Mergers/Acquisitions

Siemens acquires Brightly in $1.6bn transaction

BY Fraser Tennant

In its latest move to broaden its software credentials, German engineering group Siemens – through its Smart Infrastructure (SI) business – is to acquire US-based software-as-a-service (SaaS) provider Brightly Software in a deal valued at $1.6bn.  

Once complete, the acquisition is expected to elevate Siemen’s to a leading position in the software market for buildings and built infrastructure by adding Brightly’s well-established cloud-based capabilities across key sectors, including education, public infrastructure, healthcare and manufacturing.

The transaction also accelerates the build-up of Siemens’ SaaS business and enables Siemens and Brightly together to deliver superior performance and sustainability.  

“This acquisition is another important step in our strategy as a focused technology company,” said Roland Busch, president and chief executive of Siemens AG. “By combining the real and digital worlds, we provide our customers with the technology required to drive their digital transformation to create the most sustainable and human-centric buildings.”

According to Siemens, it is estimated that 7 billion people will live in urban areas by 2050 – a trend which, when coupled with the urgency of tackling climate change, highlights the need for smart and sustainable communities and infrastructure.

“With digital transformation and sustainability high on agendas, coupled with a challenging regulatory environment, the need for connected assets and real-time asset data is driving greater demand for intelligent asset management solutions across the globe,” said Kevin Kemmerer, chief executive of Brightly. “We see an incredible opportunity to combine our knowledge and software with Siemens to accelerate the digitalisation and optimisation of the built environment. “

Headquartered in North Carolina, Brightly has around 800 employees serving around 12,000 customers, mainly across the US, Canada, the UK and Australia. The company has been owned by private equity firm Clearlake Capital since 2019.

The transaction is subject to regulatory approvals, with closing expected by the end of 2022.

Mr Kemmerer concluded: “Together, we have the experience to help clients across the world transform the performance of their assets and create safe, sustainable and thriving communities.”

News: Siemens to buy U.S. software company Brightly in $1.58 bln deal

Mondelēz International agrees $2.9bn Clif Bar acquisition

BY Richard Summerfield

Mondelēz International has agreed to acquire US organic energy-bar maker Clif Bar & Co. for $2.9bn as part of a plan to boost its snacks segment. The acquisition is subject to customary closing conditions and expected to close in Q3 2022, pending regulatory review.

“We are thrilled to welcome Clif Bar & Company’s iconic brands and passionate employees into the Mondelēz International family,” said Dirk Van de Put, chairman and chief executive of Mondelēz International. “This transaction further advances our ambition to lead the future of snacking by winning in chocolate, biscuits and baked snacks as we continue to scale our high-growth snack bar business. As a leader and innovator in well-being and sustainable snacking in the US, Clif Bar & Company embodies our purpose to ‘empower people to snack right’ and we look forward to advancing this important work with Clif’s committed colleagues in the years ahead.”

According to a statement announcing the deal, the transaction is expected to be top-line accretive in year two and create cost synergies by using Mondelēz International’s global and North American scale to expand Clif Bar’s sales distribution and gain further penetration with existing and new customers and channels in the US. Mondelēz will continue to manufacture Clif’s products in its facilities at Twin Falls, Idaho and Indianapolis, Indiana, the company noted. Clif Bar will remain headquartered in Emeryville to nurture “its entrepreneurial spirit” and maintain the brand’s purpose and authenticity.

“Mondelēz International is the right partner at the right time to support Clif in our next chapter of growth,” said Sally Grimes, chief executive of Clif Bar. “Our purposes and cultures are aligned and being part of a global snacking company with broad product offerings can help us accelerate our growth while staying true to our deeply ingrained Five Aspirations - sustaining our people, planet, community, business, and brands - five bottom lines that have grounded our company since its founding and will remain our North Star going forward.”

Mondelēz International has completed a number of acquisitions in recent years. Upon completion, it will be the company’s ninth acquisition since 2018. Other companies acquired include Ricolino, Chipita, Gourmet Food Holdings, Hu, Give and Go, Perfect Snacks and Tate’s Bake Shop.

News: Mondelez to buy energy bar maker Clif Bar for about $3 billion

Prologis to merge with Duke Realty in $26bn deal

BY Fraser Tennant

In a combination that brings together two rivals, warehouse giant Prologis and real estate agency Duke Realty Corporation are to merge in an all-stock transaction valued at approximately $26bn, including the assumption of debt.

Under the terms of the definitive agreement, Duke Realty shareholders will receive 0.475x of a Prologis share for each Duke Realty share they own. The respective board of directors for Prologis and Duke Realty have unanimously approved the transaction.

“We have admired the disciplined repositioning strategy the Duke Realty team has completed over the last decade,” said Hamid R. Moghadam, co-founder and chief executive of Prologis. “They have built an exceptional portfolio in the US located in geographies we believe will outperform in the future. That will be fuelled by Prologis' proven track record as a value creator in the logistics space. We have a diverse model that allows us to deliver even more value to customers.”

With the transaction, Prologis is gaining high-quality properties for its portfolio in key geographies, including Southern California, New Jersey, South Florida, Chicago, Dallas and Atlanta. The portfolio comprises: (i) 153 million square feet of operating properties in 19 major US logistics geographies; (ii) 11 million square feet of development in progress; and (iii) 1228 acres of land owned and under option with a build-out of approximately 21 million square feet.

"This transaction is a testament to Duke Realty's world-class portfolio of industrial properties, long-proven success and sustainable value creation we’ve delivered over the years," said Jim Connor, chairman and chief executive of Duke Realty. “We have always respected Prologis, and after a deliberate and comprehensive evaluation of the transaction and the improved offer, we are excited to bring together our two complementary businesses.

“Together, we will be able to accelerate the potential of our business and better serve tenants and partners,” continued Mr Connor. “We are confident that this transaction – including the meaningful opportunity it provides for shareholders to participate in the growth and upside from the combined portfolio — is in the best long-term interest of Duke Realty shareholders."

The transaction, which is currently expected to close in the fourth quarter of 2022, is subject to the approval of Prologis and Duke Realty shareholders and other customary closing conditions.

“This transaction increases the strength, size and diversification of our balance sheet while expanding the opportunity for Prologis to apply innovation to drive long-term growth,” concluded Tim Arndt, chief financial officer at Prologis. “In addition to generating significant synergies, the combination of these portfolios will help us deliver more services to our customers and drive incremental long-term earnings growth.”

News: Warehouse giant Prologis agrees $26 bln merger with Duke Realty

Turning Point for Bristol Myers Squibb

BY Richard Summerfield

US pharmaceutical giant Bristol Myers Squibb has agreed to acquire Turning Point Therapeutics in a $4.1bn deal which will boost the company’s oncology drug pipeline.

Under the terms of the deal, Bristol Myers Squibb has agreed to pay $76 per share for each Turning Point share held. The transaction has been unanimously approved by the boards of directors of both companies and is anticipated to close during the third quarter of 2022.

Turning Point is a leader in oncology treatments and its lead asset, repotrectinib, a next-generation, potential best-in-class tyrosine kinase inhibitor (TKI) targeting the ROS1 and NTRK oncogenic drivers of non-small cell lung cancer (NSCLC) and other advanced solid tumours, has helped drive the transaction. In the US, repotrectinib has been granted three breakthrough therapy designations from the Food and Drug Administration (FDA). Bristol Myers Squibb expects repotrectinib to be approved in the US in the second half of 2023. The company also plans to continue to explore the potential of Turning Point Therapeutics’ promising pipeline of novel compounds. Sales of Bristol Myers’ own oncology drug, Opdivo, have fallen below those of rival Merck’s blockbuster treatment in a very crowded oncology market.

“The acquisition of Turning Point Therapeutics further broadens our leading oncology franchise by adding a best-in-class, late-stage precision oncology asset,” said Giovanni Caforio, board chair and chief executive of Bristol Myers Squibb. “With this transaction, we are continuing our strong track record of strategic business development to further enhance our growth profile.”

“Today’s news builds upon our long legacy of pioneering next-generation medicines for patients with cancer,” said Samit Hirawat, chief medical officer, global drug development, at Bristol Myers Squibb. “With repotrectinib, we have the opportunity to change the standard of care and address a significant unmet medical need for ROS1-positive non-small cell lung cancer patients.”

“Through this transaction, we will be able to harness the full potential of our precision oncology platform to advance the standard of care for cancer patients. Since our founding, we have leveraged our deep scientific expertise to develop a pipeline of promising precision oncology assets,” said Athena Countouriotis, president and chief executive of Turning Point Therapeutics. “With Bristol Myers Squibb’s leadership in oncology, strong commercial capabilities and manufacturing footprint, we will be able to further accelerate the pace at which we can bring our novel medicines to benefit people diagnosed with cancer around the world.”

News: Bristol Myers boosts cancer drug portfolio with $4.1 billion Turning Point deal

Broadcom strikes $61bn VMware deal

BY Richard Summerfield

Broadcom Inc, a global leader in semiconductor production, has agreed to acquire cloud computing company VMware Inc in a $61bn cash-and stock deal.

Under the terms of the deal, Broadcom will pay $142.50 in cash or 0.2520 of a Broadcom share for each VMware share – a price which represents a premium of nearly 49 percent to the stock’s last close before talks of the deal were first reported on 22 May. Broadcom will also assume $8bn of VMware’s net debt.

Broadcom has already got commitments from a consortium of banks for $32bn in debt funding for the deal. VMware will be allowed to solicit offers from rival bidders for 40 days as part of the agreement. Should VMware opt for an alternative bidder during this period it will be required to pay a termination fee of $750m.

The transaction, which is expected to complete in Broadcom’s fiscal year 2023, is subject to the receipt of regulatory approvals and other customary closing conditions, including approval by VMware shareholders.

“Building upon our proven track record of successful M&A, this transaction combines our leading semiconductor and infrastructure software businesses with an iconic pioneer and innovator in enterprise software as we reimagine what we can deliver to customers as a leading infrastructure technology company,” said Hock Tan, president and chief executive of Broadcom. “We look forward to VMware’s talented team joining Broadcom, further cultivating a shared culture of innovation and driving even greater value for our combined stakeholders, including both sets of shareholders.”

“VMware has been reshaping the IT landscape for the past 24 years, helping our customers become digital businesses,” said Raghu Raghuram, chief executive of VMware. “We stand for innovation and unwavering support of our customers and their most important business operations and now we are extending our commitment to exceptional service and innovation by becoming the new software platform for Broadcom. Combining our assets and talented team with Broadcom’s existing enterprise software portfolio, all housed under the VMware brand, creates a remarkable enterprise software player. Collectively, we will deliver even more choice, value and innovation to customers, enabling them to thrive in this increasingly complex multi-cloud era.”

“VMware has long been recognized for its enterprise software leadership, and through this transaction we will provide customers worldwide with the next generation of infrastructure software,” said Tom Krause, president of the Broadcom Software Group. “VMware’s platform and Broadcom’s infrastructure software solutions address different but important enterprise needs, and the combined company will be able to serve them more effectively and securely. We have deep respect for VMware’s customer focus and innovation track record, and look forward to bringing together our two organizations.”

News: Chipmaker Broadcom to buy VMware in $61 bln deal

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