AMERICAS
Bristol-Myers Squibb Company completed the acquisition of Celgene Corporation, a biotechnology company, for an equity value of approximately $74bn.
Under the terms of the agreement, Celgene shareholders received 1.0 Bristol-Myers Squibb share and $50 in cash for each share of Celgene. Celgene shareholders also received one tradeable Contingent Value Right for each share of Celgene, which entitles the holder to receive a payment for the achievement of future regulatory milestones.
Celgene was advised by Morrow Sodali Global, Citigroup, JP Morgan, Davies Ward Phillips & Vineberg, Jones Day, Slaughter & May, Wachtell Lipton Rosen & Katz, Simpson Thacher & Bartlett, and Kekst CNC. BMS was advised by Dyal Co, Evercore, Morgan Stanley, Kirkland & Ellis, Mayer Brown, Davis Polk & Wardwell, Brunswick Group, Joele Frank, and Sard Verbinnen & Co. Debt Financing was provided by Mitsubishi UFJ Financial Group and Morgan Stanley.
Britain’s competition watchdog said it would assess US toymaker Hasbro's proposed $4bn deal to buy Peppa Pig owner Entertainment One, and was inviting comments on the acquisition until December 5.
The Competition and Markets Authority will be considering whether the deal would hurt competition. Hasbro made the cash offer for Entertainment One in August.
JP Morgan, Mayer Brown, and Osler Hoskin & Harcourt are advising Entertainment One. Centerview Partners, Cravath Swaine & Moore, Freshfields Bruckhaus Deringer, and Stikeman Elliott are advising Hasbro.
Amgen, an American multinational biopharmaceutical company headquartered in Thousand Oaks, California, completed the acquisition of Otezla, a medication for the treatment of certain types of psoriasis and psoriatic arthritis, from Celgene Corporation, an American biotechnology company, for $13.4bn. Celgene divested the asset in connection with its merger agreement with Bristol-Myers Squibb.
"We look forward to working with the dedicated professionals joining us from Celgene to help realize the global potential of Otezla as an important option for patients," Robert A. Bradway, Amgen Chairman, and CEO.
Amgen was advised by Dyal Co, Goldman Sachs, and Sullivan & Cromwell. BMS and Celgene were advised by Morgan Stanley, Arnold & Porter Kaye Scholer, Freshfields Bruckhaus Deringer, Wachtell Lipton Rosen & Katz, and Joele Frank.
French luxury group LVMH convinced US jewelry chain Tiffany to provide its confidential due diligence after it raised its bid to close to $16bn, Reuters reported.
Tiffany agreed to provide LVMH with access to its books after the latter sweetened its bid to close to $130 per share. Tiffany plans to continue to negotiate for a better offer.
Tiffany is advised by Centerview Partners, Goldman Sachs, and Sullivan & Cromwell. LVMH is advised by Citigroup, DGM Conseil, Deluxewords, Kekst CNC, Montfort Communications, Publicis Consultants, and SEC and Partners.
PayPal agreed to acquire Honey Science, a rapidly-growing technology platform for shopping and rewards, for c.$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 Science is advised by Qatalyst Partners and Latham & Watkins. PayPal is advised by Perella Weinberg Partners and Skadden Arps Slate Meagher & Flom.
Xerox threatened to take its $33.5bn buyout bid for HP hostile, if the personal computer maker did not agree to a “friendly” discussion before November 25. HP on Sunday rejected Xerox’s offer of $22 per share, saying it undervalued the company, and that it was open to exploring a counter bid for the US printer maker.
“We are confused by this reasoning in that your own financial adviser, Goldman Sachs & Co, set a $14 price target with a ‘sell’ rating for HP’s stock after you announced your restructuring plan,” Xerox, in its letter to HP.
HP is advised by Goldman Sachs and Wachtell Lipton Rosen & Katz.
Joe Topper, CrossAmerica Partners founder, completed the acquisition of Couche-Tard's stake in CrossAmerica Partners, a distributor of branded and unbranded petroleum for motor vehicles in the United States. Financial terms were not disclosed.
“At this time, we anticipate maintaining our current distribution policy, distribution coverage and leverage ratio targets that have been outlined over the past few quarters. I am excited for the future of the Partnership. In the coming weeks and months, I and the management team look forward to sharing in more detail with our unitholders our strategy and goals for CrossAmerica,” Joe Topper, CrossAmerica newly appointed Chairman of the Board of Directors and General Partner.
Joe Topper was advised by Matrix Capital Markets Group and Skadden Arps Slate Meagher & Flom. Couche-Tard was advised by Greenhill & Co and Faegre Baker Daniels.
Private equity firm Catalyst Capital Group is looking for financing for a bid for Saks Fifth Avenue owner Hudson's Bay that would top a C$1.7bn ($1.4bn) deal the retailer reached last month to sell itself to a consortium led by the department store operator's executive chairman, Richard Baker, Reuters reported.
Catalyst is hoping to pressure Hudson's Bay to seek a better deal with its attempt to put together its bid. Catalyst, which owns roughly 17.5% of the retailer, said last month that 28.2% of Hudson's Bay's shareholder base opposes the deal with Baker because they deem the price too low.
Hudson's Bay is advised by Centerview Partners, JP Morgan, and Blake Cassels & Graydon.
Bregal Sagemount, a growth-focused private capital firm, is set to invest in SurePrep, the provider of tax automation software and software-powered services to the professional tax return preparation market. Financial terms were not disclosed.
“SurePrep has a large white space opportunity ahead of it. Its unique solutions drive meaningful value for accounting and wealth management firms, and we look forward to working with the SurePrep team on product and market growth initiatives,” Pavan Tripathi, Bregal Sagemount Principal.
SurePrep is advised by Vista Point Advisors, Inflection Point Law and BackBay Communications. Bregal Sagemount is advised by Goodwin Procter.
Weatherford Capital, a family-owned private investment firm, completed an investment in CloudFactory, a managed workforce solutions company. Financial terms were not disclosed.
"As a purpose-driven company, it is ideal to find growth investors who care deeply about people and who pursue meaningful relationships. Weatherford Capital is a strong partner who understands the strategic nature of our business, from the technology to the development of leaders to the global nature of CloudFactory. We are grateful for their support of our mission and look forward to working with them to help shape our future growth," Mark Sears, CloudFactory Founder, and CEO.
Weatherford was advised byBackBay Communications. CloudFactory was advised by Largemouth Communications.
Atria Wealth Solutions, a multi-channel wealth management solutions holding company, is set to acquire Western International Securities, a brokerage and investment solutions provider. Financial terms were not disclosed.
"We are very excited to announce our agreement to acquire WIS. This is an incredibly strategic acquisition for our firm. Our new partnership with WIS will allow us to meet this growing demand," Doug Ketterer, Atria, Founding Partner and CEO.
WIS is advised by Broadhaven Capital Partners. Atria is advised by SunTrust Robinson Humphrey.
NBC Sports Group, an American programming division of the broadcast network NBC, completed its acquisition of EZLinks Golf, which offers software and service suite for golf, from PGA TOUR, the organizer of the main professional golf tours. Financial terms were not disclosed.
“As an innovative leader that is at the intersection of golf and technology, NBC Sports continues to invest in our portfolio of golf lifestyle businesses to better serve golfers and golf courses. Incorporating the technology and services of EZLinks into the comprehensive digital solutions we already offer will enhance our ability to help golf courses operate more efficiently and make the game more accessible for golfers,” Will McIntosh, NBC Sports Digital and Consumer Business Executive Vice President.
PGA TOUR was advised by Skadden Arps Slate Meagher & Flom. NBC Sports Group was advised by Davis Polk & Wardwell.
MetLife, a financial services company, providing insurance, annuities, employee benefits and asset management, agreed to acquire Bequest, doing business as Willing, a digital estate planning service. Financial terms were not disclosed.
“Whether you’re on Willing after having a baby, buying a home, or are just planning for the unexpected, our mission has always been about protecting the people you love. MetLife is a global leader in protection solutions, and together, we can quickly scale Willing’s technology to make quality estate planning easy and affordable to millions of families,” Eliam Medina, Bequest CEO and founder.
Seaspan, a diversified holdings company, is set to acquire APR Energy, a provider of mobile power solutions, for $750m, including debt. The acquisition terms are based on an expected equity value at closing of approximately $425m. Atlas shares will be issued to the sellers in the proposed acquisition at $11.10 per share.
“APR is excited to be joining the Atlas team. We know this will provide a significant opportunity to remain the best-in-class for delivering fast power while expanding our efforts into renewable, alternative fuels, and other longer-term power projects,” Chuck Ferry, APR CEO.
Enconnex, which designs and manufactures solutions for data center infrastructure, agreed to acquire Active Energy Solutions Division of Methode Electronics, which manufactures component devices worldwide. Financial terms were not disclosed.
“This acquisition is the logical extension of our strategic partnership with AES. The AC6000 is a robust yet eco-friendly UPS that offers the advanced features needed to support today’s IT and Data Center demands. We are also providing a firmware upgrade release to all existing customers of the AC6000 allowing them to benefit with the latest advancements,” Thane Moore, Enconnex Product Line Management Director.
BrightView Holdings, a commercial landscaping services company, is set to acquire Heaviland Enterprises, a commercial landscaping company, and Clean Cut Lawns, a landscaping firm in Mesa. Financial terms were not disclosed.
"We are excited to welcome these two great companies, their team members, and customers to BrightView. In addition to bringing over 250 talented landscaping professionals to our team, Heaviland and Clean Cut allow us to continue to expand our maintenance services presence," Andrew Masterman, BrightView President and Chief Executive Officer.
Americold Realty Trust, a REIT focused on the ownership, operation and development of temperature-controlled warehouses, is set to acquire Nova Cold Logistics, an owner and operator of cold storage facilities, from private equity firm Brookfield for $253m.
“These accretive acquisitions enhance the Company’s position as a leading global owner and operator of temperature-controlled infrastructure while expanding relationships with existing high-quality customers and providing access to new regional and local customers. We look forward to welcoming all the new Associates to our team,” Fred Boehler, Americold President, and CEO.
Charles Schwab in $26bn talks to buy TD Ameritrade.
Charles Schwab, the largest discount broker in the US financial world, is in talks to buy rival TD Ameritrade, CNBC reported, as profits in the industry come under pressure from a shift to zero commission.
Earning less cash from trading has placed increased focus on other areas such firms can make money, in particular managing the pool of customer assets which these firms control. The combined company would have assets of around $5tn.
Novacap to close C$940m Industries Fund. (FS)
Novacap announced the final closing of Novacap Industries V on C$940m ($707m) of total third-party capital commitments, exceeding its original target and hard cap due to oversubscribed demand and strong support from its investors.
The fund invests in companies with strong growth potential in the industrial and manufacturing sectors as well as in-service and distribution in the North American middle market. Novacap Industries V will be led by its partners, Jacques Foisy, Michel Côté, Domenic Mancini, Frédérick Perrault, Marc Paiement, Michel Toutant, and Jean-Francois Routhier.
Credit Suisse and Davies Ward Phillips & Vineberg advised Novacap.
Exxon aims to sell $25bn worth of assets.
Exxon Mobil is looking to sell up to $25bn worth of oil and gas fields in EMEA and Asia, seeking to focus on a handful of mega-projects. The disposals would help the company increase spending on new developments and appease investors unhappy with weak cash generation and oil output.
Following the divestment plans from Norway and US, Exxon is planning to exit form as much as 11 countries, including Australia, Nigeria, Malaysia, UK, Germany, Romania, Chad as well as Equatorial Guinea.
EMEA
Fiat Chrysler’s planned $50bn merger with Peugeot owner PSA Group will not be blown off course by a shock lawsuit against FCA from General Motors, Reuters reported. The lawsuit seeking “substantial damages” would not lead FCA and PSA to review the two companies’ valuations in their proposed deal to create the world’s fourth-biggest automaker.
“We are astonished by this filing, both its content and its timing. We can only assume it was intended to disrupt our proposed merger with PSA,” Mike Manley, FCA Chief Executive.
Fiat Chrysler Automobiles is advised by Goldman Sachs, d'Angelin & Co, Community Group, Image Sept, and Sard Verbinnen & Co. Bpifrance is advised by Willkie Farr & Gallagher. Peugeot family is advised by Zaoui & Co. PSA Group is advised by Messier Maris & Associes, Morgan Stanley and Perella Weinberg Partners. EXOR is advised by Lazard.
Euronext, a European stock exchange, confirmed it is still in talks on a possible offer for its Spanish peer BME. Euronext is battling against SIX Group, which has offered $3.2bn for BME.
“We have discussions underway with the board of directors of BME over possibly producing an offer,” Stephane Boujnah, Euronext CEO.
BME is advised by Morgan Stanley, and Latham & Watkins. Six Group is advised by Alantra, Credit Suisse, Linklaters, Brunswick Group, and Estudio de Comunicacion.
EQT-backed Cast & Crew, a provider of software and services for the entertainment production industry, completed the acquisition of Sargent-Disc, a provider of film and television payroll, accounting, software, and services. Financial terms were not disclosed.
The acquisition aligns with Cast & Crew’s strategic vision to be the end-to-end global provider of software and payroll services for motion pictures, television, live events, commercials, and music tours and marks an important addition to the ongoing acquisitions of market leaders in payroll and production software and services.
“Sargent-Disc is a family-owned company with integrity, expertise, and an excellent reputation for customer service and cutting-edge solutions tailored to UK and international productions. Not only are we excited about the commercial prospects, but we truly value our alignment with Sargent-Disc in terms of our shared values, corporate culture, and vision for the rapid technological transformation of our industry," Eric Belcher, Cast & Crew CEO.
Sargent-Disc was advised by Harbottle & Lewis. Cast & Crew was advised by Latham & Watkins and Bob Gold & Associates.
Pon Bicycle Holding, a provider of bicycle services, is set to acquire Smart Urban Mobility, a manufacturer of electric cargo bikes. Financial terms were not disclosed.
“Urban Arrow is a great addition to our portfolio of premium bicycle brands and sustainable concepts,” Marc Bakker, Pon Bicycle CEO.
Smart Urban Mobility is advised by Pure Corporate Finance and Florent. Pon Bicycle is advised by De Brauw Blackstone Westbroek.
Atlas Arteria, one of the world's largest developers and operators of private toll roads, and Eiffage, a French civil engineering construction company, agreed to acquire an additional 6.14% stake in APRR, a toll road group in France, from Macquarie at a $21bn EV.
“This transaction fulfils a key strategic objective and creates significant value for securityholders. Having successfully internalised management at the parent company on April 1, we will complete the task with this Transaction and establish ourselves as a fully independent group. We will increase our interest in APRR to over 31%, restructure our arrangements with Eiffage and our other co-investors in APRR, and terminate all remaining management agreements with the Macquarie Group, providing us with independent management of our APRR investment,” Graeme Bevans, Atlas Arteria CEO.
Atlas is advised by Cato & Clegg. Macquarie is advised by Rothschild & Co.
A consortium of bidders including property investor X+Bricks is considering beefing up its offer for German wholesaler Metro's Real chain. Previously the consortium offered more than $553m for Real in July.
Metro said it was entering a decisive phase in negotiations on Real, which has been struggling for years in a fiercely competitive German market dominated by discounters Aldi and Lidl and was optimistic that it would reach a decision soon.
SCP Group and X+Bricks are advised by Gauly Advisors.
Private equity firms Cinven and Astorg and sovereign wealth fund Abu Dhabi Investment Authority are set to acquire UK scientific measurement and testing company, LGC Group, from KKR. Financial terms were not disclosed.
“We are delighted that Astorg and Cinven have chosen to partner with LGC for the next chapter of our history. Cinven and Astorg have a strong track record of investing in and supporting the growth of global companies in the Life Sciences Tools sector. Together we will continue to invest in serving our customers and supporting the development of our employees. In the past few years, LGC has strengthened its international reach and grown significantly in its chosen markets," Tim Robinson, LGC CEO.
Meeschaert Capital Partners, a private equity firm, is set to acquire a majority stake in iD Systems Group, a software publisher dedicated to the wines and spirits and horticulture sectors. Financial terms were not disclosed.
"This is excellent news for the iD Systems Group, and it will allow it to continue to grow. This also validates the progress made for nearly five years with all the teams," Maxime Botton, iD Systems Chairman.
August Equity, a private equity firm, completed the acquisition of CODE, a software developer of compliance and HR services. Financial terms were not disclosed.
"CODE has grown to the point where it can now expand much more quickly and bring exciting new services to the profession with the right management and funding. I chose August because of their track record in supporting and developing existing management teams and retaining the culture of its businesses,” Paul Mendlesohn, CODE CEO.
Acturis Group, a SaaS provider of insurance technology solutions, completed the acquisition of Add Value Assurances, a commercial eTrade platform in the French insurance market. Financial terms were not disclosed.
"We are delighted to welcome Benoit and the Add Value team to the Acturis Group as we continue to fulfill our ambitions for international expansion. With the pioneering and leading position of Add Value and their commercial eTrade leadership in the French market, we see many synergies between the businesses and exciting opportunities for further growth in France," David McDonald, Acturis Co-CEO.
Celonis, a German data mining company, raised $290m in the recent funding round at the valuation of $2.5bn. The Series C funding round was led by Arena Holdings, and investors included Ryan Smith, the founder of customer experience specialist Qualtrics.
“Celonis is the clear market leader in a category with open-ended potential. It has demonstrated an enviable record of growth and value creation for its customers and partners,” Feroz Dewan, Arena Holdings CEO.
Dutch government sells Saudi British Bank stake.
The Dutch state said it had sold its last remaining shares in Saudi British Bank. It has sold more than 75m shares since it announced its intention to wind down its stake on May 22.
The Dutch state acquired its stake in SABB with the nationalization of the Dutch operations of Belgian bank Fortis in 2008, a year after Fortis took over large parts of Dutch bank ABN Amro.
Jaguar Land Rover chief looks for more alliances, a merger is not considered.
Luxury automaker Jaguar Land Rover's chief executive is open to more alliances to lower the costs of developing technology but is not looking for a full-blown corporate merger, Reuters reported.
"We feel the pressure from demands to slash carbon emissions and develop electric vehicles. But for a merger, the answer is no. We can really survive on our own," Ralf Speth, Jaguar Land Rover Chief Executive.
Sanofi considers options for the consumer healthcare unit.
Sanofi is considering a JV or outright sale among options for its consumer healthcare unit, Reuters reported, as the French drugmaker prepares to present a new strategic plan next month.
An IPO of the unit, which could be worth around $30bn, is also on the cards. Recently appointed chief executive Paul Hudson, who took the job on September 1, plans to meet investors for a capital markets day on December 10.
Gazprom to divest a 3.6% stake for $3.73bn.
Russia's Gazprom said it was selling 3.6% of its shares in a second offering this year, completing the sale of its so-called quasi-treasury shares. Gazprom received 479 bids worth a total of RUB237.7bn ($3.73bn) in a secondary share offering.
The shares had been initially repurchased by Gazprom in 2016 from Russian state development bank VEB, which entered the gas giant's share capital in 2008 when it helped state-owned entities amid the global financial crisis.
Saudi Aramco IPO raises SAR73bn so far.
Saudi Aramco's IPO attracted c.SAR73bn ($19.47bn) in institutional and retail orders so far, Saudi Arabia's Samba Financial Group, one of the banks managing the deal, said.
Some 1.8m retail subscribers have injected more than SAR14bn ($3.7bn) into the IPO so far, Reuters reported. Institutional subscriptions amounted to SAR58.4bn ($15.6bn), and 1.82bn subscribed shares.
Home Credit cancels a $1.5bn Hong Kong IPO.
Home Credit, the consumer lender, owned by Czech billionaire Petr Kellner, scrapped a $1.5bn share offering in Hong Kong, where authorities are keen to demonstrate that months of street protests have not disrupted business.
Amsterdam-registered Home Credit, the majority of whose loan book is in China, said Thursday that "due to market conditions it has decided not to proceed with a global offering" on the Hong Kong Stock Exchange.
SAP founder and chairman sell €100m stake.
Hasso Plattner, co-founder, and chairman of German software house SAP, has sold a stake worth around €100m ($111m), putting a slight dent in his holding.
The divestment, disclosed in a series of regulatory filings, would reduce Mr. Plattner's holding in Europe's most valuable technology firm to an estimated 6.2% from the 6.3% disclosed in February of this year.
AS Roma in talks with potential investors.
AS Roma is in preliminary talks with potential investors over a possible investment in the Italian soccer club. Shares in the company closed up 16.6% on rumors that Texan entrepreneur Dan Friedkin was interested in investing in the Rome-based club.
Detsky Mir receives enough offers to cover secondary public offering. (FS)
Russian toy retailer Detsky Mir received enough offers to cover the 150m shares that existing investors plan to sell in a secondary public offering, Reuters reported.
Russia's Sistema and the Russia-China Investment Fund said last week they were aiming to cut their holdings in the company to 36% from 52.1% and to 9.7% from 14%, respectively.
Yandex Taxi chooses Morgan Stanley, Goldman Sachs and VTB to arrange IPO.
Russia's largest online taxi service Yandex Taxi hired Morgan Stanley, Goldman Sachs, and VTB Capital as the first three banks to prepare for an IPO, Reuters reported.
Russian internet company Yandex and US group Uber Technologies combined their taxi businesses across Russia, Armenia, Azerbaijan, Belarus, Georgia, and Kazakhstan in 2017 to create an enlarged Yandex Taxi.
Babcock could be the next British defense group to fall into PE hands. (FS)
"As long as it stays at a low price, there is always a threat that private equity or another company sees the true value in it. It's frustrating that more people are not buying our shares," Archie Bethel, Babcock CEO.
Optiv confirms 'temporary' UK closure and considers M&A.
Optiv has confirmed what it called a "downsizing" of its UK operation, claiming the move is temporary as it turns its attention to M&A. Optiv called the move "temporary," insisting that it still has plans to build a presence in Europe and has looked at 40 European businesses to acquire before deciding it "simply could not justify the high valuations of these companies."
"After a comprehensive strategic review, we're temporarily downsizing our London-based organic operations. We remain committed to serving the European market, clients, partners, and prospects," Optiv.
Deutsche Telekom to explore the sale or IPO of the Dutch unit.
Deutsche Telekom is exploring a sale or an initial public offering of its T-Mobile Netherlands after the division acquired its local rival Tele2 last year, Reuters reported.
Europe's largest telecoms group said earlier this month it would cut its dividend for 2019, reflecting uncertainty over the outcome of a proposed US mega-merger and following rival Vodafone as the industry grapples with the cost of building 5G networks.
GHO Capital raises €975m for European healthcare fund. (FS)
Global Healthcare Opportunities, or GHO Capital Partners, a European specialist investor in healthcare, held the final close of its second fund, GHO Capital Fund II, at its hard cap of €975m ($1.08bn).
GHO Capital says the fund is the largest specialist private equity fund dedicated to European healthcare.
APAC
701Search, the online marketplace owned by Telenor Group, completed a merger with Carousell, an online mobile classified service provider. The transaction was closed immediately, as no regulatory approval was required.
"I am excited to work with our new teammates to learn about the dynamics of these local markets, create win-win opportunities that are mutually beneficial for our community of users, and inspire even more people to start selling and buying,” Quek Siu Rui, Carousell CO-Founder and CEO.
Carousell was advised by Allison+partners.
Sony considers acquiring a stake in Network18 Media.
Japan's Sony is in talks to buy a stake in India's Network18 Media & Investments, Reuters reported, sending shares in billionaire Mukesh Ambani's TV business 18% higher.
Network18's portfolio includes VH1, Nickelodeon, MTV, CNBC TV18, and a range of other local language channels, as well as news portals such as Firstpost and Moneycontrol and news channels CNN-News18 and CNBC TV18.
Wilmar seeks regulators' approval for China IPO in early 2020.
Singapore agribusiness Wilmar International hopes to receive regulatory approval early next year for the initial public offering of its China business, Yihai Kerry Arawana.
Wilmar, which is valued at more than $19bn, had announced its intention to list the business in 2017, after having shelved plans for a roughly $3bn listing of its Chinese unit in Hong Kong in 2009.
Tencent-backed Yeahka to raise $300m in Hong Kong IPO. (FS)
Yeahka, a Chinese payment technology services provider, is planning to raise about $300m in an IPO in Hong Kong, Bloomberg reported.
The company aims to seek a listing hearing as soon as February after it filed an application with the city's bourse on November 12.
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