AMERICAS
Northern Genesis Acquisition, a publicly traded special purpose acquisition company focused on a commitment to sustainability, agreed to merge with The Lion Electric, a designer, manufacturer and distributor of all-electric medium and heavy-duty urban vehicles, in a $1.9bn deal.
“In forming Northern Genesis, we were focused on engaging with a business whose value proposition is proven by current customers, whose tangible growth prospects will be energized by exposure to the public markets and whose experienced management team fosters a winning culture. Lion surpasses our expectations on all these dimensions and we are confident that it has potential to be a great public company in the emerging decarbonized economy,” Ian Robertson, Northern Genesis Co-founder.
The Lion Electric is advised by BMO Capital Markets, National Bank Financial, ROTH Capital Partners, Stikeman Elliott and Vinson & Elkins. Northern Genesis Acquisition is advised by Barclays Capital, Borden Ladner Gervais and Husch Blackwell.
D1 Capital Partners, a global investment firm that operates across public and private markets, and Cohen Private Ventures, a long-term investment company, agreed to acquire Collectors Universe, a provider of authentication and grading services, for c.$700m.
“After careful consideration, we are pleased to have reached an agreement that reflects the remarkable value creation Collectors Universe has achieved through its consistent execution during these challenging times. This transaction will deliver an immediate cash premium to our shareholders, and create exciting opportunities for our employees, collectors and dealers around the world,” A.J. “Bert” Moyer, Collectors Universe Chairman of the Board of Directors.
Collectors Universe is advised by Houlihan Lokey, Wilson Sonsini Goodrich & Rosati, Joele Frank and Shelton Group. The investment consortium is advised by Allen & Company, Paul Weiss Rifkind Wharton & Garrison, Sullivan & Cromwell and Gasthalter & Co.
Aphria, a global cannabis company, completed the acquisition of SweetWater Brewing Company, an independent craft brewer, for $300m. The shareholders of SweetWater will receive $250m in cash and approximately $50m in Aphria stock.
"We are excited to take this significant step forward to build upon our existing foundation in cannabis with the acquisition of SweetWater and their complementary cannabis lifestyle brands. Together, our company will further diversify our product offering, broaden our consumer reach and enhance loyalty with consumers. We are very pleased to welcome Freddy Bensch to our management team and the entire SweetWater organization to the Aphria family. We look forward to expanding our addressable market and leveraging SweetWater's existing infrastructure to accelerate Aphria's entry into the US ahead of federal legalization of cannabis to fuel sustainable profitable growth," Irwin D. Simon, Aphria Chairman and Chief Executive Officer.
SweetWater Brewing Company was advised by Arlington Capital Advisors and Winston & Strawn. Aphria was advised by Jefferies & Company, DLA Piper and Fasken.
PPG Industries, an American global supplier of paints, coatings, and speciality materials, agreed to acquire Ennis-Flint, a manufacturer and designer of pavement marking materials and traffic safety products, from Olympus Partners, a private equity firm focused on providing equity capital for middle market management buyouts and for companies needing capital for expansion. Financial terms were not disclosed.
"Ennis-Flint has thoroughly enjoyed having Olympus Partners as our financial sponsor, strategic sounding board, and trusted advisor for the past four years. Their support for growth both through internal capital projects as well as acquisitions has been critical to our success," said Matt Soule, Ennis-Flint Chief Executive Officer.
Olympus Partners is advised by Harris Williams & Co and Kirkland & Ellis.
GardaWorld extends offer for G4S. (FS)
GardaWorld, a Canadian security firm, has further extended its cash offer for larger rival G4S, a British private security company, which has repeatedly rejected the hostile bid valuing the British company at about £3bn ($4bn).
The offer will remain open for acceptance until December 16, GardaWorld said, after earlier extending the offer until November 28. G4S had rejected GardaWorld’s sweetened £1.9 ($2.53) per share proposal in September.
"Throughout this process, we have not seen a single piece of evidence to suggest that our offer of 190p in cash is anything other than full and fair," Stephan Crétier, GardaWorld Chief Executive Officer.
General Motors plans not to acquire a stake in Nikola.
General Motors is not longer take an equity stake in Nikola, an electric-truck maker, under a stripped-down agreement revealed, a significant retrenchment from an earlier pact that fueled investor enthusiasm for both companies, WSJ reported.
Under the revised deal, GM still intends to provide Nikola with fuel-cell technology, but it has nixed plans to take an 11% stake in the Phoenix-based startup in exchange for supplying engineering work and other services.
Blackstone, a private equity alternative investment management firm, agreed to acquire DCI, a pioneer in quantitative credit investing. Financial terms were not disclosed. The transaction is subject to customary closing conditions and is expected to close during the fourth quarter of 2020.
“Joining Blackstone Credit will provide DCI’s team and investors with access to unparalleled institutional resources and asset management expertise and accelerate the development of innovative solutions in corporate credit,” Tim Kasta, DCI CEO.
Blackstone is advised by Simpson Thacher & Bartlett.
Patrick Industries, a manufacturer and distributor of component products and building products serving the recreational vehicle, completed the acquisition of Taco Metals, a manufacturer of boating products including rub rail systems, canvas and tower components, sport fishing and outrigger systems. Financial terms were not disclosed.
"After more than 60 years as a family-owned business, my brothers and I are pleased to join the Patrick family to continue the legacy of the Taco brand and broaden our reach and product offerings in the markets we serve. Patrick's strategic resources and marine industry presence will be an added value toward our ongoing commitment to deliver innovative, engineered products that reflect evolving customer preferences for integration, safety, comfort, convenience and technology," Jon Kushner, Taco President.
SVB Financial Group, a commercial bank specializing in high-tech venture capital, agreed to acquire Debt Investment Business from WestRiver Group, a Seattle-based provider of integrated capital solutions for the global innovation economy. Financial terms were not disclosed. The transaction is expected to close by the end of 2020.
"WestRiver Group has been a fantastic partner to SVB for the last eight years. Together we have supported innovative companies across the country with the financing they need to scale. Erik and his team are a welcome addition to SVB Capital and will be instrumental in developing our credit platform and delivering on SVB's mission to be the best partner for technology and life science companies and their investors," John China, SVB President.
Ascent Global Logistics, a transportation and supply chain solutions provider, agreed to acquire Hageland Aviation Services, an air service provider focused on travel within Alaska. Financial terms were not disclosed.
"Rambler Air will provide a much-needed service to Alaskan communities and businesses. We enter Alaska with more than four decades of running USA Jet, a 121 and 135 certified airline, in the lower 48 states. We look forward to bringing our track record of safety, operational excellence and reliable service to Alaska," Tom Stenglein, Ascent Global Logistics President and CEO.
Facebook seeks to acquire Kustomer valued at $1bn.
Facebook is nearing a deal to buy Kustomer, a startup that specializes in customer-service platforms and chatbots, WSJ reported.
The deal, which could be completed as soon as Monday afternoon assuming talks do not fall apart, would value New York-based Kustomer at a little over $1bn. Closely held Kustomer was valued at $710m in a private funding round roughly a year ago.
Perella Weinberg in advanced merger talks with blank-check company. (FS)
Perella Weinberg Partners, an investment bank, is in advanced discussions to combine with the blank-check company FinTech Acquisition IV, FT reported. The deal with FinTech Acquisition would list Perella Weinberg Partners advisory business at an equity valuation of about $760m, adding that the transaction is expected to be announced before the end of the year.
Perella Weinberg, founded by Joe Perella and Peter Weinberg in 2006. Fintech Acquisition IV raised $230m in its IPO in September.
EMEA
S&P Global, a provider of credit ratings, benchmarks and analytics in the global capital and commodity markets, agreed to merge with IHS Markit, a provider of analytics and solutions for the major industries and markets that drive economies worldwide, in a $44bn deal.
Under the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of both companies, each share of IHS Markit common stock will be exchanged for a fixed ratio of 0.2838 shares of S&P Global common stock. Upon completion of the transaction, current S&P Global shareholders will own approximately 67.75% of the combined company on a fully diluted basis, while IHS Markit shareholders will 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.
IHS Markit is advised by Barclays, JP Morgan, Jefferies & Company, Morgan Stanley and Davis Polk & Wardwell. S&P Global is advised by Citigroup, Credit Suisse, Goldman Sachs, Wachtell Lipton Rosen & Katz and Joele Frank. Morgan Stanley is advised by Simpson Thacher & Bartlett. Goldman Sachs is advised by Sullivan & Cromwell.
Lucerne Capital Management, a registered investment adviser managing funds that own approximately $112m of shares of Altice Europe, announced that it has delivered a letter to the Altice Europe Board objecting to the formal all-cash offer of $4.9 per share for all common shares A and common shares B of Altice Europe by Next Private, a private holding company of billionaire Patrick Drahi.
"As you are aware, the vast majority of Altice Europe's minority shareholders believe that the public offer is nothing more than an illicit attempt by Mr Drahi to exploit the Covid-19 pandemic to yet again transfer massive value to himself, to the detriment of the minority shareholders. For this reason, the offer is set up in a way that the minority shareholders are forced to sell their shares at a price pre-determined by Mr Drahi, regardless of their level of willingness to accept the offer price voluntarily. As it is structured in a pre-wired fashion, and as Mr Drahi already has the required majority to vote through the pre-wired restructuring measures himself, Mr Drahi is apparently hoping to push out the minorities quickly while avoiding any sort of scrutiny of the price by the courts," Lucerne.
Altice is advised by Lazard, LionTree Advisors, Allen & Overy and De Brauw Blackstone Westbroek. Next Private is advised by BNP Paribas, Luther, NautaDutilh, Mayer Brown and Ropes & Gray.
Jacobs Engineering, an American international technical professional services firm, agreed to acquire 65% stake in PA Consulting, a management consultancy that specialises in strategy, technology and innovation, from Carlyle for $2.4bn. The transaction is subject to the satisfaction of customary closing conditions and is expected to be closed by the end of its fiscal 2021 second quarter.
"We have undertaken a thorough process to screen and select potential new external investors that align with PA's culture, independence and ambition. Jacobs stood out during the selection process because of the close affinity between our respective values and their reputation as one of the leading global providers of technical and professional services to clients across the public and private sectors. We were hugely impressed with Jacobs' commitment to a PE style investment to support our values and purpose and accelerate our growth trajectory," John Alexander, PA Consulting Chairman.
PA Consulting is advised by Dickson Minto. The Carlyle Group is advised by HSBC, JP Morgan and Linklaters. Jacobs is advised by Rothschild & Co, Fried Frank Harris Shriver & Jacobson and Joele Frank.
Albert Bridge Capital, the AA's largest shareholder, has urged its fellow investors in the British roadside recovery group to reject a takeover bid from a consortium of private equity firms unless the offer is improved, FT reported.
Albert Bridge Capital named Warburg Pincus and TowerBrook Capital Partners offer "derisory" and one that "fundamentally undervalues the equity".
"This initial 35p bid is insufficient, the terms of this offer are not fair or reasonable, and massive shareholder dilution does not need to be the only alternative to accepting this inadequate bid," Drew Dickson, Albert Bridge Chief Investment Officer.
Towerbrook Capital is advised by Barclays, Credit Suisse, Goldman Sachs, Latham & Watkins, Linklaters and Brunswick Group. AA is advised by Citigroup, Evercore, JP Morgan, Freshfields Bruckhaus Deringer and FTI Consulting.
Mitie, an outsourcing company, completed the acquisition of the support services arm of Interserve, a services, maintenance and building group operating in the public and private sectors in the UK, for £190m ($338m), comprising £120m ($150m) in cash and a 23.4% shareholding in Mitie to be held by or on behalf of Interserve’s shareholders.
“The transaction, which is consistent with our stated strategy of realising value for our shareholders, will reduce the Group’s debts, enable a paydown to our shareholders and stabilise the Group’s financial position through the retention of a proportion of the proceeds," Alan Lovell, Interserve Chairman.
Mitie was advised by Barclays, Evercore, JP Morgan, Jefferies & Company, Santander, and Linklaters. Interserve was advised by Lazard, Slaughter & May and Tulchan Communications.
Stirling Square- and TA Associates-backed Byggfakta Group, a data and software provider to the European construction industry, agreed to acquire NBS Enterprises, a construction technology platform, from Lloyds Development Capital and Royal Institute of British Architects, a global professional membership body driving excellence in architecture. The completion of the transaction is subject to the customary regulatory approvals. Financial terms were not disclosed.
“The success of NBS over the last two and a half years proves the value of LDC’s approach to supporting experienced and ambitious management teams with the resource, capital and network to grow their businesses. They have delivered both international expansion and significant new product development in a short period of time to create a solid foundation for continued growth. We wish NBS all the best on the next stage of their growth journey with Byggfakta Group,” Martin Draper, LDC Chief Executive.
NBS is advised by Bank of America Merrill Lynch and Addleshaw Goddard. Byggfakta Group is advised by Goodwin Procter.
A cash takeover offer announced by the Italian arm of Credit Agricole for rival Creval is “fair” and there would be no reason to change it, the head of the unit said, Reuters reported.
Credito Valtellinese has said the offer was “unexpected and not previously agreed” and sources have said it will fight it to get a better price. The price was too low given the tax benefits Italy has drawn up to encourage mergers. The tax breaks are due to be approved by the end of the year as part of the government’s 2021 budget.
Credit Agricole Italy is advised by Credit Agricole, JP Morgan and BonelliErede.
Vienna Insurance Group, an international insurance group, agreed to acquire Aegon Central and Eastern European business from Aegon, a provider of life insurance, pensions and asset management, for $992.8m. The transaction is subject to regulatory and antitrust approvals customary for transactions of this nature and is expected to close in the second half of 2021.
“This transaction will simplify Aegon’s footprint and strengthen our balance sheet. We are sharpening our strategic focus and are concentrating on those countries and business lines where Aegon can create most value. I would like to thank our employees in Hungary, Poland, Romania and Turkey for their significant contribution to Aegon over the years. We believe that our businesses will benefit greatly from the vast experience of VIG, a leading insurance group in the region,” Lard Friese, Aegon CEO.
Harith General Partners and the Phembani Remgro Infrastructure Fund, two Zimbabvian buyout firms, are set to acquire a stake in Zimbabwe Beitbridge border, one of Africa’s busiest land border crossings, for $296m.
Among other upgrades, the fresh investment through Zimborders will go into installing automated queuing and payment systems to minimize human interaction and the risk of fraud and corruption. It will also be spent on modern cargo-scanning equipment for faster inspection and detection of contraband and dangerous cargo.
Three prominent French businessmen, including telecoms billionaire Xavier Niel, have joined forces to create a blank-cheque company that caters to the demand for organic food and more sustainable consumer goods. They plan to raise €250m-300m ($299-359m) via a SPAC that will be listed on the Euronext exchange in Paris.
Niel has teamed up with Centerview Partners banker Matthieu Pigasse, although the sectoral expertise and strategic vision comes from their partner, Moez-Alexandre Zouari. The French entrepreneur has built a small empire in food retail as the franchise partner of supermarket chain Casino, and also jointly owns frozen-food group.
"We want to build a European champion in organic food. People want to consume differently nowadays, not only for their health and wellbeing but for that of the planet," Moez-Alexandre Zouari, 2MX Organic Partner.
Siltronic in talks to acquire GlobalWafers.
Siltronic, the German silicon wafer maker, is in advanced talks to be bought by Taiwan's GlobalWafers in a €3.75bn ($4.5bn) deal, Reuters reported.
The stock rose by nearly 10% to trade just shy of the offer of €125 ($150) per share that Siltronic said it expected GlobalWafers to make, describing the proposed valuation as appropriate and attractive. That represents a premium of 48% to the undisturbed average market price for Siltronic over the previous 90 days.
Siltronic is advised by Credit Suisse. GlobalWafers is advised by Nomura.
Lloyds named HSBC ex-executive as its new boss. (People)
Lloyds said it had picked Charlie Nunn, currently head of wealth and personal banking at rival HSBC, to succeed Antonio Horta-Osorio when he steps down next year after a decade as a CEO, Sky News reported.
The date is yet to be fixed, but Mr Nunn's current contract has a six-month notice period and a non-compete clause of the same duration - barriers that would be expected to be brought down following negotiations between the banks.
APAC
Private equity firm TPG-backed Singapore Life, completed the acquisition of a majority stake in Aviva Singapore, the Singaporean substitute of insurance broker Aviva for $1.9bn.
This is the third transaction Aviva has completed so far this year and follows the recent announcement of the sale of our entire shareholding in Aviva Vita, an Italian life insurance joint venture. Aviva continues to work at pace, taking decisive actions on its portfolio to transform the company for the benefit of its shareholders.
Singapore life was advised by JP Morgan, Moelis & Co, Standard Chartered Bank, Latham & Watkins, Norton Rose Fulbright, Slaughter & May, TSMP Law, and Wachsman. TPG was advised by Weil Gotshal and Manges. Aviva is advised by Citigroup.
Asian Infrastructure Investment Bank, a multilateral development bank, completed a $100m investment in ADM Capital, a Hong Kong headquartered investment manager.
“Our commitment at the outset will demonstrate to potential institutional investors the compelling opportunities in financing smaller companies working in the renewables sector in emerging Asian countries. This group typically finds it difficult to attract capital from traditional sources like commercial banks due to their small size, complex risk profile and their need for a structured financing solution,” Dongik Lee, AIIB Director General.
J-Star, a Japanese private equity firm, completed the acquisition of Shirayuki Fuukin, a Japanese homeware brand. Financial terms were not disclosed.
“We will exert to grow the business together with the management by enhancing Shirayuki Fuukin’s brand, product development, and marketing aspects,” Rokuro Haraat, J-Star Representative Director.
Jiangsu Shagang considers $2.25bn Henan province consolidation drive.
Jiangsu Shagang Group, China's private steel producer, will invest CNY14.8bn ($2.25bn) in buying up and modernising steel mills in central Henan province in a project to create a high-end manufacturing base, DealStreetAsia reported.
Led by Anyang Yongxing Special Steel, a unit of Shagang based in Henan, the project targets annual iron capacity at 4.94m tonnes and steel capacity at 5.5m tonnes when complete.
China Evergrande Group management was against spin-off of its property-management arm.
China Evergrande Group was able to pull off the spin-off of its property-management arm, but Chairman Hui Ka Yan and his long-time allies were not supporting this transaction, Bloomberg reported.
Two months after the company narrowly avoided a cash crunch, the unit raised $1.84bn in a Hong Kong IPO that included a staggering 23 cornerstone investors. The sale, another step in Evergrande's goal to pare down its $120bn debt pile amid tighter government oversight, priced in the lower half of its marketed range.
Nice Tuan raised $196m in Series C3 round. (FS)
Nice Tuan, a Chinese community e-commerce platform, known as Shihuituan, has raised $196m in a Series C3 round, company's fourth funding round this year as the Covid-19 pandemic has significantly accelerated consumers’ demand for online purchases of fresh produce, DealStreetAsia reported.
Alibaba, a Chinese e-commerce giant, and Jeneration Capital, a Hong Kong-based investment firm, led a Series C3 round. Other investors included Chinese private equity fund manager KunLun Fund, CICC Capital’s affiliated fund and Chinese alternative asset management firm CDH Investments. Global venture capital firm GGV Capital and Joy Capital, VC powerhouse Qiming Venture Partners and INCE Capital, a VC firm co-led by former Qiming partner JP Gan, also participated.
Cygnus Equity, a Chinese boutique investment bank, participated in the deal and served as the exclusive financial adviser.
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