EMEA
Buyout group Advent International and Evonik Group, the largest specialty chemicals company in the world, agreed on key terms of the deal in which Advent will acquire the methacrylates plastics unit of Evonik for €3bn ($3.4bn).
The transaction comprises Evonik’s Methacrylates, Acrylic Products, CyPlus, and methacrylate resins business lines. From 2016 to 2018, the business generated an average annual EBITDA of about €350m ($397m) and sales of about €1.8bn ($2bn) per year.
“Evonik’s methacrylates business is an impressive technology platform with a well-established market position and very attractive growth opportunities. We look forward to working in close cooperation with the highly qualified employees and management team to establish the business as an independent global market leader,” said Ronald Ayles, Managing Partner and Global Head of Chemicals at Advent International.
Swiss freight forwarder Panalpina's board would support a plan by its largest shareholder to shift to a one-share, one-vote system over opposition from activist investor Cevian amid a fight over the company's future. Panalpina will hold an extraordinary shareholders meeting on April 5 to vote on the plan, which was proposed last month by the Ernst Goehner Foundation that owns 46% of the company.
Cevian, which has a 12.3% holding and is pushing Panalpina to accept a $4.3bn takeover offer from Denmark's DSV, contends the foundation's proposal harms interests of minority shareholders. Instead, Cevian wants all shareholders' voting rights to be restricted at 5%, regardless of their total ownership stake.
DSV raised its offer for Panalpina to $4.3bn when a tug of war escalated over the Swiss company as it weighs a separate deal with Kuwait's Agility Group.
UBS advises Panalpina. Goldman Sachs advises Ernst Goehner Foundation.
Cinven agreed to buy European private higher education and research provider INSEEC U from Apax Partners. The company operates 16 schools worldwide as well as online education programmes. Financial terms were not disclosed, but the value is rumoured to be around €800m ($908m).
Bpifrance, the French government agency, has been a minority investor in INSEEC U. since 2016 and is fully committed to continuing supporting the development of the business and the private higher education sector in the years ahead.
Pierre Estrade, Partner at Cinven, added: "INSEEC U. operates in a highly attractive, scalable and resilient market, with strong underlying macro trends expected to continue driving growth, particularly across Europe. The Cinven team is highly experienced at growing businesses internationally as well as executing successful buy and build strategies, and we look forward to working with the team at INSEEC U. to achieve this."
Messier Maris et Associes, Eight Advisory, Freshfields Bruckhaus Deringer, TAJ, BCG and PMSI advised Cinven. Rothschild & Co, PwC, Linklaters, TAJ, LEK, and Fidufrance advised INSEEC U and shareholders.
Investindustrial has today announced the acquisition of a majority stake in Morgan Motor Company Ltd (“Morgan”), the iconic 110-year old British sports cars manufacturer. Terms of the transaction were not disclosed, and it is expected to complete in April 2019. The Morgan family will continue to act as stewards for the brand and retains a minority shareholding.
Morgan will continue to focus on its niche classic segment within the automotive sector. Investindustrial will work closely with current management and the wider Morgan family to make sure that future development of the business will be respectful of and remain true to the company’s unique heritage.
Andrea C. Bonomi, Investindustrial’s Chairman of the Industrial Advisory Board, commented: “Morgan is one of the most famous names in the automotive world. Morgan’s handmade British sports cars are true icons of the industry. We have followed the company and seen its progress for some time and see significant potential for Morgan to develop internationally whilst retaining its hand-built heritage, which is at the heart of the Morgan Motor Company. We share with the Morgan family the belief that British engineering and brands are unique and have an important place in the world.”
Nigeria's Access Bank said it had received shareholders' approval to take over rival Diamond Bank in a $235m deal that would create Africa's largest bank by customers.
In December, Access had agreed to buy mid-tier lender Diamond Bank with cash and shares, creating a bank with 29m customers, which the two banks have said is more than any other bank in Africa.
Chapel Hill, Citigroup, and Banwo & Ighodalo advised Access.
RockRose, the independent oil and gas company, made a £26.6m offer for Independent Oil and Gas, which primarily engaged in the exploration and development of oil and gas opportunities in the UK North Sea.
The offer represents a premium of 51% to the closing price of IOG on 26 February. IOG rejected the offer. RockRose argued its offer was "compelling" for IOG shareholders for a number of reasons. These include the opportunity for IOG shareholders to realise an "immediate cash upside" to their stake at a "significant premium." Also, RockRose believed it would be "challenging" for IOG to fund the £450m development capital expenditure required to develop its oil & gas fields.
The Board of Directors of IOG replied that the announcement by RockRose contains a number of statements which they find misleading and with which the Board does not agree. The Board believes that this proposal is opportunistic and materially undervalues the Company and does not attribute fair value to IOG's assets, nor their significant future upside. The Board therefore unanimously concluded to reject this proposal unequivocally.
Cantor Fitzgerald, Hannam & Partners and Celicourt advised RockRose.
Carlyle in final talks to clinch $3.4bn deal for Cepsa stake. (FS)
According to Reuters, Carlyle Group is ahead of other contenders to buy a 30% stake in Spain's Cepsa for up to €3bn ($3.4bn), just four months after owner Mubadala shelved a listing of the energy company.
Carlyle, whose energy and natural resources division includes funds such as Neptune Energy, could reach an agreement within weeks. Other investment firms including CVC, Apollo, Blackstone and Macquarie, had expressed interest in buying a stake in the Spanish oil major, which is owned by Abu Dhabi wealth fund Mubadala Investment Company.
However, Carlyle has emerged as the favorite bidder in the process which is led by Rothschild although no deal has been finalised or agreed.
Rothschild & Co advises Mubadala. Allen & Overy advises Cepsa.
Italy's Iren made an offer for utility CVA worth €1.2bn.
Italian utility Iren made a non-binding expression of interest in a tie-up with northern utility CVA in a move that would create one of Italy's biggest hydroelectric players, Iren's chief executive said.
CVA, owned by the northern region of Valle d'Aosta, could be worth up to €1.2bn ($1.4bn). The public owners of CVA have set up a commission to look at the best options for growth of the utility. These include a possible stock market listing as well as a tie-up with another player.
"We are waiting for a technical table to be opened to work out just how such a tie-up could be done," said Massimiliano Bianco. "The idea is to put together our hydroelectric assets to become the country's second or third largest operator."
Aon in talks to buy rival Willis Towers Watson.
According to Bloomberg, Aon is considering an offer to buy rival insurance brokerage Willis Towers Watson in what could be the industry's largest-ever merger.
Aon is preparing to submit a bid for Willis Towers in the coming weeks. The companies have held preliminary talks. No final decision has been made and Aon could opt to not move forward with an offer.
PSA Group will seek deals.
According to Bloomberg, PSA Group is too small to satisfy the global ambitions of Chief Executive Officer Carlos Tavares.
The French maker of Peugeot, Citroen and Opel cars is seeking a deal that will expand its footprint outside of Europe. Tavares has met with advisers to consider potential collaborations or mergers.
Fiat Chrysler open to mergers but rules out Maserati sale.
Fiat Chrysler is open to pursuing alliances and merger opportunities if they make sense, but a sale of its luxury brand Maserati is not an option, Chief Executive Mike Manley said.
"We have a strong independent future, but if there is a partnership, a relationship or a merger which strengthens that future I will look at that," Manley told reporters at the Geneva car show.
Asked whether he would consider selling Maserati to China's Geely Automobile Holdings, as suggested by recent media reports, Manley said: "Maserati is one of our really beautiful brands and it has an incredibly bright future... No."
Six-way bank merger in Iran.
Iran is combining six local banks as President Hassan Rouhani looks to curb the military's role in the economy and bolster the country's financial industry.
State-run Bank Sepah will take over five lenders linked with the security forces: Ansar Bank, Ghavamin Bank, Hekmat Iranian Bank, Mehr Eqtesad and the Kowsar financial credit institution. This is "an important step with a view to maintaining stability and the health of the banking system," Iran's central bank said on its website Saturday.
Montefiore backs French Gandi. (FS)
Montefiore Investment has acquired a stake in France-based Gandi, a domain name registrar, while founder Stephan Ramoin has retained a minority stake in the business. Financial terms were not disclosed.
"In Montefiore, I see an investor capable of accompanying us as we grow, notably through external growth, which will mark a new chapter in our story. A certain number of contacts have already been made. But Montefiore and its team should also help us build on our strength, organic growth, by investing in recruiting new talent, strengthening our products, and most especially on the level of our resellers and corporate customers, especially with regards to enterprise customers, who will become a clear priority for our growth in these two segments", said Stephan Ramoin, Gandi CEO.
Terna interested in co-investors for South America business.
Italian power grid player Terna is interested in finding co-investors that could help it develop its business in South America, CEO Luigi Ferraris said.
"We could consider financial investors ... we want to remain the industrial partner," Ferraris said, declining to tell if it might sell a majority stake.
He added that there was no deal on the table at the moment.
Novartis has no plans to sell Sandoz.
Swiss drugmaker Novartis has no plans to sell all or parts of its Sandoz generics business, Chairman Joerg Reinhardt said, saying it was keeping its options open.
"Sales are not planned at the moment. There are also no specific considerations that would have the goal of separating Sandoz," he said when asked about prospects of a sale or spinoff.
AMERICAS
Barrick Gold Corp’s top shareholder said the miner should focus on striking a joint venture deal in Nevada with rival Newmont Mining Corp before considering a full-blown merger.
“My preference is a joint venture,” Joe Foster of the Van Eck International Investors Gold Fund, said. “I don’t flat out oppose a merger. If a merger is the only way to unify Nevada then maybe, just maybe, that’s something we might consider. But as it stands the best path right now is to form a JV in Nevada.”
Barrick launched an $18bn takeover offer for Newmont last month, which Newmont rejected. Both sides have said they agree their neighboring Nevada assets should be combined to cut costs, though they disagree on how this should be done. Newmont said it prefers a joint venture in the state, a plan Barrick says would be too complicated and not financially beneficial to all shareholders.
CIBC, M. Klein, Cravath Swaine & Moore, and Davies Ward Phillips & Vineberg advised Barrick Gold Corporation. BMO Capital Markets, Citigroup, Goldman Sachs, Goodmans, Wachtell Lipton Rosen & Katz, and White & Case advised Newmont.
Germany's Merck on Tuesday called on shareholders of Versum Materials to put pressure on the electronic materials maker's management to consider its jilted takeover offer.
Versum on Friday rejected an unsolicited cash offer worth $5.9bn including debt made by Merck. Versum said it was committed to a merger with U.S. rival Entegris agreed in January.
"We urge you to let the Versum Board know that Versum shareholders will not support the Entegris acquisition in light of our Proposal, which is unquestionably superior," Merck said in an open letter to Versum investors. "Our offer to engage directly with Versum to understand the rationale for the Versum Board's determination has not been accepted."
Merck's takeover proposal of $48 per share compares with an offer price of around $41 per Versum share from Entegris, based on Entegris' closing price of $36.61 on Monday.
Juniper Networks, an industry leader in automated, scalable and secure networks, agreed to acquire Mist Systems, a pioneer in cloud-managed wireless networks powered by Artificial Intelligence. The deal will enhance Juniper's enterprise networking portfolio by combining Mist's next-generation Wireless LAN platform with Juniper's best-in-class wired LAN, SD-WAN and security solutions to deliver unsurpassed end-to-end user and IT experiences.
Under the terms of the agreement, Juniper Networks will acquire Mist for aggregate consideration of $405m, subject to adjustment, payable in cash and the assumption of outstanding equity awards. The proposed acquisition is expected to close in Juniper Networks' fiscal second quarter, subject to regulatory approvals and customary closing conditions.
Rami Rahim, CEO of Juniper Networks. "Juniper and Mist share a common strategic goal. We believe in the Software-Defined Enterprise and Mist's focus on bringing AI to IT is consistent with our core belief that we need to simplify operations and improve the customer experience while lowering costs. With Mist, we are adding a market leading solution to complement our portfolio, drive the cloud transition within the enterprise and accelerate our enterprise growth."
Corelle Brands, a leading manufacturer, and marketer of houseware brands, and Instant Brands, maker of the multicooker the Instant Pot, signed a definitive agreement under which Instant Brands and Corelle Brands will merge. Financial terms of the transaction were not disclosed.
The transaction creates a world-class, fast-growing housewares company with a comprehensive suite of products and accessories for all steps of the culinary process. Since acquiring Corelle Brands in April 2017, Cornell Capital has worked with the company's management team to strengthen its leading market position, while bolstering Corelle Brands' commercial position in Asia.
"This partnership creates a leading housewares company with compelling opportunities for further growth by leveraging Corelle Brands' best-in-class platform and the proven leadership team's decades of experience in building market-leading brands. I look forward to working with Ken, Robert and the rest of Corelle Brands and Instant Brands management to achieve these strategic growth objectives," said Henry Cornell, Founder and Senior Partner of Cornell Capital.
Stifel and Davis Polk & Wardwell advised to Corelle Brands. CIBC and Dentons advised Instant Brands.
Altus Capital Partners acquired Thermal Solutions Manufacturing, a nationally recognized manufacturer and distributor of heat exchange and thermal management products in a highly fragmented North American market. Altus Capital, along with TSM's senior management team, made this investment to support TSM's growth plans in the heavy-duty on-highway and off-highway truck aftermarket as well as its development of products for specialized industrial original equipment manufacturers. Financial terms of the transaction were not disclosed.
Russell J. Greenberg, Managing Partner of Altus Capital Partners, commented, "Altus is very pleased to partner with the TSM management team in acquiring a nationally recognized manufacturer and distributor of heat exchange and temperature control products for the North American heavy-duty on-highway and off-highway truck aftermarket. We recognize and value management's capabilities in our partnership to grow and to continue the company's industry position."
Harley-Davidson acquired StaCyc, producer of electric-powered two-wheelers specifically designed for kids. Financial terms were not disclosed.
The acquisition of StaCyc expands Harley-Davidson's electric portfolio and reinforces its commitment to lead in the electrification of motorcycling.
"We're thrilled to have StaCyc become part of the Harley-Davidson family," said Harley-Davidson Senior Vice President of Marketing and Brand Heather Malenshek. "The StaCyc team shares the same vision we have for building the next generation of riders globally and we believe that together, we will have a significant impact in bringing the fun and enjoyment of riding to kids everywhere."
New Heritage Capital invested in Rhythmlink International, a market leading designer and manufacturer of disposable neurodiagnostic devices and consumables. Rhythmlink's products provide the connection between "people and machines" to identify, record, and monitor crucial neurophysiological information. Financial terms were not disclosed.
Melissa Barry, Partner at Heritage, said, "We are thrilled to partner with Shawn, Michael and the entire Rhythmlink team to help them accelerate growth, continue to develop innovative products and provide customers with the highest level of quality and service. Rhythmlink is a high-growth business with an incredible amount of opportunity to further expand the applicability of neuro and brain health monitoring throughout the healthcare continuum. We are excited about what the future will bring."
Advarra, the premier provider of institutional review board, institutional biosafety committee, and research quality and compliance consulting services in North America, acquired Quorum, one of the most preferred central IRBs in the U.S. and Canada. The transaction also includes Quorum’s research and technology consulting division, Kinetiq.
“Quorum is known across the research community for integrity, innovation, regulatory expertise, and client service excellence,” said Pat Donnelly, CEO of Advarra. “Their organizational culture and values are the perfect complement to Advarra, and we look forward to sharing best practices to build altogether better capabilities that serve clients and protect research participants.”
The Riverside Company acquired ADA Solutions. ADA designs, develops and distributes detectable warning surface and way-finding solutions for the visually impaired. ADA is an add-on to Riverside's SureWerx portfolio company, a leading supplier of professional safety products, tools, and equipment. Financial terms were not disclosed.
"We are thrilled to add ADA to our growing portfolio of world-class brands at SureWerx," said Riverside Managing Partner Suzy Kriscunas. "ADA will provide us deeper reach into the Infrastructure and Construction markets. This combination will enable both SureWerx and ADA to provide their customer bases with a broader set of safety products and solutions, furthering our goal to become the global leader in safety and productivity."
Golub Capital provided debt financing for the deal. Jones Day and Alvarez & Marsal advised The Riverside Company.
Sentinel Capital Partners acquired Mobile Communications America, a leading provider of communications solutions and services in North America and one of Motorola Solutions' largest channel partners. Financial terms were not disclosed.
"MCA is one of the largest communications solutions providers of its type in North America and is well positioned to deliver highly technical, scalable, and mission-critical grade services," said Scott Perry, a Sentinel partner. "MCA's emphasis on service differentiates it from its industry peers, many of whom focus on traditional product distribution. We are excited to work with MCA's seasoned and highly talented leadership team to continue executing its strategy of acquisitive and organic growth."
Nestlé skincare unit attracts private equity interest. (FS)
According to Financial Times, some of the biggest names in private equity are lining up bids for Nestle’s skin health unit in a deal that is expected to fetch around $7bn. First-round bids for the unit, which makes anti-wrinkle creams and a Botox rival called Dysport, are due on Wednesday in a sale process that is being overseen by bankers at Credit Suisse and Evercore.
A number of private equity funds have formed consortiums to pool together funds for a bid. Among those expected to bid are a consortium made of Cinven, Advent International and Singapore’s state fund GIC. Others expected to proceed with offers are KKR, Blackstone, Sweden’s EQT and Switzerland’s Partners Group. Separately, CVC and Carlyle are also expected to submit bids. People with direct knowledge of the process confirmed the bid interest and warned other buyout groups may also enter the race as the deadline drew nearer.
Nordic Capital considers a sale of ERT. (FS)
According to Bloomberg, buyout firm Nordic Capital is considering a sale of health-care data collection company ERT Operating.
Nordic has held talks with potential advisers about strategic options for Philadelphia-based ERT. ERT could fetch about $2.5bn in a sale. Nordic hasn't made a final decision on whether to pursue a sale and could still elect to keep the business.
Nordic agreed to buy ERT from peer Genstar Capital in March 2016 in a deal that valued the company at about $1.8bn. The company, which provides patient data collection solutions for use in the development of clinical pharmaceutical products, has grown via acquisitions including Biomedical Systems and iCardiac Technologies in 2017.
DST Global leads $200m Series D financing for mobile bank Chime. (FS)
San Francisco-based mobile banking startup Chime raised an additional $200m in Series D financing led by DST Global, valuing its business at $1.5bn. The oversubscribed round also included participation from new investors Coatue, General Atlantic, ICONIQ Capital and Dragoneer Investment Group, along with existing investors Menlo Ventures, Forerunner Ventures, Cathay Innovation, and others.
To date, Chime has raised approximately $300m, including last year’s $70m Series C, which then saw the company valued at $500m. With the new funding, Chime has now raised the most funding and has the highest valuation among other U.S. challenger banks.
Barington Capital pushes L Brands for Victoria's Secret spinoff. (FS)
Barington Capital urged U.S. consumer products group L Brands to break itself up by separating its Victoria's Secret and Bath & Body Works businesses from the company, to improve financial performance.
The activist shareholder, in a letter to L Brands' chairman, said the company should retain a financial adviser to help explore options including a spinoff of Victoria's Secret or an initial public offering of Bath & Body Works.
"The Company has significantly underperformed its peers and the market as a whole," Barington said.
APAC
YY, a leading live streaming social media platform in China, acquired the remaining 68.3% shares of Bigo from the other shareholders for an aggregate purchase price of $1.5bn.
David Xueling Li, Chairman and acting Chief Executive Officer of YY, stated, “The combination of YY’s and Bigo’s unparalleled businesses and services in both China and overseas will enable us to create enhanced live streaming content, expand our global footprint, and offer world-class user experiences for our global user community. As a result, we will be well positioned to become a world-leading video-based social media platform.”
Lazard advised YY.
Mandiri eyes deal for $2bn StanChart-backed Permata.
According to Bloomberg, Indonesia's state-run Bank Mandiri is exploring a takeover of Bank Permata, the rival lender backed by Standard Chartered.
Mandiri is said to be working with Morgan Stanley on the potential deal. It is considering buying control of Permata and then merging the lender with Mandiri itself or its unit Bank Mandiri Taspen, known as Bank Mantap.
Total buys 10% stake in Arctic LNG 2 project from Novatek.
Total agreed to buy a 10% stake in the Arctic LNG 2 project from Russia's Novatek, as the French energy group looks to build up its presence in the area to service a fast-growing Asian market. Total would also have the opportunity to buy a 10-15% direct interest in all Novatek's future LNG projects on the Yamal and Gydan peninsulas.
Novatek said that, as well as paying for the 10% stake, Total would provide some financing through capital investment for Arctic LNG 2, adding it expected preliminary capex for the project to be $20-21bn. Total's overall economic interest in the new project would be around 21.6%, taking into account its 19.4% stake in Novatek.
"Arctic LNG 2 fits into our strategy of growing our LNG portfolio through competitive developments based on giant low-cost resources primarily destined for the fast-growing Asian markets," said Total chairman and chief executive Patrick Pouyanne.
Only Mondelez left in the auction for Arnott's cookies. (FS)
According to Australian Financial Review, Mondelez International is the last bidder for Campbell Soup’s international business. Assets put on sale by Campbell Soup compromises Arnott’s, Kelson, a Danish snacks business and other brands.
KKR, Bain Capital, Mondelez, and Fererro made it through to the second round of the auction for Campbell Soup International, which includes the Australian snacks business, Arnott’s but subsequently have moved out of the process. The deal could be worth $3bn.
Morgan Stanley advises Mondelez International. Macquarie advised KKR. Rothschild & Co advised Fererro. Goldman Sachs and Centerview Partners are running tha auction for Campbell Soup.
Cathay in talks to buy a stake in Hong Kong Express.
Cathay Pacific Airways is in talks to buy shares in Hong Kong's only budget airline from Chinese conglomerate HNA Group, as Asia's biggest international carrier seeks to gain a foothold in the region's booming low-cost travel market.
Cathay is in "active discussions" about an acquisition involving Hong Kong Express Airways. There can be no certainty that any agreement will be entered into.
The stake purchase would give Cathay a critical foothold in the market for budget-conscious travelers that's eaten into demand for some of its routes as it undertakes a three-year transformation program. Asia Pacific's burgeoning market will probably see the most significant increase in air traffic among regions worldwide, with almost 4bn passenger journeys expected in the next two decades.
Thakral family eyes majority stake in SGX-listed Thakral Corporation.
Prime Trade Enterprises, an entity owned by the Thakral family, has offered to acquire 26.5m shares of the Singapore-listed investment holding firm Thakral Corporation to raise its holding in the company to 50.2%, according to a statement.
PTEL said it made a voluntary conditional cash partial offer to buy the shares of the company at SGD0.50 ($0.37) each, or about SGD13.25m ($9.7m). PTEL currently holds 29.94% of Thakral Corporation.
The offer price represents a premium of 11% above the last traded price per share on February 28, and a premium of 18% above the volume weighted average price per share for the corresponding six-month period up to February 28, 2019.
Kuwait plans a $10bn investment fund with China. (FS)
According to Bloomberg, Kuwait is planning to create a $10bn fund with China to invest in the two countries.
The Gulf state is discussing the creation of a Kuwait-China Silk Road Fund that would invest in Kuwaiti projects related to the Silk City and islands development. It could also be used for strategic investments in China and other areas under the Asian country's "One Belt, One Road" initiative.
China and Kuwait would each be responsible for raising around $5bn for the fund. The Asian country would also work with Chinese strategic partners to arrange debt financing for projects, which could give the fund an investment capacity of as much as $30bn.
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