SGS (OTCPK:SGSOF) announced the acquisition of Inter-Basic Resources, Inc., (IBR) based in Grass Lake, Michigan, USA and Milton Keynes, UK.
IBR is provider of state-of-the-art testing and verification for air and fluid filtration performance across multiple industries, it has ~25 people and generated revenues of ~$3.5M in 2017.
“This acquisition broadens our services within non-woven materials, particularly filtration performance, allowing further expansion of value-added services to our customers and core industries,” stated Frankie Ng, CEO of SGS.
MedMen Enterprises (OTCQB:MMNFF) has agreed to sell a significant portion of its real estate assets to Treehouse Real Estate Investment Trust, a real estate investment vehicle that capitalizes on the cannabis industry’s continued growth.
The initial transaction includes three properties (MedMen Abbot Kinney, MedMen Beverly Hills and MedMen Downtown Las Vegas) and is expected to generate ~$12.5M of proceeds for MedMen after repayment of debt.
More of MedMen’s real estate assets will be sold to Treehouse over the next 12 months. These properties will be leased backed to MedMen or its subsidiaries at market rates under long-term leases.
The Connecticut Insurance Commissioner Katherine Wade has signed off on CVS Health's (NYSE:CVS) planned takeover of Aetna (NYSE:AET), contingent on the latter divesting its Medicare prescription drug businesses.
Connecticut is the primary regulator since Aetna is based in Harford. CVS has committed to keeping Aetna there for at least 10 years and to maintain the number of employees for at least four years.
PPG (NYSE:PPG) to acquire SEM Products, Inc. Financial terms were not disclosed.
The transaction is expected to close in Q4.
“PPG’s acquisition of SEM will complement our current automotive refinish product offering and add specialized, value-added products that address the needs of distributors and body shops,” said Gary Danowski, PPG vice president, automotive refinish. “SEM has a history of strong returns and will provide our valued refinish customers with an excellent product portfolio to get collision jobs done faster by increasing efficiency and throughput.”
Exact Sciences (NASDAQ:EXAS) has acquired privately held San Diego-based Biomatrica, a developer of sample preservation technology, including blood and saliva collection tubes, for an undisclosed sum.
Exact says Biomatica's collection tubes contain proprietary sample-stabilizing chemistry enabling quality preservation of circulating tumor DNA, cells and other biomarkers in specimens throughout the shipping and storage process.
Biomatrica will operate as a wholly owned subsidiary of EXAS and will continue to supply tubes and sample preservation technologies to other companies.
Byline Bancorp (NYSE:BY) -0.43% to acquire Oak Park River Forest in a cash and stock transaction valued at ~$42M, wherby each Oak Park River Forest’s common stock holder will receive 7.9321 Byline common stock and $33.38 in cash.
The company estimates pre-tax expense reductions associated with the transaction will be approximately 40% of Community Bank’s expense base. Byline expects the transaction to be approximately 5.5% accretive to earnings per share in 2020 (excluding one-time merger-related transaction expenses), with an expected tangible book value per share dilution earn-back period of approximately three years using the “cross-over” method.
The transaction is expected to close by the second quarter of 2019.
Earthstone Energy (NASDAQ:ESTE) agrees to acquire the asset base of Sabalo Holdings, including producing and non-producing oil and gas assets in the northern Midland Basin, for $950M in cash and stock.
In the deal, ESTE acquires 20.8K net acres located in the Midland Basin and an estimated 488 gross operated horizontal drilling locations and 349 gross non-operated horizontal drilling locations.
Assuming the deal closes on Jan. 1, ESTE expects FY 2019 production of 25K-29K boe/day (~70% oil) with capex of $425M-$500M, based on a three-rig program for the full year and a similar level of activity in the Eagle Ford as in 2018.
Invesco (NYSE:IVZ) agrees to acquire MassMutual's asset management affiliate, Oppenheimer Funds, for common stock and preferred shares.
Invesco also starts a two-year $1.2B stock buyback plan.
Invesco gains 0.3% in premarket trading.
MassMutual and OppenheimerFunds employee shareholders will get 81.9M shares of Invesco common equity and $4B in perpetual non-cumulative preferred shares with a 21-year non-call period and a fixed rate of 5.9%. As a result, MassMutual is expected to become Invesco's largest shareholder with a stake of about 15.5% stake.
MassMutual will nominate William F. Glavin, Jr. to Invesco's board.
Luminex (NASDAQ:LMNX) has agreed to acquire MilliporeSigma's flow cytometry portfolio for $75M, ~$69.9M under a Stock and Asset Purchase Agreement and ~$5.1M in committed inventory purchases. The transaction should close by year-end.
The company expects the business to contribute $40M - 50M in revenue in 2019.
FedEx (NYSE:FDX) to acquire Manton Air-Sea Pty Ltd, to expand the FedEx portfolio of offerings essential to the rapidly growing global commerce landscape.
The acquisition is expected to close later this year.
Manton will operate as a subsidiary of the FedEx Trade Networks operating company.
“Adding Manton’s capabilities to FedEx Trade Networks and the broader FedEx portfolio will open up opportunities for us to continue to expand in Australia, a country with a strong GDP and a significant market in the Asia Pacific region,” said Richard W. Smith, president and CEO, FedEx Trade Networks. “We look forward to potential business opportunities through the collaboration between Manton and FedEx Trade Networks with the FedEx Express and TNT presence in Asia Pacific and Australia. We are delighted to add the Manton team members to the FedEx family of companies and combine the talents of both teams to contribute to our continued success.”
Bringing it closer to becoming a global top 10 drugmaker, Takeda Pharmaceutical (OTCPK:TKPYY) has received approval from Japan's Fair Trade Commission for its $62B acquisition of Shire (NASDAQ:SHPG).
The deal, which will be the largest overseas purchase by a Japanese company, has already received unconditional clearance from regulators in the U.S., China and Brazil, and just needs one more green light from the EU.
Expanding its radiopharmaceuticals business, Novartis (NYSE:NVS) is acquiring Endocyte (NASDAQ:ECYT) for $2.1B, or $24-per-share, representing a premium of 54% to Endocyte's Wednesday closing price.
The deal will help develop a broader role for radioligand therapies in cancer treatment and enable Novartis to investigate the potential development of a drug candidate for use in earlier lines of prostate cancer therapy.
VIVO Cannabis’s (OTCQB:VVCIF -5.1%) subsidiary Harvest Medicine Inc. has completed the acquisition of Trauma Healing Centers (THC) from Organigram Holdings Inc.
Harvest Medicine will acquire 100% of the issued and outstanding shares of THC from Organigram for a total purchase price of $1.2M.
THC is a multi-disciplinary clinic network that has been providing medical cannabis care and education, it specializes in patient assessment and medical cannabis prescribing and also offers patients individualized, multi-disciplinary wellness plans.
With this acquisition Harvest Medicine will add locations in Nova Scotia, New Brunswick, and Ontario to its existing network of medical cannabis clinics in Edmontonand Calgary, and will bring the total number of active patients to above 22,000.
OptimizeRx (OPRX +6%) announced the acquisition of CareSpeak Communications, a leader in interactive health messaging for improved medication adherence and care coordination.
This strategic acquisition follows a year of record growth for OptimizeRx, diversifying its revenue streams and scaling its current solution.
“By adding CareSpeak’s complementary capabilities to our platform, we extend our ability to engage doctors and patients, and improve health. CareSpeak allows us to further bridge the critical communication gaps between pharma, healthcare providers and patients”, stated William Febbo, CEO of OptimizeRx.
Yulong Eco-Materials (YECO +19%) has completed the acquisition of the Millennium Sapphire for $50M.
The acquisition was acquired via the issuance of 25M YECO restricted shares valued at $2.00 per share.
Yulong is now in the process of the sale and spin off its China businesses in order to devote all it's resources to the "Millennium Sapphire" business. The company plans to relocate its headquarters to New York this month and replace its officers and directors in order to manage and develop the new MS business.
The company will submit the application change its name after the sale of the China business.
Sugarmade (OTCQB:SGMD) has signed a binding Letter of Intent to acquire Sky Unlimited, LLC, dba Athena United for 10M company's common shares.
At closing and upon the completion of a successful audit of up to two years of financials, the Company will pay Sky Unlimited an additional 210M common shares.
At closing Sugarmade will pay the owners a maximum value of 20% of the transaction value in cash, which is initially ~$8M, or will allow Sky Unlimited to exercise an option to convert a portion of the cash payment or the entire cash payment into common shares at a price of $0.10 per share.
Sky Unlimited and its associated operations are expected to produce in excess of $40M in revenues with profitability and positive cash flow for the year.
The company expects this acquisition to be highly accretive to earnings and shareholder value and thus is revising its guidance for FY2019 revenues to more than $70M.
"The rating affirmations reflect the stock based merger with no incremental debt, that L3 (NYSE:LLL) Harris (NYSE:HRS) will meaningfully increase its size and benefit with a range of contracts from a number of government agencies, and the expectation of very modest M&A for some time," according to a press release.
"Targeted $300M of cost synergies by year three seems achievable, and Moody's anticipates progression towards a high double digit teen percentage EBITDA margin and debt to EBITDA of low 3x. Pro forma debt to EBITDA at closing is likely to be around the mid to upper 3x level."
Altair (NASDAQ:ALTR) has acquired SIMSOLID for an undisclosed term.
“We believe SIMSOLID is a revolutionary technological breakthrough which will have a profound impact for product design,” said James Scapa, Altair’s Founder, Chairman, and CEO, “It’s incredibly fast, accurate, and robust and we believe a game changer for our industry.”
Fujifilm (OTCPK:FUJIY) has won an appeal in its legal battle with Xerox (NYSE:XRX), with a U.S. court overturning preliminary injunctions requested by activist investors that had blocked a planned merger.
The ruling could give Fujifilm leverage to bring Xerox management back to the negotiating table after the two companies agreed in January to a complex deal that would have combined Xerox into their Asia joint venture and given Fujifilm control.
The merger of Banner Corporation (BANR -0.5%) (holding company of Banner Bank) and Skagit Bancorp, Inc., (holding company of Skagit Bank) has received approval from Skagit's shareholders, previously it had received all regulatory approvals. The transaction is expected to close on or about November 1, 2018.
As Previously announced, Banner will acquire Skagit in an all-stock transaction, based on the closing price of $61.60 per share of Banner common stock on July 25, 2018, the merger consideration would be ~$191.1M.
The combined company will have ~$11.4B in assets and branches across four western states. Banner expects the transaction to be immediately accretive to earnings per share, excluding one-time transaction expenses.
Tom Hicks Jr., chairman of the President Trump-aligned American First super PAC, is expected to bid on Tribune Media (TRCO +1.4%), the New York Post reports.
Hicks Equity Partners would team up with Stephen Feinberg's Cerberus Capital on the bid, according to the report.
A range of suitors is moving forward on bidding after Sinclair Broadcast Group's (SBGI +1.2%) $3.9B bid was blocked by the FCC, including Nexstar Media Group (NASDAQ:NXST), Apollo (APO +1.1%) and Blackstone Group (BX +2%).
Bids could hit "mid-40s" implying $3.8B-plus market value, the Post says; Tribune Media shares are up to $38.10 today.
Predictive Technology Group (OTCPK:PRED) has acquired Regenerative Medical Technologies, Inc. (RMT), includes an allogeneic stem cell product design, intellectual property, access to data and medical records from patients in 13 clinics, and clinical trial methodology for degenerative disc disease (DDD).
Rick Obray, M.D. joins as Chairman of the Predictive Clinical Advisory Board.
Arthur J. Gallagher (NYSE:AJG) announced the acquisition of El Centro, California-based Tyler Insurance Agency. Terms of the transaction were not disclosed.
"The Tyler Insurance Agency brings us additional agricultural and public entity expertise and their deep client connections in surrounding communities will help us further expand our business in the region," added Scott Firestone.
Cott (NYSE:COT) announces that it acquired Mountain Valley Spring Company from Great Range Capital for $78.5M.
The purchase price for the sparking and spring water maker works out to 8X the estimate for year 2 post-synergy adjusted EBITDA.
"The Mountain Valley acquisition is another positive step in building out our water solutions portfolio and meeting our stated desire to continue to pursue acquisitions in the growing water and coffee segments, where we believe our platform, operating strength and synergies can be leveraged," says Cott CEO Tom Harrington.
Cott financed the transaction through a combination of cash on hand and drawing on its asset based lending facility.
TLD3 Entertainment (OTCPK:TLDE) announces agreement to acquire Prosys Inc., Taipei, Taiwan based audio/microelectronics engineering and development company, with established proprietary original equipment manufacturing music streaming hardware/software technology
The acquisition gives TLD3 powerful leverage for launching products in the target multi-billion-dollar wireless audio and music streaming markets.
The Company expects the completion of all transitions and phases of the acquisition of Prosys by the end of 1Q19
The acquisition will expand Canopy Growth's hemp and THC-rich cannabis genetic breeding and cannabis-infused beverage capabilities, and application of ebbu's IP, CGC can potentially reduce the cost of CBD production
As per the deal, Canopy Growth will pay C$25M in cash and issue 6.2M CGC shares to ebbu; furthermore, ebbu is entitled to receive up to C$100M in milestone payment.
Nine Energy Services (NINE +0.7%) announced the acquisition of Magnum Oil Tools International, LTD, a market-leading downhole technology provider serving the global oil and gas industry for over a decade.
For a consideration of $493M, consisting of ~$334M cash and 5M shares of Nine common stock valued at $159M (based on a 30-day value weighted average price as of 10/12/18).
The Magnum partnership solidifies Nine as one of the premier providers of completion focused technology combined with excellence in both service execution and conveyance capability.
The transaction is subject to customary closing conditions.
Penn National Gaming (NASDAQ:PENN) and Pinnacle Entertainment (NYSE:PNK) announce the completion of their merger.
The related divestitures to Boyd Gaming Corporation (NYSE:BYD) and the real estate transactions with Gaming and Leisure Properties (NASDAQ:GLPI) also closed.
The company says the transaction further enhance its position as North America’s leading regional gaming operator, with 40 facilities in 18 jurisdictions. In aggregate, Penn National will now operate more than 49K gaming machines, 1.2K table games and nearly 9K hotel rooms, and employ more than 30K team members.
The acquisition is expected to be accretive to Penn National’s free cash flow per share in the first year after closing with ~$100M in expected annual run-rate cost synergies and excluding one-time transaction costs.
"Our acquisition of Pinnacle Entertainment marks a significant milestone in Penn National’s 24-year history of growth as a public company," says Penn CEO Timothy Wilmott.
"With the expected incremental free cash flow to be generated from our expanded base of operations, we believe we are well positioned to reduce leverage, evaluate additional accretive strategic growth investments and opportunistically return capital to shareholders," he adds.
EQNR says the sale is part of a process to streamline its Norwegian portfolio and focus on projects that offer higher returns; Aker BP expects the deal will improve capacity utilization at its Ula facilities and provide significant additional volumes of injection gas to support increased oil recovery.
The remaining 22.2% stake in King Lear is held by Total (NYSE:TOT).
Infrastructure and Energy Alternatives (NASDAQ:IEA) agrees to acquire William Charles Construction Group, including Ragnar Benson Construction, for $90M.
IEA says the deal will create a national, market-leading platform in the rail industry, broaden its exposure in the heavy and light civil infrastructure and environmental remediation spaces, and expand its geographic footprint through the southern and western U.S.
IEA expects the acquisition to add $520M in backlog, $300M-$330M in revenue and $18M-$22M in adjusted EBITDA based on YTD figures as of May 2018.
Aker BP (OTCPK:DETNF) has entered into an agreement with Equinor Energy to acquire its 77.8% interest in the King Lear gas/condensate discovery in the Norwegian North Sea for a cash consideration of $250M.
Net recoverable resources in the King Lear discovery are estimated to 77M barrels oil equivalents according to data from the Norwegian Petroleum Directorate.
The remaining 22.2 percent interest is held by Total E&P Norge.
Direct Energy Business, a subsidiary of Centrica plc (OTCPK:CPYYY) to purchase the retail electricity business of Source Power & Gas LLC, a wholly owned indirect U.S. subsidiary of Australian power company ERM Power Limited.
Terns of the deal not disclosed.
"The purchase of Source Power & Gas, LLC's retail business is in line with our continued growth strategy in North America," said John Schultz, President Centrica North America and Direct Energy Business. "This transaction will mark a significant step in continuing to expand our operations and customer footprint in existing markets."
Harris (NYSE:HRS) and L3 Technologies (NYSE:LLL) have agreed to an all stock merger of equals, creating the sixth largest U.S. defense contractor and a top 10 defense company globally.
The companies say the transaction will add to combined earnings per share in the first year after the close of the deal, and generate $500M in annual pretax cost savings and $3B in free cash flow by the third year.
Uniting two big providers of defense communications and electronics, Harris (NYSE:HRS) and L3 Technologies (NYSE:LLL) are nearing an agreement to merge, with the goal of completing an all-stock deal as early as this weekend, WSJ reports.
The $33.5B combination would add to a flurry of aerospace and defense M&A amid increased military spending and a boom in jetliner sales.
TransDigm agreed this week to buy Esterline Technologies for $3.6B and Boeing closed its purchase of components distributor KLX.
Broadcom (NASDAQ:AVGO) says in a filing that today's EU approval was the last pending regulatory OK needed for its $19B takeover of CA Technologies (NASDAQ:CA), and so it expects to close the deal on Nov. 5.
That is the first day of Broadcom's 2019 fiscal year.
The deal had gotten antitrust approval in Japan on Oct. 2, Broadcom notes.
Broadcom closed the day up 1.8%; CA pared gains somewhat to finish up 0.5%.
France's Engie (OTCPK:ENGIY) and Canadian pension fund Caisse de Depot et Placement du Quebec plan to offer as much as $9B (34B reals) for Petrobras’s (NYSE:PBR) natural gas pipeline network, potentially $1B more than their initial bid, Bloomberg reports.
Engie, whose initial $8B bid including debt was the highest, is planning to raise its offer to ensure it prevails at a time when cheap credit is available to help finance the acquisition, according to the report.
The 2,800-mile Transportadora Associada de Gas pipeline network spans 10 states in northeastern Brazil, and PBR wants to sell it as part of a wider push to sell $21B in assets to reduce its debt; if completed, it would be the company’s biggest divestment ever.
CME Group (CME -0.5%) gets antitrust clearance from the U.S. Department of Justice for its proposed acquisition of NEX Group (OTCPK:NXGPF).
The transaction still needs to be cleared by the UK Competition and Markets Authority and remains subject to the sanctioning by the U.K. Court. CME still expects to close the purchase by the end of this year.
Universal Logistics Holdings (ULH +0.1%) announces acquisition of Specialized Rail Service, Inc. for $12.3M.
Jeff Rogers, Universal's Chief Executive Officer stated, "Specialized Rail Service fits nicely in our acquisition strategy, and provides us an excellent platform for further expansion in the western United States. By providing excellent customer service for over 20 years, Specialized Rail Service has earned its reputation as a best-in-class intermodal service provider. I'm excited to have them on board, and look forward to our continued success."
Specialized Rail Service will operate as part of Universal Intermodal, Inc. and is expected to be immediately accretive.
Anvia Holdings (OTCQB:ANVV) announced that it has executed a term sheet to acquire all of the issued and outstanding shares of Xamerg Pty Ltd, an Australian Vocational Education institution, trading under the brand Eagle Academy.
Anvia Holdings through its fully owned subsidiary Anvia (Australia) Pty Ltd will acquire 100% of Xamerg Pty Ltd outstanding shares for just under $1M (AUD1.3M).
The transaction is expected to close within 75 calendar days from the date of the term sheet.
CoStar Group (NASDAQ:CSGP) has acquired Realla for an undisclosed term.
This acquisition fits well with the company's pan European expansion strategy.
"Across the world, marketing commercial properties is moving to digital marketplaces, away from wood-based products like magazines, flyers, and boards" said Andrew C. Florance, CoStar Group founder and Chief Executive Officer. "Realla is the UK's most comprehensive commercial property digital marketplace - and when combined with the CoStar information solution it is expected to offer the best of tools for marketing properties, valuations and facilitating transactions.
Varian (NYSE:VAR) has acquired privately held Noona Healthcare, a developer of a cloud-based mobile service designed to allow clinics to capture cancer patient-reported outcomes and communicate directly with them.
Varian intends to combine Noona's patient user interface with its 360 Oncology SaaS platform which it says will be a robust solution for cancer patients to interact with their providers through all phases of their care.
KKR (NYSE:KKR) will acquire Quadion LLC, d.b.a. Minnesota Rubber and Plastics, from Norwest Equity Partners, its second acquisition of a middle-market business in the industrial sector being funded through KKR's Americas XII Fund.
Terms of the deal weren't disclosed; expected to close by year-end.
Fully committed financing was led by sole arranger KKR Capital Markets and is being provided by Crescent Mezzanine Partners and PSP Investments Credit USA LLC.
MRP makes engineered elastomer and thermoplastic solutions for medical, water, industrial, and other end markets.
After Sen. Rand Paul argued for a national-security review of Broadcom's (NASDAQ:AVGO) $19B acquisition of CA Technologies (NASDAQ:CA), Broadcom announced that a forged memo was circulating among members of Congress over the need for such a review.
Shares of both companies fell yesterday and now the Justice Dept. and SEC are probing whether the memo was made to manipulate the prices.
Those probes may not ultimately conclude that fraud was committed, but the Defense Dept. says "Our initial assessment is that this is likely a fraudulent document."
AVGO fell 1.3% during the regular session and is flat after hours; CA rose 1.5% today and is flat postmarket.
HC2 Holdings's (NYSEMKT:HCHC) operating subsidiary DBM Global (OTCPK:DBMG) agrees to acquire GrayWolf Industrial, a specialty maintenance, repair and installation services provider, for $135M.
DBM says that the transaction is accretive to DBM's EBITDA, and provides the company to enter the heavy maintenance & repair industry.
"The acquisition of GrayWolf Industrial further solidifies HC2’s model of acquisition and growth, while continuing to focus on one of its goals of DBM Global becoming a $1B revenue construction and industrial services company.” says Philip Falcone HC2’s Chairman, CEO & President.
IIBK shareholders will receive 0.5 FIBK share per IIBK share, representing an implied purchase price of $22.73 per share based on Oct. 5 closing price, or an aggregate value of $181.3M, including a $5.4M cash consideration for option holders.
The CMYF holders will get 0.3784 FIBK class A common share per CMYF share, representing a purchase price of $17.20 per share, or an aggregate value of $21.5M.
FIBK sees the deals adding 3% to annual EPS in the first full year after the acquisition and beyond. The company also sees recovering minimal tangible book value dilution from the transaction in less than two years.
According to the Dealreporter, the European Commission has sent out "broad" requests for information related to its probe into Takeda's (OTCPK:TKPYY) planned takeover of Shire plc (NASDAQ:SHPG). The requests are routine and do not portend anything negative at this point.