Daily Review

Tivity Health acquired Nutrisystem for $1.4bn.

Tianqi’s CEO says acquisition of SQM will benefit both companies.

Elliott-backed ASG raises offer for Mitek to $488m. (FS)

Apis Capital Management acquired Veritone for $198m. (FS)

Ferrero interested in buying Cambell Soup Company’s international business. (FS)

Injunction which blocked Embraer / Boeing deal overturned. 

Petrobras enters non-binding phase of onshore oil assets sale.

Siris Capital and Elliott Management acquired Travelport, a leading travel technology company, for $4.4bn. Under the terms of the agreement, Siris and Evergreen will acquire all the outstanding common shares of Travelport for $15.75 per share in cash. The Board of Directors of Travelport unanimously approved the agreement and recommended the deal.

Gordon Wilson, President and CEO of Travelport, commented: “Travelport welcomes this proposed transaction with Siris and Evergreen, who are specialist technology platform investors. Throughout the process, Siris and Evergreen have demonstrated their deep technology expertise together with a strong commitment to the success of our customers, employees and partners. We will continue to develop and invest in our platform to serve the changing needs of our customers in the travel industry.”

Morgan Stanley, Kirkland & Ellis and UBS advised Travelport. Deutsche Bank, LionTree, Macquarie, Sidley Austin and Wachtell Lipton Rosen & Katz advised Siris. Gibson Dunn & Crutcher advised Elliott Management Corporation. Bank of America Merrill Lynch, Barclays, Credit Suisse, Deutsche Bank and Macquarie provided financing.

 

Experian, a consumer credit reporting agency, acquired Compuscan, one of the leading credit bureau and information services businesses in Africa, for ZAR3.7bn ($263m).

Brian Cassin, Chief Executive Officer of Experian said: "By combining forces with Compuscan, we will be better positioned to serve the people and businesses of this region and be an enabler of growth in consumer and business credit, identity management and financial inclusion. This is an important transaction for our business in South Africa and will provide opportunities more broadly across the African continent."

Finsbury, PR firm, advised Experian.

 

ISS, a facilities support services company, which is one of the world’s largest private employers, is planning to cut about 100k jobs as it exits 13 countries that were among its least profitable markets. The move represents about a fifth of the company’s global workforce.

 

Shareholders will get at least a quarter of as much as DKK2.5bn ($383m) in anticipated net proceeds, Chief Executive Officer Jeff Gravenhorst said on Monday. The countries ISS plans to leave are mostly in emerging markets, including Asia and Eastern Europe.

 

Spanish motorway group Abertis, which has been acquired jointly by Atlantia, ACS, and Hochtief, will look at potential acquisitions in target markets, Chairman Marcelino Fernandez Verdes said. The consortium acquired Abertis in October 2017 for €16.5bn ($19.3bn). Abertis’ shareholder meeting appointed on Monday five new board directors, including Atlantia’s CEO Giovanni Castellucci.

Tivity Health, a provider of fitness and health improvement program, acquired Nutrisystem, a provider of weight management products and services, for $1.4bn. Nutrisystem shareholders will receive $38.75 per share in cash and 0.2141 Tivity Health shares for each share of Nutrisystem stock. The transaction values Nutrisystem at approximately $47 per share.

"The acquisition of Nutrisystem is an exciting and transformational event for Tivity Health as we expand our portfolio of healthy lifestyle brands," said Donato Tramuto, Tivity Health's Chief Executive Officer. "Tivity Health has the opportunity to accelerate its already impressive growth with the addition of Nutrisystem. Our combined platform has the potential to attract new users, increase enrollment, and enhance engagement among loyal customers and members of both companies."

Credit Suisse acted as financial advisor to Tivity, while Health and Bass, Berry & Sims PLC served as legal counsel. Evercore acted as financial advisor to Nutrisystem and Davis Polk & Wardwell LLP served as legal counsel.

 

Tianqi bought a 23.77% share in SQM, a Chilean chemical company and a supplier of plant nutrients, iodine, lithium and industrial chemicals, from Canadian fertilizer company Nutrien for $4.1bn. The deal faced scrutiny from regulators, competitors and consumer groups amid concerns that it would give Tianqi a near monopoly over the global lithium market.

 

Vivian Wu, Tianqi’s CEO, told Chilean newspaper La Tercera that Tianqi was looking at other potential investments in Chile as part of its aim to “solidify” its position in the new energy resources market.

 

The offer to buy Mitek, a software company that specializes in digital identity verification and mobile capture built on artificial intelligence algorithms, was increased from $10 to $11.5 per share. The latest offer, which represents a 28.2% premium to the stock’s closing price on Friday, values Mitek at approximately $488m.

ASG is looking to expand its software products to banks through an acquisition of Mitek. The company expects to finance the deal with cash from its balance sheet, debt financing from third-party lenders and cash equity invested by Elliott Management Corporation and other shareholders.

 

Apis Capital Management acquired Veritone, a Costa Mesa, California-based software company, for $198m. Apis is to obtain, through its private equity fund Apis Ventures, all of the outstanding shares of Veritone for $10.26 per share. This offer represents a 93% premium over the closing price of Veritone Common Stock on December 4, 2018.

“We have determined it is necessary to take our offer directly to Veritone stockholders in order to deliver significant value to them as expeditiously as possible,” said Managing Partner of Apis Capital Management, Dr. Edgar Radjabli. “Our vision for the company involves significant synergy with our growing portfolio of AI and machine learnings investments, opening up new opportunities for Veritone’s technology.”

Apis Capital Management was advised by Shift4 Capital and Duane Morris.

 

Ferrero, an Italian manufacturer of branded chocolate and confectionery products, expressed its interest in acquiring Campbell Soup Co’s international business, which includes biscuit brand Arnott’s. The deal could be valued at approximately $2bn.

Campbell recently settled a months-long proxy battle with billionaire Daniel Loeb’s hedge fund Third Point LLC, which had pressured the company to sell itself. The company said last month, the units which were put up for sale have attracted strong interest from potential buyers.

Rothschild is advising Ferrero on the potential acquisition.

 

The injunction emerged from a class action brought by four congressmen from Brazil’s left-wing Workers Party. It was meant to prevent Embraer from selling an 80% stake in the company to Boeing for $3.8bn.

The government’s top lawyer had asked the court to overturn the injunction, arguing that it violated the constitutional right to freedom of enterprise by interfering in the negotiations between two private companies. A final decision is in the hands of Embraer shareholders. However, they still need a green light from the Brazilian government, which has a golden share in Embraer.

President Michel Temer’s outgoing government has said it will leave that decision to the administration of right-wing President-elect Jair Bolsonaro, who takes office on Jan 1.

 

Brazilian state-run oil firm Petroleo Brasileiro SA entered into the non-binding phase of the sale of an onshore oil cluster located in the state of Espírito Santo, it said on Monday. Petrobras has a 100% stake in the Lagoa Parda, Lagoa Parda Norte, and Lagoa Piabanha fields, collectively known as the Lagoa Parda Cluster. The cluster provides 266 barrels of oil per day.