Acquisition International May 2012

May 2012 /

In this Issue/

6

DEAL GURU:

8

SECTOR TALK:

Are you paying too much?

Energy, environment & Cleantech deals

21 SECTOR SPOTLIGHT: AI 2012 Q1 review

TRADE FINANCE AS A TREND — AI speaks to Avellum Partners about trade finance in the Ukraine / 12

www. ACQUISITION-INTL .com

KUWAIT’S BURGAN BANK

— Acquisition Of Eurobank Tekfen / 10

CGS FUND III

— First acquisition after the fund’s first closing/ 11

CONTENTS:

May 2012

Editors Comment The near-zero-employee $1 billion company is here according to industry analysis by Magister Advisers, M&A advisers to the technology industry. A new breed of super-efficient technology companies is already emerging, capitalizing on near-free distribution channels that enable entrepreneurs to find significant markets for their innovations with minimal capital investment and virtually no headcount. These new conditions translate into minimal risk, unparalleled upside and potentially accelerated revenue generation for entrepreneurs.

Recent acquisitions and IPO valuations point to this trend. Facebook’s acquisition of Instagram, a business with 13 staff, for $1 billion translates into a value per employee of $77 million. Facebook’s IPO filing implies a value per employee for its own business of $33 million. Microsoft, by contrast, has a value per employee of $3 million.

Victor Basta, managing director of Magister Advisors, said: “The potential for this new breed of super-efficient companies to accelerate revenue generation is unprecedented. Microsoft went from zero to $1 million revenues in 3 years ($3.6 million in today’s terms). Facebook, by comparison, went from zero to $150 million revenues in 3 years, representing a 40-fold acceleration in real terms.

This will only get easier and faster for the right idea.”

This month Acquisition International reports on transactions from around the world and fingers crossed, this time next year we will be reporting on the first deal involving a billion dollar company! We also take a look into the Burgan Bank Acquisition of a majority stake in Eurobank Tekfen, as the “Deal of the Month.”

Enjoy the Issue, Charlotte Abbott, Editor charlotte.abbott@acquisition-intl.com

How to get in touch AI welcomes news and views from it’s readers.

Correspondence should be sent to; Address/ Acquisition International, Blakenhall Park, Barton under Needwood, Burton on Trent, DE13 8AJ. Tel/ 0844 809 4788 Email/ reception@acquisition-intl.com Website/ www.acquisition-intl.com Find us on/

CONTENTS — May 2012

ON THE COVER - TRADE FINANCE AS A TREND: /12

Acquisition International speaks to Avellum Partners about trade finance as a trend in the Ukraine.

NEWS: /04

The latest news stories from around the world.

DEAL GURU: /06

Are you paying too much? — How smart companies use FCPA & UK bribery act

SECTOR TALK: /08

PE-backed energy, environment & Cleantech deals.

Powered by Prequin.

DEAL OF THE MONTH: /10

Kuwait’s Burgan Bank acquisition of Eurobank Tekfen.

DEAL DIARY: /56 The latest M&A from around the world.

Publication production by Tabias Ltd.

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT: /37

Oil & gas industry outlook for 2012

Managing people Resolving disputes Cross border investment Banking secrecy 2012 Analysis of legal costs & services Doing business in Egypt Getting started in franchising AI 2012 Q1 review Doing business in Hong Kong Driving recovery in South Africa Doing business in India Doing business in Pakistan Marketing the mid size law Firm Goodbye big firm, hello small White collar crime report Resolving disputes Transfer pricing Doing business in the BVI The Cayman Islands Doing business in Germany Doing business in France Doing business in Sweden Doing business in Iceland Doing business in Macedonia Doing business in Estonia & Slovenia Doing business in Serbia Doing business in Belarus & BH Shipping finance in 2012 Forming companies

May 2012 /

/14 /15 /16 /17 /18 /19 /20 /21 /22 /23 /24 /25 /26 /27 /28 /30 /32 /35 /36 /38 /39 /40 /41 /42 /43 /44 /45 /46 /49

3

NEWS:

from around the world

RENEWABLES SET TO DEFY — M&A downturn

- Financial investors poised to kick-start jump in global renewable energy M&A - Deep Asian pockets: 5 out of 10 new investors likely to be from Asia - Eurozone crisis heavily impacted debt financing - Increase in deals up to US$500m anticipated - US, India and China top destinations for investment, but Europe falls behind

which was a vintage year for renewable M&A with a total of 591 deals valued at $51.2 billion announced during the year, a significant increase on the 431 transactions worth $24.2 billion recorded in 2010.

Deal activity showed a particular surge in wind and solar of 132% and 37% respectively. However, both were far outstripped by the rapid increase in deal activity in the biomass sector which leapt 300%.

Private equity and infrastructure funds are preparing to fly in the face of the downturn and kick-start an increase in deal activity in the renewable energy sector over the next 18 months, according to ‘Green Power: 2012’, KPMG’s annual survey of global renewable energy mergers and acquisitions (M&A).

Yet towards the end of the year, the market was beginning to show signs of cooling with both deals and new renewables investment slowing rapidly; in the last three months of 2011 only $33.4 billion was allocated globally to renewable energy projects – a fall of 39% on the previous quarter.

The survey, which highlights the drivers of global deal activity, found that 92% of all respondents expected infrastructure funds and private equity investors to be the most active in buying and investing in renewables (up from 64% a year ago), followed by independent power producers themselves 87%, (up from 61% last year) and marking a distinct shift away from utilities companies which have been the most active acquirers historically.

And the report warned that the positive sentiment of investors today could be badly affected by regulatory uncertainty in the US and the risk of retroactive tariff cuts, particularly across Europe.

Despite 70% of respondents indicating that it is now harder to secure debt financing to fund acquisitions of renewable projects and companies, the report, which gathered opinion from utilities, manufacturers of renewable equipment, governments and sovereign wealth funds amongst others, found that the majority of respondents (85%) expect renewable energy deal flow to remain robust in the next five years. More than 70% said they were attracted to hydro, onshore wind and solar PV investments in particular, confirming that they are seen as safe havens for longterm money.

And there was significantly greater confidence amongst respondents of an increase in deals valued below US$500m (60%) compared to those anticipating deals with a value in excess of US$500m (28%).

Andy Cox, Head of Power & Utilities at KPMG in the UK, said: “What our research has found is that green energy is becoming viewed by investors in much the same way as conventional infrastructure asset classes, like water companies and electricity grids. This is good news as it means renewables are seen as safe and stable, hence the return required by investors reduces and overall renewables becomes better value for money for energy consumers as they require less subsidy. Costs are falling rapidly to the point where renewables could soon start to challenge traditional energy sources. This in itself will stimulate renewed investment and M&A activity.”

The news will provide a welcome fillip to the industry which entered 2012 on a more subdued note in terms of deal volumes. This is in stark contrast to 2011,

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/ May 2012

On this point, 76% of the respondents who agreed that renewable assets had become attractive on the basis of their long term low risk returns said that the risk of retroactive tariff cuts would affect confidence in the sector as a whole.

Cox continued: “The investment climate remains fragile. While it is exciting to see so many respondents expecting to invest in green energy in the near future, this could all turn on a dime if struggling governments continue to retrospectively cut tariffs and so damage confidence.”

This has already been seen in the case of Spain where in 2010 the Government announced retroactive changes to renewable projects, which principally impacted solar PV projects that had been constructed prior to September 2008. Investor appetite was damaged yet, just as it began to recover, Spain has again raised the risk of retroactivity across all renewable technologies this year. Any changes must be clear and implemented swiftly. With large asset portfolios and strong sponsor counter-parties, Spain has a particularly attractive project M&A pipeline; which is on hold until investors have full visibility over future revenues.

Yet while sudden changes to policy would negatively affect the sector, taking renewable energy as a whole, the report concluded that the next decade must be dominated by the gradual removal of subsidies so that the industry can stand on its own two feet.

Cox said: “We are expecting some of the mature technologies in certain European countries to achieve grid parity over the next few years, so governments rightly should be looking to pull back on subsidies.

However, they should be careful to learn the lessons of past over-corrections which have had substantial detrimental effects. A focus on implementing flexible incentives, tapered to reflect the improving cost

efficiency of the industry, would ensure that the supply chain can better plan for the future; which in turn maximises efficiencies and energy consumer value for money.”

In terms of where future investment is expected to come from, the report predicted a major ramp up in outbound investment from Asia, continuing the nascent trend seen in 2011, with over 43% of respondents ranking China top in terms of countries most likely to enter the global renewable energy market.

5 of the top 10 ten most likely countries or regions from which renewable energy investment activity will derive in the next 18 months are in Asia. Investment is stimulated by low interest rates in the case of Japan and in China by equipment manufacturers seeking to expand into new markets.

Meanwhile, the USA came out as the top destination (46%) for investment by a considerable margin despite the anticipated expiry of a number of US subsidies and the uncertainty surrounding their replacement. India, China and Germany (23%, 21% and 21% respectively) are the second and joint-third most attractive destinations.

Key findings: - 150 M&A transactions totalling US$9bn were announced in Q1 2012, a slight increase from the US$8.75bn value of 150 transactions in Q4 2011; - Outbound Asian M&A increased by more than 50% from 2012, with 29 acquisitions announced totalling $2.1bn of assets acquired outside Asia in 2011; - China seen as the greatest new market entrant (43%), followed by the US (29%) and Germany (8%); - Corporates and investors are targeting solar PV (27%), biomass (21%) and onshore wind (18%), whilst debt providers’ principal investment focus is on onshore wind (56%), solar PV (46%) and hydro (26%); - There was a 39% decrease in renewable energy project finance to US$33.4bn in Q4 2011, compared with the previous quarter; 13% below the quarterly average during the last three years; - A number of utilities companies have been divesting non-core assets in the renewables sector; a trend which KPMG sees continuing in the near term, alongside a limit on their investing in new deals. Their focus is expected to remain on offshore wind investment where the scale of projects are more akin to their traditional generation assets.

ACQUISITION INTERNATIONAL

NEWS:

from around the world

AESICA PARMACEUTICALS — Appoints new chairman

One of the fastest growing businesses in the UK, Aesica Pharmaceuticals, the pharmaceutical contract manufacturer backed by Silverfleet Capital, the European private equity firm, today announces the appointment of David Greensmith as non-executive chairman.

David has highly relevant experience from operating in the chemical and pharmaceutical markets, as well as through holding a number of private equity backed non-executive chairmanship positions.

David’s previous executive roles include managing director of Fujifilm Imaging Colorants and COO of Avecia Group.

David’s appointment comes on the back of news that Aesica chief executive Robert Hardy has been named CEO of the Year for the North East region in the BVCA (British Venture Capital Association) Management Team Awards.

Headquartered in the North East [of England], Aesica exemplifies a UK manufacturing success story.

Over the last four years turnover has quadrupled in size from €25 million in 2005 to a forecast of €180 million this year. In the last 12 months alone, the business has doubled its employee numbers to approximately 1300.

Adrian Yurkwich, the partner at Silverfleet Capital with responsibility for healthcare who is on the board as a non-executive director, commented: “David joins at an exciting time for the business. We have recently strengthened links with the US market after the site at Queenborough in Kent passed its first US FDA inspection. This is a particularly significant development for Aesica and will help it to boost credibility in the US market at a time when the company is expanding its presence outside of Europe.

“David has excellent experience as a chairman of private equity backed businesses and understands the dynamics of the pharmaceutical manufacturing sector well. We look forward to working with him.”

David Greensmith commented: ”Aesica is an excellent business with a first rate management team who have achieved impressive growth. The Company expects to continue to deliver strong growth and further strengthen its international footprint.”

Dr Robert Hardy, CEO of Aesica, added: “We are delighted that David has joined the Aesica team.

His insight will put us in an even stronger position to achieve our vision of becoming the number one supplier of Active Pharmaceutical Ingredients and Formulated Products to the pharmaceutical industry.

We have already made significant strides towards this goal and will continue our focus on organic growth and strategic acquisitions.”

ACQUISITION INTERNATIONAL

Aesica has manufacturing and development facilities in the UK, Germany and Italy. The company is able to develop products from the initial clinical stage through to final commercial supply and provides primary and secondary contract manufacturing services to the highest possible regulatory standards.

Palamon portfolio company, Cambridge Education Group, completes £23 million financing package with RBS Palamon Capital Partners (“Palamon” or the “Firm”), one of Europe’s leading mid market private equity firms, has concluded a transaction with Royal Bank of Scotland (“RBS”), to provide a £23 million financing package for its portfolio company, Cambridge Education Group (“CEG” or the “Company”) which includes a dividend recapitalisation for equity holders and additional debt financing for continued growth.

Cambridge Education Group is a leading UK provider of pre-University foundation programmes and English language training principally to foreign students keen to attend UK universities. Having identified the growing attractiveness of British education to international students Palamon acquired CEG in 2007 in partnership with a new management team led by Fergus Brownlee. Since that time, CEG has tripled revenue organically to £55 million by expanding its teaching capacity whilst focusing on providing the highest standards of education. Overall the number of students taught on an annual basis has more than quadrupled from 460 at the time of investment to more than 2,000 today.

significantly over the coming years by further developing its teaching capacity and enlarging its footprint.”

Fergus Brownlee, CEO of CEG said, “With Palamon’s financial and strategic support we have been able to execute an organic growth strategy that has tripled the size of the business in five years. With the additional backing of RBS we now have in place the facilities and capital structure to underpin the next stage of our development. We are delighted to have secured this backing.”

Peter Talbot Managing Director, Financial Sponsors, Midlands at Royal Bank of Scotland commented, “RBS has worked extensively with Palamon and have a good understanding of their growth investing model. We are therefore delighted to provide support to Cambridge Education Group, a fast growing and highly successful UK business. Under the leadership of a very strong management team CEG has clear drivers for future growth, which RBS is committed to supporting into the future.”

This is the third dividend recapitalisation that the Firm has completed since 2009, a reflection of the strength of both Palamon’s portfolio performance and its relationships with supportive banks. As Palamon’s growth investment strategy typically utilises modest levels of initial leverage, recapitalisations have successfully been used to return capital once a business has achieved scale. In every case Palamon has maintained a stake in the ongoing businesses as they enter a period of accelerated growth.

The strength and profitability of the business has allowed the Company to secure a financing package including capital expenditure financing, mortgage backed and revolving credit facilities which will support its future growth. The financing has also enabled the repayment of Palamon’s initial capital plus a return of over 50%. Palamon and the management team continue to own a significant majority shareholding in the Company.

Dan Mytnik, Partner at Palamon Capital Partners commented, “With Cambridge Education Group, we have supported a well positioned company to execute a remarkable growth strategy. The business is on a clear path to continue increasing profitability

May 2012 /

5

DEAL GURU:

Are you paying too much?

ARE YOU PAYING TOO MUCH?

— How smart companies use FCPA & UK bribery act due dilligence to ensure their deals are valued correctly

By M. Scott Peeler and Erin Callahan There is a global focus on corruption that shows no signs of abating and in fact, is intensifying. Beginning with the adoption of the Sarbanes-Oxley Act in 2002, we have seen an increase in regulation designed to put the brakes on clever accounting and even cleverer “innovative” banking products.

Society - and in response government-wants its pound of flesh for the practices of the large corporates like Enron and large financial institutions like Lehman Brothers. Punishment is exacted in the form of increasingly large penalties, occasional jail sentences and ubiquitous demands for ever stricter corporate governance and compliance programs. The most common and effective tools for exacting punishment are the U.S. Foreign Corrupt Practices Act (“FCPA”) and its souped-up sidekick — the UK Bribery Act. The Foreign Corrupt Practices Act In 1977, in the wake of the Watergate scandal, the U.S. Congress enacted the FCPA to halt the bribery and corruption of foreign officials. In addition, it was hoped that the FCPA would lead to more integrity and accountability in business and more efficient and equitable distribution of economic resources.

The FCPA created criminal and civil penalties for payments, or the promise of anything of value, by U.S. corporations or U.S. nationals to foreign officials for the purpose of gaining an improper advantage or obtaining or retaining business. The FCPA also applies to foreigners who take part in furthering such bribes while in the United States.

The U.S. Department of Justice (“DOJ”) has made prosecuting violations of the FCPA one of its top priorities in recent years.

FCPA enforcement is now viewed as a national security issue.

The DOJ is focusing its efforts on “industry sweeps” of those sectors it considers to be at high risk of corruption, including energy, mining, banking, insurance, telecommunications, pharmaceuticals, gaming and manufacturing.

From 2004 through 2009, the DOJ brought more FCPA prosecutions than in all of the previous 26 years combined since the act was passed. In 2010 alone, the DOJ resolved more than 50 FCPA enforcement actions, with 35 defendants currently awaiting trial on FCPA charges. In November 2011, the DOJ secured a 15-year prison sentence in an FCPA case-the longest ever imposed.

Foreign companies are increasingly a target of FCPA enforcement actions, as the United States attempts to pressure foreign governments into being more proactive in the anticorruption arena. Under the theory of “correspondent bank account” jurisdiction, the DOJ need only establish a tenuous connection to the United States in order to bring a prosecution under the FCPA. It is enough for U.S. dollar funds to have cleared overnight in the U.S. branch of a bank with no other connection to the United States. Eight of the 10 largest FCPA actions of all time were against foreign corporations and in 2010 the six largest actions, accounting for 80% of the fines, were against foreign companies.

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/ May 2012

The UK Bribery Act As of July 1, 2011, companies with any tie to the United Kingdom’s stream of commerce — and not just those with share listings in London — are subject to the tough new UK Bribery Act. Its scope is similar to the FCPA, with three important distinguishing features. First, accepting a bribe from or paying a bribe to any individual is prohibited, no matter where it occurs. For instance, a bribe paid to an employee of a private company is illegal.

This is a much broader prohibition than the FCPA, which makes it illegal to offer anything of value only to foreign government officials and employees of international public organizations. Second, a company can be held strictly liable for bribery if the company fails to put in place procedures to prevent corruption. Third, there is no limit on the size of fines, and the potential prison sentences are longer than under the FCPA. Unlike the FCPA, the UK Bribery Act does not have an exception for facilitation payments, such as those used to speed up the process for obtaining a building permit or import license.

Impact on Deal Price When you mention the word “compliance” to almost anyone working in capital markets, be they bankers, lawyers or accountants, you almost immediately lose your audience.

Compliance is just a cost center, right? Just another hurdle in the way of getting deals done efficiently and cost-effectively, right? Wrong! In the new era of compliance-hungry regulators, who are fighting corruption Clark Kent style, it pays to put these issues at the forefront of every deal.

FCPA and UK Bribery Act investigations can have an immediate impact on share price. For example, on March 1, 2011, the Las Vegas Sands Corporation announced that the Securities and Exchange Commission (“SEC”) and the DOJ were investigating its FCPA compliance. By the end of the trading day, its share price had dropped 6.3%, which represented a shrink in market capitalization of $1.67 billion in a single day.

Examples of this kind, showing a marked drop in share price and value in response to announcements of alleged corruption, are prevalent among the small-to mid-cap companies. The large-cap companies tend to be hit less hard and to rebound more quickly. Among the possible reasons for this phenomenon are the stronger reputation in the market of many large cap companies and the less significant impact any ultimate fine will have on the market capitalization of such companies.

FCPA fines are steep and are on the increase. In 2010, companies paid in penalties an average of $2.14 per U.S. dollar gained from FCPA violations. This is an 1800% increase from penalties of just $0.11 per dollar in 2007. In 2010, corporate fines and disgorgements for FCPA violations amounted to over $1.7 billion, which exceeded all previous years. And, the six largest actions in 2010 accounted for $1.36 billion of this total.

There are also significant “downstream effects” that can far surpass the cost to companies of FCPA fines and drops in share

price. These include securities class actions, disbarment from foreign government contracts and restrictions on the ability to import or export goods and services.

Corruption has a big impact on the cost and sometimes even the ultimate viability of a deal. The discovery of FCPA and UK Bribery Act violations can unravel potential merger discussions.

In 2003, Titan Corporation entered into merger discussions with Lockheed Martin for $1.8 billion. Titan represented in the merger agreement that neither it nor any of its subsidiaries had taken any actions to violate the FCPA. When it was later revealed that Titan had funneled more than $2 million through an agent in Benin toward the election of that country’s president, the merger with Lockheed Martin collapsed.

“Successor Liability” Approach to Enforcement Increasingly, the U.S. government has wielded the enforcement powers of the FCPA in a manner that casts the specter of “successor liability” on acquirers for historical violations of acquired companies, even when the acquirer played no role in the pre-acquisition conduct. This approach to successor liability is frequently invoked when the acquirer is seen to have failed to undertake adequate due diligence to inform itself about the violations and allows the prohibited conduct to continue postacquisition after the acquired business has been consolidated with that of the acquirer.

For example, in September 1998, Halliburton, through a series of corporate transactions, acquired KBR. It was later revealed that from 1994, prior to its acquisition by Halliburton, and continuing through 2004, KBR and its partners in the TSKJ joint venture had paid bribes to a wide range of government officials in order to obtain contracts worth more than $6 billion to build the Bonny Island liquefied natural gas facility in Nigeria.

The SEC subsequently accused KBR of violating the anti-bribery provisions of the FCPA and aiding and abetting Halliburton’s violations and accused Halliburton of conducting insufficient due diligence and failing to design and maintain adequate internal controls when it consolidated KBR’s false financial statements into its own. In enforcing the books and records violations against Halliburton, the SEC used those alleged failures, along with Halliburton’s own lack of post-acquisition vigilance and alleged misconduct, to force a sizable penalty.

Halliburton and KBR agreed to pay $177 million in disgorgement to settle the SEC’s charges. KBR also agreed to pay $402 million to settle the DOJ’s parallel criminal charges, $382 million of which was paid by Halliburton under contractual indemnification arrangements with KBR as part of KBR’s spin off as a separate public company in 2006. In addition, as part of the resolution of the SEC investigation, Halliburton agreed to retain an independent consultant to perform a review of its internal controls and record-keeping policies and to adopt any necessary improvements.

The idea of successor liability is troubling to many legal

ACQUISITION INTERNATIONAL

DEAL GURU:

Are you paying too much?

practitioners, particularly those practicing in jurisdictions outside of the United States. For instance, in the UK, successor liability is limited to certain torts, such as product liability and environmental breaches, situations involving express or implied assumptions of liability, de facto mergers where the successor is a continuation of the predecessor, or mergers done as a pretext to defraud creditors.

In contrast, the U.S. government’s approach to successor liability has become a primary enforcement feature of the FCPA in any type of acquisition, and because the vast majority of cases settle, its legality has not yet been challenged in a court of law.

Prophylactic measures To avoid a loss in deal value, an acquirer must conduct careful anticorruption due diligence that is specifically tailored to the company being acquired. First, however, the level of risk should be assessed through a series of key questions. These questions include: 1. Are any employees, owners, or principals current or former government employees or closely affiliated with one?

2. What practices and safeguards are there regarding gifts, entertainment, hospitalities, charitable contributions, sponsorships, donations and other benefits?

3. What is the target’s relationship with intermediaries (distributors, agents, consultants, etc.)?

4. Have there been any past investigations/violations?

5. Does the target operate in a high-risk industry/high-risk country?

6. What is the target’s association with foreign governments? Does it provide them with goods and services? Is it government owned or controlled? Does it rely on government-issued licenses or permits?

7. Does the target have clear policies and procedures in place to detect, report and manage FCPA and UK Bribery Act violations?

8. Is there any suspicion of FCPA or UK Bribery Act violations in the target?

9. What does the Transparency International Corruption Perception Index reveal about the target?

Second, the target’s systems and controls should be evaluated in the following areas: 1. Use of agents and outside consultants 2. Expense claims, payments and petty cash disbursements 3. Contracting/contact points with government bodies 4. Fraud response procedures/mechanisms 5. Entertainment and gift practices 6. Record-keeping practices and accuracy of books and records 7. Relationships with state-owned enterprises Coordination with accountants and auditors in conducting pre-merger anticorruption due diligence is vital. Cash is

ACQUISITION INTERNATIONAL

the most prevalent form of bribery worldwide, particularly disbursements to sales people, and so these professionals have a critical role to play in their review of books and records.

They should report back regularly to the legal experts, who can make an informed decision on the likelihood of FCPA violations based on what is unearthed by the accountants. In the United States, it is sometimes possible to extend attorneyclient privilege to an accountant’s findings, if the accountant is acting as an agent for the attorney or is retained directly by the attorney to provide services to the attorney’s client. This would, of course, be the best possible outcome.

In order to reduce the risk of potential FCPA and UK Bribery Act liability, every acquirer should consider (1) encouraging the target to undertake a compliance investigation prior to any potential investment; (2) insisting on the right to audit the books and records of the target; (3) insisting on anticorruption and compliance representations and warranties; and (4) requiring execution of FCPA and UK Bribery Act compliance certifications.

If the due diligence reveals FCPA or UK Bribery Act issues, a buyer has several options available, including (1) negotiating specific indemnification provisions; (2) self-reporting to the DOJ or SEC; (3) adjusting the deal price or walking away from the transaction; and (4) allocating potential fees and fines in the merger agreement.

If there is not time to conduct adequate anticorruption due diligence prior to closing, then the acquirer could consider requesting an advisory opinion from the DOJ. Halliburton did this in connection with its recent proposed acquisition of a British company operating in the oil and gas industry in more than 50 countries, some of which were high risk, to ensure that it would not incur any FCPA liability. The target was accepting closed bids with a very limited amount of due diligence allowed in accordance with London Stock Exchange rules. The DOJ advised Halliburton that the transaction itself would not create any FCPA liability and that it would not be prosecuted for any of the target’s pre-acquisition con- duct, provided that it disclosed any questionable conduct discovered during a 180-day postclosing period, and that it completed a detailed post-closing due diligence plan.

Compliance Programs Because of the significant risk corruption poses to the success and cost of a deal, it is prudent for companies to establish a “best practices” compliance program to mitigate potential damage from hidden corruption.

The UK Bribery Act contains an affirmative defense that allows a company to avoid strict liability only if it can demonstrate that it had in place “adequate procedures” designed to prevent bribery. Although the FCPA does not contain an analogous provision, the United States considers good compliance programs to be an important mitigating factor. In fact, recent amendments to the U.S. Sentencing Guidelines include “monitoring and auditing to detect criminal conduct” and “evaluating] periodically the effectiveness of the organization’s compliance and ethics program” as essential elements of an effective compliance program.

Conclusion There can be no doubt: corruption is expensive, it damages corporate and individual reputations, and it can seriously impair — if not kill — a deal. Smart companies, however, turn those negatives to their advantage. They recognize that by performing meaningful anticorruption due diligence they can protect themselves from overpaying for key acquisitions; avoid costly diminutions of share value; and mitigate the risk of successor liability that surely follows a post-acquisition discovery of corruption.

These companies put into practice the sage and oft-quoted advice that “the best defense is a good offense,” and by so doing, position themselves to reap the benefits of their best practices compliance efforts for years to come.

If, on the other hand, due diligence is conducted but potential issues do not arise until after the merger, then the acquirer should seek thoughtful and expert legal advice as to whether to make a voluntary disclosure of its findings to the DOJ. In addition, if a company agrees to develop evidence against others and provide it to the DOJ and SEC, as many have done, this can mitigate liability. This so-called “cooperation credit” can be very expensive, because it requires a comprehensive internal investigation and then full remediation.

There are also significant “downstream effects” that can far surpass the cost to companies of FCPA fines and drops in share price.

May 2012 /

7

SECTOR TALK:

PE-backed energy, environment & Cleantech deals

PE-BACKED ENERGY, ENVIRONMENT & CLEANTECH DEALS

— Powered by The energy, environment and cleantech sector has been an attractive space for private equity firms to deploy their capital over the years, with the industry receiving $184.7bn of investment since the period 2006 – 2012 YTD (as at 08/05/2012), across a total number of 756 deals.

NO. AND AGGREGATE VALUE OF PE-BACKED BUYOUT ENERGY, ENVIRONMENT & CLEANTECH DEALS GLOBALLY:

H1 2006 - H1 2012 YTD (as at 08-May-2012) Period

No. of Deals

Aggregate Value of Deals ($bn)

H1 2006 H2 2006 H1 2007 H2 2007 H1 2008 H2 2008 H1 2009 H2 2009 H1 2010 H2 2010 H1 2011 H2 2011 H1 2012

48 49 74 64 58 58 38 67 51 61 62 62 64

4.1 34.8 60.1 11.4 10.1 6.9 2.2 6.0 5.5 5.4 13.0 11.9 13.4

YTD (as at 07/03/2012)

The value of deals taking place in the energy, environment and cleantech sector peaked in H1 2007, with $60bn invested across these industries, up from $34.8bn in H2 2006. Deal volume also hit a record high, with 74 deals completed during the same period, up from 49 seen in H2 2006.

The second half of 2007 witnessed a sharp 81% decrease in aggregate deal value over H1 2007 figures and since this period deal value has never returned to the levels witnessed in the buyout boom era.

Interestingly, H1 2012 YTD has already produced a post-Lehman high in aggregate deal value at $13.3bn across 64 deals. However, over half of this value derives from the $7.15bn PE-backed acquisition of El Paso Corporation’s Oil And Natural Gas Exploration And Production Assets, announced in February 2012.

NUMBER OF PE-BACKED BUYOUT ENERGY, ENVIRONMENT AND CLEANTECH DEALS BY REGION:

2006 - 2012 YTD (as at 08-May-2012) Region

2006 2007

North America 68 Europe 22 Asia & ROW 7

89 29 20

2008 2009 2010 2011 2012 YTD 63 33 20

56 31 18

61 32 19

74 35 15

33 10 21

When looking at the volume of energy, environment and cleantech deals by region, North America is clearly the most attractive place for private equity firms to invest their capital. Since 2006 to present, it has consistently accounted for over 50% of the total number of PE-backed energy, environment and cleantech deals each year. Europe tends to attract the second largest number of deals in the energy, environment and cleantech space; however, so far this year, 33% of all deals have been announced in Asia and ROW, whereas Europe accounts for just 16%. North America makes up 52% of all deals announced in 2012 YTD.

BREAKDOWN OF PE-BACKED BUYOUT ENERGY, ENVIRONMENT AND CLEANTECH DEALS BY REGION:

2006 - 2012 YTD (as at 08-May-2012) Region

2006 2007

North America 70% Europe 23% Asia & ROW 7%

64% 21% 14%

2008 2009 2010 2011 2012 YTD 54% 28% 17%

53% 30% 17%

54% 29% 17%

60% 28% 12%

52% 16% 33%

Source: Preqin

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/ May 2012

ACQUISITION INTERNATIONAL

SECTOR TALK:

PE-backed energy, environment & Cleantech deals

AGGREGATE VALUE ($BN) OF PE-BACKED BUYOUT ENERGY, ENVIRONMENT AND CLEANTECH DEALS BY REGION:

H1 2006 - H1 2012 YTD (as at 08-May-2012) Region

2006

North America 33.0 Europe 5.3 Asia & ROW 0.5

2007

2008

2009

2010

2011

2012 YTD

60.7 8.6 2.1

9.6 6.6 0.9

5.9 1.5 0.8

6.9 1.9 2.1

17.8 3.8 3.3

11.7 0.4 1.3

Source: Preqin

Of the 188 PE-backed energy, environment and cleantech deals made between 2011 and 2012 YTD, 42% of these have been leveraged buyout transactions.

Add-on acquisitions interestingly show that the energy, environment and cleantech sector has gone through some consolidation recently, with 32% of all deals for the same period falling into this category.

Growth capital and take-private deals accounted for 19% and 7%, respectively.

NO. AND AGGREGATE VALUE OF PE-BACKED BUYOUT ENERGY, ENVIRONMENT AND CLEANTECH DEALS BY TYPE:

2011 - 2012 YTD (as at 08-May-2012) Type

No. of Deals

Aggregate Deal Value

LBO Add-on Growth Capital Public to Private

79 60 35 14

28.7 2.5 3.0 4.1

Source: Preqin

From the period 2011 to 2012 YTD, there have been two high profile large-cap ($1bn+) deals announced across the energy, environment and cleantech sector. In November 2011, KKR, Natural Gas Partners, Crestview Partners and ITOCHU Corporation signed a definitive agreement to acquire Samson Investment Company for $7.2bn, making this the largest private equity transaction following the collapse of Lehman Brothers. In February 2012, the Oil and Natural Gas Exploration And Production Assets of El Paso Corporation was to be acquired for $7.15bn by a consortium of investors including Apollo Global Management, Riverstone Holdings, Access Industries and Korea National Oil Corporation.

10 LARGEST PE-BACKED BUYOUT ENERGY, ENVIRONMENT AND CLEANTECH DEALS:

2011 - 2012 YTD (as at 08-May-2012) Firm

Website

Investment Type

Deal Gate

Samson Investment Company

www.samson.com

Buyout

El Paso Corporation

Investors

Bought From/ Exiting Company

Primary Industry

Location

Nov-11 7,200 USD

Crestview Partners, ITOCHU Corporation, Kohlberg Kravis Roberts, NGP Energy Capital Management

-

Oil & Gas

US

www.elpaso.com

Buyout

Feb-12

7,150 USD

Access Industries, Apollo Global Management, Korea National Oil Corporation, Riverstone Holdings

El Paso Corporation

Oil & Gas

US

Frac Tech Holdings

www.fractech.net

Buyout

Apr-11

3,500 USD

Chesapeake Energy Corporation, CPP Investment Board, RRJ Management, Temasek Holdings

-

Oil & Gas

US

Alinta Energy Cheniere Energy, Inc. Ansaldo Energia

www.alintaenergy.com www.cheniere.com www.ansaldoenergia.com

Restructuring PIPE Buyout

Mar-11 2,100 AUD Feb-12 2,000 USD Mar-11 1,233 EUR

TPG

Finmeccanica, First Reserve -

Energy Oil & Gas Power

Australia US Italy

Broad Oak Energy, Inc.

www.broadoakenergy.com

Merger

Jun-11

Laredo Petroleum, Warburg Pincus

-

Oil & Gas

US

Encana Corporation North Texas gas units KinderHawk Field Services

www.encana.com

Buyout

Nov-11 975 USD

EnerVest

Encana Corporation

Energy

Canada

www.kinderhawk.com

Add-on

May-11 920 USD

AIG, Carlyle Group, Goldman Sachs Merchant Banking Division, Kinder Morgan, Inc., Riverstone Holdings

Petrohawk Energy Corporation

Oil & Gas

US

Colonial Ventures LLC

www.colpipe.com

Buyout

Nov-11 850 USD

Caisse de depot et placement du Quebec

-

Oil & Gas

US

Oil And Natural Gas Exploration And Production Assets

ACQUISITION INTERNATIONAL

Deal Size

1,000 USD

Blackstone Group Corporation

May 2012 /

9

DEAL OF THE MONTH:

Kuwait’s Burgan Bank acquisition of Eurobank Tekfen

KUWAIT’S BURGAN BANK — acquisition of Eurobank Tekfen Kuwait’s Burgan Bank recently signed an agreement with Eurobank to buy a 99.26 percent stake in Eurobank Tekfen – The Greek Lender Eurobank EFG’s Turkey branch.

Burgan Bank Group has acquired the stake for a consideration value of KD99 million ($355 million) representing 0.98x of shareholder’s equity as of end of September 2011. Burgan Bank has also agreed to purchase an additional Turkish loans portfolio of EFG’s Turkish loans totaling KD78 million. The consideration will be fully funded internally by Burgan’s cash resources.

Burgan Bank is the commercial banking arm of Kuwait Projects Co. (KIPCO) and has a presence in Kuwait, Jordan, Iraq, Algeria, and Tunisia with an expansion plan aimed at increasing footprint within MENA and Turkey. The deal took 8 months from start to finish as signing the share purchase agreement with Eurobank EFG and is expected to be finalized (transaction closes) in the third quarter of 2012.

Citi acted as the investment banking advisor, Ernst & young –Turkey performed the Financial, Tax and IT due diligence while Verdi Avukathk Ortaklig acted as the legal advisors.

The final transaction closure is subject to final approval with regulators in Kuwait (Central Bank of Kuwait) and Turkey (BRSA) Eurobank Tekfen is a partnership between EFG Eurobank and Turkey’s Tekfen Holding.

It has been up for sale since last July by EFG, Greece’s second-largest bank. The sale comes as Greek banks, hurt by the country’s sovereign debt crisis, are trying to boost capital. Acquisition International speaks to Bashir Jaber (Assistant General Manager – Corporate Communications) from Burgan Bank about the transaction.

WHAT WAS THE STRATEGIC REASON FOR KUWAIT’S BURGAN BANK BUYING EUROBANK TEKFEN? “On the backdrop of Burgan Bank’s international strategy to diversify sources of revenues, better distribution of Risk, increase scale, capabilities and footprint, Eurobank Tekfen represents a fully operational platform that operates in a

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/ May 2012

growing and dynamic market. Turkey benefits from solid fundamentals, growth prospects, sizeable & underpenetrated market. Turkey economy actually constitutes one-third of the overall size of MENA economy. Eurobank Tekfen offers a strategic fit with Burgan Bank expansion strategy and banking operations. It is the right asset with the right scale for Burgan to enter the attractive Turkish Market.”

HOW DO YOU PLAN TO INTEGRATE EUROBANK TEKFEN INTO THE ORGANISATION?

“We are aiming to acquire a long-term growth through exploiting Burgan’s capabilities, know-how and network to support & further enhance Eurobank Tekfen growth plans.”

WHAT OTHER SYNERGIES DO YOU FORESEE FROM THE TRANSACTION?

“The acquisition creates operational synergies within the Burgan Bank Group network. Turkey has a unique geopolitical location and by entering the Turkish market, Burgan Bank is well positioned to further develop as a regional financial institution, leveraging on its existing international presence in Jordan, Iraq, Algeria and Tunisia. ”

HOW HAS THE DEAL BEEN FINANCED? AND IS THE DEAL SUBJECT TO ANY COMPETITION CLEARANCE FROM ANY AUTHORITIES? “The acquisition is entirely funded by Burgan’s existing cash reserves; the closure of the deal is subject to the final approval of Central bank of Kuwait and BRSA in Turkey.”

WILL THERE BE CHANGES TO THE MANAGEMENT TEAM OF THE BUSINESS POST TRANSACTION? AND WHAT WILL THIS DEAL MEAN FOR CUSTOMERS AND SUPPLIERS OF THE BUSINESS? WHAT CHANGES WILL THEY SEE?

“Eurobank Tekfen has a strong and seasoned management team with the local know-how and deep knowledge of the Turkish market. We do not foresee any management changes. The deal will enhance the banking experience for everyone. We will be supporting Eurobank Tekfen to pursue and further enhance their growth plans hence enhancing the banking experience for all parties.”

HOW WILL YOU ASSESS WHETHER THE DEAL HAS BEEN A SUCCESS WHEN YOU LOOK BACK IN ONE YEAR’S TIME?

“By looking at the improving profitability of the bank and its returns! Turkey is an attractive market with solid macroeconomic fundamentals and entering the market is one of our expansion strategy targets. This acquisition of an established banking platform for a price in line with the capital requirement for a Greenfield banking license and with no creation of goodwill ( acquiring at book value), is accretive to shareholders from day one.”

Company: Burgan Bank Name: Bashir Jaber Web: www.burgan.com Email: Bash@burgan.com Telephone: +965 22988400

ACQUISITION INTERNATIONAL

ON THE COVER:

CGS fund III – First acquisition after the fund’s first closing

CGS FUND III — First acquisition after the fund’s first closing With RAUSCHER & STOECKLIN AG CGS acquired a traditional Swiss company enjoying an excellent reputation in its market. One week after the first closing of its new fund CGS III signed its first deal and acquired Rauscher & Stoecklin AG. Together with the existing management team CGS will further develop the traditional Swiss company in the area of electrical components for infrastructure. Through acquisitions a strong pan-European industry group shall be created.

Traditional Swiss company

Rauscher & Stoecklin AG was founded in 1919 by Hermann Rauscher and Achilles Stoecklin. Both founders used to work at Sprecher + Schuh, before they started their operation focusing on switches and control systems. In the late 1920’s the two founders built their first transformer.

With CGS the families Rauscher and Stoecklin have found their partner of choice for the establishment of an international industrial group to proceed their lifetime achievement.

So they added over line switchgears, high current sockets and plugs, and house service connection systems. The focus for their own manufactured

ACQUISITION INTERNATIONAL

products was and still is today the Swiss market, where they have been very successful in the past and enjoy a unique market position.

Electricity is one of the most important sources of energy and driving force of modern society

Rauscher & Stoecklin stands for innovative products with highest quality standards and specifications.

It manufactures oil-cooled transformers for the medium voltage range and electrical engineering equipment, such as switchgears, high current plugs and sockets, switch and control systems.

The transformers are used in the electrical distribution network and are the biggest business unit. The technology, especially in the reduction of dissipation losses, has significantly improved with the consequence that a distribution transformer is being replaced after only 20 years in service even though the life expectancy is beyond 50 years. The electrical engineering equipment products are used in various housing and rail systems applications.

With its products Rauscher & Stoecklin has very high brand recognition and an excellent reputation for quality products.

Outlook

The management has a great experience and is very loyal to the company. CGS is happy to build a pan-European company with the existing management that further enhances its sophisticated applications.

Company: C|G|S Management Name: Dr. Rolf Lanz Email: rolf.lanz@cgs-management.com Web: www.cgs-management.com Address: giesinger gloor lanz & co.

Huobstrasse 14 CH-8808 Pfäffikon Telephone: +41 55 416 16 36 Fax: +41 55 416 16 40

May 2012 /

11

ON THE COVER:

Trade finance as a trend

TRADE FINANCE — as a trend Acquisition International speaks to Glib Bondar, Partner of Avellum Partners about trade finance as a trend in the Ukraine. equipment, while, in the foreseeable future, Ukraine would predominantly be an active “consumer” rather than a “supplier” of such equipment. For the above reasons, there are some doubts as to the prospects of occurrence of an active Ukrainian ECA in the near future.”

Kiev / Ukraine

GLIB, CAN YOU PLEASE HIGHLIGHT MAIN TRENDS OR SHIFTS IN CURRENT UKRAINIAN FINANCINGS MARKET?

“Due to limited or no appetite for Ukrainian risk and global finance markets volatility, capital markets and traditional bank lending are no longer easily accessible to Ukrainian borrowers (subject to few exceptions). At the same time, supply of ECA-backed trade financing continues to be available and trade financing seems to be active this year as well.”

TRADE FINANCE AS A TREND: IS THIS INSTRUMENT POPULAR IN UKRAINE?

“Yes, there is high demand due to the absence or lack of other readily available sources of funding and heavily outdated technologies used by Ukrainian companies requiring upgrade by much more advanced technologies produced by developed countries (e.g., countries of European Union or United States).”

TRADE FINANCE INVOLVING AN ECA: WHAT ARE PROS AND CONS?

“The pros of trade finance include relatively low cost of funds for borrowers and availability of long-term funding, low risk for lenders due to ECA coverage and guaranteed payment to foreign exporters. Some of cons are relatively insignificant amounts of trade finance loans (as compared to syndicated loans) and involvement of additional parties (other than lender and borrower) such as ECAs and foreign exporters which may affect deal dynamics and result in certain delays (due to extra time which may be required for agreeing on deal structure and finalization of transaction documentation).”

WHAT IS THE ROLE OF ECAS IN TRADE FINANCING PROCEDURE?

“It is difficult to overestimate the role of ECAs in trade financing. ECAs provide insurance coverage (guarantee support) to lenders thus substantially reducing lenders’ credit risk exposure. As a rule, ECAs are actively involved in the process and will never sing off on insurance coverage and give green light to particular trade financing unless they are

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/ May 2012

absolutely comfortable with the deal structure, transaction documentation, financial standing of a borrower, results of legal due diligence of borrower and overall risk assessment in relation to such transaction.”

ARE THERE ANY UKRAINIAN ECAS? ARE THEY SUPPORTED

BY THE GOVERNMENT? IS THERE ANY PROSPECT FOR EMERGING OF AN ACTIVE UKRAINIAN ECA?

Although there is no Ukrainian ECA for the moment, there is an intention to establish one (as evidenced by a draft law related to Ukrainian ECA submitted to the Ukrainian Parliament, which, unfortunately, received little attention from parliament members for some time already and seems to be not in their top priorities list).

“However, this will not be an easily achieved goal due to the following reasons. ECAs are state-owned agencies. This means that, in order establish such Ukrainian ECA, Ukrainian government will need to find resources to allocate sufficient funds for that purpose. However, in light of the current budget deficit, this would be very difficult task. Usually, ECAs are backed by the countries having high country credit rating (i.e., Germany, the Netherlands, France, Switzerland, U.S.), while Ukraine is unlikely to be viewed as one of those.

Finally, ECA-backed trade financing is mainly focused on support of production and export of highly technological

WHAT ARE THE ALTERNATIVES TO ECA-BACKED FINANCING?

“Any other available financing instruments which would have certain disadvantages as compared to ECA-backed financing which is specifically tailored for trade financing purposes. “

CAN YOU PLEASE HIGHLIGHT YOUR EXPERIENCE IN TRADE FINANCE?

“For the last two years we closed a number of trade financings acting for lenders as well as for Ukrainian borrowers.

We were involved in the following trade financing:

• Advising Cooperatieve Centrale Raiffeisen Boerenleenbank B.A. (Rabobank) in connection with the export credit agency-backed loan to one of top five leading confectionery factories in Ukraine, supported by a credit insurance from Atradius Dutch State Business N.V., the export credit agency of the Netherlands, which is one of the leading global export credit insurers • Advising Coöperative Centrale Raiffeisen Boerenleenbank B.A. (Rabobank) in connection with approximately EUR18 million export credit facilities to Myronivsky Hliboproduct • Advising Myronivsky Hliboproduct in connection with USD15.3 million SERV-covered export loan facilities from Swiss bank • Advising Myronivsky Hliboproduct in connection with Hermes-covered export credit facility from Landesbank Berlin AG • Advising Myronivsky Hliboproduct in connection with EUR17.4 million Hermes-covered credit facilities from Deutsche Bank AG under national export credit cover by EULER HERMES Kreditversicherungs-Aktiengesellsehaft.”

Company: Avellum Partners Name: Glib Bondar Email: gbondar@avellum.com Web: www.avellum.com Address: 19-21 B. Khmelnytskoho Str., 01030, Kyiv, Ukraine Telephone: +380 44 220-0335

ACQUISITION INTERNATIONAL

ON THE COVER:

Relocation, relocation, relocation

RELOCATION

— relocation, relocation

The services provided during an employee relocation can make or break an assignment. Accordingly, it is crucially important that the employee and their family receive the right level of support and counselling before, during the move, and also at their final destination.

The services provided during an employee relocation can make or break an assignment. Accordingly, it is crucially important that the employee and their family receive the right level of support and counselling before, during the move, and also at their final destination.

Too often, international assignments fail, and evidence shows that the financial cost to the company can be as much as 2½ times the annual salary cost of the employee.

Not only that, a failed assignment can lead to employees refusing future international transfers, create family relationship problems, and possibly result in them leaving the company prematurely.

Many large international companies provide full relocation support to assist their employees throughout a company transfer. Even if a full relocation package is not provided, it can still be worth seeking professional support for at least some parts of the process. While it may seem cheaper, and more expedient to handle an international relocation in-house, it can result in a very stressful and complicated process for the employee as well as the in-house corporate function.

For example, obtaining work visas can be extremely complex, varying from country to country, and from individual to individual. The various tax systems can be difficult to comprehend for the average lay person, tenancy law is a potential minefield, and mistakes can lead to costly and stressful circumstances for the employee. Outsourcing can often be the most effective and cost efficient option.

Destination Service Providers (DSP’s) are experts in their field, so clients can be confident that their transferees are supported appropriately at every step of the way. By outsourcing, companies will not need to employ and train staff in this discipline, saving both time and resource. Outsourcing can also enable companies to identify and track assignment costs more easily, and reporting processes will be more defined.

From the employee’s perspective, outsourcing provides additional benefits. The objectivity and independent advice provided by relocation consultants can be invaluable for their decision-making process, and the reassurance of having someone available locally to look after their interests can give valuable emotional support. Relocation professionals take away a great deal of the strain at a time when someone is leaving their home country for a new position overseas, whether alone,

ACQUISITION INTERNATIONAL

or with their family. Most overseas locations are diverse, with desirable and less favourable areas, sub-standard and excellent schools, and so on. Having trusted, confident support at the new destination can be invaluable for helping a family to settle into a home that is ‘right’ in all respects.

Relocation professionals manage the process of relocation to ensure a smooth move - this can include a variety of tasks such as securing temporary accommodation, sourcing a rental property, drawing up Tenancy Agreements, finding school places for children, negotiating removals or furniture rental quotes, arranging necessary documents, and, booking language/cross cultural training.

their own regions. Momentous Moving Excellence manages all aspects of storage and transport for household goods to and from any point in the world.

Professional removal support is equally invaluable, and transferees need to be provided with good advice on all aspects of the household goods removal process. Ensuring that the transferee’s much-loved belongings are packed in the best way possible to ensure safe transit and arrival at their new destination is critically important to setting the tone for the move and the family’s resulting happiness.

In this tough economy, strategic alliances with businesses that share the same ethos can be a smart solution for all involved.

The TRC and Momentous alignment has created an entity that is greater than the sum of its parts, so the end consumer benefits from a comprehensive ‘global buy’, with invaluable local knowledge.

By combining removals and relocation services, Momentous/ TRC clients benefit from a genuinely seamless service that covers all key aspects of the relocation process. This unique combination makes a great deal of sense, and provides extensive additional benefits for clients: they receive a onestop relocation solution, with each entity focusing on their core area of expertise; it is cost efficient, with tailor-made services and package opportunities available; and, there is a greater transparency of service.

In short, relocation support is money well spent – both for removals and for destination services. Earlier this year, two respected relocation businesses, with shared strategic goals, formed an alliance to enable greater efficiency for corporate employee moves.

Momentous Moving Excellence manages all aspects of storage and transport for household goods to and from any point in the world. Their attention to detail in providing excellent customer service has made them a leader in the UK for customers requiring international, European, or domestic removal services. As a shareholder in Unigroup UTS - the largest agentowned network of its kind - they can also service international moves originating and terminating anywhere in the world, utilising a single network responsibility.

The Relocation Consultancy Limited (TRC) is an independent relocation specialist providing UK-wide coverage at a local level.

Their consultants are selected for their excellent knowledge of local areas, and their close relationships with letting agents and schools. Because they live in the area themselves, they know far more about the area than can be obtained by ‘Google-ing’! They deal with expatriates every day and so have a vast knowledge of the concerns and issues they might face.

TRC also manage relocations to many other destinations in the world in conjunction with carefully selected, like-minded destination service providers who provide local expertise in

Company: The Relocation Consultancy Limited Name: Jenny Hogan, Managing Director Email: jenny.hogan@therelocationconsultancy.com Web: www.therelocationconsultancy.com Address: Kalewa, The Warren, Caversham, Reading, Berkshire RG4 7TQ. Telephone: +44 (0)118 947 0029

Company: Momentous Moving Excellence Name: Tony Jarvis, Sales & Marketing Director Email: tonyj@momentousmoving.com Web: www.momentousmoving.com Address: Unit 4, Abbeymead Industrial Park Brooker Road, Waltham Abbey, London, EN9 1HU Telephone: +44 (0)207 511 6107

May 2012 /

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SECTOR SPOTLIGHT:

Managing people, places, processes & technology

MANAGING PEOPLE

— places, processes & technology

Efficient facilities management and infrastructure is the backbone to the most successful organisations around the globe. Facilities management is an evolving industry which incorporates a whole range of need-based services, from recruitment and training right the way through to cleaning and waste management.

Corporations are increasingly opting to outsource administration and facility management because with the help of skilled professionals, they can effectively manage their facilities while focussing on their core competencies and focus on the bottom line. Acquisition International speaks to the FRL Recruitment the true specialist provider and offers facilities management recruitment with a human touch across the UK & EMEA WHO HAS THE MOST IMPACT ON THE KEY STAKEHOLDERS OF YOUR BUSINESS? “As soon as someone crosses the threshold of your company, the quality of their experience is dependent on the FM team,” says Paul Stephens, Operations Director at FRL Recruitment, one of the leading FM recruitment specialists covering the UK & EMEA. Whether it’s the reception desk, the layout of the building, the catering in the Executive dining room or just general cleanliness, it’s all under the control of your FM people.”

The principle extends far beyond the team at the top. “I know an investment company whose CEO has a dedicated chauffeur,” says Stephens. “When he’s not driving the boss he delivers mail throughout the building. He sees more of what goes on than anyone else, and when the CEO asks, ‘How’s everything going?’ he can really tell him!”

In a typical business the FM budget is exceeded only by HR and IT, so it is surprising that FM professionals are not better understood and appreciated,” says Stephens.

“Many businesses still think of them as caretakers and cleaners, even though that view is 25 years out of date.

Because they do not understand the value of FM, companies try to save costs by hiring an inexperienced facilities manager on a low salary – leaving them to make uneducated decisions.

What they don’t realise is that top FM professionals know how to save the organisation far more than the cost of their salary – whether it’s through lots of little things such as introducing double-sided printing, or saving £1m by renegotiating all the contracts.”

FM is far from being a one-size-fits-all profession – its exponents also need to match the culture of their employer.

“If you’re an investment bank where everyone is highly driven and works long hours, the FM team need to buy into that,” says Stephens. It pays to invest in talent Some companies may regard facilities services managers as a luxury but they can save a business far more than the cost of their salary.

Compare that with a media company that is stereotypically full of creative types who come to work in casual dress and socialise heavily throughout the day. They need someone who’ll appreciate the creative nature of the staff and tailor the FM provision accordingly.”

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/ May 2012

The current enthusiasm for outsourcing creates even more issues. “There’s a danger that if you don’t have an educated FM professional in your business – what we call an ‘intelligent client’ – your FM contractors could run rings around you and make a fortune,” says Stephen. “In-house and outsourced FM people need quite different skill sets.

In-house people are trying to minimise costs and maximise performance.

In an outsourcing company people need to be commercially astute, identifying extras they can deliver to the client in return for additional revenue.

“People with experience of working in service providers can be invaluable if they move back in-house because they have contractor experience,” adds Stephens.

Given the importance and subtlety of the FM profession, identifying and recruiting the correct people is a skilled and highly nuanced affair. “Anyone can place a job advert based on a set of keywords, but that won’t find the best person for the role,” says Stephens.

“At FRL we believe it’s vital to really understand the clients’ needs – which are often different from what they think they need – and we won’t work with a company unless we’re given some transparency and access to the top management and hiring personnel.

events and uses social networks such as LinkedIn. The company’s website – www.frluk. com – sits on page one of Google for various keywords, which attracts the best talent.

The company is due to launch a recruitment app for the iPhone and other smartphones, specifically for the FM industry.

Stephen’s says continuous improvement is the key along with training and development of your personnel : “This is an industry with a complex network of stakeholders, where service levels and margins are under pressure.

Strong client relationships and an ability to be flexible as a recruiter is a must to ensure a robust working relationship.”

You won’t always find the right person by placing an ad.

“People don’t realise that FM is a very tight-knit profession,” says Stephens. “We have over 60,000 people on our database and as a collective we know almost everyone of note in the profession.

Often we’ve watched their careers evolve and people we’ve placed in senior management roles become our clients when they themselves are recruiting.” FRL’s industry-wide knowledge is also invaluable as a key part of its selection procedure: The 360-degree reference. “We don’t just gain references from people the candidate has worked for but from people who’ve worked for them and alongside them, to find out what they’re really like,” says Stephens.

FRL Recruitment is a true specialist provider and offers facilities management recruitment with a human touch across the UK & EMEA.

We always go and meet every one of our clients on site, to ensure we have all of the facts.” Equally important is understanding the candidate. “They need a track record of solid FM delivery, as well as good commercial and financial knowledge,” says Stephens. “Cultural fit is very important, and qualifications may be necessary, ranging from a HND for a technical person to an MBA for an FM Director.”

He also expects an increase in M&A activity in the FM sector, which will provide its own staffing challenges for providers who will look to integrate different corporate cultures, add services to boost margins and expand overseas.

FRL Recruitment combines a number of tools to support clients and jobseekers to find the perfect skills and culture fit. These include online testing of engineering, helpdesk and admin personnel as well as psychometric, scenario, numerical and language testing.

It also has a large referral network, networks at industry

Company: FRL Recruitment Name: Paul Stephens Email: paul.stephens@frluk.com Web: www.frluk.com Address: 73 Watling Street, London EC4M 9BJ Telephone: 020 7652 9677

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Resolving disputes in the construction industry

RESOLVING DISPUTES — in the construction industry

Over the past 10 years, disputes in the building, engineering and construction industry have increased in number and become more and more complex. Construction disputes can be frustrating, upsetting and time consuming; the contracts tend to be poorly drafted and can have arduous conditions, and projects can be badly managed making delays, additional costs and liabilities unavoidable.

Another marked change over the same time span is the complete sea change in the way in which we resolve these disputes, with the traditionally favoured litigation being replaced by arbitration, mediation, adjudication and dispute resolution boards.

The ability to avoid dispute is perhaps even more important than managing them so it is essential to get the best contract arrangements in place, this also makes it easier should any potential problem arise.

Along with dispute resolution, advice may include: pre-tender and post-contract advice, risk assessment, delay analyses and final account preparation.

Acquisition International speaks to John Daly, Director at John K Daly & Co Ltd responsible for Dispute Resolution and who is also a CI Arb panel registered Chartered Arbitrator.

John Daly started work in the Construction Industry in 1973 since which time he has gained experience in most areas of building, both new build and decommissioning of nuclear plants, civil and water engineering, heavy concrete structures, runways, roads, rail, bridges, river and marine works. He also has experience in PFI, facilities management and on large international projects.

John did his initial professional training first with a PQS practice and then a local authority, worked for two major contractors, operated as a sole practitioner for 15 years, then directly for another major contractor and finally for a specialist construction law firm for 3 years prior to forming his own company.

He also carried out various project management duties on certain schemes and attended a project management course at Oxford Brooked University in 1994. John comments: “We have acted in over 150 successful cases for the full remit of construction parties, including providing expert services to both lawyers and adjudicators.”

JOHN, OVER THE COURSE OF THE LAST 10 YEARS, WHAT FACTORS HAVE BEEN A CATALYST INCREASING THE NUMBER AND COMPLEXITY OF DISPUTES IN THE BUILDING, ENGINEERING AND CONSTRUCTION INDUSTRY? “We are experienced in Adjudication normally as party representatives and where we see an increasing number of complex disputes that are properly more suited to Arbitration instead.

ACQUISITION INTERNATIONAL

“We are also experienced in Mediation, Arbitration, Litigation and the provision of Expert Services for Quantum.”

HOW DIFFERENT IS THE APPROACH TOWARDS DISPUTE RESOLUTION WITHIN THE INDUSTRY NOW COMPARED TO THE EARLY NOUGHTIES? “Construction parties would appear to be happy to accept an interim binding decision via adjudication, particularly where one of a series.”

WHY ARE ARBITRATION, MEDIATION, ADJUDICATION AND DISPUTE RESOLUTION BOARDS BEING FAVOURED OVER LITIGATION IN THE CONSTRUCTION INDUSTRY? “The popularity of adjudication in particular, and mediation to a lesser extent, over both litigation and arbitration has been driven by the speed of decisions and the more manageable costs frameworks, and this despite the parties bearing their own costs.”

WHAT ARE KEY CHALLENGES WHEN RESOLVING CONSTRUCTION DISPUTES? AND HOW CAN THEY BE AVOIDED? “The jury is very much out on this for adjudication until it has been tested through the courts after the acceptance of ‘oral contracts’ under the adjudication umbrella.”

HOW CAN YOU HELP YOUR CLIENTS TO DRAFT THEIR CONTRACTS AND ANTICIPATE DISPUTES BEFORE THEY’VE EVEN HAPPENED? WHAT OTHER ADVICE CAN YOU ASSIST WITH (I.E. PRE-TENDER AND POST-CONTRACT ADVICE, RISK ASSESSMENT, DELAY ANALYSES AND FINAL ACCOUNT PREPARATION)?

“We much prefer to be involved in a non-adversarial capacity for clients at the outset to steer them through the vagaries on construction projects, and can provide a full commercial service at pre and post contract to include risk assessment, final account preparation and delay analysis with quantum evaluation as necessary.”

IN YOUR OPINION, HOW PRACTICAL IS IT TO ENFORCE CLAUSES IN CROSS-BORDER DISPUTES?

“We are not experienced in these unfortunately, although John Daly also has a CIArb Diploma in International Commercial Arbitration further to a course at St Annes College Oxford in 2003, and this along with other ICC training.

WHAT ARE THE KEY CHALLENGES WHEN DEALING WITH PUBLIC PROCUREMENT DECISIONS? AND HOW DO YOU ENFORCE NONSTATUTORY ADJUDICATION DECISIONS? “We regularly work with and against public procurement bodies in the full scope of the industry, and work alongside lawyers for the enforcement of all adjudication decisions where necessary.

WHAT ARE YOUR PREDICTIONS REGARDING UP AND COMING ARBITRATION SEATS IN 2012?

“We understand that there are pending disputes that are likely to result in an increase in adjudications after the Olympics, but only anticipate an increase in International Arbitrations but not in the UK unfortunately. Although we strongly advocate for parties to seriously consider short-form arbitration for more complex disputes, and this to compete with adjudication domestically.”

WHAT ARE THE KEY STRENGTHS OF YOUR TEAM? HAVE YOU WON ANY AWARDS/ ACCOLADES RECENTLY? “Our team are all currently involved in live projects and have a can-do approach to any problems that a client may have, and look to build long-term relationships as appropriate and necessary.”

Company: John K Daly & Co Ltd Name: John Kevin Daly Email: johnkdaly@onetel.net Web: www.johnkdaly.co.uk Address: Queensgate House, 48 Queen St, Exeter, Devon EX4 3SR Telephone: 07919-166853 Fax: 01392-422980

May 2012 /

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SECTOR SPOTLIGHT:

Cross border investment opportunities 2012

CROSS BORDER

— investment opportunities 2012

Financial Transaction House (FTH) is a corporate finance and business brokerage firm based in Jeddah, Saudi Arabia with a branch in Yemen that provides a wide range of corporate finance advisory services to international and GCC clients transacting business in the Middle East.

FTH Is licensed by Ministry of Commerce and Industry (MOCI) and authorized to offer financial advisory services in non-securities business. FTH has been licensed to conduct business for more than 18 years, and in that time period has closed deals valued in excess of $7 Billion USD.

WHAT ARE THE MAJOR BUY AND SELL-SIDE CHALLENGES ASSOCIATED WITH CROSSBORDER DEALS?

“There is still a fair amount of transactional activity across the various sectors The turmoil in the European and US capital markets is tempering the internal and in-bound M & A and cross-border activity. As for in-bound activity, one can also argue that the market opportunities are not well understood, as is the role of the family managing the business.

The latter is an intangible that is critical especially where less than 100% of the target is acquired and management remains in place. In FTH’s experience SME transactions tend to close, however, the risks (legal, financial, and human capital) presented can in most cases be identified during due diligence; others of course remain and negotiating the contingencies and warranties is challenging.”

2011, CROSS-BORDER ACTIVITY REBOUNDED STRONGLY, REPRESENTING 41.5% OF ALL GLOBAL M&A ACTIVITY; WHICH COUNTRIES ARE ATTRACTING THE MOST ATTENTION FROM FOREIGN INVESTORS AND WHY?

China continues to attract capital but it is also challenged by perceptions that it is not protecting the Intellectual Property. Latin American countries

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/ May 2012

are emerging too as leaders as the countries there undertake reforms similar to those undertaken and considered in the GCC and Middle East countries.

The Middle East countries recognize the need to diversify the respective economies, attract capital, protect IP, and provide opportunities to the growing population. The rise of the middle class and their expectations provide opportunities and also shape government policies. The latter, of course, is sometimes a little slower than what is desirable, but nonetheless, it is a step in the right direction.

WHAT FACTORS HAVE CONTRIBUTED TO CROSSBORDER M&A ACTIVITY GETTING BACK TO 2008 LEVELS?

Capital markets are starting to develop in Saudi Arabia and elsewhere in the GCC. There are now far more Private Equity firms. In addition, foreign investment laws have been passed to address concerns (more are pending and under consideration), management is more professional, and the market is increasingly less regulated or freer.

WHICH GLOBAL SECTORS ARE ATTRACTING INVESTORS?

Petrochemicals, basic materials, telecommunications, and healthcare are growth sectors. Government spending is a key factor and that commitment is attracting large/bulge bracket investors, while retail, services, and financial services are attracting small investors

HOW HAS TECHNOLOGICAL IMPROVEMENTS FACILITATED GROWTH IN CROSS-BORDER DEALS?

The pace of technological change is unprecedented.

What happens in any GCC country is in the news in a matter of seconds or minutes. Perceptions are shaped too by social media, occasionally, the perception caters to the lowest common denominator. That said, it is easy tocommunicate using mobiles, internet, conduct web conferences, and satellite and that helps speed-up the flow of information and strategy changes.

IN TERMS OF CROSS-BORDER INVESTMENT COMING INTO YOUR JURISDICTION, WHAT IS CURRENT LEVEL OF PRIVATE EQUITY INVOLVEMENT?

Due to current situation in the developing economy of GCC and capital market fluctuation has a major impact on the issue in addition to above factors.

Private equity is relatively new in these markets and, significantly, function differently.

Private equity usually acquires a minority interest and is there to provide value added insight, develop and improve existing management, provide access to new markets and devise an exit strategy.

DO YOU HAVE ANY PREDICTIONS FOR 2012, IN TERMS OF CROSS-BORDER ACTIVITY? ANY 2012 HOT SPOTS?

There are a number of political and economic issues in the Region ranging from unrest in Syria, Iran’s geopolitical intentions, governance in Egypt, etc) that are clouding an otherwise excellent and compelling investment opportunity in most of the GCC. The international capital market turmoil is also very present too. I believe 2012 will be stable—in term of the number of transactions consummated--and that the stock market volatility should dissipate some.

Company: Financial Transaction House Name: Faisal Hamza Alsayrafi Email: faisal.alsayrafi@fthgulf.com Web: www.fthgulf.com Address: Hail Street, Alsurooh Business Center Building Telephone: +966 2 657 3030

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Banking secrecy & trends in the regulation

BANKING SECRECY — & trends in the regulation

Developments in banking secrecy can be considered topical in Europe. Whether this is US Foreign Account Tax Compliance Act, an act designed to force foreign financial institutions to cooperate with the US Internal Revenue Service on identification of US tax residents, or the new amendments in the Estonian Credit Institution Act giving the Estonian Financial Supervisory Authority (“FSA”) an authorisation to invade the banking secrecy (the “Law”) in case of conducting misdemeanour, an offence having a punishment of fine or detention, proceedings, both these examples indicate erosion in banking secrecy regulation.

Banking Secrecy Regulation Transactions between a bank and a client stand on mutual trust. This mutual trust is one of the core principles in banking both in common law as well as in legal systems in Continental Europe. Banking secrecy regulation is purposed to secure the client giving him confidence that the bank does not disclose client’s data to third parties without appropriate legal grounds. In general such grounds are based on suspicions of criminal activities such as terrorism, organised crime, money laundering or tax fraud.

Banking secrecy is designed to outlast the bank-client relationship. A bank shall make everything at its discretion to keep banking secrecy covered confidential information from third parties if the said information is not required to be disclosed under applicable laws. Banking secrecy does not only involve information disclosed by the client to the bank, but also includes data created by the bank in connection with its client, e.g. credit analysis.

Global Trend On 18 March 2010 the US Foreign Account Tax Compliance Act (“FATCA”) was enacted. FATCA is probably one of the most influential acts having impact on disclosing client’s data and on banking secrecy regulation in general. This impacts the activities of banks, investment companies and ordinary companies worldwide. According to the summary of the Unites States House Committee of Ways and Means, the purpose of FATCA is to force foreign financial institutions to cooperate with the US Internal Revenue Service (IRS) on identification of US tax residents.

Specifically, the payer is required to calculate and withhold tax if the beneficiary is a foreign financial institution that has not entered into a cooperation agreement with the IRS for collection and disclosure of information required to identify account holders who are US taxpayers and for imposing tax. Moreover, it is not important whether the payer is a US resident or not – every person who pays US-source interest, dividends, rent, compensation or who transfers any other income originating in the US has to comply with the requirements arising from FATCA. Starting from 2013, when most of the provisions in FATCA enter into force, the FATCA will put the burden on foreign financial institutions to look for and report American account-holders or face a 30% withholding tax on American investments. This 30% withholding tax can be considered as an “invitation” for financial institutions to cooperate. Taking into account competitiveness in banking sector, the authors of the article believe the 30% withholding tax on American investments to be sufficient motivator for foreign financial institutions to enter into cooperation agreements with IRS to report about US account holder.

ACQUISITION INTERNATIONAL

Nevertheless, implementation of FATCA may raise conflicts with local law, especially statutory banking secrecy regulation. For example, a credit institution in Estonia may ordinarily disclose a client’s data only with written consent of the client. Therefore, complying with FATCA indicates the need to review current bank-client relationships in respect of disclosing client’s data protected by banking secrecy.

Recent Trends in Estonia The roots of the Law providing the FSA a right to invade the banking secrecy stem from an Estonian Supreme Court ruling No 3-1-1-43-09. As a background, previously the Estonian Credit Institutions Act and regulation on the banking secrecy allow the FSA have access to banking secrecy only in case of criminal offences, a type of crime having sanctions of pecuniary punishment or imprisonment, in the case of natural persons, and fine or compulsory dissolution, in case of legal entities. In the Estonian Supreme Court ruling the dispute involved a topic whether evidence acquired in violation of banking secrecy regulation can be used as evidence in the misdemeanour proceedings.

In this case the body conducting extra-judicial proceedings of misdemeanour proceedings gained the banking secrecy due the fact that a subsidiary of the bank, also a party having statutory obligation to keep the bank secrecy, breached its obligations on keeping the banking secrecy and disclosed banking secrecy to the body conducting extra-judicial proceedings.

The court judged that taking into account the aim of banking secrecy regulation, defending customers’ privacy, and the nature of the criminal law, analogy between criminal offences and misdemeanours cannot be draw, i.e. the banks are not obliged to disclose banking secrecy to the body conducting extra-judicial proceedings in course of misdemeanour proceedings. Further, the court highlighted that the breach of banking secrecy foremost affects the legal relation between a client and a credit institution and does not affect using respective data in misdemeanour proceedings.

However, in order to provide legal certainty, expressis verbis grounds and, first and foremost, necessary tools for the FSA to force banking secrecy disclosures in case investigating alleged misdemeanours, the Law was prepared.

Summary When Philipp Hildebrand, former Swiss central-bank president, resigned over a currency trade by his wife, public concern centred on his possible lapse of judgment, not the banking secrecy breach that revealed it. The trade was leaked by an employee at a private bank.

The Law giving the FSA the authorisation to impinge on banking secrecy when investigating alleged misdemeanours or FATCA putting a foreign financial institutions to look for and report American account-holders or face a 30%

withholding tax on American investments, all these examples illustrate eroding of banking secrecy and indicate that once keenly protected regulation on banking secrecy is loosening in Europe. Authors Indrek Minka and Priit Pahapill are lawyers from Attorneys at Law Borenius, one of the biggest law firms in Estonia advising mainly corporate clients on all aspects of law to ensure a reliable legal platform for developing new business opportunities.

Attorneys at Law Borenius is a member of Borenius Group which is one of the most comprehensive and experienced groups of law firms in the region joining approximately 200 professional lawyers in Finland, Estonia, Latvia and Lithuania and providing high quality full-scale legal services.

Name: Indrek Minka Senior Associate Email: indrek.minka@ borenius.ee Telephone: +372 665 1888 Name: Priit Pahapill Partner Email: priit.pahapill@borenius.ee Telephone: +372 665 1888

Company: Attorneys at law Borenius Web: www.borenius.ee Address: Kawe Plaza, Pärnu mnt 15, 10141 Tallinn, ESTONIA

May 2012 /

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SECTOR SPOTLIGHT:

2012 analysis of legal costs & services

2012 ANALYSIS

— of legal costs & services

Legal costs are complicated and many solicitors themselves will at some point in their career, require specialist help and advice from a law costs expert. Experience is everything in legal costing, especially at a time when client demand and expectation is greater than ever.

Assessment proceedings and cost negotiation are under constant change and dealing with them is a time consuming procedure, especially for fee earners who want to be getting on with the job at hand.

Services include the traditional preparation of all forms of costs assessments including solicitor and own client, indemnity and party and party assessments, itemised bills (costs statements), and objections to itemised bills and also the more progressive, such as in-house costing, costs dispute advice, and management and consulting in areas such as file management, cost recovery and client retainers/costs agreements. Acquisition International speaks to the experts.

JPN Consultancy is Costs Lawyers and members of the Association of Costs Lawyers. As Costs Lawyers, the company have Rights of Audience under the Legal Services Act. Paul Bracewell is a Director of JPN Consultancy based in Bury Greater Manchester.

JPN Consultancy deals with all Costs, Inter partes, solicitor and Client Disputes, catering to Solicitors with offices throughout England & Wales.

“Most Costs Lawyers charge an hourly rate. The majority compete on turnaround and ensuring a quick recovery without compromising the Clients. We pride ourselves on a vast legal and technical knowledge drawn from over 20 years experience. Costs is probably the one area of law where a good knowledge of case law and current developments is vital. It is an ever changing landscape where you can literally prepare a Bill on Monday to find that a week later there is something in there that the Courts have said can no longer be recovered. By keeping abreast of changes we can provide Fee earners with up to date advice every step of the way.

There is no better way of keeping knowledge up to date than actually going on hearings. The Association of Costs Lawyers fought for years to get rights of audience and it is always personally disappointing to find that one is being opposed by Counsel. From attending Detailed Assessments, you can take the experience back to the Office and give Clients the best possible advice and prepare a Bill that is as accurate as it can be. As Costs Lawyers, we have to attend seminars etc to gain CPD points.

Biggest challenges at the moment are the Jackson Reforms coming in April 2013. By keeping our knowledge up to date and studying the information we can develop our business and identify the areas in

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which we will be able to practice. Costs Lawyers face big changes and will have to adapt to survive when the Jackson Reforms come in. There will be a large number of Costs Lawyers, and non qualified draftsmen, chasing a smaller pot of work. However, even with fixed costs and damages limits being increased, there are still a number of opportunities available to those with the knowledge and expertise. We have seen changes before with Order 62 and then CPR being introduced where the doom and gloom merchants predicted the end for draftsmen. We are quite a resilient bunch and change is something to be embraced with a positive attitude if we are to survive.”

Harmans is a highly renowned firm of Costs Lawyers and Costs Draftsmen, providing a specialist legal costs service tailored to our clients’ needs.

With over 25 years’ experience Harmans Costs Lawyers and Costs Draftsmen are instructed by some of the country’s leading law firms and have been involved in many high profile cases. The Partners are all Costs Lawyers and members of the ACL, with a track record of dealing with some of the largest claims for legal costs proceedings in the UK. Whether in the Supreme Court or the Magistrates’ Court, Harmans battle to get the best results for their clients. It’s why the clients keep going back and it’s how they protect their reputation as one of the UK’s most respected legal costs specialists. Matthew Harman is Partner at Harmans who deal with legal costs.

WHAT ARE THE KEY FACTORS THAT COMPLICATE LEGAL COSTS WITHIN YOUR JURISDICTION? AND HOW DOYOU HELP FEE EARNERS DO WHAT THEY DO BEST? This is very well summarised in a piece of research from Manitoba Law Reform Commission commenting upon the Wolfe reforms. “The goal of predictability and certainty appears to have been largely sacrificed in the expectation of achieving more objectively “just” dispositions – at the same time that the civil justice system as a whole has been re-orientated to make doing justice on the merits of each case only one of the goals of the system. It is more than mildly ironic that a reform intended to ensure that the costs awards are “proportionate” in all the circumstances requires litigants to expend such disproportionate time, effort and expense” This keeps Costs Lawyers in business - it makes us indispensible to our clients.

HOW FUNDAMENTAL IS EXPERIENCE IN LEGAL COSTING, ESPECIALLY AT A TIME WHEN CLIENT DEMAND AND EXPECTATION IS GREATER THAN EVER? “The industry is changing; reliance upon Costs Lawyers is growing as the sector is becoming ever more complex with a wealth of Case Law on an almost daily basis . The professionalism of the industry has increased in the last 20 years almost beyond recognition.”

HOW DO YOU KEEP UP WITH THE CONSTANT CHANGES IN ASSESSMENT PROCEEDINGS AND COST NEGOTIATION? AND HOW IS THIS INFORMATION PASSED ONTO YOUR CLIENTS? “We keep updated by costs law updates from various sources such as Lawtel; regular seminars; the ACL; Linked In and Twitter. Information is disseminated to clients on an individual basis where appropriate to their field of work; seminars for clients and website/ Twitter updates.”

Company: JPN Consultancy Name: Paul Bracewell Email: paul.bracewell@jpnconsultancy.co.uk Web: www.jpnconsultancy.co.uk Address: Europa House Barcroft Street Bury BL9 5BT DX20513 Bury Telephone: +44 (0)161 447 8889

Company: Harmans Name: Matthew Harman Email: enquiries@harmanscosts.com Web: www.harmanscosts.com Address: Ardenham Lane House, Ardenham Lane, Aylesbury, BUCKS HP19 8AA Telephone: +44 (0)1296 390000

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT: Doing business in Egypt

DOING BUSINESS — in Egypt

Acquisition International speaks to Mr. M. Shafik Gabr Chairman & Managing Director, ARTOC Group for Investment and Development.

Cairo / Egypt

ARTOC Group for Investment and Development is a holding company involved in investment in a number of sectors which includes; industry, automotive, IT, real estate, publishing, energy, value added services and art. ARTOC also invests in developmental initiatives in health, education, sports and culture.

Challenging as the economy is in deep stress at the present time. This however presents lucrative opportunities. ARTOC was one of a few companies investing in Egypt in 2011/12. ARTOC continues in search of investments in Egypt and internationally.

WHAT ARE THE MAJOR RISKS TO BUSINESSES AND THE EGYPTIAN ECONOMY IN 2012?

“Foreign currency revenues have fallen substantially and Egypt has lost more than half of its total reserves since January 2011. The decline is slowing but unemployment is still running at a rate of more than 12%.”

WHY HAS THE IMF LOAN BEEN RESURRECTED? AND HOW WILL IT AFFECT THE EGYPTIAN ECONOMY? “IMF and Government of Egypt remain in discussions. Loan not implemented yet. An IMF agreement will provide confidence in an economic program designed for economic recovery. Egypt was growing at 6 plus percent in January 2011 and now less than 2%.

CAN YOU PLEASE HIGHLIGHT ANY REFORMS

ACQUISITION INTERNATIONAL

PLANNED FOR THE NEXT 12MONTHS TO SPUR PRIVATE BUSINESS VENTURES, FOREIGN INVESTMENT AND GROWTH?

WHAT ARE YOUR PREDICTIONS REGARDING FOREIGN INVESTMENT IN EGYPT OVER THE NEXT 12 MONTHS?

“Reform packages are still being discussed.

Nonetheless the economic policies of pre-January 2011 were very positive but needed more focus on income re-distribution, incentives for SME’s and a better social safety net plus major improvement in education and vocational training to improve the quality of the workforce. In addition investment encouragement needs to be strengthened in the areas which would create more employment opportunities.”

“Foreign Investment will remain sluggish till July until a new President is elected and the new cabinet articulates its policies.”

HOW HAVE BUSINESS, LEGAL AND FINANCIAL COMMUNITIES REACTED TO THE CHAOS THAT BROKE OUT LAST YEAR?

However at a time of challenges, unique opportunities exist and that is the formula for a successful art of investment.

“With great caution and a “wait and see” attitude which still remains based on the lack of clarity of the present policies. Up till a line is drawn on past issues and a President is elected and a new cabinet is in place with clear investor friendly policies the market will remain unable to unleash its potential.”

HOW HAVE YOU ADAPTED YOUR SERVICES TO MEET YOUR CLIENTS CHANGING DEMANDS? “ARTOC on a “contrarian policy” continued to invest in 2011 and in 2012 plus has strengthened its services to its clients and has extended payment terms, provided credit, security and a focus on client satisfaction services. In 2012 ARTOC plans to create an additional 700 jobs.”

Company: ARTOC Group for Investment and Development Name: Mr. M. Shafik Gabr Email: Chairman@artoc.com Web: www.artoc.com Address: 7 Hassan Al Akbar Street, Mokattam, Cairo, Egypt 11571 Telephone: +202 2505 5999

May 2012 /

19

SECTOR SPOTLIGHT:

Getting started in franchising

GETTING STARTED — in franchising

Often businesses and individuals choose to set up a franchise as this type of business offers a high level of support and can often be easier to arrange financing for.

Kuala Lumpur / Malaysia

One key advantage of buying a franchise is that you will benefit from using an existing brand and business model and typically support in the form of advertising, training, business advice, and supply chain. Although franchises are far less likely to fail than other types of businesses, buying a franchise is not necessarily an easy route. As with any business, it still requires a great deal of hard work to turn it into a thriving success.

It is of the upmost importance that the prospective franchisees seek professional advice from the offset to ensure that they are registered with the right authorities and that agreements highlight the obligations of both parties. Acquisition International Magazine speaks to managing partner Dato’ Mohd Bustaman Abdullah who has 20 years’ experience in the industry and was the past honorary legal adviser to the Malaysian Franchise Association and author of the book “Guide on Franchising in Malaysia” published in 1997.

“Bustaman was one of the earliest players from the legal fraternity involved in the local franchise industry prior to the implementation of the Franchise Act 1998, which regulates franchising in Malaysia. We have assisted and continue to assist clients in developing franchise programs by conceptualizing franchise systems based on the clients’ existing business structure and help guide them in implementing a franchise that works for their business.

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/ May 2012

As a business model, we believe that franchising has the potential to offer the best of both worlds– a proven business system with an established name to the franchisee and a means of expanding the franchisor’s business base with minimum capital outlay.

Apart from attending to the registration of franchises, there are certain relevant grants and financial assistance given to local companies to develop their home-grown franchises from the Ministry of Domestic Trade, Cooperative and Consumerism Apart that we can also assist clients in obtaining.

We advise local companies considering franchise as a business option as well as foreign franchisors considering entering the Malaysian market.

Post-registration, our continuing services include reviewing the existing franchise documents to address any new developments in the franchise business as well as devising and filing any proposed amendments to the disclosure documents and franchise agreements.”

“Our range of services include guiding local clients in franchise concept development and addressing potential operational issues; advising and drafting documents such as letters of offer, disclosure documents and franchise agreements as well as assisting clients in preparing operational and training manuals, and obtaining protection of the relevant intellectual property. For foreign franchisors we assist them by ensuring all their documentation is in line with the requirements under the Franchise Act.

Company: Bustaman Name: Dato’ Mohd Bustaman Abdullah Email: bustaman@tm.net.my Web: www.bustaman.com Address: Lot C9-3 Jalan Selaman 1 Dataran Palma Ampang 68000 Selangor Malaysia Telephone: +603.4270.1819/20

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Acquisition International’s 2012 Q1 review

ACQUISITION INTERNATIONAL’S — 2012 Q1 review

Acquisition International speaks to Carlos Abou Jaoude, founder and managing partner at Abou Jaoude & Associates (AJA), a law firm led by a talented team of nine partners and thirty five attorneys that has established its positioning as one of the leading law firms in Lebanon and the Middle East.

“In addition to a solid financial sector, Lebanon is a regional and international business platform and is endowed with several investment-enabling strengths: A free market; a highly dollarised economy; absence of controls on the movement of capital and foreign exchange; a highly educated and multilingual workforce; and limited restrictions on foreign investment.

Lebanon’s laws provide for different forms of corporate vehicles to accommodate all types of businesses and investments. The holding and offshore companies are investment-friendly structures exempt from income tax on profits and dividend distribution tax” HOW HAVE YOU BEEN AFFECTED BY THE MAJOR REGIONAL CATASTROPHES (FOR EXAMPLE THE EUROZONE DEBT CRISIS, THE SLOWDOWN IN CHINA AND INDIA ETC.)?

“Lebanon’s resilience to the recent global financial crisis, due in part to the strength of its banking sector, combined with the firm’s efficient risk segregation policy reflected in a capped client exposure, have resulted in the firm’s business being unaffected by the difficult economic market conditions.

Lebanon’s laws provide for different forms of corporate vehicles to accommodate all types of businesses and investments.

Acute activity slowdown in regional and global markets was met with increasing FDI (foreign direct investment) inflows to Lebanon, the highest in the Arab World. The rigorous financial policies, regulations and supervision of the Central Bank of Lebanon (BDL) have proven efficient in shielding Lebanese banks from any major exposure to structured financial instruments and hence the recent financial crisis.”

Carlos Abou Jaoude / Abou Jaoude & Associates Law Firm

The firm was awarded the coveted ‘Best Law Firm of the Year’ Award at the prestigious Arab Achievement Award Ceremony and is recognized as a market leader by reputable global legal directories including Legal 500 and Chambers & Partners.

AJA is renowned for its unparalleled expertise advising on cross-border M&A deals of first impression in the region and brings added-value through an in-depth legal specialization and a sharp understanding of the commercial and financial aspects of clients’ businesses.

AJA’s attorneys hold law and business graduate degrees from prominent Lebanese, French and American universities, with many of the Firm’s attorneys having

ACQUISITION INTERNATIONAL

had experience working in international law firms abroad.

The firm offers businesses in need of legal assistance in any country easy access to global advice by maintaining privileged partnerships with a number of correspondents in various jurisdictions and memberships in global legal and multidisciplinary networks.

HOW EASY IS IT TO DO BUSINESS IN YOUR JURISDICTION – FOR EXAMPLE ATTRACTING NEW INVESTMENT, SETTING UP A NEW BUSINESS, GETTING ACCESS TO BANKING AND CREDIT FACILITIES?

Company: Abou Jaoude & Associates Law Firm Name: Carlos Abou Jaoude Email: c.aboujaoude@ajalawfirm.com Web: www.ajalawfirm.com Address: OMT Bldg., 266 Sami El Solh Ave., P.O.Box 116-5079, Beirut Museum 1106-2010, Beirut, Lebanon Telephone: +9611395555

May 2012 /

21

SECTOR SPOTLIGHT:

Doing business in Hong Kong

DOING BUSINESS — in Hong Kong

With uncertain prospects in Europe and the US, many companies are looking to Asia, and China in particular, for new business. As a recent survey shows, Hong Kong continues to be a prime location and a top spot for global business.

According to the results of an annual survey released

by Invest Hong Kong (InvestHK) and the Census and Statistics Department in October last year, the total number of overseas and Mainland Chinese parent companies running business operations in Hong Kong has recorded an all-time high: 6,948 companies, or a 5.9 per cent increase from 2010.

Acquisition International speaks to Simon Galpin, Director-General of Investment Promotion at InvestHK, and the government agency that helps foreign companies to set up or expand in the city.

This is an interesting time for Hong Kong. We are not immune to the global slowdown, but companies here have been quick to adapt and are focusing on new clients and new revenue streams among our neighbouring economies.

It’s a realistic approach given that some of the regional economies – China, Indonesia, the Philippines, Vietnam and South Korea – are showing relatively robust growth compared with their European and American counterparts. Understandably business people around the world are looking this way.”

WHAT FACTORS AFFECT INVESTMENT DECISIONS? WHAT ARE THE “PULL FACTORS” OF HONG KONG? “According to the last annual survey we conducted together with the Census & Statistics Department, the top five factors which attract foreign companies into Hong Kong are, in order of priority: simple tax system and low tax rate; free flow of information; corruption-free government; absence of exchange controls; excellent communications, transport and other infrastructure.

Hong Kong’s international business hub status continues to make it an ideal location in terms of attracting a broad spectrum of companies, including

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both multinationals and small and medium-sized enterprises, which are attracted by the city’s ready pool of talent and simple business procedures.

Hong Kong is also the perfect base from which to access Mainland China. At the same time, Mainland companies are also using Hong Kong as a springboard from which to go global.”

HOW HAS THE LANDSCAPE OF INVESTMENT CHANGED OVER THE LAST 12 MONTHS? “We have seen a more than four percent increase from 2010 in the number of regional headquarters, which is very encouraging.

These companies come from a range of sectors and include giants of industry like General Electric (GE), which consolidated all of its global business, outside the US market, in Hong Kong last August. GE has chosen Hong Kong because of its excellent infrastructure and proximity to so many of their customers who are based in or around the region. The business world they operate in expects 24/7 service so time zones count.

Another recent case is Nissan Motor. Infiniti, their luxury brand, has located its new global headquarters in Hong Kong. The city serves as the base to grow Infiniti’s presence in the global luxury markets of North America, Europe, China and South East Asia.

Functions handled from Hong Kong will include part of Nissan’s market research, product planning, and marketing and communications for the Nissan brand for Asia.

WHAT ARE THE OPPORTUNITIES FOR SMALL AND MEDIUM-SIZED COMPANIES?

HOW MANY COMPANIES HAS INVESTHK HELPED TO SET UP IN HONG KONG LAST YEAR? “Last year we assisted more than 300 overseas and Mainland Chinese companies to set up or expand in Hong Kong. This was the eleventh consecutive year that we beat our annual target for the number of completed projects. The numbers are testament to the enduring advantages of Hong Kong as the preferred location for overseas investors and present a substantial vote of confidence in our city.”

We welcome all companies, whatever their size, nationality, or business sector. If they have an idea and some drive, then we have expert teams at InvestHK that can give them specific advice on how to best set up here. We look forward to seeing even more companies set up this year.

InvestHK provides free advice and customised services to help businesses succeed in Hong Kong’s vibrant economy. If you’d like to learn more about business trends in Hong Kong, or how to set up a company, please visit www.investhk.gov.hk.

“While multinationals are always welcome, small companies – with fewer than 20 employees – still account for many foreign-owned entities here. There is a perception overseas that Hong Kong is a city of multinationals but the small entrepreneurial companies really are the people creating jobs and value in our city.

An example is Omnitech, an IT services and software solutions provider established by two Indian technology specialists in 1987, which opened its regional headquarters in Hong Kong in 2010. In less than two years, the company has already achieved considerable success in the banking industry as well as winning new clients in the chemicals and airlines sectors.”

Company: Invest Hong Kong Name: Simon Galpin Email: sgalpin@InvestHK.gov.hk Web: www.investhk.gov.hk Address: 25/F, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong Telephone: 852-3107-1000

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Driving recovery in South Africa

DRIVING RECOVERY — in South Africa

If Q4 2011’s results are any indication, it seems that the economy in South Africa is well on the road to recovery. The economy gathered momentum in the last quarter, growing by 3.2% and the Reserve Bank confirmed that spending by households and the government accelerated strongly in the fourth quarter, with investment also picking up. According to a recent survey by PricewaterhouseCoopers, the country’s banks are well positioned and trading profitably despite global economic uncertainty and foreign direct investment inflows increased by R15.8-billion from the third to the fourth quarter.

2011 witnessed the introduction of the new Companies Act which aimed to change how companies are formed and improve shareholder relationships. These changes will have an on-going effect on M&A over the course of 2012, where we expect to see a more buoyant market than last year. In the first 2 months of this year, South Africa attracted 49 deals, with a combined value of $1.33 billion (R10bn) and the most targeted sectors remain metals and metal products, as well as the wholesale and retail trade. Experts are divided over their predictions for deal making volumes but there is a general consensus that cross-border activity is a trend that will continue. Acquisition International speaks to Nelisa Mali, Managing Director of Nelisa Mali Attorneys (“NMA”) and Francois Terblanche, Head: Commercial Practice Group, of Knowles Husain Lindsay Inc. Attorneys (“KHL”). KHL is one of South Africa’s leading law firms while NMA, founded in 2006, is a corporate law firm specialising in commercial law and tax law.

NELISA MALI ATTORNEYS (“NMA”) was established in 2006, as a niche tax and commercial law firm. Mrs. Nelisa Mali’s vision to become one of South Africa’s renowned women in tax and commercial law practice. she comments: Our objective is to provide best legal solution, more especially commercial and tax law solutions. Due to the consequences of worldwide economic recession most countries are experiencing budget deficits. Consequently, countries are in the process of redressing the deficits by increasing their revenues. Some countries including South Africa solely rely on taxes for their revenue. The South African government constantly works towards improving its commitment to revenue collection and fiscal international co-operation. Tax law and tax practice change and progress rapidly on a perpetual basis, globally.

Our mission is inspired by this global rapid development of Taxation Policies and Tax Administration. Our law firm advises taxpayers, importers, exporters and affected parties on how to most effectively manage their tax affairs to avoid possible risk. Our services include informed tax advice and dispute resolution, including tax court litigation. Tax Law is integral to Commercial Law, hence our Law Firm’s focus is not limited to only tax services, but includes commercial law and litigation, more particularly drafting and vetting of commercial agreements. The introduction of new Companies Act also serves as an inspiration for NMA to be of assistance to businesses and government departments who are involved in the implementation of company law. Our government is one of the biggest consumers of legal services which services inherently include compliance with Public Finance Management Act an area which NMA possess an undisputed skill.

WHAT FACTORS HAVE CONTRIBUTED TO THE SOUTH AFRICAN ECONOMY RETURNING BACK TO GROWTH? It is argued that prudent consumer debt regulation and absence of toxic assets, which combined with inflation targeting policy, control of foreign exchange as well as the emerging of china as a trading partner, helped South Africa to avoid full impact of

ACQUISITION INTERNATIONAL

the global crisis, which shook the West. In essence real gross domestic product demonstrated an upward trend with an annualized rate of 3.2% in the final quarter of 2011 as activity in the mining and manufacturing sectors recovered. Gold and coal made the largest contributions to the higher mining output, while the improvement in manufacturing was widespread but most prominent in the manufacturing of wood and wood products, paper, publishing and printing, and basic iron and steel. The tertiary sector has also contributed to economic growth by maintaining relatively strong growth throughout 2011. The lower interest rate environment was supportive of household consumption expenditure growth, along with the gradually declining level of household indebtedness. Growth in real fixed capital formation gained momentum with capital spending by government on road infrastructure and public corporations’ increased expenditure, led by Eskom’s power station projects and Transnet’s debottlenecking of its pipeline, ports and rail capacity. In the private sector, telecommunication companies invested more in information technology-related products.Over and above all these improvements, foreign inward investments made the largest contribution with UK and China being the largest contributors in the mining, communication and financial intermediation sectors. Also the adoption of policies that are conducive to the integration with the rapidly-growing world economies is expected to keep South Africa in the same direction with other BRICS and G20 members.Sound monetary policy targeting inflation rate, helped control the borrowing capacity of the population and thereby reduced the impact of the crisis on financial sector.

Foreign exchange control helped limit the capital outflow during the period that followed 2008 crisis.”

only one director, that director can exercise any power of the board of directors of that company without having to comply with any internal formalities.

• If each shareholder of a company is also a director of the company and the board of that company has to refer any matter to the shareholders for their decision, the shareholders may decide that matter even though they did not receive prior notice of that matter. The shareholders also do not have to comply with any internal formalities in making their decision.

The Act also recognises the commercial reality that many directors’ and shareholders’ resolutions are nowadays taken by businesspeople responding to communications on their Blackberries, iPhones, iPads and the like. The Act accordingly allows the electronic passing of round robin shareholders’ and directors’ meetings without the company necessarily having to convene or hold a formal shareholders’ or directors’ meeting.

Let’s turn briefly to the flexibility which the Act introduces in respect of the structuring of a company’s share capital. The Act allows a company to create different classes of shares and to distinguish between the different classes’ voting rights and entitlements to participate in any distributions (including dividends) made by the company. Put differently, the Act allows a company to structure its affairs in such a manner that the “shareholder control” of the company may vest in certain shareholders whereas other shareholders may hold a preference to any economic value returned by the company.

This creates the ability to cater for each company’s unique share capital context and requirements to an extent previously unheard of in South African company law.

How the introduction of South Africa’s new Companies Act in 2011 has impacted on the Business Environment in South Africa.

‘Francois Terblanche of KHL says the timely implementation of South Africa’s National Credit Act from 2006 onwards is often, and correctly, lauded as one of the main reasons why South Africa did not suffer so severely from the credit crunch that followed the 2008 international financial meltdown. “What is not broadly appreciated yet is the timely implementation of South Africa’s National Credit Act from 2006 onwards is often, and correctly, lauded as one of the main reasons why South Africa did not suffer so severely from the credit crunch that followed the 2008 international financial meltdown. What is not broadly appreciated yet is just how much the introduction of South Africa’s new Companies Act (“the Act”) in 2011 can assist in the conducting of business in South Africa. The Act has been widely and publicly criticised for a host of reasons. However, if one takes away all of the “trimmings of doom” and looks at the substance of the Act, one finds that the Act is likely to prove an invaluable tool for the flexible conducting of business in South Africa, provided that it is used wisely. Two of the areas in which the Act introduces significant flexibility are in the governance of companies and in the structuring of a company’s share capital and other financial instruments. Turning firstly to the governance of companies, the Act recognises that many companies are private, “family” companies who do not need the extensive regulation that is required for listed, blue chip companies. Three examples illustrate this point, namely: • If a company (except a state-owned company) has only one shareholder, that shareholder can vote on any shareholder’s resolution without having to have received prior notice of that resolution and, more importantly, without having to comply with any internal formalities.

• Likewise, if a company (except a state-owned company) has

Company: NELISA MALI ATTORNEYS Name: NELISA MALI Email: Nelisam@maliattorneys.co.za Web: www.maliattorneys.co.za Address: Unit B Mezzanine, Cambridge Park, 5 Bauhinia Street, Highveld, Centurion Telephone: 012 940 0272

Company: Knowles Husain Lindsay Inc. Name: Francois Terblanche Email: ft@khl.co.za Web: www.khl.co.za Telephone: +27 11 669 6096

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SECTOR SPOTLIGHT: Doing business in India

DOING BUSINESS — in India

GDP growth in India grew at its weakest pace in quarter 4 of 2011 slowing to 6.9% due to a slowdown in global economy and domestic investment.

Despite the improvement in the last few months, the continuing domestic and external headwinds are likely to result in the annual growth rate moderating further in 2012 before starting to pick up later in the year.

GDP is now expected to increase 6.1% in 2012 down from a previously predicted 6.5%. Forecasts for 2013 are also projected to be slightly lower however at 8.5% it will remain a significant recovery. Lower inflation, easing monetary policy and improving global conditions will aid growth and push India towards the continued high growth margins achieved over the past decade.

India is one of the fastest-growing economies in the world. Despite the rising risk of political and economic policies, the overall economic outlook of India in the long run is still intact. A significant bounce in investment will be required in 2012 for India to achieve its targets for its rapidly growing economy.

Declining growth in 2011 could be attributed to poor performance in investment which could be largely improved upon. The government needs to adhere to its strategy to further reduce the fiscal deficit to support monetary policy in achieving a sustained reduction in inflation. Acquisition International speaks to the experts…

Namita Chadha is the Founder and Managing Partner of Chadha & Co. The firm is India’s leading boutique law firm specialising in advising foreign companies on their Indian legal and regulatory issues.

The firm advises international corporations on their India entry strategy, structuring their entry, establishing Indian operations, and on legal and regulatory issues while they conduct their operations in the country.

Chadha & Co. provides the expertise and experience across industries and practice areas of a large firm in a boutique environment.

“The growth rate of the Indian economy in the last four years has averaged at 8.7%, making India one of the fastest growing economies in the world today and this process towards development started in 1991, with the government changing it policies and moving towards liberalization and economic reforms. Even though the manufacturing sector has been slow, the services sector has contributed tremendously to the growth of the economy, particularly information technology and related services. The services sector is believed to contribute almost 51% to the GDP of the

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country. Another positive is the increase in literacy rates, and the English speaking population of India, which is much larger than that of similar growing economies like China, and combined with India’s prowess in information technology, has made India the most popular destination for outsourcing of all types of services, whether ITES or legal and financial services. Further, savings and investment has increased significantly in the last decade, leading to a stronger economy.

In summary, foreign direct investment, global trade, improved financial markets, farming and agriculture, increase in outsourcing services, growth of industrial and textile “industries, and increase in employment, boost in domestic investment, mining and domestic consumption have been some of the main factors that have contributed to high growth rates in the past decade.”

A complicated and retrogative tax regime makes international investors wary of investing In India. Stand of Government of India after the Vodafone judgment will also affect the sentiments of international business community.”

CAN YOU PLEASE EXPLAIN HOW THE EXPECTED IMPROVEMENTS TO EXTERNAL CONDITIONS ALONG WITH A PREDICTED FALL IN INFLATION WILL CONTRIBUTE TO A RETURN TO HIGH GROWTH IN 2013?

“An improvement in both domestic and external demand is expected to feed the growth, however, the same has to be supported by government by taking appropriate stance on various issue like direct tax regime, goods and service tax, further the investment in infrastructure has to be increased for giving a boost to the economy.”

Established in 1978, MV Kini & Co, presently has 150+ lawyers advising on Infrastructure Contracts, Project financing, Banking, Capital Market, Corporate and Commercial laws, FEMA, litigation, arbitration, international trade disputes, aviation and transport, property, labour and service matters, environmental law, WTO law, etc.

“With our pan India presence and on the strength of our dedicated lawyers specializing in various fields, we are able to offer the best advice both in Litigation, International Trade, and Intellectual Property Rights and in corporate matters with less turnaround time and on enviable rates.

A combination of experience and youth gives a lot of advantages to us over our competitors. A multidisciplinary exposure to our lawyers gives them an advantage to handle legal complexities from various fields. A work culture that promotes the interaction and discussion among seniors and juniors and brings out the best solution to any problem.”

Company: Chadha & Co. Name: Namita Chadha Email: nchadha@chadha-co.com Web: www.chadha-co.com Address: S-327, Greater Kailash 2 New Delhi – 110 048 India Telephone: +91 11 4383 0000, 4163 9294

WHAT FACTORS HAVE CONTRIBUTED TO INDIA’S GDP GROWING AT ITS WEAKEST PACE OF 6.9%?

“However poor infrastructure has been a major roadblock in growth. Poor infrastructure adds to 3% to 6% to cost of manufacture. Near stagnant growth in agriculture, which even today employs approximately 60% of work force. Inflation has been another area of worry. A consistent high rate of inflation negatives the impact of growth

Company: M.V. Kini & Co. Name: RAVI KINI Email: ravikini@mvkini.com Web: www.mvkini.com Address: M.V. Kini & Co., Bilquees Mansion, 261/263 D.N. Road, Fort, Mumbai-400 001 Telephone: (+91) 22-2261 2527 / 28 / 29

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Doing business in Pakistan

DOING BUSINESS — in Pakistan

Pakistan’s GDP grew by 2.4% in 2011 fiscal year and looks like it will improve in 2012. Growth for 2012 had originally been predicted to reach 4.2% however with the global backdrop worsening and the political scene deterring foreign investment and policy progress; expectations are now for 3% growth this year.

A slowdown in growth is adding to concerns about the public finances, with the fiscal deficit likely to be close to 6% of GDP this year, well above the target of 4.7%. The current account posted a small surplus in 2010. Annual export growth slowed to just 5.5% and imports grew 18% resulting in a current account deficit of US$3bn in the first eight months of this financial year.

The inability to agree new IMF funding will deter FDI and aid inflows. With reserves down to US$16.4bn in mid-March and repayments to the IMF under way, there is a growing risk of financing problems. Inflation rose to over 11% in February and, with oil prices still high plus pressure on the government to reduce fuel subsidies, there is little chance of any early easing in inflation or monetary policies. With the government struggling to address key policy issues and relations with the West still poor, Pakistan is exploring wheat and oil deals with Iran. These may place a further strain on relations with the US. Acquisition International speaks to the experts…

Kairas N Kabraji is the senior partner of Kabraji & Talibuddin, he commented: “Founded in 1997, The Firm deals with all forms of commercial and corporate legal work, contentious and noncontentious, except Intellectual Property.”

We specialize in project finance for power projects. We also have a well-developed arbitration practice, cross-border as well as domestic.

WHAT FACTORS CONTRIBUTED TO PAKISTAN’S GDP GROWING BY 2.4% IN 2011? IS THIS TREND SET TO CONTINUE? “Pakistan continued to be faced with a serious security challenge from terrorism both domestic and cross-border.

This was compounded by devastating natural disasters (country-wide floods both in 2010 and 2011) political infighting and confrontation between various organs of the state coupled with poor governance, including slow or no decision-making, particularly, when faced with tough economic choices.

Sharp global rises in imported petroleum products on which the country is dependent as well as a continuing deficit in power generation, has inhibited domestic investment as well.

This in turn has retarded export growth and has contributed to a growing imbalance in the balance of payments deficit.

With very high spending on defence and debt service,

ACQUISITION INTERNATIONAL

public spending on social sectors is also very low. All of this converges to make for low GDP growth.”

CAN YOU PLEASE EXPLAIN THE EFFECTS OF PAKISTAN’S INABILITY TO AGREE NEW IMF FUNDING? “There would be a significant deterioration in the balance of payments and serious difficulties in meeting external commitments including debt service. The Rupee would likely suffer significant devaluation confronting local industry with difficulties in funding imports or borrowing for investment because of the very high country risk premiums attaching to interest rate spreads on foreign currency borrowing despite rates being at historically low levels.

Vellani & Vellani is a law firm based in Pakistan which continues a practice first established in 1937 under the name of Wali Mohammad Vellani & Co and carried on under various names.

It also incorporates the practice formerly carried on in the firm name of Fatehali W. Vellani & Co. Mr. Badaruddin F. Vellani, Senior Partner, Vellani & Vellani, he comments: “The firm’s client base comprises of a blend of international and domestic clients, including, global corporations, major investors and commercial banks, government and governmental organisations.

The firm specialises in providing expert legal service ranging from commercial matters including anti-trust matters, real estate, taxation (income tax, sales tax, customs, excise), joint ventures, mergers, acquisitions, spin off and divestments, projects involving the grant and exploitation of government concessions, the setting up and operation of manufacturing facilities, finance (syndicated loans, project finance, asset management, banking), trading and service companies, banking and financing transactions, syndicated loans, credit facilities, licensing and transfer of technology, the grant of franchises, agencies and distributorships, the incorporation of companies, private, public and listed, the public floatation and listing of securities, tender offers for listed securities to intellectual property matters (trade marks, patent, copyrights, domain names, anti-counterfeiting, and other emerging IP Rights). Additionally, the firm conducts cases and provides representation in courts and other tribunals before arbitrators and experts.”

WHAT ARE YOUR PREDICTIONS FOR GROWTH IN 2012 DESPITE ON-GOING INFLUENCES WHICH HAVE LOWERED EXPECTATIONS? “Notwithstanding the current socio political and economic situation prevalent in Pakistan, there are numerous opportunities for growth in a number of sectors namely mines and minerals, which resources remain unexploited.”

CAN YOU PLEASE EXPLAIN WHAT THE PAKISTANI GOVERNMENT IS CURRENTLY DOING TO IMPROVE THE BUSINESS ENVIRONMENT?

Pakistan has an investor friendly environment which is conducive to foreign entities investing in Pakistan companies.

“The Board of Investment (“BOI”) established by the Government of Pakistan continues to be at the forefront of promoting and facilitating both local and foreign investment in the country.

The BOI is most investor friendly and is accessible to all investors and their advisors alike. Further, while there is a regulatory environment under the head of State Bank of Pakistan and the Securities and Exchange Commission of Pakistan and the Competition Commission of Pakistan, these are all relatively accessible and seek to make prospective investors in businesses comfortable with their commercial approach to transactions.”

Company: Kabraji & Talibuddin Name: Kairas N Kabraji Email: kairas.kabraji@kandtlaw.com Web: www.kandtlaw.com Address: 64-A/1 Gulshan-e-Faisal, Bath Island, Karachi 75530, Pakistan Telephone: +92 21 3583 8874/8875/8876

Company: Vellani & Vellani Name: Mr. Badaruddin F. Vellani Email: bfv@vellani.com Web: www.vellani.com Address: 148, 18th East Street, Phase I, Defence Officers’ Housing Authority, Karachi – 75500, Pakistan Telephone: +92 (21) 3580-1000

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SECTOR SPOTLIGHT:

Marketing the mid-size law firm

MARKETING

— the mid-size law firm

Much has been written about the advantageous position that midsize law firms have found themselves in since the onset of the economic downturn; compared to their larger counterparts, they have been able to offer a more cost-effective and personalised service to their clients.

As our global economies begin to improve, many midsize firms are hoping that clients, having sampled the benefits, will continue to use their services. But it is true to say that midsize law firms will continue to practice in a buyer’s market, meaning that lawyers, and most of the services they offer, will be plentiful; hence clients have a wide range of choices of high quality lawyers and law firms to serve them. Marketing is crucial for all firms regardless of size and firms need to focus on their efforts to create a strong identity, brand and message.

Many mid-size law firms do not have the luxury of employing a full time dedicated professional to manage marketing and business development activities; therefore, managing partners need to create a friendly business development and profitable culture from within the firm. A recent poll by LawNet showed that a large majority of partners at mid-sized law firms believe their practices need to grow by at least a third over the next three to five years to remain competitive. Six out of ten said that they would prioritise investment in developing their brand in order to attract new clients, sharpen up their strategy and improve their structure. LawNet chief executive John Thomas is encouraged that firms are concentrating their efforts on growth, becoming more specialist and are aware of the branding issues facing the sector. Acquisition International speaks to the experts.

CAN YOU PLEASE EXPLAIN HOW YOU CREATE A FRIENDLY BUSINESS DEVELOPMENT AND PROFITABLE CULTURE FROM WITHIN THE FIRM?

Mackrell Turner Garrett is a full service law firm consisting of 40 attorneys. Nigel Rowley, Managing Partner, at the firm, comments:

Mr. Webber is the managing partner of Ramsay Webber Inc, a law firm established in 1982 based in Johannesburg but which has associations in Durban, Cape Town, the Eastern Cape and Bloemfontein.

“Our specialisms are litigation and dispute resolution, particularly international and corporate M&A. We are also unusual in that a) our head of private client edits the major textbook on wills and b) we have a substantial matrimonial department – unusual in a central London firm.

WHY IS MARKETING CRUCIAL FOR ALL FIRMS REGARDLESS OF SIZE? AND WHY DO FIRMS NEED TO FOCUS ON THEIR EFFORTS TO CREATE A STRONG IDENTITY, BRAND AND MESSAGE? “Every law firm, regardless of size needs to have a marketing plan in place. Marketing plans are important because they help develop and deepen client relations, as well as help attract new clients. It is important to focus efforts on creating a strong identity, brand and message as this distinguishes your firm from your competitors.”

Having an easily recognisable brand with a strong identity leads potential clients to understand your philosophy and what you stand for.

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We adopt a policy of total involvement, so the marketing of the firm starts from the bottom up. We involve everyone in the ideas process, meeting with all staff – whatever their level or role – on a three weekly basis to a) make sure they know exactly what is going on to market the firm and are involved in its development and b) to see if they have ideas of their own that we can incorporate –which they often do.

WHAT ARE THE CHALLENGES ASSOCIATED WITH MARKETING A MID-SIZED FIRM? “Mid-sized firms face the difficult challenge of facing up to the shrinking market - with cut-throat competition from above and below. To survive and prosper, mid-sized firms need to find a way of standing out from the crowd as they are all competing in the same sort of market. . Mid-sized firms need to say why they are different, as the whole mid-tier sector has become very homogonous. The brand needs to become focused, giving the firm a distinctive profile in the market, playing to the firm’s key client areas. “

The firm is Mackrell International an association of independent law firms with in excess of 4500 lawyers and offices in all major commercial centres worldwide. Mr Webber comments: Our firm compete with the major firms by providing a more user friendly and cost effective solution to the client’s requirements and, as I have mentioned, we endeavour to work in partnership with our clients so as to achieve the best possible client satisfaction. Regardless of the size of the firm it is necessary to maintain market share and that new clients are injected into the firm on a regular basis. The existing clients are also required to remain aware of our firm’s presence as well as our standing in the legal community. I have mentioned that we pride ourselves on our low client turnover but marketing ensures the introduction of new clients as well as existing clients’ awareness. It is through the creation of a strong identity brand and message that firms maintain their existing client base and grow exponentially.

“Our firm has very much a partnership culture wherein we intimately share in each other successes and failures of which, I am happy to say, there are not many. However, by the very nature of the business there will regrettably be occasional failures. Due to our size, having 18 lawyers, we are better suited to control costs and as a result thereof are able to provide equivalent service at better value for money. We participate regularly in events and team building exercises such as the annual JP Morgan Challenge Run in which most of the firm participates. Due to our size we are better suited to control costs and as a result thereof are able to provide equivalent service

at better value for money. We have noted that our marketing budget is substantially less than our bigger competitors and have tendered to rely more on word of mouth and direct marketing such as golf days. Whilst I agree with the result of the LawNet poll I believe that there is a niche for tightly controlled value for money boutique medium sized law firms. However, firms need to grow otherwise they tend to die or merge.”

Our investment in marketing is more focused on maintaining our position with our clients and seeking to attract selected new clients.

“The South African law firms have the advantage of South Africa being an emerging market and part of the BRIC association. As a result thereof there are new investors into South Africa which allows the opportunity for the representation of new multinational clients.”

Company: Mackrell Turner Garrett Name: Nigel Rowley Email: Nigel.Rowley@mackrell.com Web: www.mackrell.com Address: Inigo Place, 31 Bedford Street London , WC2E 9EY Telephone: +44 (0)20 7240 0521

Company: Ramsay Webber Inc Name: Brian Webber Email: bw@ramweb.co.za Web: www.ramweb.co.za Address: 269 Oxford Road, IIlovo, Johannesburg, South Africa Telephone: +27 11 7780600

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Goodbye big firm, hello small – the era of disaggregation

GOODBYE BIG FIRM, HELLO SMALL — the era of disaggregation With the 2008 financial meltdown still affecting today’s market, it comes as little surprise that the trend towards using smaller law firms has not diminished, in fact the boutique law firm has not only emerged but stayed and conquered the big firm.

The last four years has been deemed by many as “The Era of Disaggregation”, unlocked by the unbundling of legal services, the need for niche advice and quest for high expertise on a budget.

Having grown in number and diversity, boutique firms are snapping up work that has traditionally been taken care of by larger firms. Many boutiques have been recruiting talent from top-tier firms and partners with ‘heavyweight’ experience are relocating and bringing with them a wealth of experience. Acquisition International speaks to the experts.

SOTERIS PITTAS is Managing Director of SOTERIS PITTAS & CO LLC,advising on all legal aspects of corporate & commercial operation, with a particular focus on takeovers, mergers and acquisitions, inter-company agreements, joint ventures and cross border transactions, and international tax planning. Other specialties include intellectual property law, and information technology law.

The Firm’s partners and associates have more than 20 years of vital industry experience, and over the years have gained considerable exposure in both contentions and nonconventions aspects, of shipping law, advising on matters, ranging from cargo claims, to marine casualties, and from admiralty processes, to insurance law.

The Lawyers of the Firm have acted in every area of shipping business. Our Clients include ship-owners and charterers, P & I Clubs, Shipyards, ship and bunker supply companies, ship and chartering brokers, freight forwarders, hull and cargo insurers, marine engineering companies, salvors etc.

All work undertaken by the firm, is partner-led, with lawyers from the respective departments, who are involved in the core areas of the Law. “SOTERIS PITTAS & CO LLC. is a boutique law firm, in size only, focusing on the areas of law related to business activity and dedicated to providing its clients with outstanding, highly personalized, legal representation.

The lawyers and associates of the firm with their combined skills-set and knowledge can provide comprehensive legal solutions according to the clients’ particular business needs, requirements and objectives. We are committed to representing our clients at all stages of disputes, including negotiation, mediation, arbitration, and litigation, in order to secure just compensation and legal vindication.

The Firm has close links and strong associations with reputable audit firms, private equity managers, and fiduciaries in Cyprus, Russia and the former CIS countries.

We thank our clients for selecting our firm to represent them, and we will continue to work hard to provide them with top quality legal representation with the personal touch characteristic of a boutique law firm.

Dr. Johannes P. Willheim, M.B.L.-HSG, LL.M and works for Austrian law firm Willheim Müller Rechtsanwälte (“WMLaw”) based in Austria’s capital city, Vienna (www. wmlaw.at).”

ACQUISITION INTERNATIONAL

WMLaw is a corporate and commercial law firm which was established in the year 2005. With around twenty fee earners the firm is mid-sized for Austrian standards. In many ways, however, the firm is actually like a large firm – in what it does, how it does it and the client it acts for.

WMLaw focuses on high end and high value cases and projects. A considerable portion of the firm’s work has an international aspect. Most of the engagements cover the following practice areas • International Arbitration and Business Litigation • Corporate and M&A • Austrian and EU Competition and Antitrust • Regulatory • Foundations and Trusts • Infrastructure Projects (including PPP – Projects) • IP and IT-Law (including large–scale outsourcing projects) The firm has a strong presence and industry knowledge in particular in the following sectors: • Energy • Media and Entertainment • Life-Sciences • Information-Technology • Construction

“At WMLaw we understand that top level work quality is a must have in today’s legal environment. We are aiming at creating every single day an environment which fosters the development of technical and soft skills as well as innovation.

We do this by constantly working on our work processes and systems which are all designed to enable our professionals to concentrate on the most important aspects of our cases (e.g. by implementing latest technology and work flow management software) We understood that the actual challenge in today’s legal environment is not high quality of work which is presumed as a must have by all clients, but instead the delivery of service quality. We are therefore constantly innovating ways and means to improve our service levels.”

WHY GO BOUTIQUE? WHAT CAN YOU OFFER YOUR CLIENTS THAT LARGER FIRMS CAN’T?

IN TODAY’S CLIMATE, WHICH IS MOST THE IMPORTANT TO YOUR FIRM? REPUTATION, FEE STRUCTURE OR CONTACTS? “The legal business is a people’s business. What matters the most in securing work is a solid track record, industry contacts as well as contacts to regulatory authorities and other important institutions.

In highly specialized cases and industries, fee structure is still less important. Although it comes automatically with a high degree of specialization that assignments can be completed a lot more efficiently, which, of course, has a direct positive impact on actual fees charged to the client.”

DO YOU HAVE ANY PREDICTIONS FOR THE NEXT 12 MONTHS? WILL BOUTIQUE LAW FIRMS CONTINUE TO BE “RECESSION-PROOF”?

“No general statement to this end can be made. Sustainability will clearly depend on practice areas. As far as our core practices are concerned, we trust that, in particular, oil & gas, life sciences and new technologies will be sustainable or even growing practice areas in the coming years”

Company: SOTERIS PITTAS & CO LLC Name: SOTERIS PITTAS Email: spittas@pittaslegal.com Web: www.pittaslegal.com Address: 223, Arch. Makariou III Ave., Avenue Court, 2nd Floor, 3105 – Limassol, Cyprus Telephone: +357 25028460

“The way we provide services is geared at offering customized solutions to non-standard problems. We are able to do so due to many years of experience in particular practice areas and (often exotic) industries.

Even if we work for large corporations, our focus is geared on individuals and individual issues which require our personal attention to be adequately and efficiently dealt with and resolved. Our infrastructure is build in a manner which allows maximum flexibility.

If need be, we work with interdisciplinary expert teams and national or international outside counsel. Personality and individuality is what really sets us apart from large firms.”

Company: Willheim Müller Rechtsanwälte Name: Johannes P. Willheim Email: j.willheim@wmlaw.at Web: www.wmlaw.at Address: Rockhgasse 6, 1010 Vienna Telephone: +43 (1) 535 8008

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SECTOR SPOTLIGHT:

White collar crime report

WHITE COLLAR CRIME — report

White collar crime is defined as a financially motivated, non-violent crime committed for monetary gain and covers fraud, bribery, forgery, insider trading, embezzlement, money laundering, corruption and theft etc.

This area of law covers such a vast scope of crimes, the effects of which can often destroy a company, devastate families by wiping out their life savings, or cost investors a lot of money, often all three in many cases.

If you are an individual being accused of committing such an offense, you may be subject to a lengthy criminal investigation that can have immensely negative consequences. Your reputation and dignity can be destroyed in the court of public opinion even if charges are never filed against you.

It is therefore of the upmost importance that businesses and individuals alike seek the advice from experts within the field when any suspicions arise to minimise the devastating effects to all those involved. Acquisition International speaks to the experts.

Keystone Law is a full service national law firm made up of over 100 entrepreneurial lawyers. Our solicitors are senior people in their sector often having acquired their experience with the largest law firms before moving to Keystone bringing with them a wealth of expertise. Rather than going on to manage other lawyers, Keystone’s solicitors carry on in practice directly with clients.

“One of the Firm’s practice areas is White Collar Crime.

This practice area is busy dealing with companies and individuals, generally, but not exclusively against the State.

As well as working with clients involved in direct and indirect tax enquiries, investigations and prosecutions, money laundering offences and international frauds our highly experienced solicitors also deal with asset tracing, extradition, bribery and corruption as well as prevention.

Clients are particularly pleased that their point of contact with the firm is, and remains throughout, with the solicitor they have instructed. There is no

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duplication of time between fee earners when the time comes to submit an invoice. It is not always all about the cure and solicitors in this practice area also have a detailed knowledge of employment law which enables them to advise and help to prevent fraud in the work place. Keystone is also able to write and help implement policies and procedures aimed at helping companies meet, and exceed, the requirements of the new Bribery laws.

A great deal of fraud now crosses international borders and Keystone is finding that London is becoming the forum of choice for international banking and other disputes, based no doubt, on the reputation of the English legal system and access to top quality lawyers and judges. An economic downturn will always show up more cases of fraud than in boom times. Companies will have weaknesses in their balance sheets exposed, funding will fall away and insolvencies will lead to investigations by the authorities. All matters for Keystone to advise on and, if possible, to prevent.”

who, following a bribe, act in violations of their duties, causing damage to the company.”

International bribery “Two forms of international bribery are set out in section 322 bis cp.

The first occurs when the instigated/bribed person is an EC bodies’ member and the bribery is committed through the conducts set forth in case of internal public officer/employee’s bribery. Both the briber and the bribed person are punishable and they are submitted to the same penalties as in the event of the internal bribery.

The second form of international bribery takes place when the bribed person is a foreign non-EU public officer/employee and the bribe is aimed at achieving an undue advantage in international economic business.

Only the briber is punishable and he receives the same penalties envisaged for the public officer/employee’s internal bribery.”

Fabio Cagnola, partner at Studio Legale Bana commented on the criminal punishment of the crime of bribery under Italian Law: “Pursuant to the Italian criminal law two basic forms of bribery are recognizable: the internal and the international bribery.”

Internal bribery “Articles 318 to 322 of the criminal code (cp) provide for the public officers and employees’ bribery.

Those provisions punish both the public officer/ employee who accepts the bribe and the briber with a custodial sentence whose maximum can amount to 8 years. Two types of public officer/employee’s bribery are envisaged: the most serious, being the proper one, which requires the public officer/employee’s conduct to be in contrast with his duty, and the improper bribery, which assumes the said conduct not to infringe his duties. The instigation to bribery (when the bribe is not accepted by the public officer/employee) amounts to a crime as well: the instigator is punished with a custodial sentence up to 3 years and 4 months.

Article 2635 of the civil code (cc) punishes a distinct type of bribery, in which the bribed person is not a public officer/employee. The provision sets forth the custodial sentence up to 3 years for both the briber and the directors, managers, internal auditors or liquidators

Company: Keystone Law Name: Mark Spragg Email: mark.spragg@keystonelaw.co.uk Web: www.keystonelaw.co.uk Address: 53 Davies Street, London, W1Y 5JH Telephone: +44 207 491 1988

Company: Studio Legale Bana Name: Fabio Cagnola Email: fc@studiobana.it Web: www.studiobana.it Address: Via Larga, 23 – I-20122 Milano Telephone: +39 02 58303974

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

White collar crime report

Acquisition International speaks to Jorge Bofill, senior partner at Bofill Mir & Alvarez Jana Abogados and partner in charge of the White Collar Crime practice.

“We provide advice in all areas related to White Collar Crime matters including prevention and compliance, litigation and internal corporate investigations. Among other matters, we have experience in cases related to securities and banking matters, government official’s crimes (bribery), all kinds of fraud and swindle, intellectual and industrial property felonies, document forgery, misappropriation of funds, tax evasion, etc.

I have been practicing law for almost 30 years. For the last 20 years I have specialized as a litigator, being White Collar my main practice area. Originally, the cases we handled were related to my former law firm’s clients.

Notwithstanding, for over the last ten years, our practice has been based on our experience and reputation as a specialized litigation group in high profile and complex cases, with a very succesfull record. The first big case we confronted was related to a chemical disaster that took place during a fire of an industrial plant, which involved criminal, civil and environmental actions.

Fortunately, we won on all fronts. The next step came when we assumed the defence of two congressmen who were being accused of bribery. We succeeded very quickly, through a constitutional action which allowed us to obtain a direct decision by the Supreme Court dismissing the case. Based on our experience we are considered a sophisticated litigation group.

White collar crime practice in Chile is widely performed by small firms strictly confined to domestic litigation. BMAJ on its side is the one only full-service firm with a strong and yearsrenowned white collar crime practice.

This allows us to give our clients in-house advice not only on criminal litigation matters but also on any legal aspect related to their criminal defense needs, in areas as broad as civil and commercial litigation and arbitration, regulatory, M&A, finance or even mining and natural resources. It is also to be noticed that most of the attorneys of our white collar crime practice

ACQUISITION INTERNATIONAL

have postgraduate studies in renowned European universities.

We are also able to effectively communicate with our clients in English, German, French and Portuguese, according to their needs. Our extensive cross-border practice allows us to help our clients and colleagues abroad the particularities of the Chilean legal system.

Finally, our relevant contribution to the implementation of the new Chilean Criminal Procedure Code makes the BMAJ criminal law practice to stand ahead from our competitors.”

HOW ARE YOU ABLE TO ASSIST PROSPECTIVE CLIENTS IN PROTECTING THEMSELVES AGAINST FRAUD, BRIBERY AND CORRUPTION?

“BMAJ has broad experience in the execution of corporate internal investigations undertaken at the request of client’s Boards of Directors or controllers and carried out independently of the corporation’s administration. The counsel provided to clients both in Chile and abroad has covered matters such as corporate governance, legal compliance and the relations between a corporation and its regulators.”

HOW IMPORTANT IS IT FOR CLIENTS TO REMAIN UP TO DATE WITH CHANGES ANTI-MONEY LAUNDERING REGULATIONS? HOW ARE YOU ABLE TO ASSIST?

“Since the enactment in December 2003 of Law Nº 19,913 which created the Chilean Financial Analysis Unit (Unidad de Análisis Financiero or “UAF”) it has become increasingly important for clients to keep up to date on this kind of regulations. Such law introduced two substantial changes in the detection and punishment system related to money laundering activities.

Entities pertaining to branches which are particularly used for money laundering purposes have special duties in the detection of this kind of infringements, manly by having to report transactions which are deemed to be suspicious of being money laundering activities. The list of entities subject to such reporting duties has been extended over the last years and nowadays it includes 34 branches, among them banks, insurance companies, securities brokers and dealers, real estate brokers, stock exchanges, casinos, custom agents, derivative operators, credit cards issuers and operators, etc.

On the other hand, the catalogue of criminal offenses which may give raise to the crime of money laundering has also been expanded over the years. Today the law includes offenses against securities and banking laws, drug traffic, bribery, just to name the most relevant ones. The other milestone that has increased the importance for clients to inform themselves about these matters is the enactment in December 2009 of Law Nº 20,393 on Criminal Responsibility of Legal Entities.

Law N° 20,393 established, for the first time in our legislation, the criminal responsibility of Legal Entities arising out of bribery, financing or terrorism or money laundering, when these crimes are committed by their directors, managers or an employee reporting to them and the company lacks an adequate compliance program. Under this scenario, legal advice particularly on a preventive basis has rendered essential.”

HAVE THERE BEEN ANY RECENT SIGNIFICANT CHANGES IN BUSINESS CRIME LAW REGULATION?

“Business Crime Substantive Laws have not experienced relevant changes in the last years, with the exception of Law N° 20,393 mentioned above. But the introduction of the new Criminal Procedure Code and the creation of the Office of the Prosecutor as the entity in charge of criminal investigation and prosecution has significantly changed the scenario in terms of practical prosecution of cases, which until 1999 was exclusively in charge of a single judge who had the duty of investigating and adjudicating the cases.”

Company: Bofill Mir & Alvarez Jana Name: Jorge Bofill Email: jbofill@bmaj.cl Web: www.bmaj.cl Address: Av. Andrés Bello 2711 piso 8, Las Condes, Santiago, Chile Telephone: (562) 7577805

May 2012 /

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SECTOR SPOTLIGHT:

Resolving disputes in the banking & investment industry

RESOLVING DISPUTES

— in the banking & investment industry

Financial services and banking disputes have been a major consequence of the global economic downturn and at the top-end of the scale they involve claims for vast sums of money. partners, 1 salary partner and 16 associates. Amongst them, three lawyers have obtained over the past two years a Ph.D (two at the Leuven University and one at the Antwerp University); they are considered as amongst the best researchers in Belgium and are now practicing in a growing team. Our team has had very good press coverage in different cases where we were involved in.

We do not participate in contests such as Belgian Legal Awards, although we were nominated in Banking & Finance and dispute resolution.

In this seemingly on-going uncertain and volatile financial market, the level of risk faced by banks, other financial institutions and borrowers remains high, and not only is there a growing potential for disputes but increased regulation to navigate.

Top of the agenda for the major institutions has been access to the finest legal teams and dispute resolution experts who have a wide range of experience in resolving high-value and complex financial services disputes. These teams have to be abreast of the latest business, legal and regulatory developments in financial services and expert in all areas of dispute resolution, from early stage negotiation right the way through to litigation in the High Court. Acquisition International speaks to the experts…

Andrey Astapov is a Managing Partner at Astapov Lawyers Intertational Law Group, he comments: “We have been advising Clients on transactions and disputes in Ukraine for over 10 years. We have a long-standing reputation for being a leading law firm handling all types of dispute resolution and advising on all aspects of corporate competition, international taxation and financing, international transactions, M&A, compliance, regulatory enforcement, public private partnership and intellectual property. We also focus on many industry sectors, particularly agriculture, oil and gas, intellectual property, insurance & reinsurance, telecommunications, FMCG, infrastructure, real estate etc.

Most of our Clients are big international firms that conduct their activity in the CIS countries and face the realities and peculiarities of doing business in each country.”

ANDRET HOW DO YOU KEEP ABREAST OF THE LATEST BUSINESS, LEGAL AND REGULATORY

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DEVELOPMENTS IN FINANCIAL SERVICES? AND HOW DO PASS ON SUCH INFORMATION TO YOUR CLIENTS? “Banking and finance sphere has its peculiarities which require special approach in resolving disputes arising from negotiations, for example, between banks and clients, business groups and investors etc.

First of all, when a Client needs help in settlement of a dispute we advise the most cost- and time-effective way – negotiations. Although in our realities this option is not the most efficient, nevertheless we are trying to exhaust all amicable ways before bringing the dispute before the court. While preparing Client’s position we analyze the situation and elaborate the most favourable terms and grounds of the settlement.

In the end, if negotiating does not bring positive results for our Client, we usually advise either starting a litigation or arbitration proceedings. It is worth noting, that AstapovLawyers has also rich experience in representing Clients’ before such international institutions as the International Centre for Settlement Investment Disputes (ICSID), ICC etc.

From our practise we may say, that litigation and arbitrations in resolving disputes arising in banking and investment industry is our strong point.”

Dominique BLOMMAERT is Head of litigation department Janson Baugniet, he comments: “Our firm has a large and longstanding practice in litigation; many of the judges of the Commercial Court and the Court of Appeal in Brussels have first accomplished their training period in our firm. Other judges sometimes refer cases to our firm, which shows the respect from the Courts towards our firm.

Our team is highly skilled, composed of 3 equity

The dispute resolution strategy consists of obtaining the best possible results – given the current legislation and the factual circumstances- within a reasonable budget. We are open for ‘out of Court’ solutions if this can be obtained in a quicker way and under condition that the client finds a certain advantage in accepting a settlement. In case no reasonable settlement can be reached, we litigate – together with the client – until the end (sometimes by obtaining interesting decisions before the High Court).

In banking litigation, an ‘ad hoc’ Court is the most cost efficient ADR method. This varies in case the dispute is a regulatory dispute where administrative courts have shown effectiveness in quite complicated disputes.

We assist our clients in drafting their terms and conditions, which authorizes the client to learn from cases and to implement most recent developments.

The number of case law in banking disputes has considerable grown over the last years, due to the implementation of the MiFID-Directive, the ICPA regulations and the crisis that hit financial institutions. Our firm is involved in the two most important banking litigations at the moment.”

Charles Qin is Founding partner of Llinks Law Offices, he comments: “We usually deal with complicated business disputes, including but not limited to those related to banking and trade finance, credit, guarantee, securities, financial derivatives, equity investment and insurance, etc.

I typically act for financial institutions, including banks, securities companies and asset management companies.

One of the typical cases I handled for fund management companies is Hua An Fund Management Co., Ltd.’s lawsuit against Lehman Brothers International (Europe).

Hua An Fund Management Co., Ltd. (“Hua An”),

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Resolving disputes in the banking & investment industry

represented by Llinks, has launched a US$ 96.4 million professional liability and contractual claim against Lehman Brothers International (Europe) (“LBIE”) before Shanghai High Court.

The claim is mainly based upon LBIE’s failure to structure the financial product to a high standard, or to provide a full and complete explanation of the product structure and all the associated product and investor risks, which would be expected of a reasonably competent investment bank in its position, at the time of marketing, and throughout the lifetime of, such structured financial product.

Since LBIE’s activities have caused material damage to Hua An and fund holders, for the purpose of protecting the fund holders’ interests, Hua An submitted its complaint to Shanghai High Court on September 24, 2008, and requested the court to dissolve the product co-operation relationship with LBIE and to order LBIE to compensate it for the financial loss incurred.

This case, with its significance, has attracted plenty of attention from the financial and legal communities.

Nowadays, nearly three years after Hua An’s launch of the litigation, Hua An and LBIE have signed a final settlement agreement and Shanghai High Court has accordingly issued a settlement judgment in May 2011. Significantly, Hua An has recouped almost all the losses in the interest of numerous fund holders in PRC. Llinks team was led by me, with the assistance from English and Hong Kong law experts, namely Adrian Hughes QC of 39 Essex Street, Kwok Kit Cheung of Deacons, banking expert, Dr Desmond Fitzgerald, and regulatory expert, Michael Foot.

The case involves complicated design and follow-up management of OTC financial derivatives, financial regulatory system of the U.K. and China, QFII and QDII laws and practices under PRC law, jurisdiction of PRC courts, professional liability under English law, extraterritorial effect of English bankruptcy law, legal effect of implied terms and disclaimer clause under Hong Kong contract law, legal nature of Hua An International Balanced Fund, expert evidence and ascertainment of foreign law under PRC civil procedure law and other series of financial, financial regulatory, substantive law, procedural law and conflict law issues.

Llinks assisted Hua An in engaging English Queen’s Counsel to act as English law experts, partners from Deacons as Hong Kong law experts, professionals from the English OTC financial derivatives industry as banking experts, as well as former senior officials of the Financial Services Authority as financial regulatory experts.

These experts issued more than a dozen expert reports to the Shanghai High Court; while a partner from Deacons and an English banking expert served as witnesses to be cross-examined at the same court in June 2009. The case, from various perspectives,

ACQUISITION INTERNATIONAL

has demonstrative significance on the PRC courts’ hearing of cross-border financial disputes in the future.

“This is the first case that foreign banking experts and foreign law experts gave expert opinions before a PRC court, and also is the first case that an English barrister or an English banking regulatory expert issued expert reports to a PRC court. The economic downturn has brought about increasing disputes against or initiated by financial institutions, such as disputes between fund management companies and fund holders.

Llinks has represented a case heard by the China International Economic and Trade Arbitration Commission which is launched by a fund holder against a famous domestic fund management company, concerning mainly a dispute over dividend distribution.

Over the past decade, Squire Sanders has developed a leading position in the resolution of international disputes in the Czech Republic and across the entire Central and Eastern European region.

Although best known for multi-million investor-state arbitrations, Squire Sanders also represents clients in a variety of international and domestic commercial arbitration and court proceedings. In addition to banking, insurance and financial investment matters, we are very active in natural gas price re-openers and a variety of different real estate disputes.

“We offer our clients – who range from Fortune 500 companies to local SMEs and high net worth individuals - a unique blend of international dispute resolution know-how and detailed knowledge of local laws and procedures. Our experience in the global dispute resolution market allows us to prepare tailor-made solutions to the specific needs of each client and each dispute. We understand that if a dispute cannot be avoided by a mutually acceptable settlement, our clients’ interest is not only to win the dispute, but to win it efficiently.

We are proud that our Prague office has become the firm’s regional hub for international arbitration services and attracts foreign clients whom we represent before major international institutions such as the International Chamber of Commerce (ICC), the Vienna International Arbitration Centre (VIAC), the Stockholm Chamber of Commerce (SCC), or the International Centre for the Settlement of Investment Disputes (ICSID).

The highlights of our most recent experience in banking and financial investment disputes includes our successful representation of the Czech Export Bank in a US$ multi-million VIAC arbitration against a leading US surety, numerous representations of lenders or financial investors in claims for repayment and advisory in a complex EUR 100+ million dispute involving five loans and tens of security agreements with multiple parties located in several jurisdictions.”

Company: Astapov Lawyers Int. Law Group Name: Andrey Astapov Email: pr@astapovlawyers.com Web: http://astapovlawyers.com Address: Europe Business Centre, 4 Muzeyny Lane, 3rd floor, Kyiv, 01001, Ukraine Telephone: +38 044 490 70 01

Company: Janson Baugniet Name: Dominique BLOMMAERT Email: d.blommaert@janson.be Web: www.janson.be Address: Chaussée de La Hulpe 187 1170 Brussels, Belgium Telephone: +32 2 675 30 30

Company: Llinks Law Offices Name: Charles Qin Email: charles.qin@llinkslaw.com Web: www.llinkslaw.com Address: 19F, ONE LUJIAZUI, 68 Yin Cheng Road Middle, Shanghai 200120 P.R.China Telephone: (86 21) 3135 8668

Company: Squire Sanders Name: Rostislav Pekař Email: Rostislav.Pekar@squiresanders.com Web: www.squiresanders.com Address: Václavské náměstí 57/813 Telephone: +420 221 662 111

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SECTOR SPOTLIGHT:

Transfer pricing & its impact on M&A transactions

TRANSFER PRICING

— & its impact on M&A transactions

Mergers and acquisitions raise a whole host of transfer pricing issues from tax regulatory issues and compliance aspects to having influence over evaluation and business structure.

In M&A transactions, the interaction between transfer pricing and purchase accounting can play a critical role in determining the allocation of the purchase price among the target company’s tangible and intangible assets. Transfer pricing can also play an important role in selecting the financing structure of the proposed transaction.

M&A deals can often provide opportunities to harmonize existing policies. In developing consistency across the organization, a number of factors should be considered in determining which policies should be implemented. It can be difficult enough for acquirers to extract value for their shareholders from transactions and is harder still when due account is not taken of transfer pricing issues. It is therefore of the upmost importance for such companies to seek advice from leading experts to advise them best in this way. Acquisition International speaks to the experts…

Alina Andrei is an independent transfer pricing consultant with 5 years’ experience in tax and 4 years experience in transfer pricing. She has worked in transfer pricing since the enactment of Order 222 in 2008. She decided to set up her own consulting firm – Cabot Transfer Pricing - in 2011, after 4 years’ experience in Big 4 and the Romanian Ministry of Finance. Cabot Transfer Pricing Romania offers a wide range of transfer pricing services including the preparation of the transfer pricing documentation file, revision of master files prepared at group level and their amendment to comply with local TP rules, assistance during and post transfer pricing audits, etc “Transfer pricing is rather new in Romania – although the Romanian Fiscal Code included the legal basis for applying the arm’s length principle as of 1994, only later in 2006 the transfer pricing documentation requirements were introduced. Two years later, in 2008, the Romanian tax authorities issued Order 222/2008 regarding the content of the transfer pricing documentation file. Basically, 2008 was the start point for the preparation of the transfer pricing file in Romania and also for the official requests made by the Romanian tax authorities to prepare such documentation.”

CAN YOU PLEASE DEFINE THE KEY TRANSFER PRICING ISSUES THAT IMPACT M&A TRANSACTIONS WITHIN YOUR JURISDICTION? In terms of cross border mergers and acquisitions, the Cross-border Merger Directive was implemented in Romania by way of an amendment to the Company

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/ May 2012

Law No. 31/1990, which introduced as of 30 April 2008 a new section regulating cross-border mergers.

Although the economic turmoil in the recent past has reduced drastically the number of acquisitions it has, however, increased the need for business restructurings in order to reduce costs, improve cash flow and supply chain productivity. Business restructurings are defined by OECD as „the crossborder redeployment by a multinational enterprise of functions, assets and/or risks”.

According to Alina Andrei (Founder of Cabot Transfer Pricing) and Razvan Radulescu (Consultant with Cabot Transfer Pricing), ”transfer pricing issues in M&A and business restructurings concern the valuation of the target – whether the value of the shares is arm’s length. Of particular importance for the Romanian tax authorities is the value of the assets held by the entity acquired and whether the value of the shares reflects the market value of the net assets, especially when the assets are buildings and land. This is due mainly to the lack of transparency in the Romanian real estate market.

Other transfer pricing issues concern the financing structure – whether the loans granted to the acquirer by a related company bear an arm’s length interest and whether the acquirer has the ability to repay the loan and the interest. When the Romanian tax authorities question the ability of the borrower to repay the loan and the related interest, the structure is usually reclassified as equity financing and the deductibility of interest expenses is denied.

Changes in business models are also scrutinized by the Romanian tax authorities mainly because they often result in a decrease in taxable profits.

The change from a fully fledged producer into a fully fledged distributor, for instance, means fewer functions performed and therefore, should result in a lower but constant profit under the new business model.

Closure of plants and business transfers and may also have an impact not only with respect to transfer pricing but also in terms of exit charges, carried forward tax losses, VAT, income tax, etc.”

Brian A. Cromwell is Principal with Ernst & Young LLP in US West region’s transfer pricing practice and he is based in San Jose, CA, he comments: “A key differentiator is that Ernst & Young LLP is part of the global Ernst & Young organization whose

member firms around the world have professionals involved in transfer pricing planning, controversy and compliance issues. This allows us to address M&A and transfer pricing issues on a global perspective by drawing upon the combined knowledge, know-how and experience of our people across all locations and service areas. As many transactions involve targets with foreign structures, being able to assess the range of positions taken by foreign tax authorities is key to providing advice.

In addition, Ernst & Young LLP has a Transactions Advisory Service (TAS) tax practice, which reviews a broad range of transactional tax issues beyond transfer pricing. We work side-by-side with our TAS colleagues to provide a unified assessment of risks, and address cases where transfer pricing issues spill over to other tax issues.

Ernst & Young LLP is further able to combine an advisory and tax perspective simultaneously to minimize transaction costs to prepare analysis for tax and non-tax purposes. In our US practice, the IRC Section 482 transfer pricing regulations are a key framework for our analysis. There are specific US transfer pricing rules for intangible valuations; in particular the cost-sharing rules covering payments for contributions of intellectual property to a Qualified Cost Sharing Arrangement (QCSA) for the development and exploitation of intellectual property. The US also has specific rules for services charge-outs, and a high degree of reliance on profitbased transfer pricing methods for establishing arm’s length returns to US markets.

More generally, Ernst & Young LLP considers the OECD Model transfer pricing guidelines for transfer pricing purposes. While broadly consistent with the US regulations, they exhibit a preference for transactional methods rather than profit-based methods. We also take into account material rules in specific markets which do not follow the OECD guidelines, For example, the Brazilian transfer pricing framework relies more on compliance with various safe harbor provisions.”

HOW CAN M&A DEALS PROVIDE OPPORTUNITIES TO HARMONIZE EXISTING TRANSFER PRICING POLICIES? WHAT FACTORS SHOULD BE CONSIDERED WHEN DETERMINING WHICH POLICIES SHOULD BE IMPLEMENTED? “Going through a transaction provides several opportunities for transfer pricing rationalization and harmonization. First, any issues identified in a

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Transfer pricing & its impact on M&A transactions

target’s transfer pricing structure can potentially be cleared up before a deal closes. Second, it is almost always desirable to move to a common transfer pricing policy. Having an integration of the policies, which accompanies the integration of the businesses, provides an opportunity for review and provides a reasonable business purpose for making changes if warranted.

For companies with QCSAs, the target company often has IP which may or may not be contributed to the existing arrangement, triggering a PCT payment.

Analysis of the likely magnitude of the transactions helps guide the decision of whether to fold the target’s transfer pricing policies into an existing structure.”

Hager & Partners has been gathering expertise and know-how from a steadily growing number of professional consultants since 1995. Massimo Simone is Senior Tax Manager, Hager & Partners (Milan) and Diletta Fuxa is Senior Transfer Pricing Analyst, Hager & Partners (Milan), they collectively comment: “The teams of experts provide ad hoc services created according to the client’s needs. We offer “tailor made” solutions that fulfill each client’s individual requirements based on a comprehensive initial assessment.

Most of the clients are Italian branches of foreignbased companies, especially German, Austrian, Swiss and Dutch. Our expertise is “borderless”: All of our team members are fluent in several languages and most of them are native German speakers.”

HOW CAN M&A DEALS PROVIDE OPPORTUNITIES TO HARMONIZE EXISTING TRANSFER PRICING POLICIES? WHAT FACTORS SHOULD BE CONSIDERED WHEN DETERMINING WHICH POLICIES SHOULD BE IMPLEMENTED? “M&A can be considered one of the key elements of a growing strategy for multinational groups. In the first instance, these operations allow to develop consistency across the entire group. However, this issue gives raise to the factors that should be analyzed in determining which policies (i.e., the policies followed by the acquiring company or those of the target, or policies that are new and that will be develop in the surviving entity) should be implemented on a prospective basis.

From an ex ante perspective, factors that should be considered –inter alia - when attempting to develop/ harmonize transfer pricing policies are:

The portfolio includes clients of different sizes and also comprise Italian branches of several stock-listed companies operating in the following industries: services, investment, consumer goods, retail, communications, energy, construction and real estate industries, as well as in the banking and financial services sectors.

• Significant accounting policies including judgmental reserves and estimates; changes in accounting policies/restructuring/impairments recorded.

• Research and development expenditures.

• EBITDA add backs/non-recurring charges; additional adjustments to EBITDA. • Accounting for sales discounts to final customers.

• Analysis of revenues, gross margins and operating income trends by customer, product line and market; concentration of customer risks.

• Major categories of controllable expenses (e.g., operating expenses, advertising and promotions, sales, general and administrative expenses, etc.).

• Significant third party vendors/suppliers (status of relationships, description of supply arrangements, materials required in the operation of business).

• Major drivers for significant component of costs.

• Procedures performed at corporate/local level.

• Costs which are allocated/not allocated at local level for services performed by corporate.

• Advance Pricing Agreements (APA) in place.

• Comparable uncontrolled transactions between the target and independent parties; • “R&D Contracts” and assignment of IP rights.

Furthermore, Hager & Partners have been servicing companies and investors in the renewable energy sector in Italy for more than 10 years and can demonstrate a sound and proven track record in this industry.

The above-mentioned elements may impact the development of synergies and economies of scale, the expansion to new markets (in terms of geographic territories) or industries, as well as the Contined on next page...

Our customized approach has been developed on close working relationships and then enhanced thanks to the membership to the global network “NEXIA” that enables coordination and simultaneously execution of operations in different tax jurisdictions.

Hager & Partners offer a wide range of services concerning Italian and international taxation, commercial and corporate law as well as financial report preparation and filing.

The transfer pricing practice include people with outstanding experience who have honed their professional skills attending famous post-graduate courses in Italy or have been seconded to the most reputable international law firms.

ACQUISITION INTERNATIONAL

Company: Cabot Transfer Pricing Name: Alina Andrei / Managing Partner Email: aandrei@cabot-tp.ro Web: www.cabot-tp.ro Address: 46, Calea Grivitei, Bucharest, District 1, Romania Telephone: +40727713486

Company: Cabot Transfer Pricing Name: Razvan Radulescu / Consultant Email: office@cabot-tp.ro Web: www.cabot-tp.ro Address: 46, Calea Grivitei, Bucharest, District 1, Romania Telephone: +40217806162

Company: Ernest & Yong Name: Brian A. Cromwell Email: brian.cromwell@ey.com Web: www.ey.com Address: Transfer Pricing/International Tax Services, San Jose, CA Telephone: +1 408 947 5531

Company: Hager & Partners Name: Massimo Simone Email: massimo.simone@hager-partners.it Web: www.hager-partners.it Address: Via Borgogna 2, 20122 Milan (Italy) Telephone: +39 02778071

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33

SECTOR SPOTLIGHT:

Transfer pricing & its impact on M&A transactions reorganization of supply chain activities such as centralization of procurement, warehousing and logistics, intercompany services.”

DO YOU HAVE ANY PREDICTIONS FOR THE COURSE OF THE YEAR IN TERMS OF TRANSFER PRICING ISSUES?

Fabiel Paredes is Founder and Partner at PT Asesores Financieros, based in Mexico, with 10 years of experience. The firm provided services focused to advised in transfer pricing, finance and fiscal.

“The Tax Authority has shown us how important it is for this matter, this has dramatically increased the obligations to taxpayers, for information about the status of transactions with related parties, using Certifies Publics Accountants to report which companies do not comply in form and substance this obligation. Therefore we will see increased activity of Tax Authority in new mechanisms for gathering information from taxpayers and increased audits.

PT Financial Advisors: Listen, understand and support, (to receive quality information), to give us the opportunity to offer higher quality services for our clients make better business decisions for their organizations In Mexico, since 1997 the Income Tax Law (ITL) requires compliance with the arm’s length principle and since 2002 are granted to the OECD Guidelines as a valid criteria for interpreting the ITL. To date, the regulations are very complex matters, we have first formal requirements to be included in the supporting documentation for transactions with domestics and foreign related parties, complete and submit the transfer pricing return, segmented financial information and fill the transfer pricing exhibits and questionnaire in the Statutory Tax Report Filling System, among others HOW CAN M&A DEALS PROVIDE OPPORTUNITIES TO HARMONIZE EXISTING TRANSFER PRICING POLICIES? WHAT FACTORS SHOULD BE CONSIDERED WHEN DETERMINING WHICH POLICIES SHOULD BE IMPLEMENTED? “The M&A can define a new mission and vision of an organization, or which divisions are more profitable than others, or which are no longer with the new business strategy. These changes bring challenges to companies and transfer pricing are opportunities to learn new methods and procedures that will generate other ways of doing business, face new competitors, and how to compete for best yields.”

WHY DOES THE INTERACTION BETWEEN TRANSFER PRICING AND PURCHASE ACCOUNTING PLAY SUCH A CRITICAL ROLE IN DETERMINING THE ALLOCATION OF THE PURCHASE PRICE? “It is very important that your advisor is involved in this issue, first ensure compliance with the arm’s principle, but is also very important that the group entities that take more risks or develop intangibles such as trademarks, have a benefit for these functions, which is achieved by a joint effort between the consultant and the company.”

HOW CAN THE WORK YOU DO ASSIST ACQUIRERS IN EXTRACTING VALUE FOR THEIR SHAREHOLDERS? “An advisor must know in detail the company, this knowledge coupled with his experience, allow us to be an analyst to indentify business areas opportunities, but also must have the ability to propose strategies involving fiscal and finance savings.”

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For entrepreneurs recommend changing your view on this issue and begin to use it more as a valuable tool in making business decisions.”

Company: Hager & Partners Name: Diletta Fuxa Email: Diletta.Fuxa@hager-partners.it Web: www.hager-partners.it Address: Via Borgogna 2, 20122 Milan (Italy) Telephone: +39 02778071

M&A Transfer Pricing the GCC Matthew Moriarty, Consultant at The Cragus Group Limited: “Transfer pricing is a risk management issue for M&A transactions and often a key value driver.

In Bahrain and the United Arab Emirates (which in general both impose no corporate tax), along with Kuwait, Oman, Qatar, and Saudi Arabia, which together form the Gulf Co-Operation Countries (GCC); the view is usually taken that transfer pricing is a post deal issue. This lack of due diligence and planning however can often lead to unexpected and substantial post deal costs and liabilities.

“The GCC countries have either specific transfer pricing legislation or it is subsumed within their double tax treaties. In general the transfer pricing requirements follow the OECD Guidelines. Nearly all countries with which the GCC trade, have transfer pricing legislation and annual compliance requirements. M&A transactions involving the GCC that result in intragroup charges (i.e. management, intellectual property or financing fees) need to demonstrate and document that these business value drivers have substance locally i.e. key management decisions and the assumption of business risk is actually taken locally. Challenges to charges out of the GCC are almost certain from revenue authorities in the receiving country.

M&A transactions into the GCC often involve a degree of profit sharing with local entities, and possibly significant with holding taxes imposed from the outbound territory. Group wide tax policies such as tax efficient supply structures may be at odds with allocating significant profit to the GCC region.

The economic rational and the valuation of the transactions need to be consistent with the group’s tax and transfer policy. Many tax authorities will consider these transactions to be key comparables. M&A transactions involving the GCC have, from a transfer pricing perspective, additional complications. First a lack of local comparable data makes supporting the price of transactions complicated; second, the structure of Islamic financial transactions are not well understood by tax authorities outside the GCC.” To minimise the costs and maximize the benefits of M&A transactions transfer pricing should be part of the due diligence.

Company: PT Asesores Financieros Name: Fabiel Paredes Email: fparedes@ptasesoresfinancieros.com Web: www.ptasesoresfinancieros.com Address: Rufino Tamayo 7-101, Pueblo Nuevo 76900, Querétaro, México Telephone: +52(442) 225 3271

Company: The Cragus Group Limited Name: Matthew Moriarty Email: contact@cragus.com Web: www.cragus.com Address: Office 2702, Al Attar Tower, Sheikh Zayed Road, Dubai 71985, UAE Telephone: +971 4 321 8740

Name: JIMY CRUZ Address: Paseo de la Reforma No. 115 floor 4th Lomas de Chapultepec 11000 México D.F. Telephone: (+52 55) 8000 7439

Company: China Tax Advisory Co., Group Name: Ning Song Email: ning.song@ctacgroup.com Telephone: 86 10 65917200

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Doing Business in the British Virgin Islands

DOING BUSINESS

— in the British Virgin Islands

Offshore financial centres have come under a huge amount of pressure from international governments to have a more fair and open approach to business; hence the last few years have witnessed a lot of change and the introduction of regulation.

That said there are still some very appealing reasons to form offshore and a wealth of great opportunities for both companies and individuals. Acquisition International’s offshore series aims to identify the key trends in the major hubs and pinpoint the most active and attractive locations.

The British Virgin Islands (BVI) is one of the oldest and most respected offshore financial centres in the world and it is widely considered a benchmark, which other offshore locations try to emulate.

Principal activities in the region include corporate domicile, trust and estate planning, mutual fund administration, and management and captive insurance companies and the territory prides itself on providing a safe, secure and stable environment from which companies and individuals can manage their worldwide financial concerns.

stakeholders in the development of the financial services environment, which has ensured the BVI remains competitive and attractive for legitimate business.

With regard to anti-money laundering regulations the regime is now broadly consistent with the 40+9 Recommendations of the Financial Action Task Forces (FATF). The jurisdiction was admitted to the OECD’s white list on 13 August 2009.

“The legislative framework of the BVI is based on the British legal system. Since l984, BVI has seen the change from two types of companies to five different types of Companies that can be incorporated under the BC Act (formerly IBC Act), namely: • Limited by shares • Limited by guarantee with or without authorized capital • Unlimited company that may or may not issue shares • Segregated Portfolio Company • Restricted Purpose Company, Limited Liability Company

John Greenwood is the Managing Director of KRyS Global British Virgin Islands (“BVI”). He is a legal, insolvency and compliance professional with over 20 years’ extensive experience.

This has resulted in BVI companies being listed on the worldwide stock exchange in London, New York, Toronto, Brazil and Hong Kong.

The principal reasons for this are the BVI’s progressive Business Companies Act 2004 legislation which is in turn underpinned by solid insolvency legislation with the Insolvency Act 2003 (the “2003 Act”) and the Insolvency Rules 2005 (the “Rules”) which includes model netting legislation.

This legislation coupled with the fact that the territory’s legal system derives from English common law makes the BVI an attractive jurisdiction for individuals to incorporate and invest in companies.

The modern corporate and insolvency legislation sets the BVI apart from other jurisdictions such as the Cayman Islands as it is a standalone insolvency act based upon the UK Insolvency Act 1986 and the statutory protection for minority shareholders comprised in the BVI Business Companies Act. The success of the jurisdiction has benefited from the collaboration and cooperation between the Commission and private sector

ACQUISITION INTERNATIONAL

Company Formations and all its related administrative and post incorporation services, private trust companies, and Trustee Services, Trust and Estate Planning, Securities and Investment Business, Captive Insurance guidance and Ship Registration.

Rosemarie Flax Managing Director at Mossack Fonseca & Co (B V I) Limited comments on how the BVI remains an exciting financial centre.

On January 1, 2005 a new version of the BVI Business Companies Act came into force, which successfully addressed the challenges faced by the offshore financial industry in the 21st century and the country is now innovative in its approach to legislation and scrupulous in its regulation. Acquisition International speaks to the experts.

KRyS Global is a boutique corporate recovery, insolvency and related services firm in the Caribbean and Bermuda acting for victims of fraud, unpaid creditors, neglected investors, regulators and government authorities. With over 50 professionally qualified staff who are regulated by the BVI Financial Services Commission as licensed insolvency practitioners or each by their own professional bodies. The BVI is one of the largest corporate incorporations centres in the world with over 450,000 active companies registered within the Territory as at 30 September 2011.

in BVI in 1987, with a current network of more than 45 offices worldwide, we continue striving to provide our world-class clientele with expeditious service within and from BVI on, but not limited to:

Increased business in the area of Funds has also been evident; as now Funds have legal and regulatory support following the enactment of the Securities & Investment Business Act, 2010 (SIBA) and the Mutual Funds Regulations. This law also regulates investment business, public issues of securities and market abuse.

In addition, the British Virgin Islands is: • On the OECD’s white list since 2009.

• The Caribbean’s second largest hedge fund domicile, with clients from the United States, United Kingdom, Europe, the Middle East and Asia; as well as a Member of the International Organization of Securities Commission (IOSCO).

• The location of the seat of the Eastern Caribbean Supreme Court (ECSC) Commercial Division. Commercial Cases for Anguilla, Antigua and Barbuda, Grenada, and Dominica are also heard in the BVI. This Court provides an excellent dispatch service.

• Has signed several Tax Information Exchange Agreements TIEA’s with the following countries: United States, Australia, United Kigndom, Sweden, Norway, Iceland, Greenland, Finland, Faroes, Denmark, France, New Zealand, Aruba, Netherlands Antilles, Netherlands, Ireland, Portugal, Germany and Czech Republic.

Mossack Fonseca & Co. continues to be recognized as one of the premier service providers in offshore financial services in the British Virgin Islands since the inauguration of our office

Company: KRyS Global BVI Name: John Greenwood Email: John.Greenwood@KRyS-Global.com Web: www.KRyS-Global.com Address: P.O. Box 930, 181 Main Street, 2nd Floor Commerce House, Road Town, Tortola British Virgin Islands VG1110 Telephone: (284) 494-1768

Company: Mossack Fonseca & Co Name: Rosemarie Flax Email: general@mossfon-bvi.com Web: www.mossfon.com Address: Akara Bldg. 24 Decastro Street P.O. Box 3136 Road Town Virgin Islands (British) Telephone: (284) 494-4840 ext 2712

Company: THORNTON SMITH Name: Mr. Jamal S. Smith Email: jamal.smith@thorntonsmith.com Web: www.thorntonsmith.com Address: Capitol Chambers P.O. Box 3534, Road Town, Tortola, British Virgin Islands Telephone: 284-494-2518

May 2012 /

35

SECTOR SPOTLIGHT:

The Cayman Islands bouncing back

THE CAYMAN ISLANDS — bouncing back

The future looks bright for the Cayman Islands as the Government is projecting that the country will likely bounce back from the last two years of economic contraction to see growth this year and up to at least 2014.

Growth is expected to be driven by a strong recovery in tourism and a robust performance from the financial services industry. According to McKeeva Bush, while the economy contracted in 2010, “based on the forecasts made for the local economy, coupled with the supportive actions of the Government for private sector projects, there is the bright and encouraging likelihood of growth within the Islands’ economy”. Acquisition International speaks to the experts.

Marsh Management Services Cayman Ltd. has managed captives in the Cayman Islands, a British Overseas Territory, since 1976 and has extensive expertise with defining, designing, and delivering tailored captive management services to a wide range of clients. It is the largest captive manager on the island both in terms of the number of captives under management (132) and the size of staff (37) dedicated to serving this dynamic insurance sector.

Cayman is the world’s second largest captive domicile with more than 730 licensed companies calling Cayman home. Total written premiums reached a record high $12 billion in March 2012, with captive assets approaching $70 billion.

Sound regulation is provided by the Cayman Island Monetary Authority (CIMA), a member of the International Association of Insurance Supervisors.

Cayman has also entered into several Tax Information Exchange Agreements to ensure a favourable position with the Organisation for Economic Co-operation and Development (OECD).

Located 460 miles south of Miami with daily direct flights to several U.S. cities as well as direct flights to Canada, Bahamas, Jamaica, Honduras, and Panama, Cayman is ideally located. As the Latin American market continues to grow, Cayman-based captives are expected to provide reinsurance support to related business units in this region.

Cayman has one of the world’s largest and most developed financial infrastructures with a striking bank

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presence, several major law firms with captive expertise, and all the major accounting firms located on the island. Global corporations interested in retaining and controlling their own cost of risk are ideal candidates to form a captive on Cayman. With more than 1,260 captives under management, Marsh Captive Solutions Group is a global network consisting of more than 450 colleagues located in all of the world’s major domiciles

investors and multiple layers of debt and equity as efficiently and effectively as possible. Walkers has unrivalled experience in advising clients and their onshore counsel in establishing companies to employ capital, debt securities and corporate governance structures that afford an almost infinite level of flexibility: an ability that is critical to the success of complex cross-border transactions.

Rolf Lindsay joined Walkers in 2005 and is a partner in the firm’s Global Investment Funds Group. His practice focuses primarily on private equity funds and their activities, and encompasses the structuring of fund sponsor vehicles, the formation of alternative investment funds and the consummation of transactions undertaken by them.

By imposing a Cayman corporate entity at the top of the ownership structure, one makes it possible to enjoy a level of sophistication that affords shareholders the ability to determine for themselves how business will be conducted. The importance that the popularity that such structures hold for the economies of the International Financial Centres ensures the willingness of our governments to work with local professionals in the development of attractive financial services products, and the existence of a high degree of consultation between the public and private sector means that the law keeps pace with the requirements of investors and creditors alike.”

Walkers focuses principally on corporate and international finance law with an emphasis on investment funds, private equity and capital markets and structured finance.

Our firm delivers clear, concise and practical advice based on an in-depth knowledge of the legal, regulatory and commercial environment in the British Virgin Islands, the Cayman Islands, Ireland and Jersey. We are experienced in all types of international and crossborder transactions and are committed to developing close working relationships with our clients and their professional advisers. Our global presence means we are always open and accessible to clients in all time zones.

Walkers’ specialist Private Equity practice group, consisting of more than 20 lawyers practising in eight offices around the globe, across six time zones and on three continents, advises almost 70 per cent of the world’s largest and most successful private equity firms.

We are consistently ranked in the top tier of all the major publications for offshore legal service provided to private equity funds. There has been a notable increase in interest and appetite for the use of International Financial Centres such as the Cayman Islands to structure complex transactions efficiently. For rather different underlying reasons, the need in the developed world and in the emerging markets for efficient means of raising and deploying capital has rarely been more acute.

The panacea for persons tasked with the responsibility of structuring holding companies in a world that is increasingly complex and global is a jurisdiction that offers tax neutrality in the first instance, and the ability to structure and manage companies with multiple

Company: Marsh Management Services Cayman Ltd. Name: Clayton Price Email: Clayton.price@marsh.com Web: www.marshcaptivesolutions.com Address: Governor’s Square, Building 4, 2nd Floor, 23 Lime Tree Bay Avenue, Grand Cayman KY1-1102 Cayman Islands Telephone: 345-914-5722

Company: Walkers Name: Rolf Lindsay Email: rolf.lindsay@walkersglobal.com Web: www.walkersglobal.com Address: Walker House, Mary Street, George Town, Grand Cayman, KY1-9001, Cayman Islands.

Telephone: +1 345 914 6307

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Oil & gas industry — outlook for 2012

OIL & GAS INDUSTRY — outlook for 2012

Acquisition International speaks to Jacob Saah is the managing partner of Saah Partners and the immediate past chair of the International Bar Association’s African Forum.

Saah Partners is a business law firm which concentrates its practice on commercial & contracts law, company & corporate law, insolvency & corporate recovery, intellectual property, investment & international trade, banking & finance, natural resources and energy; tax and alternate dispute resolution. Our clients include international corporations public and private companies; and the Government of Ghana.

HOW DOES YOUR FIRM STAND OUT FROM LOCAL COMPETITORS IN TERMS OF THE SERVICES YOU OFFER?

Our core strength is that we take a hands-on approach to finding legal solutions to business challenges of our clients.

BEEN INVOLVED IN RECENTLY IN THE OIL AND GAS ARENA? We recently registered a branch and obtained a license for an oil and gas company in Ghana. What stood out in this transaction was that because of our knowledge and familiarity with the system and constant dialoguing with our client, we succeeded in registering this company within a short period. This was critical for the company to fulfil an existing contract.

HOW HAS THE GLOBAL DOWNTURN IMPACTED ON THE OIL AND GAS INDUSTRY IN YOUR JURISDICTION? AND WHAT SPECIFIC FACTORS (POSITIVE OR NEGATIVE) HAVE CONTRIBUTED TO THIS? Ghana was able to avoid the worst effects of the global downturn achieving a growth rate of 13.6%, the highest in the world in 2011. This was largely due to commencement of oil production.

The members of our firm bring several years of experience gained in the public and private sectors. Given the multidisciplinary background of our members, we understand regulators and transactions better.

HAVE THERE BEEN ANY NOTABLE DEALS (SIZE, COMPLEXITY, DURATION, ETC.) THAT YOU’VE

Ghana seeks to increase its level of domestic power production from current 2,000MW to 6,000MW in

ACQUISITION INTERNATIONAL

WHAT ARE YOUR PREDICTIONS FOR THE INDUSTRY OVER 2012, REGARDING INNOVATION IN UNCONVENTIONAL RESOURCES, TIGHTENING OF REGULATION, THE MOVE TOWARD INTEGRATED ASSET MANAGEMENT AND GROWTH IN EMERGING ECONOMIES? Ghana will continue to encourage exploration in the Jubilee and other fields. Laws on petroleum revenue management & regulation; and regulation on local content are being prepared.

WHY DOES THE ENERGY SECTOR YEAR ON YEAR ATTRACT INVESTOR CONFIDENCE? Compared with an average yield for foreign investors of between 7 and 10 ten per cent, the Ghanaian oil and gas industry brings a massive 18 to 20 % yield, and has been described as one of the best investments currently in the world. Ghana has generous incentives for investment in most sectors of the economy.

WHAT STEPS HAS YOUR JURISDICTION TAKEN TO STAY COMPETITIVE WITHIN THE ENERGY SECTOR?

WHAT DO YOU BRING TO THE TABLE DURING A TRANSACTION, AND HOW DOES THIS ASSIST IN GETTING DEALS THROUGH TO COMPLETION?

the medium term. Renewable energy production is targeted to make up 10% of Ghana’s energy mix in the medium term. Growth opportunities through infrastructural development ,refining and green technologies are also being implemented.

Company: Saah Partners Name: Jacob saah Email: jsaah@saahpartners.com Web: www.saahpartners.com Address: 2 Birim Street, Asylum Down, P.O.Box CT 2728, Accra, Ghana.

Telephone: 233 (302) 232008

May 2012 /

37

SECTOR SPOTLIGHT:

Doing business in Germany

DOING BUSINESS — in Germany

The German economy is expected to grow 0.9% this year and is likely to return to more robust growth of 2% in 2013. Many believe the worst of the Eurozone crisis is over and investor confidence has been on the rise.

Berlin / Germany

Despite the optimism the debt crisis has not yet been overcome and some risk still remains, however Europe is showing signs of recovery. Manufacturing and service sector businesses are getting more confident about both the current situation and the future outlook and business investments are expected to continue to rise.

Germany recovered more quickly than others from the 2008/09 financial crisis and has stood strong throughout the European debt crisis. German unemployment has been falling, continuing to defy the trend in the rest of the Eurozone and this low unemployment has helped to maintain high domestic demand and consumer spending. A possible pent-up demand for labour will keep unemployment stable, especially as the economic outlook improves. German exports have increased and are being driven by stronger than expected demand from non-European nations.

Imports have also been on the rise contributing to a fall in Germany’s trade surplus from 15.1b euros to 13.6b euros. Acquisition International speaks to the experts…

Mercer is a global leader in human resource consulting and related services. The firm works with clients to solve their most complex human capital issues by designing and helping manage health, retirement and other benefits. Mercer’s 20,000 employees are based in more than 40 countries.

Oliver Vandré is a Principal and leads Mercer’s M&A business for Germany, Austria and Switzerland advises Corporate Clients as well as Private Equity organizations during transactions and restructuring processes. He supports buyers whether these are private equity firms or strategic investors as well as vendor organizations in transactions and has worked on a large number of deals worldwide.

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Mercer is a wholly owned subsidiary of Marsh & McLennan Companies (NYSE: MMC), a global team of professional services companies offering clients advice and solutions in the areas of risk, strategy and human capital. With 52,000 employees worldwide and annual revenue exceeding $10 billion, Marsh & McLennan Companies is also the parent company of Marsh, a global leader in insurance broking and risk management; Guy Carpenter, a global leader in providing risk and reinsurance intermediary services; and Oliver Wyman, a global leader in management consulting. For more information, visit www.mercer. com.

Started in the United States in 1937 as the employee benefits department of Marsh & McLennan, Inc., our company took the name of “William M. Mercer” in 1959, when Marsh & McLennan acquired William M. Mercer Limited, a Canadian firm founded by William Manson Mercer in 1945. In 1975, Mercer became a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. In 2002, we changed our corporate name to Mercer Human Resource Consulting. The company became Mercer in 2007.

goals of the transaction are met. We bring clarity to the business context, analytical consulting support to understand, manage and plan people-related programs, guidance on optimizing the workforce and the discipline needed for effective decision making and execution.

Company: Mercer Deutschland GmbH Name: Oliver Vandré Email: oliver.vandre@mercer.com Web: www.mercer.de Address: Peter-Müller-Straße 24 / “Airport Gardens” 40468 Düsseldorf Telephone: +49 172 7213979

Mercer has grown significantly in size and service capabilities through careful recruiting efforts and a series of mergers with other top-quality firms Mercer is the global leader in advising clients on the financial, cultural, and talent aspects of people issues in corporate and private equity transactions – mergers, acquisitions, joint ventures, divestitures, spin-offs, start-ups and business transformations. Through our experienced M&A consultants in more than 40 countries, we partner with our clients and their legal, accounting, tax and other advisors to ensure that the

Company: Steadfast Capital Group Name: Nick Money-Kyrle Email: nmk@fynamore.com Web: www.steadfastcapital.de Address: Myliusstrasse 47 60323 Frankfurt am Main, Germany Telephone: +49 (173) 65 672 65

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Doing business in France

DOING BUSINESS — in France

France’s economy grew 1.7% in 2011, slightly faster than the 1.5% euro zone average boosted by strong corporate investment.

The European Debt crisis has contributed to slowed growth in 2012 which is predicted to stagnate in the first two quarters of the year and grow just 0.5%. Double-digit unemployment, chart-topping public spending, and rising labour costs are all contributing to a bleak economic outlook.

The current political situation will also keep growth subdued for the time being. The new government and President will likely need to implement further fiscal changed to address the economic stagnation.

Fiscal tightening across Europe has weighed down on external demand for French goods. Acquisition International speaks to Didier HEMION, a Primexis Partner and Director of its International Business Services department, is a Certified Public Accountant and Statutory Auditor, and has more than twenty five years’ experience in statutory audit and accounting.

He started his career with the audit firm PriceWaterhouse and joined Primexis (CPS France at that time) as Director of the International Business Services department in 1997. Didier managed statutory audit assignments in various sectors (food trade, car industry, supermarkets, printing industry, press, real estate, leisure parks) and for industrial and service companies.

Based in Paris at La Défense, the heart of the French financial sector, Primexis is one of France’s leading accounting and consulting firm.In November 2006, Primexis became the first French accounting firm to achieve SAS 70 Type II certification, and has subsequently renewed it each year. This year, Primexis obtained ISAE 3402 and SSAE 16 international and U.S. certifications, which replace SAS 70 standards for internal control of outsourced services. In 2009, Primexis joined THE LEADING EDGE ALLIANCE, 2nd largest international association of independent accounting and consulting firms with 180 member firms in over 100 countries.

“France, and the rest of Europe, is struggling to find solutions to counter and rectify the effects of a world wide economic crisis, and specifically the crisis within the European euro zone. The uncertainty of financial markets has been reflected in political changes in national governments and in the EU’s governing bodies. For international investors and companies operating in France this period can be fraught with concerns about the future. What will be the ramifications of new regulations, tax changes, or new initiatives? Primexis with its years of experience in guiding clients through difficult periods of change in France, provides a clear advantage to our clients.

We anticipate changes that are to be inacted, and closely follow events as they unfold, all from the perspective of minimizing risk and maximizing potential for our clients.

Whether it is the areas of Taxation, HR Administration, Information Sytems, Consolidation and Acquisitions, Banking, Insurance or Real Estate -- Primexis is a trusted partner for companies navigating these transitions.

Our prognosis is that France remains and will remain a profitable market for investors…and we look to new opportunities emerging from this current period of instability.”

Company: Primexis Name: Didier Hemion Email: Didier.Hemion@primexis.fr Web: www.primexis.fr Address: Esplanade du Général de Gaulle 92914 Paris Telephone: 33 (0) 1 49 68 20 00

Company: HEUSSEN Rechtsanwaltsgesellschaft Name: Dr. Jan Dittmann Email: Jan.Dittmann@heussen-law.de Web: www.heussen-law.de Address: Amiraplatz, 80333 München / Germany Telephone: +49 89 29 097 211

SIMPLY_MORE

HEUSSEN: SIMPLY_MORE We take the time to understand your concerns and goals. Your satisfaction and economic success is our top priority.

With HEUSSEN you will always have strong partners at your side who do more and achieve more for you: SIMPLY_MORE www.heussen-law.de/en

BERLIN, FRANKFURT, MUNICH, STUTTGART, AMSTERDAM *, BRUSSELS **, ROME *, NEW YORK **

(*Cooperation Offices / **Representative Offices)

SECTOR SPOTLIGHT:

Doing business in Sweden

DOING BUSINESS — in Sweden

Sweden is the second most competitive country in the world and fourth in the world on the Democracy Index.

It’s GDP Grew by 4.0% last year well above the Eurozone’s 1.5% expansion, however growth slowed at the tail end of the year as the European downturn started to take effect on the regions exports.

Exports have played a key role in growth and subdued demand from Europe is contributing to a predicted slowdown in growth this year to 0.6%.

This year domestic demand growth is expected to be subdued. A weaker labour market and low consumer confidence will dampen consumer spending, while high oil prices and falling house prices will weigh on investment prospects.

The Swedish economy appears resilient to the current crisis however it remains exposed should external conditions continue to deteriorate. The nation’s decision to not use the euro has shielded them from the Eurozone sovereign debt crisis to a large extent.

Sweden’s economy was initially hard-hit by the global financial crisis in 2008, however recovered from recession in the second quarter of 2009 and quickly saw its economy boom and achieving one of Europe’s strongest growth rates. Throughout 2011 the Swedish government developed a strong financial position which will be beneficial in tacking this slowdown this year. Sweden’s central bank lowered its main rate last month to 1.5 percent and predicted it will keep it unchanged over the next year to keep inflation close to its 2 percent target. Acquisition Internationals speaks to the experts.

Sagell & Co. is a boutique law firm who has served for more than a decade now both Swedish and international clients who have chosen to operate and expand their business, concept and brand through franchising and licensing. Dan-Michael Sagell is partner and a member of the Swedish Bar Association, the International Bar Association (IBA), the Swedish Franchise Association and the International Franchise Lawyers Association (IFLA) Sagell & Co, is specialized in franchise law and related law areas such as trade mark law, copyright law and antitrust law. We have good knowledge about the daily life of franchise operations. We have the expertise and the know-how to serve franchisors, licensors and distributors.

WHY IS SWEDEN THE SECOND MOST COMPETITIVE COUNTRY IN THE WORLD AND FOURTH IN THE WORLD ON THE DEMOCRACY INDEX? “I think that is due to such fundamental factors that there is a good relation between management and unions that make it possible to quickly adjust factories and workplaces to changes in the market place. The Swedish consumers are not afraid of testing new products and services, on the contrary they love to test new products and services. They are early adopters. Finally, we are a very innovative people.

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We have a good working democracy with free elections, a free market place, independent courts and a bureaucracy that is free from corruption.”

HOW HAS THE EURO DEBT CRISIS AFFECTED THE SWEDEN’S STRONG EXPORT LEAD ECONOMY? “This crisis has not at least yet affected Swedish export since one of our largest trading partners is Germany. The Swedish export for instance to Greece is comparatively small.”

WHAT IS SWEDEN CURRENTLY DOING TO IMPROVE ITS BUSINESS ENVIRONMENT IN 2012?

“The government is now looking at the possibility to reduce the corporate tax. However, a decision on that matter has not yet been taken by the parliament.”

WHAT RISKS DOES SWEDEN FACE IN 2012?

WHAT METHODS HAVE BEEN PUT IN PLACE TO PROTECT THE ECONOMY? “There are no acute risks at the door, but the Swedish government has now for many years worked with a balanced fiscal budget. In order to avoid big budget deficits, it has been tough on such popular demands to raise the compensation rate on unemployment and sick benefits.”

Johnny Wahlström Technical Director, Real Estate department of WSP Sweden, responsible for the Due Diligence services within real estate in the Nordics, comments: “We are a global design, engineering and management consultancy, recognized for our expertise in the built and natural environment. Our multidisciplinary group is made up of more than 9000 engineers, technicians, consultants and academics, working in 200 offices across 35 countries. We can offer very specialist expertise in many fields and in many locations. Or we can provide a completely integrated service bringing together knowledge and experience from across the group.

Our main advantage point is our broad range of knowledge within Technical and Environmental due diligence. In combination with being a global company we are also very strongly represented locally in Sweden. WSP’s experienced Due Diligence team consists of more than 100 local consultants operating on local markets across Northern Europe and Russia, as advisors to property and business investors. Our team handles both single property deals and portfolios of over 1,000 sites across several regions. With such large resources at hand, our team can efficiently set up a project at short notice, perform and deliver in due time.”

WHAT RISKS DOES SWEDEN PROPERTY MARKET FACE IN 2012?

“Although Sweden’s economy is very stable being outside the Eurozone, we are of course not immune to the world economy. Swedish banks are stable, but some deals are of course financed by foreign banks.

No one can predict the outcome, but transaction market is still vivid.”

WHAT ARE YOUR THOUGHTS REGARDING THE PREDICTED RECOVERY IN 2013? DO YOU THINK THIS FEASIBLE? “There are signs that the property market will continue growing although at a stable rate. The retail sector is still attractive; a sign of a stable economy.

The property market has seen an increased level of foreign interest since last year and 50 % of the property transactions are made by foreign investors, with Germany, the UK and US being the largest investors. Another trend is that transactions are not rushed through. Investors are taking the time to do a proper Due Diligence, which is good for the market in the long run.”

Company: Sagell & Co. Advokatbyrå Name: Dan-Michael Sagell Email: dms@saglaw.se Web: www.saglaw.se Address: Biblioteksgatan 3, P.O. Box 7174, 103 88 Stockholm Telephone: + 46 8 611 55 42

Company: WSP Sweden Name: Johnny Wahlström Email: johnny.wahlstrom@wspgroup.se Web: www.wspgroup.se/realestate Address: Arenavägen 7, 122 88 StockholmGloben Telephone: + 46 8 688 6000

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Doing business in Iceland

DOING BUSINESS — in Iceland

Iceland has returned to growth in 2011 with GDP reaching 3.1% and it is expected to continue growing until 2016.

Iceland was the hardest hit by the global economic crisis in 2008 when its banking system collapsed and the region is still suffering as a result.

Reykjavík / Iceland

Iceland has since completed a 33-month International Monetary Fund program and is expecting growth of 2.5% this year. In 2011 domestic expenditure increased by 4.7%. Household final consumption increased by 4% and gross fixed capital formation by 13.4% while government final consumption decreased by 0.6%. At the same time, exports grew by 3.2% and imports by 6.4% resulting in a surplus in the balance on goods and services.

Iceland is on the road to recovery although it will be some time before the full effect of the 2008 crisis will be overcome. The European turmoil has created some uncertainty however Iceland has been relatively well protected from the risks and benefits from not sharing the single currency.

In recent years, Iceland has made its business environment increasingly attractive to foreign investors, making more investment opportunities available for organisations and businesses. Due to this the country has started to see a rising interest from foreign businesses wanting to invest in the country. Acquisition International speaks to Vífill Harðarson partner at Juris.

“JURIS LAW FIRM’s history goes decades back, but as a result of mergers during the last couple of years it has become one of the leading law firms in Iceland with a team of nineteen lawyers. JURIS offers full range of services to businesses both foreign and domestic.

JURIS provides its clients with legal services in all

ACQUISITION INTERNATIONAL

fields of commercial and financial law, including inter alia corporate finance, M&A and Real Estate, as well as banking, financing transactions and capital markets. In the last few years, since the collapse of Iceland’s financial sector, JURIS has in particular gained vast experience in relation to insolvency and restructuring, in which our clients have enjoyed the services of JURIS’ highly experienced litigators in relation to the contentious matters.

Since the Icelandic government introduced capital controls following the collapse much of our work for both domestic and international clients has included advising on the capital control regime.

Recently we have been putting emphasis on the services of our tax team – a service that is in strong demand.”

HOW HAS THE GLOBAL FINANCIAL CRISIS AFFECTED THE ICELANDIC MARKET AND HOW IS THE OUTLOOK?

“In the years before the crisis many listed companies were taken private in leveraged buy-outs. As a result of the crisis many – most even - of those companies, as well as other unlisted companies, ended up overleveraged. This has created a challenge for the banks in restructuring and/or taking over these companies.

The banks have started to sell off the companies they have taken over and this trend is bound to continue with some of these companies to be listed in the following months or years. We will therefore continue to see various interesting investment opportunities in the Icelandic market. The capital controls will continue for some time to pose a hurdle for those willing to invest in the Icelandic market, but recently measures have been introduced to facilitate investment for those willing to commit for the long term.”

Company: JURIS Name: Vífill Harðarson Email: vifill@juris.is Web: www.juris.is Address: Borgartún 26, IS 105 Reykjavík Telephone: +354 580 4400

May 2012 /

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SECTOR SPOTLIGHT:

Doing business in Macedonia

DOING BUSINESS — in Macedonia

Macedonia’s economy has strengthened over the past year, but now faces a worsening external environment.

The National Bank of the Republic of Macedonia (NBRM) estimates that the domestic economy grew by 3.3% in 2011 and whilst lower, the outlook for 2012 is looking relatively promising as the NBRM predict growth of 2.4%, despite the knock on effect of the euro crisis.

An escalating economic downturn throughout Europe poses the biggest threat to the Macedonian economy and the region should prepare for weakened growth; that said, low public debt, limited crossborder financial linkages and good macroeconomic policies should help to protect the economy from some external risk over the coming year.

to offer the legal assistance needed to address client’s needs.”

Rising uncertainty associated with the development of the debt crisis in the Eurozone has cast a shadow over growth in 2012. Exposure to the Greek crisis is also a particular threat to growth in the region, however stronger than expected export growth in 2011 suggests there may have been trade diversification away from Greece. Exports will however remain subdued until the European economy recovers.

“We bring a broad expanse of legal experience spread in more than 20 years enables Mrs. Cakarovska to efficiently handle her divergent duties.

The finance minister Zoran Stavreski Hopes to boost growth in 2012 by big increases in capital investments financed from the budget. The county has made headway in terms of its global competitiveness in recent years; nearly 50 measures aimed at improving the competitiveness of the region will be discussed by the Macedonian government in an attempt to prompt economic growth.

Acquisition International Mrs. Dance Cakarovska Grozdanovska, Founder of Law Office Cakarovska is Mrs. Dance Cakarovska Grozdanovska, attorney at law and authorized representative for industrial property rights.

The Cakarovska Law Office was founded on 21.06.2005 in Skopje, Macedonia by the advocate Dance Cakarovska Grozdanovska, and she is also the manager of the law firm with 20 years of experience in the field of law .

“Our law office provides quality legal services to a national and international client base. Focusing on business and corporate law, the Firm’s practice areas also include Intellectual Property, Joint Ventures, Legal due Diligence, Mergers and Acquisitions, Civil and commercial litigations.

Law Firm Cakarovska has a well skilled, experienced team of lawyers each specialized in different area of law, 3 outsourcing consultants; attorneys at law and volunteers.

Cakarovska Law Firm has primary goal of continuous education and training of the members of the team on the local and international seminars, courses and workshops, keeping up to date with the changing legal environment.

Our dedication to maintaining and growing a wide range of practice areas, all within the firm, enables us

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WHAT EXPERIENCE AND EXPERTISE DO YOU BRING TO THE TABLE DURING A TRANSACTION, AND HOW DOES THIS ASSIST IN GETTING DEALS THROUGH TO COMPLETION?

Devising and defining innovative business development objectives and strategies and furnishing the vision and motivation behind the Firm’s success, Mrs. Cakarovska solidified the Firm in markets and positioned it for the next level of growth.

Law Firm Cakarovska has been involved in some of the most significant transactions taking place in the region including many of the major mergers and acquisitions, on behalf of buyers, sellers and in certain cases, as transaction counsel.

We have been involved in several acquisitions of national companies. The value of those transactions was over one million Euros.”

WHAT METHODS AND STRATEGIES HAVE YOU DEVELOPED OVER THE YEARS TO ENSURE THEY DELIVER THE HIGHEST STANDARDS AND BUILDING LONG TERM WORKING RELATIONSHIPS WITH CLIENTS?

WHAT CODE OF ETHICS DO YOU ADHERE TO AND WHO REGULATES THEM? HAS THE REGION BEEN UNDER PRESSURE TO ADHERE TO INTERNATIONAL REGULATION? “The code of ethics we adhere to is having social responsibility, by taking care for our clients as well as our society. Of course, as Macedonia is trying to become a part of the European Union, there were certain regulatives we had to adhere to.”

WHAT ARE YOUR PREDICTIONS REGARDING MACEDONIA OVER THE NEXT 12 MONTHS?

This year is expected to be hard for Macedonia, because Macedonia is still not part of the European Union, but the government is constantly trying to make the business climate better. Today foreign investments in Macedonia are incessantly increasing.

“We, at Cakarovska Law Office are governed in our activity by the following basic principles: (i) highquality, practical and cost effective professional services (ii) high-level professional ethics and (iii) personal attitude and close relations between the law firm partners and each of our clients, inclusive before and after hours.

We pride ourselves in offering solid representation to our clients, while making complex legal processes as simple and affordable as possible.”

WHAT IS THE PRIMARY CHALLENGES FACING CLIENTS IN YOUR JURISDICTION TODAY? HOW HAVE YOU ADAPTED YOUR SERVICES TO MEET THESE NEEDS? “The majority of our clients require the risk in their investment to be minimal, and we adapted to those requirements by assembling the team capable of doing professional due diligence.”

Company: LAW OFFICE CAKAROVSKA Name: Dance Cakarovska Email: lawoffice@cakarovska.com.mk Web: www.cakarovska.com.mk Address: blvd. Sv. Kliment Ohridski 63A/8, 1000 Skopje, Macedonia Telephone: +389 2 3109 704

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Doing business in Estonia & Slovenia

DOING BUSINESS — in Estonia

Estonia has seen great growth since recovering from the financial crisis in 2008/9. During 2011 the economy grew approximately 8% and this growth is set to continue despite a global economic stagnation. In a recent Global Competitiveness Index Report Estonia was ranked 33rd for international competitiveness.

Standard & Poor’s rating agency has expressed confidence in Estonia’s AA- rating and attributed this to a politically stable environment, effective control of public sector expenditures and a low debt burden as well as a flexible private sector. A 5% increase in retail sales along with declining unemployment and an increase in real wages demonstrate the growth and strength of the economy.

The largest risk facing Estonia in 2012 is the predicted downturn in the global economy and the financial troubles in Europe. Export is expected to decline as the main export partners of Estonia predict a downturn in trade. As a result of weaker export demand Swedbank has cut its estimated GDP growth for 2012 to 2.7% down from a predicted 3.3%. This downturn is likely to affect the first half of 2012 and improve by the end of the year. The forecast for 2013 is much more positive fostered by domestic demand, environment-related investments and the growing public sector.

Armin Karu, Chairman of the Board of Olympic Entertainment Group (OEG), the region’s leading gaming operator that is listed on Warsaw and Tallinn Stock Exchanges, he comments “OEG operates under

the Olympic Casino brand in a total of six countries: Poland, Slovakia, Belarus, Lithuania, Latvia and Estonia. Altogether, we operate 61casinos in these six markets. In addition, for two years we have been offering online gaming under the Olympic-Online.com brand. For years, the operations of OEG have been in compliance with the ISO quality standard. In addition, we have won several awards in the field of quality, business management, customer service and social responsibility in our markets.

In Estonia, Olympic Casino has been a clear market leader for a long time and in the recent years we have increased our market share to 53%. The success of Olympic Casino is based on the Las Vegas-type casino concept that brings all components – gaming tables and slots, bars and entertainers, shows and convenient lounge areas – together into one area and links them seamlessly into an integrated product offering.

Our casinos always offer the latest games and use the most advanced gaming technologies. During the economic crisis, we were faster and more resolute than our competitors in restructuring our business, withstood the crisis better and further increased our market share.The success factors of the Estonian state and OEG are largely similar, including innovation, advanced technology, modern business culture and openness to new trends, and have clearly been a source of positive power.

For characterising the general economic climate, it is important to keep in mind that Estonia continues to do well in international rankings on economic freedom and competitiveness. Estonia’s recent economic success has been largely based on strict fiscal policy, relatively low inflation and low public sector debt, as well as an excellent wage-to productivity ratio.

Clearly, that the sudden contraction of world economy and trade created by the global credit crisis had a significant impact on the Estonian economy. In these difficult conditions, Estonia succeeded in maintaining budgetary discipline and took several important steps that helped the country’s economy to emerge from the crisis relatively strongly.”

Company: Kerttu Ämarik Name: Olympic Entertainment Group AS Email: kerttu.amarik@oc.eu Web: www.olympic-casino.com Address: Pronksi 19, 10124 Tallinn, Estonia Telephone: 372 667 1244

DOING BUSINESS — in Slovenia

The already weak recovery ground to a halt at the end of 2011. A slowdown in exports sent industrial growth into reverse and on-going strains in the banking sector restricted finance for investment.

Mainly due to the positive first half of 2011 growth reached 0.5%. The country’s economy in 2012 is expected to be heading toward stagnation with growth forecasted to be 0.2% due to the downturn in exports and a decrease in domestic consumption.

Slovenia has recently had its credit rating downgraded as a result of the poor outlook in 2012. Slovenia’s parliament has voted in a new government ending months of political instability. The political change

ACQUISITION INTERNATIONAL

should help to consolidate the state’s finances, fostering growth and creating employment. One of the key tasks of the new government is to create a competitive business environment and attract new foreign direct investment.

Slovenia is an attractive place to invest, It has good ties with markets in Western and South-eastern Europe, a central position in Europe and good infrastructure. The region has a skilled and highly productive workforce.

The country has a positive business climate and benefits from low taxes, simple business start-up procedures and unrestricted transfer of profit and capital repatriation.

Company: Law firm Podjed o.p.-d.o.o.

Name: Luka Podjed Email: info@podjed.si Web: www.podjed.si Address: Slovenska cesta 47, SI-1000 Ljubljana, Slovenia Telephone: +386 1 4300 310

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SECTOR SPOTLIGHT: Doing business in Serbia

DOING BUSINESS — in Serbia

PricewaterhouseCoopers ranked Serbia as the 3rd most attractive manufacturing and 7th most attractive services FDI destination among emerging economies.

The latest European Union Scoreboard report shows Serbia as the country with the highest growth in public R&D expenditures in 2011, Serbia increased budgetary R&D expenditures by 22% in the last five years which is more than all other countries in Europe. Serbia’s labour force combines exceptional working efficiency with sizable labour supply. With a unique combination of high-quality and low costs, it is one of the key factors in reaching a strong business performance.

The Serbian economy has stabilised but growth has remained slow. The recovery from the 2009 economic slump has been obstructed by the European debt crisis through trade and banking links. Growth in 2011 looked promising in the first half of the year however a decline in trade in the latter half saw growth drop to 2%.

This in turn has lowered predictions for growth in 2012 and the forecast has dropped to 1.1% from a previously predicted 2.1%. This was largely as a result of declining exports following the downturn in Europe. Inward investment was below US$2bn in 2011 and will remain inadequate to finance the current account deficit, keeping the new government under tight IMF constraints. Acquisition International speaks to Darko Spasic, Managing Partner, Spasic & Partners Law Office.

“After 26 years of professional practice, Darko Spasic founded Spasic & Partners Law Office in January 2006 together with two lady colleagues, both practice proven outstanding talents of their generation.

Spasić & Partners are qualified and specialized in providing legal services (research, analysis, support in drafting and negotiations) in the field of foreign investments, acquisition of companies, privatisation, establishment of companies and foreign representative offices, joint ventures, corporate governance, financial transactions, credits and loans, securities, licenses, international trade (including but not limited to agency agreements and distribution agreements), transfer of technology, civil engineering, labour relations, taxes, and

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representation of foreign and local companies before the courts of law of Serbia and before foreign arbitrations.

“Spasic & Partners cultivate exceptional meticulous approach to all services provided to all clients. Spasic & Partners are profoundly honoured to understand that such approach is recognised and appreciated by the clients – a fact evidenced by grant of mandate in more than 100 merger and acquisition projects, project finance loans, syndicated loan facilities and day-to-day support to a significant number of major international banks and companies.

Illustrative examples could include support to Lafarge in the first privatisation M&A in Serbia and subsequent corporate restructuring and further three M&As, counsel with BNP Paribas to the Deposit Insurance Agency of Serbia in first three sales of state owned banks and socially owned insurance company (with restructuring of the relevant regulatory framework), counsel to IFC and EBRD in a number of project in the Western Balkans, counsel to G4S in a several acquisitions in the Western Balkans, etc.

“The three pillars of our work are: • Very extensive experience (evidenced by the number of projects completed), • Creative approach (evidenced by the number of pioneer projects in both real and financial sectors and financial services) • Loyal service to the clients (long standing relationship with clients and repeated mandate by the same clients for new projects)

WHAT FACTORS HAVE CONTRIBUTED TO SERBIA BEING RANKED 3RD MOST ATTRACTIVE MANUFACTURING AND 7TH MOST ATTRACTIVE SERVICES FDI DESTINATION AMONG EMERGING ECONOMIES?

The following could be recognised as responsible for such status of Serbia: • Skilled labour, • Comparatively low cost of labour • Accessibility to EU markets • Very low or duty free access to markets of Turkey, EFTA members, Russia, Kazakhstan • Significant subsidies and incentives to foreign investors • Strong commitment to establishment of modern market economy • Business friendly environment • Legal and economic reforms striving for alignment with EU standards

The main processes include: • Granting of EU candidate member status to Serbia • Efforts aimed at control of inflation and maintenance of the Serbian Dinar • Further harmonisation of laws with EU standards

CAN YOU EXPLAIN WHY STRONG FOREIGN INVESTMENT AND THE CONTINUED RESTRUCTURING OF THE SERBIAN ECONOMY ARE SO IMPORTANT TO THE REGION?

Serbia is geographically central country in the Balkans with the highest population in the Western Balkans with significant infrastructure, agriculture, manufacturing and services potentials.

Company: Name: Darko Gakovic Email: darko.gakovic@gakovicdoo.com Web: www.gakovicdoo.com Address: Gakovic d.o.o.ul. Avijaticarski trg 8 Zemun- Beograd Srbija Telephone: +381 (0)11 316 86 83

Company: Tigar AD Name: Dragna Nikolic Email: dragan.nikolic@tigar.com Web: www.tigar.com Address: Nikole Pasica 213, Pirot Serbia Telephone: +381 (0)10 30 40 00

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Doing business in Belarus & Bosnia & Herzegovina

DOING BUSINESS — in Belarus

The Law Company “Stepanovski, Papakul and partners” renders a full range of legal services both to national and foreign companies, on various stages of their business activities, including project setup, company registration, operational support and protection of their rights on the territory of the Republic of Belarus. Practice areas we work in: banking, knowhow, IT/ TMP, design and construction, FMCG production, distribution & marketing, advertising, telecommunication, sports, insurance. Acquisition International speaks to Maxim Shapelevich, partner at Stepanovski, Papakul and partners.

Belarus managed growth of 5.3% in 2011 and attracted $19 billion of foreign investment which is twice as much than in the previous year. Industrial production went up by 9.1% and Exports of goods and services surged by 57.9% Belarus has a favourable position in Europe, linking the European Union to Russia and the Commonwealth of Independent States. Over the past decade Belarus has made impressive progress and Improvements to the investment climate have made the country a serious emerging market. The country has won the trust of the international business community and improved economic relations with many countries.

That said, there is currently a high degree of uncertainty due to the struggling global economy. Belarus is vulnerable to external economic influences from Russia and the crisis affecting Europe. Export growth is particularly at risk as many of the regions trade partners

are expecting a fall in demand. Due to high growth at the start of the year growth is forecasted to reach 3% for 2012. Good export growth was witnessed at the start of 2012 however a downturn is expected which could be very damaging.

The contemporary economical development of Belarus is interconnected with establishing of the Common Free Market Zone of Belarus, Kazakhstan and Russia on 01/01/2012. Such kind of integration supposes the creation of universal conditions for doing business in all three countries. It is based on a free movement of goods, capital, services, and people.

The Common Free Market Zone opens Russian and Kazakh markets for the Belarusian goods and services.

But at the same time the Belarusian Market is opened for Russian and Kazakh goods and services. The largest danger for the Belarusian Market corresponds to the Russian enterprises. Russian goods and services are more competitive in comparison with Belarusian ones. Belarus exports in Russia machines, provisions (particularly milk and meat products), mineral fertilizers, and other goods. Backwards fuel and energy resources, machines, equipment, black and color metals are imported in Belarus. The trade with Russia composed 39% in 2011 from the whole Belarusian international trade balance. Netherlands (11%) and Ukraine (10,2%) stand on the second and third ranks in Belarusian international trade balance.

As long as the value of trade with European Union countries is about 28% of the Belarusian international trade balance, the Euro Debt Crisis of 2011 hasn’t affected it directly. But the export in European Union countries increased twice in 2011 in comparison with 2010. If the export volume rise keeps its force in the current year the dependence of Belarusian economy from Euro will intensify.

The Belarusian government made several steps to create an attractive investing environment in the country. First of all, some tax and custom privileges for investors were established. But in practice the state controls the most interesting branches of economical activities. Frequently these branches are closed for a private capital.

Company: Stepanovski, Papakul and partners Name: Maxim Shapelevich Email: m.shapelevich@spplaw.by Web: http://spplaw.by/ Address: 16 Kuibyshev Street, 4th Floor, Minsk, Belarus Telephone: +375 17 2094483

DOING BUSINESS — in Bosnia & Herzegovina

After several years of strong economic growth, Bosnia and Herzegovina’s economic performance has deteriorated, in part due to the global economic slowdown. The economic crisis in Europe could see economic growth in Bosnia slide from a previously predicted 3.0% to 0.7% in 2012 according to the international monetary fund.

The delayed formation of a central government for more than a year has hindered European integration, stopping the flow of EU funds and has led to a collapse in foreign investment. Political instability has impacted on economic policymaking and the drafting of the budget for 2012 and a fiscal framework for 2012-14 has suffered. Improving the business environment needs to be at the top of policy makers agendas.

ACQUISITION INTERNATIONAL

In 2011 exports from Bosnia rose by 15.9% however imports also increased by 14%, this equated to a trade deficit of 3.7 billion euros. These markets are likely to change dramatically over the next few years with weaker European demand.

This is a strong prospect for growth of the domestic market to balance the deficit. The World Tourism Organisation expects Bosnia and Herzegovina to be third in the world in terms of tourism growth rate between 1995 and 2020 which is likely to bring investment to the region. Unemployment is rising and has hit a 4 year high according to data published by the National Statistics Bureau.

Attracting foreign investment is crucial to offset the shortfall in exports, strengthen the domestic market, tackle the increasing unemployment and restore growth to the region.

Company: Nova Bank Name: Ivana Ceranic Email: Ivana.Ceranic@novabanka.com

May 2012 /

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SECTOR SPOTLIGHT: Shipping finance in 2012

SHIPPING FINANCE — in 2012

The transport industry has been one of the hardest hit in the tightening loan market and uncertainties continue to surround the global shipping industry. The shipping industry presents a unique set of challenges; it requires high amounts of capital, is extremely volatile and holds mobile assets that require special financing structures.

Lending to the sector has been substantially reduced due to the retreat by many European banks; additionally high fuel costs and a slump in trade that has suppressed freight rates in the wake of the global financial crisis have further clouded the industry’s outlook.

The total financing required by the shipping industry over the next two years is expected to be around US$130 billion-US$150 billion and there is expected to be a huge funding gap as European banks become more risk averse due to the debt crisis in the region.

In a difficult market banks have become much more cautious and disciplined when it comes to funding opportunities, as a result companies are turning to the bond market, government export agencies, private equity investors and new banks to fund their expansion.

But opportunities still exist and banks are still lending, so when it comes to securing finance it is important to deal with a firm that can take a comprehensive view of all commitments and assets in order to develop the best solutions and the best possible form of financing.

Acquisition International speaks to the experts.

Andreas Rahn is the International Sales and Marketing Manager for Cat Power Finance - Marine division. Based in Hamburg, he has been involved in shipping financing for over 18 years with experience in almost every segment of the market. He and his team are responsible for the Europe, Africa, Middle East and CIS territories.

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May 2012

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Ms. Randee Day’s career in shipping spans over 35 years of experience in executive leadership, corporate governance, restructuring, and maritime finance. Ms. Day is the President and CEO of Day & Partners Inc., a maritime consulting practice that specializes in advising companies, financial institutions and private equiity firms.

Day and Partners is presently acting as co-advisor on the General Maritime and Newlead restructuring assignments. Senior Advisor for Maritime and Energy Finance to Moelis & Additionally, the firm continues to advise private equity firms on strategic investments in the maritime and energy sectors.

In March 2010 Ms. Day was asked by the board of

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT: Shipping finance in 2012

directors of DHT to assume the position of interim CEO. The company was facing organizational and leadership challenges while also engaged in a ‘proxy contest’ with an activist shareholder. During her tenure, the company reached a settlement with the dissident shareholder, created a new holding company, positioned itself for growth, and reinstated the payment of a dividend. Ms. Day continues to serve as an independent director, Chair of the Audit Committee, and as a member of the Governance Committee.

Ms. Day has extensive banking experience as she served as the Division Head of JP Morgan’s shipping group in New York . In that role, she served as the senior lending officer for all of the bank’s shipping clients in Asia, Europe, and the Americas. At JP Morgan she built a reputation as a business originator and successfully oversaw the arrangement and syndication of more than $2 billion of shipping loan and lease transactions.

Under her leadership in 1983, Ms. Day led the JP Morgan team to arrange interim financing and leases of $1.5 billion to support the US Navy’s procurement of 13 vessels for use in its Rapid Deployment Fleet.

Ms. Day held senior positions in the Oil and Gas division of Continental Illinois Bank in London and the Multinational Division of Bank of America in San Francisco.

She has been a board member of TBS International Ltd. since 2001 and serves as the Chair of the Audit committee and member of its Governance Committee. From 2008 to 2009, she served as a director of Ocean Rig ASA, Oslo, Norway, an operator of Ultra deep-water oil rigs. Ms. Day is an active member of the Connecticut Maritime Association and the Republican Senatorial Committee of the State of Connecticut and a past trustee of the Whitby School in Greenwich, Ct. Ms. Day holds a bachelor of arts degree from the School of International Relations at the University of Southern California.

MARFIN EGNATIA BANK, Branch of «CYPRUS POPULAR BANK PUBLIC CO LTD» in Greece and member of Laiki Bank Group, operates a technologically advanced infrastructure, an extensive and continuously expanding branch network and a highly trained staff that is ready to meet any banking need.

Laiki Bank Group is a Cyprus-based Banking Group,

ACQUISITION INTERNATIONAL

a leading financial organization with a history of over 110 years with an international presence in 10 countries of Southeast Europe. In 2012 the Group is operating 439 branches employing 8.464 employees and offering a wide spectrum of business and financial services.

Marfin Egnatia Bank’s primary goal is to be by the side of its customers and cover any banking need aiming at an integrated service, the satisfaction of their particular needs and their demands, always on preferential terms and by transparent procedures.

MARFIN EGNATIA BANK´s branch network is enhanced by the electronic and telephone banking system, Marfin Direct, which offers complete and prompt service. Our integrated system of banking services provides a range of modern products with special benefits and additional grants.

Apart from modern banking services, Marfin Egnatia Bank also implements a multifaceted Corporate Social Responsibility program aiming at strengthening social cohesion and welfare and contribution to society and civilization. Humanitarian contribution to persons who require medical care and children with special needs, the support of sports, the contribution to culture and the protection of the environment, are the main pillars of activities of the Βank’s corporate social responsibility.

Michel BOURGERY is the Managing Director of MB Finance Ltd, an independent investment banking boutique which is at the barycentre of the lending, private equity and public equity for shipping. He has witnessed the recent downwards trend and increasing volatility of all metrics of the industry: the freight rates, the hulls values and the listed stocks.

Michel BOURGERY comments: “In general, the shipping industry is suffering from overcapacity, coming from over-ordering during the overconfident pre-Lehman period.

“This has put downwards pressure on freight rates, making debt service more difficult. Very rarely, a specific set of circumstances (the demise of a charterer, the bankruptcy of a shipyard or an intermediate layer of capital) lead to the so-called and sought after “distressed situations”.

In parallel, the financial crisis has made banks short of capital and the European crisis has made difficult for European banks to fund their USD operations.

This, together with the downwards migration of credit ratings, makes shipping a less attractive industry for banks. The banks have thus considerably tightened their lending criteria, keeping their scarce USD for their best and largest clients, whom they can do more varied business with.

A logical consequence is that we will probably witness a progressive attrition of the “small” shipowners, who do not have enough equity available to renew their fleet and will silently exit the industry, unless they manage to find terms with external investors, which require considerable efforts, on both sides.

Overall, commercial banks have reduced their support to the industry and are reluctant to finance vessels under construction, leaving the so-called funding gap.

Unlike the rest of the industry, I believe that bridging this funding gap is not an issue and that the Korean and Chinese banks of the shipyards have no other choice than funding the completion of the ships under construction, whether or not their original buyers have the financial resources to pay for them.

Given also that shipyards have a strong tendency to keep themselves busy at any price, I do not see the supply of ships drastically slowing down and do not see either the freight rates quickly recovering.

Contined on next page...

Company: Cat Financial Name: Andreas Rahn Email: CATMarineFinance@cat.com Web: marine.cat.com/finance Address: The Phoenix Building, Central Boulevard, Blythe Valley Park, Solihull West Midlands, B90 8BG Telephone: +44 1564 786 400

Company: Day & Partners Inc. Name: Randee E. Day Email: randee@dayandpartners.com

Company: Marfin Egnatia Bank Email: info@marfinbank.gr Web: www.marfinbank.gr Address: 24 Kifissias Ave 151-25 Marousi – Athens Greece Telephone: +30 801 111 8 111

May 2012 /

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SECTOR SPOTLIGHT: Shipping finance in 2012

And there might come a time where the relative position of vessels prices and earnings capacity, albeit low from an historical perspective, will start to make financial sense and arouse the interest of financial external investors.

Shipping finance has undergone significant change since mid-2008. The providers and users of capital for shipping have had to adapt or have been forced to exit the market. In the meantime, the other key stakeholder group, the service suppliers who help transactions to get done, have re-positioned themselves.

V.Ships, as a major supplier of such services, has expanded its service offerings during the past three years by adapting to changing client needs.

In essence, it has benefited from the financial, commercial, technical and operational experience and expertise across the wider V.Group: experience and expertise which adds value at the pre- and posttransaction stages. In the case of the former, it is well positioned to identify and assess investment and divestment opportunities based on scenario planning which, in a growing number of transactions, has involved planning the recovery of distressed asset situations.

In the post transaction phase, V.Ships is able to bring to bear a wide range of services under the umbrella term asset management.

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This packaging of services while not new is offered only by a relatively small number of independent industry players who are able to cover all aspects of the ship operating equation. In essence, a key element of asset management is bespoke reporting which affords the asset owner a high degree of confidence via the transparency of the commercial, operational and technical information provided. Bespoke reporting is supported by a dedicated client account manager who is able to address client issues –from income projections to insurance claims handling.

Looking ahead, the one thing that industry players and commentators can agree on is that the current downturn in many sectors of the shipping industry will drive higher operating standards.

V.Ships shares this view and is utilizing the KPI metrics needed to raise standards of customer service. It recognises that while the asset owners are bearing the brunt of the market malaise, it has an important supporting role to play as the industry

adapts to the challenges of improving energy efficiency and much tighter cash flow management.

An industry in ‘trouble’ as opposed to ‘growth’ mode is much more challenging but the rewards for being creative are nevertheless attractive.

Company: MB Finance Ltd Name: Michel Bourgery Email: michel.bourgery@mbfinance.net Address: 1 Castle Row W4 1JQ London, UK Telephone: + 44 79 200 200 33

Company: V Ships Name: Manish Singh Email: manish.singh@vships.com Web: www.vships.com Address: Keppel Tower, #24-01 10, Hoe Chiang Road, Singapore 089315 Telephone: +65 6885 0557

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Forming companies & doing business

FORMING COMPANIES — & doing business

2012 is looking good for entrepreneurs who seem to be making the most of opportunities despite the economic climate; with the highest levels since 2007, record numbers of new companies have been formed in many of the most popular locations around the world.

The formation business is booming and the nature of it means that most companies in the industry service an international client base of entrepreneurs and business owners. It’s one thing to read about the advantages of an offshore/foreign company but actually completing the paperwork to register one is completely different and it’s often most effective to engage an experienced corporate services firm that has the knowledge, experience and contacts to manage the processes. Search online for ‘company incorporation’ and a wealth of options are returned, so how to determine the right one? It’s incredibly important to select the right firm as company incorporation requires knowledge and experience to effectively build a corporate structure and achieve business objectives. Acquisition International speaks to the experts.

Aidan Healy is Partner at Healy Consultants Pte Ltd, he comments: “Singapore’s recognition from international surveys and reports focused on business and lifestyle are testament to the first class infrastructure and environment for working and living the island offers.

In size Singapore is small, but in connectivity and infrastructure the jurisdiction offers entrepreneurs and investors huge opportunities for running an efficient and profitable business. Centrally located in Asia Pacific, Singapore has become a favoured regional, or international, domicile for companies ranging from entrepreneurial start-ups to multi-national organisations. For Aidan Healy, Managing Director of Healy Consultants Pte Ltd, the appeal of Singapore is obvious. “Singapore has a great image in the international business community and offers excellent incentives for companies to set up here.” As specialists in company incorporation, Healy Consultants helps entrepreneurs and investors to incorporate their company in jurisdictions all over the world. Mr. Healy adds, “we actually find that clients regularly come to us with an initial idea about where they would like to start their company but after discussing their business activity and objectives with our

ACQUISITION INTERNATIONAL

consultants change their preference to one of our preferred jurisdictions, such as Singapore. While there are strict due diligence requirements, Singapore company registration is a relatively simple straightforward process. Following is a summary of the requirements under Singapore company law: • Minimum of one company director who is resident in Singapore. Nominee resident directors are allowed.

• Minimum of one shareholder • Paid up capital of at least S$1 • A Singapore resident company secretary • An office with a registered Singapore address • Submission of annual financial return The economic climate is difficult all over the world; however, some regions continue to witness growth due to more favourable business conditions. Asia has experienced higher levels of economic growth compared to the regions of the US and Europe and this is expected to continue. While the growth in Asia has been driven largely by India and China, there are other developing jurisdictions with great potential and then there are jurisdictions such as Hong Kong and Singapore which are recognized as leading global business hubs.

Singapore is a highly regulated jurisdiction. Company registration in Singapore requires certain due diligence, as do other related processes such as opening a corporate bank account. A low corporate tax rate stimulates both migration to and business in Singapore. The high level of regulation in Singapore probably helps the jurisdiction attract business owners looking for an efficient and reputable location for their business. According to Mr. Healy “being well regulated contributes to the good image that Singapore has and with so much attention on fighting illegal activities to evade taxes it is important to entrepreneurs that there is no negative associations with business.” Singapore also boosts a highly developed and secure banking sector, which is beneficial

to support new business startups. Some of the specific characteristics of Singapore that appeal to entrepreneurs include: i) highly advanced technology, ii) exceptional infrastructure, iii) English is recognized business language, iv) highly skilled workforce, v) low corporate tax rate at 17% and vi) pro-business government that provides a range of incentives for startup companies.

As mentioned earlier in the article, Singapore performs very well in a number of international surveys that rank cities, or countries, around the world based on various business and lifestyle aspects. One of these surveys is the World Banks Doing Business Report 2012. This annual report ranks 183 economies based on various characteristics. Singapore is ranked number 1, the easiest place in the world to do business. Categories that Singapore excels in, according to the report are starting a business, trading across borders, paying taxes and protecting investors. The preferred type of company in Singapore is the simple Limited Liability company. This company structure appeals to SME’s and Continued on next page...

Company: Healy Consultants Pte Ltd Name: Aidan Healy Email: email@healyconsultants.com Web: www.healyconsultants.com Address: 18-01 Thong Sia Building, 30 Bideford Road Singapore Telephone: 229922+65 67350120

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SECTOR SPOTLIGHT:

Forming companies & doing business entrepreneurs especially. Incorporation in Singapore is fast and painless, the process of incorporation does not differ much based on the type of company chosen. Some challenges faced in incorporating foreign companies are cultural and language barriers. In some jurisdictions that Healy Consultants have worked in, consultants have found a lackadaisical and bureaucratic work environment, where it takes longer to accomplish ordinary tasks. To combat these issues the firm’s consultants have gathered a multilingual and multi-cultural team. Another crucial aspect is comprehensive planning processes, including timelines and managing client expectations. The unpredictable nature of economies today mean it is more difficult to determine which jurisdiction will experience the highest growth. Singapore is expected to have positive economic growth during 2012 but not as high as 2011. Singapore, like other jurisdictions, will face challenges but its competitiveness is a key attribute can only get better as time passes.”

David A. Jenkins is the Founder and President of Belize Offshore Services Limited, a licensed provider of company and Trust formation and management services in Belize – originally established in 1994, he comments: “For onshore domestic companies (for clients considering investing in Belize), there is a minimum requirement of two directors and two shareholders (which may be corporate) and which are disclosed on the public register. For offshore International Business Companies (IBC’s), a company may be established with only one director and one shareholder (which may be corporate) and the filing of the registers of directors and shareholders is a voluntary option. However, there is no minimum paid-up capital requirement and there are special provisions for companies without shareholders.

The registration process is extremely straightforward and requires only the filing of the Memorandum and Articles of Association which are usually prepared by local subscribers.

IBC’s are required to maintain a Registered Agent and Registered Office in Belize at all times.

As new jurisdictions emerge and global investment patterns change, clients seek out the most cost-effective solutions to satisfy their international financial planning objectives. Belize has become a jurisdiction of choice due to its user-friendly legislation, professional network and low-cost Government fees.

Belize offers a well-regulated environment in which all service providers are licensed and monitored by the International Financial Services Commission of Belize. Together with the Financial Intelligence Unit, the IFSC ensures that Belize meets or exceeds all international standards in terms of best practices and compliance with the latest OECD and FATF benchmarks. In conjunction with a strict Code of Conduct for service providers in Belize, this helps to ensure a high degree of professionalism with the aim of boosting client and investor confidence in the jurisdiction.

Belize has grown steadily since it introduced its first piece of offshore legislation in 1989 to offer an international shipping registry – IMMARBE. Since then, successive Governments have introduced a wide range of laws to expand the range of offshore services available to prospective international clients – including IBC’s, Trusts, Foundations, LLC’s, Limited Liability Partnerships, Protected Cell Companies, Mutual Funds, International Banks and Insurance Companies and the new range of international financial services licenses such as securities and forex trading.”

HOW EASY IS IT TO DO BUSINESS IN YOUR JURISDICTION? “Belize offers a user-friendly business environment with modern innovative legislation and attractive fiscal and tax incentives – ranging from full tax exemption for international business companies and low flat-rate business tax for domestic business activity (starting at 1.75% for general business and 6% for professional services). In addition, the Government offers up to 20-year tax holidays and other fiscal incentives for companies wishing to establish or operate in Export Processing Zones or make investments in tourism or agroprocessing related projects, among others. There are several

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established domestic and international banks operating in Belize and access to the full range of banking and credit facilities is readily available.”

HOW DOES THE INCORPORATION PROCESS DIFFER WHEN DEALING WITH DIFFERENT SIZED COMPANIES? WHICH COMPANY STRUCTURES ARE IN THE GREATEST DEMAND? “As a boutique firm, we pride ourselves on providing the same level of personalised services to all of our clients ranging from individual clients to large global corporate intermediaries – whether their need is for a single company or more complex multi-component Trust structure. At present, the most common structure is the IBC - which is often combined with a Trust and/or insurance wrapper to achieve the maximum level of asset protection and wealth preservation.”

The CKLB Fiduciary Group is head-quartered in Mauritius.

Founded in 1998 by experienced practitioners from the Accountancy and Legal professions with first hand exposure in the financial services industry, the company provides multi-jurisdictional company formation, corporate and accounting services, Family offices and private wealth structuring, international cross border structuring and management and Private Equity Fund establishment and Fund Administration services.

The group has since developed a successful team of likeminded professionals with the objective of ensuring client satisfaction at all levels in different locations. CKLB has offices in Mauritius, Hong Kong, Seychelles and long standing professional relationships with associates in London, Guernsey, Switzerland, Singapore, Shanghai and other important financial centres.

CKLB is independently owned and of medium size. We pride ourselves in our ability to remaining committed to providing a personal and tailor-made service to clients. We understand well the particular requirements and needs of clients and the key to our successful development has been our commitment to satisfy these needs at high standard. Our varied client base includes HNW / Ultra HNW Individuals, private companies as well as companies listed on major stock exchanges such as London, New York, Singapore and South Africa.

and Revenue authorities in order to obtain a valid Mauritius tax resident certificate.”

Chris Doyle is Director of CO-Handelszentreum GmbH , a leading full service Fiduciary specialising in Swiss Company Formation and Administration based in the Canton of Zug, Switzerland. Chris comments on the legal requirements of forming a company in Switzerland: “Required for incorporation are the Company requires a name, paid in capital deposited with a Deposition Agent (Bank) (min CHF 20,000 for a GmbH or CHF 100,000 for an AG (may be partly paid to min CHF 50,000 if Registered Shares are used) , names of Directors (one must be Swiss Resident)), names of founding shareholder(s) , appointment of auditors (if required) and incorporated through a Foundation Document (which included the Memorandum and Articles of Association) Notarized by a Notary Public.

This is then submitted to the Commercial Register for Registration . The overall process normally takes 2-3 weeks.

Switzerland in general and specifically the Canton of Zug has always maintained a very pro-business environment keeping regulatory burdens , corporate and personal taxes and red tape to a minimum. There is a fundamental understanding of the importance of business and entrepreneurs to the local economy . This stands in contrast to the polices increasingly being adopted in many economically unstable economies

Company: Belize Offshore Services Limited Name: David A. Jenkins Email: davidjenkins@bosl.com Web: www.bosl.com Address: Suite 5, Garden City Plaza, Mountainview Boulevard, City of Belmopan, Belize Telephone: +501-822-2990

With a team of highly qualified and experienced professionals in different jurisdictions, CKLB provides a one stop shop service to its clients. From assistance on initial planning and structuring to the establishment of the structure and provision of a comprehensive array of business support services, CKLB provides a high quality and tailor made service to its clients.

“We work closely with our clients and clients’ advisors and provide legitimate structuring solutions to optimize their particular circumstances. CKLB do not provide Tax advice in the clients’ country of residence / domicile, we therefore recommend that the clients take appropriate advice from their Tax or Legal advisors or alternatively, we would be pleased to recommend an appropriate professional Advisor, however, we advise the client on the general tax position of the entity we manage and administer in Mauritius in particular where the entity is benefiting from Tax Treaties.

In most cases, we provide a full service from initial structuring, establishment to management and accounting of the structure.

Mauritius companies are typically used as holding and investment companies which then benefit from Double Taxation Treaties between Mauritius and the various treaty partners. The main benefits of these treaties are mainly the possibility of legitimately avoid Capital Gains Tax in the investee country and lower level of withholding taxes when dividends / interest are received by a Mauritius company.

Besides, since the level of withholding tax is capped at certain level, this provides certain protection in the event that there is a future increase in withholding tax locally.

These Mauritius companies must be seen to have proper substance in Mauritius with a local board of directors and must ensure local compliance with all the necessary criteria as laid down by the Mauritius Financial Services commission

Company: CKLB International Management Ltd Name: Christian Li Email: christianli@cklb.com Web: www.cklb.com Address: PO Box 80, Felix House, 24 Dr Joseph Riviere Street, Port Louis, Mauritius Telephone: +230 405 8800

Company: CO-Handelszentrum GmbH Name: Christopher J.A. Doyle Email: cdo@co-handelszentrum.ch Web: www.co-handelszentrum.ch Address: Haldenstrasse 5, CH-6342, Baar, Switzerland Telephone: +41 (0)41 766 31 50

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Forming companies & doing business where tax revenues and political pressures dictate higher tax and regulatory burdens on commercial enterprises.

Switzerland and the Canton of Zug offers a first class business environment, strong economy , stable currency, excellent banking and financial infrastructure, access to highly educated and skilled multi-lingual staff , excellent standards of education, living conditions and a history and commitment to maintaining a low taxes and premier location right in the heart of Europe.

Swiss Companies are normally used to incorporate European and international orientated businesses, to act in international trading arrangements , to perform certain functions for international corporate groups , or to hold Intellectual property such as patents & trademarks.

The primary reasons Switzerland is chosen as a location are for it’s relatively low rates of taxation, international credibility, economic, legal and political security, sound economy , strong currency sophisticated banking systems and location at the heart of Europe.”

WHY DO YOU THINK SOME REGIONS ARE WITNESSING SUCH LARGE GROWTH IN FORMATION LEVELS DESPITE THE ON-GOING DIFFICULT CLIMATE? “Corporate Profitability and effective cash management become a focal point during a recessionary environment so maximisation of international tax planning continues to play a strong role in meeting these needs. Tax hikes and increasing taxation burdens in many International economies are also forcing a rethink on corporate locations longer term as well as corporate management locations for key employees.”

CAN YOU PLEASE EXPLAIN LOCAL REASONS FOR INCORPORATION? “There are two types of tax privileged companies commonly used in Switzerland; Firstly the Swiss Mixed Companies can be of different legal constitutions, e.g either a GmbH or AG or a branch office of a foreign company. The term “Mixed Company” is that of a tax classification rather than a legal definition. Swiss Mixed companies are corporations whose business activity is primarily related to business outside Switzerland where any business activity in Switzerland itself is of a secondary nature. Mixed companies may have their own staff and offices. A locally appointed Nominee Swiss Director and service contract with a Fiduciary is often used to provide the element of local staff and services where recruitment of full time staff is not necessary or economically justifiable.Mixed Companies are a useful vehicles and widely used in international tax planning, often as a hub for varying group activities. Purposes can include: • International trading (purchase and sale of goods and services that do not pass through Switzerland) • Account management (Financing, Cash management, Purchasing & Invoicing) • Licences, Trademarks and patents • International Group or Divisional headquarters performing group administrative functions • Sales and Marketing Most Cantons grant Mixed Companies extensive tax privileges with income and capital taxes taxed at reduced rates. Federal taxes are applied at normal rates (Income tax 8.5% ) In the Canton of Zug Mixed Companies can pay between 0-7% in cantonal taxes. The overall “blended” rate can be in the rang e of 10-12% depending on the size of net profits.”

Andrew Lambed is a Commercial Director at Company Bureau Formations Limited, he commented: “Our main service is the incorporation of Irish Companies for non-resident clients which we can incorporate in just 2-3 working days, however we can also assist with incorporating companies in many jurisdictions in the world. As well as incorporating companies we offer a full range of corporate services including bank accounts, domiciliation, company secretarial services, accountancy and taxation services.

ACQUISITION INTERNATIONAL

The main requirements include a minimum of 2 Directors – One of which should be an EU or EEA resident, otherwise the section 43 Revenue Bond is required. An Irish company must also have a registered office address in Ireland and also a Company Secretary. The other incidental requirements are included as part of our company formation service. I think a recession tends to force the vast majority of companies to trim wastage and increase efficiencies, and corporate re-structuring is naturally an important element of this.

Because of Ireland’s low corporate tax of 12.5%, there has definitely been an increase in companies setting up here and using Ireland as their corporate tax domicile since the global downturn.

The regulation in Ireland is very much pro-business, and Ireland was recently voted in a PWC/World Bank report as the easiest country in Europe in which to pay business taxes. The Irish Government have introduced a wide range of incentives to encourage entrepreneurism and investment in Ireland. The measures include the introduction of a tax exemption for companies in their first 3 years of existence, excellent R&D tax credits, seed capital schemes and grants to export-lead companies to name a few. As well as our low corporate tax, Ireland offers an English speaking probusiness environment which is part of the Eurozone as well as one of the brightest and most educated workforces in the world. The incorporation process is the same for almost all types of companies including PLC’s, unlimited companies, etc. The procedure for a branch can be complex as authenticated and apostil led documents may be required.

However a Private Limited Company is the most common type of company registered for non-resident clients. Private Limited Companies can be converted to PLC’s if required.

A key challenge at the moment is obtaining the correct customer due diligence (CDD) documentation from clients and opening bank accounts for clients. As the 3rd EU AML Directive has been fully implemented, the new ‘risk based’ approach can make identifying clients trickier than before, especially when complicated structures are used. As a regulated trust and service company provider (TSCP) we are obliged to identify and understand our clients business.

Whilst austerity has depressed the domestic market and will continue to do so for another few years, I expect Ireland to return to growth in the next 12 months lead by strong exports and Foreign Direct Investment.”

number of global investors rising and company formation is continuously growing.

Though recently India’s growth rate has come down, India still remains the second fastest growing economy. Moreover, there are important factors, e.g., a huge market, growing purchasing power, growing middle class, the domestic demand driven factors to provide the stimulus to the growth elements in Indian economy is very strong. Indian Government is in the process of policy reforms to make the business environment liberal, clear and certain for global investors. In India, 100% foreign investment is allowed in almost all the business areas. India still requires investment in infrastructure which will help in growth of other sectors.

India needs advance technology in various manufacturing sectors. Indian has large number skilled and semi-skilled labour at comparative less cost, so the business could be done in India in a cost-efficient manner. India has established and independent legal system which offers protection to all.

Therefore, India is one of the best investment destinations for prospective companies.”

AS WE SLOWLY RECOVER FROM THE ECONOMIC DOWNTURN, DO YOU HAVE ANY PREDICTIONS FOR THE NEXT 12 MONTHS IN TERMS OF DOING BUSINESS IN YOUR JURISDICTION? “India, presently, is growing because of high rate of savings (due to high rate of interest) and substantial investment coming from the domestic savings itself. Because of aforesaid two basic fundamental and resilience, it is expected that in 2012 India’s growth would be comparatively better. Also, once economic downturn is over, India expects that Indian economy will grow at 8% as lending will become cheaper (if interest rates are reduced) and inflow of foreign funds for doing business in India will be more.”

DR. KLAUS OBLIN, Partner LL.M. RECHTSANWALT ATTORNEY-AT-LAW commented: “The limited liability company is the most common legal form for a company in Austria and can be established by a single shareholder. A limited liability company has few formal procedures and a high degree of flexibility.

Continued on the next page...

Global Jurix LLP is a full services law firm and having pan India presence through its offices/affiliates and international affiliations.

Hemant Goyal is Managing Partner of Global Jury, Advocates & Solicitors, India, he commented: “Any two persons (seven in case of public companies) can incorporate a private company limited by shares in India. As the incorporation documents require name of proposed directors (minimum two in case of private companies and minimum three in case of public companies), it is necessary for the proposed directors to obtain/have director identification number (DIN). Issue of DIN by government authorities take 3-4 working days.

On having DIN, the applicant can file application to seek availability of desired name. Name approval usually takes 2-3 days (depending upon workload in office of authorities).

On approval of name, all incorporation documents are to be filed within 60 days. Immediately on approval of incorporation documents, private companies can start their business (and public companies need to file declaration of commencement of business to start business). Notably, entire process of company formation including payment of fees is done electronically and, therefore, filing is done using digital signature certificate issued by designated authorities.

However, the procedure for registering foreign company in India (i.e., branch office, project office and liaison office) is different and requires prior approval of the Reserve Bank of India.

“The Indian economy is one of the fastest growing economies and offers immense investment opportunity to all including global investors. Despite recent changes in tax laws and government policies in India, India offers immense investment opportunities and decent returns. Notably, tax is to be paid on profit and not otherwise. Therefore, the

Company: Company Bureau Formations Ltd. Name: Andrew Lambe Email: formations@companybureau.ie Web: www.companyformations.ie Address: The Black Church, The Mary’s Place, Dublin 7, Ireland Telephone: +353 (0) 1 6461625

Company: Global Jurix, Advocates & Solicitors Name: Hemant Goyal Email: hemant@globaljurix.com Web: www.globaljurix.com Address: S-191 C, 3rd Floor, Manak Complex, School Block, Shakarpur, New Delhi – 110092, India Telephone: +91 99100 38150

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SECTOR SPOTLIGHT:

Forming companies & doing business This is particularly true when compared with the structure of a joint stock corporation. A supervisory board can be established for a limited liability company. However, except for large limited liability companies (which must exceed certain thresholds); a supervisory board is not required under mandatory law. Thus, the GmbH can, subject to the above-mentioned exception, operate without any worker representatives in the corporate bodies of the company.

Another feature of the limited liability company is that the managing directors of a limited liability company must comply with the direct orders of the shareholder. In a final introductory comment, the foundation of a limited liability company is generally not more cumbersome than the registration of an Austrian branch office in the Commercial Register. The company name must contain either the name(s) of one or all shareholder(s) or describe the object of the business of the company. Other names, words or abbreviations in combination with a short description of the object of the business of the company are also possible.

However, only those company names can be registered in the Commercial Register which are not misleading and are clearly different from the company names of all other entities already registered in the Commercial Register (principle of exclusivity of the firm name). Furthermore, it should be verifiedt hat the desired company name does not infringe third party rights in the name as such. The desired company name should therefore be checked against entries in the Commercial Register and the trademark registers.

In order to utilize the words “Austria” or “Österreich” as part of the firm name, the company must have significance in Austria. The competent Chamber of Commerce at the seat of the company renders an opinion on this issue, asking the Chambers of Commerce of every federal state of Austria for their comments. During the formation stage, it is not possible to show significance in Austria. However, if it can be argued that (i) the company is part of an international group of companies and (ii) the word “Austria” or “Österreich” is necessary in order to identify the company as the Austrian part of this group, a significance of the company in Austria is not required.

The business address must be a street address. A post office box address is not sufficient. The corporate seat of the company must be a municipal district of Austria. The corporate seat does not have a significant impact in terms of tax law. It merely determines who the competent local tax authority will be. Occasionally, local tax authorities practice differently. The most significant taxes and other charges are the same in all federal states. Charges of the federal states, such as the Real Estate Tax (Grundsteuer), differ from state to state. Proof of office premises is not required for incorporation. There are professional firms available who provide “registered addresses“.

Al Tamimi & Company. Is a full service corporate law firm offering services across 10 offices in 6 countries in the Middle East, as the largest firm in the region, we have offices in Abu Dhabi, Dubai, Sharjah, Kuwait, Qatar, Saudi Arabia, Jordan and Iraq. Samer Qudah, Partner at Al Tamimi & Company, he comments: “We have broad based expertise in all matters relating to company formation. The UAE, in particular, provides multi jurisdictional corporate setting up options. Entities may be formed in one of the various purpose built free zones in the UAE or in mainland UAE. The Legal requirements for setting up entities in a free zone and in mainland UAE can vary. Furthermore, there can be differences in requirements (procedural and licensing) based on the business activities which are proposed to be conducted by a company. Certain activities like labour supply and public transport are reserved for UAE nationals only, and legal requirements to set up such companies are different.

Importantly in mainland UAE limited liability companies must have 51% shares held by UAE nationals or corporate entities 100% owned by UAE nationals. This limitation is not applied to shareholding of companies incorporated in the free zones, where non-UAE nationals can own 100% of

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shares in a company. In mainland UAE a company can be formed by two or more persons, whereas in a free zone, a single member company can also be formed.”

WHY DO YOU THINK SOME REGIONS ARE WITNESSING SUCH LARGE GROWTH IN FORMATION LEVELS DESPITE THE ON-GOING DIFFICULT CLIMATE? “In the current adverse global economic conditions, where investor confidence as well as the capacity to invest is low, (keeping emerging markets aside, where each country tends to have its own strategic advantages and opportunities for attracting investment) the UAE seems to have developed a skill in the art of attracting foreign investment, which it has in my view, achieved by ensuring the basics are in place – political stability, ideal geographic location, enabling legal framework, availability of highly qualified human resources, a quality of life and world-class infrastructure. When you add a government with a strong pro-investor outlook to this equation, what emerges is a hub of regional and global business activity that the UAE has become today.”

HOW DOES REGULATION IN YOUR JURISDICTION BENEFIT BUSINESS GROWTH? WHAT CAN YOUR JURISDICTION OFFER TO PROSPECTIVE COMPANIES?

EU at 5%, there are no capital gains for transfer of shares, no taxes on income from patents, group losses are allowed, the first country to regulate betting in the EU, biggest ship register as tax on vessels is low and based on tonnage, low vat on the registration of yachts and no charge of VAT for leasing of commercial vessels or aircraft by a Maltese company and no price transfer rules. The Maltese Registrar of Companies is very efficient and a company is registered in very few days once correct documents are presented. Also annual registrar fees for companies are reasonable. When filing the annual return, the fees charges start at 80 euro to a maximum of Euro1200 annually depending on share capital. Also Registrar offers also all information on companies on line.

Filing of various documents including annual payments may be made on line.”

CAN YOU HIGHLIGHT THE KEY CHALLENGES OF INCORPORATING OFFSHORE/FOREIGN COMPANIES? “The advantages of using Malta are that it is not an offshore centre but a financial centre within the EU. Some clients will ask for complete anonymity or that the company be part of an existing international group. In such cases the firm holds meetings with the client and explains the documents required and all tax implications. Normally a tax structure tailored for the client will be construed. The meeting is

“Regulation in the UAE, while robust, is geared towards providing an enabling environment for business growth.

One of the most attractive aspects of doing business in the UAE is that there are no corporate or personal taxes in the free zones or in mainland UAE, except in certain industries such as hospitality, oil and gas. Additionally, the UAE has entered into double taxation treaties with various countries.”

AS WE SLOWLY RECOVER FROM THE ECONOMIC DOWNTURN, DO YOU HAVE ANY PREDICTIONS FOR THE NEXT 12 MONTHS IN TERMS OF DOING BUSINESS IN YOUR JURISDICTION? “Dubai is making a swift but steady recovery which is becoming increasingly visible by the day. Given the improving environment, we foresee an encouraging outlook across the board, with a fair amount of growth across sectors, particularly health, education, media and publication, human resource development and technology based industries.”

Company: OBLIN MELICHAR Name: DR. KLAUS OBLIN Email: office@oblin.at Web: www.oblin.at Address: Josefstaedter Str 11, 1080 Wien (Austria) Telephone: +43 1 505 3705

KSi Malta is one of the leading audit, accountancy and consultancy firms in Malta. Joseph Gauci is Managing Partner of the firm that has its own legal section and offer registration of companies both in Malta and in various other jurisdictions.

“In Malta it is quite easy to register a company. The minimum share capital is 1500 Ordinary Shares 20% paid up. One will have to prepare a memorandum of articles and deposit the share capital in a pre-formation bank account.

Memorandum must include the full details of all directors and shareholders, registered office and details of Board Secretary. The registrar for due diligence purposes will ask individuals who act as directors or shareholders to provide a copy of their passport. If however a person is not an EU resident he will need to provide a copy of the passport, bank reference, professional reference and a Utility Bill. If the prospective shareholder of the Maltese company is to be a company which is registered in the EU it has to provide an official copy of its memorandum. It the company is a non-EU registered company than it will need to present an official copy of the memorandum and a bank reference.

If the shareholder is a trust or a nominee the Registrar of Companies will ensure that such trusts or nominee companies have the relevant license in their respective jurisdiction.

Malta has become an important financial centre in the EU in recent years and also it has not suffered from the recession. So the island has continued to attract investors to its shores with the result that company registrations continued to increase in recent years. Malta offers a sound legal system, political stability, advanced telecommunications, experienced pool of professionals, English speaking population and various fiscal incentives. Malta has the lowest effective corporate tax in the

Company: Al Tamimi & Company Name: Samer Qudah Email: s.qudah@tamimi.com Web: www.tamimi.com Address: Dubai World Trade Centre, 9th Floor, P.O. Box 9275, Dubai, UAE. Telephone: +971 4 331 7161

Company: KSi Malta Name: Joseph Gauci Email: jgauci@ksimalta.com Web: www.ksimalta.com Address: Flat 12, Level 3, 31 Charles Court, St. Luke’s Rd G’Mangia PTA 1027 Malta Telephone: 0035621226176

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Forming companies & doing business normally followed by an email which will again explain all documents required and the tax structure being suggested.

Than all documents are prepared by various sections within our firm and we inform the client to come to Malta to sign them or else we use courier service. Most clients who deal internationally have no problems to provide such documents directly or through their lawyers or accountants.

Jesús Humberto Medina-Alva. Presiding Partner and Head of the Banking and Corporate Team in CENTRAL LAW Honduras – Medina, Rosenthal & Asociados, he comments: “If it is a foreign company that would like to operate as a branch in the country the applicant must file the articles of incorporation; certificate of incorporation or existence; provide a Board of Director´s resolution stating that the company has agreed to register the company in Honduras and appointing a legal representative with permanent residency in Honduras, with ample powers to perform all legal acts and transactions on behalf of the company.”

WHY DO YOU THINK SOME REGIONS ARE WITNESSING SUCH LARGE GROWTH IN FORMATION LEVELS DESPITE THE ON-GOING DIFFICULT CLIMATE? “Central America may be an exception of the global slowdown that the recent economic crisis has left worldwide. In fact, more foreign companies are interested in doing business across the region. These companies have assessed that the lack of infrastructure or services translates into business opportunities, as long as trustable judicial system supports their investments.”

HOW DOES REGULATION IN YOUR JURISDICTION BENEFIT BUSINESS GROWTH? WHAT CAN YOUR JURISDICTION OFFER TO PROSPECTIVE COMPANIES? “In Central America regional laws and free-trade treaties, such as DR-CAFTA and the Association Agreement recently signed between Central America and the European Union, enhance the local legal framework in place. Legislation has been passed in Congress to attract investments such as the Public Private Participation Law 2010; the Secured Transactions Law, 2010; and the Law for the Protection and Promotion of Investments, 2011.”

CAN YOU PLEASE EXPLAIN LOCAL REASONS FOR INCORPORATION? “Honduras, well known for agricultural, manufacturing and mining; it is also famous for its beaches and touristic sites.

Regarding promotion of investment Honduras has taken a step forward by creating a new legal framework to attract local and foreign investment. The Law for the Promotion and Protection of Investment creates mechanisms providing different tax incentives as well as full guarantees to property rights in the country; feasibility to implement Alternate Dispute Resolution alternatives. The Public Private Partnership Law allows public-private participation in the implementation, development and administration of public works and services. The Secured Transactions Law, which has created the Register of Secured Interests, ensures that different assets may be pledged as collateral for loans. In respect to tax reforms the Law for the Strengthening of the Income and Fiscal Equity has reformed taxes on income and sales to seek reduction of the deficit and the National Hourly Employment Law establishes special working shift arrangements with limited time for work or services.

This legal framework has encouraged foreign companies to invest in public infrastructure such as ports and roads and highways, which are so necessary for our regional commerce.

Likewise, incentives have been set in place to attract investors for renewable energy projects.”

HOW EASY IS IT TO DO BUSINESS IN YOUR JURISDICTION? “Doing business in the region has become more easy and fast in the last years. Foreign companies operating as a branch or new companies of foreign owners may access to banking and

ACQUISITION INTERNATIONAL

credit facilities as long as they can respond or guarantee the credit or loan. Foreign company branches or newly created Honduran entities usually apply to the Free Zone Status, thus benefitting from import and export duties; municipal taxes and income tax.”

AS WE SLOWLY RECOVER FROM THE ECONOMIC DOWNTURN, DO YOU HAVE ANY PREDICTIONS FOR THE NEXT 12 MONTHS IN TERMS OF DOING BUSINESS IN YOUR JURISDICTION? “As mentioned above, in Central America there is a wide range of investment opportunities. There is no doubt that the Central American region is going through a privileged situation while many other countries are still on the process of recovering from the global crisis. The countries’ unconditional commitment for the continuity and protection of foreign investments, supported by the appropriate legal framework is the perfect setting for new and diverse entrepreneurial endeavors.”

Nico Halle is senior managing Partner of the Nico Halle & Co. Law Firm in Cameroon, he comments: “The Nico Halle & Co. Law Firm offers all services which relate to the formation of a company. Our services include pre-consultation, advice and legal opinion on the services required by the client, drafting the Memorandum & Articles of Association, incorporation proper, applications for tax exoneration and other licenses. Incorporation in Cameroon is driven by certain legal requirements. Documentations include certified true copies of the Memorandum of Association, the Original copies of the notarized statement of subscription and payment of shares, certificate of non-conviction of the first managers and directors, site plan of the head office of the company and details of the pioneer management team.

If the management team comprise of foreigners, they would need to obtain visas and, or work/resident permits. Cameron is a member state of the international organization, OHADA (Organization for the Harmonization of Business Law in Africa). OHADA has made, and is making, a significant contribution in updating its Member States’ legal systems and in creating a secure legal milieu for investors, by issuing Uniform Acts on various aspects of the law. Examples of a Uniform Acts is the Uniform Act on General Commercial law which covers the status of commercial operators, the commercial registry, the leasing of commercial premises, the operation and sale of business, commercial intermediaries and the sale of goods. We also have the Uniform act on Accounting law which sets out comprehensive provisions for accounting organization, the obligation to present annual accounts, rules for the evaluation and determination of net income, auditing, publication of accounting information, consolidated accounts and criminal penalties. The Uniform Act on Arbitration Law also provides a forum where disputes between the parties could be resolved out of court- thus saving the businesses time and expenses.”

HOW EASY IS IT TO DO BUSINESS IN YOUR JURISDICTION? “There is a one-stop-shop process which substantially reduces the length of the period of incorporation from 30 days to 72 hours. Even though some regions in Cameroon are still piloting the one-stop-shop, our Law Firm has a track record of incorporating companies within one to two weeks.”

registering a company according to it’s kind. The minister of Trade is responsible to indicate the capital of each kind of these companies. The main advantage of this new law is that it covers every detail from formation of a company till termination of that company. According to article No. 8 of this law it has indicated the main points which a company registration should contain.

Registration No. - name of the company – Legal Feature of the company – kind of a company – validity – capital – location of the company – name of the partners and the general manager. Law No. 29 in articles No. 218 – 222 has outlined also the corporate matters for merger & acquisition.

In December 24, 2008 law No. 34 has been issued and which indicates the condition for registering a foreign company in Syria. Due to my long experience Oussi Law Firm was chosen by legal 500 EMEA as a Recommended Firm in the following practice area : Corporate & M&A for 2011 & 2012, and was recommended by Global Law Experts as recommended Attorney, without forgetting that my firm is a member in the International Law Referral.

It is worthwhile to indicate also that I was granted the award for doing business from world bank in recognition for 4 years of partnership. The firm offers a full range of legal services and its associated with a comprehensive network of distinguished experts and consultants in the field of business management, economic feasibility studies. The firm’s activities are conducted by several professional reputed lawyers dedicated to serve their clients the very best of legal services. Moreover, reliable contacts are maintained with other firms in Syria, Middle East, Europe and USA.”Oussi would like to carry the firm’s good work into the future.

“Being a lawyer offering legal services there’s no big deal like in business. The big deal is when I gain a case for a client who has all the rights to gain it.

“My plans for the future involve in doing the best for my firm and continue with my policy of being honest and correct in all my dealings with my clients, which is the best of ensuring they utilize my service again and the bond sustains perhaps for lifetime.”

Continued on the next page...

Company: CENTRAL LAW Honduras Name: J Humberto Medina-Alva Email: jhmedina@central-law.com Web: http://honduras.central-law.com Address: San Pedro Sula, 1ª Calle entre 9ª y 10ª Ave, Edificio Nova Prisa segundo Nivel (PO BOX 10) San Pedro Sula Honduras Telephone: +(504) 2550-2800/2155

Gabriel Oussi is partner at Oussi Law Firm, he comments: “The necessity for development obliged the law makers to issue a new law for commerce and a separate one for corporate.

“Corporate law No.3 dated 13.3.2008 was issued to regulate this sector in a separate law which was before together with commerce law. Corporate law No.3 was not very ideal for that period of time specially investors started to make their plans to invest in that area of the world, so the lawmakers found that it is very necessary to make some amendments to this law and issues a new one No.29 dated 14.2.2011. It’s clear that a company will not have it’s body without registering it at the Ministry of Economic – department of company registration the law indicates the requested documents for

Company: Nico Halle & Co. Law Firm Name: Nico Halle Email: hallelaw@hallelaw.com Web: www.hallelaw.com Address: B.P. 4876 Douala, Immeuble MayManga 2012Bell, / Pharmacie Bell, 8 Avenue Douala Face SGBC Bali, Douala, Cameroon.

Telephone: +237 33 42 64 79

53

SECTOR SPOTLIGHT:

Forming companies & doing business Carlos Manuel Martinez is Partner at Corporate Legal Services PwC Mexico, he comments: “Mexican legislation has notoriously been modernized in the past 30 years with the incorporation and promotion of the foreign investment in Mexican companies, adapting to regulatory and international environments in which the manufacture, touristic, and service industry, among others, have emerged to be an ideal area for investment.

The regulatory processes are a priority for the Mexican governments; therefore there has been a pronounced tendency to facilitate the incursion of foreign investments in Mexican companies. Depending on the characteristics of the investment, (amount of the investment, transfer of technology, job creation, location of the investment, environmental effect, among others) the government in some states offers different incentive to investors. Likewise, other funds were created to incentivise research and development of such investments. We offer to perform analysis, made on a case by case basis, to determine the incentives that can be applied since they vary from if whether they are federal, state or municipal. Likewise, Mexico is strategically located to serve the NAFTA region and is quite competitive to serve the emerging South American region.Finally, Mexico has qualified Managerial and Blue Collar workforce. Mexico has developed a very friendly environment to do business for national and foreign investors. Banking and credit facilities are available regardless of the origin of the investment, either national or foreign. (In fact, most banking institutions have foreign investment).”

CAN YOU HIGHLIGHT THE KEY CHALLENGES OF INCORPORATING OFFSHORE/FOREIGN COMPANIES?

Federation of Nigeria 2004 (“CAMA”, which is the principal legislation that regulates the affairs of Nigerian companies) such as a private company limited by shares; a private company limited by guarantee; and a public company limited by shares.

The difference between the 3 structures mentioned above is that for a private company limited by guarantee, the Company will be required to obtain the consent from the Attorney General of the Federation before the company is incorporated. While the public company limited by shares is required to register its shares with the Securities and Exchange Commission “SEC”) (which is the regulatory body governing public companies in Nigeria). The private company limited by shares is the most common company structure that is adopted, and one of the reasons for this is that the minimum share capital is low, at N 10,000.00 (ten thousand Naira). There is also no requirement to register its securities with the SEC, or to seek the consent of the Attorney General of the Federation.

AS WE SLOWLY RECOVER FROM THE ECONOMIC DOWNTURN, DO YOU HAVE ANY PREDICTIONS FOR THE NEXT 12 MONTHS IN TERMS OF DOING BUSINESS IN YOUR JURISDICTION?

As a result, the banks are better capitalised as are able to find new investors. Another recent reform is the universal banking model to be adopted by all Nigerian banks, which has restricted the range of activities that banks can engage in. Under the current policy, banks are required to focus on their core banking business and to divest from non-banking business. As the above policies are still in the process of being implemented, this will enable the banks to provide better funding and financing to businesses in Nigeria.

AS WE SLOWLY RECOVER FROM THE ECONOMIC DOWNTURN, DO YOU HAVE ANY PREDICTIONS FOR THE NEXT 12 MONTHS IN TERMS OF DOING BUSINESS IN YOUR JURISDICTION?

Walid Nasser is partner at Walid Nasser & Associates, he comments: “The Lebanese legal system is relatively tolerant regarding foreign firms willing to conduct businesses in Lebanon.

“Over the past decades, the investment environment has been experiencing very dynamic changes, especially in key industries such as automotive, auto parts, mining and health, among others. Regardless that we are in election year for presidential office, we do not visualize a negative effect on the business environment.”

“Foreign firms can establish branch offices in Lebanon and conduct the same business that the parent company conducts abroad. In addition, foreign firms can establish representative offices in Lebanon the purpose of which is to engage in promotional activity for the products of the parent company.

A representative office is a non-commercial and non-taxable entity. Both branch and representative offices should obtain a license from the Ministry of Economy and Trade before they could start operating in Lebanon. In addition to the license, branch offices should also be registered with the Register of Commerce where the branch has its main address.

Furthermore, foreign firms can also establish subsidiaries in Lebanon either as joint-stock companies or as limited liability companies. Each of those companies requires a minimum of 3 shareholders.

“We assist foreign investors and promoters who desire to do business in Nigeria. In this respect, we provide advice on the various requirements for the formation of a company (or other form of business organisation) and are primarily responsible for the process of incorporating the relevant company with the Corporate Affairs Commission (our Companies’ Registry). We also provide assistance with obtaining the foreign investment approvals required by Nigerian companies with foreign shareholders, and who may wish to employ foreign nationals. We also assist with obtaining any industry specific approvals that the company may require.”

HOW DOES THE INCORPORATION PROCESS DIFFER WHEN DEALING WITH DIFFERENT SIZED COMPANIES? WHICH COMPANY STRUCTURES ARE IN THE GREATEST DEMAND? The incorporation process will differ depending on the company structure that the Company intends to use. There are a number of company structures which are recognised by the Companies and Allied Matters Act Cap C20, Laws of the

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/ May 2012

NASSER & ASSOCIATES Civil Company Company: Nasser & Associates, Civil Company Name: Walid Nasser Email: walid@nass-law.com Web: www.nass-law.com Address: P.O. Box 116-2344, Beirut, Lebanon Telephone: +9611611337

The Nigerian economy has been seeing a lot of changes in recent times, one of which is the ongoing restructuring of the banking sector which commenced in 2010. One offshoot of the bank restructuring is the establishment of the Asset Management Corporation of Nigeria, which was created to acquire bad debts from the banks.

“One of the main challenges we detect would be the understating of the Mexican legal and business environment by foreign investors. Our experience with international clients with the structuring and negotiation of their ventures, with partners and governments, as well as our Worldwide Corporate Secretarial services Network enables us to better “translate” the Mexican legal and business environment to our client and help them achieve their goals.”

Jumoke K. Lambo is a Partner in the law firm of Udo Udoma & Belo-Osagie. As partner, she co-heads the firm’s Telecommunications, Immigration and employment law teams and oversees Alsec Nominees Limited, our company secretarial practice. Jumoke commented:

can only engage in the following activities (i) buying shares in existing Lebanese or foreign joint-stock or limited liability companies, (ii) managing such companies, (iii) granting loans to said companies, and (iv) licensing the use of the intellectual property they own. All shareholders of a holding company can be non-Lebanese nationals.”

In the case of joint-stock companies, the Lebanese law requires (i) that at least two of the shareholders be Lebanese nationals, and (ii) a minimum capital of 30,000,000 LBP (equivalent to USD 20,000). The capital should be deposited with a Lebanese bank. In the case of limited liability companies, all three shareholders can be non-Lebanese nationals except in certain specific businesses where the majority should be Lebanese nationals.

The minimum capital of the limited liability companies is 5,000,000 LBP (equivalent to USD 3,333). It should be deposited with a Lebanese bank. Also, a foreign firm can establish an offshore or a holding company. In Lebanon, both the offshore and the holding company take the form of a jointstock company. Offshore companies (i) cannot engage in any business activity in Lebanon, and (ii) all of its shareholders can be non-Lebanese nationals. The chairman of an offshore company can be a foreigner. As for holding companies, they

Company: Oussi Law Firm Name: Gabriel Oussi Email: go-law@oussico.net Web: www.oussico.net Address: Salhiye – Shouhada Str. P.O. Box: 2506, Damascus – Syria Telephone: +9631133500090/1

Company: Pricewaterhouse Coopers, S.C. Name: Carlos Manuel Martinez Email: carlos.manuel.martinez@mx.pwc.com Web: http://www.pwc.com/mx/es Address: Ave. Rufino Tamayo 100, Colonia Valle Oriente, San Pedro Garza García, Nuevo Leon, Mexico, C.P. 66269 Telephone: +52 (81) 81 52 2043

Company: Udo Udoma & Belo-Osagie Name: Jumoke K. Lambo Email: jumoke.lambo@uubo.org Web: www.uubo@uubo.org Address: St Nicholas House, (10th & 13th Floors), Catholic Mission Street, Lagos, P.O.B. 53123 (Ikoyi), Nigeria.

Telephone: +234 1 462 2307 – 12

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Forming companies & doing business

Acquisition International speaks to George Themistocleous Sole shareholder and director of the company Auditchart Ltd, who started the firm 15 years ago (April 1997) as a sole practitioner, while late 2004 they had incorporated Auditchart Ltd and all the business undertaken by the Company.

“As a professional audit firm, the main services we are offering are Auditing and Accounting, Tax planning and advisory, VAT services, Management and Consultancy services. Additionally to all the above, Corporate services (incorporation of companies in Cyprus and abroad, assisting in opening bank accounts, starting up services, secretarial etc) is a significant service which we provide to clients, giving at the end the feeling of one-stop shop.

A simple Limited Liability Company is only available type of Company for incorporation at the moment in Cyprus. This can be a single member company (same person as shareholder / director / secretary) or based on clients’ request. No minimum share capital is required by law, while it is common to have Companies with approx €1000 share capital and more. The Company’s Registered office must be situated in Cyprus, while shareholders and directors can be individuals living in Cyprus or not (Cypriots or foreigners). For tax purposes it will be essential to keep always the majority of the Board members being persons living in Cyprus in order to keep the Company’s “management and control” locally.”

WHY DO YOU THINK SOME REGIONS ARE WITNESSING SUCH LARGE GROWTH IN FORMATION LEVELS DESPITE THE ON-GOING DIFFICULT CLIMATE?

“This definitely is due to the financial and political stability of these jurisdictions, in connection definitely with other opportunities offered there, such as tax incentives, location with easy access to neighbouring countries, logistics facilities, multilingual and professionally educated / trained personnel. The role of easy and straight forward procedures on Company’s incorporation and its operation is always of a great importance.”

HOW DOES REGULATION IN YOUR JURISDICTION BENEFIT BUSINESS GROWTH? WHAT CAN YOUR JURISDICTION OFFER TO PROSPECTIVE COMPANIES? “This can be of a great importance, since we can consider that Cyprus, as one of the leading financial centres in the world can offer many incentives for

ACQUISITION INTERNATIONAL

new business set up, as well as their growth. Almost all the above are really common into Cyprus and were always the tools used to attract foreign investments.

Setting up of a holding or trading company, in a strategic location like Cyprus have (crossroad of Europe – Middle East – Africa) with friendly people and nice climate throughout the year was of a high importance as well.”

CAN YOU PLEASE EXPLAIN LOCAL REASONS FOR INCORPORATION?

“Tax environment with simple and stable legislation, Multilingual, well trained and educated personnel, secure, modern and of a high standard services received by banks, lawyers and accountants, nice climate, good quality of life, latest technology used on telecommunications and transportation infrastructure are some of the reason Cyprus attracting new incorporations.”

HOW EASY IS IT TO DO BUSINESS IN YOUR JURISDICTION?

“As soon as a Company’s incorporation procedure will be completed (takes max 10 working days) all the rest procedures for the local registration of the company to authorities will not be longer than 1-2 days. Bank accounts can be opened within a day, while application for bank facilities are normally examined by the relevant departments of the different banking organisations. Since a Company is registered with the Inland Revenue Department (Income Tax Office) and is considered as Tax Resident in Cyprus, the applicable Corporate Tax rate will be just 10%, while gains from securities trading, dividends income and interest might be not subject to taxation if certain requirements are met. No WHT on dividends paid to non Cyprus tax residents who receive dividends is applicable.”

HOW DOES THE INCORPORATION PROCESS DIFFER WHEN DEALING WITH DIFFERENT SIZED COMPANIES? WHICH COMPANY STRUCTURES ARE IN THE GREATEST DEMAND?

“As I had already explained there is just one type of Company in Cyprus and the procedure for its

incorporation is straight forward. In Cyprus we can see many different company structures which are considered as “popular”, but definitely holding / investment companies, trading (mainly wholesale) companies, consulting (IT and general consultancy) companies and shipping companies are the most common and really attracted into Cyprus. The reasons for the above structure types are different, but as common general reason we can consider the tax incentives and reputation of Cyprus into the international financial centres environment.”

CAN YOU HIGHLIGHT THE KEY CHALLENGES OF INCORPORATING OFFSHORE/FOREIGN COMPANIES?

“As we are living in a new business environment and businesses are expanding easily to new jurisdictions, under corporate structures which are created for various reasons (decrease of costs, attracting new markets, use of materials, use of tax incentives etc).

Based on all the above it is not easy for investors to decide the final jurisdiction(s) where to set up their companies, since a really careful decision is required.

We are extremely confident that, using the Cyprus environment and legislation, is one of the most ideal ones. Cyprus as an EU member can offer great solutions for European entrepreneurs or business from third countries to set up their HQ or regional offices and easily can be considered as the entrance or exit of Europe.”

Company: Auditchart Limited Name: George Themistocleous Email: george@auditchart.com Web: www.auditchart.com Address: 131 Gladstonos str, Kermia Court 2nd floor, PC 3032 Limassol, Cyrpus Telephone: (+357) 25.204.000

May 2012 /

55

DEAL DIARY: Deal index

DEAL DIARY — Deal index 57

ACQUISITION OF BYGGERIETS FORSIKRINGSSERVICE

62

BSS ACQUIRED

57

TOP LEAGUE ACQUISITION

62

EQT III SELLS LEYBOLD OPTICS

57

JTC GROUP RECEIVES GROWTH CAPITAL

63

AXLOAD ACQUISITION OF MAJORITY OF SHARES IN MENNENS GROUP

58

CRUISE TRAVEL TAKEN OVER BY ANWB

63

AMGEN ACQUISITION OF 95.6 % OF SHARES IN MN

58

RUBIS ACQUIRES HALF OF TURKISH DELTA PETROL

63

CHRISTIE ACQUISITION OF ORRIDGE BUSINESS SALES

58

DEUTSCH GROUP SAS ACQUIRED

64

RAISIO ACQUISITION OF PASTA MAKER SULMA

59

ELMIN STAKE ACQUIRED

64

ADUNO GROUP ACQUISITION OF REVI-LEASING UND FINANZ AG

59

51% OF AL OYOUN AL DAWLI HOSPITAL IN EGYPT ACQUIRED

64

RIYADA ENTERPRISE DEVELOPMENT ACQUISITION OF 50% STAKE IN THE ENTERTAINER

59

KUWAIT’S BURGAN BANK ACQUISITION OF EUROBANK

65

ROMBAT SA ACQUIRED

60

J.C. FLOWERS & CO ACQUISITION OF FIDEA

65

SCAW SOUTH AFRICA ACQUIRED

60

FTC TRUST ACQUIRED

66

AUREOS INVESTMENT IN THERAPIA HEALTH

60

IMMOFINANZ GROUP ACQUISITION OF GOLDEN BABYLON

66

UCC HOLDINGS ACQUISITION OF UNITED COFFEE

61

INTERNETSTORES AG INVESTMENT

66

UNIVERN ACQUIRED

61

HAPPY DAYS INVESTMENT

61

MEXICO’S NEMAK ACQUISITION OF J.L. FRENCH

62

BLACKSTONE-BACKED JAGRAN PRAKASHAN ACQUISITION OF NAIDUNIA

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/ May 2012

ACQUISITION INTERNATIONAL

DEAL DIARY:

M&A from around the world ACQUISITION OF BYGGERIETS FORSIKRINGSSERVICE Gjensidige Forsikring ASA of Norway has acquired Byggeriets Forsikringsservice A/S, a Copenhagen-based insurance company, from Dansk Byggeri. Terms of the deal were not disclosed.

MHS Corporate Finance acted as the exclusive financial advisor to Gjensidige Forsikring ASA in a private acquisition process, which led to the successful acquisition of 100% of the shares in Byggeriets Forsikringsservice A/S. Managing Partner Martin Muff led the team. MHS Corporate Finance also advised Gjensidige Forsikring ASA on the divestment of Hjelp24 in 2011.

Kromann Reumert represented Gjensidige Forsikring ASA and yes, we do have a long-standing working relationship with that client. Mr Jens Steen Jensen, who is a partner of Kromann Reumert, led the team.

TOP LEAGUE ACQUISITION

JTC GROUP RECEIVES GROWTH CAPITAL

CapMan Russia, a leading Russian private equity fund managed by CapMan, has acquired a minority stake in Top League. Top League is one of the top sporting goods retail chains in Russia with attractive growth prospects. The objective of the transaction is to accelerate Top League’s expansion across Russian regions in the coming years.

Founded in 1995, Top League is currently the largest sporting goods retailer in Southern Russia and among the Top-3 national retail chains in the sector. The group includes multi-brand stores Top League and Manbition, a B2B sports equipment centre, an online store and mono-brand stores for Nike, Quicksilver and Bosco Sport, as well as discount centres. Today, the chain consists of 55 stores located in 16 cities in Southern, North-Caucasus and Central Federal Districts of Russia, including Krasnodar, Sochi, Rostov-onDon, Volgograd, Stavropol and Voronezh. The company is headquartered in Krasnodar and it has a distribution centre in Domodedovo near Moscow.

CBPE Capital LLP (CBPE) has invested growth capital into JTC Group, an independent provider of trust, corporate and fund services.

“The Russian sports retail market has significant growth potential. Especially the segments where Top League is operating show considerable promise, such as multi-brand stores that carry well-recognized international brands.

The company is a strong player with a solid market position and proven business model, and is therefore wellpositioned to broaden its presence in the Russian regions”, says Alexander Vlasov, Partner at CapMan in charge of the investment.

Alexey Pshenichny, CEO of Top League, underlines the importance of CapMan’s investment for the company’s development: “This transaction will support Top League’s nationwide expansion. Our aim is to enter the sports retail market in Central and Volga regions as well as Moscow.

In line with this objective, we are targeting to reach 150 stores and an annual turnover of more than €200 million by 2016. I am confident that we will accomplish this goal in co-operation with CapMan.” Following the investment, CapMan Russia fund now owns a significant minority stake in the company, while the remaining shares are held by the management team. CapMan Plc is a significant investor in the CapMan Russia fund.

Headquartered in Jersey, a leading international finance centre, JTC Group has operations in six jurisdictions, more than 160 employees and a worldwide client base.

The business is embarking on a strategic growth plan, designed to take advantage of positive market drivers and industry conditions, by increasing its geographical network and bolstering its capabilities to meet clients’ demandsfor a sophisticated global provider in this space.

Nigel Le Quesne, Group Managing Director, states: “As the rapid pace of globalisation continues, businesses and high net worth individuals are looking for a service provider with the necessary technical skills and regulatory knowledge to protect, manage and enhance their assets across multiple jurisdictions. JTC has the specialist expertise and understanding of the regulatory environments to maximise clients opportunities and provide solutions that are effective and compliant.”

Kinetic Partners was employed by JTC Group to undertake independent regulatory risk and compliance due diligence prior to acquisition. The team at Kinetic Partners was led by Monique Melis, Global Head of Regulation and Consulting, assisted by Claire Simm.

Melis commented: “Vendor due diligence was a favourable option as it was less intrusive, more cost effective and provided an independent expert’s report that was shared with all parties involved in the transaction. Vendor due diligence allows a firm more control and oversight over the process and the messages delivered are clear and consistent. It ensures that key risks are highlighted, assessed and that possible areas for development are identified.”

Contact Details: www.salomons.com

GJENSIDIGE FORSIKRING ASA OF NORWAY ACQUISITION OF BYGGERIETS FORSIKRINGSSERVICE A/S

CAPMAN RUSSIA HAS ACQUIRED A MINORITY STAKE IN TOP LEAGUE

Legal Adviser to the Purchaser

Legal Adviser to the Equity Provider

CBPE CAPITAL BACKS JTC GROUP’S GLOBAL EXPANSION PLANS Debt Providers

Financial Adviser to the Vendor Financial Adviser to the Equity Provider Legal Adviser to the Equity Provider Financial Adviser to the Purchaser Legal Adviser to the Vendor

Regulatory and Risk Due Diligence Provider

Legal Adviser to the Debt Provider Financial Adviser to the Vendor Insurance Due Diligence Provider Tax Adviser

ACQUISITION INTERNATIONAL

Financial and Commercial Due Diligence Provider and Tax Adviser

May 2012 /

57

DEAL DIARY:

M&A from around the world CRUISE TRAVEL TAKEN OVER BY ANWB

RUBIS ACQUIRES HALF OF TURKISH DELTA PETROL

Cruise Travel has been acquired by ANWB. Cruise Travel will continue to be independent and the name will stay the same. It will be possible to book the cruises through ANWB shops and www.anwb.nl.

Rubis Terminal SA, the French company engaged in petroleum storage and distribution, has acquired 50% of Turkish oil storage facilities operator Delta Petrol Urunleri Ticaret AS, Reuters reported.

The cruise market has doubled over the past 5 years and more growth is expected in the next few years.

BDO Netherlands is a specialised audit and advisory firm that caters to medium sized companies that operate in the tour operator and leisure market.

BDO, auditors to Cruise Travel, reinforced a long lasting relationship on the deal spanning a numbers of years.

Bert Scholten, partner at BDO Netherlands led the team of 4/5 individuals.

Delta Petrol’s facilities are located in the Mediterranean port of Ceyhan, which serves as the terminus for the KirkukCeyhan and Baku-Tblisi-Ceyhan pipelines. The former transports oil from northern Iraq and the latter brings in crude from Azerbaijan, Reuters added in its article.

Paksoy acted as main counsel to the seller Med Energy on this transaction, with a core team composed of Serdar Paksoy (Senior Partner), Stephanie Beghe Sonmez (Foreign Counsel) and Esen Irtem (Associate). Serdar commented: “Delta Petrol and its main shareholder Med Energy have been clients of Paksoy for several years, during which the firm represented them on various M&A and commercial transactions.

“This was a complex deal involving entities in Turkey, Lebanon, France and the Netherlands. Another challenging aspect was the need to carve out certain assets relating to other operations of the sellers from the joint venture entity.”

Freek Haerkens, partner and member of the executive committee of Van Iersel Luchtman Advocaten led the team acting on behalf Rubis. Freek commented on their role on the deal: “We translating the terms of the joint venture that were negotiated with an international mind-set into their equivalents under Dutch corporate law.”

Contact Details: info@herguner.av.tr

CRUISE TRAVEL ACQUISITION OF ANWB

DEUTSCH GROUP SAS ACQUIRED TE Connectivity Ltd has completed the acquisition of Deutsch Group SAS. The transaction is valued at 1.55 billion euro (approximately $2.05 billion at current exchange rates) and is expected to be accretive to the Company’s adjusted earnings by approximately $0.20 per share in fiscal 2013, excluding acquisition-related costs. The acquisition of Deutsch, a leading provider of high-performance connectivity solutions for harsh environment applications, will significantly expand TE’s product portfolio and enable the Company to better serve customers in the Industrial and Commercial Transportation, Aerospace and Defense, and Rail markets.

“We are excited to bring together TE and Deutsch, two of the most trusted names in our industry. Deutsch has a long history of leadership and innovation and its complementary product line will enable TE to offer the most complete range of connectivity solutions to our customers,” said Tom Lynch, Chief Executive Officer of TE Connectivity. “Together, our broad product range, global presence and shared commitment to innovation will create an even greater opportunity to serve the growing market for harsh environment connectivity applications.”

For reporting purposes, Deutsch will be included as part of TE’s Transportation Solutions segment. TE will provide an update to its fiscal 2012 outlook, including the impact of the acquisition of Deutsch, on its fiscal second quarter earnings call to be held on April 25, 2012.

TADDEO represented TE connectivity on the deal, with Julien Vaulpré, managing director leading the team, he commented: “We created a favourable environment for the deal toward political and administrative authority as well as with the media. We help TE navigate in the French environment (politics, media, and trade union). We introduced TE to the key ministers, we talked to the media well in advance to make sure we were under the radar; we negotiated the key authorization delivered by the French state for having the right to do the deal. We also help them to negotiate social commitment with Wendel during the deal.”

RUBIS SCA ACQUISITION OF 50% OF DELTA PETROL ÜRÜNLERI FROM MED ENERGY SAL

DEUTSCH GROUP SAS ACQUIRED

Advisers to Med Energy

Debt Provider and Financial Adviser

Legal Adviser Advisers to Rubis

Legal Adviser to European Antitrust

Tax Services

Accounting Diligence

HR Consulting

Common Notary

Legal Adviser

PR / Communications

ALIXIO

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ACQUISITION INTERNATIONAL

DEAL DIARY:

M&A from around the world ELMIN STAKE ACQUIRED Kerneos, world leader in calcium aluminates it has acquired a 54% stake in the capital of the Greek company Elmin, the leading European exporter of monohydrate bauxite.

A Greek mining company founded in 2000, Elmin extracts, processes and sells monohydrate bauxite on industrial specialty products markets. Its annual sales volumes of roughly 500 Kt involve exports to Europe, Asia, the Americas and Africa, and its reserves stand at several tens of millions of tonnes.

Kerneos is bolstering its position as a reference supplier able to satisfy its customers’ needs in the building chemicals and refractories industries by securing long-term access to one of the key raw materials required for part of its range of calcium aluminates.

Lambadarios represented Kerneos on the deal. The team was led by Constantinos Lambadarios and Prokopis Dimitriadis both Partners at the firm, they collectively commented: “The main challenge was the very strict timeline required for the completion of the transaction due to the importance for both Buyer and Seller. We created a 24/7 team of lawyers for conducting the due diligence exercise as well as to prepare the documentation and the closing here in Athens. We had two dedicated partners assisted by 4 senior associates to be able to complete on time. This project was set as top priority for all the team and we organized internally to move other projects to other members of the firm to avoid delays in getting back on queries and being always available for the client to solve the complex legal issues that arose during the transaction.”

51% OF AL OYOUN AL DAWLI HOSPITAL IN EGYPT ACQUIRED

KUWAIT’S BURGAN BANK ACQUISITION OF EUROBANK

EuroMena II, one of the most active private equity funds in the Middle East has acquired 51 percent of ‘Al Oyoun al Dawli Hospital,’ one of the most prominent medical centers for eye surgery and treatments in Egypt. This is the first investment in the healthcare sector in Egypt post the January 25 Revolution. Financial Advice Corporate Transactions S.A.E. FACT the leading Investment Banking Firm in Egypt acted as financial advisers on the deal. Miss Sahar Hassan – Executive Director – Shareholder and Board Member and Sherif Abdellatif – Executive Partner led the team, they commented: “The transaction nature as well as industry were attractive, the entity results helped maintain the appetite. The projections were conservative and the bottom line figures coincided with what we had predicted and advocated in the Information Memorandum. For the past 14 years FACT has concentrated on representing a few clients on investment banking deals and only when we were all convinced that it was a “bankable” deal; while we shied away from many transactions that might have appeared attractive but not necessarily closable deals.” DLA Matouk and Bassiouny acted on behalf of EuroMena, a long-standing working relationship with this client. Omar S. Bassiouny, Executive Partner of the firm and Head of Corporate/M&A, he commented: “The challenges emanated primarily form the political conditions and uncertainty prevailing in Egypt during the transaction negotiations and closing. We exerted our best to bridge the gap between Sellers and Purchaser and exerted our best to address the risks emanating from such uncertainty in the transaction documentation.” Fares Abi Nader Senior Manager led the Ernst & Young France team acting in behalf of EuroMena Funds, a long standing working relationship with the client as they conduct most of the company’s acquisition IT assessments. Fares Abi Nader commented: “The IT assessment conducted on the Information System of Al Oyoun Al Dawli hopistal aims to show the areas where the usage of the Information System is compliant with best practices and standards, and those areas where major improvements are needed.

The IT assessment was based on a series of standards-based criteria that include an inventory of what is there in term of business applications, infrastructure, organization and processes.” Tahoun acted on behalf of the Sellers on the deal. Nermine Tahoun, managing partner led the team, she commented: “The market instability led to providing terms to secure the Sellers right to receive their financial rights and to remain in the management of the company in case of force majeure and change in law circumstances in addition to the un-forecasted demonstrations that could delay any of the required formalities and procedures to successfully close the transaction. Our law Firm worked in due diligence to act as a deal maker and our firm together with DLA participated in reaching a winwin deal and providing secured articles for both parties.”

Kuwait’s Burgan Bank has acquired 99.26 % stake in Greek lender Eurobank EFG’s Turkey branch, Eurobank Tekfen.

Burgan Bank has acquired the stake for a consideration value of KD99 million ($355 million). BB has also agreed to purchase an additional portfolio of EFG’s Turkish non-cash loans totalling KD78 million.

The consideration will be fully funded internally by Burgan’s cash resources.

The final transaction is still awaiting approval from the Central Bank of Kuwait and Turkey’s Banking Regulation and Supervision Agency.

BB is the commercial banking arm of Kuwait Projects Co. and has a presence in Kuwait, Jordan, Iraq, Algeria, and Tunisia. The deal is expected to be finalized in the third quarter of 2012.

Contact Details: nmt@tahoun.com

Samer A. KATERJI Managing Director Middle East Investment Banking Citigroup Global Markets Limited

Building 2, Level 7 Dubai International Financial Centre Sheikh Zayed Road, Dubai, UAE P.O. Box 506560 Tel: +971 4 5099708 Mobile: +971 50 4556501 Fax: +971 4 3700280

Contact Details: www.dlapiper.com/egypt

KERNEOS ACQUISITION OF A STAKE IN ELMIN

EURO MENA II ACQUISITION OF 51% OF AL OYOUN AL DAWLI HOSPITAL

KUWAIT’S BURGAN BANK ACQUISITION OF EUROBANK

Strategic Due Diligence

Financial Adviser to the Seller

Investment Banking Advisory

Financial Due Diligence Provider Legal Due Diligence and Legal Adviser to the Buyer Legal Adviser to the Seller

Financial Due Diligence

Financial & Tax Adviser to the Purchaser

Legal Adviser to the Purchaser Legal Adviser to the Purchaser IT Due Diligence Provider

ACQUISITION INTERNATIONAL

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DEAL DIARY:

M&A from around the world J.C. FLOWERS & CO ACQUISITION OF FIDEA

FTC TRUST ACQUIRED

KKBC Group has reached an agreement with J.C. Flowers & Co. for the sale of its subsidiary Fidea for a total consideration of 243,6 million euros, including 22,6 million euros pre-completion dividend and subject to pricing adjustments on closing accounts.

Vistra, a leading global provider of corporate, trust and fund administration services has acquired FTC Trust in the Netherlands, following approval of the deal from the Dutch Central Bank on 14 March 2012.

With this transaction, Fidea will become part of an international well-established private equity group specialised in participations/ investments in the financial services sector. Besides Fidea the portfolio of J.C. Flowers & Co. already contains a number of financial groups such as Pension Corporation (U.K.), NIBC Bank N.V. (The Netherlands) and BTG Pactual (Brazil). Through its investment funds, J.C. Flowers & Co. has owned and operated financial institutions, including insurance companies, across Europe for many years.

Laurent Legein, partner, and Tom Vandebosch, senior associate led the Cleary Gottlieb Steen & Hamilton team that acted on behalf of J.C. Flowers & Co. LLC and the investment funds advised by it.

Credit Suisse represented JC Flowers & Co on the deal reinforcing long standing relationship with JC Flowers .

Deloitte JC Flowers & Co LLC and its coinvestors acted on behalf of the investors on the deal reinforcing a long lasting relationship.

Jérôme Lecoq, partner – Assurance and Pierre Masset – partner - Corporate Finance led the team. They collectively commented: “Over years, Deloitte in Luxembourg has provided due diligence services to this client in relation to different acquisitions in the life insurance sector”. “Deloitte coordinated from Luxembourg the provision of a multidisciplinary and cross-border expertise which enabled to respond to the different areas of assistance required by our client in order to complete the deal.”

The acquisition will bring Vistra’s staff numbers in the Netherlands to 60, with FTC Trust expected to be rebranded under the Vistra umbrella during the second quarter of this year.

Founded in 1990, FTC Trust has built up a strong reputation in the market over the last twenty years with a management team that combines over 75 years’ experience. In 2006, FTC Trust moved to its new Head Office in the prestigious World Trade Centre hub at Amsterdam’s Schiphol Airport. With additional offices in The Hague, Antwerp and Brussels, FTC Trust provides international clients with a comprehensive range of services including company formation, management and domiciliation and corporate services.

Blenheim represented all the selling shareholders of FTC trust, the target-company on the deal. Mr. Jeroen P.P. Latour founding partner of the Amsterdam based corporate niche law-firm Blenheim acted as leader of the Blenheim M&A team. Mr. Jeroen P.P. Latour commented: “It was a very pleasant experience and a fruitful working relation with the representatives of Vistra. The completed transaction is obviously a win-win result for all parties involved. The biggest challenge was managing the intense time schedule, due to the fact that parties wanted to consummate the cooperation on the shortest possible notice.”

Towers Watson was responsible for performing the actuarial valuation of the life and non-life business of Fidea.

Karel Goossens, director at Towers Watson in Brussels was overall responsible for the valuation while Jan De Roeck, director at Towers Watson in Brussels was responsible for the life valuation. Both Karel and Jan have a longstanding relationship with both KBC and Fidea.

Particularly challenging in this transaction was making sure nonBelgian market participants would understand the Belgian specific way of dealing with discretionary profit sharing and also the particular application of this by Fidea and the impact it had on value.

J.C. FLOWERS & CO ACQUISITION OF FIDEA

IMMOFINANZ GROUP ACQUISITION OF GOLDEN BABYLON IMMOFINANZ Group announces the signing of an agreement on 21 March 2012 for the purchase of the remaining 50% stake in the Golden Babylon Rostokino from the co-owner Patero. The Golden Babylon Rostokino shopping center in Moscow was developed as a joint venture with Patero, a local firm, and opened in November 2009.

The parties have agreed not to disclose any information on the purchase price. The closing took place on 16 May 2012.

“The full takeover of the Golden Babylon Rostokino will double the rental income from our most profitable shopping center – an important milestone for the Group. This additional income will significantly strengthen the earnings generated by our asset management business. We will also move a major step closer to our goal of increasing EBITDA to EUR 600 million by 2012/13“, commented Eduard Zehetner, Chairman of the Executive Board of IMMOFINANZ Group.

Deloitte performed diligence on the performance of the Mall and the associated rent roll for Immofinanz, as well as supporting the calculation of the buyout price. The team comprised Stuart Smith (partner) plus Nikolay Gorbachev and Maria Balsevich, all from Deloitte Corporate Finance team in Moscow.

An Orrick cross-border team advised Immofinanz AG in its acquisition of the 240,000 square meter Golden Babylon – Rostokino shopping center in Moscow.

The team was led by Berlin and Moscow senior associate Dr. Joachim Homeister and supervised by partner Philipp Windemuth. English law assistance was provided by London of counsel Richard Moudiotis. Russian law assistance, including antitrust approval, was provided by Elena Homeister and Tatiana Miteva. The team began working with Immofinanz in 2006 when the transaction started as forward-financing contract.

The acquisition of Golden Babylon – Rostokino shopping center was Immofinanz’s largest ongoing transaction and required the quick and detailed work of the Orrick team to sign the latest SPA amendment in under a month.

Contact Details: jhomeister@orrick.com Contact Details: stusmith@deloitte.ru

VISTRA ACQUISITION OF FTC

IMMOFINANZ ACQUIRE THE REMAINING 50% STAKE IN GLA GOLDEN BABYLON ROSTOKINO Debt Provider

Legal Adviser to the Purchaser Legal Adviser to the Management Team & Vendor Financial Adviser to the Purchaser

Legal Adviser To The Purchaser

Financial Due Diligence Provider Financial Due Diligence Provider Legal Adviser to the Vendor

Financial Adviser to the Management Team & Vendor Legal Adviser to the Vendor

Financial Adviser to the Vendor Financial and Tax Adviser to the Vendor Pensions and Actuarial Adviser

Virtual Data Room Provider

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Property Valuer

ACQUISITION INTERNATIONAL

DEAL DIARY:

M&A from around the world INTERNETSTORES AG INVESTMENT

HAPPY DAYS INVESTMENT

EQT Expansion Capital II has acquired a minority stake and provides growth capital to one of the leading German online bike and outdoor retailer’s internetstores AG.

ISIS Equity Partners, investing funds from the Baronsmead VCTs, has completed a £3.7m investment in Happy Days Consultancy Limited (“Happy Days”) a Day Nursery operator.

Internet entrepreneur and founder René Köhler remains majority owner whilst the minority investor is bought out.

Aon M&A Solutions was representing the buyer EQT. Yes, Aon has a long-standing client relation with EQT in Europe.

Dr. Christoph von Lehmann, Client Director Europe and Hansjoerg Pezzei, International Project Director.

EQT Expansion Capital II was advised by Deloitte in the successful acquisition of a minority stake in internetstores AG, one of the leading European online shops for cycling and other outdoor products. Deloitte acted as financial and tax advisor to EQT. The Deloitte financial due diligence team was led by Karsten Hollasch and Nicole Käckenhoff.

Sanja Mikic led the tax workstream.

On the tax side EQT was advised by PwC. The PwC team was lead Dr. Axel Mielke (partner in the Tax M&A Group in the Frankfurt office of PwC). PwC supported EQT during the whole acquisition process in terms of tax structuring and SPA negotiations.

Happy Days was formed by Robin and Sarah Karkeek in 1991 out of their own need for childcare and currently has 16 sites across the South West of England, all managed from its head office near Newquay. Happy Days caters for children as young as three months to five years old, offering both full day care and sessional care that provide parents and their children flexible times at the nurseries to suit their individual needs.

Since they founded the business, Robin and Sarah have grown Happy Days to be the largest chain in the South West, and the business is currently the 13th largest for-profit child day care provider in the UK. In 2008, Jackie Arthur joined as COO before becoming MD in 2011 and Ian Sanders was recruited as FD in 2011 in order to strengthen the management team to support the growth of the business.

MEXICO’S NEMAK ACQUISITION OF J.L. FRENCH Sheboygan automotive castings supplier J.L. French Automotive Castings Inc. said Thursday that it has agreed to be acquired by Tenedora Nemak SA, a Mexico-based supplier in the aluminium automotive components business, for an undisclosed price.

J.L. French, which has six factories throughout the world and employs more than 1,900 employees, said the deal is subject to customary closing conditions and regulatory approvals.

Nemak, founded in 1979 and based in Monterrey, Mexico, has a focus on engine blocks and cylinder heads. Nemak operates facilities located in Asia, Europe and North and South America, and employs nearly 18,000 employees worldwide.

Deloitte Mexico, through its Transaction services line, assisted Nemak in the financial due diligence review.The Deloitte Mexico team efforts where led by Partner Raúl de la Cruz and Manager Markus Bakker.

Contact Details: www.strattonhr.co.uk

EQT EXPANSION CAPITAL II INVESTS IN ONLINE BIKEAND OUTDOOR RETAILER INTERNETSTORES AG

ISIS EQUITY PARTNERS INVESTMENT IN £3.7M INVESTMENT IN HAPPY DAYS CONSULTANCY LIMITED

MEXICO’S NEMAK ACQUISITION OF J.L. FRENCH

Tax Adviser

Organisation and Management Due Diligence Provider

Legal Adviser to the Purchaser

Legal Adviser to the Equity Provider and Debt Provider

Legal Adviser to the Purchaser Financial Adviser to the Purchaser

Financial Due Diligence Provider

Legal Adviser to the Equity Provider

Legal Adviser to the Vendor

Legal Adviser to the Vendor

Financial Adviser to the Vendor Corporate Finance Partners

Financial Due Diligence Provider

Risk & Insurance Due Diligence Provider

Tax Adviser

Financial Due Diligence Provider & Tax Adviser

ACQUISITION INTERNATIONAL

Environmental Due Diligence Provider

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M&A from around the world BLACKSTONE-BACKED JAGRAN PRAKASHAN ACQUISITION OF NAIDUNIA Jagran Prakashan has acquired NaiDunia Media Pvt Ltd, by buying the publishing house’s parent company Suvi Info Management (Indore) Pvt Ltd for an undisclosed amount.

The media firm, promoted by Vinay Chhajlani, publishes the Hindi newspaper Nai Dunia from Madhya Pradesh and Chhattisgarh.

NaiDunia currently does not have a full-fledged digital news property but operates a separate site which features the e-paper or the digital replica of its print edition. We have noticed that this e-paper site is not monetised ‘aggressively’, but it might change under the new ownership.

The newspaper (Nai Dunia), which has an average readership of 1.64 million, was started in 1947 and is published from Indore, Gwalior and Jabalpur in Madhya Pradesh and from Bilaspur and Raipur in Chhattisgarh. But this is quite puny compared to Dainik Jagran, which has an average readership of 16.41 million.

BSS ACQUIRED

EQT III SELLS LEYBOLD OPTICS

Kelway, the IT solutions and services provider, has acquired Business & Scientific Services Ltd (BSS), Ireland’s largest Microsoft Large Account Reseller (LAR) with operations in Belfast and Dublin.

EQT III has reached an agreement to sell German vacuum thin film technology company Leybold Optics GmbH (“Leybold” or the “Company”) to the Swiss family-held conglomerate Bühler Group (“Bühler”).

Following the acquisition, Kelway will be able to draw on BSS’ 25+ years of experience of providing best-of-breed solutions to government and enterprise organisations in Ireland. Kelway will also continue the Microsoft LAR relationship held by BSS. This enables Kelway to license Microsoft products for midsize and enterprise-level organisations across all of its EU Operations.

The Swiss technology group has a global footprint and specializes in the field of process engineering, especially production technologies and services for producing foods and advanced materials.

Phil Doye, Chief Executive Officer, Kelway, highlighted the importance of the deal to the company: “The deal represents a significant step forward for Kelway’s operations in Ireland. BSS has well-established bases in both Dublin and Belfast and coverage of all 32 Irish counties. By combining the two companies’ strengths we will look to maximise the value Kelway can bring to customers across the UK and Ireland” Willie McKee, Managing Director of BSS commented, “We are delighted to become part of the Kelway Group. Kelway’s status as a leading provider of IT services and solutions is extremely positive for both our staff and clients.”

Commenting on Kelway’s new Microsoft LAR status, Dan Laws, Managing Director, Kelway said “I’m excited by the opportunity that this acquisition brings to Kelway and our clients. We anticipate significant growth opportunities within our software licensing business as we look to integrate BSS into the broader Kelway group” PwC acted on behalf of Kelway, after being appointed as auditors and tax advisors last year. Matthew Gibson. Partner, International Tax Services led the team, he commented: “The timetable for the transaction was extremely testing for all parties involved. It meant we needed to respond to issues as they arose and provide our advice in real time.”

Contact Details: bbarthold@froriep.ch

BNP Paribas acted as financial advisor to EQT, the owner of Leybold Optics on the deal. Jochen Czelecz (Director, Frankfurt, picture above) led the M&ATeam of BNP Paribas and coordinated the different parties involved in the process. Joern Hagen Fuenfstueck (Vice President, Frankfurt) had day-today project responsibility, with further team members from Frankfurt, London, Paris and Hong Kong supporting the transaction.

Jochen commented: “As there was a truly international universe of potential buyers, it was key to run a very structured process, in order to keep momentum.

Pre-meetings with interested parties before the official process kick-off helped to get bidders up to speed, which was especially relevant for bidders with less experience in a buy-side process. Continuous interaction with multiple bidders until the end of the process helped to maintain maximum flexibility.”

Deloitte & Touche GmbH performed vendor, commercial and tax due diligence on behalf of EQT. Sanja Mikic, Karsten Hollasch and Nicole Kaeckenhoff led the team.

PwC represented Bühler AG on the deal. Dirk Stiller and Christine Mark led the PwC Legal team. Dirk is a partner of PwC and the leader of the German M&A practice. Christine is a salary partner of PwC.

JAGRAN PRAKASHAN ACQUISITION OF NAIDUNIA

KELWAY, THE IT SOLUTIONS AND SERVICES PROVIDER ACQUISITION OF BUSINESS & SCIENTIFIC SERVICES LTD (BSS)

BÜHLER GROUP ACQUISITION OF LEYBOLD OPTICS

Legal Adviser to the Purchaser

Legal Adviser to the Purchaser

Financial Adviser to the Vendor

Legal Adviser to the Vendor Financial Due Diligence Adviser to the Purchaser Tax Advisor to the Purchaser

Financial Adviser to the Vendor & Tax Adviser

Vendor Due Diligence Provider

Legal Advisers to the Purchaser

Legal Adviser to the Purchaser IP, Risk & Environmental Due Diligence Provider

Environmental Due Diligence Provider

Virtual Data Room Provider

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ACQUISITION INTERNATIONAL

DEAL DIARY:

M&A from around the world AXLOAD ACQUISITION OF MAJORITY OF SHARES IN MENNENS GROUP

AMGEN ACQUISITION OF 95.6 % OF SHARES IN MN

CHRISTIE ACQUISITION OF ORRIDGE BUSINESS SALES

AxLoad, top-ranking supplier of lifting and cargo securing products and services acquires the majority of the shares in Mennens Group from De Hoge Dennen Capital, a Dutch privately held investment company. Mennens is the leading provider of steel wire rope, cranes, lifting products and related services in the Benelux region with sales of 83 MEUR in 2011 and 420 employees. The combined revenue of AxLoad and Mennens will be approximately 350 MEUR.

Amgen (NASDAQ:AMGN), the world’s largest biotechnology company, and Mustafa Nevzat Pharmaceuticals (MN) has announced an agreement under which Amgen will acquire 95.6 % of shares in MN, a privately held Turkish pharmaceutical company, for an amount that values MN at US $700 million. The all-cash transaction will significantly expand Amgen’s presence in Turkey and the surrounding region, which are large, fast-growing, priority markets for Amgen.

With a heritage of nearly 90 years, MN is the leading supplier of pharmaceuticals to the hospital sector and a major supplier of injectable medicines in Turkey. It also has a successful and fast growing export business. MN had revenues of approximately US $200 million in 2011 and has grown on average at double-digit rates in local currency over the past five years.

Christie + Co, the transactional and advisory company of the Christie Group, has acquired Orridge Business Sales, the specialist pharmacy business agents for an undisclosed consideration.

Tauw was involved in Project Flower by providing Environmental Due Diligence, Technical Due Diligence and a second opinion on existing Valuation reports. Tauw was retained by AxLoad of Sweden.

The Tauw team was led by Flip Kips, Senior project manager, he commented: “Target Mennens Group in the Netherlands is a mid-sized company in hoist and lifting equipment, inspection and consultancy operating from seven sites in the Netherlands and Belgium. Tauw also performed follow-up Phase II soil & groundwater investigations as zero-level benchmarks. Furthermore Tauw was involved in specific SPA advice. The DD process can be characterised as very thorough in-depth assessments. The process was excellently led by the Swedish management. Enough attention and time was given to communication between the different DD parties, which contributed to the success of this deal.”

Mannheimer Swartling in co-operation with De Brauw Blackstone Westbroek represented AxLoad in the transaction. Mannheimer Swartling’s team was led by partners Martin Ericsson (M&A), Stefan Perván Lindeborg (competition law) and Thomas Pettersson (banking and finance). Ericsson commented: “It was a relatively complex transaction which included a roll-over concept with management as well as a simultaneous signing and closing.”

As a result of our good relationship with AxLoad, KPMG and KPMG Meijburg M&A Tax were mandated as financial and tax advisor to AxLoad on the acquisition of the Mennens Group. The joint Swedish/Dutch KPMG team was led by Anders Johansson (Financial) and Arnout Haeser (Tax) and performed both due diligence, structuring and SPA assistance. The close cooperation between all parties involved and the good coordination of the transaction has significantly contributed to the success of this deal.

AXLOAD ACQUIRES MAJORITY OF SHARES IN MENNENS GROUP Buyer Legal Advisers

The transaction has been approved by the Board of Directors of each company. Completion of the transaction is subject to customary closing conditions, including regulatory approvals.

Amgen’s focus on Turkey and the surrounding region is part of a broad international expansion strategy for the Company. Amgen established an affiliate in Turkey in 2010 and currently markets two products, with plans to develop its robust pipeline of clinical candidates for the benefit of patients in Turkey, as well as other markets around the world.

Paksoy acted as the legal advisor for Amgen, Inc. on this deal. Serdar Paksoy (senior partner), Elvan Aziz (M&A partner) and Togan Turan (competition partner) led the team, they collectively commented: “This project concerned sale of a regulated company through a competitive bidding process. As the target was a company established over 50 years ago, size of the documents to be reviewed was substantial including nearly 1000 agreements. More than 10 lawyers were involved in the due diligence phase. As it was a competitive bidding process, the due diligence and SPA negotiations developed rather rapidly. Therefore, it was important for our client to work quickly and efficiently, which we have supported through our different departments including M&A, regulatory, employment, litigation, competition and tax.”

The acquisition of Orridge Business Sales by Christie + Co will create the UK’s largest specialist pharmacy agency and advisory practice. Christie + Co operates from a network of 14 UK offices, each serving a dedicated region of the country, and 13 international offices.

Commenting on the acquisition, David Rugg, Chief Executive of Christie Group and Chairman of Christie + Co, said: “This acquisition is extremely exciting for us and a natural expansion of our presence in the pharmacy sector.

Royds acted on behalf of Christie + Co on the deal.

Claus Andersen led the team assisted by Julian Rampton, he commented: “My task was to negotiate and complete the documents for exchange and then later completion.

“We were working towards a very tight time schedule. In addition, the seller of the shares is staying with the company after completion, so we had to make sure that the documents both set out the details of the share transfer but also worked as a basis of a future working relationship between our client and the seller.”

Contact Details: cka@royds.com

AMGEN TO ACQUIRE MUSTAFA NEVZAT

CHRISTIE ACQUISITION OF ORRIDGE BUSINESS SALES

Legal Adviser to the Buyer

Legal Adviser to the Purchaser

Financial Adviser to the Buyer Seller’s and Management’s Legal Advisers

Rabobank’s Legal Adviser

Legal Adviser to the Vendor

Financial and Tax Due Diligence Adviser to the Buyer

WILLIAMS LEGAL Risk & Insurance Due Diligence Provider

Financial & Tax Due Diligence Provider

Legal Adviser to the Vendor AxLoad Commercial Audit

AxLoad Environmental and Real Estate Technical Audit

ACQUISITION INTERNATIONAL

Financial Adviser to the Vendor

Systems Due Diligence Provider

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DEAL DIARY:

M&A from around the world RAISIO ACQUISITION OF PASTA MAKER SULMA

ADUNO GROUP ACQUISITION OF REVI-LEASING UND FINANZ AG

RIYADA ENTERPRISE DEVELOPMENT ACQUISITION OF 50% STAKE IN THE ENTERTAINER

Raisio has acquired Sulma in a deal that will allow it to reinforce its position in both the Polish and pasta market The deal, worth EUR2.4m (US$3.2m), includes Sulma’s intellectual property rights, in addition to fixed and current assets, Raisio said today (20 March). It will include the Sulma, Ideal and Makaron Nadodrzanski brands, all of which will be transferred to the Finnish food group.

Cashgate Ltd., a subsidiary of Aduno Holding Ltd., has acquired 100% of the shares in Revi-Leasing und Finanz AG, a subsidiary of Valiant Holding AG, effective retroactively as of 1 January 2012. The parties have agreed not to disclose the purchase price.

Riyada Enterprise Development (RED) has acquired a 50% stake

The acquisition, Raisio said, will allow it to reinforce its position in both the Polish and pasta market. The purchase will be made in cash and Raisio will not assume liabilities of the acquired brand.

Through its own sales network and distribution channels, Raisio said it aims to expand the market area of Sulma pasta products to cover the whole of Poland.

“The acquisition makes it possible to take advantage of synergies between the group’s market areas,” Raisio said With a large presence in western Poland, Sulma was founded in 1994 and owns production plants in Sulechów, near the city Poznan. The company employs around 85 staff who will be transferred to Raisio. Founder and managing director Teresa Juskiewicz-Kowalik will not, however, move to Raisio.

Net sales of the acquired operations totalled EUR3.9m in the financial year ended 31 December.

in The Entertainer, a consumer services company that offers two-for-one discount vouchers for restaurants, hotels, spas, and entertainment in the Gulf region.

Founded in Dubai in 2001, The Entertainer was born out of

Revi-Leasing und Finanz AG, a car leasing company, was founded in the Canton of Berne in 1984 and will be continued as a subsidiary of cashgate Ltd. All jobs at the Revi-Leasing und Finanz AG’s headquarter in Langenthal will be retained.

Froriep Renggli represented both Aduno Group and its group company cashgate Ltd. (both Zurich), the latter being the formal buyer.

Benton’s realization of a lack of connection between outlets and consumers in a growing market. “When I first came to Dubai, I was driving, and was struck by the number of good restaurants there were a bit out of the way,” shes says. “I thought, if people only had a little incentive to go to those restaurants, they would be a hit.”

Curtis acted as legal adviser to The Entertainer FZ LLC and its

The firm regularly acts as transaction counsel in M&A/ Transactions for the Aduno Group and has assisted them in various M&A, financing and corporate transactions over the last eight years.

shareholders on the deal. The Curtis team was led by Jeremy Miocevic, a Partner in the Private equity/M&A department of the firm’s Dubai office, he commented: “One of the main challenges we faced in structuring and negotiating the deal is that the Entertainer probably sits at the extreme range of the RED deal

M&A/Transaction partner Dr. Beat M. Barthold led the Froriep Renggli team which included partner Boris Wenger (Competition) and associate Philippe R. Stuber (M&A). Dr. Beat M. Barthold commented: “One of the difficulties was to assess and evaluate the portfolio of Revi-Leasing und Finanz AG and its associated risks which needed to be properly reflected and mitigated in the transaction documentation. Together with experts specialised in this particular financing world and a particular transaction structure combined with a smart share purchase agreement, these risks could be mitigated.”

scope in terms of being at the Medium Enterprise end of the SME range. This meant that many of the investment structures that RED would usually apply to its early stage investments were not necessarily applicable to The Entertainer and it took a lot of negotiation and resetting expectations on both sides of the deal to find a structure that accommodated the needs of all parties.

One of the reasons why Curtis were recommended to The Entertainer is the commercial understanding of Dubai based Curtis partner Jeremy Miocevic, gained during his former role with a private equity fund specialising in early stage companies.

This commercial understanding was invaluable in devising and negotiating a structure that suited all parties.

Curtis’

early involvement also allowed it to advise on the approach to investors and to introduce other advisers, which contributed to the transaction’s success.”

Contact Details: jmiocevic@curtis.com

RAISIO ACQUISITION OF SULMA Legal Adviser to the Purchaser

Financial Adviser to the Purchaser

ADUNO GROUP ACQUISITION OF REVI-LEASING UND FINANZ AG

RIYADA ENTERPRISE DEVELOPMENT ACQUIRES 50%STAKE IN THE ENTERTAINER

Legal Adviser

Legal Adviser to the Purchaser and the Equity Provider

Financial Due Diligence Provider

CULTIVUM Legal Adviser to the Vendor Financial Due Diligence Provider

Legal Adviser to the Vendor

WINIECKI DZIKOŃSKI I PARTNERZY KANCELARIA ADWOKACKA

Financial Adviser and Due Diligence Provider to the Vendor

IP Due Diligence Provider

Financial Adviser to the Vendor Commercial and Systems Due Diligence Provider

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ACQUISITION INTERNATIONAL

DEAL DIARY:

M&A from around the world ROMBAT SA ACQUIRED

SCAW SOUTH AFRICA ACQUIRED

Dutch company Metair International Holdings Coöperatief U.A., part of the South-African Group Metair Investment Limited has acquired leading car battery manufacturer in Romania, ROMBAT SA, has a new majority shareholder.

Anglo American plc has completed the $1.4-billion divestment of Scaw Metals Group with the sale of integrated steelmaker Scaw South Africa to a consortium led by South Africa’s State-owned Industrial Development Corporation (IDC) and Main Street for $440-million. Main Street’s shareholders include Izingwe, Southern Palace Group of Companies, and Shanduka Resources.

Theo Loock, Managing Director of Metair, stated: “Our investment in Rombat shows our confidence in Romania as country, Rombat as a business and the people in Rombat. We are proud to be the new shareholder in Rombat and now look forward to create a long and sustainable future for the business.”

The Sellers were represented by Veldtster Management & Consulting (financial) and CMS Cameron McKenna LLP (legal). The Veldtster team was led by Stefan Bucataru, whereas the legal team was led by John Faurescu of CMS Cameron McKenna LLP.” Mr. Bucataru had the following comments in respect of the transaction: “We are particularly pleased to have facilitated a transaction with significant strategic potential for both the companies involved. The European automotive industry is leading the global drive towards greener solutions and lower emission engines. The combination between Metair’s technological expertise and Rombat’s efficient operations and well established position within the European battery market is set to generate operational synergies and ultimately create substantial shareholder value. The complexities and challenges of this deal, generated mainly by the numerous stakeholders involved and their diverse backgrounds in terms of m&a market practices and legal requirements, tested our abilities as negotiators and mediators.”

Mr. Faurescu had the following comments in respect of the legal challenges: “Whenever a foreign strategic investor comes to Romania, the local legal team has a dual role: one is, as expected, to get the best possible deal for their client, but more importantly to assist the opposing party in obtaining a clear, concise and consistent view of the legal framework in Romania, which may be substantially different from the investor’s expectations, particularly if the investor is from outside of the European Union. In the case of Rombat, not only was the foreign investor new to the Romanian legal framework, but was also engaging for the first time in a cross-border acquisition.

We are very happy to have been involved in the transaction and extend our appreciation to Veldtster, as well as to our opposing counsel, David & Baias (Romanian legal advisors to Metair) and Tabacks (South African legal advisors to Metair).”

COÖPERATIEF U.A., ACQUISITION OF ROMBAT SA, Legal Advisers to the Purchaser

The debt-and-cash-free transaction follows the sale of Scaw’s international businesses, Moly-Cop and AltaSteel, to Onesteel in December 2010 for $932-million, also on a debt-and-cash-free basis. In aggregate, the total consideration achieved from the sale of all Scaw’s businesses has amounted to $1.4-billion. The sale of Scaw brings the total announced proceeds from Anglo American’s divestments of noncore assets to $3.7-billion since 2010.

Macquarie First South Capital (MFSC) acted as sole financial adviser to the Buying Consortium. MFSC’s team was led by Johan Schutte and supported by Andrew Swan, Albie Alant and Grant Rothlisberger.

Schutte commented: “A unique aspect of this transaction was advising such a large consortium.

Retaining sufficient flexibility and responsiveness as well as strong communication skills between each of the consortium members as well as their advisers was essential in order to be successful in this competitive auction process.”

ENS was the legal advisor to the Buying Consortium. ENS has a long standing relationship with both the IDC and Main Street. The ENS team was led by Witness Makhubele and Jason Valkin, both of whom are directors / partners at ENS. Witness commented: “The transaction had to be negotiated and concluded over very tight timelines. There were other conditions to the transaction which were at the instance of the acquirers and which had to be completed on or before the conclusion of the transaction agreements.

The transaction was challenging and interesting on a number of fronts - the subject assets are in various countries throughout the world –in Africa, Asia, Europe and America. This entailed ensuring compliance with laws in these various countries, particularly anti-trust laws. Accolades should also be given to the parties as well as the advisers for their hard work, dedication and commitment is ensuring that the transaction is concluded within the set agreed time lines. ” Nedbank represented the Buying consortium on the deal. Commented by Graeme Auret, Managing Executive: Nedbank Corporate Banking: “Certain of the consortium members were already invested in Scaw Metals and through that as well as other banking relationships with some of the members, we have enduring relationships. We are primary banker to some of these parties.

In addition, Nedbank has a strong relationship with the IDC, and have prior and existing mandates to provide Debt Capital Market advisory to them as well as other banking relations. This transaction is excellent for South Africa to keep an asset in the hands of South Africans as well as for the advancement of strong Contact Details: http://www.nedbank.co.za/website/content/corporate/index.asp Black Economic Empowerment.”

INDUSTRIAL DEVELOPMENT CORPORATION ACQUISITION OF SCAW SOUTH AFRICA Debt Provider

Nisha Dharamlall, Partner at Deloitte Corporate Finance, led the Buying Consortium’s financial due diligence on Scaw South Africa. Nisha comments: “One of the key challenges in the due diligence was the lack of direct access to Scaw South Africa management.

Legal Adviser to the Purchaser

Financial Adviser to the Purchaser Legal Adviser to the Vendors Legal Adviser to the Debt Provider

Financial Advisor to the Vendors

Financial Due Diligence Provider

Financial Adviser to the Vendor

Financial Adviser to the Vendor Financial & Tax Adviser to the Purchaser Financial Vendor Assistance Provider

ACQUISITION INTERNATIONAL

However, Deloitte’s extensive due diligence experience combined with a thorough understanding of Scaw’s business enabled the team to produce a high quality report with sufficient information to enable the consortium to understand and address all issues.

May 2012 /

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DEAL DIARY:

M&A from around the world AUREOS INVESTMENT IN THERAPIA HEALTH

UCC HOLDINGS ACQUISITION OF UNITED COFFEE

UNIVERN ACQUIRED

The Aureos Southern Africa Fund LLC (ASAF) has sold its stake in leading South African brick and clinker aggregate manufacturing group, SA Block (Pty) Ltd. ASAF’s exit forms part of the 100 % sale of SA Block to Afrimat Ltd, a leading black empowered open pit mining company listed on the Main Board of the Johannesburg Stock Exchange. ASAF invested in SA Block in February 2006. SA Block has since achieved consistent growth, carving itself a unique position in the market as a leading brick and clinker manufacturer in Gauteng. Jackson ETTI & EDU ( JEE) advised on an expedient legal framework for the inflow of the investment by Aureos into the SPV into the operating company - TBHCL. With regard to alignment, JEE advised on compliance process including devising strategy in order to ensure that minority shareholders were engaged, informed and part of the process thereby eliminating any form of minority oppression and challenge of the transaction. Folasade Olusanya, a Partner and Head of the Corporate/Commercial Department led the team and commented on the challenges of the transaction: “The main challenges were structuring the transaction in order to ensure that the investment was received by the operating company and alignment between the promoters of the business and other shareholders.

UCC Holdings Co Ltd. (UCC), Japan’s leading coffee company, has today announced that it has signed a definitive agreement to acquire United Coffee, Europe’s leading independent coffee group, from the private equity fund, CapVest Equity Partners.

Grolls has acquired the Norwegian group Univern, one of Norway’s leading providers of work wear (own brand) and personal protection equipment. The acquisition takes the revenues of the Grolls group from ca SEK 650m to closer to SEK 900m.

The transaction is expected to complete during the second quarter of 2012 and will bring together two leading coffee groups from Europe and Asia to become one of the top five biggest independent coffee companies in the world. United Coffee will continue to trade as United Coffee across all of its key markets.

The acquisition is in line with the strategic plan for expansion established by Litorina together with Grolls’ management in 2011.

The Anadach Consulting Group provided due diligence advice on the operations to the Aureos team. The Anadach team was led by Dr Alade, she commented: “It was an interesting assignment as it was the first Aureos investments in the health sector in Nigeria, and one of the first PE deals in the sector. From our perspective, there were no major issues with the due diligence which involved working across the various operational sites in several cities across the country.”

TC Capital is a Pan-Asian investment bank that specializes in mergers and acquisitions and private capital transactions.

Ikeyi & Arifayan represented The Africa Health Fund LLC, a fund raised by Aureos Capital. Sola Arifayan, a partner led the team, he commented: “We have on several occasions provided due diligence review and tax structuring services to members of the Aureos Group through Aureos Nigeria Advisers Limited.

“A key challenge was the need to create a tax and capital structuring model which complied with applicable law and regulation but also optimised the position of the investors and the existing shareholders.

“We drew from our in-depth knowledge of the Nigerian tax and foreign investment regime and assisted in devising a capitalisation model that satisfied investors’ and shareholders’ key concerns including from a tax efficiency and need to ensure unrestricted repatriation of investment proceeds.”

Crosspoint Advisors, Japan’s leading independent advisory firm, focuses on providing value-added financial advice on mergers, acquisitions, restructurings and capital raisings to global corporations and institutions doing business in or with Japan.

Crosspoint Advisors and TC Capital acted as co-financial advisors to UCC Holdings on this transaction.

Stamford Partners is a leading independent investment banking firm specialising in the European food & beverage industry. Stamford Partners, led by its partners Damian Thornton and Simon Milne, acted as sole financial advisor to CapVest on this transaction.

Univern has 11 stores and some 100 resellers throughout Norway. Revenues amount to ca SEK 230m. Univern’s current management will remain with the business and the main owners (the CEO and the Sales Manager of Univern) will also be shareholders in Grolls.

Vadestra Strategy acted on behalf of Grolls AB on the deal, performing commercial due diligence. The team was led by partners Alexander Asplund and Saber Mirzaii, focused on assessing Univern’s position on the market from a customer perspective.

The Team also evaluated the strategic fit between Grolls and Univern and based on the evaluation and the attractiveness of the combined entity Vadestra Strategy recommended Grolls AB to proceed with the acquisition process.

It has a long-standing relationship with both CapVest and United Coffee, whom it first advised on a business disposal in 2004. In August 2011 Stamford Partners advised on the sale of Jacob Fruitfield to Valeo Foods, another CapVest investee company.

Contact Details: http://xpoint.jp/

AUREOS INVESTMENT IN THERAPIA HEALTH

UCC HOLDINGS ACQUISITION OF UNITED COFFEE

LITORINA’S PORTFOLIO COMPANY GROLLS ACQUIRES NORWEGIAN GROUP UNIVERN

Legal Adviser to the Purchaser

Legal Adviser to the Purchaser

Debt Provider

Legal and Regulatory Due Diligence Provider

Joint Financial Advisors

Legal Adviser to the Purchaser and the Equity Provider

Financial Due Diligence Provider Legal Adviser to the Vendor

Financial Due Diligence Provider Legal Adviser to the Vendor

Tax Adviser

Legal Adviser to the Vendor Financial Adviser to the Vendor

Management Team and Commercial Due Diligence Provider

Financial Adviser to the Vendor Vendor & Tax Due Diligence Provider

Virtual Data Room Provider

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Commercial Due Diligence Provider

ACQUISITION INTERNATIONAL

ADVISER MAP:

Contacts from around the world

ADVISER MAP

— Contacts from around the world

DOING BUSINESS IN ICELAND NAME: Dr. Gísli Hjálmtýsson

THE OIL & GAS INDUSTRY

COMPANY: Thule Investments Advisors ehf

NAME: Kamal Hossain

WEB: www.thuleinvestments.is TEL: +354 545 5400 FAX: +354 545 5401 2

COMPANY: Dr Kamal Hossain & Associates EMAIL: khossain@citechco.net

ADDRESS: Kringlunni 7, 10. hæð 103 Reykjavík

CROSS BORDER INVESTMENT OPPORTUNITIES 2012 NAME: Pierre-Alexandre Degehet COMPANY: Bonn Steichen & Partners EMAIL: padegehet@bsp.lu

DRIVING RECOVERY IN SOUTH AFRICA NAME: Vera McKaiser COMPANY: Rurik McKaiser Attorneys EMAIL: vera@vuf.co.za

ACQUISITION INTERNATIONAL

DOING BUSINESS IN SRI LANKA NAME: Kamal Hossain COMPANY: Tropical Cinnamon Gardens EMAIL: tcg@sltnet.lk

May 2012 /

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