Acquisition International January 2015

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IPO of De Tiger DT Asia Limited’s CEO, Stephen Cannon talks us through De Tiger Holdings’ Initial Public Offering of the NASDAQ-listed acquisition vehicle. / 20

Deal of the Year: Katjes International acquisition of Piasten Tobias Bachmüller, Managing Shareholder, Katjes International, tells us more about the deal and how it fits in with Katjes International’s continuing expansion across Western Europe. / 24

Also inside this issue...

Best Texas Christian Financial Planner Texas-based Strategic Financial Advisors specialize in retirement planning. We spoke to Partner, Dale Hearn, about how their business is built on trust. / 13

Deal of the Year: Cable & Wireless acquisition of Columbus International Inc. Cable & Wireless has acquired Columbus International Inc. Whilst subject to regulatory approvals in certain markets, this transaction will bring huge benefits to the region. / 35 Attorney At Law Juris Mochulskis Law Office

Acquisition International January 2015

2015’s Most Innovative Business Leaders Colin West, owner and founder of Colin’s Pack, told us more about his company’s innovative approach to dog training. / 48

William J Clough is President and CEO of CUI Global Inc. He tells us more about the firm, how it has fared over the last 12 months and what he expects the future to bring. / 47

DEEP & FAR Attorneys-at-Law 13th F1., No. 27, Sec. 3, Chung San N. Rd. Taipei 104, Taiwan, R.O.C. Tel: +886-2-2585-6688 Fax: +886-2-25989900/25978989 email@deepnfar.com.tw Deep & Far was founded in 1992 and is one of the largest law firms in this country. The firm is presently focused on the practice in separate or in combination of all aspects of intellectual property rights (IPRs) including patents, trademarks, copyrights, trade secrets, unfair competition, and/or licensing, counseling, litigation and/or transaction thereof. Since this firm edges itself into the IPRs field, the firm quickly comes to fame. As an illustration, this firm often is one of the largest sources from which foreign filing orders originate.

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

The patent attorneys and patent engineers in this firm normally hold outstanding and advanced degrees and are generally graduated from the top five universities in this country and/or the university in the US. Our prominent staffs are dedicated to provide the best quality service in IPRs. As a proof, about one half of top 100 incorporations in this country have experiences of seeking patented their techniques, but more than one fifth of the top 100 incorporations are/ were clients of this firm. Furthermore, Hi-Tech companies in the science-based industrial park located at Hsin Chu play an important role in booming the economy of this country. About one half of which have experiences in seeking patented their techniques, and out of more than 60% of the patent-experienced companies in that park have ever entrusted their IPR works to this firm.

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

www.deepnfar.com.tw

Contents January 2015

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Editor ’s Comment Happy New Year, and welcome to another packed issue of Acquisition International.

We’re truly excited about what the next 12 months have in store for global business.

Last year was a big year for dealmaking: despite a number of failed high-profile deals, global M&A activity reached US$3.5bn in 2014, the highest level since the financial crisis. And things look like they’re only going to get better, with a combination of active investors and improved confidence in the economy promising to form a potent mix for the M&A market in 2015.

In that spirit, we’ve taken a look at some of the most exciting deals of the last year. Our cover story looks at De Tiger Holdings’ IPO of DT Asia Investments Limited, an SPAC that presents exciting opportunities to address limitations that private Chinese companies face in attempting to expand internationally, including public listings overseas (p.20).

Elsewhere in the world of dealmaking, German confectionary company Katjes International recently acquired Piasten, the largest German producer of sugar-coated products. We’ve got the inside track on this sweet deal (p.24).

Deal of the Month: De Tiger Holdings’ IPO of DT Asia Investments Limited

We catch up with Mr. Stephen Cannon, CEO and Board Member of NASDAQ-listed acquisition vehicle, DT Asia Investments, to talk about this major deal. /20 News /5 The Latest News Stories From Around the World.

Also in this month’s issue, as part of a new series of features, we’ve spoken to two companies around the world to find out about the opportunities and challenges facing those planning to set up a business in their respective region. This month: Saudi Arabia and Sierra Leone (p.44).

Deal of the Month GLOBALFOUNDRIES Acquires IBM’s Microelectronics /18

Running a company is no easy task, and so this month we’ve spoken to two business leaders about their secrets to success (p.45).

2014 Leading Adviser Review /38

Rounding off this month’s issue is our new lifestyle section, LUX – your exclusive VIP pass to the world of luxury. We kick off with a look at some of the world’s most luxurious private jets – and the global superstars who own them (p.80). And gourmands are in for a treat, with our review of London’s time-honoured bastion of French cooking, L’Escargot (p.85).

Deal Diary /69 Introduced

by Zephyr/ Bureau van Dijk.

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

Lux /79 Our Monthly Glimpse into the World of the Glamorous.

Enjoy the issue.

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

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

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

Find us on/

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Acquisition International’s Legal Awards 2014 - Breiteneder Rechtsanwaelte. Attorneys at law

13/

Finance Awards 2014 - Strategic Financial Advisors

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Dealmaker of the Year - Clayton Capital Partners

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Dealmaker of the Year - Singhi Advisors

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Deals of the Year 2014

De Tiger Holdings’ IPO of DT Asia Investments Limited

24/

Katjes International Acquisition of Piasten

28/

Guaranty Trust Bank plc Acquires Fina Bank Group

30/

Prima BioMed Acquisition of Immutep SA

32/

How Good Partnerships Promote Success

33/

Centum Acquisition of a Controlling Stake in K-Rep Bank

34/

Nexstim IPO

35/

Cable & Wireless Acquisition of Columbus International Inc.

36/

Wellington Partners led series-A funding round for Nosto Solutions

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2014 Leading Adviser Review

44/

Forming a Successful Business in...

46/

2015’s Most Innovative Business Leaders

51/

Portugal: A Promising Future

53/

A Notary for Your Diary - The Seal of Approval That Every Business Needs

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Immigration and Economy

56/

Q4 Review

61/

Trademark Law: Trending to the Top

63/

Bridging Success 2015

64/

Patents: Storming the World of IP

67/

Acquisition International’s Eastern Europe Review

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Acquisition International January 2015 3

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NEWS FROM AROUND THE WORLD

News: from around the world news in brief Q3 2014: Global M&A at Post-Crisis High Global M&A value hit a post-crisis high at the end of Q3 2014, according to Mergermarket. The financial media company’s research shows the Consumer sector (US$80.9bn) was particularly active with regard to private equity exits, reaching the highest value and deal count on record.

Trade buyers swooped in for Consumer companies and took an 89.6% proportion of the sector’s total exits with 182 deals worth US$ 72.5bn, 154.3% higher than the last peak in 2012.

Energy, Mining & Utilities was the leading sector by value with 1,638 deals totalling US$632.5bn, up 47.5% from 2013. TMT continued an upswing from 2013, seeing over 400 more announcements and an 18.9% increase by value reaching US$604.2bn. However, it was Pharma, Medical & Biotech activity that stole the limelight in 2014. n

Strong Private Equity Fundraising Continues in 2014 The private equity fundraising market in 2014 has seen a total of US$486bn in capital commitments spread between the lowest number of funds in any year since 2009, according to Prequin, the alternative assets data firm.

Investors: Act On “Double Edged Sword” Strong Dollar Environment Despite the Swiss Franc grabbing the headlines recently, the US dollar will continue to make gains over other major currencies in 2015, says deVere Group strategist.

Investors must factor-in the impact of the new era of a stronger dollar into their investment strategies, according to a leading global analyst at one of the world’s largest independent financial advisory organisations.

The comments from Tom Elliott, International Investment Strategist at deVere Group, which has US$10bn under advice, follow a generally sustained dollar surge throughout 2014 and into 2015.

“Despite the Swiss Franc grabbing the headlines, on account of the ending of the CHF 1.20/Eur peg, the US dollar will continue to make gains over other major currencies in 2015,” said Elliott.

The amount of capital raised is on track to match the amount of capital raised in 2013 ($531bn), as Preqin expects the 2014 fundraising figure to rise by 10-20% as more information becomes available.

“It is difficult to see the end of the dollar rally as the Federal Reserve has signalled it will raise interest rates this year – unlike the ECB and the Bank of Japan - and investors, typically, pile into whichever currency is paying the best short-term rates.”

For the funds that did close, however, the average time to reach a final close has fallen by two months; funds that closed in 2014 took an average of 16 months, compared to 18 months on the road for funds closed in 2013. Given that the fundraising market is still so competitive, with a record 2,252 funds on the road seeking capital, it is likely that managers may continue to struggle to hold a final close in the coming year. n

“In addition, and amongst other factors, the dollar’s ascent is driven by stronger than expected US economic growth compared to that of other major economies (such as those of China, Japan and the eurozone), and by the rapidly shrinking American current account deficit.”

UK Needs to Grab Growth Opportunities, Says CBI The UK needs to seize opportunities for growth and investment against a challenging global backdrop, according to the Confederation of British Industry.

He added: “Investors need to get used to the new stronger dollar era and they should respond accordingly to this shift.

“As ever there will be winners and losers. I would suggest that those who need to rebalance their portfolios most urgently are those with significant exposure to stock markets and currencies of countries with considerable current account deficits, as capital repayments and interest will become relatively more expensive.”

Investing in small and mid-cap US-focused stocks and global consumer goods companies with strong US exposure would be worth considering at this point, says Elliott.

“In the longer term, investors could look to make use of the strong dollar by re-investing dollar cash into weaker currencies. Core eurozone stock markets and selected emerging markets could offer long-term value opportunities.”

As ever, investors need to bear in mind that reassessing portfolios is an essential element of risk reduction, Elliott said, adding that, as such, it is now worth taking advantage of the strong dollar by reinvesting accumulating dollars into non US assets.

“As with any shift in the investment environment, the stronger dollar is a double edged sword for investors – there are challenges and opportunities.

However, I am optimistic that it will, overall, present plenty of abundant opportunities for savvy investors worldwide and be generally positive for the wider global economy.” n

John Cridland, CBI Director-General, said: “The UK economy is in good shape. Whilst the pace of growth is set to cool slightly, we can expect to see solid growth this year and next.

“However, businesses are facing a choppier global backdrop. Falling oil prices should be positive for the global economy, giving a welcome boost to household incomes and lowering costs for firms, but oil majors, exporters and producers are being hit hard. The struggling Eurozone, which is now in deflation, is likely to remain sluggish for some time and looming political challenges, with Greek elections on the horizon, could further dampen growth prospects.

“So it’s all the more important that we seize opportunities for growth and investment. That means getting large international trade deals over the line - like the Transatlantic Trade and Investment Partnership (TTIP), and an agreement between India and its biggest investor, the EU.” n

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NEWS FROM AROUND THE WORLD

ASEAN: A US$150bn Healthcare Market by 2017 Asia-Pacific continues to drive global healthcare investment, innovation and growth, says Frost & Sullivan.

The dynamic healthcare landscape across the Asia-Pacific is expected to continue its strong growth momentum in areas of new entities, investments and products, with the accelerated evolution driven by innovation and opportunities afforded by ASEAN, according to global growth consulting firm, Frost & Sullivan, with healthcare delivery across both primary care and hospital services to be the mainstay of growth.

“Overcrowded public hospitals, urbanisation, disease and lifestyle trends, increasing private health insurance coverage and awareness on the importance of health management will see the private hospital market in Singapore grow at a rate of 13% between 2015 to 2020,” said Rhenu Bhuller, Senior Vice President, Healthcare, Frost & Sullivan Asia Pacific.

“With the aim to shift patient loads from hospitals to primary care, governments in South East Asia are driving initiatives to create a more robust primary healthcare sector, even while they focus on improving basic healthcare access and services,” Bhuller added.

The private primary healthcare services market in Singapore is expected to exceed US$3bn by 2020 and provides opportunities across the healthcare value chain.

services to become an ideal home health integrator, bringing healthcare monitoring to the home. One of the largest transformations will be the merger of healthcare and technology, be it home healthcare, home monitoring or wearable devices. This has happened in countries such as the US and South Korea and is expected it will take off in countries like Singapore, Malaysia and Indonesia next.

A Blockbuster Year for Mergers and Acquisitions 2015 is expected to see even more mergers and acquisitions in the healthcare space, with deals to eclipse the transaction values of 2014. Biotech companies will be more bullish in terms of product research and development. Additionally, there is likely to be more Asia-focused mergers and acquisitions, leading to healthcare companies that can become big brands in Asia and ultimately globally.

“The industry is mired in a transitional phase where traditional global markets have been exhausted for growth, yet the opportunities for new services and care (ambulatory/mobile/home care) lack the appropriate level of development and infrastructure to seamlessly launch novel solutions. However, the Asia Pacific region (ex-Japan) will continue to provide double digit growth in 2015 at 11% compared to the global average of 5%,” Bhuller added. n

Other major trends that will impact the healthcare sector in 2015 are: Regulatory Harmonisation The potential synergy for certain segments such as medical devices and consumables within the ASEAN region will potentially see more manufacturing investments taking place and increasing the flow of products and services around those regions. With strong support from governments around the region, this development is likely to take place in stages from the middle of the year. Health technology assessments in South East Asian countries will also start to be implemented and will have an impact on the pricing and availability of newer healthcare products.

Stronger Regulatory Crackdown With the market being more open and ease of securing healthcare products commercially, there is also expected to be a greater regulatory focus on policies and practices linked to protecting the consumers. There would be an increasing application of healthcare education and prescribing responsibility for healthcare professionals, where healthcare diagnostics or products prescribed are influenced by the best interests of the consumer and less by unethical marketing practices.

Microsegmentation Strategies With increasing urbanisation, healthcare delivery in the public sector is challenged with public hospitals in urban areas especially overburdened. This growing middle class with varying levels of healthcare needs and affordability will lead to tiered services offerings under the same umbrella hospital group to cater to different customer segments with varying levels of affordability.

Pharmacies Undergo Transformations One of the biggest developments in the healthcare scene in Asia will be the evolution of pharmacies as a channel for diagnostics, compliance and treatment.

This will include patient compliance, preventative healthcare and over the counter treatments which can lead to the development of strong community health and ease the load on emergency rooms and healthcare practitioners, and could have a longer term impact on reducing healthcare costs.

Telecoms Launch Home Health Platforms The ability to reach consumers will be a key driver for healthcare manufacturers and providers. Telecommunication companies are one of the potential platform partners who can address this need by leveraging brand name and existing

Acquisition International January 2015 7

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NEWS FROM AROUND THE WORLD

European Real Estate: Interest in Secondary Assets and Recovering Markets Still Rising New report finds that, in spite of economic uncertainties in Europe, property remains fertile ground for investors.

Competition for prime assets in Europe’s major real estate markets is leading property investors to continue their move into secondary assets and recovering markets, according to Emerging Trends in Real Estate Europe 2015, a forecast published jointly by the Urban Land Institute (ULI) and PwC. The report highlights a surge in popularity for real estate investment opportunities in a number of cities that were hit particularly hard during the last market downturn, with dramatic rises in this year’s city rankings for Madrid (up 16 positions), Athens (up 23 positions), Birmingham (up 14 positions), Amsterdam (up 17 positions) and Lisbon (up 17 positions).

The report finds that in spite of economic uncertainties in Europe, property remains fertile ground for investors. 70% of investors expect more equity and debt will flow into their markets this year in a quest for the best real estate. The biggest problem investors are anticipating is a shortage of assets, ahead of the challenges of regulation or the cost of finance. A large majority of investors (82%) believe the availability of suitable assets will have a moderate or significant impact on their business this year.

As a result, real estate investors – armed with capital from sovereign wealth funds and pension funds from Asia and North America – are moving into less competitive environments, looking at secondary cities, secondary assets and development opportunities. Berlin, for example, has replaced Munich as Europe’s top market for investment, as it is viewed as less costly than other major German cities.

Lisette Van Doorn, chief executive of the ULI Europe, said: “As confidence has returned to global real estate markets over recent years, there has been a progressive movement up the risk curve. Investors have found prime assets expensive and hard to source, and have in turn looked to find new opportunities in recovering secondary cities, secondary assets and development opportunities, as well as new or alternative real estate classes. The trend has been prevalent in the U.S. for a few years and was first highlighted in last year’s Emerging Trends Europe report when investors were looking at Ireland and Spain. However, this year’s report sees this sentiment gather pace with Athens, Amsterdam, Birmingham and Lisbon all being cited as potential hot spots of interest.”

Simon Hardwick, real estate partner at PwC Legal and one of the authors of the report, said: “Real estate investors will face a tricky balancing act in 2015. The market is awash with capital surging into Europe from around the world. On the face of it, this is a nice problem to have, but we expect to see prices continuing to rise due to a shortage of assets. And despite an uncertain economic climate across Europe, investors will have to look beyond the major markets to secondary cities and assets they may not have considered before. This presents both an opportunity and a challenge.

other markets. The interest in the private rented sector is particularly marked in the UK and Germany. Other sectors that look attractive to investors are logistics, fuelled by consumers’ increasing digital shopping habits, and healthcare.

Top Investment Markets for 2015 The top five European real estate investment markets in 2015 are predicted to be: Berlin – The city has moved up the rankings from last year, knocking Munich off the top spot for investment prospects this year. Historically dominated by domestic buyers, Berlin’s investment climate has now changed as international investors pour capital into the city. The city is a hotspot for media and technology and its young population has helped boost the investment appeal of its residential sector.

Dublin – Ranked again in second place, the city has had another strong year in which investors have jostled for opportunities. It has a good story to tell: strong rental growth based on low supply, employment growth and an improving economy. Office rents and values are recovering strongly but still have some way to go before they reach their pre-crisis peak.

Madrid – the Spanish city has shot up the rankings for investment prospects this year and many overseas investors are targeting the city. But whether Spain offers solid, long-term business prospects is hotly debated among opportunistic investors.

Hamburg – The city has slipped by one place this year, but this is mainly due to investors looking to smaller, less established markets rather than any real decline in the city’s fundamentals. International investors are flooding into Hamburg, accounting for half of the 2.4bn euros of deals in the first three quarters of 2014.

Its growing population means the residential sector is thriving.

Athens – Athens is the biggest mover on the list this year, zooming 23 places to number 5. In recent Emerging Trends surveys, investors have indicated a willingness to enter other distressed markets such as Spain, Ireland and Italy, but Greece is starting to gain attention. Although Europe’s hardest-hit economy remains fragile, a few trailblazing investors are moving in to take advantage of pre-rebound opportunities. n

“The wave of capital rich investors entering European real estate markets is savvy and sophisticated. Their need to preserve and create new wealth will, for some, see a move away from core markets where many feel there is little value to be gained and into assets, developments and cities that give them the opportunity to achieve better returns. There is a focus on the big social and demographic trends that are shaping our world and changing the way we live. Smart investments will be the types of property that benefit from population growth, urbanisation, an ageing society and technological innovation. Nonetheless, we expect this next part of the cycle to be balanced by increasing concern about the resulting risks.”

An interesting consequence of the balancing act is that the appetite for residential investment is growing, stimulated by a housing shortage in London and some Acquisition International January 2015 9

panama

FOLIO GROUP The Folio Group is a leading, multi-jurisdictional offshore service provider to Investment Funds, Insurance Companies and Business Companies. Founded in 2001 in the British Virgin Islands, the Group now has additional offices in the Cayman Islands, Malta and Panama and is represented in a number of other important financial services centres, such as Barbados, Delaware and Anguilla.

The Group utilises a wealth of product and industry knowledge to provide specialist services that include Fund Structuring and Administration, Insurance Management, Corporate Management and Director Services.

Blue British mail box in the British Virgin Islands

Our primary focus is providing our global clientele with a complete range of tailored solutions and value added services. As a fully independent practice, we allow our clients to benefit from our wealth of experience and our established relationships with banks, brokers, custodians, auditors, advisors and lawyers.

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“providing tailored solutions and value added services” malta

Contact the Folio Group for more information on our services and methodologies.

Folio Chambers, PO Box 800, Road Town, Tortola, VG1110, British Virgin Islands Tel: +1 284 494 7065 Fax: +1 284 494 8356

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“strict attention to detail and timely service delivery”

LEGAL AWARDS 2014

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Best in Investor Protection Law - Austria

Company: Breiteneder Rechtsanwälte Name: Eric Breiteneder Email: office@breiteneder.pro Web: www.breiteneder.pro Address: Walfischgasse 5 1010 Vienna, Austria Phone: +43 (0) 1 512 98 88 Fax: +43 (0) 1 512 98 88 88

Best in Investor Protection Law – Austria

Breiteneder Rechtsanwaelte. Attorneys at Law Breiteneder Rechtsanwälte are Attorneys at Law, specialising in Investor Protection.

The financial crises and various scandals in banking and finance, some of them with worldwide impact, made one point clear: Investor protection is a critical asset in any marketplace. And, without an effective way to recover losses caused by breaches in regulation, investors are likely to lose interest in the market itself.

Breiteneder Rechtsanwälte: Attorneys at Law, works together with international Investor organisations and is a founding member of the International Financial Litigation Network, with its seat in New York.

We realised that effective investor protection needs an international approach. We go beyond borders of

national or even European jurisdiction and look for the most effective ways to recover losses of clients who trusted in wrong or misleading information or based their investment decision on incorrect advice from their advisers.

Our firm has a strong market position, acting on behalf of victims in white collar crime cases and collective redress. Europe is far away from a unified collective redress system and, in fact, the number of cases in which a group of individuals suffer damages due to one cause is growing, especially with regards to losses connected to financial products.

“Our office has served successfully thousands of Austrian and international private and institutional investors. We also support our clients to find ways to finance their court procedures. The way forward for investor protection is through collective redress that takes in consideration the interests of the defendants as well as the plaintiffs,” says the firm’s founder, Eric Breiteneder.

Breiteneder Rechtsanwälte: Attorneys at Law never loses the focus to fight on behalf of their clients and strives to restore confidence in financial markets by improving investor protection in Austria, Europe and worldwide. n

Acquisition International January 2015 11

FINANCE AWARDS 2014

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Strategic Financial Advisors

Company: Strategic Financial Advisors Name: Dale Hearn, CFP®, CRPC®, ChFC, CMFC® Web: www.houstonstrategic.com Address: 14550 Torrey Chase Suite 270, Houston, TX 77014 Phone: (281) 444-8732

Best Texas Christian Financial Planner

Strategic Financial Advisors Texas-based Strategic Financial Advisors specialize in retirement planning. We spoke to Partner, Dale Hearn, about how their business is built on trust.

Because this is such a “relationship business built on trust” we like to work with conservative folks. Our mission statement – “to help you to become good stewards of your financial resources” - was derived from the parable of the talents in Matthew 25. We have recently made a big commitment, by bringing in two extremely qualified, but younger advisors, so we can serve other age groups besides our own.

One major change we’re facing is the DOL (Department of Labor) regulations, which is the greatest change since ERISA (Employment Retirement Income Security Act) began in the ‘70s on qualified plans, and has created major administrative changes - but we seem to have been able to handle it.

With these changes has come a raft of new and advanced technologies. This has been a challenge but probably only for me! My partner is seven years

younger than me and is much more comfortable with the new technology we have to use. This is the same with the younger planners and we, as a business, are very committed to keeping our firm on the cutting edge. As we speak, E Money is our primary financial planning software.

Winning this award is highly satisfying and serves as recognition of some things I set my mind on at the very beginning of my career. For example, we decided, as a firm, that on annual CE requirements (*continuing education) we would take hard, educational courses that lead to an additional designation; rather than easy online courses that teach nothing.

I can sum up my philosophy with two statements.

One is that I treat others as I would like to be treated.

(*got that one from the Bible also). The second is that I believe in full disclosure – something that has served me well during my 20 years as a FINRA industry arbitrator!

I think the major challenge we face as we move into 2015 and beyond is the regulatory environment.

Things have changed drastically and have gotten much more complicated throughout my 30 years in this business. n Investment Advisor Representative of Investment Advisors, a Registered Investment Advisor and a division of ProEquities Inc. Securities offered through ProEquities Inc., a Registered Broker-Dealer, Member FINRA & SIPC Strategic Financial Advisors is independent of ProEquities Inc.

Acquisition International January 2015 13

providing timely, qualitative value added legal solutions to our client’s business needs.

George Etomi & Partners was established in 1984, and we have rapidly grown to become one of the foremost commercial law firms in the Country with offices strategically located in Lagos, Abuja and Port Harcourt.

Our mission is to provide timely, qualitative value added legal solutions to our client’s business needs.

We have the capacity and reputation for rendering top quality legal services comparable with the best obtainable worldwide.

We adopt a constructive, creative and commercial approach to the different problems of our clients, at the same time offering advice and facilitating the development of their businesses.

AREAS OF PRACTICE Our Practice Areas are divided into several key departments to more effectively cater to the unique needs of each individual client: Aviation Law Banking and Finance Business Development Capital Market Consultancy Corporate Restructuring Environmental Law • Government & Regulatory l

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

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info@geplaw.com

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

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DEALMAKER OF THE YEAR

Clayton Capital Partners

View of the Gateway Arch - St Louis, Missouri

Company: Clayton Capital Partners Name: Kevin Short Email: kshort@ claytoncapitalpartners.com Web: www. claytoncapitalpartners.com Address: 8112 Maryland Avenue, Suite 250 St. Louis, MO 63105 With offices in Denver and Dallas Phone: +1 314-725-9939

Clayton Capital Partners Kevin Short is the Managing Partner and CEO of Clayton Capital Partners, a St. Louis-based investment banking firm, specializing in mergers and acquisitions for middle-market companies ($10M to $200 in value). He is the author of ‘Sell Your Business For An Outrageous Price: An Insider’s Guide to Getting More Than You Ever Thought Possible’ (AMACOM Books, 2014).

“After years of observing similar companies sell for wildly different prices, I decided to figure out why that happened and how I could make premium prices happen for my sellers,” says Short. First, he created a process to lay the groundwork to transform a good price into an outrageous price. “I define an outrageous price as one that is at least twice the EBITDA multiple of an average company in the industry.”

Once a company is prepared to cross swords with professional buyers in the marketplace, Kevin orchestrates a process that brings to the closing table the best buyer — one who is anxious to purchase the company because doing so will create tremendous gain or alleviate significant pain.

“It is all about leverage,” explains Kevin, “Finding it, positioning it and leveraging it.” The Outrageous Price Process™ works when four elements are in place: a company with a competitive advantage, a deep-pocketed buyer who will benefit greatly either from purchasing that competitive advantage or alleviating the pain the seller’s company can cause, a seller who can go the distance and an investment banker who understands how to put all the pieces together.

Recognized as a leader in purchase and sale transactions of mid-size businesses spanning a wide range of industries, Short has orchestrated more than 150 purchase/sale transactions with an aggregate

value of more than $1 billion. Clayton Capital Partners has been recognized by Thomson Reuters, Mergerstat and Investment Dealers’ Digest as a top U.S. M&A firm.

Kevin freely admits that there’s a little larceny in his heart. “I get a kick out of making lots to money for my clients. I really enjoy selling a company for $16 million instead of $8 million.” He also relishes the gamesmanship that goes into orchestrating an outrageous sale. “I revel in the fact that there’s never a predictable plot line to The Outrageous Price Process™ and that I must extemporaneously handle the many personalities and challenges than inevitably arise.” Twenty-five years of experience, both as a business owner and as an adviser in this marketplace, enable Kevin to aggressively and intelligently pursue his clients’ objectives during the turbulence that characterizes every transaction.

Short writes and speaks frequently on the topic to journalists, groups of business owners, advisers to business owners and academics. In addition to contributing to various national trade and business publications, Short is the co-author of Cash Out Move On: Get Top Dollar — And More — Selling Your Business (Business Enterprise Institute, Inc. 2008).

As Chairman of the Board of the Today and Tomorrow Educational Foundation, Kevin is a determined and longtime advocate of making topflight education available to children from economically disadvantaged backgrounds. n

“

I get a kick out of making lots to money for my clients. I really enjoy selling a company for $16 million instead of $8 million.

”

Acquisition International January 2015 15

Unique experience and skill sets to add value to any transaction Karlin Real Estate is an investment firm targeting opportunistic aquisitions and financing of commercial, hospitality and multi-family properties across the United States. The firm takes a value add approach by aquiring real estate assets across a broad range of geographical markets and product types.

Since 2009 Karlin has acquired and financed close to $1 Billion of transactions representing approximately 10 million square feet across the US and Europe. Karlin Real Estate is an affiliate of Karlin Asset Management, a private investment firm managing over $1.4 Billion of unleveraged equity capital.

42 Brook Street, Mayfair London W1K 5DB UK Telephone: +44-020-3709-6000 Fax: +44-020-7958-9090

info@karlinre.com

www.karlinre.com

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DEALMAKER OF THE YEAR

Singhi Advisors

Company: Singhi Advsors Private Limited Name: Mahesh Singhi, Founder & Managing Director Email: mahesh@singhi.com Web: www.singhi.com Address: Corporate Headquarter, 1307, Crescenzo, Opp Mca Club, Bandra-Kurla Complex, Mumbai-400051, India Phone: +91 22 6149 6666 Fax: +91 22 6149 6677

Singhi Advisors Mahesh Singhi is Founder and Managing Director at Singhi Advisors Pvt Ltd. Here, he tells us more about his firm.

Singhi Advisors (www.singhi.com ) is an independently owned, well researched and proactive global Investment Banking firm, providing result oriented services in mergers & acquisitions (M&A) and capital raising for over two decades.

With a team of over 40 aggressive and experienced professionals working across different offices in India and Australia and keeping up with its track record of diversity in the deal making, Singhi Advisors have exclusively advised over 100 transactions across 18 sectors/sub-sectors, dealing with family owned business houses as well as professionally managed companies, publicly listed companies as well as privately owned companies, fortune 500 companies as well as small to midsized companies, cash backed transactions to equity swaps, transactions between healthy clients to distressed situations, etc.

As an exclusive Indian member and strategic stake holder in Mergers Alliance (www.mergers-alliance. com), a network of 20 independent leading investment banks from across the globe, with a collective strength of 450 professionals, spread over 50 offices in 25 countries, Singhi is uniquely positioned to offer its clients an international platform, seamless service and enhanced access to global opportunities The past 12 months have been very lucrative for Singhi Advisors. Some of the transactions that the firm has been involved in include: Exclusive financial advisor to Span Diagnostics for business sale to Arkay Inc

Exclusive financial advisor to Ducab Dubai for Acquisition of AEI Cables. Acquisition of AEI Cables, UK by Ducab Dubai Cable Co Pvt Ltd, a billion $ Dubai/Abu Dhabi government owned company.

TO SPEAK TO SINGHI ADVISORS, CONTACT: NEHA GUPTA, AVP-OPERATIONS & EA to MD Email : neha@singhi.com | Mobile : +91 99874 06666 Tel : +91 22 6149 6699 (Direct) n

Exclusive financial advisor to Vacations Exotica. Sale of brand & business - Sale of Travel business of Vacation Exotica to Balmer Lawrie

Acquisition International January 2015 17

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DEAL OF THE MONTH

GLOBALFOUNDRIES Acquires IBM’s Microelectronics

Company: GLOBALFOUNDRIES Name: Marco Chisari Email: Marco.Chisari@ globalfoundries.com Web: www.globalfoundries.com Address: Santa Clara, California, 2600 Great America Way, Santa Clara, CA 95054 USA Phone: +1 408-462-3900

GLOBALFOUNDRIES Acquires IBM’s Microelectronics In October, GLOBALFOUNDRIES, the worldwide semiconductor manufacturer, announced its intention to acquire IBM Microelectronics, the firm’s global commercial semiconductor technology business. We spoke to Marco Chisari, Head of Corporate Development and M&A at GLOBALFOUNDRIES, to find out more about the deal – the latest step in the firm’s worldwide growth.

GLOBALFOUNDRIES, launched in March 2009, is the world’s first full-service semiconductor foundry with a truly global manufacturing and technology footprint.

Formed through a partnership between AMD and the Advanced Technology Investment Company (ATIC), now Mubadala Technology, GLOBALFOUNDRIES provides a unique combination of advanced technology, manufacturing excellence and global operations – the firm is based in Silicon Valley with manufacturing operations in Dresden, Germany; Malta, New York, and Singapore. These sites are supported by a global network of R&D, design enablement, and customer support operations in Asia Pacific the United States, and Europe.

GLOBALFOUNDRIES has undergone continuous growth and diversification since its inception six years ago.

In January 2010, GLOBALFOUNDRIES acquired Singapore-based Chartered Semiconductor Manufacturing Co. Ltd., for a total of US$3.9bn, with Chartered’s operations being folded into GLOBALFOUNDRIES, significantly expanding its capacity and ability to provide best-in-class foundry services from mainstream to the leading edge.

In October 2014, GLOBALFOUNDRIES and IBM announced a definitive agreement under which GLOBALFOUNDRIES will acquire IBM Microelectronics, the firm’s global commercial semiconductor technology business, including intellectual property, world-class technologists and technologies related to IBM Microelectronics.

Under the terms of the deal, which is still pending regulatory review, GLOBALFOUNDRIES will also become IBM’s exclusive server processor semiconductor technology provider for 22 nanometer 18 Acquisition International January 2015

(nm), 14nm and 10nm semiconductors for the next 10 years.

As part of the agreement, GLOBALFOUNDRIES will gain substantial intellectual property, including thousands of patents. As a result, GLOBALFOUNDRIES will become the holder of one of the largest semiconductor patent portfolios in the world.

GLOBALFOUNDRIES also will benefit from an influx of one of the best technical teams in the semiconductor industry, which will solidify its path to advanced process geometries at 10nm and below. Additionally, the acquisition opens up business opportunities in industry-leading radio frequency (RF) and specialty technologies and ASIC design capabilities.

The strategic reasoning behind the deal, says Marco Chisari, Head of Corporate Development and M&A at GLOBALFOUNDRIES, was technology. “IBM is one of the world’s leading technology companies,” he says. “With this deal, we are increasing our technological capabilities.”

For GLOBALFOUNDRIES the deal represents, most importantly, technological differentiation and additional revenue.

And, by acquiring a division of one of the world’s largest technology corporations, GLOBALFOUNDRIES is making a significant mark on the US, Chisari says.

“The deal will increase our presence, in a very high quality way, in the US.” The most important thing, he says, was to understand the priorities. “Once we figured out the needs of both sides, how to make the deal a win-win situation, we had cracked the code,” he says. “We structured a very positive commercial agreement for both parties.”

The deal was – understandably for a transaction of this size – extremely complicated, says Chisari, not least because IBM’s Microelectronics division employs around 5,000 people who are bestin-class at their jobs. “There was an important emotional aspect to the deal,” says Chisari, adding that GLOBALFOUNDRIES wanted to ensure that IBM’s staff would be well looked-after following the acquisition.

GLOBALFOUNDRIES will acquire and operate existing IBM semiconductor manufacturing operations and facilities in East Fishkill, New York and Essex Junction, Vermont, adding capacity to serve its customers and thousands of jobs to GLOBALFOUNDRIES’ workforce.

GLOBALFOUNDRIES plans to provide employment opportunities for all IBM employees at the two facilities who are part of the transferred businesses, except for a team of semiconductor server group employees who will remain with IBM. After the close of this transaction, GLOBALFOUNDRIES will be the largest semiconductor technology manufacturing employer in the Northeast.

The acquisition bolsters semiconductor manufacturing and technology development in the United States. GLOBALFOUNDRIES has robust capital expenditure plans in 2014-2015, with the majority being invested in New York.

GLOBALFOUNDRIES has already created nearly 3,000 direct jobs in New York and thousands more indirect jobs in the United States since 2009.

From IBM’s perspective, the deal will allow it to further focus on fundamental semiconductor research and the development of future cloud, mobile, big data analytics, and secure transaction-optimised systems. IBM continues its previously announced

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DEAL OF THE MONTH

GLOBALFOUNDRIES Acquires IBM’s Microelectronics

“

With this deal, we are increasing our technological capabilities.

The deal will increase our presence, in a very high quality way, in the US.

”

US$3bn investment over five years for semiconductor technology research to lead in the next generation of computing. GLOBALFOUNDRIES will have primary access to the research that results from this investment through joint collaboration at the Colleges of Nanoscale Science and Engineering (CNSE), SUNY Polytechnic Institute, in Albany, New York.

IBM reflected a pre-tax charge of US$4.7bn in its financial results for the third quarter of 2014, which included an asset impairment, estimated costs to sell the IBM microelectronics business, and cash consideration to GLOBALFOUNDRIES. Cash consideration of US$1.5bn is expected to be paid to GLOBALFOUNDRIES by IBM over the next three years. The cash consideration will be adjusted by the amount of working capital, which is estimated to be US$200m.

Chisari is unable to comment on GLOBALFOUNDRIES’ specific plans for future expansion. But he says the company will continue to keep a close eye on any technology industry developments. “We will continue to monitor the dynamics of the industry,” he says. n

Acquisition International January 2015 19

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DEAL OF THE YEAR

De Tiger Holdings’ IPO of DT Asia Investments Limited

DT Asia Investments Limited Company: DT Asia Investments Limited Name: Stephen Cannon Email: steve@DTAsiaInvest.com

De Tiger Holdings’ IPO of DT Asia Investments Limited Mr. Stephen Cannon is CEO and Board Member of DT Asia Investments Limited, a NASDAQ-listed [NASDAQ: CADTU] acquisition vehicle, sponsored by the De Tiger Group of Hong Kong.

De Tiger Group (“De Tiger”) was founded by the Ng family of Hong Kong, and is focused on private investments in Asia with a specific emphasis on Greater China. On September 30, 2014 De Tiger successfully completed the flotation of DT Asia Investments Limited (“DT Asia”) on NASDAQ, with a US$69 million IPO [NASDAQ: CADTU]. DT Asia has 18 months to complete the acquisition of an operating business in China or Asia, via effectively a “reverse merger”. DT Asia is headed by Mr. Stephen Cannon, a Wall Street veteran with deep China and SPAC experience, and is bolstered by several board members with lengthy and successful investment track records in China. EarlyBirdCapital, Inc was the lead underwriter for the U.S. IPO, which priced on September 30, 2014.

Mr. Cannon, DT Asia’s CEO and Board Member, stated: “DT Asia is currently searching for a private Chinese company with more than US$30 million of 2014 earnings, audited to a certain degree, with an ‘offshore’ holding company, in need of approximately US$69 million of cash and interested in a reversemerger to become publicly-listed on NASDAQ in the US. We are not limited by any specific industries, except those that are restricted from foreign ownership. We are interested most in quality management teams with high growth businesses that are building strong domestic and international brands and a strategic benefit from a US public listing. We are happy to speak to anyone with such interests and can be reached at steve@DTAsiaInvest.com.”

What Are SPACs? DT Asia is an investment company commonly referred to as a Special Purpose Acquisition Company, or “SPAC”. SPACs are formed for the sole purpose of doing an IPO to raise capital, and then “acquiring” an operating business by either a cash purchase of assets or (more commonly) a share 20 Acquisition International January 2015

exchange (reverse-merger). Institutional investors are attracted to SPACs because their IPO purchase price (plus additional cash from the sponsor) are placed into a trust that invests solely in risk-free US treasuries. Once the acquisition target is announced, then investors have the option to (i) retain their equity ownership in the post-merger publicly-listed company, or instead (ii) receive their proportionate cash in the trust. Some investors consider their investment in the SPAC IPO as an “alternative to holding cash”, because they can receive the US treasuries yield earned by the trust, plus the extra funds from the sponsor.

Prior to the Global Financial Crisis in 2008, SPACs had grown popular as an alternative method for private companies to become public, via a reversemerger with a SPAC, and avoid market uncertainties of a traditional IPO. Several high-profile global financial leaders, including private equity firms and investment banks, raised SPACs for this purpose.

SPACs grew in number and size with several hundred SPACs raised and up to almost $1 billion in size.

Prior to the Global Financial Crisis, approximately a dozen China-focused SPACs were raised between 2005 to 2008. DT Asia’s successful 2014 IPO was effectively the first true China-focused SPAC in the last 6 years, and reopened this market. Prior to DT Asia, Mr. Cannon was a co-founder of one of the last China-focused SPACs raised prior to the Global Financial Crisis, Hambrecht Asia Acquisition Corp, or “HAAC”. HAAC successfully completed its reversemerger acquisition during the difficult post-Global Financial Crisis period in early 2010, with the target SGOCO Group [NASDAQ: SGOC].

DT Asia’s Board Member Dr. Foelan Wong commented: “SPACs provide excellent opportunities for private companies to transform into publicly listed

companies, with greater certainty and control over the process. SPACs can offer a variety of solutions for target companies from raising needed capital, to possible monetization for earlier investors, to increasing their industry stature by becoming publicly traded Company with a public acquisition currency.

Our experience is that larger Chinese companies, in terms of pre-IPO valuations, have had greater access to public listings overseas. In addition, companies in high-tech and capital-intensive industries, namely technology, financials, and bio-technology, are among those Chinese industries better represented by overseas listings. We have also found that stock markets which value businesses more fully and fairly based on their individual historical success and future outlooks, are more desired by Chinese managements and owners. These higher quality companies, seek to avoid capital markets without these characteristics, and which correlate with greater under-pricing of IPOs. In this regard, we believe the SPAC can provide a fair platform for high quality companies, and we are happy to speak to anyone with such interests.”

DT Asia’s IPO Terms DT Asia sold 6,860,063 units (including first closing and overallotment exercise) to the public at an IPO price of US$10.00 per unit. In addition, De Tiger (the “Sponsor”) along with the underwriter EarlyBirdCapital, completed an additional US$4,551,534 of concurrent private placement purchases from the Company. The SPAC then placed $10.20 per unit into a trust – Consisting of the US$68,600,630 of IPO proceeds plus an additional US$1,372,013 from the private placements. The remainder of the private placement was used for formation, offering expenses and working capital.

The unit sold in the IPO consists of: (i) one (1) ordinary share; (ii) one warrant to acquire one-half

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DEAL OF THE YEAR

De Tiger Holdings’ IPO of DT Asia Investments Limited

Acquisition International January 2015 21

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(1/2) of an ordinary share; and (iii) one right to receive one-tenth (1/10) of an ordinary share. The units, ordinary shares, warrants and rights all trade separately on Nasdaq under the symbols “CADTU”, “CADT,” “CADTW” and “CADTR,” respectively.

Prior to the IPO and the concurrent private placements, the SPAC initially issued founder shares to the Sponsor, management and Board Members equal in amount to 20%, assuming the IPO shares equalled 80% of the Company (thus excluding the private placement securities in the calculation). The origin of this structure was designed for the SPAC to mimic the carried-interest incentive structure of traditional private equity funds.

DT Asia’s Board Member Mr. Jason Wong commented: “The SPAC is a unique form of listing.

First, the SPAC is created by a team of senior private equity managers and investment bankers to complete an initial public offering; becoming a “pure cash” listed company. Next, the SPAC team searches for companies to acquire through a reverse merger, after which the target company receives the cash previously raised in the SPAC’s IPO. Overall, the target company is able to achieve a lower cost for both the public listing and raising capital, as well as certainty for existing shareholders to immediately enjoying the benefits of conversion of their private ownership into that of a listed company.

“SPACs should be regarded as an equity fund that is already listed on a stock market. This is different from a general private equity fund, in that the SPAC has already solved, in advance, the issues of raising lower-cost public capital and providing existing investors with an exit strategy. Moreover, a SPAC can offer a greater variety of options and opportunities for overseas listings of Chinese companies. We look forward to having the opportunity to assist redchip Chinese companies, in particular those with outstanding management teams, high profitability and growth potentials in their overseas listings.”

Professional Team EarlyBirdCapital, Inc. acted as sole book-running manager for the offering and Aegis Capital Corp. and I-Bankers Securities, Inc. acted as co-managers for the offering. EarlyBirdCapital is widely credited as the inventors of the current SPAC structure and the market leader in SPAC IPOs in the U.S. Hong Kong harbour

DEAL OF THE YEAR

Ellenoff Grossman & Schole LLP acted as U.S. legal counsel, while Ogier acted as British Virgin Islands legal counsel, to the Company and Graubard Miller acted as legal counsel to the underwriters.

De Tiger’s CEO, Vincent Ng, commented: “De Tiger is very excited about the prospects of the SPAC structure to address limitations that private Chinese companies face in attempting to expand internationally, including public listings overseas.

We are confident that we have assembled the best team possible and have the support of the leading professional firms in the SPAC market.”

DT ASIA Management and Selected Board Members include: Mr. Stephen Cannon - CEO, Principal Financial Officer and Board Member China Focus – Mr Cannon has been a partner at boutique merchant banking firms focused on China since 2010. Mr. Cannon began focusing on China in 2005, when he established the Shanghai office for the U.S. Investment Bank, WR Hambrecht + Co. Over the next 4 years, he built the firm’s China business into the #2 most active U.S. Investment Bank underwriting mid-cap SME Chinese offering in the US. SPAC Experience – While at WR Hambrecht, he was involved in several China-focused SPAC transactions as M&A advisor and underwriter. In 2008, he was a co-founder and initial CFO of the Hambrecht Asia Acquisition Corp (“HAAC”) SPAC. Mr. Cannon identified the SPAC’s ultimate acquisition target (SGOCO Group Limited [NASDAQ: SGOC]) and negotiated a successful transaction with that company.

Additionally in 2008, Mr. Cannon was a co-founder and Chief Financial Officer of Ruslan Acquisition Corp, a Russia-focused SPAC that received Euronext approval for a $300 million IPO, with committed lead underwriters of Credit Suisse and Morgan Stanley.

The IPO was indefinitely postponed after the Russian invasion of George in Aug 2008.

Wall Street Experience – Mr. Cannon began his investment banking career in 1991 at Salomon Brothers. He continued corporate finance at Smith Barney, Donaldson Lufkin & Jenrette (1994 to

De Tiger Holdings’ IPO of DT Asia Investments Limited

2000), and then ABN-Amro Securities. His career has spanned several industry and product groups, including M&A, high yield financings, leveraged buy-outs and restructurings, public equity and debt, private equity and debt.

Dr. Foelan Wong - Board Member Investment Experience -- Since October 2013, Mr. Wong has served as a Managing Director of Great Wall Pan Asia International Investment Company Limited, a wholly-owned subsidiary of China Great Wall Asset Management Corporation Limited (GWAM). GWAM is one of the four largest stateowned asset management companies in China. From 2012 to 2013, Mr. Wong was a Director of ABCI Asset Management Limited, a subsidiary of Agricultural Bank of China Limited (HKSE: 1288) (ABC). ABC is one of the four largest commercial banks in China.

Previously, he was a Managing Director of HEC Group Ltd., as well as an investment manager for three Hong Kong publicly-listed companies. He has also served as Senior Executive of Total Securities (HK) Limited and Qi Yuan Asset Management (H.K.) Limited, both of which are well known regional investment boutiques in Hong Kong. Previously, he also served as a Manager of Okasan International (Asia) Limited, a subsidiary of Okasan Securities Group (Tokyo: 8609).

Mr. Jason Kon Man Wong - Board Member Investment Experience -- Since 2013, Mr. Wong has served as a board member of Whiz Partners Asia Ltd., an investment advisory company focused on assisting Japanese companies expanding in Asia. Previously since 2000, he served as a board member of Fortune Capital Group Ltd., an investment company. From 1993 to 2000, he was a financial consultant of Transpac Capital Limited, one of the largest and oldest private equity funds and venture capital funds in Asia. From 1992 to 1993, Mr. Wong was an auditor for Ernst & Young CPA (Hong Kong), and for Clay & Co. (US) from 1989 to 1992.

Public Board Roles -- Mr. Wong has served as a director of several publicly listed companies, including: Group Sense International Limited (HKSE: 601); Neo-Neon Holdings Limited (HKSE: 1868); Polyard Petroleum International Group Limited (HKSE: 8011); China Shen Zhou Mining & Resources, Inc. (ASE: SHZ).

Mr. Hai Wang - Board Member Investment Experience - Mr. Wang founded Top (HK) Investment & Development Ltd. in 2009, and has been the Company’s Executive Director and led all of its investments since its inception. The company manages a private equity fund focused on emerging market sectors involving the TMT industry, green energy, Bio Tech., and financial industry sectors.

Operating Experience - From 2008 to 2009, he was the Chief Operating Officer of MTV China, one of the largest subsidiaries of MTV, the world’s largest music television network and owned by Viacom. Previously from 2006 to 2008, he was the Senior Vice President of PPLIVE, one of the largest point-to-point (P2P) technology based online video companies in China.

Previously, Mr. Wang was the Head of Strategy and Investment Development of BESTV in China and also a Director of Digital Media Investment, an IPTV, interactive media and mobile TV entity based in Austria. Previously, he served as Chief of Production for Zhejiang Television in Hangzhou, China. n

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DEAL OF THE YEAR

De Tiger Holdings’ IPO of DT Asia Investments Limited

Acquisition International January 2015 23

DEAL OF THE YEAR

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Katjes International Acquisition of Piasten

Company: Katjes International GmbH & Co. KG Name: Tobias Bachmüller Email: info@ katjes-international.de Web: www.katjes-international.de Address: Kaistrasse 11, 40221 Düsseldorf, Germany Phone: +49 2822 601 700

Katjes International Acquisition of Piasten In September 2014, German confectionary company Katjes International acquired Piasten, the largest German producer of sugar-coated products. Tobias Bachmüller, Managing Shareholder of Katjes International, told us more about the deal and how it fits in with Katjes International’s continuing expansion across Western Europe.

Katjes International GmbH & Co. KG, together with its (legally independent) sister company Katjes Fassin GmbH + Co. KG (Katjes Germany) is part of the Katjes Group. The sister companies pursue somewhat different business models, which are not in competition with each other. Within the Katjes Group, despite being legally independent, both companies benefit from being part of a larger Group which allows capturing different synergy potentials, combining experience and existing business relations and market access. Katjes International is the acquisition vehicle of the Katjes Group and in this function a holding company focused on

participations in sugar confectionery companies with strong brands.

Strategic approach for dynamic growth Katjes International pursues a buy-and-holdstrategy with a long-term view and the goal to leverage synergy effects among its participations, increase the operating performance and to further develop the brands. “We have, in our view, demonstrated this successfully with our largest participation, Lutti France, which is France’s No. 2 brand in its sector” says Tobias Bachmüller,

Katjes International’s headquarter are located in Dusseldorf, Germany

Managing Shareholder of Katjes International. “In addition, we aim to create cross-selling potential across our holdings and support our holdings in entering new markets. Our participations therefore typically remain legally independent entities and continue to be operated by the existing local management. We believe in the idea of “local people for local markets.‑” This differentiates Katjes International, in our view, from many of our competitors.”

“Our geographic focus is on Western Europe and it is our strategy to grow both externally by acquiring confectionery companies with strong brands and organically through the existing brands in our portfolio,” states Bachmüller. Katjes International focuses on the sugar confectionery market in Western Europe with the following rationale: Firstly, sugar confectionery is our DNA, and as a strategic investor we focus on what we know and what we do best. This also allows us to minimise risks within our strategy to grow through acquisitions.

Secondly, Western Europe represents 60% of the population, 70% of the GDP and 71% of the confectionery market of the EU. Hence, it is a very large market offering sufficient opportunities for further growth.

Thirdly, operating mainly in the single currency Euro area removes foreign currency risks from our business and provides a familiar and stable legal framework for our operations.

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“The confectionery market is generally characterised by its resilience and non-cyclicality,” he continues.

“Even during the recent financial crisis our market showed a very robust development.”

Proven track record in Western Europe Katjes International has successfully executed five acquisitions since 2010. “Hence, we have a strong M&A track record making us one of the most acquisitive companies in our industry by number of successfully closed transactions. With sugar confectionery producer Lutti, our largest participation to date, we own France’s No. 2 brand and Belgium’s No. 1 brand in its respective markets. Also in Belgium, we have acquired the second largest confectionery distributor/supplier to the Belgian trade, Continental Sweets Belgium (CSB). CSB has been voted the No. 1 sales team in 2010 and 2014. The German company Dallmann complements our portfolio of strong brands with its traditional products in the cough candy segment.

Its famous sage cough candy is the No. 1 cough candy in German pharmacies (by number of sold packages),” says Bachmüller. “In addition, we own a 50% stake in the Dutch liquorice producer Festivaldi, which sells the best-selling liquorice product in the Netherlands (Harlekijntjes) by volume.”

DEAL OF THE YEAR

With the acquisition of Piasten, Katjes International has acquired the largest German manufacturer of sugar-coated products. Piasten’s product portfolio comprises well-known brands such as ‘Big Ben’ and the German ‘Schokolinsen’. In the financial year prior to the transaction, Piasten had approx. €92m in net sales and around 400 employees.

Strategic rationale behind the Piasten acquisition “Piasten is a very good fit for our three main investment criteria: Active in the sugar confectionery market, based in Western Europe and a well-established brand which has been in the market for more than 60 years. It also complements the product portfolio of the Katjes International Group by adding the domestically and internationally growing confectionery segment of sugar-coated (or “panned”) products,” states Bachmüller. “Following the transaction, Katjes International can offer all main products and production technologies within our sector to our clients.”

Katjes International Acquisition of Piasten

The sellers were the three managing partners of Piasten who acquired the business through a management-buy-out in 2005 from previous owner Cadbury. “The reason for the sale was a timely succession planning,” adds Bachmüller. “The management of Piasten and Katjes International pursue a similar strategic direction and similar goals with respect to the future of Piasten, i.e. focus on growing the sugar-coated sales volumes. Therefore also after the acquisition by Katjes International, the three sellers will remain on board as managing directors for at least another five years.”

For Piasten, the acquisition by Katjes International also means being part of a larger Group with market leading positions across many Western European markets. This provides several benefits including but not limited to achieving synergies in procurement, due to largely identical raw materials, operating synergies, access to existing distribution platforms for example in France, Belgium and the Netherlands.

Piasten is the largest German manufacturer of sugar-coated products Acquisition International January 2015 25

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“In the medium-term, we also aim to further strengthen the Piasten brand and continue to focus on the development and growth of the sugar-coated product range. But also the existing chocolate praline business will be continued and, where economically viable, be extended” says Bachmüller.

Important aspects for a smooth execution The transaction had the usual process-oriented challenges, states Bachmüller. “As in most of our M&A transactions, the strategic rationale was key.

The target has to fit to our investment criteria. For us it was a unique opportunity to complement our product portfolio by the growing confectionery segment of sugar-coated (or “panned”) products.

The former owners wanted to take the advantage of an international platform like ours. Of course negotiating the economic terms of the transaction was also important. In this context, a warranty and indemnity insurance in order to cover certain aspects of the final purchase contract helped due to the fact that the sellers were naturally interested in achieving as much proceeds certainty as possible without having to worry about possible W&I claims up to several years after the closing of the transaction.

“Prior to starting the due diligence, the principals mutually agreed upon the general transaction terms, albeit subject to possible due diligence findings. In order to shorten the overall execution

DEAL OF THE YEAR

timetable, parts of the SPA drafting were done in parallel to the on-going due diligence.”

Asked what he believes are the essential elements to successfully completing a deal and ensuring its success long-term, Bachmüller argues that, as each deal has its own peculiarities and dynamics, it is difficult to generalise on “secrets of deal success.”

“In the Piasten acquisition, an early agreement between the sellers and the buyer on the main terms of the transaction helped the deal teams to focus on the execution aspects of the transaction,” he states. “In addition, the deal teams, including external advisors, have worked together on previous transactions, which typically ensures a smoother execution.”

“Another important aspect concerned the tax treatment of the transaction, both for the sellers as well as for us as the buyer. In order to achieve certainty on specific questions, tax authorities were involved in the transaction at an early stage, which also represented a challenge for the deal timetable.”

Bachmüller says the transaction was executed within a timeframe of around four months for due diligence and contract negotiations. Signing and closing occurred on 30 September 2014.

For Katjes International, the Piasten acquisition allows it to achieve its growth plans ahead of its original schedule. Bachmüller expects the Katjes International Group to have approximately €215m in

Piasten produces about 30,000 tons of candy products per year at its production site in Forcheim, Germany

26 Acquisition International January 2015

Katjes International Acquisition of Piasten

sales in 2015. “In general, it is our aim to double in size every three to five years through a combination of organic and external growth,” says Bachmüller.

Efficient process due to experienced advisors Katjes International was advised by the following external service providers: FERBER & CO. as financial/M&A advisor, ARQIS Rechtsanwälte as legal advisor, EY for the financial due diligence side, and WTS for tax aspects. Each was vital to a successful transaction, Bachmüller states, as keeping the original timeline was important for Katjes International as the buyer. “Internally, a deal-team was set-up in order to efficiently manage the process and ensure that our key priorities were achieved.”

Western Europe’s sugar market stays attractive “All in all, we see further attractive market opportunities for acquisitions in Western Europe due to the expected on-going consolidation of the market as well as succession planning within our industry, that is dominated by many SME companies which continue to be family-owned.” states Bachmüller. “While we are interested in targets in all of Western Europe, we are currently not present with own subsidiaries in Spain and Italy and hence have a specific interest in these markets. Katjes International continuously observes the market closely in order to identify suitable target companies.” n

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DEAL OF THE YEAR

Katjes International Acquisition of Piasten

Approx 50% of Piasten revenue is generated from famous brands, Big Ben and Schokolinsen.

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DEAL OF THE YEAR

Guaranty Trust Bank plc Acquires Fina Bank Group

Company: Guaranty Trust Bank plc Name: Demola Odeyemi Web: www.gtbank.com

Guaranty Trust Bank plc Acquires Fina Bank Group In February, Guaranty Trust Bank acquired a 70% stake in Fina Bank Group through a combination of capital injection as well as the acquisition of shares from its current shareholders for a total cash consideration of 8.6bn Kenya Shillings. Demola Odeyemi, Executive Director, Head of Corporate Planning and International Banking, Guaranty Trust Bank plc, tells us more about this major deal Guaranty Trust Bank plc is a foremost African financial institution with vast business outlays spanning Anglophone, Francophone, West Africa and the United Kingdom. The bank presently has an asset base of over 2tn Naira, shareholders funds of over 200bn Naira and employs over 10,000 people in Nigeria, Cote d’Ivoire, Gambia, Ghana, Kenya, Liberia, Rwanda, Sierra Leone, Uganda and the United Kingdom.

The bank is into retail, corporate and commercial banking.

As a recipient of the Best Bank in Nigeria award for 2014 by The Banker, the Bank has a set of unique principles that guides how staff relates with customers (both internal and external). These principles are called the “Orange Rules” and they include Professionalism, Simplicity, Service, Social Responsibility, Innovation, Trustworthiness, Integrity, and Friendliness. These rules have become synonymous with us over the years and they showcase: • • • •

Our leadership, Our ability to influence and dominate the market Our warmth, Our confidence and constant superior financial performance • Our unique corporate culture The current business environment is dynamic in nature and affected by culture, literacy level and awareness of banking services in most parts of country. Therefore, the bank pays attention to the following: • Basic Service offerings: Convenience, Simplicity and Security • Efficiency of Operations: Optimized service and Touch points; Digital self-service, Effective relationship management, Cross selling of products to optimize profitability • Emotional Attachment: Be more than a Bank

by Engaging, Educating and Entertaining the customers.

28 Acquisition International January 2015

At the end of 2014, GTBank Plc acquired a 70% stake in Fina Bank Limited, a privately owned bank incorporated in Kenya and with operation s in Kenya, Rwanda and Uganda.

We engaged the services of three reputable firms to assist us in the acquisition process. Morgan Stanley & Co. International Plc acted as our financial adviser, KPMG Corporate Finance and Financial Advisory carried out the commercial and financial due diligence while White & Case LLP acted as our legal adviser.

Our objective in gaining control of Fina Bank Limited was to take advantage of the following opportunities: • Entry into the East African Common Market • Business diversification and dilution of concentration risk • Enhanced international reputation and reinforcement of the strategic positioning as a “Proudly African” bank Our plan is to transform the Kenyan operations in one of the top 10 banks in Kenya within five years from acquisition, focusing on low cost retail acquisition and lending to select reputable companies.

We also plan to use Kenya as a platform to consolidate our footprint in East Africa by accessing other economies in the region with strong growth prospects.

The acquisition is in line with our core objective to be a key player in the African commercial banking landscape. We followed our carefully crafted strategy which defines our rate of entry in various markets based on underlying macro-economic factors.

The acquisition process was lengthier than initially anticipated and required obtaining five regulatory approvals in the various jurisdictions involved.

By virtue of its private ownership and the significant capital base required by the financial institutions

regulations in Kenya, numerous investors had stakes in the acquiree and consent had to be obtained from each of them.

Notwithstanding the above, the single major challenge to this acquisition was the transition from one core banking system to another to ensure uniformity across the GTBank Group. The banking system integration was successfully completed this year thanks to the exemplary dedication of the staff in each of the locations.

This acquisition represents the first multi-country acquisition of the Group; a first in the GTBank history. The East African economies are buoyant and benefit from a competitive and well regulated banking system; factors which greatly facilitated our expansion.

The business climate in Kenya is a major determinant of the future profitability of our operations there.

We expect sustained household income level and increased revenues by corporate to flow back to us.

Process and cultural integration is still ongoing and plans are underway to transform our East African subsidiaries into customer centric operations. We believe opportunities abound in each of the markets and we are committed to harnessing them and providing value added products and services to our customers, which will ultimately result in improved performance for the banks.

The Fina Bank East African operations have been recapitalized, providing them with the opportunity to access transactions they were previously unable to due to the size of their balance sheet.

In our view, preparation is the key word in completing a deal successfully. In the words of Henry Ford, “Getting ready is the secret to success.” Preparation is required to avoid pitfalls in due diligence and to ensure integration runs smoothly. n

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DEAL OF THE YEAR

Guaranty Trust Bank plc Acquires Fina Bank Group

Acquisition International January 2015 29

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DEAL OF THE YEAR

Prima BioMed Acquisition of Immutep SA

Company: Prima BioMed Ltd. Name: Marc Voigt Email: marc.voigt@ primabiomed.com.au Web: www.primabiomed.com.au Address: Level 7,151 Macquarie Street, Sydney NSW Australia 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284

Prima BioMed Acquisition of Immutep SA Marc Voigt is CEO of Prima BioMed Ltd. He talks to AI Global about a landmark transaction, completed earlier this year.

Prima BioMed Ltd (Prima) is a biotechnology company in the field of cancer immunotherapy. It is listed on the Australian Stock Exchange, NASDAQ in the US and the Deutsche Börse in Germany.

Marc Voigt tells us more about the firm and how it differentiates from the competition. “We specialise in cell therapy manufacturing of autologous blood products and are conducting Phase II clinical trials in ovarian and pancreatic cancer with our lead product CVac™,” he begins. “Through the acquisition of Immutep we also now have a portfolio of products relating to the LAG-3 immune control mechanism of T cells. Products include an immune activator called IMP321 and 2 antibodies licensed to development partners GSK and Novartis.

“Our differentiating feature is a pipeline focused on multiple immunotherapy products capable of development individually, or in combination, with other immunotherapy treatments creating a flexible product development pathway.”

Earlier this year Prima announced the acquisition of French private biotechnology company Immutep SA in early October which was completed in late November 2014.

Prima paid an upfront cash payment of US$10.8M and issued US$3m worth of Prima BioMed ordinary shares to Immutep shareholders, as well as 200M warrants of which 30M are dependent on a milestone. The remaining cash component of US$7.2M is payable, subject to the achievement of milestones related to Immutep’s acquired product portfolio and warranty retention arrangements.

Voigt explains the strategic rationale behind the deal and what it will achieve for the parties involved.

30 Acquisition International January 2015

“The aim of the transaction was to create shareholder value and build up critical mass with cutting edge technology. Further strengthening our scientific management team and establishing a pipeline of complimentary products that can be developed in parallel or in combination with other therapies to create an optimal anti-cancer response were of primary strategic importance. The combined entity will have significantly enhanced access to scientific, manufacturing and clinical expertise; and there will be potential revenues from near, mid and long-term milestones from partnerships for each of its products.

Furthermore, research and development will continue to create new product opportunities and cost savings via merging internal administrative activities.

“The acquisition will give Prima far greater growth opportunities making it easier to partner technologies and raise further capital. A diverse product pipeline will make us far more attractive than when we were focused solely on a single product.

“The deal will provide increased visibility for Prima in the cancer immunotherapy field. The LAG-3 technology is in a high profile immune checkpoint inhibitor space that is being favoured by larger pharmaceutical companies and the medical community. The growth of the industry and the interest in these molecules should help drive partnering opportunities.

“It is anticipated the merged entity will generate a pipeline of products that might also be supported financially by access to global grant funding opportunities. The partnerships of the combined entity and the diverse mechanisms of action of the products being created will increase the likelihood of successfully commercialising beneficial cancer treatments.”

The deal will allow Immutep to gain access to greater capital market opportunities via Prima’s triple listing on the ASX, NASDAQ and Deutsche Borse to generate the further investment needed to support the growth of its product portfolio. For Immutep’s venture capital shareholders the transaction provided an exit opportunity. Voigt elaborates: “The Immutep personnel will also gain access to Prima’s scientific and clinical advisory boards and expertise from the clinical, manufacturing and business development teams. This will help guide the optimal development of the LAG-3 technologies both technically and commercially.

“Prima gains access to a new pipeline of products in a high profile area that has already been partnered.

Development is at partners cost in some cases so investment risk is reduced if there is technical failure. Prima also gains internal R&D capability with laboratory space in Paris and scientific expertise from Immutep staff. Potential milestone payments from partners add potential revenues and the partnerships provide access to relationships with larger pharmaceutical companies for future projects.”

The deal process was relatively straight forward, as Voigt continues: “Discussions commenced in January 2014. Immutep’s founders provided early due diligence material for revision by the Prima clinical, manufacturing, intellectual property and business development teams. Upon negotiation of a non-binding term sheet, a full-fledged due diligence proceeded via thorough review of an electronic data room that included corporate information.

Independent advice was provided by legal, clinical and financial advisors.

“In order to mitigate potential financing risk, a structured finance arrangement was negotiated with

www.acquisition-intl.com

Bergen Global Opportunity Fund LLC to provide funds of up to US$37.4M over two years. Flexible terms for the financing were agreed with an ability to pause or terminate tranches of funding to minimise shareholder dilution.

“The binding terms of a Share Sale Agreement with Immutep were agreed and announced on the 2 October together with the Bergen Funding Agreement. Independent valuations on the Immutep transaction were performed by KPMG, Australia and Maxim Group LLC., New York, USA.” “Given the potential of the Immutep products the whole process has been intense. After signing the LOI the main challenge was completing the due diligence, negotiating terms and securing the funding agreement within tight timeframes.

DEAL OF THE YEAR

Voigt describes how the current business climate is conducive to a problem-free transaction. “The current business climate is generally favouring merger and acquisition activity. The available opportunities to consider were therefore perhaps more limited as many technologies have been acquired by larger companies with greater resources.”

Voigt’s predictions for the future of the parties involved are very positive. “We will continue to develop these programs in clinical trials and continue to be active in business development, thus creating a win-win situation for all parties involved.” n

Prima BioMed Acquisition of Immutep SA

“

Through the acquisition of Immutep we also now have a portfolio of products relating to the LAG-3 immune control mechanism of T cells.

”

“With staff and consultants engaged across three continents/time zones and some language differences as well, the deal negotiations coordination was sometimes a challenge. Most staff and consultants were incredibly flexible, working very long hours to hold multiple teleconferences.”

Acquisition International January 2015 31

www.acquisition-intl.com

DEAL OF THE YEAR

How Good Partnerships Promote Success

Company: Symphony Communication Services Name: David Gurle Web: www.symphony.com

How Good Partnerships Promote Success We at Symphony Communication Services are honored to receive Acquisition International’s Deal of the Year award for our fundraising work with 14 of the world’s most prominent banks in a deal that was announced in October 2014.

Some may wonder why Symphony, a Silicon Valleybased, technology startup, was backed by several well-known Wall Street institutions. While at first glance this may seem like an unusual alliance, there are actually many synergies at play. Overall, finding the right partners has always been ingrained in the DNA of Symphony, from our beginnings as Perzo to our recent announcement of the acquisition of technology assets from Markit.

When I founded Perzo in 2012, the predecessor to Symphony, I did so with the goal to change the way business is done by making communication between all people simpler, yet richer. In a recent blog post, I discussed Digital Communications Fatigue, or DCF, as the frustration felt by our inability to be fulfilled by the numerous, existing communication channels that complicate the communication processes in our lives.

When the Perzo platform launched in November 2013, we had taken the first step toward my vision of bringing together the fragmented messaging marketplace by creating one communication hub that is available to everyone.

32 Acquisition International January 2015

Working with the financial services industry, where information is currency, became the next obvious step. We knew that their needs and desire for a more performant communication platform would validate and refine our vision in helping us to become the global communication platform for high-value content.

As we were engaged in product discussions with our potential customers, it became obvious that their desire to have a solution to their communications needs would be best architected if they would also become investors in Symphony.

This investment construct gave us a unique edge over other solution providers.

The investment by these financial institutions has provided the infusion of capital and beta testers needed to grow and expand our platform into a global communication and collaboration solution for all business and professionals. As a result, we were able to make our first acquisition – in December 2014, we acquired technology assets from Markit’s Collaboration Services.

This acquisition made perfect sense. Symphony and Markit share a similar philosophy in regards to an open approach to communication, particularly as it pertains to the financial industry.

By incorporating this technology into our secure messaging platform, we have created a secure and managed directory of verified contacts across the industry. This will bring immediate efficiencies and value to our existing customers.

Identifying and creating partnerships that are complementary to our goals has been a crucial aspect of our growth and success thus far. Looking to the future, we see many opportunities to create new partnerships that will move us even closer toward our goal of simpler, richer and more human communication for all – to the financial services industry and beyond. n

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DEAL OF THE YEAR

Centum Acquisition of a Controlling Stake in K-Rep Bank

Company: Centum Investment Company Limited Name: Fred Murimi Email: f.murimi@centum.co.ke Web: www.centum.co.ke Address: P.O.Box 10518 - 00100 Phone: +254 20 2286000

Centum Acquisition of a Controlling Stake in K-Rep Bank In November 2014, Centum, the East African investment firm, announced the acquisition of a controlling stake in Kenyan bank K-REP Bank Limited from several existing shareholders. Fred Murimi, Corporate Affairs Director at Centum Investment Company Limited, told us more about the deal – and how it will help Centum achieve its goal of becoming Africa’s foremost investment channel.

Centum is an East African investment company established in 1967 and listed on the Nairobi and Uganda securities exchanges. It has over US$470m in investment in financial services, FMCG, power and real estate.

investment focus in eight key sectors, one of which is financial services, as it seeks to become Africa’s foremost investment channel,” says Murimi.

With a vision to be Africa’s foremost investment channel, Centum’s key objective is to consistently generate market beating returns by building extraordinary enterprises throughout Africa.

A well-thought-out plan of action is vital to successfully completing a deal – and ensuring it continues to be successful in the long term, says Murimi. “The important elements are alignment among all stakeholders and a clear vision and strategy for the investment by the new investor.”

In November 2014, Centum announced the acquisition of an additional 66% stake in K-REP Bank Limited from several existing shareholders, including African Development Bank, IFC, Triodos Doen, FMO and Shorecap International to bring its total shareholding in K-REP to 67.54%.

Like any deal, there were, of course, challenges, says Murimi. “The major challenge was negotiating with five different investors on a share purchase agreement. This was overcome by ensuring a joint negotiation all through resulting in buy in from the different sellers at any one time.

“Centum exercised its preemptive right, together with other non-selling shareholders, to obtain a controlling stake in the bank,” says Fred Murimi, Corporate Affairs Director, Centum Investment Company Limited.

“Time was also a constraint since the transaction required a number of regulatory approvals and the long stop date from signing the SPA was short. This was overcome by continuous engagement with the regulators, who also worked efficiently in the period.”

K-REP was licensed as a commercial bank in 1999 and has registered steady growth over the years. The bank is a medium-sized bank serving microfinance customers, retail clients as well as financing smallto-medium-size business enterprises. As at 30 June 2014, K-REP’s total assets were valued at KES13,68B (US$149.7m).

The current business environment in Kenya is very encouraging, says Murimi – and this was important in helping bring the deal to a successful conclusion. “It’s positive and optimistic looking into the future, with improved government investment in infrastructure and a concerted effort by the government to support businesses.

Centum says the deal is in line with its objective of expanding its presence in the financial services sector. “Centum intends to drive increased

“The climate was conducive to completing the deal,” he says.

It’s a deal which will be beneficial to both parties, says Murimi. “The deal will allow K-REP to access a wider capital base and increase its presence in the sector, while allowing Centum to increase its financial services portfolio.”

Looking to the future, Murimi says Centum intends to grow K-REP into a full-service Tier II bank in Kenya within five years. n

“

It’s positive and optimistic looking into the future, with improved government investment in infrastructure and a concerted effort by the government to support businesses.

”

Acquisition International January 2015 33

www.acquisition-intl.com

DEAL OF THE YEAR

Nexstim IPO

Company: Nexstim plc Email: info@nexstim.com Web: www.nexstim.com Address: Elimäenkatu 9 B FI-00510 Helsinki, Finland Phone: +358 9 2727 1710 Fax: +358 9 2727 1717

Nexstim IPO As one of Finland’s many innovative technology companies, Nexstim is focusing on improving rehabilitation for stroke patients through the use of non-invasive brain stimulation.

Formed in 2000, Nexstim is a medical technology company developing technology using transcranial magnetic stimulation (TMS).This is a non-invasive method used to stimulate small regions of the brain.

“Primarily, Nexstim is aiming to improve rehabilitation for stroke patients,” said Janne Huhtala- CEO at Nexstim. “Nexstim has pioneered its technology in brain diagnostics with the Navigated Brain Stimulation (NBS) system as the first and only FDA-cleared and CE-marked navigated TMS device for pre-surgical mapping of the motor and speech cortices.”

Based on the same technology platform, the company has developed a device for stroke therapy called Navigated Brain Therapy (NBT®). In H1 2014, Nexstim initiated a two-year pivotal Phase III study at 12 sites in the US aiming to demonstrate the effectiveness of NBT® and gain FDA clearance for commercialisation in postacute stroke therapy in the US. Nexstim is situated in an environment of continued expansion. Not only is the Finnish State very helpful towards developing Finnish companies, Scandinavia is also renowned for its high quality heathcare and scientific research.

“Finland is host to some remarkable technology companies and we are proud to be a part of that,” said Huhtala. “The Government is very supportive of small companies developing medical technologies.

Within the Nordic regions we have some of the strongest specialist healthcare, life sciences and technology investors and with our IPO we saw that this is also true for public companies.”

In November 2014, Nexstim listed its shares on Nasdaq First North Finland and Nasdaq First North Sweden. In total, 2,408,339 shares were subscribed

34 Acquisition International January 2015

and paid for in accordance with the offer terms for the final offer price of EUR 6.35 per share. Nexstim raised approximately 15.3 million euros before costs associated with the Offering and the total number of issued shares in the Company will increase to 7,130,758. The announcement made Nexstim the 40th company to be admitted to trading on First North Nordic markets (Stockholm, Helsinki, Copenhagen and Iceland) in 2014. This is the first time a company is dual-listed simultaneously on two Nasdaq marketplaces.

Nexstim’s shareholders and board of directors believed that it was an appropriate time to broaden the shareholder base and to apply for the listing of the Company’s Shares on First North Finland and First North Sweden. The aim of the Offering was to support the growth and operational strategy of the Company.

The FN Listing of the Shares will increase the public profile of the Company and its business, and provide Nexstim with improved access to capital markets and a diversified base of new Nordic and international shareholders. The Company believes that these factors will further enhance its position in the Finnish and Swedish markets, and internationally, and provide the appropriate platform for its future development and access to capital for its NBT® System’s commercialisation phase if the FDA clearance for marketing the device for stroke therapy is obtained.

Involved in the deal were Pareto Securities AB- who acted as Lead Financial Advisor and Joint Arranger and UB Securities Ltd – who acted as Financial CoAdvisor and Joint Arranger. The Company’s Certified Adviser under the First North rules is UB Capital Ltd. Krogerus Attorneys Ltd and Advokatfirman Vinge KB acted as legal advisors to the Company in the Offering. Consilium Strategic Communications Ltd advise on financial public and investor relations and communications.

Speaking about the conditions, “The market conditions during the float were challenging however Nexstim made a clear and compelling investment case which helped it successfully raise 15.3 million euros.”

The IPO enables Nexstim to: • Finance the Phase III, two year, multi-centre trial for the use of the Company’s NBT® System in stroke therapy; currently being conducted at 12 prominent rehabilitation sites in the US; • Pursue regulatory clearances, including but not limited to FDA De Novo 510(k) clearance for marketing the NBT® System for stroke therapy; • Execute pre-commercial activities of the NBT® System for post-acute stroke therapy and business development of the NBS System for diagnostics; • Explore other potential application areas for example pain and tinnitus; and Without raising the capital Nexstim wouldn’t have been able to fund the Company’s next development stage through to the end of the Phase III multi-centre trial and FDA clearance for marketing the NBT® System for stroke therapy, which is expected to take place in the end of 2016. Achievable, yet significant, milestones towards producing practice-changing technology that can be understood and realised by investors. n

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DEAL OF THE YEAR

Cable & Wireless acquisition of Columbus International Inc.

Company: Cable & Wireless Communications Plc Web: www.cwc.com Address: 3rd Floor 26 Red Lion Square London, WC1R 4HQ United Kingdom Phone: +44 (0)207 315 4000

Cable & Wireless Acquisition of Columbus International Inc. Cable & Wireless Communications Plc (CWC) is a full-service communications provider operating in 16 countries throughout the Caribbean and Latin America. With four leading businesses: Cable and Wireless Panama, LIME, (the Caribbean excluding The Bahamas), BTC (The Bahamas) and Cable and Wireless Seychelles; CWC offers mobile, broadband, TV, domestic and international fixed line services in most of our markets serving over 5.6m customers. CWC also provides premium data centre hosting, telecoms, domestic and international managed data network services and custom IT Service Solutions to businesses and governments through the new unit, Cable & Wireless Business Solutions.

On August 2014, Cable & Wireless Communications, through its Cable & Wireless Panama (CWP) subsidiary, acquired Grupo Sonitel, a provider of endto-end managed IT solutions and telecoms services to business and government customers in Panama, El Salvador, Nicaragua and Peru as well as to Small and Medium Enterprise (SME) customers in Panama.

This way, Panama’s leading Telecommunications Company added IT services to its Data and Telecoms offering for Businesses and Governments and entered the El Salvador, Peru, and Nicaragua B2B markets.

On November 6 2014, Cable & Wireless announced the acquisition of Columbus International Inc. Whilst subject to regulatory approvals in certain markets, this transaction will bring huge benefits to the region - creating more jobs, providing customers with superior broadband access, more TV choice, more investments and transform customer experience – underpinned by service excellence and innovation.

We are forming a new company, with a new leadership team, and a new culture, putting our customers at the heart of the business. Our mission is to grow customer relationships and lifetime value by becoming #1 for Customer Service. Our business is delivering high quality communications, information and entertainment to our customers.

Our goal is to provide our customers with telecoms services whenever and wherever they want them over

their lifetime. Our extensive mobile and fixed networks provide a platform to achieve that, distinguishing us from our competitors. We deliver mobile, fixed line, broadband and TV services to consumers as well as connectivity and managed services to businesses and governments. We also are a partner in the largest undersea cable network in the Caribbean and Latin America, spanning more than 42,000 kilometers.

We transformed our business in 2013/14 to focus on the Caribbean and the Latin America region. Our key operations are in Panama and 14 Caribbean markets, including Jamaica, The Bahamas, Barbados and the Cayman Islands. We also hold a minority stake in Telecommunications Services of Trinidad and Tobago (TSTT) and own 100% of Cable & Wireless Seychelles. As the leading operator in most of our markets and the services we provide, we are well positioned to be the ‘go‑to’ telecoms operator in the markets we serve. We are a key infrastructure provider in the countries in which we operate, and a partner to governments. We are the market leader in most products offered and territories served.

“

Our goal is to provide our customers with telecoms services whenever and wherever they want them over their lifetime.

”

CWC is also a major employer and contributor to the economies of our markets. Furthermore, we aim to make an active contribution in the communities in which we operate, employing ethical practices and paying a fair share of tax.

For more information visit: www.cwc.com n Acquisition International January 2015 35

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DEAL OF THE YEAR

Wellington Partners Led Series-A Funding Round for Nosto Solutions

Company: Nosto Name: Juha Valvanne Email: juha@nosto.com Web: www.nosto.com

Wellington Partners Led Series-A Funding Round for Nosto Solutions Juha Valvanne is CEO of Nosto, an e-commerce company which specialises in online personalisation.

Nosto enables online retailers to deliver their customers a personalized shopping experience, increasing conversion, average order value and customer retention as a result. Free to install, the solution works with any online store and e-commerce platform.

Juha explains more about the firm: “Our mission is to make online shopping more enjoyable by delivering customers personalized shopping experiences. Over 2000 online retailers across the globe use Nosto to recommend highly relevant products to their customers in real-time across their entire shopping journey.”

Nosto is the first company to launch a self-service marketing automation solution for the global e-commerce industry. Since launching in October 2013, Nosto has added over 1200 online retailers to its international client list and revenues have grown over 500%. Nosto has identified the increasing need for online stores to differentiate themselves within the expanding international e-commerce market; this new round of funding allows Nosto to continue its strategy of global expansion.

36 Acquisition International January 2015

Founded in Helsinki in 2011, Nosto has developed a cloud-based big data SaaS solution (patent pending) that enables online retailers to deliver a personalized shopping experience to individual customers based on their unique user behavior. Through implementing a simple plug and play solution, Nosto offers retailers full personalization of their online store. Nosto’s marketing automation tools help any online merchant increase conversion, customer retention and online store revenues. Nosto’s bespoke features include e.g. on-site recommendations and personalized triggered emails.

Recently, Nosto secured a $5.5 million Series A round of financing, led by Wellington Partners.

“To attract the backing of an organization like Wellington Partners is a strong validation of our business and our technology,” adds Juha. “This funding enables us to continue investing substantially in innovation, technology and people.”

Eric Archambeau, Wellington Partners’ Managing Partner commented: “Wellington is dedicated to its strategy of investing early in very promising European digital media and software companies to assist them in rolling-out their product globally.

We have extensive experience of investing in e-commerce analytics and marketing automation tools and are delighted to be supporting Nosto at this exciting time in the company’s growth. We see a huge opportunity for a new generation of such tools to help small and medium-sized online stores level the playing field in terms of performance against e-commerce giants such as Amazon and Rakuten.

These big companies have developed a data-driven advantage over smaller web shops that could not afford the same level of R&D in data mining and predictive modeling. The combination of deep technology and simplicity offered by Nosto made us very excited about joining forces with Nosto’s founders and existing investors.” n

SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Leading Adviser Review

2014 Leading Adviser Review

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

38 Acquisition International January 2015

SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Leading Adviser Review

London-based law firm, Russell-Cooke, is a top 100 legal firm of highly-regarded specialists, serving a mix of commercial, private and public sector clients. We spoke to Dominic Fairclough, Managing Partner of Russell-Cooke and a Partner in the Clinical Negligence & Personal Injury Team to learn more.

Russell-Cooke is a leading London based law firm with around 170 solicitors and lawyers.

Many are leaders in their fields in London or nationally, regularly win peer-group accolades and are highly rated by legal directories in areas as diverse as commercial property, regulation, crime and childcare law.

Company: Russell-Cooke Name: Dominic Fairclough Email: Dominic.Fairclough @russell-cooke.co.uk Web: www.russell-cooke.co.uk Address: 8 Bedford Row, London, WC1R 4BX Phone: +44 (0)20 7405 6566

Russell-Cooke’s breadth of expertise means the firm can tackle complex multi-dimensional cases that are beyond the scope of many other firms of solicitors. A significant proportion of the firm’s work comes from referrals from other solicitors or professional firms.

“We’re very diverse,” says Dominic Fairclough, Managing Partner of Russell-Cooke and a Partner in the Clinical Negligence & Personal Injury Team. “Our work isn’t dominated by one particular area.”

While Russell-Cooke’s philosophy is not written in stone, the firm has looked to define its brand, says Fairclough – a set of principles that governs how the firm does business. “We have a working culture that sets us apart from our competitors,” he says.

partners than most firms. The firm also promotes a healthy work/life balance.

The last 12 months have been very successful for Russell-Cooke: the financial year which ended in June was the firm’s best ever in terms of fees billed. The firm did not need to make any layoffs during the recession, and experienced more than 10% growth in revenue last year, says Fairclough.

In recent years, Russell-Cooke has been able to further expand and diversify its services, adding a number of new areas of specialism, including tax, insolvency and planning.

Asked about recent successes, Fairclough says in 2014 the firm completed its biggest-ever corporate and commercial property deals, as well as taking on a number of high profile employment, matrimonial, clinical negligence and criminal cases.

Looking to the coming 12 months, Fairclough says May’s general election, and any changes for example in respect of public funding initiatives and statutory reform resulting from its outcome, may affect RussellCooke. Furthermore, the economy may well take another dip. But, he says, the firm is well-placed to take any such changes in its stride. “Because our range of practice areas is broad we’re able to ride out most challenges in individual sectors,” he says. n

Russell-Cooke is committed to equality in the workplace: it has, for example, more female equity

The importance of intellectual property in securing a company’s future has become increasingly important in recent years.

In Europe this is impressively documented by the ever-increasing numbers of patent applications filed at the European Patent Office (EPO) in Munich and European Community trademarks filed at the Office for Harmonisation of the Internal Market (OHIM). Therefore, innovative companies need a reliable partner to assist them in acquiring effective and long-lasting protection as well as in the enforcement and defence of their IP rights.

Company: SCHWARZ + BALDUS LLP Name: Dr. Claudia Schwarz and Dr. Oliver Baldus Email: schwarz@sb-ip.de / baldus@sb-ip.de Web: www.sb-ip.de Address: Hermann-Schmid-Str. 10, D80336 Munich, Germany Phone: +49 89-76 75 74 37

SCHWARZ + BALDUS LLP is this reliable partner in protecting and defending the intellectual property rights of its clients: from global market-leading corporations to midsized companies, universities and start-ups. While working with colleagues and international law firms, we cover a worldwide business – acquiring intellectual property rights, enforcing them and fighting international infringement proceedings. With a focus on patent law, our areas of expertise include the technical fields of computer science, software and hardware, physics, telecommunications, medical technology and mechanical engineering.

However, we regard social skills as equally important as the professional expertise. That’s why SCHWARZ + BALDUS LLP stands for individual communication and tailor made support with each of our clients. As a law firm with short decision paths we render optimum services for our clients. All partners of SCHWARZ + BALDUS LLP are actively involved in the files and work for our clients.

SCHWARZ + BALDUS LLP is specialized in economic assessment of patents and determining the commercial value of patent portfolios. We identify the economic aspects of patents and elaborate individual patent

strategies, which take into account the unique position of a company within the supply chain. IP portfolios optimized with respect to the company position within the supply chain are a highly efficient way for reducing IP costs and achieving extremely effective IP rights.

A further focus of SCHWARZ + BALDUS LLP is the protection of software-related inventions, particularly in the fields of medical technology, image processing, user interfaces, simulation, smart card technology, security and encryption technology as well as telecommunication. In the field of software patents SCHWARZ + BALDUS LLP is specialized in patents having an exact and precise wording in the view of the dynamically evolving jurisprudence in order to secure adequate patent protection.

SCHWARZ + BALDUS LLP is founded by Dr. Claudia Schwarz and Dr. Oliver Baldus.

Dr. Claudia Schwarz is one of only few patent attorneys holding a university degree in computer science and was actively involved in this area from the beginnings. This expertise is incorporated into her daily work and legal advice inter alia to market leading companies. In addition to her daily practice, Mrs. Schwarz closely follows current international developments in this topic and has published a book and numerous articles with respect to “patents on software”.

Dr. Oliver Baldus studied physics with a main focus on informatics and hydrodynamics. He has more than ten years of experience in the field of electronics, telecommunication and information technology. Oliver Baldus is an author of numerous talks and articles about economic aspects of patents and sophisticated patent strategies. n

Acquisition International January 2015 39

SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Leading Adviser Review

Decisis is a consultancy providing specialist advice and services in Intellectual Property (IP) law and related legal areas, particularly focusing on: • • • • •

Trademarks, copyright and designs; Confidentiality agreements/NDA’s.

The transfer and acquisition of IP rights; Internet and e-commerce issues; The commercial exploitation of IP rights, e.g. licensing.

• IT transactional work.

Company: Decisis Email: ip@decisis-law.co.uk Web: www.decisis-law.co.uk Address: 5 St John’s Lane London EC1M 4BH Phone: +44 (0)20 7250 4732 Fax: +44 (0)20 7250 4733

IP Rights are important and powerful commercial tools, and essential assets in today’s business environment, particularly in the context of the Internet and the dependency of business on the use of IT. IP Rights are frequently the core or principal assets of many businesses. However they are often the most vulnerable, underrated or under-utilised business assets.

Whenever delivering its specialist advice Decisis aims to provide commercial/business insight as well as adding value to the client’s business. Decisis places an emphasis on flexibility and the benefits of providing a personal, bespoke service to its clients and to deliver, wherever possible, solutions to those clients’ issues. Consequently, Decisis has frequently found itself in the position of an in-house adviser.

North America and the Far East in providing advice appropriate to different jurisdictions.

Founded and run by Michael Bilewycz, a Lawyer with over twenty-five years’ experience in IP, Decisis places great emphasis on its clients’ business objectives and adding value to their businesses.

Possessing independence and integrity is essential to achieving those imperatives. n

“

Whenever delivering its specialist advice Decisis aims to provide commercial/business insight as well as adding value to the client’s business.

”

When operating in an international context Decisis is able to utilise its network of overseas advisers/lawyers in important regions such as continental Europe,

KETNER, Legal Consultancy, Representation and Protection Ltd. Is a Slovenian first-class ticket intellectual property law firm KETNER, Legal Consultancy, Representation and Protection Ltd. is a law firm established six years ago at the crossroads of Slavic, Germanic and Romance nations, in the city of Ljubljana, capital city of the Republic of Slovenia.

The firm is specialising exclusively in intellectual property, focused on the protection of industrial property (trademarks and service marks, industrial designs, patents).

Company: KETNER Ltd. Name: Meti Ketner Email: info@ketner.si Web: www.ketner.si Address: Tržaška cesta 134, 1000 Ljubljana, Slovenia Phone: +386 (0)51 344 655, + 386 (0)1 2566 966 Fax: +386 (0)5 99 42 142

40 Acquisition International January 2015

The firm’s enthusiastic and highly-qualified team encourage the development of copyright, intellectual property and other rights deriving from the creative activates of human being, and strive towards the enforcement, protection, and maintenance of intellectual property rights.

KETNER Ltd., together with its exclusive partnership offices from all over the world, advises and represents Slovenian and foreign companies and individuals in intellectual property protection procedures around the globe. n

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Company: Margaret Law Corporation Email: general@ margaretlaw.com.sg Web: www.margaretlaw.com.sg Address: 36 Armenian Street #05-09 Singapore 179934 Phone: +65 6835 7252 Fax: +65 6835 7718

2014 Leading Adviser Review

Margaret Law Corporation is a boutique Singapore law practice specialising in intellectual property, corporate and commercial law

We earn the trust of our clients by our firm commitment to protecting their interests without compromising integrity and our duties as officers of the court.

Margaret Law Corporation advises a wide range of local and foreign clients including private entrepreneurs, small and medium enterprises, multinational corporations and government-linked organisations. Our lawyers take pride in providing professional, personalised and effective legal services for each of our clients.

• Integrity: We always do what is right and honourable, not what is easy or profitable.

• Professionalism: We deliver each piece of work competently with pride and the highest level of care and skill.

• Progressiveness: We welcome modern approaches and are ready to think out of the box in customising legal solutions. n

As a specialist intellectual property practice, we are committed to helping you protect your valuable intellectual property rights and to harness their intrinsic value for the strategic growth of your business.

We also advise our clients on their corporate and commercial legal matters, including mergers and acquisitions, shareholders’ and directors’ rights and duties, corporate finance and drafting of legal documentation and commercial agreements.

We are defined by our sound knowledge of the law, outstanding quality of work and an unwavering commitment to helping you find practical solutions to legal issues.

We believe good values form the cornerstones of our practice.

Fahar Al Moosa Advocates & Legal Consultancy is a well established law firm in Oman, providing legal services to the local and international business community since 2008.

The office has a blend of highly experienced senior Omani and foreign lawyers with extensive local and international expertise.

Company: Fahar Al Moosa Advocate and Legal Consultancy Name: Fahar Mohammed Abdulrahman Al Moosa E-mail: almoosalegalconsultancy@ gmail.com lawfirmfm@gmail.com Web: www.lawfirmfm.com Address: 113, Muscat, Sultanate of Oman, P.O. Box 485 Tel: +968 – 247 933 66, 247 99 665 Fax: +968 – 247 033 22

Fahar Al Moosa Advocate and Legal Consultancy was established by professionally qualified and experienced Omani lawyer, Fahar Mohammed Abdulrahman Al Moosa. It embodies the principles of collegiality collaboration, individuality and legal excellent while cultivating the finest legal talent in the Sultanate of Oman. Since inception we were providing services to local and international firms, multinational corporations, financial institutions, insurance companies and individual clients on innovative matters that require legal assistance and having represented at all levels of court (Primary, Appeal and Supreme).

We are committed and dedicated in offering our clients the most comprehensive and global legal services tailored on case by case basis to cater to their specific needs. Our firm is distinguished by the depth and scope of its legal advisory services and an unmatched understanding of the business culture of the region. The firms lawyers have decades of experience in multi jurisdictional issues on numerous legal system. We have consolidated our strong roots to a great client base and number of our clients is growing year after year for handling different sections of society. Our network services cover Muscat and all

“

We are defined by our sound knowledge of the law, outstanding quality of work and an unwavering commitment to helping you find practical solutions to legal issues.

”

interior regions of Sultanate of Oman from filing the suit till completion of collection.

Location Sultanate of Oman - at C.B.D Area, Central Bank Street, Alizz Tower, Alizz Islamic Bank Building, Building No. 45, Way No. 2732, 1st Floor – Flat No. : 104 near to Bank Dhofar Main Office.

Mission Our mission is to give high quality legal and commercial advices through efficiently managed professional practice and integrity.

Practice Areas: 1. Corporate and Commercial Law 2. Intellectual Property 3. Commercial Arbitration 4. Insurance 5. Labor Legislation and Law 6. Banking & Finance 7. Taxation 8. Dispute Resolution and Litigation 9. Debt Collection 10. Maritime and Aviation Legislation 11. Liquidity and Bankruptcy 12. Establishment and registration of companies 13. Registration of and patent 14. Preparing and reviewing the contracts 15. Establish the free zone companies n

Acquisition International January 2015 41

SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Leading Advisor Review

Company: Optimal Intelligence, Inc. Name: Jonathan Robinson Email: jr@optimalintelligence.com Web: www.optimalintelligence.com Address: 3790 El Camino Real Suite 225 Palo Alto, CA 94306 Phone: +1 (877) 700 6474

Optimal Intelligence is a Silicon Valley-based private investigations firm. We caught up with the company’s Director, Jonathan Robinson, to find out more about the firm’s high-tech approach.

Optimal Intelligence, formed over a decade ago, is a technology-led private investigations firm.

For many years, the firm, which is based in Palo Alto, California, near Stanford University, used traditional methods when investigating cases. “But, being located in Silicon Valley, we have had access to a lot of new technology,” says Jonathan Robinson, Director. “My background is also in the tech sector, during the whole dotcom timeframe.”

Around the time Robinson became a Partner in Optimal Intelligence, the company acquired JA & Associates, another California-based investigations firm. It was a deal that allowed Optimal Intelligence to vastly expand its digital capabilities. “JA & Associates covered a larger area in California and around that time, about five years ago, we developed a CRM product (OI Track, named after the firm) that would allow our clients to manage their cases online. This is an SSL secure site, it’s encrypted and allows our clients to access pertinent information on their cases from anywhere in the world in real time.

“It also allows our field investigators to keep in contact with clients, allows our management team to manage our investigators throughout the country. We are in the same region as Facebook, LinkedIn, Twitter – this is really the epicentre of technology.

“We were then asked to manage our clients’ needs to look at activity of bad guys online. What we were successful at doing was getting contracts with clients to investigate fraud from subjects online. To that end, we developed our own proprietary technology, released in 2013. It’s called SN Track, which stands for Social Network Tracking.

“Since we released OI Track and SN Track, we have been able to secure exclusive contracts with a number of high hi tech companies and large insurance companies throughout California.”

OI Track gives the firm’s clients the ability to monitor their cases in real time. “They can look at digital evidence online in a secure site, our developers, based here and overseas developed a very secure site where clients can log in, look at the digital evidence and get real-time updates from the field,” Robinson explains. For example, if an investigator is following somebody, the client wants to know what’s happening in real time. We use GPS technology to track our investigators.

“We utilise a smartphone app, which communicates with OI Track and our investigators can provide data from the field, again in real time. The client can see what’s happening on the case and be able to aggregate the necessary information. After the investigation, there is also an invoicing component.

Everything our client needs is available to them. The info is also archived so they can access it later.”

Prior to OI Track and SN Track, Optimal Intelligence was doing things the old-fashioned way – a somewhat inappropriate approach in the digital age. “Before this system, we were going back to ‘cops and robbers’,” Robinson says. “Agents would be using paper and pen, recording devices, cameras and so on to document activity. This would be sent via snail mail, meaning it was not secure. Now we work with the new paperless digital format, meaning that different parts of a client’s company can access it, as can legal firms.

“The SN Track part of our system allows us to track, in real time, a subject’s activity in a public domain.

If we are tracking somebody that stole a car, for example, we could track them and their activity in real time. We could look for certain keywords, in real time on the world wide web.”

Over the past 12 months, Optimal Intelligence has redeveloped – and will be releasing – a new smartphone application for its clients and investigators, the firm has another suite of technology that is in beta form. “We are working with a number of new clients that are wanting to sign contracts with us to provide our technology and services,” Robinson says. “We’re considering releasing our OI Track technology to other companies. Those are areas that we’re looking at in 2015 and beyond. We are also providing training to other firms and our clients in terms of fraud proceedings and how to use technology.”

2014 was Optimal Intelligence’s best year so far.

“It was our highest grossing year and we continued to grow our business with new employees and new acquisitions of technology,” Robinson says.

And, with more and more companies falling victim to cybercrime, Optimal Intelligence’s technology-led approach will continue to reap results, he says. “We are finding that, industry wide, traditional crimes and means of investigation have remained quite stagnant but online fraud has increased. We’re finding a lot more breaches of corporation servers.

The important thing to understand is that Federal government or law enforcement don’t have a large budget with regards to corporate crime. Obviously if a government is hacked, then the FBI will jump in, but if you’re a small company that has been embezzled out of quarter of a million dollars, they typically would work with a firm like ours. They also don’t want that information in the public domain. They want it to be confidential so that it doesn’t impact their business.

“Over the next year, companies like ours that are making technology available to other firms will remain relevant and be able to compete,” he says.

“We see the next decade as being very robust for growth in our industry, particularly if we continue to implement and use technology. There are many other companies in our space but we would be an excellent asset to any client that wants to use us in their investigation. Our track record of proving cases and accessing data to be able to win cases for our clients is very strong and can be seen as a benchmark for other firms to follow.” n

42 Acquisition International January 2015

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Forming a Successful Business in...

Forming a Successful Business in...

Company: Al-Soaib & Partners Law Firm Name: Mohammed AlSoaib Email: soaib@soaiblaw.com Web: www.soaiblaw.com Address: Suite 211, 212, 2nd Floor South Tower Alumam Commercial Center Salhuddin Street (Siteen Road), Malaz, Riyadh, K.S.A. Tel: +966 11 4726362

... Saudi Arabia Al-Soaib & Partners Law Firm, in Riyadh, has been providing its unique legal service to clients since 1995 in the corporate and commercial fields, specialising in establishing corporate entities, litigation, delivering legal consultations and drafting contracts. Mohammed Al-Soaib, Chairman, tells us more about the firm and the finer points of setting up a business in the Kingdom.

The Saudi Arabian market is booming, and its business potential is endless, says Al-Soaib. “This is evident from the constantly-increasing demand from international investors aspiring to benefit from the excellent business atmosphere that the Saudi government is offering, along with a stable political environment the Kingdom is blessed with. Currently, the Kingdom’s investment policies are extremely vigilant to screen out investors showing apathy or carelessness in doing business, in addition to eliminating fraudsters who were previously a drain on the economy. This will filter the market to include serious investors only that would fully utilise market tools to maximise their profit. Moreover this will have the effect of focusing all investment incentives to the right beneficiaries who will contribute to the market expansion effectively.”

Al-Soaib says the Saudi government appears to be making construction work and contracting activity a top priority. “This comes against the backdrop of massive infrastructure works the Kingdom is undertaking lately, one of which is the famous metro transit project currently in full-blown construction.

Nevertheless, potential investors can still avail very lucrative business opportunities in other sectors such as healthcare, telecommunications, trade, etc., all of which are fast expanding.”

The process of setting up a new business entity in Saudi Arabia is designed to ensure that the applicant 44 Acquisition International January 2015

company is immensely experienced in the line of business under application; that it has the technical and financial aptitude to do business in KSA and that it has a track record of successful accomplishments in its native country, says Al-Soaib. “The process involves furnishing the basic corporate documents of the investing entity along with other documents attesting its business capacity.”

Establishing a new business entity may be time consuming, especially if the applicant company is not “big” enough, Al-Soaib continues. “Other challenges may come later after establishment, in the form of complying with the Saudization percentage set out for each business venture. However this will not be a problem for bigger or large scale enterprises that have a clear investment plan and a potentially strong market position.”

Al-Soaib & Partners Law Firm will invest nearly 20 years of experience, devote all its valuable network of connections, and carefully acquaint new business founders with all relevant laws that may affect their businesses, Al-Soaib says. “The process starts with negotiating the proper corporate vehicle that best suits the client’s business aspirations and precisely defining the activity sought to be practiced. Afterwards through our proficient team of lawyers and paralegals, we double check with the concerned authorities about the legality and compliance of the agreed business scheme to local investment regulations.

“Then we embark upon the entity establishment process by firstly obtaining an investment license from SAGIA. We then proceed with drafting the articles of association (for LLC establishment) till the process ends by applying and obtaining a commercial registration certificate from the Ministry of Commerce. We also assist the client in opening files in various government authorities that are essential to start doing business such as opening files in the Ministry of Labor, Social Insurance, etc.

Finally our services include applying for a Manager Visa for the appointed General Manager so as to help the newborn entity to have a representation amongst market players.” n

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The Saudi Arabian market is booming, and its business potential is endless.

”

SECTOR SPOTLIGHT www.acquisition-intl.com

Forming a Successful Business in...

Company: Customerworth Name: Michael Afolabi Oluwole Email: afolabi@ customerworth.net Web: www.customerworth.net Address: 58 Dundas Street, Freetown, Sierra Leone Tel: +232 76 412139

... Sierra Leone Customerworth, which started as an information technology firm in Sierra Leone, has over the years transformed into a consultancy service with strong focus on due diligence and advice on startups, conducting due diligence for clients in Sierra Leone, Liberia, Ghana and Nigeria.

met? What should potential new business founders be looking out for?

The key challenges are 1. Low level of education of the population and 2. Lack of expertise, investors coming to Sierra Leone should be ready to invest in man power training and retraining

This year, the firm is one of the contributors to the World Bank’s Doing Business in Sierra Leone project.

“Customerworth’s mode of service delivery is what distinguishes us from our competitors,” says Michael Afolabi Oluwole, CEO. “We place emphasis on getting the facts that matter, and not gimmicks. We deliver precise solutions to our clients.”

Tell us a little more about the process of setting up a new business in Sierra Leone. Does the process differ from other regions?

Setting up a new business in Sierra Leone is very easy now – in fact easier than most West Africa Countries.

You can register your business in a day once you go with necessary documents. To start with you can perform company name search online at www.oarg.gov.sl you can fill the application form as well online at the same website download sample of M and A and customised it to fit your company send it via e-mail and just go and make payment at the office and pick up your certificate.

To register a company these are the steps involved, 1st you need to perform a company name search to be sure of the availability of the company name once you have done that the next thing is to fill the application form, submit M and A with necessary documents and make payment, all these can be done within 1day and you will be issued with certificate. You can register a liability company with as low as $50 now (excluding the cost of printing M and A) and all these processes can be performed on the website except payment. I believe Sierra Leone will improve in doing business next year by the time World Bank factor all these new development.

The Mano River region, which includes the Parrot’s Beak area of Guinea, Liberia’s Lofa County and the Kono and Kailahun District of Sierra Leone, was until recently enjoying solid economic growth, says Oluwole. “Prior to the Ebola outbreak, the Mano River Region was enjoying steady growth, but the Ebola outbreak has slowed down the growth of the affected countries. Nevertheless, this region is still a sure bet for investment because of the steady political atmosphere, low crime rate and recent discoveries of oil in Sierra Leone. Sierra Leone will bounce back from the Ebola scourge, but we should be looking at midyear.”

The mining and tourism sectors have seen tremendous investment of late, says Oluwole. “The same thing applies to tourism sector: for the first time in history we have a 5-star hotel commissioned in Sierra Leone this year and more are still coming. Mining companies are thriving too, although two major mining companies went into administration this year. But the future is Tourism – Sierra Leone is blessed with beautiful beaches and wonderful topography far better than Gambia that is reaping much from her tourism, getting license for tourism and hospitality related investment is cheap in Sierra Leone, lands are not really expensive. Even with Ebola scare in country you can’t get a decent hotel to lodge in Sierra Leone because all the decent hotels are fully booked. Oil and gas sector is a sector to consider as well.”

What do you think the key challenges are for your region’s economy and how do you think these challenges can be

What are the most challenging elements of setting up a new firm in Sierra Leone and in what areas would you anticipate new founders encountering most problems?

There are no real challenges with setting up a new firm in Sierra Leone, the only problem is getting the right people, if you contact wrong person you will spend $10,000 for value of $50 but with right contact and you deal directly with government agencies even if you have to go through 3rd party or agency make sure you do your due diligence well, registering business, getting permits, registering with labour, registering employees with Social Security and Insurance Trust funds and opening bank account are very easy in Sierra Leone, an investor coming to Sierra Leone should try and get all the facts about all these as they are available online

Tell us about the process your firm will undertake when helping new business founders. What is your starting point and can you give us a rundown of the key parts of the journey to forming a new company?

The fisrt thing we do at customerworth is to conduct due diligence in the particular sector the founder want to invest in and advise him/her if this is a viable business, once the business is viable we advise on how to register the business by linking the client directly to the appropriate government agencies so he or she can have first-hand information on pricing and procedures we only charge agency fee for helping the clients thorough the procedures.

Why is your business the ideal choice for new business owners? What can or do you do better than your competitors and what advantages do your experience and expertise offer?

At Customerworth our charges are minimal we don’t give lump sum when assisting in registering business for an investor we let our client have access to the actual cost from different agencies, we also advice on the best way to cut cost and save for the business, our experience with working with Office of Administrator and Registrar General (OARG) the agency responsible for business registration in Sierra Leone give us an edge over other consultant. Customerworth developed the business online portal (www.oarg.gov.sl) for OARG. For how long do you work with clients who are looking to form a successful new business? What support do you offer once the company has been formed and started trading?

We dont just help register a company we continue to be part of the business until after recruitment of employees because that is the most critical aspect of running a business, getting a capable hands to run the business is most vital we help recruit or guide in the process of recruitment and help conduct diligence of the employees. We also help our clients to source for a reputable tax consultant to take care of filling of taxes.

Any other comments?

Doing business in Sierra Leone is easy and not expensive when investing in Sierra Leone is good to go through right channels, pay all government dues, never cut corners or try to cheat government, get all the required licenses and most importantly recruit capable hands. n

Acquisition International January 2015 45

SECTOR SPOTLIGHT www.acquisition-intl.com

2015’s Most Innovative Business Leaders It’s no coincidence that at the helm of many of the world’s most successful companies sits an innovative and creative business leader. But what exactly is it that sets them apart?

We caught up with two leaders at the helm of successful and innovative firms to find out more about their individual philosophies, their approach to business, the challenges they face and their plans for the future.

46 Acquisition International January 2015

2015’s Most Innovative Business Leaders

SECTOR SPOTLIGHT www.acquisition-intl.com

2015’s Most Innovative Business Leaders

Company: CUI Global Inc. Name: William J. Clough Email: wclough@cuiglobal.com Web: www.cuiglobal.com Address: 20050 SW 112th Avenue, Tualatin, Oregon 97062 USA Tel: +1-503-612-2307

William J Clough is President and CEO of CUI Global Inc. He tells us more about the firm, how it has fared over the last 12 months and what he expects the future to bring.

CUI Global is a publicly traded company dedicated to maximizing shareholder value through the acquisition and development of innovative companies, products, and technologies. From Orbital Gas Systems’ advanced GasPT2 platform targeting the energy sector, to CUI Inc’s digital power platform serving the networking and telecom space, CUI Global and its subsidiaries have built a diversified portfolio of industry leading technologies that touch many markets.

As a publicly traded company, shareholders are able to participate in the opportunities, revenues, and profits generated by the products, technologies, and market channels of CUI Global and its subsidiaries.

But most importantly, a commitment to conduct business with a high level of integrity, respect, and philanthropic dedication allows the organization to make a difference in the lives of their customers, employees, investors and global community.

Much like the infra-structure suppliers to the ’49 Gold rush in the US, we are supplying the “picks & shovels” in the form of advanced, high-speed analysis that will allow the natural gas users, producers, and transporters to accurately manage and deliver more and better product.”

There have been major challenges facing business leaders over the past few years due to the economic downturn and William tells us some of the challenges his firm has faced and how they overcame these issues.

“In the US the major challenges have come from a somewhat stagnant economic environment coupled with increased regulation. The “silver lining,” if you will, is that coping with these difficulties make a company stronger and tends to eliminate weaker competition – that is the main reason that, despite the economic environment, we have been able to increase our market cap by almost 400% over the past 3 years, while increasing our top-line revenues from approximately $19.0 mm in 2008 to more $70.0 mm in 2014.

President and CEO, William J Clough, describes the current business environment in the region.

“We have a worldwide presence, so face many of the same difficulties confronting all global market participants – Our two market channels are electromechanical (CUI Inc.), on the one hand, and Natural Gas/Energy (Orbital) on the other. Both are sensitive to commodity prices as well as the global upheavals and macro-economic trends.”

“There are two important traits that I feel make a great business leader; (1) is the ability to think outside the box and be adaptable; and (2) is to be passionate about what you are doing - about your company; your technology; your employees; and your shareholders.

There are certain sectors which have seen an increased activity of late and William tells us more about where he believes the greatest opportunities lie. “Certainly, the biggest change and the largest near-term opportunity for CUI Global is in the energy sector.,” he begins. “Our GasPTi, VE technology, and IRIS units put us at the forefront of the natural gas industry. As more and more of the world’s energy needs come from natural gas (due to both its availability and ‘clean’ nature), we are confident that our technologies will allow us to grow accordingly.

“I think my strongest attribute and particular philosophy in leading CUI Global has been to identify and surround myself with talented individuals, whom I empower to do great things. I am a team leader and team builder and I have the vision and drive to move the Company forward. Couple that with my passion for both the business and my employees adds up to the reasons why I believe I have been effective, however no one person can make an organization strong or successful – It truly takes a team, which is built on trust & respect.”

William tells us what particular initiatives and transactions have helped move the company forward and have added to its growing success. “Our acquisition of Orbital Gas Systems and the recent opening of our Houston Facility have insured our entry into the worldwide natural gas/energy markets and have been great growth drivers for me personally.

Our uplisting to the NASDAQ and the associated equity raises, were great learning experiences as well.”

With regards to the future, there are notable challenges ahead however William believes that the next 12 months will see CUI propelled forward even further. “The increased use of natural gas and the technological advancements we can provide should enhance our growth and exposure during the next 12 to 18 months. In addition, in the electro-mechanical field, CUI Inc. is becoming a recognized expert in the digital or intelligent power field – that expertise and our technology portfolio should see us growing in that industry during the next 24 months.” n

“

There are two important traits that I feel make a great business leader; (1) is the ability to think outside the box and be adaptable; and (2) is to be passionate about what you are doing.

”

Acquisition International January 2015 47

SECTOR SPOTLIGHT www.acquisition-intl.com

2015’s Most Innovative Business Leaders

Company: Colin’s Pack Name: Colin West Email: colin@colinspack.com Web: www.colinspack.com Phone: +1 310 383 8595

Colin’s Pack is a dog hiking business in Santa Monica, California, focused on creating balanced dogs through leadership, exercise and socialization. Colin West, owner and founder of Colin’s Pack, told us more about his company’s innovative approach to dog training.

My name is Colin West, and I am the owner and founder of Colin’s Pack, a dog hiking company in West Los Angeles. I’ll share some of my background, and then get into the business aspects and challenges looking forward.

After I graduated college in 2009 I hit some really hard times. Everyone in my family lost their house, and I moved into my grandparents’ new house in a little shack attached to the garage. I was surrounded by failure, and I realized then that most people don’t make it in life, most people don’t accomplish their dreams or become what they want to become, and it terrified me. It really woke me up. At that point I was exploring many different options, and I just could not get a job anywhere, which turned out to be the best thing that could have happened.

Then it just became clear to me and I had this sudden burning desire to start a dog hiking business.

I had been obsessed with Cesar Milan, the “Dog Whisperer,” in college, and had raised dogs and tried to imitate him, and I had thought about starting a dog walking business when I was in school, but pushed the idea side after school so I could get a “real job.”

So, in late 2010 when I started to look into the dog walking industry, I assumed that they would already be practicing the new things that Cesar Milan had showed everyone, (be the pack leader, have calm and assertive energy, etc.) but to my amazement, no one was doing it right, and there was no one really standing out as the best person or business “leading the pack” so to speak. So I saw that opportunity, I started the business and have been grinding ever since.

48 Acquisition International January 2015

It is really those hard times that I hit after school that woke me up and made me realize how hard I’m going to have to work to accomplish my dreams. I know what it is like at the bottom and I want to shoot for the stars. Right now the business is just me, I am the whole thing. So it has forced me to basically become a professional human being and learn how to manage my time, manage my energy, etc. So I have learned how to become a star for my own business, and my future challenge is going to be how to hire and manage stars, and create an environment for them to be happy and have the incentives for them to work hard. Without a doubt, the most important attribute that I think an entrepreneur has to have is persistence; you are going to be tested and you have to be ready to pass any test, no matter how hard, and do anything for whatever length of time is required, and you have to know that that’s who you’re going to be and how you’re going to do it in advance. After that I would say the most important attribute of a successful business leader is the ability to look forward in time-- to do experiments in your mind-- and to see what you think is going to work,

what potential problems you can foresee and how you can prevent them, and to always have the vision of what the business will become so you can keep it on the right path and steer it out of harm’s way. I am constantly thinking ahead, going over every scenario and weeding out any problems, and I think that if you have that mentally and habit, you will be able to avoid major catastrophes in your business. I think businesses are different, but this is for me what has been the most helpful.

I have some very big plans for the future, but something else that I have learned is to not discuss my plans until they are reality, but in about 5 to 7 years I should have some big things to show hopefully. There is a lot of opportunity that I see in my industry. I think the main thing that separates me from anyone else that I know or have seen in my industry is my willingness to work hard. To do a good job working with dogs is really, really hard, and there’s usually no one there to see it, so there is not much of an incentive to do the hard work. But I am willing to do whatever it takes to do a good job, whether people see the immediate results or not. My round-about approach of doing a consistently good job even when no one sees it has taken more time, but it has been worth it, and now my reputation is absolutely my most valuable asset. My reputation has put me in a position to expand and call on that trust and client base when the time comes. That’s all for now. Thank you for the award, I appreciate it! n

Parke Lawyers is an Australian legal practice committed to the highest standards of ethics and integrity and to providing quality, cost-effective legal services.

Parke Lawyers have developed a well-deserved reputation as a firm that gets results.

We provide a friendly, professional and confidential approach that offers commonsense and practical solutions. We achieve this by taking the initiative to identify potential problems and give advice designed to provide timely effective solutions.

We show our commitment to our clients through our global accreditation for security and legal best practice.

Be well advised

law@pl.com.au

www.pl.com.au

We speak: English, German, Greek & Italian

Melbourne

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Sydney

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Brisbane

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Adelaide

SECTOR SPOTLIGHT www.acquisition-intl.com

Portugal: A Promising Future

Company: Acoq Tax & Financial Consultancy in Portugal Name: Pedro Simoes Email: contacto@acoq.pt Web: www.acoq.pt Address: Rua abade faria,36,loja esq. 2725-475 Mem-Martins, Sintra Portugal Phone: +351-219205225

Portugal: A Promising Future ACOQ is a consultancy firm situated in Portugal. Here, they talk us through the Portuguese economic recovery and the challenges it brings to their business.

“In Portugal, businesses are slightly growing,” says Pedro Simões, Managing Director of ACOQ Consulting. “However citizens with fewer resources and competences find it hard at the moment.

“There is some speculation on investment in real estate, which in my opinion doesn´t help the market.

Recently a huge number of law enquiries for wellknown citizens, including former Prime Minister José Sócrates and other high level directors from public institutions are damaging the demand from foreigners for the real estate market. The Tax Office in Portugal is being very active in inspecting businesses and is inputting more bureaucracy that increases the cost to fulfil tax obligations.”

Portugal’s recovery from recession comes with many challenges but ACOQ believe the key to continued prosperity in Portugal relies on the efficiency and reliance of its public institutions.

“The challenge facing the country is to look into the future of our public institutions and adjust what they are offering to us. Basically, our public institutions do not work well. When you need something it´s a nightmare so the challenge is to get a better service to companies and individuals, which is the result of paying taxes.”

ACOQ is a company with expertise in the areas of corporate and individual tax advising, including; non-habitual residence status; consultancy on

investment (property, companies, financial products), management consultancy; general, analytical and budgeting accountancy; budget costs control; company evaluation and brokerage; price transfer file; business plans: set up, control and analysis of results and fiscal representation.

Key to the consultancy firm is its clients and the challenge of remaining competitive in its market. “For ACOQ, engagement with our clients and market is the only way to operate. Also, if we don´t constantly develop, we become part of history. We prefer to write our future every day.”

Despite the growth Portugal has recently been experiencing, all at ACOQ are optimistic yet cautious about the Portuguese economy and investment. “I think that real estate market is still a good option,” says Simões. “However, investors need to be more careful. Agriculture and tourism are always a good option to invest, especially because the Portuguese companies have competences and knowledge that are not easy to find.

“The challenge is first to increase liquidity on companies. We still have companies that have profitable businesses, but with less financing the outcome has fewer dimensions. It´s very difficult to grow companies to compete worldwide but some big companies in Portugal have also lost huge sums due to bad investments.”

One of the main problems facing Portugal is tax evasion. According to the Observatory for the Economy and Fraud Management, undeclared money circulating in Portugal equates to around 60% of the bailout given by the Troika and is also just over a quarter of the annual GDP in Portugal. The total of 46 billion euros said to be circulating in the parallel economy is also the highest figure since calculations began.

“The Portuguese government have increased tremendously the obligation to declare information,” says Simões. “The government started to oblige all business transactions to include an Invoice, and at the same time obliged the suppliers to provide invoice information every month.”

Instrumental to Portugal’s recovery was its growing export market, about which Simões commented: “In Portugal, there are some products that are traditionally exported, such shoes, wine, etc. The export of services has a long way to go, but I think that is suddenly starting.”

An important factor for foreign investment in Portugal is its geographical location. “The location of Portugal is very important when you want a good access point into Europe by sea. I think that, at the moment, everything changes fast. We will have elections in late 2015, and I don’t foresee any major developments before then.” n Acquisition International January 2015 51

WMI

Wealth Management Insights Summit

Cap Intro Event & Conference

for Family Office Investors and Alternative Strategies Money Managers April 19 - 21, 2015 Ponte Vedra Beach Resort, Florida pre-scheduled 1:1 private meetings networking at program sessions, golf, meals & cocktail hours HIGHLIGHTS • Present to and network with family office investors.

• Pre-arranged one-on-one meetings with investors who have interest in your strategy.

• Intentionally limited attendance size. As a result,

networking time at the golf tournament, meals, cocktails and evening socializing events give ample time for family office investors to spend additional time with the investment managers beyond the one-on-one meetings.

• Relevant and insightful conference program content created by leading hedge fund and alternative strategies industry professionals. Speakers include:

Rick Pitcairn, CIO, Pitcairn Aaron Brown, Risk Mgr., AQR Capital Management Stewart Massey, CIO, Massey, Quick & Co., LLC Bruce Frumerman, CEO, Frumerman & Nemeth Inc. Suzanne Currie, Partner, Currie Consulting Group

• Network over golf.

• The only cap intro conference whose program advisory

board includes family office investors.

• Fully hosted, complimentary attendance for qualified

family office investors, including registration, hotel and air fare.

Contact Ryan Hagan to inquire about registering www.wmisummit.com

n age E

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T

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ryan@ngagevents.com 407-212-5758

SECTOR SPOTLIGHT www.acquisition-intl.com

A Notary for Your Diary - The Seal of Approval That Every Business Needs

Notary Public Services Company: Notary Public Services Name: Anthony Samuels Email: anthony.samuels@ notary-public-services.co.uk Web: www.notary-publicservices.co.uk Address: No. 1 London Bridge, London, SE1 9BG Phone: +44 7769 900565

A Notary for Your Diary - The Seal of Approval That Every Business Needs With only 800 in the country, finding and accessing a Notary Public for England and Wales can take up valuable time and resources. However, as Notary Public Anthony Samuels explains, it is all about planning ahead.

Big business is all about big decisions... you’ve heard it all before. But here’s the poser - what happens when the minutiae suddenly become the important cog in the company wheel?

I am one of the elusive 800 and regularly come up against just this type of situation.

How do you solve a problem like the scenario where a document has to be notarised half an hour before the CEO jumps into his car to head to the airport?

Recently, I was asked to go to Heathrow Airport late at night to notarise documents for an American company director who was changing planes... so not much room for manoeuvre there. However, because I had carried out all relevant searches and enquiries earlier in the day, and had also prepared the documents in advance, completion was straightforward.

This crucial and urgent work is carried out daily by me wearing my 24/7 travelling Notary Public hat and, as luck would have it, there are very few of me around.

For the uninitiated, a Notary Public (a notary and a public notary) is an officer of the law qualified to serve the public in non-contentious matters usually concerning estates, deeds, powers of attorney and foreign/international business.

Examples of my work include attesting the signature and execution of personal and corporate documents, administering oaths and declarations, authenticating the execution of documents, attending upon the drawing up of bonds, providing documents to deal with the administration of estates of people abroad, verifying property deals and authenticating company and business transactions.

Pretty standard fare, you would think... but not so standard if the nearest notary is two hours away and fully booked for the day.

of my clients. Provided the groundwork is fully complete, the work can be concluded in a remarkably short time.

The solution is meticulous, expert and swift planning.

Basically, the process works like this: prior to the meeting, the client scans me everything I need. I then prepare the relevant documentation and inspect the originals when I meet the individual concerned.

In the event of legalisation/apostilling at the relevant embassy, consulate or our own Foreign Office, I arrange that too and aim to return the document to the client by hand that same evening.

My USP is that I am there to finalise a case whenever and wherever my client wants and needs me.

If you are a time-is-money business person, knowing that your notarial business will be signed and completed swiftly and efficiently is one less thing to worry about. We are the calm-calm in every urgenturgent situation.

I am fluent in French and Spanish, conversant in Italian and Portuguese and, importantly, my fees are very competitive for this specialised, bespoke and niche service.

I have worked many years in the law, starting as a sports, property and entertainment solicitor at Nabarro LLP before setting up my own law and property businesses in Central London, North London, Hertfordshire and Surrey, which I sold in 2006.

Thereafter, I was Non-Executive Chairman of Clydesdale Bank plc, South London Region, Treasurer of the Conservative think-tank The Bow Group and a Liveryman and Freeman of the City of London. I am also a Consultant at Howard Kennedy LLP in our beautiful new offices at Number One London Bridge and was recently elected as a Surrey County Councillor, being appointed Cabinet Lead for Property, Assets and Regeneration.

Being a notary sounds exciting , challenging , even adventurous. Anthony never knows what the next day will bring as he serves his clients.

We wish him good luck for many years to come. n

In my case, I am available 24/7 and regularly travel anywhere in the world to meet the demands Acquisition International January 2015 53

Tonucci & Partners Tonucci & Partners is an international law firm with offices in Rome, Milan, Padua, Florence, Bucharest and Tirana.

Tonucci & Partners is one of the largest Italian independent firms.

Founded in 1994 and headquartered in Rome, the firm’s operations and practices are international.

Tonucci & Partners’s six offices in Italy, Romania and Albania ensure that domestic and foreign clients have access to prompt, reliable and customized legal services for their Italian and Eastern European activities. Additionally, we have consolidated working relationships with leading foreign global law firms with offices in the most important markets in Europe, Asia and the Americas. Through this network Tonucci & Partners’s clients have direct access to local market expertise on a truly global basis.

Tonucci & Partners’ work focuses on complex cross-border and multi-jurisdictional transactions and litigation. We have significant experience in corporate and financial transactions; civil, criminal and administrative litigation; public tenders and procurements; telecommunications and information technology; EU and antitrust matters; employment; and tax. Tonucci & Partners has also acted as legal advisor in major privatizations in the banking and telecommunication industries in Italy and abroad. Our client base includes domestic and foreign corporations active in a wide range of industries, financial institutions, governmental entities and individuals requiring personal legal services.

Tonucci & Partners’ lawyers include professionals admitted to practice in Italy, Romania, Albania, England and Wales and New York.

Several of our lawyers have received post-graduate legal education and training abroad and have previously worked for other leading international law firms, multinational corporations and financial institutions. The firm encourages the academic activities of its lawyers and many of them hold university teaching positions.

Tonucci & Partners’ working languages are Italian, English, French, German, Spanish, Romanian and Albanian.

Tonucci & Partners’ geographic reach, the quality and experience of its lawyers and its diverse client base make it an ideal partner in finding legal solutions tailored to each client’s individual requirements. The firm’s mission is to look beyond the legal aspects and help clients meet the challenges of their continuously evolving businesses.

mail@tonucci.com

www.tonucci.com

SECTOR SPOTLIGHT www.acquisition-intl.com

Immigration and Economy

Company: Irish Bentley Lawyers & The Migration Place Name: Zeke Bentley Email: Zeke@ irishbentleylawyers.com.au Web: www.irishbentley.com.au www.themigrationplace.com Address: Top Level, 99 Creek Street, Brisbane CBD, 4000, Queensland, Australia Phone: +61 7 3229 4060 Fax: +61 7 3229 4063

Immigration and Economy Zeke Bentley is the Principal Lawyer at Irish Bentley Lawyers/The Migration Place. He tells us more about the firm and its areas of expertise.

Established in 1974, Irish Bentley Lawyers is a firm that believes in the client’s right to quality representation at a fixed price. The Migration Place is a division of the firm.

He holds specialised qualifications from the IPA (Insolvency Practitioner’s Association) and takes pride in being involved in all matters at a strategic level.

Zeke tells us more about the firm: “Our Dynamic team of solicitors are transforming the way that traditional law firms operate, boosting one of the most diverse portfolio of clients and areas of law handled by one firm,” begins Zeke.

Zeke describes the current business environment in the region as “rapidly evolving and abundant with opportunity. The post GFC economy has compelled businesses to utilise new technologies and efficiencies. Asset protection, tax structures and intellectual property gained renewed importance.”

“Our extensive experience across diverse legal disciplines ensures we can identify overlapping legal issues to achieve extraordinary results for clients.”

The firm’s areas of focus include: Business Law Taxation & International Trade Law Insolvency Bankruptcy and Restructuring Law Litigation Solutions Migration Law Zeke practices primarily in litigation, tax and insolvency law, and he has acted in a number of high profile multimillion dollar litigation matters, as well as successfully defending major prosecutions levelled against his clients by the ACCC, the CDPP, ASFA, ASIC and the ATO.

Zeke continues to explain the perception people in his region have about the effect of immigration on the economy. “Australians have a generally positive view of immigration. Nearly a quarter of all Australians were born overseas, and our country was built on migrant labour.

“New Australians often have friends and relatives who migrated to Australia decades ago and there is a broad mix of cultural groups ready to help the new Australians.”

Following a career as a legal officer in Singapore, Zeke was admitted to the Supreme Court of Queensland in 1996, and in 2000 he took over the helm of Irish Bentley Lawyers.

There are certain services, industries and institutions that may be at an increased risk from immigration, but Zeke says: “Immigration is not a risk to our services, industries or institutions – rather, we believe that immigration enhances our society and economy, helping our industries to grow with knowledge and skills that we they would otherwise not have access to. The injection of new business approaches, skills and capital are all huge assets for Australia.

His tactical litigation skills have secured many Court victories, and the Firm has gained an enviable reputation for establishing new legal precedents and outstanding results.

“There is a skills shortage in Australia, and the immigration programme helps with this. More workers results in a stronger economy and a more prosperous country in areas such as health, education and

infrastructure. In turn, Australia becomes a more attractive option for migrants and the cycle continues.

“With approximately 68% of migration in the 20132014 year being in the skilled stream, it is clear that the Australian economy’s need for skilled workers is at an all-time high. Each skill assessing authority has different requirements of when an applicant is considered skilled, for example whether post-qualification work experience is needed and how much. It is difficult for many applicants to accept that while they may have been working in their field for their entire working life, they may not meet the strict requirements of the assessing authority. It is important for applicants to understand that while they may meet the requirements of the visa subclass, the skill assessment may be a major obstacle to their migration to Australia.”

There is a growing focus by the Australian Government on investment, Zeke elaborates. “In October 2014, the new Premium Investor Visa was announced. Under the Premium Investor Visa, applicants will need to make an investment of $15,000,000. After just 12 months, applicants would be able to apply for Permanent Residency. This visa will be coming into effect after July 2015.”

With regards to the future, Zeke has some predictions regarding the migration industry as we move into 2015.

“The migration industry can only continue to grow in 2015,” he states. “Demand for Australian visas is particularly strong from the United Kingdom and Asia (especially the Peoples Republic of China, India and South Korea). Australia is consistently being regarded as a desirable place to work, earn and learn, and we are attracting more and more highly skilled applicants who are wanting to contribute to our growing economy.” n Acquisition International January 2015 55

SECTOR SPOTLIGHT www.acquisition-intl.com

Q4 Review

Q4 Review Things are looking up for global business: the final quarter of 2014 was, for many companies, overwhelmingly successful and, as the global markets continue their recovery, firms are beginning to see demand for their products and services rise once again.

Now firmly into 2015, we have been speaking to a range of companies operating in a wide range of sectors and regions to find out more about their recent performance, and what they think the coming year will bring.

56 Acquisition International January 2015

SECTOR SPOTLIGHT www.acquisition-intl.com

Q4 Review

Matthew Jackson, a partner in Barack Ferrazzano’s Corporate and Real Estate groups, provides his insight on what to expect regarding M&A activity in 2015.

During 2014, our firm experienced strong transactional activity in a variety of sectors, including energy, luxury goods, real estate and technology. As we move into 2015, we expect continued strength in M&A activity, both nationally and globally, due to both general economic and market-specific factors.

Available historical and survey data and industry analysis also suggest we should expect increased M&A activity in 2015.

Company: Barack Ferrazzano Kirschbaum & Nagelberg LLP Name: Matthew A. Jackson Email: matt.jackson@bfkn.com Web: www.bfkn.com Address: 200 W. Madison St., Chicago, Illinois 60606 Phone: +1 312 629 7325

Throughout 2015, transactional activity in the U.S. and globally should continue to benefit from a generally positive transactional environment.

Conditions supporting robust 2015 M&A activity in the U.S. include historically low interest rates, improved consumer confidence and spending, plump corporate balance sheets and increased strength in the U.S. dollar. In 2015, potential acquirers may have to overcome impediments such as potential increases in interest rates, increased competition for targets and increased multiples. However, we do not believe that these impediments will lead to a downturn in M&A activity in the near future. Rather, we expect deal volume and value, which increased in 2014 to levels not seen since before the 2007-2008 financial crisis, to further increase in 2015.

Michael Campbell, Corporate Financial Analyst at Cybergy Partners, Inc. provided Acquisition International his review of the operational investment marketplace for the final quarter of 2014, focusing on emerging trends from the US federal government changes.

Matthew Jackson represents both domestic and international public and private companies in various industries, including energy, insurance, luxury goods, manufacturing, real estate investment trusts (REITs), transportation and technology. Barack Ferrazzano provides a wide range of business-oriented legal services to some of the most respected and wellknown companies around the world. Our vision is to provide the highest quality of service with the cultural advantages and flexibility of a mid-sized law firm. n

“

As we move into 2015, we expect continued strength in M&A activity, both nationally and globally, due to both general economic and market-specific factors.

”

•

• Cybergy Partners is an operationally-focused investment firm, committed to building a premier, full spectrum assistance and advisory services and products provider to the federal government, state governments, and private clients through a disciplined execution of an organic growth and accretive acquisition strategy.

Company: Cybergy Partners, Inc. Name: Michael Campbell Email: mcampbell@ cybergypartners.com Web: www.cybergypartners.com Address: 10333 E. Dry Creek Road, Suite 200 Englewood, CO 80112 Phone: 303-586-3232

Cybergy companies form a family of innovative, technology-enabled businesses that lead the way in clean energy, smart grid, energy resilience, cybersecurity, and business growth services. We believe our operations model, which allows us to deliver our service offerings in a disciplined and consistent manner across all geographies and business lines, as well as our highly centralized back office operations, are competitive advantages.

As the federal government seeks to trim budgets and procure more efficiently in the current economic environment, management has observed a number of trends: •

•

There is an increase in multi-contractor awards, therefore, those firms that are best at operating joint ventures and teaming agreements will have greater opportunities The Department of Defense (DoD) has adopted a ‘best price technically qualified’ bidding practice, which has generated a race to the bottom on margin. The DoD is, therefore, a less attractive

•

customer for ‘commodity’ products and services based on margin Programs and agencies such as the Department of State, which operates our embassies and foreign diplomacy, are seeing significant budget increases, and DoD is fighting wars on two fronts Cybersecurity and intelligence are seeing significant increases in spending Clean energy and smart infrastructure are getting increased attention due primarily to severe weather events.

The challenges faced by our business offerings in 2014 resulted in revenue declines. We have seen declines in some of our contracts due to delays in government contract awards and funding, and to the expiration of programs without follow-on contract awards to continue the work. In response to our uncertain business environment, we took actions to reduce our indirect costs to achieve and retain balance with our workload in 2014. Our plan continues to focus organic sales efforts on opportunities yielding a higher gross margin, which may result in decreased opportunities for revenue from lower margin business. As funding becomes available, we plan to seek strategic acquisitions that will provide either geographic or business line opportunities. Our plan to expand the markets and service offerings should provide us with a steady revenue and earnings source, which may not be so reliant on tax funded government spending.

Deal appetite for Q4 2014 vs the same time last year has improved. However, we have seen many target acquisition candidates delist themselves in order to proceed with an acquisition (as a buyer) with the hopes to relist sometime in 2015. n

Acquisition International January 2015 57

SECTOR SPOTLIGHT www.acquisition-intl.com

Q4 Review

New generation market leading Virtual Data Room provider which allows organisations to exchange confidential information securely and efficiently. Francisco Lorca, CEO, tells us more.

EthosData provides and online solution to easily share sensitive information with the highest standards of security and data protection. Partly owned by Moody’s, EthosData has been involved in some of the most public M&A and IPO transactions worldwide and is being adopted as an integral part of the deal flow in many global law firms, investment banks and corporations.

Company: EthosData Name: Francisco Lorca Email: francisco.lorca@ ethosdata.com Web: www.ethosdata.com

“Our business is based on providing the best expert service to each of our clients. We are proud to offer more than just a technological solution, we provide 24/7 assistance and service along with one of the most secure, robust and fastest platforms of the industry and very easy to use”, says Francisco Lorca, CEO, EthosData. “Our aim is to become part of our clients’ teams to be able to manage their projects, being reliable and giving them peace of mind”.

The Virtual Data Room industry is currently seeing a huge uptake, says Lorca. “The big difference in our industry is that as our users are now accustomed to the data room technology they are more demanding on service, and this is a great indicator and dealmaker on how to tell the professional firms from the rest. Having a professional dedicated service team and top of the line platform is key for this industry”.

service. This continuous investment has been recognised with multiple accolades such as the multiple awards given by AI. Our business grew very strongly in all the regions, with special emphasis in Asia and the Americas.”

“The Virtual Data Room industry is not very volatile”, he continues. “As we have global presence we benefit from operate in different markets being involved in international transactions. However, 2014 has experienced a change and markets have been focused on the sell of assets, project finance and fund raising operations.”

The latter part of 2014 saw increased regulation and concern about security, says Lorca. “The events related to data breaches have made clients more focused on the importance of security. Clients are now very knowledgeable when it comes to technology and require all the relevant security and data privacy measures and certificates.”

Over the coming 12 months, Lorca expects to see the industry continue to grow – and thinks clients will adopt a more security-minded approach to their digital information. “We foresee a continuous increase in the number of transactions globally irrespective of size and industry. We are proud to offer a first class Virtual Data Room, operating worldwide with local presence with allows us to take care of our clients.” n

Lorca says EthosData finished 2014 very strongly.

“EthosData has kept investing in its platform and

Merrill DataSite is a premier due diligence platform for M&A transactions, which enables dealmakers worldwide to work collaboratively and share information in a secure online workspace. Jerome Pottier tells us more.

We organise thousands of paper documents and electronic files into one searchable and flexible index.

To date, we have successfully operated more than 35,000 projects, uploading 825,000,000 pages of data.

Company: Merrill DataSite Name: Jerome Pottier Email: Jerome.Pottier@ merrillcorp.com Web: www.datasite.com Phone: +33 (0)1 40 06 13 12

What sets Merrill DataSite apart is our unrivalled, multi-lingual project managers with their years of experience and expertise. A dedicated team is assigned at the start of each transaction and is then available 24/7/365 to give clients peace of mind that any issues related to their due diligence project will be address.

Working with clients at the start of an M&A process, throughout due diligence, Merrill DataSite are a leading indicator of M&A activity. Q4 2014 was strong for us across many European markets, with virtual data rooms flourishing in the UK and Ireland, France and Germany, which means the first part of 2015 is shaping up well for deals, particularly in these regions.

There are always ongoing questions in the M&A environment caused by wider issues, such as how the financial crisis in Russia will impact markets.

Many European companies either export there or have a very strong local presence. An economic

58 Acquisition International January 2015

downturn would impact these businesses and also many of the small and midcap companies working with them.

Having said that, we witnessed a lot of action, particularly in the mid-market, last year and confidence in general continues to rise, along with the appetite for M&A. In fact, an issue for our clients is the availability of quality assets. For the best businesses competition remains fierce. Corporates have healthy balance sheets and want growth, Private Equity has “dry-power” to be invested and public markets are vying for assets. This should make 2015 very interesting and hopefully very busy. n

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To date, we have successfully operated more than 35,000 projects, uploading 825,000,000 pages of data.

”

SECTOR SPOTLIGHT www.acquisition-intl.com

Company: Sturgeon Ventures LLP Name: Seonaid Mackenzie Email: sm@sturgeonventures.com Web: www.sturgeonventures.com Address: Linstead House, Disraeli Road, London SW15 2DR Phone: 0203 167 4625

Q4 Review

Sturgeon Ventures LLP is the pioneer of Regulatory Incubation with the FCA in the UK, known also as Regulatory Umbrella or regulatory hosting, working with start-up fund managers and corporate advisory.

Since 2000, Sturgeon has incubated many firms, including AIFMs, hedge funds, venture capital funds, corporate finance, private equity, capital introduction, family offices and energy market participants.

Sturgeon assists through FCA application, and continues with compliance monitoring.

Seonaid Mackenzie, Managing Partner, Sturgeon Ventures LLP, says the current UK business environment is very buoyant. “Our demand has increased due to increased complexities in the investment world and people leaving large banks,” she says.

Start-up confidence is good, she says, while the Alternative Investment Fund Managers Directive (AIFMD) had a huge impact on the sector, from which Sturgeon benefitted, she says.

Recent global economic growth has been quite uneven, and Mackenzie says the current situation in the UK presents challenges. “I believe it is challenging,” she says, “and why entrepreneurship is growing; people feel more secure as masters of their own destiny.”

Asked about which economies have had an influence on global growth recently, she says, “I think, although

China slowing, it is still growing at estimated 7% versus the UK at 0.5%, and the US is in recovery.”

The UK’s economy, though, is becoming more stable, says Mackenzie. “Equity markets are still unstable due to the current situation with oil,” she adds.

Mackenzie feels that more instability, still-low interest rates, but wages will look more real with no inflation, and lower raw material costs which will show themselves more at year end.

Looking ahead to the rest of 2015, Mackenzie says, “I believe Oil will stay around the US$65 level, UK interest rates will not rise this year and UK Equity markets will remain volatile, and bond yields low.”

The UK general election will put further pressure on the markets, she says. n

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Our demand has increased due to increased complexities in the investment world and people leaving large banks.

”

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I wanted a white collar franchise with good growth potential that I could operate with my family. The more I found out about the success of the TaxAssist Accountants model and the more I talked to people at the Norwich Support Centre and around the network, I became convinced that this was the business I wanted to buy into and continue to grow. I bought an existing franchise and I can confirm that the whole package has proven to be extremely effective. I haven’t looked back and the growth of the business has continued apace.

”

Mike Melling, TaxAssist Accountants Franchisee, Radlett, Harpenden and St Albans

Are you tired of working for someone else and want to branch out on your own?

Maybe you’re worried about going it alone and the risks associated with it. If so, then why not consider running your own accountancy practice with a multi award winning franchise which will give you brand credibility from day one. You will have access to professional training and full Technical, Marketing and Business Support for you and your practice.

199 franchise areas 52,000 clients 20 years of success £34 million pound fee bank

TaxAssist Accountants is the UK’s largest network of accountants dealing specifically with small businesses.

For further information contact us on

0800 0188297

www.taxassistfranchise.co.uk Acquisition International January 2015 59

SECTOR SPOTLIGHT www.acquisition-intl.com

Trademark Law: Trending to the Top

Company: Edwin Coe LLP Name: Simon Miles Email: marketing@edwincoe.com Web: www.edwincoe.com Address: Edwin Coe LLP 2 Stone Buildings Lincoln’s Inn, London, WC2A 3TH Phone: +44 (0)20 7691 4000 Fax: +44 (0) 20 7691 4111

Trademark Law: Trending to the Top Edwin Coe believe intellectual property is a vital tool in the creation and protection of dynamic business assets. Their team combines dedicated IP solicitors and European and UK trademark attorneys with heavyweight litigators experienced in IP litigation.

At Edwin Coe, we undertake all types of intellectual property advice including: • • • • • • • • •

Confidentiality/trade secrets Copyright and related rights including database rights Design protection IT, technology and communications Internet domain names Know-how Passing off Patents Trademarks and portfolio management

Our reputation for heavyweight litigation makes us a popular choice for tricky contentious IP matters.

We also have a thriving corporate and commercial department, which assists clients with a variety of matters often associated with non-contentious IP transactions, including preparing and negotiating a wide range of commercial contracts and agreements.

Sectors in which we have particular experience include: charities and not-for-profit organisations; art and design; sport and leisure; technology and communications; food and drink; fashion and cosmetics and automotive.

Practice Head, Simon Miles is on the Council of the Institute of Trade Mark Attorneys (ITMA) and on the Law and Practice Committee of ITMA and the Designs Working Group. He is a regular contributor to the ITMA Journal and has also written articles for (amongst others): The European Intellectual Property Review, Copyright World, Trademark World, and The Entertainment Law Review. n

Our clients range from large enterprises, to SMEs, charities, individuals and entrepreneurs. We provide a full service from the acquisition, exploitation and protection of intellectual property, through to its commercial use and the handling of infringement and other contentious issues.

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Bridging Success 2015

Company: Dragonfly Property Finance Notary Public Services Name: Jonathan Samuels Web: www.dragonflyfinance.com Address: 33 Holborn, London EC1N 2HT Phone: +44 0800 294 6850

Bridging Success 2015 There is currently a huge appetite for short - and medium - term property loans across the UK, and Dragonfly Property Finance, a self-funded principal lender, is leading the way. We spoke to Jonathan Samuels, CEO of Dragonfly Property Finance, to find out more.

Dragonfly Property Finance is a self-funded principal lender, offering not only short-term bridging loans, like traditional bridging finance companies, but also medium-term loans of up to five years.

speaking, bridging loans aren’t suitable for people who have a poor credit record, are inexperienced in this area or are using the loan as a last resort to buy their own home.”

Dragonfly set up as a bridging lender when most other lenders were heading for the hills – during the Global Financial Crisis of 2008/09. “We believed that the massive retreat of the mainstream lenders, and most other bridging lenders, offered a once-in-alifetime opportunity,” says Jonathan Samuels, CEO. “And so Dragonfly was born.”

A healthy appetite Currently, there is a huge appetite for short- and medium-term property loans – not just in London and the South East, but across the UK as a whole, says Samuels. “We’ve seen a growing desire for bridging and alternative forms of lending across the country in the past few years, which is why we’ve made several significant regional hires to facilitate the growing demand. The recovery of the property market and renewed confidence in the economy have further contributed to the growing demand for our products.”

In the five or six years since its launch, Dragonfly has established itself as the UK’s leading lender of short and medium-term property finance. Reflecting this, the firm has lent over £1.1bn since inception.

“We focus on five key areas: bridging loans of between one and 18 months; medium-term buy-tolet loans of between two and five years; commercial property finance; second charges; and development and mezzanine loans,” Samuels says.

Bridging loans, says Samuels, are for people who need to borrow funds urgently. “They exist to get you from a point A to a point B. Regarding risk, there should always be a solid exit strategy attached to any bridging loan. They should never be taken out unless the investor has a way of paying the loan off, for example, through a remortgage or the sale of a property.

“If bridging is done correctly, risks are very low,” he continues. “And even while the interest rate on a bridging loan is higher than that of other forms of lending, it is only intended to be used for a short amount of time – usually up to 12 months. Generally

Residential remains very strong this year, he says – as it has been virtually every year since 2009. “Bridging is a curious sector in that it can perform strongly in both bull and bear markets. When the residential market, for example, was under pressure and prices were falling, bridging helped investors maximise the opportunities available. In today’s buoyant market, by contrast, bridging has been a great facilitator and makes investors and buyers not just more flexible but more competitive. With the economy recovering all the time, over the past 12 months we have also seen a sharp rise in activity levels and completions in the commercial sector.”

A growing industry Before the financial crisis, the short-term market was relatively immature. But bridging as a whole has changed beyond recognition in recent years, says Samuels. “Today’s lenders are far more robust and are in it for the long-haul rather than shortterm. Borrowers sense this. It also helps that typical

bridging rates today are roughly half what they were pre-GFC.” At £2.42bn, the bridging market is now three times bigger than it was in 2011, when it stood at £0.8bn.

“Most of the change has been in the calibre of lender, the rates charged (which have fallen dramatically), product innovation and general borrower awareness,” Samuels says.

For this growth to continue, bridging must remain transparent, focused on the interests of the borrower and continue to enhance its reputation through professional and sensible lending, he adds.

Over the next 12 months and beyond, Samuels expects to see industry consolidation – which “could shake things up a bit”, he says, adding that the interest rate up-cycle and future of the economy will naturally also have an influence on the market. n

“

Today’s lenders are far more robust and are in it for the long-haul rather than short-term.

”

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Patents: Storming the World of IP

Company: First Thought IP Limited Name: Mark Milhench Email: mark.milhench@ firstthoughtip.com Web: www.firstthoughtip.com Address: First Thought IP Ltd, 35 New Broad Street House, New Broad Street, London EC2M 1NH Phone: 0845 658 6869

Patents: Storming the World of IP First Thought IP Ltd is a full-service intellectual property law firm that advises on patents, designs and copyright, licensing and litigation issues. Mark Milhench, Chartered Patent Attorney and a European Patent Attorney, and Managing Director and Owner of First Thought, told us how his firm helps businesses navigate the often challenging IP environment.

First Thought IP Ltd specialises in intellectual property law, in particular in patents for physicsrelated inventions, engineering, telecoms and software and in registered designs.

that is at least comparable (if not better) than those provided by other larger firms,” says Milhench.

“We pride ourselves on being commercially aware, and acquiring IP rights for our clients that will be commercially useful to them.”

“Essentially, we are able to handle all fields of technology other than biotech or genetics inventions and complex chemical inventions,” says Mark Milhench, Managing Director and Owner. “We have expertise in litigating patents, particularly in the UK, Europe and the US. We are also skilled in helping our clients to acquire funding, to monetise their IP, and to evaluate acquired intellectual property.”

Towards the start of 2014, Milhench says many of First Thought’s clients were experiencing problems acquiring funding for the activities – and hence their IP portfolios. Start-ups, in particular technology startups needing funding to develop prototypes and build products, did not appear to be particularly attractive to conventional investors, he says.

The company was initially established to provide a low-cost, high-quality service for start-up companies that couldn’t afford to engage the larger firms in the UK. “We are small enough to be able to offer flexible payment options, and we provide a level of service

“Thankfully, this situation appears to have improved somewhat through 2014,” he says. “Clients, with our help, have identified new sources of funding; and the corporate chequebooks of the traditional financiers appear to be opening once again. Several

clients have achieved funding through crowdfunding campaigns, other others have acquired investment from high net worth individuals and venture capitalists.

“A corollary of the difficult trading environment at the start of 2014 is that we have seen more work from business restructuring and turn-around companies and individuals. These companies and individuals have been busy picking up struggling companies, and we have been engaged to evaluate, price and ultimately run the IP portfolios of the companies they’ve acquired.”

A growing demand Recent years have seen a sudden increase in demand for patent attorneys’ services. Why is this?

“In my view, the general public and companies alike have become more aware of intellectual property, and the advantages that it can offer when properly protected,” says Milhench. “In our segment of the IP market, there are few high-quality, low cost companies that have the breadth of experience that we can offer our clients. We have also found that more care is being taken to properly evaluate intellectual property before companies are acquired, whereas the IP tended to be dealt with as something of an afterthought in the past.

“On a personal level, I think there is a general lack of attorneys who are knowledgeable and commercially aware. Too often I find that clients have spent money on having applications drafted that are legally adequate, but commercially of little use. This is something that we always try to avoid.”

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Patents: Storming the World of IP

If using an inexperienced attorney can lead to problems further down the line, the consequences of failing to use one at all could be catastrophic.

“Fundamentally, the biggest risk of not using a patent attorney is getting something wrong – as it’s often impossible to correct such mistakes,” Milhench says.

“Patents are extremely complex, and the rules differ from country to country. This is another reason why it’s important to use someone who’s knowledgeable not only about the UK but other key markets as well.

For example, I’ve been involved in complex litigation in the US and elsewhere, so I know what works when a case comes to trial, and I can draft patent applications with one eye on just such an eventuality.

“It is also the case that the patents system runs on strict deadlines that often cannot be extended. If you miss one of these, then rights can easily be irretrievably lost. You need an attorney to keep on top of what’s happening, and what needs to be done by when.”

An ever-changing landscape To stay at the forefront of any changes or developments in the industry, Milhench says First Thought is set up to monitor changes in the law, and regularly reviews the latest UK, European and US case law – so the firm is always aware of the most relevant issues that arise, and how best to avoid them. “We also have a close network of like-minded associates who keep us informed of significant changes in their jurisdictions,” he adds.

The coming year could present challenges for patent practitioners, says Milhench. “In the next 12 months we may have the Unitary or so-called Community Patent to deal with. This patent will provide a Community patent that covers the entirety of Europe, unlike the current system where European patent applications are converted – after grant – to a bundle of standalone national rights. It will be interesting to see whether our clients prefer filing for Communitywide protection, or whether they continue to file European Patent Applications.

“Aside from legal changes, I expect that our clients will continue to find it tough to raise funds and finance their businesses using conventional sources,” he says. “Equally, I expect that many of our clients will start to look for community funding for their businesses.” n

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Acquisition International’s Eastern Europe Review

Juris Mochulskis, jr.

Latvian Sworn Attorney 11, Novembra krastmala 29 Riga, LV-1050, Latvia

Areas of expertise • Criminal law – Defense in criminal cases, including motor vehicle accidents with victims, defense in all cases of arrest or confinement; • Administrative law – Defense in administrative cases, traffic regulations, including motor vehicle accidents legal protection in conflict situations with law enforcement institutions; • Legal representation before district (city) courts, regional courts and the Supreme Court, appeals, arbitration courts; • Banking and finance law, debt recovery; • Commercial law – Establishing of companies, joint ventures, shareholders’ agreements; • Civil law – Real estate purchase and lease agreements; • Legal representation in personal and individual troubleshooting.

World War II Victory Monument to Soviet Army in Riga

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Deal Diary Welcome to the first Deal Diary of 2015. The scene is truly set for a bumper year of transactions. Anticipating that economic and market conditions will remain positive in the US, 82% of respondents to the recent KPMG 2015 M&A Outlook Survey Report said they were planning at least one acquisition in 2015; 19% planned to make two acquisitions; 11% planned three acquisitions and 10% planned 11 or more deals for the coming year. Respondents plan on doing multiple deals in 2015, reporting considerably more expected acquisitions than in previous years.

That’s great news for all dealmakers around the world. And we’re kicking off 2015 with a number of deals we’re sure will whet your appetite for the coming year.

In the industrials sector, Special Situations Venture Partners III (SSVP), a private equity fund advised by Orlando Management AG, acquired a majority stake in Norwegian firm, Nordic Paper.

And in TMT, SS&C Technologies, a financial services technology provider based in Windsor, Connecticut, announced it has acquired DST Global Solutions, a subsidiary of DST Systems, for US$95 million in cash – a deal that will significantly increase SS&C Technologies global footfold.

Have you done a deal lately? If so, then we’d love to hear from you. Head over to www.acquisition-intl.com, and submit the details. n

Consumer AAA Auto Group

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Pt Modern Internasional Tbk

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Energy & Resources Burgos Wind Farm Project

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STEAG

71

Financial CTOS Companies

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ApexPeak

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Health Care Textilia

73

Antibioticos

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Industrials Nordic Paper

74

TMCI Padovan

74

Real Estate Charter Hall Group and Hostplus

75

Support Services Parkare

76

Cannon Assurance

76

TMT DST Global Solutions

77

Bureau 14

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Consumer Deals

Abris Capital Acquisition of AAA Auto Group Abris Capital Partners today contracted to acquire a majority shareholding in AAA AUTO Group.

The transaction has been approved by the Czech Anti-monopoly office. Once the transaction obtains clearance from other, non-Czech, anti-monopoly authorities, Abris will secure ownership of over 95% of the Group. The value of the transaction is € 220 million.

“Today, the 2-year process for the sale of a majority stake in AAA AUTO Group has been formally confirmed. I am glad the Group now has a strong international financial investor,” said Karolína Topolová, CEO of AAA AUTO.

acquisition of

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

Decisions are expected within a few weeks.

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

Legal Adviser to the Purchaser

AAA AUTO founder, Anthony James Denny, who has divested his entire holding of 81.4% in AAA AUTO Group, said: “Abris have acquired a high-quality and highly profitable asset with a proven track record in Central and Eastern Europe, and with considerable potential for further profit growth through regional expansion.”

Commenting on the transaction, Paweł Gieryński, Partner and Chief Investment Officer at Abris, stated that “From the very first meeting, I have been impressed by the professionalism of the entire management team of AAA Auto. This is by far the largest, most modern and most innovative franchise of used cars in the countries in which it operates. With our support, we would like to grow the business to become the dominant player across all of Central and Eastern Europe.”

Legal Adviser to the Vendor

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

Legal Advisers to the Debt Providers

CIMB PE Acquisition of Stake in Indonesia 7-Eleven Operator CIMB Private Equity (“CIMB PE”) today announced the acquisition of a minority stake in Pt Modern Internasional Tbk (“MDRN” or the “Company”), the listed retail operator and owner of the 7-Eleven convenience store franchise in Indonesia. The investment is made via a subscription of newly issued shares representing 10% of the existing share capital of the Company for a total consideration of approximately USD25 million. The proceeds from the subscription will be used to fund capital expenditure related to new store openings and support infrastructure upgrades.

Commenting on the acquisition, Kenny Kim, Group Chief Financial Officer and Chief Executive Officer of Group Strategy and Strategic Investments, CIMB Group said, “We are excited with this opportunity to support our long-term business partner PT Modern Internasional as they continue to grow the 7-Eleven franchise in the attractive Indonesian retail space. MDRN and our Indonesian subsidiary, CIMB Niaga, have been long-term synergistic partners, with CIMB Niaga providing full support in various facets of MDRN’s business. This investment strengthens our business relationship and further cements our support for MDRN’s business, which is another testament of our commitment to providing a viable third asset class via private equity to help our partners grow”.

acquisition of stake in

Legal Adviser to the Purchaser

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

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

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Energy & Resources Deals

Energy Development Corp Financing for Burgos Wind Farm Project MANILA, Philippines - Energy Development Corp. (EDC), the Lopez-led geothermal company, has signed a $315 million financing agreement with a group of foreign and local banks for the construction of the 150-megawatt Burgos Wind Project (BWP) in Ilocos Norte.

The facility, which consists of US dollar and Philippine peso tranches, would mature in 15 years, EDC said.

EDC aims to make the Burgos Wind Project the first wind project to avail of the Feed-in-Tariff (FIT) incentive scheme of the government.

PNB Capital and Investment Corp. and SB Capital Investment Corp. arranged the local tranche of the loan, together with several other lenders such as BDO Unibank Inc., Land Bank of the Philippines, Philippine National Bank, and Security Bank Corp.

financing for

Burgos Wind Project Debt Providers

EDC president and chief operating officer Richard Tantoco said the fresh loan is a sign of confidence from funding institutions.

“This fresh loan is a sign of confidence from funding institutions on EDC’s ability to execute a strategic business plan for our wind project amidst intense competition in the renewable energy industry. With construction in full swing, we are confident that we will meet our target commissioning date and avail of the Feed-in-Tariff,” Tantoco said.

The Philippine National Bank represented EDC, an existing client of the bank. They were Peso Commercial Debt Mandated Lead Arranger for the EDC. The PNB team was led by Cenon C. Audencial, Jr., Executive Vice President, Head of Institutional Banking and included Allan L. Ang and Cynthia B. Lanot.

Mr Audencial commented: “The project that this deal funded will bring additional revenue stream to EDC. The project also shows EDC’s commitment to invest in renewable resources. Currently, the 150MW EDC Burgos Wind Project is the largest wind energy project in Southeast Asia.” http://www.pnb.com.ph n

KSBG Acquisition of STEAG from Evonik Rhine-Ruhr consortium of municipal utilities signed a contract with Evonik to take over the remaining 49 percent in the power utility STEAG, which is headquartered in Essen. The purchase price is about €570 million. The consortium which had already acquired 51 percent of STEAG in 2011, now becomes the sole owner of STEAG. The closing is expected in early September.

Bernd Wilmert, Chairman of the Managing Board of KSBG (Municipal Holding Company [Kommunale Beteiligungs-gesellschaft]) and spokesperson for the Managing Board at Stadtwerke Bochum Holding GmbH (Municipal Utilities Bochum Holding Company) explains: “Rhine-Ruhr consortium of municipal utilities is taking advantage of the current favorable situation in the capital market and is exercising its contractually agreed call option to acquire the outstanding 49 percent at the current time. With each year we would have waited, the takeover would have become substantially more expensive. In addition, as sole shareholder of STEAG, we have better options for shaping the further development of the company”.

acquisition of

from

Klaus Engel, Chairman of the Executive Board of Evonik Industries AG, says: “We know that STEAG is in good hands with KSBG. With the transfer of the remaining shares to STEAG, we have now completed what we began nearly four years ago as part of our concentration on specialty chemicals”. At the end of 2010, KSBG and Evonik had signed a contract by which KSBG took over 51 percent of the shares in the power company. With the purchase contract, an agreement had been reached, which enabled RhineRuhr consortium of municipal utilities to now exercise the option to acquire the outstanding 49 percent.

The purchase price mechanism for the second portion was also specified then.

“The investment in STEAG proved profitable. The dividends to consortium have so far exceeded expectations, and our expectations from a business perspective have also been met completely. Therefore, we are optimistic about the future”, explains Guntram Pehlke, Chairman of the Executive Board of Dortmunder Stadtwerke AG (Dortmund Municipal Utilities), DSW21, and Chairman of the Supervisory Board of STEAG. “After the complete takeover, we will now continue the search for partners, with which we can continue to develop this investment”.

Dr. Achim Compes

Adviser

GÖRG Partnerschaft von Rechtsanwälten mbB represented KSBG Kommunale Beteiligungsgesellschaft GmbH & Co. KG, Purchaser of Steag Group from Evonik.

GÖRG advised the Purchaser on the SPA and related Corporate issues. Leading the team at GÖRG was Dr. Achim Compes, Partner. acompes@goerg.de | www.goerg.de n

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FinancialFinancial Services Deals

Creador acquisition of CTOS Companies South East Asian private equity (PE) fund Creador has recently acquired a 70% stake in Malaysian-based credit reporting agency CTOS Data Systems for around USD 65m, according to a source close to the deal.

Raja, Darryl & Loh represented the vendors and substantial shareholders of CTOS Data Systems Sdn Bhd, CTOS Business Systems Sdn Bhd and Automated Mail Responder Sdn Bhd (“CTOS Companies”) in the sale of the CTOS Companies to Inodes Limited (a Creador company). The vendors of the CTOS Companies retain a 30% stake in the new SPV holding company that will own the CTOS Companies.

The vendors of the CTOS Companies have been with RDL for more than 2 years.

The team at RDL was led by Tai Chu-Wei. He was assisted by Benjamin Kong (Senior Associate) and Ong Shih-Wei (Associate). He commented: “RDL acted as vendor solicitors in the sale of the CTOS Companies to Creador. We helped review and negotiate the definitive agreements for this transaction. We advised on legal and possible regulatory issues that are of concern to the vendors in effecting the sale to Creador.”

“We took a middle path in the negotiations and on most legal issues always bearing in mind the bigger picture and the goal the client was trying to accomplish. This same Tai Chu-Wei approach was likewise adopted by the purchaser lawyers, Christopher & Lee Ong, making the transaction relatively painless as lawyers on both ends strove to complete the transaction instead of putting roadblocks along the way. A solution orientated and business friendly approach was taken by both sets of lawyers. Whilst the transacting parties and advisors were friendly, what proved to be challenging with this project was the small window of time for sealing the deal and later completing the M&A.”

Creador acquisition of

companies

Legal Adviser to the Vendor

Financial Adviser to the Vendor

“CTOS is already the leading credit bureau in Malaysia and is poised for considerable growth. We believe that the CTOS acquisition by Creador marks a new chapter in the corporate life span of the CTOS Companies as Creador leverages on their experience of grooming growth orientated companies as they work with the vendors of the CTOS Companies on the next stage of growth for the CTOS business.” taichuwei@rdl.com.my | www.rajadarrylloh.com n

Umati Capital Kenya acquisition of credit line from ApexPeak Umati Capital, a company that finances businesspeople and farmers supplying larger agribusinesses, has secured a $10 million (Sh880 million) credit line from Singapore-based ApexPeak to fund its expansion.

Umati said the credit line from ApexPeak will target SMEs processing milk and fresh produce like maize, wheat, barley and rice. “We look forward to aggressively expanding our unique blend of technology and financial services to companies in the agribusiness sector,” said Umati co-founder Ivan Mbowa in a statement.

Auma Okelo

acquisition of credit line from

Legal Adviser to the management team

Ashitiva & Company Advocates represented Umati Capital (Kenya) Limited. The team was led by Miss Auma Okelo, Lead Associate in the Commercial Law Department, assisted by Mr. Kennedy Ashimosi, Partner – Real Estate and Commercial and supported by Miss Anne Masese, Lawyer, Commercial Law Department. Miss Okelo commented: “We have worked with Umati Capital (Kenya) Limited since January 2014. Our role in the transaction was reviewing the contract forwarded to Umati by ApexPeak, advising our clients on the transaction, making major recommendations and subsequently re-drafting of the contract.”

“As this was a cross-border commercial contract which comes with many challenges, we had to ensure that we were thorough in our assessment and review of the agreement and that it adequately protected our client as well as ensuring that the agreement was in line with Kenyan laws.”

“This credit line allows Umati to expand their operations by affording them the financial muscle to increase their market share with micro-finance financing. The demand in Kenya for loans is high and this pool ensures that they adequately penetrate the market.”

“From a legal stand-point one must always be conscious that there is a possibility that the contract may end up in a court of law and there are a number of issues that one must navigate through to ensure the contract adequately protects your client.” aokelo@ashitivaadvocates.com | www.ashitivaadvocates.com n

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Healthcare Deals

Accent Equity Acquisition of Textilia The investment fund Accent Equity 2012 has reached an agreement to acquire Textilia, Sweden’s leading supplier of textile services to the healthcare sector from Litorina Kapital III. Shareholders in the company’s management and board will remain as owners after the transaction. Textilia operates five sites in Sweden with combined sales of SEK 500 million.

Textilia has national coverage in Sweden with textile services operations in Boden, Långsele, Rimbo, Örebro and Karlskrona. The company has a leading position in the textile services industry, providing mission-critical services to the healthcare sector. The range of services includes procurement, logistics and laundering as well as customer-specific textile services. Several of Textilia’s operations have been certified according to the Nordic Ecolabel (Svanen) requirements e.g. with respect to their energy consumption.

acquisition of

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

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“The company’s sustainable investments in product development and environmental-friendly modus operandi have laid a strong foundation for future growth. We foresee great opportunities to continue growing Textilia both organically as well as via select strategic acquisitions.”

“We have had a very good working relationship with our former owners,” says Fredrik Lagerkvist, CEO of Textilia. “I am looking forward to continue a sustainable development of Textilia with Accent Equity as our new main owner.”

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

Financial Adviser to the Vendor

Legal Adviser to the Purchaser

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

acquisition of

The Spanish firm, which specialises in distressed-for-control investments and is able to invest across the capital structure, teamed up with U.S.-headquartered Allstate Investments for the deal. Allstate, the anchor investor in Black Toro’s fund, was the lead investor in the transaction, according to a statement.

The size of its investment was not disclosed.

The firms acquired Antibioticos at a “substantial discount to replacement value” through a judicial liquidation sale (known in Spain as a venta de unidad productiva), the equivalent of a 363 sale under the U.S. Bankruptcy Code. Black Toro said it has assumed no legacy liabilities or prior bank debt, which is understood to have been provided by local banks.

The firm aims to bring Antibioticos, now operating the name Antibioticos de Leon, back to full operating capacity within three years and hopes to generate sales of €100 million. Black Toro is currently raising its maiden fund, Black Toro Capital I. It held a first close in September as it pursues €500 million in total commitments, according to market sources. The firm is understood to have raised in the area of €240 million so far.

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Legal Adviser to the Purchaser

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

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Industrial Deals

Orlando acquisition of majority stake in Nordic Paper Special Situations Venture Partners III (SSVP), a private equity fund advised by Orlando Management AG, is the new majority owner of Nordic Paper.

acquisition of majority stake in

SSVP acquired 60 percent of the shares of Nordic Paper from shareholders NorgesInvestor, Richard Heiberg Invest AS, JSR Invest AB, and Hartvig Wennberg AS. Current owner Petek GmbH, who has been a shareholder of the company for the last ten years, keeps a share of 40 percent. The change in ownership will not involve any structural changes for Nordic Paper’s operations.

Change of CEO Jan Runo, who retires as CEO in connection with the sale, says: “I am both happy and sad to hand over my post to the new CEO Per Bjurbom. Leading Nordic Paper has been a fantastic journey and looking back on the company’s development over the past ten years, is a very positive memory. I am convinced that Per Bjurbom will lift the company to the next level, which is what Nordic Paper is equipped for.”

Jan Runo will continue to support Nordic Paper’s development as chairman of the board of directors.

Per Bjurbom has worked for over 25 years in the Scandinavian pulp and paper industry, holding senior positions at BillerudKorsnäs and Stora Enso, among others. “I am very glad to be trusted with this big task. I am also excited about the challenge of managing Nordic Paper and bringing in my extensive experience”, he says.

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Financial Adviser to the Vendor

Long-term experience Founded in 2001, Orlando Management AG is the advisor of the SSVP funds on investments in medium-sized companies and corporate subsidiaries. With more than 70 years of investment experience shared amongst the four partners of Orlando Management AG and more than 30 acquisitions over the last 14 years, SSVP is one of the most experienced industrial investors in Europe.

SSVP has a long-term track record in creating sustainable value through a focus on portfolio companies’ operational strengths. The majority of investments have been in production companies with a business-to-business model similar to Nordic Paper. SSVP funds have equity commitments of more than EUR 480 m. The current port - folio consists of eleven companies with annual worldwide revenues of more than EUR 1.6 billion. n

Legal Adviser to the Vendor

TMCI Padovan Synergo SGR, a private equity firm with over €1 billion in assets under management, has become a shareholder in TMCI Padovan S.p.A., a world leader in the engineering and manufacturing of turnkey fluid treatment solutions for the Food & Beverage industry.

The €20 million equity investment will support TMCI Padovan’s growth path over the next few years, both organically and through selected acquisitions.

TMCI Padovan, founded in Treviso nearly a century ago, was initially focused on machinery for the wine industry. Later on, under the leadership of entrepreneur Osman Sagmanli, the Group successfully diversified into the food processing industry. Today, almost 90% of its turnover is generated outside of Italy.

Financial Adviser to the Vendor

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

Financial Due Diligence Provider

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

Gianluca.cedro@emintad.it Gianluca Cedro www.emintad.it

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

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

74 Acquisition International January 2015

Commercial Due Diligence Provider

DEAL DIARY www.acquisition-intl.com

Real Estate Deals

Charter Hall Group and Hostplus acquisition of 54 Australian pubs from ALH Group Charter Hall Group, a diversified real estate investment trust, has struck a deal with super fund HOSTPLUS to buy a $603 million portfolio of properties from the Woolworths-owned ALH Group.

The deal has been well telegraphed and indicates that Woolworths is keen to follow the trend in property to raise cash, to help reduce debt and expand its core business, via the sale and leaseback of assets.

Companies rarely own their properties as it is considered idle cash on the balance sheet.

and

The portfolio comprises 54 pubs, of which 46 also include a Dan Murphy’s and/or BWS retail tenancy, which are predominantly located in metropolitan areas.

The pubs include the Croxton Park Hotel and Manhattan Hotel in Victoria, the Villa Noosa Hotel and Parkwood Tavern in Queensland, the Hyde Park Hotel in Western Australia, and others in Ballina and Coffs Harbour in NSW. Under the deal, the pubs will be owned by a newly created vehicle, the Long WALE Investment Partnership (LWIP), which is managed and co-owned by Charter Hall and HOSTPLUS.

acquisition of 54 Australian pubs from

JLL Hotels & Hospitality Group represented Charter Hall which as a firm they have undertaken a significant amount of work for over several years.

Leading the team at JLL were David Marriott, Senior Vice President and Anthony Corbett, Executive Vice President. They commented: “We undertook a valuation of each of the 54 pubs for first mortgage secu¬rity purposes. We mobilised a dedicated team of hospitality professionals to complete these valuations (including inspection, analysis and reporting) within a very short timeframe in order to meet the clients strict due diligence requirements and urgent timeline.”

Property Valuer

“The acquisition provides the client with a large scale portfolio of assets subject to individual 20 year leases with ALH Group. This is the client’s first entry into the hospitality sector.” david.marriott@ap.jll.com Anthony.corbett@ap.jll.com www.jll.com/hospitality n

Corporate Finance

“Without continual growth and progress, such words as improvement, achievement and success have no meaning.” ~ Benjamin Franklin

M&A l Due Diligence l Specialist Tax Services l Valuations Contact details: 020 7549 8008 steve.govey@beavismorgan.com paul.smith@beavismorgan.com

www.beavismorgan.com Accountants and Business Advisers

Acquisition International January 2015 75

DEAL DIARY www.acquisition-intl.com

Support Services Deals

Came Group Acquisition of Parkare Parkare Group, a manufacturer of pay and display machines and parking systems with operations in Bristol, has been sold to Italy’s Came Group.

Julia Parkare, the chief executive of Spain-headquartered Parkare Group, hailed the deal as “very positive” for the business, which was formed in 1980.

Came Group investment in

She added that it would “open many opportunities for expansion into new markets where the company is not yet present.”

Came Group, a €250-turnover giant headquartered in Disson di Cassier which manufactures parking systems, gates and garage doors, said the deal would introduce it to the off street on street parking sector.

Paolo Menuzzo, president of Came Group, added: “The acquisition of Parkare is another step in our strategy of diversification and consolidation of business started in 2004 with the purchase of Urbaco, today considered maximum reference in the management of public spaces.

Virtual Data Room Provider

Financial Adviser to the Vendor

“This operation, which links two strongly service-oriented companies, enables us to develop new synergies and consolidating growth strategies, even more, our leadership in international markets.”

In the UK, Came Group has bases in Nottingham and Manchester.

Alvaro Ortega

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

Alvaro.Ortega@merrillcorp.com www.datasite.com n

Financial Due Diligence Provider

Metropolitan Life Kenya Acquisition of Cannon Assurance South African-based Metropolitan and Momentum International (MMI Holdings) has received all regulatory approvals to conclude the acquisition of Cannon Assurance Limited in a deal estimated to be worth Sh2.4 billion. The merger will see shareholders of Cannon take up a significant minority stake in Metropolitan Life Kenya.

Under the deal, Cannon Assurance and Metropolitan Life Kenya will consolidate their life insurance licences into one while retaining a stand-alone short-term insurance licence and business.

acquisition of

The acquisition of a significant majority stake in Cannon Assurance was finalised through the international division of the listed South African insurance group.

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

Financial Adviser to the Vendor & Vendor Due Diligence Provider

Metropolitan International currently has a presence in 13 African countries. Metropolitan Life Kenya has operated in Kenya for eight years offering primarily life insurance solutions to retail and corporate clients.

Viva Africa Consulting LLP provided tax and structure advise to the vendors of this deal.

The team at Viva was led by Kairo Thuo, Partner. He commented: “We enabled a fiscally efficient and compliant structure for the vendor that enabled a seemless sale. We expect enhanced profitability from the project for our client.” kthuo@vivaafricallp.com n

76 Acquisition International January 2015

Tax Adviser

DEAL DIARY www.acquisition-intl.com

TMT Deals

SS&C Technologies acquisition of DST Global Solutions SS&C Technologies, a financial services technology provider based in Windsor, Conn., announced it has acquired DST Global Solutions, a subsidiary of DST Systems, for $95 million in cash.

HiPortfolio, an investment and fund accounting platform, and Anova, an investment data management and analytics platform, are among the DST Global products SS&C now owns with the acquisition.

“We expect a very close working relationship between our two organizations; we know and admire HiPortfolio and we are learning and are excited about Anova,” SS&C Technologies chairman and CEO Bill Stone tells Buy-Side Technology. “We expect to cross-sell and upsell DST products and services in to SS&C’s client base and cross-sell and upsell our products and services into DST Global’s client base.”

DST Global’s foothold in several geographic markets, in addition to its clients and customers, is a major benefit of the acquisition, according to Stone. Currently, DST Global serves its 155 customers with 390 employees in 12 offices.

“We view Europe, the Middle East, Africa and Asia Pacific as strategic geographies, and this acquisition provides the talent, technology and client base to accelerate growth,” Stone also said in a statement.

“DST Global Solutions is a 390 person business with $60 to $65 million in annual revenues, 90 percent of which comes from Europe, the Middle East, Africa and Asia Pacific. This $95 million investment will take integration and development, but we are excited about the opportunity.”

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

aquisition of

DST Global Solutions

Virtual Data Room Provider

Legal Adviser to the Purchaser

Property Valuer

Newfund investment in Bureau 14 French venture capital firm Newfund has made an investment of $1m into Bureau 14, a Parisian developer of a database management system. The company plans on using the capital to grow its position in the market of big data. It also intends to use the funds to expand internationally.

investment in

“In the digital age, the increase in computational power is not the only factor of the increase in the speed of data processing. In order to fully exploit them, data must be easily and quickly accessed. And this is what Bureau 14 provides, in an elegant and highly efficient manner” states CA. Morand, Newfund associate.

Jean-Jacques Vallotton

Delta Inter Management advised Bureau 14 on the financial investment. They were led by senior partner Jean-Jacques Vallotton who commented on the deal: “Delta Inter Management has been advising and supporting midsize companies and entrepreneurs for nearly 15 years in their development projects with a special focus on financial matters.

Financial Investment Adviser

“Our activities include outstanding operations throughout companies’ life such as outset of operations, M&A, raising capital, IPO, turnaround or restructuring.

Alain Goetzmann

Françoise Ricouard

“While we are generalists in terms of business sectors the partners maintain expertise related to their past occupations. For instance in fields such as information technologies, electronics, vehicle industry, international commerce and franchising.

Financial Audit

“The most recent disclosable assignment was to support and raise series-A funding from Newfund for Bureau 14. We assisted the company in refining its value proposition, finding new partners, developing the memorandum of information and closing the deal. This Parisian start-up developed quasardb that is innovative software to process massive data . It is used among other applications by Corporate and Investment Banks to help calculating their Value-At-Risk or derivative securities pricing.” n

Acquisition International January 2015 77

LUX OUR MONTHLY GLIMPSE INTO THE WORLD OF THE GLAMOROUS

The High Life The global A-listers who’ve splashed out on the ultimate status symbol: a private jet

French Fancy There’s much more to London’s renowned French eatery, L’Escargot than its famous snails...

Need for Speed Swiss watchmaker Concord releases a racy new version of its stunning C1 Chronograph

LUX aviation

The

High Life From Donald Trump’s Boeing 757 to John Travolta’s fleet of jets and private runways, we take a look at the global big-hitters who’ve taken their love of aviation to new altitudes

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irport queues and delays are, for most of us, an inevitable part of the air travel experience.

But such things are of no concern to those members of the world’s A-list who’ve splashed out on the ultimate status symbol: a private jet.

From Donald Trump’s private Boeing 757 (reportedly worth almost US$100m), to actor John Travolta’s fleet of aircraft, not to mention the two private runways he’s had built at his Florida home, these stars have taken their love of aviation to new heights.

We’ve taken a look at the most stunning private planes – and their well-known owners – to see just what that money really buys you...

Roman Abramovich Aircraft owned: Boeing 767-300 Estimated Cost: US$83.6m The billionaire owner of Chelsea FC spared no expense when commissioning his private jet: the paint job alone for his stunning Boeing 767-300 costs £50,000.

In an airline configuration, the 767-300 can seat 350, but the private jet version includes exceptional high spec VIP luxury interiors. Options include a 30-seat dining room; boardroom, master bedrooms, luxury bathrooms with showers; and spacious living room. Other luxury features include chestnut interiors and elements of gold peppered throughout the decor.

Abramovich clearly values his security: his aircraft, known as “The Bandit”, is a veritable flying fortress, featuring the same air missile avoidance system as President Obama’s Air Force One Donald Trump Aircraft owned: Boeing 757 Estimated Cost: US$95.8m Never one to avoid flashing the cash, real estate mogul Donald Trump’s Boeing 757 is as luxurious as you would expect, complete with a double bed, spacious lounge with sofas, gold accents and even a marble bathroom.

Pillows and cushions throughout the aircraft are embossed with the Trump family’s crest.

bathroom are complete with top-spec designer fixtures.

The jet, which is powered by twin Rolls-Royce BR710 engines, can attain a maximum altitude of 51,000ft, travelling for up to 16 hours without refuelling.

Jim Carrey Aircraft owned: Gulfstream V Estimated Cost: US$59m Jim Carrey’s on-screen portrayal of zany characters like Ace Ventura, Pet Detective, and Lloyd Christmas, in the hit comedy Dumb and Dumber, has made him one of Hollywood’s wealthiest actors. And he’s shown he’s certainly not dumb when it comes to spending his money, having acquired a top-of-the-line Gulfstream V. The US$59m plane, which can accommodate up to 16 passengers and fly nearly as fast as the speed of sound, is one of the highest performance private jets in the world.

The Canadian-American funnyman is so proud of his aircraft that he has reportedly told studio bosses that any film in which he appears that also features footage of planes must also include shots of his own jet.

John Travolta Aircraft owned: Owns seven planes, including Boeing 707, Bombardier Challenger 601, Boeing 727 and three Gulfstream jets Estimated Cost: N/A Saturday Night Fever star John Travolta’s love of aviation is no secret: he’s even built two customised runways for his jets on his Florida property.

That may sound extravagant, but it makes sense for a man who owns seven planes, including a Boeing 707, a Boeing 727 and three Gulfstream jets.

Travolta is also an honourary pilot for the Australian airline, Qantas, and has racked up an incredible 35,000 solo miles.

Barack Obama Aircraft: Boeing 747-200B (Air Force One) Estimated Cost: US$390m Trump also uses the jet to conduct business and interviews with daughter Ivanka. Daughter-in-law Lara Yunaska has also posted images to Instagram from inside the plane.

Harrison Ford Aircraft owned: Cessna 680 (among others) Estimated Cost: US$18m The Indiana Jones actor has long been active in aviation, owning a total of eight planes, including a Cessna 680 Sovereign, a long-range jet with a maximum capacity of 12. The plane, which is considered a transcontinental aircraft, can reach speeds of 527mph (848km/h) and an elevation of 47,000ft (14,000m).

A qualified pilot, the 72-year-old boasts a flying pedigree worthy of one of his most famous characters, Han Solo.

On several occasions, Ford has personally provided

emergency helicopter services at the behest of local authorities – in one instance rescuing a hiker overcome by dehydration.

Oprah Winfrey, Celine Dion, Steven Spielberg Aircraft owned: Bombardier Global Express XRS Estimated Cost: US$42m The Bombardier Global Express XRS is apparently a popular choice among the American A-list, with chat show host Oprah Winfrey, singer Celine Dion and movie director Steven Spielberg among its high-profile owners.

Known for its ultra-long-range performance abilities, the Global Express XRS is the perfect choice for those with schedules as hectic as these major Hollywood players.

The spacious all-leather interior can comfortably fit between eight and 14 passengers, and the galley and

While technically he doesn’t own it himself, the plane that transports the US President around the globe, Air Force One, ranks as one of the planet’s most advanced private aircraft.

Dubbed the “White House on Wings”, the heavily-modified Boeing 747-200B is well up to the task of transporting the world’s most powerful man, with some of the most state of the art attack countermeasures in the world, such as encrypted communication lines, and is even able to weather the effects of an electromagnetic pulse, such as those generated during a nuclear detonation.

The front of the aircraft mimics the aesthetic of the White House and the Presidential Suite is composed of beds, a shower, vanity, double sink and a private office.

The Air Force One carries a full medical crew and is fully stocked with essentials and food.

LUX dining

French Fancy L’Escargot, in Soho, London, has been serving its famous Snails Extraordinaire to discerning partons for nearly 90 years. But there’s much more to this celebrated French eatery, as we recently discovered

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As you would also expect of any French restaurant, especially one that boldly claims to be the oldest and the best, there is also an extensive wine list that doesn’t disappoint. We found a firm favourite with the Loire Valley Sancerre, Domaine Gérard Millet, 2013 but there were plenty of opportunities for those less stuck in their ways.

cquisition International had a culinary treat this month as we were invited to dine in L’Escargot, London’s oldest French restaurant.

Buried in the heart of Soho, L’Escargot’s home is a beautiful, 300 year old Georgian townhouse. Established in 1927 it’s not only the oldest, but widely recognised as one of the best French restaurants in the capital.

Now, as you might have guessed from the name, this is a seriously good place to come and enjoy snails. Whether you’re a seasoned foodie, or a complete novice, they come highly recommended.

That said, it’s more than just snails – much more in fact. The menu, which adapts to the seasons, has a full range of bourgeois French delights, including the classics, Moules Mariniere, Coq au Vin, Chateaubriand and so forth.

With three of us dining and all willing to share, we had a great opportunity to sample a good portion of the menu.

Each course and each item was individually exquisite, not to mention polished off in full by myself and my fellow diners. By the time the desert menus were rolled out we had been suitably fed and watered and really had little room for further indulgence. However, our lovely waitress expertly detailed the deserts reeling off her top three choices and made it very hard for us to say no! She was right, her top three were to die for!

From the menu…

Les Entrées Les Escargots de Hereford Moules Marinere Grilled Lobster with garlic butter Les Plats Principaux Grilled Fillets of Dover Sole Coq au Vin Beef Bourguignon Les Déserts Éclair au Citron Chocolate Oh La La & Honeycomb Ice Cream Coffee Büche de Noël

After dinner, and with a good bottle of wine still to enjoy we relocated to the Salon Vert, a dramatic room with a stunning 18th Century ceiling, large windows, and importantly, comfortable chairs perfect for sinking into following the indulgent meal we had just enjoyed. It would be the perfect room for an intimate private dinner or cocktail reception if you’re looking for a reason to celebrate.

The restaurant’s convenient location makes it a great option for theatre-goers. Unusually, L’Escargot allows guests to eat two courses pre-theatre, followed by dessert and coffee after theatre – a great way to spread the evening out, and something that’s definitely worth remembering. Pre-theatre and post theatre dining is clearly popular and the menu choices are wide. Not only is it convenient, but also extremely reasonably-priced for the quality of the food.

All in all, L’Escargot is a little bit of serenity in chaotic Soho, and we shall most definitely return.

48 Greek Street, Soho, London W1D 4EF Tel: 020 7439 7474 www.lescargotrestaurant.co.uk

LUX time

Need for Speed Strikingly reminiscent of the awesome designs and fascinating engines that distinguish iconic luxury cars, Concord launches a racy new iteration of its powerfully masculine 47mm diameter C1 Chronograph

Drawing a proud parallel with the aesthetics and hightech design of the supreme automobiles from which it takes its inspiration, the Concord C1 Chronograph Gold’s trademark octagonal counters gleam richly from the depths of a dial made of deep black carbon fiber - a material prized in car construction for its lightweight, strong and resilient characteristics. The association is further extended by the black ceramic octagonal sub-bezel, dial accents and chronograph pushers which evoke the ceramic brakes on racing cars. A durable, rubberized black alligator strap adds a signature nod to tough rubber tires and the historic circuits on which they perform.

Water resistant to 200 meters for those more inclined to aquatic adventures, the new Concord C1 Chronograph Gold guarantees absolute accuracy with three chronograph sub-dials: 60-seconds, 30-minute and 12-hour counters. Hour, minute and sweep seconds functions and date window at 3 o’clock complete a display evocative of gleaming mag wheels and flawless ergonomics.

An automatic movement with a 48-hour power reserve in a precious 18K 5N rose gold case powers this dynamic machine that incorporates fine mechanical precision with high-end materials, strong, aggressive design and cutting-edge technology. The new Concord C1 Chronograph Gold. Are YOU fast enough?

For more information, visit www.concord.ch