AMERICAS
Luxury goods company LVMH filed a countersuit against Tiffany in a bid to walk away from the $16.2bn takeover that would have been the biggest ever in the luxury industry.
CNBC reported that the suit, filed in Delaware, says that LVMH "continues to have full confidence in its position that the conditions necessary to close the acquisition of Tiffany have not been met." It adds that the "spurious arguments put forward by Tiffany are completely unfounded."
The announcement is the latest in a saga that saw the Louis Vuitton owner scrap the acquisition in early September. In a statement at the time, France's LVMH said that it would not be able to complete the acquisition of Tiffany "as it stands."
Tiffany is advised by Centerview Partners, Goldman Sachs, Sullivan & Cromwell and Sard Verbinnen & Co. Financial advisors of Tiffany are advised by Weil Gotshal and Manges. LVMH is advised by Citigroup, JP Morgan, Cleary Gottlieb Steen & Hamilton, Skadden Arps Slate Meagher & Flom, White & Case, Brunswick Group, DGM Conseil, Deluxewords, Montfort Communications, Publicis Consultants and SEC and Partners. Debt providers are advised by Allen & Overy.
Tortoise Acquisition announces approval of business combination with Hyliion.
Tortoise Acquisition announced that its stockholders voted to approve the proposed business combination between Tortoise and Hyliion and certain related proposals, and that it has adjourned its virtual special seeting of stockholders to September 30, 2020 to provide its shareholders additional time to vote on one of the ancillary proposals described in Tortoise’s definitive proxy statement, dated September 8, 2020.
Tortoise received overwhelming support from stockholders for the proposed business combination with Hyliion. A sufficient number of votes to approve the business combination were received and Tortoise expects to close the transaction on October 1, 2020.
“Over the past 15 months since our IPO, we have evaluated more than 200 companies looking for the ideal opportunity where our expertise and capital could be the catalyst needed to unlock the full potential of a high-growth business. We found that exceptional company with Hyliion—with a market-disruptive business plan, transformational product, and remarkable founder and CEO. We are honored that they made us a part of their team and are looking forward to helping them deploy their sustainable, electrified trucking solutions to significantly reduce emissions and contribute to a cleaner energy future,” Vince Cubbage, Tortoise Chairman and CEO.
Hyliion is advised by Marathon Capital, Cooley, Wick Phillips and Red Fan Communications. Tortoise Acquisition is advised by Barclays, Goldman Sachs,
Morrow Sodali, Vinson & Elkins and Zito Partners.
Google set to win EU approval for Fitbit deal with new concessions.
Reuters reported that Google is set to win EU antitrust approval for its $2.1bn acquisition of fitness tracker maker Fitbit with its latest concessions to address EU antitrust concerns.
Google offered to restrict the use of Fitbit data, reinforcing an earlier offer to the European Commission. It also offered to make it easier for rival makers of wearable devices to connect to Google's Android platform by offering them access to the Android application programming interface.
Fitbit is advised by Qatalyst Partners, Fenwick & West and Sard Verbinnen & Co. Qatalyst Partners is advised by Cooley. Google is advised by Lazard and Cleary Gottlieb Steen & Hamilton.
Sun Communities to acquire Safe Harbor Marinas from the consortium of investors for c. $2.1bn. (FS)
Sun Communities, a real estate investment trust, agreed to acquire Safe Harbor Marinas, the largest owner and operator of marinas in the world, from a consortium of investors for c. $2.1bn.
"Safe Harbor’s scale and unique positioning, coupled with the fragmented marina industry, should provide us with incremental channels to drive shareholder value in the coming years. This transaction increases our geographic and customer diversity and introduces a new platform that can enhance our ability to generate industry leading returns," Gary A. Shiffman, Sun Chairman and CEO.
Safe Harbor Marinas is advised by Citizens Capital Markets, Moelis & Co, Duane Morris and Sidley Austin. Sun Communities is advised by Citigroup and Jaffe Raitt Heuer & Weiss.
Molina Healthcare, a managed care company headquartered in Long Beach, California, agreed to acquire Affinity Health Plan, a health insurance agency in New York City, for $380m.
"The addition of Affinity is yet another important marker in activating our growth strategy, and is a perfect product line and geographic fit. We believe Molina's strengths, including its strong balance sheet and demonstrated operating capabilities, will allow us to strengthen the financial base of Affinity and improve the business's cost structure and operating margins," Joe Zubretsky, Molina President and CEO.
Molina Healthcare is advised by Deutsche Bank, Latham & Watkins, Milbank and Ropes & Gray.
EnPro Industries, an American industrial conglomerate, agreed to acquire Alluxa, a manufacturer of high-performance optical filters and precision thin-film coatings, for $255m.
"This is the beginning of an exciting new chapter for Alluxa, and we are thrilled to join the EnPro family of companies. EnPro, with its extensive capital, commercial, and other resources, is the perfect partner for us as we look to materially accelerate the growth of our company in the coming years," Mike Scobey, Alluxa Founder, CEO and CTO.
Alluxa is advised by Wells Fargo Securities and Blank Rome. EnPro Industries is advised by GCA Advisors and Robinson Bradshaw.
Novus Capital, a special purpose acquisition company, is set to merge with AppHarvest, an American agricultural technology firm, in a $1bn deal. The transaction provides $475m of gross proceeds to the company, including $375m fully committed common stock PIPE at $10 per share anchored by existing and new investors – including Fidelity Management & Research, Inclusive Capital and Novus Capital.
“A mission that’s become even more important since the global pandemic exposed how a rapidly increasing reliance on imports jeopardizes food security. We now know that, to build a more resilient food system that meets our growing population demands, we must immediately start building controlled environment agriculture facilities, as these farms use far fewer resources to grow far more produce. We believe that this partnership with Novus Capital is a transformative transaction which will allow us to both rapidly scale our agriculture facilities, in pursuit of our goal to redefine American agriculture, and build the country’s AgTech capital within Appalachia. Together we can transform agriculture,” Jonathan Webb, AppHarvest Founder & Chief Executive Officer.
AppHarvest is advised by Cowen & Company, ICR and Cooley. Novus Capital is advised by Cowen & Company and Blank Rome.
Smith+Nephew, the global medical technology business, agreed to acquire the Extremity Orthopaedics business of Integra LifeSciences, a global medical technology company, for $240m.
This acquisition will significantly strengthen Smith+Nephew's extremities business by adding a combination of a focused sales channel, complementary shoulder replacement and upper and lower extremities portfolio, and an exciting new product pipeline.
Smith+Nephew is advised by Brunswick Group. Integra LifeSciences is advised by Piper Sandler and Morgan Lewis & Bockius.
Black Diamond and Investindustrial to acquire the PSR unit of Hexion for $425m. (FS)
Investment companies Black Diamond and Investindustrial agreed to acquire the Phenolic Specialty Resin, Hexamine and European-based Forest Products Resins businesses of Hexion, a chemical company based in Columbus, Ohio, for $425m.
"We continue to strategically manage our portfolio providing us with the ability to further strengthen our balance sheet and maintain a strong business going forward. As we proceed, we will leverage our differentiated technology and global manufacturing footprint to serve the diversified customers of our remaining businesses. On behalf of everyone at Hexion, I would like to thank our associates within our Phenolic Specialty Resins, Hexamine and European-based Forest Products Resins businesses for their many contributions. I am confident they will have exciting opportunities ahead," Craig Rogerson, Chairman, Hexion President and CEO.
Hexion is advised by Credit Suisse and Paul Weiss Rifkind Wharton & Garrison.
Corporate Travel Management to acquire Travel and Transport for $194m.
Corporate Travel Management, a provider of business travel management solutions, agreed to acquire Travel and Transport, a global travel management company, for $194m.
"We are excited to bring our two companies together under the CTM umbrella. Travel and Transport has an incredible reputation and a long history of success within the global travel industry, and we have shared views about delivering personalized service and proprietary technology to generate strong returns for clients on their travel investments," Jamie Pherous, CTM Founder and Managing Director.
Corporate Travel Management is advised by Rowland.
J2 Global to acquire RetailMeNot from Vericast for $240m.
J2 Global, an Internet information and services company, agreed to acquire RetailMeNot, a coupon company, from Vericast, a marketing solutions company, for $240m.
"We are excited at the prospect of adding RetailMeNot, and their talented employees, to our portfolio of brands dedicated to helping consumers save money and find deals, while delivering performance marketing solutions to retailers and brands," Vivek Shah, J2 Global CEO.
Brand Velocity Partners completed the acquisition of BBQGuys. (FS)
Brand Velocity Partners, an innovative private equity firm focused on acquiring consumer and information service businesses, completed the acquisition of BBQGuys, the largest e-commerce platform of higher-end barbeque grills, grilling accessories, and outdoor kitchen products. Financial terms were not disclosed.
"BBQGuys has an entrenched and scalable position in this large, fragmented, growing market. The backyard is the new vacation spot. With the company's market expected to grow from $9.7bn in 2019 to over $11.7bn by 2024, BBQGuys will benefit from a strong demand profile and secular tailwinds. We're excited to partner with such a talented management team to build the brand," Steve Lebowitz, BVP Co-Founder and Managing Partner.
S&B Infrastructure to acquire the fuels business of Cape Environmental Management.
S&B Infrastructure, one of the largest privately-owned engineering firms in the state of Texas, agreed to acquire the fuels business of Cape Environmental Management, a construction engineering company. Financial terms were not disclosed.
"We are thrilled at the prospects the acquisition brings to S&B and our clients. The acquisition strengthens our existing infrastructure capabilities to build or repair, as well as provide critical maintenance services for clients in government, energy, aviation, power, and more," Daniel Rios, S&B Infrastructure President.
American Equity, Värde Partners and Agam Capital Management announced a strategic partnership. (FS)
American Equity, an issuer of fixed index annuities, Värde Partners, a global alternative investment firm, and Agam Capital Management, an insurance solutions provider, reached an agreement in principle to form a strategic partnership intended to drive value for investors, retirement planners and retirees by combining the capabilities, resources and expertise of each organization.
"Värde is pleased to partner with American Equity as we grow our global insurance asset management business with Agam. This is a strategic extension of our long established capabilities as a leading investor in credit and alternatives," Elena Lieskovska, Värde Partner.
Ares Management considers backing Kapital Football Group in a move to acquire Premier League club. (FS)
Ares Management emerged as the backer of Kapital Football Group, a football investment group, aiming to acquire an English Premier League club, Private Equity International reported.
Miami-based Kapital Football Group is seeking around $270m of equity capital for phase one of a plan to acquire multiple football clubs in Europe and the Americas, including a "mid-table" Premier League club with the potential to finish in the flight’s top-seven.
KFG executed an exclusive letter of intent to acquire 80% of an unnamed Premier League club at a valuation of around 1.3x revenue, with the option to acquire the remaining 20% on favourable terms. The deal is expected to cost around $210m, with roughly an additional $50m earmarked as follow-on capital. Ares will commit a portion of this initial capital.
Endurance International Group is in potential sale talks. (FS)
Endurance International Group, a web-hosting company, restarted a review of strategic options, including a possible sale, Bloomberg reported. Private equity firm Warburg Pincus and Goldman Sachs, which took Endurance public in 2013, remain the company’s largest shareholders.
The web-hosting company is working with an adviser on options. No final decisions have been made, and Endurance may choose to remain a public company.
Advent International strengthens in Latin America with a new $2bn fund. (FS)
Advent International, a private equity firm focused on buyouts of companies, reinforced its position as one of Latin America’s private equity players after boosting its capital raised to $8bn with its latest flagship fundraise, AltAssets reported.
The firm closed Advent Latin American Private Equity Fund VII on $2bn to continue a 24-year history of making buyout deals in the continent. The fund will deploy capital across buyouts, corporate carve-outs and growth equity transactions, with equity investments ranging from $50-300m or more.
HIG Capital-backed SPAC looks to raise $450m in US IPO. (FS)
HIG Acquisition, a blank-check company backed by private equity firm HIG Capital, is looking to raise $450m in a US IPO. The firm will list 45m units at an offering price of $10 apiece, Reuters reported.
The blank-check company intends to apply to have its units listed on the New York Stock Exchange. A SPAC is a shell company that uses IPO proceeds to buy another company, typically within two years of listing. High profile investors such as Bill Ackman and Michael Klein have raised billions through their SPACs this year.
Elon Musk promises Starlink IPO with a focus on retail investors.
Elon Musk, Tesla's CEO and Founder of SpaceX, promised retail investors a chance to participate in the eventual IPO of the Starlink, SpaceX's internet-based satellite venture, even if the share sale is years away, Bloomberg reported. Musk said last year that Starlink was an important new revenue stream for his California-based Space Exploration Technologies, or SpaceX.
"Starlink is the right kind of business that we can go ahead and take public. That particular piece is an element of the business that we are likely to spin out and go public," Gwynne Shotwell, SpaceX President and COO.
McAfee prepares for Nasdaq IPO.
McAfee, a cybersecurity software maker, filed to go public, adding to the roster of companies rushing to cash in on a hot market for US IPO. The San Jose, California-based company listed the size of the offering as $100m in a filing Monday with the US Securities and Exchange Commission. The amount is a placeholder that will likely change.
McAfee's planned offering is part of a software IPO boom this year. The biggest listing for an operating company on a US exchange is software maker Snowflake, which raised $3.9bn including so-called greenshoe shares this month.
EMEA
Finland's competition watchdog recommends blocking Mehilainen's $403m acquisition of Pihlajalinna.
Reuters reported that Finland's competition authority recommended blocking Mehilainen's $403m purchase of rival Pihlajalinna, as the deal would reduce the number of nationwide healthcare companies to just two.
Finland's Market Court will issue a ruling on the deal within three months of the recommendation from Finland's Competition and Consumer Authority, or by December 29 at the latest. The FCCA said the proposed merger "would significantly impede effective competition in the Finnish health services market," and reduce the number of nationwide players to two.
Pihlajalinna is advised by HLP Corporate Finance and Merilampi Attorneys. Mehilainen is advised by Access Partners, Barclays, Nordea Bank and Avance.
CLEAR, an independent chartered insurance broker, agreed to acquire Brokerbility Holding, a parent company of BHIB Insurance Brokers, a company specialising in commercial and industrial risks, and Churchill Insurance, a provider of property and casualty insurance services. Financial terms were not disclosed.
“This is a brilliant deal for CLEAR and everyone involved with Brokerbility, BHIB and Churchill. Both Ashwin and Ian have done such a fantastic job, and I’m delighted that my friends will continue to lead Brokerbility in the next phase of its exciting journey. With the backing of ECI Partners, we have now secured a material step forward and are well poised to make further acquisitions," Howard Lickens, CLEAR CEO.
Brokerbility Holdings is advised by IMAS Corporate Finance, Browne Jacobson and Cooper Parry.
Mavenir Systems, a provider of end-to-end cloud-native, agreed to acquire ip.access, a multinational corporation that designs, manufactures and markets small cells technologies and infrastructure equipment for GSM, GPRS, EDGE, 3G, 4G and 5G. Financial terms were not disclosed.
“CBRS/OnGo in the US and shared spectrum initiatives in Europe are but a few of the potential opportunities. It’s not just consumer services anymore, but industrial private networks, professional closed group networks for financial, healthcare, leisure and hospitality, among many others. We look forward to applying our long experience in private networks to complement Mavenir’s existing portfolio in serving this hugely expanded customer base,” Nick Johnson, ip.access Founder and CTO.
Mavenir Systems is advised by Global Results Communications and Matter Communications.
Investis Digital to acquire Microserve.
Investis Digital, a global digital communications company, agreed to acquire Microserve, a Bristol-based Drupal development comapny. Financial terms were not disclosed.
"As we continue to see an unprecedented rate of engagement online, embracing a digital-first world is paramount to driving business performance. This acquisition reflects our commitment to our clients to deliver against our 24/7 service model and to help them communicate the messages that matter most," Don Scales, Investis Digital Global CEO.
Total, a broad energy company, agreed to acquire Blue Point London, a citywide network of more than 1.3k on-street EV charge points, from Bolloré Group, a French transportation company. Financial terms were not disclosed.
"By combining today these existing infrastructures with Total's know-how in terms of installation, operation and management of public electric vehicle charging networks, we are starting a new phase, supporting the expansion of electric mobility in London. In collaboration with our partners and the local authorities, we will be able to meet both the strong growth in demand for on-street charge points and the needs for new mobility solutions of London users," Alexis Vovk, Total President, Marketing & Services.
XPEL a global provider of protective films and coatings, agreed to acquire France Auto Racing, a distributor of automotive paint protection film serving France. Financial terms were not disclosed.
"This is a continuation of our over-arching get close to the customer strategy. This acquisition will further enhance the development of the French market which we believe is highly underpenetrated for us and for the industry as a whole. We have a track record of successfully combining our resources with local, experienced operators to achieve success in markets around the world and the team at France Auto Racing will help us do that in France," Ryan Pape, XPEL President and CEO.
Uber considers the acquisition of BMW-Daimler-backed FreeNow. (FS)
Uber expressed interest in a potential acquisition of Free Now after the venture’s efforts to attract additional investors struggled to gain traction amid the coronavirus pandemic. Any deal could be complicated by the challenging market ride-hailing companies face, which could make it more difficult to agree on a price.
Daimler and BMW merged their mobility operations last year and folded them into a joint venture called Your Now, which comprises five business including the Free Now ride-hailing service. Free Now used to operate as MyTaxi and has integrated ride-hailing apps including France’s Kapten, Greece’s Beat and Romania’s Clever Taxi.
Liverpool Victoria is in talks for acquisition. (FS)
Liverpool Victoria, a UK insurance company, is in transactional talks. The company, which was founded in Liverpool in 1843, launched a strategic review in June after selling its general insurance business to Germany’s Allianz.
Potential buyers of LV, which could be worth more than £500m ($641m), include Royal London, the UK’s largest mutually owned insurer, and private equity firm Bain Capital, Sky News reported.
APAC
Tencent to acquire the remaining stake in Sogou from Sohu Group for $3.5bn.
Tencent, a global multinational conglomerate holding company, agreed to acquire the remaining stake in Sogou, a Chinese technology company, from Sohu Group, a Chinese internet company, at a $3.5bn valuation.
Upon the effectiveness of the merger, outstanding Class A ordinary shares of the company will be cancelled in exchange for the right for the holders thereof to receive $9 in cash per share or ADS. The merger consideration represents a premium of approximately 56.5% to the closing trading price of the ADSs on July 24, 2020, the last trading day prior to the Sogou's announcement of its receipt of a "going-private" proposal from Tencent.
Sogou is advised by Duff & Phelps, Conyers Dill & Pearman and Goulston & Storrs. Tencent is advised by Davis Polk & Wardwell, Goldman Sachs and Walkers. Sohu Group is advised by Christensen IR.
Nippon Telegraph and Telephone to acquire the remaining shares in NTT Docomo for $40bn.
Nippon Telegraph and Telephone, a Japanese telecommunications company, headquartered in Tokyo, offered to acquire and privatize its mobile unit NTT Docomo for $40bn.
By making NTT Docomo a wholly-owned company, NTT would be able to make changes that directly reflect government requests at the mobile phone service provider, which is the largest domestic carrier in terms of its number of subscribers. NTT is also expected to streamline operational costs by strengthening collaboration.
NTT Docomo is advised by Nomura and Nakamura, Tsunoda & Matsumoto. Nippon Telegraph and Telephone is advised by Mitsubishi UFJ Financial Group, Morgan Stanley, Hibiya Sogo and Mori Hamada & Matsumoto.
Tencent led a funding round in New Ruipeng at a $4.4bn valuation. (FS)
Chinese multinational technology conglomerate Tencent led a funding round in New Ruipeng, a Shenzhen-based pet medical and beauty care hospital operator, at a $4.4bn valuation. The round saw participation from Country Garden Venture Capital, Boehringer Ingelheim, Snow Lake Capital, OrbiMed, Aspex Management, and Lake Bleu Capital.
The Shenzhen-based company plans to use the new capital to help facilitate its primary care networks, improve its medical system, and strengthen its smart retail ecosystem through WeChat.
ANZi Ventures and Salesforce Ventures led a $200m Series D funding round in Airwallex, a provider of technology services. The round saw participation from Horizons Ventures, Hillhouse Capital Management, Sequoia Capital, Tencent Holdings, DST Global and Skip Capital.
The additional funds raised will enable the technology company to invest in the continued build-out of its product suite, to strengthen its existing footprint in key regions such as the Asia Pacific and UK, Europe, and to expand its global payment coverage to include additional areas such as the Middle East, Eastern Europe, and Africa.
"Our most significant fundraising round to date, in conjunction with our constant drive for innovation and the foresight to adapt to the evolving world, sets Airwallex up with a solid foundation for the years ahead," Jack Zhang, Airwallex Co-Founder and Chief Executive.
KG Group, a chemical-to-financial conglomerate, agreed to acquire a majority stake in Hollys Coffee, a speciality coffee company headquartered in South Korea, from IMM Private Equity, a private equity investment firm, for $124m.
The coffeehouse is expected to advance its mobile services with the help of KG Group's other subsidiaries in the mobile sector.
I Squared Capital-backed Cube Highways completed the acquisition of KNR Walayar Tollways. (FS)
I Squared Capital-backed Cube Highways, a Singapore-based company investing in road and highway projects, completed the acquisition of KNR Walayar Tollways, an operating toll road in the state of Kerala, India, from KNR Constructions, a construction engineering company. Financial terms were not disclosed.
"Despite the challenges of the Covid-19 pandemic, both parties worked constructively to restructure the transaction to achieve a win-win outcome for both parties. As a repeat transaction with KNR Group, Cube Highways has once again demonstrated that it is the partner of choice for leading road construction companies and has cemented its position as the preeminent owner-operator of Indian Highways," Gautam Bhandari, Cube Highways Director.
Japfa considers divesting Greenfields.
Japfa is weighing a sale of Greenfields, its Indonesian dairy unit, and seeks as much as $500m from the deal, Bloomberg reported. The Singapore-listed industrial agri-food company started a sale process for Greenfields Indonesia and is working with an adviser on the transaction. Japfa shortlisted several suitors and is inviting them to submit binding bids.
Greenfields, established in 1997, produces fresh milk in an integrated farm and dairy processing facility. It has over 10k Holstein and Jersey cows and produces over 43.5m litres of fresh milk each year.
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