Acquisition International August 2014

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AI Deal of the Month

Numerex Acquires Omnilink In April, Numerex Corporation, the Atlanta, Georgia-based leading provider of interactive and on-demand machineto-machine (M2M) enterprise solutions, acquired Omnilink Systems, an Atlanta-based leading provider of offender electronic monitoring, asset tracking, personal tracking and lone worker safety solutions. Louis Fienberg, Executive Vice President, Corporate Development at Numerex, told Acquisition International why the deal will create significant growth opportunities for the company. /12

Timor Hibiscus Limited Acquires Talisman Resources Mark Paton, Chief Business Development Officer at Hibiscus Petroleum, spoke to Acquisition International about the deal and how it will help Hibiscus achieve its goal of producing 10,000 – 15,000 barrels of oil per day by 2016. /14

Creating Value Through Our Knowledge And Experience

Also inside this issue...

Dealmaker of the Month PwC Steve Roberts is Transactions Partner at PricewaterhouseCoopers and he talks to Acquisition International magazine about a recent milestone transaction for the firm. / 10

Acquisition International August 2014

AI Deal of the Month: UPG acquisition of Accept Cards and Accept Card Rentals Miles Carroll, CEO of payment gateway UPG, told Acquisition International how the recent acquisition of card payments specialist Accept Cards and Accept Card Rentals will support the company’s continued growth. / 16

Rosneft acquires SANORS Holding Limited Rosneft, the integrated oil company majority owned by the Government of Russia, and petrochemical company SANORS Holding Limited signed an agreement of sale and purchase, according to which Rosneft acquired 100% of the SANORS group’s enterprises. / 18

Auditors: A Vital Role CCP Accountancy Services Limited is the accountancy arm of the CCP Group.

Glenn Harrigan, Director at CCP, spoke to Acquisition International about the important role auditors play in the BVI business environment. / 62

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

Contents August 2014 www.acquisition-intl.com

Editor ’s Comment Hello, and welcome to another issue of Acquisition International.

In a recent survey, KPMG said it foresees increased mergers and acquisitions in the insurance industry in the coming year.

The audit, tax and advisory services firm reported, in its 2014 Insurance Industry Outlook Survey, that “the vast majority” of survey respondents are investing in talent, customer programs and technology to grow their businesses and gain a competitive advantage.

KPMG found 54% of the 95 US-based senior insurance executives it surveyed indicated they expect to be involved in an M&A deal as a buyer over the next year.

That’s up from 34% in KPMG’s 2013 survey.

Also, the number of executives who said they had no plans for M&A activity dropped from 41% in 2013 to 21% in 2014.

So, a positive outlook for insurance M&A deals – and it would seem the same is true in other sectors, too, with a number of recent high-profile deals. And, as ever, in this month’s Acquisition International we give you the inside story on the deals that are making waves in the world of business and finance.

Deal of the Month: Numerex Acquires Omnilink.

Louis Fienberg, Executive Vice President, Corporate Development at Numerex, told Acquisition International why the deal will create significant growth opportunities for the company. /12

We look at online payment gateway UPG’s recent acquisition of card payments specialist Accept Cards and Accept Card Rentals will support the company’s continued growth. Miles Carroll, CEO of UPG, tells us how the deal will support the company’s continuing growth.

News /4 The Latest News Stories From Around the World.

Mark Paton, Chief Business Development Officer at Hibiscus Petroleum, tells us how the firm’s subsidiary Timor Hibiscus Limited’s acquisition of Talisman Resources will help Hibiscus achieve its goal of producing 10,000 – 15,000 barrels of oil per day by 2016.

Sector Talk /9 Powered by Zephyr/ Bureau van Dijk.

Elsewhere in this month’s issue, we take a look at the vital role auditors play in business today. We also find out why Brazil is a great place to do business, and we take a look at why Gibraltar is a rock-solid funds domicile.

Dealmaker of the Month /10 PwC: AVIC Acquisition of Hilite

In our monthly down-time section, PlayHard, we get back to nature at the luxurious Las Lagunas retreat in the Guatemalan jungle, and leave our troubles behind at the 5-star, award-winning Vineyard hotel and spa in Berkshire.

For those who have everything, we’ve put together a handy guide on how to buy a no-expense-spared private cinema. And with the news this month that 18-yearold violin virtuoso Robert Ruisi has been loaned a rare Stradivarius violin with an estimated worth of £1m, we take a look at the world’s top 10 most expensive musical instruments sold at auction.

Deal Diary /66 Introduced

by Zephyr/ Bureau van Dijk.

And of course there’s our usual regional round-ups, insight and business news from around the world.

PlayHard /79 Acquisition International’s Monthly Lifestyle Review.

I hope you enjoy the issue.

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

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

Find us on/

14/

Deal of the Month: Timor Hibiscus Limited Acquires Talisman Resources

16/

Deal of the Month: UPG acquisition of Accept Cards and Accept Card Rentals

18/

Deal of the Month: Rosneft acquires SANORS Holding Limited

20/

Mid-Year Review

23/

M&A: Making the Deal Work

25/

Romania: A Future Emerging Market

26/

“Fewer But Bigger” - UK M&A Market Trends Over the Last 12 Months

28/

Doing Business in Brazil

29/

Panama: Realising Potential

31/

Ghana: Leading the Way in Africa

31/

Measuring the Pulse of Africa’s Economy

32/

Nigeria: A Future Investment Hub?

34/

Maintaining Competition in Pakistan’s Oil and Gas Industry

35/

Getting to Grips with Turkish Merger Control

36/

Gibraltar: A Rock Solid European Funds Domicile

38/

Ones to Watch in 2014

51/

The Insurance Industry: Supporting Economic Development in Malaysia

52/

The Power of Immigration to Boost Economic Recovery

54/

The Growing Importance of Transfer Pricing

56/

Introducing 2014’s Most Regarded Arbitrators

60/

Auditors: A Vital Role

63/

Anguilla: Diversifying the Economy

63/

Laos: A Prime Location for Global Investors

64/

Ship Registration in Indonesia

65/

Indonesia: Time to Invest?

@acquisition_int

Acquisition International August 2014 3

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NEWS FROM AROUND THE WORLD

News: from around the world news in brief Japanese Economy Shrinks in Q2 Japanese GDP contracted by 1.7% in Q2 2014, an annualised decline of 6.8%, the largest economic contraction in Japan since the 2011 earthquake.

The contraction is primarily a result of an increase in Japan’s sales tax, from 5% to 8%, in April of this year, according to financial services company Hargreaves Lansdown.

Despite the contraction, which will raise questions over the capacity for Prime Minister Shinzo Abe’s robust fiscal policies to revive Japan’s economic fortunes, the IMF is still predicting growth for Japan this year, of 1.6% over 2014.

This is only marginally behind the 1.7% growth forecast for the US economy this year.

Firms Falling Short on Promotions Transparency, says FCA The Financial Conduct Authority (FCA) has found that some promotions for financial products are still falling short of its rules and firms need to do more to ensure that advertisements do not mislead consumers.

Since 1 April, the FCA has reviewed over 1,500 financial promotions for consumer credit products. In the same period, the FCA has opened 227 cases about non-compliant promotions for products such as payday loans, debt management services and credit brokers. A quarter of these cases relate to advertisements for high-cost short-term credit, with many not prominently displaying a risk warning or representative APR. 80% of consumer credit cases to date relate to digital media, such as websites, emails and text messages.

British Investment Boosts US Economy and Jobs The UK is the largest foreign investor in the US, supporting nearly one million jobs across the country, according to a new report by the Confederation of British Industry.

As of year-end 2012, the UK had invested US$487bn in the US – almost US$200bn more than the next largest investor. This represents over 18% of the US$2.7tn in foreign direct investment held in the US. Of the 943,500 jobs supported by British companies, almost one in four are manufacturing jobs.

In addition, the UK is the fifth-largest destination for US goods and services, and the largest by a wide margin in the European Union, with exports totalling US$109bn in 2013.

Borderless UK Key to Scottish Success, Says Treasury New analysis by HM Treasury shows that almost 270,000 jobs – over 1 in 10 - in Scotland are linked to trade with the UK. Currently total Scottish exports are worth £72bn a year, more than half of Scotland’s economy. Scotland exports £51bn worth of goods to the rest of the UK, more than double Scotland’s exports to the rest of the world.

Claiming that a borderless UK is a key part of Scotland’s economic success, the Treasury says the analysis demonstrates how important the UK’s fully integrated single market is for the security of jobs and livelihoods in Scotland.

International evidence shows that a border significantly reduces trade between countries, eroding mutual prosperity and undermining jobs on both sides, says the Treasury. n

4 Acquisition International August 2014

Eurozone Stagnation Adds Pressure on ECB to Reconsider QE Stance – Cebr Quantitative easing may be necessary after dismal performance from the currency area’s core, according to economist.

The Eurozone is a step away from recovery as output in the currency bloc as a whole failed to grow over the second quarter of the year, according to the Centre for Economics and Business Research (Cebr).

While there are often volatile and country-specific swings in quarterly GDP comparisons, there are no bright spots in the picture when looking at performance in the first half of 2014 overall either.

The downturn was chiefly driven by poor performance in the bloc’s three largest economies, Germany, France, and Italy, said Danae Kyriakopoulou, economist at the Cebr. The German economy, which accounts for over a quarter of aggregate Eurozone GDP, contracted by 0.2% in the second quarter. The French economy remained stagnant with zero growth over the same period, causing the government to halve its growth forecast for 2014 as well as admit that it will likely miss its budget deficit target for the year. Data released last week for Q2 showed that the Italian economy slipped back into recession, with output having now contracted for two quarters in a row.

This dismal performance from the currency area’s core was partly offset from positive growth elsewhere, noted Kyriakopoulou. The Iberian peninsula is the notable example here with the Spanish and Portuguese economies each expanding by 0.6% over the quarter.

However, even this can be seen as a fragile recovery, Kyriakopoulou said. Credit conditions in Spain remain tight, and the woes of the Portuguese banking sector are not fully over after the collapse of Banco Espirito Santo last month.

Kyriakopoulou also observed that Q2’s round of disappointing data across the bloc comes two months after the European Central Bank (ECB) launched a package of expansionary measures in an effort to speed up the recovery and reduce the risk of deflation. Reality, the data showed, did not submit to the ECB’s intentions, adding pressure on Frankfurt to consider graduating from June’s pea-shooter stage to the bazooka that is quantitative easing, said Kyriakopoulou. The risks, as noted by the ECB itself in its latest press statement last week, are on the downside: geopolitical tensions in Russia and Ukraine have caused considerable uncertainty among German firms, bringing down business confidence and the prospects for business investment.

Overall, Cebr expects the Eurozone to expand by 0.7% over 2014, but more than a reading of present economic fundamentals this hinges on the ECB taking necessary steps to shore up the recovery. n

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NEWS FROM AROUND THE WORLD

Demand for Gold Down on Last Year The latest World Gold Council Gold Demand Trends report, covering the period April – June 2014, shows that global gold demand continues to demonstrate a return to long-term trends after an exceptional year in 2013. Total global gold demand in Q2 stood at 964 tonnes (t), 16% lower than the same period last year, as consumers and investors pulled back and consolidated their activity.

Global jewellery demand, which represents more than half of total global demand, was unsurprisingly down 30% year-on-year to 510t. In comparison Q2 2014 was 11% higher than Q2 2012, extending the broad upward trend evident since 2009.

India and China remain significant drivers of the global jewellery market, purchasing 154t and 143t respectively. In what is traditionally a quieter quarter for jewellery, consumers continued to digest opportunistic purchases made in 2013 and adopted a more “needs” based approach to their jewellery buying. Indian jewellery buying was also affected by high value purchases being restricted in the run up to the election and the continued impact of import restrictions on gold. Meanwhile, there were continued signs of recovery in some Western markets as jewellery demand in the US rose by 15% to 26t and the UK rose 21% to 4t as consumer confidence continued to grow in line with the economy and yellow gold came back into fashion.

In value terms, gold demand in Q2 2014 was US$40bn, down 24% compared to Q2 2013. The average gold price of US$1,288/oz was down 9% on the average Q2 2013 price.

The key findings from the report are as follows: Jewellery remains the biggest component of gold demand, representing more than half of all demand at 510t. Although it is down 30% year on year, jewellery has been extending the broad upward trend from the base established in early 2009.

Central banks increased purchasing by 28% to 118t compared with the same period last year, as they continued to use gold as a hedge against risk and diversify away from the US dollar.

Total investment demand (combined investment in bars and coins and ETFs) was up 4% to 235t. However, there was a 56% decrease in bar and coin demand from 628t in Q2 2013 to 275t in Q2 2014 following unprecedented levels of demand last year. ETF outflows were 40t, a tenth of the outflows seen in the same period last year

Central banks bought 118t of gold in Q2 2014, a rise of 28% versus the same period last year. It was the 14th consecutive quarter in which central banks were net purchasers of gold driven by a number of factors, including a continued diversification away from the US dollar and the backdrop of ongoing geopolitical tensions in Iraq and Ukraine.

Taken together, these factors show that gold demand is reverting to long term trends after an extraordinary 2013.

Total investment demand (investment in bars and coins combined with exchangetraded funds (ETF) investment) was up 4% to 235t. Investment in bars and coins stood at 275t for Q2 2014, a fall of 56%, following unprecedented levels of buying during the same period last year. In Q2 2014, many investors were uncertain about the direction and momentum of the gold price, while traders in price sensitive markets were far less active due to low volatility. The quarter did see an improvement in investor sentiment towards ETFs compared to last year. Outflows stood at 40t for the quarter, a tenth of the redemptions seen in the same quarter a year ago. The bulk of these outflows occurred at the beginning of the quarter, turning to marginal inflows by the end.

H1 recycling is the lowest since 2007 although the figures for Q2 2014 are up 1% to 263t compared to last year - a relatively low figure compared to the historical average.

Marcus Grubb, Managing Director of Investment Strategy at the World Gold Council said: “In the context of an exceptional year last year where we saw record consumer buying and investor sell-offs, this quarter’s demand continues to demonstrate a return to long-term trends, illustrating the uniquely balanced nature of the gold market. Jewellery consumers continued to digest the exceptional purchases of 2013 and investors also rebalanced, pulling back from the extremes we saw last year. Overall the gold market is stabilising following the extraordinary conditions we saw in 2013.”

Total supply for the quarter was up 10% year on year solely due to the growth in mine supply.

Gold demand and supply statistics for Q2 2014 Gold demand for Q2 2014 was 964t, down 16% year on year from 1,148t Central bank purchases rose 28% year on year, to 118t from 92t Total bar and coin demand fell by 56% year on year, to 275t from 628t ETF outflows were 40t, a tenth of the outflows seen in the same period last year Total jewellery demand fell by 30% year on year, to 510t from 727t Technology demand came in at 101t, down 3% versus the same period last year Total supply increased by 10% to 1,078t. We expect supply to peak in 2014 and plateau over the next 4-6 quarters.

The Q2 2014 Gold Demand Trends report, which includes comprehensive data provided by GFMS, Thomson Reuters, can be viewed at http://www.gold.org/ supply-and-demand/gold-demand-trends and a video can be seen here. n

Acquisition International August 2014 5

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NEWS FROM AROUND THE WORLD

News: from around the world appointments Barings Appoints Ken Lambden to CIO

Baring Asset Management has announced the appointment of Ken Lambden to the position of CIO, effective 16 September. He will be based in London and report to Barings’ Chairman and Chief Executive Officer, David Brennan. Lambden joins Barings from Schroders where he was most recently Global Head of Equities with oversight for over £90bn of assets. Prior to this London based role, Ken was CEO and CIO of Schroders’ Australian business and responsible for the division’s equity, fixed income and multi-asset teams.

After seven years in the position of CIO at Barings, Marino Valensise will move to a significant investment role as Head of Multi Asset Group, reporting to Lambden. The appointment of Valensise to the role of Head of Multi Asset Group follows Percival Stanion’s decision to resign to take up an external opportunity. Andrew Cole and Shaniel Ramjee have also decided to resign from Barings. Valensise’s leadership of the Multi Asset Group and his Chairmanship of the Strategic Policy Group will take effect immediately.

Following Percival’s departure, Valensise will take on the responsibility as lead fund manager of the Baring Dynamic Asset Allocation Fund. Christopher Mahon will take leadership of the Baring Multi Asset Fund.

David Brennan commented: “We are pleased to welcome Ken to the firm as we continue to strengthen and develop our investment capabilities. It is a natural fit for Marino to assume leadership of our multi asset franchise ensuring continuity of investment approach and insight across the portfolios.”

Barings also announces the appointment of Sonja Laud to the position of Multi Asset Income Investment Manager.

Sonja is based in London and reports to Marino Valensise.

She joins the firm from Schroders where she was a fund manager with responsibility for five global equity funds that focused on income.

Brian Colan Named Lockheed Martin Vice President and Controller

Lockheed Martin has announced that Brian Colan has been named vice president, controller and chief accounting officer effective Aug. 18, 2014. Colan replaces Christopher Gregoire, who has held the position since March 2010 and will lead the financial responsibilities for Lockheed Martin Mission Systems and Training as vice president, Finance and Business Operations.

In his new position, Colan will lead the corporation’s accounting, financial planning and analysis, government finance and tax functions.

“We are excited to have Brian join the corporate team,” said Bruce Tanner, Lockheed Martin executive vice president and chief financial officer. “He is a strong leader who has keen finance skills as well as a deep knowledge of the industry.”

Colan was previously vice president and controller, Missiles and Fire Control, and vice president and controller for Electronic Systems, for Lockheed Martin. In those roles, he was responsible for financial accounting and internal controls, reporting, financial planning and analysis, and government accounting and compliance. Prior to joining Lockheed Martin, Colan served in a variety of increasingly responsible positions at British Aerospace Systems in Arlington, Virginia.

Colan graduated from St. Francis University with a Bachelor of Science degree in Accounting and is a certified public accountant.

Headquartered in Bethesda, Maryland, Lockheed Martin is a global security and aerospace company that employs approximately 113,000 people worldwide and is principally engaged in the research, design, development, manufacture, integration and sustainment of advanced technology systems, products and services. The corporation’s net sales for 2013 were US$45.4bn. n

6 Acquisition International August 2014

French Cross-Border M&A Activity Rises Investor support for large acquisitions and a desire to trump rivals in consolidating markets have driven demand for multi-billion dollar deals, says international financial services company Baird.

Europe has seen over US$450bn worth of M&A deals in H1 2014, the highest half year value since before the global economic downturn, with France (domestic, inbound, outbound) accounting for a quarter of this activity.

According to Baird, the international wealth management, capital markets, private equity and asset management firm with offices in the United States, Europe and Asia, French outbound M&A value has almost doubled in the last twelve months to June 2014 (LTM 2014) compared with the previous twelve months (LTM 2013) and French inbound M&A value has almost quadrupled over the same period. In the current low growth economic environment, corporates are looking to M&A for growth, using cash on their balance sheet and/or accessing the relatively liquid debt markets in the US and Europe. Investor support for large acquisitions and a desire to trump rivals in consolidating markets have driven demand for multibillion dollar deals.

For the LTM 2014 period, the United States (US) was the most common M&A partner to France, followed by the UK and Germany. US targets accounted for 18% of outbound deal count and US acquirers accounted for 27% of inbound deal count. Industrial, information technology (IT), consumer and business services have been the most active M&A sectors, accounting for the majority of French cross-border deal count. Leveraging its global presence and sector expertise, Baird has advised on four cross-border transactions with a French acquirer or target since January 2014.

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NEWS FROM AROUND THE WORLD

French strategic acquirers have completed a number of notable transactions in 2014 including: • Acquisition of Ecova, a North American provider of technology-enabled energy and sustainability management solutions, by GDF SUEZ, a French multinational utility company, for US$335m in June (Baird sell-side) • Acquisition of Magic Holdings, a Hong Kong listed manufacturer of facial masks, by Paris based L’Oréal, the world’s largest cosmetics maker, for US$843m in April to expand in the fast growing Chinese beauty market • Acquisition of Maxxam, a Canadian headquartered provider of analytical services and solutions to the energy, environmental, food and DNA industries, by Bureau Veritas, a French headquartered provider of conformity assessment and certification services, for CAD$650m in January (Baird sellside) • Acquisition of Invensys plc, a UK listed provider of process automation solutions, by Schneider Electric for £3.4bn in January. This transaction reflects the industry trend towards the provision of one-stop-shop solutions, in this case across discrete and process automation, to an increasingly global customer base. Revenue synergies were estimated at €400m and cost synergies at €140m, totalling €200m at the EBITDA level Schneider Electric, headquartered in Paris, is one of the world’s most acquisitive energy management companies having completed over 40 acquisitions since 2010, including Summit Energy Services in the US for US$268m and M&C Energy in the UK (both Baird sell-sides). Such acquisitions drive revenue growth by aligning client-focused service platforms in complementary geographies with secular trends such as energy procurement, monitoring and efficiency.

• US$44bn revenue merger between France based Lafarge and Switzerland based Holcim in April to create the world’s largest cement company.

However, both companies would be required to sell assets with revenues of €5bn to gain clearance from the competition commission. The merger would help Lafarge and Holcim cut costs and reduce debt to counter the effects of higher energy prices and weaker demand since the economic downturn • Investment in Laboratoires Prodene Klint, a French headquartered manufacturer of professional hygiene, wipes and disinfectant products, by GOJO Industries, a US headquartered producer of skin health and hygiene solutions for away-from-home settings, in January (Baird buy-side) France, as the second largest economy in the Eurozone, has seen significant increases in deal values, proving itself as an attractive inbound M&A alternative to Germany. Real GDP growth is forecast at 0.9% in 2014, up from 0.4% in 2013, providing investors with confidence that the French economy is on a relatively stable growth trajectory.

Companies are increasingly required to supply products and services to their customers on a global basis. Baird expects cross-border M&A activity to flourish as European, American and Asian buyers acquire targets in other jurisdictions.

Baird anticipates continued involvement from French acquirers and targets in cross-border transactions as they further embrace globalisation and foreign investment, having increased their share of European M&A activity. n

France is Europe’s second largest private equity market after the UK and maintains a well-established debt financing market. French based private equity firms, seeking to deploy dry powder, are also looking abroad for investment opportunities. Transactions in 2014 include the acquisition of VPS, a UK headquartered provider of vacant property security solutions and management services, by PAI Partners in July (Baird sell-side) and the acquisition of Schleich, a German toy (traditional figurines) manufacturer, by Ardian in May. Foreign strategic acquirers have announced deals in 2014 including several multi-billion dollar transactions: • Acquisition of Alstom’s Thermal, Renewables and Grid business units by General Electric (GE) for €9.9bn in June. The French government agreed to grant foreign investment authorisation if Alstom retains a 50% interest in the three energy joint ventures along with the French state owning 20% in Alstom. The Alstom business units have a larger presence in China and India, while GE has a greater presence in the US, the Middle East and Africa. GE will gain scale in the supply of gas turbines and has targeted US$1.2bn of annual synergies by 2020

Acquisition International August 2014 7

SECTOR TALK www.acquisition-intl.com

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Industrials The industrials sector recorded a positive value result for the first half of 2014, as aggregate considerations increased against a decline in overall volume. From January to the end of June there were 9,275 transactions worth a combined USD 487,289 million.

By comparison, the second half of the year has started quite slowly; so far 1,114 deals worth USD 53,552 million have been notched up, according to Zephyr, the M&A database published by Bureau van Dijk. While the six monthly period is only just one month old and this represents a reasonable start, both volumes and values will need to post much higher results in the coming months if H2 2014 is to equal, never mind surpass, the results from H1.

However, the comparatively low figures might be due to the traditionally slow summer holiday period taking its toll on dealmaking.

In spite of the relatively leisurely start to the second half of the year, H1 2014’s results for the industrials sector were very positive. Although volume was down compared to H2 2013, it represented an increase on the 8,537 deals recorded in the first half of 2013, while value was also up on both fronts (H1 2013: USD 307,721 million; H2 2013: USD 480,396 million). The fact that value consistently increased compared with a drop in volume from H2 2013 suggest higher individual considerations in the industrials sector.

NUMBER AND AGGREGATE VALUE (MIL USD) OF INDUSTRIALS DEALS GLOBALLY: 2006-2014 YTD (as at 31 July 2014) Deal half yearly value (Announced date)

Number of Aggregate deals deal value (mil USD)

H2 2014 TD

1,114

53,552

H1 2014 H2 2013 H1 2013 H2 2012 H1 2012 H2 2011 H1 2011 H2 2010 H1 2010 H2 2009 H1 2009 H2 2008 H1 2008 H2 2007 H1 2007 H2 2006 H1 2006

9,275 9,474 8,537 8,928 8,725 9,064 9,085 8,930 9,561 10,048 9,208 9,044 10,166 10,422 10,475 8,927 7,858

487,289 480,396 307,721 333,995 301,273 331,457 451,368 360,512 330,967 372,767 378,838 305,106 404,953 630,122 625,911 456,142 471,895

A large number of the deals targeting the industry in 2014 to date have been within the machinery field, with 4,785 transactions worth a combined USD 261,762 million recorded so far. This dwarfed the second-placed industry by value, which was personal, leisure and business services with 1,289 deals at USD 119,700 million. The chemicals, petroleum, rubber and plastics industry placed third by value with USD 96,492 million across 1,557 transactions.

The industrials sector’s largest deal of 2014 to date was announced in mid-June and took the form of a USD 42,900 million acquisition of Irish surgical appliance manufacturer Covidien by US medical technology maker Medtronic. The boards of both companies have already given their go-ahead to the deal and completion is expected to following during the fourth quarter of 2014 or early in 2015, subject to the green light from regulatory bodies. The year’s second largest deal also involved a surgical appliance manufacturer; Zimmer Holdings has agreed to pick up the parent company of Indiana-based orthopaedic and other musculoskeletal products firm Biomet for USD 13,350 million. That transaction is currently being looked into by the United States Federal Trade Commission and closing is anticipated during the first quarter of 2015.

As far as world regions are concerned, the Far East and Central Asia has attracted the most investment within the industrials sector, while it also topped the volume table for 2014 to date. So far there have been 4,392 deals worth an aggregate USD 172,580 million in the region. It was followed by Western Europe in second and North America in third on both fronts.

The former chalked up USD 167,662 million across 2,561 transactions, while the latter was targeted in 1,531 worth USD 150,632 million. Unusually, the top six regions were the same in terms of both volume and value, as fourth, fifth and sixth places were taken

by Eastern Europe, South and Central America and Oceania, respectively.

In conclusion, the industrials sector made a good start to 2014, but has been slow to get off the mark in the second half of the year. However, it is obviously still early days and the traditionally slow summer holiday period may have taken its toll on results for the last month. We can now hope that investors will come back from their break refreshed and ready to carry out more high-value deals. n

NUMBER AND AGGREGATE VALUE (MIL USD) OF INDUSTRIALS DEALS GLOBALLY

BY DEAL TYPE: 2006-2014 to date (as at 31 July 2014) Deal type

Number of deals

Aggregate deal value (mil USD)

Acquisition

60,808

3,488,828

Minority stake Institutional buy-out Merger Management buy-out MBI / MBO Demerger Management buy-in

92,070 4,084 407 1,231 65 269 140

3,126,452 472,242 30,188 14,923 649 594 313

AGGREGATE VALUE (MIL USD) OF INDUSTRIALS DEALS BY REGION: 2006 - 2014 YTD (as at 31 July 2014) World region (target) Far East and Central Asia Western Europe North America Eastern Europe South & Central America Oceania Middle East Africa

2006

2007

2008

2009

2010

2011

2012

2013

2014

143,661 299,684 223,492 277,277 274,517 288,210 229,808 273,380 172,580 364,352 384,533 218,081 183,155 153,286 149,599 168,720 174,315 167,662 314,279 393,501 154,380 178,059 147,857 233,541 156,506 215,344 150,632 76,578 44,574 38,714 30,883 44,529 43,568 20,395 59,863 21,040 22,515

63,196

35,860

43,960

48,367

39,026

36,494

32,906

19,508

10,419 12,973 6,646

37,371 9,783 25,596

14,732 10,761 15,635

26,741 4,578 4,869

12,822 6,697 3,519

14,247 7,243 2,898

12,567 6,857 1,879

10,910 9,556 10,857

4,004 3,843 2,209

Acquisition International August 2014 9

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DEALMAKER OF THE MONTH

Company: PricewaterhouseCoopers Name: Steve Roberts Email: steven.m.roberts@ de.pwc.com

AVIC Electromechanical Systems Co Acquisition of Hilite Steve Roberts is Transactions Partner and Head of Private Equity at PwC Germany and he talks to Acquisition International magazine about a recent milestone transaction for the firm.

PwC advises groups and family-owned companies, industrial and service companies, global players and local heroes, the public sector, associations and NGOs. Steve Roberts, Transactions Partner and Head of Private Equity at PwC Germany, tells us more about the firm. “PwC is one of the leading auditing and consultancy companies in Germany with 489 partners and around 7,147 specialists at 28 locations in Germany. At their disposal, our transactions experts have experience from more than 1,000 successful transactions over the last ten years.

As one of the world’s leading transaction consultants, PwC assists companies throughout all phases of transactions - from the very first idea, to strategy development and implementation, to integration upon completion of the transaction.”

Recently, PwC assisted in the divestment of Hilite International by 3i Group.

The services provided by PwC to its clients are spread over three divisions: Audit and audit-related services (Assurance), tax and legal advice (Tax & Legal) as well as transactions and consulting (Advisory). “The experts in the respective divisions work together to enable comprehensive and long-term assistance to be provided to clients – whereby we of course comply strictly with the legal requirements when we provide advice as well as auditing services to a company.

Our work would be inconceivable without integrity, objectivity and a professional approach.”

“3i Group plc, the former majority shareholder of Hilite, divested the company to AVICEM in a transaction valuing Hilite at an enterprise value of approximately €473 million. The transaction enables Hilite to enter the next stage of its corporate development and global expansion within the worldwide network of AVICEM.”

A transaction is a complex and integrated process with each piece linked to form a whole. On the one hand, there is the value of a company, opportunities and risks, tax aspects and much, much more. On the other hand, there are values such as corporate culture, communication and management style.

This is where experience and sensitivity are required in order to interest everyone involved for the new objectives. PwC assists companies throughout the complete transaction process until successful completion.

10 Acquisition International August 2014

3i is one of the world’s leading international investors, with over £11bn of assets under management focusing on private equity, infrastructure and debt management. Hilite International is a leading global supplier of highly engineered automotive engine and transmission components.

Steve comments: “Hilite International will continue its international growth strategy as part of AVIC Electromechanical Systems Co, Ltd, a subsidiary of Aviation Industry Corporation of China (AVIC), a large state-owned enterprise in China and ranked 212 in Fortune 500.

Hilite has transformed significantly during 3i’s ownership. The Company refocused its strategy on its core business of highly-engineered products, invested over €100 million in R&D and capital expenditure, and leveraged 3i’s global network to accelerate its expansion into China, the fastest growing automotive market in the world. While Hilite had very limited exposure to the Chinese market in 2011, China is expected to contribute more than 15% to total sales in 2014.

This strategic realignment led to substantial growth of the Company that outperformed the global automotive industry between 2010 and 2013, growing at a rate of 15% CAGR compared to the industry’s average growth rate of approximately 4.5%.

Today, Hilite holds leading positions in its focus segments and is well positioned for continued aboveindustry growth and profitability driven by products with increasing vehicle penetration and content per vehicle, combined with strong design and engineering expertise and world-class manufacturing capabilities.

Steve led the PwC team in the transaction and explains that the relationship with 3i Group is a long-standing one. “I led the buy-side financial due diligence for 3i on acquisition of Hilite in 2011 and accompanied the Group through the three years until sale, leading the Financial Vendor Due Diligence work stream.

“As is usually the case, the planning began several months in advance of the sales process, with our work commencing prior to Christmas and completing on the Signing of the deal.”

The transaction went smoothly, as Steve embellishes: “Due to the strong relationship with both management and 3i developed over the years of ownership, the deal proceeded very smoothly and in line with the targeted timeline, something that is becoming more of a rarity in the deals market of recent years.”

Steve also believes that good planning is essential to a completing a deal of this nature. “It’s a crucial factor in executing a deal in the most efficient manner,” he states. “Putting sufficient work in before the process starts avoids unnecessary surprises and enables the transaction to proceed as planned with all parties being able to focus on getting it done.

“It is the people at PwC, our team of advisers, who make our firm unique. PwC’s deal specialists are able to offer a unique experience through our fully integrated approach and by leveraging our extensive network.” n

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DEAL OF THE MONTH

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Company: Numerex Corp Name: Thomas McKay Email: tmckay@numerex.com Web: www.numerex.com Address: 3330 Cumberland Drive Suite 700 Tel: +1 (877) 686 3739

Numerex Acquires Omnilink In April, Numerex Corporation, the Atlanta, Georgia-based leading provider of interactive and on-demand machine-to-machine (M2M) enterprise solutions, acquired Omnilink Systems, an Atlanta-based leading provider of offender electronic monitoring, asset tracking, personal tracking and lone worker safety solutions. Louis Fienberg, Executive Vice President, Corporate Development at Numerex, told Acquisition International why the deal will create significant growth opportunities for the company.

Numerex Corporation is a leading provider of interactive and on-demand machine-to-machine (M2M) enterprise solutions enabling the Internet of Things (IoT).

The company provides its technology and services through its integrated M2M horizontal platforms which are generally sold on a subscription basis. The company offers Numerex DNA® that may include hardware and smart devices, cellular and satellite network services and software applications that are delivered through Numerex FAST® (Foundation Application Software Technology). Numerex also provides professional services to enable the development of efficient, reliable, and secure solutions while accelerating deployment.

Numerex distinguishes itself from the competition by delivering comprehensive, robust, and complete end-to-end M2M solutions, says Louis Fienberg, Executive Vice President, Corporate Development, Numerex Corporation. “This is a key differentiator for Numerex, as we can provide any or all of the three main DNA elements in the value chain: device, network, application.

In April, Numerex signed a definitive agreement to acquire Omnilink Systems Inc., an Atlanta-based leading provider of offender electronic monitoring, asset tracking, personal tracking and lone worker safety solutions.

“Our story is one of dynamic evolution in the M2M business-to-business market, from a product to solution-centric approach over the nearly two 12 Acquisition International August 2014

decades we have been dedicated to the development and deployment of M2M solutions. We have structured our organisation around the lines of our DNA® segments, the critical links in the M2M value chain,” says Fienberg.

In M2M, a key challenge is to bring together all the elements of the value chain in one approach. But, says Fienberg, Numerex has the comprehensive solution – to achieve that. “The difference is that Numerex can offer a complete and proven solution rather than offering only a component that requires the end user to deal with the complexities of integrating the parts as best they can. This enables our customers to solve their business problems more efficiently while simplifying the implementation of what can sometimes be very complex M2M deployments.”

“

When it comes to asset tracking, the same platform that is used to monitor offenders can be applied to tracking people, goods, and things

”

Numerex is known as the defacto industry leader, says Fienberg. “We have been awarded the international ISO/IEC 27001:2005 certification (ISO 27001) by BSI Management Systems. ISO 27001 is ISO’s highest certification for information security that ensures data confidentiality, integrity and availability.

We have also been honoured with many awards for our innovation and product solutions.”

The acquisition enables Omnilink to become a Numerex-branded solution which brings greater presence in the personal emergency and response (PERS) and judicial and offender monitoring markets to Numerex, says Fienberg. “We are excited by the prospect of continuing to find new applications for Omnilink’s technology in other verticals and to make use of Numerex’s solutions, sales channels and partners. In addition, we plan to develop a portfolio of highly complementary security, tracking and monitoring solutions to bring to market through retail and commercial channels through mobile operators and distribution partners that currently sell Omnilink products.

There is substantial opportunity in the personal security space, says Fienberg. “Omnilink developed its business focusing on offender monitoring and there is an attractive market in that space to help reduce taxpayer dollars with a lower cost alternative to incarceration. We can further leverage the same core technology for use in the personal safety and lone worker markets. Omnilink already holds leadership positions in these markets. We believe these platforms can be leveraged by our customers for their own internal use or part of broader security offerings.”

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“When it comes to asset tracking, the same platform that is used to monitor offenders can be applied to tracking people, goods, and things. Up to US$30bn of goods are reported stolen from the retail and supply chain annually, and it doesn’t take much to lose potentially millions of dollars if a truck full of valuable assets is stolen, for example. The cross pollination and cross platform capabilities that Omnilink brings to Numerex, and vice versa, is highly complementary to the business and something that Numerex should be able to exploit in product development in the future.

“The combination of Omnilink and Numerex is unique in that it creates significant growth opportunities through product enhancement and channel expansion without adversely impacting Numerex’s existing business,” Fienberg continues.

“The acquisition is part of our broader strategy to strengthen our development roadmap in key enterprise verticals.

“Security is one of the major business areas for Numerex and that’s a key strategic interest for the company. For some time Numerex has served the alarm communications markets – consumer, commercial and fire. With Omnilink we are significantly improving Numerex’s competitive position and expanding our offering to include the judicial, offender monitoring, and personal safety and security markets using asset identification and tracking technology.”

DEAL OF THE MONTH

“We are combining two highly talented and seasoned teams and we expect this transaction will serve as a foundational step in our long-term growth strategy to be the market leader in select M2M solutions.”

Numerex business. We have already enjoyed access to opportunities that otherwise we would not have seen. We are excited about the future potential of the acquisition.” n

Before the completion of the deal in April, the two companies had been in discussions on and off for a couple of years, says Fienberg. “Because Omnilink and Numerex are located in Atlanta, the logistics were easier – this close geographical situation allowed discussions to occur frequently so it made the deal much easier to complete when we renewed the effort in earnest in late 2013.”

“

“With the Omnilink acquisition, we can now offer greatly enhanced offerings, more products and services to both our existing and expanding customer base. We can also realise cross selling opportunities with Omnilink’s customer base.”

Focusing on holistic solutions is important, he stresses. “We want to provide the end user with a complete M2M experience and we do that by working with domain experts, brands and channels that really understand the market to which we’re providing a solution.”

Asked how Numerex will assess the success of the deal in a year’s time, Fienberg says, “We already view it as a success. Our teams are currently working together to fully integrate Omnilink into the

The combination of Omnilink and Numerex is unique in that it creates significant growth opportunities through product enhancement and channel expansion without adversely impacting Numerex’s existing business

”

Acquisition International August 2014 13

DEAL OF THE MONTH

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Company: Hibiscus Petroleum Berhad Name: Mark Paton Email: mark@hibiscuspetroleum.com Web: www.hibiscuspetroleum.com Tel: +6 03 2092 1300 Address: 2nd Floor, Syed Kechik Foundation Building, Jalan Kapas, Bangsar, 59100 Kuala Lumpur, Malaysia

Creating Value Through Our Knowledge And Experience

Timor Hibiscus Limited Acquires Talisman Resources In June, Timor Hibiscus Limited, a wholly-owned subsidiary of Hibiscus Petroleum Berhad, executed a share sale agreement for the acquisition of 100% of the shares in Talisman Resources (JPDA 06-105) Pty Limited, an indirect wholly-owned subsidiary of Talisman Energy Inc. Mark Paton, Chief Business Development Officer, Hibiscus Petroleum, spoke to Acquisition International about the deal and how it will help Hibiscus Petroleum achieve its goal of producing 10,000 – 15,000 barrels of oil per day by 2016.

Timor Hibiscus Limited is a wholly-owned subsidiary of Hibiscus Petroleum Berhad (Hibiscus Petroleum), the Malaysian independent oil and gas exploration and production company which was listed in July 2011 as a Special Purpose Acquisition Company (SPAC). “Hibiscus Petroleum was the first SPAC under the listing rules of Bursa Malaysia Securities Berhad (Bursa Malaysia) then,” says Mark Paton, Chief Business Development Officer at Hibiscus Petroleum, “and its stated intention was to build an oil and gas exploration and production company with a balanced portfolio of assets including exploration, development and producing assets.”

The company raised around US$85m at IPO and acquired a 35% interest in Lime Petroleum Plc (Lime Petroleum) for US$55m. Lime Petroleum holds assets in four concessions in the Middle East including Oman, Sharjah and Ras Al Khaimah, and 13 licences in the Norwegian Continental Shelf (two of which are subject to regulatory approval). Hibiscus Petroleum’s wholly-owned subsidiary is the operator for these Middle East assets.

In late 2013 and early 2014, Hibiscus drilled two wells in Block 50 in Oman with the second of the two wells discovering light oil which produced over 3000 stock tank barrels of dry oil per day on a short term test. This was the first offshore oil discovery east of Oman after more than 30 years of exploration and has potentially opened up a new petroleum province.

14 Acquisition International August 2014

By September 2013, the company raised an additional US$30m via the issue of convertible redeemable preference shares. This was used to wholly acquire 50.1% of the VIC/P57 permit offshore Australia and 13% of 3D Oil Limited, the company which previously owned 100% of the permit. The permit contains an undeveloped oilfield called West Seahorse which has certified 2P reserves of around 6.5 million barrels. It is Hibiscus Petroleum’s intention to develop this field as operator in the next 18 months.

“

In the three years the company has been listed we have achieved our objective of becoming an exploration and production company with a balanced portfolio of assets.

”

Paton says the company’s five-year mission ( to be completed by July 2016) is to establish an upstream exploration and production company with production of 10,000 – 15,000 barrels of oil per day and 100

million barrels of proven and probable reserves that has the capacity to fund at least three exploration wells per year at around a 30-40% participating interest.

To distinguish itself from its competitors, in exploration Hibiscus Petroleum augments its conventional geoscientific analysis with an overlay of Rex Virtual Drilling, says Paton. “The company, via its interest in its jointly-controlled entities, Lime Petroleum and HiRex Petroleum Sdn Bhd (HIREX) has access to the Rex Technology for 15 countries in the Middle East, in Norway, and in 11 countries within the Asia Pacific region respectively. We believe that our rigorous approach to exploration will give us an edge in finding oil and gas in our areas of focus.”

The company also adopts a “planning for success” methodology which is a philosophy whereby it plans the steps to production prior to making an exploration discovery. “This way we can significantly reduce the time taken from discovery to commercial production with a small up-front investment,” Paton explains “We can do this because our strong management team intuitively knows the best way to develop the fields we are exploring for and that the Rex technology focusses on oil prospects and hence makes an oil discovery more likely.”

In June, Hibiscus Petroleum announced that its wholly-owned subsidiary, Timor Hibiscus Limited, had executed a conditional share sale agreement for the acquisition of 100% of the shares in Talisman

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Resources (JPDA 06-105) Pty Ltd, an indirect whollyowned subsidiary of Talisman Energy Inc. The main asset of the company acquired is a 25% participating interest in the Kitan Oilfield in the Joint Petroleum Development Area between Timor Leste and northern Australia. This asset will be acquired with the proceeds from the conversion of warrants.

“In the three years since the company was listed, we have achieved our objective of becoming an exploration and production company with a balanced portfolio of assets,” says Paton. “We were the only exploration & production company listed on the Bursa Malaysia although the path we have trodden is now being followed by other new SPACs.” “Hibiscus Petroleum needed to create a sustainable organisation by acquiring a producing asset,” Paton continues. “The revenue from production may be reinvested in the exploration activities we are engaged in without having to continuously seek funding from shareholders. The proceeds from the conversion of our warrants were available for the transaction, estimated to be approximately US$40m.”

The target company’s sole asset is a wholly-owned subsidiary of Talisman Energy. “The target owns a 25% interest in the Kitan oilfield,” Paton says. “The interest in the field is a non-operated stake with a first class operator” The transaction was the right size for Hibiscus to be able to finalise the transaction using the warrants proceeds which was available in end July 2014.

“Talisman and Hibiscus Petroleum were able to complete this transaction quickly and within each other timeframes. The deal was hence concluded within three months of our commencement of the evaluation of the asset,” Paton says.

The major challenge the deal presented was the timeframe established by the vendor, says Paton.

“The independent assessment of the remaining reserves and likely future performance of the field always takes the most time. We engaged RPS Energy to perform the technical assessment of the asset and this work took longer than anticipated due to the complexity of the task.”

DEAL OF THE MONTH

“Once we were satisfied and understood the range of possible values, we were quickly able to reach agreement with Talisman on the consideration for the acquisition.”

“The negotiation of the Share Sale Agreement was fairly straight forward with both parties being committed to resolving any differences by the end of June. The deal was concluded and executed one week early on 23 June. It is a credit to both the legal team at Talisman and our legal counsel Gilbert and Tobin and Murad Yee Partnership that the agreement was concluded so quickly.”

The acquisition came with the usual oil and gas exploration and production risks, Paton says. “Oil price risk may be mitigated by taking out hedge contracts which are currently being investigated.

There are also reserves risks where the field does not perform to expectations and the revenues received are much lower than planned. This could also precipitate early field abandonment. This is a risk which is difficult to mitigate other than by completing a thorough technical reserves analysis.

We are of the view that the consideration we paid correctly reflects the balance of risk and reward taking into consideration the reserves risks. There are also facility integrity risks where the field may be shut in for extended periods due to breakdown or damage to the production facilities or wells. These risks are mitigated by property damage and business interruption insurances.”

“Finally, there are capital and operating cost risks where the ongoing costs significantly exceed budget.

To some extent these risks are mitigated via the cost recovery mechanism within the production sharing contract for the asset. The risk is also mitigated by a competent approach to the operation of the asset by the operator and the use of cost effective and competent subcontractors.”

“The deal which is still subject to certain conditions precedent including government/regulatory approvals, has already started to increase the profile of Hibiscus Petroleum within the financial community”, says Paton. “We recently engaged UBS AG and Maybank Investment Bank Berhad to advise us on how we should fund our future planned activities. We expect to have resolved how we should fund the company’s near term exploration and development projects in the near future.”

“We hope that our improved profile and financial standing will eventually allow us to acquire assets in our home country, Malaysia.”

Hibiscus Petroleum will continue to grow rapidly over the next 12 months, says Paton, with the cash flow from Kitan to be used to fund the company’s exploration programme. “We expect to drill a well in Sharjah, Australia and Norway within the next 12 months”.

“We are also currently working on the funding of and early production system to execute an extended well test of our discovery in Oman and the full field development of the West Seahorse field in the Bass Strait Offshore Australia which should further diversify our sources of revenue by the end of 2015.”

“

We hope that our improved profile and financial standing will eventually allow us to acquire assets in our home country, Malaysia.

”

“The second challenge was to understand the unique fiscal and taxation regime that applies in the Joint Petroleum Development Area between Timor Leste and Australia”.

Acquisition International August 2014 15

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DEAL OF THE MONTH

Company: UPG Plc Name: Miles Carroll Email: miles.carroll@upg.co.uk Web: www.upg.co.uk Address: 9 Galena Close, Tamworth B77 4AS Tel: 0845 269 6645

UPG acquisition of Accept Cards and Accept Card Rentals Miles Carroll, CEO of payment gateway UPG plc, told Acquisition International how the acquisition of card payments specialist Accept Cards and Accept Card Rentals will support the company’s continued growth.

UPG Plc was the UK’s first IP Payment Gateway built to serve the emerging e-commerce market in the late nineties, and is believed to be the largest independently owned Payment Card Industry (PCI DSS) Level 1 Gateway in the UK. Acting as a technology and regulatory buffer between banks and merchants, UPG joins highly evolved and fast paced changes from an internet merchant perspective to legacy systems in a bank. Increasingly, secure data messaging relating to card payment data, means UPG works with a progressively large number of touch points in any customer organisation.

UPG distinguishes itself from its competitors with a baseline set of values which the company’s CEO, Miles Carroll, summarises as agility, innovation, quality and excellence. “The agility to maintain hundreds of technical interfaces with various merchantfocused systems with high quality connections to banks differentiates the business and technical level – customers really value our technology agnostic approach and are extremely loyal as a result with UPG’s customer retention rate running at 98.7%,” he says.

Carroll sees his role in the company as maximising shareholder value by driving organic growth, looking for selected acquisitions that are accretive from a shareholder perspective in a marketplace displaying a shortage of specialised skills and experienced management teams, to support continued growth.

In June, UPG acquired Accept Cards Limited and Accept Card Rentals Limited. The deal was the latest in a series of successful acquisitions made by UPG in the payments arena over the last four years.

16 Acquisition International August 2014

“Following the successful deployment of UPG’s next generation platform, the requirement has been to increase the number of customers,” says Carroll. “UPG acquired Accept Cards because of the unparalleled lead generation from high quality partners. Essentially, it was cheaper and less risky to acquire Accept Cards, and save ourselves over a year, compared with building our own capability.”

Carrol says it was obvious, in the first 30 minutes of talking to the directors at Accept Cards, that the fit was great. The transaction took nine months to complete. “It required changes to the shareholder base to facilitate the transaction. There were no formal regulatory approvals required. However, there were material revisions to our shareholder agreements and core company documentation which was time consuming, but we were aided in this with the excellent help from David Wilkinson at Fieldfisher.”

The transaction is seen as one of the steps to the eventual IPO of UPG – and a challenge the deal presented lay in rewriting many core corporate documents to the standard appropriate to an IPO in London.

Following the acquisition, the combined business is now far more balanced, with a three-fold increase in the number of experienced salespeople, says Carroll. “Accept Cards will represent approximately 40% of group turnover with the introduction of UPG’s products to the Accept Cards portfolio. Accept Cards gross operation margins will increase to a level comparable to UPG’s.”

When asked how UPG will assess, in a year’s time, how successful the deal has been, Carroll says it’s always about the people. “If we manage to retain existing excellent staff and build on that with continued recruitment of people of the same quality, it will ensure we have a strong baseline of growth and innovation; this will be a great indicator. We are already seeing that the Accept Cards business is winning larger deals because of the association with UPG.” Looking toward the future, UPG is committed to achieving greater than 20% CAGR. But, Carroll says, as a result of the Accept Cards business transaction, UPG may choose to revise the figure upwards.

“UPG’s business was already going through accelerated growth, with each business doubling in size over the next 12 months. The addition of the skilled and experienced staff of Accept Cards will help us maintain the excellence in customer service that we are already known for. The senior team at UPG have plans to internationalise the business and work has already commenced on other MA opportunities to support that strategy.”

The senior team at UPG has background in running larger businesses and has increased UPG tenfold in four years, without borrowing any money and achieving great customer service throughout this period of growth. “In financial terms, the pace of growth is increasing, and because over 80% of revenues auto repeat year on year, the business is well placed to become a popular choice for investors when it files for its IPO in 2015/2016,” Carroll says. n

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DEAL OF THE MONTH

Acquisition International August 2014 17

DEAL OF THE MONTH

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Company: Rosneft Email: postman@rosneft.ru Web: www.rosneft.com Address: 26/1, Sofiyskaya Embankment, 117997, Moscow, Russia Tel: +7 (499) 517-88-99 Fax: +7 (499) 517-72-35

Rosneft Acquires SANORS Holding Limited On 23 May 2014, Rosneft, the integrated oil company majority owned by the Government of Russia, and petrochemical company SANORS Holding Limited signed an agreement of sale and purchase, according to which Rosneft acquired 100% of the SANORS group’s enterprises.

The agreement in May which saw oil company Rosneft acquire SANORS petrochemical company was signed by Rosneft president, chairman of the management board Igor Sechin and SANORS Holding Limited president Igor Soglaev, in the presence of Nikolay Merkushkin, governor of the Samara region.

The document confirms Rosneft’s purchase of 100% stocks of SANORS Holding Limited. The transaction is to be completed after obtaining permits of antimonopoly and other regulatory authorities by Q3 2014. Sberbank CIB appeared as financial adviser of SANORS Holding Limited for the transaction.

“This transaction with SANORS is a key phase in the development of petrochemical strategy of Rosneft,” Igor Sechin said after the signing. “Integration of oil and gas resources and processing resources will lead to significant synergistic effect in the region of oil and gas processing and petrochemistry, and will provide impetus for accelerated development of the industries which accumulate high value added.”

“Consolidation of share capital in the hands of one owner will promote accelerated development of SANORS’s plants sideways better processing,” president of the holding Igor Soglaev commented on the agreement.

Governor of Samara region Nikolay Merkushkin mentioned that acquisition of SANORS petrochemical holding by Rosneft will raise the petrochemical industry to a new level. “Integration of the Novokuibyshevsk site headed by Rosneft will cement the positive dynamics of development of the petrochemical plants of the region. Regarding the availability of the crude materials, this will have a 18 Acquisition International August 2014

good impact on the marketability of the final output.

As a result the importance and influence of the petrochemical complex of the region on the economy of the Novokuibyshevsk and Samara region will rise,” said Nikolay Merkushkin.

SANORS Holding Company was established in 2011 by merging of petrochemical companies of Novokuibyshevsk, the Samara Region. In December, 2013, after joining of 4 companies there was registered a single entity – CJSC Novokuibyshevsk Petrochemical Company. It is the owner of SANORS trade mark.

“

Nowadays, the productions of basic petrochemistry in operation which are in possession of SANORS include the following: production of liquefied hydrocarbons; production of TAME and benzene; production of phenol, acetone, alpha-methyl-styrene and PTBP; production of olefins and synthetic ethanol; production of catalysts; and production of industrial gases.

The company has independent transport, energetic and environment protection infrastructures. Its structure also includes Novokuibyshevsk TETs-2 (Heat and Power Plant), which supplies SANORS plants with heat and electric power.

This transaction with SANORS is a key phase in the development of petrochemical strategy of Rosneft,

Managers of the company consider that the prerequisites for SANORS becoming the leader of petrochemical industry in the country comprise its geographical position in the European part of Russia where there is a shortage of certain types of petrochemical products as well as good logistics.

Moreover the petrochemical industry of the region has been formed under conditions of high integrity with refining industry which is well developed at that territory.

The strategy of development of SANORS involves the increase of volumes of finished products manufacturing in accordance with the revamping program. The company also intends to realize a series of investment projects which are aimed at construction of new plants for manufacturing of polymers which are in demand on the market. This strategy is oriented towards import substitution and satisfying of growing domestic demand.

In 2012 the regional government made a statement concerning the necessity of recovery of petrochemical complex which will combine the capacities of downstream and upstream companies in the region.

At the same time SANORS Holding Company started negotiations with OJSC Petrochemical Company Rosneft concerning close cooperation in the matters of feedstock supply. In June last year during St. Petersburg International Economic Forum the parties entered into joint venture agreement for realization of investment project for construction of petrochemical complex of the world class.

”

DEAL OF THE MONTH

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A year later, in May, 2014, they entered into an agreement on sale of 100% of shares of CJSC Novokuibyshevsk Petrochemical Company to OJSC Rosneft. According to mass media information (Kommersant newspaper), the value of this deal may reach US$0.8-1bn.

“

One of the tasks of the project is to build new worldclass petrochemical complex in the Samara region. Deep integration of oil and gas resources and processing resources will lead to significant synergistic effect in the region of oil and gas processing and petrochemistry, and will provide impetus for accelerated development of the industries which accumulate high value added

”

The integration of oil and gas extraction and processing capacities of the companies will make possible a synergetic effect in the field of oil and gas processing and petrochemistry. SANORS also expects the acceleration in realization of investment projects for development of new productions. If Rosneft and SANORS plans come into life it is expected that they will allow increasing the gross product of the Samara Region by RUB200bn. These plans will also provide the region with 16,000 new jobs.

According to data provided by experts at Kommersant newspaper the deal’s completion will provide SANORS with revenue growth of about 30% by the end of 2014.

In so far as what the future holds, it seems the integration of assets will not exclude the implementation of plans for production development which were announced by SANORS earlier.

In 2012 the company announced that a new world class standard of petrochemical production will be created on the basis of SANORS. According to the plan the project was supposed to have been realised in two steps up to 2020. The volume of investments was estimated to be up to RUB290bn. Under conditions of this day the final parameters of the project will undergo certain corrections, which as yet have not been disclosed. n

Acquisition International August 2014 19

SECTOR SPOTLIGHT www.acquisition-intl.com

Mid-Year Review

AMBULATORY , LLC

Mergers, Acquisitions and Alliances

Company: Ambulatory Alliances, LLC Name: Blayne Rush Email: Blayne@ AmbulatoryAlliances.com Web: www.

AmbulatoryAlliances.com Address: 18181 Midway Rd Ste 200, Dallas Texas 75287 Tel: 469-385-7792

Consolidate Across the Board Consolidation has been the name of the game throughout 2014, with collaborative trends taking hold. These trends, as can be seen within the ASC, urgent care center, endoscopy, pain management and radiation oncology sectors, don’t show many signs of slowing down, either.

Physicians across this range of specialties have taken note of these trends and have sought ways to capitalize on, or in some cases survive them.

Partnerships have benefitted and continue to benefit physician and non-physician owners of centers through cost-efficiency and increased patient volume.

Payback to the patient manifests itself in the form of higher quality care.

These developments have primarily been spurred on by increasingly decreasing reimbursement rates and other changes brought about by the Affordable Care Act (ACA). Those within the pain management space have felt this and have thus seen the necessities of improving the business aspect of practices.

“The biggest threat is going to come from the business side,” said Dr. Rudi Gari of Texas Pain Relief Group. “Physicians are typically not the best business people. You may be the best doctor the world has ever known, but if you don’t know how to manage your finances and manage your office, you’re not going to have an office to practice in.”

Similarly, the endoscopy center market has not been a stranger to the impact of changes brought about by the ACA and a developing industry. At this point, what may have once looked to be an industry of basic “mom-and-pop” type centers are now transitioning into full-blown business opportunities.

“New organizations are buying up surgical centers and partnering up,” Dr. Robert Leventhal, Medical Director at Naugatuck Valley Endoscopy Center,

20 Acquisition International August 2014

said. “Some of the centers need capital; some of it is business management. These larger companies are bringing a lot of experience to the table in negotiating contracts with insurance companies and working in supply management, HR issues, and the like.”

The desire for centers to seek out diversification has also played a major role in increased acquisitions across the board. These acquisitions have been known to result in the formation of “super-group” centers that serve patients through related yet separate specialties, according to Gary Gertler, Partner at McDermott, Will & Emery in Los Angeles.

“In 2013, you saw a substantial increase in the number of block-center leases or shared center arrangements,” he said. “That’s been a huge growth area over the last year or two, when under-utilized radiation oncology centers would block lease space out to larger groups that have their own self-referred patient base.”

In reference to the selling prospects for the remainder of the year, some sectors will see more activity and profitability opportunities than others.

Nevertheless, the decision to sell will always be based on the specific state of a center, no matter what realm it operates in. The common factor remains as the need for consistent patient volume growth.

“What we have to do is get more patients to the center,” Levanthal said. “There are still 20 surgical centers planned per year, so it’s not like we are going away (Becker’s ASC journal). There’s still a place for ASCs. We are more efficient, we are cheaper, and we have a significant cost saving to the patient.”

It will be that focus on the patient and patient satisfaction that will carry centers in all sectors through in the coming years and increase the influx of patients choosing to seek out care at ASCs.

“I like to call it the ‘Ritz Carlton Model,’” Gari said.

“Treat your patients like they are the only things that matter. You have a lot of doctors that still practice the old-fashioned way, and you have doctors that use the new paradigm, which is not only to provide good medical care and know how to manage your business, but you have to provide excellent customer service. If you do that, you’re going to do very well over the next several years.”

No matter which sector you are in, the fact remains that the changes brought about by the ever-changing state of the market, the ACA and other factors can be looked upon as opportunities to either thrive or survive. Adaption to change will always be a trend, and there will always be reasons to enter into ownership of an ASC. “I still think that for independent minded physicians there remain many good reasons to develop and get involved in the private ownership and development of an ASC, and I don’t think there’s anything that’s any more attractive than doing so if you have a surgical specialty that you’re practicing,” Dr. Robert Donachie of Texas Endoscopy, LLC, said. “Furthermore, I don’t think there’s anything that’s going to hinder that from a legal or economic perspective in the near future.” n Written by Brigitte Graf, writer for The Ambulatory M&A Advisor

SECTOR SPOTLIGHT www.acquisition-intl.com

Mid-Year Review

Acquisition International August 2014 21

SECTOR SPOTLIGHT Mid-Year Review

www.acquisition-intl.com

Company: Saul Ewing LLP Web: www.saul.com Address: 500 E. Pratt Street, Suite 900, Baltimore, MD 21202-3133 Name: Adam S. Zarren Email: azarren@saul.com Tel: +1 (410) 332-8725 Name: Heather R. Pruger Email: hpruger@saul.com Tel: +1 (410) 332-8635

Open Source Software: Buyer Beware Is your business engaging in an M&A transaction by purchasing, selling, or merging with another company? Does your company develop software for others or does it purchase customized software solutions from third parties? If so, your management team should be mindful of the business and legal issues related to open source software so that your company can avoid the headaches and substantial expenses that many others are facing.

Open source software has become increasingly ubiquitous as a resource that allows software development teams to deliver innovative applications under shortened deadlines and reduced budgets. A software developer may start with an open source solution or may use open source components to supplement proprietary software, rather than creating software entirely from scratch. Because open source and proprietary components can be incorporated seamlessly, a company may be completely unaware that one or more open source components have been used to create its software product.

While use of open source software can have substantial benefits, it is also subject to licenses that can pose costly business and legal challenges, including infringement litigation and breach of contract claims, if appropriate steps are not taken up front.

22 Acquisition International August 2014

A company that develops proprietary software (or has proprietary software developed), will typically take steps to preserve the economic value of, and its rights to, the software by maintaining strict control over the source code and object code. However, open source software lacks these common restrictions, and its source code is made publicly available under terms that permit modification and redistribution without any fees (license or otherwise). However, open source licenses often require that certain disclosures be made by any subsequent user of the software, and that the source code itself contain certain notes and instructions, among other restrictions. One of the mistakes made by companies that incorporate open source software (knowingly or unknowingly) into an otherwise proprietary software product is the failure to comply with the terms of these open source licenses. Violation of these underlying licenses can lead to expenditure of substantial time, energy, and money litigating infringement and breach of contracts claims. These claims typically include any company that subsequently sells or purchases the software or the company that developed it.

For these reasons, before completing any M&A transaction and prior to selling or purchasing any software products or software development services, it is important for the buyer to ask the right questions and perform due diligence to understand whether any open source software or other third party intellectual property for that matter, has been

incorporated and, if so, whether the parties are in compliance with the underlying software licenses.

The definitive agreements associated with any transaction should also be tailored specifically to address any applicable open source issues. n

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While use of open source software can have substantial benefits, it is also subject to licenses that can pose costly business and legal challenges.

�

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M&A: Making the Deal Work

Company: Adepetun Caxton-Martins Agbor & Segun Name: Afolabi Caxton-Martins Email: acaxton-martins@ acas-law.com Web: www.acas-law.com Address: 9th Floor, St. Nicholas House, Catholic Mission Street, Lagos, Nigeria Tel: (01) 4622094, 4622480, 7406743

M&A: Making the Deal Work Adepetun Caxton-Martins Agbor & Segun (ACA&S) is a full service corporate law practice in Lagos, Nigeria, offering a broad range of services. Founding partner Afolabi Caxton-Martins gave Acquisition International his thoughts on how firms can enjoy a smooth international M&A process.

How does the current volume of M&A transactions in Nigeria compare to pre-financial crisis levels?

Nigeria has recorded a steady increase in the flow of FDI and M&A deals since 2008. It is estimated that the number of deals have increased by 130% over the last five years.

How would you describe the last 12 months in terms of M&A? Have you observed any emerging trends?

Nigeria has recently experienced increased foreign participation in M&A activities especially in the consumer and retail and services sectors. It’s very apparent that Nigeria’s huge market is the key attraction. The sale of power generation and distribution companies by the Nigerian government towards the end of 2013 and the proposed sale of transmission companies have contributed to the increased foreign participation in M&A in Nigeria.

General reform and improvements in the regulation of various sectors of the economy, especially in the banking and finance sector have also increased confidence in the economy and have led to a rise in M&A transactions in Nigeria. There have also been some very significant disposals in the oil and gas sector with Oando Plc., through its affiliate, Oando Energy Resources, acquiring the entire onshore and offshore business undertakings of ConocoPhillips in Nigeria.

What key steps should a company take to insure a successful international integration while mitigating associated legal and cultural hurdles?

The first step towards ensuring successful international integration while mitigating associated legal and cultural hurdles is to develop an integration plan which is timely, long term, comprehensive, flexible, cultural, dynamic and which as much as possible incorporates settled principles of law and

modes of dispute resolution to guarantee some certainty. In addition to planning, the vision of the new organisation must not only be clear but should also be communicated to the employees, as they are key to performance.

What is the key to reaching the initially stated growth and value generation targets in an M&A deal?

In the first instance it helps to not pay more than the target is worth. Thorough commercial and legal due diligence is key to gaining a good understanding of the condition of the target. Understanding the culture of the target will enable you to assess and anticipate any challenges in integrating two companies in the case of a merger. The due diligence process also enables the assessment of the key employees and managerial staff who must be retained and the key customers of the business. A thorough assessment of these and other issues will facilitate a stable transition following the deal and unlock the expected growth.

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We have over the years gained an enviable reputation as being perhaps, the leading oil and gas law firm in Nigeria.

”

Do you have any predictions relating to M&A activity for the next 12 months?

Africa and Nigeria in particular are in sharp focus, so expect the interest of private equity firms and other international investors to continue to grow in 2014, especially in the energy, healthcare and fast moving consumer products and insurance sectors.

Note, though, that the Nigerian presidential and gubernatorial elections will take place next year.

Therefore while investor interest is expected to remain high there will be a reduction in the actual deals closed until the elections have been concluded.

Hopefully there will be a seamless transition. n

Acquisition International August 2014 23

JORDAN & WAGNER Rechtsanwaltsgesellschaft mbH Kernerstraße 28 · DE-70182 Stuttgart E-Mail: info@jordan-ra.de Phone: + 49 (0) 711/25 54 04 60 Fax: + 49 ( 0) 711/25 54 04 70 The law firm for exporting SME For companies who are active today in the global market, who export, invest capital abroad and who want to start or run enterprises at home or abroad but need expert advice.

The JORDAN & WAGNER lawyer mbH specializes in particular companies in the export-oriented SMEs. We support your move with legal and safe advice to help you in the development of your company in national and international markets.

Our focus in counseling and litigation includes: • Trade

/ Distribution • Companies / foundations • Terms / Conditions • IT / reputation protection • Copyright / licenses • Agriculture / hunting rights • Architecture and Construction • Renewable Energy

http://jordan-ra.com

SECTOR SPOTLIGHT www.acquisition-intl.com

Romania: A Future Emerging Market

Company: SAI ERSTE Asset Management Website: www.erste-am.ro Tel: +40 372 269 999 Address: SAI ERSTE Asset Management SA Romania, 14 Uruguay Street, District 1, Bucharest, Romania

Romania: A Future Emerging Market Erste Asset Management coordinates and is responsible for all asset management activities within Erste Group, one of the largest financial services providers.

Founded in Bucharest, Romania, in 2008, asset management company SAI Erste Asset Management SA, or Erste Asset Management Romania, is a member of the Erste Asset Management Group.

Erste Asset Management (EAM) manages assets worth approximately €48.5bn in the firm’s ten locations in Austria, Croatia, Czech Republic, Germany, Hungary, Romania, and Slovakia.

With more than 300 employees, the firm assists private as well as institutional investors. Private investors obtain EAM-related products and services primarily via Erste Group’s branch network and the Austrian Sparkasse banks, while institutional investors do so from the EAM Institutionals team as well as from private banking supported by Erste Group.

Early on, Erste Asset Management recognised the trend towards responsible fund management and over the last decade the firm has developed and successfully implemented a wide range of sustainable funds.

The firm offers the following products and services: an extensive range of products for private investors for investment funds; investment solutions for institutional investors; management of money market, bond, balanced, equity open ended funds and fund of funds; and individual investment portfolios.

Managers Association is a member and taking into consideration the investment policy set out in the prospectus, ERSTE Bond Flexible RON is a RON denominated bond fund. The fund shall not invest in stocks.

The fund shall invest at least 80% of its assets in fixed income instruments, with an exposure of at least 70% of the fund’s portfolio to the local currency (direct exposure or hedging).

The fund’s strategic asset allocation is: 85% bonds and 15% other assets, with the purpose to obtain a higher performance than a benchmark.

Previous performance of the Fund/asset management company is not a guarantee of future results! Please read the prospectus and the key investor document (KID) provided in art. 98 of G.E.O. no. 32/2012 before investing in fund/asset management company! The Prospectus and KID are available in Romanian and English language on www. erste-am.ro and may be obtained from the agencies/ units pertaining to BCR and from the premises of SAI Erste Asset Management S.A. Open end investment fund ERSTE Bond Flexible RON (former BCR Obligatiuni), NSC Decision 1872/2007 FSA Register no. CSC06FDIR/400039; SAI ERSTE Asset Management SA, NSC Decision no 98/21.01.2009, FSA Public Registry PJR05SAIR/400028; Depository: BCR SA n

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Erste Asset Management (EAM) manages assets worth approximately €48.5bn in the firm’s ten locations in Austria, Croatia, Czech Republic, Germany, Hungary, Romania, and Slovakia.

”

In September 2013, the fund ERSTE Bond Flexible RON (formerly BCR Obligatiuni), one of Erste Asset Management group’s flagship funds, reached €1bn in net assets.

In accordance with the standard issued by the European Fund and Asset Management Association – EFAMA, where the Romanian Fund

Acquisition International August 2014 25

SECTOR SPOTLIGHT www.acquisition-intl.com

“Fewer But Bigger” - UK M&A Market Trends Over the Last 12 Months

Company: Moore Stephens LLP Name: Philip Bird Web: www.moorestephens.co.uk

“Fewer But Bigger” - UK M&A Market Trends Over the Last 12 Months.

What has been happening in the UK M&A market over the last 12 months and are we seeing an improvement in the climate for transactions?

Recent figures suggest that whilst the volume of transactions in the first half of 2014 (2,223) is lower when compared to the same period for 2013 (2,510), the aggregate value of transactions has increased - from £91 billion in 2013 to £149.7 billion in 2014. This represents an increase of 65%.

(Source: Experian). The average size of transaction has therefore become much larger. The number of transactions of £1 billion or more doubled in the first half (H1) of 2014 to 22. At the other end of the spectrum, the number of ‘smaller’ transactions (up to £10 million) fell by 13%.

The business support services sector was the most active in terms of number of transactions, an area in which Moore Stephens Corporate Finance specialises.

London and the South East continued to see the highest level of M&A activity, accounting for 49% of both overall transaction volume and value. There continues to be an increase in the level of foreign investment into the UK as evidenced by the UK Trade & Investment (‘UKTI’) agency’s report (Source: UKTI Investment Report 2013-2014) which highlights an increase in foreign investment of 14% 2013-2014.

This is a trend we see reflected in our own track record of recent transactions.

There is no doubt that there have been some significant transactions in the first half of this

year – notably Novartis’ acquisition of the oncology business of GlaxoSmithKline plc, a £9.5 billion value transaction. What is driving this increase in transaction size? Some key drivers behind this are: 1. Confidence drives corporate activity: whilst the global economic environment remains challenging, most CEOs and CFOs are feeling more confident than they were a year ago. This is evidenced by surveys such as the Logistics Sector Confidence Index, now undertaken by Moore Stephens & Barclays, which for the period H2 2013, showed an increase of 24% over H1 2013. Returning confidence is also demonstrated by the large number of successful IPOs on both the main London Stock Exchange as well as the AIM – 61 IPOs occurred in H1 2014 compared to 68 for the whole of 2013. Increased confidence also means that CFOs are willing to write bigger cheques.

(Source: Experian)

2. Funding is more readily available: a noticeable trend over the last six months has been an increase in appetite amongst the UK high street banks to lend more money for acquisition and structured transactions.

Banks are now back lending on such transactions at the 4x Ebitda+ level and with less onerous covenant packages. There is an increasing preference for large transactions on the part of the banks. In addition, we have seen a number of new entrants into the alternative finance market – such as mezzanine funding – with strong appetite for new business.

26 Acquisition International August 2014

3. Acquirers have more of their own cash: over the last few years there has been a CFO focus on improving working capital and cash generation. This has been a tremendous success with two major consequences: cash generation has been used to reduce corporate gearing, and from an M&A point of view, more cash is available to fund transactions.

4. Valuations on the rise: with more funding chasing a lower volume of transactions, there has been an

SECTOR SPOTLIGHT www.acquisition-intl.com

“Fewer But Bigger” - UK M&A Market Trends Over the Last 12 Months

increase in valuations and transaction size. This has been particularly evident in the UK private equity sector. An enormous amount of new fundraising has taken place with a staggering $409 billion of new funds raised over the last 12 months - the largest amount since 2008. This trend in valuation looks set to increase. A lower valuation environment over the past seven years has restricted the number of vendors wishing to sell their companies, but the improving valuation environment is likely to cause this to change.

However, there remain threats to a sustained recovery in valuations and M&A activity – such as the Ukraine crisis, the prospect of rising interest rates and continued uncertainty around the sustainability of economic recovery. As a result, and in reaction to these threats and uncertainties, some other key features of M&A transactions in the UK over the past 12 months have included: 1. Earnouts and deferred consideration are more common in transactions: this enables the acquirer to protect against ‘over paying’ and the vendor to receive more consideration if the target business performs strongly post completion of the transaction.

2. Transactions are taking longer: due diligence is typically now more comprehensive and exhaustive than a year ago and acquirers want to see evidence of current trading holding up and in line with budget during negotiations and due diligence. Exclusivity periods in transactions are therefore longer as a reflection of these considerations.

3. Frequent renegotiation: during the period of exclusivity, because of more comprehensive due diligence and fluctuations in current trading, the terms of transactions are often going through several re-negotiations between Heads of Agreement and completion.

4. Corporate acquirers outbidding private equity: according to Real Deals, corporate acquirers accounted for 76% of completed transactions in H 2014.

Overall, there is no doubt that the climate for M&A in the UK is improving. However, as highlighted above, completing transactions requires increased patience from all parties involved and, from corporate finance advisers in particular. Creativity is required to resolve issues as they arise during negotiations. n

Acquisition International August 2014 27

SECTOR SPOTLIGHT www.acquisition-intl.com

Doing Business in Brazil

Company: Deloitte Brazil Name: Rogerio Panessa Email: rpanessa@deloitte.com Web: www.deloitte.com.br Address: Rua Alexandre Dumas, 1981 –Chacara Santo Antonio Tel: + 55 11 5186-6873

Doing Business in Brazil Rogerio Panessa is the Director of Business Process Solutions (outsourcing services) at Deloitte Brazil.

Here, he talks to us about the country’s current business environment and its most active sectors.

Deloitte is the largest professional services network in the world by revenue and by the number of professionals. Deloitte provides audit, tax, consulting, enterprise risk and financial advisory services with more than 200,000 professionals in over 150 countries. In FY 2012–13, it earned a record US$32.4 billion in revenues.

Director of Business Process Solutions at Deloitte, Rogerio Panessa, tells us a little about the current business environment in Brazil and which sectors have seen the most activity of late.

“Despite its recent low GDP growth, Brazil still has a great number of unexplored business opportunities.

“Acquisition has been by far the most popular deal type of late, compared with the past 5-8 years, and is a strategy which companies often employ to build their business from the ground up.

“Service companies, mainly technology-based, and the education sectors are the most frequent newcomers, along with the oil and gas industry which has increased its presence as a result of the recent discovery of natural underwater oil sources. Typically, the start-up transactions were concentrated in importing goods and products.

“One of the most popular sectors for investment in Brazil is the services sector which is consistently growing and we which we hope to see even more growth in in the future.”

Rogerio describes the main considerations for businesses looking to move into Brazil.

“We advise clients to do a lot of ‘deep dive’ research in local regulations of the area they wish to invest in and get a clear understanding of differences when

28 Acquisition International August 2014

compared with their home land. Also we advise them to explore local talent availability and corporate resource availability, which might ensure smoother landing. And last but not least, we advise them to create a detailed ‘what if’ scenario for the initial business plan.

“Indeed Brazil is well known for its economic complexity and sophisticated tax compliance environment, a subject which deserves great understanding and the right preparation to fulfil each and every requirement.”

A move such as this poses many challenges and Rogerio explains how Deloitte can help make such a transition as easy and hassle-free as possible.

“The decision to start up a new business, especially abroad, is not to be taken lightly. It is a challenging and important move for any organisation.

“Some of the topics which need to be observed and managed include Corporate Governance, accounting principles and reporting needs, direct and indirect taxation, Central Bank procedures, transfer pricing, tax compliance, and labor & social security legislation.

“During a start-up, a Full Outsourcing solution, such as Deloitte can provide, allows the company’s management to focus on the core business and its alignment, and ensures that the parent company is fully compliant with the local requirements.

“Our proposition at Deloitte is to be the primary service provider, using our extensive local and international network and experience, in order to assist your organisation in any accounting, tax or labour matters, and to act as a liaison.” n

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Despite the recent low GDP growth, Brazil still has a great number of unexplored business opportunities.

”

SECTOR SPOTLIGHT www.acquisition-intl.com

Panama: Realising Potential

Panama: Realising Potential Pardini & Associates: Panama’s legal counsel with a solid international background.

During the last few years, foreign investment has increased in Panama due to the political stability, outstanding economic growth, solid legal framework and excellent tax incentives (for more information see below). Currently, the greatest opportunities for investors are in: mining, petroleum, energy, ports and maritime industries, banking, asset management and international services.

We are lawyers for major Fortune 500 companies, mid-size and small companies and many individual investors or retirees.

For more details, please visit our website. n

Company: Pardini & Asociados Name: Juan F. Pardini Email: mailto:pardini@padela.com Web: www.pardinilaw.com Address: Plaza 2000 Tower, 10th floor, Panama City, Republic of Panama Tel: +507 223-7222

Panama Fact Sheet 2014 Political

• Transparent elections since 1990 • Smooth transition of power every 5 years • Long tradition of openness to foreign investments • Structural adjustments to economy proven positive • Bureaucracy reduced, but still a major factor Economic • US dollar is legal tender • One of the fastest growing in the world with an average GDP growth of 7.3% over the past 10 years • Inflation rate was 4.0% (2013) • Unemployment 4.1% (2013) • Foreign Direct Investment $ $2,790 million • Free trade agreements with more than 20 countries Financial • No exchange or currency restrictions • Panama´s debt is ranked “Investment Grade”, only 3 countries in LatAm have this status • Moody’s raised score of Panama’s sovereign debt rating to Baa2 and improved its outlook for Panama from “stable” to “positive” • An economic landscape of friendliness toward foreign investment with healthy and rigorous trade agreements i.e. The Investment Stability Law, the Free Trade Agreements, and Bilateral Investment Agreements (BITs) Legal • No restriction on 100% foreign owned real estate • BITs with multiple countries securing against expropriation and other risks • One of the most flexible corporation laws in the world • No restrictions on mergers, acquisitions or joint ventures • Enforcement of foreign judgments and arbitral awards • Generous tax incentives for relocating headquarters of multinationals Tax • Exemption or discount from income tax • Exemption from import tax on equipment and raw materials • Exemption from income tax for creditors/banks • Accelerated loss carry-forward • Accelerated depreciation • No foreign exchange risk • Absence of exchange controls • No restrictions on companies ownership and foreign capital • Exemption from taxes for investments in tourism, maritime, real estate, mining, Colon Free Zone, exports and other markets Other Highlights • Panama is rated the second most competitive country in Latin America after Chile, according to the World Economic Forum • Panama has been rated as “One of the top retirement destinations in the world”, according to the Annual Global Retirement Index 2014 • Panama has been awarded the second position in the ranking of Latin American nations providing better access to capital, according to the index published by the Milken Institute • 2nd largest Free Trade Zone in the world, Colon Free Trade Zone registered 29,154 million dollars in commercial activity in 2011, a 25.8% increase on the previous year, despite adverse global trading conditions.

• World class infrastructure: $15 billion investment plan slated for completion in 2014, the effort includes a $2 billion metro line and other advancements to Panama’s transport infrastructure.

• Caterpillar, Procter & Gamble, 3M, LG, AES, TOTAL, Roche, Hershey and Heineken are some of the 100 most recent multinationals relocating their Latin American headquarters to Panama.

• Panama has become a haven for tourism in Latin America, which in 2013 received 2.3 million visitors, surpassing the projected figure. By 2014, about 2.5 million travelers expected

Acquisition International August 2014 29

SECTOR SPOTLIGHT

Ghana: Leading the Way in Africa.

Measuring the Pulse of Africa’s Economy

www.acquisition-intl.com

Ghana: Leading the Way in Africa Stephen Kyerematen is Managing Director & CEO at Activa International Insurance, and Solomon Lartey is Deputy Managing Director of the firm.

Activa International Insurance is licensed by the National Insurance Commission of Ghana to write general insurance (non-life) business. Originally called Global Alliance Insurance; established in 2005 and taken over by Activa in 2009. Currently the preferred insurer of most blue chip and multinational business in Ghana.

Company: Activa International Insurance Names: Stephen Kyerematen & Solomon Lartey Email: info@activa-ghana.com Web: www.activa-ghana.com Address: 3rd Floor, Heritage Tower, 6th Avenue, West Ridge, PMB KA 85 Airport, Accra Tel: +233 (0)302 686 352

Company: Buwembo and Company Advocates Email: info@ buwemboadvocates.com Web: www. buwemboadvocates.com Address: Plot 48, Rashid Khamis Road Old Kampala, opposite Aldinah Mosque, P.O.BOX 21841, Kampala, Uganda Tel: +256 414 341 335

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The firm’s corporate division is recognised as a world leader in mergers, acquisitions, flotation, joint ventures and private equity.

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Solomon Lartey, Deputy Managing Director of the firm, tells us a little more. “At Activa, through the Globus Network, we provide tailor-made insurance solutions to companies and individuals in close to 40 African countries bridging Legal, Linguistic, Monetary and Cultural boundaries. We also have centres of excellence through which we pool technical expertise across 38 African countries for the benefit of our clients.”

“In spite of the falling cedi, problems with electricity and power, and inflation among other challenges the Ghanaian business environment is still vibrant,” explains CEO of Activa, Stephen Kyerematen regarding the economic climate of Ghana. “The fast depreciation of the cedi and inflation has however,

thrown business plans into disarray and business confidence in the economy is waning.

“This year, we have not seen much positive change. With the introduction of the cash before cover regime in the insurance industry, some customers have either refused to renew existing businesses or reduced sums insured or converted motor comprehensive policies into Third Party only, causing the insurance industry to lose money. This is expected to normalise over time.”

Despite this drawback, there are major pull factors for potential investors in Ghana, including stability and safety. Solomon embellishes. “In spite of the many difficulties with the economy Ghanaians have remained calm and there is still peace on our streets both for foreigners and local people. Government is also making a lot of effort to reduce bureaucracy in most state organisations to ensure speedy turnaround times for services from SOEs.” n

Measuring the Pulse of Africa’s Economy Buwembo and Company Advocates, in Kampala, Uganda, has a reputation for handling work of quality and substance in a pragmatic commercial manner and at competitive billing rates.

Buwembo & Co Advocates is dynamic and progressive law firm, both in its thinking and in the way in which it is building its practice as one of the largest and leading commercial law firms in Uganda.

The company has an acknowledged reputation for handling work of quality and substance in a pragmatic commercial manner and at competitive billing rates.

The firm has extensive clientele locally, as well as in the USA, Europe, Asia, and South Africa. Amongst its clients are reputable International legal firms who are dependent on this firm to handle legal matters affecting this jurisdiction and across East Africa.

Buwembo & Co’s work is divided into three broad divisions for management purposes: corporate, finance and projects and commercial.

The firm’s corporate division is recognised as a world leader in mergers, acquisitions, flotation, joint ventures and private equity. These are often pioneering deals.

While many people associate corporate law with mergers, acquisitions and private equity, there are many other types of expertise at work here. Lawyers specialising in trust/competition, employment, pensions and incentives help companies with some of the toughest issues facing modern business.

Buwembo & Co’s finance practice leads the world’s strongest financial institutions’ practice and advises companies, funds and governments as well as banks in their funding, hedging and investment activities.

Innovation and market leadership stand at the centre of the firm’s work. Its projects team leads many of the world’s most important energy and infrastructure projects.

The firm’s commercial division offers a broad range of expertise, including litigation and dispute resolution, real estate, tax, technology, media and telecommunications, intellectual property and trusts.

Buwembo & Co mainly advises corporate and financial institutions, but its trusts lawyers also work with individuals, charities and trustees. n

Acquisition International August 2014 31

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Nigeria: A Future Investment Hub?

Company: Royal Exchange Plc Email: info@ royalexchangeplc.com Web: www.royalexchangeplc.com Address: New Africa House, 31 Marina, Lagos, Nigeria Tel: +234 1 460 6690 9

Nigeria: A Future Investment Hub? The Lagos, Nigeria branch of Royal Exchange was established in 1918. Today, the firm offers offers a broad range of financial services to both individual and corporate clients.

In 1918, Royal Exchange commenced operations in Nigeria represented by Barclays Bank DCO and in 1921 converted to a full branch of its then parent company, Royal Exchange Assurance, London.

The establishment of its branch in Nigeria was the result of an overseas expansion drive in the early 20th century. Royal Exchange was in December 1969, reconstituted and incorporated as a Private Limited Liability Company. The company went public on 18 July 1989, and was duly listed on the Nigerian Stock Exchange on 3 December 1990.

In 2007, Royal Exchange entered into a merger with African Prudential Insurance Company Limited and Phoenix of Nigeria Assurance Company Plc. The merger brought about a significantly stronger Royal Exchange, better positioned to serve the needs of its clientele in the financial services sector.

Royal Exchange, previously registered in compliance with the provisions of the Insurance Act 2003, as a composite insurer of life, general and special risks, substantially re-organised itself into a group holding company in 2007 , to properly position itself as a broad based financial services provider.

Consequently, the general and special risks insurance business was demerged into a wholly owned subsidiary, Royal Exchange General Insurance Company Limited, whilst the life assurance business was transferred to another wholly owned subsidiary, Royal Exchange Prudential Life Plc. Two additional, wholly owned subsidiaries, Royal Exchange Finance & Investment Limited and Royal Exchange Healthcare Limited were also established as part of 32 Acquisition International August 2014

the overall diversification strategy.

More recently, Royal Exchange Asset Management was established to offer a broad range of asset and wealth management services to both individual and corporate clients.

Royal Exchange will ensure its relevance in the environment in which it operates by continuously focusing on customer service and product enhancement, its technology platforms and its human capital.

As the company says: “We are tried and tested.

We build enduring relationships. We are Royal Exchange.” n

“

We are tried and tested.

We build enduring relationships. We are Royal Exchange.”

”

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Maintaining Competition in Pakistan’s Oil & Gas Industry

Maintaining Competition in Pakistan’s Oil and Gas Industry Liaquat Merchant Associates ranks amongst the leading and most respected law firms in Pakistan, providing an extensive range of legal services through its highly experienced partners and associates, each with their own fields of specialisation.

Company: Liaquat Merchant Associates, Barristers-at-law, Advocates & Corporate Legal Consultants Name: Hira Ahmad, Associate Partner Email: h.ahmad@ liaquatmerchant.com Web: www.liaquatmerchant.com Address: Plot No. C-4-C and C-2-C, 3rd Floor, Khayabane-Tanzeem, Phase V, DHA, Karachi-75500, Pakistan Tel: + 92 21 35875442 Cell: + 92 (0) 322 472 3099

Hira Ahmad, Associate Partner at Liaquat Merchant Associates, told Acquisition International how the firm is assisting Pakistan’s leading integrated gas company in efforts to promote growth in the nation’s oil and gas sector.

Liaquat Merchant Associates (LMA) provides an extensive range of legal services. A long list of satisfied clientele continues to grow steadily owing to the depth of legal, commercial, financial and business knowledge and expertise within the firm. We advise innovative leading companies and organisations and offer far-reaching services to our clients across the globe. LMA has its roots in banking, insurance and company law as well as in commercial litigation. Complimenting this core practice, we also provide an outstanding non-contentious legal consultancy service across numerous practice areas including the oil and gas industry.

Currently LMA is engaged by the Sui Southern Gas Company Limited, Pakistan’s leading integrated gas company to render legal advice and facilitate in the negotiations leading to the finalisation of an LNG Operation and Services Agreement pursuant to the LNG Policy of the Ministry of Petroleum and Natural Resources, Government of Pakistan. The project is being developed to provide a viable short-term solution to the energy crisis being faced by Pakistan.

It is the first FSRU (floating, storage, re-gasification unit) based project on tolling arrangement in Pakistan and is expected to cater to approximately 20% of Pakistan’s energy requirements.

The Government is providing an investment friendly platform for the oil and gas sector to attract local and foreign investors, including, greater incentives for accelerating exploratory and production efforts, as a result of which exceptional growth in the oil and gas sector is expected. Pursuant to the current policies of the Government, this sector has already surfaced as one of the most attractive sectors for investment in Pakistan which shall result in a marked reduction in import of energy related refined products. The sector

34 Acquisition International August 2014

is being chiefly relied upon to overcome the energy crisis being faced by Pakistan.

The natural resources in Pakistan, which are also rich in tight/shale gas reserves, offer the capacity for becoming self-sufficient in energy, providing enormous potential for exploration and development of such local natural resources with an exploration success ratio of about 1 : 3.5. According to surveys, Pakistan has estimated shale gas reserves of 51 trillion cubic feet (TCF) as compared to conventional gas reserves estimated at 58 TCF, and the Government is expecting to attract major investments to make use of this high potential energy source.

In its efforts to dynamically seek investment in oil and gas sector, the Government has recently leased out 50 blocks to various exploration and production companies for the search of oil and gas across the country. This sector is growing rapidly with more than expected drilling activities.

According to the last Economic Survey of Pakistan, oil and gas are the two key components of energy mix contributing almost 65 percent (oil 15% and gas 50%) share to the 64.7 million TOE (ton of oil equivalent) of energy supplies, while share of coal and nuclear is almost 7% and 2%, respectively.

Pakistan is one of the largest consumers of gas in the region and has also emerged as a regional transit route for energy.

It is emphasised that the LNG project referred herein, although the first of its kind in Pakistan, will encourage reputable investors in the sector to develop similar infrastructure which shall add to the competition and diversification of delivery of energy to consumers in Pakistan. n

SECTOR SPOTLIGHT Getting to Grips With Turkish Merger Control

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Company: ELIG Attorneys at Law Name: Gönenç Gürkaynak Email: gonenc.gurkaynak@elig.com Web: www.elig.com Address: Çitlenbik Sokak No:12, Yıldız Mahallesi Beşiktaş, 34349, Istanbul, Turkey Tel: +90 212 327 17 24

Getting to Grips With Turkish Merger Control ELIG, Attorneys-at-Law aims to provide its clients with high-quality legal services in an efficient and business-minded manner. All members of the ELIG team are fluent in English. ELIG focuses on the interests of its clients, and strives for finding flexible legal solutions that fit the ever-changing needs of our clients in their international and domestic operations.

The firm has a legal team of 45 people. The firm’s main focus consists of competition law, corporate law, mergers and acquisitions, EU law, banking and finance, litigation, energy, oil and gas law, administrative law, real estate law, and intellectual property law. As an independent Turkish law firm, ELIG, Attorneys-atLaw collaborates with many international law firms on various projects.

Gönenç Gürkaynak, Managing Partner, ELIG, Attorneys-at-Law, takes us through the finer points of merger control in Turkey.

Which sectors have seen the most activity recently, and has this changed compared to the previous year?

Traditionally, the Competition Authority pays special attention to those transactions that take place in sectors where infringements of competition are frequently observed and the concentration level is high. Concentrations that concern strategic sectors that are important to the country’s economy (such as automotive, telecommunications, energy, etc.) attract the Authority’s special scrutiny as well. The consolidated statistics regarding merger cases in 2013 indicate that transactions in the food industry took the lead with 29 notifications. The transportation sector took second place with 22 notifications, followed by the industry for the production and distribution of electricity and gas (19 notifications), and the sectors for medical products and services and manufacturing of machinery (16 notifications each).

What agencies must be involved when filing a transaction and how do you ensure that all regulations and legislation are followed?

The national competition authority for enforcing the competition law in Turkey is the Competition Authority, a legal entity with administrative and financial autonomy. The Competition Authority consists of the Competition Board, Presidency and

Main Service Units. As the competent body, the Competition Board is responsible for, inter alia, reviewing and resolving on merger and acquisition notifications. It consists of seven members and is seated in Ankara. The Main Service Units consist of five supervision and enforcement departments, department of decisions, economic analyses and research department, information management department, external relations, training and competition advocacy department, strategy development, regulation and budget department, press department and cartel on-the-spot inspections support division. There is a “sectoral” job definition of each supervision and enforcement department.

Talk us through the process and give us an idea of the parties involved and timeframe.

The notification is deemed filed when received in complete form by the Competition Authority. If the information requested in the Notification Form is incorrect or incomplete, the notification is deemed filed only on the date when such information is completed upon the Competition Board’s subsequent request for further data.

The Competition Board, upon its preliminary review (i.e. Phase 1) of the notification will decide either to

approve, or to investigate the transaction further (i.e.

Phase 2). It notifies the parties of the outcome within 30 days following a complete filing. In the absence of any such notification, the decision is deemed to be an “approval”, through an implied approval mechanism introduced with the relevant legislation.

However, in practice, the Turkish Competition Board almost always reacts within the 30-calendarday period by either sending a written request for information or – very rarely – by already rendering its decision within the original 30-calendar-day period.

The Competition Authority, upon its preliminary review (Phase 1) of the notification will decide either to approve, or to investigate the transaction further (Phase 2). Any written request by the Competition Authority for missing information will cut the review period and restart the 30-calendar-day period from Day 1 as of the date on which the responses are submitted.

If a notification leads to an investigation (Phase 2), it mutates into a fully-fledged investigation. Under Turkish law, the investigation (Phase 2) takes about six months. If deemed necessary, this period may be extended only once, for an additional period of up to six months by the Competition Board. n Acquisition International August 2014 35

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Gibraltar: A Rock Solid European Funds Domicile

Company: Castle Fund Administrators Limited Name: Neil James Gogan Email: info@ castlefundadministrators.com Web: www. castlefundadministrators.com Address: 932 Europort, Gibraltar Tel: + 350 200 40466

Gibraltar: A Rock Solid European Funds Domicile Here, Neil James Gogan from Gibraltar-based Castle Fund Administrators gives us the lowdown on why this rapidly expanding financial centre is steadily becoming the destination of choice for international hedge fund managers.

In wake of the implementation of the Alternative Investment Fund Managers Directive (“AIFMD”) across the European Union, Gibraltar is being viewed as the destination of choice of international hedge fund managers as a base in which they can establish their funds. Gibraltar, a British overseas territory located at the southern most point of the Iberian Peninsula, has a bustling and rapidly expanding financial centre. Gibraltar has now firmly established itself as a leading European Union funds domicile.

Gibraltar provides a transparent yet highly compliant jurisdiction for funds, not to mention a pragmatic and approachable regulator that is sensitive to the demands placed on the local industry by recent EU and international legislation.

The primary reasons that fund managers are attracted to Gibraltar are: 1. Gibraltar is a fully compliant EU jurisdiction from which funds and fund managers can passport right across the European Union.

Funds that establish themselves in Gibraltar can, if they wish, passport and market right across the European Union from within Gibraltar. A Gibraltar Experienced Investor Fund can be set up and operational in a matter of days. If the fund manager registers as an AIFM under the Alternative Investment Fund Managers Directive, the manager can passport and market its funds across the European Union. If the manager does not qualify based on the size of its AuM, it can voluntarily “opt-in” and follow a tighter regulatory regime by complying with the full AIFM requirements, thus allowing the manager to passport across the EU.

36 Acquisition International August 2014

2. No restrictions on Asset Classes, portfolio composition or investment spread.

Another major factor in the attractiveness of Gibraltar as a funds jurisdiction is that the Experienced Investor Fund regime imposes no limitations on the types of asset classes that can be invested in or on asset concentration. Gibraltar therefore permits the establishment of funds that could not be established in many of the other principal European Funds jurisdictions.

For example, there are many funds in Gibraltar that invest solely or primarily in some of the following asset classes: • Art; • Venture Capital, Private Equity & other unlisted securities; • Web domains; • Renewable Energy Projects; • Distressed Debt; • International Property; • Energy Futures; • Precious Metals; • Acquisition of sports stars’ economic rights; • Gambling and litigation.

Moreover, a Gibraltar Experienced Investor Fund does not need to have an appointed investment manager.

In such instance the fund would be “self-managed” as the investment management function would fall directly under the responsibilities of the fund’s board of directors.

3. Low – Cost, English-speaking European Union jurisdiction

Gibraltar offers the full range of fund services at a very competitive cost in comparison to other EU jurisdictions. Coupled with this, Gibraltar is an English - speaking European Union jurisdiction with a legal system based on English common law. It is increasingly becoming the jurisdiction of choice for fund clients who find other EU fund jurisdictions such as Ireland and Luxembourg too expensive or too restrictive. Due to its bilingual English – Spanish speaking workforce and the flexibility of its regulatory regime, Gibraltar is also quickly becoming the destination of choice for Latin American managers wishing to domicile in or passport into the EU. 4. Private Funds A Gibraltar Private Fund is an extremely useful, simple and efficient fund structure. This type of fund is not listed on any stock exchange and cannot have more than 50 investors. Although there must be some identifiable link between the investors in a Private Fund, there are no investment restrictions whatsoever.

At Castle Fund Administrators Limited, we are finding that there is currently more interest than ever in the Gibraltar Private Fund structure. Following the implementation of the Alternative Investment Fund Managers Directive (“AIFM”) across the European Union in July of last year, many company structures that invest pooled assets according to a defined investment policy will now be regarded as collective investment schemes and therefore need to be structured and licensed as “Alternative Investment Funds” or “AIFs”. Similarly, where it is deemed that any dealing, investment management

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Gibraltar: A Rock Solid European Funds Domicile

or investment advice is being provided within or to an entity that consists of pooled assets, it is likely that such an entity would also be classified as a collective investment scheme.

In Gibraltar, an AIF can take the form of a Gibraltar Private Fund or an Experienced Investor Fund. Many clients are finding that the incorporation of some form of fund structure in their overall structures is now required in order for them to structure and manage

their assets in a compliant manner. Gibraltar Private Funds have no investment restrictions, are subject only to light touch regulation and are very cost effective to set up and run. As there is no obligation to have an appointed investment manager, the investment management function is something that can be undertaken by the fund’s board of directors.

Castle Fund Administrators Limited provides a full range of fund set-up, fund administration and support services while delivering the highest level of professionalism to the marketplace. Our affiliate, VIP Fund Services, provides a range of ancillary services to fund clients including the provision of chartered aircraft to and from Gibraltar, organising travel arrangements, providing boardroom and conference facilities in Gibraltar for fund board meetings and liaising and negotiating with regulated entities to act as counterparties to the fund.

5. EU Feeder Funds The flexibility of the Experienced Investor Fund and Private Fund structures make them ideal vehicles to act as European Feeder Funds. Given that there are no investment restrictions, such a fund can invest up to 100% of the subscription proceeds in a Master Fund. As there are no currency restrictions, specialist funds may be facilitated in currencies other than the predominant dollar, euro and sterling denominations.

Neil James Gogan B.B.S., M.A. (Dubl.) is a director of Castle Fund Administrators Limited. Neil previously worked in HSBC and Banco Santander. He has extensive experience in funds’ operations in Dublin, Madrid, Luxembourg and Gibraltar. n

Acquisition International August 2014 37

SECTOR SPOTLIGHT www.acquisition-intl.com

Ones to Watch

Ones to Watch in 2014 Acquisition International continues to search the globe for the law firms and legal experts leading the way in their repective industries.

38 Acquisition International August 2014

SECTOR SPOTLIGHT www.acquisition-intl.com

Ones to Watch

Ümit Akin is the founder and managing partner of Akin Law Office.

Akin Law Office is a full-service law firm serving its domestic and international client base as trusted legal advisors in all areas related to Turkish corporate law, public law and regulation as well as attorneys in litigation and arbitration. The Office is based in Istanbul with supporting staff and a correspondent office in Ankara.

Firm: Akin Law Office Name: Ümit Akin Email: umit.akin@ akinlawoffice.com Web: www.akinlawoffice.com Address: Ebulula Mardin Caddesi, Maya Meridyen İş Merkezi Kat: 5, Akatlar – Istanbul 34355, Turkey Tel: +90 212 351 5455

“We are a boutique-size law firm backed by the experience and expertise of a large firm. Our attorneys are highly experienced in creating new entities, foreign subsidaries, joint ventures and partnerships in Turkey, as well as across a broad range of jurisdictions. We have many years of experience in all major corporate transactions and successfully completed various M&A projects involving major companies from different sectors in Turkey,” Mr Akin added.

When asked about the advantages Akin Law Office has over its competitors Mr Akin said: “We focus on always providing a bespoke, individual service to our clients no matter how big or small their business is. We are proactive, efficient and very diligent from instruction through to completion.”

its clients, their business environments and the challenges that they face as they try to adjust to the changes in both their markets and regulatory landscape.

“Much of our business has an international dimension as Turkey continues to be on the receiving end of significant amounts of FDI and enjoys a steady growth rate. The professionals at our Office are able to address and cater for all types of cross-border transactions as they have substantial international education and professional experience,” he added.

In addition, Mr Akin shared that in the past couple of years Turkey iniated a series of legal reforms and updated its Commercial Code (regulating company law), Capital Markets Law and the Code of Obligations among other primary and secondary legislation. As the country steers towards full integration with the world markets and the EU acquis internationally trained, business and solution-oriented and outward-looking lawyers are needed as never before to lead the field.

“We remain confident that Turkey’s star will continue to shine in the years to come and we will be there to witness and participate in these exciting times with our clients,” Mr Akin said. n

Further, he explained that his former long-term service as chief legal officer and vice president of Turkcell, the leading GSM company in Turkey with many international investments, enables him and hence the Office to understand truly the needs of

ANAND AND ANAND CATEGORIES OF WORK

B-41, NIZAMUDDIN EAST NEW DELHI-110013 Phone: +91 120 40 59 300 Fax: +91 120 42 43 056/058 E-mail: email@anandandanand.com Website: www.anandandanand.com Languages English Other offices Chennai, Mumbai, Noida

Patents

Tax advice on IP matters

Designs

Packaging law

Litigation and dispute resolution

Advertising law

Trademarks

Custom recordal and enforcement

Copyright

Domain name disputes

Antitrust/competition

Investigations

Compliance/regulatory

Sports law

Agreements and commercial exploitation of IP licensing and franchising law

Media and entertainment law

Number of lawyers 95

Contacts Pravin Anand, Safir Anand, Debjit Gupta Binny Kalra, Archana Shanker

IP365° Leading Innovating Inspiring

Acquisition International August 2014 39

SECTOR SPOTLIGHT www.acquisition-intl.com

Company: Antimonopoly Law Office LLC Name: Andrey Voevodin E-mail: avoevodin@ antimonopolylawoffice.com Web: www. antimonopolylawoffice.com Tel: +7 495 626 02 26 Address: 107031 ul.

Kuznetsk Bridge 21/5, Entrance 1, Office 2009, Moscow, Russia

“

Russia has seen record levels of investment in recent years, with US-based firms alone ploughing over $37 billion into our country up until December last year.

”

Ones to Watch

Andrey Voevodin, from antitrust law firm Antimonopoly Law Office LLC, Moscow, Russia, discusses the dynamic economic situation in his country, and how his firm provides a comprehensive legal service to Russian business and overseas companies.

Russia has seen record levels of investment in recent years, with US-based firms alone ploughing over$37 billion into our country up until December last year. That is double the investment value from just three years previously. A key country in the BRICS emerging national economies, our firm is in an enviable position to find opportunities in Russia that can still generate excellent returns.

Indeed, with the stock market in the country sliding in recent weeks, our expertise in Russian business and economy can help highlight areas for significant and short-term gains, as well as longer term projects.

Many of our existing clients are already taking advantage of our skills to this end, attracted by what many perceive as an ‘irresistible’ buyers’ market.

A number of investors we are working with are even more bombastic in their enthusiasm. Russian bonds are still said by many to represent a ‘great’ opportunity. Indicative of this is the upcoming debt issuance by Alfa-Bank. Our sources suggest a postsummer break confirmation is likely for example.

40 Acquisition International August 2014

With the help of our expertise some of the biggest Russian companies are also managing to be opportunistic with our help. In November last year we were tasked with the responsibility of Gazprom’s acquisition of Prof Media, in recognition of our work with other large investors from home and abroad, for example.

Manoeuvring in Russia is still complex, challenging and needs dedicated expertise and application of knowledge. From ensuring transactions are approved by the Federal Antimonopoly Service of Russia (FAS Russia) and meets with all other consents, to helping our clients stay compliant and up to date with the latest regulations, we are a partner that can be trusted, relied upon and partnered to profitability.

Other BRICS countries are investing heavily in Russia too and using our tacit knowledge of this information stream we are helping clients recognise the less obvious, or ‘hidden’ and profitable deals that can still be found with the right guidance and support. n

The Austrian property group Immofinanz is also considering a further sizable investment into our

Abhijit Joshi, Senior Partner and CEO of AZB & Partners, is one of India’s leading Corporate/M&A lawyers, having advised various Indian and multinational companies in relation to mergers, acquisitions and corporate restructurings in noteworthy transactions, cross border investments (inbound & outbound) over the last 20 years. Mr. Joshi is a Solicitor of India and England. He occupies positions in the legal practice division of the International Bar Association and Indian Merchant Chamber.

Firm: AZB & Partners Name: Abhijit Joshi - Sr. Partner & CEO Email: abhijit.joshi@ azbpartners.com Web: www.azbpartners.com Address: Express Towers, 23rd Floor, Nariman Point, Mumbai 400 021 Tel: + 91 22 6639 6880

country. The biggest market for the firm, it has benefited from the changing landscape in Russia for a number of years and said it will look for other suitable investment in and around Moscow on announcement of its latest financials.

Mr. Joshi has advised various multinational companies and has been involved in many cutting edge transactions throughout the economic evolutionary phase of India. A recent transaction, being the merger between Tech Mahindra and Mahindra Satyam in which the Firm, led by Mr. Joshi was cleared by the courts without a single judgment against it, although the deal was challenged on multiple occasions, which led it to be regarded as a “thumping victory on all counts”. This deal was awarded the Financial Times Innovation Award Corporate (Asia Pacific).

Mr. Joshi has won various accolades, including recently being named “WHO’S WHO of Professionals for Outstanding Business Professional in India” and “M & A Lawyer of the Year in India for 2013 by Finance Monthly” and has been named Leading Lawyer for Mergers & Acquisitions 2014 & 2013 and Prominent Lawyer in the Franchise Sector 2013 by International Who’s Who Legal. Chambers

Asia Pacific 2014 has stated that Abhijit has “... exceedingly fast and quick mind,” and that they have found him “extremely accessible.” RSG India Report, 2013, has stated that, “Joshi’s ‘in-depth knowledge’ and understanding of clients’ needs were highlighted.”

AZB & Partners is a leading full-service law firm in India.

The Firm prides itself in providing a high depth of legal expertise along with impeccable standards of client service. The Firm’s domestic and international clients range from privately owned to publicly listed companies, including Fortune 500 entities, multinationals, investment banks and private equity firms.

The Firm has advised on some of the largest and most complex inbound M&A transactions and some of India’s largest outbound investments such as Tata’s acquisition of Corus and Jaguar, and Bharti’s acquisition of Zain, and the Cairn Vedanta Transaction. The Firm has experience in advising on the creation, operation and termination of joint ventures and strategic alliances in India as well as complex mergers, de-mergers, takeovers and other forms of corporate restructuring. The Firm’s practice is structured to offer an appropriate combination of legal and transactional expertise and broader market sector knowledge in a timely and effective manner with a focus on good governance. n

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Ones to Watch

Danubia is a leading IP law firm providing services in Hungary and Europe covering patents, trademarks and designs in all fields of technology concerning protecting, enforcing and defending intellectual property rights as well as offering pre-trial counseling services.

Danubia has been voted as tier 1 firm for Hungary each year since 1997 according to the annual world IP Surveys sponsored by the magazine Managing Intellectual Property

Firm: Danubia Name: Michael Lantos Email: lantos@danubia.hu Web: www.danubia.hu Address: 1051 Budapest, Bajcsy-Zsilinszky út 16.

Tel: +36 (06 1) 411-8700 Fax: +36 (06 1) 266-5770

The professional experience accumulated during Danubia’s 65 years long existence provides the basis of the high quality and reliable services. Based on said experience and professional skill, all clients are welcome and invited to try Danubia’s European Services for obtaining European Patents, Community Trademarks and Designs.

All clients are welcome to utilize these services whenever they have any IP-related issue in Hungary where Danubia is also one of the most renowned and successful litigator firms in all fields of IP. The professional staff consists of over 16 registered European Patent, Trademark and Design Attorneys, 3 trainees and 3 IP engineers whose education covers all fields of technology, and 12 specialized IP lawyers working at our co-operating law firm Sar & Partners, who provide additional skills concerning IP litigation.

The business environment, where we are active include patents and trademark in Europe, and

Babette Marzheuser-Wood, Head of Franchise Practice, Dentons.

Babette is rated as one of the world’s top franchise lawyers. She heads the European Franchise practice at Dentons. Her move to Dentons has put Dentons firmly on the map as the new leader in global franchise law. In the 11 months since Babette joined Dentons, the firm has been advising on franchise transactions in 32 different countries.

Firm: Dentons UKMEA LLP Name: Babette Marzheuser-Wood, Partner Email: babette.mwood@ dentons.com Web: www.dentons.com Address: One Fleet Place, London, EC4M 7WS Tel: + 44 20 7246 7053

Franchising: the route to global expansion?

Franchising is a proven route to successful international expansion. Franchising has long been the preferred route to the global market place for major US brands. But franchising is not the preserve of mega-brands. New sectors are constantly emerging, such as healthcare and education.

Franchising is a versatile strategic business tool that provides fast, low-risk access to the global market place for a large variety of businesses.

Benefits for Franchisor and Franchisee Franchising works because it offers real benefits, not only to the brand owner but also to its franchisees.

It offers a number of clear advantages to companies looking at global markets. For the franchisor, it removes the need to invest capital and other substantial resources in the venture. It uses the local know-how and connections of the franchisee to secure good sites. A franchise strategy will see the local partner make the bulk of the investment whilst benefiting from the know-how, good name and quality assurance program of the company acting as franchisor. Franchising enables companies to

needless to state that the need for quality European patents and community trademarks is growing, and Danubia provides these services in combination with reasonable costs. The business environment for IP protection and enforcement in Hungary where Danubia is most active is improving, there are many IP enforcement lawsuits both in the patent and trademark areas, and owing to the fact that Hungary is among the few countries where there is a central specific IP senate in the single competent court, the decisions are clear, mostly well-founded and the prosecution periods are not too long. The court often issues preliminary injunction to the satisfaction of the owners of rights.

The recent years have brought about a shift in the IP work, namely the number of national patent filing has decreased, the number of EP patents validated in Hungary has consolidated, and in our activities the protection of foreign clients before the EPO has increased, so has the number of foreign filings for domestic applicants, and the enforcement activities have increased and we receive more and more work related to pre-litigation advices. In the field of trademarks we do equally domestic and CTM filings, there are many local trademark oppositions and the fight against counterfeiters is also increasing.

Our clients are very selective to receive short, clear and professional responses to their questions and appreciate the pro-active nature of our work in which satisfactory strategies are suggested that mostly bring about acceptable solutions. The good command of English and the knowledge of international trends in IP are also components why clients choose our services. n

access the required capital and grow the business internationally without significant expenditure or external funding. Franchising also allows companies to attract high quality local investors. These investors are highly sophisticated and have a great incentive to make the project a success in their local market.

They also have a strong understanding of the local market. So franchising not only enables a business to grow internationally by taking advantage of the capital and resources of local investors, but it also enables the local investor to have access to the blueprint of a strong proven concept with a known reputation.

Few local investors have the resources and time to research their own specialist know-how to put together an innovative and successful new concept for the local market that would generate attractive levels of income without the trial and error that goes into building a successful new business.

Expert advice However, in order to take advantage of the potential that franchising offers, the approach needs to be planned carefully. It is important to take good legal advice and conduct due diligence on potential franchisees. Your trade marks need to be adequately protected and the fee structure planned to optimise tax.

A franchise which has been well planned, structured and executed can have a substantial positive impact on a business but one that has been done as a response to an opportunistic approach from a foreign developer can be catastrophic. The reality is that on those relatively rare occasions where international franchises fail, this is usually due to lack of expert advice and planning. n

Acquisition International August 2014 41

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Ones to Watch

Engling, Stritter & Partners was established in 1958 and is an eminent Namibian legal practice which has handled high profile projects on behalf of the Namibian Government, Namibian privately owned companies as well as international agencies and companies.

The firm enjoys a high profile in the Namibian legal and business community being primarily a commercial and corporate legal practice, representing a substantial number of sizable Namibian and international companies both listed and unlisted.

Axel Stritter, Partner at Engling, Stritter & Partners, told us more.

Company: Engling, Stritter & Partners Name: Axel Stritter Email: axel.stritter@ englinglaw.com.na Tel: +264 61 38 3300 Web: www.englinglaw.com.na Address: P O Box 43, 12 Love Street, Windhoek, Namibia

Since gaining independence in 1990, Namibia has enjoyed political and economic stability. The country’s business environment, says Axel Stritter, Partner at Engling, Stritter & Partners, has been strengthened by the development of strong institutions, a liberal foreign investment framework, and an independent judiciary.

“Investment opportunities in respect of infrastructure have seen an increase, especially in power generation,” Stritter says. “The mining industry also continues to provide opportunities for investors.”

But there are also challenges for the region’s economy, Stritter says. “The ease of doing business in Namibia can be improved. The effectiveness by regulators dealing with the giving of authorisations especially in respect of timing can be improved on. A lack of skilled labour continues to present a challenge to Namibia’s growth objectives.”

Max Mailliet is the owner of Etude Max Mailliet, Avocat à la Cour, LL.M. (LSE).

Etude Max Mailliet was founded in 2008 with the aim of combining a rigorous internal structure with high-quality legal advice and a one-to-one approach, promoting the closeness to its clients and the best response to their needs.

Owner and founder, Max Mailliet, tells us more about the firm and what he believes clients are looking for when they employ Etude Max Mailliet.

“Our clients are investors (be it individuals such as HNWI’s or institutional investors (banks, funds etc).

Company: Etude Max Mailliet Name: Max Mailliet Email: max.mailliet@e2m.lu Web: www.e2m.lu Address: 52, rue Raymond Poincaré L-2342 Luxembourg Tel: +352 26 97 66 81-1

“Clients should be looking for the qualifications and the reputation of the lawyer which will effectively work on their case. In litigation matters, the client-attorney trust relationship is extremely important, especially given the fact that litigation matters often drag on for years and the client needs to know who is assisting him. Similarly, the lawyer needs to know his client as good as possible, in order to provide him with a solution or a strategy that fits the client’s needs and requests. There is no need to drag a client into endlessly long judicial proceedings if you know from the start that the client needs to be able to move on and that a quick settlement is better adapted for him.”

Max continues to explain the key challenges for the region’s economy and how the firm is meeting these issues head on.

42 Acquisition International August 2014

Asked about industry trends, Stritter says it is the Namibian government’s intention to “outsource” the functions of the company office in an effort to improve service delivery and ensure the effective administration of business and intellectual property rights (IPRs) registration, and to establish what is called the Business and Intellectual Property Authority (BIPA).

“Concerning the enforcement of contracts, new rules of the High Court of Namibia have been introduced with effect from 16 April 2014,” Stritter continues. “These now provide for mediation which in some cases has already resulted in matters becoming settled. The new rules provide for a more active role of the Court, the effect of which is that more time is spent during the stage pre close of pleadings, but may result in matters being placed on the court roll for hearing earlier than in the past and settlements becoming more frequent.”

Engling, Stritter & Partners has gained a wealth of experience in various areas of law handling high profile matters. The firm provides clients with local capability coupled with experience and expertise.

The firm is focused on the achievement of the objects of its instructions based not only on the firms expertise on local laws and regulations but also attending to practical issues in achieving the results to the client’s satisfaction.

When searching for a law firm, clients should seek expertise and knowledge of the local laws and environment as well as related practical aspects, Stritter says. “Clients would need to look for a firm that is able to provide advice based on a thorough knowledge of the local law and experience on how to achieve final results which match client’s expectations.” n

“Our challenge is to show that our financial centre is clean (which it is, having an extremely strict AML regime and a very watchful prosecutor’s office with regard to compliance), and that, to the contrary of public thought, it is not a refuge for tax fraudsters, or fraudsters in general.

“There is, especially since 2008, more litigation in the financial sector. Where, before, matters were often settled because of the reputational risks involved in litigation, this has changed a lot with the 2008 crisis and the Madoff fraud, where it has now become very common for banks and/or investment funds to start suing each other.”

Max has a clear idea of how to ensure Etude Max Mailliet differentiates itself form the competition.

“My firm stands out by its small size, which is deliberate. My goal is to be involved in each case handled by my firm, so that my clients know that they are talking to the main partner and that their case is not handled by a fresh-out-of university lawyer. I want each and every client to know that I am personally involved in his case, in every strategic decision that is taken and in every brief that is filed or letter that goes out.” n

SECTOR SPOTLIGHT www.acquisition-intl.com

Ones to Watch

Over the last ten years, since becoming a full member state of the European Union, Malta has achieved a lot in placing itself on a par with other mainstream fund jurisdictions as a domicile of choice for all forms of investment vehicles and fund management firms.

Company: GANADO Advocates Name: Dr Andre Zerafa Email: azerafa@ ganadoadvocates.com Web: www.ganadoadvocates.com Address: 171, Old Bakery Street, Valletta VLT1455, Malta Tel: (+356) 21 23 54 06 Fax: (+356) 21 23 23 72

A cutting edge legislative and regulatory framework coupled with a robust and business friendly regulator (the MFSA) and competitive costs for setting up have proven to be Malta’s feathers in the cap. Over 600 funds are domiciled in Malta as well as over thirty fund administration companies and around forty fund management firms. Total assets under management through Malta based vehicles or operations are in the region of €75bn. The Mediterranean island state is now also known for its fund solutions as much as being a high end tourist destination and a favourite retirement home for financial services executives.

The Alternative Investment Fund Managers Directive has enhanced Malta’s offering in the alternative investment fund space where EU and non-EU based management firms have found a home for their private equity and real estate fund offerings as well as for the traditional hedge funds which were the first to discover Malta as a fund domicile in 2006. Malta’s legal framework is a hybrid system with its financial services and company laws – issued in both the Maltese and the English language with the English version prevailing in most cases – drawing their inspiration from the more pragmatic Anglo-Saxon systems whereas its contract and civil law system is based on Roman law and, more recently, Italian and French civil law.

Obianuju Otudor is a highly-rated lawyer at Jackson, Etti & Edu, one of Nigeria’s leading law firms.

Company: Jackson, Etti & Edu Email: ujumojike@ jacksonettiandedu.com Web: www.jacksonettiandedu.com Tel: +234 01 462 6841 Address: RCO Court, 3-5 Sinari Daranijo Street, Off Ajose Adeogun Street, Victoria Island Annex, Lagos, Nigeria

Jackson, Etti & Edu, one of Nigeria’s leading law firms, has been rendering legal service and advice for over a decade to a broad spectrum of local and international clients on diverse corporate and commercial matters.

Malta is now seeing increasing interest in two main areas: (i) from family offices and ultra high net worth individuals wishing to package their wealth in fund vehicles; and (ii) fund custodians and depositaries which are seeing an opportunity in the jurisdiction to base some of their operations here on the back of the country’s growing fund community. Private funds are typically set up as so-called professional investor funds (PIFs) which could also qualify as alternative investment funds or AIFs in AIFMD parlance. PIFs provide certain flexibilities to the fund promoter since they are permitted to appoint service providers – such as the depositary, the administrator and the fund manager – which can be based outside Malta so long as they are regulated by a recognised jurisdiction in their main domicile.

GANADO Advocates has been at the forefront of this industry in Malta. Its Investment Services and Funds Group advises most of the Malta based operators and assists clients in finding solutions in an ever changing and challenging regulatory and market environment.

The group is made up of eight dedicated lawyers and regulatory experts supported by a strong corporate governance team which handles clients’ ongoing corporate operations. n

team player with sound understanding of legal issues arising in her area of practice.

She was educated at the Nigerian Law School and the University of Lagos. Her practice areas include: intellectual property litigation; management of trademarks opposition portfolios; anti-counterfeiting/ brand enforcement and protection; and trademark watch service. She is a member of the Nigerian Bar Association. n

The firm is a product of the integration of two highly reputable law firms, Norma Jackson-Steele & Co. and Etti, Edu & Co. It started as a mediumsized law firm and has emerged as one of the leading firms in the country today, with a total staff strength of 100, including 40 lawyers and three consultants, one of whom assists the firm with government-related issues.

“

The integration of the two firms has produced a unique and formidable firm that has successfully blended years of experience with a dynamic and innovative approach in the provision of qualitative legal services in the handling of substantial and complex corporate and commercial transactions.

”

The integration of the two firms has produced a unique and formidable firm

Jackson, Etti & Edu has four strategically located, full-fledged and functional offices. One is in Victoria Island (the corporate and financial centre), and the others in Ikeja, Abuja and Ghana.

Obianuju Otudor, an associate at the firm, is a committed lawyer. She is widely regarded as a good

Acquisition International August 2014 43

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Ones to Watch

The international business community is increasingly using mediation as a means to resolve cross-border or domestic disputes.

Mediation is an Alternative Dispute Resolution (“ADR”) process, whereby a professional mediator assists the parties to negotiate a settlement that will satisfy their basic needs, as an alternative to litigation and arbitration. The amicable settlement agreed between the parties, while not always satisfactory to either side is the best of all worlds and a win-win for all sides.

Company: First Mediation Services Michalis Avraam & Partners Ltd Name: Michalis Avraam Email: info@amicha.com Web: www.firstmediation.net www.amicha.com Address: 8 Digenis Akritas Avenue, 4th Floor, Office 403, 1045 Nicosia, Cyprus Tel: + 357 346080

Company: O. Kayode & Co Name: Lara Kayode E-mail: ip@okayode.com Web: www.okayode.com Address: Sterling Bank Building, 3rd floor, 198 Igbosere Road, Lagos Island, Nigeria Tel: +234 1216 7703

“

Nigeria has been enjoying significant international investment in recent years, with the USA in particular increasing its trade volume with us significantly.

”

44 Acquisition International August 2014

Cyprus has enacted legislation (The Certain Aspects of Mediation in Civil Matters Law 159(I)/2012) transposing European Directive 2008/52/EC (on certain aspects of mediation in civil and commercial matters) into national law. In addition to governing the mediation profession, this legislation provides that a Cyprus court may advise parties that appear before the court as to the use of mediation and the possibility of settling their dispute at any stage of the process and prior to the delivery of its judgement. If parties agree to this proposal, the court may stay its proceedings allowing mediation to take place.

His training included courses in developing peace building conflict intervention skills, advance humanistic transformative mediation, conflict management, divorce and family mediation and practical mediation experience.

International and local businesses as well as individuals can use our mediation services by referring disputes that are difficult to resolve and/ or are stuck in a lengthy legal process and in their opinion a quick resolution and out of court settlement of the dispute will be in the interest of all parties concerned.

Mediation services offered by our office may assist clients to resolve a variety of disputes: • • • • • •

Business and contractual disputes Employment and other labour disputes Real Estate related disputes Personal injury and other insurance related claims Marriage and Divorce related disputes Community, Cultural and Political disputes

Michalis Avraam (managing director of First Mediation Services, Michalis Avraam & Partners Ltd) is a trained mediator, a Board member of the Cyprus Mediation Association, an approved mediator by the Cyprus Ministry of Justice and Public Order and a member of the Association for Conflict Resolution (U.S.A).

Further to our dispute resolution services we also provide services in relation to the design of an organisation wide Conflict Management System that aims at reducing/preventing conflict and its costly effects within an organisation and enhancing corporate performance. n

Lara Kayode, from intellectual property lawyers O. Kayode & Co, Lagos Island, Nigeria, tells us how she is excited about the landscape for investment and business in her country and how her company is helping firms unlock the potential her rapidly developing country has to offer.

Nigeria has been enjoying significant international investment in recent years, with the USA in particular increasing its trade volume with us significantly. Just last week, our President Goodluck Jonathon was honoured in Washington DC by the United States Chambers of Commerce and the Corporate Council on Africa.

As experts in intellectual property (IP) and Africa, our firm is perfectly placed to help your firm take advantage of the growing opportunities here in the Nigerian market. We are fluent in the demands of western businesses, culturally aware and with a professional, knowledgeable and experienced team.

From advising on new patents and trademarks, to defending existing ones, we are capable at every level and facet.

That reception was, in part, to celebrate the annual trade volume between the two countries increasing to $36 billion – a new record. However, President Jonathan believes this is only the start, advocating greater cooperation between our two great countries.

Taking the opportunity at the reception to thank President Obama and his staff for all of their efforts, Mr Jonathon went on to explain how he is adamant Nigeria will enter the top twenty economies of the world by 2020. We are presently the 26th largest economy and the largest in Africa.

Addressing the reception, he said his target can be achieved with even greater levels of US direct investment. Though the US has helped us transform our economy, increasing levels of foreign direct investment from other countries is also being seen, which our firm is helping underpin.

As Nigeria’s premier IP lawyers and with international and national clients operating in all industries, our firm has experience in Nigeria and throughout Sub-Saharan Africa. With such a strong and broad network, we have helped and are helping hundreds of clients protect their creativity and innovation.

Always able to appreciate the urgency of the situation, we will integrate our service perfectly with your needs.

Providing a one-stop-shop, we offer unrivalled cost effectiveness too, ensuring that your intellectual nous is firmly protected at a reasonable cost level. We do not just provide you with a service allowing you to get the best from your African investment, we guarantee it, helping you, we and Africa grow stronger and more effective together. n

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Ones to Watch

Joseph Saveri founded the Joseph Saveri Law Firm in 2012, in San Fransisco. Prior to that time, he served as a partner for 20 years at the law firm of Lieff, Cabraser, Heimann & Bernstein, where he founded and built the Antitrust and Intellectual Property practice group and also served as the firm’s Managing Partner. Prior to that time, he was an associate attorney at McCutchen, Doyle, Brown & Enersen. He is a graduate of the University of California at Berkeley and the University of Virginia Law School.

Joseph Saveri Law Firm, Inc. Joseph Saveri jsaveri@saverilawfirm.com www.saverilawfirm.com 505 Montgomery Street Suite 625 San Francisco, CA 94111 USA +1 415 500 6800

His practice focuses on antitrust and other complex civil and class action litigation. His cases have involved a wide range of industries including financial services, computers, consumer electronics, manufacturing, agricultural products, and pharmaceuticals.

Saveri has emerged as a national leader in the field.

Joe has served as lead counsel and trial counsel in federal and state courts throughout the United States. Recent cases include the Titanium Dioxide Antitrust Litigation, the Cipro reverse payment drug pricing litigation and the High Tech Employee Antitrust Litigation, in which he and his firm have served as lead counsel.

The key challenge for the region’s economy is to sustain the rapid economic growth, Saveri says.

“These challenges will be met by continued expansion of the technology sector, in particular the formation of start-ups and funding of them.”

San Francisco is a centre of private antitrust enforcement and intellectual property litigation. Joseph Saveri Law Firm is particularly well-suited to handle these cases based on its established track record of success, particularly in high profile and groundbreaking litigation.

The firm does the highest quality legal work in antitrust and complex cases. “We have achieved numerous successes in high profile cases, which other firms determined were too risky and unlikely to succeed,” says Saveri. “We are willing to partner with clients and work collaboratively with them to achieve their goals. There is no firm that can point to the kind of success we have in the short time we have been in existence.” n

The current business environment in San Francisco, says Saveri, is one of rapid growth. “This is due to the presence of numerous successful technology companies, including many start-ups. It is also a centre of private antitrust enforcement given the activity of the Antitrust Division of the Department of Justice in San Francisco in international cartel cases.”

Seyfarth Shaw has more than 800 lawyers across 14 offices in the United States, Europe and the Asia Pacific. It has one of the largest and finest Labour and Employment law practices in the world. The firm acts for more than 3/5 of US fortune 500 companies. Half of its largest clients are global fortune 100 companies. Seyfarth Shaw’s specialist team of international employment lawyers has changed the way that many of the world’s largest companies manage the legal issues that arise in relation to their global workforces. It is the is the largest practice of its kind. All of the partners in the firm’s international practice have extensive experience acting for some of the biggest companies in the world on complex multi-jurisdictional employment law matters across a wide range of industries. It is supported by Seyfarth’s multi award winning technology and innovation arm, putting the Seyfarth offering at the extreme cutting edge of global employment law services delivery.

Acquisition International spoke to Pete Talibart, Managing Partner of the London office of the firm, to find out more about the firm and its work.

Company: Seyfarth Shaw (UK) LLP Name: Peter L. Talibart Email: ptalibart@seyfarth.com Tel: +44 0207 763 2550 Web: www.seyfarth.com Address: Citypoint, 1 Ropemaker St, London, EC2Y 9AW

Many corporates today are focusing on good citizenship in their international operations, Talibart says. “Human capital issues are now key to the reputation, and value of an enterprise. Issues like bribery, sweatshop labour, protection of information, uniform policies, temporary labour, modern slavery, supply chain integrity and compliance with international labour standards are becoming much more important as companies expand their global footprint whilst activist shareholders and institutions increasingly apply ethical criteria to investment and are prepared to vote with their feet. The very public financial and reputational damage that can result from an ethical event can be significant. Companies trying to act responsibly in the face of these forces face a hard road, especially when they apply rule of law based solutions to problems in countries where the law is of dubious enforceability and the courts are biased, or worse . Divergent legal architecture can create binding contractual obligations from documents and policies that are non-binding by original design, creating unforeseen legal issues.

Movement of talent and increased electronic communication make it much less feasible to separate purely domestic from international employment law issues. Multinationals are facing more challenges than ever before in managing people issues” Talibart, who is widely recognised as one of the world’s preeminent international employment lawyers, advises many of the world’s largest companies in respect of matters ranging from day-to-day complex cross-border employment matters to large and complex

multi-jurisdictional employment law projects and restructures. He has advised a sovereign country on the redesign of its labour law system.

Talibart has successfully led multi-jurisdictional strategic, compliance and transactional employment related projects in up to 120 jurisdictions at a time. He has a particular focus on international restructures and corporate ethics matters.

He has recently been a lead partner advising on one of the largest international restructures in the world. He is advising the international charity STOP THE TRAFFIK on international human rights issues related to human trafficking.

Seyfarth’s specialist cross-border employment law focus has been recognised by its clients as unique and as offering significant added value in helping its clients to manage their global businesses.

The London office of the firm is an extension of the International practice of the firm and, unusually, mostly collaborates with UK and E uropean firms rather than competing with them. Talibart says ”Our practice is highly focussed. It will stay that way. Nobody really does what we do in the way that we do it. This gives us lots of opportunity to work with great UK and US law firms, to the common benefit of their and our clients. I have really enjoyed this aspect of working at Seyfarth. There may be a better platform for an international employment lawyer, but I do not know where that could be.”

There are a number of factors that have contributed to the dynamic growth of the International Employment law practice at Seyfarth, says Talibart. First, he says, “Seyfarth, being a technology innovator in legal services, actually has tools to measure client feedback and value. Few firms even think about that. We therefore automatically focus on how to get the client where it wants to go, in the most efficient way because we will be asking them later if we did that and trying to measure it.” “ Second, we have a relentless focus on solving the client’s problem in a practical and commercial way, coupled with the closest team that I have ever worked with. My partners are also my good friends and we really fight for each other. Any success I have is also a reflection of my great partners.”

“Third, we draw from a very deep well of experience from people who have assisted multiple clients on international employment law issues for many years. We usually know the answer to a client’s question right away because of our collective experience. This knowledge pool is a great internal resource and I am certain there is not another one like it in the market.” n

Acquisition International August 2014 45

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Ones to Watch

Darren G. Gardner is a Partner at law firm Seyfarth Shaw LLP, based in San Francisco.

Seyfarth Shaw has more than 800 lawyers across 14 offices in the United States, Europe and the Asia Pacific. Its clients span the globe and include some of the world’s leading multinational companies.

Seyfarth represent clients in nearly every sector of the global economy in the international employment practice area.

Company: Seyfarth Shaw LLP Name: Darren G. Gardner Email: dgardner@seyfarth.com Web: www.seyfarth.com Address: 560 Mission Street, 31st Floor, San Francisco, CA 94105 Tel: +1(415) 544-1018

Darren Gardner is the Chair of the firm’s International Department and is recognized globally as a pioneer in the International Employment Law practice area.

Darren is the trusted advisor to many of the world’s largest companies in respect of matters ranging from day-to-day complex cross-border employment matters on a single country basis, to large and complex multi-jurisdictional employment law projects.

Darren has successfully led more than 300 multijurisdictional strategic, compliance and transactional employment related projects, covering more than 170 different countries, including projects covering more than 150 countries at one time.

Darren tells us about the firm’s international employment law expertise and how Seyfarth has assisted its clients’ global businesses.

“Unlike other firms, our international employment practice is not composed of local lawyers who try to do international work as a side-line to their domestic practice,” he explains. “Nor is our international practice simply a post box for compiling advice from

Marc D Latman is a partner in the New York office of Smith, Gambrell & Russell, LLP (SGR) where he advises on aviation related matters.

Smith, Gambrell & Russell, LLP (SGR) is a full service, international law firm with nearly 200 attorneys that advises global, national and regional businesses on a wide range of legal matters. One of SGR’s preeminent practices is the Air Transport Industry Group that has worked with commercial, business and general aviation clients since the 1920s.

Company: Smith, Gambrell & Russell, LLP Name: Marc D. Latman Email: mlatman@sgrlaw.com Web: www.sgrlaw.com Address: 1301 Avenue of the Americas, New York, NY 10019 Tel: +1 212.907.9787

Marc D. Latman is a partner in SGR’s Air Transport Industry Group, and has practiced exclusively in aviation for over 15 years. He focuses his practice on domestic and cross-border aircraft, engine and helicopter financing, leasing, acquisition and disposition for airlines, operating leasing companies and aviation financiers. In recent years, a large portion of his practice has focused on the disposition of aircraft and aircraft engines near the end of their useful life, including negotiating teardown agreements and part-out consignment arrangements.

His clients include well-known privately-held and publicly-traded leasing companies, domestic and international airlines and manufacturer captive financing companies. Mr. Latman is currently the Chair of the American Bar Association’s Aircraft Financing Subcommittee.

Mr. Latman explains how SGR’s Air Transport Industry Group differentiates from the competition:

46 Acquisition International August 2014

foreign lawyers and then passing it on to clients for a fee. Seyfarth’s specialist cross-border employment law focus has been recognized by our clients as a differentiator from our competitors, and our approach is seen as offering significant value in helping them implement international strategic initiatives and operate their global businesses.”

Seyfarth stands out from the crowd due to its highly regarded specialist team of international employment lawyers, which is the largest of its type globally. Seyfarth’s practice is acknowledged as one of the world’s leading practices in the area. All of the partners in Seyfarth’s international employment practice have deep experience acting for large multinational companies operating around the world across a wide range of industries.

Darren describes some of the keys to Seyfarth’s international employment law team’s success: “There are several features of our international employment law practice that help bring about a successful result for our clients: (1) a relentless focus on providing high quality advice; (2) solving our clients’ complex problems in a practical and commercial way; (3) a deep cross-border experience across a wide range of industries; (4) a strong team-based approach for seamless service delivery; and (5) dedication to responsiveness and availability to make sure the client always gets what they need when they need it.” n

“We stand out in the aviation legal field because of the breadth and depth of top-tier aviation legal advice we provide clients,” he states. “We are not just an aircraft financing practice or an aviation litigation practice. We are a full-service aviation practice, able to represent clients in the acquisition, divestiture, financing, leasing, conversion, repair, storage, disassembling, and maintenance of aircraft, helicopters, engines and components, capital markets financings (both aircraft and corporate financing), IPOs and other equity securities matters, aviation M&A transactions and alternative partnering arrangements, corporate and financial restructurings, aviation-related litigation and disputes and employment issues.”

“The lawyers that work on aircraft matters are experienced aviation and equipment transaction lawyers practicing in this space on a full-time basis.

Due to the stability of our aviation team, our clients have familiarity and confidence in the SGR lawyers staffed on their transactions and cases.”

He continues on to tell us what the main factors to consider are when working with clients to bring about a successful result: “A successful client relationship revolves around listening to and understanding a client’s needs and meeting expectations. We want our clients to believe they received value from our representation because we are seeking a close, deep and stable long-term relationship with them.” n

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Ones to Watch

Sarah Berkeley is a Consultant at Simmons & Simmons in Hong Kong, where she advises on all aspects of the employment relationship.

Sarah Berkeley, who joined Simmons & Simmons in 2001 and is qualified in England and Wales (2003) and Hong Kong (2013), is based in Hong Kong and has extensive experience of advising financial institutions and major corporations on employment law issues.

During her employment with Simmons & Simmons, Sarah has undertaken a number of client secondments, including periods spent working for the Employment Legal teams at two major financial institutions.

Company: Simmons & Simmons Name: Sarah Berkeley Email: sarah.berkeley@ simmons-simmons.com Web: www.simmons-simmons.com Address: 13th Floor One Pacific Place, 88 Queensway, Hong Kong Tel: +852 2868 1131

She advises on all aspects of the employment relationship, including drafting employment contracts and staff handbooks, bonus and remuneration arrangements, negotiated terminations, the employment aspects of internal and regulatory investigations, employment data privacy, strategic issues associated with reorganisations and restructuring, discrimination and harassment, and employment disputes.

Simmons & Simmons is a leading international legal practice with over 1,500 staff worldwide, including 235 partners and a total legal staff of over 900. The firm’s current client base includes a significant number of the current FTSE 100 and Fortune Global 500 companies, and the firm advises the top 10 investment banks, many of the world’s largest financial conglomerates and more than half of the top 50 European hedge fund managers.

Simmons & Simmons provides services from 22 locations based in Europe, the Middle East and Asia.

Laura Hatfield is Head of Litigation and Corporate Insolvency and Recovery at Solomon Harris.

Solomon Harris is a Cayman-based full service commercial law firm specialising in international offshore work. Standing among the leading law firms in the Cayman Islands and recognised as having outstanding expertise, Solomon Harris’ mission is to provide responsive and innovative Cayman legal services tailored for clients.

Head of Litigation and Corporate Insolvency at Solomon Harris, Laura Hatfield, tells us more about the current business environment in the Cayman Islands.

Company: Solomon Harris Name: Laura Hatfield Email: lhatfield@ solomonharris.com Web: www.solomonharris.com Tel: 345 949 0488

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The firm operates collegiately making up the right team for the job across traditional expertise boundaries

”

“All sectors of the Cayman Islands economy are experiencing positive growth,” she enthuses. “The Cayman Islands was recognized in a 2013 survey as an attractive location for investment by fDi Magazine, a division of The Financial Times. The Cayman Islands has established, and works to maintain, a competitive edge including a stable economic and political climate, absence of exchange controls, modern infrastructure, state of the art communication systems and sound legal framework. A major factor is the absence of any direct taxation. The government does not impose personal or corporation income taxes and there are no taxes on profits and gains from investments. There are no property taxes or controls on foreign ownership of property either.”

Laura continues to explain the sectors which have experienced the most activity recently.

The Simmons & Simmons China Employment Group is one of the most longstanding employment law practices in the region. It has been ranked in Band 1 by Legal 500 Asia Pacific for Hong Kong since the inception of the Legal 500 Asia Pacific rankings and in Band 1 for China since 2013.

The group provides comprehensive employment law support to a broad range of clients operating in Hong Kong and China, on both contentious and non-contentious matters.

The group is the first choice counsel for clients on their most complex and strategic employment matters, with clients regularly approaching the team for advice on sensitive matters, including business restructures, investigations into allegations of misconduct by senior management and disputes involving highly remunerated employees. The group’s innate knowledge of the ways in which its clients operate, and its ability to help them manage internal and external stakeholders allows it to add value that competitors cannot.

The China Employment Group is the first choice employment team for many clients for multi-jurisdictional work. Clients approach the team to co-ordinate with its network of international counsel both within and outside the firm on multi-jurisdictional projects, alongside providing input on Hong Kong and PRC aspects.

The past 12 months has seen a marked increase in the volume of work that the group has undertaken in relation to investigations, both regulatory driven and “pure” employment issues. There has also been a rise in the number of contentious disputes which the group has handled, including a number of Labour Tribunal claims and complaints to the Equal Opportunities Commission in Hong Kong. n

“In the financial sector Captive Insurance is experiencing considerable growth and numbers of investment funds registered in the Cayman Islands now exceed 2008 levels. In tourism the visitor numbers have significantly increased since 2013 and government intend to move forward with airport investment. The first phase of a 2000 bed medical tourism facility opened in March 2014 and the opening of a Kimpton Hotel is scheduled for 2015. Infrastructure development in the East of Grand Cayman, Airport improvement in all three Islands and marinas in Cayman Brac are all well advanced projects due to come to fruition in the next 2/3 years. Property sales have shown a 20% increase by value over 2013.”

There are, however, challenges for the Cayman Islands’ economy. “The Cayman Islands economy is closely allied to that of North America and is not well diversified,” says Laura. “This challenge is being met by a focus on attracting investment from a broad range of countries.

Private and Public sectors are encouraging the further development of medical tourism and the Cayman Enterprise Zone for knowledge based industries and setting out to attract Re-insurance and Film production.

In addition tourism product is actively being broadened through both heritage and eco products.”

Solomon Harris aims to differentiate itself from the competition by being one of the few firms in the Cayman Island whose management is based in the Islands and is uniquely nimble in response to client needs. “The firm operates collegiately making up the right team for the job across traditional expertise boundaries. Solomon Harris offers a “one stop shop” for investors, including dealing with all aspects of establishing a physical presence in the Cayman Islands,” says Laura. n

Acquisition International August 2014 47

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Ones to Watch

Thaddeus Sory is Managing Partner at Accra, Ghana-based law firm Sory @ Law.

Company: Sory @ Law Email: info@sorylawgh.com Web: www.sorylawgh.com Address: No. 4, 2nd Close, Boundary Road Extension, America House, near UBA, East Legon, Accra Tel: +233 (0) 281 06 63 64

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Recently, Thaddeus has been featured in Who’s Who Legal, an independent assessment of the world’s top law firms.

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48 Acquisition International August 2014

Chambers and Partners and was described as “a battle horse” who “knows all his procedures”.

Sory @ Law was founded in 2013 by two partners, Thaddeus Sory and Carl Adongo. For several years these partners have worked closely for Dery & Co., one of the best law firms in Ghana.

He was also highlighted in 2013 as “a fantastic litigation lawyer,” whose wide-ranging disputes capabilities include commercially significant cases, as well as constitutional disputes.

Currently, Sory @ Law has three associates who are experienced lawyers and two administrative staff. The firm’s clients are offered more specific and expert legal services in the areas of corporate law, investment, banking, insurance, property, employment, conveyancing and drafting, litigation, alternative dispute resolution, chieftaincy, etc, with results being the focus and target.

Recently, Thaddeus has been featured in Who’s Who Legal, an independent assessment of the world’s top law firms. He also wrote the Ghana chapter of the fifth edition of The International Arbitration Review which was published in July 2014.

Sory @ Law’s lawyers have considerable experience in all the areas of law outlined above, having assisted reputable corporate bodies like Takoradi International Company, Metropolitan Life Insurance, Unibank and Ghana Commercial Bank resolve varied corporate, banking and insurance matters.

Thaddeus Sory is the Managing Partner at Sory @ Law. Thaddeus has been managing partner of Dery & Co for around 10 years. During this period, he played an instrumental part in building Dery & Co into one of the most reputable law firms in the Republic of Ghana.

He is a very versatile lawyer and is a much respected litigation lawyer in the Republic of Ghana. He has conducted a number of cases with success that have demonstrated his prowess with the different branches of law. In the year 2012, he was featured by the well-known

Thaddeus has been involved in arguably the biggest commercial disputes in the Republic of Ghana. Some of these disputes were resolved through the standard court process, whilst others were resolved by Alternative Dispute Resolution procedures such as arbitration and negotiation. n

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Ones to Watch

Juan Eduardo Vanrell is Senior Partner at Vanrell Intellectual Property, based in Uruguay.

Company: VANRELL PROPIEDAD INTELECTUAL. ABOGADOS Name: JUAN VANRELL Email: juanvanrell@vanrell.com.uy Web: www.vanrell.com.uy Address: Prof. J.C. Sabat Pebet 1230/508, CP 11.300, Montevideo, Uruguay Tel: + 598 2628 6033

Vanrell Intellectual Property is a Uruguayan company specialising in the Intellectual Property area. The company – through its widely experienced professional staff – provides legal advice in the administrative, civil, commercial and criminal fields, with a multi-disciplinary approach offering a personalized, professional, creative and effective service that achieves the goals set as its core values: Vanrell Intellectual Property: “ethics and quality of service”. Vanrell’s main staff members are very active and recognized in the local and international IP communities.

Senior Partner, Juan Eduardo Vanrell, describes the current business environment is Uruguay.

“The current business environment in Uruguay is showing a maintained and continued growth due to the global economic situation of the region. The aforesaid situation has determined investment of foreign capitals.

“The main challenge for the region is the transition from being a raw material producer country to a service producer country instead.”

Recent trends in the firm’s sector of specialism have presented challenges, which Juan embellishes upon. “The main and most recent development in the field is the incorporation in the short term of an electronic notification system by the Uruguayan Trademark Office that will allow to expedite the registration procedure as well as any other procedure conducted before the Trademark Office. Such recent development represents a challenge for the traditional companies as they will have to invest in technology and train their staff for such a purpose.”

Vanrell Intellectual Property is an IP Boutique incepted in early 2013 with a young but strong and experienced team, and Juan believes that this is what helps differentiate the firm from its peers. “The combination of youth and experience is the main difference with other traditional companies in the field.” n

“Mega-mining companies, cellulose pulp producers as well as companies in the field of production, processing, preparation, sale and distribution of red meat are the ones that have shown the most relevant development in Uruguay in the past three years. The aforesaid sectors are certainly good opportunities for investors.

Richard Munden is based in Walkers’ Cayman Islands office where he is a partner in the firm’s Global Finance and Corporate Groups. He advises on a broad range of finance and corporate matters and specialises in the following areas: •

•

• Company: Walkers Name: Richard Munden, Partner Email: richard.munden@ walkersglobal.com Web: www.walkersglobal.com Address: 190 Elgin Avenue George Town Grand Cayman, KY1 9001 Tel: +1 345 814 6835

Aircraft, shipping and other asset finance acting for lenders, leasing companies, manufacturers, export credit agencies and operators Financing for hedge funds, private equity funds and venture capital funds and advising with respect to downstream acquisitions and other transactions Share acquisitions and sales, equity issues and joint venture and shareholder arrangements across a wide range of industry sectors

Prior to joining Walkers, Richard worked in a magic circle law firm in London and then as general counsel and head of fleet of a Spanish airline.

Islands and the wide-ranging review of Corporate Governance in the Investment Fund sector by the Cayman Islands Monetary Authority.

Walkers has been recognised by numerous awards in recent years, including Aviation Law Firm of the Year 2013 – Cayman Islands by Acquisition International magazine and Cayman Islands Law Firm of the Year 2012 from Who’s Who Legal. Walkers’ Cayman Islands Asset Finance team has been recognised for the past five years by Airfinance Journal, the most recent in 2013 in a variety of categories. The team was further recognised with the award of Global Transport Finance’s ‘European Aircraft Debt Deal of the Year 2013’, for the EETC (Enhanced Equipment Trust Certificate) financing of 14 aircraft for British Airways.

These awards highlight the impressive performance of Walkers’ Asset Finance team during 2013, advising on transactions for the financing of over $7.5 billion of new commercial aircraft deliveries during the calendar year. n

Leading Law Firm As one of the longest established law firms in the Cayman Islands - celebrating its fiftieth anniversary in 2014 - Walkers is a leading Cayman Islands law firm. Throughout our history, the firm has played a central role in advising on the drafting of laws and regulations that influence the financial services sector, in particular through our presence on the Private Sector Legislative Committee.

Recent examples of this have been the new Exempted Limited Partnership Law in the Cayman

Acquisition International August 2014 49

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The Insurance Industry: Supporting Economic Development in Malaysia Wheel Guard Insurance Ltd [Labuan Company No.:LL09947] is a company incorporated in Labuan, Malaysia and is a licensed Captive Insurer [License No: IS2013144] under the Labuan Financial Services & Securities Act 2010.

Company: Wheel Guard Insurance Ltd (Labuan) Name: Mr. Howe Chin Email: info@wheelguard.net Web: www.wheelguardauto.com Address: Unit Level 13F(2), Main Office Tower, Financial Park Labuan, Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia.

Tel: +6 1300 888 223

The Insurance Industry:

Supporting Economic Development in Malaysia We catch up with Mr. Howe Chin from Wheel Guard Insurance Ltd. (Labuan), to better understand how the insurance industry is performing in Malaysia and the vital role it has to play in the industrial growth of the country.

Incorporated in 2013, Wheel Guard Insurance Ltd (Labuan) provides auto warranty coverage on exclusive cars in Malaysia through its Group, protecting the cars and their owners from the high cost of auto repair.

29th largest economy in the world. The growth has continued though and in 2013 posted an economic rate of 4.7% which in turn is expected to be succeeded with a forecast growth rate of 5.4% for this year.

The growth of the Malaysian economy has been steady for a number of years and is widely considered to be among the most successful Asian economies. Historically the country was a major exporter of primary products in heavy and light industry, such as palm oil, rubber, tin and timber. Malaysia has not been a net exporter of these raw materials since about the 1970s/80s however, instead becoming somewhat of a powerhouse for manufacturing and exporting electric goods and textiles. Rubber product manufacturing has also been a successful venture.

Its natural resources are key to the growth of course but, that is not the only areas where the Malaysian population can get excited about the industrial future.

The strength of the petroleum product industry has resulted in the essential and profitable development of a fully extensive and coherent support structure. The petroleum industry-associated logistics sector is also doing well, while the country’s banking sector, which has an Islamic Banking focus, enjoys huge preference thanks to the vital support and guidance the Bank Negara Malaysia offers at every level of industry.

Also known for exporting natural gas and oil, it is in the petroleum sector where the modern strength of the country’s economic development truly lies. From the supply of petroleum products to the supply of liquefied natural gas, the industry has and continues to expand at an impressive rate. The country is helped to exploit its resources by the lay of land - the accessibility to Malay reserves are among the best in the world. The country has a largely broad continental shelf with the shallow field interspersed with a number of deep water sites totalling about 500,000 km2 ripe for prospecting.

Natural gas production in the country is around 5,900 million standard cubic feet a day, making Malaysia the world’s 14th largest producer. Oil production is hitting around 692,000 crude oil equivalent barrels per day, ranking it as the 23rd biggest producer. The country is also well inside the top ten for liquefied natural gas production.

The growth of Malaysia’s newly industrialised market economy saw it become the third largest in the ASEAN region in 2012, with only the more populated Indonesia and Thailand heading the country. It also made it the

Similarly, the insurance industry has been key to driving domestic and international successes in Malaysia. A continuing liberalisation of insurance and banking has seen the country becoming increasingly covered and aware of the importance of adequate insurance; at a personal level as well as in business.

Life insurance policy numbers are considerably up for example, though the penetration rate on average is still lagging behind neighbouring countries at just around 41%. Many of these are multiple policyholders however. This factored in, penetration rate for the country is much nearer just 20%.

In the last two financial reporting years, the contribution from the insurance industry in Malaysia has grown steadily and consistently. Following on from a previous rate of 7.85%, the general insurance industry has seen further growth of 8.2% in the number of premiums.

This gives the market a gross value of around RM15.18 billion in the last reckoning - equivalent to RM10.52 billion net last year. The growth is also being carried along by the hungry appetite for mergers and acquisitions in the insurance industry here.

The industry was also boosted by international credit rating agency Fitch Ratings advising that in its opinion, the capital strength of the insurance market as a whole is strong. Fitch went on to say that regulations will also help support a well-sustained and steady growth over the years. Expecting a higher private level of consumption, the uptake of life, health and motor insurance policies are likely to be the big hitting growth areas.

With insurance policy holders in Malaysia largely being comprised of key business leaders and decisionmakers, both Malay domiciles and foreign investors, the potential for the sector at every single level and in every single aspect is stark. It is exciting and Wheel Guard Insurance has been able to position itself well for the market demands. Though delivered in 2007, the Barclays Wealth report estimating a total of 48,000-dollar millionaires being domiciled in Malaysia, (more than China at the time), is another indicator of our client base and the number of important people here we can help.

This number is continuously rising and with the better regulation in the insurance industry, augmented by more attractive thresholds for foreign-equity ownership and an unrivalled position at the very hub of the ASEAN region, Malaysia is not stopping now. Our clients driving the challenging circuitous and often mountainous routes in this stunning country are not stopping either.

Established last year, Wheel Guard Insurance Ltd offers captive insurance coverage for the Wheel Guard Group and its associate IMS Group of companies competitive insurance coverage relating to auto warranties on all Asian and European luxury marques, supercars and hypercars to its exclusive client list. Able to cater for new, reconditioned and pre-owned models of Aston Martin, Jaguar,Lexus, Rolls-Royce, Mercedes-Benz, BMW, Ferrari, Lamborghini, Porsche et al, thus ensuring a privileged, exacting and professional ownership experience. n

Acquisition International August 2014 51

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The Power of Immigration to Boost Recovery

Company: Fakhoury Law Group Name: Rami Fakhoury Web: www. employmentimmigration.com Address: 3290 West Big Beaver Road, Suite 510, Troy, Michigan 48084, USA Tel: +1 (248) 643 4900

The Power of Immigration to Boost Economic Recovery US Citizenship and Immigration Services (USCIS) has announced that it is to send inspectors to the worksites of L-1 visa holders, similar to the current practice of sending inspectors to the worksites of H-1B visa holders. The purpose of sending USCIS site inspectors to the work locations listed on H-1B and L-1 petitions is to verify that the information in the petition filings is accurate and that the workers and employers are complying with the terms and conditions of employment. USCIS inspectors verify that the foreign national is actually working at the location and make sure the duties performed by the foreign national are consistent with what is described in the petition.

H-1B inspections Within the H-1B context, reviewing the job duties to be performed by the foreign national is important because it determines the occupation code assigned, which in turn determines the prevailing wage amount required to be paid. In addition, the complexity of the duties determines the wage level that the H-1B employer must pay. At present, USCIS site inspectors talk to the foreign national and others working at the work location regarding the duties performed by the foreign national.

In addition, inspectors may inquire whether the foreign national is responsible for supervising anyone or responsible for assigning tasks. Foreign nationals will need to be familiar with the duties described in their H-1B petition, their reporting manager and personnel that they may supervise, if any, and be prepared to discuss these items with the USCIS site inspector. If there are changes in the duties to be performed or the personnel to be supervised, the foreign national will want to alert the sponsoring employer in order to determine whether an amended H-1B petition is required to be filed.

L-1 inspections Within an L-1 context, thus far USCIS has not focused on conducting site visits to verify that the information in the L-1B or L-1A petition is accurate. However, just as with H-1B workers, foreign nationals with L-1B status should be aware of the special knowledge listed in their respective L-1B petition filing and should be using the technology, methodology or product at least half of the time with respect to the duties that they are performing.

They should be aware of the wage rate listed on the filing and should be paid that amount by the sponsoring employer. Foreign nationals sponsored for the L-1A category need to manage individuals (or a function) and perform tasks that comply with the elements that meet the definition of the term ‘managerial capacity’ or ‘executive capacity’, as indicated in the petition. Foreign

52 Acquisition International August 2014

nationals sponsored in the L-1A or L-1B categories will want to review the L-1 petitions filed on their behalf and be familiar with the information in the filings (eg, employer support letter, personnel charts, whom they report to and who reports to them), so that they can speak to the USCIS site inspector regarding their role within the company. In addition, if the duties or role of the foreign national should change during the course of his or her employment, the foreign national will want to alert the sponsoring employer so that the appropriate amended petition may be filed. Therefore, being familiar with the information contained in the petition filed on his or her behalf may assist in the inspection process, as well as helping to alert the sponsoring employer as to when an amended petition may be needed.

If there are changes in the L-1 employment, an amended petition may need to be filed, depending on whether the change in the employment rises to the level of a material Corporate Immigration - USA Author Matthew C Morse change. What constitutes a ‘material change’, which triggers the need to file an amended petition, is not always clear. A change in the work location within an L-1 context has not been regarded as a material change, requiring an amended petition to be filed, provided that the other terms and conditions of employment have been met. However, it may be advisable for employers to amend the L-1 petition when moving an L-1 worker to a new work location, because site inspectors are sent to the work location specified on the L-1 petition. If the petition is not amended to reflect the new work location, the site inspector will appear at the former work location and will be unable to locate the L-1 worker. In addition, USCIS may take the position that a change in work location is a material change and requires a re-examination of the employeremployee relationship between the foreign national and sponsoring employer, particularly if the foreign

national is placed at a third-party work location. This re-examination of the employer-employee relationship may be required in order to determine whether the sponsoring employer has the requisite supervision and control over the L-1 worker placed at the third party’s facility.

Lawmakers and government officials are sensitive to wage issues. Some proposed immigration reform legislation contains provisions that impose a prevailing wage for L- 1 workers similar to the H-1B category. As a result, if workers are moved to a new work location, the same wage rate listed on the L-1 petition should be paid.

Comment At all times, employers should have access to their H-1B and L-1 petitions filed with USCIS. Even after the site visit, USCIS inspectors often require documentation to be provided in connection with the petition filing. Site inspectors also often request updated documentation (eg, the updated service agreement or statement of work if the H-1B or L-1 worker is placed at a third-party work location). In addition, H-1B and L-1 employers should be prepared to provide to the USCIS site inspector copies of the foreign national’s pay stubs and W-2s to in order to, once again, verify the employment of the foreign national and that the required wage is being paid.

For further information on this topic please contact Matthew Morse at Fakhoury Law Group PC by telephone (+1 248 643 4900), fax (+1 248 643 4907) or email ( matt@employmentimmigration.com). The Fakhoury Law Group website can be accessed at www.employmentimmigration.com n

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The Growing Importance of Transfer Pricing

Company: Eurofast Email: info@eurofast.eu Web: www.eurofast.eu Tel: +357 22 699 222 Address: Cypress Centre 5, Chytron Ctr PO Box 24707, Nicosia 1302, Cyprus

The Growing Importance of Transfer Pricing Eurofast’s Transfer Pricing (TP) team is capable of efficiently addressing all client needs, adding value to local operations thanks to our international experience in TP regulations. We support our clients operating in multiple jurisdictions with our network of offices in Southeast Europe and Eastern Mediterranean as well as our associates worldwide.

Effective TP planning and strategy has become crucial. Our advice to companies is to work with experienced TP professionals with proven and in depth understanding of TP regulations which will guide companies to meet legal and economic requirements in their country of operation and approach transfer pricing as risk management and international tax planning tool.

Our competitive advantage stems from our ability to serve our clients promptly, efficiently and effectively.

We act on behalf of our clients and associates. We understand our client’s business structure and are able to analyse transactions in order to select the method that suits each transaction. We offer the right expert advice to mitigate tax risks, penalties and adverse tax consequences.

Our Transfer Pricing team offers practical solutions to potential effects of transfer pricing rules and regulations on various tax structures as well as support to our clients’ operations in multiple jurisdictions throughout South East Europe and Eastern Mediterranean.

Every Eurofast office consists of teams ranging from 15-60 professionals from across all the financial services fields including tax advisors, accountants and consultants. Our teams are led by experienced local professionals, who are guided by the group’s management team to ensure that our standards and philosophy are implemented and maintained throughout every office.

Eurofast is a boutique international professional services organisation employing over 220 people in South-East Europe and the eastern Mediterranean.

Our team is managed by professionals capable of addressing all client needs in all the countries of operation in the region in one single meeting, using one single language for all the countries involved. The fact that all local Eurofast companies are fully-fledged subsidiaries of Eurofast enables us to implement and maintain a uniform region-wide management policy with the same client-focused approach and partnerled personal service.

All of our offices are interconnected via state of the art technology and computer systems. Telephony and video conferencing facilities are in addition centralised; server and intranet system ensure that otherwise remote locations adhere to even the smallest detail in our client service and philosophy, thus making us local experts with global knowledge.

54 Acquisition International August 2014

Eurofast is Taxand Cyprus. Taxand provides high quality, integrated tax advice worldwide. Our tax professionals, nearly 400 tax partners and over 2,000 tax advisors in nearly 50 countries grasp both the fine points of tax and the broader strategic implications, helping you mitigate risk, manage your tax burden and drive the performance of your business. We’re passionate about tax. We collaborate and share knowledge, capitalising on our collective expertise to provide you with high quality, tailored advice that helps relieve the pressures associated with making complex tax decisions. n

“

Our competitive advantage stems from our ability to serve our clients promptly, efficiently and effectively.

”

Hanafiah Ponggawa & Partners (HPRP) is one of Indonesia’s premier law firms engaged in a transnational practice. With roots in one of Indonesia’s first post-independence law firms, the Law Offices of Mr. L. Hanafiah, established in 1953, HPRP was reconstituted in 1990 as Hanafiah Soeharto Ponggawa and reorganized at various times in the 1990s to reflect Indonesia’s changing situation before taking its present structure in 2004.

“Beside being knowledgeable and competent in their areas of practice, I have found the lawyers and staff in Hanafiah Ponggawa & Partners to be friendly and always approachable. Their service is prompt and their advice sound and precise. Legal advice is given with a good understanding of the commercial aspects of the matters referred to them.”

- S. Thillainathan, Group Legal Manager, ASL Marine Holdings Ltd.

Practice Areas Corporate and Commercial; Employment and Litigation; Financial Services; Intellectual Property; Real Property; Resources & Infrastructure

OUR OFFICE: Wisma 46 – Kota BNI, 32nd, 41st Fl. (Main Reception) Jl. Jend. Sudirman Kav. 1.Jakarta 10220 INDONESIA Tel. (62)(21) 5701837, 5746545 | Fax (62)(21) 5701835, 5746464 | Email: hplaw@hplaw.co.id

www.hprplawyers.com

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Introducing 2014’s Most Regarded Arbitrators

Introducing 2014’s Most Regarded Arbitrators Arblit – Radicati di Brozolo Sabatini is a boutique specializing in arbitration and litigation. Luca G. Radicati di Brozolo and Michele Sabatini, who created Arblit about a year ago, were respectively partner and senior associate in the arbitration practice of Bonelli Erede Pappalardo. The creation of Arblit is part of a trend towards specialized arbitration boutiques in several jurisdictions. Arblit is the only firm of its kind in Italy.

Professor Luca G. Radicati di Brozolo, Founding Partner at the firm, gave us his thoughts on the increasingly competitive arbitration industry.

Company: ARBLIT – RADICATI DI BROZOLO SABATINI Name: Professor Luca Radicati di Brozolo Email: luca.radicati@arblit.com Tel: +39 02 8425 4810 Web: www.arblit.com Address: 15 Via Alberto da Giussano, 20145 Milan, Italy

56 Acquisition International August 2014

Arbitration, explains Professor Luca G. Radicati di Brozolo, Founding partner, Arblit - Radicati di Brozolo Sabatini, is a private mechanism for the settlement of disputes that allows parties to choose the persons who decide the dispute and is largely free from the constraints, idiosyncrasies and possible local bias of proceedings before national courts. “It is particularly suited for international disputes because it is based a fairly uniform procedural rules and can be tailored to the specifics of individual cases.

“In brief, arbitration is a mechanism for the judicial settlement of disputes according to law which is based on party autonomy. It can only be activated if parties have previously agreed to it and also most of the rules governing the functioning of the process can be decided by the parties. The duration of the process depends largely on the complexity of the dispute, on the efficiency of the arbitrators and the institution as well as on the cooperation and absence

of excessive litigiousness of the parties. It can take from as little as a few months to many years. The average duration for complex high-value disputes varies from 18 months to four years, depending on the previously mentioned factors.”

Since arbitration is about judicial settlement of disputes, inevitably there will be a winning party and a losing one, says Professor Radicati di Brozolo. “A successful arbitration is therefore one which is fast, efficient and not excessively costly (having regard to the complexity of the case), respects due process and gives the parties, particularly the losing one, the impression that its arguments have been duly considered, even if they have not been upheld.”

Arbitration has become a very competitive industry in recent years, says Professor Radicati di Brozolo.

“Arblit – Radicati di Brozolo Sabatini differentiates itself by being a small nimble firm with exceptional expertise in international arbitration on which it focuses exclusively (its only other area of practice is specialised international litigation, particularly where there are synergies with international arbitration). The firm provides representation of clients in complex commercial and investor-state arbitrations, and its partners also regularly sit as arbitrators.” n

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Introducing 2014’s Most Regarded Arbitrators

Simon Cuerden is Head of Deloitte UK’s International Arbitration and Disputes practice.

Party appointed experts addressing quantum (the amount of loss allegedly suffered) are very much the norm in arbitrations. Their opinion is typically sought on complex loss and valuation issues, with significant amounts often in dispute. A feature of arbitration rules (e.g., as issued by the ICC or by the LCIA) is that they remain ‘light’ on the provisions relating to party experts. In so doing, such rules provide the scope for flexibility and efficiency within the arbitration process.

Firm: Deloitte Name: Simon Cuerden Email: scuerden@deloitte.co.uk Web: www.deloitte.com Tel: +44 (0)20 7007 2020

One of the challenges for the Tribunal however, if not the parties, is where the issues to be considered by the experts, or the information that will be available to them, are not identified and confirmed early on in the arbitration process. Unless these aspects are addressed, the Tribunal may be faced with expert reports that reflect differing instructions, with only limited overlap, and with differing information sources available to the experts.

Tribunals may direct experts to meet and prepare some form of joint memorandum identifying areas of agreement and disagreement, albeit circumstances dictate that this happens shortly before the scheduled hearing and with the prospect that experts introduce new analysis by way of response.

Early encouragement from the Tribunal for the parties to focus on the areas to be considered by the experts and their information needs can have real benefit to the arbitration process.

Gilles Thieffry is Managing Partner of GTLaw and tells us more about the firm.

“GTLaw is an exclusive law firm based in Switzerland specialising in finance law, with a particular emphasis on commodity trading, commodity finance and capital markets,” he explains. “As a small, highlyfocused practice, without the infrastructure and overheads of a major law firm, GTLaw is able to offer a value added service at highly cost-effective rates.”

Gilles continues to explain a little more about arbitration, what is involved in the process and why more and more businesses are choosing this route to settle disputes.

Firm: GTLaw Name: Gilles Thieffry Email: gilles.thieffry@gtlaw.ch Web: www.gtlaw.ch Address: 4, rue de la Scie - CP 3799 - CH - 1211 Geneva 3 Tel: +41 (0)22 592 94 95 Fax: +41 (0)22 594 8585

From the perspective of the expert, early engagement by a party is their preference, enabling the expert to outline their thoughts on the methods of measuring quantum and the associated information requirements. Further, the legal team will be in a stronger position in terms of developing its strategy for the arbitration, its dialogue with the other party’s legal team and ultimately in assisting the Tribunal in its consideration of the procedural process and timetable. n

“Arbitration is an alternative dispute resolution that allows parties to settle a dispute rapidly (relative to normal courts system), confidentially and finally (no appeal possible except for narrowly defined exceptions). An arbitrator acts as a privately appointed judge. The advantage of the appointment by the parties is that the arbitrator will usually be appointed only if he is known and respected in industry related to the case at hand.

“Arbitration requires that either an arbitration provision was included in the contract that is the subject of the dispute (generally the case) or both parties agree to submit to submit the case to arbitration. Duration vary, but it takes about a year to a year and a half to reach an award. The award is final (unlike in the court system that allow appeals).”

Like in any dispute settlement one party will prevail, but often parties may want to settle early in the process. The alternatives to the privately funded arbitrary route is the normal court system which, although cheaper, takes longer and also provides the possibilities of an appeal.

“This makes arbitration the favoured settlement system in international trade and international investment disputes,” concludes Gilles. n

“

As a small, highlyfocused practice, without the infrastructure and overheads of a major law firm, GTLaw is able to offer a value added service at highly costeffective rates.

”

Acquisition International August 2014 57

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Introducing 2014’s Most Regarded Arbitrators

James Lalumiere is President at Project Development International. Here, James tells us more about the Arbitration system.

“The availability of Arbitration as a dispute resolution forum in the construction industry is vital. The ability to have adjudicators with experience and knowledge of the construction industry makes the process invaluable. It is nearly impossible to pick a jury or find a judge who can make reasonable sense of the complexities of a modern construction project. It is additionally difficult to deal with the thousands of project documents that are routinely entered into evidence in such cases.

Firm: Project Development International, Inc. Name: James Lalumiere Email: jel@pdiusa.com Web: www.pdiusa.com Address: 424 Skinner Boulevard, Dunedin, FL 34698.

Tel: +1 727 734 8589 Fax: +1 727 736 1913

“Having been an Arbitrator for the American Arbitration Association for the last 30 years, and one of only five arbitrators in the United States in the construction industry recognized as a Chartered Arbitrator by the Chartered Institute of Arbitrators, I have an acute sense of how the Arbitration process works in this industry. I have concurrently spent the last 30 years testifying as an expert witness in construction litigation. This combined experience has given me a unique perspective of the differences between the two approaches to dispute resolution in the construction industry.

“I’ve seen juries and judges overwhelmed by the simple quantity of documentary evidence presented in construction cases. Litigation takes longer to prepare for, and longer to conduct hearings, than Arbitration. A lot of extra time is spent trying to explain relevant details to people with no knowledge of the industry.

“It is not that juries and judges can’t understand the evidence being presented. The problem is that they have no frame of reference with which to weigh the

Thomas R. Spencer is the Owner at Thomas R. Spencer PA, a law firm based in the USA.

Company: Thomas R Spencer, PA Name: Thomas R Spencer Email: tspencer@spencerpa.com Web: www.spencerpa.com Address: 2655 LeJeune Road, Suite 532, Miami, Florida 33134 Tel: +1 305 648 0940

Thomas R. Spencer has practiced law in the United States for over 40 years, litigating a wide variety of commercial business cases in various State and Federal trial courts, appellate courts, Supreme Courts and arbitration tribunals. As a result of this experience, Mr. Spencer has been able to assist clients with personal service and counsel them on a variety of issues. This has resulted in clients having the ability to consult on the most practical aspects of litigation and potential litigation issues.

Mr Spencer tells us about specific trends he has seen emerging in the arbitration industry of late.

“United States lawyers have generally attempted to greatly expand discovery in the process, including the use of oral depositions,” he comments. “This is generally frowned upon by European lawyers and governing entities and there has been a tug and pull between the civil law, common law systems about the elaborate use of discovery in cases. In the United States more parties are drafting appeal procedures into arbitration clauses of contracts.”

In such a competitive industry the firm must work hard to differentiate itself from the competition, and Mr Spencer explains that this in itself presents challenges. “All law is very competitive,” he states.

“It is no longer a growth industry, due to oversupply and a burgeoning tidal wave of new lawyers being produced world-wide. Many arbitrators are experienced lawyers competing for arbitration

58 Acquisition International August 2014

level of importance of any particular piece of evidence.

Industry professionals can readily distinguish between inconsequential and consequential documentation and events without being distracted by legal strategies.

The result is a more reasonable, less costly, less timeconsuming, and just, outcome.

“Project Development International is engaged in the management of social infrastructure development projects in Africa, South and Central America, and the Caribbean. I insist upon including arbitration clauses in the contracts we develop for our own projects as President of the firm.

“Our projects keep us abreast of industry activity and issues internationally. I also maintain my status as a licensed contractor in the United States and as a Planning and Scheduling Professional for AACE International. Overall the wealth of construction industry experience and expertise I possess allows me to be a more effective Arbitrator.

“The Arbitration process can be much more effective than litigation because the professionals who act as arbitrators understand their industry. In my experience, parties to litigation in the construction industry are at serious risk of incurring significant extra costs and ending up with, sometimes, completely inexplicable results.

“I routinely tell clients choosing litigation to resolve their construction disputes that they are actually creating a new project that will only partially resemble the one they lived through. I generally advise them to settle their case if possible. If it seems like it is not possible, settle anyway. The last place parties to a construction project dispute need to be is in a courtroom. Arbitration works much better.” n

appointments. We can only offer great experience and hard-fought reputation for fairness, judgment, ethics and diligence. There are many great arbitrators to choose from, but we have been given good reviews.” n

“

We can only offer great experience and hardfought reputation for fairness, judgment, ethics and diligence

”

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Auditors: A Vital Role

Auditors: A Vital Role

Company: CCP Accountancy Services Limited Name: Glenn Harrigan Email: gharrigan@ccpbvi.com Web: www.ccpbvi.com Address: P.O. Box 3273, Road Town, Tortola, British Virgin Islands Tel: +1 284 494 6777 (office) +1 284 441 2494 (cell)

CCP Accountancy Services Limited is the accountancy arm of the CCP Group.

Headquartered in Tortola, British Virgin Islands, its clients include individuals, sole traders, non-profit organisations and small to medium owner-managed businesses.

The firm’s clientele operate across a broad spectrum of industries. CCP is a member of Kreston International, a global network of independent accounting firms.

In addition to traditional accounting and book keeping engagements, CCP also provides audit and assurance services as well as consultancy services to aid in making business decisions.

Glenn Harrigan, Director at CCP, spoke to Acquisition International about the important role auditors play in the BVI business environment.

An audit explains Glenn Harrigan, Director, CCP Accountancy Services Limited, allows creditors, bankers, investors, and others to have confidence when they use financial statements. While the audit does not provide a 100% guarantee as to the accuracy of financial statements, it provides users with a reasonable level of assurance that an entity’s financial statements give a true and fair view of its financial position, results of operations, and changes in financial position in accordance with international accounting standards. Furthermore while an audit will not necessarily uncover all instances of fraud or error, it again enhances users’ confidence that financial statements are free of material error and fraud because the auditor is an independent, objective and highly skilled professional who is knowledgeable of the entity’s business and financial reporting requirements.

firms, insurance companies, insurance agents, captive insurance companies, mutual funds and the myriad other forms of regulated entities.

The economy of the Virgin Islands economy is based on the twin pillars of tourism and financial services.

On the tourism front, after years of suffering from the effects of the global economic recession, the last two years have shown signs of recovery and the yachting industry has been particularly robust, says Harrigan.

“Despite this, for foreign owned companies, estimated at well over 400,000, there are many situations where BVI Auditors are engaged to prepare audited financial statements for BVI Business Companies or provide other professional services in their capacity as auditors or professional accountants which are important for clients to fulfil domestic taxation or other reporting obligations.

“On the financial services front, however, with financial services being under attack worldwide and with the imminent implementation of legislation such as US FATCA , UK FATCA and with other major economies likely to follow suit with legislation to enhance the collection of taxes from their citizens, the financial services industry in the BVI is expected to face some major challenges in the years to come,” he says.

Auditors play an integral role in the BVI Regulatory Framework, says Harrigan. “One of the key elements of proper regulation is timely and consistent financial reporting. In the BVI all entities regulated by the BVI Financial Services Commission are required to submit annual audited financial statements within six months of their fiscal year end. This includes all banks, trust companies, company management 60 Acquisition International August 2014

“The number of regulated entities in the BVI runs into the thousands, especially when you consider the significant amount of captive insurance companies and mutual funds on the register in the BVI. Audit firms in the BVI are therefore extremely busy during the audit season, which runs from January to June carrying out the audits and enabling the various regulated entities to meet their reporting obligations.”

One of the important features of a BVI Business Company is that there is no requirement to file annual financial statements, whether audited or unaudited, says Harrigan.

“For example, we were recently approached to provide audited financial statements for a BVI Business Company owned by an individual from South Korea.

It turns out that in Korea, citizens who participate in overseas direct investing activities such as incorporating an overseas business or purchasing over 10% of the shares of foreign company (where the invested amount is over US$1m) have to select a foreign exchange bank and submit the required documents (for example certificate of incorporation, business plan, and so on) to enable them to transfer funds abroad initially.

“Thereafter there is a duty to file financial statements audited by a locally based accounting firm. We are currently undertaking this engagement in satisfaction

of the client’s needs. We have also in the past been engaged to confirm capital contributions made and provide other certifications which were important to overseas clients as part of their domestic tax or other reporting obligations.

“For locally owned and operated companies, banks are now becoming very strict in requiring audits for companies with revenue over a minimum threshold which for some banks is as low as US$1 million. It is evident therefore that BVI Auditors play a key and integral role in the BVI business environment for both foreign and locally owned companies.

“It is also believed also that the imposition of FATCA legislation in the USA and the UK and the plans for many other countries to pass similar legislation may actually create some additional business for BVI auditors. Despite what detractors may lead you to believe there are significant numbers of companies for whom the BVI is a strategic jurisdiction of choice and they will continue to conduct business in the BVI irrespective of the new legislation being passed. However audited financial statements may increasingly become a requirement to accompany filings for such companies especially if allowances, and so on, are being claimed.”

As a member of Kreston International, a global network of independent accounting firms, which stands at number 13 in the global rankings, CCP is well placed and poised to provide vital audit services to its target clients who principally fall in the SME business sector, says Harrigan. “Through the Kreston network we provide ‘Global Cohesion – Local Connection’. This essentially means that we have access to similar resources as the well-known global firms. However, on the local scale, we provide our signature brand of complete, confidential and professional services to clients based in the BVI and abroad at a price point that is much more affordable for our target clients.” n

SECTOR SPOTLIGHT www.acquisition-intl.com

Auditors: A Vital Role

Company: Ace EHS Singapore Pte Ltd Name: Yoong Chi Meng Email: yoongcm@aceehss.com Web: www.aceehss.com Address: 3 Elm Ave, Singapore 279780 Tel: +65 979 84174

Ace EHS Singapore Pte Ltd is an Environmental Health and Safety (EHS) consultancy firm led by former senior officers from the Ministry of Manpower who are well-versed in Singapore’s safety and health regulations and with more than a decade of industrial experience. The company provides comprehensive EHS consultancy, audit and training services to all workplaces and industries.

Yoong Chi Meng , Principal EHS Consultant at Ace, told Acquisition International why safety audits are so important in business today.

A safety auditor, explains Yoong Chi Meng , Principal EHS Consultant at Ace EHS Singapore Pte Ltd, evaluates the implementation of a Safety Management System or safety controls against prescribed standards or regulatory requirements.

“Audits are essential in detecting weaknesses and non-conformances within the system so that the appropriate rectifications can be made to ensure the standards and regulations are adhered to and continual safety improvements are made regularly,” he says.

“Almost all workplaces should conduct a safety audit to ensure that the company complies with regulatory and standard requirements. Hazardous industries would need to be more vigilant in their safety audits. They include construction sites, marine yards, chemical process plants, refineries etc. Workplaces with ineffective safety controls and systems may lead to disastrous industrial accidents; resulting in the loss of human lives, permanent disabilities as well as the devastation of a company’s good reputation, business opportunities and workers’ morale. ”

regional office whereby operations within the region can be monitored effectively.”

Chi Meng says the current challenge facing Singapore is to raise the skill quality of the workforce and to redesign unpopular jobs that will attract Singaporeans to take them up.

“Singapore is competing with its neighbouring countries, and they have the advantage of being able to provide labour at a much lower rate (due to the vast numbers and a lower cost of living). In order to justify the higher costs, Singapore needs to provide a service or product that is of a higher quality. This can be achieved through proper training and advancing technologies.” n

“

Singapore is competing with its neighbouring countries, and they have the advantage of being able to provide labour at a much lower rate (due to the vast numbers and a lower cost of living).

”

Companies, both foreign and local, are gradually shifting their manufacturing plants away from Singapore to neighbouring countries in SE Asia, says Chi Meng. “This is due to the rising cost in property rental and labour. Because of the country’s superior geographical position as well as an excellent infrastructure established by the government, it is still an ideal place for companies to set up their Acquisition International August 2014 61

SECTOR SPOTLIGHT www.acquisition-intl.com

Anguilla: Diversifying the Economy / Laos: A Prime Location for Investors

Anguilla: Diversifying the Economy Keithley Lake & Associates was founded on 6th July, 1993 by Keithley F. T. Lake who returned to Anguilla after many years of experience and service in the United States. The firm has a complement of well-respected professionals and skilled support personnel to meet its clients’ needs for diverse and sophisticated legal services. Yvette A Wallace, Managing Partner at Keithley Lake & Associates, told Acquisition International how the firm is excelling in the challenging Caribbean region.

Company: Keithley Lake & Associates Email: lakelaw@anguilla-attorney.com Web: www.anguilla-attorney.com Address: The Law Building, P. O. Box 14, The Valley, AI-2640, Anguilla, BWI Tel: +1 264 497 2069

The current business environment in the Caribbean is somewhat challenging for investors and service providers, says Yvette A Wallace, Managing Partner, Keithley Lake & Associates. “While some service-based economies appear to be afloat, a number of the islands in the Caribbean are experiencing stagnation in some industries and many business entities are lacking growth although maintaining constancy.

This has been the case since the global economic recession which has resulted in greater caution amongst investors and consumers alike. While there is recognition that this is changing – for example, there has been increased (albeit slow) tourism development in the past two years in Anguilla and other territories (with moderate growth in jurisdictions such as St. Kitts and St. Maarten) – in large part, both investors and policymakers seemed to have adopted a ‘wait-and-see’ strategy in relation to local and inward investment. Opportunities are now slowly being grasped with an expectation that continued improvement will occur over the next 5+ years.”

In Anguilla, recently there appears to be a marginal uptake in real estate purchases, says Wallace. “However, this is

Company: ASL Accounting & Audit Service Name: Souvannaphone Phomsavath E-mail: asl-auditlao@hotmail.com Tel: +856 2056 1103 72

insignificant when compared to the pre-recession period.

Unfortunately, the sale of real estate for villa-type development is still the area attracting the greatest interest for investment.

“Investment opportunities lie not only in bricks and mortar developments like hotels and villas; they also exist in construction of educational and technology campuses. While manufacturing would be difficult to develop and sustain given Anguilla’s high dependence on imports, it can maximise its low tax status to attract investors and their staff in back-office operations, call centres, IT think tanks and programming operations.

“While officials have put some effort into developing the offshore financial sector, the product differentiation has not received sufficient attention. This continues to stymy this additional area of potential investment. Within this region alone, BVI and Cayman are immediate alternatives; this has not been addressed in the product identification, market segmentation or advertising development and placement.”

The Government should also look seriously at developing, again using its low tax base, fresh incarnations of intellectual property residency for rights holders, an image rights registry and economic residency as innovative products, says Wallace. “Additionally, the tourism product should be diversified to encourage mid-market tourism and cruise tourism (limited cruise ship tours on quays or specific areas of the island by small cruise ships) by creating a focal point for tourist attention/interest –a hip strip/board walk/ promenade as a point of interest and through encouraging a longer possibly yearlong tourism season.” n

Laos: A Prime Location for Global Investors One of the world’s few remaining Communist states, Laos has been a popular and adventurous destination for backpackers since the 1990s. Now with a burgeoning ecotourism trade and significant investment from its close neighbours, its tentative steps towards capitalism are gaining confidence.

A huge step forward can be seen with the construction of the 400km high speed rail between Laos and China.

Being built with Chinese investment, it is part of the Asian giant’s Lanzhou–Urumqi High-Speed Railway. It is expected for completion later this year.

China is the biggest investor in Laos and the rail will provide a huge economic boost. There is likely to be greater cooperation between the two countries too, while Japanese companies are beginning to invest heavily.

Japan sees Laos very much as its next production base, which is largely behind the 2013 investment level of $405.7 million (approximately £242m). That is a 15% increase on the 2012 level.

A key expert in Japanese economics, Motoyoshi Suzuki, was recently quoted in the Global Times (link to http://www.globaltimes.cn/content/842043.shtml ) as saying that this trend will continue.

The government advisor recently told the Englishlanguage Chinese news agency: “I think that within the next two years, Japan will climb in the rankings from 6th to 4th largest for foreign investment in Laos after China, Vietnam and Thailand,” It is not just a question of low labour and operating costs and strategic positioning that are attracting businesses.

The stunning landscape Laos enjoys is another huge draw. Despite the country being the most bombed state in the world per capita, (there are presently 80 million unexploded bombs), the beautiful and mountainous country is almost wholly covered by virgin tropical forest.

With ecotourism increasingly popular therefore, the already established tourist industry is ideally placed.

From camping to glamping and on to five-star hotels, the transformation in the country is taking place at a rapid pace.

International investment in Laos is fuelling this growth.

To discuss what opportunities could be best for you in Laos, ASL- Accounting & Audit Service in the country are ready to provide expert help and local knowledge. n

Acquisition International August 2014 63

SECTOR SPOTLIGHT www.acquisition-intl.com

Ship Registration in Indonesia

Company: Lubis Ganie Surowidjojo Name: Dr. Mohamed Idwan (‘Kiki’) Ganie Email: ganie@lgslaw.co.id Web: www.lgsonline.com Address: Menara Imperium 30th Floor, Jl. H. R. Rasuna Said Kav. 1 Kuningan Jakarta 12980, Indonesia Tel: +62 21 831-5005, 831-5025

Ship Registration in Indonesia Mohamed Idwan (‘Kiki’) Ganie is the Managing Partner of Lubis Ganie Surowidjojo (LGS). He talks to AI magazine about the ship registration sector in Indonesia.

Mr Ganie graduated from the Faculty of Law of the University of Indonesia and holds a PhD in Law from the University of Hamburg. Dr. Ganie is a Chairman of the Association of Indonesian Anti-Trust Lawyers, a member of the Regional Panel of the Singapore International Arbitration Centre (SIAC), and a fellow (FSIarb) of the Singapore Institute of Arbitrators.

Dr. Ganie has more than 30 years of legal experience, and specializes in commercial transactions and commercial litigation, including alternative dispute resolution and has acted as an expert in a number court and arbitration proceedings. His expertise covers general corporate/ company law, banking law, finance, bankruptcy and restructuring, mining, investment, acquisitions, infrastructure projects/project finance, antitrust, and shipping/aviation, with a particular focus on corporate governance and compliance.

LGS was founded in 1985 by Timbul Thomas Lubis, Dr. Ganie and Arief Tarunakarya Surowidjojo. Since then, LGS has grown into the largest corporate transactions and corporate litigation firm in Indonesia.

Mr Ganie says of the firm: “One of our unique selling points is the combination of our long-standing commercial law practice and our premier litigation department that has extensive experience in dealing with commercial disputes in the context of arbitration and alternative dispute resolution as well as litigation in the Indonesian courts. This allows our corporate transaction departments to benefit from such litigation experience, and from their own compliance work, to ensure that any transactions handled by the firm are carried out with a view to the potential for future disputes and any existing risks.”

64 Acquisition International August 2014

Mr Ganie explains to us a little more about what is involved in ship registration and why it is so important.

“Pursuant to the new Shipping Law, passed in 2005 with the relevant aspects coming into force in 2011, vessels operating between Indonesian destinations have to register and operate under the Indonesian flag in accordance with the cabotage principle.

Certain exemptions exists for oil & gas vessels, while otherwise the cabotage principle has been widely applied, including to transshipment terminals.

“Official registration fees are nominal, retaining legal or consultant assistance to navigate the bureaucratic process however will be a substantial expense, and those pursuing registration should also budget for the process taking a significant amount of time to complete, with the exact duration often being unpredictable.

“The registration is processed through a local Ship Registration and Recording Officials, by submitting a registration form alongside the enumerated documents, which include the ship ownership certificate, ship owner’s identification, tax registration number, ship measurement documents, and ownership transfer payment receipt.”

In addition to maritime regulations, a notable manning requirement, under the cabotage principle, is that vessels subject to the requirement to be registered under the Indonesian flag when operating between domestic destinations must also be manned by an Indonesian crew. n

“

One of our unique selling points is the combination of our longstanding commercial law practice and our premier litigation department that has extensive experience in dealing with commercial disputes in the context of arbitration and alternative dispute resolution as well as litigation in the Indonesian courts.

”

SECTOR SPOTLIGHT www.acquisition-intl.com

Indonesia: Time to Invest?

Company: Lubis Ganie Surowidjojo Name: Dr. Mohamed Idwan (‘Kiki’) Ganie Email: ganie@lgslaw.co.id Web: www.lgsonline.com Address: Menara Imperium 30th Floor, Jl. H. R. Rasuna Said Kav. 1 Kuningan Jakarta 12980, Indonesia Tel: +62 21 831-5005, 831-5025

Indonesia: Time to Invest?

Managing Partner of Lubis Ganie Surowidjojo (LGS), Mohamed Idwan (‘Kiki’) Ganie chats+ to us about the economic climate in Indonesia and why it makes for a great investment opportunity.

LGS was founded in 1985 by Timbul Thomas Lubis, Dr. Ganie and Arief Tarunakarya Surowidjojo.

Since then, LGS has grown into the largest corporate transactions and corporate litigation firm in Indonesia. LGS has also obtained Lloyd’s Register Quality Assurance certifications of ISO 9001:2008 for Quality Management systems and ISO 14001:2004 for Environmental Management systems to ensure the quality of all aspects of the firm’s operations and services.

Dr. Ganie has more than 30 years of legal experience, and specializes in commercial transactions and commercial litigation, including alternative dispute resolution and has acted as an expert in a number court and arbitration proceedings. His expertise covers general corporate/ company law, banking law, finance, bankruptcy and restructuring, mining, investment, acquisitions, infrastructure projects/project finance, antitrust, and shipping/aviation, with a particular focus on corporate governance and compliance.

Of the firm, Dr Ganie comments: “One of our unique selling points is the combination of our long-standing commercial law practice and our premier litigation department that has extensive experience in dealing with commercial disputes in the context of arbitration and alternative dispute resolution as well as litigation in the Indonesian courts. This allows our corporate transaction departments to benefit from such litigation experience, and from their own compliance work, to ensure that any transactions handled by the firm are carried out with a view to the potential for future disputes and any existing risks.”

Indonesia’s substantial population, whose prosperity is steadily increasing, and ample natural resources have proven to be an attractive business environment for investment and Dr Ganie tells us more. “Indonesia presents an appealing proposition – an economy driven by growing domestic demand rather than exports, with a domestic resource base, and a market that is growing organically rather than due to government policies.

“Combined with substantial market opportunities presented by a wide range of sectors that have yet to be developed, including even basics such as agriculture, the ample room for continued business growth in the years and decades to come will continue to attract substantial inward as well as domestic interest.

“The natural resources sector, and in particular the mining industry, have seen a number of policy changes that appear spurred on by populist sentiment, a trend that is expected to continue in the near future. A specific challenge this creates is that there appears to be something of a wait-and-see approach in certain parts of the industry as a result.

“

Indonesia presents an appealing proposition – an economy driven by growing domestic demand rather than exports, with a domestic resource base, and a market that is growing organically rather than due to government policies.

”

“One should plan for amendments to the regulations.

Including the Ministry of Finance revising the corresponding export duties.” n

Acquisition International August 2014 65

DEAL DIARY www.acquisition-intl.com

Deal Diary sponsored by

Welcome to Deal Diary, Acquisition International’s monthly round-up of recent M&A activity across the globe.

As always, we feature a range of transactions across a number of different sectors. In the consumer sector, private investment company Ardian acquired ADA Cosmetics from Carlyle, the global alternative asset manager – a deal that Blue Corporate Finance, which acted as the exclusive M&A advisor to Ardian, says will significantly accelerate ADA’s international growth.

In support services, Silverfleet Capital, the European private equity firm, agreed to acquire AGR Holdings AS, the petroleum services division of Oslo-listed AGR Group ASA, in a transaction worth around €195m.

In the health care sector, the Co-operative Group agreed to sell its pharmacy business for £620m to Bestway Group, the UK’s 2nd largest cash and carry operator.

In TMT, Mobeus Equity Partners provided a combined debt and equity package to support the £11.3m buy in management buy out of Creative Graphics International Limited, a leading designer and supplier of technical self-adhesive branding solutions, supplying external graphics, information and safety labels to a global automotive and aerospace customer base from manufacturing facilities in the UK and South Africa.

And in the industrial sector, Manitex International, Inc., a leading international provider of cranes and specialised material and container handling equipment, announced it has reached an agreement to acquire PM Group S.p.A., based in Modena, Italy. It’s a deal which will reduce the company’s debt of around €50m and reschedule the remaining debt over an eight-year period.

Have you done a deal lately? If so, then we want to hear from you. Head over to our website, www.acquisition-intl.com, and submit the details. n

Consumer ADA Cosmetics

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BFP Holdings

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Frette

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The Laine Pub Company

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Wholebake

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Health Care Bestway Group

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Hopp

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Industrial PM Group

72

Suominen Flexible Packaging

72

Xylem Flow Control Limited

73

Support Services AGR Holdings

74

Gefran

74

Roberts Jackson

75

RTT Group

75

Sistema PRI

76

TMT

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Maps

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CGI MBO

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Dark Fibre Africa

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VIKO

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DEAL DIARY www.acquisition-intl.com

Energy & Resources The volume and value and energy & resources transactions slumped during the first half of 2014, according to data from Zephyr, the M&A database published by Bureau van Dijk. In all USD 214,523 million was invested across 2,189 deals over the timeframe from January to the end of June this year.

2014 to date has been fairly disappointing in terms of the level of investment in the energy & resources field, with both volume and value falling to their lowest levels for some time in the first half of the year. In fact, both plumbed their lowest depths in the entire period under review, dating back to the beginning of 2006. It is still too early to say whether the situation is likely to improve in the second half of the year as we are only just over a month into the period at the time of writing.

Thus far there have been 293 deals worth an aggregate USD 17,465 million, which is not exactly record-breaking, but it is worth bearing in mind that this time of year has traditionally been relatively quiet in terms of dealmaking and things may pick up over the next few months.

In terms of world regions, North America has attracted the most investment within the energy & resources sector in 2014 to date. Thus far it has notched up USD 107,900 million, well ahead of Western Europe with USD 33,976 million and the Far East and Central Asia on USD 31,329 million. The result is unusual given that North America was only able to place fourth in terms of volume, being targeted in just 456 transactions. It was beaten out by Western Europe with 572, the Far East and Central Asia with 523 and Eastern Europe with 511. This suggests high individual considerations for North America over the period.

All of this means there is a long way to go until the year-end for the energy & resources sector. It may take a significant increase in deal activity if results are to draw anywhere near to previous levels, but if the higher considerations of North American deals continue, they may be able to drive up investment levels, even if volume does not increase to the same extent. n

NUMBER AND AGGREGATE VALUE (MIL USD) OF ENERGY & RESOURCES DEALS GLOBALLY: 2006- 2014 YTD (as at 31 July 2014) Deal half yearly value (Announced date) H1 2006

Number of deals 3,176

Aggregate deal value (mil USD) 253,251

H2 2006 H1 2007 H2 2007 H1 2008 H2 2008 H1 2009 H2 2009 H1 2010 H2 2010 H1 2011 H2 2011 H1 2012 H2 2012 H1 2013 H2 2013 H1 2014 H2 2014

3,008 3,394 3,144 2,784 2,536 2,908 3,067 2,887 2,748 2,618 2,584 2,408 2,378 2,336 2,616 2,189 293

415,143 479,544 491,117 254,459 222,620 285,946 234,494 240,651 375,045 307,312 271,401 239,164 232,298 242,840 233,667 214,523 17,465

Acquisition International August 2014 67

DEAL DIARY www.acquisition-intl.com

Consumer Deals

Ardian acquisition of ADA Cosmetics from Carlyle Blue Corporate Finance served as the exclusive M&A advisor to Ardian on its acquisition of ADA Cosmetics Group, a leading manufacturer and supplier of hotel cosmetics and other hotel amenities. Together with ADA’s management, Ardian acquires ADA Cosmetics from The Carlyle Group, owner of the company since 2010. The new ownership will accelerate ADA’s international growth significantly. It has been agreed that details of the transaction shall remain confidential. The closing of the transaction is subject to the regulatory approval by the German Federal Cartel Office.

Christopher Kiermayr, Partner – Transaction Service, ERM & Ms. Frauke Kadasch also of ERM represented ARDIAN in this transaction. Mr. Kiermayer commented: “ERM has a longstanding relationship with ARDIAN and its predecessor company. In this transaction speed and timely advice was of the essence.

ERM fielded a team to assess the environmental performance of the target on short notice and provide ARDIAN with a robust decision making basins within less than a week.”

Christopher Kiermayr

acquisition of

from

Advisers

About ADA Cosmetics ADA Cosmetics International is a leading manufacturer and supplier of hotel cosmetics. The company develops first-class products for the hotel industry, designed to meet the requirements of hotel guests and the wishes of the hotels. The range of hotel cosmetics includes a wide spectrum of soap dispensers, shampoos, shower gels and body lotions for hotels and spa facilities. The cosmetics range includes both international designer brands such as Bulgari or Chopard as well as own innovative, environmentally friendly and organic hotel cosmetic brands. The hotel range is enhanced by the press + wash and smart care system soap dispensers plus bathroom and room accessories such as shaving sets, dental hygiene sets, shower caps, towels, bathrobes and slippers. Being the clear market leader in the German speaking region, ADA is growing strongly in other European markets, especially in France and UK. n

Zimt Holdings acquisition of BFP Holdings from Lesaffre

Zimt Holdings acquisition of

Lesaffre has sold 100% of UK food distributor BFP Wholesale Limited (BFP) to private equity consortium Zimt Holding. Transaction details were not disclosed. Headquartered in Sevenoaks, BFP is a nationwide, one-stop wholesale supplier of ambient, chilled and frozen food products.

The company’s products are distributed from strategically well-located depots via a fleet of multi-temperature vehicles to more than 4,000 customers throughout the UK, including Krispy Kreme and Greggs.

BFP has grown consistently over the years and in 2013 sold 50,000 tonnes of food products, generating a turnover of over £75m.

from

Marc Casier, Lesaffre’s General Manager Baking Western Europe, conducted the disposal. He said: “The sale reflects a strategic choice to focus on our core activity of yeast production & sale and we are very pleased to have found an ambitious buyer for BFP.” The consortium was led by David Burresi and Sebastian Sipp. According to Sipp: “BFP presents an exciting opportunity for accelerated growth in the years ahead. By deploying our significant operational and management expertise we will be working closely with the management team to develop BFP’s purchasing and distribution processes and will invest in its personnel and information systems to enable the firm to take advantage of a fast-changing environment.”

Virtual Data Room Provider

Legal Adviser to the Purchaser Legal Adviser to the Equity Provider Tax Adviser

Lesaffre was advised by consumer advisory firm Leopold Capital Partners and Linklaters. Zimt Holding was advised by Addleshaw Goddard, with GE Capital providing financing. n Legal Advisers to the Debt Providers

The sale reflects a strategic choice to focus on our core activity of yeast production & sale and we are very pleased to have found an ambitious buyer for BFP.”

68 Acquisition International August 2014

Legal Adviser to the Vendor

DEAL DIARY www.acquisition-intl.com

Consumer Deals

Change Capital Partners acquisition of a majority stake in Frette Change Capital Partners (“the Firm”), the pan-European private equity fund investing in retail and consumer goods companies, announces that it has acquired a majority stake in Frette SrL (“Frette or “the Company”), a leading Italian luxury linen and home furnishings business.

acquisition of a majority stake in

Change Capital Partners will make a significant investment into the Company to enable it to reach its full growth potential. Frette’s existing owners, JH Partners, a San Francisco-based consumer focused private equity firm, will retain a minority stake in the business.

Frette had consolidated sales of c. €90m in 2013 and it sells through a combination of directly operated stores, wholesale accounts and to hotels via the hospitality channel.

Legal Advisers

Steve Petrow, Partner at Change Capital Partners, commented: “We are delighted to be able to make a significant investment in Frette. The Company has genuine heritage, deep expertise and the specific advantage of spanning both consumer and hospitality sectors. With our strong track record of investing and growing landmark consumer and luxury businesses we are excited by the prospect of taking Frette to the next level.”

Andrea Warden, Chief Executive of Frette, commented: “As the market continues to evolve there are exciting opportunities ahead for Frette. With the experience, strategic direction and active support of Change Capital Partners, we look forward to entering a new phase of growth.”

Steve Baus, Partner at JH Partners, commented: “We would like to extend a warm welcome to Change Capital Partners, who will be fundamental to providing the Company with the necessary support and resources to build on its success to date. We are delighted to remain involved in Frette, which we believe has an exciting future ahead of it.”

Financial Adviser

This transaction marks the sixth investment of the Firm’s second fund and the thirteenth overall. Italy is a key market for Change Capital Partners and the team has several native Italian investment professionals.

In December 2010 the Firm acquired a majority stake in Vesevo (now Sebeto Group), a leading Italian casual restaurant chain with over 120 locations in Europe and the US. Sebeto Group counts the Rossopomodoro brand among its dining formats. n

Risk Capital Partners investment in The Laine Pub Company Private equity firm Risk Capital Partners has invested in The Laine Pub Company, a Brighton-based multiple pub operator with a growing presence in London.

The company, formerly known as InnBrighton, has been renamed The Laine Pub Company (“Laine’s”), reflecting the increasing importance and popularity of its range of craft beers brewed in its three microbreweries, and the broadening of its geographic reach from its historic focus on the Brighton market.

The company manages 45 pubs, of which 39 are in Brighton and six in London, with a seventh London opening planned for the autumn. All pubs are individually designed to reflect the heritage and culture of the area in which they are located.

Commenting on the transaction, Ben Redmond, co-founder of Risk Capital Partners, said: “Over the past seven years, Gary and Gavin have refocused the business successfully and developed a profitable estate of highly distinctive city pubs. The company has a strong pipeline of new opportunities in London and is well positioned to continue to grow the business in the future.”

investment in

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Graphite partner Omar Kayat added: “The management team has a proven track record in acquiring underperforming pubs and improving them. We look forward to continuing to work with them under the Laine’s banner as they further develop their London estate of unique pubs and their exciting range of beers.”

“We are very pleased to have Risk Capital on board for the next chapter in this group’s exciting story” commented Laine’s chairman Gary Pettet. “Their experience in our sector will be invaluable and we are very much looking forward to working with them to grow the business and to maximise the value to our customers in an ever changing market.”

Commenting on the plans for the business, chief executive Gavin George said “The name change reflects both our pride in our Brighton heritage and the growing importance and popularity of the beer we produce under the Laine’s badge. The skilled brewers in our three micro-breweries have created some highly individual beers of excellent taste and quality, which have provided both a significant point of difference with our competitors and an engaging offering for our customers.” n

Acquisition International August 2014 69

DEAL DIARY www.acquisition-intl.com

Consumer Deals

Bridges Ventures acquisition of Wholebake Bridges Ventures (“Bridges”) announces that it has acquired a controlling interest in Wholebake Limited (“Wholebake”), a manufacturer and distributor of great tasting healthier snack bars.

Bridges are backing the existing management team, Mark Gould, CEO, and Richard Shaw, Operations Director, who will continue to drive the business forward.

acquisition of

Mark Gould, CEO of Wholebake, said: “We are excited by the opportunity of working with Oliver and the whole Bridges team to fulfil the potential that we see in our business. Healthy snacking is an exciting market, which we expect to continue to develop rapidly in the UK and internationally.”

Oliver Wyncoll, Partner, Bridges Sustainable Growth Funds, said: “We have been impressed by Mark, his team and the quality of Wholebake’s products. These natural products are bang on trend with consumer demand for great tasting, higher protein, gluten-free snacking. With our investment, we hope to widen the strong and loyal following that 9bar has developed and open-up new sales channels which will create many new jobs in North Wales.”

Advisers

Brand Potential represented Bridges Ventures led by Mary Say, Managing Director plus a team consisting of Alex Smith, Client Director; Sarah Howell, Client Manager. Mary commented: “This was our first time working with Bridges, but we have a long-standing relationship with Oliver Wyncoll who joined Bridges recently from Langholm Capital and led the deal.

“The deal was steered very effectively by Oliver, there were no significant hurdles; our primary focus was to identify, from a consumer and market perspective, how the 9bar brand is perceived today but more importantly where it’s potential lies in the future and what it needs to do to connect with a mainstream audience.”

About Brand Potential, she said: “we provide consumer insight, innovation, brand due diligence and creative direction for brand owners and investors looking for accelerator brand growth. We work with private equity houses, both buy-side and sell-side, to identify and articulate the future potential in a consumer brand.” n

C CloudOrigin

Strategy

Advisory

CloudOrigin provides award winning Information Technology strategy, advisory and implementation services - including commercial, technical and operational due diligence - to Private Equity houses, Venture Capital firms and their portfolio companies.

From our London office we have worked on the largest global deals and transformation programmes alongside world leading accounting, legal and market research providers.

Specialists in the commercial impact of cloud computing and the evolution of software and infrastructure services, we will deliver clear analysis and pragmatic post-transaction recommendations whether IT is the core offering or simply a critical success factor.

We also build investment theses, identify M&A opportunities, alliances and go to market strategies in the converging worlds of digital brands, enterprise software, mobile apps and social networks.

We would be delighted to introduce our services and experience.

Call us on +44 (203) 642 5715 or email Info@CloudOrigin.com

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(C) 2014 CloudOrigin Limited. All rights reserved. Registered in England 06893393 70 Acquisition International August 2014

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Global reach

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Healthcare Deals

Co-operative Group sale of its Pharmacy business to Bestway Group The Co-operative Group (“The Co-operative”) has announced that it has entered into an agreement to sell its Pharmacy business to Bestway Group (“Bestway”), for a purchase price of £620 million*. The transaction is due to complete in October 2014, following the fulfilment of a number of required steps to separate the Pharmacy business from The Co-operative.

sale of its Pharmacy business to

With this acquisition, Bestway will have an annual turnover of approximately £3.4 billion and a global workforce of more than 32,600 people, with over 11,900 people in the UK. Richard Pennycook, Interim Group Chief Executive of The Co-operative Group, said: “The successful sale of our Pharmacy business is an important move for The Co-operative Group. The proceeds will enable The Co-operative to reduce debt and invest in our business and is part of the focused delivery of our clear strategic plans and priorities.

“I am pleased that the agreement we have reached with Bestway reflects the quality of the business and the high level of interest from a number of bidders. Bestway is acquiring an excellent pharmacy business characterised by the quality and professionalism of colleagues and high levels of customer service.

Bestway in return is an ideal owner, being a strong family-run group with a proven track-record of putting the needs of customers first.

“I expect the Pharmacy business to go from strength to strength under the committed long-term ownership of Bestway and we look forward to working with them through the transition period.”

Zameer M. Choudrey, Bestway Group Chief Executive, said: “We are delighted to be bringing The Co-operative Pharmacy business into the Bestway family, adding to our growing and diverse business portfolio.

In line with our own ethos, there is a strong focus on supporting and servicing the needs of the local communities within this business.

Financial Adviser to the Purchaser Financial Due Diligence Provider

Debt Providers

Legal Advisers to the Debt Providers

Vendor Due Diligence Provider

“On behalf of Bestway Group, I look forward to working in partnership with the management and staff at The Co-operative Pharmacy.” n

Hopp acquisition of LTS shares from Novartis and BWK The supervisory board (“Aufsichtsrat”) and management board (“Vorstand”) of LTS have concluded the assessment of strategic options for the future development of the LTS group. LTS developed innovative, value oriented growth strategies identifying also the prerequisites for the successful strategy implementation. Meanwhile, LTS´s major shareholders evaluated possible changes in ownership.

Upon the conclusion of the assessment the three main shareholders have agreed a transaction amongst themselves.

The dievini Hopp Biotech Holding GmbH & Co KG Walldorf/Germany, the Novartis Holding AG Basel/ Switzerland and BWK GmbH Stuttgart/Germany announce that dievini will acquire all shares of the two other LTS main shareholders. Novartis will divest its 43% stake in LTS Lohmann Therapie-Systeme AG (LTS), BWK will divest its 24% stake to dievini Hopp. Small LTS shareholders will also receive an equal offer from dievini Hopp. The transaction, which requires regulatory approvals and is subject to other customary conditions, is expected to close this year.

The supervisory board and management board of LTS welcome the agreement of its shareholders. dievini´s continued and strategic engagement enables LTS to realize the identified attractive growth options with its own means available. The agreement provides for the prerequisites to develop LTS sustainably and independently as the technologically leading global pharmaceutical company for transdermal technologies.

LTS supervisory board chairman Prof. Loos: “The supervisory board of LTS welcomes the strategic decision of LTS´s main shareholders as it anticipates the successful, sustainable development of LTS in the next LTS development phase.”

acquisition of shares in

from

and

Legal Adviser

Virtual Data Room Provider

Legal Adviser to the Vendor

Financial Due Diligence Provider

Christof Hettich Managing Director of dievini Hopp: “As a shareholder since many years we know and appreciate LTS. We are delighted to partake also in the future in the successful work of LTS in an even closer fashion. As the global market leader for transdermal pharmaceutical solutions LTS offers significant potential for innovation to the benefit of patients and medical therapy.” n

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Industrial Deals

Manitex acquisition of PM Group Manitex International, Inc. (MNTX), a leading international provider of cranes and specialized material and container handling equipment, today announced that it has reached an agreement to acquire PM Group S.p.A. “PM” based in San Cesario sul Panaro, Modena, Italy. The agreement is subject to pending Italian court approval of a debt restructuring plan.

Consideration of $107 million in aggregate is to be paid as follows: • $24 million in cash provided by a new Manitex term loan with current Manitex bankers; • $15 million in new equity issuance (approximately 1 million MNTX shares) distributed primarily to current PM banks; • $68 million in assumed debt and liabilities which includes working capital facilities for PM

acquisition of

R&S, an Italian corporate finance boutique specialized in Distressed M&A, acted as financial advisor to Manitex in the acquisition of PM.

Paolo Lisca

As a result of the debt restructuring and acquisition agreements signed, PM reduces the debt of approx. € 50 million and reschedules the remaining debt over 8 years period. The major challenge has been to align the interest of all the stakeholders.

Paolo Lisca is the Partner that led the team; Paolo has more than 25 years of experience in investment banking (most of which with BNP Paribas) and during the last 5 years he advised the restructuring of more than €1.5 billion of debt.

Financial Adviser to the Purchaser

Legal Adviser to the Purchaser & Tax Adviser

p.lisca@res-investment.com www.res-investment.com n

Lonsdale Capital Partners acquires Suominen Flexible Packaging Lonsdale has announced its acquisition of the flexible plastic packaging businesses of Suominen Corporation. Suominen Flexibles supplies printed plastic film and certain converted products for consumer and industrial applications from three factories in Finland and Poland. It also has sales offices in Sweden and Russia. In 2013, Suominen Flexibles had net sales of c €60 million.

acquires

Lonsdale is acquiring the business for €20 million plus a small earnout. The management team and Suominen Corporation will own significant minority stakes in the business going forward. Debt facilities were provided by Nordea Bank Finland and a vendor loan by Suominen Corporation.

The company operates in a sector well-known to Lonsdale, particularly Alan Dargan who has been a principal and advisor for over 25 years in the packaging and paper industry. Alan commented “The existing management team and staff at Suominen Flexibles, led by Reima Kerttula, have grown profits significantly in 2014. Our objective is to build on and grow Suominen Flexibles in the Nordic countries and in central and eastern Europe. We are confident that Suominen Flexibles, led by incoming CEO Borge Kvamme and Deputy CEO Reima Kerttula, with our focus and resources will have a bright future”.

Virtual Data Room Provider

Legal Adviser to the Equity Provider

Borge Kvamme who until recently was CEO of Kobusch, a European flexible packaging business headquartered in Germany, added “We have acquired a group with experienced and ambitious management and staff. The deep knowledge that Suominen Flexibles has of the plastic packaging sector, its core asset, will be strengthened by enhanced customer focus, increased efficiency and a boost in innovation”.

Reima Kerttula said that “Lonsdale is the perfect future partner for Suominen Flexibles, providing the focus and resources that Suominen Flexibles deserves in order to fulfill our ambitions in our attractive markets, further develop our operations and serve our customers even better.” n

Lonsdale is the perfect future partner for Suominen Flexibles, providing the focus and resources that Suominen Flexibles deserves” 72 Acquisition International August 2014

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Industrial Deals

Rotork acquisition of Xylem Flow Control Limited Rotork plc. (ROR.L), the actuator manufacturer and flow control company, on Wednesday announced the acquisition of Xylem Flow Control Ltd for £18 million in cash. Xylem Flow Control is a subsidiary of Xylem Inc, a water technology provider.

Based in Wolverhampton, UK, Xylem Flow Control manufactures solenoid valves and instruments under the Midland-ACS, Alcon Solenoid Valves and London Kingsway brands.

acquisition of

Xylem Flow Control will be renamed Rotork Midland Limited under Rotork ownership and will sit within the Rotork Instruments division, where it will complement the Fairchild, Soldo and YTC brands.

About Xylem Xylem (XYL) is a leading global water technology provider, enabling customers to transport, treat, test and efficiently use water in public utility, residential, commercial, agricultural and industrial settings.

The Company does business in more than 150 countries through a number of market-leading product brands, and its people bring broad applications expertise with a strong focus on finding local solutions to the world’s most challenging water and wastewater problems. Launched in 2011 from the spinoff of the water-related businesses of ITT Corporation, Xylem is headquartered in White Plains, N.Y., with 2010 annual revenues of $3.2 billion and 12,000 employees worldwide.

Virtual Data Room Provider

Legal Adviser to the Purchaser

The name Xylem is derived from classical Greek and is the tissue that transports water in plants, highlighting the engineering efficiency of our water-centric business by linking it with the best water transportation of all -- that which occurs in nature.

About Rotork Rotork is the market leading actuator manufacturer and flow control company that operates in any market where the flow of gasses or liquids needs to be controlled. It has established manufacturing facilities, a global network of local offices and agents who can truly provide a worldwide service. You will be able to locally source Rotork’s products, supported by life-of-plant maintenance, repair and upgrade services. n

Legal Adviser to the Vendor

Acquisition International August 2014 73

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Support Services Deals

Silverfleet acquisition of AGR Holdings Silverfleet Capital, the European private equity firm, has agreed to acquire AGR Holdings AS (“AGR”), the petroleum services division of Oslo-listed AGR Group ASA, in a NOK 1,640 million (c. €195m) transaction. Completion will be on or around end of August.

acquisition of

AGR is the largest independent well management group operating globally. AGR delivers well, reservoir, HSEQ, and facilities management services to the upstream oil and gas industry. The company also offers rig access management, consultancy manpower, expert software solutions and tailored industry training.

AGR’s client base comprises some of the largest international and national oil companies as well as a wide range of small and medium sized operators.

Working with more than 650 people, the company operates in all regional main oil hubs around the world including UK, Norway, US, Australia, CIS and the United Arab Emirates.

Commercial Due Diligence

Since 2000, AGR has completed over 500 well projects in 25 countries on six continents. Additionally, its teams have delivered over 1,000 reservoir studies in only five years in major basins and reservoir types globally.

Clive Smith

Clive Smith, Project Director, led the Calash team supported by Jason McGhie, Project Manager and Eleanor Macdonald, Analyst. Mr Smith commented: “This was a fast track project. However, Calash employs energy industry experts and as a former owner of a well project management business, I was very familiar with the service offering and the technical challenges facing this business both domestically and internationally. Calash was also heavily involved in a similar business transaction conducted earlier this year. Calash aims to support Silverfleet in further oil and gas transactions in the future as well as strategic development of these businesses.”

Legal Adviser

Financial and Tax Due Diligence & Tax Structuring

Web: www.calash.com Email: mail@calash.com n

Trescal acquisition of Master Metrology and assets of Gefran Trescal, the international specialist in calibration services, today announces the acquisition of US company Master Metrology, Inc. and Gefran’s Italian metrology assets. Respectively based in Towson (Maryland, USA) and Provaglio d’Iseo (Italy) and A2LA and Accredia accredited.

acquisition of

With an annual turnover of $2 million and 16 employees including 7 engineers, Master Metrology increases Trescal’s growing presence in the US and also broadens its technical offer, notably in the dimensional and torque domains.

Gefran’s Italian metrology laboratory, with annual sales of €800,000 and 5 employees including 4 engineers, will be merged with Trescal’s existing laboratory in Brescia, growing its lab-based offer in Italy’s humidity, temperature and climatic chamber calibration sector, within laboratory and on site.

The deals were completed with the support of Trescal’s majority shareholder, Ardian, the premium independent private investment company. They are the fifth and the sixth build-up transactions executed following Ardian’s acquisition of Trescal in July 2013.

and assets of

Structuration & Tax

Guillaume Caroit, General Secretary of Trescal Group, said: “These acquisitions fit perfectly with our development strategy, both in the US where we hope to achieve a leading position in the next two years and also in Europe, where our ambition is to extend the technical offer to our clients. We are working on two or three build-up to be closed before the end of the year.”

Corporate and legal Due Diligence

Raymond Wood, Founder and President of Master Metrology added: “Master Metrology is one of a number of fast growing companies that are contributing to the resurgence of Maryland manufacturing. The acquisition by Trescal expands our market-leading position and gives our customers access to greater technical capability across a broader geographic footprint.”

Financial Due Diligence

Thibault Basquin, Managing Director in the Mid Cap Buyout team at Ardian, said: “Trescal’s ambitious international growth strategy reflects both the strength of Trescal’s management team and the level of support which Ardian always gives its portfolio companies.” n

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Support Services Deals

NorthEdge Capital investment in Roberts Jackson NorthEdge Capital, the private equity firm focused on investing in businesses in the North of England, has invested £15million into Roberts Jackson, the leading Cheshire-based industrial disease law firm.

Weightmans LLP advised NorthEdge Capital led by Michelle Garlick, Partner and Head of Compli and Michael Black, Compliance Consultant. Michelle Garlick commented: “We had not advised NorthEdge previously but were recommended to them as industry risk and regulatory experts/specialists.

“The legal and regulatory landscape can change quickly and new legislation affecting solicitors was introduced mid-exercise together with new business initiatives at Roberts Jackson. We had to ensure that all recent changes and emerging risks were considered and advised upon.

investment in

“We undertook a full, risk based regulatory compliance due diligence exercise.

We focussed on areas of greater regulatory risk given the market Roberts Jackson inhabits, working both on-site and remotely.

Outcomes a) Areas of regulatory risk identified. b) Potential breaches of regulatory (and legislative) requirements identified. c) Areas where full compliance with the Code of Conduct is not being met highlighted. d) Areas of improvement identified. e) Regulatory issues that may impact upon the ABS identified. f) Effectively ‘back fill’ any regulatory risk issues not picked up by other due diligence providers. g) Report detailing any regulatory compliance issues produced.”

Michelle Garlick

Legal Advisers

www.weightmans.com n

Michael Black

Ethos-led acquisition of RTT Group A private equity consortium led by Ethos Private Equity, announced today that it has acquired c.80% of the RTT Group for an undisclosed sum. Other key shareholders in the consortium are African Development Partners II, a private equity fund advised by Development Partners International (DPI) and the Government Employees Pension Fund (GEPF), represented by the Public Investment Corporation (PIC). RTT’s current senior management team and a black empowerment staff trust will hold the remainder of RTT’s share capital.

led acquisition of

Nicolas Thum Partner, Mirabaud M&A Advisory Group led a team including Maneksh Dattani and Elizabeth Jordan. Mirabaud advised RTT Group and its shareholders, led by Actis and including Old Mutual, RMB Ventures and RTT management. Mr Thum commented: “The deal marks the largest logistics services M&A transaction across all global emerging markets this year. It is also likely to be one of the largest private equity transactions in South Africa in 2014.

“A competitive global auction was run jointly by the Mirabaud M&A Advisory Group and RMB Corporate Finance, generating strong international and domestic interest spanning strategic and financial investors alike. RTT being a very high quality asset, the resulting competitive tension led to vendor expectations being exceeded across virtually all transaction parameters, including valuation, speed to signing, transaction closing conditions and post-closing exposures.

Advisers to the Vendor

“RTT will benefit going forwards from a highly resourceful and committed shareholder group, which is well placed to facilitate RTT’s next stage of development into new geographies across the broader region of Sub-Saharan Africa and beyond.”

The RMB Advisory team was led by Gavin Jacobson, Paul Roelofse and Ferdi Vorster. Mr Jacobson commented: “RTT is the largest independent express parcels and logistics services business in Southern Africa and the only overnight express logistics network with an unparalleled national footprint.

Nicolas Thum

“With this in mind, RMB CF formulated a bespoke disposal process so as to specifically target a discrete subset of pre-qualified parties that could understand and ascribe appropriate value to a premium asset of RTT’s ilk.

Gavin Jacobson

“The sale of RTT marks the successful conclusion of Actis’ original 2007 investment in the Fuel Logistics Group. RTT has proven itself to be a world class operation and is well placed for its next phase of growth. This successful disposal to the Ethos consortium demonstrates strong local fundamentals and resilience of the South African investment environment.

“The sellers and advisors are especially excited about the creation of tangible wealth in the hands of RTT’s previously disadvantaged black employees who participated and were rewarded via their ownership interests in the RTT BEE Trust. We are confident that the new shareholders will continue to invest alongside management and staff thereby entrenching RTT as a stand-out best of breed logistics company not only in South Africa but ultimately across the continent” Gavin.jacobson@rmb.co.za | http://www.rmb.co.za/corporate_finance.asp

Financial and Systems Due Diligence Provider to the Purchaser

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Mickey Bove, Partner Transactions and Restructuring and Pieter Jacobs, Associate Director led the team at KPMG Services Proprietary Limited who advised Ethos Private Equity. n

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DEAL DIARY www.acquisition-intl.com

Support Services Deals

Bureau Veritas acquisition of Sistema PRI Bureau Veritas has finalized the acquisition of Sistema PRI, a Brazilian company, specialized in project management assistance.

Sistema PRI provides services to the transportation, building and energy sectors. Its offering includes construction project management assistance, supervision of works, planning, technical studies and technical assistance.

acquisition of

Established in 1982, Sistema PRI is based in São Paulo and employs around 800 people. In 2013, the company’s revenue was approximately EUR 40M (BRL 117M).

With this acquisition, Bureau Veritas diversifies its service offering and customer base in the Brazilian construction, infrastructure and power sectors and strengthens its global leadership in Construction Verification and Control by extending it to a new geography with high potential for growth. Boosted by a public investment plan, the transportation infrastructure (highways, railways, ports and airports), the energy industry (generation, transmission and distribution), and the social housing and sanitation sector, are booming in Brazil. Project management assistance services have generated double digit annual growth during the recent years.

M&A Adviser

Camaya Partners Financial & Tax Adviser

Didier Michaud-Daniel, CEO of Bureau Veritas, said: “Bureau Veritas is already a leading provider of industrial services in Brazil, principally in the oil & gas sector. This acquisition will enable us to diversify our offering to take advantage of the opportunities that rapid urbanization will bring in a country that is investing significantly in the development and renovation of its transport and energy infrastructures.”

José Carlos Teani, Managing Director of Sistema PRI, added: “Joining forces with Bureau Veritas is an excellent step for our company. We will leverage Bureau Veritas’ network to roll out our activities in Brazil, in other Latin American countries and in new market segments such as oil and gas.”

Legal & Labor Adviser

Bureau Veritas now employs over 4,300 staff members in Brazil, following this acquisition. n

Doherty Advisors, LLC 400 Madison Avenue, Suite 6A, New York, NY 10017 t: +1 646 213 2310 f: +1 212 213 9170 E: ir@dohertyadvisors.com

Grey Swan provides effective protection for investors concerned about equity tail-risk.

The program is designed to be reactive and profitable in both slightly descending markets and during adverse market events.

The program is cost-efficient, limiting premium loss in up-markets to 2%.

Highly customizable, Grey Swan can be tailored to suit investors specific protection needs and funded with 2% for margin.

76 Acquisition International August 2014

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TMT Deals

Newion investment in Maps Luxembourg-based software company MaPS (multi-channel marketing master data management system) announced in April a capital increase of US$1.7m, bringing the total amount of investment in the company to over US$3m.

MaPS, which provides data management software for multi-channel marketing and distribution, has announced Newion Investments as a new shareholder in the company, joining local investor Chameleon Invest. “MaPS claims the position of market leader in the multi-channel software market and wants to expand to reach its full potential,” said Thierry Muller, CEO of MaPS. “An experienced and professional software investor like Newion Investments will enable us to achieve this goal and further develop our business.”

Chan Park

Luxembourg-based law firm MOLITOR represented Newion during the deal, the first time the firm had worked with this investor. At the implementation stage, in mutual agreement between all parties, MOLITOR also represented MaPS, Chameleon Invest and Malta Innovative Capital Investment, a previous investor. “The deal went very smoothly and we did not face any particular difficulty,” said Chan Park, a partner at MOLITOR who led the team at the firm. In terms of business benefits, the deal will help Newion achieve their investment policy in the IT sector in the Benelux region, Park added.

has invested in

MOLITOR Avocats à la Cour acted as legal advisor to the Investor and the Company in this transaction

chan.park@molitorlegal.lu www.molitorlegal.lu n

The deal went very smoothly and we did not face any particular difficulty”

April 2014

Mobeus backing of CGI MBO Mobeus Equity Partners (“Mobeus”) is pleased to announce that it has provided a combined debt and equity package to support the £11.3m buy in management buy out of Creative Graphics International Limited (“CGI”). CGI is a leading designer and supplier of technical self-adhesive branding solutions, supplying external graphics, information and safety labels to a global Automotive and Aerospace customer base from manufacturing facilities in the UK and South Africa. The transaction was introduced by Smith and Williamson Corporate Finance and is the second Midlands advised deal that Mobeus has completed this year, following the MBO of Entanet.

CGI is a Tier One supplier of decorative graphics and regulatory labelling to Toyota, Ford and VW as well as being the dominant supplier of badging and graphics to the UK caravan market. CGI also supplies highly technical branding solutions to the aerospace market, working with Virgin Galactic, Virgin Atlantic and Ryan Air providing both internal and external branding for their aircraft, including Virgin’s iconic flying lady. A specialist in technical vinyl wraps, CGI was responsible for covering the US bobsleighs with an advanced ‘lighter than paint’ wrap for the recent Winter Olympics.

The transaction has been led by Peter Owen, the Group Managing Director, and Shaun Rosenstein, the SA Operations Director. As part of the transaction, Mobeus has strengthened the team by introducing Operating Partner Kevin Finn as Executive Chairman. Finn is a serial automotive sector entrepreneur and is currently Chairman of another Mobeus portfolio company, Motorclean. Mobeus has also introduced Mel Goodliffe as Sales Director with significant experience of the global automotive sector, and Simon Barrell as Finance Director, who has previously worked with a number of Mobeus portfolio companies.

The vendor, Steven Perry, will continue to be a shareholder alongside Mobeus and the management team. Mobeus brought Coro Capital, a South African based private equity fund, into the transaction ensuring a local presence in South Africa as well as additional automotive expertise.

Backing of

Management Due Diligence

Legal Adviser

Tax Adviser

CGI has 43 staff at its Bedford headquarters and 185 in its Cape Town operation, with overall group revenues in excess of £11m.

Alaco, the London-based business intelligence firm, provided management due diligence on this deal. www.alaco.com n

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TMT Deals

Dark Fibre Africa refinancing Dark Fibre Africa (RF) Pty Ltd (“DFA”) has recently announced that it has entered into a refinance agreement with a syndicate of lenders to provide R3.5 billion of corporate debt facilities. A.I. spoke to 2 of the lenders on this deal.

Mlungisi Phungula (Legal, Risk and Compliance Officer) Manoj Nathoo (Project Investment Officer) and Rudo Nyazika (Credit Analyst) represented the KZN Growth Fund. They commented: “The biggest challenge was the time required for approval. The client needed approval in about 5 weeks, which was less than the normal time taken in practise in this industry. The minimum time taken by most project financiers is about 3 months. However, all parties pulled together and worked within a tight deadline so as to ensure that the approval was granted in the required time.

“Our funding was primarily given in order to expand the fibre optic network in KZN. Hence, our funding led to better web and voice (cell phones) connectivity in KZN. This included benefits to tertiary institutions that can now communicate with its peers internationally via fibre optic cables at a much faster but cheaper method.”

Refinancing

Debt Providers

Zwide Mhlongo

Molesh Singh

Avishal Khusial

KGF’s R193m contribution was part of the initial consortium of funder’s contribution, which in total was R3.4bn. The other funders to the consortium were Absa, RMB and DBSA. KGF played a pivotal role in the early stages of the project by providing senior and mezzanine finance to DFA when the other funders had reached their prudent ceiling limits and could not provide further funding. buhle@kzngrowthfund.co.za | www.kzngrowthfund.co.za Liberty Group Limited were representing Liberty Financial Solutions. They were led by Avishal Khusial: Debt Originator, Molesh Singh: Senior Credit Analyst and Zwide Mhlongo: Senior Legal Counsel.

They commented: “The main challenges arose in executing the deal from a legal perspective and in capturing the commercial essence of the transaction in the legal documentation. We assisted in overcoming these challenges by engaging the client on the basis of the legal and commercial advice provided by the parties involved in the transaction and taking a pragmatic approach to facilitating the implementation of the deal.”

They continued: “Firstly, I think it raises the client’s business profile in the telecommunication markets. The deal is structured such that it gives the client adequate flexibility to expand its current network, engage in M&A activity to the extent that it is economically viable and engage in opportunistic transactions as they arise.”

They concluded: “This was a momentous deal for Liberty Financial Solutions in the telecommunications infrastructure space and we think it demonstrates our capability to participate in bespoke transactions that reference distinctive asset classes. Through participation in this deal we are confident that Liberty Financial Solutions can generate more commercial business with DFA and the Remgro Group as a whole.” http://www.liberty.co.za/Pages/liberty-landing-page.htm n

Panasonic acquisition of a majority stake in VIKO Japanese electronics giant, Panasonic, has acquired the majority stake, 90% of the shares, in the Turkish electrical equipment manufacturer, VIKO.

acquisition of a majority stake in

VIKO produces electrical wiring equipment, including switches, sockets, circuit breakers and other devices. VIKO, a Turkish manufacturer, maintains its leadership in the Turkish markets, as well as successfully representing Turkey in the global markets with 45% of its sales consisting of exports to 70 countries. The company’s product range includes power switches and socket outlets, group socket outlets, fuse boxes, accessories, low voltage switchgear products, smart meters and building automation systems. Turkey’s growth potential combined with its central location, as well as VIKO’s strong brand awareness and wide sales network, were listed as Panasonic’s motivations for its acquisition of the 90% stake acquisition, according to a press release by the Japanese company.

Paksoy is pleased to announce that Mr Serdar Paksoy (senior partner), Mr Togan Turan (partner), Ms Deniz Haupt (foreign associate) and Ms Hulya Bolukbasi (associate) represented Panasonic in this transaction. Paksoy advised Panasonic on the transaction’s legal structuring, and with the negotiation of the share purchase agreement, shareholders’ agreement and other ancillary commercial agreements.

About VIKO VIKO creates solutions for the transmission, use and more convenient supply of electric power in its industrial manufacturing plant located in Sancaktepe, Istanbul, with an indoor area of 60,000 square meters, which is recognized as the largest in Turkey in its sector.

VIKO’s product range includes power switches and socket outlets, group socket outlets, fuse boxes, accessories, low voltage switchgear products, smart meters and building automation systems. While VIKO maintains its leadership in Turkish markets, it also represents Turkey in global markets successfully with 45 percent of its sales consisting of export performed to 70 countries n

78 Acquisition International August 2014

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Acquisition International’s monthly lifestyle section

playHARD where gastronomes and wine lovers indulge

Join the Gentry Middlethorpe Hotel & Spa.

How to Buy‌ a Private Home Cinema.

Serenity, Beauty and Luxury at the Heart of the Guatemalan Raiforest Las Lagunas Boutique Hotel.

A Sound Investment The Top Ten Most Expensive Musical Instruments.

play HARD www.acquisition-intl.com

where gastronomes and wine lovers indulge.

Nestled in the heart of the West Berkshire countryside, a short distance from Stockcross and just an hour from London is the perfect Californian hideaway. Originally an 18th Century hunting lodge, today The Vineyard serves as a wine lover’s sanctuary.

For food and wine lovers alike, The Vineyard is perfect for R&R and indulgence. Each room is named after an iconic wine from around the world and if you’re really lucky you will stay in one the top-six suites that are named after the owner’s (Sir Peter Michael) wines; La Carrière, Mon Plaisir, Les Pavots, Point Rouge, Belle Cote and L’Après Midi. Luxurious and contemporary, all of the rooms have been furnished to the highest standard. Plump pillows, crisp linens, Italian marble and balconies with breathtakingly good views – you’re sure to get a good night’s sleep.

To put it plainly, the hotel’s ethos is wine wine wine and at its heart is the Judgement of Paris. The Judgment of Paris was a wine competition held in Paris on 24 May 1976, which ultimately transformed the world’s view of Californian wines. British wine merchant, Stephen Spurrier arranged a wine tasting for some of the leading French tasters, whereby he offered two comparable wines, one produced in France and the other California. The tasting was blind and the wines identities were concealed. As you can probably guess, the unthinkable happened and the Californian wines came out trumps!

Not restricted to new world alone, the hotel celebrates both new and old world wines. The cellar is one of the most renowned in the country and holds over 30,000 bottles, including the award-winning estate wines of the owner, Sir Peter Michael. Sir Peter Michael is a wine farmer who produces some of the finest estate wines in Knights Valley, Sonoma. His growing philosophy may be modelled on French tradition but it is infused with modern influence.

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During our stay we enjoyed the infamous Judgement Tasting Summer Menu, where the Head Sommelier gave us the chance to compete in our own mini version of the Judgement of Paris!

If you’re thinking of making a visit then the tasting menu should be high on your agenda! Though our taste buds are a far cry from expert, with a bit off guesswork we actually did quite well and the experience was a fantastic way to spend our evening.

At The Vineyard even the spa takes on the wine theme! Hailed as the champagne of spas The Vineyard Spa is the perfect place for a spirit-lifting experience. As one of the most highly-rated day spas in the UK, (awarded “5 Bubbles” by the Good Spa Guide”) they offer a complete escape to an oasis of tranquillity.

It’s certainly true what they say…the best company wine can keep is food, and neither disappoints at The Vineyard. Special enough for special events, The Vineyard makes a unique venue for weddings, corporate events, romantic weekends and all important time out with the family. It’s part of Sir Peter Michael’s mission, to spread the Californian love of service, generosity and world beating wines and as the hotel’s tagline promotes, customers come to eat, sleep and drink wine. n The Vineyard Stockcross Newbury Berkshire RG20 8JU 01635 898415 reception@the-vineyard.co.uk www.the-vineyard.co.uk

Summer Tasting Menu Cream of asparagus velouté, white balsamic gel Bordeaux Blanc, Clarendelle, Bordeaux, France 2011 vs.

Morlet Family Vineyard, Proportion Doree, Knights Valley CA, 2008 Guinea fowl and parsley terrine, orange, chicory, almonds Mondolin, Riesling, Monterey, CA, 2012 Lyme Bay monkfish, green and white asparagus, fennel Bourgogne, Chardonnay, Pierre Bouree, Burgundy, France, 2011 vs. Ferrar-Carano, Chardonnay, Sonoma County, CA 2012 South Coast brill, girolles, rocket, chicken jus Bourgogne Rouge, Le Vieux Quartier, Pinot Noir, Burgundy, France, 2010 vs. Waterstone Pinot Noir, Los Carneros, CA, 2011 Corn fed Tidenham duck breast, spring carrot, wild rice Haut Medoc, Hau Medoc de Giscours, Bordeaux, France, 2004 vs. Notre Vin, Cabernet Sauvignon, Cuvee de l’Etrier, Napa Valley, CA, 2007 White chocolate and passion fruit terrine, exotic purée, coconut Coteaux du Layon St Lambert, Domaine Ogereau, Loire Valley, France, 2012 English rhubarb savarin, poached in thyme, hazelnut cream Tattinger, Nocturne, Sec, Champagne, France, NV vs.

Schramsberg, Cremant, Demi-Sec, Napa Valley, CA, 2008

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Join theGentry Middlethorpe Hall, in York, offers flawless service, fine dining and a genuine sense of history and tradition, all in a beautifully-preserved, three centuries-old country residence.

Located within the historic city of York, Middlethorpe Hall is a country house built in 1699 of mellow red brick with limestone dressings, for a wealthy businessman from Sheffield. In the 1980s it was bought and reopened as a luxury hotel, restaurant and spa.

The restoration, conservation and conversion into a country house hotel has clearly been carried out to exacting and historically accurate standards.

The building, which stands in 20 acres of grounds, has been elegantly decorated in an 18th century style. The large entrance hall features a stunning oak staircase and chequered marble floors. The public rooms are furnished with antiques and fine paintings and look out over the sweeping lawns and parkland. The resulting impression is that of a well-kept, well-furnished private manor house, rather than a 29-bedroom hotel.

The 20 acres of manicured gardens and parkland which surround Middlethorpe Hall are also the result of a transformation – from a rose bed and nettles to a parterre that now includes a fragrant rose garden, intriguing walled garden and romantic meadow which leads to a lake surrounded by beautiful specimen trees.

There is also a ha-ha wall (a wall, popular in the 17th and 18th Century on country estates of the landed gentry, designed to be invisible from the house, ensuring a clear view across the estate.)

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Impeccable service comes, of course, as standard.

Today, Middlethorpe Hall is renowned for its imaginative cuisine and its panelled dining rooms which overlook the manicured gardens. The gardens surrounding Middlethorpe have also been extensively restored and replanted. What remains of the previous garden includes a tall cedar al Lebanon on the main lawn, a mature red oak in the spring garden, a Turkey oak giving shade to the south east of the house a line of beech trees on the west boundary, as well as a specimen sycamore and lime trees.

Guests can relax before candlelit tables in the panelled dining rooms and enjoy antiques reflecting the tastes of several centuries. The dining room is an oasis of calm, where guests leisurely dine overlooking the magnificent view of the gardens and parkland. Nicholas Evans’ superb cuisine has won many accolades over the years.

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The hotel also boasts a health and fitness Spa built behind the handsome façade of two listed Edwardian cottages. This offers guests a range of facilities, from Decléor, ESPA and Jessica treatments with trained therapists, to a swimming pool, sauna and gymnasium.

Middlethorpe Hall exudes a comfortable, luxurious atmosphere – and the hotel’s individual guest rooms and cottage suites are no exception.

The twenty-nine comfortable and fully equipped bedrooms, each decorated individually, are located both in the house and in the attractively restored 18th century courtyard next to it. There are several room types ranging from single rooms to a deluxe suite in the main house. Ten of the rooms are in the main house, seventeen in the 18th century classical courtyard, as well as a garden suite and two cottage suites in an adjacent cottage.

Ten bedrooms and suites are located in the historic main house. Situated on the first and second floors, and accessible by a lift, they are characterized by very high ceilings, large sash windows overlooking the south lawn or the beech avenue.

Inside the main house, the best rooms are the four-poster bedrooms. These two spacious four-poster rooms overlook the south lawn, and both have a king-size bed and are furnished with antiques and fine paintings as well as more modern amenities.

There are also two suites in the main house, one of which is the Duke of York Suite, named after the stay of His Royal Highness Prince Andrew. Decorated with antiques and fine paintings, it includes a fireplace, living room and a “coronet” king-size bed.

There’s plenty to do in the surrounding area, too. Horse racing fans are certainly well catered-for – Middlethorpe Hall overlooks the famous York racecourse.

The city of York, a short distance from Middlethorpe Hall, is one of Britain’s most historic cities, and is still surrounded by its medieval city walls, which enclose some of the most splendid urban architecture in the British Isles, including York Minster cathedral, the medieval street of the Shambles, the castle and a vast number of other fascinating buildings and museums. n Middlethorpe Hall Hotel, Restaurant and Spa Bishopthorpe Road, York, YO23 2GB Tel: +44 (0)1904 641241 Fax: +44 (0)1904 620176 info@middlethorpe.com www.middlethorpe.com

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Costs vary considerably depending on the layout, design, AV equipment and optional extras. A very basic system and room can be put in place for about £20-£30,000.

A system in the £500,000 bracket is relatively standard. Seats cost from about £3,000 each.

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How to Buy…

a Private Home Cinema

You’re probably used to getting the best seat in the house, the best view and an altogether unrivalled and privileged exp erience. Whether you’re jett ing to New York, enjoying a in Theatreland or lapping up show the Formula One circuit and circus in Monaco; you’re use having it your way - always. d to The same is probably true of your private residences, where you enjoy the best furnishings , entertainment systems and, naturally, the prime location.

There is one thing which you may not have thought of inc luding though– the private cin Perhaps it is time to change ema. your mind and head for the movies?

Three of the best 1.

2.

3. The $6m one

An amazing space to watch those sci-fi and creepy movies, this home theatre in Connecticut came in for $2m (apx £1.2m). Complete with batmobile, batsuits, 180 degree screen, gargoyles, elevator, and ubiquitous bat symbols aplenty. It even has biometric access and secret tunnel to exit.

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One of the greatest films of all time, it is only fitting that the sets of the 1999 hit film The Titanic have been the inspiration for a private cinema. Resplendent with a starry night sky and with a motorised bookcase giving access to a private bar, it is turn of the century luxury personified in the heart of Tennessee.

Belonging to Jeremy R. Kipnis, a recording producer and film director, this home theater takes things to another level. Built at a cost of about £3-4m and taking three years from conception to completion, Ciné Beta is a cavernous venue. It has to be though, with Kipnis having accumulated some 125,000 records, 16,000 LaserDiscs and 34,000 CDs,and DVDs.

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British-based tabloid newspaper The Daily Mail recently reported that a new and modern mansion is ready to be occupied in Weybridge, Surrey, UK. Said to be the ultimate family home, the developers expect it to attract high levels of attention thanks to the quality it offers.

Comprising two wings, eight bedrooms, a 1,700 bottle fine wine cellar and an entertainment space for up to 200 guests, Furze Croft is a beautiful home. Complete with indoor and outdoor pool, customised bar, marble floors throughout and 1.74 acres of garden, the next owner will certainly enjoy living, entertaining and relaxing here.

For many though, the real attraction will be the private cinema which awaits its new family next to that impressively stocked wine cellar.

Located on the ground floor, it is reminiscent of the small independent and boutique cinemas that are such gems to come across when in London, New York or Sydney. With wood-panelling and tiered seating for your guests, (not all 200 though! – 4 – 20 seats is the accepted standard), this most intimate of personal cinemas truly is the space in which to catch the classics, Hollywood blockbusters or even the morning newspaper review from BBC World News.

Once the preserve of Hollywood directors and producers, these personal film screening rooms are a step up from the private hire cinemas around the country too.

This is your space to use as you wish, to watch the films you want, when you want. It is quite easily the best seat in the house - with the possible exception of your Eames Lounge Chair and Ottoman of course.

So How Do You Get the Best Seat?

Buying a brand new house with an inbuilt cinema may be one way to live a little like Steven Spielberg or Danny Boyle. It is not the only way however, with a number of dedicated companies able to design and install a cinema or multimedia room to meet your exacting needs with a bespoke product you’ll never tire of.

The first thing you need to do is contact a private cinema or home theatre manufacturer/provider. They have the expertise, experience and knowledge to ensure that you get the layout which is perfect for your space and will sit comfortably in your home in regards to design and construction. A state-of-the-art personal theatre is a heavy thing, with reclining cinema seats, expensive and heavy audio/visual (AV) equipment, air-con, lighting and any of the exciting options you would like to tailor into the space.

They will work with you to decide on the décor too, no matter how individual your taste. Home cinemas can be designed to suit any theme – from something classical; harking back to times past, something contemporary with a twist or, perhaps, something a little different. Take a look at three of the best for just how far you can go.

It really is all about the seat Though the décor and design of the room is very much the fun element, allowing you to let your imagination run away with you, the most important aspect is probably the seat. You need to be comfortable when watching a movie of course. Fortunately, there are many designs and designers available – from classic leather recliners, curved love seats or multi-seating straight or curved rows. Completely bespoke seating can also be designed.

Cinema seats not only come in a range of sizes and shapes but the materials and colours can also be matched perfectly, even with a standard set-up. With options such as cup holders, trims, mobile device stands et al to select from, you can really make sure you’re sitting comfortably.

No. It is not all about the seat As much as the seats within your cinema are essential to get right, the really important aspect is the selection of the AV equipment you choose to power your movies with. Today, you can replicate the full four-dimensional experience that the biggest cinemas provide, with professional grade 4K ultra high resolution projectors and fibre optic lighting, 3D capable diagonal circuit IMAX screens, DVD/Bluray megachangers multi-channel surround sound) speakers, subwoofers and amplifier. Naturally, that is a lot of kit and as such, you will also need a commercial grade heating and ventilation system in all probability.

Spending time getting this bit exactly right and connecting it to your central house systems perfectly is important. If this aspect does not succeed your much lauded home cinema will not succeed. Not so much Avatar as John Carter.

Depending on the design of your private cinema, the length of the build could be anything from days and weeks to months. A combination room including a home cinema, bar and “ready room” based on a Star Trek design took six months to build for example.

It’s about the movies – of course!

Now you have the best space to watch your favourite films and TV programmes, perhaos you would like to go one step further. It is possible to watch certain cinema releases at home - in the very same day that they are launched. BT has teamed up with Curzon cinemas to offer a limited range of new releases to their BT TV customers for example. However, more excitingly is the prospect of having your very own premiere of Hollywood’s latest blockbusters.

That is exactly what Prima Cinema and Universal Studios are offering. Having installed the digital box from Prima and suitable system, you can be watching the very latest box office smash for just $500 a viewing (£300).

There are a few conditions you have to ensure you comply with such as your home cinema not having any more than 25 seats. Accessing your chosen movie is the very epitome of cool too, with the digital box integrated with a secure fingerprint reader to validate your identity. You will also be entered into the “Bel-Air Circuit”. An exclusive club of people able to see theatrical releases at home, it boasts such luminaries as Ari Emanuel, George Clooney, and Seth MacFarlane.

The Prima service is presently up and running in a number of states in the US, including California and New York. With Florida also on the list, your residences the other side of the pond could soon be hosting lavish premiere parties for your friends. However, it is unclear when Prima will get the authorisation to extend its service to UK shores. n Featured Room Designers: Casa Cinema Design (www.casacinema.com) (TITANIC) Cinema Tech (mycinematech.com) Featured System Designers: PAVE (www.proave.com) (TITANIC) Elite (www.elitehometheaterseating.com) (BATCAVE) Acquisition International August 2014 85

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Serenity, Beauty and Luxury at the Heart of the Guatemalan Raiforest Set in the heart of the Mayan jungle, the stunning fourstar Las Lagunas Boutique Hotel in Guatemala looks like a floating paradise, seemingly sitting upon the Laguna Quexil (Quexil Lake). A short trip from Mundo Maya Airport, (or a short helicopter hop from La Aurora Intl Airport), the small villages you pass en route indicate nothing of the serene beauty awaiting you.

area to while away the hours as the sun dips below the horizon, it is tailor made for ordering room service with friends and loved ones. Perhaps an Old Fashioned in hand listening to the chattering of the immense native wildlife? The Jacuzzi is also a constant temptation to submerge yourself, relax and unwind within.

Spread across more than 200 acres of the Peten Rainforest, the cabaña style hotel sits in the Las Lagunas Private Reserve, offering opportunities for walking, adventure and relaxation in equal measure.

Just moments away from the local ruins of Tikal, Uaxactún and Yaxhá, it is also a wonderful base to explore the intriguing culture of this fabulous country which the hotel can arrange for you.

The bathrooms each offer an invigorating cascade shower, while the air conditioning allows you to set the temperature in your space perfectly. The suite is also equipped with iPod dock, satellite TV, security box and minibar, whilst the main building has a good Wi-Fi connection to keep up to date with events in the real world.

A Vision of Conservation and Comfort When you first arrive at Las Lagunas, you are greeted by what appears to be a hunting bungalow of years gone past. You would be right to think this - the foundation of this oasis of perfection was once a private lodge dedicated to conservation. With the entrance lobby complete with mounted deer heads, it still sets the scene for a wonderful retreat.

The hotel offers 17 suites, each of which wonderfully embraces the ecological credentials and ideals of the hotel. Equipped with modern yet sensitive modern conveniences that will keep you inside for far too long than is probably polite in such a wonderful country, there is a choice of Master Suites or Waterfront Suites.

Every Suite is Special Each Master Suite at Las Lagunas has been carefully and considerately positioned with a lofty position in the Rainforest which the hotel itself describes as something akin to a bird’s nest. The raised elevation certainly ensures that each of the five suites offer excellent views which, though not quite alongside the feathered residents in the canopy of the forest, certainly creates an intimate and special space for your holiday as comforting as the warm embrace of an avian snuggery.

Blending effortlessly into their surrounding environment, the suites are the epitome of tranquillity. The bedroom area is spacious, affording you with 80 square metres to enjoy. It is also luxurious to a tee with the comfortable and welcoming bed clothed in the finest sumptuous Egyptian cotton and feather duvet tempting you in at the end of another thrilling day and tempting you to stay for longer at the start of the next.

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A wonderful space for all, the 12 Waterfront suites of La Lagunas make a delightful choice for couples and certainly offer the perfect honeymoon location. With their position on the Quexil Lagoon, romance can surely never be far from your thoughts as you soak up the tropical waterscape.

Each suite is accessible along a network of elevated paths, presenting you with a real taste of the jungle, which just begs to be explored. Perfectly graced with fine cotton bedding and the cascade shower, the other elements of the Master Suites are also replicated here.

The private deck complete with Jacuzzi is also feature here too of course, allowing you to relax and unwind with your favourite drink from the impeccably dressed and spoken room service staff – in keeping with all members of staff.

A Gourmet Experience in the Heart of Guatemala Though it is tempting to enjoy the evening amid your private retreat, as many guests so understandably do, missing out on the main Shultan Restaurant which enjoys the most spectacular views of the lagoon would be a mistake. Though every dish can be prepared for room service, the wonderful atmosphere and location of the restaurant is to be savoured.

The internationally-experienced resident chef will pamper you with an expertly sourced fine blend of local flavours in every dish. With house and chef specialities regularly making an appearance on the menu, the freshest ingredients are selected from local markets each morning.

The bar too is excellently stocked. From carefully selected wines and spirits and popular international brands, an extensive bar menu will in all likelihood

contain your personal favourite. If not however, the expert mixologists will be able to create a wonderful classic cocktail, a house signature combination, or await your exacting instruction.

Expeditions and Experiences to Excite The hotel also offers guests a wonderful outdoor pool, it too languishing with a lagoon locale affording magnificent views for sunlovers. The poolside bar, offering drinks and snacks through the day, is a great area for simply relaxing when trips out to the local sights, such as the wonderful seven-day birding expedition taking in three sites across Peten, are not on the agenda.

There is far more to do in the hotel than worship the sun all day however, with the Nature Reserve a delightful experience. With a feeling of suitable exclusivity, the organised two hour expedition, conducted in partnership with CONAP (Consejo Nacional de Areas Protegidas), starts every day at a very sociable 3.30pm.

Each group has their own personal guide, who also acts as host and chauffeur in the hotel’s very own fleet of All Terrain Vehicles. With a stunning array of flora and fauna living among this wonderfully preserved example of the Guatemalan tropical jungle, ocelots, margay tigers, deer, wild pigs are just some of the wild rescue animals you can look forward to getting up close and personal with. A visit with “Muñeca” our resident female danta, (tapir), is another joy.

With five lagoons spread over the entire reserve area, the country’s renowned colourful birds are also wonderfully common. Within the main lake, upon which the main hotel buildings sit, there is Monkey Island – a breeding and protective reserve for our howler monkeys. With organised tours able to visit the island, and even a chance of feeding the monkeys, you will be entranced by the charm of these wonderful little creatures.

With a spa imbibing the very nature of relaxation offered at the hotel too, a visit to Las Lagunas Boutique Hotel is an experiences to resonate with you upon arrival and long after you touch down back home.

The best idea? Talk with the hotel concierge, ready to accommodate your every need, and arrange your very next visit as you depart. n

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A Sound Investment The musical press worked itself up into somewhat of a crescendo this month, as it was revealed that an 18-year-old boy had been loaned a rare Stradivarius violin with an estimated worth of £1m.

The owner of the violin, John Ludlow, loaned the precious gift to Robert Ruisi in recognition of the similar start in life the two musicians have shared. Both are from Edgbaston, Birmingham, UK and both attended the King Edward’s School in the city - the famous independent boy’s school founded in 1552 by King Edward VI of England and Ireland, son of King Henry VIII. Roberto will take to the stage with the instrument in a number of high profile performances this year. This will include performances at the BBC Proms, ‘The World’s Greatest Classical Music Festival’, which runs from 18 July – 13 September 2014.

With a value in the region of one million pounds, it is little wonder the 18-year-old violinist told the BBC his first reaction to learning of the gift was, “worry and perspiring”, but also a “pleasure” to be able to play such a fine instrument.

However, it is not the most valuable instrument that the world has ever seen. Here is our countdown for the World’s Top Ten Most Expensive Musical Instruments ever seen at an open auction.

10. Classical Guitar by Antonio de Torres c.1864 Sold in 2007 for $157,000 Antonio de Torres is thought by many in the world of classical guitars as the father of the modern instrument - and the basis for their construction still takes its cue from his creations. He clearly knew how good he was too - with every single one made from 1871 and beyond sporting his personally signed moniker.

His most expensive and sought after works, however, pre-date this.

9. Violin by Giovanni Batista Ceruti c.1794 Sold in 2009 for $158,500 Despite the use of inferior materials in the creation of his violins, due to the turmoil that wracked his home country at the time, Italian craftsman Giovanni Batista Ceruti created some of the finest instruments ever seen.

That they have stood the test of time for over 200 years is testament to his skills, passion and workmanship.

8. Viola de Gambia by Pieter Rombouts c.1708 Sold in 2009 for $212,500 This is one of the rarest musical instruments in the world and is able to trace its first recorded uses back to Spain and the heady aromatic setting of Morocco.

Created during the Renaissance, the instrument was still in performance use as early as 1997, as part of a recording by a number of popular music artists.

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7. Violin by Carlo Giuseppe Testore c.1701 Sold in 2010 for $218,500 A renowned maker of instruments including double bass, cellos and violas, this violin by Italian Carlo Giuseppe Testore has been favoured by classical musicians throughout the ages. A fine example of his work, this beautiful creation was sold complete with a nickel-mounted bow and case.

6. Violoncello by Gennaro Gagliano c.1765 Sold in 2009 for$362,500 Coming from a renowned family of string musical instrument makers, this creation took some time before it was finally attributed to the crafting hands of Gennaro Gagliano. It was not until experts undertook a fine and exacting dendrochronology analysis, in 2006, of the instrument’s design, material composition, pattern and style that a consensus was reached.

5. Viola by Gasparo Bertolotti da Salo c.1575 Sold in 2009 for $542,000 Musical instruments from the 16th century are a rare thing indeed and rarer still are those which are in perfect condition. This attracts a typically and suitably wide appeal for fine instrument collectors, ensuring a price equal to the instruments standing. That this beautiful example was created by the magical hands of Italian maker Gasparo Bertolotti da Salo simply underlines its importance and value. Thought to have produced just 60 items or so in his life, this particular example has been played by such luminaries as Léon E. Barzin and David Kates, both making their name as major contributors to the world-famous New York Philharmonic.

4. OM-45 Deluxe Guitar by C.F. Martin and Company from 1930 Sold in 2009 for $554,500 C.F. Martin and Company has been indelibly linked with the creation of acoustic guitars in the United States of America since the 19th century. Renowned for its use of steel strings in their design, this OM-45 Deluxe is one of just 15 such pieces made. One of them is known to have been played by singing cowboy Roy Rogers, while this one sold in 2009 was previously displayed in the Roy Rogers and Dale Evans Museum, Missouri, US. Exceeding all estimates by at least two times, the museum was no doubt delighted with the price realised.

3. Eric Clapton’s “Blackie” Composite Fender Stratocaster Guitar from 1956 & 1957 Sold in 2009 for $959,500 Favoured by rock musicians the world over from time immemorial, the family of Fender Stratocaster guitars have played some of the most electric concerts in the world. From Buddy Holly to Jimi Hendrix, these guitars have found welcoming and skilful hands to extract the music many of us have grown up with. This one, the

‘Blackie’, was used by Slowhand himself, Eric Clapton. A composite from three different guitars, each bought separately by Clapton, there were likely few ‘Tears in Heaven’ as this set a then record price when it went under the hammer.

2. The Hammer Violin by Antonio Stradivari from 1707 Sold in 2006 for $3,544,000 Talking of hammers, it is quite apt that The Hammer by renowned violin maker Antonio Stradivari is next in this list. Known to make the best violins in the world, the very best violinists always like to take to the stage with one of his creations in their embrace. Prior to its sale in 2006 this example was played to perfection by Japanese classical music star Kyoko Takezawa. It took its unique name from its 19th century owner, Christian Hammer - a Swedish collector of fine instruments.

1. Lady Blunt Violin by Antonio Stradivarius violin of 1721 Sold in 2011 for £9,800,000 The world of classical musical watched entrapped and entranced, and finally enthralled as this wonderful example of Stradivarius’ work went to sale in an online auction. To the best knowledge of experts, it is quite simply one of the finest examples of the Italian master’s work. Setting a new record by some margin, the thrilling auction took more than 90 minutes to reach its stunning conclusion, as two bidders eager to get their hands, fingers and chin on its beauty went toe-to-toe.

What made the auction even more special though was the final destination of the money raised. All proceeds from the sale headed directly to the Nippon Foundation’s Northeastern Japan Earthquake and Tsunami Relief Fund.

Though the above list comprises the most expensive instruments to go under the hammer, private sales which are not disclosed may well have seen some instruments go for much more. One instrument which recently came up for auction was certainly expected to go for a sweet, sweet, song.

Estimates for the sealed-bid sale of the rare ‘Macdonald’ Stradivarius viola, made in 1719, invited bids of over $45m. That would have eclipsed anything in the public domain up until this point and generated a very tuneful increase on its 1964 purchase price of $81,000. Regrettably though, the item did not attract a buyer, despite what has been described by the auctioneers as, “plenty of interest” from enthusiasts. n

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