EMEA
Mastercard outbids Visa in the race to acquire Earthport.
RLAM and Aviva Investors criticize board’s recommendation of £4.7bn bid for RPC. (Financial Sponsors)
Naspers' OLX Group acquired a remaining 29% in Avito for $1.2bn.
China Three Gorges to freeze talks on takeover of Portugal's EDP.
Primary Health Properties acquired MedicX.
Deutsche Bank board to pull Commerzbank merger.
Thyssenkrupp has no plans to sell elevator unit.
Serbia's AIK to plan a new bid for Slovenian Gorenjska Banka.
Cerberus and Centerbridge joined forces to jointly bid for NordLB. (FS)
AMERICAS
Cision acquired Digital PR platform provider TrendKite for $225m.
MoneyGram exploring options, including a potential sale.
OUE put up for sale U.S. Bank tower in Los Angeles.
APAC
Etihad hires Alvarez & Marsal, as an expert on Jet Airways bailout.
Hong Kong jewellery tycoon looks to buy Varo Energy. (FS)
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EMEA
Mastercard outbids Visa in the race to acquire Earthport.
MasterCard has opened a bidding war with Visa over the acquisition of cross-border payment firm Earthport, posting a £233m ($305m) cash offer for the UK firm. Visa made a surprise £198m ($285m) bid for Earthport over the festive season, an offer which was recommended by the company's Board.
MasterCard bid comes at a 10% premium to Visa's valuation and 343% to the Closing Price of $7.45 per Earthport's share price on 24 December 2018, moving Earthport to withdraw its recommendation of the Visa's offer.
"The Board of Earthport is pleased to recommend Bidco's cash offer for Earthport which is at 10% premium to the Visa proposal. This offer provides our shareholders with even greater value in cash for their shares." Sunil Sabharwal, Earthport interim chairman.
Earthport is advised by N+1 Singer, Rothschild & Co, Bird & Bird, Newgate Communications. MasterCard is advised by Bank of America Merrill Lynch and Clifford Chance. Visa is advised by Goldman Sachs and Freshfields Bruckhaus Deringer.
Fuller, Smith & Turner agreed to sell its entire beer business to Asahi Europe, a wholly owned subsidiary of Asahi Group Holdings, for an enterprise value of £250m on a debt free, cash free basis.
The business comprises the entirety of Fuller’s beer, cider, and soft drinks brewing and production, wine wholesaling, as well as the distribution thereof, and also includes the Griffin Brewery, Cornish Orchards, Dark Star Brewing, and Nectar Imports.
Sale of the Fuller’s Beer Business for an enterprise value of £250m, representing a multiple of 23.6x EBITDA (of £10.6m for the 52 weeks ending 31 March 2018).
Under the terms of the Proposed Disposal, Asahi will acquire the brands of the Beer Business (including “London Pride”) and will receive the benefit of a licence, on a perpetual, global, exclusive and royalty-free basis, to use certain trademarks (including the “Fuller’s” name, logo and cartouche) for the provision of beverages. Ownership of the licensed trademarks will be retained by Fuller’s.
Following Completion of the Proposed Disposal, Fuller’s will be a focused, premium pub and hotel operator.
Fuller, Smith & Turner was advised by Rothschild & Co and Instinctif Partners.
RLAM and Aviva Investors criticize board’s recommendation of £4.7bn bid for RPC. (FS)
The proposed £4.7bn ($6.1bn) takeover of RPC, Europe’s biggest plastic packaging company, has come under attack from two shareholders who say the bid from US private equity firm Apollo Global Management is too low.
“We are very surprised and somewhat disappointed that the board has recommended the offer at this price, as we believe this materially underestimates the future prospects of the group,” Craig Yeaman, RLAM senior fund manager.
RPC is advised by Rothschild & Co, Deutsche Bank, Jefferies & Company, Credit Suisse, Evercore, Slaughter & May, and FTI Consulting. Apollo is advised by BNP Paribas, Barclays, Citigroup, HSBC, Davis Polk & Wardwell, Paul Weiss Rifkind Wharton & Garrison, and Maitland.
Naspers' OLX Group acquired a remaining 29% in Avito for $1.2bn.
Naspers’ Classifieds business, OLX Group, announced an investment of $1.16bn, to acquire a further 29% stake in Avito, the leading online general classifieds and property platform in Russia. OLX Group’s stake increases from 70% to 99% on a fully diluted basis. The remaining shares are held by management.
Naspers initially invested in Avito in 2013. Over the last five years, Avito has established leading positions in five key categories: Goods, Autos, Real Estate, Jobs and Services. With 10.3m daily unique visitors, Avito now attracts a large portion of the Russian internet population every day.
“Avito is the leading online classifieds player in Russia and our decision to increase our stake reflects our belief in the long-term prospects of this great business and the Russian internet market. This investment further strengthens our global position in online classifieds, a core focus for Naspers alongside online food delivery and fintech.” Bob van Dijk, Naspers CEO.
The European Commission is reviewing last-minute changes from Alstom and Siemens aimed at winning over the regulator to the planned merger of their rail activities, EU Competition Commissioner Margrethe Vestager said.
Vestager declined to address any specific changes proposed by the two companies, noting the case was still under review. People familiar with the matter said last week that the EU competition watchdog would block the deal, with a decision likely on Feb. 6 ahead of the Feb. 18 deadline.
However, the French Finance Minister, who was defending this deal several times, said: “There is no remaining justification for a refusal by the European Commission of the merger.”
Alstom is advised by JP Morgan and Rothschild & Co as financial advisors and Cleary Gottlieb as legal advisor. Siemens is advised by BNP Paribas and Goldman Sachs as financial advisors and Latham & Watkins and Sullivan & Cromwell as legal advisors.
China Three Gorges to freeze talks on a takeover of Portugal's EDP.
China Three Gorges halted talks with EU regulators about its proposed €9bn ($10.3bn) takeover of Portugal’s EDP-Energia de Portugal over a month ago, casting doubt on whether the deal will progress.
CTG launched a bid to take control of EDP, of which it already owns 23%, in May last year, but the transaction has moved at a slow pace. Sources say CTG has yet to complete regulatory filings in Europe and the United States, although Portugal’s regulator said there are no signs the Chinese state-owned utility is preparing to abandon the deal.
“CTG continues to progress with all regulatory filings, continuing to work with a full suite of advisors in discussions with the regulators in different jurisdictions and in the fulfillment of all the prior conditions for the launching of the voluntary tender offer for EDP.” CTG spokesman.
Primary Health Properties acquired MedicX.
Primary Health properties acquired all issued share capital of MedicX.
As a result of the merger, the enlarged PHP will acquire a portfolio of 479 properties in the UK and the Republic of Ireland with a combined value of approximately £2.3bn ($3bn).
Primary Health Properties was advised by CMS.
ADNOC announced that it sold to OMV a 15% equity interest in ADNOC Refining and enabled Eni to acquire from ADNOC a 20% equity interest, with ADNOC retaining the remaining 65%. ADNOC, Eni and OMV also agreed to establish a Trading Joint Venture with the same shareholding of ADNOC Refining. Once established, the trading joint venture will be an international exporter of ADNOC Refining’s products, with export volumes equivalent to approximately 70% of throughput. Domestic supply within the UAE will continue to be managed by ADNOC.
“We are delighted to partner with Eni and OMV in our refining business and the new trading company. Such partnerships follow our leadership’s wise guidance to unlock and drive greater value across our business. These innovative partnerships will support our ambition of becoming an international downstream leader with the flexibility to respond quickly to shifting market needs and dynamics. They will help enable our objective of unlocking even more value from every barrel of oil we produce. Working closely with our partners, we will also deliver further efficiencies across our operations and improve asset and business performance” His Excellency Dr. Sultan Ahmed Al Jaber, UAE Minister of State and ADNOC Group CEO.
Deutsche Bank board to pull Commerzbank merger.
There is no desire among Deutsche Bank’s supervisory board members for a merger with rival Commerzbank in the near-term. “At the moment conditions are definitely not ripe,” Frank Bsirske, Deutsche Bank’s member of the supervisory board and chairman of Germany’s Verdi trade union.
Merger speculation has heated up under Germany’s finance minister Olaf Scholz, who has spoken out in favor of strong banks in Germany and whose team has met frequently with executives of Deutsche, Commerzbank and major shareholders.
Thyssenkrupp has no plans to sell elevator unit.
Thyssenkrupp has no plans to sell its elevators business, its chief executive told a German newspaper, also saying that a current plan to split the group in two would sufficiently boost its equity and capital base.
Thyssenkrupp is currently preparing a spin-off of its elevators, car parts and plant engineering divisions into a separately listed entity, Thyssenkrupp Industrials, hoping to win shareholder approval for the move in a year’s time.
The remaining businesses - materials trading, shipbuilding, some forging activities and a stake in a planned joint venture with India’s Tata Steel - will be renamed Thyssenkrupp Materials.
Serbia's AIK to plan a new bid for Slovenian Gorenjska Banka.
Serbian AIK bank plans to bid for all of Slovenia’s Gorenjska Banka within 30 days, AIK said on Saturday. The bid price was not disclosed but AIK last year offered to pay €298 per Gorenjska share which would value the whole bank at €116m ($132m).
That deal fell through when the Serbian and Slovenian central banks revoked permission for the takeover after the Serbian central bank discovered irregularities in AIK’s operations and said the acquisition could further worsen AIK’s financial position.
AIK at present owns about 33% of Gorenjska, which is Slovenia’s seventh largest bank measured by balance sheet assets with a market stake of about 4.7%.
Cerberus and Centerbridge joined forces to jointly bid for NordLB. (FS)
US buyout groups Cerberus and Centerbridge made a joint bid for a minority stake in German public sector lender NordLB on Saturday.
NordLB, which is 65% state-owned with regional savings banks holding the remainder, needs to shore up its balance sheet by €3.5bn ($4bn) to cover write-downs on sour ship loans and has been aiming for a solution by early February.
Each private equity firm would contribute a quarter of the needed cash, with the state of Lower Saxony making up the shortfall. In a statement, the bank only said it had received a joint offer from two unnamed financial investors, adding that it would review the bid and discuss any further steps with its owners.
AMERICAS
América Móvil announced that it has acquired from Telefónica and certain of its affiliates, 100% of Telefónica Móviles Guatemala, and has entered into an agreement to acquire 99.3% of Telefónica Móviles El Salvador.
The Telefónica Guatemala acquisition has been completed on this date. The completion of the acquisition of Telefónica El Salvador is subject to certain customary closing conditions, including regulatory approval.
The purchase price paid for Telefónica Guatemala is $333m. The agreed purchase price for Telefónica El Salvador is $315m.
The acquired companies provide mobile and fixed telecommunications services, including voice, data and Pay TV in El Salvador and Guatemala, respectively.
With this transaction, AMX consolidates its position as one of the leading telecommunication service providers in Central America, strengthens its position in both countries to continue providing integrated telecom services and positions itself to provide next-generation services, including 5G.
Cision acquired Digital PR platform provider TrendKite for $225m.
Cision announced it has acquired Digital PR platform provider TrendKite for $225m. Based in Austin, Texas, TrendKite harnesses artificial intelligence and analytics to help brands understand the effect communications programs have on corporate reputation, website traffic, and business outcomes.
"TrendKite and Cision share the same mission of helping clients improve the results of earned media campaigns. Combining our offerings and capabilities with Cision's comprehensive earned media platform will allow us to powerfully impact the marketing communications industry and provide best-in-class PR and communications solutions." Erik Huddleston, TrendKite CEO.
AbbVie is not considering a big merger or an acquisition allaying speculations of the company launching a bid for Bristol-Myers Squibb. Analysts and investors have been questioning whether AbbVie could bid for Bristol-Myers, which earlier this month announced plans to purchase Celgene for about $74bn.
“As far as the appetite for a big deal, I can tell you that is not something that we are contemplating,” Richard Gonzalez, Bristol-Myers Squibb.
Embraer has signed the “master transaction agreement” for a tie-up with Boeing and called a shareholder assembly for Feb 26 to approve the partnership, the Brazilian planemaker said in a securities filing.
Brazil’s government this month gave its approval for the deal in which Embraer will sell 80% of its commercial plane division for $4.2bn to Boeing, which will have total control of the new venture.
MoneyGram exploring options, including a potential sale.
MoneyGram International is exploring strategic alternatives, including a sale of the money transfer company, a year after a US government panel nixed its $1.2bn sales to China’s Ant Financial.
The Dallas-based company’s shares have lost 83% of their value since the deal with Ant Financial collapsed in January 2018. In November, the company had to grapple with a $125m financial penalty from U.S. regulators for failing to crack down on fraudulent money transfers.
MoneyGram is also working to restructure its debt pile, which totaled $903m as of the end of September and comes due next year, the sources said. The company has more than $80m available from an undrawn credit line.
OUE put up for sale US Bank tower in Los Angeles.
The US Bank Tower in downtown Los Angeles, known for its cameos in Hollywood movies and a sky-high outdoor glass slide, has been put up for sale.
Singapore property developer OUE, backed by the Riady family, has started marketing the building after enhancement work. The prominent Indonesian family bought the iconic building for $367m through an OUE unit in 2013, when the tower was at the time the tallest west of the Mississippi.
APAC
Evergrande Health Industry Group acquired a majority stake in Shanghai CENAT New Energy, an automobile battery maker based in China. Under terms of transaction Evergrande will pay 1.06bn yuan ($156m), as it pieces together its electric vehicle production chain.
The healthcare firm will buy the stake of 58.07% in Shanghai CENAT New Energy from electrical instruments maker Shenzhen Clou Electronics, it told the Hong Kong stock exchange in a filing late.
The deal comes a week after the unit of property developer China Evergrande Group said it would pay $930m for a 51% stake in National Electric Vehicle Sweden (NEVS), as it diversifies into the new-energy automotive industry.
Etihad hires Alvarez & Marsal, as an expert on Jet Airways bailout.
Etihad Airways has appointed turnaround specialist Alvarez & Marsal to conduct due diligence on Jet Airways as it weighs bailing out the cash-strapped Indian carrier.
Executives from Alvarez & Marsal are camped in Jet Airways’ offices in Mumbai and are taking stock of the airline’s operations and looking into its financial health and records.
Hong Kong jewelry tycoon looks for buying Varo Energy. (FS)
A Hong Kong jewelry tycoon could swoop for Varo Energy, as the owners of the European refiner and fuel supplier look to cash out.
Varo Energy, whose main backers include Vitol, the world’s biggest independent oil trader and leading private equity group Carlyle, has held discussions with Henry Cheng,
However, the talks are at an early stage and there is no certainty they will lead to a deal.
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