AMERICAS
New Media Investment Group, a locally-focused print and digital content provider, completed its acquisition of Gannett, an innovative, digitally focused media and marketing solutions company, for $1.4bn. Under the terms of the agreement, shareholders of Gannett received $6.25 in cash and 0.54 of a New Media share for each Gannett share they held, representing a premium of approximately 18% to the five-day volume-weighted average price of Gannett shares.
“We believe this transaction will create value for our shareholders, greater opportunities for our employees, and a stronger future for journalism. Gannett is an innovative, digitally-focused media and marketing solutions company with well-known brands worldwide. Uniting our talented employees and complementary portfolios will enable us to expand our comprehensive, hyperlocal coverage for consumers, deepen our product offering for local businesses, and accelerate our shift from print-centric to dynamic multimedia operations,” Michael Reed, New Media Chairman and Chief Executive Officer.
Gannett was advised by Goldman Sachs, Greenhill & Co, Nixon Peabody and Skadden Arps Slate Meagher & Flom. New Media was advised by Credit Suisse, Jefferies & Company, Cravath Swaine & Moore, Wilson Sonsini Goodrich & Rosati, Latham & Watkins, Arbor Advisory Group, Gasthalter & Co and Joele Frank. Debt financing was provided by Apollo Global Management.
Letitia James, a New York Attorney General, maintains her position to block T-Mobile and Sprint merger.
“Our case against T-Mobile is an antitrust violation, obviously we’re concerned with anti-competitive behaviour. Providing public benefits are good but they do not address the antitrust violation,” Letitia James, New York Attorney General.
Sprint is being advised by Centerview Partners, JP Morgan, Mizuho, SMBC, The Raine Group, Morrison & Foerster, Potter Anderson & Corroon, Simpson Thacher & Bartlett and Skadden Arps Slate Meagher & Flom. SoftBank is being advised by Morrison & Foerster on legal matters. Deutsche Telecom is being advised by Deutsche Bank, Evercore, Goldman Sachs, Morgan Stanley, PJT Partners, Allen & Overy, Hogan Lovells, DLA Piper, Latham & Watkins, Richards Layton and Finger and Wachtell Lipton Rosen & Katz.
Proxy advisory firm Institutional Shareholder Services recommended that Callon Petroleum shareholders vote in favor of its acquisition of Carrizo Oil & Gas, Reuters reported.
ISS had earlier urged shareholders to vote against the original Callon-Carrizo merger.
Callon had on November 14 cut its offer for rival Carrizo to about $723m from $1.2bn in July.
Carrizo is advised by Lazard, RBC Capital Markets, Baker Botts, O'Melveny & Myers, Sard Verbinnen & Co, and Gibson Dunn & Crutcher. Callon is advised by JP Morgan, Kirkland & Ellis, Davis Polk & Wardwell, and Joele Frank. Debt financing is provided by Bank of America Merrill Lynch and JP Morgan.
The US Federal Reserve approved a merger between BB&T and SunTrust Banks, sealing the most significant tie-up of banks since the 2007-2009 global financial crisis.
The Fed said its approval was conditioned on several actions, including that BB&T must divest 30 branches and more than $2.4bn in deposits to mitigate the competitive effects of the merger.
SunTrust must also satisfy the terms of a newly-issued consent order after the Fed found it had misled specific business customers regarding the operation and billing for some products.
Goldman Sachs, SunTrust Robinson Humphrey, Sullivan & Cromwell, and Abernathy MacGregor Group are advising SunTrust. RBC Capital Markets, Wachtell Lipton Rosen & Katz, and O'Melveny & Myers are advising BB&T.
Centerbridge Partners-backed Landscape Acquisition Holdings, a special purpose acquisition vehicle, offered to acquire AP WIP Investments, one of the largest global aggregators of real property interests underlying wireless telecommunications cell sites, for $860m.
"The Landscape team's decades of leadership experience in growing and managing public and private companies, broad real estate and capital markets knowledge, and disciplined acquisition strategy will be instrumental in further growing our current portfolio and expanding into adjacent digital infrastructure businesses and assets to meet that demand," Bill Berkman, AP WIP Investments CEO.
AP WIP is advised by Cravath Swaine & Moore and Skadden Arps Slate Meagher & Flom. Landscape is advised by Credit Suisse, Evercore, Goldman Sachs, Morgan Stanley, Greenberg Traurig, Gladstone Place Partners, and ICR.
Clayton, Dubilier & Rice agreed to acquire Cynosure, a medical aesthetics systems and technologies provider, from Hologic, an innovative medical technology company, for $205m. Net of these adjustments, Hologic expects net cash proceeds of approximately $138m.
"Cynosure is a market leader with a comprehensive product portfolio and a track record of more than 25 years of science-driven healthcare innovation. In addition to a targeted tuck-in acquisition strategy, we expect to continue to invest behind the company's strong brand and large global installed base to accelerate growth via expanded sales & marketing efforts and bring new products and technologies to market that both enhance the company's value proposition to its channel partners and improve clinical outcomes for end consumers," Derek Strum, CD&R Partner.
CD&R is advised by UBS, Barclays, Credit Suisse, and Debevoise & Plimpton. Hologic is advised by Goldman Sachs and Wachtell, Lipton, Rosen & Katz.
Energy company Pembina Pipeline has received approval from the Canadian Competition Bureau, to buy Kinder Morgan Canada, Reuters reported.
Pembina’s deal follows an unsolicited bid for rival Inter Pipeline, highlighting the growing interest in the midstream business of transporting and storing crude.
In August, Pembina Pipeline had agreed to buy Kinder Morgan Canada and the US portion of the Cochin pipeline for C$4.35bn ($3.27bn), bulking up its storage resources in Canada.
Pembina is advised by TD Securities, Latham & Watkins, Bracewell, and Stikeman Elliott. Kinder Morgan is advised by Bracewell. Kinder Morgan Canada is advised by BMO Capital Markets, JP Morgan, Blake Cassels & Graydon, Bracewell and Goodmans.
DIF Infrastructure, an independent infrastructure fund, completed its acquisition of BluEarth Renewables, power producer that acquires, develops, builds, owns, and operates wind, hydro, and solar facilities across North America, from Ontario Teachers’ Pension Plan. Financial terms were not disclosed.
“With the support of Ontario Teachers’ as a founding shareholder, BluEarth grew quickly to become a mature, integrated platform. Now, with the backing and governance of DIF V, we are excited to grow our platform even further, including pursuing additional opportunities in the US and Canada,” Grant Arnold, BluEarth President, and Chief Executive Officer.
Ontario Teachers’ Pension Plan was advised by CIBC World Markets. DIF Infrastructure was advised by Baker McKenzie, BMO Capital Markets, Agentis Capital, and KPMG. Financing is provided by BMO, Desjardins, and National Bank.
Advent International agreed to acquire Olaplex, a professional haircare brand. Financial terms were not disclosed.
“Olaplex has differentiated itself by offering superior products backed by patents. It is rare that we see brands of this size growing so rapidly and with such a passionate consumer base. We believe the company has a significant runway for growth by increasing its brand awareness globally, broadening its product line of innovative ‘hero’ products, and further developing its ability to speak and sell to consumers directly,” Tricia Glynn, Advent Managing Director.
Olaplex is advised by Financo. Advent is advised by Goldman Sachs, Ropes & Gray and Finsbury.
Broadridge Financial Solutions, a public US-based corporate services company, agreed to acquire ClearStructure Financial Technology, a global provider of portfolio management solutions for the private debt markets. Financial terms were not disclosed.
"ClearStructure's component services enhance our existing multi-asset class, front-to-back office solution, providing our clients with a unique capability to access the public and private markets. This acquisition aligns to Broadridge's strategy of providing a true cross-asset platform to enable asset management clients to have a single view into their entire book of business," Eric Bernstein, Broadridge asset management solutions Head.
ClearStructure is advised by Marlin & Associates. Broadridge is advised by Jefferies & Company.
Sonoco, a global packaging company, agreed to acquire Thermoform Engineered Quality and Plastique Holdings, global manufacturers of thermoformed packaging serving healthcare, medical device, and consumer markets, from ESCO Technologies, a manufacturer of highly engineered filtration and fluid control products, for $187m.
“Increased life expectancy, the steady introduction of new products from medical device manufacturers and pharmaceutical companies, combined with requirements for improved safety and compliance, are driving market growth. TEQ provides a strong platform to further expand Sonoco’s growing healthcare packaging business, which includes ThermoSafe™ temperature-assured pharmaceutical packaging; injection-molded vials, multi-cell cuvettes and appliances; thermoformed trays for medical devices and OTC medical products, along with our Alloyd heat-sealing equipment for commercial medical applications,” Rob Tiede, Sonoco President and CEO.
ESCO is advised by Stifel and Bryan Cave Leighton Paisner.
Soleo Health, a provider of specialty infusion services, agreed to acquire Paragon Infusion Therapy's pharmacy business, located in Dayton. Financial terms were not disclosed.
The acquisition of Paragon’s infusion pharmacy expands Soleo Health’s national footprint of 20 pharmacies nationwide and broadens its geographic reach.
“Joining forces with Soleo Health will prove beneficial to the patients we serve and the providers with whom we work, as it will strengthen our regional market leadership role. Aligning with Soleo Health allows us to provide additional capabilities and resources while maintaining our local presence and pulse on the delivery of quality care to which our stakeholders have grown accustomed,” Aaron Braden, Paragon Principal.
Soleo Health is advised by Pairelations.
iOFFICE, a digital workplace experience solutions company, agreed to acquire ManagerPlus, an asset management SaaS provider. Financial terms were not disclosed.
"We recognize that today's business and technology landscape has changed the workplace, causing a substantial focus to be placed on the employee experience. With that said, uniting ManagerPlus' platform with our own is the logical next chapter in our growth story. The acquisition addresses two of iOFFICE's largest long-term business objectives, the expansion of our current digital technology suite, as well as offering a broader, industry-leading solution set to future clients," Mark Peterson, iOFFICE CEO.
iOFFICE is advised by anthonyBarnum.
Exelon, the American producer of carbon-free energy, agreed to acquire a 50% stake in Constellation Energy Nuclear Group, which generates and distributes nuclear energy. Financial terms were not disclosed.
The transaction price will follow from the determination of the fair market value of CENG shares pursuant to the contractual provisions of the put option agreement.
"Since Exelon Generation took over operations, we have created value for both Exelon and EDF by integrating the three plants into the nation’s largest and best-run nuclear fleet. Leveraging the Exelon management model, we’ve improved overall fleet performance and efficiency while reducing costs in a challenging market environment. We have worked collaboratively with EDF leadership as co-owners of these three nuclear plants and look forward to partnering with them in a productive process to purchase their ownership stake,” Chris Crane, Exelon President, and CEO.
Aon, a global professional services firm providing a range of risk, retirement and health solutions, agreed to acquire CoverWallet, which provides consulting services. Financial terms were not disclosed.
The acquisition provides Aon with additional access to the fast-growing, $200+bn premium digital insurance market for small and medium-sized businesses, as well as the opportunity to leverage CoverWallet's platform to develop and scale innovative digital client experiences that support the firm's Aon United growth strategy.
"We started CoverWallet to reinvent commercial insurance. By building our customer-centric platform and leveraging advanced data science, beautiful design, and state-of-the-art technology, we have been able to simplify insurance. Aon's shared vision means we can continue pushing the boundaries of innovation into new markets and new products at a greater scale," Inaki Berenguer, CoverWallet CEO and Co-Founder.
NCR, a software- and services-led enterprise provider, agreed to acquire POS Solutions, a point-of-sale and restaurant solutions provider in central Texas. Financial terms were not disclosed.
“Bringing POS Solutions into the NCR family aligns with our strategy to increase our capabilities to deliver our solutions and serve our customers in thriving local restaurant markets, like Austin,” Michael D. Hayford, NCR President, and CEO.
Cigna considers more acquisitions.
An expected $8bn in free cash flow in 2020 should give Cigna “strategic optionality,” according to a Bloomberg report.
ElmTree Funds to acquire $1.5bn of properties. (FS, Real Estate)
ElmTree Funds, a St. Louis-based real estate private equity firm, announced that it had acquired, or currently has under contract, ten net-lease properties totaling $570m since May 2019 and that it expects to purchase an additional $900m of properties in 2020.
“We believe these deals are ideal transactions for ElmTree as the properties are primarily located in cities with strong market fundamentals and primarily leased to tenants with investment-grade credit for 12+ years. Our investment activity over the last five months represents only a small portion of our robust institutional build-to-suit pipeline, of which, we are excited to execute on as we transition into 2020,” Jim Koman, ElmTree CEO and Founder.
HIG Capital closes HIG Middle Market LBO Fund III at $3.1bn. (FS)
HIG Capital closed the HIG Middle Market LBO Fund III with aggregate capital commitments of $3.1bn, well exceeding its target. The fund will continue the strategy of HIG Middle Market’s two predecessor funds, by making private equity investments in middle-market companies, primarily in North America.
“We are pleased with the level of support received from our investors, reflecting the strong performance of the HIG Middle Market team and its differentiated investment approach,” Sami Mnaymneh and Tony Tamer, HIG Founders and Co-CEOs.
NovaQuest Capital raised $275m for dedicated private equity fund. (FS)
NovaQuest Capital Management, a healthcare and life sciences focused private investment firm, held the final close of NovaQuest Private Equity Fund I with $275m in total capital commitments.
The fund will continue NovaQuest’s focus on investing in and building leading services and technologies in the healthcare and life sciences sector with a dedicated private equity platform.
Technology company Prosus criticized rival suitor Takeaway’s bid for British food delivery service Just Eat, saying it presents “significant risks” for shareholders, Reuters reported.
Prosus’s broadsides against Takeaway come after a two-week period in which Takeaway’s share price has rallied to a point where its all-share offer for Just Eat is nearly level in value to that of Prosus’s £4.9bn ($6.3bn) cash bid.
“Takeaway’s claim that it can achieve a meaningful own-delivery rollout with no impact on the bottom line and through only tens of millions of investment is, in Prosus’s view, unrealistic and demonstrates their lack of experience with the own-delivery business model,” Prosus’s statement.
Just Eat is advised by Goldman Sachs, UBS, Oakley Advisory, Linklaters, and Brunswick Group. Takeaway is advised by Bank of America Merrill Lynch, Lazard, Cravath Swaine & Moore, De Brauw Blackstone Westbroek, NautaDutilh, and Slaughter & May. Prosus is advised by JP Morgan, Allen & Overy, and Finsbury Hering Schuppener. Investec is providing debt financing to Prosus.
Reuters reported that Italian infrastructure group Atlantia was ready to join a consortium led by Italian railway group Ferrovie dello Stato to rescue loss-making carrier Alitalia, casting a shadow on the entire project.
After months of negotiations and with just one day left before a deadline expires, the group controlled by the Benetton family said that the conditions did not exist yet for it to join a consortium working on Alitalia.
Mediobanca and Cleary Gottlieb Steen & Hamilton are advising Ferrovie dello Stato.
Standish Management, an independent provider of fund administration services, agreed to acquire Halsey Group, a Luxembourg-based fund, and corporate services provider dedicated to international private equity and real estate investment firms. Financial terms were not disclosed.
"We are delighted to welcome the Halsey Group team to Standish as the first step in our long-term strategy of expanding our global servicing capabilities. With interest growing for European-domiciled fund vehicles, on top of the EU Alternative Investment Fund Managers Directive, Luxembourg has emerged as the leading European domicile for alternative asset funds,” Owen Kiely, Standish Management Head of Europe.
Standish Management is advised by Blueshirt Group.
Mergence, a financial planner in Randburg, South Africa, agreed to acquire a 26% stake in 2Engage, a local customer reward start-up. Financial terms were not disclosed.
Mergence plans to increase its stake in 2Engage by about 25% by the end of 2020, which would make it its largest shareholder, Magerman said. 2Engage’s Retail Engage unit runs rewards and loyalty programs in supermarkets and wholesalers for low- to middle-income earners, that it says accounts for 60% of SA’s economically active population.
Avery Dennison, a global materials science and manufacturing company, agreed to acquire Smartrac RFID Inlay division, a developer and manufacturer of RFID products, for $249m.
“This acquisition reflects a continuation of our strategy to invest, both organically and through M&A, to shift our portfolio towards faster growing, higher value categories. Smartrac’s Transponder Division represents an excellent strategic fit for us, accelerating our strategy to expand our Intelligent Labels platform across a variety of end markets and customers within the industrial and retail segments, and extending our reach to new channels," Mitch Butier, Avery Dennison Chairman, President, and CEO.
Cinven considers a $6bn sale of Synlab International. (FS)
Bloomberg reported that Cinven is reviewing strategic options for Synlab International, a laboratory-services company, including a potential sale.
The private equity firm has been speaking with potential advisers and could start a sale process early next year. Cinven plans to seek a valuation of about $6bn, including debt.
Saudi Aramco set to meet investors in Dubai and Abu Dhabi.
Saudi Aramco plans meetings with investors in Dubai next week, Reuters reported, in which it is seeking to raise up to $25.6bn in the world’s biggest share sale.
The state oil company and its advisors are hosting meetings at Dubai’s Ritz Carlton Hotel at the Dubai International Financial Centre on November 24. Aramco also plans to meet investors in Abu Dhabi the day after.
Mediaset and Vivendi far from clinching deal to end legal war.
Mediaset, an Italian-based mass media company, and its second-biggest shareholder Vivendi are struggling to reach a deal to end a long-running legal battle, Reuters reported.
A Milan court gave the companies until November 22 to attempt to reach a compromise after Vivendi challenged a plan by Mediaset to set up a Dutch holding company. Failure to reach a deal would likely complicate the pan-European project by Mediaset.
Kabel Deutschland accused of obstructing deal inquiry. (FS)
Financial Times reported that Vodafone’s German cable division Kabel Deutschland is facing accusations of “material obstruction” of a court-commissioned inquiry after it deleted its former chief executive’s email account.
The emergence of the claim could prove problematic for Vodafone, which has been embroiled in a multiyear lawsuit with minority investors in Kabel Deutschland, including US activist hedge fund Elliott Management, over the acquisition’s pricing.
Ardian in the lead to buy a stake in EWE. (FS)
Reuters reported that Ardian emerged as the leading bidder for a stake in EWE, as the German regional utility’s search for a new anchor investor is nearing the finishing line.
EWE is currently presenting only Ardian’s proposal to its municipal shareholders and could announce that it is entering exclusive talks with the French group in the coming days. Ardian prevailed against a tie-up of German insurer Allianz and Macquarie.
Ardian hires Macquarie to help sell d&b Audiotechnik. (FS)
Ardian hired investment bank Macquarie as its advisor for the sale of d&b Audiotechnik, a German professional loudspeaker maker. Ardian is expected to launch an auction shortly, in a deal that may value d&b at more than $665m.
Intesa Sanpaolo and Nexi in deal talks.
Intesa Sanpaolo, an Italian banking group, is in talks with Nexi, an Italian bank that specializes in payment systems, over a possible strengthening of their existing commercial partnership. Some reports said Intesa was in talks with Nexi to take a 30% to 40% stake in the company.
Intesa said any deal would not require the lender to launch a takeover offer for Nexi.
Clipper Logistics founder prepares a £300m takeover bid. (FS)
Steve Parkin, the founder of Clipper Logistics, a provider of retail logistics, is plotting a £300m ($388m) bid to take the company private. Mr. Parkin, who is the company's executive chairman, owns almost a third of its shares. He is working with Sun Capital Partners, a US-based private equity firm, to prepare the bid.
APAC
Bay Grove-backed Lineage Logistics, a provider of temperature-controlled logistics solutions, agreed to acquire Emergent Cold, the temperature-controlled service provider. The transactions are expected to close in 2020, subject to customary closing conditions and regulatory approvals. Financial terms were not disclosed.
“Food producers, manufacturers, and retailers are looking for cold chain partners who can offer a dynamic and truly end-to-end temperature-controlled logistics solution, and one that can reach every corner of the world. Welcoming Emergent to the Lineage family not only adds significant capacity to our international footprint, but also deepens our commitment to our port strategy and international trade. We are better able to help customers respond to constantly shifting market dynamics, such as global network optimization, tariff impacts, consumer preference shifts, and much more, while at the same time unlocking new potential market opportunities to sell their goods,” Greg Lehmkuhl, Lineage President, and Chief Executive Officer.
Lineage is advised by Latham & Watkins. Emergent is advised by Debevoise & Plimpton.
S4 Capital's global content practice MediaMonks agreed to merge with WhiteBalance, a Delhi-based content creation, and production company. Financial terms were not disclosed.
"India is a country very close to my heart - one built on a heritage of creativity, and characterized by a vibrant culture. As you can imagine, I'm delighted to continue to expand into this fast-growing market, offering a wealth of talent and significant growth opportunities, and the merger with WhiteBalance is the next step for us to build a leading creative content business here. At the same time, we're strengthening our position in the APAC region - ever more important - as India continues its trajectory to become the most populous country on earth," Martin Sorrell, S4 Capital Executive Chairman.
S4 is advised by Powerscourt.
MBK Partners, a private equity firm, and Mirae Asset Daewoo, an investment bank, agreed to acquire a 29% stake in CJ Group, a cinema chain, from CGI Holdings, a South Korean conglomerate, for $286m.
The buyers will be given drag-along rights, which would allow them to sell shares under the same condition as a majority stakeholder, while CJ CGV will have a call option, or the rights to buy stocks in CGI Holdings.
Metlifecare receives a takeover offer.
Reuters reported that Metlifecare, one of New Zealand's largest retirement village providers, received a takeover offer from a “credible third party.”
The company said they had started discussions regarding the offer but the price proposed valued the company below the board’s expectations.
LaSalle raised $560m for Japan property fund. (FS, RE)
US-based real estate investor LaSalle Investment Management launched its first Japan-focused open-ended core fund with $560m in initial commitments. The fund will invest in diversified assets across the office, industrial, retail, and multifamily sectors in Japan, mainly in the cities of Tokyo, Osaka, Nagoya, and Fukuoka.
“We are excited to launch our first private open-ended core fund in Asia with a sizeable initial portfolio that, given its high asset quality, potential to generate strong recurring cash flows and desirable locations, directly aligns with the vehicle’s investment parameters,” Mark Gabbay, LaSalle Asia Pacific CEO.
India Quotient raises $100m for two funds. (FS)
Venture capital firm India Quotient closed its third fund of $60m. The firm is also raising a $40m opportunities fund to invest in its best performing portfolio companies, taking the total funds it will deploy over the next two years or so to $100m.
“The bar for raising money is getting higher even for good companies. With a $60m primary fund and the $40m opportunities fund working in tandem, we will now be able to support our companies much longer in their journey,” Anand Lunia, India Quotient Managing Partner.
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