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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.
8 February 2019

Cisco closed the $660m acquisition of Luxtera.

Daily Review

Global M&A

EMEA

SAP to refrain from M&A until it retires debt from Qualtrics takeover. (Financial Sponsors)

Carlyle Group sold UK health snacks brand Graze to Unilever. (FS)

ATP increased its stake in Danske Bank. (FS)

Total is undecided on bidding for Eneco.

Carlyle Group ponders bidding for Patisserie Valerie. (FS)

Thomas Cook considers selling its airline unit.

Bankers suggest Russian companies should delist because of US sanctions.

Mediobanca to sell shares in Generali.

Bowmark Capital considers a £90m offer for Tax Systems. (FS)

 

AMERICAS 

SunTrust and BB&T to merge in a $66bn deal to create the 6th largest US bank.

KKR invested in OneStream Software, valuing it at $1bn. (FS)

Cisco closed the $660m acquisition of Luxtera.

Dell ponders $2bn sale of SecureWorks.

JP Morgan said Apple should consider buying Netflix.
 

APAC

SYZ Capital acquired Singapore-based SINWA Group. (FS)
 

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EMEA

 
SAP to refrain from M&A until it retires debt from Qualtrics takeover. (FS)

German business software group SAP will refrain from major takeover deals until it has retired the debt it took on for its $8bn acquisition of Qualtrics, the US customer sentiment tracking firm, CEO Bill McDermott said. The deal was announced in November 2018. Qualtrics was acquired from Accel Partners, Sequoia Capital and Insight Venture Partners.

“We will not do big M&A until we retire the debt on Qualtrics,” McDermott told a capital markets presentation in New York. “Even after that, when I think about the completeness of our portfolio, we don’t need one.”

Qatalyst Partners and Goodwin Procter advised Qualtrics. JP Morgan, Jones Day and Skadden Arps Slate Meagher & Flom advised SAP.
 
Carlyle Group sold UK health snacks brand Graze to Unilever. (FS)
 
Carlyle Group sold Graze, the UK’s largest healthy snack brand, to Unilever, a British-Dutch transnational consumer goods company. Carlyle acquired the brand in 2012. Unilever allegedly beat bids from rivals Kellogg's and PepsiCo. Financial terms were not disclosed. 

Nitin Paranjpe, President of Unilever’s Food & Refreshment business said: “Graze is the number one healthy snacking brand in the UK – delivering consumers fabulously tasty snacking options, delivered in beautiful packaging. A truly multichannel brand, Graze offers personalization, convenience and great nutrition, brilliantly meeting the needs of millennial consumers. Accelerating our presence in healthy foods and out of home this is an excellent strategic fit for the Unilever Food & Refreshment business, and a wonderful addition to our stable of purpose-driven brands. We look forward to working with the Graze team to grow the business, leveraging their tech and e-commerce expertise for our wider portfolio, and offering more consumers the opportunity to snack in a healthier way.”
 
Harris Williams advised Graze. DLA Piper and Tulchan Communications advised Unilever. Travers Smith advised Carlyle Group.
 
ATP increased its stake in Danske Bank. (FS)

Denmark’s ATP pension fund, which handles the retirement savings of most Danes, increased its stake in Danske Bank and is to take an active ownership role. Danske Bank is being investigated in Denmark, Estonia, Britain and the United States and could face hefty fines over €200bn ($229bn) of suspicious payments through its Estonian branch between 2007 and 2015.

“When we are investing in shares, we are investing in the future not in the past,” ATP’s interim chief executive Bo Foged told Reuters.
 
Total is undecided on bidding for Eneco.

France’s Total, a multinational integrated oil and gas company, has yet to make a decision on whether to bid for Eneco, one of the largest producers and suppliers of natural gas, electricity and heat in the Netherlands. Total has been mentioned alongside others including Shell as vying for Eneco, which analysts estimate to be worth around €3bn ($3.4bn).

“We are in the Netherlands. We are one of the players. We have a marketing and services activity, we have a refining activity, so we know the Netherlands and it is true that we are willing to expand our electricity portfolio,” Total CEO Patrick Pouyanne said.
 
Carlyle Group ponders bidding for Patisserie Valerie. (FS)

Carlyle Group’s special situations unit is weighing a bid for troubled cafe chain Patisserie Valerie. The talks are rumored to be at an early stage. Patisserie Valerie was previously backed by London-based growth investor Risk Capital Partners.

Patisserie Valerie, which was listed on the AIM stock exchange, had a market value of nearly £450m ($582m) before its shares were suspended from trading in October.
 
Thomas Cook considers selling its airline unit.

Thomas Cook, a British global travel company, said it is willing to sell its profitable airline unit to cover its losses from 2018. The oldest travel company in the world stumbled badly last year when a heatwave in northern Europe deterred holidaymakers from booking lucrative last minute deals, leading to two major profit warnings and talk of a need to raise funds.

“Thomas Cook doesn’t need to own an airline outright to be a successful holiday company,” Chief Executive Peter Fankhauser said, adding a review was being conducted and the company would retain strong links to the carrier whatever the outcome.

easyJet, Lufthansa, IAG and Ryanair are rumored to be interested in different parts of the airline business, which Credit Suisse said could be worth £1.8bn ($2.3bn) to £3.2bn ($4.1bn). Citi valued the airline at £630m ($825m).
 
Bankers suggest Russian companies should delist because of US sanctions.

Uncertainty caused by the expansion of US sanctions on Russia last year has pushed companies’ share prices lower, prompting investment bankers to suggest their clients should delist from local and international exchanges. Last year for the first time in a decade there were no initial public offerings in Russia. Russian food retailer Dixy was one of those that decided to delist from the Moscow Exchange last year, while Megafon, Russia’s No.2 phone operator, canceled its London-listed shares and said it would consider doing the same for its Moscow listing, according to a Reuters report.
 
Mediobanca to sell shares in Generali.

Italian investment house Mediobanca is ready to sell shares in Generali, an Italian insurance company, the largest in Italy and third in the world, to help fund larger-sized acquisitions of banking assets. Mediobanca currently holds a 13.5% stake in the company.

“We are looking at mid-size deals but we’re also prepared to use our Generali shares for something bigger, selling off even more than 3%,” said Chief Executive Alberto Nagel.

The bank had previously said it would sell down a 3% stake in Generali by June this year. However, on Thursday Nagel said selling down the stake would now be tied to deal opportunities.
 
Bowmark Capital considers a £90m offer for Tax Systems. (FS)

Compliance technology company Tax Systems confirmed it is in advanced talks with Bowmark Capital over a potential takeover offer. The cash bid, which has not yet been confirmed, would be at a price of 110 pence per Tax Systems share, valuing the company at £90m ($116m). MXC Capital, which owns a 26% stake in Tax Systems, has given Bowmark an irrevocable undertaking to accept the offer.
 
 

AMERICAS

 
SunTrust and BB&T to merge in a $66bn deal to create the 6th largest US bank.

BB&T and SunTrust, two American bank holding companies, agreed to a $66bn merger. Under the terms of the agreement, SunTrust shareholders will receive 1.295 shares of BB&T for each SunTrust share they own. Transaction values SunTrust at $28bn. BB&T shareholders will own approximately 57% and SunTrust shareholders will own approximately 43% of the combined company. 

"This is a true merger of equals, combining the best of both companies to create the premier financial institution of the future," said BB&T Chairman and Chief Executive Officer Kelly S. King. "It's an extraordinarily attractive financial proposition that provides the scale needed to compete and win in the rapidly evolving world of financial services. Together with Bill's leadership and our new SunTrust teammates, we're going to bring the best of both companies forward to serve our clients and communities." 

Goldman Sachs, SunTrust Robinson Humphrey and Sullivan & Cromwell advised SunTrust. RBC and Wachtell Lipton Rosen & Katz advised BB&T.
 
KKR invested in OneStream Software, valuing it at $1bn. (FS)

KKR invested in OneStream Software, a leading provider of cloud or on-premise Corporate Performance Management solutions for mid-sized to large enterprises, valuing the company at $1bn. The capital infusion is OneStream’s first from an external investor, after achieving nearly 500% growth over the last three years while maintaining strong profitability.

“Based on their more than two decades of experience developing software solutions for the office of the CFO, the OneStream team has taken a modern platform approach to address the complex financial structures facing large organizations today. As a result, OneStream’s platform is rapidly gaining mindshare as the high-quality and high-value alternative to maintaining cumbersome legacy applications,” said Dave Welsh, Member and Head of TMT Growth Equity at KKR. “We look forward to supporting the company with our proven capabilities to help our portfolio companies drive international expansion, scale operations, and enable access to a broader range of customers across industries and government.”

Wells Fargo advised OneStream Software.
 
Cisco closed the $660m acquisition of Luxtera.

Cisco, an American multinational technology conglomerate, acquired Luxtera, a semiconductor company based in Carlsbad, California, for $660m in December 2018. Cisco plans to incorporate Luxtera’s technology across its intent-based networking portfolio, spanning enterprise, data center and service provider markets.

"With Cisco's 2018 Visual Networking Index projecting that global Internet traffic will increase threefold over the next five years, our customers are facing an exponential demand for Internet bandwidth," said David Goeckeler, executive vice president and general manager, Networking and Security Business at Cisco. "Optics is a fundamental technology to enable this future. Coupled with our silicon and optics innovation, Luxtera will allow our customers to build the biggest, fastest and most efficient networks in the world."

Citigroup advised Cisco.
 
Dell ponders $2bn sale of SecureWorks.

Computer maker Dell Technologies is exploring a sale of SecureWorks Corp, a US-based provider of cybersecurity services with a market value of close to $2bn. Dell currently holds an 85% stake in the company. The sale could be used by Dell to trim its $50bn debt pile after it decided to become a publicly traded company through a complex deal involving its software subsidiary VMware.

Morgan Stanley is advising Dell.
 
JP Morgan said Apple should consider buying Netflix.

JP Morgan analysts said that Apple should spend its $250bn cash stockpile on strategic acquisitions of tech giants such as Activation Blizzard, Sonos or Netflix. Acquisition of Netflix would strengthen Apple's position as a video content creator.

"We think Netflix is best strategic fit on a leading position in engagement level as well as original content, differentiating itself from pure aggregators of content," JP Morgan analyst Samik Chatterjee said. "We believe there is value to acquiring the most successful player in this space, which is hard to replicate with a smaller player in this market."

Given Netflix’s current $148bn valuation and $7bn net debt the deal could be valued at as much as $189bn at a 20% premium. 
 
 

APAC

 
SYZ Capital acquired Singapore-based SINWA Group. (FS)

SYZ Capital acquired a stake in SINWA Group, the largest ship chandler in Singapore, supplying essential goods to ships and their crews. Financial terms were not disclosed.

Marc Syz, Managing Partner of SYZ Capital, said: "We believe there is a significant opportunity to participate in the consolidation of a fragmented sector serving global clients. With SINWA we truly have found a hidden gem which offers a strong platform to drive future value creation."

United Overseas Bank advised SYZ Capital and provided debt financing.

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