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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.
15 January 2019

CapitaLand to acquire Ascendas-Singbridge for $8.1bn.

Daily Review

Global M&A

EMEA

L'Occitane to buy ELEMIS from Steiner Leisure for $900m.
 
Euronext launched formal tender offer for Oslo Børs VPS.
 
ProSieben increased stake in Aroundhome to 94%. (Financial Sponsors)
 
German antitrust body opposes Siemens-Alstom merger.
 
Deutsche Bahn wants to sell Arriva.
 
Shell considering a joint bid with PGGM for Eneco.
 
India's Bharti Airtel in talks to buy Telkom Kenya.

 

AMERICAS

Newmont Mining to buy Goldcorp for $10bn.
 
Vista completed $1.94bn acquisition of Apptio. (FS)
 
Alden Global-backed MNG Enterprises to acquire Gannett in a $1.36bn deal. (FS)
 
Wiliot raises $50m investment from Amazon, Samsung and Avery Dennison.
 
Investindustrial to acquire Jacuzzi Brands. (FS) 
 
PG&E in talks with banks on multibillion-dollar bankruptcy financing.
 

APAC

CapitaLand to acquire Temsek's Ascendas-Singbridge for SGD11bn. (FS)
 
Boyu Capital leads RMB1.8bn funding for Yimi Dida. (FS)
 
Viacom in talks to sell majority stake in China operations.
 
AB InBev considers IPO of Asian Business.

Latest Deals

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EMEA

L'Occitane to buy ELEMIS from Steiner Leisure for $900m.
 
Beauty products maker and retailer L'Occitane International will buy beauty and skincare brand ELEMIS for a maximum of $900m, as the Hong Kong-listed firm aims to build a portfolio of premium cosmetics brands.
 
L'Occitane would buy Elemis USA and Elemis from Steiner Leisure in a deal to be funded by cash on hand and bank borrowings. The deal is expected to close in the first quarter of 2019.

"This is L'Occitane's largest acquisition since listing and a major step forward in building a group of premium beauty brands. ELEMIS presents a truly unique opportunity that fits us perfectly in terms of brand ethos, product quality, management capability, as well as growth and profitability trajectory." L'Occitane's chairman and CEO Reinold Geiger said.
 
Euronext launched cash tender offer for Oslo Børs VPS.
 
Euronext, the leading pan-European exchange, published the offer document for its previously announced all-cash tender offer to acquire all issued and outstanding shares of Oslo Børs VPS Holding for NOK6.24bn ($711m).

The offer price is NOK145 ($16.96) per share, representing a 32% premium on Oslo Børs VPS's closing price on 17 December 2018 and 34% on Oslo Børs VPS's 3-month volume-weighted average share price. Each accepting shareholder will also receive an interest payment on the offer price equal to 6% per annum.

Stéphane Boujnah, Chief Executive Officer and Chairman of Euronext, said: "In a rapidly evolving and increasingly competitive global market, Euronext strongly believes that Oslo Børs VPS would improve its competitive positioning, further increase its relevance to the Norwegian financial ecosystem and reinforce its strong existing international listing franchise by joining forces with Euronext, the leading pan-European market infrastructure. If the offer is accepted, Oslo Børs VPS would benefit from the largest European liquidity pool, Euronext's cutting edge technology and innovation capabilities, and access to new asset classes, tools and markets."

Rothschild & Co, Bank of America Merrill Lynch and Advokatfirmaet Schjødt advised Euronext. SEB acted as broker.
 
ProSieben increased stake in Aroundhome to 94%. (FS)
 
German media group ProSiebenSat.1 Media's e-commerce arm NuCom is buying control of Aroundhome, an online broker for home services and products, in a deal valued at €140m ($161m). NuCom Group is increasing its voting shares in Aroundhome from 42% to 94%. Aroundhome previously operated under the name Käuferportal and was renamed on January 2, 2019.

The 52% stake increase is made up of voting shares held by General Atlantic (42%) as well as of the founders Mario Kohle (8%) and Robin Behlau (2%).

Max Conze, CEO of ProSiebenSat.1 Media: "With the increase in Aroundhome shares, we now hold a majority stake in all of our commerce companies. This represents a strategically important milestone. We believe that based on organic growth and our successful acquisition activities, we will increase sales this year to around €1bn ($1.1bn). By 2023, we aim to achieve revenues of €2bn ($2.3bn) with the NuCom Group."
 
German antitrust body opposes Siemens-Alstom merger.
 
Germany's antitrust authority has expressed concerns to the European Union's competition watchdog about the planned merger of the rail operations of Siemens and France's Alstom. The German body said it did not believe that the recent pledges of both companies removed competitive concerns.

The EU watchdog is set to decide by Feb.18 whether to approve the merger. The merger was designed to create a European champion to challenge the advance of China's state-owned CRRC and Canada's Bombadier Transportation.

Alstom is advised by JP Morgan and Rothschild & Co as financial advisors and Cleary Gottlieb as legal advisor. Siemens is advised by BNP Paribas and Goldman Sachs as financial advisors and Latham & Watkins and Sullivan & Cromwell as legal advisors.
 
Deutsche Bahn wants to sell Arriva.
 
German rail operator Deutsche Bahn wants to sell its Arriva international subsidiary to plug a €4bn ($4.6bn) financing gap. Deutsche Bahn management is holding a crisis meeting with Transport Minister Andreas Scheuer on Tuesday to discuss the situation at the state-owned rail company that has come under fire from passengers and politicians for falling punctuality.
 
Shell considering a joint bid with PGGM for Eneco.
 
Royal Dutch Shell and Dutch pension fund manager PGGM are considering a joint bid for Dutch energy company Eneco, estimated to be worth around €3bn ($3.4bn). The 53 municipalities that own Eneco, which is heavily invested in sustainable energy projects, said they would sell it via an auction.

Shell and PGGM, who gave no financial details, said they were looking for "a long term commitment" with Eneco, which is expected to appeal to energy companies that want to increase their exposure to renewable energy production. "We are determined to invest in sustainable energy, specifically in northwest Europe," Shell and PGGM said.
 
India's Bharti Airtel in talks to buy Telkom Kenya.
 
India's Bharti Airtel, currently Kenya's second-biggest telecoms operator, is in talks to buy Telkom Kenya, the East African nation's smallest telecoms operator, to create a stronger challenger to market leader Safaricom. Helios Investment, which owns a 60% stake in Telkom, is looking to partly cash out of the investment which it entered in 2015. 
 
The move comes after the two companies held merger talks last year, only for them to abandon the plan. Telkom made the approach that time. The deal is expected to be completed by the end of this quarter.
 
 

AMERICAS

Newmont Mining to buy Goldcorp for $10bn.
 
Newmont Mining Corp is set to acquire Goldcorp in a stock-for-stock transaction valued at $10bn. Under the terms of the agreement, Newmont will acquire each Goldcorp share for 0.328 of a Newmont share, which represents a 17% premium to an undisturbed share price.

The agreement will combine two gold industry leaders into Newmont Goldcorp, to create an unmatched portfolio of operations, projects, exploration opportunities, reserves and people in the gold mining sector. Newmont Goldcorp's world-class portfolio will feature operating assets in favorable jurisdictions, an unparalleled project pipeline, and exploration potential in the most prospective gold districts around the globe. 

"Our cultures are well aligned, with strong commitments to zero harm, inclusion and diversity, and industry-leading environmental, social and governance performance. We expect to generate up to $100m in annual pre-tax synergies, with additional cost and efficiency opportunities that will be pursued through our proven Full Potential continuous improvement program. The combination is expected to be immediately accretive to Newmont's net asset value and cash flow per share." said Gary Goldberg, Newmont's Chief Executive Officer.

Newmont was advised by BMO Capital Markets, Citi and Goldman Sachs as financial advisors, and Wachtell, Lipton, Rosen & Katz, Goodmans, and White & Case as legal advisor. Goldcorp was advised TD Securities and BofA Merrill Lynch as financial advisors and Cassels Brock & Blackwell and Neal Gerber & Eisenberg as legal advisor. Fort Capital Partners and Osler, Hoskin & Harcourt acted for independent directors.
 
Vista completed $1.94bn acquisition of Apptio. (FS)
 
Vista Equity Partners closed its previously announced take-private acquisition of Bellevue, Washington-based Apptio Inc, a provider of business management software. The value of the transaction was $1.94bn. As a result of the closing, Apptio will no longer trade on the NASDAQ. 

Apptio shareholders received $38 in cash per share, representing a 53% premium to the unaffected closing price as of November 9, 2018.

Apptio was advised by Qatalyst Partners as financial adviser and Wilson Sonsini Goodrich & Rosati as legal adviser. Vista's legal adviser was Kirkland & Ellis.
 
Alden Global-backed MNG Enterprises to acquire Gannett in a $1.36bn deal. (FS)

Newspaper chain MNG Enterprises, also known as Digital First Media, made an offer to buy the USA Today publisher Gannett for $12 per share (23% premium). MNG Enterprises, backed by Alden Global Capital, has already built a 7.5% stake in Gannett and plans to publicly push Gannett to sell itself. MNG Enterprises has approached Gannett about a deal several times in the past few years, but has been rebuffed.

Gannett, whose shares rose 20% to $11.70, said it will review the proposal. MNG said it could also ask for changes to Gannett's board. The company is also in the middle of finding a successor for its current Chief Executive Officer Robert Dickey, who is slated to retire in May this year.
 
Wiliot raises $50m investment from Amazon, Samsung and Avery Dennison.
 
Wiliot, the semiconductor pioneer and innovator, raises a $30m series B for a total of $50m in funding. This follows its demonstration of the first-ever sticker-sized Bluetooth sensor tag incorporating an ARM processor powered solely by scavenging energy from ambient radio frequencies. 

On the heels of their first successful tests, Wiliot, whose R&D department is based in Israel, closed a Series B round of funding with Amazon Web Services Investment Arm, Samsung Venture Investment Corp. and Avery Dennison. These organizations have joined Norwest Venture Partners, 83North, Grove Venture Partners, Qualcomm Ventures, and M Ventures to raise an additional $30m of funding.

"Wiliot's strategy for battery-free Bluetooth transponders, which sense and communicate without needing specific action by consumers, is very relevant to Avery Dennison's intelligent label strategy," explained Francisco Melo, VP & GM, Global RFID, Avery Dennison.
 
Investindustrial to acquire Jacuzzi Brands. (FS)
 
Investindustrial entered into a definitive agreement to acquire Jacuzzi Brands and several spa and bath products brands, from investment funds affiliated with each of Apollo Global Management, Ares Management Corp, and Clearlake Capital Group. Investindustrial has invited Nottingham Spirk Design Associates to be a business innovation and product design partner and to co-invest in the Company as a minority shareholder. Financial terms were not disclosed.

Jacuzzi Brands, founded in 1956 by an Italian family, is the clear European market leader and is the co-leader in the U.S. spa sector. The Company generated revenues of approximately $500m in the fiscal year 2018.

Andrea C. Bonomi, Investindustrial's Chairman of the Industrial Advisory Board, said, "We are excited about the opportunity to contribute to Jacuzzi Brands' next phase of development. We see significant untapped potential and will work closely with management to grow the business through product innovation and an expansion of the Company's footprint."
 
PG&E in talks with banks on multibillion-dollar bankruptcy financing.
 
The California utility owner is in touch with large banks about so-called debtor-in-possession financing that could total between $3bn and $5bn, though the exact figure remains in flux and could end up being higher. 

PG&E's existing lenders include Citigroup, JPMorgan Chase and Bank of America.
 

APAC

CapitaLand to acquire Temasek's Ascendas-Singbridge for SGD11bn. (FS)
 
CapitaLand Limited has entered into a transaction with Temasek to acquire from its subsidiary, Ascendas-Singbridge to create the largest diversified real estate group in Asia. The proposed transaction is valued at SGD11bn ($8.1bn) and is subject to approval by CapitaLand's independent shareholders.

Post transaction, the combined total assets under management of the Group will exceed SGD116bn ($85.7bn).  The Group's expanded asset classes will include logistics/business parks, industrial, lodging, commercial, retail and residential. Its geographical presence will span more than 180 cities across 32 countries. In addition, the Group will leapfrog CapitaLand's Year 2020 AUM target of SGD100bn ($73.9bn), putting it amongst the top 10 real estate investment managers globally.

Under the terms of the agreement, Temasek,will receive SGD6bn ($4.4bn), which will be satisfied 50% in cash and 50% in new CapitaLand shares.

JP Morgan and WongPartnership are financial advisors and legal counsel to CapitaLand respectively. Allen & Gledhill is legal counsel to ASB.
 
Boyu Capital leads RMB1.8bn funding for Yimi Dida. (FS)
 
Chinese firm Boyu Capital has led a RMB1.8bn ($266m) Series D round for Shanghai Yimi Dida Supply Chain. Hopu Investment Management and tech-focused venture capital firm Source Code Capital also participated in the new round. Founded in 2015, Shanghai Yimi Dida Supply Chain Management develops logistics management systems.
 
Viacom in talks to sell majority stake in China operations.
 
Media giant Viacom is in talks to sell a majority stake in some of its China operations after running into difficulties trying to scale its business in the world's second-largest economy.

Viacom, which owns Paramount Pictures, MTV or Nickelodeon, has operated in China for more than two decades. The New York-based company in the last few months has had discussions about a stake sale with at least one Chinese entity.
 
AB InBev considers IPO of Asian Business.
 
AB InBev shares jumped 7.2%, the most since 2015, after information that the world's largest brewer is considering an IPO of its Asian operations as a way to unlock value after acquisitions left it with debt.

AB InBev may seek to value its entire Asian business at around $70bn. Deliberations are at an early stage, and AB InBev could opt against pursuing a transaction. One potential adviser on the IPO estimated the valuation of $40bn-$50bn for the business. 

The world's largest brewer has been looking to reduce borrowings following its purchase of SABMiller for more than $100bn in 2016. AB InBev shares fell 38% last year. Investors have been questioning AB InBev's strategy after its third-quarter results missed expectations and the company halved its dividend. Asia Pacific contributed $2.3bn of AB InBev's revenue in the quarter ended Sept. 30, accounting for 17% of global sales.

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