AMERICAS
Xperi's directors were hit with a Delaware lawsuit for keeping the proposed all-stock $3bn merger-of-equals with TiVo on track without determining if the coronavirus undermined its logic, Bloomberg reported.
The Chancery Court complaint, filed by a union pension fund, offers a new wrinkle after a wave of suits asking courts to block would-be acquirers from backing out of mergers, with the coronavirus scrambling business deals worldwide.
Xperi is advised by Centerview Partners, Skadden Arps Slate Meagher & Flom and Sard Verbinnen & Co. Centerview Partners is advised by Sullivan & Cromwell. TiVo is advised by LionTree Advisors and Cooley. Debt financing is provided by Royal Bank of Canada and Bank of America Merrill Lynch.
Advent International will not close its acquisition of cybersecurity company ForeScout Technologies by the May 18 deadline, though talks are continuing regarding timing and price, according to a Bloomberg report.
"This is an uncertain time for everyone, as businesses and communities across the world navigate the challenges created by the Covid-19 pandemic. We continue to believe that Advent is the right partner for Forescout and we remain committed to completing the transaction in the near-term. We thank our employees for their extraordinary efforts and commitment to Forescout, and we remain focused on continuing our course of advancing our innovation roadmap and strategic cloud and business transformation," Michael DeCesare, Forescout CEO and President.
Forescout is advised by Morgan Stanley and Wilson Sonsini Goodrich & Rosati. Morgan Stanley is advised by Gibson Dunn & Crutcher. Advent is advised by Ropes & Gray and Finsbury. Debt financing is advised by Owl Rock Capital.
Cambridge, a provider of personal and business banking, wealth management, credit cards, and accounting facilities, received all regulatory approvals relating to the proposed merger with Wellesley, a provider of personal, customized, premier banking services to successful people, families, businesses and non-profit organizations. The anticipated closing date of the merger is set on June 1, 2020.
Cambridge is advised by Keefe Bruyette & Woods and Hogan Lovells. Wellesley is advised by Sandler O'Neill + Partners and Kilpatrick Townsend.
Institutional Shareholder Services and Glass Lewis, two independent research and proxy advisory firms, recommended that Conatus stockholders vote in favour of Conatus' proposed merger with Histogen and proposed reverse stock split, both of which are to be considered at the upcoming special meeting of stockholders to be held on May 21, 2020.
"The strategic rationale for the transaction is sound, the process was reasonably thorough, and the stock consideration provides opportunity in the upside potential of a company with three clinical-stage product candidates and sufficient near-term capital. As such, a vote for the merger and the share issuance is warranted," ISS.
Histogen is advised by Canaccord Genuity and Sheppard Mullin Richter & Hampton. Conatus is advised by Oppenheimer & Co and Latham & Watkins.
Metuchen Pharmaceuticals, a men's health-focused specialty pharmaceutical company, agreed to merge with Neurotrope, a clinical-stage biotech company, resulting in a newly formed holding company to be renamed Petros Pharmaceuticals, which is expected to become a Nasdaq traded company. Upon completion, Neurotrope shareholders will own approximately 20% and Metuchen shareholders will own c. 80% of the combined company.
"Following an extensive review of strategic alternatives, Neurotrope's Board of Directors believes that a merger with Metuchen and the formation of Petros offers shareholders the most compelling opportunity for a new direction to further enhance long-term value. Petros provides a platform to create the first publicly-traded biopharmaceutical company focused exclusively on FDA-approved treatments for men's health conditions, an underserved area of healthcare with significant growth potential. We believe Petros will be well-positioned financially and strategically to potentially accelerate the commercial growth of Stendra®, as well as advance its pipeline programs and opportunities," Charles S. Ryan, Neurotrope CEO.
Neurotrope is advised by Mintz Levin and Argot Partners. Metuchen is advised by Morgan Lewis & Bockius and Abernathy MacGregor Group.
Verizon Communications, an American multinational telecommunications conglomerate, completed the acquisition of BlueJeans Network, a cloud-based video conferencing service provider. Financial terms were not disclosed.
"The combination of BlueJeans' world-class enterprise video collaboration platform and trusted brand with Verizon Business' next-generation edge computing innovation will deliver highly differentiated and compelling solutions to our joint customers. We are very excited about joining the Verizon team and we truly believe the future of business communications starts today!" Quentin Gallivan, BlueJeans CEO.
BlueJeans was advised by Evercore and Goodwin Procter. Verizon was advised by Debevoise & Plimpton.
SS&C Technologies, a global provider of software, completed the acquisition of Innovest Systems, a provider of technology-driven services, for $120m.
"We are pleased to welcome Innovest's blue-chip clients, world-class technology and their talented employees. Many of our wealth and retirement clients need unique technology and expertise required to service trusts. This investment underscores our commitment to bring value-added technology and building out our wealth management technology offerings," Bill Stone, SS&C Chairman and CEO.
SS&C was advised by Davis Polk & Wardwell.
Xeos Technologies, which designs and manufactures telemetry and data collection products, completed the acquisition of REF TEK, a provider of seismic recorders, seismometers, accelerometers and software for seismic, from Trimble, a service technology company. Financial terms were not disclosed.
"The addition of the REF TEK seismic products are complementary to our remote monitoring business and allow us continued penetration into our existing seismic monitoring markets. By adding seismic hardware, Xeos will be able to extend its product portfolio to address an even wider range of applications," Derek Inglis, Xeos Technologies President and CEO.
Healthcare-focused private equity firm ArchiMed completed the acquisition of a 75% stake in ActiGraph, a provider of medical-grade wearable activity and sleep monitoring solutions. Financial terms were not disclosed.
"We'll use our knowledge of the global healthcare industry, and more particularly of the drug research space, to help ActiGraph accelerate product development and expand, organically and through acquisition. We want to bring ActiGraph's unparalleled one-stop monitoring solutions for drug development to new areas of the pharma industry," Robin Filmer-Wilson, ArchiMed Partner.
Softbank considers selling a stake in T-Mobile to Deutsche Telekom. (FS)
WSJ reported that SoftBank Group in talks over the sale of a substantial portion of its T-Mobile shares to Deutsche Telekom amid fundraising difficulties. The company took a hit after incurring significant investment losses and receiving pressure from activist investor Elliott Management. SoftBank Group is looking to sell $41bn of assets to boost its liquidity and help fund a big new stock-buyback program.
In case deal confirms, Deutsche Telekom's stake in T-Mobile will rise above 50%. Financial terms are not certain, but Deutsche Telekom would likely buy shares at a discount.
EMEA
Thermo Fisher Scientific, a manufacturer of scientific instruments, consumables, and chemicals, published the offer document for its voluntary tender offer for Qiagen, a provider of Sample to Insight solutions to transform biological materials into valuable molecular insights, at an offer price of €39 ($43) per share in cash, following approval of the publication by the German Federal Financial Supervisory Authority. The period for acceptance of the offer is scheduled to end on July 27, 2020.
The Qiagen Managing Board and Supervisory Board unanimously recommended that Qiagen shareholders accept the tender offer by tendering their shares and vote in favor of each of the transaction resolutions at the General Meeting. The transaction is expected to close in the first half of 2021.
Qiagen is advised by Barclays, Goldman Sachs, De Brauw Blackstone Westbroek, Linklaters and Mintz Levin. Barclays and Goldman Sachs are advised by Sullivan & Cromwell. Thermo Fisher Scientific is advised by JP Morgan, Morgan Stanley, Hengeler Mueller, NautaDutilh and Wachtell Lipton Rosen & Katz. JP Morgan and Morgan Stanley are providing debt financing, and are advised by Simpson Thacher & Bartlett.
Reuters reported that Total called off its plan to acquire Occidental Petroleum's assets in Ghana, which was conditional on the completion of the acquisition of Occidental's other assets in Algeria. The deal was part of an $8.8bn agreement reached between Total and Occidental over Anadarko's assets in Mozambique, Ghana, Algeria, and South Africa.
While a deal over the assets in Mozambique has been reached, Total said that an agreement over the assets in Ghana fell through after authorities in Algiers blocked Total's acquisition of Occidental's assets in Algeria. The acquisition of assets in Ghana was conditional upon the completion of the Algeria asset sale.
Occidental is advised by Bank of America Merrill Lynch, Citigroup, MacKenzie Partners, Cravath Swaine & Moore, Freshfields Bruckhaus Deringer, Weil Gotshal and Manges and Brunswick Group. Total is advised by Ernst & Young, Lazard and Weil Gotshal and Manges.
Institutional Investors agreed to acquire a 12.5% stake in TeamViewer, a German software company, from Permira for $1.1bn. The placement price was $44 per share, applicable to 25m shares.
Permira remains TeamViewer's largest shareholder, holding about 39% of TeamViewers share capital after the placement. In connection with the placement, Permira agrees to a lock-up period of 90 days.
Permira was advised by Hering Schuppener.
Monte Rosa Sports, owned by Hugo Maurstad and Christian Casal, completed the acquisition of ODLO International, a Swiss-based apparel specialist, from Herkules Capital. Financial terms were not disclosed.
"We are proud to see, that even in the current challenging business environment, the underlying strong momentum of the ODLO brand has been appreciated by our new owners. We warmly welcome Monte Rosa to the ODLO team and onto our quest – more relevant than ever – to inspire consumers to an active life in the outdoors," Knut Are Hogberg, ODLO International CEO.
LBO France-backed Gioconda completed the acquisition of a majority stake in Demas, a specialist distributor of veterinary products for pets. Financial terms were not disclosed.
"We are delighted to be able to support the Demas group in its new development phase. In the course of our discussions with the Foglietti family, which stretch back four years, we were impressed by the way the company established itself as leader in Italy's veterinary products market by simultaneously targeting pharmaceutical distributors, vets and retail customers. Its footprint in these three segments is a real asset in this resilient market, which is growing at a 5% rate annually, driven by the increasing medicalization of pets," Arthur Bernardin, Gioconda Managing Director.
Sapio, a company in home care and in the manufacture of industrial
technical and medical gases, completed the acquisition of a majority stake in Homeperf, a homecare service provider specialized in perfusion, nutrition, insulin therapy and respiratory assistance, from Parquest Capital. Financial terms were not disclosed.
"This acquisition marks an extremely important step, because France is the leading European market in homecare, a market whose worth is witnessing constant growth. It was therefore crucial for our growth strategy to strengthen our presence there, and Homeperf represented a unique development opportunity. I would like to thank the pool of funds that made this operation possible. Our aim now is to become one of the leading national players, with a strong brand, highly qualified staff, a widespread presence in the area and a great reputation," Mario Paterlini, Sapio Group CEO.
Botswana Development Corporation, a development finance institution, agreed to acquire a 24% stake in Kamoso Africa, one of Botswana's diversified fast-moving consumer goods platforms, from Rand Merchant Bank Ventures and Ninety One. Financial terms were not disclosed.
"The Kamoso Africa Team is excited to welcome the Botswana Development Corporation as one of our key shareholders. With their intimate knowledge of the Botswana Market, their involvement will further enhance our growth strategy," Ian Dewar, Kamoso CEO.
Total to acquire assets of EDP.
Reuters reported that French energy group Total agreed to buy up a large customer portfolio from Energías de Portugal and two of EDP's gas-fired combined cycle power plants in Spain.
The deal is in line with the company's strategy to expand into the electricity market as energy majors face growing pressure to reduce their exposure to fossil fuels while increasing low-carbon businesses in their portfolio.
Swedbank considers a sale of its payments unit.
Swedbank, Sweden's savings bank, is examining options for its payments unit and a potential sale is one of them, Bloomberg reported. The bank could start attracting bidders as soon as the second half of this year.
Proceeds from the sale will be used to cover increasing costs given the situation of virus outbreak.
Saudi Arabia's wealth fund is pushing for the IPO of ELM. (FS)
Saudi Arabia's sovereign wealth fund is pushing for an IPO of Elm, its information security company, Reuters reported. The Public Investment Fund contacted banks with an inquiry on further steps to make Elm public.
First Abu Dhabi Bank pauses talks to acquire Bank Audi's Egyptian business.
First Abu Dhabi Bank paused discussions to acquire the Egyptian assets of Lebanon's Bank Audi due to the market volatility, Reuters reported.
The timing of the deal - value of which reportedly reached $700m - was not right because of the need to support UAE due to the global pandemic.
JAB plans to raise up to $2.2bn in Amsterdam IPO. (FS)
JAB Holdings is looking to raise as much as $2.2bn from going public in Amsterdam with its JDE Peet's coffee business, which could be Europe's largest IPO this year, FT reported.
$757m, which will be raised from the issuance of new shares, will be used to pay off debt. The target IPO valuation is expected to range between $1.6bn to $2.2bn, with the remainder being raised from existing investors like group Mondelez International, which will be able to sell its 26% stake. JAB Holdings, JDE Peet's largest shareholder, will not sell any shares.
Helios Towers plans to acquire mobile-phone tower business in South Africa.
Helios Towers is looking to buy new mobile-phone tower sites in South Africa from Eagle Towers to expand in Africa. The deal - which is expected to close by the second half of 2020 - will add 65 sites, Kash Pandya, Helios Towers CEO said.
Tower companies consider Africa a great place due to faster internet connections and takeup of smartphones across the continent. Wireless carriers around the world have been selling tower assets in order to get capital for other businesses, creating valuable deals for tower companies.
PE News reported that retirement community manager Metlifecare took legal action against a division of private equity firm EQT, which decided to pull out of a deal to acquire the company for c. $1bn.
The company filed a statement of claim in the High Court of New Zealand in order to enforce the Scheme Implementation Agreement entered into between the two parties.
TA Associates, a global growth private equity firm, agreed to invest in Honan Insurance Group, a commercial insurance broker. Financial terms were not disclosed.
"With a commitment to providing tailored recommendations and high-quality customer service, Honan has grown significantly over the past few years. We are excited to be investing in Honan alongside a talented management team, and we look forward to building on their track record of growth," Andrew Tay, TA Associates Senior Vice President.
TA Associates is advised by Backbay Communications.
Accenture completed the acquisition of Byte Prophecy, an automated insights and big data analytics company based in Ahmedabad, India. Financial terms were not disclosed.
“Across industries, decision making has become more complex, and businesses are increasingly relying on advanced analytics and AI to ensure insight driven, rapid decision making. Beyond advanced technology capabilities, Accenture brings our clients a co-innovation mindset, and in Byte Prophecy we found a partner with the right mix of technology and consulting skills, and a client-centric innovation culture,” Piyush N. Singh, Accenture’s Market Unit Lead for India and Sales Lead for Growth Markets.
General Atlantic to invest $870m in Reliance Jio Platforms. (FS)
Jio Platforms agreed to sell its 1.34% stake to General Atlantic, the latest in a series of deals the top Indian telecom operator has secured in recent weeks.
The private equity firm said it would invest $870m in the Indian telecom operator, a subsidiary of India's most valued firm Reliance Industries, joining fellow American investors Facebook, Silver Lake, and Vista Equity Partners that have also made sizeable bets on the Indian firm.
Reliance Industries is advised by AZB & Partners.
Mitsui considers sale of a 45.5% stake in Paiton Energy.
Mitsui, a Japanese trading house is weighing a sale - value of which could reach $1bn - of its 45.5% stake in Paiton Energy, Indonesia's independent power producer, Bloomberg reported.
Nebras Power QSC, a Qatari energy investment firm, reportedly owns a 35.5% stake in Paiton Energy. The rest is owned by PT Toba Bara Sejahtra and Jera, which is a joint venture between Tokyo Electric Power and Chubu Electric Power.
Jack Ma to leave SoftBank's board. (People)
Alibaba's Co-Founder Jack Ma will leave its position of a board member at SoftBank Group. Jack Ma, who served on the board for 13 years, is expected to resign on June 25 when the company holds annual shareholders meeting. SoftBank announced it would keep 10 of its 11 existing directors - excluding Jack Ma - and nominate three new directors to step in after the shareholder meeting.
SoftBank said it lost nearly $17bn in its technology-focused Vision Fund in the year ended March 31. WeWork alone drove SoftBank's expected net loss for the year to approximately $8.4bn.
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