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Daily Review is our daily roundup of M&A news. Announcements, rumors, insights, and data before your morning coffee. Subscribe and never miss a beat with MergerLinks.
13 February 2019

Veritas Capital and Elliott Management completed the acquisition of athenahealth for $5.7bn.

Daily Review

Financial Sponsors

EMEA

Ardian to buy Celli from Consilium.
 
RoundTable Healthcare and Signet Healthcare to acquire Moberg Pharma's OTC business for $155m.
 
Draper Espirit completed the acquisition of stakes in two funds of EarlyBird for £71m.
 
Alantra Private Equity to acquire a majority stake in Frías Nutrición.
 
BlueBay closed fund at over €6bn.
 

AMERICAS

Thoma Bravo to acquire Ellie Mae for $3.7bn.
 
Veritas Capital and Elliott Management completed the acquisition of athenahealth for $5.7bn.
 
HIG Capital completed the sale of Caraustar Industries for $1.8bn.
 
Francisco Partners acquired Qualcomm Life.
 
EQT acquired Kodiak Gas Services.
 
Investcorp to acquire a controlling stake in Revature.
 
Ara Partners invested in Priority Power.
 
HIG Capital invests in Digital Ware.
 
JAB plans to increase stake in Coty to 60% for $1.7bn. (FS)
 
SteelRiver Infrastructure pursues a sale of Patriot Rail.
 
Reddit secures $300m Series D led by Tencent at $3bn value.
 
Shell, Mitsubishi and Pátria to form $700m power JV in Rio.
 
Sachem Head pushes Zayo to explore sale.
 

APAC

KKR completed a $510m acquisition of 60% stake in Ramky Enviro Engineers.
 
Zilingo raised $226m in Series D lead by Temasek.
 
Energizer & Duracell eye stake in Eveready India.

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EMEA

 
Ardian to buy Celli from Consilium.
 
Ardian agreed to acquire 100% of Celli, the leading Italian beverage solutions company, which is currently owned by Consilium and the Celli family. Senior management will reinvest alongside Ardian. Celli specializes in the design, manufacturing, testing and installation of innovative beverage dispensing solutions for breweries and soft drinks companies.

Ardian's investment will further accelerate Celli's growth, in particular strengthening the Group's international reach, which, to date, already exports its products to more than 100 countries.

Yann Chareton, Managing Director of Ardian, said: "We chose Celli as it is already a solid and highly competitive company, thanks to the good work done by its experienced senior management team. With a strong international network and distinctive skills, we are confident that we can contribute to a new phase of growth and success for Celli, supporting its management in this next challenge."

KPMG, BCG, Tauw, Mediobanca, Gattai Minoli Agostinelli, Giovannelli e Associati, and Gitti and Partners advised Ardian.
 
RoundTable Healthcare and Signet Healthcare to acquire Moberg Pharma's OTC business for $155m.
 
Moberg Pharma agreed to divest MPJ OTC and Moberg Pharma North America, which at closing will hold Moberg Pharma's entire OTC-business, to a holding company owned by RoundTable Healthcare Partners and Signet Healthcare Partners, for a cash consideration of SEK1.4bn ($155m). 

The Company intends to use the cash consideration to redeem its outstanding bonds and to distribute approximately SEK43-45 ($4.63-4.85) per share to its shareholders. The transaction enables Moberg Pharma to focus resources on the MOB-015 pipeline program further and distribute significant value to its shareholders. The transaction is among other things conditional upon shareholder approval at a general meeting in Moberg Pharma.

Peter Wolpert, CEO Moberg Pharma, says: "We are excited to announce this transformational transaction. The transaction delivers exceptional value for the OTC-business and further validates the significant potential in MOB-015. The proceeds from this transaction offer near-term liquidity to our shareholders while preserving future upside. I would like to commend and thank our team for all of their hard work. Over the last few years we have acquired, built and generated superior performance for the company, and those efforts are reflected in this transaction."

Roschier and Sidley Austin advised RoundTable Healthcare and Signet Healthcare. Sawaya Capital, Gernandt & Danielsson and Hansen Law advised Moberg Pharma.
 
Draper Espirit completed the acquisition of stakes in two funds of EarlyBird for £71m.
 
Draper Espirit, European tech-focused VC acquired a 27% interest in Earlybird KG IV for approximately £55m ($71m) and separately a 5% interest in Digital East Fund for £16m ($21m). As a result, Draper Esprit acquired underlying holdings in smava, Peak Games, Nfon, B2X, Socialbakers and UiPath, which, along with underlying holdings in 13 other companies, will be added to its portfolio.

Simon Cook, CEO Draper Esprit commented: "We passionately believe in the potential for Europe to become a high-tech powerhouse and are putting our money where our mouth is by furthering our strategic partnership with Earlybird. This allows us to cement our position as a leading VC in Europe, whilst simultaneously offering investors access to exciting and high quality underlying assets."

Goodbody, Numis Securities and MHP Communications advised Draper Espirit.
 
Alantra Private Equity to acquire a majority stake in Frías Nutrición.
 
The management team will continue to be a relevant shareholder in the company, maintaining its involvement in the management and daily operations of the business. The deal is only subject to approval by the competition authorities. Financial terms were not disclosed.

Bruno Delgado, Partner at Alantra Private Equity, points out: "We are really impressed by the recent transformation carried out by the management team, from a traditional and more mature business such as dairy to a healthy vegetable food business with solid growth dynamics. From now on, we hope to be able to support them in accelerating growth, both domestically and internationally, but always betting on innovation".

DC Advisory, Garrigues, KPMG, Marsh and ERM advised Alantra. Santander and Uria advised Frías Nutrición.
 
BlueBay closed fund at over €6bn.
 
BlueBay Asset Management's Private Debt Group closed its Direct Lending Fund III and associated vehicles with investable capital over €6bn ($6.8bn). BlueBay's Private Debt platform has approximately €13bn ($14.7bn) of AUM and has completed more than 100 transactions.

 The new fund aims to provide financing solutions to upper and mid-market European businesses to facilitate M&A transactions, growth financing and re-financings. The fund is BlueBay's fourth generation of Private Debt vehicles, following the final close of Senior Loan Fund I in 2017, and two previous generations of Direct Lending funds.

Anthony Fobel, Head of Private Debt at BlueBay, says: "We are pleased with the growing support from institutional investors globally of BlueBay's private debt business. The combination of our recently closed Direct Lending Fund III, together with Senior Loan Fund I, gives us a deep capital base to provide flexible financing solutions for both private equity and corporate-backed European businesses. We continue to see a strong pipeline of investment opportunities in Europe, as well as a continuation of the structural shift towards private lenders. The European private debt asset class has proven to be enduring and BlueBay looks forward to capitalising on our leading role in the industry."
 
 

AMERICAS

 
Thoma Bravo to acquire Ellie Mae for $3.7bn.
 
Ellie Mae, the leading cloud-based platform provider for the mortgage finance industry, agreed to be acquired by Thoma Bravo, in an all-cash transaction that values Ellie Mae at an aggregate equity value of approximately $3.7bn.

Under the terms of the agreement, all Ellie Mae shareholders will receive $99 in cash per share. The price per share represents a 47% premium to the 30-day average closing share price and a 49% premium to the 60-day average closing price as of February 1, 2019.

"Ellie Mae delivers powerful and innovative mortgage technology solutions across every channel of the residential mortgage sector, enabling lenders to originate more loans while reducing costs and driving efficiency, quality and compliance throughout the mortgage process," said Holden Spaht, a Managing Partner at Thoma Bravo. "Ellie Mae is leading the digital transformation of the residential mortgage industry and we look forward to building on the company's successes and to our partnership through this next chapter of growth."

JP Morgan and Cooley advised Ellie Mae. Jefferies and Kirkland & Ellis advised Thoma Bravo. Additionally, Jefferies provided financing for the transaction.
 
Veritas Capital and Elliott Management completed the acquisition of athenahealth for $5.7bn.
 
Veritas Capital and Elliott Management acquired athenahealth, a publicly traded American company that provides network-enabled services for healthcare and point-of-care mobile apps for $5.7bn in cash. 

Veritas-backed Virence Health, the former GE Healthcare Value-based Care assets that Veritas acquired in 2018, will combine with athenahealth under the athenahealth name and brand. Elliott's Evergreen Coast Capital will be a minority investor in the combined company. The combined company will be led by Virence Chairman and Chief Executive Officer Bob Segert and an executive leadership team comprised of executives from both companies and will be headquartered on the athenahealth campus in Watertown, Massachusetts. As part of the transaction, Virence's Workforce Management business becomes a separate Veritas portfolio company under the API Healthcare brand.

"The combination of athenahealth and Virence brings together two innovative companies with complementary expertise and a shared focus and passion for improving healthcare outcomes. With a network of over 160,000 providers, the combined company is positioned for future growth and new market opportunities and has the necessary scale to make a transformational impact in the healthcare industry," said Ramzi Musallam, CEO and Managing Partner of Veritas Capital.

Centerview Partners, Lazard, and Weil Gotshal and Manges advised Athenahealth. Deutsche Bank, RBC Capital Markets and Gibson Dunn & Crutcher advised Elliott Management. Schulte Roth & Zabel advised Veritas Capital.
 
HIG Capital completed the sale of Caraustar Industries for $1.8bn.
 
Greif, a global leader in industrial packaging products and services, acquired Caraustar Industries, a leading recycled paperboard and packaging solutions company, from an affiliate of HIG Capital, in a cash transaction valued at $1.8bn.

Caraustar is a market leader in the production of uncoated recycled paperboard and coated recycled paperboard, with a variety of applications that include tubes and cores and a diverse mix of specialty products. Based in Austell, Georgia, Caraustar's footprint includes over 80 operating facilities throughout the United States.

"Caraustar offers an exceptional strategic and cultural fit for Greif. Its complementary paper packaging and recycled fiber operations will drive significant free cash flow growth, improve balance and profitability within the Greif portfolio and increase Greif's exposure to U.S. industrial and consumer end markets. Most importantly, Greif and Caraustar share the same dedication to providing industry-leading service to all customers. I am excited to welcome our new colleagues to the Greif family and look forward to working closely with them." said Greif's President and Chief Executive Officer, Pete Watson.

Rothschild & Co, Credit Suisse, Moelis & Co, Ropes & Gray and Axinn Veltrop Harkrider advised Caraustar. Goldman Sachs, JP Morgan, Wells Fargo Securities, Allen & Overy, Ice Miller, Sullivan & Cromwell and Vorys Sater Seymour & Pease advised Greif. Ropes & Gray also advised HIG Capital.
 
Francisco Partners acquired Qualcomm Life.
 
rancisco Partners acquired Qualcomm Life a wholly owned subsidiary of Qualcomm that offers end-to-end medical device connectivity across the continuum of care. Financial terms were not disclosed.
 
Qualcomm Life will be separated from Qualcomm, be renamed as Capsule Technologies and continue operating its two distinct business segments: Capsule (a leading provider of medical device connectivity solutions for hospitals) and 2net™ (a medical grade mobile connectivity platform).
 
"Francisco Partners' deep experience in healthcare technology and proven track record in nurturing and growing technology businesses will enable CapsuleTech's loyal base of employees to continue delivering innovation," said Duane Nelles, Senior Vice President of Corporate Development at Qualcomm Incorporated. "We look forward to our partnership with the FP team as they grow CapsuleTech as an independent entity."
 
Centerview Partners and DLA Piper advised Qualcomm. Kirkland & Ellis advised Francisco Partners.
 
EQT acquired Kodiak Gas Services.
 
The EQT Infrastructure III acquired Kodiak Gas Services from The Stephens Group, a private investment firm representing the interests of Witt Stephens, Jr. and Elizabeth Campbell. Kodiak is the largest privately owned contract compression company in the US; providing necessary compression equipment for the extraction of oil and transportation of natural gas in the United States. Terms of the transaction were not disclosed.

Alex Darden, Partner at EQT Partners, Investment Advisor to EQT Infrastructure, commented: "Kodiak's differentiated service offering, strong commitment to customers and critical infrastructure at every juncture in the oil and gas value chain make the Company unique in their industry, embodying EQT Infrastructure's approach of targeting high-quality, industry leading, stable businesses with transformation potential."

Simpson Thacher & Bartlett advised EQT Infrastructure. Jefferies and Kirkland & Ellis advised Kodiak.
 
Investcorp to acquire a controlling stake in Revature.
 
Revature, one of the largest employers of university graduates in the US, offers no-cost coding immersion programs that are the first in the industry to address the growing technology skills gap. The terms of the transaction were not disclosed.

"Given our expertise in the education as well as IT staffing sectors through our prior investments in the US, we see an incredible partnership opportunity with Revature," said Rishi Kapoor, Co-CEO of Investcorp. "This investment also underscores our continued focus on services driven businesses using innovative approaches and business models to better serve core industry verticals across the US."

Jefferies advised Revature.
 
Ara Partners invested in Priority Power.
 
Ara Partners Group, an industrial private equity firm made a significant investment in Priority Power Management, an independent energy management services and consulting firm headquartered in Texas. Financial terms of the transaction were not disclosed.

Troy Thacker, a Managing Partner at Ara Partners, commented, "Our investment in Priority Power reflects the best-in-class customer service that Priority Power has exhibited throughout its 18-year history. Priority Power's efficient energy and risk management solutions and advocacy for its customers—often as a virtual extension of their staff—has enabled the company to grow to managing over 11 terawatt hours of energy annually.  We are excited to help John and Pat continue to build Priority Power through both organic and acquisition-led strategies."
 
HIG Capital invests in Digital Ware.
 
HIG Capital completed a strategic investment in Digital Ware, the leading independent software supplier in Colombia.

Fernando Marques Oliveira, Managing Director and Head of H.I.G. Latin America, commented: "HIG is delighted to announce its first investment in Colombia with such a great company. We hope to accelerate our investment strategy in the Andean Region, and Digital Ware is an important step in consolidating H.I.G.'s position as the leading small/ mid cap investor in Latin America."
 
JAB plans to increase stake in Coty to 60% for $1.7bn. (FS)
 
German conglomerate JAB Holding laid out plans to increase its stake in Coty to 60%, offering to buy out some of the cosmetics maker's minority shareholders after a 50% slump in its value in the past year. JAB, already the largest shareholder in the beauty products company with a 40%, will launch a partial tender offer to buy 150m shares for $11.65 per share in cash, which indicates offer value at $1.7bn.

The offer represents a premium of 21%, based on yesterday's closing price and 51% to the 30-day volume-weighted average share price as of yesterday.

"We understand that not all investors may share our long-term approach and we expect that shareholders will value the opportunity to obtain a significant premium for their shares," JAB said in the letter.
 
SteelRiver Infrastructure pursues a sale of Patriot Rail.
 
According to Bloomberg, SteelRiver Infrastructure Partners is seeking a buyer for Patriot Rail, a transportation company that could fetch more than $600m.

The report said that the infrastructure firm is working with an adviser ahead of a potential sale of the Jacksonville, Florida-based company. Representatives for SteelRiver and Patriot Rail didn't comment that matter.
 
Reddit secures $300m Series D led by Tencent at $3bn value.
 
$150m investment from Tencent sparked free speech protests among Reddit's online community. The deal makes for an odd pairing between one of the architects of China's Great Firewall of censorship and one of America's most lawless free-speech forums.

The round brings the Conde Nast-majority owned Reddit to $550m in total funding. Beyond Tencent, the rest of the round came from previous investors potentially including Andreessen Horowitz, Sequoia and Fidelity.
 
Shell, Mitsubishi and Pátria to form $700m power JV in Rio.
 
Royal Dutch Shell, Brazil's private equity group Pátria Investimentos and Mitsubishi Hitachi Power Systems will invest $700m to build and operate a gas-fired power plant in the state of Rio de Janeiro.

The joint venture will build the Marlim Azul thermal power plant with a capacity of 565MW in Macaé, along Rio's coast, and will use natural gas supplied by Shell Brasil Petróleo. Pátria will have 50.1% of the venture, Shell 29.9% and Mitsubishi will hold 20%.
 
Sachem Head pushes Zayo to explore sale.
 
According to Reuters, activist hedge fund Sachem Head Capital Management wrote a letter to communications infrastructure provider Zayo Group Holdings urging it to explore a sale. The letter comes after Zayo rejected acquisition offers from a private equity consortium that includes Blackstone, Stonepeak Infrastructure Partners, KKR & Co, I Squared Capital, Charlesbank Capital Partners and GTCR, the report added.

The latest offer that Zayo rejected valued its stock at about $30 per share. Shares ended trading on Monday at $25.51 a share, giving it a market capitalization of roughly $6bn. Zayo also had about $6bn in debt. If the private equity firms succeed in acquiring Zayo, it will represent one of the largest leveraged buyouts of the year.
 
 

APAC

 
KKR completed a $510m acquisition of 60% stake in Ramky Enviro Engineers.
 
KKR completed their previously announced transaction of Ramky Enviro Engineers Limited, a leading provider of environmental services and solutions in India and overseas. Under the terms of the transaction, KKR has acquired a 60% stake in REEL for approximately $510m via a combination of primary and secondary investments.

Rupen Jhaveri, Managing Director at KKR, said, "Supporting promising companies that offer solutions to global challenges in areas such as the environment, health and human capital has become an increasingly important focus for KKR worldwide. REEL is exemplary in being a comprehensive environmental management company whose work supports the Swachh Bharat (Clean India) Mission to reduce pollution and improve critical sanitation infrastructure nationwide. We are confident that, with our industry experience and resources, REEL will be better positioned to achieve its social mission over the long term."

Deloitte, Environmental Resources Management, Ernst & Young, Cyril Amarchand Mangaldas and Simpson Thacher & Bartlett advised KKR & Co. Barclays, Link Legal, PwC and Transaction Square advised REEL.
 
Zilingo raised $226m in Series D lead by Temasek.
 
Southeast Asian fashion startup Zilingo raised $226m in its latest funding round from existing backers such as Sequoia Capital, with Temasek joining as a new investor. The Series D financing follows a $54m fundraising last year, taking the total capital raised to $308m. The company declined to provide valuation.

The Singapore-headquartered company plans to use the funds to invest in infrastructure and technology to further integrate and digitize the fashion and beauty supply chain.
 
Energizer & Duracell eye stake in Eveready India.
 
US battery makers Energizer Holdings and Duracell International are eyeing a controlling stake in Eveready Industries India, according to Economic Times.

Energizer is likely to face competition from rival Duracell International, owned by Warren Buffett's Berkshire Hathaway. Energizer already owns the Eveready brand of batteries in the United States and China. Private equity firms Blackstone and KKR & Co, and Indian fund Kedaara are also expected to put in bids, according to the report.

All non-binding bids are expected to be submitted this week and the selected bidders will begin diligence following which a binding offer will be made.
 

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