Rivals unite: CSC acquires Intertrust in $2bn deal

BY Fraser Tennant

In a combination that creates a global leader in corporate, fund, capital market and private wealth services, Corporation Service Company (CSC) is to acquire its Dutch rival Intertrust in a transaction valued at $2bn.  

Under the terms of the agreement, Intertrust and CSC have agreed on a recommended all-cash offer of €20 per share. CSC will fund the acquisition of the shares, the refinancing of Intertrust's existing debt, the settlement of fair value of Intertrust's derivatives, and the payment of fees and expenses via available cash resources and debt financing.

Underpinned by strong reputations and similar cultural values and focus, CSC and Intertrust customers will benefit from a strengthened and enhanced geographical and broadened service offering, built on the highly complementary strengths of CSC’s leadership in the US and Intertrust’s leadership in Europe.

Moreover, CSC shares Intertrust's vision and regards its emphasis on environmental, social and governance (ESG) principles with particular focus on human capital. Employees will benefit from CSC’s strong corporate culture and values, and a significantly larger and more global company offering enhanced career development opportunities.

“We have been following Intertrust’s growth and transformation for many years,” said Rodman Ward III, chief executive of CSC. “At the same time, we have been building and growing our trust and corporate services offering in the US, scaling our fund administration and international expansion solutions globally, and providing a service model to navigate an increasingly complex international regulatory environment.”

Founded in 1899, CSC is the world’s leading provider of business, legal, tax and digital brand services to companies around the globe. The firm is the trusted partner for 90 percent of the Fortune 500, nearly 10,000 law firms and more than 3000 financial organisations.

“In CSC we have found a long-term partner that is highly complementary to us, given its strong position in the US and complementary service offerings,” said Shankar Iyer, chief executive of Intertrust. “The combination will enable us to strengthen our position as a leading tech-enabled corporate and fund services provider and accelerate our transformation by expediting digitalisation initiatives.”

The transaction is subject to regulatory and competition clearances and is expected to close in the second half of 2022.

Mr Ward concluded: “Intertrust presents a unique opportunity unmatched in the market due to our business model, our people, our industry-leading and award-winning customer service, stability, continuity and our passion for the complex.”

News: Intertrust agrees to $2 bln takeover bid from corporate services firm CSC

Bitcoin miner Griid goes public in $3.3bn SPAC deal

BY Fraser Tennant

In a combination that will take the bitcoin miner public, Griid Infrastructure LLC is to merge with special purpose acquisition company (SPAC) Adit EdTech Acquisition Corp in a transaction valued at $3.3bn.

Under the terms of the definitive agreement, current Griid equity holders will own approximately 90 percent, Adit EdTech public stockholders will own approximately 8 percent and Adit EdTech’s sponsor will own approximately 2 percent of the outstanding shares of voting stock of the combined company at closing, respectively.

Upon completion of the transaction. the combined company is expected to operate under the name ‘GRIID Infrastructure Inc.’ and be led by Griid’s existing management team.

“We are building an American infrastructure company with the largest pipeline of committed, carbon-free power among public bitcoin miners at the lowest cost of scaled production,” said Trey Kelly, chief executive of GRIID. “Our team has demonstrated a track record of successful execution over the past three years since starting the company, and we look forward to delivering expansion of capacity through this transaction.”

Based in Cincinnati, Ohio, Griid is a profitable, vertically integrated bitcoin self-mining company that owns and operates a growing portfolio of energy infrastructure and bitcoin mining facilities across the US. Griid supports the growth of carbon-free energy generation by procuring low-cost energy to build, manage and operate its portfolio of vertically integrated bitcoin mining facilities.

“Carbon-free mining is the future of bitcoin,” said David Shrier, chief executive of Adit EdTech. “GRIID’s combination of a large pipeline of low-cost, carbon-free power, distinctive access to next generation application-specific integrated circuits (ASICs) and market-leading execution position them to generate attractive profitability and growth.”

Unanimously approved by the board of directors of Adit EdTech and the board of managers of Griid, the transaction is expected to close in the first quarter of 2022, subject to customary closing conditions, including the receipt of regulatory approvals and approval of Adit EdTech’s stockholders.

Eric Munson, managing partner at Adit EdTech concluded: “GRIID’s focus on utilising next generation computing power for more efficient clean power utilisation and grid management demonstrates the broader economic potential of green infrastructure.”

News: Bitcoin miner Griid Infrastructure to go public via $3.3 bln SPAC deal

Ericsson’s $6.2bn Vonage deal

BY Richard Summerfield

Ericsson has agreed to acquire cloud-based services group Vonage in an all-cash, $6.2bn deal, which is expected to close in the first half of 2022, subject to Vonage shareholder approval, regulatory approvals and other conditions.

Under the terms of the deal, Ericsson will pay $21 for each outstanding Vonage share, a 28 percent premium to Friday’s closing price and a 34 percent premium to the average of the last three months.

The deal, Ericsson’s biggest ever, marks the company’s latest attempt to diversify away from its core mobile infrastructure business following a failed attempt to move into media in the 2010s.

Vonage, which had sales of $1.4bn in the year to the end of September, tried to sell its legacy consumer business but abandoned the sale in February. The company had a market value of about $3.6bn in September before activist investor Jana Partners started agitating for it to sell itself or break up. Vonage operates across sectors such as healthcare, finance, education and transportation.

“The core of our strategy is to build leading mobile networks through technology leadership,” said Börje Ekholm, president and chief executive of Ericsson. “This provides the foundation to build an enterprise business. The acquisition of Vonage is the next step in delivering on that strategic priority. Vonage gives us a platform to help our customers monetize the investments in the network, benefitting developers and businesses. Imagine putting the power and capabilities of 5G, the biggest global innovation platform, at the fingertips of developers. Then back it with Vonage’s advanced capabilities, in a world of 8 billion connected devices. Today we are making that possible.”

“Ericsson and Vonage have a shared ambition to accelerate our long-term growth strategy,” said Rory Read, chief executive of Vonage. “The convergence of the internet, mobility, the cloud and powerful 5G networks are forming the digital transformation and intelligent communications wave, which is driving a secular change in the way businesses operate. The combination of our two companies offers exciting opportunities for customers, partners, developers and team members to capture this next wave. We believe joining Ericsson is in the best interests of our shareholders and is a testament to Vonage’s leadership position in business cloud communications, our innovative product portfolio, and outstanding team.”

Ericsson said the deal would be financed through its existing cash pool. The company also noted that it expected revenue synergies of about $400m and some cost efficiencies from the transaction, which should be accretive to adjusted earnings per share and free cash flow by 2024.

News: Sweden's Ericsson snaps up cloud firm Vonage in $6.2 bln deal

Heineken agrees Distell deal

BY Richard Summerfield

Dutch brewer Heineken has agreed a deal to acquire South Africa’s Distell Group Holdings and Namibia Breweries Ltd (NBL) to form a southern Africa drinks group worth $4.6bn.

Heineken will pay around 40.1bn rand or $2.62bn for Distell. Finalisation of the deal, expected in 2022, is subject to regulatory and shareholder approvals. Upon completion, Heineken will contribute the acquired Distell assets plus its 75 percent directly-owned shareholding in Heineken South Africa and other fully-owned export operations in Africa, into an unlisted public holding company. Heineken will own a minimum of 65 percent of the new company, with the remainder held by Distell shareholders who elect to reinvest.

“We are very excited to bring together three strong businesses to create a regional beverage champion, perfectly positioned to capture significant growth opportunities in Southern Africa,” said Dolf van den Brink, chairman of the executive board and chief executive of Heineken. “Distell is a highly regarded, resilient business with leading brands, a talented workforce and a strong track record of innovation and growth in Africa. With NBL, there are exciting opportunities to expand premium beer and cider in Namibia and grow the iconic Windhoek brand beyond its home market.

“Together we will be able to better serve our consumers and customers through a unique combination of multi-category leading brands and a strengthened route-to-market,” he continued. “The businesses share common values derived from their family heritage, long-term perspectives, entrepreneurial spirit, and care for people and planet.”

“Together, this partnership has the potential to leverage the strength of Heineken’s global footprint with our leading brands to create a formidable, diverse beverage company for Africa,” said Richard Rushton, chief executive of Distell. “I am excited for what lies ahead as we look to combine our strong and popular brands and highly complementary geographical footprints to create a world class African company in the alcohol beverage sector. Our combined entity will grow our local expertise and insights to better serve consumers across the region.”

“What we have achieved with NBL is truly amazing, but the time has come to unleash its full potential, by giving NBL access to the world,” said Sven Thieme, chief executive of NBL. “Having worked with Heineken for many years and knowing that they too are passionate about beer and share similar family values and culture to that of O&L, we are confident that Heineken is best placed to do just that.”

The deal is the first since Mr van den Brink took charge at Heineken in June 2020. The company has announced plans to restore profit margins, partly through terminating 8000 jobs.

News: Heineken to buy S.Africa's Distell and Namibian Breweries

Newcrest to acquire Pretium Resources in $2.8bn deal

BY Richard Summerfield

Newcrest Mining Ltd has agreed to acquire all of the issued and outstanding common shares of Pretium Resources Inc. that it does not already own, in a deal worth $2.8bn.

Under the terms of the deal, Newcrest has offered Pretium’s shareholders the right to receive C$18.50 in cash or 0.8084 of a Newcrest share for each Pretium share held. The cash offer represents a 22.5 percent premium to Pretium’s last close on Monday.

The deal is subject to the approval of Pretium shareholders, as well as approval under the Investment Canada Act and other standard requirements. The companies said they expect the deal to close in the first quarter of 2022.

The agreement between the companies includes a C$125m break fee that Pretium would be required to pay Newcrest if it breaks away in favour of another deal.

Pretium is the owner of the Brucejack operation in the highly prospective Golden Triangle region of British Columbia, Canada. Brucejack began commercial production in July 2017 and is one of the highest-grade operating gold mines in the world. The Pretium Technical Report of 9 March 2020 estimated gold production of 311,000oz/y at an AISC of US$743/oz of gold over a projected 13-year mine life.

“We are delighted to be expanding our presence in this highly prospective region in British Columbia,” said Sandeep Biswas, managing director and chief executive of Newcrest. “Brucejack is a Tier 1 mine in a Tier 1 jurisdiction and will deliver immediate production, free cash flow and earnings diversification to Newcrest and will fit seamlessly into our long life, low cost portfolio.

“Following this transaction Newcrest will have exposure to six Tier 1 orebodies and a portfolio of organic growth options of unrivalled quality,” he continued. “The transaction will also drive a material increase in mineral resources, ore reserves and annual gold production.”

“The acquisition of Pretium by Newcrest is an outstanding opportunity for Pretium and its shareholders, employees, First Nations partners and the local communities in northwest British Columbia,” said Jacques Perron, president and chief executive of Pretium. “The transaction delivers an immediate and compelling premium for Pretium shareholders that reflects the excellent work of our employees and contractors in developing and operating the Brucejack gold mine, while also offering an opportunity to benefit from potential upside as Newcrest shareholders.”

News: Australia's Newcrest to buy Canadian gold miner Pretium in $2.8 billion deal