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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

    M&A Update – 05/15/2017

    Sinclair Broadcast Group will acquire Tribune Media Company

    On May 8, 2017, Sinclair Broadcast Group, Inc. (NASDAQ: SBGI) (“Sinclair”) announced that it has entered into a definitive agreement under which Sinclair will acquire Tribune Media Company (NYSE: TRCO) (“Tribune”) for total purchase price of approximately $3.9 billion. Sinclair is one of the largest television broadcasting companies in the country. It owns and operates a multicast network, four radio stations, and a cable network. Tribune is comprised of 42 owned or operated broadcast stations, national entertainment network WGN America, Tribune Studios, WGN-Radio, and a significant number of real estate properties and strategic investments.

    Under the terms of the Agreement, Sinclair will acquire 100% of the outstanding shares of Tribune for $43.50 per share, which represents a premium of approximately 8% over Tribune’s closing share price (as of May 5, 2017). This represents a total purchase price of $3.9 billion, plus the assumption of approximately $2.7 billion in net debt. The transaction is anticipated to close and fund in the final quarter of 2017.
    Read the full press release at www.sbgi.net


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

    Life Sciences M&A News: On May 15, 2017, Thermo Fisher Scientific, Inc. (NYSE: TMO), which provides analytical instruments, equipment, reagents and consumables, software, and various services, announced it will acquire Patheon N.V. (NYSE: PTHN) – a leading global provider of high-quality drug development and delivery solutions to the pharmaceutical and biopharma sectors. The transaction represents a purchase price of approximately $7.2 billion, which includes the assumption of approximately $2.0 billion of net debt.
    Read more at www.thermofisher.com

    Apparel & Accessories M&A News: On May 8, 2017, Coach Inc. (NYSE: COH), a leading New York designer of modern luxury accessories and lifestyle brands, announced that it had entered into a definitive agreement to acquire Kate Spade & Company (NYSE: KATE). Coach will acquire the outstanding shares for $18.50 per share in cash, which represents a total transaction price of $2.4 billion.
    Read more at www.coach.com

    Apparel & Accessories M&A News: On May 10, 2017, KPS Capital Partners, LP (“KPS”), announced that it had entered into a definitive agreement to acquire the TaylorMade Golf Company from Adidas AG. Under the Agreement, KPS will acquire TaylorMade, Adams and Ashworth brands (collectively, “TaylorMade”) for a total purchase price of $425 million. The transaction is expected to be completed later in 2017.
    Read more at www.kpsfund.com

    M&A Update – 05/01/2017

    Tyson Foods to Acquire AdvancePierre Foods Holdings

    On April 25, 2017, Tyson Foods, Inc. (NYSE: TSN) (“Tyson”) and AdvancePierre Foods Holdings, Inc. (NYSE: APFH) (“AdvancePierre”) announced that they had entered into a definitive agreement that Tyson will acquire AdvancePierre. Tyson is a worldwide food company that operates in four main segments: chicken, beef, pork, and packaged foods. AdvancePierre produces and distributes proteins and sandwich products to foodservice and retail markets, schools, and convenience channels throughout the U.S. The combination of the two companies creates an opportunity to create value in two complementary market-leading portfolios. Below are strategic and financial rationales that Tyson and AdvancePierre have identified:

  • Joins market leaders with complementary product portfolios
  • Furthers Tyson’s leadership in prepared foods segment
  • Enhances Tyson’s financial profile
  • Creates significant cost and revenue synergies

  • Under the terms of the Agreement, Tyson will acquire the outstanding common shares of AdvancePierre for $40.25 per share in cash. The offer represents a 41.6 percent premium to the Company’s 60-day volume-weighted average trading price ending on April 5, 2017. This creates a total enterprise value approximately $4.2 billion, including $3.2 billion in equity value, while $1.1 billion in assumption of AdvancePierre debt. The transaction is expected to close in the third quarter of Tyson’s fiscal 2017.
    Read the full press release at www.tyson.com


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

    Specialty Chemicals M&A News: On April 24, 2017 KMG (NYSE: KMG), a global provider of specialty chemicals, announced that it has signed a definitive agreement to acquire Flowchem, a leading manufacturer of pipeline performance products. The total transaction is valued at approximately $495 million in cash, including working capital of approximately $17 million. The closing is anticipated to occur mid-June 2017.
    Read more at www.kmgchemicals.com

    Aerospace M&A News: On April 25, 2017 HEICO Corporation (NYSE: HEI) announced that it has officially completed its previously announced acquisition of Air Cost Control (“A2C”), a distributor of electrical parts for the aerospace industry. HEICO acquired 80.1 percent of the operating units of A2C from the founders. A2C will operate under HEICO’s Flight Support Group.
    Read more at www.heico.com

    Industrial Machinery M&A News: On April 27, 2017 Lincoln Electric Holdings, Inc. (NASDAQ: LECO) announced that it had entered into a definitive agreement with Air Liquide to acquire its Air Liquide Welding subsidiary. Lincoln Electric designs, manufacturers, and sells welding, cutting, and brazing products worldwide. The transaction is valued at approximately $125 million and is expected to close in the second half of 2017.
    Read more at www.lincolnelectric.com

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