Fluor’s nuclear unit goes public via $1.9bn SPAC deal

BY Fraser Tennant

In a combination that will take it public, Fluor Corporation’s nuclear energy unit NuScale Power is to merge with special purpose acquisition company (SPAC) Spring Valley Acquisition Corp in a transaction valued at $1.9bn.

Upon completion, Fluor projects will own approximately 60 percent of the combined company, based on the private investment in public equity (PIPE) investment commitments received and the current equity and in-the-money equity equivalents of NuScale Power and Spring Valley.

Having invested more than $600m in NuScale Power since 2011 to help bring its technology to market, Fluor expects that the merger will bolster and accelerate the path to commercialisation and deployment of NuScale Power’s unique small modular nuclear reactor technology.

The combined company will become the first and only publicly-traded company focused on development of advanced small modular reactor (SMR) technology. Currently NuScale Power is the developer of the only SMR technology that has received standard design approval from the US Nuclear Regulatory Commission (NRC).

“The merger is further evidence that cost-shared government funding to build first-of-a kind commercial scale technology can attract private investment and yield results,” said Alan Boeckmann, executive chairman of Fluor. “Fluor will continue to serve as an important partner by providing NuScale Power and its clients with world-class expertise in engineering services, project management and supply chain support.”

Headquartered in Irving, Texas, Fluor has been providing engineering, procurement and construction services for more than 100 years. Its 44,000 employees provide professional and technical solutions that deliver safe, well-executed, capital-efficient projects to clients around the world.

The proposed transaction is anticipated to close in the first half of 2022 subject to customary closing conditions.

Mr Boeckmann concluded: “This is the next step in Fluor’s plan, first outlined 10 years ago, to work closely with NuScale Power, Congress and the Department of Energy to commercialise this unique carbon-free energy technology. ”

News: Fluor's nuclear energy unit NuScale to go public via $1.9 billion SPAC deal

Rentokil and Terminix to form pest control giant

BY Richard Summerfield

Rentokil Initial has agreed to acquire extermination group Terminix Global Holdings in a cash and shares deal worth $6.7bn.

The deal, which will significantly improve Rentokil’s presence in the US, will see Terminix shareholders issued 643.3 million new shares, worth about £3.86bn. Rentokil will pay around $1.3bn in cash. The deal implies a value of $55 per Terminix share - a 47 percent premium to its share price on Monday.

The companies expect the transaction to close in the second half of 2022, subject to regulatory and shareholder approval. Cost synergies of at least $150m by the third full year following the deal’s completion are expected.

“This is an exciting and transformational combination that will create the global leader in commercial, residential and termite pest control, and a leader in North America, the world’s largest pest control market,” said Andy Ransom, chief executive of Rentokil Initial. “It brings together c.56,000 colleagues, protecting people, enhancing lives in over 87 countries, and serving c.4.9m customers. These are two highly complementary businesses with a similar operational playbook focused on supporting great people to provide outstanding customer service across Pest Control and Hygiene & Wellbeing.

“The combination will deliver further investment and the sharing of best practices to enable our talented teams to better serve customers, protecting them from the growing threat of pests and meeting their future needs,” he continued. “We will open our first innovation centre in the US and provide our industry-leading innovations and digital technologies to a far larger customer base. This is a win-win-win for colleagues, customers and shareholders.”

“This is an exciting next step that significantly advances Terminix’s journey toward becoming a global leader in pest management,” said Brett Ponton, chief executive of Terminix. “As part of a larger and stronger organisation, we will offer superior service and an even more comprehensive range of solutions for our customers, while accelerating our investments in growth and technology. I look forward to the opportunity this combination provides for our colleagues and customers.

“The shared cultural focus on providing our people with the training, tools, and technology necessary to provide world-class customer service will provide new opportunities for our teammates to develop as part of the worldwide leader in pest control. Leveraging our strong combined residential and commercial capabilities and enhanced customer density will bring us closer to our customers and improve the quality of service we provide to our customers,” he added.

News: UK's Rentokil to buy U.S. rival Terminix in $6.7 bln pest control deal

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