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M and A Navigator: Deal pipeline -8 August.

M2 EQUITYBITES-August 8, 2017-M and A Navigator: Deal pipeline -8 August

(C)2017 M2 COMMUNICATIONS http://www.m2.com

The following is a list of deals covered in detail by M and A Navigator this week:

-DFS FURNITURE TO ACQUIRE UK SOFA RETAILER SOFOLOGY

UK-based furniture retailer DFS Furniture plc (LSE: DFS) has exchanged contracts to acquire all the outstanding share capital of UK-based specialist sofa retailer Sofology Ltd. for an initial enterprise value of GBP 25m (USD 32.62m), the company said.

The price is subject to a potential further earn-out payment. The acquisition is subject to regulatory approval. Sofology is a specialist sofa retailer with a network of 37 stores in the UK which together with a strong web presence offers customers a technology-led omni-channel proposition. DFS Furniture said the acquisition will further broaden the group's appeal to customers, through Sofology's distinctive consumer proposition, and as part of the group's portfolio of strong furniture brands.

Status: Agreed

-NON-STANDARD FINANCE TO ACQUIRE UK GUARANTEED LOAN SPECIALIST GEORGE BANCO FOR GBP 53.5M

UK-based non-standard consumer finance company Non-Standard Finance plc (LSE: NSF) has agreed to acquire UK-based finance company George Banco, the company said.

The price is GBP 53.5m (USD 69.81m) in cash. Having launched in April 2014, George Banco has grown to become the number two player in the UK's growing guaranteed loans market, with a total net loan book of approximately GBP 30m. Together with TrustTwo, the group had a combined guaranteed loan book of around GBP 40m as at 30 June 2017, representing approximately 20% of the enlarged group total.

Status: Agreed

-VIPERA CLOSES EUR 1.3M ACQUISITION OF SPANISH SOFTWARE FIRM SOFTTELECOM

UK-based mobile financial services and digital customer engagement solutions provider Vipera plc (AIM: VIP) has closed the acquisition of Spanish software solutions firm SoftTelecom Desarrollos I Mas D S.L., the company said. The company acquired SoftTelecom for a consideration of EUR 1.3m (USD 1.54m) of which EUR 250,000 is subject to retentions to be released over two years.

Vipera has also received applications to subscribe for 40m new ordinary shares in Vipera to raise EUR 2.5m before expenses at a price of 5.5540 pence per subscription share, the company said. Founded in 2005 and based in Madrid, SoftTelecom is a software solutions house, serving clients in the banking, payment service provider including real time payments and telecommunication fields with solutions primarily focused around payment technology and point of sale developments.

Status: Closed

-SAGE GROUP CLOSES USD 850M ACQUISITION OF CLOUD FINANCIAL MANAGEMENT SOLUTIONS FIRM INTACCT

UK-based enterprise software company The Sage Group plc (LSE: SGE) has closed the acquisition of North American cloud financial management solutions provider Intacct Corp., the company said. The total consideration is USD 850m, paid in cash and rolled over Sage options.

Intacct is headquartered in San Jose, California, and serves thousands of businesses in the North American scale-up and enterprise markets4, both directly and through a network of partners. The company has a three-year revenue CAGR in excess of 33%5, with current annualised recurring revenues of USD 96m and revenues in the twelve months to June 2017 of USD 88m, over 90% of which is subscription based.

Status: Closed

-WYNDHAM WORLDWIDE TO SPLIT HOTEL, TIMESHARE BUSINESSES

US-based hospitality company Wyndham Worldwide (NYSE: WYN) plans to spin off the company's hotel business resulting in two separate, publicly traded companies, the company said.

Wyndham Hotel Group, with headquarters in Parsippany, New Jersey, will become a new, publicly traded pure-play hotel company with a portfolio of renowned brands. The timeshare business, Wyndham Vacation Ownership, with headquarters in Orlando, Florida, will be the world's largest publicly traded timeshare company and will be joined with Wyndham Destination Network, home to RCI, the world's largest timeshare exchange company.

Status: Agreed

-GOLDCORP CLOSES ACQUISITION OF REMAINING SHARES OF EXETER RESOURCE AND ITS CHILEAN MINE

Canadian gold producer Goldcorp Inc (TSX: G) (NYSE: GG) has closed an agreement with Chile-focused miner Exeter Resource Corp. (TSX: XRC) (NYSE MKT: EXB) under which Goldcorp has acquired all of the common shares of Exeter not already owned by Goldcorp or its affiliates by way of a plan of arrangement, the company said.

In April, Goldcorp formally launched an offer to acquire all of the issued and outstanding shares of Exeter. This followed an agreement in March, when companies entered into a definitive arrangement agreement pursuant to which Goldcorp has agreed to acquire, by way of a plan of arrangement all of the issued and outstanding shares of Exeter.

Status: Closed

-MANAGEMENT TEAM BACKED BY TRIVEST PARTNERS BUYS PRINT TECHNOLOGY FIRM NOVACOPY

US-based print technology company NovaCopy has been acquired by its current senior management team with equity financing provided by private investment firm Trivest Partners, LP, the company said. Founded in 1999, NovaCopy has 11 locations with revenues of USD 80m in 2016.

NovaCopy has acquired three companies in the past eight months with seven potential acquisitions, in various stages, currently underway. As part of the recapitalisation, NovaCopy provided cash bonuses to long-term employees, which was used by the current NovaCopy senior management team along with equity from Trivest to buy the business from the selling shareholders.

Status: Closed

-TRONOX TO SELL ALKALI CHEMICALS BUSINESS TO GENESIS ENERGY FOR USD 1.325BN IN CASH

US-based chemical company Tronox Ltd. (NYSE: TROX) has signed a definitive agreement to sell its Alkali Chemicals business to US-based midstream energy master limited partnership Genesis Energy, L.P. (NYSE: GEL) for USD 1.325bn in cash, the company said.

The transaction is expected to close in the second half of 2017, subject to customary regulatory approvals and closing conditions. Alkali Chemicals is the world's largest producer of natural soda ash with its mining and processing facilities located in Green River, Wyoming. Its products are used in glass manufacturing, detergents, baked goods, animal nutrition supplements, pharmaceuticals, and other essential products.

Status: Agreed

-FOSUN, NANJING NANGANG JV CLOSES ACQUISITION OF GERMAN AUTOMOTIVE SUPPLIER KOLLER BETEILIGUNGS

Chinese holding company Fosun and its joint venture partner Nanjing Nangang Iron and Steel United Co. Ltd. has completed the acquisition of a majority stake in German lightweight automotive specialist Koller Beteiligungs GmbH, the company said.

This is the first overseas investment for Nanjing Nangang and the first overseas industrial investment in the automotive industry for Fosun. Koller owns production facilities in Germany, Hungary and Mexico. It produces injection molding composite parts and pressing tools, including the PUR-honeycomb sandwich panels for major European automotive companies, such as Volkswagen, Audi, BMW, Mercedes and Land Rover.

Status: Closed

-IMPACT GROUP ACQUIRES TEXAS GROCERY MARKETING SPECIALIST PERFOMANCE SALES AND MARKETING

US-based sales and marketing agency Impact Group has acquired Texas, US-based sales and marketing agency Performance Sales and Marketing, the company said.

Impact Group is owned by CI Capital Partners, a New York-based private equity firm, and Impact Group's management. Performance is a specialist in grocery marketing by delivering consistent value to manufacturers and customers.

Status: Closed

-VC FIRM MISSIONOG EXITS CLOUD COMPUTING ANALYTICS PROVIDER CLOUDAMIZE WITH SALE TO CLOUDREACH

US-based venture capital firm MissionOG has exited US-based cloud computing analytics company Cloudamize following the completion of an acquisition by cloud enabler Cloudreach, the firm said. Together the companies provide software and services for the migration and management of cloud infrastructure.

Cloudamize is a technology platform that can automate in-depth cloud infrastructure data collection and analytics. MissionOG has invested in 15 companies since its founding in 2012. The firm invests in technology and software-related B2B businesses with a specific focus on financial services, payments, SaaS, and data platforms.

Status: Closed

-GRUBHUB TO ACQUIRE RESTAURANT DELIVERY BUSINESS FROM YELP FOR USD 287.5M IN CASH

US-based online and mobile food ordering company Grubhub Inc. (NYSE: GRUB) has agreed to acquire the Eat24 business from US-based local business consumer review site Yelp Inc. (NYSE: YELP), the company said. As part of the agreement, Yelp will integrate online ordering from all Grubhub restaurants onto its local goods and services platform.

Together, Grubhub and Eat24 will form the largest network of restaurants offering online and mobile food ordering in the United States. Diners will have the ability to discover and order from approximately 75,000 great local restaurants through either Grubhub's or Yelp's interface.

Status: Agreed

-STRAIGHT PATH COMMUNICATIONS WINS SHAREHOLDER NOD FOR USD 184/SHARE VERIZON BUYOUT

Shareholders of Virginia, US-based wireless company Straight Path Communications Inc. (NYSE MKT: STRP) have approved the company's deal to be acquired by US-based Verizon Communications Inc. (NASDAQ: VZ) for USD 184.00 per share, reflecting an enterprise value of approximately USD 3.1bn, the company said.

In making the deal with Verizon, Straight Path nixed a definitive agreement it announced on 9 April 2017 to be acquired by US-based AT/T (NYSE: T). As part of the all-stock deal with Verizon, Verizon will pay on behalf of Straight Path a termination fee of USD 38m to AT/T.

Status: Agreed

-TRAVELERS CLOSES ACQUISITION OF UK INSURER SIMPLY BUSINESS FROM AQUILINE CAPITAL

US-based insurance provider The Travelers Companies, Inc. (NYSE: TRV) has closed the acquisition of UK-based insurance company Simply Business from US-based Aquiline Capital Partners LLC to advance the company's digital media agenda, the company said.

This deal was announced in March. The enterprise value of the acquisition is approximately USD 490m, which includes the repayment of debt and other obligations at closing. Travelers said it will fund the transaction through a combination of debt financing and internal resources. The transaction is expected to have an insignificant impact on Travelers' 2017 and 2018 earnings per share. Simply Business has more than 425,000 microbusiness customers, covering more than 1,000 classes of business.

Status: Closed

-TREMOR VIDEO SELLS BUYER PLATFORM TO UK MOBILE AD TECHNOLOGY FIRM TAPTICA

US-based video monetisation software company Tremor Video (NYSE: TRMR) has sold its buyer platform to UK-based mobile advertising technology platform Taptica International, Ltd (AIM: TAP) for total consideration of USD 50m, the company said.

Tremor Video said it is now a fully programmatic self-service platform for premium video partners. The deal focuses resources to further expand the company's leadership position in Connected TV and OTT. Tremor added that the sale provides additional capital for strategic international investment across global sell side portfolio, and eliminates any perceived friction with third party demand partners.

Status: Closed

-PERMIRA FUNDS TO SELL DRIP IRRIGATION SPECIALIST NETAFIM TO MEXICHEM FOR USD 1.895BN

A company backed by funds of US-based investment firm Permira has entered into a definitive agreement to sell Israeli agricultural drip and micro-irrigation solutions provider Netafim, Ltd.to Mexico-based PVC pipe maker Mexichem, S.A.B. de C.V. (BMV: MEXCHEM) in an all-cash transaction for USD 1.895bn, the firm said.

Mexichem will acquire 80% of Netafim while Kibbutz Hatzerim, the founder, will retain the remaining 20%. Since being acquired by the Permira funds in 2011, Netafim has undergone a period of growth and transformation, which included focusing on the core irrigation business and significantly enhancing its capabilities to deliver complete solutions to customers.

Status: Agreed

-XELLA INTERNATIONAL BUYS SPANISH INSULATION PROVIDER URSA

European building materials provider Xella International GmbH has acquired Spanish insulation provider URSA from its shareholders, including funds managed by KKR as majority owners, the company said.

Headquartered in Madrid and with turnover of around EUR 450m, URSA is one of the major insulation providers in Europe, focused on mineral wool and extruded polystyrene as solutions for insulating residential and non-residential buildings, both new and those being renovated.

Status: Closed

-METLIFE COMPLETES SPIN-OFF OF BRIGHTHOUSE FINANCIAL

US-based insurer MetLife, Inc. (NYSE: MET) has completed the spin-off of Brighthouse Financial, Inc. (NASDAQ: BHF), creating two independent, publicly-traded companies, the company said.

Under the terms of the separation, MetLife, Inc. common shareholders received a distribution of one share of Brighthouse Financial, Inc. common stock for every 11 shares of MetLife, Inc. common stock they held as of the July 19, 2017 record date. MetLife, Inc. (NYSE: MET), through its subsidiaries and affiliates, is a financial services company, providing insurance, annuities, employee benefits and asset management to help its individual and institutional customers navigate their changing world.

Status: Closed

-DAVIDSON KEMPNER CLOSES ACQUISITION OF US SHOPPING CENTRE OPERATOR DEVONSHIRE OPERATING PARTNERSHIP

Affiliates of institutional investment management firm Davidson Kempner Capital Management LP have closed the acquisition of US-based shopping centre operator Devonshire Operating Partnership, the firm said.

Devonshire Operating Partnership, LP, through its subsidiaries, owns 32 community and neighbourhood shopping centres with approximately 4m square feet of gross leasable area and is controlled by Devonshire REIT, Inc.

Status: Closed

-SUPERIOR COURT OF QUEBEC CLEARS RAYONIER-TEMBEC TIE-UP

The Quebec Superior Court has issued a final order approving US-based high purity cellulose supplier Rayonier Advanced Materials Inc.'s (NYSE: RYAM) pending acquisition of Canada-based forest products manufacturer Tembec Inc. (TSX: TMB), the companies said.

The transaction has already received clearance from Germany's Federal Cartel Office, and the United States Department of Justice and the Federal Trade Commission have notified Rayonier Advanced Materials and Tembec that the Hart-Scott-Rodino premerger notification waiting period was terminated. Applications for clearance from the applicable regulatory authorities in Canada and China, respectively, are pending. Subject to obtaining other necessary approvals, as well as the satisfaction or waiver of the conditions to the transaction, it is expected that the transaction will be completed in 4Q17.

Status: Agreed

-PROMISE HOMES ACQUIRES USD 22M PORTFOLIO OF SINGLE-FAMILY HOMES IN ATLANTA AREA

Newly-formed US single-family residential rental property asset manager The Promise Homes Co has launched with USD 130m in initial funding from private investors and has closed its first acquisition, the company said.

Founded by social entrepreneur and businessman John Hope Bryant, Promise Homes has established an innovative business model that seeks to provide residents with quality housing at affordable prices as well as free financial and economic support services through a contract with Operation HOPE, the non-profit, global provider of financial dignity education and economic empowerment programmes.

Status: Closed

-CAPTEK SOFTGEL INTERNATIONAL ACQUIRES J+D LABS PHARMA MANUFACTURING

California, US-based private equity firm Swander Pace Capital (SPC) portfolio company Captek Softgel International, Inc., a dietary supplement manufacturer, has acquired California, US-based J+D Labs Pharma Manufacturing, Inc. as part of SPC's focus on vitamin, mineral and supplement firm, the company said.

Captek Softgel International is a portfolio company of Swander Pace Capital, and the acquisition of J+D Labs is a continuation of SPC's focus on investing in and growing industry-leading vitamin, mineral, and supplement companies. Captek said this union would result in a greater diversity of offerings and services within the supplement channel.

Status: Closed

-ROHATYN GROUP TO ACQUIRE GMO RENEWABLE RESOURCES TO EXPAND GLOBAL FOOTPRINT TO 18 LOCATIONS

New York, US-based asset management firm The Rohatyn Group (TRG), has agreed to acquire forest and agricultural investment firm GMO Renewable Resources LLC (GMORR) from investment management firm Grantham, Mayo, Van Otterloo and Co. (GMO) GMORR principals, the company said.

TRG is a joint venture of GMO and GMORR principals. Under the agreement, the team from GMORR is expected to move, intact, to TRG. GMO, which currently owns 51% of the GMORR joint venture will retain its investments in funds managed by GMORR.

Status: Agreed

-PERSHING SQUARE ACQUIRES MINORITY STAKE IN HR SOFTWARE FIRM ADP

New York, US-based hedge fund manager Pershing Square Capital Management, L.P. has acquired an 8.0% stake in US-based software firm ADP (NASDAQ: ADP), the company said. ADP is an American provider of human resources management software and services.

Terms of the transaction were not disclosed. ADP's stock has hovered around USD 110, and the company's market cap is around USD 50m. The acquisition of a percentage of ADP is Pershing Square's largest investment. Pershing Square said it believes there is opportunity to improve the operating performance of ADP by accelerating growth, improving the quality of ADP's software and service offerings, reducing operating costs, and increasing efficiency.

Status: Closed

-ACCENTURE ACQUIRES UK MARKETING AND SALES CONSULTANCY BRAND LEARNING

Chicago, US-based professional services company Accenture (NYSE: ACN) has acquired UK-based marketing and sales consultancy Brand Learning, the company said.

Brand Learning's advisory team will be combined with Accenture's customer and channels management consulting and industry experts. Accenture said its acquisition of Brand Learning, with its track record in building client capabilities in marketing and sales strategy and organisation change, will further enable the company to help clients deliver more integrated customer experiences across the organisation to drive and manage that business growth.

Status: Closed

-ACCENTURE ACQUIRES SEARCH TECHNOLOGIES TO SUPPORT GROWTH IN AI

Irish professional services company Accenture (NYSE: ACN) has acquired Virginia, US-based technology services firm Search Technologies to generate insights that drive business outcomes through the application of artificial intelligence technology, the company said.

Search Technologies joins the existing community of data scientists and engineers within Accenture Analytics and will focus on developing and industrialising solutions that make unstructured content from social media to video to voice and audio searchable to support data discovery, analytics and large-scale reporting.

Status: Closed

-BESYATA INVESTMENT, SCHARF GROUP ACQUIRE 675-UNIT ARBOR VISTA MULTI-FAMILY PORTFOLIO FOR USD 90M

New York, US-based single family offices Besyata Investment Group and The Scharf Group have acquired the 675-unit Washington, DC, US-based Arbor Vista for USD 90m, the company said.

Besyata and Scharf Group said they plan to add value to the communities by modernising amenities and gradual unit renovations. Besyata and Scharf Group recently closed on a USD 74m 1,033-unit multifamily portfolio in Georgia, US. BH Management, Besyata's property manager of 70,000 apartments in 23 states, will oversee the day-to-day property management and leasing.

Status: Closed

-CHASE PROPERTIES ACQUIRES FT MAGNOLIA SQUARE SHOPPING CENTRE IN LOUISIANA, USA

Ohio, US-based shopping centre owner and operator Chase Properties Ltd. has acquired Louisiana, US-based Magnolia Square, an approximately 242,000 square foot shopping centre in a sale brokered by HFF, the company said.

Magnolia Square is Chase Properties' first property in Louisiana, as the company continues to expand geographically by acquiring high quality shopping centres in secondary and tertiary markets. Chase Properties Ltd is a full-service owner and operator of shopping centres located in 17 States throughout the Midwest, Southern and Eastern US.

Status: Closed

-URSTADT BIDDLE PROPERTIES ACQUIRES 31% EQUITY INTEREST IN NEW JERSEY SHOPPING CENTRE

Connecticut, US-based real estate investment trust Urstadt Biddle Properties Inc. (NYSE: UBA) (NYSE: UBP) has acquired a 31.4% equity interest in a new entity that owns the New Jersey, US-based Washington Commons Shopping Centre from the regional real estate developer that originally developed the property, the company said.

The transaction was structured as a DownREIT partnership whereby the seller received a combination of cash and operating partnership units in a new entity formed to purchase the property. UBP's initial equity in the DownREIT was approximately USD 3.9m, which represented an approximate 31.4% equity interest.

Status: Closed

-DIGICERT TO ACQUIRE WEBSITE SECURITY /PKI SOLUTIONS OF CYBERSECURITY FIRM SYMANTEC

Utah, US-based SSL-certification authority DigiCert Inc. has agreed to acquire the website security and related PKI solutions of California, US-based cyber security company Symantec Corp. (NASDAQ: SYMC) in a cash and equity transaction, the company said.

Under the terms of the agreement, Symantec will receive approximately USD 950m in upfront cash proceeds and approximately a 30% stake in the common stock equity of the DigiCert business at the closing of the transaction. The addition of Symantec's website security solutions to DigiCert's offerings will provide customers with an enhanced technology platform, customer support and innovations.

Status: Agreed

-REALPAGE TO ACQUIRE US PROPERTY LEASING PLATFORM ON-SITE MANAGER FOR USD 250M

Texas, US-based real estate software and data analytics provider RealPage, Inc. (NASDAQ: RP) has agreed to acquire the assets of California, US-based leasing platform On-Site Manager, Inc. for approximately USD 250m in an all-cash transaction, the company said.

On-Site is expected to generate approximately USD 50m in revenue for calendar year 2017, growing 15% compared to unaudited 2016 results. On-Site is expected to generate USD 9.0m in adjusted EBITDA for calendar year 2017. The completion of the acquisition remains subject to certain standard conditions, including the completion of regulatory review.

Status: Agreed

-SIERRA WIRELESS TO ACQUIRE IOT SOLUTIONS FIRM NUMEREX IN USD 107M DEAL

Canada, US-based wireless communications equipment designer and manufacturer Sierra Wireless, Inc. (NASDAQ: SWIR) (TSX: SW) has agreed acquire Georgia, US-based IoT solutions provider Numerex Corp. (NASDAQ: NMRX) in a stock-for-stock merger transaction, the company said.

The transaction is valued at approximately USD 107m based on Sierra Wireless' closing stock price on August 1, 2017 of USD29.65 per share and represents a premium of 17.5% to Numerex's 20-day average share price. Under the terms of the deal, Numerex shareholders will receive 0.18 common shares of Sierra Wireless for each share of Numerex common stock. Upon completion of the transaction, Numerex will become a subsidiary of Sierra Wireless and Numerex shareholders will own approximately 10% of the common shares of Sierra Wireless.

Status: Agreed

-IMTT TO ACQUIRE EPIC MIDSTREAM IN DEAL VALUED AT USD 171.5M

New Orleans, US-based International-Matex Tank Terminals (IMTT) has agreed to acquire US-based midstream energy company Epic Midstream from affiliates of White Deer Energy and Blue Water Energy to increase jet fuel storage and handling capabilities, the company said.

The transaction values Epic at USD 171.5m, and is expected to close in 3Q17. This acquisition is being funded by IMTT parent, Macquarie Infrastructure Corp. (NYSE: MIC), with the issuance of USD 125.0m in new MIC shares to the sellers and USD 46.5m in cash including with drawings on IMTT's revolving credit facility.

Status: Agreed

-PIN OAK ENERGY PARTNERS CLOSES ACQUISITION OF OHIO/PENNSYLVANIA OI AND GAS ASSETS

Ohio, US-based energy company Pin Oak Energy Partners LLC announces that it has finalised the acquisition of oil and gas assets in six counties in Ohio and Pennsylvania, US from an undisclosed seller, the company said.

The oil and gas assets are located in Trumbull, Tuscarawas and Mahoning Counties in Ohio and Mercer, Crawford and Venango Counties in Pennsylvania, and include 10 producing Utica/Point Pleasant wells, three drilled and completed wells waiting on pipeline, 22 miles of midstream gathering pipeline infrastructure, five-acre field office with yard and 283 leases covering more than 7,700 acres.

Status: Closed

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Date:Aug 8, 2017
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