Retail Holdings (OTCPK:RHDGF +2.7%) announced today that its indirect 54.1% owned subsidiary, Retail Holdings Asia B.V., has entered into an agreement to sell its entire equity interest in that company's subsidiary, Retail Holdings Bhold B.V., to a subsidiary of Arçelik (OTCPK:ACKAY), Ardutch B.V. for $75M.
Bhold's assets include a 57% equity stake in Singer Bangladesh Limited.
Singer Bangladesh is the largest retailer of consumer durables in Bangladesh, with 385 company stores and 720 wholesale dealers. Turnover in 2018 was Taka 13.7B (~$164M).
The net cash consideration to be received for the Bhold shares is ~$75M, subject to certain post-closing adjustments. ~54.1% of this amount is attributable to the Retail Holdings shareholders.
In an interview on CNBC, Starboard Value's Jeff Smith reiterated his opposition to Bristol-Myers Squibb's (BMY -0.8%) announced $74B takeover of Celgene (CELG -1.2%), citing its over-generous bid considering CELG's looming patent cliff and doubts that it will be able to produce 10 new blockbusters in the next eight years.
Mr. Smith mentioned that he has spoken with other investors and Institutional Shareholder Services (ISS) about the merits of the deal.
BMY and CELG shareholders will vote on the merger on April 12.
BlackRock (NYSE:BLK) falls 1.2% after agreeing to buy 100% of the equity interests in eFront, an alternative investment management software firm, for $1.3B in cash.
The purchase adds to BlackRock's Aladdin investment operating platform used by more than 225 institutions; eFront serves more than 700 clients and provides technology for managing the alternatives investment lifecycle, including due diligence, portfolio planning, performance, and risk analysis.
The deal will be funded with a combination of existing corporate liquidity and debt and is expected to be minimally dilutive to EPS but not dilutive on a cash basis.
Separately from the acquisition, BlackRock entered an agreement to repurchase ~3.1M of its shares at $412.84 per share in a private transaction.
Spark Networks (NYSEMKT:LOV) +9.2% pre-market after agreeing to acquire dating app company Zoosk for $255M in cash and stock.
Spark says the acquisition will create the second largest online dating platform in North America and the second largest publicly-listed dating company in the world, more than doubling its monthly paying subscribers to more than 1M globally.
The company says two-thirds of revenues will be generated in North America as a result of the deal, advancing its goal of building a growing and profitable presence of scale in the world's largest dating market.
BlackRock (NYSE:BLK) is in advanced talks to buy French software firm eFront, as the world's biggest money manager seeks to become a larger force in technology used by Wall Street, the Wall Street Journal reports, citing people familiar with the matter.
The price for eFront could be $1B-$1.5B, two of the people said.
Among its offerings, the software company provides reporting on private equity and alternatives for financial institutions and tracks such things as deals, fees, and fundraising.
The deal could be announced within days, but no deal has been signed yet and there's still a chance the talks fail to result in a transaction.
Sorrento Therapeutics (NASDAQ:SRNE) is up 2% premarket on light volume in reaction to its announcement that subsidiary Scilex Pharmaceuticals has merged with Mountain View, CA-based Semnur Pharmaceuticals. The combined company will do business as Scilex Holding Company.
Sorrento's 77% in Scilex Pharma will translate into 58% stake in Scilex Holding. Lead commercial product will be ZTlido (lidocaine topical system 1.8%), approved by the FDA last month for the relief of pain associated with post-herpetic neuralgia (post-shingles pain). Lead pipeline candidate will be Semnur's SP102, a non-opioid corticosteroid gel, in Phase 3 development for the treatment of lumbar radicular pain/sciatica, a Fast Track indication in the U.S.
Novartis (NYSE:NVS) plans to spin off its Alcon eye care business to shareholders on April 9 via a stock dividend to NVS shareholders. Specifically, NVS stockholders will receive one Alcon share for every five Novartis shares or ADRs held at the close of business on April 8.
Alcon shares will be listed on the SIX Swiss Exchange (SIX) and the New York Stock Exchange (NYSE) under the ticker "ALC."
Alcon has secured $3.5B in debt financing through a group of banks. Its credit rating with be investment grade following the transaction. Moody's and S&P have rated it Baa2 and BBB, respectively, with a stable outlook.
Novartis shares will continue to trade on the SIX under the ticker "NOVN" and its ADRs will continue to trade on the NYSE under the symbol "NVS."
In order to align trading between the two exchanges, there will be no "ex-distribution" trading of Novartis ADRs nor "when-issued" trading of Alcon shares prior to the spin-off. Trading in Alcon will start on April 9 on both exchanges.
Penn Virginia (NASDAQ:PVAC) and Denbury Resources (NYSE:DNR) say they have mutually agreed to terminate their merger deal; DNR +2.5% after-hours while PVAC shares are halted.
"Given the caliber and dedication of our team, the high quality of our assets and the strength of our balance sheet, we believe we are well positioned to continue to execute our previously announced two rig development plan, which is expected to be fully funded from cash flow," PVAC says.
Major PVAC shareholders including 10.7% owner Mangrove Partners previously had come out against the merger.
Owens Realty Mortgage (NYSEMKT:ORM) stockholders approve the merger transaction with Ready Capital (NYSE:RC).
About 68.44% of the outstanding ORM common stock were voted, with ~97.55% of votes cast in favor of the merger and 97.17% of votes cast in favor of terminating the management agreement between ORM and Owens Financiagl Group, which is required to complete merger.
The merger is expected to close on March 29, 2019.
Update at 4:50 PM ET: Ready Capital stockholders approve issuance of the company's common stock to allow for the merger with Owens Realty.
In an interview on CNBC, a Jefferies analyst said that Biogen (BIIB -29.5%) may now be targeting acquisitions after its aducanumab flop. Attractive candidates include Biohaven Pharmaceutical Holding Company (BHVN +8.2%), Neurocrine Biosciences (NBIX +5.9%), Alder BioPharmaceuticals (ALDR +6.2%), Sage Therapeutics (SAGE +3.6%), ACADIA Pharmaceuticals (ACAD +3.7%) and GW Pharmaceuticals (GWPH +3.3%).
A Stifel analyst agreed, adding that Sarepta Therapeutics (SRPT +2.1%) could be a target as well.
High-stakes meetings continue on the Fox lots after the $71B Disney/Fox deal, as CEO Lachlan Murdoch assembled the employees of new Fox (FOX +2.8%, FOXA +3.3%) for a town-hall gathering.
He informed those workers that they'd all receive stock in the new company, Variety notes, with amounts varying depending on tenure ($1,000 worth for those under 10 years, while 20-year-plus veterans would get $3,000 in stock).
“You’re all owners,” Murdoch said. “Each and every one of you has a voice and we want it to be heard.”
Many took that as a sign that new Fox wouldn't be undergoing the same layoffs expected at the Fox entities taken over by Disney (DIS -0.8%), where the Los Angeles Times reported some 3,000-plus job cuts are expected, falling heavily on the Fox side of redundancies.
Those are under way, with Variety noting the cuts already are hitting at the senior VP, executive VP and president level. Domestic distribution head Chris Aronson was given 60-day notice, and Heather Phillips (executive VP and head of domestic publicity) and Mike Dunn (president of product strategy and consumer business development) also have been let go.
Caesars Entertainment (NASDAQ:CZR) +2.4% pre-market after the New York Post reports Tilman Fertitta is gearing up to make a second run at the company, possibly with help from controlling shareholder Carl Icahn.
CZR rebuffed Fertitta's merger offer in November, sending the Golden Nugget Casino owner on a quest for cash partners to shore up his bid; what has changed since then is the number of the shares Fertitta would need to purchase thanks to Icahn's desire for a strategic partner combined with his newfound sway over the company, according to the report.
Icahn has been buying up CZR shares for months and now is said to own a 28.5% stake including swaps, and the Post says he would not sell his shares if he feels he is partnering with a strategic buyer who will whip the place into shape, and thus drive up the sagging stock; as a result, any buyer approved by Icahn, including Fertitta, has to buy only 71.5% of the company, making the deal far more affordable.
A fund managed by Ares Management Corporation's (NYSE:ARES) Private Equity Group has acquired CoolSys, Inc. for an undislcosed term.
“CoolSys is the market leader with a unique culture that develops its employees and delivers great service to its customers,” said Matt Cwiertnia, Partner and Co-Head of North American Private Equity at Ares. “Ares has known CoolSys’ CEO and President, Adam Coffey, for a long time, and we are looking forward to working with him again and the rest of the talented management team to support the company’s continued expansion.”
The champagne corks have popped, and now it's time for cleanup: With Disney's (NYSE:DIS) takeover of Fox media (FOX, FOXA) complete, redundancies in their studio operations mean that the company will likely fire more than 3,000 people, the Los Angeles Times reports.
Most of those firings will come from the Fox side, according to the report.
Those layoffs could start as soon as this week, though most might not happen for months.
“I wish I could tell you that the hardest part is behind us; that closing the deal was the finish line, rather than just the next milestone,” Disney CEO Bob Iger said in a welcome email to Fox employees.
Disney closed on its $71.3B deal early yesterday morning, taking over Fox's film and TV studio operations along with FX Networks and National Geographic, Star India, and Fox's share of Hulu.
MNG procured a letter from Oaktree Capital Management it said expressed high confidence in MNG attaining at least $1.725B in debt financing for a deal, which would be enough to finance existing indebtedness of both companies along with the $12/share offer price.
That letter "does not represent a contractual commitment or a legal obligation, and is highly conditional," Gannett says in response.
"Furthermore, Oaktree Strategic Credit did not indicate that it was confident in its own ability to arrange committed financing or otherwise suggest it would even play a role in the financing, as would be customary in a letter of this kind," Gannett continues.
CynergisTek (NYSEMKT:CTEK) announced it has closed a transaction to sell the assets used in its Managed Print Services business division for $30M to Vereco, LLC, a leading independent provider of healthcare document services.
This transaction will enable CynergisTek to prioritize its core cybersecurity and privacy services.
CynergisTek plans to use the proceeds in paying down its existing debt.
CynergisTek and Vereco also entered into a strategic relationship, allowing CynergisTek to provide cybersecurity assessments and managed services to Vereco’s current and future clients, and also allow Vereco to provide managed print services to current and future clients of CynergisTek.
Addressing a concern on every shareholder's mind, AT&T (T +0.2%) CEO Randall Stephenson responds to questions about M&A plans simply: "We have one focus, paying down debt."
Speaking at Economic Club of Washington, Stephenson also frames the company's competitors going forward in the wake of the Time Warner acquisition: “We compete on a daily basis with Verizon, T-Mobile, Sprint, Comcast, Charter, Dish, but when I look ahead, it’s Amazon (AMZN +2.1%), Netflix (NFLX +4.3%) and Disney (DIS -1.4%) that are our biggest competitive threats."
Speaking of Sprint (S +0.4%) and T-Mobile (TMUS +0.2%), those companies' merger has a difficult path to approval, Stephenson suggests.
Gannett (NYSE:GCI) has risen to session highs, up 4.4%, after hostile suitor MNG/Digital First says it's received a letter saying Oaktree is highly confident in MNG's financing for a takeover.
The letter states confidence that MNG can attain at least $1.725B in debt in connection with a deal -- enough to finance the existing indebtedness of both MNG and Gannett, finance $12/share in consideration for GCI shareholders, and pay all related transaction costs, MNG says.
“It’s time for Gannett’s board of directors to stop blocking value creation opportunities for its shareholders and engage with MNG," says MNG Chairman R. Joseph Fuchs.
The EU is set to deliver a warning to Vodafone (VOD +0.5%) about potential competition-related fallout from its $22B deal to buy assets from Liberty Global (LBTYA -0.2%), Reuters reports.
That communique will set out concerns the European Commission has about the deal, which sees Vodafone taking over assets in Germany and eastern Europe. Taking over Unitymedia in Germany gives Vodafone a stronger competitive face to Deutsche Telekom (OTCQX:DTEGY).
Marijuana Company of America (OTCQB:MCOA +13%) has entered into a letter of intent with Natural Plant Extract of California (NPE) and its subsidiary, Northern Lights Distribution, LLC (NLD), to acquire a 20% ownership interest in NPE, and to establish a Joint Venture to operate a California cannabis delivery service named Viva Buds.
MCOA will contribute $2M in total cash to the project, and common shares worth $1M, in exchange of 20% equity position in NPE.
Additionally, both NPE and MCOA will form a JV to operate Viva Buds and will share in the profits on a 50/50 basis. NLD will contribute up to $300k in inventory of cannabis products to assist in the start-up of this venture and will oversee all delivery and fulfillment of orders.
Camber Energy (CEI +4.8%) enters into a non-binding Letter of Intent for the acquisition of a midstream pipeline integrity services, specialty construction and field services company, in an all-stock transaction.
The company may issue new series of convertible preferred stock which will be convertible into 67% of CEI's shares.
Additionally, the company terminates previously announced MoU to acquire working interests in Greely and Hamilton Counties, Kansas after completing its due diligence.
B.O.S. Better Online Solutions (BOSC +6.4%) to purchase the assets of Imdecol Ltd., a global integrator and manufacturer of automatic and robotic systems that enhance the productivity of production lines.
The deal value consists of NIS1M to be paid on signing the definitive agreement; an additional NIS4.5M at closing, on or about June 1; NIS1.5M shall be paid no later than August 2020, by way of issuance of BOS’ ordinary shares; an additional amount in cash may be paid by August 2020, based on the performance through June 2020.
It's done: Walt Disney (DIS +0.4%) closed on its $71.3B acquisition of the bulk of Twenty-First Century Fox just after midnight, ushering in a transformation for both companies that will reshape Hollywood, news and sports.
The new Disney takes on Fox's film and TV studio along with the FX Networks and National Geographic. It also adds Star India, a giant in Indian television.
Disney now officially has 60% of Hulu, with Comcast (CMCSA -1.4%) sitting on 30% and WarnerMedia (T -0.6%) the other 10%. Launch of its key Disney Plus streaming offering is still yet to come.
The company has said its new assets could quickly add about $19.3B in annual revenue and $1.6B in profits, along with some $2B in cost savings (which includes eliminating redundancies).
Meanwhile Fox embarks on its new journey as Fox Corp. (FOX -4.9%, FOXA -5.1%), a leaner company focused on news and live sports. It will hold an investor conference on May 9. In transaction particulars, it paid an $8.5B dividend to Twenty-First Century Fox and received a $2B cash payment for Disney; the "transaction tax" (including expected share of taxes from sports net divestitures) is $6.5B.
Still ahead: the long and winding sale of 22 Fox regional sports networks, which Disney must unload as part of the deal.
NXST says it plans to use the net proceeds from the sales to fund its acquisition of Tribune Media (NYSE:TRCO) and to reduce debt; NXST estimates net leverage at the closing of the transaction will be reduced to ~5.1x.
Pfizer (NYSE:PFE) has acquired a 15% equity interest in privately held French biotech Vivet Therapeutics, including an option to acquire all of the gene therapy developer.
The companies will collaborate on developing lead candidate VTX-801 for the treatment of Wilson's disease, a rare inherited liver disorder of impaired copper transport that leads to liver damage and neurologic and psychiatric symptoms.
Under the terms of the deal, Pfizer paid €45M upfront and has agreed to pay up to €560M in milestones. It can acquire the rest of Vivet following its delivery of certain data from a Phase 1/2 study of VTX-801. Pfizer executive Monika Vnuk, M.D. will join Vivet's board.
When the deal becomes effective -- two minutes after midnight tonight -- each share of Twenty-First Century Fox (which traded today under the symbols TFCF and TFCFA, as new Fox took over FOX and FOXA) will be exchanged for $51.572626 in cash, or 0.4517 shares of TWDC Holdco, the holding company that will own both Disney and 21CF.
The New Disney stock consideration was determined by dividing per-share value by $114.1801, the volume-weighted average trading price of Disney stock on NYSE over 15 trading days leading up to March 15.
Air Liquide (OTCPK:AIQUF +0.8%) announced that Airgas has completed the acquisition of TA Corporate Holdings, Inc. (“Tech Air”), a large independent distributor of industrial gases and welding supplies serving various geographies in the United States.
Tech Air comprises of ~550 employees and has annual revenues of ~$190M.
Airgas acquired Tech Air from CI Capital Partners, a New York-based private equity firm, and Tech Air management.
This transaction enables Airgas to further strengthen its network in the United States with a complementary footprint to better serve customers while generating significant efficiencies.
CBLT (OTCPK:CBBLF) closes its previously announced purchase of a portfolio of Canadian mining assets from GTA Financecorp (OTC:GTARF)
As per the agreement, CBLT issued from its treasury to GTA 21M units at $0.05 per Unit, comprising one common share and one full common share purchase warrant; each Warrant has a two-year term and is exercisable at $0.08
Grand Capital Ventures (OTCPK:GRCV +15.4%) announced the completion of the acquisition of Yuka Clothing, Inc., a Miami, Florida-based, e-commerce company with a long track record of achieving multiple millions of dollars in sales year after year.
This acquisition will bring substantial revenues and the prospect of continued gains in future revenues, and profits in the years ahead for Grand Capital Venture.
Blucora (NASDAQ:BCOR) +18.2% as the company increases Q1 2019 outlook, primarily due to higher expected tax preparation revenue, driven by price contribution as well as the timing of volume between quarters.
For Q1 2019, sees non-GAAP EPS of $1.41-1.49 (Prior $1.19-1.26); forecasts sales of $224M-$229M (Prior $213.5-218.5)
For 1H19: Expects revenue growth of +8-11% Y/Y (Prior +7.5-10%), with segment margin of 56.9-58.1% (Prior 56.7-57.7%)
Tronox (TROX +8.5%) shoots higher after U.K. chemicals company INEOS agrees to acquire Cristal's North American titanium dioxide business from the company for $700M, subject to approval from the Federal Trade Commission.
The deal forms the proposed remedy package submitted to the FTC by Tronox ahead of its proposed acquisition of Cristal’s global titanium dioxide business.
INEOS says the deal would make it the second largest producer of titanium dioxide in the North American market.
Fiat Chrysler Automobiles (FCAU +4.5%) jumps higher after Robert Peugeot is reported to have said that the automaker could be a target for Peugeot (OTCPK:PEUGF, OTCPK:PUGOY) if the planets fall into alignment.
Robert Peugeot is president of the family holding company that still has significant control of the French automaker.
Over the last year, Fiat and Peugeot have been mentioned often by analysts as strategic M&A partners.
Peugeot trades 2% higher in Paris off the merger buzz.
Bristol-Myers Squibb (NYSE:BMY) investor Starboard Value has just released a new presentation supporting its opposition to the company's planned $74B takeover of Celgene (NASDAQ:CELG). Key points:
BMY is paying ~$30B for CELG's pipeline, about twice as much as BMY has implied since it is overstating the value (~$55B) of CELG's marketed products.
Top-seller Revlimid, representing 63% of CELG's sales, faces generic competition in 2026. Overall, CELG is facing a substantial patent cliff over the next seven years.
Its expectation of 10 approved blockbusters ($1B+ sales/year), on average, in eight years is overly bullish considering that CELG has commercialized three blockbusters in 15 years.
Assuming CELG's near-term launched products can generate $10.8B in sales by 2028, another five blockbusters will be needed to reach BMY's 2028 revenue base case.
Assuming the best-case scenario, the transaction will only generate a 3% internal rate of return (IRR) over BMY's weighted average cost of capital (WACC). The more likely scenarios will destroy shareholder value.
The rationale for the deal is misguided, being defensive in nature so BMY will not become an acquisition target itself.
BMY alone will have a better chance to create value, sticking to its "String of Pearls" strategy to build its pipeline.
The cost to exit the transaction is relatively minimal. If shareholders nix the deal, it will owe CELG only $40M. The $2.2B termination fee only applies if BMY discloses a third-party acquisition proposal prior to the shareholder vote and enters into another agreement or closes a different transaction within the following year.
CELG is down a fraction premarket.
Update: BMY has just released its presentation on the merits of the deal.
Salem Media Group (NASDAQ:SALM) announced that PJ Media to become a part of Townhall Media alongside conservative sites Townhall, HotAir, RedState, Twitchy, and Bearing Arms under the leadership of Vice President & General Manager Jonathan Garthwaite.
The addition of PJ Media will increase Townhall Media’s footprint to over 15M unique readers each month.
Blackstone Group (BX +1.8%) emerges as the winner in an auction for Servpro Industries, and is close to acquiring the company for more than $1B including debt, the Wall Street Journal reports, citing people familiar with the matter.
Blackstone's long-dated private-equity fund, which can hold companies for up to 20 years, will execute the acquisition of the closely held company, which operates more than 1,700 franchisees specializing in fire, water, mold, and other cleaning services for residential and commercial companies.
Part of the rationale behind the deal is that Blackstone, which owns 232m square feet of office space and 300,000 residential units and homes, can become a major Servpro customer.
That recoups a couple days' decline in the shares.
It's not the first go-round for a potential sale of MSG Networks, which the Dolan family put up for sale in 2017 before withdrawing it for a lack of suitors.
Malone's bid is said to be contingent on success in his acquiring 21 Fox-owned regional sports nets from Disney -- a bid for which he has enlisted his Atlanta Braves, the Minnesota Twins and the Detroit Pistons.
Goldman Sachs (GS +2.1%) confirms it will acquire Standard & Poor's (SPGI +1%) model portfolio business, which offers portfolios constructed with ETFs and mutual funds to financial advisers to use for their clients.
The purchase of Standard & Poor's Investment Advisory Services may give Goldman's ETF business an edge in the competitive market, where issuers have been slashing fees to attract investor assets.
The unit that Goldman is purchasing also manages equity portfolios that use a rules-based investment process; it advises on more than $33B in assets.
Goldman didn't disclose terms of the deal, which was earlier reported by Barron's.
Curaleaf (OTCPK:CURLF +7.5%) announced acquisition of Acres Cannabis, with 269,000 sq. ft. of operating cultivation facilities and further expansion as needed on its 37 acres of land in Amargosa Valley, Nevada, significantly increasing Curaleaf's cultivation and manufacturing operations.
The addition of Acres' cultivation platform will provide Curaleaf with 42,000 sq. ft. of functioning climate-controlled greenhouses and 227,000 sq. ft. of outdoor cultivation in Amargosa Valley. At over 400,000 sq. ft., the facility is expected to generate 100,000 pounds of dry flower per year at full scale. During Q4 Acres harvested over 5,000 pounds of flower.
The transaction, valued at $70M, with $25M to be paid in cash, $45M to be paid in Curaleaf stock.
The transaction is subject to customary closing conditions and expected to close in 2019.