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M&A Update – 06/20/2017

Amazon announces it will acquire Whole Foods Market

On June 16, 2017, Amazon (NASDAQ: AMZN) and Whole Foods Market, Inc. (NASDAQ: WFM) announced they have entered into a definitive agreement under which Amazon will acquire Whole Foods Market for approximately $13.7 billion. Whole Foods Market is one of the leading natural and organic foods supermarket that has more than 460 stores in the United States and had sales of approximately $16 billion, in 2016. According to Fortune’s 2017 world’s most admired companies, Whole Foods Market and Amazon ranked number 28 and number 2, respectively. According to John Mackey, Whole Foods Market co-founder and CEO;
“This partnership presents an opportunity to maximize value for Whole Foods Market’s shareholders, while at the same time extending our mission and bringing the highest quality, experience, convenience, and innovation to our customers.”
Under the terms of the Agreement, Whole Foods Market will continue to operate stores under the Whole Foods brand. Amazon will acquire Whole Foods Market for $42 per share in an all-cash transaction, which values the total transaction at approximately $13.7 million, including Whole Foods Market’s net debt. The transaction is expected to close during the second half of 2017.
Read the full press release at www.amazon.com


Below are highlights of additional Merger and Acquisition activity from the last week:

Information Technology M&A News: On June 13, 2017, Cognizant (NASDAQ: CTSH) announced that it has entered into a definitive agreement under which Cognizant will acquire TMG Health, a subsidiary of Health Care Service Corporation (HCSC). TMG Health is the leading national provider of Business Process Outsourcing solutions for Medicare Advantage, Medicare Part D, and Managed Medicaid plans. TMG Health will enter into a new, expanded, multi-year service agreement to continue providing information technology, business process and other services to HCSC’s various operating units and subsidiaries. The transaction is expected to close in the third quarter of 2017.
Read more at www.cognizant.com

Leisure Products M&A News: On June 19, 2017, Hayward Industries, Inc. (“Hayward”) announced that it has entered into a definitive agreement with a partnership led by CCMP Capital Advisors, LP (“CCMP”) and MSD Partners, L.P. (“MSD Partners”). Under the agreement, CCMP and MSD Partners will acquire Hayward. Hayward is a leading global manufacturer of residential and commercial pool equipment.
Read more at www.hayward-pool.com

Energy Services M&A News: On June 19, 2017, Enerflex LTD (TSX: EFX), through its USA entity Enerflex Energy Systems, Inc. (“Enerflex”), announced that it has entered into a definitive agreement with Mesa Compression, LLC (“Mesa”), under which Enerflex will acquire Mesa for $106 million in cash. Enerflex is a single source supplier of natural gas compression, oil and gas processing, refrigeration systems, and electric power generation equipment.
Read more at www.enerflex.com

M&A Update – 06/12/2017

Below are noteworthy Merger and Acquisition activity from the last week:

Life Sciences M&A News: On June 06, 2017, Albany Molecular Research, Inc. (NASDAQ: AMRI), a global contract research, development, and manufacturing organization working in the life sciences industry, announced that it had signed a definitive agreement to be acquired by affiliates of The Carlyle Group (“Carlyle”) and GTCR LLC (“GTCR”). Under the agreement, both Carlyle and GTCR will acquire AMRI for $21.75 per share in cash, which represents a 42% premium to the 60-day weighted average closing price (ending April 5, 2017).
Read more at www.amriglobal.com

Packaged Food M&A News: On June 07, 2017, Tyson Foods, Inc. (NYSE: TSN) announced that it has officially completed its acquisition of AdvancePierre Foods Holdings, Inc. AdvancePierre is a leading national producer of ready-to-eat lunch and dinner sandwiches and snacks. Tyson purchased all the outstanding shares of common stock of AdvancePierre for $40.25 per share in cash, without interest. This created a total transaction value of approximately $4.2 billion.
Read more at www.tysonfoods.com

Aerospace M&A News: On June 08, 2017, LMI Aerospace, Inc. (NASDAQ: LMIA) announced that its shareholders approved the previously announced merger agreement under which Sonaca Group will acquire LMI. LMI is a leading supplier of structural assemblies, kits and components, and provider of engineering services to the commercial, business and regional, and military aerospace markets. The transaction is expected to close by the end of June 2017.
Read more at www.lmiaerospace.com

Healthcare M&A News: On June 12, 2017, Sientra, Inc. (NASDAQ: SIEN) (“Sientra”), a medical aesthetics company, announced that it had entered into a definitive agreement under which it will acquire Miramar Labs, Inc. (OTCQB: MRLB) (“Miramar”). Miramar is a global medical device company dedicated to bringing innovative and clinically proven applications to treat unmet needs in the aesthetic marketplace. Under the terms, the transaction value of $20 million in upfront cash plus contractual rights for potential contingent payments of up to an additional $14 million in cash.
Read more at www.sientra.com

M&A Update – 06/05/2017

Below are noteworthy Merger and Acquisition activity from the last week:

Oil & Gas M&A News: On May 30, 2017, Ensco Plc (NYSE: ESV) and Atwood Oceanics, Inc. (NYSE: ATW) jointly announced they have entered into a definitive agreement in which Ensco will acquire Atwood in an all-stock transaction. Ensco is a global provider of offshore drilling services to the petroleum industry. Atwood is a leading offshore drilling company that engages in the drilling and completion of exploration and developmental wells for the oil and gas industry. Under the terms, Atwood shareholders will receive 1.60 shares of Ensco for each Atwood common stock share for a total value of $10.72 per share.
Read more at www.enscoplc.com

Packaged Food M&A News: On June 1, 2017, Smithfield Foods, Inc. announced that they have completed its previously announced acquisition of Pini Group’s packaged meats companies in Poland. Through the acquisition, Smithfield Poland will be the largest employer in the Polish food industry. The purchase price was undisclosed.
Read more at www.smithfieldfoods.com

Manufacturing M&A News: On June 2, 2017, Worthington Industries (NYSE: WOR) announced it had acquired Amtrol, a leading manufacturer of pressure cylinders and water system tanks. Worthington is a diversified metal manufacturing company headquartered in Columbus, Ohio. Amtrol will strengthen Worthington’s industrial gas and consumer products business, while complementing Worthington’s refrigerant cylinder manufacturing capabilities. The purchase price was approximately $283 million.
Read more at www.worthingtonindustries.com

Biotechnology M&A News: On May 30, 2017, Inspyr Therapeutics (OTCQB: NSPXD), a clinical-stage biotechnology company, announced it has entered into an agreement to create an integrated company with a proprietary platform driving a pipeline of novel therapeutics with Lewis and Clark Pharmaceuticals. Lewis and Clark Pharmaceuticals is a privately-held biotechnology company developing novel proprietary compounds from an industry-leading technology platform.
Read more at www.inspyrtx.com

M&A Update – 05/30/2017

Hub Group Announces the Acquisition of Estenson Logistics

On May 25, 2017, Hub Group, Inc. (NASDAQ: HUBG), one of the nation’s leading freight transportation management companies, announced that its subsidiary, Hub Group Trucking, Inc., has entered into an agreement to acquire Estenson Logistics, LLC (“Estenson”). Estenson is the 14th largest dedicated contract carrier in North America, according to Transport Topics. The Company primarily offers road transportation of freight and logistics services. Moving forward, Estenson will be renamed Hub Group Dedicated Services and will operate under the Hub Group Trucking entity. Some highlights of the transaction are listed below:

  • Adds dedicated service offering to be named Hub Group Dedicated Services
  • Allows Hub Group to offer a more complete multi-modal solution to its customers
  • Accretive to earnings in 2017

  • Under the terms of the Agreement, Hub Group will acquire Estenson for a total transaction consideration of $308 million, which includes approximately $17 million in new equipment investments. A portion of the consideration will consist of the opportunity for Estenson to receive up to $6 million in the event certain EBITDA targets are met for the two years following the closing. According to David Yeager, Hub Group Chairman and CEO, “we [Hub Group] believe that gross-selling opportunities are in excess of $100 million in the next five years.” The transaction is expected to close on July 1, 2017.
    Read the full press release at www.hubgroup.com


    Below are highlights of additional Merger and Acquisition activity from the last week:

    Water Management M&A News: On May 24, 2017, Global Water Resources, Inc. (NASDAQ: GWRS), (TSX: GWR), a pure-play water resource management company, has announced they have acquired Eagletail Water Company. Eagletail is a small water utility company located west of metropolitan Phoenix.
    Read more at www.gwresources.com

    Healthcare M&A News: On May 30, 2017, ADMA Biologics, Inc. (NASDAQ: ADMA) announced that its stockholders have officially voted to approve the previously announced acquisition of certain assets from Biotest Pharmaceuticals Corporation (BPC), a wholly-owned subsidiary of Biotest AG.
    Read more at www.admabiologics.com

    Energy Services M&A News: On May 26, 2017, Mammoth Energy Service, Inc. (“Mammoth”) (NASDAQ: TUSK) announced that it has officially closed its previously announced acquisition of Chieftain Sand and Proppant, LLC. The total transaction was valued at $36 million in cash, including closing adjustments.
    Read more at www.mammothenergy.com

    M&A Update – 05/22/2017

    Huntsman Corporation and Clariant to Combine in Merger

    On May 22, 2017, Huntsman Corporation (NYSE: HUN) and Clariant (SIX: CLN) announced they have entered into a definitive agreement in which both companies will combine in a merger of equals through an all-stock transaction. Huntsman manufacturers and sells differentiated organic and inorganic chemical products worldwide. Similarly, Clariant, together with its subsidiaries, develops, manufactures, distributes, and sells specialty chemicals worldwide. The newly merged Company will continue under the name of HuntsmanClariant. The combined Company will have a significantly improved growth profile in highly attractive markets globally. Some highlights of the transaction are listed below:

  • All-stock merger of equals transaction
  • Clariant shareholders: 52%, Huntsman shareholders: 48%
  • Dual stock exchange direct listing on the Swiss Exchange (SIX) and the New York Stock Exchange (NYSE)

  • Under the terms of the Agreement, Huntsman shareholders will receive 1.2196 shares in HuntsmanClariant for each Huntsman share, while each existing Clariant share will remain outstanding as a share in HuntsmanClariant. The merged Company will create a leading global specialty chemical Company with sales in excess of $13 billion, and an adjusted EBITDA of approximately $2.3 billion. The combined Company also expects to realize more than $3.5 billion of value creation from approximately $400 million in annual cost synergies. The synergy run-rate is expected to be realized within two years. The transaction is expected to close by year end 2017.
    Read the full press release at www.huntsman.com


    Below are highlights of additional Merger and Acquisition activity from the last week:

    Healthcare M&A News: On May 19, 2017, Steward Health Care LLC (“Steward”) and IASIS Healthcare LLC (“IASIS”) announced they have entered into a definitive agreement in which the two companies will merge operations. The transaction will make Steward the largest private for-profit hospital operator in the US.
    Read more at www.steward.org

    Semiconductors M&A News: On May 12, 2017, MaxLinear, Inc. (NYSE: MXL), a leading provider of radio frequency (RF) and mixed-signal integrated circuits for various applications and industries, announced that it has officially completed its previously announced acquisition of Exar, Inc. (NYSE: EXAR). Exar develops, and markets high performance analog mixed-signal integrated circuits and sub-system solutions for the industrial and embedded systems.
    Read more at www.maxlinear.com

    Application Software M&A News: On May 19, 2017, Descartes Systems Group (NASDAQ: DSGX), the global leader in uniting logistics-intensive business in commerce, announced that it has officially acquired ShipRush. ShipRush is a leading provider of e-commerce multi-carrier parcel shipping solutions for small-to medium sized businesses.
    Read more at www.descartes.com

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