Spirit Airlines and Frontier agree $2.9bn merger

BY Richard Summerfield

Spirit Airlines and Frontier Group Holdings have agreed a $2.9bn cash-and-stock merger deal, the companies have announced.

The deal has a transaction value of $6.6bn including for the assumption of net debt and operating lease liabilities, the companies said in a statement. Upon completion, Frontier will own a 51.5 percent stake in the combined entity, while the remaining 48.5 percent will be held by Spirit’s shareholders. Spirit investors will receive 1.9126 shares of Frontier plus $2.13 in cash for each share they own, giving Spirit shareholders an implied value of $25.83 per share - a 19 percent premium over the value of Spirit shares at the end of last week, the companies said.

The merger is expected to close in the second half of 2022, subject to satisfaction of customary closing conditions, including completion of the regulatory review process and approval by Spirit stockholders.

“We worked jointly with the Board of Directors and senior management team across both carriers to arrive at a combination of two complementary businesses that together will create America’s most competitive ultra-low fare airline for the benefit of consumers,” said William A. Franke, the chair of Frontier’s board of directors and the managing partner of Indigo Partners, Frontier’s majority shareholder.

“We are thrilled to join forces with Frontier to further democratize air travel,” said Ted Christie, president and chief executive of Spirit. “This transaction is centered around creating an aggressive ultra-low fare competitor to serve our Guests even better, expand career opportunities for our Team Members and increase competitive pressure, resulting in more consumer-friendly fares for the flying public. We look forward to uniting our talented teams to shake up the airline industry while also continuing our commitment to excellent Guest service.”

“This combination is all about growth, opportunities and creating value for everyone – from our Guests to our Team Members to the flying public at large,” said Mac Gardner, chairman of the board of Spirit. “We’re a perfect fit – our businesses share similar values, including our longstanding commitment to affordable travel. At the same time, we have complementary footprints and fleets, including one of the youngest and greenest fleets worldwide. Together, we will be even more competitive for our Guests and our Team Members, and we are confident we can deliver on the benefits of this combination to consumers.”

News: Spirit Airlines, Frontier to merge in $2.9 bln deal

SIG Combibloc to acquire Scholle IPN

BY Richard Summerfield

Swiss packaging company SIG Combibloc has agreed to acquire Scholle IPN, one of the leading innovators of sustainable packaging systems and solutions for liquids, in a deal worth €1.36bn.

The transaction, which has an equity value of €1.05bn, will be funded through 33.75 million SIG shares issued from existing authorised capital and €370m in cash. The existing debt of Scholle IPN will be refinanced once the deal completes. The transaction is expected to close before the end of the third quarter of 2022, subject to customary closing conditions.

 “The acquisition of Scholle IPN cements SIG’s position as a global leader in innovative and sustainable packaging for food and beverages,” said Samuel Sigrist, chief executive of SIG. “It is consistent with our strategy of geographic and category expansion accompanied by share gains in key markets. By delivering clear benefits for customers, consumers, and the environment, we will drive value for shareholders.”

“This combination is compelling for our customers, who will benefit from our capabilities and expertise in the liquid packaging industry,” said Laurens Last, chairman and owner of Scholle IPN. “I am excited about the future of the combined business, and I look forward to our joint innovation, with SIG further developing packaging substrates and solutions that are at the forefront of sustain­ability.”

Ross Bushnell, president and chief executive of Scholle IPN, will continue to lead the legacy Scholle IPN business and will join SIG’s group executive board upon close of the transaction.

“SIG and Scholle IPN are highly complementary businesses in terms of market approach and the importance of sustainability of our products,” said Mr Bushnell. “I believe that the combination of entrepreneurial spirit, nimble market response, and shared R&D capabilities will enable us to accelerate innovations for our customers and cement our collective market leadership in sustainable packaging solutions – particularly across aseptic and mono-material offerings which are key to packaging for the circular economy.”

Once combined, the new company will employ nearly 8000 people in 69 sales and manufacturing sites across the globe. The team will service customers across six continents. Their shared technology and R&D capabilities in renewable paper substrates, film extrusion, injection moulding, and filling equipment are backed by an industry 4.0 manufacturing mindset and a drive to become the world’s leading sustainable packaging partner.

News: SIG Combibloc acquires bag-in-box maker Scholle IPN in $1.53 bln deal

ETAO set to go public in $2.5bn SPAC deal

BY Fraser Tennant

In a combination that takes the digital healthcare group public, ETAO International is to merge with special purpose acquisition company (SPAC) Mountain Crest Acquisition Corp. III in a transaction valued at $2.5bn.

Under the terms of the definitive agreement, a $250m private investment in public equity (PIPE) will be included at $10 per share from investor China SME Investment Group, which is scheduled to close simultaneously with the SPAC transaction.

In addition, ETAO has also received commitments through a separate private placement of $51m, which is expected to close prior to 15 February 2022.

“A business combination is an important step for ETAO in realising our goal of becoming a leading provider of modern, patient-centric healthcare services,” added Dr Lee Winter, president of ETAO. “Mountain Crest’s understanding of our market and of our global strategy makes them an ideal partner to accompany us during our rapid growth.”

A multinational company founded in 2017, with businesses in China, Canada and Australia, ETAO is a leader in the telehealth industry, maintaining a network of private specialised hospitals, telemedicine platforms and artificial intelligence healthcare technologies on a global scale.

“ETAO aims to become the world’s leading digital healthcare group – providing transformative medical care and quality service,” said Wilson Liu, chairman and chief executive of ETAO. “The partnership with Mountain Crest will enable us to expand more rapidly and bring many more talented clinicians and more advanced telemedicine technologies to bear on our commitment to better healthcare delivery to the Chinese population.”

The transaction, which is expected to complete in the summer of 2022, has been unanimously approved by the boards of directors of ETAO and Mountain Crest III, and is subject to approval by ETAO’s stockholders, Mountain Crest III’s stockholders and other customary closing conditions.

“I am thrilled to take the third SPAC of our Mountain Crest franchise to the next phase of the deal process,” concluded Dr Suying Liu, chairman, chief executive and chief financial officer of Mountain Crest III. “ETAO is a compelling investment opportunity and the secular tailwinds in the telehealth sector further add to its significant growth potential.”

News: Digital healthcare group ETAO to go public via $2.5 bln SPAC deal

Temasek acquires Element in $7bn deal

BY Fraser Tennant

In one of its largest-ever deals, Singapore state-backed investor Temasek has agreed to buy the global leader in testing, inspection and certification (TIC) services Element Materials Technology Group from private equity firm Bridgepoint for an estimated $7bn. 

Element generates annual revenues of around $1bn and has grown at over 20 percent a year over the last 10 years. Temasek has been a minority shareholder in Element since 2019.

Tracing its origins back 190 years, London-based Element now operates a global network of more than 200 laboratories across 30 countries, servicing thousands of customers in life sciences, connected technologies, aerospace, transportation, energy transition, built environment and beyond.

Moreover, the company works with customers across a wide spectrum – from testing the next generation of aircraft and autonomous vehicles, to vaccine component testing in its US pharmaceutical laboratories, and from the certification of smartphones and wearable technologies, to providing cellular carrier approvals and testing connected robots.

“Element has a highly talented management team and exceptional people across our offices and laboratories around the world,” said Allan Leighton, non-executive chair of Element. “This transaction is a testament to their skills and commitment and creates the launchpad for the next exciting horizon of growth for the company.”

Operating in technically demanding and highly regulated sectors, Element is well-positioned to further accelerate its growth as it builds stronger positions in end-markets, such as life sciences and connected technologies.

“We are pleased to continue our relationship with Element as it works with its customers and explores greater opportunities to be part of their decarbonisation and sustainability journeys,” said Uwe Krueger, head of the portfolio management group at Temasek. “As a leading TIC business, Element is at the forefront of enabling innovative solutions across various industries.”

The transaction is subject to customary regulatory approvals.

“The acquisition of Element by Temasek is a landmark transaction in the TIC sector, and a critical step in the development of the Group,” concluded Jo Wetz, chief executive of Element. “We are delighted to expand our relationship with Temasek – their intimate understanding of the Group and their track record of enabling businesses with sustainability at their core will help to accelerate the growth of our business in the years ahead.”

News: Temasek buys Bridgepoint's Element Materials in $7 bln deal

KKR-led consortium agrees €1.56bn Accell acquisition

BY Richard Summerfield

A consortium led by private equity giant KKR has agreed to acquire Accell Group in a deal worth €1.56bn.

Under the terms of the deal, the consortium will pay €58 per share for all shares in Accell Group, representing a total consideration of approximately €1.56bn. The offer price represents a premium of 26 percent over the closing price on 21 January 2022, a premium of 42 percent over the last three months volume-weighted average price per share, and a premium of 21 percent to Accell Group’s all-time high closing price of €48 per share.

The group’s two largest shareholders, Teslin and Hoogh Blarick, which hold 10.8 percent and 7.5 percent of shares respectively, said they would support the transaction. The deal is expected to close in late Q2 or early Q3 2022.

Accell Group’s existing board, comprised of chief executive Ton Anbeek, chief financial officer Ruben Baldew and, as of 1 February 2022, chief supply chain officer Francesca Gamboni, will continue to lead the group.

“Today’s announcement marks an important step for Accell Group,” said Mr Anbeek in a statement. “With the Consortium as our new shareholder we will have a financially strong and knowledgeable partner to accelerate the roll-out of our existing strategic roadmap, enhance our global footprint, explore suitable acquisitions and further leverage our scale. As such, the Transaction will enable us to take a leap forward as a group which also brings along enhanced career opportunities for our employees.”

He added: “We continuously strive to be a leader in the bicycle industry by combining smart design and innovative technology with the best value and customer experience. With KKR coming on board as majority shareholder, and with the continued support of Teslin, we would be able to accelerate the execution of our strategic agenda, launch new innovations for green mobility and support to the benefit of people and communities.”

“With Accell Group, the Consortium is committed to further developing the Netherlands as the global capital of cycling by building on the company’s leading position in the European e-bike market and continuing to grow its strong heritage brands,” said Daan Knottenbelt, partner and head of Benelux at KKR. “This investment in Accell Group would build on KKR's significant experience of investing in the Netherlands. KKR has the capabilities to support high quality Dutch businesses to accelerate their domestic and global growth ambitions, and to overcome challenges such as those Accell Group faces in the competitive global bike market.”

News: KKR buys Sparta, Raleigh bike maker Accell for $1.77 bln