AMERICAS
Rogers Communications, a Canadian communications and media company, agreed to acquire Shaw Communications, a Canadian telecommunications company which provides telephone, Internet, television, and mobile services, for $21bn.
"Today's announcement brings two iconic Canadian family-founded businesses together with the expertise, combined assets, and scale to deliver the next generation of telecommunications to Canadian consumers and businesses. This is a transformational combination; and extends our company's long legacy of innovation, entrepreneurship, and dedication to world-class service for decades to come," Edward Rogers, Rogers Communications Chairman.
Shaw Communications is advised by CIBC World Markets, TD Securities, Burnet Duckworth & Palmer, Davies Ward Phillips & Vineberg, Dentons and Wachtell Lipton Rosen & Katz. Rogers Communications is advised by Bank of America Merrill Lynch, Barclays, Goodmans and Torys.
Investment firms Blackstone Real Estate Partners and Starwood Capital Group agreed to acquire Extended Stay America, the operator of an economy apartment hotel chain in the United States and Canada, for $6bn.
"Travel and leisure is one of Blackstone's highest conviction investment themes, and we have confidence in the extended-stay model. We helped create this company nearly twenty years ago, and believe our expertise puts us in a unique position to add long-term value," Tyler Henritze, Blackstone Real Estate Head of US Acquisitions.
Extended Stay America is advised by Goldman Sachs and Fried Frank Harris Shriver & Jacobson. Blackstone and Starwood Capital Group are advised by Citigroup, JP Morgan, Kirkland & Ellis, Simpson Thacher & Bartlett and Abernathy MacGregor Group.
Private equity firm New Mountain Capital raised its offer for Aegion, a provider of technologies and services, from $963m to $995m.
The amendment, which was unanimously approved by Aegion's Board of Directors, was negotiated between Aegion and the buyer following the receipt by Aegion of an unsolicited, non-binding proposal from a third party to acquire all outstanding shares of Aegion common stock. Additionally, the Aegion Board of Directors, in consultation with its outside legal and financial advisors, determined that the third-party proposal was not, and could not reasonably be expected to result in, a "superior proposal" to the amended agreement with New Mountain.
Aegion is advised by Centerview Partners, Shearman & Sterling and Joele Frank. New Mountain Capital is advised by Houlihan Lokey, Jefferies & Company, Ropes & Gray and Abernathy MacGregor Group.
IronNet Cybersecurity, a network security company, agreed to go public via a $927m merger with LGL Systems Acquisition, a special purpose acquisition company. The transaction includes a $125m fully-committed common stock PIPE joined by Emles Advisors, Weiss Asset Management, The Phoenix Insurance Company, Bridgewater Associates, ForgePoint Capital, and Kleiner Perkins.
"Cybersecurity attacks are increasing in volume and are costing global industries billions of dollars annually, as evidenced by the recent global attacks via SolarWinds and Microsoft software. Sophisticated threat actors routinely target private companies' networks with increasingly swift and complex tactics. Supply chain and zero-day exploits are now part of the everyday business lexicon, and ransomware attacks are targeting life safety-critical infrastructure. We believe we can solve that problem with a differentiated solution that leverages AI-driven behavioral analytics to detect attacks and shares that threat data among our customers in real-time so they can take action more quickly," William Welch, IronNet Co-CEO.
IronNet Cybersecurity is advised by Guggenheim Partners, Cooley and ICR. LGL Systems Acquisition is advised by BTIG, Barclays, Jefferies & Company, Needham & Co and Paul Hastings. Financial advisors to LGL are advised by Sidley Austin.
Rocky Brands, a manufacturer of premium footwear and apparel, completed the acquisition of the performance and lifestyle footwear business from Honeywell, a Fortune 100 technology company, for c.$230m.
"We are thrilled to have completed this transformative acquisition. The Original Muck Boot Company, XTRATUF, Servus, NEOS and Ranger brands are great additions to our existing portfolio while the total business nearly doubles the size of Rocky Brands' annual revenues. We look forward to working closely with our newest team members to capitalize on the many opportunities we believe exist to drive strong growth, increased earnings power, and enhanced stakeholder value over the near- and long-term," Jason Brooks, Rocky Brands President and CEO.
Honeywell was advised by Centerview Partners and Crowell & Moring. Rocky Brands was advised by B. Riley FBR, Porter Wright Morris & Arthur and ICR. Debt financing was provided by Bank of America Merrill Lynch and TCW Asset Management.
Shareholders of Alaska Communications, a full-service telecommunications provider in Alaska, approved the $332m merger with ATN International, a publicly-traded telecommunications company that is headquartered in Beverly, Massachusetts.
Approval by Alaska Communications' stockholders is a condition to closing of the merger. Consummation of the merger remains subject to receipt of certain regulatory approvals and certain other customary closing conditions set forth in the merger agreement. The merger is expected to close in the third quarter of 2021.
Alaska Communications is advised by B. Riley FBR and Sidley Austin. ATN International is advised by Bank Street Group and Morrison & Foerster.
Warburg Pincus agreed to acquire a minority stake in Edelman Financial Engines, an independent financial planning and investment management firm. Hellman & Friedman, a lead investor in Edelman Financial, will remain majority investor. Financial terms were not disclosed.
“This new investment from Warburg Pincus alongside the continued support from Hellman & Friedman demonstrates the abundance of opportunity ahead for our business. Our record growth in 2020 created momentum that has continued into 2021. We are well-positioned and excited to take advantage of the opportunities in front us and to fulfill our long-term vision of helping more Americans meet all their financial goals," Larry Raffone, Edelman Financial President & Chief Executive Officer.
Edelman is advised by Moelis & Co, PJT Partners and Simpson Thacher & Bartlett. Warburg is advised by Wachtell Lipton Rosen & Katz.
Roche, a pharmaceuticals and diagnostics company, agreed to acquire GenMark Diagnostics, a provider of multiplex molecular diagnostic solutions designed to enhance patient care, improve key quality metrics and reduce the total cost-of-care, for $1.8bn.
"As a part of Roche, we can accelerate our mission to enable rapid diagnosis of infectious disease to improve patient outcomes. Together with Roche's diagnostics healthcare solutions, we will be able to provide a full suite of molecular diagnostic solutions to customers around the world. We are thrilled to become a part of Roche and are confident that this is the right path forward for GenMark and our customers," Scott Mendel, GenMark Diagnostics CEO.
GenMark is advised by JP Morgan and DLA Piper. Roche is advised by Citigroup and Sidley Austin.
Veracyte, a global genomic diagnostics company, completed the acquisition of Decipher Biosciences, a commercial-stage precision oncology company, for $600m.
"By combining Decipher Biosciences' leadership in urologic cancers with our comprehensive genomic testing menu, Veracyte will be able to serve patients across the clinical care continuum in 7 of the 10 most prevalent cancers in the United States with highly differentiated and clinically impactful tests, significantly accelerating revenue growth and driving shareholder value. Further, with our best-in-class nCounter diagnostics platform, we are well-positioned to deliver comprehensive genomic cancer testing to physicians and their patients worldwide," Bonnie Anderson, Veracyte Chairman and CEO.
Decipher Biosciences was advised by Evercore and Cooley. Veracyte was advised by Goldman Sachs and Fenwick & West.
CI Financial, a diversified global asset and wealth management company, agreed to acquire Brightworth, a registered investment advisor, from private equity firm Emigrant Partners. Financial terms were not disclosed.
"We're thrilled that the dynamic team at Brightworth has chosen to join CI. They have built an exceptional firm based on a comprehensive, multi-generational approach to wealth planning combined with outstanding service. Additionally, they have developed expert teams offering highly tailored services to affluent client segments such as executives, business owners and dentists," Kurt MacAlpine, CI CEO.
Brightworth is advised by Raymond James and Alston & Bird. CI Financial is advised by Hogan Lovells and Gregory FCA.
Five Arrows-backed The Stepping Stones Group, a provider of therapeutic and behavioral services to children, agreed to acquire EBS Healthcare, a provider of clinic, school, and home-based behavioral and therapeutic services. Financial terms were not disclosed.
"This transaction marks a major milestone in our investment thesis of scaling nationally to address the unmet needs of families, school districts and diagnosticians seeking a partner to deliver critical developmental services to children and adolescents. We are proud to support Stepping Stones' acquisitive growth strategy as they continue to expand the company's national footprint, service offerings and settings," Michael Langer, Five Arrows Partner.
EBS Healthcare is advised by Capstone Headwaters and Polsinelli PC. The Stepping Stones Group is advised by Troutman Pepper. Debt financing is provided by Madison Capital.
Four cannabis companies Shango, Futureworks, Theraplant and True Harvest, agreed to go public via a merger with Greenrose Acquisition, a SPAC, in a $210m deal. In addition, a maximum of $110m in earnouts could be paid out through 2024, consisting of $75m in stock and $35m in debt.
“We are targeting strategic assets in several key states that present opportunities for further consolidation as we seek to deepen our presence, particularly in the West. Additionally, we are entering high growth, limited license markets and newly recreational markets. The platform provides significant revenue, Adjusted EBITDA and cash flow right out of the gate, which we expect will help us drive our growth strategy," Mickey Harley, Greenrose CEO and Director.
Greenrose is advised by Imperial Capital, Tarter Krinsky & Drogin and Gateway Investor Relations.
RumbleOn, an e-commerce platform for new and used motorcycles, agreed to acquire RideNow, a powersports retailer, for $575m.
"We are creating the only omnichannel solution in the powersports industry – offering an unparalleled customer experience for outdoor enthusiasts across the country. RideNow's significant physical retail platform provides the missing piece of a 'bricks and clicks' strategy for RumbleOn, enabling us to reach consumers wherever they want to shop, whether online, offline, or both," Marshall Chesrown, RumbleOn CEO.
RumbleOn is advised by B. Riley FBR and Blueshirt Group.
Blend Labs, a digital lending platform, agreed to acquire Title365, an insurance services provider, from Mr. Cooper, which provides quality servicing, origination and transaction-based services, for $500m.
"The Title365 team has produced outstanding results, which contributed to Mr. Cooper Group's strong profitability and operating momentum over the last year. This decision follows a comprehensive strategic review in which we determined that Title365 would gain greater investor credit as part of a company like Blend, where it will have a significant strategic impact. This decision allows Mr. Cooper Group to focus on the growth and profitability potential within our core business of servicing and originations," Jay Bray, Mr. Cooper Group Chairman and CEO.
Mr. Cooper Group is advised by Houlihan Lokey and Wachtell Lipton Rosen & Katz.
Investment firms Matrix Capital, SoftBank Vision Fund 2 and Fidelity led the $525m Series C round in ElevateBio, a cell and gene therapy technology company. Existing investors MPM Capital, F2 Ventures, Redmile Group, EcoR1 Capital, Samsara BioCapital, The Invus Group, Emerson Collective, Surveyor Capital, EDBI, Vertex Ventures, and iTochu participated in the round.
“While we see remarkable breakthroughs in the earliest days of the cell and gene therapy revolution, accelerating innovation requires next-generation technology, analytics, and production capabilities to deliver therapies better, faster, and cheaper. We are poised to power the field today and for many decades to come and are thrilled to welcome Matrix Capital Management, SoftBank, and Fidelity to our stellar group of existing investors," David Hallal, ElevateBio Chairman and Chief Executive Officer.
ElevateBio was advised by ScientPR.
Canaccord Genuity Group, a global, full-service investment banking and financial services company, offered to acquire RF Capital, a Canadian independent financial services firm, for $367m. The offer was rejected by RF's board.
"We are resolute in our belief that our Proposal would provide superior value for RF Capital shareholders and that Richardson Wealth Investment Advisors would benefit from the scale, stability, and growth potential that Canaccord Genuity provides. The opportunity to bring together two of Canada's leading independent wealth management businesses presents compelling synergies and economic benefits not only for our own business and shareholders, but also for RF Capital shareholders, Richardson Wealth's Investment Advisors and their clients," Dan Daviau, Canaccord Genuity President and CEO.
Enel, an Italian multinational manufacturer and distributor of electricity and gas, offered to acquire a 10% stake in its Chile-based subsidiary Enel Americas for $1.4bn.
The offer is conditional upon the effectiveness of the merger by incorporation of EGP Américas into Enel Américas, that is expected to occur on April 1, 2021. The deal was subject to certain conditions precedent, which were all fulfilled prior to the launch of the offer.
Stripe, a company that builds economic infrastructure for the internet, raised $600m in a funding round. Investors included Allianz X, AXA, Baillie Gifford, Fidelity Management & Research Company, Sequoia Capital, and Ireland’s National Treasury Management Agency.
"We’re laser focused on helping ambitious businesses grow faster. While Stripe already processes hundreds of billions of dollars per year for millions of businesses worldwide, the opportunity ahead is much larger for Stripe than it was when the company was started 10 years ago," Dhivya Suryadevara, Stripe CFO.
Harvest Health & Recreation, a cannabis company and multi-state operator in the US, announced it reached a settlement with Falcon International, cannabis company.
Previously, the companies' merger agreement was terminated and the parties entered arbitration to resolve related disputes. Under the settlement terms, Harvest now owns 10% of Falcon. Each share comes with a 10-year warrant entitling Harvest to two common shares of Falcon at an exercise price of $1.9, subject to customary anti-dilution adjustments.
Technisys, a digital banking platform, agreed to acquire Kona, a conversational AI-powered innovator in the banking industry. Financial terms were not disclosed.
"This acquisition continues to solidify Technisys as a core and digital banking platform leader. With Kona's conversational AI capabilities, Technisys will continue to empower financial institutions to deliver differentiation via tailored product offerings that address the unique needs of each and every customer, dynamically, in whatever channel the customer chooses," Mike Santos, Technisys CEO.
Lookout, a cybersecurity company, agreed to acquire CipherCloud, a cloud-native security company. Financial terms were not disclosed.
The integration of CipherCloud and Lookout technologies will remove friction, increase usability and convenience, enable user freedom and reduce operational costs when compared to a collection of siloed point products. The integrated Lookout platform will empower a growing number of businesses to securely deliver mission-critical applications to users anywhere they want to work.
ODP rejects the latest offer from Staples for some assets. (FS)
ODP rejected a proposal from Staples to acquire some assets of the Office Depot and OfficeMax owner, adding that the offer lacked basic deal terms, including a purchase price, Reuters reported.
The proposal from office supplies retailer Staples, owned by buyout firm Sycamore Partners, did not include a valuation of the assets that it sought to acquire or any commitment by Staples to complete the deal.
DigitalOcean considers nearly $5bn valuation in US IPO.
DigitalOcean Holdings aims for a valuation of nearly $5bn in its US IPO, as the shift to working from home due to the Covid-19 pandemic accelerates the switch to cloud-based computing.
The company is looking to raise as much as $776m through an offering of 16.5m shares, priced between $44 and $47 apiece. DigitalOcean provides its cloud platform and tools to developers, startups, and small- and medium-sized businesses and has over 570k customers in more than 185 countries.
Morgan Stanley, Goldman Sachs, and JP Morgan are the lead underwriters for the offering.
SPAC-backed by FirstMark Capital execs files for up to $400m IPO. (FS)
A blank-check firm backed by founders of New York-based venture capital firm FirstMark Capital filed for an IPO of up to $400m,
Reuters reported.
FirstMark Acquisition III offers 40m units, consisting of stocks and warrants, at $10 each and will be listed on the NYSE. The firm will be led by Chief Executive Officer Richard Heitzmann and Chairman Amish Jani. Both Heitzmann and Jani founded FirstMark in 2008.
The technology-focused VC firm has invested in image-sharing company Pinterest, fantasy-sports, and gambling firm DraftKings, and home-rental company Airbnb.
Ex-Bank of America and Carlyle dealmakers seek $300m for consumer SPAC. (FS)
Former senior dealmakers at Bank of America and Carlyle Group are backing a SPAC that seeks $300m to acquire businesses in the consumer sector. Woody Boueiz, ex-head of sovereign wealth funds at Bank of America, and Nadim Barakat, previously a managing director at Carlyle, are backing Transformational CPG Acquisition through a newly-created investment firm.
The blank-check firm will target companies with an enterprise value of more than $1.25bn in the US and Europe. It will focus on consumer sub-sectors, including packaged foods, drinks, and beauty and wellness, the filing shows.
Mick Davis launches SPAC for green metals push.
Mick Davis, the mining veteran who built one of the world's biggest coal producers, accelerated his move into green metals with the launch of a $300m SPAC. Davis, who built Xstrata into a $50bn commodities powerhouse before its merger with Glencore, last month announced a new investment firm to bring on supplies of battery minerals. Davis's Vision Blue Resources co-sponsored ESM Acquisition in the US last week with The Energy & Minerals Group.
"ESM's strategy is to identify and complete an initial business combination with a target that can benefit from its leadership team’s significant experience in the natural resources industry. ESM intends to focus on a target business that is positioned to benefit from the global transition towards a low-carbon economy," Vision Blue.
Sam Altman joins with Michael Klein to launch SPAC looking to raise $1bn.
Y Combinator's Sam Altman is joining forces with veteran Wall Street dealmaker Michael Klein to launch a blank-check firm seeking to raise to $1bn,
Reuters reported.
Altman, who will also be designated as the co-founder of AltC Acquisition, continues to be chairman at Silicon Valley startup accelerator Y Combinator, which has influenced the creation of dozens of leading startups, including Airbnb and Dropbox.
EMEA
Private equity firm Astorg Partners agreed to acquire Xceptor, a developer of no-code data automation software, from CBPE, a private equity firm. Financial terms were not disclosed.
"CBPE have been a great partner for Xceptor over the last four years. They have helped to transform the business in multiple different ways, supporting our international growth, the development of our team and product offering. We look forward to continuing to build on this success with our new partners at Astorg," Andrew Kouloumbrides, Xceptor CEO.
Xceptor is advised by Liberty Corporate Finance and Mishcon de Reya. CBPE Capital is advised by Arma Partners and Travers Smith.
InPost, a Polish parcel locker firm, agreed to acquire French parcel delivery platform Mondial Relay for $674m.
"As we outlined during our recent IPO, international expansion is a key element of InPost's growth strategy and Mondial Relay would give us an immediate footprint in one of Europe's largest e-commerce markets," Rafal Brzoska, InPost CEO.
InPost is advised by Citigroup, goetzpartners and Powerscourt. Otto Group is advised by Rothschild & Co.
Bridgepoint, an international alternative asset fund management group, agreed to acquire Infinigate, a specialized value-added distributor for cybersecurity and cloud solutions, from H.I.G. Capital, a global alternative investment firm. Financial terms were not disclosed.
"We thank H.I.G. for the support over the last years and welcome Bridgepoint as our new shareholder. In Bridgepoint we have found a partner who understands our strategic, high growth space and who will work with us to help us realise our ambitions for further growth. For our customer and vendor partners we will continue to be the best partner for cybersecurity solutions and will develop new services in the future to serve the market even better," Klaus Schlichtherle, Infinigate CEO.
Bridgepoint is advised by PricewaterhouseCoopers, Ernst & Young and Allen & Overy.
DCC, an international sales, marketing, and support services group, agreed to acquire Wörner Medizinprodukte, a supplier of medical and laboratory products to the primary care sector in Germany and Switzerland, for €80m ($96m).
"The acquisition of Wörner represents a significant scale-up of our primary care business and extends DCC Vital's sales and marketing activities into Continental Europe for the first time. DCC Vital is a key growth platform for DCC and has delivered strong organic growth in recent years in the sales and marketing of medical products across the primary care, community, and hospital sectors. DCC Vital will continue to build its business across Europe in the coming years and Wörner will provide an excellent platform for further acquisition activity, both in Germany, Europe's largest healthcare market, and across the DACH region," Donal Murphy, DCC CEO.
DCC is advised by Powerscourt.
Decoy Biosystems, a privately-held, preclinical-stage biotechnology company, agreed to merge with Intec Pharma, a drug development company. Financial terms were not disclosed.
"This transformative transaction provides Intec with a robust clinical pipeline based on a novel immunotherapy platform and gives Intec entrée into the exciting area of immuno-oncology," Jeffrey A. Meckler, Intec Pharma Vice Chairman and CEO.
Deliveroo seeks to sell $1.4bn of new shares in the upcoming IPO.
Deliveroo plans to sell around $1.4bn of new shares in its upcoming IPO. The British food delivery company, which is backed by Amazon, said its listing will also include the sale of shares by some existing shareholders, potentially pushing the deal size even higher,
Reuters reported.
The deal is expected to value the firm upwards of $7bn, based on a private funding round completed in January, which would make it the largest London IPO by market cap since Royal Mail in October 2013.
Deliveroo confirmed that it will have two classes of shares, with founder and chief executive Will Shu being the sole holder of "class B" stock which will give each of his shares 20 votes, whilst all other shares will carry one vote.
Leonardo seeks a $700m IPO of US unit DRS.
Leonardo, an Italian defense group, launched an IPO of its DRS, US electronics unit, which counts the US military as a customer. The parent company will offer about 31.9m shares of Leonardo DRS, or a 22% stake, on the NYSE for $20 to $22 per share, valuing the stake at up to $702m. The state-controlled group said last month that it aimed to complete the listing by the end of March.
Leonardo Chief Executive Alessandro Profumo has said the group would keep the majority of DRS - which it bought in 2008 in a deal valuing the US defense company at $5.2bn, including $1.27bn in debt - to maintain a significant exposure in this strategically important market.
APAC
Powering Australian Renewables, a partnership between AGL, investment manager QIC and Australia's sovereign wealth fund, and Mercury NZ, a New Zealand electricity generation and electricity retailing company, agreed to acquire Tilt Renewables, an electricity generation company, for $2.1bn.
"This exciting transaction is absolutely aligned to our mission of leading the transition to a decarbonised, decentralised and digitised energy system – one that will deliver all Australians clean, reliable and affordable power. Tilt has built a world-class portfolio of high-quality renewable energy assets and development opportunities that will complement our existing assets and ensure we continue to drive investment in renewable energy as a pathway to Australia's clean energy future," Cheryl Bart, PowAR Chairman.
Mercury NZ is advised by Citigroup, Forsyth Barr, Chapman Tripp and King & Wood Mallesons. Powering Australian Renewables is advised by Bank of America Merrill Lynch, Jarden, Gilbert + Tobin, Harmos Horton Lusk and Cato & Clive.
Yanfeng Automotive Trim Systems, a manufacturer of automotive interiors, agreed to acquire the remaining 49.99% stake in Yanfeng Adient Seating, its joint venture with Adient, a provider of automotive seating, for $1.5bn.
"These pending transactions offer Adient an opportunity to drive our China strategy independently and further position the company for future growth in the world's largest automotive market. In addition, proceeds from the transactions will provide immediate value to Adient's stakeholders," Doug Del Grosso, Adient President and CEO.
Adient is advised by Citigroup, Evercore, Fangda Partners and Sullivan & Cromwell.
QSuper, a superannuation fund, agreed to merge with its peer Sunsuper. The transaction would create fund that has $200bn of assets under management.
“This historic agreement will pave the way for the creation of an unquestionably strong superannuation fund with the scale to deliver outstanding services, greater efficiencies and lower costs for members," Don Luke, QSuper Chair and Andrew Fraser, Sunsuper Chair.
Beijing pushes Alibaba to dispose its media assets.
China's government asked Alibaba Group to dispose of its media assets, as officials grow more concerned about the technology giant's sway over public opinion in the country,
WSJ reported.
Discussions over the matter have been held since early this year, after Chinese regulators reviewed a list of media assets owned by the Hangzhou-based company, whose mainstay business is online retail. Officials were appalled at how expansive Alibaba's media interests have become and asked the company to come up with a plan to curtail its media holdings substantially. The government did not specify which assets would need to be unloaded.
Notable holdings include stakes in the Twitter-like Weibo platform and several popular Chinese digital and print news outlets, as well as the South China Morning Post, an English-language newspaper in Hong Kong. Several of these holdings are in US-listed companies.
Philippines National Grid picks banks for $1.5bn IPO.
National Grid of the Philippines picked banks to work on its IPO and increased its targeted size to at least $1.5bn,
Bloomberg reported, paving the way for the biggest listing in the nation's history.
The high-voltage electricity network operator, commonly known as NGCP, picked Bank of America, JP Morgan, and UBS Group to work on the first-time share sale. It may also add other banks to help with the listing.
The company aims to raise about $1.5bn from the IPO though the figure could go as high as $2bn. NGCP is seeking a valuation of $8bn to $10bn from the share sale, which could happen as soon as the fourth quarter.
