SoftBank Group and other investors also participated in the new round.
Japan Display in talks to sell smartphone screen plant to Apple and Sharp for $820m.
Cash-strapped Japan Display is in advanced talks to sell its smartphone screen manufacturing factory to Apple and Sharp, a unit of Foxconn, for as much as $820m.
Japan Display said it was considering all options for its plant in Hakusan City, Ishikawa prefecture in western Japan. The maker of advanced LCD screens owes Apple more than $800m for the $1.5bn cost of building the plant four years ago, Reuters reported.
"We are carefully considering it, reviewing the impact that any purchase would have on our earnings, and whether and how much risk it would entail," Sharp.
Thai conglomerates eye Tesco's $7bn Asian unit.
Local Thai business conglomerates, including Charoen Pokphand Group, Central Group, and TCC Group, are in advanced talks to bid for Thailand and Malaysian operations of the British supermarket chain Tesco. The deal is estimated to fetch more than $7bn. CP Group and Central Group are holding discussions with financial advisers preparing for separate bids.
Tesco is expected to call for initial bids for the businesses as soon as next month. A sale of the Asian operations would allow the chain to get an infusion of cash to continue a restructuring of its core UK business that has cut thousands of jobs.
Metlifecare agrees to a $1bn acquisition.
New Zealand's stock exchange's regulator stated that Metlifecare, a retirement village operator, agreed to be acquired in a deal that values the group at $1bn. The details of the bidders were not disclosed.
NZX Regulation stated that the company was offered $4.6 per share. The offer price represented a premium of 9.7% to Metlifecare shares' closing price of $4.28 on December 20, before its stock was placed on a trading halt.
Blackstone to acquire Mumbai and Gurugram assets of Indiabulls for $114m. (FS)
Blackstone is in advanced talks to acquire the commercial assets in Gurugram and Mumbai from Indian real estate company Indiabulls Real Estate for $114m.
According to the terms of the transaction, IBREL would be divesting its entire stake in Mariana Infrastructure(a developer of commercial project at Gurugram), and commercial assets in Mumbai. IBREL has been cutting debt by selling its completed as well as ongoing commercial assets to Blackstone.
Corn oil producer Changshouhua explores strategic options.
Changshouhua, a Hong Kong-based corn oil manufacturer, is exploring strategic options, including a sale. Wang Mingxinx, the chairman and majority shareholder of Changshouhua, is working closely with an undisclosed advisor regarding the transaction.
The sale comes in the wake of ballooning debt accumulations amounting to $643m by the parent company Shandong Sanxing Group. Wang and his two brothers own a combined 73.6% stake in Shandong Sanxing.
Jet Airways creditors to seek fresh bids.
The creditors of the bankrupt Indian airline, Jet Airways, decided to seek fresh bids for the airline. The Committee of Creditors would seek a fresh Expression of Interest.
The Mumbai bench of the National Company Law Tribunal approved the extension of Jet Airways’ Corporate Insolvency Resolution Process by 90 days after the lenders failed to find a new buyer for the airline during the mandated 180-day period.
Uniqlo founder Tadashi Yanai steps down from SoftBank board. (FS, People)
Tadashi Yanai, the Fast Retailing CEO and one of Masayoshi Son's closest advisors, will step down from the office of the non-executive director of SoftBank on December 31 after 18 long years in the office. Post stepping down, Mr. Yanai would be focusing on expanding his apparel business, Uniqlo Clothing.
Mr. Yanai was one of the few board members at SoftBank who was openly critical of Mr. Son’s penchant for deals and his recent pivot towards the $100bn Vision Fund.
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