Monthly Archives: December 2014

As Canadian M&A Soars on Oil, Goldman Sachs Becomes Top Adviser, edging out JPMorgan Chase, Royal Bank of Canada, Barclays and Citigroup

Mergers and Acquisitions Conference 2015 New York City

Mergers and Acquisitions Conference 2015 New York City

Goldman Sachs was the top investment banking adviser on Canadian mergers and acquisitions in 2014, as oil and gas and cross-border deals drove takeovers to a seven-year high.

According to Bloomberg, Canadian firms were involved in $229 billion worth of transactions through Dec. 29, the highest annual tally since 2007 and up 45 percent from last year, according to data compiled by Bloomberg.

Goldman advised on $61.6 billion worth of those deals, its highest ever in Canada, and narrowly edging out JPMorgan Chase, which advised on transactions valued at $61.3 billion. Royal Bank of Canada slipped to third spot after three consecutive years at No. 1, while Barclays and Citigroup rounded out the top five. The figures and rankings are based on announced date and subject to change as more deals are recorded.

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8-K Filing Shows PCM Enters Agreement With Sarcom Properties To Buy Property For $6.569M

On December 23, 2014, PCM, Inc. (the “Buyer”) entered into an agreement with Sarcom Properties, Inc. (the “Seller”), an unaffiliated third party, to buy certain real property from the Seller for a total cash sales price of $6,569,500 (the “Agreement”). The real property is located at 8337 Green Meadows Drive N., Lewis Center, Ohio and includes approximately 12.4 acres of land together with a building for office and warehouse space of approximately 144,000 square feet (the “Building”). One of our other subsidiaries is currently the tenant of the Building and it is currently being used as our second headquarters, sales office and distribution center. We expect to finance around 70% of the purchase price with a long-term note.

The Buyer is entitled to terminate the Agreement for any reason while it conducts due diligence related to the property during a 30 day period from December 23, 2014 (the “Due Diligence Period”). In addition, the Buyer may extend the Due Diligence Period for further environmental due diligence for an additional 30 days if it determines in its sole discretion that further environmental due diligence is required. However, the Buyer and Seller have agreed to use best efforts to close the transaction no later than January 31, 2015. The Agreement also contains other customary closing conditions to the purchase and sale of the real property.

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Worldwide M&A activity reaches seven-year high

During the first few months of 2014, it quickly became apparent that major companies and corporations across the U.S. were interested in expanding their operations through aggressive mergers and acquisitions. We have reported extensively on many of the most noteworthy complex transactions to be undertaken within the nation, however, it seems that just as many landmark deals have been reached outside of the country, as well.

Global transactions total more than $1 trillion in Q2
In the latest bit of M&A news, the deal volume recorded during the second three-month period of this year has amounted to more than $1 trillion, according to Reuters. This figure marks the largest deal volume observed since the same time in 2007, and represents a significant improvement from the $680 million that changed hands during the first quarter of 2014.

“Companies have strategic imperatives to do deals, they have the cash to do deals, and they can borrow additional cash at record-low rates,” Frank Aquila, a mergers and acquisitions lawyer at Sullivan & Cromwell LLP, told the news source. “It really is a bit of a perfect storm when it comes to dealmaking.”

Multiple mega deals were completed during the second quarter, including agreements between Oracle and Micros Systems, Tyson Foods and Hillshire Brands as well as Sprint and T-Mobile.

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Good year for cross-border M&A in the Middle East

“The Middle East has seen a very robust year in terms of both inbound and outbound M&A activity,” said Tom Thraya, UAE Head of Corporate/M&A for Baker&McKenzie Habib Al Mulla.”The increasing trend looks set to continue in 2015, with stable markets such as the UAE and Saudi Arabia remaining attractive to international investors. Factors such as the UAE’s increasing importance as a business hub for the Middle East and Africa, and the opening up of Saudi Arabia’s stock exchange for foreign investors in 2015, are fueling optimism for a further acceleration of M&A activity in the region.”

Data from Thomson Reuters reveals that as of 14 December 2014, the total value of Middle Eastinbound M&A activity has already surpassed 2013, increasing by 53 percent to reach USD9.5 billion. In terms of deal value, inbound acquisitions were driven by the US (49.8 percent), followed by China (10.3 percent) and Switzerland (7.1 percent). The US had the most number of transactions with 43 deals, followed by India and China, both with 8 deals.

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PFSweb, Speed Commerce are urged to merge

As the valuations of e-commerce groups PFSweb Inc. (PFSW) and Speed Commerce Inc. (SPDC) have converged, activist firm Engine Capital LP is pushing the companies to combine.

“As a result of the stock appreciation of PFSW and the stock decline of SPDC over the past 12 months, the Ebitda multiples of both companies have now converged to a point where a combination of both companies is doable,” Engine managing partner Arnaud Ajdler wrote in a letter to the boards of both companies made public on Monday. “The historical reason for not merging the companies is no longer an obstacle.”

PFSWeb-LG.jpg

PFSweb stock has climbed from about $9 at the start of 2014 to $12.19 Tuesday morning, putting its market cap at about $190 million. Speed shares have declined from about $4.60 each at the beginning of the year to $2.99, with its total equity worth about $215 million. Both companies’ valuations have settled at about 10 times Ebitda.

After restructuring by Speed, the companies have nearly identical businesses providing e-commerce services to retailers and manufacturers.

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U.K. M&A Deals: What a U.S. Buyer Should Expect

This article explores the significant differences between market deal terms in the U.S. and U.K., with an additional focus on what buyers should expect when a business is being sold by a U.K. private equity fund.

Typically, U.S. private stock deals are executed on a ‘cash-free, debt-free’ basis, incorporating upward and downward adjustments to the agreed-to purchase price based on post-closing metrics.

Conversely, the ‘locked box’ method is gaining prevalence in the U.K. This approach involves an equity price being established using a historic set of accounts which the buyer has no ability to adjust after closing. If changes to these accounts occur, the buyer’s only right of claim is under contract.

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Deal Professionals Predict Financial Services M&A Will Soar

Dealmakers polled in mid-November expect M&A to expand significantly in the financial services, insurance, and real estate (FIRE) sector over the coming year, according to Mergers & Acquisitions’ Mid-Market Pulse (MMP), a forward-looking sentiment indicator derived from monthly surveys of approximately 250 executives published in partnership with McGladrey LLP.

The 12-month score of 87.2 for FIRE was nearly 17.5 points higher than the comparable score for overall M&A. It was also the highest 12-month score of the six fast-growth industries measured by the MMP – ahead of health care; technology, media and telecommunications; manufacuring; consumer goods and retail; and energy. Short-term expectations for the sector were also high. The three-month composite score of 79.3 for FIRE beat the overall market score of 71.0 but was lower than the three-month score of 84.1 for health care.

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