Columbia and Umpqua unite in $8.2bn transaction

BY Fraser Tennant

In a deal that creates the leading regional bank on the US West Coast, Columbia Banking System, Inc. and Umpqua Holdings Corporation are to merge in an all-stock combination valued at $8.2bn.

Under the terms of the definitive agreement, Umpqua shareholders will receive 0.5958 of a share of Columbia stock for each Umpqua share they own. Umpqua shareholders will own approximately 62 percent and Columbia shareholders will own approximately 38 percent of the combined company.

Upon completion, the combined company will be the West Coast's leading regional bank with $43bn in deposits, including $16bn of deposits in Oregon, $15bn in Washington, $10bn in California and $2bn collectively in Idaho and Nevada.

In addition, the deal strengthens the combined company's competitive position in high-growth, attractive markets, including leading market share in the Seattle, Portland and Sacramento metro areas.

"This combination brings together two well-respected organisations and talented teams, accelerating our shared strategic objectives to create the leading regional bank headquartered in the West,” said Cort O'Haver, president and chief executive of Umpqua. “Together, with increased scale, we will have the ability to provide expanded opportunities for associates and serve customers through an even more comprehensive suite of solutions.”

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

"This is a historic partnership that will enhance what both banks are able to do for clients, team members and communities, while driving significant value for our shareholders,” said Clint Stein, president and chief executive of Columbia Banking System. “We believe blending the complementary expertise, services and innovative technology of both banks will position the combined organization as the preferred bank for business and families across the West.”

The combined company will be led by an executive team composed of leaders from both Columbia and Umpqua.

The transaction is expected to close in mid-2022, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals and approvals from each company's shareholders.

Mr O’Haver concluded: “I look forward to partnering with the Columbia team to expand our market share as a combined organisation.”

News: Columbia Banking, Umpqua Bank to Merge in $5 Billion Deal

Eneos Holdings agrees $1.8bn Japan Renewable Energy deal

BY Richard Summerfield

Eneos Holdings Inc has agreed to acquire Japan Renewable Energy (JRE) from Goldman Sachs and Singaporean sovereign wealth fund GIC in a deal worth around $1.8bn. The deal is expected to complete in late January 2022.

Founded in 2012, JRE develops and builds renewable energy assets and has 419 MW of solar, onshore wind and biomass capacity in operation, with a further 410 MW currently under construction.

The deal would mark the first major purchase of a renewables company by a top Japanese oil company, as Eneos looks to shift away from fossil fuels. Eneos aims to become a leading renewable-energy company in Japan, with hopes to achieve net-zero carbon emissions by 2040.

Currently, Eneos controls half the market for gasoline and other fuels in Japan, but has seen its customer base shrink in recent years due to a declining population and shifting consumer opinion. JRE has also been actively engaged in developing offshore wind, including monitoring wind conditions and developing construction plans, which it intended to expand further to become a major source of renewable energy in the future.

“We are proud to have led the creation of JRE and built the company into one of the leading renewable energy producers in Japan,” said Philippe Camu, global co-head of the infrastructure business within Goldman Sachs Asset Management. “We thank JRE’s management team and employees for their amazing performance and achievements and wish them continued success.”

“JRE is now a leading renewable energy company in the country and GIC is pleased to have played a part in that growth,” said Ang Eng Seng, CIO of infrastructure at GIC. “We believe the company will continue to grow under the new ownership.”

“As the world moves toward a decarbonized and circular society, this acquisition will mark a key turning point to fundamentally transform our business structure,” said Keitaro Inoue, senior vice president at Eneos. He added that the price tag is “appropriate” given JRE’s asset size and ability to develop a wide range of renewables including solar, wind and biomass, and noted that the deal buys Eneos time to boost its renewable assets portfolio.

Eneos’ total renewable power-generation capacity in operation and under construction, both domestically and overseas, is expected to be approximately 1.2 million kW following completion of the deal.

News: Refiner Eneos to buy Japan Renewable Energy for $1.8 billion

Qualcomm and SSW Partners agree $4.5bn Veoneer deal

BY Richard Summerfield

Chip manufacturer Qualcomm and newly formed private equity firm SSW Partners have agreed to acquire Swedish automotive technology group Veoneer for $37 a share in a deal worth $4.5bn.

The deal for Veoneer ends the ongoing battle for the company which had been a target for both Qualcomm and Magna International Inc, a Canadian mobility technology company. In July, Magna made an offer worth around $3.8bn for Veoneer which was accepted by Veoneer’s board. As a result of the agreed Qualcomm/SWW deal, Veoneer has terminated its prior acquisition agreement with Magna, which means Veoneer will pay a termination fee of $110m to Magna.

The boards of Veoneer and Qualcomm have both approved the transaction and expect it to close next year. Under the terms of the deal, at closing, SSW Partners will acquire all of the outstanding capital stock of Veoneer, shortly after which it will sell Veoneer’s autonomous-driving software operation, known as Arriver, to Qualcomm and retain Veoneer’s Tier 1 supplier businesses. SSW will also seek owners for the rest of Veoneer’s businesses. The Arriver business emerged from a collaboration between Qualcomm and Veoneer first announced in August 2020. The transaction is the first deal for SSW Partners.

“Qualcomm is the natural owner of Arriver,” said Cristiano Amon, president and chief executive of Qualcomm. “By integrating these assets, Qualcomm accelerates its ability to deliver a leading and horizontal ADAS solution as part of its digital chassis platform. We believe that this transaction and structure benefits both Qualcomm’s and Veoneer’s shareholders, positions all of Veoneer’s businesses for success and provides a compelling opportunity to customers and employees.”

“This transaction creates superior value for our shareholders,” said Jan Carlson, chairman, president and chief executive of Veoneer. “It also provides attractive opportunities to our Arriver team at Qualcomm and allows our other businesses to find long-term industrial partners where they can continue to develop.”

“We are excited to partner with Qualcomm to acquire Veoneer,” said Antonio Weiss and Josh Steiner of SSW Partners. “While Qualcomm focuses on the Arriver business, we will focus on finding strong, long-term strategic homes for the rest of Veoneer’s businesses – we are committed to ensuring that Veoneer’s employees prosper, the businesses continue to innovate and grow and customers continue to have uninterrupted access to the outstanding service and quality for which Veoneer is known. We have high regard for Veoneer’s management team and look forward to partnering with them to ensure a successful outcome for all stakeholders.”

News: Qualcomm, SSW Partners to buy Veoneer in $4.5 billion deal

Sun Life US to acquire DentaQuest in $2.48bn deal

BY Fraser Tennant

In a deal which bolsters its business south of the border, Canadian financial services firm Sun Life Financial Inc., via the US arm of its operations, is to acquire oral healthcare company DentaQuest for $2.48bn.

Under the terms of the definitive agreement, the transaction will be financed using a combination of cash and debt and is expected to close in the first half of 2022, subject to receipt of regulatory approvals and satisfaction of customary closing conditions.

Headquartered in Boston and founded in 2001, DentaQuest is the largest provider of Medicaid dental benefits in the US, with growing Medicare Advantage, commercial and US Affordable Care Act (ACA) exchange businesses. Currently DentaQuest has more than 33 million members in 36 states and approximately 2400 employees.

Furthermore, its acquisition by Sun Life will position DentaQuest as a leader in providing government dental benefits, alongside another leading business at Sun Life US, its medical stop-loss business.

“We are excited about the acquisition of DentaQuest and expanding our leadership into the US dental benefits space,” said Kevin Strain, president and chief executive of Sun Life. “DentaQuest is a values-driven industry leader dedicated to improving oral health, with a focus on underserved populations and access to dental care. The addition of DentaQuest is consistent with our strategy to focus on health and group benefits in the US.”

Upon close of the transaction, DentaQuest will become part of the Sun Life US business. Sun Life US currently offers dental benefits through employers for their employee benefits plans and has an extensive national commercial dental network.

“DentaQuest’s combination with Sun Life marks an important next step in our long-term transformation,” said Steve Pollock, president and chief executive of DentaQuest. “A variety of longstanding barriers have created significant unmet oral health needs, which are disproportionately felt by historically marginalised groups. With support from Sun Life, we will be even better positioned to fulfil this critical need.”

Mr Strain concluded: “The addition of DentaQuest supports both our Purpose to help clients achieve lifetime financial security and live healthier lives and our sustainability focus on improving health and wellness outcomes for all.”

News: Sun Life to buy oral healthcare firm DentaQuest for $2.5 billion

Endeavour acquires SG’s sports betting business for $1.2bn

BY Fraser Tennant

In a $1.2bn deal it says will strengthen its position in the sports betting industry, global entertainment, sports and content company Endeavor Group Holdings, Inc. is to acquire OpenBet, the sports betting unit of gaming entertainment company Scientific Games Corporation.

Under the terms of the definitive agreement, Scientific Games will receive $1bn in cash and $200m in Endeavor Class A common stock, subject to customary purchase price adjustments.

“This transaction represents the culmination of a thorough process to divest OpenBet in order to maximise value for our shareholders and rapidly advance our vision to become the leading cross-platform global game company,” said Barry Cottle, president and chief executive of Scientific Games. “The transaction is a significant milestone towards optimizing our portfolio and de-levering the balance sheet to enhance our financial flexibility.”

One of the world’s leading global online sports betting technology companies, OpenBet is the number one business-to-business sports betting partner in the US, UK, Australia and Canada, with a leading position in Europe and Asia Pacific. The company has over 75 global customers, including 24 sports books across 12 states and a 100 percent uptime record across major sporting events.

“OpenBet has built an incredible sports betting suite anchored in its best-in-class betting engine and now including expanded content, services and products for sports books and fans,” said Ariel Emanuel, chief executive of Endeavor. “This capability set is the ideal complement to our IMG ARENA sports betting business, which works directly with sports rights holders. We look forward to growing these businesses together to capitalise on the strong secular tailwinds in the sports betting ecosystem.”

The transaction is expected to close in the second quarter of 2022, subject to applicable regulatory approvals and customary closing conditions.

“This transaction will position us to invest both organically and inorganically in key growth areas, particularly in content and digital markets,” concluded Mr Cottle. “We are delivering on our promises and executing on our strategy to transform our company and unlock significant value for employees, customers and shareholders.”

News: Endeavor to buy sports betting unit from Scientific Games for $1.2 bln