Acquisition International December 2014 by AI Global Media

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bathstore MBO In June, specialist bathroom retailer, bathstore was sold by a UK-based private equity house as part of a management buyout. We find out from Gary Favell, bathstore CEO (right), about the finer points of this major deal. / 30

Strabag Acquisition of the Astoria Office-Commercial Project in Warsaw We caught up with Thomas Hohwieler, Managing Director of STRABAG Real Estate GmbH, to find out more about the deal. / 50

Cap Energy PLC Acquisition of Djiffere Licence Lina Haidar is Chief Executive of Cap Energy Plc. She speaks to AI Global about the company and its recent expansion into Senegal. / 42

Novartis Acquisition of GlaxoSmithKline’s Cancer Drug Business GlaxoSmithKline (GSK) is a science-led global healthcare company with a mission: we want to help people to do more, feel better, live longer. / 32

CAP Energy

On the Rise: Private Investigations 2014 We speak to Will Clayton, Director and Investigator at Bluemoon Investigations Group. / 86 Africa’s Successful Year for Sovereign Eurobonds EY’s Zemedeneh Negatu discusses Africa’s success in issuing Sovereign Eurobonds. / 77

Egypt

The Advisors Ltd.

Bustamante & Bustamante

Higgs & Kelly

Acquisition International December 2014

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 December 2014

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Editor ’s Comment Welcome to the December issue of Acquisition International. It’s that time of year when we take a look back at the major transactions, and the people behind them, that have shaped the business landscape over the past 12 months – our Deals and Dealmakers of the Year. And the timing couldn’t be better: our celebration of the biggest deals, and the hard work and expertise of the dealmakers behind them, comes against a backdrop of resurgent global M&A activity. New data from Dealogic shows that in 2014, Global Cross-Border M&A was at its highest YTD Volume Since 2008. Global cross-border M&A volume has reached US$1.02tr in 2014 YTD, up 45% from US$701.6bn announced in the same period last year and the highest YTD total since 2008 (US$1.07tr). Deal activity has also increased, up 5% year-on-year to 8,240 deals from 7,840 deals in 2013 YTD. The increase in cross-border M&A is driven by $1bn+ deals, with $628.0bn announced in 2014 YTD via 186 transactions. Volume is up 76% on 2013 YTD ($387.0bn), while both volume and activity are at the highest YTD total since the record highs of 2007 ($1.10tr via 269 deals).

Deal of the Year: bathstore MBO

In June, specialist bathroom retailer bathstore was sold by a UK-based private equity house as part of a management buyout. We take a look at the finer points of this major deal. /30

This is of course great news for dealmakers everywhere. And we hope you’ll be able to take more inspiration from our picks of the year’s biggest transactions. Firstly, we take a look at the sale, in June, of specialist bathroom retailer bathstore a UK-based private equity house as part of an MBO (p.30).

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

We also speak to the people behind Swiss pharmaceutical company Novartis’ acquisition of GlaxoSmithKline’s cancer drug business (p.32) and the acquisition of Driven Solutions by Innovation Group (p.46).

Legal Awards 2014 /10 We hear from two winners in our recent Legal Awards.

Elsewhere in the issue, we’ve spoken to the people whose skills and expertise mark them out as outstanding advisors in their respective regions sectors and sectors – our Leading Advisors (p.54).

Dealmakers of the Year /15-28 We look back at the people who made the best deals of 2014 happen.

In our down-time section, PlayHard, we wrap up for a stay at Sweden’s ICEHOTEL (p.114) and, in the spirit of the season, we take a look at Berlin’s best Christmas markets (p.118).

40/

46/ 47/ 48/ 50/

Deal Diary /104 Introduced by Zephyr/ Bureau van Dijk.

And of course there’s the usual news, insight and regional round-ups from around the business world. I hope that you enjoy the issue, and that you have a restful festive season – and here’s to a happy, productive and successful 2015.

PlayHard /115 Acquisition International’s Monthly Lifestyle Review.

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

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

34/ 35/ 36/ 38/

42/ 44/

We take a look at the increasingly important role played by mediators (p.76), and see how gender equality in business offers an opportunity to promote positive social change, as well as profit (p.89).

How to get in touch

9/ 30/ 32/

Find us on/

52/ 54/ 70/ 72/ 75/ 76/ 77/ 78/ 79/ 80/ 82/ 85/ 86/ 88/ 89/ 90/

@acquisition_int

92/ 102/

Sector Talk Deals of the Year bathstore MBO Novartis Acquisition of GlaxoSmithKline’s Cancer Drug Business RDI Corporation Acquisition of SIRS Inc Bionomics Acquisition of Prestwick Chemical EFG Hermes Acquisition of Stake in EDPR France FW Asset Management Acquisition of Stake in Technology Frontiers India NCS Software Ltd Acquires Chameleon Technology Pty Ltd Cap Energy PLC Acquisition of Djiffere Licence ITS Technology Group Acquisition of Networks by Wireless Assets Innovation Group Acquires Driven Solutions The Changing Face of Wyless Crowley Maritime Corporation Acquires Accord Ship Management (HK) Limited and Accord Marine Management Pvt. Ltd. STRABAG Real Estate Acquisition of the Astoria Office-Commercial Project in Warsaw Pension Insurance Corporation Invests £114m in University of London Student Accommodation 2014 Leading Adviser Review Ones to Watch in 2014: IP Experts Ones to Watch Chinese Companies on AIM – An Overview The Vital Role of the Mediator Africa’s Successful Year for Sovereign Eurobonds UAE EGovernment Initiative 2014 Global Accountancy Review Battle of the Seats: Vienna Rising to the top? Exploring 2015 Partnership Opportunities in... 2014: Growth and Trends in Relocation On the Rise: Private Investigations 2014 DD: An Essential Strategy for Corporate Growth Gender Equality: Opportunity for Profit and Social Good European Union Residency Permit for Non-European Union Citizens Q4 Review Global Expertise Directory

Acquisition International December 2014 3

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NEWS FROM AROUND THE WORLD

News: from around the world appointments New Singapore Operation, Leaders at Berkshire Hathaway Berkshire Hathaway Specialty Insurance (BHSI) has announced that it has received its non-life insurance license in Singapore, and named Marc Breuil as Regional President, Marcus Portbury as Head of Third Party Lines, and Peter McKenna as Head of Energy and Construction Casualty, in Asia. “We are pleased to bring the stability and capacity of BHSI to serve the commercial insurance needs of customers in Singapore,” said Peter Eastwood, President of BHSI. “With Marc, Marcus and Peter spearheading our entry into the local insurance market, we are pairing substantial expertise and local knowledge with our strong balance sheet from day one.” Under Breuil’s leadership as Regional President, BHSI is introducing a full range of commercial insurance products in Singapore, including commercial property, casualty, energy & construction, marine, and financial lines. n

Swiss Re Names UK & Ireland Country Manager Swiss Re Corporate Solutions has named Marc Davis as Country Manager UK & Ireland. Davis will be based in London and drive the company’s growth strategy in those markets. Tony Buckle, Head of Europe, Middle East and Africa (EMEA) for Swiss Re Corporate Solutions, said: “Bringing on board an executive with Marc’s experience demonstrates our strong commitment to the UK and Irish markets. Our strategy is to bring our products and services closer to local clients and brokers. Marc’s knowledge and reputation will serve us well to strengthen our presence in the UK and Ireland.” With nearly 30 years of experience in the insurance industry, Davis has worked in a number of leadership roles in customer relationship, account management and sales, dealing with global accounts as well as with UK retail clients. n

RFA Hires George Ralph as MD RFA, technology advisor to investment management clients, has announced that George Ralph has joined the firm as Managing Director of RFA UK. RFA also announced the January opening of two data centres that will be part of the firm’s plan to provide its full portfolio of services to the UK and European asset management community, including RFA Cloud, disaster recovery, and outsourced IT, design, and implementation services. Prior to joining RFA, Ralph founded and grew three separate technology companies. He has over fifteen years’ technical experience in network and server architecture, large scale migrations utilising leading technology and brands such as Microsoft, Linux, VMware, Cisco, and Hosted Infrastructure. “We are confident that George will play an important role in RFA’s legacy of providing industry-leading service and technology guidance to our clients,” said Richard Fleischman, CEO of RFA. “His history of strategic management and business acumen make him an important addition to our leadership team.” n

4 Acquisition International December 2014

China Is Undisputed Patent Leader Pharma driving surge, but quality is suspect; Huawei, Alibaba and Lenovo among top global filers. The Intellectual Property & Science business of Thomson Reuters, the world’s leading source of intelligent information for businesses and professionals, has released research outlining the patent landscape in China, and best practices for developing a strategic outlook on the emerging areas in the country’s portfolio. The new paper, Chinese Corporate Trends and Globalization for IP, identifies not only where China’s output has grown, but where it will go next and the best practices to capitalise on burgeoning areas of innovation. China’s rise in patent dominance and eclipsing of Japan and the US has long been predicted. In 2013, China not only passed, but dwarfed both countries’ patent output. Insight into the Chinese patent portfolio shows that, over a decade, the ratio of domestic to foreign applications has also shifted from just under 50% to over 75%. As a result, the Chinese rate of patent growth over the evaluated 10-year span dwarfs all competitors, as the country increased its overall invention patent applications from 40,000 in 2003 to over 600,000 in 2013.

•

• Key points outlined in the analysis include: • China Is Undisputed Patent Leader: China continues to overshadow other countries in published patent applications, publishing 629,612 patents in 2013, over 200,000 more than the US. This push is driven by a five-year plan in which the country has set out to reach two million applications for patents for inventions, utility models and designs by 2015. • Pharma Driving Patenting Boom, But Quality of IP is Suspect: China has nearly 80% of world share in patents for alkaloid/plant extracts, and around 60% of global share of pharmaceutical activity, general patents. However, these filings are held by thousands of individual inventors with a handful

of patents each, rather than portfolios maintained by universities or corporate entities that would be seen stateside. As a result, the quality of the IP is likely to be unstable. Domestic Innovation on the Rise, Foreign Filing Fails to Keep Up: Overall, 80% of China’s patents were filed domestically in 2013, leaving China’s foreign growth flat. The number of inventions filed abroad from China has grown from 13,005 in 2008 to 33,222 in 2013, however overall patenting has grown from 239,663 in 2008 to 629,612 in 2013, therefore the proportion has remained the same at 5.3%. Burgeoning Chinese Multinationals: While China as a whole is doing substantially less international patent filing than other regions of the world, a few leaders have emerged in the global patent landscape, including Huawei, ZTE Corp, Shenzhen Huaxing Optoelectronic, Alibaba Group, BOE Technology Gropu, Lenovo, Tencent, BYD, SMIC and Sany. Huawei was named to the Thomson Reuters 2014 Top 100 Global Innovators list last month. Planning the Next Five Years: The Chinese National Patent Development Strategy highlights the country’s plans through 2020, including seven strategic industries positioned for growth: biotechnology, alternative energy, clean energy vehicles, energy conservation, high-end equipment manufacturing, broadband infrastructure, and high-end semiconductors.

“Over the past decade, China has asserted itself as one of the preeminent players in intellectual property activity,” said Bob Stembridge, senior patent analyst, Thomson Reuters IP & Science. “By developing an IP strategy that accounts for China’s continued foray into the innovation landscape, firms can glean an advantage in this emerging market.” n

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NEWS FROM AROUND THE WORLD

Workers Struggle to Achieve True Potential in Global Firms Global study finds companies are failing to understand what motivates their employees.

Companies are unclear on what motivates their staff to learn and improve their skillsets, which is leading to wasted potential, according to a new global study released by EF Corporate Solutions. “Companies, especially multinationals, need to understand that there is no one-sizefits-all approach to motivating people, particularly when you’re dealing with a global workforce,” said Peter Burman, President of EF Corporate Solutions. “There are huge by-country differences; for example, competition-based techniques work well in Russia but in Sweden are one of the least-effective tools. In Brazil, on the other hand, rewards are the most effective technique. “Different factors motivate employees to start training from those that keep motivation levels up during a training program. Once companies understand these intricacies, they’ll start to see course take-up rates increase. Ultimately, you want to help people be the best they can be, but how you get them there depends on a lot of things.” The new global study, entitled Decoding motivation: global insight into motivational drivers of corporate training, is based on data from over 1,000 senior executives responsible for staff development, and covers 10 countries: Brazil, China, France, Germany, Mexico, Russia, Spain, Sweden, UK and the US. The report aims to shed light on effective motivational techniques and strategies. The study also found: • 53% of businesses say they often have issues persuading staff to begin and complete courses despite the majority of workers saying they are willing to learn. • There are big differences between countries in their willingness to undertake training. Some 62% of respondents in Brazil and 60% in China say employees are very willing to undertake training. By contrast European countries are more

•

sceptical and willingness is lower: Germany (32%), Spain (34%), Sweden, UK and France (all 38%). Employees in mature economies are harder to motivate: only 3% of respondents in Germany and 9% in the UK rarely have problems motivating employees to undertake training. 81% of respondents see ‘rational thought’ as having a role in motivation, most notably considerations of career and wage prospects. Companies therefore need to make sure that training has an expected tangible benefit, and that this is made clear to the employee. 57% of respondents see emotions having a role in motivation to begin training, most notably curiosity, enthusiasm & excitement. The employer can try to stimulate these emotions by generating intrigue around the training course and building a teaser campaign around its launch. Surprisingly, companies seem to think that responsibility for motivation to undertake training should lie mainly with the employee. Some 41% of respondents think motivation should be driven mainly by the individual, and another 13% think solely by the individual. This balance needs to be redressed if companies are to reap better returns from their training programs.

The report recommends that companies need to take more of an active role in motivation, and that putting all responsibility on the employee is a sure route to failure. They need to understand what motivates staff, bearing in mind that the factors will evolve as training progresses and are also likely to differ between countries. They need to create and implement effective strategies that take account of these motivational factors and incorporate a range of techniques. Only with effective motivation will the benefits of training be fully realised. n

Acquisition International December 2014 5

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NEWS FROM AROUND THE WORLD

2024 Holds Environmental Concerns for Young Accountants Survey of more than 4,500 Association of Chartered Certified Accountants students shows 81% feel the main impact on business in the next decade will be a decline in natural resources. Deterioration of natural resources, a global population explosion and financial market instability will be the main impacts on the global business environment in the next 10 years, says research from ACCA (the Association of Chartered Certified Accountants) published today on the 10th anniversary of the Prince of Wales Accounting for Sustainability Project (A4S). Conducted to mark the occasion, and on behalf of the of A4S Project, ACCA surveyed more than 4,500 ACCA students who were asked their opinions, as finance professionals of the future, about how global macro sustainability trends will impact businesses and the role of accountants in countering these pressures and challenges. A massive 81% said the main impact on business by 2024 would be a decline in natural resources; 70% said an increasing population would be impactful, with this seen as more prominent amongst respondents in Africa, South Asia and Western Europe (73%, 72% and 70% respectively). Instability in the financial markets was a major concern for 67% of respondents, with more prominence placed on this in the Caribbean and Africa at 80% and 72% respectively. Ewan Willars, director of policy at ACCA, said: “The sustainability agenda has accelerated in the last decade, and we congratulate His Royal Highness on the success of A4S and look forward to more decades working together to raise the issue of sustainability.

“The ACCA finance professionals of the future see the next 10 years as being one of change – they know that as finance professionals they will have to do more to provide businesses with more decision-making insight than now – such as forecasting and reporting on what might happen in the future, rather than recording what has happened. But they are attuned to this need and that bodes well for the future – one respondent said ‘It is only natural that the accountant should be most qualified to quantify the costs of environmental negligence and sustainability, and report these to other officers.’” Ewan Willars said: “True sustainability is where resources are maintained and where capital –whether natural, economic, social or human – is sustained. Good, effective sustainability policies are those which see business as being deeply connected with communities and the natural world, not separate from it. Accountants cannot afford to be isolated from this issue, and our research shows that they are willing and ready to be engaged, and to be part of a sustainable future.” Sarah Nolleth, Director of A4S, said: “Ten years on from the launch of A4S, significant progress has been made to develop practical approaches that integrate sustainability into financial decision-making, reflecting the interdependency between financial, economic, social and environmental outcomes. However, we will all see the consequences of global environmental constraints, especially the accountancy students who are at the beginning of their financial careers. It is this cohort who we need to encourage to adopt accounting for sustainability throughout their careers.” n

“But there is clearly more to be done. It worries me greatly that only a small majority, of 35%, see the world in ten years as being a better place to live. However it is positive that many more believe that sustainability issues will become more central to their area of work.

Acquisition International December 2014 7

SECTOR TALK www.acquisition-intl.com

Round-up of 2014 Looking at 2014â&#x20AC;&#x2122;s results to date, it is clear that a number of sectors stand head and shoulders above the rest when it comes to the volume and value of investment. In total, there have been 73,088 transactions worth USD 4,194 billion in the year to date.

2014 got off to a fine start in terms of aggregate investment value as USD 2,276 billion was ploughed into companies in the first six months of the year, according to Zephyr, the M&A database published by Bureau van Dijk. This compares well with the USD 1,990 billion invested in the second half of 2013 and the USD 1,652 billion injected over the opening six months of the previous year. Volume also remained robust as 41,545 deals were recorded in H1 2014. Although this represents a decline on H2 2013, it is still the second highest result since the first six months of 2007. The second half of 2014 does not look likely to reach such heights. Although there is still a month to go until the end of the year, the traditionally quiet Christmas period is not likely to throw up enough deals to bring volume and value up to the levels recorded in H1. So far there have been 31,543 deals with an aggregate value of USD 1,918 million since the start of July. However, at this point last year there had been investment of USD 1,510 billion across 28,382 deals in H2 2013. Those figures have now increased significantly (42,356 worth USD 1,990 billion), so maybe there is still hope of an increase on both fronts, or at least of a similar showing to the opening six months of 2014.

Figures refer to: Aggregate deal value (mil USD)

The most frequently targeted sector in 2014 to date is also the one which has notched up the most investment. The personal, leisure and business services industry has received USD 875,525 million across 13,794 deals so far. Value-wise this already represents a significant improvement on 2013, when USD 587,514 million was ploughed into companies in the sector, even though there is still a month to go until year-end. The same was true of the second placed sector (banking, insurance and financial services) which has received USD 812,786 million, compared to USD 716,795 million in 2013. However, it was a different story in terms of volume and the industry was ranked third with 10,715 deals, behind computer, IT and Internet services on 13,784. This suggests the latter sector had lower individual considerations as it placed fourth by value with investment of USD 467,608 million, just over half of personal, leisure and business services (USD 875,525 million). However, the yearâ&#x20AC;&#x2122;s largest transaction to date involved an oil and petroleum pipeline operator. In late November Kinder Morgan acquired Kinder Morgan Energy, El Paso Pipeline and Kinder Morgan Management in a restructuring deal worth around USD 76,000 million. All in all, the mining and

extraction industry has received investment of USD 437,239 million in the year so far. Second place was taken by Comcastâ&#x20AC;&#x2122;s USD 68,946 million acquisition of Time Warner Cable. The transaction was announced back in February and is currently under review by the Federal Communications Commission, although this review has been put on hold for the moment due to confidential programming agreements between the parties. Completion of the process has been pencilled in for early 2015. Other companies targeted within the top ten largest deals of the year are active in pharmaceuticals manufacturing and development, cigarette manufacturing, digital television programming and asset management, among others. In conclusion 2014 looks to have been a relatively pleasing year. H1 saw the highest aggregate deal value recorded since the second half of 2007, prior to the onset of the global financial crisis. This suggests that a recovery is well and truly underway, something which is borne out by steadily increasing values over the last few years. Although H2 2014 has not yet quite reached the same heights as the opening six months of the year, it is not far off the mark and there is hope that a few more deals over the next month could push investment levels up to a similar threshold. n

Figures refer to : Aggregate deal value (mil USD)

Deal half yearly value (Announced date)

Number of deals

Aggregate deal value (mil USD)

H1 2006

36,179

2,178,600

H2 2006

36,842

2,329,000

H1 2007

41,150

3,129,290

H2 2007

38,573

2,502,062

H1 2008

36,659

2,071,484

H2 2008

33,748

2,128,799

H1 2009

35,805

2,001,104

H2 2009

39,158

1,778,934

H1 2010

36,811

1,639,699

H2 2010

36,957

1,774,451

H1 2011

36,953

1,865,852

H2 2011

36,989

1,546,227

H1 2012

36,359

1,464,432

H2 2012

37,939

1,781,494

H1 2013

37,221

1,652,450

H2 2013

42,356

1,990,004

H1 2014

41,545

2,276,207

H2 2014

31,543

1,917,638

Deal type

Number of deals

Aggregate deal value (mil USD)

Acquisition

282,807

18,690,049

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

365,935 13,922 4,640 1,494 4,168 392 166 2

14,725,016 2,633,242 97,964 45,627 39,392 3,447 1,831 1,426

Figures refer to : Aggregate deal value (mil USD) World region (target) North America Western Europe Far East and Central Asia South and Central America Eastern Europe Oceania Africa Middle East

2007

2008

2009

2010

2011

2012

2013

2014

1,834,489 1,490,464 1,274,501 931,892 1,118,994 1,036,323 1,320,801 1,685,912 2,035,757 1,363,332 1,030,794 784,702 844,753

827,712

935,841

1,023,874

856,385

662,511

835,051

794,966 706,324

672,697

715,330

884,928

256,974

212,110

226,601

379,972 266,253

342,271

214,269

274,640

273,471

211,652

161,885

211,598 224,143

127,453

242,123

157,264

222,350 87,675 63,745

128,694 48,618 64,834

188,427 29,022 29,924

127,061 176,538 42,243 38,848 24,832 25,726

140,257 32,865 34,665

129,420 51,022 27,001

123,485 38,775 30,099

Acquisition International December 2014 9

LEGAL AWARDS 2014

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Hughes Hubbard & Reed LLP

Company: Hughes Hubbard & Reed LLP Name: Beatrice A. Hamza Bassey Email: beatrice.hamza.bassey@hugheshubbard.com Web: www.hugheshubbard.com Address: One Battery Park Plaza, New York, New York 10004-1482, USA Phone: +1 212 837 6778 Fax: +1 212 299 6778

Best New York Lawyer – Compliance

Hughes Hubbard & Reed LLP Beatrice A. Hamza Bassey has represented a roster of US and international corporations in a wide range of industries on issues along the full spectrum of compliance and anti-corruption matters. Beatrice A. Hamza Bassey is a partner in the New York office of Hughes Hubbard & Reed LLP, where her practice focuses on ethics and compliance and complex litigation. She sits on the firm’s Executive Committee and is Chair of the firm’s Africa Practice. Frequently quoted in The Wall Street Journal as an authority in compliance, she has represented a roster of US and international corporations in a wide range of industries on issues along the full spectrum of compliance and anti-corruption matters including the US Foreign Corrupt Practices Act and other international anti-bribery regulations. She circles the globe representing clients in various parts of the world, including interfacing with US and international regulators, pre-acquisition and post-acquisition due diligence, post-resolution obligations, risk assessments, whistleblower complaints, internal investigations, governmental inquiries and designing integrated compliance programs, as well as policies and procedures tailored to client’s specific needs. Clients frequently call upon Hamza Bassey to bring to bear her knowledge of the regulatory landscapes and multi-cultural environments in which they operate to help formulate viable, forward-looking options for mitigating risks of pursuing business opportunities in various parts of the world. She has advised general counsel and compliance officers as well as senior business executives, boards of directors, and audit committees of boards. Her recent work includes providing advice related to activities in Angola, Brazil, 10 Acquisition International December 2014

China, Gabon, Ghana, Kenya, Nigeria, Panama, São Tomé and Príncipe, Sierra Leone, Argentina, Seychelles, South Africa and the United Arab Emirates. Ms. Hamza Bassey has litigated and won many newsworthy and notable cases on behalf of clients in state and federal courts in the US, as well as in other jurisdictions. As a key member of the firm’s team representing the trustee liquidating Lehman Brothers Inc., she oversaw litigation with claimants and other major financial institutions involving over US$25bn in assets under the trustee’s control, as well as some of the trustee’s litigation in the United Kingdom. She successfully represented the government of the Republic of Seychelles in a high-stakes litigation in US federal court, which received extensive international press coverage. Ms. Hamza Bassey is a Fellow of the prestigious David Rockefeller Fellows Program of the Partnership for the City of New York, a highly-selective program that engages outstanding leaders in all business sectors to expand their influence and contributions in civic affairs and shaping the future of New York City. Ms. Hamza Bassey serves on the Anti-Corruption and Litigation Committees of the International Bar Association and is also a member of the American Bar Association, the Federal Bar Council and the invitation-only International Association of Defense Lawyers. She has served as member of the Judiciary Committee of the Association of the Bar of the City of New York, and in various other capacities including

as Secretary of the Litigation Committee; and as a member of the Committee to Enhance Diversity in the Profession which was instrumental in developing the City Bar’s Statement of Diversity Principles adopted by law firms and corporations in the U.S. She has served on several not-for-profit boards and currently sits on the boards of PowerPlay NYC, a not-for-profit organization dedicated to educating and empowering girls through sports and academic enrichment programs; Self Help Africa, an organization that works to empower and help women in rural African communities achieve economic independence; and the Nigerian Higher Education Foundation, a not-for-profit established by the John D. and Catherine T. MacArthur Foundation to promote excellence in higher education in Nigeria. She also serves on the advisory board of the Ron Brown Center LSAT Prep Program at St. John’s University, a pipeline program designed to prepare exceptional college students from historically underrepresented groups for success in law school and the legal profession. Ms. Hamza Bassey is a frequent speaker at bar, community and international programs. n

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LEGAL AWARDS 2014

Hughes Hubbard & Reed LLP

Acquisition International December 2014 11

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LEGAL AWARDS 2014

Year-End Round Up

Company: Dentons Name: Steven Geiszler Email: steven.geiszler@dentons.com Web: www.dentons.com Address: 2000 McKinney Avenue Suite 1900 Dallas, Texas 75201-1858 USA Phone: +1 214 259 0951

Dentons With more than 20 IP practitioners, including award winner Steven Geiszler, Dentons delivers solid results in Texas. Steven Geiszler’s practice focuses on matters involving U.S. patents and trade secrets. Widely recognized as a leading practitioner, Steven’s primary focus is intellectual property litigation, which makes him keenly aware of IP issues that should be addressed in corporate transactions or included in business strategies. He also counsels clients regarding their patent portfolios, including ways in which they may better focus patent prosecution (procurement) to protect their innovations or guard against competitors. Steven actively engages with Dentons’ transactional lawyers, bringing his valuable expertise to M&A deals involving sophisticated IP assets or similar non-litigation matters. Steven has the perfect combination of technical knowledge and legal skills to explain a technology client’s business to colleagues without

those skills and the relevant legal issues to those clients without a background in law. Although intellectual property issues are often assumed to be specific to technology companies, Steven’s work frequently involves advising companies in more traditional fields (e.g., banking and insurance) when intellectual property issues arise in M&A, financing or other types of transactions and in developing strategies when clients encounter patent litigation threats from competitors or other patent owners. Steven’s client list covers the spectrum from tiny technology start-ups to some of the world’s largest companies. These clients benefit not only from Steven’s individual expertise but also Dentons’ deep global resource of experience, which enables Steven to assemble a formidable team capable of handling

almost any issue or project. Dentons’ Dallas office alone includes more than 20 fulltime patent practitioners (many of whom have a PhD) with expertise in a wide array of technologies and industries. Steven’s firm, Dentons, is one of the ten largest law firms in the world—with over 2,600 attorneys in more than 50 countries. Dentons formed in March 2013 when international law firm Salans LLP and Canadian law firm Frasier Milner Casgrain LLP merged with SNR Denton, which itself was the product of a 2010 merger between U.S. law firm Sonnenschein Nath & Rosenthal and U.K. law firm Denton Wilde & Sapte. Now in its second year, Dentons is proud of the recognition the firm itself and its individual attorneys have received in many practice areas and around the globe. n

Acquisition International December 2014 13

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DEALMAKER OF THE YEAR

Carlton Strategy Advisors

Company: Carlton Strategy Advisors Limited Name: David McClelland, Director Web: www.carlton-advisors.co.uk Address: London SW20 8AG

Carlton Strategy Advisors Carlton Strategy Advisors is a commercial due diligence advisory services firm with clients across the Private Equity and Corporate Banking communities. David McClelland, Director, comments: “As reporting consultants, CSA’s services in the field of corporate finance transaction services are focused primarily on the lower-middle market. Within this space, SMEs laying claim to strong business IP and a differentiated commercial proposition can be highly attractive to equity investors and debt lenders given their potential ability to generate solid earnings growth. Growth and risk are often close bedfellows. Consequently, the sole objective of CSA’s work ethic is to deliver a comprehensive understanding of the health and character of a potential investee business or new-to-bank customer which will enable our respective clients to navigate the transaction process successfully. Our approach is scoped to provide an overview of the main sources of commercial risk and opportunity, assessing the SME as a business entity

trading in its chosen marketplace and providing our judgement on that company’s potential to meet revenue and profit objectives in line with stated business plans. CSA’s services are differentiated by being directorled and with a skills base that incorporates big-four professional services and international corporate management experience. As we enter out sixth year as an independent consulting firm, we have recorded client project work in a great number of industry sectors, ranging from nanotechnology surface science and sailing jackets to motorway traffic bollards and spent nuclear fuel storage demonstrating how CSA’s approach to commercial due diligence is process driven in line with client requirements and therefore sector agnostic.” n

“

As reporting consultants, CSA’s services in the field of corporate finance transaction services are focused primarily on the lower-middle market.

”

Acquisition International December 2014 15

DEALMAKER OF THE YEAR

www.acquisition-intl.com

DragonKnight Advisors

Company: DragonKnight Advisors Email: info@ dragonknightadvisors.com Web: www. dragonknightadvisors.com Address: 3 more London Riverside, London SE1 2RE, UK Phone: +44 (0)207 036 9440

DragonKnight Advisors Stephan Gaude, Founder and Managing Partner of DragonKnight Advisors. DragonKnight Advisors is an independent Corporate Finance Advisory Boutique based in Paris and London. Stephan explains: “We have the skills, experience, network and drive to provide creative and efficient solutions and independent advice. We’re a team of international, clever and proven financial specialists.” Over the past 12 months DragonKnight has been involved in several major transactions, two of which are highlighted below. • Labeyrie Fine Foods - March 2014 - €275 million high yield bond refinancing – DragonKnight acted as financial advisors to the issuer. • Labeyrie Fine Foods - July 2014 - share capital restructuring (exit of LBO France and entry of PAI Partners alongside the cooperative Lur

16 Acquisition International December 2014

Berri) – DragonKnight acted as co-advisors to the cooperative Lur Berri, alongside Natixis bank). Stephan led the advisory team on both transactions and describes what he believes makes for a successful deal. “Advisory teams in banks seem to value numbers to quality as they always seem to prefer organising broad auction processes. We see more value in identifying early on a few good partners rather than open discussions with many.

“We aim to listen to the client with a view to identify creative solutions within the original brief,” he continues, “Always being brutally honest and direct. “Usually the client will let you know if a transaction was successful – if he is satisfied then you know you have played your part.” With regards to the future, Stephan expects to see more of the same. “We would expect deal-flow to continue to be satisfactory but the overall process will continue to be slower than usual.” n

DEALMAKER OF THE YEAR

www.acquisition-intl.com

FBN Capital Limited

Company: FBN Capital Limited Name: Patrick O. D. Mgbenwelu Email: Patrick.mgbenwelu@ fbncapital.com Web: www.fbncapital.com Address: 16 Keffi Street, Ikoyi, Lagos, Nigeria Phone: +234-1-2798300

FBN Capital Limited Patrick O.D. Mgbenwelu is Director and Head of Debt Solutions at FBN Capital Limited. FBN Capital Limited is one of the leading investment banks in Nigeria, ranking number one for the second consecutive year in project finance, debt arranging and structuring. FBN Capital is a subsidiary of FBN Holdings which is one of the leading financial services organizations in Nigeria and has forged a reputation as a trusted and respected financial group across Nigeria and West Africa.

“The Oil and Gas sector has been busy with activity key from the Shell Divestment Programme, which they have projected to generate asset sales of over $5 billion to indigenous oil & gas companies in Nigeria. In addition, ConocoPhillips also announced the sale of assets worth $1.5 billion. In both of these events, the FBN Capital team has been deeply involved in providing debt advisory and debt arranging services.”

• Commence early engagement with potential debt providers; • Outline Risk Matrix and proffer Risk Allocation Strategy; • Hedge Strategy discussions; • Financial Modelling & Cashflow Sculpting; • Early identification of trouble spots; • Information management.

“We recognise that the financial needs of our clients are becoming more sophisticated. We are continuously investing in our people, processes and systems in order to provide our clients with optimal financial solutions” explains Director, Patrick Mgbenwelu.

Patrick describes the firm’s winning formula which proves successful time and time again when completing deals.

“With our experienced deal team, we have so far been successful in our deal winning and closing ability,” continues Patrick.

“We have the largest pool of experienced professionals compared to any other local investment bank and this has played a major role in the speed achieved on deliverables and our ability to achieve financial close.”

“Our approach to achieving the best and most efficient results is in our ability to effectively allocate our resources, many of whom have very strong sectoral expertise,” he says. “The success to date of the FBN Capital team has been built over three years by putting in place a robust platform for deal selection, execution, debt origination and closure. We have developed a very strong reputation with the local banks and are now being approached to partner with a select few international banks.” n

In the past 12 months, to date, the FBN Capital team has raised over $4 billion in a range of transactions, particularly in the Oil & Gas sector, as Patrick embellishes: “By end of 2014 we would have been involved in deals with a volume of just over US$6 billion.

A high level review of the firm’s deal structuring process is as follows:• Develop an appropriate transaction structure; • Develop a Financing Strategy;

Acquisition International December 2014 17

DEALMAKER OF THE YEAR

www.acquisition-intl.com

Paraskevas Law Firm

Company: Paraskevas Law Firm Name: Dimitris E. Paraskevas Email: dparaskevas@ paraskevaslaw.com Web: www.paraskevaslaw.com Address: 7 Asklepiou Street 106 79 Athens, Greece Phone: (+30) 210 3610333 Fax: (+30) 210 3645329

Paraskevas Law Firm Dimitris E. Paraskevas is the Managing Partner of top-rated Paraskevas Law Firm, the only Greek law firm ever listed in Financial Times’ “Most Innovative 50 European Law Firms” and the only Greek law firm with a branch office in London and an affiliate in Monaco. “M&A forms the core of our firm’s transactional work, paired with an unrivalled legacy in privatisation brought by Mr. Paraskevas’s former position as Secretary of Privatisation during three administrations for six years – a period that saw the Greek Privatisation Programme raise approximately USD 10 billion and Mr. Paraskevas being named Super Salesman by the Financial Times (1999). Mr. Paraskevas is also consistently ranked as one

18 Acquisition International December 2014

of the top M&A lawyers in Greece and one of the international leaders in M&A law worldwide by the major international legal directories and publications. “Our transactional practice is renowned for the size of the deals and the standing and diversity of our clients: we have assisted governments, international organisations and sector leading conglomerates active in anything from financial services to telecommunications and from construction to pharmaceuticals on over 150 transactions in excess of USD 400 billion.

“Amongst other mandates over the past 12 months, we advised the buyers in the two largest deals for 2014 in Greece: the acquisition by GSO Blackstone funds of 10% in Lamda Developments (the corporation selected for the development of one of the major State assets) and the approximately EUR 600 million capital injection by Capital Group funds to Eurobank (one of the four Greek systemic banks). Prior to that, we had been called on to assist as Greek counsel in the historical USD 130 billion acquisition of Vodafone’s stake in Verizon Wireless by Verizon Communications.” n

www.acquisition-intl.com

DEALMAKER OF THE YEAR

Scancorp

Company: Scancorp (Scan Capital Pty Ltd) Name: Marcus Salouk Email: marcus.salouk@ scancorp.com.au Web: www.scancorp.com.au Address: Unit 22, 76 Doggett Street Newstead Queensland Australia 4006 Phone: +61 7 3902 2400 or +61 400 183 234

Scancorp Marcus Salouk is Executive Director of Scancorp. He provides company profile of the firm, its key transactions and what the future holds. Overview and Approach With a 30 year heritage, Scancorp is one of Australia’s leading boutique M&A and Business Broking firms. Scancorp’s approach is based on: - Experience gained at tier-1 advisory, consulting and M&A firms - A combined experience of over $10B in transactions - Formal M&A methodologies applied to small and medium business sales

3. Sale of manufacturing business and freehold 4. Led a tender win against multi-national competitors as part of $40m contracted work 5. Facilitated merger of product innovation company with a manufacturer 6. Facilitated subsequent sale of the manufacturer 7. Led the acquisition of assets under administration against multi-national competitors 8. Sale of assets to a US based multinational 9. Sale of IP to a US corporation and subsequent sale of commercialized products as a going concern to a newly formed Australian subsidiary

Scancorp measures various KPIs eg: Sell-side: - total consideration achieved against client expectations - the number of prospects who were attracted by Scancorp

Scancorp operates under an Australian Financial Services License (AFSL) as well as state-based licenses.

Approach to Optimising Deal Outcomes Scancorp uses a formal methodology for Divestments and Acquisitions.

This requires the development of a robust business case and at least 12 months to allow the acquirer to assess the acquisition across a full economic cycle.

Target Clients Scancorp operates within a niche and is focussed on servicing the following types of clients: - High quality Australian businesses seeking to sell or acquire, - International companies wishing to enter the Australian market via acquisition, and - Business owners requiring support with complex commercial transactions (eg competitive tenders).

As an example, Scancorp’s approach for a sale campaign includes: - Detailed analysis of the business/assets to support efficient due-diligence - Thorough assessment of target acquirers including the strategic opportunity presented by the acquisition - Rigorous qualification of prospective acquirers - Strict management of client confidentiality - Formal and transparent due diligence processes - Supporting international acquirers with their entry into the Australian market - Supporting the parties to optimise the transaction structure - Supporting the acquirer with their post acquisition strategy and implementation - End to end project management of the transaction

Predictions for 2015 Over the past 12 months Scancorp has seen M&A activity within the $3m - $30m market increase substantially.

While Scancorp’s clients vary, many have enterprise value between $3m and $30m. Example Transactions A few of the transactions completed by Scancorp over the past 12-18 months include: 1. Sale of a Registered Training Organization to private equity 2. Sale of several large child care centres, medical centres and freehold

Buy-side: - the return on invested capital forecast by the acquirer against actual ROIC - the realisation of the synergies targeted in the acquisition

The firm anticipates a continued increase through 2015 due to: - Reduced Australian dollar which will make Australian assets more attractive to foreign investment - Roll-ups within certain industries that are ripe for consolidation - Increased acquisition from Asian and foreign investors seeking to diversify their wealth and obtain Australian visas n

Acquisition International December 2014 19

www.acquisition-intl.com

DEALMAKER OF THE YEAR

Pavia e Ansaldo

Pavia e Ansaldo Recently the partners of Pavia e Ansaldo, Mario Di Giulio and Caterina Luciani, have advised UniCredit Credit Management Bank (UCCMB) in a securitisation transaction whereby UniCredit S.p.A. sold a Euro 1.9 billion worth portfolio of non-performing loans to the European private equity firm AnaCap Financial Partners, assisted by NCTM. A significant portion of the portfolio will continue to be serviced by UCCMB. The transaction is among the largest of its kind in Italy to date. Pavia e Ansaldo is an independent Italian law firm with a strong international orientation and practice. Founded in 1961, it has offices in Milan and Rome in Italy, and in Brussels, Moscow, St. Petersburg and Tokyo abroad. The firmâ&#x20AC;&#x2122;s practice covers all corporate and commercial law areas from both a transaction and litigation perspective.

Company: Pavia e Ansaldo Name: Mario Di Giulio Caterina Luciani Email: info.roma@pavia-ansaldo.it Web: www.pavia-ansaldo.com Address: Via Bocca di Leone, 78, 00187 - ROMA Phone: (+39) 06 69516 1 Fax: (+39) 06 6793236/7

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All of the firmâ&#x20AC;&#x2122;s areas of practice are closely integrated and organized so that they can work in synergy to provide personalized and cross practice advice aimed at identifying the very best solutions for its clients.

From its establishment Pavia e Ansaldo chose independence and maintained steady relationships with major law firms in foreign jurisdictions, particularly in Europe, the USA and the Far East, in order to provide top quality cross-practice services, tailored to the needs of clients. n

www.acquisition-intl.com

DEALMAKER OF THE YEAR

Avondale

Company: Avondale Name: Tim Hardman, Managing Director Email: av@avondale.co.uk Web: www.avondale.co.uk Phone: +44 01737 240888

Avondale Tim Hardman is Managing Director at Avondale. He tells AI Global about the firm’s culture and the current business climate. Established in 1991, Avondale are masters in business sales, acquisitions and strategically increasing shareholder value. Avondale has genuine business acumen and is not only able to provide outstanding transactions but practical solutions and guidance to achieve, if not exceed, its clients’ expectations. “Our work is predominantly obtained via recommendation, a reflection of our technical abilities, strong service ethos and principles led approach,” explains Tim Hardman. “Providing trusted advice and realistic valuations is a key part of Avondale’s culture and also crucial to our success. Our advisors have indepth business understanding and work closely with clients to ensure they maximise transaction value. The same consultant works on the transaction throughout the process. When a deal is agreed, we don’t just leave it in the hands of the lawyers, we continue to orchestrate all parties ensuring that the transaction completes successfully whether that be for business sales clients such as Meter Provida, Delos Community and JSA Consulting Engineers or acquisitive clients such as Lakehouse.

We tailor the Avondale Framework, which has been carefully engineered over decades, with a view to exceeding our clients’ expectations wherever possible.” Avondale has witnessed deal activity back to prerecession levels accelerated by genuine economic recovery. The valuation gap between sellers and buyers is reducing as economic risk decreases and projections become more concrete and consequently funding has become far easier. “Going forward, we

can only see M&A activity further increasing.” Says Tim. “The business community feels happier about the world with economic growth becoming a reality and no longer optimistic green shoots. In Avondale’s recent Business Growth survey conducted amongst UK business leaders, 67% said that they were in growth mode rather than survival. 20% considered acquisition as their key route to growth and 35% were considering an acquisition in the next two years.” With regards to receiving the Dealmaker of the Year 2014 award, Tim comments: “We are delighted with the award; it is a genuine reflection of our reputation within the industry. The past year has been a record breaking year for us with exceptional deal values and volumes and, most crucially, our success rate hitting 81.6%. We would like to thank Acquisition International magazine and their readers for their recognition.” n

Acquisition International December 2014 21

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DEALMAKER OF THE YEAR

KBS Corporate

Company: KBS Corporate Name: Matt Clancy Web: www.kbscorporate.com Address: Oceanic House, Navigation Park, Waters Meeting Road, Bolton, Greater Manchester, BL1 8SW Phone: +44 01204 291 590

KBS Corporate In a deal worth a total cash consideration of £9.1m, Testconsult Ltd has been acquired by James Fisher and Sons plc. KBS Corporate is recognised as one of the UK’s leading company sales specialists, offering sales practice and consultancy to individuals and companies who are looking to either sell or acquire. With almost 20 years’ experience, KBS Corporate has demonstrated a proven track record with many hundreds of successful business transactions – using their buyer reach that extends throughout the globe spanning almost every market sector. They assist companies with a turnover from £500,000 up to £50 million and have developed a reputation for being pro-active, innovative and forward thinking -providing an all-encompassing service to both buyers and sellers.

KBS Corporate is a well established company that uses their unique approach to ensure that they fully understand each of the client’s individual circumstances and needs, allowing them to tailor their approach accordingly. North West-based Testconsult is a market leader in providing structural materials testing, structural investigation, foundation testing and instrumentation and monitoring services, operating across the whole of the UK, Ireland and worldwide. The deal was successfully concluded by KBS Corporate who identified buyers through their extensive and pro-active approach, utilising their widespread range of UK and International buyer contacts. Using a truly global approach, KBS Corporate identified in excess of 20 interested parties from both UK and overseas trade buyers, including interest from countries including France, Netherlands and

Australia. Such an approach generated a competitive buyer process with multiple offers received from a wide range of buyers. The first offer received for the company was £3.25 million, meaning KBS Corporate negotiated an uplift of £5.85 million on the initial offer and the final consideration received was in the region of x11 operating profits. Operations Director, Matt Clancy, commented: “We are delighted with the sale of Testconsult to James Fisher and Sons, the deal demonstrates our commitment to a truly global approach when targeting suitable trade buyers and our focus on maximising shareholder return for our clients.” This ‘strategic’ acquisition will extend and compliment the range of services provided by James Fisher’s Strainstall monitoring business. Strainstall has developed world-class systems to monitor physical and performance parameters such as load, stress, temperature, acceleration, pressure and displacement. The deal will aid James Fisher in expanding their activities in testing and monitoring with complementary skills, products and services and help to build on both companies combined strengths, particularly in international markets. Matt Clancy added, “Everyone involved in the deal worked hard to secure a successful outcome for our client, firstly in negotiating a significant increase on the first offer tabled then taking the deal from Heads of Agreement to completion within six weeks.” n

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DEALMAKER OF THE YEAR

Nurhadian Kartohadiprodjo Noorcahyo

Company: Nurhadian Kartohadiprodjo Noorcahyo (NKNLegal) Name: Sudiotomo Kartohadiprodjo Email: dudi@nknlegal.co.id Web: www.nknlegal.co.id Address: Plaza Bisnis Kemang 2, Jl. Kemang Raya No.2, Jakarta 12730, Indonesia Phone: +62 21 7179 1973/1978

Nurhadian Kartohadiprodjo Noorcahyo Sudiotomo Kartohadiprodjo is Partner at Law Firm Nurhadian Kartohadiprodjo Noorcahyo, also known as NKNLegal. NKNLegal was established in 2007 and is focusing on general corporate and commercial practices. It is consist of four Partners, namely Aji Nurhadian, Sudiotomo Kartohadiprodjo, Finsa Noorcahyo and Chandra Bima Prakasa, one Counsel, namely Prof. Budiono Kusumohamidjojo and 12 Associates. Sudiotomo Kartohadiprodjo has assisted in several transaction in the last 12 months, including: Together with Chandra Bima Prakasa, completed several transactions related to infrastructure industries, e.g.,: (i) assisting a borrower in USD 280 million refinancing of a 2 x 90 MW hydroelectric power plant; (ii) acquisition of fixed wireless business and infrastructure together with spectrum transfer, with transaction value approximately equal up to USD 350 million; and (iii) representing a telco company in completing two bilateral loan agreements each with principal amount approximately equal to USD 100 million. Together with Aji Nurhadian and Chandra Bima Prakasa, completed two right issue transactions of

PT MNC Land Tbk which is engaged in property businesses, each with issuance value equal to USD 240 million and USD 200 million. Together with Finsa Noorcahyo formulizing principles agreement for EPC contract of full elevated toll road in Surabaya, East Java. Assisting joint venture transactions in mini hydroelectric power plants by and between Indonesian company and European based company and also between Indonesian State Owned Companies. “Retained by a construction company which is specialized in power project and also retained by a power plant operator and assist this company in conducting share participation in a number of IPP projects”. Kartohadiprodjo comments: “From the above transactions, the USD 280 million refinancing was the most challenging, because : (i) it was not only a refinancing, but also covers a share

subscription transaction; and (ii) implementation of the refinancing documentation involving other stakeholders which have different interest over the assets and/or business operation of the power plant. In facing this kind of condition, we always upholding the commercial objective of the parties involved as the first priority supported by the suitable legal infrastructure.” Besides the above, the other partners of NKNLegal also involved in other infrastructure related projects. Kartohadiprodjo continues: “Infrastructure project is becoming the leading sectors of the Indonesian government programs. With its current portfolios, NKNLegal is hoping that it could take part in the upcoming power projects in the next 12 months and beyond. “The Indonesian government is now planning to roll out a new 35,000 MW power project programs. In this regard, it is expected that new implementing regulation for renewable energy for the above 10 MW is issued, because the ministerial decree level is still referring to the old Law which has been revoked.” n

Acquisition International December 2014 23

DEALMAKER OF THE YEAR

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Company: Court Collaboration Name: Anthony McCourt Email: info@ courtcollaboration.com Web: courtcollaboration.com Address: Floor 2, Two Snowhill Snow Hill Queensway, Birmingham, B4 6GA Phone: +44 0121 362 4777

Court Collaboration Anthony McCourt is Director at Court Collaboration. He speaks to AI about the industry and emerging trends over the last 12 months. Anthony describes the firm as: “A small company that does big things, Court Collaboration consistently punches above its weight. “We believe that property is not just about bricks and mortar but about the people we deal with. We have no set speciality and have turned our hand to both residential and commercial properties in the past twelve months. “Perhaps our biggest niche is that, as a young and thriving business which refuses to stand still, we continue to raise capital from across the world to help us compete with the bigger names.” As we approach the end of 2014, the global economy is starting to show definite signs of improvement. Anthony continues to explain which sectors and industries he has seen enjoying the greatest upturn. “Two deals which have included Chinese investment have proven to us that there is a huge appetite in the Eastern markets to invest in the UK. The first of these was the purchase of the Grade II listed 130 Colmore Row in Birmingham city centre. This was the first deal outside of London to be bought for a commercial purpose having been acquired by five high net worth Chinese businessmen. “The second was the purchase of the former headquarters of global chocolate manufacturer Cadbury. Having acquired the site, plans have been unveiled to transform the building into almost 100 luxury apartments in a leafy suburb of the city in which it is notoriously difficult to acquire planning permission.

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“Further projects include the purchase of a former Council House in Birmingham, which will be transformed into 18 of the most high quality apartments the city has ever seen; the acquisition of the iconic George Henry Lee building in Liverpool, and the redevelopment of the former home of HSBC bank in Birmingham. “In terms of sheer glamour, a project to build a series of luxury golf homes on the site of Astbury Hall, a 320-acre golf course owned by former rock star Ken Downing, has led to celebrity endorsement, property awards from International bodies and some of the most picturesque views you could ask for.” As we move into 2015, Anthony has clear foresight of the activity we can expect to see in the immediate future. “I think bigger deals led on a 100% equity basis and much more cross-border joint venturing will become the norm over the next two years. I’m also expecting a slight correction in the UK property market around late 2015, but nothing that will harm capital growth considerably.” n

Court Collaboration

DEALMAKER OF THE YEAR

www.acquisition-intl.com

Campbell Dallas LLP

Company: Campbell Dallas LLP Name: Tom Faichnie Email: tom.faichnie@ campbelldallas.co.uk Web: www.campbelldallas.co.uk Address: 23 Carden Place Aberdeen, AB10 1UQ Phone: +44 01224 623 111

Campbell Dallas LLP Tom Faichnie, Corporate Finance Partner at Scottish independent accountancy firm Campbell Dallas LLP, explains the technological momentum driving investment within oil and gas service companies. Campbell Dallas is one of Scotland’s leading firms of independent Chartered Accountants with a breadth and depth of expertise across all its service lines. These include audit and assurance, business recovery and insolvency, business advisory and business process outsourcing, tax compliance and tax consulting, litigation support, debt collection and corporate finance. The company has offices in Aberdeen, Glasgow, Perth and Stirling and currently employs 165 people including 17 partners. The award-winning company’s tax team were finalists in the Tax Team of the Year category of the 2012 Accountancy Age awards and the 2014 Scottish Accountancy awards. Tom Faichnie has more than fifteen years of experience in the finance industry. He joined Campbell Dallas LLP in September 2010 as corporate finance partner in Aberdeen. Tom specialises in financing, advisory and transaction support services across the energy sector. Prior to this he was business development director in the oil and gas team at Barclays Corporate and director at Deloitte. “There is no question that the Aberdeen market is buoyant despite recent financial and political uncertainties. For every negative story making the headlines in Aberdeen there are five positive stories surfacing. The truth is that good work is underway, especially within the private sector. At Campbell Dallas’ we’re working closely with investors and vendors. We have enjoyed a productive year advising major private equity houses and management teams. With our inside knowledge of this market, we can spot exciting developments. “The private equity houses we work with have interests across business sectors. Many are

focused on the UK market and have investments in a wide range of sectors. Aberdeen holds its own as a thriving city for innovation within energy services. Oil and gas services companies contribute to an investment portfolio because they offer an international focus and an economic cycle which is not wholly dependent on the UK. Many people are looking to invest in the oil field services industry, especially in good, growing, Aberdeen or Aberdeenshire companies. “In our work with Aberdeen based private equity house Maven, we have completed two transactions. These were for engineering services company RMEC and fabrication services firm R&M Engineering. In addition, by working with the Business Growth Fund we have sealed deals for subsea and downhole services provider Spex and oil and gas IT specialists Inoapps. These are examples of the solid state of investment in UK companies, and I believe it is set to continue at pace. “We work with firms focused on international expansion. This places less reliance on the North Sea market with supplementary opportunities in Australia, the Far-East or the Middle-East. Campbell Dallas has a great track record of finding the capital to help these oil and gas businesses expand. Many want to set up bases, others wish to employ business development personnel and some require overseas manufacturing.

“

There is no question that the Aberdeen market is buoyant despite recent financial and political uncertainties. For every negative story making the headlines in Aberdeen there are five positive stories surfacing.

”

“There are a number of transactions in the £5 million to £25 million bracket which are set to light up the market. Next year will benefit from these and many more deals in line to reach completion. 2015 may well beat 2014’s deal quota. Watch this space.” n

Acquisition International December 2014 25

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DEALMAKER OF THE YEAR

Zhong Lun Law Firm

Zhong Lun Law Firm Steve Zhao is a Partner at Zhong Lun Law Firm’s Shanghai Office, and is admitted to the New York State and PRC bars. Steve Zhao graduated from Peking University and obtained his Juris Doctor from the University of Missouri-Kansas City. Steve is a native Mandarin speaker and has exceptional English speaking and writing skills, having served as a literary editor for the University of Missouri-Kansas City Law Review.

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• •

Company: Zhong Lun Law Firm Name: Steve Zhao Email: stevezhao@zhonglun.com Web: www.zhonglun.com Address: 10-11/F, Two IFC, 8 Century Avenue, Pudong New Area, Shanghai 200120, P.R.China Phone: + 86 21 60613006 Fax: +86 21 60113555

Prior to joining Zhong Lun Law Firm, Steve cofounded Finesse Law Group and worked at Freshfields Bruckhaus Deringers’ Beijing Office and King & Wood’s Beijing Office. Steve has rich experience in inbound and outbound FDI, M&A, VC&PE, structured financing, real estate, carbon trading and investment and other legal matters related to doing business in, from or with China. A selection of his more recent experience includes advising: PE/VC/Structured Financing/Trust Investment • Zhongrong International Trust Company in designing and issuing trust plans for real estate and other investment areas; • Wins Capital in multiple real estate fund investment; • A Shanghai-based PE fund on investing in various alcohol, mining, pharmaceutical, biotech, chemical and manufacturing companies; • A Shanghai-based PE fund on investing in an automobile parts company; • A Hong Kong based VC fund on its investment in and exit from an Internet retail company, including establishing a the VIE structure without limits for the target company to give it access to the ICP license; • HSBC Private Equity on investing in a forestry company in China; M&A • Continental in handling JV investment and regional restructuring matters in China; • A investment fund in pursuing acquisition of a U.S. cosmetics company; • Rockwood Holdings in the sale of its non-strategic chemical businesses to Huntsman Corporation; • Ingenico S.A. in acquiring shares in a joint venture in the payment industry in China; • A Chinese infrastructure company on a share swap with the shareholders of a Hong Kong listed company;

26 Acquisition International December 2014

•

Hewlett-Packard on its acquisition of a minority stake valued at over RMB 900 million in HewlettPackard China from a Chinese State-owned shareholder; Tesco on pursuing the acquisition of a supermarket chain in China; 3Com Corporation on certain PRC-related issues in its US$882 million acquisition of a 49 percent stake in the Hong Kong incorporated Huawei3Com Co., Limited from Huawei; Danisco in acquiring certain Chinese food additive companies;

Inbound and Outbound FDI • Ingenico S.A. on forming a joint venture in the Netherlands with a Chinese electronics manufacturer; • CNOOC on investing in a potential energy project in the Middle East; • Enablence, a Canadian listed company, in forming a joint venture with Sunsea, a Chinese listed company; • Danone on entering deals for joint ventures with combined registered capital of approximately US$100 million and combined total investment of over US$200 million with China’s leading dairy producer Mengniu; • Ticketmaster on winning the bid to be the exclusive ticket supplier for the Beijing 2008 Olympics and on forming a joint venture with its Chinese partners in Beijing to supply ticketing services to the Beijing 2008 Olympics; • Pirelli on establishing a joint venture with a major Chinese tire producer; • Kone on its RMB200 million total investment joint venture deal with a major Chinese elevator producer in China; • a European biodiesel producer on establishing its EUR 82 million total investment WFOE in China; • a leading European refractory producer on its RMB125 million total investment joint venture deal with a top Chinese iron and steel producer in China. n

DEALMAKER OF THE YEAR

www.acquisition-intl.com

JRL GROUP

Creating Wealth Preserving Values

JRL GROUP

Creating Wealth Preserving Values

J R Laddha Financial Services

JRL GROUP

Creating Wealth Preserving Values

Company: J R Laddha Financial Services Pvt Ltd Name: Manoj Laddha Email: manoj.laddha@ jrladdha.in Web: www.jrladdha.in Address: 5th Floor, Nehru Centre, Worli, Mumbai – 4000 018 G 9820067366 ROUP Phone: +91

JRL

Creating Wealth Preserving Values

J R Laddha Financial Services

JRL

J R Laddha Financial Services, which recently advised Mumbai-based Riddhi Enterprises on the sale of its notebook business to Kokuyo Group, Japan, offers customized solutions in the areas of corporate finance, investment banking and wealth management to corporates, institutional investors and large family houses. GIndian ROU P Creating Wealth Manoj is Managing Director of J R Laddha Financial They specialises in inbound cross border transaction Opportunities in India Preserving Values Services Pvt Ltd, based out of Mumbai, India. The company is a three decade old and has a strong relationship across Indian corporates. Manoj has 20 years of experience in the Indian financial and corporate world and has a very sharp understanding of Investment Banking and Corporate Finance domains. He has travelled across the world with a special business focus on Japan. Under his able leadership, the company has rapidly grown in terms of depth and breadth of services offered, number of satisfied clients, extent of interfacing with institutions and creation of state-of-art infrastructure facilities.

He is also the active member of various business associations and has been part of various business delegations abroad. Recently, he was part of the investor conference at New York and thereafter at Madison Square to witness the historic moment where Indian Prime Minister delivered the memorable speech which gives significant impetus to potential American investors to invest in India. He helped the company to win many awards under his leadership including the prestigious award by CNBC TV 18 as the Best Financial Advisor 2013-14. The company has a team of more than 75 seasoned professionals along with dedicated research team which covers the Indian companies and has an in depth knowledge of many sectors. They regularly interact with the companies and keep a close watch on the economic activity in India. The company has its offices located at Mumbai, Kolkata, Delhi, Hyderabad and Chennai. Recently, the company has set up its office in Singapore to identify potential International partners to look at Indian companies.

advisory and are continuously looking for international partners for their clients. Currently, they have active opportunities in Infrastructure and Roads/Transport sector, Furniture and consumer oriented businesses. Advising on Kokuyo’s acquisition of Riddhi Enterprises J R Laddha Financial Services advised Mumbai based Riddhi Enterprises (owned by Mr. Kamal Parekh and family) on sale of its Notebook Business to Kokuyo Group, Japan. Japanese stationery major KOKUYO S&T Co., Ltd, through its Indian subsidiary KOKUYO Riddhi Paper Products Private Limited has acquired the Notebook Business of ‘Riddhi Enterprises’ for US$8m. Kokuyo – Riddhi highlights the deal in an industry which has not witnessed any significant transactional activity in the past in India. In October 2011 the Kokuyo S&T Co., Ltd., had acquired majority stake of Camlin, a major stationary manufacturer in India with a history over 80 years. Through the Camlin acquisition the Kokuyo Group had marked its entry to Indian stationary market.

With the recent change in government and strong leadership at the centre, Manoj strongly believe in India growth story driven by favourable policy changes, burgeoning consumption and demand, rich demographic dividend. Like many, he is also excited about the 5.7% recent India`s quarterly GDP growth. The capital markets have touched a new high and with the end of policy logjam, the consumer sectors as well as infrastructure particularly, roads & highways, ports, power will witness tremendous growth. India GDP is slated to grow 7-8% in the next decade providing immense opportunity to international investors. With favourable government push through policies like “Make in India”, quick clearance of projects, removal of archaic laws, Indian companies are slated to grow leaps and bounds. JR Laddha has a vast 30 year experience with Indian companies across all sectors with strong research backing and can assist the foreign companies to strategic tie ups/ partnerships/JVs/ mergers and acquisitions with the Indian companies in a seamless process. n

With this acquisition the KOKUYO Group will have notebook manufacturing facilities in four countries worldwide (i.e. Japan, Vietnam, China and India). This acquisition enabled them to cater to Indian markets as well as provided them an access point to the United States, Central and South America. The transaction was completed in record 11 months’ time from mandate to completion of CP’s. Post transaction both sides are mutually comfortable with each other with venture being a commercial success.

Acquisition International December 2014 27

www.acquisition-intl.com

DEALMAKER OF THE YEAR

Ashitiva & Company Advocates

Company: Ashitiva & Company Advocates Name: Ashitiva Ihachi Nelson Email: ashitiva@ ashitivaadvocates.com Web: www.ashitivaadvocates.com Address: Victoria Towers, 1st Floor, Kilimanjaro Avenue, Upperhill, Nairobi Postal Address; 21372-00100 Nairobi Phone: 254 2710080, 254 722860725

Ashitiva & Company Advocates Ashitiva Ihachi Nelson, Senior Partner and Head of Strategy at Ashitiva & Company Advocates, offers some insights on getting a deal done quickly and effectively. We are a corporate and commercial law firm. The philosophy of our identity is the spirit of a warrior. Commercial legal practice thrives in the midst of competing interests and enterprise and requires an astute mind and a brave heart. We invest our time and resources in sharpening our legal skills and acumen in the art and science of the law as a warrior would for war. We understand that our role as lawyers is to contend for our clients interests and we take this role very seriously. We consider it our duty to be competent in identifying, minimising and eliminating risks. We appreciate that risks abound in commercial and Conveyancing transactions just as they do in litigation. We are swift, we are brave, we are shrewd, we are wise and we are warriors. This year has been particularly interesting for our firm, we have had to throw away the rule book and rethink our strategies. The shifting needs and

demands of our clients has resulted in a paradigm shift. Some of the deals we have closed include negotiating a strategic alliance agreement between a leading bank in Kenya and the USA Kenya Diaspora worth Kenya Shillings 10 Billion. We have spear headed a trade Finance Agreement between Apex Peak and Umati Capital Kenya Limited worth USD. 10 Million. We particularly enjoyed advising Groove Media Limited on an acquisition of a leading Company in the media industry in Kenya. Effectively managing the negotiation process — overtly or covertly — is one of the most challenging elements in striking the perfect deal or settlement, even for the most expert negotiators. Understanding when to use deadlines, how to effectively operate within them, and the psychological tendencies underlying them will give you a leg up in your negotiations. In approaching a deal, I have learnt how to design the right offer-concession strategy. Doing this requires an understanding of the psychological dynamics

28 Acquisition International December 2014

underlying concession behavior, as well as improving my ability to evaluate my counterpart’s “flinch” point. It’s not an exact science, but you can learn to draw out and recognize certain signals that will give you the edge in your negotiations. From my perspective, the success of any deal can only be measured in the fullness of time. The duration within which both parties abide by the deal without faltering or harbouring discontent is telling. The other clear indication of a great deal is the willingness of both parties to do more business with each other or to deepen their engagement. One major deal related challenge which we have faced this year is while negotiating an acquisition by one of our clients, the advocate and the party on the other side were both given to side shows and theatrics. They seemed to create false sense of crisis to hijack control of the negotiations in order to get quick concessions from our client. We had to slow down the negotiations deliberately to take back control of the process. n

providing timely, qualitative value added legal solutions to our client’s business needs. George Etomi & Partners was established in 1984, and we have rapidly grown to become one of the foremost commercial law firms in the Country with offices strategically located in Lagos, Abuja and Port Harcourt. Our mission is to provide timely, qualitative value added legal solutions to our client’s business needs. We have the capacity and reputation for rendering top quality legal services comparable with the best obtainable worldwide. We adopt a constructive, creative and commercial approach to the different problems of our clients, at the same time offering advice and facilitating the development of their businesses. AREAS OF PRACTICE Our Practice Areas are divided into several key departments to more effectively cater to the unique needs of each individual client: Aviation Law Banking and Finance Business Development Capital Market Consultancy Corporate Restructuring Environmental Law • Government & Regulatory l

Intellectual Property Litigation & ADR • Healthcare Law Oil and Gas Power Property Research • Telecommunications l

info@geplaw.com

www.geplaw.com 1b Tiamiyu Belo-Osagie Avenue, Parkview Estate, Ikoyi, Lagos Nigeria Phone: +234 (01) 462 1660, 461 9877, 4619878 Fax: +234 (01) 262 1218 eFax: 00912068884032 E-mail: george@geplaw.com

www.acquisition-intl.com

DEAL OF THE YEAR

UK / Consumer

Company: bathstore Web: www.bathstore.com Address: Second Floor, Meridien House, 69-71 Clarendon Road, Watford, Hertfordshire WD17 1DS

bathstore MBO In June, specialist bathroom retailer bathstore was sold by a UK-based private equity house as part of a management buyout. We take a look at the finer points of this major deal. bathstore, which was originally started in the early 1990s by Patrick Riley and Nico de Beer, is the UK’s leading specialist bathroom retailer. The company was formed with the idea of bringing quality, design led bathrooms – formerly a niche area – into a wider retail arena, with an ethos of focusing on the home owner, rather than on the trade buyer. The company published one catalogue that contained all its products for the complete bathroom, with real retail prices. The company prides itself on the quality of its products, working with some of the top European designers to create its bathrooms, and many of its ranges are exclusive to bathstore. The company then works directly with global manufacturers in order to make them affordable. One of the company’s selling points is its innovative “Service by Design”, which helps its customers to transform their initial ideas into their ideal bathroom. The free service can be accessed either instore or by using bathstore’s online design planner. In 2003, bathstore was acquired by Wolseley Plc, the global building materials company. The business became established as the UK’s clear number 1 speciality bathroom retailer through a period of rapid expansion and brand development under the leadership of executive chairman Nick Nearchou. By the end of 2007, the company had more than 170 showrooms throughout the UK. In May 2012, bathstore was acquired by Endless LLP from Wolseley Plc as a non-core asset acquisition for £15m cash. Endless LLP is an independent UK based private equity house, specialising in the provision of financial investment and hands-on operational expertise to businesses facing challenges or finding themselves in special situations. With a flexible approach to funding and market leading speed of investment, the firm has invested in excess of £240m in over 35 acquisitions since its establishment in 2005. Since the acquisition in 2012, bathstore’s business has grown its sales by 30%, and boosted EBITDA by £5m.

30 Acquisition International December 2014

In June 2014, bathstore was sold as part of a management buyout led by Chief Executive Gary Favell and backed by Warren Stephens, a private equity and banking tycoon from Arkansas. Speaking about the buyout in June, during which Endless was advised by Rothschild and Walker Morris, James Woolley, Portfolio Director at Endless, said: “bathstore is undoubtedly the UK’s leading expert bathroom retailer. Over the last two years we have supported the management team in delivering their vision of providing its customers with a full service solution, offering lower price point entry, price transparency, and enhancing its product range. The excellent exit we have achieved is down to the hard work and dedication of the management team at bathstore and we wish them every success in the future.” “Endless’ support has been invaluable in helping us deliver the improvement in business performance,” said bathstore chief executive, Gary Favell, the former chief executive of furniture retailer MFI. “With their support we have re-established bathstore as the market leading brand in the sector. With our new partner we will continue bathstore’s growth into the future.” Major transactions can often be fraught with challenges, with people issues, integration – including organisational, employment and communication issues – financial due diligence and the challenge of getting sound strategic advice during the screening process among the common problems encountered during mergers and acquisitions. However, the bathstore buyout was a smooth process which was free of any pitfalls, says Claire Bayliss, Chief Marketing Officer. She attributes this to the hard work of the company’s management team. “We were focused on the end game,” she says. The deal was fairly routine, Bayliss continues, with the transaction being turned around in a matter of weeks. “We turned the business around in a short space of time,” she says, adding that this is testament to the strength of the management team.

It is clear that bathstore is a people-oriented business, and the MBO was so successful and problem-free because of the innate understanding between the parties involved, says Bayliss. “There’s a chemistry between the partnerships involved. We have a great relationship with the team at Endless, and the same is true of our new investors”, she says. “Our vision and objectives are really clear”. Looking toward the future, Bayliss says the deal will see bathstore continue to do what it does best: delivering high quality products at affordable prices, with a strong focus on customer service. “It’s all about continuation,” she says. “The deal will help us execute our strategy for growth.” n

“

bathstore is undoubtedly the UK’s leading expert bathroom retailer.

”

James Woolley, Portfolio Director, Endless

www.acquisition-intl.com

DEAL OF THE YEAR

UK / Consumer

Acquisition International December 2014 31

www.acquisition-intl.com

DEAL OF THE YEAR

UK / Health Care

Company: GlaxoSmithKline (GSK) Web: www.gsk.com Address: GSK House 980 Great West Road Brentford Middlesex TW8 9GS United Kingdom Phone: +44 (0)20 8047 5000

Novartis acquisition of GlaxoSmithKline’s Cancer Drug Business GlaxoSmithKline (GSK) is a science-led global healthcare company. Its mission: to help people to do more, feel better, live longer. The vaccines, medicines and consumer healthcare products that we research and develop can improve people’s health and well-being, ultimately helping them to live life to its fullest and contribute to the prosperity of their communities. In April 2014, GSK announced a major threepart transaction with Novartis, committing to strengthen significantly the Group’s vaccines and consumer healthcare franchises by agreeing to acquire Novartis’s Vaccines Business (which excludes the Influenza Vaccines Business) for an initial consideration of $5.25 billion and to form a consumer healthcare joint venture with Novartis, over which GSK will have majority control with an equity interest of 63.5 per cent, by combining the GSK Consumer Healthcare Business with the Novartis OTC Business. At the same time, GSK also agreed to divest its Oncology Business to Novartis for $16 billion. £4 billion of the net proceeds is intended to be returned to Shareholders via a B share scheme following Completion of the Transaction. In 2008, GSK set out its strategic priorities to grow a diversified and global business, deliver more products of value and simplify the operating model. In doing so, the Company’s objective was to deliver growth, reduce risk and improve the long-term financial performance of the Group. During a challenging period, when the Company has faced significant loss of sales to generic competition, GSK has maintained broadly stable sales and earnings and delivered increased dividends. Over this period the Company has continued to invest in growth businesses, consolidated its positions in emerging markets and launched numerous new products, including Breo/ Relvar, Anoro, Mekinist, Tafinlar, Tivicay and Triumeq, Eperzan/Tanzeum and QIV flu, while delivering on significant cost efficiency programmes across the pharmaceuticals, vaccines and consumer healthcare businesses. This Transaction represents the next

32 Acquisition International December 2014

logical stage in the transformation of the Group and is consistent with GSK’s approach of pursuing targeted strategic acquisitions and disposals to enhance shareholder value rather than large scale mergers or acquisitions. With this approach GSK is creating a set of balanced, long-term businesses with global scale that are less exposed to risk and volatility. Over the past six years, GSK has successfully established its oncology business and developed an innovative R&D pipeline of oncology assets, which led to multiple regulatory approvals and global product launches in recent years, including Votrient, Promacta, Arzerra, Tafinlar and Mekinist. As part of the Transaction, GSK has agreed to divest the Oncology Business for an aggregate cash consideration of $16 billion. The agreed price represents approximately 10 x 2013 revenues, reflecting the strong future growth potential of the business. The Oncology Business comprises the Company’s Marketed Oncology Portfolio, related R&D activities and rights to its AKT Inhibitors currently in development, and also the grant to Novartis of the Oncology Commercialisation Partner Rights for future oncology products arising from GSK’s earlystage oncology pipeline. GSK remains committed to early-stage discovery in oncology and, through the Oncology Commercialisation Partner Rights granted to Novartis, the Company has identified a preferred marketing partner capable of delivering improved patient outcomes. Novartis’s global scale in this therapy area will enable it to deliver new growth and development opportunities for the Marketed Oncology Portfolio as well as for future products that may arise from GSK’s discovery pipeline. In addition to the stronger growth prospects set out above, the Transaction also provides GSK with the opportunity to achieve further cost savings of approximately £1 billion, with approximately 50 per cent delivered by year three of the Transaction.

These cost savings build on the Company’s track record of driving greater efficiency from its businesses and are separate from and incremental to the existing announced programmes and the new restructuring programme announced in the Group’s most recent quarterly results. This new restructuring programme to refocus the global pharmaceuticals business and cost base is expected to deliver approximately £1 billion of additional annual cost savings over the next three years, with approximately 50 per cent delivered in 2016. By the end of 2014, GSK will have reduced its annual costs by £3.7 billion under a series of programmes first started in 2007. In financial terms, the Transaction is expected to be accretive to core earnings per share in the first full year following Completion and the execution of the intended Capital Return in full (by way of a B share scheme), and is expected to make a growing contribution to earnings over time, especially from 2017, as the delivery of cost savings and new product launches accelerate. The impact of the Transaction on core earnings per share, particularly in the nearterm, depends on the timing of Completion and the timing and size of the intended Capital Return. The Transaction is still expected to close during the first half of 2015 with the Capital Return implemented as soon as practicable thereafter. The transaction was clearly extremely complicated to execute and involved several hundred lawyers and advisors as well as many employees from GSK and Novartis working flat out for several weeks up to the announcement in April, and subsequently as the deal moves towards completion. Ongoing work relates to obtaining the necessary antitrust clearances and detailed planning of all the necessary day 1 readiness activities. The negotiations were led by David Redfern, Chief Strategy Officer for GSK and Marvelle Sullivan Berchtold, Global Head of M&A for Novartis. n

www.acquisition-intl.com

DEAL OF THE YEAR

UK / Health Care

Acquisition International December 2014 33

www.acquisition-intl.com

DEAL OF THE YEAR

Americas / Support Services

Company: RDI Corporation Name: Scott Monahan Email: smonahan@ rdimarketing.com Web: www.rdicorp.com Address: 4350 GlendaleMilford Rd. Ste. 250, Cincinnati, OH 45202 Phone: +1 513 984 5927

RDI Corporation Acquisition of SIRS Inc In March, RDI Corporation, a world-class outsourcer, providing call center and administrative services, as well as market research, to a broad mix of companies, acquired SIRS, Inc., a marketing research firm that specialises in insights for the retail industry. Scott Monahan, Director of Corporate Development, RDI Corporation, tells us more about the deal – the latest stage in RDI’s continuing growth. RDI Corporation was founded in 1978 and is headquartered in Blue Ash, Ohio, a suburb of Cincinnati. RDI’s clients range from midsized corporations to distinguished Fortune 500 companies. RDI provides precise business solutions through a fully integrated outsourcing model. RDI’s motto, “Winning Smart,” sums up its value proposition of helping clients strategize, connect and win with their customers. RDI’s extensive service offerings include: digital marketing, creative design and branding, managed IT services, robust contact center services and market research. RDI’s consultative approach, paired with implementable solutions, make it an allencompassing business solutions provider. In March 2014, RDI Corporation acquired SIRS, Inc., a marketing research firm that secializes in insights for the retail industry. The deal was RDI’s fifth acquisition in three years. SIRS offers consumer service industry companies tested, sales predictive tools to identify how to gain and maintain new and loyal customers. They also allow clients to evaluate and adapt to rapidly changing markets, consumers, ideas and competition. SIRS (Strategic Intelligence Research Services) now operates under the same name, but as a division of RDI. The aims of the deal, says Scott Monahan, Director of Corporate Development, RDI Corporation, were twofold: RDI wanted to expand its market research offerings, and the owner of SIRS wanted to retire. “The SIRS facilities are less than 20 miles from RDI’s

34 Acquisition International December 2014

existing marketing research offices, so the geographic locations made integration and over-sight convenient. SIRS’ data collection is also heavily dependent on contact center operations, an area where RDI is an expert and was able to right size certain operating procedures to gain efficiencies. RDI was able to expand its service offerings and customer base, while the owner of SIRS was able to retire. “The SIRS acquisition was aimed at expanding our market research capabilities, adding to our client base, and making a strategic financial investment due to opportune timing,” Monahan continues. “Our approach with SIRS was to keep letting them do what they do best, but implement some minor changes to eliminate redundancies and make their call center operations more efficient. The integration of SIRS has been very smooth and the implemented changes have led to increased profitability.” Monahan managed the deal process, from initially identifying SIRS, to negotiations, to carrying out due diligence, and through to closing. Josh Bridges, VP Strategic Operations at RDI and Kurt Wells, VP Operations & Integrated Services, handled operations due diligence and integration. The whole process was overseen by Bronson Trebbi, CEO, RDI. The deal, says Monahan, will add to the scope of the services RDI can provide to its customers. “SIRS’ strong expertise in Quantitative marketing research will be a nice service offering that RDI can cross sell across divisions,” he says. Prior to the deal, Monahan says, SIRS was unable to successfully build out a sales team, and therefore was reliant on referrals for all new business. “RDI

will be able to commit the necessary resources to establish new sales channels, including utilizing RDI’s current sales force to promote SIRS offerings.” Central to the successful completion of any deal are two parties that are working together to achieve each other’s end goal, a win-win scenario, says Monahan. “Lots of open dialogue and honest discussions, about not only the current state of the business, but future prospects and expectations.” Looking to the future, Monahan says RDI has been pleased with the deal, and plans to continue to acquire more businesses which will further improve RDI’s service offerings and expand their client base. “RDI is very happy with the outcome and SIRS has proven to be a solid addition to our family. We are continuing on the acquisition trail and hope to regularly roll in companies with complimentary offerings to RDI.”

“

The SIRS acquisition was aimed at expanding our market research capabilities, adding to our client base, and making a strategic financial investment due to opportune timing.

”

www.acquisition-intl.com

DEAL OF THE YEAR

European / Health Care

Company: Bionomics Limtied Name: Dr Deborah Rathjen Email: drathjen@bionomics.com.au Web: www.bionomics.com.au Address: 31 Dalgleish Street, Thebarton, SA, 5031, Australia Phone: +61 8 8354 6101

Bionomics Acquisition of Prestwick Chemical Dr Deborah Rathjen is Chief Executive Officer & Managing Director of Australian company, Bionomics Limited. Bionomics’ headquarters is in South Australia, in a precinct that has a large collection of bioscience and technology companies. Wholly-owned subsidiaries are located in San Diego, California as well as Strasbourg, France. Bionomics competes in the global biopharmaceutical market. Chief Executive Officer, Dr Deborah Rathjen, explains that the Australian business environment remains relatively strong, but Bionomics does business in an international market. Earlier this year, Bionomics Limited undertook a transaction of particular significance for both parties involved, and for this reason, it has been chosen to feature as a Deal of the Year. It was in September that Bionomics acquired the business assets of Prestwick Chemical, based in Strasbourg, France and paid a sum of €270,000 for the assets. Dr Rathjen fills us in on the strategic rationale behind the transaction. “Bionomics has been an active Prestwick customer since 2009, with Prestwick currently involved in both of the programs partnered with Merck & Co relating to pain & the BNC375 research programs,” she begins. “Bionomics is building a global business with integrated drug discovery & development expertise to support strategic partnerships.” Prestwick traded under administration throughout most of 2014 whilst seeking a solution to its situation, and Dr Rathjen adds: “Due to the long-standing relationship with Bionomics, the opportunity to vertically integrate the business was considered.” Due to Prestwick being in Administration, there was a process to be followed to complete the deal. Dr Rathjen attended the local hearing where the judgement considered the Bionomics offer before

approving it and Bionomics undertook significant due diligence activities with an internal team reporting to the CEO. The internal team consisted of: Dr Emile Andriambeloson – Head of Research Neurofit, Ms Melanie Young - CFO, Dr Sue O’Connor – Vice President Neuroscience Research & Dr Andrew Harvey – Vice President Drug Discovery. Bionomics was able to retain a significant portion of local jobs and this was also a key component of the offer made. The specialised nature of the work conducted by Prestwick is in part based on the highly skilled employees’ know-how. The two companies complement each other with regards to growth and expansion, as Dr Rathjen explains further: “Bionomics has taken the opportunity since 2005 to make acquisitions that complement the core business of drug discovery & development. The Neurofit acquisition in 2005 added a Contract Research Organisation (CRO) that could perform pre-clinical research for both Bionomics internal programs and external customers. The addition of Iliad also in 2005 saw the expansion of the Australian organisation to include drug discovery medicinal chemistry in addition to the biology team. In 2012, the acquisition of Eclipse Therapeutics added a Cancer Stem Cell program complementing the existing cancer research program currently being undertaken by the Bionomics team. Organic expansion has seen local growth in skilled personnel as Bionomics has progressed the portfolio of R&D programs through the R&D pipeline. “Prestwick adds to Bionomics’ capability to rapidly identify & advance high value drug candidates for partnering & development. Ownership by Bionomics will bring stability within the board and management and deliver synergies by complementing the existing Bionomics business.” Having a clear vision on how the deal fits with the strategic objectives of each company is key in

successfully bringing a transaction such as this to completion. Dr Rathjen believes that much focus must be placed on the core strengths of the business, whilst managing the risks, and that time should also be spent integrating the business and rolling out the corporate values & objectives. As with any transaction, challenges arise and Dr Rathjen tells us more about the issues Bionomics experienced. “Bionomics acquired Neurofit, a wholly-owned subsidiary also in Strasbourg in 2005, so has some experience in conducting business in France, with the parent company based in Australia. The local rules and regulations in French language do present challenges at times, but are overcome by utilising the Neurofit team for understanding local nuances and also have local legal counsel (Bernard Braun of Magellan). “Local rules required significant interaction with the staff union representative and their opinion in the hearing was highly valued.” As the business moves into 2015, Dr Rathjen predicts what this deal will bring with regards to the future. “The deal will not only add to top line revenue through the premium customer value proposition Prestwick offers, but will be enable Bionomics to leverage the skills for internal R&D programs as well as access new customer relationships,” she says. “The business has been “right-sized” and with some key investments made into the business and synergies identified, Prestwick will be on track to achieve its goals into 2015 and beyond.” n

Acquisition International December 2014 35

www.acquisition-intl.com

DEAL OF THE YEAR

European / Energy & Resource

Company: EFG Hermes Address: Egypt – Head Office Building No. B129, Phase 3, Smart Village, Km 28 Cairo Alexandria Desert Road, 6 October 12577 | Egypt Phone: +20 (0)2 3535 6499 Fax: +20 (0)2 3535 7111 Local Call Center: 16900 International Call Center: +20-2-3535 7200

EFG Hermes Acquisition of Stake in EDPR France Established in 1984, EFG Hermes is the leading investment bank in the Arab world and draws on 30 years of experience to serve as the preeminent investment bank in the MENA region, providing a comprehensive spectrum of financial services including Investment Banking, Asset Management, Securities Brokerage, Research and Private Equity. Through its operations in Egypt, Jordan, Kuwait, Lebanon, Oman, Qatar, Saudi Arabia and the UAE, EFG Hermes serves a considerable and diversified client base from the Middle East and North Africa to Europe, Africa and the United States. Additionally, EFG Hermes owns a 63.7% majority stake in the Lebanese commercial bank Crédit Libanais. In 2014, our Investment Banking division has executed a string of landmark transactions—with a robust pipeline of regional deals still to come. Securities Brokerage stands as the largest in the region with top rankings in all of our key markets, while the firm ventured outside the Middle East and Africa with the Private Equity division’s landmark investment in a French wind energy company. Asset Management continues to outperform its peers, earn prestigious accolades and secure new mandates, while our Research division continues to be ranked as the best in the MENA region. Recently, EFG Hermes Acquired 49% of French wind energy company, EDPR, in a $208 million leveraged buy-out, deploying MENA capital in cash-yielding European renewable assets.

This is a landmark investment in the fact it is both EFG Hermes’ first European investment and the first transaction under its private equity division’s new direct investment strategy. The transaction comes as part of the firm’s strategy of broadening its traditional role as a catalyst for institutional capital into MENA markets by helping its partners and investors tap compelling global opportunities. EDPR France has a portfolio of 33 operational wind farms with a combined gross capacity of 334 MW. The company is a subsidiary of EDP Renewables (EDPR), one of the top four global renewable energy companies that develops, constructs and operates renewable energy assets with over 8.6 GW of installed capacity across three continents.

EFG Hermes Co-Chief Executive Officer, Karim Awad, commented: “Our first investment beyond the borders of the Middle East and Africa is a natural outgrowth of our emphasis on infrastructure private equity and, moreover, marks the launch of our direct investment strategy. “Our interest in infrastructure investing generally — and in renewable energy in particular — reflects our aim of being catalysts for sustainable development while simultaneously generating attractive returns for our shareholders and co-investors alike.” The transaction underscores EFG Hermes’ ability to originate, raise equity and debt and execute deals on an international scale in a highly competitive industry. It is also the firm’s second investment in the generation of green energy in under 12 months, coming after an earlier commitment via the InfraMed fund to the establishment of the Arab world’s first utility-scale wind farm in Jordan. Joâo Manso Neto, Chief Executive Officer of EDP Renewables, said: “I am pleased to announce this new partnership and the breakthrough agreement with EFG Hermes, which is part of the asset rotation plan that the company has been implementing in order to deliver its growth strategy.” “We are delighted to enter into a partnership with such a reputable global player in renewables. EDPR has an outstanding track record and is widely known in the industry for its operational excellence,” said Karim Moussa, Head of Private Equity at EFG Hermes. “We’ve recently seen a strong surge in investor appetite for cash-yielding renewable assets, mainly driven by the prevailing low interest rate environment. This deal underlines our capability to transact swiftly and allocate capital from MENA to an attractive global asset class.”

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Approximately half of the $208 million buy-out will be funded via an acquisition finance facility secured from leading European banks. EFG Hermes will provide seed capital of approximately $5 million for the equity component of the transaction, with the remainder raised from the GCC. Completion of the transaction is subject to regulatory approval and other customary closing conditions. Under the terms of the agreement, EFG Hermes’s private equity arm will manage the investment vehicle, while EDPR France will retain operational control over the acquired assets. “EDPR France’s asset portfolio offers a strong dividend stream and healthy risk-adjusted returns for the investors,” Moussa added. EDPR France has a 15-year feed-in-tariff arrangement with the French government’s majorityowned Électricité Réseau Distribution France, securing the investment’s future cash flows by an A+ rated off-taker.

DEAL OF THE YEAR

commitment to the Egyptian Refining Company, which is building a USD 3.7 billion greenfield petroleum refinery in Egypt, and a c. USD 40 million investment in building the 117 MW Tafila Wind Farm, Jordan’s first utility-scale wind farm. “Seeding investments and raising substantial third-party funding is a key pillar of our model going forward in private equity,” concluded Moussa. “We will also continue building our outbound investment practice and actively screen for opportunities to match deep pools of capital in the MENA region with attractive yielding opportunities in Europe and beyond, particularly in the infrastructure and renewable energy verticals.” EFG Hermes was advised on the EDPR France buyout by Global Capital Finance (corporate finance), Shearman & Sterling and Watson, Farley & Williams (legal), Garrad Hassan and SGS (technical), Grant Thornton (tax and accounting) and Pöyry (energy market). n

“This investment demonstrates our ability to identify, structure and execute attractive infrastructure transactions and gives us exposure to a sizeable portfolio of high-quality French wind assets, in terms of their average age, operational track record and commercial arrangements,” said Bakr Abdel Wahab, Director of Infrastructure Private Equity at EFG Hermes. The deal also complements recent infrastructure investments undertaken by InfraMed, a $500 million private equity fund co-founded by EFG Hermes that invests in infrastructure in the Southern and Eastern Mediterranean region with primary focus on greenfield projects. Among InfraMed’s investments are a USD 100 million

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DEAL OF THE YEAR

Asia Pacific / TMT

Company: FW Asset Management Ltd. Name: Amit R. Krishnan Email: amit@fidelisworld.com Web: www.fidelisworld.com Address: IFS Court, TwentyEight Cybercity, Ebene, Mauritius

FW Asset Management Acquisition of Stake in Technology Frontiers India Amit R. Krishnan is Director of FW Asset Management Limited, Mauritius. FW is a Private Equity Asset Management Company, with primary focus on managing the FW Sports Investment Fund LP. FW started operations as FidelisWorld in 2010 with the belief that insufficient investment focus had been devoted to global sports and sports ancillary businesses, estimated to be worth over USD 500bn. Comprising not just sports teams and leagues, sports-related assets operate in a variety of industries such as consumer services, technology, media, leisure, and education. Sports related spending has been growing at multiples of GDP growth worldwide, and this trend is magnified in the high-growth markets of South/Southeast Asia and the Middle East. FW invested proprietary capital and operated assets in this space for three years before launching the region’s first sports-themed investment fund, the FW Sports Investment Fund (FSIF).

judgment, we look for value, not valuations. FW is the only private equity firm in the region with the resources and networks dedicated to sports-themed businesses, and this makes us often the preferred partner of entrepreneurs in the space.”

Director, Amit Krishnan, tells us more about the firm and its areas of specialism.

Recently, FW Asset Management acquired a significant minority stake in Chennai-based Technology Frontiers (Techfront). Amit tells us more about the company and the rationale behind the transaction. “Technology Frontiers is a company providing state of the art digital activation solutions to the world’s premier sporting bodies, federations, leagues, and teams on a turnkey basis. Techfront’s current clients include prestigious entities such as Formula 1, teams in the English Premier League, several teams in Spain’s La Liga, stadiums such as Twickenham in London, the Indian Premier League, and the International Cricket Council. With more than 50 per cent of their revenues derived from territories other than India, Techfront is a rapidly growing global business. The company’s current footprint extends to South Asia, Middle East, and Europe, and with our investment the aim is to take Techfront further into markets such as Australia, Africa, and eventually North America. This is a growth capital investment aimed at triggering the next phase

“FW selects sports-themed assets that occur at the confluence of high-growth sectors in South Asia, South East Asia, and the Middle East, including consumer services; content providers; education providers; technology and goods suppliers; leisure and infrastructure assets; leagues and teams; and brand licensing opportunities. The Fund provides growth capital, management support, strategic guidance, and synergy opportunities within the portfolio to businesses serving the global sports ecosystem. FW does not generally invest in businesses that rely on sponsorship as a major source of income, rather looking for companies that have the hallmarks of successful ventures in any other industry, namely diversified revenue mix, repeat revenues, sustainable growth, and scalability. In an industry where hype and passion can cloud 38 Acquisition International December 2014

Amit tells us more about the current business environment and what this means for business. “The region is witnessing a rapid proliferation of new sporting ventures, including several leagues,” he explains. “Riding on the general growth in per capita income, discretionary spending, and favorable demographics, sports related businesses are seeing significantly increased demand for the goods and services. Reform minded policies in large, developing economies are supporting general macroeconomic growth and development in the region.”

of the company’s thus far impressive expansion from Chennai, India to the rest of the world. FW’s expertise in financial matters and our worldwide network will support this growth synergistically. “The deal provided the company with ample finance for growth, which was restraining potential growth trajectories. Also the international synergies and networking of FW brings a lot of traction to the business. “The deal process had to balance the ambitions of the company, the incentives of the promoters, and the interests of the existing shareholders, including another PE fund and various individual angel investors. Naturally there was a lot of give and take before a final deal could be constructed. All buy side and sell side advisors were helpful in satisfying all demands, which were in some cases contradictory. The fundamental concern from the FW perspective was to ensure that incentives were aligned between the various stakeholders to support performance.” This is the first major investment by FSIF, Asia’s first sports-dedicated fund and Amit explains that the deal wasn’t without its challenges. “Any investment into developing markets comes with a set of regulatory and legal challenges that must be overcome, and this is true in the case of India as well,” he says. “Our legal advisors were of utmost assistance and competence in getting us over the finish line in a manner that complied with all relevant regulations. “A clear understanding of the objectives of the parties, aligning incentives, and working towards a common goal are the essentials for a deal to be successful not only through completion but also through exit.”

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DEAL OF THE YEAR

Asia Pacific / TMT

With regards to the future, Amit states the firm has clear objectives in mind. “Over a short period of time Techfront has built a strong clientele in the global sporting industry with its customised products and services. We strongly believe that the company is uniquely positioned to satisfy the technology demand of the sports industry. We are excited to be a part of this story and look forward to working with the Techfront team.” MD Muralidharan, Managing Director of Techfront, commented on the transaction, adding: “There is a dearth of integrated service providers in the global sports and entertainment industry with most vendors providing standalone services for display, sponsorship and fan engagement; with the event manager having to integrate multiple services. Techfront is the only player globally to have integrated technology solutions catering to multiple sports. We are confident that with the strategic support FSIF brings to the table, we will be able to compete more effectively in the global marketplace.” n

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DEAL OF THE YEAR

Asia Pacific / Financial Services

Company: NCS Chameleon Ltd Name: Colin Lillywhite Email: colin.lillywhite@ ncschameleon.co.nz Web: www.ncschameleon.co.nz Phone: +64 6 835 9380

NCS Software Ltd Acquires Chameleon Technology Pty Ltd July saw New Zealand-based NCS Software Ltd acquire Australian software firm Chameleon Technology Pty Ltd. Colin Lillywhite, Chief Executive Officer, NCS Chameleon Ltd, told us more about this major deal. NCS Chameleon Ltd is a mid-sized, privately owned New Zealand software business focused on the development of its MAGIQ Performance, Corporate Performance Management and MAGIQ Enterprise, Business Management software suites. The business has a long and successful 30-year history within its chosen markets, which include the Local Government, Healthcare, Aged Care, Notfor-profit, Utilities, Education, Central Government, Professional Services and Corporate sectors. The MAGIQ software suites are used by more than 320 clients throughout Australia, New Zealand, the South Pacific, the UK and the US. The business differentiates itself from its competitors, says Colin Lillywhite, CEO, NCS Chameleon Ltd, by delivering software that is specifically designed to be easy to use and deploy. “For smaller organisations with limited access to resources and capability, the MAGIQ Software Suites provide a less complex and more affordable alternative, while still meeting all of the required product functionality.”

The software is completely web based, providing organisations with the opportunity to take full advantage today, of the latest cloud delivery and mobility technologies. The business has 80 staff in offices in Melbourne, Napier, Auckland and Christchurch and all development of the MAGIQ Performance and Enterprise Suites is completed locally in Australia and New Zealand. NCS Chameleon Ltd was formed in July, when NCS Software Ltd acquired Chameleon Technology Pty Ltd, a company which provides software application development and services to the budget/management reporting market in Australia and New Zealand. “NCS Software initially established a business relationship with Chameleon Technology in 2010 acting as a distributor of the Chameleon software into the New Zealand local government marketplace,” Lillywhite says. “Through this relationship, NCS Software became aware there was an opportunity to acquire the business in late 2013, with a formal offer made in March 2014.” The deal took 12 months from initial offer through to completion and PKF acted as advisors. The overall deal size remains private. Lillywhite says the acquisition of Chameleon Technology was a significant opportunity for NCS Software, as it provided several major strategic value propositions, in particular acquisition of the software assets, providing detailed budgeting and reporting solutions to public entities; significant strategic client base; and repositioning of the New Zealand-based NCS Software business and provision of a significant

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presence in the strategically important Australian market. “It was identified that the acquisition would allow the business to create a more significant and viable business partner for its customers and allow the business to compete more vigorously within its chosen markets to achieve the growth ambitions,” he says. In terms of functional capability, Chameleon Technology had a mature and strongly positioned Corporate Performance Management software suite providing excellent functionality around budgeting, reporting, financial and strategic planning and business analytics, says Lillywhite. “The product suite is extremely complementary with the MAGIQ Enterprise business management application and esssentially delivered the strategic Corporate Performance Management tool that the MAGIQ Enterprise Suite was lacking,” he says. NCS had a rich, extremely stable and growing customer base of more than 200 clients, predominantly in Australia and New Zealand and was undertaking entrance into the US and the UK marketplaces and achieving early success. And, Lillywhite says, the Chameleon customer base is very similar in terms of industry sector focus and size of business to the NCS Software client base. He says that, prior to the acquisition, a number of synergies had been identified in terms of the service and support of the combined client base. Several opportunities to strategically leverage the Chameleon business to greater advantage were identified, says Lillywhite: there was a very strong

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opportunity to strategically leverage the Chameleon brand and market position in order to assist entry and market expansion of the MAGIQ Enterprise Suite within the Australian local government marketplace; the Chameleon brand and the business is very well positioned and well known in the Australian marketplace, where the business needed to position to grow the customer base, revenue, and to also de-risk the business across a greater market spread; the Chameleon suite is a narrower slice of product functionality that is able to be sold across multiple market sectors and across multiple business systems, creating a significant business revenue and growth opportunity; and the Chameleon business had a significant team of services and support and sales staff in the Australian market, providing access to considerable additional skill and knowledge and scale and capability within the primary markets. And in terms of risk reduction, the acquisition delivers a significant opportunity to substantially de-risk both businesses and provide a more significant, viable long-term business partner for customers, Lillywhite says. “The geographical spread of customers across the merged business is much greater; the industry sectors are also greater and more diverse achieving reduced risk through diversity. More clients and more market segments reduces the reliance on any specific market.”

DEAL OF THE YEAR

Asia Pacific / Financial Services

The acquisition fits with the over-arching strategic goals of the NCS Software business, says Lillywhite: to achieve growth through expansion into the Australian marketplace. “The vision was that there was limited competition in the local government sector, particularly for smaller and medium sized Councils with limited viable options, thereby creating an opportunity for a new vendor to enter the marketplace. “While early success had been achieved in the Australian local government marketplace with the MAGIQ Enterprise Suite, achieving this goal through organic growth would not allow the business to achieve its growth ambitions in the desired timeframes.” As we move into 2015 and beyond, the deal sets the combined business up for significant growth and increased penetration into the Australian market, Lillywhite says.

“

For smaller organisations with limited access to resources and capability, the MAGIQ Software Suites provide a less complex and more affordable alternative.

”

“All parties are continuing to work together for the development of the combined business,” he says. n

Auckland, New Zealand’s largest city, under a dramatic twilight sky.

Acquisition International December 2014 41

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DEAL OF THE YEAR

Middle East and Africa / Energy & Resources

Company: Cap Energy Plc. Name: Lina Haidar Email: info@capenergyplc.com Web: www.capenergy.co.uk Address: 2nd Floor, 20 Berkeley Square, London, W1J 6EQ Phone: +44 (0) 207 491 9196

Cap Energy PLC Acquisition of Djiffere Licence Lina Haidar is Chief Executive of Cap Energy Plc. She speaks to AI Global about the company and its recent expansion into Senegal. Cap Energy is an independent upstream oil and gas company focused on the exploration, production, and development of conventional oil and gas assets in sub-Saharan Africa. The Company aims to build a world-class portfolio of oil and gas assets by targeting known, underexplored, hydrocarbon basins in sub-Saharan Africa. This will be achieved by engaging in local partnerships and joint-venture agreements with Cap’s strong network in the African exploration and production sector. The Directors have a combined total of more than 90 years of experience in Africa and have an excellent track record of managing successful E&P and related businesses in the region. The Company prizes its networks and relationships in Africa, which have

been built over a number of decades and through an array of commercial and institutional projects.

Chairman of HARU Energy Nigeria Ltd. Lina has an MBA from the University of Monaco.

Cap Energy has strong capability and resources based on its competent and dedicated Board of Directors, its strong alliances in Africa, and a profound operational knowledge of the African oil and gas industry.

Lina tells us more about the firm and what differentiates it from the competition. “Our team has extensive knowledge of working in Africa with over 60 years’ track record in the region. Our technical team have an extensive understanding of the regional geology having exclusively worked in Africa for 40 years. We have a strong foothold in the region and an in-depth understanding of doing business there.”

Lina is a Nigerian citizen with an extensive portfolio of business interests and experience in West Africa. Lina founded OEP Nigeria Ltd, a company which is now a leading provider of turn key office, residential accommodation and housing development solutions in Nigeria. Clients include the Nigerian government, blue chip companies in the oil and gas, and construction and communications sectors. She is also sole Director of Global Energy Trade and is the

Senegal has been held up as one of Africa’s model democracies. It has an established multi-party system and a tradition of civilian rule. Although poverty is widespread and unemployment is high, the country has one of the region’s more stable economies. Lina continues to describe the current business environment in the region. “Senegal has the best formula for doing business in Africa today,” she says. “It has been ranked as one of the most stable countries in Africa by the World Bank. It has set a goal to becoming amongst the top ten countries in Africa for doing business in 2015 and it also has a favourable fiscal regime.” Recently, Cap Energy participated in a transaction involving its partner companies, Trace Atlantic oil and Petrosen. The trio acquired an indirect interest in the oil and gas exploration licence on the Block Djiffere, Offshore Senegal. “We all worked together in closing the deal, which took about three months to complete,” says Lina as she embellishes on the deal itself. “Our aim was to be one of the first entrants into the area whilst being able to negotiate a low entry cost. We are hoping that it will open up a new frontier for exploration in the region.”

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DEAL OF THE YEAR

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The magnitude of such a transaction presented challenges for Cap Energy. “We were one of the first entrants into Senegal, and had acquired the asset prior to any discovery being made in the region,” says Lina. “It was a challenging move as there was a lot of external scepticism over a greenfield asset in a region without any proven resources – especially with the market gloom over exploration these past few years. “The deal itself was a relatively straightforward process due to the enthusiasm and professionalism of all parties involved, those being Trace, Petrosen, and Cap. We developed good relations with one another and worked hard towards achieving our common objective.” The deal complements Cap Energy’s existing presence in the region and is well in-line with the firm’s strategy to expand in underexplored, underdeveloped regions. n

Middle East and Africa / Energy & Resources

“

Our team has extensive knowledge of working in Africa with over 60 years’ track record in the region. Our technical team have an extensive understanding of the regional geology having exclusively worked in Africa for 40 years. We have a strong foothold in the region and an in-depth understanding of doing business there.

”

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DEAL OF THE YEAR

UK / TMT

Company: ITS Technology Group Name: Roy Shelton Email: info@ itstechnologygroup.com Web: www.itstechnologygroup.com Address: The Heath Business & Technical Park, Runcorn, Cheshire, WA7 4QX Phone: +44 0844 856 9966

ITS Technology Group Acquisition of Networks by Wireless assets Roy Shelton is Group CEO of ITS Technology Group. He explains more about the firm, the services it offers, and describes a recent acquisition made by the company. ITS Technology group provides superfast network infrastructures and a range of IT and cloud-based services. ITS provides an end-to-end service including managed services, telecoms and super-fast broadband networks. ITS Technology Group has a 17 year proven track record of providing highly scalable, complex and robust solutions in to the public sector, service providers and enterprise markets to create a compelling, and sustainable competitive advantage on a National and International basis. The vast experience gained working with such a diverse range of clients blended with the firm’s passion for customer excellence is second to none. From a simple single office, or a multi-site, multicity strategy, ITS can design, deliver and support a solution to meet ever demanding business needs and ensure clients are free to focus on their core business. The firm’s approach is to understand their clients and their business objectives, along with clients’ critical business functions, and then design a solution to meet those needs. ITS’ relationship with clients continues throughout the lifecycle of their contract term as the firm continually delivers additional value and business improvements to meet any evolving business requirements. Roy Shelton is one of the original founders and investors of ITS Technology Group. Roy played an instrumental part in ITS’ growth and direction since inception and continues to lead all commercial, legal and acquisition opportunities across the entire group. 44 Acquisition International December 2014

Roy tells us more about the firm and the appetite for its services. “There is currently huge interest from both the private and public sector who require the provision of superfast broadband which is not necessarily being provided by the normal channels and there are still many pockets within the UK who do not receive the service they should expect in order for them to keep pace with normal commercial and personal life.

The deal was an acquisition from a liquidator so, as in all deals of this type, speed was of the essence and the full process from introduction to completion was achieved in less than a week. Roy played a pivotal part in the transaction and states: “Clearly for the deal to be a success, ITS is committed to continue to provide those all-important services to Network by Wireless customers, or at least as many as it can.”

“ITS has successfully delivered broadband to areas right across the UK that aren’t even served by mains gas, electricity or water. Its methods of providing broadband will benefit and play a much wider role across ITS’ customer base and projects.”

As with any deal undertaken in the current economic climate there are challenges that arise, and this transaction was no different, as Roy embellishes. “The principal challenges of the deal were firstly, the speed with which the deal has to be completed and secondly that Network by Wireless customers has to be fully supported through the process as neither company could afford for a break in service. Finally, we had to ensure we secured and welcomed the talented technical, operational support and commercial team who had been with Network by Wireless for many years.”

In September of this year, ITS acquired the assets, customers and intellectual property of Network by Wireless by ITS Technology Group occurred in the late September 2014. Roy tells us more about the deal, including the strategic rationale behind the acquisition. “The plan now is to continue to build ITS’ customer base and technical services in the area of super-fast network infrastructure delivery. The deal terms are protected by a confidentiality agreement and the integration of Network by Wireless into ITS is almost complete. “The strategic aim behind the deal is for ITS to continue to develop its technical offerings and geographical footprint in the provision of super-fast network infrastructure services, principally to SMEs and Public Sector bodies. “The transaction will extend our geographical footprint and almost double the size of our customer base.”

Roy says that, due to the goodwill between the parties, the deal completed relatively smoothly, with ITS’ inhouse legal and commercial teams working quickly, as well as the third parties involved in the deal. Although the acquisition of Network by Wireless is merely an extension of services already offered by ITS, but it will enable further growth and expansion to create a more diverse client base. The deal provided ITS with a significant increase in its company revenues, head count and customer base, all of which will give ITS a much larger footprint

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from which to grow. Roy coments: “As we move into 2015 we wish to reinforce ITS as one of the leading and probably the most disruptive super-fast network infrastructure provider in the market outside of the big three.” There are essential elements to ensure the long-term success of the venture, which Roy says include the close strategic fit between the two businesses and the swift integration of both Network by Wireless staff and customers into ITS.

DEAL OF THE YEAR

“Cultural fit is also vital and ensuring all roles are aligned with no ambiguity,” adds Roy. “Above all, clear and concise leadership and communication is essential to bring the two elements together.” It is now the intention of ITS to grow both organically and through further acquisitions to gain further market share and capitalise on the significant market requirements for the super-fast broadband industry. n

UK / TMT

“

ITS has successfully delivered broadband to areas right across the UK that aren’t even served by mains gas, electricity or water.

”

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DEAL OF THE YEAR

UK / Support Services

Company: Corporate Innovation Group plc Name: Louise Fisk – Head of Global Communications, PR and Marketing Email: fiskl@ uk.innovation-group.com Web: www.uk.innovation-group.com Tel: +44 (0) 1489 794102 Mob: +44 (0) 7584487262

Innovation Group Acquires Driven Solutions In September, Innovation Group strengthened its accident management and repair capabilities for the insurance and fleet industries with the acquisition of Driven Solutions. Lewis Miller, Chief Executive Officer, North America - Business Process Services Division, tells us more. At Innovation Group, we manage motor and property insurance processes from policy through claims, using specialist software platforms, innovative service solutions, and extensive third party repair networks. Our offerings are complete, so our clients can, if they wish, choose to become ‘virtual insurers’, using our software, our processes, our staff, and our assessment and repair networks, all working in concert to provide better customer satisfaction and lower costs than they would be able to achieve on their own. We live up to our name by constantly innovating around business process, business model and technology. We measure, monitor and analyse our work to improve it and continue to add more value. By doing all this in the way we do it, we believe we help our clients become more resilient, sustainable, and successful, or in other words, ‘Future Ready’.

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The industry is going through a period of change. Particularly within the insurance sector. There are 2,800 insurers in North America and competition increases by the day. In the claims arena, all are seeking the holy grail of lowest cost possible with greatest customer experience. Needless to say, these two things do not work in harmony! However, the advent of technology is really starting to change what is achievable and helping businesses move closer to this goal. As a consequence, we are having to run faster to keep up. This in turn is leading to a lot more alliances being formed as acquisitions taking place as businesses try to accelerate themselves towards the future. It’s a fun time for our industry. The Deal The deal was the direct acquisition of Driven Solutions by Innovation Group for US$7.5m. The inception to close process was very quick at just over three months. Critical to our offering is our people, our technology and our supply chain capability. Tow and Roadside represents one of the last “key” supply chains that we did not actively operate within and therefore was a natural progression for us. The acquisition of our

Driven plays right into our growth story as we further enhance our end to end capabilities as a “one stop shop” solution and are able to provide a leveraged price point to our customers. All the things that are attractive to existing and potential customers. The deal was initially brokered by Preston Todd Advisors, a specialist M&A Advisory firm. The due diligence process and negotiations were managed by innovation Group directly with the majority of due diligence being managed in-house. We did engage some specialist legal for the sale and purchase agreement. The main deal challenge was timetable. It was a very aggressive timetable and was ultimately overcome by commitment from all parties involved, as well as a lot of late nights and weekends. As for the future, my prediction for the future is a very successful integration that will lay the foundations for many years of future growth. n

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DEAL OF THE YEAR

European / TMT

Company: Wyless Group Name: Gilli Coston Web: www.wyless.com Address: 60 Island Street Lawrence, MA 01840, USA Phone: +1 617 949 8900

The Changing Face of Wyless Gilli Coston, Chief Strategy Officer at Wyless Group, the leading M2M managed services provider, tells us about the firm’s recent acquisition of Dutch firm ASPIDER M2M. In April this year we announced the acquisition of 100% of Netherlands-based ASPIDER M2M. Headquartered in the Netherlands, ASPIDER M2M is active across the rest of the Benelux region, has established offices in Germany and is increasingly expanding its presence in DACH. We see this acquisition bringing Wyless a number of very positive attributes. It strengthens the company’s position in mainland Europe, it provides core network expertise into Wyless and brings a team of great people into the Wyless business. Though the geographical complementarity is evident, what is perhaps not quite so obvious at first glance is the additional capabilities that ASPIDER M2M brings to the Wyless Group. Specifically this relates to core network elements: ASPIDER M2M runs its own Cisco and Oracle based core network of GGSNs, HLRs and Intelligent Network, allowing it to act as an MVNE for IOT. This core network capability has implications for how the group might support large multi-nationals. For some customers, operator independence is important, particularly the larger Enterprises and Utilities. Wyless will complement its portfolio with an operator independent solution that ASPIDER M2M has already deployed to customers like Philips and Stedin. It is also noticeable that the Wyless approach of providing end-to-end managed services, including the likes of multi-operator support and device lifecycle management will dovetail nicely with ASPIDER M2M’s approach of providing Core network based IOT Solutions. The final benefit for Wyless of the ASPIDER M2M acquisition is that it brings some excellent people into the business, significantly increasing the human capital at the company’s disposal.

Michael Zwijnenberg, VP ASPIDERM2M said, “I believe strongly in the emerging Internet of Things market. There will be a premium for the company being the 1st to claim leadership in this market and I want to be a part of that company. ASPIDER has a focus on offering core-network based solutions in the areas of operator independence, security and outsourced billing via its prepaid IN. Wyless has lately been focussed on building more complete and complex end-to-end managed services around IOT deployments. Product wise this is a perfect fit and together I believe that we can win the market with our think Global act Local approach.” As part of the acquisition, Jan Willem van Doorn, Chairman of ASPIDER Holding, who negotiated the deal with Wyless Group Founder and Chairman Christopher Lowery, joined the Wyless Board of Directors. This announcement comes on the heels of the October 2013 acquisition of Brazil’s TM Data, run by Sergio Souza, which provides the Latin American element. Sergio Souza, CEO of Wyless TM Data said “Wyless technology and experience along with TM Data’s market penetration in Latin America creates a solid and dynamic partner to quickly develop M2M or IoT projects during conception, roll out and operation phases. The market for connected devices in Brasil and our surrounding countries is set to explode and we are gearing up to address it with scale and vision, and build value for our customers looking to expand here.” These acquisitions provide the platform for Wyless to experience explosive growth in Europe and Latin America and continued out-performing the market growth in North America. n Acquisition International December 2014 47

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DEAL OF THE YEAR

Asia Pacific / Support Services

Company: Crowley Accord Ship Management Name: Mr. Sanjay Shesh Email: sanjay.shesh@ crowleyaccord.com Web: www.crowleyaccord.com Address: A/101, Citi Point, Andheri - Kurla Road, Andheri (East), Mumbai – 400059, India Phone: +91 22 61413333 / 61725100

Crowley Maritime Corporation Acquires Accord Ship Management (HK) Limited and Accord Marine Management Pvt. Ltd. Mr. Sanjay Shesh, Managing Director, Crowley Accord Marine Management Pvt. Ltd. gives us some insights into the recent merger of Crowley and Accord Ship Management. Crowley and Accord Ship Management have joined forces to create Crowley Accord. Crowley, founded 1892 and headquartered in Jacksonville, FL, USA, is one of the oldest ship owning and managing companies in the US, providing marine solutions, transportation, logistics and technical services in the domestic and international markets. Accord is a third party ship management company providing technical services and crew management as well as a broad range of back office services since 1992. With offices throughout the US, Mumbai, Goa, Hong Kong and Amsterdam, Crowley Accord is a leading worldwide ship manager, managing over 60 vessels of every type and variety. The company shows a strong focus on value added management models and operational

efficiency. As a result, our management solutions benefit our clients directly with a proven return on investment Crowley were keen to expand business and create a greater presence outside of the US, and were careful to only pursue companies that share Crowley’s corporate values and culture, says Sanjay Shesh, Managing Director, Crowley Accord Marine Management, especially in terms of safety. “After several visits to observe their culture and operations, Crowley were convinced that Accord is the right fit to complement their existing operations. Accord had built a team that allows access to trained, qualified mariners without the additional expense of third-party

crewing companies, something potential customers were demanding. This acquisition resulted in a combined fleet of over 60 vessels managed for thirdparty owners.” Several visits were made to observe Accord’s culture and operations to convince that Accord is the right fit to complement Crowley’s existing operations. Accord provides Crowley with both an immediate international book of business and an established and respected entry into the international ship management market, says Shesh. Shesh says that Accord provides Crowley with both an immediate international book of business and an established and respected entry into the international ship management market. “The company also offers Crowley the opportunity to provide additional and more regionalized support to its worldwide operations, including its solutions, liner, logistics, petroleum services, and Titan Salvage groups.” The deal will allow the parties involved to encompass commercial ship management, says Shesh, along with several of the company’s other essential business functions: project management for the energy and resource extraction industries; marine salvage, wreck removal and emergency response; heavy lift barge transportation; ocean towing; marine engineering, naval architecture and construction management; remote fuel management; project concept study development; and government services. n

48 Acquisition International December 2014

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DEAL OF THE YEAR

Asia Pacific / Support Services

â&#x20AC;&#x153;

Crowley stepping into the management of Accord is a great step forward. The spotless image and pure charisma of Crowley will propel us to a higher plane where economical solutions will be available to our existing and new clients with greater brand value and higher standards of committed service.

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Acquisition International December 2014 49

www.acquisition-intl.com

DEAL OF THE YEAR

Europe / Real Estate

Company: STRABAG Real Estate GmbH Name: Thomas Hohwieler Email: real-estate@strabag.com Web: www.strabag-real-estate.com Address: Siegburger Str. 229c, 50679 Cologne, Germany Phone: +49 221 824 2000

STRABAG Real Estate Acquisition of the Astoria Office-Commercial Project in Warsaw in October 2014 In October, STRABAG Real Estate GmbH, which ranks among the leading project development companies in Germany and Europe, announced the launch of its ASTORIA office and retail project in the centre of Warsaw. We caught up with Thomas Hohwieler, Managing Director of STRABAG Real Estate GmbH, to find out more about the deal. STRABAG Real Estate GmbH (SRE) ranks among the leading project development companies in Germany and Europe. In addition to its headquarters in Cologne, the company is represented with locations in the main German business centres, in Austria and Sweden, as well as being increasingly active in Central and Eastern Europe. The firm offers fully comprehensive services – from initiation, project planning and realization, right through to leasing and sale. The company’s wide-ranging portfolio includes the development and realization of office, business and retail real estate projects, also covering residential, hotels and special-type properties. SRE is part of STRABAG SE, a European-based technology group for construction services as well as a leader in innovation and financial strength – and as such it has a strong financial basis. “This means, in comparison to other project development companies, we can act quicker and more freely when it comes to taking opportunities for purchasing and developing properties,” says Thomas Hohwieler, Managing Director, STRABAG Real Estate. In October, STRABAG Real Estate announced the launch of its ASTORIA office and retail project in Warsaw. The building will offer 28,000 sqm at ul. Przeskok in the centre of the Polish capital. “ASTORIA is being erected right in the centre of the Polish capital, directly between the Old Town and the city’s business district,” says Hohwieler. “The building stands out being surrounded by administrative, cultural and perfect infrastructure 50 Acquisition International December 2014

for our tenants in terms of accessibility, catering and shopping possibilities. The completion of the €75m project is planned for the first half of 2016. Besides STRABAG Real Estate, which developed the project, and STRABAG Sp. z o. o., which is the general contractor, most of the consulting companies were of STRABAG group as well. You could say that ASTORIA is almost to 100 % a STRABAG project. The only big exception is the architecture, it comes from Epstein architect’s office.” The ASTORIA Project is another step in STRABAG Real Estate’s strategy of extending its international presence, says Hohwieler. “We hope it will become as successful as many of our other projects, including award winning real estate developments such as Dancing Towers or Milaneo.” The deal’s decisive advantage for STRABAG Real Estate is the already existing presence of the STRABAG SE Group in a number of countries, including Poland, meaning that the entire infrastructure required for the development and execution of a project is already in place, says Hohwieler. “Thanks to this, we could take the chance and extend our international presence with the developing of ASTORIA. Starting with this project, we plan to extend our project development activities in Poland in the future.” STRABAG Real Estate closed the ASTORIA deal mainly with STRABAG Group internal resources, being strongly supported by its colleagues in the

legal, tax and treasury departments and their partners. “From the very beginning we implemented that the closing process had to follow the principles of STRABAG Group corporate rules, policies and procedures,” Hohwieler says. Every deal has its own challenges and characteristics. And in the ASTORIA deal, says Hohwieler, following the company’s corporate procedures made overcoming those challenges a whole lot easier. “During the whole time we communicated in an open, transparent and serious way with our negotiating party. Overall this made the deal feel more like an agreement between partners than a ‘hard deal’.” The current business climate in Poland was conducive to a problem-free deal, Hohwieler says. “Due to the low level of interest rates, banks are more willing to give out credits at the moment. Of course this is not true for every country in Europe, but it is for Poland, which we believe to be one of the strongest markets in Eastern Europe. These facts also helped in the closing of the deal, of course.” The deal sees STRABAG Real Estate bring its 50 years of expertise in project development gained in the German market to Poland. “But we are also able to implement our successful strategy of interdisciplinary cooperation with our construction colleagues in the local market,” Hohwieler says. “In addition, STRABAG Real Estate established a representative office in Warsaw. With it, we plan to expand our project development business in Poland

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DEAL OF THE YEAR

Europe / Real Estate

and generate new projects in the future.” Key to success in any project development deal is location, Hohwieler says. “Furthermore, a spectacular architecture also helps. Nevertheless we also always try to aim for a good cost-benefit ratio for the tenants in our project. For example, at ASTORIA we use a concrete core tempering (CCT) system to control room temperature and further reduce the operating costs compared to ‘traditional’ real properties. All of the above aspects are also important factors for investors buying the project and thus ensure an overall successful project. Not only for us as the developer, but also for the investor on a long-term perspective.” While STRABAG Real Estate always has an eye on the future, for the time being it is focused on finishing the ASTORIA project and making it a success, Hohwieler says. “As it is our first project in Poland, the market will judge us by it. Nevertheless we are of course also looking for other opportunities for new project developments – including own developments as well as joint ventures. For the future, we think that Poland may become one of STRABAG Real Estate’s key markets.” n

Acquisition International December 2014 51

www.acquisition-intl.com

DEAL OF THE YEAR

UK / Real Estate

Company: Pension Insurance Corporation Name: Delphine Deasy Email: deasy@ pensioncorporation.com Web: www. pensioncorporation.com Phone: +44 020 7105 2000

Pension Insurance Corporation Invests £114m in University of London Student Accommodation In July, Pension Insurance Corporation (PIC), a specialist provider of insurance solutions for defined benefit pension funds, provided £114m of funding as the sole investor in a loan which allows the University of London to redevelop its Garden Halls student accommodation in Bloomsbury, in partnership with University Partnerships Programme. Delphine Deasy, Head of Credit Research at PIC, gives us some background on the deal. Pension Insurance Corporation (PIC) provides tailored pension insurance buyouts and buy-ins to the trustees and sponsors of UK defined benefit pension funds. PIC brings safety and security to scheme members’ benefits through innovative, bespoke insurance solutions, which include deferred premiums and the use of company assets as part payment. PIC has more than £12bn in assets and has insured 100,000 pension fund members. Clients include Citigroup, Total, Cadbury, Honda and Alliance Boots.

PIC specialises in providing annuities. An annuity is a promise, in our case to pay pensions, supported by our capital, to the former members of defined benefit pension funds. Although PIC may not be a household name, our ethos of client service has helped us become a leader in the pension insurance sector. PIC is an insurance company, rather than a pension fund, overseen by our regulators, the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA). An open, flexible and proactive approach to our clients’ issues has been key to achieving success. We continue to innovate new solutions to, what to our clients, can seem intractable problems. Our attention to detail and willingness to innovate solutions has been noticed by clients who increasingly return to us to secure further liabilities either for the same scheme, or other schemes with the same sponsor. Our investment approach is to protect what we have for the long term. We carefully analyse potential risk and review the safest ways in which we can invest the money which will pay your pensions. We invest mainly in ultra-safe, high quality government and company bonds. The Deal UPP Group Limited, one of the UK’s leading providers of campus infrastructure and student

52 Acquisition International December 2014

accommodation, was appointed by the University of London to design, fund, develop, and operate over a 50-year period the student accommodation at Cartwright Gardens, Bloomsbury, London. The scheme will include the refurbishment of the existing Hughes Parry Hall tower and the demolition of remainder of Hughes Parry Hall along with Canterbury and Commonwealth Halls. A new hall of residence will be built incorporating different types of student accommodation along with internal courtyards, dining facilities, a student reception area and study areas. The transaction, which closed in July 2014, includes £113.8m of debt funding from Pension Insurance Corporation and £26.9m of sub-debt and equity provided by UPP and its investors. Brookfield Multiplex has begun the construction of the development, with the target date for practical completion being scheduled in 2016. There were four key strategic aims behind the deal: Freeing up resource to invest in teaching and research for a World Leading University The University of London, its Central Academic Bodies and its constituent Colleges enjoy a world leading reputation for the high quality of their teaching and research. This transaction generated a capital receipt enabling the University to concentrate funds on academic investment, student services, libraries and its academic institutions, whilst also being able to improve and increase its student accommodation stock.

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DEAL OF THE YEAR

UK / Real Estate

Investing in new accommodation This transaction is a vital part of the University’s investment programme to upgrade accommodation, which has reached the end of its design life. The project will deliver modern and affordable accommodation in central London, in total 1,200 rooms, to students of the Colleges of the University of London. This investment is important to continue to attract the brightest and best students. Meeting growing demand This scheme will help meet the growing demand for affordable accommodation in central London. There are more than 260,000 full time students in London, studying at sixty different colleges and universities, making London the largest concentration of higher education providers in Europe. In recent years, even though there has been a large increase in the amount of student accommodation available, it is estimated that approximately 72% of students are still unable to access University halls of residence or purpose built private sector accommodation. Affordable rents The undersupply in this market has driven rents upwards and students may now be expected to pay rents in excess of £220 per room per week for a well located en-suite bedroom. In order to maintain the excellence and attractiveness of London’s universities, it is vitally important that student residence costs remain affordable. Affordability was a key strategic aim behind this deal. The deal will replace outdated residences that will be available for occupation by the students of University of London and its Colleges, without requiring the University of London to encumber its own balance sheet with debt. The investment also generated a capital receipt enabling the University to concentrate funds on academic investment, student services, libraries and its academic institutions, whilst also being able to improve and increase its student accommodation stock. Looking to the future, to date, UPP has procured investment of £1.7bn in the Higher Education sector and plans to raise a further £1bn into UK universities over the next three years. The UK Higher Education sector is a long-term investment class and provides stable returns. All of the parties involved in the transaction would be keen to investigate future similar projects where they could work together. n

Acquisition International December 2014 53

SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Leading Adviser Review As the year comes to a close, weâ&#x20AC;&#x2122;ve spoken to people working in a range of sectors, whose skills and expertise have marked them out as outstanding advisers in their respective fields over the past 12 months.

54 Acquisition International December 2014

2014 Leading Adviser Review

SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Leading Adviser Review

Jin Mao Partners is a full-service law firm founded by some of Asia’s leading lawyers, with a view to provide better services to mid- and high-end clients both at home and abroad.

Jin Mao Partners

Beijing Office Address: Suite 1802, Zhong Yu Plaza, 6A Gong Ti Bei Lu, Chaoyang District, Beijing, 100027, China Phone: +86 10 8523 5299 Contact: Qi Bin Email: qibin@ jinmaopartnersbj.com

Shanghai Office Address: 13/F, Hong Kong New World Tower, No. 300, Huai Hai Zhong Rd. Shanghai 200021, China Phone: +86 21 6387 2000 Contact: Xie Yong Email: yongxie@ jinmaopartners.com

Web: www.jinmaopartners.com

Beijing

Company: Hellström Advokatbyrå KB Name: Mats Hellström Email: mats.hellström@ hellstromlaw.com Web: www.hellstromlaw.com Address: P.O. Box 7305, S-103 90 Stockholm, Sweden Phone: +46 8 22 09 00

Shanghai

Jin Mao Partners, as a premier PRC law firm, provides clear, cost-effective and timely advice that is uniquely built on deep domain knowledge, keen strategic understanding and critical judgment that can only come from extensive experience. Clients rely on Jin Mao Partners to address both legal and business challenges that impact their success, and partnership with its clients to produce close collaboration and best business outcomes has been built into the core value of Jin Mao Partners. With the goal to be the firm of choice for clients with respect to their most challenging legal issues, most significant business transactions and most critical disputes, Jin Mao Partners commits itself to go beyond simply responding to today’s issue. It is always thinking ahead to find creative and practical solutions to some of the most challenging and complex legal issues confronting its clients in China. With 26 partners and 49 associates at its Beijing and Shanghai offices, the Firm’s core practice includes FDI, joint ventures, merger and acquisition, private equity, venture capital, corporate finance, project finance and infrastructure, capital market, intellectual property rights, cross-border transaction and dispute resolution. The Firm is also specialized in providing valuable insights in certain industrial sectors, including information technology, banking and finance, energy, medical instruments, pharmaceutical, automotive and real estate. The Firm believes that becoming a specialist in sectors of clients is always the best way to serve the clients as well as to maintain a niche. Several partners of the Firm, including Dr. Qi Bin in its Beijing office and Mr. Xie Yong in its Shanghai office, have been named

as “Asian Leading Lawyer” by AsiaLaw in different practice areas for many years. The outstanding experience of the lawyers of Jin Mao Partners and their wealth of expertise in its core practice areas enables the Firm to provide clients with exceptional advice that makes a real difference to their business success in China. 2014 is another record-breaking year of the Firm, particularly with a number of deals in merger and acquisition, cross-board transactions, capital market and venture capital financing, including acting as PRC counsel to the REITs IPO of Mapletree Greater China Commercial Trust in Singapore, representing IBM in the sale of its X-86 server business in connection with its Chinese entities, and representing both investors and Chinese companies in their onshore and offshore venture capital investment and financing in RMB and US dollar. The Firm’s clients include both MNCs and leading Chinese state-owned enterprises, such as IBM, Amobee, Mapletree, Nomura, GDF Suez, Microsoft, EPCOS, Compagnie Financiere De La Bred, Fujifilm, MSD, Legend Capital, Lightspeed China Partners, LinkedIn, Impregilo, VMware, subsidiary of Shanghai Lujiazui Group and Zhangjiang Group. n

“

The Firm believes that becoming a specialist in sectors of clients is always the best way to serve the clients as well as to maintain a niche.

”

Mats Hellström, Managing Partner and Founder at Hellström Law Firm, in Stockholm, Sweden, tells us why the firm’s advisors are lawyers you want on your side

day business are limited and dealt with. We provide cost efficient, relevant and accurate advice. We take pride in providing fast and to-the-point legal advisory.”

Since its founding in 1991, Hellström Law firm, in Stockholm, Sweden, has established itself as a business oriented, high quality, full-service practice that addresses the diverse and complex needs of its clients.

The firm believes in lawyers with business know-how and personal commitment, says Hellström. “How do we accomplish this? By building long client relations and by being well informed about our clients’ businesses. If we learn to foresee our clients’ goals we believe we become better advisors and be the lawyers you want on your side.” n

“We aim for hands-on business advisory, legal expertise and a commitment to quality and service,” says Mats Hellström, Managing Partner and Founder. “We have set our minds to always be a leading ‘bigyet-small’ business law firm in Scandinavia, with an industry standard know-how, close client engagement and an international client base. We have a worldwide reach from our global international networks. Our working formula is very simple: our clients expect engagement and results; we commit and we deliver.” The firm’s client base varies from global listed companies to holding companies and midsize owner driven companies. says HellströmA good advisory firm views each client differently and independently, depending on their size, business model and vision, Hellström feels. “We aim at mixing our legal know-how and business experience when giving legal advice, and thereby adding both top quality legal products but also tailor made business value to our clients.

“

We aim for hands-on business advisory, legal expertise and a commitment to quality and service.

”

“We want to be part of taking our clients’ businesses forward and make sure that typical risks in the day to

Acquisition International December 2014 55

SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Leading Adviser Review

Mazanti-Andersen & Korsø Jensen is a medium sized law firm in Copenhagen. We employ 50 lawyers.

deliberations, court work and bankruptcy work. Our clients are mostly from various financial institutions, but we also represent clients in other industries.

Our transactions are mostly within the financial industry. We also do comprehensive litigation. The litigation cases are typically also within the financial industry.

The characteristics of a good adviser are; service mindedness, availability, independency and the use of legal methods.

With regard to transactions, we assist numerously with M & A, refinancing raise of capital, core, hybrid, subordinated and senior debt.

Company: Mazanti-Andersen & Korsø Jensen Name: Jørgen Kjeldgaard, partner Email: jok@mazanti.dk Web: www.mazanti.dk Address: Amaliegade 10 1256 København K Phone: +45 33 19 37 15

Recently we have transferred a bank with capital losses by order of the Danish FSA and at the present time, we are assisting banks requiring core capital, by issuing perpetual non-cumulative resettable additional tier 1 capital bonds. As regards litigation, we currently represent parties involved in the banks’ breakdowns in the period from 2008 and onwards. These cases involve numerous parties, significant claims on economic damages, and they also require a lot of time for both the preparation, and for the days in court. Many of the cases will not be concluded in the first instance before 2019, with expected 150 days in court. The current business environment in this region can be described as uncertain. Consume is low, but is expected to raise. The advisors in our law firm do documents drafting, negotiating, law studies, presentations, strategy

Lee Diercks is Partner at Clear Thinking Group LLC. He speaks to AI magazine about the firm, its notable successes and what the future

As successful outcome for a law firm necessitates knowledge, availability, and the ability to focus on, and create results for the clients. We focus on educating the next generations with this philosophy. 2014 has been a good year, despite the general hesitations regarding transactions. We also see more competition in the legal industry, more individual and aggressive marketing dispositions. We foresee yet some mergers in the banking and financial industry which we may be assisting. Within the industry, we have noticed that accounting firms have closed down their legal advisory departments. In the near future, we may experience the resource problem with the law firms. There are many senior lawyers, who will retire in the near future, and there seems to be a generation problem in the major law firms in Denmark. One transaction that we are rather proud of would be the simultaneous merger of 16 savings banks into one new bank, the consecutive merger of this new bank with an existing (subsidiary) bank, combined with a capital increase and an IPO on the NASDAQ Copenhagen. That was very exiting (and time consuming)! n

overall profitability. However, like most sectors, there are clients that we assist that have continued to struggle since the recessionary period started.

holds. Founded in 2001, Clear Thinking Group LLC is an advisory firm with a reputation for providing the advice, support services, and unique solutions to companies across the world that are counting on success.

Company: Clear Thinking Group LLC Name: Lee Diercks Email: ldiercks@ clearthinkinggrp.com Web: www.clearthinkinggroup.com Address: 401 Towne Centre Drive, Hillsborough, NJ 08844 USA Phone: (908) 431-2121

Diercks explains more about what the clients that engage Clear Thinking’s services, and differentiates the firm: “Clear Thinking Group assists a variety of clients some healthy and some distressed. In both situations, we provide our clients a clear objective viewpoint, leading to executable actions that will lead to greater revenue, enhanced profitability, and more liquidity. “Our clear, unbiased, innovative and progressive strategies help our clients achieve their goals. “A good advisor listens and can quickly review a situation to provide actionable solutions. A good advisor utilizes communication skills to motivate others to take action.” The firm’s Partners and Managing Directors have decades of experience in all consumer product and retail sectors. This includes manufacturing, distribution and wholesale organizations. The partners are well known in the industry by both clients and stakeholders. The current business environment continues to improve, and Diercks states: “A lot of our clients are seeing slight increases in sales revenue, and increased

56 Acquisition International December 2014

“2014 has been a good year, with increasing revenue and profits for our firm. However, there are significant changes occurring in the consulting industry and there is a significant change occurring in our referral base.” Clear Thinking Group has continued to provide great results for its clients in 2014. “We have worked with Clients that had severe liquidity constraints and we were able to work thru these issues, and now those Clients are in a better place today,” says Diercks. “We’ve helped clients get new financing to grow their businesses and we were involved in a number of situations where we provided services to get Companies ready for a sale process. “A successful outcome is hard to define in general, as each client requires different solutions. However, our general philosophy is to “make the situation better than we found it.” Diercks tells us his predictions for the future, particularly for 2015, and the major developments within the industry that he expects to see. “We expect 2015 to be a year where general economic conditions continue their improvement. We expect a continuing change to the lending environment where regulated lenders continue to exit some of their existing loans due to greater regulations. This will create challenges and opportunities for some of our clients; and lead to opportunities for our firm.” n

SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Leading Adviser Review

Tekil Law is an independent commercial law firm established in 1994 in Istanbul, providing legal consultancy and litigation services to domestic and foreign clients mainly in Corporate Law, Intellectual Property Law, Information Technology Law, Employment Law, Advertising & Media Law and Contract Law. The firm also counsels in Consumer Law, Real Estate Law and regulatory affairs as complementary practice areas.

Company: Tekil Law Office Name: Esra Tekil, Managing Partner Email: esra.tekil@tekil-law.com Web: www.tekil-law.com Phone: +90 216 346 74 00

The firm is led by three partners who have a strong background and an extensive experience based in many years of practice and are personally involved in all matters related with their clients. These two factors appear as a significant value added to the quality and effectiveness of the firm’s legal services. The primary goal of Tekil Law is to provide the highest quality legal service at competitive rates by establishing an intensive contact with the clients and understanding their needs. Considering the nature and the complexity of the matter, the firm provides tailor-made legal services to its clients by determining a specific strategy for each client. The lawyers of the firm do not simply act as “legal advisers”, but as “integral team members” who establish a close longterm cooperation with their clients and warn them at early stage by proactively foreseeing the potential risks their clients might face during their commercial activities in Turkey. The firm is well equipped to handle all types of business transactions, including particularly mergers and acquisitions, company incorporations

Michael Orimobi is Managing Partner at Tokunbo Orimobi LP, based in Nigeria. Tokunbo Orimobi is a Nigerian firm of Barristers and Solicitors, established in 1979. Managing Partner, Michael Orimobi, tells us more. “Our medium to long term distinguishing strategy involves consolidating on local clients while attracting several international clients to Tokunbo Orimobi via our various offices all over the world.

Company: TOKUNBO ORIMOBI LP Name: Michael Orimobi Email: michaelorimobi@ tolegalgroup.com Web: www.tolegalgroup.com Address: 5th Floor, 72 Broad Street, Lagos, Nigeria Phone: +234 (0) 8055190020

“As legal advisors, we possess the requisite qualification, expertise and experience to provide the legal advisory services to various clients. We are often called on a regular basis to provide a wide range of legal services to these broad classification of our clients. They include clients in the financial services sector, manufacturing sector, energy sector, e-commerce sector, etc. we are solution providers to the myriad of legal issues our clients have on a daily basis. We think of ourselves as ‘business lawyers’, not just regular lawyers. “Our vision as a law firm is to be ‘primus inter pares’. It is with this vision that we drive the business of the firm. Our clients believe in us and we reciprocate by exceeding their expectations at all times. “Our partners believe strongly in the words of Napoleon Hill “what the mind can conceive and believe, the mind can achieve” and it is on this premise that they administer the law firm. Tokunbo Orimobi LP is where ingenuity, possibilities, team spirit, superior arguments and most importantly client satisfaction prevail.”

and restructurings, reorganizations, corporate maintenance, due diligence, debt collection, securities, registration and protection of intellectual property rights, compliance with advertising and media regulations and formation of the corporate employment rules. A significant portion of the firm’s clients consists of foreign investment companies and big size multinational corporations operating in Turkey which have a remarkable need in having an experienced and personally committed legal support. Turkey is one of the few countries being less affected by the global downturn, since the country passed through its own economic crisis in 2001. Since then, Turkey was well prepared to a potential crisis by ensuring both political and economic stability and reorganising its banking system that was the weakest point before 2001. Despite the global downturn, Turkey still appears as a growing and developing market offering good investment opportunities to foreign investors especially in the fields of real estate, construction, retail and energy. The geopolitical status of Turkey also makes the country an attractive and dynamic market between Asia and Europe. In 2014 there was a remarkable interest of international companies to growing Turkish companies especially in the social media and IT sector that resulted with an increase in M&A activities. The increasing investment trend seems to be continued in 2015. Tekil advises foreign investors to consider M&A as a strategic process that needs to be carefully managed and planned with their local legal consultants, including the post merger process. n

Orimobi states the current business environment in Nigeria is highly competitive. “In spite of its environmental, social and infrastructural constraints and challenges, investors’ interest in the country has not waned,” he says. “Also, Nigeria remains a high risk, high return business environment, and one which stands poised to experience economic and social transformation in the medium to long term.” Tokunbo Orimobi grew in size and geographical spread across Nigeria in 2014 and it is also about to kick-start the expansion of the law firm into other countries. “The business environment has experienced some macro-economic challenges in 2014 and this has reduced the quantum of quality (medium-big ticket) transactions compared to previous years,” explains Orimobi. “We have responded to this by providing highest quality services to the clients we already have in the firm and thus, positioned ourselves for the upside, when the quantum of transactions increases.” With regards to the future, Orimobi has some predictions regarding both the country and the firm. “The Nigerian economy would witness significant growth, post-2015 general elections in Nigeria. Professional Advisers with quality experience and expertise would benefit from increased patronage. There would be a lot of project/infrastructure finance transactions, capital markets transactions for the federal government, state governments and possibly, corporates. “Also, we intend to open our Ghana and New York offices in the nearest future as part of the globalization of the Tokunbo Orimobi brand.” n

Acquisition International December 2014 57

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2014 Leading Adviser Review

Dr. Norbert Wess LLM, MBL, is partner of the law firm wkk law in Austria/Vienna. Wkk law was established in 2006 by Mag. Bernhard Kispert, Mag. Christian Kux and Dr. Norbert Wess.

Company: wkk law Name: Dr. Norbert Wess LLM, MBL Email: n.wess@wkklaw.at Web: www.wkklaw.at Address: Himmelpfortgasse 20/2, 1010 Wien Phone: +43 532 13 00

Dr Wess tells us more about the firm and the services it offers. “wkklaw is one of Austria´s leading criminal law firm specialised in white collar crime. In addition to our criminal law expertise, our team of four lawyers and eight associates, guarantees our clients expertise in the following practice areas: medical law, real estate law, internal investigation and compliance, litigation and arbitration, eventand sports law, restructuring and corporate law. Our lawyer´s expertise derives from their experience gained at various law firms. Moreover, our young team of lawyers and associates is highly trained and educated in a wide range of fields, very motivated and connected to an international network. Our broad collective experience provides a solid foundation for legal guidance.” Dr Wess continues: “Our philosophy at wkk law is ‘strive to exceed client´s expectations.’ We work hard to provide sound solutions to our client´s legal problems. Our client´s satisfaction defines our goal and we commit in becoming trusted counsellors. We believe that a precise understanding of our client’s needs is essential; therefore, our first priority is to listen to our clients to ensure to completely understand their legal issues. We focus on clear communication and prompt service. Within the company, we maintain a friendly relationship among

Managing Director, Warren Rodrigues, tells us more about the firm, its clients and its overriding philosophy. “Faramond offers wealth preservation strategies, generation planning and estate planning to high net worth clients around the world,” he explains. “Our advisers are client-focused, and appreciate that clients today need education and guidance in order to labour through the complexities of financial markets. “Faramond’s philosophy involves being equally dedicated to our clients and our employees. The core of our advisory team has been together for over a decade, and this level of consistency is massively beneficial to the company and to our clients. Company: Faramond (Labuan) Limited Name: Warren Rodrigues – Managing Director Email: warren.r@faramond.com Website: www.faramond.com Address: Suite A-10-2, Taipan Office, 10th Floor, Menara Taipan, No. 6, Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia Phone: +603 2070 6675

“In addition to maintaining a cohesive group of advisers, our client retention is among the highest in the industry. Relationships are paramount, and we approach every client with empathy, helping them to achieve their financial goals while ensuring that a necessary risk management overlay shields them from volatility. “The pride that each adviser takes in working for Faramond makes us like a family. And it is this sense of identity that allows us to continually attract new staff and new clients. “A typical client is a high net worth individual, who is either looking to forge a solid wealth preservation strategy, or to consolidate and/or rationalise their existing finances.” “We know that there are no short-cuts to earning a client’s trust, which is why we continually reinforce in all advisors the values of honesty, integrity and compassion. By ensuring that our advisors never compromise on

58 Acquisition International December 2014

lawyers and associates. We support each other and also encourage our associates to build teams and work together on solving complex cases.” 2014 has been one of the most successful business years for wkk law since its inception, as Dr Wess explains. “We have not only settled important law suits in our favour but wkk law was also nominated as one of the first contact law firms in the field of white collar crime. The major change in our business in Austria is that the cases in white collar crime are more and more connected with international legal norms. “In ratings, wkklaw is ranked as following: • Expert Guides (2014) – White Collar Crime • Corporate Intl Magazine Global Award: White collar Crime Law firm of the year in Austria (2014) • Format-Lawyers Ranking (2014): Criminal Law • Chambers Europe (2014): White Collar Crime “The ranking of lawyers in the magazine “Format” is one of the most important rankings in Austria.” With regards to the future, Dr Wess has predictions both for the Austrian business environment and the firm. “In connection with the recent legal amendments beginning with 1.1.2015, it will be possible to file a suit directly against a provision to the highest Austrian Constitutional Court. In practice, it means that we have to focus and connect white collar crime with constitutional questions.” n

these core values, we have built a solid reputation in the jurisdictions where we do business. ” The Asian investment market remains buoyant, tells Warren, stating: “Crucial lessons learned from the Asia Crisis in 1997 meant the region weathered the recent global financial crisis better than the West, and irrespective of unfolding market volatility, we see growth remaining stable.” In fact, 2014 has been a great year for Faramond, as Warren tells: “Malaysia is currently experiencing a boom in the Oil & Gas services sector, and there is no reason to believe this will not continue. New markets opening up (e.g. Myanmar), and the continued growth of countries such as Vietnam, also offer excellent growth prospects for our business. We are eager to see to what extent the dynamics of the Asian economy as a whole are affected by the full regional integration of ASEAN countries, scheduled for 2015.” Warren believes the impact of the long-anticipated Foreign Account Tax Compliance Act will ultimately prove to be neutral, if not beneficial. “FATCA poses challenges for the entire industry, not only in terms of vetting existing clients for compliance with the new law, but in terms of being necessarily more selective in those clients we deal with going forward. Enhanced regulation must not always be an encumbrance, however, and by ensuring that we embraced these changes early, we have positioned ourselves strongly for the future.” And what does Warren think the immediate future holds? “We remain vigilant, as there is no way of knowing how much of the recovery during the last 5 years was down to the easy money policies of major central banks, and whether we are truly out of the woods yet.” n

SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Leading Adviser Review

Azzam Zalloum is Managing Partner of Zalloum & Laswi Law Firm. Zalloum and Laswi Law Firm was initially established as a law office in Jordan in 1993 by Managing Partner Azzam Zalloum and later became a full-fledged law firm. Zalloum & Laswi has experienced significant growth locally and internationally by maintaining a comprehensive understanding of local Jordanian laws and regulations, as well as providing local and international clients with quality legal services compatible with today’s economic challenges.

Company: Zalloum & Laswi Name: Azzam Zalloum Web: www.zllawfirm.com Address: Shmeisani - Abdel Hameed Badees St. Building No. (14) - Ground Floor. Phone: +962 (6) 5654393 Fax: +962 (6) 5653785

Azzam Zalloum tells us more. “Our firm prides itself on its dedication to its clients, and the hard work it puts into ensuring that even the smallest of details are treated with the utmost care. The firm understands that paying attention to details from the outset can help reduce the risk of costly litigation for its clients down the road.” The current business environment in Jordan is investor-friendly, and Zalloum describes how the area enjoys political stability and safety compared to the region. “That being said, it still requires development from time-to-time so that the competitiveness of Jordan increases on a regional level.” Zalloum & Laswi’s philosophy is to present high-quality legal services in a timely manner. “Here, at Zalloum & Laswi, we encourage all lawyers to be proactive whether by taking on more responsibility or by conducting their own casework,” explains Zalloum. “All of our partners have an open door policy, creating a supportive learning environment. We strive to ensure that any work we do

Pegasus Intellectual Capital Solutions is a leading investment bank dedicated to middle market corporate finance. Pegasus Intellectual Capital Solutions conducts capital raising, mergers and acquisitions, exit planning, shareholder value maximization, restructurings and workouts. They are an investment bank engaged exclusively in corporate finance, and specialize in crafting custom engineered solutions for their clients. They were named “2014 Investment Banking Boutique of the Year” by Acquisition International Magazine, and “Investment Banking Boutique of 2013 – USA” by InterContinental Finance Magazine.

I NTELLECTUAL C APITAL S OLUTIONS ® THE CREATIVE SOLUTIONS INVESTMENT BANK

Company: Pegasus Name: Charles Smith Email: info@PegasusICS.com Web: www.PegasusICS.com Address: Chicago Office 70 West Madison Street Three First National Plaza Suite 1400 Chicago, IL 60602-4270 Grand Rapids Office 250 Monroe NW Suite 400 Grand Rapids, MI 49503 Phone: +1 312 951 0100

Pegasus bring Fortune 1000 experience to lower middle market companies. They understand the unique issues of both large and small companies. Pegasus work to increase shareholder value in each of their engagements. Their goal is always to uncover hidden opportunities to maximize the value of clients’ companies, regardless if the work involves raising capital, selling the company, assisting in acquisitions, or turning around profitability. The company believes that absolute integrity is the most important attribute of their firm and people. They do not manage funds, lend, trade, invest or underwrite. Unlike most investment banks, they have no conflicts of interest. Pegasus provide classic corporate finance deliverables: Capital Raising, Mergers and Acquisitions, and Restructuring and Reorganization. But unlike other firms, they use a 21st century approach of integrating the knowledge era dependency of enterprise value creation on intellectual capital. “Traditional valuation methodologies are focused on tangible assets, benchmarking against peers, and a reliance on

for our clients, whether in English or Arabic, is of topnotch quality, and that requires having attorneys at the firm that can deliver in either language. The ability of our firm to handle transactional matters in both English and Arabic has helped our firm stand out among other Jordanian law firms. At Zalloum and Laswi, we are guided by three main principles for client success: Quality Assurance, Reliability, and Confidentiality.” The year 2014 has been challenging and full of opportunities for Zalloum & Laswi, as Azzam explains. “The firm enjoyed its involvement in several large transactions, including a multi-million acquisition. The firm also completed work on an on-going project with the IFC that lasted for several years and was successfully completed in 2014. I was also appointed as a liquidator of an Islamic Insurance (Takaful) company.” This appointment is evidence of Mr Zalloum’s sterling reputation in Jordan and professionalism especially that he was appointed officially by a governmental agency. Azzam has, for many years, exhibited his expertise, professionalism and commitment to his clients which has culminated in this most recent success. With regards to the future, Mr Zalloum foretells ongoing economic and legal reforms in Jordan and a continued improvement in the country’s investment climate. “The year 2015 is going to introduce new investment regulations that should have a positive overall impact, including a positive effect on our industry. Jordan enjoys having several leading firms that provide services of the highest quality, which will continue to evolve and enhance.” n

the assumption that the future will be like the present. Comparables Analysis relies on benchmarking peer sets, when the peers may all be the next Kodak or Borders Books. Discounted cash flow assumes a perpetuity, when a disruptive technology may obsolete the company within a decade.” Pegasus focus on analytics that look out twice as far as the expected hold period because the takeout is dependent on the outlook at the time of exit. Pegasus values Pegasus stress creativity and imagination in everything they do. They constantly strive to find a better solution to a client’s problems. The company prides itselves on having pioneered many practices and techniques, some of which have become standard in the industry. Pegasus take great pride in the professional quality of their work. They have an uncompromising determination to achieve excellence in everything they undertake. They constantly strive to anticipate the rapidly changing needs of their clients. Pegasus know that their clients’ fortunes change with those of the volatility of the geopolitical business world. They work with a sense of urgency to help their clients shift from offense to defense, and back, and to put together the strategies to do so. Pegasus clients’ interests always come first. Their experience shows that if they serve their clients well, their own success will follow. Integrity and honesty are at the heart of Pegasus’ business. They maintain the highest ethical standards in everything they do. Pegasus behave as if everything they do will be made public. n

Acquisition International December 2014 59

SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Leading Adviser Review

As a licenced certified auditors’ company we offer a wide range of financial, accounting, tax and business consulting services. Our team consists of experts with extensive experience in servicing local and international clients. In our efforts to develop and enhance the Latvian business environment we follow the requirements of International Standards on Auditing and Assurance Engagements, as well as the best industry practices. Our vision – professional cooperation with a personal touch

Company: SIA Potapoviča un Andersone Email: office@p-a.lv Web: www.p-a.lv Address: Ūdens street 12-45, Riga, LV-1007, Latvia Phone: +371 67607902

SIA Potapoviča un Andersone received certified auditors’ company licence on February 6, 2003. The company has well established itself among the largest audit firms in Latvia. Our principles • Integrity and objectivity • Involvment of senior experts throughout the service process and direct access to decisionmakers • High requirements in respect of reputation, qualification and experience of our team members • Individual and open-minded approach to constructive solutions • Responsiveness and willingness to assist • Smooth communication and co-operation

Potapoviča un Andersone are based on the respective requirements of the law “On Certified Auditors” of the Republic of Latvia and the Code of Professional Ethics as approved by Latvian Association of Certified Auditors. These procedures cover regular training in professional ethics, incuding independence, requirements, as well as responsibility to follow them, established through contractual arrangements with personnel and outsourced experts, and regular declarations of interests and written confirmations of independence. Quality control SIA Potapoviča un Andersone is subject to quality control inspection by Latvian Association of Certified Auditors. All inspections carried out to date have resulted in the highest assessment. n

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Our vision – professional cooperation with a personal touch.

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Independence and ethics Independence policies and procedures of SIA

Swan Aviation provides consultancy services and training focused on aviation management, quality management systems and safety management systems in aviation Swan Aviation was founded on 02 April 2007 in Turkey. On 6 March 2008 Swan acquired AOC (Aircraft Operation Certificate) and since then its fleet has continued to expand. Swan Aviation ensured high quality and safe service by acquiring TSE–ISO-EN 9000 Quality Certificate on 8 July 2008.

Company: Swan Aviation LLP Name: Gurcan Malli Email: gmalli@swanaviation.kz Web: www.swanaviation.kz Address: Nurly Tau Business Center, Al Farabi Avenue, Apt:84, Almaty, Kazakhstan Phone: +7 701 741 22 24

The company’s management decided to carry its experience on training, consulting and aviation audits to Republic of Kazakhstan on October 2012 and registered as a local company on 10 December 2012 under the name and trade mark of Swan Aviation LLP. “Swan Aviation, being aware that safety and quality are two major principles of aviation, has ensured that all employees are to embrace this understanding in all stages and positions, along with the experience of management skills in aviation,” says Gurkan Malli, General Director. The firm’s clients are airlines and airports. “We are providing consultancy services and training focused on aviation management, quality management systems and safety management systems in aviation,” says Malli. n

60 Acquisition International December 2014

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Swan Aviation, being aware that safety and quality are two major principles of aviation, has ensured that all employees are to embrace this understanding in all stages and positions, along with the experience of management skills in aviation.

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SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Leading Adviser Review

Jim Asher is Chief Operating Officer and Head of Valuation at Coller IP. Coller IP provides specialist services for the commercial management of IP. Jim Asher tells us more: “We carry out intangible asset audits, patent and trade mark drafting, filing and prosecution services, commercial licensing and IP brokering, IP due diligence, valuation and formal professional opinion work,” he states. “Our vision is for IP to become a tradable asset. We are unusual in our combination of technical, legal and commercial skills and our ability to provide a one-stop shop for all commercial IP requirements.” Company: Coller IP Name: Jim Asher Email: jim.asher@collerip.com Web: www.collerip.com Address: Fugro House, Hithercroft Road, Wallingford, OX10 9RB; and 33 Cavendish Square, London, W1G 0TT Phone: 01491 820 611

Mr Asher continues to describe the current business environment in the region. “It remains challenging.

There are areas of good business growth, interesting new business models emerging, and some growth of investor activity. However, business remains fragile, there is downward pressure on costs and we continue to see some companies going into insolvency.” The firm’s philosophy revolves around delivering a service tailored to its clients’ needs. “We ask our clients how we perform - we aim to score highly - and take seriously any critical points raised to help us to improve the quality of our service even further,” embellishes Asher. “Our clients value our services and we build long-term relationships. We also receive many new client referrals from established clients. Our most important drivers are a good outcome for the client and client satisfaction. We believe in quality management and put it into practice.” n

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We believe in quality management and put it into practice.

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Since it was founded in October 2008 the Nexus Group has become one of the largest independent Specialty Managing General Agents in the London Market with gross written premium expected to exceed US$100m in 2014. With a proven track record of profitability, a strategy to deliver future growth in existing and new markets and a core focus on profitable underwriting, strong results have continued to provide attractive loss ratios year on year.

Company: The Nexus Group Name: Alex Mobbs Email: amobbs@ nexusunderwriting.com Web: www.nexusunderwriting.com Address: 150 Leadenhall Street, London EC3V 4QT Phone: +44 020 3011 5629

The founders of the Nexus Group set out in October 2008 to create a Managing General Agent (MGA) with a dynamic and economical growth path into Specialty Lines insurance for insurers, backing this up with excellent service and cutting edge products, all strengthened by a first class portfolio. A five-year plan was put into place with one overriding success criteria, that the group would become one of the largest independent specialty MGAs in the London market by 2013. This has been achieved, with gross written premium due to surpass US$100m in 2014, and over 50% of the group’s gross written premium emanating from regional brokers. Year on year growth has been achieved by organic strategies, joint ventures and successful trade acquisitions. From a first year gross written premium of US$10m, with six staff underwriting two Specialty areas and one capacity provider, the group has produced cumulative gross written premium of more than US$365m into the London Market since its formation and now underwrites six classes of specialty business.

The Nexus Group now employs 70 people and covers these six Specialty Classes of Business and respective Limits of Liability: • • • •

Directors and Officers - £35m Limit of Liability Financial Institutions - £20m Limit of Liability Professional Indemnity - £15m Limit of Liability Whole Turnover Trade Credit up to £10m per policy maximum limit • Single Situation Credit and Financial Risks up to US$10m per policy maximum limit • Accident and Health - £12.5m Aggregate Event Limit In particular, we have a strong understanding of the M&A markets, having successfully completed two such transactions ourselves and have subsequently grown these units, as well as underwriting public and private offerings and overseeing M&A activity of our clients to ensure they have the coverage they require. The current insurance environment is a tough one, with high levels of underwriting capacity driving rates down and broadening coverage. Despite this, Nexus has managed to maintain a positive growth chart year on year since its inception. This has been achieved via both organic growth and via portfolio acquisition. And, of course, it is impossible to overstate the importance of our people. Nexus employs top quartile staff and possesses a sound understanding of today’s challenging environment. n

Acquisition International December 2014 61

SECTOR SPOTLIGHT www.acquisition-intl.com

Company: Díaz-Durán & Asociados | Central Law Guatemala Name: Juan Pablo Carrasco de Groote Email: jpcarrasco@central-law.com Web: www.central-law.com Address: 15 Avenue 18-28 zone 13, Guatemala City Phone: +502 2383 6000 Fax: +502 2361 3317

2014 Leading Adviser Review

Founded in 1990 in the city of Guatemala, Díaz-Durán & Asociados | Central Law provides professional service on legal matters and consultancy, as well as a wide range of related services.

our firm’s resources and expertise, which allows for cost effective services for our clients and a simplification of the overall process of doing business in the region.

Díaz-Durán & Asociados | Central Law Guatemala has put in place the infrastructure, professionals and necessary staff to provide its clients with an efficient and immediate service in all legal matters.

Juan Pablo Carrasco de Groote is a Partner at DíazDurán & Asociados | Central Law Guatemala. He is the Head of the Foreign Investment Department of the firm and specialises in the areas of natural resources (mining, oil and gas), energy, international arbitration, project finance and corporate law. He has advised clients and led the local strategy in investment and acquisition operations in multiple mining and energy projects, which include nickel, silver, gold, antimony and petroleum in Guatemala and Central America. He has advised and led as local counsel international arbitrations including the first ever DR-CAFTA Investor vs. State dispute in Washington DC., which was ruled and executed on behalf of the investor. n

The firm represents the interests of local and international clients offering a precise and personalised service. Given that globalisation of services is today a reality, Díaz-Durán & Asociados | Central Law, has established a presence across all of Central America, Panama and the Dominican Republic, allowing us to provide our clients with a variety of options in their regional legal operations, coordinated from a single contact point. Central Law is the result of merging of our firm with leading firms in the region. Central Law was founded in 2002 after a three-year period of meticulous market and investment analysis. With 11 offices in Guatemala, El Salvador, Honduras, Nicaragua, Costa Rica, Panama and the Dominican Republic, Central Law has helped develop domestic and foreign corporations as well as financial institutions in the countries where the firm´s offices are located. Working under the philosophy of Seven Countries: One Contact Point, allows us to efficiently manage

Kemalsjah & Associates Company: Kemalsjah & Associates Name: Aulia Kemalsjah Siregar Email: kemal@kemalsjahlaw.com Address: Plaza Bapindo Mandiri Tower, Jl Jend Sudirman Kav 54-55 Plaza Bapindo Mandiri Tower Lt 22 Karet, Setia Budi, Jakarta Selatan 12920 DKI Jakarta Phone: (021) 5266 206 Fax: (021) 5266202

Established in 2006, Kemalsjah & Associates handles a host of civil and criminal matters, specialising in employment, industrial and immigration matters. Today, the firm has grown to include two founders and six associates. When handling disputes, the firm strives to go beyond merely providing advisory services, instead representing its clients from the very beginning, from bipartite negotiations with unions and/or employees to appeals at the Supreme Court. The company also assists clients in the event of a strike or other industrial action. As more and more unions are established and increasing numbers of firms and management teams are exposed to industrial disputes, employment and industrial matters are becoming, more than ever, frequent and ongoing issues. With Indonesia’s economy now attracting more companies to invest in the region, it is becoming more difficult to find good and experienced HR professionals and industrial managers. At Kemalsjah & Associates, we assist the clients in drafting or revising their Company Regulations or their Collective Labour Agreement, if they have union. We also provide legal opinion and/or advice related to employment, industrial and immigration matters, assisting clients in attending meetings with employees or unions and in imposing disciplinary or termination actions against employees who violate company rules. We also provide in-house training for our clients’ HR and Industrial staff, giving them a broader and deeper understating and knowledge of employment and industrial law.

62 Acquisition International December 2014

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The firm represents the interests of local and international clients offering a precise and personalised service.

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As a firm, we pride ourselves on understanding laws correctly and completely, as well as their implementation, and having the bravery to deal directly with employees and unions when there are strikes. We are available to our clients at any time when they are facing difficult situations and we do all we can to ensure that we always provide the best service to all of our clients, all of the time. It’s tough to maintain these levels of performance, but competition in our industry is even tougher. Though there have been no major changes, 2014 has been unique in a sense that, from July 2014 we were engaged by a large number of clients to handle termination matters due to various reasons. It will interesting to see what will happen in 2015 with regard to industrial matters following the increase of the fuel in November and the adjustment of the 2015 minimum wage, which will come into effect in January, as according to the unions and employees, it does not satisfy their expectation. Issues relating to the adjustment of the minimum wage is never ending story and will potentially create industrial disputes, such as strikes. n

SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Leading Adviser Review

Florian Roche, Partner at Roche, von Westernhagen & Ehresmann law firm in Wuppertal, Germany, tells us how the past 12 months have been for the firm

processes – like an examination procedure for a patent or a patent litigation – may extend over a long period of time. At any stage of any proceeding the economical aims have to be re-addressed too.”

Roche, von Westernhagen & Ehresmann, founded in 1950, currently consists of three partners, all patent attorneys, and all specialised in the law of intellectual property.

In 2014 Roche, von Westernhagen & Ehresmann has realised that its clients face an increasing competition in the different markets, says Roche. “Anything changes. New technologies enter into markets where they have never been seen before. Old traditional business models can disappear overnight, so the clients have to re-invent their business model continuously.” n

The firm works for small and mid-sized German and international companies, and also for fortune 500 companies.

Company: Roche, von Westernhagen & Ehresmann Name: Florian Roche Email: mail@rvwe.de Web: www.rvwe.de Address: Friedrich-EngelsAllee 430-432, D-42283 Wuppertal Phone: +49 (0) 202 259060

The current business environment in Germany is increasingly stable, says Florian Roche, Partner. “It seems to getting close to how it was pre-crisis, before 2008, and is characterised by high stability.” Roche says that an adviser needs to customise to meet the specific individual client’s needs. “Depending on the business environment of the client, the client’s particular economical, technical and legal aims, and the competitors of the client different approaches are necessary.” To face today’s challenges, a short reaction time is vital, and smaller firms, such as Roche, von Westernhagen & Ehresmann, can provide this flexibility, he says. To ensure a successful outcome, before taking any action or deciding any step the economical interests of the client have to be identified, Roche says. “Some

Galion is an independent French business law firm dealing exclusively with labour and employment law and specialising in advice, litigation and dispute resolution. Galion advises French and international clients, comprising companies of various sizes (small and medium sized public companies and subsidiaries of multi-national groups) in the industrial, banking, insurance, luxury, new technologies, telecommunication and medical sectors.

Company: Galion Société D’avocats Name: Lionel Paraire Email: lionel.paraire@ galion-avocats.com Web: www.galion-avocats.com Address: 11 bis rue de Moscou, 75008 Paris, France Phone: +33 1 76 77 33 00

Galion has the experience and resources to advise on and manage matters of an international dimension and of high technical complexity. The firm is organised in a versatile and efficient way, and has built close professional ties with lawyers acting in complementary fields of law or in other jurisdictions. In addition, Galion often works with human resources advisors and management consultants, auditors, and strategic advisors. Galion provides advice on all labour and employment law issues, notably in the following areas: • Individual employment relations: Management of contractual relations, secondment and expatriation of employees, executive remuneration, individual litigation, and dispute resolution • Collective employment relations: Employee representative bodies operation and allocation, collective bargaining, and collective litigation • Reorganisation and restructuring: Implementation of consultation process, downsizing, and outsourcing • Remuneration and employee savings schemes: Remuneration policy, reward schemes, profit sharing agreements, company saving schemes, and retirement schemes • Assistance with the labour and employment law aspects of M&A transactions and due diligence reviews • URSSAF Audits and social security dispute resolution • Litigation and dispute resolution: Assistance and

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Depending on the business environment of the client, the client’s particular economical, technical and legal aims, and the competitors of the client different approaches are necessary.

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representation of both companies and executives before courts and administrative bodies White collar crime litigation: Work accidents, criminal offense of obstructing the works council.

Lionel Paraire, founding partner of the firm, has practiced for more than 17 years within large English, American and French firms renowned for litigation and dispute resolution, where he worked on large scale, and often complex projects. Lionel has been Senior Lecturer at the University of Paris XII in Labour Law and European Labour Law. He is currently Senior Lecturer at the University of Montpellier I (DJCE and Certificate of Special Studies in Labour Law), where he teaches employment litigation. Lionel has developed an acknowledged expertise in the area of individual employment relations and (high risk) litigation and dispute resolution. He regularly assists companies with restructuring and the labour and employment law aspects of corporate transactions. He extends his activity towards Alternative Dispute Resolution (ADR) as a mediator and collaborative lawyer. Moreover, he has written numerous articles for specialiSed press (Jurisprudence sociale Lamy, RF Social, l’Entreprise, l’Usine Nouvelle) and the national press (La Tribune). Lionel frequently takes part in conferences on varied subjects of labour and employment law and provides training for his clients. Lionel is also a member of various national and international associations: Avosial (Association of French Employment Lawyers Association); ANDJCE (Association Nationale des Diplômés Juriste Conseil d’Entreprise); AFPDC (Association Française des Praticiens de Droit Collaboratif); IACP (International Academy of Collaborative Professionals); EELA (European Employment Lawyers Association); and IBA (International Bar Association). n

Acquisition International December 2014 63

SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Leading Adviser Review

Luciano Benetti Timm is founding partner at Carvalho, Machado, Timm & Deffenti Advogados (CMTED). CMTED has a team of dynamic professionals with solid technical training. The firm is highly regarded for its excellence in providing legal services at an international standard. Founded in 2002, CMTED has evolved from a small boutique law practice to a firm that occupies a prominent position in business law, with an evergrowing presence and recognition in Brazil’s main business centres. Company: Carvalho, Machado, Timm e Deffenti Advogados Name: Luciano Benetti Timm Email: ltimm@cmted.com.br Web: www.cmted.com.br Phone: +55 51 3022-5550 Addresses: Porto Alegre – RS – Brazil Av. Carlos Gomes, 1340 Suite 602 Post Code: 90480-001 São Paulo – SP – Brazil Rua Quintana, 887 - Suite 32 Post Code: 04569-011 Curitiba – PR Rua Padre Anchieta, 2050 - Suite 206 Bigorrilho - Post Code 80730-000 Phone: +55 41 4007-1479

In 2013, it joined the international association of law firms Interlaw (interlaw.org), with member firms based in over 50 countries. This association is a facilitator for CMTED’s global presence, ensuring that its clients have access to a qualified network of international law firms. The firm has a well-regarded practice in corporate law, dispute resolution (especially arbitration), tax and commercial agreements, especially in international matters. The firm distinguishes itself from the competition due to the personal and individualized attention each of our clients receives, in tune with their business needs. The firm’s professionals have a strong academic background in law, but many have studied in the field of business administration and economics, which leads to the possibility of better understanding the client’s operations.

David Bailey is Group Head of Marketing and Communications at Augentius. He speaks to AI Global about the firm and the services it offers. Augentius, the Private Equity and Real Estate specialist, has consistently helped and guided its clients through the ever more complex maze of regulation in 2014. The specialist fund administrator has helped, and continues to help many clients with their complex FATCA issues. It launched AIFMD Reporter to assist with Annex IV reporting for those affected by the AIFMD. And it is one of the very few Depositaries with capability in the UK and Luxembourg as well as Guernsey. For many, Augentius has become their “trusted advisor” – knowing that they can trust and rely on the knowledge, expertise and quality of this global administrator.

Company: Augentius Name: David Bailey Group Head of Marketing and Communications Email: david@augentius.com Web: www.augentius.com Address: Two London Bridge, London, SE1 9RA Phone: +44 20 7397 5453 Fax: +44 20 7397 5451

Starting from very small beginnings in 2003, Augentius is one of the very few specialist Private Equity and Real Estate administrators who has grown into a truly global player. With offices in New York, London, Belfast, Guernsey, Luxembourg, The Netherlands, Mauritius, Hong Kong and Singapore Augentius is now administering over 310 Funds on behalf of 130 Managers. It services over 8100 investors themselves based in 91 different countries. The technical knowledge and thought leadership developed by Augentius is second to none. It has led many fund managers (and continues to do so) through the maze of the AIFMD in Europe and guided and helped others through the complexities of FATCA. As the Private Equity and Real Estate world is becoming more regulated and complex so managers are increasingly turning to administrators and the like for help. Practitioners not only understand legislation but they also understand the day to requirements, implications and practicalities of what is involved – and their advice is often free!!! During 2014 the AIFMD has brought complexities not only to European managers but managers wherever they may be

64 Acquisition International December 2014

Luciano tells us more about the firm’s philosophy. “Our philosophy is that of rendering services with efficiency and expediency, in a cost-effective manner, and fully meeting the specific necessities of each one of our clients,” he enthuses. “The firm strongly believes in adopting internal governance and management measures so that we foster and maintain a healthy administration of costs and finances. In order to insure such the adoption and enforcement of such measures, we invest in the training of partner’s management skills as well as in the technical training of our team. The firm also greatly encourages our interns and attorneys to strive for academic excellence, presenting the opportunities to pursue such interests and possibilities.” n

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Our philosophy is that of rendering services with efficiency and expediency, in a costeffective manner, and fully meeting the specific necessities of each one of our clients.

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situated wanting to market their funds into Europe. Augentius has assisted and guided a number of managers through this web, with technical advice and through webinars. Increasingly non-EU managers are making use of Augentius’ depositary services in both the UK and Luxembourg to support their marketing initiatives via the relevant private placement regimes. The role of the fund administrator is changing dramatically – and Augentius is leading that change. There was a time when the fund administration industry did what it said “on the tin”. As the global funds industry grew in size and complexity, the outsourcing of day-today back-office detail was a natural step in terms of cost efficiency. Reliability, expertise, and reputation have always been important factors in how funds select admin providers, but the benefit provided was essentially a ‘negative’ one: its primary purpose was to remove a problem from the fund manager’s plate. Whilst this remains at the heart of what fund administrators provide, a new breed of administrator, such as Augentius, is evolving to take on a greatly expanded role. The best fund administrators now add value to the fund’s proposition. The ideal relationship between a fund and its administrator is now an active partnership. This is perhaps even truer for private equity than other areas, given the pressures of regulation and ever-more-demanding investors. The industry will continue to evolve in this direction. It is not an unthinkable leap from this expanded role to the wider provision back-office consultancy. The expertise and experience of the best fund administrators mean that they are well placed to transcend the limitations of pure administration. As the market environment continues to become more complex, demand for these additional services will only increase. n

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2014 Leading Adviser Review

By transforming the legal experience for her clients, Julia Dean, Managing Attorney of The Dean Law Firm, PLLC, has set her firm apart from others in the field. Excellent legal work in the context of a caring environment is their commitment. “For our firm, a successful outcome is achieved when our clients leave our office with peace of mind, confident that their estate is secure and knowing that their needs have been understood and met. In order to ensure this happens, we compassionately listen to our clients’ concerns, provide thoughtful estate planning for each individual situation, operate with high ethical standards, and treat each client with the same care, respect and professionalism we would want ourselves,” states Ms. Dean. Company: The Dean Law Firm, PLLC Name: Julia Dean Email: info@juliadeanlaw.com Web: www.juliadeanlaw.com Address: The Offices at Kensington, 1650 Highway 6 South, Suite 100, Sugar Land, Texas 77478 Phone: (281) 277-3326 Fax: (281) 277-1534

Company: Osbornes Solicitors Name: Jan Atkinson Web: www.osbornes.net Address: Livery House, 9 Pratt Street, London NW1 0AE Phone: 020 7485 8811 Fax: 020 7485 5660

The Dean Law Firm, PLLC was founded in July of 2007 in Sugar Land, Texas, and is led by Julia Dean, an attorney with over 25 years of experience. The firm focuses their practice in Estate Planning, Probate and Civil Appeals. The Dean Law Firm typically engages clients who desire to protect their loved ones and assets through establishing a comprehensive estate plan. Julia Dean personally consults with potential clients to discuss their individual needs. Ms. Dean not only strategically creates estate planning options that best address each person’s specific situation, but also takes the time to educate them concerning each option. Because no two clients are alike, many variables need to be considered before estate planning strategies are chosen and implemented.

The firm serves clients from a range of life stages, from those just starting to acquire assets to the very sophisticated wealthy individuals. Most regularly, The Dean Law Firm advises on matters of estate planning, such as wills and a wide array of trusts, including asset protection trusts, living trusts, gifting trusts, life insurance trusts, charitable trusts, retirement inheritance trusts and special needs trusts. The Dean Law Firm also helps guide people through the probate process after the loss of a loved one. Complementing the estate planning and probate practice, the firm also advises regarding guardianship matters and other elder law concerns. Another facet of the firm’s practice is civil appeals, assisting trial attorneys to maintain or overturn a judgment on appeal by delving deep into the law and preparing briefs and oral arguments for the appellate and supreme courts. “We measure our success by the satisfaction our clients have when they leave our office and if they leave having peace of mind, feeling cared for and heard,” comments Ms. Dean. The Dean Law Firm sees these positive outcomes achieved regularly because the heartbeat of lead attorney Julia Dean is connecting with people, listening to them and utilizing creative strategies to meet their needs. n

Osbornes Solicitors, established in London in 1973, focuses on Property, Wills and Estates, Family (including International Adoption), Property Litigation and Personal Injury. Jan Atkinson, Joint Senior Partner, tells us more about the firm and its hugely successful year.

during what can be a difficult time for clients.”

Osbornes has been based in North London for over 40 years and has a strong presence in the local community, as well as many international clients. The firm has a staff of 90 and focuses on Property, Wills and Estates, Family (including International Adoption), Property Litigation and Personal Injury.

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“We have continued our expansion in recent years, notwithstanding the global economic position and Osbornes continues to thrive,” says Jan Atkinson, Joint Senior Partner and head of the firm’s 13-strong Private Client Department, whose main focus is on disputed wills and probate cases and international estates. Atkinson says a focused approach is key to providing the highest possible standard of service. “We mostly advise individuals rather than companies and only on cases within our specific areas of specialisation, thereby ensuring a high quality service for clients,” she says, adding that “listening to clients’ requirements, identifying their needs and giving clear and practical advice in a friendly and approachable manner,” sets the firm apart.

It’s been a hugely successful year for Osbornes, Atkinson says – and the firm is set to grow further. “2014 has been the firm’s best year in its 40-plus year history, and we continue to expand by making senior lateral hires,” she says. n

We have continued our expansion in recent years, notwithstanding the global economic position and Osbornes continues to thrive.

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The firm’s philosophy, Atkinson says, is “to provide a quality service in our areas of expertise and to smooth the way towards the best possible outcome Acquisition International December 2014 65

SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Leading Adviser Review

Mr. Rajarshi Datta is Principal and Lead in Asset Management at Acquisory Consulting LLP, based in India. Acquisory was founded in 2010 by highly credentialed professionals with specialised experience across M&A Advisory, Operations and Risk Consulting, Asset Management, Financial Accounting, Audit and Process Reengineering. Acquisory has offices in Delhi, Mumbai and Jaipur with a resource strength of 160+ people and is led by very experienced 15 partners/directors.

Company: Acquisory Consulting LLP Name: Rajarshi Datta Email: Rajarshi.datta@ acquisory.com Web: www.acquisory.com Address: D 109, Defence Colony, New Delhi 110 024, India Phone: +91 11 4644 3000

Acquisory believes in providing targeted, and result oriented solutions to its clients and interfaces with the clients through its very senior and dedicated resources. The idea is to provide solutions to our clients to fulfil their goals within the framework of their business requirements. The firm has an appreciation for the dynamics of business, operations, transactions and necessary skills to blend practical business and commercial insights with tax & regulatory knowledge to identify effective solutions to all business problems. We partner with our clients through the entire business continuum from identification of the problem, to solution, and implementation of recommendations. Our professionals bring a structured approach to each and every assignment, with a unique set of objectives, requiring specific priorities, designed to deliver the best results. Mr. Rajarshi Datta describes the current business environment in the region. “The recent elections held in May 2014, has created an environment where businesses and services are showing cautious optimism after a decade of stalled business activities. Proactive policies enacted by the government is expected to have a positive bearing on the business environment in the near future.”

Blaz Mrva, Attorney at Law and Managing Partner at Mrva Law LLP in Ljubljana, tells us about the legal environment in Slovenia and what his firm has been up to over the past 12 months Mrva Law LLP was established in 2001 and is focused on commercial and real estate law. The firm’s main experience lies in acquisitions, advice in regulatory matters and real estate development and real estate transactions.

Mrva Law LLP Company: Mrva Law LLP Name: Blaz Mrva Email: blaz.mrva@mrva.si Web: www.mrva.si Address: Smrekarjeva 9, 1000 Ljubljana, Slovenia Phone: +386 1 431 22 83

“On one hand our business background (MBA) gives us insight in how companies think and how they want to achieve their goals. On the other hand, our experience with international clients in the area of manufacturing industry, finances, insurance, advertising, gaming, real estate development, and others enables us to find ways to achieve business goals of our clients,” says Blaz Mrva, Attorney at Law and Managing Partner. Economic activities have been picking up in Slovenia in recent months, says Mrva. “Currently almost 3% growth is reported. Slovenian economy is mostly export-oriented, therefore companies can grow even if domestic consumption isn’t very strong.” Mrva Law tries to make sense of the complex legal landscape, says Mrva. “In a growing complexity of legal environment we are always looking for simple and cost efficient solutions. Clients are interested in business results and we try to find ways to carry out what the client would like to accomplish.” The demand from Slovenian companies for legal services has remained moderate, Mrva says. “Foreign

66 Acquisition International December 2014

Mr. Datta tells us more about what 2014 has brought to the firm. “The business environment was challenging in 2014. Therefore doing business has also been challenging. The major challenge was the still persisting negative global perception of India when it came to ease of doing business in India. Investors were having doubts about the long term economic situation in India. The main reason for such a halt in business activities was policy inaction at every level and the lack of decision making. “In May 2014, the change in the federal government created an opportunity to policy makers as well as business managers to relook at the policy bottlenecks and impediments that were a hindrance to business activities. Since the 2nd quarter of 2014, there has been a gradual but perceptible change in the way global business and commentators have been looking at India. This in turn has created a “feel good” factor. It is expected that the positive sentiments generated will have tangible positive effects on the business climate in India in the foreseeable future. “We work closely with a number of large institutions and provide advise to them. They had a cautious approach till the 1st half of 2014. Post the elections, cautiousness has given way to cautious optimism. Funds have begun to flow and investment decisions are being made once more by global institutions, be it through Foreign Institutional (FII) or the Foreign Direct Investment (FDI) route.” Despite a challenging 12 months, Mr Datta believes that 2015 will be lucrative for the firm. “We believe that next year will bring more clarity on the direction India is likely to take in the next decade and more. We feel that the current dispensation will be a proactive one bringing in better clarity on policies, Business decisions will be taken accordingly.” n

companies, however, are more and more active in Slovenia by establishing and taking over companies, and in general by strengthening their presence in Slovenian market. Therefore we work for more foreign clients than in the past.” Recently, the firm has been providing legal support to international companies in the field of finances, logistics, manufacturing industry and others, who are strengthening their position in Slovenia, says Mrva. “We are also engaged in a major real estate development project. Clients value our goal oriented approach.” As for the coming 12 months, Mrva says the legal industry in Slovenia will continue to adapt to international standards. “Also, the need to offer comprehensive (not strictly legal) advice to clients will increase, especially for foreign clients, which may not know all aspects of doing business in Slovenia, at least in their initial stage of their presence in the country.” n

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In a growing complexity of legal environment we are always looking for simple and cost efficient solutions.

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SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Leading Adviser Review

Optimal Intelligence, Inc. is comprised of a results oriented team of seasoned investigators with a strong work ethic and a commitment to excellence Company: Optimal Intelligence, Inc. Web: www.optimalintelligence.com Address: 3790 El Camino Real Suite 225 Palo Alto, CA 94306 Phone: +1 877 700 OIPI (6474) Fax: +1 808 791 8377

Optimal Intelligence, Inc. is distinguished by our high standard of integrity, best exemplified by our reliability, dependability and trustworthiness in all that we do. Our discipline ensures that our clients will receive the utmost quality of services to support their needs. Dedication, coupled with the desire to exceed the expectations of our clients, is what sets us apart from the rest. Our staff has a wide range of backgrounds; from law enforcement, evidence technicians, computer surveillance, loss prevention, workers’ compensation sub-rosa, AOE/COE interviewing, as well as other areas of investigation. Whatever the investigative need, OI can provide the results at very reasonable rates. At Optimal Intelligence, Inc., we aim for the best service possible, striving for superior client relations. Also, we are uniquely positioned to offer state of the art digital services and real time communications. The end result for our clients is total satisfaction when Optimal Intelligence, Inc. is their investigative resource. History The founders of Optimal Intelligence, Inc. have a combined 100 years’ successful work experience

Heath P. Tarbert, Partner at Allen & Overy LLP, is known for his transactional and regulatory expertise involving banks, clearinghouses and other financial institutions Heath Tarbert heads Allen & Overy’s US Bank Regulatory group and is a partner in the firm’s Global Banking department. He is recognized for his transactional and regulatory expertise involving banks, clearinghouses and other financial institutions.

Company: Allen & Overy LLP Name: Heath Tarbert Email: heath.tarbert@ allenovery.com Web: www.allenovery.com/ people/en-gb/Pages/HeathTarbert.aspx Address: 1 Bishops Square, London E1 6AD, UK Phone: +44 20 3088 0000

Several leading industry publications have highlighted Tarbert’s banking and financial regulatory expertise. Law 360 recently named him a “Rising Star,” noting that he has “a fluency in the changing regulatory landscape shared by few in his field” and is “a sought-after banking regulatory lawyer at a time when the industry is undergoing the most sweeping changes it has seen in generations.” Allen & Overy’s Global Financial Institutions Group (FIG) includes nearly 600 lawyers of whom more than 80 are dedicated regulatory lawyers. “Financial institutions have long been the core of Allen & Overy’s client base, which includes over 100 of the world’s largest banks,” says Tarbert. “Global financial institutions face an increasingly turbulent operating environment and, since the financial crisis, have been buffeted by rapidly evolving regulatory agendas in the United States and Europe. At the eye of the storm, Allen & Overy’s financial regulatory experts have been intimately involved in the development of the most important banking regulatory laws, rules, and policies in our respective jurisdictions. Our regulatory and FIG lawyers work with our clients not only to prepare compliance regimes for new rules and regulations but to anticipate the winds of regulatory change before they begin to blow.”

in the investigations arena. Optimal Intelligence, Inc. feels it is important to continue our advanced educational studies while moving forward. We also require our employees to have a B.A. or B.S. in their required professional field. Future Goals Optimal Intelligence, Inc. is a forward looking company surpassing traditional investigating procedures. We constantly update our techniques to keep in line with today’s technological advancements. Along with our customized client service and investigation procedures, Optimal Intelligence, Inc. can get the job done – on time and on budget – the most efficient way possible. n

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Optimal Intelligence, Inc. is distinguished by our high standard of integrity, best exemplified by our reliability, dependability and trustworthiness in all that we do.

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Tarbert says that the areas in which Allen & Overy’s lawyers are developing solutions for our clients around the world include ongoing structural reforms targeting banks in the UK, US, and Europe; regulatory capital requirements and liquidity rules under the Basel Capital Framework; the development of new trading systems and other market infrastructure regulation; recovery and resolution planning; and derivatives reform and regulatory investigations. A good adviser has an understanding of the clients’ business objectives; an in-depth knowledge of the relevant industry (i.e., banks/financial institutions); a mastery of the relevant laws and regulations and how intersect with other regimes (i.e., US vs EU); and insight into what lies ahead in terms of regulatory and economic trends, says Tarbert. Allen & Overy’s strategy is “Global Breath, Local Depth,” and the firm’s commitment to help its clients deliver their global strategies has seen it build a truly global network, now spanning 46 offices in 32 countries. “We have also developed strong ties with relationship law firms in more than 100 countries where we do not have a presence,” Tarbert says. “This network has allowed us to become one of the largest and most connected law firms in our peer group with a global reach and local depth that is simply unrivalled. “So when we talk about global coverage, we’re not just talking about having offices in some important cities around the world. We mean being able to combine our international resources and sector expertise to work on cross-border transactions directly in the markets and regions important to our clients.” n

Acquisition International December 2014 67

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2014 Leading Adviser Review

The LUMENROCK Group is a professional financial solutions group, with eight offices in South Africa as well as a presence in Gambia in Western Africa and in Limassol, Cyprus. The firm also has associated firms in Kenya, DRC, Nigeria, Mauritius and Egypt, as well as more than 60 others across the rest of the world. Pieter Esterhuizen qualified as a Chartered Accountant (SA) in 1992, and has since worked professionally for inter alia PWC, Ernst & Young, two separate national governments in their Inland Revenue departments, Enslins Group and, since 2010, for LUMENROCK Group. He qualified as a full STEP member in 2012. Company: The LUMENROCK Group Name: Pieter Esterhuizen Email: pwe@lumenrock.co.za Web: www.lumenrock.co.za Address: Head office: Loerie Centre, 122 Meade Street, George, Western Cape, SA Cape Town: 122 The Quays, Century City, Cape Town, Western Cape, SA Johannesburg: 19th Floor, Sandton City Office Tower, Sandton, Gauteng, SA Durban: 19 Igwababa Road, Kloof, Durban, KwazuluNatal, SA Phone: +27 (86) 1873 255

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Smith Cooper’s Corporate Finance team stands proud in the marketplace.

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Through a strategic partnership with Investec Bank, LUMENROCK also offers certain corporate banking solutions and handling of forex transactions into and out of SA. The firm’s company incorporation specialists are regarded as among the quickest in the country.

Smith Cooper’s Corporate Finance team stands proud in the marketplace. With their extensive transaction and industry experience and award winning advisory services, the team works with clients to maximise their business value by advising on acquisitions, fundraising, preparation for sale and disposals. The dedicated Corporate Financiers have advised on transactions valued between £1m and £50m in numerous sectors for local, regional and global companies. Whilst having the knowledge and expertise to provide objective insight at every step of the transaction process within any marketplace, the team has particular expertise within food, retail, franchise, manufacturing, healthcare, childcare and IT sectors. The 12 person specialist team, named Corporate Finance Team of the Year 2014 and Insider Advisory Team of the Year Award 2014 finalists, are focussed on delivering deals and committed from the outset through to the completion of each assignment, ensuring team continuity. With focus being critical to service delivery, the dedicated advisors work on no more than five active assignments at any one time. Smith Cooper Corporate Finance add significant value to clients through the use of their cross-service team, a one-stop resource for any accounting, taxation

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LUMENROCK Group also specialises in estate planning and related issues. Through the firm’s vast network of branches, associates and local specialists, it is well equipped to offer solutions for estate planning problems in almost any jurisdiction. n

Pieter’s personal specialist areas are national and international taxation and structuring, estate planning and advising on business solutions. The LUMENROCK Group offers professional financial solutions in the auditing, accounting, tax, fiduciary, estate planning and short and long-term insurance and investment industries. The group also offers niche solutions, such as sport management businesses, relational leadership consulting, alternative risk transfers and credit protection for micro lenders.

Over the last 28 years, Smith Cooper has become one of the largest independently owned and preferred accountancy and business advisory firms for owner managed businesses across the Midlands Company: Smith Cooper Web: www.smithcooper.co.uk Address: 53 Windsor Street Burbage, Leicestershire LE10 2EE Phone: +44 01455 614 500

The group employs around 80 people, including six CAs and a wide variety of other specialists who are all experts in their respective fields.

or strategic issues that may arise in the scope of a transaction. The team also has highly developed international reach through their affiliation with the award winning worldwide alliance, Alliott Group. Over the past 24 months, the Corporate Finance team has seen a significant increase in deal volumes. One of the team’s highlights includes the sale of Coffee Snobs Limited, a Costa Coffee franchise, which was sold to Kuwati based Kout Food Group in a multimillion pound cross-border deal securing the teams position as the leading, go-to advisor for franchise transactions. The deal was only the second significant transaction in the Costa brand with the first being the sale of South West Coffee, a process the Smith Cooper team also managed. Other recent and significant transactions the team has advised on include the acquisition of a 20% stake in Derby County Football Club by serial entrepreneur Mel Morris and MPS Care Group’s acquisition of eight nursing homes alongside the refinancing of their existing portfolio of homes and freeholds in a deal worth in excess of £16.5m. The transaction represents the successful execution of an 18 month strategic plan, in which Smith Cooper worked alongside the board of MPS in building both scale and financial security into the Group’s trading operations. From buying or selling a business, raising or restructuring capital to making strategic decisions based on your company’s value, the highly respected Smith Cooper team provides tailored assistance, advice and support to help clients achieve their objectives. n

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Company: Clyde & Co Name: Paul Friedman Email: paul.friedman@ clydeco.com Web: www.clydeco.com/ people/profile/paulfriedman Address: The St Botolph Building, 138 Houndsditch, London, EC3A 7AR, England Phone: +44 20 7876 4303

2014 Leading Adviser Review

Paul Friedman is a Partner at Clyde & Co, a global law firm with a pioneering heritage and a resolute focus on its core sectors of aviation, energy, infrastructure, insurance, marine, and trade.

worldwide knowledge in seconds and cause changes in both business perception and confidence. Good advisers prioritise the needs of their clients and always have an eye to the commercial implications of a given dispute or issue.

Operating from 40 offices and associated offices across six continents, Clyde & Co boasts over 1,500 lawyers advising corporates, financial institutions, private individuals, and governments. Paul Friedman, Partner, is a member of the dispute resolution group and leads the firm’s banking litigation practice. He has been involved in litigation in courts in the UK and elsewhere and has worked on international arbitrations and mediations.

“We focus on providing a complete legal service to clients operating in our core sectors. We combine this approach with an open, dynamic environment capable of quickly evolving and a global outlook whereby we mirror our clients’ operations. We are consistently early movers into key hubs for international commerce and through this expansion we have become expert in assisting businesses to enter, operate and grow in new and emerging markets. Our combination of sector expertise, commercial attitude and in-depth regional understanding provides a unique perspective.

The corporate disputes team has a leading reputation for handling high-value, sophisticated and complex multi-jurisdictional business disputes. The team acts both for and against major banks, corporates, financial institutions and individuals in complex business litigation, including significant cross-border matters. Friedman focuses on business litigation and arbitration, resolving complex international disputes for global companies and financial institutions. He is qualified as a Solicitor Advocate (Civil) in England & Wales and has excellent experience in successfully running large Commercial Court cases in London and international arbitrations and mediations across the globe. Friedman works closely with lawyers in other jurisdictions, representing clients which include global investment banks, private equity houses, high net worth individuals and companies based in the UK, Europe, China, India, Japan, the US and elsewhere. “The dispute resolution group understands that reputation management is crucial for many financial services clients,” Friedman says. “With the speed of modern communication the smallest piece of news can become

Orient Planet PR and Marketing Communications is one of the most rapidly growing public relations, marketing and communications consultancies in the Middle East, specialising in formulating and developing powerful and distinctive business communications strategies to help enhance the corporate reputation and brand equity of government entities, blue-chip companies and leading multi-national firms across various industries. Nidal Abou Zaki, Managing Director of Orient Planet, tells us how the firm is flourishing in the Middle East’s increasingly competitive PR industry

Company: Orient Planet PR and Marketing Communications Name: Nidal Abou Zaki Email: nidal@orientplanet.com Web: www.orientplanet.com Address: P. O. Box: 500266 Dubai, United Arab Emirates Phone: +971 4 4562888

Orient Planet works with government entities, blue-chip companies and other top multinational firms to help develop and manage their high-impact communications plans and marketing campaigns. “Our aim is to strategically promote their brands and successfully reach their target audience,” says Nidal Abou Zaki, Managing Director. “Specifically, we guide our clients in corporate positioning and message development, strategic communications planning, reputation management, project management, crisis communications, issues management, and media training, among others.”

“This year we have continued to expand our international network with the opening of offices in Brisbane, Newport Beach, Johannesburg and Cape Town. The firm has also received a multitude of accolades and awards, including UAE Client Choice Award (International Law Office in Association with Lexology 2014), Insurance & Reinsurance firm of the year 2014 (Who’s Who Legal) and Asian-Mena Counsel ‘Most Responsive International Law Firm’ 2014.” Asked about the current UK business environment, Friedman says the recent trend of mis-selling cases in relation to derivatives continued during 2014. “Following high profile news and investigations regarding allegations of LIBOR-fixing by several banks, the English courts decided that allegations founded on LIBOR manipulation had sufficient merit to be dealt with at future trial.” Friedman has recently advised on derivatives cases for a number of corporates, including those involving ISDA documentation; and the firm has been increasingly involved in cases concerning LIBOR and other interest rate swaps. n

our business according to the highest ethical standards. It is this outlook that has helped Orient Planet to deliver hardhitting campaigns that have earned us recognition as one of the premier public relations services providers in the region.” The Middle East’s PR industry is flourishing, and 2014 has presented Orient Planet with a number of opportunities, says Abou Zaki. “In fact, our company witnessed a 20% growth amidst the thriving industry. This year, we embarked on various new endeavours such as the establishment of Orient Planet Academy, the first online PR and Communications Academy in the Middle East, to keep up with the constantly evolving global PR sector and maintain our competitive edge.” “The digital world has opened new potentials for us and the PR industry as a whole. It further enhances the way we deliver our core messages to our target market. Needless to say, it has fully changed the industry’s landscape and along with it are new opportunities that the PR sector is capitalizing on. For us, we have consistently ramped up our social media campaigns and developed unique content strategy. We are continuously harnessing the power of digital platforms.”

“At Orient Planet, our years of accumulated experience and unique regional expertise help our clients make informed decisions and take relevant measures with confidence. We put high value on creativity to grasp prevailing and future trends as well as determine opportunities and challenges, and from there develop a strategy that adds value. These attributes help us strategize communication programs and policy actions for our clients to boost their relations with their target market.”

A major challenge facing Orient Planet and the entire regional industry is the diversity of the Middle East’s PR landscape, which covers over 13 different countries, Abou Zaki says. “There are four to five different languages used by media, with more than 500 media titles covering each country and some dedicated to parts of the region. It can be very difficult to gain media support, more so to differentiate a client’s message.”

Abou Zaki believes that a truly effective public relations and corporate communications campaign should seek to build a positive and compelling relationship between an organization and its target audience. “That is our firm’s guiding principle. Promoting integrity and protecting public trust are essential to our profession and crucial for us to achieve our goals. To ensure that we attain our objectives, we operate and conduct

“Fortunately for us, our location gives us a strategic advantage. The UAE and Dubai specifically is the headquarters of many PR agencies driving the Middle East’s PR activities. Several regional media covering the MENA and Levant areas have their regional base here as well; our being at the hub of PR in the Arab World enables us to reach out to our target audiences more efficiently, effectively and pervasively.” n

Acquisition International December 2014 69

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Ones to Watch in 2014: IP Experts

Ones to Watch in 2014

IP Experts

For many businesses, their most important and valuable assets are the ideas and innovations that allow them to remain one step ahead of the competition. This is why the protection of intellectual property rights is an ever-growing concern in todayâ&#x20AC;&#x2122;s increasingly globalised world. This month, we speak to a number of firms from around the world who are helping their clients keep their million-dollar ideas safe.

70 Acquisition International December 2014

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Ones to Watch in 2014: IP Experts

Stobbs IP is one of the youngest and fastest growing consultancies in its field. Julius Stobbs, Principal, tells us more. Company: Stobbs Name: Julius Stobbs Email: julius@stobbsip.com Web: www.stobbsip.com Address: Endurance House, Vision Park, Chivers Way, Cambridge, CB24 9ZR Tel: +44 01223 435240 Fax: +44 01223 425258

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We aim to be a centre of excellence for advice on brands.

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Stobbs is a different kind of brand and trade mark consultancy. We aim to be a centre of excellence for advice on brands. Stobbs takes a practical, proactive and commercial approach to giving advice, and provides this advice in a plain and simple way. This, coupled with the idea that it is essential to build strong long term relationships with direct clients (and that this takes an investment in time and effort) so as to be able to provide relevant commercial advice, as well as a flexible approach to cost, is proving popular with a wide range of clients. We want to be regarded as an extension of an in house team and understand the need to be able to communicate with business people, not just other lawyers. The Stobbs team comprises 34 staff, including 8 qualified Registered Trade Mark Attorneys, two qualified solicitors and 8 trainees. The practice has grown fast in a period when many firms have found the going hard and our profile is also growing.

We do not intend to replicate other Trade Mark Attorney firms or law firms. We want to be the place to go for advice on any aspect related to brands. We are proud of the services that we offer but are continuing to invest in improving our offering. Stobbs has a wider range of expertise than an average trade mark attorney firm. We employ Solicitors, Barristers and Trade Mark Litigators, in addition to Trade Mark attorneys. The idea is that a wider range of expertise and experience in respect of contentious IP work and commercialisation makes it easier for us to advise effectively and proactively on the key aspects of trade mark attorney work – creating rights that will work for the client. Trusted adviser relationships with our many direct clients enable us to ensure that IP portfolios are put to work for the businesses to generate real revenues and capture asset value. We believe that our approach (we call it “Straight Up IP”) is unique. Many talk about providing this type of service but do not actually deliver it. We do. n

We try to focus on clients that care about and are reliant on their brands, as we feel that we can make a real difference to the work associated with such businesses, particularly with regard to strategic advice on brand and domain names, not just on filing and prosecuting trade mark applications and dealing with disputes.

IP & Chancery/Commercial experts Arfan Khan, barrister at 4-5 Gray’s Inn Square, London, practises principally across a broad range of Chancery and Commercial law. Please provide a brief description of your practice. I have a busy practice predominantly in chancery and commercial litigation with a heavy emphasis on all types of Appellant work, including, but not limited to IP disputes, though it is a universally acknowledged truth that a single professional in possession of a good practice must be in want of a better one. Name: Arfan Khan Email: akhan@4-5.co.uk Web: www.arfankhan.co.uk www.4-5.co.uk Address: 4-5 Gray’s Inn Square, London WC1R 5AH Tel: +44 0207 404 5253

I am frequently instructed as sole Counsel in disputes involving high net worth clients or businesses on a Direct Access basis. I have appeared against almost all banks, and have acted for the former director of the Bank of Ireland and Bank of Scotland. The remainder of my practice consists up of advisory and trial litigation in the Chancery and commercial court, with occasional appearances in high profile human rights cases involving a chancery or commercial angle. You have appeared in numerous reported cases in the Court of Appeal. Do you think the appeal system serves the public well? Yes. Certainly, the Court of Appeal Civil Division in the UK remains an important check on the abuse of executive power and injustice. It has two functions. The first is to correct wrong decisions so as to ensure justice between the parties. The second is a public objective which involves setting precedents and clarifying the law. It

can be seen to be performing these dual objectives in numerous reported cases, which are freely available to the public in a legal database called BAILII. It seems to me that these dual objectives lead to the necessary development of the common law by ensuring that it remains in line with social change. When working with clients, what are the main factors and areas to consider in bringing about a successful result? The most important one is time. It is necessary to be available at all times, and that involves being available over the weekends, and the early hours of the morning upon request. The law never sleeps. Metaphysically speaking, time in that sense is not a measure of unit that can be selfishly measured through drawing boundary lines between the person and self. It is rather linear in the sense that it is mutually shared as a sense of human worth. It is that worth which lies at the bottom of any judicial verdict or successful result. What would you say makes an excellent appeal advocate? There is much truth in the saying that the origin of excellence lies in industry achieved. Industry, however, is not always achieved without opportunity. Opportunity in turn depends on a great deal of luck. Intellectual ability, honesty, application, and reasoning, are important skills to the road of excellence in any profession, including the Bar, but on an appeal, the will must surely come before the skill “oh two gentlemen of Verona”? n

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Ones to Watch

Ones to Watch Here, we continue our monthly search for the standout firms from around the globe who are changing the way their industry works, providing peerless service and achieving stunning results, both for themselves and their clients.

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Ones to Watch

Steven Jansch is Partner, Head of Insolvency and Solicitor Advocate at Gilson Gray LLP. Gilson Gray LLP is the largest full service offering law firm to have opened in more than a century. With offices in Glasgow and Edinburgh, the firm provides law, property and finance services to a wide range of clients.

Company: Gilson Gray LLP Name: Steven Jansch Email: sjansch@gilsongray.co.uk Web: www.gilsongray.co.uk Address: 29 Rutland Square, Edinburgh & 160 West George Street, Glasgow Phone: +44 0131 516 5354 & +44 0141 530 2021

Steven Jansch tells us more about his role. “I head up our contentious insolvency team and am regularly instructed on a wide range of matters,” he begins. “I work mainly for IPs, directors, financial institutions and alternative finance providers as well as other lawyers and law firms who are based in Scotland or abroad for commercial litigation and in particular Insolvency matters.” Jansch provides a brief rundown of the insolvency sector. “The sector as a whole has seen massively decreased workloads, both in terms of volumes of appointments and, in my opinion, in terms of quality of appointments. The numbers of appointments in Scotland have just hit a six year low, around 4% year on year decrease in personal insolvencies and a huge 22% year on year decrease in corporate insolvencies. The ability for corporate or personal rescue and recovery or turnaround is also a lot less prevalent with the problem of what has recently been termed “Shadow Insolvencies” (where companies disclose zero assets on a liquidation) being likely to increase.”

competitors, as Jansch embellishes: “Dynamic, personable, and able IPs expect the very best from all of their agents and lawyers are not immune from that. We strive to meet the same high standards I say make a good IP. By getting to know and staying close our clients we ensure that we stay alive to emerging trends and practical issues. We also take active involvement in discussion groups and governing body events and when that is added to our regular appearances in Court that ensures that we remain prepared for and at the cutting edge of this fast paced industry.” With regards to the future, Gilson Gray is certainly not resting on its laurels. “We started as a new firm on 1 May 2014,” enthuses Jansch. “We are in the fortunate position of being very busy and have expanded our offering significantly in this area with the addition of a Business Restructuring and Recovery department, headed up by Craig Darling. We work closely with our Debt Recovery team, led by David Alexander, and significant new client and new contract wins for them is likely to result in an increase in the Insolvency workload too. We will most likely look to expand our team in the next year in response to that increased demand.” n

Gilson Gray ensures it stays at the cutting edge of emerging trends to differentiate itself from

Jim Sanger and Richard Brekka are Managing Partners and Co-Founders of Second Alpha Partners. Second Alpha Partners (“Second Alpha”) is a specialised private equity firm focused on direct secondary investments, a nascent but growing segment of the global private equity market. Second Alpha crafts innovative capital solutions that allow founders, executives, angels, VCs and other institutional investors in private companies to achieve liquidity prior to company sales or IPOs. Second Alpha buys shares and convertible securities in mature venture-stage, growth-equity and middle-market companies on a secondary basis and also invests capital directly into growth companies. Mr Brekka tells us more about the firm and what makes it stand out from its peers. “We are known for doing a lot of due diligence prior to making an investment. A lot more than one might expect from a secondary investor – more on par with what might find from a very conscientious venture capital or growth equity firm.”

Company: Second Alpha Partners Name: Jim Sanger jim@secondalpha.com Name: Richard Brekka rbrekka@secondalpha.com Web: SecondAlpha.com Address: 276 Fifth Avenue, Suite 901, New York, NY 10001 Phone: +1 (617) 658-1091 & +1 (212) 446-1601

Mr Sanger adds: “The secondary direct private equity market in North America still has very few players. In and of itself, it is a very specialized field. However, even within that field, Second Alpha is pretty highly differentiated. “Overall, we like to think that our firm has four key differentiators. First, Second Alpha has an obsessively data-driven model for its deal sourcing, portfolio development and marketing outreach activities. Second, the firm is extremely active in its portfolio development and exit enhancement activities. “Third, Second Alpha is much more focused on longerterm relationships over transactions; we love to partner

with founders, management teams, angel investors, VCs, corporate investors – and even other secondary firms – in crafting solutions that really fit a particular set of shareholder liquidity needs. And finally, fourth, everything at Second Alpha is influenced by the element of time – we look only to get into situations where we ourselves can achieve liquidity in three to four years. The element of time influences and pervades all of our firm activities so much, that even our logo includes a clock.” Mr Sanger describes the current business environment in the region, including which sectors have seen the most activity recently. “Second Alpha focuses its investment activities on technology, media and telecommunications opportunities in North America. At the moment, these opportunities are to some degree impacted in terms of valuation expectations by high levels of of investor exuberance among conventional venture capital and growth equity firms. Given this, we have found that it is important to remain very disciplined in our approach to pricing. “But we see this as a key to our differentiation among other investors interested in the late-stage venture and growth equity ecosystem; our aim is to achieve very high, riskadjusted returns both in “hot” and “cold” markets, which means that we must always stick to a more disciplined play book than other more free-wheeling investment firms.” Brekka continues: “We tend to look for good, solid, maturing business models with robust gross margins and, very often, high levels of recurring revenues. “That said, some of the hotter tech micro-sectors that we’re currently seeing relate to cloud computing, mobile adtech, cybersecurity and big data analytics. All of these micro-sectors appear to have strong fundamentals that suggest longer term growth.” n

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Company: Cottonwood Technology Funds (CTF) Name: Dave Blivin Email: dave@ cottonwoodtechnologyfund.com Web: www. cottonwoodtechnologyfund.com Address: 228 Griffin Avenue, Santa Fe, NM 87505 USA Phone: +1 505 412 8537

Ones to Watch

Cottonwood Technology Funds (CTF) are seed and pre-seed stage technology commercialization funds with offices in Santa Fe and Albuquerque, New Mexico; and Enschede, The Netherlands

corporations including Thales, Shell, Philips, Robert Bosch, KLM and Sabic. The region has innovation areas of expertise similar to the southwest and is therefore very compatible with Cottonwood’s network and existing portfolio focus areas.

The general partner of Cottonwood Technology Funds (CTF) has proven itself with top returns in regions rich in innovation but lacking in capital and management – the other critical resources to success. This was true in the southeast where the model being used by Cottonwood was developed and tested. Now in the southwest and northern Europe, the same challenges exist and returns are validating the successful approach Cottonwood uses to identify and support the development of category leadership companies in its low resource regions.

CTF works to provide venture services and capital to tech transfer opportunities having strong commercial potential. They borrowed their name from a tree native to the region. The Rio Grande Cottonwood—a welcome sight to pioneer desert caravans because it often signaled water—typically reaches 50 to 60 feet in height and can produce as many as 25 million seeds in a season. CTF aims to be as fruitful with its work. n

Cottonwood’s southwest region stretches from Phoenix to Denver to Austin and includes the Rio Grande Technology Corridor running along the Rio Grande River from Los Alamos, New Mexico to El Paso, Texas. It is an area rich in resources, host to three federal labs , multiple medical centers , and over a dozen premier engineering schools and research universities. Collectively, they represent more than $10.0 billion in annual research across critical fields such as Bio–Sciences, New Energy, Nanotechnology, Information Technologies, CleanTech and Aerospace. Cottonwood’s northern Europe region includes Belgium, the Netherlands and Germany. This region is likewise rich in innovation centers and also includes the homes and major operations of numerous multi-national

CTF works to provide venture services and capital to tech transfer opportunities having strong commercial potential.

AMSTERDAM

‘S-HERTOGENBOSCH

PARIS

“ ”

LYON

Recent deals:

International and Independent Capitalmind advises mid-market companies, corporates, entrepreneurs and (PE) investors on selling and buying businesses, MBO, growth capital and debt finance. ■

■ ■

■

Sold a majority stake to Britisch PE firm

Sold its alkyd resins business to

Independent Corporate Finance Advisory since 1999, with a focus on mid-market deals up to EUR 200 million European team strong of more than 25 experienced professionals 4 offices across Europe: • France: Paris, Lyon • The Netherlands: ’s-Hertogenbosch, Amsterdam (Hilversum) Award winning: 150 deals completed over the past 5 years

Raises € 121M debts

Core sectors: Business services, Consumer incl. Food, Industrials, TMT and Healthcare

Funding by

Truly international access to worldwide strategic and financial players through Mergers Alliance with more than 350 professionals worldwide

The Netherlands Europalaan 6 - 5232 BC ’s-Hertogenbosch T +31 73 623 87 74

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www.capitalmind.com

France 62 rue La Boétie - 75008 Paris Office +33 1 48 24 63 00

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Chinese companies on AIM – An Overview

Company: Moore Stephens LLP Name: Leonor Lee Email: Leonor.Lee@ moorestephens.com Web: www.moorestephens.co.uk Address: 150 Aldersgate Street, London, EC1A 4AB, England, UK Phone: +44 (0) 20 7334 9191 Fax: +44 (0) 20 7651 1637

Chinese companies on AIM – An Overview Moore Stephens, a global accounting and advisory firm, provides an overview of the business climate in China. As of 31 October 2014, there are 49 AIM companies with operations in China (including Hong Kong). These companies have an aggregated market capitalisation of £2.4 billion and an average market capitalisation of £49 million. During the ten months to 31 October 2014, China climbed two places to become the fifth largest region on the London AIM market in 2014 compared to 7th largest in 2013, representing 4% of the total market capitalisation. During this period, China has surpassed India (and Bangladesh) and USA, which were respectively ranked fifth and sixth at the end of 2013. The chart below illustrates the number of Chinese companies on AIM by different sectors.

Pharmaceuticals sector was the largest sector in terms of market value, followed by the Equity Investment Instruments and General Financial sectors. The combined market value of these sectors amounts to £1.4 billion, representing 57% of the total Chinese companies’ market value. 2014 joiners and leavers on AIM To date in 2014, there are eight new Chinese joiners compared to five in 2013. These new joiners each come from different sectors. The two largest new joiners were DJI Holdings Plc. with a market capitalisation of £148 million, followed by Jiasen International Holdings Limited valued at £90 million as at 31 October 2014. Moore Stephens acted as the reporting accountant for Jiasen.

Six Chinese companies left the AIM market in 2014 as summarised below: • One was due to reverse takeover; • One was moved to a standard listing on the Main Market; and • Four companies were delisted for various strategic reasons. Our view Whilst it is increasingly difficult to raise funds for an average Chinese company, we do regularly come across Chinese businesses, which have an excellent growth story and management team. To demonstrate and maximise their potential value and chance of success, these companies need to be provided with adequate pre-IPO planning advice before they are presented to the market. n

Source: London Stock Exchange Addis Ababa, Ethiopia at dawn

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The Vital Role of the Mediator

Company: Fiebinger Polak Leon & Partners Name: Christoph Leon Email: c.leon@fplp.at Address: Am Getreidemarkt 1, 1060 Vienna, Austria Phone: +43 1 582 580

The Vital Role of the Mediator Christoph Leon is a Co-Founding Partner of Fiebinger Polak Leon Attorneys-at-Law and specializes in the area of dispute resolution. Furthermore, he is a collaborative lawyer and has extensive experience, not only in litigation but also in collaborative conflict resolution. Besides of well-established alternative dispute resolution method Mediation, collaborative law is now to be established in German speaking countries. This new, extrajudicial dispute resolution method opens fascinating scope of opportunity in economic sector and family law. Collaborative law is based on the premise of mediation, while also transcending as it were the boundaries of this method. Unlike in mediation, where the parties deal with a neutral and impartial mediator, they are represented by their own attorneys. Any other experts involved during the dispute work with the attorneys to conduct the proceedings in consultation with the parties and act simultaneously as objective consultants. In contrast to a merely proceedings-oriented mediator, the

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collaborative attorney clearly positions himself as a representative of the party and his/her interests, ensuring not only comprehensive consultation in terms of legal advice, but also support with regard to the content of the case. Characterized by dignity and fairness, Collaborative Practice is for example useful in civil disputes where parties agree to maintain collaborative standards; e.g. when business and professional partnerships fall apart or disputes arise in investment, construction or labour law cases. So it works well with clients determined to prevent permanent damage to jointly created businesses/ shared investments and relationships - even difficult relationships. One of the big advantages of collaborative law is that with a group comprising

the client, the collaborative attorney and any other parties or experts involved in the CL proceedings, the power to define the course, tempo and form of the proceedings, which is freely configurable in the scope of personal autonomy, is not delegated to external third parties (court of law, judge, etc.), but instead remains with the parties themselves. Recently an Austrian Expert Team on Collaborative Law (www.collaborativelaw.eu) has been launched, and the IACP International Academy of Collaborative Professionals (www.collaborativepractice.com), is the global gathering place for those interested in learning more about Collaborative Practice. n

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Africa’s successful year for sovereign Eurobonds

Company: EY Name: Zemedeneh Negatu Address: Bole Road - Mega Building 11th Floor, P.O. Box 24875 Code 1000, Addis Abeba, Ethiopia. Phone: +251 11 550 4933 Mobile +251-91-120-1741

Africa’s Successful Year for Sovereign Eurobonds A few weeks ago, on one of those rare clear blue sky days in London, I met a senior executive who’s the Africa Head of one of the world’s largest private equity funds, to discuss his views about Africa, including his fund’s several hundred million dollar first investment on the continent which had garnered a lot of media headlines. The executive, who is a very astute observer of trends and opportunities, listed many reasons why he is bullish on Africa in general and certain countries in particular. One of the countries he mentioned was Ethiopia. On December 4, 2014, the fund executive’s sentiments were reconfirmed in a very bold way when Ethiopia successfully issued a US$1.0 billion, 10 year Eurobond. What was noteworthy about the offering was not just that this was Ethiopia’s debut in the global markets but the interest rate of 6.675%, was comparable to what the U.S. and other major global economies were borrowing at as recently as the year

2000, according to an analysis by the Financial Times (FT). Furthermore, the offering was oversubscribed by 2.6 times, attesting to the positive reception by investors of Ethiopia’s growth story, which has registered an average 10.4% GDP growth between 2003 and 2012, and was one of the fastest growing economies in the world. For a country, which in 1984 was best remembered for civil war and famine and gave rise to the “Band Aid” initiative and the hit song “we are the world”, the Eurobond is one of the best affirmation of Ethiopia’s ascendancy as a major African economy, which is now the fourth largest in Sub-Saharan Africa. Besides Ethiopia, another major African economy which issued a sovereign bond in 2014 was its southern neighbor, Kenya. In August, Kenya issued a US$2.0 billion Eurobond in two tranches, a ten year US$1.5 billion bond with interest rate of 6.875% and a five year US$500 million one with interest rate of 5.875%. This was Kenya’s debut sovereign bond.

The two East African heavy weights were joined in the Eurobond club by their West African counterparts, namely Ghana and Cote D’Ívoire. Ghana, despite some economic headwinds during the year, successfully raised US$ $1 billion by issuing bonds maturing in 2026 with interest rate of 8.125%. Ivory Coast too raised USD$ 750 million by issuing ten year bonds with interest rate of 5.6%. My expectation is that in the next few years, more African countries will issue debut bonds and countries such as Kenya and Ethiopia will be back with new issues. This scenery was unthinkable just a few years ago and reflects the global capital markets’ evolving dynamics, which is now more welcoming of emerging economies, especially those select African countries which have started to fundamentally reform their economies and are on a sustainable upward trajectory. In my view, 2014 will probably go down as a watershed year as Africa started gaining permanent acceptance in the global capital markets. n

Note: The opinions expressed in this article are the author’s only and may not necessarily reflect EY’s.

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UAE EGovernment Initiative

Company: Galadari Advocates & Legal Consultants Name: Manish Narayan Email: manish@galadarilaw.com Web: www.galadarilaw.com Address: P.O.Box: 7992 Dubai - UAE Phone: +971 4 3937700 Fax: +971 4 3937755

UAE EGovernment Initiative Manish Narayan is Senior Associate at Galadari Advocates & Legal Consultants. Here, he tells us about investment opportunities in his region. The United Arab Emirates are at the forefront of developing a comprehensive EGovernment strategy. The Global Information Technology reports rank UAE as the leader in using and harnessing Information and Communication Technology (â&#x20AC;&#x153;ICTâ&#x20AC;?) in the delivery of government services. The UAE Government Strategy 2011-2013 sets out the overall policy framework for development of ICT, whereas each Emirate is responsible for developing its own agenda for implementation towards attainment of the objectives. As a law firm we have had the opportunity of advising several ICT projects being developed for the delivery of government services and also on the overall EGovernment strategies.

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The EGovernment strategy creates an environment for established and innovative technology services provider access to the UAE ICT marketplace. With overall investment in the ICT sector estimated to be in excess of AED 15 billion, we are already witnessing several new players establishing their presence in the UAE. Although the initial focus has been on Abu Dhabi and Dubai, there are numerous opportunities coming up in other Emirates, such as, Ras Al Khaimah, Sharjah and Umm Al Quwain.

The investment opportunities are there in basic ICT infrastructure development and also in front end delivery of services to the citizens and end users of government services. It is our understanding that the challenges towards delivery of more transparent and efficient services will see more expert system software being deployed in the UAE. The time is right to be part of the evolution of the ICT systems and be an integral part of the development of a knowledge based economy in the region. n

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2014 Global Accountancy Review

Company: BDO East Africa Web: www.bdo-ea.com Address: Kenya Email: kenya@bdo-ea.com Phone: +254 20 2248 381/4 Address: Tanzania Phone : +255 22 278 1100 Email: tanzania@bdo-ea.com Address: Uganda Email: uganda@bdo-ea.com Phone: +256 41 4220371 Address: Ethiopia Email: ethiopia@bdo-ea.com Phone: (+251) 11 663 1196, (+251) 11 651 6620

2014 Global Accountancy Review A member firm of BDO International, BDO East Africa provides audit, tax and business/financial advisory, IT consulting services to help organisations meet their statutory requirements, mitigate risks and perform better in the dynamic and challenging environments in which they operate. BDO East Africa is a member firm of BDO International. We operate three full-fledged offices, located in Kenya (Nairobi), Tanzania (Dar-es-Salaam), Uganda (Kampala), Ethiopia (Addis Ababa) and Rwanda (Kigali). With a combined professional team of over a 125, we take pride from being part of a network that has exceptional capabilities, locally, regionally and globally. Our professionals have embraced the mission to serve African businesses and contribute to the economic growth of the continent. Previously known by the name of DCDM, we have a long-established presence in the region. We have been active in Kenya since 1996, in Tanzania since 1997, Uganda since 1999 and Ethiopia since 2013. We have built over the years a large portfolio of clients from both the public and private sector which is diverse in size and industry.

We service small and medium enterprises to large corporate bodies and cross-border corporations. BDO East Africa has also advised several government bodies, regional organisations and donor agencies active in the region. Our professionals have gained precious insights from serving this diverse client base and we use this experience to help our clients in Eastern Africa confront local, regional and global business challenges. Additionally, we are structured in a way that gives you quicker access to our senior professionals who will give your requirements adequate deep thought, so that you get timely and decisive advice best suited for you.

BDO East Africa provides audit, tax and business/ financial advisory, IT consulting services to help organisations meet their statutory requirements, mitigate risks and perform better in the dynamic and challenging environments in which they operate. We know that close and effective relationships matter to you and we offer a partner-led service that draws on our significant knowledge and experience across a spectrum of business sectors and service lines. As a long-established professional practice in Eastern Africa, we have gathered invaluable insight across a wide spectrum of industries. We apply this wealth of knowledge to add value to our clients’ businesses, helping them take full advantage of today’s opportunities and shaping them to meet the challenges of tomorrow. Our key strengths are in following business sectors: • Agribusiness & Fisheries • Banking & Financial Services • Government, NGOs & Donor-funded projects • Public Infrastructure & Transport • Telecommunications, Media & Entertainment • Natural Resources & Energy • Real Estate, Hospitality & Leisure • Consumer & Industrial Products and Services n

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Battle of the Seats: Vienna Rising to the top?

Battle of the Seats: Vienna Rising to the top? The Austrian capital is a place steeped in cultural heritage, evoking images of Johann Strauss, the Karlskirche and the lavish Opera Ball. But it’s also a highly regarded meeting point for business and public services. We’ve spoken to two firms with strong ties to the region to find out what’s been happening in their businesses over the past 12 months, and what they have planned for the year ahead.

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Yousif Zainal Law Firm Company: Yousif Zainal Law Firm Web: www.zainallawfirm.com Address: Villa No: 1697, Road No: 3738, Block No. 337, Umal Hassam – Manama, Bahrain Phone: +973 178 11 77 2

Battle of the Seats: Vienna Rising to the top?

The arbitration team at Yousif Zainal’s Law Firm comprises of lawyers, legal advisors and experts having knowledge and first-hand experience of arbitration under the auspices of major arbitration institutions Yousif Zainal Law Firm is one of the leading law firms in Bahrain, and consists of a group of independent lawyers associated with different legal practices in the G.C.C countries, other Arab countries, Europe, U.S.A., India and CIS. Our Arbitration Team comprises of lawyers, legal Advisors and experts having knowledge and firsthand experience of Arbitration under the auspices of major Arbitration Institutions including the ICC, GCC Commercial Arbitration Centre, ICSID, LCIA, Korean Commercial Arbitration Board. Some members of our team sit as arbitrators or legal advisors in both international and domestic disputes. Our team members are qualified and experienced in various legal systems. They are capable of sitting as arbitrators to settle disputes arising out of international commercial contracts, marine disputes, commodities, property, construction, banking, insurance agencies and disputes relating to Intellectual Property. Our team is also capable of advising on the proper form of arbitration agreements and inserting the proper arbitration clauses to be incorporated in the different kinds of commercial contracts or agreements at the drafting stage.

Guenther J Horvath is a Partner at Freshfields Bruckhaus Deringer LLP. He talks to us about the economic climate in Vienna and why it is so important in international business. Freshfields Bruckhaus Deringer is a leading international law firm, with more than 2,500 lawyers in 17 jurisdictions across Europe, Asia, North Amerika and the Middle East. We have the resources to coordinate and successfully resolve the largest and most complex disputes involving multiple jurisdictions.

Company: Freshfields Bruckhaus Deringer LLP Name: Guenther J Horvath Email: guenther.horvath@ freshfields.com Web: www.freshfields.com Address: Seilergasse 16 Phone: +43 1 515 15 205

Mr Horvath tells us more about the firm. “Our international approach is founded on strong local capabilities and experiences. This means we can put together multidisciplinary teams from a number of jurisdictions to meet our clients’ needs. By sharing skills, experience, ideas and know-how we are able to provide innovative and costeffective business solutions. “Building relationships with our clients is crucial to us. That is why we take the time to understand our clients’ needs and issues in order to provide relevant commercial legal advice, tailored to the requirements of each individual project and client.” Mr Horvath explains the firm’s working philosophy and why it is so highly regarded. “The demand for risk management and dispute advice has changed fundamentally in recent years and we have adapted to those fundamental changes,” he says. “We offer help across the spectrum: by risk area, business sector and geography. We’re international in reach and character, while being firmly rooted in local jurisdictions. “We offer international experience through a single point of entry; we’re culturally sensitive and committed to exceptional

Our team is involved in institutional arbitrations, conducted under the rules of arbitration institutions and may conduct arbitration proceedings of adhoc under UNCITRAL Rules or Arbitration conducted by intervention of the law courts. Occasionally, our team is appointed as a sole arbitrator or within a three – member tribunal whether arbitration is conducted in pursuance of court ruling/ order or administered by an arbitration institution such as GCC Commercial Arbitration Center or other institutions. n

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The arbitration team at Yousif Zainal’s Law Firm comprises of lawyers, legal advisors and experts having knowledge and firsthand experience of arbitration under the auspices of major arbitration institutions.

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service. We’re recognised leaders in our markets, whether it’s litigation, arbitration, regulatory or other investigations. “But where we differ most is that managing risk is central to all that we do. We’re always side-by-side with our clients.” The battle of the seat is an ongoing fight between arbitration centres worldwide. Mr Horvath describes Vienna’s position against other international arbitration centres and how the current business environment is faring in the region. “Austria has a highly developed market economy, skilled labor force, high standard of living, and is closely tied to other EU economies. Its economy features a large service sector, a sound industrial sector, and a small, but highly developed agricultural sector. “In 2008, the global economic downturn resulted in a brief recession, with GDP showing positive growth from 2010. A 4.3% unemployment rate in 2012 was the lowest rate within the EU. “The VIAC enjoys a unique geographic position amongst venues for international arbitration and is the obvious choice for parties from CEE and SEE. The historic ties among the countries in the region, their shared legal culture and civil law tradition are further draws for the VIAC.” Vienna is a highly regarded meeting point for business and public services as it offers certain elements that other meeting points cannot. “Vienna is counted as one of Europe’s most beautiful and culturally vibrant cities and a traditional meeting point between east and west,” says Mr Horvath. “It’s easily accessible and serviced by a newly expanded airport located just minutes from the centre of town and a modern and efficient public transport network. “When compared with other major business centres, business services, accommodations and the like are competitively priced and offer a cost-effective alternative.” n

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Exploring 2015 Partnership Opportunities in...

Partnering with a knowledgeable overseas company is an excellent way of taking advantage of lucrative foreign markets. This month, weâ&#x20AC;&#x2122;ve spoken to Ecuadorian law firm Bustamante & Bustamante to find out about the opportunities awaiting investors in the South American nation, heard from Njoroge Regeru & Company Advocates, in Kenya, and caught up with Turkish law firm Bereket & Baltaci to learn how they can assist in cross-border transactions. 82 Acquisition International December 2014

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Exploring 2015 Partnership Opportunities in...

Bustamante & Bustamante Company: Bustamante & Bustamante Web: www. bustamanteybustamante.com.ec Address: Avs. Patria & Amazonas Cofiec Building, 10th Fl. Quito, Ecuador Phone: +593 2 2562 680

Ecuador Since 1956, the law firm of Bustamante & Bustamante, in Quito, Ecuador, has provided legal counsel and services to local and international clients. At Bustamante & Bustamante Law Firm, our mission is to assist our clients in the perfection of their duties, risk management and value creation to achieve a sustainable competitive advantage. We lead the way in legal advice that integrates commercial, banking, civil, tax, labour, administrative law and, in a wider sense, all legal disciplines of interest to the business of national and international companies. Our main objective is to provide legal services and offer practical solutions, building lasting relationships with our customers. We differentiate ourselves because we do not intend to change or challenge local laws, but to guide clients in the elapse of the process with the faithful observance of them and applying innovation in how to adapt their businesses to the legal situation. Our professionals have received the best academic training at local and international levels. Most lawyers and support staff are bilingual and maintain constant international relations. Our history Diego and Roque Bustamante were the founders of Bustamante & Bustamante Law Firm in 1956. Later, Ricardo Crespo joined the firm and changed its name to Bustamante y Crespo. When he left in 1991, the firm was renamed Bustamante & Bustamante.

• Tax • Labour • Banking / Market • Litigation • Hydrocarbons • Mining • Electricity • Telecommunications • Environmental • Migratory • Competition • Penal Intellectual property We take care of all matters relating to: • Records • Renewals • Name changes • Other variations and trademark licenses • Patents • Copyright • Unfair competition • And any other matter on Intellectual Property Health registration We have experts as chemical and biochemical engineers and technicians to advise on all health registration processes.

Financial services We assist in the processes necessary to keeping your accounting or specific processes for verification of its accounting records. Representations In specific cases act as representatives of our clients, previously making a selection. Translations The Translation Department Bustamante & Bustamante has a team of qualified translators, Anglo and Hispanic speakers with extensive experience in translating legal documents in different language combinations: • Spanish to English • English to Spanish • French to Spanish • German to Spanish • Italian to Spanish Our translations are always checked by two translators before delivery to customers to verify the accuracy and reliability of the document. We have translated numerous legal documents, including the new Media Law of Ecuador and the Law Amendment to the Mining Law. n

Juan Carlos Bustamante was incorporated in 1966 and today is one of its main partners. For over thirty years he has taught private international law at the Catholic University of Quito. Since its inception, the firm has focused its practice on the area of patents and trademarks. Services General practice Bustamante & Bustamante has specialised lawyers in all areas of practice. Any issues will be attended by at least one senior counsel and an associate attorney. We are able to determine, together with our customers, who is the best specific lawyer for every need. Our lawyers can advise on the following areas: • Corporate • Commercial-Commercial

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Exploring 2015 Partnership Opportunities in...

Kenya Njoroge Regeru & Company Advocates, in Nairobi, Kenya, has distinguished itself as a premier law firm rendering sterling legal services. Company: Njoroge Regeru & Company Advocates Web: www.njorogeregeru.com Address: Arbor House, Arboretum Drive P.O Box 46971-00100 GPO Nairobi, Kenya Phone: +254-020-2612531 /2613646

The law firm of Njoroge Regeru & Company Advocates is a reputable medium-sized legal practice based in serene, pleasant and quiet premises located on the outskirts of the city of Nairobi, Kenya. The firm has distinguished itself as a premier law firm rendering sterling legal services, in, amongst other fields, corporate and commercial law, banking and financial services law, civil and commercial litigation, constitutional and judicial review litigation, public interest litigation, arbitration, alternative dispute resolution including mediation and expert adjudication, conveyancing and securities law, corporate restructuring including mergers, acquisitions and joint ventures, to a wide spectrum of clients in Kenya, the region and internationally. The firm has gained wide recognition as a prestigious and effective purveyor of legal services in a timely, competent and efficient manner. It is a mark of such recognition that the firm is listed in the prestigious and internationally acclaimed directory of lawyers worldwide, Chambers Global. The members of the firm have wide and varied experience and exposure

in the practice of law. Over the years, they have been privileged to represent the diverse legal interests of a wide cross-section of valued clientele ranging from individual persons and small businesses to large multinational corporations, governmental institutions and statutory corporations, international organizations, local and international banks and development institutions. n

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The firm has distinguished itself as a premier law firm rendering sterling legal services.

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Turkey Company: Bereket & Baltaci Email: mail@bereket-baltaci.com Web: www.bereket-baltaci.com Address: Viko Giz Plaza, Floor 13, 20/45 Meydan Sok., Maslak, 34396 Istanbul, Turkey Phone: +90 212 355 61 92

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Bereket & Baltaci prides itself on its international reputation for excellence in cross-border and domestic law.

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Bereket & Baltaci is a full-service law firm based in Istanbul, Turkey, with an international reputation for excellence in cross-border and domestic law.

IFLR1000 (International Financial Law Review).

A full-service law firm based in Istanbul, Turkey, Bereket & Baltaci prides itself on its international reputation for excellence in cross-border and domestic law. Bereket & Baltaci’s team of expert lawyers and consulting scholars serve multinational companies, small and large firms based in Turkey and across the Mediterranean, along with government agencies, local and international.

As a dedicated full-service law firm, Bereket & Baltaci attorneys provide consulting services a global clientele. We support clients in their legal needs at daily transactions and recommend business solutions regarding to the strategic issues.

Bereket & Baltaci’s legal team is fluent in English. The majority of our transactions are cross-border and multi-jurisdictional. The firm’s proficient attorneys and consulting scholars are trusted local legal advisors with global experience, international legal education, and exceptional focus. We recognize that every case is unique. With broad experience in cross-border transactions and deep local knowledge in Turkey, the legal teams are committed to delivering the highest quality legal services in the most efficient manner possible. The firm is one of the recommended law firms in

The firm provides legal expertise in Istanbul, Ankara and other cities throughout Turkey.

As well as providing local legal opinions, we prepare legal memorandums in relation with legislative changes and developments. The firm’s proficient teams are bilingual and have in-depth local knowledge and experience on crossborder transactions and disputes. n

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2014: Growth and Trends in Relocation

Company: Passport Career Name: Susan Musich Email: smusich@ passportcareer.com Web: www.PassportCareer.com Phone: +1 703 608 4433

2014: Growth and Trends in Relocation Whether they are moving to the US, Europe, Asia, Africa or Latin America, online global job search support system Passport Career provides people moving to or living in unique and challenging destinations around the world with detailed expert insight and knowledge. Launched in 2010, Passport Career uses a leading edge approach and state-of-the-art technology to address organisational concerns about spouse, partner, student, staff and alumni career transition issues. It provides targeted country-specific articles, resources, jobs, and effective strategies not found in other job search resources. Passport Career also offers monthly webinars, a unique social networking platform that helps a person to quickly expand their network and a help desk. Passport Career was developed by Susan Musich, who applies a uniquely-designed research methodology, which has been successfully tried and tested through her work with global career programs provided to more than 50,000 people and her oneon-one coaching with more than 10,000 international job seekers relocating to over 180 countries. Passport Career has a dynamic team of more than 100 professionals around the globe, collecting and analysing data to ensure this job search support tool is up-to-date, relevant, and packed with useful, relevant local information. What can Passport Career do for my organisation? Do you find yourself asking “how will we recruit and

retain international assignees who have spouses with careers?” Passport Career now takes away the guessing by providing a global job search solution. Our three-step value model makes Passport Career an asset to your program and organisation. Passport Career: • Provides one-stop access to dynamic, up-to-date, and unique – often difficult to find –resources that make a global job search successful for expat spouses in 200+ locations • Addresses the three groups of spouses: spouses who want to work, spouses who don’t want to or can’t work and are seeking alternative opportunities, and spouses who stay behind due to unaccompanied assignments • Is an affordable tool for organisations to meet both needs and demands for comprehensive global job search information in this competitive job market. What makes Passport Career different? Passport Career has a team of skilled in-country experts with more than 500 years of combined experience in supporting international professionals. We know what the issues are, we know where to find the right resources, and we know what it takes to find employment in another country.

Passport Career’s structure, research approach, guidance and tools are based on 20 years of research and experience in supporting spouses and other international professionals. What information does Passport Career have? • Job search and employment resources for 75+ countries where most international employees are assigned, including emerging markets and developing countries • Key employment options, work permit and business culture information, including: best employers for expat spouses/partners, work permit details, and the ins and outs of the relevant cultural nuances that will impact a job search and career transition • Country-specific information and guidance on resumes/CVs, interviews, salaries and many other job search topics, including job market insights, how to start a small business, volunteer and internship opportunities, and much more • Critical networks and contacts that are key to effectively building a global and local job search network - including formal and informal networks not easily found online. Passport Career also has a social network built in so job seekers can network with others around the globe n

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On the Rise: Private Investigations 2014

On the Rise: Private Investigations 2014 Despite the myriad benefits, many businesses around the world remain completely unaware of the role a private investigator can play in solving countless important issues. Potential investors requiring a due diligence investigation, decision makers needing comprehensive background checks or even firms looking to resolve problems with employees who have wronged them are all classic examples of individuals or organisations that could profit from the expertise brought to the table by an experienced private investigator. Over the coming pages, we have carefully selected a few of the worldâ&#x20AC;&#x2122;s leading investigators to join us in outlining exactly what working with a PI can do for your business and the risks that come with choosing to go it alone.

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On the Rise: Private Investigations 2014

Bluemoon Company: Bluemoon Investigations Group Ltd Name: Will Clayton Email: operations@ bluemooninvestigations.co.uk Web: www.bluemooninvestigations.co.uk Address: 1-3 Craven Road, Paddington, London, W2 3BP Phone: 0207 933 4080

Will Clayton is Director and Investigator at Bluemoon Investigations Group. Formed in 1980, Bluemoon Investigations is a long established private investigation business. With 28 offices throughout the UK, Bluemoon Investigations has operated for over 30 years both nationally and internationally. With origins dating back to 1913, the Association of British Investigators is now recognised as the premiere professional body for private investigators working in the United Kingdom. Throughout its long history, the Association has worked hard to improve the standing and reputation of the investigative professional. The ABI is the only association recognised by the Law Society of England and Wales. Bluemoon Investigations Group were the first corporate members of the ABI. Beyond this the principal directors and investigators all hold full personal memberships. Will Clayton, director of Bluemoon, provides a brief background of the firm and highlights its areas of expertise. “We are able to carry out enquiries throughout the UK and abroad utilising our contacts and our vast network of agents and colleagues,” he says. “Staff at Bluemoon Investigations have collective experience spanning over 100 years in Private Investigation. Our large client base grows daily because of our professionalism, dedication and attention to detail, we endeavour to satisfy our clients requirements in a cost effective manner. We have adopted a simple philosophy at Bluemoon Investigations, ‘to treat our clients as we would expect to be treated ourselves’, this outlook has placed us at the top of our profession. All our clients enjoy total confidentiality and discretion.”

Computer fraud Peace of mind enquiries Background information Asset searching and Pre-sue reports Forensic science services Will decribes the existing business environment as busy due to repeat business from existing clients and lots of interest from international clients also. “Our corporate clients are increasingly taking up pre-employment screening checks before they start new employees. Year on year we are completing 50% more background and CV checks as companies check there are no skeletons in the closet!” Despite the many benefits they offer, there are still many people and organisations who are unaware of exactly what role a private investigator has to play in their business, and Will states: “Many people have fortunately never been in the situation to need our services in their life, however common reasons to recruit a private investigator now stem well beyond just matrimonial infidelity. Our range of services are diverse from counter surveillance for high wealth individuals to de-bugging corporate boardrooms.”

“No two days are the same!” he enthuses. “Every day is different, in the morning we can be working on tracing a debtor or a family member who has not been seen for 30 years. The afternoon could be employee surveillance in a suspected fraud or intellectual property matter. The weekend can see surveillance jobs on cruise ships and overseas where the husband has suddenly had a business trip.” Key challenges facing the industry include licensing and regulation of the PI sector. Clayton comments that “Licensing has been a subject of conversation for well over a decade. The government first proposed regulating the industry in 2001 and it still hasn’t happened to date. Professional operators and the ABI support licensing to rid the industry of any rogue operators. We await further updates from the government. In the meantime, clients should continue to use ABI listed investigators to ensure they are dealing with professional organisations.” n

Bluemoon covers all areas of Investigation including: Surveillance Interviewing Witnesses Internal fraud & theft Infringement of copyright Insurance investigations Enquiry agents for solicitors Tracing of witnesses, missing persons and absconder debtors Process Serving Matrimonial and personal matters Employee screening Undercover and industrial espionage Security surveys and de-bugging Electronic security equipment GPS tracking and remote surveillance Acquisition International December 2014 87

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Due Diligence - An Essential Strategy for Corporate Growth

Company: Imprima Name: Helen Cocaign Email: london.sales@imprima.com Web: www.imprima.com Address: City Place House, 55 Basinghall Street, London EC2V 5EH, UK Phone: +44 (0) 20 7105 0300

Due Diligence: An Essential Strategy for Corporate Growth Helen Cocaign is in charge of Business Development at Imprima Paris. She speaks to AI Global about due diligence and why it is an essential strategy for corporate growth. Imprima has consistently been at the forefront of the management of secure, confidential information combining cutting edge technology with a dedicated personal service. Helen Cocaign provides a brief outline of what is involved in carrying out due diligence. “The main aims of due diligence can vary wildly from case to case, yet at its core it is the approved step-by-step process for companies going through a merger or acquisition. As part of a due diligence for an acquisition, the vendor shares any relevant financial data, shareholder reports and important legal documents, enabling the prospective buyer to assess the viability and value of any deal. It typically involves due diligence teams, made up of skilled financial, legal and business representatives of the prospective buyer under a project manager, reporting to C-suite executives. A big change in the last 20 years is the development of virtual data rooms (VDRs) to enable companies to examine documents without needing to visit a secure depository thanks to highly effective digital security technology. It’s made mergers and

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acquisitions significantly swifter to complete and more secure than having to share physical copies of sensitive and confidential documents.” Successful due diligence is thorough, methodical, and secure, as Helen embellishes. “Given the often vast sums of money involved in M&A deals, it’s essential not to overlook key documents which prove to be a deal breaker. An intelligent documentation system here is key, providing methodical and easy access to all information. Security of the documents is also vital and the best VDRs have advanced functionality to control who can access which files and when. This prevents the dissemination of confidential materials by restricting access or preventing people from printing or saving documents,

limiting them to viewing only. This is in addition to the backroom technology that helps make VDRs one of the most secure technology service around: ISO accreditation for infrastructure and staff, 256 bit data encryption and two-factor authentication are just a few of the features that come as standard with Imprima’s iRooms. The ideal outcome is that the buyer feels confident they’ve seen all the relevant documents they need, have seen evidence that the proposed deal is a good one, and completes the acquisition or merger.” n

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Gender Equality: Opportunity for Profit and Social Good

Company: OW Law LLP Name: Ronald Clarke Email: info@owlaw.co.uk Web: www.owlaw.co.uk Address: Blake House, 2a St Martins Lane, York, North Yorkshire, YO1 6LN Phone: +44 01904 232 900

Gender Equality: Opportunity for Profit and Social Good Ronald Clarke is head of employment and legal disputes at OW Law LLP. He speaks to AI global about the importance of adopting a gender equality policy within a business place. OW Law is an award-winning dispute resolution and employment law firm which specialises in dealing with complex commercial, civil and employment law disputes. The firm now has a reputation for dealing with high value cases on behalf of both individuals and businesses. Ronald Clarke tells us what he believes is the major reason why businesses need to adopt a gender equality policy. “Businesses should have little hesitation in committing to gender equality and to promoting equal opportunities in employment and in the boardroom. “Diversity at board level in particular can improve the quality of decision making. The first and obvious point to make is that a gender equality policy will enable businesses to access the wider talent pool. A low percentage of women on boards may demonstrate a failure to make full use of the talent pool. “Although companies should not focus purely on gender at the expense of other aspects of diversity, a lack of gender diversity around the board table may weaken the board by encouraging “group think.” “Boards with no, or very limited, female members may be weak in terms of connecting with, or understanding of, customers and workforce and offer little encouragement to aspiration among female employees.

He continues to explain what needs to be done by businesses, governments and wider society to hasten the adoption of such a policy within the workplace. “On 9th October 2014 BIS published a paper which shows that in the UK, as at October 2014, women accounted for 22.8% of overall board directorships in the FTSE100 and 17.4% of overall board directorships for FTSE250 companies. “Quite clearly progress has been made but more could be done. In the UK numerous reports have been prepared on the issue. The Davis report published in February 2011 commented that the reason why so few women have been appointed at board level is due to a number of complex factors such as a lack of flexible working, difficulties achieving work/life balance, lack of transparent criteria and the way that executive search firms operate. “The differences in the way men and women are mentored and sponsored and gender traits might also play a part.

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Although companies should not focus purely on gender at the expense of other aspects of diversity, a lack of gender diversity around the board table may weaken the board by encouraging “group think.

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“Governments need to lead the way in solving these problems. One solution might be for legal regulators to consider introducing quotas and targets to promote diversity. “It is axiomatic that making use of a wider talent pool will improve the fortunes of businesses and government.” n

“Quite simply, if a business wants to make use of the best talent it must embrace gender equality.”

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European Union Residency Permit for Non-European Union Citizens

Company: WPS Partners OÜ (Estonia) Email: info@wpspartners.ee Web: www.wpspartners.ee Phone: +372 668 3266

European Union Residency Permit for Non-European Union Citizens Management of WPS Partners in Estonia explains more about European Union Residency Permit for Non-European Union Citizens. WPS Partners is a global bridging company that develops tailor made solutions in the area of International Wealth and Tax Planning (“IWTP”) in particular for (ultra) high net worth individuals (“HNWI”) and families. Through a global network, which is composed of dedicated professionals, it is an independent, objective and impartial company focused on customer satisfaction.

Inheritance planning, second citizenship, relocation or residence permit in another country, corporate structures, trusts, foundations and similar services are within scope of IWTP services that can be offered for (U)HNWIs and families.

Variability of products and services globally available in IWTP, redundancy of service providers, different quotations for different service providers for identical or similar products or services often result in confusion for customers. With experienced consultants, we provide versatile brokerage services in coming up with the best service and most eligible service providers for customers.

What is a residency permit? It is a type of visa that grants individuals with a residency right for a certain period of time or with no time restrain in a country of non-citizenship. Residency permit is subject to different legal terms in each member state of European Union. Each member state may make a set of different regulations in compliance with the Union Acquis and yet as required by its own national law system.

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It is no coincidence that the seat of the company is Estonia.

Advantages of a residency permit for EU state(s) In case a real person, who is a non-European Union citizen, obtains a residency permit from an EU country, the following advantages will be available: - Indefinite leave to remain and right of travel without a visa to and from any country of EU/ Schengen area, - Opportunity of enjoying liberties and equality of opportunity offered by EU, - Right of stay in other EU member states up to 180 days in a year, - Opportunity of living in other EU member states, - Right of living and employment within the boundaries of a given EU member state without restriction, - Right of owning a low-tax motor vehicle, duly registered in a given EU member state, and right of driving it in all other EU member states,

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- Right of having a driver’s license that will be valid in all other EU member states, - Maximum convenience for minimum procedures in case of renewals once the first residency permit is granted, - Opportunity of getting a lifelong permanent residency permit (“PRP”) once the temporary residency permit (“TRP”) is granted and five (5) years of time passes, - Enjoying equal rights as the citizens of the residency permit country, except for the right to elect and be elected, - Right to citizenship application in a given country after a certain time elapses following the grant of permanent residency permit, - Right to bring along other family members and dependants of the real person who is granted a residency permit, - Right to indefinite trading activities and investments, and opening bank accounts within the boundaries of a given country of residency permit. Procedure of residency permit and applications To start with, one needs to obtain a temporary immigration status from the relevant EU state for being granted with a residency permit. Once TRP is obtained, it will be renewed at certain periods. Only after such renewal periods, TRP will be replaced by a permanent residency permit. It can be said

European Union Residency Permit for Non-European Union Citizens

that permits of the real persons that are granted a temporary residence permit for a period of five (5) years for an EU member state will be replaced by a permanent residency permit. To give couple of examples for non-EU states, term of a temporary residency permit that must be obtained prior to a permanent residency permit is 10 years for Switzerland, 2 years in USA through EB-5 visa and 5 years for the U.K. provided an investment of 2 million GBP is made. WPS Partners gives assistance for obtaining a residency permit not only for the EU member states but also for non-EU states. The countries that are on the Continental Europe and grant a residency permit under a certain programme are primarily Bulgaria, Greece, Hungary, Latvia, Lithuania, Portugal, Spain, Switzerland and the U.K. It has been observed that real estate investments or financial investments are often stipulated for a residency permit in EU member states. Some of the EU member states stipulate a real estate investment of EUR 500.000 while others require a real estate investment of EUR 250.000. An applicant of a residency permit should evaluate his or her financial standing, personal and family situations and plans as the first thing to do, subsequently discuss with a consultant to decide which investment route is to be selected for the country in question. During the period of service for the grant of a residency permit that will be offered through professional service

providers competently orchestrated by WPS Partners, the applicant decides the most eligible country and the investment option among a set of alternatives, and best efforts are made to complete and conclude the residency permit process approximately within 3 months. Estonia: E-Residency, a unique service worldwide and a favourable business climate Unlike the residency permit explained above, we would like to give a brief account of the e-residency opportunities that will be enabled by the government of Estonia. Estonia will start issuing the e-resident digital identity by the end of 2014. An e-resident will be a physical person who has received the e-resident’s digital identity (smart ID-card) from the Republic of Estonia. This will not entail full legal residency or citizenship or right of entry to Estonia. An e-resident can use and enjoy the same digital services that allow Estonians to do anything and everything digitally – sign all documents, launch and manage companies, do the banking, encrypt files, etc. Estonia is an extremely favourable state of European Union (“EU”) in that company incorporations and operations are simple and efficient, also taxation is advantageous. Corporate tax rate is 0 percent for the companies incorporated in Estonia. However, a 20% final tax will be collected as of January 1, 2015 as dividend payment tax whenever the Estonian company pays dividends. n

silhouette of tallinn with fire sea sunset

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Q4 Review

Q4 Review Things are looking up for global business: the final quarter of 2014 has been, for many companies, overwhelmingly successful. As the global markets continue their recovery, firms are beginning to see demand for their products and services rise once again. As the year comes to a close, weâ&#x20AC;&#x2122;ve spoken to a range of companies operating in a wide range of sectors and regions to find out more about their recent performance, and what they think 2015 will bring.

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Q4 Review

Mohamed Hameed of Antrac Maldives Pvt Ltd speaks to AI about the appetite for deals in Quarter 4.

Company: Antrac Maldives Pvt Ltd Name: Mohamed Hameed Email: mhameed@ antracmaldives.com Web: www.antracmaldives.com Address: Level 1, Antrac Tower, Fareed

Antrac Maldives Pvt Ltd is a group of companies in the Maldives business sectors, including Port Agency, Bunker supply, Real-estate, Automobile, General trading and Tourism. “We also have our own port facility with Gas Oil storage,” explains Mr Hameed. There is no doubt that the global economy is showing signs of improvement and, as we exit 2014, Mr Hameed tells us which sectors he has seen experiencing the most growth.

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We see there are more development projects, more growth of tourism and also trade activities which have led to the economy growth of our region.

“We see there are more development projects, more growth of tourism and also trade activities which have led to the economy growth of our region.” Antrac Maldives has enjoyed a relatively prosperous Q4, as Mr Hameed continues: “We found port agency services required more by our company for the clients requesting, and also trade activities have gone up. The biggest challenge there for our company is to get reliable investors and equity partners for our tourism development projects. “Our business is differentiates by its style and the way we handle our clients. We have found very little competition in our area, even though the organisation is in the same services that our competitors operate. We have experienced a most remarkable growth compared to the same period last year.” As we move into 2015, Mr Hameed has a few predictions as to what the immediate, and more long-term, future may hold. “There is no doubt some very good signs for the economic growth of the country,” he states. “We are expecting good growth again in 2015 and we strongly believe that we can find a good partner for our tourism projects and other development projects in 2015.” n

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panama

The Folio Group is a leading, multi-jurisdictional offshore service provider to Investment Funds, Insurance Companies and Business Companies. Founded in 2001 in the British Virgin Islands, the Group now has additional offices in the Cayman Islands, Malta and Panama and is represented in a number of other important financial services centres, such as Barbados, Delaware and Anguilla. The Group utilises a wealth of product and industry knowledge to provide specialist services that include Fund Structuring and Administration, Insurance Management, Corporate Management and Director Services. Our primary focus is providing our global clientele with a complete range of tailored solutions and value added services. As a fully independent practice, we allow our clients to benefit from our wealth of experience and our established relationships with banks, brokers, custodians, auditors, advisors and lawyers.

Contact the Folio Group for more information on our services and methodologies. Folio Chambers, PO Box 800, Road Town, Tortola, VG1110, British Virgin Islands Tel: +1 284 494 7065 Fax: +1 284 494 8356

www.folioadmin.com

cayman islands

“providing tailored solutions and value added services” malta

“strict attention to detail and timely service delivery”

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Q4 Review

Anthony McCourt is director at Court Collaboration. He speaks to AI about the industry and emerging trends over the last 12 months. Anthony describes the firm as: “A small company that does big things, Court Collaboration consistently punches above its weight. “We believe that property is not just about bricks and mortar but about the people we deal with. We have no set speciality and have turned our hand to both residential and commercial properties in the past twelve months. Company: Court Collaboration Name: Anthony McCourt Email: amc@ courtcollaboration.com Web: www.courtcollaboration.com Address: Floor 2, Two Snowhill, Snow Hill, Queensway, Birmingham, B4 6GA Phone: +44 0121 362 4777

“Perhaps our biggest niche is that, as a young and thriving business which refuses to stand still, we continue to raise capital from across the world to help us compete with the bigger names.” As we approach the end of 2014, the global economy is starting to show definite signs of improvement. Anthony continues to explain which sectors and industries he has seen enjoying the greatest upturn. “Two deals which have included Chinese investment have proven to us that there is a huge appetite in the Eastern markets to invest in the UK. The first of these was the purchase of the Grade II listed 130 Colmore Row in Birmingham city centre. This was the first deal outside of London to be bought for a commercial purpose having been acquired by five high net worth Chinese businessmen.

Mr. Soteris Pittas is Managing Partner at Soteris Pittas & Co LLC. He tells us more about the current business climate in Cyprus. Soteris Pittas & Co LLC is a boutique law firm, in size only, focusing on the areas of law related to business activity and dedicated to providing its clients with outstanding, highly personalised, legal representation, both in non-contentious and contentious matters.

Company: Soteris Pittas & Co LLC Name: Mr. Soteris Pittas Web: www.pittaslegal.com Address: Chrysanthou Mylona 10, Magnum House, 3030 Limassol - Cyprus Phone: +357 25 028460 Fax: +357 25 028461

The lawyers and associates of the firm, with their combined skills-set and knowledge can provide comprehensive legal solutions according to the clients’ particular business needs, requirements and objectives. The firm is committed to representing its clients at all stages of disputes, including negotiation, mediation, arbitration, and litigation, in order to secure just compensation and legal vindication. The firm has close links and strong associations with reputable audit firms, private equity managers, and fiduciaries in Cyprus, Russia and the former CIS countries. Mr Pittas tells us more about what the firm has experienced in Q4 of 2014, in terms of both the business environment in the country of Cyprus and the firm’s jurisdiction. “In Quarter 4, we have seen definite improvement and increase in litigation and arbitration, as well as in debt restructuring,” he begins. “On the other hand the Court system is rather slow and there is a need

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“The second was the purchase of the former headquarters of global chocolate manufacturer Cadbury. Having acquired the site, plans have been unveiled to transform the building into almost 100 luxury apartments in a leafy suburb of the city in which it is notoriously difficult to acquire planning permission. “Further projects include the purchase of a former Council House in Birmingham, which will be transformed into 18 of the most high quality apartments the city has ever seen; the acquisition of the iconic George Henry Lee building in Liverpool, and the redevelopment of the former home of HSBC bank in Birmingham. “In terms of sheer glamour, a project to build a series of luxury golf homes on the site of Astbury Hall, a 320-acre golf course owned by former rock star Ken Downing, has led to celebrity endorsement, property awards from International bodies and some of the most picturesque views you could ask for.” As we move into 2015, Anthony has clear foresight of the activity we can expect to see in the immediate future. “I think bigger deals led on a 100% equity basis and much more cross-border joint venturing will become the norm over the next two years. I’m also expecting a slight correction in the UK property market around late 2015, but nothing that will harm capital growth considerably.” n

to speed up the administration of the justice process. In this particular area a lot of work and appropriate change would need to take place. We have also experienced a higher level of investments which are required to strike-off high unemployment levels. “The greatest upturn has definitely been in the services and tourism sectors, as well as in legal advising, consulting and corporate administration. These continue to improve. The appetite for deals in Q4 is much better compared to the same period last year.” The latter part of 2014 has seen the introduction of key regulations that have altered the way in which the firm works. Mr Pittas explains more: “The new CFC law, or de-offshorisation law, in Russian Federation and mutual funds framework has had a marked affect. On the former it is not yet clear whether it will bring positive or negative consequences and that is yet to be seen. On the latter, definitely, the sector of Collective Investment Funds has created a great prospect for the Cyprus Stock Exchange and the country in general, to be further developed as an international financial centre.” As we move into 2015, Mr Pittas has predictions for the country and indeed the rest of the world. “For Cyprus it is getting better and on the global level, I am of the opinion that it is getting better too.” n

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Q4 Review

Sterling Data Rooms guarantees a world-class security solution for businesses that prioritise confidentiality and depend on reliability. Built by specialists, accredited by experts and trusted by professionals, Sterling Data Rooms is an online platform that enables you to perform faster and more efficient due diligence and document management in a completely secure environment. Sterling guarantees a world-class security solution for businesses that prioritise confidentiality and depend on reliability. Sterling Data Rooms also offers a suite of dynamic real-time activity reports, enabling deal administrators complete insight into user behaviour throughout the transaction.

Company: Sterling Data Rooms Web: www.sterlingfp.com Contact: Laura Hollins Email: laura.hollins@ stelringfp.com Address: Level 41, Emirates Towers Sheikh Zayed Road, 31303 Dubai, UAE Phone: 00971 4 313 2915

A crucial objective during the development of Sterling was to reduce the time wasted with troublesome downloads and complex training. We collected feedback from current VDR users to ensure that with Sterling you receive data room functionality that works for you. Simplicity Built and managed by a team with over 25 years’ experience in serving the financial community, Sterling Data Room clients and users are supported by 24/7/365 helpdesk and customer services teams. We offer a totally secure, end-to-end VDR and document management service that is complemented by our in-house typesetting, print production and document delivery capabilities. This ensures complete security and peace of mind over the confidential management and production of sensitive data.

Intuitive drag-and-drop tools and simple ‘one click’ processes help every client navigate and manage their data rooms with ease. It’s as easy as 1, 2, 3. Security In time-critical projects, no one wants to experience delays and spend time installing special viewers, Flash, custom plug-ins or Java™ to start reviewing documents. Sterling Data Rooms has the highest security levels in the industry but the lowest system requirements of all VDRs. All you need is internet access, a browser, the universal Adobe® PDF reader and Microsoft Office. As an official Adobe® Solution Partner Sterling uses LiveCycle™ Rights Management security to protect all PDF documents, providing the highest possible level of document encryption currently available – 128/256 bit AES encryption. Trusted by government, defence and aviation institutions, where these levels of confidentiality and control are critical, Sterling Data Rooms transparently enables managers to dynamically determine who can view and print protected PDFs or save native source documents at a click of a mouse. Sterling Data Rooms has also collaborated with Microsoft Office ® to integrate their rights management technology within our data room platform. This allows clients to share Excel financial spreadsheets with users but still render as a View only, Editable or Print only document and also retain control over the file. The additional benefit is the user is still able to view the file natively rather than as a converted PDF or TIFF format. n

Elías-Calles y Alonso de Florida, S.C. (”ECAF”) is a Mexican law firm whose purpose is delivering legal services having our client’s needs and expectations as our top priority. Our attorneys are compromised with delivering top quality legal services, the study of the law and personal attention to the client. Our attorneys are experienced practitioners in the areas of corporate and contract law, mergers & acquisitions, finance, project finance, energy, equity investments, joint ventures, corporate governance, real estate, entertainment and sports, intellectual property, copyright, civil and commercial litigation and alternate dispute resolution. Based on our philosophy, we give an approach to our client’s needs that incorporate a contentious analysis of legally relevant matters with the purpose of delivering services that not only satisfy our clients’ needs and expectations, but protects them from future controversies as well. ECAF’s attorneys have repeatedly advised some of the world’s major financial institutions, and corporate borrowers on single lender and syndicated lending transactions, secured and unsecured, local and cross border, single and multi-currency, senior and subordinated loans. Our lawyers are amongst the very few Mexican attorneys having delivered advice under Islamic financing structures. ECAF’s attorneys are highly experienced in representing lenders, borrowers and developers in real estate matters, including financing, acquisitions, development and lease of residential, commercial, office and industrial properties as well as hotels and resorts, and mixed-use properties and the implementation of litigation strategies. Our attorneys have handled several of the most relevant real estate financings and portfolio acquisitions in Mexico. The litigation and alternative dispute resolution team has participated in several areas involving and counseling financial institutions, banks, telephone companies, private entities and private investors in a broad spectrum such as shareholders disputes, contractual and torts proceedings. The Firm has also served as counsel to high-net worth families in Mexico.

Company: Elías-Calles y Alonso de Florida, S.C. Name: Fernando Alonso de Florida R. Email: falonso@ecaf.mx Web: www.ecaf.mx Address: Av. de las Palmas No. 820-piso 5, Col. Lomas de Chapultepec, Mexico, D.F. 11000, Mexico Phone: +(52 55) 52.84.55.94

Acquisition International December 2014 95

At Merrill DataSite, security means everything to us.

At Merrill DataSite security means everything to us and protecting your data is our priority. Security is at the heart of the infrastructure, people and processes used to manage your Merrill DataSite VDR and we provide an unbroken chain of custody over your confidential data to guarantee it always remains secure. Choose Merrill DataSite â&#x20AC;&#x201C; the smart, simple, secure global partner in your deal. To find out more, or to arrange a demonstration of our VDR solution, call us on +44 (0) 845 602 6916, email us at info@datasite.com, or visit www.datasite.com today.

www.datasite.com

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Q4 Review

Corporate finance house Camden has built successful relationships in various market sectors, which include mining, tech and

Whether you are a private or public company, a professional investor or an entrepreneur, our aim is to use our experience, international reach and sector expertise for your benefit. Welcome to Camden.

Camden is a corporate finance house with a particular specialty in international financing and a special emphasis on the following sectors: biotech, tech, real estate as well as junior mining and exploration companies.

For listed companies, Camden provides a wide range of services including financing, restructuring, M&A, to domestic and international clients. Camden has acted as advisor on many recent transactions.

biotech.

Company: Camden Associates Name: Jean-Claude Gonneau Email: jcg@ camdenassociates.co.uk Web: www.camdenassociates.co.uk Address: 27 Hill Street, London W1J 5LP Phone: +44 207 290 9812

Camden’s Guiding Principles • Clients first. We strive to develop trust with our clients through thorough and detailed consultation. This is what permits us to generate appropriate investment ideas and value-added services. • Ideas are key. Our ability to generate original, quality ideas for clients and investors positions us ahead of the competition. • Know your client. The more detailed our understanding of our clients’ needs and objectives, the better positioned we are to meet them. • Create shareholder value. We are committed to aligning the interests of all parties involved in a transaction which is what creates in the end optimal value creation. • Camden is involved in lasting client relationships. You will get a different perspective from us. Few investment advisory boutiques focussed on the mid-market can combine advice on international M&A and corporate finance with capital markets expertise.

Established in 1989, BCMS is an award winning, international mergers and acquisitions consulting firm, which has completed more than 500 deals over the last decade. BCMS has over 240 specialist staff at 23 offices located across Europe, America, Asia, Africa and Australasia. Acting exclusively for sellers of companies, and working across all sectors, BCMS is a specialist M&A advisor with expertise in international research, dealmaking, and securing optimised transactional values.

Company: BCMS Corporate Ltd Name: Steve Anstey, Executive Director Email: steve.anstey@bcms.co.uk Web: www.bcmscorporate.com Address: Coldridge House, Kingsclere Park, Kingsclere, Hampshire, RG20 4SW, UK Phone: +44 (0)1635 296 106

BCMS teams manage a diverse portfolio of transactions in the SME and lower mid-market range, engaging with some of the world’s most acquisitive organisations, including listed corporations, private equity firms, buy-in and management buy-out teams. Delivering increasingly creative deals has required both tenacity, and a holistic appreciation of the trends influencing M&A activity. One key economic driver, which has positively impacted dealmaking, has been the boost in investment confidence resulting from the return to growth in advanced economies, which has stimulated M&A activity in the UK. The region (with Ireland) accounted for 26% of the M&A transactions in Europe, on the back of ever strengthening UK GDP results. (Source: Mergermarket) This has increased the appetite for acquisitions from all quarters, as this confidence has encompassed both corporate entities and private investors. So far, Q.4 2014 has seen BCMS transact its largest ever management buyin, following a record month of dealmaking in Q.3, with 11 deals completed in July 2014 alone. Trade sales remain at the core of our business, however the appearance of diverse ‘non-traditional’ acquirers has resulted

For private companies, Camden provides special services tailored to their particular strategic needs: exchange listing, buy out or trade sale. We map the road for internal or external growth, incremental improvement or disruptive moves. We look after small, mid-sized and large industrial companies across a broad spectrum of regions. n

“

We strive to develop trust with our clients through thorough and detailed consultation.

”

in more creative deal types. BCMS has managed a range of ‘non-traditional’ transactions, including part-equity sales, and in one example, the sale of a single UK domain, which ranked within the 30 most expensive domain names ever sold. Neither has this increased appetite been limited to one particular sector. In the UK, service sector businesses have enjoyed significant acquisition interest, making up 19% of BCMS deals, alongside companies engaged in technology (14%). Manufacturing has also proved one of the strong sectors for British M&A (source: Experian); the segment accounting for 16% of BCMS transactions. Compared with the UK, our Africa business has also enjoyed a spike in manufacturing deals. In the USA electronics companies have accounted for the majority of deals with energy and services closely behind. 2014 has seen a notable upswing in cross-border activity, with BCMS UK teams securing 33% of their deals to cross border acquirers. The US has remained fairly constant with 85% of transactions taking place between domestic parties. By all indicators 2015 should build on the strong performance of 2014, although certain European economies threaten a return to recession. Banks and other institutional lenders also remain cautious with regard to funding SME and lower mid-market deals. Interestingly, the space vacated by these funders has been occupied by cash rich buyers. This includes large corporates with significant deployable cash on their balance sheets, alongside private equity firms with a reported £1.2tn in capital available for transactions. New alternative funding options have also emerged, including the ‘Challenger banks’ and crowd-sourced funding, all of which will maintain 2014’s strong levels of activity. n

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Q4 Review

Till Brennan, Sales Director at RR Donnelley, takes a look back at the fourth quarter of 2014

Company: RR Donnelley Name: Till Brennan Address: RR Donnelley Financial Services Group 25 Copthall Avenue London EC2R 7BP UK Phone: +44 20 3047 6200 RR Donnelley is a sponsor of this report/study. All information contained in this publication is for informational purposes only and should not be considered as legal, accounting, tax or other professional advice of any kind, on any subject matter. RR Donnelley expressly disclaims all liability in respect to actions taken based on any or all content herein.

A theme that we have heard resonating from our core global capital markets clientele this year, is that M&A is finally back, with the real estate, technology and data security sectors being particularly active. Recovery in both the residential and commercial real estate segments has led investors and lenders to view the sector in a whole new light. This year alone, global real estate M&A has reached the highest deal volume levels seen since 2007. Amidst active deal making, specifically in the Asia-Pacific market, M&A seems poised to accelerate in the real estate sector going forward. Current Asian real estate deal making and investment levels have reached $82bn, with Q3 2014 being a landmark quarter at $34bn alone. As the real estate M&A wave continues to spread globally, many investors are starting to pay attention to new markets for investment to further capitalise on the sector’s increase in deal opportunity. Private equity exits have also had a good run in 2014, with both the year-to-date value and volume of US exits already surpassing 2013 numbers. Nearly half of all deals in this year’s strong IPO market have been private equity backed, with 2014 being the first year ever that PE backed IPOs are set to surpass $100bn. In addition, for the first time since before the global economic crisis, all three private equity exit channels – IPO’s, secondary buyouts and strategic sales – are concurrently at an all-time high. The current environment is conducive to this rise in activity

The Alpha & Omega Group, in Barbados, exists to provide creative legal and administrative services to the international business community At the Alpha & Omega Group, we combine the solid expertise of traditional legal services with modern technical resources for the benefit of each client, whether individual, corporate or institutional. Our services are completely confidential and we will accommodate arrangements to protect and secure the finances of our clients. The Alpha & Omega Group Company: The Alpha & Omega Group Name: Steve Anstey Website: www.alphaomegainternational.com E-mail: yolande@caribsurf.com Address: 2nd Floor, Trident House, Lower Broad Street Bridgetown, Barbados Phone: +1-246-431-0798 Fax: +1-246-431-0797

Our Services: We establish and administer: • Offshore Banks • Trusts • International Business Companies • Captive Insurance Companies • Limited Liability Companies • Limited Partnerships • Mutual funds • Shipping companies/ship registration We can: Provide the registered office, company secretary and Barbados directors (where necessary); suitable invoicing procedures and agency agreements; appropriate banking arrangements; and attend to all Barbados regulatory requirements. We advise on: Corporate Tax Planning for Multinationals Benefits obtained under Barbados’ tax treaties. Currently there exist tax treaties with the following

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given the recovering global economy, high company valuations, strong demand from strategic buyers for targets and a robust IPO market. Finally, governments around the world are privatising their assets to raise funds in capital-intensive industries such as energy and TMT, or in certain cases, to save a country from financial insolvency, further increasing the growth of global M&A. Privatisation not only provides firms the strategic opportunity to penetrate new markets, but it also provides increased market liquidity and shareholder volume within those markets. As more and more countries are overcoming the hurdles associated with the global financial crisis, many are implementing formal privatisation programmes to identify key strategic assets and buyers alike. However, one key aspect that firms have to take into consideration with these types of deals is that governments are now, more than ever, playing the role of both seller and policy maker. Venue® is RR Donnelley’s proprietary virtual data room solution, designed to facilitate corporate transactions - simply and securely. Whether you’re conducting due diligence for a merger, raising capital or developing a document repository, Venue is the ideal virtual workspace for managing critical information. Highly secure, yet versatile, our Venue platform streamlines document management, allowing you to organise, track and share all of your information seamlessly, while providing localised, 24/7 support. n

countries: Caricom (our regional Caribbean grouping), USA, Canada, UK, Finland, Norway, Sweden and Switzerland Venezuela, Cuba and the Peoples Republic of China, Malta, Mauritius, Botswana, Aruba, the Netherlands, Republic of Seychelles, Luxembourg, Spain, Bahrain, Iceland, Czech Republic. Costs: Proposals are formulated with financial realism and charges are kept to a practical minimum. Detailed costs are available on request. Members of the Chambers Yolande Bannister QC - Principal Yolande Bannister is the Principal and founder of Alpha & Omega. She is an English trained barrister and international tax lawyer. Formerly Legal Counsel to the Central Bank of Barbados, she has been in the forefront of the development and marketing of Barbados as an International Financial Centre. She is a former member of the Barbados tax treaty negotiating team and has participated in the negotiation of a number of bi-lateral investment and tax treaties. She regularly contributes to a number of international journals on taxation and trusts. Her areas of expertise and practice: international corporate and commercial law with particular expertise in the fields of banking, corporate finance and international tax planning. n

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Q4 Review

Paul Yung is Managing Director of Sterling’s Data Room division who specialises in virtual data room technology for secure online due diligence. Sterling has strong roots in the transactional financial printing arena, and thus all staff are highly experienced in clients’ expectations of quick turnaround, rapid response and 100% accuracy in all work they perform. Paul Yung, Managing Director of Sterling’s Data Room division, says Sterling’s staff possess a very team-orientated mindset, and work towards a strong ethos of collective responsibility that is required to successfully manage and support demanding projects in the capital markets arena. “These same clients also often work in M&A and Pre-IPO due diligence transactions and thus our culture transfers well to all of our VDR clients.

Company: Sterling Data Rooms Name: Paul Yung Email: paul.yung@sterlingfp.com Web: www.sterlingfp.com Address: 63 Queen Victoria Street, London, EC4N 4UA, United Kingdom Phone: +44 (0) 20 7634 4988

“The Sterling management team also acknowledge that any technology led company is only as good as the tools that they provide, so we specifically focus on making sure that all clients have all the software and resources available for them to do not just a good job but an excellent job that clients positively remember and appreciate.” “We also strive to create a friendly and relatively informal environment for the staff to enjoy the work and feel fulfilled in their roles.” As with any technology centric business, Sterling needs to constantly stay ahead of the pack, says Paul. “We are continually developing exciting enhancements to the platform and also researching and building brand new features and ‘solutions that shall set us apart from the competition.” “We are also very aware that regardless of how advanced anyone builds their technology, that all clients need the reassurance of relying on good old fashioned customer

Ray Soudah, Founder, MilleniumAssociates AG, takes a look back at the final quarter of 2014

MilleniumAssociates AG Kreuzstrasse 54 8008 Zurich Switzerland Phone: +41 58 710 47 00 MilleniumAssociates (UK) Ltd 23 Berkeley Square London W1J 6HE Phone: +44 20 3178 2030 Contact: Ray Soudah Email: ray.soudah@ milleniumassociates.com Web: www. milleniumassociates.com

As a leading independent M&A advisory firm that specialised in M&A advice for entrepreneurs and SMEs as well as the financial services industry globally, MilleniumAssociates enjoyed a positive 2014. With a degree of economic recovery underway in most regions of the world we observed three clear deal influencing trends during 2014: • During 2014 business owners and entrepreneurs were seen to be more likely and willing to seek growth capital from external investors, rather than from more traditional banking sources. With a renewed confidence, such entrepreneurs have been also willing to consider divesting significant stakes in their firms in order to finance their expansion and in some cases diversification strategies and they were more open than ever to consider a variety of interested investors to become shareholders and partners given the irreversible globalisation of capital transmission away from banks to end user markets. • The ongoing financial industry recovery has meant that a level of acquisition appetite has also re emerged across this sector. In addition private banks and wealth managers in traditional “offshore” markets have had an increased need to re-focus on core client and market segments, a trend that MilleniumAssociates is instrumental in supporting through the unique CATCH® programme, enabling participating organisations to manage their client and market focus resegmentation strategies in a friendly, orderly and profitable manner.

service and that they can fall back on our superior levels of 24/7/365 on-demand service, technical help and pro-active support. Clients will be pleasantly surprised that their emails will be responded within single minutes and any phone calls answered within 3 rings at any time of day or night. Our customer support and project management team is based at our headquarters in London and services all of our global clients and projects.” Although Sterling’s VDR solution possesses many compelling technological and feature advantages, Paul says the firm prefers to pitch its offering to all prospective clients as more of a service and benefit-driven solution. “This helps them accelerate their VDR projects by saving them time, costs (financial and opportunity) and eliminating all the risks that are inherent in any online due diligence process.” n

“

All clients need the reassurance of relying on good old fashioned customer service and that they can fall back on our superior levels of 24/7/365 on-demand service, technical help and pro-active support at any time.

” •

The global financial crises has affected every country in the world however the Arab Gulf States have shown a dramatic turnaround in recent months and going forward we are expecting most local and regional industry sectors to demand more financing and growth capital as investor confidence in the region grows.

Whilst based in Switzerland and the UK, MilleniumAssociates operates on a global basis and is not restricted by sector or geography so going forward into 2015 we are well placed, and indeed poised, to support our local, regional and international corporate, entrepreneurial and financial clientele in the escalation of their M&A needs. n

“

As a leading independent M&A advisory firm that specialised in M&A advice for entrepreneurs and SMEs as well as the financial services industry globally, MilleniumAssociates enjoyed a positive 2014.

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Q4 Review

Stephen Day, Co-Founder and Managing Principal at Navidar, the investment banking firm focused on technology and technologyenabled businesses, gives us his thoughts on the fourth quarter of 2014

Company: Navidar Name: Stephen Day Web: www.navidar.com Address: Offices: Austin, Indianapolis, Minneapolis, New York and San Antonio Phone: +1 212 994 7483 / +1 512 765 6973

Navidar is an investment banking firm focused on technology and technology-enabled businesses. The fastest growing technology M&A advisory firm located in and focused on the middle corridor of the United States, Navidar is the preferred trusted advisor to middle market companies who seek the M&A advisory expertise and global reach of an international firm but value the daily involvement of a senior banker. Navidar’s focus on putting client interests first and track record of negotiating outlier results has created a highly referenceable client base. As we approach the end of 2014, the global economy is starting to show definite signs of improvement. In the United States, this is particularly evident in the nation’s middle corridor technology sector – cities like Austin, Denver and Minneapolis, which have thriving start-up communities and strong angel networks to fund these businesses, says Stephen Day, Co-Founder and Managing Principal at Navidar. “The key drivers of this growth also extend beyond the presence of creative entrepreneurs and angel networks. Many of the largest companies in Silicon Valley are moving substantial operations to these regions in order to access new talent pools, seek lower cost of operations, and improve the life styles of their employees.”

Wakanyi Wokabi & Company Hazina Towers, 14th Floor, P.O. Box 51345 - 00200 Nairobi

Phone: +254 020-2496336

wakanyiwokabi@yahoo.com

100 Acquisition International December 2014

Navidar experienced significant growth in 2014, says Day, enjoying its highest revenue year since the founding of the firm in 2009. “Furthermore, the pipeline is very strong for 2015. Valuations in both the private and public markets are very robust at this time, which makes it an excellent time to sale a business if you are an entrepreneur. Therefore, it is important that the US and global economies continue to expand in order to support continued growth in the technology sector.” Deal appetite remains strong among the publicly traded technology companies, Day says, noting that, while they may pass on a deal from time to time due to valuation levels, overall they remain very active in assessing and pursuing targets. During the latter part of 2014, Navidar has executed many cross-border deals, says Day. “And so from that experience base we see an increase in government regulatory oversight as it relates to both security and maintaining competitive market places (i.e. protecting one’s own companies). Navigating regulatory bodies around the globe has to be a core competence if you want to successfully close transactions.” Moving into 2015, Day expects to see a strong M&A and capital markets environment, particularly in the US. “As the technology sector has matured, the larger companies need a constant funnel of creative, next generation technology targets to fuel top-line revenue growth. We expect international companies to continue their interest in looking towards the US for targets.” n

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Q4 Review

Legum Amicuss is a full service HR, compliance and legal consultancy firm, with offices in the UAE and India Legum Amicuss is a full service HR, compliance and legal consultancy with two international offices in India and UAE and a team of around 20 plus professionals comprising Lawyers, Chartered Accountants, Company Secretaries, Management Consultants and Paralegals.

Company: Legum Amicuss Name: Karteekka Tyaggi Email: Karteekka@ legumamicuss.com Web: www.legumamicuss.com Address: PO Box 643973, Dubai, UAE Phone: +971 4 3124315

The India office of the firm offers seasoned professional advice on matters relating to foreign direct investment, compliance issues, tax advisory, corporate and commercial legal matters and real estate matters. The office is managed by Mr. Vishal Arora, a trained Company Secretary and Ms. Deevyyaa Goyal, a trained Company Secretary and a qualified Lawyer. The UAE office of the firm is managed and headed by Ms. Karteekka Tyaggi, a qualified lawyer, who holds substantial experience in the field of corporate and commercial advisory, investment banking, real estate matters, mergers and acquisitions, corporate restructuring, succession and regulatory matters.

As we approach the end of 2014, the global economy is starting to show definite signs of improvement. The UAE is certainly no exception, showing very strong signs of growth and improvement across all sectors, specifically, construction and real estate. We have also seen a surge in new businesses established by local residents as well as new foreign businesses looking to establish a branch or an extension in UAE. As for the local residents, they have been turning new ideas into businesses and recently, we have witnessed a number of novel ideas turning into businesses. In Q4, most of the work done by our firm related to real estate investments, mergers, acquisitions and establishment of new businesses in UAE. However, we feel there are certain procedural improvements that are needed to strengthen the investor confidence in the UAE, especially foreign investors who are new to the region and are not very familiar with the procedural requirements.

Legum Amicuss offers its clients the advantage of seasoned advise combined with a personalized service, where we respect time and deadlines. We understand time equals money for most of our clients and accordingly, we always strive to deliver our advise in the shortest possible time, without compromising, of course, on the quality and the substance of the advice. Our team first understands the basic business environment and requirements of the clients before offering any advice on the matters at hand. The services that we offer from the two offices include HR Consultancy, Legal and Compliance, Company Formation for jurisdictions including India, UAE, BVI, Seychelles and US, Business Restructuring, Investment Advisory, Advisory on Real Estate and Development Matters, Successions and

In comparison to Q4, 2013, the corporate world has come a long way in Q4, 2014. The investor confidence of foreign businesses has increased considerably, especially, in light of the UAE winning the Expo 2020 bid. Businesses are eager to establish their extensions, branches and arms here in the UAE. Some of the major businesses are also moving their head offices to UAE.

We caught up with Paul Cheetham, Managing Director of Sedulo Group, a Manchester-based firm of chartered certified accountants and business advisors, to find out how Q4 has been for the firm, and what lies ahead in 2015

One area in which we see scope for improvement is the number of funds in the market able to consider the smaller deals (sub £1m) with many focussing on bigger ticket work.

Please provide a brief background of your firm, your specialist areas of expertise and comment upon how the firm distinguishes itself from the competition. Sedulo Group are an established firm of chartered certified accountants and business advisors, specialising in buy and sell-side lead advisory, financial due diligence, negotiation of heads and identifying acquisition opportunities. We are a boutique firm which has specialised in transactions and advisory services across a range of international boundaries. Company: Sedulo Group Name: Paul Cheetham Email: info@sedulo.co.uk Web: www.sedulo.co.uk Address: Lock 90, Deansgate Locks, Trumpet Street, Manchester M1 5LW Phone: 0161 236 9077

Wills for various jurisdictions such as India, UAE, BVI and Seychelles and General legal and corporate advisory.

As we approach the end of 2014, the global economy is starting to show definite signs of improvement. To what extent is this growth being felt in your region and which sectors or industries are enjoying the greatest upturn? 2014 has been a key year for the global economic recovery. In the UK the rising property market has seen increased consumer confidence and as a result business in general has improved. Financing has become available again and there has been increased appetite for business transactions particularly in the digital and media sector. Tell us about your firm’s Q4. The volume of transactions has improved vastly compared with the prior 12 months. Deal flow has remained buoyant in quarter 4 and appears to continue a positive trend for growth since Easter.

Moving into 2015, we definitely see a major change coming in local rules, laws and regulations. We also foresee many more global businesses moving their base to UAE because of various factors, such as a tax-free environment, good standard of living, ease of doing business and approachability of government institutions. n

How is the wider corporate world responding to Q4 so far? How would you describe deal appetite compared with the same period last year? We have been working on a number of transactions throughout the year but this was mainly in the UK. It seems that there is a lot of foreign interest of late as we have been working on acquisitions of UK companies from US, Scandinavia and Australia. We also have a number of clients who have proven a scalable model in the UK, searching for new markets across Asia, US and Central Europe. Has the latter part of 2014 seen the introduction of any key regulations or technologies that have dramatically altered the way in which you and your clients work? We are fortunate that we have a lot of clients in the online sector. This market constantly adapts and removes international trading boundaries. As such we have clients that take a global outlook on their affairs at every stage of their life cycle. What are your predictions as we move into 2015 and beyond? Our view is that 2014 is a great foundation to build on during 2015. Funding lines and channels are opening at a rapid rate which is breeding confidence in the transactional aspect of business. The companies that have survived the global recession are now lean and ideally placed to take market share during this next global recovery. n

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Global Expertise Directory

Global Expertise Directory Our handy guide to some of the firms leading the way in their respective sectors around the world.

IKEA GreenTech AB Contact Name: Christian Ehrenborg Email: christian.ehrenborg@ikea.com Web: www.ikea.greentechab.com Address: Ideon Science Park, Scheelev채gen 19, 223 70 LUND, Sweden Phone: +46 (0) 46 286 56 11 Mob: +46 (0) 709 50 86 00

Stroz Friedberg Contact Name: Richard Abbey Email: rabbey@StrozFriedberg.com Web: www.strozfriedberg.com Address: Capital House, 85 King William Street, London, UK EC4N 7BL Phone: +44 20 7061 2310

Studio Legale Bird & Bird Contact Name: Afra Casiraghi Email: afra.casiraghi@twobirds.com Web: www.twobirds.com Address: Milan office Via Borgogna, 8, 20122 Milan, Italy Rome office Via Flaminia, 133, 00196 Rome, Italy

Minerva Trust & Corporate Services Limited Contact Name: Gavin Wilkins Email: gavin.wilkins@minerva-trust.com Web: www.minerva-trust.com Address: 43/45 La Motte Street, St Helier, JE4 8SD, Jersey Phone: +44 (0) 1534 702 815 Fax: +44 (1534) 702 870

Egypt

The Advisors Ltd.

RSM Egypt Contact Name: Cherif Hammouda, Ph.D Email: cherif.hammouda@rsmi.com.eg Web: www.rsmi.com.eg Address: 40 Road 254, Shell Building, 5th floor, Degla, Maadi, 11431 Cairo, Egypt Phone: +2 (02) 2521 15 10 Fax: +2 (02) 2521 15 19

102 Acquisition International December 2014

ripplemark Contact Name: Mr. Mansour Hassan Email: m.hassan@ripplemarkeg.com Web: www.ripplemarkeg.com Address: 40 Road 254, Shell Building, 5th floor, Degla, Maadi, 11431 Cairo, Egypt Phone: +2 (02) 2521 15 10 Mobile: +201006631527

EY Senegal Address: 22 Rue Ramez Bourgi, Dakar, Senegal Web: www.ey.com

Strategic Communications Africa Limited Address: 28 Samora Machel Road, Asylum Down, Accra, Ghana Tel: +233 302 7011677, +233 302 224724 Fax: +233 302 220681 Email: stratcomm@stratcomm-africa.com Web: www.stratcomm-africa.com

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Global Expertise Directory

Artio Partners, CPAs & Advisors Email: info@artiopartners.com Web: www.artiopartners.com Address: 540 N. Dearborn St. #101052, Chicago, IL 60610 Phone: +1 312 396 4016 Fax: +1 312 253 7617

Business Acquisition & Merger Associates Contact Name: Matt Bradbury Email: matt@buysellyourbusiness.com Web: www.buysellyourbusiness.com Address: 3111-B Springbank Ln, Charlotte NC 28226 Phone: +1 704 295 0102

Harold L. Kestenbaum, P.C. Contact Name: Harold L. Kestenbaum Email: hkestenbaum@hlkpc.com Web: www.franchiseatty.com Address: 90 Merrick Avenue, Suite 601, East Meadow, NY 11554 Phone: +1 516 745 0099 Fax: +1 516 745 0293

PwC Colombia Contact Names: Carlos Miguel Chaparro; Oil & Gas TLS Leader - Partner Email: carlos.chaparro@co.pwc.com Phone: 57 (1) 634 05 55 (ext. 216) Carlos E. Moreno S; Energy Territory Leader - Partner Email: carlos.moreno@co.pwc.com Phone: 57 (1) 634 05 55 (ext. 212) Web: www.pwc.com/co Address: Calle 100 # 11A-35, Bogotรก, Colombia

Swenson Law Office, PC Contact Name: Christine Swenson Attorney / Abogada Email: christine@immigrationlegaladvice.com Web: www.immigrationlegaladvice.com 5231 S. Quebec St Suite 250, Greenwood Village, CO, 80111 Phone: +1 720.414.2027

PCE Investment Bankers, Inc. Contact Name: Michael Poole Email: mpoole@pcecompanies.com Web: www.pcecompanies.com Address: 200 East New England Ave, Suite 400, Winter Park, FL 32789 Phone: +1 407-621-2112 Fax: +1 407 621 2199

Living Abroad LLC Address: 501 Westport Ave #255 Norwalk, CT 06851 USA Tel: +1 203 221 1997 Fax: +1.203.286.1338 Email: globalhq@livingabroad.com Web: www.livingabroad.com

DoubleRock LLC Address: 301 Main Street San Francisco 94105. Email: admin@doublerock.com Web: www.doublerock.com

Grant Thornton Peru Phone: +51 998 231 108 Email: joseluis.sarrio@pe.gt.com Web: www.grantthornton.com.pe

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Deal Diary 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 healthcare, Black Toro Capital has invested €35m to buy the drugs production unit of Spanish company Antibioticos out of receivership. The deal, during which Merrill DataSite was the virtual data room provider, is the firm’s first since holding a first close for its maiden private debt fund. In energy and resources, Energy Development Corp., the geothermal company, has signed a US$315m financing agreement with a group of foreign and local banks for the construction of the 150-megawatt Burgos Wind Project (BWP) in Ilocos Norte, Philippines. The Philippine National Bank’s Trust Banking Group acted as onshore collateral agent. In support services, South African listed insurance-based financial services group MMI Holdings Limited (MMI) acquired a significant majority stake in Kenyan insurer Cannon Assurance Limited, with Italy’s Studio Palea assisting in the deal. In industrials, IMI, the specialist engineering company that designs, manufactures and services highly engineered products that control the precise movement of fluids, announced the proposed acquisition of B&R Holding GmbH, a leading manufacturer of safety, control and shut-off valve technology for the process industries as well as conventional fossil and nuclear power plants worldwide. Merrill DataSite acted as the virtual data room provider. And in the consumer sector, EY Indonesia acted as the financial due diligence provider in CIMB Private Equity’s acquisition of a minority stake in Pt Modern Internasional Tbk, the listed retail operator and owner of the 7-Eleven convenience store franchise in Indonesia. Have you done a deal lately? If so, then we want to hear from you. Head over to www.acquisition-intl.com, and submit the details. n

Consumer AAA Auto Group

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Vingino

106

Energy & Resources STEAG

107

Total Coal South Africa Proprietary Limited

107

Health Care Textilia

109

VitamFero

109

Industrials TMCI Padovan

110

BSH Bosch und Siemens Hausgerate GmbH 110 Support Services

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Parkare

111

Sidin

111

Bureau 14

113

Grupo Sonitel

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Industrials H1 2014 was extremely positive in terms of the volume and value of M&A transactions targeting industrials companies, according to Zephyr, the M&A database published by Bureau van Dijk. A total of USD 496,542 million was injected via 9,765 deals over the six months. The first six months of the year were always going to be hard to keep up with given how positive the showing was. In fact, volume reached its highest level since the second half of 2009 while value was higher than at any time since H2 2007, prior to the global financial crisis sinking its claws into the markets. H2 2014 has so far notched up USD 406,566 million across 7,338 deals. Although there is still a month to go until the year end at the time of writing there is still a sizeable gulf to fill in terms of both volume and value if H2 is to reach the same level as the opening half of the year. Even if value fails to scale such giddy heights this time around there has still been significant progress over the last couple of years. North America has attracted the most investment in 2014 to date, receiving USD 311,011 million so far. This placed it ahead of the Far East and Central Asia with USD 278,480 million and Western Europe with USD 227,043 million. The order was switched around slightly in terms of volume as the Far East and Central Asia led the field with 7,674 deals, followed by Western Europe (3,933) and North America (2,506). The considerable gap in volume between North America and the Far East and Central Asia suggests the former has had much higher individual considerations in the year to date, resulting in it taking the top spot in terms of aggregate investment. In summary, the industrials industry may struggle to keep up with its own impressive level of progress over the last few years. Even though H2 looks unlikely to keep up with investment in the first half of the year, investment levels are far from disappointing and still represent an improvement on many parts of the last few years since the onset of the financial crisis. n

Number and Aggregate Value (Mil USD) of Industrials Deals Globally by Type: 2006-2014 to date (as at 30 November 2014) Deal half yearly value (Announced date) H1 2006

Number of deals 7,865

Aggregate deal value (mil USD) 471,593

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

8,913 10,487 10,430 10,167 9,040 9,221 10,060 9,573 8,970 9,102 9,118 8,794 9,000 8,622 9,655 9,765 7,338

455,012 626,636 632,228 402,719 303,429 377,567 371,507 330,633 361,716 455,443 331,925 300,943 335,154 306,757 481,989 496,542 406,566

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Consumer Deals

Abris Capital Acquisition of AAA Auto Group Abris Capital Partners today contracted to acquire a majority shareholding in AAA AUTO Group. The transaction has been approved by the Czech Anti-monopoly office. Once the transaction obtains clearance from other, non-Czech, anti-monopoly authorities, Abris will secure ownership of over 95% of the Group. The value of the transaction is € 220 million. “Today, the 2-year process for the sale of a majority stake in AAA AUTO Group has been formally confirmed. I am glad the Group now has a strong international financial investor,” said Karolína Topolová, CEO of AAA AUTO.

acquisition of

The transaction has already been approved by the Czech Antimonopoly Office (ÚOHS) and now awaits clearance from the anti-monopoly bodies of three additional countries – Slovakia, Russia and Ukraine. Decisions are expected within a few weeks.

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“The new majority owner will then formally take over the Group´s business. We do not expect any personnel or business model changes. The new investor has asked Mr Anthony Denny to retain a role as strategic advisor to the company’s senior management,” added Topolová.

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AAA AUTO founder, Anthony James Denny, who has divested his entire holding of 81.4% in AAA AUTO Group, said: “Abris have acquired a high-quality and highly profitable asset with a proven track record in Central and Eastern Europe, and with considerable potential for further profit growth through regional expansion.” Commenting on the transaction, Paweł Gieryński, Partner and Chief Investment Officer at Abris, stated that “From the very first meeting, I have been impressed by the professionalism of the entire management team of AAA Auto. This is by far the largest, most modern and most innovative franchise of used cars in the countries in which it operates. With our support, we would like to grow the business to become the dominant player across all of Central and Eastern Europe.”

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“The Management Team of AAA Auto has already proven its skills in international expansion. We want to continue that strategy and quickly enter the Polish and Romanian markets, where AAA AUTO will expand rapidly in 2015 and 2016/2017 respectively,” said Wojciech Łukawski, a Partner at Abris. n

Legal Advisers to the Debt Providers

CIMB PE Acquisition of Stake in Indonesia 7-Eleven Operator CIMB Private Equity (“CIMB PE”) today announced the acquisition of a minority stake in Pt Modern Internasional Tbk (“MDRN” or the “Company”), the listed retail operator and owner of the 7-Eleven convenience store franchise in Indonesia. The investment is made via a subscription of newly issued shares representing 10% of the existing share capital of the Company for a total consideration of approximately USD25 million. The proceeds from the subscription will be used to fund capital expenditure related to new store openings and support infrastructure upgrades. Commenting on the acquisition, Kenny Kim, Group Chief Financial Officer and Chief Executive Officer of Group Strategy and Strategic Investments, CIMB Group said, “We are excited with this opportunity to support our long-term business partner PT Modern Internasional as they continue to grow the 7-Eleven franchise in the attractive Indonesian retail space. MDRN and our Indonesian subsidiary, CIMB Niaga, have been long-term synergistic partners, with CIMB Niaga providing full support in various facets of MDRN’s business. This investment strengthens our business relationship and further cements our support for MDRN’s business, which is another testament of our commitment to providing a viable third asset class via private equity to help our partners grow”.

acquisition of stake in

Legal Adviser to the Purchaser

Henri Honoris, President Director of PT Modern Sevel Indonesia, a subsidiary of MDRN, agreed, “We are pleased to have CIMB PE as our new shareholder, reflecting the strong confidence and trust in the vision of MDRN’s management in developing the 7-Eleven business in Indonesia. The synergies and added value that CIMB PE brings will further propel our growth as we continue to leverage our existing cooperation, creating a strong reciprocal relationship of mutual benefit and strengthening the brand awareness and values of both companies.” Financial Due Diligence Provider

CIMB PE, a wholly-owned subsidiary of CIMB Group, is a business within the CIMB Group Strategy and Strategic Investments Division set up to bring the Group’s financial expertise, experience and network into the sphere of alternative investments, including private equity, real estate, infrastructure and special situations. CIMB PE manages over RM6 billion in committed and invested capital as at 31 December 2013. n

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Energy & Resources Deals

Energy Development Corp Financing for Burgos Wind Farm Project MANILA, Philippines - Energy Development Corp. (EDC), the Lopez-led geothermal company, has signed a $315 million financing agreement with a group of foreign and local banks for the construction of the 150-megawatt Burgos Wind Project (BWP) in Ilocos Norte. The facility, which consists of US dollar and Philippine peso tranches, would mature in 15 years, EDC said. EDC aims to make the Burgos Wind Project the first wind project to avail of the Feed-in-Tariff (FIT) incentive scheme of the government. PNB Capital and Investment Corp. and SB Capital Investment Corp. arranged the local tranche of the loan, together with several other lenders such as BDO Unibank Inc., Land Bank of the Philippines, Philippine National Bank, and Security Bank Corp.

financing for

Burgos Wind Project Debt Providers

EDC president and chief operating officer Richard Tantoco said the fresh loan is a sign of confidence from funding institutions. “This fresh loan is a sign of confidence from funding institutions on EDC’s ability to execute a strategic business plan for our wind project amidst intense competition in the renewable energy industry. With construction in full swing, we are confident that we will meet our target commissioning date and avail of the Feed-in-Tariff,” Tantoco said. The Philippine National Bank represented EDC, an existing client of the bank. They were Peso Commercial Debt Mandated Lead Arranger for the EDC. The PNB team was led by Cenon C. Audencial, Jr., Executive Vice President, Head of Institutional Banking and included Allan L. Ang and Cynthia B. Lanot. Mr Audencial commented: “The project that this deal funded will bring additional revenue stream to EDC. The project also shows EDC’s commitment to invest in renewable resources. Currently, the 150MW EDC Burgos Wind Project is the largest wind energy project in Southeast Asia.” http://www.pnb.com.ph n

KSBG Acquisition of STEAG from Evonik Rhine-Ruhr consortium of municipal utilities signed a contract with Evonik to take over the remaining 49 percent in the power utility STEAG, which is headquartered in Essen. The purchase price is about €570 million. The consortium which had already acquired 51 percent of STEAG in 2011, now becomes the sole owner of STEAG. The closing is expected in early September. Bernd Wilmert, Chairman of the Managing Board of KSBG (Municipal Holding Company [Kommunale Beteiligungs-gesellschaft]) and spokesperson for the Managing Board at Stadtwerke Bochum Holding GmbH (Municipal Utilities Bochum Holding Company) explains: “Rhine-Ruhr consortium of municipal utilities is taking advantage of the current favorable situation in the capital market and is exercising its contractually agreed call option to acquire the outstanding 49 percent at the current time. With each year we would have waited, the takeover would have become substantially more expensive. In addition, as sole shareholder of STEAG, we have better options for shaping the further development of the company”.

acquisition of

from

Klaus Engel, Chairman of the Executive Board of Evonik Industries AG, says: “We know that STEAG is in good hands with KSBG. With the transfer of the remaining shares to STEAG, we have now completed what we began nearly four years ago as part of our concentration on specialty chemicals”. At the end of 2010, KSBG and Evonik had signed a contract by which KSBG took over 51 percent of the shares in the power company. With the purchase contract, an agreement had been reached, which enabled RhineRuhr consortium of municipal utilities to now exercise the option to acquire the outstanding 49 percent. The purchase price mechanism for the second portion was also specified then. “The investment in STEAG proved profitable. The dividends to consortium have so far exceeded expectations, and our expectations from a business perspective have also been met completely. Therefore, we are optimistic about the future”, explains Guntram Pehlke, Chairman of the Executive Board of Dortmunder Stadtwerke AG (Dortmund Municipal Utilities), DSW21, and Chairman of the Supervisory Board of STEAG. “After the complete takeover, we will now continue the search for partners, with which we can continue to develop this investment”.

Dr. Achim Compes

Adviser

GÖRG Partnerschaft von Rechtsanwälten mbB represented KSBG Kommunale Beteiligungsgesellschaft GmbH & Co. KG, Purchaser of Steag Group from Evonik. GÖRG advised the Purchaser on the SPA and related Corporate issues. Leading the team at GÖRG was Dr. Achim Compes, Partner. acompes@goerg.de | www.goerg.de n

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Healthcare Deals

Accent Equity Acquisition of Textilia The investment fund Accent Equity 2012 has reached an agreement to acquire Textilia, Sweden’s leading supplier of textile services to the healthcare sector from Litorina Kapital III. Shareholders in the company’s management and board will remain as owners after the transaction. Textilia operates five sites in Sweden with combined sales of SEK 500 million. Textilia has national coverage in Sweden with textile services operations in Boden, Långsele, Rimbo, Örebro and Karlskrona. The company has a leading position in the textile services industry, providing mission-critical services to the healthcare sector. The range of services includes procurement, logistics and laundering as well as customer-specific textile services. Several of Textilia’s operations have been certified according to the Nordic Ecolabel (Svanen) requirements e.g. with respect to their energy consumption.

acquisition of

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“Textilia has established a solid position in a stable-growth market segment,” comments Niklas Sloutski, CEO of Accent Equity Partners, advisor to the investment fund Accent Equity 2012. Environmental Due Diligence Provider

“The company’s sustainable investments in product development and environmental-friendly modus operandi have laid a strong foundation for future growth. We foresee great opportunities to continue growing Textilia both organically as well as via select strategic acquisitions.” “We have had a very good working relationship with our former owners,” says Fredrik Lagerkvist, CEO of Textilia. “I am looking forward to continue a sustainable development of Textilia with Accent Equity as our new main owner.” The closing of the transaction is expected for Q4 this year and is conditional on e.g. approval of the Swedish competition authority. n

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Black Toro Acquisition of Antibioticos Black Toro Capital has invested €35 million to buy the drugs production unit of Spanish company Antibioticos out of receivership. The deal is the firm’s first since holding a first close for its maiden private debt fund.

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The Spanish firm, which specialises in distressed-for-control investments and is able to invest across the capital structure, teamed up with U.S.-headquartered Allstate Investments for the deal. Allstate, the anchor investor in Black Toro’s fund, was the lead investor in the transaction, according to a statement. The size of its investment was not disclosed. The firms acquired Antibioticos at a “substantial discount to replacement value” through a judicial liquidation sale (known in Spain as a venta de unidad productiva), the equivalent of a 363 sale under the U.S. Bankruptcy Code. Black Toro said it has assumed no legacy liabilities or prior bank debt, which is understood to have been provided by local banks. The firm aims to bring Antibioticos, now operating the name Antibioticos de Leon, back to full operating capacity within three years and hopes to generate sales of €100 million. Black Toro is currently raising its maiden fund, Black Toro Capital I. It held a first close in September as it pursues €500 million in total commitments, according to market sources. The firm is understood to have raised in the area of €240 million so far.

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Antibioticos is one of Europe’s largest manufacturers of active pharmaceutical ingredients. n Commercial Due Diligence Provider

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Industrial Deals

IMI Acquisition of Bopp & Reuther IMI announces the proposed acquisition of B&R Holding GmbH (“Bopp & Reuther”) for an enterprise value of €152.6m (£120m1). Bopp & Reuther will become part of IMI’s Critical Engineering division. In the calendar year 2013, its revenues were €90m and EBITDA was €11.2m with an improved performance expected in 2014. Bopp and Reuther is very closely aligned with IMI Critical Engineering’s existing large control valve business (‘CCI’) and therefore we expect to deliver synergies of approximately €9m from the combination of the companies by the end of 2017. In addition, the transaction will: significantly enhance IMI’s presence in the growing power sector; extend the Critical Engineering division’s existing product range to include complementary semi–severe valve products and technologies which will increase the division’s current addressable market; increase exposure to emerging markets in particular China and India where the power markets are forecast to grow 5% to 7% per annum over the next five years; provide access to new higher margin aftermarket opportunities from Bopp & Reuther’s existing installed base; create further opportunities to increase efficiencies and competitiveness through the implementation of lean and operational improvement programmes; and be earnings accretive in 2015 and return on invested capital is expected to exceed the Group’s weighted average cost of capital by the end of 2017.

acquisition of

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Bopp & Reuther, which is recognised as a leading global control valve producer, is based in Germany. It specialises in the design and manufacture of control and safety valves for the power generation industry. Its product portfolio includes both configured and semi-severe valve technologies and in recent years it has extended its geographic reach and has a large customer base across China, India and Korea. The company is privately owned and, following the acquisition, Bernard Engel and the management team will remain with the business. n

TMCI Padovan Synergo SGR, a private equity firm with over €1 billion in assets under management, has become a shareholder in TMCI Padovan S.p.A., a world leader in the engineering and manufacturing of turnkey fluid treatment solutions for the Food & Beverage industry. The €20 million equity investment will support TMCI Padovan’s growth path over the next few years, both organically and through selected acquisitions. TMCI Padovan, founded in Treviso nearly a century ago, was initially focused on machinery for the wine industry. Later on, under the leadership of entrepreneur Osman Sagmanli, the Group successfully diversified into the food processing industry. Today, almost 90% of its turnover is generated outside of Italy.

Financial Adviser to the Vendor

Synergo will partner with Mr. Sagmanli in the next development phase of the Group, which, after having almost doubled its turnover in the past four years, will continue to focus on geographical areas with high growth potential such as the Far East, the Middle East, Russia and former Soviet countries, and South America.

Financial Due Diligence Provider

EMINTAD acted as Financial Advisor of the Company (appointed by the shareholder), led by Gianluca Cedro – Senior Partner with a team including Alex Bellini and Luciano Di Fazio. EMINTAD have a long standing relationship with the company (since 2011). Mr Cedro commented: “We have assisted the shareholder during the investment phase, Info Memo production, Private Equity Fund selection, Negotiation through the transaction. The Private Equity Fund investment (mainly in Capital increase) will give the Company a strength Financial Position with the goal to enter into a M&A phase which will allow the company to improve its market share and competitive positioning among the international market to became a target for Multinational Groups.” Gianluca.cedro@emintad.it Gianluca Cedro www.emintad.it

Legal Adviser to the Purchaser, Tax Adviser & Legal Adviser to the Equity Provider

Giovanni Tinuper, PwC Transaction Services Partner and Francesco Tieri led the team at PwC who were representing Synergo on financial due diligence. n

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Commercial Due Diligence Provider

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Support Services Deals

Came Group Acquisition of Parkare Parkare Group, a manufacturer of pay and display machines and parking systems with operations in Bristol, has been sold to Italy’s Came Group. Julia Parkare, the chief executive of Spain-headquartered Parkare Group, hailed the deal as “very positive” for the business, which was formed in 1980.

Came Group investment in

She added that it would “open many opportunities for expansion into new markets where the company is not yet present.” Came Group, a €250-turnover giant headquartered in Disson di Cassier which manufactures parking systems, gates and garage doors, said the deal would introduce it to the off street on street parking sector. Paolo Menuzzo, president of Came Group, added: “The acquisition of Parkare is another step in our strategy of diversification and consolidation of business started in 2004 with the purchase of Urbaco, today considered maximum reference in the management of public spaces.

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Financial Adviser to the Vendor

“This operation, which links two strongly service-oriented companies, enables us to develop new synergies and consolidating growth strategies, even more, our leadership in international markets.” In the UK, Came Group has bases in Nottingham and Manchester.

Alvaro Ortega

Alvaro Ortega, director, led the team at Merrill DataSite, who were representing MCH Private Equity on this deal. Their role in the transaction was to provide the virtual data room for due diligence. Mr Ortega commented: “In this transaction, Merrill DataSite liaised with all key stakeholders on the provision of a virtual data room for secure due diligence on the project. The Merrill DataSite VDR gave all participants access to the information they needed, maintaining the highest security standards and supporting a successful deal close.” Alvaro.Ortega@merrillcorp.com www.datasite.com n

Financial Due Diligence Provider

Metropolitan Life Kenya Acquisition of Cannon Assurance South African-based Metropolitan and Momentum International (MMI Holdings) has received all regulatory approvals to conclude the acquisition of Cannon Assurance Limited in a deal estimated to be worth Sh2.4 billion. The merger will see shareholders of Cannon take up a significant minority stake in Metropolitan Life Kenya. Under the deal, Cannon Assurance and Metropolitan Life Kenya will consolidate their life insurance licences into one while retaining a stand-alone short-term insurance licence and business.

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The acquisition of a significant majority stake in Cannon Assurance was finalised through the international division of the listed South African insurance group. “We are excited about the successful conclusion of this transaction. This not only consolidates our presence in the East African market but is also an important milestone in our strategic expansion initiatives.” ‘‘We look forward to realising the synergies envisioned; while Metropolitan Life Kenya brings additional innovative products as well as technical and distribution skills, Cannon Assurance has a wider presence and a well-established brand in the Kenyan market” said Nicolaas Kruger, the group CEO of Metropolitan International.

Financial Adviser to the Vendor & Vendor Due Diligence Provider

Metropolitan International currently has a presence in 13 African countries. Metropolitan Life Kenya has operated in Kenya for eight years offering primarily life insurance solutions to retail and corporate clients. Viva Africa Consulting LLP provided tax and structure advise to the vendors of this deal. The team at Viva was led by Kairo Thuo, Partner. He commented: “We enabled a fiscally efficient and compliant structure for the vendor that enabled a seemless sale. We expect enhanced profitability from the project for our client.” kthuo@vivaafricallp.com n

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Acquisition International December 2014 111

Parke Lawyers is an Australian legal practice committed to the highest standards of ethics and integrity and to providing quality, cost-effective legal services. Parke Lawyers have developed a well-deserved reputation as a firm that gets results. We provide a friendly, professional and confidential approach that offers commonsense and practical solutions. We achieve this by taking the initiative to identify potential problems and give advice designed to provide timely effective solutions. We show our commitment to our clients through our global accreditation for security and legal best practice.

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Support Services Deals

Macromill Merger with MetrixLab Macromill, the largest online research provider in Japan, and MetrixLab, a global provider of marketing insights and analytics, today announced a merger of the two companies. This transaction establishes a premiere market research technology company with global reach and first class expertise from a global team of more than 1500 professionals in the Americas, Europe and Asia. The combined company serves over 2500 clients in more than 80 countries, operates 27 offices and generates annual revenues of $300 million. The new business will operate under the Macromill brand, and be led by global CEO Han de Groot, former CEO of MetrixLab, and Japan/Asia CEO Katsumi Konishi. Former MetrixLab COO/CFO Jan Willem Gerritsen will become Executive Officer managing the US, European and Latin American businesses, partnering with Naoya Sugiyama responsible for people development and general administration and Naofumi Nishi responsible for corporate development. Financial terms of the transaction are not disclosed. “MetrixLab and Macromill are both known for pioneering survey research technologies on the Internet. Together we will revolutionize market research for the second time in 15 years. In 2000, we brought market research from paper and telephone to the internet by innovating field work and data collection. Now we are evolving the front end of market research and innovating what we actually deliver to our clients.” says Han de Groot, Global CEO. He adds, “we are working hard to address four challenges faced by our clients: First, market research is highly dependent on survey data. Second, market research output is difficult for decision makers to interpret and activate. Third, market research is slow. Fourth, market research is expensive. With our global scale, technology DNA, vast talent pool, and financial resources, we are uniquely positioned to address these challenges and shift the paradigm of how consumer insights are sourced, delivered and priced.” “This transaction creates a market research technology leader that is differentiated by its ability to deliver ground-breaking digital, mobile, social and big data solutions for consumer understanding.” adds Bain Capital Managing Director and Macromill board member David Gross-Loh. n

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Helvetia Acquisition of Nationale Suisse The purchase and exchange offer from Helvetia for the takeover of Nationale Suisse has been finalised. Helvetia holds more than 98 per cent of the shares in Nationale Suisse. The combination of the two companies will create the 3rd largest Swiss insurance group with a combined premium volume of EUR 7.5 billion. On 8 August 2014, Helvetia Holding AG published a public purchase and exchange offer for all publicly held registered shares of Swiss National Insurance Company Ltd. All conditions of the offer have been fulfilled. The responsible competition and insurance supervisory authorities, among others, have granted Helvetia the necessary approvals for the acquisition of a significant stake in Nationale Suisse. The Helvetia Group currently holds more than 98 per cent of the voting rights and the share capital of Nationale Suisse. N+1 Swiss Capital AG were representing Nationale Suisse, a leading Swiss insurance company. The team at N+1 was led by Martin Menzi, Senior Partner and Susanne Buck (Associate Director). They commented: “Our role comprised the preparation of the sales documents, the coordination of the sales process and the due diligence activities as well as the transaction structuring and process negotiations with several potential buyers. After this structured and systematic selection process, Helvetia’s offer was recommended unanimously by Nationale’s Board without an interloper surfacing. “Helvetia launched a public cash and share bid valuing Nationale at approx. EUR 1.5 billion. The combined company generates a premium volume of c. EUR 7.5 billion and becomes the no. 3 on the Swiss insurance market. Thanks to the higher premium volume, the combination of Helvetia and Nationale Suisse brings the possibility of considerable economies of scale and synergies. In the medium term, the combination is expected to generate additional growth opportunities, an improved risk profile and annual cost savings in the region of CHF 100 to 120 million.”

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They concluded: “This transaction underlines N+1 Swiss Capital’s track record and experience in advising corporate boards on Swiss public takeovers.” n Martin Menzi

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Acquisition International’s monthly lifestyle section...

playHARD

A Night on Ice We journey to northern Sweden’s frozen wastes to spend a surprisingly snug night in sub-zero temperatures at the incredible ICEHOTEL.

A Very German Christmas Thinking about visiting Berlin to experience the city’s famous Christmas markets? It’s easy to combine them with some great sightseeing to make your break in the German capital extra special.

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116 Acquisition International December 2014

igh t on

W to e jo fro nor urn a ze the ey in surp n w rn at sub ris aste Swe th -z ing s de e in ero ly s to s nâ&#x20AC;&#x2122;s cr te nu pe ed m g n ib pe ni d le ra gh IC tu t EH re OT s EL .

play HARD

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Photographer: Paulina Holmgren

In Jukkasjärvi, Sweden, 200 km north of the Arctic Circle, lies an astonishing structure: the ICEHOTEL, the world’s first and largest hotel built from snow and ice. ICEHOTEL covers 5,500 square meters and is constructed from 1,000 tonnes of Torne River ice and 30,000 tons of “snice”, a mixture of snow and ice that strengthens the structure. Around 100 people are involved in the construction of ICEHOTEL, half of which are artists especially invited to design particular areas of the hotel. The construction is a year-round process. Between March and April, 5,000 tons of ice is harvested from the Torne River and kept in cold storage during spring and summer. Construction takes place in November and December and the entire ICEHOTEL is then open between December and mid-April, when everything begins to slowly melt and return to the Torne River.

Photographer: Martin Smedsén

The ice in the Torne is unique of its kind - thanks to it being free of pollutants, and a gentle but steady pace of the stream, the ice that you find just off the bank by ICEHOTEL is as clear as crystal. Each block has a unique history and texture - something that can never be found in artificially- produced ice. Breaking the Ice Most people who visit ICEHOTEL stay one night in cold accommodation and one or more nights in the hotel’s warm accommodation.

Photographer: Markus Alatalo

When arriving to Jukkasjärvi and ICEHOTEL, guests are checked in at a separate desk in a building adjacent to ICEHOTEL. This building is exclusive for guests staying in the cold accommodation and works as a convenience hub – there is no storage or plumbing inside ICEHOTEL except for in the deluxe suites, so all these facilities are housed in here. There is also a sauna and a relaxation area with a roaring fire and hot lingonberry juice on tap. This area is staffed and open 24 hours. The receptionist helps with warm outer clothing and shows the guests around the building. An ICEHOTEL guide holds a “survival course” in the evening, for guests staying the night in the hotel. The introduction includes the guide informing guests on how to dress appropriately and how to make the bed with the Arctic sleeping bags. The sleeping bags are made for temperatures as low as -25° C (-13° F), but the temperature inside the hotel never drops below -5° C (23° F), so they are more than sufficient to keep guests warm. Beautifully carved by hand, the ICEHOTEL’s Art Suites are all individually designed and created by handpicked artists from around the world and a wide range of disciplines. Perhaps you’ll stay in a room created by a French architect, or Swedish industrial designers, or a Spanish wood sculptor. The Northern Lights Room is an artistic celebration of the Aurora Borealis in ice and light.

Photographer: Christopher Hauser

Ice Rooms are comfortably furnished with furniture made from ice, while in the simple but spacious Snow Rooms you’ll get a good night’s sleep in -5°C. Or for something a bit special (as if sleeping in a hotel built from snow were not special enough already) why not go for the Deluxe Suite; furnished with a large bed and seating area made of ice and snow, it also boasts an ensuite sauna and toilet. There are no doors to the art suites, snow and ice rooms, so in the morning, a member of staff draws the curtain that covers the doorway and wakes the guests up with hot lingonberry juice in bed. When checking out or moving into warm accommodation, guests are given a diploma stating the

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Ice Hotel Marknadsv채gen 63 981 91 Jukkasj채rvi Sweden +46 980 668 00 www.icehotel.com

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date and temperature inside and outside ICEHOTEL on the night that they stayed there.

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The ICEHOTEL’s warm accommodation includes a number of room types. Arctic Hotel Chalets have two separate bedrooms – one single and one double room. These chalets feature a double bed, living room with refrigerator, electric water kettle, microwave oven, TV and telephone. There’s of course a bathroom with shower and WC.

ICEHOTEL covers 5,500 square meters and is constructed from 1,000 tonnes of Torne River ice and 30,000 tons of “snice”, a mixture of snow and ice that strengthens the structure.

Kaamos Hotel Rooms are airy and bright double rooms, with modern Scandinavian interior design. These rooms have double beds (dividable in selected rooms), bathroom with shower and WC, TV, telephone, microwave oven and electric water kettle.

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The Nordic Hotel Chalets feature two separate bedrooms, one with dividable double bed and another with bunk beds. There’s a living room with refrigerator, electric water kettle, microwave oven, TV and telephone, as well as a bathroom with shower and WC. All warm rooms have wireless internet.

Photographer: Martin Smedsén

Melt-in-the-Mouth ICEHOTEL offers something for all appetites and moods – a fine gourmet restaurant as well as places with a more homely feeling. You can visit ICEHOTEL Restaurant, the traditional homestead restaurant Hembygsgården, the Lounge or the Porch. Although none of the restaurants are made of ice (hot food and ice tables do not make for a happy union), several dishes on the “ice menu” are served on plates made of the crystal clear ice from the Torne River. And of course there’s the famous ICEBAR BY ICEHOTEL. Visiting ICEBAR is something you should do at least once in your life. Sip on a delicious cocktail or have a glass of champagne – obviously, the glasses are made entirely out of ice. Dance on a floor made of snow and do some late night mingling with visitors from near and far that have all travelled to this little bar by the Torne River.

Photographer: Martin Smedsén

Having an Ice Time Snowmobiling is one of the most popular activities at ICEHOTEL, whether you’ve ever seen a snowmobile or not. Each snowmobile tour begins with a brief introduction, and by default you sit two people on one snowmobile. If you’d like to drive your own, you can add that as a supplement when booking.

Photographer: Martin Smedsén

For those preferring transport of the four-legged variety, driving your own team of huskies through the pristine landscape is a wonderful way of experiencing Lapland. Experience the dream-like sensation of being close to everything – animals, snow and nature – with yourself in the centre of it all. ICEHOTEL cooperates with Fjellborg Arctic Journeys, who, having bred, trained, raced and travelled with sled dogs for over twenty years, know how to arrange adventures above the ordinary, without compromising quality, safety and comfort. Or why not let yourself be guided into the magical world of ice sculpting? Using only Torne River ice, which is soft and easy to work with, even for the beginner, the ICEHOTEL’s artists show you how to create beautiful subzero works of art.

Photographer: MINI

And don’t forget that, in the northern hemisphere, in the so-called Aurora oval, the majestic Northern Lights can be seen almost every clear night. As a matter of fact, this might be the best place in the world to see the Northern lights. The white snow reflects a heavenly light show – glittering stars, a full moon and the magical, mystical Northern Lights. The ICEHOTEL offers horseback, dog sled and snowmobile excursions to witness one of nature’s truly inspiring spectacles. n

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A Very German Christmas Thinking about visiting Berlin to experience the cityâ&#x20AC;&#x2122;s famous Christmas markets? Itâ&#x20AC;&#x2122;s easy to combine them with some great sightseeing to make your break in the German capital extra special.

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Many of Berlin’s best attractions are within easy walking distance of the biggest Christmas markets. And, according to the experts at Berlin Pass, which provides entry to more than 50 attractions and experiences, as well as free public transport in zones A, B and C of the city, by planning in advance you can ensure you don’t miss out on the sights while you’re enjoying Berlin’s special festive atmosphere. For the perfect Christmas sightseeing trip, here are the five markets they recommend: Gendarmenmarkt (11am to 10pm, access via Französische Str, Stadtmitte or Hausvogteiplatz U-Bahn stations) With its impressive setting between the city’s Deutscher Dom church, French cathedral and Konzerthaus concert hall in the central district of Mitte, this Christmas market is popular for its unique hand-made products and attracts more than 600,000 visitors each year.

Gendarmenmarkt

It’s also the perfect choice if you also want to visit the Checkpoint Charlie Museum. Just 10 minutes’ walk away, the museum tells the story of the Berlin Wall and the many Cold War escape attempts made by East Berliners. Alternatively, combine the market with the Pergamon Museum (a 13-minute walk), the city’s most frequented museum which is home to an exquisite collection of classical treasures. Also close by: The KunstHalle Deutsche Bank (4 minutes), Humboldt Box (10 minutes), Jewish Museum (15 minutes), Bode Museum (15 minutes). Weihnachtszeit at Rotes Rathaus (12pm-10pm Mon-Fri, 11am-10pm Sat & Sun, access via Alexanderplatz or Klosterstrasse U-Bahn) Set in front of the beloved Rotes Rathaus (‘red city hall’) in the heart of Mitte, this market is one of Berlin’s oldest, with traditional 19th-century style stalls. But there’s also a 50-metre Ferris wheel and a 600 square metre ice rink!

Gendarmenmarkt

Just three minutes’ walk away is the Nikolaikirche (Church of St Nicholas), Berlin’s oldest church which dates back to the founding of the city in the 13th century. And across the street is the magnificent rococo Ephraim-Palais, housing exhibitions on Berlin’s artistic and cultural history. Alternatively, take to the saddle with Fat Tire Bike Tours - on Wednesdays and Saturdays they run a fourhour city tour which starts and finishes at the Alexanderplatz just three minutes’ walk from the market. Also close by: the city’s Museum Island, offering the Berliner Dom (8 minutes), Egyptian Museum (11 minutes), Neues Museum (11 minutes), Altes Museum (11 minutes), Alte National Gallery (11 minutes). Wintertraum am Alexa (2pm-10pm Mon-Fri, 12pm-10pm Sat & Sun, access via Klosterstrasse or Alexanderplatz U-Bahn)

Berlin’s most modern Christmas market, adjacent to the Alexa shopping centre at the Alexanderplatz public square. With its Ferris wheel and rollercoasters, this market is particularly popular with Berlin’s teenagers. At the Markisches Museum (9 minutes’ walk away) learn about the history of Berlin from the first traces of settlement through a series of themed rooms. Or why not join an Insider Walking Tours ‘Cold War Berlin’ guided tour and discover the world of Soviet secrets and CIA spies? Taking place on Tuesdays, Thursdays and Saturdays, the tour ends at around 2pm at the Alexanderplatz right on the doorstep of the Christmas market! Winterwelt am Potsdamer Platz (10am-10pm, access via Potsdamer Platz U-Bahn) Located in another famous public square, West Berlin’s Potsdamer Platz, this is much more than a Christmas market. With regular live music and a rodelbahn - tobogganing on giant tyres - it’s no surprise that more than 2.5 million Germans and tourists come to Winterwelt! A short nine-minute walk away you’ll find a world of Cubism, Expressionism and Bauhaus at the striking glass Neue Nationalgalerie (New National Gallery). Even closer are the Berlin Film Museum (2 minutes’ walk) and the Gemäldegalerie (8 minutes), one of the world’s most important collections of 13th18th century European paintings. And Insider Walking Tours’’Third Reich Berlin’ tour finishes less than 10 minutes away on the site of the former Gestapo and SS headquarters. Also close by: Musical Instrument Museum (6 minutes), Kunstbibliothek (8 minutes), Brandenburg Gate (12 minutes). Gedächtniskirche (11am-9pm Sun to Thurs, 10am-10pm Friday and Saturday, access via Kurfürstendamm or Zoologischer Garten U-Bahn) Set around the remnants of the Kaiser Wilhelm Memorial Church on the ‘Ku’damm’, Berlin’s answer to London’s Oxford Street, this market boasts 170 stalls with a huge range of different products, food and drink on offer. Art-lovers will want to take the opportunity to visit the nearby Kunstforum der Berliner Volksbank (7 minutes away), which presents world-class exhibitions, tours and creative workshops; also within easy reach is the city’s Photography Museum showcasing the work of Helmut Newton, one of the most important fashion and portrait photographers of the 20th century. And finally … All five of the above Christmas markets are right on the route of Berlin’s ‘hop-on, hop-off’ sightseeing bus tour, running every 20-40 minutes until 3pm - all you need to do is pick your favourite and hop off! n

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Dessewffy & Dávid and Partners Law Office deals primarily with real estate, corporate, financial, banking and tax law, furthermore with renewable energy law and commercial matters. The law firm provides legal service first of all for foreign investors in Hungary, however, also for domestic clients who do business in various sectors of the Hungarian economy. Dessewffy & Dávid and Partners Law Office is the exclusive Hungarian law firm member of the London-based MSI Global Alliance – a network of independent legal and accounting firms currently having over 250 members in more than 100 countries.

1061 Budapest, Andrássy út 43. Hungary Phone: +36-1-413-3340 Fax: +36-1-413-3341 E-mail: office@dessewffy.com www.dessewffy.com

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