Notable Mergers and Acquisitions 9/2: (YUM) (ACW) (SIEB) (NDSN)
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Accuride’s board of directors unanimously approved the Crestview transaction and agreed to recommend that Accuride’s shareholders vote to adopt the merger agreement. In addition, investment funds affiliated with Cetus Capital LLC, who collectively hold approximately 17 percent of the outstanding Accuride shares, have entered into a customary voting agreement to support the Crestview transaction. Accuride expects to hold a special meeting of its shareholders to consider and act upon the proposed merger as promptly as practicable. Details regarding the record date for, and the date, time and place of, the special meeting of shareholders will be announced when finalized.
The merger agreement contains a customary 35 calendar day “go shop” period during which Accuride and its advisors are permitted to solicit alternative transaction proposals. The transaction is subject to customary closing conditions, including Accuride shareholder approval and antitrust approvals in the United States and Mexico, and is expected to close in the fourth quarter of 2016.
After the transaction closes, Accuride will remain an independent global company with continuity of leadership, business units and worldwide operations. It will continue to operate under its current brand name and remain headquartered in Evansville, Ind., USA, with operations in the United States, Canada, Mexico and Italy. President and CEO Rick Dauch and the members of the Accuride Leadership Team will continue to lead the business after the transaction closes.
“Accuride is excited to have this opportunity to partner with Crestview, a private equity firm respected for its integrity and expertise in managing assets, and well regarded for enhancing the value of its holdings,” Accuride President and CEO Rick Dauch said. “After the transaction closes, Accuride will operate as a stand-alone business within Crestview’s portfolio of companies. Accuride will serve as a platform for further growth and consolidation in the global wheels and wheel-end sectors as we expand to serve our customers’ needs worldwide. We are confident that under Crestview’s stewardship, Accuride will receive the resources and support needed to realize our vision of becoming the premier supplier of wheel end system solutions to the global commercial vehicle industry.”
“We are thrilled to have the opportunity to partner with Rick Dauch and the rest of Accuride’s terrific management team to help take Accuride to the next level,” said Alex Rose, Partner at Crestview and co-head of the firm’s industrials strategy. “This acquisition results in a de-levered Accuride, providing the company with greater flexibility to pursue growth around the world. Crestview has had great success backing strong industrial companies that are embarking upon global expansion strategies and we look forward to helping Accuride’s management team execute on their vision for the company’s future.”
Deutsche Bank is acting as exclusive financial advisor to Accuride, and Latham & Watkins LLP is serving as legal advisor to Accuride. RBC Capital Markets LLC is acting as exclusive financial advisor to Crestview Partners, and Kirkland & Ellis LLP is serving as legal advisor to Crestview Partners.
Accuride will file a report on Form 8-K regarding the transaction, including a copy of the merger agreement, with the Securities and Exchange Commission.
*** Yum! Brands, Inc. (NYSE: YUM) announced that it has entered into agreements with Primavera Capital Group, a China-based global private equity firm, and Ant Financial Services Group, one of the world’s leading online and mobile financial services providers that operates the widely used Alipay mobile payments platform, to invest a total of $460 million in Yum China, concurrent with the completion of Yum China’s spinoff from Yum! Brands.
The spinoff and concurrent completion of the Primavera and Ant Financial investments are expected to occur on October 31, 2016, with Yum China to commence trading on the New York Stock Exchange as an independent company on November 1, 2016, under the ticker symbol “YUMC.”
Under the terms of the agreements, Primavera and Ant Financial will invest $410 million and $50 million, respectively, in Yum China. The final number of shares issued to Primavera and Ant Financial will be subject to a post closing adjustment such that the effective price will be equal to an 8% discount to the volume-weighted average trading price of Yum China’s equity value during the period commencing 31 days and ending 60 days following completion of the spinoff (subject to a collar mechanism limiting the minimum and maximum shares to be issued). Primavera and Ant Financial will also receive two tranches of warrants to acquire shares of Yum China common stock reflecting approximately 2% equity ownership interest (in the aggregate) in each tranche to be exercisable in the five-year period following the issuance of those warrants, with strike prices correlating to equity values of $12 billion and $15 billion.
The Company also announced that founder of Primavera Dr. Fred Hu, former Chairman of Greater China at Goldman Sachs, will become Non-Executive Chairman of the Board of Yum China.
“We have long admired the Yum China business and are looking forward to collaborating with the Board and management to realize the company’s full potential,” said Dr. Hu of Primavera. “Yum China is an established leader in the retail and restaurant industry which we believe is poised for continued strong growth and unit expansion as cities across China invest in new transportation hubs, shopping malls and other physical and electronic infrastructure that will support consumption. I look forward to leading the Board of Directors of Yum China in its new and exciting chapter as an independent company.”
“Through this collaboration, we aim to help Yum China provide world-class mobile payment services for tens of millions of customers across its brands. These services include hassle-free Alipay for customers to help shorten queues at the cashier as well as membership solutions for Yum China designed to help manage their customer relations and promotions,” said Eric Jing, President of Ant Financial Services Group. “Leveraging our Big Data capabilities, KFC and Pizza Hut witnessed promising marketing results through their promotion on multiple Ant Financial platforms. We look forward to further collaborating with Yum China in the future.”
“Primavera and Ant Financial both have deep insights into the rapid urbanization and digital transformation which is driving the evolution of China’s economy, and we are excited about their investment into Yum China,” said Micky Pant, Chief Executive Officer of Yum China. “The investment is a clear endorsement of our business strategy and growth potential, and their diverse experience and relationships will be extremely beneficial. Dr. Hu’s extensive market insights and experience scaling businesses in China will be invaluable as we move to expand the footprint of our brands. In addition, Yum China is already the leading restaurant company for cashless payment systems in China, and we expect Ant Financial can provide further unique insights to help us better connect with consumers through mobile technology.”
“The investments from Primavera and Ant Financial in Yum China mark another important milestone in our plans to separate the China business and create a solid foundation for Yum China as it prepares to become an independent restaurant powerhouse,” said Greg Creed, Chief Executive Officer of Yum! Brands. “We look forward to partnering with Primavera and Ant Financial to drive long-term growth at Yum China and welcome Dr. Hu as Non-Executive Chairman of Yum China. I’m pleased that the spinoff remains on track for completion on October 31 and look forward to sharing additional details on the transformative initiatives we are undertaking as we become a more heavily franchised company at our New York investor conference on Tuesday, October 11.”
Primavera has an established track record of supporting successful, high-growth companies in China whose business models benefit from rising consumption and the adoption of urban lifestyles. Its investments include Alibaba Group Holding Ltd. (NYSE: BABA) and Ant Financial, among many others. Ant Financial is an online and mobile financial services firm and digital payments network provider in China.
The closing of the investments are subject to completion of the spinoff and other customary closing conditions.
Goldman, Sachs & Co. is serving as financial advisor and Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Yum! Brands and Yum China. PJT Partners is serving as an independent financial advisor to Yum! Brands’ Board of Directors. Simpson Thacher & Bartlett LLP and Fangda Partners are serving as legal advisors to Primavera and Ant Financial.
*** Siebert Financial Corp. (Nasdaq: SIEB) and Kennedy Cabot Acquisition, LLC are pleased to announce they have entered into a definitive agreement under which Kennedy Cabot Acquisition will acquire approximately 90% of the outstanding common stock of Siebert Financial Corp. from the Estate of Muriel F. Siebert. Siebert Financial is the owner of Muriel Siebert & Co., Inc., the broker-dealer founded in 1967 by the late Muriel F. “Mickie” Siebert, the first woman to own a seat on the New York Stock Exchange and the first woman to head a NYSE member firm.
Jane Macon, the Chairwoman of Siebert Financial said, “We look forward to a smooth transition and are pleased that the enduring vision and legacy established by Mickie Siebert nearly fifty years ago will continue into the future.”
Gloria E. Gebbia, the owner and managing member of Kennedy Cabot Acquisition said, “The team being assembled at Kennedy Cabot Acquisition has many years of experience in the brokerage industry including successfully acquiring and growing broker-dealers and bring a strong and experienced management team to Siebert Financial Corp.”
Under the terms of the agreement, Kennedy Cabot Acquisition will make a tender offer for the outstanding common stock of Siebert Financial not owned by the Estate. Holders of Siebert Financial shares may accept the tender offer and sell their shares or not tender their shares and remain shareholders of Siebert Financial. The closing of the sale and the tender offer is expected to occur in the fourth quarter of 2016, conditioned upon approval by the Financial Industry Regulatory Authority (FINRA).
Prior to closing, Siebert Financial anticipates paying a dividend to all Siebert Financial shareholders in the amount of approximately $0.20 per share.
Siebert Financial’s principal activity is providing online and traditional discount brokerage and related services to retail investors through the broker-dealer, and serves as a registered investment advisor through its Siebert Investment Advisors business unit.
Siebert Financial considers the sale to Kennedy Cabot Acquisition to be the strongest strategic alternative to continue the company and maximize shareholder value in the wake of the 2013 passing of Muriel F. “Mickie” Siebert, Siebert Financial’s founder and former Chairwoman, President and Chief Executive Officer.
Kennedy Cabot Acquisition plans to continue to build upon the strong existing foundation at Siebert Financial to further strengthen the customer experience. The acquisition agreement does not provide for the merger of Siebert Financial with or into Kennedy Cabot Acquisition.
Mrs. Gebbia added, “Speaking for myself and the other principals of Kennedy Cabot Acquisition, we are all very excited about the acquisition and embrace the opportunity not only to expand the business but also to build a world-class financial firm dedicated to serving client financial needs.”
Mrs. Gebbia and her family are the majority owners of StockCross Financial Services, Inc. The Gebbia family has been successfully involved with financial services companies since the early 1970's and during such time they built a broker-dealer into a national brand, which they sold to Toronto Dominion Bank in 1997. Mrs. Gebbia is also the President of the Associates for Breast and Prostate Cancer Studies which raises funds for the John Wayne Cancer Institute. Through Mrs. Gebbia’s leadership since 1998 over $14 million has been raised for cancer research studies.
*** Nordson Corporation (Nasdaq: NDSN) is broadening its fluid management product offering for medical and select non-medical applications with the acquisition of LinkTech Quick Couplings, Inc., a Ventura, California designer, manufacturer and distributor of highly engineered precision couplings and fittings. The transaction is not material to Nordson results and is being funded under Nordson’s existing revolving credit facility. Terms of the deal were not disclosed.
“LinkTech broadens our solutions offering to our customers within our fittings and connectors product line and fills a strategic gap in our growing portfolio of single use, highly engineered components,” said Nordson Corporate Vice President Jeff Pembroke. “We expect to build on the current strong performance of LinkTech by leveraging Nordson’s scale, sales channel and continuous improvement competencies, very similar to the successful approach we have taken with other recent product acquisitions in our medical portfolio.”
Founded in 2005 and employing approximately 30 people, LinkTech will become part of the Nordson MEDICAL product line within Nordson’s Advanced Technology Systems segment. LinkTech’s broad product offering includes plastic couplings, metal couplings, polypropylene couplings, and plastic tubing connectors used in insufflation tubing sets, deep vein thrombosis, clinical instrumentation, compression cryotherapy, pulmonary equipment and several other applications. The company shares a variety of blue-chip OEM customers in common with Nordson and has generated double digit compound annual organic growth rates in revenue over the last five years.
“We believe Nordson MEDICAL is best positioned to support the continued growth of the LinkTech product line. They have set the standard for quality and service in the medical components industry and their growing product portfolio will allow them to provide even more solutions to their customers,” added LinkTech President Randy Rehder.
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