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AMERICAS
Microsoft is fighting back against allegations from the US Federal Trade Commission that its proposed $69bn acquisition of Activision Blizzard would harm competition in the video-gaming industry.
In a filing with the FTC, Microsoft said the tie-up would create more choices for gamers and game developers, Bloomberg reported.
Activision Blizzard is advised by Allen & Company, Morgan Stanley, Skadden Arps Slate Meagher & Flom (led by Kenton King), Brunswick Group (led by Jonathan Doorley) and FGS Global (led by Paul Verbinnen). Financial advisors are advised by White & Case (led by Denise Cerasani). Microsoft is advised by Goldman Sachs (led by Sam Britton), Osler Hoskin & Harcourt, Sidley Austin, Simpson Thacher & Bartlett (led by Alan Klein and Anthony Vernace), Weil Gotshal and Manges and Assembly Media.
Bullish, a cryptocurrency exchange, terminated a $9bn SPAC merger with Far Peak Acquisition, a special purposes acquisition company. PIPE investors included EFM Asset Management, BlackRock, Cryptology Asset Group, Galaxy Digital and SB Northstar.
"Our quest to become a public company is taking longer than expected, but we respect the SEC's ongoing work to lay new digital asset frameworks and clarify industry-specific disclosure and accounting complexities," Brendan Blumer, Bullish CEO.
Aptiv, a global technology company that develops safer, greener and more connected solutions, completed the acquisition of Wind River, a global company delivering software for mission-critical intelligent systems, from TPG Capital, a private equity firm, for $3.5bn.
"The automotive industry is undergoing its largest transformation in over a century, as connected, software-defined vehicles increasingly become critical elements of the broader intelligent ecosystem. With Aptiv and Wind River's complementary portfolios and decades of combined experience in delivering innovation in safety-critical systems, we will drive significant value for our customers," Kevin Clark, Aptiv President and CEO.
Wind River was advised by Morgan Stanley and Ropes & Gray. Aptiv was advised by Goldman Sachs, Covington & Burling, Machado Meyer Sendacz e Opice Advogados (led by Maria Novis), Paul Weiss Rifkind Wharton & Garrison (led by Steven Williams and Scott Barshay) and Joele Frank.
Cornell Capital and Trilantic NA-backed Ingenovis Health, a healthcare talent provider, completed the acquisition of Springboard Healthcare, a healthcare travel staffing and education company.
“We are thrilled to welcome Springboard to the Ingenovis Health family. Gavin, Catherine, and team have built a tremendous value proposition as a highly specialized service provider, and the addition of Springboard strengthens Ingenovis’ portfolio of category-leading workforce solution providers. We are poised to create a more diverse array of job opportunities and services for healthcare clinicians and providers," Bart Valdez, Ingenovis Health CEO.
Springboard Healthcare was advised by Citizens M&A and Dinsmore & Shohl. Trilantic North America was advised by Prosek Partners. Cornell Capital was advised by Joele Frank. Ingenovis Health was advised by Citizens M&A, KeyBanc Capital Markets and Davis Polk & Wardwell.
Seadrill, a deepwater drilling contractor, agreed to acquire Aquadrill, a deepwater drilling company, for $958m.
"At Seadrill we seek to deliver safe and effective operations as the bedrock for generating returns for our shareholders. Seadrill and Aquadrill have a long and rich strategic and operational management history. Our shared heritage will promote efficient integration of the two companies. I look forward to welcoming the Aquadrill fleet back into the Seadrill family," Simon Johnson, Seadrilll President and CEO.
Aquadrill is advised by Intrepid Partners, Akin Gump Strauss Hauer & Feld and Schjodt. Seadrill is advised by Citigroup, Baker Botts and Thommessen.
Butterfly, a private equity firm, agreed to acquire Milk Specialties Global, a manufacturer of nutritional ingredients, from American Securities, a private equity firm. Financial terms were not disclosed.
“We’ve admired Dave and team from afar for many years and are excited to welcome them to the Butterfly family. We’re confident that Milk Specialties’ industry leadership and best-in-class team, combined with our expertise in the space, will enable us to drive even greater success for the business going forward. We can't wait to see what we can accomplish together,” Adam Waglay and Dustin Beck, Butterfly Co-Founders and Co-CEOs.
Milk Specialties is advised by Credit Suisse, Goldman Sachs, Rabo Securities and Arnold & Porter Kaye Scholer. Butterfly is advised by Kirkland & Ellis and Full Picture.
Shell, an energy company, agreed to acquire TFH Reliability Group, a holding company of Allied Reliability, a provider of industrial products and services, asset performance management and reliability consultancy services. Financial terms were not disclosed.
"In addition to expanding the suite of lubricants products we can offer customers, acquiring a proven, credible player in the industrial services space allows us to offer a 'products-plus-services' model that can help customers drive improvements in performance and safety for their equipment," Machteld de Haan, Global Lubricants Vice President.
Allied Reliability is advised by Willkie Farr & Gallagher (led by Rosalind Kruse).
AT&T, a network company and BlackRock, a private equity firm, agreed to form Gigapower a fiber services joint venture. Financial terms were not disclosed.
“Now more than ever, people are recognizing that connecting changes everything. With this joint venture, more customers and communities outside of our traditional service areas will receive the social and economic benefits of the world’s most durable and capable technology to access all the internet has to offer," John Stankey, AT&T CEO.
AT&T is advised by Morgan Stanley.
Cerberus Capital-backed Electrical Components International, a supplier of electrical distribution systems, completed the acquisition of Manufacturing Resource Group, an electro-mechanical devices and electrical distribution systems manufacturer. Financial terms were not disclosed.
“Businesses across sectors are investing in warehouse automation technologies to enhance processes and meet accelerated e-commerce demand. MRG is a proven leader in the automation market with sophisticated capabilities and longstanding customer relationships. This partnership will enable MRG to benefit from ECI’s infrastructure and aligns with our strategy of expansion in high-growth segments. We’re thrilled to welcome the MRG team to our ECI family as we continue to build on our trusted reputation across the globe," Mike Balsei, ECI CEO.
Cerberus was advised by Joele Frank.
CapVest Partners-backed GLO Healthcare, a health care company, completed the acquisition of Calyx, a provider of mission-critical software and tech-enabled services to the fast-growing clinical research market. Financial terms were not disclosed.
"The acquisition of Calyx represents a truly compelling opportunity to combine CapVest's extensive healthcare experience and financial strength, with the unique technology, expertise and service offering of Calyx. We have exciting plans to accelerate the growth and development of the company to firmly position Calyx as a Global leader in eClinical services. We very much look forward to starting our journey with the Calyx leadership and teams in 2023," Kate Briant, CapVest Partner.
GLO Healthcare was advised by ReputationInc.
Advent International, a private equity firm, led a $175m Series B round in Tredence, a data science and AI solutions company, with participation from Chicago Pacific Founders.
“We are thrilled to welcome Advent as a partner to Tredence. Advent’s global reach, deep sector expertise, and vast experience in scaling businesses like ours through organic and inorganic growth will be invaluable to us as we look to drive continued business innovation. Tredence was founded to help clients solve some of the most complex challenges across industries through pragmatic innovation and continuous experimentation. CPF has been a value-added partner over the last few years, and we are excited to be joined by Advent on this journey," Shub Bhowmick, Tredence CEO.
Marcal Paper, a leading manufacturer of recycled and eco-friendly bath, towel, and tissue products, completed the acquisition of von Drehle, a premier provider of quality towel and tissue products. Financial terms were not disclosed.
"Today is an important day for Marcal Paper as we are excited to welcome the von Drehle associates to the Marcal family. Over the past few years, our team has successfully weathered several storms, including the impact of the Covid-19 pandemic, and come out stronger for it. This transaction is the next step on our growth journey, and von Drehle is the right team with whom to partner. We share a commitment to being environmental leaders, community stewards and trusted employers and we take great pride in our shared histories as family-owned companies," Rob Baron, Marcal Paper President and CEO.
CI Financial files for IPO of $134bn US wealth business.
CI Financial, a wealth management business, has started the process for taking public its US wealth-management unit, a key step in its plan to reduce debt and separate its Canadian and US businesses.
The US division, which manages about $134bn in client assets, has confidentially submitted a draft registration statement with the Securities and Exchange Commission for an initial public offering.
CI Financial plans to use proceeds from the IPO to improve its balance sheet, which had nearly $3bn in debt as of September 30. CI has said it will no longer use the cash from its Canadian business to fund acquisitions for the US arm.
EMEA
The £3.5bn ($4.2bn) merger of West End landlords Shaftesbury and Capco is to be investigated by the Competition and Markets Authority.
The planned merger between Capital & Counties Properties and Shaftesbury would see large swathes of popular tourist destinations including Soho, Covent Garden, Carnaby Street and Chinatown under their combined ownership.
The CMA has said its inquiry will examine if the merger will lead to "a substantial lessening of competition within any market or markets in the UK". An initial judgement is due by February 22, 2023.
Shaftesbury is advised by Blackdown Partners, Evercore, JP Morgan (led by Paul Pulze), Liberum Capital (led by Richard Crawley), Hogan Lovells (led by Nicola Evans), MHP Communications (led by Oliver Hughes) and RMS Partners (led by Simon Courtenay). Capco is advised by Peel Hunt, HSBC, Jefferies & Company (led by Philip Noblet), Rothschild & Co (led by Alex Midgen), UBS (led by Hew Glyn Davies), Herbert Smith Freehills (led by Alex Kay), Hudson Sandler (led by Michael Sandler) and Instinctif Partners (led by Frédéric Cornet). Financial advisors are advised by Latham & Watkins. Debt financing is provided by BNP Paribas, Barclays, HSBC and Java Capital.
John Laing Group, a private equity firm, agreed to acquire three Irish assets of AMP Capital, a private equity firm. Financial terms were not disclosed.
The three assets include Convention Centre Dublin, Ireland’s only purpose-built convention centre with an 8k-person capacity. Towercom, Ireland’s largest independent telecommunications tower company. Valley Healthcare, Ireland’s largest primary care centre operator.
“This acquisition, the largest single investment in John Laing’s history, enables us to scale and diversify our portfolio with three assets that enjoy strong market positions and limited correlation to economic cycles, all underpinned by long-term contracts. We are also excited by the chance to invest in Ireland, the fastest-growing economy in the eurozone and a country where we expect to see a pipeline of further investment opportunities," Jamie Christmas, John Laing Acting CEO and CFO.
John Laing Group is advised by Evercore, Rothschild & Co, Arthur Cox, Simpson Thacher & Bartlett and Headland Consultancy. AMP Capital is advised by IBI Corporate Finance, Jefferies & Company, Dentons, Matheson and McCann FitzGerald.
Inchcape, an automotive distributor - says all conditions for its acquisition of Derco have been met. Derco is an automotive distributor in Latin America with operations in Chile, Peru, Colombia, and Bolivia. Inchcape shareholders approved the proposed acquisition, and it received receipt of merger control approval by the Peruvian authorities last week. Inchcape expects the acquisition to take place before the end of the year.
"We are delighted to have received all required shareholder and merger control clearances to complete the acquisition of Derco. The combination with Derco is a transformative and unique opportunity to accelerate our global distribution business. In addition to delivering substantial shareholder value, the acquisition will provide exciting opportunities for our colleagues, OEM partners, dealers and consumers, and is another great example of Inchcape's Accelerate strategy in action. We are looking forward to welcoming the Derco team into the Inchcape family," Duncan Tait, Inchcape CEO.
Derco is advised by Industrieconsult and White & Case (led by Rebecca Campbell and Iman Algubari). Inchcape is advised by Greenhill & Co, JP Morgan, Jefferies & Company, Herbert Smith Freehills and Brunswick Group (led by Susan Gilchrist). Financial advisors are advised by Simmons & Simmons (led by Jamie Corner). Debt financing is provided by MUFG Bank and BNP Paribas.
The UK competition regulator said that it will refer Hitachi's planned acquisition of Thales' rail-infrastructure business for a more in-depth, phase 2 investigation, after the parties declined to provide undertakings.
The Competition and Markets Authority said the parties had until December 16 to offer an undertaking to remove competition concerns, but that both had declined.
On December 9, the regulator warned that the deal could lessen competition and drive up fares in the UK. The Japanese conglomerate last summer opened discussions to buy French company Thales's rail-signaling business for an enterprise value of $2bn.
Hitachi Rail is advised by Deutsche Bank, Perella Weinberg Partners, Clifford Chance (led by Laurent Schoenstein) and Machado Meyer Sendacz e Opice Advogados (led by Maria Novis). Thales is advised by Lazard, August Debouzy, BDGS Associes, Baker McKenzie and Levy & Salomao Advogados.
GIC, a sovereign wealth fund, and Greystar, a provider of real estate services, completed the acquisition of Student Roost, a purpose-built student accommodation provider, from Brookfield, an alternative asset management company, for $4.17bn.
“GIC is pleased to close on Student Roost, the UK’s third-largest student accommodation provider. This partnership with Greystar will provide a strong platform for Student Roost to pursue further growth while continuing to offer exceptional purpose-built student accommodation with good occupancy rates. We look forward to working closely with them both," Lee Kok Sun, GIC CIO of Real Estate.
Croma-Pharma, a pharmaceutical company, agreed to go public via a SPAC merger with European Healthcare Acquisition & Growth, a blank cheque company, for €850m ($902m).
“We are pleased to launch an exciting new chapter of Croma‘s growth story. Also, we are proud to join forces with EHC as going public and to thereby also catalyse a significant boost to our global growth potential. We are looking forward to accelerating the roll-out of our clinically and scientifically differentiated portfolio which now spans across a full portfolio including hyaluronic acid solutions as well as toxins. We are excited to combine our expertise with an ideal partner for Croma’s future operational excellence and market expansion. Together, we will build a global leader in aesthetics and reconstructive medicine to the benefit of all our stakeholders," Andreas Prinz, Croma CEO.
Croma-Pharma is advised by Dorda Rechtsanwalte and Loyens & Loeff (led by Michel van Agt). EHC is advised by Houthoff, Sullivan & Cromwell and FGS Global.
Partners Group, a private equity firm, agreed to acquire a majority stake in Breitling, a luxury watchmaker, from CVC Capital Group, a private equity firm. Financial terms were not disclosed.
"After a fundamental transformation in the past five years, Breitling is building on its outstanding achievements and is now in a position to scale the business and become one of the world leaders in the watch industry. We are delighted to increase our stake in the Company. Breitling has a strong foundation for continued growth, with significant future value creation potential. In line with our entrepreneurial governance approach, we look forward to continuing our successful partnership with the management team and CVC," Alfred Gantner, Partners Group Co-Founder.
Hassana Investment Company, a private equity firm, completed a $2.4bn investment in UAE assets of DP World, an Emirati multinational logistics company.
"We are delighted to announce this new partnership with Saudi Arabia-based Hassana, which manages one of the largest global pension funds. We believe this partnership will serve to enhance our assets and allow us to capture the significant growth potential of the wider market," Sultan Ahmed Bin Sulayem, DP World Chairman and CEO.
DP World was advised by JP Morgan.
HS Investments, a Russian investor, completed the acquisition of three Russian factories of Amcor, a developer of packaging solutions, for €370m ($393m).
Cash proceeds are expected to be used primarily for debt repayment and share repurchases. The transaction is not expected to have a material impact on the outlook for fiscal 2023.
Amcor was advised by Kekst CNC.
Deutsche Invest Capital Solutions, a private equity firm, completed an investment in GLOBOGATE concept, a recruitment firm. Financial terms were not disclosed.
“A new chapter is now beginning for GLOBOGATE. We have found the ideal partner in DI Capital Solutions. We will continue to drive our growth and optimize our services for the benefit of all our stakeholders. The DI Capital Solutions team has already proven to be a valuable partner and has already provided crucial support for our growth," Thomas Gehrig, GLOBOGATE Founder and CEO.
Abanca, a banking services provider, agreed to acquire Targobank, a bank, from Credit Mutuel, a private equity firm. Financial terms were not disclosed.
"The purchase would consolidate ABANCA's presence throughout the Iberian Peninsula, by significantly reinforcing our activity in the Mediterranean arc, following our Strategic Plan," Juan Carlos Escotet Rodríguez ABANCA President.
Credit Mutuel is advised by Rothschild & Co.
EQT weighs sale of stake in Ottobock. (FS)
EQT is exploring strategic options for its stake in prosthesis firm Ottobock including a potential sale.
The buyout firm is working with JP Morgan to study various possibilities for its 20% holding in Ottobock, ranging from a sale to initial public offering. Any deal could value the business, which is controlled by German billionaire Hans Georg Näder, at more than €5bn ($5.3bn).
EQT could also opt to keep its investment for longer. The deliberations come after several rival financial investors expressed interest in buying EQT’s Ottobock stake after a planned IPO of the firm was postponed this summer, Bloomberg reported.
Italy paves way for Lufthansa to take stake in ITA.
Italy cleared the way for the sale of a minority stake in ITA Airways, a key step in ending months of uncertainty over the government’s plans for the successor to bankrupt Alitalia.
Rome approved a decree aimed at speeding up the sale procedure for ITA. That could open the way for Deutsche Lufthansa to take a minority stake in ITA. In that scenario the government would retain its majority holding.
The deal would allow Lufthansa to expand in one of Europe’s biggest aviation markets. Lufthansa had originally planned a joint bid with MSC Mediterranean Shipping Company, but the company withdrew in November, Bloomberg reported.
ABP set to sell laggards as sharpens climate focus. (FS)
ABP, the largest Dutch pension fund with around $530bn in assets, expects to cut a large number of companies from its portfolio to restrict its investments to those that make a real effort to become climate neutral.
"The new policy could halve the number of companies in ABP's portfolio. We need to take a hard look at which companies fit our new vision. Companies that can't or don't want to contribute to the transition are too risky for us. We will invest in fewer companies and we will take bigger stakes in them," Dominique Dijkhuis, ABP Investment Director.
Vivendi CEO pleased with constructive talks on Italy's TIM.
The head of French media group Vivendi said he was grateful to the Italian government for creating conditions for constructive talks on the future of Italian phone group Telecom Italia as a deadline nears.
The negotiations aim to find a shared solution that meets government goals and satisfies all stakeholders in the interest of the country, Vivendi CEO Arnaud de Puyfontaine said. Vivendi is TIM's top shareholder.
The Italian government is working with state lender Cassa Depositi e Prestiti and international funds on options for debt-laden Telecom Italia's network grid and is aiming to sketch out a plan by the end of the year, Reuters reported.
APAC
QIC, a private equity firm, agreed to acquire a 50% stake in Vector Metering, a smart metering business of Vector, an electricity and gas distribution company, in a $1.58bn deal.
“We’re very satisfied with the outcome of our strategic review. QIC is a strong long-term partner for Vector Metering, given QIC’s scale, experience and breadth of relationships in the New Zealand and Australian energy markets, its access to capital and its shared commitment to growth and customer outcomes," Simon Mackenzie, Vector Group CEO.
QIC is advised by Craigs Investment Partners, JP Morgan, Herbert Smith Freehills and Russell McVeagh. Vector is advised by Citigroup, Barrenjoey Capital Partners and Chapman Tripp (led by Roger Wallis and Kelly McFadzien).
Radhika and Prannoy Roy, the founders of New Delhi Television, agreed to sell 27.26% of the company to Adani Group despite initially opposing the takeover, giving the ports-to-power conglomerate majority control of the news broadcaster.
The departure of the Roys marks a significant turning point for the broadcaster that played a pivotal role in the growth of news television in India. The proposed deal will make Adani Group the majority shareholder of NDTV, with a 64.71% stake. The Roys will continue to own 5% of NDTV.
The sale will take place on or after 30 December. The company didn’t disclose the price at which the shares would be transferred, Mint reported.
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