KKR to buy Calsonic in $4.5bn deal

BY Richard Summerfield

Private equity firm KKR & Co has agreed to acquire auto parts maker Calsonic Kansei Corp from the company’s majority shareholder Nissan, for around $4.5bn. The deal represents KKR’s biggest ever deal in Japan.

According to a statement announcing the deal, KKR will pay 1860 yen per Calsonic share held - a 28.3 percent premium over the company’s closing price on Tuesday, the day before the deal was announced. The firm beat competition from a number of other rival private equity firms, including Bain Capital and MBK Partners.

Calsonic’s main customer is Nissan, Japan’s second largest car maker, which accounts for 85 percent of its business. However, the company also supplies parts to a number of other car manufacturers including Renault, Isuzu, Daimler and General Motors.

Yasuhiro Yamauchi, chief competitive officer of Nissan, said in a statement: "This agreement was reached because we share common interests and goals. Nissan is hoping to further increase the competitiveness of Calsonic Kansei – one of our most important partners – and KKR recognises the company's potential. This is also the best choice for Calsonic Kansei and its shareholders."

The acquisition of Calsonic will come from KKR Asian Fund II. The firm has been active in Japan through its pan-regional private equity funds since 2010. Though the country has been a key market for KKR, the deal for Calsonic is a rare one in Japan. Multibillion dollar deals in Japan have been hard to come by in recent years; many Japanese companies often unwilling to divest their units through drastic restructuring.

Once the deal for Calsonic is complete, it will become the fourth KKR owned firm operating in Japan. The firm has previously acquired human resources services company Intelligence Ltd, Pioneer DJ, the DJ equipment business which Pioneer Corporation divested in early 2015, and Panasonic Healthcare, which was carved-out of the Panasonic Corporation for $1.67bn in 2013.

Hiro Hirano, a member of KKR and CEO of KKR Japan, said: "Calsonic Kansei is a best-in-class auto-parts manufacturer that supplies high-quality products to the world's largest automotive brands. As a partner to Calsonic Kansei's management team, we aim to assist the company in achieving its growth ambitions and make available our international network and industry expertise to continue Calsonic Kansei's success globally."

News: KKR to buy Nissan-backed supplier Calsonic for up to $4.5 billion

Cyber safety: Symantec to acquire Lifelock for $2.3bn

BY Fraser Tennant

In a combination that will form the world’s largest digital safety platform for consumers and families, Symantec Corp. has announced that it is to acquire LifeLock, Inc. – a transaction with an enterprise value of $2.3bn.

The definitive agreement between cyber security company Symantec (the maker of Norton antivirus software) and LifeLock, a provider of proactive identity theft protection services, is expected to be financed by Symantec via cash on the balance sheet and $750m of new debt.

Once Symantec’s acquisition of LifeLock (for $24 per share) is complete, two business leaders, one in consumer security and the other in identity protection and remediation services, will have been brought together to create the world’s largest consumer security business with over $2.3bn in annual revenue (based on last fiscal year revenues for both companies).

Symantec’s board of directors has also confirmed that it has increased the company’s share repurchase authorisation from approximately $800m to $1.3bn, with up to $500m in repurchases targeted by the end of fiscal 2017.

“As we all know, consumer cyber crime has reached crisis levels,” said Greg Clark, CEO of Symantec. “LifeLock is a leading provider of identity and fraud protection services, with over 4.4 million highly-satisfied members and growing. This acquisition marks the transformation of the consumer security industry from malware protection to the broader category of digital safety for consumers.”

Illustrating the “crisis levels” referenced by Mr Clark is data showing that, in the last year, one third of American citizens and over 650 million people globally were the victims of cyber crime. As a consequence, more and more consumers are becoming concerned about digital safety.

“After a thorough review of a broad range of alternatives, our board of directors unanimously concluded that Symantec is the ideal strategic partner for LifeLock and offers our shareholders a significant premium for their investment, at closing,” said Hilary Schneider, CEO of LifeLock. “Together with Symantec we can deploy enhanced technology and analytics to provide our customers with unparalleled information and identity protection services. We are very pleased to have reached an outcome that serves the best interests of all LifeLock stakeholders.”

The Symantec/LifeLock transaction has been approved by the boards of directors of both companies and is expected to close in the first calendar quarter of 2017, subject to customary closing conditions (including LifeLock stockholder approval).

Mr Clark concluded: “With this combination we will be able to deliver comprehensive cyber defence for consumers.”

News: Symantec to acquire LifeLock for $2.3 billion

Samsung to acquire Harman International in $8bn deal

BY Richard Summerfield

Samsung Electronics announced on Monday that it had agreed to acquire Harman International Industries in a deal worth $8bn.

Under the terms of the deal, Samsung will pay around $112 per Harman share held. All together, the company will be paying a premium of 28 percent on Harman's closing price on Friday 11 November, the last day of trading before the deal was announced. The two companies expect the transaction to close in mid 2017, though the deal is still subject to regulatory approval.

For beleaguered Samsung, still reeling from the damage done to its mobile phone business following the withdrawal of the fire-prone Galaxy Note 7, the company’s commitment to the connected automotive sector may come as welcome relief. The automotive space is an increasingly popular investment destination for tech firms, and with industry giants Google and Apple both increasing their interest and presence in the industry in recent years, Samsung’s deal for Harman may prove a prudent investment.

Harman's products, which provide infotainment, telematics and connected safety and security services, are used in more than 30 million vehicles made by some of the world’s biggest car manufacturers, including BMW, Toyota and Volkswagen.

“Harman perfectly complements Samsung in terms of technologies, products and solutions, and joining forces is a natural extension of the automotive strategy we have been pursuing for some time,” said Oh-Hyun Kwon, vice chairman and chief executive of Samsung, in a statement. “As a Tier 1 automotive supplier with deep customer relationships, strong brands, leading technology and a recognized portfolio of best-in-class products, Harman immediately establishes a strong foundation for Samsung to grow our automotive platform.”

Samsung’s movement into the automotive space has developed over the last 12 months. Following the creation of the division in 2015, the company has invested $450m in Chinese car manufacturer and rechargeable batteries firm BYD Co Ltd. It has also held negotiations with Fiat Chrysler Automobiles over the potential sale or partnership of its Magneti Marelli manufacturing unit.

Harman will, according to Samsung, continue to operate as a standalone Samsung subsidiary, with its chief executive Dinesh Paliwal continuing to lead the division.

News: Samsung to buy car tech firm Harman for $8 billion, South Korea's biggest overseas deal

M&A deal flow to be “flat” in 2017 predicts new report

BY Fraser Tennant

The recent levelling off of the global M&A market will lead to a “flat year ahead” for deal flow, according to a new survey by Dykema.

In its "M&A Forecast: 2016 M&A Outlook Survey", Dykema reveals that 47 percent of respondents stated that they expected to see “no significant change” in the global M&A market over the next 12 months - up 43 percent in comparison to last year’s survey.

The survey also found that many executives had major concerns about the effects that corporate tax increases, increased federal regulation and taxation of carried interest could have on M&A in the coming year. Conversely, M&A dealmakers opined that the disruption caused by global events such as the fallout from Brexit and the US presidential election are likely to have a “negligible” effect on deals in 2017.

Moreover, in the case of the US election, survey respondents (by a 2-to-1 margin) indicated that they felt Donald Trump would be more supportive of the US M&A market than Hillary Clinton. However, a plurality of respondents stated that both candidates would have a neutralising effect on US M&A next year.

“When it comes to M&A in 2017, the biggest determining factor is likely the fate of the US economy,” said Thomas Vaughn, co-leader of Dykema’s M&A practice. “It’s not surprising that respondents – seeing a decline in 2016 deal volume after several years of strong growth – are taking a wait-and-see approach.”

Additional findings in the survey include the continued rise in inbound M&A activity to the US due to increased investment from China. In contrast, US outbound activity in China has remained low for the second consecutive year.

“On the international front, the pace of outbound acquisitions by Chinese companies, particularly in the US and Europe, does not appear to be slowing down anytime soon,” said Jeff Gifford, co-leader of Dykema’s M&A practice. “This trend is in large part due to an increasing level of comfort navigating Chinese regulatory bodies and growing confidence that these deals will go through successfully.”

While overall the survey does suggest a subdued outlook for the global M&A market in 2017, respondents also displayed a fair degree of optimism in relation to certain segments of the market, such as the energy, healthcare and technology sectors, which they say are grabbing increasing attention from M&A practitioners.

Report: M&A Forecast 2016 M&A Outlook Survey Summary

AT&T to acquire Time Warner in $86bn deal

BY Fraser Tennant

“A new company with complementary strengths to lead the next wave of innovation in converging media and communications industry”, is how the $86bn AT&T Inc. acquisition of Time Warner Inc. is being presented to the world.

The definitive agreement that will see the creation of a media-telecom giant is a stock-and-cash transaction valued at $107.50 per share. Time Warner shareholders will receive $53.75 per share in cash and $53.75 per share in AT&T stock.

AT&T expects to achieve $1bn in savings within years of the deal closing.

The combination of AT&T, which has unmatched direct-to-customer distribution across TV, mobile and broadband in the US, mobile in Mexico and TV in Latin America, with Time Warner, a global leader in creating premium content (which owns CNN and HBO), has been positioned to give customers unmatched choice, quality, value and experiences that will define the future of media and communications.

The transaction has been unanimously approved by the boards of directors of both companies.

“This is a perfect match of two companies with complementary strengths who can bring a fresh approach to how the media and communications industry works for customers, content creators, distributors and advertisers,” said Randall Stephenson, AT&T chairman and CEO. “Premium content always wins. It has been true on the big screen, the TV screen and now it’s proving true on the mobile screen. We’ll have the world’s best premium content with the networks to deliver it to every screen.”

The transaction will see Time Warner's vast library of content (which includes film franchises Harry Potter & DC Comics, as well as the Big Bang Theory and Gotham TV series) and ability to create new premium content, with AT&T's extensive customer relationships, world’s largest pay TV subscriber base and leading scale in TV, mobile and broadband distribution.

“This is a great day for Time Warner and its shareholders,” said Jeff Bewkes, chairman and CEO of Time Warner. “Combining with AT&T dramatically accelerates our ability to deliver our great brands and premium content to consumers on a multiplatform basis and to capitalize on the tremendous opportunities created by the growing demand for video content."

Expected to close before year-end 2017, the merger of AT&T and Time Warner is subject to approval by Time Warner Inc. shareholders and a review by the US Department of Justice. 

Bewkes concluded: “My senior management team and I are looking forward to working closely with Randall and our new colleagues as we begin to capture the tremendous opportunities this creates to make our content even more powerful, engaging and valuable for global audiences.”

Since the announcement of the deal, presidential candidates Hilary Clinton and Donald Trump, as well as US lawmakers, have raised queries. Furthermore, it has been announced that a Senate subcommittee will be held in November to consider the transaction.

News: AT&T to pay $85 billion for Time Warner, create telecom-media giant