AMERICAS
WESCO International, a provider of electrical, industrial, and communication MRO and OEM products, submitted a revised proposal to acquire Anixter for $4.45bn in cash and stock.
"WESCO is uniquely positioned to deliver immediate value to Anixter stockholders and provide the ability to participate in the significant upside potential of a combined organization. Together, we would create a premier electrical and data communications distribution company, with an enhanced strategic profile and competitiveness, generating significant expected synergies and earnings accretion," John J. Engel, WESCO Chairman, President, and CEO.
Anixter is advised by Centerview Partners, Wells Fargo Securities, and Sidley Austin. WESCO is advised by Barclays and Wachtell Lipton Rosen & Katz. Clayton, Dubilier & Rice is advised by Bank of America Merrill Lynch, Credit Suisse, Deutsche Bank, JP Morgan, and Debevoise & Plimpton. Debt financing to Clayton, Dubilier & Rice is provided by Bank of America Merrill Lynch, Credit Suisse, Deutsche, and JP Morgan. Debt financing to WESCO is provided by Barclays.
Level One Bancorp, a bank holding company, completed the merger with Ann Arbor Bancorp, a banking service provider in Michigan. Under the terms of the agreement, AAB shareholders received $38.50 per share in an all-cash transaction. The aggregate deal value is approximately $68m.
"We look forward to welcoming Ann Arbor State Bank clients and team members to Level One. Once we complete our planned system conversion on March 23, clients will have access to a larger network of banking centers, a wider range of products and services, and the same commitment to personal service and community values they are accustomed to from Ann Arbor State Bank," Patrick J. Fehring, Level One Bank President and CEO.
Level One was advised by Performance Trust Capital Partners and Barack Ferrazzano Kirschbaum & Nagelberg. Ann Arbor was advised by Sandler O'Neill + Partners and Varnum.
First Financial Bankshares, a financial holdings company, completed the acquisition of TB&T Bancshares and its wholly-owned subsidiary, The Bank & Trust of Bryan/College Station, two commercial banks, for $190m.
"We are excited to welcome the TB&T team into the First Financial family. This well-managed, high performing bank in the high growth Bryan/College Station market will be an excellent addition to our company. We are most impressed with the employees, officers, management, and board of this quality bank, who share our same values, philosophies, and commitment to outstanding customer service," F. Scott Dueser, First Financial Chairman, President, and CEO.
TB&T was advised by Stephens and Fenimore Kay Harrison & Ford. First Financial was advised by JP Morgan and Norton Rose Fulbright.
Universal, a company which sources, processes, and supplies agri-products, completed the acquisition of FruitSmart, a food ingredient processer and supplier. Financial terms were not disclosed.
The acquisition provides Universal with a new growth opportunity in adjacent industry and represents a foundational step in building a broader agri-products services platform.
FruitSmart was advised by Cascadia Capital and Davis Wright Tremaine. Universal was advised by JP Morgan and Troutman Sanders.
Hudson's Bay Company, a Canadian retail business group, agreed with a group of shareholders led by Chairman Richard Baker to be taken private in a deal, under which the company would buy stocks held by certain minority shareholders at a $1.5bn valuation.
Catalyst Capital Group, Hudson’s Bay’s largest minority shareholder, agreed to vote in favor of the deal. A special meeting of shareholders to approve the transaction will be held next month.
Hudson's Bay is advised by Centerview Partners, JP Morgan, and Blake Cassels & Graydon. Rhone Capital is advised by Gibson Dunn & Crutcher.
Illumina, which develops, manufactures, and markets integrated systems for the analysis of genetic variation and biological function, terminated the $1.2bn acquisition of Pacific Biosciences, an American biotechnology company. In accordance with the merger agreement, Illumina will pay Pacific Biosciences a termination fee of $98m.
“We are disappointed that our customers and other stakeholders will not realize the powerful advantages of integrating the sequencing capabilities of our two companies. With that said, we are confident in the future of Pacific Biosciences as we continue to pursue improved sequencing accuracy and throughput that can be utilized in an ever-expanding number of applications,” Michael Hunkapiller, Pacific Biosciences CEO.
Tenaris, a manufacturer and supplier of steel pipes and related services, completed the acquisition of IPSCO Tubulars, a producer and supplier of seamless and welded oil country tubular goods, from TMK, a global manufacturer and supplier of steel pipes for the oil and gas industry, for $1.2bn.
In connection with the closing of the transaction, the parties entered into a 6-year master distribution agreement whereby, beginning on January 2, 2020, Tenaris will be the exclusive distributor of TMK's OCTG and line pipe products in the United States and Canada.
"With IPSCO, we will be able to strengthen our Rig Direct® offering with shorter lead times and more responsive service capabilities. We look forward to integrating IPSCO's team and serving our customers more efficiently," Paolo Rocca, Tenaris Chairman, and CEO.
Tenaris was advised by Sullivan & Cromwell. TMK was advised by BTIG and Latham & Watkins.
Private equity firm RVE Partners-backed WHI Global, a manufacturer of metal components and assemblies for the aerospace, defense, and industrial markets, completed the acquisition of Aerobond Composites, a manufacturer of composite structures and assemblies for aerospace and defense applications. Financial terms were not disclosed.
"We are impressed with Aerobond's composite fabrication capabilities. Together with our recent equipment purchases, WHI now offers a comprehensive suite of aerospace manufacturing capabilities for our customers. We are excited about the potential from these investments," Al Altieri, WHI CEO.
WHI Global was advised by Morrison Cohen. Debt financing was provided by JP Morgan and Morgan Stanley.
HBM Holdings, a provider of investment and management services, completed the acquisition of HarperLove Holdings, a provider of specialty chemicals, from private equity firm Graycliff Partners. Financial terms were not disclosed.
“HarperLove’s wealth of experience in the corrugating manufacturing process, clear commitment to their customers’ performance, and proven growth strategy make them an excellent fit for the HBM portfolio. We see a terrific opportunity to support their skilled management team in building additional value for the company and its customers as we build in this market and expand further into the packaging space,” Anderson Fincher, HBM CEO.
Graycliff was advised by Piper Jaffray and BackBay Communications.
OpSec Security, an Investcorp portfolio company and a provider of anti-counterfeiting and brand protection solutions, completed the acquisition of MarkMonitor Brand Protection, an anti-piracy and antifraud business, from Clarivate, a provider of insights and analytics. Financial terms were not disclosed.
"With the acquisition now closed, we can continue the process of creating the world's top brand protection provider," Richard Cremona, OpSec Security CEO.
Clarivate was advised by Guggenheim Partners and Holland & Knight.
Graco, a provider of a full range of well remediation services, agreed to acquire the Fishing & Rental division of Gravity Oilfield Services, a provider of energy infrastructure services. Financial terms were not disclosed.
The acquisition will substantially increase Graco's offering in the Permian Basin as well as add a new presence to the Southeastern US via the Tuscaloosa Basin of Mississippi.
"I'm excited to acquire such a formidable competitor and look forward to building upon the legacies of our two companies. The joining of these two companies will not only bring the skill and extensive fishing and rental knowledge to the forefront for all of our customers but will also provide additional market access to one of the most prolific oil and gas basins in the US," Jon Rambo, Graco President.
Gravity is advised by PPHB Energy Investment Banking.
Private equity firm White Wolf Capital-backed NSC Technologies, a provider of innovative staffing solutions, is set to acquire Staff Matters, a full-service recruiting and staffing firm. Financial terms were not disclosed.
“We are thrilled to have found a company whose culture and leadership is so inspiring as NSC! This partnership opens up new opportunities for our team, and, therefore, expands Staff Matters’ growth potential," Garrett Kowalewski, Staff Matters President.
Staff Matters is advised by Golden One Ventures.
Veolia Environnement, a provider of waste management services, is set to acquire Alcoa's hazardous waste treatment site in Gum Springs, Arkansas, for $250m.
"This planned transaction shows our commitment to executing on our strategy and the sale of non-core assets, which we announced in the third quarter of 2019. We also congratulate our employees for the work they have done to improve this business and the scope of its services," Roy Harvey, Alcoa President and Chief Executive Officer.
NOVO Health Services, a provider of healthcare linen services and reusable surgical solutions, agreed to merge with Paris Healthcare Linen Services, an independent healthcare and industrial laundering and uniform rental services company. Financial terms were not disclosed.
Combined, the new NOVO Health Services will operate seven HLAC or TRSA hygienically clean processing facilities in the Eastern US. Additionally, through its SRI Surgical business unit, NOVO will work three sterile processing facilities providing reusable surgical gowns, sheets, and other textile products and stainless basins to the industry.
"This merger brings together the best of two regional leaders in the market to form a strong and sustainable company that can continue to grow. We are pleased with the agreement and look forward to leading this industry for years to come," Peter Farrell, Tuckahoe Managing Partner.
GMLV, an integrated marketing communications agency, agreed to merge with The Byne Group, a strategic branding and integrated marketing agency. Financial terms were not disclosed.
"Our clients rely on us to bring the best and most creative ideas to the table. This acquisition by GMLV gives us the resources and capacity to take our clients to new heights. By working together, we will have the ability to tap into the new areas while providing award-winning campaigns to our existing client base," Ann Byne, The Byne Group Founder and Principal.
Bunge divests stake in US ethanol plant.
Bunge ended its 13-year ownership interest in an Iowa ethanol plant, following industry struggles with thin margins and overproduction. Southwest Iowa Renewable Energy, or SIRE, repurchased Bunge's stake in the facility on December 31, Reuters reported.
US ethanol producers say the industry suffered from the Trump administration's expanded use of waivers to exempt oil refineries from blending ethanol into gasoline.
"As Bunge focuses our resources on our core businesses, selling our shares in SIRE while maintaining a relationship, is an attractive opportunity," Andrés Martín, Bunge North America Country Manager.
Flywheel Studios considers divestment to New York Sports Clubs owner.
Flywheel Sports, the operator of spin boutiques, considers selling its studios to the owner of New York Sports Clubs, part of a chain with 630k members, Bloomberg reported.
Town Sports International may announce a purchase as soon as next week. Negotiations to potentially sell Flywheel’s at-home bike business to other bidders are continuing.
Curaleaf completed the acquisition of Acres assets. (RE)
Curaleaf, a vertically integrated cannabis operator in the United States, completed the acquisition of the retail assets of Acres Cannabis, a recreational marijuana dispensary. Financial terms were not disclosed.
The acquisition consists of Acres' flagship dispensary in the heart of Las Vegas, adjacent to the Strip, and another dispensary in Ely, Nevada.
Michael Whitman leaves Blackstone’s credit unit GSO. (FS, People)
GSO Capital Partners, the credit arm of Blackstone Group, parted ways with Michael Whitman, the London-based former co-head of GSO Capital’s European team. Co-head of Europe, Paulo Eapen, is now the sole head.
EMEA
In its takeover battle for Just Eat, Takeaway.com is reportedly coming close to victory. Investors who have over half of the UK food delivery company’s shares indicated they would agree to the all-stock offer from Takeaway, which values the firm at roughly $7.8bn.
Takeaway's proposal requires a majority of shareholders to accept in order to be successful. Crossing the 50% threshold would mean the bid, which has been recommended by the Just Eat board, prevailed over a rival cash offer from Prosus.
Just Eat is advised by Goldman Sachs, UBS, Oakley Advisory, Linklaters, and Brunswick Group. Prosus is advised by JP Morgan, Morgan Stanley, Allen & Overy, and Finsbury. Takeaway is advised by Bank of America Merrill Lynch, Gleacher Shacklock, Lazard, Cravath Swaine & Moore, De Brauw Blackstone Westbroek, NautaDutilh, and Slaughter & May. Debt financing is provided by BNP Paribas, Citigroup, Deutsche Bank, Investec, JP Morgan, and Morgan Stanley.
Natura, a personal care cosmetics group, completed the acquisition of Avon Products, a multi-level marketing company, for $3.8bn.
The transaction creates the world's fourth-largest pure-play beauty company. This marks a significant new step in building a purpose-driven group committed to a different way of doing business. Natura, which trades on the B3 stock exchange in Sao Paulo, also expects to begin trading through ADRs on the NYSE on January 6.
Avon was advised by Bank of America Merrill Lynch, Goldman Sachs, PJT Partners, Cravath Swaine & Moore, Mattos Filho, Paul Weiss Rifkind Wharton & Garrison, Gibson Dunn & Crutcher, Sullivan & Cromwell, and Joele Frank. Natura was advised by Lazard, Morgan Stanley, UBS, Davis Polk & Wardwell, Pinheiro Neto, and Brunswick Group. Cerberus is advised by Kirkland & Ellis. Debt Financing was provided by Banco Bradesco, Citigroup, and Itau Unibanco.
Getinge, a medical technology company, completed the acquisition of Applikon Biotechnology, a manufacturer and supplier of bioreactor systems, for $89m.
Applikon Biotechnology is expected to bring a material contribution to Getinge’s Life Science business area in terms of net sales and EBITA. The acquisition broadens Getinge’s position further within solutions for efficient, safe and contamination-free research and production processes in the biopharma segment.
"Through Applikon Biotechnology, Getinge will be able to offer customers better solutions and knowledge covering the entire process from initial screening to full-scale production, using a fully scalable platform," Arthur Oudshoorn, Applikon Biotechnology CEO.
Getinge was advised by Deutsche Bank and NautaDutilh. Debt financing was provided by SEB Corporate Finance.
German lender Commerzbank acquired the 7.5% stake in Comdirect from institutional investor Petrus Advisers as part of its ongoing $337m tender offer. Commerzbank, which previously owned more than 82% of Comdirect, has been in the process of taking over the entire online bank as part of a broader restructuring.
“With the increase of our Comdirect stake, we have laid the basis for a swift merger of Comdirect into Commerzbank. This is an important step to quickly and efficiently execute the integration of our successful direct banking subsidiary and realize significant synergies. With our strong multi-channel bank we will offer Comdirect's excellent brokerage services to all Commerzbank customers,” Martin Zielke, Commerzbank Chairman of the Board of Managing Directors.
Commerzbank is advised by FTI Consulting.
Cott, a provider of home and office bottled water delivery services in North America and Europe, completed the acquisition of Watercooler Gigant, an e-commerce platform in the Netherlands and a supplier of bottled water coolers and filtration solutions, from Leylines, an independent agency for interactive strategy & campaign optimization. Financial terms were not disclosed.
"Watercooler Gigant has a strong reputation for quality service across its e-commerce platforms and shares our commitment to organic growth. We are excited to welcome the Watercooler Gigant customers to the Eden Springs family, and look forward to providing them with even more products and services," Antonio Alarcon, Eden Springs Continental Europe President.
China emerges as the fifth biggest Euroclear shareholder.
China's sovereign wealth fund for investing its foreign reserves emerged as the fifth-biggest shareholder in Euroclear, a Belgium-based financial services company that specializes in settlement of securities transactions, FT reported. The State Administration of Foreign Exchange, a unit of China's central bank, owns a 4.26% stake in the Belgian company.
It has held the stake for at least four years but has only come to light in recent weeks because Euroclear is making more information publicly available as a prelude to changing its shareholding structure.
Banco BPM CEO denies rumors about a possible tie-up with UBI.
Rumors about a possible tie-up between Italy's Banco BPM and UBI Banca are groundless, according to Banco BPM's CEO.
"The rumors were an abstract idea, an exercise by some investment banks. The consolidation of the Italian banking system is a path that sooner or later will have to be undertaken," Giuseppe Castagna, Banco BPM CEO.
Xavier Rolet takes a board role at the Saudi stock exchange. (People)
Xavier Rolet, the former chief executive of the London Stock Exchange, joined the board of Tadawul, Saudi Arabia’s national equities market, along with his former LSE colleague Mark Makepeace.
The appointments are significant for Tadawul, which is fresh from hosting the IPO of state oil giant Saudi Aramco - the biggest stock market debut of all time.
APAC
Adani Ports and Special Economic Zone, a privately owned multi-port operator is set to acquire a 75% stake in Krishnapatnam Port, a deepwater port on the east coast of India, for $1.9bn. The acquisition is subject to regulatory approvals and is expected to be completed in 120 days.
"KPCL is a crown jewel to join APSEZ's string of pearls, our network of 10 economic gateways to India and this acquisition would accelerate our stride towards FY2025 vision of handling 400 MMT of cargo. We are confident of harnessing the potential of KPCL and improve returns to stakeholders," Karan Adani, Adani Ports CEO.
Shanghai-based biopharmaceutical company Elpiscience Biopharmaceutical raised $100m in a Series B round to advance its immunotherapy drug candidates through pre-clinical and clinical stages. The funding round was led by Hyfinity Investments, an asset management firm. The other investors include Tencent Holdings, GTJA Investment Group, Dyee Capital, Oriza Holdings, Ming Bioventures, WisdoMont Asset Management and Parkway Global. Return backers included Lilly Asia Ventures, Hillhouse Capital and CDH Investments.
"The participation of these top-notch investors greatly empowers us to continuously pursue the exciting journey of developing innovative drugs. We will stay committed to carefully exploring new scientific discovery towards finding effective therapies for cancer patients,” Darren Ji, Elpiscience Co-Founder, and CEO.
Macquarie nears a $2bn deal for Goldman-backed AirTrunk. (FS)
An affiliate of Macquarie Group is in advanced discussions to acquire AirTrunk, an operator of data centers. The deal could value the company at more than $2.1bn. The Australian bank's infrastructure-investing arm, Macquarie Infrastructure, and Real Assets, or MIRA, is the preferred bidder for the company.
AirTrunk is owned by investors, including CEO Robin Khuda, the individual situations arm of Goldman Sachs Group and TPG Sixth Street Partners.
Hong Kong Exchanges & Clearing to consider new listings with Ctrip and Netease.
Hong Kong Exchanges & Clearing is discussing secondary listings with Chinese technology companies, including Trip.com Group and Netease, after Alibaba raised $13bn in its 2019 share offering in the city, DealStreetAsia reported.
Exchanges & Clearing officials held follow-up talks with the two US-listed firms about the possibility of a secondary share sale.
Lixiang files for US IPO of at least $500m.
Lixiang Automotive, a Chinese electric vehicle maker, filed for a US IPO, aiming to raise at least $500m. Lixiang, also known as CHJ Automotive, founded by entrepreneur Li Xiang, confidentially filed in December for the IPO, which will take place as early as the first half of 2020.
NIO Capital raises over $200m for new fund. (FS)
NIO Capital, an investment arm of Chinese electric vehicle startup Nio, closed its debut $-denominated fund at over $200m to support early and middle-stage companies in the automobile, energy, and logistics fields, DealStreetAsia reported.
The new fund attracted capital injections from sovereign wealth funds, funds of funds, multinational groups, family offices, overseas pension funds, and insurance institutions, according to a recent company statement.
"The fund shows that investors "remain bullish" about China's long-term development, economic growth, and its potential of structural transformation in a global capital market filled with uncertainties," Ian Zhu Yan, NIO Capital Managing Partner.
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