Ai February 2015 by AI Global Media

Acquisition International • February 2015

Opportunities in Latin America EY takes a detailed look at the opportunities and challenges presented by South America’s diverse and complex tax landscape. / 20

www.acquisition-intl.com

Histide Raises CHF4.5m Series A Investment Round Florian Kemmerich, CEO, told us more about the deal. / 54

Dealmaker of the Month: Scancorp assists in RectorSeal’s acquisition of assets from Evolve Composites Group Marcus Salouk, Director at Scancorp gives us his thoughts on M&A in Australia. / 34 Enolil Loo Advocates & Solicitors Advises on Affinity Equity Partners’ Acquisition of Stake in Leong Hup International Darren Loo, Principal Partner, told us more about his firm and the part it played in the deal. / 32

Confirmation.com Acquires LegalConfirm Christopher Schellhorn, Chairman and CEO at Confirmation.com, tells us more about the deal. / 52

Archway Technology Partners Acquires WealthTouch Jason Brown, CEO, Archway Technology Partners, took us behind the scenes of this exciting deal. / 54

ARCHWAY

Also inside this issue... WorldStrides Acquires Oxbridge Academic Programs In November 2014, WorldStrides, the largest educational student travel organisation in the United States, acquired Oxbridge Academic Programs, the global leader in providing academically intensive university-based programs for 8th through 12th graders. / 56

SS&C Technologies Holdings Acquires DST Global Solutions In December 2014, financial software firm, SS&C announced that it has acquired DST Global Solutions Ltd. / 58 2015’s Most Innovative Business Leaders: Henry Juszkiewicz is Chairman and CEO of Gibson Guitar Corp. / 62

Wayne Russell England, General Manager of Barnsley Commercial Sales Ltd, tells us how he overcame adversity to help build a successful – and growing – business. / 68 We spoke to John Devitt, Chief Executive, Counted4 Group, to learn more about his strategy for success. / 66

We caught up with Allan McGreal; Chief Executive Officer, Rizon Jet UK Ltd., to find out about his strategy for business success. / 60 Global Perspectives: The Oil and Gas Industry: KPMG is the largest firm of chartered accountants and business advisers in Sierra Leone. / 104

Camford Law

DEEP & FAR

Attorneys-at-Law 13th F1., No. 27, Sec. 3, Chung San N. Rd. Taipei 104, Taiwan, R.O.C. Tel: +886-2-2585-6688 Fax: +886-2-25989900/25978989 email@deepnfar.com.tw Deep & Far was founded in 1992 and is one of the largest law firms in this country. The firm is presently focused on the practice in separate or in combination of all aspects of intellectual property rights (IPRs) including patents, trademarks, copyrights, trade secrets, unfair competition, and/or licensing, counseling, litigation and/or transaction thereof. Since this firm edges itself into the IPRs field, the firm quickly comes to fame. As an illustration, this firm often is one of the largest sources from which foreign filing orders originate. The fascinating rise of this firm begins from the founder of Deep & Far attorneys-at-law, C. F. Tsai, who is the one first patent practitioner in this country who both has technological and law backgrounds and is qualified as a local attorney-at-law. The patent attorneys and patent engineers in this firm normally hold outstanding and advanced degrees and are generally graduated from the top five universities in this country and/or the university in the US. Our prominent staffs are dedicated to provide the best quality service in IPRs. As a proof, about one half of top 100 incorporations in this country have experiences of seeking patented their techniques, but more than one fifth of the top 100 incorporations are/were clients of this firm. Furthermore, Hi-Tech companies in the science-based industrial park located at Hsin Chu play an important role in booming the economy of this country. About one half of which have experiences in seeking patented their techniques, and out of more than 60% of the patent-experienced companies in that park have ever entrusted their IPR works to this firm.

We have experienced in seeking IPR-protections for our clients in more than 100 territories all over the world. We have thousands of IPR-cases respectively prosecuted before official Patent Offices of major industrialized countries. This firm not only is the most competent in IPR-related matters in this country but also is very familiar with IPR-practices in major industrialized countries. As a matter of fact, this firm oftentimes tries and makes precedents of new claim-drafting styles. While we might have become wonderfully famed locally with remarkable appreciation and respects, we would like to extend our services for internationalized or quality service-requiring foreign conglomerated giants, corporations or individuals. We strongly believe that we will win more applause from clients all over the world.

www.deepnfar.com.tw

Editor ’s Comment Welcome to another jam-packed issue of Acquisition International. Here in Europe, growth across the eurozone economy has accelerated of late, driven by a strong performance from the exporting powerhouse Germany, according to Eurostat. The eurozone GDP rose by 0.3% in the final three months of 2014 – an improvement on the 0.2% growth in the previous quarter, and raising hopes that Europe’s weak economic recovery is picking up pace. The wider EU expanded by 0.4%, Eurostat reported. That’s great news, of course, and it sets the scene nicely for what we think is going to be a great year for business – and we at AI will be there every step of the way to keep you upto-date with the latest news and analysis from across the world of business. In that spirit, we present to you this month our pick of the firms and individuals whose skills and expertise combine to see the world’s major transactions through to a successful conclusion – our Dealmakers of the Year (p.29).

2015 Tax Awards: Opportunity in Latin America EY takes a detailed look at the opportunities and challenges presented by South America’s diverse and complex tax landscape. /20

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

We’ve also spoken to those showing the business world how to really run a company – our Most Innovative Business Leaders (p.59). With 2015 now in full swing, we take a look at how the first quarter has played out for firms around the world (p.77).

2015 Hedge Fund Awards /9

Our regular leading advisor feature sees us catch up with some of the most active and innovative advisory firms working internationally across all major sectors to find out exactly how they ensure that they – and their clients – deliver outstanding results (p.81).

2014 Legal Awards /15 Year-End Round Up

In our monthly section giving you the inside track on the world of high-end lifestyle, LUX, we look at the ski resorts where you can still find plenty of snow at the end of the season (p.128). We’ve also rounded up some of the world’s finest (and priciest) whiskies (p.132) and travelled to southern China, and Hainan Island’s irresistible Park Hyatt Sanya Sunny Bay Resort (p.124).

2015 Tax Awards /19

37/

49/

59/ 73/

And of course there’s the usual news, views and regional round-ups.

77/

Deal Diary /110 Introduced by Zephyr/ Bureau van Dijk.

We hope you like our new look – and you’re going to see plenty more exciting developments in AI over the coming months, including our new online-focused approach which we’ll be rolling out next month. See you there!

Lux /123 Our Monthly Glimpse into the World of the Glamorous.

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

81/ 91/ 96/ 98/ 99/ 100/ 101/ 102/

How to get in touch AI welcomes news and views from its readers. Correspondence should be sent to; Address/ Acquisition International, Unit 10 Barton Marina, Barton Turn, Barton Under Needwood, Burton on Trent, Staffordshire, DE13 8AS. Tel/ +44 (0) 1283 712447 Email/ reception@acquisition-intl.com Website/ www.acquisition-intl.com

29/

Find us on/

104/ 106/ 107/ 108/

Dealmaker of the Month - Le Cabinet Jakubowicz Mallet-Guy & Associés (JMGA) - Enolil Loo Advocates & Solicitors - Scancorp - Tavernier Tschanz Deal of the Year - Oando Plc - Lithia Motors - Apcera - GCL New Energy Holdings Limited - Yes Bank - Banco Único Deal of the Month - Confirmation.com - Histide - Archway - WorldStrides - SS&C Technologies Holdings 2015s Most Innovative Business Leaders Acquisition International’s 2014 Q4 Review Acquisition International’s 2015 Q1 Review 2015 Leading Adviser Notaries - Making Business Expansion Possible Poland Europe’s Economic Success in 2015 Transfer Pricing: Meeting the Successors of International Trade Patents – Storming the World of IP Outlook on Ghana’s Advertising Sector Dominican Republic: an ideal investment destination Legal Process Outsourcing: Efficiency and the Knowledge Worker Global Perspectives: The Oil and Gas Industry Leading Brokers of 2015 Immigration and Economy Global Expertise Directory

Acquisition International - February 2015 3

www.acquisition-intl.com

News: from around the world appointments Hershey Company appoints EMEA general manager The Hershey Company has announced the appointment of Houssam Chehabeddine as General Manager for the Europe, Middle East, Africa (EMEA) Division. In this new role, Chehabeddine will report to Steven C. Schiller, Regional President, Hershey AEMEA. Chehabeddine will be based in Dubai. Chehabeddine joins Hershey from Mars Inc. where he was most recently Regional Director for the “Extended Levant” markets. In his new position at Hershey EMEA, Chehabeddine will be responsible for the strategic direction and execution of all aspects of the EMEA business. This includes full P&L, revenue and market share targets, acquisition and growth strategy and assuming the whole range of leadership accountabilities in managing the diverse team, as well as all Hershey’s product brands and portfolio expansion in the EMEA region. “Houssam has over 18 years’ experience in various leadership positions with a proven track record in General Management role.” said Steven C. Schiller. “I am confident that Houssam will help accelerate our growth in the EMEA region as we continue to build on The Hershey Company’s 120year legacy of confectionery leadership. We have an experienced management team, great talent throughout the organisation and the right vision, strategy and brands to win where we compete.”

Pitney Bowes Names Michael Monahan COO Pitney Bowes Inc., the global technology company, has announced that Michael Monahan has been named Chief Operating Officer (COO). Monahan will continue his role as Chief Financial Officer (CFO), reporting to Marc B. Lautenbach, President and CEO, Pitney Bowes. Effective immediately, Monahan becomes Executive Vice President, Chief Operating Officer and Chief Financial Officer. Monahan has been with Pitney Bowes since 1988 and held positions in Corporate Accounting, Investor Relations, Corporate Development, as a business unit CFO and product management. He has served as CFO since 2008. “Naming Mike as COO reflects his day-to-day contributions to Pitney Bowes,” said Lautenbach. “Mike is an invaluable partner not only to me but to the entire executive team as we work to transform Pitney Bowes. Simply put, we would not have been able to make progress as fast as we have without Mike’s intimate understanding of the operations of our business.” Monahan has global responsibilities for sales operations, client operations, information technology, procurement, supply chain and real estate. He will continue to lead the financial operations of the company on a global basis and has oversight of the corporate strategy and corporate development functions. 4 Acquisition International - February 2015

Surge in IT Security Measures Anticipated in 2015 Survey shows employee training is a top priority for CIOs in protecting company information. Chief information officers (CIOs) are taking a multipronged approach to protecting sensitive company information, a new survey from Robert Half Technology shows. The majority of CIOs interviewed are currently taking or planning to take steps in the next 12 months to improve information technology (IT) security at their firms. The most common strategies include beefing up employee training on security issues (54 percent), vetting firms that have access to company data more closely (45 percent) and hiring more IT security professionals (41 percent). The survey was developed and conducted by Robert Half Technology, a leading provider of IT professionals on a project and full-time basis, and includes responses from more than 2,400 CIOs from U.S. companies with 100 or more employees in 24 metropolitan areas. CIOs were asked, “Which, if any, of the following measures is your company currently taking or planning to take within the next 12 months to enhance IT security?” Their responses:* “We live in an era where information security threats are a real business risk,” said John Reed, senior executive director of Robert Half Technology. “CIOs are attacking the problem from all sides, but there is a strong emphasis on employee-driven measures. Vigilant IT teams and security-savvy individuals throughout the organisation are a valuable and fundamental defense; without both, other courses of action will be less effective.”

A strong organisational communications plan and sound relationships with vendors will help improve security measures, but it all begins with the team responsible for managing those efforts. Robert Half Technology offers the top three attributes of effective security employees and what to ask them when hiring: • Future Focused – It’s important to ensure candidates will be an asset to your security efforts, bringing a broad range of experiences that will allow them to identify vulnerabilities in your network. Use this opportunity to discuss their use of proven methodologies, best practices and risk intelligence in previous roles and try to assess how they would apply them in your company. Ask candidates: “How would you create a security-conscious culture in our business?” • Security Certifications – A well-rounded security professional will not only take steps to protect the organisation, but also to stay ahead in the industry. With so many widely recognised certifications available -- like CISSP (Certified Information Systems Security Professional), CISM (Certified Information Security Manager) and CompTIA certifications -- it’s not uncommon for candidates to have these on their resumes. While certifications show an investment and commitment to growing their knowledge base, it’s important to assess applicants’ real-world experience, too. Ask candidates: “How have your security certifications prepared you for this role?”

Currently taking or planning to take ANY of the following measures

85%

Enhance employee training on security issues

54%

Enhance vetting of firms with access to company data

45%

Add IT security personnel

41%

Implement multifactor authentication processes

41%

Contract with third-party vendors or add tools to enhance security

41%

Currently taking other measures

Not currently taking or planning to take any of the measures identified

15%

* Multiple responses were allowed.

News: from around the world

•

Soft Skills – IT security professionals should have impeccable communication skills. Externally, they should be building solid relationships with firms and vendors that have access to company data or may be brought on to help with security efforts. Internally, they should be able to raise awareness to potential threats and explain security measures in a way that will help guide employee behaviors. The prevalence of bring your own device (BYOD) policies, for example, is just one of the many trends that make clear communication skills vital to ensuring companywide compliance. It’s essential for security team members to build partnerships across the organisation to help increase vigilance throughout. Ask candidates: “What would be your communications approach around security, potential threats and best practices to senior leadership and employees companywide?”

Added Reed, “Successful organisations always start with good people, and talented security professionals are no exception. An effective security team will be able to institute processes, establish policies and ensure best practices are in use, resulting in the utmost safety for the business.”

Acquisition International - February 2015 5

www.acquisition-intl.com

News: from around the world appointments continued... ACE Strengthens Presence in Eurasia and Africa; Creates New Management Role ACE Group has announced the appointment of David Fedarb to the new role of Head of Travel Insurance for Eurasia and Africa, as it expands its insurance capabilities in a region experiencing rapid growth of international travel. Eurasia and Africa represents ACE’s newest regional business unit, established in 2014 and comprising ACE’s operations across the Middle East, Russia, South Africa and Turkey. The appointment reflects forecasts that the Middle East and Africa will become two of the world’s top three growth areas for airline travel by 2017[1]. In his new role, Fedarb will be responsible for the strategy and the profitable growth of ACE’s travel insurance portfolio across Eurasia and Africa, focusing on product and business development, establishing new partnerships with the travel industry, and managing and expanding the company’s distribution channels. Fedarb has more than 25 years of insurance industry experience including 12 in the international travel sector, six of them at ACE. Most recently he was Head of Travel Insurance for ACE in South East Asia. Giles Ward, Regional President for ACE, Eurasia and Africa, said: “This appointment underlines our commitment to the Eurasia and Africa region, where we see significant opportunity for the travel industry to grow its revenue and strengthen customer loyalty through high-quality insurance partnerships.”

Procter & Gamble Announces Appointment of Director The Procter & Gamble Company has announced the appointment of Francis S. Blake, 65, former Chairman of the Board and Chief Executive Officer of The Home Depot, Inc. to its board of directors. Blake will serve on the Audit and Governance and Public Responsibility committees of the board. He served as the Chairman of the Board and Chief Executive Officer of The Home Depot, Inc. from 2007 until his decision to step down as Chief Executive Officer in November 2014. He retired as Chairman of the Board at Home Depot on 2 February 2015. “Frank is one of the most respected business leaders in America today. His vision, strategy and focus on execution led Home Depot to strong and sustained business growth,” said A.G. Lafley, P&G’s chairman of the board, president and chief executive officer. “We will deeply benefit from his management expertise and retail experience.” Blake joined General Electric in 1991 and held a variety of executive roles there before his appointment as Deputy Secretary for the US Department of Energy in 2001. He joined Home Depot as executive vice president in 2002. Blake also previously served as the General Counsel for the US Environmental Protection Agency and as Deputy General Counsel to Vice President George H.W. Bush. 6 Acquisition International - February 2015

US Equities Offer the Best Opportunities in 2015, Say Investors Majority of affluent US investors surveyed by Legg Mason say they are maintaining their equity allocation over the next 12 months. According to the 2015 Legg Mason Global Investor Survey, 85% of 458 affluent US investors surveyed said US equities “offer the best opportunities over the next 12 months” among all domestic and global asset classes. This is an increase over the 74% who said the same going into 2014. In addition, 63% said they are maintaining their equity allocation in 2015, while more investors (32%) expect to increase their allocation to equities over any other asset class. Only 6% said they intend to decrease their allocation to equities in 2015. The majority (89%) said they are optimistic about their investments for 2015. “Investors are looking for the US equity market’s strong run to continue,” said Matthew Schiffman, Global Head of Marketing for Legg Mason. “Last year, investors told us they had great confidence in US equities for 2014 and they were right: The S&P 500 was up over 11%. This year, we’re seeing even more investors expressing confidence in the US equity markets, and this is concerning.” Schiffman continued: “Overconfidence can lead to a degree of complacency that could prevent investors from paying close attention to their overall financial plan and how they have allocated their assets as their own needs change. Investors have not changed their asset allocation since we started measuring investor sentiment three years ago, which could be another sign of complacency creep.”

Going Global Investors surveyed have an average of 13% of their assets invested internationally; 41% of investors said they “will be more focused on international investments in the next year compared to last year.” “Investors may be more willing to travel abroad than invest there,” Mr. Schiffman said. “This goes back to the potential for complacency creep as investors continue to show a preference for investing at home. Opportunities abound globally and should be a consideration in any strategic asset allocation.” The top three benefits respondents hope to gain by investing internationally are: 1. Diversifying risk across different markets 2. Potential for higher returns than in the US 3. Greater range of investment choices

Investors see China and Japan as the countries representing the best non-US market investment opportunities over the next 12 months. According to the respondents, the top ten countries (excluding the US) are: 1. China 2. Japan 3. Australia 4. Brazil 5. India 6. Europe (excluding the UK) 7. UK 8. Hong Kong 9. Singapore 10. Mexico

Good News for Income-Oriented Investors: Investment “Income Gap” Shrinks Again Since 2012, Legg Mason has been measuring the investment “income gap” – the difference between what investors seek from their income-producing investments and what they actually receive. This year’s survey reveals that the income gap has been cut in half since inception. Having income-generating investments is considered a priority to 82% of investors surveyed. Investors also said that on average, 51% of their portfolios are invested in income-producing assets. The top three asset classes they invest in to meet their income needs are: 1. Equity income funds 2. Investment grade bonds 3. High yield bonds Schiffman stated: “Clearly, only time will tell if investor confidence in the US equity markets will be rewarded again. Regardless of the market’s performance, we encourage investors to be mindful of overconfidence and complacency creep. We also encourage investors to work with financial advisors who will help them take a realistic, active approach to managing their assets recognizing that markets, and their needs, change over time.”

News: from around the world

Venture Capital Dollars Invested in Life Sciences Companies in 2014 at Highest Level Since 2007 Venture capitalists invested US$2.8bn in life sciences in the fourth quarter, reaching US$8.6bn in 2014, according to MoneyTree Report from PwC. Venture capital (VC) funding for the Life Sciences sector – Biotechnology and Medical Devices – increased 49% in dollars but declined 18% in deals during the fourth quarter of 2014, compared to fourth quarter of 2013, according to the MoneyTree™ Report from PricewaterhouseCoopers (PwC) LLP and the National Venture Capital Association (NVCA), based on data provided by Thomson Reuters. The report, entitled “Biotech funding surges,” shows that VCs invested US$2.8bn in 202 Life Sciences deals during the quarter, versus US$1.9bn going into 245 deals in the fourth quarter of 2013 and US$1.7bn in 197 deals during the previous quarter in 2014. Overall, investments for full year 2014 in the Life Sciences sector rose to the highest level since 2007 with US$8.6bn invested into 789 deals, a 29% increase in dollars but a 3% drop in deals compared to 2013. Biotechnology investment dollars rose 29% compared to 2013 to US$6.0bn, while the number of deals decreased 4% to 470 deals, making it the second largest investment sector for the year in terms of dollars invested, behind the Media and Entertainment sector. The Medical Devices industry finished 2014 up 27% in dollars to US$2.7bn, and the number of deals remained relatively flat in 2014, compared to 2013. “The life sciences sector saw five megadeals last year, a testament to the highly innovative biotech and medical device technologies and the resulting confidence of venture capitalists in the business models of these start-ups,” said Greg Vlahos, Life Sciences partner at PwC. “The biotechnology industry attracted record-high venture investments in the second quarter of 2014 and ended the year with even higher investments in the fourth quarter. In addition, the medical device industry continued to show strong growth for the year. This is in line with

PwC’s projection in early 2014 of a very strong year for life sciences. Given the strong level of investments in this sector and others in recent quarters, we expect continued high investment levels in life sciences in the first half of 2015.”

First-Time vs. Follow-On Funding Investments into Life Sciences companies receiving VC investment for the first time in Q4 2014 totalled US$403m – an increase of 35% from the same quarter in the prior year. Life Sciences follow-on funding in the fourth quarter of 2014 surged 51% year over year to US$2.4bn. In fact, follow-on funding for the Life Sciences sector and Biotechnology industry during the quarter achieved the highest level since 1995, when MoneyTree began reporting VC investing levels. For the full year 2014, first-time funding in the Life Sciences sector was US$1.1bn and follow-on funding was US$7.5bn, representing growth of 25% and 29%, respectively. For the full year, first-time deals in the sector averaged US$7.3m and follow-on funding deals averaged US$11.8m.

Funding by Subsegment When compared to the fourth quarter of 2013, five of the seven Biotechnology subsegments that received investment rose during the fourth quarter of 2014. The biotech-human subsegment captured the largest share of Biotechnology funding, increasing 46% to US$1.7bn compared to the first quarter of 2013. In addition, pharmaceutical increased 60% to US$115m; biotech equipment rose 148% to US$100m; biotech research saw a slight 1% increase to US$39m; while biosensor investments increased 259% to US$28m. The two biotechnology subsegments that saw a decrease in funding in the

fourth quarter compared with the same period last year were biotech-animal, down 64% to US$10m and biotech-industrial, declining 74% to US$7m. Funding for each of the three Medical Device subsegments increased during the fourth quarter of 2014 compared to the same quarter in 2013, including medical therapeutics up 8% to US$368m; medical/ health products rising 170% to US$201m and medical diagnostics increasing 216% to US$180m.

Investments by Region During the fourth quarter of 2014, Boston, Chicago, the San Francisco Bay Area, New York Metro and Research Triangle received the most Life Sciences venture capital dollars. Boston, the leader of the five regions, received US$959m in funding for 32 deals during the quarter, with US$928m going into biotechnology and the remaining US$31m invested in medical devices. The San Francisco Bay Area captured US$839m, New York Metro received US$175m, Research Triangle accumulated US$127m and Chicago rounded the list with US$90m invested. In 2014, total venture capital dollars invested in the U.S. across all industries was US$48.3bn, including US$14.8bn in the fourth quarter – the highest annual and quarterly investment totals since 2000. “The strong IPO market has played a big role in this robust performance of venture funding, and there are good signs that the trend has legs that can carry it well into 2015,” Vlahos continued. “With a 33% increase in funding for early-stage life sciences companies in 2014, start-ups are likely to continue to do well in the year ahead.”

Acquisition International - February 2015 7

www.acquisition-intl.com

Support services The support services sector finished 2014 on a positive note as increases in both volume and value were recorded in the second half of the year. This marks the fifth consecutive six-monthly improvement in terms of value, and the third consecutive climb in volume. In all there were 5,540 transactions worth USD 147,388 million between July and the end of December. 2015 has also well and truly gotten off the mark. In the first month of the year alone there were 719 announced deals with an aggregate value of USD 18,729 million targeting companies in the support services sector, according to data from Zephyr, the M&A database published by Bureau van Dijk. January can be a fairly quiet month in terms of M&A activity, so it is likely that investment levels will climb somewhat over the coming months, but as yet it is too early to say whether another increase in volumes and values will be notched up. If things were to continue at the same trajectory until the end of June it is likely to fall short on both fronts, but if investors continue to dig deep on high value transactions, as a number have already done in 2015, we should see volume and value steadily climb towards a similar level. It is worth noting that H2 2014 was a particularly impressive period in terms of deal activity; no other six monthly period has reached such a level in the entire timeframe under review, dating back to the beginning of 2006. It is clear from the results that the dark days of early 2009, when the financial crisis was running riot on deal activity, are well and truly behind us. In the first half of 2009 there were just 2,226 deals worth a combined USD 38,234 million, which is some way behind H2 2014. It is a measure

Number and Aggregate Value (mil USD) of Support Services Deals Globally: 2006-2015 YTD (as at 31 January 2015)

of how much activity has increased in that if January is any indication of how things will go for the rest of the year, H1 2009’s value should be surpassed by March. The vast majority of the support services deals recorded by Zephyr in 2015 to date have featured targets in the computer, IT and internet services segment. In all, this industry accounted for some 563 transactions worth a combined USD 10,049 million. This placed it well ahead of transport, freight, storage and travel services, which ranked second by value with USD 5,924 million across 87 deals. Third place was taken by mining and extraction, which was targeted in 11 transactions worth a combined USD 2,202 million. The support services sector’s largest deal of 2015 to date featured a Cayman Islands-headquartered target as Netherlands Antilles-based oil and gas industry player Schlumberger agreed to participate in Eurasia Drilling Company’s USD 1,700 million capital increase, picking up almost 46 per cent in the process. Closing of the transaction is expected during the first quarter of this year. There were a few other deals worth similar amounts as Stichting Administratiekantoor Financieringspreferente Aandelen Vopak sold its share of Koninklijke

Vopak for USD 1,582 million and Apollo Global Management bought Presidio Holdings from American Securities for USD 1,500 million. North America has topped the bill in terms of investment in the support services sector in 2015 to date. Companies in the region have been targeted in deals worth USD 6,474 million. Four of the year’s ten largest investments in the industry so far featured North American targets, so its placing at the head of the field is not surprising, even though its largest deal ranked third overall. Western Europe took second place by value with investment of USD 5,032 million, followed by the Far East and Central Asia with USD 3,487 million and South and Central America with USD 3,135 million. The top three remained the same by volume as North America, Western Europe and the Far East and Central Asia were targeted in 291, 238 and 117 deals, respectively. To sum up, the support services sector appears to be going from strength to strength and has notched up some very positive results over the last couple of years. Although it is too early to say whether the first half of 2015 will be able to live up to the high standards set, it appears to be off to a promising start and hopes will be high that another impressive result can be achieved.

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

Number of deals

Aggregate deal value (mil USD)

Acquisition

22,978

779,705

Minority stake Capital increase Institutional buy-out Management buy-out

27,320 5,761 1,324 388

441,185 245,906 205,074 6,069

Deal half yearly value Number (Announced date) of deals

Aggregate deal value (mil USD)

H1 2015

719

18,729

H2 2014

5,540

147,388

H1 2014

5,238

131,979

Share buy back

926

H2 2013

4,620

101,651

Demerger

103

H1 2013

3,998

84,447

Management buy-in

H2 2012

3,999

81,181

MBI / MBO

H1 2012

3,371

61,356

Merger

346

H2 2011

3,091

78,191

H1 2011

2,694

85,754

H2 2010

2,463

86,981

H1 2010

2,443

74,515

H2 2009

2,406

64,501

H1 2009

2,226

38,234

H2 2008

2,143

67,828

H1 2008

2,424

88,267

H2 2007

2,630

126,002

H1 2007

2,819

121,485

8 Acquisition International - February 2015

Number of Support Services Deals by Region: 2006-2015 YTD (as at 31 Jan 2015) World region (target) North America

2010

2011

2012

2013

2014

2015

1,584

2,255

3,268

3,542

4,320

291

Western Europe Far East and Central Asia Eastern Europe Middle East

1,351 938 500 119

1,567 913 488 59

1,813 1,026 549 76

2,150 1,250 760 145

2,710 1,827 950 131

238 117 27 19

South and Central America Oceania Africa

148 198 48

187 251 55

218 333 77

273 406 80

275 440 114

14 9 6

2015 Hedge Fund Awards Nominated by clients, peers and fellow professionals; voted for by our subscribers; agreed by our industry experts â&#x20AC;&#x201C; our awards are given to commend outstanding work in the global hedge fund industry over the past 12 months.

www.acquisition-intl.com

Plurimi Investment Managers Address: 11 Waterloo Place London SW1Y 4AU, United Kingdom Phone: +44 (0) 20 7484 3340 Website: www.plurimi.com Contacts: Gregory Thompson, Investor Relations Phone: +44 (0) 20 7484 8913 Email: IR@plurimi.com

Global Macro Manager of the Year, Best Irish Global Macro Fund & Best Top-Down Macro Allocation - Plurimi Investment Managers Plurimi Investment Managers is a specialist global macro manager that provides a unique combination of top-down macro allocation with bottom-up risk-management. All of Plurimi’s strategies are managed with objective to deliver real returns above inflation. The team constructs and monitors portfolios with a proprietary risk and portfolio management system. Plurimi’s solutions combine the best attributes of traditional and alternative funds. Their thought provoking, and often contrarian, views on the global economy and markets have helped Plurimi deliver consistent returns and thereby become a recognised leader in global macro. We spoke to the partners of Plurimi Investment Managers about their firm and their recent haul of three International Hedge Fund awards. Plurimi Group, a leading independent financial services firm headquartered in St. James’s, London with over USD$2bn in assets under management and administration. In 2014, Plurimi Group established Plurimi Investment Managers (PIM) to be its investment management arm. PIM was formed by Ramzy Rasamny (Plurimi Group CEO) with the acquisition of an experienced macro team, Patrick Armstrong and Eugen Fostiak, who brought their flagship global macro fund and associated managed accounts across to PIM. Louay Al-Doory was also a founding member and today co-heads PIM with Patrick. Neil Jamieson joined as partner in early 2015 and heads UK distribution. Ramzy Rasamny comments, “PIM is a cornerstone of our group and a critical component of the Plurimi expansion strategy. We are delighted by these awards as they recognise Plurimi’s exceptional investment capabilities”. Louay Al-Doory comments, “Our entrepreneurial culture and innovative approach certainly differentiates us, but our investment journey starts and ends with our clients.” The team’s consistent investment performance over the past decade and robust process combined with the resources of the Plurimi Group create a strong platform for future growth. Fund Managers The fund managers Patrick and Eugen previously worked at Armstrong Investment Managers LLP (AIM) following successful careers at UBS and at Insight Investment, where they created and headed the firm’s US$2bn Multi-Asset Group.

10 Acquisition International - February 2015

Patrick Armstrong comments, “We have never been scared to stand out from the crowd. We knew that being different would be an advantage. If you invest like everyone else, you get returns like everyone else. The industry has plenty of ‘me too’ managers”. The award winning managers are well known for their consistent returns, macro views, and at times their contrarian positions. Eugen Fostiak comments, “Our core investment process is reinforced by our real-time risk management systems, which allows us to implement real portfolio diversification”. Investment Approach The firm’s investment approach is different from many macro funds in that it offers liquidity, transparency and targets consistent returns significantly above inflation. The team combines top-down macro allocation with bottom-up risk management. Risk management is the starting point of the investment process. Every portfolio has a defined maximum risk budget and makes specific reference to time and return objectives to improve the alignment between investor expectations and their ultimate portfolio returns. PIM has developed its own proprietary, real-time risk management, asset allocation and portfolio construction system (STRATFOLIO). The system allows for the incorporation and analysis of all liquid asset classes and related investment instruments on a global basis. Eugen Fostiak comments, “Our focus on risk and inflation reflects the primary concerns of most investors, namely protecting against the risk of capital loss in the short term and growing capital at a rate

2015 Hedge Fund Awards - Plurimi Investment Managers

which is significantly higher than inflation over the longer term. Portfolio risk management underpins our entire investment process. We have developed sophisticated quantitative systems which we use across a wide range of assets.” PIM takes advantage of a broad opportunity set, spread across different asset classes, regions, currencies and investment vehicles creates many potential investment opportunities, and allows for real diversification. PIM also capitalises on the ability to be long or short within different asset classes, allowing the fund the potential to benefit from both rising and falling asset values. Patrick Armstrong comments, “Our flexible approach is well suited to the current market environment as there are significant divergences across many regions in terms of economic growth and many possibilities created around the central bank and government policies and their impact on different asset classes.“ Investment Framework STRATFOLIO was developed because there was no fully integrated system available in the market with the functionality to include long and short positions across asset classes and instruments assets. The investment team needed to be aware of risks before

they traded, and this system gives PIM a significant competitive advantage and allows for real-time ‘what-if’ scenario analysis on portfolios before implementation. PIM also works closely with the Macro Research Board (MRB). MRB provides input on the investment cycles and the expected behaviour of different asset classes against trends in economic growth, inflation and policy. MRB’s perspectives are particularly useful in helping to identify potential tactical opportunities up to 6-12 months ahead. Patrick Armstrong comments, “The broad opportunity set we consider creates many attractive investment possibilities, and this also offers great potential for diversification within the fund.” PIM’s flexible approach is well suited to the current market environment in which central banks are aggressively manipulating markets and the growing government debt burden is creating numerous tactical opportunities and the prospect of longer-term dislocations. In short, it’s a good time to be in global macro and it is a good time to be flexible.

Whilst PIM is a relatively new business venture, the management team and products have long and distinguished track records. Louay Al-Doory comments: “Building a new business is exciting, the team’s strength coupled with the resources and global reach of the Plurimi Group give us a solid foundation for growth.” Access PIM provides institutional and high net worth clients with investment consistency, transparency and liquidity. As part of this approach, the managers are open and accessible to investors. Industry recognition for PIM’s consistency in alternative investment solutions is reflected in its recent partnership with Geneva-based Prosper Funds. Both the Diversified Dynamic Solutions fund (Irish QIF) and the Prosper Global Macro fund (Luxembourg UCITS) are open to suitably qualified investors.

Business Focus Louay Al-Doory previously worked at Merrill Lynch, UBS and Bank Reyl, where most recently he helped triple assets to USD$10bn during his tenure.

Acquisition International - February 2015 11

www.acquisition-intl.com

lecocqassociate Web: www.lecocqassociate.com

Best Structuring & Licensing Law Firm – Switzerland lecocqassociate is a boutique law firm in Switzerland,with regulatory practices in Malta and Dubai.

In 2007 lecocqassociate was formally organised as a law firm in Geneva, but the firm’s roots began in the 1990’s. Dominique Lecocq founded lecocqassociate Geneva as a family firm followed by the incorporation of lecocqassociate ltd in Malta, and most recently added lecocqassociate Dubai to the portfolio of offices. lecocqassociate continues to grow steadily by adding attorneys with unique and diverse backgrounds. Today, lecocqassociate Geneva, Malta and Dubai boast around 15 diverse lawyers who have the experience, maturity, and legal skills to satisfy every clients’ needs with utmost professionalism and diligence. lecocqassociate’s geographic expansion has also been directly related to client’s needs. The opening of the Malta office provided an alternative jurisdiction based in the EU which facilitates the marketing of the firm products to other European entities. Due to the extreme pressure placed by new regulations on taxation in Europe, many financial institutions are diversifying their offices in jurisdictions offering less or no taxation regimes. Due to this very reason, lecocqassociate opened its office in Dubai, to direct and divert its clients to invest and set up their business in Dubai. The Dubai office of lecocqassociate specialises in structuring and incorporating financial and non-financial companies. It also provides cost-effective corporate advisory services to start-up and established companies. Areas of practice Regulatory banking and broker-dealing: the firm advises on banking and brokerage operations; formulates the request for regulatory license of banks and brokerage firms; advises and assists in the most appropriate and cost-efficient structuring and organisation of an operation. lecocqassociate deals

with all banking regulatory legal aspects, including, drafting of all internal required directives and best practice circulars, banking secrecy, cross border, etc. Collective investments and investment service providers: the firm specialises in the incorporation, structuring and licensing of Swiss, Maltese, Cayman Islands, Luxembourg and Emirate collective investment schemes, ETF and ETC. Private equity: lecocqassociate assists clients in relation to structuring project finance and venture capital; corporate acquisition and real estate acquisitions. Regulatory insurance: the firm advises on insurance operations in Switzerland and the EU; licensing of insurance lines and requests for business approval; insurance portfolio transfers; structuring of life policies including unit-linked policies; and also advising on tied assets and solvency margins. Mergers and acquisitions and capital markets: lecocqassociate structures asset and share deals, whether listed or OTC; carries out all the necessary due diligence; lists and delists securitisation vehicles; and also drafts the necessary offering documents. Taxation: advises on corporate tax matters, including tax policy, tax management, and corporate reorganisations; financial planning for individuals and families. Corporate finance: advises in relation to equity and debt securities, credit facilities, up-stream loans and guarantees, financing transactions, securitisation, group (re)structuring and joint-ventures. Employment and benefit plans: offers legal advice on employment law and current employment and benefit plans, which services would include, amongst others, the review and/or drafting of employment contracts, manuals, handbooks and incentive plans. Competition law/anti-trust: advises on Swiss, UK, French and EU merger control and antitrust matters, including abuse of dominance, cartel defence and litigation work. The expertise of the firm covers a range of industry sectors including consumer goods and retailing, transport, media and entertainment, insurance. Structured products, securitisation vehicles: advises on structured products and securitisation products, setting up of securitisation vehicles, drafting of all required documents in these respects.

12 Acquisition International - February 2015

2015 Hedge Fund Awards

Best Systematic CTA Replication Strategy Web: www.conquestcg.com

Conquest Capital Group is an alternative asset management firm that manages approximately US$309m (as of 1 February 2015) in two core strategies: • Conquest Macro - a systematic short-term trading CTA • Conquest Managed Futures Select - a systematic CTA replication strategy; also includes custom variants offered via managed accounts

Market Leader: Hedge Funds Legal Practice of the Year – Switzerland Web: www.lecocqassociate.com

lecocqassociate is a boutique law firm in Switzerland,with regulatory practices in Malta and Dubai. lecocqassociate is a boutique Swiss law firm with its main office in Switzerland, and corporate advisory presence in Malta and the United Arab Emirates, specialized in selected areas, including regulatory banking, collective investments, corporate finance, regulatory insurance, Islamic finance and private equity.

Best Asset Manager - Ireland Web: www.setanta-asset.com

Setanta Asset Management Limited is a dedicated value manager. At Setanta Asset Management, we invest clients’ money by following a “value” framework laid out by Benjamin Graham. We believe this active, long term, fundamental approach represents the best chance of successful investing, measured over a multi-year timeframe. We have an experienced investment team and a strong fund performance track record. Setanta was established in Dublin in 1998 and has grown steadily since then, now managing €7.0bn (Dec 2014) in assets. Setanta is a wholly owned subsidiary of The Canada Life Group (UK) Limited, which is in turn owned by Great–West Lifeco Inc. Setanta offers investment on a segregated and pooled basis. Setanta manages assets for a number of institutional clients, both third party institutions and for companies in the Great-West Lifeco Group. Setanta is the investment manager for a range of unit-linked funds, which are available in Ireland, Germany and Canada. In addition Setanta has a number of specialist funds available for professional investors, offering a global equity, high-yield, covered call strategy, in securities which meet certain ethical restrictions. We in Setanta do not believe the market is efficient. Our aim is to purchase and own assets at a price below a reasonable assessment of their worth. This is where we focus our resources. Our process is akin to assessing a part ownership of a business rather than trading a security. This assessment of value must always encompass a thorough understanding of where this value is derived. We have a long term investment horizon and risk management is always central. We regard risk as the potential for permanent impairment of value. Integrity is a key tenet of our professional DNA and we embrace a culture of continued learning. Investment Principles • We do not believe the market is efficient. • We aim to make investments at a price below our assessment of intrinsic value. • We make an investment in a business rather than trade securities. • We believe risk is the possibility of permanent impairment of value. • We make investments for the long term. • We invest where we see value and are not afraid to be contrarian and swim against the tide. • We don’t make forecasts, we consider scenarios. • We demand financial strength from the companies we invest in. • We will act with integrity and communicate with our clients in a manner representative of our investment style. • We have the humility to know we make mistakes and embrace the need to continue learning through both experience and study.

Best Hedge Funds Advisory - UK Using its extensive knowledge and expertise, PwC is well placed to help you stay ahead of intensifying investor demands and regulatory change. Web: www.pwc.co.uk

Hedge fund assets are close to pre-crisis highs, and many funds are once again earning performance fees. Yet managers face considerable uncertainty. Investors are seeking greater transparency and liquidity, while regulation and taxation are increasing. Established managers have the challenge of adapting their operating models to accommodate these new demands. For startups, having the optimum business structure is more important than ever.

“

Hedge fund assets are close to pre-crisis highs, and many funds are once again earning performance fees.

”

Using our knowledge and expertise, we are well placed to help you stay ahead of intensifying investor demands and regulatory change. Our UK hedge fund specialists in tax, assurance, advisory, regulation and human resources have worked together since the sector’s early days, and contribute to the development of industry best practice.

Acquisition International - February 2015 13

2014 Legal Awards Year-End Round Up We take a look at some of the legal practitioners whoâ&#x20AC;&#x2122;ve been making their mark over the last 12 months.

www.acquisition-intl.com

Rodriguez Law Firm Name: Maria Lourdes Rodriguez, Esq. Web: www.rodlawfirm.com Email: Lourdes@rodlawfirm.com Address: Rodriguez Law Firm 6990 W 38TH Ave. Suite 104 Denver, CO 80033 Phone: +1 303 477 2422 Fax: +1 303 477 2429

Best for Immigration and Investment Consulting - Colorado Maria Lourdes Rodriguez, Founder, Rodriguez Law Firm, has been in private practice since 2005 specializing in the area of immigration law with a background in international law. Maria Lourdes Rodriguez is a graduate of the University of Denver, College of Law and holds a law license from the state of Louisiana. She has been in private practice since 2005 specializing in the area of immigration law with a background in international law. In 1993, she received her Licenciatura en Derecho (Bachelor of Law) from the Universidad Autonoma de Coahuila in Mexico.

Her role and responsibilities include representing clients before the United States Citizenship and Immigration Services , Executive Office for Immigration Review, Department of State and U.S. Court of Appeals for the Tenth Circuit: preparing applications for submission to the appropriate agency: and participating in community outreach and educational activities.

Mrs. Rodriguez gained valuable experience as an intern for the Public Defender’s Office for the Tribunal of Justice in Torreon, Mexico from 1993 to 1994. Thereafter, she seized the opportunity and capitalized the most from her tenure as a Foreign Investment Lawyer, heading the department in International Investment at a private firm based in Torreon, Mexico. She obtained much of her resilience from her collaboration with the Bufete Juridico de Arturo de la Rosa where she was instrumental in its corporate area.

Clientele Accentuated by her Spanish roots, Mrs. Rodriguez and her firm, Rodriguez Law Firm, represent a vast array of Mexican nationals and Central and South American immigrants. Rodriguez Law Firm has gained the expertise necessary to protect the rights of foreign immigrants by specializing in Family and Employment Based immigration to the United States while representing clients at all levels under the Immigration & Nationality Act.

Today, Mrs. Rodriguez is well known within the Colorado Hispanic Community as an advocate for Latino rights through her expert advice as a speaker in the popular broadcasting show “La Voz del Pueblo” aired on KBNO, La Nueva Que Bueno, 1280 AM, transmitted in Denver, Colorado Springs, and Pueblo, Colorado, USA.

16 Acquisition International - February 2015

Rodriguez Law Firm has built a reputation of expertise in the area of family-based immigration with inadmissibility issues before the American Consulate and U.S. Citizenship and Immigration Services. This is by far the niche and advantage over its competitors this firm has created.

2014 Legal Awards - Year-End Round Up

Mining & Energy Law Firm of the Year - UK Web: www.inlaw-legal.co.uk Email: reggie@inlaw-legal.co.uk

Reginald Arkhurst has an international practice centred on commercial arbitration and immigration cases. As an arbitrator in international disputes, Reginald Arkhurst’s practice has included numerous high value awards for his clients as well as involvement in cases of great complexity. This has included W F Clarke v Government of Ghana, when he secured a multi-million pound award for his client. He has been a FCIArb since 2009 and works in both the UK and abroad.

Reginald’s practice also encompasses employment work (his previous clients in this area includes high profile department stores), and appearances at the legal aid funding review board (in appeals regarding legal aid funding). Mr. Arkhurst is also a Fellow of the Royal Society of Arts (FRSA).

He is also a specialist in immigration law. His work in this area is almost exclusively in the appellate courts, particularly the Court of Appeal, and in judicial reviews. Amongst his notable cases in this area is Lufti Gashi v Secretary of State for the Home Department.

Migration Visa Consultant of the Year – India Web: www. dreamvisas.com

Manoj Palwe is President of immigration visa consultancy, Taurus Infotek. We,Taurus Infotek, are into Immigration visa Consultancy operating from Pune, India.. Our President, Mr Manoj Palwe, is a member of the Immigration Consultants of Canada Regulatory Council (ICCRC ID R422575) and Australian migration department has given him offshore agent id 3000526.He has also passed the migration institute of Australia’s (MIA) examination about migration law.

Tropinina Olga / Shutterstock.com

Acquisition International - February 2015 17

www.scancorp.com.au

Merger and Acquisitions | Business Sales | Advisory | Funding Scancorp is uniquely positioned as one of Australia’s leading boutique M&A and Advisory firms:  with a 30 year history,  over $10B in completed transactions,  national presence and  expertise gained from tier 1 M&A, consulting and advisory firms. Scancorp specialises in: 1. Mergers and acquisitions; 2. Company, business and asset sales; 3. Corporate advisory including Australian market entry, strategy and structuring; and 4. Debt and equity funding.

Scancorp is led by:

Marcus Salouk - Scan Capital • BEng, MAppFin, GAICD, FFinsia, CPEng • >25 years international consulting, advisory, mergers, acquisitions and divestment experience

Ian Knight - Scancorp (Victoria) • BBus, CPA, FACA, MAICD, AFAIM • >35 years in mergers, acquisitions, divestments and corporate finance experience

Ross Tiller - Scan Business Brokers • Business Broker Licenses in Queensland, Real Estate practice Certificates South Australia, New South Wales and Victoria • >40 years business and commercial sales

David Simpson - Scancorp Hospitality and Tourism • BBus, CPA, MAICD • >30 years hotel and property management, acquisition and divestment experience

Doug Golden - Scancorp Logistics • BComm, FAICD, CPA, FCILT • >30 years warehouse, logistics, transportation experience in expansion, mergers, acquisitions and divestment

Assoc. Prof Stuart Schneider - Scancorp Medical • CEP, BSc, DipEd, BEd, MHP, DipCorpDir, FACHSM, CHE • >30 year experience in public and private health, hospital CEO and strategic planning

For assistance with your Australian market entry, acquisitions, divestments or expansion, contact: • Marcus Salouk on marcus.salouk@scancorp.com.au • +61 7 3902 2400

Australian Financial Services License 400964

2015 Tax Awards The 2015 Tax Awards arenâ&#x20AC;&#x2122;t about the size or reputation of your business, but rather stellar work, outstanding results and exemplary customer service. This is why we have done everything in our power to ensure that those who do go on to win one of these highly sought-after awards have been selected on merit alone, with every success based upon votes received, supplied supporting evidence and our own rigorous in-house research.

www.acquisition-intl.com

Opportunity in Latin America EY takes a detailed look at the opportunities and challenges presented by South America’s diverse and complex tax landscape. Web: www.ey.com

The Latin America insurance outlook for 2015 is generally favorable, with high single-digit premium growth predicted. Although economic growth has slowed in the largest markets of Brazil and Mexico, more robust conditions in other regions are driving premiums. Overall demand for insurance is rising because of shrinking poverty and unemployment, a growing population and rising concern over natural disaster risks. Key challenges include the need to develop more efficient distribution systems to increase market penetration and inflation risk. Although annual inflation rates in Chile, Peru and Colombia have averaged between 2% and 3%, significantly higher rates exist in Argentina and Venezuela. In Argentina, the country’s battles with creditors and a strong governmental hand in foreign exchange controls have destabilized its currency. In Mexico, conversely, the government’s stability is fostering reforms to modernize insurance and other sectors. Our report explores market conditions and tax incentives for investors in Latin America on a countryby-country basis, focusing on the largest markets of Brazil, Mexico, Chile, Argentina, Colombia and Peru. Venezuela is excluded from this year’s report, as it has become less attractive to global insurers. From a tax perspective: u Brazil imposes the highest income tax in the region, with insurer profits taxed at 40%. Popular products include health and term life insurance, automobile and property insurance. Tax incentives for retirement accumulation plans are increasingly popular. u Mexico’s income tax structure and tax incentives to promote retirement savings are boosting premium growth. Third-party automobile liability coverage is mandatory in several cities, improving the automobile insurance premium volume.

Brazil, Brasilia, view of the city, church

u In Chile, where automobile insurance is compulsory, intense price competition prevails. Provisional life and retirement products are part of the social security system and approximately half of all insurers are subsidiaries of international firms. An open market has stabilized competition. u In Argentina, the nationalization of private pension funds has reduced the size of the life and annuity market and lowered the number of insurers. High income taxes are imposed, with profits taxed at 35% and a 10% dividend withholding tax. u Colombian investments in infrastructure are encouraging higher demand for guaranty bonds. Dividends paid to nonresident insurers are not subject to tax if the dividends are paid out of profits taxed at the corporate level. If not taxed at the corporate level, the dividends are subject to income tax at a 33% withholding rate (the law enacted in December 2014 is not clear and guidance from the Government is expected early 2015, however, it is likely that Colombian withholding agents would apply the highest rates, e.g. 39% for 2015). u In Peru, rapid economic growth is guiding changes in consumer protection, tax legislation and insurance regulation. Growth is forecast at 6% in 2015, compared with 1.5% in Brazil and 1.1% in Mexico. Many foreign companies now consider Peru safe and desirable for investment. Latin America Tax landscape for Latin American insurers The market in general Strong economic growth and regulatory reforms in Latin America have attracted global insurers, reinsurers and insurance brokers that are building positions regionally through mergers and acquisitions. Latin American-based insurers also have increased their size and market reach through cross-regional expansion, and are enhancing their capabilities in product development and risk management. Solvency II-type insurance capital management regulations should spur further industry consolidation and increase risk management sophistication. Low market penetration rates create significant opportunities as the region’s economic expansion continues. Long-standing issues like wealth disparity, insufficient tax incentives for retirement products and a poor understanding of the value of insurance are being corrected. Different economic conditions prevail: Argentina is experiencing high inflation, tight regulation and fluctuating economic conditions; both Argentina and Venezuela have strict control of foreign exchange, generally disallowing companies from paying

20 Acquisition International - February 2015

2015 Tax Awards

dividends or inter-company services and royalties outside of the country, and may limit the deductibility of certain payments; and double-digit declines in premiums in low-hazard markets in Brazil are affecting margins. Nevertheless, insurance remains a fast-growing industry across Latin America, demonstrating resilience in premiums and tolerance for expansion.

Tax systems for insurers A key concern is the region’s value added tax (VAT) system. VAT paid on the local purchase or importation of goods or services constitutes an “input VAT” that typically should be credited against the “output VAT” generated on the taxable sale of goods or services. The VAT calculation methodology is complex and usually results in some level of irrecoverable VAT, resulting in an unexpected cost when entering a market.

Some insurance product sales are exempt from VAT, such as life insurance and workers’ compensation in Argentina, life and pension insurance in Mexico, and contracts related to international trade in Chile. VAT incurred on the local purchase of goods or services becomes an irrecoverable cost for an insurance company in these countries, although it is deductible for corporate income tax purposes.

Country

Tax rate

Net operating loss (NOL)

Withholding dividends

Withholding interest

Withholding

Argentina

35%

5 years

10%

15.05% / 35%

Brazil

40%

Unlimited2

15% / 25%

Chile3

21%4

Unlimited

35%5

Colombia

39%6

Unlimited

0% / 20% / 33%

Treaty network

VAT

3.5%

Limited

0% / 21%

1.20% / 2%

Limited

2% / 5%

4% / 35%

Extensive

0% / 19%

0% / 14% / 33%

Limited

0% / 16%

Costa Rica

30%

3 years/5 years

15%

5.5%

Limited

0% / 13%

Peru8

28%

4 years/unlimited7

6.8%

4.99% / 30%

2.1%

Limited

0% / 18%

Mexico

30%

10 years

10%

4.9% / 40%

2% / 40%

Extensive

0% / 16%

Panama

25%

5 years

10%

12.5%

N/A

Limited

0% / 7%

1 2 3 4

5 6

7 8

IPT

N/A

If the amount of a dividend distribution or a profit remittance exceeds the after-tax accumulated taxable income of the payer, a separate final withholding tax of 35% may be imposed on the excess, regardless of the application of the general 10% withholding tax. Can only offset up to 30% of the company’s taxable income. Tax reform has been enacted, as noted in the Chilean section. Increase in corporate income tax: FY2014 – 21%, FY2015 – 22.5%, FY2016 – 24% and FY2017 – 25% or 25.5% for distribution system (increased to 27% for FY2018 for distribution system with only 65% creditable against dividend withholding tax). Under the attribution regime, the total tax cost should be 35% and, under the distribution regime, the total tax cost may be increased up to 44.45% in the year of the actual dividend distribution, unless the shareholder is a resident in a tax treaty country. Thirty-five percent minus corporate income tax credits, as discussed in the Chilean section. CREE (Impuesto sobre la Renta para la Equidad CREE by its Spanish acronym, is a new income tax to fund the National Learning Service (SENA) and Family Welfare Institution (ICBF)) tax surcharge from 2015 to 2018 on profits exceeding a relatively low threshold, as follows: 2015 – 5%, 2016 – 6%, 2017 – 8% and 2018 – 9%. The basic CREE tax rate is kept at 9% (the reduction of the rate to 8% from 2016 was repealed). Thus, considering a 25% corporate income tax rate, the 9% CREE tax and the proposed surcharges above, the total tax rate for Colombia should be approximately 39% in FY2015, 40% in FY2016, 42% in FY2017 and 43% in FY2018. Subject to an annual deductible limit equal to 50% of the taxable income each year. Tax rate and dividend withholding rates are applicable for FY2015 and FY2016. Tax reform has been enacted, as noted in the Peruvian section.

Acquisition International - February 2015 21

www.acquisition-intl.com

In Brazil, insurers are subject to taxes on gross revenues from the country’s Social Integration Program (PIS) and Contribution for the Financing of Social Security (COFINS). These are paid on a cumulative basis at a combined rate of 4.65% and are not a recoverable cost. Brazil also has a state VAT (ICMS, by its Portuguese acronym) and a federal VAT (IPI, by its Portuguese acronym), but these taxes do not apply to the sale of insurance products.*

Distribution channels are few but well established. Since insurers are not allowed to distribute products directly, life and retirement products are sold primarily through bancassurance. General insurance is commonly sold by independent brokers, and has traditionally centered on automobile and property, although specialty lines and micro-insurance products are growing. Competition is largely based on price.

*Other taxes include the ISS (Municipal Service Tax) tax on services and certain taxes on gross revenue and product-level taxes, such as the financial transactions tax or IOF.

Intercompany reinsurance restrictions are an unwelcome surprise to international insurers and reinsurers. Prospects are buoyed by the large infrastructure projects in preparation for the 2016 Summer Olympics.

Property and casualty insurance, automobile insurance, professional liability, and environmental and finance solutions are generally subject to VAT in Latin America, so any VAT paid should be fully recoverable for the local insurance company. In addition to the VAT, some Latin American countries impose additional layers of indirect taxes that should be carefully reviewed by local insurers (e.g., gross revenue taxes, taxes on financial transactions, net worth taxes, and stamp taxes, among others). Potential exit strategies are another tax consideration, as many Latin American countries impose a capital gains tax on the sale of domestic company shares. Also, tax administration is inconsistent in its adversarial or cooperative position with taxpayers. The transparency of administrative, legislative and judicial matters is also a concern. Brazil Brazil is Latin America’s largest insurance market, generating 48.4% of the total premiums in 2013. Brazil’s insurance industry achieved 18.8% premium growth and a market penetration rate of 3% to 4% from 2009 to 2013. Nevertheless, a double-digit premium decline in low-hazard markets is compelling insurers to seek more profitable opportunities. Life insurance is primarily term life coverage, creating opportunities to market universal, variable and whole life products.

High tax burden Brazil imposes the highest income taxes in Latin America, taxing insurer profits at 40%. Monthly turnover taxes (PIS and COFINS) are imposed at a 4.65% rate on operational gross revenue. For remittances on the importation of services, PIS and COFINS are due at a combined rate of 9.25%. The PIS and COFINS rate on ceded premiums in reinsurance contracts is 1.39% of the total amount being remitted (15% withholding tax rate on a basis equal to 9.25% of the premium). Tax losses can be carried forward indefinitely, but annual usage is limited to 30% of income. There is no withholding tax on dividends, but the withholding tax on interest is 15%, generally increasing to 25% if interest is paid to a creditor in a country with a tax rate lower than 17%. The withholding rate on ceded premiums is 1.20% to 2%. Brazil’s limited income tax treaty network is a burden for insurers. Due to the high income tax rate, insurers generally maintain a minimal amount of capital and distribute profits quickly, running counter to rating agency dictates encouraging capital to be maintained in Brazil.

The Angel of Independence (Victory column) over Paseo de la Reforma in downtown Mexico City, Mexico

Acquiring capital through debt can be achieved, but is subject to withholding tax. Markets are limited insofar as where debt originates and reinsurance is ceded. Withholding tax is recaptured only if imposed on cash flows received in countries with a foreign tax credit regime permitting recovery of taxes. Acquiring capital through external reinsurance can be accomplished, but the restrictions on internal reinsurance limit the use of traditional capital management tools. Brazil’s approach to transfer pricing causes an added tax burden for local insurers and reinsurers. Since bancassurance is the dominant channel, many life insurers enter joint ventures with Brazilian banks. These arrangements can be beneficial with respect tospeed-to-market; however, they further limit available tax planning to those areas that do not skew the economics of a joint venture arrangement. Additionally, the annual limit on the use of NOLs (net operating losses) increases the after-tax costs of growth. Brazil offers interesting tax strategies for local acquisitions (e.g., treatment of goodwill amortization) and allows payment of interest on net equity (INE). Brazilian companies are allowed to pay or declare INE at a rate established by the Brazilian Central Bank (the greater of 50% of retained earnings or 50% of the current year’s earnings). This generally results in a tax arbitrage of 25% (40% combined corporate income tax rate minus 15% withholding tax). Mexico Mexico is Latin America’s second largest market. The stability of Mexico’s economy, tax incentives promoting retirement savings and low market penetration rate bode well for insurers. New insurance regulations are driving market consolidation and specialty and consumer product lines growth. High demand for life insurance is reflected in individual life premiums, up 23% in 2013, following a 19% increase in 2012. Recent reforms in the oil and gas and electric energy sectors may generate additional insurance opportunities. Premiums grew approximately 8.1% in 2014, yet less than 10% of homes are insured for fire and theft, and less than 30% of cars are insured. Insurance products are distributed primarily through independent brokers, direct marketing and bancassurance. Open market conditions prevail and a high number of international companies are present. Premium volume is largely generated by third-party automobile liability insurance, although price competition causes high turnover. Other products include life insurance and pension products for individuals and groups. Renewable term and whole life insurance are common forms of individual coverage. Group life and accident and supplemental health policies are written by general and life insurers. Despite the open market, foreign reinsurers must register with the General Registry of Foreign Reinsurers and have minimum ratings of B+ (A.M. Best), BBB- (Fitch), Baa3 (Moody’s) or BBB(Standard & Poor’s). The national regulator, the Mexican Insurance and Bonds Commission (CNSF),

22 Acquisition International - February 2015

2015 Tax Awards

closely monitors the reinsurance industry, requiring a separate annual business plan for each line. Solvency II-type regulation Insurance regulation is evolving toward risk-based capital approaches to solvency assessment. Mexico has set a 2015 compliance date for a Solvency II-style framework. While not a full implementation of Solvency II, the regulation will have a significant impact on Mexican insurers. Mexico’s corporate income tax rate is 30%. A dividend withholding tax of 10% is imposed, although certain tax treaties may reduce or eliminate it. The federal government has the sole authority to tax, simplifying administration. Tax authorities have increased audit activities of taxpayer disclosures, particularly involving transfer pricing. In certain cases, taxpayers must demonstrate a transaction was not engineered exclusively for tax purposes. If deemed the case, authorities can re-characterize the transaction. Mexican Base Erosion and Profit Shifting (BEPS) rules restrict the deductibility of certain interest, royalties and technical assistance in situations where: 1. Payment is made to a foreign entity that is fiscally transparent, unless the shareholders or partners are subject to tax on the income of this entity and the payment is made at arm’s length View of Santiago de Chile with Los Andes mountain range in the back

2. Payment is not deemed to exist for tax purposes in the country or territory where the entity resides 3. The foreign entity does not recognize the payment as taxable income Capital management Tax losses can be carried forward 10 years. A 10% withholding tax on dividends is imposed, as is a withholding tax on interest that ranges from 4.9% to 40%, depending on the nature and jurisdiction of the creditor. The withholding tax on ceded premiums is 2%, rising to 40% if ceded to a low-tax country. Mexico has the most extensive treaty network of Latin American countries, including agreements with Peru, Colombia and Hong Kong. It recently expanded its agreement with Barbados, and signed a Tax Information Exchange Agreement with Bermuda. Renegotiated treaties with the Netherlands and Switzerland are less generous than preceding agreements. Income tax compares well to major insurance jurisdictions, making the cost of maintaining capital reasonable and diminishing the incentive to distribute profits quickly. Should Solvency II-type regulation require insurers to increase capital, larger pools may be subject to a higher country tax rate. Supplying capital via debt may be feasible if certain features of Solvency II-type regulation are adopted, but this would require regulators to adjust their current stance regarding the use of debt.

New regulations and the insurance market’s expected growth and low penetration rate will compel further industry consolidation, joint ventures, crossborder alliances and the need for additional capital. Chile The steady rate of growth in insurance premiums in Chile, the region’s third largest market, has slowed due to the impact of the global financial crisis on automobile sales and retirement savings. Penetration rates are ahead of other regions. Life insurance is sold primarily through direct sales and independent agents, whereas brokers are the predominant means of distributing property and casualty products. Bancassurance and mass marketing through supermarket chains are growing. Intense price competition prevails in compulsory automobile insurance, which generates the majority of general insurance premiums. Life and accident insurance are available for both individuals and groups. Individual products include renewable term, whole life and pensions. Group life is generally available on a renewable-term basis. Provisional life and retirement products are part of the national social security system. Workers in local pension funds mandatorily pay for group life and disability coverage. The reinsurance market is open.

Acquisition International - February 2015 23

www.acquisition-intl.com

Regulation is moving toward risk-based capital requirements and Solvency II, but limited availability of insurance talent and data analytics will slow these developments. Regulators affirm their intent to reward insurers with strong risk management practices by reflecting this in their capital requirements. The withholding tax on dividends is 35%, with an offsetting credit for income tax paid on distributed profits. The withholding tax on interest ranges from 4% to 35%, and on ceded premiums is 2% when paid to a non-treaty country. While Chile’s treaty network is not as extensive as Mexico’s, it continues to grow. Increase in corporate tax Tax reform increased the corporate tax rate to 22.5% for FY2015 and 24% for FY2016. Two taxation regimes will be enacted in 2017 as follows: 1. Attribution — CIT rate of 25% and deemed attribution of profits with total tax cost of 35% on an accrual basis. 2. Distribution — CIT rate of 25.5% for FY17 and 27% for FY18; upon actual distributions, only 65% of the CIT paid would be creditable against the 35% dividend tax cost (resulting in an effective rate of 44.45% in the year of actual dividend distribution unless the shareholder is resident in the tax treaty country). This limited CIT is applied through a refund system.

paid during FY 2015 only. u Introduction of controlled foreign corporation (CFC) rules and anti-avoidance regulations. u Transfer pricing assessments subject to a 40% penalty tax rate. u Increase in the stamp tax maximum rate from 0.4% to 0.8%. u VAT changes on real estate transactions. u Changes in the deductibility of interest expense, capital gains tax, nondeductible expenses, goodwill amortization and the carryforward process. u Elimination of the carryback of losses. As a result of these measures, internal reinsurance can be used more easily and the 2% premium withholding tax can be minimized if the reinsurer is resident in a tax treaty country. Unlimited loss carryforwards help make certain of the eventual recovery of losses usually attributed to start-up operations. Argentina Insurance premiums in Argentina, the fourth largest market in the region, have steadily increased. While property/casualty insurance premiums are growing, life and annuity products are expected to experience flat growth in the short-to-medium term.

Previously, Chile’s income tax rate was one of the lowest in the region.

Insurance is distributed primarily by independent agents and brokerage firms, which account for approximately 75% of the total premiums. Other channels include bancassurance and direct sales. Insurers are likely to improve traditional channels and be cautious about alternative channel development.

New regulations confirm the right to offset existing tax losses against future profits, and to obtain a refund for losses offset with profits distributed from other Chilean companies.

High policyholder turnover, especially in automobile insurance, typically compels insurers to reduce prices and increase commissions, which has a negative impact on underwriting profitability.

Other significant tax changes include: u The potential to distribute the accumulated taxed profits at a 32% dividend withholding tax rate with a credit for corporate income taxes

The nationalization of private pension funds and Argentina’s general sovereign risk have altered the insurance industry’s structure, reducing the size of the life and annuity market. Argentina’s insurance Buenos Aires Cityscape, Capital City of Argentina, Puerto Madero Neighborhood

regulator, the National Insurance Superintendency (SSN), has updated reserve standards and is establishing solvency requirements and improved governance and internal controls. Reinsurance must be placed with an Argentinean reinsurer. Local insurers are prohibited from making investments abroad and must maintain minimum investments in “productive initiatives.” High income tax burden Profits are taxed at a very high 35%. Tax losses cannot be carried back and have only a five-year carryforward period, with no adjustment for inflation. There is a 10% withholding tax on dividends, and an additional 35% withholding if dividends are paid in excess of the accumulated pool of taxable profits. The withholding tax on interest ranges from 15.05% to 35%, and is 3.5% on ceded premiums when paid to a non-treaty country. Argentina’s treaty network is not extensive and is with primarily European countries. Strict foreign exchange controls make it difficult to obtain approval from the Central Bank to allow resident entities to pay dividends, intercompany services and royalties outside of the country. This may limit the deductibility of certain payments. Transfer pricing is generally within OECD principles. The limited NOL carryforward period provides little time to utilize start-up or catastrophe losses, a concern considering low market penetration. In evaluating the local insurance market, insurers should consider the new regulations, restrictions on acquiring foreign currency, relative high inflation, and recent currency devaluation and technical default. Colombia Colombia’s growing economic stability and enhanced security are encouraging higher inflows of foreign investment, growing demand for exports and more favorable terms of trade with other countries in Latin America. The government is focused on decreasing budgets and public debt. Premium growth in 2013 was 8%, and penetration remains low at 2.5% of the GDP. Automobile insurance represents 25% of the market, followed by compulsory personal automobile accident protection and fire and earthquake insurance. The largest personal and life insurance line is group life, followed by private health insurance. Individual life insurance is not as developed as personal accident liability. Income tax burden Recent tax changes include: u A new CREE income tax surcharge on profits exceeding a relatively low threshold — 5% in 2015, 6% in 2016, 8% in 2017 and 9% in 2018. Considering a 25% corporate income tax rate, the 9% basic CREE tax rate plus the surcharges would result in a total tax rate of 39% in FY2015, 40% in FY2016, 42% in FY2017 and 43% in FY2018. u Reinstatement of the equity tax from 2015 to 2017 at the applicable rate in the highest bracket of 1.15% for 2015, 1% for 2016 and 0.40% for 2017.

24 Acquisition International - February 2015

2015 Tax Awards

Interest paid or accrued by Colombian residents to foreign entities on loans with a term equaling or exceeding one year is subject to a 14% withholding tax; otherwise, the applicable rate is 33%. Colombia does not have a withholding tax on ceded premiums. The Colombian treaty network is not extensive. The country has a multilateral tax treaty with Bolivia, Ecuador and Peru, and double-tax treaties in effect with Canada, Chile, Mexico, Spain, Switzerland, India and South Korea based on the OECD model convention. Foreign investment Colombia permits complete foreign ownership of insurance subsidiaries. A company group must have a commercial presence to sell policies other than international travel or reinsurance. Foreign companies are acquiring local companies to increase their market penetration. Colombia continues to engineer free trade agreements in the world’s major markets. The government also is addressing catastrophe risk through a “vulnerability reduction program” for schools and hospitals, in recognition that a 1-in250-year earthquake could cause more than US$35 billion in losses.

Peru The growing economy in Peru and its efforts to develop its financial system and insurance industry are attracting increased attention from foreign insurers and reinsurers. Peru has enacted regulations as part of a national strategy designed to spur growth, and has streamlined its insurance system. The Superintendency of Bank and Insurance (SBS) regulates insurance, reinsurance and financial entities and pension funds. Qualified nonadmitted reinsurers (NARs) can write reinsurance, and resident entities are permitted to contract insurance or reinsurance policies from NARs. Foreign insurers can act as reinsurers for a domestic insurer, assuming a BBB credit rating or by registering with the SBS and complying with its requirements. Foreign investors may establish an insurance company in Peru under the form of a corporation and designate an intermediary like an insurance or reinsurance broker. They can determine the terms and conditions of insurance in their policies, including fees and commissions. Compulsory insurance covers automobile for personal injuries, life and health insurance for employees of high-risk activities, coverage to transport hazardous materials and aviation liability.

Peru’s penetration rate is estimated at 1% to 2%. Independent agents and brokers are the primary distributors. Income tax burden Profits are taxed at 28%. Capital gains by nonresident entities are subject to a 5% income tax if transfer is made in the Peruvian stock exchange (otherwise, the rate is 30%). Tax losses cannot be carried back. To obtain relief for losses, insurers can select either a four-year carryforward period or a carryforward indefinitely subject to an annual deductible limit equal to 50% of the annual taxable income. A 6.8% withholding tax for FY2015 and FY2016 on dividends is imposed on profits distributed to nonresident entities and individuals. Withholding on interest paid to nonresidents is 30%. For interest paid to unrelated foreign lenders, the rate is 4.99% (if conditions are met). The withholding tax on ceded premiums is 2.1%. Peru has signed agreements to avoid double taxation with Chile, Canada, Brazil, Spain, Mexico, Switzerland, South Korea, Portugal and the countries of the Andean community.

Skyscrapers in downtown Bogota, Colombia

Acquisition International - February 2015 25

www.acquisition-intl.com

Principal tax reform approved includes: A reduction in the corporate income tax rate from 30% to: Fiscal year

Tax rate

u 2015–16

u 28%

u 2017–18

u 27%

u 2019

u 26%

An increase in the dividends tax rate from 4.1% to: Profits earned from

Tax rate

u 2015–16

u 6.8%

u 2017–18

u 8.0%

u 2019

u 9.3%

Main exemptions related to the insurance industry Life insurers and individuals are exempt from income tax in certain situations. These include: 1. Income that is derived from assets linked to technical reserves for payment of retirement, disability and survivor pensions within the private pension fund administration system. 2. Peruvian individuals are exempt with regard to the allowances derived from life or health insurance contracts. 3. Individuals are also exempt from income tax when the income is derived from endowment insurance contracts and life insurance contracts. Conclusion Latin American markets must balance competing interests and tax incentives to attract foreign investments from insurers and reinsurers. The gradual shift to IFRS and Solvency II will affect how these companies invest and the diversity of the risk they assume. As countries adjust their tax systems to manage their expected growth, insurers must remain flexible in their growth plans. The views and opinions expressed in this article are those of the authors and do not necessarily reflect those of Ernst & Young LLP.

Lima, Peru: Panoramic view of the main square of the city

26 Acquisition International - February 2015

Contacts Latin America Michael Shields Ernst & Young LLP +1 215 448 5291 michael.shields02@ey.com Pablo Wejcman Ernst & Young LLP +1 212 773 5129 pablo.wejcman@ey.com James Littlewood Ernst & Young LLP +1 305 415 1849 james.littlewood@ey.com Alejandro Rodriguez Ernst & Young LLP +1 212 773 6818 alejandro.rodriguez@ey.com Local country contacts Argentina Jorge Lapenta Pistrelli, Henry Martin y Asociados S.R.L. +54 11 4510 2249 jorge.lapenta@ar.ey.com Brazil Karina Emanuele Maranhao Ernst & Young Ltda +55 11 2573 3745 karina.emanuele@br.ey.com Marcus Segnini Ernst & Young Ltda +55 11 2573 3995 marcus.segnini@br.ey.com Mexico Oscar Ortiz Molina Mancera S.C. +52 55 5283 1300 oscar.ortiz@mx.ey.com

Allen Saracho Carrillo Mancera S.C. +52 55 5283 1300 allen.saracho@mx.ey.com Colombia Ricardo Ruiz Ernst & Young Ltda. +57 1484 7537 ricardo.ruiz@co.ey.com Chile Fernando Leigh Court Ernst & Young Servicios profesionales de Auditoria y Asesorias Limitada +56 26 761 350 fernando.leigh@cl.ey.com Peru Roberto Cores Ernst & Young Asesores Sociedad Civil de Responsabilidad Limitada +51 14 114 468 roberto.cores@pe.ey.com Central America Rafael Sayagues Arguello Ernst & Young S.A. +50 62 208 9880 rafael.sayagues@cr.ey.com Juan Chavarria Pozuelo Ernst & Young S.A. +50 62 208 9844 juan-carlos.chavarria@cr.ey.com Antonio Ruiz Rojas Ernst & Young S.A. +50 62 208 9822 antonio.ruiz@cr.ey.com

At Orangefield, we know the Fund business Orangefield has been offering Fund Services since the 80s, and each of our professionals has been working

Access to operational excellence

in the field of Alternative Investment Funds for many years. What we add to your Fund is the security and operational excellence that only a team with extensive experience can ensure. What’s more: we provide worldwide, full service solutions. This includes a variety of corporate services, and a global presence that simplifies your international Fund management. Key Facts • Global presence in 21 countries • Over 600 employees worldwide • More than 40 years of experience in administrative, legal and management services • $50 Billion and 7,500 SPVs under administration • SOC 1 Level 2 (USA) and ISAE 3402 Type 2, successor to SAS 70 (Europe) compliant

Offices Amsterdam • Rotterdam • Eemnes • Berlin • Hannover • Frankfurt Munich • Soest • London • Barcelona • Madrid • Cyprus • Luxembourg Malta • Vienna • Guernsey • New York • Dallas • Toronto • Cayman Islands • São Paulo • Hong Kong • Beijing • Shanghai • Guangzhou Singapore • Johannesburg • Mauritius • Aruba • Curaçao • British Virgin Islands

Visit us at fs.orangefield.com

www.acquisition-intl.com

Momentum PR Web: www.momentumpr.com

Media Relations Agency of the Year â&#x20AC;&#x201C; Canada Momentum PR is a public, investor and media relations agency serving publicly traded companies listed on the TMX. Momentum is based in Montreal, Canada and was founded in 2008 by President and CEO, Maxence GagnĂŠ-Godbout. The company specializes in launching targeted awareness campaigns for small and medium-sized public companies. Momentum PR aims to provide value to those who use its services through effective campaigning, careful client selection and timely dissemination of valuable information. Our campaign management experience includes successful communications and promotional projects for a wide variety of industry sectors, including: mining and mineral exploration; oil and gas, and energy services; and technology and life sciences. Many of our clients have grown into great success stories. This is in part a testament to Momentum PRâ&#x20AC;&#x2122;s ability to raise awareness of promising businesses. It also showcases the trust potential investors put in the companies highlighted in Momentum PR awareness campaigns. Momentum PR services public traded client companies with a range of targeted services. At Momentum, our focus is on building and driving new brand awareness, cultivating new audience interest

Songquan Deng / Shutterstock.com 28 Acquisition International - February 2015

and disseminating target market messaging on behalf of client companies, and their valued shareholders. We offer clients a basket of valued added service offerings, including; business and management consulting, media management marketing communications and investor relations services. Our campaigns employ a range of digital communications technologies to communicate company; news, collateral updates, and catalysts with the highest standards of proficiency, and professionalism. In doing so, our team strives for targeted and measureable business results, via new brand recognition, market awareness and active retail audience relationship building and communication.

Dealmaker of the Month Behind every major deal there are firms and individuals whose skills and expertise combine to see the transaction through to a successful conclusion. That’s why we’ve spoken to the executives involved in these global transactions, gaining in the process valuable and fascinating insights into the dealmaking process. We’ve certainly learned a lot from our conversations – and we hope that you will too.

www.acquisition-intl.com

Le Cabinet Jakubowicz Mallet-Guy & Associés (JMGA)

Although our sights are set on the future, we remain rooted in the traditions of the Bar.

needs to be continuously interpreted, broadening out the field of what is possible.

Web: www.jmga.fr

As legal professionals, we take care to understand the human dimension in every case that we handle.

We reject all preconceived ideas, we strive to be different with a view of the law that is open to society and ongoing freedom of action.

Le Cabinet Jakubowicz Mallet-Guy & Associés (JMGA) is a law firm with offices in Lyon and Paris covering a wide range of legal areas.

We are advisers to businesses and their directors, but also defenders of human rights. We are an organisation of human size, and we guarantee our clients availability and quality of response. We have varied training backgrounds which complement each other, and we pool our skills in the field of advisory and dispute resolution. We are all driven by the same passion for our work and we commit ourselves fully to defending the interests entrusted to us. High ethical values are our foundation, and excellence is our watchword. Our values LISTENING It is through listening to you that we are able to give you the best advice. In the tasks that you entrust us with, we protect your know-how, your vision, and your values. Our ambition is not to impose abstract solutions on you, but to build up, with you and for you, solutions appropriate to your own position and your own needs. To achieve this we always make personal relationships a priority. INNOVATING Like you, we put innovation and forethought at the forefront of our plans of action. Following the example of the work of art by Philippe Cazal which is housed in our offices, the legislation View of Saone river at sunset,Lyon, France

30 Acquisition International - February 2015

WORKING TOGETHER The structure of our firm means we can quickly bring all our energy and specialist skill to bear. Our staff of experienced lawyers is backed up by a network of partners in France and abroad. They are selected for their skills and their experience, and we accept responsibility for the quality of their contributions. Our areas of practice For us, advice and defence form two equal halves of a lawyer’s job. We combine the two to further your interests at every stage of negotiations, litigation and of arbitration. We help you with the start-up phase of your business and we support you as it expands. We meet all your company law and commercial law requirements. Our staff provide specialist help with employment law, economic law, tax law and intellectual property law, and will rally to your support if there is a crisis. We are also there if you need help in organising or defending your personal or family interests, and in managing your family assets. Our firm is renowned for its experience in family law, criminal law, press law and disaster management law. In addition, we have expertise in the fields of real estate, construction and town planning law which are dealt with by a team of specialists. Finally, we can provide training to your staff, making our experience and technical knowledge available to them.

Dealmaker of the Month - Le Cabinet Jakubowicz Mallet-Guy & AssociĂŠs (JMGA)

Acquisition International - February 2015 31

www.acquisition-intl.com

Name: Darren Loo, Principal Partner Email: darren@enolil-loo.com Web: www.enolil-loo.com (under construction) Address: M-2-9 Plaza Damas, No. 60 Jalan Sri Hartamas 1, Sri Hartamas, 50480 Kuala Lumpur, Malaysia Phone: +603 6203 2381

Enolil Loo Advocates & Solicitors Advises on Affinity Equity Partners' Acquisition of Stake in Leong Hup International Last year, Enolil Loo Advocates & Solicitors, in Kuala Lumpur, advised poultry producer, Leong Hup International, on the acquisition of a significant minority stake in the company by Affinity Equity Partners. Darren Loo, Principal Partner, told us more about his firm and the part it played in the deal.

Enolil Loo is a small but dynamic boutique partnership providing personalised, prompt, “out-ofthe-box” solutions-based legal advisory services. The practice provides a comprehensive and integrated service covering a wide range of areas in which corporate and other clients look for advice in order to implement their business decisions. At the heart of the practice, the lawyers in the firm engage in corporate finance, mergers and acquisition, capital markets, corporate commercial, structured finance, banking, corporate and debt restructuring and property law.

Enolil Loo prides itself in its ability to provide innovative and practical solutions and is constantly developing its range of services to meet the new demands of business and finance. Established as a broad- based corporate and commercial legal advisory service provider, Enolil Loo emphasises results-oriented excellence, efficiency and communication in providing professional service of the highest quality aimed at achieving long-term trust and satisfaction among its clients. Enolil Loo is dedicated to providing legal advice and service of the highest quality in an environment which encourages a flexible approach and a responsive attitude towards client relationships. Enolil Loo combines technical excellence in the law, a capacity for innovative thought and a positive approach. The lawyers in Enolil Loo handle a wide range of work so that they offer not only a depth of legal expertise but also a breadth of experience and sound commercial judgment. The deal In October 2014, Affinity Equity Partners secured its debut Malaysia investment after agreeing to buy a significant minority stake in poultry producer Leong Hup International in a deal that values the company at around US$600m, excluding debt. Leong Hup is the largest integrated poultry producer in Malaysia. Enolil Loo was retained by Leong Hup International and its shareholders to advise on and assist in every aspect of the deal, including transaction structuring, negotiation on detailed terms and conditions of the transaction, due diligence process, stamp duties and tax issues, cross border legal issues (as the group has operations across various countries including Malaysia, Indonesia, Singapore and Vietnam), securities laws and regulations and compliance. From Enolil Loo’s formal appointment as legal adviser, the deal took approximately four months to complete, says Loo – “a remarkable achievement for the deal of this size and complexity.”

32 Acquisition International - February 2015

Dealmaker of the Month - Enolil Loo, Advocates & Solicitors

Careful management of all elements of the deal was vital to its successful completion, says Loo. “A thorough understanding of the objectives and expectations of both parties - a successful family owned and run business with their strong values on the one side, and an institutional fund who bring with them an army of professional advisers on the other - and managing and bridging the gap in expectations of the company and the Investor in a win-win approach was the key to bring the deal to a successful closure.”

“Secondly, the deal involved a large group that spans across a few countries, with a tight timeline to completion. Through careful planning and thorough knowledge of the requirements for the deal execution, we were able to bring the deal to successful closure without delay or any hiccups.” Loo says Enolil Loo was proud to be involved in this significant transaction. “We will definitely continue to strive to meet every expectation of our clients, and to deliver personalised, sound and pragmatic legal advice and service to our clients,” he says.

As for the future, he says the firm will continue to provide the very highest standard of service. “Our client base has been expanding since our inception in 2003. We thank our clients for always having the confidence in us and we will strive to maintain such trust with our clients. We intend to maintain a small pool but high quality of senior and talented legal mind in order to maintain the high standard of service that our clients would always expect from us.”

During the deal, the challenges were twofold, says Loo. First was the aforementioned expectation gap of the parties. “We were able to bridge that gap through thorough understanding of the objectives and expectations of both parties, and by taking a pragmatic approach in balancing up legal and commercial considerations and recommending mutually beneficial and practical solutions.

Acquisition International - February 2015 33

www.acquisition-intl.com

Scancorp Name: Marcus Salouk Email: marcus.salouk@ scancorp.com.au Web: www.scancorp.com.au Address: Brisbane and Melbourne Phone: +61 400 183 234

Scancorp Assists in RectorSeal's Acquisition of Assets from Evolve Composites Group Marcus Salouk, Director at Australian national advisory firm, Scancorp, tells us about the part his firm played in this major deal, and gives us his thoughts on M&A in Australia.

With a 30-year history, Scancorp is one of Australia s leading boutique M&A, business broking and corporate advisory firms. Scancorp has a national presence with representatives across Australia. The firm specialises in assisting Australian small- to mid-sized companies to sell all or some of their shares or assets; acquire assets; prepare for sale or investment; and undertake critical commercial transactions such as bidding for tenders. Scancorp also assists foreign firms to acquire Australian assets and to enter the Australian market. While Scancorp s M&A practice operates across all industries, the firm also specialises in specific verticals, particularly where deep industry expertise is required to support more complex transactions such as roll-ups. At present, Scancorp has industry experts in logistics and transportation, hotels and hospitality and medical. In Australia, the market for M&A professionals who are focussed on small and medium sized privately held companies is highly fragmented, says Marcus Salouk, Scancorp s director. Scancorp s philosophy is to deliver tier-1 level expertise to the small and mid-market. When asked how Scancorp is positioned against other Australian M&A firms, Marcus Salouk sites the following 7 points of differentiation: • • • •

•

• •

34 Acquisition International - February 2015

Scancorp has a 30-year history in M&A, business sales and corporate advisory; The firm’s management gained their experience at tier-1 advisory, consulting and M&A firms; Scancorp s team has a combined experience of over AU$10bn in transactions; With expertise in advisory as well as M&A, Scancorp is able to assist companies to expand through acquisition and is positioned to assist foreign companies to enter the Australian market via acquisition; Scancorp operates industry verticals which are led by industry experts with tools and processes tailored for the industry; Scancorp has representatives across Australia as well as networks across Asia; and Scancorp operates under an Australian Financial Services License (AFSL).

The RectorSeal deal Through the transaction, RectorSeal (a leading Texas-based manufacturer of chemical and specialty products for professional tradesmen) acquired the PolyslabTM, Evo-CreteTM and related HVAC brands from Evolve Group (a leading Australian product design and commercialisation company). This was an important transaction for both parties because it enabled RectorSeal to enter the Australian market through the acquisition of a profitable business, says Salouk. The acquisition should enable RectorSeal to enter Australia faster and more profitably than it would have through organic entry. For Evolve, the transaction enabled the firm to expedite the commercialisation of its pipeline of new products. Scancorp served as M&A adviser to Evolve, with which it has been working for over three years. During the RectorSeal deal, Scancorp promoted, facilitated and project managed the transaction. We were also pleased to assist RectorSeal with structuring its acquisition, supporting its entry into the Australian market and with the development of a post-acquisition plan to ensure a smooth transition, Salouk says. We continue to provide post- transaction support to both parties. The deal took approximately seven months to complete, he adds. In the 2 years prior to completing the RectorSeal deal, Scancorp had assisted Evolve with several transactions including the acquisition of Poolrite under administration, the international tender and sale of a subset of the pool assets, and with the merger and subsequent acquisition of a leading manufacturer. M&A in Australia Salouk says Scancorp has identified several key issues that it believes could impact on M&A for privately held companies in 2015. These include: the lower Australian dollar (over the past seven months the Australian dollar has depreciated by 18% against the US dollar); new free trade agreements with China, Japan and Korea; continued offshoring and crowdsourcing which is disruptive to industries historically dependent on higher cost local labour;

Dealmaker of the Month - Scancorp

and redundancies of white collar and technical professionals due to the ongoing slow-down in the resources sector, reduction in the public sector and slower economic growth. For large and listed companies, Scancorp expects that M&A in 2015 will be defined by: large infrastructure transactions stimulated by government privatisation programs; industry consolidation within the resource sector largely due to the fall in commodity prices; increased inbound activity due to the lower Australian dollar; and increased outbound activity, whereby Australian companies will increase offshore acquisitions as they seek higher yields and international currency exposure. However, for smaller privately held companies Salouk says there are a number of key trends that could emerge in 2015:. 1. Firstly, he expects increased demand for businesses backed by differentiated intellectual property with international application. In 2014 Scancorp led the marketing process for the owners of technology assets. More than 30 enquiries were received from US-based financial and trade prospects demonstrating strong demand for IP backed products.

2. Scancorp anticipates accelerated consolidation within certain industries such as: design services (due to the increase in crowdsourcing and offshoring which will create significant price pressures for Australian design firms); mining and engineering services (the significant decline in commodity prices will force some firms to shrink and consolidation will become a survival mechanism enabling them to reduce overheads and complement their capabilities); accounting and financial planning firms (where continuing consolidation is expected as firms look to become more efficient and acquire additional expertise to improve vertical integration); and services to the 55+ demographic (where demand for services ranging from health, leisure and retirement will continue as the baby boomers continue to swell the retiree numbers). 3. Then Salouk adds that they expect to see improving prospects for previously distressed industries. The devaluation of the Australian dollar may improve the prospects for sectors such as manufacturing where some SMEs were previously uncompetitive due to high labour costs. Similarly, with the reduction in cost of fuel, transportation businesses are likely to see a significant improvement in their gross profit margins.

4. Ultimately, Scancorp predicts increased demand for Australian SME assets from international buyers. With the fall of the Australian dollar, Australian assets have become cheaper for international buyers. Additionally, he expects recent federal initiatives, such as the Significant Investor Visa and Free Trade Agreements, will support an increase in interest from international buyers.

Acquisition International - February 2015 35

www.acquisition-intl.com

Tavernier Tschanz Email: mail@taverniertschanz.com Address: 11-bis, rue Toepffer CH - 1206 Geneva Phone: +41 22 704 3700 Fax: +41 22 704 3777

Tavernier Tschanz is one of the leading Swiss business law firms. Its multilingual practice covers all areas of business and commercial law for both domestic and international clients.

We care for results For you and for us, success matters and, as much as possible, success with style. As a dedicated team of entrepreneurs at the service of entrepreneurs we intend to make a decisive contribution to the success of your projects, by the quality of our services and by our determination to succeed. You are, in an absolute sense, at the centre of our concerns and activities. The success of your projects is our main concern. We have a passion for efficiency We have made it a rule always to seek the simplest way to the goal. With all of our talents, imagination and creativity, we seek solutions which are efficient by the very reason that they are perfectly adapted to your needs and projects. We are careful not to become prisoners of patterns, a-prioris, or modes of thinking. This is why we will spend time and efforts trying to understand your culture, aspirations and values,

36 Acquisition International - February 2015

analyzing your activities and projects and defining, as precisely as possible, the purpose of the tasks with which you entrust us and the context in which the transactions in which you ask our assistance are being conducted. We work as a team We have organized ourselves to offer you the advantage of the extraordinary strength, in terms of competence, availability and talents, of a fully integrated firm with the unreserved sharing of information, knowledge and a very high degree of solidarity. We wish to serve you with kindness and dedication while being careful to maintain, at all times, a total freedom of thinking and of action as a mark of the reciprocal esteem in which we hold each other. We seek professional excellence For the respect we owe you to be a reality, we have put the emphasis, first, on the professional excellence in the services which we render, demanding from our lawyers to be constantly at the leading edge of the knowledge and of the practice of our profession.

Deal of the Year 2014 Our Deals of the Year 2014 celebrate the transactions that defined the global business landscape over the last 12 months.

www.acquisition-intl.com

Web: www.oandoplc.com

Oando Plc Acquires Assets from ConocoPhillips In July 2014, Oando, one of Africa’s largest integrated energy solutions providers, acquired ConocoPhillips’ Nigerian oil and gas business for $1.5bn. We took a closer look at this landmark deal. Currently, many in Western markets are wary of what exposure to emerging markets could mean for their margins – meaning local players are able to reclaim a share of the domestic market. One such firm is Nigeria’s Oando – already among Africa’s leading energy providers, and enjoying a newfound status as one of the region’s premier oil and gas producers. Made up of six entities, Oando has listings on the Nigerian, Johannesburg, and Toronto stock exchanges, and has headed operations in exploration and production, energy services, gas and power and downstream activities, and has made a number of pioneering breaking advances in the Nigerian energy sector. But now, the company is setting its sights even higher, starting with its recent US$1.5bn acquisition of ConocoPhillips’ hydrocarbons assets. The landmark acquisition has transformed Oando into Nigeria’s leading indigenous exploration and production company, with a total hydrocarbon production of approximately 53,000 boe/d (barrels of oil equivalents), 2P reserves of 230.64 MMboe (millions of barrels of oil equivalents) and 2C resources of 547 MMboe. Furthermore, the transaction is immediately cash generative, with expected annual revenues of over US$600m and 50% earnings before interest, taxes, with depreciation and amortisation margin to boot. The deal has increased Oando’s capacity eight-fold: pre-acquisition, the company had a production rate of approximately 5,000 bpd. The agreement has rapidly consolidated its stature as a leading name in the West African oil and gas business. Although the country’s overall production rate is far short of what it once was (due mainly to theft and sabotage) the company expects the production rate to climb by another 600,000 bpd over the next five years, on top of two million barrels produced daily already. With an ambition to produce 100,000 bpd before 2019, Oando’s position in the African energy market seems set only to become stronger. The ConocoPhillips deal illustrates just how far the Nigerian oil and gas sector has come in terms of growth and development, and the increasing measures taken by home-grown companies to put their stamp on the domestic market. “We believe in

38 Acquisition International - February 2015

the significant potential that the Nigerian oil and gas industry holds and are privileged to play a pivotal role in its consolidation, growth and development,” says Wale Tinubu, Group Chief Executive of Oando. “We will continue to seek strategic opportunities that provide a platform for enhanced growth and value creation for our stakeholders.” After selling its Algerian oil business last year for US$1.75bn, ConocoPhillips, which is America’s thirdlargest integrated energy company, has again opted to reduce its emerging market operations and hone in on home-grown shale riches, principally in North Dakota and Texas. The development has, however, given local players a greater say in the domestic energy market, not least in the case of Oando, which has recently emerged as a key constituent of the region’s ever-evolving hydrocarbons sector and an attractive investment partner. Originally signing on to a sales and purchase agreement (SPA) with ConocoPhillips in December of 2012, the transaction was concluded in July 2014. “This transaction represents a transformational leap forward for our company and is in keeping with our overall strategy to grow our portfolio of Nigerian-based assets, by focusing on those opportunities that deliver high quality growth in reserves and production,” said Upstream Head, Pade Durotoye, CEO, Oando Energy Resources, shortly after the deal was closed. “Our management team is familiar with these assets and possess the managerial experience and technical expertise necessary to unlock their value for our shareholders.” The net cash consideration for the transaction was approximately US$1.5bn, after customary and working capital adjustments, plus a deferred consideration of US$33m. A deposit of US$550m was paid to ConocoPhillips to underpin the closing commitment from the date of signing the sale and purchase agreement in December 2012, to closing in July 2014. The financial structure of the acquisition was funded with a 50/50 debt/ equity mix, made up of proceeds from a US$450m senior secured facility, US$350m for a corporate loan facility, US$100m from a subordinated loan facility, US$50m from a private placement offering of Oando shares, and balance proceeds from a US$1.2bn shareholder loan facility agreement with Oando PLC – converted to equity.

Deal of the Year – Oando Plc Acquires Assets from ConocoPhillips

Oando’s key financial partners included BNP Paribas, Standard Chartered Bank, Standard Bank, African Export-Import Bank, FBN Capital and FCMB Capital. Oando believes the deal represents an opportunity for the company to expand upon its presence in the global energy market, and create value for its shareholders. For example, the total reserves and resources tied to the transaction amount to probable reserves of 211.6 MMboe, best estimate contingent resources of 509.1 MMboe and unrisked best prospective resources of 669.7 MM- boe, represent a sizeable increase on reserves prior to the acquisition.

The deal will also see the company acquire a 20% working interest in Nigerian Agip Oil Company’s (NAOC) operations, who currently oversees forty discovered oil and gas fields, 24 of which are well into the production phase. The joint venture, comprising Nigerian National Petroleum Corporation, Eni, and now Oando via OER, also boasts an impressive portfolio of 40 identified prospects and leads, 12 production stations, three gas processing plants, and close to 1500km of pipelines.

Prior to the transaction, Nigeria’s production stemming from its ConocoPhillip onshore assets averaged at 36,494 boe/d through 2013, and in the first half of 2014 came to 39,266 boe/d. In addition to the company’s production capacity, OER onshore assets include a further 211.6 MMboe of proved and probable reserves, 217 MMboe of best estimate contingent resources and 333.6 MMboe of unrisked best prospective resources. The company’s offshore assets, meanwhile, are drawn from shares in six fields and eight prospects, which together contain a total of 292.1 MMboe of best estimate contingent resources and 336.1 MMboe of unrisked best prospective resources. However, Oando’s end of 2013 proved plus probable reserves of 230.6 MMboe, best estimate contingent resources of 547.3 MMboe, unrisked best prospective resources of 2,064.6 MMboe and a half year, 2014 production of 44,512 boe/d. With half of the deferred consideration of US$33m due six months after closing the deal and the remainder due by 12 months, OER looks set to increase its cash flow in the immediate term.

Acquisition International - February 2015 39

www.acquisition-intl.com

Web: www.lithia.com

Lithia Motors Acquires DCH Auto Group In October 2014, Lithia Motors, Inc. announced that it had completed the purchase of DCH Auto Group Inc., one of the 10 largest dealer groups in the US.

Walt DeBoer founded Lithia Motors in 1946 as a Chrysler-Plymouth-Dodge dealership in Ashland, Oregon. Following Walt’s death in 1968, Walt’s son Sid, along with Dick Heimann, grew the business to include five stores and 19 franchises in Southern Oregon. In December 1996, this collection of dealerships was transformed into Lithia Motors, Inc., a publicly traded company. Today, Lithia is one of America’s largest automotive retailers featuring most domestic and import franchises. Its stores serve urban and rural populations throughout the Western and Midwest United States. Lithia Motors, Inc. announced in October 2014 that it had completed the purchase of DCH Auto Group Inc., one of the 10 largest dealer groups in the country. DCH’s 27 stores, located in Southern California, New Jersey and New York, will be combined with Lithia’s 101 stores in the Western United States. The DCH stores are estimated to generate approximately US$2.3bn in annualised revenue, and are expected to increase 2014 earnings per share by approximately US$0.12 to US$0.14, excluding acquisition costs. Lithia expects to incur pre-tax costs associated with the transaction of approximately US$0.06 to US$0.08 per share in 2014. The combined organisation will pursue two growth opportunities: the exclusive franchise, small- to medium-size market strategy that is Lithia’s hallmark and the large metropolitan market strategy the DCH management team has honed since the 1970s.

40 Acquisition International - February 2015

Lithia anticipates this will more than double the potential acquisition opportunities. The transaction was funded by approximately US$364m in cash, the issuance of 268,770 shares of Lithia common stock, incurring US$230m of vehicle floorplan debt financing, and the assumption of nonfloorplan debt of US$53m. In conjunction with the transaction, Lithia increased its syndicated credit facility by US$700m and will increase outstanding mortgage debt by US$100m. After the transaction, Lithia will have approximately US$190m of remaining liquidity. The combined organisation’s brand mix is more diversified with approximately 26% Honda, 21% Toyota, 18% Chrysler, 9% General Motors, 7% BMW, 5% Subaru, 3% Ford, 3% Volkswagen, 3%, Nissan, 2% Mercedes Benz and 3% other brands. The DCH stores will continue to be led by the current management team, with George Liang, DCH’s President, reporting directly to Bryan DeBoer, Lithia’s President and Chief Executive Officer. It is expected that Shau-wai Lam, founder and DCH Chairman Emeritus, will join the Lithia Board of Directors in April 2015. Bryan DeBoer commented, “Since the announcement of our combination in June of this year, we have visited each of the DCH stores with their management team and believe our similar cultures and values, along with empowered store leadership, will position us for success now and in the future. We also look forward to welcoming Shau-wai Lam to our board of directors. His depth of industry experience and manufacturer knowledge will be invaluable in the years to come.”

Deal of the Year â&#x20AC;&#x201C; Lithia Motors Acquires DCH Auto Group

Acquisition International - February 2015 41

www.acquisition-intl.com

Apcera Name: Derek Collison Web: www.apcera.com

Ericsson Acquires Majority Stake in Apcera We take a closer look at Ericsson’s September 2014 acquisition of a majority stake in Apcera, a US-based enterprise services company.

In September 2014, after just three months of discussions, Ericsson took a majority stake in Apcera and invested significantly in Apcera’s growth trajectory. Soon afterwards, Apcera released its policy-driven platform called Continuum, a PaaS++ that deploys, orchestrates and governs a diverse set of workloads – from apps and services to operating systems and Docker containers – on premise and in the cloud. The solution is now in use by Global 2000 companies and telco service providers.

integrated within both public and private clouds, and the lack of visibility into performance of all infrastructure and workloads.

Apcera was founded in 2012 by former Google and VMware executive Derek Collison, who designed and architected the industry’s first open platform-as-aservice (PaaS), Cloud Foundry, while at VMware. His goal with Apcera was to create a solution that addresses the limitations of conventional PaaS, integrating policy and security consistently across all IT environments while enabling a faster time to market.

“The hybrid cloud is hitting an adoption tipping point, with more than 65 percent of enterprises indicating they will commit to hybrid cloud technologies in 2015 alone. Apcera sees a great opportunity in helping these organizations ensure the success of their hybrid cloud deployments,” said Collison, Apcera’s founder and CEO. “The investment furthers Ericsson’s goals to grow its cloud business. And it enables Apcera to support the explosive market demand through faster business scaling of our offering, anticipated growth of our workforce by 300 percent this year, and allowing us to more quickly deliver a hybrid cloud solution based on policy and governance that is required by global enterprise IT organizations and telcos.”

As enterprises move to the cloud, and increasingly adopt a hybrid cloud strategy to improve their agility and reduce cost structures, they are faced with numerous deployment and management challenges. Among the problems enterprises encounter in the hybrid cloud include an inability to adequately and consistently apply policy and ensure security across all IT environments, a diversity of management tools purpose-built for a specific cloud provider or hardware/software vendor that are not easily

42 Acquisition International - February 2015

Apcera’s Continuum platform can address these pain points by serving as a hybrid cloud operating system, enabling consistent application and enforcement of policy, providing insight into operations and management of access to computing resources both on premise and in public clouds.

Ericsson’s head of cloud strategy, Jason Hoffman, and Collison spearheaded the deal, which included Apcera retaining its name and continuing to operate as a standalone company with Collison at the helm.

Deal of the Year - Ericsson Acquires Majority Stake in Apcera

Acquisition International - February 2015 43

www.acquisition-intl.com

GCL New Energy Holdings Limited Web: www.gclnewenergy.com

GCL New Energy Becomes a Listed Subsidiary of GCL-Poly Through a Reverse Merger My name is Tien Chau, I am the CFO of GCL New Energy Holdings limited. Please tell us a little about GCL New Energy Holdings Limited. GCL New Energy was established in May 2014. As a member of GCL group, the company has strong expertise in developing, EPC and operation of solar projects. The company provides high quality solar energy in order to build an environmental friendly society, and provides a valuable investment platform for the photovoltaic industry. GCL New Energy leverages the resources and experiences of the GCL Group in developing its solar energy business. How would you describe the current business environment in your region? After the downturn during late 2011 to first half 2013, the industry has recovered and became a more mature industry. Supply and demand are in balance and the conversion efficiency of solar products is improving continuously. Emerging markets are accelerating the development of solar industry, for example, China is increasing the solar installation target each year and is issuing more policies to make sure the development of solar in China. China targets 100GW accumulated solar installation by 2020, and, with the cost being reduced continuously, we expect more countries to reach grid parity in the coming few years. In May 2014, GCL New Energy (also known by its stock code on the Hong Kong Stock Exchange, 451)

44 Acquisition International - February 2015

became a listed subsidiary of GCL-Poly through a reverse merger. Then, from the second half of 2014 onwards, the business was transformed into a solar energy company. What were the strategic aims behind the deal? The biggest challenge for 451 is not technical on deal transaction, but the firmâ&#x20AC;&#x2122;s strategic positioning. Finally, leveraged on the low cost structure across the solar industry value chain, our top management team position it as a professional pure-play solar power generation company. Now, we are the Chinaâ&#x20AC;&#x2122;s largest pure-play solar IPP with self-development, EPC and O&M expertise. What are your predictions for the future, regarding the parties involved in the deal and are there any specific plans for your business that you can share with us? In terms of financing, to build up efficient end-toend financing platform to support the growth of the company. In terms of business model, to further strengthen in-house self-development, EPC and O&M capabilities across the value chain so as to further reduce cost. In terms of growth areas, to continue to focus on utility-scale projects but will also consider expansion into other high growth business segments such as distributed generation and agriculture solar. China will remain as the primary geographic focus area with possible expansion into selected international markets such as the US and Japan.

Deal of the Year â&#x20AC;&#x201C; GCL New Energy becomes a listed subsidiary of GCL-Poly through a reverse merger

Acquisition International - February 2015 45

www.acquisition-intl.com

Yes Bank Raises US$500m through QIP In May 2014, YES BANK, India’s fourth largest private sector bank, successfully closed a qualified institutions placement to raise US$500m. We take a closer look at this major deal.

Web: www.yesbank.in

YES BANK, India’s fourth largest private sector bank, is the outcome of the professional and entrepreneurial commitment, vision and strategy of its founder, Rana Kapoor, and his top management team, to establish a high quality, customer-centric, service-driven, private Indian Bank catering to the Future Businesses of India. YES BANK has adopted international best practices, the highest standards of service quality and operational excellence and offers comprehensive banking and financial solutions to all its valued customers. YES BANK has a knowledge-driven approach to banking and a superior customer experience for its retail, corporate and emerging corporate banking clients. YES BANK is steadily evolving its organisational character as the professional’s bank of India, with the uncompromising vision of “Building the Best Quality Bank of the World in India by 2020!” YES BANK’s US$500m QIP YES BANK’s US$500m qualified Institutional placement, on 30 May 2014, was among the first significant capital raising in India after the formation of the new government which took oath on 26 May 2014. The QIP was immaculately timed to capitalise on the revival of economic sentiments in India under the new government’s leadership. The QIP was also a landmark trendsetter in the industry, and there were many fund raising deals which took place in the weeks after YES BANK’s QIP was concluded. Details of the Deal • Issue of 5.35 Crore shares at Rs550.00 per share (at a premium over yesterday – 29 May 2014 closing price of NSE - INR 548.15) aggregating to US$500m, resulting in a dilution of 12.9% on the expanded capital base. • Increases Total Capital Adequacy to over 18% and Tier I Capital of over 13%, ensuring that the bank is well positioned for growth. • Eligible Capital Funds over Rs15,000 crores, Shareholder funds cross Rs10,000 crores. • Post issue book value of approximately Rs243 per share • QIP oversubscribed by over 5X, representing aggregate demand of over US$2.5bn. YES BANK, India’s 4th largest private sector bank, announced in May 2014 that it had successfully closed a qualified institutions placement to raise US$500m (Rs2942 Crores). The bank will issue 5.35 crores shares at Rs550.00 per share, a premium to the previous day’s Closing Price (NSE – INR 548.15). The placement increases the overall capital adequacy

46 Acquisition International - February 2015

to over 18% and Tier I Capital of around 13%. The additional capital now brings the total shareholders’ funds to Rs10,033 crores, and the total capital funds to Rs15,154 Crores pursuant to the QIP. The issue opened with share sale of US$500m and was oversubscribed over five times, generating an aggregate worldwide demand of US$2.5bn. The overall allocation to foreign institutional investors is approximately 40% from USA/ Europe, 30% from Asia, and domestic insurance companies and mutual funds accounting for the balance approximate 30% ensuring a well-diversified representation and demand from all significant global investors across the world. The capital raising comes on the back of record profits of Rs1,617.78 Crores delivered by the bank in FY 2013-14. On the successful completion of the equity issuance, Mr Rana Kapoor, Managing Director and CEO said, “YES BANK has once again demonstrated its ability to augment capital backed by its robust financial performance across economic cycles. This reinforces the strong faith of high quality international and domestic institutional investors in the business and financial model of YES BANK. This capital raising has been consummated to further augment our core Tier I capital base/capital adequacy, and enhance the long-term resources of YES BANK ensuring that the bank is extremely well positioned to benefit from significant growth opportunities that will accelerate with the improving political and economic environment in India.” Kapoor added, “The capital Book Running Lead Managers (BRLM) – GS, Deutsche, HSBC, UBS, JM and Motilal Oswal, did an exemplary and well timed global transaction of significant magnitude for YES Bank, and potentially, a catalyst for future global capital raisings from our country - India. GS was instrumental in bringing the largest anchor investor to this global capital raising transaction”. Goldman Sachs (India) Securities Private Limited, Deutsche Equities India Private Limited, HSBC Securities & Capital Markets (India) Private Limited, JM Financial Institutional Securities Limited, Motilal Oswal Investment Advisors Private Limited, and UBS Securities India Private Limited were the Book Running Lead Managers to the QIP issue. The Legal Advisors to the transaction were Linklaters, Allen & Overy, Amarchand Mangaldas & Suresh A. Shroff & Co., and Luthra & Luthra Law Offices. The Statutory Auditors were S. R. Batliboi & Co. Chartered Accountants.

Deal of the Year 2014: Yes Bank Raises US$500m through QIP

Acquisition International - February 2015 47

www.acquisition-intl.com

Name: João Figueiredo Web: www.bancounico.co.mz Address: Av. Julius Nyerere, nº 590, Mozambique, P.O. Box 3698 Phone: +258 21 488400 Fax: +258 21 488484

Banco Único – Tailor Made Solutions for Investors Established just three years ago, Banco Único is one of Mozambique’s fastest-growing financial enterprises, offering a diverse range of cutting-edge financial products and banking services for individuals and local and foreign companies of all sizes and across all sectors of the Mozambican economy.

One of Mozambique’s youngest but fastest-growing financial enterprises, Banco Único has enjoyed a meteoric rise since it was established just three years ago thanks to its dynamic and passionate approach to banking and focus on tailor-made solutions for clients. Headed by industry veteran João Figueiredo – who in 2013 was awarded the prestigious title of African Banker of the Year – Banco Único boasts an ability to adapt to the need of every company operating or investing in Mozambique, irrespective of its sector.

Already the sixth largest bank in Mozambique, Banco Único offers a diverse range of cutting-edge financial products and banking services for individuals and local and foreign companies of all sizes and across all sectors of the Mozambican economy. Revealing the secret to their outstanding success, Figueiredo explains how the ambitious bank has gone from strength to strength and achieved such an impact on the country’s financial services landscape in such a short space of time. “We recreated the way to do ‘banking’,” says the CEO and Chairman. “Our range of products is vast and includes all products commonly offered by banks, from mortgage lending to consumer leasing among others, but more than selling products and services, we design solutions for our clients. This transforms Banco Único in a ‘tailor-made bank’. A bank inspired by customers, that does not sell products but builds a common future, fully-aligned with their needs and providing value added solutions. This is the great secret of Banco Único and makes the difference.” According to Figueiredo, the group’s ability to customize financial products and services for each client according to their specific industry or business area allows Banco Único to take advantage of greater amount of business and investment openings. “We have a division of investment banking. This division has the ability to work to capture business opportunities,” he explains.“ We have managers with substantial experience in the market who are able to identify investment opportunities here. We believe that partnerships have to add value and must be based on providing mutual competitive advantages. We have the ability to build these partnerships between international companies and local businesses.”

48 Acquisition International - February 2015

Deal of the Month Welcome to our monthly look at the biggest deals taking place across the business world.

www.acquisition-intl.com

Capital Confirmation Inc. Name: Christopher Schellhorn Email: chris.schellhorn@ confirmation.com Web: www.confirmation.com Address: 214 Centerview Drive, Suite 265, Brentwood, TN 37027 USA Phone: +1 615 844 6222

Confirmation.com Acquires LegalConfirm In November 2014, Confirmation.com, the world’s leading provider of electronic audit confirmation services, acquired LegalConfirm, a Maryland-based provider of electronic legal confirmations. Christopher Schellhorn, Chairman and CEO, Confirmation.com, tells us more about the deal – the latest stage in the company’s rapid growth.

Confirmation.com is the world’s leading provider of electronic audit confirmation services. “Our multipatented solution ensures control and brings greater integrity to the process of validating the receivables, cash, debt, investments and legal representations within audited financial statements,” says Christopher Schellhorn, Chairman and CEO. Confirmation.com’s electronic confirmation service was used by auditors to catch the US$215m Peregrine Financial Group (PFGBest) fraud, the multi-million dollar Shepherd Major Play Option Fund fraud, the China MediaExpress fraud and other financial frauds. Today, the company serves more than 12,000 accounting firms, 100,000 auditors and 1,000’s of banks and responding organizations around the globe. The deal In November 2014, Confirmation.com acquired LegalConfirm, a Maryland-based provider of electronic legal confirmations. As part of this acquisition, LegalConfirm will relocate to Confirmation.com’s corporate headquarters in Brentwood. This was the second acquisition for Confirmation.com in 2014, having acquired ProConfirm in the UK in late July.

The deal, which took less than 90 Days from the time of initial discussions to closing, says Schellhorn, represents further “rapid expansion of the confirmation.com service offering”. The deal came about after a friendly conversation between Brian Fox, Founder of Confirmation.com, and Payton Baran, Founder of LegalConfirm, says Schellhorn. “As Confirmation.com identified that it was preparing to launch its initial version of a legal confirmation service to complement its existing audit confirmation process, it became apparent to both parties that a combined effort made infinitely more sense than competing for this space. Confirmation. com has already made significant inroads with accounting firms, with over 12,000 user firms worldwide, and coupled with the market experiences that the LegalConfirm team brought to the table, a win-win scenario existed.” Due to the friendly nature of the ongoing dialogue, there were no challenges completing the transaction, he adds. Asked how will the deal affect Confirmation.com’s business and its customers, Schellhorn says, “Our audit users and their clients will see significant improvement in the turnaround time required to complete a legal confirmation. In conjunction with Confirmation.com’s other confirmation services the expanded service offering provides accountants with a one-stop shop for all their confirmation needs with a significantly better and more secure process. The expanded service allows accountants and their clients to have confidence that their information is handled efficiently and securely while at the same time allowing both law firms and CPA firms to centralise responses and track them in real-time.” The success of the deal in a year’s time will be assessed in terms of growth in transaction volume and users, Schellhorn says. As for the future, Schellhorn says Confirmation.com continues to see significant interest in and expansion of its growing services both domestically and on a global basis. “Demand has never been higher for the efficiency gained and the improved security of using the service,” he says.

50 Acquisition International - February 2015

Deal of the Month - Confirmation.com acquires LegalConfirm

Acquisition International - February 2015 51

www.acquisition-intl.com

Name: Florian Kemmerich Email: fkemmerich@histide.com Web: www.histide.com Address: Chaltenbodenstrasse 8, 8834 Schindellegi, Switzerland

Histide Raises CHF4.5m Series A Investment Round In November 2014, Swiss biotech company, Histide, announced the closure of a series A financing round of CHF4.5m to expand further its IP licensing pipeline and clinical development of its innovative Recoding Molecules™. Florian Kemmerich CEO, told us more about the deal. Histide is a private Swiss biotech platform company of non-mutagenic extracellular therapies addressing tissue and disease healing. Based on the universal understanding of the mechanisms underlying mammalian cell behaviour, Histide has created an innovative platform of complex microenvironments with the capacity to dictate the precise commitment of various cell types. These include cells from different tissue origins and at contrasted differentiation stages, ranging from stem cells to specialised mature cells. In contrast to previously developed gene therapies or RNA based therapies, the Histide technology has the major advantage of not requiring the introduction of foreign molecules inside the cell which in turn may be irreversibly harmful to its functioning. Recoding Therapeutics™ are instead an extracellular technological approach that promotes and stimulates the cell’s natural capacities to redirect its own fate by integrating accurate micro-environmental recoding signals. This allows for a precise and fine functional tuning that offers a master control over the cell biology. Recoding Therapeutics are the closest to the natural cell physiology, hence, providing significantly improved safety and efficacy. They have the potential to address a wide range of altered cell conditions and diseases through the regeneration of a large majority of the human body tissues.

Histide has created a broad and disruptive intellectual property portfolio including Recoding Molecules™, micro-environmental design and therapeutical development being a technological break-through with vast indication spectra of pharmaceuticals, medical devices and medical cosmetics. Financing innovation In November 2014, Histide announced the closure of a series A financing round of CHF4.5m to expand further its IP licensing pipeline and clinical development of its innovative Recoding Molecules. The round was led by PARTER Capital Group AG, Switzerland, and a group of private investors. “In our case we decided to have the Series A focused on private investors and a private equity company to help us build out and accelerate our platform technology,” says Histide’s CEO, Florian Kemmerich. The deal, from the start of the roadshow until closing, took just over three months, he says. Histide decided at this stage to focus on investors who know about, and believe in, the company, Kemmerich says. “Being an early stage company with a breakthrough technology we firstly focused on friends and family investors with a comprehension and heart for the major benefit for patients, and the willingness to accompany us on this journey.” Any deal has its challenges, though, and one major challenge for Histide lay in explaining to the investors at a very early stage, in a simple way, what its IP platform of over 2,500 pages looks like, and how this would be translated into drugs and drug devices, says Kemmerich. Looking ahead This Series A funding, says Kemmerich, provides Histide with the necessary capital to wrap up the stealth phase, have a fully operative company and start selling our licenses to pharma and device and medical cosmetics corporations. As for measuring the deal’s success, Kemmerich says, “We will see this deal together with our investment partners as the initial milestone for the future of our business.” Looking to the future, Kemmerich says Histide may, depending on its licensing deals, decide to do a Series B round to expand its footprint significantly – “or rather stay focused on the discovery stage for our existing IP pipeline.”

52 Acquisition International - February 2015

Deal of the Month - Histide Raises CHF4.5m Series A Investment Round

Acquisition International - February 2015 53

www.acquisition-intl.com

Name: Jason Brown, Chief Executive Officer Email: jbrown@ archwaytechnology.net Web: www.archwaytechnology.net Address: 9100 Keystone Crossing, Suite 830, Indianapolis, IN 46240 USA Phone: +1 317 819 5500

Archway Technology Partners Acquires WealthTouch In November 2014, Archway Technology Partners, an Indianapolis-based provider of software products and outsourced support services for the investment management and private wealth management industries, acquired WealthTouch, the leading provider of outsourced multi-asset, multi-custodial consolidated wealth reporting. Jason Brown, CEO, Archway Technology Partners, took us behind the scenes of this exciting deal. Over the course of the last decade, Archway Technology Partners has been at the forefront of the consolidated accounting, investment management and reporting industry, providing the single most comprehensive and powerful solution for empowering family offices to deploy, protect and grow their clients’ wealth. The firm’s proprietary, enterprisegrade software product has been purpose-built to serve the full universe of complex family wealth back- and front-office needs through a single, integrated platform: from internal accounting, billing and investment management to a state-of-the-art end client portal and reporting. As a result of both the exceptional comprehensiveness and flexibility of the platform, clients span the wealth management industry, from many of the largest Single and MultiFamily Offices in the world, to leading global Private Banks, RIAs, Hedge Funds and CPA Firms. Already the largest private wealth management and reporting platform in the space, Archway has now dramatically redefined the market with its recent acquisition (November 2014) of the consolidated investment reporting firm WealthTouch Holdings, Inc. This strategic move significantly extends Archway’s service offering, as well as deepens and expands the firm’s market reach and penetration. Together, the combined firms represent US$200bn in client assets across thousands of private investors throughout the US and internationally, including direct relationships with 4 of the top 10 wealthiest American families and 7 of the top global private banks. With its recent acquisition, Archway now boasts an unprecedented global reach, serving clients in 12 countries from North America (US, Canada) and Europe (UK, Switzerland), to Asia (Singapore, Hong Kong), and Latin America (Brazil, Mexico, Columbia, Venezuela, Uruguay and Guatemala). These clients are supported by an extensive network of operational, technical and service professionals located in the firm’s four offices across the US, including Indianapolis, Denver, New York and Palm Beach. “Since its inception, Archway’s focused mission has been to build a truly integrated, single technology solution to address the broad range of needs associated with effectively and efficiently managing complex family wealth,” says Jason Brown, CEO. “Whereas most firms in this space seek to provide

54 Acquisition International - February 2015

niche point products – focused purely on just accounting, billing, data aggregation, alternative asset tracking or client reporting – Archway has developed a truly comprehensive product suite that is designed to meet all of these needs through one fully-integrated, highly-flexible platform. Over the past decade, the platform has been continually enhanced based on deep industry expertise and extensive client feedback and collaboration. The end result is an offering of unequalled breadth and uncompromising quality.” Brown founded Archway Technology Partners in 2002. He has held the CEO position since the firm’s inception and has overall responsibility for all aspects of the firm from setting its strategic direction and product development path through to providing oversight to the firm’s day-to-day operations. He has directly guided the growth of the company from one person to today where the firm employs over 110 highly skilled team members across three separate businesses in four locations. Jason holds primary responsibility for the continued growth and development of Archway – whether organically or by acquisition – in a manner that both preserves the firm’s commitment to technological innovation and client service while maintaining its rich culture. The acquisition of WealthTouch The strategic rationale behind Archway’s acquisition of WealthTouch was driven by the extraordinary synergies and similarities between the two firms, which have delivered closely aligned products and services to largely the same, focused marketplace, says Brown. “In an increasingly fragmented space, the opportunity to consolidate two firms with such synergistic profiles and in turn create the largest and most broadly capable firm in the industry from both a product and standpoint, was exceptionally compelling,” he says. Archway and WealthTouch were formed around the same time, with Archway establishing its roots in 2002 and WealthTouch in 2001, and, Brown says, throughout the lifetime of both firms there has been a very similarly product and market focus. “Both firms provide consolidated portfolio management, accounting and reporting services to the private wealth management space consisting of single- and

Deal of the Month - Archway Technology Partners Acquires WealthTouch

multi-family offices, private banks and registered investment advisory firms,” he explains. “The primary difference between the two firms is that from the beginning, Archway has focused on licensing its flagship software platform, ATWeb, to clients for internal customer utilisation. As a SaaS company, the majority of Archway’s resources over the last 12 years have been heavily focused on development of the technology. “Separately, WealthTouch historically focused its business on providing a comprehensive suite of fully outsourced services to their clients. In this regard, WeathTouch clients would benefit from licensing the technology platform indirectly through the client-facing portal, but would never work directly within the core application itself. The primary users of the platform were WealthTouch employees who in turn delivered a completed end product to their clients. As a result, their capacity and resources were committed to maturing and evolving their outsourced business processes. “Together, the two firms have a highly-competitive combination of core competencies: adding to Archway’s comprehensive, industry-defining software WealthTouch’s mature and controlled outsourcing capabilities. The acquisition has resulted in a single, integrated firm that offers the best-inclass combination of technology and services and enables clients to define a truly tailored solution that meets the unique and specialised needs of their firm: whether it is a single family office seeking a comprehensive, internally-run accounting platform or a top private bank looking to deliver its premium clients a full service consolidated portfolio reporting solution.” Ensuring a seamless transition The initial acquisition process began with the former WealthTouch CEO collaborating with the current Archway CEO to discuss each other’s business and to ensure a strategic justification for the acquisition, says Brown. Once it was determined that each business possessed strengths that would ultimately better serve their client base if the firms combined, both management teams were involved in securing the deal process. “The first priority of the acquisition was to ensure WealthTouch clients would have the ability to seamlessly transition over to the Archway

platform and access a product that was, at a minimum, the equivalent product and service level they currently enjoyed,” Brown says. “Further, they would have an extended ability to experience the enhanced capabilities available through the Archway platform.” While every deal has its challenges, Archway and WealthTouch’s shared desire to close the deal in a timely and efficient manner meant that the transaction process was remarkably stress-free. “Both WealthTouch and Archway management teams agreed that the acquisition needed to occur as swiftly and seamlessly as possible for both the clients and internal employees of both firms,” Brown says. “The primary goal was to close the deal so that consolidation efforts could begin and any initial concerns from the highly-sensitive client base could be immediately neutralised. Both firms managed to move quickly through the process because of a mutual agreement to share in the commitment to the acquisition.” The overall strategy of the acquisition is that all WealthTouch clients will migrate over to the Archway platform once Archway has successfully completed the build-out of a certain subset of capabilities that are required to ensure former WealthTouch clients have full continuity of services post-migration,” Brown says. “In addition to preserving current capabilities and services, following the migration, WealthTouch clients will also have access to a much larger menu of resources with Archway’s added capabilities and service-offerings. “WealthTouch is merging into Archway, and Archway will be the surviving business moving forward. This will bring about a more stable and scalable firm providing a more comprehensive and robust offering to all clients.” One year down the line, Brown says the most important measure of the deal’s success will be client and employee retention within both participating firms. “Internally, all Archway offices will have adapted to the Archway culture and customs. Once functioning as two separate entities, the two offices will now collaborate under the same umbrella to enhance the existing Archway brand, product and service offerings.

“Further, success of the acquisition can also be defined as the effective, full migration of all WealthTouch client data over to the Archway platform and ultimately retiring the current WealthTouch system. Once fully migrated, WealthTouch clients will be able to take advantage of a broader capability set that will be available to them through Archway’s ATWeb technology.” Looking ahead Now supporting and reporting on over US$200bn in client assets, and working with multiple global private banks (along with hundreds of other clients), Archway has already established itself as the premier provider in the Wealth Management product and service space. With the acquisition, Brown says Archway expects to continue its market leadership by increasing the gap between its core competencies and those of its competition through an aggressive commitment of resources towards continued product development. “As a result, our suite of solutions will be further extended and developed with the added resources of WealthTouch.” “We are confident that our current offering is already the most comprehensive, scalable and secure available in the market, and we are committed to preserving and expending our market leadership position going forward.” Over the last decade, the private wealth management technology product and service market has witnessed the entrance of numerous players, all of which have to this point struggled to secure a firm market leadership position. However, with the acquisition of WealthTouch, in conjunction with aggressive organic growth, Archway has significantly strengthened both the capabilities of the firm and the Archway brand, Brown says. “We believe this strategic move has not only positioned us at the top of the market today, but will ensure our continued dominance in the years to come. As we look ahead to the future of the firm, we will continue to aggressively seek and pursue opportunities for growth: both directly through the expansion of our core business, as well as through future strategic acquisitions that will further enable us to extend our ownership of the private wealth technology solution marketplace.”

Acquisition International - February 2015 55

www.acquisition-intl.com

WorldStrides Web: www.worldstrides.com

WorldStrides Acquires Oxbridge Academic Programs In November 2014, WorldStrides, the largest educational student travel organisation in the United States, acquired Oxbridge Academic Programs, the global leader in providing academically intensive university-based programs for 8th through 12th graders. WorldStrides is the largest and most respected accredited travel organisation in the US, helping 300,000 students travel each year to destinations in more than 90 countries. Its programs are marked by exceptional service, a superior safety record and a personalised approach to educational travel that is unmatched in the field. For nearly 50 years, WorldStrides has been partnering with teachers and students to create unforgettable learning adventures. Six million students, from elementary school to graduate school, have travelled beyond classroom walls with WorldStrides to develop a stronger understanding of the world around them, deepen their cultural appreciation, and widen their awareness of other perspectives. In November 2014, WorldStrides acquired Oxbridge Academic Programs of New York, New York. Oxbridge is the global leader in providing academically intensive university-based programs for 8th through 12th graders. Oxbridge programs are offered in the United Kingdom, France, Spain, and the US, and are held at some of the top universities in the world including

Oxford, Cambridge, Columbia, L’Académie de Paris, La Academia de Barcelona, and La Academia de España/Salamanca. Beginning in 2015 Oxbridge will add programs at St. Andrews University in Scotland and at UCLA. The programs offered by Oxbridge complement WorldStrides’ existing educational student travel programs, which are designed for students of all ages. Together, Oxbridge and WorldStrides combine to offer students more than 75 years of educational student travel experience. The addition of Oxbridge to the WorldStrides family further enhances the range of extraordinary experiences that the company makes available to students not only in the US but also around the globe – bringing the youth of the world closer together. Over the past 30 years, Oxbridge has welcomed tens of thousands of students from more than 90 countries to its programs. Oxbridge distinguishes itself through the strength of its teachers, many of whom are Rhodes, Gates, Marshall, and Fulbright Scholars. Oxbridge programs are academically rigorous and students choose Oxbridge because of the company’s dedication to imaginative teaching, experiential learning, and cultural enrichment, combined with the excitement of living in some of the most historic and fascinating cities in the world. “We could not be more pleased to welcome Oxbridge Academic Programs to the WorldStrides family,” said Jim Hall, President and CEO of WorldStrides. “The union of these two outstanding organisations will enhance the experience of current and future student travellers and offer an even broader range of educational travel opportunities to students throughout the world.” Professor James Basker, Ph.D., President and Founder of Oxbridge Academic Programs, added “Our companies share a common mission of providing life-enriching academic travel opportunities to students from around the world, and our new partnership will give us the opportunity to make an even greater impact on our students.” WorldStrides, a portfolio company of The Carlyle Group, is headquartered in Charlottesville, Va. The organisation has offices in 22 locations around the world including the US, the United Kingdom, Australia, China, and Chile.

56 Acquisition International - February 2015

Deal of the Month â&#x20AC;&#x201C; WorldStrides Acquires Oxbridge Academic Programs

Acquisition International - February 2015 57

www.acquisition-intl.com

SS&C Technologies Holdings Web: www.ssctech.com

SS&C Technologies Holdings Acquires DST Global Solutions In December 2014, financial software firm, SS&C announced that it has acquired DST Global Solutions Ltd.

Headquartered in Windsor, CT and with offices throughout North America, Europe, Asia, and Australia, SS&C provides the global financial services industry with a broad range of highly specialized software, software enabled-services and software as a service (SaaS) solutions for operational excellence. The company delivers mission-critical processing for information management, analysis, trading, accounting, reporting and compliance. Its clients manage, in aggregate, over US$26tn in assets and choose SS&C as their preferred vendor for its expertise.

In December 2014, SS&C announced that it has acquired DST Global Solutions Ltd., a subsidiary of DST Systems, Inc., for US$95m in cash. DST Global’s products now owned by SS&C include industry-leading investment and fund accounting platform, HiPortfolio®, and investment data management and analytics platform, Anova. SS&C financed a US$75m portion of the purchase price by drawing down on its line of credit. With more than 155 customers throughout the Americas, EMEA, and Asia-Pacific, the DST Global products complement SS&C’s existing portfolio of technology capabilities and service offerings. The acquisition further solidifies SS&C’s position as the leading global provider of investment management software and outsourcing services. DST Global has 390 employees operating in 12 offices including London, Melbourne, Bangkok, Hong Kong, Shanghai and Boston. “We view EMEA and Asia Pacific as strategic geographies and this acquisition provides the talent, technology and client base to accelerate growth,” says Bill Stone, Chairman and Chief Executive Officer, SS&C Technologies. “DST Global Solutions is a 390-person business with US$60m to US$65m in annual revenues, 90% of which comes from EMEA and Asia Pacific. This US$95m investment will take integration and development but we are excited about the opportunity.” DST Global customers will also benefit from the strength and stability of partnering with SS&C, a leader in global financial services software and outsourcing services. In addition, customers will benefit from SS&C’s industry expertise and worldclass customer service. “DST Global Solutions is a great business with a strong management team and we believe by combining products and services, SS&C will create a powerful differentiator in the marketplace,” said Stephen C. Hooley, Chairman and CEO of DST Systems.

58 Acquisition International - February 2015

2015's Most Innovative Business Leaders Weâ&#x20AC;&#x2122;ve gathered a list of managers, CEOs and business leaders from different regions, researched each firm individually and looked into the services they provide as well as their achievements over the past year. The results of our search, which you will find on the following pages, are a celebration of those whose skills and industry knowledge mark them out as the pace-setters in global business: our Most Innovative Business Leaders 2015.

www.acquisition-intl.com

Rizon Jet UK Web: www.rizonjet.com 510 Building Churchill Way Biggin Hill Kent. TN16 3BN

We caught up with Allan McGreal; Chief Executive Officer, Rizon Jet UK Ltd., to find out about his strategy for business success.

Voted No 1 FBO 2015 in EMEA and Russia

Allan McGreal is CEO of Rizon Jet UK, which provides a turnkey solution to private aviation and business jet travel with its operational base at London Biggin Hill Airport, offering maintenance services and aircraft handling and fixed-base operator facilities. McGreal began his career in aviation in the Royal Navy Fleet Air Arm, serving aboard aircraft carriers with Phantom F4K and Sea Harrier squadrons and exchange with the US Navy before continuing a civilian career with British Aerospace Military Aircraft at BAE Dunsfold on Hawk and Sea Harrier production and flight test. He later progressed to civilian aircraft in 1991 with British Airways, and then to business aviation in 1999.

“As an example, we have developed the facility spaces into; a 30,000 sq. ft. concert arena, a lifestyle event space, a film location, a TV studio, a photographic studio of some proportion, a product launch space, a theatre, an intimate café, an art space and gallery; all of these activities are now common within the business and have created a new, vibrant and profitable business within.”

He has held directorships in business aviation ever since, becoming head of business aviation with Marshall Aerospace in 2005, before joining Rizon Jet UK in January 2011. He became CEO of Rizon Jet UK in 2012.

Overcoming challenges The key challenges involved in running a business aviation company, says McGreal, are fourfold: competition; airport policy, infrastructure and investment; cost of entry into the market; and government.

Commissioned in 2011, Rizon Jet UK, which has received £29m in investment to date, provides turnkey solutions to business aviation travel from a new VIP passenger terminal and state-of-the-art maintenance hangar at London Biggin Hill Airport.

“Competition: this can account for much of the energy exhausted in day to day business operations, with teams constantly alert to the changing tactics of competing businesses, some with long burn strategies which unless reacted to immediately, will always be expensive and forever in catch up mode, to other more opportunity led initiatives which can make or break the deal which turns a bad day to good or vice-versa.

“The business is distinguished simply: an absolute compliance to regulation, with safety and quality taken as an imperative,” says McGreal. “The rest is imagination which is driven to exhaust every aspect of the unique and controversial facility and the skills of some very talented people.” Asked what are the main attributes that any business leader needs to possess to be successful, McGreal says, “A remarkable tolerance for behaviours, foresight, a broad capacity to think, aptitude and faithfulness. But above all two further attributes remain ever present and forever important in any single observation however: a sense of humour and a love for the business within.” He maintains that a successful business never stands still. “To determine not to be passive is important. I always take the view that, no matter the level of activity, the output or function of the business, it must be dynamic, it must add to the process where the sum of the parts equals more than the opening values. Where sizeable investment is a key contributor to the business, to not only be a guardian to the invested sums but to drive innovation, be controversial in the use and contribution such an investment can make within the industry we serve, for example; Rizon Jet UK is a recognizable £29m of a VIP Passenger Terminal and an exceptional hangar equipped with the very latest technology to maintain the most sophisticated Business Aircraft available today. “In revenue terms the core businesses of flight operations and maintenance and engineering have it, but in pure net contribution; the extracurricular conversion of ‘Cost Centres’ within customer services 60 Acquisition International - February 2015

and the unoccupied areas within the main hangar into ‘Profit Centres’ are clear winners. In fact such is the impact, not only is profit generated but such activity drives a PR & Marketing engine room well ahead of any forced strategy to communicate, and simultaneously draws attention to the facility by virtue of what is designed and delivered.

“Business aviation is one of the most heavily regulated, volatile and by its very nature of being available on demand, unpredictable of businesses, relying upon airport infrastructure to fit your needs, airport planning policies that align with one’s own corporate strategy and the investment being readily available for them to build what is required when it is required is enough to manage let alone the costs that exist in order to enter the market at all. “Establishing a capability, be it flight operations or engineering at an airport, is today a costly exercise,” he continues. “Not only in cash terms, but in the scale of the task, not least because of the regulatory constraints and compliance needs. An average six-seat business aircraft will set you back perhaps US$8m; if flying is not on the agenda then a hangar is needed, engineers too, rare though they may be, and of course equipment, expensive and constantly becoming out-dated or in need of software updates. This is assuming your chosen airport has space and an environment which allows for healthy and survivable competition. “Once there the game’s afoot but then there’s government. Government, in all its forms, treasury, tax, state powers, transportation, international trade and environmental, all combine or contrive dependent on your view to apply a deal more cost to an enterprise already heavily burdened with overhead. Through all of this we survive however. The trick is not to take it too seriously.”

2015’s Most Innovative Business Leaders

McGreal believes that, to continue to be successful, it’s important not to take his position at the helm of the company for granted. “First of all, and employment contracts aside, if I were ever to believe I am secure in my position then this would be dangerous, not least because I shouldn’t be, and precisely because it keeps me alive to think that I’m not. “It’s the very nature of a business leader particularly in my industry today, to consider the survival skills necessary to be as brave as is needed, to exercise measured yet exhilarating controversy in competing for business whilst being, and here’s the rub, simultaneously responsible to your shareholders. Business Aviation leadership is a most rewarding pastime, even though the business we do and the service offered will be to the most discerning and empowered clients available anywhere thereby possibly the most demanding or, and this is equal to any criticism of Business Aviation being for the wealthy alone, to the most needy by way of humanitarian and medical flights to safety. “My skill is to manage to love what I do, despite much.”

Acquisition International - February 2015 61

www.acquisition-intl.com

Gibson Guitar Corp Web: www.gibson.com

Henry Juszkiewicz is Chairman and CEO of Gibson Guitar Corp.

Henry Juszkiewicz, Chairman and CEO of Gibson Guitar Corp., grew up in Rochester, NY. With a passion for music and superior academic skills, he enrolled at the General Motors Institute in Flint, MI, a five year co-op engineering college. Sponsored by GM’s Delco division, he gained experience in a variety of different jobs at Delco’s 6,000-employee electronic components plant in Rochester. Putting his musical skills to work, he worked his way through school playing guitar - a Gibson, of course - in various rock bands playing for parties and weddings. After graduating with honors, he worked at Delco Products for two years as product manager while studying for an MBA in night school at the University of Rochester. He completed his MBA at Harvard University on a General Motors Fellowship. Juszkiewicz then joined the New York firm of Neiderhoffer, Cross and Zeckhauser, Inc., a pioneer in the area of middle-market deals, where he rose to the position of executive vice president of mergers and acquisitions. He left the firm in 1981 and, with two former Harvard classmates (David Berryman and Gary Zebrowski), acquired Phi Technologies of Oklahoma City. Within one month he turned the struggling technology firm into a highly profitable company. In 1986, Juszkiewicz and his partners acquired the faltering Gibson guitar operation from the Norlin corporation. Juszkiewicz’s aggressive management style again effected an immediate turnaround, and Gibson became profitable within a month’s time. With creative and innovative marketing tactics he concentrated on the consumer rather than the retailer - a reflection of his personal experience as a guitar player. Refocusing the company on achieving the highest possible standards of quality and customer service, he drove Gibson from the brink of closing to a company that has regained worldwide respect with annual average growth of 20 percent over the last decade.

Juszkiewicz is a committed supporter of The Rainforest Alliance and conservation. A member of the Society of International Business Fellows and others, Juszkiewicz continues his commitment to a better world through his active participation in organizations such as Nordoff-Robbins, which provides music therapy for severely handicapped children, to the T.J. Martell Fund for Leukemia Research, The Environmental Defense Fund, Teenage Cancer Trust and leads numerous philanthropic endeavors under the Gibson Foundation banner. He is a board member of the Country Music Hall of Fame, a board member of the Rock and Roll Hall of Fame and Museum, a board member of the Rainforest Alliance and a board member of the We Are Family Foundation. He is a co-founder of Music Rising, a campaign to help aid musicians, schools and churches of the Gulf Coast and is active in the Clinton Global Initiative and numerous environmental causes. He is the recipient of numerous awards, honors and extensive media coverage. Juszkiewicz began fulfilling his vision of Gibson as a full-line, global musical instrument company by acquiring other instrument companies, establishing a Gibson-owned European distribution center with joint-venture distributors, and acquiring manufacturing facilities in China. He dedicated a standalone division to R&D, resulting in the introduction of the worlds first digital guitar, the HD.6X Pro and most recently, the Gibson Robot Guitar, both which represent the biggest advance in guitar technology since the invention of the electric guitar over 70 years ago. He continues to expand the company worldwide with new consumer electronics accessories, the acquisition of the Wurlitzer Jukebox company and several other facilities in China. Gibson is known worldwide for producing classic models in every major style of fretted instrument, including acoustic and electric guitars, mandolins, and banjos. Founded in 1894 in Kalamazoo, Michigan, and headquartered in Nashville since 1984, Gibson Guitar Corp.s family of brands now includes Epiphone, Dobro, Maestro, Kramer, Steinberger, Tobias, Echoplex, Electar, Flatiron, Slingerland, Valley Arts, Maestro, Oberheim, Sunshine Piano, Take Anywhere Technology, Baldwin, J&C Fischer, Chickering, Hamilton, and Wurlitzer. Henry Juszkiewicz resides with his wife and children in Nashville.

62 Acquisition International - February 2015

2015â&#x20AC;&#x2122;s Most Innovative Business Leaders

Acquisition International - February 2015 63

www.acquisition-intl.com

We spoke to Greg Parrish, Director of accountancy and tax practice, My Controller, to find out more about his company, the UK business environment and his secrets for success.

Name: Greg Parrish Email: gparrish@mycontroller.co.uk Web: www.mycontroller.co.uk Address: 67 St. Leonards Road, Windsor, Berkshire, SL4 3BX Phone: 01753 840 948

My Controller is an innovative, award winning and expanding accountancy & tax practice with offices in Berkshire, supporting businesses throughout the Thames Valley. “The past two years have seen some significant strategic moves which you wouldn’t typically associate with your average accountant,” Greg says. Indeed, when you dig a little deeper, you soon realise there is nothing average about this firm. When you walk in to their Windsor office you would be forgiven for assuming you’ve entered a design consultancy, and their clean desk policy is a far cry from the mountains of paper often associated with traditional firms. Looking ahead, this dynamic company is embracing change and has already beta-launched a new cloud based offering. When director Debbie Parrish was asked what she was looking forward to in the new year, she said, “Aside from a well-earned break for everyone at the end of this year, we’re really looking forward to officially rolling out our cloud based product in 2015. We’ve invested a lot of resource in to ensuring we have a relevant place in the market and the initial feedback has been fantastic.” Where My Controller differs from many accounting practices is that they truly tailor their service to meet the needs of the client. Not only does that mean they can support start-ups and much larger organisations in a way to suit their individual objectives, it means that they can truly support the evolution of their clients too. The company website makes a strong initial impression for the brand and there are plans to open up new content areas to further support clients going forward. You only have to look at the company twitter feed to see the buzz and genuine desire to help that surrounds everything this team does. As if all of this wasn’t enough, they have also recently published a book on Amazon Kindle called Running

a Better Business - A Guide to Improving Intuitive Intelligence. Asked how he would describe the current UK business environment, Greg says it is, in one word, challenging. “It sounds a cliché, but as we have pulled out of the recession many businesses and sectors remain cautious. This in turn translates to business owners demanding to see clear value from their investments and spend more than ever before. As a service provider in control of their business and with the customer at the centre of everything we do, this represents far more of an opportunity for us than a threat. By offering exceptional value for money and thinking about the client as you design and deliver your services, then you certainly stand out from your competition.” Over the past few years, a major challenge facing business leaders has been low confidence levels, Greg says. “Specifically for the SME market, it is judging the balance between protecting what you have and investing for the future. By investing, I would include increasing the numbers in your workforce. In terms, of specific legislation of government initiatives, I would call out three in particular. These are: Apprentice Schemes, Growth Vouchers and Growth Accelerator. These are three very positive initiatives that can really help the right companies to drive business growth and business improvement. The main attributes that any business leader needs to possess to be successful, he says, are simple: clarity of vision, ability to listen and drive. “When I talk about clarity of vision, this really means the ability to think and relate to your customer. Make sure that what you do is ‘relevant’ to them. Then be able to build your offering(s) out in such a way that it is absolutely clear. Clear to your customers that ‘you help’, clear to your staff so that they know what is the right thing to do. Clear to your suppliers or partners what is expected from them. This will take a lot of listening! Then you need to have the focus to continuously drive that. In My Controller, we simply say ‘you should always do your best to do your best!’” My Controller always starts with the client and their perspective, says . “Our goal with our clients is simple. We always strive to help them improve their profitability and retained cash! With our team we invest a lot of time and money on training. Specifically for clients and our service levels we have invested in a library of guidance notes on key business and tax areas that are relevant to SMEs. This not only helps us provide a better level of service, but it ensures that we are consistent with our views and approach. In terms of determining what areas we need to focus our investment, again we think about those areas that will create challenges for our clients. If they will need help and we think it is an area that we should be best equipped to help with, then we spend the time, effort and money in that area.”

64 Acquisition International - February 2015

2015’s Most Innovative Business Leaders

Looking forward, Greg thinks that all businesses will need to continue to navigate the changes and challenges in the economy. “The UK general election will bring about some changes, and no doubt we will need to see what that brings. The key for me is to listen and continue to ensure that My Controller is relevant for our clients. If we can continue to help them improve their profitability and retained cash, then we will be going in the right direction!”

Acquisition International - February 2015 65

www.acquisition-intl.com

Counted4 Web: www.counted4.co.uk

Counted4, based in the north-east of England, was set up to provide high quality, treatment for those suffering from substance misuse, and to address the failings of the existing treatment system. We spoke to John Devitt, Chief Executive, Counted4 Group, to learn more about his strategy for success .

Counted4 is a specialist health and addiction service which provides a full range of flexible testing and treatment options for people who misuse substances. The firm specialises in mental health and provides a comprehensive menu of health and wellbeing interventions in a variety of environments. From pre-employment medicals and random testing to high level, complex clinical interventions for key staff, Counted4 distinguishes itself from competitors by the range of its services, specialist skills and providing business with choices on how to address these issues. The firm can operate independently or within existing provision, ensuring the integrity of employees and sub-contractors. John Devitt is Chief Executive at Counted4 Group. An experienced leader, Devitt has had a varied and successful career and has experience in working in a range of sectors and environments including, International Development (The British Council), Enterprise (PNE Group) and Substance Misuse and Primary Care (Counted4 CIC). He is passionate about making a positive impact on peoples’ lives and the wider community and strongly believes in the importance of personal enterprise. A keen martial artist, he teaches Kung fu, and is married with a son and two dogs. Devitt describes the current business environment in the north-east of England as vibrant and growing. “Despite the decline in traditional industries, and a variety of social and economic problems, The North East is one of the most vibrant and enterprising regions in the UK, but at the same time there is

much to do to address health, economic and social inequalities, as the North East has some of the highest rates of substance misuse and mental health problems in the UK (including alcohol, prescribed and over-the-counter medication).” The North East is leading the field in many areas, Devitt says – especially in terms of exports and medicine (such as the Centre for Life science village in Newcastle), with the new heart unit, stem cell work, DNA mapping, and through Counted4 the integration of substance misuse and mental health services. This, he says, is driven by the greater awareness of the impact of substance misuse (drugs & alcohol) and unsupported poor mental health, which are estimated to cost UK industry over £30bn a year. “Studies have found that 75% of people using drugs are actually in employment and 44% of those individuals admit to having sold drugs to their colleagues in the workplace. We have seen an increase in companies approaching us to develop testing and support programmes, not just to protect their business and manage risk but as part of their duty-of-care as a good employer.” Driving success Devitt feels that to be successful, a business leader needs to possess clarity of vision and tenacity – and the refusal to accept that something can’t be done. “In this highly competitive and often challenging economic environment, you have to be brutally honest about one’s own deficits and understand the importance of building and investing in your people. Recognising the importance of having the right people around you and developing their talent is essential, as you can only be as strong as the weakest link in your organisation. “I have learnt that success comes from supporting and directing the people around me – it is their skills and expertise that sets us apart,” he continues, “so my role is to ensure that they have the right skills, training and tools for the job and have personal investment in our success. The Tao Te Ching sums this up perfectly: The Leader doesn’t talk, he acts, When his work is done, The people say, “amazing, we did it all by ourselves!” Overcoming challenges Changes in government policy and the reduction of public funds have undoubtedly impacted all working in Counted4’s sector. But, says Devitt, there is growing awareness amongst business leaders of the impact substance misuse and poor mental health has on business effectiveness and competitiveness – and that is something he says has to be addressed. “While these are challenging issues in themselves, we are very positive around the role business will have in helping shaping public and private responses to these issues in society,” he says.

66 Acquisition International - February 2015

2015’s Most Innovative Business Leaders

Three years ago, Devitt looked at the future of treatment, and saw that public funding could only continue to decrease and that services would start to deteriorate. “Instead of waiting for death by a thousand cuts, I decided to develop our services to business and embarked on a major change programme. This involved significant investment in our people and systems, and considerable research into the needs of business. I found that while there were plenty of companies selling drug and alcohol tests, many of these didn’t work, and businesses were left entirely unsupported in terms of what to do with an individual who tested positive, or had deteriorating mental health – anxiety, depression etc. As a result we not only supply and carry-out screening and testing programmes, but offer employers support and protection from potential employment tribunals when they need to dismiss, or full support and referral services for key staff who the company wishes to help address their problems and maintain their employment.” Looking to the future, Devitt says that, whatever the outcome of the general election in May, public services will continue to be stretched and unable to fully meet the needs of business and employees. “We see significant growth in our programmes being adopted by business as a result. Our main challenge will be ensuring that businesses know that they have options in how they choose to deal with these issues, and that we are there to help.”

Acquisition International - February 2015 67

www.acquisition-intl.com

Barnsley Commercial Sales Ltd (BCS)

Wayne Russell England, General Manager of Barnsley Commercial Sales Ltd, and one of our Most Innovative Business Leaders 2015, tells us how he overcame adversity to help build a successful – and growing – business.

Name: Wayne Russell England Email: wayne@barnsleyvans.com Web: www.barnsleyvans.com Address: 137 Wakefield Rd, Barnsley S71 1ND Phone: 01226 391400

Barnsley Commercial Sales Ltd (BCS), which is Yorkshire’s largest selection of used commercial vans for sale, was established in 2005 by Matthew Johnston, who is the sole director of the company, and who has been trading in commercial vehicles since 1998. Wayne Russell England, General Manager, has worked in various sectors over the years, from retail management to advertising executive, but, he says, there has always been one sector that he has been drawn back to: the motor trade. “Having operated a valeting company purely supplying the trade, I gathered the knowledge of many traders on many levels,” he says. In 2011, having endured several years of financial difficulty, which came about after the unscrupulous behaviour of a business partner resulted in the failure of a business venture, he met Johnston, and a friendship, and a new business, was formed: BCS. England soon found his feet at the new company and began applying everything he had learnt over the years to it. The results were immediate: the company went from around 10 to 15 vans a month to 30 vans, month in, month out, without fail. England put in the structure for the business to grow, and in 2013 BCS acquired the premises it currently operates from, which now means they had a MOT station and garage to repair their own vehicles. This was to prove a massive success, and saved thousands of pounds externally and kept the money in-house. “BCS has gone from a guy selling a few vans to a company which employs eight staff and has a reputation that will take some beating,” says England. England says he believes in being proactive, rather than reactive, and so is always looking at the next opportunity to create business. “Whilst I have my own agenda on where I want the business to be in five years’ time, I have to be able to adapt to changes in the market and rethink on a regular basis. For instance, only 10 years ago, you put one picture with 30 words in a magazine to sell a vehicle. Nowadays, 20 pictures and 20 words are good enough on the internet to take

a deposit from a customer at the other side of the country. The next step is going to video advertising, which will soon sift out the stronger genuine dealers from the back street dealer. Let’s face it, if you are trying to hide something from a customer, you’re highly unlikely to video your vehicle and start the rattly engine for everyone to listen to, but if you have confidence in the product you will be more than happy to walk round and show every nut and cranny of the vehicle.” One of the main attributes that any business leader needs to possess is having goals, he says. “And just as important is checklists. Yes, that annoying checklist that seems pointless and time consuming. Just bear one thing in mind: it’s reported that surgeons who operate without a checklist have a higher death rate than those that do, and simply down to checking you have scrubbed up to specification for the job is just as important as the operation itself. Just think how that practice can be applied to your business.” The current business environment is, on the whole, positive, England says. “The environment can seem a little volatile from week to week, but the numbers still add up at the end of the quarter. When taking on this venture I ignored the word ‘recession’ and refused to listen to morning news banging on about it. However, there do appear to be political issues in the media that can affect the way the public respond, and spirals down the ladder. The Scottish referendum created uncertainty with the Scots, for instance, to whom we have sold many vans in the past, and during this period it has certainly slowed.” The key challenges for Barnsley Commercial Sales are to be more cost effective on operating costs, whilst conforming to rules and regulations, says England. “We are in the process of changing our workshops’ lighting to LED, to reduce electricity use,” he explains, “and we have acquired a van that runs solely on electric power for our local pickups.” But the most challenging part of leading a business is staff, he says. “Getting the right balance can prove to be very difficult, and in order to be a good leader you have to be a good listener. My staff spend at least 39 hours a week in my company, and as such their personal problems quite often interfere with work. As a leader it’s my job to ensure I foresee problems and have a discussion with them before it becomes a major issue, and if I can help I will. One thing I don’t like is changing staff, and I am fortunate enough to have only lost one member of staff in three years.” England says that his past experiences – including the tough times – have got him where he is today. “My experience working both for myself and for other companies, I believe, has put me in a fantastic position today. Had I not made the mistakes and taken the gambles in the past then I would not be taking this interview today. Most ambitious individuals want to own their own business and be millionaires, but I have learnt where I sit comfortably and can have all the opportunities and advantages of owning a business by being in the driving seat of BCS.”

68 Acquisition International - February 2015

2015â&#x20AC;&#x2122;s Most Innovative Business Leaders

Acquisition International - February 2015 69

www.acquisition-intl.com

Tim Webster, who together with Lucy O’Neill built Venture Capital business consultancy, Lockwood & Rann, from scratch, tells us about his journey to success.

Name: Tim Webster Email: enquiries@ lockwoodandrann.com Web: www.lockwoodandrann.com Phone: 01225 326 381

Tim Webster, Managing Director and Co-Founder of Lockwood & Rann, began his career as a nurse, before becoming a recruitment consultant 20 years ago. “I was very successful, and by 1997 was recruitment director at a leading resourcing company specialising in pharma, healthcare and biotech recruitment,” he says. In 2002, together with Lucy O’Neill, who was one of his clients at the time, he founded Star Medical Ltd, which recruits in Pharma, Medical Devices & Technology, Clinical Research and Nursing. The company has been one of the top two most preferred contract sales organisations and recruitment consultancies since 2010. “During that time we learnt – and continue to learn – a lot about leading a business from idea to market leader, and decided to share our experiences with others to help them sidestep the pitfalls and fulfil their ambitions, as we have done,” Webster says. “So, in 2009, Lucy and I founded Lockwood & Rann. We’re a team of business experts and our job is to reconnect business owners with their purpose. “We focus on recruitment, design and medical companies in the UK, and share our team’s knowledge of business, sales, marketing, behavioural change and finance to positively influence our clients’ businesses. Our clients also become part of our portfolio of businesses whose services complement each other, so there’s real business development opportunity there. What really differentiates us is our personal experience of building successful businesses in our sectors, and our accessible, personable approach; that’s the message that comes back time and again from our clients.”

70 Acquisition International - February 2015

The recruitment market is currently undergoing a period of growth, which in turn is creating a wealth of opportunities, says Webster. “The exponential growth and influence of social media caught a lot of companies by surprise and the response has been to outsource this to specialists, which is a big opportunity for our full service digital and design clients. The NHS’s problems are well documented – there are opportunities there for innovators who can save the NHS time and money. One of our clients is a good example of this; they’ve developed a reporting system that maximises doctors’ time; the route to patient is quicker without compromising patient care.” Lockwood & Rann’s philosophy is to ‘Live the Dream’, says Webster. “We encourage each other and our clients to use their life goals to drive their career goals, to think about the bigger picture. Our approach to leading the firm is to employ the right people and trust them to do what they’re good at; when they need support we provide it, but our employees are fully accountable for themselves.” What are the main attributes that any business leader needs to possess to be successful? “Vision,” says Webster. “You have to be able to clearly visualise the end point and work back; mark the milestones and make sure you celebrate them when they’re achieved. “Know your strengths and identify your weak points,” he continues. “Hire people with strengths in those areas. And value your business as a whole; success is a group effort.”

2015’s Most Innovative Business Leaders

About Thyme Catering is a full-service catering company that has quickly established itself among the elite in the greater Los Angeles area.

Phone: +1 323 924 1031 Fax: +1 323 924 1031 Email: catering@aboutthymela.com Web: www.aboutthymela.com Address: 5162 W. Jefferson Blvd. Los Angeles, CA 90016 USA

trekandshoot / Shutterstock.com

In just eight short years, John Kinderman, owner of About Thyme, has created a buzz in the catering world worthy of the Hollywood A-Listers he, now, counts among his clients. Specializing in innovative dishes and culinary fusions one, usually, only finds in higher-end restaurants (such as his signature lamb lollipops in a raspberry mole, or my personal favorite, his Alaskan halibut baked in a saffron shallot cream reduction and topped with an orange and carrot top confit). About Thyme has built an award-winning reputation of excellence whether catering to small private functions or larger corporate events.

If you think About Thyme only caters to a privileged elite, it is important to know that John has made a point to make sure his company reflects his own strong social conscience, As a result, About Thyme frequently helps non-profit companies, donates food to food banks, partners with Union Rescue Mission to provide food for shelters, and lends their services to several local charity events.

Winning rave reviews, all five-stars across the on-line sites, and the “2014 Best Of Los Angeles Award”, About Thyme is clearly setting a new standard. Kinderman’s client list includes the L.A. Law Library’s Annual Gala, The Natural History Museum, A.P.L.A., Y.P.O. (Young Presidents Organization), Santa Anita Race Track, Western States Garden Club, SAG, and Stanford University..to name a few. About Thyme has, also, partnered with “Knot Magazine” (one of the largest and most respected wedding publications) at their Los Angeles event and provided the catering for numerous A-List clients weddings (including the recent wedding of Nora Ephron’s son attended by the likes of superstar filmmaker, Steven Spielberg, and pop star, Ke$ha).

With all of this in mind, is it any wonder why we have selected John Kinderman as one of this year’s innovative leaders? One only has to read the reviews, taste the food, admire the artistry of the beautiful presentations, or note the company’s growth and profits, to understand why, in the competitive world of high-end catering, John Kinderman’s “Thyme” has come...and it’s “About Thyme”!

About Thyme’s success is easily measured in their undeniable financials: the company’s profit margin has doubled each year.

Acquisition International - February 2015 71

Personalized LEGAL SERVICE. D O M I N I CA N R E P U B L I C

We are a team of specialized professionals with high ethical standards focused in giving clients personalized expert services. ASSET RECOVERY, CORPORATE AND BUSINESS LAW, REAL ESTATE, LITIGATION, FOREIGN INVESTMENT, INTELLECTUAL PROPERTY.

PRIETO CABRERA & ASOCIADOS Abogados Y Consultores

Haim López Penha 19, Paraíso, Santo Domingo, Dominican Republic aprieto@prietocabrera.com • www.prietocabrera.com • 809.541.1444

Acquisition International's 2014 Q4 Review The final quarter of 2014 saw many businesses close out the year in style, with renewed vigour in the financial world leading to a marked up-tick in fortunes for companies across the globe. Weâ&#x20AC;&#x2122;ve taken a look back at Q4 2014, asking a range of companies how the year ended for them, and what this can tell us about the coming months.

www.acquisition-intl.com

Camford Law Corporation Email: inquiries@camfordlaw.com Web: www.camfordlaw.com Address: 8 Cross Street #18-06 PWC Building, Singapore 048424 Phone: +65 6220 0900 Fax: +65 6220 0919

Camford Law Corporation is part of the network of member firms of PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity.

Camford Law is a full service corporate practice in Singapore. Our practice is involved in almost every aspect of corporate and commercial law on behalf of business clients of all types including private companies, listed companies, public sector and civil organisations, partnerships, sole traders, special purpose entities, banks and other type of financial institutions. We often engage in work of an international nature and maintain contacts in jurisdictions around the world. We seek to provide to our wide range of clients premier domestic and international legal services. Our Services We are a full service corporate practice. Our business groups are constantly evolving and growing in line with developments in law, business and technology. Our lawyers are qualified in Singapore, India, New York and England and Wales. Our internationally connected lawyers give us the ability to tap expertise from other jurisdictions. • Banking, Finance and Securities • Capital Markets and Corporate Finance • Corporate Support Services • Employment and Immigration • Funds and Asset Management • Insolvency and Reorganisation • Intellectual Property • Real Estate and Conveyancing • Tax, Trusts, Wills and Probate • Transnational Work • NRI Services Banking, Finance and Securities Our Banking and Finance lawyers are involved in credit transactions, syndicated loans and securityside transactions. We also advise on derivatives related financial products. Our work includes: • Banking regulation and compliance • Consumer banking • Derivatives • Issuing and underwriting • Lending and security • Licensing • Private banking • Regulatory compliance • Structured and trade finance Capital Markets and Corporate Finance For debt and equity issues, our lawyers have experience acting for both issuers and sponsors. Our lawyers have advised both sponsors and issuers on initial public offerings on both the Main Board and the Catalist Board of the Singapore Stock Exchange and global depository receipts for listing on NASDAQ as well as issue of convertible bonds and convertible securities by listed companies debt issue. We provide legal expertise to venture capital organisations. Our work, apart from initial public offerings includes: • mergers, acquisitions and takeovers • pre and post-IPO investments • post-listing compliance • share buybacks, interested party transactions and capital reduction • venture capital Corporate Support Services We provide incorporation and business registration services including advice on regulatory and compliance matters. We also provide corporate secretarial services to corporate entities

74 Acquisition International - February 2015

Employment and Immigration Our practice deals with employment law, collective agreements, employment contracts, pension schemes, transfers of undertakings, reorganization of business and retrenchment including: • employment and work passes • permanent residence • immigration regulations and compliance Funds and Asset Management Our lawyers have assisted with the establishment of both listed and non-listed funds including: • private investment funds • discretionary and non-discretionary asset management Insolvency and Reorganisation We have experience with insolvency matters like bankruptcy, liquidation, schemes or arrangement and workouts. We also conduct special investigative audit for clients. Intellectual Property We currently provide trademark registration services. Real Estate and Conveyancing We provide advice on all aspects of property law issues including government-owned land and handle conveyancing and leasing matters. Real estate transactions relate to: • sale and purchase of residential and commercial property • leasing of residential and commercial property • mortgage and re-financing • securitisation Our lawyers have represented sellers and purchasers in the acquisitions and developments of buildings and land parcels for developments. Tax, Trusts, Wills and Probate The tax practice deals with income tax, goods and services tax, property tax, stamp duty, estate duty, customs and excise duty and other impositions. We also advise clients on managing trusts, wills and extraction of probates. The practice includes advising on: • structuring of trusts • wills • asset protection and succession Transnational Work We are able to draw upon the knowledge of our foreign associates with whom we have formed a close working relationship over the years. The network of our foreign associates includes legal and finance specialists. This enables us to assist our clients in matters relating to cross-border work. NRI Services Our Non-Resident Indians services unit is part of the India desk. We advise on a wide spectrum of matters involving our NRI clients residing in Singapore and abroad. Typically, we are involved in transactional and advisory work in the areas of business set-up, accounts services, investments, joint ventures, real estate, assets under management and taxation.

Acquisition International’s 2014 Q4 Review

Goodrich Riquelme Asociados

Ketenci & Ketenci

Mexico Address: Paseo de la Reforma 265 Mexico City, 06500 Mexico Tel: +52 55 5533 0040 Fax: +52 55 5525 1227 France Adress: 2 bis rue Guénégaud Paris, 75006 France Tel: + 33 (0) 1 42 60 04 31 Fax: + 33 (0) 1 42 60 04 55 Web: www.goodrichriquelme.com

Ketenci & Ketenci is a team of international lawyers, with a top-tier global reputation in both advisory and contentious matters.

With more than 75 years of experience, Goodrich Riquelme Asociados has a long tradition of standing alongside its clients when helping them make their business objectives a reality. By means of a cross practice among service areas and industry teams, our carefully trained lawyers achieve an innovative approach towards the rendering of contemporary legal services tailored to the demanding business community worldwide. We pride ourselves in knowing what drives key industry sectors and are able to provide on a daily basis, the best creative and cost-effective business solutions beforehand. Our clients are medium-size, as well as leading global companies of numerous nationalities and economic sectors. We ensure that our clients are competently represented wherever their businesses take them. This is why, in addition to our network of correspondents in Mexico and our own office in Paris (since 1971), Goodrich actively participates as founder firm of the Bomchil Group, an association of independent law firms with offices in practically every Latin American country. Today, Goodrich has a professional and administrative staff of over 250. Professional ethics and effective team work, leading to solid solutions and constant innovation are embedded throughout our firm. In addition to sponsoring training programs for our lawyers, both, nationally and internationally, we encourage the participation of our partners as part time lecturers and research fellows in high ranking law schools in Mexico. Goodrich actively participates in trade associations, local and international bars. Some of our members are frequently invited to speak at both, domestic and foreign conferences, as well as to hold leadership positions in sections of bar associations and industry organizations. Last but not least, sustainability, corporate social responsibility, pro bono work and gender equality are also essential elements of our existence. In our firm we are constantly striving to renew ourselves and in being prepared to face the ever-changing legal challenges that lie ahead. We are a firm of young lawyers with the highest professional and ethical standards.

Web: www.ketencilaw.com

We are a full service leading Turkish law firm offering an international approach. We take pride on our work, we love law and we fully understand our clients compelling needs. We are particularly strong in the areas of corporate, energy, real estate law and litigation and arbitration, corporate finance and M&A, aviation finance, commercial and regulatory matters in Turkey.

“

We take pride in our work, we love law and we fully understand our clients’ compelling needs.

”

We provide services to many major industry sectors including hotels and leisure, telecommunications, media and technology, energy and natural resources, mining, infrastructure, international banks and financial services, private equity, consumer, and real estate. We are mainly based in Istanbul, the financial capital of Turkey though we provide advice and legal services to our respected international corporate and private clients all over Turkey as well as most of the world’s major commercial and financial centres through our affiliations.

Dave & Girish & Co. Web: www.davegirish.com

Dave & Girish & Co., is a law firm practicing in the areas of international finance and corporate law with offices in Bangalore, Mumbai and Delhi. Dave & Girish & Co was founded in the year 1978 by the late Mohanlal Dave who specialised in banking and securities documentation. Late Mohanlal Dave was also awarded a citation by the Government of India for translating the Constitution of India from English to Sanskrit. Having celebrated our silver jubilee Dave & Girish & Co., is a relatively midsized law firm. The firm has historically pioneered many innovative transactions. The firm has to its credit, the structuring and documenting of the first securitisation transaction in India; the first offshore fund utilising a Mauritius vehicle; the first sale of a bank as a “going concern” in India; the first to create debenture trust deed, security document in Gujarat; and the first law firm to become a member of International Swaps Derivatives Association. Our team of advocates includes lawyers and excellent team leaders, each specialising in diversified practice areas. Success of the client is foremost at Dave & Girish & Co. Assisting our clients, in their business development and business transformation, achieving the success for our clients, looking for and mitigating the risks that our clients face is our fundamental purpose. Dave & Girish & Co. believes that the best practice is also the most cost-effective. The combination of seniority supported with able juniors assistants, makes up our superior team of lawyers. We value our clients foremost and this is what we call the D&G advantage.

HCS Name: Wendell Hollis Address: 25 Belmont Hills Drive, Belmont Hills, Warwick WK06, Bermuda P.O. Box HM2684 Tel: +1 441 2361612 Fax: +1 441 2361984 E-mail: whollis@hcsgroupltd.com Web: www.hcsgroupltd.com Acquisition International - February 2015 75

www.acquisition-intl.com

KSA Name: Joe Bodine Email: jbodine@abmi.net Web: www.abmi.net Address: 8500 West 110th Street, Overland Park KS, 66210 Tel: +1 913 341 6300

Joe Bodine, CEO of ABMI Mergers & Acquisitions Inc. (ABMI), tells us how the final quarter of 2014 panned out for his firm. Business brokers across the US are independent agents who sell small businesses valued up to US$15m. A typical business broker works with five to ten sellers at a time. Unfortunately, this industry has a horrible reputation for costing small business owners many millions because of their lack of expertise. It’s hard to believe, the entire industry is made up of unregulated “cowboy” and “lone ranger” independent business brokers. After 20 years of being caught in this broken industry, Joe Bodine, the CEO of ABMI Mergers & Acquisitions, made the daring and long overdue decision to fix the process. “Imagine when you sell… a team of six wellseasoned professionals, who have spent their entire lives running accounting firms, working as lawyers, buying and selling businesses and running companies of all types, show up at your door and offer to help?” says Bodine. “They use their combined lifetimes of experience as they evaluate, price, package, market, interview buyers, arranging financing and finally close the transaction. The ABMI team understands you spent your lifetime of blood sweat and tears building this company that’s become a direct reflection of who you are.” ABMI’s Q4, says Bodine, was the best he had seen in over a decade. “As we contemplate this article, we are actively managing seven transactions across multiple industries and have other deals on the brink of selling. I attribute this to the favourable market conditions discussed earlier and the way we are serving our clients.” And things are looking good for 2015, he says. “Given the continued exodus of retiring baby boomers, we expect to build up to the best 10 years the brokerage industry has ever experienced.”

76 Acquisition International - February 2015

Address: Ksa, attorneys, LLP 5790, Étienne-Dallaire Boulevard, Suite 205 Lévis (Québec) G6V 8V6 Canada Tel: +1 418 838 5500 Fax : +1 418 838 5518 Web: www.ksavocats.com

KSA is a firm located in Lévis, in the vicinity of Quebec City, offering a wide range of legal services. Deep loyalty. This is what distinguishes KSA, attorneys. Deep loyalty to its clients. Deep loyalty to its environment. KSA is a firm located in Lévis, in the vicinity of Quebec City, essentially dedicated to the service of small and medium size businesses, manufacturing businesses, construction businesses, financial institutions as well as public and parapublic institutions. More than twenty law professionals practice in sectors such as Business Law, Construction Law, Environmental Law, Entertainment and Intellectual Property Law, Civil and Commercial Litigation, Bankruptcy and Insolvency Law as well as Labour and Administrative Law. Most of its lawyers are bilingual, regularly perform work outside the province of Quebec and abroad and some also have a complementary education in common law or business management, or are members of the Law Society of Upper Canada or another professional order, such as the Ordre des Ingénieurs du Québec. Our Counsel, Serge Kronström, started his practice with his father Roger Kronström. KSA relies on the experience of lawyers with more than 30 years or practice, and the dynamism of young professionals devoted to customer service. The creation of KSA, attorneys shows the commitment of all its partners and team to provide you with a high quality service, courteous and best suited for your needs. Oriented towards meeting the client’s objectives, our lawyers combine professionalism and creativity to ensure our commitment is met: Exceeding your expectations, on time, all the time.

“

Deep loyalty to its clients. Deep loyalty to its environment.

”

Macauley, Bangura & Co. Web: www.mbclegal.org

MACAULEY, BANGURA & CO. has successfully positioned itself as the law firm of choice for legal, consultancy and investment business in Sierra Leone. MACAULEY, BANGURA & Co. is a relatively new player in the legal field in Sierra Leone. The firm was set up to meet the obvious gap in the provision of legal, consultancy and other services that was emerging towards the end of the conflict in 2000. The partners have positioned themselves to meet these anticipated developmental strides in the expanding legal and private sectors in order to respond to the rapidly changing needs of clients both within and outside the jurisdiction of a new and investment-hungry Sierra Leone. Consequently, the firm is now ranked as one of the top five law firms in the country and Sierra Leone’s largest. MACAULEY, BANGURA & Co. has grown from an initial three lawyers to now include numerous associates and legal officers, all qualified to practice as barristers-at-law and solicitors. This ensures that the firm maintains its undertaking of rapid, quality service to clients as partners, and other lawyers of the firm are on call 24 hours a day to attend to the needs of clients. MACAULEY, BANGURA & Co. prides itself on its competitive edge and maintains excellent relations with all the key players in the public, private and legal sectors in Sierra Leone, ensuring a complete service in investment, consultancies and legal matters. The firm is committed to first-class service delivery and is research-oriented, with young, dynamic, fast-paced and client-focused lawyers. The lawyers in the firm can call upon over twenty years’ experience of private and institutional practice including practicing in the offices of the Attorney General and Solicitor General of Sierra Leone and other law firms prior to the establishment of MACAULEY, BANGURA & Co. The firm has undertaken work since its inception for clients ranging from government and quasi government departments and agencies, corporations, foreign investors and sovereign states. MACAULEY, BANGURA & Co. aims to ensure the satisfaction of its clients and to this end undertake to ensure that “the client is never disadvantaged”. As Sierra Leone continues to enjoy sustained economic growth and stability, the firm of Macauley, Bangura & Co. has seized the opportunity to position itself as the law firm of choice for legal, consultancy and investment business in Sierra Leone.

Acquisition International's 2015 Q1 Review 2015 is now in full swing, and so itâ&#x20AC;&#x2122;s time to take a look back at how the first quarter has played out so far for firms around the world.

www.acquisition-intl.com

VM Value Management are Frankfurt-based international management consultants. Consulting and investment advisory firm, VM Value Management’s work is based on three pillars: Creativity, Doing and Results. Name: Prof. Dr. Jochen Vogel Phone: +49 069 7593 8493 Email: info@vmvalue.de Web: www.vmvalue.de

Services cover the following: • The VM FOruM offers Conferences for Leaders in Business and Politics • Performance Management and M&A Specialists • Profit Improvement through Operational Excellence • Commercial, Operational, Financial Due Diligence • Board Memberships and Management Training The firm has international clients from private equity, steel/metals, engineering, automotive, chemicals and industrial services.

Name: Juan Pablo Carrasco de Groote, Partner Email: jpcarrasco@central-law.com Web: www.central-law.com Address: 15 Avenue 18-28, Zone 13, Guatemala City, Guatemala Phone: +502 2383 6000 Fax +502 2361 3317

Founded in 1990 in the city of Guatemala, Díaz-Durán & Asociados | Central Law has been providing, since then, professional service in legal matters and consultancy, as well as a wide range of related services. The firm has positioned itself as one of the most prestigious and successful in Guatemala. Díaz-Durán & Asociados | Central Law Guatemala boasts the infrastructure, professionals and necessary staff to effectively provide its clients with an efficient and immediate service in all legal matters. Its multinational focus has characterised the firm, which represents the interests of local and international clients with a precise and personalised service. Given that globalisation of services is today a reality, Díaz-Durán & Asociados | Central Law has established a presence throughout Central America, Panama and the Dominican Republic. This allows us to provide our clients with a variety of options in their regional legal operations, coordinated from one contact point. Central Law is the result of a merger of our firm with leading law firms in the region. Central Law was founded in 2002 after a three year period of meticulous market and investment analysis of the Central American Region, Panama and Dominican Republic. With 11 offices in the countries of 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 our firm’s resources and expertise, which implies cost effective oriented services for our clients and a simplification of the overall process of doing business in the region.

78 Acquisition International - February 2015

Acquisition International’s 2015 Q1 Review

Hylands Law Firm Name: Mr. Jiang Jiang Position: Hylands Law Firm, Partner Email: jiangjiang@hylandslaw.com Beijing Office: Address: 12F Fortune Financial Center, No.5 Dongsanhuan Zhong Road, Chaoyang District, Beijing 100020, China Phone: +86 10 6502 8888 Fax: +86 10 6502 8866 Shanghai Office: Suite 1805, Xing Ye Tower, No. 1028 West Beijing Road, Jing’an District, Shanghai 200041, China Phone: +86-21 5256 9939 Fax: +86 21 5256 9930

Hylands is a leading full-service law firm in China with over 40 partners and 300 attorneys and professional staff. Headquartered in Beijing, Hylands has offices in Shanghai, Guangzhou, Nanjing and Hong Kong. Through TerraLex, an international network of independent law firms, Hylands has access to local expertise in more than 100 countries in the world when needed by clients. As a full-service firm, Hylands can provide its clients with a full range of legal services in civil, commercial, criminal and other matters, with a particular focus on anti-dumping, anti-trust, arbitration and litigation, banking and financing, corporate and securities, cross-border investment, FDI, franchising, intellectual property, international trade, labor and employment; M & A, media & entertainment, real estate, etc.. Hylands has been recognized by ALB as one of the top 20 law firms in China and one of the top 50 law firms in Asia. It has also been recognized a leading law firm in Competition & Antitrust, Corporate/M&A, Dispute Resolution, Intellectual Property, IT, Telco & Media, etc. by Asia, Chambers, Corporate INTL, Legal 500, etc..

“

Hylands has access to local expertise in more than 100 countries around the world, when needed by clients.

”

Name: Ross McDonough, Managing Partner, Head of Litigation Phone: +1 345 949 2648 Email: rmcdonough@campbellslegal.com Web: www.campbellslegal.com

Campbells have been leading the way for over 43 years, advising both local and international clients on Cayman Islands and British Virgin Islands law.

Campbells’ lawyers are recognised for their expertise by the leading directories and trade press and regularly advise some of the biggest names in finance, investment and insurance on local and offshore work. The litigation practice is one of the strongest in the Cayman Islands and has been instructed on some of the most high profile and complex cases in the jurisdiction. Firm lawyers sit on several of the key committees in the offshore industry, including the Financial Services Legislative Committee in the Cayman Islands, which is at the forefront of ensuring the islands remain a competitive jurisdiction. Work highlights include representing global banking institution Scotiabank on the restructuring of its listed retail investment funds; advising Great Basin Gold Ltd, a listed gold producer / miner, in an export finance facility with Credit Suisse AG as the primary lender; and LDK Solar CO., Ltd (in provisional liquidation) – acting for the holding company and its Cayman joint provisional liquidators in respect of the successful global restructuring of the group’s $1bn of offshore debt. The LDK Solar group is one of the world’s largest manufacturers of photovoltaic products.

Acquisition International - February 2015 79

www.acquisition-intl.com

Malta Financial Services Authority Website: www.mfsa.com.mt

The Malta Financial Services Authority is the single regulator for financial services in Malta. The Malta Financial Services Authority (MFSA) is the single licensing and supervisory authority for all financial services activity. The Authority is an autonomous public institution set up by law. The sector overseen by MFSA includes credit institutions, insurance business, investment services, pensions and trust management and recognised investment exchanges, that provide a wide range of products and services on the domestic and internal markets. The MFSA is further responsible for the consumer awareness and education in the financial services sector. It also manages Malta’s Registry of Companies.

Diener Advisory GmbH Company: Diener Advisory GmbH Name: Mr. Florian Diener Position: Managing Partner Email: florian.diener@diener-advisory.com Web: www.diener-advisory.com Address: Rathausstrasse 14, CH-6340 Baar, Switzerland Phone: +41 76 424 33 73

Diener Advisory is a Swiss-based management consulting firm advancing client missions through smart strategy, responsible management, close collaboration and integrity. Diener Advisory provides services in management consulting and interim management for companies and institutions of all industries and sizes with an emphasis on finance, controlling and accounting, organisational effectiveness, business process improvement, outsourcing, near shoring, restructuring, cost optimization, mergers & acquisition integration, governance, risk & compliance, oversight & control, expat tax compliance and succession counselling. Our record of success includes advising manufacturing companies, manufacturer of speciality chemicals for construction and industry and Big Five professional service and consulting firms. Our mission is definite and consistent since we were founded: • Achieving market recognition of the firm’s reliability, professionalism and accountability in all the services we offer. • Creating a working environment that demands integrity and stimulates entrepreneurial spirit, together with a deep sense of responsibility for our clients. • Concentrating our energy on maximizing our potential and maintaining our competitive advantage. • Ensuring long-term growth and consistent profitability. • Our successful track record is the result of the skill, dedication, vision and creativity of our people. They ensure that we continue our mission to excel our expertise. In Switzerland we hold an exclusive network of independent management consultants, change management, leadership and finance experts to offer the highest level of quality of advisory services. On a global base we are chosen by International Referral (IR) to be the exclusive Member for Business Advisory Services in Switzerland. Trust us.

80 Acquisition International - February 2015

2015 Leading Adviser In our leading advisor feature, we catch up with some of the most active and innovative advisory firms working internationally across all major sectors to find out exactly how they ensure that they â&#x20AC;&#x201C; and their clients â&#x20AC;&#x201C; deliver outstanding results while remaining at the cutting edge of their respective industries.

www.acquisition-intl.com

Address: Koinange Street, Consolidated Bank House, 4th Floor, Suite # 10 P. O. Box 25997-00504, Nairobi, Kenya Phone: +254 20 222 3055/6 Fax: +254 20 312229 Email: info@spectrumnetworkpi.com Web: www.spectrumnetworkpi.com

Nairobi-based Spectrum Network Limited is a firm of dedicated professionals and it was especially formed to fill the gap in the supply chain requirements. Spectrum Network International Ltd is a company of dedicated professionals committed to providing customer-tailored solutions in corporate investigations, risk consultancy and business intelligence. Our highly experienced, skilled & knowledgeable team always stands behind our commitment to the highest levels of customer service. Spectrum Network International Ltd has uniquely positioned itself to become a leading service provider in the region. We are an equal opportunity organization and every employee is given the opportunity to grow and learn in an environment that is conducive for growth. This approach gives our organization an invaluable depth and breadths, helping us provide clients with a broad range of perspectives, ideas and capabilities experience. Mission Statement To enable our clients attain global prosperity through establishment of professional systems that mitigate risks and guarantee growth. Vision Statement To provide world class value-assured services in Corporate Risk Management, Business Intelligence, General Investigations and Research Consultancy. Core Values Diligence. Honesty Integrity Accountability Our line of business Individual client attention is a deep-seated aspect of the professional services offered by Spectrum Network International Ltd. Our clients vary from privately-owned, multinational corporations, state owned and government agencies to companies listed on the Nairobi Stock Exchange. Our industry expertise provides many benefits to our clients’ lines of business, which include but not limited to: • Automotive Products • Chemicals • Financial Services • Natural Resources • Banking • Communications • Health Care • Real Estate • Building and Construction • Consumer Products • Industrial Products • Retail • Business Services • Electronics • Insurance • State-owned Entities

82 Acquisition International - February 2015

2015 Leading Adviser

Consulting Africa Tchad Phone: +235 22 51 61 10 Email: contact@consultingafricatchad.com Web: www.consultingafricatchad.com

Consulting Africa Tchad specialises in accounting assistance, audit, legal and tax assistance, project studies, organisational strategic management and advice to foreign and local companies, international organisations, NGOs and individuals. Consulting Africa Tchad carries out studies and provides assistance for the design, implementation, monitoring and evaluation of projects within the framework of own continuous improvement in every organisation. The competitive economic environment in which we operate forces companies and their shareholders to work with more rigor, competence and mobility every day. To this end, the group performs services financed by specialised agencies of the United Nations, the African Development Bank, World Bank, European Union, Non-Governmental Organisations, public sectors and Chadian public and private. In N’Djamena, the group can mobilise in case of contract a team of experts including accountants, legal experts, tax specialists, specialists in strategic management of organizations, projects, studies and consulting specialists and many of other bodies of the trade. The firm may appeal if necessary by independent experts and qualified partners. It has a database of over 600 relevant curriculum vitae together all areas of competence of the labor pool.

ECOSPECTRI Address: #39 T.Tabidze Str., Tbilisi, Georgia, 0162 Tel: +995 599 979748 Fax: +995 32 2 226019 Email: info@eco-spectri.ge Web: www.eco-spectri.ge

Web: www.israelinsurancelaw.com

Levitan, Sharon & Co. is a leading law firm specializing in insurance and reinsurance law in Israel.

International Certification Center “ECO-SPECTRI” Ltd. is a private, independent company with wide spectrum of interests and possibilities in the field of Quality Management Systems and Environmental Protection. ECO-SPECTRI was registered on 31 March 2008 (registration # 205247393) and is the first company in Georgia which has international accreditation with the competence for issuing certificates related to Environmental and Quality Management Systems (ISO 14001:2004 and ISO9001:2008). Founders and Advisory Board of the Company, as well as a pool of collaborators, industrial environmentalists and auditors are with many years of experience of participation in international industrial projects implemented in Georgia (BTC and SCP pipeline projects; Infrastructure Development Projects funded by IFIs) and abroad. On 10 September 2012 LTD “Eco-spectri” signed two franchise agreements with KoreanCompany GCERTI Co, Ltd and with Korean International Training Institute (IRI). The KoreanCertification Body GCERTI Co., Ltd. (address: Rm 406 ACE techno tower 3, Guro-Dong, Guro-Gu, Seoul) is an ISO 9001 (Quality Management System) and ISO 14001 (Environmental Management System) Certification Body which was accredited by ACCREDIA (Italian National Accreditation Body, www.accredia.it). According to the franchise agreement GCERTI Co Ltd is authorizing LTD “Eco-Spectri” to act on the market on its behalf, promote, advertise and perform any and all actions and/or part thereof to which GCERTI Co. Ltd. is authorized to.

The firm was established in 1981 by Rachel Levitan, who previously was the chief legal adviser of the largest insurance company in Israel (Migdal Insurance Co. Ltd.). Based on Levitan’s acquaintance with the local market, and the reinsurance world, her intention was to build a niche market law firm to service the insurance market both in Israel and outside – an idea which was innovative at the time. The firm grew, and within a few years became the leading insurance law firm in Israel, having several important legal precedents attributed to its name. The firm handles all aspects of insurance; life; nonlife; claims; coverage issues; reinsurance regulatory; and litigation, including class action defence. Due to the knowledge of the needs of the insurance market, and its special requirements, the firm has set up several unique departments which cater to such needs. Israel is a very litigious country, and holds the world record in numbers of attorneys, says Rachel Levitan, Senior Partner. “Therefore it is very rare that substantial or complicated insurance claims will be resolved without the involvement of a lawyer. “On the other hand, the insurance market is a very developed market and most businesses carry substantial amounts of insurance coverage.” Levitan Sharon & Co. advises most local insurers, as well as many of the reinsurers who reinsure the local insurers. “The advice includes update information about regulatory issues as well as updates on new legislations and court decisions,” says Levitan. “On a daily basis the firm is involved in handling claims or acting as coverage counsels.” Acquisition International - February 2015 83

www.acquisition-intl.com

Pedro Simões, Managing Director at Acoq Consulting in Sintra, Portugal, told us what makes a great adviser.

Email: contacto@acoq.pt Web: www.acoq.pt Address: Rua Abade Faria,36 Loja Esq., Mercês, 2725-475 Mem-Martins, Sintra, Portugal Phone: +351 219 205 225

Tell us a little about Acoq Consulting.

What attributes make a good adviser?

Acoq is a company with expertise in the areas of corporate and individual tax advising; non-habitual residence status; consultancy on investment (property, companies, financial products), management consultancy; general, analytical and budgeting accountancy; budget costs control; company evaluation and brokerage; price transfer file; setup, control and analysis of business plans’ results; and fiscal representation.

A good adviser doesn’t consider the first option to be the only option to a problem. The adviser has to look into a problem for different angles, and then decide which is the best way to go.

How would you describe the current business environment in your region? I feel that despite some problems with business addressed to individuals, the non-residents (EU citizens) and non-EU citizens are investing in Portugal and moving to Portugal. Portugal has a strong programme to get non-residents, where for EU citizens is possible to get exemption of taxes from source country, and for non-EU Citizens you also can have the Golden Visa, and apply for the same exemption. Despite the latest events with some public entities that rule the programme of the Golden Visa, I believe that mainly the population knows that the programme doesn´t have anything to do with that. Tell us exactly what you do on a day-to-day basis. Our work is basically to support the financial information from our clients business. We know exactly their P&L, and also when they need investment, etc. We have all kind of clients: individuals and companies. Our advice is mainly on tax affairs, and also on investments and business plans.

Tell us about your firm’s philosophy. Our philosophy is that clients come first, and we have to deal with them the same way we demand from our suppliers. We have to give attention to our clients’ needs, and helping the same way we deal with our own business. What kind of year has 2014 been, both for your business and the wider industry? 2014 was very good for our company. We have made several changes, divided activities between companies, and with some changes in the tax law for specific clientele we have had a way to increase our service to clients. Could you also give us your thoughts and predictions for 2015 and beyond? 2015 will be a very good year for our company; we have recently completed 10 years, and the challenge will be to have way to give back our clients on time what they need from us. We will have new changes in the tax law, and that will make our position more and more difficult. Tell us about any recent notable successes your business has enjoyed. We do lots of things, and don´t like to split one better than the others. We were asked more this year for due diligence on tax inspections, and the outcome was very good. We were able to reduce some problems from new clients.

84 Acquisition International - February 2015

2015 Leading Adviser

Manse & Garret Address: Manse & Garret Property Search, 18b Charles Street, Mayfair, London W1J 5DU Email: hello@manseandgarret.com Telephone: +44 20 7923 7564 Web: www. manseandgarret.com

Based in Mayfair and the City, Manse & Garret Property Search specialises in sourcing off-market luxury homes in London and country estates for residential homebuyers and investors.

Name: Ilya Kazi Web: www.mathys-sqyure.com Address: 32 London Bridge Street, London, SE1 9SG Phone: 020 7830 0000

Mathys & Squire is a Londonbased, full-service firm dedicated to maximising the value of its clients’ technologies, brands and designs. Mathys & Squire is one of Europe’s most established and well-regarded specialist intellectual property firms. Since our formation in 1910, we have been committed to building a genuine partnership with our clients.

Whether you are looking for a family home, a project or your first flat, our professional UK Property Finders will help you find the right property, in the right area, at the right price, saving you time, money and stress. We know how difficult it is to juggle a busy career with calling estate agents every day and how time consuming it can be to ensure your sale or rental proceeds in the timeframe required. We understand that people in public life don’t want to reveal their identities or intentions and we are committed to maintaining the privacy of our clients. Unlike most Property Finders and Relocation Agents, our background is in property development and site sourcing for developers so we can advise on adding value and levering ROI on what is for many people one of the biggest investments they will ever make. Our London Property Search Consultants are in contact with other property professionals every day and have close relationships with agents and developers throughout London. We explore all avenues to ensure your property search is successful and that the conveyancing process moves swiftly. We are a privately owned company based in London and Brighton. We owe no duty of care to the vendor or estate agents therefore our advice to our clients is impartial, objective and based on our up-to-theminute extensive knowledge of the property market. So when we tell you we are working exclusively for you, we really are! We look forward to hearing from you soon. We operate throughout the London area and the Home Counties. Our Brighton office deals with parts of Kent, Surrey and Sussex. Call us now on 020 7923 7564 for more information or to find out more click on the buttons below.

“

We explore all avenues to ensure your property search is successful.

”

We offer a full range of services dedicated to maximising the value of our clients’ technologies, brands and designs. Our patent, trade mark and design attorneys are qualified at both a UK and European level, with a legal expertise across a full spectrum of technical proficiencies. In the last two years, we have experienced significant growth and have seen a 25% increase in both our partnership and the general size of the firm. In 2014, we became the first legal tenant of the Shard, the tallest building in Western Europe, when we moved our UK headquarters to the 15th floor. We now work across five offices in London, Cambridge, Manchester, York and Reading. Our philosophy We are passionate about client care and place it at the heart of all our activities. All of our teams are customer-driven. We invest heavily in client relationships, building partnerships with our clients based on a genuine understanding of their business requirements allowing us to become proven and trusted suppliers of the services they require when they require them.

Ozturk & Partners Law Office Address : Esentepe Mh. İrfan Baştuğ Paşa Cd. 8/11 34394 Şişli, Istanbul, Turkey Tel: +90 (212) 291 12 37 Fax: +90 (212) 291 10 17 Email: info@ozturkozturk.av.tr Web: www.ozturkozturk.av.tr

Istanbul-based Ozturk & Partners Law Office offers a wide range of legal services. Ozturk & Partners Law Office was founded as a solo-practitioner law firm by Yasar Ozturk in Samsun on January 19, 1973. The firm was involved in general litigation, criminal law practice, commercial law, maritime law and torts at the beginning and expanded its services to the areas of banking law, financial law, aviation law, land transport law, multimodal transport, international legal affairs, construction law, insolvency and bankruptcy law, M&A , intellectual property at inland and cross border venues while converting to a partnership with new partners who are specialists in their practice areas. The firm has been expanding into new areas of practice in order to serve its clients’ needs and aiming always being on the edge as it used to be since the first day of entering in the legal business and always sought consistently to improve its methods in every way. We believe that quality of advice and service is the prime underlying reason for success and growth. The promptness in the services is another working principle of the firm. All of our attorneys and consultants are always ready to act on behalf of our clients as soon as being instructed accordingly.

We understand the best way in which we can work together, sharing best practice and a process driven service. We ensure that our service, policies and documentation reflect and maintain our clients’ respective brand values and reputation.

“ ”

We are passionate about client care.

Acquisition International - February 2015 85

www.acquisition-intl.com

Scot Race Consult

Insch Capital Management SA

Web: www.scotracebotswana.com

Web: www.inschinvest.com

Scot Race Consult is a firm of chartered certified accountants Gaborone, Botswana.

Insch Capital Management SA is a boutique alternative investment firm and is headquartered in Lugano, Switzerland.

Scot Race Consult was registered as a company in July 2009 in terms of the Companies Act of the Republic of Botswana. It is a firm of Chartered Certified Accountants, Specializing in Forensic Auditing and Internal Auditing; Accounting and Advisory Services.

Insch Capital Management SA is a privately owned alternative investment manager and is headquartered in Lugano, Switzerland. The firm was incorporated with limited liability in 1991 and is a crossover between a private investment company and a professional services firm. Insch is a regulated Swiss Fiduciary company and holds all the necessary permissions and licenses to act as financial intermediary and to conduct discretionary investment management services. The firm is also a member of a Swiss regulatory institution for money laundering matters.

Our Mission To map and contribute professionally, manage and promote professional accounting services in Botswana to meet global accounting standards. Our Objectives • To meet clients’ needs and strive to exceed those needs • To provide first class service to all our valued business partners • To ensure corporate viability for all our business partners • To know our clients business and make their business processes understandable • Integrity • Objectivity • Professional competence and due care • Confidentiality • Professional behaviour Social Responsibility We are socially responsible to our business partners, the public and our employees. We recognize stakeholder involvement as an important obligation and support worthwhile business initiatives in our market. We support the Empowerment initiatives by the Botswana Government and support economic development through sound management consultancy and advisory services. The company will always support efforts of non-governmental organizations in HIV and AIDS reduction, Poverty alleviation and Environmental free pollution.

“

To meet clients’ needs and strive to exceed those needs.

”

86 Acquisition International - February 2015

Insch is fully authorized to manage portfolios for private and institutional clients and specializes in alternative instruments and alternative investments. The firm is active in the field of asset management, investment consultancy and private equity. Insch is becoming a leader in the Alternative Investment Industry by developing strategies and investment opportunities that offer superior absolute returns commensurate with an acceptable level of risk. This is being achieved through detailed quantitative research, exhaustive systems testing, robust portfolio construction and thorough due diligence.

Anton_Ivanov / Shutterstock.com

Insch Active Advisory When trading in global markets, speed and accuracy of information is of the essence: The Insch Active Advisory team is available to respond immediately to market changes and to client requests. The Active Advisory trading service is a personalized and proactive service based on regular contact with each client. The knowledge acquired by such contact is invaluable in order to learn client preferences and to meet client needs and objectives. Rapid and direct availability of highly qualified advisors is the key combination of the Advisory service for dynamic and experienced clients who wish to be active. The Advisory team offer direct access to the dealing desk, allowing proactive clients to participate in the execution of their orders and receive information on how to best implement their strategies. Trading and execution of orders is a difficult art that demands detailed knowledge and mastery of many markets; their minutiae, trading techniques, and advanced financial systems. - All of which are constantly evolving. The Insch Active Advisory trading team is a specialized group dedicated to quality of service, market knowledge and speed of execution.

2015 Leading Adviser

Dugué & Kirtley AARPI Web: www.duguekirtley.com

Dugué & Kirtley AARPI is a leading French international arbitration law firm with multilingual lawyers serving clients internationally, which is specialized in international dispute resolution via international arbitration, negotiation, international mediation and other forms of alternative dispute resolution. Dugué & Kirtley ‘s international arbitration lawyers are highly-experienced in resolving international commercial disputes, investor-State disputes, and pure public international law disputes, working in many different languages with respect to disputes in most jurisdictions. Co-founder Christophe Dugué has practiced international arbitration at leading French international arbitration law firms for over twenty years at firms, such as at Shearman & Sterling where he was a partner for a decade. Co-founder William Kirtley has also practiced international arbitration at leading French international arbitration law firms for over a decade, providing legal representation in dozens of successful international commercial arbitrations, investor-State disputes and State-to-State disputes. In addition to serving as legal counsel, both co-founders are practicing arbitrators for arbitral institutions such as the ICC.

The French international arbitration law firm is based in Paris’ Left Bank, but serves as legal counsel for disputes globally, working closely with the members of the international arbitration legal network it founded, who are based in London, Geneva, Singapore, New York, Los Angeles, Istanbul and South Africa. The law firm is highly-ranked in legal publications such as Décideurs, yet offers fair and transparent legal fees designed to ensure the best value for the highest quality legal representation. As a French international arbitration law firm, we ensure: • Excellence in legal analysis • Mastery of all procedural techniques used in international arbitration and mediation • Legal representation of the highest caliber before diverse arbitral tribunals • Integrity, rigor and fierce legal representation for each of our clients While also offering: • Highly-competitive and fully-transparent legal fees • Custom-made, scalable, multilingual teams, that can be built with our clients for each case • Partners who are intimately involved in every aspect of each case • An excellent track record of successful international commercial, construction, and investor-State disputes The working languages of the French international arbitration law firm are English and French, although Dugué & Kirtley frequently works with cases involving Russian, Spanish, Italian, Portuguese, Arabic, Turkish, Hindi, Thai, Chinese and many other languages. Its lawyers have significant experience serving as counsel in most industries, pursuant to the laws of dozens of different legal systems, working hand-in-hand with foreign lawyers. Dugué & Kirtley’s clients are individuals, mid-sized corporations, large multinationals, State-owned enterprises and States. It regularly works with clients from all continents, providing international arbitration legal representation for small to very large international disputes. Its French international arbitration lawyers have previously served as counsel in ICC, ICSID, UNCITRAL, SCC, DIAC, SIAC, CICA, LCIA, PCA, CIArb, AFA, OHADA (CCJA), ICJ and ad hoc cases, typically against large international corporate firms, establishing an excellent track record in the process. Our French international arbitration law firm also regularly assists its clients in obtaining interim measures before French courts, along with ensuring the enforcement or annulment of arbitral awards. Dugué & Kirtley also regularly serves as legal counsel in pro bono cases. It is currently serving as lead counsel for the former British protectorate of Barotseland, which is seeking full independence from Zambia after decades of neglect and treaty violations.

Acquisition International - February 2015 87

www.acquisition-intl.com

JPWaVe Web: www.jpwave.nl Email: info@jpwave.nl Address: Utrechtseweg 223 3818 EE Amersfoort The Netherlands Phone: +31(0)33-4632606

Based in Amersfoort, the Netherlands, JPWaVe advises its clients in the field of the appraisal and commercialization of intellectual property in the life sciences sector.

JPWaVe provides worldwide intellectual property services to the life sciences business, financial and legal communities. We are based in Amersfoort, the Netherlands.

Navigating the complexities of the intellectual property landscape requires knowledge, insight and hands-on experience. Thatâ&#x20AC;&#x2122;s where you can rely on us.

JPWaVe advises its clients in the field of the appraisal and commercialization of intellectual property in the life sciences sector.

Services At JPWaVe we will assist you to grow current- and generate new revenue streams through successful commercialization of intellectual property assets. We understand the challenges the life sciences industry is facing and understand your operational and strategic needs.

Our business JPWaVe offers a range of services to the life sciences industry including patent valuation for Merger & Acquisitions and strategic thinking for commercialization of immaterial assets. Our highly committed professionals provide a consistently high level of service. Our world-class content helps you devise and implement a strategy for your IP assets and pursue opportunities for innovation. Our clients include many of the largest pharmaceutical corporations in the world, government agencies, not-for-profit organizations, legal firms and biotech start-ups. We work with a multi-disciplinary team with extensive experience in different sectors of the pharmaceutical, biotechnology and medical devices industries.

JPWaVeâ&#x20AC;&#x2122;s scope of services includes technology assessments, valid and useful scope analyses of IP portfolioâ&#x20AC;&#x2122;s, freedom-to-operate analyses, technology transfer in the field of life sciences, and hands-on management for early stage life science companies. JPWaVe is involved in technology assessments for Merger & Acquisitions, licensing negotiations, litigation and due diligences. Core expertises include monoclonal antibodies, oncology, virology and protein technology. About us Johan Renes (Msc Molecular and Chemical Biology) As a European Patent Attorney, Johan has represented clients in matters involving intellectual property issues, life sciences and management. He effectively managed a busy department of professionals for AKZO were he was responsible for coatings, pharmacy and human biotechnology portfolio. He was managing partner at VO Patents, one of the top-ten firms in Europe. He moved from litigation and opposition to building IP-strategies which successfully led to portfolios for large institutions and many life science start-ups. One of the highlights was the coaching of IntroGene in Leiden and UbiSys (Utrecht) through a merger into Crucell. He advises teams completing commercial deals involving immaterial assets. Paul Steverink (DVM, PhD, MBA from Erasmus University) Has a long track record in the commercialization of intellectual property in the life sciences industry. Having a PhD in immunology, for several years he headed the vaccine development group for endemic diseases at ID-Lelystad, The Netherlands where he headed the IP and Licensing Department and structured complex commercial and international transactions involving intellectual property. Paul was CFO of Crossbeta Biosciences, Utrecht leading multiple rounds of financing. He is currently CFO of APO-T BV and LinXis BV, which recently closed a second round of financing. Paul holds several board positions at European biotech companies. He has an MBA degree from Erasmus University, Rotterdam School of Management, The Netherlands, with a special focus on corporate finance.

88 Acquisition International - February 2015

2015 Leading Adviser

Rustem Guardian Address: 5 Chancery Lane 4th floor, London, EC4A 1BL Phone: 0845 621 8800 Fax: 020 7406 7523 Email: info@rustemguardian.co.uk Web: www.rustemguardian.co.uk

Rustem Guardian is a niche criminal defence law firm in London. Rustem Guardian was founded in 2005 by Managing Partner, Mr Timur Rustem, after a very successful and high profile career based in the City of London. Just ten years on, Rustem Guardian has established itself as a formidable niche criminal defence law firm in London with a reputation associated with high profile and high complex criminal cases. The firm’s reputation means that Timur is regularly invited to comment in the media. Timur Rustem, founder and Managing Partner comments: “We have a small but dedicated team with an enviable reputation for meticulous case preparation and tenacity in defending its clients. We take pride in being a multi-cultural firm with a team of solicitors and paralegals that speak a range of languages. We are a leader in criminal defence work as Rustem Guardian uniquely houses both solicitors and barristers, placing ourselves above other standard practicing law firms. Clients choose Rustem Guardian as the firm is known for its discreet and sensitive approach to what can be complex and life destroying allegations.

Wong Tan & Molly Lim LLC Address: 80 Robinson Road, #17-02, Singapore 068898 Phone: +65 6222 8008 Fax: +65 6222 8001 Email: swong@wtl.com.sg Web: www.wtl.com.sg

Wong Tan & Molly Lim LLC, in Singapore, offers a comprehensive range of legal services to clients with international and local business interests. Wong Tan & Molly Lim LLC (WTL) was established by a group of lawyers who, up to December 1986, were senior associates with the major international law firm Freshfields. WTL is a limited liability law corporation. We offer a comprehensive range of legal services to clients with international and local business interests. Our firm focuses primarily on banking and finance, mergers and acquisitions, corporate finance, general corporate and commercial law, on-shore representation for foreign corporations, corporate and commercial litigation, arbitration, mediation and other forms of dispute resolution. We work frequently with lawyers from international law firms as well as directly with multinational corporations and Fortune 500 companies, particularly on international transactions with an Asian involvement. We have chosen not to participate in formal alliances or networks, preferring to remain independent and to maintain contacts with various firms worldwide and to choose the firms we work with on individual international transactions. We have also established working relationships with a network of lawyers across Asia following many cross-border and international transactions.

We are recognised by major international legal journals and publications (such as Chambers Global List of The World’s Leading Lawyers, Euromoney’s Guide to the world’s Leading Banking Lawyers, The Asia Pacific Legal (500), AsiaLaw Profiles Guide to Asia’s Leading Law Firms, PLC Which Lawyer and IFLR 1000 (The Guide to the World’s Leading Financial Law Firms)) to be amongst the leading firms in our chosen areas of practice. The firm has three broad areas of practice: Corporate and Commercial/Finance practice; Arbitration; Mediation and Litigation practice; and Property (Real Estate) practice. The firm’s client base includes statutory bodies, local corporations, multinational companies, international and local law firms and accounting firms, international banks, securities houses and public or supranational institutions conducting cross-border business.

We appreciate that the law is complex and challenging and we strive to give every client the advice and support they are entitled to. We also recognise that problems can arise at inconvenient times. We are therefore available to help 24 hours a day, seven days a week.”

Tropinina Olga / Shutterstock.com

Acquisition International - February 2015 89

Notaries Making Business Expansion Possible Big business is about big decisions. But it’s the small details – a vital form that needs to be notarised at short notice, for example – that can often make or break a deal. That’s where notaries come in. Here, we take a closer look at the crucial and often urgent work carried out by notaries across the globe.

www.acquisition-intl.com

Company: Sloan Law Pty Limited Name: Colin Ronald Sloan Email: colin@sloanlaw.com.au Web: www.sloanlaw.com.au Address: Suite 403, 17 Bolton Street, Newcastle NSW 2300 Australia

We caught up with Colin Ronald Sloan, Solicitor Director of Sloan Law Pty Limited based in Newcastle, New South Wales and a Notary Public registered in New South Wales, to find out how a notary can help an expanding business.

Please provide a brief background of your firm, your specialist areas of expertise and comment upon how the firm distinguishes itself from the competition. The firm has been in operation for over seven years. Our practice has an emphasis on construction, mining services, engineering and manufacturing businesses. The firm prides itself on its client relationships. We add value through a pragmatic and commercial approach with no tolerance for “stuffed shirt” legal snobbery. In short, we speak the language of our clients.

How would you describe the current business environment in your region? The Hunter Valley and Newcastle region is well known as the industrial power house of New South Wales. The main industries are; coal mining, manufacturing and power generation. The current economic climate could best be described as “the middle of a slow-down”. Capital investment in the mining and manufacturing industries in the region has slowed. The local economy is facing the dual head winds of lower commodity prices and increased foreign competition for manufactured goods. However, on the plus side, the value of the Australian dollar against other foreign currencies is easing, benefitting local manufacturers. As a result of these conditions, there are bargains to be had if a business is on the acquisition trail. What are the main differences between a notary and a solicitor or other kinds of advisors? A notary is recognised internationally as a person of good character who can certify the authenticity of documents. A notary can, therefore, be particularly useful in cross-border transactions where the parties may not be entirely familiar with the local legal system. What risks will an experienced notary look to reduce for an expanding business? An experienced notary will reduce the risk of forged or false documents misleading a potential purchaser. We can also assist purchasers understand the veracity of documents presented at the due diligence stage. Tell us why your business is particularly well equipped to work with businesses looking to expand overseas. Sloan Law is uniquely placed to assist businesses looking to expand in this region because of our extensive local knowledge, networks and expertise. We know all the main players in the local legal, financial, mining and manufacturing sectors. How do you ensure that your business is always at the forefront of any changes or developments in your industry? I am a registered member of the Society of Notaries NSW Inc and regularly attend continuing legal training seminars. However, the best training is the ongoing interaction with our clients where we can use our skills to mitigate risks and help them obtain the best commercial outcomes.

92 Acquisition International - February 2015

Notaries - Making Business Expansion Possible

Recent growth in investment in the UK means the need for skilled notaries’ services are greater than ever, says Diana Syziu, Associate and Notary Public at Hill Dickinson LLP. Diana Syziu Associate and Notary Public Phone +44 (0)20 7280 9298 Email diana.syziu@hilldickinson.com Web: www.hilldickinson.com

In the last two years, the UK’s business environment has seen significant growth in areas of investment such as private foreign investors, investment funds and joint ventures “marriages”. Following the recession, there has been a rise in opportunities for these investors to advance overseas where they have identified areas of significant growth and diversity in areas of investment. Although this increased activity has been beneficial to the corporate industry as a whole, in these transactions lie a number of issues that need to be skilfully addressed. Challenges facing overseas transactions Fraud (in many forms, as fraudulent activities, money laundering or identity theft) is a major issue in business expansion, especially in international transactions where it becomes more intricate to identify all the parties involved. This is a challenge faced by all city firms, particularly those providing professional services to international companies. If the right measures aren’t in place to identify fraud, it can lead to disastrous consequences on both a corporate and personal level for the parties involved. Helping businesses overseas Notaries are trusted advisors to any third party reliance involved in international transactions. They bridge the gap between the foreign jurisdictions and the parties to a successful deal closing. A notary’s role is to ensure that the parties feel comfortable with the deal documentation, the correct measures and requisite checks have been thoroughly made and all documents for notarisation and the formalities required to enforce these in a foreign jurisdiction. All notarised documents are accepted as evidence in any court of law. It is for that reason that a notary’s business is an overseas/international practice in its nature.

How we can help Hill Dickinson is well equipped to work with businesses looking to expand overseas. We provide full notarial support through our established expertise in international transactions and multi-national client base. We extend our support by working closely with international counterparts and providing legal advice through our four international offices. As a firm we have adapted our services to fit the individual needs of our clients. Within remit, we always make ourselves available to clients that operate within different time zones. The future I believe the next twelve months hold a variety of new opportunities for international businesses. As the corporate economy continues to grow, more UK companies will begin to branch out overseas and vice versa. It is important that any business looking to take part in international matters acquires the services of a notary to oversee and assist throughout the transaction and to ensure that any legal issues are perpetually avoided. Diana Syziu is an Associate and Notary Public at Hill Dickinson LLP. She advises clients on a variety of shipping, corporate and commercial matters. Diana’s specialisms include notarial services, commercial agreements, company formation, company reorganisation as well as contracts and joint ventures.

Acquisition International - February 2015 93

www.acquisition-intl.com

Web: www.savillenotaries.com

Saville & Co. Scrivener Notaries is a leading firm of notaries in England, based in the heart of London. The firm has been providing professional notarial services to global banks, companies, international law firms and private individuals for over twenty years.

As a firm of Scrivener Notaries, we are uniquely qualified to deal with documents for use abroad. All our notaries are fluent in two languages besides English and have trained in notaries’ offices overseas, so we fully understand the notarial and legalisation requirements of other jurisdictions. We notarise documents in many different languages, including French, German, Italian, Portuguese, Russian and Spanish and have native-speakers of these and more, including Bulgarian, Mandarin and Polish, working in-house. As well as notarially certifying the identity and authority of signatories to contracts, powers of attorney, resolutions and other documents, we also provide certified translations and true copies. All our records are kept electronically and we are available 24 hours a day via email. Saville & Co. prides itself on its reputation for speed and efficiency in all areas of notarial practice. A Scrivener Notary can assist a company looking to expand overseas by liaising with the company’s overseas lawyers to provide the documentation they need to set up a branch or by preparing the

necessary documents for a tender. The notary will review the list of requirements, draft, translate and certify the relevant documents and have them legalised for use in the foreign jurisdiction. The main benefit brought to a business by a notary is certainty. An experienced Scrivener Notary will be able to provide accurate English translations of any correspondence, contracts or other paperwork and will ensure that all the company’s documentation is correctly executed with the relevant authorities in place. That way, both the business concerned, any representatives of the business abroad and any contracting parties can be sure they can rely on the documents provided, minimising the risk of future litigation. Many jurisdictions expect documents to be certified by a notary and will often reject them if they are certified by a solicitor. A notary’s duty is not only to his client but to anyone who places legitimate reliance on the notarial act. A notary must therefore act impartially and with integrity. Engaging a Scrivener Notary at the start of the process ensures that documents are accepted straight away, saving the company time and money.

“ ”

A Scrivener Notary can assist a company looking to expand overseas.

94 Acquisition International - February 2015

Notaries - Making Business Expansion Possible

James Couzens is a notary public practising in Aylesbury, Buckinghamshire. As a preferred supplier to the Thames Valley Chamber of Commerce, he works with a wide range of businesses and other organisations. In the UK, notaries are relied upon by businesses and other organisations to confirm credentials in overseas transactions. The south-east economy is vibrant and expanding, at home and abroad. Because a notary is always involved in overseas transactions, I welcome the benefits that international growth brings. A notary must be present when a document needs signing. The notary verifies that the right person or persons are signing, that they are authorised to sign and know what they are signing. They must provide relevant ID. It is usually not enough to photocopy documents to confirm they are genuine copies; the documents must be authenticated by checking the originals were properly issued and are valid. Solicitors or others who might be asked to provide certificates can rarely authenticate documents to satisfy overseas recipients. Notaries are particularly relied upon in overseas transactions because they provide the best safeguard against fraud. International trade is increasing - and so are opportunities for fraud. Without face to face identity checks, fraud is easily committed. The other party, or their lawyer, often insist that a notary certifies documents because the service is reliable, and the notary is held responsible for errors.

Documents must often be legalised at the Foreign and Commonwealth Office and/or a country’s UK embassy - a complicated process in which notaries are well-versed. Not using a notary can mean transactions will be ineffective, or at least delayed. Notaries frequently deal with urgent transactions and the process isn’t always fully understood by clients. I provide online videos (see www.aylesburynotary.co.uk) to help clients. Because deadlines are often tight, I regularly see clients outside normal business hours and at weekends. The documentary process governing overseas transactions can often be slow and confusing. My notarial knowledge and years of experience mean I can help clients proceed successfully and get their matter completed. As a member of the Faculty of Notaries’ qualifications board I am at the forefront of developments in the governance and development of the notarial profession. This means clients benefit from best practice and their transactions are completed speedily and efficiently. We live in an increasingly virtual world. With fraud now an ever-present threat and the need to prove authenticity, on or offline, the notary’s role will become ever more important.

Acquisition International - February 2015 95

www.acquisition-intl.com

Company: RSM Poland KZWS Name: Dawid Stolarek, Corporate Finance Manager Email: biuro@rsmi.pl Web: www.rsmi.pl Address: Miła 2, 00-180 Warsaw Phone: +48 22 869 06 66, +48 22 560 06 66

Poland

Europe's Economic Success in 2015 Dawid Stolarek, Corporate Finance Manager at Polish professional audit, tax, accounting, legal and corporate finance services company, RSM Poland KZWS, gives us his outlook for his country this year.

Please tell us a little about RSM Poland KZWS. RSM Poland KZWS provides a wide range of advisory services to Polish entrepreneurs and international companies conducting their businesses in Poland. Our offer includes top quality auditing, accountancy outsourcing, HR and payroll documentation, plus tax, legal and transaction advisory services. Our company supports foreign investors in establishing and organising their companies in Poland and also in finding appropriate business contacts or potential targets to be acquired. The company was established in 1991. Initially it was running as a small local accounting and tax advisory office. Rapid growth, parallel to the rising Polish free market has led us to over 150 staff employed, providing comprehensive advisory services. Our stationary offices are located in Warsaw – the capital city of Poland and the most important business

centre in the country and in Poznań – the major city of Greater Poland, which is one of the biggest and most rapidly developing Polish provinces. In 2009 the company joined RSM International – the 7th largest global network of accounting and consulting firms. RSM Poland KZWS is proud to be the only representative of RSM International in Poland. The whole network has a total of 732 offices in 112 countries and employs 37,000 professionals. Local roots and membership in international network enable RSM Poland KZWS to stay close to the needs of the specific client and to support them with the application of world’s best comprehensive advisory solutions. How would you describe the current business environment in Poland? Poland, over 25 years ago, applied market principles to its economy. During this time the country has achieved huge success in transformation and the level of economic development. Now Poland is recognised as an important and still growing member of European Common Market. Poland has a special position in CEE countries due to the size of its internal market, high level of GDP growth and a stable economic and administrative environment. These factors attract foreign investors for whom Poland is usually the first choice of country when considering new company set up. How does Poland’s geographic location affect its attractiveness to foreign investors? Poland is located at the intersection of Europe’s main transport corridors. This is of course very good information for all wishing to do business here. Location in the centre of Europe supports the development of transportation companies and provides a wide access to a variety of goods for all consumers and entrepreneurs. In recent years Poland has made great progress in the quantity of fast roads. This of course does not meet all needs, but further investments are going to be continued intensively at least until 2020. Crucial investments are also being made in rail transport and seaport infrastructure.

96 Acquisition International - February 2015

Poland - Europe’s Economic Success in 2015

In your opinion, will the current economic upturn last, and if so, what challenges must Poland overcome? Looking at fundamentals, the Polish economy is in a very good situation. Strong growth of GDP, low budget deficit, stable prices and the predictable political environment in combination with 38.5 million consumers must make an impression on investors. Many of them have taken the advantage of business expansion in Poland and now they are – in most cases – very pleased with that. To maintain rapid growth in the future the Polish authorities must, first of all, create conditions reducing bureaucracy in the public sector and encouraging entrepreneurs to be more active. An example of how to facilitate business activity is our special economic zones (SEZ). Currently in Poland we have 14 SEZ, operating in many locations, in different parts of the country. Companies willing to invest in SEZ are able to benefit from: tax exemption, a plot of land fully prepared for the investment at a competitive price, free-of-charge assistance in fulfilment of formalities and real estate tax exemption (applies to some municipalities). In total, almost €25bn has been invested in SEZ up till now. One of the latest examples – VW – is now building its new car assembly plant within the Wałbrzych Special Economic Zone. The whole investment amounts to €800m. It will start operating in 2016. Which sectors have seen the most activity and has this changed compared to the previous years? Where do the greatest opportunities for investors lie? A wide range of industries have very favourable circumstances for development. The automotive and renewable energy industries are especially worth mentioning. In recent years Poland has become a huge production facility for the automotive industry. This could be hard to believe, when only looking at car assembly plants, but when one focuses on the production of components, it is apparent, that the Polish automotive industry is fast growing and has a very strong position in Europe. This success was possible due to wide access to a qualified and motivated labour force managed by very good engineers. When describing the renewable energy industry, one must point out, that the Polish energy industry is currently strongly based on coal. According to the environmental policy, firmly supported by the EU, this will not be tenable in the future. Green energy is an obvious resource to replace fossil fuel in part. Currently available technologies enable it to be produced quite cheaply and safely.

Acquisition International - February 2015 97

www.acquisition-intl.com

www.TaxRiskManagement. com Name: Professor Dr. Daniel N. Erasmus Email: daniel@ taxriskmanagement.com Web: www.TaxRiskManagement.com Address: (Africa) PO Box 2603, Kocksvlei, 1764, South Africa (North America) PO Box 1247, Jupiter, Florida, 33458 Phone: (Africa) +27 11 698 0329 (North America) + 1 866 759 9467/561 568 7115

Transfer Pricing: Meeting the Successors of International Trade Professor Dr. Daniel N. Erasmus, chairman of www.TaxRiskManagement. com, tells us about his firm and Africa’s transfer pricing landscape. www.TaxRiskManagement.com is the only niche specialist international tax firm dedicated to transfer pricing issues in Africa that has hands on litigation experience in numerous countries in Africa (Uganda, Malawi, Zimbabwe, Zambia and South Africa). Transfer pricing is important in Africa, says Professor Dr. Daniel N. Erasmus, chairman of www. TaxRiskManagement.com, because it is the focal point of most African revenue authorities. “Revenue authorities in Africa have become very aggressive in pursuing transfer pricing,” he says. Recently, he says, African tax authorities are skilling up in transfer pricing, and pursuing many multinational companies. As for the future, Erasmus says www. TaxRiskManagement.com has a number of transfer pricing litigation cases in various countries where it has noticed the lack of skill sets in the revenue authority transfer pricing teams. “Our professionals are all involved as adjunct professors teaching

98 Acquisition International - February 2015

transfer pricing principles to professional delegates in various African countries, including revenue authorities. We hope to increase the level of knowledge through litigation and teaching initiatives.” Our African tax education initiative is offered through www.IITF.net in conjunction with the Thomas Jefferson School of Law in San Diego, California, USA. The year courses on offer include: an Advanced Diploma in Transfer Pricing (Africa specific), and an Advanced Diploma in International Law. The Thomas Jefferson School of Law is an approved educational institution for students wanting to write the UK based Chartered Institute of Taxation Advanced Diploma in International Taxation. By association so are the www. IITF.net courses. Courses completed through www. IITF.net also qualify as credits towards an American LLM in International Taxation through the Thomas Jefferson School of Law. All courses are offered online with tutorial discussions taking place online and live.

Patents – Storming the World of IP

Rajeshwari & Associates Name: Rajeshwari H Email: rajeshwari@ralegal.co.in Web: www.ralegal.co.in Address: S-208, Panchsheel Park, New Delhi, India Phone: +91 011 4803 8911

Patents – Storming the World of IP Rajeshwari Hariharan, a partner with Rajeshwari & Associates law firm in New Delhi, gives us his thoughts on India’s intellectual property landscape.

Rajeshwari & Associates is a law firm that specialise in intellectual property law. The firm has technical and legal experts; and this unique combination offers a great advantage in advising clients. “The approach of the firm is not just practical, but also keeps in view the business in perspective,” says Rajeshwari Hariharan, a partner at the firm. “At our firm, we try to be focussed on patents, especially contentious matters and keep advice as accurate and practical as possible.” Today, patents are vital in fostering innovation. “At the heart of innovation is new developments and new developments and trends in the industry can only evolve continuously in the industry when they are given a free hand and when inventions are protected,” says Rajeshwari. “The only way to protect inventions is through patents. So far in India, industries have tried to introduce products already present in the world market. However, now the trend is changing and industries are moving towards introducing new and innovative products in the market. There is an increasing trend of filing for patents to capture and protect new technologies being introduced. In view of these developments, patents are extremely important and quite key in fostering innovation.”

Rajeshwari says that, in India, companies and universities have tended to disregard IP protection in general, and awareness of it has not been particularly high. “However, now the trend is changing. Industries and universities alike are trying to invest in IP, especially patents and trying to develop and introduce innovative products. There is a palpable increase in their number of filings from the Indian industries.” Over the next 12 months and beyond, Rajeshwari believes that in India the focus in general will be on improvement of infrastructure and other amenities to facilitate protection of IP. “The focus will also be on effective enforcement. The government has already started working in this direction and has set up an IP think tank. I also foresee that Indian industry will be very keen to enforce their intellectual property rights.”

Acquisition International - February 2015 99

www.acquisition-intl.com

Magichands Company Ltd Name: Bright Greene Email: bright@magichandsgh.com Web: www.magichandsgh.com Address: Hse #3 , 7th Close, Justice A. Brobbey Ave. Mile 7, New Achimota, Accra, Ghana Phone: +233 244529987 +233 302 408602

Outlook on Ghana's Advertising Sector Bright Greene, CEO/Creative Director, Magichands Co. Ltd, in Accra, gives us a rundown of the services his firm provides, and the prospects for Ghanaâ&#x20AC;&#x2122;s advertising industry. The Ghanaian advertising market is an exciting one. Itâ&#x20AC;&#x2122;s an open market system with great opportunities and challenges as well.

trained professionals within and outside the country results in an output of excellent productivity with high standard of in house quality control system.

MagicHands Company Ltd is a Ghanaian advertising company. We have the latest facilities and new approach to advertising.

Our strong position of partnership in the international market is based on our strength in key areas: Innovation and competitive product ideas, investment in increasingly efficient technologies and with service solutions that assure our customers significant advantages.

Our area of focus is on promotional items which include almost all variety of products that promotes and qualifies establishments like companies, organizations, institutions, tourist centers, as well as trade shows/ events, occasions and individual personalization. We cover areas in any form of wide format printing, displays and quality printing of logos on products. MagicHands has creative concepts which go beyond the usual known forms of promotional items. We are experts in branding. Excellent customer relations, building an atmosphere of confidence in our clients and crowning our products with value added services with satisfactory pricing, makes MagicHands your ultimate choice and partner in business. We have broadened our horizon in the phase of market limitation. Thus we use quality materials which we locate both in Ghana and abroad to enhance our finished products. The blend of our well

100 Acquisition International - February 2015

This is due to a comprehensive offer range, competent staff, progressive development and technology and understanding the traditional behavior of our clients. If you choose a promotional item from Magichands Co Ltd, you choose to trust in a brand with image. You will not only find products of premium design and quality but also ideas to communicate to various target audience profile. Whatever you are looking for, our range of products offers ideas supporting every image and budget, commencing with the original giveaway, all the way up to a high-quality personalized gift. Our consultancy services offer you unlimited possibilities in creatively developing very individual and CI-conforming promotional gifts.

Forming a Successful Business in the Dominican Republic

Prieto Cabrera & Asociados Name: Aimee Prieto Email: aprieto@prietocabrera.com Web: www.prietocabrera.com Address: Haim Lopez Penha No. 19, Paraiso, Santo Domingo, Dominican Republic Phone: +1 809 541 1444

Dominican Republic: an Ideal Investment Destination Aimee Prieto, from the Law Firm Prieto Cabrera & Asociados in Santo Domingo, Dominican Republic, gives us some advice on investing in the Caribbean nation. The Dominican Republic is a tropical island located in the heart of the Caribbean Sea. It is the second largest Caribbean country, with 48,445 square kilometres (18,705 square miles) and a population of over 10 million people. With a GDP of over US$60.6bn, Dominican Republic is the largest and most stable economy in the region. The Dominican Republicâ&#x20AC;&#x2122;s main economic activity is the service sector including tourism, free trade zones and call centres followed by agriculture. It has a strong consolidated financial sector and a well-organised business community. Dominican Republic is the most visited destination in the Caribbean with almost 70,000 hotel rooms and receiving over 5 million visitors per year. It has

over 500km (300 miles) of beautiful beaches, allyear tropical weather, mountains, mighty rivers and the tallest peak in the Caribbean at approximately 3,098m above sea level. The Dominican Republic is a democratic republic that welcomes foreign investment. Foreign investors have the same requirements as Dominican nationals to create new businesses. As a developing nation with a stable legal and economic environment, the Dominican Republic is also an attractive destination for foreign investors. The most attractive opportunities for investment are in tourism, agriculture, real estate, commerce, industry, film and media, information and technology industries including call centres. These sectors are favoured by tax incentives, low labour costs and a strategic geographical location in the crossroads of the Americas. Law No. 195-13 grants a tax exemption to investments in the development of tourist and hotel activities and complementary offers. The income tax-exemption period for tourist resorts, businesses or companies has a duration of fifteen years from the date of completion of the construction work. In addition, this law waives applicable import taxes and value added tax on machinery, equipment, materials and movable assets that are required to build or renovate the tourist resort or development. Moreover, purchasers of real estate properties (villas and condos) can request waiver of the transfer tax equivalent to 3% of the value of the property, and waiver of the property tax for 15 years, which is an annual charge of 1% of the property value. The growth of the Dominican Republic has been significant in the last decade due to its geographic and economic environments and to the enactment of strategic commercial policies. The Dominican Republic is a party of the free trade agreement with the United States of America and Central America (DR-CAFTA), and the Economic Co-operation Agreement (EPA) with the European Union and the countries of the Forum of the Caribbean Group of African, Caribbean and Pacific (ACP) States (CARIFORUM). Prieto Cabrera & Asociados (formerly LegalExport, SRL), established in 2008, caters foreign clients with specific needs in the Dominican market. Prieto Cabrera & Asociados practice includes real estate law and investments, asset recovery, commercial business transactions and litigation in the Dominican Republic. Acquisition International - February 2015 101

www.acquisition-intl.com

Web: www.quislex.com

Legal Process Outsourcing: Efficiency and the Knowledge Worker Adam Beschloss, Director, Client Solutions and Philip Algieri, Associate Vice President, Legal Services, at QuisLex, tell us why process discipline in delivering legal services matters – and how legal outsourcing can help.

Highly trained professionals such as lawyers do not tend to view their work in terms of efficiency. The focus is on effectiveness – outcomes. Attorneys are not typically appraised on the processes that produce those outcomes. It can even be a particularly distasteful concept to the specialist. The individual who through years of specialized study, practice, and experience compiles a curriculum vitae that demonstrates notable achievement and success – how does one value such expertise? Certainly not in six minute increments. Efficiency, then, is thought to be the province of labor, supply chains, manufacturing, and assembly lines; of rote repetitive work that does not require solving the complex problems legal counsel must master to properly advise their clients and effectively mitigate risks that involve threats to reputation, finance, and even survivability. So how can legal advisors look to concepts such as process efficiency to meet the challenges of a legal market that has become cost conscious, but is unwilling to sacrifice quality results? Does efficiency matter in the realm of legal advice? Hyderabad is fifth largest contributor city to India’s GDP with US$74 billion

SNEHIT / Shutterstock.com

Even a good legal outcome, if executed poorly, carries costs that can have negative impacts. The imputed cost of a service delivered inefficiently is tantamount to a hidden cost that in today’s economy and scale is no longer hidden. Legal actions that involve e-discovery, M&A due diligence, large scale response to regulatory requests, or managing the compliance and business risk inherent in inefficient contracting schema for example, have amplified and spotlighted this effect. Process discipline in delivering legal services matters. While expert legal advice is not a function of efficiency per se, the effective delivery of that advice is dependent on myriad functions and operations that benefit from efficiency. And cost matters. How Legal Outsourcing Can Help Delivery models that do not optimally organize intellectual capital, time, and resources create challenges (whether involving efficiency or effectiveness) that will assert themselves, particularly as a function of scale and increasingly unhappy CFOs. Inefficient systems do not scale well. The tendency is to address these issues when and where they become apparent. We fix them at the point they become visible, rather than addressing the systemic failure – the root cause. This effect is clearly seen in legal services as the attempt to drive down costs through methods such as alternative fee arrangements, fixed fees, or simply heavily negotiated discounts continue to frustrate providers and clients alike, much as budget cutting and headcount constraints have impacted corporate legal departments. In the end, no one is happy: clients still pay “too much,” staff are overworked, and client satisfaction falls. As a result, it is not enough to just lower the unit costs (e.g., hourly rates). The increasing volume of transactions for a global business, and the enormity of data involved in litigations and investigations far outpace the reduction in billable hours or other volume-based costs. New models are required to create a sustainable and positive cost/benefit equation. A process-driven perspective leveraging technology (not merely applying new technology to current methods) can lead to new models that do more than lower cost; they can improve services, enable new opportunities and create value.

102 Acquisition International - February 2015

Legal Process Outsourcing: Efficiency and the Knowledge Worker

Outsourcing, while commonplace in the business world, is a relatively new model for legal services. It has demonstrated an ability to not only reduce cost through wage arbitrage, but to significantly improve legal functions that rely on operational expertise. These include M&A due diligence, contract lifecycle management, compliance, and eDiscovery, among other functions. Legal Process Outsourcing (“LPO”) firms have successfully applied the concept of process improvement to legal services for more than a decade using the well-proven methods of Lean (process efficiency) and Six Sigma (process effectiveness) to reduce cost and improve quality. While both have their roots in manufacturing, they have been widely used in many service sectors, and more recently have gained traction in corporate legal departments. There are many benefits to utilizing these disciplines – reduced error rates, faster cycle times, and better management of resources to name a few. The compelling proposition of all successful outsourcing engagements, however, whether it is the delivery of legal services or the manufacturing of widgets, is the improved alignment, allocation, and use of resources that leads to delivering higher quality services at reduced cost.

The unique benefit of LPO is that with a deep expertise in process discipline and extensive legal knowledge, they are well positioned to help corporate legal departments improve operationally and law firms manage for the price competitiveness that has entered the legal market with ferocity. The emphasis on efficiency and effectiveness enables a solution for legal services delivery in a market where conditions continue to, in the case of law firms, push operational cost back to the firm, and in the case of corporate legal departments, demand “doing more with less.” Outsourcing legal services has proven to be effective in optimizing resources and rationalizing budgets for corporate legal departments and law firms that have chosen to outsource legal work that benefits from process expertise, improving their competitive positioning, and allowing counsel to focus on the higher value strategic work for which clients (internal and external) gladly pay.

Acquisition International - February 2015 103

www.acquisition-intl.com

Email: kpmg@kpmg-sl.com Address: Bicentenary House, 17 Wallace Johnson Street, Freetown Sierra Leone Phone: +232 22 222061/2

Global Perspectives: The Oil and Gas Industry KPMG is the largest firm of chartered accountants and business advisers in Sierra Leone.

We at KPMG Sierra Leone have always taken pride in the quality of our work, the experience and professionalism we bring, and the robustness of our values and behaviours. The key to our success is our transparency and openness, underpinned by the core value of integrity. Our strategy is to be a globally consistent organisation with professionals who have deep industry expertise, providing multidisciplinary capabilities. This approach meets our clients’ expectations, creates opportunities for our people and enables us to fulfil our responsibilities to the capital markets. Our clients include many multinational companies across all sectors. The firm also serves an impressive array of middle market and privately held companies. KPMG’s oil and gas practice in Africa KPMG’s Africa Oil & Gas practice provides our member firms’ clients with services on a global basis through industry professionals who have an in-depth understanding of the challenges faced by oil and gas companies. We advise companies from the Global majors, through to the mainly national owned companies, independent operators and service companies. Our oil and gas services include: Audit Quality - Our Top Priority The audit methodology is designed to meet applicable national and international standards. We have high norms for delivering quality risk-based audits and perform our audits in accordance with International Standards on Auditing and relevant national standards. eAudIT We offer the audit industry’s most technologically empowered audit. Our existing audit electronic functionality has now been significantly enhanced with the global roll-out of the rigorously tested eAudIT application. Tax • Our Tax practice is made up of industry and functional specialists that focus on key areas such as Companies Income Tax, Indirect Taxes (VAT and Customs), Personal Income Tax, Withholding Tax Management and Petroleum Profits Tax. We advise clients on a wide range of tax and business issues, including restructuring of transactions for maximum tax advantage. Consequently, our core tax services cover the following: • Companies Income Tax • Withholding Tax 104 Acquisition International - February 2015

• • • • •

• • • • • • •

Value Added Tax Petroleum Profit Tax Payroll Management Services/Payroll Restructuring/Personal Income Tax Tax Transaction Services & Outsourcing Rendering of advisory opinions on sundry tax and regulatory issues, when required by the company from time to time New investment & start-ups in Cross border transactions Contract structuring for tax efficiency Review of commercial agreements for tax and business issues Regulatory compliance and advisory services Compensation & Benefits KPMG Business Services (KBS)

Advisory Our Advisory practice combines deep industry skills around the world to tackle your challenges, providing objective advice and execution to help preserve and increase value. Management Consulting We look at systems, supply chains, capital structures, contracts with third parties and intellectual property to see how they can best be optimized. We identify areas of weakness that might jeopardize achievement against objectives-and help to put them right – and devise and execute management systems to create sustainable business performance. Our Core Competencies include; • CFO Advisory • Business Effectiveness/Transformation • People and Change • Strategy and Business Planning • IT Consulting • Customer and Channel Management • Operational Strategy/Cost Optimization Transaction and Restructuring Our Transaction Services provides support on mergers and acquisitions right from before the deal is signed, through to completion, integration or separation. We help clients to identify risks and opportunities in their acquisition, disposal or joint venture and also assist with buy-outs and Initial Public Offerings. Our Transaction Offerings Include: • Transaction Evaluation (due diligence) • Transaction Structuring • Buy-side/Sell-side Assistance (Pre-and PostDeal) • Capital Markets Service IPO, Debt and Equity Assistance • Vendor Assistance/ Contract Assistance

Global Perspectives: The Oil and Gas Industry

• Business & Financial Modeling • Integration/ Separation Assistance • Restructuring Our Restructuring practice can help solve complex problems that may threaten a company’s value. The aim is to turn around the performance of a business and to help generate outstanding and lasting value. Where appropriate our restructuring professionals also advise on and guide management through a whole range of insolvency procedures. Our Restructuring Services include: • Corporate Financial Restructuring • Early Exit/Exit Planning and Implementation • Formal Restructuring • Insurance Solutions • Lender Advisory • Non-Performing Loan Advisory • Solvent Reconstructions and Liquidations • Total Cash and Working Capital • Turnaround Planning and Implementation Risk Consulting • Accounting Advisory Services • Financial Risk Management • Forensic • Internal Audit, Risk and Compliance Services

IT Advisory Services • Assurance • Information Protection and Business Resilience (IPBR) • Growth and Intelligence • Financial Advisory Services - Advisory support throughout a transaction • Pre deal evaluation and advice • Transaction evaluation (due diligence) • Transaction structuring • Vendor assistance • Contract assistance • Business and financial services • Integration/separation assistance Independent investment banking advice • Business plans and advice • Valuations and fairness opinions • Structured and project financing • Debt advisory services • Private equity services • IP • sponsorship and advice Strategy/Operating Models - Strategy/Operation model articulation or update • Conduct of detailed market analysis/scan -

• •

analysis of strengths and weakness of current operators, regulations and impacts on your company, market trends, customer/market segments, customer preferences, opportunities and threats, etc Development of comprehensive and accurate startup plan and budgets Articulation, design and implementation of core and support functions operating models Support/Advisory services on strategic alliances/ partnerships

People Services • Recruitment/Executive selection • Design of organisational structure, definition of job descriptions etc • Compensation and Benefits – compensation surveys, executive compensation advisory, incentive schemes, pay structure design and development, etc. • Development of key performance measures and performance appraisal/reward systems for personnel • Support in articulating unifying values, vision and culture for recruited personnel; support with effective management team building • Development of employment contracts • Staff training

Acquisition International - February 2015 105

www.acquisition-intl.com

Leading Brokers of 2015 James P Healy & Co Insurances Ltd, in Killarney, southwestern Ireland, first opened its doors to insurance broking 34 years ago. In that time the company, which arranges all forms of general insurance cover, has earned a reputation for professionalism and integrity in all its business dealings. John F Healy, Managing Director, tells us more.

Name: John F Healy Email: jphealyinsurances@eircom.net Address: 11 New Street, Killarney, Co Kerry, Ireland Phone: +353 064 66 33344

The insurance industry in Ireland welcomed 2015 with open arms, says John F Healy, Managing Director of James P Healy & Co Insurances Ltd. “The previous 18 months was a rollercoaster ride – and not always in a positive way. The national stories of RSA having to inject over £200m into their Irish operation to plug a black hole, and the collapse of Setanta Insurance in April 2014, were pivotal moments in the evolution of the industry in Ireland. Coupled with the Quinn Insurance administration in 2010, the past few years have been turbulent to say the least. The Quinn Insurance levy of 2% on all nonlife insurance policies will continue for many, many years to pay for this disaster. “Insurance Ireland, whose non-life members account for over 95% of the market, revealed its members made an underwriting loss of €211m in 2013, reflecting a combined operating ratio of 110%. Investment income of €131m reduced the operating loss to €81m. However, motor insurance had a significant net loss of €192m. “What does this mean for 2015? Early indicators are premium increases of up to 20% on motor insurance. These increases are already being felt across the market and no doubt will continue for the foreseeable future. As an Insurance broker we are poised to achieve the best possible rates for our existing and new customers. The next year will be an interesting challenge. I am confident we will succeed in growing our business, minding our customers and ultimately saving them money.” Overcoming the challenges The major challenges facing insurance firms over the past few years have been the same for most of

106 Acquisition International - February 2015

the SME sector, says Healy. “Overall the recession contracted the insurance industry considerably, with many businesses going into liquidation, reducing staff numbers, parking up vehicles, reducing cover or for many cancelling their cover. “However, the tentative recovery signs are evident. In the past few months we have seen considerably more commercial vehicles on the road and being insured again. The ‘man in the van’ is a clear indicator of an upward curve that will hopefully continue. As a customer-facing insurance broker with a main street presence we continually improve our efficiency and service which now results in customers documents printed in less time than it takes to boil the kettle. That said we provide face to face honest advice, especially so in the event of a claim. Of course this can take longer than the kettle to boil.” Healy explains that in the current business environment you need to have a positive optimistic outlook, and be focused on the most important thing: your customers. “Our business model for the past 34 years has resulted in our clients benefiting by saving money on their premiums without reducing their cover. We will continue to invest in the most up-to-date systems and processes which enable us to obtain the best possible quotes in the marketplace. Together with our philosophy of professionalism, efficiency and the personal touch, our existing and new clients will continue to benefit from our progress. “We regularly survey the market to ensure we have negotiated the best terms from our insurance companies,” he continues, “and we have found that in most cases we can source better quotes with better cover than online or direct insurers. Thus, our clients are provided with the best quotes in the market backed up by an efficient, friendly and local customer service. We are confident that we can continue to offer value and protection to our customers well into the future”

Immigration and Economy

Ogletree Deakins Web: www.ogletreedeakins.com

Immigration and Economy Ogletree Deakins is one of America’s leading labor and employment law firms. At Ogletree Deakins, we understand that clients have choices among labor and employment counsel. Why choose Ogletree Deakins? We represent employers. • We represent employers of all sizes and across many industries, from small businesses to Fortune 50 companies.

We offer rates and rate structures that meet clients’ needs. • We have representation agreements with major corporations based on alternative fee arrangements structured for their situations. • We routinely offer tailored alternative fee arrangements to interested clients.

We offer distinguished labor and employment counsel. • We are proud that our firm was named the “Law Firm of the Year” in the Labor Law – Management category in the 2015 U.S. News – Best Lawyers “Best Law Firms” rankings. • We have more than 150 attorneys listed in the 2015 edition of Best Lawyers in America. • Our lawyers have received many other accolades for their experience in labor and employment law.

We are committed to diversity. • We believe our diverse group makes us better— as lawyers, and as people. • Our lawyers are involved in numerous diverse bar associations and programs.

We provide coverage throughout the United States, Europe, and Mexico. • We have more than 40 offices, located in 27 states, the District of Columbia, the U.S. Virgin Islands, Europe, and Mexico. • Our lawyers are admitted to practice in over 40 states and in three countries.

We offer value added client service. • We provide multiple seminar programs, briefings and webinars for our clients. • We keep our clients updated with newsletters and e-alerts on new developments. • We conduct client assessment surveys to assess and improve our performance. The Ogletree Way. We constantly strive for improvement in our internal processes, through such initiatives as Legal Lean Sigma training for key firm leaders and administrative staff, and development of best practices for efficiently and effectively handling employment litigation and discovery. Ogletree Deakins—Employers and Lawyers, Working Together

Acquisition International - February 2015 107

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

Global Expertise Directory

EY Jordan Web: www.confirmation.com Confirmation.com is the world’s leading provider of electronic audit confirmation services. Their multipatented solution ensures control and brings greater integrity to the process of validating the receivables, cash, debt, investments and legal representations within audited financial statements. Confirmation.com’s electronic confirmation service was used by auditors to catch the $215 million Peregrine Financial Group (PFGBest) fraud, the multi-million dollar Shepherd Major Play Option Fund fraud, the China MediaExpress fraud and other financial frauds. Today, the company serves more than 12,000 accounting firms, 100,000 auditors and 1,000’s of banks and responding organizations around the globe. To learn more visit www. confirmation.com.

ECU Group Address: 100 Brompton Road London SW3 1ER Tel: 020 7399 4600 Email: enquiries@ecugroup.com Web: www.ecugroup.com

Founded in 1988, ECU is a global macro research, advisory, and investment firm specialising in currency risk management. We provide research and advisory services, as well as currency alpha, risk management, active and passive overlay, and multi-currency liability strategies to institutional investors, corporates, family offices and UHNW individuals. Driven by research, our distinctive global macro analytical approach to world economies and markets has been the backbone of our successful track record. Our investment philosophy and process continues to evolve, guided by the depth and breadth of the specialist inputs provided by our Global Macro Team; comprising economic advisers and market strategists of international standing.

“

We provide research and advisory services.

”

Web: www.ey.com

EY has been operating in Jordan since 1953 and is the largest audit and business advisory firm in the country. The office has more than 175 professionals, in addition to three resident partners. Services offered The Amman office offers clients a wide range of services, including Assurance & Advisory Business Services, Business Risk Services, Business Advisory Solutions and Tax. Industries Our clients range from family businesses to large multinational corporations and include government and public sector companies. In addition to banks, our clients’ portfolio includes manufacturing companies, hotels, trading and insurance.

Forensic Valuation Litigation, LLC Forensic Valuation Litigation, LLC 444 Liberty Avenue, Suite 900 Pittsburgh, PA (USA) 15222 1-412-201-7530 www.fvl.us.com

Based in Pittsburgh, Pennsylvania (USA), FVL is a boutique business consulting firm working with clients on a range of forensic accounting, litigation support, and valuation issues. Its founders are Certified Public Accountants with expertise in fraud, governance, and valuations, and have more than 80 years of combined experience. In cases of corporate fraud, corporate governance, business partnership disputes, family litigation, and estate planning, FVL is called in to provide an objective, independent solution. For more information, please visit their website at www.fvl.us.com.

Web: www.lamontpridmore.co.uk

Lamont Pridmore combines traditional values with a forward-thinking, innovative approach to the everchanging business world. We focus on the future rather the past. For us building successful, long-term relationships with our clients is more important than a single transaction. We are constantly looking for innovative new ways to deliver a first class service and provide the latest training and skills to our staff. We always aim to add significant value to our clients’ businesses, which this year was 3 times the fees we charged. This demonstrates real value for money and sets us apart from our competitors. We start where many firms finish.

Grandall Law Firm Web: www.grandall-law.com

Grandall Law Firm is a leading full-service Chinese corporate and commercial law firm with 10 offices around China, strategically located in the major investment centers of Beijing, Shanghai, Shenzhen, Hangzhou, Guangzhou, Kunming, Tianjin, Chengdu, Ningbo and Fuzhou, as well as a branch office in Hong Kong. The Firm was established in June 1998 upon approval of the Ministry of Justice, and has more than 120 partners and approximately 620 PRC-licensed attorneys, many of whom are recognized as top practitioners in their respective fields of specialization, and a number of foreign counsel who ‘bridge the gap’ between the East and West. Acquisition International - February 2015 109

The Deal Diary Welcome to Deal Diary – our monthly round-up of the recent M&A activity across the globe. As always, we feature a range of transactions across a number of different sectors. In support services, Alcumus, the leading compliance software & certification services group, acquired Safety Management & Monitory Services, a health and safety and environmental services provider specialising in the property management sector. Marc de Thomasson at Victanis Advisory Services provided commercial due diligence. Financial services saw the closure of the Polaris Private Equity IV fund at €300m. Norway-based Admincontrol provided the virtual data room. In TMT, CREALOGIX, the Zurich-based business software firm, acquired MBA Systems, a leading supplier of e-trading and information systems to the securities industry based in the UK, with CloudOrigin acting as systems due diligence provider for the purchaser. And in industrials, Merrill Datasite provided the virtual data room for IMA Group’s acquisition of Oystar – a deal which IMA says will help generate a model for combining already competitive industrial expertise in different parts of Europe. Have you done a deal lately? If so, then we want to hear from you. Head over to www.acquisition-intl.com and submit the details. powered by

The Deal Diary - Powered by Zephyr/Bureau Van Dijk

Support services H2 2014 was extremely positive in terms of the volume and value of M&A transactions targeting energy and resources companies, according to Zephyr, the M&A database published by Bureau van Dijk. A total of USD 384,612 million was injected into the sector through some 2,337 deals over the six months, representing an increase in both volume and value. 2015 has already notched up a number of deals, but unsurprisingly is not yet anywhere close to the levels of H2 2014. In January there were 247 transactions worth an aggregate USD 41,539 million, showing that while there has been a significant level of deal activity, there is a long way to go until the end of June, when we will get a much clearer indication of how things are shaping up in the energy and resources sector. If dealmaking continues at the current rate both volume and value are likely to fall short of H2 2014â&#x20AC;&#x2122;s total. However, it is worth bearing in mind that January can be a relatively quiet month for M&A activity, and also that the second half of 2014 saw higher investment levels than at any other time since the second half of 2007. North America has attracted the most investment in 2015 to date, with USD 23,013 million having been injected into the country in January. This placed it well ahead of Western Europe with USD 10,597 million and South and Central America with USD 3,176 million. The Far East and Central Asia placed fourth with USD 2,889 million but interestingly, the region led the field in terms of volume with 63. Western Europe followed with 60 and North America came third with 50, suggesting high value individual considerations in these regions are attributable to their higher rankings by value. In conclusion, it is still too early to predict accurately how well the energy and resources industry will perform in the opening six months of 2015, but a very high standard was set in the second half of last year. It will take a significant number of deals but it is likely that investors will begin to warm up as the months go by and will start to dig deeper for the investments they want.

Number and Aggregate Value (Mil USD) of Energy & Resources Deals Globally by Type: 2006-2015 to date (as at 31 January 2015) Deal half yearly value (Announced date)

Number of deals

Aggregate deal value (mil USD)

H1 2015

247

41,539

H2 2014

2,337

384,612

H1 2014

2,292

222,848

H2 2013

2,605

232,810

H1 2013

2,290

239,778

H2 2012

2,358

232,744

H1 2012

2,376

239,648

H2 2011

2,558

270,160

H1 2011

2,588

306,531

H2 2010

2,730

373,883

H1 2010

2,865

240,046

H2 2009

3,046

228,759

H1 2009

2,874

285,538

Acquisition International - February 2015 111

Deal Diary

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.

acquisition of

“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. 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. “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.

Virtual Data Room Provider

Legal Adviser to the Purchaser

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.” Legal Adviser to the Vendor

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.”

Legal Advisers to the Debt Providers

“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.

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”. 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.” 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.

112 Acquisition International - February 2015

acquisition of stake in

Legal Adviser to the Purchaser

Financial Due Diligence Provider

Deal Diary

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

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”. 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.

acquisition of

from

Adviser

“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”. 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 Acquisition International - February 2015 113

Deal Diary

closure of Polaris Private Equity IV at €300m

closure of

Polaris Private Equity (“Polaris”), the leading Danish/Swedish lower mid-market private equity investor, is pleased to announce that it has successfully completed a first closing of its fourth private equity fund – Polaris Private Equity IV – at DKK 2.2 billion (€300 million). Admincontrol provided the virtual data room. Admincontrol’s Virtual Data Rooms (VDR) is used to share sensitive documents and information where easy sharing, and full control over sensitive documents is key. The solution allows swift and secure information sharing in connection with transactions, stock exchange listings, the raising of capital and restructuring processes. Virtual Data Rooms can be used when sharing information to external parties during: Mergers & Acquisitions - IPO & Fund Raising - Private Equity transactions - Real Estate transactions - Procurement. Admincontrol VDR is user-friendly and intuitive. The solution provides a good overview of extensive structures. No installation is required. It is simple to upload and organise documents via the drag-and-drop function, and the relevant stakeholders can quickly be given access to the service. Admincontrol VDR has a number of advantages: User-friendly and clear folder structure - Clear and advanced Q&A module - Good control of different users’ rights and access - Reports and a log of all activity - Free text search for names and content - Possible to transfer the information to the board and management portal after the VDR project has been completed.

Private Equity IV at €300m

Virtual Data Room Provider

Legal Adviser to the Purchaser

Admincontrol helps you to get started quickly and efficiently. The data room is established within a few hours, and support is easily accessible throughout the process. Support 24/7/365 - Help with scanning and uploading documents and/or folders - Help with invitations and managing users roles and rights. The administrators manage the various users’ access: rights to read, print or download documents. Documents can be given a watermark, and the data room can be secured using two-factor authentication via text message. Admincontrol offers you full confidentiality and information security. We have a duty of confidentiality from your first query.

Umati Capital Kenya acquisition of credit line from ApexPeak South East Asian private equity (PE) fund Creador has recently acquired a 70% stake in Malaysian-based credit reporting agency CTOS Data Systems for around USD 65m, according to a source close to the deal. Raja, Darryl & Loh represented the vendors and substantial shareholders of CTOS Data Systems Sdn Bhd, CTOS Business Systems Sdn Bhd and Automated Mail Responder Sdn Bhd (“CTOS Companies”) in the sale of the CTOS Companies to Inodes Limited (a Creador company). The vendors of the CTOS Companies retain a 30% stake in the new SPV holding company that will own the CTOS Companies.

acquisition of credit line from

Legal Adviser to the management team

The vendors of the CTOS Companies have been with RDL for more than 2 years. The team at RDL was led by Tai Chu-Wei. He was assisted by Benjamin Kong (Senior Associate) and Ong Shih-Wei (Associate). He commented: “RDL acted as vendor solicitors in the sale of the CTOS Companies to Creador. We helped review and negotiate the definitive agreements for this transaction. We advised on legal and possible regulatory issues that are of concern to the vendors in effecting the sale to Creador.” “We took a middle path in the negotiations and on most legal issues always bearing in mind the bigger picture and the goal the client was trying to accomplish. This same approach was likewise adopted by the purchaser lawyers, Christopher & Lee Ong, making the transaction relatively painless as lawyers on both ends strove to complete the transaction instead of putting roadblocks along the way. A solution orientated and business friendly approach was taken by both sets of lawyers. Whilst the transacting parties and advisors were friendly, what proved to be challenging with this project was the small window of time for sealing the deal and later completing the M&A.” “CTOS is already the leading credit bureau in Malaysia and is poised for considerable growth. We believe that the CTOS acquisition by Creador marks a new chapter in the corporate life span of the CTOS Companies as Creador leverages on their experience of grooming growth orientated companies as they work with the vendors of the CTOS Companies on the next stage of growth for the CTOS business.” taichuwei@rdl.com.my | www.rajadarrylloh.com

114 Acquisition International - February 2015

Risk & Insurance Due Diligence Provider

Deal Diary

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

Virtual Data Room Provider

“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.”

Financial Adviser to the Vendor

The closing of the transaction is expected for Q4 this year and is conditional on e.g. approval of the Swedish competition authority. Legal Adviser to the Purchaser

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.

acquisition of

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.

Virtual Data Room Provider

Legal Adviser to the Purchaser

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. Antibioticos is one of Europe’s largest manufacturers of active pharmaceutical ingredients.

116 Acquisition International - February 2015

Commercial Due Diligence Provider

Deal Diary

IMA Group acquisition of Oystar I.M.A. Industria Macchine Automatiche S.p.A. has acquired the operating business of OYSTAR Group from private equity firm ODEWALD. The operating companies of OYSTAR Group - Benhil, Erca, Gasti, Hamba and Hassia - will be transferred into the newly founded holding company IMA Dairy and Food GmbH. Under the umbrella of IMA Group, they will continue to act independently and continue their growth. There are no material consequences for the group’s customers, employees and production locations following from the change in ownership. The closing of the transaction, which is expected in the first quarter of 2015, is subject to approval of the cartel authorities. Alberto Vacchi, Chairman and CEO of IMA Group, said: “With this acquisition, the IMA Group is taking another important step towards the future. The product range of the companies being acquired is complementary to our presence in the food industry and positions us, worldwide, among the most important group leaders in food packaging. The combination of Italian and German excellence, internationally recognized as the leading edge in this field of technology, opens up new and interesting prospects for the IMA Group. Italian creativity and design, in a framework of production flexibility, combined with solid German technical expertise, undoubtedly result in creating a unique and successful mix for our key markets, generating a model for combining already competitive industrial expertise in different parts of the Europe.”

acquisition of

Virtual Data Room Provider

Tax Adviser

Alexander Gross

Markus Ehl, CEO of OYSTAR Group, said: “Our strategy has been and will be to focus and build on our strengths. ODEWALD’s support over the past years in growing our business has been outstanding. We are looking forward to continue our successful growth path under the umbrella of IMA Group.” Alexander Gross, Director, led the team at Merrill DataSite who were representing the sell side team on the provision of the online due diligence platform. Mr Gross commented: “Merrill DataSite worked with the sell side team to prepare and present a large amount of data for the virtual data room on this project. The VDR helped ensure an efficient and smooth delivery of secure, online documentation for the due diligence phase of this deal.” Alexander.Gross@merrillcorp.com www.datasite.com

Financial Due Diligence Provider

Nobia acquisition of Rixonway Kitchens acquisition of Rixonway Kitchens, one of the UK’s leading manufacturer of rigid kitchens for the social housing, independent builders merchant and private development markets, has been sold by private equity firm August Equity and its management team to listed Swedish company Nobia AB in a deal worth £34 million. Rixonway has manufactured kitchens in Yorkshire since 1978 and since the MBO in 2006 led by Chief Executive Paul Rose, has become a market leader in supplying rigid kitchens to major contractors operating in the social housing sector, with current revenues of around £40m.

Environmental Due Diligence Provider

Philip Rattle led the original MBO and exit alongside Mike Biddulph for August Equity, and the vendors were advised by Paul Trickett and Matthew Nicholson in the Corporate Finance team at Deloitte in Leeds. Macfarlanes LLP provided legal advice. Ian Gilbert of Walker Morris provided legal advice to management.

Legal Adviser to the purchaser (UK)

Paul Rose, Rixonway CEO, said: “It’s business as usual! The acquisition of Rixonway by the Nobia group is a great strategic fit for both businesses. Being part of a larger group will open up many opportunities for the business and we look forward to working closely with Nobia to realise our future growth plans.”

Legal Advisors to the purchaser (Sweden)

Peter Kane, Head of Nobia Western Europe commented: “It is very exciting for Nobia to strengthen its presence in the project market. The addition of Rixonway will complement our approach to the UK market very well. We welcome Paul and the team into the Western Europe Region and look forward to working together, sharing best practice and growing market share.” Paul Trickett, Partner at Deloitte in Leeds, said: “Rixonway is a great manufacturing business with a strong management team and we’re pleased to have worked with them and August to ensure the business can move on to the next stage of its development as part of a major European kitchen specialist like Nobia. I am confident the partnership with Nobia will help both businesses realise their exciting growth ambitions and continue to drive growth in the Yorkshire manufacturing sector.”

Financial Adviser to the Seller

Financial Advisers to the Purchaser

Acquisition International - February 2015 117

Deal Diary

Charter Hall Group and Hostplus acquisition of 54 Australian pubs from ALH Group Charter Hall Group, a diversified real estate investment trust, has struck a deal with super fund HOSTPLUS to buy a $603 million portfolio of properties from the Woolworths-owned ALH Group. The deal has been well telegraphed and indicates that Woolworths is keen to follow the trend in property to raise cash, to help reduce debt and expand its core business, via the sale and leaseback of assets. Companies rarely own their properties as it is considered idle cash on the balance sheet.

and

The portfolio comprises 54 pubs, of which 46 also include a Dan Murphy’s and/or BWS retail tenancy, which are predominantly located in metropolitan areas. The pubs include the Croxton Park Hotel and Manhattan Hotel in Victoria, the Villa Noosa Hotel and Parkwood Tavern in Queensland, the Hyde Park Hotel in Western Australia, and others in Ballina and Coffs Harbour in NSW.

acquisition of 54 Australian pubs from

Under the deal, the pubs will be owned by a newly created vehicle, the Long WALE Investment Partnership (LWIP), which is managed and co-owned by Charter Hall and HOSTPLUS. JLL Hotels & Hospitality Group represented Charter Hall which as a firm they have undertaken a significant amount of work for over several years. Leading the team at JLL were David Marriott, Senior Vice President and Anthony Corbett, Executive Vice President. They commented: “We undertook a valuation of each of the 54 pubs for first mortgage secu¬rity purposes. We mobilised a dedicated team of hospitality professionals to complete these valuations (including inspection, analysis and reporting) within a very short timeframe in order to meet the clients strict due diligence requirements and urgent timeline.” “The acquisition provides the client with a large scale portfolio of assets subject to individual 20 year leases with ALH Group. This is the client’s first entry into the hospitality sector.” david.marriott@ap.jll.com | Anthony.corbett@ap.jll.com | www.jll.com/hospitality

118 Acquisition International - February 2015

Property Valuer

Okay, so let’s be clear with each other... we’ve simplified communication for investment fund managers. Our new portal is making it quick and easy for our clients to share information with their stakeholders in a new and dynamic way. We believe in transparency and our technology is proving that our clients have nothing to hide either.

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

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

Deal Diary

Alcumus acquisition of Safety Management & Monitory Services Alcumus has announced the acquisition of Safety Management & Monitoring Services Limited (SM&MS), a health & safety and environmental services provider, specialising in the property management sector. The acquisition of SM&MS will further accelerate Alcumus’ penetration of legislatively-driven compliance markets, particularly around property & workplace risk, complemented by Alcumus’ current software, consultancy and monitoring services in this space. Victanis Advisory Services led by Marc de Thomasson – Managing Partner advised Alcumus, other team members included Christopher Cradock, Stephen Hendrey and Eric Lambert.

acquisition of

Safety Management & Monitoring Services Limited Strategic/Commercial Due Diligence

Mr. de Thomasson commented: “Victanis Advisory Services has been appointed by Sovereign Capital on behalf of Alcumus. This is the third time that we support Sovereign Capital with one of their transactions within the Business Support Services sector, be it a platform investment or a refinancing exercise.”

Marc de Thomasson

He continued: “We are a provider of strategic/commercial due diligence who have a unique understanding of both Alcumus ‘ and SM&MS’ core services, customer bases and the regulatory environment in which they operate. Our precise assessment of the market prospects, the positioning of SM&MS and of the overall deal rationale were necessary for Sovereign and Alcumus to move on and complete the transaction.” Mr. de Thomasson concluded: “Our rare expertise of the Compliance, Certification sectors allowed us to assess not only the suitability of SM&MS as a bolt-on to Alcumus but also to identify possible synergies, new growth areas and to validate the value creation opportunity expected from this transaction.”

Debt Advisory

Financial Due Diligence

marc.dethomasson@victanis.com www.victanis.com

Resolution Insurance majority stake acquisition LeapFrog Investments, the private equity firm with a focus on Africa and Asia, said it will pay 1.68 billion shillings ($19 million) to gain control of Kenya’s Resolution Insurance and tap growth in health coverage. Pamoja Capital, led by Mr. Geoffrey Gangla, Team Leader and Mr. James Wahome, Project Manager, was representing the shareholders on Resolution Health East Africa Limited with regards to the share sale and the rights issue. Pamoja Capital has acted as an advisor to Resolution Health East Africa Limited in other corporate finance assignments since 2010.

majority stake acquisition

Our role as the transaction advisers to the project was to develop and manage the transaction process that fulfilled our clients’ objectives. This covered developing financial models and information memorandum, valuation, managing the due diligence process, transaction structure, co-ordinate other advisors and negotiation with different parties. We were able to guide the shareholders through a complex process and also assist in balancing the commercial interests of all stakeholders up to completion.

Financial Adviser to the Vendor

James Wahome

Geoffrey Gangla

The transaction will provide Resolution Health East Africa with the capital required to enable the business execute its long term strategy of underwriting new classes on Insurance products in the markets it currently operates in. The transaction announcement also placed our client as a company that is sufficiently capitalised to take on new insurance business in the coming year 2015. We anticipate that with Leapfrog as an investor our client can leverage on the strong industry knowledge that Leapfrog will provide as well as develop new ideas through Leapfrog Labs.

120 Acquisition International - February 2015

We were quite pleased to have been able to execute this mandate to not only give existing shareholders an attractive return on their investment into the company but also introduce a strategic investor who will anchor the business as it moves to develop its general insurance portfolio. Website: www.pamojacapital.co.ke Geoffrey Gangla:gangla@pamojacapital.co.ke James Wahome: james@pamojacapital.co.ke

Financial Due Diligence Provider Vendor Due Diligence Provider - Tax Adviser Systems Due Diligence Provider Pensions and Actuarial Adviser

Deal Diary

CREALOGIX’s acquisition of MBA Systems CREALOGIX has acquired MBA Systems, a well-established UK fintech brand and leading supplier of innovative web-based solutions and services to the securities and wealth management industries. With this move, CREALOGIX - the Swiss based technology group ranked in the global FinTech Top 100 list strengthens its presence in the UK market and gains an established customer base of over 30 banks, brokers and wealth managers. The transaction complements the current solution portfolio in digital banking and accelerates CREALOGIX’s move into subscription based and hosted services.

acquisition of

Richard Hall, Chief Executive and founder of CloudOrigin, led the Technical and Operational Due Diligence for the transaction. CloudOrigin advised the acquirer CREALOGIX AG of Switzerland for the first time on this cross-border trade acquisition. Mr. Hall commented: “Through our extensive technical and commercial experience with FinTech providers, latest Software as a Service (SaaS) best practice, IT security measures, knowledge of the FIX electronic trading community and the needs of financial services clients we were able to review the technology offerings, the development and operational capabilities of the target together with the growth and integration opportunities for the buyer.”

Richard Hall

He concluded: “CREALOGIX gained a mature, profitable FinTech business in MBA Systems with an outstanding client list and market reputation, which in turn complements their existing banking technology offerings with excellent integration and sales upside potential.”

Systems Due Diligence Provider for Purchaser

C CloudOrigin

Virtual Data Room Provider

www.CloudOrigin.com Info@CloudOrigin.com

SS&C Technologies acquisition of DST Global Solutions SS&C Technologies, a financial services technology provider based in Windsor, Conn., announced it has acquired DST Global Solutions, a subsidiary of DST Systems, for $95 million in cash. HiPortfolio, an investment and fund accounting platform, and Anova, an investment data management and analytics platform, are among the DST Global products SS&C now owns with the acquisition. “We expect a very close working relationship between our two organizations; we know and admire HiPortfolio and we are learning and are excited about Anova,” SS&C Technologies chairman and CEO Bill Stone tells Buy-Side Technology. “We expect to cross-sell and upsell DST products and services in to SS&C’s client base and cross-sell and upsell our products and services into DST Global’s client base.” DST Global’s foothold in several geographic markets, in addition to its clients and customers, is a major benefit of the acquisition, according to Stone. Currently, DST Global serves its 155 customers with 390 employees in 12 offices. “We view Europe, the Middle East, Africa and Asia Pacific as strategic geographies, and this acquisition provides the talent, technology and client base to accelerate growth,” Stone also said in a statement. “DST Global Solutions is a 390 person business with $60 to $65 million in annual revenues, 90 percent of which comes from Europe, the Middle East, Africa and Asia Pacific. This $95 million investment will take integration and development, but we are excited about the opportunity.”

aquisition of

DST Global Solutions

Virtual Data Room Provider

Legal Adviser to the Purchaser

Property Valuer

The buy is the most significant for SS&C since making waves throughout the industry with its $170 million purchase of Portia, a middle- and back-office operations platform, from Thomson Reuters in 2012.

Acquisition International - February 2015 121

LUX OUR MONTHLY GLIMPSE INTO THE WORLD OF THE GLAMOROUS

Peak Time The season is coming to an end – but there’s no need to put your skiing plans on ice. We take a look at 10 snow-sure ski areas in the Alps.

High-End Hainan

The Park Hyatt Sanya is a luxurious escape on the idyllic “Hawaii of China”

Dram Good

Whether you’re celebrating a special occasion or simply settling in beside the fire after a hard week at the office, make a toast with some of the world’s finest whiskies.

lux

www.acquisition-intl.com

High-End Hainan The Park Hyatt Sanya is a luxurious escape on the idyllic “Hawaii of China”

124 Acquisition International - February 2015

lux

Lux - High-End Hainan

Hainan Island occupies an area roughly the size of Belgium on China’s southernmost tip. Widely known as “the Hawaii of China,” its perfect palm-fringed beaches are a far cry from the bustle of the nation’s major cities. Situated on a stunning inlet at Sanya, on Hainan’s southern shore, and featuring a private lake and white-sand beach, Park Hyatt Sanya Sunny Bay Resort combines the luxury of privacy and exclusivity with accessibility, being a mere three-mile drive from Yalong Bay, the island’s most popular tourist destination. Park Hyatt Sanya Sunny Bay Resort was created by the award-winning Belgian architect, Jean-Michel Gathy of the renowned design-consultancy firm, Denniston. The strikingly modernist development comprises six standalone, arch-shaped buildings designed to allow chi, the traditional Chinese notion of energy, to flow unhindered between ocean and mountains. Set amid the lush landscape next to the beautiful Nan Hu Lake, the placement of every building and internal space has been carefully considered to maximize guests’ enjoyment of the breathtaking view. The six buildings are linked by wide walkways and are decorated with paintings and sculptures to create a tranquil and rarefied art-walk experience. Designed to replicate the feeling of living in a private mansion by the sea, the sophisticated, elegant interiors are residential in style with a subtle Chinese sensibility. As in private homes, the spaces are wholly flexible. Park Hyatt Sanya Sunny Bay Resort features 207 luxurious guestrooms, including 26 suites and 17 villas. At almost 700 square feet, the standard rooms are among the largest on the island, and almost all of the guestrooms enjoy unadulterated views of the South China Sea. Drinking and Dining The ethos of the international culinary team at Park Hyatt Sanya Sunny Bay Resort is to offer a range of authentic Chinese and Western dishes that incorporate ingredients of the highest quality, sourced locally wherever possible. In keeping with the residential concept and ambience of a resort setting, guests are welcome to order from the menu or request bespoke dishes as relaxed and freely as they might do at home. The culinary team is primed to create unique and memorable dining experiences for guests, whether it is a champagne breakfast on the beach, a family barbecue in the villa, or a sunset supper on a yacht. There are eight main drinking and dining venues: Dining Room, Cellar, Pool House, Pool Bar, Bath House, Library, Terrace and Tea House, following the notion of rooms within a large residence. At each establishment, guests can order from the menus of any of the other dining venues. Dining Room is the main residential-style dining space offering Chinese cuisine focusing on seafood and steaks. Cellar is a cozy extension of the Dining Room, offering private dining in an intimate setting. Next to Cellar, in a traditional Chinese-style building topped with ceramic-roof tiles, is Tea House. The impressive, light-filled space, featuring a mezzanine floor and a 30-foot high ceiling strung with myriad birdcages, will serve a premium selection of Chinese teas, an afternoon tea menu, and regional Chinese cuisine. Acquisition International - February 2015 125

lux

126 Acquisition International - February 2015

www.acquisition-intl.com

lux

Lux - High-End Hainan

Guests can also enjoy Western and Chinese comfort food such as pizza, burgers or chilled noodles, either at Pool House, Pool Bar, or Bath House alongside the pools. Library and Terrace are also great choices for guests who want to relax and read a good book – or take in the ocean views – while sipping on a cold drink or a premium cocktail. Meetings and Events Park Hyatt Sanya Sunny Bay Resort aims to be the most desirable, upscale event venue in Hainan. The hotel features eight unique, residential-style event venues, ranging from 450 square feet to over 3,600 square feet. All venues feature an abundance of natural light, outdoor terraces and state-of-the-art audio-visual equipment and lighting. Chamber is the largest indoor event space, measuring just over 3,600 square feet and comprising three separate spaces: a reception area, an open kitchen and a main dining area. Equally unique is Gallery, a long, 3,100 square foot space with paintings and sculptures decorating both sides to resemble an art gallery. The Salons are perfect for smaller, more intimate events. The almost 1,700 square foot Grand Salon with its 36-foot ceiling height and walls lined with wooden lattice, is an ideal venue for a wedding or gala dinner. The 6,500 square foot lawn in front of Pool House is ideal for atmospheric outdoor events. Recreation and Activities The recreation team has spent years researching and testing activities to offer guests the most unique and memorable activities during their time at Park Hyatt Sanya Sunny Bay Resort. Five separate pools – a 375 square foot pool, a children’s pool, a family pool, a spa pool and an indoor pool – are available to suit all types of swimmers. While at Camp Hyatt, kids and young adults will be both entertained and educated with activities like cooking classes and eco-activities by availing themselves of the latest toys and video games or simply by reading or resting in the “silent room.” With a focus on local culture, as well as marine and environmental education, the resort offers myriad outdoor activity options for all ages, include hiking, golfing and stargazing, along with tours to nearby attractions such as Butterfly Valley, Nanshan Temple, Yazhou Ancient City and the Ganzaling Nature Reserve. Water sports enthusiasts will be thrilled with Baifu (Fortune) Bay – a private bay right next to Sunny Bay – renowned for offering some of the best diving conditions in China, as well as being an ideal spot for boating and kayaking. The Spa at Park Hyatt Sanya Sunny Bay Resort is due to open in late 2015. Located by the lake and accessed by buggy, the spacious, light-filled spa will be built in a traditional Chinese style and will feature a main, two-story building and eight freestanding villas around an open-air courtyard. The semi open-air villas will each include a couple’s treatment room, a private foot treatment room, a freestanding tub, a shower, a walk-in wardrobe and an oversized daybed. Meanwhile, the main spa building will feature four additional treatment rooms; three foottreatment rooms, a TCM consultancy chamber and a lounge on the first floor. The floor below features a gym, a yoga studio and an outdoor infinity pool. Benefit-driven treatments will be carefully conceived to incorporate proven traditional Chinese practices, as well as the very latest in international spa techniques. For more information, visit www.sanya.park.hyatt.com Acquisition International - February 2015 127

lux Tignes

Peak Time

The season is coming to an end â&#x20AC;&#x201C; but thereâ&#x20AC;&#x2122;s no need to put your skiing plans on ice. We take a look at 10 snow-sure ski areas in the Alps.

128 Acquisition International - February 2015

www.acquisition-intl.com

lux

Lux - Peak Time

In spring, it is mostly on the glaciers, with altitudes above 3,000m that winter sports fans will find enough snow, yet also a lot of sunshine to ski on and to enjoy. SnowTrex, the ski holiday company, has put together the 10 best destinations with reliable snow for skiing fun at the end of the season.

Kitzsteinhorn salajean / Shutterstock.com

Sölden – Glacier Skiing in the Ötztal The Austrian glaciers each are an experience for itself. Winter sports is possible here until way into the summer months. Sölden offers two glaciers, the Rettenbach glacier and the Tiefenbach glacier, with altitudes up to 3,340m. 10 lift systems and a total of 34.5km of piste can be found up there. They are connected by the only glacier connection lift in the entire Alpine area. In total the ski area Sölden counts 145.5km of pistes. Kitzsteinhorn – Top of Salzburg The first publicly accessible glacier ski area in Austria and the only glacier in the Salzburger Land, the Kitzsteinhorn, is one of the most reliable for snow and also really popular, as it is located just above Kaprun. In over 3,000m altitude there are 41 km of pistes and 10km of ski routes waiting for glacier ski fans.

Saas-Fee

Andermatt milosk50 / Shutterstock.com

Livigno

Hintertux Glacier – 365 Days of Skiing At the end of the Tux valley lies the only all-year round ski area in Austria. There are 22km of piste at up to 3,250m altitude, of which some of the runs are open the whole year round. The Tyrolean ski area is especially wellknown for its legendary “Bretterpark” snow park, and further offers 60km of beautiful pistes, 13km of ski routes, wonderful sun terraces and so much more. Warth-SchröCken – Snow Paradise on the Arlberg The ski area union at the Arlberg is known to be one of the most reliable regions for snow in Europe. Approx. 11m of fresh snow come down here per year. The ski area gains further attractiveness via the Auenfeldjet (lift) which connects Warth-Schröcken with Lech-Zürs, and by offering a ski terrain covering a total 180km of piste. DamüLs – Reliable Snow in the Bregenz Forest Although it does not have a glacier, it is still one of the top ranking resorts for good snow: nowhere else in Europe (statistically seen) does it snow as much as in Walserdorf. Unbelievable 9.30m of fresh snow fall here in one winter season. The resort was awarded the “village with the most snow worldwide” in 2006. The neighbouring ski area Damüls-Mellau offers brilliant piste quality on approx. 75km of slopes Acquisition International - February 2015 129

lux Tignes

130 Acquisition International - February 2015

www.acquisition-intl.com

lux

Lux - Peak Time

and 17km of ski routes, due to the large amount of snow. Tignes – Snowy Pearl in Espace Killy The ski areas Tignes and Val d’Isèsre combine to one of the largest ski regions in France: the Espace Killy. In total 300km of pistes and 20km of ski routes await the riders, skiable over an expanse of nearly 10 months per year. Just above Tignes (2,100m) lies an especially snow-sure area, at the Grand Motte, reaching up to 2,456m altitude. Saas-Fee – Guaranteed Snow at 3,600m Altitude The ski area in the Swiss Saas valley offer unlimited skiing fun. Especially the glacier ski area Allalin, just above the high-plateau of Saas-Fee, offers brilliant powder snow all-year round. The lifts in the ski area take winter sports fan up to 3,600m, where skiing is possible until way into the summer months. Andermatt – Freeride Hotspot in Central Switzerland Just above Andermatt (1,444m) lies the glacier ski area Gemsstock, with its 31km of pistes – not the largest, but surely one of the most reliable for snow in entire Switzerland. The Gemsstock belongs to the Skiarena AndermattSedrun in the Swiss Canton Uri. Located at approx. 3,000m altitude, this is the ideal starting point for some wonderful, sunny, high-alpine runs, and 6 km of ski routes. Thanks to the great amount of snow, Andermatt is an absolute hotspot for freeriders. Bansko – Value Price Skiing in Eastern Europe The Bulgarian resort Bansko does not offer a glacier, but the 75km of pistes reach up to altitudes of 2,560m and are known to be a reliable place to go for good snow. The ski area Bansko offers the most modern ski centre in Eastern Europe and additionally offers a good snow-making system. A highlight here is the valley run with 16km length – therefore one of the longest worldwide. Not too long ago this ski area was announced the best value price ski area in Europe by the Internet portal Tripadvisor. Livigno – Snow Unlimited in Lombardia The location alone, at 1,816m above the sea and in the northern part of Lombardia, is a guarantee for snow in Livigno. This Italian ski village is situated on a high plateau in between the ski mountains Mottolino and Carosello 3000, providing for skiable terrain with 115km of piste. Our tip: Livigno is a toll-free area and so an extensive shopping trip is really worth it! Acquisition International - February 2015 131

lux

Dram Good Whether youâ&#x20AC;&#x2122;re celebrating a special occasion or simply settling in beside the fire after a hard week at the office, make a toast with some of the worldâ&#x20AC;&#x2122;s finest whiskies.

132 Acquisition International - February 2015

www.acquisition-intl.com

lux

Lux - Dram Good

The Macallan Whisky Maker’s Edition How much: £89.99 This smooth and dry malt of the month is layered with fruit and spice. Its mahogany colour comes from Macallans’ traditional use of European oak casks. Glenmorangie Dornoch How much: £59.99 Glenmorangie’ s hallmark elegant citrus and floral notes are woven into this dram with a hint of distant sweet aromatic smoke and rich, nutty notes. To raise awareness for the conservation of the Dornoch Firth, Glenmorangie has partnered with the Marine Conservation Society to preserve this precious waterway by making a donation each time a bottle is sold. Aultmore 21 YO 1 litre £54.99 & Aultmore 21-YearsOld 70cl How much: £125 The Aultmore distillery’s water filters down through the misty, mysterious area called the ‘Foggie Moss’ to create this rare Speyside malt. Aultmore is rated top-class and is a dram sought after for its gentle grassy notes. Brora 40 Year Old Single Malt Whisky How much: £6,995 Only 160 bottles have ever been produced of this, the first ever 40-year-old bottling from the longclosed distillery of Brora in Sutherland, Scotland. Taken at natural cask strength from a single cask distilled a generation ago, the fine pale gold malt in this exquisite crystal decanter is a proud and rare survivor of another age. Notes: Soft, smoky and unctuous, with a gently rising honey and fruity sharpness which is quickly offset by savoury, slightly medicinal and musky notes with hints of menthol slowly developing into the intense sweet aroma of dried fruits. Johnnie Walker & Sons Signature Blend McLaren Edition How much: £35,000 Jenson Button and Johnnie Walker have created a whisky so rare, only 25 bottles are available in the world. The John Walker & Sons Signature Blend, McLaren Mercedes Edition bottle is encased in carbon-fibre and suede-leather and comes with an action-packed two-day VIP experience as well as an actual wheel nut used on Button’s car during the 2011 season. Top Tips for Whisky Drinking Whisky connoisseur and World Duty Free ambassador, Miss Whisky, shares her top tips on drinking and tasting whiskies: • New to whisky? Try a single grain style like Haig Club. It’s lighter, more delicate, and easily sippable • Spend time with whisky: admire it, smell it, sip it slowly. Let its flavours wash over you. You’ll feel less burn and enjoy it more • Too much burn? Add a splash of water to your whisky. Take some water with a dram like Glenfiddich Select Cask, and let the water open up the notes to revel new, subtle flavours • Try whisky with food. Pair Glenmorangie Dornoch with sticky toffee pudding or Mortlach Special Strength with high quality milk chocolate Acquisition International - February 2015 133

Merrill DataSite

The Premier Global Due Diligence Platform

The Premier Due Diligence Platform for M&A Transactions Merrill DataSite is the premier global due diligence platform, offering superior virtual data room and document management services for M&A and other financial transactions. We provide first class security on a fully searchable and indexed workspace that enables users to access information around the clock for fast, efficient project close. Our dedicated team of multi-lingual project managers can open your VDR from anywhere in the world in a matter of hours and have it loaded with thousands of pages of data for review. Our global platform, first class security and premier service will help you expertly close your M&A transaction.

info@datasite.com