PT Towers Watson Purbajaga and PT Towers Watson Indonesia announce merger in Indonesia
WTW, a leading global advisory, broking and solutions company, announced that it is changing its legal structure in Indonesia to streamline its business operations in the country.
The legal entity, PT Towers Watson Purbajaga (TWP), will merge with PT Towers Watson Indonesia (TWI), and operate under PT Towers Watsons Indonesia. Effective today, TWP will be dissolved and ceased to exist. Under the terms of the merger, there will be no material difference in dealing with WTW because of these changes.
Kames Natakusumah, Head of Indonesia and Head of Corporate Risk & Broking Indonesia, WTW said “The merger of the entities will not affect our approach to the work and services that we provide for our clients. Our focus has always been on providing our clients with professional services of the highest standard and this will continue.”
WTW colleagues from TWP will be transferred to TWI and the points of contacts for WTW clients in Indonesia will remain the same.
Eurobank announces the agreement for the merger of its subsidiary in Serbia with Direktna Banka
Eurobank S.A. (“Eurobank”), subsidiary of “Eurobank Ergasias Services and Holdings S.A.” (Eurobank Holdings), announces that it has concluded an agreement with the shareholders and principals of Direktna Banka a.d. Kragujevac (“Direktna”), for the merger of Direktna with Eurobank’s subsidiary in Serbia, Eurobank a.d. Beograd (“Eurobank Serbia”) (the “Transaction”), with absorption of Direktna by Eurobank Serbia.
The combined bank (“Eurobank Direktna”) will have total assets in excess of €2bn, total equity above €300m and, accounting for the expected fully-phased synergies, pre-provision income and net income in excess of €50m and €35m respectively.
The combined bank’s market share will exceed 6.5%, in terms of total loans, making the bank the seventh largest in Serbia.
After the completion of the Transaction, Eurobank will control c. 70% of the combined bank while Direktna’s shareholders will own the remaining 30%. Both parties have committed to a growth-oriented business plan, incorporating ambitious expansion targets that will allow the combined bank to finance the Serbian economy and grow profitably in the next few years. Part of the Transaction is the payment of a dividend/capital return to Eurobank. The Transaction is capital neutral for Eurobank and earnings per share (EPS) accretive by 3% post synergies.
The Transaction is consistent with Eurobank’s strategy to further strengthen its position in the countries where the Group retains presence and further grow with bolt-on acquisitions and friendly mergers.
Mr. Stavros Ioannou, Deputy CEO, Group Chief Operating Officer (COO) & Head of International Activities of Eurobank, said: “We are pleased to have reached an agreement with the principals of Direktna for the merger of our two banks in Serbia and the creation of a much stronger, larger and dynamic local financial institution. This Transaction is in line with Eurobank’s strategy to further expand its international activities and create additional value for its shareholders via targeted acquisitions, mergers or joint ventures. We are excited with our partnership with two exceptional Serbian entrepreneurs Andrej and Bojan and are confident for the success of our ambitious plans in Serbia. The merger of Eurobank Serbia with Direktna has substantial merits for all stakeholders of the combined bank including customers, both retail and corporate, depositors, employees and regulators”.
Mr. Andrej Jovanović and Mr. Bojan Milovanović, principals of Direktna, commented: “This merger represents a clear opportunity for enhancing profitable growth that we have experienced with Direktna. We believe that Eurobank Direktna will have a unique opportunity to benefit from strong institutional background and size brought by our partners from Eurobank and from our deep understanding of our home market. The combination of our people and expertise will make Eurobank Direktna a bank of choice in the Serbian market. We are very excited about our agreement and look forward to unlocking all the synergies this merger will bring”.
Completion of the Transaction is subject to customary approvals by the competent regulatory and supervisory authorities and is expected to take place during the last quarter of 2021.
BNP Paribas acted as the exclusive financial advisor to Eurobank Serbia in connection with the Transaction while Milbank LLP, Živković Samardžić Law Office and Moravčević Vojnović in cooperation with Schoenherr provided legal assistance and advice.
Navios Maritime Partners L.P. And Navios Maritime Containers L.P. Announce Definitive Merger Agreement
Navios Maritime Partners L.P. (“Navios Partners”) (NYSE: NMM) and Navios Maritime Containers L.P. (“Navios Containers”) (NASDAQ: NMCI) announced yesterday that they entered into a definitive merger agreement under which Navios Partners will acquire all of the publicly held common units of Navios Containers in exchange for common units of Navios Partners (the “Transaction”).
Under the terms of the Transaction, public unitholders of Navios Containers will receive 0.39 of a common unit of Navios Partners for each outstanding common unit of Navios Containers. Based on the December 31, 2020 closing price of Navios Partners, this exchange ratio provides public unitholders with consideration valued at $4.37 per common unit of Navios Containers. This value represents a premium of 102.2% to Navios Containers’ closing price on November 13, 2020, the last trading day before Navios Partners announced its proposal to acquire all publicly held common units of Navios Containers and a premium of 6.5% to Navios Containers’ closing price as of December 31, 2020. In addition, it represents a premium of 168.1% to the 120-day volume weighted average price of the common units of Navios Containers for the period ending December 31, 2020.
The Transaction is expected to:
Simplify the capital and organizational structure
Create significant savings in public company costs
Reduce cost of capital, by increasing trading liquidity, float and access to the capital markets
Build scale through a larger, diversified asset base capable of generating increased earnings capacity
Enhance credit profile by increasing cash retention to support growth and deleveraging
Increase collateral value to assist in refinancing debt maturities
Provide all public unitholders of Navios Containers with the opportunity to continue to participate in the combined company.
The exchange of units of Navios Containers for units of Navios Partners in the Transaction is expected to be a tax-free exchange for unitholders of Navios Containers for U.S. federal income tax purposes.
The conflicts committee of the board of directors of Navios Containers (“Conflicts Committee”), consisting of independent directors, negotiated the Transaction on behalf of Navios Containers and its public unitholders and unanimously approved and recommended the merger. The Transaction was also unanimously approved by the board of directors of each of Navios Containers and Navios Partners.
The Transaction, which is expected to close in the first half of 2021, is subject to approval by holders of a majority of the outstanding Navios Containers common units, calculated in accordance with Navios Containers’ partnership agreement. The General Partner of Navios Containers has consented to the merger, and Navios Partner has agreed to vote the Navios Containers’ common units it holds in favor of the Transaction. The Transaction is also subject to other customary closing conditions.
Advisors
Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor and S. Goldman Advisors LLC acted as financial advisor to Navios Partners. Latham & Watkins LLP acted as legal advisor and Pareto Securities AS acted as financial advisor to the Conflicts Committee of Navios Containers. Thomson Hine LLP acted as legal advisor to Navios Containers.
AmTrust at Lloyd’s and Canopius sign merger agreement
Specialty re/insurer Canopius has signed a definitive agreement to merge its Lloyd’s business with AmTrust at Lloyd’s, a division of AmTrust Financial.From 1 January 2020, Canopius will merge its Syndicate 4444 with AmTrust Syndicate 1861 under the management of Canopius Managing Agents.As part of the deal, AmTrust Financial Services will become a significant minority shareholder in Canopius.
The transaction is expected to complete in the third quarter of 2019, subject to regulatory approvals.Together the companies aim to create a top-five insurer at Lloyd’s with combined premiums of approximately $2.2 billion.Canopius chairman Michael Watson said: “I am delighted at the prospect of welcoming our talented new colleagues from AmTrust at Lloyd’s. Today’s announcement marks a transformational step in our determination to build a leading Lloyd’s franchise.”The AmTrust at Lloyd’s business brings significant underwriting expertise, product diversification, and scale to the Canopius portfolio. Together we will broaden the product and service proposition we offer our highly-valued clients and distribution partners. Quite simply, this is a unique and exciting opportunity which places us amongst the top five businesses at Lloyd’s and we welcome AmTrust as a significant minority shareholder in Canopius.”AmTrust Financial chairman and CEO Barry Zyskind said: “The sale of AmTrust at Lloyd’s to Canopius is a significant step in the AmTrust Forward vision to be a leading specialty commercial P&C insurer focused on local markets and niche products where we can add significant value.”This transaction joins AmTrust with a great partner in Canopius through our minority stake in a top-five Lloyd’s syndicate. Our Lloyd’s clientele and employees will be well served by the new, larger, Canopius operation.”