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Avid Bioservices to be Acquired by GHO Capital Partners and Ampersand Capital Partners in $1.1 Billion Transaction

Ampersand

Tustin, CA & London, UK & Boston, MA , November 6th 2024 (GLOBE NEWSWIRE) – Avid Bioservices, Inc. (NASDAQ: CDMO) (“Avid” or the “Company”), a dedicated biologics contract development and manufacturing organization (“CDMO”) working to improve patient lives by providing high quality development and manufacturing services to biotechnology and pharmaceutical companies, GHO Capital Partners LLP (“GHO”) and Ampersand Capital Partners (“Ampersand”) today announced they have entered into a definitive merger agreement for Avid to be acquired by funds managed by GHO and Ampersand in an all-cash transaction valued at approximately $1.1 billion.

Under the terms of the merger agreement, GHO and Ampersand would acquire all the outstanding shares held by Avid’s stockholders for $12.50 per share in cash. The per share purchase price represents a 13.8% premium to Avid’s closing share price of $10.98 on November 6, 2024, the last full trading day prior to the transaction announcement, and a 21.9% premium to the Company’s 20-day volume-weighted average share price for the period ended November 6, 2024. This transaction equates to an enterprise value of approximately $1.1 billion, a 6.3x multiple to consensus FY2025E revenue.

“Since our founding, Avid Bioservices’ business has grown by evolving to meet our customers’ broad range of development and manufacturing needs. After years of investment and expansion, now is the right time to move forward as a private company with new owners that will support our next phase,” stated Nick Green, president and CEO of Avid Bioservices. “In evaluating this transaction, our Board considered a range of alternatives and determined that it provides our stockholders significant, immediate and certain cash value for their shares. Partnering with GHO Capital and Ampersand Capital Partners allows us to build on our strong foundation by accessing their significant knowledge base, network and capital to position the business for the future with our customers.”

“We are excited to announce this recommended cash acquisition of Avid,” said Alan MacKay and Mike Mortimer, Managing Partners of GHO. “As experienced CDMO industry investors, GHO brings deep expertise and experience to support Avid’s management team going forward. Our mission at GHO is to make healthcare better, faster, and more accessible and at the heart of this is enabling efficient, high-quality manufacturing of innovative treatments. Avid exemplifies this perfectly – the Company operates in high-growth markets, producing complex biologics for leading pharmaceutical and biotech innovators at both the clinical and commercial stages. Avid’s recent investments, both in capacity and its exemplary team, position it strongly for future growth. We look forward to working with the Avid team to unlock the Company’s full potential through our established playbook of expanded offerings, talent investment and greater geographic reach.”

“Avid has long been a trusted provider of biopharmaceutical development and manufacturing services, and we have tremendous respect for its team’s expertise, its broad spectrum of customized services and its strong regulatory track record. We look forward to leveraging our deep industry experience, focused strategy, and collaborative approach to drive growth,” said, David Anderson, General Partner of Ampersand.

Transaction Details

The transaction, which was unanimously approved by the Avid Board of Directors, is currently expected to close in the first quarter of 2025, subject to customary closing conditions, including approval by Avid’s stockholders and receipt of required regulatory approvals. The transaction is not subject to a financing condition. The companies will continue to operate independently until the proposed transaction is finalized.

Upon completion of the transaction, Avid common stock will no longer be listed on any public stock exchange. The Company will continue to operate under the Avid name and brand.

Advisors

Moelis & Company LLC is serving as exclusive financial advisor to Avid, and Cooley LLP is serving as legal counsel to Avid. William Blair & Company, LLC is serving as exclusive financial advisor and Ropes & Gray LLP is serving as legal counsel to GHO and Ampersand.

About Avid Bioservices, Inc.

Avid Bioservices (NASDAQ: CDMO) is a dedicated CDMO focused on development and CGMP manufacturing of biologics. The Company provides a comprehensive range of process development, CGMP clinical and commercial manufacturing services for the biotechnology and biopharmaceutical industries. With more than 30 years of experience producing biologics, Avid’s services include CGMP clinical and commercial drug substance manufacturing, bulk packaging, release and stability testing and regulatory submissions support. For early-stage programs the Company provides a variety of process development activities, including cell line development, upstream and downstream development and optimization, analytical methods development, testing and characterization. The scope of our services ranges from standalone process development projects to full development and manufacturing programs through commercialization. Avidbio.com

About GHO Capital

Global Healthcare Opportunities, or GHO Capital Partners LLP, is a leading specialist healthcare investment advisor based in London. GHO Capital applies global capabilities and perspectives to unlock high growth healthcare opportunities, targeting Pan-European and transatlantic internationalisation to build market leading businesses of strategic global value. GHO Capital’s proven investment track record reflects the unrivalled depth of our industry expertise and network. GHO Capital partners with strong management teams to generate long-term sustainable value, improving the efficiency of healthcare delivery to enable better, faster, more accessible healthcare. For further information, please visit GHOcapital.com.

About Ampersand

Ampersand Capital Partners, founded in 1988, is a middle-market private equity firm with $3 billion of assets under management, dedicated to growth- oriented investments in the healthcare sector. With offices in Boston, MA, and Amsterdam, Netherlands, Ampersand leverages a unique blend of private equity and operating experience to build value and drive long-term performance alongside its portfolio company management teams. Ampersand has helped build numerous market-leading companies across each of the firm’s core healthcare sectors. For additional information, visit Ampersandcapital.com or follow Ampersand on LinkedIn.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

The Company intends to file a proxy statement with the U.S. Securities and Exchange Commission (“SEC”) with respect to a special meeting of stockholders to be held in connection with the proposed transaction. Promptly after filing the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting to consider the proposed transaction. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the proxy statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the SEC in connection with the proposed transaction at the SEC’s website ( https://www.sec.gov). Copies of the preliminary and definitive versions of the proxy statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the SEC in connection with the proposed transaction will also be available, free of charge, at the Company’s investor relations website ( https://ir.avidbio.com/sec-filings ). The information provided on, or accessible through, our website is not part of this press release, and therefore is not incorporated herein by reference.

PARTICIPANTS IN THE SOLICITATION

The Company and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the Company’s directors and executive officers is available in the Company’s proxy statement for the 2024 annual meeting of stockholders, which was filed with the SEC on August 28, 2024 (the “Annual Meeting Proxy Statement”). Please refer to the sections captioned “Security Ownership of Certain Beneficial Owners, Directors and Management,” “Director Compensation,” and “Executive Compensation-Outstanding Equity Awards at Fiscal Year-End” in the Annual Meeting Proxy Statement. To the extent holdings of such participants in the Company’s securities have changed since the amounts described in the Annual Meeting Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC: Form 4, filed by Nicholas Stewart Green on October 11, 2024, Form 4, filed by Richard A. Richieri on October 11, 2024, Form 4, filed by Matthew R. Kwietniak on October 11, 2024, and Form 4, filed by Matthew R. Kwietniak on October 15, 2024. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement and other relevant materials to be filed with the SEC in connection with the proposed transaction when they become available. Free copies of the Annual Meeting Proxy Statement, the definitive proxy statement related to the proposed transactions and such other materials may be obtained as described in the preceding paragraph.

FORWARD-LOOKING STATEMENTS

This communication contains “forward-looking statements” which include, but are not limited to, all statements that do not relate solely to historical or current facts, such as statements regarding the Company’s expectations, intentions or strategies regarding the future, or the completion or effects of the proposed sale of Avid to GHO and Ampersand. In some cases, these statements include words like: “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or thenegative of these terms, or other comparable terminology intended to identify statements about the future. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The Company’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into in connection with the proposed transaction; the possibility that the Company’s stockholders may not approve the proposed transaction; the risk that the parties to the merger agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in the Company’s most recent filings with the SEC, including the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2024 and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to time and available at https://www.sec.gov.

The forward-looking statements included in this information statement are made only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

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Carlyle Completes Worldpac Acquisition from Advance Auto Parts

Carlyle

CHICAGO, IL, November 4, 2024 – Worldpac, Inc. is announcing the completion of its acquisition by Carlyle (NASDAQ: CG), a global investment firm, from Advance Auto Parts, Inc. (NYSE: AAP). This strategic move marks a significant milestone for Worldpac, positioning the company for enhanced growth and innovation.

Effective immediately, John Hamilton is appointed as the new President and CEO of Worldpac. Hamilton brings a wealth of experience across a variety of industries, having served as President and CEO at Veyance Technologies, Electro-Motive Diesel, and the Tokheim Corporation, as well as Executive Chairman of the Board at EDAC Technologies and Nordco Inc. Hamilton has also been an advisor to Carlyle for several years.

As part of this leadership transition, Bob Cushing, currently serving as President of Worldpac, will assume the role of Strategic Advisor. “I want to extend my thanks to Bob for his leadership and vision,” Hamilton said. “His guidance has been instrumental in shaping Worldpac’s important role in the industry and I look forward to working closely with him as Strategic Advisor.”

“I want to thank the Carlyle team for recognizing Worldpac’s achievements and potential with their investment in Worldpac’s future. Carlyle’s investment will accelerate Worldpac’s growth and continued focus on delivering ‘The Right Part at the Right Time’,” said Cushing.

“We are thrilled to invest in Worldpac,” said Wes Bieligk, Partner at Carlyle. “Worldpac is a great business, and we are confident that our experience in the automotive aftermarket and with industrial carve-outs will support its growth as an independent company. We look forward to supporting John and the Worldpac team in achieving its strategic goals and unlocking its full potential.”

 

Forward-Looking Statements

Certain statements in this release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations regarding the benefits of the sale, the anticipated timing of closing, and the expected use of proceeds. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. Please refer to Advance Auto Parts’ most recent Annual Report on Form 10-K filed with the SEC for a description of these risks.

 

For further information, please contact:

Carlyle

Brittany Berliner

(212) 813-4839

Brittany.Berliner@carlyle.com

 

Worldpac

Jay Potter

(800) 888-9982

 

About Carlyle:

Carlyle (NASDAQ: CG) is a global investment firm with $435 billion of assets under management as of June 30, 2024. Carlyle operates through three business segments: Global Private Equity, Global Credit, and Global Investment Solutions. The firm employs over 2,200 people across 29 offices worldwide. For more information, visit www.carlyle.com.

 

About Worldpac:

Worldpac is a leading distributor of original equipment automotive replacement parts, serving the independent automotive repair community with over 160,000 part numbers from 45+ import and domestic car manufacturers. With over 100 facilities in North America, WORLDPAC ensures fast delivery and superior service, complemented by their speedDIAL ordering software, training programs, and technical support. For more information, visit www.worldpac.com.

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Carlyle acquires Kyoden

Carlyle

Tokyo, Japan, 5 November 2024 – Global investment firm Carlyle (NASDAQ: CG) today announced it has acquired Kyoden Co. (“Kyoden”), a leading Japanese manufacturer of printed circuit boards (“PCBs”).

Founded in 1983 and headquartered in Nagano Prefecture, Kyoden is a leader in the design and manufacture of PCBs and board assembly for electronics devices, with a focus on small-lot and high-variety products delivered in short turnaround times. The business employs c. 2,100 employees, with manufacturing plants in Japan and Thailand and regional sales presence across APAC, enabling the business to manage small-lot, multi product production to larger scale mass production and meet a wide range of its customers’ needs.

The company’s product suite spans a highly diversified set of industrial applications including automated guided vehicles, semiconductor manufacturing equipment, amusement machines, wired and wireless equipment, and automotive devices. The PCB industry faces increasing demand for higher density and miniaturization in circuit boards, multi-layer and build-up PCBs in particular, integrating more functionality into compact and lightweight devices. Kyoden’s highly differentiated offering also focuses on delivering a wide range of small-lot, prototype PCB products within short lead times, and has established a leading share of the domestic prototype PCB market.

Kyoden also has deep experience in EMS (Electronics Manufacturing Services), providing end-to-end solutions from component design and manufacturing, procurement of materials and assembly of units and large-scale devices.

In partnership with Kyoden’s management team, Carlyle will support the company to further accelerate its growth plans through the continued development of its manufacturing capabilities focused on high-multilayer and build-up PCBs and commercial operations. Leveraging its global platform and resources, Carlyle will also support the business’ international expansion.

Kazuhiro Yamada, Co-Head of Carlyle Japan, said: “Kyoden has a high market share in the PCB industry thanks to its differentiated business model and advanced technological capabilities. Customer needs are becoming more diverse every day, and there is a growing need to incorporate more functions into more compact and lightweight devices. In acquiring Kyoden, we will support the business in responding to those evolving customer demands, continue its focus on technology and innovation, and accelerate its international expansion. We look forward to partnering with Kyoden’s management team in its journey to becoming a leading international PCB manufacturer.”

Hiroshi Naganuma, President of Kyoden, said: “We are excited to start the new partnership with Carlyle to sharpen our unique business model and accelerate Kyoden’s further growth in high-multilayer and build-up PCBs, the global PCB market, and EMS business. We believe Carlyle, with its deep knowledge and track record of growing Japanese companies like Kyoden, is the perfect partner to support the business’ accelerated growth trajectory.”

Carlyle’s Japan buyout platform has invested more than JPY 450 billion across approximately 40 private equity investments since 2000.

—

About Kyoden 

Kyoden Co. was founded in July 1983 as a comprehensive printed circuit board manufacturer. The company operates under the corporate philosophy of “manufacturing as a means, and service as an end.” Kyoden has established a fully integrated support system, offering total solutions from design and development to mass production (EMS). As a Total Solution Provider (“TSP”), Kyoden delivers a wide range of solutions centered around PCB manufacturing.
About Carlyle 

Carlyle (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across three business segments: Global Private Equity, Global Credit and Global Investment Solutions. With $435 billion of assets under management as of June 30, 2024, Carlyle’s purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. Carlyle employs more than 2,200 people in 29 offices across four continents. Further information is available at www.carlyle.com. For more, follow Carlyle on X and LinkedIn.

Media contacts

Andrew Kenny, Global Corporate Communications
+44 7816 176120
andrew.kenny@carlyle.com

 

Brunswick Group:
David Ashton / George Ohyama

+81 80 9713 2020 / +81 80 7340 1015

carlylejp@brunswickgroup.com

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Innovestor Invests in Clair Scientific

Innovestor

Clair Scientific has developed a completely new type of microscope based on a novel imaging technology and cloud computing. The Danish startup now raises 12 million kroner from Innovestor and Danish investor EIFO.

The two founders, Hugh Simons and Anders Clemen Jakobsen, have been working on a microscope based on new imaging technology and cloud computing since 2009. In 2022, they founded Clair Scientific as a spinout from DTU.

The Danish startup has developed a product with patented technology that combines hardware, software, and new technology. The microscope, named ‘Z1’, is half the size of regular microscopes and significantly more affordable.

Innovestor sees great potential in the Danish life science startup:

“Clair Scientific’s patented technology brings the quality and capabilities of the best optical microscopes at a fraction of their cost to the end users whether in laboratories, research institutions or industry.  It also brings in new features in visualization and data collection.  This combination creates a huge commercial potential – the reason why Innovestor is keen to team up with the Clair Scientific team”, says Petri Laine, Partner at Innovestor.

Revolutionary microscope with great business potential

Clair Scientific’s product is much more affordable and more manageable than other microscopes on the market, providing significant business potential. The company is initially focusing on Denmark and the Øresund region but will soon be expanding to the rest of Europe and the USA.

“For us, this investment means we can set ourselves up with a unique position in the market; to significantly expand our technical and commercial teams, to make our product even better for life science research and, of course, to continue innovating new technologies and products that can be as accessible as possible,” says Hugh.

High costs for advanced laboratory equipment are an innovation-limiting barrier for researchers within numerous biotech and pharmaceutical companies, as well as many other life science startups. Clair Scientific addresses this with their innovative technology, which can be acquired at a significantly lower price than other advanced microscopes on the market today.

Earlier this year, the company won Danish Industry Foundation Entrepreneur Award ‘Danish Tech Challenge’, which since 2014 has helped technology-intensive hardware entrepreneurs further develop and grow.

Initially, the target group is research groups and smaller life science companies that stand to benefit the most from access to automation and new technology.

Read more about Clair Scientific at www.clairscientific.com

For additional information:

Petri Laine

Partner, Innovestor Venture Capital

petri.laine@innovestor.fi

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Blackstone Tactical Opportunities Announces Leadership Transition

Blackstone

Chris James Appointed Global Head of Tac Opps, David Blitzer to Transition to Chairman

Jas Khaira to be Head of Tac Opps Americas, Qasim Abbas to be Head of Tac Opps International

November 5, 2024, New York – Blackstone (NYSE: BX) announced today that Chris James – currently Chief Operating Officer (COO) and a founding member of Blackstone Tactical Opportunities (“Tac Opps”), with nearly two decades of experience at Blackstone – will become Global Head of Tac Opps. He will succeed David Blitzer, who will transition to chairman of the business at year end. Blackstone also today announced the elevation of two long-time senior Tac Opps partners to expanded leadership roles for the business. Jas Khaira will be Head of Tactical Opportunities Americas and Qasim Abbas will be Head of Tactical Opportunities International.

Blackstone launched its Tactical Opportunities platform in 2012 – a strategy the firm pioneered – to invest across the landscape of private investment opportunities outside of traditional private equity and private credit. Today, Tac Opps has $37 billion of assets under management and is the largest structured capital solutions platform in the world. The Tac Opps team invests globally across asset classes, industries, and geographies, seeking to deliver compelling risk-adjusted returns by identifying and executing on attractive, differentiated investment opportunities.

Steve Schwarzman, Co-Founder, Chairman, and CEO of Blackstone, and Jon Gray, President & COO of Blackstone, said: “Chris James is the ideal choice to lead Tac Opps. He helped found the business and has run it day-to-day alongside David since its inception – playing an integral role in its success. Tac Opps is thriving in the current environment and we are confident CJ, Jas, and Qasim will continue its strong momentum. We are also quite pleased that David – who has done a world-class job building the Tac Opps franchise from scratch – will continue as chairman of the business.”

Chris James said: “I am excited to take on this new position and, alongside my partners Qasim and Jas, lead the deeply talented Tactical Opportunities team. We believe Tac Opps’ differentiated platform – with scale and flexible capital that benefits from the vast intellectual capital across Blackstone – is incredibly well positioned to continue delivering highly compelling opportunities for our investors.”

David Blitzer said: “We are pleased to have three of our senior partners take on these new positions to further the growth and success of the business – illustrating the breadth and strength of the talent on our team. CJ, Jas, and Qasim have been part of Tac Opps since the beginning and are perfectly positioned to continue moving it forward to even greater heights.”

In additional to his role as COO of Tac Opps, Mr. James has also been instrumental in the launching several new businesses at Blackstone including its insurance platform, growth investing platform, and private equity strategy for individual investors. Prior to Tactical Opportunities in 2012, Mr. James had been involved in the execution of Blackstone strategic initiatives, including the firm’s IPO, and its investments in GSO (now Blackstone Credit and Insurance, “BXCI”) and Strategic Partners.

Mr. Abbas currently leads Tac Opps’ European business and joined Blackstone in 2012. Mr. Khaira has been at Blackstone for two decades and leads Tac Opps digital infrastructure investments. Both Mr. Abbas and Mr. Khaira are founding members of Tac Opps.

Last year, Blackstone announced the record close of Blackstone Tactical Opportunities Fund IV (“BTO IV”). Including other single-investor vehicles pursuing the same strategy, the combined BTO IV platform is currently expected to have nearly $10 billion of new capital in its fourth fundraising vintage. This is substantially higher than the BTO III platform and the largest-ever vintage of its kind. Recent investments in BTO IV include CoreWeave, a specialized provider of critical cloud infrastructure pioneering the AI revolution, and the music royalty platform Hipgnosis.

About Blackstone
Blackstone is the world’s largest alternative asset manager. We seek to deliver compelling returns for institutional and individual investors by strengthening the companies in which we invest. Our more than $1.1 trillion in assets under management include global investment strategies focused on real estate, private equity, infrastructure, life sciences, growth equity, credit, real assets, secondaries and hedge funds. Further information is available at www.blackstone.com. Follow @blackstone on LinkedIn, X (Twitter), and Instagram.

Contact
Matt Anderson
(518) 248-7310
Matthew.Anderson@blackstone.com

Categories: People

Hidden Harbor Capital Partners acquires Norplex Micarta; Its second platform investment in the specialty chemicals/materials sectors

Hidden harbour

Boca Raton, Florida, November 5, 2024 – Hidden Harbor Capital Partners (“Hidden Harbor”), an operationally focused private equity firm specializing in control investments in lower middle market companies, is pleased to announce the acquisition of Norplex Micarta from Industrial Dielectrics Holdings, Inc. Norplex Micarta is one of North America’s leading producers of high-performance thermoset composite materials.

Based in Postville, Iowa, Norplex Micarta has been a market leader in its niche for over 50 years.   By providing high quality technically advanced composites to unique customer specifications, Norplex Micarta has become the provider of choice for OEMs, fabricators, and distributors serving the electrification and industrial end markets.

“We are excited to partner with the Norplex Micarta team and build on the reputation they have earned. Further, this transaction demonstrates Hidden Harbor’s focus in the chemicals sector and our ability to successfully execute on corporate carveouts,” said Chris Paldino, Partner at Hidden Harbor.

“Hidden Harbor looks forward to providing operational and financial resources to support the Norplex Micarta team as they scale operations and execute on the company’s growth strategy,” said Benjamin Koch, Vice President at Hidden Harbor.

“It was important for our team to find a sponsor who shares our core values and vision for growth. I could not be more excited to partner with Hidden Harbor and their Portfolio Operations Group, which has a proven track record of executing corporate carveouts,” said Dennis Ford, President of Norplex Micarta.

Stellus Capital Management provided debt financing for the transaction and Configure Partners served as financing advisor to Hidden Harbor. TM Capital served as buyside financial advisor while DLA Piper served as legal advisor to Hidden Harbor. KeyBanc Capital Markets served as financial advisor to Industrial Dielectrics Holdings. Terms of the transaction were not disclosed.

About Norplex Micarta

Norplex Micarta is one of North America’s leading producers of thermoset composite prepregs, sheets, and shapes. These hybrid and multi-material solutions are prized for their design flexibility, consistency, and value. From the global headquarters in Postville, Iowa to their satellite plant in Changzhou, China, the Company works directly with OEMs and other consumers of composite materials to develop new materials to solve unique challenges. With a history of more than 100 years, the Company’s legacy of innovation, quality, and unparalleled service make Norplex Micarta the partner of choice for thermoset composites. For more information visit  https://www.norplex-micarta.com.

About Hidden Harbor Capital Partners

Hidden Harbor Capital Partners is a private equity firm which helps create business success stories by building teams focused on execution. We believe that great companies are built on a strong group of people as their foundation, and that businesses succeed when they are intensely focused on executing a small set of well-defined objectives. Hidden Harbor currently has over $1.9 billion of assets under management and is investing out of its second fund, an $450 million vehicle. To learn more, visit www.hh-cp.com and our page on LinkedIn.

###

Media Contact
Julia Bennett: (904) 534-4468 / jbennett@hh-cp.com

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Simplifying Observability for Developers Everywhere: Our Investment in Dash0

Accel

Simplifying Observability for Developers Everywhere: Our Investment in Dash0

Observability – the ability to track the telemetry data that applications produce, such as metrics, logs, and traces – is one of the most powerful tools a developer can have at their disposal, and represents a $50B market opportunity. Analyzing telemetry data helps businesses to improve performance, reliability and user experience, and the launch of OpenTelemetry in 2019 made this even easier by providing universal open-source standards for data measurement. Despite this, OpenTelemetry’s potential is mostly untapped, with legacy observability tools favoring outdated, proprietary data collection methods that cannot be understood by other tools. The result is a poor user experience, data that can’t be contextualized, and high, unpredictable costs based on inconsistent standards.

Mirko Novakovic, Ben Blackmore, Miel Donkers, Marcel Birkner and Michele Mancioppi set out to change this and founded Dash0, the first observability tool that is OpenTelemetry-native. After seeing the opportunity to accelerate the adoption of OpenTelemetry in the software market, Mirko, Ben, Miel, Marcel and Michele built Dash0 from the ground up on top of these standards to empower developers with an observability framework that is easier to install, integrate, and use than legacy alternatives. Users have access to an intuitive UI, thanks to fully-customizable dashboards, while the platform also fully-supports PromQL and Perses, giving developers complete flexibility to query and visualize their observability data in real time. Integrations with Slack, email, and custom webhooks support easy, proactive monitoring and alerting.

Dash0’s OpenTelemetry-native approach means that it is the only observability tool that does not generate proprietary data for its customers, instead providing visibility of vendor-agnostic performance data that is standardized and fully contextualized. This prevents observability costs from spiraling, instead allowing transparent, real-time pricing based on standardized units of observability data generated by Dash0 users. Customers pay Dash0 based on the count of data they send, meaning they know exactly when and how charges are incurred. The Dash0 platform has also been built to prioritize trust and security, and is already SOC 2 Type 2 certified – one of the most rigorous information security standards – and GDPR-compliant, meaning that users’ telemetry data remains completely private.

Since its inception in 2023, Dash0 has already gained impressive momentum. Its team has grown to more than 20 people and early design customers, including catchHR, ChargeTrip and Porsche Digital, have come on board following Dash0’s early beta launch in September. Mirko is also no stranger to the Accel team as he previously founded observability company Instana, which became part of the Accel family following our investment in 2017 and was acquired by IBM in 2020. Back then, it was clear that Mirko was not only an exceptional entrepreneur but a genuine leader in the tech community – not only in Solingen where Instana was founded but globally. We’re delighted to be partnering with Mirko and the Dash0 team on their mission to simplify observability for developers everywhere.

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International expansion of Atlassian offering: TIMETOACT GROUP portfolio company catworkx announces acquisition of EverIT

Equistone

catworkx, one of Europe’s largest Atlassian Platinum and Enterprise Solution partners and part of Equistone Partners Europe-backed TIMETOACT GROUP, is acquiring EverIT, a specialised Hungarian-based Atlassian Partner. The acquisition will expand catworkx’s market position in Central and Eastern Europe (CEE) and strengthen TIMETOACT GROUP’s global consulting portfolio.

TIMETOACT GROUP, headquartered in Cologne, comprises specialised IT companies across 28 locations in Germany, Austria and Switzerland, as well as in Latvia, Malaysia, Singapore, Spain, Ukraine and the USA. With over 1,300 employees and a comprehensive portfolio of software and consulting services, the digitisation expert primarily concentrates on enterprise and Fortune 1,000 companies, alongside public institutions. The takeover of EverIT, which is the ninth successful acquisition made by TIMETOACT GROUP since Equistone funds acquired a majority stake in the business in June 2021, represents a continuation of the group’s ambitious international growth strategy.

catworkx is a leading partner for Enterprise Integration on the Atlassian platform, an Atlassian Marketplace app vendor and a training provider across the EMEA region. Following its integration into TIMETOACT GROUP in May 2022, catworkx has further strengthened its capabilities through mergers with Atlassian partners brainbits, STAGIL and Zuara. Today, the combined catworkx group has over 200 highly qualified employees across Germany, Austria, Switzerland, Spain, Ukraine and the USA. Its expert team provides tailored, industry-specific solutions, leveraging synergies with the wider TIMETOACT GROUP to offer customers innovative, scalable and standards-driven services.

EverIT, founded in 2008, is a Budapest-based specialised Atlassian Partner focused on providing high-quality software solutions and IT services within the Atlassian ecosystem. The company leverages innovative technologies to address clients’ specific business needs, with a strong emphasis on simplicity and thorough business analysis. EverIT is dedicated to helping organisations maximise the potential of Atlassian products through tailored solutions, working in an agile and collaborative manner to ensure seamless alignment with client goals.

catworkx and EverIT have a long-standing partnership and successful track record of executing joint projects. This merger represents the next strategic step in this partnership, with the transaction providing catworkx with a strong foothold in CEE and EverIT with access to a global Atlassian ecosystem. EverIT will become catworkx Hungary and support global projects as well as the expansion of catworkx in the CEE region.

“I am particularly pleased that EverIT and catworkx are now coming together and joining forces in Hungary and Eastern Europe. EverIT directly complements the existing capabilities of catworkx, and this acquisition will consolidate our position as the leading Atlassian partner in both the DACH region and wider Europe,” says Michael Lüer, CEO of catworkx.

“The fact that the long-standing partnership between catworkx and EverIT has evolved into catworkx Hungary shows that we offer IT service providers an attractive home and ideal partner for developing their business going forward. We look forward to growing our presence in the CEE market and working together on joint projects globally,” says Frank Fuchs, Co-Managing Director of TIMETOACT GROUP.

Ferenc Molnár, Founder of EverIT, adds: “We have enjoyed collaborating with the catworkx team and recognise them as a forward-thinking, 21st-century company. With their global reach and innovative approach, catworkx is on track to become a leading global Atlassian provider. The EverIT team is excited to now be a part of this journey. With the resources and network of both catworkx and TIMETOACT GROUP at our disposal, we will not only create value for our customers more efficiently and on a larger scale but also offer excellent career opportunities for our team members.”

Moritz Treude, Director at Equistone, comments: “With this acquisition, the ninth since Equistone funds acquired a majority stake in the business, TIMETOACT GROUP continues its strong growth trajectory. This partnership with EverIT marks an important step for the group – not only in terms of providing access to the fast-growing Central and Eastern European market but also in its development into a leading global Atlassian player.”

Frank Fuchs, Christian Koch and Christian Reifenhäuser are responsible for the transaction on the part of TIMETOACT GROUP. TIMETOACT GROUP was advised during the transaction by bnt attorney in CEE (Legal), Impact Advisory (Financial & Tax), and McDermott Will & Emery Rechtsanwälte Steuerberater (Legal, Antitrust Law). The EverIT shareholders were advised during the transaction by Dr. Schadt Kata (Legal).

The merger remains subject to approval by the relevant competition authorities.

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Categories: News

ATSG to be Acquired by Stonepeak for $3.1 Billion

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Stonepeak

ATSG Shareholders to Receive $22.50 Per Share in Cash

WILMINGTON, Ohio and NEW YORK — November 4, 2024 – Air Transport Services Group, Inc. (NASDAQ:ATSG),  a global leader in medium widebody freighter aircraft leasing, air transport operations, and support services, today announced that it has entered into a definitive agreement to be acquired by Stonepeak, a leading alternative investment firm specializing in infrastructure and real assets, in an all-cash transaction with an enterprise valuation of approximately $3.1 billion.

Under the terms of the definitive agreement, which was unanimously approved by ATSG’s Board of Directors, holders of ATSG’s common shares will receive $22.50 per share in cash. The purchase price represents a premium of approximately 29.3% over ATSG’s closing share price on November 1, 2024, the last full trading day prior to this announcement, and a 45.5% premium over ATSG’s volume-weighted average price (VWAP) over the prior ninety trading days. Upon completion of the transaction, ATSG’s shares will no longer trade on NASDAQ, and ATSG will become a private company.

Joe Hete, Executive Chairman of ATSG’s Board of Directors, said, “The agreement with Stonepeak will deliver immediate and certain cash value to ATSG’s shareholders at a substantial premium to recent market prices. With a history dating back to 1980, we are excited to reach this important milestone in our journey. Since going public in 2003, ATSG has diversified and expanded its portfolio of companies and services, becoming a global leader in midsize freighter leasing and flying, as well as a leading supplemental provider of passenger transport for the U.S. Department of Defense and other agencies. Following the Board’s careful evaluation of the transaction, we are confident it is the best path forward and maximizes value for ATSG’s shareholders, while also benefiting our employees, customers, partners, communities and other stakeholders.”

“This transaction reflects the tremendous value of our fleet of in-demand midsize freighter and passenger aircraft, and the strength of our talented teams across ATSG’s businesses,” said Mike Berger, Chief Executive Officer of ATSG. “In Stonepeak, we have found a partner that recognizes the power of our Lease+Plus strategy to provide comprehensive aircraft leasing and operating solutions to our customers. With Stonepeak’s investment and extensive expertise in transportation and logistics and asset leasing, ATSG will be well positioned to further expand its global presence in the air cargo leasing market and enhance its service offerings to customers. We would like to thank our employees for helping us achieve this significant milestone and for their continued dedication as we prepare to enter this new chapter as a private company.”

“ATSG plays a fundamental role in enabling the growth of e-commerce globally in a world that continues to shift away from brick-and-mortar shopping,” said James Wyper, Senior Managing Director and Head of Transportation & Logistics at Stonepeak. “ATSG’s deep relationships with some of the world’s largest e-commerce companies and integrators, combined with the scale and capacity of their fleet and relentless focus on safety and on-time performance, gives us confidence in the Company’s trajectory as a sector leader.”

Graham Brown, Managing Director at Stonepeak, added, “We look forward to supporting the team at ATSG to help take the business to the next level as a private company, and are excited about this addition to our North American infrastructure investment strategy.”

Approvals and Timing

The transaction is expected to close in the first half of 2025, subject to customary closing conditions, including approval of ATSG’s shareholders and receipt of regulatory approvals. The transaction has fully committed equity financing from funds affiliated with Stonepeak and fully committed debt financing. The transaction is not subject to a financing condition.

The definitive agreement includes a “go-shop” period. Under the terms of the merger agreement, ATSG may solicit proposals from third parties for a period of 35 days continuing through December 8, 2024, and in certain cases for a period of 50 days continuing through December 23, 2024. In addition, ATSG may, at any time prior to receipt of shareholder approval, subject to the provisions of the merger agreement, respond to unsolicited proposals that constitute or would reasonably be expected to result in a superior proposal. ATSG will have the right to terminate the merger agreement with Stonepeak to enter into a superior proposal subject to the terms and conditions of the merger agreement, including payment of a customary termination fee. There can be no assurance that the solicitation process will result in a superior proposal or that any other transaction will be approved or completed. ATSG does not intend to disclose developments with respect to this solicitation process unless and until its Board of Directors determines such disclosure is appropriate or otherwise required.

Third Quarter 2024 Results

As previously announced, ATSG will release its financial results for the third quarter of 2024 prior to market opening on the morning of November 8, 2024 and file its 10-Q after market close on that same day.  ATSG’s results and filing will be accessible via the ATSG corporate website at https://www.atsginc.com/investors. In light of the transaction with Stonepeak, ATSG has cancelled the earnings conference call previously scheduled for November 8, 2024. ATSG does not plan to hold earnings conference calls during the pendency of the transaction.

Advisors

Goldman Sachs & Co. LLC is acting as exclusive financial advisor to ATSG. Davis Polk & Wardwell LLP and Vorys, Sater, Seymour & Pease LLP are acting as legal counsel to ATSG.

Evercore is acting as financial advisor to Stonepeak. Simpson Thacher & Bartlett LLP and Hogan Lovells US LLP are acting as legal counsel to Stonepeak.

About Air Transport Services Group

Air Transport Services Group (ATSG) is a premier provider of aircraft leasing and cargo and passenger air transportation solutions for both domestic and international air carriers, as well as companies seeking outsourced airlift services. ATSG is the global leader in freighter aircraft leasing with a fleet that includes Boeing 767, Airbus A321, and soon, Airbus A330 converted freighters. ATSG’s unique Lease+Plus aircraft leasing opportunity draws upon a diverse portfolio of subsidiaries including three airlines holding separate and distinct U.S. FAA Part 121 Air Carrier certificates to provide air cargo lift, and passenger ACMI and charter services. Complementary services from ATSG’s other subsidiaries allow the integration of aircraft maintenance, airport ground services, and material handling equipment engineering and service. ATSG subsidiaries comprise ABX Air, Inc.; Airborne Global Solutions, Inc.; Airborne Maintenance and Engineering Services, Inc., including its subsidiary, Pemco World Air Services, Inc.; Air Transport International, Inc.; Cargo Aircraft Management, Inc.; LGSTX Services, Inc.; and Omni Air International, LLC. For further details, please visit www.atsginc.com.

About Stonepeak

Stonepeak is a leading alternative investment firm specializing in infrastructure and real assets with approximately $70 billion of assets under management. Through its investment in defensive, hard-asset businesses globally, Stonepeak aims to create value for its investors and portfolio companies, with a focus on downside protection and strong risk-adjusted returns. Stonepeak, as sponsor of private equity and credit investment vehicles, provides capital, operational support, and committed partnership to grow investments in its target sectors, which include communications, energy and energy transition, transport and logistics, and real estate. Stonepeak is headquartered in New York with offices in Houston, London, Hong Kong, Seoul, Singapore, Sydney, Tokyo, and Abu Dhabi. For more information, please visit www.stonepeak.com.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Except for historical information contained in this communication, the matters discussed herein contain forward-looking statements that involve risks and uncertainties. Such statements are provided under the “safe harbor” protection of the Act. Forward-looking statements include, but are not limited to, statements regarding anticipated operating results, prospects and aircraft in service, technological developments, economic trends, expected transactions and similar matters. The words “may,” “believe,” “expect,” “anticipate,” “target,” “goal,” “project,” “estimate,” “guidance,” “forecast,” “outlook,” “will,” “continue,” “likely,” “should,” “hope,” “seek,” “plan,” “intend” and variations of such words and similar expressions identify forward-looking statements. Similarly, descriptions of the Company’s objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements are susceptible to a number of risks, uncertainties and other factors. While the Company believes that the assumptions underlying its forward-looking statements are reasonable, investors are cautioned that any of the assumptions could prove to be inaccurate and, accordingly, the Company’s actual results and experiences could differ materially from the anticipated results or other expectations expressed in its forward-looking statements.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements regarding the transactions contemplated by the Agreement and Plan of Merger, by and among the Company, Stonepeak Nile Parent LLC and Stonepeak Nile MergerCo Inc. (the “Transaction”), including the expected time period to consummate the Transaction, the anticipated benefits (including synergies) of the Transaction and integration and transition plans, opportunities, anticipated future performance, expected share buyback programs and expected dividends. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of Air Transport Services Group, Inc. (the “Company”), that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to, the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement; the possibility that the Company’s stockholders may not approve the Transaction; the risk that the anticipated tax treatment of the Transaction is not obtained; the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the Transaction; the risk that any announcements relating to the Transaction could have adverse effects on the market price of the Company’s common stock; the risk that the Transaction and its announcement could have an adverse effect on the parties’ business relationships and business generally, including the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, shareholder, regulatory and other stakeholder approvals and support; the risk of unexpected future capital expenditures; the risk of potential litigation relating to the Transaction that could be instituted against the Company or its directors and/or officers; the risk associated with third party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the Transaction which are not waived or otherwise satisfactorily resolved; the risk of rating agency actions and the Company’s ability to access short- and long-term debt markets on a timely and affordable basis; the risk of various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, cybersecurity attacks, security threats and governmental response to them, and technological changes; the risks of labor disputes, changes in labor costs and labor difficulties; and the risks resulting from other effects of industry, market, economic, legal or legislative, political or regulatory conditions outside of the Company’s control.  All such factors are difficult to predict and are beyond our control, including those detailed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/894081/000089408124000016/atsg-20231231.htm), quarterly reports on Form 10-Q and other documents subsequently filed by the Company with the Securities Exchange Commission (“SEC”) and that are available on the Company’s website at https://www.atsginc.com/investors/reports-and-filings/sec-filings and at https://www.sec.gov/edgar/browse/?CIK=894081&owner=exclude. The Company’s forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not prove to be accurate. Other unpredictable or factors not discussed in this communication could also have material adverse effects on forward-looking statements.  The Company does not assume an obligation to update any forward-looking statements, except as required by applicable law. These forward-looking statements speak only as of the date hereof.

 Additional Information and Where to Find It

In connection with the Transaction, the Company will file with the SEC a proxy statement on Schedule 14A (the “Proxy Statement”). The definitive version of the Proxy Statement will be sent to the stockholders of the Company seeking their approval of the Transaction and other related matters.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT ON SCHEDULE 14A WHEN IT BECOMES AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE THEREIN AND ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE COMPANY, THE TRANSACTION AND RELATED MATTERS.

Investors and security holders may obtain free copies of these documents, including the Proxy Statement, and other documents filed with the SEC by the Company through the website maintained by the SEC at https://www.sec.gov/edgar/browse/?CIK=894081&owner=exclude.  Copies of documents filed with the SEC by the Company will be made available free of charge by accessing the Company’s website at https://atsginc.com/investors or by contacting the Company via email by sending a message to investor.relations@atsginc.com.

 Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Transaction under the rules of the SEC. Information about the interests of the directors and executive officers of the Company and other persons who may be deemed to be participants in the solicitation of stockholders of the Company in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement related to the Transaction, which will be filed with the SEC. Information about the directors and executive officers of the Company and their ownership of the Company common stock is also set forth in the Company’s definitive proxy statement in connection with its 2024 Annual Meeting of Stockholders, as filed with the SEC on April 11, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/894081/000114036124019362/ny20017081x1_def14a.htm) and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/894081/000089408124000016/atsg-20231231.htm). Information about the directors and executive officers of the Company, their ownership of the Company common stock, and the Company’s transactions with related persons is set forth in the sections entitled “Directors, Executive Officers and Corporate Governance,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Stockholder Matters” included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/894081/000089408124000016/atsg-20231231.htm), and in the sections entitled “Corporate Governance and Board Matters,” and “Stock Ownership of Management,” included in the Company’s definitive proxy statement in connection with its 2024 Annual Meeting of Stockholders, as filed with the SEC on April 11, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/894081/000089408124000016/atsg-20231231.htm).  Additional information regarding the interests of such participants in the solicitation of proxies in respect of the Transaction will be included in the Proxy Statement and other relevant materials to be filed with the SEC when they become available These documents can be obtained free of charge from the SEC’s website at www.sec.gov.

 No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Contact:

ATSG

Quint O. Turner, Chief Financial Officer
Air Transport Services Group, Inc.
(937) 366-2303

Michael Freitag / Mahmoud Siddig / Rachel Goldman
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

Stonepeak
Kate Beers / Maya Brounstein
Corporate Communications
corporatecomms@stonepeak.com
(212) 907-5100

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