WWT acquires Softchoice in C$1.8bn tech deal

BY Fraser Tennant

In a move that will enhance its artificial intelligence (AI), cloud and software business across North America, World Wide Technology (WWT) is to acquire fellow IT channel company Softchoice in an all-cash transaction valued at C$1.8bn.   

Under the terms of the agreement, WWT, through an affiliate, will acquire all the issued and outstanding common shares of Softchoice for a price of C$24.50 per share.

The transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act and is subject to, among other things, the approval of a special meeting of shareholders in March 2025.

A termination fee of C$49m would be payable by Softchoice in certain circumstances, including in the context of Softchoice entering into a definitive agreement with respect to a superior proposal.

“Softchoice has been a transformative player in the IT industry for over 35 years,” said Jim Kavanaugh, co-founder and chief executive of WWT. “Adding its complementary software, cloud, cyber security and AI capabilities to WWT’s portfolio will enable us to create even greater value for our clients striving to achieve their digital transformation goals.”

Founded in 1990, WWT is a global technology solutions provider leading the AI and digital revolution, combining the power of strategy, execution and partnership to accelerate digital transformational outcomes for large public and private organisations around the world.

“WWT’s scale and global reach, customer base of large organisations, and industry leading infrastructure solutions are a perfect complement to our software and cloud focused solutions, our Canadian presence and our strength in the North American mid-market,” said Andrew Caprara, president and chief executive of Softchoice. “WWT is the ideal partner for our customers and employees and I am excited about our future as a combined firm.”

The transaction is also subject to court approval and customary closing conditions, including receipt of key regulatory approvals. It is not subject to any financing condition. Assuming the timely receipt of all required approvals, the transaction is expected to close in late Q1 or early Q2 2025.

David Steward, founder and chairman of WWT, concluded: “This acquisition strengthens our access to commercial, small and medium business customers while expanding WWT’s position in the US, Canada and around the world.”

News: WWT to snap up Canada-based Softchoice for $1.25bn

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

Akoustis Technologies files for Chapter 11 protection

BY Fraser Tennant

In a move it hopes will allow it to emerge as a cleaner and more robust entity, radio frequency (RF) products manufacturer Akoustis Technologies (AKTS) has filed for Chapter 11 bankruptcy protection.  

The voluntary Chapter 11 filing follows Akoustis’ recent legal case with Qorvo, Inc., in which Akoustis was ordered to pay a total judgement of approximately $59m in damages, fees and interest related to allegations of trade secret misappropriation and patent infringement.

To support the sale process, Akoustis has entered into a stalking horse asset purchase agreement with Gordon Brothers Commercial & Industrial, LLC for certain assets of the company.

Prior to the commencement of the Chapter 11 cases, Akoustis engaged in discussions with interested parties about the company's future operations through a potential sale of its businesses and assets. The company intends to use the court-supervised sale process to seek the highest or best bid for its assets.

To ensure the continued operation of its business without interruption, Akoustis has filed customary ‘first day’ motions in its Chapter 11 cases. These motions, upon approval, will help facilitate the continued payment of employee wages and benefits, enable payments to critical vendors and other relief measures standard in these circumstances.

“In light of the final judgement, we have taken this strategic step to provide flexibility and allow us to continue operations while our sale process continues with momentum,” said Kamran Cheema, chief executive of Akoustis. “Our priority is to ensure a seamless process for our customers, partners and employees as we work to find partners who recognise the importance of our products, continued operations and the central role we play in the RF wireless industry.”

Founded in 2014 and headquartered in Charlotte, North Carolina, Akoustis is a bulk acoustic wave RF company that targets high-power, high-frequency and ultra-wideband solutions for Wi-Fi AP, 5G infrastructure and mobile, automotive, defence and other markets.

Mr Cheema concluded: “We intend to leverage the court-supervised sale process to reaffirm that the business being sold is free and clear of any Qorvo infringement following the court-ordered cleansing process, which we firmly believe is the case.”

News: Akoustis Technologies Files For Chapter 11 Bankruptcy

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

Trucking company Kal Freight files for Chapter 11

BY Fraser Tennant

In one of the sector’s biggest bankruptcies of 2024, trucking company Kal Freight has filed for Chapter 11 bankruptcy protection in order to wind down failing affiliates and restructure its primary business.

Bankruptcy court documents show that the company owes approximately $325m to creditors, including Daimler, TBK Bank and Bank of America.

High demand during the pandemic saw Kal Freight invest heavily in trucks and trailers, but once the crisis subsided, the company was overleveraged and unable to meet its financial obligations.

Kal Freight is one of a number of major trucking companies to have filed for bankruptcy protection in 2024. These include Miami-based Star Transportation, Illinois shipping company Mighty Move Transportation and Texas-based logistics company Sunset Logistics.

Kal Freight intends to fund the Chapter 11 process with debtor-in-possession financing, which will provide it with the necessary liquidity to maintain normal operations while it undertakes certain key operational restructuring initiatives to emerge as a stronger enterprise positioned for long-term success.

Kal Freight has appointed Bradley D. Sharp, president and chief executive of Development Specialists, Inc., to serve as chief restructuring officer during the Chapter 11 process.

Kal Freight plans to “reorganise around their core trucking business and to wind down their non-core parts and tires businesses and liquidate certain real estate assets”, said Mr Sharp in the court filing. “The company intends to continue paying its employees in full in the ordinary course, as well as paying its vendors and suppliers in full under normal terms for goods and services provided on or after the date of filing.”

Established in 2014 and headquartered in Fontana, California, Kal Freight offers a complete range of integrated transportation and logistics services to diverse industries across the US. Its 800 drivers, 800 trucks and 2200 trailers operate across seven terminals in Fontana, Texas, New Jersey, Indiana, Tennessee, Georgia, Arizona and Arkansas.

Mr Sharp concluded: “Throughout the Chapter 11 process, Kal Freight aims to continue to serve its customers and trade partners and ensure the safety of its employees and fleet operations.”

News: California trucking company Kal Freight files for Chapter 11 restructuring