AI April 2015

Acquisition International • April 2015

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Deal of the Month: Energy Development Corp Financing for Burgos Wind Farm Project We caught up with Erwin O. Avante, Vice President for Corporate Finance and Compliance Officer, and Reman A. Chua, Assistant Vice President and Business Unit Head for Wind, to find out more about this landmark deal.

A.I’s Q2 Review:

Copperstone Capital is an investment management firm founded in 2010 in Moscow, Russia. We spoke to David Amaryan, Managing Partner & Chief Investment Officer to find out about the company.

A.I’s Q2 Review:

Carlisle Management is a Luxembourg based investment management firm that specialises in investment structures, fund management and private equity fund opportunities within the alternative assets sector.

AI caught up with Chief Executive, Jose C. Garcia.

Solar Reserve

SolarReserve is a leading global developer of utility scale solar power projects and advanced solar thermal energy storage technology.

Vanquish Global Merchant Bank

DEEP & FAR

Attorneys-at-Law 13th F1., No. 27, Sec. 3, Chung San N. Rd. Taipei 104, Taiwan, R.O.C. Tel: +886-2-2585-6688 Fax: +886-2-25989900/25978989 email@deepnfar.com.tw Deep & Far was founded in 1992 and is one of the largest law firms in this country. The firm is presently focused on the practice in separate or in combination of all aspects of intellectual property rights (IPRs) including patents, trademarks, copyrights, trade secrets, unfair competition, and/or licensing, counseling, litigation and/or transaction thereof.

Since this firm edges itself into the IPRs field, the firm quickly comes to fame. As an illustration, this firm often is one of the largest sources from which foreign filing orders originate.

The fascinating rise of this firm begins from the founder of Deep & Far attorneys-at-law, C. F. Tsai, who is the one first patent practitioner in this country who both has technological and law backgrounds and is qualified as a local attorney-at-law.

The patent attorneys and patent engineers in this firm normally hold outstanding and advanced degrees and are generally graduated from the top five universities in this country and/or the university in the US. Our prominent staffs are dedicated to provide the best quality service in IPRs. As a proof, about one half of top 100 incorporations in this country have experiences of seeking patented their techniques, but more than one fifth of the top 100 incorporations are/were clients of this firm.

Furthermore, Hi-Tech companies in the science-based industrial park located at Hsin Chu play an important role in booming the economy of this country. About one half of which have experiences in seeking patented their techniques, and out of more than 60% of the patent-experienced companies in that park have ever entrusted their IPR works to this firm.

We have experienced in seeking IPR-protections for our clients in more than 100 territories all over the world.

We have thousands of IPR-cases respectively prosecuted before official Patent Offices of major industrialized countries. This firm not only is the most competent in IPR-related matters in this country but also is very familiar with IPR-practices in major industrialized countries. As a matter of fact, this firm oftentimes tries and makes precedents of new claim-drafting styles. While we might have become wonderfully famed locally with remarkable appreciation and respects, we would like to extend our services for internationalized or quality service-requiring foreign conglomerated giants, corporations or individuals.

We strongly believe that we will win more applause from clients all over the world.

www.deepnfar.com.tw

Editor ’s Comment Welcome to another issue of Acquisition International.

This issue, we look at how high tech developments within the auto industry have seen M&A volumes rise by 40%.

We take a closer look at some well publicised incidents of cybercrime and discover how and why investors remain blasé about the potential impact of cyber risks on long term value.

Always keen to bring you the latest news from all regions, we catch up with the Nils Oscar Brewing Company, the largest independent Craft brewery in Sweden in terms of turnover and production volume, and we learn more about the best kept secrets around successful post-merger integration, from Humantica.

Deal of the Month: Energy Development Corp Financing for Burgos Wind Farm Project.

In November 2014, Philippines renewable energy company, Energy Development Corporation (EDC), signed a US$315m financing agreement with a group of foreign and local banks for the construction of the 150MW Burgos Wind Project in Ilocos Norte. /16 News /4 The Latest News Stories From Around the World.

In our Q2 review section, we learn more about Carlisle Managament, a Luxembourg based investment management firm, and chat to investment management firm, Copperstone Capital.

AI’s 2015 Q2 Review /19

23/ Q1 Review: Hens & Ulbrich and BKBC architects.

AI’s 2015 Q1 Review /23

This issue also introduces our new ‘60 Seconds With’ section, where we find out more from some successful companies that are currently flourishing within their respective sectors.

60 Seconds With /28

And, of course, there’s our regular ‘Ones to Watch’ section and our monthly Deal Diary round up of some of the more noteworthy deals from across the business landscape.

Ones to Watch /37

I hope you enjoy the issue.

Mark Toon, Editor mark.toon@ai-globalmedia.com

Deal Diary /50 Introduced

by Zephyr/ Bureau van Dijk.

How to get in touch AI welcomes news and views from its readers.

Correspondence should be sent to; Address/ Acquisition International, Unit 10 Barton Marina, Barton Turn, Barton Under Needwood, Burton on Trent, Staffordshire, DE13 8AS. Tel/ +44 (0) 1283 712447 Email/ reception@acquisition-intl.com Website/ www.acquisition-intl.com

19/ Q2 Review: Carlisle Management is a Luxembourg based investment management firm that specialises in investment structures.

Find us on/

28/ 60 Second’s With: AIP Asset Management, Arena Security, Clerks Room, Datagenic, Balmert Consulting, CCF Law, Twelve Capital, Anglian Intumescent, Frank Taylor & Associates, Trilogy Global Advisors, Deloitte, Metitio The TRG Group.

37/ Ones to Watch: Alix Partners, Tempest, Aon, Hilton Sharpe and Clarke, Ashlea, McGovern & Greene LLP, Solar Reserve, Pohjola, Viboal, Serry Law Office, Amanda Hardy.

Acquisition International - April 2015 3

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News: from around the world

As the Auto Industry Goes High Tech, M&A Volume has Risen by 40% Hampleton Partners’ three year analysis shows rapid growth of acquisitions and UK leading European activity with 30 acquired targets.

As the prospect of fully connected and semiautonomous vehicles comes ever closer to becoming a reality, and the auto industry looks for new ways to increase efficiency and sustain competitive advantage, the level of M&A activity within the Auto Tech sector has hit record levels, according to new research from specialist tech M&A and corporate finance advisory firm Hampleton Partners.

In a recently released report, Hampleton Partners has analysed the $14.1 billion of publicly disclosed acquisitions within the Auto Tech sector since March 2012. The findings show that transaction volumes have increased about 40% over that time period.

The overall median transaction value was $64 million, with a median EV/S of 2.2x and a median EV/ EBITDA of 13.3x. Within the last year alone, some $4.9 billion worth of transactions – at a median transaction value of $115 million – took place.

Driving the market Although more than half (56%) of the acquired targets were based in North America, 37% came from Europe and 7% from other locations around the globe. For those based in Europe, a slight majority (54%) were acquired regionally by another European based company. In terms of individual countries, the UK saw the most European M&A activity in the Auto Tech space, with a total of 30 acquired targets.

Digital repair specialist Solera was the most active player in the sector, making twelve acquisitions globally in the past three years alone. The second most active buyer was Dealer Track, with six transactions completed worldwide during the past three years.

The report identifies a number of acquirers ‘to watch’ over the months ahead, due to their strategic needs within the automotive technology space. These firms include Bosch, TomTom, Solera and Telogis. Others to watch are financial buyers with an appetite for this sector, including European private equity firms HgCapital, Bowmark Capital and Montagu Private Equity.

Embedded technologies racing ahead The report also provides detailed analysis of four different sub-sectors within auto tech, including enterprise applications, Internet commerce/ content, fleet management and embedded software and hardware. Among these areas, enterprise applications, which includes software for car dealership services and insurance claims management, among others – represent the largest 4 Acquisition International - April 2015

proportion of technology acquisitions in the auto sector, with 32% of the total transaction volume.

However, it is the field of embedded software and hardware – such as location tracking, vehicle control systems and vehicle sensors – which showed the most dramatic growth over the three-year time period. While only accounting for 23% of all transactions since 2012, the number of deals within this area of the sector has more than doubled (233%) in the last year alone. This increase is being directly fuelled by the focus on the development of connected and semi-autonomous vehicles, a trend likely to continue for the foreseeable future.

In the enterprise solutions space, 90% of transactions occurred between US companies, representing an unprecedented consolidation of activity in North America. In the area of fleet management, acquired targets included GPS tracking systems and fuel supply management software. They account for a 20% share of transactions overall, with a total disclosed value of $3.8 billion.

David Riemenschneider, Automotive Sector Principal at Hampleton Partners, commented: “With the rise of the ‘connected car’ and the continued growth in embedded sensor technology, we anticipate the sector to remain robust and start-ups focussing on technology enabling the development of semiautonomous vehicles are expected to be quickly snapped up. With the growth rate we have seen since 2012, embedded software is clearly a must have at the moment. We have also seen considerable activity in North America, which has a virtual monopoly over the enterprise applications sector, whilst Europe’s strength lies in after-sales, including mechanical repair providers and collision claims.”

Looking ahead, Hampleton Partners Principal Partner Miro Parizek said: “There has been growth across the board in Auto Tech, including a dramatic increase in on-board technology but also, importantly, a marked rise in interest in mid-to-high level assets with recurring revenue and aftersales focussed targets. This sector continues to race ahead, due in part perhaps to the fall in oil prices and overall stock market recovery. However, we expect that, sooner or later, gravity is likely to take hold and valuations will be pushed downward…even as transaction volumes continue to rise.”

About Hampleton Partners Hampleton Partners is an international advisory firm with unique expertise in the internet, IT services and software sectors. The firm is led by senior partners and directors who have all built and sold their own IT companies prior to becoming corporate finance advisors, and who are supported by a team of IT industry specialists and M&A analysts. Hampleton’s balance of technology and banking competence has resulted in over 60 transactions in 18 countries across four continents.

News: from around the world

News: from around the world

Current Approach to Due Diligence Requires Rethink Completing a corporate transaction without rigorous financial due diligence is unthinkable. Yet, despite numerous well publicised incidents of cybercrime, investors remain blasé about the potential impact of cyber risks on long term value.

Deals continue to be made without understanding the potential impact of this ticking time bomb, which U.S. Deputy Treasury Secretary Sarah Bloom Raskin has warned could be “the most pressing operational risk of our time”.

Hackers are becoming increasingly adept not only at penetrating networks, but also avoiding detection once inside corporate systems. Indeed, most significant breaches are uncovered, only after cyber criminals have been lurking inside corporate systems for weeks or months.

To understand the value of an investment and reduce the likelihood of a future catastrophic event, companies and their advisers must ensure cyber resilience is assessed alongside other strategic criteria, before a deal is completed. Leaving a review until after a deal has been signed is a very significant mistake.

A security assessment starts with a wide-ranging review, carried out by an external third party.

However, just because the security review is being

done at the same time as a financial review, it must not be confused with an audit. It is crucially important for investors to avoid the all-too-common pitfall of treating the security assessment as a checklist audit of security systems. Such an IT audit often does nothing more than confirm that a company meets a certain predefined infrastructure standard. It almost never considers the actual circumstances in which a company operates and tends to ignore the risks that are unique to each company, even though those risks cause the greatest vulnerability. Instead, a proper security assessment must be a customised and risk-focused review, aimed at understanding actual risks and suggests bespoke risk mitigation options.

In addition to identifying security gaps in hardware and software used by a company, a security review will determine the extent to which security is seen as a companywide priority. Everyone involved in using the IT systems has a crucial role to play. Therefore, an important part of good security is ensuring that employees are knowledgeable about their role in

protecting company data and do not become the weak link in the security chain. Individuals must be taught to be vigilant about their behaviours, which will make it more difficult for attackers to catch someone unaware. Users also need to understand what to do if they suspect a problem with their computers or activities.

Careless executives or employees represent a significant risk to cyber security, according to a poll of US companies. The Stroz Friedberg ‘On the Pulse: Information Security Risk in American Business’ survey found that a key challenge for companies is to strengthen cyber security awareness among top executives. The survey found that 87% of senior managers regularly use personal email or cloud account to work remotely, placing such information at a much greater risk of being breached. More than half (58%) of senior management also reported that they had accidentally sent sensitive information to the wrong recipient, compared to just one quarter of workers overall.

The strategy to protect information must recognise also that cyber security extends beyond the data held directly by an enterprise. Key assets, including commercial contracts, intellectual property and strategic plans, are commonly held by third parties involved, such as financial or legal advisers. A determined hacker will not only aim to penetrate a corporate network but also target the company’s legal advisers, consultants suppliers and anyone else likely to have valuable information. Corporates must, therefore, ensure their lawyers, brokers, accountants and suppliers are also secure. Indeed, both the UK and US governments have specifically warned law firms that they are the targets of sophisticated hackers and must be better prepared to defend their networks.

Senior executives and their professional advisers can no longer be blind to cyber risks. As such threats become increasingly commonplace and costly, the resilience of the entire supply chain, including financial and legal advisers, must be addressed, so that the long-term value of an investment can be safeguarded from the very beginning.

Seth Berman is executive managing director of Stroz Friedberg, an investigations, intelligence and risk management company. www.strozfriedberg.com

Acquisition International - April 2015 5

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News: from around the world

Towers Watson acquires Saville Consulting Acquisition expands Towers Watson’s leadership and talent management offering and strengthens its position as a leading Human Resources (HR) software provider.

Global professional services company, Towers Watson, has acquired Saville Consulting, an international psychometric assessment business, for £42 million.

Julie Gebauer, global leader for Towers Watson’s Talent and Rewards business segment, said: “With the addition of Saville Consulting’s market-leading online assessment tools to our suite of HR software, data, analytics and advice, we have a powerful offering to address the big and growing area of leadership and talent. Saville Consulting’s portfolio adds online tools which test ability, assess potential and screen for behavioural strengths. In combination with our engagement and talent software, we can readily help companies that want efficient, technology-enabled solutions to identify and develop talent.”

Founded in 2004, Saville Consulting is highly regarded internationally for its occupational psychology expertise and proprietary software, which help organisations recruit and develop talented individuals and teams. Its online assessment tools, which have been rated as the most valid indicator of potential and fit, are used in over 80 countries worldwide. Saville Consulting’s revenues for its financial year ending December 2015 are expected to be in excess of £10 million.

6 Acquisition International - April 2015

Peter Saville, Chairman and Founder of Saville Consulting, said: “Saville Consulting has grown rapidly during the past decade to a point where over two million individuals used our online tools in the past 12 months. To further accelerate our growth and significantly extend the use of our tools, we need greater reach, which we will gain as being part of Towers Watson. In addition, Towers Watson and Saville Consulting complement each other strategically, and I’m confident that our clients will experience the same commitment to excellence and innovation.”

Saville Consulting will operate its business as usual for the foreseeable future to preserve continuity of client teams and services.

Julie Gebauer added: “While we will ensure that our clients receive seamless service, we will also focus on opportunities to leverage the resources and expertise of the combined organisations to develop new products and services that help our clients build strong leadership and talent.”

This transaction does not change Towers Watson’s financial expectations for the fiscal year 2015.

About Towers Watson Towers Watson is a leading global professional services company that helps organisations improve performance through effective people, risk and financial management. With 15,000 associates around the world, the company offers consulting, technology and solutions in the areas of benefits, talent management, rewards, and risk and capital management. Learn more at towerswatson.com.

About Saville Consulting Saville Consulting is an international assessment business founded in 2004 by Professor Peter Saville.

We work with organisations to identify, select and develop talented individuals and teams. Our vision is to transform assessment around the world with leading edge psychometrics. All our assessments have been developed based on extensive research into what drives successful workplace performance.

News: from around the world

News: from around the world

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We believe in transparency and our technology is proving that our clients have nothing to hide either.

Visit: peadm.com/technology to request a demo, or come in and talk to us.

www•peadm•com Denmark • Guernsey • Sweden P.O. Box 669 • Sarnia House • Le Truchot • St Peter Port • Guernsey • GY1 3SR • Channel Islands • T: +44 1481 730988 Private Equity Administrators Limited is regulated by the Guernsey Financial Services Commission and licensed under both The Protection of Investors Acquisition International - April 2015 7 (Bailiwick of Guernsey) Law, 1987 and The Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2000.

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Industrials The industrials sector has started 2015 with a bang and notched up significant levels of investment as the first quarter comes to a close. Volume has actually been relatively low in the year to date, but value has more than made up for it, having already drawn close to H1 2012 and H1 2013, despite there being three months to go until the end of the first half of the year.

January, February and March have proven to be big months for dealmaking in the industrials sector.

In the first quarter of 2015 there were 4,432 deals worth a combined USD 300,462 million announced, according to Zephyr, the M&A database published

by Bureau van Dijk. In terms of aggregate value, this is a very positive result as if things continued on this trajectory until the end of June, H1 2015 would easily surpass both H1 and H2 2014, which notched up investment of USD 560,750 million and USD 551,017 million, respectively. This would be no mean feat given that the first half of 2014 represented the most valuable six monthly period by investment value since H2 2007, when deals worth USD 630,731 million were announced. Many will be hoping that the gradual increase will go some way towards bringing investment levels back to their pre-recession standards and that further improvements can be recorded over the course of the coming years.

Even if H1 2015 is not able to scale the same dizzy heights as the second half of 2007, it is clear from looking at the results that a recovery is well and truly underway. Investment levels hit a low point in the opening six months of 2012 as just USD 302,233 million was invested, only slightly ahead of Q1 2015.

In fact, since the global financial crisis hit results have generally tended to be around the USD 300,000

Number and Aggregate Value (mil USD) of Industrials Deals Globally: 2006-2015 YTD (as at 31 March 2015)

million to USD 400,000 million-mark. Interestingly, during that time value remained fairly stable and the relatively low number of deals signed off since January 2015 suggests that as can be expected, higher individual considerations largely account for the increase in investment levels of late. During the entire period under review, dating back to the beginning of 2006, the peak investment for a six month period was USD 630,731 million in the second half of 2007. In 2006 USD 473,857 million (H1) and USD 453,123 million (H2) was injected, so it is possible that levels will settle in this area, but further developments will only become clear with time.

Of the USD 300,462 million invested in the industrials sector in H1 2015 to date, around a third (USD 101,123 million) is attributable to deals targeting the industrial, electric and electronic machinery sector.

The chemicals, petroleum, rubber and plastic industry also ranked highly with USD 95,921 million, followed by wood, furniture and paper manufacturing with USD 61,781 million. As things stand, the largest industrials transactions of 2015 is a USD 20,017 million bid for French cement, concrete and construction aggregates maker Lafarge by Swiss peer Holcim. Second place was taken by NXP Semiconductors’ USD 16,700 deal for US battery charger manufacturer Freescale Semiconductor. Other companies targeted in the

year’s largest transactions include MeadWestVaco, Rock-Tenn and Rexam.

In terms of target regions, Western Europe is leading the field by investment level in 2015 to date, having been targeted in deals worth USD 97,712 million so far. It was closely followed by the Far East and Central Asia with USD 87,818 million and North America with USD 81,081 million. The same three regions led the way by volume, but in a different order, as the Far East and Central Asia came out on top with 2,016 transactions, while Western Europe and North America followed with 1,232 and 521, respectively.

Western Europe’s position at the top of the value rankings is hardly surprising given that the quarter’s top deal by value targeted a French company, although only two of the remaining top ten deals of the period had targets in the region.

To sum up, the industrials sector has started 2015 on a very positive note. Following on from this hopes will be high for an improvement on H2 2014 by the end of June and further increases in aggregate deal values within the sector over the coming years.

Number and Aggregate Value (Mil USD) of Industrials Deals Globally by Deal Type: 2006-2015 to date (as at 31 March 2014) Deal type

Number of deals

Aggregate deal value (mil USD)

Acquisition

62,054

3,808,757

76,809 29,320 4,490 424

2,057,769 1,593,911 516,135 30,188

Deal half yearly value Number (Announced date) of deals

Aggregate deal value (mil USD)

H1 2015

4,432

300,462

H2 2014

10,761

551,017

Minority stake Capital increase Institutional buy-out Merger

H1 2014

10,005

560,750

Management buy-out

1,309

15,772

H2 2013

9,773

488,354

Demerger

282

3,213

H1 2013

8,671

302,776

MBI / MBO

69

652

H2 2012

9,043

336,535

Management buy-in

146

320

H1 2012

8,817

302,233

H2 2011

9,153

332,252

H1 2011

9,126

459,242

H2 2010

8,998

361,863

H1 2010

9,591

331,050

H2 2009

10,082

373,517

H1 2009

9,227

382,403

H2 2008

9,071

303,350

H1 2008

10,172

402,648

H2 2007

10,444

630,731

H1 2007

10,494

626,218

8 Acquisition International - April 2015

Aggregate Value (mil USD) of Industrials Deals by Region: 2006 - 2015 YTD (as at 31 March 2015) World region (target) Western Europe

2010

2011

2012

2013

2014

2015

153,486

153,384

169,249

172,547

248,129

97,712

Far East and Central Asia North America South and Central America Eastern Europe

276,321 148,527 47,535 44,174

290,993 236,382 38,149 43,623

232,035 157,504 36,352 20,246

281,348 211,948 31,417 60,451

370,217 395,959 39,935 31,511

87,818 81,081 38,706 10,462

Africa Middle East Oceania

3,519 6,702 12,763

2,898 7,429 14,176

1,880 6,840 12,623

11,125 9,548 11,724

8,704 9,760 10,017

1,120 767 545

What:

We partner with high technology companies to assist in developing intellectual property assets, formulating and executing strategic plans for achieving maximal value for our clients. Our clients have achieved over $1.6 Billion (USD) in market value, either through financing rounds, merger and acquisition, licensing or litigation awards. To achieve this success, we combine professional and technical skills with level-headed business principles and experience. Or practice is devoted to supporting our client’s intellectual property asset development, commercialization and, when necessary, enforcement.

Planning:

?? for intellectual The focal point of an intellectual property plan is to secure maximum value property assets. This is achieved by first defining the business objectives to be achieved.

Strategy:

Once the IP plan has been identified, a management team, including business, technology and legal expertise, reviews the business objectives, considers the congruence between the plan and the objectives, then pressure tests the plan against identified opportunities to challenge that the intellectual property assets will achieve those objectives. Being dynamic, the plan will be consistently and constantly assessed, revised, and reassessed as new objectives are identified, new opportunities are presented or new challenges arise.

A coherent IP strategy will include IP landscaping to identify and analyze existing IP rights and players in the relevant technology space. The white space opportunities will be identified and an evaluation of the coherence between the IP plan and the white space analysis will be completed. In addition, IP forecasting may be undertaken to predict, based upon a third party’s prior IP behavior, what are the likely IP protection pathways a third party will be pursuing with their IP portfolio. Additionally, licensing and collaborative research and development opportunities may be undertaken, “blue sky” evaluation for next generation products and/or superseding technology and opportunities for developing IP in those areas, freedom-to-operate issues relevant to the pre-commercial products under development to minimize the risk of material liability in litigation should be undertaken and processes for dynamic and real time IP tracking within the technology space, may be implemented.

Who:

Members of the firm have scientific training and regularly work across a spectrum of technologies including pharmaceuticals, medical devices, biotechnology, therapeutics, diagnostics, nanotechnology, organic and inorganic chemistry, biochemistry, materials science, agricultural chemicals, plant breeding, environmental protection systems, semiconductor processing, industrial and medical lasers, computer hardware and software, digital and analog electrical systems, water purification systems, evaporative cooling systems, skin care products, clothing, motor vehicle assemblies and systems, and general mechanical and electrical technologies.

“

We combine professional and technical skills with level-headed business principles and experience.

”

Address: 1480 Techny Road Northbrook, Illinois 60062 Tel: 847-770-6000 Fax: 847-770-6006

info@RosenbaumIP.com www.rosenbaumip.com

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Nils Oscar Brewing Company Company: The Nils Oscar Company AB Name: Jonas Kandefelt CEO Email: info@nilsoscar.se Web Address: www.nilsoscar.se Address: The Nils Oscar Company AB Fruängsgatan 2 SE-611 31 Nyköping Tel: 0046 155 772 80

Brewing the Way Forward!

Nils Oscar Brewing Company is the largest independent Craft brewery in Sweden in terms of turnover and production volume. We find out from CEO, Jonas Kandefelt, what’s next for the fast-growing firm...

As well as being the largest independent Craft brewery in Sweden in terms of turnover and production volume, the company is also a thriving distillery which makes a range of Vodkas, Gin and Aquavit. The spirits are produced on Tärnö Säteri, beautifully situated in the heart of Södermanland, where we also have our malt house. Our products are sold in restaurants and at Systembolaget throughout the country. The company has grown steadily in its 19 years of existence.

Nils Oscar has received several awards at national and international events, including the World Beer Cup. Today the company exports to USA, Finland, Denmark, and the UK where it can be found in Waitrose and Tesco. The company makes a number of exciting beers which include Imperial Stout, Hop Yard, India Ale and the famous God Lager. The brewery started in Stockholm 1996, but relocated in 2006 to Nyköping, a 1 hour drive south of Stockholm, where we brew our delicious beers.

Our company name is based on a real person, our founders grandfather Nils Oscar Sundberg. And Nils Oscar personifies all the values we want our products to stand for honest, energetic, modern, with respect for nature, firmly grounded, a sense of craftsmanship and a bit of mischief of course. Nils Oscar is real! We value his name as our brand.

10 Acquisition International - April 2015

High quality, solid structure, consistency, good and solid economics are our main focus within the company. Our flagship product, God Lager is the most selling craft beer in Sweden. Nils Oscar stands out, not only because of the consistent quality of beers, but also the fact that we control the whole process from grain to glass. Nils Oscar is playing its role and helping to lead the way for Scandinavian Craft brewers and there´s a lot more exciting times ahead.

The future has never been so exciting! A completely new brewery with huge potential and beer interest all around the world that have exploded. Craft breweries are increasing volumes rapidly. “Everybody” is talking beer at the moment.

The Nils Oscar Brewery has been expanding during 2013-2015 and we are building one of Swedens finest breweries. The year 2013 was only the beginning of something new and big. Nils Oscar have been making the largest investment ever; a brand new brewery in Nyköping with a new brewhouse, new malthandling, new bottlingline and new warehouse.

The next step is to build new offices, new staff facilities and last but not least new visiting facilities of 150 sq.m. There will be beer tastings, a pub, theme nights, bar mingle, food and members only pub nights where you can try our new beers before it reaches the shelves at Swedish Systembolaget.

Acquisition International - April 2015 11

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FiscalReps

Outsourcing: A Tax Effective Solution In recent years the tax affairs of large multinational organisations have been subject to greater scrutiny than ever before. Both the global media and national governments seem intent on uncovering more examples of tax avoidance, citing these as examples of “big business” not paying their “fair share” and “exploiting” tax legislation.

Tax legislation remains profoundly complex, especially when trading across international borders.

Laws are often old, subject to ever changing case law and often lacking clarity.

Direct taxes have historically been the main concern for organisations which are those profits generated from trading and capital gains. However survey after survey appears to evidence that the global tax base is shifting away from direct taxation and towards indirect taxation, the taxing of transactions and consumption.

This significant shift in global tax policy has left many businesses with a knowledge gap to fill, namely that of indirect tax understanding and compliance.

How can businesses fill this gap in tax knowledge?

The recruitment of a team of indirect tax specialists would have been the traditional response together with a significant associated and sustained investment in knowledge management and compliance systems.

FiscalReps, for the past twelve years has offered multinational businesses with an alternative to the traditional recruitment route, an outsourced indirect tax solution.

Although outsourcing was not officially identified as a business strategy until the late 1980’s, many organisations had grappled with the decision whether to outsource or not prior to that date and then dealt with the consequences, both good and bad, of their decision.

Outsourcing as a business strategy has had mixed results. Many high profile failures to implement the strategy has led to money being wasted and decisions being reversed, often with damage to reputations as significant as the costs written off.

Of the reasons cited for outsourcing failures a lack of clarity over scope, poor vendor selection, short term financial pressures and poorly structured contracts are commonly used.

However the outsourcing of indirect tax compliance would appear to work certainly based on our experience, by focussing on the strengths of the core outsourcing model but then applying basic principles of indirect tax compliance.

Scope The scope of an outsourced tax compliance engagement can be determined precisely. Detailed knowledge of the tax legislation concerned and a clear understanding of the business of the entity with the tax reporting requirement will mean that the exact tax compliance requirements can be determined. In Europe there are in excess of ninety different premium taxes that can apply to insurance companies writing business across the European Union. An analysis of their licencing status in every country provides you with precision in terms of taxes payable but also tax reporting requirements.

A precise scope of work from the outset together with a simple allocation of responsibilities means that there will be no room for doubt as the contract goes live.

At FiscalReps the simple rule employed is that the client is responsible for submitting tax data and tax funds to FiscalReps in a certain consistent format and by agreed deadlines. The job of FiscalReps is to validate the data, then prepare and submit tax returns by the agreed local tax deadlines and effect the payment of taxes due locally at the same time.

Vendor Selection When it comes to tax, knowledge really is everything.

But not theoretical knowledge based on a review of the legislation and case law. On top of that it is essential to build in an understanding of the logistics of preparing tax returns and submitting them in all countries. Only when you have had to physically file returns, make payments, deal with tax officials, queue in tax offices and generally “join the dots” to complete the task can you really claim to be an expert in tax compliance.

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This kind of work can be tedious and time consuming and many service providers are unwilling or unable to go the extra mile to complete these tasks with precision. Your vendor of choice is someone who can demonstrate the basic tax knowledge but also has a proven track record of successful operational tax compliance in the territories where the services are required.

Short Termism There were two certainties in life according to Benjamin Franklin, “death and taxes”. Tax legislation will always be subject to change, but taxes will always exist and tax compliance will always be required. Therefore any outsourcing decision has to accommodate the fact that this solution will be long-term by its very nature. The right structure will be able to manage short term politically driven tax changes, but ensure that long term compliance is sustained.

Service providers must therefore also plan to exist for the long-term as their services will be required.

At FiscalReps we took a deliberately prudent view on revenue recognition and have focussed on building a sustainable cash positive business to ensure that we can meet the needs of our clients over the longer term. Our business is nearly twelve years old. Many clients have been engaged for over seven or eight years, demonstrating a commitment to long term compliance.

Senior Executive Support With the introduction of Sarbanes Oxley in the USA and Senior Accounting Officer rules in the UK, senior Board Members are more personally accountable for the tax compliance of the businesses they run than ever before.

Personal accountability together with media, stakeholder and governmental scrutiny has meant that many Boards have taken the view that a policy of transparent tax compliance is the basic starting requirement. Plus those companies that have already fallen foul of complex indirect tax laws in countries where they operate but are not head-quartered will have already counted the cost of non-compliance and will be keen as a Board to avoid those mistakes again.

A service provider that can instil credibility and confidence at senior levels of business but also convey often technical tax issues simply and without jargon is a must.

Internal Resourcing Budgets are always being squeezed. Managers are always demanding greater performance year on year. Against this backdrop of increasing corporate and stakeholder expectations, using those scarce business resources to support non-core, back office processing operations can appear to be wrong decision.

The investment required to recruit the right staff, train them, keep their knowledge up to date and then ask them to process hundreds if not thousands of tax filings per annum seems like an unwise use of resources when the overall business objectives are focussed on revenue generation, client servicing and product innovation on an international scale.

Unfortunately the outsourcing model has often been used as a justification for closing an office, reducing headcount and cutting costs. In fact, quite the opposite route should be considered. An outsourced solution can free up existing human resources, business intelligence and office space enabling the organisation to focus directly on its business objectives.

Even if the cost of the outsourcing engagement is $100k, if say a new revenue stream generating profits of $200k can be generated from the freed up resources then maybe the business performance is enhanced overall.

Outsourcing tax compliance as a driver of increased corporate performance? Absolutely, if it is employed correctly.

Access to Greater Capabilities FiscalReps operates in the areas of premium tax, VAT & goods/services tax and gambling levies.

Premium taxes and gambling levies are very niche areas of indirect tax and VAT whilst being more main stream can be extremely complex in some of its more niche areas.

What this means is that such skills, knowledge and experience can be hard to recruit, retain and manage internally. There are a limited number of people in the world who can critically review your annual global premium tax calculations and then prepare and file all the necessary returns. The task itself may not need one full time recruit in terms of hours required, but may need the input of a team of specialists all with a specific role to play in order to maintain tax compliance. The question almost then becomes why you wouldn’t outsource such a task to a specialist organisation.

The further benefit is by choosing an outsourced solution the time investment required to identify and recruit the necessary individuals can be halted immediately, allowing HR and talent management to focus on finding people to propel the organisation forwards.

FiscalReps has focussed on building a team of global indirect tax experts, each person with a unique depth of expertise in their particular area of specialism. By adding all the elements together it creates an outsourcing model which has proven to be compelling for over 300 clients.

Risk Transfer For an outsourcing engagement to work there must be a clear scope but also a fair allocation of risk between the contracted parties. Essentially the service provider must assume some level of financial risk for failure within the engagement. In a tax compliance environment this is easy to determine.

If the company is unable to provide timely and accurate transactional data to the outsourcing provider within the agreed parameters then any penalties for tax non-compliance rests on the shoulders of the company. If however the company does everything required and the outsourcing party files the return late or incorrectly then the penalties fall upon the shoulders of the outsourcer.

These issues of risk transfer can be clearly defined at inception of the contract and then monitored periodically to determine whether either party is a serial offender, with maybe annual fee increases and contract renewals linked directly to performance.

The concept of risk transfer can also be viewed as a positive for any companies that have suffered financially as a consequence of tax non-compliance.

If structured correctly the cost of the outsourcing engagement is a “hedge” against the cost of any future non-compliance; effectively using the outsourcing suppliers own E&O policy to underwrite the cost of non-compliance.

Indirect tax compliance outsourcing is probably more akin to KPO (Knowledge Process Outsourcing) rather than traditional BPO (Business Process Outsourcing) due to its reliance on highly skilled personnel delivering clients with high end service levels. But tax does continue to bewilder and cause general unease amongst many corporate executives, with the fear of non-compliance or merely the “not knowing what to do” adding to corporate stresses.

Whilst an outsourcing engagement is no replacement for a sensible and transparent corporate tax strategy, when used effectively the outsourcing of indirect tax compliance can ensure that the strategy is implemented successfully and may also be a catalyst for the creation of other business efficiencies. History has consigned many “blanket” outsourcing strategies to the corporate waste bin; in a niche area such as indirect tax compliance an outsourced solution may well be the most tax effective decision your organisation will ever make.

Fiscal Reps Limited Mike Stalley, Chief Executive

Acquisition International - April 2015 13

www.acquisition-intl.com

Helping to Maximise Assets Having access to sufficient working capital is vital for businesses operating in a recovering economy. The correct financing structure can have a significant effect on an organisation’s success, providing the liquidity needed to grow, adapt, make acquisitions or to simply help to manage day-to-day trading requirements.

Name: Chris Hawes, UK Corporate Director at RBS Invoice Finance Email: christopher.hawes@rbsif.co.uk Web: www.rbsif.co.uk Address: 1st Floor, 280 Bishopsgate, London, EC2M 4RB Phone: +44 (0) 20 7672 2593

Asset Based Lending as a product is at its most powerful at this stage in the economy because access to working capital has never been more important. ABL can unlock the value ‘trapped’ in a company’s assets which can be re-drawn based on availability generated from trade receivables and inventory. For growing businesses this is a very attractive way to fund expansion due to its flexible and agile nature because it is linked to a company’s assets and access to funding is quicker because there is no need to reapply as requirement grows, so long as a company’s assets cover it, the funding line is there. This provides added confidence when seeking out new contracts and the ability to take swift action when buying.

Chris Hawes, Director of UK Corporate at RBS Invoice Finance, explains: “ABL is establishing itself a name amongst mainstream lending solutions as people are recognising the benefits of this innovative and flexible product. It enables businesses to borrow against the value of their trade receivables and inventory to finance the working capital they need.

It is an increasingly popular option for businesses looking for help with expansion because they are securing a loan against their company’s assets which effectively frees up a portion of the value of those assets to boost growth.

It’s often used by manufacturers and distributors for example, who often have to invest in materials, inventory, new plants or technology, months before payment is made, during which time cash flow may be restricted.

Initial funding lines are set up to accommodate the highest required funding peak in a firm’s 12 month forecast. This means businesses operate with headroom that is appropriate – having access to working capital when they need it without having to slow business growth or raise equity.

We are very proud to offer our ABL solutions alongside invoice finance solutions to businesses with turnovers of £10 million upwards. In addition to ABL on current assets, RBS Invoice Finance also provides customers with ABL on fixed assets such as plant and machinery and real property when company turnover exceeds £25 million. This solution can generate higher levels of funding based on asset value, providing a significant initial injection of cash and supporting the business on an on-going basis as it grows.

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Loch Lomond Exponent Private Equity (“Exponent”), a private equity firm specialising in UK business investments last year completed the acquisition of the assets of the Loch Lomond Group for an undisclosed sum.

The assets include the Loch Lomond distillery in West Dunbartonshire, a packaging plant in Ayrshire and the Glen Scotia malt distillery in Campbeltown, Argyll and Bute. Brands controlled by the company include the Loch Lomond and Glen Scotia single malt whiskies, the High Commissioner blended whisky and Glen’s Vodka. The company is led by chief executive Colin Matthews, who previously worked at Imperial Tobacco, where he led the business in Africa, the Middle East, Asia and the Indian subcontinent. Former Diageo chief financial officer Nick Rose has been appointed chairman.

A multi million Asset Based Lending (ABL) funding package to support the deal was provided by a club of three banks PNC, RBS Invoice Finance and Burdale Financial Limited, a Wells Fargo company.

Outlining the rationale behind the acquisition, Colin Matthews explained: “Loch Lomond, Glen Catrine and Glen Scotia have built a sound business platform with brands that perform well in the UK and in a number of international markets. The growth of the Scotch whisky industry in recent years offers a great opportunity to develop further the Loch Lomond business and we are delighted to have Exponent as our partner as we embark on this next exciting stage of our development.”

James Gunton, Exponent added: “We are very excited about the future potential of the Loch Lomond Group.

The combined approach and support provided by all three banks was very important. The transaction was complex but what really impressed me was the level of engagement and flexibility from all three funders.

Discussions with all parties were very productive throughout the deal.”

David Hunter Corporate Development Director RBS Invoice Finance, said: “This is a very exciting deal and we are delighted to work alongside our colleagues in the syndicate to structure the right funding line to support the acquisition. The future for whisky sales is very positive as volumes are increasing internationally and the ABL facility provides the flexibility to support the growth strategy of the new management team as they seek to invest in the future.”

Helping to maximise assets

It is clear that ABL financing is continuing to play a significant role in boosting the UK economic recovery as Chris Hawes reports that since 2009 RBS alone has provided over £1.5billion in ABL facilities. The Asset Based Finance Association (ABFA) recently announced that its members currently provide £19.3 billion in funding to over 43,000 client businesses in the UK and Ireland and that UK businesses have traditionally been more rapid adopters of innovative financial products than the rest of Europe. The ABFA says that asset based finance represents 15.7 per cent of the UK’s GDP compared to a European average of 8.5 per cent.

Security may be required. Product fees may apply.

For further information please contact: Chris Hawes, UK Corporate Director at RBS Invoice Finance Tel: 020 7672 2593 Email: christopher.hawes@rbsif.co.uk www.rbsif.co.uk RBS Invoice Finance Limited. Registered in England No. 662221. Registered Office: Smith House, Elmwood Avenue, Feltham, Middlesex, TW13 7QD

Acquisition International - April 2015 15

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Company: Energy Development Corporation Name: Erwin O. Avante / Reman A. Chua Email: avante.eo@energy.com.ph / chua.ra@energy.com.ph Web: www.energy.com.ph Address: 38F One Corporate Centre, Julia Vargas corner Meralco Avenue, Pasig City Phone: +63 2 755 2332

Energy Development Corp Financing for Burgos Wind Farm Project In November 2014, Philippines renewable energy company Energy Development Corporation (EDC) signed a US$315m financing agreement with a group of foreign and local banks for the construction of the 150- MW Burgos Wind Project in Ilocos Norte. We caught up with Erwin O. Avante, Vice President for Corpo¬rate Finance and Compliance Officer, and Reman A. Chua, Assistant Vice President and Business Unit Head for Wind, to find out more about this landmark deal.

In November 2014, EDC, through its effective whollyowned subsidiary, EDC Burgos Wind Power Corp., signed a US$315m financing agreement with a group of foreign and local banks for the construction of the 150-MW Burgos Wind Project (BWP). BWP is located in the province of Ilocos Norte, at the northwest corner of Luzon Island. The facility, which consists of US dollar and Philippine peso tranches, will mature in 15 years.

BWP is EDC’s first foray into the wind energy business. It is the largest wind farm in the Philippines and one of the largest, if not the largest, in Southeast Asia. The wind farm consists of 50 units of the Vestas V90-3.0MW wind turbines and ancillary plant constructed by Vestas. Aside from the wind farm, the project also includes a 115 kV transmission line component connecting the wind farm from the Burgos substation to the Laoag substation of the National Grid Corporation of the Philippines (NGCP), and a substation and interconnection works component. Vestas will also be operating the wind farm for 10 years.

BWP represents EDC’s single largest investment to date. EDC has invested US$450m in BWP including the US$315m in project financing with leading international and local banks led by Eksport Kredit Fonden (EKF), Denmark’s export credit agency. It will provide 370 GWh of electricity to power approximately two million households and the project will displace about 200,000 tons of carbon emissions annually.

BWP achieved successful commissioning on 5 November 2014 following its nomination by the Department of Energy for Feed-in-Tariff eligibility.

Both Phase 1 and Phase 2 of the project, totalling 150 MW have been endorsed by the DOE to qualify for the FIT on 11 November 2014. On 18 December 2014, the Energy Regulatory Commission issued the Provisional Authority to Operate to BWP. “The Burgos Wind Project has been in development for several years awaiting the passing of the Renewable Energy Law and the establishment of the feed-in-tariff regime,” says Reman A. Chua, Assistant Vice President and Business Unit Head for Wind.

“Following the announcement of the Department of Energy that the allocation of the 200 MW installation

16 Acquisition International - April 2015

target for wind technology will be on a first come – first serve basis, EDC jumpstarted the development and proceeded with construction to ensure that the project secures its Fit Eligibility allocation. Only wind projects that are issued a Certificate of Endorsement (COE) by the DOE will be eligible for the Feed In Tariff.

“After construction commenced, EDC initiated discussions on financing of the project. A key element of the non-recourse financing is a high level of export credit agency support from EKF, the Danish Export Credit Agency. EKF’s support to the transaction was critical to assist the international lenders with the 15-year loan tenor and country credit limitations.”

EKF guaranteed a part of the dollar loan component.

The Mandated Lead Arrangers for the foreign tranche are Australia and New Zealand Banking Group Limited (ANZ), DZ Bank AG, ING Bank NV, Malayan Banking Berhad (Maybank) and Norddeutsche Landesbank Gironzentrale. The local tranche, meanwhile was arranged by PNB Capital and Investment Corporation and SB Capital Investment Corporation among a syndicate of local lenders namely BDO Unibank, Inc., Land Bank of the Philippines, Philippine National Bank, and Security Bank Corporation.

Counsels for the borrower were Herbert Smith Freehills (foreign counsel) and Puno and Puno (local counsel) while Clifford Chance (foreign counsel) and Picazo Law (local counsel) advised the banks.

All major deals have their challenges – and this one was no different, says Avante. “The transaction is very challenging as it needed to address the challenge of a new feed in tariff system, local right of way requirements that involved about 2,100 individual landowners, a viable wind assessment, and the race to start the commissioning of the project ahead of anybody else.”

The deal’s main challenge lies in the uncertainty on the FIT and the long loan tenor of 15 years that goes with it, he says. “What if BWP will not qualify or partly qualify for the FIT? This will definitely affect the project economics and debt sizing parameters of the transaction.”

DotM - Energy Development Corp Financing for Burgos Wind Farm Project

The transaction, he says, took just under seven months to complete. “EDC first met with EKF on 25 March 2014 and formal negotiations on the term sheet started with both ANZ and EKF in late May. The Documentary Close was achieved on 17 October 2014 and financial close was achieved on 21 October 2014.”

The project team responsible for putting together the contracts as well as the onsite project management during construction made the big difference, says Avante. “The project was bankable from the very beginning with risks allocated to the party best capable of handling the risk.”

A financing structure was required to accommodate a number of the deal’s facets, he says: a project with construction documents already in place, construction well progressed and initial loan funds required to reimburse equity; securing EKF involvement, tied to the provision of the turbines, to ensure the 15-year tenure could be supported by the commercial banks; separate USD and Peso tranches to accommodate international and local payments; no offtake agreement in place and thus loan repayments had an element of merchant/corporate risk that lenders needed to consider; the large and complex challenge of securing site access from approximately 2,100 landowners; and a lack of certainty around the regulatory regime for the feed-in-tariff.

“Non-recourse project finance for a wind farm has been successfully attempted in the Philippines. This is a watershed milestone for the renewable energy industry in the Philippines as it demonstrated that international banks (including Eksport Kredit Fonden) are prepared to take long term risk in this part of the world,” Avante says.

The loan is a sign of confidence from funding institutions in EDC’s ability to execute a strategic business plan for the wind project amidst intense competition in the renewable energy industry, says Avante. “What this also indicates is the foreign banks are now finding comfort in providing substantial tenor to a Philippine renewable project supported by a FIT scheme (under new regulatory environment), and not the traditional long-term Power Purchase Agreements.”

Looking to the future, apart from ensuring reliability of its existing operations, EDC has several growth projects lined up both in the Philippines and overseas, Chua says. “We have lined up expansion of its geothermal operations in existing and new

frontier areas in the Philippines as well as in Chile, Peru, and Indonesia. We have also identified several wind projects in the Philippines by as much as an additional 550MW which we hope to develop in the coming years.”

Energy Development Corp (EDC), the renewable energy arm of the Lopez Group of Companies, one of the biggest conglomerates in the Philippines, with interest in power, infrastructure, real estate, and media, among others, is among the largest geothermal power producer in the world.

EDC, which is involved in the entire value chain of geothermal development, is principally responsible for the Philippines being the second largest geothermal energy producer in the world. EDC explores and develops geothermal energy resources and operates geothermal energy projects in the Philippines for the purpose of producing steam and generating electricity, with expertise spanning the entire geothermal value chain, from geothermal energy exploration and development, reservoir engineering and management, engineering design and construction, environmental management, and energy research and development.

EDC provides steam to power plants representing approximately 60% of the Philippines’ installed geothermal capacity, around 7% of the country’s overall installed generating capacity, and about 9% of electricity produced in the Philippines. It has several geothermal concessions in Chile and Peru which EDC is looking to develop in the future as well as potential sites in Indonesia.

In addition to geothermal, it has interests in hydro, wind through the BWP, and is now venturing into solar energy. EDC is a publicly listed company in the Philippine Stock Exchange.

“Among others, EDC is purely into renewable energy,” says Erwin O. Avante, Vice President for Corporate Finance and Compliance Officer. “It is the largest geothermal player and the largest vertically integrated power producer in the country. EDC is among the largest geothermal companies in the world and it aims to export this expertise overseas, initially in Latin America and in Indonesia. It has interests in hydro and recently, it has also ventured into other renewable energy sources like wind and solar.”

EDC initially started as a geothermal steam supplier. In 2006, EDC started to integrate its business by taking over some of its Build- Operate-Transfer power plants and successfully acquired the geothermal power plants owned by the Philippines government to which EDC is supplying steam through public auction. With EDC’s full privatisation in 2007, when the Lopez Group started to gain control of the company, it has more than doubled its power plant capacity and ventured into other renewable technologies.

Company: Energy Development Corporation Name: Erwin O. Avante / Reman A. Chua Email: avante.eo@energy.com.ph / chua.ra@energy.com.ph Web: www.energy.com.ph Address: 38F One Corporate Centre, Julia Vargas corner Meralco Avenue, Pasig City Phone: +63 2 755 2332 Bloomberg: EDC:PM

Acquisition International - April 2015 17

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Humatica

The Best Kept Secrets Around Successful Post-merger Integration Its common wisdom, proven by hundreds of studies, that roughly half of all mergers fail to generate their cost of capital. We find out why...

Synergies are usually well understood as part of the industrial logic for a marriage. And there is no lack of intelligent bankers, consultants and advisers around the table at deal time. However, waking up on day 2, the management teams are left to sort out hundreds and thousands of issues that require resolution in order to merge firms, get the synergies and avoid the risks. There are methods for many decisions, for example, merging brands, realising purchasing cost synergies and IT integration. Where the going gets tough though is merging management teams, their leadership practices and the basket of unique behaviours we call “culture”. This is where the PMI risk is, and it is the underlying enabler for all value creation measures.

Humatica has focused on this most critical of area of post-merger organisational integration, and learned many lessons.

Know your partner Realising value and avoiding risk in a merger is determined by the efficiency of decision making and implementation. The problem is that white collar organisations work in many different ways, which are adapted to their environments and circumstances.

A family run business has different behaviours than

18 Acquisition International - April 2015

a large conglomerate. There are multiple “right answers”. Also, ways of working, leading, managing are not documented, there are no standards. This makes objective comparison and adoption of “best practice” difficult and unpractical.

However, if we benchmark the way each of the merging firm’s processes information, the behaviors which drive how organisations make and execute decisions,then managers can anticipate differences before the merger and take the needed actions to avoid misunderstandings and a breakdown of trust.

Know your goal It’s also important to clearly define the target management practices and culture for the combined firm before the merger, rather than leave this to the law of the jungle and survival of the fittest. The value creation objectives and strategy should inform the type of culture and behaviours needed for success.

If exchanging experience and knowledge are critical for value growth, then behaviours which encourage this must be anchored. Basic questions about where decisions should be made, what level of autonomy is appropriate, what authority should the headquarters have? These are all important questions which should be answered early in the merger.

Case in point A case illustrates the point. Two recently merged Nordic fitness businesses had vastly different leadership cultures. One had a highly decentralised, entrepreneurial, local decision making culture that gave the retail branches great autonomy and freedom to act. The other had professional, centralised processes defined at the headquarters and executed with slight variation in the field. Both firms were successful, but with vastly different approaches.

The merger focused not on taking one or the other culture, and not the best of both, but rather a new, third way. This was a natural evolution for both firms and aligned their management practices with the future challenges that the combined firm faced. Prior to the merger, each organisation was made explicitly aware of its unique culture and the likely challenges when merging with the partner’s different culture.

That’s how the best integration leaders avoid the emergence of an, us versus them mentality and a breakdown of trust. People can focus on productive work and growing value, rather than fighting their neighbor.

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Acquisition International's 2015 Q2 Review

Carlisle Management Company: Carlisle Management Company SCA Name: Jose C. Garcia, CEO Email: info@cmclux.com Web Address: www.cmclux.com & www.luxlf.com Address: 9 rue Sainte Zithe, 1st Floor Luxembourg L-2763 Telephone: +352.268.45359

Carlisle Management Carlisle Management is a Luxembourg based investment management firm that specialises in investment structures, fund management and private equity fund opportunities within the alternative assets sector. As a holistic fund and asset manager, Carlisle assumes a wide range of tasks over the entire life cycle of the investment including research and development, structure formalisation, distribution and active management.

Inside of the alternate investments sector, Carlisle maintains a niche focus and expertise within the life settlements industry, creating, distributing and managing yield oriented and tax optimised investments for institutional investors, financial intermediaries and high net worth individuals.

Carlisle designs investment products for investors seeking stronger organisational infrastructure, greater regulatory oversight, institutional counterparties and higher diversification with minimal correlation to traditional financial markets.

Carlisle Management has been based in Luxembourg since 2008, where it established its headquarters and fund domicile due to the small country’s reputation as home to one of the world’s most stringent and well regulated financial systems for alternative assets. Bringing together a team of senior executives that represents over four decades of experience within their focused sectors. Carlisle saw exponential growth within the first few years, quickly garnering a reputation as a market leader and a pioneer for investment solutions within the life settlements space.

The Firm pioneered and continues to utilise mark to market valuation systems and independent service providers paired with tax compliant, regulated investment structures to offer fully transparent investment products to its knowledgeable and discerning investor base. The company’s long standing relationships within its niche sectors, such as life settlements, have allowed Carlisle Management to excel amongst its peers in product acquisition, portfolio management and investment performance.

After years of assisting institutional clients in the development, structuring and management of captive investment vehicles, Carlisle became aware of a lack of products which could offer long term growth focused investments within the life settlements space to investors who did not have enough capital to efficiently build their own captive structure, yet were very interested in this minimally correlated asset class, leading to the launch of the Luxembourg Life Fund: Long Term Growth Fund FCP SIF, which lent its open ended structure to investors who wished to participate in a larger pool of life settlements while maintaining a higher liquidity profile.

As the Chief Executive Officer of Carlisle, Jose Garcia is integrally involved in the management and strategic vision of the company. As founding partner, he has grown Carlisle from the very beginning and still remains fully involved in the continued growth

and ever evolving strategic view of the company. In addition to the role of chief executive, Mr. Garcia heads up the portfolio management and policy acquisition divisions of Carlisle, actively involved on the investment decision making process as well as nurturing and developing the firm’s key sourcing relationships within the industry.

In addition to these duties, Mr. Garcia still manages to remain Carlisle’s public face, personally attending a majority of the industry events, speaking engagements, as well as maintaining regular visitation schedules with Carlisle’s investors, business partners and distribution channels. With sixteen years in life settlements, Mr. Garcia boasts one of the longest successful track records in the industry. His extensive industry knowledge and experience has been a key advantage to educate investors and partners on the Life Settlements space. Mr. Garcia, continues to propel Carlisle Management into a role of innovation and leadership in the Life Settlements space.

While many financial institutions try to provide many disparate services, Carlisle believes that having a tireless focus is the right strategy. Carlisle Management prides itself in staying ahead of the curve, always seeking to interpret current trends in the marketplace and assess the possibilities for adaptation moving forward. “As a group we are constantly monitoring economic conditions, market and sector developments as well as regulatory changes,” pledges Chief Executive, Jose C. Garcia, “we constantly think about our clients and how we can better serve and respond to their changing needs.” Because of this proactive style, Carlisle was one of the first firms to utilise market to market valuation systems, advanced mortality modeling and stress testing in the life settlement industry.

Combining this focus on strategic evolution with the favorable aspects of its choice for domicile and investor base, Carlisle is easily distinguishable from many of the other participants in the industry.

In addition to strategy, Carlisle’s presence within the marketplace also provides an advantage over its competitors. “Each member of our senior team has spent more than a decade within the life settlements space everywhere from portfolio management, sourcing, audit, compliance and regulatory functions,” states Mr. Garcia. “All of our key members are well known and regarded within our industry and have proven themselves over the years to be consistent and dependable individuals to do business with. Because of this our reputation and experience in the industry, we have been able to

lux

Deal of the Month - Archway Technology Partners Acquires WealthTouch

remain in a strategic position within the industry.”

The life settlement industry is still considered new and evolving when compared with many of the traditional asset classes such as equities or fixed income. “It is imperative for those who wish to have a long standing presence in our market to ‘stay on their toes’ in regards to the evolution of the asset class and its practices. Being in the longevity industry, our business is largely driven by the current trends and technology within actuarial science and the regulatory environment of the US Life Insurance industry,” states Mr. Garcia, “as advances are made and regulation changes, it is the responsibility of the manger to grow and evolve with it. Sometimes that means getting outside your current comfort zone in order to ensure a healthy future for investment performance and subsequently maintaining the best interest of our investors.”

“The past year has been quite the ride for our team here at Carlisle” reflected Mr. Garcia “our investor base continues to grow in a market where demand is growing at a faster rate than supply.” Carlisle’s flagship fund the Luxembourg Life Fund: Long Term Growth Fund FCP SIF, has seen substantial growth in the last twelve months and finished strong in 2014 with annualized returns of over twenty percent. “We take pride in our funds and management strategy.” states Mr. Garcia “I think our largest accomplishment was being able to outperform in an industry where discount rates are dropping due to the closure in the gap between supply and demand.” Carlisle’s management team has fended off competition from large institutional investors to nurture existing sourcing channels and continue to make investments in line with its philosophy of quality and long term investment results that benefit investors.

As the life settlement industry and alternative assets in general gain more visibility and perceived value, larger and a greater numbers of institutions begin to enter the space. This new attention has the potential to affect the basic economics of the asset class, as the supply side contends to keep up with growing demand. In this instance, it is again important to focus on maintaining relationships within the deal sourcing network. “The management team at Carlisle has been doing business in our industry for a long time, and has earned their stellar reputation,” affirms Garcia, “in a young industry that is constantly evolving, our team has managed to thrive and provide our investors with unparalleled service and robust investment returns.”

Along with being honoured by Acquisition International as both Hedge Fund Awards 2015’s Best Fund Manager - Luxembourg and Best European Long Term Growth Fund, Carlisle Management and the Luxembourg Life Fund also was awarded Best Insurance Fund of 2014 in this year’s Investors Choice Awards.

Carlisle expects 2015 to be an exciting time for company and its investment products. As demand within the industry continues to grow, efforts need to be made to ensure that the supply side can continue to grow. Carlisle is very active within the industry promoting education on the life settlements to seniors

and insurance producers within the Unites States.

Ensuring that this demographic understands how a life settlement transaction potentially could benefit their financial planning and retirement goals is not only a benefit to the individual but also helps to ensure that the investment community has a solid base of supply to source from. Along with the focus on education, Carlisle continues to develop new products within the industry, both on the supply side and the investment side, which also continuing to grow its network of service providers and acquisition sources. “Our Funds continue to grow, our choices regarding partners and product sources must also continue to strengthen.” Carlisle works with some of the top names in the industry when it comes to service partners, a facet of the business that the company is adamant about maintaining.

As this decade progresses, many investors within the alternative assets sector continue to seek more established and credible domiciles in which to conduct their business. As this demand grows, firms located in jurisdictions with the highest level of transparency and regulatory scrutiny will benefit over those in less established domiciles. For Carlisle, being based in Luxembourg, one of the biggest challenges has been the implementation for AIFMD, which has changed the rules in many aspects of fund management. For Carlisle, implementation of AIFMD further demonstrates to their existing and potential investors as well as service providers that they are confident and extremely capable in our business practices and treatment of their client’s investments.

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Acquisition International - April 2015 21

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Copperstone Capital Copperstone Capital is an investment management firm founded in 2010 in Moscow, Russia by David Amaryan.

The firm was founded by David Amaryan and Vardan Amaryan and for several years the company has been managing private and pooled foreign accounts of its clients and in 2012 has successfully launched its flagship Copperstone Alpha Fund. Since its launch, the Fund has had a solid performance track record and established an impeccable reputation of highest integrity, trustworthiness and transparency.

As a recognition of this Copperstone Alpha Fund received “The Best Russian Hedge Fund Award (since inception)” in 2015.

David Amaryan, Managing Partner & Chief Investment Officer is responsible for the investments management process of the Fund and day to day operations of the Investment Manager. He has over 15 years of investment experience.

We strive to provide the best possible risk-adjusted return by exploiting our proprietary asset valuation models in line with a pro-active portfolio management approach. As we are not part of any large financial group, we are much better suited to make precise and objective investment decisions.

Despite the extremely turbulent conditions last year Russian financial market is constantly evolving and we hope that in the nearest future it will start to occupy an increasingly prominent place in the portfolios of most global and international investors.

Additionally, Russian capital markets still face a number of artificial obstacles – largely the consequence of government interventions.

We assist our clients in following areas:

•

• • •

• •

Other well-known factors include: •

• Here is how David Amaryan comments on Copperstone Capital achievements: In our investment activities we generally seek a broader mandate with little restriction to a particular region or asset class. And though our main focus is equity investments in Russia and the CIS, it allows us to be much more flexible, looking for value in various markets around the world. This advantage becomes critical during prolonged periods of distressed economic conditions, similar to what we’ve managed to observe last year in our country. In this particular case, it allowed us not only to timely switch our investment focus to Global markets and avoid major losses, but also to considerably outperform our Russian peers. This helps the Fund to become one of the best performing funds in Russia in 2014.

The fund’s performance is a result of thorough analysis with careful and consistent risk controls.

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The ability to de-correlate the fund performance from the broad market recessions, while continuing to find investment opportunities in most of the economic sectors and always stay 100% transparent for all partners and investors we consider as our biggest challenge and, at the end, an advantage from the very first day of the company.

However, in order to successfully operate in the Russian market, its peculiar features and weaknesses should always be taken into consideration, while making most of the business and investment decisions.

Copperstone Capital manages wealth for high net worth individuals and institutions and provides advisory services. Copperstone brings together a unique combination of international asset management expertise, highly professional team with proven investment capabilities and extensive knowledge of Russian business environment.

Investment management Personal Net-Worth Management Advisory Services

funds. That is the main reason why the financial performance of majority of Russian hedge funds tends to strongly correlate with the market developments.

Excessive policy volatility and instability of the legal regime Swollen bureaucracy and inefficient legal framework Barriers to foreign entry In many fields counter-productive tax laws, including excessive taxation of foreign residents Weak tax incentives for individuals to save for retirement

We have big plans for the nearest future. As we are constantly seeing more and more international investors ready to share our investment philosophy and excited to get better acquainted with our business approach, we are currently actively working on opening our offices in London and New York. That will also be a major step to becoming a truly global hedge fund.

We are planning to launch a fixed income fund and a distressed Russian debt fund specially tailored for investors with low –to-moderate risk appetites.

Hedge funds have been formally authorised for qualified investors in Russia since 2008. However, Russian legislation has very slow developments in this field and therefore most of the Russian hedge funds tend to operate as a more active alternative to mutual

Company: Copperstone Capital Name: David Amaryan Email: info@copperstonecapital.com Web Address: www.copperstonecapital.com Address: Russia, Moscow, 115035, Sadovnicheskaya St., h.16, bld.

Telephone: +7 (495) 988 00 10

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Hens & Ulbrich Located in Düsseldorf in the center of Germany, Hens & Ulbrich is an accounting firm with two partners – Jan Hens and Simone Ulbrich. Having worked for one of the big four international accounting firms, both partners have long experience in accompanying international business transactions and serving international companies. As an accounting specialist for M&A transactions we are experienced in performing financial and tax due diligences, purchase price allocations and all kinds of valuation services.

In 2014 we helped Plus Server AG, a leading international provider of professional hosting solutions to acquire the hosting activities of synergetic AG. In preparation of the deal we performed the financial and tax due diligence on the target and its subsidiaries. After the signing we performed agreed upon procedures on financial covenants agreed on in the share purchase agreement. Later on we did the purchase price allocation, especially the valuation of the customer base and domains.

Jan Hens (American and German CPA and tax consultant) and Simone Ulbrich (German CPA and tax consultant) also perform statutory audits and other audit services for clients in various industries. Furthermore, we deliver specialist advice with regard to complex accounting issues and do interim management. This also includes bookkeeping and tax services for small and medium sized companies.

Our vision is to deliver high quality services always focusing on the needs of our clients. Being a small company we serve our clients personally, in a flexible way and always on time. Professionalism, discretion and integrity are the values we stand up for.

BKBC Architects is a boutique design firm based in San Francisco Bay Area. Founded by CEO & President Sanjiv Bhandari, AIA, FIIA, on the premise that a small firm could be engaged in big projects on the bases of its expertise and collaborative nature. Sanjiv has over 30 years of experience in leading signature master planning projects of retail, residential and mixed-use nature. His creativity, passion for perfection and clientcentered process inspire and enrich all dimensions of BKBC practice. Sanjiv believes that a site-specific research culture should drive the design and planning process, resulting in projects that are exceptional, authentic and market leaders.

BKBC projects have received several awards and have been published in several local and international magazines. The firm’s global practice has reached in over 30 Cities in nine countries worldwide and over 100 Cities in 25 States in USA. In order to stay innovative and competitive in the market place, any small firm needs to continue to evolve and reinvent itself, especially in Design industry and in the practice of architecture, which is constantly changing. BKBC has been successful in finding collaborator who believe in similar philosophy and lucky to have clients who believe in creating one of kind exceptional places.

The company’s most recently completed project is “The Mall of San Juan” in San Juan, Puerto Rico opened on 26th March 2015, which has over 600,000 square feet of retail area, anchored by Nordstrom and Saks Fifth Avenue Stores as well as a five star Hotel & Casino to be built in phase-2, as third anchor. BKBC are currently working on a world class mall in Bahrain.

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According to Sanjiv, “Leading a small architectural practice requires that we operate within a milieu of unpredictability, navigating the uncertainty of economy, large swings in the market place, and always changing business climate makes it very challenging to maintain a consistent and successful practice”. He continue to express “The most difficult task is staying true to your basic principles and core values and balancing the success and satisfaction”. After working for about 20 years in various capacities in a design firm and with an international development company, Sanjiv realised that it is possible to organise a firm using the same basic principles that we use to approach a development project. “We start assembling the components of building using a cultivated body of knowledge & past experience, acknowledging all of the “givens”, and implementing an innovative & creative solution.

Similarly, starting and running a firm is a collaborative process among few individual who possess similar aspiration and design goals. Diverse expertise in building types, continued learning, and staffing of key people to build a progressive team are important building blocks of any successful design firm”.

The business’s dedication to responsiveness and excellence in formal solutions comes from its core values. BKBC is committed to solutions that are appropriate for its physical and cultural context, while providing a rational, logical and functional solution for every situation. BKBC follow’s the environmental principals and believe that nature provides us with physical resources as well as inspirations to create sustainable solutions. All the undertakings by BKBC reflect the interests and aspirations of its client, community and the time.

BKBC architects ‘experienced staff includes architects, urban planners and graphic designers, who work closely with clients to develop distinctive concepts and creative solutions.

Fresh thinking has its rewards.

Pact Group is a dynamic manufacturer of rigid plastic and steel packaging solutions and other products.

We’ve been recognised for innovations like our Light Proof™ milk bottle, that keeps the light out and the goodness in, and our Twin Lock™ ready-meal tray, a microwaveable steamer made from interlocking two thermoformed trays. We’re proud to partner with leading companies throughout Australasia, delivering innovative packaging solutions. If your business could benefit from what we have to offer we’d love to hear from you.

For more information visit pactgroup.com.au TSP266

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AIP Asset Management Company: AIP Asset Management Name: Jay Bala Email: jay@ aipassetmanagement.com Web Address: http://www. aipassetmanagement.com Address: TD North Tower, 77 King Street West, Suite 4140, Toronto, Ontario, M5K 1E7 Telephone: (416)-601-0808 / (416)-822-4731

AIP Asset Management is a Toronto-based Investment Fund Manager, Portfolio Manager, and Exempt Market Dealer.

AIP’s core focus is to help clients, be they institutions, hedge funds, family offices, or retail investors, achieve their investment goals. AIP also works with investment advisors who are looking to optimize client portfolios given the restraints clients often have.

AIP was formed in 2013. The team previously helped manage a $50 Million Global Macro Fund which has won the Global Award for Excellence Investing in Special Situations and has been named Best Emerging Market Focused Private Investment Firm, North America at the Alternative Investment Awards.

AIPs team previously worked for a fund manager which was named “Best Credit Fund Manager” by Hedgeweek. Recently, AIP was nominated for the Ernst and Young Entrepreneur of the Year Award.

Jay Bala, CFA is a Senior Portfolio Manager at AIP Asset Management. I have over fifteen years of industry experience and have worked for the AIP Kingsmont Fund and the Third Eye Capital/ Sprott Fund. Prior to that, I was an Equity Research Analyst at a leading independent boutique investment bank and worked at the family office of one of Canada’s wealthiest families. My current responsibilities consist of managing hedge funds and mutual funds.

AIP has gained a reputation for its innovative approach to portfolio construction and commitment to investor advocacy. AIP seeks to unlock excess risk premium through each stage of its rigorous investment process. AIP focuses on the things that can be controlled like understanding the client, managing risk, minimising fees and taxes, upholding the highest standard of ethics and professionalism and building trust.

Our safety first credo means that we have no direct access to client assets. They are kept at third party institutions, where they are insured, within defined

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limits, by the Canadian Investor Protection Fund (CIPF).

Equity correlations have increased over the past years due the increase in passive investments and globalisation. As a result, long term diversification benefits have been diminishing. AIP believes the Global Macro strategy is one of the only strategies where correlation declines during a recession, improving the risk reward balance with attractive absolute and relative returns.

While many investment strategies are limited by specific asset classes, global macro can look across the broad investment landscape and switch sectors and instruments when economic and market disequilibria present tactical opportunities.

Global macro funds implement opportunistic investment strategies to take advantage of shifts in macroeconomic trends. AIP has a focus on markets where capital is scarce and opportunities significant and uses hybrid securities and structured investments in high growth companies in need of capital.

AIP has been achieving continued growth, business success and industry recognition. Sustained hard work and determination have been key contributors to its success. AIP was recently nominated for the Ernst and Young Entrepreneur of the Year Award.

AIP has also been named Best Emerging Market Focused Private Investment Firm in North America at the Alternative Investment Awards and it was named Best Macro Hedge Fund in Canada at the Hedge Fund Awards sponsored by Barclay Hedge.

Receiving such awards and recognition demonstrate that AIP is headed in the right direction.

AIP expects to continue its strong growth through acquisitions and organic growth. Currently the downturn in the mining and oil and gas sectors have created opportunities for short term and long term investments which could generate significant alpha going forward.

Arena Security provides security services including keyholding, mobile patrols and on site security officers.

Name: Graham Bethel Company: Arena Security Limited Email: grahambethel@arenasecurity.co.uk Web Address: www.arenasecurity.co.uk Address: The Old Bank, Birds Hill, Letchworth Garden City, Hertfordshire SG6 1HU Telephone: 01462 481811

Our clients are very varied. We provide a high class service to many public sector clients and a whole host of commercial clients, of all sizes. Our geographical area incorporates Hertfordshire, Bedfordshire, Berkshire, Buckinghamshire and Essex.

Our management team are proactive and really care about our clients and our security officers alike, this is one area where our business is unique. With an exceptionally low staff turnover, clients are assured of consistency of service. We specialise in forming a long term close working partnership between our clients and all levels of the Arena team.

To quote one of our clients: “We have used Arena Security for twelve years, amazingly I have the same team of security officers and deal with the same managers as I did twelve years ago”.

In regards to challenges that we may face, we build our team on the vision that, we do not know the meaning of the word ‘challenge’, only opportunity!

We aim to continue with the same ethos that we have maintained for the past 40 years. This is to maintain growth at a steady rate which can be directly overseen by the directors of the company. Our reputation means more to us than a large increase in profits.

What business/business person do you most admire and why?

We highly admire Anne Mulcahy, CEO of Xerox. The Company was close to bankruptcy when Anne was voted in by the board. She apparently accepted the post with much reluctance but totally changed the business around. She stuck to her guns when all around were advising other options and has proved that her business instincts were sound.

Clerksroom Direct offers barristers an established route to the direct access market and for customers, the ability to obtain an immediate, clear quote for legal services and procure safely through a unique online portal.

Name: Stephen Ward Company: Clerksroom Direct – Public Access to Barristers Email: ward@clerksroomdirect.com Web Address: www.clerksroomdirect.com Address: Equity House, Blackbrook Park Avenue, Taunton, TA1 2PX Telephone: 0845 083 3000

Our clients are members of the public, in house lawyers, businesses and insurance companies. In fact, anyone who would like to obtain a quote for legal services directly from a barrister can use our services.

Clerksroom Direct is unique because it is the only website that allows you to compare the profiles of over 1,000 barristers to help you find one that can meet your legal needs. Customers can obtain an immediate quote, have their case managed, make payment and provide feedback directly through the easy to use web portal.

The biggest challenge facing us at the moment is creating a marketplace. This includes reaching members of the pubic and encouraging them to consider direct access as a valuable, clear and cost effective alternative to instructing a solicitor in the first instance.

Most members of the public and businesses don’t realise they can instruct barristers directly and save considerable amounts of money on their legal spend. Our job is to make the Clerksroom Direct portal more accessible to anyone who has a legal need.

The aim of our business is to empower anyone wishing to obtain a quote directly from a barrister to do so in the easiest way possible. Our aim is to simplify the legal marketplace and showcase the bar as a profession that can work directly with consumers and B2B clients.

The company’s biggest challenge is accessibility. We need to transform legal speak into plain English and making legal services more accessible to anyone wishing to use them. This isn’t simply a challenge for us, but the legal sector at large.

Richard Branson is the one person that our business most admires. This is because he combines charm with clear ambition and high moral standards.

Acquisition International - April 2015 29

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Name: Richard Quigley Company: DataGenic Ltd Email: richard.quigley@datagenicgroup.com Web Address: www.datagenicgroup.com Address: Cheapside House, 138 Cheapside, London, UK EC2V 6BJ Telephone: +44 (0) 203 814 8500

DataGenic is the leading global provider of on-premise and in-cloud Smart Commodity Data Management software. We deliver intelligent analytics, real time data content and proven business value. The innovative solutions include a data agnostic multi-commodity data management platform, visual mapping and management of business processes, extensive and extensible data quality management, unlimited forward curves construction and an intelligent decision framework.

Our clients range from Energy Majors, Refiners, Gas Wholesalers, and Power Utilities (upstream to downstream) and also the Commercial & Industrial (C&I) sector, including Food & Beverage, Transportation and Logistics and Mining and Manufacturing. Companies that are engaged in the energy and commodity market place in wholesale buying, selling and hedging or directly engaged in raw materials and commodity procurement, all benefit from our solutions.

DataGenic provides enabling technology that crosses many traditional boundaries to ensure cross-department adoption, regulation and compliance ready, content rich and extensive functionality. This enables us to be unique and stand out from competitors: • • •

•

• • •

All software modules are standalone and interoperable with client existing software Follow-the-sun support model for critical applications and services Over 400+ exchanges, pricing reporting agencies (PRA) , brokers, and other authoritative sources for Real-time, delayed and end of day data The world’s only off-the-shelf application using artificial intelligence for the automation and generation of forward curves Cloud, On premise or Hosted deployments Extensive commodity market domain knowledge, ensuring fit-for-purpose software and services Support for all current market regulation, PRA reporting and external audits

With a majority of our clients in the energy and commodity industry, the current environment of low oil prices (circa $59 for Brent at time of writing) and unfolding market regulation is presenting challenges for all. This can be a time of austerity for some companies; mothballing major projects, redundancies and a general tightening of their belts.

New regulation also brings additional risk and fear in understanding how it affects them and how to manage their compliance risk. However, I see these challenges as opportunities and so do most of our clients. Sustained low oil prices helps to accelerate technical innovation, operational efficiency, business model reviews, acquisitions, and a more strategic view on the use of data.

Whether it’s a Big Data project, or automating hundreds of manual or semi-manual processes, DataGenic continue to push the boundaries for our clients to be one step ahead.

Data management is a multi-faceted phenomenon in today’s increasingly complex commodity trading market. You need sophisticated and functionally

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rich capabilities to address this new landscape, while remaining flexible enough to respond to new opportunities and/or global, political/regulatory/ competitive pressures. It is a fact that the growth in data will continue and to collect, organise and utilize it presents great challenges.

While there is competition in the marketplace, there are opportunities to differentiate yourself from the herd as it has become increasingly necessary.

In Europe for example, the REMIT regulation has levelled the playing field for all market participants and offers greater price transparency. Thus, trading organisations now need to find ways of creating new opportunities or leveraging existing business.

Data is the key to this; making your ‘data smart’ should be the goal. However, in order to realise the opportunities that exist in this new Big Data landscape (for example in relation to market direction) there needs to be a cultural acceptance of data as a strategic asset, and the investment in a data landscape that underpins and supports the ‘data driven’ firm.

Getting to a place that provides meaningful information in a timely manner requires a lot of hard work. But it will be worth it.

There are many challenges that exist around Big Data that not only include creating a responsive technical infrastructure within an organisation to cope with the doubling of corporate data year on year, let alone external data, but also releasing the necessary investment to initiate, operate and sustain the program. However, the biggest challenge for Big Data on the trading floor may be people. Traders are a unique bunch of individuals, each has their own way of ‘listening to the market’ whether that be the through use of technical indicators, news channels, speaking with brokers, reports, emails, fundamental analysis, instant messages, market depth, etc. It would clearly take a super human effort for a trader to be on top of all the information that is available at any one time, yet convincing traders to adopt this new technology may take some effort.

In my opinion, there needs to be a top down approach to Big Data programs, to understand the need for change by embracing this unstoppable deluge of data into actionable and ultimately profitable trades.

Without C-Level buy-in, projects like these may find it difficult to get the momentum they require to get going and be sustainable for long term leverage.

Balmert Consulting Execution Solutions Name: Paul Balmert, Principal Sales Contact: Scott Pignolet Company: Balmert Consulting Email: vspignolet@kingwoodcable.com Web Address: www.balmert.com Address: 1023 Tangle Briar Drive, Seabrook, Texas 77586 Telephone: +1 (281) 359-7234

Balmert Consulting is a global management consulting firm headquartered in Seabrook, Texas. We offer training products and consulting services designed to achieve a sustainable improvement in operational execution, starting with safety performance. Our flagship courses focus on safety leadership and managing risk in operations. Over the last fifteen years we have trained over 55,000 line leaders, from front line supervisors and safety coaches to top executives on six continents in seven different languages.

The focus of our consultancy and expertise lies at intersection of execution, leadership and operations. We believe that execution is the difference that makes the difference in converting goals into results. In business, execution is management’s function and it takes leadership to drive execution.

Our clients are small and large companies in the exploration and production, refining, chemical processing, construction, agriculture, recreational products, security, maintenance services, wind power, mining, heavy manufacturing, generation and distribution, paper and forestry, and household product industries. Many of them are Fortune 500 companies.

Great content, great delivery and great teachers enable our company to be unique from others.

We have equipped front line workers to company presidents and CEO’s all over the world with practical management and leadership practices – the “what to do” and “how to do it” – to enable them to achieve their business objectives.

Most significantly, teaching these kind of leadership and coaching practices has enabled our clients to achieve significant improvements in their performance, and we have ample testimonials to support that fact.

Principal Paul Balmert authored the book on safety leadership: Alive And Well At The End Of The Day, where much of what we teach can be found. But great content alone is not sufficient. Getting great results from training also requires great delivery of the content.

Much of our success is a product of our teaching process. Our classes are taught using the Socratic Teaching Method. It’s the oldest teaching technique on the planet, dating back to the famous Greek philosopher, Socrates, who once said “I cannot teach anyone anything. I can only make him think.”

We apply that approach in our classes through the use of questions, problems and case studies that are based on our own real world experience as leaders. Our students routinely tell us “This is the best course I’ve ever attended.”

Our goal is simple. We aim to help our clients achieve their business goals, starting with sending everyone home alive and well every single day.

Clasen, Caribé & Casado Filho is a boutique Law Firm specialised in Litigation and ADR with focus in M&A disputes and Distribution Agreements in Brazil.

Please tell us about your clients Our clients are some of the leading Brazilian industries, such as Netuno International, Exito Imporatadora and Federal Petroleum.

What makes your business unique?

We are focused on providing high quality law services with reasonable fees. We have experienced counsels from the leading Brazilian universities and some of them are even Professors in their Law Schools. These are just some of the factors that make us unique from our competitors.

What’s your biggest challenge facing you at present?

Considering our challenges within the business, Brazil is now facing a turbulent period, but our institutions and our democracy are very solid. Brazilian dispute resolution system has been revised and we have to update some of our practices.

What’s the aim for your business?

The main aim of our business is to help clients, especially from abroad, to be represented by high level counsels in disputes involving Brazilian parties.

What business/business person do you most admire and why?

We really admire investment funders, as they always believe they can do better in a business that already exists.

Name: Napoleão Casado Filho Company: Clasen, Caribé & Caado Filho Sociedade de Advogados Email: napoleao@ccflaw.com.br Web Address: www.ccflaw.com.br Address: Rua Augusta, 1939 – 11st floor – São Paulo – SP - BRAZIL Telephone: +5511 3063 1816 Acquisition International - April 2015 31

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Twelve Capital was founded in 2010 and is majority owned by the partners of the firm. Our client base includes public and corporate pension funds, banks, corporations, fund of funds and family offices.

At Twelve Capital, we pride ourselves on being exclusively focused on investments in the insurance sector and, as such, we offer unique and carefully selected investment opportunities yielding systematically attractive returns. Our added value is Twelve’s pool of talent, which focuses on generating superior returns for our clients via a multi-pillar, well governed and repeatable investment process.

Company: Twelve Capital Name: Joshua Rosen Email: joshua.rosen@twelvecapital.com Web Address: www.twelvecapital.com Address: 23 Hanover Square, London, W1S 1JB, United Kingdom Telephone: +44 203 693 5265

Twelve Capital is an independent investment manager with an exclusive focus on insurance investing. Twelve Capital’s investment capabilities range from liquid and private transactions in collateralised reinsurance (Cat Bonds and Private Insurance linked securities (ILS)) to debt (including public debt, bilateral loans and private placement bonds). The firm offers access to these comprehensive investment opportunities through fund solutions or tailor made mandates.

There are a number of challenges that are likely to impact the asset management industry over the coming months and years. The overall macro environment is a low yielding one and, as a result, investors will continue searching for investment managers that are able to deliver superior returns. For us, this is yet another excellent opportunity to prove to our clients that, through Twelve’s unique access to the insurance sector, we can achieve such returns in excess of market expectations.

As Twelve invests a significant amount of assets on behalf of our clients across the balance sheets of insurance and reinsurance entities, we are also a major facilitator of financing for these organisations. Therefore, we not only aim to drive convergence of (re)insurance and capital markets, but also bridge traditional and alternative investments in the insurance space. Leveraging our dedicated expertise and broad access to investment opportunities supports the team’s constant efforts to extract superior and sustainable risk adjusted returns for our clients.

Twelve has enjoyed a considerable amount of success over the past 12 months.

First and foremost, the firm has seen strong absolute and relative performance across all portfolios and, on the back of such strong performance generation, we have experienced continued and substantial growth in assets under management.

As well as this, Twelve has completed the successful launch of our Insurance Private Debt strategy and the launch and proof of concept of our Best Ideas strategy.

This aims to leverage the team’s insurance investing expertise across the whole (re) insurance balance sheet to exploit best relative value in the insurance space.

We offer site visits to many types of properties to inspect areas that require upgrading to fire regulation standards. These clients are in addition to a wide variety of construction companies and electrical wholesalers. We also deal with the public on private requirements to domestic properties.

Anglian Intumescent Limited has a very dedicated knowledgeable team with plenty of experience to provide technical advice/support and solutions to fire stopping applications. We are also able to provide a specification service for architects, all of these factors, we feel makes us unique.

Company: Anglian Intumescent Limited Name: Jennifer Hull Email: jennyhull@anglianintumescent.co.uk Web Address: www.anglianintumescent.co.uk Address: 1st Floor Offices, Unit 30 Green End Industrial Estate, Gamlingay, Bedfordshire, SG19 3LF Telephone: 01767654117

Anglian Intumescent Ltd are the leading technical fire consultant company for the whole of the United Kingdom, We are a well established fire prevention company with over 29 years of experience in advising buyers and specifiers on key projects. This often leads to the supply, installation and certification of work carried out by our trained and accredited team of installers.

Our clients consist of the following; National trust , English Heritage, Lincoln Castle magna carta exhibition centre, Cambridge University, Estate management, Kings College, Addenbrookes Hospital, Greyfriars Colchester, Royal Lodge Windsor Great Park, Cromwell Hospital, Stotfold Watermill, Norwich Cathedral, Anglesy Abby, Wimpole Hall, Ickworth House, Blickling Hall, Belfour Beatty, RG Carter and OMC Investments.

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We are one of the largest distributors and stockist of fireproof and fireproofing products in the U.K. Available to you from standard to special sizes with an overnight or three day delivery.

With a fully trained Napfis credited team of installers. This enables us to supply you with a Napfis certificated installation service which is to ensure you that all products are installed within the required regulated standards. We are able to arrange a site consultation visit. We will go through your project to advise you on our products & services and upon request also conduct an onsite Survey.

Our biggest challenge that we face at present is Public Awareness in relation to fire & smoke prevention importance/relevance.

Anglian Intumescent Ltd believes it is very important to provide a high level of service and provides a top quality range of passive fire prevention products, to help save lives and protect buildings against smoke and fire damage, this can overall reduce fire damage claims.

Passive fire protection products play a crucial role in any new buildings or refurbishment projects. By applying the correct products specified they help to allow your family & friends more time & a safer way to evacuate the building. They also assist in the safety of the Fire & Rescue Services, to carry out their work in a safer and more controlled environment. When installed correctly, these products will form a “compart-mentation” to the rooms. This means to hold the fire and smoke within an area, allowing a minimum of half an hour to an hour’s protection.

Our product range vary from intumescent coatings, barriers, seals, cat flaps, down lighter covers, door upgrade kits, pipe wraps, letter box protection and lots more.

Established as the most successful independent valuer and sales agents for the dental market, Frank Taylor & Associates specialises in practice valuations, sales, purchases and business improvement services for dental professionals in England and Wales.

Company: Frank Taylor & Associates Name: Lis Hughes Email: team@ft-associates.com Web Address: www.ft-associates.com Address: 1-3 Bradmore Building, Bradmore Green, Brookmans Park, Hertfordshire AL9 7QR Telephone: 0845 612 3434

The company has been involved in the sale and valuation of thousands of dental practices nationwide. All of their clients, dental professionals who are looking to sell or buy a dental practice, can be confident that they will always know how they work, what their fees are and who they are working with.

One of the biggest challenges the business is facing at the moment is dealing with the time it takes from securing an offer on a practice to reaching completion as there are so many hurdles to jump during the legal process. In particular CQC registration and deregistration is complex, even more so if there is an NHS element to the practice.

Frank Taylor & Associates has a strong, unrivalled track record in dental practice sales within the UK that has given them a unique knowledge of the demand for practices in different geographical areas.

Coupled with an extensive database of qualified potential purchasers, they use this knowledge on their clients’ behalf to find the most suitable purchasers time and time again.

The main aim of their business is to deliver a dedicated and enhanced customer service to all their clients at all times. They use their unrivalled sector knowledge to match people with opportunities in the open market, guiding them from start to finish, achieving the best results whilst protecting their interests at all times.

As a company they follow four key principles; honesty, integrity, reliability and value – all of which underpin their relationship with their clients. They work with clients to ‘Assess, Protect and Enhance’ their personal and practice circumstances at all times.

Confidentiality and professionalism are also extremely important and critical when discussing a dental practice or plans for the future. All of their clients can be assured of this when they deal with the team at Frank Taylor & Associates.

A key challenge for the company at the moment is successfully educating those looking to sell their business and making them understand that the principle of “selling for free” doesn’t make any commercial sense. There is no such thing as a free lunch! It might sound like an attractive offer, but sell for free and a vendor is at serious risk of not getting the best price for their practice. It’s more expensive, creates divided loyalties with the sales agent and leads to many complications.

Selling a dental practice is a stressful enough process and unlike their competitors, Frank Taylor & Associates DO NOT accept a commission fee from a purchaser. To them that is a clear conflict of interest and not in the best interest of their clients. This business is very clear in their duty to their clients as they instruct them to sell their practice. All practices sold with them are presented to the open market and they only realise a commission fee once a sale is completed.

When asked what business person members of the Frank Taylor & Associates team admire most, there was a clear winner - Tim Cook from Apple. Steve Jobs is a hard act to follow, but thus far, Tim Cook is doing a tremendous job. Rather than attempt to match the consumer-facing innovations Steve Jobs had been known for, Tim Cook is forging into the future with his own new advances.

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Emerging wealth equity Trilogy Global Advisors are a boutique investment management firm specialising in emerging markets and global equities.

Our clients are long term institutional investors such as pension funds, endowments, sovereign wealth funds and insurance companies.

We are a unique business due to our approach to risk, which is not about relative tracking error but about downside risk relative to upside return.

At present, our biggest challenges are avoiding valuation bubbles created by a period of excess liquidity.

Name: Mark Archer Company: Trilogy Global Advisors Email: Marcher@trilogyadvisors.com Web Address: www.trilogyadvisors.com Address: 23 Austin Friars, Room 2.19, London EC2N 2QP Telephone: +44 203 170 8057

There are several reasons for electing mostly the PRL method. One of them is the fact that its use does not depend on information that is outside the entity’s own recordkeeping environment. Another is that the mathematics required for imports of goods used in production processes under the repealed Law 9,950/00 usually resulted in small taxable adjustments when the levels of value added to these raw materials were significant.

34 Acquisition International - April 2015

The business person that we, as a business most admire is Warren Buffett. This is due to the fact that he actively combes growth and value disciplines in his investment style.

We feel that the main aims within our business at the moment are to achieve and maintain a reputation for pre-eminent investment performance and client service.

Challenges and Alternatives for the Brazilian Importer under the Transfer Pricing Regulations by Carlos Ayub – Transfer Pricing Lead Partner in Brazil Since the enactment of the Brazilian transfer pricing regulations, the Resale Price Less Profit (PRL) Method has historically been the method most used by taxpayers to evidence their compliance with the pricing of import transactions, since the local law does not require the Best Method Rule (except for commodity transactions), thus allowing a taxpayer to choose the preferred method.

Delivering consistent outperformance is always our company’s biggest challenge. We know that performance is key for clients and therefore this is something we are always focused on.

However, with the enactment of Law 12,715/12, a new rationale was introduced for the PRL method, which disregards the value added in Brazil and uses a formula to prorate the cost of the imported raw material to the cost of the finished product. That tweak in the formula, for most taxpayers, resulted in significant increases of the taxable adjustments, despite the reduction in the new profit margins required in a large part of the cases.

Furthermore, the PRL is more susceptible to foreign exchange effects, as the ones that the Brazilian economy has experienced in recent months, since its equation starts with a resale price in “Brazilian Reais”reals and its outcome is a price that is compared to the price of the actual import in foreign currency.

Thus, importers that until then used exclusively the PRL method should now consider the possibility of using different methods, such as the Comparable Independent Prices (PIC) method and the Production Cost plus Profit (CPL) method, the supporting documentation of which, especially in the latter case, is complex, laborious, and depends on information obtained from their foreign related parties.

Therefore, even though the PRL method should continue being the starting method in most cases, we suggest that other methods are taken into consideration to be applied exclusively on imported items that are subject to taxable adjustments, as an alternative to reduce or even eliminate such adjustments.

Note that there are major complexities and challenges in this area, which tend to increase, especially if we add to them the highly computerized resources that the Brazilian Federal Revenue Service has, and continues to expand to oversee these transactions.

In this context, the assistance of specialists with practical experience on these matters, as well as the use of cutting edge, proven technology is mandatory to find new paths that result in a reduced financial burden, within legal limits.

The thousands of projects to Metito’s credit and its proven record of reliable performance earned it the trust of market leaders, a reputation for professional excellence, and a unique portfolio of iconic projects. Metito was the first company to introduce the reverse osmosis technology outside the USA in 1972 and the first to pioneer concession contracts with private entities, under a BOOT scheme, in the GCC region.

Metito is the leading provider of choice for total intelligent water management solutions in the emerging markets, having acquired a wealth of experience since its founding back in 1958. The company provides customized, comprehensive and advanced solutions across the full spectrum of its industry, from clean to dirty water, for the municipal, industrial, and oil and gas sectors.

The Design and Build arm of the Group specializes in custom design and manufacturing of water treatment, wastewater treatment and desalination plants/ systems. Through this business unit, Metito has successfully executed over 3000 projects in worldwide locations.

The Utilities business provides full-service of water supply and wastewater treatment under build-own-operate, build-operate-transfer, build-own-operatetransfer, takeover-operate-transfer full concession business models, and O&M contracts. This business currently manages a total installed capacity exceeding 1 million m3/day at its China concessions alone.

Metito doesn’t compromise on world-class output and the Group is endowed with a committed and highly qualified team of professionals who possess the refined skill sets needed to; evaluate, select, develop, implement and maintain state-ofthe-art water treatment technologies and solutions.

Metito’s effective and proven management capabilities and experienced leadership coupled with our formidable strategic and financial shareholders including; International Finance Corporation (IFC), Japan Bank for International Cooperation (JBIC), Mitsubishi Heavy Industries, Mitsubishi Corporation, and Gulf Capital, will all render us to become more globally competitive and expedite our company’s successful and sustainable growth plans.

Metito’s global headquarters at Techopark Dubai is supported by strategically located regional offices in Sharjah for the UAE, Gulf States and Saudi Arabia, Cairo for Africa, Jakarta for Southeast Asia and Shenzhen for China. Through this intricate network the Group effectively manages thousands of projects, spanning four continents.

TRG provides a managed service, managing all aspects of personnel working at client sites in the capacity of switchboard operators, concierges, front of house reception, and help desk operators.

Our clients range from the private and public sector. For example the media, NHS, insurance, banks, European Commission.

We believe that our company is unique and that we differ from our competitors.

The main reasons for this is that we are a boutique agency, very niche and with very few competitors. We are dedicated to a quality service delivery and have never failed to meet a service level.

Our biggest challenge that we are facing at present is the economic crisis. Due to this, we have seen an increase in clients wanting more for less.

Name: Trevor Gilbert Company: The TRG Group Email: tgilbert@thetrggroup.co.uk Web Address: www.thetrggroup.co.uk Address: 160 Fleet Street, London EC4A 2DQ Telephone: 01473288018

The aim of TRG is mainly to survive this recession which is my fifth in business.

We also aim to continue striving for excellence in service delivery.

The biggest challenge within the company is to return to the level of growth pre 2008.

Unfortunately, I cannot comment on a business or business person that I admire.

This is due to the fact that I follow no one, and therefore try to plough my own furrow. I try to take the best bits from people or businesses that I come across throughout my working life and see if it works for TRG. At my age (72) I am no longer impressed with others, but still believe there is plenty to learn.

Acquisition International - April 2015 35

COUNTED

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We are delighted to work with Counted4 who have provided a level of professionalism and range of specialisms which we would have never been able to develop on our own. When we first implemented the programme in 2011 the failure rate was 11.8%, with a regular targeted programme this has dropped to a failure rate of 3.7%, and down to 0.8% in 2014. We would endorse Counted4 whole-heartedly – their regulatory body and governance ensures that their protocols and ethics are unquestionable and their staff are friendly, professional and responsive – providing appropriate, concise and fail safe reports and guidance.

Waste Recycling Company – North East – January 2015

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???

Ones to Watch

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Alix Partners Name: Andrew Grantham Web: www.alixpartners.com Address: 20 North Audley Street, London, W1K 6WE, United Kingdom Phone: +44 (0) 20 7098 7400 Fax: +44 (0) 20 7098 7401 Email: agrantham@alixpartners. com

AlixPartners is a leading global business advisory firm. Our results oriented professionals specialise in creating value and restoring performance at every stage of the business life cycle. We thrive on our ability to make a difference in high impact situations and deliver sustainable, bottom line results.

Our professionals specialise in a wide array of global enterprise-wide solutions, including: Enterprise Improvement Revenue and profitability expansion, Cost efficiencies, Cash flow improvement, Strategy and transformation.

Financial Advisory Corporate Investigations, Healthcare advisory services, Intellectual property services, Litigation consulting and expert testimony, Valuation services, Economic consulting, Creditor advisory, M&A advisory, Pensions advisory, Debt advisory and Corporate finance.

The firm’s expertise covers a wide range of businesses and industries, whether they are healthy, challenged, or distressed. Since 1981, we have taken a unique, small team, action oriented approach to helping corporate boards and management, law firms, investment banks, and investors respond to critical business issues.

Information Management IT Performance improvement, Applied analytics, Electronic discovery, Litigation data analytics, Bankruptcy management and Settlement administration.

Leadership and Organisational Effectiveness Board Governance, C-Suite Advising, Executive Selection, Development & Succession, Customised Leadership Programs, M&A Culture Integration, Organisation Design, Talent Strategy & Alignment, Coaching for Enterprise Change and Culture Assessment Transformation.

Turnaround and Restructuring Whole Company Turnaround, Interim Management, Cash Management & Liquidity Generation, Creditor/UCC Advisory, Contingency Planning, Lender Negotiations & Debt Restructuring , Asset Rationalisation, Finance Transformation, Reorganisations, Working Capital Improvement and Formal Restructuring.

When legal issues arise, organisations and their counsel turn to experienced accounting, economics, and financial professionals with a successful record of response to urgent situations, whenever and wherever such professionals are needed. We assist attorneys and legal counsel by conducting internal investigations related to corruption, accounting fraud, or other types of fraud and by helping establish effective risk management, compliance adherence, and anticorruption processes, controls, and procedures. We prepare valuation models and perform financial or economic analyses for the purposes of quantifying damages in antitrust and commercial litigation and disputes. We deploy electronic-discovery and other techniques in litigations or in situations in which financial or other data must be preserved, mined, reconstructed, or analysed.

Our experts perform economic and financial analyses of a broad range of issues involving litigation, antitrust, and other regulatory investigations. And we carry out valuation analyses for mergers and acquisitions, financial reporting, bankruptcy and workout, and tax planning services.

38 Acquisition International - April 2015

We deploy efficiently sized teams of experienced professionals who combine investigative skills with technical accounting knowledge to quickly uncover information. Our teams include certified public accountants, certified fraud examiners, computer forensic technology experts, individuals certified in financial forensics, and other experienced investigators. Our corporate investigations address such matters as: • • • • • • • •

Financial Reporting Fraud Related-Party Transactions Ponzi Schemes & Kickback Schemes Foreign Corrupt Practices Act (FCPA) Violations Self-Dealing Contract Compliance Theft & Misuse of Corporate Assets Post Event Monitoring

Working in such a competitive environment requires a great deal of expertise and experience. Our investigations team in EMEA is headed by Andrew Grantham, who has over 20 years’ experience acting as an accounting expert witness in litigation and arbitration. He has also given expert evidence on more than 20 occasions in courts and in international arbitrations, including ICC, ICSID, UNCITRAL and various ad hoc arbitrations around the world.

Furthermore, he has acted as an arbitrator and regularly acts as a neutral expert determiner.

Andrew’s experience covers many aspects of accounting, valuation and financial matters, including breach of contract and loss of profits claims, minority shareholder and joint venture disputes and claims arising following acquisitions and sales of businesses. He has also been involved in major financial investigations, and has given expert evidence in criminal proceedings brought against a director of a construction company in respect of fraudulent trading.

Included in his portfolio of work are corporate finance due diligence, internal audit and corporate recovery liquidity appraisals. He has undertaken a significant number of valuations in both contentious and noncontentious situations.

Tempest Forensic Accounting is an independent firm specialising in forensic accountancy. We spoke to them about their firm, and the importance of getting the right expert and advice.

Name: Geoff Mesher FCA MAE Email: g.mesher@ tempest-fa.com Web: www.tempest-fa.com Address: Fifth Floor, Royal London Buildings, 42-46 Baldwin Street, Bristol. BS1 1PN Phone: 0117 929 0440

It is well known by acquisition professionals and corporate lawyers that it is common practice to include a dispute resolution clause requiring an expert determination in sale and purchase agreements where completion accounts or earn-outs are present.

What is less well appreciated is that getting the process right, finding the right expert and the right adviser, is vital. Getting it right (or wrong) can have a significant effect on value.

Engaging an expert to determine an earn-out or completion accounts dispute who is unfamiliar with the process and the rules associated with such a role can be costly in terms of arriving at a perverse result especially when expert determinations are notoriously difficult to overturn. techniques need to be developed to extract, manage and analyse the data.

We are a global firm and we are increasingly finding corporates are viewing and managing the risks to their business on a global basis, rather than regionally. We follow that model, and operate as a global team, covering EMEA, APAC and USA. Likewise, engaging in such a process relying on advice from those who have not acted in the role of expert determiner is rather like driving blind-folded, which is unadvisable to say the least.

Tempest Forensic Accounting is experienced in acting as independent expert determiner in transaction disputes. From disputes involving tens of thousands of pounds to those involving hundreds of disputed items and multi-million pound differences, Geoff Mesher, Managing Partner at Tempest, has determined many major disputes.

Geoff s experience at KPMG and Grant Thornton over almost 20 years, as well as that of his fellow partners, means that the firm is able to bring a wealth of knowledge to assist clients who are facing what is often a unique and non-core experience for them.

Building on his experience as the determining expert, Geoff has also advised clients on the process and strategy of expert determinations and has drafted or reviewed submissions to experts on behalf of clients.

Tempest Forensic Accounting is an independent practice dedicated to forensic accounting. As a result, Tempest is generally conflict free and is able to provide the specialised big-firm input, where the major accounting firms are conflicted out of the dispute process, at a cost effective price.

Risk is an integral aspect of any transaction and whilst due diligence and skilful negotiations between buyers and sellers can mitigate a large proportion of the risk. There will always be areas or aspects of a transaction where alternative solutions may be required.

Nuala Read Director- Transaction Solutions Aon Strategic Advisors and Transaction Solution Tel:+44 (0)207 086 4927 Mob: +44 (0)7779 702435 nuala.read@aon.co.uk John Donald Director- M&A Solutions Tel: +44(0) 141 222 3369 Mob: +44(0) 7976 194 538 john.donald@aon.co.uk

Increasingly our clients are looking to transfer this risk and uncertainty through transactional liability insurance solutions.

Nuala Read, a Director specialising in Transaction Liability insurance at Aon commented “when a company is bought or sold, clients may consider how they might cover potential losses that could arise out of a sale agreement. Insurance solutions are gradually becoming a usual way for parties to bridge a ’warranty gap’ or to take difficult issues off the table. Transaction insurance can provide financial protection [for a buyer or a seller] if something were to go wrong after the deal closes.”

Demand for transactional insurance and especially Warranty & Indemnity (W&I) insurance, has been steadily increasing, with the number of policies placed in 2014 by Aon increasing by over 50%.

Allan & Overy commented * that last year they saw W&I used in 17% of their private equity M&A deals in the EMEA region, a significant increase in the use of the product from previous years with the upward trend seeming to be continuing.

even as the economy has improved, there are still many buyers who are unable to “take a view” when there are issues on Seller caps or other deal issues.

W&I insurance is proving to be increasingly useful for these situations.

In addition to using transactional liability insurance products to get deals done, Dealmakers are including general insurance, pension and employee benefits reviews within their standard suite of due diligence (DD) work streams to complement the work being undertaken by the financial and legal DD teams.

The primary function of Aon’s DD Exercise is to identify the risk exposures facing the target business and comment on the suitability of their current arrangements and how these will be impacted by the transaction. In recent years, a number of Aon clients now specifically request that we liaise with their legal DD teams in respect of key customer or supplier contracts in order that clarity can be obtained around the insurance obligations being imposed on both parties under the contract(s) as well as ensuring their compliance. At Aon, we understand the importance of delivering a flexible service to meet the needs and demands of our clients.

“We believe the use of W&I insurance has increased as the product has improved, the pricing is better, and there’s a growing awareness of how useful it can be.” Nuala adds. “Buyers are still very risk averse Acquisition International - April 2015 39

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Name: Maurice Faull Email: MauriceFaull@hsc.uk.net Web: www.hsc.uk.net/forensics Address: 30 New Road, Brighton, East Sussex, BN1 1BN Phone: +44 (0)1273 324163 Fax: +44 (0)1273 889659

Hilton Sharp & Clarke is a leading firm of forensic accountants based in Brighton in the UK. We spoke to Founding Director Maurice Faull on why they’re the experts when it comes to business valuation or share valuation advice.

To outline the exceptional service we offer, let me give you some examples. Late last year an article appeared in the press in relation to a matrimonial dispute in which Mr Justice Mostyn was scathing about the costs involved, particularly by two firms of forensic accountants (involved in valuing the family company), who had clocked up £154,000 in fees.

Splitting that equally, it represents a fee charged by each firm of £77,000. As far as I can ascertain, the value of the business being valued by the forensic accountants was less than £2.5 million. I am the expert business valuer at my firm and I was not asked to quote or be involved in any other way in that case.

As you will see below, I think that was a big mistake.

I was instructed as an expert valuer in a similar major valuation dispute and that case also came on for trial last year, in the Rolls Building in London. This was an ‘unfair prejudice’ action and I was instructed on behalf of the Petitioner. Largely following my expert valuation advice, the trial judge adopted a value of the company of £10 million, which I believe to be the largest ever valuation of a small non-quoted private trading company in an unfair prejudice case.

My firm’s total fees for preparing a full valuation report, a supplementary valuation report, a Joint

40 Acquisition International - April 2015

Statement with the other side’s expert (from a major national firm), three conferences with Counsel and five days attendance at Court were just £38,000.

As you can see, my firm’s fees were half that of the firms instructed in the case where the judge criticised the valuation fees charged and yet I achieved as an expert valuer in Court a value of the business that was at least four times the value in that other case.

To put it simply: we achieved four times the value at half the cost, which shows the exceptional service you get when you instruct HSC. My valuation chargeout rate has remained at £225 per hour for the last six years and that is why we are half the cost of some other valuation accountants, but you still receive first class valuation expertise.

Circumstances where an expert valuation might be required are: commercial disputes, share sale/ purchase agreements (where an expert determination is required), matrimonial disputes (where a business or shareholding needs to be valued), partnership disputes and unfair prejudice cases. Please consider approaching me the next time you need expert business or share valuation advice for a without obligation quote.

AUGENTIUS We are trusted by some of the biggest Private Equity and Real Estate Funds in the world to provide tailor-made, bulletproof fund administration and depositary services.

NEW YORK CAYMAN BVI LONDON BELFAST GUERNSEY JERSEY LUXEMBOURG THE NETHERLANDS CYPRUS MAURITIUS SINGAPORE HONG KONG US

Brendan Tyne +1 917 484 8222 brendan.tyne@augentius.com

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Andrew Stewart +44 20 7397 5463 andrew@augentius.com

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Alexander Traub +65 6420 6991 alexander.traub@augentius.com

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Ashlea Financial Planning Name: Diane Weitz Company: Ashlea Financial Planning Ltd Email: Diane.weitz@ashlea-fp.co.uk Web: www.ashlea-fp.co.uk Address: 81 Hatherley Road, Cheltenham GL51 6EG United Kingdom Telephone: 01242 254149

Ashlea Financial Planning was founded in 2005 by Diane Weitz, who made the decision to set up an independent financial planning business, following an extensive career in the financial services industry. Ten years on, she spoke to us on the organic rise of her company.

Having worked in Financial Services since 1986, I spent a large portion of that time self-employed. I was keen to set up a fee-based Financial Planning Practice, which is why I established Ashlea Financial Planning Ltd in June 2005. Our clients are individuals, who welcome a professional approach, encompassing the whole of their financial affairs, whilst maintaining the personal touch which comes from a small company with a strong client focussed team.

Our current business environment is buoyant in our region, and the need for good financial advice is steadily increasing. This buoyancy is due to the developments in technology, which have completely revolutionised the Independent Advice market.

We now keep all client details electronically with a database which enables us to be much more proactive in managing their affairs. We also have access to sophisticated analytical tools which enable us to construct bespoke portfolios related to client needs. Furthermore, we also have the facility to manage these through the availability of good, well sourced, administrative platforms.

With regards to the changes we face in our industry, the greatest interest and activity came from last year’s budget. This involved changes to the pension rules which bring flexibility which was, in the past, only available to the wealthy. This has kick started and interest in pensions and should increase the savings into them.

Also in the changes is that the death benefit rules have established these pensions as a way of possibly passing wealth on to one’s children tax efficiently. In addition to this there is the auto-enrolment initiative to ensure that everyone has access to a pension scheme which will reach companies with fewer than 50 employees over the next two years.

Other changes we are facing are in the IFA market, which has been completely overhauled in the last few years with the change from a distribution model where providers of products paid advisers by commission, to one in which it is clearer that the client pays for the advice. We are now into our second year of the full application of the Retails Distribution Review. Those companies that have come through this challenge have better qualified advisers, a stronger financial base and are in a good

42 Acquisition International - April 2015

place to expand and develop. These changes have been good for us as we were already fee based from the time that the company was established.

As well as changes that benefit us, there are also many challenges we are facing in our industry. One of the major problems facing us is that we need a programme of development amongst the young to encourage them to consider working in this sector.

Financial Planning is often not a career choice but work with schools which has been initiated by the Personal Finance Society show that school children are inspired by the fact that this is a job which demands skills related to communication with people. As a company we took on an apprentice last year straight from school who has proved invaluable and who is now employed permanently. Providing Financial Advice has been for many a second career and we need to inspire graduates to consider it as their first career choice.

Evidence of the stability of our sector is that Ashlea Financial Planning Ltd has had time to grow organically. Over this time team members have been added, and the interaction with the clients is very much a team effort. Our aim is to provide a personal service in which clients genuinely feel valued and that their best interests are at the centre of any advice.

We aim to go beyond just financial advice to enabling clients to consider what is really important to them and to structure their affairs to help them achieve their ambitions. We have recruited another adviser this year who is well on his way to becoming a Chartered Financial Planner. As we grow we are determined to maintain this personal touch. The most important criteria is to find an adviser you can trust.

Ones to Watch in 2015

McGovern & Greene LLP is a wide spectrum forensic accounting and consulting practice with offices in Chicago and Las Vegas. We spoke to Partner James L McGovern about the explosion of demand for forensic accounting and the challenges that come along with it.

The field of forensic accounting has exploded in recent years and is one of the fastest growing sectors in the accounting industry. What was once a niche service has now become a must have offering for all but the smallest accounting firms. Unfortunately, in many instances, this has caused confusion in the market place and some potential clients receiving less than quality service. On the bright side, many universities are responding to the growing need and offering classes specifically addressing forensic accounting techniques.

Name: James L. McGovern CPA/CFF, CVA Email: jim.mcgovern@mcgoverngreene.com Web: www.mcgoverngreene.com Address: 200 W. Jackson Blvd, Suite 2325, Chicago, IL 60606 Phone: 312-692-1000

When seeking a forensic accounting firm, clients should look for firms that offer not only excellent technical skills but the ability to quickly assess the problem, efficiently investigate the matter, and perhaps most importantly, convey the findings in a manner that will be easily understood. It is also important to select a firm that understands the rules of evidence, works well within the legal system, and has credibility before a trier of fact.

As a firm that matches this criteria, we provide services to clients throughout the United States and internationally. Our staff is comprised of specialists in litigation support, damage analysis, valuation, forensic accounting, corporate investigations, anti-money laundering, federal contract accounting, and gaming controls and compliance. As a result of our expertise, the firm is regularly engaged by major corporations, law firms, government agencies and law enforcement.

McGovern & Greene LLP also leads the industry in the field of fraud detection and prevention. Our staff of Forensic Accountants and Certified Fraud Examiners is equipped with the skills, experience and knowledge to assist clients in detecting fraudulent activity carried out by unscrupulous employees or outside vendors.

With the forensic accounting industry continuing to grow, our firm stands out by providing outstanding service while maintaining a very reasonable fee structure. We offer the expertise of “big name� firms for a fraction of the cost. Firm Partners Craig Greene and James McGovern combine for more than 60 years of experience in the forensic accounting field and have testified as experts in more than 100 matters during their careers. Our experts have the unique ability to breakdown complex financial matters and explain those matters to judges and juries in language they can understand. The firm also employees highly respected professionals with experience in executive level risk management, security, and audit functions for major corporations and governmental entities.

Acquisition International - April 2015 43

Company: SolarReserve Name: Kevin Smith, Chief Executive Officer Web Address: www.solarreserve.com Address: 2425 Olympic Blvd., Suite 500 EAST, Santa Monica, CA 90404

Solar Reserve SolarReserve is a leading global developer of utility scale solar power projects These include electricity generation by solar thermal energy and photovoltaic panels.

In addition, SolarReserve has commercialized a proprietary advanced solar thermal technology with integrated energy storage that solves the intermittency issues experienced with other renewable energy sources. This proven US developed technology generates renewable base load and dispatchable power and can compete with traditional fossil fired and nuclear electricity generation. The company currently has more than $1.8 billion of projects in construction and operation worldwide, with a development pipeline of 5.6 gigawatts (GW) across the world’s most attractive, high growth renewable energy markets.

Kevin Smith is SolarReserve’s Chief Executive Officer and joined the company as one of its founding executives in 2008. Smith drives SolarReserve’s efforts to develop and build large-scale solar energy projects which include $1.8 billion of solar projects in construction and operation in the US and internationally. Smith brings 30 years of energy industry experience to his role as SolarReserve’s CEO. He has held senior executive positions with many successful energy companies aimed at developing solar and wind energy projects as well as natural gas, oil and biomass-fueled electricity facilities. Throughout his career, Smith has actively led the development, financing and construction of privately owned energy projects in fifteen countries and five continents around the world.

These constructed projects total more than 5,000 megawatts with long-term electricity sales contracts in excess of $55 billion.

As renewable energy penetration grows, the need

for utility scale renewable generation with storage technology is increasingly important to mitigate intermittency problems, deliver power into peak demand periods, and support transmission system reliability. SolarReserve was formed in January 2008 with the purpose of commercializing advanced US developed molten salt ‘power tower’ technology with energy storage for utility scale concentrating solar thermal power (CSP) under a global exclusive license from Rocketdyne, who at the time was a subsidiary of United Technologies. This proprietary technology was developed and tested for more than two decades, with over 50 US and global patents. In October 2014, SolarReserve acquired all the technology outright, including intellectual property rights and patents related to molten salt technology for concentrating solarthermal power and electricity storage applications, and heliostat designs and collector field control systems.

CSP power tower technology with integrated molten salt energy storage is emerging as the industry leader in terms of efficiency, reliability, and cost among all CSP options. Independent studies have shown that CSP with molten salt storage is as reliable as fossil fuel generation for meeting the grid’s demands at peak times. As intermittent renewables such as wind power and photovoltaics (PV) become more widespread globally, they will contribute less and less to meeting peak demands, but CSP with storage will maintain its value over the long term, even as demand profiles change. While battery technology continues to improve, progress is incremental, and costs are prohibitive for large scale installations – with these high costs further complicated by battery performance, degradation, replacement and end of life environmental considerations.

SolarReserve’s flagship 110 MW Crescent Dunes Solar Energy Plant in Nevada, with 10 hours of full load energy storage, is the world’s first utility-scale facility to feature advanced molten salt power tower energy storage capabilities. The project’s 1.1 GW hour storage capability is almost 40 times the size of the largest battery storage project in construction or built to date. The Crescent Dunes project, now complete with construction and currently in the

commissioning phase, is scheduled to commence full operations in mid-2015, and will be the only operating utility scale molten salt power tower on the planet. Crescent Dunes will deliver more than 500,000 megawatt-hours of electricity per year – twice the output of a similar sized PV solar project without storage. SolarReserve’s US developed proprietary storage technology is a fraction of the cost of utility scale battery storage with virtually no performance degradations over time. And the molten salt never needs replacement for the entire 30+ year life of the plant.

Last December, the South Africa Department of Energy selected SolarReserve’s 100 MW Redstone project in its latest round of solar energy projects at the lowest delivered cost of electricity of any concentrating solar power project in South Africa to date. The 100 MW project with 12 hours of full load energy storage, based on the technology deployed in the Crescent Dunes project, will be able to reliably deliver a stable electricity supply to more than 200,000 South African homes during peak demand periods, even well after the sun has set. The project is scheduled to achieve financial close later in 2015 and commence operations in 2018. Along with the 100 MW Redstone CSP project, SolarReserve currently has three photovoltaic projects, totaling 246 MW of generation capacity in operation in South Africa.

To deliver reliable and cost effective 24/7 base load power, SolarReserve is developing CSP projects that integrate substantial PV into the design. These ‘hybrid’ CSP + PV projects can compete with traditional generation while providing emission-free and low water use generation. Balancing CSP with PV ‘inside the fence’ eliminates the intermittency issues associated with PV, and combining the two technologies reduces overall delivered power cost.

These baseload solar power plants can operate at a high capacity factor and availability to fully utilize transmission infrastructure. In Chile, SolarReserve was the first company in the country, and worldwide, to start development of a fully integrated CSP and PV hybrid project to supply power to the mining sector, an industry that requires 24/7 power supply.

This hybrid concept will maximize the output of the facility, delivering over 1,700 gigawatt hours annually, at a highly competitive and unsubsidized price of power that competes with coal and natural gas plants to provide round the clock supply. The project’s more than 3.6 GW-hours of energy storage is the key to meeting the market demands.

SolarReserve is headquartered in Santa Monica, California, and maintains a global presence with seven international offices strategically located in Africa, the Americas, the Asia Pacific region, the Middle East, and Europe given its widespread project development activities across more than 20 countries.

Acquisition International - April 2015 45

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Name: Pia Söderblom Email: pia.soderblom@pohjola. com Telephone: +358 10 252 2485 Name: Jussi Kärävä Email: jussi.karava@pohjola.com Telephone: +358 10 252 4376 Web Address: www.pohjola. com/assetmanagement Address: Eteläesplanadi 12, Helsinki, FI-00013 Pohjola, Finland

Pohjola Helsinki-based OP Wealth Management’s R2 Crystal Fund invests in 10-15 different hedge funds across a wide range of strategies. Jussi Kärävä, Head of Fund Selection, told us more about its ongoing success.

OP Financial Group is Finland’s largest financial services group. It provides its customers with diversified range of banking, investment and insurance services.

R2 Crystal Fund is managed by OP Wealth Management which is one of the Group’s three business segments. R2 Crystal Fund is a fund of hedge funds with net assets of approximately EUR160m and cumulative returns since inception in January 2006 of 89% (7.30% p.a.) and annualised volatility of 5.90%.

“The Fund’s investment objective is to seek consistent high absolute returns with low correlation to traditional asset classes and a lower level of risk than a diversified equity portfolio, as measured by the volatility of returns,” says Jussi Kärävä, Head of Fund Selection. “Typically the fund’s assets are invested in 10-15 different hedge funds across a wide range of strategies. The fund may employ borrowing, on average 25% and 50% of its net asset value, to achieve its investment objective.”

R2 Crystal Fund’s long-term commitment and experience in hedge fund investing and fund selection give it a competitive edge, he says. “Together with our continuously improved investment and operational processes, significant infrastructure investments and access to company-wide pool of resources support our position as the leading hedge fund of funds manager in Finland. “In terms of the R2 Crystal Fund, our approach of running a fairly concentrated portfolio of globally leading blue-chip hedge fund names, many of them nowadays closed for new investors, is a unique offering that would be difficult to replicate by any of our competitors. Our investors also greatly value the fact, that we have a significant internal investment in the fund. “Our strengths lie especially in our portfolio selection, strategic allocation and sourcing capabilities based on our long experience and long-standing relationships in the industry,” he says.

The Fund, which is registered in Ireland, invests mainly in Britain and America. “Our investable universe in our own geographical region is remote and most of the funds in our portfolio are based in the UK or the US,” says Kärävä.

Challenges and opportunities These are challenging times for the asset management industry, as it is not easy to generate returns in the current low-growth, low-rate economy, says Kärävä. “At the same time, we feel this is creating opportunities for our hedge funds business with its better flexibility and ability to provide attractive risk and return characteristics and serve as a useful complement to investors’ current asset allocation plans. Indeed, we continue to see increased interest from our customers towards the R2 Crystal Fund and hedge fund investing in general.”

46 Acquisition International - April 2015

The next 12 months look bright, he says. “2015 will be a good year for the hedge fund industry, with diverging global economics, political uncertainties and increasing volatility creating better investment opportunities as compared to 2014. We believe increased investor interest towards hedge fund investing will continue and we expect to see significant net inflows during the course of the year.

“We think most significant changes in the industry over recent years have been the enhancements in transparency, controls and infrastructure, helping to create better credibility especially towards institutional investors. But this evolution remains a work in progress, with inefficiencies and areas for improvement yet to be addressed.”

Recognising success The R2 Crystal Fund has been named Best Fund of Hedge Funds – Finland in the Hedge Fund Awards.

“We are naturally very pleased to see our capabilities acknowledged at this level,” says Pia Söderblom, Portfolio Manager. “We are proud and honoured for this important recognition, and feel obliged to continue to deliver superior performance for our investors across market cycles.

“We think our long-term commitment to continuous improvement of our investment processes, operational capabilities and risk management and the resulting ability to continuously generate above average risk-adjusted returns are what distinguish us from many of our competitors. Evidently this has been noted by our peers and clients.

“For us, this award is a valuable recognition of our clients’ and peers’ support and our ability to deliver above expectations. We are naturally very pleased to see our capabilities acknowledged on this level.”

Changing perceptions The world of hedge funds is often viewed as a secretive one, but that perception is gradually changing, Söderblom says. “We definitely feel that the way hedge fund managers and the industry in general are seen by the general public, has changed for the better during the last couple of years. Increased transparency and regulatory oversight have worked to decrease the shadowy reputation previously associated with the industry by many, making the hedge fund industry stronger and more attractive to investors today.”

As for the future, OP Wealth Management plans to continue to grow its hedge funds business, says Söderblom. “We see recent changes in the industry welcome and creating new opportunities for us in the future. In accordance with growing investor demand, we plan to further increase the size and depth of our hedge funds business in the coming months and years.”

Viboal FindEx is a team of professionals on taxation, transfer pricing and tax litigations which provides solutions to tax challenges and assures specialized assistance for the communication with tax authorities.

Our goal is to reduce the tax risks and costs for our clients by establishing the tax practices conformant with to the law, by verifying tax compliance and by assurring a correct process to evaluate the tax compliance in relation to the tax authority. In order to better understand our projects and the value we create for the clients, please visit our website pages presenting our services where you will find information on success, both for us and our clients.

Our standards are generated by recognized values, incorporated within our services: • commitment in order to exceed clients’ expectations, regarding the importance of flexibility and providing results at the right time, • exigency and care in fulfillment responsibilities, • competence based on a background of positive results and continuous improvement, • professionalism and integrity towards business partners.

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www.acquisition-intl.com

Serry Law Office Address: 1 Talaat Harb St., Cairo - Egypt Tel: (202) 2392 0053 Fax: (202) 2392 1873

Serry Law Office was established in 1937 and has been offering corporate and real estate legal services in the Arab Republic of Egypt for many of the leading national and multinational companies.

The firm ranks as one of the oldest and largest law firms in Egypt, with over 25 attorneys, consultants and support stuff of highly qualified professionals.

Serry Law Office has built a network of strong links with correspondent law offices in many of the Arab countries in the Middle East as well as several European countries. Through its network of associates, the Office monitors on behalf of its clients all regional legal developments and is able to manage its clients’ legal matters, thus providing its clients with regional legal services of the highest quality.

Serry Law Office is specialized in real estate, corporate and trade legal matter and offers the full range of real estate services, including drafting of sale and purchase agreements, lease and mortgages agreements, Real Estate Finance Agreements and handles all necessary procedures for the registration of property and mortgages before the competent authorities for Egyptians and non-Egyptians. The Office remains since its establishment the leading entity working in this field in Egypt with an extensive client list representing national and multinational companies, individuals as well as other law firms.

The Office is a pioneer in the field of corporate practice in Egypt and it provides its clients with a full gamut of quality legal services, ranging from

48 Acquisition International - April 2015

participating in and advising on pre-contract negotiations, to drafting and preparing international commercial agreements. We advise clients on all aspects of corporate activities in Egypt under Companies, Investment and Capital Market laws.

The Office advises on, and handles matters related to incorporation, operation, mergers, acquisitions, joint ventures, dissolution, issuing of shares, and acquisition of companies, privatization, preparing legal Due Diligence reports, preparing and reviewing offering circulars, and providing legal opinions. Our experienced lawyers are professional in drafting all types of commercial contracts, including joint ventures and partnership agreements, articles of incorporation and statutes, transfer of technology, license agreements, construction contracts, commercial agency, distribution agreements and franchise agreements. Our corporate team is experienced in the field of Mergers and Acquisitions.

Throughout the past twenty years the office has handled several mergers and acquisitions executed in Egypt on behalf of purchasers, sellers and in certain cases, as transaction counsel. Our lawyers advise on and handle matters related to preparing legal due diligence reports, drafting of shareholders’ agreements, share purchase agreements and mergers agreements; in addition to handling all legal procedural matters related to mergers and acquisitions.

Amanda Hardy, Q.C. Amanda was appointed Queen’s Counsel on 12th January 2015.

She studied law at King’s College London where she also completed her Masters in Tax. Amanda was a visiting Lecturer in the Law of Trusts at King’s from 1993-1998.

She was a Middle Temple Queen Mother’s Scholar at Bar School and won Acquisition International’s Most Recommended Junior 2015 Award.

Amanda’s practice falls broadly into two areas. Firstly, she has an increasingly busy litigation practice. Having appeared, during her career to date, three times in the House of Lords, eight times in the Courts of Appeal, once in the European Court of Justice and twice in the Privy Council as well as a number of appearances before the High Court, First and Upper Tier Tribunal and Special Commissioners, she has recently been involved in litigation in many areas of direct and indirect tax, including trusts, capital gains tax, income tax, tax aspects of divorce and international taxation. She has recently appeared five times in the Ugandan Tax Tribunal in Kampala for a multinational oil company.

Secondly, Amanda’s practice continues to involve a substantial amount of advice, planning and structuring work for individuals, corporations and particularly trusts including offshore domicile and residency issues, pension taxation issues and corporate reconstruction.

Amanda writes the United Kingdom chapter of International Taxation of Trusts and is currently writing Pensions Taxation. She is on the main Committee of the Chancery Bar Association, Chair of the Pro Bono Sub Committee and is a member of the Revenue Bar Association Amanda Hardy QC Barrister Tax Chambers 15 Old Square Lincoln’s Inn London, WC2A 3UE Tel: 02072422744 Email: taxchambers@15oldsquare.co.uk Website: www.taxchambers.co.uk

The Deal Diary Welcome to the Deal Diary- our monthly round-up of the recent M&A activity across the globe.

As always, we feature a range of transactions across a number of different sectors.

Banexi Ventures Partners investment in Netwave, intending to build their teams and expand their operations.

Compin’s acquires Fainsa to expand their growth and introduce new products to their business.

Royal IHC has also acquired SAS Offshore to enable IHC to further secure its position as a supplier of reliable integrated offshore systems and integrated vessels in this sector.

Infineon and GE Ventures investment in TTTech Computertechnik AG has allowed them to accelerate growth with its safety certified solutions in its core markets.

And finally, Polaris Private Equity (“Polaris”), the leading Danish/Swedish lower mid-market private equity investor, is pleased to announce that it has successfully completed a first closing of its fourth private equity fund – Polaris Private Equity IV – at DKK 2.2 billion (€300 million).

Have you done a deal lately? If so, then we want to hear from you.

Head over to www.acquisition-intl.com and submit the details.

powered by

Q1 round-up The first three months of 2015 have generated significant levels of investment, according to data from Zephyr, the M&A database published by Bureau van Dijk. In all there were 18,633 deals worth a combined USD 1,181,398 million announced worldwide between January and the end of March.

Q1 2015 has now come to a close and may be an indicator of how things are going to shape up worldwide over the coming nine months. Investment levels, if not spectacular, have been by no means a complete disappointment, as in spite of a decline in both volume and value, the latter remains higher than at any point between Q4 2008 and Q1 2014. The chemicals, rubber and plastics sector is one notable industry to have received considerable levels of investment in the year to date, having been targeted in deals worth USD 172,198 million. Others include machinery, equipment, furniture and recycling (USD 122,049 million) and banks (USD 117,582 million).

Number and Aggregate Value (Mil USD) of Deals Globally: 2006-2015 to date (as at 31 March 2015) Deal half yearly value (Announced date)

Number of deals

Aggregate deal value (mil USD)

Q1 2015

18,633

1,181,398

Q4 2014

22,095

1,280,642

Q3 2014

22,230

1,216,901

The most commonly targeted region worldwide thus far this year is Western Europe with 5,352 transactions. This puts it just ahead of its nearest competitor, the Far East and Central Asia, which has been targeted in 5,325 deals. North America placed third with 4,037, followed by Eastern Europe with 1,920.

However, all four of these regions declined when compared to Q4 2014. In terms of value North America led the way with USD 456,869 million, suggesting higher individual considerations given its relatively low volume for the quarter. Western Europe placed second by value with investment of USD 364,844 million while the Far East and Central Asia came next with USD 233,668 million.

Q2 2014

21,291

1,379,835

Q1 2014

21,203

989,996

Q4 2013

22,577

967,151

Q3 2013

20,252

1,054,404

Q2 2013

19,558

919,347

Q1 2013

17,943

732,441

Q4 2012

20,321

1,069,880

Q3 2012

17,831

718,704

To sum up, in spite of a decline in both volume and value when compared to Q4, there is still plenty to be positive about in Q1 2015. Although results were not as high as over the previous three months, there was still significant investment and hopes will be high that the next few quarters will be able to continue at a similar, or higher, level.

Q2 2012

18,155

786,310

Q1 2012

18,317

682,149

Q4 2011

19,381

768,667

H1 2008

452

13,578

Acquisition International - April 2015 51

50 Years of Corporate Rescue and Insolvency Expertise For further information, please contact: Ali Zaidi Head of Insolvency & Restructuring ali.zaidi@edwincoe.com

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The Deal Diary

Banexi Ventures Partners investment in Netwave Netwave, a Labège, France-based provider of a big data platform for e-businesses, raised €1.2m in funding.

investment in

Banexi Ventures Partners made the investment.

The company intends to use the funds to build the management team, hire new people, continue to test the platform and expand operations.

Led by Jean Luc Bernard, President, Netwave provides e-merchants with a real time big data insight platform to conduct marketing campaigns. Its solutions manage daily more than 20 million personalized interactions.

Legal Adviser to the Vendor

Based in Paris (operations) and Toulouse (R & D), the company has a team of 20.

Apraxis acted as legal advisers to NETWAVE and were led by Isabelle RICHARD, Associate Director (below).

Legal Adviser to the Purchaser

Financial Due Diligence Provider

Compin’s acquisition of Fainsa Equistone Partners Europe Limited (Equistone) and Bpifrance/the Croissance Rail Fund agreed to provide €10 million to Compin Group to support the bolt-on acquisition of Fainsa in January of this year. This acquisition will allow Compin to pursue further growth by enhancing its product range and expanding into new European markets.

acquisition of

Compin is a leading French manufacturer of train and bus seating and interiors. Founded in 1902, the company generates sales of nearly €57 million. The acquisition of Fainsa, Spain’s leader in train and coach seating with sales of €32 million, will allow Compin to enhance its product offering both on the Spanish market and on other major European markets, such as the UK and Germany.

This transaction will also help Compin broaden its client base and diversify its range of public transportation seating products, while boosting and optimising the Group’s industrial capacity in Europe.

Legal Adviser to the Purchaser

Leading the legal team for the purchaser was Simone Guaglianone of Intlaw Abogados y Consultores (Intlaw). According to Mr. Guaglianone, the transaction provided a few challenges in order to bring the French purchaser and Spanish vendor to agreement.

“We were involved in the negotiation, procurement and execution of the purchase of Fainsa. We negotiated extensively with the sellers and their lawyers to come to an agreement on the sale and the terms and conditions of the SPA,” says Mr. Guaglianone.

“This sale required multifaceted mediation and negotiation skills due to the intricacies of the vendor’s business. The transaction was particularly difficult due encroaching competition, time restrictions and sentimental attachments within the family business, which hindered the ability for the sellers to be flexible in the vending process,” he adds.

The acquisition swells Compin’s size to 560 employees and four production sites in Europe. “Thanks to this acquisition, Compin has reached a new dimension becoming a solid mid-cap with a comprehensive and diversified portfolio in public transportation seating and train interiors, with sales of €100 million,” explains Mr. Guaglianone.

Acquisition International - April 2015 53

The Deal Diary

Kulicke & Soffa acquisition of Assembléon Kulicke and Soffa Industries, Inc. (NASDAQ: KLIC) (“Kulicke & Soffa”, “K&S” or the “Company”) todayannounced it has finalized the transaction to acquire a 100% equity stake of privately held Assembléon B.V. (Assembléon). The all-cash transaction, valued at approximately $98 million, closed on January 9, 2015.

acquisition of

Assembléon, based in Veldhoven, the Netherlands, is a leading technology solutions provider that offers assembly equipment, processes and services for the automotive, industrial, and advanced packaging markets. Assembléon’s calendar 2014 revenue is currently anticipated to be approximately $90 million.

Speed, accuracy and process improvements in backend semiconductor and advanced SMT equipment are converging to drive new and innovative solutions that address specific segments within the high-growth advanced packaging market. Each organization’s technical strengths are anticipated to enable further innovations within their complementary core markets and advanced packaging segments, such as system-in-packages, embedded die, package-on-package, wafer-level-packaging and fan-out-wafer-level packaging.

Bas Leensma

“We are extremely pleased to welcome Assembléon’s customers, supply chain partners and employees into the K&S family,” remarked Bruno Guilmart, Kulicke & Soffa’s President and Chief Executive Officer.

“We continue to work towards a thoughtful integration process and look forward to sharing additional details over the coming months.”

Jeroen de Groot, Assembléon’s Chief Executive Officer, stated, “This is an exciting time for the industry as both organizations are collectively better positioned to provide leading and innovative solutions that address their respective core markets as well as the advanced packaging opportunity. Leveraging Kulicke & Soffa’s extensive sales, distribution and service network; strong customer relationships; and proven interconnect expertise all add value to our existing organization.”

Tax Adviser

ATLAS

ta x l aw y e r s fiscalisten

Legal advisors to purchasers

Legal advisors to vendors

Atlas Tax Lawyers, led by Bas Leensma, partner, acted as Tax advisor to Assembleon.

Bas.Leensma@atlas-tax.nl

Royal IHC acquisition of SAS Offshore Royal IHC (IHC) has acquired SAS Offshore, which is based in Alphen aan den Rijn, The Netherlands.

SAS Offshore is specialised in designing and manufacturing high quality deck equipment for the offshore oil and gas market. This acquisition enables IHC to further secure its position as a supplier of reliable integrated offshore systems and integrated vessels in this sector.

acquisition of

SAS Offshore was originally founded in 1896 in Gouda and it has a long track record in delivering pipelaying systems and winches, including ancillary equipment and services. The company also holds a minority shareholding in the Norwegian engineering and service company AXTech, and this stake has also been taken over by IHC. AXTech develops, designs, delivers, tests, commissions and carries out service on heavy lifting and material handling equipment for use in harsh and corrosive marine environments.

“The acquisition of SAS Offshore fits perfectly into our strategy of becoming a total solutions provider,” says IHC’s CEO Bram Roelse. “Its high level of knowledge and state-of-the-art facilities mean that we are even better equipped to deliver turnkey solutions. We are also gaining better access to the important offshore markets in Brazil and Norway thanks to SAS Offshore’s portfolio and local facilities.”

Adviser to SAS Offshore & Brastec

Ploum Lodder Princen led by Tom Ensink, partner and assisted by Huub Pilgram, associate represented SAS Offshore shareholders and Brastec Technologies SA.

Huub Pilgram

Tom Ensink

Mr Ensink commented: “We acted as Dutch counsel. This deal was connected to the deal whereby IHC purchased a majority stake in Brastec Technologies SA.”

54 Acquisition International - April 2015

“The negotiations took place partly in Rotterdam, partly in Rio de Janeiro. I thought it was nice to see how the deal teams worked very well together, the Brazilian-Dutch combination worked very well. One could say “Laranja Mecânica” shifted to orange-yellow-green but continued to work as a team. Did not notice (m)any of the purported cultural differences. t.ensink@ploum.nl http://www.ploum.nl/

Adviser to Royal IHC

The Deal Diary

Infineon and GE Ventures investment in TTTech Computertechnik AG TJP advised TTTech Computer Technology AG on capital increase of €50 million resulting in Infineon and GE Ventures investing in TTTech Computertechnik AG, the technology leader in robust networked safety controls.

The team at TJP Advisory & Management Services GmbH, which has been advising TTTech Computertechnik since 1998, was led by Thomas Jungreithmeir assisted by Markus Bläuel and Sonja Thalmann.

TJP prepared the information memorandum, including the business plan and valuated the target company for negotiation purposes. TJP assisted in the negotiations and the due diligence process, which included structuring of the shareholding portions. TJP also arranged financing for the founder shareholders to participate in the capital increase.

TTTech intends to use the proceeds to accelerate growth with its safety certified solutions in its core markets as well as to enable new value propositions and global support for its customers in the Industrial Internet of Things and autonomous driving car markets.

investment in

Adviser

Company Biography The international consulting and implementation company TJP Advisory & Management Services GmbH combines top-class partners, having many years of international experience due to their executive positions in well-known consulting and industrial companies in Austria and abroad, and offers consulting and implementation from a single source according to the needs of the market. The focus is not only on the strategic and restructuring, as well as corporate finance advice, but also on the implementation-oriented part of such projects—the interim management in particular in restructuring, post-merger integration, business development, or turnaround situations. The high end tax advisory services are within the TJP group provided by TJP Austroexpert Steuerberatungsgesellschaft m.b.h. In addition to the conceptual support up to the implementation of the concepts, national and international projects are implemented successfully on the market.

Palais Collalto - Am Hof 13/ Stiege 2/ DG, A-1010 Wien/Vienna - Austria Tel: +43 1 890 30 32 | Fax: +43 1 890 30 32 - 300 E-Mail: office@tjp.at Homepage: www.tjp.at

Closure of Polaris Private Equity IV at €300m

closure of

Polaris Private Equity (“Polaris”), the leading Danish/Swedish lower mid-market private equity investor, is pleased to announce that it has successfully completed a first closing of its fourth private equity fund – Polaris Private Equity IV – at DKK 2.2 billion (€300 million).

Admincontrol provided the virtual data room. Admincontrol’s Virtual Data Rooms (VDR) is used to share sensitive documents and information where easy sharing, and full control over sensitive documents is key. The solution allows swift and secure information sharing in connection with transactions, stock exchange listings, the raising of capital and restructuring processes.

Virtual Data Rooms can be used when sharing information to external parties during: Mergers & Acquisitions - IPO & Fund Raising - Private Equity transactions - Real Estate transactions - Procurement.

Admincontrol VDR is user-friendly and intuitive. The solution provides a good overview of extensive structures. No installation is required. It is simple to upload and organise documents via the drag-and-drop function, and the relevant stakeholders can quickly be given access to the service. Admincontrol VDR has a number of advantages: User-friendly and clear folder structure - Clear and advanced Q&A module - Good control of different users’ rights and access - Reports and a log of all activity - Free text search for names and content - Possible to transfer the information to the board and management portal after the VDR project has been completed.

Private Equity IV at €300m

Virtual Data Room Provider

Legal Adviser to the Purchaser

Admincontrol helps you to get started quickly and efficiently. The data room is established within a few hours, and support is easily accessible throughout the process. Support 24/7/365 - Help with scanning and uploading documents and/or folders - Help with invitations and managing users roles and rights.

The administrators manage the various users’ access: rights to read, print or download documents.

Documents can be given a watermark, and the data room can be secured using two-factor authentication via text message.

Admincontrol offers you full confidentiality and information security. We have a duty of confidentiality from your first query.

Acquisition International - April 2015 55

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