EMEA
Private equity investment firms TPG Capital and Insight Venture Partners invested $500m in Kaseya, the leading provider of IT infrastructure management solutions in Ireland. The financing round valued the firm at $1.7bn.
“Technology is becoming more critical for small to mid-size businesses every day, and whether they receive it from a managed service provider or their own internal IT department, they want more efficient solutions that yield greater results,” said Fred Voccola, CEO of Kaseya. “This investment validates our position as the only industry player that can offer these innovative, integrated solutions from a single pane of glass. We remain highly focused on increasing investment in our products and customers and look forward to serving this fast-growing market long into the future.”
Evercore advised Kaseya. Barclays advised TPG Capital.
Conagra Brands, an American packaged foods company, sold Gelit, its Italian-based frozen pasta business, to a consortium consisting of Consilum SGR, Progressio SGR and Massimo Menna. Financial terms were not disclosed. The purchase price is rumored to be approximately €70m ($78m).
Banca IMI, Long Term Partners, Ernst & Young, Greenwich, Russo De Rosa Associati and BonelliErde advised the consortium. Intesa Sanpaolo provided debt financing. BNP Paribas and Jones Day advised Conagra Brands.
ClearCourse Partnership, a group of innovative technology companies providing software, services, and digital capabilities, acquired Crafty Clicks, a specialist data provider and address validation platform. Crafty Clicks is ClearCourse's seventh acquisition since its foundation in October 2018. Financial terms were not disclosed.
Gerry Gualtieri, CEO of ClearCourse, commented: "We're very excited to welcome Crafty Clicks to ClearCourse. The business is not only hugely complementary to our existing portfolio but has enormous growth potential in its own right. Its elegant, market-leading technology will add significant value to our businesses and their clients."
ClearCourse was advised by Hawthorn Advisors.
Garda World not interested in bidding for G4S.
Garda World, a Canadian private security firm, said that it does not intend to make an offer for its British rival G4S, having previously said it was considering a cash offer for the company. Garda World had until May 8 to announce a firm intention to make an offer for G4S.
G4S added that since Garda World’s announcement the company has received additional expressions of interest to acquire the Cash Solutions operations as it looks to focus on its security operations.
Volkswagen looking for buyers for MAN Energy Solutions. (FS)
Volkswagen approached several companies to gauge their interest in buying MAN Energy Solutions, a large-bore diesel engines and turbomachinery producer. The sales pitch is part of Volkswagen Chief Executive Herbert Diess’s efforts to slim down and simplify the group which has 12 brands, trucks, buses, motorbikes, cars and electric bicycles as part of its business.
Mitsubishi Heavy, Alfa Laval and private equity groups such as EQT, Bain Capital and Cinven are rumored to be interested in bidding for the business.
Italy’s Leonardo prepares for consolidation in Europe.
Italy’s Leonardo, a global high-tech multinational company and one of the key players in aerospace, defense and security, is preparing for consolidation in the European defense market, the company’s CEO said.
“I’m convinced that, over time, there will be mergers in Europe. As a company we need to know where and in which businesses to remain a leader and where to proceed with tie-ups,” CEO Alessandro Profumo said.
AMERICAS
Occidental tweaked its $57bn offer to acquire Anadarko Petroleum Corporation, a company engaged in hydrocarbon exploration, by increasing its cash component. The new offer removes a requirement to receive the approval of Occidental’s shareholders.
Occidental is currently trying to convince Anadarko to accept its offer and abandon the agreed $50bn sale to Chevron Corp. Chevron's offer was outmatched with a $76 per share bid by Occidental, made on April 24, 2019. Occidental’s proposal represents a premium of approximately 20% to the value of Anadarko’s pending transaction as of April 23, 2019.
Evercore, Goldman Sachs, Vinson & Elkins, and Wachtell Lipton Rosen & Katz are advising Anadarko. Credit Suisse and Paul Weiss Rifkind Wharton & Garrison are advising Chevron. Bank of America Merrill Lynch, Citigroup, and Cravath Swaine & Moore are advising Occidental.
An investor group led by Hellman & Friedman completed its $11bn acquisition of Ultimate Software, a leading global provider of human capital management solutions in the cloud. This price represented a premium of approximately 32% over Ultimate’s volume-weighted average price during the 30 trading days ending February 1, 2019.
“The transaction provides our stockholders with a substantial premium. Our decision was also made with the best interests of our 5,144 employees and our more than 5,600 customers at heart. This change will bring meaningful benefits to our employees and customers — both in the long and short terms,” said Scott Scherr, CEO, president, and founder of Ultimate.
Goldman Sachs and Stroock & Stroock & Lavan advised Ultimate Software. Qatalyst Partners advised the consortium. Simpson Thacher & Bartlett advised Hellmann & Friedman. Kirkland & Ellis advised Blackstone, which was part of the consortium. Sullivan & Cromwell advised the debt providers.
Park Hotels & Resorts, the second largest publicly traded lodging real estate investment trust, agreed to acquire and merge with Chesapeake Lodging Trust, a self-advised lodging real estate investment trust, for $2.7bn. Under the terms of the merger agreement, Chesapeake shareholders will receive $11 in cash and 0.628 of a share of Park common stock for each Chesapeake share. The offer represents a premium of approximately 11%.
“We are thrilled to strategically combine our two companies in a compelling transaction that is accretive for stockholders,” said Thomas J. Baltimore, Jr., Chairman and CEO of Park. “Chesapeake’s high-quality portfolio of hotels will accelerate our strategic goals of upgrading the quality of our portfolio and achieving brand, operator and geographic diversity. This merger provides Park and its stockholders with identifiable synergies and opportunities to drive incremental growth through Park’s proven asset management capabilities. In short, we are expecting to have the same record of success and growth from the Chesapeake assets that we have enjoyed from the Hilton assets we took over in January 2017 – and we will be laser-focused every day to create long-term value.”
Barclays, Bank of America Merrill Lynch and Hogan Lovells are advising Park Hotels & Resorts. JP Morgan, Paul Weiss Rifkind Wharton & Garrison and Polsinelli are advising Chesapeake Lodging Trust. Sullivan & Cromwell is advising JP Morgan.
Hedge fund Marcato Capital Management said it would vote against Acreage's $3.4bn sale to Canopy, a cannabis company based in Smiths Falls, Ontario. Marcato currently owns a 2.4% stake in Acreage. The deal was announced on April 18.
“It is highly imprudent for Acreage to sell itself today at the proposed valuation, with so much unlocked growth and value embedded in the Company,” said Marcato portfolio manager Mick McGuire.
Canaccord Genuity, INFOR, Cozen O'Connor, DLA Piper and Stikeman Elliott are advising Acreage. Greenhill & Co, PwC, Cassels Brock & Blackwell, Paul Hastings and EY are advising Canopy.
Amplify Energy, a Texas-based oil & gas company, and Midstates Petroleum Company, an independent exploration and production company, agreed to merge in a $720m deal. Under the terms of the merger agreement, Amplify stockholders will receive 0.933 shares of newly issued Midstates common stock for each Amplify share of common stock. The merger is expected to close in the third quarter of 2019, at which time Amplify and Midstates stockholders will each own 50% of the outstanding shares of the combined company.
David Sambrooks, President and Chief Executive Officer of Midstates, stated: “This merger-of-equals with Amplify is exactly the type of value-maximizing transaction we hunted for when we announced our strategic review process earlier this year. The stock-for-stock combination provides for substantial value enhancing synergies and the potential to accelerate additional capital returns moving forward, creating significant value for shareholders of both Midstates and Amplify.”
UBS and Kirkland & Ellis are advising Amplify. Houlihan Lokey and Latham & Watkins are advising Midstates.
Banco Bradesco, the third largest banking and financial services company in Brazil, is to acquire BAC Florida Bank, a bank in Coral Gables, Florida, for $500m. For Bradesco, the transaction has strategic importance, as it will expand the offering of investments in the US to Bradesco's high net worth and affluent clients, as well as other banking services such as checking account, credit card and real estate financing. Bradesco will also have the opportunity to expand business related to corporate and institutional clients.
"We are pleased to have reached this share purchase agreement with Bradesco. We believe Bradesco's acquisition of BAC Florida will continue to contribute to the success of our clients and the professional and personal development of BAC Florida team members," said Carlos Pellas, Co-Chairman of BAC Florida.
Sandler O'Neill + Partners and Hughes Hubbard & Reed are advising BAC Florida Bank. Shearman & Sterling and in house professionals are advising Banco Bradesco.
Mastercard, an American multinational financial services corporation, agreed to acquire Transactis, a platform that helps businesses deliver bills and receive payments through one simple-to-navigate experience. Financial terms were not disclosed.
“We see Transactis as strengthening our support of the bill payments space,” said Colleen Taylor, executive vice president of new payment platforms, North America for Mastercard. “Transactis’ technical and commercial know-how, combined with our reach and comprehensive payment options will greatly simplify the entire process. We’ll be able to deliver a better real-time consumer experience, from sign-up to viewing and paying bills, leveraging the investments that have been made in the core infrastructure.”
Sullivan & Cromwell is advising Transactis.
Private equity firm KPS Capital Partners is to acquire the fitness business of Brunswick Corporation, an American recreational products corporation, for $490m. The acquired business manufactures and sells its strength and cardiovascular equipment and billiards tables and accessories under the brand names Life Fitness, Hammer Strength, Cybex, Indoor Cycling Group, SCIFIT and Brunswick Billiards.
Jay Bernstein, a Partner of KPS, said: "We are very excited to invest in Life Fitness, the leading global brand in fitness equipment. Life Fitness has the largest global installed base of equipment, with approximately two million pieces of cardiovascular and strength equipment used regularly by over 60m people worldwide. KPS' track record of leveraging its capital, global platform and commitment to investing in technology, innovation, growth and customer service presents a tremendous opportunity for Life Fitness.”
Citigroup and Cravath Swaine & Moore are advising Brunswick. Paul Weiss Rifkind Wharton & Garrison is advising KPS.
Anacapa Partners, a leading private equity firm focused on acquisitions in the lower middle market, sold Krueger-Gilbert Health Physics, a market-leading, full-service, comprehensive diagnostic medical and health physics consulting group, to Blue Sea Capital, a private equity investment company. Financial terms were not disclosed.
“It has been gratifying to see the growth of Krueger-Gilbert Health Physics over the past five years,” said Jeff Stevens, Founder and Managing Partner, Anacapa Partners. “KGHP was an ideal fit for our search fund model of partnering with entrepreneurs to acquire and grow promising operating companies. It has been a pleasure working with the talented professionals at KGHP and we wish them much continued success with Blue Sea Capital.”
Piper Jaffrey and Goodwin Procter advised Krueger-Gilbert Health Physics.
Transcom Capital-backed SemiTorr Group, a leading distributor for high purity gas and fluid handling systems, acquired Tru-Flow, a biotech and pharmaceutical company based in Denver, CO. Tru-Flow will be integrated into SemiTorr’s Southwest regional operations. Financial terms were not disclosed.
Kevin Waddell, Chief Executive Officer of SemiTorr, remarked: “With the acquisition of Tru-Flow, SemiTorr will become one of the leading life sciences specialty distributors west of the Mississippi, serving biotech and pharmaceutical customers throughout the region.”
Fairfield & Woods advised Tru-Flow. Russ August & Kabat advised SemiTorr. Bank of America Merrill Lynch provided debt financing.
Private equity firm Clearlake Capital agreed to acquire Dude Solutions, the leading software-as-a-service provider of operations management solutions, from Warburg Pincus for $500m.
"We are excited to partner with Clearlake, who has a successful track record of sponsoring and supporting growing software companies," said Ed Roshitsh, Chief Executive Officer, Dude Solutions. "Clearlake's partnership will provide access to global resources and enable the company to invest in growth initiatives to better serve our customer base over the long-term."
Shea & Co and Sidley Austin are advising Clearlake. William Blair is advising Dude Solutions and Warburg Pincus.
Pamlico Capital, a private equity firm, invested in Business Network International, the world’s leading networking-based business development platform. Terms of the transaction were not disclosed.
“We are pleased to welcome BNI to the Pamlico family,” said Walker Simmons, Pamlico Partner. "BNI’s Givers Gain® philosophy really resonates with Pamlico and our own core values. Through our experience with peer-network business models and our time spent with the BNI team, we believe that BNI is well positioned to accelerate growth, delivering even more benefit to its global network.”
Lincoln International advised BNI.
Accel-KKR, a leading technology-focused private equity firm, invested in Denver-based OrthoFi, an innovative software and technology-enabled service platform in the Orthodontic specialty industry. Financial terms were not disclosed.
"We've seen encouraging growth and compelling results for our customers over the last five years by delivering a true end-to-end platform that enables practices to start more patients and leverage our revenue cycle services and analytics to run their businesses more effectively. We are thrilled about the opportunity ahead, and we believe this partnership with Accel-KKR will help us accelerate our development to grow our market share and amplify our portfolio of offerings as we enter our next stage of growth," said Dave Ternan, CEO of OrthoFi.
Macquarie Capital made a capital investment in Dovel Technologies, a leading expert to federal agencies that blends deep domain expertise and advanced technologies in the health IT, life sciences, and grants management markets. Financial terms were not disclosed.
“This new partnership enables us to pursue our long-term growth strategy for the business aggressively, explore market expansion through potential acquisitions, and have additional resources available to create new, differentiated solutions, services, and capabilities,” Dovel Chief Executive Officer, Paul Leslie said. “Dovel has a long, proven history of integrating emerging technologies with domain expertise, mission requirements, and customer needs to produce lasting and highly innovative solutions to customers. We look forward to expanding these solutions across government and broadening our brand recognition.”
Sinclair Broadcast Group, a publicly traded American telecommunications conglomerate, would consider teaming up with Amazon and other tech giants to offer live sports, the company’s CEO told Reuters. Sinclair recently acquired Disney’s 21 regional sports networks for $10.6bn.
“There is only going to be more competition and more interest for key assets like this in the future,” President and Chief Executive Officer Chris Ripley said, in response to a question about licensing sports to big tech companies. “We have an interest in as broad a distribution as possible.”
Petrobras looking to sell its 34% stake in Mega.
Petrobras, a semi-public Brazilian multinational corporation in the petroleum industry, is looking to sell its 34% stake in Argentina’s Compañia Mega, a company engaged in the separation and fractionation of natural gas and its components, as the company presses on with an ongoing divestment program. In the filing, Petrobras said Mega operates a plant with capacity to produce more than 40m cubic meters of natural gas per day.
HBC considers a sale of Lord + Taylor.
The Hudson's Bay Company, a Canadian retail business group, said that it was pursuing strategic alternatives for its Lord + Taylor business that could include a possible sale or merger.
The move is part of Hudson’s Bay company’s efforts to realign its strategy to focus on its greatest opportunities, the company said in a statement.
Onex-backed Save-a-Lot ponders a sale. (FS)
Save-A-Lot, a US discount grocer owned by private equity firm Onex Corp, is exploring a sale of all or part of itself. The move comes as German discounters Lidl and Aldi are putting pressure on Save-A-Lot by expanding across the country, and big-box rivals such as Walmart cut prices. If a deal cannot be inked, Save-A-Lot will also consider options for reducing its debt pile.
PJ Salomon is advising Save-a-Lot.
APAC
Norway’s Telenor and Malaysia’s Axiata, two telecommunications companies entered talks to merge their Asian operations into a $40bn group. It is anticipated that Telenor, based on equity value, will own 56.5% in the new company and Axiata will own 43.5%, both parties acknowledging that this is preliminary subject to adjustments and due diligence.
“Today we announce that Telenor and Axiata are in discussions on joining forces in Asia, one of the most dynamic and innovative regions in the world. Together, we aim to create a leading and well-diversified pan-Asian telecom and infrastructure company with substantial synergy potential and strong regional operations. It is Telenor’s strategy to develop and create value from our core telco assets in the Nordic and Asian region. This potential merger is in line with that strategy, set by the Board and Management,” said Gunn Wærsted, Chair of Telenor Group.
Citigroup is advising Telenor. Morgan Stanley is advising Axiata.
Long Term Asset Partners, an asset management company, withdrew its $1.7bn offer for Graincorp, a publicly traded grain company from Australia. The unsolicited offer was made in December 2018.
In a statement released on Monday night Graincorp said it had engaged extensively with LTAP as the group undertook due diligence, while in parallel, Graincorp had continued to progress its own portfolio review which had resulted in a number of changes.
Macquarie and Gilbert + Tobin advised Graincorp. Goldman Sachs and Westbourne Partners provided debt financing.
KKR-backed 8S Capital Holdings offered to privatize 800 Super Holdings, a Singapore-listed environmental services provider. 8S intends to offer S$0.90 ($0.66) in cash per offer share, which represents a premium of 30.6% to 800 Super's 1-month volume weighted average price. The offer values the company at S$161m ($118m).
Lee Cheng Chye, a Director of 8S, said: “Our family welcomes the financing solution provided by KKR. The innovative structure of the deal enables us to continue owning the Company and we look forward to going on working with the Company’s existing management team and employees in partnership with KKR.”
RHB and WongPartnership are advising 8S. KKR is providing debt financing.
Tricor Group, Asia’s leading provider of business, corporate, investor and debt administration services, agreed to acquire Hong Kong-based Richful Deyong, a provider of integrated corporate and business services, focused on supporting mainland Chinese companies in their international corporate activities. Financial terms were not disclosed.
Lennard Yong, Group CEO of Tricor, said: “Combining RFDY’s capabilities with the resources of Tricor strengthens Tricor’s Asian footprint and supports our aim to become the premier partner for China’s globalization activities, taking full advantage of economic expansion and initiatives like the Belt and Road and Greater Bay area.”
Green Harbor Investments, a Chinese private equity firm, acquired a majority stake in the parent company of American fashion brand Jason Wu. Financial terms were not disclosed.
“This cross-border acquisition of Jason Wu is fully in line with the investment layout of Green Harbor investment, including the philosophy of supporting the younger generation of entrepreneurs and the consumption upgrading concept,” Green Harbor stated.
Mitsubishi looking to rescue Chiyoda in a $1.4bn plan.
Mitsubishi Corp, together with MUFG Bank, is planning to rescue Chiyoda Corp, a global engineering company specialized in oil and gas midstream for gas processing and LNG, with a $1.4bn rescue plan. Chiyoda, one of the world’s leading builders of liquefied natural gas plants, has struggled with losses after a hurricane hit its Cameron LNG project in Louisiana. Mitsubishi is counting on rising global LNG prices to support its rescue plan.
TPG closed its Tech Adjacencies fund on $1.6bn. (FS)
TPG Capital closed its Tech Adjacencies fund on $1.6bn, beating its $1.5bn hard cap. Tech Adjacenies provides capital to founders, employees and early investors in tech companies looking for liquidity. The fund also provides structured equity solutions for companies looking for growth capital.
“The firm has a history of building new, innovative products and strategies to address evolving market opportunities,” said Jon Winkelried, Co-CEO of TPG. “In developing TTAD, we’re combining our differentiated insight and sector expertise to bring a new capital solution to an emerging class of technology companies and entrepreneurs who are choosing to stay private longer. TTAD marks another step in the evolution of TPG’s platform as we continue to find differentiated ways to deliver value for our investors.”
C-Bridge closed its third healthcare fund at $850m. (FS)
China's C-Bridge Capital, a private equity fund focused on investing in the health care industry, closed its third flagship healthcare fund on $850m, surpassing a $650m target. The vehicle will reportedly back companies across the country's pharmaceutical, medical and healthcare services sectors. The firm closed its previous flagship healthcare fund on $400m in 2017.
Bigbasket valued at $1bn after a $150m funding round. (FS)
India’s Bigbasket, an online grocery supermarket, raised $150m in a financing round led by South Korea-based Mirae-Naver and China’s Alibaba Group. The round valued Bigbasket at $1bn. Mirae Asset-Naver Asia Growth Fund and Alibaba were joined by the UK government’s development finance institution, CDC Group, in the funding round. The proceeds will be used for expansion and to scale up the online grocer’s supply chain.
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