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AMERICAS
Twitter, an American microblogging and social networking service, announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the previously announced agreement for Twitter to be acquired by affiliates of Elon Musk for $44bn.
The expiration of the HSR waiting period occurred at 11:59 p.m. EDT on June 2, 2022, which was a condition to the closing of the pending transaction. Completion of the transaction is subject to the satisfaction of the remaining customary closing conditions, including approval by Twitter stockholders and the receipt of remaining applicable regulatory approvals.
Twitter is advised by Allen & Company, Goldman Sachs, JP Morgan, Simpson Thacher & Bartlett, Wilson Sonsini Goodrich & Rosati and Joele Frank. Financial advisors are advised by Sullivan & Cromwell. Elon Musk is advised by Bank of America, Barclays, Morgan Stanley, McDermott Will & Emery and Skadden Arps Slate Meagher & Flom. Debt financing is provided by BNP Paribas, Bank of America, Barclays, Mitsubishi UFJ Financial Group, Mizuho Securities, Morgan Stanley and Societe Generale. Debt providers are advised by Davis Polk & Wardwell.
Frontier Group, an American ultra low-cost carrier, agreed to pay a break-up fee of $250m in a bid to salvage its $7.3bn acquisition of Spirit Airlines, an ultra-low-cost carrier, that would create the fifth-largest US airline. JetBlue, a major American low cost airline, issued the statement regarding the amended Frontier-Spirit merger agreement.
JetBlue, which is locked in a takeover battle for Spirit with Frontier Group, has argued that a deal would help the companies better compete with the "Big Four" US airlines that control nearly 80% of the passenger market in the country, Reuters reported.
JetBlue is advised by Goldman Sachs and Shearman & Sterling. Debt financing to JetBlue is provided by Bank of America and Goldman Sachs. Frontier is advised by Citigroup, Latham & Watkins and Joele Frank. Citigroup is advised by Fried Frank Harris Shriver & Jacobson. Spirit is advised by Barclays, Morgan Stanley, Debevoise & Plimpton, Paul Weiss Rifkind Wharton & Garrison and Sard Verbinnen & Co. Barclays and Morgan Stanley are advised by Skadden Arps Slate Meagher & Flom and Sullivan & Cromwell.
Rogers Communications, a Canadian communications and media company, asked a tribunal to scrap Canada competition bureau's rejection to its $21bn purchase of Shaw Communications, a Canadian telecommunications company which provides telephone, Internet, television, and mobile services, arguing the merger would create more competition rather than stifle it, Reuters reported.
Rogers said the bureau had failed to quantify the reasons the proposed merger with Shaw would lessen competition, and any alleged competitive effects were outweighed by the "significant efficiencies the transaction will generate."
Shaw is advised by CIBC World Markets, TD Securities, Burnet Duckworth & Palmer, Davies Ward Phillips & Vineberg, Dentons and Wachtell Lipton Rosen & Katz. Rogers is advised by Bank of America, Barclays, Cravath Swaine & Moore, Goodmans and Torys. Financial advisors are advised by Osler Hoskin & Harcourt, Davis Polk & Wardwell, Latham & Watkins and McCarthy Tetrault.
Soo Kim, Standard General Founding Partner, is 'bewildered' by the growing federal scrutiny of Standard General's $5.4bn deal to buy Tegna, a TV broadcaster, Bloomberg reported.
"I'm bewildered because this deal does not create more concentration in the industry. It feels like we're going through more scrutiny than other mergers that actually increased concentration and didn't increase diversity," Soo Kim, Standard General Founding Partner.
Tegna is advised by Evercore, Greenhill & Co, JP Morgan, Covington & Burling, Sard Verbinnen & Co and Wachtell Lipton Rosen & Katz. Standard General is advised by Moelis & Co, RBC Capital Markets, Fried Frank Harris Shriver & Jacobson, Pillsbury Winthrop Shaw Pittman and Joele Frank. Debt financing is provided by RBC Capital Markets.
Gold Fields, a globally diversified gold producer, agreed to acquire Yamana Gold, a Canadian-based precious metals producer, for $6.7bn.
“Today we are announcing the acquisition by Gold Fields of Yamana, two companies with complementary portfolios, cultures and strategic priorities. The result is a combination with much greater capacity and potential value than the sum of its parts. Each company brings with it a unique set of skills and geological knowledge, enabling the Combined Group to enhance its assets more efficiently over the long-term than they could as separate companies," Chris Griffith, Gold Fields CEO.
Yamana Gold is advised by Canaccord Genuity, Scotiabank, Stifel, Cassels Brock & Blackwell, Paul Weiss Rifkind Wharton & Garrison and FTI Consulting. Gold Fields is advised by Bank of America, Fasken, Linklaters, Webber Wentzel and Brunswick Group.
Thomas H. Lee Partners, an American private equity firm, completed the merger of MHS, a global provider of material handling automation technology and systems integration, and Fortna, a software and solutions provider for warehouse and distribution. THL remains the majority owner of the combined company and Abu Dhabi Investment Authority acquired a significant minority stake. Financial terms were not disclosed.
“Fortna has been a trusted advisor driving competitive advantage for our clients as they build direct-to-consumer models, increase service levels, and enable a lower cost to serve. The combination with MHS will enable the model to scale with our clients globally and allow the combined company to drive further innovation in operating models, software, and automation," Rob McKeel, Fortna CEO.
Fortna was advised by Robert W Baird and Kirkland & Ellis. Material Handling Systems was advised by Morgan Stanley, RBC Capital Markets and Kirkland & Ellis. Debt financing was provided by JP Morgan. ADIA was advised by JP Morgan and Gibson Dunn & Crutcher. Thomas H. Lee was advised by Edelman.
Jamieson Wellness, a manufacturer, distributor and marketer of high-quality natural health products, agreed to acquire Nutrawise Health & Beauty, a manufacturer of health and wellness products, for $210m.
“This transaction is a major strategic milestone for Jamieson, accelerating our expansion in the world’s largest vitamin, mineral and supplement market. Youtheory’s co-founders Darren and Patty Rude have built a remarkable company and brand that is highly complementary to our existing portfolio and perfectly aligned with our commitment to providing consumers with high-quality products they can trust. The transaction is immediately accretive to Jamieson, and we see significant opportunities for future growth synergies as we leverage our broad product portfolio, best-in-class operational capabilities and global footprint to accelerate youtheory’s expansion across multiple categories and channels in the United States and around the world," Mike Pilato, Jamieson Wellness President and CEO.
Nutrawise Health is advised by William Hood and Company, Greenberg Glusker and Bowen Tax Law. Jamieson Wellness is advised by BMO Capital Markets, RBC Capital Markets, McCarthy Tetrault, Paul Weiss Rifkind Wharton & Garrison and Ernst & Young.
Oracle, an American multinational computer technology corporation, has secured unconditional EU antitrust clearance for its $28.3bn acquisition of Cerner, a provider of digital information systems, Reuters reported.
The acquisition would give the company access to a trove of data and could increase the number of healthcare clients to its cloud platform.
Oracle is advised by Hogan Lovells. Cerner is advised by Centerview Partners, Goldman Sachs, Clifford Chance and Latham & Watkins. Centerview Partners and Goldman Sachs are advised by Fried Frank Harris Shriver & Jacobson.
PotlatchDeltic, an American diversified forest products company, agreed to merge with CatchMark Timber Trust, a real estate investment trust. Financial terms were not disclosed.
“We are excited about growing shareholder value by combining PotlatchDeltic and CatchMark. With CatchMark, we gain significant scale in three states and diversify our timberland holdings into some of the strongest markets in the US South. In addition, the location of CatchMark’s land near large population centers provides attractive rural real estate sales opportunities. PotlatchDeltic will retain a strong balance sheet and liquidity after the merger is completed, providing a platform for continued growth. We also remain committed to responsible environmental, social, and governance strategies," Eric J. Cremers, PotlatchDeltic President and CEO.
CatchMark is advised by Stifel and King & Spalding. PotlatchDeltic is advised by Bank of America and Perkins Coie. Bank of America is advised by Sullivan & Cromwell.
Bristol Myers Squibb to acquire Turning Point Therapeutics for $4.1bn.
Bristol Myers Squibb, an American multinational pharmaceutical company, agreed to acquire Turning Point Therapeutics, a clinical-stage precision oncology company, for $4.1bn.
"The acquisition of Turning Point Therapeutics further broadens our leading oncology franchise by adding a best-in-class, late-stage precision oncology asset. With this transaction, we are continuing our strong track record of strategic business development to further enhance our growth profile," Giovanni Caforio, Bristol Myers Squibb Chairman and CEO.
Bristol Myers Squibb is advised by Gordon Dyal & Co and Kirkland & Ellis. Turning Point Therapeutics is advised by Goldman Sachs and Cooley.
Diodes, a manufacturer and supplier of application-specific products, completed the acquisition of the Maine fabrication facility of onsemi, a supplier of power and analog semiconductors. Financial terms were not disclosed.
“We are pleased to successfully complete this transaction, which aligns with our strategic objective for significant revenue and gross profit dollar growth over the next several years," Keh-Shew Lu, Diodes Chairman, President and CEO.
Diodes was advised by Shearman & Sterling and Shelton Group. onsemi was advised by Morrison & Foerster.
Blue Water, a California-based hedge fund manager, and ARCH Venture, a venture capital firm, led a $85m Series C funding round in Vizgen, a biotech company that develops solutions for next-generation spatially resolved, single-cell transcriptomics, with participation from Sofina, Northpond Ventures, Tao Capital Partners and Novalis LifeSciences.
"Single-cell spatial genomics is a true game-changer in how we are able to understand complex biological systems and it is incredibly gratifying to see how the research community is embracing our ground-breaking MERSCOPE platform for unparalleled genomics insights, accelerating biological research and discovery. Today's financing news is a testament to the power and potential of Vizgen's industry leading spatial genomics technology and we are still only at the cusp of what we can provide our customers in our quest to improve human health," Terry Lo, Vizgen President and CEO.
Vizgen was advised by MacDougall.
GALLS, a military and law enforcement apparel retailer, completed the acquisition of US Patriot Tactical, an apparel retailer. Financial terms were not disclosed.
“After decades of successfully servicing the Public Safety sector, GALLS entered the Military individual market in 2017. The recent acquisition of US Patriot Tactical will give us a combined 77 years of experience serving Public Safety and US Military professionals. GALLS and USP will have the premier sales and service capabilities in the industry," Mike Fadden, GALLS CEO.
US Patriot Tactical was advised by Houlihan Lokey.
CRH, an international group of diversified building materials businesses, agreed to acquire Barrette Outdoor Living, a manufacturer of wood-alternative fence and railing products, from private equity firms Caisse de depot et placement du Quebec and TorQuest Partners for $1.9bn.
"Barrette is an excellent addition to CRH. Our Architectural Products business has been one of our fastest growing businesses in recent years and the acquisition of Barrette complements and enhances our existing offering of sustainable outdoor living solutions in North America. It also demonstrates the continued execution of our integrated solutions strategy to create further value for our customers, our business and our shareholders. We welcome the Barrette team to CRH and look forward to working with them on the next phase of our growth and development," Albert Manifold, CRH CEO.
Accrete Health Partners, a strategic holding company that aligns, expands and synergizes digital health services, investments and partnerships, completed the acquisitions of Nordic Consulting, a global health and technology consulting company, from Silversmith Capital, a pirvate equity firm. Financial terms were not disclosed.
"With the health care industry on the edge of a major transformation, our clients require partners who can anticipate industry trends and adapt to their changing needs. This deal will help us bring our clients innovative solutions at a faster pace and grow our world-class team, so we can better serve them as they navigate the increasingly complex health care industry. We've seen incredible momentum in 2021, and we're excited about continuing that growth as part of Accrete's portfolio," Jim Costanzo, Nordic Consulting CEO.
Sycamore, Franchise Group submits bids for Kohl’s.
Kohl's received takeover bids from private-equity firm Sycamore Partners and retail holding company Franchise Group.
Sycamore's bid values the Wisconsin department-store chain in the mid-$50s a share, while Franchise Group offered around $60, equating to around $7bn or $8bn.
Other details of the bids for Kohl's, which has been entertaining takeover interest for months, couldn't be learned, including whether anyone else submitted one. The Kohl's board is expected to meet to review the bids in the coming days. There are no guarantees Kohl's will be receptive to a deal or that one will come together. Should a deal come together, it would likely still be several weeks away, WSJ reported.
Localiza, Unidas in talks for $730m asset sale to Brookfield. (FS)
Brazil’s Localiza Rent a Car said it was in talks to sell about $730m of assets to an investment fund managed by Brookfield Asset Management.
Asset sales are a requirement of Localiza’s tie-up agreement with rival Unidas, formally known as Companhia de Locacao das Americas. Brazil’s antitrust regulator approved the tie-up late in 2021, but demanded the companies divest assets including the Unidas brand to avoid dominating the market, Reuters reported.
“As it is a competitive process, the companies are also negotiating with other interested parties. Up to this date, there is no binding document signed with any of the interested parties,” Localiza.
Pfizer to exit GSK consumer health joint venture after London listing.
Pfizer plans to sell its 32% stake in Haleon, its consumer health venture with British drugmaker GSK, after the business lists as an independent company in July.
GSK is spinning off Haleon, which makes Sensodyne toothpaste and Advil painkillers, so it can focus on vaccines and prescription drugs. GSK rejected a $63bn offer for Haleon last year, saying it undervalued the firm.
Pfizer has previously indicated it wanted to sell its stake in Haleon but GSK, which owns 68% of the world's biggest consumer health business, said in February that the US drugmaker would keep its stake after a flotation, Reuters reported.
Cerberus said to mull a $1bn sale of Closure Systems.
Cerberus Capital Management, a private equity firm, is considering options, including a sale of Closure Systems International that could value the packaging company at more than $1bn.
The business is likely to draw interest from other packaging groups and private equity firms. CSI is the latest sponsor-backed packaging deal to come to market this year as private equity firms take advantage of high valuations aided by increased consumption, Bloomberg reported.
EMEA
EPI Group, an investment and luxury goods company, completed the acquisition of Isole & Olena, a winery. Financial terms were not disclosed.
“We did the closing in Milan late last night. It has been a long negotiation with Paolo—it took two and a half years. We wanted to be in Chianti Classico. It’s doing very well and now we will have Brunello, Chianti Classico and a super Tuscan. It’s a strategic move and we’re very happy," Giampiero Bertolini, Isole & Olena CEO.
Isole & Olena was advised by KON Group and Pavia e Ansaldo Studio Legale. EPI was advised by Credit Agricole, LCA Studio Legale and Brunswick Group.
H.I.G. Capital, a private equity firm, completed the acquisition of EYSA Group, a mobility solutions provider, from Portobello Capital, a mid-market private equity firm in Spain, for €200m ($215m).
“The EYSA team is excited about the partnership with H.I.G. which provides the Company with commitment to the Spanish market as well as expertise to help expand internationally. EYSA is a success story in Spain and through partnership with H.I.G., we are confident to be able to achieve further growth locally and abroad," Javier Delgado, EYSA CEO.
EYSA was advised by Stifel. H.I.G. Capital was advised by Mediobanca and Herbert Smith Freehills. Portobello Capital was advised by Jones Day.
Sowind Group management completed the acquisition of Sowind Group, a Swiss haute horlogerie company, from Kering, a luxury group. Financial terms are not disclosed.
"The extensive work carried out by the Group in recent years at Girard-Perregaux and Ulysse Nardin has laid the foundations for sustainable growth. Kering has demonstrated its ability to secure the conditions for the long-term development of entities leaving the Group, in the interest of their employees, partners, customers and local communities," Jean-François Palus, Kering Managing Director.
Sowind Group was advised by Latham & Watkins. Kering was advised by Homburger.
AGROFERTl, a specialty chemicals and fertilizers, offered to acquire the nitrogen business of Borealis, a provider of advanced and circular polyolefin solutions, for $868m.
By adding Borealis’ production assets in Austria, Germany and France as well as a comprehensive sales and distribution network utilising the Danube River, this business combination would well complement AGROFERT’s existing capabilities in serving its customers across Europe. Borealis will initiate mandatory information and consultation procedures with employee representatives shortly. The transaction is also subject to certain closing conditions and regulatory approvals, with closing expected for the second half of 2022.
Borealis was advised by Barclays.
Public Investment Fund, a Saudi Arabia's sovereign wealth fund, agreed to acquire a 23.97% stake in Capital Bank of Jordan for $185m.
The investment contributes to the Capital Bank Group initiative of positively impacting the Jordanian economy, and highlights the growth prospects that the Bank offers, especially given the Group's solid position in terms of equity.
Interholding, an insurance services provider, agreed to acquire a 50.1% stake in the Russian operations of Allianz, a financial services provider. Financial terms were not disclosed.
The agreement, which follows Allianz’s decision to scale back operations in Russia, is aimed at ensuring continuity for clients and employees.
ADNOC weighs £5bn bid for Motor Fuel Group.
Abu Dhabi National Oil Company, one of the world's biggest oil producers is contemplating a multibillion-pound takeover bid for Motor Fuel Group, Britain’s biggest independent petrol station operator.
ADNOC is lining up bankers to work on a potential offer for MFG, which has been put up for sale with a price tag of about £5bn ($6.2bn).
ADNOC is preparing to hire JP Morgan to advise it on its interest in the UK company, Sky News reported.
Asterion considers a $429m bid for Irideos. (FS)
Asterion Industrial Partners, a private equity firm, is considering a $429m bid for network and service provider Irideos.
Irideos also has received binding offers from two other investment firms. Irideos is controlled by the Italian infrastructure fund F2i Sgr, Bloomberg reported.
Aperam is considering a merger with Acerinox.
Aperam, the stainless steel producer spun off from ArcelorMittal, is considering a merger with Spanish rival Acerinox.
The companies are working with advisers as they explore a potential deal. Any combination would require the backing of the Mittal family, which controls about 40% of Aperam, as well as Spain’s March family, which is the biggest shareholder in Acerinox with 18% through an investment vehicle.
A deal between Aperam, which was separated from ArcelorMittal in 2011, and Acerinox is likely to draw regulatory scrutiny as the two firms are among the largest stainless steelmakers in Europe. No final decisions have been made and talks could still fall apart, Bloomberg reported.
Borouge raises $2bn in the IPO.
Borouge, a chemicals joint venture between the United Arab Emirates’ main oil company ADNOC and Borealis, surged in its trading debut after raising $2bn in Abu Dhabi’s biggest listing.
The shares rose as much as 20% to $0.8, valuing Borouge at just over $24bn. The shares were priced at $0.66 each.
The IPO attracted $83bn of orders in the latest sign of strong demand for listings in the region. It drew interest from the likes of BlackRock and Fidelity. Seven cornerstone investors agreed to subscribe for $570m worth of shares, including Gautam Adani, Bloomberg reported.
APAC
L Catterton led a $50m Series D round in SUGAR Cosmetics, a cosmetics retailer, with participation from A91 Partners, Elevation Capital, and India Quotient.
"We have been impressed with how SUGAR has sustained its momentum of rapid growth across online and offline channels while maintaining healthy operating metrics. We look forward to partnering with the company to thoughtfully unlock international exposure and drive further growth, leveraging our experience of working with over 20 beauty and personal care companies in L Catterton's portfolio across the Americas, Europe, and Asia," Anjana Sasidharan, L Catterton Asia Managing Director.
L Catterton was advised by Adfactors PR and Joele Frank.
Traveloka nears a $200m funding after SPAC talks fail.
Traveloka, Southeast Asia’s biggest online travel startup, is close to raising more than $200m from investors after ending talks to go public via a merger with a blank-check company last year.
The Jakarta-based firm is pulling in fresh funds after its board decided not to pursue a listing via Bridgetown Holdings, a special purpose acquisition company backed by billionaires Richard Li and Peter Thiel.
Traveloka, backed by investors including GIC and Expedia Group, is aiming for an initial public offering in the US this year but the location and time could still change, Bloomberg reported.
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