US regional bankers in $1.1bn merger

BY Fraser Tennant

In another sign of increasing consolidation within the US banking industry, regional lenders Berkshire Hills Bancorp and Brookline Bancorp are to merge in an all-stock transaction valued at approximately $1.1bn.

Under the terms of the definitive agreement, Berkshire shareholders will own approximately 51 percent of the combined company, Brookline shareholders will own approximately 45 percent, and investors in new shares will own approximately 4 percent of the outstanding shares.

The merger will see the creation of a $24bn franchise that uniquely positions the combined company to benefit from significant economies of scale and capitalise on meaningful growth opportunities through business diversification and improved competitive positioning.

The combined bank will be divided into six regions. Each of those regions will be led by an experienced local leader who will be responsible for the overall business performance in their markets.

This model allows the combined company to achieve the efficiencies of operating one bank while maintaining a regional banking structure that enables local market leaders to make autonomous decisions with the support and balance sheet of a larger institution.

“This merger marks a transformational milestone in the history of two storied institutions with a strong commitment to serving their clients and communities,” said Nitin J. Mhatre, president and chief executive of Berkshire. “The combined organisation will be in an even stronger position to deliver exceptional client experience and create greater value for shareholders.”

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

“This transaction presents an opportunity to bring together two historic franchises in the Northeast market,” said Paul A. Perrault, chairman and chief executive of Brookline. “By bringing together two complementary cultures and geographic footprints with shared values and client focus, we will be better positioned to serve our customers, employees, communities and shareholders."

The transaction is expected to close by the end of the second half of 2025, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals and approvals from Berkshire and Brookline shareholders.

David Brunelle, chairperson of Berkshire, concluded: “This highly compelling combination is a true merger of equals that will create a preeminent northeast financial institution.”

News: Regional lenders Berkshire Hills Bancorp, Brookline strike $1.1 bln merger deal

Nippon Life Insurance to acquire Resolution in $8.2bn deal

BY Richard Summerfield

With a view to expanding its market share in the US, Nippon Life Insurance has agreed to acquire from Blackstone the remaining shares it does not own in Resolution Life Group Holdings for around $8.2bn in an all-cash deal. The deal values Resolution Life at $10.6bn.

The transaction is subject to regulatory approvals and is anticipated to close in the second half of 2025. It will complete a partnership that began in 2019 when Nippon Life first invested in Resolution Life. Since then, Nippon Life has remained the company’s largest investor and supported the growth of Resolution Life into a company with over $85bn of reserves and over 4 million policies.

Upon closure of the deal, Resolution Life’s operations in the US, the UK, Bermuda and Singapore will become a subsidiary of Nippon Life. This new division is expected to complement Nippon Life’s existing Japanese life business and its international asset management and retail operations. Clive Cowdery will continue to lead as chairman and chief executive, with Resolution Life Group Holdings Ltd remaining the primary regulated entity.

“As a mutual company owned by our policyholders, Nippon Life has always had a culture which puts customers at the heart of everything we do,” said Hiroshi Shimizu, president of Nippon Life. “We believe the acquisition of Resolution Life and the formation of Acenda demonstrates our commitment to working with exceptional businesses and teams to deliver innovative products and services. We are aligned with Resolution Life and our investment management partner Blackstone in continuing to deliver on the trust policyholders have placed in us to protect them and their families when they need us.”

“For 22 years, Resolution Life and prior Resolution companies have raised our capital from institutional investors and the public markets,” said Sir Cowdery. “I am delighted that we are now going forward under the single ownership and capital support of Nippon Life, an institution I admire and respect. There is a strong foundation of shared values, clarity of vision and breadth of capabilities across our organisations. Combining Resolution Life’s strengths, the investment management expertise of our partners at Blackstone and a well-funded parent gives us the opportunity to accelerate our growth and serve the needs of policyholders into the decades ahead.”

“We are very pleased with this outcome for Resolution Life’s policyholders and investors,” said Gilles Dellaert, global head of Blackstone Credit and Insurance. “Clive Cowdery has built a tremendous insurance platform, and we believe that this expanded partnership with the world-class team at Nippon Life will help drive its accelerated global growth. We look forward to continuing to deliver the benefits of Blackstone’s leading private credit and asset origination capabilities to Resolution Life and its policyholders in this next chapter with Nippon Life.”

The deal will mark Nippon Life’s second major overseas investment this year, following its $3.8bn purchase of a 20 percent stake in US insurance firm Corebridge Financial in May. The company has also sought to diversify its domestic business, buying nursing care provider Nichii Holdings for around $1.4bn in November last year.

News: Nippon Life to buy Resolution in $8.2 billion deal as it pursues US growth

EQT and GIC acquire majority stake in Calisen for $5bn

BY Fraser Tennant

More than four years after it was taken private by a consortium of investors, UK smart metering company Calisen is to be acquired by private equity firm EQT and Singapore's sovereign wealth fund GIC in a transaction valued at $5bn.

The deal will see EQT and GIC buy a majority stake in Calisen from BlackRock, Goldman Sachs and Abu Dhabi state fund Mubadala, which acquired the UK company in 2020, less than a year after its initial public offering.

An independent owner and manager of essential energy infrastructure assets, Calisen is a provider of smart meters, electric vehicle charging, solar and battery, and heat pump installation, meter reading, maintenance and ancillary services – the purpose of which is to accelerate the development of a cleaner, more efficient and sustainable energy sector.

The rollout of smart meters is expected to continue to increase due to a supportive regulatory framework toward net zero as well as demand from energy suppliers and customers to support energy efficiency and the balancing of the electricity grid. With an installed base of approximately 16 million meters, Calisen is well-positioned to capitalise on market trends underpinned by the continued energy transition.

“Through its integrated business model, Calisen owns, installs, reads and maintains metres throughout their useful life,” said Ang Eng Seng, chief investment officer of infrastructure at GIC. “With its steady cash flows and long-term contracts, we are confident in Calisen’s growth potential as a core infrastructure investment.”

EQT and GIC will support Calisen’s long-term prospects by driving the continued rollout of its energy-transition-related assets, including smart meters, heat pumps and renewable energy systems, both in the UK and abroad. It will also explore expanding into adjacent sectors, such as smart water metering.

“Calisen plays an active role in the decarbonisation of the UK economy, a position we intend to strengthen with the support of all of our shareholders,” said Sean Latus, chief executive of Calisen. “EQT and GIC’s experience in the energy sector will be invaluable as we look to leverage our scale and customer relationships to significantly expand our smart meter portfolio and replicate our success in adjacent areas.”

The transaction is subject to the satisfaction of certain conditions, including regulatory approvals.

“Calisen’s critical role in the UK’s energy transition aligns perfectly with EQT’s commitment to investing in essential infrastructure that contributes to a more sustainable future,” said Kunal Koya, a partner in EQT’s active core infrastructure advisory team. “We look forward to partnering with management and GIC to embark on Calisen’s next phase of growth.”

News: EQT and GIC to acquire majority stake in Calisen from consortium of investors

ABC Technologies to acquire TI Fluid Systems for $1.32bn

BY Richard Summerfield

Toronto-based manufacturer ABC Technologies has announced a deal to acquire TI Fluid Systems for $1.32bn.

Under the terms of the deal, shareholders of TI Fluid Systems will receive 200 pence per share, valuing TI Fluid Systems at an enterprise value of approximately £1.83bn.

The acquisition is currently expected to complete in the first half of 2025, subject to shareholder and other relevant legal and regulatory approvals. ABC Technologies is backed by Apollo Global Management, which acquired 51 percent of the Canadian manufacturer’s shares in April 2021.

“This transaction is a transformative strategic opportunity which unlocks value for all of our stakeholders and provides a platform for further growth,” said Terry Campbell, president and chief executive of ABC Technologies. “A combined business will enable us to better serve our customers, and I am excited for our teammates as we continue to build a winning future. We will be persistent in seeking alignment with organizations that have proven capabilities to further ABC’s success story.”

“TI Fluid Systems is a market-leading business, renowned for its exceptional people, innovative products, blue-chip customer base, and long-term growth potential,” said Tim Cobbold, chair of TI Fluid Systems. “The acquisition by ABC Technologies brings together two strategically complementary businesses, creating a unique opportunity to significantly accelerate TI Fluid Systems' strategic development. The combination will result in a larger, more diversified business with a broader range of products and customers, better positioned to navigate the current challenges facing the automotive industry and deliver sustainable long-term growth.”

According to a statement announcing the deal, both companies anticipate that the merger will unlock significant value and drive innovation in the rapidly evolving automotive industry. With more than 11,000 employees, ABC Technologies manufactures and supplies custom, highly-engineered, technical plastics to the North American light vehicle industry. TI Fluid Systems is a market leading global manufacturer of thermal and fluid system solutions for a full range of current and developing vehicle architectures. The deal will significantly expand ABC’s global footprint as TI Fluid Systems operates in 27 countries, serving all major automotive manufacturers.

The initial deadline for the sale offering was postponed to 22 November at the request of ABC Technologies. On Thursday last week, the company asked for a further extension “to allow the financing and other arrangements to be finalised”. The company added that it “has substantially completed its due diligence” and was reconfirming the possible offer price.

News: Canada's ABC Technologies to buy British firm TI Fluid for $1.32 bln

Mubadala Capital to take CI Financial private in $8.1bn deal

BY Richard Summerfield

Mubadala Capital has announced it is to take CI Financial private in an $8.66bn, all-cash deal, including debt.

The deal, which is subject to court approval, regulatory clearances and other customary closing conditions, is expected to close in the second quarter of 2025. The transaction is not subject to any financing conditions.

Under the terms of the deal, Mubadala Capital, the asset management subsidiary of the Abu Dhabi state investment fund, has agreed to pay C$32 a share for CI Financial, representing a 33 percent premium to its closing price last Friday.

“This transaction, with its significant cash premium, represents an exceptional outcome for CI shareholders and provides certainty to shareholders while CI pursues its ongoing transformation,” said William E. Butt, lead director and chair of the special committee at CI. “It also provides significant benefits to Canada, by providing long-term capital to underpin the building of a Canadian champion in the wealth and asset management industries.”

“Mubadala Capital invests with a long-term outlook and represents long-term capital – providing stability and certainty for CIʼs clients and employees,” said Kurt MacAlpine, chief executive of CI. “With this transaction, CI has never been better positioned to fulfil our mission of delivering outstanding services and solutions to our clients.”

“We are fully aligned with the strategy and direction of the firm and look forward to working with the CI management team to continue to build this outstanding business and ensure that CI continues to deliver superior services to its clients,” said Hani Barhoush, managing director and chief executive of Mubadala Capital.

“We look forward to partnering with CI’s talented team to capitalize on new opportunities in the asset and wealth management sectors and build on the company’s successes,” said Oscar Fahlgren, chief investment officer at Mubadala Capital.

The transaction also supports CI’s expansion in the US, where it operates as Corient and will continue to operate independently under the Corient brand.

“We’re excited to continue to execute our US strategy with our incredibly talented team,” said Mr MacAlpine. “Notably, the transaction preserves Corient’s structure and its unique private partnership model, under which 250 of our colleagues are equity partners in Corient. Our partnership model is highly differentiated in our industry – it allows us to deliver the best of the firm to all clients and creates a culture of collaboration and unified purpose.”

The deal assigns the Toronto-based investment manager, which has more than C$500bn in assets and a long history of managing money for wealthy US and Canadian investors, an equity value of C$4.7bn ($3.36bn), or an enterprise value of C$12.1bn when including its debt.

The takeover marks Mubadala Capital’s largest acquisition to date. The firm, which recently raised a $3.1bn private equity fund, will rely on a large equity investment by its parent company to finance a takeover commitment that is larger than its entire fund.

News: Mubadala to take Canada's CI Financial private in about $8.7 billion deal