EMEA
GIP sold stakes in Terminal Investment to MSC & GIC. (FS)
MSC Mediterranean Shipping Company increased its majority stake in Terminal Investment, the sixth largest container terminal operator in the world, to 60%, following a deal with Global Infrastructure Partners and other co-investors. Additionally, GIC, Singaporean sovereign wealth fund, acquired a 10% stake in Terminal Investment. TIL has a globally diversified portfolio that handles the container volumes of the MSC and other third parties including Maersk. Financial terms were not disclosed.
Ang Eng Seng, Chief Investment Officer of Infrastructure at GIC, said: "We are pleased to invest in TIL, given its strong business alignment with its majority shareholder, MSC, and attractive growth potential from its pipeline of both existing and new terminals. We expect TIL to be well-placed to benefit from the increasing demand for containerized goods as the global middle class and manufacturing outsourcing continue to expand. As a long-term investor, we look forward to partnering with MSC, TIL's management and GIP to support the future growth of the company."
Citigroup and Herbert Smith Freehills advised GIC.
TGS-NOPEC Geophysical Company agreed to acquire Spectrum, creating a leading provider of 2D and 3D seismic data, in a merger valued at $422m.
Spectrum shareholders will receive 0.28x ordinary shares of TGS for each Spectrum share, in addition to a cash consideration of $0.27 multiplied by the Exchange Ratio. Exchange Ratio and the cash consideration imply a transaction share price of Spectrum of NOK61.9 ($7.16) per share, representing 10.2% premium to Spectrum closing price on May 2, 2019, corresponding to a market capitalization of NOK3.7bn ($422m).
"The strategic combination of TGS and Spectrum will form a stronger and better company with a world-class data library, people and opportunities. We look forward to joining forces with TGS. There are strong strategic benefits from combining the companies, and we believe we can enhance our growth as part of a larger combined company," stated Rune Eng, President & Chief Executive Officer of Spectrum.
Clarksons Platou Securities and Wiersholm advised Spectrum. Carnegie and Schjødt advised TGS.
JBT Corporation, a global technology solutions provider to high-value segments of the food & beverage industry, to acquire Proseal UK, a leading provider of tray sealing technology for the food industry. The purchase price is £220m ($284m), before customary post-closing adjustments. Closing is expected in the second quarter of 2019 and is subject to regulatory approvals.
"The acquisition of Proseal represents an important expansion of JBT's capabilities, adding significantly to our end-of-line market position and advancing our strategy of providing full-line customer solutions," stated Tom Giacomini, JBT's Chairman, President, and Chief Executive Officer. "Moreover, we believe Proseal's technology affords growth opportunities around the globe."
Checkout raised $230m in Series A led by Insight Partners and DST Global. (FS)
Checkout, the global payment solutions provider, raised $230m in Europe's largest fintech Series A round ever, and globally the third largest fintech Series A round of all time. The financing round was led by Insight Partners and DST Global with participation from GIC, Blossom Capital, Endeavor Catalyst and other strategic investors.
Tom Stafford, Managing Partner, DST Global, said: "Payments are a critical component of any online business. With the digital payments market expected to grow to $6tr by 2021, we believe Checkout can expand rapidly through its technology-driven and customer-centric payments solution. We are delighted to partner with Guillaume and the team."
FT Partners and Wilson Sonsini Goodrich & Rosati advised Checkout.
According to Financial Times, the alliance between German ThyssenKrupp and Indian Tata Steel, which would create Europe's second-largest steel producer, is very likely to be blocked by European Union unless the companies offer more significant concessions.
EU antitrust regulators are concerned that the 50:50 joint venture would lead to less choice and higher prices for steel used in the car industry, electrical products, and coated steel used for food packaging and aerosol cans.
Tata is advised by Ernst & Young, ALRUD, Bredin Prat, De Brauw Blackstone Westbroek, Hengeler Mueller, and Slaughter & May. Thyssenkrupp is advised by Ramboll, Chestnut Corporate Finance, Deutsche Bank, Ernst & Young, Goldman Sachs, JP Morgan, Macquarie Group, Linklaters, and Finsbury.
Bushveld Minerals, a low cost, vertically integrated primary vanadium producer, acquired Vanchem Plant from Duferco, a steel products and raw materials provider, for $68m. The Vanchem Plant is a primary vanadium producing facility with a beneficiation plant capable of producing various vanadium oxides, ferrovanadium and vanadium chemicals.
Fortune Mojapelo, CEO of Bushveld Minerals, commented: "It is with great pleasure that we announce another transformative acquisition for Bushveld Minerals and its shareholders. True to our previously stated goals, we are pleased to conditionally acquire another brownfield operating asset on South Africa's Bushveld Complex, to cement our position as one of the leading vanadium producers globally and setting us on the path to achieving our 10,000 mtV per annum production capacity target."
Alternative Resource Capital, BMO Capital Markets, SP Angel Corporate Finance, Brunswick Group, and Tavistock Communications advised Bushveld Minerals.
F2i bid for Telecom Italia unit Persidera. (FS)
According to Reuters, infrastructure fund F2i made a binding offer, worth €240-250m ($269-280m), for Telecom Italia's broadcasting unit Persidera. Persidera is owned by Telecom Italia, which holds a 70% stake, and Italian publisher Gedi, which controls a 30% stake.
Extended deadline for Alitalia bids.
Italian government extended a deadline to submit bids for the ailing carrier Alitalia to June 15. The decision followed a request from Italy's state railway group Ferrovie dello Stato, which is one of the companies who said are willing to contribute to the rescue plan. The current deadline had expired at the end of April.
Louis Dreyfus weights stake sale to a regional company.
Louis Dreyfus Co, one of the world's most prominent agricultural commodities merchant, may consider selling a stake to a regional player to support its development. However, there are no specific plans to do so. Selling a stake could potentially open up the family-controlled business to outside capital for the first time in its 168-year history.
Siemens considers Gas and Power unit disposal.
According to Reuters, German conglomerate Siemens is considering options for its Gas and Power business, carving out all or part of the unit to prepare it for a potential listing or a merger with another company.
Siemens' supervisory board may decide on a potential divestiture on Tuesday and could present the plans at the company's capital markets day on Wednesday. Gas and Power unit's gas turbines business experienced orders slump as utilities shift toward renewable energy sources.
Elliott urged Whitbread to sell part of its £5.8bn property portfolio. (FS)
According to the Sunday Telegraph, Elliott Management became angry with Whitbread strategy of owning Premier Inn hotels directly and wants the company to dispose parts of its £5.8bn ($7.7bn) property portfolio.
The activist investor believes Whitbread's strategy is "depressing" the company's share price, which leaves it open to a cut-price hostile takeover. Elliott wanted Whitbread to sell 10-15% of its hotel portfolio and "continue to be open-minded about the rest".
AMERICAS
In the latest twist of one of the most complex hostile takeovers in recent history, Occidental has agreed to sell Anadarko's Africa assets to Total for $8.8bn, should its bid succeed. Occidental $57bn offer is competing against Chevron $55bn proposal.
Occidental hopes that the deal will help win the support of dissident shareholders, some of which voiced concerns over material premium vs. Chevron bid (20%), execution risks and high leverage it would need to incur to complete the transaction. The financing package includes a $10bn commitment from Warren Buffett's Berkshire Hathaway.
According to Bloomberg, activist investor Carl Icahn built a small position in Occidental Petroleum but hasn't yet decided whether to push for changes at the company. The billionaire would like to see Occidental's bid for Anadarko go to a shareholder vote if it's accepted.
Evercore, Goldman Sachs, Vinson & Elkins, and Wachtell Lipton Rosen & Katz are advising Anadarko. Credit Suisse and Paul Weiss Rifkind Wharton & Garrison are advising Chevron. Bank of America Merrill Lynch, Citigroup, and Cravath Swaine & Moore are advising Occidental.
"This is a very exciting transaction for Sinclair to be able to acquire highly complementary assets," commented Chris Ripley, President and CEO of Sinclair. "While consumer viewing habits have shifted, the tradition of watching live sports and news remains ingrained in our culture. As one of the largest local news producers in the country and an experienced producer of sports content, we are ideally positioned to transfer our skills to deliver and expand our focus on greater premium sports programming."
Guggenheim Securities, Deutsche Bank, RBC Capital Markets, Pursuit Advisors, Moelis & Co, Fried Frank Harris Shriver & Jacobson, Pillsbury Winthrop Shaw Pittman, Latham & Watkins, and Thomas & Libowitz advised Sinclair. Allen & Company, JP Morgan, Cravath Swaine & Moore and Covington & Burling advised Disney. JP Morgan, Deutsche Bank, Royal Bank of Canada, BofA Merrill Lynch provided committed debt financing.
Capital Power agreed to acquire Goreway Power Station Holdings, which owns the Goreway Power Station, an 875MW natural gas combined cycle generation facility jointly owned by JERA and Toyota Tsusho, for $387m in total cash consideration and the assumption of $590m debt. The Acquisition is expected to close in the second quarter of 2019 and is subject to regulatory approvals and other customary closing conditions.
"The Goreway facility is an excellent strategic fit to our growth plans given its size, excellent operating history, location, and remaining contract term to 2029," said Brian Vaasjo, President and CEO of Capital Power. "It leverages our significant operating capability and, in combination with our other Ontario natural gas assets, it will provide operating and market synergies over time. With its strategic location in the Greater Toronto Area load center and the flexibility it can provide, the Goreway facility is an important asset in Ontario's electric system."
"This transaction further establishes TE as a sensor technology leader for the medical market. Our existing sensor product offering, coupled with Alpha Technics' reputation and solutions, positions TE with a broad range of innovative, proven products and technologies to serve this demanding, high-growth space. We look forward to welcoming Alpha Technics' talented team to TE," said John Mitchell, senior vice president, and general manager of TE sensors business.
Intercontinental Exchange, an operator of global exchanges and clearing houses and provider of data and listings services, agreed to acquire Simplifile, operator of the network connecting the agents and jurisdictions that underpin national mortgage records, for $335m. The transaction is expected to close in the third quarter of this year.
"By connecting lenders, settlement agents, and counties through a robust network, Simplifile will enhance ICE's efforts to further streamline a legacy process ripe for innovation," said Chris McEntee, President of ICE Mortgage Services.
Meridian Bioscience, a provider of diagnostic testing solutions and life science raw materials, acquired the business of GenePOC, a Quebec, Canada-based provider of molecular diagnostic instruments and assays, from Debiopharm for up to $120m.
Jack Kenny, Chief Executive Officer, commented: "This is a critical element of our strategy to re-position our Diagnostics business for sustainable long-term growth. GenePOC's revogeneTM platform is an excellent fit for our customers and strategy to offer gastrointestinal-focused and other targeted diagnostic solutions to meet the diverse needs of today's more complex health care system. We welcome the GenePOC team to the Meridian family and look forward to leveraging Meridian's strong and established commercial infrastructure to offer revogeneTM and its menu of assays to our current and new customers."
Outcome Capital advised GenePOC. PNC Financial Services provided debt for Meridian Bioscience.
Hansen Technologies, a global leader in billing, data management and customer care, agreed to acquire Sigma Systems, a global leader in catalog-driven software solutions for communications, media, and high-tech companies, for $117m.
"It's with great enthusiasm that I welcome Sigma Systems to the Hansen Technologies Group. The acquisition represents a strategic move to enhance our value proposition to the telecom, pay-tv and energy verticals.", Andrew Hansen, Hansen Technologies CEO.
RBC Capital Markets advised Hansen Technologies.
McCain Foods, the global leader in frozen french fries and potato specialties, acquired 70% of Sérya, a Brazilian food company which operates in the pre-formed potato specialty market. The remaining shares of Sérya are held by Brazilian cheese bread maker Forno de Minas, in which McCain acquired a 49% stake in March 2018. Financial terms were not disclosed.
"Brazil currently reports as the 5th largest market in the world for frozen french fries, with broad potential to become the third largest market by 2021", said Aluizo Neto, Managing Director of McCain in Brazil, who from now on will also lead Sérya's operations.
Verizon wants to sell Tumblr.
According to WSJ, Verizon Communications is looking for a buyer for blogging website Tumblr as it tries to steady a media business that has struggled to meet revenue targets. However, the sale process is still ongoing and may not result in any transaction.
The business, previously known as Oath, is home to over 50 websites and online services, including HuffPost, TechCrunch, and Tumblr, acquired when Verizon bought Yahoo in 2017 and AOL in 2015.
Berkshire Hathaway invested in Amazon.
One of Berkshire Hathaway's investment managers, Todd Combs or Ted Weschler, bought shares of internet retailing giant Amazon for the first time. All details would be disclosed later this month in 'Berkshire's quarterly report of its US stock holdings.
"Yeah, I've been a fan, and I've been an idiot for not buying," said Warren Buffett.
The Amazon shares further cement the relationship between Berkshire and Amazon.
Berkshire is a partner with Jeff Bezos' company and JP Morgan in a health venture. The firms are setting up an independent company to offer health-care services to their US employees more transparently and at a lower cost.
Caixa wants to draw two additional partners into the insurance business.
Brazil's state-owned lender Caixa is looking for at least two more partners for its insurance unit Caixa Seguridade before listing the company by September. Last year, Caixa's Seguridade and France's CNP Assurances created a joint venture to sell life insurance products in the bank's more than 4k branches. CNP agreed to pay BRL4.7bn ($1.2bn) for a 40% stake in the business.
Caixa CEO Pedro Guimarães expects to lure other new partners for Caixa Seguridade for home and auto insurance policies. The bank is expected to invite investors for a bidding process next week.
APAC
QIC Private Capital raised an offer for Superloop, the telecommunications infrastructure company, to AUD494m ($346m).
The investment manager raised its proposal to AUD1.95 ($1.37) per share from AUD1.90 ($1.33) it offered at the start of April. The offer marks a 7.7% premium to Superloop's last close. The revised offer gives Superloop shareholders an option to receive the consideration fully in cash, or partially in cash and scrip of the newly formed unlisted entity.
BofA Merrill Lynch and Gilbert + Tobin advise Superloop.
Mitsui & Co made a strategic minority investment in Axiata Digital Services, the digital services arm of Axiata Group. The investment establishes a pre-money enterprise value of $500m for the core digital businesses of Axiata Digital.
"As an expansion of our strategic partnership with Axiata, we are very excited about this investment in Axiata Digital which follows our earlier investment in Smart Axiata in Cambodia, the country's largest mobile telecom operator. By enhancing close collaboration between Axiata Digital and Mitsui, we are confident that we can support our partners and customers to create new value and accelerate their digital transformation in various industries," said Masahiro Moriyasu, Managing Officer, COO of the IT & Communications Business Unit at Mitsui.
Indonesian integrated media company Media Nusantara Citra invested an undisclosed amount in lieu of equity in iflix, Southeast 'Asia's digital entertainment service, a company similar to Netflix. The strategic partnership will significantly enhance iflix content programming mix.
David Fernando Audy, CEO of MNC, said, "MNC has always looked for ways to monetize our content and we are delighted to partake in the fast-growing pie of digital monetization by partnering with iflix. At the same time, we also chose to invest equity in iflix because we believe that the company will grow significantly in the near future".
Asia Healthcare Holdings, a healthcare operating platform founded by TPG Growth, agreed to acquire Nova IVI Fertility, operator of India's second most extensive network of IVF centers.
"Nova is well positioned to be a leader in IVF & fertility care with its best-in-class clinical capabilities and brand pull among clinician and patient community. This acquisition strengthens our thesis of establishing AHH as a leader in building a scaled, transformative and integrated single specialty healthcare platform" said Ankur Thadani, TPG.
Possible $100bn SoftBank's Vision Fund IPO.
According to WSJ, SoftBank Group is considering fundraising plans, including an IPO of its $100bn Vision Fund, which was set up in 2017 and quickly became one of the primary funding vehicles for technology companies around the world, and the launch of a second fund of at least that size, as it plans to take advantage of an exploding startup scene.
Additionally, SoftBank is negotiating with the Sultanate of Oman for an investment of several billion dollars in Vision Fund, which raised nearly all its cash from Saudi Arabia and Abu Dhabi.
Shell looking for $1bn exit from the LNG project.
According to Reuters, Royal Dutch Shell wants to sell its stake in Indonesian $15bn Abadi liquefied natural gas project, which will continue an asset disposal program that raised more than $30bn.
Jet Airways staff consider bankruptcy proceedings after no bids. (FS)
According to Reuters, the likelihood that the company will face bankruptcy proceedings increased after potential bidders for Jet Airways have so far failed to show any substantial interest in bailing out the struggling airline. On April 17 Jet was forced to stop flights after its lenders declined to extend funds to keep the carrier going. Employees, who have not been paid for months, plan to take the airline to bankruptcy court, a process allowed under Indian law.
The report says that three of the four qualified bidders: Etihad Airways, TPG Capital and Indigo Partners, had not signed the non-disclosure agreements necessary for conducting due diligence.
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