AMERICAS
Xerox Holdings, a US printer maker, took its $35bn bid for HP to the US personal computer maker's shareholders, with a formal tender offer and a rebuttal to HP's account of why they could not negotiate a deal, Reuters reported.
HP adopted a "poison pill" last month to offset Xerox's tender offer. Unless the companies can reach an agreement, it will be Xerox's bid to replace HP's board of directors at the latter's annual shareholder meeting in the next few weeks, rather than the tender offer, that will determine the outcome of the takeover battle.
HP is advised by Goldman Sachs and Wachtell Lipton Rosen & Katz. Xerox is advised by Citigroup, King & Spalding, Simpson Thacher & Bartlett, and Willkie Farr & Gallagher. Debt financing is provided by Bank of America Merrill Lynch, Citigroup, and Mizuho Securities.
McDermott International announced that the company intends to move forward with the previously announced share and asset purchase agreement to divest all of the Lummus Technology business to a joint partnership between The Chatterjee Group and Rhône Capital.
McDermott did not receive a higher or better bid during the solicitation period, and the auction previously scheduled for Monday, March 9, 2020, will not occur.
McDermott is advised by Alix Partners, Evercore, Prime Clerk, Arias Fabrega & Fabrega, Baker Botts, Jackson Walker and Kirkland & Ellis.
Glacier Bancorp completed the acquisition of State Bank, the Lake Havasu City-based holding company for State Bank of Arizona and its divisions, Mohave State Bank and Country Bank, for $135m.
"This partnership is an enormous benefit to our shareholders, team of professionals, and our communities. We believe this is a natural fit which increases our resources to serve clients with exceptional service, and strengthens our commitment to continue building a community banking franchise in Arizona. Further, this provides our shareholders with liquidity and significantly enhances our long-term strategic capabilities," Brian M. Riley, State Bank President and CEO.
State Bank was advised by D.A. Davidson & Co and Hogan Lovells. Glacier was advised by Keefe Bruyette & Woods and Miller Nash Graham & Dunn.
"Lisette and her team have been pioneers in the fields of impact investing and quantitative investment management, and the due diligence, investment research, and manager selection methodologies they have developed in these areas will strengthen the advisory services we provide across our organization. The combination of our firms will enhance the experience we can deliver to high-net-worth and ultra-high-net-worth clients across the country," John M. Dowd, Fiduciary Trust Company International CEO.
Athena Capital Advisors was advised by Raymond James and Holland & Knight. Fiduciary Trust Company International was advised by Goodwin Procter and J Connelly.
"We are pleased to welcome Supermill to the Alleghany Capital family of companies and are excited by the opportunities that should result as Supermill is able to leverage the broader reach and capabilities of the Precision Cutting Technologies platform as well as Alleghany Capital's differentiated, long-term capital model. We continue to believe in the secular trends driving the industrial technology, factory automation, and advanced materials sectors and look forward to supporting Precision Cutting Technologies and Supermill as they provide a truly differentiated service offering to their customers," Rob Hulick, Alleghany Capital Principal.
Supermill was advised by Brown Paindiris & Scott. Alleghany Capital was advised by Olshan Frome Wolosky.
Cornell Capital-backed Knowlton Development, a provider of beauty, personal care and household brands, completed the acquisition of Cosmetic Laboratories of America, a provider of personal care and beauty products based in Chatsworth, California. Financial terms were not disclosed.
"CLA has been a premier early formulation developer for decades, as evidenced by the number of large, flagship beauty products the company has developed and launched over the years. With an exceptional leadership team, a reputation for speed-to-market and best-in-class assets producing prestige skin and hair care products, CLA is the ideal partner for KDC/ONE as we look to invest in and solidify our West Coast footprint, further enhance our creative, cutting-edge offerings and scale our end-to-end capabilities in the region," Nicholas Whitley, KDC/ONE CEO.
Cornell Capital was advised by Joele Frank. Knowlton Development was advised by AGO Communications.
FS Investments, a speciality finance company that invests in the debt securities of private companies, completed the acquisition of Chiron Investment Management, an investment advisory company. Financial terms were not disclosed.
"We are excited to join FS Investments where we share the same client-focused values and can leverage complementary business expertise to drive innovation. Together, we will help clients build better and more diverse portfolios with greater exposure to non-correlated strategies in a variety of fund structures," Enrico Gaglioti, Chiron CEO.
FS Investments was advised by Sard Verbinnen & Co.
"We started Packet to help make infrastructure a competitive advantage for the leading companies of the world. As part of Equinix, we're excited to take the next step on our journey and accelerate that vision globally. In my new role, I look forward to leading our combined bare metal efforts and leveraging the unique strengths of both Packet and Equinix to help digital businesses seamlessly deploy on Platform Equinix," Zachary Smith, Packet CEO.
Equinix was advised by Davis Polk & Wardwell.
Aurora Cooperative, an agricultural retailer, agreed to acquire a 74% stake in Pacific Aurora, a producer of ethanol, from Pacific Ethanol, a producer and marketer of low-carbon renewable fuels and high-quality alcohol products, for $53m. The transaction is anticipated to close within the next 45 days, subject to customary closing conditions.
“We are pleased to come to agreement with our valued partner Aurora Cooperative. The sale of our interest is a win-win for both companies, strengthening Pacific Ethanol’s balance sheet while providing Aurora Cooperative with full ownership of these assets. We are confident that under Aurora Cooperative’s capable management and farmer ownership the facilities will provide value to the local community and the overall ethanol industry. We are committed to a smooth transition of operations and look forward to further collaboration with Aurora Cooperative in growing a successful ethanol business,” Neil Koehler, Pacific Ethanol’s President and CEO.
Pacific Ethanol is advised by LHA.
Middleby, a commercial and residential cooking and industrial process equipment company, agreed to acquire Deutsche Beverage Technology, a provider of beverage brewing and processing systems. Financial terms were not disclosed.
"Deutsche is a technology leader in beverage and liquid processing, offering a wide variety of advanced solutions for beer, cold brew coffee, kombucha and other liquid extraction applications. Being well-positioned in fast-growing markets and emerging segments, Deutsche has differentiated technology with highly engineered products. The company is very complementary to Ss Brewtech, which Middleby acquired in June, and we are now in a position to accelerate product development and leverage the sales capabilities of both brands. Our commitment remains to strategically expand the Middleby beverage offerings, as operators continue to have great interest in new products and solutions for their high-margin beverage programs," Tim FitzGerald, Middleby CEO.
Core & Main, a US-based distributor of water, sewer and fire protection products, agreed to acquire R&B Co, which provides municipalities with a line of active fire protection products and equipment. Financial terms were not disclosed.
"The addition of R&B will allow us to grow by broadening our customer base and expanding our end markets. Because our products and services are complimentary, we have a great opportunity to learn from one another, and strengthen the best of both companies for the benefit of our customers and associates," Steve LeClair, Core & Main CEO.
Marco Group, a manufacturer and distributor of surface preparation equipment and consumables, agreed to merge with APE Companies, a provider of abrasive products, including garnet and equipment. Financial terms were not disclosed.
"I'm really excited about this merger which allows us to offer a broader range of products, services and solutions to meet our consumers' surface preparation, coating application and safety needs. By bringing together both companies' complementary strengths and assets, we aim to provide best-in-class customer service and become the employer of choice," John Kaul, Marco Group CEO.
Hitachi Metals considers selling Waupaca Foundry for $1bn.
Hitachi Metals, the speciality steel producer mostly owned by Japanese conglomerate Hitachi, is exploring a sale of US-based unit Waupaca Foundry, Bloomberg reported.
Hitachi Metals is talking to advisers about a potential divestment of the Wisconsin-based foundry unit, which could fetch about $1bn. The Japanese steelmaker bought Waupaca in 2014 for about $1.3bn in cash from KPS Capital Partners, which had acquired the business two years earlier from Thyssenkrupp.
Takeda to sell OTC and non-core assets in Latin America to Hypera Pharma for $825m.
Takeda agreed to sell select OTC and non-core assets in Latin America to Hypera Pharma, Brazil's largest pharmaceutical company, for $825m. The portfolio includes over-the-counter and prescription pharmaceutical products sold in Brazil, Mexico, Argentina, Colombia, Ecuador, Panama and Peru, which are part of Takeda's Growth & Emerging Markets Business Unit.
"This announcement marks the latest step in Takeda's strategy of streamlining and optimizing our portfolio while accelerating our deleveraging. By continuing to focus on our key business areas and pipeline of innovative medicines, we will strengthen our position as an R&D driven global biopharmaceutical leader and deliver enhanced value for patients and Takeda shareholders," Costa Saroukos, Takeda CFO.
Takeda is advised by Bank of America Merrill Lynch and White & Case.
Bregal Sagemount raised $1.5bn for third fund. (FS)
A few years after welcoming external limited partners into one of its funds for the first time, Bregal Sagemount collected $1.5bn for its third private equity vehicle.
Bregal Sagemount—which is part of a group of investment vehicles with ties to the wealthy Brenninkmeijer family—surpassed a $1.35bn target for Bregal Sagemount Fund III, hitting its $1.5bn hard cap.
GFL raises $1.4bn in IPO.
GFL Environmental raised c. $1.4bn in its IPO, pricing it below the target range in a conservative step to ride out market volatility in the wake of the coronavirus outbreak.
The Canadian waste management company priced its IPO at $19 per share, compared to the target range of $20 to $21 per share, giving it a market value of $6.08bn.
JP Morgan, BMO Capital Markets, Goldman Sachs, RBC Capital Markets and Scotiabank are lead underwriters to the offering.
BV Investment Partners closed Fund X with capital commitments of $1.1bn. (FS)
BV Investment Partners, a middle-market private equity firm focused on the tech-enabled business services, software and IT services sectors, has the first and final close of BV Investment Partners Fund X at its hard cap of $1.1bn. The fund had a $1bn target and received limited partner commitments over its $1.1bn hard cap.
"BV has a long history of partnering with outstanding management teams and entrepreneurs to accelerate the growth of their businesses by applying our strategic and operational expertise. We are very excited about Fund X's prospects and the ability to continue our strategy at a time when the landscape for investing in tech-enabled business services and IT services companies providing solutions to rapidly growing segments of the economy is extremely attractive," Vik Raina, BV Investment Partners CEO and Managing Partner.
Lightspeed seeks $300m for third India-focused VC fund. (FS)
Lightspeed is in the process of raising its third India-focused fund, which is likely to be in the range of $250-300m.
Lightspeed started informing potential limited partners and kicked off fundraising for the new vehicle a few months ago. The firm has attracted much investor attention recently, given its growing portfolio and exits last year. Lightspeed, which has been operating in India for 12 years, launched its first India dedicated fund at $135m in 2015.
Grasshopper Solar to invest $300m in Pennsylvania solar project portfolio. (FS)
Grasshopper Solar, a global developer and asset owner headquartered in Canada, announced the acquisition of a 278 MW portfolio of solar projects in Pennsylvania from Glidepath Ventures, a clean energy focused development and investment firm. Once operational, the portfolio will nearly double the amount of solar assets currently operating in Pennsylvania.
"Since 2017 Glidepath Ventures has developed more than 2GW of early stage project opportunities in PJM and other burgeoning markets. Glidepath is pleased to leverage its scaled-origination platform with Grasshopper Solar," Geoffrey S. Underwood, Glidepath Ventures Partner.
EMEA
Thermo Fisher Scientific, a manufacturer of scientific instruments, consumables, and chemicals, agreed to acquire Qiagen, a provider of Sample to Insight solutions to transform biological materials into valuable molecular insights, for $43 per share in cash, which represents a premium of c. 23% to the closing price of Qiagen's common stock on the Frankfurt Prime Standard on March 2, 2020. The transaction values Qiagen at c. $11.5bn at current exchange rates, which includes c. $1.4bn of net debt.
The transaction, which is expected to be completed in the first half of 2021, is subject to the satisfaction of customary closing conditions.
"We are excited to bring together our complementary offerings to advance our customers' important work, from discovery to diagnostics. This acquisition provides us with the opportunity to leverage our industry-leading capabilities and R&D expertise to accelerate innovation and address emerging healthcare needs. For shareholders, we expect the transaction to be immediately accretive and to generate significant cost and revenue synergies," Marc N. Casper, Thermo Fisher Scientific Chairman, President and CEO.
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.
Clayton, Dubilier & Rice to acquire Huntsworth for £524m. (FS)
Private equity firm Clayton, Dubilier & Rice offered to acquire Huntsworth, a healthcare communications and public relations group, for £524m ($670m). The offer represents a premium of approximately 50% to the closing price per Huntsworth Share on March 2, 2020.
"Huntsworth has transformed over the past few years into a growing and dynamic healthcare and communications group. Our strategic focus has always been on investing to develop a full service, digitally-driven offering to support our customers. Whilst we believe that Huntsworth is strongly positioned as an independent listed company, the all-cash offer from CD&R represents a compelling opportunity for shareholders to realize an attractive cash value in respect of their shares. In addition, the Board believes CD&R will be an excellent partner for Huntsworth, its employees and customers," David Lowden, Huntsworth Chairman.
Huntsworth is advised by Rothschild & Co, Pinsent Masons and Citigate Dewe Rogerson. CD&R is advised by Bank of America Merrill Lynch, Houlihan Lokey, RBC Capital Markets, Clifford Chance and Teneo.
BC Partners-backed United Group, an alternative telecom provider, completed the acquisition of the Croatian business of Tele2, a European telecommunications operator, for $245m.
"We are proud of the business we have built in Croatia and especially its outstanding development in the last two years, driven by our talented employees and our valued customer base. We believe Tele2 Croatia will create even greater value for our customers going forward, as part of United Group’s family of telecom and media companies. For Tele2, this opportunity enables an increased focus on successfully executing our strategy in the remaining footprint. I would like to thank the Croatian team for their engagement and many contributions to Tele2 over the past 14 years," Anders Nilsson, Tele2 President and CEO.
Tele2 was advised by Perella Weinberg Partners and Schoenherr. United Group was advised by Kirkland & Ellis. BC Partners was advised LionTree Advisors, Morgan Stanley and Divjak, Topic & Bahtijarevic.
TPG-backed Entertainment Partners to acquire We Got POP. (FS)
TPG-backed Entertainment Partners, the global end-to-end provider of production and workforce management solutions to the entertainment industry, agreed to acquire We Got POP, a technology innovator for the film and TV industry. Financial terms were not disclosed.
"Bringing together Central Casting with POP naturally complements our strategy to modernize and integrate the production process. The POP team's solutions, with their seamless workflow for selection, hiring, management, and payment of talent and crew, will enable us to better serve our existing casting clients. POP will also allow us to expand Central Casting's reach across the United States and into Europe and Canada led by Jennifer Bender partnering with POP's technology and the POP team. In addition, with the power of their production portal as the foundation to drive workflow efficiency and greater connectivity between production companies and production and across the industry, POP will enable us to support our clients globally by broadening all of our production services across Europe beginning in 2021," Mark Goldstein, EP President and CEO.
EP is advised by Ropes & Gray.
Econocom will consult with EBC's employee representative bodies over the coming days to present the proposed sale to them, which forms part of its strategy of refocusing its operations announced and initiated in 2019. The sale will then be submitted to the competition authorities for validation.
Econocom is advised by Rothschild & Co.
"We are extremely pleased that General Atlantic is leading our Series B round and welcome them, along with our new investors, to Immunocore. This new funding – from an international cadre of health care investors joined by some of our existing shareholders – represents a further endorsement of our unique and powerful platform technology, our novel class of TCR-based biologic therapies, the accomplished scientists at Immunocore and our mission to transform the lives of people with serious diseases," Bahija Jallal, Immunocore Chief Executive Officer and Director.
Immunocore was advised by Consilium Strategic Communications.
"This deal marks a significant moment in time for Dematic and for intralogistics as a whole. Software is no longer something extra to be added to a solution — it is a fundamental, inextricable part of all solutions. And now with this combined software portfolio we can provide our customers with entirely new business models to make them more competitive and power the future of commerce," Hasan Dandashly, Dematic CEO.
Jingye Group, a manufacturer of steel products, agreed to acquire British Steel, a manufacturer of steel products. Jingye Group will complete its purchase of British Steel on March 9.
Subject to the acceptance of employment offers, Jingye will acquire British Steel's steelworks at Scunthorpe and mills at Teesside Beam Mill and Skinningrove, as well as subsidiary businesses FN Steel and TSP Engineering.
"We are delighted to have reached this agreement and look forward to completing the initial transaction over the coming days so we can begin a new chapter in British steel-making," Li Huiming, Jingye CEO.
Mellanox to acquire Titan IC.
Mellanox, a supplier of high-performance, end-to-end smart interconnect solutions for data centre servers and storage systems, agreed to acquire Titan IC, a developer of network intelligence and security technology. Financial terms were not disclosed.
"Network Intelligence is an important technology when combined with our industry-leading networking portfolio of switches, SmartNICs, and IPUs. Our customers will benefit from the deep analytics and enhanced security that will be delivered by the integration of our best-in-class Ethernet and InfiniBand products and world-leading deep packet inspection and analytics technologies from Titan IC. With this acquisition, our M&A investments total more than $1.2bn to date and more than $53m invested in startups to further our intelligent networking strategy," Eyal Waldman, Mellanox Technologies President and CEO.
CVC aiming to collect up to €20bn in record fundraising. (FS)
CVC Capital Partners is preparing to break its record and raise €20bn ($22bn) for what would be the largest-ever buyout fund in Europe.
CVC's eighth buyout fund will follow the same strategy as its predecessor, CVC Capital Partners VII, which closed in 2018 at €16bn ($17.7bn), PE News reported. The fund will mainly target businesses in Europe and North America.
GKSD Investment approached Mubadala Investment to bid for NMC Health. (FS)
GKSD Investment Holding approached Mubadala Investment about becoming an equity partner to bid for NMC Health, the Middle Eastern health-care company being investigated by the UK’s financial regulator over fraud allegations, Bloomberg reported. The news comes as NMC asked lenders for a reprieve on its debt and Moody’s Investors Service slashed its rating by five levels, saying its financial statements can’t be relied on.
NMC, which runs the private health-care network in the United Arab Emirates, has been in freefall since short-seller Carson Block said in December the company had overpaid for assets, inflated cash balances and understated debt.
PAI, Pamplona and Partners compete in final stage of €1bn Rovensa sale. (FS)
Private equity firms PAI Partners, Pamplona Capital Management and Partners Group reached the next stage of talks to buy Bridgepoint-backed Rovensa, a Portuguese agrichemical business.
Bridgepoint is advised by HSBC.
Bavaguthu Raghuram Shetty ponders selling Neopharma.
NMC Health founder Bavaguthu Raghuram Shetty is considering selling his Abu Dhabi-based pharmaceuticals business, Neopharma, after drawing interest from potential investors, according to a Bloomberg report.
Shetty, who resigned as chairman of the troubled hospital operator last month, has been approached by parties, including regional investors and family offices. Neopharma could be valued at between $700m and $1bn.
ING Bank considers divesting Turkish unit.
ING Groep, the biggest Dutch lender, is considering a sale of its Turkish business, Bloomberg reported. ING held preliminary talks with potential advisers about the possibility of divesting Istanbul-based ING Bank. It also approached a local competitor late last year to gauge their interest in a deal, though it isn’t currently running a formal sale process.
ING has been weighing exiting from Turkey as President Recep Tayyip Erdogan’s administration exerts its control over the banking industry, pushing commercial lenders to extend more credit to aid economic growth while forcing the companies to cut the number and size of fees.
Credit Agricole explores sale of Dutch consumer unit.
Credit Agricole is exploring a potential sale of its consumer finance business in the Netherlands, Bloomberg reported. The French bank is working with an adviser as it gauges interest in the business.
Credit Agricole offers online loans and other forms of consumer credit in the Netherlands under brands including Interbank, Findio and KredietDesk. No final decisions have been made, and there’s no certainty the deliberations will lead to a transaction.
APAC
Noritsu, a processing machine manufacturer, agreed to acquire AlphaTheta, a manufacturer of sound and video products, formerly known as Pioneer DJ, from KKR for $325m. The transaction is expected to close in early April 2020.
"We are proud to have worked with the management team and employees of Pioneer DJ, now AlphaTheta, to assist the business' growth in key global markets and to accelerate the company's migration towards a software-subscription model to align with emerging industry trends – all as a standalone company," Hiro Hirano, KKR Asia Pacific Co-Head of Private Equity and KKR Japan CEO.
Kotak Investment Advisors, a provider of management and consulting services, through its fund, Kotak Special Situations Fund, completed the investment of $69m into Jindal Stainless, a manufacturer of steel products.
The investment by Kotak Special Situations Fund is in the form of debt and equity to help it out of debt restructuring.
Gaja Capital, L Catterton consider acquiring Zivame. (FS)
Homegrown private equity fund Gaja Capital and global fund L Catterton are in separate talks to acquire about 40% stake in Bengaluru-based women’s lingerie retailer Zivame.
The two are looking to acquire the stake from existing investors — Ronnie Screwvala-promoted Unilazer Ventures and Malaysian sovereign fund Khazanah Nasional - in a deal valuing the brand at $100m, The Economic Times reported.
Technology-focused investment firm Zodius Capital is the largest shareholder in Zivame with about 60% stake. Zivame last raised about $8.6m in a bridge funding round led by Zodius Technology Fund in April 2019.
Virus panic influences SBI Cards and Payment Services IPO.
As India’s first billion-dollar share sale in more than two years and the only credit card firm in the nation to go public, SBI Cards and Payment Services' float may exceed the $1.4bn target. The question is by how much in the face of the coronavirus outbreak, according to a Bloomberg report.
SBI Cards began taking orders, the day the nation’s stocks fell for the seventh day amid the virus scare. At the upper end of the price band, the offering will fetch $1.4bn and value the issuer at over 49 times its trailing 12-month earnings - the costliest among global peers including Visa and American Express.
Konka, CITIC Holdings launch $144m fund to invest in advanced tech. (FS)
Chinese electronics product maker Konka Group plans to jointly launch a $144m fund to pursue investment opportunities in the next generation of IT, semiconductor, and online consumption.
Dongyue considers a $297m IPO in ChiNext.
Shandong Dongyue Organosilicon Materials, an organic silicon materials producer, is seeking an aggregate of $297m in an IPO on the ChiNext board of the Shenzhen Stock Exchange.
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