Daily Review

Severgroup closed its $1.8bn acquisition of Lenta. (Financial Sponsors)

UK antitrust regulators approved PayPal’s $2.2bn acquisition of iZettle.

Mediahuis agreed to acquire Independent News & Media for €145m.

 

 

Aliter Capital-backed Ipsum Group acquired Stormport. (FS)

 

Ampersand-backed Canopy acquired Zellkraftwerk (FS)

Orange acquired ICT integrator BKM for €52m.

 

 

Imperial Brands looking to offload its cigar business.

Italian bank fund may take a stake in Carige in BlackRock’s rescue. (FS)

Israel approved of MasterCard’s 10% stake in SHVA.

 

Italy considering new options for Alitalia.

 

HRA Pharma acquired the Mederma brand from Merz Pharmaceuticals.

HIG Capital provided growth funding to Risparmio Casa. (FS)

 

Gardner Denver, an American worldwide provider of industrial equipment, technologies and related parts and services, agreed to merge with Ingersoll Rand's industrial segment in a $15bn deal. Upon the close of the transaction, existing Ingersoll Rand shareholders will receive 50.1% of the shares of the newly formed company on a fully diluted basis, valued at approximately $5.8bn. Existing Gardner Denver shareholders will retain 49.9% of the shares on a fully diluted basis.

“Ingersoll Rand has a long track record of top-tier financial performance,” said Mike Lamach, Ingersoll Rand’s Chairman and CEO. “This transaction presents a compelling opportunity to unlock significant value for all of our stakeholders through the formation of two global leaders in their respective sectors.”

Goldman Sachs, Lazard and Paul Weiss Rifkind Wharton & Garrison, Davis Polk are advising Ingersoll Rand. Citigroup, Robert W. Baird and Simpson Thacher & Bartlett are advising Gardner Denver. Sullivan & Cromwell is advising Goldman Sachs.

 

Severgroup, a private investment company that manages investments on behalf of Alexey Mordashov, successfully closed its acquisition of a 42% stake in Russian supermarket chain Lenta at an EV of $1.8bn. The offer was announced on April 1. Severgroup acquired the stake from TPG Capital, VTB Capital and the European Bank for Reconstruction and Development. Magnit, one of Russia's largest food retailers, pulled its bid to acquire all shares of Lenta in response to the news.

Severgroup announced that it will now make a cash offer to acquire all of the issued and to be issued shares of Lenta and all of the Lenta GFR. The offer price implies a value of approximately $1.8bn for 100% of the shares of Lenta, which represents: a premium of over 8% to the price of the Lenta GDRs on the LSE of $3.33 at the close of business on 26 March 2019.

Alexey Mordashov, Chief Executive Officer of Severgroup said: "We are confident that combining Lenta's highly professional management team and excellent corporate culture with Severgroup's experience in building and managing successful businesses, deep expertise in both industrial and consumer sectors as well as in the digital & IT sector will enhance the company's position as a leading grocery player in terms of customer's service, offering and loyalty."

JP Morgan and Freshfields Bruckhaus Deringer advised Lenta. Citigroup advised Severgroup.

 

United Kingdom Competition and Markets Authority approved PayPal’s $2.2bn acquisition of iZettle, a Swedish financial technology company. The deal was announced in May 2018 and closed in September 2018.

“We are pleased the CMA has provisionally cleared our transaction,” said Dan Schulman, president and CEO, PayPal. “We look forward to adding iZettle’s products and services to our platform to help small businesses access even more affordable tools to run their shops and compete against the retail giants.”

JP Morgan, BAHR, Gernandt & Danielsson, Brunswick Group and Latham & Watkins advised iZettle. Evercore, Edelman, Roschier, Houthoff and Skadden Arps Slate Meagher & Flom advised PayPal.

 

Mediahuis, a private European media group, agreed to acquire Independent News & Media, a leading newspaper and online publisher in Ireland, for €145m ($161m). Under the terms of the acquisition, INM shareholders will be entitled to receive 10.5 cents in cash for each INM ordinary share. The price represents a premium of approximately 44% to INM's closing price of 7.28 cent on 3 April 2019. 

Commenting on the acquisition, Murdoch MacLennan, Chairman of INM said: "We are pleased to be announcing this transaction today and believe it represents an excellent outcome for both the company and its shareholders. The offer from Mediahuis represents a compelling opportunity for shareholders to realize cash for their shareholding in INM, at a price which fairly reflects the company's performance and standalone prospects."

Davy, Lazard, Matheson and Wilson Hartnell are advising Independent News & Media. JP Morgan, Arthur Cox and Drury Porter Novelli are advising Mediahuis.

 

 

Schlumberger, the world's largest oilfield services company, sold its Middle East onshore rigs business to Abu Dhabi National Energy Corp, a government-controlled energy holding company of Abu Dhabi, United Arab Emirates, for $415m. Through the expansion, Abu Dhabi National Energy Corp will operate 58 onshore rigs and nine offshore rigs across the Middle East and North Africa.

 

“This acquisition is fully aligned with Saudi Vision 2030. It unlocks value and drives growth across our entire value chain through a more integrated regional approach while positioning a leading Saudi company as a global player,” said Abu Dhabi National Energy Corp CEO Azzam Shalabi.

Moelis is advising Abu Dhabi National Energy Corp. Rothschild & Co is advising Schlumberger.

AQ Group acquired Trafotek from Intera Partners for €28m. (FS)

AQ Group, a global manufacturer of components and systems for industrial customers, acquired Trafotek, a leading supplier in design and manufacturing of specialized power electronics components, from private equity firm Intera Partners for €28m ($31m).

"The purpose of the acquisition is to extend AQ’s customer base and to broaden our offering in inductive components. Trafotek has a long track record with demanding industrial customers and the company fits very well into the AQ portfolio without overlaps. AQ and Trafotek combined will be a strong player with technology and manufacturing presence in all major geographies" said Anders Carlsson, CEO of AQ Group.

MCF and Krogerus advised Intera Partners.

 

Aliter Capital-backed Ipsum Group, a national utilities and infrastructure services provider, acquired Stormport, a provider of electricity network asset installation, maintenance and repair services. Financial terms were not disclosed.

The acquisition of Stormport will enhance Ipsum’s existing services and geographic footprint in the UK electricity sector and add new customer relationships with key DNOs. In addition, Stormport’s growing ICP presence is highly complementary to Ipsum’s existing business in that market.

 

Russian banking group Sberbank will spend 1% of the net profit made in the first quarter to buy a 46% stake in media company Rambler Group. The deal was announced on April 23. Sberbank made a record $3.5bn first-quarter net profit. 

Thanks to this deal, Sberbank’s ecosystem will feature the services and brands of Rambler Group, including Okko, one of the most popular and fastest growing Russian online cinemas, Moscow’s Khudozhestvenny Cinema, and also more than 30 popular resources and services of the Runet, such as Gazeta, Lenta, Afisha, Championat, Rambler, Kassa, LiveJournal and others.

 

Canopy Biosciences, a leading provider of gene editing and gene expression products and services, acquired Zellkraftwerk, a leader in multiplex cytometry. The deal was concluded after Canopy closed a strategic growth investment from Ampersand Capital Partners. Financial terms were not disclosed.

"We are excited to partner with Canopy Biosciences and Ampersand to enhance our capabilities, scale, and geographic reach in the US, Europe, and Asia as we strive to best serve the evolving needs of our customers,” Jan Detmers, Zellkraftwerk Cofounder.

Orange acquired ICT integrator BKM for €52m.

 

Orange Belgium, a Belgian telecoms company, acquired ICT integrator BKM for €52m ($58m). With this acquisition, Orange Belgium will extend its B2B offering with BKM’s Unified Communications & Collaboration and ICT solutions, and answer to a growing demand of its B2B customers for a single connectivity and ICT provider.

Michaël Trabbia, CEO of Orange Belgium, explains: “I am delighted to welcome the BKM teams within the Orange family. Following up on our B2B strategic ambitions, this acquisition will allow us to enhance our B2B offers and services to both Orange Belgium’s and BKM’s customers. Together, we will further challenge the ICT and connectivity markets, and leverage cross-selling opportunities.”

 

CEWE, a photofinishing and online printing business in Germany, acquired Germany-based WhiteWall, a photo lab located in Frechen, from Avenso for €30m ($33m). As a member of the CEWE Group, WhiteWall will remain an independent brand with its own production. CEWE expects the acquisition of shares to have a sustained positive effect on the market position and value of the company as a whole.

CEWE CEO Dr. Christian Friege: "The acquisition of WhiteWall is an excellent addition to our portfolio of brands, matching the premium standard of the CEWE Group. The development of WhiteWall is impressive, with the company providing outstanding quality in the upmarket premium segment. The independence of the brand is to secure its dynamic performance in the future. We are thus also strengthening the overall CEWE Group market position."

 

Reuters reported that Imperial Brands, a British multinational tobacco company headquartered in Bristol, is looking to sell its global premium cigar business as a part of its divestment plan to cut debt and reinvest the money to further growth. The company’s divestment program, which is expected to generate proceeds of up to £2bn ($2.6bn), has already generated £280m ($362m) through sales and divestitures.

 

AZ Capital is advising Imperial Brands.

 

A fund financed by Italian banks could take a stake in Carige, a troubled Italian bank based in Genoa, as part of a rescue plan designed by American investment company BlackRock. The BlackRock proposal is said to be consistent with a restructuring plan drafted by Carige’s temporary administrators which allowed the Italian banking fund to take a stake by converting debt into equity.

“It appears the deal proposed by BlackRock is in line with the relaunch plan drawn up by the bank’s commissioners,” Carlo Messina, CEO of Intesa Sanpaolo, one of the Italian banks, said.

 

Reuters reported that Bank of Israel Governor Amir Yaron granted Mastercard permission to hold 10% of Israeli bank services firm SHVA. Mastercard got the green light after the company signed a deal to buy the stake from Israel’s Bank Hapoalim. SHVA, the Hebrew acronym for Automated Banking Services, provides a large portion of the services in the payment card transaction chain in Israel.

 

 

According to Reuters, the Italian government is assessing new offers from potential suitors for troubled flagship carrier Alitalia. The airline has been under special administration since 2017 when workers rejected the latest in a long line of rescue plans.

State railway operator Ferrovie dello Stato and US carrier Delta Air Lines have previously said that they are ready to contribute to a rescue bid worth around €1bn ($1.1bn), but they need to find another industrial partner to pursue the offer.

 

 

HRA Pharma, a fast-growing consumer healthcare company, acquired the global rights to the Mederma brand, which includes products across the scar care, stretch marks and skin care categories, from Merz Pharmaceuticals, a global leader in aesthetics and neurotoxins. Financial terms were not disclosed.

“The acquisition of Mederma provides HRA Pharma with access to the world’s biggest Consumer Healthcare market and is another step in building a strong portfolio of leading brands. After the acquisition of Compeed in 2017, this new strategic acquisition in the confirms HRA’s ambition to become one of the fastest growing CHC companies in the world”, said David Wright, CEO of HRA Pharma.

Rothschild & Co advised Merz Pharma.

 

HIG WhiteHorse, a credit affiliate of HIG Capital, a global private equity and alternative assets investment firm, provided a growth capital solution to Risparmio Casa, a leading Italian drugstore chain based in Pomezia. With this transaction, HIG will support the Battistelli family in continuing to strengthen the company’s leading position in the Italian drugstore industry and achieve its growth plans.

Guido Lorenzi, Principal at HIG WhiteHorse, said: “This transaction demonstrates HIG WhiteHorse’s willingness to invest in and support leading Italian companies in cooperation with entrepreneurial families. HIG is delighted to partner with Risparmio Casa and the Battistelli family, committing its resources, experience and network to support the next stage of growth of the company.”

Warren Buffett’s Berkshire Hathaway said it would put $10bn behind Occidental Petroleum Corp’s $57bn bid to acquire Anadarko Petroleum Corp, a company engaged in hydrocarbon exploration. Occidental has been fighting against Chevron’s $50bn offer for Anadarko which was made earlier this month. 

Occidental’s proposal represents a premium of approximately 20% to the value of Anadarko’s stock as of April 23, 2019. Anadarko is reportedly set to accept Occidental’s offer.

Evercore, Goldman Sachs, Vinson & Elkins, and Wachtell Lipton Rosen & Katz are advising Anadarko. Credit Suisse and Paul Weiss Rifkind Wharton & Garrison are advising Chevron. Bank of America Merrill Lynch, Citigroup, and Cravath Swaine & Moore are advising Occidental.

 

HealthEquity, a non-bank health savings trustee, made an unsolicited, non-binding proposal to acquire WageWorks, a leader in administering Consumer-Directed Benefits, for $2bn. The $50 per share offer represents a 17.3% premium to WageWorks’ last close.

“The WageWorks Board of Directors, in consultation with its financial and legal advisors, will continue to carefully review the proposal,” WageWorks said in a statement.

 

KKR's Internet Brands, a fully integrated online media and software services organization, sold Autodata Solutions Group, which serves the global automotive industry with data, technology, and marketing solutions, to Thoma Bravo, a leading private equity investment firm. Financial terms were not disclosed.

"As technological innovation drives massive change within the automotive industry, we believe Autodata Solutions Group is well positioned to be at the forefront of that future," said Scott Crabill, a Managing Partner at Thoma Bravo. "Our operational knowledge within the software industry and ability to leverage resources can only enhance the company's unique data-driven solutions and interactive marketing initiatives."

Kirkland & Ellis is advising Thoma Bravo. RBC Capital Markets and Simpson Thacher & Bartlet are advising Internet Brands. RBC Capital Markets and KKR Capital Markets are providing debt financing.

 

Francisco Partners, an investment firm that specializes in technology and technology-enabled services businesses, invested in Perforce Software, a leading provider of enterprise-scale software solutions to technology developers and development operations. Francisco Partners and Clearlake Capital Group, which initially invested in Perforce Software in late 2017, become equal partners. Financial terms were undisclosed. 

"We are very impressed by the leadership position that Perforce has established in the DevOps market and are excited to partner with management and Clearlake to drive the next phase of expansion," said Brian Decker, partner at Francisco Partners.

Credit Suisse, Deutsche Bank and Ares advised and provided debt financing to Francisco Partners. William Blair, Shea & Co, Bank of America Merrill Lynch, Goldman Sachs and Evercore advised Perforce.

 

 

CNO Financial Group, a financial services holding company based in Carmel, Indiana, acquired Web Benefits Design, a leading national employee benefits technology, communication, and administration firm, for $66m.

 

“CNO is the right partner to help us reach the next level of success while preserving what makes us valuable to our clients and partners,” said Bethany Schenk, president, and chief executive officer of Web Benefits Design. “We are excited to join a company that shares our vision and values while supporting our entrepreneurial spirit. Linking our industry-leading platform with CNO’s operational infrastructure, insurance product portfolio and the national sales force will create a win-win situation for all of our customers, brokers and carrier partners.”

Deutsche Bank advised CNO. Stifel advised Web Benefits Design.

 

Brazilian retailer Magazine Luiza acquired Brazilian online footwear retailer Netshoes for $62m. Magazine Luiza offered to pay $2 in cash per share. The acquisition is aligned to the Magazine Luiza’s efforts to increase its footprint in the increasingly competitive Brazilian e-commerce, as Amazon revs up operations in Latin America’s largest economy seven years after entering the market.

Goldman Sachs advised Netshoes.

 

Private equity investment firms Blue Wolf Capital and Peloton Equity formed a new joint venture company ClearSky Health. The new company, headquartered in Austin, Texas, will develop and acquire inpatient rehabilitation facilities and related post-acute services companies as part of a strategy to build a market leader in the integrated delivery of rehabilitation services from the hospital to the patient’s home. Financial terms were not disclosed.

“The post-acute care sector in the US is evolving towards integrated delivery models and value-based care, and we believe IRFs are well-positioned to play an important role in this transformation,” said Ted Lundberg, Co-Founding Partner at Peloton Equity. “We are excited to partner with a team we have worked with before that has a proven track record of growth, innovation, high-quality operations and superior clinical outcomes.”

 

SkyKnight Capital-backed WhiteWater Express Car Wash, a multi-location car wash operator headquartered in Houston, merged with Legends Express Car Wash. The strategic combination creates a top tier car wash platform with 15 locations in Houston, Dallas, Austin and Tulsa. Financial terms were not disclosed.

President & COO of WhiteWater Clayton Clark said: “WhiteWater is building a first-rate car wash platform, one in which top operators can be a part of the company’s strategic growth. As a part of that plan, we are thrilled to partner with Ronnie and the Legends team. Ronnie has done a terrific job of building a team of exceptional employees and beautiful stores in prime locations. We look forward to working together and building on their current success.”

 

West Monroe Partners, a national business and technology consulting firm that partners with dynamic organizations to reimagine, build, and operate their businesses at peak performance, acquired Waterstone Management Group, an adviser for private equity firms and Fortune 500 companies. Financial terms were not disclosed. 

The acquisition expands and deepens West Monroe’s strategic advisory and operations improvement services to clients who leverage software-enabled technology to provide value and compelling experience to their customers. It also expands West Monroe’s national M&A team by about 15%.

“We are excited to be joining West Monroe and see endless growth opportunities for our clients and the Waterstone team,” said Neil Jain, West Monroe Director.

 

COSCO’s Orient Overseas International, an investment holding company which involves in international transportation and logistics, property investment and property development, sold the Long Beach terminal to investment company Macquarie Group for $1.8bn. Orient Overseas International said it expects to book an estimated gain before tax of about $1.3bn from the sale of the terminal to Olivia Holdings, majority-owned by a fund run by Macquarie Infrastructure and Real Assets.

Orient Overseas International stock jumped by 4% in response to the news.

 

Pioneer Natural Resources, a company engaged in hydrocarbon exploration, is in advanced talks to sell its Eagle Ford acreage in South Texas to Warburg Pincus-backed energy producer Ensign Natural Resources. The asset is valued at approximately $1bn.

Negotiations are described as advanced, although there is no certainty a transaction will be consummated, and talks could still fall apart. Ensign was close to striking an agreement with Pioneer last summer for the Eagle Ford position, but no deal was finalized.

 

MPC Capital, a German asset management company, acquired Tilawind, a wind farm in Costa Rica, for approximately $50m. The wind farm, which is located in Tilarán, in the northern province of Costa Rica, Guanacaste, is operational since 2015 and has the potential for future expansion of its peak capacity. The acquisition was signed in June 2018 with an economic transfer date as of January 2018. All customary approvals were granted in April 2019 enabling the closing of the acquisition.

David Delaire, Managing Director of MPC Renewable Energies, said: “Taking over the management of Tilawind wind farm gives us the opportunity to utilize our renewable energies asset management platform to optimize the performance of this asset. We look forward to expanding our services, not only in the Caribbean region and Central America but also globally to maximize shareholder value. We’re also eager to explore additional investment opportunities in the renewables sector for both institutional and retail investors who wish to capitalize on opportunities in the growing market.”