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Daily Review is our daily roundup of M&A news. Announcements, rumors, insights, and data before your morning coffee. Subscribe and never miss a beat with MergerLinks.
20 February 2019

The Toro Company acquired Ditch Witch for $700m.

Daily Review

Global M&A

EMEA

Berry Global has until March 13 to decide on RPC offer. (Financial Sponsors)

Etalon Group acquired a 51% stake in Leader-Invest from Sistema for c.$229m.

Fosun International made a €96m bid for Tom Tailor.
 
LDC invested £110m in Evolution Funding. (FS)

Nordic Capital completed the acquisition of Ober Scharrer Gruppe. (FS)

Baltisse acquired Polflam from Syntaxis Capital. (FS)

Essling Expansion acquired medical software developer Evolucare. (FS)

Peel Group and Ancala Partners acquired SSE Water from SSE. (FS)

Preservation Capital invested in Cove Programes. (FS)

KKR and BlackRock in talks to acquire stakes in Abu Dhabi’s pipeline network for up to $5bn. (FS)

Delek Group is looking to sell its remaining stake in Phoenix Holdings for $442m.

David Tepper said Allergan should consider selling itself. (FS)

Paul Elliott Singer acquired a 6.1% stake in Intertrust. (FS)

Jinko Power, Ardian and White Summit to construct a solar PV plant in Spain. (FS)

GoCardless secured $75m in Series E financing. (FS)
 
Octopus passed £1bn in VCT assets under management. (FS)
 

AMERICAS

Navient Corporation rejected $3.2bn bid from Canyon Capital and Platinum Equity. (FS)

The Toro Company acquired Ditch Witch for $700m.

Palo Alto Networks acquired US-Israeli security company Demisto for $560m.
 
Wafra, Fireside Investments and Audrose Partners acquired El Car Wash. (FS)

Payless ShoeSource seeks bankruptcy protection.

Targa Resources looking to sell its Bakken assets to GSO and Blackstone for $1.6bn. (FS)
 
Inovia raised $600m for two venture capital funds. (FS)
 

APAC

Yamae Hisano acquired Hivic from Polaris Capital for $77m. (FS)
 
General Atlantic considers selling Mu Sigma to Carlyle and KKR. (FS)

Alibaba increased its stake in China International Capital Corp for $231m. (FS)

Amazon’s Chinese JV entered merger talks with Kaola.
 
TAL Education Group to raise $500m in funding. (FS)

Greystar Real Estate Partners-led China fund closed at $450m. (FS)

Latest Deals

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EMEA

 

Berry Global has until March 13 to decide on RPC offer. (FS)

Plastics maker Berry Global has until March 13 to announce a firm intention to make an offer for RPC Group, which develops and manufactures a diverse range of products for a wide variety of customers, including many household names, and enjoys strong market positions in many of the end-markets it serves and the geographical areas in which it operates.

Berry Global said last month it was considering a cash offer for RPC, in a challenge to a £4.7bn ($6bn) bid from the company’s former parent, Apollo Global Management. 

Goldman Sachs and Wells Fargo are advisors to Berry. Deutsche Bank, Jefferies & Company, Credit Suisse, Evercore, Rothschild & Co, Slaughter & May and FTI Consulting are advisors to RPC Group. BNP Paribas, Barclays, Citigroup, HSBC, Davis Polk & Wardwell, Paul Weiss Rifkind Wharton & Garrison, Sullivan & Cromwell and Maitland are advisors to Apollo Global Management.
 
Etalon Group acquired a 51% stake in Leader-Invest from Sistema for $229m.

Etalon Group, one of Russia's largest development and construction corporations, acquired a 51% stake in Leader-Invest, one of Moscow's largest residential developers in terms of land bank and number of projects currently available for sale, from Sistema, a large Russian conglomerate company, for RUB15.2bn ($229m).
 
Etalon Group CEO Gennadiy Shcherbina stated: "While Etalon Group has traditionally focused on organic growth of its portfolio through the acquisition of individual land plots in its core geographies, we have always stated our readiness to acquire high-quality assets such as Leader-Invest through M&A transactions. We believe that this company meets all the criteria that we have previously announced for such transactions. All of its projects are located in Moscow, within the Moscow Ring Road, with the majority located in close proximity to Moscow's Third Ring Road, in areas with well-developed infrastructure and good transport accessibility and, most importantly, they do not overlap with Etalon Group's current portfolio of projects. At the same time, a significant part of Leader-Invest's portfolio consists of projects in the highly-profitable business- and premium-class segments, while the rest are in Etalon Group's traditional comfort-class segment.”

PwC, Allen & Overy and JP Morgan advised Etalon. Sberbank provided debt financing.
 
Fosun International made a €96m bid for Tom Tailor.

Fosun International, a Chinese international conglomerate and investment company, made a €96m ($108m) bid for Tom Tailor, a German vertically integrated lifestyle clothing company. Fosun increased its shareholding to 35% by buying new shares worth €2.26 ($2.55) each. That will lift Fosun’s stake above the 30% threshold that triggers a mandatory takeover offer under German law.
 
Fosun, through increasing its shareholding interests in Tom Tailor, will benefit from the long-term growth potential of Tom Tailor. The company considers the deal to be an attractive investment in its sector as it sees economic potential in Tom Tailor.
 
LDC invested £110m in Evolution Funding. (FS)

Evolution Funding, a B2B car finance broker with market-leading technology, secured an investment from LDC to support its expansion. The transaction, which values the business at £110m ($142m), will see LDC take a significant minority stake in the business.

Lawrence Dean, Investment Director at LDC, said: “Evolution Funding is a classic example of an entrepreneurial business that is disrupting a market with innovative technology to the benefit of its customers. Lee, Jeremy and the team have been forward-thinking, consistently growing the business since its inception, with a clear commitment to customer service and compliance. There’s a significant opportunity to scale further in the UK, working with new partners, and by investing in its market-leading Evolve platform and digital capabilities as well as its customer-facing product, MyCarCredit, which has significant potential.”

LDC was advised by Gowling WLG, EY and CIL. Evolution Funding was advised by KPMG, Mishcon de Reya and BDO. Santander and Aviva provided debt financing and were advised by DLA.
 
Nordic Capital completed the acquisition of Ober Scharrer Gruppe. (FS)

Nordic Capital acquired Ober Scharrer Gruppe, Germany’s largest provider for treatments for major causes of blindness and visual impairment as well as non-invasive treatments and diagnosis of eye disorders, from Palamon Capital in March 2018. The transaction was successfully completed. Financial terms were not disclosed.

“Nordic Capital has followed this sector for several years, observing how OSG has continued to build its strong position and reputation for delivering medical excellence. Nordic Capital looks forward to investing in and supporting OSG’s further development and growth in its field of expertise where we see a strong demand for specialized, high-quality centers to provide treatments," said Joakim Lundvall, Partner at Nordic Capital.

Rothschild advised Palamon Capital.
 
Baltisse acquired Polflam from Syntaxis Capital. (FS)

Baltisse, an investment company in Ghent, Belgium, acquired Polflam, a Polish fire-resistant glass manufacturer, from Syntaxis Capital. Financial terms were not disclosed.

Filip Balcaen, Principal of Baltisse, said: “The Polflam success story in the Fire-Resistant Glass segment is very appealing to us, as it is based on a strong technological and manufacturing platform, whereby Polflam is able to provide customers with an excellent product at a competitive price. Based on our industrial experience, having built companies that were leading European flooring manufacturers, we are convinced that we can support Polflam to strengthen its position in its existing markets and to expand into new geographies within the EU. David Ulens, a Baltisse representative experienced in industrial and CEE operations, will reinforce the existing management team as CEO of Polflam, leading the further international development of the Company.”

Rothschild advised Syntaxis. BCG, Dentons, Deloitte and Ramboll advised Polflam. ERM, KPMG and Baker McKenzie advised Baltisse.
 
Essling Expansion acquired medical software developer Evolucare. (FS)

Independent asset manager Essling Expansion acquired a stake in Evolucare, a family group that publishes medical software for healthcare institutions, becoming a reference shareholder. Financial terms were not disclosed.

“The Evolucare Group aims to become a consolidation platform in a still fragmented market and to strengthen its international presence. We are very pleased that the Evolucare Group is Essling Expansion’s first investment because it perfectly illustrates our investment and support strategy,” said Bertrand Fesneau and Rémi Matuchansky, Co-Managers of Essling Expansion.
 
Peel Group and Ancala Partners acquired SSE Water from SSE. (FS)

Leep Utilities, the independent multi-utility operator formed by Peel Group and Ancala Partners, acquired SSE Water from SSE. SSE Water was established in 2008 under license from Ofwat. It owns water networks that supply around 20k customers across 28 sites in southern England and Wales. It is the largest NAV company operating in the UK’s water sector. Financial terms were not disclosed.

Louise Manfredi, Managing Director, Leep Utilities, commented: “Leep is delighted to be acquiring SSE Water. This purchase will make Leep the leading NAV operator in the UK market and the transaction speaks to the high conviction that we have in the benefits that successful NAV operators can deliver to UK developers, customers and society. We plan to continue to provide best-in-class customer service to our expanded water inset customer base as well as to deliver new ‘straightforward connections’ to developers and connection providers across the country.”
 
Preservation Capital invested in Cove Programes. (FS)

UK-based Preservation Capital Partners invested in Cove Programes, a British provider of insurance products. The investment comes soon after Preservation Capital acquired an interest in the insurTech-driven cyber and specialty lines MGA Ascent Underwriting. Financial terms were not disclosed. 

Jatender Aujla, a Partner of Preservation Capital, said: “Ascent has made significant progress since our initial investment just over a year ago, particularly in the areas of product development and distribution. Cove is an extremely impressive business with a focus on highly specialized niches generating superior underwriting and insurance placement results. The companies have highly respected brands, the loyalty of brokers and customers, and incredibly experienced management teams supported by industry-leading specialists. Together they comprise a very strong business possessing all the ingredients for controlled, successful growth focused on generating superior underwriting results while serving the broad needs of their brokers and clients.”
 
KKR and BlackRock in talks to acquire stakes in Abu Dhabi’s pipeline network for up to $5bn. (FS)

According to a Financial Times report, KKR and BlackRock are rumored to be in advanced negotiations to acquire stakes in Adnoc’s Abu Dhabi pipeline network for $4-5bn. The deal could be signed as early as next week. Adnoc is using the privatization of its pipeline infrastructure to diversify funding streams, attracting a new tranche of foreign capital to the emirate’s energy giant.

The pipeline deal would form the latest element of the drive to introduce a more commercially oriented management of Adnoc’s asset base and attract new investors into Abu Dhabi’s energy portfolio.
 
Delek Group is looking to sell its remaining stake in Phoenix Holdings for $442m.

Delek Group, an Israeli conglomerate involved in the energy and infrastructure, is looking to offload its remaining 30% stake in insurer Phoenix Holdings for $442m. The company did not name the potential buyer. 

Delek, which holds significant stakes in Israel’s largest natural gas fields and other energy assets, is required to sell Phoenix under Israeli regulation that prohibits conglomerates from holding stakes in both financial and non-financial businesses.
 
David Tepper said Allergan should consider selling itself. (FS)

David Tepper, manager of hedge fund Appaloosa, said that Allergan, an Irish pharmaceutical company that acquires, develops, and markets branded drugs, should consider selling itself if management is unable to turn around recent lagging performance. 

Appaloosa wrote to Allergan’s board on Tuesday, just hours after the company announced it added a former industry executive to its board but would split the roles of chairman and chief executive only when the person who currently holds the positions is replaced. Appaloosa has been pressing Allergan to separate the roles and said that the board’s decision showed how it was unwilling “to hold management accountable for its dismal performance.”

“If in fact, the Board is unable or unwilling to hold management accountable for its shortcomings or find a suitable replacement, it is your fiduciary obligation to explore other options, including a merger or sale of the Company,” Tepper said in the letter.
 
Paul Elliott Singer acquired a 6.1% stake in Intertrust. (FS)

Paul Elliott Singer, manager of hedge fund Elliott Management Corporation, acquired a 6.1% stake in Intertrust, a Dutch trust and business administration company. The disclosure is reported as effective on Feb. 13, the day after the sale by Blackstone of its remaining 6.77% stake in Intertrust to institutional buyers via an accelerated book-building.
 
Jinko Power, Ardian and White Summit to construct a solar PV plant in Spain. (FS)

Jinko Power, Ardian Infrastructure and White Summit Capital agreed to construct and operate La Isla, a solar photovoltaic plant near Seville, Spain. The plant is currently in development and construction is expected to be completed during the second half of 2019. Once in operation, La Isla will be one of the first grid-parity/zero-subsidy projects in Europe and one of the largest solar PV plants in Spain. It will be able to generate clean energy to cover the annual consumption of 100k households.

Juan Angoitia Grijalba, Managing Director at Ardian Infrastructure, said: “This investment demonstrates Ardian’s continuing commitment to the development of our renewable energy portfolio. With this acquisition, we are cementing our presence in Spain, a country with high potential in the renewables space. This builds on our sector expertise, with Ardian Infrastructure now managing circa 2GW of renewable energy, through technologies including wind, solar, hydro and biomass.”
 
GoCardless secured $75m in Series E financing. (FS)

UK-based GoCardless, a payment company that makes collecting payments by direct debit easy for everyone, secured $75m in Series E funding. Adams Street Partners, GV and Salesforce Ventures led the round with participation from Accel, Balderton Capital, Notion Capital and Passion Capital.

"We will be using the investment to develop our recurring payment platform further, for example, making it easier to take bank debit payments across borders, with FX, making bank debit faster with instant settlement and leveraging our significant transaction data to increase success rates," Carlos Gonzales-Cardenas, chief product and technology officer at GoCardless, said.
 
Octopus passed £1bn in VCT assets under management. (FS)

Octopus Investments, a provider of venture capital trusts in the UK, recently passed the £1bn ($1.3bn) VCT assets under management milestone. Octopus is the first investment manager to reach this milestone, which comes after recent fundraising. The assets are spread across Octopus’ four VCTs, which are currently supporting more than 200 portfolio companies. 

Jo Oliver, Fund Manager for Octopus Titan VCT, said: “VCTs have played a fundamental role in transforming the UK’s entrepreneurial ecosystem and helped to cement its reputation as the best place in Europe to build world-class technology companies. With one of the largest investment teams in the region we meet hundreds of hugely talented entrepreneurs each year, many of whom are capable of completely transforming their industries. This is incredibly exciting for our investors as we work to deliver returns to them and support the next generation of leading global businesses.”
 
 

AMERICAS

 
Navient Corporation rejected $3.2bn bid from Canyon Capital and Platinum Equity. (FS)

Canyon Capital and Platinum Equity made a $3.2bn bid for Navient Corporation, a US corporation based in Wilmington, Delaware, whose operations include servicing and collecting on student loans. The $12.50 per share offer represents a premium of 6.6% over Navient’s most recent closing price on February 15, 2019 of $11.73 per share and a discount of 2.8% to the one-year volume-weighted average price of $12.86 per share.

Navient rejected the offer, saying that the expression of interest is conditioned on additional due diligence and that Canyon and Platinum have not provided substantive information on how they would address the change of control provisions in the company’s outstanding unsecured debt and the company’s warehouse financing facilities or how they would address the litigation and regulatory matters facing the company.

Morgan Stanley and Skadden Arps Slate Meagher & Flom advised Navient.
 
The Toro Company acquired Ditch Witch for $700m.

The Toro Company, an American manufacturer of turf maintenance equipment, snow removal equipment and water-saving irrigation system supplies, acquired Charles Machine Work, also known under its trade name Ditch Witch, an American brand of underground utility construction equipment, for $700m.

“The addition of Charles Machine Works will further strengthen our portfolio of market-leading brands supported by talented employees, a commitment to innovation, a best-in-class dealer network and long-standing customer relationships,” said Richard M. Olson, Toro’s chairman and chief executive officer. “As an organization, Charles Machine Works aligns well with and will contribute to our own strategic priorities of profitable growth, operational excellence and empowering people. The company expands our business in a meaningful way in an adjacent category we know well through our own specialty construction business and in a market that is attractive given the potential for growth in addressing both aging infrastructure that is currently in place and new infrastructure that will be needed to support next-generation technologies like 5G.”

McAfee & Taft advised Ditch Witch. JP Morgan, Fox Rothschild and Latham & Watkins advised The Toro Company. JP Morgan and Bank of America Merrill Lynch provided debt financing.
 
Palo Alto Networks acquired US-Israeli security company Demisto for $560m.

Palo Alto Networks, the global cybersecurity leader, acquired Demisto, a leading security company in the security orchestration, automation and response space. Under the terms of the agreement, Palo Alto Networks will acquire Demisto for a total purchase price of $560m, subject to adjustment, to be paid in cash and stock.

The addition of Demisto's orchestration and automation technologies will accelerate Palo Alto Networks Application Framework strategy and serve as a critical step forward in the company's aim to deliver immediate threat prevention and response for security teams. Demisto's automated playbooks have helped reduce alerts that require human review by as much as 95%, allowing security teams to focus on the most complex threats. This well-developed approach will bring Palo Alto Networks closer to using AI and machine learning to help further automate significant parts of the company's customers' security operations.
 
Wafra, Fireside Investments and Audrose Partners acquired El Car Wash. (FS)

Wafra, Fireside Investments and Audrose Partners acquired El Car Wash, the leading owner and developer of express car wash locations in Miami and the broader South Florida market, through their newly launched National Express Wash platform. Financial terms were not disclosed.

“This acquisition represents an exciting stepping stone for National Express Wash,” said Justin Landau and Geoffrey Karas, who respectively serve as the Chief Executive Officer and President of El Car Wash. “We look forward to working in partnership with Wafra and Fireside to accelerate store growth in Miami and to expand the National Express Wash portfolio into new markets.”
 
Payless ShoeSource seeks bankruptcy protection.

Payless ShoeSource, an American discount footwear retailer headquartered in Topeka, Kansas, filed for voluntary Chapter 11 bankruptcy protection for the second time and said it would wind down all North American stores by the end of May. Stores outside North America were not included in the Chapter 11 filing and will continue operations.

“The prior proceedings left the company with too much remaining debt, too large a store footprint and a yet-to-be-realized systems and corporate overhead structure consolidation,” Chief Restructuring Officer Stephen Marotta said.
 
Targa Resources looking to sell its Bakken assets to GSO and Blackstone for $1.6bn. (FS)

Targa Resources, a midstream energy corporation and one of the largest providers of natural gas and natural gas liquids in the United States, is looking to sell its assets in the Bakken region for $1.6bn as it looks to reduce debt. The sale, to funds managed by GSO Capital Partners and Blackstone, comes as pipeline capacity in Bakken, the third-largest US oil field, has tightened after oil producers ramped up production following a recovery in oil prices last year.

Evercore is advising Targa. Citigroup is advising Blackstone.
 
Inovia raised $600m for two venture capital funds. (FS)

Canadian venture firm Inovia Capital raised $200m for its fourth early-stage fund and $400m for a new growth-stage fund. The firm is further expanding activities in its core markets of Canada and Silicon Valley and has opened a new office in London, providing entrepreneurs with a valuable bridge across the two continents.

With this announced expansion, Inovia is one of the few firms in the world that can offer full-stack venture support to entrepreneurs – from early-stage through growth and beyond – by providing them with multi-stage capital, resources and coaching and supporting their rapid scale.
 
 

APAC

 
Yamae Hisano acquired Hivic from Polaris Capital for $77m. (FS)

Japanese food products wholesaler Yamae Hisano acquired Hivic, a timber products provider, from Polaris Capital for $77m. The move will enable Yamae Hisano to achieve further growth, particularly in the Kanto region. With food and construction materials being its major pillars, adding Hivic as a subsidiary will strengthen its operation of delivering secure and comfortable living services.
 
General Atlantic considers selling Mu Sigma to Carlyle and KKR. (FS)

General Atlantic is in talks to sell its 20% stake in Mu Sigma, an Indian management consulting firm that primarily offers data analytics services, to either Carlyle Group or KKR. The stake is valued at approximately $200m. Mu Sigma entered the coveted unicorn club when Mastercard invested $45m in the company in February 2013.
 
Alibaba increased its stake in China International Capital Corp for $231m. (FS)

Alibaba Group, China’s e-commerce giant, increased its stake in China International Capital Corp, one of China's leading investment banking firms that engages in investment banking, securities, investment management, and other financial services. The e-commerce conglomerate raised its holding to nearly 12% for a total price of $231m. GIC is rumored to have sold its stake to Alibaba.

The investment means Alibaba is now the second-largest stakeholder of CICC’s H-shares. Its rival, social media giant Tencent Holdings, is the largest with a 12.01% stake. 
 
Amazon’s Chinese JV entered merger talks with Kaola.

Amazon’s China unit is in talks about a merger with local e-commerce firm Kaola, which is owned by Nasdaq-listed NetEase, a Chinese Internet technology company providing online services centered on content, community, communications and commerce. Kaola sells apparel, household appliances and other products, and is the biggest among Chinese shopping sites that focus on imported goods.

NetEase shares rose 3.5% to $235.50 in early trade in New York.
 
TAL Education Group to raise $500m in funding. (FS)

TAL Education Group, a leading K-12 after-school tutoring services provider in China, announced that a long-term equity investment firm, whose name was not disclosed, agreed to purchase a total of approximately $500m of newly issued Class A common shares of the company. Following the transaction, the investor will hold approximately 7% of the company’s outstanding shares.

The transaction is subject to customary closing conditions and the closing is expected to take place in February 2019.
 
Greystar Real Estate Partners-led China fund closed at $450m. (FS)

Greystar Real Estate Partners, APG Asset Management, Bouwinvest Real Estate Investors and MIRA Real Estate announced the first close of their China-focused fund at $450m. The fund targets rental housing projects in top-tier Chinese markets. It has already identified its first investment in the inner ring of Shanghai, which it plans to close after accepting the latest raft of capital. Greystar’s other plans include a repositioning programme to reconfigure the asset into a rental building targeted at executives.

Wes Fuller, leader of Greystar’s global investment management business, said: “China is an extraordinarily compelling growth market for rental housing investment today and is notably lacking in quality housing for the wave of renter demand driven by the rapid growth of urban market populations and incomes. Establishing this fund gives us an early mover advantage to implement our unique investment strategy by assembling and operating an unrivaled rental housing portfolio at scale.”

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