AMERICAS
Industrial Logistics Properties Trust, a real estate investment trust, completed the acquisition of Monmouth, a publicly traded REIT, for $4bn.
"The successful completion of the MNR acquisition creates a stronger ILPT with enhanced scale, additional high quality e-commerce focused mainland properties and increased tenant and geographic diversity. This accretive transaction is complementary to our existing portfolio and increases ILPT's exposure to key markets that offer attractive long-term investment prospects. It also further demonstrates our strong and growing relationships with private capital investors, providing ILPT with access to efficient capital to support future growth. We have already completed significant steps in our integration plan and are well positioned to continue capitalizing on the ongoing strong fundamental tailwinds in the industrial sector," John Murray, ILPT CEO.
Monmouth was advised by JP Morgan, McDermott Will & Emery and Wachtell Lipton Rosen & Katz. Industrial Logistics was advised by Citigroup, Hunton Andrews Kurth, Skadden Arps Slate Meagher & Flom, Sullivan & Worcester and Joele Frank. Financial advisors were advised by White & Case. Debt financing was provided by Citigroup and UBS.
Zip, a provider of digital payment solutions, agreed to acquire Sezzle, a payment solution provider, for $355m.
"We are delighted to be bringing Zip and Sezzle together under a transformational transaction that is expected to deliver immediate scale and enhanced growth, which will support our path to profitability. Combining with Sezzle positions us as a leading global BNPL provider and prioritises our ability to win in the important US market," Larry Diamond, Zip Co-Founder and Global CEO.
Zip is advised by Bank of America, Evercore, Arnold Bloch Leibler, Skadden Arps Slate Meagher & Flom and Teneo. Sezzle is advised by Goldman Sachs, Ropes & Gray and Squire Patton Boggs. Goldman Sachs is advised by Sullivan & Cromwell.
Healthcare Realty, a healthcare facility real estate investment trust, agreed to merge with Healthcare Trust of America, a healthcare facility REIT, in a $17.6bn deal.
"We believe all shareholders will benefit from the company’s expanded national footprint from HR’s Seattle portfolio to HTA’s Boston portfolio. The company will have unmatched market scale in concentrated clusters, meaningful corporate and operational synergies, and a larger development pipeline. We believe this transaction will be accretive through near term synergies with additional value from operational upside. It will also strengthen the combined balance sheet, enhance liquidity and improve access to capital. This combination provides a significant value creation opportunity for shareholders," Todd Meredith, Healthcare Realty President and CEO.
Healthcare Realty is advised by Citigroup, Scotiabank and Hunton Andrews Kurth. Healthcare Trust of America is advised by JP Morgan, McDermott Will & Emery and Joele Frank. Debt financing os provided by JP Morgan.
Zynga, a global interactive entertainment provider, announced the completion of the "go-shop" period under the previously announced $12.7bn merger agreement with Take-Two Interactive Software, an interactive and mobile entertainment services provider. Zynga is now subject to "no-shop" provisions under the agreement that limit its and its representatives' ability to solicit alternative acquisition proposals.
Zynga's Board of Directors believes that the transaction with Take-Two is in the best interests of Zynga and its stockholders and recommends that Zynga's stockholders approve and adopt the agreement.
Zynga is advised by Goldman Sachs, Wilson Sonsini Goodrich & Rosati and Joele Frank. Goldman Sachs is advised by Sullivan & Cromwell. Take-Two Interactive Software is advised by JP Morgan, LionTree Advisors and Willkie Farr & Gallagher.
ECP, a private equity fund adviser, agreed to acquire Restaurant Technologies, a developer of automated oil storage, handling, filtration monitoring and disposal management systems, from Goldman Sachs Asset Management, an asset management, and Continental Grain Company, an investment company. Enlightened Hospitality Investments makes an additional investment in the company. Financial terms were not disclosed.
“We appreciate the partnership with Goldman Sachs and Continental Grain over the past years, as it helped us significantly invest in our workforce, technology, and markets and boost our growth trajectory. With the support and guidance of our sponsors and board of directors, Restaurant Technologies realized 11% net revenue CAGR, 25% EBITDA CAGR and 17% customer expansion from 2019 through 2021. We also began our ESG journey under Goldman Sachs and Continental Grain ownership, which is foundational to our future efforts,” Jeff Kiesel, Restaurant Technologies President and CEO.
ECP is advised by BMO Capital Markets, Latham & Watkins and Joele Frank. Restaurant Technologies is advised by Goldman Sachs, Harris Williams & Co, Weil Gotshal and Manges and Padilla.
TD Bank, a Canadian multinational banking and financial services, agreed to acquire First Horizon, a bank holding company, for $13.4bn.
"First Horizon is a great bank and a terrific strategic fit for TD. It provides TD with immediate presence and scale in highly attractive adjacent markets in the US with significant opportunity for future growth across the Southeast. Working with the First Horizon team, TD will build upon the success of its strong franchise and deliver the legendary customer experiences that differentiate us in every market across our footprint," Bharat Masrani, TD Group President and CEO.
TD Bank is advised by JP Morgan, TD Securities, Simpson Thacher & Bartlett and Torys. First Horizon is advised by Morgan Stanley and Sullivan & Cromwell.
Biocon Biologics, a biopharmaceutical company, agreed to acquire the biosimilar assets of Viatris, an American global healthcare company, for $3.3bn.
"This acquisition is transformational and will create a unique fully integrated, world leading biosimilars enterprise. Our long-standing global partnership with Viatris has enabled us to achieve many firsts, setting new benchmarks for the global biosimilars industry. This strategic combination brings together the complementary capabilities and strengths of both partners and prepares us for the next decade of value creation for all our stakeholders," Kiran Mazumdar-Shaw, Biocon Biologics Executive Chairperson.
Biocon is advised by Allegro Advisors, Goodwin Procter and Shardul Amarchand Mangaldas & Co. Viatris is advised by AlixPartners, Saraf & Partners and Cravath Swaine & Moore.
News Corp, a media and publishing company, completed the acquisition of OPIS, a company providing pricing and news information for petroleum pricing, from S&P Global, a publicly traded corporation, and IHS Markit, information provider, for $1.2bn.
"The OPIS acquisition will significantly enhance our ability to provide high-quality, high-margin professional products in the energy sector, including renewables and carbon benchmarking, for which there is urgent demand from serious companies. Both OPIS and Base Chemicals are digital and particularly profitable, and we expect their positive financial impact will be obvious to investors. The fact that both sales were required for regulatory approval of the S&P Global and IHS Markit merger ensured that we were able to make the acquisitions for rather attractive multiples," Robert Thomson, News Corp CEO.
News Corp was advised by Morgan Stanley and Gibson Dunn & Crutcher. S&P Global was advised by Goldman Sachs, Joele Frank and Wachtell Lipton Rosen & Katz. IHS Markit was advised by Davis Polk & Wardwell.
VyStar, a company offering deposit and loan services, investments, insurance, retirement planning and financial counseling, completed the acquisition of Heritage Southeast Bank, a state chartered commercial bank. VyStar pays HSBI $27 per share in cash.
“VyStar has made an ongoing strategic commitment to search for partnerships that help us bring the benefits of credit union membership to more people while reinforcing our position as a strong and reliable financial institution with better rates and lower fees for all our members. HSB has exceeded our expectations as the optimal partner to help us expand our footprint and ensure financial services are accessible to more Georgia residents," Brian Wolfburg, VyStar President and CEO.
VyStar was advised by Raymond James and McGuireWoods. Heritage Southeast Bank was advised by Hovde Group, Bryan Cave Leighton Paisner, Latitude 34 PR and The IR Group.
KPS Capital Partners, a private equity firm, agreed to acquire Oldcastle BuildingEnvelope, a comprehensive collection of glazing-focused interior and exterior products provider, from CRH, an international group of diversified building materials businesses, for $3.8bn.
"We are thrilled to acquire North America's largest provider of architectural hardware, glass and glazing systems. OBE is the only 'one-stop shop' for every critical product a glazing industry customer needs, and the Company serves attractive, growing end-markets. We intend to drive profitable growth by providing the Company with the financial resources to invest in commercial and operational excellence," Raquel Vargas Palmer, KPS Co-Managing Partner.
KPS is advised by Citigroup and Paul Weiss Rifkind Wharton & Garrison. CRH is advised by Bank of America and JP Morgan.
Chevron, an integrated energy company, agreed to acquire Renewable Energy Group, a producer and refiner of biofuels in the oil and gas industry, for $3.15bn.
The transaction is expected to accelerate progress toward Chevron’s goal to grow renewable fuels production capacity to 100k barrels per day by 2030 and brings additional feedstock supplies and pre-treatment facilities.
“This transaction delivers premium cash value to shareholders and will give us additional resources as we aim to accelerate growth and strengthen our collective ability to deliver the sustainable fuels our customers and the world need. Our employees’ hard work and dedication have built a fantastic renewable fuels company and made this transaction possible," CJ Warner, REG President & CEO.
Chevron is advised by Goldman Sachs and Paul Weiss Rifkind Wharton & Garrison. Renewable Energy Group is advised by Guggenheim Partners and Latham & Watkins.
PDC Energy, a domestic independent exploration and production company that acquires, explores and develops properties for the production of crude oil, natural gas and NGLs, agreed to acquire Great Western Petroleum, a company that explores, develops, and deposits crude oil and natural gas, for $1.3bn.
"Coupled with our existing high-quality inventory, this Core Wattenberg acquisition adds meaningful scale to PDC while also demonstrating our commitment to – and confidence in – the future of safe and responsible energy development in the state of Colorado. This opportunity meets all the Company's acquisition-related criteria we've previously communicated by strengthening our free cash flow, increasing our shareholder returns, honoring the balance sheet and adding competitive, high-quality inventory," Bart Brookman, PDC Energy President and CEO.
Great Western is advised by Citigroup and Latham & Watkins. PDC Energy is advised PJT Partners and Davis Graham & Stubbs.
Altaris Capital, an investment firm, agreed to acquire Intricon, an international company and joint development manufacturer of micromedical components, sub-assemblies and final devices, for $241m.
“We are excited to enter into this transaction with Altaris, which will deliver a compelling valuation to our shareholders and enable us to accelerate the advancement of our joint development manufacturing capabilities in micromedical technology across a broad range of high growth markets. Our team has done an outstanding job of establishing Intricon as the partner of choice for companies that are bringing truly advanced technology to medical devices. As we enter the next chapter for our company, we believe that Altaris is the ideal partner to help us further advance our mission," Scott Longval, Intricon President and CEO.
Altaris Capital is advised by Linklaters and Schiff Hardin. Intricon is advised by Piper Sandler and Blank Rome.
AEA, a private investment firm, completed the acquisition of AmeriVet, an operator of veterinary clinics. Financial terms were not disclosed.
AEA’s investment in AmeriVet represents an exciting opportunity to invest in a highly differentiated veterinary services platform with best-in-class operational capabilities and strong key performance indicators.
AEA was advised by Joele Frank. AmeriVet was advised by Jefferies & Company.
Brown & Brown, a provider of a range of insurance and reinsurance products and services, agreed to acquire Orchid Underwriters Agency, a provider of property insurance underwriting for high-value properties, and CrossCover Insurance Services, a provider of E&S commercial property solutions. The transaction is expected to close before April 2022, subject to certain closing conditions. Financial terms were not disclosed.
“We are excited to be joining the Brown & Brown team. From our first meetings, we recognized a firm that shared our commitment to our employees, insureds, producers and carrier partners. We are confident that our affiliation with National Programs will help us strengthen and expand our carrier relationships, leading to more capacity and options for our insureds and producers. We are eager to bring all of National Program’s resources to bear on our businesses," Steve Carlsen, Orchid Director.
Orchid is advised by Evercore.
Bank of Nova Scotia, a bank that offer personal, commercial, corporate & investment banking products and services, agreed to acquire an additional 16.8% stake in Scotiabank Chile for $1bn.
"Today's announcement enables us to achieve even greater scale and deliver the highest value for customers, further strengthening our position as a Leading Bank in the Americas. Our long-standing relationship with the Said family will remain a significant benefit to us as we build on our momentum in Chile over the coming years," Brian Porter, Scotiabank President and CEO.
Cowen Healthcare Investments, an investments manager, led a $110m funding round in Scipher Medicine, a developer of a precision medicine platform, with participation from Neuberger Berman, Hitachi Ventures, Laurion Capital, and Monashee Investment Management, Northpond Ventures, aMoon, Khosla Ventures, Optum Ventures, Echo Health Ventures and Alumni Ventures.
“We are thrilled to partner with world-class investors who support our mission to solve one of the largest problems in health care today harming individual patients as well as our health care system at large. It is deeply rewarding to experience more and more patients benefiting from our solutions every day," Alif Saleh, Scipher Medicine CEO.
Cigna's primary focus is on share repurchase than large M&A deals.
Cigna is focusing on returning cash to investors with share repurchases and is not currently considering large deals, Bloomberg reported.
The health giant plans to spend more than $7bn buying back shares in 2022 and will continue seeking tuck-in and bolt-on deals, not "large-scale mergers or acquisitions".
Seritage weighs sales.
Seritage Growth Properties, a real estate investment trust that emerged from the Sears bankruptcy, is exploring strategic alternatives including a sale of the company, Bloomberg reported.
New York-based Seritage, which owns property from Alaska to Florida, is working with the investment bank Barclays on the plans. Seritage is open to a full sale of the company or piecemeal disposal of assets.
EMEA
S&P Global, a provider of credit ratings, benchmarks and analytics in the global capital and commodity markets, completed the merger with IHS Markit, a provider of critical information, analytics and solutions, in a $44bn deal.
Current S&P Global shareholders own approximately 67.75% of the combined company on a fully diluted basis, while IHS Markit shareholders own approximately 32.25%.
"Our highly complementary products will deliver a broader set of offerings across multiple verticals for the benefit of our customers, employees and shareholders. Our cultures are well aligned, and the combined company will provide greater career opportunities for employees. We look forward to bringing together our teams to realize the potential of this combination," Lance Uggla, IHS Markit Chairman and Chief Executive Officer.
S&P Global was advised by Citigroup, Credit Suisse, Goldman Sachs, HSBC, Macfarlanes, Wachtell Lipton Rosen & Katz, Community Group and Joele Frank. Financial advisors were advised by Sullivan & Cromwell. IHS Markit was advised by Barclays, JP Morgan, Jefferies & Company, Morgan Stanley and Davis Polk & Wardwell. Financial advisors were advised by Simpson Thacher & Bartlett.
PostePay, a reloadable prepaid card service provider, agreed to acquire the Italian proximity payment business from International Game Technology, a firm that designs and manufactures computerized casino gaming systems, for $788m.
"This transaction provides us with an opportunity to monetize IGT's market leadership in the Italian proximity payment business at an attractive value as we continue to execute our long-term strategy. Streamlining our products and solutions portfolio enables us to focus our efforts and resources on our core and strategic assets, as we position IGT for industry leadership and increased shareholder value," Vince Sadusky, IGT CEO.
IGT is advised by KPMG, UBS, UniCredit and Nctm.
RE Invest Belgium, an entity fully controlled by one of Brookfield’s real estate private funds, offered to acquire Befimmo, a real estate operator that primarily engages in the acquisition, management, and leasing of office properties in Belgium and Luxembourg, for €1.4bn.
“We are pleased that Brookfield recognizes the value and quality of our portfolio, the dedication of our team and the future growth opportunities for the Company. We believe this transaction represents the best path forward for our company to benefit from the strategic partnership of one of the world’s most experienced real estate investors as we navigate the evolving environment for office real estate," Jean-Philip Vroninks, Befimmo CEO.
Befimmo is advised by Lazard and Cleary Gottlieb Steen & Hamilton.
Norway's sovereign wealth fund plans to divest from Russia. (FS)
Norway's $1.3tn sovereign wealth fund will divest its Russian assets following Russia's invasion of Ukraine, Reuters reported.
"We have decided to freeze the fund's investments and have begun a process of selling out of Russia," Jonas Gahr Stoere, Norway Prime Minister.
BP share price dropped after ending cooperation with Rosneft.
BP's share fell about 5% as investors weighed the cost of its decision to exit Russia against the reputational benefits of ending a controversial alliance with Rosneft, Bloomberg reported.
The London-based company warned that it could take a writedown of as much as $25bn as a result of quitting Russia in President Vladimir Putin's invasion of Ukraine. Several analysts predicted a financial hit on that scale was the most likely outcome, as economic sanctions imposed by the West make it hard to find a buyer.
Possible partnership in talks between Italy and Russia before Ukraine invasion.
Senior Italian and Russian officials met to discuss potential business investments worth hundreds of millions of euros just over a week before Moscow invaded Ukraine, Bloomberg reported.
Talks in Moscow included a possible partnership between Genoa-based Ansaldo Energia and Russia's NordEnergoGroup.
Wallaby hopes to acquire Phenox.
Wallaby Medical, a firm that develops devices to treat strokes, is in advanced talks to buy Germany's Phenox, a neuroradiological and radiological medical products developer, Bloomberg reported.
Wallaby is still negotiating the final details of a potential transaction. A deal could value Phenox at about $558m.
Intel picks Magdeburg as the new chip factory site.
Intel chose the east German city of Magdeburg as the site for a new multibillion-euro European chip factory and will make the decision public on March 4, Reuters reported.
The company said it could invest as much as $95bn in Europe over the next decade and announce the locations of two major new European chip fabrication plants by the end of 2021, but no announcement has been made.
Congo revives its control over mining and oil assets from Dan Gertler.
A company controlled by Israeli billionaire Dan Gertler will give control of valuable mining and oil assets back to the Democratic Republic of Congo, Reuters reported.
The two sides formally ended the multi-year contract after negotiations concluded between a government commission and Gertler's Ventora Development, formerly known as Fleurette Group. The company agreed to return the assets.
Cinven will acquire Bayer's Environmental Science Professional unit. (FS)
Cinven is nearing a deal to acquire pharmaceutical and life sciences company Bayer's pest control business, Bloomberg reported.
The private equity group beat out other investment firms for the Environmental Science Professional unit. A deal could be announced as soon as the coming week.
UK government wishes golden share of Ultra Electronics. (FS)
While a formal golden share in Ultra Electronics was not offered by Advent, a very similar arrangement is being discussed which would allow the UK to have oversight of Ultra's future sakes and commercial relationships.
Mubadala Investment and Qatar Investment retain investments in Russia. (FS)
Two influential Middle Eastern wealth funds are for now planning to hold on to Russian assets worth billions of dollars, seen as strategic and long-term investment, Bloomberg reported.
Abu Dhabi's Mubadala Investment and Qatar Investment Authority take a different approach to Norway's sovereign wealth fund.
Didi reverses its earlier announcement of leaving Russia.
Chinese ride-hailing giant Didi Global said it would continue to operate in Russia, reversing a decision announced on February 28, 2022, that it was leaving that country as well as Kazakhstan, DealStreetAsia reported.
"Unfortunately, due to changing market conditions and other challenges, it has become clear at the moment we will not be able to provide the best results in Russia and Kazakhstan," DiDi.
EQT continues Galderma IPO plan. (FS)
EQT continues to ready skincare business Galderma for one of Europe's largest initial public offerings this year, even as the deepening conflict in Ukraine creates a far more complicated route to market for many companies, Bloomberg reported.
The Swedish investment firm has not made any decisions on the timing of any listing of the former Nestle unit.
APAC
Brookfield Business Partners, a global business services and industrial company, agreed to acquire a 60% stake in Magnati, a payments business of First Abu Dhabi Bank, a bank in the United Arab Emirates, for $690m.
“This announcement marks an important milestone and is the result of long-term planning to seek strategic partnerships to drive growth within the payments sector. Our partnership agreement with Brookfield will accelerate Magnati’s journey in a fast-paced and dynamic industry, creating broader value for all stakeholders," Hana Al Rostamani, FAB CEO.
Brookfield is advised by Cleary Gottlieb Steen & Hamilton. FAB is advised by Morgan Stanley and Freshfields Bruckhaus Deringer.
Fidelity Life, a life insurance agency, completed the acquisition of the New Zealand life insurance business of Westpac, a provider of banking services, for $281m.
"The partnership will also allow us to leverage the investments we're already making in our customer experience, data and technology, as well as our strong New Zealand brand, to make the transition a smooth one for Westpac Life customers and team members," Melissa Cantell, Fidelity Life CEO.
Westpac was advised by JP Morgan and Russell McVeagh. Fidelity Life was advised by Bell Gully.
Toyota, a firm that manufactures, sells, leases, and repairs passenger cars, trucks, buses, and their related parts worldwide, agreed to acquire SgCarMart, an operator of an online car portal, from Singapore Press Holdings, a news and media conglomerate, encompassing newspapers, magazines, and digital content, for $111m.
“We respect and recognise SGCM’s achievements within the automotive online space. Singapore can be truly proud of this digital icon and we are committed to utilising our know how and resources to further strengthen SGCM in and beyond Singapore. With the combined strengths and resources of our partners, we look forward to new opportunities to enable accelerated growth for SGCM and elevation to the next level," Vinod Cherumadathil, TFSSG MD and CEO.
Toyota is advised by Saffron Communications.
Everbright Trust, a financial holding company, and Minmetals Trust, a provider of capital trust, movable property trust, real estate trust and securities trust, completed the acquisition of four development projects from Evergrande, an integrated residential property developer, for $337m.
Evergrande sold a residential development in Chongqing and Dongguan as well as housing project in Foshan and a theme park development in Guangzhou. The trust firms will be responsible for the construction and the delivery of properties to homebuyers, and any surplus from property sales will be used to repay the initial capital contributed by Evergrande.
“The contribution amount recovered will have a positive impact on the group’s efforts in both debt settlement and guarantee of property delivery of other projects,” Evergrande.
Accel, a venture capital firm, and Lightrock, a global private equity company, India led a $100m Series C funding round in Niyo, a developer of a payroll management platform, with participation from Prime Venture Partners, JS Capital and Beams Fintech Fund.
“We are excited to back the fastest growing neo-bank in India, Niyo. Vinay, Viren and team have built a fantastic product with a clear value prop for customers which is reflected in their phenomenal growth. We look forward to partnering with Niyo in changing the way India banks,” Anand Daniel, Accel Partner.
Toshiba believes going private is too risky.
Toshiba's top executives said selling the Japanese conglomerate to a fund and taking it private would be full of drawbacks that he cannot condone, stressing that splitting into two companies is the best plan even as activist investors call for a reopening of talks with private equity buyers, Bloomberg reported.
"We are not ruling out privatization and will consider it if a proposal is made, but the option has about five risks," Satoshi Tsunakawa, Toshiba CEO.
EDPR starts its cooperation with Sunseap.
EDP Renewables completes all pending regulatory conditions in the agreement reached in November to acquire a stake in Sunseap and establish its Asia-Pacific headquarters in Singapore.
The closing of this transaction will allow EDPR to establish a sizeable portfolio including close to 10 GW of renewable projects at different stages of development and an experienced team of more than 600 employees spread across nine markets.
Morgan Stanley believes reset valuations for India's tech firms are needed.
Morgan Stanley believes a global stock rout has reset valuations of technology companies in India and investors need to adjust to the new normal.
Morgan Stanley completed two record years for mergers and acquisitions and initial public offerings in India, including a $27bn fundraising blitz by tycoon Mukesh Ambani's non-energy businesses in 2020 and a $2.5bn IPO by fintech firm Paytm.
Japan Securities Dealers Association proposes ways to help IPO pricing.
The Japan Securities Dealers Association proposed measures to improve pricing for new initial public offerings, following government criticism that levels are being set too slow, Bloomberg reported.
The report released by JSDA's working group recommended a series of steps, including allowing brokerages to be more flexible in the way they set prices to better reflect demand.
Nio will list in Hong Kong without issuing new shares.
Chinese electric-car maker Nio will start trading on the Hong Kong stock exchange next week, choosing a path to listing that does not involve selling new shares or raising any money, Bloomberg reported.
The Shanghai-based automaker has applied for a secondary listing of its Class A ordinary shares on the Hong Kong exchange by way of introduction. Trading is expected to start on March 10.
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