Institutional Shareholder Services recommended that shareholders of Inter Pipeline, a multinational petroleum transportation and infrastructure firm, reject the deal with Pembina for a less risky offer from Brookfield Infrastructure Partners.
ISS said that, while there is a "sound strategic rationale for a combination" with Pembina and the all-stock transaction could deliver upside for investors, Brookfield's higher cash offer provided financing certainty without regulatory risk.
"Pembina believes that its strategic combination with Inter Pipeline is extremely compelling from an immediate and long-term value perspective and believes shareholders should vote in favor of the transaction," Pembina.
Inter Pipeline is advised by Credit Suisse, JP Morgan, TD Securities, Burnet Duckworth & Palmer and Dentons. Brookfield is advised by BMO Capital Markets, Barclays, McCarthy Tetrault and Laurel Hill. Pembina is advised by Scotia Capital and Blake Cassels & Graydon.
Kin Insurance, a home insurance company, agreed to go public via a merger with Omnichannel, a publicly-traded special purpose acquisition company, in a $1.03bn deal. Investors in PIPE included Hudson, Senator, Gillson Capital and Park West.
“The home insurance industry has been coasting for years on legacy technology and an antiquated way of interacting with customers. It is more than ripe for an innovative alternative and that is exactly why we created Kin – to provide customers with a better home insurance offering, better pricing and an overall better experience,” Sean Harper, Kin Insurance Co-founder and CEO.
Omnichannel is advised by Citigroup, JP Morgan and Winston & Strawn. Financial advisors are advised by Mayer Brown. Kin Insurance is advised by JP Morgan and Latham & Watkins.
Pershing Square, a Guernsey-based investment holding company, terminated its deal to acquire a 10% stake in Universal Music Group, a global music corporation, from Vivendi, a French media conglomerate, for $4bn.
Pershing Square Holdings board of directors unanimously determined not to proceed with the Universal Music Group transaction, and to assign our share purchase agreement to Pershing Square Holdings and affiliates. Pershing Square has also agreed to assume the Vivendi indemnity agreement and our UMG transaction costs.
Fast Radius, a cloud manufacturing and digital supply chain company, agreed to go public via a merger with ECP Environmental Growth Opportunities, a special purpose acquisition company formed by Energy Capital Partners Management, in a $995m deal.
"We are building a first-of-its-kind Cloud Manufacturing Platform that is providing a new infrastructure to design, make and move physical things in the digital age. As the Platform expands, we believe cloud manufacturing will have as great an impact on driving innovation in the physical world as cloud computing has had in the digital world. The benefits from the software and hardware powering cloud manufacturing are tangible and significant – the cloud brings improved speed, flexibility, cost, and accessibility to industry 4.0, all while providing a more sustainable model for global supply chains," Lou Rassey, Fast Radius Co-Founder and CEO.
Fast Radius is advised by Citigroup, Credit Suisse, DLA Piper and Gateway Investor Relations. ECP Environmental Growth Opportunities is advised by Barclays, Morgan Stanley, Latham & Watkins and Joele Frank.
Evolv Technology, an AI touchless security screening company, went public via the merger with NewHold Investment, a SPAC, in a $1.3bn deal.
All current Evolv stockholders, including Bill Gates, Lux Capital, General Catalyst, DCVC, SineWave Ventures, Motorola Solutions, STANLEY Ventures, and Finback Investment Partners, retained their equity holdings through closing. The transaction included a PIPE investment, anchored by Motorola Solutions, Magnetar Capital, Eldridge, Senator Investment Group and UBS O'Connor, and star athletes, franchise owners and managers including Peyton Manning, Andre Agassi, Steffi Graf, Joe Torre, Theo Epstein, Tony Ressler, Mark Attanasio and Bennett Rosenthal.
"This transaction will provide Peter and the Evolv team with the capital to continue to develop the leading technologies that will make people safer and make their lives more convenient," Kevin Charlton, NewHold Investment CEO.
Evolv Technology was advised by Cowen & Company, Latham & Watkins and ICR. NewHold was advised by Cowen & Company, Stifel, Loeb & Loeb and Tarplin Consulting.
Kite Realty Group Trust, a full-service, vertically integrated real estate investment trust, agreed to merge with Retail Properties of America, which owns and manages a diversified mix of high-quality retail shopping centers, in a $7.5bn deal.
"This merger marks a momentous day for KRG and our shareholders. The combination of our firms brings together two high-quality, complementary portfolios. The combined company will have durable cash flows, operational upside and external value creation opportunities. The financial benefits of the transaction include immediate earnings accretion, while maintaining a strong balance sheet. This merger further demonstrates our conviction in open-air retail centers as essential shopping destinations and last mile fulfillment centers. We are energized about the future of this combined company," John A. Kite, Kite Realty Group Chairman and CEO.
Retail Properties of America is advised by Citigroup and Goodwin Procter. Kite Realty Group Trust is advised by Bank of America, KeyBanc Capital Markets and Hogan Lovells.
Owlet Baby Care, a manufacturer of healthcare products, went public via a merger with Sandbridge Capital and PIMCO-backed Sandbridge Acquisition, a special purpose acquisition company, in a $1.1bn deal.
"Ken Suslow and Domenico De Sole are category-defining modern brand creators, and will help usher Owlet into our next phase of growth as we expand our product suite and work to support family needs through some of the most crucial years of raising children. We look forward to further serving our current loyal customers as well as addressing a sizable untapped market, spanning multiple consumer touchpoints, and building Owlet into a vital family platform that will serve parents for generations to come," Kurt Workman, Owlet CEO and Founder.
Owlet was advised by Bank of America, Latham & Watkins and ICR. Sandbridge Acquisition was advised by Bank of America, Citigroup, UBS, Ropes & Gray and Konnect Agency.
Gelesis, a biotherapeutics company aiming to transform weight management using a proprietary biomimetic superabsorbent hydrogel technology, agreed to go public via a merger with Capstar Special Purpose Acquisition, a special purpose acquisition company sponsored by affiliates of Capstar Partners, in a $1bn deal.
"Yishai and the Gelesis team have developed a tremendous solution that is poised to transform the weight management industry. We raised our Capstar SPAC last year with the goal of finding a high-growth, disruptive business that is helping people live a better, healthier life. Gelesis fits that criteria perfectly and we are elated to partner with them as they start their exciting next leg of growth," Steve Hicks, Capstar Chairman and CEO.
Gelesis is advised by Citigroup, Goodwin Procter and ICR. Capstar is advised by BTIG, UBS and Kramer Levin Naftalis & Frankel. Financial advisors are advised by Winston & Strawn.
Zoom Video Communications, an American communications technology company headquartered in San Jose, agreed to acquire Five9, a provider of the intelligent cloud contact center, for $14.7bn.
"Businesses spend significant resources annually on their contact centers, but still struggle to deliver a seamless experience for their customers. It has always been Five9's mission to make it easy for businesses to fix that problem and engage with their customers in a more meaningful and efficient way. Joining forces with Zoom will provide Five9's business customers access to best-of-breed solutions, particularly Zoom Phone, that will enable them to realize more value and deliver real results for their business. This, combined with Zoom's 'ease-of use' philosophy and broad communication portfolio, will truly enable customers to engage via their preferred channel of choice," Rowan Trollope, Five9 CEO.
Five9 is advised by Qatalyst Partners, Latham & Watkins and Blueshirt Group. Zoom is advised by Goldman Sachs and Cooley.
Carlisle Companies, a supplier of innovative building envelope products and energy-efficient solutions, agreed to acquire Henry Company, a provider of building envelope systems, from American Securities, a private equity firm, for $1.6bn.
"The acquisition of Henry, together with the announced divestiture of our Brake and Friction business in May, marks another meaningful evolution of our portfolio. These portfolio moves are consistent with our stated strategy to invest in CCM and diversify into a broader building products platform with a focus on the building envelope. More than half of Henry's revenue is derived from products that improve energy efficiency, elevating Carlisle's existing ESG narrative. By acquiring Henry and leveraging the Carlisle Experience across the business, I am confident that we will create significant value for all our stakeholders," Chris Koch, Carlisle Chairman, President and CEO.
Carlisle is advised by Goldman Sachs and Kirkland & Ellis. American Securities is advised by Weil Gotshal and Manges.
Madison Industries, a holding company, agreed to acquire Big Ass Fans, a provider of high volume, low speed and connected fan categories, from Lindsay Goldberg, a private investment firm that focuses on partnering with families, founders and management teams. Financial terms were not disclosed.
"We are incredibly proud of our partnership with Big Ass Fans and of our collaboration with the Company's exceptional management team. This investment exemplifies the value we bring to our portfolio companies by working closely with founders and management teams to identify attractive areas for expansion, invest in new product development, enhance operations and drive growth. In recent years, Big Ass Fans strengthened and extended its industry-defining brand, increased focus on sales and marketing excellence, improved margins and cash flow, and effectively managed through Covid while growing EBITDA. Of course, the entire Big Ass Fans team played a role in this transformation, and we wish them continued success as part of Madison IAQ," Russell Triedman, Lindsay Goldberg Managing Partner.
Big Ass Fans is advised by Credit Suisse, Cravath Swaine & Moore and Gasthalter & Co.
Private equity firm AEA Investors completed the acquisition of Window Nation, a provider of windows and related products for the residential repair and replacement market in the United States. Financial terms were not disclosed.
The investment in Window Nation represents an opportunity to partner with a strong management team with a proven track record of success within the attractive home services industry, specifically the replacement window sector, which is a large, growing and fragmented market.
AEA Investors was advised by Jefferies & Company and Joele Frank.
Onex, an investment manager, completed the acquisition of Newport Healthcare, a provider in the United States of evidence-based healing centers. Financial terms were not disclosed.
"Newport is committed to delivering the highest quality care to its clients and addressing the nationwide shortage of mental health resources for teens and young adults by expanding access to care. We are excited to support Newport and its vision to be the leader in the sustainable healing of teens and young adults," Josh Hausman, Onex Managing Director.
Newport Healthcare was advised by Jefferies & Company. Onex was advised by Latham & Watkins.
Veritex Holdings, a bank holding company, completed the acquisition of a 49% stake in Thrive Mortgage, a company arranging loans for others on a commission or fee basis, for $54m.
"With a similar culture and alignment of values, Veritex has helped Thrive grow by understanding our business and assisting Thrive with tailored financing, including construction warehouse lending. This expanded partnership, while retaining our nimble operating practices, will allow us to better serve our customers and employees with unequaled products and positions the company for a strong decade of growth," Roy Jones, Thrive Chairman and CEO.
Veritex was advised by Stephens and Skadden Arps Slate Meagher & Flom.
BioNTech, an immunotherapy company, agreed to acquire the Kite production facility and assets from Gilead Sciences, an American biopharmaceutical company. Financial terms were not disclosed.
"The development of individualized cancer therapies is at the core of our work at BioNTech. The acquisition of the Kite facility and its individualized TCR platform allows us to accelerate the clinical development of our cell therapies in the US and advance at the forefront of individualized cell therapies. It also strengthens our presence in the US, building on our successful integration of adoptive T-cell and neoantigen TCR therapies as part of our acquisition of Neon Therapeutics last year," Ugur Sahin, BioNTech CEO.
Kite is advised by Cowen & Company.
Centre Partners-backed MacNeill Pride Group, a diversified global designer and manufacturer of outdoor products and sporting goods, completed the acquisition of Klymit, an outdoor gear designer. Financial terms were not disclosed.
"Klymit's distinctive outdoor products, authentic brand, and innovation-focused culture are a natural fit with our growing platform of outdoor brands. This acquisition expands our portfolio into new, complementary markets, enabling our brands to meet multiple consumer needs as they spend more time outside. This clearly furthers our goal of providing consumers with brands that enhance every outdoor experience so they want to come back again and again," Keith Bornholtz, MPG CEO.
Centre Partners was advised by Kekst CNC.
SoftBank Vision Fund 2 led a $150m Series C round in Netradyne, a provider of artificial intelligence and edge computing focusing on driver and fleet safety, with participation from Point72 Ventures and M12.
Netradyne will use the new funding to advance its core technology, expand into new geographies and accelerate hiring across R&D, marketing, and customer support.
Netradyne was advised by Spark PR.
Ingersoll Rand, a pumps and compressors manufacturer, offered to acquire SPX Flow, a provider of manufacturing equipment for the nutrition, health and industrial sectors for $3.59bn.
The deal would bolster Ingersoll’s industrial pumps business about two years after it agreed to merge with Gardner Denver Holdings, fortifying it as one of the world’s leaders in the market niche. Ingersoll’s heating and cooling operations were renamed Trane Technologies as part of a spinoff and merger.
DCVC, a venture capital firm, and Temasek, Singapore’s sovereign fund, led a $430m Series D funding round in Pivot Bio, a provider of pioneering game-changing advances in crop nutrition. Additional investors included Generation Investment, G2 Venture, Rockefeller Capital, Breakthrough Energy, Continental Grain, Prelude Ventures, Pavilion Capital, Bunge Ventures, Tekfen Ventures and individual investor Roger Underwood.
“Pivot Bio exemplifies the power of DeepTech solutions to create equitable and profitable outcomes for all stakeholders in immense industries like agriculture. Farmers are able to grow more crops to feed more people, more cost-effectively, while being even better stewards of their land and water. Societies benefit from both more abundant food and more climate-resilient and sustainable agriculture. Pivot Bio has delivered the kind of win-win-win breakthrough DCVC is honored to back, and on which we are focused as a firm,” Matt Ocko, DCVC Co-Managing Partner.
Novanta, a technology partner to medical and advanced technology equipment manufacturers, agreed to acquire ATI, a supplier of intelligent end-of-arm technology solutions to original equipment manufacturers, for $172m.
"ATI is a fantastic business with proprietary intellectual property in attractive and growing markets. The business adds intelligent technology solutions and expands Novanta's position in mission critical robotic applications, such as electric vehicle production, medical robotics, and collaborative robotics. In addition, the transaction creates a nearly $250m Precision Motion Segment with significant engineering competency to further accelerate our growth," Matthijs Glastra, Novanta CEO and Chairman.
SoftBank Vision Fund 2 led a $350m Series C round in Nature's Fynd, a food company growing sustainable protein from a microbe with origins in the geothermal springs of Yellowstone National Park, with participation from Blackstone Strategic Partners, Balyasny Asset Management, Hillhouse Investment, EDBI, SK and Hongkou.
This latest round of funding will help accelerate Nature's Fynd growth—including expanding its production capacity, delivering exciting partnerships, laying the foundation for global reach and extending its product portfolio from breakfast to dinner and everything in between—to deliver on its mission of creating amazing foods that nourish people while nurturing the planet.
Valor Equity Partners and Atreides Management led a $113m Series C round in Genvid, a provider of interactive livestreaming technologies and services, with participation from Third Point Ventures, Cobalt Capital, LightShed Ventures, XN, Lux Capital, Galaxy Interactive, Horizons Ventures, OCA Ventures, Makers Fund, Huya, NTT DOCOMO Ventures, and Samsung Ventures.
"The success of Rival Peak has accelerated our plans and growth dramatically, with dozens of major IP holders, streaming and social media platforms, and other global brands seeking to create MILEs around their properties. They recognize the opportunity to build new entertainment experiences that merge lean-back entertainment (TV and livestreaming) with interactive entertainment (games) to both grow fan bases substantially and further monetize existing fans. We're excited to announce partners and IP licenses in the coming months," Jacob Navok, Genvid CEO.
Carta looking to raise up to $600m from Silver Lake. (FS)
Carta, a San Francisco, California-based technology company that specializes in capitalization table management and valuation software, is looking to raise up to $600m from private equity firm Silver Lake.
Carta makes software for investors and businesses for tasks like cap tables and portfolios. The company was valued at $3.2bn earlier this year.
Telstra in talks to buy Digicel Pacific.
Telstra is in talks to buy the Pacific operations of telecommunications firm Digicel Group in partnership with the Australian government, a move widely viewed as a political block to China's influence in the region,
Reuters reported.
Telstra said the government would finance the bulk of any bid for Jamaica-based Digicel, the largest mobile phone carrier in the Pacific with operations in Papua New Guinea, Fiji, Samoa, Vanuatu and Tahiti. Digicel's future has been the focus of market and media speculation for several months.
A sale of Digicel to a Chinese company would be a cause of concern for the Australian government amid strategic competition between US allies and China in the Pacific region.
J&J exploring putting talc liabilities into bankruptcy.
Johnson & Johnson is exploring a plan to offload liabilities from widespread Baby Powder litigation into a newly created business that would then seek bankruptcy protection,
Reuters reported.
During settlement discussions, one of the healthcare conglomerate’s attorneys has told plaintiffs’ lawyers that J&J could pursue the bankruptcy plan, which could result in lower payouts for cases that do not settle beforehand. Plaintiffs’ lawyers would initially be unable to stop J&J from taking such a step, though could pursue legal avenues to challenge it later.
J&J has not yet decided whether to pursue the bankruptcy plan and could ultimately abandon the idea.
Robinhood seeks up to $35bn valuation in mega US IPO.
Robinhood Markets, an American financial services company, is targeting a valuation of up to $35bn in its initial public offering in the United States, the company revealed in a filing on Monday, setting the stage for one of the highly anticipated stock market listings of the year,
Reuters reported.
The listing plans come just months after the online brokerage found itself at the center of a confrontation between a new generation of retail investors and Wall Street hedge funds in late January.
Goldman Sachs and JP Morgan are the lead underwriters for the offering.
Louis Vuitton-backed L Catterton explores public listing. (FS)
L Catterton, the private equity firm backed by French billionaire Bernard Arnault and luxury goods empire Louis Vuitton Moet Hennessy, is exploring options to go public,
Reuters reported.
L Catteron's deliberations come as the shares of publicly listed private equity firms are hovering at record highs.
L Catterton has held discussions with investment banks in recent weeks to evaluate its potential options, which could include an initial public offering or a SPAC merger.
Ermenegildo Zegna Group, a world-renowned Italian luxury house agreed to go public via a merger with Investindustrial Acquisition, a special purpose acquisition corporation sponsored by investment subsidiaries of Investindustrial, in a $3.2bn.
"Over 111 years ago, my grandfather and namesake founded Zegna with the belief that caring for both the natural environment and for people was the bedrock for creating the finest textiles and a successful brand. Since then, we have proudly followed in his footsteps to become one of Italy's true luxury houses. Announcement underscores the success of our strategy of continuously focusing on the Group's brand equity while also continuing to build upon our heritage, our ethos of sustainability, and the unique craftsmanship that has made our name synonymous with quality and luxury around the world. The Zegna family will remain at the Company's helm following the transaction's completion, and we will continue to invest in creativity, innovation, talent, and technology in order to sustain Zegna's leadership position in the global luxury market," Ermenegildo Zegna, Zegna Group CEO.
Ermenegildo Zegna Group is advised by UBS, Sullivan & Cromwell and Brunswick Group. Investindustrial is advised by Deutsche Bank, Goldman Sachs, JP Morgan, Mediobanca, Chiomenti, Kirkland & Ellis and Maitland. Financial advisors are advised by Shearman & Sterling.
Tencent Holdings, a holding company, agreed to acquire Sumo Group, a video game software, for $1.27bn.
The purchase, which will boost the Chinese internet giant's presence globally, brings together Sumo's racing and snooker games with Tencent's more high-profile range of games that includes Call of Duty's mobile version.
Sumo Group is advised by Investec, Goldman Sachs, Zeus Capital, Allen & Overy and Belvedere Communications. Tencent Holdings is advised by Morgan Stanley, Davis Polk & Wardwell and Brunswick Group.
Investment firms Ares Management and Public Investment Fund agreed to invest $760 in McLaren Group, a British automotive company based in Woking, England.
"Building on the short-term measures that we put in place last summer in response to the global pandemic, McLaren has taken a number of significant steps to put the company on a stable footing for the long-term, with the close support of its advisors and existing shareholders. Following the strategic investment into Racing that we secured last year, this successful equity raise is a key element of our comprehensive financial strategy to support the Group's sustainable growth plans," Paul Walsh, McLaren Group Executive Chairman.
McLaren is advised by Global Leisure Partners, Goldman Sachs, HSBC and Ashurst. Goldman Sachs and HSBC are advised by Latham & Watkins. Ares is advised by Kirkland & Ellis. PIF is advised by Allen & Overy.
L Catterton, the largest global consumer-focused private equity firm, agreed to invest in Etro, a global luxury fashion house. Financial terms were not disclosed.
"My family and I take great pride in having established Etro as a strong luxury brand that resonates with consumers around the globe. L Catterton has a shared vision and a unique appreciation for our business, and the firm takes the same approach to partnership our family does. After nearly 55 years under our stewardship, we believe that together with L Catterton, Etro can enter its next chapter of growth and solidify its place as one of the great, lasting luxury houses. We are thrilled to work with L Catterton's team as they bring their extensive knowledge of the fashion category, along with a proven track record of supporting the international development of distinctive brands, allowing Etro to reach new heights," Etro Gerolamo, Etro Founder and Chairman.
Etro is advised by PricewaterhouseCoopers, Rothschild & Co, Pedersoli Studio Legale, Studio Guasti and Barabino & Partners. L Catterton is advised by PricewaterhouseCoopers, Bain & Co, La Torre Morgese Cesaro Rio and Joele Frank.
Partners Group, a global private markets firm, agreed to acquire Pharmathen, a European pharmaceutical company, from BC Partners, an international investment firm, for $1.9bn.
"Pharmathen is very well-regarded by the broader pharmaceutical industry as an innovative and forward-thinking company. It is a mission-critical partner to its B2B clients whose advanced pharmaceutical technologies create real societal impact and optimize treatment outcomes for patients. Partners Group will lend its operational expertise to support Pharmathen as it expands to meet increasing demand for affordable Generics and positions for long-term, sustainable growth. We are delighted to back Dimitris and his talented management team and look forward to working with them," Pascal Noth, Partners Group Managing Director.
BC Partners is advised by Jefferies & Company, Kirkland & Ellis and Prosek Partners.
Sensyne Health eyes US listing, has backing of top investor Gatemore. (FS)
British health technology company Sensyne Health is set to explore a secondary listing on the US-based Nasdaq index as part of a strategic review,
Reuters reported.
Sensyne, which uses technology including machine learning to analyse anonymised patient medical data to help develop new medicines and improve patient care, said it would also look at other options including acquisitions.
The review has the support of one of its leading shareholders, Gatemore Capital, which recently wrote to the board urging it to consider a US listing.
APAC
