Xerox Holdings secured $24bn in binding finance commitments from Citibank, Mizuho, and Bank of America for its unsolicited $33.5bn takeover offer for HP. HP initially rejected the $22 per share offer of $17 in cash and 0.137 Xerox shares for each HP share, in November saying it “significantly” undervalued the company. Xerox then took the offer directly to HP’s shareholders and has since engaged in dialogue with many of its largest shareholders.
HP is advised by Goldman Sachs and Wachtell Lipton Rosen & Katz. Xerox is advised by Citigroup, King & Spalding, and Willkie Farr & Gallagher. Debt financing is provided by Bank of America Merrill Lynch, Citigroup, and Mizuho Securities.
Novartis, a Swiss multinational pharmaceutical company based in Basel, completed the acquisition of The Medicines Company, a biopharmaceutical company, for $9.7bn. The price represents a premium of approximately 45% to The Medicines Company’s closing share price of $58.65 on November 18, 2019.
“Our company’s singular, relentless focus and the unwavering commitment of our employees have led to this opportunity to unlock the intrinsic value of inclisiran for patients and to maximize value for our shareholders. We are excited that millions of patients with atherosclerotic cardiovascular disease and familial hypercholesterolemia will potentially benefit from this transformational therapy,” Mark Timney, The Medicines Company Chief Executive Officer.
The Medicines Company was advised by Goldman Sachs, JP Morgan, Debevoise & Plimpton and Paul Weiss Rifkind Wharton & Garrison. Novartis was advised by Bank of America Merrill Lynch and Sullivan & Cromwell.
PayPal completed the acquisition of Honey Science, a rapidly-growing technology platform for shopping and rewards, for $4bn.
“Combining PayPal’s assets and reach with our technology, we can build powerful new online shopping experiences for consumers and merchants. We’ll have the ability to help millions of retailers efficiently reach consumers with offers that deliver more and more value to Honey members,” Ryan Hudson, Honey Co-Founder.
Honey was advised by Qatalyst Partners, Cooley and Latham & Watkins. PayPal was advised by Perella Weinberg Partners, Skadden Arps Slate Meagher & Flom and Sard Verbinnen & Co.
Indorama Ventures, a producer of petrochemicals, completed the acquisition of Chemical Intermediates and Surfactants units from Huntsman, an American multinational manufacturer and marketer of chemical products, for $2.1bn.
"This transaction further transforms Huntsman's balance sheet and future. It accelerates our ability to expand more in areas both downstream and complementary to our portfolio. This is another milestone in our stated strategy to focus more on our downstream and specialty businesses where we will generate more stable margins and consistent, strong free cash flow. We are committed to retaining our strong investment-grade balance sheet, repurchasing our shares, investing in organic research and select capacity expansions and acquiring strategic assets that are accretive to our earnings and create shareholder value," Peter Huntsman, Huntsman Chairman, President and CEO.
Indorama Ventures was advised by Valence Group, Corrs Chambers Westgarth and Lowenstein Sandler. Huntsman was advised by Bank of America Merrill Lynch, Kirkland & Ellis and Weil Gotshal and Manges.
True Wind Capital agreed to acquire Open Lending, a provider of lending enablement and risk analytics solutions to financial institutions, for $1.3bn. Under the terms of the deal, Nebula, a special purpose acquisition company sponsored by True Wind Capital, will acquire Open Lending through a new Delaware holding company.
"We are immensely proud of Open Lending's accomplishments since our founding over 15 years ago, and we are excited to lead the next stage of development alongside the True Wind team. We believe there is significant runway for new growth opportunities within our existing base of credit unions and banks as well as through untapped opportunities such as OEM captive partnerships," John Flynn, Open Lending Co-Founder, President and CEO.
Open Lending is advised by Financial Technology Partners, Goodwin Procter and ICR. True Wind Capital is advised by Deutsche Bank, Goldman Sachs and Greenberg Traurig. Debt financing is provided by UBS.
Aquiline Capital Partners, a private equity firm, completed the acquisition of a majority stake in Ontellus, a provider of medical, billing, employment records, and other claims related data services. Financial terms were not disclosed.
Aquiline invested alongside The CapStreet Group, a current investor in the business, and management. As part of the transaction, Aquiline provided capital for growth purposes and acquired a majority ownership stake in the company.
We're thrilled to join forces with Aquiline and see the many ways that Aquiline's investment and insurance experience will help us grow our company and bring additional services and capabilities to our clients. We look forward to working with them as we enter this next chapter," Darren Klauser, Ontellus CEO.
Ontellus was advised by Harris Williams & Co, Willkie Farr & Gallagher, and 4PR Group. Aquiline was advised by Weil Gotshal and Manges and Brunswick Group.
AE Industrial Partners-backed Gryphon Technologies, an engineering consultant, agreed to acquire OMNITEC Solutions, a provider of enterprise technology, cloud, analytical, strategic advisory and advanced engineering solutions to the defense and federal communities. Financial terms were not disclosed.
"The acquisition of OMNITEC fits perfectly within our Gryphon investment thesis of building a solutions-oriented, diversified, world-class digital engineering and technical services company that supports our nation's most critical national security challenges and programs," Kirk Konert, AE Industrial Partner.
Gryphon Technologies is advised by BDO, Kirkland & Ellis and Blicksilver Public Relations. OMNITEC Solutions is advised by Houlihan Lokey and Greenberg Traurig.
Yum! Brands, an American fast-food corporation, agreed to acquire The Habit Restaurants, an American fast-casual restaurant chain that specializes in charbroiled hamburgers, for $375m.
"On behalf of The Habit Burger Grill Board of Directors, this transaction represents an exciting new chapter to strengthen and significantly grow The Habit Burger Grill by leveraging Yum! Brands’ global scale, resources and franchising capabilities. We’re confident the agreement delivers immediate value to The Habit Burger Grill shareholders and will greatly benefit our beloved brand, team members, franchisees and loyal guests for many years to come," Russell Bendel, The Habit Burger Grill President and CEO.
The Habit Restaurants is advised by Piper Sandler and Ropes & Gray. Yum! Brands is advised by Bank of America Merrill Lynch and Mayer Brown.
AEA Investors, a private equity firm, completed the acquisition of Univar Solutions' Environmental Sciences business, a pest management company, for $195m.
"We are pleased to have completed this transaction as we continue to intensify our strategic focus on our core chemical and ingredient distribution businesses. We're confident that AEA is the right partner to position Environmental Sciences for continued growth and industry leadership in pest management product distribution," David Jukes, Univar Solutions President and CEO.
AEA was advised by Fried Frank Harris Shriver & Jacobson. Univar was advised by Piper Jaffray and Stinson Leonard Street.
Anika Therapeutics, a global, integrated joint preservation and regenerative therapies company, agreed to acquire Parcus Medical and Arthrosurface, two medicine companies, for $170m, including $75m in contingent considerations.
"We are very excited about these acquisitions, which are consistent with Anika’s commitment to expanding our portfolio into replacement and regenerative therapies for joint preservation and restoration," Joseph Darling, Anika Therapeutics President and Chief Executive Officer.
Anika Therapeutics is advised by SVB Leerink, Sullivan & Cromwell and W2O Group.
DuPont, a specialty chemicals producer, completed the acquisition of Memcor, a water filtration business unit of Evoqua Water Technologies, a provider of water treatment equipment and services. Financial terms were not disclosed.
"This transaction is an excellent opportunity for Memcor® and its employees to align with DuPont's strength in membrane development and material science," Ron Keating, Evoqua CEO.
The Stepping Stones Group, a provider of therapeutic, behavioral and autism services to children in educational and community settings, is set to acquire STAR of CA, a California-based provider of home, community, and school-based applied behavioral analysis and mental health services. Financial terms were not disclosed.
"As part of our stated strategy, we are excited to join with STAR of CA to accelerate our efforts to increase our footprint in the autism services marketplace. We are thrilled to have them lead our autism services efforts at the company," Tim Murphy, The Stepping Stones Group CEO.
Colony Capital, a global investment management firm, is set to invest $185m in DataBank, a provider of data center, connectivity, and managed services.
"We are thrilled to be partnering with DataBank, its management team, and investor group, to continue building the premier edge/colocation data center platform in the United States. We look forward to supporting the business with additional capital to fund potential add-on acquisitions and greenfield edge data center developments," Justin Chang, Colony Capital Global Head of Private Equity.
Equinor, Norway's state-backed energy company, is set to acquire a minority stake in KoBold Metals, an investor in battery materials projects. Financial terms were not disclosed.
“Data science and analytics applied to big subsurface data will be increasingly important for low-carbon and low-cost oil and gas discoveries. Partnerships with companies like Kobold Metals will provide us with valuable insights and application of new techniques to the overall exploration process,” Lisa Rebora, Equinor Senior Vice President.
IDC Worldsource Insurance Network, a life insurance firm, completed the acquisition of a minority stake in Aurrea Signature, a Quebec-based managing general agency. Financial terms were not disclosed.
"This transaction is a significant development in IDC WIN’s strategic goal to be the primary MGA in the independent advice channel across Canada. IDC WIN aims to be the industry leader by providing the best services, programs and support, all of which are responsive, taking an agile and innovative approach to advisor needs. We are excited to expand our footprint in Quebec, collaborating with the Aurrea leadership team to deliver service excellence and end-to-end financial solutions in the region," Phil Marsillo, IDC WIN President.
Worthington Industries, an industrial manufacturing company, completed the acquisition of a majority stake in Samuel Steel Pickling Company, a joint venture Worthington has had with Samuel Son & Co since 2010. Samuel Steel Pickling Group is a designer of pickling technology. Financial terms were not disclosed.
"Adding the Heidtman Cleveland facility will enhance the joint venture’s pickling capabilities in this area. Leveraging the strengths and capabilities of these facilities will allow us to better serve our customers in this market," John McConnell, Worthington Industries Chairman & CEO.
Occidental looking to slash $7.8bn debt with pipeline split.
Bloomberg reported that Occidental Petroleum plans to turn the pipeline business it acquired as part of last year’stakeover of Anadarko Petroleum into a stand-alone company, removing about $7.8bn of debt from its balance sheet.
Occidental plans to reduce its holdings in Western Midstream Partners to less than 50% by the end of this year but “expects to maintain a significant economic interest” in the company. The amount of debt taken off the balance sheet amounts to about 15% of Occidental’s total borrowings.
ArcLight-backed Midcoast Energy completes $830m refinancing. (FS)
Midcoast Energy Holdings, a portfolio company of ArcLight Capital Partners, completed an $830m refinancing with a consortium of Korean lenders and institutional investors.
The refinancing involves a Midcoast Energy subsidiary that indirectly holds a 35% interest in the Texas Express Pipeline, a 594-mile, 20-inch natural gas liquids pipeline, which begins in Skellytown, Texas, and ends in Mt. Belvieu, Texas. Midcoast Energy will continue to own and control its 35% interest in Texas Express.
Insight Partners looking to buy Armis. (FS)
Cybersecurity firm Armis, which specializes in protection for the Internet of Things, is in advanced talks to be bought by US-based Insight Partners for around $1bn, Reuters reported.
Insight in April participated in a $65m funding round for Armis that brought the company’s total funding to $112m. That round was led by Sequoia Capital.
First Quantum strengthens takeover defense.
FT reported that Canadian copper miner First Quantum Resources moved to bolster its defences against predatory takeover interest by adopting a shareholder “poison pill.”
Under the rights plan announced on Monday, investors in First Quantum will be allowed to extra additional shares at a “substantial” discount if another party takes a 20% stake without first approaching the board.
Bed Bath & Beyond and Oak Street Capital strike $250m real estate deal. (FS, RE)
Bed Bath & Beyond, an American chain of domestic merchandise retail stores, completed a $250m sale-leaseback deal with an affiliate of Chicago-based Oak Street Real Estate Capital, involving a total of more than 2.1m square feet of office, retail and distribution space.
The properties sold include retail stores, a distribution facility and office space. Bed Bath & Beyond will continue to occupy these properties pursuant to long-term leases.
Harvest in talks to acquire Interurban Capital Group.
Harvest Health & Recreation, a vertically integrated cannabis company, is in advanced talks to acquire Interurban Capital Group, a management services company. Preliminary terms contemplate an acquisition price of approximately $87m in Harvest stock and assumption of debt convertible into 205k multiple voting shares of Harvest stock
Brazilian cosmetics group Natura raised its estimates for annual cost saving stemming from its acquisition of Avon Products, but is still calculating the potential impact on revenue, Reuters reported.
Natura sees cost savings of $200m to $300m per year within the next 36 months, more than the $150m to $250m estimated in May, when it agreed to buy rival Avon through a share swap, creating the world’s fourth-largest beauty company.
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 was advised by Kirkland & Ellis. Debt financing was provided by Banco Bradesco, Citigroup, and Itau Unibanco.
Tremor International, an advertising technology company, is set to acquire Unruly, a provider of auxiliary services for motion picture distribution, from News, a diversified media and information services company. News is receiving 6.91% of Tremor International stock, subject to an 18-month lock-up period, and to certain adjustments.
“Unruly will benefit from Tremor’s wide range of formats, including advanced TV and In-App, as well as an analytics suite and yield optimization tools. We are also grateful for the opportunity for Unruly to continue partnering with News and its businesses around the world, with whom we have worked so closely and productively for years," Norm Johnston, Unruly CEO.
Tremor is advised by Alvarium Investments, finnCap, Vigo Communications, Blast PR, and Propeller Group. News is advised by Needham.
Sun Capital completed the acquisition of a stake in Allied Glass, a manufacturer of premium glass containers, from CBPE. Financial terms were not disclosed.
"Allied has achieved excellent sales growth over the last few years and we look forward to continuing this success with our new partners at Sun Capital. We are all excited about the next phase of Allied’s growth and development," Alan Henderson, Allied CEO.
Sun Capital was advised by Rothschild & Co. CBPE was advised by PwC, Robert W Baird and Addleshaw Goddard.
Sykes Holiday Cottages, an independent holiday home provider, agreed to acquire Pure Cottages Group, a collection of five luxury holiday rental agencies, from private equity firm LDC. Financial terms were not disclosed.
"The Pure Cottages Group is well established in some of the UK’s most popular holiday hotspots, so the deal bolsters our range of premium holiday homes in Cumbria, Cornwall and the Cotswold," Graham Donoghue, Sykes Holiday Cottages CEO.
Sykes is advised by Springboard and Hill Dickinson. LDC is advised by KPMG and DLA Piper.
Private equity firm Nimbus completed the acquisition of the Centrifugal Castings Division, comprising Firth Vickers Centrispinning and Paralloy, of Doncasters Group, which manufactures and markets precision components and assemblies. Financial terms were not disclosed.
"I’m delighted that our differentiated UK proposition is attracting large corporates to choose Nimbus when considering complex carve-outs of their non-core divisions. When we opened in the UK last year our strategy was to support talented management teams unlock the potential in traditional economy businesses. We have been able to stand by our commitment and believe 2020 will represent an even stronger year for investment in traditional UK sectors such as manufacturing & engineering," Chris Clegg, Nimbus UK Chairman.
Carrefour Group, a food retailer, is set to acquire Dejbox, a French lunch delivery service for business employees located in suburban and outlying areas. Financial terms were not disclosed.
“We made the strategic decision to join with Carrefour because we firmly believe it’s the best possible partner for helping us achieve our ambitious growth plans for Dejbox and for offering as many people as possible an online, affordable, sustainable and tasty alternative to a sandwich or a home-cooked meal,” Adrien Verhack and Vincent Dupied, Dejbox Co-Founders.
INTL FCStone, a provider of financial-services execution, risk management, market intelligence, and post-trade services, completed the acquisition of IFCM Commodities, which specializes in providing commodity price risk management solutions for base metals serving clients across Germany and continental Europe. Financial terms were not disclosed.
"It's exciting to officially formalize our strategic partnership with INTL FCStone combining our teams and complementary capabilities under one roof. We will use our local expertise along with the resources and credibility of INTL FCStone in order to establish a strong foothold to continue providing our clients in the region with excellent service," Ramon Martul-Franco, IFCM Commodities CEO.
INTL FCStone was advised by M Group Strategic Communications.
Three Hills Capital Partners completed its investment in Borealis Hotel Group, an Amsterdam-based hotel development and management company. Financial terms were not disclosed.
"THCP are highly experienced investors, with significant expertise operating in both the Dutch and European markets. We are excited to be working alongside the team as we work to bring our unique hospitality experiences to even more customers across the European continent," Bart van de Kamp, Borealis Hotel Group CEO.
China National Chemical, a state-owned chemical company is set to merge its agricultural business with Sinochem, a Chinese conglomerate primarily engaged in the production and trading of chemicals and fertilizers, into a new holding company to be called Syngenta Group.
ChemChina intends to inject 100% shares of Syngenta and 74.02% shares of ADAMA held by ChemChina into Syngenta Group. Meanwhile, Syngenta Group intends to acquire major agricultural assets from Sinochem Group. This move aims to further deepen the reform of state-owned enterprises and optimize resource allocation. This is also an important measure for Sinochem Group and ChemChina to further strengthen cooperation.
HIRSCH Servo Group and BEWiSynbra Group, two producers of expandable polystyrene, completed the acquisition of the French expanded polystyrene unit of Saint-Gobain. Financial terms were not disclosed.
This transaction is part of Saint-Gobain’s portfolio optimization strategy within the framework of its new organization. Divestments completed or signed by the group to date in order to enhance its growth and profitability profile represent sales of over €3.2bn ($3.6bn).
Former Cerberus, BNP Paribas executives set up private equity firm. (FS)
A former executive from buyout group Cerberus and the former deputy chair of BNP Paribas’s Ukrainian arm teamed up to launch a new private equity business.
Matthew Hansen and Miroslav Boublik set up Financial Services Capital Partners, which will make private equity investments in financial services companies in Europe.
South Korean restaurant owners expressed concerns over food delivery giant Delivery Hero's proposed $4bn acquisition of its local rival Woowa Brothers, saying the move could undermine competition and lead to higher fees.
Restaurant owners, already struggling with the slowing economy, raised concerns that the dominant player would raise commissions that it charges restaurant owners for taking orders via their apps.
Woowa is advised by Goldman Sachs, JP Morgan, Kim & Chang, Sullivan & Cromwell, and Yulchon. Delivery Hero is advised by Morgan Stanley, Bae Kim & Lee, Kim & Chang, Sullivan & Cromwell, WongPartnership, and Kekst CNC.
Swiber Group, a Singapore-headquartered offshore and marine company, and New York-listed shipping firm Seaspan terminated their $200m investment deal. Swiber informed the Singapore Exchange that certain conditions precedent for the completion of the planned investment were not fulfilled before the 31 December 2019 deadline.
"No agreement was made between the parties for an extension of the long-stop date… the company and Seaspan have agreed that the investment agreement has been terminated in accordance with its terms," Swiber.
itelligence, a global SAP Partner, completed the acquisition of ISS Consulting, an SAP service provider in Thailand. Financial terms were not disclosed.
"The new alliance is of high strategic importance to us. We are entering Thailand to take advantage of a fast-growing and strong SAP market. Our investment in ISS Consulting further demonstrates our commitment to becoming the leading SAP service provider in the Asian Pacific region. ISS Consulting's significant industry know-how in the manufacturing, automotive supplier and food sectors makes the company a perfect fit for the itelligence group." Norbert Rotter, itelligence CEO.
True North acquires a 3% stake in Biocon Biologics for $100m. (FS)
True North, a private equity firm, is set to acquire a 3% stake in Biocon Biologics India, a Biotechnology company, for $100m.
The investment is a part of BBIL’s more massive funding round of $200m -300m, which is expected to close before mid-2020. Temasek, CPPIB, and UK government’s investment arm CDC are also eyeing a minority stake in BBIL, DealStreatAsia reported.
The National Stock Exchange of India approached the Securities and Exchange Board of India for an IPO.
The National Stock Exchange of India formally approached the Securities and Exchange Board of India for an initial public offering of its shares.
“We have asked the Securities and Exchange Board of India for approval and only once this comes, will we start the IPO process. We have not spoken to merchant bankers so far, as we are awaiting regulatory clarity,” NSE spokesperson.
VIG Partners closed its fourth fund at $810m. (FS)
Korean private equity firm VIG Partners hit the final close of its fourth Korea-focused fund at $810m, slightly exceeding its initial target of $800m. VIG Partners Fund IV secured commitments from international LPs such as pension funds, sovereign wealth funds, global insurance companies, fund of funds, and family offices from the US, Canada, Europe, the Middle East, and Asia.
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