Acquisition International July 2014

www.ACQUISITION-INTL.com / July 2014 /

The

Great

Escape...

Enterprise Investors Acquires 32.4% of Shares in Tahe Outdoors / 12 Malaysia Airports Holdings Berhad Acquires Stake in Two Companies from GMR Group / 14 Inside this issue Acquisition International’s Deals of the Month Versarien Acquires 2-DTech / 17 Nick Brusatore and Vertical Designs Buy Stake in Affinor Growers / 20

An Appetite For The Alternative KB Associates / 23 2014 Q2 Mid-Year Review Hossam M. Abd El-Rahman / 25 The Entrepreneur Law Centre / 27

Aruba: Diversifying the Economy PwC / 38 Utilising Third Party Fund Administrators Augentius / 40 PlayHard Acquisition International’s Monthly Lifestyle Section / 87

Dale Solicitors

Primco Management Acquires Suzie Q’s / 18

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: July 2014

Editor ’s Comment Welcome to another issue of Acquisition International.

As we were going to print, news broke that the euro area attracted more foreign investment last year than in the year before.

CONTENTS — July 2014

A new report by the European Central Bank (ECB) finds that, in an environment of improving market sentiment towards the euro area, various indicators used to assess the international use of the euro turned to or remained in positive territory in 2013.

In particular, international investors’ interest in euro area securities, which are mostly denominated in euro, grew markedly over the course of the year. Specifically, foreign demand for euro area portfolio investments (debt securities and equities) reached its strongest level since the onset of the financial crisis in 2007, amounting to 3.7% of euro area GDP, compared with 3.0% in 2012.

These capital inflows reflected both domestic and external factors, including improving euro area macroeconomic fundamentals, a further reduction in perceived tail risks, and a rebalancing of international investors away from emerging market securities.

But the international use of the euro declined in other market segments. The euro’s share in global foreign exchange reserves decreased by 0.9 percentage point (at constant exchange rates) in 2013 to 24.4%.

These are interesting times for the euro area. And we hope that there’s plenty more to pique your interest in this month’s packed edition of Acquisition International.

We look at two big deals that have taken place recently: Malaysia Airport Holdings Berhad’s acquisition of a stake in two Turkish firms, and kayak manufacturer Tahe Outdoors’ sale of a stake in the business, a move the company hopes will make it the sector leader in Europe.

We also ask whether Germany’s economy is really strong enough to save the euro, and we profile some of the business world’s high flyers – these are our “ones to watch” in 2014.

In our monthly down-time section, PlayHard, we leave our troubles behind at the idyllic Sarojin resort in southern Thailand, and take a look at some of the world’s billionaire philanthropists who are putting their money to work for noble causes.

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

I hope you enjoy the issue.

Dealmaker of the Month: MiiCs & Partners Far East Co. Ltd. Roger Tu, VP at patent consultancy MiiCs & Partners Far East Co. Ltd, explains how the firm assisted Taiwanese electronics company Hon Hai Precision Co. Ltd’s sale of a number of communications technology patents to Google Inc. /11 News: /4

12/

Deals of the Month

The Latest News Stories From Around The World.

22/

Acquisition International’s 2014 Q1 Review

25/

Acquisition International’s Q2 Mid-Year Review

30/

International Employment Law: Compliance in a Globalised World

32/

Germany - Saviour of Europe?

36/

The Insurance Industry: Supporting Economic Development in Malaysia

38/

Aruba: Diversifying the Economy

40/

Utilising Third Party Fund Administrators

42/

Strengthening Actuarial Effectiveness

43/

Oman: Diversifying the Economy

44/

Egypt: A New Dawn?

46/

The Underwriting Evolution: Remaining Competitive in Times of Change

47/

St Lucia: The Road Ahead

48/

The Growing Importance of Transfer Pricing

51/

Ones to Watch in 2014

60/

Acquisition International’s 2014 Guide to Doing Business in Syria

62/

China: The World’s Hot-Spot for Foreign Investment

63/

Investing in East Africa

64/

Barbados: the Jewel of the Caribbean Crown

65/

Macedonia: Excelling in a Competitive Climate

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

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/

@acquisition_int

Dealmaker of the Month: /10 Fairfield Partners.

Deal Diary: /76 Introduced

by Zephyr/ Bureau van Dijk.

66/

Resolving & Avoiding Construction Disputes

68/

Nigeria: A Leading Market amongst the MINT region?

69/

Anguilla: Diversifying the Economy

PlayHard: /87

70/

Lesotho: Promoting a Promising Future

Acquisition International’s Monthly Lifestyle Review.

72/

M&A – Making the Deal Work

73/

Maintaining Competition in Pakistan’s Oil and Gas Industry

75/

Global Experts Directory

Acquisition International | July 2014 |

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NEWS: from around the world

News: from around the world News in brief UK Consumers Open to Pure Digital Banks One-quarter of UK consumers would consider using a pure digital bank – a bank with no branches or call centres that is only accessible via laptops and mobile devices – according to by Accenture’s latest survey of UK current account customers. Customers aged 25 to 34 are most keen on the idea of a pure digital, branchless bank, with 33% saying they would consider using one. However, the survey also points to a rise in customers using branches: the number of customers going into a branch at least once a month has risen from 45% in 2012 to 52% this year, with the most pronounced increase among customers aged 18 to 24.

European A&D Industry Gains Momentum The European aerospace and defence (A&D) sector grew more than four times as quickly as the United States’ A&D industry in the last financial year, according to a new Deloitte report. European companies increased revenue by 5.4%, compared to 1.3% growth seen by their American counterparts. Deloitte says this is mostly because of the negative revenue performance of the US defence subsector and the strong revenue performance of key European commercial aerospace companies. But Europe continues to lag the US in profit margin performance, the study says, due mainly to one-time charges and certain difficulties in rationalising assets and reducing labour costs.

Women to Be Paid Less than Men for next 75 Years Women won’t be paid as much as men for another 75 years, according to a new report released by Oxfam International, which urges G20 leaders to tackle gender inequality when they meet in Australia later this year. The report shows how the G20’s growth ambitions cannot be realised without policies addressing systemic discrimination and economic exclusion of women across G20 countries. Oxfam International executive director Winnie Byanyima said that across G20 countries and beyond, women were paid less than men, did most of the unpaid labour, were over-represented in part-time work and were discriminated against in the household, markets and institutions. “This gap between women and men reflects a fundamental and entrenched form of inequality afflicting G20 countries,” Byanyima said.

Cost of Compliance Still Rising for Small Firms The average micro, small and medium-sized employer in 2014 has seen an above inflationary rise of £713 in their annual compliance bill, according to research by the Forum of Private Business which puts the total cost of compliance at more than £19.2bn – a 4% increase compared to 2013. Smaller businesses in particular have been hit the hardest, with the compliance bill for firms with fewer than nine employees being the equivalent of £164 per employee – almost seven times the cost for companies with 50 or more workers. The Forum’s research showed the amount firms are paying to external contractors was the major contributory factor for the rise increasing by 6%, twice as fast as the internal costs to the business.

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| Acquisition International | July 2014

Mobile telecoms consolidation in Europe - for better or for worse?

In the wake of recent mobile telecom mergers across Europe, Angeline Woods of international law firm Freshfields and Cristina Caffarra of global consulting firm Charles River Associates discussed the key legal and economic implications of the recent developments with an audience of practitioners and economists at a Law Society seminar.

Angeline Woods, senior associate in the antitrust, competition and trade group at Freshfields, discussed the evolution of the approach of the EU Commission to investigating mobile merger consolidation over the past 10 years and the key learnings for future cases saying: “this is likely to have implications for consolidation in other oligopolistic industries.”

Cristina Caffarra, head of the European competition practice at Charles River Associates, added: “The modelling tools which are typically used to predict merger effects are not well suited to situations where there are important investment dynamics. It is no surprise that if the EU Commission focuses on UPP/GUPPIs on the one hand, and merger simulation on the other it finds material price effects. But both overstate the potential consumer price increase of the merger as they do not capture the need to invest in network quality. There is thus a disconnect between what these stylised models can do, and the longer term perspective of “investment efficiencies” argument – analyses need to evolve.”

NEWS: from around the world

Global Asset Managers’ Operations under Pressure Diversification and data demands are posing challenges, according to a new study Asset managers and asset servicers are struggling to manage new levels of pressure on their middle- and back-office operations, according to a global study by strategic advisory and analyst firm Aite Group and SunGard.

As business diversification into new products, instruments and territories and increasing regulation continue to transform the industry, firms are challenged to achieve operational effectiveness while meeting new demands on data, risk management and reporting. Consequently, a split has emerged across the industry between a fire-fighting approach to compliance and long-term strategic improvements to data management. These findings are based on a survey of 58 senior executives at institutional asset management and asset servicing firms across North America, Latin America, Europe, Africa and Asia-Pacific. Nearly half (49%) of the responding firms had assets under management of between US$20bn and US$750bn.

Through their research, Aite Group and SunGard identified a number of challenges faced by today’s asset managers and servicers looking to ease operational pressures.

First is the impact of business diversification. While expanding globally into new geographies has the potential to offer greater returns, it can also introduce operational complexities. 72% of asset managers and 83% of asset servicers surveyed currently operate in multiple jurisdictions and are having to manage the variation in regulatory reporting requirements from country to country. The top business challenge today, for 68% of respondents, includes “increasing regulation and the challenges of aggregating data.” For 51% of respondents, the US Foreign Account Tax Compliance Act (FATCA) emerges from the survey as the most challenging regulation for asset managers and servicers. Almost as problematic is the Alternative Investment Fund Managers Directive (AIFMD), which was cited by 44% of firms. The survey found that moving from a country-level to a global approach is important for 78% of firms, who see better support for their global client base as a critical operational goal over the next 12 to 18 months.

The second challenge is operational inefficiency. The survey reveals that “enhanced operational controls” and “increased efficiency through automation” are the two most important goals for firms’ middle- and back-office operations, for 83% and 81% of firms respectively, followed by improved productivity through workflow (79%).

When it comes to achieving these objectives, asset managers and servicers are focusing on three key strategies: creating greater transparency, outsourcing non-core back-office tasks and infrastructure, and improving risk management.

Increased pressure to leverage data is a further challenge. Asset managers and servicers clearly recognise the growing importance of data management. The survey determined that 62% of firms have cited “better support for data aggregation” as a very important goal of their middle to back-office operations over the next 12 to 18 months. Not surprisingly, therefore, of all types of technology for the middle to back office, 42% of firms anticipate requiring data management solutions most over the next three years. This need is being predominantly driven by risk management, named as the most demanding source of back-office data requirements and analysis. Over half of surveyed firms (51%) see their data for risk management operations as either “fairly immature” or the “least mature.”

Denise Valentine, senior analyst, Aite Group, said: “As the details of regulation continue to be fleshed out and new requirements take effect, the resources of most asset managers and servicers are still consumed by compliance.

But many firms who put technology purchases on hold during the financial crisis are now resuming enhancements to their fund accounting systems and associated middle- and back-office solutions, with the desire to become more efficient, automated, accurate and service-oriented. Given the many changes to market and industry infrastructure in recent years, it is hardly surprising that organisations are still grappling with core operational issues. The improvement of efficiency and automation is an ongoing process that, as challenges continue and new lessons are learned, will need to constantly evolve.”

Doug Morgan, president of SunGard’s institutional asset management business, said: “This research finds that tackling this complexity requires a new approach to data management for asset managers and servicers. Data is the lifeblood of fund administration processes and needs to be both accurate and readily available. Yet, as this research also shows, it is all too often generated by multiple, disparate systems. By integrating their operations to create a single, robust ecosystem, asset managers and servicers can make more meaningful, efficient use of data. In turn, this will allow them to ease the mounting pressure on their operations – putting them in a stronger position to manage the forces of a global, diversified business model to become operationally more effective.”

Acquisition International | July 2014 |

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NEWS: from around the world

News: from around the world Appointments Whitbread Appoints New Chairman Whitbread PLC, the multinational hotel, coffee shop and restaurant company headquartered in Dunstable, has announced the appointment of Richard Baker as chairman with effect from 1 September 2014. He succeeds Anthony Habgood who, after nine successful years as chairman, announced in January his decision to step down from the board.

Baker has been an independent non-executive director on the Whitbread board since September 2009. He is currently Chairman of Virgin Active Group, a role he has held since 2008 and chairman of DFS Furniture Holdings where he has been since 2010. Baker was previously chief executive of (Alliance) Boots Group Plc from 2003 to 2007 and prior to that was chief operating officer at Asda Group Plc. Sir Ian Cheshire, Whitbread’s senior independent director who led the nominations committee process, said: “We have conducted a thorough search, with the help of executive search consultants, to identify the most suitable person to become the next chairman of Whitbread. We were lucky enough to have a very strong field of potential candidates but at the end it was clear to us that Richard was the best choice to take on the role of chairman. He has a very strong record in both managing and chairing consumer businesses, a deep understanding of Whitbread’s operations through his role as a non-executive and a strong empathy with our ethos, culture and commitment to serving our customers. We are delighted that he has accepted the role.”

KPMG Appoints Associate Director KPMG has announced the appointment of Josh White as an associate director in the firm’s competition economics practice. Joining the firm from Analysis Group, he will be based in KPMG’s Canary Wharf office. His appointment is the latest in a recent recruitment drive for the practice, which was set up in January 2011 by Nicola Mazzarotto, formerly head of policy analysis at the UK’s Competition Commission.

In little over two years, the team has grown to house 20 competition economists. It includes Dr Maria Maher, who joined in February 2014 from AlixPartners, Claudio Calcagno, who previously worked in the chief economist’s team at DG Competition and Jenny Burrage, who joined in 2012 having spent nine years at RBB Economics.

White brings more than 10 years of experience as an economic consultant, most recently as a senior economist at Analysis Group in Montreal, where he specialised in applying microeconomics and econometric modelling techniques to address complex litigation and competition questions. His primary focus revolved around the financial services and technology sectors.

He has extensive experience in the extraction, handling and analysis of big data, as well as in the design and implementation of cutting edge econometric techniques.

He has applied these skills in a variety of contexts, ranging from quantifying antitrust damages to estimating ex-ante default probabilities for structured investment vehicles.

“I am very excited to be joining KPMG’s rapidly growing team of competition economists,” said White. “The use of big data and demand for ever more advanced econometric techniques in competition investigations and follow-on antitrust damages cases continues to grow, and this is a great opportunity for KPMG to continue to be a market leader in these highly quantitative fields.”

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| Acquisition International | July 2014

Hong Kong, the US and China have Highest Contingent Workforce Engagement ManpowerGroup’s Contingent Workforce index reveals global shifts in contingent labour availability Hong Kong continues to be the highest-ranked country for contingent workforce operations in 2014, followed closely by the US. China advanced from 16th place in 2013 to third due to its well-balanced mix of relatively high workforce availability and industry dynamics, despite shifting regulations and wages.

These findings come from ManpowerGroup Solutions’ Managed Service Provider, which has released the second Contingent Workforce Index (CWI). The CWI measures and tracks the relative ease of sourcing, hiring and retaining contingent workforce in 75 countries.

Other significant changes include Australia’s fall from fourth place in 2013 to 15th in 2014 as the result of rising manufacturing wages and reduced workforce availability.

“Managing business and workforce strategies globally presents tremendous challenges to business leaders who must align resources and leverage talent holistically,” said Kip Wright, ManpowerGroup Solutions senior vice president. “In its second year, the Contingent Workforce Index continues to provide an unparalleled global outlook with detailed metrics and in-depth analysis of local contingent labour conditions. The enhanced 2014 CWI helps business leaders make informed decisions about their entire workforces and evaluate, plan for and successfully manage expansion of their operations.”

The second annual CWI was refined and enhanced to assure the analysis and results reflect the constantly evolving world of work trends. For example, additional insight into regulations and workforce dynamics, such as “language proficiency” was added. Moreover, with greater emphasis placed on the size of countries’ contingent workforces, countries with large populations or pools of contingent labour rose in the rankings.

Consequently, decreased rankings were observed for countries with smaller contingent labour pools or higher costs.

Countries included in the CWI are assessed on more than 50 unique market conditions and statistics that influence contingent workforce conditions. Using a proprietary formula, countries are ranked on their overall environment for contingent workforce engagement across four categories: availability, cost, regulation and productivity. Each category can be weighted differently depending on organisations’ strategic priorities. The report provides unparalleled insights into contingent workforce planning which helps organisations develop short- and long-term business, and workforce strategies, from expanding MSP programs internationally, to capacity planning and global sourcing.

NEWS: from around the world

Global M&A Markets Set to Grow through the End of 2014 Intralinks predicts global announced M&A volume for the full year 2014 will show an annual increase of 6-10% The latest data from Intralinks, the global content management and collaboration solutions provider, shows 16% quarter-on-quarter and 12% year-on-year increases in early-stage global M&A activity, with particularly strong performances in Europe, Middle East and Africa and North America. Overall, Q2’s results point to sustained momentum in M&A activity through the end of 2014, building on the strong levels of M&A activity seen in the last year. Based on the results of the Intralinks DFI so far this year and its strong correlation to the volume of future announced deals, Intralinks is predicting that global announced M&A volumes for 2014 as a whole will, for the first time since 2010, show an annual increase of between six and 10%, compared to 2013.

“The global M&A market is continuing to exhibit higher levels of activity compared to 2013, maintaining optimism among dealmakers,” said Matt Porzio, vice president of M&A strategy and product marketing at Intralinks. “The combination of a good lending environment and high quality assets and companies for sale are driving this growth. Deal volume continues to go up and we expect to see a good number of high profile deal announcements through the end of 2014, especially in sectors like manufacturing and telecommunications, media and entertainment.”

The Intralinks DFI tracks global M&A sell-side mandates and deals reaching due diligence prior to public announcement, providing a predictor of future global M&A activity levels. The Intralinks DFI is based on Intralinks’ insight into a significant percentage of early-stage M&A transactions. Independent research shows that the Intralinks DFI is a reliable predictor of future changes in the number of announced M&A transactions, with percentage changes in the Intralinks DFI typically being reflected in announced deal volumes approximately six months later.

The level of North American early-stage M&A activity grew 17% year-on-year, sustaining the momentum in this market from 2013. Deal volume was up 22% quarter-on-quarter, reflecting some seasonal variation, and the fact that some companies worked to complete deals while interest rates remain low and confidence in an economic recovery in the US continues to increase.

Europe continues to perform strongly and consistently, with a 17% year-on-year increase, paired with a 17% increase quarter-on-quarter. Even countries that were recently written off as poor environments for investments, such as Spain, Portugal and France, are making a comeback. Germany continues to be especially strong and is still seen as a safe haven for investments. For the last four quarters, Middle East and Africa has shown strong performance and we anticipate that this trend will continue through 2014.

Latin America remains weaker than North America and EMEA but is poised for growth. Although early stage M&A activity was down 7% year-on-year, there was a healthy increase of 20% quarter-on-quarter. This surge was led by Brazil, which alone saw a 26% increase quarter-on-quarter, which we expect will be reflected in deal announcements later this year. Contrary to these findings, however, Intralinks’ Global Sentiment Survey showed that dealmakers in Latin America continue to express reduced optimism about prospects for the region, including for Brazil, for the remainder of 2014.

Deal activity levels in the Asia Pacific region remain volatile, down 15% year-onyear and quarter-on-quarter. While Japan is quite strong, the Chinese government, one of the largest investors in the region, continues its economic realignment resulting in decelerating overseas acquisitions, which is having a notable affect in Australia and beyond.

Acquisition International | July 2014 |

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SECTOR TALK: Powered by Zephyr/Bureau van Dijk

Sector Talk: Energy, Environmental and Cleantech After a year of increasing volume and value, the energy, environmental and cleantech sector has declined on both fronts in H1 2014, posting its lowest results since H2 2012. From January to the end of June there were 1,555 deals worth some USD 179,713 million targeting companies in the sector.

The last six months of 2013 posted a positive result in terms of both volume and value, according to Zephyr, the M&A database published by Bureau van Dijk. In total there were 1,903 deals worth a combined USD 193,851 million, representing a 21.0 per cent climb in volume and a small increase in value. This was also the second consecutive increase on both fronts and the highest volume result since before the beginning of 2006.

Disappointingly, both the volume and value of deals in the energy, environmental and cleantech sector declined in the first six months of 2014 when compared to H2 2013. From January to June the industry attracted investment of USD 179,713 million across 1,555 deals, placing it behind the 1,903 transactions worth an aggregate USD 193,851 million recorded from July to December 2013. The last time volume and value were this low was in H2 2012 when there were 1,555 deals worth USD 152,342 million, although in that case a much lower value was spread across the same number of deals, suggesting slightly higher individual considerations this time around.

A large number of the deals targeting the energy, environmental and cleantech sector in the first half of

NUMBER AND AGGREGATE VALUE (MIL USD) OF ENERGY, ENVIRONMENTAL AND CLEANTECH DEALS GLOBALLY: 2006-2014 YTD (as at 30 June 2014) Deal half yearly Number value (Announced of deals date)

Aggregate deal value (mil USD)

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

179,713 193,851 193,667 152,342 186,181 206,123 217,626 297,183 162,510 160,431 212,859 174,483 154,211 378,185 363,241 282,286 185,226

1,555 1,903 1,570 1,555 1,440 1,471 1,539 1,624 1,662 1,853 1,757 1,531 1,687 1,737 1,743 1,570 1,758

2014 were within the utilities field, which accounted for 985 transactions worth USD 107,287 million. This was some way ahead of its nearest rival, mining and extraction, which attracted investment of USD 77,984 million across 391 deals. The chemicals, petroleum, rubber and plastics industry placed third by value with USD 39,967 million in 168 transactions.

The energy, environmental and cleantech sector’s largest deal recorded in the opening six months of 2014 was worth USD 9,100 million and involved Wisconsin Energy agreeing to take over Chicagoheadquartered electric utilities holding company Integrys Energy Group. Under the terms of the deal the consideration will be in the form of both cash and shares, with completion expected during summer of next year, subject to approval by both parties’ shareholders. The year’s second largest transaction was a USD 7,094 million acquisition of German oil refiner RWE Dea by L1 Energy, with closing expected later this year following the green light from regulatory bodies and the supervisory board, although the deal is also currently being investigated by the German government.

In terms of regions, North America attracted the most investment in the period from January to the end of June, notching up USD 87,710 million over the period, which is perhaps not surprising given that it was targeted in five of the top ten deals for the six months.

However, it could only place second by volume on 352, behind the 372 deals targeting Eastern European companies. Second place by value was taken by Western Europe on USD 30,211 million, although it only featured in two of the period’s top ten transactions by value, followed by the Far East and Central Asia with USD 22,451 million. In spite of its promising volume result, Eastern Europe ranked fourth in terms of value with investment of USD 13,562 million, suggesting low individual considerations in the region for the period.

To sum up, the energy, environmental and cleantech sector has made a disappointing start to 2014 after two periods of consecutive growth. A decline in volume was mirrored by a drop in overall value.

However, the result by no means represents anything close to a record low, so hopes will still be high that the second half of the year can perform better and push both deal numbers and aggregate considerations back up towards the levels seen in 2013.

NUMBER AND AGGREGATE VALUE (MIL USD) OF ENERGY, ENVIRONMENTAL AND CLEANTECH DEALS GLOBALLY BY DEAL TYPE: 2006-2014 to date (as at 30 June 2014) Deal type

Number of deals

Aggregate deal value (mil USD)

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

12,405 14,938 537 44 81 2 50 4

2,115,993 1,465,019 183,727 5,457 960 97 32 23

AGGREGATE VALUE (MIL USD) OF ENERGY, ENVIRONMENTAL AND CLEANTECH DEALS BY REGION: 2006 - 2014 YTD (as at 30 June 2014) World region (target)

2006

2007

2008

2009

2010

64,737

108,423 180,058 127,515 128,695

North America

163,137 138,479 70,777

Western Europe Far East and Central Asia Eastern Europe South and Central America Oceania Middle East Africa

151,261 327,537 125,726 136,251 79,356 32,943 69,395 33,430 86,452 49,247

2011

2012

2013

2014 87,710

92,380 42,347

58,240 46,547

76,594 43,845

30,211 22,451

75,917 19,434

131,073 55,742 54,748 16,874

50,353 19,258

76,207 51,332 104,143 33,318

31,968 44,324

75,533 38,265

13,562 12,839

21,620 1,418 4,136

22,568 2,646 8,558

12,588 1,779 316

11,806 1,266 1,094

21,930 578 5,972

12,797 1,118 10,585

12,247 1,169 191

16,121 3,666 6,041

19,943 344 1,778

Acquisition International | July 2014 |

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Dealmaker of the Month: Fairfield Partners Fairfield Partners recently advised the vendors in the buy-in management buyout of International Spice and Food Import (IFSI), a Belgian spice wholesaler, by Gilde Equity Management and entrepreneur Davy De Muyer. Fairfield’s managing director Vartan Ibranyan filled us in on the finer points of the deal, and the role Fairfield played in seeing it through to completion.

Fairfield Partners is an independently owned investment banking firm based in Switzerland, providing financial advisory services for midcap, international M&A projects.

Fairfield Partners was established in 2003, with its two managing directors having previously built their track record in M&A working for investment banks in France, the US and then Germany, as well as with major industrial corporations. The team is comprised solely of senior professionals with strong backgrounds in IB / M&A and transaction support.

We have experience in originating and closing transactions in a variety of industries, but we have built an in-depth understanding of the fundamentals and the competitive trends of certain industries, including food and beverage (particularly organic and natural foods, fresh and frozen foods, convenience foods and snacks, herbs and spices), healthcare and nutrition and industrial equipment and goods.

On the buy side, we support a limited number of large industrial groups in executing their external growth strategy across the continent, with transactions completed in Scandinavia, the UK, the Benelux, Germany, Switzerland, France, Italy and Spain. For such clients, we have originated and completed transactions every year or every other year, over a time period that now spans more than a decade.

Continuous and pragmatic interaction with their management on strategy and acquisition criteria ensures constant and pertinent deal flow. The long term relationship and knowledge of their organization and internal acquisition processes works for smoothness and efficiency in all aspects of transaction execution, from target approaches and NDA negotiation, handling of initial meetings with targets, financial valuation and structuring criteria and habits, internal presentations, hand-in-hand due diligence review and contract negotiations.

That said, most of our focus remains on sell side advisory for midsized businesses, typically family or PE owned, and our role as exclusive financial advisors to the shareholders of ISFI is a telling example of our approach to sell side activity.

We typically get involved from the early stages in the planning process. As a result, often the execution itself may begin months or in some cases years down the road, once specific criteria have been satisfied (e.g. revenue and / or margin milestones, completion of operations enhancement plans, overall and category specific market conditions, etc).

We act genuinely as an M&A boutique, with senior level M&A professionals fully engaged throughout the entire process, from the preparatory stages through to the full management of the due diligence process and negotiation of the definitive agreements alongside the legal counsels.

The vast majority of our sell side assignments are completed on a cross border basis: We have been consistently successful in generating interest from buyers on a global basis, which is a major plus for midcap businesses. Key to this are our excellent crosscultural skills and fluency in all major European languages, as well as our location.

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In our sectors of expertise, we contribute our direct contacts with key decision makers within strategic buyers on a global basis, as well as our capillary knowledge of PE investors, their portfolio companies and investment strategy across Europe, with great benefits in terms of confidentiality and accuracy / efficiency.

With its roots dating back to 1920, ISFI is a Belgium based company specialized in selecting, blending and packaging high quality herbs & spices. It offers an extensive product range sold for the most part to private label retail and food service customers.

Following a change of ownership in 2008, the new shareholders and management executed a transformational plan, delivering growth, operational excellence and building a clear market share leadership in the Belgian private label herbs & spices category and a position of challenger at the European level.

Having consolidated the company’s position on the domestic market and completed an extensive capex program, in early 2013 the shareholders involved Fairfield in the thinking process as to the strategic options for the company.

Key stages ahead of initiating a process included: evaluation of alternatives to address the next stage of growth, which had to have a strong international component; bottom-up detailed business planning and financial valuation of the company; and detailed analysis of potential investors / buyers based on their investment criteria and portfolio companies.

ISFI represented an ideal operating platform on which to build a much stronger international presence, both organically and by addon acquisitions. Such objective would be best achieved with the backing of new top management and a financial sponsor.

A formal process was initiated in September of 2013, which led to the completion of the transaction in March this year. Clearly, one of the challenges was to identify suitable PE investors which would have experience in private label food and beverage, and hence the ability to understand and value the potential offered by ISFI’s positioning in one of the few food and beverage categories still mostly dominated by brands. Another focus was to unequivocally demonstrate the company’s ability to overcome a volatile raw material pricing environment, and to properly render to prospective investors the degree of operational excellence achieved by the company, a key component to lock in the existing customer base, and to manage a strong growth internationally.

Hence, the process was limited to a selected number of prospective investors, such that more extensive and meaningful discussions with management, as well as site visits could be organized ahead of selecting the preferred parties.

Gilde’s expertise in food, and specifically in private label activities (with the previous buyout and successful exit of Hamal Signature in the salad category) as well as the strong commercial and international background of their proposed CEO, David de Muyer, were important factors in our client’s decision to work with Gilde.

Fact File

Company: Fairfield Partners Name: Vartan Ibranyan Web: www.fairfield-partners.com Telephone: +41 91 971 34 10 Address: Via Pioda 12 PO Box 5183 6901 Lugano, Switzerland

Dealmaker of the Month: MiiCs & Partners Far East Co. Ltd Roger Tu, VP at patent consultancy MiiCs & Partners Far East Co. Ltd, explains how the firm assisted Taiwanese electronics company Hon Hai Precision Co. Ltd’s sale of a number of communications technology patents to Google Inc.

In April, Hon Hai Precision Co. Ltd (which trades as Foxconn Technology Group) announced that it has sold a number of communications technology patents to Google Inc as part of the company’s strategy to maximise the value of its intellectual property portfolio. The technology patents in this transaction are related to the area of communication. Specific details of this transaction, which was facilitated by MiiCs & Partners, are not being disclosed.

Hon Hai provides electronic manufacturing services for computers, communication, and consumer electronic products. The company’s business operations include desktop and notebook PC assembly, connector production, cable assembly, PCB assembly, handset manufacturing, networking equipment, and other consumer electronic device manufacturing.

The company is committed to continue investing in technology research and development and transforming such investments into valuable intellectual property assets. To date, Hon Hai has applied for 128,400 patents, and has been granted more than 64,300 patents worldwide. To realise the operational benefits from the company’s intellectual property portfolio, Hon Hai has retained the professional services of MiiCs & Partners including intellectual property strategising and patent monetisation.

MiiCs & Partners Far East Co. Ltd is an intellectual property monetisation and management consulting firm, with a goal of maximising its clients’ return on their IP assets and assist clients in forming IP strategies to meet specific goals. The firm comprises a team of IP professionals with extensive network relations to support our clients in discovering and creating value from their IP assets.

Fact File

MiiCs has a long-standing relationship with Hon Hai, says Roger Tu, VP at MiiCs, with the partnership having begun last year.

MiiCs’ role was to “engage the patent transaction discussion and help to engage a done deal,” he says. The deal took around 12 months to complete.

As with any deal, there were of course challenges. “The major challenge is the price gap between the buyer and the seller,” says Tu. “It takes effort to fix the gap – a lot of work.”

How did MiiCs’ expertise prove vital to the completion of the deal?

“We tried to enhance the communication efficiency and identify the true value of the deal for both parties,” says Tu. Looking toward the future, Foxconn technology group will remain the direction to monetize its patent portfolios via MiiCs & Partners, says Tu. “There could be multiple ways to reach the goal.”

Company: MiiCs & Partners Far East Co. Ltd. Name: Roger Tu Email: roger.tu@miicspartners.com Web: www.miicspartners.com Telephone: +886-2-77330270 Address: 6F, No.32, Jihu Rd., Neihu Dist., Taipei City 114, Taiwan (R.O.C.)

Acquisition International | July 2014 | 11

DEAL OF THE MONTH: Enterprise Investors Acquires 32.4% of Shares in Tahe Outdoors

Enterprise Investors Acquires 32.4% of Shares in Tahe Outdoors AI spoke to Janek Pohla, president of Tahe Outdoors, about the recent deal which he hopes will make the kayak manufacturer the sector leader in Europe.

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DEAL OF THE MONTH: Enterprise Investors Acquires 32.4% of Shares in Tahe Outdoors In March, Enterprise Venture Fund I (EVF), the venture capital fund managed by Enterprise Investors (EI), purchased 32.4% of shares in Tahe Outdoors, the leading European watersports company. The total value of the transaction was €3.4m.

Tahe Outdoors is the top manufacturing and distribution company in the field of high quality watersports equipment in Europe, with a stated mission to “change people’s lives by introducing them to one of the most relaxing ways to spend their free time – kayaking.”

The company is doing that in the most reliable and enjoyable way, say its founders – “through the kayaks, canoes and paddling gear manufactured by us in France and Estonia with attention to every single detail as well as concern for the environment.”

The company offers a full range of kayaks, canoes, paddles and related accessories under five brands: Tahe Marine, Egalis, Zegul, Trapper and Beluga. The company’s sales network covers more than 35 countries worldwide, including Chile, Venezuela, Taiwan, South Korea, Singapore, Papua New Guinea and Martinique.

“The company is a growing and profitable business that is systematically gaining market share. It is already the biggest kayak supplier in Scandinavia – Europe’s most demanding market,” said Alek Wasiukiewicz, vice president at Enterprise Investors in charge of the investment.

Enterprise Investors is one of the largest private equity and venture capital firms in Central and Eastern Europe. Active since 1990, the firm has raised eight funds with total capital exceeding €2bn. To date the funds have invested €1.6bn in 132 companies across a range of sectors and exited 104 companies with total gross proceeds of €2.1bn.

“Tahe’s modern production facility is one of the company’s many competitive advantages,” continues Wasiukiewicz. “Moreover, its production and transport cost structure as well as shorter delivery times give Tahe an advantage on the European market over Asian and American producers.”

“As there is high seasonality in this business sector, then planning is key element and we manage to reduce waiting time of customer orders in high season through right planning.

We offer one-stop-shopping for our customers due to wide range of products in our product portfolio, which helps customers to save from transport costs. Through our promises to customers, which we always keep, we can sustain trust to our brands, which is the biggest value for us.”

Tahe was established in 1989 by competition paddlers. The first kayak was built with the help of Finnish colleagues from the Finnish Canoe Federation.

The company was restructured in 2007, when brothers Marek and Janek Pohla bought the company. The company has seen 600% growth since then.

Today, Tahe Outdoors operates with eight brands of watersports equipment and has three factories employing over 100 people.

Uncompromising commitment to quality is reflected in every single detail of Tahe Outdoors’ products. Tahe Outdoors’ sales network covers more than 35 countries worldwide; the kayaks are well-known and appreciated all over the world.

“The goal of Tahe Outdoors is to become the European leader in watersports equipment within three years,” says Janek Pohla. “Tahe Outdoors is seeking to increase its market share with its existing product portfolio, but it also aims to add new products to its portfolio. Acquisitions are not the central part of the company strategy, organic growth is also important, but acquisitions will be definitely opportunity and the partnership with EI gives this to Tahe Outdoors.”

The deal took seven months to complete. The company already has a leading market position in kayak sales in Scandinavian countries, and a strong position in paddles in Western Europe.

And this new deal will give the company the chance to grow further in Scandinavia, as well as in Western European countries, says Pohla.

The deal will have been successful, Pohla says, if in a year’s time Tahe is the sector leader in Europe.

As for expansion plans, Pohla says Tahe is biding its time. “We have not yet identified potential targets and there are no ongoing acquisition processes at the moment. Tahe Outdoors is looking for strong watersports companies in Europe, which have strong brands, product innovation, good reputation and remarkable market position.”

Company: Tahe Outdoors Name: Janek Pohla Email: Janek@taheoutdoors.com Web: www.taheoutdoors.com

Acquisition International | July 2014 | 13

DEAL OF THE MONTH: Malaysia Airport Holdings Berhad Acquires Stake in Two Companies from GMR Group

Malaysia Airport Holdings Berhad Acquires Stake in Two Companies from GMR Group Faizal Mansor, CFO of Malaysia Airports Holdings Berhad (MAHB), tells AI about the recent deal which saw MAHB acquire a stake in two Turkish firms.

Can you tell us a little about Malaysia Airports Holdings Berhad?

Malaysia Airports Holdings Berhad (MAHB) is the operator of 39 commercial airports in Malaysia, consisting of five international airports, 16 domestic airports and 18 short take-off and landing airports. Its core activities include airport management, maintenance and operation and commercial activities conducted at these airports. MAHB holds the licenses to operate all commercial airports in Malaysia (except for the Senai International Airport in Johor Bahru).

Its flagship airport, Kuala Lumpur International Airport (KLIA), has a total capacity of 70 million passengers per annum, comprising of the main terminal building with a passenger capacity of 25 million per annum and the newly opened klia2, which can cater for 45 million passengers per annum, respectively. klia2, which was opened on 2 May 2014, includes an integrated transportation hub with high-speed express train, taxi and bus links, as well as land-side connections to the main terminal building at KLIA and extensive new commercial facilities.

KLIA and MAHB’s five other international gateways serve a significant number of direct long-haul flights to and from major markets worldwide, and a large number of foreign airlines operating in Malaysia. These airports also provide domestic, short-haul and regional connections, serving the domestic market and the Southeast Asian market as well as providing connections to hubs such as Singapore, Bangkok and Hong Kong. MAHB airports are serviced by Malaysia Airlines, AirAsia Group and 62 other airlines.

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Passenger traffic numbers have grown consistently, bolstered in part by a resilient domestic market and the other competitive advantages of MAHB’s airports. Passenger traffic at its airports has grown from 29.5 million passengers in 1999 to 79.6 million passengers in 2013.

How does the company distinguish itself from its competitors?

MAHB believes it has several significant competitive advantages, including but not limited to: its reputation as a world-class airport operator; strong financial performance; government support; strong anticipated Malaysian and regional economic growth; favourable “gateway” airport locations; having two respectable airlines (Malaysia Airlines and AirAsia) as anchors; and experienced management.

Please provide some background to the deal.

What was the strategic reasoning behind it?

In June 2007, MAHB was invited by GMR Infrastructure Ltd (GMRI) of India to participate together with Limak Insaat ve San. Tic. A.S. (LIMAK), a Turkish company in the tender for the development, management and operation of the Istanbul Sabiha Gokcen International Airport in Turkey (ISGA). On 28 June 2007, the board approved the participation by the company in the tender. The consortium which comprises MAHB, GMRI and LIMAK, won the tender on 10 July 2007.

On 3 December 2013, a prospective investor of ISGA entered into a share purchase agreement with the GMR Group to acquire the acquisition shares for a total consideration of €225m. The completion of such share purchase agreement was conditional, amongst other matters, on MAHB not exercising its right of first refusal in relation to the acquisition shares.

Pursuant to clause 9.2.2 of the ISG Shareholders Agreement and clause 7.2.2 of LGM Shareholders Agreement, the GMR have, on 4 December 2013, issued to MAHB a notice and offer of a right of first refusal in respect to the acquisition shares and a right to “tag along” in the sale to the prospective investor.

On 23 December 2012, MAHB announced that its board had approved for MAHB to exercise its right of first refusal in respect of the acquisition of 40% stakes in Istanbul Sabiha Gökçen Uluslararasi Havalimani Yatirim Yapim Ve Isletme A.S. (ISG) and LGM Havalimani Isletmeleri Ticaret Ve Turizm A.S. (LGM) respectively of which MAHB has already own 20% stake, and a private placement of new ordinary shares of RM1.00 each in MAHB representing up to 10% of the total issued and paid-up share capital of MAHB and CIMB Investment Bank Berhad (CIMB) was appointed as principal adviser, while CIMB, Credit Suisse (Singapore) Limited (CS) and J.P. Morgan Securities (Malaysia) Sdn Bhd (JP) as joint placement agents. The proceeds raised was utilised to fund the acquisitions.

MAHB had on 30 April 2014 completed the acquisitions.

DEAL OF THE MONTH: Malaysia Airport Holdings Berhad Acquires Stake in Two Companies from GMR Group In terms of the main rationale of the acquisition, MAHB has been involved as a 20% shareholder of ISG & LGM respectively since 2008. Thus, the additional 40% acquisition will present MAHB with the opportunity to have a majority stake (60%) in an overseas airport which MAHB is already familiarize with. This is a rare opportunity in the world where a foreign party is allowed to have a majority stake in such asset.

With this acquisition, MAHB would stand to gain majority shareholding in Istanbul market which is the world’s fastest growing capital city market (>40 mil passengers per annum) globally over the last few years.

This acquisition also enhances MAHB’s reputation as a leading manager of airports and takes a significant step forward towards its goal of being considered as one of Khazanah’s global and regional champions.

This will enhance MAHB’s credentials as a strategic investor rather than a short-term financial investor, which will open MAHB to more privatisation opportunities.

MAHB would have significant added leverage when discussing future opportunities with business partners for example Qatar Airways, which operates 28x weekly to KUL, has just confirmed its 4x weekly flights to ISG starting May 2014.

MAHB would be more strongly placed to create a synergistic partnership via its own airport hotel, Sama-Sama Hotel extending its expertise into ISG’s airport hotel, facilities management etc. to both optimize MAHB’s investment as well as to optimize ISG’s value proposition.

How long did the deal take to complete?

The acquisitions and the private placement were completed on 30 April 2014 and 13 March 2014 respectively. Since the announcement made on 23 December 2013, the acquisitions and the private placement were completed in 4.3 months and 2.7 months respectively.

We had also been working closely with the placement agents, and work as a team, in ensuring all the critical milestones for the deal, including the book-building process was executed in the right way at the right time resulting optimal results out of the deal. At the end of the day, we are all happy with the outcome.

The private placement had attracted interest from a broad base of both domestic and foreign institutional investors, as well as new institutional investors. The final allocation saw a healthy mix of reputable long-only and hedge funds, with foreign investors demand coming in for approximately half of the deal signalling how MAHB has gained the confidence of global investors.

How will the deal affect your business and its customers?

The acquisitions are considered as a landmark deal in MAHB journey to become a respected global airport player. With ISG expected to be profitable by 2015 if not earlier, the acquisitions will contribute positively to MAHB financials in the future.

Furthermore, the placement has allowed MAHB to strengthen its capital structure and MAHB is now in better position to take part in any global airport privatisation deals in the future.

How will you assess the success of the deal in a year’s time?

The success of the deal will be mainly contingent upon ISG financial performance and the market confidence in MAHB which will be reflected in MAHB share price appreciation.

Did you face any challenges as part of the deal? If so, how were they overcome?

The overall execution of the private placement from the day it was launched until the execution of the book-building was smooth and definitely within the management’s expectations.

The main challenge is to ensure that the pricing of the new shares are competitive enough and that the discount to VWAP of the issue price to be comparable with the one achieved during MAHB’s 2012 private placement exercise. This is despite MAHB’s share price recording an all-time high, enjoying relatively high premiums, towards the end of 2013 with P/E ratio of about 27 times as compared with merely 12 times back in 2012.

Nevertheless, MAHB has managed to convince the investing community to focus on benchmarking MAHB’s rich PE multiples valuation with its global peers rather than comparing with the average PE in the Malaysian market. This was achieved, by us constantly engaging the investors throughout the year via a comprehensive investor relations programme and with a little bit more intensity in engaging the investors in the period preceding the launch of the deal.

What does the future hold? Do you have any predictions or expansion plans for the next 12 months?

Most likely MAHB will have to digest the acquisitions and work closely with the ISG management to ensure it is on track to achieve profitability by 2015. Furthermore, MAHB has to ensure klia2 fulfils its commercial potential in the next 12 months. In addition, more attention will be on the execution of the Aeropolis development plan on the land surrounding KLIA. Nevertheless, MAHB will always consider any other opportunities which are EPS accretive and would be able to enhance shareholders’ wealth.

Company: Malaysia Airports Holdings Berhad Name: Faizal Mansor Email: faizalmansor@malaysiaairports.com.my Web: www.malaysiaairports.com.my Address: Malaysia Airports Corporate Office Persiaran Korporat KLIA 64000 KLIA, Malaysia Tel: +60 3 8777 7000

Acquisition International | July 2014 | 15

DEAL OF THE MONTH: Versarien Acquires 2-DTech

Versarien Acquires 2-DTech AI caught up with Neill Ricketts, CEO of Versarien Plc, to ask him how Versarien’s recent acquisition of graphene company 2-DTech will affect the business and the industry as a whole.

Can you please describe your company’s background and primary aims.

Versarien is an advanced materials, manufacturing, and engineering group headquartered in Gloucestershire. I founded the company with two others after we were collaborating partners on a feasibility study based on technology developed at the University of Liverpool.

This study evolved into a volume manufacturing process for producing high performance metallic foams with exceptional heat transfer properties. This performance is being exploited to enhance the cooling of a range of products from power semiconductors to consumer electronics. The technology has, at its core, a disruptive performance benefit for greater cooling efficiency than competing technologies.

the production of metallic foams. Versarien’s latest acquisition is 2-DTech, a spin out company from the University of Manchester. The business was built on the back of the pioneering research in the field of graphene which was first discovered by Nobel Prize winning Professor Sir Andre Geim and Professor Sir Kostya Novoselov at the university.

Versarien’s entry into the graphene market place also signifies our commitment to developing cutting edge technology and advancing materials for the future generations.

Graphene is a revolutionary material 200 times stronger than structural steel and only one atom thick, it is an exceptionally good conductor of heat and electricity as well as being extremely light. It has applications in optics, composite materials and electronic devices as well as heat transfer properties which are complementary to Versarien’s existing metal foam technology.

Versarien started in May 2012 in a 2000 sq ft industrial unit and only 18 months later, the team has grown out of these premises and moved into larger premises, expanding from three founders to over sixty employees. Versarien has received nineteen local, national and international awards, most notable of these being first place at the UKTI Startup Games.

This event ran alongside the London 2012 Olympics and saw Versarien competing against six hundred international start-ups to win Gold. In June 2013 Versarien floated on AIM at a market capitalisation of c.£10m, simultaneously acquiring Total Carbide, a Tungsten Carbide manufacturing business whose manufacturing infrastructure is complementary to

The 2-DTech acquisition increases the number of companies within the group to three and will bring the manufacture of a world changing material to the heart of Gloucestershire. The company’s present market cap is approximately £26 million.

Did you face any challenges as part of the deal? If so, how were they overcome?

It was a challenge to ensure that the deal was a good fit for all parties. We had to enter into intense negotiation and ensure a degree of latitude was available, which we managed effectively by being a relatively small entity.

We worked closely with the team at the University who are developing one of the most promising technologies in the world in the form of graphene. By working closely with them, we ensured that the deal was completed in a reasonable time, whilst we continued to develop the other businesses within the group.

How does the company distinguish itself from its competitors?

As a relatively small business Versarien can be extremely dynamic enabling us to seize opportunities that present themselves far faster than our competition. With an adaptable and dynamic team having bundles of enthusiasm and a passion for technology, we are set to lead the way in putting British technology back on the map.

Through our strong ethical values and our commitment to developing our staff through training and professional development, we are fostering not only an interesting but a rewarding environment for them all to flourish.

Can you tell us a little about the background to the deal – what was the strategic reasoning behind it?

As an advanced materials company, Versarien is always looking for innovative technology and ideas in the field including regular contact with British research institutes and Universities. 2-DTech came to the attention of the Versarien team whilst they were looking at promising new materials for heat transfer applications. Having met with 2-DTech and been thoroughly impressed by the technology and team, the benefits of the match became clear.

2-DTech’s technology offers the potential for a significant enhancement of the Versarien product range, whilst 2-DTech benefits from Versarien’s experience of taking laboratory processes and scaling them for commercial exploitation.

How long did the deal take to complete?

The deal took three months to complete.

How will the deal affect your business?

The acquisition of 2-DTech, coupled with the planned collaboration agreements with the University of Manchester, the established home of graphene, marks a significant opportunity for Versarien to progress its product range with highly complementary technologies.

Versarien is already manufacturing over 37 tonnes per year of complex powder at its Total Carbide plant and combining this know-how with 2-DTech’s expertise, research facilities, and rights to intellectual property makes the early commercialisation of graphenerelated products far more likely in the short term on an industrial scale.

How will you assess the success of the deal in a year’s time?

This will be benchmarked by the increase in shareholder value, the number of commercial wins for graphene and the number of employees What does the future hold? Do you have any predictions or expansion plans for the next 12 months?

We continue to plan to expand through the development of our growing list of core technologies, and will also continue looking for acquisitions which fit the core strategy.

Company: Versarien Plc Name: Neill Ricketts Email: ceo@versarien.com Web: www.versarien.com Address: Building 4, Vantage Point Business Village, Mitcheldean, Gloucestershire. GL17 0ER Telephone: 01594 888 622

Acquisition International | July 2014 | 17

DEAL OF THE MONTH: Primco Management Acquires Suzie Q’s

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DEAL OF THE MONTH: Primco Management Acquires Suzie Q’s

Primco Management Acquires Suzie Q’s Earlier this year, real estate management and multi-media company Primco Management, Inc, acquired Seattle-based Suzie Q’s, a medical marijuana collective.

In March, Primco Management, Inc., the multimedia and real estate development company acquired Seattle-based Suzie Q’s, a medical marijuana collective fully licensed by the City of Seattle.

Suzie Q’s has been in operation for more than four years and serves over 1,500 patients. The agreement calls for the purchase of 100% of the assets of the co-op as well as the purchase and transfer of a production license granted by the Washington State Liquor Board.

“The acquisition of Suzie Q’s, one of the first fully licensed facilities in Seattle, gives us a base of operations which tie in perfectly with our plans in nearby Vancouver,” stated Primco’s CEO David Michery.

“Once we complete the acquisition of Suzie Q’s, we believe that we can significantly increase the current revenue stream over the next few months. Primco is in the early stages of establishing a massive marketing campaign to launch our new brand. By delivering the highest quality medicine at competitive levels, the Suzie Q’s brand will grow to become one of the most trusted names in medical cannabis,” he added.

Primco Management has developed proprietary iPhone and Android apps for My Suzie. The App will allow patients Free Access to Patient Records, Daily Medicine Menus and GPS Location Finder. The app will also allow active and potential patients to visit the company’s mobile website and locate the nearest My Suzie Q’s clinic with hours, driving directions.

This is just the latest move by Primco to enlarge its footprint in the medical marijuana industry.

The company entered into a joint venture with British Columbia-based CanMed Ventures on 24 February to build and operate a 30,000-squarefoot cultivation facility for the production of medical marijuana.

Primco said it expects to be fully licensed within six months and generating first-year revenues exceeding US$20m.

This is just Primco Management’s latest move to develop various properties in order to lease them to companies growing or selling legal marijuana.

The leased facilities will meet all zoning and

licensing requirements for the ongoing, legal dispensing of medical cannabis. Primco will not engage in the cultivation or sale of medical cannabis or any of its byproducts.

“We are extremely excited about the new direction of our property management division,” stated David Michery, CEO. “Today’s political environment regarding the legalized production of medical cannabis is the solution not only for patients in need of the medicinal benefits of marijuana but also in helping to keep the illegal dealing of marijuana off the streets. The economic dynamics are perfectly aligned to make this business opportunity a great success for us.”

Primco Management, Inc. was incorporated on October 14, 2010 in the state of Delaware as a real estate/property management company. On 31 January 2013 Primco Management entered into a stock purchase agreement whereby Primco Management acquired all of the assets, contracts and obligations of ESMG Inc. existing as of that date through a cashless exchange of stock. ESMG Inc., which was formed in the state of Nevada on 9 October 2012, is a formative multi-media entertainment enterprise with an active music production and distribution division, as well as having a business plan to launch a motion picture and TV production and distribution division. Accordingly, as of 31 January 2013, through the acquisition of ESMG Inc., Primco Management expanded its operations to include entertainment in addition to continuing to offer real estate management services.

On 7 February 2013, following the acquisition of ESMG Inc., David Michery became president, CEO and a director of the company, bringing 25 years of experience as a top executive in the entertainment industry – particularly with respect to music production and distribution.

Michery brought with him from ESMG Inc. a team of seasoned entertainment industry executives with the objective of carefully selecting both new and emerging music recording artists, as well as established artists, to drive distribution by the ES Music label. Several recording artist contracts have already been signed and recorded music is has been prepared for release. On the film and TV side, similar discussions have commenced by ES Film and ES TV with independent producers to co-produce and/or co-finance new content as well as distributing completed content.

Alan J. Bailey was also appointed CFO, secretary and director of the company. Bailey previously served as a senior financial executive of Paramount Pictures for 35 years, including being its treasurer. He has substantial experience in cash management, financial reporting, audit and compliance and financial planning, and is considered to be one of the industry’s leading experts in maximising both domestic and international production incentives. He is the CFO to several publicly traded and private owned entertainment companies as well as being the owner and operator of the Movieville International Film Festival, and executive produces lower budget/high quality motion pictures and made-for-TV movies.

Ramiro Guzman was appointed vice president of operations. For over 20 years, Guzman has managed, owned, operated and managed real estate companies, operated construction companies and has been a real estate broker and licensed by the DRE since 1991, with a proven history of outstanding results in acquiring, rehabilitating, and selling properties.

He is therefore uniquely positioned to head the company’s continuing real estate business segment.

On 30 May 2013 Primco Management closed and funded the acquisition of Top Sail Productions, a music production company and record label with a multi-year US distribution agreement through WEA, a Warner Music Group Company. Chuck Gullo, a 40-year veteran of the music industry and principal of Top Sail Productions, continues as a senior executive consultant to assist in the operation of Top Sail Productions and other entertainment entities under the Primco Management umbrella.

Company: Primco Management, Inc. Email: contact@primcousa.com Web: www.primcousa.com Tel: +1 206 455 2940 Address: 2211 Elliott Ave. Suite 200, Seattle, WA 98121, USA

Acquisition International | July 2014 | 19

DEAL OF THE MONTH: Nick Brusatore and Vertical Designs Buy Stake in Affinor Growers

Nick Brusatore and Vertical Designs Buy Stake in Affinor Growers In March, Nick Brusatore and his company Vertical Designs Ltd purchased 10% of Affinor Growers, a Canadian medical marijuana and Industrial hemp producer, on the open market.

The medical Marijuana market is beginning to skyrocket and, earlier this year, the world leader in vertical farming technology took a bold leap to get the party started.

In March, Nick Brusatore and his company Vertical Designs Ltd quietly purchased 10% of Affinor Growers on the open market. Affinor, a diversified publicly traded company on the Canadian Securities Exchange, is now focused on the medical marijuana industry within North America and is currently working towards becoming a premier Canadian medical marijuana and Industrial hemp producer with plans to be trading on the OTC and the marijuana exchange very soon.

Vertical Designs is a cutting edge design firm focused on vertical farming technology to mass produce food, growing the highest quality of products, including mechanically pollinated strawberries, in its proprietary technologies’ control precise combinations of light, temperature, water, and nutrients to create specific growing conditions that result in optimum crop production, product quality and shelf- life.

No current growing methods compare to the software-driven automation of the Vertical Designs technology.

Brusatore, who for one year was a director of Abattis Biocueticals, helped strategise and position the company with strategic people and players in the field. He was instrumental in assisting the company to implement the COO and CFO to help lead the company into the next stage of becoming a viable enterprise.

The great marijuana gold rush is about to boom, and Vertical Designs Ltd is a definite contender and leader in growing plants on a mass scale at the lowest possible price, the company says.

Affinor Growers began as Affinor Resources, a company focused on finding mining projects in Colombia and Canada. Affinor recognised a major opportunity when they discovered a team that was developing a system to mass produce pesticide-free, non GMO plants, just as interest in medical marihuana was gathering pace in North America.

Affinor Growers is focused on mass producing, high quality, in-demand produce and pharmacy grade plants for global distribution. The team is currently working towards becoming a grower of premier medical marijuana and set to produce other major cash crops such as romaine lettuce and strawberries while waiting for Health Canada licences and approvals.

Company: Affinor Growers Name: SĂŠbastien Plouffe Web: www.affinorgrowers.com Address: 410 Saint Nicolas, Suite 236 Montreal, Canada H2Y 2P5 Tel: +1 514 947 2272

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www.nmlc.co.zw

SECTOR SPOTLIGHT: How Process With Precision Makes All The Difference

How Process With Precision Makes All The Difference Acquisition International catches up with Keith McCracken from McCracken Advisory Partners to talk about the ups and downs, challenges and opportunities from 2014 Q1.

Keith McCracken, CEO and Managing Partner of McCracken Advisory Partners, certainly knows the M&A industry inside out. Here, he tells us how process with precision makes all the difference.

-------------------------------------------------------------In the mergers and acquisitions advisory business, reputation is everything. At McCracken we are known for negotiating fair and fruitful deals for buyers and sellers alike. Our mergers and acquisitions consulting practice is based on a thoughtful and proven process that guides our clients past both the usual and unexpected hurdles to a completed transaction. Through careful analysis and years of experience, we go above and beyond — enabling sure-footed integration plans and mutually rewarding earn outs.

Our precise, time-tested process has led to many successful and mutually beneficial

22 | Acquisition International | July 2014

transactions. After all, the stakes are high. There is no room for error. So we accurately set client expectations from the start. We build open communication lines and trust with transparency at each stage throughout the transaction process.

McCracken’s recipe for successful deals has the following key ingredients: • Engage an experienced, licensed broker experienced in investment banking advisory services overseeing the process from start to finish • Utilize a selection process that looks beyond the financials for a cultural and commercial fit • Adopt a win-win approach to financial terms and deal structure • Develop a mutually agreed integration plan that will:

o Provide the seller with an increased likelihood of an optimized earn out o Deliver to the buyer a thriving and sustainable asset o Plan for a fulfilling and continuing career for the seller’s principals during and after the earn out

Company: McCracken Advisory Partners Name: Keith McCracken Email: keith@mccrackenap.com Web Address: www.mccrackenap.com Address: New York Minneapolis Sao Paulo Telephone: +1 952 922 8140

SECTOR SPOTLIGHT: An Appetite For The Alternative

An Appetite For The Alternative Phillip Chapple is Executive Director of KB Associates based in London. He explains more about the firm to Acquisition International magazine, including its areas of specialism and the current climate for this jurisdiction.

Phillip has been involved in the financial services industry since 1997. He has held senior positions in the prime brokerage and hedge fund industries. He has been responsible for the establishment of numerous hedge fund and private equity structures.

Prior to joining KB Associates in 2010, Phillip was CFO/ COO of Ironshield Capital Management LLP, a European Distressed investment management company. As a founding partner Phillip had created the firms operational, finance and compliance infrastructure. Previously he was COO at IBIS Asset Management, a US $10bn family office.

Phillip had commenced his career in the global custody industry before spending a number of years in prime brokerage where at Merrill Lynch he was responsible for supporting hedge funds active across a range of strategies including Market Neutral, Long Short Equity, Emerging Markets, Fund of Funds, Macro and Special Situations.

Phillip holds a Bachelor of Laws with Honours (LLB) from Exeter University and SII Certificates in Investment Management, Regulations, Global Custody and Derivative Operations.

Philip tells us more about the firm he works for, KB Associates.

“The main product focus of KB Associates in London is to; a) Assist start up alternative investment managers to build both a fund and investment infrastructure which strikes the balance between viability and what investors require as part of their growing due diligence requirements.

b) Provide a forensic, preparation for investor due diligence service for established managers. A full review is performed on both the fund and manager infrastructure with identification of not just red flags, but all potential issues, inconsistences and unanswered questions which could affect an investors’ view of the manager. KB Associates has performed this review on both smaller managers looking to grow to the next level and larger bulge bracket managers who are experiencing the growing weight of investor due diligence standards.”

Recently the global economy has started to pick up and Philip has certainly noticed an up-tick in appetite so far this year.

“We do see an increase in interest in Alternative Funds, the interest is mainly from US Non-taxable investors who are looking for niche and focussed alpha propositions which deliver risk weighted rather than absolute returns. The majority of people looking to setup new products still do not deliver the focus which many investors are looking for, but when they do there are significant investor flows available.

“We have seen demand for real estate funds, funds with a “Corporate Social Responsibility” based mandate, plus niche geographical focussed funds. This year there has been a real demand for funds which are not driven directly by the US economy, last year many funds correlated and delivered good returns but there is fear about having too much exposure to one driver.”

And Philip also has predictions of how he believes the rest of 2014 will pan out.

“Despite the increased flow, it does not appear that the industry will revert to the investment flows of pre 2008 where assets were mainly allocated to “Fund of Fund” investors who often appeared to allocate mainly on relative performance rather than any deeper understanding of the risks delivered, there is a continuous push for specialist defined risk weighted products, driven by institutional investors who are allocating more to alternative funds but need vehicles which deliver transparency around the risks delivered, correlations and potential downsides, as well as a clear definition of all the risks in the infrastructure (including a pro-active view on counterparty risk). Investors tend to use conduit investors who provide access to managers with some comfort around due diligence rather than allocating directly themselves. Therefore it becomes key for managers to ensure they meet the conduit investors’ requirements while delivering the focussed risk products which the end investors require.”

On a final note, Philip explains that KB Associates is more than fully-equipped to provide advice to those looking to get involved in fund management or startups.

“We are always happy to talk to any managers or potential managers who wish to explore setting up a new alternative fund vehicle. We will always give a clear assessment of any new potential start-up against current investor demands and requirements. We will only ever engage with managers who we think have a realistic chance of becoming a viable business. We find this is invaluable to those exploring this area as it can be very daunting to gauge the viability of a new business in a fast moving and competitive space.”

“I think we will continue to see an increase in investor flow into alternative funds, with niche managers combined with large “branded” managers receiving the bulk of the investment,” he states.

Company: KB Associates Name: Phillip Chapple Email: phillip.chapple@kbassociates.co.uk Web: www.kbassociates.ie Address: 42 Brook Street, London W1K 5DB, United Kingdom Tel: +44 203 170 8811

Acquisition International | July 2014 | 23

SECTOR SPOTLIGHT: 2014 Q2 Mid-Year Review

2014 Q2 Mid-Year Review The global M&A market has strengthened considerably during the first half of 2014 (it has seen a 30% increase by value compared to the previous half year), with cross-border M&A accounting for 46% of total activity - the highest proportion since records began. Here, Acquisition International catches up with some of the businesses that are leading the way in their sector to discuss the opportunities and challenges from the first half of 2014.

Fight fraud at the frontline, so you do not become the next headline!

Fraud has always been our lifetime challenge, fraudsters are everywhere around us and we are unable in most cases to identify them.

They look like us, the act like us, they succeed in convincing us with what they want us to believe and we wake up so late to realize that we have had a painful fraud nightmare. Is it just a nightmare? No, in most cases it is far more than that, it can be an ongoing pain, it can be a goodbye kiss to our good job, or stable financial position or happy family, or even our freedom.

So, why we were victims? Why we could not identify the fraudster? Why we believed the misrepresentations? The answer is simple!

Fraudsters are not aliens, they are not different creatures, they are people like us, they are smarter than most of us and they are always one step ahead! Bernard Madoff before December 2008 looked like any respectable 70 year old grandfather, but he turned to be the monster of all the Ponzi schemes who stole billions of dollars and destroyed many people’s lives with no mercy. Andy Fastaw during the year 2000 was seen as the professional CFO, but turned out to be the devil who deceived the public with his financial structures and complex corporate vehicles that made Enron look better than it actually is.

So how can Organizations protect their systems from attacked by criminals or being used to launder ill-gotten assets? The answer is simple “Fight Fraud at the Frontline, so you do not become the next Headline”, but the answer is simple to say, not to implement. Organizations need to perform strict Due Diligence starting from onboarding ethical employees and customers, promoting ethics, maintaining a strict internal control, establishing a proper whistle blowing hotlines, performing ongoing monitoring and taking severe actions against any fraud attempt or incident.

Although it is known to all of us that people and corporations commit fraud, it is not fully understood why they do it. Understanding the motive behind fraud is important in preventing it.

The Fraud Triangle is the answer to this dilemma; fraudsters commit fraud when the three elements of the fraud triangle exist: The first element is “PRESSURE” which can be a Financial pressure or a psychological motive like greed, revenge, ego, … etc. The second element is “OPPORTUNITY” where the fraudster finds the chance or the

favorable circumstance that allows a fraud to occur. The third element is “RATIONALIZATION” where the fraudster is capable of justifying their wrong doings and their unethical acts. Some Fraud experts see that there could be a fourth element to the occurrence of Fraud which is “CAPABILITY”. This is The theory of “Fraud Diamond” which highlights that a person may be in a job function where he or she can commit fraud but their capability to actually carry out the fraud may be limited. Capability includes the fraudster’s personality and traits including knowledge, creativity, and ego that differentiate from opportunity, where the fraudster here creates his own opportunity because of his high expertise and capabilities. The Societe Generale Rouge Trader: Jerome Kerveil could cost the bank the largest fraud loss in the banking history of 7.2 Billion dollars all by himself. In theory, he was supposed to make simultaneous “bets” on stock exchange futures going up and down to earn modest amounts of money on tiny margins between the two. Instead, he “faked” covering trades and hacked into computers to defuse the bank’s internal safeguards.

Committing fraud and getting away with it can become addictive. Once one succeeds in a fraudulent act resulting in enormous gains and gets away with it, it gets harder and harder to stop that activity. This is characterized as the “Potato Chip” Theory of Fraud. Just as a person is often unable to eat only one potato chip, once employees start committing fraud, they get addicted to it and often cannot stop. Assuming the person does not get caught, he or she will

commit fraud after fraud, even getting more and more innovative in designing new fraud schemes to obtain more gains through obtaining assets or services unjustly.

The war against fraudsters will always remain unequal battle as criminals are so advanced, knowledgeable and armed, whereas on the other side organizations believe that they can save some money by cutting down on the costs of controls and measures to fight fraud and financial crimes. In many organizations we find security measures so limited, training and awareness are not thought of, whistleblowing hotlines are not established, code of ethics are in many instances left behind and employees backgrounds are neither properly checked before being hired, nor properly monitored after being hired.

Company: Allied Compliance Consultants “ACC” Name: Hossam M. Abd El-Rahman Email: md@acc-co.com Web: www.acc-co.com City Tower 2, Level 16, South Wing, Suite: 1604 Sheikh Zayed Road. P.O. Box 53962, Dubai, United Arab Emirates “UAE” Phone: +971 (4) 313 6900 Fax: +971 (4) 313 6999 Hotlines: +1 971 Call ACC (2255 222) / +971 (50) 724-6244

Acquisition International | July 2014 | 25

SECTOR SPOTLIGHT: 2014 Q2 Mid-Year Review Camden Associates provides a full range of corporate finance advisory services.

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

We put clients first. We strive to develop trust with our clients through thorough and detailed consultation. This is what permits us to generate appropriate investment ideas and value-added services.

At Camden Associates, ideas are key. Our ability to generate original, quality ideas for clients and investors positions us ahead of the competition.

We think it’s vital to know your client. The more detailed our understanding of our clients’ needs and objectives, the better positioned we are to meet them.

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We aim to create shareholder value. We are committed to aligning the interests of all parties involved in a transaction which is what creates in the end optimal value creation.

Camden is involved in lasting client relationships.

You will get a different perspective from us. Few investment advisory boutiques focussed on the mid-market can combine advice on international M&A and corporate finance with capital markets expertise.

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

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

Camden provides companies with special

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

Company: Camden Associates Web: www.camdenassociates.co.uk Tel: +44 207 290 9812 Address: 27 Hill street, London W1J 5LP

SECTOR SPOTLIGHT: 2014 Q2 Mid-Year Review

yet strong enough to be enforceable in the event an agreement is breached. Structuring transactions properly is vital to ensure that the benefits of that transaction can be fully realised to provide a working framework for future transactions of a similar nature.

The Entrepreneur Law Center, P.L. is a private boutique law firm in Orlando, Florida offering a broad range of legal and advisory services to emerging enterprises, entrepreneurs, large and small established businesses, public and private entities, and individuals.

---------------------------------------------------------------------Our clients are local, national and international. We strive to provide services beyond your expectations for a law firm. Our broad business and financial experience helps our clients overcome today’s obstacles to meet tomorrow’s goals.

Our experienced legal team provides legal and consulting services to buyers, sellers, and to companies wishing to join forces through joint ventures or a variety of merger types. Not only do we structure and draft the agreements required in mergers and acquisitions, but we often play a key role to our clients in developing and executing long term strategy related to combining with other companies. We assist buyers and their advisors in conducting due diligence to assess and mitigate risk and to establish suitable valuation criteria. We help sellers prepare for pre-acquisition due diligence by buyers.

The Entrepreneur Law Center, P.L. offers a variety of services to venture capital firms and angel investors, as well as the entrepreneurs who seek investment.

Typically venture capital firms invest in businesses that usually aren’t in a position to publicly issue securities to raise capital, but still seek second stage financing.

Venture capital firms evaluate numerous deals and pick a few with high growth potential. Investments are not limited to high tech ventures, as is commonly believed, but the deals must be large enough to and promise growth substantial enough to justify the costs of due diligence and the institutional oversight.

Angel investors are more flexible, and although they typically fund companies with less capital than do venture capital firms, angels have been known to infuse substantial investments in the right opportunities. Angel

investors also typically play a role in helping companies grow, not only through invested capital but also through management advice, oversight or participation. Matching angel investors or venture capitalists with the right entrepreneurial opportunity can often be difficult for both parties. Angel investors and venture capitalists must carefully evaluate every opportunity while entrepreneurs are under tremendous pressure to present their companies to the right investors and in an effective manner. The Entrepreneur Law Center, P.L. can provide valuable services to evaluate opportunities, and to prepare entrepreneurial ventures to effectively present these opportunities.

Most small and medium sized businesses do not have the sufficient revenue to justify their own in-house general legal counsel team or chief financial officer. Consequently, they often do not get the timely legal advice they need because they are worried about the cost of being charged a high hourly rate to talk with an attorney. Additionally, when they do discuss issues with an attorney, it often takes substantial time and expense in bringing them up to speed on the current state of their business. As a result, legal work is often performed on a crisis basis, reacting to problems, when spending less money on a preventive basis would avoid most of the crises. Furthermore, when crises do occur they can be managed much more efficiently by an attorney who already understands your business and the issues involved.

Not only are our attorneys experienced in most legal matters a typical company will face, but we also have significant experience in public accounting with firms such as KPMG, Arthur Andersen and Ernst & Young, as well as experience as controllers and CFO’s of public and private companies. Consequently, we can provide the type of oversight of the budgeting, accounting, financial planning, and tax functions of your company that you may be missing.

Most small businesses and entrepreneurial companies engage in transactions with customers, vendors, employees, shareholders, creditors, officers, directors, and other parties where the counsel of an attorney would be invaluable. At the Entrepreneur Law Center, P.L., we strive to structure transactions that will be flexible enough to meet the needs of our clients,

Providing valuable legal services to the business community is the core business of the Entrepreneur Law Center, P.L. The firm represents a wide variety of clients, including entrepreneurs and start-ups, established companies, investors, lenders, and international clients.

The importance of sound legal advice when structuring sales, on-going business relationships, and financing cannot be overemphasised. From tax planning to entity selection and formation, the Entrepreneur Law Center, P.L. can help take a client from the start-up phase through the various growth stages to the execution of exit strategies. The firm will handle accounting and control, financial reporting and tax compliance through structuring transactions and relationships.

Florida is on the front lines of global trade and international business and some of the firm’s clients have prospered as a result of our expertise in navigating an ever changing landscape. Our goal is to help US clients reach international markets and to help foreign clients establish themselves here in Florida and elsewhere in the US. Florida has in many ways become the gateway to Latin America and the Entrepreneur Law Center, P.L. strives to be on the forefront of this trend. Our clients include many Latin Americans coming to Florida to establish new businesses or to expand existing ones.

Additionally, we continue to assist domestic companies as they expand their presence internationally. Our professionals have forged business relationships across the globe and negotiated distribution networks, partnerships, and transactions throughout the Far East, Europe, Latin America and the Caribbean.

Company: The Entrepreneur Law Center, P.L. Name: Kenneth Hamner, Director Email: khamner@entrepreneurlawctr.com Web: www.entrepreneurlawctr.com Tel: +1 407 601 4980

Acquisition International | July 2014 | 27

SECTOR SPOTLIGHT: 2014 Q2 Mid-Year Review

Image Insurance Brokers is an insurance firm based in Abuja, Nigeria.

---------------------------------------------------------------------Despite recent strong non-oil growth, poverty and income inequality in Nigeria remain high and social and governance indicators are below averages for sub-Saharan Africa.

Structural reforms under the Transformation Agenda are ongoing, but significant infrastructure gaps and weak institutional capacity still retard growth prospects. At the same time, vulnerabilities are rising in the buildup to general elections in 2015 and fiscal buffers have been reduced.

Meanwhile, GDP is being rebased and structural shifts may suggest a refocus in some policy areas.

Outlook and Risks. Growth is expected to remain strong, driven by agriculture, trade, and services.

Inflation should continue to decline, in line with a tight monetary policy, and a lowering trend in food prices from higher rice and wheat production. Key downside risks are: persistently lower oil revenue from changing global dynamics and lower domestic production; less prudent fiscal policy through the ongoing political cycle; ongoing security problems in the North; uncertainty about the pace of global recovery; and capital flow reversals from the expected unwinding of unconventional monetary policy (UMP) in the advanced economies or increased domestic political risk.

Transparency and governance in the oil sector should be enhanced, including by strengthening

28 | Acquisition International | July 2014

the regulatory framework through the passage of a sound Petroleum Industry Bill (PIB) featuring stringent enforcement clauses. A multi-country partner strategy could also improve oil sector oversight. Fiscal buffers could be rebuilt by insulating macrofinancial stability from the political cycle. The fiscal framework should continue to be improved, with an appropriately conservative 2014 budget.

Monetary policy should remain supportively tight, given the potential for capital flow reversals and fiscal slippages. In the event of persistent pressures, the naira should be allowed to adjust and reserve adequacy maintained. Improving competitiveness and productivity to generate inclusive growth will require wide-ranging structural reforms. Three key areas could help promote inclusive growth – increasing the delivery of power, broadening the agricultural production base, and increasing access to finance for SMEs. Support for sectoral growth should be underpinned by improvements in competitiveness rather than by protectionist measures.

Leading the Way in Nigeria’s Insurance Industry We were very proud to win Acquisition International’s Client Choice Award: M&A Innovators of the Year – Nigeria. Our success represents our continued hard work and commitment to high quality service in the fast-growing Nigerian insurance industry.

Foreign insurance groups are closely watching Nigeria’s insurance market. A March 2014 Fitch

Ratings report says “foreign investors in the Nigerian insurance market have shown a preference for acquisition or partnership above setting up new insurance operations”.

This preference is undoubtedly due to the need for a sound distribution footprint, local knowledge and the ability to achieve scale quickly. Foreign investors are allowed to own a 100% share in Nigerian insurance companies – a further incentive for those investors.

The industry is fragmented, with 58 companies in operation. This is down from 140 registered insurers in 1994. Much of this consolidation has come since 2005 when the regulator, National Insurance Commission (Naicom), introduced new capital requirements, reducing the number of insurers to 49 in 2007 from 97 in 2005. But Fitch Ratings thinks the consolidation will continue, saying that foreign capital in particular will aid this process.

Image

Insurance Brokers Ltd Company: Image Insurance Brokers Ltd Name: Elizabeth Uzoamaka Uzeoghe Email: imagebrokers@yahoo.com Address: I.T.F. House Plot 6, Adetokumbo Ademola Wuse 2, Abuja, Nigeria Tel: +234 803 700 3370

SECTOR SPOTLIGHT: International Employment Law: Compliance in a Globalised World

International Employment Law: Compliance in a Globalised World

Ronald Clarke, a consultant solicitor engaged by leading dispute resolution and employment law firm OW Law LLP, tells us what challenges employment law poses to companies doing business across regions, and how pitfalls can be avoided.

-------------------------------------------------------------How would you describe the current business environment in your region?

The business environment in the UK has now emerged from a prolonged period of recession.

One significant factor on employment rights is the prevailing economic climate. This is what seems to drive businesses to raise or lower their standards of behaviour and what influences employees willingness to challenge that behaviour.

As firms increasingly seek to do business across regions, what are the major considerations they face?

The major challenge for businesses is to stay on top of the constant changes to employment laws.

Difficulties stem from governments’ frequent tinkering with laws and regulations in an attempt to strike the right balance between allowing employers to run their businesses effectively and efficiently, free from

30 | Acquisition International | July 2014

unnecessary regulation, whilst at the same time giving employees appropriate protection and the ability to enforce their rights.

There is constant friction between competing groups with the pendulum of change swinging back and forth to assuage the interests of these groups. The pendulum of change will at any given moment favour one individual or group over another and the consensus also changes over time. Reconciling these conflicting interests is, ultimately, the challenge faced by all governments which must now operate in a global environment.

What are the main areas of focus for you and the clients you work with around employment law and regulations? How exactly do you help them to anticipate and overcome the challenges?

The main area of focus is compliance to avoid costly disputes and claims. Disputes at work cost money through lost management time, lower productivity, higher sickness and absenteeism and higher employee turnover. Line managers spend about 25% of their time managing issues associated with disputes and conflict. Prevention is undoubtedly better than cure.

Properly advised businesses will undoubtedly avoid costly workplace and legal disputes.

I would urge businesses to use ADR, particularly mediation. Increasingly it is becoming a false economy to litigate disputes. The business case for resolving disputes at an early stage by mediation is very strong and is underpinned by a substantial amount of evidence.

Company: OW Law LLP Name: Ronald Clarke Email: ronald.clarke@owlaw.co.uk Web: www.owlaw.co.uk Address: Blake House, 2a St Martins Lane York, North Yorkshire, YO1 6LN Tel: +44 01904 899 690 Fax: +44 019 0423 2901

SECTOR SPOTLIGHT: International Employment Law: Compliance in a Globalised World Ernesto R. Añasco, senior partner and head of the labour and employment department of Angara Abello Concepcion Regala & Cruz Law Offices (ACCRALAW) in Manila, Philippines, tells us about the employment challenges facing foreign companies operating in his country.

---------------------------------------------------------------------Which sectors have seen the most activity in your region?

As a developing nation, the Philippines is predicted to remain one of the world’s fastest growing economies in 2014 and beyond. It has a lot of potential for growth and has seen much activity in various sectors over the past few years. The business process outsourcing sector, and in particular, the call centre industry has seen rapid growth as foreign companies expand their infrastructure investments in the country, fuelled by the English-language skills of Filipinos. Human resources for call centres in the country are high because the Philippines is the third-largest English speaking country in the world. These language skills and the relatively low cost of living in the country make for lucrative investments in the offshoring and outsourcing sector.

The construction sector has also displayed significant activity as a major driver of GDP. The energy sector shows great promise as the demand for it is steadily rising. The growth of the BPO industry also brought with it a resulting growth in the real estate sector.

Alfredo Kupfer-Dominguez, managing partner, Mexico City Office, Sanchez Devanny Eseverri, S.C. tells AI about the employment-related challenges facing foreign companies operating in his country.

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

Mexico has recently undertaken an unprecedented change to business regulations in order to bolster its economy and job creation. Labour, tax, anti-trust, telecommunications and energy are some of the strategic areas where legislation has been adapted to a more globalised and open economy. Automotive, aerospace, construction, renewable energies and mining are among the industries that have seen major growth.

A full understanding of the business opportunities will assist any firm in its investment plans in Mexico.

As firms increasingly seek to do business across regions, what are the major considerations they face?

Tax and labour regulation continue to be stringent and require planning that may afford greater flexibility to companies, within the legal frame established in the

Kurt Devos, partner at the Kortrijk branch of MonardD’Hulst law firm, one of the leading independent law firms in Belgium, talks us through the employment law issues facing firms in his region.

-------------------------------------------------------------Employment law in Belgium is very liberal but extremely technical and complex. It incorporates several presumptions and, moreover, infractions can result in criminal prosecution. Employers that don’t take Belgian regulations into consideration can receive big fines.

A lot can be solved by contract; the draft of commercial and other agreements is crucial. The content of the agreement often determines the way transnational employment is perceived. We refer to the discussions relating to so-called “fake selfemployment”, the posting of employees for the benefit of users, or still the formalities that have to be fulfilled when one is working in Belgium. We refer also to

As firms increasingly seek to do business across regions, what are the major considerations they face?

Adapting to the legal climate of different regions is always a major consideration, possibly above everything else.

Legalities must always be addressed first in order for businesses to be able to effectively do business in a certain region. It may come as a shock to some management teams that certain practices are not allowed in particular areas. Businesses will have to adjust accordingly with a plan of action even before commencing operations.

What are the major risks if companies fail to take into account these regulations and laws and how can management teams ensure that they have every eventuality covered?

The risks of failing to take into account the local laws and regulations are gross inefficiency of operations at the very least and criminal sanctions and bankruptcy at worst. It would be a wise move for management teams to partner up with local legal experts and/or business consultants who know how to navigate the local business and legal environments in order to be assured of a seamless transition.

How exactly do you help your clients anticipate and overcome the challenges surrounding around employment law and regulations?

country. Any company wanting to do business in Mexico must consider labour, tax and social security obligations.

What are the major risks if companies fail to take into account these regulations and laws and how can management teams ensure that they have every eventuality covered?

Failing to take into account these regulations stem in substantial penalties and sanctions. The most successful firms in Mexico have learned that anticipating potential risks, and putting contingencies in place, is key.

What are the main areas of focus for you and the clients you work with around employment law and regulations?

Firms are focusing on the newest outsourcing regulation, which has required companies to revisit its relationships with vendors and internal corporate structure. Similarly, cost-efficient benefit and compensation structures and flexible work arrangements have been of major interest.

Sum up exactly why your business is such an important asset for firms looking to expand their operations globally.

discussions relating to the payment of remuneration and for social and fiscal debts. Belgian regulations sometimes also oblige parties to set down their relationship in a written agreement.

At Monard-D’Hulst Kortrijk we deal with all aspects of cross-border employment and global mobility. We advise on and handle employment issues arising from the relationship between employers and employees, and supervise outsourcing transactions and the transfer of staff. We draft both commercial and secondment agreements and assignment letters with a pragmatic eye for business operations. Our expertise in administrative proceedings (social inspections) and the criminal aspects of employment law helps us to assist our clients in using their commercial possibilities to the maximum extent, while at the same time limiting the legal risks to a minimum. Practical advice and recommendations are our number one priority. We provide immigration assistance and guidance work

We help companies by guiding them through the whole employment process. From the very beginning, we teach their management teams correct labour practices from a practical point of view so that when the time comes that they have to make decisions regarding their personnel, they do so in a just and legally-correct manner. We also step in for the management, if so requested, in cases of labour disputes especially if these escalate into labour litigation.

Company: Angara Abello Concepcion Regala & Cruz Law Offices (ACCRALAW) Name: Ernesto R. Añasco Email: eranasco@accralaw.com Web: www.accralaw.com Address: 2nd Avenue corner 30th Street, Crescent Park West, Bonifacio Global City, 0399 Taguig, Metro Manila, Philippines Tel: +63 2 830 8000

Sanchez-Devanny’s labor & employment group has highly qualified and business-oriented attorneys, who accompany its clients through their day-to-day needs, becoming their business partners. Aware of corporate governance requirements and under strict ethical standards, our attorneys enjoy of the confidence of the most important global companies in Mexico.

Company: SANCHEZ DEVANNY ESEVERRI, S.C. Name: ALFREDO KUPFER DOMINGUEZ Email: akupfer@sanchezdevanny.com Website: www.sanchezdevanny.com Address: Av. De las Palmas 525 Floor 6, Lomas de Chapultepec, 11000 México, D.F. Telephone: +52 55 5029 8500

permits as other administrative formalities. We deal with employment, tax and social security issues in this regard. The Kortrijk branch being near the French border and the Lille area, we offer specific expertise in Franco-Belgian matters.

Company: Monard-D’Hulst, Kortrijk branch Name: Kurt Devos Email: Kurt.Devos@dhulst.be Web Address: www.monard-dhulst.be Address: Doorniksewijk 66, 8500 Kortrijk, Belgium Telephone: +32 (0)56 26 83 83

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SECTOR SPOTLIGHT: Germany: Saviour of Europe?

Germany: Saviour of Europe?

Helmuth Jordan, partner at Jordan & Wagner in Stuttgart, on the German Constitutional Court and why flexible Euro rates of exchange can be the answer.

In 1998 four professors applied for an injunction at the Bundesverfassungsgericht, the Federal Constitutional Court and the highest court in Germany. Their goal was simple. They wanted to delay the introduction of the Euro. They were turned down in this endeavour by the Court, with an equally simple response that said, “It is up to the politicians to decide the issue”. At that point in time the Court voluntarily stepped back. Later on, in their interpretation of the Lisbon Treaty, the Court would take more tentative steps to define the limits of EU power and the status of the whole project towards political union.

The judgment at the Bundesverfassungsgericht cleared the last hurdle, which could have delayed the introduction of the Euro on 1January 2000. After that, no one was able to either stop, or delay the procedure.

On 1 January 2000 the rates of exchange of the constituent national currencies, which were transitioning to the Euro, were frozen on the basis of their agreed values as at that date. While for decades Europe was not unsuccessful with flexible rates of exchange, it is clear that the significant potential consequences of fixing an exchange rate at an arbitrary date were largely overlooked.

In particular, the lessons of economic history were stubbornly ignored, in that previous attempts at maintaining one currency for a community of sovereign nations have always failed in the past. In addition, never before have so many independent nations introduced a common currency at the same time. The politicians believed that economic unity would deliver political unity sooner or later and that any problems with the Euro would be solved by such unity.

The reality of the latest EU Parliament elections in 2014 clearly shows that many voters do not approve of this aspiration towards political union. EU citizens in many member states are also increasingly querying the manifest democratic deficit at the heart of the Union.

Where individual member state budgets go out of control serious stresses are placed on the Euro. Major problems have been caused by the fact that no Euro member state is allowed to devalue its currency, as a means of helping to get its national finances into better shape. This has been a major and successful tool of macro-economic management in the past.

Instead of discussing the possibility of flexible rates of exchange, there is often the assertion that we are faced by a “Europe of two speeds”. This terminology gives the false impression that the problem could be manageable, were such a two speed Europe to be introduced.

Solutions cannot be seen on the horizon any time soon. Instead a new fight has come to the fore. On the Left, the big spenders believe that more spending will automatically lead to growth. The opposite view favours spending cuts, that can lead to unwanted short-term problems, such as unemployment. Every day we observe serious disagreements between member states about the correct future policy. In the meantime, we observe not only voters being against the EU, but the growth of new political parties, from the Left and the Right, both advocating an exit either from the Euro or from the EU altogether.

The EU project has and had excellent intentions.

The most important founding principle was to create a lasting European peace project. 2014 is a shivering reminder of European history: Outbreak of World War 1: 100 years, D-Day on the beaches of Normandy: 70 years- when will we ever learn?

Charles de Gaulle echoed this message in his speech to the German youth in September 1962 at Ludwigsburg Castle. As a direct consequence, the German French Friendship Agreement was signed within a year between de Gaulle and Adenauer. This axis of peace in Central Europe continues to stand out as a good example.

The Constitutional Court in Germany came back with another significant judgment on 30 June 2009 with regard to the Lisbon Treaty. In principle, the Lisbon Treaty was accepted. However, the Court drew a very clear line in favour of the sovereign nations of

the European Union. The Court handed down a fully justified warning that until full political unity, if ever, is attained, the sovereignty ofthe member states of the European Union must be respected. This warning has not found its way into the general political discussion.

The Euro can only survive if flexible rates are introduced for a limited time within a certain margin of fluctuation. To allow each country to fluctuate between minus and plus 15% could be a starter for a serious debate. This flexibility could be reduced after a certain time, by 1% for example. While this could assist the approach towards unity of the EU, on the other side, there would be plenty of room to breathe for each member state.

The alternative would be that one or more member states may decide sooner rather than later to go back to their old currency. This will definitely complicate the whole system for many reasons.

To reintroduce the old currency would be considered as a showcase for failure, as well as a backward move. This may discriminate against those choosing to go back to the old currency. The more elegant answer is to stay within the Euro, helping to achieve the ultimate goal of economic and political unity as a basis for long term stability.

Company: Jordan & Wagner Rechtsanwaltsgesellschaft mbH Name: Helmuth Jordan Email: info@jordan-ra.de Web: www.jordan-ra.com Address: Kernerstraße 28 DE-70182 Stuttgart, Germany Tel: + 49 (0) 711 25 54 04 60

Acquisition International | July 2014 | 33

SECTOR SPOTLIGHT: Germany: Saviour of Europe?

AI spoke to Lothar Boelsen, partner at auditing and tax consulting firm BPG’s Frankfurt office and managing partner of the BPG auditing and tax consulting group, about Germany’s economic prospects.

---------------------------------------------------------------------How would you describe the current business environment in your region?

While Frankfurt is known especially as world-class financial and services centre, the larger region is shaped by internationally operating companies of all sizes and sectors that benefit from the area’s infrastructure and its central position within Europe.

This internationalism contributes greatly to Frankfurt’s continuously thriving economy.

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

During the crisis years, Germany was especially admired for its strong and innovative Mittelstand (SMEs). Being the backbone of Germany’s economy, their essential strengths become apparent: German SMEs are often highly specialised in niche sectors where they are the leaders in their field. In addition, their small size enables them to find quick and flexible answers to ever-changing markets worldwide.

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

34 | Acquisition International | July 2014

As tax consultants we see that SMEs in Germany are burdened with an overall tax load that is quite high in the international comparison. Also, bureaucratic efforts for companies are increasing despite reforms.

While political answers to cutting the red tape are still pending, companies are best advised to seek the best technical support available.

In your view, is Germany still the only country capable of saving the euro?

Saving the euro is an effort of all the European partners working together. Germany has been setting the tone of the discussions to a large extent, but the real work lies with the countries that have to push for those (painful) reforms that Germany has undergone before.

What do you make of claims that Germany’s financial power is exaggerated and that the country is, in fact facing financial difficulty?

Many see Germany’s dependency for its exports as weakening factor. However, the strength of the industry sectors in leading technologies as well as in market niches shows that innovative quality products are still sought for around the world. Germany is not the only provider, but may certainly remain an important one for years to come.

If speculation about Germany’s economy weakening is accurate, how can businesses in your sector prepare and what specific challenges will this present?

In times of crisis, sustainable and future-oriented business planning is essential and may set seeds for the time that lies beyond. Our clients trust us to equip them with the adequate instruments, while we consider both sides of the coin: crisis is also opportunity.

Company: BPG Auditing & Tax Consulting, Frankfurt Name: Lothar Boelsen Email: lb@bpg.de Web: www.bpg.de Address: Zeilweg 42, 60439 Frankfurt, Germany Telephone: +49 69 971231-0

SECTOR SPOTLIGHT: The Insurance Industry: Supporting Economic Development in Malaysia

The Insurance Industry: Supporting Economic Development in Malaysia Acquisition International talks to Ricky Matthews from IFA Asia and Dato’ Ahmad Farouk Faizi bin Abdul Karim about the role the insurance industry is playing in Malaysia’s steadily growing business environment.

IFA-ASIA (Malaysia) Ltd was incorporated in 2011 and is part of the IFA-ASIA Group. The group manages over US$40m on behalf of its clients.

-----------------------------------------------------------------------The current business environment in Malaysia is flourishing, says Ricky Matthews, Managing Director, IFAASIA (Malaysia) Ltd. “For a new company, business levels have been increasing steadily as the brand awareness grows within our target market – expatriate Japanese nationals.”

The country, which has easy access to other major financial centres in Southeast Asia, such as Singapore and Hong Kong, offers much for investors, he says. “Malaysia is open for investment and from a cost base it is an attractive business environment to establish within Asia.”

Borneo coast. “There is a strong focus on making Labuan the premier financial and business centre in Asia,” he says. “With strong competition from both Hong Kong and Singapore there is of course a long way to go. But they have some innovative ideas to improve their standing amongst their peers.”

With the growth of wealth in South East Asia, there is an increasing demand for quality investment and insurance products for HNWIs, Matthews says. “Malaysia, through Labuan, is making strides to provide for these needs particularly within the Islamic finance side. Our role is to make these products easily available to our clients.”

Financial services, as a whole, are not a huge part of the economy in Malaysia, notes Matthews. “But certainly it can play a much wider role going forward,” he adds.

Malaysia’s insurance industry has achieved significant progression the last decade. This, says Matthews, can be attributed to the Malaysian government’s creation, in 1990, of Malaysia’s International Business and Financial Centre (IBFC) on the island of Labuan, located off the

Company: IFA-ASIA (Malaysia) Ltd Name: Ricky Matthews, Chartered MCSI FPC FAIQ(CII) Email: ricky@ifa-asia.com Web: www.ifa-asia.com Address: Menara One Mont Kiara Unit 29-3, No.1, Jalan Kiara, Mont Kiara 50480 Kuala Lumpur Tel: +60 (0)3 6411 0950

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SECTOR SPOTLIGHT: The Insurance Industry: Supporting Economic Development in Malaysia AFR Asia Pacific Limited established in 1999 , was incorporated in the Federal Territory of Labuan, Malaysia under the Labuan Financial Services and Securities Act 2010. The company is registered under the Labuan Financial Services Authority (Labuan FSA) and is licensed to operate as a reinsurance and retakaful broker. The company’s primary business activities are reinsurance broking in facultative and treaty risks. Its specialties are in the areas of property & engineering , aviation, liability, marine, oil and gas.

The island of Labuan, located off the north west coast of Borneo is strategically located in proximity to most of the Asian cities. It was declared an international business and financial centre in 1990 which boast of a robust and business friendly legal framework and efficient fiscal structure. The centre offers a wide range of products such as Protected Cell Companies, Captives, Foundations, Labuan Special Trust, Private Trust Companies and an International Shipping Registry, Islamic Trusts, Islamic Foundations, Limited Partnership and Limited Liability Partnerships. It is home to more than 60 banks and 200 insurance entities.

Malaysia’s current economic environment continues to be robust with a projected growth of 5.4% in 2014 expanding from a growth of 4.7% in 2013. This will be fueled by a demand in exports in the country’s commodities, electronics and petrochemical products.

The major sector is the petroleum industry . This industry includes petroleum products, petrochemicals, and natural gas. The rapid expansion of the industry is chiefly credited to the accessibility of oil and gas as feedstock, a strong foundation of supporting services, well-developed infrastructure, and the country’s strategic location within ASEAN and its closeness to the key markets in Asia Pacific.

Malaysia has the 14th largest natural gas reserves and 23rd largest crude oil reserves in the world producing 5,891 million standard cubic feet of natural gas and 691,600 barrels of oil equivalent of crude oil per day.

The country also has the largest production unit at a single location of liquefied natural gas with production capacity of 23 million metric tonne per year.

To encourage the continuous economic growth of the country, the government has implemented various stimulus initiatives such as the New Economic Model (NEM), Economic Transformation Program (ETP) and the Tenth Malaysian Plan will, according to industry analysts, lead to a growth in demand for insurance products and services.

Malaysia maintains a well developed financial and banking environment and has been in the forefront of Islamic financial developments which includes Islamic Banking, Islamic Capital Market, Takaful and Retakaful, and Islamic Interbank Money Market.

The insurance industry is expected to increase at respectable rates in line with economic growth. The life insurance segment will benefit from the rising per capita income of the population as well as new and innovative products introduced by insurance companies. The Malaysian economy is seeing exciting growth in the areas of offshore oil and gas which has also spilled over to the supporting marine services.

The country is also progressively establishing itself as a regional aviation hub and it is in these areas AFR Asia Limited has developed a niche in providing expert reinsurance services.

The Malaysian Insurance Industry provides a crucial supporting role to the growth of the economy. The insurance industry is well regulated by the Central Bank (Bank Negara) and regulators continue to implement prudential guidelines eg the recently introduced (in 2010) Risk Based Capital (RBC) framework which aims to enhance transparency while emphasizing the optimal risk management of insurers ensuring the resilience of the insurance industry in times of stress. The general insurance industry registered a growth of 8.2% in gross premiums to reach RM15.18 billion, as compared to an increase of 7.85% (RM14.03 billion) previously, while net premiums grew 8.3% to reach RM10.52 billion last year. Over recent years , regulators have also encouraged M&As among smaller capitalized insurance companies and now allowing foreign controlling ownership of local insurance companies.

The Malaysian Government aims at progressively liberalising the financial markets following the introduction of the Financial Sector Blueprint (20112020). The aim of the blueprint, among others, is to facilitate greater injection of foreign expertise in the financial sector including the insurance and takaful industry. It also aims to further improve the regulatory and supervisory regime for the Malaysian financial institutions through the introduction of Basel III .

Company: AFR Asia Pacific Limited Name: Dato’ Ahmad Farouk Faizi bin Abdul Karim Email: enquiries@afr-asiapac.com.my Web: www.afr.com.my Address of co-located office: Unit 327, Block 4, Laman Seri Business Park No. 7 Persiaran Sukan, Seksyen 13 40100 Shah Alam Selangor Darul Ehsan Malaysia Tel : +603-5511-0760 Fax : +603-5511-0762

Acquisition International | July 2014 | 37

SECTOR SPOTLIGHT: Diversification of the Aruban economy: a work in progress

Diversification of the Aruban economy: a work in progress In the history of Aruba the business environment has changed multiple times. In the past the economy of Aruba depended on natural resources. In the 19th century gold was found in the northern part of the island. In 1924 an oil refinery opened its doors in the eastern part of the island. After the temporarily closing of the oil refinery in 1985 the Government of Aruba (‘the Government’) invested in tourism. Since 1986 the tourism sector increased significantly.

Even after the reopening of the oil refinery, tourism remained the most important source of income for Aruba. In 2012 the oil refinery suspended its operations again and since then the economy of Aruba depends mostly on tourism.

Policymakers anticipate and aim to diversify the Aruba economy by introducing a ‘third’ pillar for the economy through the promotion of Aruba as a knowledge- and sustainability hub between Europe, the Caribbean and the Americas.

In this article we will discuss Aruba’s potential for a diversified economy and the current developments to reach this objective. At the end we will provide our high level observations on the aforementioned.

Doing business in Aruba First of all, Aruba is great place for doing business.

Aruba has a stable political system and its legal and judiciary system descend from its relation with the Kingdom of the Netherlands. The island is located in the southern part of the Caribbean making it a well connection between the two continents. Aruba has good (air) connections with Europe, the United States, Latin America and other Caribbean Islands. Besides Papiamento and Dutch, English and Spanish are common languages on the island.

Hub function and Sustainability Nowadays Aruba is exploring new markets in the Americas, Europe and the Caribbean to promote itself as a knowledge- and sustainability hub in order to diversify its economy. The first efforts are made. The Government takes the lead by introducing innovative techniques for generating and storage of sustainable energy (e.g. solar panel park on top of airport parking lot). Aruba also organizes annually so-called ‘green conferences’ as a platform to inform professionals worldwide about sustainability in general and how Aruba is dealing with this topic. Through these efforts, Aruba wants to present itself as a showcase for the rest of the world when it concerns sustainability. Other projects, some of which are not yet executed, also aim at converting Aruba into a hub.

The Government introduced a more sustainable policy for both business and tourism and the expectation is that this will have a great spin off effect on the economy of the island in the near future. Tax incentives are put in place to stimulate this as well.

Aruba could be considered in that sense a pioneer in the Caribbean regarding the development of sustainability.

Besides its efforts in sustainability, Aruba also aims at developing as a hub by among others relocating its current cargo port to an area outside of the capital (Barcadera). Cruise passengers would still disembark in the capital (Oranjestad) where the port is currently situated. This move would have a double advantage since first of all the cruise port in the capital, which currently hosts approximately 700,000 cruise tourists on an annual basis, could be developed into shoppingor other leisure establishments and secondly the area

38 | Acquisition International | July 2014

close to the port in Barcadera could also be developed for the establishment of new businesses.

Free Zone When the cargo port is moved in due course, the Free Zone of Aruba (currently mainly situated in the capital) will also move into the same area. The Free Zone regime of Aruba is a very attractive tax regime for companies with activities outside of Aruba. The Free Zone can be used e.g. for the storage, processing, assembly, packaging, display and maintenance or repairs of goods for non-Aruba companies/consumers. Aforementioned activities must take place in the designated area of the Free Zone. The regime can also be used for services such as consultancy, training, certification, advice or research to non-Aruban consumers, international trade or support thereto. The aforementioned services can also be rendered outside of the designated area and thus anywhere on the island as long as the Free Zone authorities approve such location. Financial services are not allowed in the Free Zone.

The profits of Free Zone companies are subject to a lower corporate income tax rate of 2%. No import duties are due if the goods are subsequently exported.

Furthermore, no turnover tax is due on the supply of goods and services abroad. As of July 2013, no withholding tax is due on dividends distributions.

The Free Zone authorities do levy a Free Zone facility charge varying from 0,75% to 0,01% on the turnover of the Free Zone company. Free Zone companies are allowed to distribute a limited amount (max. 25%) of their turnover to the local market as well. However, the profits from local distributions are subject to the normal corporate income tax rate of 28%.

Aircraft registry Aruba is an attractive and popular jurisdiction for the registration of private and commercial aircraft.

The registry in Aruba offers total anonymity, reliability, protection and satisfaction to aircraft owners that register their aircraft in Aruba. Aruba is a category 1 country rated by the US Federal Aviation Administration (FAA) and meets the International Civil Aviation Organization requirements. A specialpurpose vehicle may hold the ownership rights of the aircraft, and the aircraft may then be leased to a foreign airline operator. A local trust company may be

appointed to perform the management of the vehicle.

As of February 2014 it is also possible for foreign legal entities established in qualified countries, to register their aircraft in Aruba.

Registration of an aircraft would in principle not have adverse tax implications in Aruba. If a local corporation (a special purpose vehicle) is established in Aruba for the ownership of the aircraft, it may opt for the fiscal transparency status whereas the corporation would not be subject to corporate income tax provided that it would not have a taxable presence (through a permanent establishment or permanent representative) in Aruba. Commonly the aircraft would not be physically present on Aruba and no operational management would occur on the island. In the absence of a taxable presence, the vehicle would not be subject to corporate income tax, withholding tax, foreign exchange commission, turnover tax, transfer tax and import duties.

Tax regimes reform Not only the hotel sector may benefit from tax favorable regimes, but the current legislation and regulations also offer tax favorable regimes for other sectors within the Aruba economy. Recently two regimes were among others reformed to stimulate the development of diversified economic activities in Aruba. These will be further discussed below. Note that under the normal tax regime, legal entities are subject to 28% corporate income tax and a withholding tax of 10% (5% in case of listed companies) applies on dividend distributions.

IPC Regime The IPC regime has been reformed and simplified for more business use as of July 2013. The regime applies for certain qualifying activities. The qualifying activities are among others the developing, acquiring, holding, maintaining and licensing of intellectual and industrial rights, the holding of shares or other participation certificates, active financing of other enterprises or companies whether or not intra-group, investing of funds (except in real estate and disposal of group companies), operation of the aircraft- and shipping business, sustainable activities and scientific activities.

As of July 1, 2013, qualified IPC companies are subject to a lower corporate income tax rate of 10% and an exemption applies for the dividend withholding tax.

SECTOR SPOTLIGHT: Diversification of the Aruban economy: a work in progress Special zone The introduction in July 2013 of the special zone in a designated district in the Eastern part of the island is among others an initiative by the Government to boost the declining economy and employment rate in that district as a result of the suspension of the oil refinery activities in 2012. Both local- and foreign corporations can establish themselves in the special zone. Foreign companies can establish themselves in the special zone through a permanent establishment. Upon approval, companies can establish in the special zone and benefit from the different tax incentives. To qualify for the special zone, the company must however meet certain investment- and employment requirements.

Once a company is admitted to the special zone, the company is entitled to favorable tax incentives.

Depending on its activities the company may benefit from a lower corporate income tax rate.

Local activities are subject to a rate of 15%, export activities are subject to a rate of 10%, captive insurances activities are subject to a rate of 2% and finally sustainable development-, green energy and agriculture activities (provided that they are sold for more than 75% to the local market) are subject to a rate of 2%. Moreover, the special zone company is exempted from dividend withholding tax. An exemption also applies for the foreign exchange commission and turnover tax, provided that the activities are related to export. Other incentives in regards the property tax and investment allowances also apply.

To diversify new economic activities, Aruba took a big step into a more sustainable policy on the island. Plans are made and concrete steps are taken in developing several sustainable projects. If this policy remains consistent in the forthcoming years, Aruba could most likely become the showcase hub it is aiming for. Furthermore, the move of the cargo port and the Free Zone designated areas to Barcadera would most likely bring new opportunities for the business environment both in and outside of the capital. Recent changes in the aircraft registration legislation and the broadening of the maximum registration slots offers also great potential for further growth of this sector. Considering the current developments and tax favorable regimes in place, we feel that Aruba would have a positive outlook for diversifying its economy in the forthcoming years.

---------------------------------------------------------------------PwC authors: Hans Ruiter Anushka Lew Jen Tai Jordi van den Heiligenberg

Observations Aruba’s economy still depends heavily on tourism. In terms of diversification, we feel that even the tourism sector has great potential. For instance, considering that Aruba will soon construct a new hospital, the island could be developed into a medical- or wellness destination. Moreover, Aruba could intensify its efforts as a conference destination.

The authors are working in the tax department of PwC Dutch Caribbean in Aruba. PwC Dutch Caribbean has been established since 1937 and has been ever since a leader in the market. More than 170 people work together from our offices in Aruba, Bonaire, Curacao and St. Maarten. We’re a network of firms in 157 countries with approximately 184.000 people who are committed to delivering quality in assurance, tax and advisory services. PwC Dutch Caribbean helps organizations and individuals create the value that they are looking for. Tell us what matters to you and find out more by visiting us at www.pwc.com/dutch-caribbean.

Company: PwC Authors: Hans Ruiter hans.ruiter@an.pwc.com Anushka Lew Jen Tai anushka.lewjentai@an.pwc.com Jordi van den Heiligenberg Jordi.v.Heiligenberg@an.pwc.com Web: www.pwc.com/dutch-caribbean Address: LG Smithboulevard 62, Oranjestad, Aruba Tel: +297 522 1647

Fisherman’s boat in a tranquil bay outside of Oranjestad Aruba of the Netherlands

Acquisition International | July 2014 | 39

SECTOR SPOTLIGHT: Utilising Third Party Fund Administrators

Utilising Third Party Fund Administrators Do I Really Need a Fund Administrator??

In short the answer is No. But life is getting complicated and many fund managers are turning to professional fund administrators. What is changing? What are the pitfalls and what should a manager look for in an administrator?

Unlike many other asset classes (long only, hedge etc) the Private Equity and Real Estate industry(PERE) has for many years run its own back offices and carried out its own administration. PERE is the only assets class that in many instances carries out its own administration. However the pace of change, and outsourcing to professional administrators is increasing. This is being driven by a number of factors: • Increased Regulation and Compliance – life is just getting more and more complicated and managers, and their CFOs in particular, are finding that they no longer have either the resources or knowledge in-house to handle all the work that is being thrown at them.

• Investors are increasingly looking for a high level of professionalism – and as investors themselves become more sophisticated, and require data in a range of different ways, so there is a need for professionalising the back office.

• Investors and regulators are also beginning to challenge the way things have been done. Is it correct that the manager calculated his own fees and pays himself? In other asset classes this is carried out by independent third parties.

• Managers themselves are finding the costs of the “back office” are going up. Given the complexities, more staff are required and better systems needed – all at a time when management fees are under pressure from investors.

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There is no doubt that the industry as a whole, let alone the CFO, is under pressure from Regulation and Regulators. Dodd Frank and SEC inspections in the US, AIFMD and its complex impact in Europe and FATCA the world over. And this is just the beginning.

Much of the information and data, processed and held by the administration function is relevant to these regulatory initiatives, but it takes time to understand the regulation, determine which data is required and package and present it in the manner required. For each and every fund manager to learn the regulations and determine how to deal with it is expensive, time consuming and resource hungry.

An administrator is a wholesale processor. It can understand legislation, develop products and services to accommodate the client’s needs and then provide the reporting interface to the regulator, in whatever shape and form is required. The manager is taking advantage of the overall costs being spread across multiple managers and being provided with a solution, by professionals, who are intimately involved in the industry, at a fraction of the costs of doing it themselves. And if anything goes wrong – they can blame the administrator!

Investors are increasingly seeing the value of professional administration and the value of having a set of “independent” eyes watching over the fund. They want their fund managers to be focussed on doing deals and making money for them – not worrying about back office and regulatory issues.

They also want high quality reporting, on time in a multitude of formats. And they don’t want the fund manager distracted from making money for them. As a consequence of this combination of issues, investors are increasingly encouraging their managers to seek out professional third party administrators to take on the administration function – releasing the managers from much of the burden and allowing them to focus on making money.

Private Equity and Real Estate fund management is now in a world of rapid change, and that change will only speed up. We have gone past the “point of no return,” life is only going to get harder and harder for PERE managers, the CFO’s and their staff.

Administrators can provide the solution to the problems, guiding their clients through the FATCA maze, dealing with Form PF reporting to the US regulator and the plethora of regulatory, potentially required under AIFMD. The administration industry is stepping up to the plate and providing their clients with the professional expertise, knowledge and services that their clients want – and the industry is moving to take advantage.

---------------------------------------------------------------David Bailey, is Global Head of Marketing and Communications for the Augentius Group, with over 20 years’ experience in the industry. Augentius is one of the largest independent Private Equity and Real Estate administrators in the world. Responsible for the administration of over 250 funds, across 13 international offices, and servicing circa 6,800+ investors on behalf of more than 125 fund management groups located in 35 countries around the world, Augentius is the only truly global player.

Company: Augentius (UK) Ltd Name: David Bailey - Group Head of Marketing and Communications E-mail: david@augentius.com Website: www.augentius.com Address: Two London Bridge, London, SE1 9RA Tel: +44 20 7397 5453 Fax: +44 20 7397 5451

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SECTOR SPOTLIGHT: Strengthening Actuarial Effectiveness

Strengthening Actuarial Effectiveness While actuaries have remained in demand throughout the recent economic downturn, the need for specialist skills is at an all-time high. With business and regulatory demands mounting, the global demand for skilled actuarial professionals has never been higher and the overall market is growing at a phenomenal pace. Here, we talk to John Harvey from Aon Hewitt about his business and why the role of an actuary is paramount to any business which requires effective decision making support.

About Aon Hewitt Aon is the leading global provider of risk management, insurance brokerage, and human resources solutions.

Our UK pension team in Aon Hewitt is one of the largest and most well-regarded in the UK pensions industry, and recognised as a market leader in pensions risk management solutions. This expertise means we are often brought into transactions to find innovative solutions where unfunded pension liabilities are blocking deals or eroding value.

A curious beast Many international deal-makers find UK pensions a curious beast. Nowhere else in the world are pension schemes so heavily regulated but with so few hardand-fast rules. Powerful trustees - sitting between the buyers and sellers - can become a third party to deals. Unfunded, off balance sheet liabilities rear their ugly head under the spotlight of due diligence with frightening frequency and often balloon in size if markets shift midway through the bidding process.

And the beast is growing in size. Just as business valuations fell during the last economic downturn, pension deficits soared), driven by falling equity

values and liabilities inflated by QE-bolstered bond prices. This is only now beginning to reverse and pension risk remains a very material part of many UK transactions. Its effect is to erode prices, block deals and punish the unwary buyer who does not protect themselves sufficiently.

Taming the beast It is a market truth that big problems drive bold solutions. In recent years, the UK actuarial market has developed a wave of sophisticated structures and solutions to combat pension risk. Aon Hewitt is at the forefront of this fightback, helping clients to find the most innovative solutions to the thorniest pension problems. Crucially, with our deep knowledge in pensions, investment and insurances, we can also deliver this expertise with the commercial acumen and confidence in execution that transactions demand.

Company: Aon Hewitt Name: John Harvey Email: john.harvey@aonhewitt.com Web: www.aonhewitt.com Telephone: +44 (0) 113 291 5074

42 | Acquisition International | July 2014

SECTOR SPOTLIGHT: Oman: Fiscal and tax measures to support economic diversification

Oman: Fiscal and tax measures to support economic diversification The Oman Vision 2020 Strategic Plan comprises consecutive 5-year period plans to formulate and drive economic development. The current 5-year plan focuses on establishing economic stability by expanding the private sector and achieving economic diversification to reduce reliance on the oil and gas as the sole economic stalwart.

The significant growth achieved to-date, as reflected below, is testimony of a stable country with sound economic policies.

The Oman government actively encourages investment and economic activity with favorable fiscal and tax policies. Ongoing initiatives include the development of economic free zones, introduction of a new income tax regime with attractive low tax rates and streamlined tax compliance processes , tax incentives for specified investments and creation of an extensive double tax treaty network.

Economic growth over the last 10 years Economic indicator 2003 GDP (US$ Billions) 21.542 Per Capita Income (US$) 8,529

In parallel, the government is continuing its substantial infrastructure investment programs in new oil & gas assets both onshore and offshore, large scale tourism developments, construction of an extensive road transport network and transshipment hubs to support new ports and airports, a new railway network infrastructure to link with the GCC, and strategic manufacturing industries.

The Special Economic Free Zones allow for 100% foreign ownership with reduced minimum capital requirements, 0% tax on income for 10 years to 30 years, exemption from customs duty and government facilitation of business set up and support. The free zones in Salalah, Duqm and Sohar are tailored to encourage and facilitate investment in specific target industries and sectors.

2014 82.254 25,014

% Change 282% 193%

In 2009, Oman and the United States signed a bilateral free trade agreement (FTA). The FTA eliminated most trade barriers including tariffs, and streamlined the provision of goods and services between the US and Oman. Further FTAs are planned with Singapore and other major trading partners.

For more information and specific tax advice, please contact EY Oman Tax Partner Ahmed Amor: ahmed. amor@om.ey.com

Company: EY Oman Name: Ahmed Amor, Partner Email: ahmed.amor@om.ey.com Web: www.ey.com Address: P.O. Box 1750, Ruwi 112, EY Building, Qurum Telephone: +968 24 559559 Fax:+968 24 566043

Acquisition International | July 2014 | 43

SECTOR SPOTLIGHT: Egypt: Fiscal and tax policies to support a new dawn

Egypt: Fiscal and tax policies to support a new dawn Since the revolution in 2011, Egypt has suffered substantial budget deficits and accumulated overseas debt. However, with the unrelenting commitment and determination of the Egyptian people and the return of a stable and effective government, many experts believe that Egypt has every reason to expect full economic recovery with a high enough rate of growth, to correct past socio-economic imbalances and achieve social justice for all Egyptians.

The above determination and promise for the future is clearly reflected in the new government’s economic and fiscal reform plans to rebuild the Egyptian free market economy, stimulate economic growth and create much needed employment opportunities by encouraging both local and foreign investment.

To achieve these finely balanced and complex objectives, the government is considering fiscal reform measures and changes to the income tax system, which will aim to generate additional tax revenues of EGP10bn (USD1.4bn) whilst providing incentives to stimulate investment and growth.

The new government has announced that its fiscal and tax policies will be aimed at widening the tax base and spread fiscal responsibility without increasing the tax burden on low income groups to whom the state provides support, increasing pressure on the economy that is currently unable to achieve the minimum required growth rates, or targeting particular groups. The intention is to distribute fiscal burden across the largest possible number of people and the highest wage earners with the exception of low-income groups.

Tax changes under consideration include a new ten percent tax on stock market capital gains, cash dividends, and bonus shares. To encourage investment, the tax on cash dividends and bonus shares may be reduced to five percent for investors with more than a 25 percent shareholding in companies listed on the stock exchange.

For more information the investment and tax incentives available in Egypt and specific advice on doing business in Egypt, please contact EY Egypt Tax Partner Ahmed El-Sayed: ahmed.el-sayed@eg.ey.com or Senior Director Hany El Gamal: hany.el-gamal@ eg.ey.com

Company: Ernst & Young Egypt - Allied For Accounting & Auditing Name: Ahmed El-Sayed; Partner Email: ahmed.el-sayed@eg.ey.com Name: Hany El-Gamal; Executive Director Email: hany.el-gamal@eg.ey.com Web: www.ey.com Address: Ring Road, Zone #10A - Rama Tower, P.O.Box 20 Kattameya, Cairo, Egypt Tel: : +202 27260260 Fax: +202 27260100 EY/Comm: 202 1208

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SECTOR SPOTLIGHT: The Underwriting Evolution: Remaining Competitive in Times of Change

The Underwriting Evolution: Remaining Competitive in Times of Change Gareth Eggle of Oliver James Associates explains how changes to traditional underwriting processes could transform how underwriters build a balanced and profitable portfolio.

Gareth Eggle, Principal Consultant – Underwriting, Broking & Claims Practice, Oliver James Associates -------------------------------------------------------------Our firm are specialists in the provision of mid-senior level technical staff throughout the (re)insurance industry. We are widely regarded as market leaders, and in receipt of numerous awards in recognition of our performance (including best financial services and banking recruitment company for 2 of the last 3 years).

The Insurance market is currently in a very buoyant state, and is experiencing significant growth in emerging territories and developing markets. This is evidenced by the level of investment currently going in to the income generation workforce (i.e. underwriters and brokers), across the industry, and the subsequent demand for knowledgeable and experienced back office staff (Actuarial, Compliance, Change & IT, etc.).

There is an ongoing discussion around reliance on

46 | Acquisition International | July 2014

models, and this is unlikely to be something that is resolved any time soon. Differing businesses that operate with minimal modelling, compared against those that are heavily reliant on their actuarial and catastrophe modelling functions, have both proven to be successful and unsuccessful in (fairly) equal measures. In many classes of business a deep technical and commercial understanding of risk can be significantly more valuable to an underwriting decision than the conclusions of mathematical calculations based on historical information.

My belief is that there are classes of business where modelling techniques are fundamental to strategically effective pricing, and others where the technical expertise of the underwriter and their ability to assess tangible risk are what produce good results.

Underwriters need to possess an excellent sense of commerciality to be able to build a balanced portfolio that is both profitable and has the potential for growth. They need to be able to consider the

information provided through claims histories, risk surveys, catastrophe models, and actuarial pricing, in conjunction with an understanding of the existing balance within their portfolio to make a considered decision. The importance of each of these things will differ depending on the particular risk and exposure.

There will continue to be a need for traditional underwriting processes, however the balance to consideration of modelling information has yet to be struck.

Company: Oliver James Associates Name: Gareth Eggle Email: gareth.eggle@ojassociates.com Web: www.ojassociates.com Telephone: 020 7310 8729

SECTOR SPOTLIGHT: St. Lucia: The Road Ahead

St. Lucia: The Road Ahead Grant Thornton is one of the world’s leading organisations of independent assurance, tax, and advisory firms.

The company has offices in nine Caribbean countries, including St. Lucia.

Anthony Atkinson, managing partner at Grant Thornton in Castries, St. Lucia, about the outlook for this Eastern Caribbean island.

The global financial crisis had resulted in a slowing down in St. Lucia’s economy over the past few years, says Anthony Atkinson, managing partner, Grant Thornton. “But recently there has been an upturn and we are now seeing a return of investment in the Island which depends mainly on tourism.

The downturn highlighted the need for foreign investment,” he says, “and so there is demand from both government and the private sectors for new foreign investment.”

The most activity has been in the tourism sector – the mainstay of the island’s economy, says Atkinson.

“This has not changed over the previous years and is likely to continue as the leading area of growth. However there are opportunities in the agricultural sector particularly where it is linked with tourism.”

The key challenges facing the island’s economy include the control of public debt, which is 76% to GDP, says Atkinson. “High debt servicing obligations constrains the administration’s ability to invest in capital projects, respond to adverse external forces such as the volatility in the tourism industry and the rising unemployment rate, which now stands at 25%.”

Economic diversification is the wish of every Eastern Caribbean Island, the bulk of which depend mainly on tourism after the fall of bananas as the dominant income source. “There is still plenty of effort to revive the volume of banana production but also to increase the agricultural base by diversifying into agricultural products such as fruits and vegetable to support the tourism sector,” says Atkinson. “St. Lucia is also diversified into the offshore financial sector, which grew steadily from inception some 14 years ago but has begun to taper off due to outside pressure from various international regulatory bodies.”

St. Lucia is an attractive proposition for foreign investment, thanks to its well-trained and trainable workforce, Atkinson says. “In particular the government is very favourably disposed and encouraging to foreign investment and offers an attractive package of fiscal incentives, including relief from taxes and duties on approved enterprise which will aid in the development of the island. The island possesses two airports serving regional and international air traffic and two major seaports welcoming existing shipping lines from the US and the UK.”

Company: Grant Thornton Name: Anthony Atkinson E-mail: anthony.atkinson@lc.gt.com Web: www.grantthornton.lc Address: Pointe Seraphine, P.O. Box 195, Castries, St. Lucia.

Telephone: (758) 456 2600

Acquisition International | July 2014 | 47

SECTOR SPOTLIGHT: The Growing Importance of Transfer Pricing

The Growing Importance of Transfer Pricing: Risk in Transfer Pricing

By Barry T. Freeman -------------------------------------------------------------Multinational corporations (MNCs) and worldwide tax authorities have an inherent conflict as MNCs seek to optimize their global effective tax rates. The primary, and often most significant, difficulty, is when economic rights to intellectual property (IP) that is owned by an entity in one taxing jurisdiction is transferred, in whole or in part, to a related entity in another taxing jurisdiction; typically a jurisdiction with a lower rate of taxation. The fundamental question is whether the IP (and any future IP developed as part of a cost sharing agreement) was transferred at fair market value (FMV), especially if the FMV was based on internally generated financial forecasts. This difficulty manifests itself because the value of the IP based on actual market results will rarely match the valuation based on financial forecasts, even if these forecasts properly reflect the probabilities and outcomes from competitive

48 | Acquisition International | July 2014

responses in the market for the product which utilizes the IP and an appropriate discount rate has been used in determining the FMV. When the actual results show a value greater than the FMV at the time of the transfer, the tax authorities challenge the FMV and propose adjustments to increase price for the transferred IP. Conversely, they are unlikely to allow a deduction if the actual results show a lesser value than the FMV paid when the IP was transferred. How does the MNC demonstrate that the ex ante FMV, established based on the perceived risk associated with the IP, is consistent with the arm’s length standard when the focus of the taxing authorities is on ex post results? The answer lies with how well the MNC can document, contemporaneous with the IP transfer, the existence of risk, especially the risk of failure, in the marketplace and that these risks have been reflected in the financial forecasts that underpin the FMV calculation.

Barry Freeman, a principal with Crowe Horwath LLP, is the U.S. and global transfer pricing leader for Crowe Horwath International. He is based in New York and can be reached at 212.572.5597 or barry.freeman@crowehorwath.com

Company: Crowe Horwath LLP Name: Barry Freeman, PhD | Principal Email: barry.freeman@crowehorwath.com Web: www.crowehorwath.com Telephone: +1 212.572.5597 Fax: +1 212.572.5572

SECTOR SPOTLIGHT: The Growing Importance of Transfer Pricing Eurofast’s Transfer Pricing (TP) team is capable of efficiently addressing all client needs, adding value to local operations thanks to our international experience in TP regulations.

We support our clients operating in multiple jurisdictions with our network of offices in Southeast Europe and Eastern Mediterranean as well as our associates worldwide.

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

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

Eurofast is a boutique international professional services organisation employing over 220 people in South-East Europe and the eastern Mediterranean. Our team is managed by professionals capable of addressing all client needs in all the countries of operation in the region in one single meeting, using one single

language for all the countries involved. The fact that all local Eurofast companies are fullyfledged subsidiaries of Eurofast enables us to implement and maintain a uniform region-wide management policy with the same clientfocused approach and partner-led personal service.

All of our offices are interconnected via state of the art technology and computer systems.

Telephony and video conferencing facilities are in addition centralised; server and intranet system ensure that otherwise remote locations adhere to even the smallest detail in our client service and philosophy, thus making us local experts with global knowledge.

Our competitive advantage stems from our ability to serve our clients promptly, efficiently and effectively. We act on behalf of our clients and associates. We understand our clients business structure and able to analyse transactions in order to select the method that suits each transaction. We offer the right expert advice to mitigate tax risks, penalties and adverse tax consequences.

Every Eurofast ofice consists of teams ranging from 15-60 professionals from across all the financial services fields including tax advisors, accountants and consultants. Our teams are led by experienced local professionals, who

are guided by the group’s management team to ensure that our standards and philosophy are implemented and maintained throughout every office.

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

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

Acquisition International | July 2014 | 49

SECTOR SPOTLIGHT: Ones to Watch in 2014

Ones to Watch in 2014 Acquisition International gives you the lowdown on the law firms and legal experts set to make waves in their industry in to the second half of 2014 and beyond.

Thomas Gaultier, from law firm AAA Advogados, Lisbon, Portugal, gives us an overview of his sector and explains how his firm is distinguishing itself from the competition.

----------------------------------------------------------------Portugal is currently at an economic turning point, only recently starting to recover from the economic crisis that hit the county in 2007. This has triggered a progressive renewed comfort in the Portuguese business environment, which is gradually translating into more favourable terms for businesses with proven models. As such, we are observing increased activity, including in the real estate and construction industry, as well as projects to invest not only locally but also overseas to broaden the markets of Portuguese companies.

Now that the domestic market is more reassuring for investors, we are also witnessing growth in foreign investment in Portugal, both as further investments by already established companies and new investments.

Compared to the previous year, various sectors have been developing, namely in retail and distribution, and was have seen a large reinforcement of investment in the automotive industry. The real estate market is also on the rise and offering interesting opportunities for foreign investors, particularly with the introduction of the Portuguese Golden Visa.

What makes our firm stand out compared to our competitors is that we make a point of learning and fully understanding our clients’ businesses and the markets in which they operate. Some clients see us not only as external counsels, but as partners, members of their companies. We focus on creating a close and long lasting working relation with our clients, always putting their business needs and legal interests at the forefront of our priorities.

Having a heightened understanding of the intricacies of the clients’ activity is the key to understanding their short, medium and long term interests. Knowing the ins and outs of their market will also put us in a much better position to advise them, not only taking into consideration their immediate needs, but also their strategies for the development of their activities. Knowing our clients makes our advice tailored to their ultimate goals.

Company: AAA Advogados Name: Thomas Gaultier Email: tg@aaa.pt Web: www.aaa.pt Address: Rua Alexandre Herculano, 50 – 8º, 1250-011, Lisbon, Portugal Tel: +351 213 309 300

Stuart Monk / Shutterstock.com

Portugal is slowly emerging from a difficult economic crisis, and as such, the major challenges the country faces today relate closely to the lingering discomfort and apprehension in the recovery process. Financial institutions are still at times hesitant in supporting new projects or renewing past projects that had been put on hold, although we are noticing a growing number of initiatives in Portugal backed by domestic and foreign lenders. Increasing the economic stimulation will surely be the key to Portugal’s full recovery. To sustain this stimulation, favourable incentive programs are being put in place to attract investors and to promote national and international projects and businesses established in Portugal.

Recently, our firm has seen an increase in new projects launched by clients. Indeed, as the economic environment is now more stable and investor-friendly, clients are taking advantage of expansion opportunities and are moving forward with their strategies that had been paused during the crisis.

Acquisition International | July 2014 | 51

SECTOR SPOTLIGHT: Ones to Watch in 2014 James Marshall, global co-head of the restructuring and special situations group at the Sydney office of international law firm Ashurst LLP, tells us how the firm is excelling in Australia’s ever-changing financial landscape.

------------------------------------------------------------------Australia has recorded over twenty years of consecutive GDP growth. Despite the strong performance of Australia’s economy over the last two decades, many parts of our economy were touched by the events of the global financial crisis (GFC) which resulted in a number of distress scenarios in this market including the failures of major financial houses such as Babcock and Brown, MF Global and Allco – matters on which Ashurst played lead roles.

Today Australia’s economy appears to be in transition. For the best part of the last decade, economic growth in this country was largely being fuelled by a mining boom characterised by vast investment into Australia’s mining sector and the development of many multi-billion dollar projects.

As these projects move from development to production, other parts of the economy will need to drive economic growth. It remains to be seen whether this will materialise.

The sector where we have seen the most significant activity change is the mining sector. As Australia’s massive, multi-billion dollar projects move from development phase to production phase, many mining services companies are feeling the pinch of reduced spending which has been exacerbated by a focus amongst many miners away from production expansion and towards cost control.

Please confirm your name, your position and which company you work for.

Daniel Ryan, Director and Co-head of the London Office, Berkeley Research Group Please provide a brief background of your firm, the work you do and your clients.

Berkeley Research Group, is a leading global expert services and consulting firm that provides independent expert testimony, litigation and regulatory support, authoritative studies, strategic advice, and document and data analytics to major law firms, blue-chip corporations, government agencies, and regulatory bodies around the world. From testifying in highstakes litigation to consulting on large-scale projects, BRG experts and consultants combine intellectual rigor with practical, real-world experience and an in-depth understanding of industries and markets.

BRG’s expertise spans economics and finance, data analytics and statistics, and public policy in many of the major sectors of our economy, including financial services, healthcare, energy, media and telecoms, and construction / real estate.

How would you describe the current business environment in your region?

The market for both are advisory and litigation consulting practices have shown significant improvement in the last 12 months, with an expectation that the market will remain strong for the foreseeable future.

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

52 | Acquisition International | July 2014

Key challenges for Australia include the high Australian dollar, deriving economic growth from sectors other than mining and financial institutions dealing with more stringent Basel III capital adequacy ratios.

In the aftermath of the global financial crisis, the country’s largest financial institutions face increasingly stringent capital adequacy requirements.

As a means of dealing with these requirements, we anticipate an uptick in debt trading from historic levels as banks move distress off their books and open up funds to new investments.

Ashurst fields the largest and most distinguished dedicated restructuring and insolvency practice in the Australian market. No other firm offers the national coverage that we do, nor do they boast accolades of the volume that we do.

Our award-winning team covers the field in terms of insolvency, turnaround, restructuring and distressed investment legal services. We regularly act for the full range of stakeholders – from senior lenders, debtors and bondholders, to insolvency practitioners, private equity houses and distressed asset/debt control buyers. This uniquely balanced approach gives our team true understanding of all the key players’ different positions and is critical if you are to achieve the best results.

Our team brings together internationally acclaimed lawyers who provide innovative, commercial and cost-effective solutions. Whether applying creative techniques to invest in a distressed company, working to turnaround a company in difficulty, or

Where do the greatest opportunities for investors lie?

Financial services has remained one of the strongest areas of activity, however we are seeing increasing amounts of work in the telecoms and energy sectors in particular in the Middle East and Africa.

Tell us about any recent trends or development in the field of disputes. How have these affected your business and have they presented challenges or opportunities?

International arbitration continues to be an area of focus over the last number of years and this looks set to continue. However we are seeing a return in the level of UK commercial court litigation, which has been less active over the last number of years, outside of Russian related litigation.

One of the emerging themes is the development of litigation funding in the dispute market. This is allowing some litigants to pursue cases that would not have been affordable historically, particularly big ticket litigation where one of the parties is smaller.

managing a major corporate collapse, the team has the requisite skill and depth to assist in resolving these matters. Having been involved in many of the region’s major turnarounds and corporate collapses of the past decade, we’re no strangers to complexity.

In fact, it’s what we do best.

Successful restructuring and insolvency results are achieved not only through leveraging legal expertise but through commercial know-how and relationships with key players. Ashurst stands apart from our peers through relationships with key players in the market which enables us to create innovative solutions backed up by a track-record of success on major distress scenarios.

From the very beginning, our firm has been built on a culture of excellence. We believe it’s our commitment to maintaining exceptional standards of service delivery – underpinned by our desire to achieve excellence.

Company: Ashurst Australia Name: James Marshall Email: james.marshall@ashurst.com Web: www.ashurst.com Tel: +61 02 9258 6508 Address: Level 36, Grosvenor Place, 225 George Street, Sydney

our experts were practitioners in industry and have first-hand experience of the issues experienced by our clients.

The experts in the firm are much more involved in the day to day delivery of projects than might be experienced in some competitor firms where the focus is on a more leveraged model.

When working with clients, what are the main factors and areas to consider to bring about a successful result?

The central involvement of the experts on a day-today basis with the client (and lawyers in litigation) is key to consistent successful project delivery. Projects can go well when the expert is only involved late in the process, but they can also go very badly. Early and consistent involvement of the key individuals ensures that projects start of the right track and stay on track.

Group litigation is also developing, but is still very much in its infancy.

How does your business stand out in the field of disputes? What areas do you specialise in and what do you do differently from your competitors and peers?

BRG is an expert centric firm and we place emphasis on individuals who have genuine expertise in the areas in which we operate. This means that many of

Company: Berkeley Research Group Name: Daniel Ryan Email: Daniel.Ryan@brg-expert.com Web: www.brg-expert.com Address: 15th Floor, 6 New Street Square, London, EC4A 3BF Telephone: +44.20.3725.8358

SECTOR SPOTLIGHT: Ones to Watch in 2014 John Eric Pöllabauer, lawyer and associate counsel at Bingham Law in Moncton, New Brunswick, outlines the opportunities and challenges facing Atlantic Canada, and tells us how his firm is helping its clients succeed in this exciting region.

-------------------------------------------------------------The general economy in Atlantic Canada is soft.

However, with the Halifax Shipyards multi-billion dollar contract to build ships for the Canadian Navy along with a number of large resource based projects just around the corner, the prospects are good for above-average growth in the economy.

The natural resources sectors have seen the most improvement this past year with commodity prices showing strong gains. Much of Atlantic Canada’s economy is tied into natural resources, mining, resource extraction, forestry and fishing, just to name a few. There are excellent opportunities for partnership and/or investment opportunities with young startup companies, employing highly trained and skilled workers using the latest of the latest technologies in resource extraction and processing along with high-tech manufacturing.

The key challenge for our economy is to search out and find markets to take advantage of the wealth of resources which are available in Atlantic Canada. Most traditional businesses in Atlantic Canada have relied for far too long Davina Garrod, EU/UK competition and antitrust partner at Bingham McCutchen, advises companies and financial institutions on all aspects of EU/UK competition and regulatory law.

--------------------------------------------------------------How would you describe the current business environment in your region?

As European economies continue to recover, I am advising companies and financial institutions on more transactions, alliances and disputes.

The business environment is good, with interesting projects keeping us busy. In particular, I am advising on various acquisitions and joint ventures for Asian and US clients with substantial activities in Europe.

Which sectors have seen the most activity and has this changed compared to the previous year? Where do the greatest opportunities for investors lie?

M&A activity is finally back in Europe, with western European acquirers announcing US$149bn in deals Q1 2013. US tax inversions have been one key M&A driver, and I have been advising clients on such deals, together with my US tax and public affairs colleagues (as US politicians decide whether to close or narrow the inversion loophole).

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

on transacting business with the north eastern market of the United States of America, namely Boston and New York, and must now seek out and explore new markets to be successful on the world stage.

I am a corporate commercial lawyer with nearly 33 years’ experience, and provide my legal services with respect to the financial services sector to both lenders and borrowers.

What has come to make matters difficult for thriving companies is obtaining the required capital they require in order to modernise their plant and equipment along with the necessary funding to market and reach new markets if they want to compete on the world stage. The conventional banks are rather conservative in their lending practices, and this is essentially holding back quite a number of local companies from expanding on the world stage. We are seeing more and more international companies visiting Atlantic Canada and buying up the local businesses as they find great opportunity and value in existing businesses which just need more capital and international experience to go to the next level.

Bingham Law stands out in that our law firm is recognised in the business community as having a long standing reputation in the province of New Brunswick for providing first rate legal services to clients at a level which meets their expectations and at costs they find fair and The UK’s relationship with, and position within, the EU is a key challenge for the UK. Many Asian and US clients, in particular, have chosen London as their European base and gateway into the EU. The UK press fails to extol the economic benefits of EU membership, and it is imperative that we preserve these advantages, whilst letting the Eurozone countries continue their “ever-closer” fiscal and financial union. I have been working with the Law Society and UK government to ensure the best possible conditions for UK business and financial services in the run up to any referendum, and beyond.

Please tell us about any recent trends or development in your field. How have these affected your business and have they presented challenges or opportunities?

Economic patriotism is a growing trend which must be factored into advice to acquisitive clients, as well as those who may be acquisition targets. Whilst politics should stay out of the competition analysis in M&A, we are seeing governments stepping in – often at the risk of breaching EU law. We have seen this most recently in France, with the decree protecting certain industries and with the French government’s intervention in relation to GE’s acquisition of Alstom. The UK government likewise did what it needed to do in order to protect R&D and British jobs at Astra Zeneca. The Italian government is also considering how to

reasonable. My specialisation is in the property law area dealing mostly with institutional and commercial real estate: its acquisition, development and financing. What do I do differently? I ask my clients each year how I can better serve them, and provide a written promise to carry out the same.

Before starting to work on a client’s file, I send a written letter of engagement to ensure that there is a meeting of the minds on what I am being hired engaged to do for the client, and establishing a mutually and acceptable method for invoicing and payment with respect to professional services rendered.

Company: Bingham Law Name: John Eric Pöllabauer Email: info@bingham.ca Web: www.bingham.ca Address: Heritage Court, 95 Foundry Street, Suite 300, Moncton, New Brunswick, Canada E1C 5H7 Tel: +1 506 857 8856

prevent a break-up of TIM Brasil. Having advised on numerous deals where a government has a “position”, as well as in “Golden Share” cases, it is imperative that companies in politically sensitive sectors get comprehensive legal advice from lawyers who understand the political backdrop.

Another key trend is consolidation in the European telecommunications industry, driven partly by the operators’ need to generate maximum efficiencies in order to be able to invest in next generation services. I have advised firms in the context of several 4-3 mobile transactions (most recently Telefonica’s acquisition of E-Plus), as well as Liberty’s proposed acquisition of Ziggo.

Company: Bingham McCutchen LLP Name: Davina Garrod Email: davina.garrod@bingham.com Web: www.bingham.com Tel: +44 20 7661 5300 Address: 41 Lothbury, London EC2R 7HF

Acquisition International | July 2014 | 53

SECTOR SPOTLIGHT: Ones to Watch in 2014

Our leading franchise lawyers Dr Mark Abell, London

Victoria Hobbs, London

Graeme Payne, London

Melissa Murray, Abu Dhabi

Tel: +44 (0)20 7905 6234 mark.abell@twobirds.com Tel: +44 (0)20 7982 6474 graeme.payne@twobirds.com

Tel: +44 (0)20 7982 6412 victoria.hobbs@twobirds.com Tel: +971 2 6108 104 melissa.murray@twobirds.com

Bird & Bird’s Global Franchising, Licensing and Multi-Channel Strategies Group comprises some of the world’s leading experts in the field.

As a truly international law firm we provide our clients with commercial and legal advice wherever they need us. We work with our clients to determine the most effective expansion strategies both within their domestic markets and internationally.

We are the only international franchising team with franchising experts in all of our continental European, Middle Eastern and Asian offices.

We are differentiated from our competition by our involvement in international cutting edge, multimillion pound, market changing transactions. These all show our “go to”, market leading status.

Whilst we act for some of the world’s best known brands, we are also committed to helping small and medium sized businesses achieve their growth objectives.

As thought leaders in our field we have gained a reputation for developing and advising clients on increasingly sophisticated hybrid structures and strategies to support clients’ domestic and global expansion, together with resolution and management of their network issues.

We have developed a deep industry understanding of key sectors in which franchising has traditionally been used such as food and beverage, retail, hospitality and leisure. However, we have also advised on ground breaking franchise arrangements in the knowledge economy markets in sectors such as healthcare, education and green energy.

twobirds.com

As leading franchise and commercial agreements experts, we share our experience to help our clients avoid and minimise the risk of disputes. We advise on all stages of the dispute resolution process including arbitration and domestic and international litigation.

We believe that few if any international firms have a dedicated franchise dispute resolution and avoidance team with the ability to manage multi-jurisdictional / cross border litigation and arbitration.

Clients also benefit from our ability to support them with complementary legal services including: • Domestic and Global Brand Management and Protection • Real Estate • Data Protection & Privacy • Corporate Investment and Exit strategies • International Employment & HR Services • Anti-trust / Competition advice • Tax, Transfer Pricing & Shareholder tax planning • Promotions, Advertising & Marketing

Company: Bird & Bird LLP Name: Graeme Payne Email: graeme.payne@twobirds.com Web: www.twobirds.com Address: 15 Fetter Lane, London EC4A 1JP, UK Telephone: +44 (0)20 7415 6000 Fax: +44 (0)20 7415 6111

54 | Acquisition International | July 2014

SECTOR SPOTLIGHT: Ones to Watch in 2014

Fried Frank is an international full service law firm. The firm’s Asia construction practice, based in Hong Kong, encompasses a broad range of contentious and noncontentious experience, representing the full range of industry participants, and is involved in some of the largest and most high profile projects in Hong Kong and the region.

---------------------------------------------------------------------The business environment in Hong Kong and the region remains highly competitive. With participants in the construction industry in the region generally becoming more sophisticated and mature, clients’ expectations are high and competition on fees is keen. However, activity level in the construction industry in Hong Kong has reached an all-time high, and it is anticipated that the demand for legal services particularly on the dispute side will continue to rise. Law firms with the construction niche capability should continue to see an increase in workload, at least in the short to medium term.

Fried Frank’s Asia construction practice, based in Hong Kong, encompasses a broad range of contentious experience, including the representation of various departments of the Hong Kong government, statutory bodies, employers, contractors, sub-contractors and professional consultants in building and construction disputes of all sizes in litigation and arbitration in

Gough Law is a specialist offshore litigation firm of Isle of Man advocates offering advice and assistance in the conduct of contentious legal disputes, principally in the offshore arena. The firm’s specific practice areas encompass financial services and trust litigation, insolvency advice and foreign proceedings, both flowing into the Isle of Man from other jurisdictions and flowing out, often in the field of asset tracing.

We act for liquidators, financial institutions, high net worth individuals and often form part of an international team dealing with cross-border disputes.

One area of continuous work is the tracing internationally of laundered money and the seizure and repatriation of money which has been separated from its legitimate owner or those who have an entitlement to it. Many high profile London divorce cases have uncovered secret hoards of money in the offshore world. The Isle of Man is no exception and whereas the placing of the money in vehicles in the Isle of Man, and indeed elsewhere, is not of itself

Hong Kong, Macau and mainland China. Their noncontentious experience in drafting and reviewing contracts, tenders, bonds and other construction related instruments and documents has included some of the largest and most high profile projects in Hong Kong and the region.

The practice is led by Alfred Wu who is both a lawyer and an engineer, and brings to clients a unique offer of expertise from both disciplines. Another senior member of the team, Philip Nunn, is consistently ranked in Band 1 as a leading individual in the construction field in Chambers & Partners, IFLR1000 and Legal500. Senior members of the team also have extensive experience as arbitrators in a broad range of construction and commercial disputes, both locally and internationally.

Attorneys in the firm build on Fried Frank’s long and well-respected track record in this area and approach their work counselling and advising industry participants from a practical business, as well as legal perspective. They make the achievement of their client’s business objective their priority and make themselves and the resources of the firm available at all times to accomplish this objective. They seek to assist each client in meeting its economic goals while providing the tools necessary for making well-

improper on a divorce taking place, the parties have an obligation of full and frank disclosure. Partnership disputes too have resulted in tracing actions in the offshore world.

The small money-launderer has been dealt a severe blow by the insistence of the regulatory authorities on full due diligence and KYC procedures. The larger culprits will still use sophisticated structures to disguise the provenance of the money located offshore. Even though there is more paperwork to do the money-launderer is far from dead and as vast amounts of money move around the world each day at ever increasing speed the technical armoury available to the launderer has increased also.

Having been engaged in tracing money and assets in the offshore world for over 20 years I have seen many changes. I have lectured in various jurisdictions on the impact of money laundering and the armoury of weapons available to the asset tracer in his attempt to recover and repatriate the ill-gotten gains of the launderer.

informed decisions related to risk tolerance and the marketplace.

Fried Frank’s approach is relationship-driven and they take pride in providing the highest level of attention and service to clients. They offer clients a dedicated team of lawyers that are committed to developing a long-term relationship with them. Their commitment to serving clients through small, focused teams, where team members build a strong relationship with clients that includes a thorough understanding of their business goals, truly differentiates them from many other firms.

Company: Fried Frank Harris Shriver & Jacobson Name: Alfred Wu Email: alfred.wu@friedfrank.com Web: www.friedfrank.com Tel: +852 3760 3697 Address: 1601 Chater House, 8 Connaught Road Central, Hong Kong

Firms practising in this field need to be as imaginative as they are legally astute. The money launderer uses many ingenious inventions and the latest technological advances in order to secure an advantage. We have to be alert to this. Second to that is the need for speed and an international connection with lawyers in other jurisdictions has proved to be invaluable.

Company: Gough Law Name: Alan Gough Email: alan.gough@goughlaw.im Web: www.goughlaw.im Address: 4th Floor, Anglo International House, Bank Hill, Douglas, Isle of Man, IM1 4LN Telephone: +44 01624 629100

Acquisition International | July 2014 | 55

SECTOR SPOTLIGHT: Ones to Watch in 2014 Howard Liebman, a partner resident in the Brussels office of Jones Day, is an American-trained attorney who has been practicing in Belgium and Europe for the past 35 years. Jones Day is one of the leading U.S. law firms in Europe, with over 400 lawyers in six offices throughout Europe. It is particularly well known for its M&A capacity and regularly ranks among the top law firms of any nationality in terms of the number of deals it does each year in Europe.

Although Howard has been around for quite some time, we feel he is “One to Watch” in 2014 because he has been “hitting his stride” over the past five years. In addition to handling complicated cross-border tax structuring, he also leads many pan-European M&A deals himself. He negotiated

Jurga McCluskey is a partner at PricewaterhouseCoopers Legal LLP, a leading global firm with an immigration network comprising 128 offices worldwide.

----------------------------------------------------------------Jurga McCluskey has over twelve years’ experience in immigration law, and speaks several languages fluently. She has significant expertise in working with international blue-chip corporate clients, where she leads global teams providing both strategic corporate and personal immigration advice to multinational companies. She has experience at all levels of the UK immigration system and offers her clients guidance on how to combine immigration compliance with their business needs in the most efficient way. She advises corporate multinationals in a number of industry sectors, including engineering, oil and gas, financial services and others. Jurga deals with all aspects of UK inbound matters both corporate and personal, and is particularly skilled in dealing with immigration corporate governance and compliance audits.

56 | Acquisition International | July 2014

both the purchase and subsequent resale of Owens Corning’s European fiberglass business (in Belgium, Norway, Luxembourg, and eventually Tunisia)

by Platinum Equity and then its resale to Binani Industries of India. He also negotiated the purchase of the Geesink Norba Group from the NYSE-traded Oshkosh Corporation and its subsequent resale several years later to the German private equity mutares Group. Geesink Norba is a major garbage truck manufacturer with operations in the U.K., Sweden, The Netherlands, and Romania. Most recently, he negotiated and structured the sale to DimensionData (part of the NTT Group) of 16 affiliates of NextiraOne Europe in 13 different countries. He is currently advising on matters as diverse as IP holding structures for Chinese and Saudi groups to corporate inversions for a publiclytraded U.S. group, and from the establishment of Luxembourg investment funds to the structuring of a new film studio in the U.S.

As the above indicates, Howard’s strength, and the strength of the Jones Day Brussels office, is a unique ability to pull together an international team to handle both the corporate and the tax side of any pan-European merger, acquisition, joint venture, or “greenfield” structure. Clearly, he is “on a roll” and “One to Watch”.

In recent years Jurga has been involved in coordinating emergency evacuation projects from Egypt, Libya and Algeria on behalf of corporate clients. She regularly advises corporate clients on evacuation and business continuity issues from an immigration perspective.

profile organisations on all aspects of immigration.

Jurga is admitted as a solicitor of the Supreme Court of England and Wales.

In addition to leading a number of large corporate client accounts, Jurga also advises high net worth individuals on UK immigration and economic citizenship programmes across the world. On these cases she works closely with PwC’s private client and tax teams. Together they provide a full suite of services to high net worth international investors and entrepreneurs looking to protect their personal and business wealth and pursue opportunities in the UK and elsewhere. Jurga often advises on complex appeals and review cases. Jurga regularly presents at international conferences and to a variety of audiences. She provides comments in the media on UK immigration and private client topics.

She has assisted with training for various high

Company: Jones Day Name: Howard Liebman Email: hliebman@JonesDay.com Web: www.jonesday.com Address: Rue de la Régence, Regentschapsstraat 4 1000 Brussels, Belgium Tel: +32.2.645.14.11 Fax: +32.2.645.14.45

She was educated at Sussex University in Brighton where she obtained an LLB and an LLM (with distinction). Jurga speaks fluent Russian, English and Lithuanian.

Company: PricewaterhouseCoopers LLP Name: Jurga McCluskey Email: jurga.mccluskey@pwclegal.co.uk Web: www.pwclegal.co.uk Address: PricewaterhouseCoopers Legal LLP, 1 Embankment Place, London, WC2N 6DX Tel: +44 20 7804 4777

SECTOR SPOTLIGHT: Ones to Watch in 2014 Marco Padovan, who founded law firm Studio Legale Padovan, tells AI how his firm is excelling in the often difficult Italian law scene.

------------------------------------------------------------------Please provide a brief background of your firm, the work you do and your clients.

Studio Legale Padovan has its main office in the centre of Milan in the Brera Arts District. We focus our activity on construction law and major infrastructure projects, project finance, corporate and commercial law, export control and economic sanctions, banking and finance law and, last but not least, litigation and arbitration. The firm is a FIDIC (Fédération Internationale des Ingénieurs Conseils) Affiliate Member and a full member of DRBF (Dispute Resolution Board Foundation). We are member of Legal Netlink Alliance, a worldwide network of independent law firms, since 2009. On the 29th of June I have been elected in the Board of LNA as Global Coordinator for the Construction Law Practice Group of the organization.

How would you describe the current business environment in your region and which sectors have seen the most activity? Has this changed compared to the previous year and where do the greatest opportunities for investors lie?

With the economic downturn, which started back in 2009, still heavily affecting our clients, the construction sector is of crucial importance for Italian economy, both in terms of investments and number of employees. We still see considerable scope to improve the size and the quality of public transport infrastructures all over the country. Being

AI spoke to Andreas Baumann, managing partner and tax lawyer at TJP Advisory & Management Services GmbH, a highly successful Austrian advisory firm providing business and tax advisory services.

--------------------------------------------------------------------How would you describe the current business environment in your region?

The business environment in Austria is slowly heading back to the level at which it was before the financial crisis. M&A activity has significantly decreased compared to before the financial crisis and currently seems to have settled at this rather low level. However, we see an increasing pipeline in that area and are also facing more distressed angles than before in the current transactions. Generally, we feel that both groups of companies and private equity funds are pooling equity and that it may get back on track soon. Still, Austria is commonly used as a hub to CEE/SEE based on the stable legal, financial and tax environment.

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

The Austrian economy is actually doing rather well compared to other local economies. So the greatest challenge will be the world economy and the world’s financial markets. Further working on existing crossborder relationships will also be key to future success.

Tell us about any recent trends or developments in your field. How have these affected your business and have they presented any challenges or opportunities?

We see that, while the market is in general still dominated by the big four, many clients who are seeking a more personal advisor-client relationship prefer smaller firms with great expertise. Boutique firms

Milanese, I must also recall the huge opportunities next year’s World Trade Exhibition, Expo 2015 is creating for our city.

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

Italy needs to emerge from the long economic recession and deal with those structural problems that have impeded growth for over two decades.

We very much need urgent pervasive reforms and internationalisation of the Italian construction industry is now the name of the game to ensure Italian general contractors’ survival.

How does your business stand out in your field?

What areas do you specialise in and what do you do differently from your competitors and peers?

Construction law is one of our key areas of practice.

The firm acquired an unrivalled experience advising Italian general contractors in Italy and abroad and has acquired a substantial experience in projects financed by multilateral or bilateral finance providers. All professionals at the firm have in-depth knowledge of contracts drafted in accordance with the FIDIC as well as Joint Contract Tribunal standards.

We have extensive expertise in handling international construction claims, disputes and arbitration proceedings and in applying the appropriate strategic approaches in negotiation and mediation stages.

When working with clients, what are the main factors and areas to consider to bring about a successful result?

like ours are thus presented with great opportunities, but must still work very hard to succeed. One of our assets over the big international franchise firms is the strong interconnection between our investment banking, financial and tax practice groups and the fact that every TJP partner works on the respective project rather than staffing projects only with juniors. This is also the feedback we receive from our clients. Further, an extensive national and international network is an essential benefit of our work when it comes to talking to the right person of the counterparty. This is particularly true for international groups of companies or foreign companies and private clients which/who want to enter the Austrian market and establish relevant relationships.

How does your business stand out in your field?

What areas do you specialise in and what do you do differently from your competitors and peers?

Our USP is that we not only consult our clients but also implement our advice in the client’s firm. We offer a one-stop shop including not only tax advice but also restructuring, M&A, corporate finance and business planning. We also have close connections to law firms and an international network of tax advisors, which we involve in our mandates, if necessary.

For our success we try to acquire high-end mandates which enable us to bring all our skills into play. Also, we try to network within the market but also with representatives of the tax administration and the scientific community. To position ourselves as highend consultants with an academic background, we regularly publish articles in academic journals and engage in book projects. However, we also publish in daily newspapers to make the general public aware of recent developments in tax law.

Trust, hands-on experience, up-to-date construction industry knowledge, and a commitment to legal service excellence. Needless to say, we are proud of the fact that we enjoy long-standing relations with our clients.

What should clients be looking for when searching for a firm in your sector with which to work?

Responsiveness, efficiency and cost effectiveness. In such context, we constantly do our best to provide our clients not only with specialized legal assistance for complex transactions, but also with day-by-day assistance and support to the management, while ensuring high quality service on a very cost effective basis, also counting on our extensive international network.

Company: Studio Legale Padovan Name: Marco Padovan Email: mpadovan@studiopadovan.com Web: www.studiopadovan.com Address: Foro Buonaparte 54, 20121, Milano, Italy Telephone: +39 02 4814994

When working with clients, what are the main factors and areas to consider in achieving a successful result?

Each case is different. So it is very hard to produce guidelines and standard advice that will apply in every case. Moreover, the aim which the client wants to achieve has to be taken into account. We see an increasing complexity in tax law, which makes staying up to date and keeping the clients informed a major necessity. However, what is the key to our success is that we feel ourselves not only as advisors but also as entrepreneurs and that is what our clients expect to receive.

What should clients be looking for when searching for a firm in your sector and region?

The most important factor is in-depth knowledge of the Austrian legal system and expertise in legal and economic issues. Experience in similar business cases and a broad business network with contacts to the authorities, economy players and academia is also vital.

Company: TJP Advisory & Management Services GmbH Name: Dr Andreas Baumann Email: andreas.baumann@tjp.at Web: www.tjp.at Address: Austria, 1010 Vienna, Am Hof 13/2/DG Tel: +43 1 890 30 32

Acquisition International | July 2014 | 57

SECTOR SPOTLIGHT: Ones to Watch in 2014

Peter Burrell heads Willkie Farr & Gallagher LLP’s Compliance and Enforcement and White Collar Defence Practices in London. Mr. Burrell is recognised as one of the UK’s leading specialists in corporate crime and compliance matters, and regularly advises on compliance issues relating to money laundering, bribery and corruption, sanctions, and fraud. He has significant expertise in conducting complex internal corporate investigations and defending companies and individuals in investigations and enforcement actions by the UK Serious Fraud Office, Financial Conduct Authority, Office of Fair Trading, HM Revenue and Customs, and other law enforcement and regulatory agencies. Mr. Burrell has acted for individuals, financial institutions, and companies in some of the most high-profile cases in the UK, including acting for Mabey and Johnson in the first formal corporate plea bargain under the UK Attorney General’s plea bargaining guidelines and acting for Virgin Atlantic, Severn Trent Plc, Weir Group Plc, Willis Limited, and Royal Bank of Scotland.

In the London office, Mr. Burrell is supported by Paul Feldberg, a former SFO prosecutor, and Rita Mitchell, a US-qualified attorney with extensive experience

in conducting complex, worldwide internal investigations and defending and advising on FCPA compliance and enforcement matters.

Willkie distinguishes itself by offering market-leading expertise in compliance and enforcement and white collar criminal matters, internal investigations, regulatory inquiries, and litigation on both sides of the Atlantic. With a wealth of experience and experts in the UK and US, Willkie offers multinational companies a cohesive, unified approach to complex regulatory matters. This approach is valuable to our multinational clients who are often subject to multiple regulatory regimes, and seek practical, consistent advice, including with regard to conducting multi-jurisdictional investigations and bringing their compliance programmes within global best practices.

Willkie’s team includes 10 partners and more than three dozen associates in the US and Europe, including five former U.S. Department of Justice prosecutors, two ex-attorneys of the US Securities and Exchange Commission, and a former high-level prosecutor from the UK’s Serious Fraud Office.

The Willkie team has been described as an “FCPA

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Powerhouse” by Law360. Chambers and Legal 500 cite Mr. Burrell as a leading practitioner in his areas of practice in the UK, where clients have described him as a “calm, reassuring and knowledgeable presence” who is “pragmatic about how to handle situations.” Chambers has also recognised Willkie’s Martin Weinstein, Michael Schachter, Mei-Lin KwanGett, as leading practitioners in FCPA and whitecollar matters, respectively.

Company: Willkie Farr & Gallagher LLP Name: Peter Burrell Email: pburrell@willkie.com Web: www.willkie.com Address: City Point, 1 Ropemaker Street London, EC2Y 9AW, England Telephone: +44 20 3580 4700 Fax: +44 20 3580 4800

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Specialists in the commercial impact of cloud computing and the evolution of software and infrastructure services, we will deliver clear analysis and pragmatic post-transaction recommendations whether IT is the core offering or simply a critical success factor.

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58 | Acquisition International | July 2014

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SECTOR SPOTLIGHT: Doing Business in… Syria

Doing Business in… Syria Oussi Law Firm, established in 1968 in Damascus, offers a full range of legal services and it is associated with a comprehensive network of distinguished lawyers experts and consultants in the field of business management and economic feasibility studies.

The firm’s activities are conducted by several professional reputed lawyers dedicated to serve their clients the very best of legal services. Moreover, reliable contacts are maintained with other firms in Syria, Middle East, Europe and USA. AI spoke to Oussi Law Firm’s founder, Gabriel Oussi, about the challenges of conducting business in conflict-hit Syria.

Syria has been in a state of world war for more than three years, against terrorists from 83 countries who have destroyed around 80% of the country’s infrastructure, from the electricity supply to the smallest kiosk.

Due to the situation, essential plans should be created urgently to develop most of the country’s laws in order to make them more flexible and more active and to coincide with all the plans to rebuild Syria.

The first target is to concentrate on agriculture and then on industry, to rebuild the industrial cities which were damaged by the terrorists, and not forgetting the railway system which sustained its fair share of damage along with the highways. The war has not excluded the schools and the universities, some of which have been completely destroyed.

Syria is the cradle of religions and civilisations, and tourism will have a big part to play in the reconstruction program, by rebuilding all that was destroyed and finding new points of interest for foreigners to visit.

The terrorists have taken control of oil fields and they have started to sell oil products to some of the

60 | Acquisition International | July 2014

neighbouring countries at a very low price, and there is no doubt that this sector needs a lot of work to make it healthy again.

In order to encourage investors to come to Syria, it is necessary to protect those investors and to afford a big role for arbitrations to solve any dispute between the parties involved in any project.

A new law to develop the real estate development companies becomes necessary and there is a tendency to establish joining stock companies to take the main part in these plans.

Property ASPIP, And the Arab Arbitration Chamber for Eng. & Const. Contracts.

Firm Activities : Administrative Law, Civil Law, Criminal Law, Contract Law, Financing Law, International Law, Arbitration, Trademark Law, Counterfeiting & Infringement Law, Unfair Competition Law, Franchising Law, Labor Law, Tax Law, Banking Law, Debt Collection, Construction Law, Insurance Law and Business Consultancies.

Creating and recruiting the right person to be responsible in this development.

Any step forward will not become a reality if the war will not stop and come to an end and peace take place again in Syria.

------------------------------------------------------------------Mr. Gabriel Oussi who is a member in: The Syrian Bar of Lawyers, International Association of Lawyers UIA, Association of European Lawyers AEA, Justinian Lawyers, International Referral, Affilica International, The Arabic Society for the Protection of Industrial

Company: Oussi Law Firm Name: Gabriel Oussi E-mail: go-law@oussico.net Web: oussilawfirm.com Address: P.O Box: 2506, Salhiye – ShouhadaNo.18, Damascus - Syria Tel : 00963 11 33500090\1 Fax: 00963 11 3312581

SECTOR SPOTLIGHT: China: The World’s Hot-Spot for Foreign Investment

China: The World’s Hot-Spot for Foreign Investment Deheheng (DHH) is an associated brand of Deheng Law Group , one of China’s largest law firms that focuses on providing high-end commercial legal services.

---------------------------------------------------------------------Deheng Law Group has more than 300 professionals working from eight mainland offices in Beijing, Shanghai, Jinan, Qingdao, Nanjing, Handan, Zhengzhou and Taiyuan, and five overseas representative offices in Hong Kong, Seoul, Berlin, Washington D.C. and Taipei.

DHH Law Firm, in Beijing, is strategically positioned as the headquarters of Deheng for its expansion in mainland China and overseas markets.

The firm’s international practice is led by Liu Jiqing, a US attorney with nearly twenty years’ practising experience including more than 18 years of experience leading the China practice of international firms. The international team is equipped with attorneys that have either extensive experience in international law firms or an overseas legal education. Deheng is one of the few Chinese law firms reputed as an international level law firm with legal professionals capable of providing legal services to clients in various foreign languages including English, German, Japanese, Korean and Russian.

Deheng is reputed for its standardised and advanced management system. Today, Deheng is one of the few law firms that has adopted an international-level management system. Since its founding in 1993, Deheng has successfully handled numerous cases covering the full spectrum of practice areas. Relying on the resources of the group, Beijing DHH Law Firm has formed top tier professional teams specialising in corporate, foreign direct investment, securities, finance, real estate, intellectual property, labour and dispute resolution.

Deheng highly values the spirit of cooperation and maintains close working relationships with various government authorities, regulatory authorities, judicial authorities, professional associations, legal education and research institutes and media agencies.

Deheng also extensively cooperates with domestic and international government authorities, institutions and law firms. Deheng is an active founding member of the Sino-Global Legal Alliance (SGLA), the Elite Chinese Legal Alliance (ECLA） and the Shandong (Deheng) Legal Alliance, which enable our clients to have convenient access to the expertise of top tier professionals in complex global business transactions.

62 | Acquisition International | July 2014

Whether you are a multi-national company, a large enterprise group or a small or medium sized business, we are ready to provide comprehensive, specialised and customised legal services to assist you in achieving your business goals with our professional expertise in specialised practice areas and our close cooperation between practice divisions within Deheng.

Company: DHH Law Firm Email: beijing@deheng.com Web: www.deheng.com Tel: +86 10 852 19100 Address: 07,08A, 16/F, CBD International Mansion, No.16 Yongan Dongli, Chaoyang District, Beijing, China

SECTOR SPOTLIGHT: Investing in East Africa

Investing in East Africa EY is a global leader in assurance, tax, transactions and advisory services.

The East African region is made up of Kenya, Uganda, Rwanda, Tanzania and Ethiopia. This area brings together a population of approximately 210 million people, with access to a further 50 million in adjacent Burundi, Mozambique and South Sudan.

This market size, along with the emerging discovery of natural resources and ongoing market integration through the East African Community (EAC), contributes to the region becoming an attractive investment destination.

It is notable that the regional economy has grown significantly, with this trend set to continue.

In 2010, individual countries recorded GDP growth rates per annum as high as 10.1% in Ethiopia, over 5% in Kenya, Rwanda and Tanzania, and 3.2% for Uganda.

The International Monetary Fund (IMF) forecasts that average real GDP growth for the region will be 6.3% per annum over the next five years.

The compounded average growth rate (CAGR) in foreign direct investment (FDI) for new projects between 2007 and 2011, across the five countries, recorded an average of 33.3%. Related to this, the average CAGR increase in FDI capital invested over the same period was 45.7%.

Looking forward, East Africa is expected to attract a total of US$6.8bn per annum over the next five years, as distributed in the chart to the left. This positive FDI outlook attests to the growing investor interest and confidence in the region.

The time for investment in East Africa is now. The interest shown by organizations to invest in Africa, particularly the East African region, is unprecedented.

As investors rapidly position themselves to take advantage of multiple emerging opportunities, this is the time to invest.

Organisations that have recently taken the bold step to expand in East Africa include Dangote Group, the largest industrial conglomerate in West Africa, which signed an agreement to build a US$400m cement factory in Ethiopia in 2011; the Indian telecommunications company Bharti Airtel, which bought Zain’s African assets for US$10.7bn, choosing to establish its African headquarters in Nairobi, Kenya; and Starbucks, the North American coffee franchise, which has been buying coffee in Rwanda since 2004, and opened offices in Kigali in 2009.

These examples show that African, Asian, North American and European investors have successfully gained market entry and are operating profitably in East Africa.

The good news is that East Africa remains fertile, with a wide range of unexploited opportunities for potential investors.

Emerging opportunities for investment includes: Ugandan oil, Tanzanian gas and minerals, Kenyan financial services and manufacturing, Ethiopian real estate, and regional logistics and ICT in Rwanda.

In addition, recent exploration activities suggest the possibility that the greater East African region may become a significant producer of oil over the next decade. With Uganda’s first material oil production expected in 2016, and announcements regarding the discovery of oil in the Rift Basin between Kenya and Ethiopia, the possibility seems likely.

FDI inflows in the East African region are comparatively lower than inflows into other African regions. For example, over the next five years, Tanzania is expected to benefit from the highest FDI in the region, averaging about US$2.2bn per annum.

However, when compared with Egypt, Ghana, Nigeria and South Africa’s FDI inflows, this appears remarkably low.

However, the region continues to achieve high economic growth, increased opportunities for business potential, improved political stability and ongoing introduction of policy reforms. So, the question is, given these apparent opportunities, why is the region lagging behind in terms of the level of FDI compared with countries such as Egypt, Ghana, Nigeria and South Africa? Are the negative perceptions about Africa, and the risk associated with these perceptions, still a factor?

Although economic and political reforms continue steadily across the region and the market fundamentals remain strong, market entry and operating in the region remain a challenge for investors looking to do business.

Similar to the rest of Africa, there is a lingering negative perception of the East region among those not yet doing business in this area. Some of the challenges facing the East, contributing to negative perceptions, include high cost of logistics, poor infrastructure, weak trading across borders and, in some cases, a shortage of relevant skills.

Investors may, therefore, perceive the above risks to be prohibitively high. But these risks can be managed with positive and sustainable results.

Although the pace may be slow, they are working toward introducing positive reforms.

Examples of such reforms include: simplifying investment procedures, prioritising regional integration, addressing the infrastructure gap, introducing conducive business regulation, offering investment incentives, developing vibrant capital markets and working toward improving governance and democracy.

There remains an expectation for East African governments to create a more conducive business environment. Developing an appropriate operating model to effectively manage risks is important, but not as important as understanding how to gain market entry into East Africa.

Investors that have been successful in the past have demonstrated boldness in pace, scale and an approach to risk management, based on the following factors. One of these is good knowledge of the region, including the macroeconomic outlook, potential opportunities, regulatory environment, available local resources, tax laws, accessibility to capital and the political environment.

The investor also needs the right local partner that will contribute to the investor’s knowledge base. In addition, such a partner may assist with providing business guidance and support, execution of the market entry strategy, anticipating and managing risks that arise, building local relationships, as well as the identification and recruitment of local staff.

Good corporate citizenship needs to be demonstrated by investors. This may assist in building relationships and gaining local support, which will in turn result in expediting market entry.

Investors also need an appropriate approach to staffing and skills transfer. This will be required to gain successful market entry, as well as to manage the investor’s interests effectively.

By being properly informed and prepared, the investor stands to reap handsome rewards from this promising region of Africa.

Significant progress has been made and, as illustrated, many international and African organisations are leading from the front.

Realistic about the region’s capacity, these organisations have managed the risks associated with the region successfully.

Improving on the current business environment, East African governments recognise the challenges faced by investors.

Company: EY Ethiopia Web: www.ey.com Address: P.O. Box 24875, Code 1000 Addis Ababa, 1000, Ethiopia Tel: +251 11 550 4933

Acquisition International | July 2014 | 63

SECTOR SPOTLIGHT: Barbados: the Jewel of the Caribbean Crown

Barbados: the Jewel of the Caribbean Crown Thompson Henry & Associates, based in Bridgetown, Barbados, provides offshore services to entrepreneurs and their closely-held businesses operating in the global economy.

Thompson Henry & Associates specializes in taxoriented advisory services amongst its full range of offshore business services, including , personal and estate as well as corporate tax planning, outsourced financing, strategic planning, management and other financial services in Barbados and other major Caribbean offshore financial centres.

We have specific expertise in tax planning structures for active business companies, investment holding companies and offshore trusts in Barbados and other Caribbean islands.

Our management and financial services cover knowledgeable on-site management; bookkeeping, accounting and corporate secretarial services; filing of annual tax and corporate returns; business plans and budgeting; accounting and information systems; personnel recruitment and placements.

We take a pro-active and involved approach to our planning work. In addition to designing tax planning structures and arrangements, we make sure such structures are correctly implemented and monitored. We review client structures on an ongoing basis, to make sure the tax planning is not compromised by changes in Caribbean and home country tax laws or circumstances. All required tax compliance is completed and filed on a timely basis.

64 | Acquisition International | July 2014

Our Caribbean and international tax planning services include both corporate and personal tax structures to take advantage of Barbados’ network of international tax treaties. Barbados is a designated tax treaty country with 38 other jurisdictions currently that offers legitimate tax planning advantages for earning international income through Barbados and other Caribbean jurisdictions. Barbados offers unique types of offshore entities that are taxed at favourable rates of between 0.25% – 2.5%; as well as tax-exempt international holding companies managed by offshore bank trusts taxed 0%. Barbados holding companies allow for tax-free receipt of dividends from foreign sourced earnings; that are, in turn, distributable to foreign shareholders via dividends free of Barbados withholding tax.

Our representation and directorship services involve active and hands on directors; registered business offices; notices and minutes of statutory meetings; offshore entities’ licencing applications and renewals; foreign currency clearances for Barbados domestic companies; and custodianship of corporate records.

Barbados’ e-commerce and technology services cover internet website and e-mail hosting; shared and dedicated internet servers; point-of-sale internet server administration; computerized accounting and data systems; and telephone, fax, cellular and pager services.

Company: Thompson Henry & Associates Name: F. Howard Henry, BComm, CA, TEP Email: fhhenry@thompsonhenry.com.bb Web: www.thompsonhenry.com.bb Tel: +1 246 836 8555 Address: Suite 203 - Building 8, Harbour Road Bridgetown, St. Michael, Barbados W.I. BB11145

SECTOR SPOTLIGHT: Macedonia: Excelling in a Competitive Climate

Macedonia: Excelling in a Competitive Climate Today, the Republic of Macedonia presents an ideal investment hub. Driven by the favourable economic conditions, the region is welcoming a wealth of international investors and GDP is set to achieve a healthy 3.7% over the coming years. Join us as we catch up with Dauti Merxhan and Attorney at Law, Simjanoski Aleksandar from Dauti & Simjanoski Law Firm to find out how Macedonia can continue its amazing expansion.

Dauti & Simjanoski Law Firm was the first law firm to be established in north-west Macedonia, and is the biggest law firm in that part of the country.

Attorney at law Dauti Merxhan and Attorney at law Simjanoski Aleksandar are cofounders of Dauti & Simjanoski Law Firm.

The firm’s attorneys specialise in litigation, arbitration and dispute resolution. All the variety of issues that can arise during our work are also covered by outsourced experts in the field. Committed to our mission to become one of the biggest law firms in the Balkan Peninsula, we dedicate all our knowledge and time to our clients’ best interests. Dauti & Simjanoski

Law firm, in 2013, had become a member of the Praelegal global network, and through this network our law firm can provide legal service to clients in 100 countries around the world.

Dauti & Simjanoski Law Firm provides a number of services.

Firstly, we can prepare all types of legal fillings and motions, regular and extraordinary remedies in civil procedure, penal proceedings and administrative procedures.

Secondly, we can assist in negotiations within procedures of contracting and preparation of all varieties of written contracts.

We represent clients at tribunals within the Republic of Macedonia, as well as with further authorities and organisations.

We provide legal advisory services and consultation within all legal domains. We can also provide further services within the legal and business domains if required by our clients.

Company: Dauti & Simjanoski Law Firm Email: info@d-slawfirm.com Web: www.d-slawfirm.com Tel: +389 44 338 599 Address: Str.Strushka no:25/1 Tetovo 1200, Macedonia

Macedonia Square, Skopje, Macedonia

Acquisition International | July 2014 | 65

RICHARDTYLER I N T E R N A T I O N A L Leadership Mastery™ Program “Serious training for the serious leader.” ™

® “Enlightening, motivational, captivating, and extremely energetic, outstanding!

Highly valuable, it will have a huge impact on my personal/professional life.”

- Program Participant Leadership Mastery Immersion Program™ Growing revenue and profits and developing future leaders are the two greatest challenges that all organizations face today. Companies that invest in the development of a “Revenue Generation and Profit Generation” mindset for all their people as well as the development of leadership and management talent, gain a competitive edge demonstrated in sustained growth and profitability.

The Richard Tyler International, Leadership Mastery™ Program is an intense, five-day training seminar for the professional who wants immediate results.

If you are in a management role or plan to be, attending the Leadership Mastery™ Program will have a positive, profound impact on your career. Attending will also have a positive impact on all the people will ever lead and/or manage. Executive management, directors, managers, senior professionals, supervisors and those transitioning into supervision, management or executive roles, as well as those being considered for these roles within the next 24 months will all benefit from this innovative, powerful program.

Leadership excellence in a complex world is undoubtedly challenging. Today’s excellent leader and/or manager must master a set of moral and ethical, philosophies, principles and values that can serve as the bedrock to all their actions. The consistent application and teaching of these philosophies, principles and values is the only way to guarantee lasting success. The Leadership Mastery™ Program delivers just such a set of moral and ethical, philosophies, principles and values.

To get your organization or yourself on the path to lasting success contact Richard Tyler International today!

Richard Tyler International, Inc.® 5773 Woodway Dr., Suite 860, Houston, TX 77057-1501, USA Tel: (+1) 713.974.7214 | Web: www.RichardTyler.com

SECTOR SPOTLIGHT: Resolving and Avoiding Construction Disputes

Resolving and Avoiding Construction Disputes International law firm Seyfarth Shaw represents clients in all phases of construction projects, from inception to completion.

Seyfarth Shaw LLP provides thoughtful, strategic, practical legal counsel to client companies and legal teams of all sizes. With more than 800 attorneys in the US, London, Shanghai, Melbourne and Sydney, we offer a national platform and an international gateway to serve your changing business and legal needs in litigation, employment, corporate, real estate and employee benefits.

the benefits of a classic construction boutique supported by the resources of a large full-service firm.

of America, to develop streamlined, standard form agreements for our clients to save time and hassle.

We represent clients – developers, contractors, owners, architects, engineers, subcontractors and lenders – in all phases of construction projects, from inception to completion, domestically and abroad.

Although we work hard to help our clients avoid disputes, if they do arise we are especially proud of our use of alternative dispute resolution to settle matters, and we have a long track record of successfully litigating in federal and state courts if settlement is not an option. Our construction attorneys are particularly strong in handling large, complex project disputes, such as those involving stadiums, airports, multiuse developments, infrastructure, power plants and wastewater treatment facilities.

We have gained acclaim for our innovative SeyfarthLean client service model, which incorporates the core principles of Lean Six Sigma to the delivery of legal services, and we continue to develop new reporting and project management tools for greater transparency and collaboration with our clients.

Our clients need innovative solutions to today’s building needs, be they new technologies like building information modelling, green and cleantech building requirements, new delivery methods or the vagaries of the economy.

Our collaborative team includes LEED certified professionals, licensed architects and engineers, as well as attorneys adept at BIM tools and public contracting.

Our efforts have contributed to our recognition among in-house counsel as “Best of the Best” for client service among the 2013 BTI Consulting Group’s Client Service A-Team and being named among the Top 10 in the Financial Times US Innovative Lawyers Report in 2012.

We assist clients with the drafting, negotiation, and performance of contracts, and have extensive experience in designing contracts to avoid costly disputes. Additionally, we have detailed knowledge of construction finance, innovative forms of insurance protection, zoning regulations and contract law.

With one of the largest and most experienced construction law practices in the US, we offer clients

Together, we understand the significant regulatory, technical and business issues involved in construction projects. We also have worked extensively with professional societies, including the Design Build Institute of America and the Associated General Contractors

Company: Seyfarth Shaw LLP Web: www.seyfarth.com Tel: +1 202 463 2400 Address: 975 F Street, N.W. Washington, D.C. 20004, USA

Acquisition International | July 2014 | 67

SECTOR SPOTLIGHT: Nigeria: A Leading Market amongst the MINT region?

Nigeria: A Leading Market amongst the MINT region?

Dale Solicitors is a firm based in Lagos, Nigeria.

Nigeria is a prime destination for investment in Africa.

The consumer market is unrivalled, with an ever-growing population of 170 million. Nigeria is the largest country by population on the African continent. This means that producers can be sure they will get a good return on investment, and a viable market in which to grow sales.

Evidence of this can be seen in the growing portfolio of FDI inflows into the country – that is currently stocked at US$85bn.

Nigeria is presently ranked the top destination for FDI in Africa. Nigeria’s capital market received US$4.7bn of the FDI inflow in 2013, a 56% contribution to the total

market participation. That makes it the second fastest growing bourse on the African continent with 33%.

The Nigerian GDP was recently debased, revealing a more diversified economy, as industries such as telecommunications and entertainment emerged as major contributors to the country’s GDP, which previously mainly relied on oil revenue. Nigeria’s film industry, known as Nollywood, now apparently contributes as much as 1.3% to the country’s GDP.

Following the financial meltdown in 2008, which resulted in the near-collapse of the financial system, a rethink in the approach to handling the banking and financial sector has spurred the country to previously unseen growth levels in the last half-decade.

Nigeria has recorded a year-on-year growth of 7% since 2010. This recent success makes one imagine the possibilities if efficiency, vision and tenacity were employed by the country’s leaders.

The result of the rebasing puts the country’s GDP at US$510bn. That elevates Nigeria to the position of Africa’s largest economy – a major milestone considering its social drawbacks.

Dale Solicitors Company: Dale Solicitors Address: 45 Olabanji Olajide Street, Behind Canaan Mall, Lekki, Lagos, Nigeria Web: www.dalesolicitors.com Tel: +234 803 307 6154

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SECTOR SPOTLIGHT: Anguilla: Diversifying the Economy

Anguilla: Diversifying the Economy Following a turbulent year, Anguilla’s government is currently looking to diversify the economy and promote the island as a destination open for investment, while also planning to expand current leading sectors. Here, we talk to BDO’s Claudel Romney about the challenges and opportunities the country faces if it is to continue its charge to toward the head of the Caribbean pack.

In 2013, accountancy firm BDO opened an office in Anguilla, a British overseas territory in the Caribbean where the most important economic sectors are tourism, construction and financial services.

---------------------------------------------------------------------With more than 1,264 offices in 149 countries, 15 being in the Caribbean. BDO is the fifth largest network of public accounting firms.

BDO’s distinctive reputation for client proximity is built upon our commitment to all our stakeholders that what matters to them matters to us. Our clients recognise us as their preferred adviser, appreciating our seamless service worldwide.

Claudel founded the KPMG office in Anguilla in 1991.

Became BDO LLC in 2013. The firm forms part of BDO Eastern Caribbean and covers Anguilla, Antigua, ST. Kitts/Nevis and Montserrat. Anguilla is a small community of approximately 16,000 inhabitants in which the most important economic sectors are tourism, construction and financial services.

Business there is conducted on a very personal basis: BDO Eastern Caribbean has four partners and 60 members of staff, all of whom have excellent and close relationships with their clients, which range from major local and regional banks through insurance groups to utility companies. While the service performed is predominantly audit, the firm currently engages in insolvency, corporate finance and forensic assignments which vary from year to year.

Company: BDO Name: Claudel Romney Email: claudel.romney@bdo-ec.com Web: www.bdocaribbean.com Tel: +1 (264) 497 5500 ext 5001 Address: Maico Headquarters, Cosley Drive, The Valley, Anguilla

Acquisition International | July 2014 | 69

SECTOR SPOTLIGHT: Lesotho: Promoting a Promising Future

Lesotho: Promoting a Promising Future MNM Chartered Accountants and Internal Auditors, in Maseru, Lesotho, exists to provide beyond world-class professional services with commitment, respect and loyalty to its clients.

MNM Chartered Accountants and Internal Auditors is an accounting and audit firm based in the mountain kingdom of Lesotho. It was founded by Mabatho Monyake and registered with the Lesotho Institute of Accountants in 2003 under the Accountant’s Act 1977 (Amended 1984).

MNM exists to provide beyond world-class professional services with commitment, respect and loyalty to our clients, for the success of our employees, business partners and the entire community.

The firm’s mission is to be an internationally recognised professional firm with substantial economic impact in Lesotho and the world at large.

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MNM provides professional Services to a wide range of clients including Government, Private Companies (mining industry inclusive), Parastatals, Donor Funded Projects, NGOs, Subsidiaries of International Companies in Lesotho, SMMEs and schools. We also provided services to big inter-government projects like Lesotho Highlands Development Authority (LHDA).

Our business focus is on the following value-adding services: external audits; financial accounting; tax consulting; internal audits; management accounting; forensic audits; financial analysis; risk management; and sme development and support; Payroll Administration; Constancy on various aspects of Business Management.

Company: MNM Chartered Accountants Email: monyake@mnm.co.ls Tel: +266 22 32 5897 Address: Kingsway Mall, Block C, Level 4, Maseru, Lesotho

Your Outsourced Business Partner Outsourcing | Consultancy | Investigations | Whistleblowing | Audit | Incorporation | Due Diligence | Training | Recruitment | Solutions

We will provide all our valued clients with the best experts, talents and technical resources delivering world class services and technical advice to ensure that we meet their needs, exceed their expectations and help them stay compliant.

Maintain proper Corporate Governance Ensure full Regulatory Compliance Manage your Risk Combat Financial Crimes Train & Certify your Employees Preserve your Reputation

Allied Compliance Consultants “ACC” City Tower 2, Level 16, South Wing, Suite: 1604 | Sheikh Zayed Road | P.O. Box 53962, Dubai, United Arab Emirates “UAE” Phone: +971 (4) 313 6900 | Fax: +971 (4) 313 6999 | Hotlines: +1 971 Call ACC (2255 222) / +971 (50) 724-6244 www.acc-co.com | info@acc-co.com

SECTOR SPOTLIGHT: Maintaining Competition in Pakistan’s Oil and Gas Industry

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

Currently LMA is engaged by the Sui Southern Gas Company Limited, Pakistan’s leading integrated gas company to render legal advice and facilitate in the negotiations leading to the finalization of an LNG Operation and Services Agreement pursuant to the LNG Policy of the Ministry of Petroleum and Natural Resources, Government of Pakistan. The project is being developed to provide a viable short-term solution to the energy crisis being faced by Pakistan. This project is the first FSRU (floating, storage, re-gasification unit) based on tolling arrangement in Pakistan and is expected to cater to approximately 20% of Pakistan’s energy requirements.

The Government is providing an investment friendly platform for the oil and gas sector to attract local and foreign investors, including, greater incentives for

accelerating exploratory and production efforts, as a result of which exceptional growth in the oil and gas sector is expected. Pursuant to the current policies of the Government, this sector has already surfaced as one of the most attractive sectors for investment in Pakistan which shall result in a marked reduction in import of energy related refined products. The sector is being chiefly relied upon to overcome the energy crisis being faced by Pakistan.

contributing almost 65 percent (oil 15% and gas 50%) share to the 64.7 million TOE (ton of oil equivalent) of energy supplies, while share of coal and nuclear is almost 7% and 2%, respectively.

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

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

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

According to the last Economic Survey of Pakistan, oil and gas are the two key components of energy mix

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

Company: Liaquat Merchant Associates Name: Hira Ahmad, Senior Associate Email: h.ahmad@liaquatmerchant.com Web: www.liaquatmerchant.com Address: 4C, 9th Commercial Lane, Zamzama Boulevard, Phase V, DHA, Karachi – Pakistan Tel: +9221 3583 5101 - 104

Acquisition International | July 2014 | 73

Por olios Assessment Por olios Management Exper se in Li ga on Maintenance Technical Transla ons

Validity Analysis Infringement Analysis Technology Transfer Support Patent Dra ing

Infringement Proba ve Searches State of the Art Searches Advanced Techinal Support Skilled Surveillance

COPYRIGHT | DESIGNS | DOMAIN NAMES | TRADEMARKS | UTILITY MODELS | PATENTS

Raul César Ferreira (Herd.), S.A. Rua do Patrocínio, 94, 1399-019 Lisboa, Portugal T +351 213 907 373 | F +351 213 978 754 | mail@rcf.pt | www.rcf.pt

Portugal | Angola | Cabo Verde | Macau | Moçambique | São Tomé e Príncipe | Timor

SECTOR SPOTLIGHT: Global Directory

Global Directory

Dale Solicitors Allied Compliance Consultants “ACC” is an international professional services firm with Global Headquarters in Britain, MENA Headquarters in Dubai, presence in 25 countries and worldwide operations.

ACC has a team of highly skilled professionals who have gained their experiences through extensive exposure diversified across the world. This first-hand knowledge enables our consultants to familiarize themselves easily and quickly with our clients’ businesses and implement real solutions based on the international best market practice.

Our company’s strength is demonstrated by the cost effective quality services that we offer to financial institutions around the globe including many of the leading names in the industry. All our value clients have been able through our expert services, quality trainings and cutting-edge solutions being their outsourced business partner, to effectively and efficiently ensure proper Compliance, maintain sound Corporate Governance, train their employees, manage their risks, fight financial crimes and preserve their reputation.

Allied Compliance Consultants is an ISO 9001:2008 certified company which demonstrates our quality and commitment to the best industry practices. We are proud to have 100% customer satisfaction rate.

Allied Compliance Consultants “ACC” Email: info@acc-co.com Web: www.acc-co.com Telephone: +971 (4) 313 6900 Fax: +971 (4) 313 6999

Iskandarsyah & Partners provide integrated services along a number of practice areas, including corporate and commercial transactions and related party transactions.

Iskandarsyah & Partners Web: www.iskandarsyahlaw.co.id Address: Mayapada Tower, 7th Floor Jl. Jenderal Sudirman Kav.28 Jakarta 12920, Indonesia Tel: +62 21 2951 8594

BEAM Corp, established in 2000, is a licensed privately owned corporate advisory specialist with expertise in dealing with small and medium sized enterprises.

Our expertise is in preparing an enterprise to transition to the next stage development.

We have in-depth knowledge of diverse market sectors covering: Insurance; technology, financial services; distribution; mining services; manufacturing; retailing and e-Tailing.

Dale Solicitors Plot 45, Olabanji Olajide Street, Behind Canaan Mall, Ibeju Lekki, Lagos, Nigeria.

BEAM’s methodology is to understand the clients’ vision and needs; and objectively evaluate outcomes. We develop a unique tailored program with the client; and project manage the process to deliver outcomes in a structured and timely manner. BEAM delivers the following suite of tailored corporate services, Mergers and Acquisitions; Divestments, Capital Raisings; Equity Capital Markets (including listings and reverse listings) and Generational Transition Services.

BEAM’s core values are client centricity; inclusiveness; developing enduring relationships, partnership; accountability and alignment.

BEAM Corp Name: Eric J Melman; Chief Executive Officer Email: eric.melman@beamcorp.com.au Web: www.beamcorp.com.au Tel: +612 8203 4528 Address: Level 1, 71 Macquarie Street Sydney NSW 2000, Australia

Team Relocations is an independent company specialising in the delivery of fully integrated employee relocation services within the corporate market place. From immigration to expense management, we provide these services on a global basis for many of the world’s leading multinational organisations and government agencies.

Topgy Systems’ vision is to be the first and best fixed assets management (asset verification/tagging) and IT asset management company in Africa, and to secure all classes of company movable and fixed assets. The firm’s mission is to computerise organisations’ fixed assets and create a financial accounting system of links of these assets location-wide using well motivated employees and the best technology.

• Cross-cultural Training • Departure Services • Destination Orientation • Expense Management • Furniture and Appliance Rental • Home Search • Immigration • Language Training • Moving Services • Partner Support • Repatriation Programmes • School Search • Settling-in Support • Temporary Accommodation • Tenancy Management

Topgy Systems Email: general@topgygroup.com Web: www.topgygroup.com Address: 20, Musoko Road, Kwabenya, Accra, Ghana Tel: +233 243 678 342

Covering destinations from Ankara to Zanzibar, we are supporting business by delivering cost-effective services by settling thousands of families seamlessly.

Team Relocations 54 Queen Anne Street, London W1G 8HN, United Kingdom Name: Angela Jackson Tel: +44 121 329 5050 Email: angela.jackson@teamrelocations.com Website: www.teamrelocations.com

Acquisition International | July 2014 | 75

DEAL DIARY: M&A from around the world

Deal Diary

CONSUMER

78

ESTRELLA

78

JACTRAVEL

78

MERIDIAN SALMON FARMS

79

NUANCE GROUP

79

ONTEX IPO

79

WAUWAA

ENERGY & RESOURCES

80

DOBA CONSORTIUM

80

NEW CLYDESDALE COLLIERY

80

NOVUS ENERGY INC

FINANCIAL

Welcome to Deal Diary, Acquisition International’s monthly round-up of recent M&A activity across the globe.

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FIH ERHVERVSBANK

81

PFA LIMITED

81

UNICREDIT

HEALTHCARE

As always, we feature a range of transactions across a number of different sectors. In TMT, Brandwatch, a leading social media analytics and listening company, has announced a US$22m funding round led by new investor Highland Capital Partners Europe to accelerate development of its social intelligence platforms and to continue its rapid international expansion.

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In energy and resources, Africa Finance Corporation acted as one of the mandated lead arrangers in arranging the up to US$1.305bn limited recourse loan facility to Glencore Energy UK, the company which supplies and deliver oil to industrial customers.

The consumer sector saw Herkules Capital agree to sell the salted snacks manufacturer Estrella Maarud to Intersnack Group for an undisclosed sum.

In financial services, FIH Erhvervsbank, the Danish integrated corporate and investment bank, agreed to sell a customer portfolio to another bank in Denmark, Spar Nord Bank.

In support services, Berylls Strategy Advisors acted as due diligence providers to 3i Group in the firm’s sale of Hilite International , a leading global supplier of highly engineered automotive engine and transmission components, to AVIC Electromechanical Systems at an enterprise value of approximately €473m.

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And in the real estate sector, Icade Santé, the healthcare facilities subsidiary of French real estate group Icade, signed an agreement to acquire a portfolio of three of the Medipole Sud Santé Group’s clinics for €71 million.

Have you done a deal lately? If so, then we want to hear from you. Head over to our website, www.acquisition-intl.com, and submit the details.

76 | Acquisition International | July 2014

BOURN BIOSCIENCE LIMITED

82 SENEVITA 82

TRACSCARE

REAL ESTATE

83

MEDIPOLE SUD SANTÉ GROUP

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ROUND HILL CAPITAL

83

RUSTOMJEE URBANIA

SUPPORT SERVICES

84 HILITE 84 SWELL VISTA RETAIL SUPPORT MBO

TMT

85 BRANDWATCH 85

ENTANET MBO

85

MAPS

86

NOVADATA

86

ORANGE UGANDA

86

RINA

DEAL DIARY: M&A from around the world

Acquisition International’s Q2 round up of M&A activity with data from Zephyr, published by Bureau van Dijk The second quarter of 2014 has generated the highest level of quarterly investment for some time, according to data from Zephyr, the M&A database published by Bureau van Dijk. From April to the end of June there were 17,577 transactions worth an aggregate USD 1,206,749 million.

All in all, results for Q2 2014 have been very positive, with investment reaching its highest level since the second quarter of 2008, just before the onset of the global financial crisis, which led to significant value decreases over the next few years. A recovery now looks to finally have been kickstarted, as demonstrated by impressive investment levels in the year to date. Deal volume did decrease, although this highlights the higher individual considerations which have led to the climb in value. The main sectors which have benefitted in Q2 2014 are machinery, equipment, furniture and recycling and the banking industry, which posted USD 163,688 million and USD 157,470 million, respectively. Most sectors increased in terms of value quarter-on-quarter, although exceptions include wholesale and retail trade, construction, food, beverages and tobacco and insurance.

The most commonly targeted region worldwide in Q2 was Western Europe with 4,958 transactions, placing it ahead of North America on 4,036 and the Far East and Central Asia on 4,035. North America led the field in terms of value, notching up investment of USD 421,287 million over the three months. It was followed by Western Europe with USD 354,475 million and the Far East and Central Asia, which placed third with USD 251,679 million. These three ranked some way ahead of their nearest competitors; fourth place was taken by South and Central America, which was targeted in deals worth USD 66,210 million over the three months.

In conclusion, the situation seems positive in terms of M&A investment at present.

Q2 2014 posted the best result for some time in terms of value, which combined with a decline in volume suggests investors are beginning to dig deep again and shell out larger amounts to get the targets they want. Hopefully this will increase confidence and lead to an increase in volume too over the next few months.

NUMBER AND AGGREGATE VALUE (MIL USD) OF DEALS GLOBALLY: 2010 - 2014 YTD (as at 30 June 2014) Deal half yearly value (Announced date) Q2 2014 Q1 2014 Q4 2013 Q3 2013 Q2 2013 Q1 2013 Q4 2012 Q3 2012 Q2 2012 Q1 2012 Q4 2011 Q3 2011 Q2 2011 Q1 2011 Q4 2010 Q3 2010 Q2 2010 Q1 2010

Number of deals 17,577 19,893 21,837 19,693 19,158 17,588 19,995 17,611 17,936 18,151 19,164 17,584 18,840 17,930 20,208 16,562 18,287 18,406

Aggregate deal value (mil USD) 1,206,749 959,104 953,528 1,026,467 918,162 736,421 1,061,747 712,662 780,695 682,241 761,453 781,917 875,025 983,465 951,952 820,944 807,116 833,684

Doherty Advisors, LLC 400 Madison Avenue, Suite 6A, New York, NY 10017 t: +1 646 213 2310 f: +1 212 213 9170 E: ir@dohertyadvisors.com

Grey Swan provides effective protection for investors concerned about equity tail-risk.

The program is designed to be reactive and profitable in both slightly descending markets and during adverse market events.

The program is cost-efficient, limiting premium loss in up-markets to 2%.

Highly customizable, Grey Swan can be tailored to suit investors specific protection needs and funded with 2% for margin.

Acquisition International | July 2014 | 77

DEAL DIARY: Consumer Deals

CONSUMER

ESTRELLA

JACTRAVEL

MERIDIAN SALMON FARMS

Intersnack Group GmbH & Co KG (“Intersnack”) and Herkules Private Equity Fund II (“Herkules”) today announced that they have entered into an agreement where Herkules sells the salted snacks manufacturer Estrella Maarud (“Estrella Maarud” or “the Company”) to Intersnack for an undisclosed sum. The transaction has already closed for the Nordics, while closing for the Baltics is expected within a few weeks, subject to approval by the competition authority in Lithuania.

London-based JacTravel Group (“JacTravel”), the technology driven, B2B hotel accommodation wholesaler and provider of inbound travel services, announces thatindependent private equity group, Vitruvian Partners (“Vitruvian”) has acquired the business from Bowmark Capital (“Bowmark”), the mid-market private equity firm. The transaction is worth approximately £80m, and subject only to German competition authority clearance.

Cooke Aquaculture is pleased to announce the closing of its deal with Marine Harvest for the purchase of its fully owned subsidiary, Meridian Salmon Farms Limited. Meridian is a leading Scottish salmon farming company with assets in Shetland, Orkney and the mainland of Scotland.

Estrella Maarud is a leading manufacturer and supplier of branded salted snacks in the Nordic and Baltic countries, including brands such as Maarud (number 1 in Norway), Estrella (number 1 or 2 in Sweden, Finland and the Baltics) and Taffel (challenger in Denmark).

Sverre Flåskjer, Partner, Herkules Capital says: “Our ambition with the Estrella Maarud investment was to create a strong salted snacks company. Together with management we have implemented our clearly defined plan to grow top line, strengthen the brands, innovate and improve performance. We have regained a strong number one position in Norway, the market leadership in potato chips in Sweden and the number two position in Denmark. The company is driving the category development for our customers across the Nordics and Baltics and is ready for its next development phase through an industrial ownership. Herkules Private Equity Fund II has with this sale completed another very successful investment.”

Being part of Intersnack will enable Estrella Maarud to further capitalise on growth opportunities and strengthen its leading positions in its core markets.

INTERSNACK GROUP ACQUIRES

ESTRELLA MAARUD DRV Corporate Finance

Forty-two Consulting LLP, led by Neal Watkins advised JAC Travel. Mr Watkins commented: “We provided tax and structure advice to the Management Team of JAC Travel to advise on their exit strategies and plan for the future exit as and when the time comes. We were required to consider, not only just the current Management Team, but any incoming new managers who might be invited to partake in the equity of the business.” He continued: “We have been working with certain members of the JAC Management Team on successful previous disposals since 2007.”

Talking about challenges faced in seeing this deal through to completion Mr Watkins said: “We had to try and structure the best outcome for the client given limited movability within the offer requirements by the purchaser and the purchaser’s own tax requirements.”

He concluded: “The requirement of the Management Team were very complex as they varied between each member of the team, as such the planning required, flexibility for the future and flexibility at the time of this transaction.” nealwatkins@42mk.co.uk

VITRUVIAN ACQUISITION OF

JACTRAVELFinance FROM BOWMARK DRV Corporate

“We believe this investment in the well respected Scottish industry creates value for our entire group and strengthens our European foothold, which already includes Culmarex, our sea bass and bream farming company in Spain,” said CEO Glenn Cooke.

“The company is highly profitable and is a cost effective producer with a dedicated management team and employee base. We will build on their experience and expertise as we further strengthen and grow this company as Cooke Aquaculture Scotland.”

“We are fortunate that there are many similarities between our corporate cultures and the high environmental standard of our farming operations.

Members of the Cooke team will work together with our highly qualified management in Scotland to develop an operational and marketing strategy for the future. It will be business as usual during this transition period.”

Cooke Aquaculture Inc. is a Canadian family-owned company with a head office in Black’s Harbour New Brunswick Canada and North American salmon farming operations in Atlantic Canada and Maine.

It also owns Salmones Cupquelan, a salmon farming company in southern Chile and Culmarex, a sea bass and sea bream farming company in southern Spain. Over the past twenty-eight years Glenn Cooke and his family have built a fully integrated aquaculture company, which will have nearly a billion dollars in annual sales and 2500 employees in 2014.

COOKE AQUACULTURE ACQUISITION OF

SALMON FARMS LIMITED DRVMERIDIAN Corporate Finance

Tax Adviser to Management

Virtual Data Room Provider

Virtual Data Room Provider

Financial Due Diligence Provider

Vendor (Seller) Due Diligence Provider

Vendor Financial Due Diligence Provider

Legal Adviser to the Purchaser

Tax Adviser Tax adviser to the Purchaser - Financial Adviser to the Vendor - Vendor Commercial Due Diligence Provider Financial Adviser to the Vendor Legal Adviser to the Purchaser

Legal Adviser to the Purchaser

78 | Acquisition International | July 2014

Legal Adviser to the Purchaser Legal Adviser to the management team

DEAL DIARY: Consumer Deals

Dufry has signed an agreement to acquire 100% of The Nuance Group (“Nuance”) for a consideration of CHF 1.55 billion, on a debtand cash-free basis. Nuance is a global travel retailer and operates close to 75,000 square meters of retail space in 66 locations across 19 countries in Europe, Asia and North America.

In 2013, Nuance generated a turnover of CHF 2.1 billion and an adjusted EBITDA1 of approximately CHF 156 million.

Following completion, the acquisition will confirm Dufry as the leader in the global duty free and travel retail market, with a global and geographically diversified concession portfolio and strong positions in developed and emerging markets covering all continents.

In 2013, the two businesses had a combined market share of close to 15% in the airport retail industry based on turnover. The geographic presence of Nuance is complementary and strengthens Dufry’s positions in strategic key markets in the Mediterranean, North and Central Europe, Asia and the United States and Canada. As a result of the transaction, Dufry will emerge with a leading position in the Mediterranean in addition to its existing leadership positions in Latin America, Caribbean and North America. In addition, the acquisition will strengthen its diversified business in Asia with attractive locations that will provide a strong basis for further growth in the region.

DUFRY AG ACQUISITION OF

NUANCE GROUP DRV Corporate Finance

Legal Advisers

ONTEX IPO

WAUWAA

Ontex Group NV (“Ontex” or the “Company”) has announced the final price and results of its initial public offering that was launched on 11 June 2014 and ended, as said in the prospectus, on 24 June 2014 (“IPO”).

Charles Bouaziz, Chief Executive Officer of Ontex, said: “This is a landmark day for Ontex, its employees, customers, consumers and shareholders as the business returns to the Euronext stock exchange. As a public company, with the support of the financial markets, we will become a stronger partner and employer delivering profitable sustainable growth.”

Roland Berger Strategy Consultants represented Ontex management team. Leading the team at Roland Berger were Laurent Dusollier, Senior Partner, Benjamin Entraygues, Partner and Dominique Trancart, Principal. They commentLaurent Dusollier ed: “We have had a long-lasting working relationship with CEO and top management at Ontex as we have previously worked with them on various strategy projects.

During the IPO process, we advised them on the preparation of the Equity Story and Analyst Presentation, working closely with other counsels.”

They continued: “The main challenge was to make sure that all stakeholders (management, shareholders, and various counsels) were fully aligned on key messages to be provided to potential investors. Roland Berger Strategy Consultants role was central in this regard, as our analyses, market expertise and know-how were largely used in different documentations.”

Wauwaa, the new and innovative parenting website, that connects parents and parents -tobe with relevant information and special offers today announced that Vision+ fund has agreed to invest an initial €500,000 in the company.

In the six months since launching , Wauwaa has seen impressive growth in both organic user acquisition and engagement.

- Ten per cent of first time visitors make a purchase on the site , which significantly ex ceeds the industry standard of one per cent -­ Wauwaa is performing between three and five hundred per cent better across all social channels compared to any of its closest rivals -­ Hundreds of brands have signed up to work with Wauwaa including industry leaders such as Bobo Buddies, Cloud B, Crocs and Sophie La Girafe to name a few Wauwaa were advised by Blick Rothenberg LLP on their business model and international structure taking into consideration the possible location of the investors.

“Going forward, this IPO should allow our client to execute its strategy aimed at strengthening its market positions in both mature and emerging countries and enhancing its value proposition in several market segments.”

Nilesh Shah, partner and Melisa Thomas led the team at Blick Rothenberg LLP, they commented: “we have an established relationship with Wauwaa who on this particular deal one of the main challenges faced was the Nilesh Shah uncertainty of the location of the investor so our advise on the international structure had to be flexible. One of the main benefits provided to Wauwaa through this deal was capital for growth and geographical spread.”

laurent.dusollier@rolandberger.com benjamin.entraygues@rolandberger.com dominique.trancart@rolandberger.com

Nilesh.shah@blickrothenberg.com www.blickrothenberg.com

ONTEX IPO

VISION+ INVESTMENT IN WAUWAA

DRV Corporate Finance

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Acquisition International | July 2014 | 79

CONSUMER

NUANCE GROUP

DEAL DIARY: Energy & Resources Deals DOBA CONSORTIUM

ENERGY & RESOURCES

The Africa Finance Corporation (AFC) is a Mandated Lead Arranger of a US$1.305 billion pre-payment facility for Glencore Energy UK. The facility will be used

by Glencore to provide financing of up to US$1.450 billion to Société des Hydrocarbures du Tchad (“SHT”), the National Oil Company of Chad. The pre-payment facility will, in turn, be used by SHT to acquire Chevron Global Energy Inc’s petroleum assets in Chad.

AFC acted as one of the Mandated Lead Arrangers in arranging the up to US$1.305bn limited recourse loan facility to Glencore Energy UK. AFC represented itself in the deal. AFC had no prior engagement with either Glencore or SHT Chad.

The team at AFC was led by Taiwo Adeniji, Director, Financial Institutions & Advisory Services who drove the process of securing AFC’s first investment in Chad (a member country of the AFC). The team comprised of individuals with varied areas of specialisation and included Nana Eshun (Senior Vice President and Lead Counsel), Osam Iyahen (Senior Vice President, Natural Resources), and Associates, Ufuoma Adasen and Titilayo Oke. Mr Adeniji comented: “the major challenge was meeting a very tight timeline to financial close. The client’s deep knowledge of the debt capital markets greatly helped in being able to meet the timeline. On AFC’s part, we viewed the deal as Taiwo Adeniji perhaps the best opportunity for AFC to execute its first transaction in Chad. This provided strong incentive to the team to work even harder to ensure a timely close.”

“This transaction increases Glencore’s access to crude-oil ( a major traded commodity) and given its pedigree as a successful trading entity, Glencore will be able to profitably leverage from the offtake agreement with SHT Chad.” lucy.savage@africafc.org www.africafc.org SOCIÉTÉ DES HYDROCARBURES DU TCHAD

ACQUISITION OF STAKE IN DOBA CONSORTIUM DRV Corporate Finance

NEW CLYDESDALE COLLIERY Universal Coal is to acquire all assets of Exxaro Resources and assume liabilities of Exxaro’s New Clydesdale colliery in a move that will transform the company into a multi-mine producer.

Universal Coal Chief Executive Officer, Tony Weber, stated that the acquisition of the NCC marked a “major step forward” to becoming a mid-tier coal producer, and expedited the development of the company’s second operation immediately on the heels of commissioning its Kangala mine. Kangala is to produce 2.1-million tonnes a year of thermal coal in the first half of 2014.

“Our Roodekop deposit contains an 84-million-tonne coal resource, 82.9-million tonnes of which is measured and is awaiting only the granting of a water use licence before development activities can commence,” said Weber.

He added that in combination with NCC’s established operation and infrastructure, the path forward to bringing the Roodekop mine on stream had been fast-tracked.

The NCC has one of the oldest mines in the country, and has been operational, sporadically, since 1949.

Alexis Fox-Mills, of Merrill DataSite, acted as virtual data room provider, whilst Rand Merchant Bank and EOH Legal Services acted as financial adviser and legal adviser to the vendor respectively. Cliff MacGregor led the team at EOH, and Pieter Nienaber headed the team at Rand Merchant.

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NEW CLYDESDALE COLLIERY DRV Corporate Finance Virtual Data Room Provider

NOVUS ENERGY INC Novus Energy Inc. (TSXV: NVS) announce that the previously announced acquisition of the Company by Yanchang Petroleum International Limited (“Yanchang Petroleum International”) through its indirect wholly-owned subsidiary, Yanchang International (Canada) Limited, pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement”) has been completed. Pursuant to the Arrangement, Novus shareholders will receive C$1.18 in cash per common share of Novus.

Mr. Hugh G. Ross, President and Chief Executive Officer of Novus, stated “The Novus team is excited about our future with Yanchang Petroleum International and I would like to personally extend my sincere thanks to our board members and staff for their dedication, hard work and contribution which has made the completion of the Arrangement possible”.

Cormark Securities Inc., as lead, and FirstEnergy Capital Corp. acted as financial advisers to Novus in the transaction. GMP Securities L.P. acted as special adviser to the Special Committee of the Novus board of directors, and Canaccord Genuity Corp. and Haywood Securities Inc. acted as strategic advisers to Novus. Blake, Cassels & Graydon LLP acted as legal counsel to Novus.

With the completion of the Arrangement, the common shares of Novus are expected to be de-listed from the TSX Venture Exchange in a few trading days.

YANCHANG PETROLEUM INTERNATIONAL

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80 | Acquisition International | July 2014

DEAL DIARY: Financial Services Deals

FIH Erhvervsbank A/S’ sale of activities to Spar Nord Bank A/S has completed.

“The agreement ensures that a large part of FIH’s small and medium sized corporate customers finds a new and suitable home. This is very satisfactory. In addition, the transaction contributes to the needed consolidation of the Danish Banking sector”, comments Christian Dyvig, Chairman of the board in FIH. In connection with the transfer of the customer portfolio, FIH’s branches in Aarhus and Fredericia, as well as part of the Copenhagen office, in total 30 employees, will be taken over by Spar Nord, who has informed that the start-ing point is that existing relations between advisers and customers will con-tinue on a business-as-usual basis. Therefore customers will not generally experience major changes in daily service operations.

According to the transfer agreement, Spar Nord will acquire credit exposures totalling approximately DKK 4.0 bn related to about 900 customers with a maximum credit exposure of less than DKK 50 mm. The credit exposures comprise loans and advances of approximately DKK 2.4 bn, guarantees of approximately DKK 1.3 bn and financial instruments of approximately DKK 0.3 bn.

In FIH’s opinion the transferred customer portfolio has a high credit quality.

For any questions please contact Bjarne Graven Larsen on mobile + 45 20 45 55 90.

FIH ERHVERVSBANK A/S’ SALE

OF ACTIVITIES SPAR NORD BANK A/S DRV CorporateTOFinance Virtual Data Room provider

PFA LIMITED

UNICREDIT

Helios Investment Partners (“Helios”) and Asset & Resource Management Company Limited (“ARM”) have reached an agreement whereby funds advised by Helios will acquire a minority stake in ARM Pension Managers PFA Limited (“ARM Pensions”), a subsidiary of ARM.

AnaCap Financial Partners, the specialist financial services buyout fund, has acquired a €700m portfolio of non-performing loans from Italy’s largest bank Unicredit.

Timi Austen-Peters, Principal Partner of Austen-Peters & Co. who advised Helios Investment Partners said: “I led a team consisting of myself, Mrs. ‘Zena Ibhawoh and Mr. Uzo Ekwegh, in advising Helios Investment Partners. The Firm’s relationship with Helios started in 2004 when Nigeria’s Pension Reform Act was enacted. At that time investment in the pension industry was too risky for a foreign firm. The biggest challenge faced in seeing this deal through to completion was collating the necessary information from different sources to allow investment decisions to be made.

This deal represents an opportunity for Helios to be part of Nigeria’s burgeoning N3 trillion pension industry.”

According to the Financial Times the loans relate to a 1000 credit positions within a 10-year old loan portfolio. The deal follows UniCredit’s sale of €900m of loans to Cerberus European Investments last year.

Timi Austen-Peters

Zena Ibhawoh

EY represented Helios Investment Partners. They were led by Ngoni Mudzamiri and Graham Stokoe, while tax structuring work was led by Paul Warn and tax due diligence by Akinbiyi Abudu.

Uzo Ekwegh The team consisted of EY team members from Nigeria, South Africa, UK and Netherlands. They commented: “EY provided financial and tax due diligence, tax structuring and other transaction advise and support in finalising this transaction. A fully integrated EY team operating across regions meant we could provide Helios with the appropriate advice in an efficient manner. This transaction provides Helios with an investment into a fast growing leading company in Nigeria’s pension administration sector. It was a great experience to have been a part of this transaction.”

G. Elias & Co. represented Helios Investment Partners as their Nigerian Counsel. They were led by Gbolahan Elias and Fred Onuobia, Managing Partner. They commented: “We are delighted to be part of the deal, the deal provides our client the opportunity to invest in the Nigerian pensions’ space through a significant market player.”

HELIOS INVESTMENT PARTNERS ACQUIRES

MINORITY STAKE IN PFA LIMITED DRV Corporate Finance

A number of other Italian banks are also seeking to sell risky loans built up during the two-year recession in Italy.

According to Italy’s banking association gross non-performing loans in the Italian banking sector totalled close to €150bn in November last year, a 22 per cent increase year-on-year.

Representing Unicredit Credit Magament Bank S.P.A. were PAVIA e ANSALDO led by Mario Di Giulio – Partner and assisted by Alessandro Accrocca – Counsel.

Mario Di Giulio

Alessandro Accrocca

Mr Di Giulio commented: “we advise UCCMB on a regular basis on this type of transactions.” He continued: “the portfolio assigned was made of several different portfolios previously transfered from different originators and among other things we helped the client to ensure the definition of common criterias for the assignment.”

On what benefits this deal would bring to UCCMB, Mr Giulio said: “sinergies with exisiting transactions with benefits on the bank’s balance sheet and its servicing activity.” www.pavia-ansaldo.com ANACAP FINANCIAL PARTNERS’

ACQUISITION OF LOANS FROM UNICREDIT DRV Corporate Finance

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Acquisition International | July 2014 | 81

FINANCIAL SERVICES

FIH ERHVERVSBANK

DEAL DIARY: Healthcare Deals BOURN BIOSCIENCE LIMITED Mobeus is pleased to announce an investment to support the geographic expansion of Bourn Bioscience Limited, trading as Bourn Hall Clinic. An initial £3.5 million investment for a minority shareholding is supplemented by a commitment to invest significant follow-on finance.

Bourn Hall Clinic owns and operates the internationally renowned Bourn Hall, near Cambridge; the first IVF clinic in the world. The clinic was founded in 1980 by Robert Edwards and Patrick Steptoe, the IVF pioneers whose work led to the birth of the first test-tube baby, Louise Brown, in 1978. Since its formation, Bourn Hall Clinic has been responsible for the birth of over 15,000 children.

Today the company comprises three full service IVF clinics in Cambridge, Colchester and Norwich, supported by a number of satellite units based in NHS hospitals and its own satellite unit in Wickford. Bourn Hall Clinic is the largest independent fertility services provider in the East of England, employing 120 staff and delivering over 2,500 IVF cycles per annum.

HEALTHCARE

The UK market for fertility services has grown significantly in recent years, driven by increasing acceptance and awareness of IVF procedures, favourable demographics and improved success rates. Bourn Hall Clinic is looking to continue expanding its geographic footprint, leveraging its strong and respected brand and reputation.

Adam Pang, director at Merrill DataSite who represented Bourn Bioscience Limited commented: “Merrill DataSite works closely with Life Science’s businesses and were delighted to be engaged with Bourn through this project to prepare and Adam Pang present their documentation for due diligence, helping secure the investment from Mobeus.”

Adam.Pang@merrillcorp.com www.datasite.com

MOBEUS INVESTMENT IN

BOURN BIOSCIENCE DRV Corporate Finance LIMITED

SENEVITA The ORPEA group, a leading European player in Long-Term Care (nursing homes), Post-Acute Care and Psychiatric Care, has acquired Senevita, a subsidiary of Austrian group SeneCura.

Senevita is a leading Swiss provider of long-term care, with a network of 21 facilities at end-2013.

With the ORPEA group’s support and financial resources, Senevita’s management and development team will naturally be able to gain new authorisations and make new acquisitions, starting in 2014 and continuing into the future.

This will enable it to grow revenue beyond the figure of CHF160 million, which only takes into account the opening of the eight facilities currently under construction.

Yves Le Masne, ORPEA’s CEO, made the following comments: “This strategic acquisition in the first quarter of 2014 is fully in line with ORPEA’s international development aims.

“Senevita is a unique opportunity to obtain a platform for development in Switzerland, where growth in high-quality care facilities and sector consolidation are expected to accelerate in the next few years.

“This deal marks a new phase in ORPEA’s international expansion strategy, which will continue in the next few months since the group has a large amount of financial flexibility.”

Acxit Capital acted as the exclusive financial advisor to Orpéa S.A, with managing partner, Thomas Klack, heading the team. Klack commented: “The acquisition target will give ORPEA a strong position in the German-speaking part of Switzerland with excellent further growth potential because of a Thomas Klack secured expansion pipeline. Also the capital market appreciated ORPEA’s acquisition strategy: the transaction lead directly to an increase of Orpéa’s share price by 3.9% on the first trading day post transaction announcement.” www.acxit.com info@acxit.com

TRACSCARE G Square, a London-based private equity firm dedicated to investing in buy-out and expansion capital in European mid-cap healthcare companies, announces the acquisition of Trascare, a provider of mental health care services in Great Britain and Wales.

Healthcare specialist private equity firm G Square has acquired Tracscare from Sovereign Capital for an undisclosed amount. Established in 1983 Tracscare provides support and care across 75 services for adults with complex needs associated with acquired brain injuries, autistic spectrum disorders, mental health illnesses and both learning and physical disabilities.

Ted Smith, Chairman of Tracscare said “I am delighted that G Square has acquired the Group, Tracscare is an excellent business with enormous potential and I am looking forward to working with G Square as we continue to grow the business.”

Laurent Ganem, Founder and Chief Executive Officer of G Square said “Tracscare fits very well with our pan-European healthcare buy and build investment strategy. We are greatly impressed with the high quality of care and strength of outcomes provided by Tracscare to patients, and we are delighted to have the opportunity to back this management team‘s ambitious growth strategy.”

About G Square G Square is a London-based private equity firm dedicated to investing in European mid-cap healthcare companies with growth potential. G Square Capital I is the first fund managed by G Square, Tracscare marking G Square’s fifth investment.

For more information on G Square, refer to www.gsquarecapital.com.

Bredin Prat also assisted in the transaction.

ORPEA ACQUIRES SENEVITA

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G SQUARE ACQUISITION OF TRACSCARE

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82 | Acquisition International | July 2014

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DEAL DIARY: Real Estate Deals

On June 5 2014, Icade Santé signed an agreement to acquire a portfolio of 3 healthcare establishments in the Pyrénées-Orientales department for € 71 million including taxes.

This portfolio comprises the Saint-Pierre clinic, a major establishment specialized in medicine, surgery and obstetrics in Perpignan, the SaintMichel clinic in Prades, specialized in medicine and surgery, and a follow-up care facility Le Floride in Port-Barcarès.

These clinics are subject to 12-year fixed-term leases signed with the operator Medipole Sud Santé, a major player in private healthcare in the South of France with 16 fully-operating establishments. Medipole Sud Santé is currently about to merge with Médi-Partenaires Group, a key player in private hospitalisation across France whose clinics are already owned by Icade Santé. The new consolidated group will form the second-largest operator in the private hospitalisation sector in France.

ADAMA REI was MEDIPOLE SUD SANTE (MSS) Group’s real estate advisor in this deal-ADAMA REI has been assisting MEDIPOLE SUD SANTE in several acquisitions of clinic’s real Jean-Luc ILLOUZ estate. ADAMA’s team was led

by Jean-Luc ILLOUZ - CHAIRMAN. He said of the deal: “ADAMA used its experience on clinic’s real estate market to answer MSS’S needs about valuation of real estate Clinic assets class, negociations with ICADE SANTE and coordination of team of advisors.

Success’ of the deal included preparation before starting commercialization, expertize in market place and experience in this class of real estate.”

ICADE SANTÉ ACQUISITION OF THREE OF

THE MEDIPOLE SUDFinance SANTÉ GROUP’S CLINICS DRV Corporate Vendor Due Diligence Provider

ROUND HILL CAPITAL

RUSTOMJEE URBANIA

Round Hill Capital is pleased to announce the acquisition, via Round Hill Dutch Residential Investment SCS, of a portfolio of residential units located throughout the Netherlands from funds managed

by CBRE Global Investors for approximately EUR 180 million. The transaction represents the largest Dutch residential portfolio acquisition since the financial crisis.

In April, real estate developer Rustomjee received an investment of around US$61.5m in one of its group companies, Kapstone Constructions Pvt Ltd from the private equity real estate arm of the global investment firm, The Xander Group Inc.

Commenting on the acquisition, Michael Bickford, Founder and CEO of Round Hill Capital, said: “This acquisition is in line with our strategy to expand our residential platform across Europe. With over ten years’ experience successfully investing in and managing residential property, we will use our existing capabilities and expertise, as well as our local knowledge and experience of the Netherland’s property market, to identify new opportunities for our investors.

“We believe the Dutch housing market, which benefits from positive macro-economic trends, together with the cash flow stability of the portfolio and our residential operating capabilities, provide a compelling investment opportunity.”

Robbert van Dijk, Fund Manager, CBRE Dutch Residential Fund commented on the sale: “This is a significant disposal for the Fund and is in line with our strategy to dispose of properties that do not fit the Fund’s investment criteria in the long term. We continuously work towards optimizing the portfolio with active asset management and this sale meets the strategic objectives, allocation targets and long term goals of the Fund.

“The rationale behind selling such a large portfolio as this, was that it optimizes the Fund’s opportunity to reach portfolio composition targets within a short time frame. The Fund seized the opportunity of growing interest of international investors to enter the Dutch Residential market.”

ROUND HILL CAPITAL ACQUISITION

DUTCH RESIDENTIAL DRVOFCorporate Finance PORTFOLIO

The recent investment in Kapstone, and the partnership with Xander, reinforces the growth momentum of the company. The capital received will be utilized for reducing debt and for further growth of the Rustomjee group.

Commenting on the transaction, Boman Irani, chairman at Rustomjee, said: “This is the fifth private equity investment in our company and shows investors’ confidence in us. We are pleased to join hands with Xander. Their extensive industry knowledge and global experience will add significant value to our company. Our emphasis on transparency and fair dealing has ensured that investors are happy to be associated with our projects.

We have provided successful exits to all our previous investors.”

Kapstone is currently developing Rustomjee Urbania, an IGBC-certified, self-sufficient township in Thane, western India, spread across 127 acres.

AZB & Partners, one of the top three corporate law firms in India, acted for Xander Group with a tean led by Delhi partner Hardeep Sachdeva along with senior associates Divyata Shergill and Priyamvada Shenoy.

XANDER GROUP INVESTMENT IN

RUSTOMJEE URBANIA DRV Corporate Finance

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Acquisition International | July 2014 | 83

REAL ESTATE

MEDIPOLE SUD SANTÉ GROUP

DEAL DIARY: Support Services Deals HILITE

SWELL

Hilite International, a leading global supplier of highly engineered automotive engine and transmission components, will continue its international growth strategy as part of AVIC Electromechanical Systems Co., Ltd. (AVICEM), a subsidiary of Aviation Industry Corporation of China (AVIC), a large stateowned enterprise in China and ranked 212 in Fortune 500. As announced today, 3i Group plc, hitherto majority shareholder of Hilite, divests the company to AVICEM in a transaction valuing Hilite at an enterprise value of approximately €473 million. The transaction enables Hilite to enter the next stage of its corporate development and global expansion within the worldwide network of AVICEM. Karl Hammer, CEO of Hilite commented: “In what has been essentially the most profound transformation in our corporate history, 3i has been an ideal partner to leverage the vast opportunities that result out of the global megatrends fuel efficiency and emission reduction. Together with AVICEM, we will continue our momentum, building a sustainable foundation for further growth.

AVICEM and Hilite are a perfect fit. We complete their existing powertrain portfolio with best-inclass technology and expertise available, and get superior access to Asian markets and to the customer base of one of the fastest growing supplier networks worldwide.”

Mr. Jian Wang, CEO of AVICEM, is looking forward to welcoming Hilite as a member of AVICEM: “we are very excited to become the new shareholder of Hilite, a leader in the fuel efficiency and emission reduction technology. We believe this acquisition will further strengthen AVICEM’s leading position in the powertrain technology applied to core systems of vehicle/vessel, enable us to become a leader in fuel efficiency and emission reduction and play an active and positive role to the global environment.”

AVIC ELECTROMECHANICAL SYSTEMS CO

ACQUISITION OF HILITE DRV Corporate Finance

GPEF II fund managed by Genesis Capital completed within a short timeframe another acquisition. One of the most active private equity funds became the new owner of Swell, spol. s.r.o., a Czech company focused on applied research and development in the automotive industry.

Zdeněk Mikuláš

Švehlík & Mikuláš advokati, led

by Zdeněk Mikuláš, partner and Ondřej Nejedlý, senior associate who represented Messrs. Lubomír Drašar and Pavel Krois commented: “we were hired by the sellers for the transaction on recommendation by EY Czech Republic.”

Speaking about the challenges faced seeing this deal through to completion they said: “The part of the bilateral negotiations between the sellers and the purchaser was extremely smooth Ondřej Nejedlý and straightforward process especially thanks to the transaction experience of the individuals involved in the transaction and thanks to the fact that the individuals knew each other from previous transactions. For the sellers this was the ultimate a final exit from the company they developed over the last 20 years.”

They concluded: “This transaction is a great example how to successfully manage and close a complex M&A transaction in the SME segment very efficiently, flexibly and with the strong value for money aspect on the side of financial and legal advisors.”

VISTA RETAIL SUPPORT MBO Vista Retail Support has announced that its senior management team has completed a management buyout of the business, with the support of private equity house WestBridge Capital. The secondary buyout was valued at £12.3 million.

This deal sees a majority shareholding being acquired by the existing senior management led by managing director Vince Haffenden, technical services director James Pepper and sales and marketing director Richard Cottrell. In addition, current chairman, Keith Brooks, will continue in the role of non executive chair.

David McClelland

David McClelland, director, Carlton Strategy Advisors Ltd who represented WestBridge Capital said: “In addition to Vista Retail Support, CSA has supported WestBridge in its separate and successive investments in Energist Group, Aero Stanrew and Linkfresh.

“A key element of the commercial due diligence undertaken by CSA on behalf of its client, WestBridge, was to understand the dynamics of the retail environment, especially high street consumer spending, online retail/click and collect in addition to developments in in-store technology across payment systems, stock and inventory management and customer marketing and promotions.”

Zdenek.mikulas@samak.cz Ondrej.nejedly@samak.cz www.samak.cz

GENESIS ACQUISITION OF SWELL

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84 | Acquisition International | July 2014

DEAL DIARY: TMT Deals BRANDWATCH

ENTANET MBO

WORKFORCE SOFTWARE

Brandwatch, one of the world’s leading social media analytics and listening companies, today announced new funding to accelerate development of its social intelligence platforms and to continue its rapid international expansion. The $22 million round was led by new investor Highland Capital Partners Europe with significant participation from Nauta Capital and other existing investors.

Highland’s investment follows a previous round of $6 Million led by Nauta Capital in 2012 as well as earlier investment from the Gorkana Group.

Mobeus Equity Partners has invested £6m in the management buyout of Entanet, one of the UK’s leading independent wholesale voice and data communications providers.

WorkForce Software, a leading provider of workforce management solutions, announced in April that New York-based Insight Venture Partners has assumed a majority equity position in the company.

The company provides a diverse portfolio of business class data and voice services via a network of over 2,000 wholesale and reseller channel partners in the UK. Entanet has revenues of c. £27m and eomploys 80 people.

The recent investment by Insight Venture PartWORKFORCE SOFTWARE ners, a leading venture capital and private equity firm investing in eCommerce, internet, on-premise and SaaS-based software and data services companies, will accelerate WorkForce Software’s global expansion, including scaling operations to support the company’s rapidly growing client base.

After another year of more than 100% growth, Brandwatch plans to use the funding to double its product and engineering teams, to triple its investment in physical infrastructure, and to significantly accelerate implementation of new data sources with a particular focus on emerging social platforms in Asia. The company will also continue to capitalize on its rapid international and North American expansion where over 1,000 brands, including 30 Fortune 100 companies, currently use its social intelligence platform to gather and manage actionable, timely insights from the social web.

Led by Michael Paylor, Associate Partner, AKF Partners represented Highland Capital Partners Europe, they were hired by Sam Brooks.

They commented: “The technical due diligence went smoothly thanks to the talented teams at Brandwatch and Highland. It was a pleasure working with the talented teams at Highland and Brandwatch and we wish them both continued success.”

Mike.Paylor@akfpartners.com www.akfpartners.com

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DEAL Entanet was originally established in 1996 by a Taiwanese entrepreneur who was looking to partially realise value as part of his retirement and succession plans. The transaction was put together as a ‘best of both worlds’ MBO deal in which the vendor sold down part of his holding for cash and rolled over the balance in the institutional strip alongside Mobeus in order to benefit from ongoing yield and further equity upside.

FINANCE Mobeus provided a combined debt and equity package, investing alongside the vendor on a pari passu basis.

MANAGEMENT SOLUTION As part of the transaction, Mobeus introduced an experienced non-executive, Richard Atkins, who joined as investing Chairman. Atkins has significant telecoms, IT services and private equity experience.

TRANSACTING EXPERTISE Entanet had been part of a group of companies.

Mobeus worked with the management team and corporate finance advisers for an extended period to deal with a number of separation issues. It was also veryimportant during the process to be empathetic to the needs of the vendor who had not previously worked with private equity and was focussed on selecting the right partner for himself and the business.

MOBEUS INVESTMENT IN ENTANET MBO

DRV Corporate Finance

Kevin Choksi, CEO and co-founder of WorkForce Software, said: “We’ve forged an environment where talented professionals put their skills and creativity to work in ways that deliver direct and tangible results for clients. It’s a culture of innovation and excellence, a philosophy that is shared by the team at Insight Venture Partners.

This is an ideal partnership that will expedite our global expansion, benefitting our employees and clients alike.”

Ryan Hinkle, managing director at Insight Venture Partners, said: “WorkForce Software fits clearly within our strategy of investing in growing companies serving large global industries via leading technology solutions. We look forward to working with Kevin and his team as they guide WorkForce Software in its next phase of exponential growth.”

Lazard served as financial adviser and Miller Canfield served as legal counsel to WorkForce Software during the transaction. Willkie Farr & Gallagher LLP served as counsel to Insight Venture Partners. Deloitte served as tax adviser and Merrill DataSite was the virtual data room provider.

WORKFORCE SOFTWARE

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TMT

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DEAL DIARY: TMT Deals NOVADATA

ORANGE UGANDA

RINA

Claranet, one of Europe’s leading independent managed services providers, has acquired Dutch cloud services provider NovaData, as part of its continued expansion across Western Europe, creating the largest cloud services provider to the mid-market in the region. The acquisition of NovaData strengthens Claranet’s position as the leading provider of managed hosting and application management services in The Netherlands.

The telecommunications company Africell Holding has signed an agreement with the Orange Group to acquire its majority stake in Orange Uganda, PANA reported Monday. The transaction, upon completion following regulatory approval, would bring Africell’s portfolio to four operations with a total market potential of over 120 million inhabitants.

Intesa Sanpaolo – through the Merchant Banking Management of its Corporate and Investment Banking Division – and VEI Capital - investment company of Palladio Finanziaria in the Private Equity Mid-Cap segment – have agreed to buy a stake in RINA S.p.A., parent company of the RINA Group, Italy’s leading E-TIC (Engineering, Testing, Inspection, Certification) service provider.

“Uganda with a population of over 37 million and a penetration rate of 50% was well within the criteria we had set to further expand in Africa targeting high potential and high growth markets” says Ziad Dalloul, Chairman and Chief Executive Officer of the Africell Group.

“As a financial partner, Intesa Sanpaolo intends to back the company to accelerate the completion of its evolution process that is already under way”, - stated Marco Cerrina Feroni, head of Intesa Sanpaolo Merchant Banking Management.

- “Indeed, the investment represents an opportunity to take a stake in an historical company of Italian heritage, very well-managed and with excellent growth opportunities, completing a path of major strategic and managerial change”.

Valegis Advocaten represented Claranet in the acquisition of Dutch based company NovaData. The Valegis team was led by Joris van der Goes (partner) and consisted of Tim van der Maas Joris van der Goes (partner), Bardies Bassyouni and Natascha Niewold. Valegis was hired by Claranet due to its excellent expertise in the datacenter and managed services business.

Mr. van der Goes commented: “As in all cross-border transactions, the major challenge was to bridge gaps where cultural and legal differences caused confusion. Careful listening and open communication helped a lot in this respect.”

The acquisition of NovaData enables both companies to realize their ambitions for further growth in cloud computing and managed services on the Dutch market, which still is an interesting market in Europe, the working area of Claranet.

Africell would still be looking to add one more market to its portfolio before the end of 2015 to further expand and diversify its portfolio to cover West, Central, and East Africa.

Africell holds a dominant leading market share in Gambia and Sierra Leone and was able to achieve a 20% market share in the Democratic Republic of Congo in less than two years of operations facing well established operators.

The group currently has over 9 million active subscribers, projected to reach 11 million by year’s end.

j.vandergoes@valegis.com www.valegis.com

CLARANET ACQUISITION OF NOVADATA

DRV Corporate Finance

AFRICELL HOLDING ACQUIRES

MAJORITY STAKE IN ORANGE UGANDA DRV Corporate Finance

“The operation” – said Sergio Ravagli, Managing Partner of Palladio Finanziaria – “comes within the context of ‘expansion capital’ investment in companies with a high development potential, as recently occurred with inflow into the capital of the Fila group. The backing of financial partners in respect of a sound and well-prepared management will enable the RINA Group to take up new growth opportunities in Italy and abroad”.

Alvaro Ortega, Merrill DataSite director in Italy, was the lead on this project in which they provided the secure virtual data room environment to carry out due diligence. Merrill DataSite ensured confidentiality was always mainAlvaro Ortega tained to the highest standards, while providing a global platform to enable easy accessibility and efficiency that help in reducing transaction times, while adding value for the client.

INTESA SANPAOLO AND VEI CAPITAL

TAKE A STAKE IN RINA SPA DRV Corporate Finance Virtual Data Room Provider

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Vendor Due Diligence Provider Legal Adviser to the Equity Provider

86 | Acquisition International | July 2014

playHARD Acquisition International’s monthly lifestyle section

A Different Beast

The new 2015 Dodge Challenger SRT Hellcat

Find Your Paradise The Sarojin, Khao Lak, Thailand

Philanthropy Focus The Billionaires Making a Difference

A World Away

Woodman Estate Hotel, Melbourne, Australia

playHARD Hotel Review

Email: reservations@sarojin.com Web: www.sarojin.com Tel: +66 0 76 427 900 4 Address: The Sarojin, Khao Lak, 60, Moo 2, Kukkak, Takuapa, Phang Nga 82190, Thailand

Fi the Sa rojin, nd Your Par Khao Lak, T adise… hailan d Set in lush tropical gardens and bordering a secluded white sandy beach, the Sarojin, in idyllic Khao Lak, Thailand, is a supremely peaceful and refined resort.

Khao Lak is a series of sleepy villages on the Andaman coast of southern Thailand. Nestled within this beautiful and peaceful community – which is mercifully free of any nightlife – is the Sarojin resort.

The Sarojin features 56 luxurious guest residences, each privately accessed and situated in seven separate two storey buildings. Careful design allows abundant space and privacy to blend harmoniously with nature.

There are several distinct room types. Beautifully ensconced amongst the gardens, each Garden Residence exemplifies peace, serenity and harmony.

The twenty-eight one-bedroom residences are situated in a garden setting on the ground floor of each building, complete with an outdoor Thai sala (a small open pavilion) and garden terrace.

Private and tucked into a peaceful garden setting on the ground floor corner of each building, the Pool Residences are exemplars of blissful living. The fourteen one-bedroom suites are complete with pool, sala, sun garden and terrace.

Truly luxurious and extremely spacious, more than just a place to rest your head, the Sarojin Suites are a home away from home. The fourteen one-bedroom suites are privately situated on the upper floor and offer a luxurious amount of living space with separate bedroom and lounge areas and complete with outdoor relaxation pool and garden sun terrace with magnificent garden views.

Finally, the two-bedroom residence combines a connecting garden and pool residence, offering plenty of living space along with access to a pool. This residence is perfectly suited for a larger family, providing privacy when required between the bedrooms and separate entrance doors.

When it comes to dinner time at the Sarojin, ingredients are fresh, chefs are passionate and tables are set in extraordinary locations.

At the Sarojin there are no restrictions and guests are encouraged to dine wherever they wish around the resort. Whether it’s a romantic candlelit dinner next to a jungle waterfall or on a private sand isle, a gourmet picnic breakfast on a secluded white sand beach, or a private dinner in a pool island pavilion or in your own sala, the Sarojin’s staff will make it happen for you.

Gourmands may also be interested in the Sarojin’s range of innovative cooking classes. It starts with a trip to a local market with your chef to learn about local produce and alternatives available in your home country. You taste and select ingredients before returning to the hotel kitchen to cook a delicious lunch, under the watchful eyes of your chef and perhaps while enjoying a glass of wine.

For adventurous types, there are plenty of opportunities to explore the idyllic surrounding areas.

A team of personal guides and the resorts “imagineer” – the ultimate personal concierge – delight in creating tailor made experiences and offer a wide variety of private and unique excursions into the surrounding areas of outstanding beauty and an opportunity to glimpse into authentic Thai life.

You can cruise on a luxury boat, take a dive trip around the awe-inspiring Similan islands, canoe through secluded sea caves or enjoy a personal jungle adventure, complete with champagne.

Alternatively, swim with elephants, discover mangrove fishing villages by traditional pleat boat or explore temples at sunrise.

If all that sounds a bit too strenuous, head down to the Pathways spa, a secluded haven that lulls its guests with sounds of the Andaman Sea and a wide range of treatments.

playHARD e cus: ThDifference o F y p ga thro Philan aires Makin Billion AI takes a look at some of the world’s richest individuals who are using their wealth for good In July, Warren Buffett, the American billionaire, donated US$2.8bn to nonprofit organisation the Bill and Melinda Gates Foundation, as well as several other charities, as part of his annual giving pledge.

The donation includes 16.59 million shares of Berkshire Hathaway, the multinational conglomerate holding company of which Buffett is the founder, worth US$2.1bn, and is aimed at causes such as ending world poverty and aiding US schools. It breaks Buffet’s annual personal philanthropy record of US$2.6m, which he gave in 2013, and takes his personal fortune from US$65.9bn down to US$63.1bn.

Buffett, who has pledged to give away 99% of his fortune, has given away nearly US$23bn so far. Buffett and Bill Gates (who is the world’s top giver with donations totalling US$28bn to date) are the world’s most generous philanthropists as well as the leading advocates of giving to other fellow billionaires.

Let’s take a look at some of the other billionaires who are using their wealth to make a difference in the world.

George Soros (Pictured Right) A list of Soros’ philanthropic activities on the web site of the Open Society Foundations, the Hungarian-born American business magnate, investor, and philanthropist’s network of grant-making operations, spans 500 pages.

Soros, whose net worth is US$23bn, has been active as a philanthropist since the 1970s, when he began providing funds to help black students attend the University of Cape Town in apartheid South Africa, and began funding dissident movements behind the iron curtain.

To date he has he has donated more than $6 billion for various causes.

Wang Jianlin (Pictured Right) Ranked by Forbes magazine as the richest man in China, with a net worth of US$14.7bn, Wang Jianlin, chairman of Dalian Wanda Group, a conglomerate company with activities in real estate, tourism, hotels, and entertainment, has donated more than US$1.6bn, mostly focused on charitable causes in his native country.

These causes have included the reconstruction of a historic temple in the city of Nanjing, and an effort to improve the Chinese football system by investing US$78m in the Chinese Football Association over three years.

Azim Premji The chairman of Wipro Limited, a multinational IT consulting and system integration services company headquartered in Bangalore, India, has, throughout the years, donated more than US$2bn to various education and health care causes.

In 2001, Premji, whose net worth is US$15.2bn, founded the Azim Premji Foundation, a non-profit organisation which operates across a numer of Indian states, with a vision to significantly contribute to achieving quality universal education that facilitates a just, equitable, humane and sustainable society.

The foundation has worked largely in rural areas to help contribute to the improvement of quality and equity of school education.

Li Ka Shing The Hong Kong business magnate and investor, whose net worth is US$34.4bn, has, through the Li Ka Shing Foundation, pledged to donate one-third of his assets to support philanthropic projects.

The Li Ka Shing Foundation supports projects that promote social progress through expanding access to quality education and medical services and research, encouraging cultural diversity and community involvement.

Li has called for other Asian entrepreneurs to do the same, in the hope of changing the traditional notion of passing wealth through lineage.

Mark Zuckerberg (Pictured) and Priscilla Chan The Facebook founder (net worth US$29.7bn) and his wife were named joint top US philanthropists for 2013 after a donation of 18 million Facebook shares, worth more than US$970m, to a Silicon Valley foundation.

Over the past two years, Zuckerberg and Chan have donated about 36 million Facebook shares to the Silicon Valley Community Foundation, a charity that manages and distributes charitable funds. The shares have helped to make the foundation one of the largest in the US. Funds have broadly been distributed to education and health, an example being the US$5m being distributed to a health clinic in the Californian city of East Palo Alto.

Frederic Legrand / Shutterstock.com

playHARD Hotel Review

A World Away

Woodman Estate Hotel, on the Mornington Peninsula, is only an hour away from southern Australia’s vibrant city of Melbourne, but offers a true escape to a bygone era of tradition and elegance.

Nestled within 50 acres of rolling pastures and lush fragrant bush land, the estate is set amid an extensive formal garden of box hedges, rose gardens, herbaceous borders and sweeping lawns to the lake’s edge. The hotel overlooks a breath-taking private lake that boasts its very own island.

The Mornington Peninsula is only an hour’s drive from Melbourne, but it seems a world away. Surrounded

by Port Phillip to the west, Western Port to the east and Bass Strait to the south, and connected to the mainland in the north, the peninsula has an air that’s reminiscent of the Mediterranean, with numerous vineyards and olive groves.

Woodman Estate offers all the elegance and tradition of a bygone era complete with all the comfort and convenience of the modern day. The estate is a majestic example of timeless style and brilliant design.

One of the most stunning landmarks on the Mornington Peninsula is Woodman Estate – a luxury country hotel with an acclaimed restaurant and a new spa retreat.

The Woodman Estate’s beauty and serenity is easily accessible.

Three luxurious lakeside chalets are located right on the water’s edge. This penthouse style accommodation is the ultimate in luxury and elegance. Each chalet features a private lounge-cum-dining room with open fire, velvet sofa and cosy wingback chair and ottoman.

The separate king sized bedroom has a handmade mahogany four-poster bed and shutters that open over the spa tub offering sweeping views of the lake from every aspect. Lakeside chalet packages start from AU$795 (£438) per couple per night.

This luxury accommodation has been lauded by both Australian and international guests. The estate features exquisite detail including ornate decorated cornices, ceiling roses, dado panelling, stained glass windows and antique fittings.

There are also three stylish and opulent spa suites overlooking the lake. Situated in both the lodge and the manor house, lake views are complemented by spa baths, sumptuous imported fabrics and a spacious king size bedroom. Packages in these suites start from AU$560 (£309) per couple per night.

The estate offers three different styles of suite for you to enjoy. You can indulge yourself and choose to stay in either individually-designed lodge or manor house suites and rooms or opt for the luxurious lakeside chalets.

Four deluxe rooms overlook the surrounding gardens and pasture and bush land. Situated in both the lodge and manor house, these rooms provide the ideal place to enjoy the resort style facilities at Woodman Estate

Web: www.woodmanestate.com E-mail: info@woodmanestate.com Tel: +613 5978 8455 Address: Woodman Estate, 136 Graydens Road, Moorooduc, Victoria, 3933 Australia

and the diversity of the Mornington Peninsula. Packages in these deluxe rooms start from AU$360 (£198) per couple per night.

The estate’s spa is the perfect place to unwind, and there are some fascinating treatments available.

The Kodo body massage is inspired by traditional Australian Aboriginal techniques which tone and realign energy flow, enhancing mind and body balance and wellness. A combination of pressure points and spiralling movements ground and uplift, balancing the body’s energies. A choice of native aromatic oils are selected to address individual client needs - to rejuvenate, harmonise or detoxify.

The Hot Rocks massage takes you to amazing new levels of relaxation through expert use of heated lava rocks gliding over and into your muscles, melting your tension away.

And, while you’re feeling relaxed, why not add in the Paudi head treatment. This de-stressing massage focuses on the many pressure points of the scalp while your hair is nourished with a quandong hair mask.

Dining at Woodman Estate provides many options. You can enjoy formal dining, the elegant à la carte brasserie or the newly completed lakeside terrace.

Gourmet food is the order of the day. The best in local and seasonal produce from the region is complemented by the Estate’s extensive herb gardens.

Service levels are everything you’d expect of a five star establishment, with the estate’s cellar full to bursting with wines from the acclaimed wine making region of the Mornington Peninsula, other regions of Australia and overseas.

A great way to spend a couple of hours is on one of the hotel’s mushroom foraging tours. Together with the Woodman’s lead forager Reade Smith, you’ll wander the estate and learn about all things fungi –and, most

importantly, what to eat and what are deadly! The tour is followed by a two course light lunch and a glass of Woodman Estate wine at the Woodman’s Brasserie Restaurant (with mushrooms part of the dining fare, of course).

There’s plenty to do if you want to get out and about.

The Mornington Peninsula is easy to explore at a leisurely pace. You can travel the length of the peninsula’s coastlines, stopping at the numerous seaside villages, or just meander back and forth from one coast to the other on country roads with glorious views.

And remember, the vibrant city of Melbourne is just an hour’s drive away. Enjoy the colour and life of Victoria market, chic international designer boutiques, innovative and quirky high street shops, hidden gems in arcades and quality department stores.

Magnificent gardens and parks abound. Check out the Royal Botanic Gardens and “the Tan” jogging track, or enjoy a stroll along the banks of the Yarra River.

playHARD rent A Diffe

Beast

With its new 2015 Challenger SRT Hellcat, Dodge is racing to the front line of the horsepower wars and giving its owners full-on bragging rights at the drag strip The Dodge Challenger SRT Hellcat, which will start arriving in dealerships in the third quarter of 2014, is, quite simply, the fastest muscle car ever made.

“The new 2015 Dodge Challenger raises the bar to a level some of us never thought we’d see,” says Tim Kuniskis, president and CEO, Dodge and SRT Brands. “With the new Challenger SRT Hellcat, we’re reaching deep into our history and bringing back the notion from the muscle car era of the street and strip dual-purpose car.”

The fastest muscle car ever (proof of its drag strip credentials can be seen in its National Hot Rod Association-certified quarter-mile elapsed time of 11.2 seconds at 125mph, or just 10.8 seconds at 126mph when fitted with drag radials) is also the most powerful muscle car ever, thanks to the Challenger SRT’s HEMI Hellcat engine, which delivers an unprecedented 707 horsepower and 650 lb.-ft. of torque.

“Not only can Challenger run 10 seconds on the drag strip, but you can also fit your family and drive cross country. This new 2015 Dodge Challenger is the ultimate GT muscle car,” says Kuniskis.

In addition to the awe-inspiring 707 horsepower of the new Hellcat HEMI, the new Challenger has been redesigned and totally re-engineered to be the most true-to-form muscle coupe on the market, with performance-enhancing technologies inside and out. That includes the new TorqueFlite eight-speed automatic transmission or six-speed manual and an all-new interior inspired by the classic 1971 Challenger.

Pricing for the Hellcat-equipped Challenger has not been announced. But we can probably expect the Challenger to fall somewhere between its nearest rivals, Ford’s $55,000 Shelby Mustang and Chevy’s $72,000 Camaro Z/28.