MERGERS & ACQUISITIONS USA 2019

MERGERS &

ACQUISITIONS

USA

ANNUAL

ISSUE

2019

Seale & AssociatesCreative Solutions. Trusted Advice.

1,780

1,4921,382

1,481 1,4991,367

1,515 1,538

1,333

1,5601,415 1,330

Jan

19'

Feb

19'

Mar

19'

Apr

19'

May

19'

Jun

19'

Jul

19'

Aug

19'

Sep

19'

Oct

19'

Nov

19'

Dec

19'

$1,562.8

$1,403.8

$1,807.5

$1,906.1

2016

2017

2018

2019

SUMMARY OF MERGERS & ACQUISITIONS IN THE USA

In 2019, the volume and value of announced transactions accumulated to 17,692 and

USD$1.9 trillion, respectively, representing an increase in volume of 3.81% and an increase

in reported value of 5.46% year-over-year.

M&A USA Annual Report 2019Seale & Associates

Creative Solutions. Trusted Advice.Sources: Capital IQ, Mergermarket

Deal Volume in

USA

# of Transactions

per Month

Deal Volume and

Value in USA

Annual Transactions

(US$ billion)

17,336

16,571

17,043

17,692

174 180168 165

144

192 198

170 164

214

181 182

Jan

19'

Feb

19'

Mar

19'

Apr

19'

May

19'

Jun

19'

Jul

19'

Aug

19'

Sep

19'

Oct

19'

Nov

19'

Dec

19'

$161.3

$268.3

$299.6

$273.2

2016

2017

2018

2019

SUMMARY OF MERGERS & ACQUISITIONS BY AMERICAN COMPANIES ABROAD

In 2019, the volume and value of announced transactions accumulated to 2,132 deals

worth USD$225.7 billion, representing an increase in volume of 3.5% and a decrease in

reported value of 8.8% year-over-year.

M&A USA Annual Report 2019Seale & Associates

Creative Solutions. Trusted Advice.Sources: Capital IQ, Mergermarket

Deal Volume

Abroad

# of Transactions

per Month

Deal Volume and

Value Abroad

Annual Transactions

(US$ billion)

1,828

1,911

2,023

2,132

3498

2953

2032

2020

1877

1236

1147

1059

660

526

472

271

Real Estate

Industrials

Information Technology

Consumer Discretionary

Health Care

Financials

Others

Communication Services

Consumer Staples

Materials

Energy

Utilities

Sources: Capital IQ, MergermarketSeale & Associates

Creative Solutions. Trusted Advice.

SUMMARY OF MERGERS & ACQUISITIONS BY INDUSTRY

The Real Estate sector led M&A activity in the U.S. during the year (by deal volume), with

3,498 announced transactions, representing 19.7% of 2019’s total transaction volume.

Meanwhile, companies were most active overseas in the Information Technology sector

registering 949 announced transactions during the year

Deals in USA by Industry

Representative International Acquisitions by American Companies

154

534

HEALTH CARE

IT

183COMMUNICATION

UTILITIES

124

MATERIALS106

CONSUMER

DISCRETIONARY169

140FINANCIALS

227 REAL ESTATE29

OTHERS

M&A USA Annual Report 2019

INDUSTRIALS345

82 CONSUMER STAPLES

39

ENERGY

17,92 Announced Transactions

2,132 Announced Transactions

Deal Summary Target Buyer

United Technologies Corporation

(NYSE:UTX), a provider of technology

products and services to the aerospace and

commercial building industries, announced

they enter into a merge Raytheon Company

(NYSE:RTN), The combined company, which

will be named Raytheon Technologies

Corporation, will offer expanded technology

and R&D capabilities to deliver innovative and

cost-effective solutions aligned with customer

priorities and the national defense strategies

of the U.S. The combined company will have

approximately $74 billion in pro forma 2019

sales

Bristol-Myers Squibb Company

(NYSE:BMY), a manufacturer and distributor

of pharmaceutical products, announced the

acquisition of Quest Nutrition, Celgene

Corporation (Nasdaq:CELG), a

biopharmaceutical company, for

approximately US$74.0 billion. The

transaction will create a leading focused

specialty biopharma company well positioned

to address the needs of patients with cancer,

inflammatory and immunologic disease and

cardiovascular disease through high-value

innovative medicines and leading scientific

capabilities

LVHM Moet Hennessy Louis – Vouitton SE,

a retailer and manufacturer of luxury goods,

announced the acquisition of Tiffany & Co.

(NYSE:TIF), a jeweler and specialty retailer,

for $16.2 billion (Or $135.0 per share). The

acquisition will strengthen LVMH’s position in

jewelry and further increase its presence in

the United States

Sources: Capital IQ, Mergermarket, Companies Press ReleaseSeale & Associates


TOP 5 MEGA DEALS



Merck KGaA, a pharmaceutical and chemical

products company, announced the acquisition

of Versum Materials, Inc., manufacturer and

distributor of specialty materials for the

semiconductor and display industries, for $48

USD per share approximately $6 billion.

Versum and Merck businesses are a

complementary fit and the strength of their

combined team will justify significant and

sustained investment.

Froneri Limited, a manufacturer of ice cream,

backed by PAI Partners SAS, announced the

acquisition of the U.S. ice cream business

from Nestlé USA, Inc., for $4 billion. The

transaction includes iconic and well-loved ice

cream brands such as Dreyer’s, Häagen-Dazs,

Outshine, Skinny Cow, Edy’s, Nestlé Ice Cream

and Drumstick and gives Froneri access to the

North American market, strengthening its

global presence with leading brands.



TOP 5 MEGA DEALS


U.S. ice cream

business

from


The Simply Good Foods Company

(NASDAQ:SMPL), a developer and seller of

branded nutritional food and snack products,

announced the acquisition of Quest

Nutrition LLC, a producer of protein bars and

other healthy snacks, for US$1.0 billion. The

acquisition strengthens SMPL's position in the

food & beverage industry by expanding its

portfolio of brands and product offerings.

SMPL also gains access to Quest’s large

customer base.

Eagle Materials Inc. (NYSE: EXP), a

manufacturer and distributor of building

materials, including cement, concrete and

aggregates, announced the acquisition of

Kosmos Cement Company’s Louisville, KY

plant for US$665 million. Kosmos Cement

Company, a manufacturer of cement, concrete

and aggregates, is a joint venture

between CEMEX S.A.B. de C.V. and Buzzi

Unicem S.p.A., The transaction is part of Eagle

Materials long term growth strategy of

participating more significantly in the

construction and infrastructure markets.

The Toro Company, a provider of rental and

specialty construction equipment, announced

the acquisition of The Charles Machine

Works, Inc., a provider of advanced

equipment and solutions for underground

construction and service, for US$700 million.

The transaction will help Toro enhance its

product portfolio and diversify its offerings to

customers.



REPRESENTATIVE MIDDLE MARKET TRANSACTIONS


Kosmos

Cement

Company


PepsiCo, Inc (Nasdaq:PEP), a food and

beverage producer, announced the

acquisition of the CytoSport, Inc., a

manufacturer of sport-oriented nutritional

products, for $465 million. PepsiCo’s

expertise and experience in the sports

nutrition category will enable CytoSport to

grow further.

Peak Rock Capital LLC, a private equity firm,

announced the acquisition Turkey Hill Dairy

LP,a producer of frozen dairy products, for

$215 million. The transaction is in line with

Turkey Hill’s strategy to grow and expand its

product and brand portfolio through organic

and add on acquisitions.

Elbit Systems of America LLC, provider of

high performance products and system

solutions, focusing on the A&D market,

announced the acquisition Night Vision

Business from Harris Corporation,, for $350

million. The acquisition will

help Elbit Systems to grow in long-term

through Harris' night vision market position

and technology.

Sekisui Chemical Co., Ltd. (TYO: 4204), a

Japan-based company manufacturer of high

performance plastics, announced the

acquisition Aim Aerospace Inc., a

manufacturer of airline components, for $510

million. The transaction The transaction will

allow AIM Aerospace to further enhance its

capabilities of providing superior products to

its customers and thereby accelerate the

business growth based on the Sekisui Group’s

deep industrial, material and manufacturing

expertise and their global presence.





Night Vision

Business

from


Diodes Incorporated (NASDAQ:DIOD), a US-

based manufacturer of discrete, logic, analog

and mixed-signal semiconductors, announced

the acquisition of Lite-On Semiconductor

Corporation (LSC), a Taiwan-based

semiconductor device supplier, for US$468

million. The acquisition will accelerate share

repurchase activities, recapturing over LSC’s

15.3% stake in Diodes.

Pilgrim’s Pride Corporation

(NASDAQ:PPC), a US-based company

engaged in the production, processing,

marketing, and distribution of fresh, frozen

and value-added chicken products,

announced the acquisition of Tulip Limited, a

UK-based producer of meat products, for

$355 million.

The acquisition will help Pilgrim’s create an

integrated prepared foods business in the UK

with a portfolio of brands and private label.

Lippert Components, Inc., a manufacturer of

highly engineered components for leading

OEMs in the recreation and transportation

industries, announced the acquisition of

CURT Manufacturing, LLC a manufacturer

and distributor of towing products and truck

accessories, from Audax Group, for US$340.0

million. The transaction allows Lippert

Components to expand its aftermarket

business and moves the company toward

achieving its long-term growth strategy of

penetrating new, attractive markets.






Spirit AeroSystems Holdings, Inc.

(NYSE:SPR), a global aerostructures

manufacturer and MRO services provider,

announced the acquisition of select assets of

Bombardier Aerostructures and its

aftermarket services businesses in Belfast,

Northern Ireland; Casablanca, Morocco; and

Dallas, United States, for US$1.1 billion. The

transaction aligns with Spirit’s strategy of

increasing Airbus products, developing low-

cost country footholds and expanding its

aftermarket services business. The acquisition

will expand Spirit’s operations in Northern

Ireland and Morocco.

Delta Air Lines, Inc. (NYSE:DAL), a leading

U.S. airliner, and LATAM Airlines Group S.A.

(NYSE:LTM), a Latin American airliner with

one of the largest route networks, announced

they entered into a strategic partnership that,

for the first time, combines the strengths of

leading airlines in North and Latin America.

Delta will invest US$1.9 billion for a 20%

stake in LATAM through a public tender offer

at $16.0 per share. The strategic partnership

will unlock new growth opportunities for the

companies, building upon Delta’s and

LATAM’s global footprints and joint ventures

worldwide. With their complementary

networks, Delta, LATAM and their partners will

be able to offer access to an expanded array

of worldwide destinations.


REPRESENTATIVE MEGA DEALS ABROAD

M&A USA Annual Report 2019 Sources: Capital IQ, Mergermarket, Companies Press Release


Tyson Foods, Inc., a processor of meat,

appetizers and snacks, announced the

acquisition of BRF SA Operations in

Thailand and Europe, a producer of raising,

producing, and slaughtering poultry, pork and

beef, for $340 million. The acquisition will

enable Tyson to complement and strengthen

their presence in Thailand and provide new

capabilities in Europe.

Platinum Equity, a US-based private equity

firm, announced the acquisition of Grupo

Iberica de Congelados S.A., a Spain-based

company that processes and distributes

frozen seafood products, for $563 million.

The transaction will allow Iberconsa to further

expand its product portfolio and geographic

reach and thereby maximize the benefits of its

increased scale.

Owens-Illinois (NYSE: OI), a US-based

producer of glass containers, announced the

acquisition of Nueva Fàbrica Nacional de

Vidrio, S. de R.L. de C.V. (“Nueva Fanal”)

from Grupo Modelo,a manufacturer of glass

containers located in Mexico, for $340

million. The acquisition will help O-I enter

into a long-term glass supply agreement to

continue to supply Grupo Modelo.

Teledyne Technologies Incorporated, a US-

based provider of electronics components,

instruments and communication products,

announced the acquisition of the 3M Gas and

Flame Detection Business located in France

from 3M, for $230 million. The acquisition

enables 3M’s Gas and Flame Detection

business to become a core-business for

Teledyne.



REPRESENTATIVE MIDDLE MARKET TRANSACTIONS ABROAD


Operations

in Thailand

and Europe

from

Nueva Fabrica

Nacional de

Vidrio

from


Americold Realty Trust (NYSE:COLD), a real

estate investment trust focused on the

ownership, operation, development and

acquisition of temperature-controlled

warehouses, announced the acquisition of

Nova Cold Logistics, a provider of

warehousing and cold storage facilities, from

Brookfield Business Partners L.P. (NYSE:BBU),

for $254.0 million. The transaction expands

Americold’s position in Canada, adding three

locations in the gateway cities of Toronto,

Calgary, and Halifax.

Pfizer, Inc., a US-based pharmaceutical

company, announced the acquisition of

TherAchon AG, a Switzerland-based

company focused on developing treatments

for serious rare conditions, for $340.0

million. The transaction aligns with Pfizer’s

growth strategy of diversifying its portfolio

and enhancing its scientific and development

capabilities to better serve its customers.

Centerbridge Partners, L.P., a US-based

private equity firm, announced the acquisition

of Solidus Solutions Holding B.V., a

Netherlands-based manufacturer of

packaging products, for $375.0 million. The

transaction will provide support for additional

growth of Solidus Solutions which has a

strong pipeline of potential strategic takeover

candidates.

Seale & AssociatesCreative Solutions. Trusted Advice.M&A USA Annual Report 2019 Sources: Capital IQ, Mergermarket, Companies Press Release

REPRESENTATIVE MIDDLE MARKET TRANSACTIONS ABROAD

Deal Summary Tombstone

Seale & Associates, acted as exclusive financial advisor to

SmartPitch Ventures on the acquisition and financing of

New Energy Equity. Through the acquisition, SmartPitch

will accelerate its growth and will strengthen the company’s

position as one of the key developers focused on distributed

generation and community solar in the United States

Seale & Associates, acted as exclusive financial advisor to

Triumph Group, Inc. (NYSE:TGI) on the sale of its Nashville

operations to affiliates of TECT Aerospace. The Nashville

based operations offer build-to-print, higher-level assembly

capabilities including structural aircraft subassembly, as well

as long and large part machining, processing, forming, and

painting

Seale & Associates, acted as exclusive financial advisor

to Oxbow Carbon, LLC on the sale of Oxbow Sulphur to

H.J. Baker & Bro, LLC. Oxbow Sulphur is a leading Sulphur

and Sulphur-based products distribution, marketing, and

trading company moving more than 4 million tons annually,

generating over US$500M in annual revenue. Oxbow

Sulphur is a leading Sulphur and Sulphur-based products

distribution, marketing, and trading company moving more

than 4 million tons annually, generating over US$500M in

annual revenue



SEALE & ASSOCIATES DEALS




to United Technologies Corporation (NYSE:UTX) on the

sale of Unitec Elevator to Pacific Avenue Capital Partners,

LLC. Unitec Elevator is one of largest and most experienced

providers of elevator maintenance, modernization, and code

compliance services. The company serves over 2,600

elevators under maintenance with more than fifty-five active

modernization projects


to AZZ Inc. (NYSE:AZZ) on the acquisition of K2 Partners,

Inc. Through the acquisition, AZZ gains the powder coating

operations of Centrix Powder Coating in Tampa, Florida and

the powder coating and electroplating operations of Cimcon

Finishing in Texas


to AZZ Inc. (NYSE:AZZ) on the acquisition of Preferred

Industries, Ltd. Through the acquisition of Preferred, AZZ

gains powder and e-coating capabilities, as well as the

company’s highly skilled workforce, which is based in a

155,000 square foot facility in Terrell, Texas and an 89,600

square foot facility in Rowlett, Texas







to AZZ Inc. (NYSE:AZZ) on the acquisition of NuZinc, LLC.

Through the of NuZinc acquisition, AZZ gains its plating

operations, employees, and a 29,000 square foot facility

located in Garland, Texas. This acquisition will help to

integrate AZZ’s existing powder coating and plating

operations in the area


to NAMCE S. de R.L. de C.V. on its sale to Globe Union.

The acquisition provides future growth opportunities for the

Gerber brands by increasing its ceramic sanitary capacity in

North America and diversifying the company’s supply base

Seale & Associates, Inc., acted as Anne Sullivan’s

investors exclusive financial advisor in its association with

Discovery Americas. Anne Sullivan school was founded

over 35 years ago and is known for its 360-degree program

with a high degree of personalization.





REPRESENTATIVE ENGAGEMENTS

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to

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partnership to market

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and distribution in

Mexico with

Washington, D.C. | Miami | Mexico City | Monterrey

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a sister company of

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Triumph Air Repair, the APU

Overhaul Operations of Triumph

Aviation Services – Asia, and

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to

Triumph Processing, Inc.

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Since 1999, Seale & Associates has been the trusted advisor

of highly respected public and private companies from around

the world, with a track record of success in a diverse range of

industries. Seale is an elite, boutique, global investment

banking firm with extensive experience in mergers and

acquisitions (M&A), corporate finance advisory, and enterprise-

level strategy consulting. Our experienced team of

professionals is committed to serving clients with excellence

and integrity, while offering innovative ideas and solutions to

address complex dealings.

ADVISOR TO LEADING COMPANIES WORLDWIDE

CONTACT INFORMATION

Please contact us if you would like further information about M&A trends and/or

specific transaction multiples for your industry.

Contact Information

James A. Seale

President

[email protected]

Brett M. Carmel

Senior Managing Director & Co-founder

[email protected]

Felipe Bueno

Senior Director

[email protected]

Robert Whitney

Managing Director

[email protected]

Sergio Garcia del Bosque

Managing Director

[email protected]

Adan Sierra

Managing Director

[email protected]

Carlos Hernandez

Managing Director

[email protected]


Washington, D.C. | Miami | Mexico City | Monterrey

Headquarter

901 N. Glebe Road

Suite 500

Arlington, Virginia

+1 (703) 294 6770

Mexico City Office

Av Ejercito Nacional 769, Col. Granada

2nd floor

Mexico City

+52 (55) 8000 7463

Headquarters LatAm Offices

Documents

MERGERS & ACQUISITIONS USA 2019