EMEA
Severgroup, a private investment company that manages investments on behalf of Alexey Mordashov, agreed to acquire a 42% stake in Lenta, an operator of hypermarket and supermarket stores, from Luna (34.44% stake), controlled together by TPG Capital and Russian VTB, and separately from the European Bank for Reconstruction and Development (7.47% stake) at a price of $18 per Lenta share.
Accordingly, Severgroup intends to make a cash offer to acquire all of the issued and to be issued shares of Lenta and all of the Lenta GDR from the holders thereof. The offer price implies a value of approximately $1.8bn for 100% of the shares of Lenta, which represents: a premium of over 8% to the price of the Lenta GDRs on the LSE of $3.33 at the close of business on 26 March 2019, being the last London Business Day before the first announcement by Lenta regarding the possibility of the offer being made.
Alexey Mordashov, Chief Executive Officer of Severgroup, said: "We see tremendous value in businesses that improve people's quality of life and we believe there is great potential in retail as an industry which is now going through important transformation to meet the growing demands of consumers. Widely known as an efficient grocery retailer with one of the highest growth rates in the market, Lenta is a unique asset to unlock this potential in the Russian market. We are confident that combining Lenta's highly professional management team and excellent corporate culture with Severgroup's experience in building and managing successful businesses, deep expertise in both industrial and consumer sectors as well as in the digital & IT sector will enhance the company's position as a leading grocery player in terms of customer's service, offering and loyalty."
JP Morgan advised Lenta. Citigroup advised Severgroup.
Thales, a French multinational company that designs and builds electrical systems and provides services for the aerospace, defence, transportation, and security, completed its previously announced €4.8bn ($5.4bn) takeover of Gemalto, an international digital security company providing software applications, secure personal devices such as smart cards and tokens, and managed services, boosting Thales' presence in the booming security services market.
Thales had to clear various regulatory obstacles before finally completing the deal. Thales acquired nearly 86% of shares which represented the value of €4.1bn ($4.6bn). The shareholders who have not tendered their shares during the acceptance period will have the opportunity to tender their shares under the same terms in a post-closing acceptance period which will end 15 April 2019.
"Together, we are creating a giant in digital identity and security with the capabilities to compete in the big leagues worldwide," said Thales Chairman and Chief Executive Patrice Caine.
Deutsche Bank, JP Morgan, Allen & Overy and Darrois Villey Maillot Brochier advised Gemalto. Lazard, Messier Maris & Associes, Societe Generale, Cleary Gottlieb Steen & Hamilton and NautaDutilh advised Thales.
Merck completed its acquisition of Antelliq Corporation, animal intelligence group, providing world-class devices for animal identification, monitoring, and traceability, from BC Partners and PSP Investments. Merck made a cash payment of approximately €2.1bn ($2.4bn) and assumed Antelliq's debt of €1.2bn ($1.3bn). Antelliq will be an operating unit within Merck Animal Health.
Jean-Baptiste Wautier, partner at BC Partners, commented, "We are proud of Antelliq's transformation over the past five years and believe that Merck is an ideal partner to work with Antelliq's dynamic leadership team to support the next stage of its growth. As a truly innovative market leader, Antelliq has significant potential to continue spearheading development in the industry, as the use of intelligence, data and technology play an increasingly important role in animal health and care."
Rothschild & Co advised Antelliq and BC Partners. Goldman Sachs advised Antelliq. Barclays and Centerview Partners advised Merck. Latham & Watkins advised BC Partners.
Non-Standard Finance gained acceptances from holders representing more than 50.7% of the shares of Provident as it pursues a hostile takeover bid of its rival. That is well below its 90% target and a marginal improvement from when it first made the bid. In response to the announcement, Provident raised new concerns about the strategic, operational and financial merits of the offer.
In February, NSF, led by former Provident chief executive, John van Kueffeler, made an all-share reverse takeover offer that would see NSF's management team take over Provident but give Provident shareholders 88% control of an enlarged group.
John van Kuffeler, NSF's Chief Executive, said: "We are delighted to have received acceptances for a majority of Provident's shares. This represents a clear validation of the experienced NSF management team and of our transformation plan to unlock substantial value for shareholders, as well as providing us with a platform to complete this transaction and get on with the job of implementing our plan."
Provident Financial was advised by Barclays, JP Morgan, and Brunswick Group. Non-Standard Finance was advised by Shore Capital & Corporate, Deutsche Bank, Ondra Partners, Slaughter & May, and Maitland.
Vodafone still expects to secure EU antitrust approval for its $20.8bn purchase of Liberty Global's assets in Germany and eastern Europe by the middle of the year. The world's second-largest mobile operator expressed its confidence after receiving the European Commission's statement of objections, which set out the watchdog's concerns about the deal.
"The Commission's statement of objections is an expected part of the review process. We will review the statement and continue our constructive dialogue with the Commission," Vodafone said in a statement. "We still expect to receive final approval in the middle of this year."
According to Reuters, The European Union has not raised any major concerns about the impact of Vodafone's buying Liberty Global's assets on the cable market in Germany. Also, There was no major EU concern about the effect on fixed line-mobile convergence in the Czech Republic. Vodafone is continuing its constructive dialogue with the European Commission about the deal, which also includes operations in Hungary and Romania.
CMS, Freshfields Bruckhaus Deringer, Shearman & Sterling, Citigate Dewe Rogerson, Goldman Sachs and LionTree advised Liberty Global. Ernst & Young, CNC/JKL, Maitland, Morgan Stanley, Robey Warshaw, UBS, Hengeler Mueller, Lakatos Koves and Partners and Slaughter and May advised Vodafone.
Olaf Swantee, CEO of Sunrise Communications, does not believe the company's largest shareholder Freenet, which owns a quarter of Sunrise, would oppose the planned takeover of Liberty Global's Swiss business. Freenet said it would not take part in a $4.1bn rights issue to fund the takeover of UPC's Switzerland business, a subsidiary of Liberty Global.
"But this does not mean that Freenet will vote against the deal," Swantee said.
Sunrise is advised by PwC, Deutsche Bank, Morgan Stanley, UBS, Latham & Watkins, Lenz & Staehelin, Meyerlustenberger Lachenal, NautaDutilh, Slaughter & May and Deloitte. Liberty Global is advised by Credit Suisse, JP Morgan, and Lion Tree Advisors.
Salzgitter, a German steel producer, will look at any assets that Thyssenkrupp and India's Tata Steel could divest as part of anti-trust remedies, which were offered to help their planned joint venture deal.
Thyssenkrupp and Tata Steel made remedy proposals to the European Commission in an effort ahead of the deadline, to get a green light to create Europe's second-largest steelmaker after ArcelorMittal.
"We would certainly look at it with interest," Heinz Joerg Fuhrmann, CEO of Salzgitter, said on the sidelines of the Hanover industrial trade fair.
SOCO completed the acquisition of Merlon Petroleum El Fayum Company, oil and gas company with a 100% operated working interest in the onshore El Fayum concession in Egypt, from Merlon International. SOCO paid approximately $136m in cash and the issued nearly 66m new SOCO shares to the seller.
Ed Story, President and Chief Executive Officer of SOCO, commented: "I am delighted that we have completed the Merlon transaction which puts SOCO once again on a growth trajectory. We welcome our new colleagues to SOCO and very much looking forward to working with them. We are proud of having achieved completion early in 2019, which is testament to the quality of professionalism of the team and the strong relationships that have been established in country with EGPC. This is a significant step forward in SOCO's stated objective of expanding and diversifying its resource base to create a full-cycle, growth orientated E&P company of scale. We now have a platform for SOCO to build a material business in Egypt and MENA."
JP Morgan, Jefferies & Company, Evercore, Clifford Chance, and Camarco advised SOCO. Citigroup, Ashurst, Maples and Calder, and Porter Hedges advised Merlon International.
Searchlight Capital Partners agreed to acquire entire stake of the Apollo Funds, Monarch and CVi Partners in Latécoère, representing c. 26% of the share capital of Latécoère, at a total price of a $107m equivalent to €3.85 ($4.32) per share, which represents a 23% premium to shares price on last trading day.
"The company welcomes this proposed transaction, Searchlight having shown on this occasion its support for the strategy proposed by management and approved by the board of directors," Latecoere said in a statement.
FTI Consulting advised Latecoere. Rubenstein Associates advised Apollo Global Management.
J. Safra Sarasin Group, the Swiss wealth manager, agreed to buy Lombard Odier's private banking business in Gibraltar. The deal includes transferring clients and their relationship managers to J. Safra Sarasin. Financial terms were not disclosed.
Jacob J. Safra, Chairman of J. Safra Holdings International and Vice Chairman of J. Safra Sarasin Group, commented: "Bank Lombard Odier's business in Gibraltar is an excellent fit with our existing operations. Having successfully integrated the operations of Credit Suisse (Gibraltar) Ltd, we look forward to welcoming to our Group the clients of Lombard Odier and their relationship managers in Gibraltar, who will benefit from our scalable platform and commitment to this important financial centre."
Austrian building materials firm Wienerberger, the world's biggest brickmaker, has agreed to buy British roofing company Building Product Design Group. Financial terms were not disclosed.
Wienerberger's growth strategy is focused on advancing its market position in the roof, façade, wall and paver sectors, bringing building materials solutions for the whole building envelope to the construction industry.
"The UK is one of the strongest and most innovative markets for roofing products, and a key growth area for us as a business. The acquisition of BPD will strengthen our own position as a full-range roof systems supplier thanks to their reputation for innovation and production expertise. BPD's specialist roof accessories are a perfect fit with our existing roof portfolio, helping to fuel future growth throughout the UK and Europe. There is also a great synergy between the core values we share as companies, such as a focus on innovation, technical expertise and quality of customer service," said Heimo Scheuch, Wienerberger's CEO.
ManoMano raised €110m in a financing round led by Eurazeo. (FS)
Eurazeo Growth contributed €50m ($56m) to a €110m ($123m) financing round alongside Aglae Ventures, BPI Large Venture and historical investors: General Atlantic, BPI, Partech, and Piton to ManoMano, an online marketplace specializing in the sale of DIY, home improvement and gardening products. This fundraising will enable ManoMano to further accelerate its international expansion, develop innovative BtoC and BtoB offerings and services and strengthen its R&D teams.
Yann du Rusquec, Managing Director of Eurazeo Growth, said: "We're extremely excited about entering ManoMano's share capital. We've monitored this company for the past three years and watched its spectacular development in this vast sector. The digital transformation of this sector has begun and the customer experience, whether individuals or professionals, offers considerable room for improvement."
Abu Dhabi Financial Group to take over Shuaa Capital in reverse merger.
According to Reuters, ADFG is set to take over Shuaa Capital in a reverse merger. ADFG, an alternative investment company with more than $20bn in assets under management, already owns over 48% of Shuaa.
It will take over Shuaa in an all-share transaction with the new company to be named Abu Dhabi Financial Group, with the deal to be finalised by mid-April.
Varde Partners exits the bidding process for Carige. (FS)
According to Reuters, US private equity fund Varde Partners pulled out of a bidding process for troubled Italian bank Carige.
That left BlackRock as the only known potential bidder for Italy's tenth largest lender. The Genoa-based bank was placed under special administration by the European Central Bank in January.
The ECB set a deadline to submit offers on April 15. Carige could face a precautionary recapitalization by the state if a private buyer is not found.
Warburg Pincus to invest an additional $221m in its Israel credit card firm. (FS)
US private equity firm Warburg Pincus plans to invest NIS800m ($221m) over the next five years to expand its new Israeli credit card business into areas of lending currently dominated by banks, a senior official said.
AMERICAS
Stonepeak Infrastructure Partners agreed to acquire Oryx Southern Delaware Holdings from Quantum Energy Partners, Post Oak Energy Capital, Concho Resources, WPX Energy, and other investors for a cash purchase price of approximately $3.6bn.
For Stonepeak, Oryx represents an ideal platform for providing critical crude oil transportation services in the Permian Basin that is well-positioned to capitalize on growing production, given its differentiated service offering, expansive geographic footprint, scalable in-place infrastructure, and unique customer diversification.
Jack Howell, Partner and head of Stonepeak's energy business, commented: “Stonepeak is delighted to partner with the Oryx management team to build upon the impressive franchise they have established, and our extensive experience in the Permian uniquely qualifies us to help transition Oryx into the next phase of its evolution. Oryx is the most attractive private Permian midstream asset Stonepeak has evaluated and we view it as a strategic platform and a core North American crude infrastructure asset. Our critical focus will be on continuing to provide Oryx’s diversified customer base with best in class service offerings to accommodate their growing production while also pursuing new commercial opportunities across the value-chain.”
Jefferies, Citigroup, Shearman and Sterling, and Vinson & Elkins Oryx. Barclays, Hunton Andrews Kurth, Sidley Austin, and Simpson Thatcher & Bartlett advised Stonepeak Infrastructure Partners. Latham & Watkins represented the lender group consisting of Barclays, Goldman Sachs, RBC Capital Markets, and Jefferies.
UGI Corp, an energy distributor, agreed to acquire nearly 75% it does not own in retail propane marketer AmeriGas Partners in a cash-and-stock deal valued at $2.4bn.
Under the deal, AmeriGas shareholders will receive 0.50 shares of UGI in addition to $7.63 in cash for each share owned. The offer represents a premium of 13.5% to AmeriGas' Monday closing price.
"Our two companies have a long and successful history of working together, spanning 60 years," said John L. Walsh, President and Chief Executive Officer of UGI. "A consolidation of AmeriGas' ownership maximizes value for both companies and our respective stakeholders, as we will be better positioned to invest and grow. In particular, we welcome AmeriGas' current unitholders and look forward to being exceptional stewards of their capital."
Tudor Pickering Holt, Baker Botts, and Potter Anderson & Corroon advised AmeriGas Partners. JP Morgan and Latham & Watkins advised UGI Corp.
Independent Bank Corp, the parent of Rockland Trust Company, closed its acquisition of Blue Hills Bancorp, parent of The Blue Hills Bank. The legal closing was effective April 1, 2019, and resulted in Blue Hills Bancorp, Inc. merging with and into Independent, with Independent the surviving entity, and Blue Hills Bank merging with and into Rockland Trust, with Rockland Trust the surviving entity.
As consideration for the merger, each Blue Hills Bancorp share will be exchanged for 0.2308 of a share of Independent’s common stock and $5.25 in cash, with cash paid in lieu of fractional shares for $78.48 per share, an amount determined by the volume-weighted average closing price. Based upon Independent’s $89.35 per share closing price on September 19, 2018, last day before the initial announcement, the transaction is valued at approximately $727m.
“Our transaction with Blue Hills Bank is a natural fit and is consistent with our strategy of acquiring banks in overlapping and adjacent markets,” said Christopher Oddleifson, the President and Chief Executive Officer of Independent and the Chief Executive Officer of Rockland Trust. “Blue Hills Bank is a strong, well run, growing company with a tremendous franchise. This acquisition will strengthen the position of Rockland Trust in Eastern Massachusetts and also permit us to expand onto Nantucket Island. Blue Hills Bank employs many talented individuals who we are excited to welcome to Rockland Trust.”
Independent used Day Pitney and Sandler O’Neill advised Independent Bank Corp. Keefe Bruyette & Woods and Luse Gorman advised Blue Hills Bancorp.
The Toro Company completed its acquisition of privately held The Charles Machine Works, an Oklahoma corporation and the parent company of Ditch Witch and other leading brands in the underground construction market, for $700m in cash.
“We’re excited to welcome the men and women of Charles Machine Works to our team,” said Richard M. Olson, Toro’s chairman and chief executive officer. “As an organization, our strategic priorities of profitable growth, operational excellence and empowering people are well aligned. We are confident that together, we will further strengthen our portfolio of market-leading brands, with a focus on our customers, a commitment to innovation and leveraging our best-in-class channel networks. I am very optimistic about the momentum our combined strengths, talents and resources will generate in the future, as we continue our focus on long-term value creation for all of our stakeholders.”
McAfee & Taft advised The Charles Machine Works. BofA Merrill Lynch, JP Morgan, Fox Rothschild, and Latham & Watkins advised The Toro Company.
eCobalt Solutions, an advanced-stage development company with its flagship asset being the Idaho Cobalt Project, and Jervois Mining, Australian cobalt developer, agreed to combine. Jervois will acquire all of the issued and outstanding common shares of eCobalt that Jervois does not already own (currently c. 4.5% shares).
Each common share of eCobalt will be exchanged for 1.65 common shares of Jervois. This represents an implied offer price of C$0.36 ($0.27) per eCobalt share based on the closing price of Jervois' common shares on the ASX on March 29, 2019.
Maxit Capital and Pilot Law advised eCobalt. Cormark Securities, TD Securities, Dentons, and Ken Klassen advised Jervois Mining.
Intapp, a leader in cloud solutions for the global professional and financial services industry backed by Temasek and Great Hill Partners, agreed to acquire gwabbit, the market leader in enterprise relationship management, relationship intelligence and data quality management for professional services firms. Financial terms were not disclosed.
This acquisition will expand Intapp's solution for partners and their supporting marketing and business development teams with AI-based relationship intelligence and automated contact management. Firms can now better leverage their collective professional network and relationship capital to drive business development, internal collaboration and deeper client engagement.
"In the professional and financial services industries, a firm's professional relationships are some of its most valuable assets that are not being sufficiently leveraged," said Thad Jampol, Founder and Chief Product Officer of Intapp. "By combining the high-quality contact and relationship data from gwabbit with the client and engagement lifecycle data contained in the Intapp platform, our customers will be able to leapfrog their peers in data-driven business development and collaboration."
The Middleby Corporation, a global leader in the foodservice equipment industry, agreed to acquire Powerhouse Dynamics, a leader in cloud-based IoT solutions for the foodservice industry. Financial terms were not disclosed.
“This acquisition significantly enhances Middleby’s IoT capabilities and expands the offerings to our customers as they evolve the management of their operations through remote, connected and data driven solutions”, said Tim FitzGerald, CEO of The Middleby Corporation. “SiteSage complements our existing Middleby Connect IoT platform, which is available on many of our existing equipment technologies facilitating our customers with menu management, servicing of equipment and operational monitoring. The combination of Middleby Connect and SiteSage will allow for a single comprehensive solution we can provide to improve efficiencies and manage a broad set of operating issues tailored to our restaurant customers’ needs.”
Skadden Arps Slate Meagher & Flom advised Middleby.
insightsoftware, a provider of enterprise resource planning and enterprise performance management reporting solutions, today announced the acquisition of BizNet Software, a leading software developer of Excel-based reporting and analytics solutions.
"With BizNet's capabilities, insightsoftware is expanding our family of market-leading reporting products and fortifying our ability to offer 'right for me' customer solutions, regardless of their company size, the ERP/EPM they use, or their reporting environment preference," said Mike Lipps, CEO of insightsoftware. "The combination creates the ultimate advantage for our customers, as well as our partners and distributors, around the world."
DowDuPont completed the spin-off of materials science division.
DowDuPont completed the spin-off of its materials science division as part of a plan to split the chemical producer into three separate units. Shares of the new division, Dow, began trading on the NYSE on Tuesday.
Dow and Dupont completed a $130bn merger of equals in 2017 to form DowDuPont. The company outlined a plan to create three separately traded companies focusing on agriculture, plastics, and specialty products.
Skadden advised DowDuPont on the spin-off.
Chinese Kunlun in talks over Grindr.
Gaming company Beijing Kunlun Tech is in talks with US government authorities about whether it should continue to own popular gay dating app Grindr.
"We are in talks with CFIUS at the moment. We have not reached any agreement with CFIUS as of the day of the announcement. We will disclose any future development," Kunlun said in a brief filing with the Chinese Securities Regulatory Commission.
Cybersecurity firm EC-Council weighs stake sale.
According to Bloomberg, EC-Council, the cybersecurity certification company, owned by Malaysian entrepreneur Jay Bavisi, is exploring possibilities including a sale of a significant minority stake to help boost growth.
Bavisi is working with advisers to review options for his company. Each deal could value the company at $600-800m. Advisers plan to send preliminary marketing documents to potential investors as early as Monday.
SambaNova Systems raised $150m in Series B led by Intel Capital and GV. (FS)
SambaNova Systems, the company building the industry’s most advanced systems platform to run artificial intelligence applications from the data center to the edge, announced a $150m Series B funding round. The round was led by Intel Capital, joined by existing investors GV (formerly Google Ventures), Walden International, Atlantic Bridge Ventures, and Redline Capital. The financing will be used to extend SambaNova’s product roadmap, and to continue to expand the software capabilities of its products to bolster their lead in AI software in pursuit of additional markets.
“It’s an exciting time to be able to partner with industry powerhouses in semiconductors and AI software to help revolutionize the AI market,” says Rodrigo Liang, co-founder and CEO, SambaNova Systems. “With this round of funding and with our investors’ support, SambaNova is poised to accelerate the next generation of AI applications with a radically new systems architecture to empower forward-moving organizations to strategically deploy AI at scale.”
Vestwell raised $30m in Series B led by Goldman Sachs. (FS)
Vestwell, a digital retirement platform, raised $30m in Series B financing. Goldman Sachs led the round, joined by Point72 Ventures and a host of other strategic retirement-focused financial services providers including the venture capital arm of Nationwide, Allianz Life Ventures, BNY Mellon, and Franklin Templeton. The round also included participation from Series A and Series Seed investors, F-Prime Capital, FinTech Collective, Primary Venture Partners, and Commerce Ventures.
Vestwell is the first digital retirement platform built for the financial advisor, helping scale plan sponsor and participant relationships to a new level. This new financing will propel Vestwell even further while resetting the bar for how open-architecture in retirement plans can be provided to companies of any size in an affordable and modern way.
"We were drawn to Vestwell because it has developed a modern and intuitive interface that empowers advisors to more efficiently manage customized retirement plans," said Timothy J. O'Neill and Eric S. Lane, co-heads of Goldman Sachs' Consumer and Investment Management Division.
American Industrial Partners wrapped up $3bn fund. (FS)
American Industrial Partners closed its seventh fund on a hard cap of $3bn, completing an oversubscribed fundraising process that began in January. The New York-based middle-market firm usually pursues majority deals, targeting companies in the US and Canadian industrial sectors with revenue between $300m and $1bn or more.
Simpson Thacher & Bartlett advised AIP.
BlackRock raised $2.8bn in the first push for a private equity fund. (FS)
BlackRock's private equity vehicle completed its first fundraising round, lagging behind its original schedule. When BlackRock first planned the fund, it sought to raise the $10-12bn by mid-2018.
The Long-Term Private Capital fund secured $2.8bn from investors, including $1.3bn in hand and $1.5bn committed, BlackRock said in a statement. The world's largest asset manager contributed its capital to both pools.
APAC
Idemitsu Kosan, Japan's oil refiner, formally took over its smaller peer Showa Shell Sekiyu, cementing its position as the country's No. 2 producer. The deal valued Showa Shell at $308m.
The deal between Idemitsu, already ranked second by sales, and Showa Shell, ranked fourth, became official with the start of Japan's April-March fiscal year. The new company, formed after a deal long-delayed by opposition from Idemitsu's founding family, has annual sales of more than $52bn.
Citigroup and Mori Hamada & Matsumoto advised Showa Shell. Nishimura & Asahi advised Idemitsu Kosan.
TPG raised $303m selling CICC stake. (FS)
According to DealStreetAsia, TPG sold 75% of its stake in China International Capital Corp. for HK$2.4bn ($303m), almost a decade after it invested in the Chinese investment bank. TPG sold about 128m CICC shares at HK$18.58 ($2.37).
The private equity firm made roughly a 40% return on the CICC shares it sold. TPG took advantage of a Chinese stock market rally this year that drove CICC up more than 60% from an October low. The US firm sold more stock than it had planned because of strong demand from investors.
China Railway Construction plans $800m spin-off.
According to Bloomberg, China Railway Construction, one of the country's biggest infrastructure builders, plans to seek as much as $800m in a spin-off of its tunneling machinery business.
China Railway Construction Heavy Industry is working with advisers and plans to file a listing application with the Hong Kong stock exchange as early as this quarter because the company aims to start trading this year.
CPPIB to come as an anchor investor in Piramal's renewables and roads platforms. (FS)
Piramal Group, which has set up platforms to acquire operating renewable energy and roads assets, engaged Canada Pension Plan Investment Board as an anchor investor. The proposed platforms for roads and renewable energy assets will see a total commitment of close to $2bn
"They (Piramal) have tied up commitments from CPPIB and another large European institutional investor. They will also bring on board two or three more investors," said person cited by DealStreetAsia.
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