Mergers/Acquisitions

Digital Realty acquires Teraco in $3.5bn deal

BY Fraser Tennant

In a strategic transaction that accelerates its pan-African expansion, global data centre solutions provider Digital Realty is to acquire data centre operator Teraco in a deal valued at $3.5bn.

The acquisition of Teraco, the largest and most densely interconnected data centre platform in Africa, immediately establishes Digital Realty as the leading colocation and interconnection provider on the high-growth African continent.

Moreover, after closing, Digital Realty will own approximately 55 percent of the total equity interests in Teraco, with the remaining 45 percent held by a consortium of existing investors, including management, Berkshire Partners LLC, Permira, van Rooyen Group, Columbia Capital, Stepstone Ventures and the Teraco Connect Trust. 

“Teraco is the industry leader in South Africa and the continent's connectivity hub,” said A. William Stein, chief executive of Digital Realty. “This investment will enhance our ability to serve customers on a global basis by adding significant regional scale with a premier, network-dense portfolio in South Africa's most strategically important metros.” 

The transaction will also advance Digital Realty’s strategy of increasing exposure to highly connected, network- and carrier-dense facilities to enhance its global coverage and connectivity capabilities. 

"We are excited to enter our next chapter by joining forces with Digital Realty to create a truly global, scaled platform serving our customers in Africa and beyond,” said Jan Hnizdo, chief executive of Teraco. “Our combined platform will be uniquely positioned to serve the full customer spectrum with the ability to support their growth around the world.”

The Teraco management team is expected to remain in place and will maintain day-to-day responsibility for operations in South Africa. In addition, Teraco's existing investors are rolling forward a significant portion of their equity interests, demonstrating their conviction in Teraco's future growth prospects under the Digital Realty umbrella.

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

Mr Stein concluded: “This highly strategic transaction immediately cements Digital Realty as the leading colocation and interconnection provider in Africa, a region experiencing rapid digital transformation.”

News: Digital Realty data centre to buy majority stake in Africa's Teraco

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

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