Elliott Advisors, an American investment management firm, offered to acquire Barnes & Noble, the largest retail bookseller in the United States, for $683m. The $6.50 per share purchase price represents a 43% premium to the 10-day volume weighted average closing share price of Barnes & Noble's common stock ended June 5, 2019.
Concerning the deal's announcement, Leonard Riggio, Founder, and Chairman of Barnes & Noble, stated, "We are pleased to have reached this agreement with Elliott, the owner of Waterstones, a bookseller I have admired over the years. In view of the success they have had in the bookselling marketplace, I believe they are uniquely suited to improve and grow our company for many years ahead. I am also confident that James Daunt has the leadership ability and experience necessary to lead this great organization. I will do everything I can to help him make the transition smooth."
Evercore, Guggenheim Securities, Baker Botts, and Paul Weiss Rifkind Wharton & Garrison advised Barnes & Noble. Credit Suisse and Debevoise & Plimpton advised Elliott.
According to SEC filings, Anadarko Petroleum reached a top price for itself by repeatedly rejecting Occidental Petroleum's approaches and pushing for all-cash offers, reasoning the market might react negatively to the $38bn deal.
Anadarko tactics resulted in better deal terms. Anadarko CEO Al Walker will receive $98m and President Robert Gwin $55m. Investment bankers Evercore Group and Goldman Sachs, which represented Anadarko, each earned a $53m. Chevron received a $1bn break-up fee.
Anadarko is advised by Evercore, Goldman Sachs, Vinson & Elkins, and Wachtell Lipton Rosen & Katz. Occidental is advised by Bank of America Merrill Lynch, Citigroup and Cravath Swaine & Moore.
AmeriGas with lawsuit over the UGI $2.4bn merger.
Investors in AmeriGas Propane Holdings filed suit Wednesday in Delaware federal court to stop a planned $2.4bn merger with UGI. In April, 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.
Tudor Pickering Holt, Baker Botts, and Potter Anderson & Corroon advised AmeriGas Partners. JP Morgan, Simpson Thacher & Bartlett, Latham & Watkins, and Kekst advised UGI Corp.
Chemical Financial Corporation and TCF Financial Corporation's shareholders approved the proposed merger of equals in which TCF will merge into Chemical. The combined holding company and bank will be headquartered in Detroit and operate under the TCF name and brand following the closing of the transaction.
"Today's vote was an important step for us as we move forward with our focus on creating a premier Midwest bank," said Gary Torgow, Chemical's executive chairman. "As we become one company, we will be able to provide a more robust product set to a broader customer base, with limited overlap and disruption. With our increased scale and an enhanced competitive position, our new organization will be poised to thrive in today's evolving banking environment."
Keefe Bruyette & Woods, Nelson Mullins Riley & Scarborough, Wachtell Lipton Rosen & Katz, and Sard Verbinnen & Co advised Chemical Financial. JP Morgan, Perkins Advisors, Sullivan & Cromwell, and Simpson Thacher & Bartlett advised TCF Financial.
Vertex Pharmaceuticals, a global biotechnology company, agreed to acquire Exonics Therapeutics, developer of gene editing therapies to treat patients with severe genetic neuromuscular diseases, for an upfront payment of $245m and potential milestone payments of up to $750m.
The closing of this transaction will be subject to certain conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions. The companies anticipate the acquisition will close in the third quarter of 2019.
CVC Capital Partners, a global private equity and investment advisory firm, agreed to acquire a majority stake in Teneo, the global CEO advisory firm. The transaction, which is subject to regulatory approval and other customary closing conditions, will result in CVC replacing BC Partners. The terms of the new investment are not being disclosed. However, the deal is rumored to be worth over $350m.
"CVC is excited to be entering a new partnership with Teneo," said Christopher Stadler, Managing Partner at CVC. "We have been very impressed with the firm's growth since it was founded in 2011 as well as its dedication to going above and beyond to deliver for its clients around the globe. We are very much looking forward to working closely with the management team to help execute their ambitious growth plans moving forward."
CVC Capital Partners acquired a majority stake in Vitech Systems Group, a leading provider of cloud-based financial administration solutions. Financial terms were not disclosed.
Frank Vitiello, Vitech's CEO, said, "This exciting partnership with CVC brings us the capital, market access, international reach and institutional expertise we need in order to maintain our current growth trajectory while we even more aggressively expand and advance our industry-leading offerings. CVC is a premier organization and the investment in Vitech is a great validation of our success to date and of our future plans and prospects. I am excited by what this means for our software, our services, our clients and our employees."
Vitech was advised by RBC Capital Markets, Orrick, Herrington & Sutcliffe, and Clearsight Advisors. CVC was advised by Citigroup, Goldman Sachs, and White & Case.
Aliansce Shopping Centers and Sonae Sierra Brasil agreed on the potential merger of their activities. The union will result in the largest company in the country, in a number of shopping malls under management: Aliansce Sonae Shopping Centers. The new company will remain listed in the Novo Mercado segment of B3. The final stake will be 67.90% for Aliansce's shareholders Aliansce and 32.10% for Sonae Sierra Brasil's shareholders
"The combination of the two businesses should result in a company with even stronger strategic positioning, which, combined with the synergies, will allow us to offer even more special experiences to our consumers. We intend to generate value in the long term for our tenants and business partners, as well as offer great growth opportunities for our employees," says Renato Rique, Chairman and CEO of Aliansce.
Prepaid wireless provider STS Media agreed to sell FreedomPop to Red Pocket Mobile, as STS readies itself to place a bid for Sprint Corp's Boost Mobile. Financial terms were not disclosed.
STS Chief Executive Stephen Stokols said proceeds from the sale will be invested in the technology that had powered FreedomPop and will put STS in a better position to partner with other companies or private equity groups to aggressively pursue Boost.
"We feel that Red Pocket was the best company to grow the FreedomPop brand and consumer experience for our existing users. We look forward to supporting their continued growth and focusing more exclusively on our exploding SaaS business providing companies with unique acquisition, up-sell and digital transformation capabilities," he added.
United Technologies is closing down $100bn deal to merge the aerospace unit with Raytheon.
According to
Reuters, United Technologies, provider of equipment such as electronics and communications equipment to primarily commercial plane makers, is nearing a deal to merge its aerospace business with Raytheon, a vendor mainly to the US government for equipment in military aircraft and missiles, and form a new company worth well over $100bn.
The deal is said to be structured as an all-stock merger of equals because United Technologies would separately spin off its Carrier air conditioning business and Otis elevator division.
United Technologies has a market capitalization of $114bn, but without Carrier and Otis, its value could be less than $60bn. Raytheon's market capitalization is c. $52bn.
AXA further reduces stake in the US subsidiary.
French insurance giant AXA sold an 8% stake in AXA Equitable Holdings through a secondary offering, as part of its plan plans to withdraw from life insurance business in the US.
AXA sold 40m shares at $20.85 a share for a total amount of $834m, the company said. It reduced its stake in AXA Equitable to 40.1% from a previous 48.3%.
JPMorgan, Morgan Stanley and Citigroup were underwriters for AXA for the secondary offering. The insurer said it granted the underwriters an option to buy as many as 6m additional shares.
Thoma Bravo wants to sell Continuum. (FS)
Private equity firm Thoma Bravo is seeking to sell Continuum, a managed IT services platform provider. The process is in the early stages, and there is no confirmation about the opening of offers. PE firm put Continuum on the block after a two-year hold.
Thoma Bravo acquired Continuum from Summit Partners in June 2017. Continuum competes with ConnectWise, Datto, Kaseya, SolarWinds MSP, and a range of network operations center, security operations center and MSP-focused platform providers.
Apple in advanced talks to acquire Drive.ai. (FS)
Apple is in the process of acquiring Drive.ai, a well-known self-driving shuttle service startup, for its engineering talent to boost 'Apple's development of a self-driving vehicle system. Drive.ai was valued at $200m in 2017, when it raised a $50m Series B from investors including New Enterprise Associates and GGV Capital.
Jefferies has been reportedly advising Drive.ai is a search for a potential buyer since March.
Caesars Entertainment and El Dorado in advanced merger talks.
According to
the Financial Times, Caesars Entertainment, a leading casino, and entertainment chain is in advanced discussions of a possible merger with El Dorado.
Multiple global gaming companies have expressed interest in Caesars, but El Dorado is the only one left in the race. Among those expressing interest was UK gambling giant William Hill, which withdrew from the contest several months ago. Caesars also rejected an offer from Tilman Fertitta, the billionaire owner of the Houston Rockets basketball team.
El Dorado is a casino chain focused on markets outside of Las Vegas across 12 US states. Its enterprise value is just $8bn compared with $24bn for Caesars.
DirecTV and Dish Network reportedly considering a merger.
According to
Reuters, Satellite TV provider Dish Network is considering a merger with AT&T's DirecTV service, but there are no deal talks. Shares of Dish rose as much as 6.3% after the report on Friday, while 'AT&T's stock edged 1.9% higher.
AT&T's DirecTV has been losing customers amid competition with streaming giants Netflix and Amazon Prime. In April, DirecTV reported a quarterly loss of 83k subscribers on its streaming service, which followed a loss of 267k subscribers in the fourth quarter of 2018.
Focus Energia buys Sao Roque hydro plant.
According to
Reuters, Brazilian electricity trader Focus Energia is in talks to buy the São Roque hydroelectric plant in the state of Santa Catarina, a Nova Engevix-controlled project that has ground to a halt near completion.
The talks are at an advanced stage, but the deal would depend on an endorsement from the National Electric Energy Agency, as the hydroelectric plant is at risk of having its concession revoked by the regulator.
Softbank may invest $1bn in Nubank. (FS)
According to
Bloomberg, Softbank Group is in talks to invest in Brazilian financial technology company Nubank, which has Goldman Sachs and Sequoia among its backers.
Vox reported that Softbank might invest up to $1bn in Nubank, valuing the firm at up to $10bn.
A new financing round could accelerate Nubank's plans to expand outside Brazil, where it already has 8.5m clients. Nubank announced last month the fintech would start to operate in Mexico. Softbank earlier this year launched a $5bn fund to invest in startups in Latin America.
Third Rock Ventures closed fund at $770m. (FS)
Third Rock Ventures, a life sciences venture capital firm, closed Third Rock Ventures V, at $770m. With Fund V, the firm will continue to execute on its strategy of discovering, launching, and building innovative life sciences companies.
The newest Third Rock fund was oversubscribed, and investors included university endowments, family offices, and foundations, including London-based biomedical research charity the Wellcome Trust.