DSV and Panalpina agree $4.6bn merger

BY Richard Summerfield

Following months of speculation – and activist activity – the future of Swiss logistics company Panalpina has finally been sealed, with Danish rival DSV agreeing to acquire the company in a deal worth $4.6bn.

The merger, once completed, will create one of the world’s largest companies in logistics and freight forwarding – only DHL Logistics, Kuehne & Nagel and DB Schenker will be bigger.

The deal will see DSV acquire Panalpina with an all-share offer of 2.375 DSV shares for each Panalpina share held. The offer gives an implied price of 195.8 Swiss francs for each Panalpina share, compared with DSV’s cash offer of 180 francs per share made on 15 February – a 43 percent premium, and an initial cash and shares offer then worth 170 francs which was made in January. The agreement has the backing of investors holding 69.9 percent of registered shares, including the Ernst Goehner Foundation which owns 46 percent of Panalpina and had rebuffed a previous offer.

“In the course of the past weeks, Panalpina’s board of directors and management has been exploring different strategic initiatives and held discussions with DSV about a potential combination,” said Peter Ulber, chairman of Panalpina. “The board of director’s assessment is that the updated proposal of DSV is very attractive. It is recognising the quality of Panalpina’s employees, the company’s strong position as one of the world’s leading providers of supply chain solutions, and its special competencies and know-how in air and ocean freight. The board of directors recommends Panalpina’s shareholders to accept the offer. Talks with Agility have been discontinued. We are now looking forward to join forces with DSV and contribute to creating one of the world’s largest transport and logistics companies. Our customers will be able to benefit from a stronger network and service offering as well as new competencies and skills.”

“A combination of DSV and Panalpina further strengthens our position as a leading global freight forwarding company,” said Kurt Larsen, chairman of DSV. “Together, we can present a strong global network and enhanced service offering to our clients, further solidifying our competitive edge in the industry. It’s a great match on all parameters. Panalpina is a great company and we’re very excited by this possibility to join forces and to welcome Panalpina’s talented staff.”

The DSV/Panalpina merger comes a few months after DSV abandoned its pursuit of Ceva Logistics AG, after its offer worth $1.7bn was rejected. DSV said at the time it would pursue other targets.

News: Denmark’s DSV to buy logistics company Panalpina in $4.6 billion deal

Uber takes Careem

BY Richard Summerfield

Ride-hailing giant Uber has agreed to acquire its biggest Middle Eastern rival Careem for $3.1bn.

Uber will finance the transaction using $1.4bn in cash and $1.7bn in convertible notes, bringing to an end a nine-month period of negotiation. The notes, according to Uber’s statement announcing the deal,  will be convertible into Uber shares at a price equal to $55 apiece, roughly a 13 percent increase over Uber’s share price in its last financing round, which was undertaken more than a year ago. The transaction is expected to close in the first quarter of 2020 once it has received regulatory approval across several jurisdictions.

“This is an important moment for Uber as we continue to expand the strength of our platform around the world,” said Uber chief executive Dara Khosrowshahi. “With a proven ability to develop innovative local solutions, Careem has played a key role in shaping the future of urban mobility across the Middle East, becoming one of the most successful startups in the region. Working closely with Careem’s founders, I’m confident we will deliver exceptional outcomes for riders, drivers, and cities, in this fast-moving part of the world.”

“Joining forces with Uber will help us accelerate Careem’s purpose of simplifying and improving the lives of people, and building an awesome organisation that inspires,” explained Mudassir Sheikha, Careem’s chief executive and co-founder. “The mobility and broader internet opportunity in the region is massive and untapped, and has the potential to leapfrog our region into the digital future. We could not have found a better partner than Uber under Dara’s leadership to realise this opportunity. This is a milestone moment for us and the region, and will serve as a catalyst for the region’s technology ecosystem by increasing the availability of resources for budding entrepreneurs from local and global investors.”

Careem will continue to operate independently under the leadership of Mr Sheikha. The Dubai-based company operates in over 120 cities stretching from Morocco to Pakistan. After raising an additional $200m in funding last year, Careem launched a delivery service in Dubai and Jeddah,Saudi Arabia in December. Uber, meanwhile, has struggled to keep up with its regional rival despite eclipsing it in terms of revenue.

News: Uber buys rival Careem in $3.1 billion deal to dominate ride-hailing in Middle East

Fidelity to pay $35bn for Worldpay

BY Richard Summerfield

US FinTech Fidelity National Information Services Inc (FIS) has agreed to acquire payment processor Worldpay for about $35bn.

The deal will see Worldpay shareholders receive 0.9287 FIS shares and $11.00 in cash for each share of Worldpay held - a premium of about 14 percent based on the last day of trading before the deal was announced. Upon closing of the transaction, FIS shareholders will own approximately 53 percent and Worldpay shareholders will own approximately 47 percent of the combined company.

The deal values Worldpay at around $43bn, inclusive of debt. FIS and Worldpay combined will have annual revenues of about $12bn and adjusted core earnings of around $5bn.

The merger is the biggest deal announced in the electronic payments industry to date. It comes as more consumers utilise digital payments, rather than cash. Worldpay, the companies noted in a press release, processes over 40 billion transactions annually, supporting more than 300 payment types across more than 120 currencies.

“Scale matters in our rapidly changing industry,” stated Gary Norcross, chairman, president and chief executive of FIS. “Upon closing later this year, our two powerhouse organisations will combine forces to offer a customer-driven combination of scale, global presence and the industry’s broadest range of global financial solutions. As a combined organization, we will bring the most modern solutions targeted at the highest growth markets. The long-term value we will create for clients and for shareholders will set the bar in our industry and will create a range of new career opportunities for our employees. I have never been more excited about the future of FIS.”

“At Worldpay, our focus has always been on delivering more value to our clients and partners and making decisions that achieve our growth and performance objectives. Combining with FIS helps us accelerate the achievement of that, now benefitting from new scale and capabilities that will truly differentiate the company globally,” said Charles Drucker, executive chairman and chief executive of Worldpay. “We are proud to become part of one of the financial services industry’s most respected and consistently performing companies, and I am excited about the new opportunities this brings both for the business and our colleagues worldwide.”

The deal is expected to generate an organic revenue growth outlook of 6 to 9 percent through 2021, and $700m of total core earnings savings over the next three years. Furthermore, the companies expect to generate $500m of revenue savings and aim to deliver nearly $4.5bn of free cash flow in three years.

News: U.S. firm FIS buys Worldpay for $35 billion in payments deal bonanza

Chemicals dealmaking to remain robust despite headwinds

M&A activity in the global chemicals industry is expected to decline slightly in 2019 in the face of ongoing uncertainty, according to Deloitte’s 2019 Global Chemical Industry Mergers and Acquisitions Outlook.

The report suggests that rising interest rates, trade tensions and slowing economic growth will impact M&A activity in the sector, though the market will remain robust.

Global M&A volume in the chemicals space reached 600 deals in 2018, a decline of 5 percent compared to 2017, but total M&A value was still higher than in each of the years from 2010 to 2013. The value of M&A in the global chemicals industry rebounded to $72.4bn in 2018, up from $46.4bn in 2017.

The first quarter of 2018 was slow, although deal volume increased in each successive quarter in 2018, and deal values were also strong, with billion dollar-deals increasing in both quantity and value throughout the year.

Deloitte expects 2019 to be a challenging year, with growth in industrial production down and protectionism on the rise in many developed economies. However, the emergence of digitalisation is expected to transform the global chemicals industry and create additional M&A activity in the future.

“In 2019, we expect a modest decline in chemical industry M&A activity, but as demonstrated in the past, activity should still be strong despite global uncertainty,” says Dan Schweller, Deloitte Global M&A leader for the chemicals and specialty materials sector. “Underlying conditions for a strong M&A market remain intact – ample cash on-hand for buyers, availability of relatively cheap credit, and the desire to increase ROI for investors.

“Protectionism and trade concerns are weighing heavily on companies and global regulators continue to heavily scrutinize deals,” he continued. “As a result, we may see hesitancy towards cross-border M&A deals. However, the equity market declined in the fourth quarter, which may make high deal valuations – a limiting factor for M&A in 2018 – more palatable to investors moving forward.”

Report: 2019 Global chemical industry mergers and acquisitions outlook

Roche secures Spark for $4.3bn

BY Richard Summerfield

Swiss healthcare company Roche has agreed to acquire US-based gene therapy specialist Spark Therapeutics for $4.3bn.

The deal will see Roche pay $114.50 per share in an all-cash transaction, a premium of approximately 122 percent to Spark Therapeutics’ closing price on 22 February 2019 and a premium of approximately 19 percent to the company’s 52 week high share price on 9 July 2018. The deal is expected to close in the second quarter of 2019.

“Spark Therapeutics’ proven expertise in the entire gene therapy value chain may offer important new opportunities for the treatment of serious diseases,” said Severin Schwan, chief executive of Roche. “In particular, Spark Therapeutics’ haemophilia A programme could become a new therapeutic option for people living with this disease. We are also excited to continue the investments in Spark Therapeutics’ broad product portfolio and commitment to Philadelphia as a center of excellence.”

“As the only biotechnology company that has successfully commercialised a gene therapy for a genetic disease in the US, we have built unmatched competencies in the discovery, development and delivery of genetic medicines. But the needs of patients and families living with genetic diseases are immediate and their needs vast,” said Jeffrey D. Marrazzo, chief executive of Spark Therapeutics. “With its worldwide reach and extensive resources, Roche will help us accelerate the development of more gene therapies for more patients for more diseases and further expedite our vision of a world where no life is limited by genetic disease.”

For Roche, the addition of Spark will be critical as it loses the patent of its $21bn a year trio of cancer medicines Rituxan, Herceptin and Avastin. Going forward, biosimilars of these treatments will provide stiff competition for the company in both Europe and North America. The deal is also part of Roche’s pivot away from cancer treatments, an area in which the company has been the world’s largest player.

Loss-making Spark, the only biotech that has successfully commercialised a gene therapy for a genetic disease in the US, had $51.6m in revenue in the first nine months of 2018 from Luxturna and also had income from a deal with Pfizer, which it is partnering with on another gene therapy for haemophilia B.

News: Roche 'steps up' for gene therapy with $4.3 billion Spark bet