Thursday, December 31, 2009
CRCC-Tongguan Buys Corriente Res. For $650M
Corriente Resources Inc. agreed to be acquired by CRCC-Tongguan Investment Co. Ltd. for about $650 million or $8.19 per share in cash. CRCC-Tongguan is a joint venture between China Railway and Tongling Nonferrous. Citigroup Global Markets and Canaccord Financial advised Corriente Resources Inc.
Wednesday, December 30, 2009
Excel Trust Announces $300M IPO Offering
Excel Trust, a newly formed retail REIT targeting value oriented community properties, filed last Thursday with the SEC to raise up to $300 million in an initial public offering. The San Diego, CA-based company plans to acquire, finance, develop, lease, own and manage community and power centers, grocery anchored neighborhood centers and freestanding retail properties. Excel Trust, which was incorporated on Dec. 15 of this year and has no operating history to date, plans to list on the NYSE under the symbol EXL. Morgan Stanley, Barclays Capital, and UBS Investment Bank are the lead underwriters on the deal, for which pricing terms and timing were not disclosed
Tuesday, December 29, 2009
Rusal Gets Backing For $2B IPO Offering
Russian aluminum giant UC Rusal won backing for its US$2 billion Hong Kong initial public offering from Asia-based tycoon Robert Kuok and two prominent hedge funds, two people familiar with the matter said Tuesday.
The backing could lend credibility to an IPO that got off to a rocky start, after Hong Kong regulators forbade retail investors to participate amid concerns over Rusal's $14.9 billion in debt.
According to the people familiar with the matter, the investors include Mr. Kuok, also known by Chinese name Kuok Hock Nien, whose Kuok Group includes Hong Kong-listed Kerry Properties Ltd. and English-language daily South China Morning Post; blue-blood hedge fund manager Nathaniel Rothschild, through his NR Investments; Paulson & Co., the hedge fund run by John Paulson; and Russian state development bank Vneshekonombank, or VEB.
The four will serve as cornerstone investors, these people said. Cornerstone investors buy into a company during the pre-IPO stage and agree to hold their stakes for a certain period of time, in this case six months.
Rusal plans to raise about US$2 billion from selling around a 10% stake as part of efforts to repay debt. The company is set for a primary listing in Hong Kong and a secondary listing of its depositary receipts on Paris' Euronext stock exchange on Jan. 29.
The deal is being closely watched in investment banking circles. It marks Hong Kong's first Russian IPO as it seeks listings from there and elsewhere in the world to diversify beyond its heavy China focus.
It has also posed unusual regulatory issues that put the offering under a cloud. The Hong Kong securities watchdog, the Securities & Futures Commission, approved the IPO under the condition that it not be marketed to small investors. The Hong Kong stock exchange's listing committee delayed approval of the offering as it sought more information, including details of its debt restructuring.
Analysts value the entire company at US$20 billion to US$26.7 billion. In a recent report, resource-focused investment bank Liberum Capital said its $20 billion to $26 billion valuation range implies a price-earnings multiple range of 14.1 times to 18.3 times 2010 earnings. By comparison, it said, Western peers fetch an average of 24.7 times 2010 earnings, while Hong Kong-listed Aluminum Corp. of China Ltd. fetches a 24.7 multiple.
Rusal is the world's largest aluminum and alumina producer with an output last year of 4.4 million metric tons of aluminum, or 12% of the global total, and 11.3 million tons of alumina, or 13% of world production, according to metals and mining consulting firm CRU Strategies.
Rusal earlier this month completed the restructuring of US$7.4 billion in debt with more than 70 Russian and global banks. VEB provided Rusal with a $4.5 billion bailout loan in 2008 and has said it plans to buy up to 3% of the IPO.
Pre-marketing of the deal will begin Jan. 4, said one person familiar with the matter. The roadshow, which will begin in Hong Kong before proceeding to Singapore, the U.K., continental Europe and the U.S., will start on Jan. 12.
People familiar with the situation said earlier that financial investors that have shown interest included Los Angeles-based Capital Group Cos. and asset management firm BlackRock Inc.
Bank of China International, BNP Paribas SA, Bank of America Merrill Lynch and Credit Suisse Group are bookrunners on the deal.
The backing could lend credibility to an IPO that got off to a rocky start, after Hong Kong regulators forbade retail investors to participate amid concerns over Rusal's $14.9 billion in debt.
According to the people familiar with the matter, the investors include Mr. Kuok, also known by Chinese name Kuok Hock Nien, whose Kuok Group includes Hong Kong-listed Kerry Properties Ltd. and English-language daily South China Morning Post; blue-blood hedge fund manager Nathaniel Rothschild, through his NR Investments; Paulson & Co., the hedge fund run by John Paulson; and Russian state development bank Vneshekonombank, or VEB.
The four will serve as cornerstone investors, these people said. Cornerstone investors buy into a company during the pre-IPO stage and agree to hold their stakes for a certain period of time, in this case six months.
Rusal plans to raise about US$2 billion from selling around a 10% stake as part of efforts to repay debt. The company is set for a primary listing in Hong Kong and a secondary listing of its depositary receipts on Paris' Euronext stock exchange on Jan. 29.
The deal is being closely watched in investment banking circles. It marks Hong Kong's first Russian IPO as it seeks listings from there and elsewhere in the world to diversify beyond its heavy China focus.
It has also posed unusual regulatory issues that put the offering under a cloud. The Hong Kong securities watchdog, the Securities & Futures Commission, approved the IPO under the condition that it not be marketed to small investors. The Hong Kong stock exchange's listing committee delayed approval of the offering as it sought more information, including details of its debt restructuring.
Analysts value the entire company at US$20 billion to US$26.7 billion. In a recent report, resource-focused investment bank Liberum Capital said its $20 billion to $26 billion valuation range implies a price-earnings multiple range of 14.1 times to 18.3 times 2010 earnings. By comparison, it said, Western peers fetch an average of 24.7 times 2010 earnings, while Hong Kong-listed Aluminum Corp. of China Ltd. fetches a 24.7 multiple.
Rusal is the world's largest aluminum and alumina producer with an output last year of 4.4 million metric tons of aluminum, or 12% of the global total, and 11.3 million tons of alumina, or 13% of world production, according to metals and mining consulting firm CRU Strategies.
Rusal earlier this month completed the restructuring of US$7.4 billion in debt with more than 70 Russian and global banks. VEB provided Rusal with a $4.5 billion bailout loan in 2008 and has said it plans to buy up to 3% of the IPO.
Pre-marketing of the deal will begin Jan. 4, said one person familiar with the matter. The roadshow, which will begin in Hong Kong before proceeding to Singapore, the U.K., continental Europe and the U.S., will start on Jan. 12.
People familiar with the situation said earlier that financial investors that have shown interest included Los Angeles-based Capital Group Cos. and asset management firm BlackRock Inc.
Bank of China International, BNP Paribas SA, Bank of America Merrill Lynch and Credit Suisse Group are bookrunners on the deal.
PTC Therapeutics Raises $50M Equity Funding
After canceling an initial public offering in 2007, PTC Therapeutics Inc., a South Plainfield, N.J.-based drug company, has raised $50 million in new venture capital funding. The Column Group and return backer Delphi Ventures co-led the round. Undisclosed new investors were joined by return investors CSFB Private Equity, and HBM BioVentures and strategic investors Novo A/S and Celgene Corp. In conjunction with Delphi's increased stake, general partner Deepa Pakianathan will join PTC's board of directors.With the new funding, PTC has raised more than $183 million in VC funding and filed for an initial public offering in 2006 that it later withdrew because of market conditions. PTC last raised capital in 2005. PTC is developing small-molecule drugs based on cell activities called post-transcriptional-control processes, which regulate the rate and timing of protein production. The company is developing compounds that alter those processes by changing the way RNA is used to produce proteins. Possible uses for such drug candidates include treating cancer and genetic disorders. In addition to collaborating with strategic investor Celgene, the company also has agreements with Genzyme Corp., Gilead Sciences Inc., Merck & Co., Pfizer Inc. and Hoffmann-La Roche Inc.
CDR Acquires BCA For $621M
New York private equity firm Clayton, Dubilier & Rice LLC agreed Thursday to acquire BCA, a European used auto sales company, providing an exit for midmarket London buyout shop Montagu Private Equity LLP.
Sources close to the transaction said CDR paid around £390 million ($621 million).
The deal is the latest sign of renewed life in both the buyout market and the battered global auto industry.
BCA, based in Hindhead, England, sells more than £4 billion of used vehicles annually. As the dominant firm in the European market, the 60-plus-year-old company operates 45 remarketing centers across 12 countries.
Senior management will retain an undisclosed equity stake after the deal closes. Jon Olsen will remain BCA's chief executive, while Fred Kindle, a London-based CD&R partner, will become chairman.
"BCA is a market-leading business-to-business services company with a strong management team and market position, attractive risk profile and exciting growth prospects," said David Novak, a London-based CD&R partner. "The company is exceptionally well-positioned to continue to deliver high levels of performance."
UBS handled the BCA auction, which attracted bids from London private equity firms Cinven Ltd., Bridgepoint Capital Ltd. and BC Partners Ltd.
Montagu bought BCA for £450 million in 2006 from a group of private investors and reportedly split the business into separate operating and property companies. According to the Financial Times, the property company has about £250 million of debt and will likely not be sold.
CDR has been notably active in recent months. In late November it completed a $477 million equity investment in JohnsonDiversey Inc., part of a $2.6 billion recapitalization of the Sturtevant, Wis.-based provider of cleaning, polishing and odor-control products to hotels, restaurants and other businesses.
The BCA transaction is expected to close in the first quarter of 2010.
CDR took financial advice from HSBC Holdings plc and Bank of America Merrill Lynch. It received legal counsel from Clifford Chance LLP and Debevoise & Plimpton LLP.
Sources close to the transaction said CDR paid around £390 million ($621 million).
The deal is the latest sign of renewed life in both the buyout market and the battered global auto industry.
BCA, based in Hindhead, England, sells more than £4 billion of used vehicles annually. As the dominant firm in the European market, the 60-plus-year-old company operates 45 remarketing centers across 12 countries.
Senior management will retain an undisclosed equity stake after the deal closes. Jon Olsen will remain BCA's chief executive, while Fred Kindle, a London-based CD&R partner, will become chairman.
"BCA is a market-leading business-to-business services company with a strong management team and market position, attractive risk profile and exciting growth prospects," said David Novak, a London-based CD&R partner. "The company is exceptionally well-positioned to continue to deliver high levels of performance."
UBS handled the BCA auction, which attracted bids from London private equity firms Cinven Ltd., Bridgepoint Capital Ltd. and BC Partners Ltd.
Montagu bought BCA for £450 million in 2006 from a group of private investors and reportedly split the business into separate operating and property companies. According to the Financial Times, the property company has about £250 million of debt and will likely not be sold.
CDR has been notably active in recent months. In late November it completed a $477 million equity investment in JohnsonDiversey Inc., part of a $2.6 billion recapitalization of the Sturtevant, Wis.-based provider of cleaning, polishing and odor-control products to hotels, restaurants and other businesses.
The BCA transaction is expected to close in the first quarter of 2010.
CDR took financial advice from HSBC Holdings plc and Bank of America Merrill Lynch. It received legal counsel from Clifford Chance LLP and Debevoise & Plimpton LLP.
SS&C Tech Announces $300M IPO Offering
Making a second attempt at a listing, private equity-backed SS&C Technologies Holdings Inc., a provider of financial services software, filed with regulators Monday, Dec. 28, to raise about $300 million in an initial public offering.
The Windsor, Conn.-based company did not disclose in its filing with the Securities and Exchange Commission details about how many shares it intends to offer, its price range or on which stock exchange it plans to list its shares.
An affiliate of Washington, D.C.-based private equity firm Carlyle Group LLC owns 72% of SS&C and William C. Stone, the company's chairman and chief executive, holds the balance. How many shares, if any, the shareholders will contribute to the offering was not revealed.
The company said it plans to use the offering proceeds to redeem all or a portion of outstanding 11 3/4% senior subordinated notes due 2013, for working capital and other general corporate purposes, including potential acquisitions.
Acquisitions are not new to SS&C, which has been buying heavily for the past year. Last month, SS&C bought for an undisclosed amount The NextRound Inc., a Framingham, Mass.-based software company serving private equity and other alternative investment firms.
In June, SS&C acquired the assets of Pennsylvania-based Unisys Corp.'s Maximis software, an investment accounting application designed to meet regulatory and management reporting needs of large finance and insurance companies, and public pension funds. And in March, SS&C acquired assets of Evare LLC, a financial services technology company. The financial terms of those deals were also not disclosed.
Underwriting the deal is J.P. Morgan & Co., Credit Suisse, Morgan Stanley and Deutsche Bank Securities. Jefferies & Co. and Raymond James are co-managers.
John A. Burgess, James R. Burke and Justin L. Ochs, of Wilmer Cutler Pickering Hale and Dorr LLP in Boston are providing the issuers with legal advice. Stuart M. Cable, Mark T. Bettencourt and Michael J. Minahan of Goodwin Procter LLP in Boston are representing the underwriters.
SS&C was founded in 1986 and completed an IPO in 1996. In 2005, the majority of the company was acquired by the Carlyle Group for $982 million. In April 2008, SS&C filed for a public offering but withdrew those plans in October as markets seized up.
The Windsor, Conn.-based company did not disclose in its filing with the Securities and Exchange Commission details about how many shares it intends to offer, its price range or on which stock exchange it plans to list its shares.
An affiliate of Washington, D.C.-based private equity firm Carlyle Group LLC owns 72% of SS&C and William C. Stone, the company's chairman and chief executive, holds the balance. How many shares, if any, the shareholders will contribute to the offering was not revealed.
The company said it plans to use the offering proceeds to redeem all or a portion of outstanding 11 3/4% senior subordinated notes due 2013, for working capital and other general corporate purposes, including potential acquisitions.
Acquisitions are not new to SS&C, which has been buying heavily for the past year. Last month, SS&C bought for an undisclosed amount The NextRound Inc., a Framingham, Mass.-based software company serving private equity and other alternative investment firms.
In June, SS&C acquired the assets of Pennsylvania-based Unisys Corp.'s Maximis software, an investment accounting application designed to meet regulatory and management reporting needs of large finance and insurance companies, and public pension funds. And in March, SS&C acquired assets of Evare LLC, a financial services technology company. The financial terms of those deals were also not disclosed.
Underwriting the deal is J.P. Morgan & Co., Credit Suisse, Morgan Stanley and Deutsche Bank Securities. Jefferies & Co. and Raymond James are co-managers.
John A. Burgess, James R. Burke and Justin L. Ochs, of Wilmer Cutler Pickering Hale and Dorr LLP in Boston are providing the issuers with legal advice. Stuart M. Cable, Mark T. Bettencourt and Michael J. Minahan of Goodwin Procter LLP in Boston are representing the underwriters.
SS&C was founded in 1986 and completed an IPO in 1996. In 2005, the majority of the company was acquired by the Carlyle Group for $982 million. In April 2008, SS&C filed for a public offering but withdrew those plans in October as markets seized up.
Codexis Inc Files For $100M IPO
Fifteen months after shelving IPO plans, biotech company Codexis Inc., which produces enzymes and microbes that make industrial processes cleaner and faster, has filed for a initial public offering on the Nasdaq.
The Redwood City, Calif.-based company, which has venture capital backers, said in a filing Monday, Dec. 28, with the Securities and Exchange Commission that it plans to raise about $100 million in the offering. It did not provide details on the number or value of shares to be sold.
Codexis had planned an IPO in late 2008 but scrapped those plans in September of that year amid the market meltdown.
The company makes biocatalysts, which are production materials that help to lower the environmental impact of drug and fuel production. It is working with major drug companies like Merck & Co. Inc. and Pfizer Inc. and has a five-year exclusive deal to help oil giant Shell turn biomass into fuel. It hopes to use its biocatalysts in water purification and carbon emission problems in the future.
The major shareholders in Codexis are the pharmaceutical company Maxygen Inc., which spun out the company in 2003, and Shell, which is Codexis's exclusive biofuels partner. Its VC backers include crossover San Francisco firm CMEA Ventures, Biomedical Sciences Investment Fund Pte Ltd. of Singapore, FirstMark Capital of New York, and San Ramon, Calif.-based CTTV Investments LLC.
In the first nine months of 2009, Codexis's product revenue rose 24% to $13.4 million from $10.8 million in the same period a year earlier. The net loss fell to $15.1 million from $38.8 million a year ago.
Codexis said it plans to use proceeds from the IPO for working capital and general corporate purposes.
The company plans to list on the Nasdaq under the symbol "CDXS."
Credit Suisse and Goldman Sachs & Co. will lead the IPO underwriting syndicate, which includes RBC Capital Markets and Pacific Crest Securities. Credit Suisse, Goldman Sachs and RBC had also been involved in the previous attempt at an IPO.
Patrick A. Pohlen and Gregory Chin at law firm Latham & Watkins LLP are advising the issuers in the IPO while John A. Fore and Michael S. Russell at Wilson Sonsini Goodrich & Rosati Professional Corp. are representing the underwriters.
The Redwood City, Calif.-based company, which has venture capital backers, said in a filing Monday, Dec. 28, with the Securities and Exchange Commission that it plans to raise about $100 million in the offering. It did not provide details on the number or value of shares to be sold.
Codexis had planned an IPO in late 2008 but scrapped those plans in September of that year amid the market meltdown.
The company makes biocatalysts, which are production materials that help to lower the environmental impact of drug and fuel production. It is working with major drug companies like Merck & Co. Inc. and Pfizer Inc. and has a five-year exclusive deal to help oil giant Shell turn biomass into fuel. It hopes to use its biocatalysts in water purification and carbon emission problems in the future.
The major shareholders in Codexis are the pharmaceutical company Maxygen Inc., which spun out the company in 2003, and Shell, which is Codexis's exclusive biofuels partner. Its VC backers include crossover San Francisco firm CMEA Ventures, Biomedical Sciences Investment Fund Pte Ltd. of Singapore, FirstMark Capital of New York, and San Ramon, Calif.-based CTTV Investments LLC.
In the first nine months of 2009, Codexis's product revenue rose 24% to $13.4 million from $10.8 million in the same period a year earlier. The net loss fell to $15.1 million from $38.8 million a year ago.
Codexis said it plans to use proceeds from the IPO for working capital and general corporate purposes.
The company plans to list on the Nasdaq under the symbol "CDXS."
Credit Suisse and Goldman Sachs & Co. will lead the IPO underwriting syndicate, which includes RBC Capital Markets and Pacific Crest Securities. Credit Suisse, Goldman Sachs and RBC had also been involved in the previous attempt at an IPO.
Patrick A. Pohlen and Gregory Chin at law firm Latham & Watkins LLP are advising the issuers in the IPO while John A. Fore and Michael S. Russell at Wilson Sonsini Goodrich & Rosati Professional Corp. are representing the underwriters.
Monday, December 28, 2009
Airvana To Be Acquired By Blackstone/SAC for $530M
Airvana, Inc. (NASDAQ: AIRV), a leading provider of mobile broadband network infrastructure products, today announced that it has entered into a definitive agreement with a newly formed company to be owned by affiliates of S.A.C. Private Capital Group, LLC, GSO Capital Partners LP, Sankaty Advisors LLC and ZelnickMedia, in a transaction valued at approximately $530 million. Under the terms of the agreement, at closing, each share of Airvana common stock will be exchanged for $7.65 cash, representing a premium of approximately 23% over the closing share price on December 17, 2009. Certain members of management of Airvana, including Randy Battat, President and CEO, and founders Vedat Eyuboglu and Sanjeev Verma, will exchange a portion of their shares for an equity interest in the acquirer. Merle Gilmore, former President of Motorola’s Communications Enterprise, will serve as Chairman of the Company following the closing.“As we transition to a private company, Airvana will continue to focus on its two major mobile broadband product lines, EV-DO software and femtocells,” Battat said. “Our customers should expect the same great products delivered by the same great team.”“We are enormously excited about the opportunity to work with such a strong management team and talented group of employees to build on Airvana’s impressive track record,” said Gilmore. 72 Mobile Holdings, LLC, the entity formed to acquire Airvana, Inc., has secured committed financing, consisting of a combination of equity to be provided by the investor group and debt financing led by GSO Capital Partners LP on behalf of funds managed by it and its affiliates. There is no financing condition to the obligation of the investor group to consummate the transaction.The transaction was unanimously approved on December 17, 2009 by Airvana’s Board of Directors (other than Mr. Battat and Mr. Verma, who abstained) and by a Special Committee of independent directors. The Special Committee, which did not include any member of management, was established to undertake a review of Airvana’s strategic alternatives. Completion of the transaction is subject to approval of Airvana shareholders, regulatory approvals and other closing conditions and is expected to occur by the end of the first quarter of 2010.Goldman, Sachs & Co. is acting as financial advisor, and Ropes & Gray LLP is acting as legal counsel, to Airvana’s Special Committee. WilmerHale LLP is acting as Airvana’s legal counsel. Perella Weinberg Partners is serving as financial advisor, and Simpson Thacher & Bartlett LLP is serving as legal counsel, to the acquirer
ExxonMobil To Buy XTO Energy for $41B
Exxon Mobil said Monday that it had agreed to buy XTO Energy, a natural gas producer, for $31 billion in stock and the assumption of $10 billion in debt, the largest energy merger in years.
Under the terms of the deal, Exxon will pay XTO shareholders 0.7098 common shares for each of their XTO shares, or about $51.69 based on Friday’s closing prices. The deal, which is taking advantage of low natural gas prices, represents a 25 percent premium for XTO’s shares.
The deal would give Exxon the equivalent of about 45 trillion cubic feet of natural gas throughout the United States, in a bet that demand will continue to rise. XTO, founded in 1986, is the nation’s largest domestic producer of natural gas.
“XTO is a leading U.S. unconventional natural gas producer, with an outstanding resource base, strong technical expertise and highly skilled employees,” Rex Tillerson, Exxon’s chief executive, said in a statement.
Exxon’s deal has prompted speculation among analysts over which natural gas producers may be up for sale next, with companies like Devon Energy now considered potential takeover targets.
Exxon said that after the deal’s close, expected in the second quarter next year, it would keep XTO as an upstream business unit to develop natural gas resources from unconventional sources like shale rock. The business will remain in XTO’s headquarters in Fort Worth.
Exxon was advised by JPMorgan Chase, while XTO was advised by Barclays Capital and Jefferies.
Under the terms of the deal, Exxon will pay XTO shareholders 0.7098 common shares for each of their XTO shares, or about $51.69 based on Friday’s closing prices. The deal, which is taking advantage of low natural gas prices, represents a 25 percent premium for XTO’s shares.
The deal would give Exxon the equivalent of about 45 trillion cubic feet of natural gas throughout the United States, in a bet that demand will continue to rise. XTO, founded in 1986, is the nation’s largest domestic producer of natural gas.
“XTO is a leading U.S. unconventional natural gas producer, with an outstanding resource base, strong technical expertise and highly skilled employees,” Rex Tillerson, Exxon’s chief executive, said in a statement.
Exxon’s deal has prompted speculation among analysts over which natural gas producers may be up for sale next, with companies like Devon Energy now considered potential takeover targets.
Exxon said that after the deal’s close, expected in the second quarter next year, it would keep XTO as an upstream business unit to develop natural gas resources from unconventional sources like shale rock. The business will remain in XTO’s headquarters in Fort Worth.
Exxon was advised by JPMorgan Chase, while XTO was advised by Barclays Capital and Jefferies.
Telefonica To Buy JAJAH for 145M Eur
Telefónica today announced the acquisition of the leading communications innovator JAJAH for the value of EUR 145 million in an all-cash transaction. The agreement is subject to formal clearance by CNC, the Spanish competition authority.
The purchase of JAJAH -- based in Silicon Valley, California, and Israel -- significantly enriches Telefónica's capabilities to offer cutting-edge communications services for customers online -- whenever, wherever and however they want.
JAJAH services are used in around 200 countries by millions of people and are integrated into everyday instant messaging and social media applications, as well as through its own JAJAH direct-to-consumer offer. Its business solutions, which provide seamless IP communications services across the organisation, regardless of location or device, are used by thousands of small-to-medium and large enterprises across the world.
Matthew Key, Chairman and CEO of Telefónica Europe, said: "The acquisition of JAJAH broadens the scope of our communications offering and opens up new capabilities in the voice communication space. People using social networking sites such as Twitter now have an even wider range of communications channels available -- and have the option of speaking directly to each other as well as communicating by text or keyboard."
JAJAH has a successful range of innovative consumer, small business and enterprise solutions, combining Internet technology with telephony to create user-friendly, high quality communications services.
Trevor Healy, CEO of JAJAH, said: "This is a very exciting union of a young, innovative company with one of the largest integrated communications companies in the world. Together, we look forward to creating the next generation of communication."
JAJAH will continue to operate under its current brand reporting into Telefónica Europe, which will be the first of Telefónica's regional business divisions to offer seamless JAJAH services to customers wishing to extend their communications experience. Telefónica Europe was advised in the transaction by KPMG, and JAJAH was advised by CFP Corporate Finance Partners. Deutsche Bank acted as advisor in closing procedures.
About Telefónica Europe
Telefónica Europe is a business division of Telefónica comprising mobile, fixed and DSL operations in the UK, Ireland, Germany, the Czech Republic and Slovakia -- all of which use 'O2' as their consumer brand. Telefónica Europe also has 50% ownership of the UK and Irish Tesco Mobile and German Tchibo Mobilfunk joint venture businesses. In addition, the group includes the Isle of Man integrated fixed/mobile operator, Manx Telecom. Telefónica Europe is headquartered in Slough, UK, and has some 48.6 million mobile and fixed customers.
About JAJAH
JAJAH's IP Communications Platform offers flexible, next-generation integrated communications solutions for enterprises, telecommunications companies and individuals. JAJAH's award-winning services make it easier for people to stay in touch using any device, on any network, anywhere. Leveraging a universal open telecommunications platform, JAJAH's managed services allow mobile operators, landline carriers, cable companies, technology companies and other businesses to adopt its voice solutions with minimal investment and time to market. The leading global IP communications company is headquartered in Mountain View, California, with offices in Israel. For more information and details of JAJAH's portfolio of consumer and business solutions, visit www.JAJAH.com.
The purchase of JAJAH -- based in Silicon Valley, California, and Israel -- significantly enriches Telefónica's capabilities to offer cutting-edge communications services for customers online -- whenever, wherever and however they want.
JAJAH services are used in around 200 countries by millions of people and are integrated into everyday instant messaging and social media applications, as well as through its own JAJAH direct-to-consumer offer. Its business solutions, which provide seamless IP communications services across the organisation, regardless of location or device, are used by thousands of small-to-medium and large enterprises across the world.
Matthew Key, Chairman and CEO of Telefónica Europe, said: "The acquisition of JAJAH broadens the scope of our communications offering and opens up new capabilities in the voice communication space. People using social networking sites such as Twitter now have an even wider range of communications channels available -- and have the option of speaking directly to each other as well as communicating by text or keyboard."
JAJAH has a successful range of innovative consumer, small business and enterprise solutions, combining Internet technology with telephony to create user-friendly, high quality communications services.
Trevor Healy, CEO of JAJAH, said: "This is a very exciting union of a young, innovative company with one of the largest integrated communications companies in the world. Together, we look forward to creating the next generation of communication."
JAJAH will continue to operate under its current brand reporting into Telefónica Europe, which will be the first of Telefónica's regional business divisions to offer seamless JAJAH services to customers wishing to extend their communications experience. Telefónica Europe was advised in the transaction by KPMG, and JAJAH was advised by CFP Corporate Finance Partners. Deutsche Bank acted as advisor in closing procedures.
About Telefónica Europe
Telefónica Europe is a business division of Telefónica comprising mobile, fixed and DSL operations in the UK, Ireland, Germany, the Czech Republic and Slovakia -- all of which use 'O2' as their consumer brand. Telefónica Europe also has 50% ownership of the UK and Irish Tesco Mobile and German Tchibo Mobilfunk joint venture businesses. In addition, the group includes the Isle of Man integrated fixed/mobile operator, Manx Telecom. Telefónica Europe is headquartered in Slough, UK, and has some 48.6 million mobile and fixed customers.
About JAJAH
JAJAH's IP Communications Platform offers flexible, next-generation integrated communications solutions for enterprises, telecommunications companies and individuals. JAJAH's award-winning services make it easier for people to stay in touch using any device, on any network, anywhere. Leveraging a universal open telecommunications platform, JAJAH's managed services allow mobile operators, landline carriers, cable companies, technology companies and other businesses to adopt its voice solutions with minimal investment and time to market. The leading global IP communications company is headquartered in Mountain View, California, with offices in Israel. For more information and details of JAJAH's portfolio of consumer and business solutions, visit www.JAJAH.com.
Crimson Exploration Prices $93.1M Share Offering
-Crimson Exploration Inc. (NASDAQGM: CXPO - News) (“Crimson Exploration”) today announced that it has closed its public offering of 20,000,000 shares of Crimson Exploration common stock at the price of $5.00 per share. Crimson Exploration’s net proceeds from the offering were approximately $93.1 million, after deducting underwriting discounts and commissions and estimated offering expenses.
Barclays Capital Inc. and Credit Suisse Securities (USA) LLC acted as joint book-running managers of the offering.
Barclays Capital Inc. and Credit Suisse Securities (USA) LLC acted as joint book-running managers of the offering.
Roper Industries Prices $121M Share Offering
Roper Industries, Inc. (NYSE: ROP) announced today that it has priced a registered public offering of 2,300,000 shares of its common stock at $53.15 per share. The net proceeds of the offering are expected to be approximately $121 million after underwriting discounts and commissions and estimated offering expenses. The offering is being made in conjunction with the Company's inclusion in the S&P 500® index, which became effective after trading on the NYSE closed on December 22, 2009. The offering is expected to close on December 29, 2009, subject to customary closing conditions.
J.P. Morgan and Goldman, Sachs & Co. are serving as joint book-runners for the offering.
J.P. Morgan and Goldman, Sachs & Co. are serving as joint book-runners for the offering.
ReachLocal Files $100M IPO
ReachLocal, which offers online marketing and reporting solutions to help small and medium-sized businesses acquire and retain customers, filed on Tuesday with the SEC to raise up to $100 million in an initial public offering. The online advertising company combines advanced technology and a digitally sophisticated sales force to provide SMBs with a simple and cost-effective marketing strategy. The Woodland Hills, CA-based company was founded in 2003 and booked $186 million in sales over the last 12 months. J.P. Morgan, BofA Merrill Lynch are the lead underwriters on the deal. Pricing terms for the IPO as well as its expected listing exchange and ticker symbol were not disclosed.
Rules-Based Medicine Announces $90M IPO
Rules-Based Medicine, which develops and commercializes molecular diagnostic tests based on novel biomarker patterns, filed on Wednesday with the SEC to raise up to $90 million in an initial public offering. The Austin, TX-based company, which was founded in 2002 and booked $21 million in sales over the last 12 months, plans to list on the NASDAQ under the symbol RULE. Jefferies is the lead underwriters on the deal, for which pricing terms and timing were not disclosed.
State Street To Buy Intesa Unit For $2.5B
State Street Corp., a leading U.S. fund manager and administrator, agreed Tuesday to pay €1.75 billion ($2.5 billion) for the securities services units of Intesa Sanpaolo SpA.
The Italian bank is selling assets to strengthen its capital ratios, having on Sept. 29 decided to bypass state bailout funding. It said its core Tier 1 ratio will rise 37 basis points as a result of the transaction, and it will book a gross gain of €740 million.
Boston-based State Street aims to derive 50% of its revenue from outside the U.S., compared with 35% in 2008. Earlier this month it announced a deal to buy Jersey, Channel Islands-based Mourant International Finance Administration. "Today's acquisition represents a significant milestone in State Street's strategy to become a truly global provider," outgoing State Street CEO Ronald Logue said in a statement.
The Intesa operations changing hands are based in Italy and Luxembourg and cover securities with a market value of €350 billion. The operations have annual revenue of around €300 million and generate net income of €120 million, Intesa said. It noted that €1.28 billion of the price corresponds to the assets' goodwill value.
State Street has $17.9 trillion in assets under custody and administration and $1.7 trillion under management.
It expects to finance the acquisition through available capital and support the acquired balance sheet with about €560 million of additional capital at closing.
If the deal closes, as expected, in the second quarter of 2010, State Street projects it will incur €80 million of pretax merger and integration costs over five years and will achieve €60 million of savings over the same period. Depending on the timing of the closing, the purchase should be modestly accretive to operating earnings in the fiscal year ending 2010 excluding one-time costs, it added. State Street said its Tier 1 capital ratio should be 15.6% upon closing.
The deal builds on the Milan-based investment servicing business State Street established in 2003 with the acquisition of the global securities services business of Deutsche Bank AG.
Logue will retire in March and be replaced by Joseph Hooley, who is president and chief operating officer.
In the statement Hooley said the Intesa purchase will "provide State Street with access to a new customer base to which we can cross-sell additional products and services and will give us additional traction in the insurance market.
"Additionally, it will build on our leadership position in the high-growth areas of fund accounting and offshore fund servicing. Lastly, this acquisition will provide us with a long-term servicing relationship with one of Europe's premier fund managers," he added.
Rothschild and Banca IMI are advising Intesa, while McKinsey & Co. is providing consultancy services. The bank's law firm is Pedersoli e Associati.
Intesa, whose CEO is Corrado Passera, is Italy's second-largest bank behind UniCredit SpA. It has a market value of €38.4 billion, compared with UniCredit's €38.7 billion.
Intesa's shares were little changed on Tuesday.
The Italian bank is selling assets to strengthen its capital ratios, having on Sept. 29 decided to bypass state bailout funding. It said its core Tier 1 ratio will rise 37 basis points as a result of the transaction, and it will book a gross gain of €740 million.
Boston-based State Street aims to derive 50% of its revenue from outside the U.S., compared with 35% in 2008. Earlier this month it announced a deal to buy Jersey, Channel Islands-based Mourant International Finance Administration. "Today's acquisition represents a significant milestone in State Street's strategy to become a truly global provider," outgoing State Street CEO Ronald Logue said in a statement.
The Intesa operations changing hands are based in Italy and Luxembourg and cover securities with a market value of €350 billion. The operations have annual revenue of around €300 million and generate net income of €120 million, Intesa said. It noted that €1.28 billion of the price corresponds to the assets' goodwill value.
State Street has $17.9 trillion in assets under custody and administration and $1.7 trillion under management.
It expects to finance the acquisition through available capital and support the acquired balance sheet with about €560 million of additional capital at closing.
If the deal closes, as expected, in the second quarter of 2010, State Street projects it will incur €80 million of pretax merger and integration costs over five years and will achieve €60 million of savings over the same period. Depending on the timing of the closing, the purchase should be modestly accretive to operating earnings in the fiscal year ending 2010 excluding one-time costs, it added. State Street said its Tier 1 capital ratio should be 15.6% upon closing.
The deal builds on the Milan-based investment servicing business State Street established in 2003 with the acquisition of the global securities services business of Deutsche Bank AG.
Logue will retire in March and be replaced by Joseph Hooley, who is president and chief operating officer.
In the statement Hooley said the Intesa purchase will "provide State Street with access to a new customer base to which we can cross-sell additional products and services and will give us additional traction in the insurance market.
"Additionally, it will build on our leadership position in the high-growth areas of fund accounting and offshore fund servicing. Lastly, this acquisition will provide us with a long-term servicing relationship with one of Europe's premier fund managers," he added.
Rothschild and Banca IMI are advising Intesa, while McKinsey & Co. is providing consultancy services. The bank's law firm is Pedersoli e Associati.
Intesa, whose CEO is Corrado Passera, is Italy's second-largest bank behind UniCredit SpA. It has a market value of €38.4 billion, compared with UniCredit's €38.7 billion.
Intesa's shares were little changed on Tuesday.
Glencore Intl Prices $2.2B Convertible Offering
Swiss commodity trader Glencore International AG on Wednesday sold as much as $2.2 billion of convertible bonds to investors, including private equity firms and sovereign wealth funds, in what could be a prelude to a $35 billion initial public offering.
The privately owned commodities giant said in an e-mailed statement that the buyers in the offering are New York private equity firm BlackRock Inc., Government of Singapore Investment Corp. Pte. Ltd., Greenwich, Conn.-based private equity investor First Reserve Corp. and Zijin Mining Group Co. Ltd., China's third-largest copper producer.
The four-year bonds, which are unsecured, can be converted to Glencore shares in an IPO or "other predetermined qualifying events," said the company, adding that the terms of the bonds give Glencore a pre-conversion equity value of $35 billion.
Glencore, based in Baar, Switzerland, has suffered in the past year from the slide in commodity prices, and its profit in the first nine months of 2009 declined 56% from a year earlier, to $1.8 billion.
Analysts cited in press reports believe the company will use the proceeds of the bond issue to buy back the Prodeco coal assets in Colombia, which it sold to mining company Xstrata plc for $2 billion in March. Glencore has a 34% stake in Xstrata.
Glencore said the offering was increased from between $1.5 billion and $2 billion because of strong demand.
"This transaction, in which Glencore is opening up its equity capital to outside investors, marks an important milestone as we embark on the next stage of our corporate development," the Glencore statement said. "As economic growth resumes, the outlook for most commodity markets is continuing to improve."
Glencore is owned by its employees and trades metals and oil and controls mines and smelters. In addition to its stake in Xstrata of Switzerland, Glencore has a 9.7% stake in United Co. Rusal, the world's largest aluminum producer.
Citigroup Global Markets Ltd. and Morgan Stanley have acted as advisers to Glencore.
The privately owned commodities giant said in an e-mailed statement that the buyers in the offering are New York private equity firm BlackRock Inc., Government of Singapore Investment Corp. Pte. Ltd., Greenwich, Conn.-based private equity investor First Reserve Corp. and Zijin Mining Group Co. Ltd., China's third-largest copper producer.
The four-year bonds, which are unsecured, can be converted to Glencore shares in an IPO or "other predetermined qualifying events," said the company, adding that the terms of the bonds give Glencore a pre-conversion equity value of $35 billion.
Glencore, based in Baar, Switzerland, has suffered in the past year from the slide in commodity prices, and its profit in the first nine months of 2009 declined 56% from a year earlier, to $1.8 billion.
Analysts cited in press reports believe the company will use the proceeds of the bond issue to buy back the Prodeco coal assets in Colombia, which it sold to mining company Xstrata plc for $2 billion in March. Glencore has a 34% stake in Xstrata.
Glencore said the offering was increased from between $1.5 billion and $2 billion because of strong demand.
"This transaction, in which Glencore is opening up its equity capital to outside investors, marks an important milestone as we embark on the next stage of our corporate development," the Glencore statement said. "As economic growth resumes, the outlook for most commodity markets is continuing to improve."
Glencore is owned by its employees and trades metals and oil and controls mines and smelters. In addition to its stake in Xstrata of Switzerland, Glencore has a 9.7% stake in United Co. Rusal, the world's largest aluminum producer.
Citigroup Global Markets Ltd. and Morgan Stanley have acted as advisers to Glencore.
China Pac. Ins. Grp Prices $3.1B IPO
China Pacific Insurance (Group) Co. Ltd.'s $3.1 billion initial public offering in Hong Kong delivered Carlyle Group a healthy paper profit of 6 times its total investment.
The insurer's stock rose slightly in its market debut Wednesday to close at HK$28.30 ($3.65). It had priced its IPO at HK$28 a share.
The company provides life and property and casualty insurance products to individuals and institutions throughout China.
It bills itself as the third largest Chinese life insurer based on gross written premiums and captured 9% of the country's market last year, according to the prospectus.
As for property and casualty insurance, it said it ranked second and third, respectively, with a roughly 11.5% share of each market last year.
Carlyle has held a minority stake in the Shanghai company for four years, first investing RMB3.3 billion (then $410 million) in 2005. It later injected additional capital, bringing the firm's total investment to $800 million, according to a source.
Caryle didn't say sell any shares in the IPO, but the value of its money has soared by 6 times to around $4.8 billion on paper, the source said.
The firm's pre-IPO stake of 17.3% will be diluted as result of the offering, and investment is now subject to a one-year lock-up agreement, this person added.
The underwriters for the Hong Kong listing are UBS, Credit Suisse Group, China International Capital Corp. Ltd. and Goldman, Sachs & Co.
Carlyle employs both a buyout and growth equity strategy in Asia. In late June, it unveiled a $1.04 billion fund focused on high-growth companies in China, India, South Korea and other Asian markets.
The new pool, Carlyle Asia Growth Partners IV, revealed in November that it sank more than $60 million in three separate Chinese businesses: ship components and marine- and port-structures manufacturer Nantong Rainbow Heavy Industry Co. Ltd., China Agritech Co. Ltd. and tourism services provider iTour Co. Ltd.
In September, Carlyle agreed to buy a 17.3% stake in one of China's biggest makers of infant formula, Guangdong Yashili Group Co. Ltd.
The insurer's stock rose slightly in its market debut Wednesday to close at HK$28.30 ($3.65). It had priced its IPO at HK$28 a share.
The company provides life and property and casualty insurance products to individuals and institutions throughout China.
It bills itself as the third largest Chinese life insurer based on gross written premiums and captured 9% of the country's market last year, according to the prospectus.
As for property and casualty insurance, it said it ranked second and third, respectively, with a roughly 11.5% share of each market last year.
Carlyle has held a minority stake in the Shanghai company for four years, first investing RMB3.3 billion (then $410 million) in 2005. It later injected additional capital, bringing the firm's total investment to $800 million, according to a source.
Caryle didn't say sell any shares in the IPO, but the value of its money has soared by 6 times to around $4.8 billion on paper, the source said.
The firm's pre-IPO stake of 17.3% will be diluted as result of the offering, and investment is now subject to a one-year lock-up agreement, this person added.
The underwriters for the Hong Kong listing are UBS, Credit Suisse Group, China International Capital Corp. Ltd. and Goldman, Sachs & Co.
Carlyle employs both a buyout and growth equity strategy in Asia. In late June, it unveiled a $1.04 billion fund focused on high-growth companies in China, India, South Korea and other Asian markets.
The new pool, Carlyle Asia Growth Partners IV, revealed in November that it sank more than $60 million in three separate Chinese businesses: ship components and marine- and port-structures manufacturer Nantong Rainbow Heavy Industry Co. Ltd., China Agritech Co. Ltd. and tourism services provider iTour Co. Ltd.
In September, Carlyle agreed to buy a 17.3% stake in one of China's biggest makers of infant formula, Guangdong Yashili Group Co. Ltd.
Tengion Files For $40.25M IPO
East Norriton, Pa.-based venture funded biotech Tengion Inc. has filed for a $40.25 million initial public offering. Piper Jaffray & Co. will serve as the lead underwriter. It plans to trade on the Nasdaq under ticker symbol TNGN. Tengion has raised more than $140 million in VC funding, from Oak Investment Partners, HealthCap, Johnson & Johnson Development Corp., Brookside Capital, Bain Capital Ventures, Quaker BioVentures, L Capital Partners, Deerfield Partners and Safeguard Scientifics. Tengion is a regenerative medicine company focused on replacement organs such as bladders.
Amicas To Be Acquired By Thomas Bravo For $217M
Thoma Bravo to buy Amicas by Donna Block Updated 09:16 AM, Dec-28-2009 ET
Radiology imaging software company Amicas Inc. agreed Monday Dec. 28, to be acquired by private equity firm Thoma Bravo LLC in an all-cash deal valued at $5.35 per share or $217 million.
The per-share price represents a 21% premium over Amicas' closing price Thursday of $4.42.
Stephen Kahane, Amicas' chairman, president, and chief executive, said the deal provides an "attractive all cash valuation for shareholders." Kahane added that working with the private equity firm will give the company additional capital and operational expertise to grow and better serve its customers.
"We look forward to continuing our mission to provide the best solutions for image and information management in healthcare," said Kahane.
"Thoma Bravo will further strengthen the industry leadership position of Amicas through organic growth initiatives, acquisitions, and implementation of operational best practices," Seth Boro, a principal at Chicago-based Thoma Bravo said in a statement announcing the deal.
The transaction is expected to close in the first quarter of 2010 pending regulatory approvals and the approval of Amicas shareholders. The deal is not subject to a financing condition.
Under the merger agreement, however, Boston-based Amicas may solicit alternative proposals from third parties for 45 calendar days commencing Dec. 24, 2009.
Raymond James & Associates, Inc. is serving as financial adviser to Amicas. Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, P.C. is providing Amicas with legal counsel. Thoma Bravo's legal counsel is Kirkland & Ellis LLP.
Amicas was founded in 1996 as InfoCure Corp. and in 1999 acquired medical software company VitalWorks Inc. In 2005, Amicas sold the VitalWorks unit to Cerner Corp. for $100 million. Since then, the company has focused entirely on developing image and information management software for radiology and cardiology departments.
Earlier this year, Amicas bought Emageon Inc. a provider of software and services to hospitals and health care networks for $39 million. The deal expanded Amicas' expertise in image and information management products, and expanded its customer base to more than 1,000 clients.
Radiology imaging software company Amicas Inc. agreed Monday Dec. 28, to be acquired by private equity firm Thoma Bravo LLC in an all-cash deal valued at $5.35 per share or $217 million.
The per-share price represents a 21% premium over Amicas' closing price Thursday of $4.42.
Stephen Kahane, Amicas' chairman, president, and chief executive, said the deal provides an "attractive all cash valuation for shareholders." Kahane added that working with the private equity firm will give the company additional capital and operational expertise to grow and better serve its customers.
"We look forward to continuing our mission to provide the best solutions for image and information management in healthcare," said Kahane.
"Thoma Bravo will further strengthen the industry leadership position of Amicas through organic growth initiatives, acquisitions, and implementation of operational best practices," Seth Boro, a principal at Chicago-based Thoma Bravo said in a statement announcing the deal.
The transaction is expected to close in the first quarter of 2010 pending regulatory approvals and the approval of Amicas shareholders. The deal is not subject to a financing condition.
Under the merger agreement, however, Boston-based Amicas may solicit alternative proposals from third parties for 45 calendar days commencing Dec. 24, 2009.
Raymond James & Associates, Inc. is serving as financial adviser to Amicas. Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, P.C. is providing Amicas with legal counsel. Thoma Bravo's legal counsel is Kirkland & Ellis LLP.
Amicas was founded in 1996 as InfoCure Corp. and in 1999 acquired medical software company VitalWorks Inc. In 2005, Amicas sold the VitalWorks unit to Cerner Corp. for $100 million. Since then, the company has focused entirely on developing image and information management software for radiology and cardiology departments.
Earlier this year, Amicas bought Emageon Inc. a provider of software and services to hospitals and health care networks for $39 million. The deal expanded Amicas' expertise in image and information management products, and expanded its customer base to more than 1,000 clients.
Tower Bancorp To Buy First Chester For $65M
Tower Bancorp Inc. agreed Monday to buy neighboring First Chester County Corp. of West Chester, Pa. in an all-stock deal valued at about $65 million or about $10.22 per share.
Under terms of the deal, Harrisburg, Pa.-based Tower plans to give First Chester holders 0.453 of a Tower common chare for each First Chester share. That values First Chester at $10.22 per share, an 86% premium to Thursday's close of $5.50.
Tower chairman and chief executive Andrew Samuel said in a statement that First Chester's location is contiguous to Tower's current markets and the deal fits the company's strategy of expanding selectively.
"Upon closing we will be one of central and southeastern Pennsylvania's largest independent community banks," Samuel said.
John A. Featherman III, chairman, president and CEO of First Chester said the deal will "create significant value for First Chester shareholders, both immediately and longer term."
First Chester has $1.3 billion in assets as well as 23 branches situated across four counties in southeastern Pennsylvania. Tower has $1.4 billion in assets and 27 locations in central Pennsylvania and Maryland.
Tower Bancorp, with a market value of $160 million, is the result of a deal earlier this year to merge Graystone Bank and Tower Bank. And, as part of the First Chester deal, Graystone Tower Bank has agreed to increase its lending facility with First Chester to up to $26 million as well as to purchase up to $100 million of residential mortgages and commercial loans from First National Bank of Chester County in order for the bank to satisfy the regulatory capital requirements of the Office of the Comptroller of the Currency.
Tower expects the deal to close in the second quarter and management said it plans no branch closures, though 15% cost savings, or $12 million, are expected from streamlining back-office operations.
The transaction, approved by the boards of both companies, is expected to close in the second quarter pending shareholder and regulatory approvals.
Investment firm Keefe Bruyette & Woods Inc. provided Tower with financial advice and Rhoads & Sinon LLP provided legal counsel. First Chester was advised by the investment banking firm of Sandler O'Neill and Partners and the law firm of Hogan & Hartson LLP.
Under terms of the deal, Harrisburg, Pa.-based Tower plans to give First Chester holders 0.453 of a Tower common chare for each First Chester share. That values First Chester at $10.22 per share, an 86% premium to Thursday's close of $5.50.
Tower chairman and chief executive Andrew Samuel said in a statement that First Chester's location is contiguous to Tower's current markets and the deal fits the company's strategy of expanding selectively.
"Upon closing we will be one of central and southeastern Pennsylvania's largest independent community banks," Samuel said.
John A. Featherman III, chairman, president and CEO of First Chester said the deal will "create significant value for First Chester shareholders, both immediately and longer term."
First Chester has $1.3 billion in assets as well as 23 branches situated across four counties in southeastern Pennsylvania. Tower has $1.4 billion in assets and 27 locations in central Pennsylvania and Maryland.
Tower Bancorp, with a market value of $160 million, is the result of a deal earlier this year to merge Graystone Bank and Tower Bank. And, as part of the First Chester deal, Graystone Tower Bank has agreed to increase its lending facility with First Chester to up to $26 million as well as to purchase up to $100 million of residential mortgages and commercial loans from First National Bank of Chester County in order for the bank to satisfy the regulatory capital requirements of the Office of the Comptroller of the Currency.
Tower expects the deal to close in the second quarter and management said it plans no branch closures, though 15% cost savings, or $12 million, are expected from streamlining back-office operations.
The transaction, approved by the boards of both companies, is expected to close in the second quarter pending shareholder and regulatory approvals.
Investment firm Keefe Bruyette & Woods Inc. provided Tower with financial advice and Rhoads & Sinon LLP provided legal counsel. First Chester was advised by the investment banking firm of Sandler O'Neill and Partners and the law firm of Hogan & Hartson LLP.
Monday, December 21, 2009
Youku.com Raises $40M Equity Financing
Youku.com, a Chinese video sharing site, has raised $40 million in the first tranche of a Series E funding round. Chengwei Ventures led the close, and was joined by fellow return backers Brookside Capital, Maverick Capital and Sutter Hill Ventures. The company has now raised $110 million in total VC funding, plus $10 million in venture debt from Western Technology Investment.
On the third anniversary of its launch, Youku.com, China’s leading Internet video website, today announced that it has closed US$40 million in private equity funding in a first tranche of a growth financing round.
The round was led by Chengwei Ventures and the first closing was raised entirely from existing investors. Besides Chengwei, those investors include Brookside (Bain) Capital, Maverick Capital, and Sutter Hill Ventures.
Youku is in active discussion with other potential investors over a second tranche of the round, which will raise up to an additional $40 million.
Including the first tranche for the current round, the company has raised $110 million in private equity funding, and $10 million in venture debt.
This latest round of funding will be used to syndicate professional media and produce Web-based content, to further enhance user experience, and on both PC-based and mobile R&D, according to Youku founder and CEO Victor Koo.
“We are honored to have the continued support of our board and our investors,” said Mr. Koo. “We feel this is a vote of confidence in our ability to execute and deliver results over the last three years, and this round of funding will help us to extend and solidify our lead in the market,” he said.
Youku currently works with over 1500 content license-holders to deliver professionally-produced programming. Youku has attracted 350 brand advertisers to date, and the company’s gross revenues for 2009 will surpass RMB 200 million.
“In the year 2009, Youku has cemented a dominant market position and achieved successful monetization,” said Eric Li, managing director of Chengwei Ventures. “We will continue to ensure Youku has the strongest financial resources to maintain and expand its leadership position,” he added.
Youku had 149 million unique visitors accessing the site from home or office PCs and 57 million accessing from Internet cafes during the month of October 2009, according to Shanghai-based Internet research firm iResearch. iResearch also reported that Youku users spent a total of 229 million hours on the site in October.
On the third anniversary of its launch, Youku.com, China’s leading Internet video website, today announced that it has closed US$40 million in private equity funding in a first tranche of a growth financing round.
The round was led by Chengwei Ventures and the first closing was raised entirely from existing investors. Besides Chengwei, those investors include Brookside (Bain) Capital, Maverick Capital, and Sutter Hill Ventures.
Youku is in active discussion with other potential investors over a second tranche of the round, which will raise up to an additional $40 million.
Including the first tranche for the current round, the company has raised $110 million in private equity funding, and $10 million in venture debt.
This latest round of funding will be used to syndicate professional media and produce Web-based content, to further enhance user experience, and on both PC-based and mobile R&D, according to Youku founder and CEO Victor Koo.
“We are honored to have the continued support of our board and our investors,” said Mr. Koo. “We feel this is a vote of confidence in our ability to execute and deliver results over the last three years, and this round of funding will help us to extend and solidify our lead in the market,” he said.
Youku currently works with over 1500 content license-holders to deliver professionally-produced programming. Youku has attracted 350 brand advertisers to date, and the company’s gross revenues for 2009 will surpass RMB 200 million.
“In the year 2009, Youku has cemented a dominant market position and achieved successful monetization,” said Eric Li, managing director of Chengwei Ventures. “We will continue to ensure Youku has the strongest financial resources to maintain and expand its leadership position,” he added.
Youku had 149 million unique visitors accessing the site from home or office PCs and 57 million accessing from Internet cafes during the month of October 2009, according to Shanghai-based Internet research firm iResearch. iResearch also reported that Youku users spent a total of 229 million hours on the site in October.
Ukrop Sells 25 Stores To Giant-Carlisle for $140M
Right on the heels of setting up shop in London, Harris Williams & Co. has brokered a European deal.
The Richmond, Va., investment bank announced Friday that Chris Williams, Derek Lewis, John Klim, and Nathan Dapeer advised on Ukrop's Super Markets Inc.'s sale of 25 stores to Giant-Carlisle for $140 million.
Giant-Carlisle, officially known as Giant Food Stores LLC, is a division of Ahold USA Inc. of Quincy, Mass., itself a unit of Dutch supermarket conglomerate Royal Ahold NV of Amsterdam.
"This acquisition is part of Ahold's profitable growth strategy. Ukrop's is a great company with a strong heritage in an attractive market," Ahold CEO John Rishton said in a statement.
Royal Ahold announced the deal Dec. 17. It is expected to close in the next quarter.
Ukrop's, a family-owned 28-store chain in central Virginia founded in 1937, first began to circulate a prospectus to interested buyers around July 15, according to trade publication Food World.
"The family came to the realization that the grocery industry has changed a lot in the last decade and become increasingly competitive," Harris Williams director Derek Lewis said. "To be able to buy more cost-effectively and to be able to offer lower prices was one of the key considerations."
Ukrop's CEO Bobby Ukrop will retain his company's baked goods and kitchen operations and become an Ahold supplier in Richmond.
Lewis said a small auction was conducted but declined to identify other bidders.
"We went through a small group of strategic buyers we thought would have an interest in these assets. It was a very targeted process," he said.
Royal Ahold finished a major divestiture effort in early 2008 that raised €3.1 billion ($4.4 billion), significantly more than the €2.5 billion that the company pledged in November 2003.
When the program began, Ahold was on the brink of implosion, with observers dubbing it "Europe's Enron." The company had admitted overstating earnings by $1 billion at its U.S. Foodservice Unit. For 2002, Ahold posed a €1.2 billion loss on €63 billion in sales and was carrying €12.3 billion in debt.
The asset sales were spread across 28 countries worldwide. They included sales of Ahold's U.S. subsidiary chains Bi-Lo and Bruno's to Dallas-based Lone Star Funds for $660 million, Brazilian retail chain G. Barbosa to Washington buyout firm Acon Investments LLC for an estimated $550 million in January 2005, and its money-losing Hypermarkets in Poland to France's Carrefour SA for $499 million in December 2006.
On Dec. 10 Harris Williams opened up a London subsidiary, Harris Williams & Co. Ltd., in a calculated move to take advantage of the pickup in economic and M&A activity.
"[The Ahold deal] is indicative of a lot of trends that we're seeing with the middle market becoming more and more global. Going forward, the London office will be a great access point for Harris Williams into Europe," Lewis said.
Ukrop's didn't return calls. Ahold officials could not be reached.
The Richmond, Va., investment bank announced Friday that Chris Williams, Derek Lewis, John Klim, and Nathan Dapeer advised on Ukrop's Super Markets Inc.'s sale of 25 stores to Giant-Carlisle for $140 million.
Giant-Carlisle, officially known as Giant Food Stores LLC, is a division of Ahold USA Inc. of Quincy, Mass., itself a unit of Dutch supermarket conglomerate Royal Ahold NV of Amsterdam.
"This acquisition is part of Ahold's profitable growth strategy. Ukrop's is a great company with a strong heritage in an attractive market," Ahold CEO John Rishton said in a statement.
Royal Ahold announced the deal Dec. 17. It is expected to close in the next quarter.
Ukrop's, a family-owned 28-store chain in central Virginia founded in 1937, first began to circulate a prospectus to interested buyers around July 15, according to trade publication Food World.
"The family came to the realization that the grocery industry has changed a lot in the last decade and become increasingly competitive," Harris Williams director Derek Lewis said. "To be able to buy more cost-effectively and to be able to offer lower prices was one of the key considerations."
Ukrop's CEO Bobby Ukrop will retain his company's baked goods and kitchen operations and become an Ahold supplier in Richmond.
Lewis said a small auction was conducted but declined to identify other bidders.
"We went through a small group of strategic buyers we thought would have an interest in these assets. It was a very targeted process," he said.
Royal Ahold finished a major divestiture effort in early 2008 that raised €3.1 billion ($4.4 billion), significantly more than the €2.5 billion that the company pledged in November 2003.
When the program began, Ahold was on the brink of implosion, with observers dubbing it "Europe's Enron." The company had admitted overstating earnings by $1 billion at its U.S. Foodservice Unit. For 2002, Ahold posed a €1.2 billion loss on €63 billion in sales and was carrying €12.3 billion in debt.
The asset sales were spread across 28 countries worldwide. They included sales of Ahold's U.S. subsidiary chains Bi-Lo and Bruno's to Dallas-based Lone Star Funds for $660 million, Brazilian retail chain G. Barbosa to Washington buyout firm Acon Investments LLC for an estimated $550 million in January 2005, and its money-losing Hypermarkets in Poland to France's Carrefour SA for $499 million in December 2006.
On Dec. 10 Harris Williams opened up a London subsidiary, Harris Williams & Co. Ltd., in a calculated move to take advantage of the pickup in economic and M&A activity.
"[The Ahold deal] is indicative of a lot of trends that we're seeing with the middle market becoming more and more global. Going forward, the London office will be a great access point for Harris Williams into Europe," Lewis said.
Ukrop's didn't return calls. Ahold officials could not be reached.
Bucyrus Intl To Buy Terex Biz For $1.3B
Mining equipment maker Bucyrus International Inc. agreed Sunday to buy Terex Corp.'s mining equipment business for $1.3 billion to take a global lead in the business.
Though the purchase is officially a cash deal, Bucyrus can at the closing request that $300 million of it be paid in Terex stock at the current share price.
The purchased assets include operations making hydraulic mining excavators and electric drive mining trucks and comprise 38 facilities around the world with about 2,150 employees. Once the deal closes, South Milwaukee, Wis.-based Bucyrus will operate out of about 100 locations around the world and have about 10,000 employees.
"Through our extended product offering, we will continue to design and produce world-class machines and provide the best after-market support throughout the life of the equipment," Bucyrus CEO Tim Sullivan said in a statement. "We will expand our geographic footprint and diversify our portfolio of products across a broader range of commodities."
Bucyrus estimated it could find more than $100 million in annual operating synergies by 2012 because of the deal.
Both boards have approved the deal, which does not need shareholder approval from either company. The parties expect to close the transaction in the first quarter of 2010.
Bucyrus said it has signed a commitment letter with a group of financial institutions, which it did not name, to provide financing for the deal by increasing its existing revolving credit facility and with a new term loan facility.
Westport, Conn.-based Terex said the sale is part of its plan to relinquish its construction and mining equipment business and focus on machinery and industrial products, which have a higher return on capital. The company will receive about $1 billion in net proceeds, which it plans to reinvest in its chosen core business.
"Mining is a highly capital intensive business," said Terex chairman and CEO Ronald M. DeFeo in a statement. "It would take us years to build the infrastructure to service and support new equipment sales in many of the key mining markets around the world where Bucyrus already has significant presence."
Goldman, Sachs & Co. acted as financial adviser to Terex on the deal, while the company sought legal counsel from Bryan Cave LLP.
Greenhill & Co. LLC served as Bucyrus' financial adviser. Sullivan & Cromwell LLP acted as counsel to Bucyrus in connection with the acquisition agreement, while Foley & Lardner LLP provided legal advice on a commitment letter from lenders.
Though the purchase is officially a cash deal, Bucyrus can at the closing request that $300 million of it be paid in Terex stock at the current share price.
The purchased assets include operations making hydraulic mining excavators and electric drive mining trucks and comprise 38 facilities around the world with about 2,150 employees. Once the deal closes, South Milwaukee, Wis.-based Bucyrus will operate out of about 100 locations around the world and have about 10,000 employees.
"Through our extended product offering, we will continue to design and produce world-class machines and provide the best after-market support throughout the life of the equipment," Bucyrus CEO Tim Sullivan said in a statement. "We will expand our geographic footprint and diversify our portfolio of products across a broader range of commodities."
Bucyrus estimated it could find more than $100 million in annual operating synergies by 2012 because of the deal.
Both boards have approved the deal, which does not need shareholder approval from either company. The parties expect to close the transaction in the first quarter of 2010.
Bucyrus said it has signed a commitment letter with a group of financial institutions, which it did not name, to provide financing for the deal by increasing its existing revolving credit facility and with a new term loan facility.
Westport, Conn.-based Terex said the sale is part of its plan to relinquish its construction and mining equipment business and focus on machinery and industrial products, which have a higher return on capital. The company will receive about $1 billion in net proceeds, which it plans to reinvest in its chosen core business.
"Mining is a highly capital intensive business," said Terex chairman and CEO Ronald M. DeFeo in a statement. "It would take us years to build the infrastructure to service and support new equipment sales in many of the key mining markets around the world where Bucyrus already has significant presence."
Goldman, Sachs & Co. acted as financial adviser to Terex on the deal, while the company sought legal counsel from Bryan Cave LLP.
Greenhill & Co. LLC served as Bucyrus' financial adviser. Sullivan & Cromwell LLP acted as counsel to Bucyrus in connection with the acquisition agreement, while Foley & Lardner LLP provided legal advice on a commitment letter from lenders.
TreeHouse Agrees To Buy Sturm Foods For $660M
TreeHouse Foods Inc. agreed Monday to acquire Sturm Foods Inc., a private-label manufacturer of hot cereal and powdered soft drink mixes, from HM Capital Partners LLC and other shareholders for $660 million.
Bank of America Merrill Lynch is financial adviser to TreeHouse Foods on the transaction, and Winston & Strawn LLP is legal counsel. Deutsche Bank AG is financial adviser to Sturm and HM Capital with respect to the transaction, and Vinson & Elkins LLP is legal counsel.
TreeHouse said it expects the deal to boost its presence in private-label dry groceries, expand earnings margins and enhance cash flows, as well as improve the company's research and development, packaging, mixing and flavoring capabilities.
The deal will boost TreeHouse's pro forma sales to about $1.9 billion after the transaction is complete, TreeHouse said. The transaction also is expected to add about 38 cents to 40 cents per share to earnings on an annual basis.
"Sturm Foods is a significant addition to TreeHouse, both strategically and financially," said Sam K. Reed, chairman and chief executive of TreeHouse Foods. Reed added that the hot cereal and powdered drink mix categories "are large and growing, offer health and convenience benefits, and have significant private-label shares of 26% and 20%, respectively."
Under terms of the deal, the purchase price is expected to be funded by a combination of $400 million in new debt issuance, about $100 million in equity stock issuance and the balance accessed from borrowings under TreeHouse's existing revolving credit facility.
Both the financing and the acquisition are expected to close in the first quarter of 2010. TreeHouse Foods said it expects to incur about $19 million in one-time costs associated with inventory revaluations, transaction fees and issuance costs within the first year following closing.
Manawa, Wis.-based Sturm, founded in 1905, was acquired by HM Capital Partners in May 2005, and Sturm's CEO, Michael Upchurch, maintained an equity stake in the company.
TreeHouse was spun off from Dean Foods Co. in 2005 and first lady Michelle Obama had been a director of the Westchester, Ill.-based food manufacturer but resigned her post in May 2007 when her husband became a presidential candidate.
TreeHouse also raised its 2009 earnings-per-share guidance. It sees earnings of $2.10 a share to $2.12 a share, excluding items, compared with its prior view of $2.07 to $2.09 a share.
For 2010, excluding the impact of the acquisition, the company expects to earn $2.32 a share to $2.37 a share.
Bank of America Merrill Lynch is financial adviser to TreeHouse Foods on the transaction, and Winston & Strawn LLP is legal counsel. Deutsche Bank AG is financial adviser to Sturm and HM Capital with respect to the transaction, and Vinson & Elkins LLP is legal counsel.
TreeHouse said it expects the deal to boost its presence in private-label dry groceries, expand earnings margins and enhance cash flows, as well as improve the company's research and development, packaging, mixing and flavoring capabilities.
The deal will boost TreeHouse's pro forma sales to about $1.9 billion after the transaction is complete, TreeHouse said. The transaction also is expected to add about 38 cents to 40 cents per share to earnings on an annual basis.
"Sturm Foods is a significant addition to TreeHouse, both strategically and financially," said Sam K. Reed, chairman and chief executive of TreeHouse Foods. Reed added that the hot cereal and powdered drink mix categories "are large and growing, offer health and convenience benefits, and have significant private-label shares of 26% and 20%, respectively."
Under terms of the deal, the purchase price is expected to be funded by a combination of $400 million in new debt issuance, about $100 million in equity stock issuance and the balance accessed from borrowings under TreeHouse's existing revolving credit facility.
Both the financing and the acquisition are expected to close in the first quarter of 2010. TreeHouse Foods said it expects to incur about $19 million in one-time costs associated with inventory revaluations, transaction fees and issuance costs within the first year following closing.
Manawa, Wis.-based Sturm, founded in 1905, was acquired by HM Capital Partners in May 2005, and Sturm's CEO, Michael Upchurch, maintained an equity stake in the company.
TreeHouse was spun off from Dean Foods Co. in 2005 and first lady Michelle Obama had been a director of the Westchester, Ill.-based food manufacturer but resigned her post in May 2007 when her husband became a presidential candidate.
TreeHouse also raised its 2009 earnings-per-share guidance. It sees earnings of $2.10 a share to $2.12 a share, excluding items, compared with its prior view of $2.07 to $2.09 a share.
For 2010, excluding the impact of the acquisition, the company expects to earn $2.32 a share to $2.37 a share.
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