Category: M&A Insights & Trends

Columbia Financial (NASDAQ:CLBK) and Stewardship Financial receive regulatory approvals from the Federal Reserve, the Office of the Comptroller of the Currency, and the New Jersey Department of Banking and Insurance to complete Columbia’s acquisition of Stewardship.

The transaction is expected to close on Nov. 1, 2019.

Previously: Stewardship Financial stockholders approve merger(Oct. 3)

First BanCorp (NYSE:FBP) agrees to acquire Banco Santander Puerto Rico for a $63M premium to BSPR’s core tangible common equity in an all-cash deal.

Base purchase price is $425M plus $638M of BSPR’s excess capital as of June 30, 2019 paid at par.

As of June 30, 2019, BSPR had $6.2B of assets, $3.1B of loans, and $5.0B of deposits.

Sees deal generating 35% accretion to fully phased-in 2020 consensus EPS with a tangible book value per share earnback period of 2.6 years.

Pretax annual cost savings of $48M expected to be fully achieved in 2021.

Sees one-time restructuring charges of $76M, to be phased-in 50% at close and remainder in 2021.

FirstBank won’t assume any of BSPR’s non-performing assets.

Update with Banco Santander details: For the seller, Banco Santander (NYSE:SAN), the price of ~$1.1B represents a 1.1x price to total book value; the transaction is expected to close in mid-2020.

The deal will lead to an increase in the Banco Santander Group’s CET1 capital of 5-6 basis points and immaterial impact on Santander Group attributable profit.

Conference call on Oct. 22 at 10 AM ET.

Colorado has reached a settlement with T-Mobile (TMUS +1%) and Dish Network (DISH -0.9%), pulling out of the multistate lawsuit trying to stop T-Mobile’s merger with Sprint (S -0.5%).

Colorado joins Mississippi in dropping out of the effort.

Dish Network has promised to bring 2,000 jobs to Colorado, and (similar to the Mississippi deal) T-Mobile has promised to deploy next-gen 5G service across much of the state.

It’s “great news,” T-Mobile CEO John Legere says, but observers have expected some defections from the multistate lawsuit (now numbered at 16 attorneys general) — and also expect that lead state New York will see it through. The case is set for trial Dec. 9.

Microsoft (MSFT +0.4%) announces acquiring the cloud file migration provider to simplify and speed migration to Microsoft 365.

Mover supports migration from over a dozen cloud service providers, including Box, Dropbox, and Google Drive.The company describes itself as “one of the fastest OneDrive and SharePoint document migrators in the world.”

Financial terms weren’t disclosed. Mover had raised $1.5M in private funding.

Mover is Microsoft’s fourth cloud-related acquisition in recent months, following Blue Talon, jClarity, and Movere.

Post has been updated to include more background information.

Edgewell Personal Care (EPC +1.4%) agrees to sell its Infant and Pet Care business to Angelcare for $122.5M.

Under the terms of the agreement, the Angelcare group will acquire the rights and assets of Diaper Genie, and Litter Genie; additionally, Angelcare will have the exclusive rights to the Playtex brand.

Edgewell expects to use net proceeds from the sale to strengthen its balance sheet.

The transaction is expected to close by end of 2019

Stifel turns positive on JetBlue (JBLU +4.5%) with an interesting M&A angle in the mix beyond the favorable view on JetBlue’s valuation.

The firm sees some logic to Southwest Air (LUV +0.1%) buying either JetBlue or Alaska Air (ALK +2.6%).

The M&A wildcard is a large part of the reason that Stifel drops LUV to a Hold rating and elevates JBLU to a Buy rating.

Knight Therapeutics (OTC:KHTRF) has agreed to acquire Montevideo, Uruguay-based Biotoscana Investments S.A. (“Grupo Biotoscana”) for BRL 1,164M (C$369M).

It will purchase a 51.21% stake from a controlling shareholder group for BRL 596M (C$189M) followed by a mandatory tender offer for the remaining 48.79% interest held by public investors (valued at C$190M if all shares are tendered).

Grupo Biotoscana is a biopharmaceutical firm with operations in Argentina, Colombia, Chile, Ecuador and Peru and a presence in 10 countries throughout the region.

Ecopetrol’s (EC -0.9%) subsidiary Ecopetrol Óleo e Gás do Brasil agrees to acquire 30% of interests, rights and obligations in two areas corresponding to the BM-S-54 Concession Agreement and Sul de Gato do Mato Shared Production Agreement, located offshore in Brazil’s Santos basin, from Shell Brasil Petróleo.

Under this agreement, Shell will reduce its stake from 80% to 50% and continue as operator, while Total will retain the remaining 20%.

According to Ecopetrol’s estimates, the company could incorporate ~90M barrels of crude in contingent resources as of 2020, as well as its share of production could total ~20,000 bbls/day of crude in 2025.

Adtalem Global Education (ATGE +1.1%) agrees to sell its Brazilian portfolio, Adtalem Educacional do Brasil, to YDUQS,  for R$1.92B, equivalent to ~$465M

IBMEC, Damásio and Wyden will retain and continue to operate under their current brands.

The divestiture streamlines Adtalem Global’s portfolio and enhances focus on opportunities in Medical & Healthcare and Financial Services markets

The transaction is expected to close by 1H 2021, and ATGE intends to use the sale proceeds for share repurchases and investments.

Adtalem’s Brazil assets, which make up all of Adtalem’s Business & Law segment, contributed $225.8M in revenue in FY 2019.