EMEA
EU antitrust regulators will decide by June 27 whether to clear US tech giant International Business Machines’s $34bn bid for software company Red Hat.
The deal, IBM’s biggest, will help the company expand into subscription-based software offerings. IBM said it had sought EU approval the previous day. The European Commission confirmed the request.
Red Hat specializes in Linux operating systems, the most popular type of open-source software, an alternative to proprietary software made by Microsoft.
Red Hat is advised by Guggenheim Partners, Morgan Stanley, and Skadden Arps Slate Meagher & Flom. IBM is advised by Goldman Sachs, JP Morgan, Lazard, Hogan Lovells, Paul Weiss Rifkind Wharton & Garrison, and Simpson Thacher & Bartlett.
Fortum made progress in talks over cooperation with energy group Uniper, of which it owns 49.99%, shortly after activist funds stepped back from increasing pressure on the Finnish utility to seek full control.
Uniper and Fortum have had a strained relationship ever since the Finnish state-owned company launched a takeover bid for the German group in 2017 which Uniper opposed.
Now Fortum has struck a deal with activist shareholders Elliott and Knight Vinke to try to resolve a standoff that has paralyzed Uniper and has prevented Fortum from acquiring the remaining stake.
The activist funds, which together hold about 23% in Uniper, have agreed to back Fortum’s strategy in return for a commitment that the Finnish group will help to clear a key legal hurdle to a full Uniper takeover, Reuters reported.
Uniper is advised by Morgan Stanley, Rothschild & Co, Shearman & Sterling, Sullivan & Cromwell, and Finsbury Hering Schuppene GPG. Fortum is advised by Barclays, Perella Weinberg Partners, Clifford Chance, Hengeler Mueller, and Roschier Attorneys. Eon is advised by Goldman Sachs and Linklaters.
Spain’s market regulator is to “study and analyze” comments made by Santander executive chair Ana Botín about an agreement with Russian billionaire Mikhail Fridman’s holding company LetterOne over its supermarket chain Dia Group.
LetterOne had announced the purchase of a majority of Dia’s shares as part of a buyout launched in February. But a €500m ($558m) capital injection pledged by LetterOne to avert bankruptcy was dependent on the supermarket group’s 17 lenders agreeing to extend the maturity date of their €912m ($1.01bn) syndicated bank debt by four years, until 2023.
“Foreign bondholders are receiving 100% while Spanish banks are being offered something that is really very inferior,” Ms. Botín said.
Dia is advised by Bank of America Merrill Lynch, Clifford Chance, and Freshfields Bruckhaus Deringer. LetterOne is advised by Perez-Llorca, Camarco, and Estudio de Communication. Barclays, Citigroup, HSBC, Societe Generale, and UBS acted as debt providers.
IMA to acquire 63% of ATOP, a leading company in the sector of automatic machines and lines for the production of electric motors for the automotive industry, and in particular for E-Mobility from Charme Capital, the pan-European mid-market private equity firm for £333m ($424m).
ATOP is a global leader in the design and production of innovative machines and automatic lines for the high-growth market of electric traction for sustainable mobility (E-Mobility), where, thanks to the actions implemented by Charme, it expects to generate more than 50% of 2019 revenues.
“The growth and evolution of IMA in the markets of the future continues. Our position as a leader in relevant markets such as pharmaceuticals and food, combined with a solid presence in the world of tobacco at the service of innovations for lower impact smoking, is now enriched thanks to the credible entry of IMA into a fourth strategic segment represented by E-Mobility, which is today one of the fastest growing markets worldwide, with the production of over 50m electric or hybrid cars expected in 2030." lberto Vacchi IMA Chairman and CEO.
Atop is advised by Russo De Rosa Associati, K Finance, Gattai Minoli Agostinelli Partners, and Gatti Pavesi Bianchi. Charme is advised by Deloitte, UniCredit, Legance, and Studio Poggi & Associati.
Investment funds managed by Madison Dearborn Partners and HPS Investment Partners have acquired shares in The Ardonagh Group for a total consideration of £92m ($117m) (of which £82m ($104m) from MDP and £10m ($13m) from HPS) from certain existing institutional investors and other minority shareholders.
“Alongside HPS, we are pleased to affirm our commitment to the Ardonagh platform, and we are excited about the strong trajectory of the business as it keeps strengthening its position as a leading independent insurance broking platform in the UK. Ardonagh remains a unique investment opportunity, given its talented management team and diversified portfolio of brands and leading positions in niche markets across a broad spectrum of insurance sectors.” Vahe Dombalagian, Managing Director and Co-Head of the MDP Financial & Transaction Services team.
Broadstone, a company that offers business services, including employee benefits software, pensions management, administration and communications, and actuarial consultancy services, has acquired 3HR Benefits.
3HR Benefits is a subsidiary of 3HR and provides specialist employee benefits and international private medical insurance support and services to more than 200 Japanese, Korean and Chinese blue-chip companies in respect of their UK and European expatriate employees.
“As part of our strategy to grow all areas of our business, we must identify and then capitalize on emerging trends and opportunities. This is another outstanding acquisition for Broadstone and adds further scale in a buoyant sector. 3HR Benefits Consultancy is one of the UK’s leading providers of specialist IPMI and employee benefits services to Far Eastern groups operating in the UK and Europe, and the respect and authority they have built up in this sector are very impressive. Acquiring this niche business with its quality client base and experienced staff will provide clients with access to Broadstone’s wider service offering." Grant Stobart Broadstone Group CEO.
Zouk Capital, infrastructure and private equity investor active in sustainable infrastructure, renewables, and electric mobility, invest in Be Power, subsidiary of Building Energy, a multinational company operating in the renewable energy sector. Financial terms were not disclosed.
Zouk Capital has acquired a majority stake in BE Power through a capital increase. The funding will allow BE Power to continue to pursue its business strategy, which is to operate as a leading vertically integrated owner and operator of EV charging stations across Italy.
"Zouk will work closely with the management team on the development of the growth plan and on our goal of becoming a leading integrated operator in the electric mobility market in Italy. We are proud that Zouk, one of Europe’s largest investors in the field of electric vehicle charging infrastructure, has invested in Be Power as we address one of the most important challenges in Italy.” Paolo Martini, BePower CEO.
Essity is divesting its 50% stake in the partly owned company SCA Yildiz in Turkey to the other part owner Yildiz. Financial terms were not disclosed.
SCA Yildiz is primarily active in Baby Care products. In 2018, the company reported net sales of SEK 364m ($38m). Essity will retain a presence in Turkey through its wholly owned Professional Hygiene, Incontinence Products, and Medical Solutions operations.
Engie, Portugal's EDP aim to form second-biggest offshore wind developer through a JV.
French utility Engie and Portugal’s EDP said they will invest €15bn ($16.7bn) with the aim of becoming the world’s number two offshore wind developer after Denmark’s Orsted.
The two utilities, which have no operational offshore wind parks so far, said they will combine their offshore wind assets and project pipelines, starting with a total of 1.5GW under construction and 4GW under development.
“From day one, the JV will be among the top five players in this market,” Engie CEO Isabelle Kocher said.
Metro deal for Real undervalues the hypermarkets' chain.
One of Metro's principal shareholders has criticized a planned sale of the retailer's hypermarkets chain Real as undervaluing the business, Reuters reported.
Czech investor EPH, led by Daniel Kretinsky, views the deal Metro is expected to sign with Germany's Redos group as unfavorable. Real’s retail properties, as well as its operating business, were being offered too cheaply.
Metro and Redos earlier this month agreed on a framework under which Real would be sold at a valuation of roughly €1bn ($1.1bn), with Metro initially retaining a 25% stake in the operating business and a ‘put’ option to sell that holding which could be exercised after three years.
Mike Ashley's Sports Direct sells its stake in MySale Fashion Site. (FS)
Mike Ashley’s Sports Direct International sold its stake in MySale Group after the Australian fashion website withdrew from the UK market, another setback for the billionaire UK retailer.
The sports retailer sold its 4.8% holding for an undisclosed amount, according to a regulatory filing. MySale shares began selling at 229 pence ($2.91) in June 2014, which would have valued the Sports Direct stake at about £15m ($19m) then.
Barrick Gold mulls investment in Egypt’s Arabian-Nubian Shield.
Mark Bristow, CEO of Barrick Gold, reported that Barrick Gold could be eyeing assets in Egypt’s Arabian-Nubian Shield. The mining company is reportedly planning to explore the area and could sell its stake in the Jabal Sayid copper mine in Saudi Arabia if it finds gold or copper deposits.
“I think they will seriously look at Egypt as an area to get into. It was an area that Bristow looked at when he ran Randgold, but as with most they were put off by the unattractive terms and conditions imposed on investors here in mineral exploration, so they went elsewhere. But when those terms and conditions change to be investor-friendly, then I believe they will come,” Mark Campbell Aton Resources CEO.
Aton Resources is a Canadian-based gold exploration and development company working on the Arabian-Nubian Shield.
ThyssenKrupp's supervisory board backs CEO's IPO strategy.
Thyssenkrupp’s supervisory board said it unanimously approved Chief Executive Guido Kerkhoff’s overhaul strategy, including a plan to list its prized elevators unit, the conglomerate said.
“We have agreed that the executive board will now work out the concrete plans and begin the implementation,” Thyssenkrupp Supervisory Board Chairwoman Martina Merz said.
Earlier this month, Thyssenkrupp’s CEO said the steel-to-submarines conglomerate would embark on a new round of restructuring, including exploring a stock market listing for its elevators business.
Veyrat considers selling Neoen to Engie in return for Engie stake.
French businessman Jacques Veyrat, who controls a stake of more than 50% in renewables energy group Neoen, could sell Neoen to utility Engie in return for a small stake in Engie.
Any such deal between Neoen and Engie would likely need the approval of the French government, as the French state holds around 24% of Engie’s share capital.
Toshiba, Siemens Gamesa and Blackstone consider investment in Senvion. (FS)
Japan’s Toshiba, Siemens unit Gamesa and buyout groups such as Blackstone are interested in buying insolvent German wind turbine maker Senvion, Reuters reported.
The buyers are aiming for a so-called asset deal, meaning they would take on the Senvion assets but not the holding company.
Majestic Wines retail business to attract many suitors.
Majestic Wines said multiple suitors had shown interest in its retail business, a month after Britain’s largest specialist wine retailer said it was looking to sell the unit to focus online.
Majestic Wine shares were 3.6% higher at $2.76. Britain’s traditional store groups are facing the brunt of rising property taxes and sluggish consumer spending, adding to competitive pressures from online rivals and discount chains.
Deutsche Bahn's CEO sees strong demand for Arriva.
There are enough potential buyers of Deutsche Bahn’s British-based bus operator Arriva, its chief executive told Reuters.
“Fortunately, there are enough interested parties. We will see whether we will find one or several investors that are ready to buy Arriva as a whole at acceptable conditions,” Richard Lutz, Deutsche Bahn CEO.
Idinvest Partners close ISIA Fund at €340m. (FS)
Idinvest Partners, an investor in SMEs across Europe, announces the final closing of the Idinvest SME Industrial Assets Fund (ISIA) at €340m ($380m), surpassing its initial target of €300m ($335m) by 13%.
ISIA is the first diversified fund intended to finance the modernization of production tools for European SMEs, helping to increase their competitiveness and productivity in both local and international markets.
AMERICAS
Merck, through a subsidiary, will acquire privately held Peloton, a clinical-stage biopharmaceutical company focused on the development of novel small molecule therapeutic candidates targeting hypoxia-inducible factor-2α (HIF-2α) for the treatment of patients with cancer and other non-oncology diseases for $1.05bn in cash.
Peloton’s lead candidate is PT2977, a novel oral HIF-2α inhibitor in late-stage development for renal cell carcinoma (RCC).
“This acquisition exemplifies Merck’s strategy to pursue novel therapeutic candidates based on exceptionally promising and innovative research. Peloton scientists have applied their unique expertise in HIF-2α biology to develop PT2977, which has already shown intriguing activity in the treatment of renal cell carcinoma. We look forward to advancing this late-stage asset as part of our broad oncology R&D program.” Dr. Roger M. Perlmutter, president, Merck Research Laboratories.
Peloton is advised by Centerview and Wilson Sonsini Goodrich & Rosati. Merck is advised by Credit Suisse and Covington & Burling.
Crane, a diversified manufacturer of highly engineered industrial products, has submitted a proposal to the Board of Directors of CIRCOR International, to acquire CIRCOR for $45 per share in cash. The project represents a 47% premium over yesterday’s closing price. This reflects an enterprise value of approximately $1.7bn at a multiple of c.13.5x the last 12-month adjusted EBITDA.
“Our proposal provides CIRCOR shareholders with attractive value and certainty compared to the continued uncertainty surrounding CIRCOR’s plans to improve operating performance. Based on CIRCOR’s history of underperformance and inability to meet its own financial targets, we believe CIRCOR’s standalone plan is unlikely to generate value comparable to what we are proposing.” Max Mitchell, Crane President, and Chief Executive Officer.
Crane is advised by Skadden and Wells Fargo Securities.
Pivotal Acquisition, a public investment vehicle, and KLDiscovery, a global provider of electronic discovery and information governance services to Fortune 500 companies and top law firms, have entered into a definitive agreement in which KLD and Pivotal will merge. As a result of the transaction, valued at approximately $800m in enterprise value, KLD will become a publicly listed company. Under the terms of the proposed transaction, KLD will become a subsidiary of Pivotal.
KLD provides software and services that help protect corporations from a range of information governance, compliance and data issues.
“Pivotal’s capital and public stock currency enable us to have an optimized balance sheet and the ability to capitalize on the consolidation of a fragmented industry valued at $21bn in annual revenue by IDC. In partnership with Pivotal, we have the opportunity to combine our organic growth platform with our ongoing competency in completing strategic acquisitions of scale, as well as smaller, highly accretive ‘tuck-in’ transactions.” Chris Weiler, KLD President, and CEO.
KLDiscovery is advised by Latham & Watkins. Pivotal is advised by BTIG, Cantor Fitzgerald, and Graubard Miller.
Marvell has acquired Avera Semiconductor, the Application Specific Integrated Circuit (ASIC) business of Globalfoundries for $650m.
This acquisition brings together Avera Semi’s leading custom design capabilities with Marvell’s advanced technology platform and scale, creating a leading ASIC supplier for wired and wireless infrastructure. The agreements include the transfer of Avera’s revenue base, strategic design wins with leading infrastructure OEMs, and a new long-term wafer supply agreement between Globalfoundries and Marvell.
“With their highly experienced design team and Marvell’s leading technology platform, we will be better positioned to capitalize on our expanding opportunity in wired and wireless infrastructure, starting immediately in the fast-growing 5G base station market." Matt Murphy, Marvell president, and CEO.
El Salvador’s competition authority has rejected Mexican telecoms firm America Movil’s bid to acquire a local unit of Telefonica, but the company controlled by the family of billionaire Carlos Slim vowed to try again.
In January, Spain’s Telefonica reached a deal to sell operations in Guatemala and El Salvador to America Movil. The Spanish company said the Salvadoran part of the deal had an enterprise value of €277m ($309m).
In a statement, the Superintendence of Competition (SC) said the bid by America Movil, which is controlled by the Slim family, was “inadmissible” and that the company had been informed of the decision dated April 29.
Broadridge, to acquire RPM Technology, a leading provider of Canadian Wealth Management Technology for £236m ($300m).
RPM is a Canadian-based company that provides state-of-the-art, enterprise-class wealth management software solutions to leading Canadian banks and wealth management firms. RPM’s mission-critical solutions create a holistic, customer-centric platform for multiple investment accounts and products across multiple distribution and manufacturing platforms.
“The addition of RPM Technologies broadens and deepens our wealth management product offering in Canada. We are very pleased to add RPM’s state-of-the-art platforms and blue-chip client roster. This investment underscores our commitment to bring value-added technology solutions to the industry, and it supports our longer-term strategy of building a strong North American Wealth business.” Tom Carey Broadridge President of Global Technology and Operations.
Broadridge is advised by RBC Capital Markets. RPM is advised by Canaccord Genuity.
Clayton, Dubilier & Rice has acquired a significant stake in MOD Super Fast Pizza Holdings, an operator and franchisor of fast casual restaurants offering customizable, made-on-demand artisan-style pizzas and hand-tossed salads. The $150m investment will help accelerate the Company's continued expansion in the rapidly growing fast-casual restaurant market.
MOD is a purpose-led, people-focused fast-casual pizza business. The MOD menu offers individual artisan-style pizzas and hand-tossed salads using any combination of over 30 toppings - all for one incredible price.
"MOD has made important investments in online and mobile app ordering, innovative digital marketing strategies and customer loyalty programs and leads its competition in virtually all relevant customer satisfaction scores. We are especially excited about the new store opening opportunity ahead of the company, which will create an even more valuable enterprise." Paul Pressler, MOD board of directors member.
CD&R is advised by Kirkland & Ellis. MOD is advised by JP Morgan.
Wireless Innovation, pioneers in Machine-to-Machine (M2M) satellite and cellular connectivity products and solutions, acquired Ground Control Systems. Financial terms were not disclosed.
Ground Control is a full-service satellite internet provider and satellite systems manufacturer offering high-speed fixed, mobile, portable and maritime solutions to the corporate and public sectors, throughout North America.
“The strength and credibility of the broader Group will help us in meeting our clients’ growing requirements for long term connectivity in a range of global environments, and further accelerating our growth,” Jeff Staples, Ground Control CEO.
Wireless Innovation were advised by Deloitte, PwC, OC&C, Deauville Partners, Locke Lord, and Forward Corporate Finance.
Encore Consumer Capital, a private equity firm that invests exclusively in leading consumer products companies, has completed an investment in KYLA. Financial terms were not disclosed.
KYLA Hard Kombucha, based is Oregon, is a leading brand of alcoholic kombucha. KYLA was developed as a low calorie, low sugar, gluten free, shelf stable, and craft alcoholic beverage with a refreshing taste profile.
“They have been integral in the development of KYLA to date and their investment will help us grow the KYLA brand by providing capital to support both our innovation pipeline and our sales and marketing efforts. KYLA has had early traction with key retailers, selling through at impressive velocities, and continues to resonate with consumers on taste and nutritional attributes, across a variety of usage occasions.” Cory Comstock, KYLA CEO.
China’s Anbang receives $5.8bn bid for US luxury hotels. (FS)
Chinese authorities unwinding Anbang Insurance have received offers of up to $5.8bn for the conglomerate’s US luxury hotels business from potential bidders including Blackstone and Brookfield, Financial Times reported.
Seventeen potential buyers, which also include South Korea’s Mirae Asset Management, SoftBank-owned Fortress, and GIC, Singapore’s sovereign wealth fund, have made it to a final round.
The sale of Chicago-based Strategic Hotels, one of Anbang’s most valuable assets in the US, comes after the insurer was placed under the control of Chinese regulators last year when its founder Wu Xiaohui was jailed for 18 years on fraud and embezzlement charges.
If Blackstone prevailed, it would cap a remarkable series of deals involving the US private equity firm, which bought Strategic Hotels in December 2015 for $6bn before selling it three months later to Anbang, initially for $6.5bn.
The 15 luxury hotels in the portfolio include the Fairmont Scottsdale, several Ritz-Carlton properties including those in Half Moon Bay near Silicon Valley, several Four Seasons hotels, the JW Marriott Essex House on Central Park South in NYC, the Intercontinental in Chicago and the Westin in San Francisco.
Blackstone, Whiting, Callon consider bids for shale driller QEP. (FS)
QEP Resources has attracted takeover interest from Blackstone Group, as well as drillers Whiting Petroleum and Callon Petroleum, Bloomberg reported.
The Denver-based natural gas and oil explorer and producer said that it would explore a sale after activist investor Elliott Management made a $2bn proposal to acquire the company. Elliott remains in the bidding for the company.
APAC
Arthur J. Gallagher & Co has purchased a minority stake in Edelweiss Insurance Brokers Limited (EIBL), a wholly owned subsidiary of Edelweiss Group, India's leading diversified financial services conglomerate. The deal is subject to approval by the Insurance Regulatory and Development Authority of India. Financial terms were not disclosed.
EIBL is a fast-growing corporate insurance broker offering general insurance solutions to institutional as well as individual clients across India and is well-positioned to leverage the distribution networks of its parent group.
"EIBL presents an exciting opportunity to expand Gallagher's commercial insurance footprint in India, in keeping with our growth strategy to invest in market-leading businesses that broaden our specialist capabilities and diversify our geographic presence," J. Patrick Gallagher, Jr., Chairman, President, and CEO.
PNB considers taking control of 2-3 small state-run banks. (FS)
India’s Punjab National Bank is looking to merge with two or three government-owned banks that could include Oriental Bank Of Commerce, Andhra Bank, and Allahabad Bank, as New Delhi tries to cut the number of state-owned lenders, Reuters reported.
Banking sector reform is unfinished business from the last five-year term of Modi’s government as banks struggle under a huge debt pile than of more than 9tn Indian rupees ($130bn), or nearly 5% of the nation’s gross domestic output.
Hinduja brothers consider bid for India's Jet Airways. (FS)
India’s Hinduja Group said it was considering a bid for debt-laden Jet Airways, boosting shares in the grounded airline by 15% for their best day since January.
The group is led by billionaire brothers Gopichand and Srichand Hinduja, who were named Britain’s wealthiest people for the third time in this year’s Sunday Times Rich List. Their interests range from banking and oil and gas to power.
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