Category Archives: News

GIP Development sells Blaupunkt brand

Aurelius Capital

Munich/Luxembourg, June 30, 2023 – GIP Development SARL, an AURELIUS entity, announces the disposal of the Blaupunkt brand to Established. (USA), a private equity backed brand licensing company with broad industry expertise globally. Both parties have agreed not to disclose the purchase price.

The Blaupunkt brand was established in 1924 near Berlin, manufacturing audio products such as headphones. In 2023, the Blaupunkt brand still possesses a strong reputation for producing high-quality consumer lifestyle and electronic products within an affordable price range. Blaupunkt provides a secure and reliable licensing platform, enabling business partners to source, distribute, market and price their products.

Established. is a US-based creative licensing company. AURELIUS Equity Opportunities is confident that Established. will be a reliable partner that is able to sustain the growth path of the Blaupunkt brand and help it expand on a global basis.

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Thompson Street Capital Partners Platform Gurobi Optimization Completes Acquisition of October Sky

Thompson

Thompson Street Capital Partners (TSCP), a private equity firm based in St. Louis, announced today that TSCP portfolio company Gurobi Optimization (“Gurobi”), a provider of decision intelligence technology, has acquired October Sky, a Japan-based provider of mathematical optimization services and custom solutions. Terms of the transaction were not disclosed.

Gurobi’s acquisition of October Sky marks a significant milestone in the growth and expansion of both companies. This strategic move will allow Gurobi to leverage October Sky’s extensive expertise and experience in mathematical optimization services. The combined forces of Gurobi and October Sky will empower customers across industries to tackle complex business challenges efficiently and effectively. As the sole distributor of Gurobi Optimizer in Japan, October Sky has fostered a strong and collaborative partnership with Gurobi for more than 13 years.

Mr. Shigeru Watada, President and Co-Founder of October Sky, said, “Joining forces with Gurobi presents an incredible opportunity to expand our reach and accelerate the adoption of mathematical optimization technology in Japan. We are excited to bring our consulting services and training programs to a wider audience, ultimately empowering organizations to optimize their operations and achieve sustainable growth.”

“Acquiring October Sky is a key step in our commitment to helping customers make smarter, faster decisions with our industry-leading decision intelligence technology, ” said Duke Perrucci, CEO of Gurobi. “Their deep knowledge and experience in mathematical optimization, combined with our industry-leading software and expertise, will enable us to further enhance our offerings and better serve customers in Japan and in the Asia Pacific region.”

Craig Albrecht, TSCP Managing Director, said, “We are pleased to announce the acquisition of October Sky as the first add-on acquisition for Gurobi. The deep expertise and skill of the October Sky team represents a unique opportunity for Gurobi to expand its presence in Japan and reach both customers and users more directly.”

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KKR Enters into Amended Definitive Merger Agreement with CIRCOR International at $56.00 Per Share in Cash

KKR

Board of Directors Concludes that KKR’s Enhanced Proposal Provides Clear, Direct and Unambiguous Path to Regulatory Approval and Timely Completion and is in Best Interests of Stockholders

Stockholders Potentially Receive Additional Cash Consideration if Transaction Not Closed by October 31, 2023

BURLINGTON, Mass.–(BUSINESS WIRE)–CIRCOR International, Inc. (“CIRCOR” or the “Company”) (NYSE: CIR) today announced that it has amended its definitive merger agreement (the “Amended Agreement”) with affiliates of investment funds managed by KKR (such affiliates are referred to herein as “KKR”) to acquire the Company for $56.00 per share in cash, an increase of 9.8% over KKR’s bid of $51.00 per share on June 26, 2023, and a 76.8% premium to the Company’s unaffected stock price on June 2, 2023. KKR will provide a full equity backstop for the consummation of the merger.

Under the terms of the Amended Agreement, in addition to receiving $56.00 per share, CIRCOR stockholders will, subject to certain conditions, receive additional cash consideration from KKR if the transaction has not closed by October 31, 2023. The maximum aggregate amount of the “ticking fee” would be $1 per share, with the actual amount accruing on a prorated daily basis between November 1, 2023 and December 31, 2023, subject to adjustment if the filing of the CIRCOR proxy statement, prepared in connection with the merger, is delayed.

CIRCOR’s Board of Directors (the “Board”) received the Amended Agreement from KKR on June 29, 2023, following receipt of an unsolicited, binding acquisition proposal from Arcline Investment Management LP (“Arcline”) to acquire CIRCOR for $57.00 in cash. Consistent with its fiduciary responsibilities, the Board, in consultation with its outside legal and financial advisors, carefully reviewed the unsolicited proposal and the further amended proposal from KKR.

The CIRCOR Board unanimously concluded that the difference in price contemplated by the Arcline proposal is more than offset by the increased deal certainty associated with KKR’s Amended Agreement. KKR’s Amended Agreement also offers greater financing certainty and a clearer and faster path to receiving anticipated antitrust approvals. In the Board’s view, the time value of money considerations, along with KKR’s ticking fee, more than sufficiently addresses the $1 difference in the price per share.

The Company expects to file preliminary proxy materials with the U.S. Securities and Exchange Commission next week, which will provide further detail regarding the Board’s decision, its strategic progress, and additional information related to the Amended Agreement.

“The Board unanimously believes that KKR’s revised and enhanced proposal is in the best interests of our stockholders, provides certainty of closing on an expedited timetable, and significantly benefits our employees, customers and other stakeholders around the world,” said CIRCOR Board Chair Helmuth Ludwig. “Throughout this process, we have focused singularly on unlocking the incremental value of this outstanding global organization. With the additional value, anticipated timely closing and a clear and direct regulatory path, the KKR agreement achieves that commitment.”

The Board unanimously supports the Amended Agreement with KKR and recommends that stockholders vote in favor of the amended KKR transaction. The transaction remains on track to close in the fourth quarter of 2023, and KKR and CIRCOR submitted their Hart-Scott-Rodino filings on June 20, 2023. The transaction remains subject to the receipt of approval from the Company’s stockholders and certain required regulatory approvals, as well as the satisfaction of other customary closing conditions.

Advisors

Evercore, J.P. Morgan Securities LLC, and Ropes & Gray LLP are serving as advisors to CIRCOR.

About CIRCOR International, Inc.

CIRCOR International, Inc. is one of the world’s leading providers of mission critical flow control products and services for the Industrial and Aerospace & Defense markets. The Company has a product portfolio of market-leading brands serving its customers’ most demanding applications. CIRCOR markets its solutions directly and through various sales partners to more than 14,000 customers in approximately 100 countries. The Company has a global presence with approximately 3,100 employees and is headquartered in Burlington, Massachusetts. For more information, visit the Company’s investor relations website at http://investors.circor.com.

Additional Information and Where to Find It

This press release relates to the proposed acquisition of CIRCOR by Cube BidCo, Inc. (“Parent”). This press release does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, CIRCOR plans to file with the U.S. Securities and Exchange Commission (the “SEC”) and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction. CIRCOR may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document that may be filed by CIRCOR with the SEC.

BEFORE MAKING ANY VOTING DECISION, CIRCOR’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY CIRCOR WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.

Any vote in respect of resolutions to be proposed at a CIRCOR stockholder meeting to approve the proposed transaction or related matters, or other responses in relation to the proposed transaction, should be made only on the basis of the information contained in CIRCOR’s proxy statement. Stockholders may obtain a free copy of the proxy statement and other documents CIRCOR files with the SEC (when available) through the website maintained by the SEC at www.sec.gov. CIRCOR makes available free of charge on its investor relations website at investors.circor.com copies of materials it files with, or furnishes to, the SEC.

The proposed transaction will be implemented solely pursuant to the Agreement and Plan of Merger, by and among CIRCOR, Cube Merger Sub, Inc. and Parent, dated as of June 5, 2023, as amended as of June 26, 2023 and June 29, 2023 (the “Merger Agreement”), which contains the full terms and conditions of the proposed transaction.

Participants in the Solicitation

CIRCOR and certain of its directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from CIRCOR’s stockholders in connection with the proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of CIRCOR’s directors and executive officers in CIRCOR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 15, 2023. To the extent the holdings of CIRCOR’s securities by CIRCOR’s directors and executive officers have changed since the amounts set forth in CIRCOR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Investors may obtain additional information regarding the interests of participants in the solicitation of proxies from CIRCOR’s stockholders in connection with the proposed transaction, which may, in some cases, be different than those of CIRCOR’s stockholders generally, by reading the proxy statement relating to the proposed transaction when it is filed with the SEC and other materials that may be filed with the SEC in connection with the proposed transaction when they become available. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov and the investor relations page of the CIRCOR’s website at investors.circor.com.

Cautionary Statement Regarding Forward Looking Statements

This press release includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those implied by the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of the Company and members of its senior management team and can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the proposed transaction with KKR, including timing to closing, the timing for filing the proxy statement, financing certainty and the path to obtaining regulatory approvals. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: whether the third party will continue to pursue a transaction with the Company and if so if the proposal will lead to a superior proposal; uncertainties as to the timing of the merger; uncertainties as to how many of the Company’s stockholders will vote their stock in favor of the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; the ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to the consummation of the proposed transaction, including the ability to secure regulatory approvals and stockholder approval on the terms expected, at all or in a timely manner; the effects of the transaction (or the announcement or pendency thereof) on relationships with associates, customers, manufacturers, suppliers, employees (including the risks relating to the ability to retain or hire key personnel), other business partners or governmental entities; transaction costs; the risk that the merger will divert management’s attention from the Company’s ongoing business operations or otherwise disrupts the Company’s ongoing business operations; changes in the Company’s businesses during the period between now and the closing; certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; risks associated with litigation relating to the proposed transaction; inability to achieve expected results in pricing and cost cut actions and the related impact on margins and cash flow; the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures; the remediation of the material weaknesses in the Company’s internal controls over financial reporting or other potential weaknesses of which the Company is not currently aware or which have not been detected; the uncertainty associated with the current worldwide economic conditions and the continuing impact on economic and financial conditions in the United States and around the world, including as a result of COVID-19, rising inflation, increasing interest rates, natural disasters, military conflicts, including the conflict between Russia and Ukraine, terrorist attacks and other similar matters, and other risks and uncertainties detailed from time to time in documents filed with the SEC by the Company, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K. All forward-looking statements are based on information currently available to the Company and the Company assumes no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by applicable law. The information set forth herein speaks only as of the date hereof.

Contacts

Scott Solomon
Sharon Merrill Associates, Inc.
(857) 383-2409
CIR@investorrelations.com

Categories: News

Ratos companies Vestia Construction Group and HENT AS are building Kaj 16 – a new wooden landmark that will redefine the skyline of Gothenburg

Ratos

Ratos companies Vestia Construction Group (which is part of SSEA Group) and HENT AS are building, together with Vasakronan, Kaj 16 – a new landmark in Gothenburg. The construction cost for Kaj 16 is expected to amount to approximately SEK 1.6 billion, of which a significant part has been allocated to Vestia and HENT.

Kaj 16 was designed by the Danish architectural firm Dorte Mandrup and, at 78 meters, will be Gothenburg’s tallest wooden building. The project will be carried out in partnering and the objective is to minimize climate and environmental impact and to achieve certification according to LEED Platinum.

“This is a fantastically fun and developing project for both Vestia and HENT. Kaj 16 will be a project at the forefront of many current issues, including wooden construction, circularity, and digitization. We are now in the starting pits for projecting system action and continued calculation work. When the ground contract is complete, we will start the construction, according to the plan, it will be in the fall of 2024. Kaj 16 is planned to be completed in the summer of 2027,” says Christian Wieland, CEO of SSEA Group and board member of HENT AS.

“We are proud to have been trusted to build another landmark, also in partnering, which is something Vestia is really recognized as knowledgeable and at the forefront of. To also be able to do it together with HENT AS, and to realize the fine synergies that exist in the Ratos Group, is a big bonus. We have won the contract in tough competition with tough conditions in the operational environment ​​as a backdrop, which is really a quality stamp for the company, says Christian Johansson Gebauer, chairman of SSEA Group and HENT AS, and President, Business Area Construction & Services, Ratos.

About Vestia Construction Group
Vestia is active in the Gothenburg region with, among other things, the newly opened Åbybadet, the SEEL research center and the unique combination school + nursing home in Sandarna in the project portfolio.

About Hent AS
HENT AS has been the general contractor for many complex wooden house buildings, for example the world’s tallest wooden building Mjøstårnet (85.4 m), located approx. 120 km outside Oslo, and the Nordic region’s largest wooden house, Sara Kulturhus in Skellefteå.

For more information, please contact
Christian Wieland, CEO SSEA Group, +46 70 654 09 30
Josefine Uppling, VP Communication, Ratos, +46 76 114 54 21

About Ratos
Ratos is a business group consisting of 16 companies divided into three business areas: Construction & Services, Consumer and Industry. The companies have approximately SEK 30 billion in net sales (LTM). Our business concept is to own and develop companies that are or can become market leaders. We have a distinct corporate culture and strategy – everything we do is based on our core values: Simplicity, Speed in execution and It’s All About People. We enable independent companies to excel by being part of something larger. People, leadership, culture and values are key focus areas.

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Panelto Foods establishes UK and Ireland platform within 3i-backed European Bakery Group

3I

3i Group plc (“3i”) today announces that Panelto Foods, an Irish bakery group specialised in bake-off artisan breads, will join European Bakery Group, establishing the UK and Ireland platform within the pan-European bakery group.

European Bakery Group was formed in May 2023 with the combination of Dutch Bakery, a leading bakery group specialised in home bake-off bread and snack products, and coolback, a leading German-based bakery group specialised in bake-off bread. Dutch Bakery, coolback and Panelto Foods will be key pillars of the European Bakery Group going forward.

Panelto Foods has a leading position in the UK and Ireland across its key product categories of pre-packed thaw and display rolls, bake-off sandwich breads and rolls, and bake-off loaves as well as baguettes. The company benefits from state-of-the-art production facilities and has long-term relationships with key retailers in its markets, driven by its high-quality products, product innovation and market-leading service levels.

The enlarged group will benefit from a complementary product assortment and customer base across Europe. The combination will enable European Bakery Group to capitalise on its capabilities to offer an innovative, high-quality and comprehensive product assortment to its customers, which is produced sustainably and with natural ingredients at its core.

Brian O’Grady, CEO Panelto Foods, said: “We are delighted to be joining European Bakery Group. Together, we will be able to reach new markets, capitalise further on the growth opportunities within the UK, Ireland and Europe and benefit from the size and scale of the combined platform.”

Raoul Vorage, CEO European Bakery Group, said: “Panelto Foods is an excellent fit for European Bakery Group with complementary product assortments and geographies. We look forward to partnering with Panelto Foods and continue to execute on the international growth strategy of European Bakery Group.”

Bastiaan Peer, Partner 3i, said: “The combination of coolback, Dutch Bakery and Panelto Foods firmly establishes a high-quality pan-European platform in the fragmented European private label market for bake-off bread, which has been at the core of our original investment thesis. With Panelto Foods, European Bakery Group further expands its footprint, diversifies its customer base, and further strengthens the platform for continued organic as well as inorganic growth.”

The transaction is subject to customary merger clearance.

-ENDS-

Download this press release   

For further information, contact:

3i Group plc

Kathryn van der Kroft

Media enquiries

 

Silvia Santoro

Shareholder enquiries

  

Tel: +44 20 7975 3021

Email: kathryn.vanderkroft@3i.com

 

Tel: +44 20 7975 3258

Email: silvia.santoro@3i.com

Notes to editors:

About 3i Group
3i is a leading international investment manager focused on mid-market Private Equity and Infrastructure. Its core investment markets are northern Europe and North America.

About European Bakery Group
European Bakery Group is a pan-European bakery platform specialised in bake-off bread and snack products. The company is headquartered in Tilburg and currently operates nine bakeries across the Netherlands and Germany.

About Panelto Foods
Headquartered in Longford, Ireland, Panelto Foods is an industrial manufacturer of frozen par-baked bread products, specialising in pre-packed thaw and display rolls, bake-off sandwich breads and rolls, as well as artisan bake-off loaves and baguettes. Founded in 2004, and undergoing a major expansion in 2018 with the support of Enterprise Ireland and the Irish Strategic Investment Fund, Panelto has grown into a key player in the UK and Ireland bake-off bread market. The company employs more than 300 employees across two state-of-the-art bakeries with a total of three production lines, which produce more than 5 million bread items per week.

Regulatory information
This transaction involved a recommendation of 3i Investments plc, advised by 3i Benelux.

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Oiva Health Group acquires eHealth software provider, Movendos

Main Capital Partners

Oiva Health Group, formerly VideoVisit, strengthens its market position with the acquisition of Finnish eHealth software provider, Movendos.

Software provider for virtual healthcare, Oiva Health Group, formerly VideoVisit, is on course for growth and strengthens its market position with the acquisition of Finnish eHealth software provider, Movendos. This move marks the second acquisition since the partnership with Main Capital Partners in March 2022. Prior to Movendos, Oiva Health Group acquired Danish telehealth software provider Applikator in May of this year, the first step in the group’s internationalization journey. The strategic acquisition of Movendos brings Oiva Health Group another step closer to becoming a leading provider of software services for virtual healthcare and digital clinics in Northwestern Europe.

Movendos is a Finnish eHealth company headquartered in Tampere, which offers solutions for remote appointments and communication, appointment bookings, health screening and surveys, remote coaching tools and a collaboration portal. The company has established a strong position in the Finnish private sector with customers consisting mainly of private clinics and occupational healthcare providers. For over a decade, Movendos has been servicing clients within the healthcare market, such as Helsinki city Occupational Health, Pirte and Pihlajalinna.

With the acquisition of Movendos, Oiva Health Group will be able to further strengthen its position in Finland while expanding its product offering, becoming a more comprehensive eHealth provider with a stronger value proposition. The combination creates cross-sell opportunities between both companies’ customer bases as well as a stronger player particularly in public procurement processes. Due to their complementary solutions, the companies already collaborate on tendering processes. Oiva Health Group strives to continuously increase added value for its customers. Both in its organic growth strategy and in its buy-and-build approach, the company aims to strategically strengthen its product offering and market position, to further position itself as a leading software provider for virtual health care and digital clinics in Northwestern Europe.

Arto Leppisaari, CEO of Movendos, comments: “We are excited to join forces with Oiva Health and confident that together we can create significant value for both companies and our customers. There are great synergies between both companies and we see the combination with Oiva Health as a natural development in our collective journey towards expanding our joint product offering, which provides our customers with digitalized and efficient healthcare.”

Juhana Ojala, CEO of Oiva Health Group, adds: “Joining forces with Movendos is a strategically important step for Oiva Health. This combination allows us to expand our Digital Clinic product suite, especially in the primary care, hospital care and social care segments. We are able to offer our customers a robust, white-labeled online patient portal with fully integrated patient communication features. After the successful healthcare reform in Finland, the new Finnish welfare regions are specifically looking for this kind of advanced digital clinic platform to direct healthcare services online. I am extremely happy to welcome the whole Movendos team into the Oiva Health group!”

Wessel Ploegmakers, Partner at Main Capital Partners, concludes: “Since the partnership with Oiva Health Group in March 2022, we have worked towards building a stronger and more sustainable group and have since then seen tremendous growth. The combination will strengthen the group’s international foothold within the Virtual Care market and increase added value for its customers. We will continue to support the group’s growth trajectory and look forward to witnessing their milestones along the way.”

We will continue to support the group’s growth trajectory and look forward to witnessing their milestones along the way.

– Wessel Ploegmakers, Partner and co-Head of the Nordics office at Main

About

Movendos

Movendos, founded in 2012, is a Finnish eHealth company headquartered in Tampere, which offers solutions for remote appointments and communication, appointment bookings, health screening and surveys, remote coaching tools and a collaboration portal. The company has established a strong position in the Finnish private sector with customers consisting mainly of private clinics and occupational healthcare providers. The company employs 11 FTEs.s.

Oiva Health Group

Oiva Health, formerly VideoVisit, is the leading Virtual Care provider in the Nordics, offering a comprehensive Digital Platform for integrated health and care services to digitalize primary healthcare, social care, hospital healthcare and long-term care services. The company was founded in 2010 and currently employs 60 experts in both Finland and Denmark, serving domestic customers and partners, such as City of Helsinki, Pirkanmaa Welfare Region, Länsi-Uusimaa Welfare Region in Finland and Viborg municipality in Denmark with its Virtual Care platform. This platform has been designed in cooperation with healthcare professionals from both healthcare and social care sectors. Oiva Health platform is not only designed for healthcare services: it also connects professionals and care recipients of social care and long-term care on the same digital platform.

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Centerbridge Partners and GIC Complete Acquisition of INDUS Realty Trust, Inc.

GIC

NEW YORK, NEW YORK (June 29, 2023) INDUS Realty Trust, Inc. (Nasdaq: INDT) (“INDUS” or the “Company”), a U.S. based industrial/logistics REIT, announced today the completion of the previously announced merger whereby affiliates of Centerbridge Partners, L.P. (“Centerbridge”), a global private investment firm with deep experience in real estate, and GIC, a global institutional investor, have acquired all of the outstanding shares of INDUS’ common stock in an all-cash transaction valued at approximately $868 million. Additionally, a wholly owned subsidiary of the Abu Dhabi Investment Authority (“ADIA”) will act as a strategic investor alongside Centerbridge in the ownership of INDUS post-closing.

“We are excited to have closed this transaction and look forward to the Company’s next phase under Centerbridge, GIC and ADIA’s ownership,” said Michael Gamzon, President and CEO of INDUS.  “We are pleased to deliver significant value to our stockholders and are grateful for their support over the years. I would like to thank all of our employees for their commitment to our Company and efforts to build our high-quality portfolio and platform.  This transaction is an incredible validation of their efforts.”

“GIC is pleased to complete the acquisition of INDUS and support their continued growth with our multi-asset experience, long-term view, and global footprint alongside our strategic partner, Centerbridge. GIC upholds confidence in both the long-term stability of the US industrial sector and INDUS’ role as a strong asset in our growing portfolio,” said Adam Gallistel, Head of Americas Real Estate, GIC.

Commenting on the announced acquisition, Billy Rahm, Global Head of Real Estate at Centerbridge said, “We are excited to partner with ADIA and GIC to continue to grow the business both organically and through acquisitions. We remain confident in the long-term, secular thesis supporting investment in industrial real estate. The INDUS portfolio represents a compelling example of that thesis.”

Mohamed Al Qubaisi, Executive Director of the Real Estate Department at ADIA, said, “INDUS has built a portfolio of high-quality industrial assets and is well placed to capitalise on future opportunities. We look forward to supporting the company as it embarks on its next phase of growth.”

As a result of the completion of the transaction, INDUS’ common stock will no longer trade on Nasdaq and will be delisted.

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Silver Lake and CPP Investments Complete Acquisition of Qualtrics

Silverlake

Significant new investments from Accel and BDT & MSD Partners underscore Qualtrics’ market opportunity and growth potential

Positions the pioneer and leader in Experience Management for its next chapter of growth at scale

Qualtrics shareholders to receive $18.15 per share in cash

 

PROVO, Utah & SEATTLE – June 28, 2023 – Qualtrics, the leader and creator of the experience management (XM) software category, today announced the completion of its acquisition by Silver Lake, the global leader in technology investing, in partnership with Canada Pension Plan Investment Board (CPP Investments).

Silver Lake and its co-investors, together with CPP Investments, have acquired 100% of the outstanding shares in Qualtrics that Silver Lake does not already own, including the entirety of SAP’s majority ownership interest. With the completion of the transaction, Qualtrics stockholders, including SAP, are entitled to receive $18.15 in cash for each share of Qualtrics common stock they owned. Qualtrics’ common stock has ceased trading on the NASDAQ stock exchange.

“XM has never been more important than it is right now. To be able to go into this next chapter at our size and scale as the leader in experience management— and do it alongside some of the best investors in the world—is a part of the Qualtrics story that no one could have imagined,” said Ryan Smith, Qualtrics Founder and Executive Chairman. “I couldn’t be more excited for this next chapter for Qualtrics.”

“Qualtrics has cemented its position as the leader in experience management, and our AI-powered platform is helping more than 19,000 organizations deliver exceptional experiences and build deep relationships with their customers and employees at scale,” said Qualtrics CEO Zig Serafin. “Silver Lake’s deep understanding of our business and vision for Experience Management, combined with their strategic and operational expertise and the support of our other investors, creates an incredible opportunity for Qualtrics to accelerate our innovation and category leadership.”

“We believe deeply in the incredible opportunity ahead for Qualtrics as they continue to pave the way as the leader in experience management,” said Egon Durban, Co-CEO of Silver Lake. “The leadership team has a powerful vision, and we are excited to continue our partnership with Ryan and Zig alongside the other investors to support Qualtrics as it realizes its full potential as an independent, private company.”

“This is a unique opportunity to invest in a category creator led by a strong management team that is shaping a rapidly growing market,” said Hafiz Lalani, Managing Director and Head of Direct Private Equity at CPP Investments. “We look forward to supporting the Qualtrics team in driving continued innovation as they help clients re-define their customer and employee experiences around the world.”

Accel and BDT & MSD Partners Invest in Qualtrics Alongside
In connection with the close, Accel, a global venture capital firm, as well as BDT & MSD Partners, a merchant bank built to serve the distinct needs of business owners and strategic, long-term investors; and DFO Management, the family investment office of Michael Dell, have joined Silver Lake in investing in Qualtrics. Accel, which was one of Qualtrics’ earliest investors, has invested $500 million. BDT & MSD Partners and DFO Management have each made a co-investment of $250 million, for an aggregate commitment of $500 million.

Advisors

Morgan Stanley & Co. LLC acted as financial advisor to Qualtrics, and Goodwin Procter LLP acted as legal advisor. Goldman Sachs & Co. LLC acted as financial advisor to a Qualtrics committee of independent directors and Freshfields Bruckhaus Deringer US LLP acted as legal advisor. J.P. Morgan acted as financial advisor and Latham & Watkins LLP and Simpson Thacher & Bartlett LLP acted as legal advisors, with regard to the transaction and to the debt financing, respectively, to Silver Lake and CPP Investments.

About Qualtrics

Qualtrics, the leader and creator of the experience management category, is a cloud-native software provider that helps organizations quickly identify and resolve points of friction across all digital and human touchpoints in their business – so they can retain their best customers and employees, protect their revenue, and drive profitability. More than 19,000 organizations around the world use Qualtrics’ advanced AI to listen, understand, and take action. Qualtrics uses its vast universe of experience data to form the largest database of human sentiment in the world. Qualtrics is co-headquartered in Provo, Utah and Seattle and operates out of 28 offices globally. To learn more, please visit qualtrics.com.

About Silver Lake

Silver Lake is a global technology investment firm, with more than $98 billion in combined assets under management and committed capital and a team of professionals based in North America, Europe and Asia. Silver Lake’s portfolio companies collectively generate more than $276 billion of revenue annually and employ approximately 710,000 people globally.

About CPP Investments

Canada Pension Plan Investment Board (CPP Investments™) is a professional investment management organization that manages the Fund in the best interest of the 21 million contributors and beneficiaries of the Canada Pension Plan. In order to build diversified portfolios of assets, investments are made around the world in public equities, private equities, real estate, infrastructure and fixed income. Headquartered in Toronto, with offices in Hong Kong, London, Luxembourg, Mumbai, New York City, San Francisco, São Paulo and Sydney, CPP Investments is governed and managed independently of the Canada Pension Plan and at arm’s length from governments. At March 31, 2023, the Fund totalled C$570 billion. For more information, please visit www.cppinvestments.com or follow us on LinkedIn, Instagram or Twitter.

Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “target,” “explore,” “continue,” or the negative of these terms, and similar expressions intended to identify forward-looking statements.

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance or outcomes to differ materially from those anticipated or implied in the statements. Important factors that could cause actual outcomes or results to differ materially from the forward-looking statements include, but are not limited to, (a) the ability of the Company to timely and successfully achieve the anticipated benefits of the Merger; (b) the Company’s ability to implement its business strategy; (c) significant transaction costs associated with the Merger; (d) potential litigation relating to the Merger; (e) the risk that disruptions from the Merger will harm the Company’s business, including current plans and operations; (f) the ability of the Company to retain and hire key personnel; (g) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed Merger; (h) legislative, regulatory and economic developments affecting the Company’s business; (i) general economic and market developments and conditions; (j) the evolving legal, regulatory and tax regimes under which the Company operates; and (k) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as the Company’s response to any of the aforementioned factors. These risks, as well as other risks associated with the transaction, are more fully discussed in the Information Statement filed with the SEC in connection with the transaction. While the list of factors presented here is, and the list of factors presented in the Information Statement will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the Company’s financial condition, results of operations, or liquidity. The Company does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

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KKR Reaffirms Intention to Acquire CIRCOR International

KKR

KKR Transaction Maximizes Value and Execution Certainty for CIRCOR Shareholders

NEW YORK–(BUSINESS WIRE)– KKR, a leading global investment firm, today reaffirmed its affiliates’ (such affiliates referred to herein as “KKR”) intention to acquire CIRCOR International (“CIRCOR” or the “Company”) and issued the following statement:

KKR is confident that its transaction to acquire CIRCOR maximizes shareholder value while minimizing regulatory, market, and industry risks. In sharp contrast to Arcline Investment Management, whose funds own a direct competitor of CIRCOR called Fairbanks Morse Defense (“FMD”), KKR believes its transaction presents no risk of antitrust delays or failure to close at the expense of CIRCOR shareholders given the lack of competitive overlap. This is particularly important in the current regulatory climate given heightened scrutiny around consolidation between competing suppliers of the Defense Industrial Base. Any transaction delays and uncertainty associated with antitrust considerations can come at a material cost to CIRCOR shareholders, including significant time value of money impact.

The KKR transaction is expected to close in the fourth quarter of 2023. Any reasonable antitrust analysis indicates that a transaction with funds that control a direct competitor to CIRCOR, even if it receives regulatory approval which is by no means certain, would close no sooner than the second half of 2024. KKR and CIRCOR submitted their Hart-Scott-Rodino filings on June 20, 2023, and all other regulatory filings have been moving forward smoothly.

KKR has also agreed to eliminate third party financing risk from its transaction by providing a full equity backstop of the transaction — something that few other buyers could offer and of significant value to CIRCOR’s shareholders particularly in today’s uncertain financing markets. Arcline’s proposal, on the other hand, is contingent on obtaining debt financing, which creates meaningful uncertainty for CIRCOR’s shareholders.

KKR has a long history of making successful investments in the industrial and aerospace and defense sectors globally. KKR’s support and resources established over its 47-year history will help CIRCOR drive further growth by expanding its presence in attractive flow control markets through new product development and aftermarket expansion, as well as supporting further investments into CIRCOR’s factories. KKR will also support CIRCOR in providing all employees with the opportunity to participate in the benefits of ownership in the Company, as it has for over a decade in prior investments such as Capsugel, Capital Safety, C.H.I. Overhead Doors, Ingersoll Rand and Minnesota Rubber & Plastics.

Regulatory Analysis Related to Arcline’s Proposal

Arcline’s portfolio company FMD and specifically FMD’s Hunt Valve business is a direct competitor to CIRCOR in the manufacturing and sale of certain mission-critical valves for U.S. Navy submarines. Arcline’s proposal would therefore result in a reduction in an already limited qualified supplier base for these key components on some of the most strategic platforms in the U.S. military. Consolidation of two key suppliers for the U.S. Navy’s highest priority programs, precisely at a moment when the Department of Defense (DoD) seeks to ramp up their production while controlling costs, is highly likely to draw exceptional scrutiny from the U.S. Department of Justice (DOJ) or Federal Trade Commission (FTC), the DoD, other executive branch agencies, the U.S. Congress, and the defense prime shipbuilders.

A request for additional information and documentary material (a “second request”) from the FTC/DOJ with respect to the Arcline proposal is virtually certain, and the timeline for transactions receiving second requests has been averaging 11-12 months (and materially longer if there is a remedy or litigation to block the deal, which would be a probable outcome for the Arcline proposal). Following a second request, Arcline would likely not be able to close the transaction absent remedies. However, in the current administration, the DOJ and FTC have largely rejected remedies, forcing parties to abandon deals or litigate. Arcline would therefore need significant time (at least 18 months) to adequately address the very real prospect of DOJ or FTC opposition to necessary remedies, including by credibly threatening to litigate. This means that a transaction with Arcline would likely not close, and therefore CIRCOR shareholders would not receive the deal price, before the second half of 2024, if ever.

Even if Arcline is somehow able to overcome the substantial regulatory hurdles, the value to CIRCOR shareholders of the per-share price offered by Arcline will be significantly impacted by the delay in delivering the consideration. In today’s high interest rate environment, these timing delays would cost CIRCOR shareholders tens of millions of dollars in value. The extensive delay also creates collateral deal certainty concerns for CIRCOR shareholders (e.g., prolonged exposure of CIRCOR’s shareholders to economic, market and financing risk, “material adverse effect” risk, etc., especially in the context of the currently highly uncertain economic, geopolitical and deal environment). Further, the prolonged review process would have a material negative impact on CIRCOR’s operations, customer relationships and talent retention, resulting in a significant destruction of shareholder value, which the CIRCOR shareholders will bear if the Arcline Proposal is not consummated, which is a material risk.

Participants in the Solicitation

Cube Bidco, Inc. (“Parent”), CIRCOR and certain of their affiliates, directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from CIRCOR’s stockholders in connection with the proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of CIRCOR’s directors and executive officers in CIRCOR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 15, 2023. To the extent the holdings of CIRCOR’s securities by CIRCOR’s directors and executive officers have changed since the amounts set forth in CIRCOR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, investors may obtain additional information regarding the interests of participants in the solicitation of proxies from CIRCOR’s stockholders in connection with in the proposed transaction, which may, in some cases, be different than those of CIRCOR’s stockholders generally, by reading the proxy statement relating to the proposed transaction when it is filed with the SEC and other materials that may be filed with the SEC in connection with the proposed transaction when they become available.

Additional Information About the Transaction and Where to Find It

This press release relates to Parent’s proposed acquisition of CIRCOR. This press release does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, CIRCOR plans to file with the U.S. Securities and Exchange Commission (the “SEC”) and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction. CIRCOR may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document that may be filed by CIRCOR with the SEC.

BEFORE MAKING ANY VOTING DECISION, CIRCOR’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY CIRCOR WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.

Any vote in respect of resolutions to be proposed at a CIRCOR stockholder meeting to approve the proposed transaction or related matters, or other responses in relation to the proposed transaction, should be made only on the basis of the information contained in CIRCOR’s proxy statement. Stockholders may obtain a free copy of the proxy statement and other documents CIRCOR files with the SEC (when available) through the website maintained by the SEC at www.sec.gov. CIRCOR makes available free of charge on its investor relations website at investors.circor.com copies of materials it files with, or furnishes to, the SEC.

The proposed transaction will be implemented solely pursuant to the Agreement and Plan of Merger, as amended, by and among CIRCOR, Cube Merger Sub, Inc. and Parent, dated as of June 5, 2023 (the “Merger Agreement”), which contains the full terms and conditions of the proposed transaction.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those implied by the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of Parent and its affiliates and can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the proposed transaction, similar transactions, prospective performance, future plans, events, expectations, performance, objectives and opportunities and the outlook for the Company’s business; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the merger; uncertainties as to how many of the Company’s stockholders will vote their stock in favor of the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement, and including the receipt by CIRCOR of an unsolicited proposal from a third party (including affiliates of Arcline Capital); the ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to the consummation of the proposed transaction, including the ability to secure regulatory approvals and stockholder approval on the terms expected, at all or in a timely manner; the effects of the transaction (or the announcement or pendency thereof) on relationships with associates, customers, manufacturers, suppliers, employees (including the risks relating to the ability to retain or hire key personnel), other business partners or governmental entities; transaction costs; the risk that the merger will divert management’s attention from the Company’s ongoing business operations or otherwise disrupts the Company’s ongoing business operations; changes in the Company’s businesses during the period between now and the closing; certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; risks associated with litigation relating to the proposed transaction; inability to achieve expected results in pricing and cost cut actions and the related impact on margins and cash flow; the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures; the remediation of the material weaknesses in the Company’s internal controls over financial reporting or other potential weaknesses of which the Company is not currently aware or which have not been detected; and the uncertainty associated with the current worldwide economic conditions and the continuing impact on economic and financial conditions in the United States and around the world, including as a result of COVID-19, rising inflation, increasing interest rates, natural disasters, military conflicts, including the conflict between Russia and Ukraine, terrorist attacks and other similar matters. All forward-looking statements are based on information currently available to Parent, and Parent assumes no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by applicable law. The information set forth herein speaks only as of the date hereof.

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

Julia Kosygina
(212) 750-8300
media@kkr.com

Source: KKR

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IK Partners to sell Løgismose to Halberg

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IK Partners

Press Release
Wednesday, 28 June 2023

IK Partners (“IK”) is pleased to announce that the IK VII Fund has reached an agreement to sell Løgismose A/S (“Løgismose” or “the Company”), a high-end food brand, to Halberg A/S (“Halberg”). Financial terms of the transaction are not disclosed.

Founded by Sven and Lene Grønlykke in 1963, Løgismose is a Danish food company that produces and retails delicacies and other products under its own brand. With the acquisition of Løgismose, Halberg, a fifth-generation family-owned company operating from Svendborg on Southern Funen, will be expanding its portfolio to include food products. Under its new ownership, Løgismose, headquartered in Broby on central Funen, will be back into traditional Funen hands. Løgismose will continue as an independent company under Halberg and the current management team led by Jesper Uggerhøj as CEO will remain.

Importance of Local Roots
Under IK’s ownership, Løgismose has: expanded its collaboration with Netto and Salling Group; ventured in to the wine segment; and broadened the offering to include exports. Additionally, the Company has implemented a range of strategic initiatives focused on sustainability and digitalisation.

“With positive growth in both revenue and earnings, we have set the company on a good path and it is therefore a natural next step to pass the baton to a new group of owners,” says CEO at IK Partners, Christopher Masek, regarding the sale. “It has been important for us to find a new long-term owner for Løgismose and we have found exactly that with Halberg. At the same time, we are pleased to bring Løgismose closer to its roots on Funen,” he adds.

Local Green Food
“We have had a good and active owner in IK, which has helped us develop and professionalise our business,” Jesper Uggerhøj says. Løgismose recently launched an ambitious sustainability strategy titled ‘Consideration for People, Animals and Our Nature’ and looks forward to the new ownership with Halberg, aiming to create even more value and delicious food products based on our shared Funen DNA,” he says.

Further Development Based on Core Values
Halberg is known for taking social and local responsibility in the Svendborg area. Originally founded as a tobacco trading company in 1826, Halberg’s portfolio now covers a range of companies in the tobacco, hotel, workwear and capital management sectors. The acquisition of Løgismose represents Halberg’s platform investment in the food sector, introducing a new business segment for the company.

“Løgismose has been a perfect investment for us due to its position in the Danish market, strong brand and innovative organisation and culture,” says CEO of Halberg, Frederik Halberg. “We see significant development potential in Løgismose’s strong collaboration with Salling Group and we look forward to further developing and internationalising the Company. In our future work, we will uphold Løgismose’s core values of ‘Taste’, ‘Attitude’ and ‘Craftsmanship’”, adds Frederik Halberg.

Sale Facts
• In 2015, IK acquired a majority stake in the merged Løgismose Meyers with the aim of strengthening two of the strongest names in the Danish food industry. In 2019, the two companies were separated and in December 2022, Meyers was sold to English WSH. With the sale of Løgismose, IK’s investment in the original Løgismose Meyers has now come to an end.
• In connection with the sale, CEO of IK Partners, Christopher Masek and Managing Partner, Mads Ryum Larsen, will step down from Løgismose’s Board of Directors. Jens Overgaard Knudsen’s role as an operational board member will also cease. Their replacements have not yet been announced.
• The sale is expected to be finalised on 31 August 2023.

For further questions, please contact:

IK Partners
Vidya Verlkumar
Phone: +44 7787 558 193
vidya.verlkumar@ikpartners.com

Løgismose
Brit Larsen
Phone: +45 22 82 28 42
brit@circlebe.dk

Halberg
Casper Janns
Phone: +45 31 15 24 24
cj@hypefactors.com

 

About IK Partners

IK Partners (“IK”) is a European private equity firm focused on investments in the Benelux, DACH, France, Nordics and the UK. Since 1989, IK has raised more than €14 billion of capital and invested in over 170 European companies. IK supports companies with strong underlying potential, partnering with management teams and investors to create robust, well-positioned businesses with excellent long-term prospects. For more information, visit www.ikpartners.com

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About Løgismose A/S

Løgismose was established in 1965 and is now one of Denmark’s strongest food brands, known for its high gastronomic quality, dedicated focus on taste and craftsmanship, and ethical approach to product creation. Our mission is to create high-quality food and wine experiences wherever you encounter the brand. Løgismose develops, produces, and sources food and wine for Danish consumers through its own stores and webshop, in grocery retail, as well as for companies, restaurants, hotels, and selected export markets. For more information, visit loegismose.dk.

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About Halberg A/S

The Halberg Group is a traditional family-owned company in Svendborg, engaged in tobacco production, hotel operations, and property investment. The history of the Halberg family’s ownership of the company in southern Funen dates back more than 130 years. Halberg A/S strives to be a responsible employer that cares for its employees and local community. For more information, visit halberg-as.dk.

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