Shiseido Co Ltd, Japan's largest cosmetics company, has agreed to buy U.S.-based Bare Escentuals for $1.7 billion, as it looks to speed up its expansion and break into a new part of the North American market.
Deals Japan
Shiseido, which began as far back as 1872 as Japan's first Western-style pharmacy, has been focusing on growth in China to offset a $24 billion home market that is shrinking as Japan's population ages.
Shiseido said adding Bare Escentuals, a San Francisco-based cosmetics and skincare firm, would help it move into the fast-growing natural-ingredient cosmetics market. Bare Escentuals would have lifted revenues at Shiseido last year by 8 percent and operating income by 36 percent.
Kao Corp, a rival toiletries and cosmetics firm that bought Kanebo in 2006 and British luxury skincare brand Molton Brown in 2005, is also looking for beauty-care product brands in the United States and Europe.
Japan's third-ranked Kose Corp has also said it would consider an overseas acquisition if the right deal came along.
Shiseido shares gained 6 percent on Friday in their biggest rise in 6- months, beating a flat Nikkei average.
The acquisition may strengthen Shiseido's presence in a competitive North American market and help it expand in Central and South America, said Ryosuke Okazaki, chief investment officer and senior vice president at ITC Investment Partners, an asset management arm of Itochu Corp.
"But investors are still trying to see if these two strong brands can help one another grow, without competing," he said.
Shiseido is offering $18.20 per share in the cash deal, a 43 percent premium to Bare Escentuals' last Nasdaq closing price.
Bare Escentuals' 2008 operating profit margin of 31.5 percent was more than quadruple Shiseido's 7.2 percent in the year to last March, according to Shiseido.
The California-based firm, which markets natural-looking cosmetics and runs 800 retail outlets in the United States, will operate as a separate division of Shiseido, and its brands will continue to be run by CEO Leslie Blodgett.
NATURAL GROWTH
Shiseido, which earns 62 percent of its sales in Japan, has been selling $1,000 anti-aging face creams along with rivals Kao and Kose in the fast-maturing Japanese market.
"Shiseido is not a global player on natural-ingredient products, for which demand is growing," Shiseido President Shinzo Maeda told a news conference. "By capitalizing on Bare Escentuals' strength in this area, we can expand our clientele."
He said Shiseido can also capitalize on Bare Escentuals' TV and Internet-based marketing expertise. Cosmetics sales via these channels are growing in Japan, but Shiseido has been a small player.
Shiseido will consider more overseas acquisitions, but is not in any other talks now, Maeda said.
Some analysts cautioned that Shiseido may be paying too much for a brand that is little known in Asia and has limited room for further growth in the United States.
"Shiseido needs to target Asian countries for its sales and profits to grow, but it's not clear how Shiseido will expand its Bare Escentuals business in Asia," said Toshihiko Matsuno, senior strategist at SMBC Friend Securities. "I don't think I can justify a $1.7 billion acquisition price."
Maeda said the deal was not over-priced given the U.S. firm's high profitability and potential.
Shiseido will fund the acquisition with 30 billion yen ($329 million) in cash and cash equivalent and a 150 billion yen bank bridge loan.
BofA Merrill Lynch is advising Shiseido, while Goldman Sachs is advising Bare Escentuals
Friday, January 15, 2010
Thursday, January 7, 2010
Pliant Tech Raises $27.3M Equity Financing
Milpitas, Calif.-based data storage startup Pliant Technology Inc. has raised a $27.3 million round of capital, according to a filing with the SEC.
The developer of enterprise flash drives used in high-capacity data storage devices has raised $23 million in two prior rounds since founding in 2007. Investors include Arcturus Capital, Divergent Ventures, Lightspeed Venture Partners and Menlo Ventures.
Pliant claims that its Enterprise Flash Drive devices will deliver dramatically higher levels of performance, while providing increased energy efficiency and reliability in enterprise computing environments.
The developer of enterprise flash drives used in high-capacity data storage devices has raised $23 million in two prior rounds since founding in 2007. Investors include Arcturus Capital, Divergent Ventures, Lightspeed Venture Partners and Menlo Ventures.
Pliant claims that its Enterprise Flash Drive devices will deliver dramatically higher levels of performance, while providing increased energy efficiency and reliability in enterprise computing environments.
Goldcorp Buys Xstrata Gold Mine for $513M
Canada's Goldcorp Inc. will acquire mining giant Xstrata plc's 70% stake in the El Morro gold project in Chile. The transaction will be made through a $513 million deal with New Gold Inc., Xstrata's partner in the project.
New Gold will exercise its right of first refusal to buy the 70% interest in the El Morro project now held by Xstrata Copper Chile, a wholly owned subsidiary of Xstrata, of Zug, Switzerland, New Gold said in a statement Thursday, Jan. 7.
Goldcorp will advance $463 million to New Gold to fund the purchase, after which it will buy the stake from New Gold and give it an additional $50 million cash payment.
Once the deal closes, Goldcorp will own 70% of the mine and New Gold will retain its existing 30%. Goldcorp has also agreed to amend some terms of the El Morro shareholders agreement, with respect to New Gold's capital funding obligations.
The deal is a result of Barrick Gold Corp. in October offering to buy Xstrata's 70% in El Morro. New Gold, as the existing partner, has a right of first refusal on the stake and decided to partner with Goldcorp rather than the Toronto company.
New Gold said the new financing terms will negate a capital expenditure of about $225 million, which along with the $50 million cash injection will significantly improve its financial flexibility.
"Our interest in El Morro continues to represent a very exciting growth project for the company, particularly with the meaningful economic enhancements this transaction provides," New Gold chief executive Randall Oliphant said in his company's statement.
El Morro is an advanced copper and gold project in north-central Chile that contains about 6.7 million ounces of gold and 5.7 billion pounds of copper in proven and probable reserves.
New Gold's financial adviser is BMO Capital Markets and its legal counsel is Lawson Lundell LLP. Goldcorp sought advice from GMP Securities LP and the law firm Cassels Brock & Blackwell LLP.
New Gold will exercise its right of first refusal to buy the 70% interest in the El Morro project now held by Xstrata Copper Chile, a wholly owned subsidiary of Xstrata, of Zug, Switzerland, New Gold said in a statement Thursday, Jan. 7.
Goldcorp will advance $463 million to New Gold to fund the purchase, after which it will buy the stake from New Gold and give it an additional $50 million cash payment.
Once the deal closes, Goldcorp will own 70% of the mine and New Gold will retain its existing 30%. Goldcorp has also agreed to amend some terms of the El Morro shareholders agreement, with respect to New Gold's capital funding obligations.
The deal is a result of Barrick Gold Corp. in October offering to buy Xstrata's 70% in El Morro. New Gold, as the existing partner, has a right of first refusal on the stake and decided to partner with Goldcorp rather than the Toronto company.
New Gold said the new financing terms will negate a capital expenditure of about $225 million, which along with the $50 million cash injection will significantly improve its financial flexibility.
"Our interest in El Morro continues to represent a very exciting growth project for the company, particularly with the meaningful economic enhancements this transaction provides," New Gold chief executive Randall Oliphant said in his company's statement.
El Morro is an advanced copper and gold project in north-central Chile that contains about 6.7 million ounces of gold and 5.7 billion pounds of copper in proven and probable reserves.
New Gold's financial adviser is BMO Capital Markets and its legal counsel is Lawson Lundell LLP. Goldcorp sought advice from GMP Securities LP and the law firm Cassels Brock & Blackwell LLP.
Wednesday, January 6, 2010
DynaVox Announces IPO
DynaVox Inc. announced today that it has filed a registration statement with the Securities and Exchange Commission for a proposed initial public offering of its Class A common stock.
Piper Jaffray & Co. and Jefferies & Company, Inc. will act as joint book-running managers of the offering
Piper Jaffray & Co. and Jefferies & Company, Inc. will act as joint book-running managers of the offering
Enterprise Products Ptnrs Announces Unit Offering
-Enterprise Products Partners L.P. (NYSE:EPD - News) today announced the commencement of a public offering of 9,250,000 common units representing limited partner interests. Enterprise Products has also granted the underwriters a 30-day option to purchase up to 1,387,500 additional common units to cover over-allotments, if any. Enterprise intends to use the net proceeds from the offering to temporarily reduce borrowings outstanding under its multi-year revolving credit facility and for general partnership purposes. Enterprise expects to use some of the increased availability under the facility to finance capital expenditures and other growth projects.
Morgan Stanley, Barclays Capital, Citi, UBS and Wells Fargo Securities are joint book running managers for the offering.
Morgan Stanley, Barclays Capital, Citi, UBS and Wells Fargo Securities are joint book running managers for the offering.
Meru Networks Announces $86.25M IPO
Meru Networks has filed for an initial public offering, the IDG News Service reported. The maker of equipment for wireless networks aims to raise as much as $86.25 million via the listing as it prepares for what is expected to be rapid growth in the industry.
In its filing, the company did not estimate how much its shares would cost or how much the I.P.O. would raise, but for purposes of calculating a registration fee, it gave a proposed maximum aggregate offering price of $86.25 million.
The offering will take place “as soon as practicable” after the registration became effective, the filing said.
Bank of America Merrill Lynch is the lead underwriter of the offering.
In its filing, the company did not estimate how much its shares would cost or how much the I.P.O. would raise, but for purposes of calculating a registration fee, it gave a proposed maximum aggregate offering price of $86.25 million.
The offering will take place “as soon as practicable” after the registration became effective, the filing said.
Bank of America Merrill Lynch is the lead underwriter of the offering.
Tuesday, January 5, 2010
Intl Mining Machinery Announces $500M IPO
International Mining Machinery Ltd. (IMM), a Chinese mining equipment company, aims to raise about $500 million from a Hong Kong initial public offering by February, sources close to the deal told Reuters on Tuesday.
IMM, backed by private equity firm The Jordan Company, mainly designs and manufactures coal mining equipment in China.
“IMM plans to seek Hong Kong listing committee approval in the middle of January, and aims to list next month,” one of the sources said.
Swiss bank UBS (UBSN.VX) (UBS.N) and BOC International, the flagship investment banking arm of Bank of China, were handling IMM’s Hong Kong IPO, said the sources. (US$1=HK$7.75)
IMM, backed by private equity firm The Jordan Company, mainly designs and manufactures coal mining equipment in China.
“IMM plans to seek Hong Kong listing committee approval in the middle of January, and aims to list next month,” one of the sources said.
Swiss bank UBS (UBSN.VX) (UBS.N) and BOC International, the flagship investment banking arm of Bank of China, were handling IMM’s Hong Kong IPO, said the sources. (US$1=HK$7.75)
Bain Capital Buys 35% Stake In Himadri Chemicals
Bain Capital has agreed to make its first Indian investment since opening an office in Mumbai in 2008. The private-equity firm will invest $124 million into Himadri Chemicals & Industries Ltd. in exchange for a 35.39% stake.
The deal involves an initial $54 million investment for a 15.39% holding in Himadri. Afterward, Bain will launch a tender offer for 20% of the expanded share base, requiring an additional $70 million. Himadri shareholders will vote on the proposed transaction at a Jan. 29 extraordinary general meeting.
Kolkata, India-based Himadri, a coal-tar pitch and advanced downstream chemical products manufacturer which makes lithium batteries among other goods, will use the capital from Bain to complete its plan to expand into China and other markets and triple its capacity in some core products.
Bain retained Enam as its financial advisor on the deal, and is also working with legal advisors Kirkland & Ellis and AZB & Partners. UBS and law firm Argus Partners are working with Himadri.
Himadri already counts private-equity firms CVC Capital Partners and International Finance Corp. (an arm of the World Bank) as investors.
"Himadri is today the clear leader in its business segments in India," said Anurag Choudhary, Himadri chief executive, in a press release. "We welcome Bain Capital into the Himadri family, and hope to leverage their investment and value addition expertise, proven with a number of leading global companies, to help take Himadri to a global leadership position."
Bain's Mumbai office was established by managing director Amit Chandra, who joined the PE firm in early 2008 from DSP Merrill Lynch, where he oversaw the global markets and investment banking division. The Mumbai branch also houses principal Pavninder Singh, vice presidents Nikhil Raghavan and Kaustuv Sen, and senior associates Samonnoi Banerjee and Vijay Nallan Chakravarthi.
The Jan. 2 announcement about the Himadri investment came two days after Bain publicized the completion of its $1.1 billion acquisition of Japanese call center operator Bellsystem24
The deal involves an initial $54 million investment for a 15.39% holding in Himadri. Afterward, Bain will launch a tender offer for 20% of the expanded share base, requiring an additional $70 million. Himadri shareholders will vote on the proposed transaction at a Jan. 29 extraordinary general meeting.
Kolkata, India-based Himadri, a coal-tar pitch and advanced downstream chemical products manufacturer which makes lithium batteries among other goods, will use the capital from Bain to complete its plan to expand into China and other markets and triple its capacity in some core products.
Bain retained Enam as its financial advisor on the deal, and is also working with legal advisors Kirkland & Ellis and AZB & Partners. UBS and law firm Argus Partners are working with Himadri.
Himadri already counts private-equity firms CVC Capital Partners and International Finance Corp. (an arm of the World Bank) as investors.
"Himadri is today the clear leader in its business segments in India," said Anurag Choudhary, Himadri chief executive, in a press release. "We welcome Bain Capital into the Himadri family, and hope to leverage their investment and value addition expertise, proven with a number of leading global companies, to help take Himadri to a global leadership position."
Bain's Mumbai office was established by managing director Amit Chandra, who joined the PE firm in early 2008 from DSP Merrill Lynch, where he oversaw the global markets and investment banking division. The Mumbai branch also houses principal Pavninder Singh, vice presidents Nikhil Raghavan and Kaustuv Sen, and senior associates Samonnoi Banerjee and Vijay Nallan Chakravarthi.
The Jan. 2 announcement about the Himadri investment came two days after Bain publicized the completion of its $1.1 billion acquisition of Japanese call center operator Bellsystem24
Kraft Sells Pizza Unit To Nestle For $3.7B
This morning, Kraft Foods announced a definitive agreement to sell the assets of its North American pizza business to Nestle for a total consideration of US$3.7 billion.
Following this news, Kraft Foods is now announcing it will use an amount equivalent to the full net proceeds from the sale (less taxes and deleveraging to maintain its investment grade credit rating) to fund a partial cash alternative (the "Partial Cash Alternative") as part of its Offer for Cadbury plc.
Kraft Foods is doing this because of the desire expressed by some Cadbury Securityholders to have a greater proportion of the Offer in cash and because Kraft Foods Shareholders have expressed a desire for Kraft Foods to be more sparing in its use of undervalued Kraft Foods Shares as currency for the Offer.
Kraft Foods continues to believe that its share price is depressed as a consequence of a number of short term factors which it believes will dissipate once the uncertainty surrounding its Offer for Cadbury is resolved. Therefore, it will apply an amount equivalent to the net proceeds from the pizza sale, estimated to be 60 pence per Cadbury Share or 240 pence per Cadbury ADS, to fund a Partial Cash Alternative to its Offer to acquire Cadbury. Kraft Foods will announce the detailed terms of the Partial Cash Alternative on or before 19 January 2010 (being the last day for Kraft Foods to amend the terms of the Offer).
Cadbury Securityholders who accept the Offer and elect to receive the Partial Cash Alternative will be able to receive an additional 60 pence per Cadbury Share or an additional 240 pence per Cadbury ADS in cash in place of some of the New Kraft Foods Shares they would have otherwise been entitled to receive under the Offer.
The price at which Cadbury Securityholders will be able to substitute cash for New Kraft Foods Shares under this Partial Cash Alternative will be the market price, in pounds sterling at the then current exchange rate, of a Kraft Foods Share at the close of business on the day before Kraft Foods announces the detailed terms of the Partial Cash Alternative.
Until the detailed terms of the Partial Cash Alternative are announced, the Offer remains unchanged. Once the terms of the Partial Cash Alternative are set, its value may be more or less than that of the basic terms of the Offer depending on the prevailing market price of a Kraft Foods Share and the US dollar/pounds sterling exchange rate.
Cadbury Securityholders who believe they might want to receive the Partial Cash Alternative should wait for the publication and/or filing, as applicable, of the revised offer documentation. This documentation will be published and/or filed, as applicable, on or before 19 January 2010.
Lazard & Co., Limited, Centerview Partners UK LLP (Robert Pruzan), Citigroup Global Markets Limited (Leon Kalvaria) and Deutsche Bank AG, London Branch (Nigel Meek), Kraft Food's financial advisors, are satisfied that sufficient resources are available to Kraft Foods to satisfy in full the cash consideration payable as a result of full acceptance of the Offer.
Following this news, Kraft Foods is now announcing it will use an amount equivalent to the full net proceeds from the sale (less taxes and deleveraging to maintain its investment grade credit rating) to fund a partial cash alternative (the "Partial Cash Alternative") as part of its Offer for Cadbury plc.
Kraft Foods is doing this because of the desire expressed by some Cadbury Securityholders to have a greater proportion of the Offer in cash and because Kraft Foods Shareholders have expressed a desire for Kraft Foods to be more sparing in its use of undervalued Kraft Foods Shares as currency for the Offer.
Kraft Foods continues to believe that its share price is depressed as a consequence of a number of short term factors which it believes will dissipate once the uncertainty surrounding its Offer for Cadbury is resolved. Therefore, it will apply an amount equivalent to the net proceeds from the pizza sale, estimated to be 60 pence per Cadbury Share or 240 pence per Cadbury ADS, to fund a Partial Cash Alternative to its Offer to acquire Cadbury. Kraft Foods will announce the detailed terms of the Partial Cash Alternative on or before 19 January 2010 (being the last day for Kraft Foods to amend the terms of the Offer).
Cadbury Securityholders who accept the Offer and elect to receive the Partial Cash Alternative will be able to receive an additional 60 pence per Cadbury Share or an additional 240 pence per Cadbury ADS in cash in place of some of the New Kraft Foods Shares they would have otherwise been entitled to receive under the Offer.
The price at which Cadbury Securityholders will be able to substitute cash for New Kraft Foods Shares under this Partial Cash Alternative will be the market price, in pounds sterling at the then current exchange rate, of a Kraft Foods Share at the close of business on the day before Kraft Foods announces the detailed terms of the Partial Cash Alternative.
Until the detailed terms of the Partial Cash Alternative are announced, the Offer remains unchanged. Once the terms of the Partial Cash Alternative are set, its value may be more or less than that of the basic terms of the Offer depending on the prevailing market price of a Kraft Foods Share and the US dollar/pounds sterling exchange rate.
Cadbury Securityholders who believe they might want to receive the Partial Cash Alternative should wait for the publication and/or filing, as applicable, of the revised offer documentation. This documentation will be published and/or filed, as applicable, on or before 19 January 2010.
Lazard & Co., Limited, Centerview Partners UK LLP (Robert Pruzan), Citigroup Global Markets Limited (Leon Kalvaria) and Deutsche Bank AG, London Branch (Nigel Meek), Kraft Food's financial advisors, are satisfied that sufficient resources are available to Kraft Foods to satisfy in full the cash consideration payable as a result of full acceptance of the Offer.
Monday, January 4, 2010
Creganna Annouces Acquisition of Tactx Medical
Creganna, a leading supplier of technologies and services to medical device and lifesciences companies today announced that it has acquired Avalon Medical Services Pte Ltd. which trades as Tactx Medical Inc.
The company will be known as Creganna - Tactx Medical and will be positioned as a world leader in the provision of technologies and services for minimally invasive delivery and access devices.
Commenting on today's announcement, Helen Ryan, CEO Creganna, said: "This move represents a key step in Creganna's vision to build a leading global medical technology company. Tactx Medical, with its strong market reputation, is a true fit for Creganna.
Our customers, medical device companies, are increasingly looking to strategic partners to fulfill more of their supply chain requirements. With our global locations, combined technologies and range of services Creganna - Tactx Medical is strategically positioned to meet these evolving needs.
This move firmly positions Creganna - Tactx Medical within the top ten global providers of technologies and services to minimally invasive medical device companies."
A Partnership that Makes Sense
Creganna - Tactx Medical, with locations in California, Minnesota, Massachusetts, Singapore and Ireland will have a presence in many of the key medical device clusters globally enabling stronger partnerships with customers.
Combined, the two companies will offer a complete range of technologies and services for minimally invasive delivery and access devices, with a specialist competency in the design and manufacturing of high end therapeutic catheters.
The market for minimally invasive medical devices continues to grow. In parallel, the market for outsourced products and services is also evolving and forecast to grow. Creganna - Tactx Medical is positioned to benefit from these trends.
Creganna - Tactx Medical's customers provide minimally invasive medical devices for clinical applications including interventional cardiology, neurology, peripheral vascular, cardiac rhythm management and endoscopy.
Creganna - Tactx Medical will have more than 800 staff worldwide and a combined revenue of $110 million in 2009.
Barclays Bank Ireland, HSBC Corporate Banking Ireland and Bank of Ireland advised on the deal. Terms of the transaction were not disclosed.
The company will be known as Creganna - Tactx Medical and will be positioned as a world leader in the provision of technologies and services for minimally invasive delivery and access devices.
Commenting on today's announcement, Helen Ryan, CEO Creganna, said: "This move represents a key step in Creganna's vision to build a leading global medical technology company. Tactx Medical, with its strong market reputation, is a true fit for Creganna.
Our customers, medical device companies, are increasingly looking to strategic partners to fulfill more of their supply chain requirements. With our global locations, combined technologies and range of services Creganna - Tactx Medical is strategically positioned to meet these evolving needs.
This move firmly positions Creganna - Tactx Medical within the top ten global providers of technologies and services to minimally invasive medical device companies."
A Partnership that Makes Sense
Creganna - Tactx Medical, with locations in California, Minnesota, Massachusetts, Singapore and Ireland will have a presence in many of the key medical device clusters globally enabling stronger partnerships with customers.
Combined, the two companies will offer a complete range of technologies and services for minimally invasive delivery and access devices, with a specialist competency in the design and manufacturing of high end therapeutic catheters.
The market for minimally invasive medical devices continues to grow. In parallel, the market for outsourced products and services is also evolving and forecast to grow. Creganna - Tactx Medical is positioned to benefit from these trends.
Creganna - Tactx Medical's customers provide minimally invasive medical devices for clinical applications including interventional cardiology, neurology, peripheral vascular, cardiac rhythm management and endoscopy.
Creganna - Tactx Medical will have more than 800 staff worldwide and a combined revenue of $110 million in 2009.
Barclays Bank Ireland, HSBC Corporate Banking Ireland and Bank of Ireland advised on the deal. Terms of the transaction were not disclosed.
Verathon Acquired By Roper Industries
Harris Williams & Co. is pleased to announce that Verathon Inc., a portfolio company of DW Healthcare Partners and Rho Capital Partners, Inc., has been acquired by strategic buyer Roper Industries (NYSE: ROP). Harris Williams & Co. acted as the exclusive advisor to Verathon. The transaction was led by Richmond-based Turner Bredrup, James Clark and David Keys and San Francisco-based Todd Morris and Andy Dixon all of whom are from the firm's Healthcare & Life Sciences Group.
"Verathon is a wonderful company with a 25-year track record of remarkable growth. Its strong products and deep reach into the U.S. and global acute care channel makes it a world class company. A global leader like Roper represents an ideal buyer for the business," said Turner Bredrup, managing director and head of Harris Williams & Co.'s Healthcare & Life Sciences Group.
Verathon Inc. (www.verathon.com) designs and manufactures reliable, state-of-the-art medical devices and services that offer a meaningful improvement in patient care to the healthcare community. The company's noninvasive BladderScan instrument is a standard of care for portable ultrasound bladder volume measurement. BladderScan is found in over 80 countries in Urology and Primary Care practices, as well as Acute and Extended Care facilities. Verathon's GlideScope� Video Laryngoscope (GVL) is designed to enable rapid intubation even in the most difficult settings. The GlideScope brand is gaining rapid acceptance in the Anesthesiology, Critical Care and Emergency markets. Headquartered in Bothell, Washington, Verathon has over 400 employees worldwide.
DW Healthcare Partners (www.dwhp.com) is a private equity firm focused exclusively on the healthcare industry. The firm manages over $250 million in committed capital and invests in profitable healthcare companies with proven management teams. DW Healthcare Partners is led by seasoned healthcare executives with more than 100 years of combined industry experience. The firm provides the capital, strategic guidance and acquisition expertise to help mid to late-stage companies realize their potential for growth.
Headquartered in New York, Rho Capital Partners, Inc. (www.rho.com) is a diversified private equity firm. Rho's investment activities range across many classes of private equity investments. The firm invests in leading edge, high growth companies at multiple stages of growth spanning early, venture-stage investments to later stage, growth equity transactions. Additionally, Rho makes fund investments in a broad range of venture capital and private equity funds.
Roper Industries (www.roperind.com; NYSE:ROP) is a market-driven, diversified growth company and is a component of the Fortune 1000, S&P MidCap 400 and the Russell 1000 Indexes. Roper provides engineered products and solutions for global niche markets, including water, energy, radio frequency and research/medical applications.
© 2009 Harris Williams & Co.
"Verathon is a wonderful company with a 25-year track record of remarkable growth. Its strong products and deep reach into the U.S. and global acute care channel makes it a world class company. A global leader like Roper represents an ideal buyer for the business," said Turner Bredrup, managing director and head of Harris Williams & Co.'s Healthcare & Life Sciences Group.
Verathon Inc. (www.verathon.com) designs and manufactures reliable, state-of-the-art medical devices and services that offer a meaningful improvement in patient care to the healthcare community. The company's noninvasive BladderScan instrument is a standard of care for portable ultrasound bladder volume measurement. BladderScan is found in over 80 countries in Urology and Primary Care practices, as well as Acute and Extended Care facilities. Verathon's GlideScope� Video Laryngoscope (GVL) is designed to enable rapid intubation even in the most difficult settings. The GlideScope brand is gaining rapid acceptance in the Anesthesiology, Critical Care and Emergency markets. Headquartered in Bothell, Washington, Verathon has over 400 employees worldwide.
DW Healthcare Partners (www.dwhp.com) is a private equity firm focused exclusively on the healthcare industry. The firm manages over $250 million in committed capital and invests in profitable healthcare companies with proven management teams. DW Healthcare Partners is led by seasoned healthcare executives with more than 100 years of combined industry experience. The firm provides the capital, strategic guidance and acquisition expertise to help mid to late-stage companies realize their potential for growth.
Headquartered in New York, Rho Capital Partners, Inc. (www.rho.com) is a diversified private equity firm. Rho's investment activities range across many classes of private equity investments. The firm invests in leading edge, high growth companies at multiple stages of growth spanning early, venture-stage investments to later stage, growth equity transactions. Additionally, Rho makes fund investments in a broad range of venture capital and private equity funds.
Roper Industries (www.roperind.com; NYSE:ROP) is a market-driven, diversified growth company and is a component of the Fortune 1000, S&P MidCap 400 and the Russell 1000 Indexes. Roper provides engineered products and solutions for global niche markets, including water, energy, radio frequency and research/medical applications.
© 2009 Harris Williams & Co.
SPX Heat Transfer Buys Yuba Heat Transfer
Harris Williams & Co. is pleased to announce the sale of Yuba Heat Transfer LLC, a portfolio company of Connell Limited Partnership, to strategic buyer SPX Heat Transfer Inc., a subsidiary of SPX Corporation (NYSE:SPW). Harris Williams & Co. acted as the exclusive advisor to Yuba. The transaction was led by Drew Spitzer, Matt White and Luke Semple from the firm's Energy & Power Group.
"This transaction represents an incredible partnership and is a great outcome for both parties," said Drew Spitzer, co-head of the Energy & Power Group at Harris Williams & Co. "Yuba's products are virtually fuel source agnostic, allowing the company to serve the dynamic needs of today's power generation industry."
Harris Williams & Co. has significant experience representing companies that provide products, services and technologies to support global power generation infrastructure. Over the last 18 months, Harris Williams & Co. has advised on the sale of Yuba, Aquilex, Hudson Products, AMES and Atlantic Industrial, among others.
Yuba, based in Tulsa, Oklahoma, is one of the world's leaders in the engineering, design, and manufacture of heat transfer solutions. Yuba products are custom designed and sold under the Ecolaire and Yuba brands to electric utilities, as well as to related architectural/engineering firms involved in new plant construction and modifications. Yuba is also actively involved in the on-site evaluation and maintenance of existing equipment.
Connell Limited Partnership (www.connell-lp.com), based in Boston, Massachusetts, is an acquisition-minded operating company with a record of growth and creation of shareholder value. Connell currently operates companies in the manufacturing sector, principally serving customers in the power, automotive, housing, appliance and machine fabrication industries. Connell operates facilities in North America, Europe and Asia.
SPX Corporation (www.spx.com) is a Fortune 500 multi-industry manufacturing leader. The company offers highlyspecialized engineered solutions to solve critical problems for customers. SPX is focused on providing solutions that support the expansion of global infrastructure, with particular emphasis on the growing worldwide demand for energy and power. Its innovative product portfolio, containing many energy efficient products, includes cooling systems for power plants throughout the world; custom engineered process equipment that assists a variety of flow processes including food and beverage manufacturing, oil and gas exploration, distribution and refinement and power generation; handheld diagnostic tools that aid in vehicle maintenance and repair; and power transformers that regulate voltage for electrical transmission and distribution by utility companies.
"This transaction represents an incredible partnership and is a great outcome for both parties," said Drew Spitzer, co-head of the Energy & Power Group at Harris Williams & Co. "Yuba's products are virtually fuel source agnostic, allowing the company to serve the dynamic needs of today's power generation industry."
Harris Williams & Co. has significant experience representing companies that provide products, services and technologies to support global power generation infrastructure. Over the last 18 months, Harris Williams & Co. has advised on the sale of Yuba, Aquilex, Hudson Products, AMES and Atlantic Industrial, among others.
Yuba, based in Tulsa, Oklahoma, is one of the world's leaders in the engineering, design, and manufacture of heat transfer solutions. Yuba products are custom designed and sold under the Ecolaire and Yuba brands to electric utilities, as well as to related architectural/engineering firms involved in new plant construction and modifications. Yuba is also actively involved in the on-site evaluation and maintenance of existing equipment.
Connell Limited Partnership (www.connell-lp.com), based in Boston, Massachusetts, is an acquisition-minded operating company with a record of growth and creation of shareholder value. Connell currently operates companies in the manufacturing sector, principally serving customers in the power, automotive, housing, appliance and machine fabrication industries. Connell operates facilities in North America, Europe and Asia.
SPX Corporation (www.spx.com) is a Fortune 500 multi-industry manufacturing leader. The company offers highlyspecialized engineered solutions to solve critical problems for customers. SPX is focused on providing solutions that support the expansion of global infrastructure, with particular emphasis on the growing worldwide demand for energy and power. Its innovative product portfolio, containing many energy efficient products, includes cooling systems for power plants throughout the world; custom engineered process equipment that assists a variety of flow processes including food and beverage manufacturing, oil and gas exploration, distribution and refinement and power generation; handheld diagnostic tools that aid in vehicle maintenance and repair; and power transformers that regulate voltage for electrical transmission and distribution by utility companies.
Yakima Products Closes Deal W/Kemflo Intl
Harris Williams & Co. is pleased to announce that Yakima Products, Inc., a portfolio company of Arcapita Bank B.S.C., has merged with Kemflo International Co., Ltd. The transaction closed on December 28, 2009. Harris Williams & Co. acted as the exclusive advisor to Yakima. The transaction was led by Patrick Crocker, Craig Lawson and Vince Carey from the firm's San Francisco office.
PetroBakken Energy To Buy Berens Energy For $323M
Berens Energy Ltd. is headed off the block.
The Calgary, Alberta, oil and gas production company said Monday, Jan. 4, it will be acquired by newly formed Calgary peer PetroBakken Energy Ltd. for C$336 million ($323 million), or C$2.70 per Berens share.
The deal includes C$65 million of debt and gives a 33% premium to Berens' closing price on Dec. 31.
The move closes a two-month auction. Berens Energy hit the block Nov. 23 when it tapped Peters & Co. Ltd. for a strategic review after weakening financial results.
"Peters & Co. organized a competitive process for us. We had lots of interest and bids," Berens CEO Dan Botterill said. He declined to elaborate.
The deal should close by Feb. 25 and requires approval by two-thirds of Berens shareholders. A bid circular will be mailed by Jan. 25, with a special stockholder meeting set for Feb. 24.
Management has already tendered 24% of the outstanding shares.
The deal includes a $10 million breakup fee.
Botterill said Berens has promising reserve prospects in its Cardium oilfield and felt a sale would create the most value for shareholders.
"The Cardium is a new oil resource play, we have a bunch of land in the area," he said.
The Cardium play is in central Alberta, just west of Edmonton, and has estimated reserves of 3,650 barrels of oil equivalent per day.
According to Berens' most recent filing, dated Nov. 12, it reported a net loss of C$3.6 million on C$8.3 million of revenue for the third quarter, compared with C$8.2 million in net income on C$17.3 million in sales for the 2008 third quarter.
The company blamed lower gas prices for the decrease. Natural gas prices averaged C$3.21 per million cubic feet during the quarter, down 63% from C$8.77 a year ago, according to Berens.
Berens had a debt and working capital deficiency of C$63.2 million at the end of the third quarter, along with C$9 million set aside for capital spending for the rest of the year.
The company drew on C$62 million of its C$66 million bank line as of the filing date.
PetroBakken said it was funding the acquisition through a C$1.25 billion expanded credit line underwritten by Toronto-Dominion Bank and noncore asset sales in Alberta for $180 million.
Jon Truswell, R. Vance Milligan and Karen Keck of Calgary's Bennett Jones LLP were legal counsel for Berens.
TD Securities Inc. advised PetroBakken on the deal.
PetroBakken was formed on Aug. 4 when it was spun out of Petrobank Energy and Resources Ltd. The company then bought TriStar Oil & Gas Ltd. for C$2.24 billion.
PetroBakken focuses its operations in southeastern Saskatchewan in the Bakken oil and gas play, which also extends into North Dakota and Montana. PetroBakken said it closed out 2009 with 37,000 barrels of oil equivalent produced from the Bakken play.
Berens joined a trio of Calgary oil and gas producers on the block when it initiated its strategic review in November. Canext Energy Ltd. hired National Bank Financial Inc. Oct. 27 to review options, while Serrano Energy Ltd. hired Cormark Securities Inc. Nov. 6 for a similar process. Landis Energy Corp. hired Pollitt & Co. Oct. 16 for a strategic review.
Those three companies all remain on the block.
PetroBakken could not be immediately reached.
The Calgary, Alberta, oil and gas production company said Monday, Jan. 4, it will be acquired by newly formed Calgary peer PetroBakken Energy Ltd. for C$336 million ($323 million), or C$2.70 per Berens share.
The deal includes C$65 million of debt and gives a 33% premium to Berens' closing price on Dec. 31.
The move closes a two-month auction. Berens Energy hit the block Nov. 23 when it tapped Peters & Co. Ltd. for a strategic review after weakening financial results.
"Peters & Co. organized a competitive process for us. We had lots of interest and bids," Berens CEO Dan Botterill said. He declined to elaborate.
The deal should close by Feb. 25 and requires approval by two-thirds of Berens shareholders. A bid circular will be mailed by Jan. 25, with a special stockholder meeting set for Feb. 24.
Management has already tendered 24% of the outstanding shares.
The deal includes a $10 million breakup fee.
Botterill said Berens has promising reserve prospects in its Cardium oilfield and felt a sale would create the most value for shareholders.
"The Cardium is a new oil resource play, we have a bunch of land in the area," he said.
The Cardium play is in central Alberta, just west of Edmonton, and has estimated reserves of 3,650 barrels of oil equivalent per day.
According to Berens' most recent filing, dated Nov. 12, it reported a net loss of C$3.6 million on C$8.3 million of revenue for the third quarter, compared with C$8.2 million in net income on C$17.3 million in sales for the 2008 third quarter.
The company blamed lower gas prices for the decrease. Natural gas prices averaged C$3.21 per million cubic feet during the quarter, down 63% from C$8.77 a year ago, according to Berens.
Berens had a debt and working capital deficiency of C$63.2 million at the end of the third quarter, along with C$9 million set aside for capital spending for the rest of the year.
The company drew on C$62 million of its C$66 million bank line as of the filing date.
PetroBakken said it was funding the acquisition through a C$1.25 billion expanded credit line underwritten by Toronto-Dominion Bank and noncore asset sales in Alberta for $180 million.
Jon Truswell, R. Vance Milligan and Karen Keck of Calgary's Bennett Jones LLP were legal counsel for Berens.
TD Securities Inc. advised PetroBakken on the deal.
PetroBakken was formed on Aug. 4 when it was spun out of Petrobank Energy and Resources Ltd. The company then bought TriStar Oil & Gas Ltd. for C$2.24 billion.
PetroBakken focuses its operations in southeastern Saskatchewan in the Bakken oil and gas play, which also extends into North Dakota and Montana. PetroBakken said it closed out 2009 with 37,000 barrels of oil equivalent produced from the Bakken play.
Berens joined a trio of Calgary oil and gas producers on the block when it initiated its strategic review in November. Canext Energy Ltd. hired National Bank Financial Inc. Oct. 27 to review options, while Serrano Energy Ltd. hired Cormark Securities Inc. Nov. 6 for a similar process. Landis Energy Corp. hired Pollitt & Co. Oct. 16 for a strategic review.
Those three companies all remain on the block.
PetroBakken could not be immediately reached.
Saturday, January 2, 2010
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