AMERICAS
Reuters reported that generic drugmaker Mylan offered concessions to address European Union's antitrust concerns about its bid for Pfizer’s off-patent branded drugs business Upjohn.
In line with its policy, the EU competition watchdog did not provide details of the concessions. It will now seek feedback from rivals and customers before deciding whether to accept the offer, demand more or open a full-scale investigation.
Mylan is advised by Centerview Partners, PJT Partners, Cravath Swaine & Moore, Fangda Partners, NautaDutilh, Stibbe, Wilson Sonsini Goodrich & Rosati and Sard Verbinnen & Co. Pfizer is advised by Goldman Sachs, Guggenheim Partners, Davis Polk & Wardwell, De Brauw Blackstone Westbroek, Wachtell Lipton Rosen & Katz and Sullivan & Cromwell.
Kyocera, a Japanese multinational ceramics and electronics manufacturer, completed the acquisition of the remaining 28% stake in AVX, a manufacturer, supplier, and reseller of a broad line of electronic components, for $1bn.
Each remaining share of AVX common stock not purchased in the tender offer was converted into the right to receive $21.75 in cash, net to the seller in cash, without interest and subject to deduction for any required withholding taxes, which is the same amount per share paid in the tender offer.
AVX was advised by Centerview Partners, Alston & Bird and Wachtell Lipton Rosen & Katz. Kyocera was advised by DC Advisory, Daiwa Securities, Davis Polk & Wardwell and Nagashima Ohno & Tsunematsu. Centerview Partners was advised by Kirkland & Ellis.
Gilead Sciences, a research-based biopharmaceutical company, announced that the required Hart-Scott-Rodino waiting period for its $4.9bn tender offer for Forty Seven, a clinical-stage immuno-oncology company that is developing therapies targeting cancer immune evasion pathways, expired on March 27, 2020.
With the expiration of the waiting period, the tender offer is expected to close in the beginning of April 2020, subject to customary closing conditions.
Forty Seven is advised by Centerview Partners, Cooley, HDMZ and Stern IR. Gilead is advised by Citigroup, JP Morgan and Skadden Arps Slate Meagher & Flom.
Apollo Global Management, a private equity investment company, completed the acquisition of the power and energy business of SPX Flow, a pumps and pumping equipment company, for $475m.
"Since the start of 2016, SPX Flow has been on an accelerated pace of transformation focused on creating a high-performing, operating enterprise. In 2016 and 2017, the work done to realign our global footprint, transition to an operating structure and aggressively reduce debt improved the health of our business and provided a solid foundation. In 2018, we matured our business operating system and focused on growth in our high-value product lines. 2019 represented a pivot point for our business as we simultaneously improved operational performance and executed strategic moves to build a premier process solutions enterprise," Marc Michael, SPX Flow President and CEO.
SPX Flow was advised by BNP Paribas and Fried Frank Harris Shriver & Jacobson. Apollo was advised by Goldman Sachs, Mizuho Securities, Natixis Partners, Paul Weiss Rifkind Wharton & Garrison and Rubenstein Associates.
Advent-backed Culligan, the innovative brand in consumer-focused and sustainable water solutions and services, completed the acquisition of AquaVenture, a multinational developer and provider of sustainable Water-as-a-Service® solutions, for $1.1bn.
“We are excited to announce that the Quench team, and their leading platform in the US Office Bottle Free Cooler market, is officially part of the Culligan family. The addition of Quench enhances our position as the global leader in the consumer water market and fits perfectly with our strategy of delivering clean, safe, soft and great tasting water to consumers around the world, whether in the home, in the office, or on the go,” Scott Clawson, Culligan CEO.
AquaVenture was advised by Citigroup, UBS and Goodwin Procter. Advent was advised by Finsbury. Culligan was advised by Weil Gotshal and Manges.
Wilks Brothers, an investment management firm, agreed to acquire CARBO Ceramics, a global technology company that provides products and services to several markets, including oil and gas, industrial, agricultural, and environmental markets. Financial terms were not disclosed.
"Like many companies with a significant concentration in the oil and gas industry, we have felt the impact of the challenging business environment and, in response, have worked diligently to strengthen our overall financial foundation. While CARBO has undoubtedly made progress in our transformation strategy, we ultimately expect these headwinds to persist. Accordingly, we are pleased to reach an agreement with the Wilks Brothers; we are excited by their belief in the promise of CARBO's business and their commitment to our future," Gary Kolstad, CARBO Chairman and CEO.
CARBO is advised by Vinson & Elkins, Perella Weinberg Partners and FTI Consulting.
Argonaut Gold, a Canadian gold company engaged in exploration, mine development and production, agreed to merge with Alio Gold, a gold mining company, in a $47m deal.
"This is a transaction which makes sense for both sets of shareholders. Combining complementary assets into one larger, more relevant company generates significant synergies. With a solid production base of over 235k gold equivalent ounces expected this year, a strong balance sheet and strong cash flow generation at current gold prices, we will be well-positioned to evaluate and execute on growth opportunities from within the combined company’s development asset portfolio," Pete Dougherty, Argonaut President and CEO.
Alio Gold is advised by Blake Cassels & Graydon. Argonaut is advised by Scotiabank and Bennett Jones.
Levine Leichtman Capital Partners, a Los Angeles-based private equity firm, completed the investment in Blue Ridge ESOP Associates, a provider of technology-enhanced solutions and services for the administration and recordkeeping of Employee Stock Ownership Plans and associated 401(k) plans. Financial terms were not disclosed.
"Blue Ridge's consistent growth and sterling reputation are a testament to its unique domain expertise in the ESOP and 401(k) industry, and to its specialized, comprehensive product suite. We are excited to partner with the existing owners and management team and to support them in accelerating growth and enhancing the product offering," Josh Kaufman, LLCP Managing Director.
Blue Ridge was advised by Deutsche Bank. LLCP was advised by Honigman Miller Schwartz & Cohn.
Tegna, a digital media and marketing services company, said that two potential acquirers, Gray Television and Apollo Global Management, had ended deal discussions with the company following the “market dislocation” fueled by the global coronavirus outbreak.
Tegna said in a statement that the two parties “made their proposals shortly before the recent market dislocation due to the Covid-19 pandemic and both subsequently informed TEGNA that they were ceasing discussions.” Media investor Byron Allen and a consortium led by private investment firm Najafi Companies and Trinity Broadcasting Network remain interested in a deal.
Najafi Companies is advised by Lavidge.
Duravant, a global engineered equipment and automation solutions provider to the food processing, packaging and material handling sectors, completed the acquisition of Woodside Electronics, a manufacturer of optical color and defect sorting equipment. Financial terms were not disclosed.
“WECO moves us into new markets with equipment and software solutions that are complementary to Key Technology’s offerings. Together, we are able to deliver an even more comprehensive set of food processing automation solutions to our customers,” Mike Kachmer, Duravant President and CEO.
Duravant was advised by Cleary Gottlieb Steen & Hamilton.
Durable Capital Partners, a venture capital firm based in Chevy Chase, Maryland, agreed to invest $110m in Redfin, a technology-powered real estate brokerage.
"Durable's Henry Ellenbogen has been leading investments in Redfin since 2013, when we were a private company and the market was recovering from the great financial crisis. In chaotic times, he understands our long-term commitments to our culture and our technology, and why those commitments position us to take share in a housing market that is being transformed by this pandemic to be more virtual, convenient and efficient. We're proud to be his partner," Glenn Kelman, Redfin CEO.
Klabin, a paper producer, exporter and recycler in Brazil, agreed to acquire the Brazilian corrugated packaging business of International Paper, an American pulp and paper company, for $65m. International Paper will receive $55m at closing and $10m a year after.
The business includes three container board mills and four box plants. The deal is expected to close in the second half of 2020, subject to certain closing conditions and regulatory approvals.
Morgan Stanley Infrastructure completed the acquisition of Seven Seas Water, a water production and wastewater treatment plants. Financial terms were not disclosed.
"We are excited to announce that Seven Seas Water is now partnered with a strong infrastructure investor that recognizes the value of our services and solutions through our water treatment operations and our wastewater treatment and reuse assets. Under this new ownership, Seven Seas Water will be backed by a partner that shares our ambitious growth strategy and supports our continued focus on providing world-class service and operating expertise for our customers,” Olaf N. Krohg, Seven Seas Water CEO.
Monument Re, a life reinsurance and insurance holding company, agreed to acquire GreyCastle, a reinsurance business capitalized to an S&P AA level. Financial terms were not disclosed.
“This transaction represents a significant strategic milestone for Monument Re and is especially pleasing given the challenge of current conditions arising from the Coronavirus. We look forward to welcoming the GreyCastle team to the Monument Group as we continue growing our business internationally,” Manfred Maske, Monument Re Group CEO.
Raven Industries, a US manufacturer of precision agriculture products, high-altitude balloons, plastic film and sheeting, and radar systems, agreed to acquire the remaining stake in DOT Technology, a provider of autonomous platforms. Financial terms were not disclosed.
“We are very excited to be a leader in ag autonomy, and we are committed to working with our customers and partners to help bring these exciting new technologies to ag markets around the globe. Developing solutions for ag autonomy expands the total addressable market served by the Applied Technology Division by several billion dollars and positions the business for tremendous growth over the next several years,” Wade Robey, Raven Autonomy Executive Director.
Ares Management and Sumitomo Mitsui announce strategic agreement and equity transaction. (FS)
Ares Management and Sumitomo Mitsui reached a strategic agreement to collaborate on future business opportunities. As part of this agreement, SMBC will make a $384m equity investment in the publicly traded shares of Class A common stock of Ares.
"We have enjoyed a long and mutually beneficial relationship with SMBC Group and we are excited to enhance our already strong strategic collaboration. We believe this partnership will empower both of our firms to further leverage our individual franchise strengths and will enable us to accelerate the growth of many new strategic business initiatives on a global scale," Michael Arougheti, Ares CEO and President.
Sumitomo Mitsui is advised by Citigroup and Skadden Arps Slate Meagher & Flom. Ares is advised by Goldman Sachs and Kirkland & Ellis.
Air Products to acquire five operating hydrogen plants from PBF Energy for $530m.
Air Products, an industrial gases company, agreed to acquire five operating hydrogen plants from PBF Energy, an independent refiner in North America, for $530m.
"Air Products has a very strong balance sheet. This puts us in an outstanding financial position to execute our strategy of investing in long-term onsite deals, which includes asset acquisitions like the one we are announcing today. With this acquisition, not only do we gain five SMR plants, but we also secure a long-term hydrogen sale of gas agreement with an existing customer who is one of the largest independent refiners in North America," Seifi Ghasemi, Air Products Chairman, President and CEO.
SoftBank-backed Plenty intends to raise $100m. (FS)
SoftBank-backed Plenty, a farming startup, considers raising $100m or more in a fresh round of funding, DealStreetAsia reported. SoftBank's Vision Fund could potentially lead the new fundraising round valued at $1bn.
“We are not in need of new equity financing, and evaluate any proposals opportunistically,” Plenty spokeswomen.
Limerston Capital-backed AdviserPlus Group, an HR services group, completed the acquisition of Halborns, a specialist employment law firm based in Nottingham, UK. Financial terms were not disclosed.
"I’m delighted to welcome the fantastic team and clients at Halborns into the AdviserPlus group of companies. Both businesses are closely aligned in their values and we are looking forward to working with Ginny and her team to enhance the services we provide to benefit our combined customers," Julian Harley, AdviserPlus Chairman.
Halborns was advised by Eclipse Corporate Finance and Flint Bishop and Geldards. AdviserPlus and Limerston were advised by Grant Thornton and Avonhurst Legal Services.
Polish oil refiner PKN Orlen is ready to offer concessions on its plan to buy rival Lotos once EU competition regulators set out their concerns about the deal in the coming days, Reuters reported. State-run PKN, which wants to buy at least 53% of Lotos, is likely to get a statement of objections from the European Commission as early as this week.
The EU competition enforcer typically uses the statement of objections to list specific areas where mergers could result in higher prices or put pressure on rivals, which can spur the company making the takeover bid to offer concessions.
BNP Paribas agreed to acquire the depository unit of Banco Sabadell, a Spanish bank, for €115m ($128m). The sale is expected to finalise in the second quarter of 2021.
The deal also features additional post-closing payments subject to the fulfilment of certain objectives linked to the volume of BNP Paribas’ income on the newly-acquired assets.
Cinven-backed One.com to acquire Hostnet. (FS)
Cinven-backed One.com, a hosting provider in Europe, agreed to acquire Hostnet, a web hosting company in Amsterdam, Netherlands. Financial terms were not disclosed.
"We are pleased to announce the acquisition of Hostnet given its focus on operational excellence and high brand awareness. As a result of this transaction, we are now a leading operator in the Dutch hosting market that is core to the development of our business strategy. We look forward to working with the team at Hostnet and significantly enhancing our European presence and product range for our customers," Stephan Wolfram, One.com CEO.
Private equity firm CapMan agreed to invest in PDS Vision Group, a provider of software solutions and services. Financial terms were not disclosed.
"I am very excited to welcome CapMan Buyout onboard to work with us as we enter the next step of our journey. We have been engaging with CapMan Buyout for several months and importantly we share the view of core values required to build a strong and sustainable company. Throughout this process, CapMan Buyout has proven to provide the support needed of a growing brand to succeed and enhance our business on a global stage," Johan Klingvall, PDS Vision CEO.
Greencoat completed the acquisition of Slieve Divena II wind farm. (FS)
Greencoat, the UK's largest sector-focused investor, completed the acquisition of Slieve Divena II wind farm from SSE Renewables for a consideration of £51m ($63m). The acquisition was funded by UKW's acquisition facility plus reinvestment of portfolio cash of £24m ($30m).
Greencoat was advised by Headland Consultancy.
Michael Dobson, Schroders Chairman, is stepping down after two-decade reign. (People)
Michael Dobson, Schroders Chairman, is ending his 20-year tenure in the FTSE 100 investment group, FT reported. He is expected to formally leave the Chairman position no later than next year's annual general meeting in April 2021.
"During 2020, we will continue to review board composition and succession planning," Michael Dobson.
RWC steals Nick Clay and BNY Mellon global equity team. (People)
RWC Partners, an investment firm in the UK, took on board Nick Clay, BNY Mellon Income Manager, and other members of his global equity team from BNY Mellon subsidiary Newton. The newly formed team will lead the global equity income team.
"This is a great hire for RWC. Nick and the team are very experienced, and the boutique doesn't yet have a global equity income franchise, so it's a gap the company can fill very nicely," Darius McDermott, FundCalibre Managing Director.
APAC
Diodes, a manufacturer and supplier of semiconductors, received regulatory approvals from the Taiwan Regulatory Authorities for its proposed acquisition of Lite-On Semiconductor, a Taiwan-based supplier of "green" power-related discrete and analog semiconductor devices, for $428m.
Lite-On Semiconductor is advised by Lexcel Partners. Diodes is advised by Jones Day. Debt financing is provided by Bank of America Merrill Lynch, PNC Financial Services and Wells Fargo Securities.
ValueAct takes a 7% stake in JSR. (FS)
US hedge fund ValueAct Capital became a major shareholder in Japanese chip and display materials maker JSR with more than a 7% stake, as activist investors are increasingly targeting cash-rich Japanese companies.
ValueAct, with more than $12bn in assets under management, acquired over 16.5m shares of JSR, or worth around $283m at current share prices, according to a Reuters report.
PT Bank Rakyat Indonesia revives plan to sell its life insurance arm.
PT Bank Rakyat Indonesia revived its plan to sell a stake in its life insurance arm, which is attracting interest from suitors in a deal that could fetch about $500m, according to a Bloomberg report.
FWD Group, backed by Hong Kong billionaire Richard Li, and BNP Paribas Cardiff are among potential bidders for a significant minority stake in PT Asuransi BRI Life. Prudential and Samsung Life Insurance are also weighing offers for the business.
Australia's Wesfarmers to divest a 5.2% stake in Coles. (FS)
Wesfarmers, an Australian conglomerate, announced it would dispose of a 5.2% stake in Coles Group, the supermarket chain it spun-out in 2018, in an effort to maintain a resilient balance sheet amid coronavirus outbreak, Reuters reported.
As a result, Wesfarmers owns less than 10% of Coles Group and will not have a right to nominate a director to the Coles board. The two companies will proceed with their flybys loyalty program joint venture, each holding 50% interest in business.
"Significant and unprecedented events of the past few weeks have highlighted the importance of balance sheet flexibility to support the Group in a range of economic circumstances," Rob Scott, Wesfarmers Managing Director.
ADB to invest $100m in NIIF's Fund of Funds. (FS)
Manila-based multilateral funding agency Asian Development Bank agreed to invest up to $100m in India's National Investment and Infrastructure Fund's Fund of Funds.
NIIF, India's first sovereign wealth fund set up by the government in February 2015, is looking to raise about $1bn for its fund of funds to invest in up to 10 private equity funds managed by fund managers in the country. Its portfolio funds are expected to provide growth capital to firms across sectors, including green infrastructure, affordable housing, manufacturing, and services.
Australia tightens investment rules on foreign takeover bids.
Foreign bids for Australian businesses will face tighter investment rules meant to protect from downward takeover pressure amid the coronavirus outbreak, FT reported.
The threshold to intervene has been temporarily cut from $677m to zero. Josh Frydenberg, Treasurer of Australia, will have the power to prevent any overseas takeovers. Mr. Frydenberg said national security, competition issues, tax concerns and the investors' character would be defining factors when deciding whether it is worth to give the green light.
"We want to stop any predatory behaviour that is not in the national interest," Josh Frydenberg.
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