Notable Mergers and Acquisitions 11/10: (ADBE)/(TUBE) (FCEL) (SPTN) (BFAM)

November 10, 2016 9:42 AM EST

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*** Adobe (Nasdaq: ADBE) announced it has entered into a definitive agreement to acquire TubeMogul (Nasdaq: TUBE) for approximately $540 million net of debt and cash. Under the terms of the agreement, Adobe will commence a cash tender offer to acquire all of the outstanding common stock of TubeMogul for $14 per share. TubeMogul is a leader in video advertising, with a single platform that enables brands and agencies to plan and buy video advertising across desktops, mobile, streaming devices and TVs. Adobe Marketing Cloud is the world’s most comprehensive and integrated solution for delivering exceptional digital experiences. Adobe’s acquisition of TubeMogul will create the first end-to-end independent advertising and data management solution that spans TV and digital formats, simplifying what has been a complex and fragmented process for the world’s biggest brands.

Video consumption is exploding across all devices and video advertising is the fastest growing advertising category. Adobe is the leader in video content creation and delivery with its Premiere Pro CC and Primetime solutions. Adobe’s acquisition of TubeMogul will enable brands to capitalize on the meteoric shift to online video.

The acquisition of TubeMogul further strengthens Adobe’s leadership in digital marketing and advertising technology. Building upon its expertise in search, display and social advertising planning and delivery with Adobe Media Optimizer, the addition of TubeMogul will enable Adobe’s customers to maximize their video advertising investments across desktop, mobile, streaming devices and TV. TubeMogul’s video advertising platform, combined with Adobe Marketing Cloud, will give customers access to first-party data and measurement capabilities from Adobe Audience Manager (Adobe’s data management platform) and Adobe Analytics respectively.

“Whether it’s episodic TV, indie films or Hollywood blockbusters, video consumption is exploding across every device and brands are following those eyeballs,” said Brad Rencher, executive vice president and general manager, digital marketing, Adobe. “With the acquisition of TubeMogul, Adobe will give customers a ‘one-stop shop’ for video advertising, providing even more strategic value for our Adobe Marketing Cloud customers.”

TubeMogul is a video demand-side platform (DSP) leader according to Forrester Research in its Q4 2015 Forrester Wave™ Video Advertising Demand Side Platform report. Adobe and TubeMogul share a long list of joint customers that will benefit from the integration of TubeMogul into Marketing Cloud solutions. Joint customers include Allstate, Johnson & Johnson, Kraft, Liberty Mutual, L’Oréal, Nickelodeon and Southwest Airlines.

“Adobe and TubeMogul share a similar culture and vision for the future of advertising,” said Brett Wilson, CEO and co-founder, TubeMogul. “The combination of Adobe Marketing Cloud with TubeMogul’s software creates a uniquely comprehensive platform that will help marketers always know what’s working -- and act on it. We’re thrilled to call Adobe home and believe this will be a great move for our clients, team and shareholders.”

The transaction, which is expected to close during the first quarter of Adobe’s 2017 fiscal year, is subject to customary closing conditions. The potential financial impact to Adobe of this transaction is not reflected in financial targets previously provided by Adobe. Until the transaction closes, each company will continue to operate independently. Assuming the completion of the transaction, Adobe believes the acquisition of TubeMogul will be neutral to Adobe’s non-GAAP earnings in fiscal year 2017. Due to the absence at this time of certain acquisition-related cost estimates and purchase price accounting, Adobe is currently unable to provide an estimated impact on future GAAP earnings.

TubeMogul CEO Brett Wilson will continue to lead the TubeMogul team as part of Adobe’s Digital Marketing business.

*** FuelCell Energy, Inc. (Nasdaq: FCEL) announced on behalf of FuelCell Energy Solutions GmbH, the sale of a fuel cell power plant to E.ON Connecting Energies GmbH (E.ON) as part of a collaborative joint business approach that is a repeatable business model for a broad range of customers and applications. The highly efficient combined heat and power fuel cell power plant will be installed in Germany at a commercial location. This on-site fuel cell installation provides the power user with secure and clean power. Installation of the power plant is expected to begin in early 2017 and shall be serviced by FuelCell Energy Solutions (FCES) under a long term service agreement.

“This is a global replicable project model with utility ownership for easy-to-site distributed power generation,” said Chip Bottone, President and Chief Executive Officer FuelCell Energy, Inc. and Managing Director, FuelCell Energy Solutions GmbH. “Customers value the multiple attributes of clean on-site power generation but most important is that our fuel cell solutions help our customers reduce their energy costs.”

The fuel cell power plant will be located right next to the building using the power and heat as the clean and quiet power generation enables siting fuel cells where the power is used. The fuel cells will meet more than 80 percent of the power needs of the facility as well as supporting heating and hot water needs. Adopting low-carbon and virtually emission-free on-site fuel cell power generation supports sustainability initiatives for the project host and continues to position EON as an environmental leader.

Fuel cells electrochemically convert a fuel source into electricity and heat in a highly efficient process that emits virtually no pollutants due to the absence of combustion. The combination of near-zero pollutants, modest land-use needs, and quiet operating profile facilitates permitting and enables locating the power plants in urban locations.

E.ON Connecting Energies GmbH is a business unit of E.ON that offers integrated energy solutions for commercial and industrial customers as well as public-sector institutions internationally.

*** Bright Horizons Family Solutions Inc. (NYSE: BFAM) announced that it has acquired Asquith Day Nurseries & Pre-Schools, one of the UK's leading providers of high-quality child care and early years education serving the needs of working families. Based in Chesham, Asquith operates 90 nurseries throughout the UK, including England, Scotland and Wales, with roughly half located within the southeast greater London area. The addition of Asquith brings Bright Horizons' total number of nurseries in the UK to more than 300 and more than 1000 worldwide.

"We are excited to welcome Asquith to the Bright Horizons family. We have long admired each other's organization and share an approach to early years education and commitment to excellence that makes this development a natural one," said Bright Horizons CEO David Lissy. "Asquith's outstanding reputation for high quality is recognized among families and throughout the field, and we are proud of this new addition to our European team."

James Tugendhat, Bright Horizons' Managing Director, International, said, "We were attracted to Asquith's excellent reputation for premium child care and its strong commitment to both behavioral safety and staff development. We are delighted to bring together our two organizations and our shared purpose to provide exceptional care, education and family solutions for children and families."

Founded in 1989, Asquith Nurseries has a strong record of excellence and consistently high ratings from OFSTED, the UK's child care inspection and regulatory body. With strong qualifications and excellent training programs, Asquith staff join their Bright Horizons peers among the most talented and dedicated early educators. Asquith has also long committed to a philosophy of child-based learning and exploration and equips its nurseries with the latest technology and a curriculum that prepares children for school and lifelong learning. The group's nurseries also include nearly two dozen child care centers managed within David Lloyd leisure and tennis clubs across the country. In addition, 35 of the nurseries are operated in freehold properties owned by Asquith that are part of the acquisition. In its most recently completed fiscal year, which ended February 29, 2016, Asquith reported revenues totaling £60 million.

"We are proud of the impact we have made on children and families throughout Asquith's more than 25-year history. There is no doubt that Bright Horizons is the right partner to build on what we've grown over a quarter of a century. Our nursery staff, parents, and, most important, the children will find the same supportive learning environments and a company committed to growing what we've built to its full potential," said Asquith CEO and Managing Director Andy Morris, who will be staying with the company and supporting the transition.

Also part of the acquisition is Asquith Nannies, an award-winning service that combines nannies and nursery time. An extension of Asquith Day Nurseries & Pre-Schools, Asquith Nannies is one of the UK's largest employer of nannies. The offering is a natural complement to Bright Horizons' Back-Up Care Advantage program, which offers employers the opportunity to provide their workforce with emergency child care options provided within a child care center or at home.

Asquith has been owned by Kaupthing ehf since 2009. Kaupthing was advised by Jefferies.

*** SpartanNash (Nasdaq: SPTN) announced the following on Wednesday night:

On November 3, 2016, the Company entered into a definitive agreement to acquire certain assets of Caito Foods Service (“Caito”) and Blue Ribbon Transport (“BRT”) for $217.5 million in cash, in addition to reimbursing Caito for certain transaction costs and providing two earn-out opportunities that have the potential to pay the sellers an additional $12.4 million collectively if the business achieves certain performance targets. The purchase price will be funded with proceeds from the Company’s asset-based lending facility.

Founded in Indianapolis in 1965, Caito Foods Service is a leading supplier of fresh fruit and vegetables to grocery retailers and food service distributors across 22 states in the Southeast, Midwest and Eastern United States. Caito and BRT, which generate combined annual revenues in excess of $600 million, currently service customers from facilities in Indiana, Ohio and Florida. Caito also has a central fresh cut fruit and vegetable facility in Indianapolis and is completing construction on its new 118,000 square foot Fresh Kitchen facility, also in Indianapolis. The $32 million Fresh Kitchen will process, cook, and package fresh protein-based foods and complete meals; it is expected to be fully operational in the first quarter of 2017. The company offers temperature-controlled distribution and logistics services throughout North America through its affiliate Blue Ribbon Transport.

The acquisition will strengthen the Company’s product offerings to its existing customer base by expanding into the fast-growing freshly-prepared centerplate and side dish categories. The Company expects to close the acquisition by early January 2017, subject to regulatory approval and customary closing conditions.

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