AMERICAS
Veritas Capital, a New York-based private-equity firm, and Evergreen Coast Capital, a private equity firm backed by Elliott, agreed to acquire Cubic, an American public transportation and defense corporation, for $2.8bn, including debt.
“Elliott believes this outstanding transaction maximizes value for Cubic’s shareholders, and we are pleased to have engaged constructively with the Company’s Board and management to reach this outcome. We look forward to partnering with Veritas and the Cubic team as we work through Cubic’s next phase of growth as a private company.” Jesse Cohn, Elliot Partner.
Cubic is advised by JP Morgan, Raymond James, Faegre Drinker Biddle & Reath, Sidley Austin, Morrow Sodali Global and Sloane & Company. Evergreen is advised by Gibson Dunn & Crutcher. Veritas is advised by Skadden Arps Slate Meagher & Flom and Sard Verbinnen & Co.
Gores Holdings VI, a special purpose acquisition company sponsored by an affiliate of The Gores Group, agreed to merge with Matterport, the spatial data company, in a $2.9bn deal. Upon closing of the proposed transaction, the combined company will be named "Matterport" and intends to remain listed on NASDAQ under the ticker symbol "MTTR."
"This marks our second business combination with a game-changing technology company, solidifying Gores' investment strategy around identifying and partnering with disruptive, category-defining companies with impressive track records, tremendous growth potential and strong leadership teams. Matterport represents all of those attributes and more," Mark Stone, The Gores Group Senior Managing Director.
Matterport is advised by Credit Suisse, Latham & Watkins and Orrick Herrington & Sutcliffe. Gores is advised by Deutsche Bank, Moelis & Co, Morgan Stanley, Weil Gotshal and Manges and Sard Verbinnen & Co.
Well Health, an omni-channel digital health company, agreed to acquire CRH Medical, a North American company focused on providing gastroenterologists throughout the United States, for $369m.
"This transaction is the logical next step for CRH as WELL adds CRH to its portfolio of healthcare-related businesses. Since joining the Company, my mandate has been to drive the value of CRH through organic and acquisitive growth, and the results of those efforts are reflected in the premium being paid to shareholders in this transaction," Tushar Ramani, CRH CEO.
CRH Medical is advised by Canaccord Genuity, Citigroup, Blake Cassels & Graydon and Skadden Arps Slate Meagher & Flom. Well Health is advised by CIBC World Markets, Eight Capital, HSBC, Stifel, Clark Wilson and Torys.
Drax Group, a British electrical power generation company, agreed to acquire Pinnacle Renewable Energy, the second-largest producer of industrial wood pellets in the world, for $580m.
"I am excited about this deal inwhich will reinforce Drax's position as the world's leading sustainable biomass generation and supply business, delivering against our strategy to increase self-supply, reduce our biomass production cost and create a long-term future for sustainable biomass. We expect to benefit greatly from Pinnacle's operational and commercial expertise, and I am looking forward to what we can achieve together," Will Gardiner, Drax CEO.
Pinnacle Renewable Energy is advised by CIBC World Markets, Scotiabank, Kirkland & Ellis and Stikeman Elliott. Drax Group is advised by RBC Capital Markets, Osler Hoskin & Harcourt and Slaughter & May.
Perceptive Advisors-backed Arya Sciences Acquisition III, a SPAC, agreed to merge Nautilus Biotechnology, a single-molecule protein analysis platform provider, in a $900m deal. In addition to the c. $150m provided by Arya III, a group of healthcare investors will provide c. $200m through PIPE investment. Investors in the PIPE include lead investor Perceptive Advisors, as well as RA Capital Management, Ally Bridge Group, Bain Capital Life Sciences, Franklin Templeton Investments, OrbiMed, Alyeska Investment Group, Casdin Capital and existing Nautilus Biotechnology shareholders including Andreessen Horowitz, Madrona Venture Group, and Vulcan Capital. Nautilus shareholders are expected to own 70% of the company.
“Our long-standing relationship with Perceptive Advisors, combined with a strong syndicate of other investors, make us confident that this transaction aligns well with our goals of unlocking what we believe to be a significant opportunity in biological science, and creating long-term shareholder value," Sujal Patel, Nautilus CEO.
Nautilius is advised by Cowen & Company, Morgan Stanley and Wilson Sonsini Goodrich & Rosati. Arya III is advised by Goldman Sachs, Jefferies & Company and Kirkland & Ellis.
Whole Earth Brands, a global platform of branded products and ingredients, completed the acquisition of Wholesome Sweeteners, a supplier of organic natural and unrefined sweeteners, from Falcon Investment and Arlon Group for $180m.
"Consumers are demanding more dietary options that enable healthier lifestyles, and Whole Earth Brands' business strategy is built on meeting those needs through our innovative product pipeline and global distribution network. Sweets are a joyful experience in cultures around the world, and consumers are demanding more sweetener options that fit within their individual health and dietary needs so that they can continue to enjoy life's everyday moments and the celebrations that bring us together. Whole Earth Brands is delivering on that expectation by becoming the leader in plant-based and alternative sweeteners around the world, and we are looking forward to integrating Wholesome and growing the world-class brands within our Whole Earth Brands platform," Irwin D. Simon, Whole Earth Brands Executive Chairman.
Wholesome Sweeteners was advised by Kirkland & Ellis. Whole Earth Brands was advised by Jefferies & Company, DLA Piper, ICR and Wyecomm. Debt financing was provided by TD Securities.
Tortoise Acquisition II, a SPAC, agreed to merge with Volta Industries, a provider of commerce-centric electric vehicle charging networks, in a $2bn deal. The transaction includes the $300m PIPE from investors BlackRock, Fidelity Management & Research Company, and Neuberger Berman Funds, and additional $345m of cash held in trust. Existing Volta shareholders will own 64% of the combined company.
"We have looked for an opportunity where our capital could be the catalyst to unlock the full potential of a high-growth business with a market-leading position, and have drawn upon our expertise in the EV-space. Volta is a clear leader in EV infrastructure with exceptional unit economics and a truly differentiated business model," Vince Cubbage, Tortoise Acquisition II CEO and Chairman.
Volta is advised by Goldman Sachs and Orrick Herrington & Sutcliffe. Tortoise is advised by Barclays, Goldman Sachs and Vinson & Elkins.
Lectra, a technology company headquartered in Paris, agreed to acquire Gerber Technology, a software company, from American Industrial Partners for $361m.
"It has been an honor to lead the transformation of Gerber Technology and create an efficient, comprehensive platform that enables our customers' digital transformation initiatives. Gerber Technology and Lectra share a long history of innovation and excellent customer service that, brought together, will create an even stronger company that provides best-in-class technology solutions and services to our customers globally," Mohit Uberoi, Gerber Technology CEO.
Lectra is advised by Lazard and Latham & Watkins. American Industrial Partners is advised by Goldman Sachs, Baker Botts, Gide Loyrette Nouel and Ropes & Gray.
Private equity firm Cinven agreed to invest in Drake Software, a provider of software for tax preparers. Financial terms were not disclosed.
"This is a truly outstanding opportunity for Cinven to invest behind a team that has not only built a product that is loved by its customers, but also has a well-established position in a stable market with a wide range of exciting growth prospects," Chris Good, Cinven Partner.
Drake Software is advised by Deloitte and Chambliss Bahner & Stophel. Cinven is advised by Ropes & Gray.
Abu Dhabi's state-owned investment fund Mubadala Capital agreed to acquire Landulpho Alves Refinery from Petrobras, a state-owned Brazilian multinational corporation in the petroleum industry, for $1.65bn.
The proposed transaction, which is subject to regulatory approval, is the first of Petrobras' planned refinery sales, equivalent to half of its 2.2m b/d of domestic refining capacity.
Petrobras is advised by Citigroup.
CorEnergy, a real estate investment trust company, agreed to acquire Crimson Midstream Holdings, a crude oil pipeline owner and operator, for $350m.
"Our combined ability to pursue additional opportunities leveraging Crimson's oil market relationships, together with CorEnergy's natural gas transmission assets, establishes a diversified foundation for future acquisition consideration," John Grier, Crimson Midstream Founder.
CorEnergy is advised by Evercore.
Morgan Stanley, Fidelity, T. Rowe Price and TPG's The Rise Fund led a $150m funding round in Rad Power Bikes, an e-bike maker, with participation from Durable Capital Partners and Vulcan Capital.
"Rad Power Bikes has built an operation with all the earmarks of a company that can be much larger over time. Their commitment to innovation and providing excellent customer service to their riders has resulted in a high referral rate. We recognize the opportunity that the company has and are excited about the company's prospects," Henry Ellenbogen, Durable Capital Partner.
Rad Power Bikes is advised by JP Morgan.
Georgian, a Canadian investment fund, led a $130m Series E round in Top Hat, an active learning courseware platform for higher education.
“Top Hat’s latest round of funding enables us to accelerate our transformation of the higher ed learning experience to deliver greater educational value to learners. I am confident that under the leadership of incoming CEO Joe Rohrlich, Top Hat will successfully lead the movement to redefine the higher ed value equation and better support learners to succeed inside and outside the classroom," Mike Silagadze, Top Hat Co-Founder and CEO.
Ontario Teachers' Pension Plan led a $100m Series C+ round in Pony.ai, an autonomous driving technology startup, with participation from Fidelity, 5Y Capital, ClearVue Partners and Eight Roads.
Pony.ai is aiming to build "level 4 autonomous cars," which are vehicles that can operate without any human oversight under certain conditions in predictable environments such as college campuses, small towns and industrial parks.
Clubhouse Media Group, an influencer-based marketing and media firm, completed the acquisition of Magiclytics, a revenue prediction software platform. Financial terms were not disclosed.
"Integrating our platform and team into the flourishing influencer model at Clubhouse Media creates enormous complementarity, and we are thrilled to come on board. Our AI engine has processed billions of social, demographic and financial data points in order to optimize virtually any influencer campaign. Simply put, we give brands meaningful insight into the ROI they can expect from an influencer before they part with a single penny," Wilfred Man, Magiclytics Founder and CEO.
DZS, a provider of telecommunications networking equipment, completed the acquisition of Optelian, a provider of optical networking solutions. Financial terms were not disclosed.
"After joining DZS in August of 2020, we established a playbook that began with the best talent, and quickly transitioned to technology, innovation and marquee customers around the world. The acquisition of Optelian will uniquely distinguish us from the traditional Edge Access Mobile and Broadband suppliers and accelerate our path forward with Tier 1 service providers in North America," Charlie Vogt, DZS CEO.
Seed Health, a microbial sciences company, agreed to acquire Auggi, a digital health company with a suite of artificial intelligence and machine learning technologies to track and analyze digestive health. Financial terms were not disclosed.
"We are excited that Seed Health will carry our vision forward, stewarding new applications of our technology to empower people with greater insights about their digestive health. We look forward to seeing our technologies enrich clinical research and improve human quality of life, which is so significantly impacted by gastrointestinal health," David Hachuel, Auggi Co-Founder.
Michael Klein-backed SPAC to raise IPO size to $1bn.
A blank-check firm backed by veteran Wall Street dealmaker Michael Klein raised its initial public offering size to $1bn from $300m, looking to tap into roaring investor interest in new offerings, Reuters reported.
Churchill Capital Corp VII is planning to sell 100m units priced at $10 each, up from its earlier plan of 30m units.
Citigroup, JP Morgan, Goldman Sachs and Bank of America Merrill Lynch are the underwriters for the offering.
Bumble boosts IPO target to $1.8bn.
Bumble, a dating app where women make the first move, is targeting to raise as much as $1.8bn from its US initial public offering after boosting the size of the deal, Bloomberg reported.
The company intents to sell 45m shares for $37 to $39 apiece. Bumble previously indicated it would look to sell 34.5m shares at $28 to $30.
The offering is being led by Goldman Sachs, Citigroup, Morgan Stanley and JP Morgan. Bumble plans to list its shares on the Nasdaq Global Select Market under the symbol BMBL.
JOFF Fintech Acquisition announces pricing of upsized $360m IPO.
JOFF Fintech Acquisition, a blank check company, announced the pricing of its upsized initial public offering of 36m units at $10.00 per unit.
Each unit consists of one share of the company’s Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of the company’s Class A common stock at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A common stock and warrants are expected to be listed on the Nasdaq Stock Market under the symbols “JOFF” and “JOFFW,” respectively.
RBC Capital Markets is acting as a sole book-running manager.
Elliott Management looks to raise more than $1bn for the vehicle. (FS)
Elliot Management, an American hedge fund, has been meeting with bankers to raise more than $1bn for a special purpose acquisition company.
The process is at an early stage and plans could change. Assuming Elliott moves forward, it could use the proceeds to buy a sizable company -potentially worth double-digit billions based on the targets similarly sized blank-check companies have agreed to combine with, WSJ reported.
USHG Acquisition files for $250m IPO.
USHG Acquisition, a blank-check company led by Danny Meyer, Shake Shack founder, filed to raise $250m in an initial public offering.
Meyer, the SPAC Chairman, and Adam Sokoloff, USHG CEO, join a horde of high-profile executives and investors in a record-shattering rush of SPAC listings. USHG plans to target culture-driven businesses for a possible merger. It intends to focus on industries including technology, e-commerce, food and beverage, health and retail, and consumer goods.
USHG’s offering is being led by Goldman Sachs and Piper Sandler. The company plans to list its units on the New York Stock Exchange under the symbol HUGSU.
EMEA
Renesas Electronics, a supplier of advanced semiconductor solutions, agreed to acquire Dialog Semiconductor, a provider of power management, charging, AC/DC power conversion, Wi-Fi and Bluetooth low energy technology, for $5.9bn.
"The transaction we announced today represents our next important step in catapulting Renesas' growth plan to achieve substantial strategic and financial benefits, following our previous acquisitions. Dialog has a strong culture of innovation along with excellent customer relationships and serves fast growing areas including IoT, industrial and automotive. By bringing Dialog's talented team and expertise into Renesas, together, we will accelerate innovation for customers and create sustainable value for our shareholders," Hidetoshi Shibata, Renesas President and CEO.
Dialog is advised by JP Morgan, Qatalyst Partners, Linklaters and FTI Consulting. Renesas is advised by Nomura, Covington & Burling and Nagashima Ohno & Tsunematsu.
A group of UK lawmakers is set to investigate Bain Capital's $738m acquisition of savings & retirement and protection businesses from LV=, an insurance company, according to Bloomberg.
Members of the parliamentary group are concerned about the impact the deal will have on the company's members, the insurance industry and competition in financial services siad Gareth Thomas, Labour MP for Harrow West and chair of the all-party parliamentary group for mutuals.
The group is inviting Alan Cook, LV= Chairman, and Mark Hartigan, LV= CEO, to give evidence. The inquiry will consider whether the company's proposals are good for policyholders, competition, and the business. Hartigan said he would be willing to talk and explain the deal rationale.
Bain is advised by Goldman Sachs, Norton Rose Fulbright, Weil Gotshal and Manges and Camarco. LV= is advised by Fenchurch Advisory Partners, Clifford Chance and FTI Consulting.
Akzo Nobel, a Dutch multinational company that creates paints and performance coatings, conceded to PPG Industries, a supplier of paints, coatings, and speciality materials, in the fight for Tikkurila, a manufacturer of paints and lacquers.
Previously, PPG topped the intial bid of Akzo Nobel, offering $1.8bn for the target. After this move, Akzo Nobel announced it would abandon the battle to pursue better strategic options for capital deployment.
Tikkurila is advised by SEB Corporate Finance and Hannes Snellman. PPG is advised by PJT Partners, DLA Piper and Wachtell Lipton Rosen & Katz.
Bally's, a provider of land-based gaming and interactive entertainment, completed the acquisition of SportCaller, a free-to-play game provider for sports betting and media companies. Financial terms were not disclosed.
"F2P products represent a core component of our interactive strategy to drive user acquisition to Bally's ecosystem. SportCaller offers unique products and I am confident that its pioneering platform and deep international expertise will significantly contribute to our growing interactive platforms," George Papanier, Bally's President and Chief Executive Officer.
SportsCaller is advised by Oakvale Capital, Maples Group and Red Knot Communications. Bally's is advised by Jones Day and Kekst CNC.
Suez, French water and waste management firm, announced the Nanterre Commercial Court had forbidden rival Veolia from making a hostile public offer filing.
On February 8, 2021 Veolia said it was going to launch a $13.6bn public offer for Suez's shares after failing to receive approval from the Suez board.
Arthur J. Gallagher, a global insurance brokerage, risk management and consulting services firm, completed the acquisition of The Bollington Wilson Group, a specialist UK insurance broker, from private equity firm Inflexion. Financial terms were not disclosed.
"Bollington Wilson has delivered impressive growth over the past three years. The management team, led by Paul Moors, has successfully integrated two businesses and then embarked on an ambitious buy-and-build strategy which led to Bollington Wilson becoming a real leader in the UK independent insurance brokerage space. We would like to wish Paul and his team all the best for their future growth," Simon Turner, Inflexion Managing Partner.
Private equity firm Great Hill Partners completed a £75m ($102m) investment in BigChange, a mobile workforce management technology company.
"Unlike niche players that focus on smaller customers and specific sub-verticals, Martin and his accomplished team have built a flexible, all-in-one platform for field service professionals and operators. BigChange's technology is differentiated not only by its ability to serve commercial and residential clients of nearly any scale or vertical, but also by its award-winning product development and customer service capabilities," Drew Loucks, Great Hill Partner.
Almeswak Dental Clinics explores a sale.
Saudi Arabia’s largest dental and dermatology care provider is weighing a range of strategic options, including a full or partial sale. Almeswak Dental Clinics' shareholders hired investment bank EFG Hermes to look at a variety of alternatives, including a sale or even an IPO, Bloomberg reported
The company could be valued at almost $1bn and has already attracted interest from regional players and international private equity firms.
Turkish Petroleum considers partners for $3.2bn gas project.
Turkish Petroleum, Turkey’s state-owned oil and gas company, weighs partnerships and plans to raise funding this year to carry out work on the biggest natural gas discovery in the Black Sea, Bloomberg reported.
Turkish Petroleum has made initial contact with several international oil firms, including some majors to produce gas from the offshore field jointly. The negotiations may not result in any ventures, and the Ankara-based company may go it alone.
The necessary capital investment to produce the gas and deliver it onshore is estimated to be about $3.2bn. Turkish Petroleum was allocated $1.9bn from the government’s 2021 budget. It isn’t clear how much of that will be earmarked for the Black Sea gas project.
Intesa to consider small acquisitions in wealth management sector.
Intesa Sanpaolo, Italy’s biggest banking group, may consider small deals in wealth management and private banking in Europe to strengthen some of its key activities, Bloomberg reported.
Milan-based Intesa could consider buying boutique operators, small players or teams of private bankers in locations where there are a lot of Italians, for example, Switzerland, according to Carlo Messina, Intesa Chief Executive Officer.
Messina is seeking to expand the bank’s more lucrative businesses including insurance, private banking and asset management to counter low margins from lending, while focusing on integrating UBI Banca, the smaller rival it bought last year. Intesa is also accelerating the cleanup of its balance sheet and improving asset quality by deploying a gain from its purchase of UBI.
M&G to invest $6.9bn in sustainable private assets via innovative new fund. (FS)
M&G, a London-based investment manager, announced that its With-Profits Fund is set to allocate up to $6.9bn into privately-owned enterprises working to create a more sustainable world.
Part of Prudential’s 5m UK customers' long-term savings will be directed into meeting the rising global demand for capital from innovative responsible enterprises that are currently underserved by providers of institutional finance. To implement this, M&G has created a new global investment team Catalyst. The beneficiaries of this latest strategy are clients in the Prudential With-Profits Fund, including PruFund.
APAC
Macquarie Infrastructure and Real Assets, an alternative asset manager, offered to acquire Vocus Group, a fibre network operator, for $2.6bn.
Vocus Group announced it is in the best interests of its shareholders to explore the potential for a transaction with MIRA, and allowed the bidder access its books for a review.
Vocus is advised by Credit Suisse and Allens.
IDG Capital and Trustbridge Partners led a $390m funding round in Fenbi Education, an online vocational education company, with participation from CPE, DCP, Kunyu Runyuan Zichan, Huasheng Capital, Hony Capital and China Venture Capital HRV.
The six-year-old company's businesses include civil service examination, public institution recruitment examination, teacher recruitment examination, postgraduate entrance examination, accounting, law examination, construction, open class, CET-4 and CET-6 and many other online education products.
Enphase Energy, a global energy management technology company, agreed to acquire the Solar Design Services business of DIN Engineering Services, a provider of outsourced proposal drawings and permit plan sets for residential solar installers in North America. Financial terms were not disclosed.
"We are pleased to join forces with the Solar Design Services business to be acquired from DIN Engineering Services. We look forward to welcoming DIN's current installers to Enphase upon close. We believe DIN's proposal and permit plan services will benefit Enphase's installers by enabling them to better utilize their limited resources to focus on other key areas of their business," Jeff McNeil, Enphase Energy COO.
Kenanga, a Malaysian financial services company, agreed to acquire a 19% stake in Tokenize, a cryptocurrency exchange operator. Financial terms were not disclosed.
Kenanga Investment group managing director Datuk Chay Wai Leong said in the statement the group has been building a digital ecosystem to offer its customers a wide spectrum of financial products and services, including digital assets.
SoftBank files for two SPACs to raise $630m. (FS)
SoftBank Group intends to raise as much as $630m via two more blank-check companies, capitalizing on record investor demand for the vehicles, DealStreetAsia reported.
The Tokyo-based technology conglomerate would create the SPACs less than two months after it filed to create a $525m blank-check company. SVF Investment 2 and 3, the new SoftBank vehicles, will target the same different technology areas, including mobile communications and artificial intelligence. Because the SPACs are different sizes, they can work with companies of different maturity.
Citigroup, UBS, Deutsche Bank, Cantor Fitzgerald and Mizuho Securities are advising on the listings.
mm2 Asia gets interest from Singapore investor. (FS)
A Singapore private equity investor is interested in investing in one of mm2 Asia's core businesses, the mainboard-listed entertainment group said in a Singapore Exchange filing.
mm2 Asia received a non-binding term sheet, expressing interest in a potential acquisition involving taking a minority stake in one of the group's core businesses.
Byton explores listing through SPAC deal.
Foxconn-backed Byton, a Chinese electric vehicle maker is in talks to go public through a merger with a special-purpose acquisition company. Byton, whose key shareholders also include China’s state-owned automaker FAW Group and EV battery maker CATL, is in talks with potential SPAC companies and investors about the listing and plans to go public as early as this year, Reuters reported.
As part of the agreement, Foxconn will invest $200m into the SUV research and production project and will help build supply chain for the EV production that aims to lower car manufacturing costs.
Hong Kong suggests tightening rules on stock and bond sales.
Hong Kong’s market regulator suggested toughening the rules for brokerages handling stock and bond sales to clamp down on inflated orders and the chase after higher fees in the Asian financial hub.
In a consultation for feedback from the financial industry, the Securities and Futures Commission, called on fixing syndicate memberships and fees at an earlier stage and limiting growth in discretionary fees over fixed payments. It proposed that at least one of the lead underwriters in an IPO should also act as a sponsor and be held legislatively responsible for due diligence to regulate costs and incentives, Bloomberg reported.
The move comes from a boom in the deals, stoked by an inflow of mainland Chinese cash and high-profile company listings.
