TCF to buy ECN Capital’s Service Finance business

BY Richard Summerfield

Truist Financial Corp has agreed to acquire the Service Finance business of ECN Capital Corp in a deal worth $2bn.

Following the closing of the transaction, which is expected in the fourth quarter of 2021, subject to standard licensing and regulatory approvals, as well as compliance with customary closing conditions, ECN Capital intends to pay a special dividend of C$7.50 per common share or approximately US$1.5bn from the net proceeds to its common shareholders.

Service Finance, which provides home improvement loans, operates solely in the US and has underwritten more than US$7bn in loans since it was founded in 2004. ECN acquired the company in 2017 for US$304m.

“The acquisition of Service Finance expands the scale and capabilities of our wholesale payments businesses, enabling Truist to deliver innovative financing solutions to Service Finance’s nationwide network of dealers and serve homeowners across the country,” said Mike Maguire, head of national consumer finance and payments at Truist. “This acquisition significantly strengthens Truist’s leadership position in the rapidly growing POS industry, and we’re excited to partner with Mark Berch and the entire Service Finance team.”

“Service Finance’s client-centric model, coupled with Truist’s financial strength and commitment to POS lending, perfectly position us to continue to provide distinctive, secure and successful client experiences,” said Jeff McKay, head of Truist’s POS lending unit. “Just like Sheffield, Service Finance partners with leading brand names in their industry and has earned a reputation for unparalleled client service and delivering innovative solutions.”

“As a former home improvement contractor, I know how important it is to help contractors and their customers get access to convenient and attractive financing so our end-customers can spend more time enjoying the moments that matter, in the place that matters the most – their homes,” said Mark Berch, president and founder of Service Finance. “This is a dynamic market with tremendous potential, and joining Truist only improves our outlook for growth.”

As a result of the deal that was entered into with Truist, ECN received fully subscribed agreements from its senior lenders for the modification of its existing senior credit facility following the closing of the transaction. ECN Capital’s existing senior credit facility will be modified and restated to provide a total of US$700m in revolving financing for a period of four years from the closing date of the transaction. The Canadian Imperial Bank of Commerce will act as the managing agent and syndication agent, and the Bank of Montreal will act as the collateral agent.

Truist, the eighth-largest bank in the US, was formed in 2019 from the merger of BB&T and SunTrust.

News: TCF buys ECN Capital's service finance business for $2 billion

Sanofi acquires US biotech Translate Bio in $3.2bn transaction

BY Fraser Tennant

As part of its endeavour to accelerate the application of messenger RNA (mRNA) to develop therapeutics and vaccines, French multinational pharmaceutical company Sanofi is to acquire clinical-stage mRNA therapeutics company Translate Bio.

Under the terms of the definitive agreement, Sanofi will acquire all outstanding shares of Translate Bio for $38.00 per share in cash, reflecting a total equity value of $3.2bn.

Already partners, in June 2018 Sanofi and Translate Bio entered into a collaboration and exclusive licence agreement to develop mRNA vaccines, which was further expanded in 2020 to broadly address current and future infectious diseases.

Under the collaboration, there are two ongoing mRNA vaccine clinical trials: the COVID-19 vaccine Phase 1/2 study (with results expected in Q3 2021) and the mRNA seasonal influenza vaccine Phase 1 trial (with results due in Q4 2021).

The acquisition of Massachusetts-based Translate Bio will also help fast track Sanofi’s plans for its recently announced mRNA Centre of Excellence.

“Translate Bio adds an mRNA technology platform and strong capabilities to our research, further advancing our ability to explore the promise of this technology to develop both best-in-class vaccines and therapeutics,” said Paul Hudson, chief executive of Sanofi. “A fully owned platform allows us to develop additional opportunities in the fast-evolving mRNA space.

“We will also be able to accelerate our existing partnered programmes already under development,” he continued. “Our goal is to unlock the potential of mRNA in other strategic areas, such as immunology, oncology and rare diseases, in addition to vaccines.”

The transaction has been unanimously approved by the Sanofi and Translate Bio boards of directors.

“Sanofi and Translate Bio have a shared commitment to innovation in the mRNA space,” said Ronald Renaud, chief executive of Translate Bio. “With Sanofi’s long-standing expertise in developing and commercialising vaccines and other innovative medicines on a global scale, Translate Bio’s mRNA technology is now even better positioned to reach more people, faster.”

Subject to the satisfaction or waiver of customary closing conditions, the transaction is expected to be completed in the third quarter of 2021.

Mr Renaud concluded: “Translate Bio’s expertise coupled with that of Sanofi has driven significant progress, and we believe that this acquisition will strengthen our ability to achieve the full potential of mRNA technology.”

News: Sanofi bets on mRNA vaccines beyond COVID in $3.2 bln Translate Bio deal

Payments giant Square acquires lending pioneer Afterpay in $29bn deal

BY Fraser Tennant

Bringing together two of the fastest growing global FinTech companies, US payments company Square is to acquire Australian ‘buy now, pay later’ lending provider Afterpay in a $29bn all-stock transaction.

Under the terms of the agreement, which has been approved by the boards of directors of both companies, Afterpay shareholders will receive a fixed exchange ratio of 0.375 shares of Square Class A common stock for each Afterpay ordinary share.

Afterpay’s global merchant base will accelerate Square’s growth with larger sellers and expansion into new geographies, while helping to drive further acquisition of new Square sellers.

“Afterpay has built a trusted brand,” said Jack Dorsey, co-founder and chief executive of Square. “Together, we can better connect our Cash App and Seller ecosystems to deliver even more compelling products and services for merchants and consumers, putting the power back in their hands.”

An industry leader with a best-in-class product and strong cultural alignment with Square, Afterpay serves more than 16 million consumers and nearly 100,000 merchants globally, including major retailers across key verticals such as fashion, homewares, beauty, and sporting goods.

“By combining with Square, we will further accelerate our growth in the US and globally, offer access to a new category of in-person merchants, and provide a broader platform of new services to our merchants and consumers,” said Anthony Eisen, co-founder and co-chief executive of Afterpay. “We are fully aligned with Square’s purpose and, together, we hope to continue redefining financial wellness and responsible spending for our customers.”

Afterpay's co-founders and co-chief executives will join Square upon completion of the transaction and help lead Afterpay’s respective merchant and consumer businesses, as part of Square’s Seller and Cash App ecosystems.

“The transaction marks an important recognition of the Australian technology sector as homegrown innovation continues to be shared more broadly throughout the world,” added Nick Molnar, co-founder and co-chief executive of Afterpay. “It also provides our shareholders with the opportunity to be a part of future growth of an innovative company aligned with our vision.”

The transaction is expected to close in the first quarter of 2022, subject to the satisfaction of certain closing conditions.

Mr Dorsey concluded: “Square and Afterpay have a shared purpose: building our business to make the financial system more fair, accessible and inclusive.

News: Twitter's Dorsey leads $29 bln buyout of lending pioneer Afterpay

Safety first for Magna

BY Richard Summerfield

Car parts giant Magna International has agreed to acquire Swedish rival Veoneer Inc. in an all-cash deal worth $3.8bn.

Under the terms of the deal, Magna will acquire all the issued and outstanding shares of Veoneer for $31.25 per share in cash, representing an equity value of $3.8bn, and an enterprise value of $3.3bn, inclusive of Veoneer’s cash, net of debt and other debt-like items as of 31 March 2021. The price represents a 57 percent premium to Veoneer’s closing price on Thursday, the day the deal was announced.

The acquisition will help Magna achieve about $100m in annual cost savings by 2024, according to a joint statement released by the two companies. The deal, which has been approved by the boards of both companies, is expected to close by the end of this year.

For Magna, the acquisition of Veoneer will provide a boost to the company’s efforts to build driver assistance technology geared toward autonomous vehicles. Veoneer manufactures advanced driver assistance systems, such as collision warning and parking assist systems.

Global automotive suppliers are increasingly positioning themselves to benefit from the growth in advanced safety features in passenger cars. Semi-autonomous features like hands-free driving and crash-avoidance technology are becoming ever more prevalent.

Veoneer was spun off by auto-safety supplier Autoliv Inc. in 2018.

“Veoneer’s complementary technology offerings, customer base, and geographic footprint make it an excellent fit with our ADAS business, and the acquisition strengthens our global engineering and software development talent base,” said Swamy Kotagiri, chief executive of Magna. “We expect the combined entity to be an industry leader in active safety solutions, to enhance its position in complete ADAS systems, and to be well-positioned for the transition towards higher levels of autonomy. The acquisition is also consistent with our go-forward strategy to accelerate investment in high-growth areas.”

“This is a compelling transaction for all stakeholders,” said Jan Carlson, chairman, president and chief executive of Veoneer. “It will deliver significant and immediate value to Veoneer stockholders through an attractive premium to our trading price, and provide new opportunities for our employees to join one of the most capable suppliers in the mobility space. In addition, combining forces with Magna will allow the combined business to elevate its status as a full-systems ADAS supplier, which should benefit our customers, supplier partners and ultimately consumers.”

News: Magna's $3.8 billion Veoneer buy to drive car safety business

Zoom to acquire Five9 in $14.7bn all-stock deal

BY Richard Summerfield

Zoom Video Communications Inc is to buy cloud-based call centre operator Five9 Inc in an all-stock deal worth $14.7bn. The transaction is expected to close in the first half of 2022.

Under the terms of the deal, Five9 stockholders will receive 0.5533 shares of Class A common stock of Zoom for each share of Five9. Based on the closing share price of Zoom Class A common stock on 16 July 2021, this represents a per share price for Five9 common stock of $200.28 and an implied transaction value of approximately $14.7bn.

Zoom has risen to prominence over the last 18 months thanks to the role it has played in keeping businesses and schools operating during the pandemic. But as economies begin to open up thanks to the COVID-19 vaccine roll out, the company has been under pressure to diversify its product offering.

“The acquisition is expected to help enhance Zoom’s presence with enterprise customers and allow it to accelerate its long-term growth opportunity by adding the $24-billion contact center market,” Zoom said in a statement.

Five9 is a cloud-based call centre operator whose facilities are used by more than 2000 clients globally.

“We are continuously looking for ways to enhance our platform, and the addition of Five9 is a natural fit that will deliver even more happiness and value to our customers,” said Eric S. Yuan, chief executive and founder of Zoom. “Zoom is built on a core belief that robust and reliable communications technology enables interactions that build greater empathy and trust, and we believe that holds particularly true for customer engagement.

“Enterprises communicate with their customers primarily through the contact center, and we believe this acquisition creates a leading customer engagement platform that will help redefine how companies of all sizes connect with their customers,” he added. “We are thrilled to join forces with the Five9 team, and I look forward to welcoming them to the Zoom family.”

“Businesses spend significant resources annually on their contact centers, but still struggle to deliver a seamless experience for their customers,” said Rowan Trollope, chief executive of Five9. “It has always been Five9’s mission to make it easy for businesses to fix that problem and engage with their customers in a more meaningful and efficient way.

“Joining forces with Zoom will provide Five9’s business customers access to best-of-breed solutions, particularly Zoom Phone, that will enable them to realize more value and deliver real results for their business,” he continued. “This, combined with Zoom’s ‘ease-of use’ philosophy and broad communication portfolio, will truly enable customers to engage via their preferred channel of choice.”

News: Zoom to buy cloud-based call center operator Five9 in $15 bln deal