M and A Navigator: Deal pipeline -12 June.
The following is a list of deals covered in detail by M and A Navigator this week:
-BCB BANDORP TO ACQUIRE SOUTH ASIAN-AMERICAN COMMUNITY-FOCUSED IA BANCORP
New Jersey, US-based bank holding company BCB Bancorp, Inc. has entered into a definitive merger agreement with IA Bancorp, Inc. under which the company will acquire IAB and its wholly owned subsidiary, Indus-American Bank, the company said.
Upon consummation of the merger, Indus-American Bank will merge with BCB Community Bank and will operate as a division of BCB Community Bank. Following the closing of the merger, BCB will form an advisory board which will consist of current members of the IAB board of directors and other prominent community members. Indus-American Bank, which has its headquarters in Edison, New Jersey, operates full-service branches in Edison, Jersey City, Parsippany and Plainsboro, New Jersey, and Hicksville, New York. Indus-American Bank was founded primarily to meet the banking needs of the South Asian-American community.
-TYSON FOODS CLOSES USD 4.2BN ACQUISITION OF READY-TO-EAT SPECIALIST ADVANCEPIERRE FOODS
US-based food companies Tyson Foods, Inc. (NYSE: TSN) has closed its acquisition of US-based ready-to-eat foods company AdvancePierre Foods Holdings, Inc. (NYSE: APFH) for USD 40.25 per share in cash, the company said.
The total enterprise value of the transaction is approximately USD 4.2bn, including USD 3.2bn in equity value and USD 1.1bn in assumption of AdvancePierre debt. Funds affiliated with Oaktree Capital Management, L.P., which own approximately 42% of the outstanding shares of AdvancePierre common stock, have entered into a tender and support agreement pursuant to which those funds have agreed to tender their AdvancePierre shares pursuant to the tender offer.
-CENTRUE FINANCIAL WINS SHAREHOLDER NOD FOR MIDLAND STATES BANCORP BUYOUT
Shareholders of Illinois, US-based bank holding company Centrue Financial Corp. (NASDAQ: CFCB) have voted in favour of the approval of the company's merger agreement with Illinois, US-based Midland States Bancorp, Inc. (NASDAQ: MSBI), the company said.
Under the merger agreement, and subject to the satisfactory of customary closing conditions, Centrue will merge into Midland, with Midland as the surviving corporation. In January, the companies entered into a definitive agreement under which Midland will acquire Centrue for estimated total consideration of USD 175.1m, or USD 26.75 per share of Centrue common stock. Midland expects the transaction to be 8-9% accretive to earnings per share in 2018, the first full year of combined operations.
-SDIPTECH CLOSES EUR 6.5M ACQUISITION OF TWO COMPANIES IN THE AUSTRIAN ELEVATOR SECTOR
Swedish urban infrastructures business group Sdiptech has completed the acquisition of 51% of the two Austrian companies ST Liftsystems GmbH and AufzA1/4ge Friedl GmbH, both operating in the elevator sector, the group said. The acquisition agreement was originally signed on 9 March 2017.
Sdiptech has an option to acquire the remaining 49% of both companies. ST Liftsystems manufactures elevators with a compact design that enables them to be installed in tight spaces in existing real estate as well as in new construction. The business model is designed to cost-efficiently size and package easily mounted elevators to installation companies globally.
-YAHOO WINS SHAREHOLDER NOD FOR USD 4.83BN SALE OF OPERATING BUSINESS TO VERIZON
Shareholders of US-based web portal and search company Yahoo! Inc. (NASDAQ: YHOO) have approved the proposed sale to US-based telecommunications firm Verizon Communications Inc. (NYSE: VZ) of its Yahoo!'s operating business for USD 4.83bn in cash, the company said.
In addition, Yahoo stockholders voted to approve the advisory vote on the compensation payable to the company's named executive officers in connection with the completion of the sale transaction. The final voting results for each of the proposals voted on at the Special Meeting will be reported on a Current Report on form 8-K, in accordance with the rules of the Securities and Exchange Commission. Yahoo anticipates that the sale transaction will close on 13 June 2017.
-RMB CAPITAL FLESHES OUT TENDER OFFER TO NIPPON COLUMBIA BOARD
Chicago, Illinois-based independent financial services firm RMB Capital has provided additional details about its tender offer for Japanese record label Nippon Columbia (JP: 6791) for part or all of the common stock of Nippon Columbia at the price of JPY 790 per share, the firm said.
The current market capitalization of Nippon Columbia is about JPY 9.5bn (USD 90m), of which net cash represents JPY 4.6bn (48% of market capitalisation), resulting in an enterprise value of JPY 4.9bn (USD 40m). The firm generated approximately JPY 2bn of free cash flow during the previous fiscal year, which could pay off the enterprise value within 2.5 years.
RMB Capital originally said its deal is contingent on the Nippon Columbia board of directors accepting certain conditions, including the cancellation of a stock swap contract signed with IT company Faith, Inc., extending full support to the tender offer and full support to RMB Capital's diligence process.
-INDIA'S TAKE TO CONSOLIDATE ECRON ACUNOVA CAPABILITIES WITH NAVITAS AND INTELENT
Indian life sciences firm Ecron Acunova, a fully owned subsidiary of Indian technology company Take Solutions Ltd. will be consolidating its capabilities with Take's niche Life Sciences brand Navitas and Intelent to form a unified go-to-market entity Navitas Life Sciences, the company said.
Take Solutions acquired Ecron Acunova last year for around USD 18.4m. Take said that EA's significant clinical capabilities, having conducted over 1300 studies including BA/BE, NIS, and phase II IV in its state-of-the-art and audited facilities, will be augmented by legacy brands Navitas's technology led solutions across Clinical, Regulatory and Safety, and Intelent's big data and analytics expertise to form the 360 degree service provider Navitas Life Sciences.
-DIABETES NON-PROFIT BEYOND TYPE 1 TO TAKE OVER DIABETES HANDS FOUNDATION'S CORE PROGRAMMES
US-based non-profit, Type 1 diabetes-focused organisation Beyond Type 1 has taken over the core programmes of the Diabetes Hands Foundation, which announced the winding down of their organisation last week, the group said.
Diabetes Hands Foundation has been active diabetes community since 2008, uniting efforts across Type 1 and Type 2 diabetes, as well as across languages and backgrounds. While Diabetes Hands Foundation will shut down, the two communities that DHF runs TuDiabetes.org (English) and EsTuDiabetes.org (Spanish) will be maintained.
-FARMERS BANK ACQUIRES MAJORITY STAKE IN INSURANCE AGENCY MANRY RAWLS
Virginia, US-based Farmers Bank, a wholly owned subsidiary of Farmers Bankshares, Inc. (OTC: FBVA), has acquired a majority interest in property and casualty insurance agency Manry Rawls, LLC, the bank said. Since April, 2014, Farmers Bank has owned a one-third minority interest in Manry Rawls, LLC.
With this transaction, Farmers Bank increases its ownership to two-thirds of the agency, which will continue to operate independently under the name Manry Rawls, LLC. Both Farmers Bank and Manry Rawls have been fixtures in the local marketplace for many decades.
-WARBURG PINCUS CLOSES ACQUISITION OF NEW YORK URGENT CARE PROVIDER CITYMD
US-based private equity firm Warburg Pincus has closed the acquisition of New York Metro Area urgent care provider CityMD, the firm said.
Warburg Pincus said it will support CityMD's expansion through new site openings and strategic acquisitions and partnerships. CityMD was founded as an alternative to both expensive, crowded emergency rooms with long wait times and to physicians who are often booked weeks in advance.
-EUROPEAN COMMISSION APPROVES NORDIC CAPITAL'S DEAL TO ACQUIRE INTRUM JUSTITIA
The European Commission approved Swedish private equity fund Nordic Capital's deal to buy Swedish credit management services company Intrum Justitia and combine it with majority-owned Lindorff, the fund said on Monday. The commission's decision is conditional upon the divestment of Lindorff's debt collection and debt purchase business in Denmark, Estonia, Finland and Sweden as well as Intrum Justitia's business in Norway.
In November, Intrum Justitia and Lindorff announced an agreement an all-stock merger worth USD 1.96bn. Under the deal, Intrum Justitia and Lindorff shareholders will own approximately 53% and 47% of the shares, respectively, in the combined entity. Nordic Capital Fund VIII, currently the indirect majority shareholder in Lindorff, will become the largest indirect shareholder in the combined entity.
-SHAREHOLDERS OF COLUMBIA BANKING SYSTEM, FELLOW NORTHWEST US FI PACIFIC CONTINENTAL APPROVE USD 644.1M MERGER
Shareholders of Washington, US-based Columbia Banking System, Inc. (NASDAQ: COLB) and Oregon, US-based Pacific Continental Corp. (NASDAQ: PCBK) have approved the companies' definitive agreement to merge Pacific Continental into Columbia in a transaction valued at approximately USD 644.1m, or USD 27.85 per share based on Columbia's 9 January 2017 stock price, the companies said.
The combined company will have approximately USD 12bn in assets with over 150 branches throughout Washington, Oregon and Idaho. Under the terms of the merger agreement, Pacific Continental shareholders are entitled to receive 0.6430 of a share of Columbia common stock for each share of Pacific Continental stock, subject to certain potential adjustments.
-GRACO SUPPLY SELLS BALL GROUND AIRCRAFT SEALANT REPACKAGING ASSETS TO ROYAL ADHESIVES
US-based aerospace and defense industries materials, chemicals distributor Graco Supply Co has sold the business assets of the Ball Ground aircraft sealant repackaging business to Royal Adhesives and Sealants LLC, the company said.
Based in Ball Ground, Georgia, the business provides point-of-use Pre-Mixed and Frozen aircraft sealants and other unique packaging and application kits to aircraft manufacturers and their subcontractors. The Ball Ground business was started by Graco in 2007. Under a leadership of general manager Randy Wilt, it has grown into an ISO 9001:2008, AS9100C, AS9120A, and NADCAP registered facility.
-HOWARD ROSSBACH SELLS FIRESTEED CELLARS WINERY TO VINTAGE WINE ESTATES, PACIFIC RIM
Howard Rossbach, the founder of Oregon, US-based winery Firesteed Cellars, has reached an agreement to sell the brand and winery in a multi-part deal with US-based wine firms Vintage Wine Estates and Pacific Rim and Co, Rossbach said.
In a related transaction, Mickey and Jeanne Flynn have agreed to sell the historic 30 acre Flynn Vineyard adjacent to the Firesteed Winery to Pacific Rim and Co.
-BANKRUPT APPAREL FIRM BCBG TO SELL ASSETS TO MARQUEE BRANDS, GLOBAL BRANDS
US-based women's apparel company BCBG Max Azria Group, LLC and certain of its affiliates have reached an agreement on a comprehensive restructuring which contemplates the sale of substantially all the assets of the company through a Chapter 11 plan to US-based brand acquisition, licensing and development firm Marquee Brands LLC and Hong Kong-based apparel, footwear and fashion accessories firm Global Brands Group Holding Ltd, the company said.
Consummation of the transactions with Marquee and Global Brands is expected to immediately follow approval by the United States Bankruptcy Court for the Southern District of New York with an expected closing date no later than 31 July 2017. Marquee and Global Brands intend to continue to operate a substantial majority of BCBG's core businesses as a going concern.
-MASSROOTS TAKES STRATEGIC POSITION IN HIGH TIMES HOLDINGS
US-based medical cannabis patients and businesses technology platform MassRoots, Inc. (OTCQB: MSRT) has made a made a strategic investment in US-based cannabis media, events and information business High Times Holding Corp, the company said. Over the past forty years, High Times has built a brand and business at the front of the cannabis legalisation movement.
High Times maintains a portfolio of brands, including the Cannabis Cup and High Times Magazine. MassRoots is one of the largest technology platforms for the regulated cannabis industry. The company's mobile apps enable consumers to make educated cannabis purchasing decisions through community-driven reviews.
-SEEMAN HOLTZ PROPERTY AND CASUALTY ACQUIRES WISCONSIN'S VINCENT, URBAN, WALKER AND ASSOCIATES
Florida, US-based insurance agency operator Seeman Holtz Property and Casualty, Inc. has acquired Wisconsin, US-based agency Vincent, Urban, Walker and Associates, the company said. Doug Walker and partners have served the Green Bay area and beyond for more than 20 years.
This acquisition bolsters Seeman Holtz Property and Casualty's foothold in the Midwest. The Seeman Holtz family of companies provides financial and insurance advice to clients across the country.
-OLON ACQUIRES US-BASED BIOSCIENCES CHEMICAL DIVISION OF RICERCA
Italian active pharmaceutical ingredients contract development and manufacturing organisation and generics supplier Olon S.p.A has acquired US-based CRO Ricerca Biosciences' Chemical Division in Ohio, USA, the company said.
Olon said the acquisition strengthens its service offering in the pharmaceutical and biotech industry, and benefits the Ricerca Biosciences customer base by providing large scale manufacturing capabilities in Europe. Ricerca Biosciences is a US-based CRO supporting the development and manufacture of APIs and performance materials in support clinical supply, market development and commercial distribution.
-HOLLANDER SLEEP PRODUCTS ACQUIRES DOWN PRODUCTS MAKER PACIFIC COAST FEATHER
US-based synthetic-filled bedding products maker Hollander Sleep Products has acquired US-based down and down-alternative products manufacturer Pacific Coast Feather Company, the company said.
The newly-formed company will retain the corporate name of Hollander Sleep Products. Combined, Hollander and PCF bring a history of serving the retail and hospitality industries. PCF CEO Joe Crawford will serve as president of PCF reporting to Hollander CEO, Mark Eichhorn.
-MERGING MEDICAL TECHNOLOGY FIRMS BECTON, DICKSON AND BARD RECEIVE SECOND REQUEST FROM US FTC
US-based medical technology companies BD (Becton, Dickinson and company) (NYSE: BDX) and C. R. Bard, Inc. (NYSE: BCR) have each received a request for additional information from the Federal Trade Commission in connection with BD's pending acquisition of Bard, the companies said.
In April, Becton, Dickinson inked a definitive agreement under which it will acquire Bard for USD 317.00 per Bard common share in cash and stock, for a total consideration of USD 24bn. The second request was issued under notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act). This second request is a standard part of the regulatory process in connection with the FTC's review.
-INVESTOR HANA GOLF ACQUIRES BRIGGS RANCH GOLF CLUB IN TEXAS
Nebraska, US-based golf course investor Hana Golf, LLC has purchased Texas, US-based private destination course Briggs Ranch Golf Club, the company said.
With the acquisition, Briggs Ranch joins a network of private destination clubs providing full-service amenities and well-maintained golf courses primarily serving the needs of executives and corporate entities for retreats and other events. Developed in 2001, Briggs Ranch Golf Club spans a 260-acre site approximately 20 minutes west of downtown San Antonio. The property includes an 18-acre practice facility, a nationally ranked Tom Fazio-designed course, and a full-service clubhouse.
-QSI FACILITIES ACQUIRES US FACILITIES MAINTENANCE AND MANAGEMENT FIRM EMCON
Kansas, US-based facilities maintenance and construction services company QSI Facilities has acquired New Jersey, US-based facilities maintenance and management company Emcon Associates Inc. to improve service levels in facilities management, the company said.
The company said the acquisition of Emcon, which will operate as a division of QSI Facilities, will leverage combined strengths and reduce the total cost of operations. QSI Facilities serves clients in retail, food service and commercial/industrial real estate in 110,000 client locations in the US, Canada and Puerto Rico.
-PROPARK PURCHASES LOS ANGELES PARKING OPERATOR EXPRESS PARK
Connecticut, US-based parking company Propark, Inc. has acquired parking company Express Park with operations throughout Los Angeles, California, US to expand operations in the parking services marketplace, the company said
Propark said the acquisition of Express Park strengthens its footprint in the Los Angeles parking services marketplace as part of its growth strategy to purchase small to medium sized parking companies in a variety of markets across the country.
-HUB INTERNATIONAL ACQUIRES INSURANCE FIRM HENRY M MURRAY AGENCY
Chicago, US-based insurance brokerage Hub International Ltd. assets of Maryland, US-based insurance provider Henry M. Murray Agency, Inc. (HMM) to expand geographic footprint, the company said.
The company said the acquisition strengthens its industry and product expertise. Based in Annapolis, Maryland, HMM specialises in providing primarily property and casualty insurance products. David Kolb, president, HMM and Skip Shepherd, vice president, HMM, will join Hub, reporting to Norman Breitenbach, president of Hub Mid-Atlantic, a region that is part of HUB New England.
-DATA CENTRE FIRMS DIGITAL REALTY, DUPONT FABROS TO MERGE IN ALL-STOCK DEAL
California, US-based datacentre acquisition, ownership, and development firm Digital Realty (NYSE: DLR) has entered into a merger agreement with Washington, DC, US-based multi-tenant wholesale data centre managers DuPont Fabros (NYSE: DFT) in an all-stock transaction to expand product offerings, the companies said.
The fixed exchange ratio represents a total enterprise value of approximately USD 7.6bn, including USD 1.6bn of assumed debt and excluding transaction costs. Digital Realty has obtained a fully committed bridge loan facility from BofA Merrill Lynch and Citigroup, which will be available, if needed, to finance the transaction.
-WIND POINT PARTNERS ACQUIRES FLUID RECOVERY SOLUTIONS FIRM VALICOR
Chicago, US-based private equity investment firm Wind Point Partners has acquired Ohio, US-based fluid recovery solutions provider Valicor in a transaction supported by Chicago, US-based financing solutions provider Antares Capital, which served as administrative agent and joint lead arranger on a senior secured credit facility, the company said.
Wind Point said Atares helped support future growth and expansion of its current market position. Antares said supporting Wind Point Partners in their latest investment should help to capture new growth opportunities for the business. Valicor offers fluid recovery and regeneration solutions that manufacturers and producers incorporate sustainable processes.
-ATALIAN GLOBAL ACQUIRES JANITORIAL SERVICES FIRM AETNA INTEGRATED SERVICES
Facility services provider Atalian Global Services, Inc., the US division of Paris-based Atalian Group, has acquired Ohio, US-based janitorial services firm Aetna Integrated Services, Inc. to expand the services it offers, the company said.
Atalian Global Services, Inc. said that this marks the first of the second phase of targeted acquisitions in the US that the Atalian Group is committed to, following its merger with Temco Service Industries, Inc. in January 2016. The acquisition of Aetna provides both an extension of the company's US footprint and an expansion of the services it offers customers in the US.
-PERIMETER HEALTHCARE ACQUIRES BEACON CHILDREN'S HOSPITAL IN ALABAMA, USA
Atlanta, US-based behavioural healthcare company Perimeter Healthcare has acquired Alabama, US-based psychiatric hospital Beacon Children's Hospital to expand healthcare platform, the company said.
North Carolina, US-based middle market buyout and growth equity investor Ridgemont Equity Partners is the financial sponsor of Perimeter. Perimeter Healthcare said the acquisition enables it to expand its critical behavioural health services beyond Arkansas, Tennessee and Missouri to meet the demand for mental and behavioural healthcare services in the state.
-WORLEY CLAIMS SERVICES ACQUIRES ADJUSTING SERVICES FIRM APEX ACQUISITION
Louisiana, US-based insurance claims services provider Worley Claims Services, LLC has acquired Massachusetts, US-based loss adjusting services company Apex Claims Service of New England, LLC to boost commercial claims services platform, the company said.
Worley said Apex offers a strong platform to support Worley's continued growth in the Northeast. This acquisition enhances Worley's ability to service clients. The agreement with Apex is Worley's fifth acquisition since 2015. Worley provides property, auto, and casualty claims adjustment services and staffing solutions to national and regional insurance companies, MGAs, TPAs, self-insured corporations, as well as clients in the federal/state government sector.
-NEST SEEKERS ACQUIRES NEW JERSEY, USA PROPERTY SELLER CHELSEA REALTY
New Jersey, US-based real estate services firm Nest Seekers International has acquired New Jersey, US-based realtor Chelsea Realty to expand top tier real estate services, the company said. Nest Seekers said the acquisition of Chelsea Realty was a natural progression given the growth the company has seen in New Jersey.
The Hoboken, New Jersey based office will be the hub for luxury, water-adjacent communities, known as New Jersey's Gold Coast. Nest Seekers' average list price in Gold Coast markets is USD 1,082,588.80.
-MAXIM CRANE COMPLETES ACQUISITION OF COAST CRANE FROM ESSEX RENTAL
Pennsylvania, US-based lifting solutions business Maxim Crane Works, L.P. has finalised the acquisition of Seattle, US-based crane rental and lift solutions company Coast Crane Company from Illinois, US-based mobile crane provider Essex Rental Corp. (OTC: ESSX) to strengthen presence on the West Coast, US, the company said.
Crunchbase reported terms of the transaction were not disclosed. The transaction, previously announced on April 20, 2017, was approved by the stockholders of Essex. The acquisition was funded with the proceeds of an offering of second-priority senior secured notes due 2024 issued by an affiliate of Maxim. Maxim said its acquisition of Coast enhances its full-service, nationwide crane rental and lifting solutions platform and expands its operations in crane rental markets.
-SURF AIR ACQUIRES US AVIATION STARTUP RISE
California, US-based air-travel membership company Surf Air has acquired Texas, US-based aviation startup RISE to consolidate presence in California and Texas and establish the number of weekly flights to 445 across 17 destinations, the company said.
As part of the agreement, the RISE brand will transition to Surf Air and a new fleet of Surf Air aircrafts will be brought to Texas to fly the scheduled RISE routes between Dallas, Austin, Houston and San Antonio. Surf Air's corporate and operational headquarters will remain in California, maintaining a significant presence in Dallas. Rise's founder is expected to serve as president of the company's Texas region.
-CBRE GROUP TO ACQUIRE MAJORITY INTEREST IN CALEDON CAPITAL MANAGEMENT TO EXPAND INVESTMENT PROGRAMMES
Los Angeles, US-based investment firm CBRE Group, Inc. (NYSE: CBG) has agreed to acquire a stake in Toronto, Canada-based investment management business Caledon Capital Management Inc. to expand infrastructure and private equity investment programs, the company said.
Upon closing, Caledon will be renamed CBRE Caledon Capital Management Inc. and will operate as a separate business unit under CBRE's independently operated investment management subsidiary, CBRE Global Investors.
-GEA TECHNOLOGIES TO MERGE WITH COLORADO, USA CANNABIS FIRM DROPLEAF
Canada-based technology company GEA Technologies Ltd. (NEX: GEA.H) and Colorado, US-based cannabis licensor DropLeaf LLC, have signed a letter of intent (LOI) for a proposed merger of their businesses, the companies said.
No terms were disclosed. In addition to approximately USD 500,000 of working capital that the combined entity will have at the time of closing, DropLeaf may conduct an equity financing of up to USD 1m by way of a private placement with the completion of the proposed transaction. Under the proposed merger, GEA would acquire all outstanding shares of DropLeaf in exchange for shares of GEA.
-LYND ACQUIRES 11-MULTIFAMILY PROPERTY PORTFOLIO IN TEXAS, USA
Texas, US-based integrated real estate platform Lynd has acquired an 11-property portfolio of Texas, US-based multifamily properties with 2,405 units, the company said.
Lynd partnered with a global private equity firm to capitalise the transaction. This portfolio consists of eleven properties with 2,405 units with an average vintage of 2005. The business plan centres on improving the neglected aspects of the various properties, improving operations and increasing rents to perform in-line with, or better than, market standards.
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|Publication:||M & A Navigator|
|Date:||Jun 12, 2017|
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