The weekly wrap: Bristow, Penn National, SAP

Target Acquirer Value ($millions) Synopsis Johnson Controls International PLC-Power Solutions Business Investor Group 13,244.0 An investor group, comprising Brookfield Business Partners LP and Caisse De Depot Et Placement Du Quebec of Canada, definitively agreed to acquire the Power Solutions Business (PSB) of Johnson Controls International PLC, a Cork-based manufacturer of ventilation equipment, automotive batteries, and energy storage products, for about $13.244 billion in cash. Originally, in March 2018, Johnson announced that it was seeking a buyer for its PSB, with Apollo Global Management, Brookfield Asset Management and Onex Corp were named as potential bidders. Qualtrics International Inc SAP SE 8,000.0 SAP SE of Germany definitively agreed to acquire the entire share capital of Qualtrics International Inc, a Provo-based developer of experience management software, for $8 billion in cash. Finisar Corp II-VI Inc 3,058.8 II-VI Inc definitively agreed to acquire the entire share capital of Finisar Corp, a Sunnyvale-based manufacturer of semiconductors and related device, for $3.059 billion. II-VI Inc offered $15.6 in cash and 0.221 common share per Finisar common share. Based on II-VI Inc’s closing stock price of $46.88 on 8 November 2018, the last full trading day prior to the announcement, each share was valued at $25.998. Upon completion of the deal, II-VI Inc and Finisar would respectively own 69% and 31% of the combined entity. Schwan’s Co CJ Foods DE Corp 2,181.9 CJ Foods DE Corp, a unit of CJ Foods Corp, ultimately owned by CJ CheilJedang Corp, acquired the entire share capital of Schwan’s Co, a Marshall-based producer and wholesaler of frozen foods, for $2.182 billion. The consideration would consist of $1.846 billion in cash and the issuance of CJ Foods DE shares valued at $336 million. Originally, in December 2017, Schwan’s was rumored to be seeking a buyer for the company, with CJ CheilJedang and Charoen Pokphand Foods PCL were named as potential bidders. AstraZeneca PLC-Synagis US Rights Swedish Orphan Biovitrum AB 1,944.6 Swedish Orphan Biovitrum AB (Sobi) of Sweden agreed to acquire the US rights to Synagis of AstraZeneca PLC, a Cambridge-based pharmaceutical preparation manufacturer, for $1.945 billion. The consideration would consist of $1 billion in cash, the issuance of 24.193 million new Sobi ordinary shares, valued at $474.62 million and up to $470 million in profit-related payments. The shares were valued based on Sobi’s closing stock price of $19.618 on 12 November 2018, the last full trading day prior to the announcement. Apptio Inc Vista Equity Partners LLC 1,918.0 Vista Equity Partners LLC definitively agreed to acquire the entire share capital of Apptio Inc, a Bellevue-based software publisher, for $38 in cash per share or a total of $1.918 billion via a leveraged buyout transaction. Tahoe Resources Inc Pan American Silver Corp 1,287.7 Pan American Silver Corp of Canada definitively agreed to acquire the entire share capital of Tahoe Resources Inc, a Reno-based silver, zinc, gold and metal mining company, via a stock swap transaction valued at $1.288 billion. The consideration would consist of a choice of $3.4 in cash per share and up to $221 million in profit-related payments or 0.2403 common shares per Tahoe share and up to $221 million in profit-related payments, subject to proration whereby maximum cash consideration was to be paid in $275 million and issuance of 56 million common shares. The shares were valued based on Pan American’s closing stock price of CAD 18.71 (USD 14.138) on 13 November 2018, the last full trading day prior to the announcement. Upon completion of the deal, Pan American and Tahoe would respectively own 68% and 32% of the combined entity. Ashland Global Holdings Inc-Composites Business Ineos Enterprises Ltd 1,100.0 INEOS Ltd’s unit Ineos Enterprises Ltd of the UK definitively agreed to acquire the composites business of Ashland Global Holdings Inc, a Covington-based adhesives manufacturer, for about $1.1 billion. The transaction would include Ashland’s butanediol manufacturing facility in Marl, Germany. Sonneborn LLC HollyFrontier LSP Holdings LLC 655.0 HollyFrontier Corp’s unit HollyFrontier LSP Holdings LLC definitively agreed to acquire the entire share capital of Sonneborn LLC, a Parsippany-based chemical products manufacturer, for $655 million from One Equity Partners LLC, ultimately owned by OEP Parent LLC. The transaction would include all the other operating subsidiaries of Sonneborn, including Sonneborn US Holdings Inc and Sonneborn Cooperatief UA. Columbia Helicopters Inc Bristow Group Inc 560.0 Bristow Group Inc definitively agreed to acquire the entire share capital of Columbia Helicopters Inc, an Aurora-based helicopters manufacturer, for $560 mil. Diageo PLC-Liquor Brands(19) Sazerac Co Inc 550.0 Sazerac Co Inc agreed to acquire 19 liquor brands of Diageo PLC, a London-based producer and wholesaler of alcoholic beverages, for a total of $550 million. Originally, in May 2018, Diageo was rumored to be seeking a buyer for its liquor brand portfolio. International Speedway Corp National Association for Stock Car Racing Inc 478.0 National Association for Stock Car Racing Inc plans to launch a tender offer for the 25.8% remaining stake or 24.443 million class A common shares and 19.664 million class B common shares it does not already own in International Speedway Corp, a Daytona Beach-based provider of motorsports promotion and marketing services, for $42 in cash per share or a total of $477.951 million via an unsolicited offer. Target Logistics Management LLC Platinum Eagle Acquisition Corp 405.0 Platinum Eagle Acquisition Corp definitively agreed to merge with Target Logistics Management LLC, a commercial building constructor in The Woodlands-based, for about $405 million from Algeco Scotsman Inc, ultimately owned by TDR Capital LLP. The consideration would include an estimated $325 million in cash and $80 million in common shares. The transaction would also include RL Signor Holdings LLC. Nuance Communications Inc-Document Imaging Division Kofax Ltd 400.0 Lexmark International Inc’s unit Kofax Ltd definitively agreed to acquire the Document Imaging division of Nuance Communications Inc, a Burlington-based provider of speech and imaging applications, for $400 million in cash. Originally, in November 2018, Kofax was rumored to be planning to acquire its Document Imaging unit. Eastman Kodak Co-Flexographic Packaging Division Montagu Private Equity LLP 375.0 Montagu Private Equity LLP of the UK definitively agreed to acquire the flexographic packaging division of Eastman Kodak Co, a Rochester-based manufacturer of photographic and photocopying equipment, for about $375 million via a leveraged buyout transaction. The consideration would include up to $35 million in profit-related payments. Farelogix Inc Sabre Corp 360.0 Sabre Corp agreed to acquire Farelogix Inc, a Miami-based provider of online air travel ticket services, for about $360 million. Greektown Casino LLC-Operating Assets Penn National Gaming Inc 300.0 Penn National Gaming Inc definitively agreed to acquire the operating assets of Greektown Casino LLC, a Detroit-based owner and operator of casino owned by Jack Entertainment LLC, for about $300 million. Astronics Corp-Semiconductor System Level Test Business Advantest Corp 215.0 Advantest Corp of Japan definitively agreed to acquire the Semiconductor System Level Test business of Astronics Corp, an East Aurora-based manufacturer of lighting, power generation, controls and distribution systems, for $215 million. The consideration would consist of $185 million in cash and up to $30 million in profit-related payments. Avenue Therapeutics Inc InvaGen Pharmaceuticals Inc 215.0 Cipla (EU) Ltd’s unit InvaGen Pharmaceuticals Inc definitively agreed to acquire the entire share capital of Avenue Therapeutics Inc, a New York City-based pharmaceutical preparations manufacturer, for $215 million in cash. Reliance Bancshares Inc Simmons First National Corp 171.6 Simmons First National Corp definitively agreed to merge with Reliance Bancshares Inc, a Des Peres-based commercial bank, for $171.58 million via a stock swap transaction. The consideration would consist of $62.7 million in cash and the issuance of 4 million Simmons common shares valued at $108.88 million. The shares were valued based on Simmons’ closing stock price of $27.22 on 12 November 2018, the last full trading day prior to the announcement. Meredith Corp-FORTUNE Media Brand Fortune Media Group Holdings Ltd 150.0 Fortune Media Group Holdings Ltd agreed to acquire the Fortune media brand of Meredith Corp, a Des Moines-based periodical publisher, for $150 million in cash. Originally, in March 2018, Meredith was rumored to be seeking a buyer for its Fortune media brand. American Midstream Partners LP-Refined Products Terminals Business Sunoco LP 125.0 Sunoco LP definitively agreed to acquire the refined products terminals business of American Midstream Partners LP, a Houston-based pipeline transportation services of natural gas, for about $125 million in cash. Amimon Inc Vitec Group PLC 55.0 Vitec Group PLC of the UK acquired Amimon Inc, a San Jose-based manufacturer of audio and video equipment, for $55 million in cash. National Farmers Union Property & Casualty Co National General Holdings Corp 43.0 National General Holdings Corp agreed to acquire National Farmers Union Property & Casualty Co, a Greenwood Village-based direct life insurance carrier, from QBE Insurance Group Ltd for about $43 mil. iPass Inc Pareteum Corp 21.9 Pareteum Corp definitively agreed to launch a tender offer for the entire share capital of iPass Inc, a Redwood Shores-based provider of data processing and hosting services, for $21.901 million via a stock swap transaction. Pareteum offered 1.17 common shares for every iPass common share held. The shares were valued based on Pareteum’s closing stock price of $2.22 on 9 November 2018, the last full trading day prior to the announcement. The transaction was conditional upon at least a majority of iPass common shares being tendered. Upon completion of the deal, iPass’ common shares will be delisted from NASDAQ and OTC. Black Box Corp AGC Networks Pte Ltd 16.5 AGC Networks Ltd’s unit AGC Networks Pte Ltd of Singapore definitively agreed to acquire the entire share capital of Black Box Corp, a Lawrence-based wireless telecommunications carrier, for $16.453 million. International Energy Corp-Snake River Oil & Gas Assets,OK SNR Oklahoma Operating LLC 14.0 SNR Oklahoma Operating LLC acquired the Snake River oil & gas assets of International Energy Corp, a Tulsa-based producer of crude petroleum and natural gas ultimately owned by Austex Oil Ltd, for about $14 million. Originally, in March 2018, Austex announced that it was seeking a buyer for its Snake River assets. Welltower Inc-ManorCare Health Services Rehabilitation Center Paradox Kenosha Property LLC 5.8 Paradox Kenosha Property LLC acquired the ManorCare Halth Services rehabilitation center of Welltower Inc, a Toledo-based real estate investment trust, for $5.8 mil. Modern Precision Technology Inc Broadway Mold Co Ltd 1.6 Shanghai Yongli Belting Co Ltd’s unit Broadway Mold Co Ltd of Hong Kong acquired an 82% stake in Modern Precision Technology Inc, a manufacturer of special tools and fixtures, for $1.64 mil. Operation Sports LLC Enthusiast Gaming Inc 0.8 Enthusiast Gaming Holdings Inc (EGLX)’s unit Enthusiast Gaming Inc of Canada acquired Operation Sports LLC, a Woodbridge-based internet portal operator, for about $0.756 million. The consideration consisted of $0.25 million in cash, the issuance of 0.118 million EGLX common shares valued at $0.097 mil, and up to $0.409 million in profit-related payments. The shares were valued based on EGLX’s closing stock price of $0.824 on 13 November 2018, the last full trading day prior to the acquisition. Consolidated Lumber Co American Construction Source LLC American Construction Source LLC acquired Consolidated Lumber Co, a Stillwater-based sawmill operator, from Aiglon Capital Management LLC. Biynah Industrial Partners LLC-Industrial Real Estate Portfolio(7),Cleveland,Ohio Biynah Industrial Partners LLC Industrial Real Estate Portfolio SPV Industrial Real Estate Portfolio SPV of Bahrain, a special purpose acquisition vehicle owned by Arcapita Group Holdings Ltd and Weston Inc, acquired a portfolio of 7 industrial real estate properties of Biynah Industrial Partners LLC, a Minneapolis-based private equity firm, via a leveraged buyout transaction. Cylance Inc BlackBerry Ltd BlackBerry Ltd of Canada is rumored to be planning to acquire Cylance Inc, an Irvine-based provider of cybersecurity products and services, for around $1.5 billion. Res Polyflow LLC Brightmark Energy LLC Brightmark Energy LLC acquired a majority interest in Res Polyflow LLC, an Akron-based industrial machinery manufacturer. Veran Medical Technologies Inc BTG PLC BTG PLC of the UK was granted an option to acquire the remaining stake it does not already own in Veran Medical Technologies Inc, a St. Louis-based manufacturer of surgical appliance and supplies, from BioCompatibles Inc, ultimately owned by BioCompatibles International PLC. Concurrently, BTG acquired a minority stake in Veran. Clearwave Communications LLC Cable One Inc Cable One Inc acquired Clearwave Communications LLC, a Harrisburg-based wired telecommunications carrier. Schwan’s Shared Services LLC CJ CheilJedang Corp Cj Cheiljedang Corp of South Korea plans to acquire Schwan’s Shared Services LLC, a Marshall-based food service contractor, for around $1.86 bil. Continental Real Estate Cos Commercial Properties Corp Colliers International Group Inc Colliers International Group Inc of Canada acquired Continental Real Estate Cos Commercial Properties Corp, a Coral Gables-based lessor of real estate property. Fosina Marketing Group Inc Digital Media Solutions LLC Digital Media Solutions LLC acquired Fosina Marketing Group Inc, a Danbury-based provider of marketing consulting services. Waco Aircraft Corp Dimor Group Inc Dimor Group Inc acquired Waco Aircraft Corp, a Battle Creek-based aircraft manufacturer. The transaction included Centennial Aircraft Services Inc. Victory Tailgate LLC Escalade Sports Escalade Sports, a unit of Escalade Inc, acquired Victory Tailgate LLC, a developer of tailgating games. Metech Recycling Inc First America Metal Corp First America Metal Corp signed a letter of intent to acquire a majority interest in Metech Recycling Inc, a Gilroy-based materials recovery facilities operator, from Metech International Ltd. Atlantic Capital Bank Na-Branches(14) FirstBank,Murfreesboro,Tennessee FB Financial Corp’s unit FirstBank definitively agreed to acquire the 14 branches of Atlanta-based Atlantic Capital Bank NA, ultimately owned by Atlantic Capital Bancshares Inc. Three Sigma Software GCOM Software LLC GCOM Software LLC acquired Three Sigma Software, a Laurel-based software publisher. Northeast Building Products Corp Harvey Industries Inc Dunes Point Capital LLC’s unit Harvey Industries Inc acquired Northeast Building Products Corp, a Philadelphia-based manufacturer of wood, windows and doors. Trimaran Advisors LLC Libremax Capital LLC Libremax Capital LLC definitively agreed to acquire Trimaran Advisors LLC, a New York-based investment advisor, from Kohlberg Capital Corp. Patriot Wealth Management Inc Mariner Wealth Advisors LLC Mariner Wealth Advisors LLC plans to acquire Patriot Wealth Management Inc, a Houston-based investment advisor. Sigma Investment Management Co Mercer Advisors Inc Genstar Capital LLC’s unit Mercer Advisors Inc acquired Sigma Investment Management Co, a Portland-based investment advisor. Plaskolite LLC PPC Investment Partners LP PPC Investment Partners LP definitively agreed to acquire Plaskolite LLC, a Columbus-based plastics materials manufacturer, from Charlesbank Capital Partners LLC via a leveraged buyout transaction. Complete Facility Solutions Inc Quality Solutions Inc Gridiron Capital LLC’s unit Quality Solutions Inc acquired Complete Facility Solutions Inc, a Wichita-based provider of facilities support services. MightyHive Inc S4 Capital PLC S4 Capital PLC of the UK is rumored to be planning to acquire MightyHive Inc, a San Francisco-based provider of marketing consulting services. Dura-Mill Inc Sandvik Coromant Sverige AB Sandvik AB’s unit Sandvik Coromant Sverige AB of Sweden agreed to acquire Dura-Mill Inc, a Malta-based manufacturer of precision solid carbide end mills. Tough Mudder Inc-Tough Mudder Bootcamp Shareholders Tough Mudder Inc plans to spin-off its Tough Mudder Bootcamp to its shareholders. Smiths Medical Shareholders Smiths Group PLC plans to spinoff Smiths Medical, a Minneapolis-based manufacturer of surgical appliance and supplies, to its shareholders. Greektown Casino LLC-Land & Real Estate Assets VICI Properties Inc VICI Properties Inc definitively agreed to acquire the land & real estate assets of Greektown Casino LLC, a Detroit-based owner and operator of casino owned by Jack Entertainment LLC. US M&A Deals Announced November 9 to 15, 2018 Source: Thomson Reuters