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

AeroVironment acquires BlueHalo in $4.1bn deal

BY Fraser Tennant

In a deal that creates a diversified global leader in all-domain defence technologies, drone manufacturer AeroVironment (AV) is to acquire space and defence engineering company BlueHalo in an all-stock transaction valued at approximately $4.1bn. 

Under the terms of the definitive agreement, AV will issue approximately 18.5 million shares of AV common stock to BlueHalo. AV’s shareholders will own approximately 60.5 percent of the combined company following the close of the transaction, with BlueHalo’s equity holders owning approximately 39.5 percent, subject to closing adjustments.

The combined company will bring together complementary capabilities to offer a comprehensive portfolio of high-growth franchises, powered by cutting-edge technology and focused on addressing the most important priorities and needs of the US and its allies around the globe.

It is expected that the companies’ shared culture of agile innovation and mission expertise will enable the combined entity to develop and deliver next-generation technologies that will have significant military value and redefine the next era of US defence technology.

“For over 50 years, AV has pioneered innovative solutions on the battlefield, and today we are poised to usher in the next era of defence technology through our combination with BlueHalo,” said Wahid Nawabi, chairman, president and chief executive of AV. “BlueHalo not only brings key franchises and complementary capabilities, but also a wealth of technologies, diverse customers and exceptional talent to AV.

“Together, we will drive agile innovation and deliver comprehensive, next-generation solutions designed to redefine the future of defence,” he continued. “We are thrilled to welcome the talented BlueHalo team as we unite our strengths, expand our global impact and accelerate growth and value creation for AV shareholders.”

Following completion of the transaction, Mr Nawabi will be chairman, president and chief executive of the combined company. Jonathan Moneymaker, chief executive of BlueHalo, will serve as a strategic adviser to Mr Nawabi and the combined company’s management team.

“BlueHalo was founded to address the most pressing challenges confronting the defence and national security community, from unconventional threats to near-peer adversaries,” said Mr Moneymaker. “We have pioneered solutions for drone warfare, distributed autonomy, and the need for more robust and assured access to space in an increasingly contested, crowded and competitive domain.”

The transaction, which has been unanimously approved by both companies’ board of directors, is expected to close in the first half of 2025, subject to regulatory and AV shareholder approvals, as well as other customary closing conditions.

Mr Moneymaker concluded: “Together, we remain committed to protecting those who defend us while driving the next generation of transformational advancements in defence technology.”

News: Drone maker AeroVironment seeks lift from $4.1 bln deal for BlueHalo

Blackstone acquires Jersey Mike’s in $8bn deal

BY Fraser Tennant

In a deal that underscores private equity’s (PE’s) increasing interest in franchise operators, alternative asset manager Blackstone is to acquire a majority ownership of sandwich chain Jersey Mike’s Subs for $8bn, including debt.

The acquisition – the financial terms of which have not been disclosed – is intended to help enable Jersey Mike’s accelerate its expansion across and beyond the US market, as well as aid its ongoing technological investments.

Jersey Mike’s is the latest in Blackstone’s investment in food franchises in 2024. In February, it announced an equity investment in 7 Brew Coffee, while April saw an agreement to buy Tropical Smoothie Cafe from PE firm Levine Leichtman Capital Partners.

“Jersey Mike’s has grown for more than half a century by maintaining an unrelenting focus on quality – consistently building on its loyal customer base as it has scaled nationwide,” said Peter Wallace, a senior managing director at Blackstone. “Blackstone has deep experience helping accelerate the expansion of high-growth franchise businesses and this area is one of our highest-conviction investment themes.”

Blackstone’s investment ends Jersey Mike’s almost seven decades as a privately owned business, in which time it has grown to become the second-largest sandwich chain in the US, behind Subway. Peter Cancro, who has been with Jersey Mike’s since 1971 and owned it since 1975, will remain chief executive and maintain a “significant” stake, according to Blackstone.

“We believe we are still in the early innings of Jersey Mike’s growth story and that Blackstone is the right partner to help us reach even greater heights,” said Mr Cancro. “Blackstone has helped drive the success of some of the most iconic franchise businesses globally and we look forward to working with them to help make significant new investments going forward.” 

The transaction is expected to be completed in early 2025 subject to the satisfaction of certain closing conditions, including applicable regulatory approvals.

Mr Wallace concluded: “Our capital and resources will help support key investments in growth and technology for the benefit of Jersey Mike’s customers and exceptional franchisees.”

News: Blackstone strikes $8 billion deal for sandwich chain Jersey Mike’s Subs

CareMax files for Chapter 11 bankruptcy and agrees asset sales

BY Richard Summerfield

CareMax Inc, which runs a system of medical centres catered toward elderly patients, has filed for Chapter 11 bankruptcy protection in the US Bankruptcy Court for the Northern District of Texas.

Miami-based CareMax filed Chapter 11 on Sunday, listing assets of between $100m and $500m, and liabilities between $500m and $1bn. CareMax sought court protection after cost cuts and attempts to refinance its debt.

As per the filing, CareMax has filed customary motions with the court, seeking authorisation to maintain business-as-usual operations, including by continuing operations to ensure patients at its clinics continue to receive high quality, value-based healthcare, paying associated wages, including for its doctors and nurses, without interruption and paying the existing pre-petition claims of certain vendors that are critical to the health and safety of CareMax’s patients and critical to the operation of the company’s medical centres.

The company has also announced it has entered into an agreement to sell its management services organisation. According to a statement announcing the deal, CareMax has entered into an agreement with an affiliate of Revere Medical which will see the company acquire the Medicare Shared Savings Program portion of the CareMax’s management services organisation that supports care provided to approximately 80,000 Medicare beneficiaries. The sale of the business is anticipated to be consummated simultaneously with the consummation of CareMax’s prearranged Chapter 11 plan.

CareMax also announced that it has reached an agreement in principle on a ‘stalking horse’ agreement with a third-party buyer for its operating clinic business. The closing of this sale is also anticipated to be consummated simultaneously with the consummation of CareMax’s bankruptcy plan. CareMax intends to disclose the proposed terms of the stalking horse agreement and the potential purchaser when and if an agreement is finalised.

“After a careful review of the Company’s strategic alternatives, we have determined that the transactions announced today are our best opportunity to protect the long-term value of the CareMax assets and ensure our patients, providers, and health plans can continue to rely on the comprehensive, coordinated care we provide,” said Carlos de Solo, chief executive of CareMax. “We are deeply appreciative of the outstanding team members across CareMax, whose hard work and commitment to our partners is resolute.”

CareMax’s Chapter 11 filing is the latest in a series of Chapter 11 filings by other healthcare groups this year, including Massachusetts-based Steward Health Care. Steward filed for bankruptcy in May, seeking to sell its 31 hospitals and address $9bn of debt.

News: Medical services provider CareMax files for Chapter 11 restructuring