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Publicis Swallows Brazilian Ad Agency

Publicis Groupe has taken control of Neogama, a Brazilian advertizing firm, as part of a larger deal for a British player. The French communications group has agreed to acquire 66% of Neogama shares from founder Alexandre Gama and his partners, and will receive 34% through an agreement to acquire control of UK-based Bartle Bogle Hegarty (BBH). It does not disclose the value of the purchase, and a spokeswoman declines to comment. Neogama, which booked EUR42m ($52m) in revenue in 2011 and has been working in partnership with BBH since 2002, will keep its name. KPMG advised Publicis, while Estater advised Neogama.

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Mapfre Takes All of CentAm Holdco

Spain’s mapfre has agreed to buy the 35% that it doesn’t own in the holdco for its Central American business from Panama’s Grupo Mundial, it says. Mapfre Mundial, as the holdco is known, contains the insurer’s operations in Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua and Panama. It does not disclose the value of the transaction, and does not respond to requests for comment. Mapfre bought the initial 65% from Mundial in 2009.

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Cielo Expands with US Buy

Cielo has agreed to buy US payment processor Merchant e-Solutions (MeS) for $670m, it says. The Brazilian credit card payment processor was particularly drawn to MeS’s payment platform technology and its potential use in Brazil, rather than to the international expansion. The move offers Cielo diversification and better defense against increasing competition in Brazil’s credit card payment sector, which will remain its major focus. The deal was seen at a multiple of 11x Ebitda, according to remarks from Cielo’s CEO cited in local news and wire reports, and Cielo does not expect to put money into growing MeS in the US. MeS processes more than $14bn per year in transactions, with more than 250 financial institution clients, taking in $124m in revenue for the 12-month period through May 31. The transaction is being financed through Cielo’s own cash generation and prepayment of receivables from issuers, according to a spokesman. Goldman Sachs advised Cielo, and JPMorgan advised MeS.

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German Exits Chilean Highway Position

German construction company Hochtief has sold its 45.45% its stake in the Vespucio Norte Express toll road operator in Chile to a consortium led by Canada’s Brookfield for EUR230m ($276m), it says. The sale raises the Brookfield consortium’s position up from the 50% it bought last year from Spain’s ACS, as part of a EUR261m deal that also included a stake in the San Cristobal tunnel. Hochtief and its original partners received the build, operate and transfer contract in 2001, and have been operating the road since 2006. Closing is expected by year-end. Lazard advised Hochtief, and a Brookfield spokesman does not return a request for comment.

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Petrobras Takes All of Texas Refinery

Petrobras has agreed to pay $820.5m to acquire the 50% that it doesn’t already own in Pasadena Refining Systems, it says, ending a prolonged legal dispute with former partner Transcor Astra over the US asset. In the deal, Petrobras pays Belgium’s Astra, controller of Astra Oil Trading, the value of a put option set in 2009. The option was the subject of a lengthy arbitration process between the two parties, which has now been resolved with the agreement. Petrobras acquired its original 50% stake in the Pasadena, Texas-based refinery in 2006 for $360m.

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Modelo Sells High

Anheuser-Busch InBev has agreed to buy the remaining 50% of Mexico’s Grupo Modelo, it says, for a $20.1bn price at the high end of market expectations. With the high valuation comes tremendous growth potential in Mexico, and AB InBev clinches one of the last few large beer assets left in the region. In the deal, AB InBev will pay $9.15 per share, about 30% more than the price of Modelo shares before talks were first disclosed June 25. In a related deal, US distributor Constellation Brands will buy Modelo’s stake in their US distribution joint venture for $1.85bn. The combined company should deliver cost and revenue benefits of at least $600m annually, according to AB InBev. Though Modelo’s controlling families had long been expected to only sell high, the acquisition price represents a multiple of about 16.2x Ebitda, compared to an average of about 12x-13x for international beer deals. It was higher than the 14x-15x level that analysts were estimating when the two sides announced they were discussing a deal earlier in the week. “A rich multiple is worth it given the growth potential for Mexico, the savings upside and potential for Corona as a global brand. Some may be disappointed by the fact that ABI has not secured US distribution, but looks like the anti-trust issues were too overwhelming,” UBS says in a report. Constellation will have control of distribution, marketing and pricing for all Modelo brands in the US. AB InBev will have the right to exercise a call option on the Modelo brands every 10 years. AB InBev is doing its best to block out its global competitors in the region. It paid $1.24bn for control of Cerveceria Nacional Dominicana in April. AB InBev plans to fund the acquisition with a 3-year, $8bn term loan and a $6bn credit facility for up to 2 years. The loan package is arranged by 11 of the brewer’s relationship banks, CEO Carlos Brito says on a conference call, and will cost “around 2%.” Bank of America, Santander, Bank of Tokyo-Mitsubishi, Barcla

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Equatorial Bids for Celpa

Brazil’s Equatorial Energia has placed a formal bid for control of power distributor Centrais Eletricas do Para (Celpa), it says. Under the proposal, Equatorial has exclusive rights to negotiate a deal with Celpa’s majority shareholder, Grupo Rede. Celpa filed for bankruptcy protection in February, citing deterioration in its finances. “The parties still are to present the terms of negotiation to Aneel and to the companies that have relationships with Grupo Rede, such as BNDES and Eletrobras,” Rede says. No terms have been disclosed. In May, Celpa presented a plan to sell BRL650m ($337m) in convertible debentures, an operation that contemplates a 40% haircut on existing debt. The 2027 bonds would come with a 15% coupon, and be mandatorily convertible into equity at Celpa’s discretion. Equatorial is controlled by private-equity fund Vinci Partners Investimentos, who would be expected to merge Celpa with Vinci’s Companhia Energetica do Maranhao (Cemar).

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America Movil Hits KPN Target

America Movil (AMX) is poised to reach a 27.70% stake in Dutch telecom KPN following the close of a public tender offer, it says. It has received offers in the tender for more shares than it needs to reach the pre-set ownership limit. Through the offer launched last month, it had been targeting up to 325m shares, at a price of EUR8.00 ($9.15) per share. The shares closed at EUR7.32 Wednesday. The Mexican telecom is looking to increase its beachhead in Europe at an attractive valuation. Despite AMX insisting it does not seek a full takeover, KPN had attempted to thwart the offer. Deutsche Bank is advising AMX. AMX also recently agreed to pay $1bn for a minority stake in Telekom Austria, a move which was welcomed by the target.

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