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Daily Review is our daily roundup of M&A news. Announcements, rumors, insights, and data before your morning coffee. Subscribe and never miss a beat with MergerLinks.
13 December 2018

Asda and Sainsbury’s ask to delay ant​itrust inquiry into their £7.3bn merger.

Daily Review

Global M&A

EMEA

Siemens and Alstom submit to EU requirements to proceed with the €15bn merger.

Asda and Sainsbury’s ask to delay an antitrust inquiry into their £7.3bn merger.

DNO gives Faroe shareholders three weeks to accept the £610m bid.

Jin Jiang-led consortium increased its stake in Radisson Hotels to 100%.

Elliott takes a €930m minority stake in Pernod Ricard. (Financial Sponsors)

Liberbank and Unicaja confirm deal negotiations.

Axel Springer is looking to spin off its digital classified advertising business.

Shell suspends asset swap talks with Gazprom.

ABB negotiates the sale of its power grid business with Hitachi.

Credit Suisse will buy back CHF3bn worth of its shares.

Ferrovie dello Stato wants Easyjet or Delta to get involved in Alitalia.

 

AMERICAS

Sonic Healthcare acquired Aurora Diagnostics for $540m.

Vale acquired New Steel from Hankoe FIP for $500m. (FS)

Cobepa completed the acquisition of BioAgilytix from Riverside Company for $280m. (FS)

Cerberus acquired Sparton Corporation for $182m. (FS)

Verizon took a $4.6bn Q4 charge on Oath unit.

SoftBank looks to sell its stake in nVidia for about $3bn.

BHP decides not to sell Cerro Colorado mine to EMR Capital. (FS)
 
FCC ponders ending merger ban for broadcast networks.
 

APAC

Apax matches Hellman & Friedman's bid for Trade Me with an NZ$2.56bn offer. (FS)

Anbang Insurance put its stake in Chengdu Rural Commercial Bank for sale for CNY16.8bn. (FS)

Tokopedia secured $1.1bn in financing from SoftBank and Alibaba.

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EMEA

 
Siemens and Alstom submit to EU requirements to proceed with the €15bn merger.

Germany’s Siemens and France’s Alstom first announced the €15bn ($17bn) merger of their rail operations in September 2017. The companies agreed to reduce their combined sales by more than €500m ($567m) in a bid to get the deal approved. 

“The proposed remedies include mainly signaling activities as well as rolling stock products and represent around 4% of the sales of the combined entity,” Siemens and Alstom said in a brief joint statement on Wednesday.

Alstom was advised by Cleary Gottlieb Steen & Hamilton, while Siemens was advised by Goldman Sachs, Rothschild, Latham & Watkins, and Sullivan & Cromwell.
 
Asda and Sainsbury’s ask to delay an antitrust inquiry into their £7.3bn merger.

Sainsbury’s and Asda, the two British supermarket chains, which first announced their merger in April 2018, asked for a delay in the competition inquiry into their proposed £7.3bn ($9.3bn) deal. The companies said the current timetable did not give them, or the Competition and Markets Authority, sufficient time given the unprecedented scale and complexity of the case.

The CMA, which expects to issue provisional findings early next year, ahead of a final report in March, said its priority was assessing if customers would face higher prices or a lower quality of service. It said it was not unusual for firms under investigation to have to assess a large volume of material in a short timeframe.

Sainsbury’s was advised by Morgan Stanley, UBS and Brunswick. Walmart, which previously owned Asda was advised by Rothschild.
 
DNO gives Faroe shareholders three weeks to accept the £610m bid.

DNO, a Norwegian oil and gas operator, offered to pay £610m ($762m) for Faroe Petroleum, an independent oil, and gas company, on November 26. Faroe shareholders claim that the offer undervalues the company. 

“This full and fair offer provides Faroe shareholders a rare opportunity to exit their relatively illiquid AIM-listed positions at an attractive price in a volatile and uncertain market for oil and equities,” said Bijan Mossavar-Rahmani, executive chairman of DNO.

If the offer lapses, DNO cannot make a new one for another 12 months.

DNO is being advised by Brunswick Group, Pareto Securities and Lambert Energy Advisory. Faroe is being advised by FTI, BMO Capital Markets, Rothschild and Stifel Nicolaus.
 
Jin Jiang-led consortium increased its stake in Radisson Hotels to 100%.

A consortium led by China’s Jin Jiang International increased stake in Radisson Hotels, a Swedish hotel chain, to 100%. The transaction values Radisson at SEK7bn ($771m). The offer of SEK40 ($4.4) per share, represents a premium of about 10% to the stock’s closing price on Monday. The consortium had already acquired 50.21% stake in the company for SEK35 ($3.8) per share in August 2018.
 
Elliott takes a €930m minority stake in Pernod Ricard. (FS)

Pernod Ricard is a French company that produces distilled beverages. Elliott Management will work with the family-backed French company to try to improve its performance. According to the hedge fund, Pernod possesses an outstanding portfolio of leading international spirits brands and offers one of the most attractive investment opportunities in the industry, with significant potential for improvement.
 
Despite the favorable economic backdrop for the spirits industry over the last decade, the company has lost market share across key segments within its portfolio and underperformed its peers on several metrics.

Elliott also sent a letter to the board of Pernod Ricard asking for cost cuts of some €500m ($567m) to help boost its operating performance.
 
Liberbank and Unicaja confirm deal negotiations.

Unicaja, a Spanish savings bank based in Málaga, and Liberbank, a Spanish bank constituted by a combination of Group Cajastur, Caja de Extremadura and Caja Cantabria, confirmed that they engaged in negotiations regarding a potential deal. Spanish newspaper Expansion earlier reported that the banks were considering a merger to create Spain’s sixth-largest lender by assets, with almost €96bn ($109bn).

Unicaja’s shares rose by more than 14% while Liberbank’s stock was up 12.5% in response to the news.
 
Axel Springer is looking to spin off its digital classified advertising business.

The German publisher is looking to the precedent set by Norwegian media group Schibsted, which plans to spin off and list its classified ads business to enable it to grow through mergers and acquisitions. Springer’s digital classifieds business, which includes jobs site Stepstone, real estate, and other properties, is growing faster than its news operation. 

CEO Mathias Doepfner said he expected revenues growth at digital classifieds of more than 10% over the next three years.
 
Shell suspends asset swap talks with Gazprom.

The possible swap memorandum was signed in 2015. It was seen as a coup for Gazprom at a time when many Western companies were reducing their exposure to Russia because of Western sanctions over actions in Ukraine.

Strategically crucial for both parties, the memorandum outlined the highlights of the deal that would provide Gazprom and Shell with 25% plus one share in the Sakhalin-II project and a 50% cut in the Zapolyarnoye – Neocomian field.
 
ABB negotiates the sale of its power grid business with Hitachi.

ABB, a Swiss-Swedish multinational corporation headquartered in Zurich, Switzerland, operating mainly in robotics, power, heavy electrical equipment and automation technology areas, is looking to sell its power grid business to focus on more profitable divisions. ABB has been in talks with Hitachi, Mitsubishi Electric Corp and State Grid of China to sell all or part of the business since November.

Japan’s Nikkei newspaper reported that ABB and Hitachi were closing in on a deal in which Hitachi would pay between JPY600bn and JPY800bn ($5.29-7.05bn) for an initial 50% stake in the business.
 
Credit Suisse will buy back CHF3bn worth of its shares.

Credit Suisse plans to buy back approximately CHF3bn ($2.4bn) of shares over the next two years and raise its dividend. Switzerland’s second-biggest bank confirmed commitments to distribute half of the net profit to shareholders, mainly through buybacks or special dividends.

The bank this month wraps up the restructuring programme, which cut costs as it shrank risky and capital-intensive investment banking activities, reduced financing costs and wound down non-strategic business, cutting thousands of jobs.
 
Ferrovie dello Stato wants Easyjet or Delta to get involved in Alitalia.

Ferrovie dello Stato, a state-owned holding company that manages infrastructure and services on the Italian rail network, is working to get airlines easyJet and Delta to help Alitalia, the flag carrier of Italy.

State-appointed commissioners, who run Alitalia, accepted a binding purchase offer by Ferrovie dello Stato. The airline had been put on sale after being in special administration since early last year. The rail company picked up Alitalia on set conditions, including being joined by industrial partners that would help turn Alitalia around.
 
 

AMERICAS

 
Sonic Healthcare acquired Aurora Diagnostics for $540m.

Sonic Healthcare, an Australian medical laboratory company, acquired Aurora Diagnostics, pathology services, and cancer diagnostics company, for $540m. The acquisition of Aurora is expected to be about 3% EPS accretive post-placement on a pro-forma FY2019 basis before expected revenue and cost synergies, Sonic said in a statement. The acquisition will help Sonic substantially grow its operations in the United States.
 
Vale acquired New Steel from Hankoe FIP for $500m. (FS)

Vale, a Brazilian multinational corporation engaged in metals and mining, acquired New Steel, a company that develops innovative iron ore beneficiation technologies and currently owns patents of dry processing concentration in 56 countries, from Hankoe FIP for $500m.

This technology will support the development of Vale’s high-grade pellet feed initiatives, including the South-eastern System 20 Mtpy pellet feed project.
 
Cobepa completed the acquisition of BioAgilytix from Riverside Company for $280m. (FS)

Cobepa SA, a privately-held investment company, completed the acquisition of BioAgilytix, a leading provider of large molecule bioanalytical testing services, from Riverside Company for $280m. The deal was first announced on November 2. The acquisition by Cobepa will provide BioAgilytix with increased funding and resources to meet the growing demand for its high-quality services, driven by its strong scientific reputation and leading expertise in biologics development.

“We recognize BioAgilytix as a leader in the specialty area of large molecule bioanalysis, and with our support, its team will be fully equipped to help global pharmaceutical and biotech sponsors bring more large molecule drugs to market, faster,” said Peter Connolly, Managing Director, Cobepa North America.

Lincoln International, Wells Fargo and Choate Hall & Stewart advised BioAgilytix.
 
Cerberus acquired Sparton Corporation for $182m. (FS)

Cerberus Capital Management acquired Sparton Corporation, a provider of electromechanical devices, for $18.50 per share or $182m in total. The $18.50 per share consideration represents a premium of approximately 41% over Sparton’s closing share price on December 11, 2018. The Sparton Board of Directors has unanimously approved the agreement and recommends that the Company’s shareholders approve the transaction.

Tarek Ajouz, Managing Director of Cerberus, commented, “Sparton has a proven track record as a leading manufacturer of complex electromechanical devices for leading businesses and government agencies around the world.  With its industry-leading solutions and strong customer relationships, we believe there is significant opportunity to expand the Company’s leadership position in its markets further.”

JP Morgan, Blank Rome, Kirkland & Ellis, and Lowenstein Sandler advised Cerberus. JP Morgan, Wells Fargo, and Raymond James advised Sparton. MSD Partners and TCW provided debt financing.
 
Verizon took a $4.6bn Q4 charge on Oath unit.

The US telecom giant said that the creation of Oath after it acquired Yahoo for $4.5bn and merged it with AOL has led to a charge of around $4.6bn during the fourth quarter of 2018. Verizon said the media segment is less valuable than previously thought and has adjusted financial projections as a result.

“Verizon’s Media business, branded Oath, has experienced increased competitive and market pressures throughout 2018 that have resulted in lower than expected revenues and earnings,” Verizon’s regulatory filing said. “These pressures are expected to continue and have resulted in a loss of market positioning to our competitors in the digital advertising business.”
 
SoftBank looks to sell its stake in nVidia for about $3bn.

The company said it plans to sell the stake early next year. Nvidia’s stock plunged by 50% in early October causing SoftBank to look for potential buyers of the US chipmaker.
 
SoftBank acquired the stake in May 2017.
 
BHP decides not to sell Cerro Colorado mine to EMR Capital. (FS)

BHP, the Melbourne-based mining giant, called off the deal to sell its smallest Chilean copper operation as buyer EMR Capital Advisors Pty failed to meet the financing conditions. The $320 acquisition was first announced in June 2018.

“The decision to call off the deal was agreed upon by both parties after it became clear that financing conditions would not be met within the agreed upon timeline,” a spokeswoman for BHP told Reuters.
 
FCC ponders ending merger ban for broadcast networks.

The Federal Communications Commission voted to open a new review of media ownership rules and discuss whether the government should end a prohibition on mergers among the four largest broadcast networks: NBC, ABC, CBS and Fox.

FCC Chairman Ajit Pai said the commission is “teeing up many questions” and keeping an open mind on whether the rules still make sense. The FCC will also consider if existing rules that limit the number of local radio stations in a single market should be rescinded.
 
 

APAC

 
Apax matches Hellman & Friedman's bid for Trade Me with an NZ$2.56bn offer. (FS)

New Zealand’s top online marketplace Trade Me is set to be acquired by Apax Partners for NZ$2.56bn ($1.8bn) after the British firm matched a rival offer from Hellman & Friedman. Apax offered to pay NZ$6.45 (4.43) per share, NZ$0.05 ($0.03) more than it offered in November.

“After careful consideration, the board has unanimously concluded that this offer is consistent with our efforts to deliver maximum value for shareholders,” Chairman David Kirk said in a statement, adding the deal would need shareholder and court approval.

Apax was advised by UBS, while Trade Me was advised by Goldman Sachs.
 
Anbang Insurance put its stake in Chengdu Rural Commercial Bank for sale for CNY16.8bn. (FS)

The 35% stake will be auctioned if more than one bidder is interested in buying it. Chengdu Rural Commercial Bank provides commercial banking products and services in China.

This CNY16.8bn ($2.4bn) deal is the latest in a slew of asset sales undertaken by Anbang, once among China’s most aggressive overseas dealmakers. Anbang is also negotiating a sale of $200m worth of Japanese real estate properties to Blackstone. Further asset sales are expected.

UBS and China International Capital Corp advise Anbang on the sales.
 
Tokopedia secured $1.1bn in financing from SoftBank and Alibaba.

Indonesian e-commerce company Tokopedia plans to use the funds to invest in technology and infrastructure. The investment would help “broaden Tokopedia’s scale and reach” besides improving its operational efficiency, CEO and co-founder William Tanuwijaya said in a statement. Founded in 2009, Tokopedia is currently Indonesia’s largest online marketplace, drawing comparisons to Alibaba’s Taobao.

While no official valuation was provided, the Indonesian company is rumored to be worth about $7bn after the financing.

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