Weekly wrap: Pfizer, HGGC, Thoma Bravo

pfizerhq
Signage is displayed at the Pfizer Inc. Kendall Square Research and Development Center in Cambridge, Massachusetts, U.S., on Monday, Nov. 23, 2015. Pfizer Inc. and Allergan Plc agreed to combine in a record $160 billion deal, creating a drugmaking behemoth called Pfizer Plc with products from Viagra to Botox and a low-cost tax base. Photographer: Scott Eisen/Bloomberg

Target Acquirer Value ($millions) Synopsis
Upjohn Inc Mylan NV 24623.5 Mylan NV (Mylan) definitively agreed to merge with Upjohn Inc (Upjohn), a Delaware-based manufacturer of pharmaceutical preparations, from Pfizer Inc (Pfizer), for $24.623 bil, in a stock swap reverse takeover transaction. The consideration was to consist of 683.828 million new Mylan common shares valued at $12.623 billion and the assumption of $12 billion in liabilities. The shares were valued based on Mylan's closing stock price of $18.46, on 26 July 2019, the last full trading day prior to the announcement. Upon completion, Upjohn and Mylan were to own 57% and 43% respectively in the merged entity. Originally, on July 2019, Mylan was rumored to be planning to acquire the Upjohn business of Pfizer.
Phillips 66 Partners GP LLC Phillips 66 Partners LP 5449.0 Phillips 66 Partners LP (PSXP), a unit of Phillips 66 Co, definitively agreed to acquire the entire share capital of Phillips 66 Partners GP LLC, a Houston-based owner and operator of fee-based crude oil, refined petroleum products and natural gas liquids pipelines and terminals and other transportation and midstream assets, in exchange for 101 million newly issued PSXP common shares valued at $5.449 bil, in a stock swap transaction. The shares were valued based on PSXP's closing stock price of $53. 95 on 25 July 2019, the last full day prior to the announcement.
Genomic Health Inc Exact Sciences Corp 2800.3 Exact Sciences Corp (Exact Sciences) definitively agreed to merge with Genomic Health Inc (Genomic Health), a Redwood City-based provider of genomic-based diagnostic tests services, for a total $2.8 bil, in a stock swap transaction. Exact Sciences offered $27.5 in cash per share and 0.36854 Exact Sciences common share per Genomic Health share, subject to a collar agreement. Based on Exact Sciences' closing stock price of $117.57 on 29 July 2019, the last full trading day prior to the announcement, each Genomic Health share was valued at $43.329. Upon completion, Exact Sciences and Genomic Health shareholders were to own 91% interest and 9% stake in the merged entity, respectively. Originally, in July 2019, Exact Sciences was rumored to be planning to acquire the entire share capital of Genomic Health.
Exotic Metals Forming Co LLC Parker Hannifin Corp 1725.0 Parker Hannifin Corp definitively agreed to acquire the entire share capital of Exotic Metals Forming Co LLC, a Kent-based manufacturer of air and exhaust management engine parts, for $1.725 billion in cash.
Sprint Corp-Prepaid business DISH Network Corp 1400.0 DISH Network Corp definitively agreed to acquire the prepaid business of Sprint Corp, an Overland Park-based wireless telecommunications carrier, ultimately owned by Softbank Group Corp, for an estimated $1.4 billion. The transaction was a condition to the completion of the acquisition of Sprint Corp by T-Mobile USA Inc. Originally, in May 2019, Nextel announced that it was seeking a buyer for its Boost Mobile LLC unit. Amazon.com Inc and Dish Network Corp were named potential bidders.
Ontic Engineering & Manufacturing Inc CVC Capital Partners VII LP 1365.0 CVC Capital Partners VII LP of the UK, a unit of CVC Advisers Ltd, agreed to acquire Ontic Engineering & Manufacturing Inc, a Chatsworth-based manufacturer of aircraft equipment and accessories, from BBA Aviation Plc, for an estimated $1.365 billion in cash, in a leveraged buyout transaction.
Veolia Energy North America Holdings-US District Energy Assets Antin Infrastructure Partners SAS 1250.0 Antin Infrastructure Partners SAS of France agreed to acquire US district energy assets of Veolia Energy North America Holdings, a Boston-based alternative energy sources establishment, ultimately owned by Veolia Environnement SA, for $1. 25 bil, in a leveraged buyout transaction. Originally, in April 2019, Veolia was rumored to be seeking a buyer for its assets. Brookfield Asset Management Inc, Enwave Energy Corp, Engie SA and Algonquin Power & Utilities Corp were named as rumored bidder.
Infiltrator Water Technologies LLC Advanced Drainage Systems Inc 1080.0 Advanced Drainage Systems Inc acquired Infiltrator Water Technologies LLC, an Old Saybrook-based manufacturer and wholesaler of plastic leachfield drainage chambers, from Teachers' Private Capital, ultimately owned by Ontario Teachers' Pension Plan, and other shareholders, for an estimated $1.08 billion in cash.
Monotype Imaging Holdings Inc HGGC LLC 800.4 HGGC LLC definitively agreed to merge with Monotype Imaging Holdings Inc (Monotype), a Woburn-based provider of custom computer programming services, for a total $800.416 mil, in a leveraged buyout transaction. Originally, in June 2019, Monotype was rumored to be seeking a buyer for the company.
Hu-Friedy Mfg Co LLC Cantel Medical Corp 775.0 Cantel Medical Corp (Cantel Medica) agreed to acquire the entire share capital of Hu-Friedy Mfg Co LLC, a Chicago-based manufacturer of dental equipment and supplies, for an estimated $775 million. The consideration was to consist of $665 million in cash, issuance of up to $60 million Cantel Medica common shares, and up to 50 million in profit related payments.
Sabine Oil & Gas Corp Osaka Gas USA Corp 610.0 Osaka Gas USA Corp, a unit of Osaka Gas Co Ltd, definitively agreed to acquire the entire share capital of Sabine Oil & Gas Corp, a Houston-based producer of crude petroleum and natural gas, jointly owned by Nabors Industries Ltd and First Reserve Corp, for $610 mil.
CannBioRx Life Sciences Corp KBL Merger IV Corp 175.0 KBL Merger IV Corp definitively agreed to acquire the entire share capital of CannBioRx Life Sciences Corp, manufacturer of pharmaceutical preparation, for $175 mil, in a stock swap transaction.
Winchester & Western Railroad Omnitrax Inc 105.0 Omnitrax Inc, a unit of Broe Group, definitively to acquire Winchester & Western Railroad, a Martinsburg-based railroad operator, from Covia Holdings Corp, ultimately owned by SCR Sibelco NV, for a total $105 mil.
Meitheal Pharmaceuticals Inc Hong Kong King-Friend Industrial Co ltd 72.0 Hong Kong King-Friend Industrial Co ltd of Hong Kong, a unit of Nanjing King- Friend Biochemical Pharmaceutical Co Ltd, planned to acquire an 83.33% interest in Meitheal Pharmaceuticals Inc, a Chicago-based manufacturer of pharmaceutical preparation, from LYFE Capital Fund II LP, for a total $72 million. The consideration was to consist of $16 million cash plus $56 million in liabilities.
Five 89 Apartments,Las Vegas,Nevada Investor Group 32.5 An investor group, comprised of Henley Investment Management Ltd and Tower 16 Capital Partners acquired Five 89 Apartments, a Las Vegas-based lessor of residential buildings and dwellings, for a total $32. 5 mil.
AIS Anywhere Inc Gooroo Ventures Ltd 9.4 Gooroo Ventures Ltd of Australia planned to merge with AIS Anywhere Inc, a South Plainfield-based software publisher, for a total $9.418 mil, in a stock swap reverse takeover transaction. The consideration was to consist of $4.575 in cash and the issuance of 110.025 million ordinary shares and 14.125 million new ordinary shares valued at $7.076.
LogiGear Corp Digital Hearts Holdings Co Ltd 8.0 DIGITAL HEARTS HOLDINGS Co Ltd of Japan planned to acquire a 51.001% stake in LogiGear Corp, a San Mateo-based software publisher engaged in software testing and test automation solutions, for a total $8.037 mil.
PLAYlive Nation Inc Simplicity Esports & Gaming Co 1.4 Simplicity Esports & Gaming Co acquired PLAYlive Nation Inc, a Billings-based amusement arcade operator, for $1.44 mil.
Pinnacle Energy International (USA) I LLC Sun Resources NL 0.3 Sun Resources NL of Australia planned to acquire Pinnacle Energy International (USA) I LLC, producer of crude petroleum and natural gas, from Pinnacle Energy International (USA) Inc, ultimately owned by Pinnacle Exploration Pte Ltd, for a total value of $0.25 million in cash.
Applied Process Inc Aalberts Industries NV Aalberts Industries NV of Netherlands acquired Applied Process Inc, a Livonia-based provider of metal heat treating services, from High Street Capital LLC.
Aic Equipment & Controls Inc Aic Acquisition Co LLC Aic Acquisition Co LLC acquired Aic Equipment & Controls Inc, a Brighton-based provider of electronic and precision equipment repair and maintenance services. Concurrently, acquired Plastic-Co Equipment Co.
Plastic-Co Equipment Co Aic Acquisition Co LLC Aic Acquisition Co LLC acquired Plastic-Co Equipment Co, a Brighton-based commercial equipment merchant wholesaler. Concurrently, acquired AIC Equipment & Controls Inc.
Gillis Ellis & Baker Inc Arthur J Gallagher & Co Arthur J Gallagher & Co acquired Gillis Ellis & Baker Inc, a New Orleans-based insurance agency.
Parkway Bank & Trust Co Byline Bancorp Inc Byline Bancorp Inc was rumored to be planning to acquire Parkway Bank & Trust Co, a Harwood Heights-based commercial bank.
Cumberland Farms Inc EG Group Ltd EG Group Ltd of the UK agreed to acquire Cumberland Farms Inc, a Westborough-based supermarket operator.
Aldevron LLC EQT VIII EQT VIII of Sweden, a unit of EQT Fund Management Sarl, planned to acquire an undisclosed majority interest in Aldevron LLC, a Fargo-based manufacturer of biological products, from TA Associates Management LP, in a leveraged buyout transaction.
Loop Media Inc Fogchain Corp Fogchain Corp of Canada signed a letter of intent {LoI} to acquire the entire share capital of Loop Media Inc, a Burbank-based provider of media streaming services. Upon completion, the merged entity was to be renamed Loop Media Ltd.
Appleby & Sterling Inc Fortuna General Insurance Inc Fortuna General Insurance Inc acquired Appleby & Sterling Inc, a Simi Valley-based insurance agency.
Elden Insurance Services Inc Gaspar Insurance Services Inc Gaspar Insurance Services Inc acquired Elden Insurance Services Inc, a Canoga Park-based insurance agency.
eSalon.com LLC Henkel AG & Co KGaA Henkel AG & Co KGaA of Germany agreed to acquire a 51% interest in eSalon.com LLC, an El Segundo-based manufacturer of custom hair color products. Terms were not disclosed.
Anadarko Petroleum Corp-Keathley Canyon Blocks 921/965 INPEX US Offshore LLC INPEX US Offshore LLC (INPEX), a unit of Inpex Corp, planned to acquire Keathley Canyon Blocks 921/965 of Anadarko Petroleum Corp, a The Woodlands-based producer of crude petroleum and natural gas. Concurrently, INPEX planned to acquire Walker Ridge Blocks 881/925 of Anadarko Petroleum Corp.
Anadarko Petroleum Corp-Walker Ridge Blocks 881/925 INPEX US Offshore LLC INPEX US Offshore LLC (INPEX), a unit of Inpex Corp, planned to acquire Walker Ridge Blocks 881/925 of Anadarko Petroleum Corp, a The Woodlands-based producer of crude petroleum and natural gas. Concurrently, INPEX planned to acquire Keathley Canyon Blocks 921/ 965 of Anadarko Petroleum Corp.
Waystar Inc Investor Group An investor group, comprised of Canada Pension Plan Investment Board and EQT VIII definitively agreed to acquire an undisclosed majority interest in Waystar Inc, a Louisville-based software publisher, from Bain Capital LP (Bain). Originally, in April 2019 Bain was rumored to be seeking a buyer for its Waystar Inc unit, a Louisville-based provider of healthcare technology platform. Oracle Corp and Visa Inc were named as potential bidders.
Nordstrom Inc Investor Group An investor group, comprised of Blake W. Nordstrom, Peter E. Nordstrom, Erik B. Nordstrom, James F. Nordstrom, Bruce A. Nordstrom and Anne E. Gittinger was rumored to be planning to acquire an undisclosed majority interest in Nordstrom Inc, a Seattle-based family clothing retailer, in a privately negotiated transaction.
Compiled LLC LDiscovery LLC LDiscovery LLC (KLD), a unit of The Carlyle Group LP, acquired Compiled LLC, a Richmond-based software publisher. Concurrently, KLD acquired Strategic Legal Solutions. Terms of the transactions were not disclosed.
Strategic Legal Solutions LDiscovery LLC LDiscovery LLC (KLD), a unit of The Carlyle Group LP, acquired Strategic Legal Solutions, a New York-based provider of legal services. Concurrently, KLD acquired Compiled LLC. Terms of the transactions were not disclosed.
BlueTalon Inc Microsoft Corp Microsoft Corp acquired BlueTalon Inc, a Redwood City-based provider of data processing and hosting services.
Belvedere Advisors LLC Northern Trust Corp Northern Trust Corp planned to acquire Belvedere Advisors LLC, a Tiburon-based investment advisor.
Northwest Logic Inc Rambus Inc Rambus Inc definitively agreed to acquire Northwest Logic Inc, a Beaverton-based manufacturer of semiconductors and related device, from Intel Corp.
JD Power & Associates Inc Thoma Bravo LLC Thoma Bravo LLC agreed to acquire JD Power & Associates Inc (JD Power), a Costa Mesa-based provider of marketing research and opinion polling services, from XIO (UK) LLP (Xio), in a leveraged buyout transaction. Originally, in May 2019, Xio was rumored to be seeking a buyer for JD Power. The terms of the transaction were not disclosed, but according to sources close to the transaction, the value was estimated at $1.9 bil.
NetXpress LLC Transaction Network Services Inc Transaction Network Services Inc, jointly owned by TNS Inc and GTCR LLC, acquired NetXpress LLC, a Chicago-based provider of office administrative services.
Refinery29 Inc Vice Media LLC Vice Media LLC was rumored to be planning to acquire Refinery29 Inc, a New York-based media representative.
Uhana Inc VMware Inc VMware Inc, a unit of EMC Corp, planned to acquire Uhana Inc, a Palo Alto-based software publisher.
Vyve Broadband LLC Vyve Broadband LLC SPV Vyve Broadband LLC SPV, jointly owned by GTCR LLC and Mega Broadband Investments LLC, definitively agreed to acquire Vyve Broadband LLC, a Rye Brook-based wireless telecommunications carrier, from Optimum West, ultimately owned by Cablevision Systems Corp, in a leveraged buyout transaction.
Intimates Online Inc Wacoal International Corp Wacoal International Corp, a unit of Wacoal Holdings Corp, agreed to acquire the entire share capital of Intimates Online Inc, a New York City-based manufacturer of apparels.
US M&A Deals Announced July 26 to August 01, 2019
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