EMEA
Telenor Group agreed to acquire 54% of the shares in the Finnish telecom operator DNA for total €1.5bn ($1.7bn). With the transaction, Telenor gets a strong position across fixed and mobile in an attractive and growing telecom market, and further strengthens its position in the Nordic region.
Telenor entered into separate agreements for €20.90 ($23.50) per share in cash with DNA's two largest shareholders, Finda Telecoms, subsidiary of Finda, Finish private equity firm, and PHP Holding, which hold 28.3% and 25.8% of the shares in the company, respectively.
"I am very pleased to announce today's transaction and our entry into Finland, the fastest growing mobile market in Europe. DNA is an exciting addition to Telenor Group, and a natural complement to our existing operations in the Nordic region. Not only are we strengthening our footprint in the Nordic region, we are also gaining a solid position across fixed and mobile in the Finnish market and making room for further value creation. [...] We will continue to invest in DNA and will support the team in their focus on delivering high-quality services to the customers in Finland,'' said Telenor Group Chief Executive Sigve Brekke.
Barclays and Thommessen advised Telenor. Nordea advised Finda.
According to Financial Times, the minority shareholders of Russian retail chain Lenta plan to lobby the company's board to consider a rival takeover bid. They plan to send a joint letter demanding that the board halt a proposed takeover by Severgroup and consider a slightly higher bid by competitor Magnit.
Magnit, Russia's second-largest supermarket chain, made a non-binding proposal to buy Lenta for $3.65 per global depository receipt. The tender came just hours after Lenta's largest shareholders agreed to sell a 42% stake to Severgroup for a slightly lower price of $3.60 per GDR.
"Minority investors will always go for the deal that pays them the most," said one of the people cited by Financial Times.
JP Morgan and Freshfields Bruckhaus Deringer advise Lenta. Citigroup advise Severgroup.
Agrokor completed its groundbreaking two-year restructuring process. With the implementation of the creditor settlement, the new holding company Fortenova Group took over the operative parts of Agrokor, which are now controlled by the former creditors as new shareholders. The former parent company will be wound up together with the remaining subsidiaries in due course.
With a debt volume of approximately €6bn ($6.7bn), Agrokor's restructuring was the largest in Europe in 2017/18. With a significant share of Croatia's gross domestic product, Agrokor and its subsidiaries employ more than 53k people in 20 countries. As a significant employer and food producer/supplier/retailer, Agrokor's resolution was of critical importance to the CEE economy. The Croatian government passed an emergency law to address the scale and complexity of the situation.
The largest creditors of Agrokor include the Russian Sberbank and certain US funds, followed by the Russian VTB Bank and BNP Paribas. Russia’s Sberbank with loans worth €1.1bn ($1.3bn), became the company’s largest shareholder with a 39.2%. Bondholders own 25%, local Croatian banks 15.3% and Russia’s second largest bank VTB ended up with a 7.5% stake.
Kirkland & Ellis and Houlihan Lokey advised Agrokor. Deloitte advised Sberbank and VTB. PJT Partners and Hogan Lovell advised other bondholders of Agrokor.
Mid Europa Partners, the private equity investor in Central and Eastern Europe, agreed to acquire a majority stake in Mlinar, Croatian bakery retail and wholesale business from its founder, Mato Škojo, who will retain a stake in the company. The transaction is subject to customary closing conditions and is expected to complete in Q2 2019. Financial terms were not disclosed.
Andrej Babache, Partner of Mid Europa, said: "We plan to help the Company expand internationally and we look forward to our partnership with Mr. Škojo as he continues to support Mlinar's growth." Mato Škojo, Founder of Mlinar, commented: "I look forward to working with Mid Europa as a strong and credible partner with an excellent track record in food production and retail."
UniCredit, Dechert, Šavorić & Partners, KPMG, BCG, and Beragua advised Mid Europa.
Sports Direct do not intend to make an offer to buy Debenhams after lenders took control of the ailing retailer on Tuesday. Sports Direct had time until April 22 to make an offer for the retailer. However, the company decided to walk away under British takeover rules.
Numis advised Sports Direct.
Andera Partners supported a management buyout of Infra Group, which builds and renovates utility infrastructure networks for gas, water, electricity and telecom companies, from Waterland. Financial terms were not disclosed.
Laurent Tourtois and Antoine Le Bourgeois, Partners at Andera Partners, said: “Winch Capital is truly excited to partner with Tom Vendelmans and his team to continue and accelerate the growth of Infra Group. We have been impressed by Infra Group’s management team and our common goal is to reinforce Infra Group’s position as a leader in the Belgian market, while pursuing the change of scale of the Company through new growth opportunities in Europe, notably in France and in Germany.”
Rothschild & Co advised Waterland.
G Square Healthcare Private Equity, a London-based private equity firm with investments in healthcare companies in Europe, acquired a majority stake in Dental Care Group, a clinician-led business comprised of 21 dental practices in East and South East of England.
G Square has acquired a majority stake in partnership with the Founders who retain a significant shareholding and will continue to manage the company.
Oliver Hoenich, Investment Director at G Square, adds: “We believe that DCG’s Management passion for delivering the best quality dental care as well as focus on the customer experience and dentist training makes them a highly valuable partner not only for the NHS, but also for private customers and for dentists joining the Group.”
Saudi Aramco sold $12bn bonds out of a record $100bn orders.
Saudi Aramco raised $12bn with its first international bond issue after receiving a demand for more than $100bn. It was a record-breaking vote of market confidence for the oil giant which has faced investor concerns about government influence over the company.
Aramco’s bond issue, split into maturities ranging from three to 30 years, may be seen as potential investor interest in the Saudi company’s eventual IPO.
Before the bond deal was marketed on Monday, Saudi Energy Minister Khalid al-Falih said initial indications of interest for the paper were over $30bn. Having bloated to over $100bn during the sale process, demand appeared to be the largest ever for emerging markets bonds.
Alcon valued over $28bn after the spin-off from Novartis.
Swiss eyecare company Alcon, a company with $7.1bn in annual sales, which made a debut on the Swiss Exchange is valued up to $28bn on its first day of trading following its spin-off from drugmaker Novartis to shareholders. The shares were seen trading for CHF57.80 ($57.84) per share after opening at CHF55 ($55.05). Alcon reached market cap of CHF28bn ($28bn).
Novartis shares were falling 9% as its eyecare unit carved out into a separate company
Swedish Foreo considers sale for $1bn.
According to Bloomberg, Foreo, the six-year-old Swedish beauty company known for electric facial cleansers and toothbrushes, hired advisers as it considers selling itself. The firm could fetch more than $1bn in a sale. It is expected that private equity firms will be among the bidders. The company may still decide against a deal as the plans are at an early stage.
Nestle to assess interest from Smithfield & Cargill for Herta.
According to Bloomberg, Nestle's sale of its Herta lunch-meat business may attract interest from bidders including packaged meat company Smithfield Foods and agricultural commodities giant Cargill.
The Swiss company plans to send marketing material this month to potential investors including Tyson Foods, China's Cofco Corp. and Sigma Alimentos of Mexico. Nestle is working with an adviser to divest the hot dog brand, in a deal that could value the unit at $0.8-1bn.
Commerzbank promised to maintain employee interests in Deutsche Bank merger.
According to Financial Times, Commerzbank’s board pledged its workers’ council to “keep the employees interest clearly in sight”. Commerzbank is evaluating the merit of a potential merger with Deutsche Bank. This merger could put up to 30k jobs on the line.
Additionally, according to Reuters, a plan by the Qatar Investment Authority to make a significant investment in Deutsche Bank had slowed. QIA approached financial regulators some months ago about a request for approval for a sizeable stake in Deutsche Bank. However, Qatari officials haven’t provided the necessary documentation yet, which could disturb QIA’s investment plans. It remains unclear whether QIA has lost interest or if it is taking its time.
German government revealed the information that Deutsche Bank’s CEO had two meetings with Germany’s finance minister before and one immediately after it announced merger talks with a state-backed rival.
AMERICAS
Principal Financial Group, the US retirement plan administrator, agreed to acquire Institutional Retirement & Trust business from Wells Fargo & Company, a diversified multinational financial services company, for $1.2bn. The agreement also includes an earnout of up to $150m tied to better than expected revenue retention, due two years post-closing.
At closing, Principal will assume ownership of Wells Fargo's defined contribution, defined benefit, executive deferred compensation, employee stock ownership plans, institutional trust and custody, and institutional asset advisory businesses and serve a combined 7.5m US retirement customers.
"Retirement is at the heart of our business and core to our future," said Dan Houston, chairman, president and CEO of Principal. "This will be a powerful combination for customers, employees, and shareholders as we solidify our place as a top-three leader in the U.S. retirement market. The acquisition will bring expanded capabilities, reach and scale; fueling our ability to compete, invest and grow to help more people to achieve their retirement outcomes."
Lazard and Debevoise & Plimpton advised Principal Financial Group. Wells Fargo Securities and Skadden Arps Slate Meagher & Flom advised Wells Fargo & Company.
According to Reuters, French company Engie and Caisse de Dépôt el Placement du Québec will tap into debt with nine lenders to back its purchase of the Transportadora Associada de Gás natural gas pipeline in Brazil from state-controlled energy company Petrobras.
The consortium will acquire a 90% stake in TAG after it made Petrobras an $8.6bn offer on Friday for the asset, the largest-ever bid for a gas pipeline in Latin America. The Brazilian oil producer will retain the remaining 10% stake and will also use TAG's natural gas transportation services.
Engie and CDPQ are expected to get between $2.5-3bn in debt with three French banks and three Japanese lenders. More than 50% of the debt will be raised in Brazilian currency, and a portion of the acquisition will be covered by equity, the sources said.
Banco do Brasil, Bradesco, Itaú, Mizuho, MUFG, Sumitomo Bank, BNP Paribas, Crédit Agricole and Société Généralé are reportedly debt providers to Engie and CDPQ. Santander reportedly advised Petrobras. Citigroup advised Engie.
Marlboro maker Altria Group received a request for additional information on its investment in e-cigarette market leader Juul Labs from the US Federal Trade Commission.
Altria, bought a 35% stake in Juul for $12.8bn in December, is looking to convert its non-voting stake in the company to voting shares as per the terms of the investment agreement. The waiting period for the conversion deal had been extended until 30 days after the parties had complied with the FTC's request for documents. The agency is investigating the proposed conversion deal to ensure that it does not violate antitrust law.
The proposal would give Altria the right to nominate directors representing a third of Juul's board. Otherwise, the company will remain independent.
Perella Weinberg Partners, JP Morgan, Wachtell Lipton Rosen & Katz, and Hunton Andrews Kurth advised Altria. Goldman Sachs, Pillsbury, and Cleary Gottlieb Steen & Hamilton advised JUUL. Financing of the deal was provided by $14.6bn loan from JP Morgan. Simpson Thacher & Bartlett advised debt providers.
Kettle Cuisine, a leading artisan producer of refrigerated and frozen all-natural soups and Kainos Capital portfolio company, acquired Harry's Fresh Foods, a privately held custom food manufacturing company based in Portland, Oregon. The transaction strengthens Kettle Cuisine's leadership in the fresh soup category as the only coast-to-coast fresh soup producer. Financial terms were not disclosed.
"Harry's is a great business and a welcome addition to Kettle Cuisine," says Liam McClennon, CEO of Kettle Cuisine. "Its strong reputation in the marketplace reflects its high caliber team members, customer relationships, and premium product portfolio, all of which fit seamlessly into Kettle's growth strategy."
London-based Catalyst Development, an award-winning specialist financial markets consulting firm, will combine with global financial services specialists Sionic Advisors. The deal is set to create one of the world's largest and fastest growing specialist consulting firms, operating with a fully internationalised platform for their global client base. Livingbridge backs catalyst Development. Financial terms were not disclosed.
Catalyst Group CEO, Andrew Middleton, comments "This is a transformational merger that will create a world-leading specialist firm. Sionic has highly regarded expertise in our core banking market, enabling us to scale our delivery of complex assignments for clients worldwide, and a lead position in the US and Canada. Catalyst has a lead position in London and both offshore and nearshore offices, along with specialist asset and wealth management expertise, an international track record in people, talent and change and a global track record of developing financial markets infrastructure for clearing houses and exchanges."
Graph Consulting, Stratton HR, Alvarez & Marsal, Eversheds, and PwC advised Livingbridge. Lloyds Bank and Tosca Debt Capital provided financing.
Orion Food Systems, a manufacturer and distributor of food products and provider of foodservice solutions to the convenience, specialty retail channels, signed a definitive merger agreement with Land Mark Products, a manufacturer and distributor of pizza and sandwich solutions, to create a leading and fully comprehensive foodservice company to serve convenience store operators. Orion Food Systems is an affiliate of One Rock Capital Partners. Financial terms were not disclosed.
"We are delighted to unite two longstanding businesses with such well-known brands in this strategic partnership," said Frank Orfanello, Chairman of the Board of Orion. "As a combined business, we will be able to offer a tailored solution to meet the needs of convenience store operators, from turnkey foodservice franchises that include equipment and post-sale consulting, to custom-designed programs for distributors."
PEI Media Group, information and events provider to the global private capital markets, acquired a portfolio of subscription-led US focused information platforms and event assets from Simplify Compliance Holdings. Financial terms were not disclosed.
The businesses PEI Media Group purchased comprise Buyouts Insider with its affiliated premium information brands Buyouts, Venture Capital Journal and PEHub, the PartnerConnect events, Regulatory Compliance Watch, and the Credit Union Leadership Convention.
Tim McLoughlin, CEO of PEI Media Group, said: “We see huge potential for growth in this portfolio of longstanding, high-quality subscription brands. These acquisitions immediately transform our presence in the US marketplace both commercially and in terms of talented personnel.”
Raymond James, Squire Patton Boggs, EY, and Plural Strategy advised PEI Media.
Avaya plans auction after getting unsolicited interest. (FS)
According to Bloomberg, communications software company Avaya Holdings is working with an investment bank to run a sale process for the company following unsolicited interest from potential buyers, including private equity funds Apollo, Permira and Searchlight and other firms.
Petrobras set new rules for the sale of Liquigas.
Brazilian oil company Petrobras released new rules for the sale of its liquefied petroleum gas subsidiary Liquigas Distribuidora, seeking more potential buyers. Petrobras, the state-run oil company, announced last week that it would extend the deadline for Liquigas investors.
M/C Partners closed fund at hard cap of $350m. (FS)
M/C Partners, a private equity firm, closed its most recent fund. M/C Partners VIII was oversubscribed closing at its hard cap of $350m. M/C’s specialized investment strategy remains focused on investing in targeted high growth infrastructure and services.
“We are very pleased to announce the final closing of Fund VIII. We greatly appreciate the confidence and trust of our investors,” said Jim Wade, Managing Partner of M/C. “This successful fundraising highlights our investors’ enthusiasm for the strength of our team, our differentiated investment strategy and the compelling market opportunity.”
Monument Group and Latham & Watkins advised M/C Partners.
APAC
Wynn proposed to acquire Crown via scheme of arrangement for a combination of cash and Wynn shares. The proposal contemplated acquisition consideration (50% cash and 50% Wynn shares) with an implied value of AUD14.75 ($10.49) per share with the exchange ratio being fixed, using a volume-weighted average price for Wynn shares, immediately before the announcement of an agreed transaction. At the date of the proposal, the volume weighted average price of Wynn shares implied an exchange ratio of 0.042 Wynn shares per Crown share.
The discussions between Crown and Wynn were at a preliminary stage, and no agreement has been reached between the parties about the structure, value or terms of a transaction. Wynn Resorts terminated takeover discussions with Crown Resorts.
"Following the premature disclosure of preliminary discussions, Wynn Resorts has terminated all discussions with Crown Resorts concerning any transaction."
Goldman Sachs, UBS, and Ashurst advised Crown. Moelis & Co advised Wynn Resorts.
Wesfarmers is still interested in acquiring Lynas Corp and could table a less conditional bid for the only major producer of rare earth elements outside China.
"Wesfarmers remains open to engage with the Lynas Board on our proposal, with a view to progressing a less conditional proposal," Managing Director Rob Scott said.
Lynas board previously rebuffed an initial offer of AUD1.5bn ($1.1bn) by the conglomerate and termed the deal "highly conditional". Wesfarmers' initial bid was subject to a range of conditions, including that Lynas has a relevant operating license in Malaysia for a "satisfactory period" following the close of the deal.
Moelis & Co and Allens advise Lynas. Highbury Partnership, UBS, and Herbert Smith Freehills advise Wesfarmers.
Gree Electric parent with plans to sell $6.4bn stake.
According to Bloomberg, a plan by the Zhuhai Gree Group, a state-owned controlling shareholder of Gree Electric Appliances, to sell almost all of its stake in the Chinese air-conditioner and refrigerator giant should boost the valuation of the Shenzhen-listed company.
Gree Electric shares surged by the 10% daily limit after its largest shareholder said that it was considering selling a 15% stake in the company in a deal that could be worth up to CNY43bn ($6.4bn).
Atlantia, Piramal, CPPIB & CDPQ in the race for GIP road assets. (FS)
Canadian pension funds and the Piramal Group entered the final round of bidding to acquire Highway Concessions One, the roads portfolio of Global Infrastructure Partners.
"The sale of the HC1 portfolio has progressed to the second round of bidding with just four suitors left in the fray. Canadian pension funds CPPIB and CDPQ are competing with Italian roads operator Atlantia as well as the Piramal Group, which is looking to acquire the assets for its new roads platform," said person cited by DealStreetAsia.
GIP's road assets, which totals 472 km, have been valued reportedly at between INR40- 42.5bn ($574-610m) by the bidders. The HC1 portfolio generates a consolidated revenue of INR6.2bn ($89m).
Klook raised $225m in extended Series D led by SoftBank Vision Fund. (FS)
Klook, an online travel startup based in Hong Kong, secured $225m in an extended Series D funding round led by SoftBank Vision Fund, which brought Klook's Series D round total to $425m. The investors participating in this round include Sequoia China, Matrix Partners, TCV and OurCrowd.
Klook last announced raising $200m in its Series D round in April, which included investors like Goldman Sachs, Boyu Capital, an unnamed Asian sovereign wealth fund and family offices.
"Our vision is to bring the world closer together by connecting the best of what a destination has to offer with travelers from all over the globe," said Klook CEO and co-founder Ethan Lin.
Tencent and CMC-backed Caixin plans to raise $200m. (FS)
According to Reuters, news outlet Caixin, already backed by Tencent and China Media Capital, founded by one of China's most respected journalists, Hu Shuli, plans to raise $200m in its latest round to finance growth. Caixin intends to primarily use the proceeds to develop business-related technologies and finance expansion
The Chinese firm is looking to raise $100m to $200m with a target valuation of about $500m before the funding round.
L'Oréal is looking for acquisitions in the Indian cosmetics market.
The local arm of the world's largest cosmetics company, L'Oréal, is looking for acquisitions in the skin and make-up market in India. It seeks to capitalize on the country's rising demand for beauty products.
L'Oréal is eyeing companies with a range of make-up and skin care products to fill gaps in its existing portfolio, which comprises Garnier, Maybelline, NYX, and L'Oréal Professional, Amit Jain, managing director of the French company's India business, said in an interview.
Ford Motor with possible JV with Mahindra.
According to Reuters, Ford Motor is near closing a deal with Mahindra & Mahindra to form a new JV in India. With this deal, the US automaker will probably cease independent operations in the country.
Over two decades, Ford invested more than $2bn in India but has consistently struggled. Its current market share in India is 3%. India is one of the world’s fastest-growing car markets.
Under the terms of the negotiated deal, Ford will form a new unit in India in which it will hold a 49% stake, while Mahindra will own 51%.
Chinese Harvest Capital with the first close for the fund at $446m. (FS)
Chinese private equity firm Harvest Capital hit the first close of a new consumer-focused fund at CNY3bn ($446m). The Shanghai-based company said it would ‘closely collaborate' with other investors, portfolio companies and their management teams in consumption and modern service fields to pursue sustainable growth in investment returns.
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