TopBuild (NYSE:BLD)acquired Garland Insulating, locally owned and operated insulation companies in Texas and Colorado; Garland generated ~$60M in revenue for the trailing twelve months ended June 30, 2020.
Garland services a wide range of customers including production and custom builders, multi-family developers and individual homeowners.
On a YTD basis, TopBuild has completed three acquisitions which are expected to generate ~$79M of annual revenue.
Converge Technology Solutions (OTCQX:CTSDF) acquires Unique Digital Technology, a Texas-based IT Solutions Provider focused on architecting and implementing solutions in big data, cloud, data protection, networking, security, and virtualization.
Purchase consideration consists: $5.35M in cash, $2.4M in promissory notes and earn-out payments of up to $1.5M in aggregate, payable over three years.
ASGN (NYSE:ASGN) acquires Skyris, which is now part of ASGN’s ECS segment.
Skyris will be integrated into ECS’ mission solutions business unit focused on a range of cutting-edge and technically complex Department of Defense, intelligence community and other federal civilian programs and missions.
Commenting on the acquisition, Ted Hanson, President and CEO, said, "Skyris’ proven success, rare technical talent, and reputation as a trusted partner to the NGA are a strong strategic fit for ECS. By leveraging ECS’ platform of capabilities, customers, contract pathways, and cutting-edge technology partnerships alongside Skyris’ geospatial intelligence and data expertise, ASGN will further advance the mission-critical solutions we offer our customers."
In addition to the cash consideration, the company is granting restricted stock unit awards to seven Skyris employees covering ~12,000 shares.
Casella Waste Systems (NASDAQ:CWST) acquired the assets of Pinto Trucking Services, a provider of residential, commercial and roll-off collection services in the Grand Island and Buffalo, NY market.
It expects to generate ~$4M annualized revenues from the acquisition.
CEO John W. Casella believes that the Buffalo market presents a great opportunity to build additional vertical integration in Western NY.
He further added, "We continue to make great progress with our acquisition efforts in 2020, and with this acquisition we have acquired roughly $21M of annualized revenues YTD through nine transactions."
Casella's acquisition pipeline remains strong to drive additional cash flow growth across its footprint.
Apollo Global Management portfolio company Covis Group S.à r.l. has agreed to acquire AMAG Pharmaceuticals (AMAG +43.9%) for $13.75 per share in cash. The total transaction value is ~$498M on a fully diluted basis or ~$647M on an enterprise basis including debt.
The tender offer for AMAG shares will commence this month.
Covis will fund the deal with a term loan and credit revolver.
Portshift is focused on application security solutions, a "highly fragmented" space with many vendors addressing only one part of the problem, Cisco says.
"They bring cloud native application security capabilities and expertise for containers and service meshes for Kubernetes environments to Cisco, which will allow us to move toward the delivery of security for all phases of the application development lifecycle," Cisco's Liz Centoni says.
Portshift had raised about $5.3M in seed funding from the Team8 cybersecurity foundry.
Virginia National Bankshares (OTCQX:VABK) and Fauquier Bankshares (FBSS +5.6%) signed a definitive agreement to combine in a strategic merger of equals which would have ~$1.6B in total assets, $1.4B in total deposits, $1.3B in loans and $1B+ in assets under management based upon reported amounts as of June 30, 2020.
Agreement terms enable Fauquier shareholders to receive 0.6750 shares of Virginia National common stock for each share of Fauquier common stock held.
Post merger, the combined company will operate under the Virginia National brand and will be able to serve larger clients in its core Virginia markets.
After merger of Fauquier into Virginia National, Virginia National shareholders will own ~51.4% of the combined company, remaining will be owned by Fauquier shareholders.
Post systems integration, The Fauquier Bank offices will be rebranded as VNB offices.
The TikTok deal saga has some new clarity, via a new timeline.
Judge Carl Nichols has set a schedule to sort out the conflicting litigation and drama around the app, a proposed U.S. ban by the Trump administration, and the proposed sale on the table (of some kind) of TikTok's U.S. operations to an investment group including Oracle (ORCL +0.3%) and Walmart (WMT +1.2%).
TikTok (BDNCE) has already won an injunction blocking a ban on new downloads of its app, but it faces a Nov. 12 deadline that would curb usage of the app in other ways, Bloomberg reports.
TikTok will now file a request (by Oct. 14) for a temporary block of the Nov. 12 prohibitions.
By Oct. 23, the government will respond to TikTok's injunction request. And by Oct. 30, Tiktok will reply to the government response.
That sets up oral arguments in the case for sometime during the week of Nov. 2 - already shaping up to be busy for other reasons.
TransUnion (TRU +1.7%)to acquire Tru Optik to address unmet market needs with a focus on streaming TV/audio as part of an omni-channel identity strategy.
This will provide TransUnion’s expanded customer base with the reach, accuracy and transparency missing in current identity and audience development products.
"As hundreds of millions of consumers and billions of dollars of advertising continue to shift to connected and streaming media, it is imperative that the advertising and media industry have a trusted, agnostic and impartial source of truth for identity and audience data." said Andre Swanston, CEO and co-founder.
SAP (NYSE:SAP) has entered an agreement to acquire the omnichannel customer engagement platform for undisclosed terms.
SAP will add the Emarsys platform to its SAP S/4HANA and Experience Management technology
"Once the transaction closes, SAP will enable brands to connect every part of their business to the customer, including experience data. We will deliver a portfolio for a 'commerce anywhere' strategy allowing for hyperpersonalized digital commerce experiences across all channels at any time," says SAP CEO Christian Klein.
BIGtoken platform, part of SRAX (NASDAQ:SRAX) will become a separate publicly traded company.
SRAX has entered into a definitive share exchange agreement with Force Protection Video Equipment (OTCPK:FPVD), whereby SRAX will transfer all of the outstanding equity of BIGtoken in exchange for 88.9% of shares of FPVD.
"BIGtoken has experienced wide adoption from some of the largest marketers in the world and is ready to be on its own. This move will allow SRAX to stay laser focused on the rapid growth of the Sequire platform." said Christopher Miglino, founder and CEO.
Radius Health (NASDAQ:RDUS) down 4% in premarket, has divested its second oncology pipeline asset, RAD140 to Ellipses Pharma, completing Radius’s divestment of its oncology assets.
Under the agreement, Ellipses Pharma will take over the clinical development and commercialization of the drug candidate, and Radius will be entitled to receive royalties on the program as it advances with Ellipses.
RAD140 is a non-steroidal selective androgen receptor (AR) modulator. In a Phase 1a study in 22 heavily pre-treated postmenopausal women with ER+/HER2- locally advanced/ metastatic breast cancer, RAD140 demonstrated to be well tolerated, with evidence of clinical activity and target engagement of the AR.
Adient (NYSE:ADNT) has closed its previously announced sale of its automotive fabrics manufacturing business, including its lamination business, to Sage Automotive Interiors, an Asahi Kasei (OTCPK:AHKSF) company.
The sale aligns with Adient's continuing strategy of focusing on its core, high-volume seating business.
Deal value amounted to ~$175M.
“We look to expand capacity and capability for automotive interior products to the European market to continue our global position as the #1 preferred automotive interiors company,” said Dirk Pieper, CEO of Sage Automotive Interiors.
Massachusetts Mutual Life Insurance and Athene Holding (NYSE:ATH)offered American Equity (NYSE:AEL) $36 a share in cash on Sept. 8, valuing the transaction over $3B.
The acquisition price is valued at a 63% premium to AEL's closing price of $21.99 yesterday.
Under the proposed deal, MassMutual would acquire American Equity’s insurance subsidiaries and all of its employees, brands and distribution arrangements. MassMutual would reinsure 80% of American Equity’s existing business to Athene and retain the remaining 20%, according to the letter.
In July, KKR agreed to buy Global Atlantic Financial for more than $4.4B.
Speaking at a Wolfe Research conference, Robo did not comment specifically on NextEra's approach to Duke but said a major acquisition of a utility could happen only if the companies involved worked cooperatively.
"State regulators are really important to getting approvals on getting things done, and you can't do anything that isn't mutual in this industry," Robo said, according to Reuters.
NextEra owns two electric companies in Florida, while Duke Energy operates in North Carolina, South Carolina, Florida, Indiana, Ohio and Kentucky; all six states would need to approve any deal, and signoff also would be needed from federal utilities regulators.
Sturm, Ruger and Company (NYSE:RGR) offer to purchase substantially all of the Marlin Firearms assets was accepted by Remington Outdoor Company and the U.S. Bankruptcy Court for the Northern District of Alabama.
The company will pay the $30M purchase price from cash on hand at the time of closing, which is expected to occur in October.
"The value of Marlin and its 150-year legacy was too great of an opportunity for us to pass up. The brand aligns perfectly with ours and the Marlin product portfolio will help us widen our already diverse product offerings," said President and CEO Chris Killoy.
Ares Management (NYSE:ARES) indirect subsidiary Aspida Holdings to acquire all outstanding common shares in F&G Reinsurance, a Bermuda-domiciled life & annuity reinsurer with approximately $2B in invested assets as of June 30, 2020.
The company is being acquired from FGL Holdings, a subsidiary of Fidelity National Financial (NYSE:FNF).
Following closing, the company expects to continue to operate as a reinsurance company under the Aspida brand.
The acquisition accelerates Aspida’s growth strategy in Life Reinsurance with the launch of Aspida Re.
Along with Treasury Sec. Steven Mnuchin's high-profile stimulus talks, today the Treasury has told Fox Business sources that new guidelines are on the way for approval of Oracle's (NYSE:ORCL) deal for TikTok's (BDNCE) U.S. operations.
Mnuchin signaled earlier that if the deal couldn't be closed with terms that met U.S. security requirements - particularly holding its code in America - then the app would be shut down.
“All of the code will have to be in the United States. Oracle will be responsible for rebuilding the code, sanitizing the code, making sure it’s safe in their cloud, and ... it’ll satisfy all of our requirements,” Mnuchin said.
Landmark Infrastructure Partners (NASDAQ:LMRK) announces that it has acquired data center sites in the greater Toronto, Ontario and Atlanta, Georgia areas from Sungard Availability Services.
Company is leasing the acquired data center sites back to Sungard AS in their entirety.
The acquisitions were funded by borrowings from the partnership’s existing revolving credit facility and are expected to be immediately accretive to adjusted funds from operations.
“We continue to expand our digital infrastructure footprint with the addition of high-quality data center properties to our portfolio, including these recent acquisitions in the key markets of Toronto and Atlanta,” said Tim Brazy, CEO.
Duke Energy (DUK +6.7%) climbs as much as 8.5% after NextEra Energy (NEE -2.9%) reportedly made an unsuccessful takeover offer in what could have been largest utility deal in U.S. history.
Taking over Duke's territory in Florida, North Carolina and Indiana would be a particularly good fit for NextEra, given its push to replace coal-fired plants with wind and solar farms, but would stress credit ratings, says Credit Suisse's Michael Weinstein.
At the same time, Duke's multi-tate footprint could cause a challenge in securing the needed regulatory approvals for a deal, Wells Fargo analysts say.
A deal for Duke would align with NextEra's goals of regulated utility transactions in the Southeast and Midwest, Bank of America analyst Julien Dumoulin-Smith says, adding NextEra still could pursue a larger regulated deal to shift its business mix "back to the utility."
Through its wholly-owned affiliate RMC Advanced Technologies, NanoXplore (OTCQX:NNXPF +2.5%) acquires substantially all of the assets of Continental Structural Plastics’ operations.
A total purchase price is $3.5M subject to inventory adjustments.
"This acquisition gives us a footprint in the United States and provides us with an opportunity to expand our graphene sales and marketing efforts. Potential graphene-enhanced composite products could be produced at the Newton facility for the transportation market and this facility could also house a future US-based graphene production plant."
Ownr by Royal Bank of Canada Ventures (NYSE:RY)acquires Founded Technologies.
Founded provides businesses with the ability to automate sophisticated legal tasks such as incorporations, equity management, and legal agreements while saving thousands of dollars in legal fees.
"At Ownr, every decision we make is grounded in how we help small business owners start and succeed. With this acquisition, we're solidifying our current strengths in business formation while building towards our broader goals—helping entrepreneurs at every stage of their journey," said Shadi McIsaac, co-founder, Ownr.
Hawaii Water Service, a subsidiary of California Water Service Group (NYSE:CWT) receives approval from the Hawaii Public Utilities Commission to acquire Kalaeloa Water Company from Hunt Companies.
No material changes are expected in Kalaeloa Water Company operations, as the Hunt will remain the operator after closing of the acquisition and operate the water and wastewater system as it has since acquiring it in 2017.
Surgalign Holdings (NASDAQ:SRGA)agreed to buy Holo Surgical & its ARAI™ digital surgery platform for up to $125M.
Holo Surgical is an private technology company developing ARAI platform, to enable digital spine surgery.
Pursuant to the agreement, SRNA will pay $30M in cash and issue 6.25M shares of common stock worth ~$12M, based on the volume-weighted average trading price during the five trading days ended Sept. 25, 2020.
Balance consideration of up to $83M may be paid in stock and cash upon achievement of certain regulatory, developmental and commercial milestones.
Veolia also says its new offer, up from €15.5/share previously, will expire by the end of the day, sticking to a timetable it set at the end of August.
The company also amends its bid by saying it would only launch a subsequent tender offer for the whole of Suez with the blessing of the company's board, and offers to negotiate over six months if it acquires the 29.9% stake.
French Finance Minister Le Maire urges Veolia to keep its approach friendly and says the parties need time to work things out; the French government owns a 23.6% stake in Engie, which in turn has 32% in Suez.
PowerVerde (OTCQB:PWVI) and 374Water executed a binding letter of intent to merge, whereby PWVI will issue new shares of PWVI stock to 374Water shareholders such that 374Water shareholders will own approximately 60% of the combined company and PWVI shareholders will own approximately 40%.
The combined company will offer a water and waste resource recovery system using Supercritical Water Oxidation and a proprietary heat recovery and expander system based on PowerVerde's wet steam cycle.
NextEra Energy's (NYSE:NEE) energy transmission subsidiary agrees to acquire GridLiance, which owns ~700 miles of high-voltage transmission lines and related equipment, from Blackstone (NYSE:BX) for $660M, including the assumption of debt.
GridLiance's assets span three regional transmission organizations and six states.
The deal requires approval from the Federal Energy Regulatory Commission and utility commissions in Kansas, Missouri and Oklahoma; assuming timely regulatory approvals, NextEra expects the transaction to close in 2021.
Atlas Technical Consultants (NASDAQ:ATCX) closes its previously announced acquisition of Alta Vista Solutions.
“We are extremely pleased to be able to announce the consummation of this acquisition which further bolsters our Company’s ability to self-perform more work and enhance our focus on transportation services in two key markets. We welcome the clients and employees of Alta Vista and look forward to continuing to make the Atlas story one that we are proud of.” says L. Joe Boyer, CEO.
Tanners says the deal could have a major impact on U.S. Steel (X -2.7%) and the rest of the American steel industry, but it will depend on what Cleveland-Cliffs plans to do with the assets it acquires.
"We estimate 10M-14M mt of sheet/plate supply would need to shut to balance the market, which could theoretically be addressed from the 17M [tons] of sheet/plate capacity CLF would acquire, although not all this capacity has been operating," Tanners writes.
Meanwhile, Cleveland-Cliffs could gain such a dominant position after its acquisition that the deal could get the attention of regulators, particularly given the company's leading exposure to the automotive industry.
Sally Beauty (SBH -2.7%) announces the acquisition of La Maison Ami-Co Inc., a professional beauty products distributor in the Canadian province of Quebec, by its subsidiary Beauty Systems Group ('BSG'). The transaction includes the acquisition of 10 La Maison Ami-Co stores.
This acquisition allows BSG to further expand its operations throughout Quebec and increase BSG’s professional beauty product offerings in its existing Chalut store network and full-service business.
“This acquisition is consistent with our strategy to gain additional exclusive distribution rights of professional hair color and care brands and should further strengthen BSG’s position in Canada while adding synergies between the Chalut and La Maison Ami-Co operations,” commented Mark Spinks, President of Beauty Systems Group.
R1 RCM (NASDAQ:RCM)announces expansion into the hospital-based physician market with the addition of EMpower Emergency Physicians, a premier physician group in Arizona, and Integrated Care Physicians (ICP), a rapidly-expanding emergency medicine and hospitalist provider management company in Tampa, Florida.
EMpower’s Emergency Physicians excel at improving the quality of care patients receive while increasing hospital revenue and standing in the communities they serve.
ICP provides expertise in operations and clinical integration for Emergency and Hospital Medicine.
In a blog post during the VMworld event, VMware (VMW +0.8%) announces the intent to acquire event-driven automation software company SaltStack.
The purchase will augment VMware's vRealize Suite, which offers management solutions for the heterogeneous data center and the hybrid cloud.
VMware says "many vRealize customers will benefit from an end-to-end automation solution with integrated configuration management, which we intend to deliver following the close of the SaltStack acquisition."
Financial terms weren't disclosed.
SaltStack raised about $28M in private funding, according to Crunchbase.
Subject to closing adjustments, the company will (i) assume debt in the estimated amount of ~$808M, (ii) issue the sellers REIT operating partnership common and preferred OP units in the estimated amount of ~$130M, and (iii) pay the balance of the purchase price in cash.
"We have studied the marina business for several years and fostered a collegial relationship with the Safe Harbor team. Safe Harbor is a leading owner-operator in the space and we are excited to join forces in order to grow this portfolio of irreplaceable premier assets. We believe the Safe Harbor team will capitalize on growth opportunities using Sun’s advantageous cost of capital and our ability to facilitate transactions using our common stock and OP units as currency." says Gary A. Shiffman, Chairman and CEO.
Quick look at the company's financial highlights in presentation.
Tetra Tech (NASDAQ:TTEK) has expanded its advanced analytics business with the addition of BlueWater Federal Solutions.
BlueWater (Chantilly, Virginia) is specialized in cybersecurity, mission-critical systems design, and development and operation of federal enterprise systems for U.S. government clients, including the FEMA, DOE, and DOD.
Asia Broadband (OTCPK:AABB) wholly owned subsidiary Asia Metals signed a Letter of Intent to acquire a high potential mineral property in the state of Colima, Mexico.
Strategically viewed as a diversification acquisition, the Colima property is situated in a region where AABB has a comparative advantage of development resources and expertise readily available to rapidly develop the project. AABB recently added a mine and property in Colombia to its portfolio and is continuing with its gold mine acquisition campaign targeting properties in South America, Central America and Mexico, which have high development potential and historic gold production.
Integra LifeSciences (NASDAQ:IART) to sell its Extremity Orthopedics business to Smith+Nephew (NYSE:SNN) for $240M in cash.
The transaction is expected to close at or around the end of 2020 and will not have a material impact on 2020 financial results.
The Extremity Orthopedics business generated revenues of $90M in 2019 and ~$32.7M dollars during the first six months of 2020.
Integra intends to use the net proceeds in a manner consistent with its current capital allocation strategy, which may include debt reduction and/or reinvestment in both organic and inorganic opportunities.
NewAge (NASDAQ:NBEV) says it inked a deal with Zachert Private Equity to sell its Brands Within Reach group and associated retail brands effectively immediately.
The transaction was first announced in July of 2019 for $2.5M and 700K in restricted shares.
"Given our principal focus on the highly profitable and growing direct-to-consumer channels, now was the most opportune time to minimize resources to smaller and less profitable components of our business," says NewAge CEO Brent Willis.
"Our direct business was profitable on a stand-alone basis in 2019, and we expect to continue to build upon it, which will further enable NewAge to drive improved growth and profitability across our global omni-channel business model," he adds.
To increase the value of learning systems, Arco Platform Limited (NASDAQ:ARCE) has acquired Studos Software, a technology provider for personalized student assessment, data-based academic performance diagnostics and AI-powered adaptive learning and test prep.
“This acquisition complements our in-house development of great technology. We will continue to search for innovative technology companies with outstanding founders and teams that accelerate our mission to deliver high-quality education at scale,” said Ari de Sá Neto, CEO and founder of Arco.
AppHarvest has entered into a definitive business combination agreement with Novus Capital (NASDAQ:NOVS)
Transaction to provide $475M of gross proceeds to the company, including $375M fully committed common stock PIPE at $10.00 per share anchored by existing and new investors including Fidelity Management & Research Company, LLC, Inclusive Capital and Novus Capital.
In addition, AppHarvest issued a $30 million convertible note to Inclusive Capital which funded on September 28, 2020 to primarily fund operations, including development of new high-tech controlled environment indoor farms, during the period prior to the close of this transaction.
This note will convert to AppHarvest’s common shares in connection with the close of this transaction.
Pro forma equity value of the merger is approximately $1B, at the $10.00 per share PIPE price and assuming minimal Novus shareholder redemptions.
Transaction advances AppHarvest’s mission to redefine American agriculture and to build America’s AgTech capital in the heart of Appalachia through the development of several large-scale controlled indoor farms.
Sohu.com (NASDAQ:SOHU) subsidiary Sogou (NYSE:SOGO) to be merged with direct or indirect wholly-owned subsidiary of Tencent Holdings in an all-cash transaction, and Sogou will become an indirect wholly owned subsidiary of Tencent (OTCPK:TCEHY).
Upon the effectiveness of the merger, outstanding Sogou shares or ADS other than excluded shares will be cancelled in exchange for the right of the holders thereof to receive $9.00 in cash per Sogou shares or ADS.
The merger is currently expected to close in Q4. The closing of the share purchase is expected to take place shortly prior to the completion of the merger.
Sohu Search to receive aggregate consideration of ~$1.18B in cash on share purchase completion.
Snap-on (NYSE:SNA) acquired AutoCrib assets for ~$36M in cash on September 28, 2020.
Based in Tustin, California, with 2019 sales of approximately $30 million, AutoCrib is a leading designer, manufacturer and marketer of tool and asset control solutions.
The acquisition complements and expands Snap-on’s existing tool control offering to customers in a variety of industrial applications, including aerospace, automotive, military, natural resources and general industry.
Orgenesis (NASDAQ:ORGS) to acquire all of Koligo Therapeutics' outstanding stock for an aggregate of $15M.
ORGS common stock worth $15M valued at $7.00/share will be issued to Koligo’s accredited investors, while certain non-accredited investors to be paid solely in cash and an assumption of $1.3M in Koligo’s liabilities.
Acquisition to support accelerated commercialization of Koligo’s KYSLECEL, a personalized islet cell therapy available in the U.S. for chronic and recurrent acute pancreatitis.
In addition, ORGS will leverage Koligo’s 3D-V bioprinting technology across its POCare Platform.
Ely Gold Royalties (OTCQX:ELYGF) to purchase a 1% net smelter returns royalty (Watershed Royalty) from Sanatana Resources (OTCPK:SADMF) for a total of $3M, including $2.5M in cash and $0.5M of Ely Gold warrants.
The Watershed Property surrounds the Coté Gold Project which is a joint venture between IAMGOLD and Sumitomo Metal Mining Company.
Transaction value undisclosed and should be completed by November 2020.
Established in 2017, Leti Camp specializes in providing summer and winter camp activities for teenagers and owns a comprehensive product offering in Hands-on Inquiry Based Learning (HIBL) and camp business.
"With the anticipated addition of Leti Camp to our camp business, Bright Scholar will further expand its offerings to include adoption of inquiry-based learning," said Zi Chen, Chief Executive Officer of Complementary Education Services. "The investment in Leti Camp offers enormous potential and synergy which will expedite the expansion of our camp education service business."
Providence Service (NASDAQ:PRSC)expands into the Home Care segment with the acquisition of Simplura Health Group for an enterprise value of $575M.
Simplura provides over 20M hours of non-medical personal care annually to primarily Medicaid patient populations, including seniors and disabled adults, in need of care, monitoring and assistance performing daily living activities in the home setting.
PRSC expects acquisition to be immediately accretive to growth, margins and adj. EPS.
Over LTM, Simplura generated revenue of ~463.1M and adj. EBITDA of $49.6M.
Affinity is a Medicaid managed care organization serving members in the New York City, Westchester, Orange, Nassau, Suffolk, and Rockland counties in New York.
As of August 31, 2020, Affinity served ~284K Medicaid members with premium revenue for the trailing twelve months ended July 31, 2020 of ~$1.3B.
Joe Zubretsky, president and chief executive officer of Molina, said, “The acquisition of Affinity provides us with a stable base of membership and revenue and will deepen Molina’s service offerings in New York, allowing us to meet the needs of hundreds of thousands of additional Medicaid members. The transaction provides added stability to Affinity’s Medicaid members and its state partner during this critical time.”
The transaction is expected to be immediately accretive to adjusted earnings per share and should close in 2Q21.
This acquisition reinforces Total’s position as a key player in electric mobility in Europe and in line with its ambition of operating more than 150,000 electric vehicle charge points by 2025.
Transaction terms undisclosed and it will close by the end of the year.
“By combining today these existing infrastructures with Total’s know-how in terms of installation, operation and management of public electric vehicle charging networks, we are starting a new phase, supporting the expansion of electric mobility in London.” said Alexis Vovk, President, Marketing & Services at Total. “In collaboration with our partners and the local authorities, we will be able to meet both the strong growth in demand for on-street charge points and the needs for new mobility solutions of London users.”
It's buying the stake from private equity firm GTCR.
Cable One will also get the right to purchase the remaining interests in MBI - formed via acquisitions, including Vyve Broadband, Northland Communications and the broadband assets of Eagle Communications - at a predetermined multiple of earnings beginning in 2023.
Cable One will fund the deal with cash on hand; it's expected to close during the fourth quarter.
Summit Financial Group’s (NASDAQ:SMMF) subsidiary, Summit Community Bank, has signed a definitive merger agreement with WinFirst Financial Corp., pursuant to which Summit Community Bank will acquire all of the outstanding shares of common stock of WinFirst in exchange for cash.
Summit Community Bank expects to consolidate WinFirst Bank, WinFirst’s wholly owned subsidiary, with Summit Community Bank.
“This transaction represents an exceptional opportunity for Summit to expand its franchise into Kentucky through the merger of two financially strong banks with similar cultures, core values and guiding principles, as well as a shared commitment to build long-term client relationships by providing service beyond expectations,” stated H. Charles Maddy, III, Summit’s President and CEO
Scorpio Bulkers (NYSE:SALT) has entered into an agreement with an unaffiliated third party to sell the SBI Rock, a 2016 built non-scrubber-fitted Kamsarmax vessel, for a price slightly in excess of $18M.
The sale is expected to generate additional liquidity of ~$5M, and additionally will save ~$1M in budgeted drydocking costs during the first quarter of 2021.
Delivery is expected to take place in the fourth quarter of 2020.
Cleveland-Cliffs' (CLF +10.3%) $1.4B acquisition of ArcelorMittal's (MT +10.5%) U.S. operations will create an "integrated juggernaut," making the company the largest flat-rolled steel producer in North America, says B Riley FBR analyst Lucas Pipes, according to Bloomberg.
Cleveland-Cliffs is acquiring the business debt-free, and the deal should reduce leverage while also increasing liquidity under its asset-based lending borrowing base, says Pipes, who rates the stock as a Buy with a Street-high $10 price target.
For ArcelorMittal, Jefferies analysts say the deal marks a significant repositioning for the company in the NAFTA area and will reduce net debt, and plans to deploy some of the sale proceeds on a share buyback are positive.
That means Japan's top mobile carrier will delist and become a wholly owned subsidiary.
Nippon Telegraph & Telephone will buy the 34% of outstanding DoCoMo stock held by others, Nikkei says.
Adding the typical 30% premium for a tender offer to the current share price puts the value of the deal over ¥4T.
And the move is surely tied to pressure to cut wireless prices coming from new Prime Minister Yoshihide Suga; having NTT as the sole shareholder will mitigate negative impact from price reductions on DoCoMo's earnings.
The company will pay ~$3.2M comprising of 37.5% cash to be paid in three instalments for 18 month period and 62.5% MediPharm Labs common shares priced based on the 5-day VWAP on the TSX, subject to a twelve-month lock-up.
Wells Fargo foresees a "moderately higher potential" for another suitor to emerge, citing "solid Delaware Basin assets that would fit nicely within the portfolio of a few other larger peers."
Investors will applaud the all-stock deal with the low-single-digit premium, which will allow Devon to preserve its cash-rich balance sheet, Siebert Williams analyst Gabriele Sorbara says.
The Devon-WPX deal points to additional sector M&A ahead, says Johnson Rice's Charles Meade, pointing to Concho Resources (CXO +1.1%) and Pioneer Natural (PXD +1.8%) as boasting the best balance sheets to digest an acquisition.
Heikkinen Energy upgrades both Devon and WPX to its Focus List, citing better free cash flow yield vs. peers pro forma and attractive valuation.
Headquartered in Columbia, LINCO is a privately-held $1.2B asset bank holding company for Providence Bank, which is a Missouri state-chartered depository trust company
LINCO shareholders will receive an aggregate of $116.5M in cash and 1,262,246 shares of FMBH stock priced at $22.50 as at the close of Sept. 25. Also, LNICO's one board member will join First Mid's board.
The acquisition is expected to be ~20% accretive to EPS and following completion of the transaction, First Mid is expected to have approximately $5.3B in total assets (excluding PPP loans). Combined, the company will have increased its St. Louis Metro market presence to approximately $1.1B in loans.
Alpine Income Property Trust (PINE -1.3%) announced that it has sold a single-tenant net-leased casual dining retail income property located in Charlottesville, Virginia and leased to Outback Steakhouse.
The Property was sold for ~$5.1M, representing an in-place cap rate of 5.75% and generating a gain of ~$291k or $0.03 per diluted share. Company anticipates utilizing the proceeds from the sale as part of a like-kind 1031 exchange.
Company’s portfolio now consists of 44 properties located in 31 markets and 17 states across 16 industries, with a weighted average remaining lease term of 8.6 years.
Sierra Bullets, subsidiary of Clarus (CLAR +6.8%)to acquire certain assets relating to the Barnes Bullets brand of specialty hunting bullets in a bankruptcy auction process.
Sierra is expected to acquire Barnes for $30.5M in cash.
The acquisition is anticipated to be immediately accretive to Clarus’ earnings.
“Barnes is a leader in lead-free, all copper bullets, with a rich history of product innovation and strong brand awareness amongst the core enthusiast, yet it has untapped go-to-market potential. We believe these ingredients give us a heightened advantage to develop world-class products, increase brand awareness, expand product categories and improve distribution while staying true to the core user.” said John Walbrecht, president
Castellum (OTCPK:ONOV) has signed a LOI to acquire a U.S. based government contracting company and intends to close the transaction in 4Q20.
The company expects to generate over $30M in revenue in FY2020.
Mark Fuller, President, and CEO of Castellum said, “We believe the Company is a good fit for Castellum with a very strong management team, great past performance, and long-standing customer relationships. We look forward to moving to the definitive agreement stage and being able to share our progress with our shareholders in the weeks to come. We continue to work on our second acquisition (for which we have received a suitable bank financing term sheet and hope to close the transaction in mid-October) and look at several other potential acquisitions as well.”
Arista Networks (NYSE:ANET)inks agreement to acquire Awake Security, a Network Detection and Response (NDR) platform provider that combines AI with human expertise to autonomously hunt and respond to insider and external threats.
The transaction is expected to close in fiscal Q420, subject to customary closing conditions, including regulatory approvals.
ANET says that the acquisition is not expected to have a material impact on fiscal 2020 operating results.
Financial terms are not disclosed.
Arista and Awake will host a Webinar on “The AI-Driven Security Transformation” on October 15, at 10:00 AM PT.
Juniper Networks (NYSE:JNPR) has entered into a definitive agreement to acquire Netrounds, a programmable, software-based active test and service assurance platform suitable for fixed and mobile networks for the entire service lifecycle.
Netrounds will enhance JNPR's automated WAN solutions to further simplify operations for service providers and ensure positive end-user experiences.
The proposed acquisition is expected to close in the Q4.
Business will be run as a part of XPEL’s Netherlands-based European operation where the company plans to add additional account management, training and customer service personnel.
CEO Ryan Pape comments: “This is a continuation of our over-arching get close to the customer strategy. This acquisition will further enhance the development of the French market which we believe is highly underpenetrated for us and for the industry as a whole. We have a track record of successfully combining our resources with local, experienced operators to achieve success in markets around the world and the team at France Auto Racing will help us do that in France.”
A consortium led by the brother bosses of EG Group and TDR Capital has been selected by Walmart (NYSE:WMT) as the preferred bidder for Asda, according to Sky News.
The long-awaited sale of a controlling stake in Asda would see it return to majority British ownership for the first time since 1999. Walmart has been weighing what to do with Asda since a merger with rival Sainsbury was scuttled by British regulators two years ago.
Shares of Walmart are up 0.60% premarket to $138.10.
Devon Energy (NYSE:DVN) +8.7% and WPX Energy (NYSE:WPX) +13.7% pre-market after confirming their merger, creating an entity with a combined ~$12B enterprise value.
Under the deal terms, WPX shareholders will receive a fixed exchange ratio of 0.5165 shares of DVN common stock for each WPX common share owned, equal to $4.56/share, a premium of 2.7% to WPX's closing price on Friday.
Cost savings from initiatives underway in H2 2020 and synergies resulting from the merger are expected to drive $575M in annual cash flow improvements by year-end 2021.
The deal creates one of the largest U.S. unconventional oil producers, with production of 277K bbl/day, 60% coming from its 400K-acre position in the Permian Basin.
SINA Corporation (NASDAQ:SINA) has entered into an agreement and plan of merger with New Wave Holdings Limited and its wholly owned subsidiary, pursuant to which the parent will acquire all of the company's outstanding ordinary shares not currently owned by the parent and its affiliates in an all-cash transaction implying an equity value of the company of ~$2.59B for all the ordinary shares.
Pursuant to the merger agreement, at the effective time of the merger, each ordinary share issued and outstanding will be cancelled and cease to exist in exchange for the right to receive $43.30 in cash per ordinary share.
The per share merger consideration represents an increase of ~5.6% over the $41 per ordinary share initially offered in the "going-private" proposal from New Wave and premium of ~7.7% to Sept. 25 closing price.
Caesars Entertainment (NASDAQ:CZR) and William Hill (OTCPK:WIMHY) have confirmed they're in advanced talks over a possible cash offer from Caesars for William Hill of about 272 pence/share, Bloomberg reports.
And William Hill's board indicated to Caesars the price level is one where they would be minded to recommend the offer to shareholders.
The deal will happen on a cash-free and debt-free basis, via a combination of 78.2M shares of Cleveland-Cliffs common stock, about $373M in nonvoting preferred stock, and $505M in cash.
Enterprise value for the deal is about $3.3B (including Cleveland-Cliffs assuming pension/OPEB liabilities and working capital).
In 2018 and 2019, ArcelorMittal USA averaged $10.4B in annual revenues and about $700M in annual adjusted EBITDA; its operations include 6 steelmaking facilities, 8 finishing facilities, 2 iron ore mining/pelletizing operations and 3 coal/cokemaking operations.
The deal's expected to be EPS accretive, and Cleveland-Cliffs expects it to reduce leverage from 4.3x to 3.6x (pro forma 2019 EBITDA basis).
Continuing down a path of offloading assets, ArcelorMittal (NYSE:MT) is considering striking a deal to merge its U.S. operations with Cleveland-Cliffs (NYSE:CLF), according to Reuters. A finalized arrangement could be announced within days.
The U.S. assets of Luxembourg-based ArcelorMittal are reportedly worth between $2B and $3B, while Cleveland-Cliffs trades with a market cap of around $2.3B and had total long-term debt at the end of Q2 of $4.5B.
Steelmakers have been looking for ways to consolidate operations and diversify their businesses to help them ride out swings in demand.
In a new SEC filing, Uber (NYSE:UBER) reveals that Postmates (POSTM) brought in $160.8M in revenue (+125% Y/Y) in Q2 with a $32M net loss (-72%).
For H1 2020, Postmates had $267.6M in revenue (+104%) and a $105M loss (-56%).
In July, Uber confirmed plans to acquire Postmates for $2.65B in an all-stock transaction. If the deal makes it over the regulatory hurdles, Uber expects the transaction to generate about $200M in synergies within two years.
Uber provides a table showing Postmates management's revenue and EBITDA estimates for FY21-23, compared to consensus estimates for Uber's metrics:
Earlier this week, Dublin, Ireland-based Inflazome announced that Roche (OTCQX:RHHBY) agreed to acquire it for €380M upfront plus milestones, signaling the biopharma giant's bullishness on an area generating substantial buzz called inflammasomes, innate immune system receptors and sensors that play key roles in a range of inflammatory disorders as well as metabolic and neurodegenerative diseases, including asthma, Parkinson's disease (PD), Alzheimer's disease (AD), inflammatory bowel disease, arthritis, cardiovascular disease, NASH, type 2 diabetes, multiple sclerosis and chronic kidney disease.
Inflammasomes regulate the activation of an enzyme called caspase-1, a protease in the inflammasome complex that, through its binding activity, releases proinflammatory proteins IL-1ß and IL-18. One of the most characterized inflammasomes is nod-like receptor protein 3 (NLRP3) which acts as a "danger sensor" in the body to release the aforementioned pro-inflammatory cytokines and induce uncontrolled lytic cell death (disintegration of the cell via rupture of the cell wall or membrane).
Inflazome's lead drug is inzomelid, an orally available, brain-penetrant, small molecule inhibitor of NLRP3.
In March, the company announced encouraging results from a patient with cryopyrin-associated periodic syndrome (CAPS), a rare inherited inflammatory disorder, who was experiencing a disease flare and received inzomelid. The patient rapidly improved within hours and went into remission within days. A Phase 2 study is next up, although the long-term interest is PD and AD.
It is developing another NLRP3 inhibitor called somalix to treat inflammatory disorders in other parts (non-brain) of the body.
Subsequent to PE Hub reporting that Anthem (NYSE:ANTM) is believed to be in late-stage talks to acquire Connecticut-based CareCentrix, Stephens analyst Scott Fidel re-affirmed its Overweight rating (PT, $330).
CareCentrix, backed by private equity firm Summit Partners, provides post-acute and home-based services, discharge management, and durable medical equipment.
He further adds that the CareCentrix deal, if completed, would represent the latest foray into home-based and post-acute care from the MCOs.
Fidel also notes as stated by PE Hub, CareCentrix was originally looking to secure a $1B deal valuation but that the current negotiating price has slipped to the $600-$700M range.
And it indicates that DOJ is still looking to have the ban enforced.
U.S. District Judge Carl Nichols had said that if the government agreed to postpone the ban, then hearings over the injunction could proceed on a slower timeline.
And there's still little news emerging over the fate of a deal with Oracle (ORCL +0.5%) and Walmart (NYSE:WMT), reported to be minority investors in a new Global TikTok (BDNCE) that would settle administration objections.
Gran Colombia will also subscribe for C$3M of subscription receipts in a non-brokered private placement being completed concurrently by ESV.
The company would provide in-country operational expertise to ESV to advance its projects in Colombia.
Iamgold in 2017 entered into an option agreement for interest in the Zancudo project; for 65% interest, Iamgold had to incur $10M of expenditures over six years.
Gran Colombia said that, owing Covid-19, Iamgold had suspended its drilling program in 2020. Iamgold has a second option to acquire a further 5% undivided interest, for an aggregate 70% undivided interest in Zancudo, by completing a feasibility study within three years after exercising the first option.
ESV has agreed to be bound by the terms of the option agreement with Iamgold.
BHP (BHP -0.8%) signed an option agreement for Encounter Resources’ Elliott copper project in Australia. The pact would give BHP the choice to enter an earn-in and joint venture deal to earn up to a 75% stake in the project.
The company will have to spend up to A$22M over 10 years to become Elliott’s majority owner.
Compilation, interpretation and modeling of the data packages at Elliott has been designed and expected to complete by year end.
Upon completion of this program, BHP will have the option to fund additional program throughout 2021 and decide on the JV agreement with Encounter Resources.
The recapitalization plan offers C$0.15 in cash per common share and two 3-year warrants with the cash. Alternatively, the shareholders can retain their shares and take the year warrants. Each warrant is exercisable at C$0.05.
Calfrac’s board formally rejected the C$26.13M offer from Wilks Brothers, which owns a near 20% stake in the company and is also a major bondholder.
Calfrac, which remains in default of $431.8M to the senior unsecured noteholders, has witnessed a plunge in its market value due to a collapse in drilling activity fueled by slump in oil prices amid coronavirus-related lockdowns.
The company also postponed its shareholders’ meeting to Oct. 16 from Sept. 29, saying it wants to give investors time to consider its new offer.
Company says this transaction aligns well with plans to build on their strong foundation and protect more people in the future by growing both organically and through acquisitions.
Revolos, headquartered in Atlanta, Georgia, is a Finance & Insurance solutions provider. Revolos partners with over 3,000 dealers, agents, and financial institutions nationwide, and has distributed over one‐quarter of a billion dollars in underwriting gains and investment income.
Boxlight Corporation (NASDAQ:BOXL) has acquired Sahara Presentation Systems PLC, a leader in distributed and manufactured AV solutions.
The total purchase price was £74M (~$94.9M) in the form of £52M (~$66.7m) cash and £22M (~$28.2M) preferred stock.
Acquisition includes Clevertouch and Sedao brands and provides geographic expansion, substantial revenue growth, consolidated profitability and global management talent.
"We are committed to achieving dramatic growth, both organically and through acquisitions, and we are delivering on that promise. The combined companies are generating greater than $100M in sales and are highly profitable. I look forward to reporting our consolidated financial statements in future quarters.” says Michael Pope, Chairman and CEO, Boxlight.
TMX Group (OTCPK:TMXXF) enters into an agreement to acquire AST Investor Services and its subsidiary AST Trust Company for $165M.
AST Investor Services and its subsidiary provides transfer agency services, equity plan solutions, corporate trust, structured finance and proxy-related services.
AST Trust Company LTM revenue through June 30, 2020 was $46.5M (including $8.0M of margin income) and adj. EBITDA was $11.6M, excluding indirect corporate allocations from the parent company.
The transaction is expected to have a positive impact on TMX Group's adj. EPS (excl. amortization of acquired intangibles and integration costs) in the first full year of ownership, before expected synergies.
TMXXF expects to realize combined revenue and technology cost synergies of ~$8.0M over the first two years, following the acquisition.
The transaction is expected to be financed with a combination of cash and debt and expected to close within 6 to 12 months.
BSR Real Estate Investment Trust (OTCPK:BSRTF) has acquired Aura Castle Hills Apartments, a 276 suite, garden style residential community in Lewisville, Texas and the Dallas/Fort Worth Metropolitan Statistical Area for $51.8M ($187,681/suite), funded through the REIT's credit facilities.
This transaction is expected to be immediately accretive to the REIT's adjusted funds from operations on a per unit basis.
BSR currently owns 40 multifamily garden style properties consisting of 9,681 units with a weighted average age of 20 years.
AbCellera and IGM Biosciences (NASDAQ:IGMS) entered into a multi-year, multi-target strategic research collaboration and license agreement to facilitate the discovery and development of novel IgM antibodies.
AbCellera will generate panels of antibodies for multiple therapeutic targets identified by IGM using its full-stack, AI-powered antibody discovery technology.
Financial terms of the collaboration were not disclosed.
“Engineered IgM and IgA antibodies may be able to overcome some of the limitations of the current IgG-based therapeutics, and this partnership demonstrates the depth of our commitment to ensuring that the potential of our IgM and IgA technology platform is fully realized in areas of high unmet medical need.” said Fred Schwarzer, CEO of IGM Biosciences.
Colony Capital (NYSE:CLNY)agrees to sell six of its hospitality portfolios to Highgate, a real estate and hospitality management company, in a transaction valued at $2.8B, including $67.5M of gross proceeds on a consolidated basis and the assumption of $2.7B in consolidated investment-level debt.
CLNY jumps 16% in after-hours trading.
The six portfolio consist of 22,676 rooms across 197 hotel properties.
Colony will transfer five of the six portfolios held in the hospitality segment and an ~55% interest in the THL Portfolio held in the other equity and debt segment.
The sixth portfolio in the hospitality segment, called the Inland portfolio, is under receivership and excluded from the transaction.
The transaction will reduce the company's consolidated debt outstanding by $2.7B, including Colony Capital’s $2.3B pro rata share.
Conquest Resources (OTCPK:CQRLF +23.1%) announces the approval of transaction whereby Canadian Continental Exploration will amalgamate with a subsidiary of Conquest and become a wholly-owned subsidiary of Conquest.
Closing yet to be finalized after final approvals.
Vodafone (VOD +1.7%) has reached out to MásMóvil to discuss buying out the Spanish telecom, according to reports.
That would place Vodafone in a prime spot in Spanish telephony - dealing a blow to France's Orange (ORAN -0.5%), and making Vodafone the main alternative to Telefónica (TEF +2.8%), El Economista reports. (h/t Bloomberg)
The deal could be valued at €6B including debt, according to the report.
“Increasing the bid price is part of the possibilities,” Veolia CEO Frerot said on BFM Business radio, adding he would meet on Thursday with Jean-Pierre Clamadieu, board chairman Engie, Suez’s biggest shareholder.
Engie rejected Veolia’s initial advance but has said it will consider a higher offer.
Anticipating possible antitrust hurdles, Veolia has already said it would sell Suez’s French water activities to Meridiam Infrastructure, in case the acquisition materializes.
Vegaste will acquire Bloombox Club UK for an aggregate purchase price of £8M, with combination of £560k in cash and £7.44M in common shares.
Bloombox Club UK has delivered over 55,000 plants to over 24,000 customers across the UK. Bloombox Club UK is currently on a C$3.9M (£2.3M) annual run rate (‘ARR’) and is on target to achieve ~C$4.5M (£2.3M) in gross revenue and ~C$2.3M (£1.4M) in gross margin for its current financial year.
The federal judge presiding over TikTok's request for a preliminary injunction against the upcoming weekend's U.S. ban has directed the United States to file a brief by tomorrow or agree to postpone the ban.
TikTok (BDNCE) lawyers told U.S. District Judge Carl Nichols that the potential ban is hurting the platform's reputation with users who are considering switching, Bloomberg says.
Earlier, Nichols had asked the government whether they would postpone so that he could rule on the injunction request.
Nichols says if the government agrees to postpone, then hearings can occur on a slower timeline (as the government prefers), Politico's Steven Overly says. Otherwise, he will expedite hearings so he can reach a decision by Sunday (as TikTok prefers).
Sunday's deadline is inching closer even as confusion reigns over the fate of a deal with Oracle (ORCL +0.2%) that presumably settles the Trump administration's objections with TikTok's current U.S. operations.
Attorneys in the hearing say they can only base their legal actions on Sunday's ban timeline, as they don't have insight into what's going on between the Trump administration, Oracle, Walmart (NYSE:WMT) and ByteDance, Overly reports
Based in Florida, ION Media operates a national television network featuring popular crime and justice procedural programming, reaching more than 100M homes, and generating the fifth-largest average primetime audience among all cable-carried networks.
A total of $500M of synergies are seen over six years, with a max run rate of $120M a year. The deal values ION at 5.9x LTM EBITDA. It's being financed with $1.85B of secured and unsecured debt, and a $600M preferred equity investment by Berkshire Hathaway (BRK.A. BRK.B) - led by Ted Weschler.
PacStar, a private company, is a leading provider of tactical communications solutions for battlefield network management.
PacStar will operate within the company's Defense segment and is expected to generate sales in excess of $120M in FY2020 and to be accretive to adjusted diluted EPS in the first full year of ownership, excluding first year purchase accounting costs, and produce a strong free cash flow conversion rate well in excess of 100%.
"The acquisition of PacStar establishes Curtiss-Wright as a critical supplier of advanced tactical and enterprise network communications solutions supporting a broad spectrum of high-priority U.S. military force modernization programs,” said David C. Adams, Chairman and CEO of Curtiss-Wright Corporation.
ChargePoint, one of the oldest and largest electric vehicle charging networks, is going public by merging with SPAC Switchback Energy Acquisition (NYSE:SBE) in a deal that values the company at $2.4B.
The transaction is expected to close near the end of the year, and the company will be named ChargePoint Holdings (a trading symbol on the NYSE has not yet been determined).
"The EV charging industry is accelerating and it is expected that charging infrastructure investment will be $190B by 2030," Switchback CEO Scott McNeill said. "We believe (ChargePoint) will continue to grow its strong market position as the EV industry evolves."
The deal will raise about $493M in proceeds that ChargePoint will use to expand in North America and Europe. Last month, ChargePoint raised $127M to fund its platform expansion.
With the acquisition, the company plans to add Preempt's zero trust security and conditional access technology to the CrowdStrike Falcon platform.
"Hybrid work environments will become the norm for many organizations which means that Zero Trust security with an identity-centric approach and detecting threats in real-time are critical for business continuity. With the addition of Preempt Security’s capabilities, the CrowdStrike Falcon platform will provide enhanced protection against identity-based attacks and insider threats," says CrowdStrike CEO George Kurtz.
The company will pay $86M in cash (excluding expenses and other adjustments) plus $10M in stock and options, subject to vesting conditions.
Shares in Acacia Communications (NASDAQ:ACIA) spiked in the last hour following a Dealreporter update on China's review of its planned buyout by Cisco Systems (NASDAQ:CSCO).
Acacia quickly gave back the biggest gains, but is still up 0.7%. Cisco is at session lows, -2.2%.
After earlier reports that Chinese agency SAMR was awaiting final sign-off on a remedy package, Dealreporter says no other Chinese agencies have intervened, and that the new chief at SAMR is still familiarizing himself with antitrust issues. (h/t Bloomberg)
So SAMR is following its standard review process, according to the report.
Suez, which says the offer raises several concerns, rejects the Sept. 30 deadline set by Veolia, Chairman Philippe Varin said in a hearing at the Assembly, adding it needs more time to present alternative proposals with regards to Engie's stake.
The company will acquire 100% of Cannafeels’ outstanding common shares for a purchase price of ~$6.5M, to be satisfied by the issuance of 93M Halo common shares.
Acquisition is expected to close on or before October 15, 2020.
"Halo looks forward to supplying select European cannabis markets, beginning in Malta and the UK. With our Bophelo operation in Lesotho, we expect to meet the demand from those patients looking to obtain medicine on the private market, and those waiting to receive it from the National Health Service in the UK. Educating patients through Cannafeels, we can supplement the knowledge of medical specialists, demystifying the plant.” says Andreas Met, Co-Founder and COO.
Subsequently, QTS intends to use the corresponding availability under its unsecured revolving credit facility, along with additional borrowings thereunder or other available cash or forward equity proceeds, to fund the redemption of its outstanding 4.750% senior notes due 2025.
Terms of the transaction, which is expected to close in Q4 2020, weren't disclosed.
The Regulatory Reporting Hub is a pan-European reporting and compliance platform that enables buy- and sell-side clients to meet regulatory and transparency requirements across multiple regulations, such as MiFID II and EMIR.
"With this acquisition, we’re strengthening both our global post-trade and data businesses in two important ways: significantly extending our European client footprint, and increasing our ability to bring new, innovative technologies and solutions to a critical and complex part of the trade lifecycle," said Christophe Roupie, head of EMEA and APAC at MarketAxess.
1-800 Contacts was founded 25 years ago to offer consumers a better way to buy contact lenses.
Felix Gernburd, KKR Managing Director, said, "We believe 1-800 Contacts' singular focus on providing a consistent and high quality customer experience, fueled by industry-leading capabilities and telemedicine solutions, positions them well to continue to drive innovation in the category."
KKR is making the investment through its Core Investments strategy, which represents capital targeting longer-term opportunities.
SG Blocks (SGBX -1.9%) announces acquisition of substantially all of the assets of ECHO DCL, except for ECHO DCL’s real estate holdings, for which SG Echo has obtained a right of first refusal to acquire same, in a cash and stock transaction.
ECHO DCL is a container/modular manufacturer and current supplier to SG Blocks based in Durant, Oklahoma. Terms of the acquisition provide for the payment to Echo of ~$1.06M in cash at closing.
“This acquisition offers us an opportunity to vertically integrate a large portion of our cost of goods sold, as well as increase margins, productivity and efficiency in the areas of design, estimating, manufacturing and delivery,” commented Paul Galvin, Chairman and CEO of SG Blocks.
The Target will help AMCI in developing fuel cell technology that will be a key to unlocking the hydrogen economy.
“The Target is a highly innovative player in the rapidly expanding next generation fuel technology space. We expect that this acquisition will allow us to drive significant value creation by participating in such an exciting and high demand sector.” said William Hunter, CEO.
Compass Diversified (NYSE:CODI) inks agreement to acquire BOA Technology for a purchase price of $454M.
BOA was founded in 2001 and is headquartered in Denver. BOA Fit System has become a leading performance fit solution integrated into premium brand partner products across an array of segments, including snowboarding, cycling, golf, trail, hiking, mountaineering, running, court sports, workwear, and medical.
Acquisition further expands CODI’s best-in-class portfolio of niche market-leading brands.
Following the close of the transaction, BOA will continue to be led by Mr. Neville and its current leadership team.
The acquisition is expected to close within 45 days. Harris Williams & Co. served as exclusive financial advisor to BOA.
GDS Holdings (NASDAQ:GDS) extended a legally binding offer to acquire 100% of the equity interests in target companies for ~RMB3.8B, with a further RMB500M contingent on the acquisition by the target companies of the property interests in the site.
The target companies owns a major data center in the Shunyi district of Beijing, which is owned by a private equity fund controlled by CITIC Private Equity Funds Management.
"We appreciate the court’s ruling today to expedite the process," said Tiffany Chairman Roger Farah. "A trial on Jan. 5, 2021, will hopefully lead to a ruling prior to the expiration of U.S. antitrust clearance on Feb. 3, 2021, and enable us to protect our company and our shareholders."
Tiffany's capital expenditures are capped until the deal's closing date and shares outstanding are also capped, meaning a delay would prevent it from paying equity compensation to employees at year-end. Tiffany also can't hire or fire employees at the level of vice president or above or enter into material contracts, including the signing of store leases, without LVMH's consent.
LVMH has argued that a "material adverse effect" from the pandemic had hurt Tiffany’s business and it couldn't complete the deal by the November closing date for fear of getting in the middle of a U.S.-France trade war.
Just a day after it was announced, Oracle's (NYSE:ORCL) takeover of TikTok (BDNCE) is looking rocky.
The Chinese government, which needs to approve the deal, has remained quiet on the transaction, though it has signaled its own reluctance through state-owned media. Hu Xijin, editor-in-chief of the Global Times, tweeted that Beijing would likely reject the takeover "because the agreement would endanger China's national security, interests and dignity."
There are also differing statements about ownership. While parent ByteDance has said it will own 80% of new entity TikTok Global, Oracle and Walmart (NYSE:WMT) have together said ByteDance’s ownership would be distributed to its U.S.-based investors and ByteDance itself would have no direct stake. They also related that four of TikTok Global's five-member board would be American (an arrangement that may be rejected by Beijing).
President Trump did not comment on the conflicting accounts, but said the deal was "working its way through" and he wouldn't approve the transaction if ByteDance retains control of TikTok Global. "If we can save (TikTok), we will save it, and if we can't we will cut it off. We have to have total security," he told reporters.
Bristol Myers Squibb (NYSE:BMY)acquires Forbius for its TGF-beta program, including its lead investigational asset AVID200, which is in Phase 1 development for solid tumors, systemic sclerosis and myelofibrosis.
Forbius' non-TGF beta assets were transferred to a newly formed private company which is being retained by Forbius’ existing shareholders.
Under the terms of the deal, Forbius equity holders will receive an upfront payment and milestones. Specific financial terms are not disclosed.
It will absorb the SD-WAN leader into its Aruba company and shore up Aruba's Edge Service Platform.
Silver Peak founder and CEO David Hughes will join HPE as senior VP of the WAN business within Aruba.
“WAN transformation is a key component of HPE’s Intelligent Edge and edge-to-cloud vision and growth strategy,” says HPE CEO Antonio Neri. “Armed with a comprehensive SD-WAN portfolio with the addition of Silver Peak, we will accelerate the delivery of a true distributed cloud model and cloud experience for all apps and data wherever they live.”
Volkswagen (OTCPK:VWAGY) is in talks about a potential sale of its Bugatti luxury sport car brand to Rimac Automobili, sources tell Bloomberg.
Rumors of a Bugatti sales to Rimac first cropped up last week.
Even if a deal is struck, Bugatti would stay in the Volkswagen family in a sense since Porsche (OTCPK:POAHY) owns 15.5% of Rimac.
The talks are said to show that Volkswagen has revived an appraisal of its portfolio that began after the high-profile diesel emissions scandal. Further asset sales are possible as the German automaker continues its electrification pivot.
The acquisition price values the transaction at $729M.
Majesco will cease trading from Sept. 22 pre-market and will subsequently be delisted from Nasdaq.
"Majesco's journey in helping insurance companies get to the cloud faster is impressive and we intend to leverage our own operational experience to enhance its capabilities and support the continued growth of the business," says A.J. Rohde, partner at Thoma Bravo.
"The Merriam Agency has been serving the nonprofit community for 125 years! Their deep expertise and long-standing relationships in that market will complement and expand Gallagher's existing strengths," said J. Patrick Gallagher, Jr., Chairman, President and CEO.
Torchlight Energy Resources (NASDAQ:TRCH) and Metamaterial Inc. (OTC:MMATF) enters into a non-binding LOI.
Pursuant to LOI, TRCH to acquire 100% of META and to divest within the 1H21 Torchlight's oil and gas assets for the benefit of Torchlight's shareholders.
Upon completion of the transaction, shareholders of META are expected to hold a 75% interest in the combined entity.
The Proposed Transaction represents a strategic shift for Torchlight. It is intended to reposition TRCH into the multi-billion-dollar Advanced Materials market as a global cleantech and technology leader.
TRCH intends to issue a special dividend to Torchlights' shareholders at closing.
PagerDuty (NYSE:PD)to acquire Rundeck to strengthen leading incident response offering with intelligent machine automation including auto-remediation and self-healing that bring increased productivity to resolution and recovery efforts.
Total purchase price will be ~$100M, subject to adjustment, to be paid ~60% in cash and 40% in PagerDuty common stock.
Closing expected in October 2020.
"Rundeck’s impressive track record in providing scaled automation for DevOps teams in the world's largest companies, along with their easy to use, practitioner focused offering make them a highly complementary extension for PagerDuty," said Jennifer Tejada, CEO.
Carlyle Group (CG -1.9%)makes an investment in TriNetX, a health research network that aims to optimize clinical research to bring new therapies to market faster, and will acquire a majority stake in the firm.
Terms of the transaction weren't disclosed.
Equity capital for the investment came from Carlyle Partners VII, an $18.5B fund that makes majority and strategic minority investments primarily in the U.S. in targeted industries, including healthcare.
Founded in 2013, TriNetX has built a global network of research hospitals and academic institutions, biotech and pharmaceutical companies, contract research organizations, and other specialty data partners.
The firm helps researchers apply a data-driven approach to health research by providing web-based, on-demand access to harmonized global electronic health record, and claims data with a suite of intuitive analytics.
Microsoft (NASDAQ:MSFT)plans to acquire Bethesda Softworks parent ZeniMax Media for $7.5B in cash. The deal is expected to close in H2 FY21 with minimal impact on non-GAAP operating income for FY21 and FY22.
Microsoft shares are down 1.7% pre-market to $197.
The acquisition includes "publishing offices and development studios spanning the globe with over 2,300 employees, including Bethesda Softworks, Bethesda Game Studios, id Software, ZeniMax Online Studios, Arkane, MachineGames, Tango Gameworks, Alpha Dog, and Roundhouse Studios."
Bethesda's top game franchises include The Elder Scrolls, Fallout, DOOM, Quake, Wolfenstein, and Dishonored.
Microsoft will add Bethesda's games to its Xbox Game Pass subscription service. Future Bethesda games will appear on Game Pass on launch day.
The royalties provide exposure to five flagship gold assets owned and operated by growth-oriented mining companies.
Maverix's growth pipeline will be enhanced as production at the Mexico-based Camino Rojo project is expected to commence in 2021 while early works activities at Guatemala-based Cerro Blanco project seen beginning in 1Q21; this would lead to near-term cash flow and accretive to net asset value/share.
Maveriz reported a 92% gross cash margin in its Q2 compared to Franco Nevada (86%) and Royal Gold (83%); Quick look at the companies acquisition history; acquired 4 major royalty portfolios in ~4 years:
On transaction closure, expected on or before October 30, 2020, Maverix will issue to Newmont 12M common shares, at a deemed price of $5/share, and pay $15M cash.
Also, contingent cash payments of up to $15M if certain production milestones at certain underlying assets are achieved within five years of transaction closure.
Currently, Newmont owns 23.4% of MMX's current issued and outstanding common shares which will translate to 30% on completion of the transaction.
BioLife Solutions (NASDAQ:BLFS) to acquire SciSafe, a privately held multi-facility provider of biological materials storage to the cell and gene therapy and pharmaceutical industries for $15M in cash and $15M in newly issued shares.
SciSafe is also eligible to receive additional 626K shares over the next four years on achieving annual revenue milestones.
The acquisition will contribute $1.8M to Q4 revenue, $9M to FY2021 revenue and to be accretive to adjusted net income beginning in 2021.
The transaction is expected to close on September 30, 2020.
Mike Rice, Chief Executive Officer of BioLife Solutions, commented, "Through SciSafe, we are accelerating profitable growth by expanding into the high growth biostorage segment with a robust quality system, a scalable business model and strong financial performance. We anticipate several vertical integration cost synergies including using SciSafe facilities for cGMP storage of our biopreservation media products, leveraging our CBS facility to manufacture walk-in freezer rooms for SciSafe and deploying our evo® Smart Shippers and evoIS cloud app for the thousands of annual inbound and outbound biologic materials shipments managed by SciSafe."
The Suffield project is currently under construction in southeast Alberta, will have a capacity of 23 MWac / 32 MWp and will be among the largest solar photovoltaic facilities.
Direct Energy, one of the largest energy and energy-related service providers in North America with ~1M customers, will purchase the electricity from the Suffield facility once it is operational later this year.
The Suffield facility was awarded funding through Natural Resources Canada's Emerging Renewable Power Program. Specifically, the Suffield project will use Canadian Solar's bifacial modules, and single-axis trackers.
"With this acquisition, BluEarth is excited to expand its footprint in southern Alberta. The Suffield project, combined with one other solar project currently under construction, brings BluEarth's total solar capacity to 187 MWac." said Grant Arnold, President and CEO of BluEarth.
Once operational, the Suffield Solar Project is estimated to power ~7,300 homes annually.
Bausch Health Companies (NYSE:BHC) inks an agreement with privately held Allegro Ophthalmics, LLC securing an option to acquire its ophthalmology assets, including Phase 3-stage investigational retina med Liminate (risuteganib), in development for the potential treatment of dry AMD, and Phase 2-stage ALG-1007 for the potential treatment of dry eye disease.
Under the terms of the deal, BHC will pay $50M, $10M upfront and $40M in 2021, for the option. If exercised, additional payments will be required.
Earlier, President Trump said he approved the deal "in concept," and Oracle and Walmart say Trump's announced that ByteDance got approval to resolve outstanding issues in the deal.
That now includes Oracle and Walmart together investing to acquire 20% of the newly formed TikTok Global business, designed to provide all TikTok services to users in the United States, and to most of the users in the rest of the world.
A separate Walmart statement noted it's tentatively agreed to acquire 7.5% of TikTok Global (along with commercial agreements to provide ecommerce, fulfillment, payments and other omnichannel services to the company) - suggesting Oracle's in for 12.5%. Oracle will also be TikTok's secure cloud provider.
TikTok global will be "majority owned by American investors" including Oracle and Walmart, the companies say. The five-member board of directors will feature four Americans.
"All the TikTok technology will be in possession of TikTok Global, and comply with U.S. laws and privacy regulations. Data privacy for 100M American TikTok users will be quickly established by moving all American data to Oracle's Generation 2 Cloud data centers, the most secure cloud data centers in the world," the companies say.
And TikTok Global will create more than 25,000 new jobs in the U.S. and pay more than $5B in new tax dollars to the Treasury.
Departing the White House for a campaign rally, he told reporters "I have given the deal my blessing." That comes ahead of an apparent ban on downloads of the app set for Sunday that Commerce Sec. Wilbur Ross threatened yesterday.
Citing failure to consummate the acquisition and for material breaches by NHT's operating partnership and its affiliates, Condor Hospitality Trust terminates its merger agreement with NHT's operating partnership, effective September 18.
Pursuant to the merger agreement, the Company is entitled to receive a termination fee of $11.9M within five business days of its termination of the merger agreement.
CEO Charles Young notes "by financing this transaction with equity, we remain focused on maintaining low leverage levels."
The segment's primary assets include frac sand mines and related processing facilities in Utica, Illinois, with approximately 3.5 million tons of annual processing capacity and access to BNSF rail line.
"This acquisition provides direct access to an additional Class I rail line which allows us greater and more sustainable logistics options to continue to broaden our mine to wellsite capabilities for our customers," says Young.
Eagle Materials Inc. has agreed to provide initial liquidity support for the Segment to Smart Sand pursuant to one or more loans in an aggregate amount of up to $5M within 12 months.
NTN Buzztime (NYSEMKT:NTN) is up 18% in after-hours trading on announcing agreement to sell its social entertainment, customer engagement, and advertising technology assets to eGames.com Holdings LLC, for $2M in cash. eGames.com is a game publishing business.
Upon completion, Buzztime's Chief Executive Officer Allen Wolff will be appointed as Chief Executive Officer of eGames.com.
The transaction is expected to close in 4Q20.
“The cash purchase price we will receive will strengthen our balance sheet and improve our stockholders' position with respect to the previously announced proposed reverse merger with Brooklyn Immunotherapeutics LLC," commented Allen Wolff, CEO of NTN Buzztime.
The KBW analysts note that the business "never seemed like a complete strategic fit despite MET's worksite distribution efforts."
They see Berkshire Hathaway (BRK.A +1.3%) (BRK.B +1.0%), Travelers (TRV +0.4%), and Hartford (HIG +0.7%) as potential acquirers.
Allstate's (ALL -0.2%) pending acquisition of National General "probably precludes another major deal," they wrote.
Among non-publicly traded companies, State Farm, Liberty Mutual, Farmers, Nationwide, and American Family could be interested.
Regarding a potential sale's effect on MET: "Assuming a $3.5B sale price, $3.2B of after-tax proceeds, $2B-$3B of incremental share repurchase, we estimate 5-20c of full-year run-rate EPS accretion or +1-3%, all else equal."
Iberdrola's (OTCPK:IBDSF +0.2%) Brazilian unit Neoenergia will buy the wind projects, with 400 megawatts of generation capacity, from PEC Energia. The farms will cover around 8,000 hectares in Gameleira, in the state of Bahia.
Deal terms were not disclosed.
The company plans to invest €10B ($11.84 billion) this year, and has pledged to hire 5,000 new staff, around half of them in Brazil.
While Instagram (maker of TikTok rival feature Reels) seemingly stands to gain from any setback for TikTok, Adam Mosseri (head of Instagram) says on Twitter "I've said this before, but a U.S. TikTok ban would be quite bad for Instagram, Facebook, and the Internet more broadly."
TikTok leader Vanessa Pappas has responded to Mosseri: "We agree that this type of ban would be bad for the industry. We invite Facebook and Instagram to publicly join our challenge and support our litigation. This is a moment to put aside our competition and focus on core principles like freedom of expression and due process of law."
Glass Lewis recommends shareholders of Noble Energy (NBL -0.2%) vote in favor of the company's proposed $5B acquisition by Chevron (CVX -0.1%).
The proxy advisory firm says it finds the proposed merger "both strategically and financially compelling" for Noble shareholders, with the combined company offering various benefits that would be unavailable to Noble as a standalone company.
However, Glass Lewis says proposed golden parachute payments to executives including Noble Energy CEO David Stover which would be triggered by the sale of the company are "excessive" and should be rejected.
Proxy advisor Institutional Shareholder Services already issued its own endorsement of the merger, saying a standalone Noble may be limited by "constrained liquidity," hurting the board's ability to give cash back to shareholders.
Hailiang Education (HLG +2.2%) signs a sponsorship transfer agreement with its affiliate Hailiang Education Investment Group to acquire Jinhua Hailiang Foreign Language School for a total consideration of RMB 34M from Hailiang Investment.
Prior to the agreement, Hailiang Education had been managing and operating JHFL and, therefore, is very familiar with the school including enrollment, teaching and management.
This acquisition increases the number of affiliated schools under Hailiang Education’s operation to 13.
Insurance broker Arthur J. Gallagher & Co. (NYSE:AJG)acquires employee benefits and workplace wellbeing consultant firm Erin P. Collins & Associates, based in Arizona. Terms of the transaction not disclosed.
Erin Collins and his associates will continue to operate from their current locations under the direction of Scott Gregory, head of Gallagher's Southwest region employee benefits consulting and brokerage operations.
"ECA's business is closely aligned with Gallagher's health and welfare strategy, and further expands our benefits capabilities across the Southwest. They also offer us unique cross-selling opportunities," said Gallagher's chairman, president and CEO J. Patrick Gallagher.
A leader in vehicle electrification solutions for commercial and municipal fleets, XL Fleet to go public through a merger with Pivotal Investment Corporation II (NYSE:PIC.U) with an anticipated implied enterprise value of ~$1B and no material debt expected to be outstanding.
Upon closing, the combined company will be named XL Fleet and is expected to remain listed on NYSE under a new ticker symbol, “XL”.
XL’s customer base includes FedEx, The Coca-Cola Company, PepsiCo, Verizon, the City of Boston, Seattle Fire Department, Yale University, and Harvard University, among other blue-chip companies, municipalities, and institutions.
The company’s rapidly deployable technology solutions position it for long-term growth in a total addressable market that is greater than $1T, which incorporates the money spent on energy consumption and vehicle costs for commercial fleets globally.
XL's Chief Executive Officer Dimitri Kazarinoff commented, “We believe that this transaction will enable XL Fleet to advance and accelerate the growth of our industry-leading fleet electrification business, including a rapid expansion of our product offerings. With thousands of XL-equipped vehicles already on the road today, we are excited to continue to pave the way for fleets seeking to promote sustainability while improving operational efficiency.”
XL has strong demand momentum with a $220M 12-month sales pipeline and forecasted revenue of over $21M in 2020 and $75M in 2021.
The combined company is expected to have ~$350M in net cash at closing, which includes an upsized $150M fully committed PIPE backed by new and existing strategic and institutional investors.
Anticipated use of funds:
The transaction is expected to be completed in 4Q20.
GameOn is a leading-edge gaming company providing consumers, broadcasters, sportsbooks, venues and brand partners with interactive, social experiences around sports, television and live events.
“Through exclusive and strategic partnerships with leaders like Comcast and NBCUniversal, GameOn is laying a path to reach millions of Americans with real-time predictive gaming experience, while watching their favorite events live. We’re pushing the boundaries as to how to get in the game, for what verticals and on what platforms. What we're building is truly a game changer and our potential is unlimited,” said Matt Bailey, V2 Games new CEO.
‘This acquisition will enable V2 Games to grow by expanding its offerings, creating strategic relationships and new revenue streams in the marketplace,” said Shafin Diamond Tejani, Chief Executive Officer of Victory Square.
Apollo Global Management (NYSE:APO) is exploring a takeover of German plastics maker Covestro (OTCPK:COVTY), Bloomberg reports, adding that deliberations are still at an early stage.
Covestro was spun out of Bayer in a 2015 IPO; while its shares have climbed 68% since then, they have been cut by more than half in price from a high in early 2018, giving it a market value of €8.2B ($9.7B).
Outfront's Sports Marketing operating segment is the marketing and multimedia rights holder for a number of colleges, universities and educational institutions across the country.
In the company's last earnings report, early last month, it noted revenues slid nearly 52% in large part due to COVID-19 impact on sports marketing, after cancellation of spring sports at colleges and universities (along with customers cutting ad expenditures).
FLEETCOR Technologies (NYSE:FLT)announces definitive agreement to acquire Associated Foreign Exchange (‘AFEX’), a cross-border payment solutions provider having more than 35,000 customers and over $22B in annual volume.
This acquisition will help FLEETCOR build upon its corporate payments line of business and strengthen its position as one of the largest business payments companies in the world. Complementary to Cambridge Global Payments cross border business; Expected to be accretive in 2021.
The transaction is expected to close in the first quarter of 2021.
Suburban Propane (NYSE:SPH)inks deal to acquire 39% stake in Oberon Fuels and additional investments to support the ongoing development of innovative solutions to reduce carbon emissions.
Oberon Fuels is a development-stage producer of low carbon, renewable dimethyl ether (rDME) transportation fuel, has been focused on the R&D of a practical and affordable pathway to zero-emission transportation through its proprietary production process.
Oberon's rDME fuel is a cost-effective, low-carbon, zero-soot alternative to petroleum diesel.
In a news conference yesterday evening, the president said he would be briefed on the deal this morning, but indicated he wasn't entirely comfortable with the arrangement by which TikTok's Chinese owner, ByteDance (BDNCE), would retain a majority holding, with Oracle as a minority partner.
The deal is shaping up to have Oracle owning about 20% of TikTok, with Walmart (WMT +0.4%) as another minority partner, CNBC says.
White House Chief of Staff Mark Meadows is telling reporters that if the Oracle deal is just a "repackaging" of TikTok, then it's not measuring up to what Trump wanted.