Acquisition International january 2014 by AI Global Media

January 2014 /

IN THIS ISSUE/ 37 Why every business needs a notary going into 2014: Ryan Moody is a Scrivener notary specialising in Spanish-related notarial matters at the Central London firm of notaries De Pinna. He explains to AI what a Scrivener notary is and more about this third, and oldest, branch of the legal profession. 55 Malta: a strong captive insurance destination: Donna Greaves Bonello of PKF Malta explains why Malta is a strong captive insurance destination for captive owners through its strong fiscal regime, attractive tax legislation and Cell Company structures.

Dealmaker of the Month

Deloitte’s Norwegian Transaction Services group was engaged by Altor Equity Partners (Altor), the investment advisor to the Altor Funds, to perform financial and tax due diligence as well as to provide structuring advice on Altor’s acquisition of Curato AS (including its subsidiary Curato Røntgen AS) (Curato). / 9

Deals of the year Meet the winners...

Asia Growth Capital Advisors acquisition of Investments from Credit Suisse / 11 DEG acquisition of stake in Chase Bank Kenya / 13 Falcon House Partners closes maiden fund at US$212M / 15 ICICI Ventures investment in BTI Payments / 17 Nuclea Biotechnologies acquisition of Wilex / 18 Zeta Interactive acquisition of Intela / 20 www. ACQUISITION-INTL .com

Introducing 2014’s most regarded litigators AI introduces 2014’s most regarded litigators and finds out what makes a good litigator and how their marketplace is changing. / 34 Islamic finance: leading the way in the banking industry Partner Zaina Ahmed Karim and senior manager Mohamed Bouker explain more about this growing industry and how EY meets its changing needs. / 51

CONTENTS: January 2014

Editors Comment One of the fascinating things about editing a global magazine is seeing the differences between countries. That’s why this issue’s legal round-up has intrigued me so much – from IP protection in Finland to the challenges of Mexico’s new anti-money laundering legislation; from specialist notaries to the individuals who are our most regarded litigators. We also have some of our Legal Awards winners featured in this edition (don’t forget to visit our website and read our special Legal Awards supplement to see the others) and we take a look at maritime and aviation disputes. You can find all of these features plus more between pages 23 and 37. This month we also have our Dealmaker of the Month – Deloitte’s Norwegian Transaction Services group, who talk to us on page 9 about the work they did to provide structuring advice on Altor’s acquisition of Curato AS. Was 2013 a positive, negative or neutral year? We have a number of insightful Q4 round-ups that present views from around the world and we’ve also captured some more general views in our news section. The team at Acquisition International would like to wish all of our readers a happy and prosperous 2014. I hope you enjoy the issue. Louise Birkett, Editor Louise.Birkett@acquisition-intl.com

CONTENTS — January 2014

Dealmaker of the month: Deloitte’s Norwegian Transaction Services group / 9 Altor’s acquisition of Curato AS

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

Sector Talk: /8 Powered by Zephyr/ Bureau van Dijk.

23/ 28/ 28/ 29/ 30/ 30/ 31/ 31/ 32/ 33/

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

Deals of the Year: /11-21 Meet the winners.

Regional Round-Up: /46 Our regional round-up travels the globe to bring the experts’ view.

Deal Diary: /62 @acquisition_int

Introduced by Zephyr/ Bureau van Dijk.

34/ 37/ 39/ 40/ 51/ 52/ 53/ 53/ 54/ 55/ 58/ 59/ 60/ 75/

2013 Legal Awards Avoiding & Resolving Competition Antitrust Disputes Effectively Resolving IP Disputes Commercial law firm of the year India Arbitration seats Arbitrating Maritime Disputes Handling Aviation Disputes Labour and Employment aspects of corporate transactions Challenges of Mexico’s new anti-money laundering legislation Introducting 2014’s most regarded litigators Why every business needs a notary in 2014 Islamic Finance Q4 Year end review The Mining Industry - what’s in store Challenges of transfer pricing Challenges of Insurance brokerage in Nigeria Pensions due diligence Pensions intelligent investing Captive insurance Leading Advisor The offshore recovery – the British Virgin Islands Global expertise directory playHARD

Acquisition International | January 2014 |

NEWS: from around the world

News: from around the world Appointments Allfunds Bank has appointed Danny Wynn Europe’s largest platform provider has appointed Danny Wynn as head of fund groups for UK, Ireland and the Middle East. Danny will be part of a new executive team which is being assembled by Stephen Mohan who was recruited earlier this year to spearhead expansion in the UK and Ireland. Danny will therefore join Bradley Lewis who was also recently recruited by Mohan to lead Allfunds’ commercial activities. Danny will be responsible for the local relationship with fund groups, supporting the platform’s global local approach and reinforcing the fund group’s global team led by Borja Largo, fund groups director.

Irwin Mitchell Makes Double Dealmaker Appointment The Birmingham office of Irwin Mitchell, have announced the appointment a new partner, Nick Dawson, who moves from DWF where he was a director, acting on mergers, acquisitions and disposals. Nick’s specialist expertise includes private equityled and cross-border transactions. Joining Nick is senior corporate associate, Rob Laugharne, joining from Shoosmiths. Rob advises organisations within the private and public sectors on a wide range of corporate matters including M&As, JVs and corporate restructurings. He specialises in providing support for VC investors and investee companies in relation to corporate finance transactions. These latest strategic appointments are part of Irwin Mitchell’s ongoing investment in building a first-class, full service commercial practice.

2013: static performance hides increased confidence Newly released figures show that despite global confidence increasing throughout the year, 2013 ended as being the third static year in a row. Mergermarket revealed that activity peaked in September when total deal values surpassed 2012’s like-for-like period for the first time. But Q4 proved disappointing, with a 12.7% drop to US$570.5B-worth of deals from Q3 ($653.7B). However, this dip wasn’t enough to dampen overall performance in the second half of the year as Q3 performance plus a pre-Christmas dash to announce deals meant H2’s deals valued at $1,224.2B overtook H1 ($ 990.8B) by 23.6%. Cross-border deal value increased every quarter during 2013 with Q4 peaking at $229.8B, up 12.6% from Q3 ($204.1B). As a result, the share of cross-border deals to global M&A in Q4 increased to 40.3%, up from the 35.5% in Q4 2012 ($266.5bn). Despite the quarterly increases, the total value of cross-border deals through 2013 was down 11.5% with deals valued at $774.4B compared to 2012’s cross-border deals valued at $875.2B. Europe took the majority share of cross-border deals but, according to S&P Capital IQ, the overall European landscape for merger and acquisition (M&A) activity during 2013 showed a decline in the aggregate value of deals and the number of announced transactions. European-announced M&A transactions totalled $650.2B during 2013 from 16,651 deals. The total deal value represents a 14% drop from 2012’s total of $756.3B, while the individual transaction count slumped by over 2,000 deals, or 11%, from the previous year’s tally. But examining 2013’s European merger activity on a quarterly basis provides a small glimmer of optimism. From 2013’s nadir in the first quarter, where just $135.4B in announced deals occurred, each successive quarter saw improving merger volume. Nearly $159B in deals took place in the second quarter, followed by more than $172B in the third quarter and more than $184B in Q4. European Announced M&A Transactions Announcement date 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Source: S&P Capital IQ

| Acquisition International | January 2014

Ranking value including net debt of target (bil. $) 571.1 441.1 435.8 439.8 682.3 979.5 1,279.80 1,581.70 850.5 639.8 765.4 734.6 756.3 650.2

Number of deals 3,086 6,675 5,599 5,848 6,859 11,071 16,924 19,749 17,785 14,489 17,942 19,559 18,709 16,651

NEWS: from around the world

Stabilizing economic conditions favour AUM shift to equities Improving macroeconomic conditions should support growth of assets under management (AUM) for asset managers in the US and Europe, according to Moody’s. The firm’s Global Macro Outlook projects real GDP growth in the advanced G-20 economies to be around 1.3% in 2013, rising to 2% in 2014, and cites reduced uncertainties surrounding the global economy. In turn, these conditions will support capital markets and boost investor confidence in 2014. Retail investors have already begun a pronounced shift in asset allocation to equities from bonds over the past year, partly in anticipation of macroeconomic improvement and a less accommodative monetary policy. Cumulative inflows into US equity mutual funds reached $134 billion in the first 10 months of 2013, while US bond funds had outflows of $39 billion. The shift toward equities reversed years of net inflows to fixed income products. The reversal in bond-fund net flows began in May 2013, when the Federal Reserve first raised the possibility that it

might begin to ‘taper’ its accommodative monetary policy. Equity indices have also moved sharply higher over the past two years, further encouraging fund flows to equities and supporting revenue growth for asset managers. We expect this trend to persist in 2014, and asset allocations should continue rotating toward equities and alternative products. This trend supports the sector’s stable outlook by improving the aggregate fee yields of assets under management and increasing asset managers’ operating margins. Among actively managed asset management products, equity and alternative products typically earn the highest fees, and with increasing revenues, margins should expand modestly. Improving conditions should allow the group’s leverage to continue the decline we observed over the past year. Declining leverage was attributable to a 10% decline in debt and a 15% increase in EBITDA. In 2014, operating leverage is expected to boost EBITDA growth, supporting cash flow and balance sheet liquidity.

Acquisition International | January 2014 |

NEWS: from around the world

News in brief Tata Steel on track Tata Steel has won a two-year contract to supply more than 200,000 tonnes of track to French rail operator SNCF. The new order is an extension of an existing contract and will see Tata Steel supply the majority of SNCF’s rail requirements in lengths of up to 108 metres from its plant in Hayange, Northern France. Tesco’s South Korea sale and leaseback Tesco has successfully completed a sale and leaseback transaction in South Korea. Homeplus Co Ltd, a wholly owned subsidiary of Tesco PLC, concluded the transaction with Samsung SRA, a real estate fund manager focused on commercial real estate in Korea and overseas. The deal comprises a portfolio of four Homeplus stores and accompanying mall space, with total gross proceeds in excess of £355 million. It follows the successful sale and leaseback of four Homeplus stores in August 2012. Workplace culture seen as key to growth CEOs globally are adopting a worker-centric approach in 2014 to maximise future growth, according to new research from The Conference Board and UK partner CMI (Chartered Management Institute). The findings show the number one priority of business leaders worldwide is a reshaping of workplace culture - with employee engagement and better management at its heart - to improve competitiveness, win new customers and raise productivity. Ogier advises Action Ogier, the international legal and fiduciary firm, has announced that it advised Action Hotels, the developer and asset manager of 3 and 4 star hotels in the Middle East, on its AIM listing – Action Hotels raised US$50 million of new money and expects a market cap of US$155 million. China Railway considers Midlands move China Railway Group has confirmed interest in a scheme to reopen a line in the UK’s West Midlands that would provide new and important links to other transport infrastructure in the region, including HS2 and Birmingham Airport, according to Railnews. The Chinese interest includes designing, building and financing the project. Las Vegas Sands cancels Spanish move After months of negotiations with the Spanish government and internal due diligence Las Vegas Sands has announced it is to cancel its proposed $30 billion investment to develop a series of integrated resorts in Madrid.

| Acquisition International | January 2014

Steps to a smooth Q&A process Five key steps to meet today’s due diligence issues whilst protecting against the challenges of tomorrow. Due diligence is becoming more important than ever with the growing global trend for post-acquisition lawsuits. That’s according to European virtual data room (VDR) provider Drooms, which has published a white paper looking at the steps corporates need to run an efficient, automated Q&A-led due diligence process. The Swiss-based privately owned and funded VDR provider was founded in 2001 and is Europe’s first specialist data room provider. Drooms has over 100,000 unique users and has supported over 3,000 transactions with an aggregate value of over €200 billion. Drooms’ white paper was created following the re-design of its Q&A workflow for a large European bank selling a non-performing €5 billion loan portfolio. Researchers estimate that during the due diligence process of a typical mid-size transaction 20,000 documents are required, with 2,000 questions being answered by over 100 specialists over an eight-week data room duration.

NEWS: from around the world

To ensure compliance and efficiency, Drooms recommends five manageable steps: • Configuration – a well configured Q&A management platform ensures speed, while pre-selected confidentiality settings and Q&A quality gates in one central depository ensure security and efficiency • Execution – typically taking two to eight weeks, the execution phase is the most resource intensive. With the aid of virtual Q&A tools and clearly defined procedures, it is possible to handle several thousand queries methodically and effectively • Monitoring – the monitoring phase requires the project manager to consistently track the status of each query and follow up with teams requiring further input within the allocated 72-hour response period • Updated files – during the Q&A process, additional files often need to be uploaded in the data room in response to questions posed, which form part of the overall document disclosure of the transaction. This stage typically increases the overall volume of documents in the data room by 5% • Share purchase agreement disclosure – to ensure maximum disclosure, the entire Q&A flow must be incorporated into the reporting process providing full background on bidder groups. By centrally storing the information, the reporting can be completed and contract ready within one minute before downloading to a PDF or excel file and then onto a CD/DVD as part of the share purchase agreement disclosure.

Drooms UK managing director Howard Revens said: “In 2013, 50% of Drooms’ clients opted for virtual Q&A due diligence over traditional excelbased processes, a figure we expect to grow in 2014. “We know from clients that the key considerations during the M&A process are: efficient flow of information between parties; a central depository; process control; enhanced security; identified answer queues; comprehensive reporting and disclosure tools. “With clients facing increasing pressure to finalise deals faster while ensuring absolute compliance, due diligence automation is becoming more important than ever. Our five key steps are already helping clients meet today’s due diligence issues while protecting against the challenges of tomorrow.” Fast facts • 2012 saw 96% of US public M&A deals exceeding $500 million being challenged for inadequate disclosures and conflicts of interest • 2013 saw 50% of Drooms’ clients opting for virtual Q&A due diligence • 2014 is set to see the virtual Q&A due diligence figures grow • Due diligence for a typical mid-size transaction requires 20,000 documents.

Acquisition International | January 2014 |

SECTOR TALK: Powered by Zephyr/Bureau van Dijk

Sector Talk: Technology The technology industry has finished 2013 on a high, with volume and value both surpassing all six-monthly results since the beginning of 2006. In the final half of the year there were 4,888 transactions worth an aggregate USD 125,992 million. The first six months of 2013 saw values increase for the second half-yearly period in a row, according to Zephyr, the M&A database published by Bureau van Dijk. Although deal numbers were down from 4,680 to 4,585 compared to H2 2012, considerations made up for this as aggregate values climbed from USD 79,701 million to USD 84,620 million. This represented the best result since the second half of 2011, when USD 83,747 million was recorded across 4,077 deals. Value appears to be on a high at present, particularly when compared to the USD 31,150 million invested in H1 2009, the lowest investment level for a six monthly timeframe in the entire period under review. These positive signs appear to have continued for the technology industry throughout this year; in the last six months there has been dealmaking worth USD 125,992 million, representing the best result since before the first half of 2006. To put this into perspective, the previous high was in H2 2007, when USD 89,990 million was injected into the sector, although this was across just 2,270 deals. However, in H2 2013 there have been 4,888 transactions in total. This represents an increase of 7 per cent in terms of volume and 49 per cent by value on the

NUMBER AND AGGREGATE VALUE (MIL USD) OF TECHNOLOGY DEALS GLOBALLY: 2006-2013 YTD (as at 22 December 2013) Deal half yearly Number value (Announced of deals date)

Aggregate deal value (mil USD)

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

47,991 69,682 84,575 89,990 55,412 31,159 31,150 77,627 57,480 86,042 75,532 83,747 69,777 79,701 84,620 125,992

2,441 2,267 2,434 2,270 2,120 1,893 2,266 2,907 3,074 3,072 3,750 4,077 4,460 4,680 4,585 4,888

opening six months of the year and considering the size of the improvement, could revive hopes that markets are finally getting back to their pre-recession levels. Given the impressive showing by both volume and value, it is not surprising that most of the technology sector’s top ten deals by value in 2013 took place from the start of July onwards. The highest consideration recorded in the period under review involved the USD 24,900 million acquisition of US computing giant Dell by Denali, a vehicle formed by founder Michael Dell and Silver Lake Partners. The purchase was announced in August and completed in late October. Although the deal had a high value, even if it was excluded H2’s results would still have surpassed those of recent years. That being said, the second placed deal by value came some way behind and involved the acquisition of BMC Software for USD 6,800 million by an investor group led by Bain Capital and Golden Gate Capital. Other targets include UK industrial and commercial operations management software firm Invensys, for which Schneider Electric made a USD 5,149 million approach in July. That deal has now received regulatory approvals and is expected to complete in late January.

The region which has brought in the most investment in 2013 is North America, which was targeted in 4,053 deals worth USD 128,595 million. It placed some way ahead of its closest rival, Western Europe, which brought in USD 35,452 million this year. Third place was taken by the Far East and Central Asia, with dealmaking of USD 31,233 million. North America’s impressive showing is hardly surprising given that of 2013’s top ten technology sector deals by value, all but one (the aforementioned Invensys takeover) had targets based in the region, including the USD 24,900 million Dell transaction. By volume, the top three regions were the same, with North America leading the field on 4,053 deals, followed by Western Europe (2,530) and the Far East and Central Asia (1,659). To sum up, 2013 has ended on a positive note, with increased volume and value promising much for the future of the technology sector. Although the top ranked deal will have had a significant impact on overall results, the impressive showing is highlighted further by the fact that the industry would still have reached a new high even without it. Only time will tell whether the increases seen in recent years can be sustained and if this will be a consistent theme.

NUMBER AND AGGREGATE VALUE (MIL USD) OF TECHNOLOGY DEALS GLOBALLY BY DEAL TYPE: 2006-2013 to date (as at 22 December 2013) Deal type

Number of deals

Aggregate deal value (mil USD)

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

17,406 32,388 892 279 62 18 171 12

599,882 416,755 145,127 2,519 109 9 4 2

NUMBER AND AGGREGATE VALUE (MIL USD) OF TECHNOLOGY DEALS GLOBALLY BY DEAL TYPE: 2013 to date (as at 22 December 2013) Deal type

Number of deals

Aggregate deal value (mil USD)

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

3,178 6,078 147 47 8 2 20 1

107,201 81,049 22,833 464 5 0 0 0

| Acquisition International | January 2014

DEALMAKER OF THE MONTH: Deloitte’s Norwegian Transaction Services group

Dealmaker of the Month Deloitte’s Norwegian Transaction Services group Deloitte’s Norwegian Transaction Services group was engaged by Altor Equity Partners (Altor), the investment advisor to the Altor Funds, to perform financial and tax due diligence as well as to provide structuring advice on Altor’s acquisition of Curato AS (including its subsidiary Curato Røntgen AS) (Curato). Curato is a leading provider of medical imaging services in Norway, with revenues climbing north of NOK 400 million following double digit growth. Curato fits well into Altor’s focus on medium sized companies with a Nordic origin, and with a potential for revenue growth, margin expansion and capital efficiency.

THE DEALMAKER: Trond Ivar Skar THE FIRM: Deloitte THE CLIENT: Altor Equity Partners (Altor) THE DEAL: Altor’s acquisition of Curato AS

From Deloitte’s side, Trond Ivar Skar, Head of M&A Transaction Services, was in charge of the engagement and led the financial review. Audun Frøland, Head of M&A Tax, led the tax review and the structuring advice. Deloitte’s relationship with Altor, developed and maintained by Trond Ivar and Audun through a number of transaction processes, goes back some 10 years to Altor’s first acquisition in Norway, the investment into Lindorff.

A substantial part of Curato’s revenue growth has been achieved through winning and executing on large contracts with the regional health authorities in Norway. The market has developed favorably under a labor government, however there is a potential for increased growth with the new and more outsourcingfriendly conservative government operating from autumn 2013. Curato was disposed by Capman, another important Deloitte client, while part of management reinvested alongside with Altor. Capman run a structured sales process with ABG Sundal Collier (ABG) as their financial advisor. Despite ABG’s sales material being backed by an informative financial vendor due diligence report prepared under the management of Deloitte’s new colleague Are Skjøy during his previous employment, a thorough and conclusive buy-side due diligence review was required to have a ‘bankable’ report. From Deloitte’s side, Trond Ivar Skar, Head of M&A Transaction Services, was in charge of the engagement and led the financial review. Audun Frøland, Head of M&A Tax, led the tax review and the structuring advice. Deloitte’s relationship with Altor, developed and maintained by Trond Ivar and Audun through a number of transaction processes, goes back some 10 years to Altor’s first acquisition in Norway, the investment into Lindorff. For various reasons, Altor’s window for performing the due diligence review on Curato was short, and a focused and speedy review was required. Thanks, among other things, to a good understanding of Altor’s requirements and processes, Deloitte managed, as did Schjødt and McKinsey, to complete the due diligence on what the client described as “a timeline that will serve as benchmark for the future”. The due diligence process also benefited from significant partner involvement and a close cooperation between the various due diligence providers (commercial, legal and financial/tax). Deloitte worked particularly closely with the McKinsey team in the early stage of the review, assisting in concluding an Enterprise Value. In the later stage of the process, with negotiation of the SPA including representations and warranties and the definition of the transaction related

parameters (Net Debt and Net Working Capital), the cooperation with the legal team from Schjødt headed by a highly committed and engaged Einar Caspersen was, if possible, even closer and more intense. Later interaction with Curato management confirmed the efficiency of the focused approach, explicitly yet unencouraged commenting on the higher relevance of discussion topics and questions from the Deloitte team compared to those of the other financial due diligence teams involved. While Altor had traditional bank financing available as a back-up, the acquisition was in fact financed through a NOKm 500 bond, still an unusual source of Private Equity acquisition financing in the Nordic region. Such a dual track financing structure puts an additional layer of complexity to the process. Deloitte had obtained relevant bond acquisition financing experience among other during Madison International Realty’s investment into the Statoil complex at Fornebu outside Oslo (awarded the Real Estate Deal of the Year 2013 in Europe by Acquisition International). Without such prior experience, meeting the tight timeline would have been even more challenging. At the time of the transaction, Deloitte was also the statutory auditor of Curato. Altor understands and trusts Deloitte’s ability to establish relevant safeguards to avoid and handle potential conflicts. The interaction with financing institutions also demonstrated that such institutions can accept such a regime, provided notification and clear communication is provided. A strong attest was given to the Deloitte audit team at re-selection of the Curato audit and the selection as auditors for the acquisition vehicles post closing. Deloitte’s Norwegian Transaction Services group consists of 30+ dedicated professionals, being part of the 55+ transaction advisors within Deloitte Financial Advisory in Norway advising in respect of equity, debt and partnerships (Public-Private-Partnership). While the focus for the Transaction Services group so far have been on Private Equity, the recruitment of partners Jonathan Farnell and Are Skjøy into the group represents the basis for further growth with expansion into other services and client groups.

Company: Deloitte AS Name: Trond Ivar Skar Email: tskar@deloitte.no Web Address: www.deloitte.no Address: Dronning Eufemias gt 14, 0191 Oslo, Norway Telephone: +47 237 9000/ +47 907 46 625

Acquisition International | January 2014 |

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DEALS OF THE YEAR: The Best Deals of 2013 Neale Cousland / shutterstock.com

Asia Growth Capital Advisors acquisition of investments from Credit Suisse Asia Growth Capital Advisors (AGCA), has announced the acquisition of a portfolio of seasoned private equity investments in Asia from Credit Suisse, its affiliates and other investors in Credit Suisse Private Equity Asia Partners, L.P. (CSPEA).

Asia Growth Capital Advisors (S) Pte. Ltd (AGCA) is a Singapore-based private equity firm advising on investments in Asia, with a special focus on opportunities in India and South East Asia. Founded in 2010 by chairman and managing partner, Mr Harjit Bhatia and chief executive officer, Ms Soma Ghosal Dhar they geographically cover India and South East Asia, notably Singapore, and the rest of the ASEAN region. Mr Bhatia explained: “At AGCA we primarily focus on secondary direct transactions to provide liquidity solutions to existing investors in private equity assets and our target deal size is US$50-$100M, for a portfolio of mid-sized growth oriented private equity assets. “We are sector agnostic and believe that broadbased sectoral exposure is a key element of our de-risking strategy. We focus on the fast growing sectors in India and South East Asia, largely Singapore, Malaysia, Indonesia, Vietnam and Philippines,” he added. Mr Bhatia has over 38 years’ investing experience in the Asia Pacific region across private equity, industrial lending, corporate finance and investment banking areas from his time as chairman and managing partner at CSPEA as well as time in various leadership roles at General Electric Company, Deutsche Bank, State Bank of India and Ritchie Capital.

Ms Ghosal Dhar has over 15 years’ private equity investing experience and was most recently a partner at CSPEA where she was responsible for originating and advising on private equity opportunities in India. Ms Ghosal Dhar’s prior experience also includes stints at Ritchie Capital Management and GE Equity, where she worked with Mr Bhatia. AGCA has a pipeline of secondary direct deals that are in various stages of execution. Most of these transactions either relate to existing GPs trying to create liquidity in funds advised by them, where the fund life is over, or financial institutions that are attempting to monetize principal investments on their books. Ms Ghosal Dhar said: “As banks are increasingly unable to sponsor or support illiquid alternative/ private equity investments, they are considering innovative solutions to spin out and monetize their holdings.”

providing its advice to the portfolio companies and help them grow.” Alexo Sao-Wei Lee, partner and head of secondary investments at Axiom Asia, said: “We are very pleased to be working with AGCA on this transaction and look forward to a successful partnership with them.” Tim Flower, a principal at HarbourVest’s Asia affiliate, commented: “We are pleased to work with AGCA on this transaction. We see a significant opportunity to acquire, restructure and support existing private equity portfolios in India and South East Asia and expect to work together with the team at AGCA in the future on similar secondary direct deals.” Looking ahead in 2014 Mr Bhatia said: “We expect to initiate fund raising efforts shortly. Our plan is to raise US$250-$300M for secondary direct deals.”

AGCA currently advises Unity Fund I, whose LPs include marquee institutional investors such as Axiom Asia and HarbourVest LLC. The recent acquisition of investments from Credit Suisse was completed against the backdrop of the impact of the Volcker rule and Dodd-Frank act, on banks and large regulated financial institutions. On this transaction Ms Ghosal Dhar said: “We are very excited about the partnership with HarbourVest and Axiom Asia which will enable AGCA to continue

Company: Asia Growth Capital Advisors (S) Pte Ltd Name: Tanvi Bhatia Email: tanvi.bhatia@asiagrowthcap.com Web Address: www.asiagrowthcap.com

Acquisition International | January 2014 | 11

DEALS OF THE YEAR: The Best Deals of 2013

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DEALS OF THE YEAR: The Best Deals of 2013

DEG acquisition of stake in Chase Bank Kenya German development finance institution, DEG - Deutsche Investitions- und Entwicklungsgesellschaft mbH invested US$10M in equity into Chase Bank Kenya, one of the fastest growing banks in East Africa. Chase Bank is currently ranked 13th among the 43 commercial banks operating in Kenya with an asset size of USD 571million as of September 2013. The investment makes DEG one of the leading shareholders in the local banking solutions provider. equity to Chase Bank, DEG plays an important role in this process. News of the acquisition was well received in Kenya and the East African region with the acquisition taking around one year to complete, including the fulfilment of disbursement conditions and central bank approval. Chase Bank has been a partner of DEG since a loan transaction in 2010, which meant the partnership history and willingness of both sides to find mutually acceptable solutions were the basis of achieving a successful completion and is evidence of DEG’s trust in the bank’s operations and strategic objectives. The investment in Chase Bank addresses three of DEG’s five strategic goals: investments in Africa, SME funding through intermediaries and risk capital. Therefore the investment fits extremely well in DEG’s overall investment strategy.

DEG, a subsidiary of KfW, is one of the largest European development finance institutions for long-term project and company financing. For more than 50 years, DEG has been financing and structuring the investments of companies in developing and transition countries in order to contribute to sustainable progress. Speaking during the signing ceremony, Chase Bank group chief executive officer, Duncan Kabui said: “The substantial injection of capital by DEG is a strong indication of the continued investor confidence in Chase Bank. The bank is committed to building its scalability and network so as to foster economic development in Kenya.” The increased capitalization offers Chase Bank additional capacity to enhance its deposits and further grow its loan book, as it provides a buffer to cushion against the anticipated amendments to prudential requirements by the Central Bank of Kenya. Mr Kaleja, DEG’s Regional Director East Africa explains; “DEG invests in profitable projects that contribute to sustainable development in all sectors of the economy. Our move to invest in Chase Bank signifies our confidence in the growth prospects of the Bank. By doing so, we enhance Chase Bank’s lending capacity towards SMEs and strengthen its capital base. A wellcapitalized banking sector that provides a stable

funding base for SMEs plays a crucial role in enhancing sustainable economic growth. SMEs are a driver of economic development. They create jobs and income, they improve the balance of foreign exchange payments by producing competitive goods and they increase tax revenues by processing resources directly within a country rather than exporting them. “We are a development finance institution with local presence in Africa through our regional offices in Nairobi, Accra and Johannesburg. In total DEG has 13 offices worldwide and access to 70 KfW offices, which enable us to be close to our clients and markets. “DEG has a dedicated risk-capital team and strategy and being a long-term partner, with a finance/investment horizon of up to 15 years. DEG offers a wide-range of financing instruments and structures the financing according to the needs of the clients. In addition DEG offers ‘finance plus’ by supporting partners and clients with a wide range of technical assistance programmes.” DEG is convinced of the growth prospects of the financial sector in East Africa due to relatively low penetration levels, convergence of banking with telecommunication services and a general positive macro-economic outlook. Well capitalised and well governed banks are the backbone of this development. By providing

Equally important, Chase Bank has proven that it is a very innovative and promising bank in terms of growth and product development. DEG is convinced that the coming years will see the bank grow and develop into a significant player in East Africa. The equity agreement between Chase Bank and DEG is part of the strategic plans of the bank to strengthen financial support for small and medium-sized enterprises in Kenya, and also realise its growth and diversification strategies, enabling it to pursue its ambitious growth plans including the establishment of a presence in all 47 counties in the country by the end of 2014. Mr Kaleja commented: “The financial development and the expansion of Chase Bank will be monitored very closely. DEG will also be engaged with technical assistance programmes in several areas and will assess the results annually. “DEG is a long-term partner with a strong balance sheet, we are therefore looking forward to supporting Chase Bank in its expansion plans through equity and/or operational support through specialised consultants,” he added.

Name: Eric Kaleja Email: Eric.Kaleja@deginvest.de Web Address: www.deginvet.de

Acquisition International | January 2014 | 13

DEALS OF THE YEAR: The Best Deals of 2013

Falcon House Partners closes maiden fund at US$212M Amid a highly challenging fundraising environment in 2013, one bright spot was the successful final close of Falcon House Partners Indonesia Fund I (FHP I) at $212.4M. FHP I launched in November 2011 and achieved a first close nine months later in August 2012 at over $100M, with backing from high quality institutional investors, led by IFC, Germany’s DEG and the Netherlands’ FMO, an important player in the fund of funds community and one of the region’s largest universal banks.

FHP I ultimately exceeded its hard cap of $200M, achieving a final close of $212.4M in September 2013, with overall demand believed to have exceeded $300M. Following significantly increased LP interest in Indonesia since the start of the decade, more than 10 Indonesia-focused first-time funds attempted to come to market, but as evidence of the difficult fundraising conditions, FHP I has been only one of two that have closed, and the only new fund over $100M. FHP I was founded by three independent professionals with strong experience in Indonesia, deep ties to the market and what market sources say are enviable track records. Glenn Yusuf ran Indonesia’s economic and financial restructuring agency following the 1997 Asian financial crisis, prior to which he developed Danareksa into the dominant local investment bank and a major principal investing player. In the past decade, Mr Yusuf has been active both as an investor and CEO or senior executive in London Sumatra, one of Indonesia’s largest plantation companies, which is considered one of the country’s most successful private equity investments. Brian O’Connor was a long-serving senior executive at Lehman Brothers AsiaPacific, having built the bank’s successful Indonesia platform before assuming regional responsibilities out of Hong Kong and Tokyo.

He was also a member of the firm’s regional executive committee.

in disposal incomes and take advantage of Indonesia’s attractive demographics.

Samir Soota has been one of the leading deal practitioners in Indonesia for the past 20 years, starting his private equity career almost a decade ago with Principia Management and then running Southeast Asia and India Private Equity for EMP-Daiwa Capital. Mr Soota was also head of KPMG’s market leading financial advisory services business in Indonesia in addition to being head of Danareksa’s M&A and principal investing groups.

Whether in a majority or significant minority position, FHP I takes an active role in its portfolio companies. A number of sources have commented that they believe there is a structural gap in funding availability for the country’s mid-market segment of the economy that FHP I caters for.

Investors in FHP I have commented the founders’ 75-year combination of relationships, investing, operating and deal experience made the group attractive in a market in which many believe is amongst the hardest to execute successful PE investments in, particularly across the country’s economic cycles. The team’s experience working together since the mid-1990s served as a strong attraction to LPs committing to FHP I. Investors were also impressed by the high quality of the 10 Jakartabased investment professionals, including Sung An, a highly talented senior PE professional who has been with the fund since the beginning. FHP I primarily focuses on the consumer segment of the Indonesian economy, looking to provide growth capital to mid-market companies that will expand with the expected increase

The fund closed its first investment in December 2012 and, according to one of its LPs, has made a number of other attractive investments since. Despite recent turbulence, most market analysts see Indonesia’s long-term fundamentals as very strong. Rising interest rates, lower commodity prices and tapering expectations by the US Federal Reserve combined with the country’s upcoming elections in mid-2014 have led to short-term uncertainty and reduced access to, and increased the cost of, traditional sources of capital for local corporates including capital markets and banks. As such, it presents a favourable opportunity for a patient and experienced investor with a long-term outlook and sitting on dry powder. Address: Falcon House Capital Management Pte Ltd, #15-03, Liat Towers, 541, Orchard Road, Singapore 238881 Telephone: +65 67351135

Acquisition International | January 2014 | 15

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DEALS OF THE YEAR: The Best Deals of 2013

ICICI Ventures investment in BTI Payments About BTI Payments Established in 2006, BTI Payments is an integrated payments systems company in India. BTI Payments currently manages ATM and POS networks for several private and public sector banks and is in process of obtaining a White Label ATM operator license from the Reserve Bank of India or RBI (the banking regulator in India). BTI Payments is promoted by The Banktech Group, an independent ATM deployer and transaction processing company based in Australia, with regional offices located in Hong Kong, Shanghai and Bengaluru. Banktech is a leading ATM player in the Australian market and owns and operates c.10% of the total installed ATM base in the country. Banktech owns and manages over 8,000 devices, including over 3,700 ATMs, across five countries - Australia, India, Hong Kong, New Zealand and UAE. Banktech also provides transaction processing services through its wholly owned subsidiary Eftex. Banktech partners with leading organizations across the region including Travelex, ANZ Bank, Westpac, Citibank, Australia Post, First Data and China Union Pay. The rationale Despite being home to the world’s second largest population, with approximately 60% having access to banking services, India has a very low ATM penetration. ATM density (per 1 million people) is still approximately 100 ATMs, compared to approximately 1,500 ATMs in most of the developed markets such as US, Australia, Brazil and western European countries. The demand-supply gap is expected to widen further with rapid increase in banking penetration and issuance of debit cards on the savings accounts base in the next four to five years, with several studies estimating the ATM requirement in India to be in the range of 300,000 to 400,000 ATMs in 2018 compared to about 120,000 installed today.

former’s network, and are not allowed to levy any surcharge on the customer. Furthermore, white label ATM networks have been allowed operational flexibility in terms of providing value-added services, undertaking co-branded ATM rollout initiatives and monetizing real estate through advertising. Regulatory guidelines on white label ATM operations require the operator to rollout the majority of the white label ATMs in semi-urban and rural areas of India to address the acute demand-supply gaps currently existing in these areas. While metro and urban cities in India have a significant ATM coverage, the semi-urban and rural areas lag behind significantly; despite being home to over half of the banked population, these semi-urban and rural areas have less than 25% of overall ATMs. The Indian banking landscape is characterized by a large number of banks, with 45 pan-India and regional commercial banks operating across the public and private sector, with a few more new banks expected to be granted licenses by the RBI in the next 12 months. India is also home to a large number of cooperative banks which primarily serve the semi-urban and rural populace. Given such high degree of fragmentation, a bank-neutral infrastructure such as a white label ATM network is ideally suited to provide cash-dispensation services to banking customers in the most costefficient manner. In its bid to streamline the existing system, the Government of India recently announced plans to transfer welfare benefits and subsidies directly into the individual beneficiaries’ bank accounts. The Government spends approx $40 billion annually over such schemes as rural employment scheme, subsidies on fuels (kerosene and LPG), fertilizers and food. This initiative is also expected to further drive banking penetration and ATM usage, especially in the semi-urban and rural areas, leading to an increase in ATM demand in these areas.

The RBI opened up the ATM sector in June 2012 for white label ATMs, wherein non-banking entities were allowed to own and operate ATMs under their own brand(s) where customers can undertake transactions using debit cards issued by any bank in India.

The deal ICICI Venture which is one of India’s oldest and largest multi-strategy alternative asset managers with an AUM of USD 2.5 billion has significant private equity investing experience across the Indian financial services ecosystem for over two decades.

White label ATM operators earn a fixed interchange per transaction from the bank whose customers use the ATMs under the

Over the last few years, ICICI Venture has executed a strategy of investing in traditional as well as emerging segments of the Indian

financials market such as banking, insurance, non banking finance companies, etc. Through the investment in BTI Payments, ICICI Venture was able to add payment services to its investments portfolio through a joint control deal with Banktech Group wherein the two partners are currently infusing ~USD 50 million of equity capital into the company to support the roll out of its white label ATM network in India. Way forward The company aspires to be major player in the Indian ATM space and plans to garner a significant market share through organic rollout as well as acquisitions when the industry undergoes consolidation in the long term. From an organic perspective, BTI Payments plans to rollout over 10,000 white label ATMs in India over next few years, apart from maintaining a small portfolio of bank-branded ATMs and POS machines for banking clients it currently serves. At an appropriate stage, the company also plans to enter the mobile payments space, which is expected to be the next big phenomenon in India where tele-density is significantly higher compared to banking penetration and the mobile phenomenon has successfully penetrated the semi-urban and rural populace. Given ICICI Venture’s unique position as a member of the ICICI Group (NYSE ticker: IBN) which is India’s largest financial conglomerate in the private sector with total assets of USD 110 billion and market leading positions in banking, life insurance, general insurance, asset management and capital markets intermediation, BTI Payments is well placed to leverage on its strong parentage from both Banktech as well as ICICI Venture to consolidate its position in the fast growing payment services market in India.

Company: ICICI Venture Funds Management Company Limited Email: info@iciciventure.com Web Address: www.iciciventure.com Address: ICICI Venture House, Ground Floor, Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Telephone: (+99 21) 66555050

Acquisition International | January 2014 | 17

DEALS OF THE YEAR: The Best Deals of 2013

18 | Acquisition International | January 2014

DEALS OF THE YEAR: The Best Deals of 2013

Health Care Deal of the Year – Americas Nuclea Biotechnologies acquisition of Wilex Nuclea is a translational medicine company dedicated to the discovery of proprietary biomarkers and in vitro companion diagnostic assays based on corresponding gene and protein expression profiles associated with an individual’s tumor or specific disease state. The ultimate objective of Nuclea Biotechnologies Inc is to accelerate the detection and diagnosis of cancer to the earliest stages when prevention of overt disease can be most successful. The company strongly believes that application of pioneering diagnostic assays in the practice of oncology will significantly simplify and improve the treatment decisions required by physicians. Nuclea’s president and CEO Patrick J Muraca explains more about the company and the rationale behind the acquisition. Nuclea’s differentiated DecisionDx™ platform technology greatly improves the efficiency of genomic discovery by utilizing proprietary software in the genetic and molecular analysis of a biorepository of highly characterized clinical patient samples. The company has applied these discovery efforts to the development of in vitro companion diagnostics for use in therapeutic and medical imaging applications across the five major cancer types: colon, stomach, leukemia, lung and prostate. Nuclea is also utilizing its DecisionDx™ platform technology to develop companion diagnostics for other disease indications such as cardiovascular, neurological, inflammation and metabolic disorders. One of the biggest motivating factors behind the acquisition was the ability for Nuclea to secure a Good Manufacturing Practice (GMP) facility. This allows it to manufacture its own CLIA-approved products, offer contract manufacturing, and have a footprint in Cambridge. Prior to the acquisition, it had a development deal with Wilex surrounding their HER-2/neu test. All of these elements created significant strategic value for the acquisition. In fact, a major motivation behind the acquisition was the HER-2/neu blood test, for which Nuclea has recently launched a website and mobile app. The company decided to develop the HER-2/neu website and mobile app as an educational resource for patients who have been diagnosed with metastatic breast cancer to learn more about how their disease can be monitored and how that can impact the treatment of their disease. Additionally, it includes a portal for physicians to understand the value of this test for their patient population. It can be found at http://her2bloodtest.com/

The deal has helped to transition Nuclea from a development stage company to a commercialization stage company. The GMP facility has given Nuclea a manufacturing component for European CE marked and FDA regulated products. This has expanded Nuclea’s customer base, which previously was primarily research institutions. The revenue from the former Oncogene Science products will determine the success of the acquisition but the addition of the GMP facility means Nuclea anticipates expanding its product line fivefold over the next year. Additionally, it is certainly open to other opportunities for expansion in the upcoming year. Discussions about the acquisition began with Wilex in April 2013 and the deal was signed on 6 September, 2013. The negotiations were very focused and concise, which resulted in an expeditious deal. However, every deal has its challenges and in this case the issue was that the intellectual property belonged to multiple individuals. To navigate this, Nuclea used its highly skilled patent attorney to ensure that the deal was enforceable and allowed the freedom to operate.

Company: Nuclea Biotechnologies, Inc. Name: Patrick J. Muraca, President and CEO Web Address: http://www.nucleabio.com/ Address: 46-48 Elm Street Pittsfield, MA 01201 Telephone: (413) 749-4705

Acquisition International | January 2014 | 19

DEALS OF THE YEAR: The Best Deals of 2013

Zeta Interactive acquisition of Intela Zeta Interactive is a leading Big Data driven Customer Acquisition and CRM company that leverages proprietary data and analytics to acquire, engage and retain customers for the world’s largest companies across all digital channels, including email, search, display, social and mobile. CEO of Zeta Interactive and Zeta Interactive Europe David A Steinberg explains more about the deal.

• There was a strong overlap in the companies’ direct marketing businesses • While Zeta Interactive served the UK and US, Intela had offices in UK (in London), Spain and the Netherlands, along with operations in Australia, Canada, Germany and France – combining the two gives Zeta the opportunity to provide services to its Fortune 500 clients in more markets • Intela had purely focused on direct marketing while Zeta Interactive offered a wider range of services that can be categorised as ‘big data for marketing purposes’. Opening Intela’s database to Zeta gives the company an incredible cross-selling opportunity.

worldwide, with an average of 327 cells of data per person, to shape how and where we target different marketing campaigns. The data points are demographic, psychographic and behavioural and we are fed approximately 1 million new records per day that we dedeupt, run though suppression files, and so on, resulting in some 265,000-270,000 fresh new names every day.”

As part of the deal, Zeta merged Intela’s data and customer acquisition businesses with Virtuoso Advertising, Zeta’s existing UK subsidiary and renamed it Zeta Interactive Europe, based in London. Intela’s Colorado-based email business, meanwhile, merged into Zeta Interactive’s email services division.

The facts and figures around Zeta’s operations give some idea of how large the opportunity is. Steinberg explains: “We work with different businesses to help them target and filter potential customers for sales and CRM purposes. After email, which accounts for 40-50%, social media is our second-largest business line – we are bidding on millions of dollars of social media today on behalf of our clients.

As part of the deal, Jim Mansfield, founder and CEO of Intela, will become the chief strategy officer of Zeta Interactive, managing the data and email operations in Boulder. Ben Harvey, founder and CEO of Virtuoso Advertising, will become President of Zeta Interactive Europe and Toby Harris, previously COO of Intela, will become COO of Zeta Interactive Europe. Both will report to Steven Gerber, COO of Zeta Interactive.

The deal made sense from a number of perspectives:

“All of this is done using data we collect covering some 300 million anonymized users

Zeta Interactive’s strength, and differentiation, centers on its analytics and marketing automation platform and its ability to work across the consumer lifecycle – from acquisition to cross-sell to retention. Moreover, Zeta Interactive possesses a robust cross-channel marketing platform, encompassing search, social, mobile, display and email. Zeta Interactive also possesses one of the largest permission-based email databases on the planet. Meanwhile, on the other side of the Atlantic, Intela was emerging as one of Zeta Interactive’s rivals, with a marketing suite spanning 24 countries and a 110 million-name database. Bringing the two together immediately made Zeta Interactive one of the top ten email service providers in the world.

20 | Acquisition International | January 2014

The cost of the acquisition has not been released but it will add another $20 million – $25 million to Zeta’s revenues, which Steinberg says are now at “over $100 million and growing at 37% annually” at the moment. The combined company will have over 500 employees.

Intela was Zeta’s seventh acquisition in the last

DEALS OF THE YEAR: The Best Deals of 2013

four years, with others including Interactive and Virtuoso Marketing in the UK. The eighth was its acquisition of the Adchemy Actions division from ad tech firm Adchemy.

Steinberg co-founded Zeta Interactive with former Apple chief executive John Sculley, who is the vice chairman of the company and one of Steinberg’s best friends.

Steinberg describes this as Zeta’s largest acquisition from a revenue perspective. The rationale behind the Adchemy deal was the firm’s customer acquisition technology – Zeta will be migrating most of its customer acquisition activity to Adchemy’s platform.

“John has been incredibly involved with the company and probably has more knowledge of tech, marketing and how they intersect than anyone,” says Steinberg. “He has also taught me a lot about style and how important it is as a leader to step back, really listen and take in the landscape rather than being the person doing the talking. He can sit in a meeting for an hour before making a comment but when he says something, he is so right.”

Adchemy also provides some new opportunities for Zeta, enabling it to do more with display advertising and bringing a new sector – mortgage lending – to Zeta. As part of the deal, Zeta Interactive is also bringing on 34 people from the Adchemy Actions team. The team will be the basis for a new Zeta Interactive office in Silicon Valley. The move gives the company four main offices — its headquarters in New York City, its London office for European and Asian sales, Hydrabad for development, and the new Silicon Valley office, which will focus on engineering and architecture (to a large extent directing the technical work in Hydrabad).

telemarketing company. Steinberg was named the Greater Washington Ernst & Young Entrepreneur of the Year for communications in 2002. He currently sits on the Board of Directors of Faster Cures of the Milken Institute, the Greater Washington Sports Alliance, Cupcake Digital, and the Board of Trustees of Washington & Jefferson College and previously served on the Board of Directors of the US Chamber of Commerce.

Before founding Zeta Interactive, Steinberg founded InPhonic/Wirefly, the largest seller of wireless phones and communications products and services on the internet, with annual revenue in excess of $400 million. InPhonic/Wirefly was #1 on Inc. 500 list of fastest growing companies in 2004, the year it went public on the NASDAQ. Steinberg also served as chairman and Chief Executive Officer of Sterling Cellular, a B2B and retail wireless communications provider, and Sterling Communications, a communications

Company: Zeta Interactive Name: David A. Steinberg, CEO Email: info@zetainteractive.com Web Address: www.zetainteractive.com Address: 185 Madison Avenue, New York, NY, 10016 Telephone: 212 967 5055

Acquisition International | January 2014 | 21

A subsidiary of Abrempong Holdings, CIG Microfinance is currently one of Ghanaâ&#x20AC;&#x2122;s fastest growing micro finance institutions with an inherent disposition to become the best in the industry. With over 130 highly motivated, well trained and passionate staff, eight state-of-the-art branches and still counting , CIG Microfinance continues to offer an assorted bouquet of tailor-made financial solutions to the economically active poor, the unbanked, smart individuals with unique financial needs and thrivings SMEâ&#x20AC;&#x2122;s . Hence, our clientele base cuts across both the formal and informal sectors of the economy. While our primary goal is to ensure that the expectations of our clients are not only met but exceeded, | Acquisition International | January 2014 CIG is also committed to delivering superior value to all stakeholders.

Address: Post Office Box GP21861, Accra Email: info@cigmicrofinancegh.com Telephone: 0249814990/ 0302982955

www.cigmicrofinancegh.com

2013 LEGAL AWARDS:

From the UAE and Turkey to Europe and the Americas; from litigation and arbitration to finding ways to clarify the law, the firms featured in AIâ&#x20AC;&#x2122;s legal round-up are producing some leading-edge work. They also demonstrate how differences in countriesâ&#x20AC;&#x2122; legal systems make finding a knowledgeable partner vital.

Acquisition International | January 2014 | 23

2013 LEGAL AWARDS: Lawyers Choice Award: Arbitration Institution of the Year – Brazil

Lawyers Choice Award: Arbitration Institution of the Year – Brazil CAM-CCBC The CAM-CCBC was the very first arbitral institution founded in Brazil and it was active over 17 years before the Brazilian Arbitration Act. Therefore, it participated actively in the processes that lead to huge modifications of Brazilian legal structure, assuring certainty to the arbitration and to ADRs in general. After 34 years, it remains the CAM-CCBC’s main goal to promote arbitration and to provide an environment open to ADRs, leading Brazil to a more secure environment to investments. With its history – and with the increasing popularity of arbitration worldwide – it should come as no surprise that the culture at the CAMCCBC revolves around promoting the benefits of arbitration both in Brazil and worldwide.

Research carried out by Queen Mary University pointed out that the three main reasons that lead parties to choose one arbitral institution over the others are their neutrality, reputation and rules.

For the CAM-CCBC promotion doesn’t just mean raising awareness of arbitration but also clarifying processes and providing training to lawyers and researchers. It does this through public events – particularly expositions in cities that do not have a tradition in alternative dispute resolution (ADR), such as Manaus or Porto Velho.

President Frederico Straube explains: “The CAM-CCBC has committed itself to a continuous development of its neutrality and of the quality of the services it provides, obtaining ISO 9001:2008 certification. To keep this certification, the centre is audited annually to verify its methods and procedures, ensuring it continues to guarantee equal and neutral treatment to the parties involved in the arbitration proceedings.”

For student lawyers the CAM-CCBC sponsors several teams in the Willem C Vis Moot and the Vis Moot competitions. Vis Moot is the most important arbitration competition worldwide, where law students have the opportunity to act as if they were involved in a complex international arbitration case to be ruled by the top international arbitrators. The CAM-CCBC also has a number of committees which are developing arbitration and intellectual property, public administration, young professionals and group studies. And the work is bearing fruit: in 2012 64 new arbitrations were filed in Brazil, in 2013 this rose to 87 – an increase of some 30%.

Company: CAM-CCBC (Arbitration and Mediation Center – Chamber of Commerce Brazil – Canada) Name: Frederico José Straube Email: presidentecam@ccbc.org.br Web Address: www.ccbc.org.br Address: Rua do Rócio, 220 - 12nd floor – Vila Olimpia – São Paulo/SP - Brazil Telephone: + 55 11 3044 4535

This commitment has enhanced CAM-CCBC’s reputation, strengthening its position within the market. Research carried out and published by the Brazilian Arbitration Committee, supported by the Research Institute Ipsos, revealed that 82% of respondents, who included lawyers, arbitrators and representatives of arbitral institutions, said CAM-CCBC when asked the name of an arbitral institution. Mr Straube adds: “In addition, it is worth stressing that the centre has taken efforts to keep its rules efficient and up-to-date. In fact, the new rules of CAM-CCBC date from 2012 and they are the result of a consultative creative process that included important professionals from the arbitration field. The result is a modern set of rules, which will be applied to the Willem C Vis Moot competition in 2016 and 2017.” The changing legal landscape is also apparent in the arbitration and wider ADR fields. Mr Straube expects that in the short term arbitral institutions will not only deal with more cases but will have to deal with more specialised cases: arbitration in public administration contracts, for instance. “Not only will qualified case managers and a good structure be necessary; it will be essential to know the specificities of the cases to provide adequate solutions,” he explains.

24 | Acquisition International | January 2014

“As an example, in Brazil, the public administration is not allowed to pay for expenses that are not mentioned in the law. The means by which it pays its judicial condemnations is through a sort of ‘promise of payment’ for future legislative prevision. “However, in arbitration, parties pay the fees before initiating the procedure. The rules of the arbitral institution need to find a solution for balancing the specificities of the public administration without damaging the characteristics of arbitrations as an institute. “Another substantial change is the development of the other ADR methods. As the CAM-CCBC follows the international standards of the major centres of arbitration, offering different services in this area, we can say that we are ready for the changes. In addition to managing arbitrations, we also offer mediation, rules for dispute boards and we are authorized to settle domain name disputes.” The CAM-CCBC views the strengthening global marketplace as an opportunity for institutional cooperation agreements that will increase its geographical influence. A project to internationalise the CAM-CCBC began in 2007 and included changes to its rules that allowed the centre to include several foreign arbitrators in its list. Mr Straube says this had added benefits: “The quality of our case managers, who speak several languages, and some of whom have obtained their Master’s degree in ADRs or in International Law abroad) has provided greater attractiveness for international arbitration cases. “In the same way, the dialogue with other arbitral institutions in foreign countries, cooperation agreements, participation and sponsorship in international arbitration events has given more visibility to CAM-CCBC. All that exposition has certainly led to an increase of the cases submitted to the centre.”

2013 LEGAL AWARDS: Criminal Defence Law Firm of the Year - USA

Criminal Defence Law Firm of the Year - USA Cozen O’Connor One fact that immediately sets Cozen O’Connor apart from its competitors is that nearly 70% of the firm’s 575 attorneys are litigators. The firm boasts more collective trial experience than any similarly sized firm in the United States, with litigators appearing in courts across the country on an almost daily basis. One client described the firm as ‘genteel when appropriate, sharpened steel when necessary’. Little wonder Cozen O’Connor has been voted Acquisition International’s criminal defence law firm of the year – USA. One of Cozen O’Connor’s most high-profile cases during the award period was led by Barry Boss, co-chair of the Criminal Defence & Internal Investigations practice group, vice chair of the Commercial Litigation Department and office managing partner of the firm’s Washington, DC office. In a most unusual case, Barry and a team of Cozen O’Connor lawyers resolved civil forfeiture claims brought by the US Department of Justice (DOJ) against the related companies operating Full Tilt Poker, a global leader in online gaming. As part of the settlement agreement, Full Tilt Poker agreed to the transfer of all assets to its former rival, PokerStars. This is likely the first instance of a company forfeiting its assets to the government to resolve civil claims and making a subsequent sale to a private buyer. The background Full Tilt Poker and PokerStars were the two of the world’s largest online poker websites before being targeted in a DOJ crackdown on Internet gaming that took place on April 15, 2011—a date known as Black Friday in the gaming industry. The DOJ accused Full Tilt Poker of illegal gambling and fraud, and 11 individuals (including Full Tilt’s CEO) received criminal indictments. Cozen O’Connor faced significant challenges in defending Full Tilt. Because Full Tilt’s gaming business was shuttered after the raids, the company’s financial position was precarious. The cash crunch severely limited Full Tilt’s ability to attract a buyer, compensate its US and foreign players, or offer a settlement to the DOJ. Those problems were compounded when the DOJ filed an amended civil complaint characterizing Full Tilt Poker as a Ponzi scheme. While this allegation was vigorously disputed, it nonetheless complicated the firm’s search for potential buyers. Cozen O’Connor’s approach Barry and the Cozen O’Connor team focused on developing strong relationships with their counterparts in the US Attorney’s Office. They

were able to build trust and credibility by making sure that Full Tilt adopted a cooperative posture with respect to the criminal cases. At the same time, they worked diligently to maintain the company’s marketability to buyers. Rival as buyer PokerStars emerged as a potential buyer in April 2012, and the negotiations took four months to conclude. The final agreement not only had to satisfy regulators around the world who had begun investigating Full Tilt’s global operations, it also involved a complex transfer of intellectual property assets held by 24 entities in eight different countries. Ultimately, the DOJ dropped the civil case as part of a settlement agreement with PokerStars. All of Full Tilt’s assets were acquired by its former rival, and PokerStars agreed to pay the US government $547 million over three years, a portion of which will be used to repay Full Tilt players in the US and abroad. The settlement was signed on July 31, 2012, and the deal was consummated in two coordinated transaction closings in the US and Ireland on August 9, 2012. Criminal Defence & Internal Investigations The depth and breadth of Cozen O’Connor’s criminal defence experience proved to be an enormous asset in resolving the claims against Full Tilt Poker. The firm has assembled a team of attorneys with decades of experience on both the prosecutorial and defence sides. Understanding both how cases are built and how cases are won has been critical to the team’s success. The Criminal Defence & Internal Investigations team is made up of litigators who have collectively first-chaired hundreds of trials as prosecutors, public defenders, and corporate defence attorneys, and includes former assistant US attorneys, assistant district attorneys, and the heads of major crimes task forces. The team also offers impressive appellate credentials, and includes several former federal clerks and a former US Supreme Court clerk.

Cozen O’Connor Ranked among the top law firms in the country, Cozen O’Connor has 575 attorneys in 22 cities on two continents. In addition to its distinguished Criminal Defence & Internal Investigations practice, the firm offers a full range of nationally recognized practices in litigation, business law and government relations. Operating in all major sectors of the economy, the firm’s clients include Fortune 500 companies, middle-market firms poised for growth, ambitious start-ups, and highprofile individuals. At a time when many of the country’s top law firms have been retrenching and narrowing their scope, Cozen O’Connor has been building capacity and breadth. Over the past several years, the firm has added dozens of highly regarded attorneys across a range of key fields. The firm is fast becoming a destination for ambitious attorneys who aspire to handle their clients’ most interesting, challenging and highstakes matters. The future In an industry built largely on talk, Cozen O’Connor has made its name by doing. The firm has built its reputation one case, one victory at a time. Looking ahead, the firm plans to continue to provide sophisticated, business-minded advice aimed at one simple goal: getting the right result for its clients. No matter how complex, contentious, or critical the undertaking, Cozen O’Connor has earned a well-deserved reputation for persevering until the job is done.

Company: Cozen O’Connor Name: Barry Boss Email: bboss@cozen.com Web Address: www.cozen.com Address: The Army and Navy Building, 1627 I Street, NW, Suite 1100, Washington, D.C. 20006 United States Phone: (202) 912-4818

Acquisition International | January 2014 | 25

2013 LEGAL AWARDS: Trademark Law Firm of the Year – Turkey

Trademark Law Firm of the Year – Turkey Deniz Law Office

The team at Deniz Law Office attributes their award to their deep passion and sense of urgency when dealing with their clients’ issues.

advantage must differentiate itself from the competition and give clients lots of reasons to make a choice in their favour.

Not far behind is the firm’s culture – an employee problem-solving team means the firm knows what motivates its employees and what to do when things aren’t working. The result is a highly productive, great place to work — great for the firm, its people, and its clients. In fact, it was their team, network and speed that won them their last competitive pitch.

For Deniz Law Office that means producing high value added services, creating niche markets by anticipating clients’ legal needs, being flexible so they can easily respond to a changing legal profession and the clients’ perception of value, being much faster at innovation than their competitors, spending more non-billable relationship building with clients including obtaining constant feedback, and focussing on understanding clients’ needs.

In a marketplace where clients have lots of choices any firm wishing to gain a competitive

Company: DENIZ LAW OFFICE Email: info@denizlawoffice.com Web Address: www.denizlawoffice.com Address: Suleyman Seba Cd. Acisu Sk. No:1/12, Besiktas, Istanbul, Turkey Telephone:+902122594720

Understanding the client’s perspective is important for Deniz Law Office as it focuses on areas of work where quality makes a difference to the client and they are willing to pay more for better, and especially best, quality for certain types of legal work. However, this means firms must define quality from their clients’ perspective. To do so, the firm’s lawyers understand, and communicate to each other about, their clients’ businesses and their needs. Quality may also involve review of work by other experienced lawyers in the firm.

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Understanding the clients’ perspective is at the core of the Deniz Law Office brand, meaning the brand provides an automatic connection to their clients. As a result, of this concentration on client the brand proposition also provides motivation to clients and provides a two-way bond that enhances client loyalty. Future developments to support the brand and market proposition include: • Have highly trained and, thus, more flexible lawyers and staff • Develop web sites in our niche markets that provide valuable information to clients in those markets • Most importantly, continue to provide reliable service at competitive prices and deliver them efficiently. Longer-term Deniz Law Office will continue to adapt to ever-changing environments and client needs, including new practice areas and new ways to provide service to clients. The firm also has plans to take advantage of the opportunity to build through merger.

2013 LEGAL AWARDS: IP Law Firm of the Year & TMT Law Firm of the Year - UAE

IP Law Firm of the Year - UAE & TMT Law Firm of the Year - UAE The Rights Lawyers 2013 marked ten years of operation for therightslawyers in the UAE. A focussed TMT and IP firm with a brass neck and a faultless record for providing sound commercial and legal advice to all areas of creative and technology industries. The UAE is now a recognised global destination for commerce and increasingly for the creative fields and for business that rely on IP. With many of the global advertising agencies basing their MENA headquarters here in the UAE, advertising across all media is a staple and this sector continues to grow. Many operators are feeling the growth that comes from Qatar being awarded the 2022 FIFA World Cup – there are numerous media and event projects being pitched and developed from the UAE by UAE entities. Expo 2020 has now been awarded to Dubai which will no doubt deliver more creative projects, events and media content for local businesses. There are some key changes happening in the local film and television industry with consolidation in government departments dealing with the sector and the announcement of the production rebate for foreign filmmakers that produce content in Abu Dhabi and then a similar rebate announced for Dubai. The rebate is still in the early stage of formation so we are watching its rollout with interest. Given the way that such rebates have tended to stimulate activity in the film sector in other markets, we hope to see more international films coming to take advantage of the country’s 360 days of sunshine each year! The local events business continues to boom as international conferences are drawn to the region because of its central location, fantastic facilities and tourist activities. This sector is expected to increase substantially as the developments planned for Expo are built, providing more conference space and more hotel

rooms. In addition, in the live music sector, the UAE has hosted some of the world’s biggest acts over the past 12 months and again, this sector is expected to expand as venues are added. Just on the music side, copyright owners continue to bemoan the lack of a collection society in the region but the government is again considering the issue and we remain hopeful that this will be addressed well before Expo 2020. The year contained many highlights for our team. We worked with producers on the development of feature films that are going to be produced in 2014 and some that will remain as nothing but a memory of a “good idea at the time”. We saw new companies come to the region to feed us and entertain us. Concerts came and went, with some pushing our legal boundaries whilst we dealt with last minute hiccups under home-made contracts. Chefs came to protect and ply their brands through us. Sports bodies expanded their range of competitions and we registered their associated trade marks. Agencies delivered cross media promotions to top FMCG brands with our contracts at their side. The push into Saudi Arabia continued with all eyes on the prize in that lucrative but complex market. We saw finance deals go north and others that went south. Franchising continued to grow with more mid-range brands entering the regional market, a definite (and welcome) change from the high end global brands that had been the focus in previous years. In the field of IP, therightslawyers stands tall. Our clients cover a range of industries, taking our lawyers deep into the area of trademarks, patents, design and copyright. Our definitive trait as a law firm is our overwhelming understanding of the industries that our clients operate in. As specialist industry lawyers, we provide more than just legal needs. In a market that is judging all suppliers on a

cost/benefit analysis, a law firm has to offer more than just legal answers – it has to be able to look at clients’ businesses and help them to work more efficiently as well. With many years of practical commercial experience, we are able to do that in a way that most law firms simply cannot match. Our industry and specialist discipline knowledge puts us a league apart. therightslawyers engages regularly with the industries that we service on their terms and in their playing fields. We are constantly talking at industry seminars (production, franchising, marketing, licensing, the list is endless). Larger firms may come to the region but they cannot compete with our knowledge of the key industry players in the market and our ability to monitor and understand the changes that happen here on a weekly basis. Our key clients understand the value of having lawyers that know their business inside out. The name therightslawyers is well known in the country and across the region by people that work in the industries that we service and across the legal field. therightslawyers are without doubt the “go to” guys for TMT and IP in the region. No one else comes close.

Company: therightslawyers Email: info@therightslawyers.com Web Address: www.therightslawyers.com Address: p.o. box 502175, building 8, suite 420 dubai media city, dubai, united arab emirates Phone: +971 4 390 3646 Fax: +971 4 390 8045

Acquisition International | January 2014 | 27

SECTOR SPOTLIGHT: Effectively resolving IP disputes in the pharmaceutical industry

Effectively resolving IP disputes in the pharmaceutical industry

Company: Papula-Nevinpat Web Address: www.papula-nevinpat.com Address: Mechelininkatu 1 a, 00180 Helsinki Name: Mr Folke Johansson Email: folke.johansson@papula-nevinpat.com Phone: +358 9 348 00 618 Name: Mrs Erja Partio Email: erja.partio@papula-nevinpat.com Phone: +358 9 348 00 611

Papula-Nevinpat was founded in 1975 and now has an 80-strong team in Finland of whom 30 are IP attorneys. It has offices in Finland, Russia, some of the former Soviet states and Munich with a total staff of 150 professionals of which around 50 attorneys/specialists. Director Mr Folke Johansson and Mrs Erja Partio, both European Patent Attorneys, talk to AI about IP litigation in Finland. ----------------------------------------------------------------Finnish IP law underwent an important change in 1995 when the country joined the WTO. Until that point IP protection in the pharmaceutical industry was only available for the method of manufacture of a pharmaceutical and not the product itself. As these patents and their Supplementary Protection Certificates can be in force for 20 + max 5 years, the majority of pharmaceutical IP disputes in Finland still revolve around manufacturing methods. Still the majority of the pharmaceutical patent litigations go about whether the manufacturing method is an equivalent to the patented method – the burden of proof lies with defendants to prove it’s not within the patent scope.

Pharmaceutical patent litigations are the most difficult among the patent infringement cases. This is partly due to the fact that they are strongly influenced by public interest in securing the access to low cost generic drugs as soon as possible, and partly to complicated subject matter of this kind of patents.

It is the principle that when a patent proprietor sues for infringement the generic manufacturer, this challenges the validity of the patent. In pharmaceutical disputes the scope of protection of the patent is of course the key problem, and the application of doctrine of equivalence makes the outcome difficult to predict.

Company: Traple Konarski Podrecki i Wspólnicy sp.j. Email: office@traple.pl Web Address: www.traple.pl Address: ul. Królowej Jadwigi 170, 30-212 Kraków Phone: (+48) 12 426-05-30

The approach to the evaluation of claims could be different even among European countries. The invalidation procedure can last three or more years, so the pharmaceutical companies take substantial financial risks. Therefore it is necessary not only to determine the appropriate level of costs in relation to the patent validity claim and the costs of main proceeding, but also to take into consideration possible damages due to the defendant in case of a negative outcome of the case. Of course, this calculation depends on the procedural situation i.e. if the plaintiff

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“Pharmaceutical products must have market authorisation issued by the Finnish Medicine Agency Fimea or European Comission/the European Medicine Agency EMEA,” explains Mrs Partio. “Patent holders monitor applications for market authorisation to recognize potential infringing products – and the burden of proof is on the defendant to prove that a different method which is workable in industrial scale has actually been used, which may involve revealing trade secrets to the court.” As part of the Finnish government’s IP strategy, Finland’s new IP court opened in September 2013. As yet, no pharmaceutical cases have been decided by it, so it is unclear whether there will be any differences in approach. However, Mr Johansson points out that it will be important for companies to invest in litigation. “Previously IP cases were heard in the district court with appeals to the court of appeal and then the high court, although permission was rarely granted,” he says. “The new IP court only allows for appeal to the high court and it may be equally rare, so it will be important to get it right first time.”

obtains the preliminary relief against the alleged infringer. In Poland the invalidation procedure takes place before the PO and the infringement dispute is resolved in a civil court. According to the Polish Supreme Court, there is no reason to suspend the proceeding on infringement until the PO has ruled on validity. Therefore it is possible that the case in court ends before the decision on validity is taken, and then it is necessary to determine the risk connected with enforcement of the court verdict. The amicable settlements in pharmaceutical disputes are subject to close scrutiny of antitrust authorities which can rule that the agreement was unlawful, e.g. reverse payment settlement and commitment not to sell generic version until x months before the expiry of the patent term would be challenged.

SECTOR SPOTLIGHT: Avoiding & Resolving Competition & Antitrust Disputes

Avoiding & Resolving Competition & Antitrust Disputes Paula Ramada is a Partner with London Economics and leads the firm’s work in the area of competition. Paula has a PhD in Economics from MIT and prior to joining the firm, more than 11 years ago, taught Economics at Northwestern University in the US and at the London Business School in the UK. ----------------------------------------------------------------London Economics is one of Europe’s leading specialist policy and economics consultancies. It has its head office in London and further offices in Brussels, Dublin, Cardiff and Budapest, as well as associated offices in Paris and Valletta. The firm’s competition and regulation work has dealt with varied topics including market definition, merger simulation, and analysis of dominance and joint dominance. LE has also worked extensively in the area of assessment of cartel damages in a series of high profile international cartels. London Economics has in-depth sectoral knowledge on competition and regulatory issues in sectors

as diverse as energy, telecoms, water, airports, banking and finance. LE partners have experience as expert witnesses and in providing depositions. LE work for both private sector clients and competition/regulation authorities has included the review of the impacts of private investments on competition, welfare and regulated income. With many years of working alongside regulators and competition enforcement authorities, LE consultants are in a privileged position to advise clients on what forms of scrutiny they may expect and how they may structure investments and acquisitions to minimise competition impacts and regulatory intervention. In recent projects LE has, for example, assessed the need for competition remedies, such as partial divestments, in a telecoms merger; estimated the likely impact on electricity retail prices and regulated incomes resulting from a privately-funded

infrastructure investment in a European electricity market; reviewed the detailed cash flow projections of a telecoms sector investment in light of possible breach of EU State Aid rules; assisted with market design rules in a wholesale market for water; and assessed allegation of abuse of dominance in an intellectual property dispute.

Company: London Economics Name: Paula Ramada Email: pramada@londecon.co.uk Web Address: londoneconomics.co.uk Address: 71-75 Sheldon Street, London, WC2H 9JQ Telephone: 44 207 8668185

Civil antitrust risk in the United States - By Eric Mahr Eric Mahr is a partner in the Litigation and Regulatory Departments of WilmerHale. He currently practices in Washington, D.C., having previously spent four years in the firm’s Brussels, Belgium, office. Mr Mahr specializes in antitrust and competition litigation and arbitration. He recently was appointed Vice Chair of the ABA Antitrust Section’s newly formed Committee on Civil Redress, a committee focused on the global development of civil redress for competition law violations. ----------------------------------------------------------------The massive fines levied against multinational companies by the US Department of Justice in its prosecution of criminal violations of the US antitrust laws have been well-publicized, as has the United States’ prosecution and incarceration of individual officers and employees of foreign corporations for those violations. Criminal prosecution, however, is not the only risk presented by the US antitrust laws. Civil antitrust litigation deserves as least as much attention from multinational companies, particularly given the extraordinary financial risks it poses and the far broader range of conduct it reaches. The United States has the most developed regime for civil redress of antitrust violations in the world – at least in terms of the advantages it provides claimants seeking monetary recovery for damages suffered as a result of allegedly anticompetitive conduct. Indeed, if anything, the US civil redress regime might be considered overdeveloped, presenting significant risks of costly litigation even to law-abiding companies. Characteristics of US antitrust litigation exposing multinationals to substantial risk include: • Successful claimants are entitled to treble damages and attorneys’ fees. • Defendants found in violation are subject to joint and several liability (without a corresponding right to contribution).

•

Claimants are permitted to bring suit collectively through an opt-out class action mechanism, allowing a very small, but representative group of plaintiffs to represent all potential claimants who do not expressly opt out of the proceeding.

stages. Lower courts, however, have been uneven in their application of this more stringent standard and marginal antitrust claims continue to proceed to discovery, often forcing defendants to choose between settling weak claims or bearing the enormous cost of discovery and the risk of treble damages.

Together, these mean a single participant in, for example, an unlawful price-fixing cartel may be held liable for all damages caused to virtually all claimants harmed by the cartel – multiplied by three – without any right to seek contribution from other cartel participants. These extraordinary incentives for claimants have given rise to the world’s most experienced and highlymotivated plaintiffs’ bar which aggressively seeks redress for antitrust law violations, often on behalf of massive, nationwide classes of claimants. Much of the civil litigation in the United States follows on the heels of investigations by the United States’ two expert federal enforcement agencies, but there are a substantial number of civil antitrust actions involving conduct other than blatant price-fixing or market allocation. These include monopolization; harm to competition arising from mergers, joint ventures, and other competitor collaborations; restrictions on relationships with distributors; tying practices; and, increasingly, intellectual property-related issues involving licensing, pooling, and standard-setting activities, among others. Another source of substantial risk is the extraordinary breadth of US discovery. Claimants permitted to proceed past the initial pleading stage may impose massive costs on defendants through demands for the production of documents and depositions of company witnesses. The US Supreme Court has recognized the unusually high cost of discovery in antitrust cases and has attempted to articulate a more exacting standard for claimants to proceed past the initial pleading

These and related considerations mean that multinationals must pay close, careful and consistent attention to US antitrust laws. This requires engaging sophisticated US defense counsel, not only to defend against claims that have been asserted, but to advise on significant actions the company plans to take that are likely to have substantial effects on US commerce. Having represented companies from around the world in the largest US criminal and civil litigations, WilmerHale is well-positioned to advise multinationals on the defense and avoidance of antitrust issues in the United States. Our competition lawyers not only know the US courts, we have long and deep experience throughout Europe and Asia, allowing us to advise and defend companies in ways consistent with their home countries’ legal and business cultures. Please contact us if we can be of assistance.

Company: WilmerHale Name: Eric Mahr Email: Eric.Mahr@wilmerhale.com Web Address: www.wilmerhale.com Address: 1875 Pennsylvania Avenue, NW Washington, DC 20006 Telephone: +1 202 663 6000

Acquisition International | January 2014 | 29

SECTOR SPOTLIGHT: Commercial law firm of the year 2013 | Arbitration Seats Weighing up the Pros and Cons – Switzerland

Commercial law firm of the year 2013

The Bahai House of Worship in New Delhi, popularly known as the Lotus Temple due to its flowerlike shape

gary yim / Shutterstock.com

With a work culture of pursuing excellence, it’s little wonder that governments, the EU’s delegation to India and some of the world’s leading businesses rely on I.L.A. Pasrich & Company for advice.

January 1998. Pasrich & Company was subsequently established as I.L.A’s dispute resolution practice in 2004. The two were merged to form I.L.A. Pasrich & Company in 2012.

interests, efficient technology augmented solutions, and above all, a commitment to being a firm that enjoys practicing law not as a business but as a noble profession”.

International Law Affiliates (I.L.A.) was established by two partners (from the same Oxford College) in

The firm has significant dispute resolution, commercial arbitration, product liability, public procurement, general corporate law, international law, white-collar crime and competition law practices. It also has a fairly specialized aviation law practice and handles work for several foreign airlines.

“We have strongly advocated uniformity in the way that lawyers across the globe practice law. We have provided our services outside India to review documents and often advise on agreements that reflect international practice. The Indian legal scenario already accommodates foreign influence, practices and even fly-in-fly-out practitioners. Our participation in the international arena has helped to improve our own practices and will continue to do so in the long term.”

Company: I.L.A. Pasrich & Company Name: Amir Singh Pasrich, Managing Partner Email: inbox@ilaindia.com Web Address: www.ilaindia.com Address: 901-905, Naurang House, 21, Kasturba Gandhi Marg, Connaught Place, New Delhi 110 001, India Telephone: +91-11-41012000; 41001010

Although not one of India’s largest law firms, its commitment to quality means that between 2009 and 2013 it has received considerable recognition from international legal directories, both for its work and for notable practitioners. Managing Partner Amir Singh Pasrich explains: “The firm can be seen to have achieved a level of distinction with our clients only by emphasizing the importance of sound professional legal advice, demonstrating a standard of ethics that derives from the client’s best

I.L.A. Pasrich & Company already has affiliations with over 25 lawyers and firms across India and has not ruled out consolidation if it would improve the firm’s pan-India work. The firm has initiated the process for somewhat structured informal relationships with six foreign law firms in major cities in Europe, China and the United States and expects to improve their work from sporadic to regular bilateral collaborations.

Arbitration Seats Weighing up the Pros and Cons – Switzerland Switzerland, a multi-language country, is a highly recognized (and commonly used) place for international arbitration (in 2010, approximately: 800 ICC cases, 90 Swiss Rules cases and 250 LCIA cases had their seat in Switzerland). In addition to general considerations such as geographical situation, political stability, independent state policy and confidentiality, there are numerous technical advantages in choosing to arbitrate business disputes in Switzerland. Modern Arbitration Law International arbitrations proceedings having their seat in Switzerland are governed by the Private International Law Act (PILA, Chapter 12) (http://www.arbitration-ch. org/pages/en/arbitration-in-switzerland/index.html#. UnDA_BA8si4), which is a very concise and modern set of rules adopted in 1987, providing flexibility to

match the particular aspects of a large field of business activities (construction, merger & acquisition, trading, oil and gas, international sales, international contracts, sports contracts, corporate matters, etc.). Arbitration Friendly Jurisdiction One of the attractions of arbitrating disputes in Switzerland is that Swiss arbitration law and the rules of arbitration institutions such the Swiss Rules of International Arbitration of The Swiss Chamber of Commerce are considered to be ‘arbitration friendly’ in many respects. In particular, there is no restriction for the parties on the choice of arbitrators, on the language of the proceedings or on the applicable procedural rules. Swiss arbitration law tends to favor the validity of the arbitration clause or arbitration agreement. The scope of disputes which can be arbitrated in Switzerland is very broad. Any dispute of financial interest may be subject to arbitration under Swiss law. If both parties are domiciled outside Switzerland, they may also waive the right to file a challenge for setting aside the award. As a consequence, the award shall be final and binding immediately.

Company: Carrard & Associés Name: François Kaiser Email: fkaiser@carrard-associes.ch Web Address: www.carrard-associes.ch Address: P.O. Box 7191, Place Saint-François 1, CH-1002 Lausanne Telephone: +41 (0)21 349 19 19

Another advantage resides in the fact that the Swiss Federal Tribunal (sole judicial authority to that effect) has a very limited power to review the award if challenged by a party. In particular, the Swiss Federal Tribunal will not exercise a review of the merits of the award. The enforcement of international arbitral awards rendered in Switzerland benefits from an extensive

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enforceability worldwide as Switzerland is a signatory of the New York Convention. Practical Infrastructure Switzerland is particularly suited to host arbitration proceedings, in particular in terms of availability of infrastructure with its Swiss Arbitration Hub (http:// www.swissarbitrationhub.com/sah/index.php/page/1/ home) of experienced arbitrators in both civil and common law, as well as well-respected and organized arbitral institutions, such as the Swiss Chambers of Commerce (with a modern and practical set of rules for International Arbitration (https://www.swissarbitration. org/sa/en/rules.php) or the Court of Arbitration for Sport in Lausanne. Moreover, many arbitration proceedings having their seat in Switzerland are submitted to the Rules of the ICC International Court of Arbitration (ICC Rules) or to the rules of the London Court of Arbitration (LCIA). In addition to these institutional arbitrations, parties often choose Switzerland to conduct ad hoc arbitrations pursuant to Chapter 12 of PILA. Cons There are no disadvantages to arbitrating in Switzerland. Contact Details Prepared by Carrard & Associés, a Swiss law firm of independent attorneys in Lausanne, Switzerland, with a long-standing tradition in arbitration, several of its attorneys acting both as counsel or as arbitrators, in both commercial and sports arbitrations. For information please contact François Kaiser (fkaiser@carrard-associes.ch).

SECTOR SPOTLIGHT: Arbitrating maritime disputes – Greece | Handling complex aviation disputes

Arbitrating maritime disputes – Greece By George C Economou ----------------------------------------------------------------Long periods of uncertainty and indecision are abhorrent to business; it is, therefore, natural to try and develop ways for the quick resolution of disputes. The most serious of these alternative dispute resolution methods is arbitration, a quasi-judicial process, binding on the parties and normally nonappealable. Generally it is relatively easy to execute an award in a country other than where it was obtained. This is so because the majority of the world community has ratified the New York Convention of 1958 which allows an arbitration award to become an executory title in another country more easily than if it were a court judgment. Arbitration has the following very important advantages: •

• • •

the adjudication of the dispute is done by experts who are involved almost exclusively with the object under consideration an arbitration is concluded in a much shorter period of time than that required by the courts and, provided the parties agree, the award is final, ie there is no right of appeal arbitration preserves the confidentiality of the process

•

In Greece, the law applicable to international commercial arbitrations is Law 2735/1999 which, in effect, enacts the Uncitral Law.

there is almost immediate recognition of the award as an executory title by local and foreign courts, based on the provisions of the New York Convention which has been ratified by most countries there is a choice of arbitrators.

As regards shipping, in 2005 the Piraeus Association for Maritime Arbitration (PAMA) was established to promote the resolution of maritime disputes in view of the growing recognition of Piraeus as a major shipping Centre. PAMA conducts arbitration in accordance with its own rules based on the Uncitral Model Law adopted by Greece.

An arbitration is usually described as a maritime arbitration if in some way it involves a ship. Most commonly, disputes will be referred under a charter party. This may be for the hire of a ship for a period of time (a time charter), or the contract may simply be one for a voyage (a voyage charter) under which freight is paid, and in which there are provisions as to the amount of time (laytime) allowed to the charterer for loading and discharging, and liquidated damages (demurrage) to be paid if those times are exceeded.

In addition to PAMA the Hellenic Chamber of Shipping caters also for maritime arbitrations. Because of the long relationship of Greece and Greeks with the sea and shipping, a choice to arbitrate a shipping dispute in Greece is an intelligent choice.

Included are contracts of affreightment, disputes under bills of lading, usually concerned with damage to or loss of cargo, and disputes under MOA for the sale and purchase of a ship. In addition, there are disputes under shipbuilding contracts and under contracts for the repair of ships, oil trading contracts, aspects of maritime insurance, collision cases, general average claims and salvage disputes. Practically all maritime disputes are now referred to arbitration. To cater to the shipping clientele, various arbitration bodies specializing in shipping have been established worldwide.

G. C. Economou & Associates Law Firm

Company: G. C. Economou & Associates Law Firm Name: George C Economou Email: economou@gce-associates.gr Web Address: www.gce-associates.gr Address: 11 Kanari Street, Athens 10671 Phone: +30 210 3640030

Handling complex aviation disputes

By Idris Faro, Principal Counsel, Idris Faro & Co. ---------------------------------------------------------------------We have earned a reputation for diligence and rendering excellent high quality service at considerable rates to our clients over the years. This is simply because of our style which, of course, is different from others. Our utmost commitment to a client’s case, taking cognizance of every material fact, spending extra effort to research the applicable laws and regulations for a client’s case and, above all, being constantly mindful of the fact that the client’s reason for approaching us is to properly advise them, assist them in getting reliefs or defend, reduce and extinguish their liabilities, are the reasons for our success over the years. Handling complex aviation disputes requires specialist skills. These disputes are a different class of dispute in the sense that they traverse the terrain of contract law, international law, law of torts and several municipal statutes which provide for the regulation of aviation business. It is thus important that a specialist is called when such disputes arise.

that his case had been destroyed by us. The claimant later abandoned the case and it was struck out by the court.

Most operators in the industry prefer to deal with disputes at the early stage and ensure that they are resolved amicably. Arbitration is fast becoming the preferred mode of resolving aviation disputes since companies want to avoid lengthy litigation which disrupts their business and concentration. However, some complex disputes sail through to litigation.

This underscores the need to always seek the service of a specialist in resolving this type of disputes.

A recent case successfully handled by our firm is Everlead Communications Ltd & Anor v Bellview Airline Ltd. The claimant sued our client, Bellview Airline, for breach of contract and negligence for losing its luggage. The claimant’s managing director travelled on our client’s flight from London to Lagos. He claimed that our client lost part of his luggage and brought an action against our client in court. He made a procedural blunder by joining his company in a case of loss of luggage in a passenger aircraft, claiming the goods contained in the lost luggage belonged to his company. At the trial, he was asked if he as the second claimant lost anything and he said no. Then followed the determining question, which was whether the company travelled on that flight. He said yes, knowing

IDRIS FARO & CO. Company: IDRIS FARO & CO. Email: email-farojuris@idrisfaroandco.com Web: www.idrisfaroandco.com Address: Road 5, Suite J147, Ikota Complex, VGC, Lekki, Lagos, Nigeria Phone: +234(0)8034052624

Acquisition International | January 2014 | 31

SECTOR SPOTLIGHT: Labour and employment aspects of corporate transactions

Labour and employment aspects of corporate transactions With nearly 40 attorneys practicing exclusively in the area of labor and employment, Alston & Bird offers a comprehensive suite of labor and employment counseling and litigation services encompassing virtually every specialized area in the field. The firm also assists clients in the development and implementation of preventative labor and employment strategies, and provides advice about the variety of complex issues that routinely arise in sophisticated business transactions, such as outsourcing deals and corporate mergers and acquisitions. Alston & Bird’s Labor and Employment Group has been recognized as a leader in the field by

Company: Alston & Bird Name: Edward Cooper Web Address: www.alston.com Address: The Atlantic Building, 950 F Street, NW Washington, DC 20004-1404 Telephone: 202-239-3300

Chambers USA and boasts numerous partners recognized on an individual basis by Chambers USA, Best Lawyers in America, and other leading authorities. Recognition of its L&E Group by general counsel and other consumers of legal services helped propel the Firm to ‘Power Elite’ status, according to BTI Consulting. Employment Litigation When litigation strikes, we recognize that in certain instances it makes the most sense to seek a quick and early resolution of a matter. We often engage in alternative dispute resolution to help bring about this result. Indeed, some of our attorneys are also experienced mediators in their own right and can bring that insider’s knowledge of the process to assist our clients in obtaining maximum results at minimal cost. On the other hand, it is often the case that either because of the type of claim at issue, the amount in controversy, or the risk of repeat litigation, we must utilize the full range of resources to defend the company. Our attorneys are experienced and aggressive trial lawyers who are well-equipped to fight and win our clients’ battles. Workforce Management and Regulatory Compliance Our L&G Group has extensive expertise in virtually all areas that affect an employer’s ability to

manage its workforce. Our attorneys have the skills necessary to handle practically any workforce management issue. Every day we guide clients from around the country through decisions relating to OSHA, Wage and Hour and OFCCP compliance, employee hiring, discipline, and discharge, workforce reductions, contingent workforce staffing, union grievances, arbitrations, union elections, restrictive covenants, affirmative action and immigration. We provide direction to clients regarding the myriad of key workplace regulations, both state and federal. Whatever the challenge, it is likely we have met and overcome it before. Examples of recent work include: • Representing one of the nation’s largest insurance companies in its purchase of another large insurer, successfully completing the resolution of all contract issues and the integration of two large nationwide workforces and a significant reduction in force, with no resulting litigation. • Provided all labor and employment advice and oversight for two successive reorganizations of one of the largest retail chains in the United States. • Planned and implemented all aspects of the workforce transition in connection with the outsourcing of all information technology functions at a top national company.

Slater & Gordon Lawyers have one of the leading employment teams in the UK, acting for employees, senior executives and trade unions and their members. The team does not act for employers, and the breadth of its services to employees and those who represent them distinguishes them from the competition (many of whom only act for trade unions and their members), or will act both for employees and employers). Edward Cooper, National Practice Group Leader, talks to AI about the UK’s consultation requirements. ----------------------------------------------------------------

Under TUPE, employees’ terms and conditions transfer, as do collective bargaining arrangements. Rights connected with occupational pension schemes connected with old age, invalidity and survivors’ benefits do not transfer under TUPE, though there are protections applicable under the Pensions Act 2004 (though no obligation to provide the same benefits).

particularly well. Trade unions are best equipped to handle collective consultations under TUPE and Section 188. In the non-unionised sector, the success or otherwise of the consultation process depends to a large extent on the level of training and support provided to those employees acting as employee representatives.

TUPE imposes obligations on employers to consult the recognised trade unions of affected staff (or employee representatives where there no recognised trade unions).

M&A activity can occur through share sales and through business sales which involve transfers rather than share sales.

When a share sale takes place, there is no specific statutory requirement for consultation (unlike TUPE where a business transfer triggers a requirement) but consultation would be expected under any established negotiating machinery or under any procedures established under the Information and Consultation of Employees Regulations 2004.

From our perspective of acting for employees and trade unions, we are aware of materially different views regarding the benefits of consultation under TUPE and Section 188 as between our clients and companies involved in M&A activity.

Transfers of people during M&A activity are governed, unless there is a share sale transfer, by the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE); based on European legislation.

Where there are redundancies of 20 or more employees the employer is required to consult recognised trade unions or, in their absence, employee representatives (section 188, Trade Union and Labour Relations (Consolidation) Act 1992).

Company: Slater & Gordon Name: Edward Cooper Email: ECooper@slatergordon.co.uk Web Address: www.slatergordon.co.uk Address: 50-52 Chancery Lane, London WC2A 1HL Telephone: 0207 657 1555

Individual employees of more than two years’ service have the statutory right not to be unfairly dismissed on grounds of redundancy, so collective consultation needs to be complemented by individual consultation with those affected, and steps taken to seek to identify any suitable alternative employment. If implemented correctly, the industrial democracy requirements under TUPE and Section 188 can work

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Too frequently, some companies posit the view they require ‘maximum flexibility’, or the ‘right to manage’, and underestimate the benefit of proper consultation. The absence of proper engagement with the individuals affected, and those who represent them, can lead to post-activity disillusionment and disengagement, and consequent adverse implications. It is easy for employers to overlook the fact that change can be stressful and disruptive, and proper information and consultation can assist in managing change. Consultation ought to provide an opportunity for participation and buy in, so that the greater the openness and transparency of the companies involved, the more likely the effectiveness of any restructuring arrangements. If trade unions (or in their absence, employee representatives) fully understand the rationale for the restructuring this can aid their contribution to the consultation process, help secure better communications within the workforce and better decisions from the relevant employers.

SECTOR SPOTLIGHT: The challenges of anti-money laundering legislation in Mexico

The challenges of anti-money laundering legislation in Mexico

Basham, Ringe y Correa is one of the leading fullservice law firms in Latin America. Established in Mexico in 1912, Basham draws on a century of experience to assist its clients in conducting business throughout Mexico and abroad. The firm’s clients include prominent international corporations, many of them on the Fortune 500 List, medium-sized companies, financial institutions and individuals. Partner Alejandro Catala and senior associate Julio Copo spoke to AI about Mexico’s new legislation. ----------------------------------------------------------------Having received international praise for their success in implementing banking controls, Mexico’s legislators turned their attention to anti-money laundering in 2012. On 17 October the Federal Act to Prevent and Identify Illegally-Funded Transactions was passed and it came into full force in August 2013. Article 17 of the Act identifies 15 commercial activities as ‘vulnerable’, meaning they have a high risk of being used for money laundering. These include: issuing credit cards, service cards, traveller cheques or prepaid cards; construction; real estate; selling and buying vehicles, jewellery and precious stones and metals; the armouring of vehicles, not for profit organizations, gambling and sweepstakes, international trade, public notaries, and professional rendering of services amongst others. Alejandro says: “This new law is going to affect many companies in Mexico and, at the moment, it is difficult to understand what is going to happen with the application of this law as no cases have come before the courts yet, so we have no guidance.” Julio adds: “The Act has established an obligation to file certain notices with the Ministry of Finance when carrying out vulnerable activities. What is unclear at the moment is to what extent some of the vulnerable activities should be considered as vulnerable; an intercompany loan is not the same thing as a pawn; however, depending on the interpretation they could both fall within the same vulnerable activity. There is a lot of uncertainty about how this law will be applied.” While it is usual in most jurisdictions for a delay between new legislation being implemented and courts offering guidance about interpretation, in this

instance technical difficulties have made the situation more difficult. When the Mexican Ministry of Finance established the portal that notifications are made through, for certain vulnerable activities such as the rendering of services they only allowed individuals to file the notices. This means that firms of attorneys or accountants who might make filings as a corporation are unable to do so unless they do so as individuals, rather than as representatives of their firm. At the time of writing, a much-promised fix had not been implemented.

in a measure that does not seem congruent with these restrictions, the Mexican Government eliminated the ‘IDE’ tax originally in place to control deposits in cash of more than MEX $20,000. All of this creates numerous questions over what effect limiting cash transactions will have in terms of taxation and application. It seems that the effect of the new Act will be to prevent cash being used to purchase jewellery art, real state and vehicles above a certain amount; it would set a precedent which could support future limitations.

There are other issues with the new Act. Alejandro points out that the Act is considered as a criminal law, while the activities it covers are administrative. He also mentions that the sanctions are too high, since those range, in some cases, from fines – of MXN$600,000 to MXN$4 million (£28,000-£187,000) – to prison sentences of four to ten years. The Act also requires service providers – such as attorneys – and other persons such as jewellers, not for profit organizations, art traders and public notaries to obtain information and carry out due diligence from people who are carrying out vulnerable activities and keep that information for five years. What makes this requirement complex is that it is not yet clear if this obligation applies to individuals within companies who are carrying out vulnerable activity, rather than the organisation’s legal persona.

With so many questions about the new Act it may take some time for courts to determine them all. Therefore, Basham is seeking a quicker resolution. Alejandro says: “We are considering filing constitutional proceedings against some of the provisions of the new Act. We would do this by filing an ‘amparo’ against the law – similar to a judicial review in the US and the UK. This would seek clarity from the Supreme Court on whether elements of the new Act are criminal or administrative in nature and examine some of the other questions surrounding it.”

Because the Act aims to cover the movement of money from one source to another by following the chain from producer to distributor to client or consumer, it contains both a fiscal component and a tax component, raising further questions about what information is required and where. Julio says: “We are advising our clients to be cautious and file notices just to make sure they are complying with the law and will not be subject to any future investigation.” There is also a conflict between the new Act and existing legislation – the new Act seeks to limit cash transactions in areas of vulnerable activity whereas Article 8 of the Mexican Currency Act provides for no restrictions on use of the peso. Interestingly enough,

Company: Basham, Ringe y Correa Name: Alejandro Catala & Julio Copo Email: acatala@basham.com.mx; jcopo@basham.com.mx Web Address: www.basham.com.mx Address: Paseo de los Tamarindos 400-A, 9TH Floor, Bosques de las Lomas, Cuajimalpa, México City, Z.C. 05120 Telephone: 52 55 5261 0400

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SECTOR SPOTLIGHT: Introducing 2014’s most regarded litigators

Introducing 2014’s most regarded litigators Although the statistics show that Alternative Dispute Resolution is on the rise, there is still a place for the battle-hardened litigator who is ready to argue their client’s case in court. AI introduces 2014’s most regarded litigators and finds out what makes a good litigator and how their marketplace is changing.

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SECTOR SPOTLIGHT: Introducing 2014’s most regarded litigators

By Dan K. Webb, Chairman and Partner, Winston & Strawn LLP ----------------------------------------------------------------Although many law firms provide a full suite of legal services, certain firms focus on, and have a wellestablished reputation, in a particular area. It is what they do better than anyone else. It is their calling card. At Winston & Strawn, our calling card for more than 100 years has been the same: we go to trial in high-stakes cases, and we win. As a partner and the Chairman of Winston & Strawn LLP, it is my duty to lead our team to find creative solutions where none seem self-evident and to try cases and win, all while maintaining professionalism and respect for the process and its participants. At Winston & Strawn, we believe that a well-known reputation for being willing and able to take cases to trial and win is the most important way to ensure good results for clients in the current legal environment. Why? First, I firmly believe – and have experienced firsthand – that the real threat of trial on the merits can move a high-stakes case to a negotiated resolution. But the key is that the threat of trial must be real. There must be a demonstrated track record that says, yes, if you persist in your position we will go to trial, that is what we do as a firm, we are very good at it, and we will prevail. Such a reputation is earned over time and requires a sustained record of taking cases to trial and prevailing for clients, or else opposing parties and their counsel will calculate that you are among the many attorneys who threaten to go to trial, only to give in to their terms on the eve of trial because you are not really capable or prepared to try the case. Winston has long set itself apart in the legal industry as a firm that attracts and trains lawyers that embrace trials in high-stakes cases, and win. Such a reputation is only built over time, and only passes from one generation to the next when the lawyers are committed to working as a team and passing

knowledge from the more senior lawyers to the more junior lawyers. There was a time when I first arrived at Winston that my phone rarely rang and I had to seek out experience from the seasoned trial veteran in our office. Only as a result of individual commitment and an emphasis on teamwork have I been able to navigate successfully some of my more high-profile matters, such as prosecuting retired Admiral John Poindexter in the Iran-Contra affair and serving as lead trial counsel for General Electric in its defense against criminal price-fixing allegations as to industrial diamonds. What I have learned from the matters my team and I have handled and the more than 100 jury cases that we have tried together, is that every organization is the sum of its parts. This extends to representing corporations as well; it is important to make sure that a jury realizes that whatever a company’s alleged fault, the company also has all of the admirable characteristics of its employees. Jurors understand their roles as dispensers of justice. They will not give you a verdict unless their sense of justice requires it. Therefore, it is imperative to present a corporation’s human face at trial. I have also learned the importance of maintaining only the highest level of respect and professionalism. This includes acknowledging that jury members are taking time out of their busy schedules to serve, and moving cases along with efficiency. Similarly, it is vital to always show respect for opposing counsel and adverse witnesses as well as colleagues on the trial team – whether inside the courtroom or out. This certainly does not mean that you are precluded from pressing a witness to make concessions compelled by the facts. Rather, it means that professionalism rooted in solid legal strategy, experience, and mastery of the facts, trumps bombast and grandstanding every time. Looking forward into 2014 and beyond, I believe that having a strong trial practice is essential in the global legal environment. Particularly in the wake of

the global financial crisis, 2014 promises to present complex challenges for companies with a global footprint. For example, we are likely to see a continued significant emphasis on anti-bribery enforcement and compliance by the U.S. and foreign governments, an increase in the frequency and size of whistleblower bounties, and the government’s increased use of the Financial Institutions Reform, Recovery and Enforcement Act, the False Claims Act, and other civil enforcement statutes. In addition, maturing companies will fuel even more “bet-the-company” litigation involving their intellectual property. In the face of these high-stakes threats, while firms rush to bolster their reputations as top-flight trial counsel, we have established those skills as the cornerstone of our firm and we believe that we are well-positioned to meet those client needs. It is my great privilege to work with the best trial lawyers in the legal industry. Building and maintaining a reputation for excellence, however, is only accomplished by diligent and assiduous trial lawyers working each day – from those who paved the way for me, to those who have worked with me, as well as those currently working their way up through the ranks as I did, and who will some day eclipse all of our accomplishments to date.

Company: Winston & Strawn LLP Name: Dan K. Webb Web Address: www.winston.com Address: 35 W. Wacker Drive, Chicago, IL 60601-9703 Phone: +1 (312) 558-5856

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SECTOR SPOTLIGHT: Introducing 2014’s most regarded litigators

Germany – Dr. Alexander Loos, Hogan Lovells International LLP My firm Hogan Lovells International LLP is one of the leading providers of legal services with its 45 offices around the globe. It focuses on business clients in Europe, North America and East Asia. In Germany, amongst other services, it has a leading role in dispute resolution, involving more than 50 specialized litigators out of a total of more than 300 lawyers working from four offices at Düsseldorf, Frankfurt, Hamburg and Munich. Due to my specialization in corporate litigation and arbitration I have witnessed a number of changes in the market for dispute resolution depending on varying drivers for the parties’ willingness to initiate disputes and have them neutrally decided: corporate transactions shrank

Company: Hogan Lovells International LLP Name: Dr. Alexander Loos Email: alexander.loos@hoganlovells.com Web Address: www.hoganlovells.com Telephone: +49 211 13 68 0

in numbers but rose in values. The relationship between deal values and relatively static costexposure for disputes has made post-M&A disputes appear less costly. Consequently, there is less hesitation for optimizing corporate deals by subsequent disputes. This controversial tendency is supported by some other factors: the duration of litigation cases, which became longer since decades, now is shorter and less deterring, due to a dwindling case load of commercial courts and thanks to legislation entitling the parties to damages in case of lengthy proceedings. Arbitral institutions like the DIS Deutsche Institution für Schiedsgerichtsbarkeit and the ICC at Paris have successfully implemented sanctions for accelerating arbitrations and they offer a number of quite successful ADR-options, such as emergency arbitrators, fast track arbitration and dispute boards. At the same time statutory default interest for successfully adjudicated claims still is at a high level of 800 basis points above the European Central Bank’s base rate. Another driver in this market is the increasing importance of D&O-liability, especially after fouled M&A-deals. German case law is binding supervisory boards to chase corporate executives

for any deal, which retrospectively turns out to have been disadvantageous. The pursuance of respective claims is a ‘must’ for any member in a German supervisory board in order to protect against being chased for negligence. D&O insurance-coverage has not really succeeded in calming down this market. Quite the opposite: Insurance coverage in many cases offers an extra bait to claimants for chasing the executives’ insurers, because their coverage offers more attractive amounts than the limited personal wealth of the individual executive. Moreover, German legislation for public listed companies obliges executive directors to accept a minimum deductible for their D&O-coverage representing the lower of either 10 % of the damage caused or of such director’s fixed salary for 18 months. All these factors have made corporate litigation, and especially D&O litigation, a flourishing market for legal service providers alongside post-M&A disputes. I am convinced that protective legal advice and strong representation in courts and in arbitration is and remains to be a ‘must’ for any corporate transaction involving German entities, regardless whether negotiated in or outside Germany.

UK - Nigel Rowley, Mackrell Turner Garrett Nigel Rowley is Managing Partner at full-service London and Surrey solicitors Mackrell Turner Garrett. ---------------------------------------------------------------------Nigel also heads the firm’s award winning Litigation and Dispute Resolution Department in London and has more than 20 years’ experience in complex international litigation matters and all forms of dispute resolution. He also has significant expertise in business crime related litigation. Mackrell Turner Garrett provides a full service in litigation and dispute resolution, and other areas of law including company & commercial, employment, property and private client matters, including family and wills, trust and probate.

Company: Mackrell Turner Garrett Name: Nigel Rowley Email: Nigel.Rowley@mackrell.com Web Address: www.mackrell.com Address: Savoy Hill House, Savoy Hill, London, WC2R 0BU Telephone: 00 44 (0) 20 7240 0521

As a founder member of Mackrell International, a grouping of 87 firms with 4,200 lawyers worldwide, much of the firm’s work has an international dimension. Through Mackrell International the firm is very experienced in dealing with cross-border disputes and offshore litigation matters. Nigel, who was last year named as a Fellow of the Litigation Counsel of America, regularly acts for high profile individuals, businessmen and multinational companies. Examples of his recent commercial litigation cases include: • Defending Scandinavian businessman against liquidators of Icelandic bank over personal guarantee in excess of £1,300,000. • Acting for Middle East airline in claim over release of aircraft from West African country. • Acting for UK individual in multi million GBP claim against Swiss trustees. • Acting for US transport company against UK subsidiary director in multi million GBP claim • Acting for a US film producer in a claim against a UK media company claiming commercial infringement of rights • Acting for a US high net worth individual in a claim against a UK architect designer claiming substantial over invoicing • Acting for a SA company in a £12m claim against a Canadian conglomerate – share dispute • Acting for Middle Eastern businessman in defense of claims brought by UK constructions companies.

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Acting for a UK company director in defending a claim against an Iranian state owned business – alleged misallocation of payments

Examples of his recent business crime expertise include: • Acting in the defence of the largest boiler room fraud case being brought by the SFO with value of in excess of $100 million • Acting for international businessman in relation to SOCA/NCA asset recovery case under the Proceeds of Crime Act • A particular market niche in representing individuals and brokerage businesses selling unregulated financial products in the UK being prosecuted by the FSA/FCA – land banking, carbon credits, rare earth metals etc – we currently represent many individuals and businesses being investigated / prosecuted by the FCA, or the Insolvency Service / Companies Investigation Branch with particular reference to commercial probity arguments • We are also specialists in VAT fraud cases, both in relation to non-payment of VAT and also carousel fraud. The firm delivers arbitration and mediation services to many sectors including property, finance and hedge funds, financial services, information management, IT security, property consultants, hotel and leisure manufacturing, green technology, motor, catering and food, publishing, design consultants and entertainment.

SECTOR SPOTLIGHT: Why every business needs a notary going into 2014

Why every business needs a notary going into 2014

Ryan Moody is a Scrivener notary specialising in Spanish-related notarial matters at the Central London firm of notaries De Pinna. He explains to AI what a Scrivener notary is and more about this third, and oldest, branch of the legal profession. ----------------------------------------------------------------Can you tell me about De Pinna? De Pinna is a leading notarial firm which has been operating in London for over 250 years and, with 11 notaries, it is also one of the largest. Unlike the majority of notaries in England and Wales who fit their notarial duties around full time practise as solicitors, we are dedicated providers of notarial services. As well as the wealth of experience and expertise that comes from specialisation in this particular legal field, we are set apart from general notaries on account of the fact that we are a firm principally made up of Scrivener notaries. Whatâ&#x20AC;&#x2122;s a Scrivener notary? The Scrivener qualification is a hallmark of professional excellence and it means that the notaries who have undertaken this level of training have been examined successfully in advanced notarial studies, the laws of a foreign country relevant to their practice as well as translation in two foreign languages. As our notaries are fluent in multiple languages we are able not only to liaise efficiently with all necessary parties in the appropriate language but we can also produce our attestations in that language. Nowhere is the global nature of business better understood than at De Pinna, which is why we also support our clients with fast, reliable translation and consular legalisation services. What are the key skills required of a notary? Notaries are highly qualified legal professionals. As well as knowledge of English law relevant to notarial practice, notaries should understand the requirements of the jurisdiction in which their attested documents are to be received. The key skills notaries possess are a fine eye for detail, effective communication and the ability to understand and scrutinise the documents that they are called upon to certify. At De Pinna we are able to do all this within a short time-frame and in various languages. How can a notary benefit businesses today? Almost any person or business entering into crossborder transactions can benefit from notarial services.

Notaries can expect to receive instructions from a full spectrum of domestic and international clients. At De Pinna we work with private clients, companies, lawyers, governmental departments and supranational authorities to name but a few of the types of persons and entities who rely upon the work which we produce. At the heart of any notarial act is an assessment of whether there exists money laundering or other criminal, fraudulent or terrorist activity. With risk comes response and, in the affirmative case, notaries must withhold their services and make a swift disclosure to the UK National Crime Agency, which will take up investigations. In the wake of the global financial crisis it cannot be overstated how crucial it is to reduce these threats to business and it is in this area where notaries are playing an increasingly important role. Are there any emerging trends in notarial work? The strengthening of regulation in financial and business markets worldwide means that a major trend in modern practice is for notaries to be called upon with greater frequency to intervene in mergers and acquisitions, credit agreements and restructurings which span international borders. Another key trend observed is the upsurge in demand for notarial services from emerging markets such as China, India, Eastern Europe and the Middle East. This gradual shift in focus will mean that notaries, especially Scrivener notaries, will have the opportunity to expand their understanding of these jurisdictions, their languages and notarial requirements. What advantages do notaries offer over other legal professionals? A principle advantage notaries have over other legal professionals lies in their inherent duty to the transaction and responsibility to act impartially. This means that, while notaries unquestionably owe a duty of care towards their clients, any party with a legitimate interest in a transaction may rely on the certification produced by them. Contrast this with other key members of the legal profession, such as solicitors or barristers, whose duty is to their clients and it becomes apparent that a much wider platform of individuals and businesses can take advantage of the services provided by notaries.

What predictions do you have for 2014 and beyond? The first major prediction for 2014 and beyond is an upturn in demand from those businesses actively seeking to assume increased levels of risk in recovering and emerging markets. For example, and based on my own particular specialist area of practice, Spanish assets are beginning to show tentative signs of becoming more attractive to those investors willing to play the odds. The current case study of the sale of rescued savings bank NCG Banco S.A. from the northwest Spanish province of Galicia, combined with the recently published statements from the International Monetary Fund and European Commission that Spainâ&#x20AC;&#x2122;s banks are becoming stronger and more solvent, bear this out. It is also forecast that in the longer term, as has been observed in the past, more demand for notarial services will emanate from candidate countries engaged in negotiations to join the European Union, such as Serbia and Turkey. On a shop-floor level it will be interesting to see, although no cast-iron predictions are offered, what bearing new information technology will have on the notarial profession. There is plenty of attention being paid to those notarial associations in various parts of the world which are considering the use of electronic signatures for notaries. What the knock-on effect will be for notaries in England and Wales is fast becoming a hot topic for those in the profession.

Firm: De Pinna Name: Ryan Moody Email: RyanM@depinna.co.uk Web Address: www.depinna.com Address: 35 Piccadilly, London W1J 0LJ, UK Phone: +44 (0)20 7208 2900

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SECTOR SPOTLIGHT: Islamic finance: leading the way in the banking industry

Islamic finance: leading the way in the banking industry

Islamic banking has enjoyed unprecedented growth in recent years as consumers and businesses increasingly embrace alternative financial systems. It currently has an estimated 38 million customers worldwide and this is expected to double over next five years. The industry has also benefited from the relative economic strength of the six rapid-growth markets: Qatar, Indonesia, Saudi Arabia, Malaysia, the United Arab Emirates (UAE) and Turkey. Shifts in world trade and capital flows represent an important business opportunity for Islamic banks that have a credible international presence. In addition to Bahrain and Malaysia, the rise of London, Dubai and Istanbul as key centers is a positive development that will help to raise the performance bar for all. Challenges facing Islamic banks include moving into the mainstream in their home markets and diversifying to build regional brands. Zaina says: “Future success will be measured less by growth of assets and more by quality of growth. The focus will be on excellence of customer focus – and not merely providing a service.” Two emerging trends are the increasing number of Middle East investors who are seeking opportunities in The Netherlands and an increase in demand for retail Islamic Finance products. The latter is still a niche area but in coming years may see an expansion into the UK, Belgium and France. Looking ahead, Zaina and Mohamed believe that banks with strong connectivity across key markets and sectors are set to gain. A key thing to note is that Islamic finance markets are far from being homogenous — customer attitudes, regulations and profitability vary significantly across markets. A major challenge for Islamic banks is to adjust the propositions, operating models, systems, tools and processes to understand and fully capitalize on the

international opportunities provided. Our analysis demonstrates that for 2012, the average ROE of the 20 leading Islamic banks was 12.6% compared to 15% for comparable conventional peers. The impact made through responsible banking, inclusive growth and alignment with the broader halal asset class will be important features for the future. Zaina says: “We believe that the continued success in growing scale and operational transformation programs have the long-term potential to close the profitability gap with conventional banks. “Many Islamic banks are already in the process of replacing or upgrading their core banking system, and should benefit from improved operations in the future. Capital planning in view of Basel III and IFSB guidelines will influence the preferred business mix toward better profitability. And, most Islamic banks believe that digital and mobile banking adoption will grow beyond payments to more complex savings and financing products.”

• Transaction Advisory Services – Structuring Advice, Business Modelling and Merger and Acquisition Support • People and Organisation – Target Operating Models, Organization Structures, Competency Frameworks and Performance Management Systems • Supply Chain and Operations – Business Process Re-engineering, Process Mapping, Product Programs, Policies and Procedures and Operational Reviews • Customer – Customer and Market Strategy, Customer Intelligence and Economics, Customer Service Management • Information Systems – Core Banking System Selection and Design, System Implementation Support, MIS Design • Tax Advisory – Shari’a Compliant Tax Advisory Services • Project Management – PMO Setup and Running, Project Management, Workstream Management

EY has strong relationships with regulators in all centres of the Islamic financial services industry, and an unshakable belief in the future of Islamic Finance. Its clients range from start-ups to some of the world’s best known and largest global financial institutions. As a reflection of the changing needs of the industry, EY currently offers more services in more markets and more industry segments in the Islamic financial services industry than any other professional services firm. Its core offerings include: • Risk and Governance – Corporate and Shari’a Governance, Risk Management and Internal Shari’a Audits • Strategic Direction - Strategy Articulation, Concept Development and Industry Reports • Finance and Performance Management – Business Planning and Performance Improvement Programmes

Company: EY Name: Zaina Ahmed-Karim & Mohamed Bouker Email: zaina.karim@nl.ey.com mohamed.bouker@nl.ey.com Web Address: www.ey.nl

Acquisition International | January 2014 | 39

SECTOR SPOTLIGHT: 2013 Q4 Review

2013 Q4 review It’s been a busy year for the TCM Group as workplace mediation increasingly takes centre stage. CEO David Liddle explains more… ---------------------------------------------------------------------For us Q4 began with some basking in the afterglow of the Professional Mediators’ Association’s National Mediation Awards. It was the awards’ second year and, as the president of the Professional Mediators’ Association, it has been exciting to see the amount of excellent work that has been done in the field of workplace mediation. Organisations like Marks & Spencer, DHL, Arcadia, NHS

trusts and local authorities all made it through to our shortlist. Although our awards were for business-to-employee mediation, mediation itself is increasingly being used for business-to-business disputes and there is a raft of case law where individual organisations have been penalised for refusing mediation. In 2015 the EU’s Alternative Dispute Resolution directive will come into force and businesses will be required to offer mediation in business-to-customer disputes. However, this quarter has really been about preparation for 1 April 2014 when the regulatory regime surrounding disputes in the workplace undergoes a seismic shift. The Enterprise and Regulatory Reform Act will mean that an employment tribunal claim cannot be lodged without first being submitted to ACAS for mediation.

Company: TCM Group Name: David Liddle, CEO Email: info@thetcmgroup.com Web Address: www.thetcmgroup.com Address: Ground and first floors, New House, 67-68 Hatton Garden, LONDON, EC1N 8JY Telephone: 0800 294 97 87

This means that in 10 years we have moved from the process-based discipline and grievance procedures, where tribunal decisions revolved around what constituted a grievance and whether policies had been followed to the letter, to something that opens up far more opportunities for organisations to get teams functioning.

Teams might stop functioning for a variety of reasons, for example, workplace bullying or post-M&A if issues over legacy cultures have not been worked through. This can mean that it is the leadership team itself that is not functioning and will need to reach an agreement that will enable them to move forward. We have also been working on a new training course to support managers and leaders in getting better solutions from difficult situations. The programme can be delivered either in the classroom, through e-learning or blended learning and it will help them handle the four HR activities that managers most often face: grievance; performance management; early-stage disciplinary, and absence, eg return to work. Whether it’s a case of managers being brought into a team where these issues have not been handled effectively in the past or whether they are new to management, the programme aims to give them the listening, mediation and coaching skills they need. Mediation is becoming significant as one of the ways in which organisations manage and cope with change and I would like to see more companies using it in their post-merger environment.

Decisis Name: Michael Bilewycz Position: Managing Director Company: Decisis Intellectual Property Web: www.decisis-law.co.uk Email: ip@decisis-law.co.uk Address: Decisis Intellectual Property, 5 St John’s Lane, London, EC1M 4BH Telephone: Tel: +44 (0)20 7250 4732 Michael Bilewycz is a Barrister (employed) and Registered Trade Mark Attorney. He is a specialist in Intellectual Property law having worked at Unilever and then private practice, before seven years as a director then MD of Markforce Associates (IP legal arm of Omnicom Group). In 2007 Michael founded Decisis Intellectual Property. Notable cases include Intel Corporation v CPM United Kingdom Limited (CJEU - trade mark dilution). Up to Q4 of 2013 business sentiment has been one of caution. Q4 seems to have brought increased confidence (in general business activity, joint ventures and mergers) particularly in online marketing.

Company: MilleniumAssociates AG MilleniumAssociates (UK) Ltd Name: Ray Soudah, Founder Email: ray.soudah@milleniumassociates.com Web: www.milleniumassociates.com Address: Florastrasse 44, 8008 Zurich, Switzerland. 23 Berkeley Square, London, W1J 6HE Telephone: +41 58 710 47 00 +44 20 3178 2030 As a leading independent M&A advisory firm active globally, MilleniumAssociates enjoyed a positive 2013. Despite the unresolved US fiscal matters, we noted attitudes in the industrial and entrepreneurial sectors improving whilst those in the financial sector stabilised with some signs of recovery, and finally we are seeing a more balanced market emerging. During the closing months of 2013 we saw a definite growth in ‘expressions of interest’ in the non-financial sector, in particular in engineering and alternative energy and some stability and interest in the financial sector, however transactions can be still complex and time consuming. Looking into 2014, we expect solid growth subject to any new crises or mishandling of tapering.

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Company: Admincontrol Name: Espen Bordvik Role: Head of Virtual Data Rooms Email: bordvik@admincontrol.com Website: www.admincontrol.com Telephone: 00 47 9526 5969 Admincontrol is a Norwegian headquartered and fast growing provider of Virtual Data Rooms and secure Board Portals. Admincontrol was recently recognized in the Deloitte EMEA Fast 500 report with an impressive 33rd place. The macroeconomic situation in the Nordics has been good. This reflects also in the financial marketplace with high activity level and increasing demand for virtual data rooms. The Nordics have an energypowered economy, in which Oil and Gas is a dominant sector. The activity level in the energy industry has been high, and virtual data rooms are now a commodity in these transactions: a must have.

SECTOR SPOTLIGHT: 2013 Q4 Review

Clare Connell, managing director and founder of Connell Consulting Limited has been a strategy consultant for the last 15 years, starting with the strategy practice of Andersen Consulting (which later became Accenture), OC&C strategy consultants and Candesic. For over eight years Clare has specialised in the health, social care and education sectors. Connell Consulting is a strategy firm of ten professionals focused on the health, social care and education markets, with a growing market share within these sectors primarily focused on commercial due diligence and strategic projects for private equity firms and their portfolio companies. ---------------------------------------------------------------------Currently confidence in the health and social care sectors is good as confidence in the economic recovery grows, along with the fact that many of the local authority-funded social care services are seeing small fee increases creeping through after years of flat growth and cuts. However, most of this growth is being passed through to employees, most of whom haven’t seen much pay growth through the last couple of years. There is still uncertainty in some sectors of healthcare that are dependent upon government policy; such as the outsourcing of some specialist NHS services as

there could be a change of government at the next election.

such as CuroCare, Castlebeck and Choice were directly impacted by these changes.”

During 2013 the volume of transactions was pretty robust and in Q4 the volume of deals was in line with the rest of the year. Clare explained: “We expect an increase in transactional activity in Q1 as normally Q4 deals are pushed into Q1 the following year.”

Increasingly vendors are doing sell side commercial due diligence as this helps increase the level of interest and understanding of businesses being marketed. Clare said: “We have found that in the last few months we have seen an increase in the number of sell side commercial due diligence reports we have been hired to produce.”

The ease of completing deals has improved, helped by vendor price expectations being at more reasonable levels than they were a few years ago. Deal volumes are also helped by the greater availability of bank debt. Clare said: “We have come a long way from 2008-09 when the reluctance of banks to lend resulted in a significant downturn in transactions.”

Within the healthcare sector the sale of the HC-One portfolio of elderly homes will be on the largest transaction in Q1. It is also anticipated that there will be an increase in capital market transactions such as stock market flotations in the sector.

Local authorities are keen to place people with learning disabilities (LD) who may previously have been in a hospital into residential care or even supported living. There is also a greater drive to place people with LD in smaller locked hospitals in the community rather than larger secure hospitals. Clare said: “The impact of the Winterbourne View review on policy and the work of the care quality commission regulator have had a major impact on our sector. Many of the deals we have worked on in 2013

Company: Connell Consulting Name: Clare Connell Email: clare@connell-consulting.com Web Address: www.connell-consulting.com Telephone: 020 7371 8142

www.gmqabogados.com “We firmly believe in building on our combination of the personal, dedicated attention associated with the traditional lawyer together with provision of highly specialized corporate legal services”

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WINTERTONS LEGAL PRACTITIONERS ATTORNEYS NOTARIES CONVEYANCERS EXECUTORS ADMINISTRATORS PATENT & TRADE MARK AGENTS

Tel: +263 4 250113 to 250129 Fax: +263 4 764015

www.wintertonslegal.com

SECTOR SPOTLIGHT: 2013 Q4 Review Samir Gandhi is a partner at AZB & Partners’ New Delhi office, where he deals with a range of competition, antitrust, international trade and WTO issues. Who’sWhoLegal 2013 lists him as a leading competition practitioner in India, and Who’sWhoLegal 2010 as a leading trade and customs practitioner. -------------------------------------------------------------AZB & Partners is closely associated with the development and practice of competition law in India. The firm participated in the consultation process leading up to the framing of merger control regulations under the competition act 2002 (CA02) and has since interacted closely with the government of India (GoI) and the competition commission of India (CCI), India’s competition regulator. The firm’s lawyers have also acted as counsel to the CCI in its early litigation to overcome the initial roadblocks to its functioning. Q4 2013 has seen the CCI investigate major M&A deals for possible anti-competitive effects, in particular, the multi-million dollar investment by Etihad Airways in Jet Airways. Interestingly, this is also the first time the CCI has penalized a party (Etihad) for ‘gun-jumping’, essentially completing aspects of the deal before gaining the CCI’s approval. This quarter has also seen a major development in the genre of cases brought before the CCI, with the regulator ordering an investigation into anti-competitive licensing of

Company: The Folio Group Web: www.folioadmin.com Address: Folio House, James Walter Francis Drive, PO Box 800, Road Town, Tortola, British Virgin Islands Telephone: +1 284 494 7065 In terms of deal flow and transactions 2013 will likely turn out to be a pretty positive one for BVI. Company numbers (incorporations) have been strong for Q1 & 2, which shows the continued positivity surrounding BVI as a jurisdiction. Quarter 4 has shown very positive signs in terms of new business enquiries, especially for our sector which is Investment Business / Hedge Funds. Ultimately there is still an issue in some funds getting over the line and raising sufficient capital to launch but the success rate has certainly increased during 2013. This is notwithstanding the added complications of doing business such as G8 pressures, AIFMD, FATCA and the pending Inter Governmental Agreements. We are certainly hopeful that 2014 will continue the positive trend in terms of business for BVI. With consideration being given to possible new products or amendments to existing legislation/regulation there is also some hope that BVI can enhance its existing very attractive product offering and stimulate a new wave of business flow for the jurisdiction.

Ericsson’s standard essential patents (SEP). This is CCI’s first investigation into whether the specific licensing terms of an SEP can be considered to be fair, reasonable and non-discriminatory. Q4 has also seen the CCI investigate new sectors like sugar manufacturing, telecoms and onion marketing. In parallel to CCI’s aggressive stance, the competition appellate tribunal (COMPAT), in an appeal against an order of the CCI imposing a INR 317 core penalty on three manufactures of aluminium phosphide tablets, has laid down new penalty guidelines by stating that the CCI should consider only ‘relevant turnover’ for multi-product companies whilst deciding on the quantum of penalty for cartelisation. The provisions of the CA02 allow the CCI to fine erring enterprises up to 10% of the average of their turnover for three preceding financial years. Accordingly, till date, the CCI has been calculating penalties based on the total turnover of the enterprise, as opposed to the relevant turnover. On the regulatory front, the GoI has decided to exempt vessel sharing pacts among shipping companies, common practices in the shipping industry, from the purview of the CCI. One sector in particular which has stood out in terms of the CCI’s focus has been the Indian pharmaceutical sector. In the recent past, the CCI has penalized several associations of chemists for anti-competitive conduct and approved several investments, both strategic and

Company: A.S & Associates Name: A.S.A. Bari Email: a.bari@as-associates.net Web: www.as-associates.net Address: Room NO D-5, Mukti Bhaban (3rd Floor), 21/1 Purana Paltan, Dhaka-1000, Bangladesh Telephone: +88029561540

financial, into Indian pharmaceutical companies. Whilst approving these investments, the CCI has analysed and questioned the scope and duration of non-compete agreements and asked the parties to modify them accordingly. Interestingly, the GoI, has recently disallowed non-compete agreements with respect to foreign direct investments in brownfield investments in the Indian pharmaceutical sector. In 2014, the Parliament of India may approve the competition amendment bill, 2012 (bill). The bill envisages significant changes to the CA02, including empowering the chairman to authorize search-and-seizure operations, expanding the scope of intellectual property protection under the CA02 and the introduction of new concepts such as joint/collective dominance and sectorspecific thresholds for merger control.

Company: AZB & Partners Name: Samir Gandhi Email: samir.gandhi@azbpartners.com Web: www.azbpartners.com Address: Express Towers, 23rd Floor, Nariman Point, Mumbai 400 021, India Telephone: + 91 22 6639 6880

Company: Vanuatu Maritime Services Ltd. Name: Matthew Bonvento - Senior Manager, Safety, Security, Quality and Regulatory Compliance Vanuatu Maritime Services Ltd. Email: mbonvento@vanuatuships.com Web: www.vanuatumaritimeships.com Address: 39 Broadway, Suite 2020 New York, New York 10006 Telephone: 212 425 9600

In the fiscal year 2013, the economy of Bangladesh witnessed a GDP of 6.03% from 6.23%, agriculture growth from 3.1% to only 2.2% and cancellation of RMG orders worth $3.77M. Corporate scandals like Hallmark, Destiny and tragic events like ‘Rana Plaza’ have led to significant, but controversial, legislative amendments in respect of corporate governance and workers’ rights.

Matthew Bonvento, senior manager for safety, security, quality and regulatory compliance at Vanuatu Maritime Services Limited (VMSL) is responsible for the enforcement of IMO and Vanuatu regulations.

In contrast, despite political tensions and hostilities in the run up to the tenth parliamentary election, the growth rate of the net FDI receipt is still maintaining a linear line. For the very first time 10,000MW of electricity were generated, contributing to a rise to 9% in the industrial sector. All of which are the glowing light at the end of the gloomy tunnel for investors and entrepreneurs.

There is growing concern over the implementation of the MLC 2006 and how various port state control entities in addition to the ITF have utilised the convention. The MLC 2006 and the conventions which tie it together has made doing business more difficult for VMSL as Vanuatu is not a signatory to many of the conventions, making it an uphill battle reminding everyone the conventions are still enforceable under Vanuatu national law. I think that we are viewing the market with cautious optimism, although some growth has been seen, the amount of money being spent in the regulatory arena has not been drastic.

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SECTOR SPOTLIGHT: 2013 Q4 Review

It’s been a busy year for Risk-AI as its flagship cloud-based analysis platform has become the choice of savvy investors. Brooklyn-based Risk-AI, LLC, the award-winning hedge fund risk management firm and mobile technology leader began its operations in 2008 as a hedge fund risk management advisory firm. Over the years it has used the practical risk management experience of the highly qualified, knowledgeable and experienced founding partners in developing a toolset that is essential in analysing hedge funds and multi-fund portfolios. Its flagship is the cloud-based hedge fund risk and analysis platform, Risk-AI Online Portal, which is offered as Software as a Service (SaaS), which eliminates the need for expensive on-site installations and maintenance. The Risk-AI Online Portal can be accessed from multiple locations with internet access, such as the office, home, investment conference, client meeting or business trip, and can be viewed online from any modern laptop or tablet. The firm’s native iPad/iPhone application enable access to hedge fund data even when not connected to internet. Risk AI is the only provider with a native iOS iPad/ iPhone App for their platform, which is available as a free download from the Apple Store and has the ability to perform risk analysis and research anytime, anywhere using the intuitive and user-friendly graphical user interface for both online and iOS platforms.

Company: RISK-AI LLC Name: Aleksey Matiychenko Email: contact@risk-ai.com Website: www.risk-ai.com Tel: +1 (646) 586 3124

The portal offers quick and secure online and offline access to software using creative visualization of sophisticated tools with different pricing models to suit and the ability to cover up to five users. In addition they provide a client-oriented, friendly work environment, where personal attention is paid to clients. All of these features, coupled with strong business ethics and a fast turn-around time for new feature/updates implementation, means Risk-AI have set themselves apart from the competition by offering the most sought-after features the investment community has been asking for. “Not only are we providing the best toolkit modern technology has to offer we are also doing this at a very affordable rate, which any savvy investor or manager should equip themselves with,” said Aleksandr Mazo, partner and chief operating officer. Risk-AI Online Portal tools are based on the team’s extensive quantitative analysis and due diligence of hedge fund managers. “Over the last couple of years, we have analyzed hundreds of hedge funds and we have incorporated the lessons learned from these, along with feedback from our consulting clients, into the tools offered by the Portal,” added Aleksey Matiychenko, senior partner and chief executive officer. “These range from basic statistical analysis to more sophisticated tools such as multi-variable style analysis, market regime analysis, scenario analysis, monte carlo simulations etc; all presented in a simple to use, intuitive web interface with most analyses being accessible with just a few mouse clicks.” ---------------------------------------------------------------------The team is led by Aleksey Matiychenko, who has more than 14 years’ experience in the financial services industry. Before joining Risk-AI, Aleksey was a vice president in the risk management and quantitative research team at Ivy Asset Management – a leading US fund of hedge funds. At Ivy Aleksey played an integral role in developing state-of-the-art risk management infrastructure and processes.

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Before joining Ivy Asset Management, Aleksey was a senior developer at JPMorgan’s proprietary trading business. He has an MBA in Finance and Statistics from the Leonard N Stern School of Business. Aleksey is a certified financial risk manager and he is also a CFA and CAIA charter holder. Aleksandr Mazo, partner and COO, has more than 14 years’ experience in the information technology field. Prior to joining Risk-AI Aleksandr was the president and CEO of NYDesigner.com, where he developed many online and network applications using the latest technologies. While working for Tristate Inc as a senior network engineer Aleksandr developed a complete ASP.NET, database-driven intranet portal site for the enterprise networks management information systems. Aleksandr holds a BBA degree in computer information systems from Bernard Baruch College and is also a Microsoft certified systems engineer and internet and citrix certified administrator. Cindy Mihalova joined Risk-AI in the capacity of business developer. Before joining Risk-AI, Cindy’s drive and networking skills landed her internships on Wall Street at the peak of the recession where she gained useful exposure to the world of finance and where she developed an early passion for investment management/wealth management. Cindy’s experience at Nuvosys Solutions as a business analyst helped her identify additional strengths, such as building relationships, being a team member, thinking strategically and leadership skills. Cindy realized that the natural career path for her to use those skills would be a career in investment management. Cindy holds a graduate degree in international relations, and she is currently pursuing the MBA degree from Pace University in investment management. Cindy’s past experience involves a position at Forest Hills Capital Management, a boutique private equity firm, where she was able to sharpen her analytical and valuation skills through financial modelling of private companies, which has further sparked her interest for alternative investments.

SECTOR SPOTLIGHT: 2013 Q4 Review Michael Drury is the founder and managing director of Salt Lake City-based United Mergers & Acquisitions (United) and has been practicing for over 21 years. During this time, United has completed over 700 transactions in the Intermountain West, with values ranging over $260 million. Michael is also the designated member for United with IMAP, the world’s largest global M&A organization with offices in 38 countries and expertise in every major industry. ---------------------------------------------------------------------United focuses on oil & gas, energy, mining and all industrials related to energy production. Together with Utah’s geographic connectivity to its eleven surrounding states plus North Dakota and Texas, this combination means deal opportunities have been supported by strong confidence for steady growth. It’s expected that optimism will remain strong as there is growing acceptance that the fracking technology for the oil & gas industry will help the US to become energy self-sufficient. As a result, the opportunities for much-needed infrastructure nationwide for access, logistics and processing of the oil & gas products are overwhelming. As a result, the oil & gas sector has experienced overall growth and this is particularly true of its supporting services. It is noticeable that there have been many significant deals in the oil & gas industry, particularly in North Dakota, as players try to position themselves to gain opportunities for the infrastructure expansion. Ease of doing business has also increased significantly with strategic business combinations (mergers), mostly because businesses recognize the power of being

If the political environment is able to achieve alignment then most, if not all, of the industrial sectors will grow even more dramatically.

aligned with other complimentary businesses that bring something somewhat unachievable to the table to share. In addition, the ever-changing political stance continues to encourage business owners to combine to become more powerful to grow or to sell and convert to a cash position while the U.S. long-term capital gain tax rates are still relatively low. Although there have been a few regulatory mandates that have affected the oil field, the mandates have had the effect of creating more profitable work for the oil & gas support services. Despite the current political environment, 2014 will continue the emerging trends that fracking is bringing about in the oil & gas, mining and industrials sectors out of the sheer need for energy independence.

Company: United Mergers & Acquisitions, LLC. Name: Michael Drury Email: mike@unitedmanda.com Web Address: www.unitedmanda.com Address: 6985 South Union Park Avenue, Suite #650, Midvale, Utah 84047 Telephone: 801-486-4833

Company: Isthmus Partners Name: Javier Cervino Email: jcervino@isthmuspartners.ae Web Address: www.isthmuspartners.ae Address: Dubai, PO Box 283863, UAE Telephone: +971 50 758 6599 UAE-based consultancy Isthmus Partners provides guidance to private SMEs on corporate financial strategy, growth capital, business development and new ventures. Isthmus partner Javier Cervino, CFA, reviews Q4 and considers the prospects for 2014. In the UAE, particularly in Dubai, 2013 was a year of recovery and improved business sentiment. The UAE’s development real estate sector is seeing improved demand and liquidity, particularly in the residential market, which has propelled stalled development projects and we are seeing brand new developments in the works. For 2014 and beyond Isthmus expects to see continued active participation in SME deal flow from family offices, who have long-term commitment and deep localised sector knowledge. We also expect to see further deal flow in the oil and gas services sector as the UAE continues to establish itself as the regional hub.

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REGIONAL ROUND-UP: Rebuilding a healthy economy in Egypt with commitment and determination

Regional Round-up Rebuilding a healthy economy in Egypt with commitment and determination News that Egypt has suffered substantial budget deficits and accumulated significant overseas debt since the revolution in 2011 has been well covered by the international popular press. However, due to the unrelenting commitment and determination of the Egyptian people the economy still holds much promise for the future. Egypt is one of the largest economies in the Arab world, with highly developed economic and social structures and abundant labor resources. Based on these sound economic fundamentals, many experts

Company: EY Egypt Web Address: www.ey.com Name: Ahmed El-Sayed Email: ahmed.el-sayed@eg.ey.com Name: Hossam Nasr Email: hossam.nasr@eg.ey.com

believe that Egypt has every reason to expect full economic recovery with a high enough rate of growth, to correct past socio-economic imbalances and achieve social justice for all Egyptians. To improve its economic performance and restore growth, the new government is embarking on an aggressive economic and fiscal reform program. The new initiatives aim to build a free market economy, stimulate business growth and create much needed employment opportunities by encouraging local and foreign investment. Immediate and short-term policies and initiatives are directed at lifting restrictions on imports, lowering customs duties, removing exchange control restrictions and floating the Egyptian pound. The government also offers attractive incentives to encourage foreign investment, particularly in projects that contribute to foreign currency earnings and reducing the countryâ&#x20AC;&#x2122;s reliance on imports. A number of Free Trade Zones (FTZs) have been set up where projects can be established without Egyptian equity participation.

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Non-Egyptian nationals and businesses may engage in commercial, industrial and agricultural service activities. There is no restriction on foreign participation in Egyptian corporations other than those related to an agency or undertaking importing activities, where non-Egyptian participation is restricted. To reinstate political stability, a new 50-member panel has been charged with drafting a new constitution and presidential and parliamentary elections are planned during the first half of 2014. The above initiatives together with substantial, ongoing support from the Gulf Cooperation Council are expected to enable achievement of GDP growth of 2.4% in 2013-2014 and an increase in the foreign currency reserves. For more information the investment and tax incentives available in Egypt and specific advice on doing business in Egypt, please contact EY Egypt Tax Partner Ahmed El-Sayed: ahmed.el-sayed@eg.ey.com or Tax Partner Hossam Nasr : hossam.nasr@eg.ey.com

REGIONAL ROUND-UP: Scotland: Experienced, growing and welcoming investment

Scotland: Experienced, growing and welcoming investment Haig Bathgate is chief investment officer at Turcan Connell Asset Management, the wealth-management division of the Turcan Connell Group. The group offers a seamless range of legal, tax and investment services: knowing their clients’ tolerances and requirements is key and they therefore place risk management as central to their process. ---------------------------------------------------------------------For many years Scotland has been a world leader in the financial services sector, which has been built up over more than a century, and Edinburgh is home to some of Europe’s largest banks, insurers and investment managers. Its universities are well known for the quality of their education and they have been at the forefront of oil and gas exploration for decades; as a result these skills are sought by clients from around the world. Backed by the government, Scotland has rapidly developed a significant renewable energy industry, an area where, along with investment, legal and tax matters Turcan Connell has significant expertise.

A combination of a strengthening economy and Scotland leading the UK out of economic decline has generated increasing interest from foreign investors worldwide. Norman Geddes, Senior Director, of Frazer Coogans Commercial Solicitors has witnessed this interest first hand and has acted in foreign investment transactions in recent years particularly in Leisure Development. These are exciting times for Scotland and it is a great time for foreign investors to seize investment opportunities. Scotland’s world renowned beauty together with an abundance of prestigious real estate, castles, farms and leisure developments on the market

The secret to Scottish success is down to hard work over many years with the Scottish enlightenment laying the foundation for a strong emphasis on education and expertise. The Scots have always been open to opportunities and trade throughout the world – being some of the first international investors through the development of investment trusts more than a century ago.

North American morning are advantageous, along with the UK and Scotland government being supportive of business growth, resulting in highly competitive corporation-tax rates. Turcan Connell Asset Management Limited is authorised and regulated by the Financial Conduct Authority.

Advantages for the Scottish economy are having an open, outward-looking economy with a reputation for producing high-quality goods – exports and global consumption of Scotch whisky continue to climb. This year’s independence referendum and the proposed European Union plebiscite in 2017 are creating uncertainty and politicians on both sides of the argument need to be more explicit in spelling out the consequences of what they are proposing. However, being English speaking, based in the EU, with a time zone straddling the Asian afternoon and the

at reasonable prices makes investment in Scotland very attractive.

Company: Turcan Connell Group Name: Haig Bathgate Web Address: www.turcanconnell.com Address: Princes Exchange, 1 Earl Grey Street, Edinburgh, EH3 9EE, DX 723300 - Edinburgh Phone: +44 (0)131 228 8111

translators in Mandarin, Cantonese, Tamil, Punjabi, Urdu and Malayalam.

The Ryder Cup, the Commonwealth Games, the 700th anniversary of Bannockburn and the independence referendum all take place in Scotland in 2014 and it promises to be an eventful year Frazer Coogans Commercial Solicitors is headed by Norman Geddes. Frazer Coogans Commercial Solicitors specialises in International investment in the purchase and sale of all types of Real Estate in Scotland, including residential, commercial, investment, agricultural and leisure property. Frazer Coogans has

Company: Frazer Coogans Name: Norman Geddes Web Address: www.frazercoogans.co.uk Address: Dalblair House, 46 Dalblair Road, Ayr, KA7 1UQ

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Doing Business in Zimbabwe Have you thought about it?

Be informed, talk to us. For a free copy of our comprehensive guide on Doing Business in Zimbabwe or to arrange a discussion with one of our professionals, please email deloitte@deloitte.co.zw

Deloitte, Kenilworth Gardens, 1 Kenilworth Road, Highlands, P O Box 267, Harare, Zimbabwe Telephone: +263 (0)4 746247/54 Fax: +263 (0)4 746255 www.deloitte.com

REGIONAL ROUND-UP: The New Rising Stars – Mauritius | Sweden - Outperforming the Competition | Zimbabwe – an economic boom on the horizon

The New Rising Stars – Mauritius Orangefield Group, previously known as ING Trust, has a history of almost four decades in providing Corporate, Funds and Trust formation, administration and management services. Orangefield Group has around 600 employees who handle more than USD 25 billion of Asset under Management globally from its 26 offices based in 19 countries including the Netherlands, Cyprus, Germany, Luxembourg, Austria, Malta, Spain, UK, China, Hong Kong, Singapore, US, Canada, Curaçao, Aruba, BVI, Brazil, Mauritius and South Africa. It offers a service based on international standards, a team of experienced and dedicated professionals with the capability to handle complex structures and strong software capabilities. Orangefield provides tailor made solutions to clients via a holistic approach using its international network of offices. Ramesh Awatarsing, Managing Director of Orangefield (Mauritius) Limited, discusses Mauritius’ position as a new rising star… ---------------------------------------------------------------------A robust legal and regulatory framework, a pool of highly qualified professionals, the presence of international banks, good governance, political stability and democratic

stance have combined to make Mauritius Africa’s most competitive nation.

Looking further into 2014, we expect Mauritius to achieve an economic growth up to 4% as the export market improves and demand for services increases.

Notwithstanding the whims of the international economic climate, the Mauritian economy grew in 2013 driven by the financial services, manufacturing, ICT and tourism sectors. Particular opportunities for investors lie in the financial sector, real estate development and land-based oceanic industry. Mauritius offers a number of benefits including an extensive network of double taxation treaties with countries across the globe. Foreigners may hold properties in Mauritius through Integrated Resort Schemes. Mauritius has an open and transparent investment regime opening most economic sectors to foreign ownership. It is a member of SADC, COMESA and IORA with a population of over 2 billion. The country does face challenges. It needs to further consolidate its regulatory framework to give more confidence to investors. Inflation needs to be controlled and unemployment reduced.

Company: Orangefield (Mauritius) Limited Name: Ramesh Awatarsing Email: Ramesh.Awatarsing@orangefield.com Web Address: www.orangefield.com Address: 355, NeXTeracom Tower 1, 3rd floor, Cybercity, Ebene, Mauritius Telephone: 230 4647275

Sweden - Outperforming the Competition During 2013 the Swedish property market has continued to be dominated by domestic investors. The large Swedish pension funds have mostly focused on the inner-city assets which have come onto the market. Many foreign property owners have held prime properties in CBD through the crisis years, aware of the limited demand. These are now beginning to appear more frequently on the market. The nature of these transactions has been more exclusive and without an open bidding process, which requires a broad local network of advisors. So far in 2013, properties in inner-city and prime suburban areas have seen the most activity as well as residential properties in suburbs and large regional centres. Within the thriving residential sector there is continued growth in the transaction of nursing homes. Specialised domestic actors also tend to dominate this sub-market at present.

A recent deal involved the divestment by the Swedish supermarket cooperative COOP of its property portfolio. WSP has acted as technical advisor on several retail transactions during 2013.

Deals are generally taking more time to complete and all investors are eager to resolve any due diligence findings with a view to optimizing, for example, the technical performance and management of the asset following completion. WSP have been helping foreign investors with detailed analysis of not only deferred maintenance risk but also the potential for savings in energy costs and overall running costs as well as assessing the possibilities for future development. For foreign investors the retail sector seems to be the most attractive. The larger more modern centres, some of which have been refurbished or newly developed in recent years, are owned and managed by specialised foreign retail landlords from abroad. There is also a large volume of older underdeveloped smaller shopping precincts which will be renovated in the coming years to meet the demand from consumers.

Company: WSP Sweden AB Name: Jerry Fitzgerald Email: jerry.fitzgerald@wspgroup.se Web Address: www.wspgroup.se/realestate Address: Arenavägen 7, 121 88 StockholmGloben, Sweden Tel:+46(0)10-722 50 00 | Fax:+46(0)10-7228793

Zimbabwe – an economic boom on the horizon Manokore Attorney partner Lloyd Manokore, considers whether Zimbabwe is set for an economic boom. ---------------------------------------------------------------------Zimbabwe is at a pivotal intersection in terms of its economic re-direction and revival after emerging from a fractious political dispensation in the past four years.

The recently appointed minister has acknowledged that the ministry would not employ a ‘one size fits all’ approach. Investors can take a measure of comfort that the act does not make provision for the forcible seizure of businesses or revocation of operating licenses for companies that are deemed to be non-compliant.

The country offers investors many advantages: it has a diversity of mineral resources that rivals Western Australia, strategic geographical positioning in SADC trade zone, unparalleled educated human capital and the fertility of its soil earned it the status of Africa’s breadbasket.

Lloyd said: “Our opinion is that the indigenisation law need not deter investors who are keen on capitalising on potentially high returns in Zimbabwe. Through knowledgeable structuring and the right advice, investors can still secure their investment within the confines of the law.”

However, the impact of the indigenisation policy on the country’s foreign direct investment cannot be ignored, although it is not always rigidly implemented or forcibly enforced. The enabling act accords the minister discretionary powers to authorise a lesser share percentage of indigenous shareholding, along with allowing longer compliance periods.

Mining giants remain invested in Zimbabwe with other investors coming in and taking advantage of the several double tax agreements (for example, with Mauritius) as well as Bilateral investment treaties . Lloyd said: “In 2013 we advised a steady stream of transactions, mostly from the EU, that are bringing capital into the agriculture and telecommunications sectors.”

The government has undertaken to re-engage with international funding institutions and BRICS, as well as assuring the continued use of the US dollar helping to build confidence. With these challenges addressed, Zimbabwe has the infrastructure and the capacity to experience an economic ‘boom’ or growth in the next five years.

Company: Manokore Attorneys Name: Lloyd Manokore Email: lmanokore@corporatecounsel.co.zw Web: www.corporatecounsel.co.zw Telephone: +263 4 744 138

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REGIONAL ROUND-UP: The Mining Industry 2014

The Mining Industry 2014

Chigozie Anyanwu is a solicitor and managing associate at Sterling Partnership. With over five years’ experience in legal practice, Chigozie has provided practical and effective legal solutions to clients on a variety of subject matters including; international commercial transactions, energy and natural resources and corporate governance. She has considerable insight and experience in the mining industry. ----------------------------------------------------------------------

However, there is a proactive effort on the part of the Nigerian government through the Ministry of Mines and Steel Development to revamp the solid mining industry and make it the vibrant and commercially viable sector of the Nigerian economy it once was. The strategy adopted so far is to put in place a legislative framework that encourages both local and foreign private sector investment as well as establish specialized agencies to administer the industry.

Nigeria is richly endowed with an array of solid mineral resources including coal, lignite, coke, gold, columbite, bitumen, iron ore and uranium. Many of these resources exist in commercial quantities in Nigeria and formed a very lucrative part of Nigeria’s economy until the 1950’s when crude oil was discovered. The Nigerian economy is currently focused on oil and gas which is reported to account for about 14% of the nation’s GDP as against solid minerals at about 0.5%.

Companies or enterprises engaged in mining operations are eligible to apply for a mining licence in Nigeria based on a competitive bid process. Mining companies are entitled to a capital allowance of 95% of their qualifying capital expenditure incurred in the year in which the investment is incurred. Other incentives such as exemption from certain custom duties and personal tax-free remittance quota for expatriate personnel for the transfer of external currency out of Nigeria also apply.

In view of the efforts in place to rejuvenate the mining industry, my projection is that the Nigerian mining industry holds a lot of promise for successful investment in 2014 and beyond.

Company: Sterling Partnership, Legal Practitioners Name: Chigozie Anyanwu Email: canyanwu@spnglegal.com Web Address: www.spnglegal.com Address: 17A Wumego Crescent off Christ Avenue Off Admiralty Way, Lekki Phase 1, Lagos Telephone: +234 (01) 874 4576 +234 (01) 874 4577

Mexico’s Mining Industry: Challenges and Promising Future

With a steady growth clearly outpacing the general economy, Mexico’s mining industry has seen an expansion in terms of projects and frontiers: discoveries in new mining regions, the arrival of new players in the market, mainly from Asia, Canada and South America, and the production of a wider variety of metallic and high grade non-metallic minerals. At the same time, Mexico starts 2014 with a new tax regime, introducing royalties. Mexico has historically relied solely on an income-tax based model for the mining industry, but has now enacted a 7.5% royalty on production, which one can foresee will have an impact and reshape business models and industry behavior. Even with such royalty, Mexico will continue to have one of the most investor-beneficial regimes worldwide. By the same token, the State Governments and local constituencies will increasingly align their interests to those of the mining

projects, inasmuch as a portion of the royalties will be earmarked to benefit their specific communities. As a law firm ranked as the leader in the natural resources sector in Mexico by the most reputable services, LVHS provides added value to mining companies in all matters related to the successful development, sale or acquisition of a mining project, starting from the regulatory side of securing or obtaining mining concessions, to issues related to negotiating surface rights, production agreements, joint ventures, corporate structures, labor issues, to development financing by banking institutions or equity funds. Our leadership is supplemented with extensive experience in representing foreign investors doing business in Mexico, and addressing the specific issues that typically arise for a company of that type.

Company: LVHS Name: Jorge Jiménez Email: jjimenez@lvhs.com.mx Web Address: www.lvhs.com.mx Address: Guillermo Gonzales Camarena No. 1600, Piso 6 - B, Col Santa Fe, Centro de Ciudad, C.P. 01210 Mexico, D.F Telephone: +5255-3685-3302

Acquisition International | January 2014 | 51

SECTOR SPOTLIGHT: Dealing Effectively with the Challenges of Transfer Pricing

Dealing Effectively with the Challenges of Transfer Pricing

Marc Veuillot is the managing partner of CMS Bureau Francis Lefebvre Maroc. The 20-strong team he leads provides assistance to international groups in terms of transfer pricing policies, and drafts transfer pricing documentation for Moroccan entities which perform intercompany transactions. As one of the leading legal and tax advisory firm in Morocco, CMS Bureau Francis Lefebvre Maroc negotiates tax settlements with the Moroccan tax administration that include transfer pricing issues. -------------------------------------------------------------In Morocco a company faces transfer pricing issues during pre-acquisition tax audits, during the defence of the interests of a taxpayer in the framework of a tax audit and during negotiation with the Moroccan

Company: CMS Bureau Francis Lefebvre Maroc Name: Marc VEUILLOT Email: marc.veuillot@cms-bfl.com Web Address: http://www.cms-bfl.com/Maroc Address: 7, rue Assilah, Casablanca 20000 Telephone: +212 5 22 22 86 86

Other experts in this region

Company: Deloitte Brazil Name: Carlos Eduardo Ayub, Leading Partner of Transfer Pricing Email: carlosayub@deloitte.com Web Address: www.deloitte.com.br Address: Rua Henri Dunant, 1383 – 4º ao 12º andares, 04709-110 – São Paulo/SP Telephone: +55 11 5186 1227

tax administration. CMS Bureau Francis Lefebvre Maroc provides assistance on all of these issues. Article 7 of Finance Act 40-08 for the fiscal year 2009 introduced an obligation for businesses which are taxable in Morocco to supply the tax authority with documents and information relating to transactions between a Moroccan entity and a non-resident entity of the same group. This obligation is now provided in article 214 (III) of the Moroccan Tax Code. Nonetheless, such documents and information need only be remitted to the tax authority on its express request. Article 213 (II) of the Moroccan Tax Code also refers to the possible transfer of profits realized by two associated companies located in Morocco. In this context, we recommend justifying the prices applied between two affiliated companies located in Morocco in the transfer pricing documentation. In Morocco, the definition of ‘dependent businesses’ is very wide in scope, and the Moroccan tax authority considers that transfer pricing control applies both to transactions between parent companies and subsidiaries (ie direct connection) and to transactions between sister companies (ie indirect connection). The Moroccan tax administration can require a Moroccan entity to provide transfer pricing documentation, even if the latter is not subject to a tax audit. Under article 214 (III) of the Moroccan Tax Code, documents relating to transfer pricing must be sent at the request of the authority (in the form of a given notice) within 30 days of receipt of that request. The documentation must be consistent and meet the Moroccan tax requirements in terms of transfer pricing. The Moroccan Tax authorities are entitled to adjust taxable profits by bringing in the profits it considers to have been indirectly transferred by means of increases or reductions in purchase prices or sales prices. In its Circular Note n°717, the Moroccan Tax Administration refers to the OECD principles

52 | Acquisition International | January 2014

to explain the concept of “transfer of profits”. Therefore, a transfer pricing documentation must prove that the prices are consistent with the arm’s length principle as described by the Moroccan tax administration and the OECD. In this context, CMS Bureau Francis Lefebvre Maroc has advised clients concerning (i) the content of a transfer pricing documentation to be delivered to the Moroccan tax administration and (ii) the transfer pricing impacts of group’s reorganization operations. Transfer pricing issues impact Mergers and Acquisition operations, especially when those operations concern two Moroccan entities of the same group. Indeed, transfer pricing documentation requirements for associated companies only concern transactions performed between a Moroccan entity and an affiliate located abroad. However Article 213 (II) of the Moroccan Tax Code refers to the risk of transfer of profits between associated companies located in Morocco. In this context, the Merger of two Moroccan companies of the same group will lower the transfer pricing risks as the transactions performed between both companies (if any) would disappear. We advise Moroccan businesses which have relationships of dependency with businesses established outside of Morocco or in Morocco, and enter into transactions with them, to prepare documentation in advance. CMS Bureau Francis Lefebvre Maroc is the leading tax advisory firm in Morocco (legal 500; Chambers; IFLR 1000). It also benefits from the expertise and support of CMS Bureau Francis Lefebvre in Paris and may at any given time rely, when handling cases that require specific expertise, on one of the members of the CMS network, consisting of major European commercial business and tax law firms. Through the CMS network, CMS Bureau Francis Lefebvre has the expertise to work on the transfer pricing documentation for international groups involving entities located in several countries.

SECTOR SPOTLIGHT: Challenges of insurance brokerage in Nigeria | Pension Due Diligence in Corporate Transactions

Challenges of insurance brokerage in Nigeria With over 30 years’ experience in risk management and insurance broking, Image Brokers MD and CEO Mrs Elizabeth Uzoeghe explains the organisation’s unique approach to providing innovative risk management services and efficient claims management and recovery with their unique client relationship strategies. Elizabeth said: “Quality and professionalism are ingrained in our people. We have a collection of highly skilled staff putting their industry experience, intelligence and passion into ensuring our clients are offered the best risk management and insurance solutions at all times. Our customers are our primary business driver.” The dearth of skilled personnel in specialist areas such as oil, gas, energy and other emerging sectors and with a lack of capacity to underwrite certain types and volumes of risk, public apathy towards insurance, the non-payment of premiums and uninformed and lack

of understanding of the benefits of insurance products are key challenges explains Elizabeth. She gives the example of the CEO of a commercial airline fleet being presented with renewal data. Not having in-depth understanding of the reasons and benefits of maintaining adequate sums insured the CEO drastically reduced existing sums, maintaining money was being wasted on premiums. Exactly 15 days after inception a major crash occurred, which was a constructive total loss. One of the results was that insurance gained prominence and management of the airline’s risk portfolio was left to the professionals. Elizabeth considers that various reforms by government in many sectors of the economy will provide huge investment potential for all. The Regulator and other sector stakeholders have relentlessly continued to evolve guidelines/policies that seemingly provides the industry with the required stability and image necessary for growth.

In conjunction with the continuous efforts of the regulator and the industry to mobilise and educate the public, 2014 promises a big leap in terms of insurance patronage in Nigeria. Image Broker’s unrivalled knowledge, experience and philosophy place them as key in driving forward Nigeria’s insurance industry.

Image Brokers Limited Company: Image Brokers Limited Name: Uzoeghe Elizabeth (Mrs) Email: imagebrokers@yahoo.com Web Address: www.imagebrokersng.com Address: 4th floor, ITF house, Wuse 2, Abuja. FCT, Nigeria Telephone: +2348037003370

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SECTOR SPOTLIGHT: Pensions governance – seizing the opportunity | Investing for the long term

Pensions governance – seizing the opportunity The most volatile and unpredictable part of the corporate balance sheet is often the market value of the deficit of the defined benefit pension scheme. For companies with large pension liabilities as compared to the equity of the business, this can be a considerable complicating factor during the M&A process. Indeed it is often the case that a poorly managed pension scheme can have a detrimental impact on the value of the firm that goes well beyond the accounting/actuarial valuation of the deficit. A poorly run pension scheme is often associated with poor labour relations, regulatory intervention, and uncertainty that distracts attention from an otherwise well run business. However the M&A process also represents a key point of leverage, where a new approach to running the pension scheme can be put in place that both adds real value and

Company: Russell Investments Name: Gwion Moore, Director, Client Strategy & Research Web Address: www.russell.com Address: Rex House, 10 Regent Street, London SW1Y 4PE Telephone: 020 7024 6000

sends a signal to the market that there is a new vision and professionalism in place. The three main planks of a well-run pension scheme are: governance, strategy and implementation. Governance Many trustee boards spend a great deal of time focussing on matters that have little impact on the overall performance of the pension fund. Good governance means putting in place an effective process that facilitates timely decision-making and appropriate levels of delegation. So while the structure of the decision-making process and the degree of delegation will vary from scheme to scheme based on particular circumstances, the focus should be on prioritising the limited time that the trustees and other stakeholders have available, and to spend this time on the areas where they can make a meaningful positive impact on the performance of the scheme’s investments and the overall solvency of the fund. Strategy Strategy means having a plan for today and a plan for the future. What can be done today to eliminate unnecessary uncertainty to the performance of the scheme’s investments and what needs to be put in place so the scheme can adapt its plan effectively to changing circumstances? This means both creating a profile of investments’ exposures that aligns stakeholder interests and reduces unwanted volatility, and putting in place agreed approaches to changing the strategy as the situation changes. Implementation A good governance process and an appropriate strategy are necessary for a well-run pension scheme, but if the trustees lack the tools and expertise to implement their decisions then, ultimately, no real change will occur or, if it does occur, it will happen slowly and expensively.

Few pension schemes have the resources to manage the implementation of their strategy by themselves and a partnership with an asset manager or consultant whose role it is to put the trustees’ plans into action can be an effective path. This approach, sometimes known as fiduciary management or implemented consulting, is becoming an increasingly popular choice. By adopting this approach, scheme trustees and their sponsors can benefit from more timely and expert management, and from improved reporting. Naturally it is important for trustees to ensure that their fiduciary manager/implemented consultant has the full range of skills required across the whole spectrum of advisory, implementation and execution services. Trustees and sponsors may wish to employ an independent adviser (fiduciary consultant) to help them with their due diligence in this respect. Important Information This material is not intended for distribution to retail clients. This material does not constitute an offer or invitation to anyone in any jurisdiction to invest in any Russell product or use any Russell services where such offer or invitation is not lawful, or in which the person making such offer or invitation is not qualified to do so, nor has it been prepared in connection with any such offer or invitation. Unless otherwise specified, Russell Investments is the source of all data. All information contained in this material is current at the time of issue and, to the best of our knowledge, accurate. Any opinion expressed is that of Russell Investments, is not a statement of fact, is subject to change and, unless it relates to a specified investment, does not constitute the regulated activity of “advising on investments” for the purposes of the Financial Services and Markets Act 2000. Issued by Russell Implementation Services Limited. Company No. 3049880. Registered in England and Wales with registered office at: Rex House, 10 Regent Street, London SW1Y 4PE. Telephone 020 7024 6000. Authorised and regulated by the Financial Conduct Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.

Investing for the long term Saker Nusseibeh, Chief Executive Officer, Hermes Fund Managers Limited ---------------------------------------------------------------------The savings industry is a pipeline that connects a nation’s current savings pool to the financing of its future economic growth. In theory, at least. In practice, its largest component, the pension schemes, distort that outcome. Pension schemes have a simple purpose: to pay the correct pension to the right beneficiary for as long as they are entitled to it. Consequently schemes have to meet both immediate and long-term cash obligations; obligations that can be materially affected by changes in inflation, interest rates and longevity.

Name: Saker Nusseibeh Web Address: www.hermesfundmanagers.com Address: Lloyds Chambers, 1 Portsoken Street, London E1 8HZ Phone: +44 (0) 20 7702 0888

The vast majority of pension schemes are underfunded and have insufficient assets to meet all expected future liabilities. Therefore, in managing their investment portfolios, pension schemes have a dual purpose: achieving real growth in value while managing the risks that could affect their liabilities over the long term. Confusion can arise from two quarters. The first is to do with returns. A pension fund executive can either become too concerned with the nominal returns (even on a risk-adjusted basis) of each sub-portfolio and so attempt to fine tune the outcome by relying on its perceived skill in either manager or asset selection on a tactical basis, which could lead to churn. Alternatively, an executive, or its selected managers, might not be fully aware of all factors affecting longterm real returns, including factors such as governance (because of their long duration nature) which might wrongly skew the pension plan’s, or the selected manager’s, factor exposure. The second stems from an over-concern with short-term volatility, which might equally lead to churn. Failure in decision making in these factors is to do with governance, not structure. The discussion over long-termism often fails to recognise this duality of purpose and assumes pension schemes focus predominantly on driving immediate returns. In reality, the need for long-term growth in value is a key determinant in setting schemes’ asset allocations and this is balanced with ensuring asset portfolios have the

54 | Acquisition International | January 2014

characteristics needed to manage scheme risk. To that end, each allocated sub-portfolio is not an investment within itself, but rather a building block that contributes to the overall end dictated by a pension plan’s dual purpose. Thus, in monitoring each sub-portfolio, a pension scheme’s executive is testing its ongoing suitability in terms of the portfolio as whole. The scheme will be looking at each mandate in the context of its overall return and risk management objectives. Yet, for those managing the sub-fund, things can be seen very differently. Incentives frequently result in a concentration on the short term. Research demonstrates both that holding periods for equities have reduced drastically over time – from about five years in the mid 1960s to about seven months in 2007 – and those shortterm holding periods have on average destroyed value for institutional investors. Pension funds need to take this into account. The goal of income maximisation, focused on the short term, fails on its own terms. Worse, it fails in connecting our savings pool to stable economic growth, highlighted by the Kay Review. Writing about long-term economic goals, Keynes quipped “in the long run we are all dead”. An undoubted truth. But if we align incentives with long-term goals, getting there will be a longer and more pleasurable journey.

SECTOR SPOTLIGHT: Is a Captive the Ideal Insurance Solution to Finance Your Risks?

Is a Captive the Ideal Insurance Solution to Finance Your Risks?

Malta: a strong captive insurance destination Donna Greaves Bonello of PKF Malta explains why Malta is a strong captive insurance destination for captive owners through its strong fiscal regime, attractive tax legislation and Cell Company structures. A member of the EU since 2004, the Maltese fiscal regime has been an important driver in creating an attractive environment for foreign investors. Though often being considered the ‘new kid on the block’, Malta is increasingly being recognized as an ideal captive destination. Under Maltese legislation, captive insurance companies are referred to as ‘Affiliated Insurance Companies’ (AICs). Affiliated Insurance is defined as the business of an insurance company which is registered in Malta and whose business of insurance is restricted to risks originating from shareholders or connected undertakings or entities. When considering a captive set-up, in-depth consideration should be given particularly to the choice of domicile. Various benefits may result from setting up a captive business in Malta. For starters, Malta has a stable political environment and an excellent Englishspeaking workforce (English is an official language in the Maltese Islands) which is highly specialized and experienced. Malta also boasts a knowledgeable pool of service providers. The Malta Financial Services Authority (MFSA), being Malta’s single ‘super’ regulator is accessible to all players in the sector, enforcing a strong and firm supervisor philosophy at all times while maintaining an approachable demeanor. Malta also consistently tops the charts as one of the most cost-efficient domiciles for Captives operating within a recognized OECD tax environment. The island’s state of the art legislation, which is tried and tested, is expected to attract further foreign direct investment (FDI) to Malta. To top it off, Malta has just been awarded the most favored domicile in Europe in hedge fund service provider rank for 2013 by acclaimed Hedge Funds Review. European insurance undertakings may freely passport their activities into Malta, and equally this right applies to Maltese insurance undertakings who are able to passport into other EU/EEA countries. This may be done either through the setting up of a branch or through the freedom to provide cross-border services. Insurance companies availing themselves of these rights have to adhere to the applicable notification requirements in force.

The introduction of the PCC legislation allows a licensed insurance company to be registered as or converted into a protected cell company. Malta is the only full EU Member state with working PCC legislation giving insurers the opportunity to incorporate an unlimited number of multiple cells that form part of a single corporate person while allowing for the segregation and protection of cellular assets from other assets of the company. In contrast with other jurisdictions, a PCC structure in Malta may be used not only by insurers, reinsurers and captives, but also by insurance brokers and managers established in Malta. The PCC offers a flexible, feasible and cost-efficient structure that provides economies of scope and scale through the sharing of capital and costs. The MFSA met the demand for a ‘platform’ model which envisages an incorporated cell company providing administrative services such as routine contractual matters and start-up support to a number of Incorporated Cells licensed as collective investment schemes that would not normally require the engagement of a Recognised Fund Administrator. It did this by introducing the Recognised Incorporated Cell Companies (RICC) Regulations. Such regulations continue to expand and enhance the ‘cellular’ concept developed under Maltese legislation in recent years while taking into account international developments in the structuring of investment funds in Malta which is expected to boost the Malta funds domicile. Under the RICC and ICC each limited liability cell has a distinct and separate legal personality from the other and from the ICC as a whole; a feature that distinguishes it from the PCC. With over 65 double tax treaties as well as other methods of relieving double taxation on cross-border transactions, Malta offers a highly competitive tax regime both for Captives established in Malta and for senior expatriates employed with them. Captives are liable to tax at a flat rate of 35%, subject to relief for any foreign taxes suffered. However, upon a distribution of dividends, the shareholders may claim a 6/7ths tax refund of the Malta tax paid provided that it does not derive income from immovable property situated in Malta. Thus, the net Malta tax can in effect be as little as 5%, making it the lowest tax rate in the European Union.

Malta also introduced a set of rules titled the ‘Highly Qualified Persons Rules’ to attract highly qualified persons who occupy eligible offices (as defined in the rules) with companies licensed and/or recognized by the MFSA. Expatriates employed in the senior-most positions of captives may take advantage of a flat rate of tax of just 15% on their employment income for a determined number of years. Alternatively, an expatriate who does not qualify under these rules may opt for a 10-year exemption on certain fringe benefits. Conclusion The insurance market has changed significantly over the last 20 years and with it the weight on supervision. What has not changed, however, are the fundamental goals of insurance supervision, namely the protection of policyholders from abuse and fraudulent transactions and the protection of policyholders from the consequences of insolvency and a stable and competitive market. With the introduction of a more risk-sensitive and market-consistent approach to insurance company reporting, management and supervision, Solvency II raises the bar on what is expected from insurance companies and those responsible for running them. Slow legislative growth in finalizing the framework details means that Solvency II’s implementation date is likely to be postponed to 1 January 2016 which gives sufficient time to supervisors and insurers to adequately prepare for Solvency II implementation. Malta has an excellent reputation as a high-quality captive domicile, and it is also at the forefront of Solvency II making it a natural first choice to many.

Company: PKF Malta Name: Donna Greaves Bonello Web: www.pkfmalta.com Address: 35 Mannarino Road, Birkirkara BKR 9080, Malta, Europe Telephone: +356 21 484373 or +356 21 493041

Acquisition International | January 2014 | 55

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SECTOR SPOTLIGHT: Doing captive insurance company business in the United States in 2014 and beyond…

Doing captive insurance company business in the United States in 2014 and beyond…

By James Girardin ---------------------------------------------------------------------Heading into 2014 the regulatory environment for captive insurance companies operating in the United States can be summed up in two words, COMPETITIVE and THRIVING. Captives are focused on managing and reducing owner-insured cost of risk. Savings are usually achieved in tandem with owner structure and capital planning. Gaining control over the elements that influence the risk profile of an organization and how risk is financed drive most captives so it is little wonder growth has remained steady throughout the economic climate of the last few years. The rise of broad national choice for captive insurance company (CIC) operations has arrived with captive enabling legislation on the books approaching twothirds of the states. The long-term gains of an ever expanded market (modern laws and broadened expert and in-house services) available to captive ownerinsureds should outweigh some of the newer states’ short-term growing pains. The mature and highly developed US and near offshore jurisdictions for both single and group CIC owners include Bermuda, Cayman, Vermont, Barbados, Hawaii, South Carolina and more recently District of Columbia, Delaware, Anguilla, and Montana. These domiciles dominate the space with deep private and government infrastructures, accompanied by dynamic legislative environments. The lion’s share of active US-owned captives are concentrated in these locales. Among the more recent strong growth entrants are Nevada, Utah, Kentucky, Missouri, Tennessee, New Jersey and newly emerged ‘hot’ entrants include Connecticut, Ohio, Texas and North Carolina. Time will reveal the long-term winners. New York and Arizona, both mature domiciles, have amassed a significant volume of captives with some excellent market outcomes while each have struggled to attract new growth as New York has not

substantially modernized the captive law since passage in 1997 and Arizona is historically thin on dedicated captive staffing. Both domiciles have been heavily dependent on their captive directors for day-to-day decision making. While AZ is captive premium tax-free this competitive advantage may have come at some cost. With most states seeking new revenue being able to assess a modest premium tax means the state can commit to proper staff hires, a win-win for the state and the captive owner over the long term.

Captives come in all sizes ($500k to $500m+ premium writings) and legal forms. CIC structural iterations of captive domicile laws are tied to specific owner needs such as traditional pure, group, and association captives while newer structures include sponsored and protected cell companies with more recent enhancements including incorporated cells, series LLC’s and SBU CIC’s. Most of these structure options are finding their way into the mature and the emerging state laws. Enterprise risk captive applications are on the rise with insurance coverage extending beyond casualty risks and into otherwise uninsurable or prohibitively expensive risk classes including reputational, cyber, excess and liability wrap covers, regulatory risk and many more. In effect the captives risk finance portfolio becomes more closely aligned with the broadening reach and influence of the chief risk officer and the senior finance, legal and tax team at HQ.

The notion that captives will migrate away from mature domiciles seems reasonable only from a cost and convenience perspective but this field of dreams scenario has not demonstrably occurred. The Dodd Frank Act and the NRRA home-state provisions gave some life to this possibility but still no significant migration has occurred as owners continue to assess home state and surplus lines/self -procurement questions. Again, time and proven state infrastructure is likely to play a role in this evolution.

New captive growth in 2014 is likely to outpace 2013 with the ‘top’ of a P&C hard market cycle heading into the new year and the aggressive expansion of the micro captive trade. Existing captive program premiums are likely to experience an up-tick as risk exposures generally grow with economic expansion especially in the construction, manufacturing, energy and health care sectors. As the Affordable Care Act continues to unfold more network consolidation will occur, driving captive and other self-insurance strategies as well as captives continued expansion into stop-loss for their employer sponsored health insurance.

The rise of the Federal Insurance Office back-drops all state insurance activity with no current specific CIC impacts. Since 2012 the industry coalition awaits clarification for exemption of captives as two House legislators involved in NRRA rules making and oversight process have stated captives were not intended for applicability and inclusion would unnecessarily expose them to undue regulation and taxation. Let’s hope seeking clarification does not backfire with captives being swept up in the net by virtue of deeming them not explicitly excluded. Of late, small-emerging and privately held middle market companies have dominated new CIC formations fuelled heavily by service providers specializing in micro and cell captive structures largely reliant on the very powerful ‘small insurance company’ tax election allowed under Internal Revenue Code Section 831(b). States heavily dependent on small insurance companies will likely need to keep innovating to attract and expand business beyond this narrow Federal income tax loophole.

Company: Amethyst Captive Insurance Solutions, Inc. Name: James Girardin, CPA - Managing Director Email: jgirardin@amethystcaptive.com Web Address: www.amethystcaptive.com Address: 150 Bank Street, Burlington, VT 05401 Phone: 802-735-1677

Acquisition International | January 2014 | 57

SECTOR SPOTLIGHT: Leading adviser: project finance

Leading adviser: project finance Nedbank Capital is the investment banking division of one of South Africa’s four largest banks. Nedbank has deep expertise in mining and infrastructure project and structured finance, gathered through many years of operation in a number of countries around the globe. With its strategic focus on African mining projects, this expertise makes Nedbank Capital a leading mining project finance bank. ----------------------------------------------------------------------

Company: Nedbank Capital - Mining Investment Banking Name: Mark Tyler Email: mtyler@nedbankcapital.co.uk Web Address: www.capital.nedbank.co.za Address: Old Mutual Place, 2 Lambeth Hill, London, EC4V 4GG, United Kingdom Telephone: + 44 (0) 207 002 3419

Kanga and Company, established in 1890, is one of India’s oldest and largest law firms, with 14 partners, each with a wealth of experience. Kanga and Company is ranked by many as the ‘best legal adviser for Indian project finance work’. ------------------------------------------------------------------Like other global markets, the Indian project finance market experienced a slowdown in 2013 but the Indian government has an ambitious plan for creating world-class infrastructure in India with a view to providing an impetus to the growth of the economy. The infrastructure sector primarily comprises of electricity, roads, telecommunications, railways, irrigation, water supply and sanitation, ports and airports, storing facilities, and oil and gas pipelines. Subhash C Kothari, senior partner at Kanga and

Company: Kanga and Company Advocates and Solicitors Name: Mr. Subhash C. Kothari, Senior Partner Email: mail@kangacompany.com Web Address: www.kangacompany.com Address: Readymoney Mansion, 43, Veer Nariman Road, Mumbai - 400 001, India Telephone: + 91 22 66230000

Led by mining investment banking managing director Mark Tyler, Nedbank Capital has developed unique experience using combinations of commercial debt, ECA supported debt and DFI funding, together with the judicious application of political risk insurance to structure funding packages that overcome the challenges resources projects face in Africa. As funders to such deals, Nedbank Capital can speak with authority on what is possible and that expertise is available when advising clients. “We have deep expertise in the application of ECA supported project finance in jurisdictions throughout the world where non-recourse debt is not available from local financial institutions along with assisting our clients to optimise their procurement in order to maximise the availability of funding from selected ECAs,” said Mark.

risk. Commodity prices that have fallen from recent highs add an additional degree of stress to project financings. Paradoxically, there has also been a reduction in appetite for commercial lending into low risk jurisdictions as the traditional mining project finance banks have moved increasingly to search for the higher yields obtainable in emerging markets. This has made sources of funding from outside the normal commercial bank sector increasingly important. However, there is a degree of complexity in such structuring which means that developers should seek the best advice they can procure when undertaking such financings.

The upheavals in global mining equity markets during 2012 and 2013 have made financing mining projects extremely difficult as equity is in very short supply. This means mining developers are increasingly turning to project finance at a time when there is not an unlimited bank appetite for risk, particularly political

Nedbank has been successful in arranging ECAsupported project finance for the first modern gold mine to be built in Liberia. This pioneering transaction was undertaken at a time when the gold price fell by over 25%. Nevertheless it concluded without significant sacrifice of the real option value associated with the potential metal price volatility in the future. This landmark deal is a prime example of Nedbank Capital’s expertise in managing ECA supported finance.

Company, says: “Major infrastructure projects are changing India’s profile as an attractive and enterprising destination. However, it is important that these investments are sustainably managed.

With the country set to become the world’s third largest economy by 2050, Mr Kothari believes there are still huge opportunities in the infrastructure sector.

“The Indian government’s success in infrastructure provision will be measured not by the quantum of funds invested, but on how infrastructure contributes to the achievement of India’s economic, social and environmental objectives.”

“Overall, the opportunities to develop a significant business in India are extremely promising for local and foreign investors, if they have carefully selected strong local partners; structure contracts sensibly to maximize tax benefits, where appropriate, and take a long-term, sustainable perspective for investment,” he says.

India’s investment in infrastructure during the current Five-Year Plan (2013-17) is expected to be USD 1 trillion or INR 55,000 billion. The private sector will share 47% of the investment. The country’s investment in infrastructure should increase to at least 10% of its GDP by 2017 to achieve and sustain 8 to 9% GDP growth over the next five years.

Kanga & Company in general and Mr M L Bhakta, Managing Partner and Ms Preeti Mehta have excellent knowledge of market practices in the infrastructure project financing fields and takes pride in its enviable record of considerable experience in diverse infrastructure project transactions – advising clients in the development, privatization, disinvestments, project financing and acquisition of different types of infrastructure facilities.

Government policies to attract investment include tax-free bonds and public-private partnerships (PPPs) and have already made the country a hot destination for FDI. PPPs in particular are gaining in importance and companies experienced in structuring these types of deals should be able to use their expertise to good effect in the Indian marketplace.

The firm has worked closely with clients during all stages of such projects, including negotiation, structuring the transaction, legal due diligence, drafting of documents and general consultancy, besides representing financiers and lenders as well as project companies.

However, operating in India requires a thorough understanding of the local market. Companies need to do their homework to understand a host of tax and regulatory issues before bidding on projects or setting up operations.

Mr Kothari adds: “We are meticulous and pragmatic professionals and provide the best tailor-made solutions to our clients using our vast experience and an in-depth knowledge of the legal intricacies and complexities involved in such projects.”

58 | Acquisition International | January 2014

SECTOR SPOTLIGHT: M&A and Investment Outlook for Myanmar | The offshore recovery – the British Virgin Islands

M&A and Investment Outlook for Myanmar There have been a number of regulatory and legal developments over the past year in Myanmar: new rules on foreign investment, a telecommunications law, and a deluge of new drafts and proposals for laws and regulations are waiting in the wings. VDB Loi’s Edwin Vanderbruggen offers a summary of key issues, challenges and trends for the hot or soon-to-be hot sectors of Myanmar. ---------------------------------------------------------------------Oil and gas As the onshore round has been completed and the offshore bids are expected on 15 November, we expect to see quite a bit of change once the exploration starts for the newly tendered out blocks. The influence of local partners in oil and gas EP diminished considerably when the ministry of energy added another 100 or so potential local partners to their registered list (foreign companies can choose a local partner from that list, and the more there are, the lower their financial expectations), and when it announced that no local partners are needed for deepwater blocks. A number of super-majors will be bidding for blocks in Myanmar, which has not happened for quite a while. Telecommunications Quite a lot of developments, as one can imagine. The selection of Ooredoo and Telenor has prompted both operators to procure vendors and subcontractors, including tower companies. The local operators, MPT

and YTP are running their own process to locate strategic partners (other foreign operators) and vendors. The legal hurdles are massive on all sides, and are causing delays. Tower companies are waiting to see whether they can receive their own license to construct infrastructure to lease it to operators. A lot of our attention now goes to the roll-out, particularly to how to implement land use for tower sites in a heavy and slow regulatory framework. Real estate Land prices and the complexity of the land use right system in Myanmar (where nearly all land is state land) slow down deals, but there is significant growth in the sector. The problem is usually how to get the right land in the right company. Land leases given to one company are difficult to move, and buying shares into a Myanmar-owned entity is not practically feasible. Local partners hold leases or licensed land and are reluctant to assign the land rights to a new company, since that will require the land owner’s (government) permission. The alternative, in fact the only alternative under the foreign investment law, is to sublease the land to the project company. All real estate projects require MIC approval and most are joint ventures with a local partner. Power It is currently a tough process to get a power deal off

the ground, largely because there are no generally applicable commercial terms for PPAs and there is no template documentation of an international standard, but this is bound to change soon. In the face of a mounting challenge to keep up with demand, the central government liberalizes decentralized organizations such as SEZs to agree with producers on their own power supply, which will hasten the process. The gas supply is a sensitive point and international financing has not yet been implemented in practice, although Myanmar’s accession to MIGA should help with loans from international institutions. Nevertheless, the interest of foreign investors remains high but many projects progress slowly or end up stalled.

Company: VDB Loi Name: Edwin Vanderbruggen, Partner Email: edwin@vdb-loi.com Web Address: www.vdb-loi.com Address: Level 8, Centrepoint Towers, 65 Sule Pagoda Rd & Merchant St, Yangon Telephone: +95 94 2031 8709

The offshore recovery – the British Virgin Islands In terms of deal flow and transactions 2013 will likely turn out to be a positive one for BVI. Company numbers (incorporations) have been strong for Q1 & 2 that shows the continued positivity surrounding BVI as a jurisdiction. Quarter 4 has shown very positive signs in terms of new business enquiries, especially for our core sector of investment business / hedge funds. Ultimately there is still an issue in some funds getting over the line and raising sufficient capital to launch but the success rate has certainly increased during 2013. More recently this has been coupled with existing funds seeing a noticeable increase in new subscriptions. This is notwithstanding the added complications of doing business in offshore jurisdictions such as G8 pressures, AIFMD, FATCA and the pending Inter Governmental Agreements. We are certainly hopeful that 2014 will continue the positive trend in terms of business for BVI. With consideration being given to possible new products or amendments to existing legislation/ regulation there is also some hope that BVI can enhance its existing very attractive product offering

and stimulate a new wave of business flow for the jurisdiction. One very recent example of amending legislation to stimulate business is the introduction on January 2, 2014 of the Investment Business (Approved Managers) (Amendment) Regulations 2013. The effect of these amendments is to extend types of funds which an Approved Manager can manage, enabling it to now also manage funds domiciled in a ‘recognised jurisdiction’ (in addition to BVI funds and non-BVI funds investing substantially all of their assets into a BVI fund). This is a positive development and will enable, for instance, an Approved Manager to manage a Cayman fund, amongst others. The Folio Group is a leading, multi-jurisdictional offshore service provider to investment funds, insurance companies and business companies. Founded in 2001 in the British Virgin Islands, the group now has additional offices in the Cayman Islands, Malta and Panama and is represented in a number of other important financial services centres, such as Barbados, Delaware and Anguilla.

The group provides services that include Fund Structuring and Administration, Insurance Management, Corporate Management and Director Services. Its advice is autonomous and cost efficient, ensuring clients receive the structure that works best for them.

Company: The Folio Group Web: www.folioadmin.com Address: Folio House, James Walter Francis Drive, PO Box 800, Road Town, Tortola, British Virgin Islands Telephone: +1 284 494 7065 Funds: daniel@folioadmin.com william@folioadmin.com Corporate: calum@folioadmin.com Insurance: simon.owen@folio-insurance.com

Acquisition International | January 2014 | 59

SECTOR SPOTLIGHT: Global Expertise Directory

Global Expertise Directory Cabinet N’Goan, Asman & Associés AMERELLER - RECHTSANWÄLTE is a specialist international law firm, operating mainly in the field of Arab business law. The firm also advises comprehensively on media, entertainment and trademark law.

Benz ADR provides a confidential forum in which all parties can have their cases either resolved by a neutral, disinterested arbitrator or solved by a creative, facilitative, and knowledgeable trained mediator. We evaluate success based on our clients’ results.

In its German and Middle East practice the firm focuses on corporate and commercial law, mergers and acquisitions, joint ventures and privatisation, as well as on all legal aspects of agency and distributorship.

Attorney Jeff Benz has been a small and large firm lawyer, an in-house general counsel of prominent companies, including publicly traded, and a private judge. He has been the client, the lawyer, and the decision maker/neutral, and he puts this experience to work in crafting workable solutions to seemingly intractable business problems.

AMERELLER - RECHTSANWÄLTE advises on the legal and tax related structuring and realisation of major projects and on international tenders. The firm also represents its clients in all forms of litigation and arbitration proceedings.

Jeff specializes in resolving tough cases on short notice, at an efficient price, anywhere in the world. No case is too big, too small, too difficult, or too far away.

Intellectual property, media and entertainment law, also in relation to the Middle East, represents the second main pillar of AMERELLER - RECHTSANWÄLTE’ s core competencies in Germany. Company: Amereller Name: Karim Youssef Email: kyy@amereller.com Web Address: www.amereller.com Address: Palais am Lenbachplatz, Lenbachplatz 4, 80333 Munich, Germany Telephone: +49-89-549019 0

Company: Benz ADR Name: Jeffrey Benz Email: jeffreybenz@gmail.com Web Address: www.benzadr.com Address: 12021 Wilshire Blvd., Suite 256, Los Angeles, CA 90025 Telephone: (310) 570-2774 Fax: (310) 975-1214

N’Goan, Asman & Associes is one of the pre-eminent law firms in Côte d’Ivoire. It has a general practice, emphasizing corporate and commercial law. Founded in 1981, the firm has grown over the past 19 years to be one of the largest in Côte d’Ivoire and number one in corporate, financial and commercial affairs. The firm also has significant experience in government contracts. Areas of law: • General Ivorian and international law • Privatization • Project finance • Mining and energy • Aircraft leasing and financing • Contract negotiation • Employment law • Company law and corporate finance • Legislation • Stock exchange and securities • International banking • Tax • Intellectual property and computer law Company: Cabinet N’Goan, Asman & Associés Name: Forange Asman Email: scpavocatsnas@gmail.com Address: Abidjan, Côte d’ Ivoire Telephone: 00 225 22 40 47 00

Crawford Bayley & Co Crawford Bayley & Co is one of India’s oldest and best known law firms, with rich and wellendowed experience in several practice areas. The partners and several of the assistants have decades of extensive legal expertise and have advised various leading Indian and foreign companies on a vast variety of matters. The firm is consistently engaged by India’s biggest corporate houses as well as major multinational corporations on several complex matters, requiring advice on company laws, securities laws, revenue / taxation laws, dispute resolution, labour laws, foreign exchange laws and pharmaceutical laws to name a few. We are also actively involved in representing our clients on a multitude of matters before various Indian courts, tribunals, forums and regulatory authorities. Company: Crawford Bayley & Co Address: 4th Floor, State Bank Building, Hutatma Chowk (Flora Fountain), Mumbai, MH 400023, India Telephone: +91 22 2266 3713

The Law Firm of Dr. Khalid Alnowaiser is Saudi Arabia’s fastest growing regional law firm. We specialize in corporate matters, commercial litigation, investments, finance and arbitration for both multinational corporations and local clients. With offices in Riyadh and Jeddah, the Law Firm of Dr. Khalid Alnowaiser has the in-depth knowledge of international law, Sharia’a Law and Middle Eastern legal systems that is a major asset to regional and international businesses and individuals. Our practice areas include: Commercial legal services; Company formation and governance; Commercial contracts; International Investment; Mergers and acquisitions; Privatization; Intellectual Property; Labour and employment law; Banking & Finance; Capital markets; Corporate finance; Project finance; Real estate & construction; Commercial Litigation; and Arbitration and mediation. The Law Firm of Dr. Khalid Alnowaiser is made up of some of the finest legal minds in Saudi Arabia. Our vast network of Saudi and international attorneys are fluent in Arabic and English and have experience in corporate governance, dispute resolution and all legal aspects of doing business in the Middle East. We also have a network of correspondent law offices throughout the Middle East, so we can assist you in business ventures throughout the fast-growing markets. Company: The Law Firm of Dr. Khalid Alnowaiser Name: Mohsen Malash Email: mohsen@lfkan.com Web: www.lfkan.com Address: P.O. Box 50100, Jeddah 21523, Saudi Arabia Telephone: +966 2 664 5666

60 | Acquisition International | January 2014

With more than 75 years of experience, Goodrich 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. We are constantly striving to renew ourselves 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. Company: Goodrich Riquelm Asociados Name: Hilda Rodriguez Email: hrodriguez@goodrichriquelme.com Web Address: www.goodrichriquelme.com Address: Paseo de la Reforma 265 06500 Mexico D.F. Telephone: (52 55) 55 33 00 40 Ext. 272

SECTOR SPOTLIGHT: Global Expertise Directory

SCPA Mandela Our firm was established in 1996 and is fully dedicated to meeting the needs of clients in the field of intellectual property protection such as copyrights, patents, trademarks, industrial designs as well as trade secrets. Our clients consist of individuals, institutions, local companies and multinational companies. We realise the trust which our clients place in us. Supported by experienced staff and lawyers in their respective fields of expertise, we provide a host of intellectual property protection services from the beginning of searching, registration, watching and monitoring, licensing and franchising, up to litigation procedures. We have established good networking and very close cooperation with our colleagues worldwide in over 198 countries when anticipating the current progress of global businesses. Company: Prawiranegara International Patent & Trademark Law Office Name: Chamelia Sari Email: cameljovie@yahoo.com praw@indosat.net.id Web Address: www.prawiranegara.co.id Address: Prawiranegara International Patent & Trademark Law Office, Pulo Mas Office Center, Block XI Kav. 3, Jl. Pioneer Independence, Jakarta 13260, INDONESIA Telephone: (+62-21) 4786 8970, 4786 8971 Fax: (+62-21) 4786 8703

Timofeev, Vahrenwald & Partners (TV&P) is a full-service Moscow law firm. Our attorneys are admitted to practice law in the Russian Federation, and speak Russian, English, French, German, Norwegian, Swedish, Danish and Italian. We believe in an old school concept of legal service: treating each client’s legal issues, whether business or personal, as central to that client’s wellbeing and requiring the full attention of a partner. Our attorneys exercise the highest level of judgment, discretion and integrity in resolving client matters, regardless of the issue. Our legal representation is founded upon solid experience in our areas of practice with our lawyers providing affordable, quality legal services and personal attention. We are able negotiators and business advisors, but when necessary, we fight zealously and aggressively on our clients’ behalf. Company: Timofeev, Vahrenwald & Partners Name: Ivan Bunik Email: i.bunik@tbplaw.com Web Address: www.tbplaw.com Address: Vereyskaya Plaza II - 17, Vereyskaya str., Moscow, 121357, Russia E-mail: contact@tbplaw.com Telephone: +7 495 943 3000; 943 6044; 940 7797 Fax: +7 495 943 1740

SAP Advocates was established in 2004 with a high appreciation of each lawyer member’s accomplishments and professionalism resulting in the commitment to provide high quality corporate and commercial legal services as well as dispute settlement legal services. We have worked on various legal matters for clients with international and local business interests. Our values and approach include: • providing each client with the best, most honest, secure and cost effective solutions, having regard to the characteristics of particular matters under consideration • obtaining the optimal result in cooperation with the client through a careful analysis of all relevant issues and after identifying the correct solution with the client • assigning qualified lawyers and, if necessary, external advisors to solve tasks entrusted to us • maintaining awareness of the importance of the client’s needs, requirements and demands at all times. Company: SAP Advocates Name: Arsul Sani Email: arsul@saplf.com Web Address: www.sapadvocates.com Address: Grand Slipi Tower 9th Floor, Suite H&I, Jl. Letjen. S. Parman Kav. 22-24, Jakarta 12920, Indonesia Telephone: +62-21-29021870 Fax: +62-21-29021871

UHY Sandoval Aliaga y Asociados S.C. de R.L. is based in Peru and is a member of Urbach Hacker Young International Limited, forming part of the international UHY. Established in 1986 and based in London, UK, UHY is a network of legally independent accounting and consulting firms with offices in over 270 major business centres in 86 countries. UHY international provides ongoing cross border assistance for its clients. With a presence in every major financial centre around the world, we can introduce you to commercially focused audit, accounting and tax professionals who can provide ongoing advisory services to your new overseas operation. Services and teams are tailored to suit the culture of each client which range from publicly listed corporations to not-for-profit organisations. Company: (UHY Peru) Name: Carlos Sandoval Aliaga Email: c.sandoval@uhyperu.net Web Address: www.uhyenperu.com Address: Calle Cura Muñecas 181 San Isidro. Telephone: 00 51 1 4429085

Niger-based domestic and international business practice providing services in the following areas of law: • Banking and Finance • Business and Industry • Business Law • Business Litigation • Commercial Law • Employment • Environmental and Natural Resources • Family Law • General Practice • Immigration • International Law Company: SCPA Mandela Name: Daouda Samna Email: daosamna@yahoo.fr Address: 468, Av. Des Zarmakoyes, Plateau, Niamey 12 040, Niger Telephone: 00 227 20 75 50 91 Fax: 00 227 20 75 50 92

For many years Murat Uysal and Tolan Boğaç worked at leading law firms in Turkey including Soft & Tolan Law Firm, before using their experience to establish Uysal & Tolan. Their basic philosophy is to provide their clients with a high-quality service while protecting their professional and ethical values. Uysal & Tolan’s clients are national and international financial institutions and multinational partnerships based in Turkey and abroad. The vast majority of our activities are in Turkey, but we also act for companies incorporated outside Turkey. Increasingly Turkish companies are building international relations which means international conflicts of law can arise regarding the services provided. Company: Uysal & Tolan Name: Murat Uysal Email: m.uysal@uysal-tolan.com Web Address: www.uysal-tolan.com Address: Büyükdere Caddesi Noramin İş Merkezi No: 55/113, Maslak 34396 Istanbul-TÜRKİYE Telephone: +90 (212) 328 01 00 Fax: +90 (212) 328 01 61

Acquisition International | January 2014 | 61

DEAL DIARY: M&A from around the world

Deal Diary

CONSUMER 64

CTM ACQUIRES MAJORITY STAKE IN WESTMINSTER TRAVEL

PARK MOVES TO CALEDONIA

SKIP HOP FOR FIREMAN

ENERGY & RESOURCES

BLUEFIELD SOLAR INCOME FUND

E.ON SELLS 80% STAKE IN RÖDSAND II

NEWFIELDS FOR SAPURAKENCANA

FINANCIAL SERVICES

DIRECT LINE

MMI HOLDINGS REACHES GUARDRISK AGREEMENT

QUINTILLION ACQUIRED BY BANCORP

HEALTHCARE 67

ARGOS SODITIC ARRIVES AT CISBIO

EUROMEDIC

SWEDFUND AND ABRAAJ GROUP’S HEALTHY INVESTMENT

INDUSTRIAL

Welcome to January’s Deal Diary, Acquisition International’s round-up of recent M&A activity. Once again, we feature a range of transactions in various sectors. In financial services MMI emerged as the successful bidder for the Alexander Forbes’ subsidiary Guardrisk. In healthcare, funds from Argos Soditic and management have led to Cisbio Bioassays spinning off from its Belgian parent company IBA – a major step in the company’s 25-year history (page 67). Industrials deals include the sale of Italian manufacturer Rollon to Chequers Capital and IGI SGR and Explorer Investments’ acquisition of the São Roque Group (page 68). Real estate has seen NREP’s NordicRetail Fund 2 take over more than 41,000sqm of retail assets located in Copenhagen and Aarhus through six individual transactions (page 70). Support services saw venture capital investors led by NVM Private Equity (NVM) make a successful exit from Alaric Systems; London-based Alaric has been acquired by a subsidiary of US based NCR Corporation, in an $84M deal (page 71). In the TMT sector funds advised by BC Partners, an international private equity firm, have reached an agreement to acquire the leading financial information company The Mergermarket Group from Pearson Plc (page 72). Meanwhile, Totalmovie and OTT Networks have merged to form UUX, which provides network operators with a one-stop, market ready internet TV-as-aService (iTaaS) platform. Have you done a deal recently? If so, we want to hear from you – head to our website www.acquisition-intl.com and submit the details.

62 | Acquisition International | January 2014

68 AKZNOBEL 68

ARDIAN SELLS ROLLON GROUP

EXPLORER ACQUIRES SAO ROQUE GROUP

FAVINI AND ARJO WIGGINS AGREE TRANSFER

HIG TO ACQUIRE WERU

NORTHEDGE INVESTS IN FINE INDUSTRIES

REAL ESTATE

COMMIF ACQUIRES PARTNERSHIPS VICTORIA IN SCHOOLS PROJECT

GAW ACQUIRES WATERSIDE HOUSE

NREP’S SUPER SIX TRANSACTIONS

SUPPORT SERVICES

AUROS ACQUIRED BY ZONE

NEW ERA FOR METER PROVIDA

NVM EXITS FROM ALARIC SYSTEMS

TMT 72

BC PARTNERS ADVISES ON MERGEMARKET ACQUISITION

BSS ACQUIRES AND GROUP AND THE SATCOM GLOBAL GROUP

NEXT MEDIA

ORANGE DOMINICANA ACQUIRED BY ALTICE

TEOCO ACQUIRES AIRCOM

TOTALMOVIE AND OTT NETWORKS FORM UUX

DEAL DIARY: M&A from around the world

Acquisition Internationalâ&#x20AC;&#x2122;s round up of recent M&A activity in the Private Equity sector with data from Zephyr, published by Bureau van Dijk The first half of 2013 saw the aggregate value of private equity deals increase on H2 2012, while volume fell over the same timeframe, according to data from Zephyr, the M&A database published by Bureau van Dijk. In total there were 1,835 transactions worth an aggregate USD 168,596 million in the opening six months of the year. The situation appears to have improved further still in the second half of 2013, as increases were recorded across the board when compared to H1. Both the volume and value of private equity deals increased during the second half of 2013. In total there were 1,969 transactions worth an aggregate USD 171,390 million, as volume climbed 7 per cent while value rose at a slower rate of 2 per cent. This represents the third consecutive improvement in terms of aggregate considerations and the highest level of investment since H1 2008. The most commonly targeted region by private equity companies in 2013 was Western Europe with 1,568 transactions. This was followed by North America with 1,447, while the Far East and Central Asia came some way behind on 366 and Eastern Europe lagged even further on 105. However, North America actually led the field by value, suggesting higher considerations for deals targeting companies in the region. It attracted investment of USD 160,795 million while Western Europe came in second on USD 112,167 million. USD 18,225 million was attributable to the Far East and Central Asia, which placed third. In conclusion, it seems to have been a good year for private equity companies and their targets, with increases recorded for both the volume and value of deals and investment levels reaching their highest threshold for a number of years. Whether these promising showings can be sustained into the opening six months of 2014 remains to be seen and should make for interesting reading when July rolls around.

NUMBER AND AGGREGATE VALUE (MIL USD) OF PRIVATE EQUITY DEALS GLOBALLY: 2006 - 2013 YTD (as at 31 December 2013) Deal half yearly value (Announced date) H1 2006 H2 2006 H1 2007 H2 2007 H1 2008 H2 2008 H1 2009 H2 2009 H1 2010 H2 2010 H1 2011 H2 2011 H1 2012 H2 2012 H1 2013 H2 2013

Number of deals 2,503 2,529 2,930 2,915 2,767 2,431 1,693 1,731 2,068 2,186 2,248 1,952 2,114 1,968 1,835 1,969

Aggregate deal value (mil USD) 296,975 444,573 618,608 281,972 214,657 116,766 62,767 89,909 87,514 168,411 148,497 128,128 125,717 164,448 168,596 171,390

Acquisition International | January 2014 | 63

DEAL DIARY: Consumer Deals

CONSUMER

CTM ACQUIRES MAJORITY STAKE IN WESTMINSTER TRAVEL Corporate Travel Management Ltd (CTM) has agreed to acquire 75.1% of Westminster Travel for A$49.2 million with the remaining 24.9% being acquired by the two major shareholders of Westminster Travel, Dato Wong Sin Just and Mr Yu Kam Kee Lawrence. Westminster Travel is an award-winning travel management and services provider with offices in five Asian countries and has been operating for 40 years, achieving compound annual growth in NPAT of 19% over the last five years. The acquisition of Westminster will fast-track CTM’s entry into the Asian travel market, delivering an immediate and mature footprint. CTM also believes that there are cross-selling and growth opportunities which will benefit both businesses, as has been experienced with its recent US acquisitions. iDeals Solution Group Limited provides a virtual data room solution to Westminster Travel as their deal platform for both the buy-side and the sell-side to exchange confidential deal data. The solution allows both parties and their advisors to share, review, analyse and audit documents securely and conveniently on a web-based platform, saving the costs of travel and time of on-site due diligence. Roddy Shaw, director business development – Asia Pacific, said: “The web platform provides for fastspeed access of deal documents with the highest level of security. “It was a fast-paced project requiring multiple parties accessing the same set of deal documents using multiple browsers and devices to access the data room. Incompatibilities between some of the devices meant we had to set up a ‘shadow’ room until we could get a fix – it’s proved to be a good solution in a fast-paced project like this one.” Roddy Shaw

CTM ACQUIRES MAJORITY STAKE

IN WESTMINSTER DRV Corporate FinanceTRAVEL

PARK MOVES TO CALEDONIA Caledonia Investments plc has announced that it has acquired Park Holidays UK, a UK holiday park operator that owns and operates 21 freehold and two leasehold caravan parks in the south of England. Park Holidays has been run by its current management team of CEO Jeff Sills, CFO Al Loch and sales and marketing director Tony Clish since January 2006, when they acquired the business from its founders through a management buy-in backed by funds managed by Graphite Capital. Since then, Park Holidays has grown to become the UK’s fourth largest caravan holiday park operator. For the financial year to 31 December 2012, Park Holidays generated EBITDA of £20.4m and profit before tax of £2.5m, with gross assets of £256.5m. The transaction values the business at £172 million, which has been funded by £88 million of equity from Caledonia and £90 million of bank debt. RBS, HSBC, Lloyds Bank, Barclays Bank and Santander have provided the acquisition debt facilities. In addition, a £10 million acquisition and capital expenditure facility has been arranged to assist the future expansion of the business. The investment in Park Holidays was led by Tim Lewis, Duncan Johnson and Tarquin Wethered for Caledonia. Macfarlanes acted as legal counsel for Caledonia. KPMG provided financial due diligence advice and Deloitte tax advice. CBRE undertook property valuation work with CiL providing commercial due diligence advice. Management due diligence was performed by Catalysis. Wyvern Partners provided debt advisory services. CMS Cameron McKenna provided legal advice to the banking syndicate. Management were advised by Wyvern Partners and DWF.

PARK MOVES TO CALEDONIA

DRV Corporate Finance

Virtual Data Room Provider

Tax Adviser

SKIP HOP FOR FIREMAN Fireman Capital Partners (FCP), a consumerfocused growth equity firm, has announced that it has acquired a majority stake in Skip Hop Inc. New York City-based Skip Hop was founded in 2003 by husband and wife team Michael and Ellen Diamant who will continue to lead the company and retain a meaningful ownership stake. Skip Hop is a premium cross-category lifestyle brand serving the infant and toddler industry and is widely recognized for its range of innovative and functional products that target today’s savvy, discerning parents. Dan Fireman, managing partner of FCP said: “Skip Hop creates truly innovative products that are original, fresh and with a contemporary aesthetic. While successfully expanding its product suite and distribution channels, Skip Hop has proven the strength of its brand and the authenticity of its products. We are delighted to be partnering with this dynamic company.” Marla Sabo, partner at FCP said: “We look forward to collaborating with Michael and Ellen to support further development and growth of Skip Hop. The company has tremendous momentum.” Michael Diamant, co-founder and CEO of Skip Hop, said: “Ellen and I – and the rest of the Skip Hop team – are thrilled to be partnering with FCP who have a proven track record in the consumer space, and their vision for Skip Hop is perfectly aligned with ours. We are very excited to have the resources and added experience to help take Skip Hop to the next level whilst retaining our focus on making great products.” SKIP HOP FOR FIREMAN

DRV Corporate Finance

Virtual Data Room Provider

Legal Adviser to the Purchaser

Tax adviser to the purchaser Financial Due Diligence

Legal adviser to the vendor Legal Counsel For Caledonia Legal adviser to the vendor Property Valuation

64 | Acquisition International | January 2014

Legal Adviser to the Vendor

DEAL DIARY: Energy & Resources Deals E.ON SELLS 80% STAKE IN RÖDSAND II

l Bluefield Solar Income Fund Limited is has entered into binding contracts to acquire a large-scale solar plant in Norfolk for total investment consideration of £17 million.

E.ON has agreed to sell an 80% stake in its 207MW Rödsand II offshore wind farm to the Danish energy company SEAS-NVE.

The agricultural site located near Hardingham will be one of the largest in the region. The plant, expected to commence electricity generation during December 2013, has been developed, and is being constructed, by Solarcentury, one of the leading specialist UK solar contractors. Following the sale of the project, under the terms of the contract, Solarcentury will warrant the performance of the plant for an initial period and will undertake the on-going operation and maintenance of the plant under a separate agreement. The investment has been made without debt financing and the expected returns on this investment are in line with those anticipated in the Fund’s investment objective as set out in its prospectus dated 25 June 2013. Mike Rand, a managing partner at Bluefield Partners LLP, BSIF’s Investment Adviser, said: Bluefield is delighted to announce its decision to allocate funds to this large scale project. The project was selected by Bluefield due to the exceptional track record of Solarcentury as a leader in the UK solar market. The project represents a first step in a growing partnership with the contractor. Frans van den Heuvel, CEO of Solarcentury commented: Solarcentury has been one of the leading solar contractors in the UK for a number of years. We are delighted, therefore, with the relationship with BSIF, which has taken a pre-eminent position in the UK solar market by being the first institutionally backed solar focused fund. We hope this will be first of a number of large scale acquisitions of Solarcentury built plants by BSIF. BLUEFIELD SOLAR INCOME FUND

ACQUISITION OF Finance PV PLANT IN NORFOLK DRV Corporate

NEWFIELDS FOR SAPURAKENCANA

The transaction values the wind farm at DKK 3.5 billion (€470 million) on a 100% enterprise basis. E.ON will retain a 20% stake and will remain the operator for the remaining lifetime of the wind farm, supporting its ‘less capital, more value’ strategic approach. At closing, a loan of DKK 2.1 billion (€280 million) will be taken out by the wind farm company and the proceeds remitted to E.ON. SEAS-NVE will then purchase 80% of the equity for DKK 1.1 billion (€150 million). As a result the total cash proceeds for E.ON will be DKK 3.2 billion (€430 million). Situated in the Baltic Sea between the German island of Fehmarn and the Danish island of Lolland, Rödsand II offshore wind farm produces enough clean, renewable energy for around 200,000 homes. The sale directly comprises shares in a Swedish legal entity whereas the assets (Rødsand II) are Danish, this cross-border aspect is the reason for both Danish law firm Bech-Bruun and Swedish law firm Mannheimer Swartling acting for E.ON. The team from Bech-Bruun was led by Energy Law Partner Per Hemmer and M&A Partner Claus Aagaard Nielsen.

Per Hemmer

“The transaction entailed a number of legal and other challenges, which were all overcome owing to great skills on the part of E.ON’s internal project team as well as all external advisers involved,” says Energy Law Partner of Bech-Bruun Per Hemmer.

can@bechbruun.com peh@bechbruun.com www.bechbruun.com E.ON SELLS 80% STAKE IN RÖDSAND II

DRV Corporate Finance

SapuraKencana Petroleum Berhad has signed a share purchase agreement to acquire all of Newfield Exploration Company’s equity interests in Newfield Malaysia Holdings for a total cash consideration of US$ 898 million, which is expected to close in early 2014. The agreement is subject to the approval of Petroliam Nasional Berhad (PETRONAS), the approval of SapuraKencana’s shareholders and other customary closing conditions. “This acquisition will further strengthen and diversify SapuraKencana Group’s business portfolio. The transaction will enable SapuraKencana Petroleum to gain an immediate foothold and recognition as an upstream resource owner and operator,” said Tan Sri Dato’ Seri Shahril Shamsuddin, president and group CEO of SapuraKencana Petroleum Berhad. “The profitable Newfield Malaysia business has an excellent HSE and operational track record backed by a strong execution team and cash generating assets (about 23,000 bpd Net Production 2012).” Legal advice to SapuraKencana Petroleum was provided by Alan Jones and Guilia Carloni from Surreybased energy boutique LXL LLP, who pitched for the work and understands they beat 40 other companies to win the work. Tan Sri Dato’ Seri Shahril Shamsuddin added: “In essence we are acquiring a proven oil and gas operator with a balanced portfolio of producing and discovered fields and exploration assets in Peninsular and Sabah & Sarawak. “As a field owner and operator, this business will require different set of operating principles and as such we will manage this new business division separately as an independent subsidiary. We are confident that we will be able to grow the business further and provide a unique value proposition to our partners.”

NEWFIELDS FOR SAPURAKENCANA

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Acquisition International | January 2014 | 65

ENERGY & RESOURCES

BLUEFIELD SOLAR INCOME FUND

DEAL DIARY: Financial Services Deals MMI HOLDINGS REACHES GUARDRISK AGREEMENT

DIRECT LINE

QUINTILLION ACQUIRED BY BANCORP

l Chesnara has agreed to acquire the entire issued share capital of Direct Line Life Insurance Company Limited, for a total consideration of £39.3 million, payable in cash on completion. The acquisition will be financed from a combination of existing cash resources and a new bank facility.

South African financial services groups, Alexander Forbes and MMI Holdings Limited (MMI) has reached agreement on the sale of Guardrisk (including Euroguard) to MMI for R1.6 billion ($157 million).

US Bancorp Fund Services, LLC (Bancorp), a subsidiary of US Bancorp USB, has announced it has agreed to acquire Quintillion Limited (Quintillion), an Ireland-based full-service hedge fund administrator.

Direct Line Life is a UK-based life insurance company and wholly-owned subsidiary of Direct Line Group. It became substantially closed to new business on 5 July 2011 and since then has focused on managing the existing portfolio in line with the run-off plan agreed at the time with the then FSA.

MMI, a JSE-listed financial services group, was the successful bidder from a list of several investors who expressed an interest in acquiring Guardrisk, a wholly owned subsidiary of Alexander Forbes. The purchase price will be funded from MMI’s capital buffer, which remains healthy to fund other strategic growth initiatives.

The announcement supports Bancorp’s strategic initiative to expand its alternative investment servicing network supporting the European investment community, with the transaction adding $18 billion in hedge fund assets under administration to Bancorp’s existing alternative investment business.

FINANCIAL SERVICES

Before closing to new business, Direct Line Life predominantly offered non-linked products including mortgage life cover, fixed term life cover (both with and without critical illness cover) and over 50’s life cover to UK customers distributed under both its own brand and on a white label basis. Direct Line Life is being acquired at an effective 74.7% of Chesnara directors’ estimate of the residual embedded value of £52.6 million as at 30 June 2013, adjusted to reflect a capital extraction of £23.0 million by the seller immediately at completion. The effect of this capital extraction is that Chesnara will acquire the business with a lower solvency margin than its long term target of 150%, and will therefore immediately on completion inject capital, estimated at £10.4 million. This increased funding requirement is temporary and is expected to be released by the end of 2014. For more than 15 years Intralinks ® has been serving the M&A community with the industry’s leading virtual data room, Intralinks Dealspace TM. Today, Intralinks continues our history of innovation to give deal professionals the tools they need to help them manage the full M&A lifecycle – to get more deals done, faster. With a track record of enabling high-stakes transactions and business collaborations valued at more than $19 trillion, Intralinks is a trusted provider of easy-to-use, enterprise strength, cloud-based collaboration solutions. For more information, visit www.intralinks.com

DIRECT LINE LIFE FOR CHESNARA

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Nicolaas Kruger, group CEO of MMI says: “The acquisition of Guardrisk is an important milestone to support our strategic intent to diversify our business to enable further growth. The Guardrisk transaction enables MMI to provide a comprehensive and exciting suite of specialist insurance solutions in the alternative risk transfer space to our large corporate clients and brokers. This enhanced product offering will be complementary to the innovative product offering of Momentum Employee Benefits.” Herman Schoeman, Guardrisk MD, who will continue to lead the company along with his current management team, said he is excited about the future prospects of Guardrisk under the MMI umbrella: “We have been a leader in the specialised insurance industry since our inception and we look forward to unlocking synergies and providing value enhancing products and services to our current and future clients. Our highly experienced employees will also have the opportunity to contribute their unique skill set to MMI.” Deloitte & Touche provided financial due diligence (Penny Binnie), purchaser tax advice (Nazrien Kader) and purchaser pensions and actuarial advice (David Park). MMI HOLDINGS REACHES

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Terrance Dolan, vice chairman of Bancorp’s wealth management and securities services said: “This acquisition continues to showcase the long-term commitment of US Bancorp to grow our securities services business. It enables us to enhance our European presence through additional talented resources, and complements our focus on the expansion and diversification of our alternative investment business.” Joe Redwine, president of Bancorp said: “This transaction allows us to expand our operations in Europe by adding a significant presence in Dublin, an important financial hub. We are pleased to have Quintillion join our team, and believe new and existing clients will benefit from a growing servicing partnership founded on providing strong technology solutions coupled with industry-leading expertise.” Clients of the combined organisation will experience a seamless integration due to consistency in technology applications, with an enhanced set of combined capabilities to meet their full set of servicing needs. “We are excited to become part of a growing team and a company with a similar set of core values and approach to customer service,” said Joan Kehoe, chief executive officer of Quintillion. QUINTILLION ACQUIRED BY BANCORP

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66 | Acquisition International | January 2014

DEAL DIARY: Healthcare Deals SPIROGEN

SWEDFUND AND ABRAAJ GROUP’S HEALTHY INVESTMENT

l AstraZeneca announced on 15 October that MedImmune, its global biologics research and development arm, has acquired Spirogen, a privatelyheld biotech company focused on antibody-drug conjugate technology for use in oncology.

Swedfund, the Swedish state’s venture capital company, and The Africa Health Fund through The Abraaj Group, a leading investor operating in global growth markets, have announced their investment in The Nairobi Women’s Hospital (NWH).

The funds managed by Argos Soditic have acquired, together with the management, Cisbio Bioassays. This cutting-edge biotechnology company is the leader in the field of products and services for human in vitro diagnostics and pharmaceutical research. Through this management buy-out (MBO) Cisbio Bioassays becomes independent, with its spin-off departure from the Belgian group IBA. The acquisition represents a major step forward in the history of Cisbio Bioassays. The company’s 25 years of experience have given it a recognized position as a major player in the world of diagnostics and biotechnologies. The arrival of Argos Soditic opens up prospects for strategic growth, and will enable the company to strengthen its market positions. Confident in Cisbio Bioassays’ assets, Argos Soditic is accompanying the management team in implementing its strategic plan, focused on innovation, the launching of new products and international development. “Cisbio Bioassays is an innovative company, recognized for the quality of its services and products. It has the advantage of a remarkable international exposure, with over 85% of its turnover coming from outside France. The outstanding qualities of the management team, as well as the excellent company culture throughout Cisbio, have been crucial points in this takeover and in the implementation of a spin-off operation which proved to be particularly complex,” declared Gilles Lorang, a partner in Argos Soditic. The complexity of the deal required specialist advisors in a range of fields beyond the normal requirements of legal, tax and financial advisers. These included IT and systems advice from Vinci It Partners and IP advice from Cabinet Regimbeau.

ARGOS SODITIC ARRIVES AT CISBIO

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MedImmune has also entered into a collaboration agreement with ADC Therapeutics to jointly develop two of ADC Therapeutics’ antibody-drug conjugate programmes in preclinical development. MedImmune will also make an equity investment in ADC Therapeutics, which has an existing licensing agreement with Spirogen. MedImmune will acquire 100 per cent of Spirogen’s shares for an initial consideration of $200 million and deferred consideration of up to $240 million based on reaching predetermined development milestones. Existing out-licensing agreements and associated revenue streams are excluded from this acquisition. MedImmune will also pay $20 million for an equity investment in ADC Therapeutics, which will be matched by Auven Therapeutics, the majority shareholder in both ADC Therapeutics and Spirogen. The collaboration agreement will include an upfront payment with predetermined development milestones for two programmes from a defined list and a cost- and profitsharing arrangement with MedImmune representing the majority share. ADC Therapeutics will also have the option to co-promote one of the products in the US. Antibody-drug conjugates are a clinically-validated cancer drug technology that offers both high potency and selective targeting of cancer cells. Spirogen’s proprietary technology attaches highly potent cytotoxic agents, or ‘warheads’ to specific cancer-targeting antibodies using biodegradable ‘linkers’. This targeting optimises the delivery of the cancer drug to the tumour cells only and provides the greatest degree of tumour killing while minimising the toxicity to the patient. Mewburn Ellis LLP, one of the UK’s leading IP attorney firms, has been Spirogen’s sole patent attorney since their foundation in August 2000, having drafted the patent applications which were used in the initial fundraising.

Robert Watson

With a team led by partner, Robert Watson, Mewburn Ellis LLP has advised Spirogen through taking a product into clinical trials, various fund-raising rounds, deals with Ipsen and Celtic Therapeutics, and their more recent numerous evaluations and collaborations in the Antibody drug conjugate field. Throughout the acquisition process, Mewburn Ellis LLP has provided information on their IP portfolio and existing agreements to the parties involved.

SPIROGEN BOOSTS ASTRAZENECA’S

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The investment in NWH totalled US$ 6.5 million and was the largest single foreign direct equity investment in private healthcare in Kenya in 2013. Legal advice to the equity providers was provided by Mr Paras Shah, Partner at Hamilton Harrison & Mathews Advocates. Swedfund’s mandate is to support private enterprise in developing countries, mainly by making equity investments and loans to companies that have a profitable track record but need capital and support in order to grow. Swedfund’s portfolio includes holdings in around 70 companies around the world. In 2010, the then newly formed Africa Health Fund, whose objective is to increase access to, affordability and quality of health-related goods and services for Africans, especially those at the bottom of the income pyramid, invested in NWH. This further equity injection validates the opportunity of investing in Africa’s healthcare. Founded in 2001, NWH is a pioneer and leading women’s hospital in East and Central Africa and since inception has grown from one branch to three hospitals and two medical centres. NWH has plans to expand further in the country and the Eastern African region by 2016 and subsequently into the rest of Africa. This latest investment will enable NWH to complete the financing of its modernization and expansion plan in East Africa, in turn increasing the range of treatments and services offered to patients. SWEDFUND AND ABRAAJ GROUP’S

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Acquisition International | January 2014 | 67

HEALTHCARE

ARGOS SODITIC ARRIVES AT CISBIO

DEAL DIARY: Industrial Deals ARDIAN SELLS ROLLON GROUP

AKZONOBEL l Sika completed the acquisition of AkzoNobel’s Building Adhesives business on 1 October 2013. The deal was announced on 8 August 2013. With annual sales of CHF 228 million, AkzoNobel Building Adhesives is a top-three player in its core European markets and employs 550 people. With this acquisition, Sika will increase its product offering for interior finishing in its flooring, sealing & bonding and refurbishment markets and particularly be able to target the professional craftsman.

Ardian, the premium independent private investment company and Consilium SGR, a leading Italian independent private equity firm, have sold Rollon Group to Chequers Capital and IGI SGR. Vimercate (Milan) based, Rollon is a leading Italian manufacturer of linear rails and actuators. The deal was structured as a management buyout led by the current group CEO, Eraldo Bianchessi. Chequers Capital and IGI SGR, will hold a majority stake in the group.

The Building Adhesives business of AkzoNobel has a strong focus on the top quality segment through its leading brands Schönox, Cégécol, Casco, Synteko and EriKeeper. With two production sites in Germany and France and a pan-European distribution network, it supplies its customers with successful and innovative products.

Commercial due diligence support was provided by Roland Berger Strategy Consultants, one of the world’s leading strategy consultancies, with a European background and deep understanding of diverse cultures and markets.

Sika benefits from a complementary product portfolio which is well established within important European countries such as Germany, France, the Netherlands and the Nordics. About 65% of the acquired business is related to the renovation and refurbishment market. Main technologies are gypsum and cement-based formulations for floor levelling compounds and water borne floor and tile adhesives.

Andrea Marinoni, Roland Berger partner in charge for corporate performance and corporate finance, said: “We are familiar both with large tickets and small caps leveraging a unique attitude to combine our strong industrial expertise with the financial implications. Therefore we offer real value for the investors in their relevant lifecycle steps.”

Furthermore, Sika will expand its position in the sealing and bonding market that sees growing demand due to a focus on energy efficient buildings, the ever greater variety of materials used in construction, increasing high-rise projects due to urbanisation, and the growing significance of low emitting materials for good indoor air quality.

He added: “It is our professional excellence, partnership with our clients and responsible entrepreneurship which is our formula for success under VUCA (Volatility, Uncertainty, Complexity, Ambiguity) conditions.”

INDUSTRIAL

For more than 15 years Intralinks ® has been serving the M&A community with the industry’s leading virtual data room, Intralinks Dealspace TM. Today, Intralinks continues our history of innovation to give deal professionals the tools they need to help them manage the full M&A lifecycle – to get more deals done, faster. With a track record of enabling high-stakes transactions and business collaborations valued at more than $19 trillion, Intralinks is a trusted provider of easy-to-use, enterprise strength, cloud-based collaboration solutions. For more information, visit www.intralinks.com

SIKA BONDS WITH AKZONOBEL

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Chequers will now support Rollon in its future developments and expansion into new markets, in particular in the Far East. Eraldo Bianchessi, CEO of Rollon, added: “I would like to thank Ardian and Consilium for their support and competence during these crucial years which allowed us to hit our ambitious targets. For the future, we are ready to continue to do our best and to start new challenges with the support of Chequers and IGI.” ARDIAN SELLS ROLLON GROUP

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EXPLORER ACQUIRES SÃO ROQUE GROUP Venture capital Explorer Investments (acting as the fund manager Explorer III) has acquired the São Roque Group, integrating the Portuguese company S. Brazilian and São Roque Roque from Brazil. PwC identified the opportunity and then presented it to Explorer. Gonçalo Adrião, senior manager and António Rodrigues, partner at Price Waterhouse Coopers represented Explorer with whom they have a long-standing relationship. Together with Explorer’s team, PwC was responsible for market and company analysis and assisted Explorer in the financial model preparation used in the investment committee. PwC was present and assisted during all the share and purchase agreement negotiations. Adrião explains the challenges they faced when completing the deal: “We had just two months to close the deal. He added: “The deadline was tight and made us all work extremely hard during the period to ensure we hit the target date.” Rodrigues said of the acquisition: “This is a very good opportunity for Explorer to get a very high return on their investment.” The deal involving the two companies for the manufacture of machinery for the textile industry was not the only one completed by Explorer Investments in October 2013; the venture capital firm also bought Finieco, a Portuguese company engaged in the manufacture of bags and packaging paper produced according to an automated process.

EXPLORER ACQUIRES SÃO ROQUE GROUP

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68 | Acquisition International | January 2014

DEAL DIARY: Industrial Deals

Favini and Arjowiggins (AW), part of Sequana, the French listed paper group, have entered into an agreement for the transfer of the casting papers business from Arjowiggins Creative Papers to Favini. Through this transaction Favini will become the worldwide leader in one of the highest value added sectors of the paper manufacturing business, with almost €75M of sales in the release papers niche. Favini raised the financing for the acquisition from its major shareholder, Orlando Italy, and from a pool of Italian banks. Orlando has in fact committed up to €18M to support Favini in this transaction. Representing Favini, Francesco Barosi, Managing Director at the global business advisory firm AlixPartners, said: “AlixPartners, which specialises in creating value and restoring performance at every stage of the business life cycle, is proud of its involvement, including in operational management and business due diligence.” He added: “Working together with stakeholders to achieve sustainable, bottom-line results, tremendous progress was made.” Andrea Nappa, CEO of Favini and partner of Orlando Italy, said: “We are proud of having achieved an important consolidation in the market; the integration of the two players will ensure Favini a wider market coverage worldwide and will provide the opportunity to benefit from industrial synergies and scale economies, making Favini an even stronger player in the specialty paper industry.” FAVINI AND ARJOWIGGINS

AGREE TRANSFER DRV Corporate Finance

NORTHEDGE INVESTS IN FINE INDUSTRIES

HIG TO ACQUIRE WERU Funds advised by Triton have signed an agreement to sell WERU GmbH, Germany’s leading manufacturer of windows, doors and carports, to H.I.G. Capital (HIG). “Triton has owned and supported WERU for over 14 years. New thinking, resources and capital have been invested several times to allow the business to develop during challenging market conditions,” said Peder Prahl, director of the general partner for the Triton funds. Harald Pichler, CEO of WERU said: “Over the past years our owner took a long-term view on our key markets and enabled us to fund the strategic realignment and repositioning of the company. By making appropriate investments in our sales platform and new products throughout the downturn we built an outstanding position in the growing PVC window segment of the German window market.” TMG Consultants advised HIG, led by partner Friedrich Steisslinger and manager Holger Vacek. They have a high number of professionF. Steisslinger als with private equity and merger and acquisitions experience and have worked with HIG on other occasions. Tasks conducted by the Stuttgart-based experts included visiting and analyzing manufacturing sites. This was done in workshops with experts from operations discussing the main processes and issues. This was supported by analyzing existing data. In common with other deals the main challenge was the extremely limited time frame to work out all details and analysis: “Only because of the profound experience of the TMG Consultants in the field of production processes it is manageable to identify the main problems and advantages in such a short period of time,” Friedrich Steisslinger explained. HIG TO ACQUIRE WERU

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NorthEdge Capital has invested £25.5 million in Fine Industries Limited, a Teesside-based manufacturer of fine chemicals. The £25.5M investment will accelerate Fine Industries’ capital expenditure programme to increase capacity and support the company’s growth ambitions. The deal was led by NorthEdge partner Ray Stenton, director James Hall and investment manager Tom Rowley. Ray Stenton and James Hall will be joining the board as non-executive directors and Brian Davidson will be joining the board as non-executive chairman. Oxford Consulting Associates LLP Managing partner Alistair Binnie, assisted by Birger Kamrath and a specialist team, represented NorthEdge. This was the first time the companies had worked together. Alistair Binnie The key challenge was analysing the highly complex market environment, where much of the publicly available information is not correct and can be misleading. Binnie said: “Identifying how macro-economic changes and global dynamics would impact on Fine Industries’ niche was particularly demanding. In addition, as Fine Industries operates in a highly regulated environment, the project required both a good understanding of the relevant regulations and the skills to identify operational improvement opportunities.” Fine Industries is one of the best-run contract manufacturers in Western Europe, focusing on the most attractive market segments, and supported by strong relationships with the leading clients in those markets. Ray Stenton, partner at NorthEdge said: “Fine Industries is a high quality business that operates in a large and growing global market, with long term fundamental drivers supporting continued growth, and we are looking forward to working with the management team to support their growth plan.”

NORTHEDGE INVESTS IN FINE INDUSTRIES

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Acquisition International | January 2014 | 69

INDUSTRIAL

FAVINI AND ARJOWIGGINS AGREE TRANSFER

DEAL DIARY: Real Estate Deals COMMIF ACQUIRES PARTNERSHIPS VICTORIA IN SCHOOLS PROJECT The AMP Capital Community Infrastructure Fund (CommIF) is to acquire a 100% interest in the Partnerships Victoria in Schools Project from the Royal Bank of Scotland. This project involves the operation and maintenance of 11 school facilities located in the Greater Melbourne area for the remaining 22-year term.

Andrew Cloke

Chris McLean

Ian Bennett

AMP Capital Investors Limited called on PwC expertise and advice throughout the project with a team consisting of Andrew Cloke advising on financial due diligence, backed up by Chris McLean on tax structuring and due diligence, with Ian Bennett leading the deal modelling. McLean said: “We have an experienced team who are together able to provide a broad range of specialist services with advice tailored to our clients’ needs. This allows us to provide market leading deal solutions to our clients in the infrastructure industry.” He added: “We have deep long-standing relationship with the AMP and they are a high priority client of ours.” The asset was financed before the global financial crisis. The complexities were mainly associated with the financing structure. PwC’s services involved providing the existing financiers an exit from the project in a manner that preserved value for AMP while minimising consent requirements from stakeholders, such as the government.

The Public Private Partnership (PPP) acquisition of the Victorian schools by CommIF complements the existing social infrastructure assets held by CommIF in Australia and New Zealand. The investment provides further geographical diversification following acquisitions of similar PPP projects in South Australia and South East Queensland over the past 18 months. For more than 15 years Intralinks ® has been serving the M&A community with the industry’s leading virtual data room, Intralinks Dealspace TM. Today, Intralinks continues our history of innovation to give deal professionals the tools they need to help them manage the full M&A lifecycle – to get more deals done, faster. With a track record of enabling high-stakes transactions and business collaborations valued at more than $19 trillion, Intralinks is a trusted provider of easy-to-use, enterprise strength, cloud-based collaboration solutions. For more information, visit www.intralinks.com

REAL ESTATE

COMMIF ACQUIRES PARTNERSHIPS

VICTORIA IN SCHOOLS DRV Corporate Finance PROJECT

GAW ACQUIRES WATERSIDE HOUSE

NREP’S SUPER SIX TRANSACTIONS

Hong Kong based private equity real estate firm Gaw Capital Partners (GAW) has announced it has acquired the Waterside House at Paddington in London on behalf of a pool of top-tier Korean institutional investors. GAW is the advisor and co-investor in the Waterside House deal and will become the asset manager.

During November and December NREP’s Nordic Retail Fund 2 took over more than 41,000sqm of retail assets located in Copenhagen and Aarhus spread across six individual transactions.

Designed by star architect Richard Rogers, Waterside House is located in one of the largest regeneration developments in Europe and is 100% occupied by Marks & Spencer, serving as their global headquarters. Goodwin Gaw, chairman and managing principal, said: “We are so pleased to acquire the striking and stunning Waterside House at Paddington London.” Deloitte Real Estate, led by Lisa McNulty and Richard Beaumont, provided GAW with full tax due diligence services as well as structuring advice on the acquisition. Working alongside them, Dominic Graham led the financial due diligence aspect of the deal. Deloitte have worked with GAW since they came to the UK. McNulty said: “We thoroughly enjoyed working with GAW on the acquisition; it is great to work with such a talented team of real estate professionals.” In addition to the purchase of Waterside House, GAW and GreenOak Real Estate, acting as co-general partners, also announced the acquisition of Allen House, a prime residential building located on Allen Street in the Royal Borough of Kensington and Chelsea. “These two London acquisitions build on the success we had advising the purchase of the Lloyd’s of London Building. There is definitely a growing demand from Asian institutional investors in safe commercial and residential real estate purchases abroad,” said Christina Gaw, managing principal and head of capital markets. GAW ACQUIRES WATERSIDE HOUSE

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The largest of the above-mentioned transactions was acquired from DADES and includes the acquisition of the shopping malls Holte Midtpunkt and Frihedens Butikscenter. With these two centers, NREP will take over more than 50 commercial leases primarily within the retail segment, of which the largest are Coop and Dagrofa. “The recently completed investments fit perfectly with our focused strategy of acquiring well-located retail assets that are relevant to the customers’ daily shopping needs,” says Rasmus Nørgaard, NREP’s CIO. Concurrently, NREP has acquired the Veri Center in Aarhus from housing organisation AAB. The well-maintained local shopping center is anchored around grocery retailers Kvickly and Netto. The Veri Center presents expansion opportunities, which NREP plans to utilise during the coming years. Kvickly, H&M and Matas have just opened their doors to customers at the newly constructed Taastrup Torv, located at Taastrup station, which NREP will take over. They will also take over three single Fakta shops, which are well-located in Copenhagen, Odense and Kolding. With NREP expecting to make further acquisitions in 2014, head of transactions Rune Højby Kock said: “We are pleased to announce our acquisitions through which we have assembled a strong portfolio of necessity driven retail properties primarily located around the two largest cities in the country. We plan to continue the investment activities in this segment during 2014 and look forward to working with the assets we have just acquired.”

NREP’S SUPER SIX TRANSACTIONS

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70 | Acquisition International | January 2014

Vendor Due Diligence Provider

DEAL DIARY: Support Services Deals AUROS ACQUIRED BY ZONE

NEW ERA FOR METER PROVIDA

NVM EXITS FROM ALARIC SYSTEMS

Zone has acquired Auros, a leading technology and internet consultancy whose market-leading expertise will bolster the tech wizardry of Zone’s existing 20-strong development team. The integrated technical team will be led by Auros’ founder and MD Dominic Mills, who joins the Zone board as chief technology officer.

Meter Provida Ltd (MPL) is being acquired from partner company, Fusion Group, by Total Capital Partners backing existing managing director, Tim Houtby and incoming finance director, Stephen Burr.

A syndicate of venture capital investors led by NVM Private Equity (NVM) has made a successful exit from Alaric Systems. London-based Alaric has been acquired by a subsidiary of US based NCR Corporation, in an $84M deal.

The Alpha-Financials team, led by Peter Harding, acted as Financial Adviser for Auros and Dominic Mills. Mr Mills said: “I want to say a particular thank you to the staff at Alpha-Financials for their guidance and insight over the past two years. Our opportunity with Zone would simply not have been possible without the crucial role played by them. They also provided important and responsive support during the sales process enabling us to complete the transaction rapidly and smoothly.” Mr Harding explained: “One key component of the overall valuation concerned working capital, where we were able to advise our client on a deal structure that better reflected their business model and in turn ensured a fair valuation.” Integrating Auros’ technical capabilities with one of the UK’s leading digital agencies will greatly strengthen the company allowing a wider service offering, faster growth, access to more customers, greater financial strength and enhanced career opportunities for staff. Zone’s MD, Jon Davie said: “The acquisition of Auros is a significant step in our ambitious growth plans. It reinforces our belief that great technology underpins everything brands have to do in a digital world.”

AUROS ACQUIRED BY ZONE

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The divestment comes on the back of several exceptional years of trading achieved by MPL: the business has increased revenues from £12m to £25m in the three years to March 2013. Fusion Group will retain a stake in the business and expects to continue its close working relationship with Meter Provida. Fusion Group contracted Avondale to sell Meter Provida having met them at Avondale’s annual M&A conference at the Institute of Directors. Having obtained five offers, Avondale facilitated significant negotiations culminating in the acquisition by Total Capital Partners. Tim Hardman, director at Avondale who completed the negotiations said: “We are delighted to have achieved the correct financial and deal structure for Meter Provida, Fusion and Total Capital Partners. The outcome of our negotiations has ensured the Tim Hardman business is perfectly positioned to take advantage of the new opportunities this market will present in the coming years.” Serving the gas metering industry with its Slipstream software system, MPL’s customer base includes the UK’s largest meter asset managers, gas suppliers, network operators and utility infrastructure providers. Total Capital is backing Tim and Stephen to maximise MPL’s growth in a market place that is forecast to grow strongly in the next few years as the UK’s 23 million industrial, commercial and domestic gas meters are replaced with smart meters. Ward Hadaway provided buy-side legal advice, KPMG conducted financial due diligence and PMSI completed commercial due diligence. DLA Piper provided sell-side legal advice.

NEW ERA FOR METER PROVIDA

DRV Corporate Finance

Mike Alford, MD of Alaric Systems, comments: “NVM has been a major support over the years providing both finance and commercial input, and Tim Levett has been our chairman for Mike Alford the last five years. Finance from NVM and Foresight has helped to ensure we have got to the stage where things are really booming. NVM’s faith in our vision back in 2000 is paying off now.” Tim Levett, NVM Private Equity, comments: “Alaric has been a rewarding investment in every sense. Over the long period of our investment, we have always believed in the concept of innovative card authorisation and fraud detection systems, and it is a credit to the team that they have taken their products through to becoming technical market leaders in the payments market. Technical excellence has been the key, and Mike has built a world leading team to deliver this. We have enjoyed the journey.” NVM are among the leading investors in UK SMEs and were advised by Larry DeAngelo, who runs the Technology and Services Merger and Acquisition team at SunTrust Robinson Humphrey Inc. (STRH), a leading full-service corporate and investment bank. STRH is dedicated to helping grow clients companies through a comprehensive range of strategic advisory, capital raising, risk management, financing and investment solutions. They also offer a complete array of sales, trading and research services in both fixed income and equity.

NVM EXITS FROM ALARIC SYSTEMS

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Acquisition International | January 2014 | 71

SUPPORT SERVICES

Corporate finance adviser to NVM

DEAL DIARY: TMT Deals BC PARTNERS ADVISES ON MERGERMARKET ACQUISITION Funds advised by BC Partners, an international private equity firm, have reached an agreement to acquire the leading financial information company The Mergermarket Group (Mergermarket) from Pearson Plc. Mergermarket is a leading provider of global corporate financial news, intelligence and analysis to advisory firms, investments banks, law firms, hedge funds, private equity firms and corporations. The company, founded in 1999, has a presence in 65 countries and a product portfolio. Many of the products are subscription based news services, essential to customers given the unique and specialist nature of the information and analysis they contain. BC Partners plans to support Mergermarket’s continued growth, aiding in the development of its products and services, the expansion of its international customer base, as well as pursuing selective acquisition opportunities.

BSS ACQUIRES AND GROUP AND THE SATCOM GLOBAL GROUP Broadband Satellite Services Limited (BSS), an investment company based in the North East of England, has completed the acquisition of AND Group and the Satcom Global group of companies. BSS acquired the businesses as part of its growth strategy meaning the merged group has a geographical footprint covering all core markets and revenues within the mobile satellite services sector of over $100 million. “Combining the network assets of AND Group and Satcom Global fits perfectly within our strategic framework of strengthening our end-to-end solutions capabilities in key areas, and providing the best possible customer experience,” said Ian Robinson, CEO for the group.

Oliver Wyman, a leading global management consulting firm provided commercial due diligence expertise on the deal. Tom Williams, partner at Oliver Wyman, said: “Our firm’s capabilities and intellectual capital are enhanced by our deep industry knowledge and specialised expertise as well as our hands-on collaborative approach. We pride ourselves on our professionals seeing what others don’t; challenging conventional thinking, and consistently delivering innovative, customized solutions.” Nikos Stathopoulos, managing partner at BC Partners said: “Mergermarket is a high quality company and a market leader with an attractive business model, strong growth, and loyal customers. We are pleased to partner with CEO Hamilton Matthews and the whole of the Mergermarket team to continue to invest in the growth of the business through product development and geographical expansion to deliver value and innovation to customers.”

BC PARTNERS ADVISES ON

MERGERMARKET ACQUISITION DRV Corporate Finance

Sami Altaher

The transactions were supported by FGI Finance and FW Capital, and provide the group with a flexible working capital facility of $12 million. FGI Finance teams from New York and London led the transaction, underwriting and operations teams along with the internal and external legal counsels and field examiners.

FGI’s involvement meant BSS was able to buy a company which provided an operational platform they could leverage to cut costs, receive larger discounts, improve their overall efficiency and grow their global footprint. Altaher said: “This was a complex transaction involving many different parties located in different time zones. Management, shareholders, existing vendors and another junior debt provider each had their own interests and ideologies. Our main challenge was to gain an in-depth understanding of each party involved and successfully structure a deal that took everyone’s interests into account.“The successful completion of this transaction was a result of the hard work and commitment of all parties involved.” ypenn@fgiww.com http://www.fgiww.com

BSS ACQUIRES AND GROUP

THE SATCOM GLOBAL GROUP DRVAND Corporate Finance

Commercial Due Diligence Provider

NEXT MEDIA l Forum Media Group has established a presence down under with its acquisition of the Australian Next Media Group on 1 October 2014. The deal increases Forum’s expected annual sales in 2014 by 40%. The company acquired the shares of the Australian Next Media Group from private equity firm Wolseley, David Gardiner (CEO of Next Media) and Bruce Duncan (CFO Next Media). The deal follows Forum Media’s acquisitions in Russia and Hungary earlier in 2013. “We are present in many European countries, we have a subsidiary in China and we want to conquer other international markets,” explained Forum Media’s managing partner Ronald Herkert. “As part of our global expansion the Australian acquisition is a logical next step.” Next Media (www.nextmedia.com.au) emerged in the past five years through the merger of three specialist magazine publishers and further purchases of individual titles and licenses to become Australia’s fourth largest magazine publisher. It publishes 40 magazines for various target groups. The portfolio includes lifestyle, technology and sports media as well as magazines for children and motorsport fans. In addition, Next Media publishes books and digital media. Now in its 25th year, Forum Media Group wants to grow dynamically in Australia and in neighbouring Asian markets. It is also still looking for attractive additional purchase, investment and cooperation opportunities, both in Germany and worldwide. For more than 15 years Intralinks ® has been serving the M&A community with the industry’s leading virtual data room, Intralinks Dealspace TM. Today, Intralinks continues our history of innovation to give deal professionals the tools they need to help them manage the full M&A lifecycle – to get more deals done, faster. With a track record of enabling high-stakes transactions and business collaborations valued at more than $19 trillion, Intralinks is a trusted provider of easy-to-use, enterprise strength, cloud-based collaboration solutions. For more information, visit www.intralinks.com

FORUM MEDIA HEADS DOWN UNDER

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72 | Acquisition International | January 2014

DEAL DIARY: TMT Deals

Altice VII S.a r.l. (Altice) has announced that it has reached an agreement with Orange S.A. (Orange) to purchase 100% of Orange Dominicana S.A. (Orange Dominicana), the mobile operator in the Dominican Republic with 3.4 million subscribers, which represents one of the biggest telecommunications operator acquisitions in the Dominican Republic History. The Orange Dominicana transaction strengthens Altice’s presence in the Caribbean where it already offers pay-TV, high speed broadband and mobile services in Martinique, Guadeloupe and French Guyana. Commenting on the transaction, Dexter Goei, CEO of Altice, stated: “We are very pleased with the acquisition of Orange Dominicana which is demonstrating strong growth and provides - through both a stateof-the art mobile communications network and a high quality management team - a perfect fit with our strategic vision to offer high quality quadruple-play services to our subscribers. Combined with our acquisition of Tricom, this is another great example of our strategy of in-market and regional consolidation.”

Tania M Castillo

P. Castillo Baez

Castillo y Castillo represented Altice Group with the legal team led by Praxedes Castillo Baez and co-ordinated by managing partner Tania M Castillo. The firm´s selection was based on its expertise and outstanding referrals. The law firm carefully reviewed the legal status of Orange Dominicana and then jointly developed the best purchase structure to deliver business growth along with reduction in competition and, combined with Tricom acquisition, may expand market reach whilst increasing cost efficiency and product diversification.

Tm.castillo@castillo.com.do www.castillo.com.do

ORANGE DOMINICANA

ACQUIRED BY ALTICE DRV Corporate Finance

Legal Adviser

TEOCO ACQUIRES AIRCOM

TOTALMOVIE AND OTT NETWORKS FORM UUX

McGuireWoods has advised TEOCO Corporation (TEOCO), the leading provider of assurance, analytics and optimization solutions to communications service providers (CSPs) worldwide in its acquisition of the AIRCOM International group of companies.

Totalmovie and OTT Networks have merged to form UUX. UUX was created to provide network operators with a one-stop, market ready Internet TV-as-a-Service (iTaaS) platform. The company is incorporated in the UK and has offices in London, Madrid, Miami, Mexico, and Sao Paulo. It will be run by a strong board and management team, headed by newly appointed CEO, Lou Schwartz.

AIRCOM is the market leader in mobile network planning, optimization and mobile performance management with its solutions and expertise being translated into direct and measurable improvements for more than half of the world’s mobile operators and over 2 billion subscribers globally.

“We have launched UUX to remove the pain for mobile and fixed operators and systems integrators looking to quickly deploy internet television services,” says Lou Schwartz, CEO, UUX.

The enlarged group of companies will serve, from its offices located in over 15 countries, a customer base of over 300 CSPs across more than 100 countries. AIRCOM’s market and technology leadership elevates and solidifies TEOCO’s position as a trusted solutions partner to manage the end-to-end process of planning, deploying and operating wireless spectrum. Led by London partners Robert Rakison and Mark Langford, the other principal members of the McGuireWoods team included senior associate Gabriella Olson-Welsh and associate Josefin Lönnborg. The firm serves as part of TEOCO’s core advisory team throughout the world. Atul Jain, founder and CEO of TEOCO said: “The addition of AIRCOM is a turning point for TEOCO. Undoubtedly, the most valuable asset in the communications industry is wireless spectrum.” Alwyn Welch, departing CEO of AIRCOM said: “Our customers will benefit from a market-leading solution portfolio delivered by a preeminent independent supplier with a significantly larger team of world-class experts.” The deal represents a strategic opportunity for TEOCO to sell to, deliver to and support customers in each region of the world with AIRCOM adding important new customers and expert staff with unmatched understanding of technology platforms and regional differences.

TEOCO ACQUIRES AIRCOM

DRV Corporate Finance

Adviser

The UUX intelligent cloud-streaming platform provides the capacity to manage and support hundreds of millions of daily internet connected device interactions for a growing market of 2 billion addressable internet television subscribers. This cloud TV platform is carrier grade and already provides OTT services to millions of consumers in 40+ countries across the globe. “We know that it’s a challenge for even the world’s largest mobile operators to successfully launch internet television services. We’ve launched UUX to enable any network operator in any territory to be able to build a successful media business. You don’t even need to be media business experts; we bring that knowledge and experience to the partnership. As long as you understand your customer, have access to a network and have a billing relationship with the consumer, we provide everything else you need. We look forward to partnering with network operators, systems integrators and content owners that are ambitious enough to want to provide the consumer with the ultimate user experience,” concluded Schwartz. TOTALMOVIE AND OTT NETWORKS

UUX DRV CorporateFORM Finance

Adviser

TMT

ORANGE DOMINICANA ACQUIRED BY ALTICE

Acquisition International | January 2014 | 73

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 attorneysat-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

playHARD The demands placed on today’s professionals are greater than ever, and when you work hard it’s important to play hard too. Acquisition International’s lifestyle section aims to provide you with a few examples of how to do just that. As it’s January we decided to avoid the new year’s resolutions and instead take a look at the brands we think could make (or enhance) their mark in 2014. Those making up our eclectic selection all have one thing in common – they’re innovating, expanding or producing beautiful products. On the subject of play, we couldn’t think of anywhere better than Monaco for a weekend away – see what we thought of the Le Méridien in Monte Carlo. If there’s anything you’d like to see in our Play Hard section, just drop the editor a line – Louise.Birkett@acquisition-intl.com

Brand Round-up

playHARD

rands b e l y t Lifes 2014 n i h c t to wa What does 2014 hold? What will we be talking about and spending our hard-earned cash on? Here at AI we’ve found our crystal ball, dusted it off and taken a peep into its depths to see which lifestyle brands it predicts are the ones to watch this year. A new name to emerge in social media is Tencent’s WeChat smartphone app. It combines features from Facebook, Instagram and Whatsapp and featured footballer Lionel Messi in an ad campaign. With 280 million active users, industry observers think this is the Chinese brand with the most international potential and if you want to keep an eye on your teenagers’ social media use this might be where you find them. Tony Burch is a fashion name to watch in 2014 – mainly because she’s linked up with FitBit to design wearable fitness technology. A US launch is due in the spring but with wearable the key mobile trend for 2014 we think this is only the start. Smitten Ice Cream – liquid nitrogen is at the heart of the California-based ice cream maker’s success. It means that artisan flavours, made with locally-sourced ingredients (a trend that’s been growing for a few years), can be frozen in front of customers’ eyes and are ready to eat straight away – eliminating the need for artificial ingredients to prolong shelf life. We suspect that if Smitten doesn’t go for the franchise market, copycat retailers will be opening soon – assuming they can find their way around the patents. If you like jewellery then Ileana Makri is a name to watch in 2014. At the end of 2013, the Greek designer launched a new fashion jewellery collection under the IaM brand, which features pieces that retail for less than $1,000. But her fine jewellery designs, which have a following of Hollywood A-listers, are still going strong and can be found at www.ileanamakri.com and high-end retailers including Barneys, Lane Crawford and Dover Street Market. Apparently, tastes in cocktails have changed and those of us who drink them are now going for something more bitter – as a result gin is the spirit to watch in 2014. And while there are more well-known brands, we think that the range offered by Hayman’s might be the one to watch. Google – how can we include Google as a lifestyle brand? Easy – the company has been active in the deals market and whether or not the famed 20% time is as dead as some reports suggest, the company is now innovating with partners: expect new ways of doing things from Google in 2014. And finally, we had to include Apple as a brand to watch for 2014 – the key question is what’s going to happen? Will the new launches the company plans this year be serious follow-ups to the world-changing products of the past or will they fail to strike?

Samsung grabbed all the headlines at this month’s Consumer Electronics Show with its 105ins curved ultra-high definition (UHD) TV, generally described as ‘gorgeous’. The company is also planning to launch the world’s largest UHD TV at 110ins in 2014. It might not have the aspirational brand that Apple has but Apple hasn’t made that TV.

Mercedesâ&#x20AC;&#x2122; s-class coupe concept was unveiled last year and was a huge hit. The car appears this year. If it looks like the concept expect drooling motoring journalists and turning heads.

Hotel Review

playHARD

ns: o locatio ased in tw er. In addition b earby: : n o c st a n re f inte l de Mo illa Saub Places o rich the Nationa nd The V itions en u Musée aloma a ib a P h e x v la e il u V o ry N ned mpora ntly ope several te . the rece llection, um o c se u in a m sidence to the m pressive mily’s re fa f this im i o ld r a a d m ugh n cale d the Gri ng journey thro 1191 an ti a the in v d ti d n p e a a d c un llroom rience a alace: fo is XV ba u o ry. Expe L Prince P tu e n th e c e 13th urtyard, since th main co gallery, n a li e a It the lbert I, th om. Prince A y b 0 l 1 a 9 throne ro n ceptio ded in 1 ith an ex ark Lagoon. m: foun ience, w ic Museu Sh sc h d e p e n ra n ri g a w o Ocean ted to m the reno a g ic in d d e d lu is inc , museum f marine fauna f the few no a, one o re a e collectio in ra. Condam nch Rivie d in the of the Fre : situate le rt u o p rc e r Port H eep-wate been at e only d sino has if not th a c e th , 1867 rench superb F no; from cing the arlo Casi fa -C , o te n rl a o C M of Monte the heart Boulingrins. es L gardens

each B n e i d ri Carlo Le Mé e t n o M Plaza, Located 35km from Nice International Airport and within walking distance of Monaco’s most renowned tourist attractions, Le Méridien Beach Plaza hotel is a wonderful serene place to stay in Monte Carlo, with its chic and contemporary atmosphere. Upon arrival we were greeted by a member of the friendly multilingual reception team and the porter escorted us our room which was very welcoming, light and airy. It was contemporary in design and had sliding glass doors opening onto a private balcony, overlooking the famous Avenue Princess Grace. The room was well equipped for our comfort and convenience. Once we had unpacked we ventured out to explore the two outdoor swimming pools and terraces. We were greeted by breath taking views out to sea and over the hotel’s own beach; the only private hotel beach in Monte Carlo. We enjoyed some sunbathing and a Swedish massage which induced further relaxation and a sense of well-being. For lunch we dinned in the Muse Restaurant, the perfect setting for summer dining, where we were able to savour contemporary flavours accompanied by a cocktail or two while taking in the amazing views over the bay of Monte Carlo and the Mediterranean. Muse offers an ideal place for refreshments and to relax and watch the world go by at any time of the day and or night. As you would expect, the list of hotel services and facilities is extensive including: 24-hour concierge service, valet parking, wifi internet access, fitness facilities and currency exchange to name a few; and nothing was too much trouble for the courteous staff to accommodate. I am already looking forward to visiting again in the near future for some well-earned rest and relaxation in these superb, luxurious surroundings.