AMERICAS
Proxy advisor Institutional Shareholder Services said that shareholders of Linx, a Brazilian software company, should vote against a takeover by StoneCo, a provider of financial technology solutions, Reuters reported.
ISS said Linx has not given a strategic rationale to justify the deal, adding it comes when the company's shares were trading down more than 20% in the year when the deal was announced. Shares in Linx are now 3.3% up in 2020, while Brazil's benchmark stock index is down 15.4%.
"The offer does not represent a premium to prices before Covid-19 and appears to be in the trading range of the stock during 2019," ISS.
Linx is advised by Goldman Sachs, Pinheiro Neto and White & Case. Goldman Sachs is advised by Cleary Gottlieb Steen & Hamilton. StoneCo is advised by Proton Partners, Citigroup, JP Morgan, Morgan Stanley, Davis Polk & Wardwell, Mattos Filho and Spinelli Advogados. Debt financing is provided by JP Morgan and Morgan Stanley.
The US Justice Department sued to block Visa's $5.3bn acquisition of Plaid, an American fintech company, over concerns that the deal would harm competition in the global payments market, Bloomberg reported. The Justice Department filed an antitrust complaint in federal court in San Francisco Thursday.
The deal would give Visa control over a vital data provider to apps like PayPal's Venmo, which allows consumers to send money to friends and merchants without using Visa's network.
Plaid is advised by Goldman Sachs and Wilson Sonsini Goodrich & Rosati. Visa is advised by Lazard, DLA Piper, Freshfields Bruckhaus Deringer, Skadden Arps Slate Meagher & Flom, Brunswick Group and Sloane & Company.
Merck, a multinational science and technology company, agreed to acquire VelosBio, a privately-held clinical-stage biopharmaceutical company, from Pappas Capital, a venture capital firm, and Arix Bioscience, a global healthcare and life science company, for $2.75bn. The closing of the transaction, which is subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions, is expected by the end of 2020.
"Merck is a recognized leader in oncology, and this acquisition reflects the hard work and commitment of all the employees at VelosBio in advancing the science of ROR1. We are very pleased that Merck has recognized the value of our first-in-class ROR1-directed investigational therapeutics. As part of Merck's oncology pipeline, our lead product candidate, VLS-101, is now well-positioned to achieve its maximum potential to benefit appropriate cancer patients in need," Dave Johnson, VelosBio Founder and CEO.
VelosBio is advised by Centerview Partners, Cooley and KKH Advisors. Merck is advised by JP Morgan and Gibson Dunn & Crutcher. Arix Bioscience is advised by Optimum Strategic Communications. Pappas Capital is advised by Gasthalter & Co.
Tourmaline, a natural gas producer, agreed to acquire Jupiter Resources, an independent Calgary-based energy company, and Modern Resources, a provider of oil and gas field services for $626m, including c. $200m of debt, and $144m respectively. The acquisition of Modern was closed on November 2, 2020, while the acquisition of Jupiter is expected to close on December 16, 2020, subject to receipt of customary regulatory approvals, including TSX approval.
"I am incredibly proud of the Jupiter team and everything we accomplished over the past six years. Each new season brought unique challenges, but through commitment, collaboration, innovation and perseverance, we emerged stronger every time. I am confident that the high-quality business we built will support Tourmaline's ambition to become North America's most efficient and profitable natural gas producer," Simon Bregazzi, Jupiter CEO.
Jupiter is advised by Peters & Co, RBC Capital Markets, TD Securities, Blake Cassels & Graydon and Vinson & Elkins.
Aphria, a global cannabis company, agreed to acquire SweetWater Brewing Company, an independent craft brewer, for $300m. The shareholders of SweetWater will receive $250m in cash and approximately $50m in Aphria stock. The deal has been unanimously approved by Aphria's Board of Directors and is expected to close before the end of December 2020.
"Our strong balance sheet and access to capital have enabled us to enter the US through this strategic and accretive acquisition. We will establish and grow our US presence through SweetWater's robust, profitable platform of craft brewing innovation, manufacturing, marketing and distribution expertise. At the same time, we will build brand awareness for our adult-use cannabis brands, Broken Coast, Good Supply, Riff and Solei, through our participation in the growing $29bn craft brew market in the US ahead of potential future state or federal cannabis legalization. We look forward to building upon the strengths of each of our respective and complementary brands, diversifying our product offering, broadening our consumer reach, and enhancing loyalty with consumers," Irwin D. Simon, Aphria Chairman and Chief Executive Officer.
SweetWater is advised by Arlington Capital Advisors and Winston & Strawn. Aphria is advised by Jefferies & Company, DLA Piper and Fasken.
Kimball International, a furnishings designer, agreed to acquire Poppin, a tech-enabled, B2B commercial furniture design company, for $180m.
"The addition of Poppin to the Kimball International family provides us with a meaningful growth engine that aligns with our recently-launched 2.0 Connect Strategy and with our longer-term vision to create a leading omnichannel commercial furnishings design powerhouse supported by a robust manufacturing and sourcing infrastructure. The acquisition greatly accelerates the development of our eBusiness platform, and we have identified multiple levers to drive significant revenue synergies," Kristie Juster, Kimball International CEO.
Poppin is advised by Cooley. Kimball International is advised by JP Morgan, Schiff Hardin and Advisiry Partners.
TreeHouse Foods, a multinational food processing company, agreed to acquire the US branded pasta portfolio of Ebro Foods, a company in the Spanish food processing sector, for $242m.
"The acquisition of Ebro's well-known regional pasta brands further strengthens our portfolio and expands our scale to better serve our national and regional customers. Our existing private label and regional brand pasta business will be a natural complement to the acquired brands and will enable us to further optimize our production network, improve capacity utilization and deliver greater profitability and free cash flow," Steve Oakland, TreeHouse Foods CEO and President.
TreeHouse Foods is advised by Evercore and Winston & Strawn. Ebro Foods is advised by RBC Capital Markets.
Private equity firms Center Rock Capital Partners and Leelanau Private Capital agreed to acquire Eastern Wholesale Fence, an extruder, manufacturer, and distributor of commercial and residential fence products, from Corinthian Capital Group, a middle-market private equity firm. Financial terms were not disclosed.
"Over the past three and a half years, the Company experienced strong organic growth while introducing new quality products and integrating new manufacturing processes. We were fortunate to have been able to partner with Peter and his team, and are proud of the work the Corinthian team was able to provide, and the successful outcome that we achieved together," Kenneth Clay, Corinthian Founder and Partner.
Eastern Wholesale Fence is advised by Lincoln International, Raymond James and Clifford Chance.
Private equity firm Court Square Capital completed the acquisition of Veregy, an independent energy services company, from Bow River Capital, a private alternative asset management company based in Denver. Financial terms were not disclosed.
"Veregy's brand and success were conceived through our strategic partnership with Bow River Capital. We have and will continue to invest in the best companies, resources, and technologies to address the comprehensive energy efficiency needs of our customers nationwide. Today is both exciting and transformative – we look forward to continuing on our path of customer-centric innovation with the support of our new investor, Court Square. Our customers and employees will be the greatest beneficiary of this new strategic partner," John Hobbes, Veregy CEO.
Veregy was advised by Harris Williams & Co, Brownstein Hyatt Farber Schreck and Lewis Rice.
Hexagon, a global technology group headquartered in Sweden, agreed to acquire PAS Global, the operational technology integrity company. Financial terms were not disclosed.
"Since 1993, PAS has delivered solutions that help industrial organizations improve process safety and profitability. As cyber risk in the industrial sector has grown, we have remained true to our mission by expanding our capabilities to further protect operational technology and have been recognized as a leading cyber asset management company. Now, PAS and Hexagon together will be a powerhouse solution provider for managing the entire industrial lifecycle," Eddie Habibi, PAS Founder and CEO.
PAS Global is advised by Stifel and Vinson & Elkins.
Lightspeed POS, a point-of-sale and e-commerce software provider based in Montreal, agreed to acquire ShopKeep, a cloud commerce platform provider based in New York City, for $440m.
"ShopKeep's commitment to enabling independent businesses to dream big and rise above industry and economic challenges is deeply aligned with our own mission to power the future of commerce. This acquisition will bring ShopKeep merchants, small and medium-sized businesses that make up the backbone of the US economy, into the Lightspeed family, providing them even more crucial product innovation and world-class support as they drive the reinvention of American commerce," Dax Dasilva, Lightspeed Founder and CEO.
Lightspeed POS is advised by RBC Capital Markets.
Corporate Office Properties Trust, a real estate investment trust, and Blackstone agreed to form a joint venture to acquire interests in eight single-tenant, data centre shell properties totalling 1.3m square feet and valued at $293m.
"We are very pleased to expand our relationship with Blackstone. These transactions further confirm the value of our portfolio of strategically located data centre shell properties and the value our development platform adds for shareholders," Stephen E. Budorick, COPT President and CEO.
Blackstone is advised by Simpson Thacher & Bartlett.
Veronis Suhler Stevenson-backed Coretelligent, a provider of comprehensive managed IT, security and unified cloud management services, completed the acquisition of Soundshore Technology Group, a managed services IT firm. Financial terms were not disclosed.
"We're delighted to welcome the Soundshore team and their world-class clientele to the Coretelligent family. The shared commitment to delivering a superlative IT experience to our collective clients made bringing the two firms together a natural decision. The acquisition of STG greatly compliments and further strengthens Coretelligent's iron-clad platform and unparalleled expertise in the Financial Services Sector," Kevin J. Routhier, Coretelligent Founder, President, and CEO.
VSS was advised by Stanton PRM.
Navisite, an IT service management company, agreed to acquire Dickinson + Associates, an SAP consulting firm based in Chicago. Financial terms were not disclosed.
"Dickinson has an excellent reputation in the industry with a strong, continually growing relationship with SAP. With this acquisition, we'll be able to deliver greater breadth and depth of SAP services to help organizations accelerate their IT transformations, improve operations and reduce costs. This aligns with our broader strategy to combine the highest levels of knowledge, skills and capabilities that span all major cloud and enterprise application providers," Mark Clayman, Navisite CEO.
Arthur J. Gallagher, a global insurance brokerage, risk management and consulting services firm, agreed to acquire Optimum Talent, one of Canada's largest privately-owned integrated talent management firms. Financial terms were not disclosed.
"The Optimum Talent team will introduce our Gallagher Better Works™ organizational wellbeing strategy to the many clients that they support, expanding our senior management relationships across Canada and creating additional opportunities for capabilities discussions and consulting engagements. We are thrilled to welcome Ron, Mike and their associates countrywide to our growing global team," J. Patrick Gallagher, Chairman, President and CEO.
Churchill Capital eyes stake in DirecTV. (FS)
Churchill Capital IV, a SPAC backed by former Citigroup rainmaker Michael Klein, is among potential bidders for DirecTV, a satellite business of AT&T, Bloomberg reported.
Churchill Capital IV, which raised $2.07bn in July, is reportedly working with advisers on a potential bid for the asset. AT&T has been seeking investors to buy a significant stake in the business, allowing the telecom and media giant to remove DirecTV from its books while maintaining access to some of its cash flow.
SL Green to sell offices in Hudson Yards for $953m. (RE)
SL Green Realty, a real estate investment trust, agreed to sell an office redevelopment in Manhattan's Hudson Yards region for $953m to real estate company 601W Cos, Bloomberg reported. Offices that are being sold are currently leased by Amazon and First Republic Bank, an American bank and wealth management company.
While the property was intended to be held as a long-term investment, its sale would allow SL Green to reduce debt and raise cash for share buybacks, while achieving "extraordinary profits," Brett Herschenfeld, Managing Director, said. The company owns 71% of the property and will keep a 5% stake through the completion of the project.
Airbnb to file for IPO next week.
Airbnb, an American vacation rental online marketplace company, plans to make its IPO registration public next week, Reuters reported. The listing would take place in December despite continued Covid-19 damage.
The IPO could be one of the largest stock market listings in 2020, amid a pandemic that has seen demand for house rentals surge as vacationers snub hotels to practice social distancing. Previously Airbnb reportedly intended to raise $3bn to bring its valuation to $30bn.
EMEA
Reuters reported that the London Stock Exchange offered concessions to EU antitrust regulators, addressing concerns over its planned acquisition of Refinitiv, a global provider of financial market data and infrastructure. LSEG has offered to allow rivals non-discriminatory access to clearing and data in an attempt to win over antitrust regulators investigating the deal.
The European Commission will now have until January 15 to make a decision. The previous deadline was set on December 16.
Refinitiv is advised by Canson Capital Partners, Evercore, Jefferies & Company, Corrs Chambers Westgarth, Osler Hoskin & Harcourt, Simpson Thacher & Bartlett, and Eterna Partners. LSEG is advised by RBC Capital Markets, Oliver Wyman, Barclays, Goldman Sachs, Morgan Stanley, Robey Warshaw, Blake Cassels & Graydon, Freshfields Bruckhaus Deringer, and Teneo. Legal advice to financial advisors of LSEG is provided by Herbert Smith Freehills. CPPIB is advised by Weil Gotshal and Manges. Thomson Reuters is advised by Allen & Overy.
GHO Capital-led consortium, including the management and investors: Mubadala Investment Company, HarbourVest Partners and Northwestern Mutual, agreed to acquire a majority stake in Envision Pharma, an international, innovative global technology and scientific communication company, from private equity firm Ardian. Financial terms were not disclosed.
"Having worked alongside GHO for four years, we are delighted they have chosen to extend and deepen the partnership in a new investment cycle. We see a clear commitment to expanding our reach across the healthcare services spectrum, most notably in medical affairs, with the ultimate goal of enhancing physicians' abilities to improve patient outcomes," David Thompson, Envision CEO.
Envision Pharma is advised by Ernst & Young and Irwin Mitchell. GHO Capital is advised by Alvarez & Marsal and Ropes & Gray. Ardian is advised by Rothschild & Co, Weil Gotshal and Manges and Headland Consultancy.
Andina Acquisition III, a blank cheque company, terminated the deal to merge with Emmac, a European medical cannabis company.
The completion of the business combination was subject to, amongst other matters, the negotiation and execution of a definitive agreement for the business combination, and despite significant efforts by all parties involved and progress towards the completion, particularly against the challenging global economic conditions, it was not possible to finalize the negotiations to the satisfaction of both parties.
The family office of Lord Alliance of Manchester CBE and his son Joshua Alliance agreed to invest £100m ($130m) in N Brown, a clothing and footwear digital retailer in the UK.
"The proposed capital raise will give us the firepower to invest further in our digital capabilities and accelerate our growth strategy, whilst significantly strengthening the Group's balance sheet to provide us with ongoing flexibility and a strong platform from which to deliver returns for all of our shareholders," Steve Johnson, N Brown CEO.
N Brown is advised by Jefferies & Company, Rothschild & Co, Shore Capital & Corporate and MHP Communications. Lord Alliance of Manchester is advised by Macfarlanes.
PayPoint, a British business offering a system for paying bills in the United Kingdom, Ireland and Romania, agreed to acquire Handepay and Merchant Rentals, two card payments and card terminal leasing businesses, for £70m ($91m).
"Our acquisition of Handepay and Merchant Rentals will significantly increase our card payments capability and broaden our SME customer base. This important step refocuses PayPoint towards a core growth area and creates synergies through cross-selling of other PayPoint services and leveraging the scale of the combined business. Handepay has delivered a resilient performance through Covid-19, through the breadth of its customer base and strong recovery of active merchants after the first lockdown, and has a proactive plan in response to the most recent national restrictions. I am equally pleased to welcome the Handepay management team into the PayPoint Group and look forward to working with them as we deliver on the exciting potential of the combined card business," Nick Wiles, PayPoint CEO.
Handepay and Merchant Rentals are advised by PricewaterhouseCoopers and JMW Solicitors. PayPoint is advised by PricewaterhouseCoopers, Freshfields Bruckhaus Deringer and Finsbury Glover Hering.
Nuvei, a global payment technology company, completed the acquisition of Smart2Pay, a smart web payments company. Financial terms were not disclosed.
The acquisition strengthens Nuvei's presence in high-growth digital commerce verticals and further expands the company's geographic footprint in additional regions. Furthermore, the transaction creates one of the largest and most complete alternative payment method solution providers in the world, with 450 APMs supporting online merchants in more than 200 global markets.
Smart2Pay was advised by Financial Technology Partners and De Breij. Nuvei was advised by RBC Capital Markets and Stibbe.
Aurelius, an asset management firm, agreed to acquire Pullman Fleet Services, a UK commercial vehicle repair and maintenance company, from Wincanton, the largest British third-party logistics company. Financial terms were not disclosed.
"Wincanton has set out a clear strategy for achieving profitable growth and we have focused our teams and our investments towards those markets where we see the highest potential. Our recent disposals of PFS and our containers operations, and subsequent exit from the Specialist Services sector, is clear evidence of our commitment to deliver this strategy," James Wroath, Wincanton CEO.
Wincanton is advised by Headland Consultancy.
Private equity firm Agilitas agreed to acquire TenCate Advanced Armour, a manufacturer of lightweight survivability solutions, from Royal Ten Cate, a Dutch industrial conglomerate. Financial terms were not disclosed.
"It has been a pleasure to work with management on identifying multi-dimensional transformational opportunities for TenCate Advanced Armour. We are excited to support their vision to become the leading OEM-independent manufacturer of lightweight survivability solutions across all platforms," Kevin Iermiin, Agilitas Investment Director.
Agilitas is advised by Greenbrook.
Heineken, a Dutch brewing company, agreed to acquire Texel Brewery, a craft brewery. Financial terms were not disclosed.
"Together with Heineken, we are going to push the boundaries of our success. Heineken is the ideal strategic partner for us in order to be able to meet this rapidly growing consumer demand in the future and to further professionalize the Texel beer brewery," Cor Honkoop, Texel General Manager.
Heineken is advised by Stibbe.
LionRock Capital, a private equity firm, agreed to acquire a majority stake in Clarks, a British shoemaker, for £100m (c. $130m). The deal will be subject to shareholder approval, and shareholders will be asked to vote on the proposed transaction in December.
"The new partnership with LionRock Capital will provide this as well as the expertise to grow the Clarks brand in China, which remains a primary opportunity. Our people, partners and customers remain our top priority and we are committed to building a relevant, accessible and desirable brand that reflects the way consumers live their lives," Giorgio Presca, Clarks Chief Executive Officer.
Aydem Holdings IPO eyes IPO next quarter.
Aydem Holdings, a Turkish energy group, is eyeing an IPO of its renewable-electricity producer next quarter which could value the unit at $1.5bn, Bloomberg reported.
The news came after an initial delay of the listing of Aydem Yenilenebilir Enerji, reportedly because of decreased investors demand caused by coronavirus outbreak. The unit could reportedly raise around $300m.
Ozon files for $500m US IPO.
Ozon, a Russian online retailer, submitted draft filings with SEC for floatation of its ordinary shares. Cash raised could reach $500m. The company expects to list American depositary shares on Nasdaq Global Select Market. Further official terms of the IPO, including price were not disclosed. Ozon also considers a Moscow IPO after US floatation.
"We intend to retain all available liquidity sources and future earnings, if any, to fund the development and expansion of our business," Ozon.
APAC
Public Investment Fund, the sovereign wealth fund of Saudi Arabia, agreed to invest $1.3bn in Reliance Retail, a retailer in India. PIF joins other global investors such as Silver Lake Partners, Mubadala, ADIA, KKR, General Atlantic, GIC and TPG who also invest in Reliance Retail.
"We are pleased to be furthering our trusted partnership with Reliance, the leading player in some of India's most exciting sectors. This transaction demonstrates PIF's commitment to investing and partnering for the long-term with innovative businesses around the world that lead and transform their sectors," Yasir Al-Rumayyan, PIF Governor.
General Atlantic is advised by Paul Weiss Rifkind Wharton & Garrison. Silver Lake is advised by Latham & Watkins. Mubdala is advised by Skadden Arps Slate Meagher & Flom. KKR is advised by Deloitte, Shardul Amarchand Mangaldas & Co, Simpson Thacher & Bartlett and Sard Verbinnen & Co. Reliance is advised by Morgan Stanley, Cyril Amarchand Mangaldas and Davis Polk & Wardwell.
WiMi Hologram Cloud, an augmented reality service provider, agreed to acquire Fe-da Electronics Company, a distributor of electronic parts and electronic communications equipment. Financial terms were not disclosed.
"Our acquisition of Fe-da Electronics marks a very important milestone in our journey to achieve our long-term goal of becoming a global leader in CPU AI algorithms. In addition, our integration with Fe-da Electronics will create significant synergies in the areas of technology, product development, and market coverage, helping us to seize those market opportunities in the field of central processing algorithm services and develop more unique competitive advantages. Going forward, we plan to leverage these advantages to capture related market opportunities, move closer towards the fulfillment of our long-term goals in both AI algorithms and cloud computing services, and create more value for our shareholders over the long term," Shuo Shi, WiMi Chief Executive Officer.
WiMi is advised by ICR.
Alimentation Couche-Tard, an independent convenience store operator, agreed to acquire Circle K HK, a chain of convenience stores located in Hong Kong, from Convenience Retail Asia, an operator of convenience store chains, for $360m. The transaction, which is expected to close by December 31, 2020, will be financed through available cash on hand and will be subject to usual closing conditions, including the approval by CRA shareholders, as well as regulatory clearances and customary conditions as specified in the purchase agreement.
"I have followed Circle K Hong Kong's progress closely for decades and deeply admire its leadership team and retail expertise. I look forward to welcoming their team members and stores into the Couche-Tard family and have no doubt that together we can reach millions more customers in Hong Kong and across Asia as we move forward in our journey to become the world's preferred destination for convenience and fuel," Alain Bouchard, Couche-Tard Founder and Executive Chairman.
TikTok's parent company ByteDance agreed to acquire an 11.23% stake in iReader, a Chinese e-book reader and publisher, for $166m.
Founded in 2008, iReader operates an app that lets users access novels, audiobooks, anime, among others. It expanded into the global market in 2015. The company also recently ventured into enterprise software via its Lark app and online education with its Dali Education brand.
IMCD, a global distributor of speciality chemicals and food and pharma ingredients, completed the acquisition of Signet Excipients Private, an Indian speciality chemicals distributor. Financial terms were not disclosed.
"As India is the largest supplier of generic medicines globally, it is our ambition for our pharmaceutical business to have a strong presence there. Hence, I am pleased that Signet and IMCD will now join their activities in India, Bangladesh, the Middle East and Africa," Piet van der Slikke, IMCD CEO.
Flipkart, an e-commerce company, led a Series F funding round in Universal Sportsbiz, an operator of an online clothing store. The round was also joined by Accel Partners. Financial terms were not disclosed.
"It is our constant endeavour to offer our customers a wide range of products that meet their sensibilities. USPL's unique brands, backed by celebrity endorsements, have a strong appeal for the young fashion-driven Indian consumer. This investment will help USPL and the Flipkart Group find deeper synergies as we continue on our commitment to grow an ecosystem of partnerships that deliver value for consumers and brands," Kalyan Krishnamurthy, Flipkart Group CEO.
ByteDance seeks cash at $180bn valuation. (FS)
ByteDance, the parent of TikTok and internet technology company, is in talks to raise $2bn in cash at a $180bn valuation as the fate of the TikTok acquisition remains uncertain, Bloomberg reported.
The company is reportedly in talks with a group of investors including Sequoia. Terms of the funding were not disclosed. After the round, ByteDance could start preparing some of its biggest assets including Douyin and Toutiao for an initial public offering in Hong Kong.
Bain Capital delays Kioxia listing beyond 2020. (FS)
Bain Capital announced it will not list Kioxia, a Japanese chipmaker, in 2020. Previously, the floatation was supposed to take place on Tokyo Stock Exchange on October 6.
Yugi Sugimoto, Bain Capital Managing Director and Kioxia majority shareholder, reported it is complicated to make a listing happen in 2020.
Gland Pharma set price for $167m IPO.
Gland Pharma, a pharmaceutical company in India, will launch its IPO on November 9, 2020 and is expected to raise $167m in the largest pharmaceutical floatation in India. The issue will end on November 11.
The price band is now fixed at around $20 per share. Proceeds will be used to fund working capital and capex requirements.
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