Acquisition International June 2014

www.ACQUISITION-INTL.com / June 2014 /

Edge Investments Proves Growth Potential of Creative Sector / 16 Pictured right: David Glick, CEO, Edge Investments

Altran acquisition of Foliage Inc. / 12

Ulmon Receives Funding. / 14

Energy XXI Acquires EPL Oil & Gas. / 18

invendo medical Closes â‚Ź20m Equity Capital Funding Led by Xeraya Capital. / 22

New issue strengthens CybAero. / 24

Delucchi Holdings Acquisition of eBrains. / 25

SocietyOne Completes $8.5m Series A Investment Round. / 26

Quinpario Acquisition Corp.

Acquisition of Jason Incorporated . / 20

SWARCO acquires the British APT Group. / 28

Inside this issue The 2014 Q1 Review Augentius, K-San and Nuclea Biotechnologies / 31

2014: Growth and Trends in Relocation. The FIDI Global Alliance / 46

BRICS: Centre Stage, But for How Long?

Toron, Torihara e Szafir Advogados / 42

BVI: The Go-To Offshore Investment Market.

The BVI International Finance Centre / 54

Utilising Third Party Fund Administrators.

UMB Fund Services / 59

Islamic Finance: Dominating the Global Banking Industry Shearman & Sterling / 66

Turkey: A Leading Market amongst the MINT region?

Destek Patent / 63

Measuring the Effectiveness of Mediation.

The TCM Group / 71

The Cayman Islands: A Core Location for International Trade. Walkers Global Investment Funds Group / 75 Colombia: Enticing Investors Worldwide. Ramirez & Cardons Abogados / 87

DEEP & FAR Attorneys-at-Law 13th F1., No. 27, Sec. 3, Chung San N. Rd. Taipei 104, Taiwan, R.O.C. Tel: +886-2-2585-6688 Fax: +886-2-25989900/25978989 email@deepnfar.com.tw Deep & Far was founded in 1992 and is one of the largest law firms in this country.

The firm is presently focused on the practice in separate or in combination of all aspects of intellectual property rights (IPRs) including patents, trademarks, copyrights, trade secrets, unfair competition, and/or licensing, counseling, litigation and/ or transaction thereof. Since this firm edges itself into the IPRs field, the firm quickly comes to fame. As an illustration, this firm often is one of the largest sources from which foreign filing orders originate.

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

The patent attorneys and patent engineers in this firm normally hold outstanding and advanced degrees and are generally graduated from the top five universities in this country and/or the university in the US. Our prominent staffs are dedicated to provide the best quality service in IPRs. As a proof, about one half of top 100 incorporations in this country have experiences of seeking patented their techniques, but more than one fifth of the top 100 incorporations are/were clients of this firm.

Furthermore, Hi-Tech companies in the science-based industrial park located at Hsin Chu play an important role in booming the economy of this country. About one half of which have experiences in seeking patented their techniques, and out of more than 60% of the patent-experienced companies in that park have ever entrusted their IPR works to this firm.

We have experienced in seeking IPR-protections for our clients in more than 100 territories all over the world. We have thousands of IPR-cases respectively prosecuted before official Patent Offices of major industrialized countries.

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

www.deepnfar.com.tw

CONTENTS: June 2014

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

Following hot on the heels of our recent M&A Awards, new statistics have been released sending a clear message: M&A is back with a vengeance.

CONTENTS — June 2014

The report, by global valuation specialists American Appraisal, shows that dealmakers are set to pay 23% more for companies by 2015.

This comes amid improving macroeconomic conditions in the US and Europe, maintained performance in China, improved debt markets and more available capital by companies and private equity firms alike.

The number of global deals reached 14,000 in 2013, the highest number of M&A transactions since 2007.

The biggest rise came in the TMT sector, where companies saw multiples jump to 9.5x in 2013 – and a post-crisis peak of 11.7x is expected in 2015. Meanwhile, total deal values rose in the sector from US$331bn in 2012 to US$511bn in 2013.

This is great news, as I’m sure you’ll agree. And there’s lots more good news waiting for you within the pages of this month’s Acquisition International.

We’ve been looking at why the British Virgin Islands are prime investment territory, marvelling at the continuing rise of the Mexico market and examining why the Islamic financial industry is flourishing (and not just in the Middle East).

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

Enjoy the issue.

Mark Toon, Editor editor@acquisition-intl.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/

Deal of the Month: Edge Investments sells leading children’s fiction companies Working Partners and Beast Quest to Coolabi.

Edge Investments, the specialist fund manager focused on the creative industries, has sold its stake in children’s fiction specialists Working Partners and Beast Quest. /16 News: /4 The Latest News Stories From Around The World.

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

Dealmaker of the Month: /10 ATU Restructuring.

Deal Diary: /96 Introduced

by Zephyr/ Bureau van Dijk.

PlayHard: /107 @acquisition_int

Acquisition International’s Monthly Lifestyle Review.

12/ 31/ 35/ 40/ 42/ 44/ 45/ 48/ 50/ 52/ 53/ 54/ 57/ 59/ 63/ 64/ 65/ 66/ 67/ 68/ 71/ 72/ 73/ 74/ 75/ 76/ 78/ 79/ 80/ 81/ 83/ 85/ 87/ 88/ 89/ 91/ 92/

Deals of the Month Q1 Review Q2 Mid-Year Review A Complete Exit Solution to Deliver Maximum Success The BRICS: Centre Stage, But for How Long?

Russia: The BRICS Top Conteder?

2014: Growth and Trends in Relocation Introducing 2014’s Most Regarded Insolvency Practitioners Measuring the Pulse of Africa’s Economy The New Era of Growth in Cross Border M&A An Italian Revolution: Reviving the Economy BVI: The Go-To Offshore Investment Market Macedonia: Excelling in a Competitive Climate Utilising Third Party Fund Administrators Turkey: A Leading Market amongst the MINT region?

Mexico: A Leading Market amongst the MINT region?

Bulgaria: History of East European success Islamic Finance: Dominating the Global Banking Industry Switzerland: A Safe Haven for Investors Measuring International Equality Measuring the Effectiveness of Mediation Tunisia: A Success Story?

Pakistan: Powering Forward The Bahamas: A Paradise for Many Reasons The Cayman Islands: A Core Location for International Trade Yemen: an Upcoming Global Investment Hub? M&A – Making the Deal Work The South West: Soon to be England’s Front Runner?

Partnering with Swaziland: 2014’s Pipeline to Success The attractiveness of the Republic of Belarus for foreign manufacturers: Technical regulation issues The Underwriting Evolution Regulating Complex Aviation Disputes Colombia: Enticing Investors Worldwide Romania on the Rise Perils of the sea in contracts of affreightment Intellectual Property in Zimbabwe Global directory

Acquisition International | June 2014 |

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NEWS: from around the world

News: from around the world News in brief World Cup fever fuels electrical sector boom British shoppers spent £8.2bn online on electrical items and new clothing to enjoy the World Cup, fuelling a predicted surge for the electrical sector during June, according to figures from the IMRG Capgemini e-Retail Sales Index. The electrical sector surged 19% in May, but based on previous figures during major summer football tournaments, IMRG and Capgemini predict the World Cup could result in a huge 30% increase in sales during June. The previous World Cup in 2010 and the European Championships in 2012, resulted in an increase of 26% and 35% respectively as football fans upgraded their TVs to watch their teams.

Marketers expect digital revolution A majority (78%) of marketing executives believe corporate marketing will undergo a fundamental transformation over the next five years due to the use of analytics, digital and mobile technologies, according to a new global survey by Accenture.

However, 79% believe their company will not be a fully operationalized digital business in the same amount of time. Accenture states that to drive this digital transformation marketing executives must play a bigger role In C-suite collaboration and technology and channel integration, noting that more than one third of the executives surveyed expect digital spending to account for more than 75% of their marketing budgets within five years.

The world’s most tax-competitive nation?

Canada is the most tax-competitive country for business globally, according to KPMG’s Competitive Alternatives 2014: Focus on Tax report. Canada’s top international ranking is mainly due to low effective corporate income tax policy combined with moderate statutory labour costs as well as its harmonised sales taxes. The UK took second spot with Mexico landing in third in terms of tax competitiveness. The study revealed there is no standard approach in setting tax policy among the countries studied. Although the types of taxes used to raise government revenues are generally similar among countries, there is a large range in how these taxes are weighted and applied, the study shows.

Withdrawn M&A Value Highest Since 2008 The value of withdrawn global M&A has reached US$271bn year to date – the highest total since 2008, according to analysis from Deloitte. Pfizer’s unsuccessful bid for AstraZeneca accounts for 43% of the withdrawn total value, and is the only deal this year that makes the top ten of largest global withdrawn deals since 2005. “Incomplete blockbuster deals have pushed the proportion of withdrawn deal values to 20% against the longterm average of 15%,” said Iain Macmillan, head of M&A at Deloitte. “However, the percentage of withdrawn deal volumes remains consistent with previous years, with just 3% of announced deals withdrawn this year.”

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| Acquisition International | June 2014

Global violence cost the economy US$9.8tn last year Increases in the global economic impact of violence, including terrorism and conflict, and its containment, are equivalent to 19% of global economic growth from 2012 to 2013.

NEWS: from around the world Alexander Ishchenko / Shutterstock.com

The economic impact of containing and dealing with the consequences of global violence in 2013 was estimated to be US$9.8tn, according to the latest Global Peace Index (GPI). This is equivalent to 11.3% of global GDP – equal to twice the size of the 54 countries in the African economy.

Terrorist activity, the number of conflicts fought and the number of refugees and displaced persons were the key contributors to the continuing deterioration in global peacefulness last year. This confirms a seven-year gradual, but significant downward slide, which overturns a 60-year trend of increasing global peacefulness dating back to the end of the Second World War. Steve Killelea, founder and Executive Chairman of the IEP, said: “Many macro factors have driven the deterioration in peace over the last seven years including the continued economic repercussions of the global financial crisis, the reverberations of the Arab Spring, and the continued spread of terrorism. As these effects are likely to continue into the near future; a strong rebound in peace is unlikely.

“This is resulting in very real costs to the world economy; increases in the global economic impact of violence and its containment are equivalent to 19% of global economic growth from 2012 to 2013. To put this in perspective, this is around US$1,350 per person. The danger is that we fall into a negative cycle: low economic growth leads to higher levels of violence, the containment of which produces lower economic growth.”

The Institute for Economics and Peace (IEP), which produces the report, has also developed new statistical modelling techniques to identify the 10 countries most threatened by increased levels of unrest and violence in the next two years. These models have a 90% historical accuracy. Countries with higher levels of risk include Zambia, Haiti, Argentina, Chad, Bosnia and Herzegovina, Nepal, Burundi, Georgia, Liberia and World Cup 2022 host Qatar.

The new methodology analyses a data set stretching back to 1996, and compares countries with the performance of states with similar institutional characteristics.

“What is transformational in this analysis is our ability to compare a country’s current level of peace with the potential for it to increase or decrease in violence in the future. A country’s potential for peace is shaped by many positive factors including sound institutions, well-functioning government, low levels of corruption and a pro-business environment all of which we call the Pillars of Peace. These models are revolutionary for assessing country risk; positive peace factors tend to align over longer periods of time with actual levels of violence thereby allowing real predictive accuracy,” said Killelea.

“Given the deteriorating global situation we cannot be complacent about the institutional bedrocks for peace: our research shows that peace is unlikely to flourish without deep foundations. This is a wakeup call to governments, development agencies, investors and the wider international community that building peace is the prerequisite for economic and social development.”

Africa, a favourite destination for foreign capital, is becoming a tale of two continents: four countries improved by more than 5% in 2014 while three countries deteriorated by more than 5%. Four of the top ten most improved countries from last year were Sub-Saharan African countries: Cote d’Ivoire, Burundi, Madagascar and Ethiopia. In contrast, four Sub-Saharan Afican countries were also between the ten countries with the greatest deterioration in their levels of peace: South Sudan, Central African Republic, Guinea-Bissau, and Democratic Republic of the Congo. The lowest 10 performing countries in 2014 are all authoritarian regimes.

The index also shows a direct relationship between inflation and peace.

High or volatile inflation rates have a negative effect on the economy by increasing uncertainty and discouraging investment. The countries which make up the top third of the Global Peace Index average one third of the volatility in inflation rates of those countries in the bottom 50 on the list.

More generally, countries that improved in peace between 1996 and 2010 had an average of 2% larger increase in annual GDP growth per capita when compared to those countries that experienced deteriorations in peace.

Acquisition International | June 2014 |

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NEWS: from around the world

News: from around the world Appointments New Recruit at Catalyst Award-winning international corporate finance firm Catalyst Corporate Finance has expanded its research team with the appointment of Joshua Segal as an analyst. Segal will be a member of the Industrials team at Catalyst and in addition to contributing to research reports he will be supporting the deal-making team and assisting in identifying new opportunities for the firm.

Prior to joining Catalyst, Segal gained a wide range of experience of research through roles in a number of organisations. These included Lesmoir-Gordon, Boyle & Co. Limited, where he was responsible for researching businesses and industries and assisting on fundraising and M&A transactions, and Atheneum Partners, where he worked on investment focused research and consulting projects.

Crowdfunder Appoints Finance Director Following its hugely successful equity fundraise, crowdfunding platform Crowdfunder UK has appointed chartered accountant Deborah Edwards as its finance director. Edwards was brought on board to look at the strategic financial planning of the business and to assist with Crowdfunder’s fundraise, which saw Crowdfunder raise £650k in 14 hours.

Edwards, who qualified as a chartered accountant in 2005 and is a member of the Institute of Chartered Accountants, started her own accountancy practice in 2007 and merged with Harland accountants in 2010.

Crowdfunder MD Phil Geraghty said: “It’s great to have Deborah on board during this exciting period of explosive growth.”

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| Acquisition International | June 2014

ECB “finally facing up to cold reality” The European Central Bank, in introducing measures to prevent the risk of deflation and reduce the strength of the euro, is at last acknowledging a significant policy failure, says deVere Group, one of the world’s largest independent financial advisory organisations.

The observations from deVere Group, which has US$10bn under advice and 80,000 clients, come after Mario Draghi, the ECB president, announced on 5 June a raft of measures to combat low inflation and boost the Eurozone’s economy.

To prevent the risk of deflation and reduce the strength of the euro, the ECB has cut its main refinancing interest rate to 0.15% from 0.25%. In addition, and for the first time, banks will be charged 0.10% to keep funds at Europe’s central bank overnight.

Tom Elliott, deVere Group’s international investment strategist, said: “This addresses head on a key problem in the region’s economy, which is banks’ preference to hoard cash in order to help repair their balance sheets.

“The ECB’s bold action means that the region’s banks will now have to pay the ECB to hold their cash. It is intended to force banks to lend out their cash instead, so boosting economic recovery.”

“There was no Eurozone version of the TARP in the US that allowed banks to write off bad loans and start afresh after the credit crunch,” Elliott said.

“Instead, the bad loans became nationalised, through state bailouts of banks, or left to fester on banks’ balance sheets, creating a region of weak banks. It is this policy failure that is at the heart of weak growth and rightful anxieties over the threat of deflation.

“These measures confirm that the ECB is finally facing up to the cold reality of Europe’s weak banks. European stock markets have rallied, the euro has weakened and the markets appear satisfied – for now – that the ECB will act to prevent further falls in consumer prices,” Elliott said.

NEWS: from around the world

Countries Pledge To Tackle IP Crime Coalition launched in London aims to stamp out the multi-billion pound global problem.

A new coalition has been launched in the UK to tackle counterfeiting, copyright infringement and other intellectual property crime, which is said to cost billions of pounds a year.

The initiative was launched at the first International Intellectual Property (IP) Enforcement Summit in London. The summit, which was attended by more than 300 delegates from 30 countries, was hosted by the UK government in partnership with the Office for Harmonization in the Internal Market (OHIM) and the European Commission.

In his closing speech, Intellectual Property Minister Lord Younger declared the next 12 months a “year of IP enforcement” as he set out the scale of the task ahead and highlighted the important steps taken. This included an international commitment to maintain momentum in tackling IP crime as a global issue.

Lord Younger said: “Protecting people and business from criminal rights infringements is a real priority for me and the government as a whole. We will be working with our international partners and the enforcement community in the UK to do just that.

“Our regime in the UK is already world-leading and I am personally committed to developing a programme of research and action to support this further. The relationships forged at the summit are a key part of this and are important for ensuring that we can respond effectively to future challenges.”

Among the steps outlined by Lord Younger, the UK over the coming year will, for the fourth year running, will be the lead partner in Operation Opson, the Interpol-Europol coordinated action to tackle fake food.

Work by the City of London Police Intellectual Property Crime Unit will also continue, funded by the Intellectual Property Office, to tackle piracy and the sale of counterfeit goods online.

There will be a review over the coming year of criminal penalties for online copyright infringement to assess whether the maximum penalty of two years should be brought into line with the ten year maximum penalty for physical infringement.

There will also be a government review, to be published in autumn 2014, into how other countries have tackled online copyright enforcement issues.

Delegates at the summit agreed to continue to work in partnership, supporting and strengthening the effectiveness of governments, enforcement agencies, border authorities and regulators in tackling IP crime by sharing information and identifying opportunities to improve enforcement approaches and frameworks; sharing and applying best practice and the most effective tools, techniques and analysis to enhance detection and deter physical and online IP infringement; and enhancing public and private sector cooperation at international borders.

Acquisition International | June 2014 |

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panama

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

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

Blue British mail box in the British Virgin Islands

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

cayman islands

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

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

www.folioadmin.com

“strict attention to detail and timely service delivery”

SECTOR TALK: Powered by Zephyr/Bureau van Dijk

Sector Talk: Healthcare As H1 2014 nears an end, the healthcare sector is looking promising in terms of M&A value, having already surpassed results for the same period in 2013 and nearing the levels reached in the second half of last year. Since January there have been 481 transactions worth an aggregate USD 20,402 million targeting businesses in the industry.

The final six months of 2013 notched up impressive levels of investment in the healthcare sector, according to Zephyr, the M&A database published by Bureau van Dijk. In all there were 622 deals worth a combined USD 26,830 million, representing the best value result since H2 2007, prior to the onset of the global financial downturn, and the highest volume within the period under review, which dates from the beginning of 2006. By value this was also the fourth consecutive increase in aggregate deal value.

Although there is still one month to go until H1 2014 reaches its conclusion, value is again looking promising. Since January the sector has attracted investment of USD 20,402 million. This means there is still some way to go if results are to equal those of H2 2013, but a single blockbuster deal could ensure another positive showing. It is a different story by volume, as just 481 deals have been signed off in the year to date, the lowest since H2 2010. This suggests higher individual considerations over the period, which may create hope that another few high value deals could be announced over the coming month to help results surpass those of H2 2013. Nevertheless, even if this

NUMBER AND AGGREGATE VALUE (MIL USD) OF HEALTHCARE DEALS GLOBALLY: 2006-2014 YTD (as at 31 May 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

20,402 26,830 16,007 15,174 13,278 11,086 25,141 17,625 14,696 10,101 5,729 7,312 13,520 27,619 31,822 61,934 20,484

481 622 585 577 570 530 492 454 457 427 376 425 452 531 504 492 468

does not occur, the USD 20,402 million invested to date is already more than the year ago period (H1 2013: USD 16,007 million) and also than H2 2011 (USD 11,086 million), H1 2012 (USD 13,278 million) and H2 2012 (USD 15,174 million).

2014’s largest healthcare transaction to date is worth USD 3,070 million and took the form of a capital increase by Thailand-based hospital operator Bangkok Dusit Medical Services. The company plans to issue 774.55 million shares, equating to a 33 per cent stake, either via a public offering, private placing or both. The deals remains subject to the green light from the Ministry of Commerce and company shareholders. The year’s second largest transaction involved Tennessee-based retirement home operator Brookdale Senior Living picking up its Seattle-headquartered peer Emeritus for USD 2,756 million. Closing of that deal is expected during the third quarter of 2014. Other notable targets in the first five months of 2014 include US-based Sheridan Healthcare, UK-headquartered Avincis Mission Critical Services, which provides air ambulance services, and French nursing and care home operator Medica. To date this year there have been six deals worth USD 1,000 million or more.

North America topped the rankings in terms of total investment over the year to date, bringing in USD 11,514 million. This is perhaps unsurprising given that it has featured as a target in seven of 2014’s top ten healthcare transactions so far.

The Far East and Central Asia could only place third with USD 3,758, in spite of the fact that a Thailand-based deal is the year’s most valuable to date. However, this transaction, which was worth USD 3,070 million, accounted for almost all investment into the region over the period from January to May. Western Europe placed second by value with USD 3,905 million. The same three regions also led the way by volume, with North America targeted in 148 deals, Western Europe close behind on 146 and the Far East and Central Asia placing third with 75.

In conclusion, the healthcare sector has made a decent start to 2014, although it will be interesting to see whether any mega deals can push values up to the level recorded in H2 2013. Disappointing volume has so far been made up for by higher individual considerations but it is not yet clear whether this level of investment will be sustainable over the coming months and years.

NUMBER AND AGGREGATE VALUE (MIL USD) OF HEALTHCARE DEALS GLOBALLY BY DEAL TYPE: 2006-2014 to date (as at 31 May 2014) Deal type

Number of deals

Aggregate deal value (mil USD)

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

5,169 449 2,607 48 166 3 11 3

161,405 108,768 67,324 1,915 42 12 0 0

AGGREGATE VALUE (MIL USD) OF HEALTHCARE DEALS BY REGION: 2006 - 2014 YTD (as at 31 May 2014) World region (target) North America Western Europe Far East and Central Asia Eastern Europe Oceania South and Central America Africa Middle East

2006

2007

2008

2009

2010

2011

2012

2013

5,623 4,854 1,190

2014 TD 15,413 19,278 18,199 24,760 11,514 6,597 7,712 4,997 11,245 3,905 5,633 3,794 1,489 2,057 3,758

55,970 33,229 6,994 17,237 19,581 6,250 759 1,901 3,196 4,150 73 66

4,231 58 76

3,076 653 121

2,230 560 63

3,791 21 114

1,669 183 1,678

1,698 418 284

2,747 693 24

725 165 160

1,874 2,246

314 44

516 26

1,418 83

706 191

1,854 57

623 744

1,268 43

58 12

Acquisition International | June 2014 |

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Dealmaker of the Month ATU Restructuring

Yushan Ng is Partner at Cadwalader, Wickersham & Taft LLP, specialising in Financial Restructuring/Special Situations.

“As one of the world’s most prominent financial services law firms, we have long-standing client relationships with premier financial institutions, Fortune 500 companies and other leading corporations, government entities, charitable and health care organisations, and individual private clients. We have earned a reputation for crafting innovative business and financial solutions and developing precedentsetting legal strategies to achieve our clients’ goals.”

Recently, the firm assisted in a transaction acting for Centerbridge Partners LP. It is for this deal that Cadwalader, Wickersham & Taft has been voted Deal Maker of the Month by Acquisition International readers.

Yushan states: “By way of background, the ATU Group began experiencing serious financial difficulties at the beginning of 2013, with its liquidity being adversely affected by factors such as weak economic conditions, low growth rates in consumer spending, new competitors, longer maintenance intervals and changes in consumer preferences in the markets in which it operates.

Following various initiatives aimed at stabilizing the ATU Group’s capital and financial structure (including a failed M&A process), the Group explored various restructuring options with a number of its key stakeholders, including Centerbridge. Extensive negotiations between the ATU Group, Centerbridge and other key stakeholders began, and on 24 October 2013, the ATU Group announced that it had reached a commercial agreement in principle on the terms of a consensual restructuring with the existing shareholder and Centerbridge. This was followed, on 5 December 2013, by the signing of a Lock Up and Restructuring Agreement, which was entered into by senior noteholders holding more than 80 percent of the aggregate outstanding principal amount of senior secured notes and included a forbearance and an agreement by the participating noteholders not to receive the December interest payment due on the senior secured notes.”

Yushan continues to explain exactly what his firm’s role entailed.

“Cadwalader’s Financial Restructuring Team advised Centerbridge Partners LP (“Centerbridge”), a private investment firm, on the successful financial restructuring of Christophorus Holding GmbH and its subsidiaries (the “ATU Group”). The ATU Group is Germany’s leading provider of independent automotive parts, workshops and aftersales services, employing over 10,000 workers. Centerbridge was the largest senior noteholder, holding over 50 percent of the senior secured notes, and took the lead in implementing the restructuring, with a view towards obtaining a controlling equity position in the restructured group.

“In light of our client’s significant and controlling position at the fulcrum of value, we naturally adopted the role of lead deal counsel. We, together with our co-advisers below, took the central role in structuring the transaction, assisting Centerbridge with negotiating with the ATU Group and all its relevant stakeholders, and managing overall deal implementation. We also assisted Centerbridge in ensuring that all necessary contingency plans were in place should things not go as hoped.”

10 | Acquisition International | May 2014

The deal took eight months from the commencement of initial discussions between Centerbridge and the Company. Execution of the transaction itself took just six weeks after the relevant parties reached agreement on the key commercial terms. There were, however, several very significant challenges that were encountered, as Yushan explains further.

“Given the underperformance and diminished value of the ATU Group, a significant class of its junior creditors – notably the holders of its unsecured bonds –were out of the money and would not have been entitled to receive any recovery in any insolvency. This, combined with the holdings of these bonds being very fragmented, meant that it would have been very difficult and time consuming to reach any sort of consensual deal with that class of creditor.

Accordingly, a solution which did not require junior bondholder consent had to be found.

“A number of significant ATU debtor companies were also the main operating companies of the group. We needed to craft a financial restructuring that did not negatively impact on the operations of the group. To do this, we needed to avoid an insolvency filing by the opcos, and instead creatively utilise the intercreditor release mechanism within the documents to release them of their liabilities.

A significant amount of thought needed to go into the structure in order to ensure that the contractual requirements within the documents were met and direct or indirect tax consequences could be avoided. Critically, given the cash constraints facing the business, the restructuring also had to be implemented in a way that avoided cash leakage to non-consenting senior secured bondholders.”

Yushen explains how Cadwalader, Wickersham & Taft’s expertise was essential during this deal.

“Often, restructurings get mired in very difficult discussions because no one party has the clear ability to deliver a deal over the others. We believe we added significant value by innovating a deal structure that could be implemented with just the consent of the majority of the senior secured noteholders, which then effectively set the parameters of the discussion. We then worked with Centerbridge and the Company to negotiate as consensual and pragmatic as possible an outcome with all relevant stakeholders.

Once terms were agreed, it was then a race to the line, to ensure that the restructuring got completed as quickly and painlessly as possible in order to allow parties to resume focus on the key objective – which was to effectively rescue and turn around the ATU Group’s business. To achieve this, we brought to bear a large, fully committed team and a great deal of experience with efficiently managing and driving forwards complex transactions of this type.

“It is clear that had this restructuring not been resolved expeditiously, the ATU Group would have had to endure much more loss of value then it was already facing, and that some or all of the operating companies would have likely entered into a German insolvency process.”

Fact File

Company: Cadwalader, Wickersham & Taft LLP Name: Yushan Ng Email: Yushan.ng@cwt.com Web Address: www.cadwalader.com Address: Dashwood House, 69 Old Broad Street, London EC2M 1Qs Telephone: +44 (0) 20 7170 8566

DEAL OF THE MONTH: Altran Acquisition of Foliage Inc

Altran Acquisition of Foliage Inc Marc-Elie Bernard is Group Vice President of Mergers & Acquisitions and Structured Finance Operations for Altran, and is notably responsible for identifying and analysing the quality of potential acquisition targets (due diligence) and for supervising the acquisition processes until completion.

As global leader in innovation and high‐tech engineering consulting, Altran accompanies its clients in the creation and development of their new products and services.

Altran has been providing services for around thirty years to key players in the Aerospace, Automotive, Energy, Railway, Finance, Healthcare and Telecoms sectors. Covering every stage of project development from strategic planning through to manufacturing, Altran’s offers capitalise on the Group’s technological know-how in five areas: Intelligent Systems, Innovative Product Development, Lifecycle Experience, Mechanical Engineering, and Information Systems.

An international group, Altran operates in more than twenty countries throughout Europe, Asia and the Americas. As a strategic partner, Altran offers its clients global project support while guaranteeing a consistent level of service. In order to offer specific support to dedicated local markets, Altran has chosen to keep a local dimension in order to better serve specific dedicated markets.

In 2013, the Group generated revenues of 1,633m. Altran now has a staff of almost 21,000 employees in more than 20 countries.

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Marc-Elie Bernard, aged 40, was appointed Director of Mergers & Acquisitions and Structured Finance Operations of the Altran Group in March, 2013. He became a member of the Group’s Management Committee and reports directly to Olivier Aldrin, Executive VicePresident and CFO. Marc-Elie Bernard is notably responsible for identifying and analysing the quality of potential acquisition targets (due diligence) and for supervising the acquisition processes until completion.

A graduate from the French business school HEC and with a MBA from INSEAD, Mr Bernard began his career with Schneider Electric in New York before joining the mergers and acquisitions department of Lazard in New York, then in Paris.

Between 2001 and 2009, he served as an LBO investor for Ixen Partners fund then went on to cofound an advisory firm.

“Every day, almost 21,000 ‘Innovation Makers’, the Altran experienced engineers and consultants, bring innovation ‘Made in Altran’ to life all over the world,” he begins.

Altran Chairman and Chief Executive, Philippe Salle, also stated: “At Altran, innovation is in our DNA. We work daily to transform creative ideas into commercial realities. Innovation is a major lever for growth and expertise. This enables Altran to provide a range of support solutions, from consulting to prototyping, adapted to meet its clients’ specific project needs.”

Marc-Elie Bernard joined Altran in November 2012 in order to contribute to the acquisition of IndustrieHansa and then became Group Mergers & Acquisitions Director.

For the past two-and-a-half years, Altran has been keeping its promises and going all out to achieve its 2015 goals in spite of an unfavourable economic environment. We will step up Altran’s development, notably by focusing on three strategic pillars: innovative product development and the launch of two global solutions (Intelligent Systems and Lifecycle Experience), to ensure an upmarket impetus for our offerings and to boost growth for the Group on target markets. This strategy will also enhance Altran’s position as a key strategic partner for its clients’ innovation projects”.

Mr. Bernard explains how Altran works to distinguish itself from the competition.

In line with its strategic plan for 2012-2015, Altran continues to increase its position as the

DEAL OF THE MONTH: Altran Acquisition of Foliage Inc key strategic partner for its clients’ innovation projects. Altran is positioning as a pure global player in the outsourced R&D market.

Together with Cambridge Consultants, Foliage recently acquired and Scalae, Altran is transforming creative ideas into commercial realities. The trio boasts several research and innovation centres throughout the world.

Every year, its laboratories perform complete innovative product development, from concept to production.

With 500 employees operating mainly in the US and India, Foliage, a product development company, partners with clients to address the business and technical challenges inherent in developing complex software-intensive systems. For more than 20 years, Foliage has provided expert solutions designed to optimise the development of its clients’ products while also improving R&D performance. In 2013, Foliage generated revenues close to $50m (€37m) implying a growth of 35% vs 2012.

The company has a strong portfolio of clients in the medical and life sciences, aerospace and defence, and industrial equipment industries.

Mr. Bernard comments on the Foliage Inc acquisition: “In line with the Altran’s objectives and the 2012-2015 Strategic Plan, our roadmap for acquisitions is clear and straightforward: we are exclusively looking for companies; that are strictly active in our core business of outsourced R&D, with revenues between €15-150 million, growing and profitable (EBIT 11%+),and either located in Germany, UK, Scandinavia, the US or India, or enabling the development of our 3 global solutions in “Intelligent Systems” (embedded software), “Lifecycle Experience” (Product Lifecycle Management) and Innovative Product Development.

“This acquisition, the second of its kind since the Group acquired IndustrieHansa one year ago in Germany, is in line with Altran’s objectives and the 2012-2015 Strategic Plan to strengthen its foothold in the US. On top of this, the almost perfect complementarity of Foliage’s segment positioning and geographic footprint with those of Cambridge Consultants’ had an almost irresistible appeal.”

On behalf of Foliage, Chief Executive Officer Timothy Bowe, added: “We are extremely proud of our accomplishments, and believe that becoming part of the Altran group and working with our new sister company Cambridge Consultants will make us better positioned to provide a wider range of services to our global clients.”

The acquisition of Foliage, entirely financed by the Altran group, will enhance EPS as of the first year.

The stock market reaction , a 7% increase in Altran’s share price on the day of the

announcement of the deal, materialised a definite appreciation to the Group’s consistency in its overall strategy and its M&A choices in particular.

Mr. Bernard continues to describe the deal, including complex issues that arose. “The deal was quite complex due to the very fast-growing nature of Foliage and its multicontinent component, with a US-Indian target, a European buyer, and a Singapore-based sell-side investment bank, conference calls and meetings were quite a daily logistical challenge.

“Having said this, the sheer desire of both parties to complete this unique business match helped sustain momentum over the several months of discussions. As always when dealing with complex issues, the best way forward is to break them down to smaller, easier to tackle topics, which is what we had to do on a number of instances.”

Both Altran’s and Foliage’s existing businesses complement each other perfectly, says Mr. Bernard, and there is no customer overlap.

“The combination of their respective expertise will improve and expand Altran’s offering in combined device and integrated software solutions will thus position Altran as the leader in this field. Foliage will also enable the Group to strengthen its foothold in the healthcare and life sciences sectors where our clients, existing and new, will fully benefit from our enhanced capacity to assist their needs in the development of new concepts, products and solutions.”

Mr. Bernard does have predictions for the future of Altran, including some ambitious goals in place.

“With a very strong balance sheet, Altran’s consolidated cash position at year end 2013 was €300m, we will certainly consistently pursue our acquisition strategy. Already n°1 in major countries in Europe (France, Italy, Spain, Belgium...),our goal is a top three position in outsourced services in our key countries. We will therefore continue to focus, with the exact same criteria in terms of target profiling, on the UK, Germany.

“Although we have a systematic and permanent target screening process across our areas, both geographic and business segments, of interest, we always welcome contacts with potential partners!”

Company: Altran Name: Marc-Elie Bernard, Group Vice President Mergers & Acquisitions and Structured Finance Operations Email: marc-elie.bernard@altran.com Web: www.altran.com Address: 96 avenue Charles de Gaulle 92200 Neuilly sur Seine, France Telephone: +33 1 46 41 72 37

Acquisition International | June 2014 | 13

DEAL OF THE MONTH: Ulmon Receives Funding From Global Founders Capital

Ulmon Receives Funding From Global Founders Capital Travel app developer Ulmon, best known for its CityMaps2Go app, has raised its first round of funding. It is an undisclosed amount in the range of US$1m and US$3m from Global Founders Capital. Acquisition International spoke to Florian Kandler, co-founder and COO of Ulmon, about the deal and what it means for CityMaps2Go’s 13 million users.

Austria-based tech startup Ulmon, which recently closed a round of funding with venture capital firm Global Founders Capital (GFC), has made its name developing CityMaps2Go, a global travel app and individual city guide for iOS and Android devices.

The apps feature a unique way to navigate the world’s cities through up-to-date and full in-depth information gleaned from online sources such as Wikipedia and OpenStreetMap, delivering maps and content, both curated and user-generated, which is available any time, with and without an internet connection.

Ulmon, which employs a team of tech and travel enthusiasts based at the company’s headquarters in Vienna, started out in 2010, when smartphones were new to the market, and “mobile-only” was disregarded, or seen as a niche, in mobile travel. Asked what inspired him to work on Ulmon, co-founder and COO Florian Kandler, who had previously started two other companies, says, simply, that the time was right. “The iPhone was new to the market,” he says, “and solutions for travellers were not available yet to a level of quality my co-founders and I wanted to see for our own trips.” Since

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then, Ulmon’s apps have carved out their own position in the market as a reliable global travel companion.

Profitable from day one, the company grew organically from 2010 to 2012. In 2013, Ulmon became the fastest growing travel guide app of its kind, outgrowing the previous number one, TripAdvisor City Guides, on iOS and Google Play.

Ulmon aims to be the best travel partner for all its customers’ trips, says Kandler. “And we can see from user activity and retention data how well this customer-centric approach is paying off,” he says.

Ulmon’s business model is based on the established and proven model of affiliate sales, says Kandler – for every hotel, ticket, tour and activity that is booked via the company’s app, Ulmon receives a commission.

Europe and the USA are Ulmon’s main markets, says Kandler. “But we are also very strong in Russia, Brazil and South Korea,” he says. “We’ve localized the interface and content of our apps to English, German, French, Spanish and Italian after noticing a big demand in those regions.” In the future, Kandler says, he would like to target more of Russia and Brazil, as well as select Asian countries.

Ulmon and its products distinguish themselves from their competitors, Kandler says, with a very precise focus on the main needs of international city travellers: orientation (“where are the things I’d like to see relative to my position?”); information (“what is this landmark in front of me, what are this city’s highlights, where is the nearest restaurant?); and organization (“so I can save my favourite landmarks, add notes to places to prepare my visit, review and comment on places I have visited and share tips and recommendations.”)

Ulmon spends no money whatsoever on promotion or advertising. “We don’t spend any money on classical user acquisition with ads and so on,” says Kandler. “We focus a lot on user satisfaction, offering 24/7 user support and close contact with users.” That generates all-important word of mouth and referrals, he says. Ulmon is also involved in partnerships and promotions with big brands such as Deutsche Telekom as well as tourist destinations and media outlets.

The company also works directly with Apple, Google, Amazon and Samsung.

DEAL OF THE MONTH: Ulmon Receives Funding From Global Founders Capital GFC’s investment follows strong growth numbers last year. Ulmon’s apps were downloaded six million times on iOS and Google Play in 2013 alone, making Ulmon the number one travel guide publisher in 2013 according to data from App Annie Intelligence, the most accurate market estimates available for app stores.

The investment will help continue the company’s rapid growth, says Kandler. He says Ulmon will use this first outside investment (the amount of which has not as yet been disclosed, although Kandler reveals it is a “small, seven-digit euro amount”) to make the company’s unique value proposition available to an increasing number of travellers worldwide.

For Ulmon’s customers, the deal means even faster iterations and rollout of new functions as Ulmon’s product and development resources are ramped up. The funding will be used to dedicate more resources to Ulmon’s Android apps – in the past, when the company had less funding behind it, Ulmon had to be very focused, says Kandler, leading all development with one platform, iOS. “Now we can double down on Android,” he says. “We’re already seeing stronger growth there than on iOS, and coming releases will give Android users worldwide the same, and in some parts better, user experience than on iOS.” The deal, from the moment Ulmon became interested in having GFC on board to verbally agreeing on the terms, was completed within one month. Ulmon invested a lot of time in carrying out due diligence checks on potential investors, says Kandler. It paid off – the value from GFC’s investment so far has been “fantastic,” he says. “The knowledge GFC has given us access to – the fund managers are entrepreneurs, so they have first-hand experience, but even more broadly, they own and co-own a network of companies – allows for extremely valuable exchange of know-how.” This meeting of minds has proven to be priceless, Kandler says.

GFC, which is based in Munich, is made up of entrepreneurs that have successfully built online companies in the past. Oliver Samwer is one of Germany’s most successful internet entrepreneurs, having built and exited numerous businesses including Alando.de (which became the market leader in online auction sites in Germany and was later sold to eBay), Jamster (sold to New Corp) and Citydeal (sold to Groupon). Samwer also supported European fashion giant Zalando, and initiated company builder Rocket Internet, amongst others.

After the successful sale of Alando.de to eBay, Samwer’s brother Marc became managing director of eBay in charge of Germany, Switzerland and Austria. Under his leadership, eBay Germany became the global auction site’s most profitable international site.

The third member of the GFC team, Fabian Siegel, co-founded European payment service ClickandBuy (later sold to Deutsche Telekom) where he served as CTO for seven years. He also founded personal finance startup Strateer, ran operations at browser technology company kikin.com and was Co-CEO at Delivery Hero, a global leader in online food ordering, from 2010 to 2013.

“Having grown so fast and shown the productmarket-fit, we are putting fuel to the fire with this round of investment,” Kandler says. “We’ve brought in an investor with tremendous knowhow in scaling and internationalizing products and brands.”

Ulmon’s office is located in a former envelope factory in Vienna – an office loft with plenty of open space. “We have a very open and collaborative atmosphere,” Kandler says.

“We believe that having all teams at the same location in Vienna is vital to innovation – to have this exchange between product, development and marketing.” Ulmon has attracted great talent from Russia, Romania, Slovakia and Hungary to join its team in Vienna, he says.

This relaxed and convivial working culture has a profound influence on Ulmon’s products, Kandler says. “The explicit exchange of information – as happens during meetings – and the implicit exchange of information – which you get from having lunch or coffee together – within teams and across teams is producing a lot of value, innovation and motivation,” he says.

As for the next 12 months, big travel brands will continue their push into mobile, trying to get hold of the “traveller on the go”, as well as travellers who have reached their destination and need information about the city they’re visiting, Kandler says. “Users will continue to spend more and more money via tablets, before setting off on their trip, and, during their trip, on their mobile.” The tours and activities space with established players as well as powerful new players like GetYourGuide (the world’s largest online platform for tours and activities) will continue to bring inventory online for users to book on the fly, he adds.

Ulmon occupies a very strong position to benefit from these developments, Kandler says. “Ulmon is sitting at the intersection of those trends, with millions of active users confirming them.”

It’s always important to assess, further down the line, how successful any deal has been. “A year from now, if we have managed to get the raised funds to work in a way that measurably accelerates our growth according to our new plans, extending our lead over competitors in our market segment, then we will consider this deal to have been a success,” says Kandler.

Company: Ulmon GmbH CityMaps2Go Travel Experience & Discovery App Name: Florian Kandler, PhD Email: florian@ulmon.com Web Address: www.ulmon.com Address: Davidgasse 85-89, 1100 Vienna, Austria

Acquisition International | June 2014 | 15

DEAL OF THE MONTH: Edge Investments

Edge Investments sells leading children’s fiction companies Working Partners and Beast Quest to Coolabi Edge Investments, the specialist fund manager focused on the creative industries, has sold its stake in children’s fiction specialists Working Partners and Beast Quest, building value for shareholders while helping investee company Coolabi Group in its plan to create a new powerhouse in children’s and family entertainment.

Edge Investments, the creative industries investment boutique, is demonstrating how entertainment and media - and the technologies which power them - can provide opportunities for investors.

Edge has long made waves in the sometimes sleepy world of the venture capital trust (VCT). Not only has its Edge Performance VCT become the country’s single largest VCT by funds raised – now almost £130m – its diversified portfolio, spanning everything from live events to digital TV technology to children’s entertainment, is a world away from the usual VCT fare of care homes, wind-farms and Midlands metalbashers.

Edge’s latest deal saw it sell its stakes in innovative children’s fiction companies, Working Partners and Beast Quest to another of its investee companies, Coolabi Group, as part of a plan to build Coolabi – which already controls children’s properties like Poppy Cat, Bagpuss and Clangers – into a major player in the family

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Coolabi forms part of an Edge portfolio which includes two highly-tipped tech investments in the creative industries: MirriAd is a leader in the fast-growing in-video advertising sector with a platform which enables broadcasters and content owners to digitally insert brands and products seamlessly into new and even catalogue programming.

• Mirriad has scored a string of prestigious clients for its technology in the past year, from digital video platform Vevo, which hosts over 100,000 HD music videos, to Asian TV network ZEE TV which broadcasts to 169 countries.

Both deals came as the result of introductions by Edge Investments.

• Intent HQ is a ‘big data’ company offering a sophisticated technology to optimise internet and ecommerce sites using social media data to customise the user experience.

Intent HQ customers include several well-known publishers as well as leading brands.

Intent HQ helps brands optimise their ROI by facilitating pinpoint targeting and personalisation.

entertainment market. Previously listed on the AIM market, Coolabi was taken private in late 2011 in a management led buyout funded by Edge.

This latest all-share deal saw Edge receive equity in Coolabi worth £1.7m more than it had invested in Working Partners and Beast Quest.

The two companies specialise in creating new concepts for children’s book series. With around 100 series, including the wildly successful Survivors and Warriors, Working Partners has created more than 1,000 books. Ten of its series have sold more than one million copies, and four have sold more than 10 million.

Meanwhile Beast Quest is the home of the Beast Quest and Sea Quest fiction series. There are already over 100 Beast Quest books, which have sold in total more than 11 million copies to date.

The winning formula the two companies have pioneered involves their in-house teams devising

DEAL OF THE MONTH: Edge Investments

the concept, characters and plot outlines for these fiction series.

Individual books are then created by teams of freelance authors.

The acquisition of Working Partners and Beast Quest comes after a series of significant developments for Coolabi Group:

Edge Investments has built its reputation on the basis of its strong specialist knowledge of the creative industries.

Edge founder David Glick is a renowned deal maker in the entertainment and media industry, and was a key member of the team which took the quoted Entertainment Rights business to a market capitalisation of over £300m.

Director Alasdair George was previously Senior Vice President of Legal & Business Affairs at Sony Music UK & Ireland, where he handled the US$500 million Sony-Michael Jackson joint venture which created Sony/ATV Music Publishing.

• In September 2013, Coolabi announced that it had commissioned and pre-sold a second series of 52x11 minute episodes of its popular Poppy Cat animation series. Season One has been sold to almost 150 countries worldwide, and is a top ten rated show in the UK, US, France and Poland; • In October 2013, Coolabi revealed that it is to produce a new series of cult animated children’s classic The Clangers to be broadcast on its original home, the BBC and also, for the first time, in the USA with PBS Sprout; • In January 2014, Royal Mail selected Coolabi property Bagpuss to feature on a series of

Edge directors include the UK’s best-known impresario, organiser of Live Aid, Harvey Goldsmith, the manager of music stars Elton John, Ed Sheeran, James Blunt and Lily Allen, Frank Presland, Eric Clapton manager Michael Eaton and former chairman of HMV Group and EMAP plc Sir Robin Miller.

stamps featuring classic children’s animated TV programmes shortly after it had again been voted one of Britain’s favourite children’s TV characters.

Edge Investments CEO David Glick said, “In Coolabi we identified an impressive management team and an intelligent growth strategy. The addition of Working Partners and Beast Quest to the Coolabi portfolio will strengthen further its position in the dynamic children’s and family entertainment market.”

Meanwhile Edge Investments Chairman Gordon Power is a venture capital veteran who has achieved an overall return in excess of 29% on 239 realised (i.e. sale, flotation or administration/liquidation) investments and unrealised investments.

Company Edge Investments Name David Glick, CEO Web address www.edge.uk.com Telephone +44 207 317 1300

Acquisition International | June 2014 | 17

DEAL OF THE MONTH: Energy XXI Completes Acquisition of EPL Oil & Gas

Energy XXI Completes Acquisition of EPL Oil & Gas In early June, Energy XXI announced that it completed the acquisition of EPL Oil & Gas for approximately US$2.3bn.

Energy XXI announced in early June that it completed the acquisition of EPL Oil & Gas for approximately US$2.3bn, making Energy XXI the largest publicly traded independent operator on the Gulf of Mexico shelf.

The transaction included the assumption of approximately US$805m of EPL debt, net of cash, payment of approximately US$1.02bn in cash, and approximately 23 million common shares of Energy XXI stock. After closing the transaction, Energy XXI has approximately 93 million shares outstanding (approximately 102 million shares fully diluted).

“This transaction begins a new chapter for Energy XXI,” Chairman and Chief Executive Officer John Schiller said. “With assets that fit together hand-in-glove, along with the additional professionals who have joined our team, we have formed a stronger company focused on delivering value for our shareholders.”

Oil and gas production for the combined companies currently approximates 62,000 barrels of oil equivalent per day (BOE/d), 73% oil. Energy XXI expects production in the fiscal fourth quarter ended June 30, 2014 to average 45,000 - 46,000 BOE/d, 68% being oil, which includes one month of EPL’s volumes.

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“We are focused on merging the two portfolios and high-grading our drilling inventory. Our capital expenditures will focus on low-risk development drilling in the fields where we have enjoyed the most success,” Schiller said.

“Combined, we currently are operating nine rigs, and continue to de-risk our drilling schedule, staying focused on execution by establishing repeatable and predictable programs that will allow oil growth in our core properties.”

At West Delta 73 (100% WI/ 87% NRI), Energy XXI has begun drilling horizontal oil development wells with two platform rigs on the recently refurbished WD73-C and WD74-B platforms. At West Delta 30 (100% WI/ 83% NRI), the field’s first horizontal oil well has begun drilling. The multi-well development drilling program at West Delta 30 targets shallow oil and gas pay beginning at 2,400 feet MD.

program,” Schiller said. “Combined with our success at West Delta 30, we have confirmed a large inventory of opportunities that can be accelerated going into the next fiscal year.”

At Ship Shoal 208 (100% WI/83% NRI), the E-13 development well is pending flow testing this month, with an up-hole sand set up as a selective.

In mid-May, the company completed the placement of US$650m of 6.875% senior unsecured notes due 2024. Concurrent with the EPL transaction closing, available credit on the company’s revolving credit facility was raised to US$1.5bn, bringing total current liquidity to US$980m.

At West Delta 29 (100% WI/87.5% NRI), the first well to be drilled from the recently installed six-slot J platform is expected to be online in July.

At West Delta 28 (100% WI/87.5% NRI), the #19 well is being dual-completed and expected to be online in July.

“The merger of the two companies was completed successfully, and synergies and cost savings are expected to exceed our initial targets,” Chief Financial Officer West Griffin said. “We have retained key EPL employees, including members of the leadership team, who will strengthen an already solid team of professionals committed to delivering value to our shareholders.”

“We are excited by West Delta 28 and 29 successes because they represent eastern extensions of our existing West Delta 30

Energy XXI, since its inception, has implemented an “acquire and exploit” growth strategy to build a geographically focused portfolio in the

DEAL OF THE MONTH: Energy XXI Completes Acquisition of EPL Oil & Gas

shallow waters of the Gulf of Mexico. Energy XXI, because of its focus on oil, has some of the highest per-unit margins in the industry. The company is focused on development of oil and gas fields, while ramping up a complementary exploration program designed to provide organic growth for the future. Energy XXI operates five of the top 15 oil fields on the Gulf of Mexico shelf, more than any other operator.

Energy XXI continued its geographically focused “acquire and exploit” strategy the following year. In April 2007, the company agreed to acquire POGO’s Gulf of Mexico assets for US$419.5m. This acquisition closed in June 2007 and by August, the company was dual listed on the NASDAQ exchange under the EXXI ticker symbol.

Energy XXI has completed five major acquisitions totalling approximately US$2.5bn since being founded in 2005, creating a company with approximately 179 million barrels of oil equivalent (BOE) in proved reserves. Reserves are approximately 75% liquids, of which 95% is crude oil. Production, on a BOE basis, averages between 46,000 to 50,000 BOE per day, with nearly 65% being crude oil.

The company continued to grow even during the economic downturn of 2008 and 2009.

Energy XXI raised US$237m through a warrant tender in 2008 to clean up its capital structure.

By November 2009, the company announced an acceptance of debt exchange for US$347m in senior notes. This coincided with the company’s US$283m acquisition of MitEnergy, which consolidated interests with the POGO fields acquired in 2007.

Energy XXI was formed in 2005 with a successful US$300m IPO on the London Stock Exchange Alternative Investment Market (AIM). Its “acquire and exploit” growth strategy began with an agreement in March 2006 to purchase Marlin Energy Offshore for US$421m. Soon after the purchase closed, the company agreed to acquire some South Louisiana properties for a total of US$308m. By August 2006, the South Louisiana acquisition had closed and the company was able to raise US$86.5m through a warrant exercise.

In January 2010, Energy XXI announced a major discovery at the Davy Jones ultra-deep well on the Gulf of Mexico Shelf. In addition, the company announced a 1-for-5 share consolidation to make the stock more attractive to a broader range of institutional investors. Five years after the company’s formation, Energy XXI became the third-largest producer on the Gulf of Mexico shelf with the US$1.01bn acquisition of properties from ExxonMobil. This strategy culminated with the US$1.01bn acquisition

of some Gulf of Mexico Shelf properties from ExxonMobil, making it one of the largest acquisitions in recent history.

Since then, the company has added two highpotential exploration joint ventures targeting untapped oil around salt domes on the Shelf. In September 2012, Energy XXI announced a joint venture exploration deal with ExxonMobil. This was soon followed by another joint venture announcement with Apache in March 2013.

Energy XXI is focused on developing core properties while ramping up a complementary exploration program designed to provide organic growth for the future.

Company: Energy XXI Name: John Schiller Web: www.energyxxi.com Address: 1021 Main, Suite 2626 Houston , Texas 77002, USA Tel: +1 713 351 3000

Acquisition International | June 2014 | 19

DEAL OF THE MONTH: Quinpario Acquisition Corp. Acquisition of Jason Incorporated

Quinpario Acquisition Corp.

Acquisition of Jason Incorporated Mr. Jeffry N. Quinn, Chairman, President and Chief Executive Officer of Quinpario Acquisition Corp.

Prior to forming Quinpario, Quinn was President, Chief Executive Officer and Chairman of the Board of Solutia Inc., a global specialty chemical and performance materials company. Solutia was sold to Eastman Chemical Company for US$4.7bn in July 2012, at which time Quinn left the company. Quinn became President and CEO of Solutia in May 2004, and was named Chairman of the Board in February 2006, positions he held until the sale. Prior to his election as President and CEO, Quinn served as Solutia’s Senior Vice President, General Counsel and Chief Restructuring Officer.

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DEAL OF THE MONTH: Quinpario Acquisition Corp. Acquisition of Jason Incorporated In March 2014, Quinpario Acquisition Corp. announced it had reached a definitive agreement to acquire Jason Incorporated - a global family of market-leading manufacturing businesses within the finishing, seating, components and automotive acoustics markets - from Saw Mill Capital LLC, Falcon Investment Advisors, LLC and other investors.

Bocman1973 / Shutterstock.com

The purchase price of US$538.65m will be funded by the cash proceeds from Quinpario’s initial public offering, new debt and rollover equity invested by the current owners and management of Jason. The acquisition is expected to be completed in the second quarter of 2014, pending regulatory and shareholder approval, and satisfaction of customary closing conditions.

“We are thrilled with the purchase of Jason,” said Quinn, who will become Chairman of the Board of Directors of Jason upon the completion of the transaction. “We are acquiring a great company with market-leading positions, strong brands, long-term customer relationships and a superb management team at a very attractive price. We believe the skill set and experience of the Quinpario team marries well with the value-creation opportunity presented by Jason.

Together we can create significant value for our shareholders, as well as the employees and customers of Jason. As a public company, Jason will have the capital structure, ownership support and operating flexibility to achieve its maximum potential.”

Although it represents a departure from Quinpario’s more chemical-focused background, the acquisition of Jason is in many ways a typical one for Quinpario’s unique approach to taking underperforming and underfunded businesses to create shareholder value – an approach based on a number of core philosophies that it applies to enhance performance and return on investment.

“The Jason Incorporated deal is a great fit for Quinpario, as it involves quality and marketleading businesses, great leadership and people, and potential for growth. In fact, it is very reminiscent of what made the Solutia transformation successful,” added Quinn.

“Through the acquisition by Quinpario, we will look to grow Jason beyond its current base businesses, with greater access to capital and the opportunity to take Jason’s growth to a whole new level.”

Quinpario Acquisition Corp. is a blank-cheque company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganisation or similar business combination with one or more businesses. Sponsored by Quinpario Partners LLC., a privately owned investment and operating company founded by Quinn, this special-purpose acquisition company offers proven executive leadership focused

on bringing long-term value to investors. The Partnership has made a significant investment in the US$172.5m Special Purpose Acquisition Company, clearly aligning their incentives with those of shareholders.

Actively utilising a proven, well-developed strategy that combines investment expertise with chemical industry experts, Quinpario is focused on bringing long-term value to its investors. As a vehicle for investing in specialty chemicals and performance materials, the focus is to partner with and/or oversee the management teams of underperforming and undervalued companies to make improvements that result in significant returns.

The beginnings of Quinpario are rooted in transforming liabilities into value. The sale of Solutia Inc. was the conclusion of an eightyear transformation of the company from a bankrupt, United States-centric commodity chemical producer beset by legacy liabilities, an uncompetitive capital structure and operational issues to one of the world’s premier global specialty chemical firms.

Building on this success, Quinn, along with several other former Solutia executives, formed Quinpario Partners LLC with the goal of helping to improve the performance of small- to midcap companies. As a self-capitalised investor, Quinpario serves as an activist, investing in companies that are either undervalued by the stock market or need a catalyst to reach their full potential. By applying their talent and expertise, the Partnership has a proven ability to create significant value by enhancing corporate performance, with investment capabilities up to several hundred million dollars.

Another way Quinpario distinguishes itself from its competitors, Quinn says, is by creating clearly defined business strategies. “We provide management teams with operational and transactional expertise, capital resources and foster a high-performance culture to deliver exceptional financial results. Quinpario is prepared to take an active approach, voicing our opinion on a company’s performance and past results, and we take an entrepreneurial approach to leadership that is unique in our industry.”

“As a self-capitalised private equity firm, we rely on our own financial resources,” Quinn continues. “Furthermore, Quinpario brings together everything necessary for success, including capital, management and talent, which is the constructive force to create value and ensure performance is at the high level shareholders deserve.”

Quinn also says Quinpario strongly believes in delivering superior results. “We are dedicated to answering to our shareholders and putting them first. As we deliver results, we will continue to earn the right to grow.”

Company: Quinpario Partners Name: Mr. Jeffry N. Quinn Email: info@quinpario.com Web: www.quinpario.com Address: 2935 North Forty Drive, Suite 201, Saint Louis, Missouri 63141 USA Tel: +1 314 548 6200

Acquisition International | June 2014 | 21

DEAL OF THE MONTH:

invendo medical Closes €20m Equity Capital Funding Led by Xeraya Capital

invendo medical Closes €20m Equity Capital Funding Led by Xeraya Capital In March, medical device company invendo medical closed a US$28m financing round led by new investor Xeraya Capital. Acquisition International spoke to dealmakers on both sides of the transaction.

Name: Fares Zahir Company: Xeraya Capital Email: xeraya@xeraya.com Website: www.xeraya.com Address: Xeraya Capital Sdn. Bhd. 26.03 – 26.08 Level 26, G Tower, 199 Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia.

Tel: +60 32381 8700

Name: Timo Hercegfi Company: invendo medical Email: timo.hercegfi@invendo-medical.com Website: www.invendo-medical.com Address: invendo medical GmbH Peterhofstraße 3b 86438 Kissing, Germany Tel: +49 8233 74498 26

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DEAL OF THE MONTH:

invendo medical Closes €20m Equity Capital Funding Led by Xeraya Capital invendo medical, manufacturer and distributor of a single-use and computer-assisted colonoscopy system, has closed a US$28m financing round. Xeraya Capital, the Malaysiabased venture capital firm, was the lead investor, investing half of that sum via an affiliated company. Also, a German family office joined as a new investor and existing investors TVM Capital, Wellington Partner, 360° Capital. invendo’s founders also participated in the financing.

It’s a deal consistent with Xeraya’s stated objective: to “bring life sciences breakthroughs to humanity”. As venture capitalists, Xeraya naturally have a job to do, says Fares Zahir, CEO of Xeraya Capital. “We’re investors, and we look for opportunities where there is a potential to make a return. When we make a deal we try to have a picture of what the company can achieve over the following year.”

But he also feels the deal will have positive implications for the medical technology industry, and also to the public. “invendo have the technology to raise the standard of colonoscopy,” he says.

Xeraya has a strong background in life sciences, with a three-pronged vision: “to react quickly to opportunities, take a long-term view on investments, and ensure portfolio companies make a difference in the lives of Malaysians and people around the world.” Ethics are very important for Xeraya, says Zahir. “We’ve got our own set of values,” he says. “Working with others is very important to us.”

With 20 years’ experience in the field of investments in public and private equities, Zahir was, before founding Xeraya Capital, with Khazanah Nasional, the Malaysian government’s strategic investment fund, and Xeraya Capital’s parent company. While there he headed the life sciences unit, formulating investment strategies and undertaking and monitoring the organization’s life sciences investments.

Khazanah Nasional has substantial stakes in companies involved in various sectors, including healthcare. One of these companies, IHH Healthcare, is one of the largest private healthcare providers in the world, based on market capitalization, and operates nearly 5,000 hospital beds worldwide. “This is an advantage for us,” says Zahir. It’s also an advantage for the companies Xeraya invests in, he says.

“We’re able to give innovative companies a great opportunity.” In addition, he says, they are providing opportunities for Malaysia and its workforce.

There are around 40 million colonoscopy procedures in the US every year. The procedure involves a doctor or nurse using a device to look into the patient’s colon, in order to detect conditions including ulcerative colitis (which

causes inflammation of the colon) Crohn’s disease (which also causes inflammation of the colon) diverticula (pouches which form in the lining of the colon), polyps of the colon and cancer of the colon (which is the second leading cause of cancer deaths).

But, despite the vast number of procedures carried out each year, compliance remains insufficient. And until now, there has been little technology aimed at changing the ergonomics of colonoscopy, says Timo Hercegfi, chief executive & financial officer at invendo, which is based in New York, USA. and Kissing, near Munich, Germany.

A colonoscope device is essentially a thin, flexible telescope. But as most colonoscopes are designed to be reused multiple times, there is a risk of bacterial infection, Hercegfi explains.

Also, the inflexibility of most devices makes the procedure an uncomfortable one, and one which requires the patient to be put under sedation.

As the invendoscope SC20 device is single use, there is no hygiene issue. It is driven gently in and out of the colon with computer assistance, with all endoscopic functions controlled via a handheld device. Furthermore, the very flexible configuration of the invendoscope minimizes the forces applied to the colon wall and it is therefore mostly painless for the patient, who does not need to be sedated and can therefore return to work much sooner than if the procedure had been carried out using a traditional colonoscope.

Hercegfi feels it was invendo’s innovation in this field that convinced Xeraya to invest. “They liked the fact that invendo were trying to revive a sluggish market with a single-use product,” he says.

The deal presented the usual challenges, says Zahir, “although this was nowhere near as complicated as some.” Because invendo had already gone through the approval process, and now have approval to sell in the US, the deal was much easier to carry out, says Zahir.

The smoothest deals usually benefit from an easy, natural relationship – and the Xeraya deal was no exception, says Hercegfi. “They got to know us over a period of time,” he says. This long standing relationship meant that there were no real challenges for invendo during the transaction. The company would visit Malaysia once or twice a year, to get to know the market, and in terms of due diligence they didn’t have to do very much, he says.

As for how this deal will affect Xeraya Capital, Zahir says it gives the firm an opportunity to grow. “We’re relatively new,” he says – Xeraya was formed in 2012 – “and so it’s good to get things under our belt.”

For invendo, the fresh funds will be used to build a marketing and service infrastructure in the US, to enhance production capacity for the device, and to support ongoing development projects that address optics and ease of use, among others, says Hercegfi.

Acquisition International | June 2014 | 23

DEAL OF THE MONTH: New issue strengthens CybAero’s global position

New issue strengthens CybAero’s global position First North-listed CybAero, which develops and markets unmanned helicopters, carried out a new issue in April, bringing the company an extra EUR 5.5 million.

The new issue will enable the company to expand in order to achieve its goal of becoming global market leader.

CybAero is a world leader within the field of unmanned helicopters, known as VTOL UAVs, and was last year identified as one of Sweden’s fastest growing technology companies. The venture was initiated through a research project between Linköping University and FOI (the Swedish Defence Research Agency) in the early 1990s. The company itself was founded in 2003 and current CEO Mikael Hult was recruited in 2004. Since 2007, the company has been listed on Nasdaq OMX First North.

CybAero’s product, the APID 60, which is an autonomous, pilotless helicopter, has been developed by the company’s aeronautical technicians and has been tested by the company’s customers in harsh environments around the world. The company’s customers come from the armed forces, civil authorities and companies with a need to monitor, survey and cover large areas quickly.

“The helicopters can carry out missions which are known as ‘DDD = dull, dirty or dangerous’, thereby reducing the need to put people in dangerous environments,” says Mikael Hult, CEO of CybAero.

High global profile The APID 60 has attracted considerable attention globally because it is easy to maintain, robust and cost-effective. The helicopters, which have a range of over 200km and a flying time of up to six hours, are adapted to the unique needs of each customer.

“Compared with our competitors, the APID 60 is competitive as regards procurement and operating costs and its flexibility,” says Mikael Hult.

In recent years, the company has seen a sharp rise in the number of enquiries from international customers, and the company is now represented via agents in over 30 countries across Europe, Asia and North America.

“The need for security and surveillance, inspection and surveying is rapidly increasing globally,” says Mikael Hult.

China – a fast-growing market In January earlier this year, the company won its biggest order ever, when Jolly Limited from Hong Kong and Chinese shipbuilders CSSC (the China State Shipbuilding Corporation) placed an order for APID60s which will be used from vessels by the Chinese customs authority. The order

24 | Acquisition International | June 2014

is worth EUR 5.5 million and is important for CybAero in a number of regards.

international institutional owners also strengthen our financial position further,” says Mikael Hult.

“The order represents a milestone for us. It is our first order from China, which is a rapidly expanding market with extensive marine and land areas which need to be monitored,” says Mikael Hult, CEO of CybAero.

Mature market According to Mikael Hult, the company expects to expand its order book many times over in the immediate future, particularly in the Asia market.

As no advance payment has been made, the company needed to strengthen its liquidity and in March commissioned Swedish bank SEB to investigate the possibility of a private placement of 1.8 million shares with a value of approx. EUR 5.5 million. Soon after, CybAero was able to announce that the new shares had been subscribed by four European and international institutions, of which Allianz Global Investors is the largest. The shares were issued at a subscription price of EUR 3.11 per share, equivalent to a discount of approx. 8% from the market price. The new issue increases the number of shares in CybAero from 12,465,003 to 14, 265,003 and the company’s share capital

by EUR 300,000, from EUR 2.1 million to 2.4 million. The new issue, which was approved at the company’s extraordinary general meeting on 6 May, will result in a dilution for CybAero’s existing shareholders by approximately 14.4 percent.

“We have long wanted more financial institutions among our shareholders and are very pleased that we have now gained some very well-known financial institutions. The fact that some of the world’s largest investors are investing in us is proof that we are an interesting company for investors,” says Mikael Hult.

The new issue safeguards the company’s delivery capacity and will enable the company to continue to take the lead in the development of its product.

Investing in the future The company currently has around 30 employees at its head office in Mjärdevi Science Park in Linköping. At the year-end, Mikael Hult expects the number of employees to be between 40 and 50. At the start of the year, the company had approximately 20 employees.

“The capital investment from the new issue will enable us to act more aggressively in the market and to expand more rapidly than planned and thereby achieve our goal of becoming the global market leader. It also increases our credibility as a long-term and stable player. Our new

“It was clear to us that the order from the Chinese customs authority generated considerate interest in Asia. We won the order in the face of tough competition from both domestic and worldleading companies, and the fact that they decided to invest in our unmanned system has attracted the interest of other customers with similar needs around the world,” says Mikael Hult.

The market for UAVs is expected to expand rapidly over the next few years.

“The market for unmanned helicopters has matured and will grow rapidly in the near future. There are a wide variety of applications for pilotless helicopters within the civil market and within public bodies such as the coastguard and customs authorities. We also expect a sharp upturn in commercial applications in the future,” says Mikael Hult.

Compared with a manned helicopter, the APID 60 is both cost-effective and has radically lower emissions. It can also carry out missions under demanding conditions without any need to put human lives at risk.

“By using pilotless helicopters, it is possible to reduce the consequences of natural disasters through faster and more effective response.

CybAero’s system gives an early overview of the extent of the destruction, enabling appropriate rescue operations to be initiated,” says Mikael Hult.

Company: CybAero AB Name: Mikael Hult Email: info@cybaero.se Web: http://www.cybaero.se/en/ Address: Tekknikringen 7, Mjärdevi Science Park SE-583 30 Linköping, Sweden Tel: +46 13 465 29 00 Fax: +46 775 707 158

DEAL OF THE MONTH: Delucchi Holdings Acquisition of eBrains

Christine Delucchi on the Delucchi Holdings Acquisition of eBrains A strategic digital communications + marketing agency, Delucchi Plus is a tribe of brand storytellers, strategic communicators and digital revolutionists. Fuelled by continual curiosity, we inspire our clients to find their voice, live their brand truth, and transform the way they communicate to accelerate growth. Thinking big, executing creatively, and always with measurable results, we’re a proven partner in creating stories and experiences that are anchored in data and managed with precision.

We have a team of more than 50 people headquartered in Washington, D.C. with additional offices in New York and San Francisco. Our team takes great pride in our honesty and integrity, the ability to give to our community and clients, and always delivering on our promises and exceeding expectations with the values of trust, mutual respect, integrity, honesty, accountability, transparency and collaboration guiding everything that we do.

We are not a traditional agency. We provide the next generation of integrated communications including brand strategy, creative development, public relations, and digital. We are change insurgents and rely heavily on new media, interactive and online strategies to help position a brand and elevate the results of traditional marketing efforts.

Our data-driven approach allows us to better understand each client’s customers and create targeted campaigns that drive above industryaverage results. The use of best practices in everything we do allows us to measure results along the way and make decisions that we can quantify.

We also form true partnerships with our clients—working collaboratively to leverage their brands—and it shows: our business is 95% based on referrals and for the past seven years we have enjoyed a 98% client retention rate.

With the acquisition of eBrains, we can further differentiate our services with a proprietary lead generation solution that guarantees a visitor conversion to destinations.

The acquisition of eBrains was targeted as part of the Delucchi Plus growth and diversification strategy. With a portfolio already strong in retail, real estate and hospitality, we acquired eBrains to grow our business in the travel and tourism industry as well as leverage their proprietary lead generation innovations across other industries and our entire portfolio.

The deal took six months to complete. I faced no significant challenges as part of this deal, thanks to a long-time working relationship with eBrains’ Ralph Thompson. I have known Ralph for more than 20 years, so he was already a trusted partner and colleague. We began seeing synergies between our companies—they share similar values and success as top agencies in the Washington Business Journal’s Book of Lists—so it was a natural fit.

This acquisition expanded and diversified our client roster, provided financial growth, and strengthened our travel and tourism experience.

For our clients, not much has changed. While the eBrains proprietary lead generation and e-mail marketing program was designed for destination marketing, it’s a service that we can begin to

provide across our portfolio. Beyond this access to additional services, our current client base has not been affected.

How will we assess the success of the deal in a year’s time? Ultimately, our metric of success is whether we can continue to build our travel and tourism portfolio — and attract new clients — with the unique research and proven lead generation solutions that we can now provide.

Looking to the future, this year alone, Delucchi Plus will grow 100%, with 50% attributable to the acquisition and 50% to organic growth.

Moving forward, we plan to grow 20% a year, unless we make another acquisition.

Company: Delucchi Plus Name: Christine Delucchi Email: cdelucchi@delucchiplus.com Web: http://www.delucchiplus.com Address: 2101 L St. NW, Suite 650, Washington D.C. 20037 Telephone: +1 202 349 4000

Acquisition International | June 2014 | 25

DEAL OF THE MONTH: SocietyOne Completes $8.5m Series A Investment Round

SocietyOne Completes $8.5m Series A Investment Round SocietyOne, Australia’s leading Peer-to-Peer (P2P) lending company, has successfully completed an $8.5m Series A round that includes investments from the newly-launched Australian venture capital fund Reinventure, Munich-based Global Founders Capital (GFC) as well as a private investment from Justin Reizes together with a number of existing investors.

Matt Symons, CEO and co-founder, SocietyOne Australia, tells us more about the deal.

Peer-to-Peer (P2P) lending, or online marketplace lending, involves using an advanced technology platform to enable people to invest directly in other people. As a P2P lender, SocietyOne connects investors directly with creditworthy borrowers in a way that is simple, secure and confidential.

SocietyOne offers a 100% online P2P loan origination process that is far more efficient than a traditional bank loan application. With no branch overhead or complicated legacy systems, SocietyOne is perfectly placed to offer borrowers and investors a better deal.

For borrowers, we take the complexity out of applying for a personal loan. We are pioneering true risk-adjusted pricing to enable applicants with good credit histories to be rewarded with better rates.

For investors, SocietyOne is a financial community where, for the first time, they have the opportunity to invest in an attractive new fixed income asset class: a diversified portfolio of consumer loans.

SocietyOne is a consumer-friendly company that is introducing P2P lending in Australia through innovation. We are using technology to shake up the way people view traditional banking and credit while providing customers with better financial value.

SocietyOne is Australia’s only active P2P lender and enjoys significant first-mover advantage in this market. Our platform and IP are world-class and give us a competitive edge that translates into licensing opportunities and the capability to expand into new P2P lending markets outside Australia.

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Unlike the legacy system dominated banks, SocietyOne is unencumbered by obsolete technology and has the flexibility to scale without significant incremental IT or overhead related expenses. With our IP hierarchy in place and lower-cost advantage, we are able to continue our development roadmap anchored around mobile devices and back-end data analytics and automation.

Our value proposition is based on offering a superior experience to customers in several ways: • By introducing risk-adjusted pricing to correct the structural mispricing that characterizes today’s personal loans market; • By validating borrowers – our platform is a veritable marketplace for credit where investors actively bid for fractions of loans, creating true pricing competition. This process is not only more transparent, but empowering for borrowers as well; • By developing practical mobility solutions like our award-winning SmartLoan app that streamlines the loan application and funding process on a mobile phone to three minutes; • Finally, in contrast to other existing P2P models, SocietyOne is building broadly sized asset classes in categories other than unsecured personal lending. We believe there are many opportunities in extending our product lines to markets adjacent to the personal loan that have specific lendingwriting approaches but similar amortization requirements.

The P2P or marketplace lending model is showing accelerated growth on a global scale.

In Australia, SocietyOne’s market-leading position and strong track-record of fellow co-

founder and COO Greg Symons as well as our entire management team triggered the initial discussions with the Reinventure Venture Capital Fund. Reinventure co-founders and Managing Directors Simon Cant and Danny Gilligan found our approach to innovation and technology very much aligned with their own.

Moreover, Reinventure found that there were few quality financial technology companies in Australia with the pedigree of our technology platform, with the potential of being exported into international markets. This unique and proven P2P lending system not only gives the company a real advantage locally, but also provides significant licensing opportunities overseas.

And Westpac, Australia’s second biggest bank by market value and Reinventure’s largest investor, will provide significant knowledge sharing and relationship building opportunities as we scale our lending operations.

In fact, these four areas are the cornerstones of Reinventure’s selection criteria when exploring new ventures in the financial services technology space: • They work with teams led by great entrepreneurs; • They look for business models with demonstrated traction; • Ventures with the potential to build significant, defensible businesses in the Australian and New Zealand markets with the potential for international growth; • Businesses with the potential to accelerate their growth and win their respective market through access to a strategic relationship with the Westpac Group.

DEAL OF THE MONTH: SocietyOne Completes $8.5m Series A Investment Round Established as an Early Stage Venture Capital Limited Partnership (ESCVLP) under the Venture Capital Act of 2002, Reinventure invests for the long term – another reason why the deal with SocietyOne was a good strategic fit.

The deal took approximately two and a half months to complete.

Before launching SocietyOne, our team took great care to assess Australia’s regulatory environment and design a fully compliant operational structure that would conform to the country’s credit and financial services laws. So, for example, SocietyOne is the holder of an Australian Credit License and also an Authorised Representative of Ironbark Asset Management Pty Ltd, the holder of an Australian Financial Services License (AFSL), through which SocietyOne can conduct a financial services business.

We also took the additional precaution of establishing a trust to segregate the interests of investors on the platform from the dayto-day operations of SocietyOne. It’s a flexible and transparent structure that holds investor interests (either as funds invested or entitlements to be received) as the loans are repaid. This was the first time in Australia that a P2P lender had gone through this level of compliance with the regulator.

SocietyOne is now applying to the Australian Investments and Securities Commission (ASIC) for its own AFSL to provide general advice and issue securities. SocietyOne is also in the process of registering its P2P lending trust with ASIC to allow self-managed super funds (SMSFs) and retail investors to participate on the platform.

As part of the deal, one issue we faced was how to manage the optics of the agreement and the resulting arms-length participation of a major Australian bank with a P2P lender. The reality is that venture capital funds, banks and other big institutional investors around the world are becoming increasingly involved in P2P lending as the industry grows in acceptance with consumers and small businesses. Game-changing technologies have historically emerged from outside the fields that they eventually disrupt, and this is no different in banking. The strength of the Reinventure partnership is that while Reinventure actively connects SocietyOne to key Westpac relationships, as an independently managed fund with incentives aligned to its ventures success, it ultimately works in the best interests of SocietyOne. As a P2P lender, SocietyOne is focused on bridging a gap in the credit markets through a more efficient model. We are launching a variety of credit products with custom rates that are cheaper, faster and better and therefore serve the needs of consumers. However, because a number of the asset classes that SocietyOne

targets are outside of the core bank lending offering, there are many opportunities for mutually beneficial arrangements between Westpac and SocietyOne. In practical terms, this partnership will allow SocietyOne to accelerate its rate of growth.

This is exciting because it means we will be able to offer more borrowers a better deal and give more investors access to attractive fixed income asset classes.

Transactions like this will create more lending opportunities for SocietyOne and help drive more business in the Australian P2P marketplace. It will also strengthen SocietyOne’s pioneering role as Australia’s leading P2P lender, creating further awareness of the category and recognition of SocietyOne as a responsible, alternative and innovative lender.

SocietyOne will deploy the additional capital to accelerate its growth and product development roadmap not only in unsecured personal loans, but also in adjacent asset classes where mispriced risk has created profitable niche opportunities.

Once Reinventure invests in a business venture, their job is to add value through the extensive operational experience of its co-founders and by unlocking maximum synergies with their largest investor, Westpac.

This means that the success of the deal will be partly based on how quickly Reinventure can help SocietyOne scale its operations and grow market share.

The second aspect of the deal is the degree to which Reinventure (and, by association, Westpac) are able to collaborate strategically through knowledge sharing and generate game-changing ideas that have the potential of offering customers more flexible solutions.

As a forward-looking institution, Westpac is keen to get insights into emerging trends like P2P lending and platform technology. Thus one of the objectives of the partnership is to actively co-create in areas that can benefit from our complementary skill-sets.

Over the next 12 months we expect that the market will grow significantly in Australia as it has done in other international markets. With comprehensive credit reporting (CCR) now in effect there are some exciting opportunities for SocietyOne to bring more innovative solutions to market and offer creditworthy borrowers a much better deal and far better customer service.

The next 12 months will be exciting for SocietyOne as we explore new prospects and new markets. We are working closely with a number of parties to explore cross-border opportunities, particularly in markets like New

Zealand, where the introduction of the new Financial Markets Conduct regulations is helping to facilitate P2P lending operations.

We have a few exciting products in the pipeline – in a year’s time we’d like to see our P2P Livestock Lending program expand to include a wide range of agent networks across the country.

We also want to see our special P2P medical lending program reach a broader group of professional categories like radiographers, dentists, engineers, CPAs and so on.

2014 will be also be an exciting year in Australia following the introduction of the CCR. Under this system, more information will be available about the credit history of individuals, allowing credit providers like SocietyOne to make more meaningful credit assessments and better price determinations. We are working with strategic partners to develop a new loan application process that will take full advantage of CCR while educating consumers about the importance of managing their credit scores.

We are also in the process of registering our wholesale managed investment scheme with the Australian Securities and Investments Commission to allow SMSF and retail investors to invest on the platform. In recent years, many Australians have adopted a self-directed approach to their finances. For example, there are currently 500,000 established SMSFs in Australia, managing more than $475bn, according to the Australian Taxation Office, with 700 new SMSFs established each week by people looking to actively improve their returns.

Our goal is to transform SocietyOne into a true multi-asset P2P lender that can offer investors a unique opportunity to diversify across multiple fixed-income asset classes using an online marketplace model. We are building a gamechanging, fixed income platform that appeals to savvy investors looking for self-directed investment opportunities that provide greater transparency and above-average returns.

Company: SocietyOne Australia Name: Matt Symons Email: matt.symons@societyone.com Web: www.societyone.com.au Address: Level 13, 60 Castlereagh Street, Sydney, NSW 2001 Telephone: +61 1300 144221

Acquisition International | June 2014 | 27

DEAL OF THE MONTH: SWARCO Acquires the British APT Group

SWARCO Acquires the British APT Group SWARCO – the Austrian-based traffic technology corporation founded by Tyrolean entrepreneur Manfred Swarovski – is an international group providing a complete range of products, systems, services and solutions for road safety and intelligent traffic management. With almost five decades of experience in the industry, SWARCO supports the growing mobility needs of society with turnkey systems and solutions in road marking, urban and interurban traffic control, parking, public transport, detection, info mobility and energy-efficient, LED-based signalling and lighting technology.

Not including APT, the Group consists of roughly 70 companies in 24 countries with a total staff of nearly 2500 employees and annual revenues of almost half a billion euros.

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DEAL OF THE MONTH: SWARCO Acquires the British APT Group The Austrian traffic technology group SWARCO’s success story is one based on numerous long term relationships with its customers – many of which originated 30 or more years ago, and today no other group in the industry has such a large portfolio of products, systems, services and solutions. SWARCO provides a one-stop shop for traffic infrastructure, offering anything from glass beads to road marking systems, LED signalling and lighting technology and leading edge software solutions for the management of mobility in the 21st century in all its aspects.

Over the past few decades SWARCO has conquered many leading positions in the traffic industry. As the world’s number one manufacturer of traffic lights and LED-based variable message signs, the market leader for road marking materials in Germany and the USA, and worldwide number two in the production of reflective glass beads for road safety, SWARCO has maintained its family business culture established by founder and owner Manfred Swarovski, who is among the most respected visionaries in the transport industry.

In May, SWARCO acquired the British APT Group, creating one of the largest traffic and parking management system businesses in Europe. In a deal signed by SWARCO founder and owner Manfred Swarovski on 7th May, SWARCO purchased 100% of the APT Group, which is based in the London borough of Harrow.

The acquired group comprises APT Security Systems, APT Skidata Ltd, APT Street Services, APT Technologies, SignPost Solutions Ltd and ParkingPal Ltd. The parties agreed not to disclose the purchase price.

SWARCO Group CFO Daniel Sieberer says that, from a strategic perspective, the natural fit between the two groups, their complementary rather than competing products and solutions, and their current and prospective target markets are the main reasons for this acquisition.

He is convinced that the acquisition of APT Group will significantly upgrade SWARCO‘s position on the UK traffic management market. “In particular we will strengthen our parking and electro mobility business, which strategically is one of our most important investment focuses,” he says.

SWARCO is particularly strong in the field of adaptive urban and interurban traffic control, including public transport solutions and parking management systems – everything from LED-based signage and parking guidance solutions to efficient parking information and communication technologies. APT has similar strengths and depth in its range of solutions that are centred on the safe movement and management of vehicles and people in the urban environment, adds Sieberer.

After the first contact with the APT Group was established, and the management made a firm

decision to acquire APT, the focus, says Johann Friembichler, who is responsible for M&A at the SWARCO Group, was to bring the right people together. “Only due to the hard work of the teams and the deep commitment of our colleagues we were able to handle this transaction within the planned timeframe,” says Friembichler. “Finally we found a solution which has led to a win-win situation for all stakeholders.”

As with most deals, there were, of course, challenges. Friembichler feels that key to the deal’s success was the commitment of the welltrained teams at SWARCO and APT, and also the cultural fit between the two groups. “It is always a challenge to handle M&A processes as well as handling the day-to-day running of the company, with limited resources on the part of all participants,” he says. “Therefore it is important to put the focus on the critical topics, right from the beginning.”

As a result of the deal, customers will benefit from an even broader range of products and services, says Friembichler. “The combined resources of both businesses can be focused on researching and developing new products, in order to get these products ready for the market in a more timely fashion in line with customer demands.” The two companies will be able to share product development, services, sales and marketing resources, and there will be a significantly increased number of fieldbased resources on hand to support the two companies’ customers in the UK, he says.

As for the future, SWARCO always observes the market for any good fits to its portfolio, says Friembichler. Infrastructure-to-vehicle communication (the wireless exchange of critical safety and operational data between

vehicles and highway infrastructure, intended primarily to avoid or mitigate motor vehicle crashes but also to enable a wide range of other safety, mobility, and environmental benefits), the implementation of a charging infrastructure for electric vehicles, integrated services for the mobile society, and “intelligent” road markings are some of SWARCO’s current research and development activities. “As a group, we are confident to pass the €500m turnover threshold in the fiscal year 2015,” says Friembichler.

The burgeoning parking management market – which is estimated to be currently about €3bn, and is expected to grow by more than 10% per annum in the coming years – will be an important one for SWARCO over the next 12 months, Friembichler continues. “Growth in the number of vehicles increases the problem of the scarcity of parking space,” he explains. “About a third of all traffic congestion occurs due to drivers searching for a parking space. Therefore it is important to increase the efficiency of parking systems, make them smart by providing a high level of convenience to the drivers and to simplify and automate the processes for business operation and administration for the benefit of parking facility operators.”

Company: SWARCO AG Name: Johann Friembichler Email: johann.friembichler@swarco.com Web: www.swarco.com Address: Blattenwaldweg 8, 6112 Wattens, Austria

Acquisition International | June 2014 | 29

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SECTOR SPOTLIGHT: 2014 Q1 Review

2014 Q1 Review

Nuclea Biotechnologies, Co-Founder, President and CEO Patrick Muraca provided Acquisition International his review of the healthcare marketplace for the first quarter of 2014 focusing on the life science industry and specifically the diagnostics sector.

Given that the global economy has experienced considerable uncertainty in recent years , we have observed a marked shift as we approached the end of 2013 and now in the first quarter of 2014. The healthcare marketplace is operating within a stable financial environment, especially as compared to 2008 and 2009.

As we know, a stable environment is more conducive for deal making. Many of the initial public offerings (IPO’s) that have been offered during the first quarter of 2014 have been successful. Interest rates remain low which is increasing borrowing power for interested buyers. For sellers, market valuations are continuing to grow. This creates a favourable environment for both buyers and sellers, leading us to believe that it will be a strong year for mergers and acquisitions (M&A’s) and overall deal volume.

In the life science industry, the US public marketplace has seen increased volume of IPOs, in part due to the infusion of venture capital funding into the biotech sector. We attribute much of the growth during the first quarter to the opening up of the venture marketplace. It was predicted last year that this would be a strong year for IPOs in the diagnostic marketplace and we are starting to see that come to fruition in the first quarter of 2014.

Acquisition International catches up with leading advisers from around the world to talk about the ups and downs, challenges and opportunities from 2014 Q1.

One area of focus for investors in the industry should be recent regulatory and legislative changes. These will present both challenges and opportunities for the marketplace. There are three key initiatives that will have significant impact on the regulatory framework for the life science industry: (1) While the Affordable Care Act (ACA) will create some uncertainty in the short term, over the long term this should grow the marketplace especially for diagnostics. We are seeing potential investors closely monitoring the implementation of the Affordable Care Act. The U.S. government, in their efforts to trim healthcare costs, has recognized the cost-benefit relationship of utilizing diagnostics in determining the appropriate course of patient treatment.

(2)The new Clinical Laboratory Fee Schedule established under the Physician Fee Schedule creates stability in the marketplace for diagnostics companies. With payer and provider rules stabilizing, an increasing number of diagnostic tests being deemed reimbursable. The new reimbursements for diagnostics and therapies have furthered market stability, allowing for better visibility in the medium term.

(3)As the FDA takes renewed initiative to review laboratory developed tests (LDT’s), it may create a degree of uncertainty if tests are deemed to be underdeveloped. The marketplace will closely monitor the FDA’s initiative to review LDT’s already on the market. We’ve also seen an uptick in FDA’s approval rates for new biosimilars, which will require additional companion diagnostics.

In the healthcare marketplace, the life sciences industry and diagnostic sector have seen healthy growth so far to begin 2014. Both of these sectors have seen significant investment over the last several years due to rapidly emerging technologies. Recently, we have witnessed an emerging trend with the introduction of new gene sequencing and proteomic diagnostic assays.

Overall, it’s encouraging to see many of the emerging trends from 2013 will continue well into 2014. As a company who completed a major acquisition of Wilex Inc. last year, we are glad to be well-positioned to take advantage of these trends. They will be helpful as we continue to raise capital to grow Nuclea Biotechnologies.

The industry should be pleased with the current stability of the financial markets, the status of the regulatory frameworks, and the opportunities emerging from new diagnostic technologies. All things considered, we expect to see many deals throughout 2014.

Company: Nuclea Biotechnologies, Inc. Name: Patrick J. Muraca, President and CEO Web Address: www.nucleabio.com Address: 46-48 Elm Street Pittsfield, MA 01201 Telephone: +1 413 749 4705

Acquisition International | June 2014 | 31

SECTOR SPOTLIGHT: 2014 Q1 Review There are a number of challenges facing Ghana’s economy. Firms lack access to affordable credit and reliable electricity supply, around a quarter of the population still lives below the poverty line and 6-7 million jobs (over half the country’s workforce) will need to be created in the next twenty years.

Although Ghana’s growth still reached 7% in 2013, it has slowed somewhat from previous years, and a further slowdown, to less than 5% this year as high interest rates and a weaker currency are depressing domestic demand, is probably to be expected.

Furthermore, Ghana’s economy’s continued large twin deficits and high financing needs leave it vulnerable to weaker external conditions.

It’s fair to say that the authorities have acknowledged the economic challenges, and have taken broad action in order to address them.

Responding to shortfalls in tax collection and grants, and ongoing overruns in the wage bill, in 2013 the government imposed levies on certain imports and on profits of some specific sectors. The government also eliminated fuel subsidies; sharply raised electricity and water tariffs; and compressed other spending. But despite these significant efforts made in terms of policy, the 2013 fiscal cash deficit reached 10.1% of GDP. The government’s 2014 Budget is focused on mobilizing further revenue, while also limiting current primary spending. The VAT rate was raised and the coverage was broadened to previously exempted activities. At the same time, we are seeing a greater attempt to control the wage bill through tight budget limits and strengthened payroll monitoring.

The government issued a policy document in early April setting out its strategy to address vulnerabilities in the economy, focusing primarily on public sector reform.

Strong policy measures are needed in order to reduce imbalances in the economy, as well as provide the space needed for social priority and infrastructure spending.

K-San Law Firm, in Accra, Ghana, under the visionary leadership of British trained Ghanaian Lawyer, Mr. Charles Owusu Juanah, uses a multi-disciplinary approach to legal practice. With a substantial corporate client base, the firm is committed to the protection of the interests of its clients. The firm advises corporate clients on a variety of issues in a wide range of areas of law.

With a significant core of its lawyers trained in the UK, the firm has been at the cutting edge in the provision of professional legal services since its inception in a plethora of high profile ground breaking local and international transactions.

----------------------------------------------------------------Ghana was the fastest-growing economy in subSaharan Africa in 2011. But the nation is now set for a third successive year of slower growth as the economy is exposed to risks caused by large current account and budget deficits.

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For Ghana, the main priority now is to restore macroeconomic stability. This can be done by addressing the short-term vulnerabilities that put Ghana’s transformation agenda at risk.

Ghana has undergone strong and broadly inclusive economic growth over the past twenty years, outperforming its peers in the region in terms of reducing poverty and improving social indicators.

We expect growth in 2014 to remain modest, at around 5%. But it is expected to recover in 2016 when Ghana commences the production of gas and explores its new oil fields – barring any macroeconomic instability.

A highly rated business climate and robust democratic credentials have helped attract significant foreign investment, supporting strong growth and a graduation to lower middle income status.

Ghana also needs to take further steps toward a larger and more front-loaded fiscal adjustment.

This could well set off a cycle of lower fiscal deficits and falling interest rates, thereby creating room for higher social and infrastructure spending and a crowding-in of private sector activity. This is consistent with the government’s agenda of transformation for Ghana.

Company: K-San Law Firm Name: Charles Owusu Juanah, ESQ E-mail: c.juanah@k-sanchambers.com Website: www.k-sanchambers.com Address: Anona House, C125 Subukwe Close Off Farrar Avenue, Adabraka, Accra, Ghana Tel: +233 2027 64355/+233 30 2224779

SECTOR SPOTLIGHT: 2014 Q1 Review

Private Equity and Real Estate Funds – Facing up to Regulation

By David Bailey, Group Head of Marketing and Communications, Augentius (UK) Limited The Private Equity and Real Estate as asset classes have remained largely unregulated until recent years. However, the financial crisis, the activities of Madoff and others, along with the belief of politicians that much of the financial crisis was caused by the alternative asset industry (of which Private Equity and Real Estate are considered to be part) has generated a plethora of regulation, all of which is now beginning to hit the industry in one form or another.

A relatively “light touch” level of regulation has been introduced in the US under the Dodd-Frank legislation and US managers now have had to register with the SEC and complete Form PF and the like. But relatively little has changed.

European Fund Raising has just become Different (and Difficult?)

Europe however is different. The AIFMD (Alternative Investment Fund Managers Directive) was introduced after much reiteration and came into effect on 22 July 2013, with the full force of the Directive increasingly being felt in the lead up to 22 July 2014. Whilst the AIFMD has had a major effect upon managers in the EU, nonEU managers are now beginning to realise the European legislation will also have an effect on them.

Over 33% of investor capital is raised from EU investors (per Preqin). Where investment managers are raising funds from European investors they will undoubtedly be faced with the implications of the AIFMD in one form or another. In the first place, attention now has to be paid to the individual private placement regimes - individual country regulators are now paying much more attention to their own regimes – and those that break the rules. If they get it wrong they could be penalised by their own regulator, ESMA. Its all new – country regulators have never been regulated before!

Even LPs are Starting to think Differently Many European funds are being forced by the AIFMD to employ the services of a Depositary.

And as LPs get used to having this level of asset protection in a fund, some are now looking to other managers to put in place. Augentius is aware of an Asian fund manager running a fund invested in Asia who has been asked by a major European LP to put in place quasi-Depositary protection. This wasn’t required by the fund or its regulator but has been put in place to meet the specific needs of an important LP. Will this become a trend?

The Next Headache - It’s more than just KYC During the recession Governments became increasingly short of cash (we all remember the US partly shutting down until they could agree more borrowing!). So they started to look at where they get their cash from – and focussed on tax payers who may not be paying in full. Here is not the place to debate domiciles and “tax havens”. However, we are all now faced with the imminent arrival of FATCA - another complex issue for managers.

move into the brave new world of regulation.

More work, more reporting and certainly more oversight. The responsibilities and workloads are only going to get bigger as time goes on – and funds need to properly equip themselves for this new world – or incur the wroth of their (now regulated) regulators.

-------------------------------------------------------------Who is Augentius?

Augentius is one of the largest specialist 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 120 fund management groups located in 35 countries around the world, Augentius is the only truly global player.

Initiated by the US against any US citizens who thought tax avoidance was a good idea, everyone else has jumped on the bandwagon with the G20 starting to initiate global FATCA.

Augentius provides depositary services to Private Equity and Real Estate Funds in the UK and elsewhere within Europe through its specialist business Augentius Depositary Company Limited.

Global Reporting – Something New for All The world has changed for Alternative Asset managers. Having put in place regulation over funds and their managers, regulators now need to ensure that regulations are adhered to. They also need to ensure that data is collected to enable them to ensure that markets and their participants are behaving in the way they should. They also of course need to analyse data to ensure that all relevant taxes are collected. Where will that data come from? Fund Managers of course! As a consequence there is going to be an increasing burden placed on fund managers to collect and report information and data. What is happening now is just the beginning.

A single minded focus on the sector, allied with a real desire to deliver the highest quality service to our clients, has resulted in Augentius being recognised across the globe as the leading player in the industry.

The Role of the Depositary The principle role of the PE/RE Depositary is oversight of the assets. The Depositary does not have control of the assets and they are not registered or held in its name – it merely needs to have oversight over them.

And so Q1 2014…..is just the beginning. Private Equity and Real Estate funds are now starting to

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

Acquisition International | June 2014 | 33

SECTOR SPOTLIGHT: 2014 Q2 Mid-Year Review

2014 Q2 Mid-Year Review 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 | June 2014 | 35

SECTOR SPOTLIGHT: 2014 Q2 Mid-Year Review

Mohamed Idwan (‘Kiki’) Ganie, Managing Partner of Lubis Ganie Surowidjojo (LGS) in Jakarta, Indonesia, talks us through his region’s Q2 period.

The natural resources sector, and in particular the mining industry, have seen a number of policy changes throughout this Q2 period that appear spurred on by populist sentiment, a trend that is expected to continue in the near future. A specific challenge this creates is that there appears to be something of a wait-and-see approach in certain parts of the industry as a result, which is further complicated by certain officials’ reluctance to make any significant decisions in advance of the 2014 elections.

Indonesia’s government issued a series of regulations implementing a ban on raw mineral exports legislated under the Mining Law. However, the restriction is not in full effect as the regime exempts five minerals from a higher standard of refinement for a period of three years, on the condition that the exporter owns sufficient reserves for eventual smelting and has a credible plan to construct a smelter or jointly process the ores.

One should plan for amendments to the regulations. For instance, the regulations stipulate that minerals currently not listed may not be exported until such time as there is definition of the purification standards. In view of this, we anticipate an issuance of subsequent refinement standard for minerals and amalgams currently not listed. We also anticipate that the Ministry of Finance may revise the corresponding export duties.

Separately, the government’s previous attempt to restrict export of unprocessed minerals in 2012 was eventually overturned before the Supreme Court. And subsequently a series of amendments to comply with the ruling were issued. The

36 | Acquisition International | June 2014

Indonesian Mining Association is challenging the current restriction, citing hardship and possible mass layoffs. We anticipate the government will revise the regulation, either to comply with any subsequent ruling or to soften the blow for small domestic miners.

Ultimately the issue is uncertain policy measures rather than bad policy, which at least could be planned around, and such a climate is likely to persist until at least the second half of 2014, after both the new parliament and the new president are determined.

Looking ahead, the mining industry is likely to require bankruptcy and restructuring expertise in the near future due to falling coal prices, rising costs, and an increasingly challenging Indonesian regulatory environment as most recently highlighted by the mineral export restrictions and divestment requirements. More broadly, due to the recent fall in the US dollar-Indonesian rupiah exchange rate a number of industries relying on imports, while also being faced with less consumer spending are likely to find themselves squeezed in the coming months.

In the course of Lubis Ganie Surowidjojo’s more than 29 years of service, we have secured our position as the premier Indonesian corporate transaction and commercial litigation law firm.

This combination of commercial law experience and litigation uniquely positions LGS to deal with the full range of commercial issues faced by our clients. We have experience representing a diverse range of clients, including domestic and multinational corporations, public and private companies, government instrumentalities and state-owned enterprises. We work closely

with our clients to understand their problems, determine their needs and arrive at practical solutions that are both cost-effective and viable over the long term.

One of our unique selling points is the combination of our long-standing commercial law practice and our premier litigation department that has extensive experience in dealing with commercial disputes in the context of alternative dispute resolution as well as litigation in the Indonesian courts. This allows our corporate transaction departments to benefit from such litigation experience to ensure that any transactions handled by the firm are carried out with a view to the potential for future disputes and any existing risks.

LGS has obtained Lloyd’s Register Quality Assurance certifications of ISO 9001:2008 for Quality Management systems and ISO 14001:2004 for Environmental Management systems to ensure the quality of the firm’s operations.

Company: Lubis Ganie Surowidjojo Name: Dr. Mohamed Idwan (“Kiki”) Ganie Email: ganie@lgslaw.co.id Website: www.lgsonline.com Address: Menara Imperium 30th Floor Jl. H. R. Rasuna Said Kav. 1 Kuningan Jakarta 12980, Indonesia Telephone: +62 21 831 5005, 831 5025

37

SECTOR SPOTLIGHT: 2014 Q2 Mid-Year Review

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.

38 | Acquisition International | June 2014

SECTOR SPOTLIGHT: A Complete Exit Solution to Deliver Maximum Success

A Complete Exit Solution to Deliver Maximum Success

We talk to Simon Daniels, a senior Director at KBS Corporate, about the value of their complete exit solution and the return of buyer confidence in the current market KBS Corporate is recognised as one of the UK’s leading providers of company sale services, offering complete project management and consultancy services to shareholders who are considering an exit strategy. Established for almost 20 years, KBS has successfully completed hundreds of company sale transactions across a wide variety of industry sectors, integrating specialist sale techniques of Corporate brokerage with award winning technical Corporate Finance expertise. The company employs a team of vastly experienced and dedicated people who are qualified in a variety of pertinent subjects including, accountancy, corporate finance and marketing to guarantee that a comprehensive range of skills will be utilised throughout any project to drive optimum deal value.

In recent years, KBS Corporate has realigned its strategy and enhanced service delivery throughout every aspect of the organisation. They now specialise in handling company sale transactions involving companies within the SME and lower mid-market segment (typically companies with a Turnover from £2m – £50m). The results have seen the company grow from strength to strength and recently it has enjoyed its most successful year to date. These outstanding achievements have been evident through 100s of successful company sale transactions and awards over the years.

Recently, KBS Corporate was selected by Acquisition International as ‘UK Dealmaker of the Year’ in recognition of their “accomplishments of the past year” and “exceptional service delivered over the last 12 months.” Simon Daniels, a Director at KBS Corporate, commented “We are delighted to have been recognised for our achievements by Acquisition International, which complements our recent award as a ‘UK Leading Adviser’. We take great pride in providing a service of the highest quality to all of our clients and our team are extremely dedicated in their work. This is reflected in our success, which has continued throughout 2014. Acquisition appetite and growth strategy are very much on the increase, our deal pipeline is already at its strongest level for many years. I am certain that with the quality and expansion taking place within KBS Corporate at present, we will ensure our commitment and accomplishments continue to exceed our recent achievements throughout the forthcoming year and into 2015.”

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At some point in their lives, many business owners will be faced with the challenge of having to exit their company. It is likely that they will have spent years developing the company since inception; therefore, finding the right adviser who may assist with the company sale process and handle every aspect to a successful conclusion is vital.

For many business owners considering the sale of their company, the ultimate goal is to sell it for the maximum possible value. The need to plan and prepare an exit strategy is imperative.

“The most advantageous time to consider a sale is when you don’t necessarily have to sell”, explains Simon Daniels, a Director at KBS Corporate. “This is an opportune time to consider a sale. With the M&A market gaining significant momentum in recent years, confidence has very much returned to the market this year and we are witnessing strategic growth acquisition activity across a range of sectors. Investment groups and PLCs with large cash reserves are showing more and more enthusiasm to acquire, along with an increasing number of cross border transactions. International acquirers are continuing to show fantastic appetite to acquire within the UK as it remains a very attractive foothold within Europe. It is the return of this competitive interest from these acquirers which is helping to drive very attractive deal values!”

The right adviser will provide you with the necessary expertise to deliver a commercial and pragmatic approach, ensuring that your company is presented in its best possible light, offering superior marketing and presentational techniques to attract the right calibre of interest from prospective acquirers. With a favourable M&A market and a number of exit routes available to sellers, quality advice and preparation will help to provide the necessary platform to maximise the level of interest and deliver multiple competitive offers, ultimately resulting in the optimum deal value.

In order to offer a ‘complete exit solution’ to its clients, KBS Corporate has proudly partnered with one of the leading national corporate law firms, Gateley LLP. Gateley is a full service law firm that promotes the commercial and strategic interests of companies, individuals and organisations across the UK and beyond, carrying a wealth of experience in

handling a broad range of M&A transactions on a daily basis. Unrivalled experience and expertise of acting on the sale of businesses and companies to both domestic and international purchasers ensures that clients get the advice they need, when they need it, to achieve their goals.

Khurshid Valli, a partner at Gateley, commented that “KBS Corporate is the only corporate broker within the UK to offer the option of all inclusive legal fees relating to the sale of your company.

The opportunity to include legal costs within the fee structure means that only one fee is paid at the end of the company sale transaction, outlined and fixed from the outset with no spiralling or hidden costs occurring, which may happen with a separate independent legal adviser.”

KBS Corporate is committed to maximising shareholder value by applying a highly proactive approach in order to identify prospective acquirers from across the globe. With a history of delivering success, a tailored sale strategy and complete exit solution will ensure that a number of ‘competitive’ offers are presented from an extensive UK and international range of buyer target routes.

Furthermore KBS Corporate can introduce the best possible consultants on matters relating to law, tax and accounting to fulfil a complete transaction process.

For further details regarding exit planning strategy or if you would like to speak with KBS Corporate to arrange a consultation, please contact Simon Daniels at KBS Corporate on 0844 38 77 352 or email simond@kbscorporate.com

Company name: KBS Corporate Name: Simon Daniels Telephone: +44 1204 214 341 Email: simond@kbscorporate.com Website: www.kbscorporate.com

SECTOR SPOTLIGHT: The BRICS: Centre Stage, But for How Long?

The BRICS: Centre Stage, But for How Long?

White Collar Crime prosecution and protection of Human Rights

Brazilian justice system suffered a radical paradigm shift in the 1990s, with the reestablishment of its democratic institutions, in a context of greater privatization and globalization. The judiciary has had a key role in implementing fundamental rights recognized by the Brazilian Constitution of 1988 as well as in human rights treaties. Brazilian institutions are more efficient, transparent and bound by the rule of law.

However, even though reconstruction of democracy in Brazil has been fundamental for protection of human rights, it is far from sufficient.

A police state is latent and essential individual rights such as due process and right of defense have become more flexible in the name of war on drugs, organized and transnational crime, terrorism, money laundering, amongst others.

As prosecution of white-collar crimes increased, human rights violations resulting from this form intervention became more frequent, under the pretext of deterring business crimes at any cost. In a context of what has been diagnosed

by Ulrich Beck as risk society, criminal policy is being oriented towards prevention and security, leading the State to intervene prior to the commission of an offense. This has led to greater preventive surveillance measures, creation of special competences in criminal procedure, as well as to a significant reduction of due process guarantees.

As paradoxical as it may seem, under the legitimizing mantle of democracy and in the name of crime fighting and social defense, unspeakable abuses have been committed, not only by the Federal Police, but also due to decisions taken by Federal Courts, with agreement of the Public Prosecutor’s Office.

We have had prison warrants being issued by the bulk, search warrants conducted with no specification, wiretapping as the first – an only – means of investigation.

Our Supreme Court has reacted to the abuses committed in the Federal Police investigations

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in order to set rules in courageous defense of human rights, but many courts, as well as congressmen have criticized this position, claiming it would lead to impunity. In this scenario of stricter laws being enacted by congress and of stricter jurisprudence from trial courts, the lawyer’s role in criminal defense has become even more significant.

Toron Torihara e Szafir: about us and our practice areas Founded in 1985, TORON, TORIHARA e SZAFIR is one of Brazil’s most renowned and respected criminal defense law firms. Operating harmoniously in all areas of criminal law, our firm offers legal assistance to both individual clients and companies. Since the launch of the Brazilian annual Análise Advocacia 500, in 2006, the firm has appeared though the years as one of Brazil‘s most admired.

Our team has ample experience in Financial Crimes, Money Laundering, Tax Evasion, Environmental Crimes, Crimes of Unfair Competition, Crimes concerning Consumer Protection Law, Economic Crimes, Business and Corporate Crimes, Bankruptcy Crimes, International Cooperation in Criminal Matters (Extradition, Rogatory Letters and Requests for Direct Assistance), Defamation, Electoral-related crimes, Crimes subject to jury trial, etc.

Our practice encompasses both litigation in criminal procedures (investigation, prosecution and trials) - be it defending the accused, or assisting the prosecution - as well as preparing legal opinions.

The firm and its lawyers are strongly committed to public service and pro bono projects and represent many indigent criminal defendants at trial, on appeal and in habeas proceedings in matters ranging from misdemeanors to felony cases.

We always keep in mind that those who seek us are thirsty for justice. From the father whose son was arrested, to the chairman of a company that has to deal with its director facing a police

investigation from matters associated with the company, it is our belief that providing the upmost committed professional legal assistance is not only a duty, but a renewed commitment to improve and develop our performance. We also believe that the bond between us and our clients is one of humanistic values. Anyone, who, at a time of hardship, seeks a criminal lawyer is also in need of someone to help overcome the pain and the suffering involved in a criminal proceeding.

Alberto Zacharias Toron In 2014, Alberto Zacharias Toron has been ranked as one of the most renowned lawyers in white collar crime practice areas by Chambers and Partners. In the rankings, he was recognized as “one of Brazil’s top experts for criminal law”, “an authority on the matter and is a wellrespected figure in the high courts.”

Alberto Zacharias Toron has a Masters Degree and PhD in Criminal Law from University of Sao Paulo (USP) and is a Criminal Law Professor at PUC University, in Sao Paulo. He concluded post graduate studies in Universidade de Coimbra (Portugal) and Sin Universidad de Salamanca (Spain). His is a former President of IBCCRIM (Brazilian Insitute for Criminal Sciences) and former director of the Brazilian Bar Association.

He is author of “Heinous Crimes - The myth of the prosecution” (1996); “Criminal immunity of city Representatives “ (2004); and “Professional Prerogatives of Attorneys “ (2006).

Company: Toron Torihara e Szafir Advogados Name: Alberto Zacharias Toron Email: alberto@toronadvogados.com.br Web: www.toronadvogados.com.br Address: Av. Angélica, 688, cj. 1111 Sao Paulo – SP, CEP 01228-000, Brazil Telephone: +55 11 3822 6064

SECTOR SPOTLIGHT: The BRICS: Centre Stage, But for How Long?

Shanghai scenery, view from the Oriental Pearl TV Tower

Wan Li, Managing Partner at Company: Seyfarth Shaw LLP in Shanghai, considers how China can revitalise its stuttering economy.

----------------------------------------------------------------By virtue of its open-door policy, reforms and its huge market, China has, over the past three decades, attracted a large number of foreign investors.

Now, China’s economy has come to a crossroads.

The pace of economic growth has slowed down.

According to a recent survey by the EU Chamber of Commerce in China, business conditions in China are getting tougher, and many European companies are wondering whether the “golden age” of multinational companies in China is over.

Increasing labour costs, labour disputes and strikes are big challenges for foreign invested enterprises in China. Corruption and government intervention, by way of administrative permits and approvals, also impede the dynamic of China’s economy.

China needs a new impetus for its economy.

China’s new leadership intends to revitalise the economy. The establishment of the Shanghai Free Trade Zone sends a message that the new government is keen to initiate new reforms, reduce and simplify administrative approvals, bring more freedom to the market, tackle corruption, promote service industries, encourage foreign investment and relax foreign exchange control. The new reforms will then roll out to the whole country if they prove to have been successful within the Zone.

In the era of new reforms, foreign investors will have new opportunities as well as new challenges in China. Our team at Seyfarth Shaw have more than 20 years’ experience in cross-border transactions, FDI and international employment law practice in China. We help foreign investors to capture new business opportunities, solve problems in business setup and operation, and ensure their operations are in compliance with the ever changing Chinese legal environment.

Seyfarth Shaw is a full-service, top tier international law firm with around 900 attorneys based in the US, London, Shanghai, Melbourne and Sydney.

The innovative SeyfarthLean client service model embraces technology and innovation, and distinguishes us from other firms in terms of providing the highest quality and most cost efficient legal services.

Company: Seyfarth Shaw LLP (Shanghai) Name: Wan Li, Managing Partner Email: lawn@seyfarth.com Tel: +86 21 2221 0608

Hong Kong city at night

Louise Barrington, principal of Aculex Transnational Inc., ----------------------------------------------------------------Within two years, China is likely to overtake the United States as the world’s most powerful economy. Even now, as the global economy wallows in negligible or even negative growth, China’s annual growth continues to progress comfortably at over 7%. The economic trend impacts the way companies conduct international business.

As China evolves from recipient of foreign investment to investor, the balance of power is shifting. Negotiating power is now more balanced, with Chinese partners often the investors rather than those seeking funds. So it’s more important than ever to ensure that contracts are clear and well drafted, and both sides are confident that, if a dispute arises, there is a fair and realistic system for protecting and ensuring their rights.

International arbitration is the method which international business operators have come to trust. By avoiding the perceived perils of an unknown or untrustworthy legal system, parties are confident of obtaining effective legal remedies to redress legal wrongs. Reduced legal risk means lower costs of doing business.

Hong Kong is uniquely placed for parties seeking a neutral and reliable venue for international arbitration. Under the “One Country, Two Systems” agreement, Hong Kong’s common law heritage remains strong, capped by a Court of Final Appeal recognized worldwide as independent and trustworthy. English is an official language, and mainland Chinese parties are often willing to accept Hong Kong as the place for arbitration. The Hong Kong International Arbitration Centre, the ICC Court of Arbitration and CIETAC (the top mainland Chinese institution) provide reliable choices to parties arbitrating in Hong Kong. Arbitration

awards are enforceable between Hong Kong and mainland China under a special arrangement.

Aculex is well positioned to assist parties seeking to know more about arbitrating in Hong Kong, or to provide dispute resolution services to those encountering conflict in their Asian affairs.

Company: Aculex Transnational Inc. Name: Louise Barrington Email: louise.barrington@gmail.com Web: www.aculextransnational.com Address: 9A Sunrise, Parkridge Village, Discovery Bay, Lantau, Hong Kong SAR

Acquisition International | June 2014 | 43

SECTOR SPOTLIGHT: Russia: The BRICS Top Contender?

Russia: The BRICS Top Contender?

Our world has become interconnected and offers opportunities for entrepreneurs around the globe. International businessmen create new markets, investment opportunities and innovative technologies in regions like India, China, Eastern Europe, Israel, and South America.

healthcare and medicine, all have experienced stable growth in recent years. There is also rapid growth in technology-intensive industries, such as IT and communications sector, chemicals and nuclear power, as well as complex and precision mechanical engineering.

DFJ VTB Capital Aurora partners work with extraordinary entrepreneurs around the globe. We invest in ideas and technologies with a potential to change industries and the world around us.

Demand for products from these sectors is rapidly increasing both domestically and internationally.

Our Fund takes an industry-specific approach to venture capital. Its investment focus presents numerous nanotechnology and core science opportunities across energy, new materials, information technology, industrial innovation, life sciences, and many other emerging sectors of technically driven industries.

Aside from Russian economy stalwarts (energy and mining industries), other major sectors such as oil processing, food, manufacturing,

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One of Russia’s main competitive advantages in the global market is its strong research and development institutions and educational system, which have decade-long histories. Russia has especially strong engineering and design schools in such sectors as aviation and space engineering, control systems, robotic engineering, materials science, complex software development, and a number of other sectors where significant innovations are expected.

Every Russian technology startup has to be prepared to compete on the international arena

early in its life. These companies establish themselves in the large and sophisticated domestic market first and expand into the global arena later in the development cycle.

Russian venture capital and investment prospects stack up well against other major emerging markets. There is a new generation of entrepreneurs at work today building new industries, basing their businesses on innovative intellectual property, creating competitive products and services.

Company: DFJ VTB Capital Aurora Name: Alexandra Johnson, Managing Director Email: ajohnson@dfjaurora.com Web: www.dfjaurora.com

SECTOR SPOTLIGHT: 2014: Growth and Trends in Relocation

2014: Growth and Trends in Employee Relocation Optimising your Global Mobility Programme in Mergers and Acquisitions

John Rason is Head of Santa Fe Group Consulting Services and is based out the company’s Global HQ in London.

----------------------------------------------------------------In 2014 we see the green shoots of global economic recovery, which are likely to see resurgence in mergers and acquisition activity.

Who’sWhoLegal (March 2014) support this positive outlook in their Research: Trends and Conclusions: Mergers & Acquisitions 2014: ‘Looking at the year ahead, the increase in cross-border activity and buoyant public markets promise a surge in M&A activity as investor confidence increases. The global macroeconomic outlook brings a general sense of optimism and lawyers anticipate growth in 2014 as activity levels revert to long-term trends’. (http://whoswholegal.com/news/analysis/ article/31143/research-trends-conclusions-mergersacquisitions-2014/) Having first-hand experience of being acquired (working for a global software company as European HR Director), I am sure that if I had been an expatriate on an international assignment during the acquisition process, both mine and fellow assignees’ fears, uncertainties and doubts would have been highly magnified.

It is crucial to involve Global Mobility leadership at the earliest stages to ensure your assignees remain engaged and motivated to perform and achieve the desired outcomes from the M&A. The keys areas for consideration will include:

Employee considerations l Assignee communication – what will be the mechanism for maintaining updates and open dialogues with assignees, who may feel isolated and disconnected – how will the merged companies decide who is a ‘keeper’ or a ‘leaver’? l What are the legal implications of potential redundancies – can the assignee sue in both home and host countries? l Assignee selection – especially where there may be mirrored roles in the same country/ region l Payroll and Expense management processes – how will this operate in the new structure? l Repatriation planning – especially for serial expatriates who may not have lived or worked in their home country for 20 years?

Business considerations 1. What is the preferred global service delivery model –this may be either centralised or decentralised? The merging/acquiring companies may have headquarters in different countries and have different approaches to their Global Mobility Programmes.

2. Should the two GM Programmes continue to be managed in parallel?

3. Similarly, which suppliers should be used? It is not unusual for large decentralised programmes to have more than 100 suppliers of global mobility services.

4. Should there be an immediate tender or Request for Proposal process?

5. Do both organisations actually know how

much they are spending in total on their Global Mobility Programmes?

6. Which Policies are to be adopted and should there be a soft or hard approach to varying conditions, or just allow the assignee(s) to remain on the same conditions aka.

‘Grandfathering’. This can be costly if you do and costly if you don’t!

Santa Fe Group Consulting Services work with Businesses and their HR functions on these challenges – either in parts, such as developing new policies or taking a more holistic view of the desired state outcomes and facilitate a phased approach to developing a series of programmed changes based on; l Immediate actions (what needs to be dealt with in the short term over the first 90 days) l Mid-term considerations (what operational changes need to be implemented – suppliers, policies, local country conditions) l Long term strategy (global mobility programme structure, links to talent, ROI metrics).

Company: Santa Fe Group Name: John Rason Email: john.rason@thesantafegroup.com Tel: +44 (0) 208 963 2544

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SECTOR SPOTLIGHT: 2014: Growth and Trends in Relocation

by Michael Cassiers, Secretary-General, The FIDI Global Alliance.

The FIDI Global Alliance is the largest global alliance of independent quality international removal companies.

With its headquarters in Brussels, Belgium, FIDI works in line with its mission and vision to offer customers a portal to an alliance of recognised quality movers.

-------------------------------------------------------------FIDI is the foremost and largest global network of international household goods movers.

Established in 1950 it has grown into a network of over 600 affiliates in more than 100 countries.

FIDI membership is dependent on a relocation company meeting a number of prerequisites, including strict financial health criteria, and successfully passing the FAIM quality certification (FIDI Accredited International Mover). The FAIM certification programme, repeated every three years by independent auditors EY (formerly Ernst & Young), is regarded as the moving industry’s quality standard and often mentioned as a reference in corporate RFPs for relocation services – for example, BP. While the activities of our members were initially focused on intercontinental and international moving, many have responded to corporate customers’ requests for additional services around relocation, such as house & school search, immigration, expense management and so on.

FIDI membership offers affiliates leverage possibilities and quality assurance due to the common quality standard.

The 2008 financial crisis had a negative impact on the demand for relocation services but in recent years demand started to rise again albeit more modestly. In the global market companies continue to send staff on international assignments but cost

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awareness has induced increased rationality in the decisions on mobility. Factors that are taken into consideration are the economic situation of the destination country, the sector, the existing presence of significant activities and the expected revenue. While financial services companies are still prudent, other industries, like the automotive sector, are more optimistic. Companies that generate more than 50% of their revenue abroad are in general more likely to send staff on international assignments.

Companies and organizations see international assignments as an important element of career development. Across all sectors, women represent, on average, around 20% of transferees but this proportion obviously varies significantly in sectors with high female employment.

The USA, the UK and China continue to dominate the list of destination countries.

European countries with important regional or international headquarters still occupy a prominent position on the list but emerging countries like Brazil and India are gradually moving up the destination ladder.

In the aftermath of the financial crisis companies have become much more sensitive to the costs of their mobility programmes and have set up cost control initiatives, sometimes supported by software applications. The compensation package and the relocation support are the main target for cost scrutiny, followed by housing costs. Although the relocation itself is a minor element in the assignment’s cost structure, it has come under cost pressure from corporate customers. Increasingly, the procurement department is playing a dominant role in RFPs which may lead to frustration for the HR or global mobility staff who have to manage the expats on a daily basis and keep them happy

and motivated. In the light of corporate ROI demands regarding the international assignment projects, making sure an expat can hit the foreign ground running, thanks to a good quality relocation, is important.

As a result of cost-awareness, some corporate customers have been giving more attention to outsourcing parts or the entirety of the mobility programme. Their motive is to reduce staff costs in general and of highly specialized staff, like tax and immigration experts, in particular.

Next, they expect to achieve better supply chain management through a one-stop solution. So ensuring compliance of the whole supply chain is becoming a new demand. Larger moving and relocation companies have seized the opportunity to position themselves in a more strategic role towards the corporate customers.

In the last few years, individual moving companies holding FIDI membership have started setting up their own branded commercial networks. At the same time, some larger companies are expanding through acquisitions.

Despite that the FIDI brand and the relocation business remain attractive, and prospective members are knocking on the door.

Company: The FIDI Global Alliance Name: Michael Cassiers Email: Michael.Cassiers@fidi.org Web: www.fidi.org Address: Blvd Louis Schmidt 29 1040 Brussels, Belgium Tel: +32 2 426 51 60 Fax: +32 2 426 55 23

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: Introducing 2014’s Most Highly-Regarded Insolvency Practitioners

Introducing 2014’s Most Highly-Regarded Insolvency Practitioners Abhimanyu (Abhi) Gupta is a director at Conway MacKenzie, Inc., the premier consulting and financial advisory firm to the middle market.

Across industries, and across the US, Conway MacKenzie delivers hands-on financial, operational and strategic services that help healthy companies grow and troubled companies get back on track.

Abhi Gupta has been focused on special situations affecting the middle market since 2009, and has gained experience in a wide variety of industries including financial services, steel, food and agriculture, real estate, automotive and construction.

food supply industries) to file a pre-packaged bankruptcy. The company emerged from bankruptcy within three months of the filings.

The Groeb Farms restructuring was later selected as one of the most successful of 2013 by the Turnarounds & Workouts newsletter.

With a strong educational background, which includes a CPA equivalent from India and MBA at Stern School of Business, he has consistently made tangible contributions to his clients over the past five years.

In terms of trends in insolvency, Gupta thinks that two critical factors are affecting the market.

“First, the economic recession of 2008-2010 led a number of lenders to purge their troubled loan portfolios,” he says. “As a result, bankruptcies and default rates dropped in 2013 compared to the years immediately after the recession.”

The second critical factor, he says, is that there has been ample credit in the markets and that has improved the general economic outlook.

“There is also more money chasing the deals and pressure on lenders to book new business,” he adds.

These contributions, he says, have been built on strong ethics, an ability to listen, and a willingness to roll up his sleeves and work alongside the management teams.

Gupta’s dedication, hard work and innovative solutions have resulted in numerous successful business transactions. For example, he worked with the management team at Anchor Bank (a US$2.1bn bank and Wisconsin’s largest thrift) to restructure its classified loan portfolio tracking, reporting and loss forecasting process from 2009 to 2012. AnchorBank subsequently won the restructuring deal of the year (US$250mUS$500m) from the M&A Adviser in 2013.

As a key member of the Conway MacKenzie team, Gupta assisted Groeb Farms (one of the largest distributors of natural honey and other food ingredients to the retail and industrial

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determining the most effective communication strategy with them. The second, and most important, aspect is to quickly identify the priority issues that need to be addressed,” he says.

“In my experience, these issues have ranged from working capital and cash management to operational and supply chain issues.”

The Detroit bankruptcy is being followed keenly, says Gupta, and will set a precedent for other similar bankruptcies and situations.

Gupta believes that corporate insolvencies will remain similar to 2013 and Q1 2014 – lower than the historical average and much lower than 2008-2009 levels. “However, things might start changing in the second half of 2015 and 2016,” he says. “I expect the corporate defaults to inch up to historical levels of approximately 3.5% in 12 to 18 months from now.”

As a result of these two key factors, the insolvency market has been slower, Gupta says.

“However, once the Federal Reserve tapering starts, some of the confidence will erode and insolvencies, defaults and bankruptcies will start inching up.”

In special situations, says Gupta, there are two critical aspects that guarantee a successful outcome. “First, one must be able to quickly and accurately read the management team – assessing their strengths and weaknesses and

Company: Conway MacKenzie, Inc. Name: Abhimanyu (Abhi) Gupta Email: agupta@conwaymackenzie.com Web: www.conwaymackenzie.com

SECTOR SPOTLIGHT: Measuring the Pulse of Africa’s Economy

Measuring the Pulse of Africa’s Economy

Experts Mac is an independent auditing, accounting and financial services firm with offices in Chad, Cameroon and Congo.

-----------------------------------------------------------------

Quality, excellence and integrity: these are the principles on which we built our business. ExpertsMac has built its reputation on its professionalism, availability and customer proximity.

Experts Mac is an independent auditing, accounting and financial services firm. We also offer advice on tax, social and legal affairs, in French, English and German.

Our clients are our strength; they are of the utmost importance. Most of our business comes from clients with whom we already do business or who have heard about us.

Our experts in oil and gas, petroleum and mining will help you find the best management, tax, legal and outsourcing solutions in in the Sub-Saharan African countries where your firm is operating.

Our clients’ confidence is justified by the high level of service quality and personal attention our team maintains. The experience, multidisciplinary and dynamism of our team deserve our distinctive performance.

We will always be available and at your disposal to provide you with best solutions and advice.

Company: Experts Mac Website: www.experts-mac.com Address: Carrefour Hippodrome, P.O. Box 1996, N’Djamena, Chad Tel: +235 223 018 58

360b / Shutterstock.com

Buwembo & Co. Avocates is a fully equipped commercial law firm based in Kampala, Uganda.

----------------------------------------------------------------Buwembo & Co. Avocates is dynamic and progressive, both in its thinking and in the way in which it is building its practice as one of the largest and leading commercial law firms in Uganda.

The company has an acknowledged reputation for handling work of quality and substance in a pragmatic commercial manner and at competitive billing rates.

The firm has extensive clientele locally, as well as in the USA, Europe, Asia, and South Africa. Amongst its clients are reputable International legal firms who are dependent on Buwembo & Co. to handle legal matters affecting this jurisdiction and across East Africa.

Buwembo & Co. is at the moment reviewing its 2011-2016 strategic plan with the intent of enabling better service provision with an ever increasing global demand in efficiency and quality.

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The firm’s work is divided into three broad divisions for management purposes: corporate; finance and projects; and commercial.

Buwembo & Co.’s corporate division is recognized as a world leader in mergers, acquisitions, flotation, joint ventures and private equity. These are often pioneering deals. While many people associate corporate law with mergers, acquisitions and private equity, there are many other types of expertise at work here. Lawyers specializing in trust/competition, employment, pensions and incentives help companies with some of the toughest issues facing modern business.

The firm’s finance practice leads the world’s strongest financial institutions practice and advises companies, funds and governments as well as banks in their funding, hedging and investment activities. Innovation and market leadership stand at the centre of our work. The firm’s projects team leads many of the world’s most important energy and infrastructure projects.

The commercial division of Buwembo & Co. offers a broad range of expertise, including litigation and dispute resolution, real estate, tax, technology, media and telecommunications, intellectual property and trusts. And while Buwembo & Co. mostly advises corporate and financial institutions, the firm’s trusts lawyers also work with individuals, charities and trustees.

Company: Buwembo & Co. Avocates Email: info@buwemboadvocates.com URL: www.buwemboadvocates.com Address: Plot 48, Rashid Khamis Road, Old Kampala, P.O.BOX 21841, Kampala, Uganda Tel: +256 414 341 335

SECTOR SPOTLIGHT: Measuring the Pulse of Africa’s Economy Elmina Castle, a UNESCO World Heritage Site

Activa International Insurance Company (Ghana) Limited is an insurer authorised by the National Insurance Commission of Ghana to write General Insurance Business.

----------------------------------------------------------------Activa International Insurance Company (Ghana) Limited is an insurer authorised by the National Insurance Commission of Ghana to write general insurance business. Activa International Insurance (Ghana), formerly known as Global Alliance Insurance, provides the widest range of general insurance products together with some niche products not available on the Ghanaian market.

These include the Assets Mark III policy (one policy combining 20 optional covers covering both personal and commercial lines including property, business interruption, liability and transit covers, among others). Niche products like medical malpractice, clinical trials, directors and officers liability, among others are also available.

We provide international client service backed by the best international financial security such as Munich Re, Lloyd’s, Africa Re and Ghana Re, among others.

As the preferred insurer of most of the multinational and blue chip companies in Ghana we offer excellent customer relations and prompt payment of legitimate claims.

based on benchmark insurance underwriting knowledge and specialised skills.

Our service is delivered by modern, dynamic, knowledge-based and efficient management systems backed by the state of the art IT systems.

We enjoy an extended geographical presence across Africa, with pooled competencies and expertise throughout the continent.

We are a core member of the Globus Network, a multilingual pan-African network present in 38 African countries offering globalised insurance solutions across the whole continent, and we offer our clients dedicated access to quality and reliable insurance services.

We provide customised innovative client solutions

Company: Activa International Insurance Company (Ghana) Limited Email: info@activa-ghana.com Website: www.activa-ghana.com Address: 3rd Floor, Heritage Tower, 6th Avenue, West Ridge, PMB KA 85 Airport, Accra Tel: +233 302 686 352 Fax: +233 302 685 176

Doherty Advisors, LLC Doherty Advisors, LLC is a New York based money manager founded in 2003 and specializing in trading options and futures in liquid exchange markets. The firm’s goal is to provide investors with attractive and consistent risk-adjusted absolute returns.

Our six person team has over 100 years of options trading experience, managing $325 million.

We offer three S&P based programs: Relative Value Volatility (RVV) - an absolute return market-neutral strategy Grey Swan - an equity tail risk hedge Relative Value Plus (RVP) - a hybrid of the above two, which makes it a protection and return strategy.

400 Madison Avenue, Suite 6A, New York, NY 10017 t: +1 646 213 2310 f: +1 212 213 9170 E: ir@dohertyadvisors.com

Acquisition International | June 2014 | 51

SECTOR SPOTLIGHT: The New Era Growth in Cross Border M&A

The New Era Growth in Cross Border M&A

Giancarlo Petroro, LL.B., LL.M., VP Strategy and Business Operations, IJW & Co., Ltd. -------------------------------------------------------------Founded in 2004, IJW & Co. (formerly IJW Management Inc.) is a corporate finance boutique offering M&A, corporate finance, and business valuation services to small to mid-cap companies in Canada. The firm’s M&A practice focuses primarily on companies with enterprise values between $5 million and $50 million in the technology, healthcare, agriculture, food and beverage, and cosmetics sectors. In addition to its growing M&A practice, the firm’s core competency lies in its valuation expertise. “Our clients rely on IJW to provide objective and accurate valuation advice for both corporate finance and M&A engagements,” Petroro said.

“M&A activity in the Canadian market is expected to slowly improve throughout 2014,” said Petroro. “However, we are still seeing acquirers remain cautious, which has resulted in prolonged acquisition processes. This has provided buyers with an additional risk reduction strategy, as it allows them to gauge how a target’s specific performance aligns with their projected results.”

In Canada, greater deal flow is anticipated within the technology sector, as the landscape continues to see transactions happening at inflated valuations in the US and abroad.

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Furthermore, there is increasing competition between strategic and financial acquirers for companies with unique IP. “With substantial sums of money on the side-lines, PE, VC, and corporate acquirers are competing in many cases for the same deals. This greater demand, and resulting liquidity, is having the effect of increasing valuations for quality deals,” explained Petroro. “In the first quarter of 2014, our valuation practice has seen a big uptick. This has been mostly related to private corporations requiring valuations to evaluate unsolicited offers from strategic and private equity buyers. We would like to believe that this is a good indication that transaction volumes should rise throughout the year.”

Having had extensive experience working on sell-side mandates, the professionals at IJW have kept a focus on canvasing the market for buyers on an international basis. “Especially as it relates to technology deals, the actual geographic location of the IP is not the primary consideration for the buyers. We have consistently seen the focus being more on the prospective cash flow generation of the technology, the strategic considerations of the deal, and of course, the talent of the target,” said Petroro.

“It is only through the process of canvassing international markets that we are capable of identifying the buyer that will maximize value

for our clients.” Other reasons that Canada is expected to see more action in the technology sectors is related to their R&D tax credit regime.

“Canadian companies can be of great interest to international buyers, particularly in the technology sector, given the well-established R&D tax credit system that has historically attracted both talent and start-ups from the US and abroad.”

With increased optimism amongst dealmakers, it is believed that the Canadian market will see more LOI’s getting submitted. “Although we do believe there will be more deals negotiated throughout 2014, we are still reluctant to believe that that will translate into increased closings. It will only be through the reduction of uncertainty in the market that we will see more deals close and this appears to be more likely to happen in 2015.”

& Co Company: IJW & Co., Ltd. Name: Giancarlo Petroro Email: gpetroro@ijw.ca Web: www.ijw.ca

SECTOR SPOTLIGHT: An Italian Revolution: Reviving the Economy

An Italian Revolution: Reviving the Economy Founded in 1994 by Maddalena Michieli, Professional Relo is a relocation and immigration service company for multinationals transferring their top managers to Italy, with or without their families.

-------------------------------------------------------------Italy has suffered heavily from the long economic and financial crisis, which has generated, together with the nation’s precarious political situation, a state of uncertainty and mistrust.

belief and the necessary motivation to really make a change.

What must Italy’s focus be on as the country seeks to emerge from the economic downturn?

However, it must be said that certain aspects of Italian society – households’ high levels of savings, strong family bonds, the inventiveness of small businesses and the high standards of several manufacturing sectors – have undoubtedly spared the country from an even worse fate.

Well, that’s a complex question. On a short-term basis, the country must firstly solve the problems linked to corruption. Italy also needs to simplify its unreasonably complex bureaucracy, which serves only to feed corruption. The country must improve certainty in legal matters and firmness in punishment. More needs to be done to reduce tax evasion, and the country is in dire need of reform. Consumption of goods and services inside the country must be increased.

The consistent reliability and good reputation of Italy’s President Giorgio Napolitano, together with the recent arrival of new Prime Minister Matteo Renzi, will hopefully help the country to find renovated energy, to rediscover optimism,

A number of sectors and industries will play important roles in Italy’s recovery.The country certainly must focus on its “Made in Italy” trademark, which represents excellence in so many sectors, from manufacturing, to food and

Salvatore Vitale, senior partner at Rome-based international law firm Vitale & Partners, gives his thoughts on how Italy can emerge from the shadow of the 2008 financial crisis.

-------------------------------------------------------------Since 2008, Italy has undergone a very severe financial crisis. We’ve seen a serious decline in some mature industrial sectors and the loss of a significant percentage of Italy’s GDP. But, in the last few months, there have been clear signs of recovery. More importantly, significant waves of foreign direct investment are proving that Italy’s trademarks and know-how are still appealing.

In particular, there are Arab and Turkish groups which have recently taken over well-known Italian companies and businesses active in the luxury goods and food sectors.

funds from foreign sources in order to grow and compete internationally. This was recently pointed out by the Governor of the Bank of Italy.

Besides luxury brands, Italy also has excellent companies active in automation and manufacturing which can be the target of some possible acquisitions by foreign investors interested to gather Italian know-how and technology, and also to better exploit such features at a more global level. The real problem facing many Italian companies is the difficulty of accessing bank loans and the limited size and potential of the Borsa Italiana, Italy’s stock exchange, which makes it necessary to get

Italy is still among the top four European manufacturing countries, and the second, after Germany, in terms of export capabilities and revenues. Unfortunately, the obstacles created by bureaucratic rules and administrative approaches and practices, as well as the abnormal taxation of business profits, limits the capabilities of such industries and businesses.

The new government and Premier Renzi must, as a top priority, simplify such overwhelming bureaucratic and tax pressures and obstacles by inverting the approach to reduce the public spending, in particular with regard to the bloated Italian bureaucracy, as well as the cost of Italian politics.

Decisive, strong fighting against political corruption (which still erodes up to 5% of the GDP) must now be a priority, as well as measures to simplify the enormous amount of bureaucratic requirements.

The Italian rules of civil procedure are undergoing a thorough reform, which also includes the

wine, to fashion, to mention just a few. Italy must also develop its tourism and culture industry – an incredibly underestimated and underdeveloped area, despite the huge capital available.

Italy must create an economic climate which will draw back entrepreneurs, young people and foreign capital to invest in our country.

Company: Professional Relo SRL Name: Maddalena Michieli Email: mmichieli@professionalrelo.com Web: www.professionalrelo.com Address: Centro Direzionale Colleoni Palazzo Orione 3, 20864 Agrate Brianza (MB) Telephone: +39 039 634 601

electronic filing of petitions and pleadings with courts, and the mandatory duration of proceedings. This should speed up court proceedings and make credit collection against defaulting debtors much easier and quicker, thus helping creditors to be more actively assisted for the full protection of their financial and business interests. Furthermore, mandatory mediation and alternative dispute resolution rules are being also implemented, at least as it may relate to less complicated cases. Finally, the culture of arbitration is acquiring new experts who can assist the most sophisticated foreign clients to solve their disputes out of court. All of this can contribute to improving the Italian investment environment, and to entice more foreign investors.

Company: Vitale & Partners Name: Salvatore Vitale Email: salvatore.vitale@vitalegal.com Web: www.vitalegal.com Address: 20 Via Cunfida, 00135 Rome, Italy Telephone: +39 335 775 8929 +39 063 974 6128

Acquisition International | June 2014 | 53

SECTOR SPOTLIGHT: BVI: The Go-To Offshore Investment Market

BVI: The Go-To Offshore Investment Market

In the past few years, it is fair to say that attitudes toward offshore financial centres have somewhat hardened; however, the British Virgin Islands (BVI) remains at the forefront of the world’s offshore centres, and we are poised to demonstrate full compliance with new standards, and to ensure our reputation remains intact while providing our cutting edge products and services to our clients.

It has been established that the BVI is well known as the premier offshore corporate domicile of choice for business companies and have grown to offer an array of sophisticated wealth management solutions and professional services within five key areas: trust and estate planning; investment funds structuring; captive insurance; ship and aircraft registration and mortgages; and corporate business services.

With 30 years of experience, we have distinguished ourselves from the competition by our high standards in transparency, confidentiality and quality of services rendered to high-net-worth individuals and companies that are engaged in business with BVI firms. As a well regulated jurisdiction, the BVI attracts quality business, and in collaboration with our private sector professionals have demonstrated a high level of professionalism that other offshore centres now wish to emulate.

We continue to make significant enhancements to our products: in 2013, important amendments were made to the Virgin Islands Special Trusts Act (VISTA), and Trustee Act and various other BVI Statutes relating to trusts and estates; the introduction of a new ‘regulation light’ regime for BVI domiciled investment managers and advisers; as a full Category one Red Ensign Register, the BVI now has the capacity to register vessels of unlimited tonnage. These are just a few highlights with many more on the agenda as we have designed a strategy to further establish and to aggressively market ourselves as truly a one stop shop for all financial service needs.

Opportunities are abound in the BVI with the recent passing of the Arbitration Act 2013,

54 | Acquisition International | June 2014

which modernises the previous principles of arbitration and facilitates fair and speedy resolution of disputes without unnecessary delay or expense. The Commercial Court has made decisions on high profile cases and set numerous precedents since its inception in 2009.

There are many challenges ahead – and we will continue to embrace them. The BVI is prepared to remain vigilant in sustaining our leadership advantage and along with our innovative nature to meet the highest standards set by international bodies and protect the reputation of the jurisdiction by partnering only with the best in the industry, we are in a position to do so.

There are areas of opportunity that we are currently embracing in order to improve our financial services product and maintain our position for the long term. We have implemented a literacy programme on the industry in our school system to foster succession planning. We have made infrastructural investments to include business hotels and conferencing facilities to enhance the industry capacity. And we are investigating current markets and exploring new ones in an effort to diversify our industry.

With close to 500,000 active companies globally, the BVI has become the corporate domicile of choice but what factors make the BVI such a global investment hotspot?

Its simplicity, ease of use, flexibility, wide acceptance and cost competitiveness.

Due to the popularity of the BVI Business Company (a versatile corporate vehicle that is easy and quick to establish under the British Virgin Islands’ BVI Business Companies Act) in emerging markets like China and other BRIC countries, industry leaders noted that no other corporate vehicle has quite the same impact.

Hence, ownership of a BVI Company has become standard practice for high-net-worth individuals, businesses and even governments for investing and carrying out other cross-border transactions.

The use of this vehicle has demonstrated

economic growth that outpaces global averages in these markets.

The BVI plays a vital role in the wider global economy and will carry out the responsibilities associated with its role with the continuous implementation of our longstanding success formula of balancing legislation, regulation and a business friendly environment that meets the highest international standards.

We are recognised by international organisations like the IMF and the OECD as one of the safest, most trustworthy, most robustly regulated and reliable financial centres in the world. It is for this reason that BVI companies are used globally, by a wide range of businesses, for transactions across the globe.

The BVI government consciously collaborates with the private sector, to ensure the stability and neutrality of the jurisdiction and make a significant contribution to the flexibilityof the global economy.

BVI will continue to commit to the future growth and development of our offerings to our global partners. We will continue to be vigilant and flexible in our services while maintaining international standards as they continue to change and remain compliant, transparent and confidential to our clients and firms that engage in business with the BVI.

Company: British Virgin Islands International Finance Centre Name: Sylvia Moses, Executive Director of the IFC Email: info@bviifc.gov.vg Web: www.bviifc.gov.vg Address: Haycraft Building, 1 Pasea Estate Road Town, Tortola VG1120, British Virgin Islands Telephone: +1 284 468 4335 Fax: +1 284 468 1002

SECTOR SPOTLIGHT: BVI: The Go-To Offshore Investment Market

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

By way of background, the BVI has a highly regarded legal system based on English common law and is home to the Commercial Court of the Eastern Caribbean Supreme Court which provides unparalleled legal access to practitioners. The legal framework is modern yet proven and trusted with prudent modern regulations. There is a stable political climate, with orderly changes of Governing parties upon election. There is a dedicated network of high quality sophisticated corporate and financial service providers based in the BVI. It is home to the full array of global offshore law firms and also all of the ‘Big 4’ accounting & audit firms, along with a very good range of niche and boutique service providers. It is OECD ‘white listed’ and is a member of IOSCO (International Organisation of Securities Commissions).

Service providers in the BVI are very competent and good at what we do. The jurisdiction itself has built its own reputation for the past 25 years and has proven it will do what is necessary to enable business to thrive within the BVI. People can rely on the BVI. For that reason BVI has long been recognised as the ‘go-to’ domicile for the incorporation of offshore companies. There is no question that this can be attributed in large part to the basic tenet of the jurisdiction being tax neutral, highly cost efficient and offering a good degree of privacy within which to conduct business affairs.

In terms of the current environment, business remains bullish. Whilst the statistics released for the year ended 2013 for BVI show a decline in year on year numbers, with almost 54,000 companies incorporated in 2013, it is clear that confidence in the BVI and its core product remains strong (BVI is the number one domicile in the world by number of registered companies). There continues to be a small decline in the number of mutual funds registered in BVI, but the year on year decline is slowing significantly (BVI is the number two domicile

in the world by number of registered mutual funds). The decline one could argue reflects the economy in general and the unwillingness of investors to invest and banks to free up flows of capital. However, the increased demand for (or registration of) BVI Approved Investment Managers proffers reasons for confidence that the BVI Investment Business sector will remain strong.

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

We are of the belief that the products, services and opportunities available in the BVI provides a strong platform for the BVI to progress. With increasing scrutiny on the substance over form and the qualitative or value driven investor/ practitioner demanding or needing more from their service providers, there is an opportunity for service providers in the BVI to accommodate this business and type of client. Such a path of progression is inevitable on the back of the recent financial scandals and the latest economic crisis, both of which have led to a world of increasing compliance and a need for transparency.

One area of business that we anticipate will grow significantly in the BVI is the provision of BVI based independent directors who can implement and administer an appropriate good corporate governance structure. We have already invested a significant amount of time and resources in this area developing appropriate frameworks, processes and systems which will facilitate the provision of a range of value added ‘middle office’ services. We feel we are well placed to capitalize on this segment of the industry and see it as an increasing and exciting opportunity to increase business flow into the BVI. What do you think the key challenges are for your region’s economy and how do you think these challenges can be met?

With the increasing pressure being placed on so called ‘tax havens’ and specifically British Overseas Territories, the next round of the FATF mutual evaluations for BVI taking place later in 2014 will be critical. BVI is well placed to perform well in the evaluations but the key will be to demonstrate that BVI exceeds the standards being set down and in all material respects outperforms its peers. Key will be implementation by service providers of the recently amended FATF recommendations, which will possibly require some BVI service providers to tweak their existing business model.

In conclusion it can be said that the BVI is placing itself well in a competitive and continuously evolving industry. It has demonstrated over an extended period of time its ability to meet the changing demands of stakeholders and yet simultaneously enhance its products and reputation. The BVI is an ideal place to do business and will continue to be the leading choice for the discerning needs of the global financial community.

Company: Folio Corporate Services Limited Name: Calum Mckenzie Email: calum@folioadmin.com Web: www.folioadmin.com Address: Folio House, James Walter Francis Drive, PO Box 800, Road Town, Tortola, British Virgin Islands Telephone: +1 284 494 7065

Acquisition International | June 2014 | 55

SECTOR SPOTLIGHT: Macedonia: Excelling in a Competitive Climate

Macedonia: Excelling in a Competitive Climate Risto Ivanov, President of Management Consulting Association 2000 in Macedonia, tells us why the central Balkan nation’s economy is on the up.

-------------------------------------------------------------All governments in the Balkans are determined to embrace the bold policy approaches required to attain levels of socioeconomic growth necessary to improve the prosperity of all its citizens and to facilitate eventual integration with the European Union.

This is being followed, especially in Macedonia, by implementing a highly-liberalised foreign trade policy and joining economic and free trade zones, as foreign investors need to be attracted. At national level, governments strive to enable development of a stable micro-economic environment aiming to support the growth of domestic consumption, industrial output and creation of a favourable business climate for foreign and domestic investment. Therefore, a number of measures have been implemented resulting in lowering business regulations, involvement of private sector investment in public sector reform, further trade liberalisation, easier access to financing and a general reduction of the overall tax burden.

The automotive components sector, information

Giovanni Peluso, of Iacobelli & Partners law firm, which has offices in New York, Rome, Milan and Skopje, tells us how Macedonia is taking steps to kick-start its economic growth.

-------------------------------------------------------------As a small, open economy, Macedonia continues to take active steps to attract foreign direct investment. The country has enacted legislation that not only ensures an equal footing for foreign investors vis-à-vis their domestic counterparts, but also provides numerous incentives to attract such investment. Even before gaining full World Trade Organization membership, Macedonia consistently provided national treatment to foreign investors. The country has concluded a number of bilateral investment protection treaties and other multilateral conventions that impose stricter protection standards for foreign investors.

In recent years, the software industry has emerged as one of the most dynamic sectors of the Macedonian economy. The Macedonian software industry has outrun the

and communications technology, healthcare products, the agribusiness and food processing industry, the textile industry and tourism have seen the most activity over the past year.

Macedonia is now starting to see an increase in interest from international investors firstly thanks to its high ranking on the World Bank’s Doing Business index. Also, Macedonia boasts a strategic geographical position at the crossroads of two main European transport corridors. Macedonia has signed various bilateral agreements that give local producers free access to the European Union and other markets, making Macedonia a highlycompetitive production and export platform.

Macedonia offers a stable monetary environment, with one of the lowest inflation rates in the region and a stable currency. Investors in the country benefit from a very favourable tax environment, with one of the lowest corporate income tax rates in Europe. In addition, Macedonia has several Investment Zones with up to 10 years’ tax holidays for corporate profits, employment income, VAT, customs duties and others.

The country also has a highly qualified workforce and one of the most competitive labour costs in Europe, as well as highest standards in its corporate

development pace of the overall economy and became an engine for growth, innovation and competitiveness. Like several other transformation countries in South East Europe, Macedonia has discovered the strategic importance of the software industry and its enormous potential for exports.

The ultimate goal of the transition process of the Republic of Macedonia is the development of a modern, democratic society based on a developed market economy, taking appropriate care of the economic and social challenges and problems.

Over the past few years, the various governments have successfully reduced the fiscal deficits and they have focused on maintaining a low inflation rate, a stable denar exchange rate and low interest rates.Although the above has enabled the development of a stable macroeconomic environment, the country has not been as successful in re-starting its economic growth. Although positive, the growth rates recorded during the last few years are still behind

reporting and corporate governance and it already applies a significant number of the European Union standards on public procurement, competition, state aid, OECD corporate governance principles and product standards. All these advantages are supported by continual knowledge transfer and best practice exchange, where MCA 2000 and its members have remarkable contribution

Managing Board members: Jane Vrteski, Zdenka Nikolvska, Risto Ivanov, Svetlana Petrovska, Vasko Karangelevski

Company: Management Consulting Association 2000 (MCA-2000) Name: Risto Ivanov, President Email: mca2000info@gmail.com Web Address: www.mca-2000.org Address: Mito Hadzivasilev Jasmin 48 block 5, 1000 Skopje, Republic of Macedonia Telephone: +389 77 88 92 42

expectations and lower than those of the region’s most dynamic countries. The government’s future stated objectives are to support the growth of domestic consumption, industrial output and create a favourable environment for foreign and domestic investment.

With the recent economic reforms, Macedonia has created the most attractive tax package in Europe. These reforms include introduction of flat tax rate of 10% for corporate and personal income, which simplify the tax system and stimulate successful companies to further improve operations and increase profitability.

Iacobelli & Partners Company: Iacobelli & Partners Name: Giovanni Peluso Email: gpeluso@me.com

Acquisition International | June 2014 | 57

AD LA Azim ud Din Law Associate was founded in 1958 and is one of the oldest Pakistani law firm. The firm offers a wide range of legal services in many areas of business and assists both Pakistani and foreign companies. For the years of practice the attorneys of Azim ud Din Law Associate have been conferred numerous awards and its partners, Associates and Advocate’s have authored a number of law books on important issues. The firm throughout has been among the top Pakistani law firms according to The Pakistan Bar Council’s Journal’s annual surveys. Based in Pakistan, the firm has offices in Karachi, Islamabad and Lahore.

The firm deals with all aspects of domestic and international law. It advises and provides assistance and legal opinions on various aspects of business activities ranging from the registration of companies and their winding up, providing counseling to investment projects, handling litigation and arbitration, advising on marine and aviation insurance and participation at bankruptcy proceedings. The firm has offices in the cities of Karachi, Lahore, and Islamabad. Our attorneys and advocate are actively involved both in law practice and research activities. That gives them the ability to maintain high professional standards in the rapidly developing legal environment around the globe and are ready to solve the most complex problems.

The firm is a member of ASIL which is the world’s largest international network of international law firms having members in all countries of the world.

HeadOffice 4-Mazang Road, Lahore.

Islamabad Office AlMarkaz Building,BlueArea,Islamabad.

Karachi Office Suite No403,4th Floor, Ibrahim Trade Tower, Shahrah-e-Faisal, Karachi.

Tel:+9221 4327746,4327747.

Fax:+9221 4327746.

Mobile:+923062127219,+923332341789 Email:info@azimuddinlawassociates.com Website: www.azimuddinlawassociates.com

SECTOR SPOTLIGHT: Utilising Third Party Fund Administrators

Utilising Third Party Fund Administrators UMB Fund Services is an award-winning service provider that administers many types of investment structures. These include private funds, trusts of various types, and US 1940 Act registered funds, as well as US 1940 Act registered private funds. Founded in 1990, UMB Fund Services is a wholly owned subsidiary of UMB Financial Corporation, which celebrated its 100-year anniversary in 2013. UMB’s main competitive differentiators are its high-quality people with deep industry expertise; its timetested processes and ability to deliver a boutique, client-focused service model; and its turnkey service offerings, which allow an investment manager to start many types of fund structures quickly and with the benefits of our insight, expertise and assistance.

Lonnie Macdonald, Executive Vice President, Alternative Investments at UMB Fund Services, tells us why – with the increased focus on compliance and risk, the greater emphasis on the fees associated with investing in a fund and the growing complexity generated by the creation of new alternative structures such as registered private funds – independent fund administrators like UMB are becoming increasingly important.

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

The US hedge fund business is healthy and growing. The initial reaction of hedge funds and private equity funds post-financial crisis was major asset contraction; many funds collapsed or closed, and hedge funds of funds were hit particularly hard. In the last three years, however, as assets have grown dramatically in all structures, we have seen a re-emergence of the hedge fund of funds and the emergence of many more managed accounts using hedge-like strategies.

Many firms have also turned to outsourcing some or all of their back- and middle-office functions, as managers focus on what they do best – manage money. Most are looking to gain operational efficiency and reduce risk.

The compliance burden US managers face is substantial, so they are looking for expertise outside their firms for assistance.

How has your area changed compared to the previous year? Where do the greatest opportunities for investors lie?

There have been few changes in the last year, except growing regulatory pressure in the US and abroad. AIFMD and FATCA are driving a lot of new concerns among managers as they

struggle to learn about the impact of these new requirements on their operations. This of course puts some pressure on administrators like UMBFS, but we have kept ourselves well informed and are prepared to help our clients with their compliance obligations.

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

The key economic concerns we have are the low interest rate environment and how long it will last, and the continued growth of the US and global economies.

To what do you attribute the continued growth of the alternative fund industry?

The alternative fund industry has continued to grow because investors want and need alternative asset class investments to diversify their portfolios. It’s as simple as that. Many institutional and individual high net worth investors are looking to alternatives and private equity to give a potential non-correlated performance boost to their overall portfolio performance and to help diversify risk.

Alternatives are also now being offered in both 1940 Act registered funds and UCITS, which provide a higher level of transparency than with traditional hedge funds. These funds are being offered by a wide variety of intermediaries with much lower initial investment minimums than in typical alternative structures in the US and abroad, which has led to a “retailisation” of alternative portfolio strategies. This is good for investors, who get increased exposure to alternative investment strategies, and good for money managers, who have increased potential to grow their distribution and assets under management. Administrators benefit as well, as managers look to us to help them with the increased complexities that accompany the administration of registered products.

to focus more on managing money and less on operational burdens and challenges in an increasingly regulated environment.

What part does an administrator have to play in attracting capital, particularly from large investors?

The biggest role an administrator plays in attracting capital is the legitimacy it lends to the manager. When a manager chooses a good administrator with clearly defined processes and procedures, it gives many investors comfort.

They all know that a manager should be primarily focused on managing money, not on operations. Many believe that is better left to administrators, who have the people, processes, technology, experience, and controls in place to provide proper administration to the fund and its investors.

What makes a good third party fund administrator?

The best third-party administrators are those who have a great breadth and depth of experience and the technology to service your fund, as well as a service model that makes you feel as if their services and people are an integral part of your own business. If you can find that kind of partnership with an administrator, you have found a good one!

UMB Fund Services is just that kind of service provider. We stay focused on our clients and their investors, because we are in the “trust” business. Our clients and their investors trust us with one of their most precious assets, and we want to make sure they can count on more from us than from any other administrator.

We are focused on making sure individual and institutional investors know that their money managers made the right decision when they chose UMB Fund Services as their administrator.

Why are independent fund administrators now more important than ever? What are the main advantages they offer?

Independent fund administrators are becoming more important due to the increased focus on compliance and risk, the increased focus on the fees associated with investing in a fund, and the increased complexity generated by the creation of so many new alternative structures such as registered private funds. The expertise a top-flight administrator brings to the table can greatly assist any money manager looking

Company: UMB Fund Services Telephone: +1 (801) 866 1196 Email: lon.macdonald@umb.com Website: www.umbfs.com

Acquisition International | June 2014 | 59

SECTOR SPOTLIGHT: Utilising Third Party Fund Administrators Anton Seatter, Associate Director, Corporate & Institutional Services, RBC Wealth Management discusses why investors demand more information these days, and the role independent administrators can play in providing it.

-------------------------------------------------------------Snapshot of the sector and the investor Today, we are seeing a greater proportion of ultra high net worth individuals, family offices and sovereign wealth fund investors looking to establish new funds.

In addition, capital is coming from a wider range of geographies including Latin America, the Middle East and Southeast Asia. There is continued demand for traditional GP/LP structures, but many of these investors are increasingly choosing to invest their capital in different ways, notably in co-investment and managed accounts.

The current operating environment is dominated by increased regulation such as AIFMD, implemented in 2013, which has meant that managers have significantly more regulatory compliance to deal with.

Key challenges ahead The availability and valuation of investments remains the biggest challenge. Unrealistic valuations are particularly challenging when there is market volatility and a general scarcity of good-quality transactions.

Issues around valuation have been exacerbated by the excesses of dry powder in the private equity market, commonly estimated at over US$1tn. Many investors have raised concerns around there being too many

Rhea Gordon, Director, Private Equity at Sanne, an independent, global provider of fund and corporate administration and depositary services, explains how independent administrators can help managers navigate the often complex private equity landscape.

-------------------------------------------------------------Private equity fundraising is challenging to even the most successful managers. However, 2013 saw significant increases in total fundraising with more than double the previous year’s levels being raised by European managers – proving there is still plenty of capital for established and performing managers. Spin-outs and first time managers can find the landscape particularly challenging, and to be successful they must demonstrate a compelling investment thesis along with a solid track record.

The global reach and extent of new regulation has created barriers to entry for fund managers and service providers alike. This is resulting in consolidation of managers and service providers and will ultimately reduce investor choice. At the same time, investors have decreased the total number of manager relationships they maintain in order to monitor more closely performance and manage risk.

The alternative fund industry has continued to deliver risk adjusted returns to its investors and, as the market matures, investors have become more comfortable with the alternative asset class. Exit opportunities are better than they have been for the last five years and new deal flows continue to be strong.

60 | Acquisition International | June 2014

managers chasing too few deals.

What makes a good third party fund administrator?

Fund administrators are helping managers by providing independent oversight and review of investments.

They also employ strong corporate governance methodologies to guide investment decisions.

In assessing what makes a good fund administrator or, better still, the correct choice of administrator for the manager, managers should ensure they understand: the administrator’s track record; the fund structures they have experience working with; the financial controls they have in place; in addition to overall corporate structure of the firm such as affiliations with a particular bank, prime broker or other service provider.

High quality, transparent, consistent and timely reporting is a critical component of this and, as part of their ongoing due diligence on managers, investors now require significantly more information than they have in the past.

The role of the administrator One of the main reasons that fund managers choose to outsource the administration function is cost. This need to deliver cost savings has been combined with the requirement to gain efficiencies and free up time for fund managers to focus on their core business. It also allows them to dispense with the need for in-house experience in administering funds – potentially reducing operational risk. In addition, fund managers can gain access to accounting and administrative expertise, backed up by procedures and systems, and can benefit from other services provided by the service provider’s group of companies, such as banking, wealth management and capital markets.

Administrators also have a role to play in attracting capital, and they can assist managers in two ways: they can provide an operational framework to provide comfort to investors, as well as making capital introductions.

The success of the core alternative asset classes such as private equity, real estate and debt has ensured that the alternative fund industry continues to thrive and has led to the development of sub asset classes including new forms of alternative energy, life sciences, infrastructure in developed and emerging markets and changes in the technology sector; whichever the investment strategy within core or the new alternatives, innovation is the core driver.

Fund administrators are ideally placed to understand the increased regulatory obligations placed on investment managers by virtue of their exposure to numerous structures spanning multiple jurisdictions.

Administrators’ independence is a key factor.

Through independence comes the natural segregation of duties, discipline of reporting and recording and the mitigation of conflicts of interest which can arise when the administration is performed in house by the fund manager. Investors are increasingly sophisticated in their approach to risk management. There is an expectation that key processes are independently tested and accredited and that there is an effective monitoring framework. These services can be effectively delivered by an independent administrator.

Large investors’ primary concern is the safe guarding of their investment. In our experience, investors, particularly large investors, are most interested in knowing that the administrator has

As mentioned above, administrators provide investors with an independent and transparent oversight of the fund’s activities. Strong corporate governance is critical and large investors are as keen to understand how administrators approach a fund from an administrative perspective as they are to understand how managers approach funds from an investment perspective.

Company: RBC Wealth Management Name: Anton Seatter Email: anton.seatter@rbc.com

robust and externally tested procedures. As a result, we have seen an increase in investor-led service provider due diligence reviews covering all facets of the fund’s administration functions, a process which Sanne welcomes and we believe is an important part of the investment process.

A good administrator has the ability to become part of the manager’s team to deliver a seamless service to investors and portfolio companies. To achieve this, the administrator must be culturally aligned, have shared values such as work ethic and be able to take responsibility. A manager may confidently place reliance on a good administrator for fast, high quality deal execution, fund governance and investor communications protocols. Strong platforms, a broad menu of services and wide jurisdictional coverage are pre-requisites.

Company: Sanne Name: Rhea Gordon Email: Rhea.Gordon@sannegroup.com Web: www.sannegroup.com Address: Pollen House, 10 Cork Street, London, W1S 3NP Tel: +44 (0) 2033 279 717

SECTOR SPOTLIGHT: Utilising Third Party Fund Administrators Independent fund administrators are more important than ever, says Fred Jacobs, Managing Director, Business Development, at SS&C GlobeOp, the largest independent, publicly-traded administrator in the world, with US$587bn in assets under administration.

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

Various factors are influencing the industry. First, investors are looking for more transparency and oversight into the operational process of the funds they invest. This is a driving a need for institutional calibre and publically held service providers.

Why are independent fund administrators now more important than ever and what are the main advantages they offer?

Investors demand third party oversight. They also are highly educated in proper operational procedures and conduct independent checks on the funds that manage their money. Also, technology is today enabling transparency, speed, controls, flexibility and accuracy. Funds recognize that their value add is in attracting and keeping investors by solid fund management. The back office is no longer an area where they have a competitive advantage. The right service provider can be a competitive advantage for a fund.

Second, technology is being leveraged more effectively to meet control, transparency, analytics, accessibility, accuracy and speed. The cost of technology improvements is creating a divergence in the service provider industry while firms such as SS&C separate themselves from firms not able to advance.

What part does an administrator have to play in attracting capital, particularly from large investors?

Investors want a reputable, publically traded administrator where their investors will find comfort. Investors often do not have the bandwidth to investigate smaller administrators. A high calibre, institutional grade administrator should be a “check the box” solution for an investor.

Also, the role of the third party administrator is changing as firms look to outsource more of their back and middle office. In particular, firms are looking to service providers to help in between the origination of a trade and the back office.

How has your area changed compared to the previous year? Where do the greatest opportunities for investors lie?

We have seen more complex fund structures and a need to wrap various types of products (real estate, private equity, distressed debt, and so on) into one seamless solution through a common portal.

From a technology angle, a high calibre technologically driven administrator can provide a competitive advantage to a funds marketing efforts. For example, SS&C’s e-Investor provides an end-to-end investor transaction processing platform designed to automate the delivery, completion, submission, and tracking of all investor transactions.

When coupled with SS&C’s e-Fulfillment, the solution can deliver targeted marketing material and subscription documents through a secure

web interface to potential investors, with detailed activity tracking. Once delivered, the prospect (or financial adviser) can complete the subscription document online, leveraging e-Investor’s extensive and flexible data validation and dependency rules What makes a good third party fund administrator?

There are many “mission critical” activities performed by a good administrator. They should be institutional grade with a boutique level of service. They should be technologically driven. They must have people of the highest calibre, with low staff turnover. They should have global reach. They must be able to provide transparency into the fund administration process.

They must be able to provide analytical tools such as performance and risk calculations. They should definitely offer a globally integrated regulatory solution. Finally, it is imperative that an administrator anticipate client needs to help their firm to grow.

Company: SS&C GlobeOp Name: Fred Jacobs Email: fjacobs@sscinc.com Web: www.sscglobeop.com Address: 80 Lamberton Road, Windsor, CT 06095, USA Tel: +1 800 234 0556

Acquisition International | June 2014 | 61

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

Turkey: A Leading Market Amongst the MINT Region?

Destek Patent has been working to increase the awareness of intellectual property, mainly trademarks, patents, designs and copyrights, and to protect the said values with a qualified service and to convert them into a commercial value since 1983.

Turkey receives almost 10,000 trademark applications every month, and more than 55% of them obtain registrations within an average of 18 months. With these filing numbers, Turkey is leading the European Trademark Filings League, outdistancing England, Germany, and France for the last two years.

Destek Patent offers clients brilliant and satisfying solutions over conventional wisdom through its commitment and involvement in diverse IP matters. If you need experts who guide you professionally to protect and enforce your exclusive rights on the complex Turkish intellectual property chessboard, you can always trust Turkey’s leader, Destek Patent, which has also been ranking among the World’s TOP10 IP firms of the last 5 years, according to the international trademark filing statistics.

Destek Patent has the largest IP team (four partners, ten European patent attorneys, 50 patent and trademark attorneys and a total of nearly 200 professionals) and the largest office network throughout Turkey (Istanbul (head office), Ankara (close to the Turkish Patent Institute), Bursa (head of international affairs), Izmir, Konya, Gaziantep, Antalya and Adana).

It has experience and expertise gained from thousands of IP files – the firm has filed more than 100,000 trademarks, 10,000 patents and 70,000 designs since 1995. In addition, it was the first Turkish IP firm to implement total quality management, having held the ISO 9001: 2008 certificate since 2001.

As a leading Turkish IP firm which has successfully filed 10% percent of total IP filings in Turkey over more than 15 years, Destek Patent provides services for searching, drafting, filing, watching and prosecution of patents, utility models, trade and service marks, famous marks, industrial designs, integrated circuit topographies, new plant varieties and geographical indications.

Destek provides a full range of trademark services from clearance to licensing through prosecution and enforcement to help our clients manage and protect their valuable brands throughout the trademark life cycle, both domestically and internationally.

Destek also provides a full range of patent services from FTO analysis to licensing through prosecution and enforcement to help our clients

manage and protect their valuable patent portfolio throughout the patent life cycle, both domestically and internationally.

Furthermore, Destek provides a full range of industrial design services from searches to licensing through prosecution and enforcement to help our clients manage and protect their valuable design portfolio throughout the design life cycle, both domestically and internationally.

Destek Patent has extensive expertise and experience in handling large portfolios and is equally able to help smaller clients’ growth within all fields of basic and applied science as well as high technology and law and accordingly has achieved a sound harmonisation with the global IP system. The firm is also committed to offer broadranging solutions on IP filings and enforcement: IP rights management, brand management, IP valuation, establishment of R&D departments and technology watch-up are our value-added services extended to our specific clients.

Destek Patent offers enhanced collaboration in IP protection. Its partners contribute to Turkish IP associations as founding members, board members and presidents of organisations such as the Licensing Executives Society (LES) Turkey, the International Association for the Protection of Intellectual Property (AIPPI) Turkey, Uluslararasi Patent Birliği and the Union of Chambers and Commodity Exchanges Turkey Attorneys’ Assembly (TOBB).

The firm offers clients and associates interactive online services in a secure medium wherein IP searches, file tracking and application filings can all be carried out online. Its extensive database includes all IP applications and registrations in Turkey, and its honest, transparent and reliable services can be traced anytime.

rights. The Turkish Patent Office and modern IP legislation were not established until 1995; there were no registered patent/trademark attorneys until 1998 and no specialised IP court till 2001.

The number of IP registrations was negligible.

With its mission to meet the need for IP knowledge and experience and IP professionals at that time in terms of international competition, free market economy and the creation and management of IP rights, and in order to improve itself in the IP field, Destek Patent has driven change and broken much ground in IP matters in its short history, and therefore its name is mentioned in terms of pioneers and firsts in the IP field.

Turkey has taken solid action to enhance its intellectual property rights regime by bringing in more robust legislation; carrying out more raids, arrests and prosecutions for IP crime; establishing courts specialising in IP crime; increasing public awareness; and engaging in programmes for international cooperation. Although these steps have yielded some results, there remain a number of challenges.

Legislative improvements comprise a wide range of recommendations to address ambiguities and deficiencies in criminal IP law and procedures that are relevant to police enforcement, the court room, at the border and on the internet.

Increasing international cooperation and fully implementing international IP treaties will also help.

Destek Patent contributes to IP knowledge dissemination by providing Destek Patent TV, online services, Turkish Patent News magazine with industry-specific inserts and a newsletter, as well as lectures at universities and seminars at business associations.

The firm’s memberships include LES, AIPPI, INTA, MARQUES, PTMG, GRUR, EPI, VPP and TOBB. When Destek Patent was established in 1983, industrial property rights in Turkey were still protected under the Patent Law 1879 and the Trademark Law (1950s). Companies had almost no knowledge and experience of industrial property

Company: Destek Patent Inc. Email: global@destekpatent.com.tr Website: www.destekpatent.com.tr Address: Polaris Plaza Ahi Evran Cad. No:21 Kat:17 Maslak - Istanbul 34398 - Turkey Tel: +90 212 329 0000

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SECTOR SPOTLIGHT: Mexico: A leading market amongst the MINT region?

Mexico: A leading market amongst the MINT region?

Chepe Nicoli / Shutterstock.com

Fernando Todd Dip, partner at law firm Todd y Asociados, SC., outlines the opportunities and challenges facing investors in Mexico’s evolving business environment.

-------------------------------------------------------------Mexico is facing a critical stage in its history.

The country needs to consolidate the recentlyapproved structural changes in key areas such as energy, oil and gas, telecommunications, antitrust, tax, employment and financial services.

The current business environment in Mexico, although confident, enthusiastic and optimistic, is highly expectative of secondary legislation that will set out the rules of the game in each of these strategic sectors.

Companies directly or indirectly involved in sectors such as energy, oil and gas and natural resources, telecommunications and financial services will have tremendous opportunities in the future in Mexico.

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Furthermore, traditional sectors for the Mexican economy such as tourism, mining, automotive, construction and infrastructure and financial services, subject to macroeconomic tendencies, will have a good opportunity to continue their growth in the following years.

The greatest challenge for Mexico is to materialise the recently approved structural changes in secondary legislation that confirm such changes in an efficient, transparent and modern way, taking into consideration all parts of the equation (government, investors and Mexican people).

Once this materialisation takes place, the application of the reforms and all the rulings by the regulators of each sector will be another great challenge for the actual administration.

Mexico is considered a leading MINT nation due to its strategic geographic location neighbouring

the United States of America and probably its biggest partner, an actual administration that is strongly driving structural changes and reforms in sectors highly attractive to local and foreign investors, political stability and a wide variety of industries and sectors that will grow considerably in the future.

Todd y Asociados, S.C.

Company: Todd y Asociados, S.C. Name: Fernando Todd Dip Email: ftodd@todd.com.mx Web: www.todd.com.mx Address: Schiller 316, Polanco, Mexico City, Mexico Telephone: +52 ( 55)-5203-6333

SECTOR SPOTLIGHT: Bulgaria: The History of Eastern European Success

Bulgaria: The History of Eastern European Success

Angel Buzalov, head of the M&A, corporate and labour department and associated partner at Popov & Partners Law Office in Sofia, explains why Bulgaria’s economy is set to continue to grow in 2014.

-------------------------------------------------------------The economy in Bulgaria is registering timid growth following the introduction of numerous governmental instruments for economic stimulation. One of the key factors in reviving the economy after the heavy depression was repayment of the delayed state debts to private companies. New tax regulations applicable for small and medium enterprises were also adopted.

Furthermore, the new government kept the flat tax rate for all entities subject of taxation.

More than €150m has been designated for technological modernization of the private sector for 2014. The funds being tapped under EU operational programmes are also an important factor for the development of the region.

Our overall analysis of the market shows that the past year was very successful for the IT, real estate, tourism and pharmacy sectors. IT is one of the most rapidly growing industries in Bulgaria, and for the past year it has produced more than 3% of the GDP, despite employing less than 1% of the total number of the nation’s workforce.

The pharmacy sector is also expected to indicate growth between 3% and 5%, which flies in the face of the apparent crisis in Bulgaria’s healthcare system.

Real estate is, for the first time since 2009, showing an increase, albeit only in the largest cities.

The past year was not so good for the banking and finance sector, or for food chains, due to legal restrictions which are expected to have a negative impact on the sector.

We believe that a strategic challenge for Bulgaria, and for the whole of Southeast Europe, is progress on the European integration process. Another key factor for the region is the resolution of the conflict in Ukraine.

One of the most important local factors is reducing the level of corporate indebtedness – currently over €50bn.

Company: Popov & Partners Law Office Name: Angel Buzalov Email: a.buzalov@popov-partners.com Web: www.popov-partners.com Address: Sofia, 139 Tsarigradsko Shose blvd., entr.2, fl.4 Telephone: +359 2 858 19 01

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SECTOR SPOTLIGHT: Islamic Finance: Dominating the Global Banking Industry

Islamic Finance: Dominating the Global Banking Industry The Islamic financial industry is flourishing – and not just in the Middle East. Barry Cosgrave, senior associate in the finance group at Shearman & Sterling LLP, tells us why.

Having suffered an inevitable slowdown during the global financial crisis, Islamic finance is once again on the rise, with growth now being seen outside the traditional heartlands of the Middle East and South East Asia and taking on an ever more innovative and global flavour.

The announcement by the United Kingdom government of its inaugural £200m Sukuk issue (Sukuk is the Islamic equivalent of bonds) is perhaps the most high-profile example, but first of a kind issuances by FWU AG in Germany and Tilal Development Company in Oman, as well as innovative structures employed in the Axiata Sukuk in Malaysia and the Sadara Sukuk in Saudi Arabia clearly illustrate that the Islamic finance industry is moving forward.

What has led to this increase in activity? The growth in Islamic finance is down to certain key factors which probably fall into three main categories: the continued strong cash position of Islamic investors; the de-mystifying of Islamic finance products; and the growing familiarity of Islamic finance professionals with the needs of Shari’a scholars which has led to consequential efficiencies in implementing Islamic structures.

Whilst there has been a noticeable improvement in access to liquidity since some of the bleaker days of the recession, it is no secret that capital is still hard to come by for a number of businesses.

Islamic investors in the Middle East remain cash rich but lack asset classes in which to invest.

Whilst the Islamic finance market in South East Asia has traditionally been domestic, Middle Eastern investors tend to be more outward looking, which drives overseas investment.

However, those investors that need to invest in line with Shari’a principles have often found a lack of assets in which to place their funds, resulting in a stockpiling of cash resources.

Traditionally, Shari’a-compliant instruments have been viewed with a great deal of caution by conventional investors. Much of this was down to a simple lack of understanding of what were perceived to be mysterious structures with complicated names. However, as an increasing number of Sukuk have run through the maturity cycle, it has provided an illustration of how Islamic instruments bear many of the characteristics of conventional finance products.

Finally, Islamic finance has become increasingly popular as the cost of structuring and documenting

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Shari’a-compliant business has decreased. Much of this comes down to Islamic finance professionals having gained an increased understanding of the requirements of scholars, which has led to a corresponding decrease in costs. This increased understanding has also complemented the general de-mystifying of the industry.

Increasingly Islamic instruments are being employed in innovative ways even where the structures themselves are tried and tested. The SAR7.5bn Sadara Sukuk is a good example of this: the financing formed a part of a larger financing package which closed in two phases with the Sukuk forming phase one and a combined conventional and Islamic finance package forming phase two. The use of Sukuk was aimed at tapping into the vast liquidity that Saudi Arabia has but which its institutions have struggled to deploy in an environment where Shari’a-compliant assets are hard to come by.

The debunking of the Islamic finance mystique is well illustrated by the number of conventional institutions that invest in Sukuk. It is estimated that around 60% of Sukuk are subscribed for by conventional institutions who regard Sukuk no differently to other fixed income investments. As a result, Sukuk are as attractive to conventional investors as they are to Islamic ones. The problem has traditionally been the comparatively high costs associated with entering into Shari’a-compliant structures. However, as industry professionals gain an ever-increasing insight into the requirements of Shari’a the burden on scholars has reduced.

This has allowed scholars to turn their attention to more innovative asset classes to underpin Sukuk and to look at new structures to address products such as hedging and risk management, feeder funds and structured investments.

Islamic finance continues to be an important part of the global financial industry and the increase in its popularity has tracked a general increase in the growth of ethical investment products. It is worth noting that a number of the asset classes in which Islamic investors are prohibited from investing (for example tobacco manufacture, the gambling industry and arms production) are the same as those which ethical investment funds avoid. There are obviously some Shari’a-specific prohibitions but the majority of those prohibitions are shared.

If an investor is looking for an ethical alternative to conventional investments then Shari’acompliant structures can provide a solution. An increase in the breadth of the Islamic finance

offering will only help with this.

The question is often asked as to whether the global financial crisis could have been prevented by a purely Shari’a-compliant investment environment? It is, of course, impossible to say, but it should be remembered that the Islamic finance industry has not been free of problems.

There have been a number of high-profile defaults on Islamic instruments and insolvencytype situations for Islamic companies. However, these scenarios may be expected during times of heightened economic stress and tight liquidity.

What is important to note is that Islamic finance structures have performed no worse than their conventional counterparts.

What, then, of the challenges facing the Islamic finance industry going forward? The call for standardisation continues although at a more muted level. With the growing prevalence of Islamic finance structures, documentation and approach has undergone an organic standardisation to complement the more manufactured version evidenced by the ISDA/ IIFM Tahawwut Master Agreement (an agreement, published in 2010, designed to govern the legal and credit relationship between two parties embarking on a bilateral trading relationship involving Shari’a-compliant hedging transactions).

The main challenge for the industry will be to drive innovation through the development of a more diverse range of financial products. Islamic finance is still too reliant on Sukuk as its major asset class and there is a particular need for short-term investment instruments similar to the Central Bank of Bahrain Salam programme. Sukuk will always remain the key Islamic investment tool but more variety will be needed in order to maintain growth.

Company: Shearman & Sterling LLP Name: Barry Cosgrave Email: Barry.Cosgrave@Shearman.com Web: www.shearman.com Address: Shearman & Sterling LLP 599 Lexington Avenue, New York, New York 10022-6069, United States of America Telephone: +44 20 7655 5964

SECTOR SPOTLIGHT: Switzerland: A Safe Haven for Investors

Switzerland: A Safe Haven for Investors

lecocqassociate is a boutique law firm with offices in Switzerland, Malta and the United Arab Emirates, specialised in selected areas including regulatory banking, collective investments, corporate finance, regulatory insurance, Islamic finance and private equity.

Our regulatory banking and broker-dealing expertise encompasses banking and brokerage operations in Switzerland, Malta, and the Emirates; application for banking and brokerdealing regulatory license; structuring of operations, compliance and anti-money laundering; and advising on all banking regulatory legal aspects, including drafting of all internal required directives, best practice circulars, internal controls and risk management, banking secrecy and cross border transactions and solutions.

Our practice in structured products and securitisation of vehicles involves structuring and advising on structured and securitization products, involving a wide variety of asset classes and structures; and drafting all required documents in this respect. lecocqassociate’s private equity work includes structuring project finance and venture capital; advising on corporate and real estate acquisitions; and advising on re-financing, management buyouts and buy-ins, leveraged buyouts, share and class rights, declarations of dividends, redemption, buyback, transfer of shares and exit policies.

Our taxation expertise sees us advising on corporate tax matters, including tax policy, tax

management, and corporate reorganizations; advising on financial planning for individuals and families; and advising on commercial taxation across a wide range of industries. lecocqassociate’s work in the corporate finance sphere includes advising on equity and debt securities, credit facilities, up-stream loans and guarantees; advising on and structuring asset transactions and financing acquisitions; restructuring complex corporations, insolvencies like banks, corporate groups and joint-ventures at both domestic and cross-border levels; and advising in relation to contingency planning, insolvency filing requirements, debt restructuring, distressed financing, distressed acquisitions/sales, formal insolvency proceedings, restructurings and refinancings and distressed debt trading.

Our work in anti-trust and competition encompasses advising on European and Swiss antitrust issues (cartel and dominance cases) in the context of litigation matters, antitrust investigations, leniency applications, settlement procedures; assisting clients in the process of setting out internal compliance programs; and advising in the context of European and Swiss merger control cases.

Our trust and foundations expertise includes structuring and assisting clients on the incorporation of trusts and foundations in Switzerland, Malta, Emirates (in the Dubai International Financial Centre) at domestic and cross border levels; and drafting trust deeds and any related documentation.

lecocqassociate

banking & corporate finance law firm

Company: lecocqassociate Web: www.lecocqassociate.com Switzerland Office: 42, route de Frontenex, CH-1207, Geneva, Switzerland Telephone: +41 22 707 93 33 Malta Office: Swiss Urban Factory, 5 St-Frederick Street, Valletta - VLT 1470, Malta Tel: +356 2248 2910 Fax: +356 2248 2919 UAE Office: lecocqassociate arabia JLT, structuring advisors Address: Jumeirah Business Center 5, Office No 1907, Jumeirah Lakes Towers, P.O.Box 299089. Dubai, UAE Tel: +971 43639410

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SECTOR SPOTLIGHT: Measuring International Equality

Measuring International Equality

Edurne Monreal Garcés is an expert on gender and violence against women.

---------------------------------------------------------------Edurne Monreal Garcés is a Social Work graduate and an expert on gender and violence against women.

She has worked as a technician on equal opportunities for a local administration managing a programme to care for female victims of gender violence. In that programme she has evaluated and developed the III Equal Opportunities Plan and coordinated a co-education and violence prevention programme in primary and secondary local schools.

She has also coordinated a prevention programme against eating disorders, and has worked as an international expert in integrating a gender perspective in the Nicaraguan national prison system.

In 2008 she created a local young women’s association in her community and she has been a Board Member with the Federación Española de Mujeres Jóvenes (Spanish Young Women’s Federation). She is a member of Red NAWEY, a network striving for the empowerment of young African and Spanish women.

Her calling is to fight in defence of women’s rights, and her dream is a sustainable world where women are free from discrimination just for being women.

Edurne Monreal Garcés

Name: Edurne Monreal Garcés Email: emonreal81@gmail.com

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SPA Ajibade & Co. Legal Practitioners, Arbitrators and Notaries Public Suite 201, SPAACO House 27A Macarthy Street Onikan, Lagos, Nigeria Tel: +234 (1) 4609051; 472 9890; 740 8536 Fax: +234 (1) 460 5092 Email: lagosoffice@spaajibade.com Web: www.spaajibade.com Principal Partner: Chief S. P. A. Ajibade Managing Partner: Dr. B. A. M. Ajibade, SAN Partners: Olayimika Olasewere; Kalu Abosi; Oluwabukola Iji Number of Associates: 17 Other offices: Abuja and Ibadan

S. P. A. Ajibade & Co. is a leading Corporate and Commercial Law firm based in Lagos Nigeria.

Since its establishment in 1967, it has been at the forefront of developments in commercial practice in Nigeria and has continuously rendered sound technical advice and tailored solutions to the specific needs of its clients and its local and international partners across Africa, Europe and the Americas. S. P. A. Ajibade & Co. has advised a wide range of clients on various transactions spanning acquisitions, direct investments, divestments and capital issues.

We are currently advising on the merger and business combination of two brewery businesses in Nigeria that will create the largest company in the sector. We are also advising on the merger and business combination of various insurance businesses in Nigeria in which an international insurance company holds equity interest. We advised SRM Partners Limited in its acquisition of the entire shareholding of Nigeria’s largest bank, First Bank of Nigeria Plc. in and take over of, First Registrars Nigeria Limited in 2013.

We have recently been involved in some of the more important capital debt issues in the Nigerian Capital market.

We are currently acting for the Government of Oyo State in its N55Billion sub-national debt issuance programme. We recently acted for two state governments in their respective sub-national debt issuance programmes namely the Ekiti State Government N25 Billion Bond (Tranches 1 and 2), the Ondo State Government N50 Billion Multiple Series Bond and the Rivers State Government N250 Billion Multiple Series Bond.

We have also advised clients and led corporate restructuring transactions either to meet regulatory requirements or the emerging business strategy of the clients. We have also rendered advice to the Nigerian Securities & Exchange Commission on regulatory compliance issues.

We advised Broad Communications Limited in its divestment of its entire shareholding from Airtel Networks Limited in 2013. We were retained in 2010 to advise Broad Communications Limited in its involvement with Bharti Airtel’s multi-billion dollar acquisition of Zain Africa.

Reputedly, one of the largest ever cross-border deals in the emerging markets.

S. P. A. Ajibade & Co maintains a very vibrant commercial dispute resolution practice and is currently conducting litigation and arbitration before various courts in Nigeria and arbitration tribunals in Nigeria and abroad.

Areas of practice: Commercial Dispute Resolution; Capital Markets Law and Practice; Corporate Finance; Corporate Structuring and Re-Structuring; Insurance and Banking; Real Estate and Succession; Intellectual Property Law; Entertainment & Media.

Languages spoken: English, French, Yoruba, Hausa and Igbo.

SECTOR SPOTLIGHT: Measuring the Effectiveness of Mediation

Measuring the Effectiveness of Mediation The TCM Group is a leading provider of business, workplace and consumer mediation services, working with organisations across the UK and Europe to develop constructive, effective and sustainable remedies to conflicts and disputes.

Our mission is to become the world leader in all aspects of mediation, dispute resolution and collaborative justice.

the European Patent Office. Our client list is impressive and we receive repeat business day after day, week after week, month after month.

Our vision is for our society to embrace a form of justice to develop which promotes dialogue and collaboration; a system of justice which offers a real and meaningful alternative to traditional, and inherently adversarial, dispute resolution procedures. We call this “collaborative justice”.

Quality is the very basis on which the business is formed. On the day that TCM was created, the company developed its first quality system for delivering mediation services. Since that time, every development within the company has been made with our three simple pledges in mind: that the prevention of conflict is the most effective way of maintaining strong relationships; when conflict does occur, a resolution should be sought – speedily and constructively; and that mediation transforms relationships. It builds more effective, more productive and more harmonious teams and workplaces.

Our vision is for every company to use mediation as their preferred method for securing sustainable outcomes at times of conflict, change and crisis.

Our vision is for every company to have access to a holistic, self-sufficient internal mediation scheme which will deliver the greatest value alongside effective and sustainable outcomes at times of conflict, change and crisis.

Our vision is for every leader to possess core mediation and dispute resolution skills.

TCM is proud of its track record, and rightly so.

We have worked with thousands of UK companies to design and deliver workplace mediation schemes, from major blue chip companies including BT, EDF Energy, Deutsche Bank, Ford Retail, Shell, American Airlines and HSBC to large and complex government departments including the Cabinet Office, Home Office, Department for Work and Pensions, Ministry of Defence and Department for Culture Media and Sport.

We have developed mediation schemes in public sector organisations up and down the country including NHS Trusts, Universities, Councils and Police Forces. And recently our international work has involved developing conflict resolution systems for Amnesty International, The UN and

In September 2007, TCM launched the Professional Mediators’ Association (PMA). The PMA now has over 500 members, all of whom are practising mediators. The PMA is the standard bearer for professional mediation and it delivers a wide range of quality services: professional mediator standards which all members must subscribe to; professional mediator development events and seminars; and access to exclusive materials and resources. The PMA promotes excellence in all aspects of civil, business, workplace and consumer mediation.

Put simply, conflict is complex and challenging.

We recognise that there are no simple answers, no quick fixes and there is definitely no magic wand.

We recognise that the resolution of conflict through open dialogue and honest debate such as that achieved in mediation can lead to more sustainable relationships within workplaces and communities.

We understand that working with conflict can be stressful and painful for all parties. We also recognise that coming to mediation can be a difficult decision. However, we believe that mediation, when applied sensitively and appropriately, can make a real difference to people’s lives by offering all parties the chance to work together to find a realistic and constructive resolution to their conflict.

We are committed to the principle of consent and self-determination in mediation. Mediation does not seek to impose a resolution and, by working in a safe and constructive environment, parties often find a resolution that courts or other legal or quasi-legal approaches would be unable or unwilling to consider.

We believe that most people have the necessary skills and attributes to manage conflict effectively.

What is required, however, is a clear framework, such as mediation, that people can utilise and adapt to their own circumstances.

Finally, we firmly believe that mediation works.

Company: TCM Group Website: www.thetcmgroup.com Address: The TCM Group, Ground and first floors, New House, 67-68 Hatton Garden, LONDON EC1N 8JY Tel: +44 020 7404 7011

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SECTOR SPOTLIGHT: Tunisia: A Success Story?

Tunisia: A Success Story?

Mrabet Avocats is an independent Tunisian law firm established over 35 years ago, assisting domestic and international clients in the most sophisticated legal matters covering all their needs in terms of legal advice, litigation and arbitration.

-------------------------------------------------------------We pride ourselves on being the Tunisian law firm of choice. Our legal advice, our litigation practice and our internal procedures are based on the highest international standards.

We are active in all aspects of business law, including corporate law, labour law, banking and finance, intellectual property, real estate, litigation and arbitration, enforcement matters and white collar crimes.

Established by the late Kamel Mrabet, our firm has been at the heart of the Tunisian legal practice since 1976. We are one of the few business law firms in the country with such an uninterrupted practice allowing us to have an unsurpassed local insight gained from more than 35 years of successful assignments.

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We regularly assist our clients in their transactions throughout the Middle East and North Africa region, with a particular emphasis on Libya and Algeria but also in GCC countries via a network of locally-based law firms Thanks to our exclusive “best friend” agreement with the leading French law firm Courtois-Lebel, we have access to their international network of associated law firms via the AEL (Association of European Lawyers and ALFA networks (the Amercian Law Firm Association). Our cooperation with Courtois-Lebel comforts our valued clients with the fact that we apply the highest international standards when we execute our assignments.

Our cooperation with Courtois-Lebel is directly overseen by Sebastien Robineau (Managing Partner) and Béatrice Labboz (Senior Partner), two of the most prominent French lawyers with a track record including some of the most visible transactions involving French, European and American companies. Also, through our cooperation with Courtois-Lebel, we have access to

their international network of associated law firms via the AEL (Association of European Lawyers) and ALFA networks (Amercian Law Firm Association).

In the US, we have established an affiliation with Katsh & Associates LLC. Katsh & Associates’ focus is on the areas of intellectual property, domestic and international, commercial litigation, arbitration, contracts and technology licensing, and related subject matters. It also has very substantial experience in antitrust counselling and litigation.

Company: Mrabet Avocats E-mail: info@mrabet-avocats.com Website: http://mrabet-avocats.com/ Address: Rue du Lac Léman, Immeuble Regency Bloc « C » 1053- Les Berges du Lac, Tunis, Tunisia Tel: +216 71 96 29 68 / +216 71 96 29 95 Fax: +216 71 96 28 75

SECTOR SPOTLIGHT: Pakistan: Powering Forward?

Pakistan: Powering Forward?

Long term economic growth is on a downward spiral, but the country’s geographic location, natural resources and educated youth bode well for future growth, says Fazli Khattak of Pakistan’s Ministry of Planning.

Potential economic growth in Pakistan has shown a downward trend owing to serious structural bottlenecks. During the last five years, economic growth rate has been 3% on average.

Notwithstanding the poor performance mentioned above, Pakistan’s strategic geographic location, fertile land, huge unexplored natural resources, rising urban middle class and educated youth bode well for future growth trajectory. Going forward, the economy Pakistan’s Framework for Economic Growth has needs to grow in access of 7% annually to absorb comprehensively diagnosed areas of reforms but additional 3.6 million annual entrants in the job implementation plan has not taken off due to lack of market. This needs to be done by creating economic ownership, rent seeking and political economy. opportunities through reforms with improved governance structure so as to ensure productive and Three key sectors of GDP (agriculture, industry and efficient utilization of resources. services) have shown dismal performance in the last five years. However, the growth performance of the last year seems reasonable against the backdrop of the global economic situation and domestic Ministry of Planning constraints. In addition, the economic growth is affected by back to back floods during last four years. Adverse security developments, disruptions in the energy supply, mounting fiscal deficit and global Company: Ministry of Planning recession have also continuously dampened the Name: Fazli Khattak nation’s growth prospects.

Email: khattakfh20@hotmail.com

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SECTOR SPOTLIGHT: The Bahamas: A Paradise for Many Reasons

The Bahamas: A Paradise for Many Reasons Patrick A. Knowles, senior associate at Klonaris & Co., in the Bahamas, tells us why the idyllic Bahamas are a prime territory for investment.

The current business environment in the Bahamas is “fairly positive,” says Patrick A. Knowles, senior associate at New Providencebased Klonaris & Co., in terms of growth in the region’s key sectors such as tourism, real estate market and financial services.

“We have seen an upward trend in foreign direct investment particularly in real estate sales and resort developments such as Baha Mar,” Knowles says, pointing to real estate, resort development, agriculture and fisheries as the areas where the greatest opportunities for investors lie.

But Immigration reform is required, Knowles says, in order to further grow key sectors such as financial services. “This will ensure the availability of a sufficient number of highly skilled professionals in the market,” he says.

The Bahamas owes its success to a number of factors, says Knowles, including its close proximity to the North and Latin American economies and financial centres, attractive tax structure, modern infrastructure, stable government, natural beauty, compliant legislation and investment incentives.

Company: Klonaris & Co. Name: Patrick A. Knowles Email: pknowles@klonarislaw.com Web: www.klonarislaw.com Address: Lyford Financial Centre, Lyford Cay, Western Road, P. O. Box N7776 (514), New Providence, The Bahamas Telephone: +1 (242) 326 6006

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2014 is being touted as a big year for the Bahamas, and Knowles views the anticipated increased tourism driven by increased airlift from existing and new jurisdictions as being crucial to this success. “Always staying on the cutting edge in the market and having the trained professionals and staff to assist in the development of these sectors,” he adds.

“To continue to attract investment, it is critical to have an investor-friendly government and a pro-active financial services sector in attracting investment and creating confidence in the jurisdiction,” says Knowles.

SECTOR SPOTLIGHT: The Cayman Islands: A Core Location for International Trade

The Cayman Islands: A Core Location for International Trade The Cayman Islands have undergone huge global economic expansion over the past two years – and that’s set to continue throughout 2014. Jason Allison, a partner with law firm Walkers Global in the Cayman Islands and Rolf Lindsay, a partner in Walkers’ Global Investment Funds Group, explain why.

Please provide a brief background of your firm, your specialist areas of expertise and comment upon how the firm distinguishes itself from the competition.

Walkers focuses principally on corporate and international finance law with an emphasis on investment funds, private equity and capital markets and structured finance. Our firm delivers clear, concise and practical advice based on an in-depth knowledge of the legal, regulatory and commercial environment in the British Virgin Islands, the Cayman Islands, Ireland and Jersey.

We are experienced in all types of international and cross-border transactions and are committed to developing close working relationships with our clients and their professional advisers. Our global presence means we are always open and accessible to clients in all time zones.

What is the business environment like in your region and which sectors have seen the most activity?

The global private equity industry is in excellent shape, as demonstrated by the huge fundraisings that have taken place during the past 18 months by the leading industry players. The world’s most prominent financial institutions and international investors have grown extremely comfortable over the years using Cayman as a domicile for cross-border corporate activity and it is the natural choice, or default jurisdiction, for the major US private equity houses which dominate the global market. US private equity houses currently occupy the top five slots on the Private Equity International 300, the key industry “league table” and have pulled in a combined US$123bn in fundraising over the past five years.

Exempted Limited Partnerships are the most popular vehicle for private equity funds in the Cayman Islands, and 2013 was an extremely active year – with the number of partnerships registered pushing above levels last seen in 2008. From all the indications, 2014 is shaping up to be a good year as well.

An interesting observation from 2014 from a private equity standpoint is that having traditionally been recognised as the jurisdiction of choice for fund formation by the major industry players, Cayman Islands corporate vehicles are now being used to a much greater extent for the downstream M&A activity taking place as the funds put to work the high levels of cash that have been raised during this bumper fundraising phase.

As significant levels of investment are made in emerging markets, uncertainty over local laws and

regulations means that dealmakers greatly appreciate that any disputes would be settled at the Cayman Islands corporate level, without being exposed to the vagaries of Chinese law, for example. The Cayman Islands offers a highly flexible statutory regime and a sophisticated legal system based on English Common Law – with ultimate recourse to the Privy Council in London. Investors have the ability to raise capital efficiently in a tax neutral environment, and to structure complex acquisition vehicles with infinite flexibility. The benefits that accrue, as a result, to investors and the jurisdictions in which they deploy their capital are significant.

Over the past two years, the Cayman Islands have shown a great deal of global economic expansion, which is set to continue throughout 2014. What markets or sectors do you see playing the biggest part in this expansion?

Going forward, institutions will continue to play a greater and more influential role in the private equity industry, however start-ups are still an important feature and we are seeing the entrepreneurial spirit of the investment funds sector come through, particularly as individuals spin out of previously successful shops.

The institutions have the ability, clearly demonstrated in the past 18 months, to raise vast sums of capital and the power to dictate the terms of investments. They also have the infrastructure required to absorb the ever increasing cost of regulatory compliance as the sector still comes to terms with the changes implemented since the global financial crisis. If the activity of the last five years is anything to go by, the lion’s share of the fund raising and capital deployment activity will continue to flow through the Cayman Islands.

Over the years, the financial services industry in the Cayman Islands has been characterised by the close collaborative relationship between government and the private sector, so that legislative changes reflect the desires of the industry and the needs of the ultimate clients. Cayman continues to enhance its statutes to meet the requirements of international fund managers and investors, as clearly demonstrated by the new Exempted Limited Partnership and Contracts (Rights of Third Party) laws. From a global regulatory perspective, the Cayman Islands Government has also taken every necessary step to ensure readiness for onshore changes such as AIFMD and FATCA, as well as ensuring complete compliance with all other global initiatives for transparency and the exchange of tax information.

What do you see as the major challenges facing the region’s efforts to remain a strong global player in today’s economy? How will these be overcome?

In the years immediately following the global financial crisis, there was a period when the Cayman Islands was required to demonstrate its flexibility and responsiveness during a challenging period for the financial services industry. Today it is very much business as usual in the jurisdiction, as the Government has successfully negotiated the imposition of the various international initiatives and is putting into place the mechanisms required to enforce compliance. Additionally, prior rhetoric from politicians in certain G20 nations has since given way to an understanding that jurisdictions such as the BVI, the Cayman Islands and Jersey are at the forefront of jurisdictions that enforce robust anti-money laundering policies and procedures.

Recently, our firm has also been active in advising our clients in financing transactions involving private equity funds. The security is taken over certain assets, which include the capital commitments of investors and it is proving to be a very popular way for lenders to secure loans.

What do you see as the main pull factors that will encourage foreign investment in the region?

Many factors combine to create a unique set of conditions in the Cayman Islands that are attractive to the predominantly institutional clientele that continue to use the jurisdiction to raise funds and deploy investment capital. Among them are the presence of highly skilled and sophisticated professionals, such as auditors, company directors, lawyers and trust personnel, which are of an equivalent standard to that which you will find in any leading onshore financial centre. However complex the requirements of international investors, they can be certain that Cayman’s infrastructure will meet their needs.

Company: Walkers Global Investment Funds Group Website: www.walkersglobal.com Name: Jason Allison Tel: +1 345 914 6358 Email: jason.allison@walkersglobal.com Name: Rolf Lindsay Tel: +1 345 914 6307 Email: rolf.lindsay@walkersglobal.com

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SECTOR SPOTLIGHT: Yemen: an Upcoming Global Investment Hub?

Yemen: An Upcoming Global Investment Hub? Luqman Legal, in Yemen, is listed on the Legal 500 and represents a number of leading international and multinational clients.

---------------------------------------------------------------------Luqman Legal represents a number of local and international clients operating in the Middle East and provides professional advice and assistance in the following fields: business incorporations, setting up and licensing; foreign investment and free zone laws; corporate structuring and consolidation, shareholders, partnerships and other forms of joint venture agreements; agency, distributorship, franchising and licensing; production sharing agreements (oil and gas); and general commercial agreements, management agreements, trust arrangements and sales/support contracts.

The firm has profound experience in all legal aspects relating to construction and real estate development.

The firm provides the full range of legal services required to structure and negotiate agreements with developers, architects, project managers, contractors, tenants and other parties, in addition to providing assistance in obtaining construction permits in the different jurisdictions in which it operates. The firm is particularly under growing demand in Yemen due to its ongoing infrastructure development, and represents some of the top regional real estate companies.

The firm is one of the few Middle East law firms with an active oil and gas practice. Many of the firm’s members have extensive oil and gas experience, and represent some of the largest oil and gas companies in all their legal affairs. These include negotiating PSAs with governments, advising on regulatory matters, taxation and social security, employment disputes, litigation and mergers and acquisitions.

The firm assists its clients in the formation of corporations and partnerships between local and foreign partners as well as branches or representative offices. It advises on the regulatory and registration requirements of free zones and investment zones, and handles all legal aspects of setting up the appropriate corporate structures. The firm covers the various free zones in the United Arab Emirates in addition to the Yemen investment zone and Aden Free Zone.

Professional assistance is provided in formulating the most advantageous structure for the client’s domestic and international ventures, taking into consideration labour regulations, taxation issues and important economic factors.

The firm Luqman Legal Advocates and Legal Consultants is associated with Al Suwaidi & Company, the UAE-based law firm with offices in Dubai, Abu Dhabi and Ajman.

It is an exclusive member of the Employment Law Alliance, the first Yemeni firm listed by the Legal 500 and a Band 1 firm on Chambers and Partners.

Luqman Legal is the first Yemeni-foreign partnership in Yemen, and one of the few law firms in the Middle East able to offer legal consultancy, as well as litigation

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and arbitration under one roof and in a number of jurisdictions. Lawyers of The firm are multi-lingual and familiar with US, European and Arabian cultures and legal systems. This enables them to bridge cultural and legal differences to best serve their clients. The firm in Yemen provides international quality service to a number of the largest multinational corporations and government entities.

Lawyers of The firm are actively involved in different seminars, legal discussions, lecturing and legal publications.

The firm’s mission is to provide international quality professional services to its clients in all its practice markets. Its ultimate goal is to protect clients’ interests and assist them to effectively achieve their business and corporate goals.

Areas of practice Arbitration & Litigation, Corporate & Commercial, Agency & Distribution, Oil & Gas, Real Estate, Banking & Finance and other general legal advisory services.

Highlights of recent transactions: • Appointed as an expert witness on Yemen Law in a multimillion arbitration conducted under the rules of the Stockholm Chambers of Commerce (SCC); • Provided significant legal advice relating to oil and gas, and submitted expert statements in a number of industry related arbitrations under ICSID, UNCITRAL and ICC; • Appointed by the IFC to advise on the drafting of a lease law for Yemen which was ratified by the Parliament; • Provided significant advice and legal assistance to a group of international banks and finance institutions in respect of financing the first mining project for minerals in Yemen; • Provided comprehensive advice on the acquisition of oil companies; • Provided comprehensive legal advice and due diligence to the largest local bank in its acquisition of all the assets and liabilities of a foreign bank; • Provided comprehensive advice and legal assistance to Dubai Ports World relating to their joint venture and concession with the Yemen Government to develop and manage Aden Port and Container Terminals; • Provided significant legal advice to the International Finance Corporation and Norton Rose in respect of the first IPP Transaction in Yemen; • Provided comprehensive legal advice and due diligence to one of the largest international tobacco companies in the world in respect of their acquisition of the largest local tobacco business; • Provided comprehensive legal advice to Zurich Insurance regarding insurance business related legislation; • Acted as the local counsel for the International Finance Corporation and the Islamic Corporation for the Development of the Private Sector in their various Islamic finance Transactions; • Represented BP and Shell in all their legal requirements to accomplish their exit from Yemen

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and the transfer of their assets and employees to local entities; and; Appointed as an expert witness in an oil and gas related arbitration under the ICC Rules in Paris between a consortium of oil companies and the Government of Yemen.

Awards: 1. Winner of the 2013 Corporate Intl Magazine Legal Award - Employment Law Firm of the Year in Yemen; 2. Winner of the 2013 Corporate Intl Magazine Legal Award - Full Service Law Firm of the Year in Yemen; 3. Winner of the ACQ (Acquisition Finance) Global Awards 2013 as the Yemeni top Corporate Law Firm of the Year 2013; 4. Nominated for a 2013 M&A Award - Acquisition International’s 2013 M&A Awards; 5. Ranked Abdulla Luqman, Luqman Legal Managing Partner, as a top Yemeni lawyer by Chambers and Partners, an independent UK organization for ranking lawyers worldwide; 6. Winner of the Corporate Intl Magazine Global Award ‘Full Service Advisory Law Firm of the Year (2010/11/12) in Yemen; 7. Abdulla Luqman is ranked as one of the top listed Yemeni lawyers by the Legal500; 8. Winner in the category of - International Trade Law Firm of the Year, Yemen (Lawyer Monthly Legal Awards 2012); 9. The exclusive representative of the Employment Law Alliance in Yemen, the largest network of international employment lawyers in the world; and; 10. Most Respected Legal Advisory Firm of the Year (Yemen) 2014 International Fund Awards.

Languages Arabic, English Other offices Abu Dhabi, Ajman, Dubai Number of lawyers 50 in Yemen 5 Contacts Abdulla Luqman (abdulla@luqmanlegal.com) Tel: +967 7333 77 33 7.

Memberships: Chartered Institute of Arbitrators (CIArb), Dubai International Arbitration Centre (DIAC), Employment Law Alliance (ELA), Geneva Group International, International Bar Association, Emirates Jurists Association, Yemen Bar Association

Company: Luqman Legal Email: abdulla@luqmanlegal.com Website: www.luqmanlegal.com Address: Villa C1, Hadda Villa Complex, P.O. Box 15585, Sana’a, Republic Of Yemen Tel: +967 1 421 214 (Yemen) +971 4 321 1000 (UAE) Mob: +967 7 3337 7337 (Yemen) +971 50 129 0545 (UAE)

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SECTOR SPOTLIGHT: The South West: Soon to be England’s Front Runner?

The South West: Soon to be England’s Front Runner?

James Selby Bennett, Senior Partner at Humphries Kirk LLP, tells us why global investors are becoming increasingly confident in England’s South West region.

The current business environment in the South West comprises provincial offices including back room offices of large international co-operations, management, design and manufacturing hubs for some specialist companies with substantial international businesses, provincial SMEs serving the provincial market in their fields (ranging from service providers to property developers), microSMEs employing 25 people or less and a wide and dynamic agricultural and land-based sector covering both family produce and sports and tourism.

We act for US, Chinese, French and German companies investing in the South West. In many cases their investment was attracted by the excellence of the businesses on offer to them and in some cases they recognised that the technological expertise made available to them has been tremendously valuable in their overseas businesses as well. For example, in-house technical expertise in Dorset recently enabled the identification of the true cause for a component failure, meaning an international product recall was avoided.

Global investors are becoming increasingly confident in the South West thanks to the region’s highly motivated, technological, well-educated local work force combined with very high local quality of life and easy access to London.

One of the key challenges for the region is the lack of good quality international-based professional legal advice available at a reasonable price. We are meeting this challenge by providing such advice.

The main advantages the South West holds in terms of attracting investment are good educational opportunities, relatively cheap, good quality executive housing and high quality of life. These factors make it easy to relocate management executives to the South West.

To remain competitive beyond 2014, the region needs to materially improve North-South transport links and transport links within the region and to airports. The region also needs to build more houses to cater for a younger professional population, particularly around towns and cities such as Dorchester. The region needs to build upon its strong sea, port and maritime tradition, particularly in underused ports such as Portland.

Company: Humphries Kirk LLP Name: James Selby Bennett, Senior Partner Web: www.hklaw.eu Address: Humphries Kirk LLP, Acorn Business Park Ling Road, Poole, Dorset BH12 4NZ Tel: +44 1202 725 400

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SECTOR SPOTLIGHT: Partnering with Swaziland: 2014’s Pipeline to Success

Partnering with Swaziland: 2014’s Pipeline to Success In today’s globalized world, where ever-increasing volumes of trade and investment are being conducted and huge sums of money can be transmitted around the earth at the press of a button, the demand for international companies is greater than ever and consequently the figures for new company formations are ever-rising.

AI takes a look at some of the main regions affected around the globe.

Musa Leon Dlamini the proprietor of M.L. Dlamini Attorneys and an executive Director of Sanlam Investment Management Swaziland Limited (SIM).

He currently also leads the conveyancing and notarial departments of M.L. Dlamini Attorneys where he represents all the major banks in conveyancing and notarial matters and transactions linked herewith.

His experience in the property field in Swaziland is very broad, having conducted due diligence exercises for a number of big and sensitive land transactions, assisted in the first Swazi property transaction at the Swazi Stock Exchange. He has conducted a number of conveyancing transactions where the value of the transaction was in excess of ¤100m such as the recent registration of Mortgage Bonds on security sharing agreements with the major banks.

Recently he finished the mammoth task of transferring the land which involved almost 4% of the total surface area of Swaziland, the

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largest transaction by far in the country. He has prepared, notarised and registered many leases, trust, etc. where the Government, Chiefs, Corporations and Individuals are lessees and have been commercial, social and residential in nature. He has extensive experience in negotiating mineral rights in Swaziland having negotiated and registered mineral rights for a number of mining companies.

As a former associate of Cloete Henwood Dlamini and former Managing Partner of Millin & Currie he has gained invaluable experience in the registration of townships in Swaziland having to date personally registered over 10 (ten) townships in Swaziland. This means a total property registration of over 1,500 properties and counting.

He is the former Chairman of SIPA (Swaziland Investment Promotion Authority), a parastatal of the Swaziland Government tasked with investment in and out of Swaziland, Company Secretary of the Royal Swaziland Technology Park and Royal Initiatives.

He is currently serving his third term as a Commissioner in the Judicial Service Commission and a second term as the Chairman of the Swaziland Development Finance Company (FINCORP), which is tasked with assisting SMEs with finance on existing and new projects.

He is an Attorney, Notary, Conveyancer and Trademarks Agent.

Company: M.L. Dlamini Attorneys Name: Musa Leon Dlamini Email: info@mldattorneys.com / musa@mldattorneys.com Address: ML DLAMINI ATTORNEYS Office Mez 04, 2nd Floor North Block Corporate Plaza, Swazi Plaza Mbabane, H100 Swaziland.

Tel: +268 2404 3144/ 2405 0383 Website: www.mldattorneys.com

SECTOR SPOTLIGHT: The attractiveness of the Republic of Belarus for the foreign manufacturers: technical regulation issues

The attractiveness of the Republic of Belarus for the foreign manufacturers: Technical regulation issues

By Maxim Shapelevich, Senior Associate at law firm “Stepanovski, Papakul & partners” and Nadya Hadanovich, Advocate Assistant at law firm “Stepanovski, Papakul & partners” -------------------------------------------------------------Technical regulation in Belarus is based on the legislation of the Single Economic Space (SES) and on the national legislation. Regulation is constructed upon principle “on which goods there is no regulation at the level of SES, are regulated by national technical legal acts”. Such dual regulation exists, because the harmonization process is not finished yet.

Establishment of single regulation can be assessed twofold. Uniform requirements to a wide range of goods were developed, which greatly simplified the turnover within the territory of Belarus, Russia and Kazakhstan. But, on the other hand the list of goods that can not be imported and put into the turnover without a certificate or declaration of conformity has expanded.

Change in the balance in number of types of goods subject to declaration and certification occurred in the direction of obligatory declaration of conformity. This change is largely caused by the expansion of the practice of declaring goods, which were previously not subject to conformity assessment; thus, this tendency can hardly be called liberalization.

Recognition of foreign certificates is possible if Belarus is a member of certain certification system, and there is an agreement between Belarus and third state on the issue of recognition of works in the field of certification. There is only agreement of that kind concluded with Ukraine. Belarus is a member – state of IEC System for Conformity testing and Certification of Electrotechnical Equipment and Components, and the certificates, issued in this system, may be recognized in Belarus.

Thus, a step forward in the field of technical regulations can be noted concerning Belarus and as a consequence its attractiveness to foreign manufacturers. At the same time the barriers in the field of technical regulation to some extent continue to preclude the import of foreign goods.

Liubov Terletska / Shutterstock.com

Company: Stepanovski, Papakul & partners E-mail: info@spplaw.by Web: http://spplaw.by/en/ Name: Maxim Shapelevich Name: Nadya Hadanovich Address: 16 Kuibyshev Street, 4th Floor 220029 Minsk, Belarus Phone: +375 17 209 44 83

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

The Underwriting Evolution: Remaining Competitive in Times of Change Haydn Hertz, Director and Co-owner at 3 Dimensional Insurance (3Di), explains how technology can help the insurance industry embrace the 21st century.

-------------------------------------------------------------3 Dimensional Insurance (3Di) is a Lloyd’s broker specialising in the use of technology to present and manage risk.

3Di uses computer animation based on famous teacher Neil Fleming’s VARK model, which categorises the various types of learning styles (visual learners; auditory learners; readingwriting preference learners; and kinesthetic learners or tactile learners.

At the fore of what 3DI Director and Co-owner Haydn Hertz calls “3Di broking” is visualization.

Leading underwriters agree that 3Di’s animations substantially enhance their comprehension of the risk. And as understanding the risk is the key ingredient in obtaining the right cover at the best commercial terms 3Di are in a unique position to help deliver that, says Hertz.

Windsor Income Protection is an Australianowned and based underwriting agency that targets the group income protection market sector specializing in income protection, insurance superannuation funds, employers and unions.

Michael Wallis, Head of Placement Services at Windsor Income Protection, talks us through the changes currently happening in his industry.

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

The market in Australia is actually at an exciting time with major superannuation funds undergoing corrective pricing based on higher member engagement, the legal fraternity’s increased involvement in insurance offerings and the delayed impact of the global financial crisis, wherein the effects of reducing employment opportunities saw consumers look for financial assistance any way possible. Both the insurance and reinsurance market therefore now have the opportunity to build products that are relevant, compelling and sustainable.

What are the essential skills and experience for a successful underwriter to possess?

A good underwriter needs to be able to stand back and see the bigger picture, to assess each

There is a need for the insurance industry to embrace the 21st century, taking advantage of information that can be provided using technology that other sectors view as standard, says Hertz.

“3DI broking is an important development as it encourages inclusion of the underwriter.

Underwriters have vast knowledge that is generally ‘untapped’, he explains. “In general, underwriters say ‘yes’ or ‘no’ to a risk. It is not common practice for an insurer to say ‘we could do it, if x, y or z’ occurred. We believe this needs to change.”

Animation ignites discussion and brings the relationship between the insured, the broker and the insurer to a new level, Hertz says. Hertz feels that the industry needs to penalise badlymanaged risks, or clearly offer more favourable terms to well-managed risks.

It is inconceivable for underwriters to have knowledge of every area that they are asked to

risk on its own merits. This cannot be done via a manual or a tick box exercise. All too often, people run through a static “generic” list of underwriting questions without considering what the risk is and what the likely loss scenarios might be. The key is striking the right balance between pricing the risk prudently in line with the exposure and pricing the risk at a premium where the client will buy and see value in what they have purchased.

Has your industry seen a shift from the more traditional methods to the newer predictive methods?

The whole industry is using more technical pricing tools, especially when underwriting catastrophe-prone exposures. However, these “technical” methodologies can only ever be used as a tool to assist the decision and should not dictate the underwriting decision.

The exception to this is where homogenous business has been commoditised over time as a consequence of the “per risk premium” being low, an example being travel insurance, where the average premium doesn’t justify a “high touch” underwriting approach.

Tell us about the differences between and the advantages and disadvantages of the more traditional methods, compared with newer predictive models.

insure but 3Di broking can help to change this, he says. “The technology we use can be viewed on all modern technology, whether on the move, behind a desk and anywhere in the world.

In conclusion, Hertz says, “Animation allows insured parties to differentiate themselves from their competitors and an opportunity for brokers and insurers to do the same.”

Company: 3 Dimensional Insurance (3Di) Name: Haydn Hertz Email: haydn.hertz@3diltd.co.uk Web: http://www.3diltd.co.uk/ Address: Warlies Park House, Horseshoe Hill, Upshire, Essex, EN9 3SL

People tend to become dependent on the model output as the primary driver in making the decision whereas a good underwriting decision will use many points of reference.

This can include whatever else they have seen in market, experiences from the past in a particular sector, the nuances of the work undertaken by a particular insured, input from the broker and the client’s risk manager re their intimate knowledge of the specific exposure and so on.

The predictive models are too one dimensional to work in a competitive market where risk selection is more important than premium rate alone.

Company: Windsor Income Protection Name: Michael Wallis Email: mikew@windsorip.com.au Website: www.windsorip.com.au Address: PO Box 3651 Rhodes NSW Australia 2138 Tel: +61 02 9320 8542

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SECTOR SPOTLIGHT: Aviation Disputes in India: Flying Uncharted Skies

Aviation Disputes in India: Flying Uncharted Skies

Mr. Ashwin Ramanathan and Ms. Nithya Narayanan, of Mumbai-based law firm AZB & Partners, outline how India is slowly learning to effectively deal with aviation disputes.

The civil aviation sector has the potential to become the cornerstone of efficient trade and commerce in India. However, dispute resolution involving players from the aviation industry is still at a very nascent stage in India, with very few disputes being addressed before courts.

Most matters are resolved or settled by mutual negotiations or before relevant regulatory authorities, depending on the nature of the dispute. Moreover, there is a clear absence of specialized dispute settlement forums or agencies set up expressly for the purpose of adjudicating on civil aviation disputes.

Since 2007 the aviation industry has been fraught with stress, stemming in part from the global financial crisis, and partly on account of Indian airline companies’ own implosion. The last few years have seen several repossessions (the vast majority of which have been with the cooperation of Indian operators), some reasonably high-profile regulatory tussles with Directorate General of Civil Aviation (DGCA) and customs and service tax-related scrimmages with tax authorities.

Such disputes have touched upon a range of complex issues including India’s obligations under the Cape Town Convention (which was intended to standardize transactions involving movable property), private international law, bankruptcy and taxation.

The aviation team at AZB & Partners (AZB) works closely with the firm’s litigation team to provide holistic advice and end term solutions. Our experience extends across the full spectrum of dispute resolution, transactional and regulatory work in the aviation sector. We have handled cases of airline insolvencies and default in payment of lease rentals by air operators, and have advised on repossession strategies, including self-help remedies, court orders, crossborder enforcement strategies and arbitration.

We have assisted on both mutual and hostile deregistration of several aircraft, litigation strategizing for foreign lenders, disputes-related advisory and execution of foreign decrees in India. We are currently representing an aircraft engine manufacturer in liquidation proceedings instituted against the promoter of an airline.

The liquidation was triggered by failure of the promoter to honour its obligations under corporate guarantees executed in favour of our client. We are also defending a suit brought by the promoter against our client claiming damages.

Though ratified in 2008, the Cape Town Convention is still not effective in India, as there has been no local enacting legislation passed in the country. AZB is a part of the Aviation Working Group and will be involved in discussions with the Government of India and the Ministry of Civil Aviation (MOCA) for

implementing the Cape Town Convention in India. The MOCA is also planning to formulate a new policy concerning de-registration and repossession of aircraft, proposing to incorporate major international conventions such as the Cape Town Convention, and aiming to give aircraft lessors the first right over creditors to repossess aircraft. Furthermore, in February 2014 MOCA circulated a consultative paper for stakeholder comments regarding the setting up of an ombudsman for the civil aviation sector in India as an effective mechanism for dispute resolution and providing a window for redressing grievances in relation to passengers, airlines and airports.

With potential legislative uncertainties around the corner, the year 2014 could bring a fresh wave of change to aviation-related disputes in India.

Company: AZB & Partners Name: Mr. Ashwin Ramanathan and Ms. Nithya Narayanan Email: ashwin.ramanathan@azbpartners.com; nithya.narayanan@azbpartners.com Address: Express Towers, 23rd Floor, Nariman Point, Mumbai 400 021 Tel: + 91 22 6639 6880

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SECTOR SPOTLIGHT: Colombia: Enticing Investors Worldwide

Colombia: Enticing Investors Worldwide

This South American nation has been experiencing solid economic growth over the past few years, and has become one of the region’s prime investment locations.

---------------------------------------------------------------------The nation has been experiencing solid economic growth over the past few years, and has become one of Latin America’s prime investment locations.

The stabilisation of internal security, recent policy reforms, sensible macroeconomic management and the commodities boom (Colombia has become an oil exporter, Latin America’s fourth-largest, producing over one million barrels per day but only consuming 400,000 barrels per day) have been the main factors leading to Colombia’s rise.

Boosted by business-friendly policies and a long track record of regulatory stability, foreign direct investment inflows have soared – they reached USD 14.4 billion in 2011. Its sound economic policies and aggressive promotion of free trade agreements have bolstered its ability to face external shocks.

Colombia has gained investment-grade credit ratings (all three major ratings agencies have upgraded Colombia’s government debt to investment grade) due to its rapid economic expansion and record foreign direct investment.

Colombia has signed or is negotiating FTAs with a number of other countries, including Canada, Chile, Mexico, Switzerland, the EU, Venezuela, South Korea, Turkey, Japan, China, Costa Rica, Panama, and Israel.

Colombia is also a founding member of the Pacific Alliance—a group formed in 2012 among Chile, Colombia, Mexico, and Peru to promote regional trade and integration. In 2013, Colombia began its ascension process to the OECD.

And while other key emerging market economies throughout the globe are cooling down, Colombia’s growth shows no sign of slowing.

But there are challenges to overcome if Colombia is to ensure sustainable and inclusive growth. Its infrastructure needs development, income equality must be reduced (the unemployment rate of 9.7% in 2013 is still one of Latin America’s highest), the nation must adjust to the commodities boom and the peace process—aimed at ending the ongoing, decades-old civil conflict between the government, paramilitary groups, crime syndicates and left-wing guerrilla groups—needs to be solidified.

Ramirez & Cardona is a boutique law firm based in the nation’s capital, Bogotá, ideally positioned to assist clients choosing to invest in this flourishing, but challenging, country.

The firm is principally engaged in the provision of legal services in real estate, urban planning and environmental matters. It also provides tax advice on issues related to real estate.

The firm’s areas of real estate expertise include studies of legal titles of land; legal structuring of developments for housing (including affordable and luxury), commercial, office, mixed-use and tourism projects; structuring and negotiation of land acquisitions, joint ventures and partnerships; matters relating to condominiums, commercial leasing and retail; management associated with the development and construction of infrastructure projects (roads, ports and so on) and the mining and energy sector.

On taxation issues the firm gives advice on property tax, valuation and capital gains tax, with legal advice on land use & development, approvals in urban

Colombia Economic Facts Source: CIA World Factbook GDP (purchasing power parity): US$526.5bn (2013 est.)

Country comparison to the world: 29 GDP (official exchange rate): US$369.2bn (2013 est.)

GDP - real growth rate: 4.2% (2013 est.)

Country comparison to the world: 73 GDP - per capita (PPP): US$11,100 (2013 est.) country comparison to the world: 112 Gross national saving: 21.9% of GDP (2013 est.)

Country comparison to the world: 69 GDP - composition, by end use (2013 est.): Household consumption: 61.7% Government consumption: 16.7% Investment in fixed capital: 23.8% Investment in inventories: -0.3% Exports of goods and services: 17.3% Imports of goods and services: -19.3% GDP - composition, by sector of origin: Agriculture: 6.6% Industry: 37.8% Services: 55.6% (2013 est.)

planning (zoning plans, partial plans, rural planning units and so on) from municipalities.

It aims to establish planning regulations (use, treatment, constructability) and environmental requirements for a given property and, if necessary, the level of fulfilment of a certain building of applicable urban standards. In the case of lots of land, the Urban Study determines allowable uses for the property, that is to say what can be built, under what conditions and in which dimensions.

The firm can offer advice and support before and during the process of obtaining licences like subdivision and building permits, as well as legal advice on administrative procedures before municipalities in zoning, development and planning matters.

Ramirez & Cardona is also able to offer legal advice on environmental law, assisting with the procedure of environmental permits and licences with the relevant authorities, as water concessions, permits discharges.

The firm provides legal assistance in investigations and litigation for contravention of environmental regulations.

Company: Ramirez & Cardona Abogados Name: Jose Ramon Ramirez-Castano Email: jramirez@rclegal.co Web Address: www.ramirezycardona.co Address: Carrera 7 # 74 – 56, Of. 601 & 605 Ed. Corficaldas, Bogotá D.C. Colombia Telephone: +57 (1) 322 1598 - 322 1798

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SECTOR SPOTLIGHT: Romania on the Rise

Romania on the Rise Erste Asset Management coordinates and is responsible for all asset management activities within Erste Group, one of the largest financial services providers.

Erste Asset Management (EAM) coordinates and is responsible for all asset management activities within Erste Group, one of the largest financial services providers, with 16.4 million customers in Central and Eastern Europe, and focusing on retail and SME banking. We manage assets worth approx. €48.5bn (per 30th November 2013) in our ten locations in Austria, Croatia, Czech Republic, Germany, Hungary, Romania, and Slovakia.

With more than 300 employees, we assist private as well as institutional investors. Private investors obtain EAM-related products and services primarily via Erste Group’s branch network and the Austrian Sparkasse banks, while institutional investors do so from the EAM Institutionals team as well as from private banking supported by Erste Group.

The 2008 global financial crisis and its subsequent fall out have led to a rethink across the entire asset management industry. As a result, the investment approach of portfolio managers is increasingly being shaped by investors’ interest in sustainable, socially acceptable and environmentally parameters.

Early on, Erste Asset Management recognised the trend towards responsible fund management and over the last decade we have developed and successfully implemented a wide range of sustainable funds, for which we have been recognised nationally and internationally through a series of awards.

We see ourselves as a complete supplier for all your needs in the field of asset management, either in the form of investment funds or a

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portfolio solution. In addition to our core business, we offer customised services such as reporting or data services. Our mutual funds are registered in EAM’s core markets as well as authorised internationally upon request for investment.

The asset management company SAI ERSTE Asset Management SA, or Erste Asset Management Romania, was founded in Bucharest, Romania, in 2008 and is member of the ERSTE Asset Management Group. The company has taken over the management of all open-ended investment funds and individual investment portfolios, from SAI BCR Asset Management SA, a former subsidiary of BCR - ERSTE Group.

SAI ERSTE Asset Management SA assists private as well as institutional investors. Private investors obtain EAM-related products and services primarily via BCR’s branch network and EAM, while institutional investors do so from the EAM Institutionals team as well as from Private Banking supported by Erste Group.

partner of the Romanian Tennis Federation, donating books and shares in managed funds as awards to tennis players in national and international competitions organised by the Federation.

Previous performance of the Fund/asset management company is not a guarantee of future results! Please read the prospectus and the key investor document (KID) provided in art. 98 of G.E.O. no. 32/2012 before investing in fund/asset management company! The Prospectus and KID are available in Romanian and English language on www.erste-am. ro and may be obtained from the agencies/ units pertaining to BCR and from the premises of SAI Erste Asset Management S.A. Open end investment fund ERSTE Bond Flexible RON (former BCR Obligatiuni), NSC Decision 1872/2007 FSA Register no. CSC06FDIR/400039; SAI ERSTE Asset Management SA, NSC Decision no 98/21.01.2009, FSA Public Registry PJR05SAIR/400028; Depository: BCR SA

We combine extensive country-specific knowledge with the strength of an international financial services provider. As a wholly owned subsidiary of Erste Group, we have a stable ownership structure.

In September 2013, the fund ERSTE Bond Flexible RON (formerly BCR Obligatiuni), one of Erste Asset Management group’s flagship funds, reached €1bn in net assets.

The firm is also active in the wider community.

SAI ERSTE Asset Management SA is an official

Company: SAI ERSTE Asset Management Website: www.erste-am.ro Address: SAI ERSTE Asset Management SA Romania, 14 Uruguay Street, District 1, Bucharest, Romania Tel: +40 372 269 999

SECTOR SPOTLIGHT: Perils of the sea in contracts of affreightment

Perils of the sea in contracts of affreightment

By Toyin Tella, Strachan Partners Nigeria

Under common law, carriers were liable for loss or damage to goods in their custody notwithstanding the absence of fault on their part . This led to carriers inaugurating a wide range of exonerative clauses into their bills of lading. Today, the applicable rules are The Hague/ Visby Rules representing a middle settlement about the allocation of risk of damage to cargo.

By Article IV, rule 2(c) of the rules “Perils of the sea” operate as a one of the legitimate defenses of carriers in the event of loss or damage to cargo.

Conclusion What constitutes a “peril of the sea” is not defined. Four major Common Law nations interpreted how the phrase operates as an exclusion clause for carriers. The United States of America requires that the events which give rise to perils of the sea be extraordinary and irresistible as well as unforeseeable . Australian Law departs from its common law precedents and does not require the peril to be unforeseen .The Law in the United Kingdom and Canada are similar and the defendant must show that the damage is unforeseen. Each case bordering on the phrase “perils of the sea” will be decided on its merits.

In the case of Hamilton Fraser & Co. v Pandorf, cargo of rice was damaged by seawater which was let in through a pipe damaged by rats. The charterparty and bills of lading under which the cargo had been shipped provided the shipowners with exemption from loss by “perils of the seas”. It was held that damage done by seawater is a peril of the sea. Lord Herschell reiterated his views on the interpretation of the phrase “perils of the sea” in The Xantho .

Concurring with the views expressed in Laveroni v Drury that injury done to a vessel or its cargo by rats is not damage by perils of the sea, he endorsed the dictum of Pollock C.B in that very case suggesting that incursion of water through a hole made by rats on a ship will be a case of sea damage.

Company: Strachan Partners Name: Toyin Tella Email: info@strachanpartners.com Web: www.strachanpartners.com Address: 5th Floor Akuro House, 24 Campbell Street, Lagos Island, Lagos, Nigeria Tel: +234 1 270 0722

Acquisition International | June 2014 | 89

SECTOR SPOTLIGHT: Intellectual Property in Zimbabwe: Progress and challenges

Intellectual Property in Zimbabwe: Progress and challenges The protection of Intellectual Property (IP) is fundamental for all companies doing business in Zimbabwe. Like many developing countries Zimbabwe faces many challenges in IP administration and enforcement. However, these challenges can be successfully overcome by engaging experienced Intellectual Property law firms such as Nyakutombwa Mugabe Legal Counsel (NMLC) that have developed their IP practices to cater for the general increase in intellectual property matters.

The NMLC IP Counsel deals with virtually all fields and aspects of intellectual property namely Patents, Utility Models, Industrial Designs, Trademarks & Fair Competition, Geographical Indications, Trade Secrets, Traditional Knowledge, Trade Secrets, Biodiversity, New Plant Varieties, Electronic Commerce as well as Copyright and Related Rights. NMLC assists its clients in all areas of intellectual property transactions, including mergers, acquisitions, assignment, licensing and due diligence.

NMLC has established relationships with the African Regional Industrial Property Organization (ARIPO), African Intellectual Property Organization (OAPI), the Zimbabwe Patent and Trademarks Office as well as other national offices in Africa. In addition NMLC offers an intellectual property watch service that includes monitoring client owned Intellectual property, identifying infringers and engaging enforcement officials where necessary.

IP has become progressively significant in the context of the global economy. The growing importance of IP in international trade is evidenced by its increased prominence in international and regional trade arrangements.

Since Intellectual property is fast becoming a prominent component of commerce and economic growth, strengthening of IP regimes is currently a chief discussion point in Africa.

Adequate protection of Intellectual Property Rights (IPRs) is essential for business profitability as well as industrial and technological innovation. As the continent becomes an active player in the global economy, the economic incentives to protect IP in Africa are steadily increasing. Strong IP systems positively affect international trade, in addition IP protection and enforcement are a major factor in having a competitive edge in any given market, thus contributing to economic growth and development.

Zimbabwe has had rapid development and an increased appreciation of IPRs. As the home of the ARIPO, Zimbabwe is the regional hub of IP transactions. Zimbabwe is not only a member but it is one of the few countries that are party to all ARIPO administered treaties.

Zimbabwe is also a member of the World Intellectual Property Organization (WIPO) and consequently a party to relevant WIPO administered treaties including the Patent Convention Treaty and the Paris Convention for the Protection of Industrial Property. Zimbabwe has applied these international patent and trademark conventions to its Intellectual Property laws thus, Zimbabwe boasts having one of the more advanced IP legal frameworks in the region. Furthermost, Zimbabwe has updated its legislation to comply with the World Trade Organizations Trade-related Aspects of Intellectual Property Agreement (TRIPS).

The Zimbabwe Intellectual Property Office (ZIPO) and the recently established Inter-Ministerial Committee on Intellectual Property are key institutions of government that play a critical role in IP administration and development in the country. IP protections are obtainable via both ARIPO and the national office Zimbabwe’s IP legal framework is modern and comparable to international standards.

However, while the country has a progressive legislative framework, it faces many challenges in administration and enforcement. These challenges range from lack of awareness to shortage of skilled personnel in key administrative offices. The national IP Office staff is not fully acquainted with the subject matter beyond registration of applications.

As such, it is imperative that any one with IP interest within the country engages local experienced independent IP practitioners.

Enforcement is the key area of frustration for IPR holders in Zimbabwe. Enforcement staff is not well trained across the board. Where enforcement staff is available they lack sufficient knowledge of IP matters. This has led to low enforcement rates that in turn led to a loss of confidence in the system. Nonetheless, engaging experts equipped with knowledge and resources can easily overcome lack of confidence in the enforcement system. These experts can instruct enforcements officials accordingly and walk them through the law and enforcement process.

Registration of IPRs is more crucial in Zimbabwe

and most African countries for several reasons.

Firstly, presentation of a registration certificate is almost always the only accepted proof of the existence of a right and thus the only form of proof enforcement agents will act upon.

Secondly, recent cases in the region show that matters concerning registered intellectual property are better understood and thus dealt with more effectively than matters concerning unregistered intellectual property relying on undefined common law protection. Intellectual property cases in Zimbabwe are very few and far between. Consequently, companies doing business in Zimbabwe cannot rely on the judicial system to adequately protect unregistered IP. Even where there is legal provision for the protection of unregistered intellectual property, it is not well understood.

Protection of IPRs in Zimbabwe is imperative and can successfully be achieved by a team that understands the challenges and frustrations of the system and environment. IP has been a matter of low priority in may law firms in Zimbabwe, given its recent emergence a few practitioners have taken the time to specialize in it beyond the registration process.

NMLC is one of a few Zimbabwean Law firms that have taken a keen interest in developing world-class IP services.

Company: Nyakutombwa Mugabe Legal Counsel Name: Makhosazana Sibanda Email: enquiries@nmlc.co.zw Web: www.nmlc.co.zw Address: 12 Glenara Avenue South, Eastlea, Harare, Zimbabwe Tel: +263 772 889 458 & +263 775 554 408

Acquisition International | June 2014 | 91

SECTOR SPOTLIGHT: Global Directory

Global Directory

ACOLIN Fund Services AG is one of the first independent service providers for management companies and providers of collective investments. With our Distribution – Network Management we offer you fast and efficient access to a broad network of European distributors and through our online platform “ACOLIN connect“ we assist you with your communication with professional investors. We provide legal representation services in Switzerland for the distribution of funds to both qualified and non-qualified investors taking on all the representative responsibilities for your funds in Switzerland and thus allowing you to focus more on your clients.

ACOLIN currently employs over 20 professionals and is headquartered in Zurich with branches in Lugano and Geneva, subsidiaries in Frankfurt and Luxembourg as well as representative offices in London and Madrid. ACOLIN is supervised by the Swiss Financial Market Supervisory Authority FINMA. ACOLIN Fund Services AG Telephone: +41 44 396 9696 Address: ACOLIN Fund Services AG Stadelhoferstrasse 18, CH – 8001, Zurich Email: info@acolin.ch Website: www.acolin.ch

ǼLEX is a full service commercial and litigation law firm with offices in Lagos, Port Harcourt and Abuja in Nigeria and Accra, Ghana. The Firm merges local legal expertise and presence, political and industry wide connections with an appreciation of global standards and demands. The Firm’s expertise covers legal, regulatory and policy issues as well as commercial, fiscal and environmental matters. ǼLEX has 7 partners and over 40 lawyers operating from its various offices. Lawyers in the firm are admitted to practice in several jurisdictions including Nigeria, New York, Ghana, England and Wales. The Firm’s lawyers have developed specialist skills and have gained significant deal experience from their involvement in transactions and projects. ǼLEX provides legal advisory services on major transactions and projects from across several of the Firm’s practice areas. ǼLEX has earned a reputation for excellent work in various practice areas including Energy and Natural Resources, Corporate/Commercial, Environment, Infrastructure, Foreign Direct Investment, Labour and Aviation, Banking and Finance, Employment, Litigation and Dispute Resolution, Telecommunications and Taxation.

Lawrence Fubara Anga ǼLEX Address: 7th Floor, Marble House, 1 Kingsway Road, Falomo, Ikoyi, Lagos PO Box 52901, Nigeria Tel: +234 1 461 7321 Fax: +234 1 461 7092 e-mail: lfanga@aelex.com Website: www.aelex.com

92 | Acquisition International | June 2014

In just over 16 years, Andra Musatescu Law & Industrial Property Offices (AMLIP) became one of the top firms in Romania, which brings high quality work, depth of knowledge, superior customer service and resources, formidable litigation capabilities and competitive rates.

The Firm is a full service office, which is mostly known for its intellectual property expertise.

What sets us apart from other law firms is the personalization of the service, the flexibility and the dedication of its attorneys, supported by paralegals and administrative staff, who each speak at least three of the following languages fluently: Romanian, English, Hungarian and French.

Our team comprises young professionals educated in Romania and the United Kingdom, with certificates in US legislation, giving the firm an international dimension, having excellent and vast legal experience.

The team routinely undertakes complex trade mark cases […] (Legal 500, 2014).

Andra Musatescu Law & Industrial Property Offices Address: 13 Septembrie 121, Bl. 127, Ap. 21, sector 5, Bucharest, Romania Tel.: +40 21 411 05 76 Fax.: +40 21 781 47 93 Emails: amusatescu@dnt.ro andramusatescu@andramusatescu.ro Website: www.andramusatescu.ro

SECTOR SPOTLIGHT: Global Directory

BDO AS Street address: Munkedamsveien 45 P.O. BOX 1704 Vika N-0121 Oslo Norway Tel: +47 23 11 91 00 www.bdo.no

Originally established in Ireland in 1989, TMF Custom House has evolved into a wholly owned subsidiary of TMF Group and specializes in providing a full administration service to alternative investment funds of all sizes and strategies, including hedge funds, managed accounts and daily dealing managed account platforms. With operations in all major financial centres, TMF Custom House is recognised as a global leader in providing a complete and independent service to fund managers and has won multiple awards for our customer service. Services include fund administration, managed accounts, shadow administration, data processing and reports, registrar and transfer agency and corporate services, financial statements, fund advice, FATCA advice. For more information on TMF Custom House Fund Services Ltd. and our services, visit: www. customhousegroup.com.

TMF Custom House Global Fund Services Ltd. Smart City Malta Block SCM01 Level 4 SCM 1001 Ricasoli Malta +356 2258 2100 +356 2702 2899 www.customhousegroup.com

GE Capital is a leading, global provider of specialist finance to mid-market, focused on driving growth in its core commercial leasing & lending products and markets. It provides mid-market companies with a wide range of financing solutions including accounts receivable management, leasing/ vendor finance and fleet management solutions.

GE Capital focuses on sectors where it can share GE’s 130+ year industrial heritage with customers – energy, healthcare, transportation, power & water, aviation, oil & gas. Through its “Access GE” programme, GE Capital gives customers access to GE’s experience and expertise to help solve their business issues and challenges.

With 50 years of expertise in France, GE Capital has built a cutting edge expertise in providing bespoke asset based financing solutions to mid-market corporates and private equity firms across Europe and beyond. From domestic factoring to multi-jurisdictional accounts receivable financing in 18 European countries, securitization and asset based lending, GE Capital support their working capital financing requirements in the context of refinancing, acquisition disposals, or restructuring.

GE Capital Name: François Terrade, Managing Director Cross-Border Receivable Financing Address: Tour Facto, 18, rue Hoche, 92988 Paris La Défense Website: www.gecapital.fr Email: françois.terrade@ge.com Telephone: +33 146357000

With more than 75 years of experience, Goodrich has a long tradition of standing alongside its clients when helping them make their business objectives a reality. By means of a cross practice among service areas and industry teams, our carefully trained lawyers achieve an innovative approach towards the rendering of contemporary legal services tailored to the demanding business community worldwide.

We pride ourselves in knowing what drives key industry sectors and are able to provide, on a daily basis, the best creative and cost-effective business solutions. We are constantly striving to renew ourselves in being prepared to face the ever-changing legal challenges that lie ahead. We are a firm of young lawyers with the highest professional and ethical standards.

Goodrich Riquelm Asociados Name: Hilda Rodriguez Email: hrodriguez@goodrichriquelme.com Web Address: www.goodrichriquelme.com Address: Paseo de la Reforma 265 06500 Mexico D.F. Telephone: +2 55 5533 00 40 Ext. 272

Fidinam Group started its activities in Lugano (Canton of Ticino) in 1960, principally providing a wide range of consulting and related services for companies, entrepreneurs and private individuals.

Fidinam & Partners SA provides international tax consultancy to corporations and individuals. Solutions are tailored specifically to the needs and requirements of each customer.

Thanks to independence, experience and know-how Fidinam guarantees discretion, competence and professionalism at any time to all business relations. Thanks to an extended network of Partners, Fidinam can assist inbound-outbound investments of corporations and individuals.

Cross-border investments have to be checked carefully from the fiscal and legal viewpoint for both, the jurisdiction of origin and of destination. Assistance includes the search of investment opportunities in companies, intellectual properties, brands, patents and real estate.

Fidinam also provides worldwide corporate and trust services in many jurisdictions. Services include all necessary statutory, corporate, secretarial, nominee or domiciliary assistance.

Fidinam & Partners SA Christian Ballabio - Swiss Certified Tax Expert, lic. oec. publ.

STEP Member - Managing Partner Address: Via Maggio 1, CH-6900 Lugano Tel. +41 91 973 13 43 Fax +41 91 973 13 65 Website: www.fidinam.ch Email: christian.ballabio@fidinam.ch

KNP LAW Nagy Koppany Varga and Partners was established in 2006. Members and associates of the firm represent an interesting combination of legal background, including practicing law abroad, teaching at leading international universities, serving on the bench, and working for the Hungarian government.

KNP LAW is a mid-size, gradually growing, positively aggressive, independent Hungarian law firm with a global network of international legal practitioners. The firm is free from most bureaucratic constraints, can tap into global resources, and act faster than most of its local counterparts. These characteristics guarantee prompt, time- and resource-effective, high quality client services in multiple jurisdictions.

The Firm serves international and domestic clients in the following practice areas: • Life Sciences and Pharmaceuticals • Litigation and Arbitration • Corporate and Commercial • Real Estate • Labour and Employment • Insolvency and Restructuring • Intellectual Property Rights • Constitutional Remedies • European Law KNP LAW Nagy Koppany Varga and Partners Address: MAHART HÁZ, 6th Floor H-1051 Budapest, Vigadó utca 2 Phone: +36 1 302 9050 /+36 70 410 5023 Fax: +36 1 302 9060 Web: http://www.knplaw.com/

Acquisition International | June 2014 | 93

SECTOR SPOTLIGHT: Global Directory

Lubis Ganie Surowidjojo (LGS) was founded in 1985 by Timbul Thomas Lubis, Mohamed Idwan (‘Kiki’) Ganie and Arief Tarunakarya Surowidjojo. Since then, LGS has grown into the largest corporate transactions and corporate litigation firm in Indonesia. LGS has also obtained Lloyd’s Register Quality Assurance certifications of ISO 9001:2008 and 14001:2004 for Quality and Environmental Management systems.

Dr. Ganie is the Managing Partner of LGS. He graduated from the Faculty of Law of the University of Indonesia and holds a PhD in Law from the University of Hamburg. He is a Chairman of the Association of Indonesian Anti-Trust Lawyers, a member of the Regional Panel of the Singapore International Arbitration Centre (SIAC), and a fellow (FSIarb) of the Singapore Institute of Arbitrators. Dr. Ganie has more than 30 years of legal experience, specializing in commercial transactions and commercial litigation, including alternative dispute resolution and has acted as an expert in a number court and arbitration proceedings.

Lubis Ganie Surowidjojo Dr. Mohamed Idwan (‘Kiki’) Ganie Managing Partner Address: Menara Imperium 30th Floor Jl. H. R. Rasuna Said Kav. 1 Kuningan Jakarta 12980, Indonesia

Maravela & Asociatii is a one-stop-shop for legal, tax and insolvency services, being led by prominent partners who have been at the forefront of some of the largest projects and transactions unfolded in Romania throughout the past fifteen years. They have thus acted for high profile clients amongst which large multinational corporations, sound Romanian companies, private investors, public authorities and State companies.

PJSLAW is Puyat Jacinto & Santos, a Philippine-based general professional partnership engaged in the practice of law. Established in 1997, PJSLAW has an established reputation for delivering excellent work distinguished by responsiveness to the demands and dynamics of growth industries in the Philippines. The Firm is known for the technical competence of its members that supports the varying requirements of a growing client base.

We provide quality service to our clients on virtually all practice areas of interest for the business and public administration sectors including M&A, Banking & Finance, Capital Markets, Corporate & Commercial Law, Competition, Employment, Energy & Natural Resources, Environment, Insolvency & Restructuring, Dispute Resolution, IP, IT & Telecommunications, PPP & Public Procurement, Real Estate, Regulatory & Compliance, Tax. In addition, we have sound expertise in various niche industries including Pharmaceuticals & Healthcare, Aviation, Transportation & Shipping, Oil & Gas.

PJSLAW values the strategic position held by the Firm in some of the most critical business and industries in the Philippines. The Firm has been consistently recognized in various international publications for providing effective services in the areas of Arbitration, Banking Finance and Capital Markets, Corporate and Commercial Law, Energy, Infrastructure and Public Private Partnership (PPP), Intellectual Property and Information Technology, Labor and Employment, Litigation, Mergers & Acquisitions, Real Estate, Special Projects and Taxation.

Maravela & Asociaţii Address: 6A Barbu Delavrancea Street, Building C, Ground Floor, 1st District, Bucharest Tel: +40 21 310 17 17 Fax: +40 21 310 17 18 E-mail: office@maravela.ro Website: www.maravela.ro

Tel: +62 21 831-5005, 831-5025 Fax: +62 21 831-5015, 831-5018 Email: ganie@lgslaw.co.id Website: www.lgsonline.com

SAP Advocates was established in 2004 with a high appreciation of each lawyer member’s accomplishments and professionalism resulting in the commitment to provide high quality corporate and commercial legal services as well as dispute settlement legal services. We have worked on various legal matters for clients with international and local business interests.

Our values and approach include: • providing each client with the best, most honest, secure and cost effective solutions, having regard to the characteristics of particular matters under consideration • obtaining the optimal result in cooperation with the client through a careful analysis of all relevant issues and after identifying the correct solution with the client • assigning qualified lawyers and, if necessary, external advisers to solve tasks entrusted to us • maintaining awareness of the importance of the client’s needs, requirements and demands at all times.

SAP Advocates Name: Arsul Sani Email: arsul@saplf.com Web Address: www.sapadvocates.com Address: Grand Slipi Tower 9th Floor, Suite H&I, Jl. Letjen. S. Parman Kav. 22-24, Jakarta 12920, Indonesia Telephone: +62 21 2902 1870 Fax: +62 21 2902 1871

94 | Acquisition International | June 2014

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.

• 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

PJSLAW Names: Regina Jacinto-Barrientos Monalisa C. Dimalanta Address: 12/F VGP Center, 6772 Ayala Avenue Makati City, 1226 Philippines Tel. No.: +63 2 840 5025 to 28 Fax No.: +632 810 0890/817 5969 Email: pjs@pjslaw.com Website: www.pjslaw.com

Trans World Movers (Pte) Limited, now over 40 years in the transportation of personal effects and household goods among the front-runners in the business in Sri Lanka. The enviable records is credited to total commitment and dedication to the ideal of achieving – and maintaining – the highest standards, the extension of the area of operations, such as door-to-door services for import and export shipments and effective solutions world-wide, that are on par with the best in the world.

Our services comprise of packing, warehousing, freightforwarding, international moving, containerizing, customs clearance, import & export of vehicles, movement of pets, local/domestic move and many others.

Covering destinations from Ankara to Zanzibar, we are supporting business by delivering cost-effective services by settling thousands of families seamlessly.

The many formalities and shipment procedures, whether by sea or air, will be handled by us at moderate and economical rates.

Team Relocations 54 Queen Anne Street, London W1G 8HN, United Kingdom

We undertake the imports and exports of personal effects and household goods from and to any part of the world.

Your goods will be packed, loaded in containers and shipped out in a –coordinated operation with our global network of agents.

Name: Angela Jackson Tel: +44 121 329 5050 Email: angela.jackson@teamrelocations.com Website: www.teamrelocations.com

Trans World Movers (Pte) Ltd. Address: No. 19, Col. T.G. Jayewardene Mawatha, Colombo 03, Sri Lanka.

Tel: +94 1 1257 5470/2574823 / 2576479 / 2577762-4 Fax: +94 1 1257 5642/2523624 Website: www.transworldmovers.com

DEAL DIARY: M&A from around the world

Deal Diary

CONSUMER

98

DAVID JONES

98

KJELL & CO ELEKTRONIK

98

MARINE HARVEST

99

NO.1 TRAVELLER

99

SIMPLON FAHRRAD

99

SPRUE AEGIS IPO

ENERGY & RESOURCES

100

EAST HORIZON GAS COMPANY LIMITED

100

NEW CLYDESDALE COLLIERY

100

NOVUS ENERGY INC

INDUSTRIAL

101

DRUK-PAK

101

ROBOTWORX

Welcome to Deal Diary – Acquisition International’s monthly round-up of recent M&A activity across the globe.

101

SUPERLAS GROUP

As always, we feature a range of transactions across a number of different sectors. In the TMT sector, Luxembourg-based software company MaPS has announced US$1.7m in funding to fuel its expansion in the multi-channel software market.

REAL ESTATE

In support services, Hallam Medical, the Sheffield-based temporary staffing business focused on supplying the NHS and private healthcare providers in the primary care markets, received £3.3m of investment from private equity house Key Capital Partners.

The industrials sector has seen Scott Technology Limited, the New Zealandbased, publically-listed engineering and automation company, acquire RobotWorx, an integrator of new and used robots for industrial automation – a deal which is set to bring a much more sophisticated engineering capability to the acquired company.

In the consumer sector, FSN Capital has signed an agreement to acquire Kjell & Co. Elektronik AB, a leading retailer of accessories for consumer electronics in Sweden, from ICA Gruppen and the company’s founders.

In real estate, developer Rustomjee has 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. The capital received will be used for reducing debt and for further growth of the Rustomjee group.

And in energy and resources, Seven Energy International Ltd, the integrated oil and gas development, production and gas distribution company with interests in Nigeria, has completed the acquisition of the entire issued share capital of East Horizon Gas Company Limited for a total consideration of up to US$250m.

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.

96 | Acquisition International | June 2014

102

COMMIF

102

RUSTOMJEE URBANIA

102

WEALTHCAP PROVIDES FUNDING

SUPPORT SERVICES

103

ACM SHIPPING GROUP

103

BUSINESS INTEGRATION PARTNERS

103

HALLAM MEDICAL

104

HERITAGE INSURANCE MANAGEMENT LIMITED

104

INTEGRATED ENGINEERING SERVICES

104

NFT

TMT

105

CONTENT AMP

105 CSAM 105

MAPS

106

NOVISOURCE IPO

106

UTILITY PARTNERSHIP LIMITED

106

WORKFORCE SOFTWARE

DEAL DIARY: M&A from around the world

Acquisition International’s H1 round up of M&A activity in the Real Estate sector with data from Zephyr, published by Bureau van Dijk The combined value of real estate transactions climbed during the second half of 2013, while volume skyrocketed, according to data from Zephyr, the M&A database published by Bureau van Dijk. In total there were 2,390 deals with an aggregate value of USD 89,154 million over the period from July to December 2013.

So far, 2014 appears to be struggling to keep up with the high standard set at the end of last year in terms of both volume and value. To date there have been 1,590 transactions worth a combined USD 72,451 million, meaning that a few blockbuster deals may need to take place in order for values to surpass the USD 89,154 million notched up in H2 2013. Volume looks even less likely to reach the levels of H2 2013, when 2,390 deals were signed off. However, even if the necessary surge in deal values does not occur over the course of the coming month, the USD 72,451 million recorded would still represent the second-highest value since H2 2009 and higher than any period in 2010, 2011 or 2012.

As far as real estate investment value goes, the Far East and Central Asia comes out well ahead of the pack for the year to date. So far there has been investment of USD 31,670 million in the region, compared to USD 21,800 million for Western Europe and USD 7,253 million for North America. The result is further highlighted by the fact that the Far East and Central Asia could only place third by volume on 440, surpassed by Western Europe on 452 and Eastern Europe on 545, thereby highlighting the importance of deal values and suggesting that higher individual considerations are the reason for the impressive showing.

In conclusion, although the first five months of 2014 are by no means a disaster, investment levels do not look likely to reach the same heights as in H2 2013. However, the possibility of a few, or even one, high value deal changing the picture at the last minute is always a consideration.

C CloudOrigin

NUMBER AND AGGREGATE VALUE (MIL USD) OF REAL ESTATE DEALS GLOBALLY: 2006 - 2014 YTD (as at 31 May 2014) Deal half yearly value (Announced date) H1 2006 H2 2006 H1 2007 H2 2007 H1 2008 H2 2008 H1 2009 H2 2009 H1 2010 H2 2010 H1 2011 H2 2011 H1 2012 H2 2012 H1 2013 H2 2013 H1 2014 TD

Strategy

Number of deals 1,318 1,478 1,661 1,747 1,745 1,633 1,792 2,032 1,864 1,670 1,623 1,820 1,528 1,731 1,733 2,390 1,590

Advisory

Aggregate deal value (mil USD) 66,323 95,461 158,657 123,343 84,191 58,022 62,250 90,979 57,107 51,209 53,885 45,358 45,108 54,391 56,104 89,154 72,451

Utility

CloudOrigin provides award winning Information Technology strategy, advisory and implementation services - including commercial, technical and operational due diligence - to Private Equity houses, Venture Capital firms and their portfolio companies.

From our London office we have worked on the largest global deals and transformation programmes alongside world leading accounting, legal and market research providers.

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.

We also build investment theses, identify M&A opportunities, alliances and go to market strategies in the converging worlds of digital brands, enterprise software, mobile apps and social networks.

We would be delighted to introduce our services and experience.

Call us on +44 (203) 642 5715 or email Info@CloudOrigin.com

London based

Cloud enabled

Global reach

(C) 2014 CloudOrigin Limited. All rights reserved. Registered in England 06893393

Acquisition International | June 2014 | 97

DEAL DIARY: Consumer Deals DAVID JONES CONSUMER

In April, South African retail store chain Woolworths Holdings Limited offered R21.4bn (A$2.1bn) to acquire the entire issued share capital of David Jones Limited, the high-end Australian department store chain, for a cash consideration of A$4.00 per share.

David Jones is an iconic Australian brand and occupies a similar customer positioning to Woolworths in South Africa at the premium end of the clothing business, with both businesses enjoying strong aspirational brand identities and a strong alignment of values that put the customer first, offering excellent service and quality. David Jones is one of Australia’s oldest and most prominent department stores. It operates 38 department stores across Australia and owns its flagship stores in Sydney and Melbourne.

WHL has operated successfully in Australia for over 15 years through its subsidiary, Country Road Group, which operates the Country Road, Trenery, Witchery and Mimco brands.

Citi and JPMorgan acted as joint bookrunners and co-underwriters to Woolworths. Standard Bank was financial adviser to Woolworths.

Gilbert & Tobin was legal adviser to Woolworths. Hintons was PR adviser to Woolworths. Latham & Watkins was legal adviser to the joint book-runners and co-underwriters and the debt funders.

KJELL & CO ELEKTRONIK AB

MARINE HARVEST

In April, FSN Capital signed an agreement to acquire Kjell & Co. Elektronik AB, a leading retailer of accessories for consumer electronics in Sweden, from ICA Gruppen and the company’s founders. The founders of the company will continue to be a significant shareholder in the company going forward.

New Brunswick-based Cooke Aquaculture is buying the Scottish subsidiary of Marine Harvest in the Orkney and Shetland Islands in a deal worth US$203m.

During the past few years Kjell & Co.’s founders and management team have significantly grown the company by actively expanding its store network, now numbering 74 in Sweden, as well as improving profitability.

Cooke, which started in Blacks Harbour in 1985, projects it will now employ a total workforce of 2,500 people and have worldwide sales of $1 billion.

An opportunity for continued growth in Sweden, combined with the potential for international expansion, makes Kjell & Co an attractive investment opportunity for FSN Capital, said Peter Möller, partner at FSN Capital.

“Kjell & Co. has a unique store concept and focus on electronic accessories, which, together with a strong corporate culture, have allowed the company to grow strongly and profitably in recent years. In partnership with the founders and the management team we look forward to supporting the company in continuing that growth both in and outside Sweden”, he said.

Carnegie, Hamilton Advokatbyrå, White & Case, PwC and Bain acted as advisers for FSN Capital during the transaction. The virtual data room provider during the deal was Merrill DataSite.

Cooke Aquaculture has signed an agreement with Marine Harvest to buy its wholly-owned subsidiary Meridian Salmon Farms Ltd. Meridian generated revenues of US$151m in 2013.

“We are always looking for strategic development and investment opportunities in the seafood sector,” Glenn Cooke, the CEO of Cooke Aquaculture, said in a release announcing the deal.

The agreement needs regulatory approval and is expected to close in May.

Kjartan Olafsson

“This acquisition gives Cooke a unique platform for their European operations and is a good fit with their Spanish sea bass and sea bream farming company, Culmarex,” says Kjartan Ólafsson, managing partner at Markó Partners, who worked on the deal with Rafael Merino, legal consultant at the firm.

“Cooke will be able to leverage their global relationships with suppliers and build on Meridian’s excellent market reach into both the European and US marketplace. Furthermore, this transaction is consistent with Rafael Merino Cooke Aquaculure’s focus on vertical integration and diversification in terms of geography, products and markets.”

Grant Thornton (tax adviser) and Merrill Corporation (virtual data room provider) also assisted in the transaction.

WOOLWORTHS HOLDINGS LTD

ACQUISITION OF DAVID JONES DRV Corporate Finance

KJELL & CO ELEKTRONIK AB

DRV Corporate Finance

COOKE AQUACULTURE ACQUISITION OF

MARINE HARVEST’S SCOTTISH SUBSIDIARY DRV Corporate Finance

Legal advisers to the Joint book-runners and co-underwriters and the Debt Funders Virtual Data Room Provider Virtual Data Room Provider

Joint bookrunners and co-underwriters to Woolworths

Financial advisers to Woolworths

Legal advisers to Woolworths

Financial Due Diligence Provider

Financial Adviser to the Purchaser

Legal Adviser to the Vendor

Financial Adviser to the Vendor Tax Adviser

PR advisers to Woolworths

98 | Acquisition International | June 2014

Financial Adviser to the Purchaser

DEAL DIARY:

NO.1 TRAVELLER

SIMPLON FAHRRAD

SPRUE AEGIS IPO

NVM Private Equity has supported the management buy-out of No.1 Traveller with £7 million of funding. As a part of the investment package NVM will provide development capital to finance a pipeline of new airport lounge opportunities.

Private equity firm Hannover Finanz GmbH acquired a majority stake in Austrian bicycle producer Simplon Fahrrad GmbH.

Sprue Aegis Plc, one of Europe’s leading home safety products suppliers, with a market capitalisation of approximately £90m at the placing price, intends to raise £8m by way of a placing of new shares.

London-based company No.1 Traveller is an award-winning airport hospitality specialist. The business currently operates five airport lounges at Heathrow Terminal 3, Gatwick North and South Terminals, Stansted and Birmingham, offering a broad range of facilities including a bistro, a bar serving complimentary food and beverages, work-friendly spaces, family and entertainment rooms, WiFi, magazines and newspapers.

Corporate & Commercial Partner, Colin Howes led the team at Harbottle & Lewis that advised No.1 Traveller. The team also included Tax Partner David Scott and Corporate Associates Ryan McWhinnie and Teresa Leung.

Colin Howes The firm has worked with No.1 Traveller since it was a start-up eight years ago.

“The transaction required an alignment of external investment together with a disposal of existing shareholder interests,” says Howes.

“Our expertise in each of these areas enabled us to structure the transaction in such a way that facilitated a smooth, co-ordinated completion.”

“We were involved with this transaction from its earliest stage,” says Howes. “It is a great example of what we like to do: put our faith in good people with good ideas.” www.harbottle.com

NVM PRIVATE EQUITY INVESTMENT

IN NO.1Finance TRAVELLER DRV Corporate

Management Lawyers

Based in Hard, at Lake Constance, Simplon Fahrrad is Austria’s number two bike manufacturer, producing high-end, custom-made premium sports carbon bikes that are currently sold in Germany, Austria and Switzerland. In 2013 the company produced 11,200 bicycles and frames and reached with its 51 employees a revenue total of €17.4m.

Due to capacity limitations, Simplon had until now concentrated solely on German-speaking markets. But with the takeover, Hannover Finanz has made it clear that it wants to invest in international growth.

The Simplon management refused to comment on the company’s takeover, during which Nikolaus Schrottenbaum, of Bregenz-based Schrottenbaum & Partner, acted as tax adviser to the seller. Hannover Finanz Group said: “The bicycle market offers, especially experts such as the in 1961 by the Hämmerle family founded Simplon company, interesting growth potential.”

Legal adviser to the equity provider was Dr Hanno Schatzmann at Gassauer-Fleissner. Financial due diligence provider and financial adviser to the equity provider was Alexander Gehring at Deloitte & Touche GmbH. Legal adviser to the vendor was Dr Viktor Thurnher at Thurnher Wittwer Pfefferkorn Rechtsanwälte GmbH. Tax adviser to the equity provider was Michael Weismann at Deloitte Tax Wirtschaftsprüfungs GmbH. Commercial due diligence provider was Susanne Eichholz-Klein at IFH Retail Consultants GmbH. HANNOVER FINANZ ACQUISITION OF

SIMPLON FAHRRAD DRV Corporate Finance

With a focus on innovation and high quality manufacture, Sprue Aegis has grown rapidly since its formation in 1998 to become one of Europe’s leading home safety products suppliers.

The net proceed of the company’s recently-announced share placing will be used to provide additional working capital to support sales growth across Sprue Aegis’ markets, particularly France, and to fund product development.

Marks & Clerk LLP, one of the world’s leading specialists in intellectual property, acted on behalf of long-term client Sprue Aegis, providing an intellectual property due diligence report based on a detailed review and analysis of the portfolio of IP rights associated with the company.

Carrie-anne Johnson, patent attorney, and Robin Oxley, patent attorney and partner, led the team at Marks & Clerk. “Listing on AIM is a time-consuming endeavour that requires adherence to tight deadlines and conformity with procedural requirements. Marks & Clerk assisted Sprue Aegis through close cooperation and communication to ensure targets were met. Listing on AIM should increase the company’s profile and provide access to a broader investor base,” said Johnson. cljohnson@marks-clerk.com www.marks-clerk.com

SPRUE AEGIS IPO

DRV Corporate Finance

IP Due Diligence Provider Tax Adviser

NVM Lawyers

Financial Adviser to the Equity Provider

Financial and Tax Due Diligence

Legal Adviser to the Financial adviser

Legal Adviser to the Vendor Legal Adviser to the Management Team

Acquisition International | June 2014 | 99

CONSUMER

Consumer Deals

DEAL DIARY: Energy & Resources Deals EAST HORIZON GAS COMPANY LIMITED

ENERGY & RESOURCES

Seven Energy Ltd, a wholly-owned subsidiary of Seven Energy International Ltd (SEIL), the integrated oil and gas development, production and gas distribution company with interests in Nigeria, announced in April that SEIL had completed the acquisition of the entire issued share capital of East Horizon Gas Company Limited (EHGC) for a total consideration of up to US$250m.

This acquisition enhances Seven Energy’s position as a leading gas marketing and distribution company in south east Nigeria, expanding the reach of its gas pipeline network in this growing market to over 260km, diversifying its customer base across key sectors of the Nigerian economy and increasing longterm contracted gas sales volumes to 200 MMcfpd.

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.

FBN Capital Ltd was brought in by Accugas Ltd (Seven Energy’s midstream business) in 2013 to act as the Mandated Lead Arranger in the structuring and raising of a US$170m acquisition finance facility (Accugas III).

The facility was used to part-finance SEIL’s acquisition in April of a 100% shareholding in EHGC.

“Our Roodekop deposit contains an 84-milliontonne 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.

FBN Capital leveraged on its strong relationships with financiers and broad understanding of the market dynamics in structuring the deal and was successful in raising the funds from a group of four banks.

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.

Patrick Mgbenwelu, Director and Head of Debt Solutions, led the team at FBN Capital, supervising team members and all deliverables to ensure a timely financial close.

Seke Adelaja worked on this transaction from the onset, and was Patrick Mgbenwelu instrumental in getting the information memorandum completed, managing the appointment of the various lender consultants, responding to queries raised by the banks and managing the development of the financial model. Moshood Abolade provided invaluable input in the modelling workstream and explained key structural aspects of the foregoing to the lenders’ credit committee members.

The NCC has one of the oldest mines in the country, and has been operational, sporadically, since 1949.

SEVEN ENERGY LIMITED ACQUIRES

EAST HORIZON GAS COMPANY LIMITED DRV Corporate Finance Structuring Bank, Mandated Lead Arranger, Financial Modelling Bank and Global Facility Coordinator

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.

UNIVERAL ACQUIRES

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

ACQUISITION NOVUS ENERGY INC DRV CorporateOFFinance Financial Adviser to the Vendor

Lenders Legal Adviser to the Vendor Legal Adviser to the Purchaser Lenders’ Legal Counsel

Templars

Borrower’s Legal Counsel Financial Adviser to the Vendor Borrower’s International Legal Counsel

Lender’s Technical Consultant

Collateral Agent

100 | Acquisition International | June 2014

Financial Adviser to the Purchaser

DEAL DIARY: Industrial Deals

Highlander Partners is to acquire Druk-Pak from Penton Partners, through its portfolio company, Akomex.

The potential acquisition will result in creating one of the largest consumer packaging companies in Poland with substantial growth opportunities throughout the EU market. In addition to this add-on investment, Highlander will also finance the construction of a new manufacturing facility at Akomex, which will commence immediately after the closing of the transaction, as well as adding significant equipment for the two existing plants of Druk-Pak and Akomex.

Druk-Pak is one of the largest manufacturers of cardboard packaging in Poland. The company has been operating for 40 years and is based in Aleksandrów Kujawski in Northern Poland. The firm focuses on packaging production for Polish and other international pharmaceutical companies. The company was the first enterprise in the Polish printing industry certified for ISO 15378. Druk-Pak maintains the latest and most state-of-the-art equipment and technology, with the highest quality and environmental protection. The firm has been listed on NewConnect, the alternative market of the Warsaw Stock Exchange, since 2010.

KPT Doradcy Podatkowi Sp.zoo represented Akomex in the transaction, with Krzysztof Hejduk, Tax Partner, and Lukasz Koziol, Senior Tax Consultant, lead the team.

Hejduk commented: “As a result of transaction two organisms was merged. Both with a lot of experience as well as with established position on the market. From a tax perspective it was a great opportunity to revise tax procedures and to implement the most effective solution which could optimize the taxation of business.”

Krzysztof Hejduk

Other firms assisting in the transaction include Gessel, TS Partners, Data Point and Holon Consultants.

AKOMEX ACQUIRES DRUK-PAK

DRV Corporate Finance Tax Adviser

Legal Adviser to the Purchaser & to the Equity Provider

ROBOTWORX

SUPERLAS GROUP

RobotWorx, an integrator of new and used robots for industrial automation, has been acquired

by Scott Technology Limited, the New Zealandbased, publically-listed engineering and automation company.

Trelleborg, which develops and manufactures industrial hoses for a range of industries, such as construction and civil engineering, processing, industrial cleaning and tanker transportation, has, through its business area Trelleborg Industrial Solutions, signed an agreement to acquire the privately-owned Superlas Group.

The principals of MelCap Partners, a middle market investment banking advisory firm representing businesses with sales between US$10m and US$250m, represented RobotWorx and its owner, Keith Wanner, in the sale of the business to Scott Technology. After a thorough, yet confidential, sales and marketing process carried out by MelCap, Scott was selected as the most logical strategic buyer for the business.

Albert D. Melchiorre, president, and Marc Fleagle, vice president, led the team at MelCap, which has a long-standing working relationship with RobotWorx. The time zone difference – New Zealand is 16 hours ahead of the US Eastern Time Zone – led to communications challenges during the deal, said Melchiorre.

“We needed to plan ahead and make sure we were coordinated in our communications.”

In terms of business benefits for RobotWorx, Scott will bring a much more sophisticated engineering capability to the company, which already boasts a strong industry presence as one of the most recognized robot integrators in the industry, said Melchiorre. “Through their dominant internet presence, Scott will be able to gain a much wider recognition in the US and abroad,” he added.

Trelleborg’s acquisition of Superlas, which is expected to be finalised in the second quarter of 2014, consolidates Trelleborg’s market leading position in industrial hoses. The company has manufacturing facilities in Turkey and sales offices in Austria and the UK. Sales are global and in 2013 amounted to around US$60.2m. The transaction, during which Baran Gen, of Turkish law firm Gen & Temizer Özer, provided legal advice, forms part of Trelleborg’s strategy to strengthen its positions in selected attractive market segments.

“The acquired operation is a major manufacturer of medium/low pressure industrial hoses and one of the world’s largest in mandrel-build hoses,” said Mikael Fryklund, president of Trelleborg’s industrial solutions business. “Superlas Group offers a product range that complements Trelleborg’s product portfolio very well. By combining these offers, we create favourable opportunities for further geographic expansion, particularly in North America and Asia while strengthening our market position in general,” he added.

www.melcap.co al@melcap.co marc@melcap.co SCOTT TECHNOLOGY

ACQUIRES ROBOTWORX DRV Corporate Finance

TRELLEBORG ACQUIRES

SUPERLAS GROUP DRV Corporate Finance

Financial Adviser to the Vendor

Financial Adviser to the Purchaser

Legal Advisers Debt Providers Virtual Data Room Provider

Financial Adviser to Target Legal Adviser to the Vendor

Financial Due Diligence Provider

Acquisition International | June 2014 | 101

INDUSTRIAL

DRUK-PAK

DEAL DIARY: Real Estate Deals COMMIF ACQUIRES PARTNERSHIPS VICTORIA IN SCHOOLS PROJECT

RUSTOMJEE URBANIA

The AMP Capital Community Infrastructure Fund (CommIF) is to acquire a 100% interest in the Partnerships Victoria in Schools Project from the Royal Bank of Scotland. This project involves the operation and maintenance of 11 school facilities located in the Greater Melbourne area for the remaining 22-year term.

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.

AMP Capital Investors Limited called on PwC expertise and advice throughout the project with a team consisting of Andrew Cloke advising on financial due diligence, backed up by Chris McLean on tax structuring and due diligence, Andrew Cloke with Ian Bennett working on deal modelling.

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.

McLean said: “We have an experienced team who are together able to provide a broad range of specialist services with advice tailored to our clients’ needs. This allows us to provide market leadChris McLean ing deal solutions to our clients in the infrastructure industry.”

He added: “We have deep longstanding relationship with the AMP and they are a high priority client of ours.”

The asset was financed before the global financial crisis. The complexities were mainly associated with the financing structure. PwC’s services involved providing the existing financiers an exit from the project in a manner that preserved value for AMP while minimising consent requirements from stakeholders, such as the government.

Ian Bennett

The Public Private Partnership (PPP) acquisition of the Victorian schools by CommIF complements the existing social infrastructure assets held by CommIF in Australia and New Zealand. The investment provides further geographical diversification following acquisitions of similar PPP projects in South Australia and South East Queensland over the past 18 months.

REAL ESTATE

COMMIF ACQUIRES PARTNERSHIPS

VICTORIA IN SCHOOLS DRV Corporate Finance PROJECT

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

WEALTHCAP PROVIDES FUNDING pbb Deutsche Pfandbriefbank has refinanced the purchase of real estate by investment fund provider WealthCap. The contracts for the ten-year facility – with an approximate volume of around € 30 million – were signed in December 2013, and the loan disbursed in January 2014.

The portfolio consists of commercial properties sold and rented back under a longterm lease by Munichbased wholesale agricultural traders BayWa AG – for example, trading operations for agricultural products, as well as DIY and gardening stores. The properties are mainly located in Bavaria, as well as in Baden-Wuerttemberg, North Rhine-Westphalia and Saxony. pbb Deutsche Pfandbriefbank is a specialist bank for commercial real estate finance and public investment finance. Together with Germany, pbb’s focus is on Great Britain, France, the Nordic countries and countries in Central and Eastern Europe. The Bank is also active in other selected European countries. The bank plays an important role in supplying credit to the real estate industry and supports the public sector with financing for projects and measures designed to improve public infrastructure.

In real estate financing, pbb’s range of services is targeted at professional national and international real estate investors such as real estate companies, institutional investors, real estate funds as well as SMEs and customers with a regional focus in Germany. The focus is on the less volatile real estate types, including offices, retail properties, apartments and logistics. pbb focuses on medium to large-scale financing arrangements, and offers its customers local expertise and international know-how.

The WealthCap team was led by Thorsten Diepold and Werner Harteis heading the team.

SATELL Rechtsanwälte Steuerberater assisted in the transaction with Dr. Tobias Hagner the team being headed up by Dr. Tobias Hagner. t.hagner@satell.de www.satell.de

WEALTHCAP PROVIDES FUNDING

DRV Corporate Finance

Financial Due Diligence Provider & Tax Adviser Legal Adviser to the Debt Providers

Advisers

Debt Providers, Financial Adviser to the Purchaser, Financial Adviser to the Equity Provider & Debt Advisory to the Equity Provider Legal Adviser to the Debt Providers Legal Adviser to the Purchaser & Legal Adviser to the Equity Provider

102 | Acquisition International | June 2014

DEAL DIARY: Support Services Deals ACM SHIPPING GROUP

BUSINESS INTEGRATION PARTNERS

HALLAM MEDICAL

In May, the boards of directors of Braemar Shipping Services PLC and ACM Shipping Group PLC reached agreement on the terms of a recommended merger pursuant to which Braemar will acquire the entire issued and to be issued ordinary share capital of ACM. Following the Merger becoming Effective, Braemar and ACM intend to merge their business operations into a single unified business, under a unified board structure and senior management team.

Private equity operator Argos Soditic financed the management buyout of Business Integration Partners (Bip), supporting 12 key managers of the Italian advisory company.

In April, Sheffield-based temporary staffing business Hallam Medical secured a £3.3m investment from private equity house Key Capital Partners.

Milan-based New Deal Advisors’ Managing Partner And Founder Mara Caverni and Partner Antonio Ficetti Gasco advised on the deal, one of the first in Europe by a private equity firm in the advisory sector.

Hallam Medical, which is focused on supplying the NHS and private healthcare providers in the primary care markets, currently employs 40 staff and deploys around 400 highly qualified nurses, largely advanced nurse practitioners and community care specialists. The firm is headquartered in Sheffield and opened its London office in 2013 to enhance its offering to clients in the south of England.

Hymans Robertson, the independent pensions consultancy, advised Braemar Shipping on the costs and risks that ACM Shipping’s £15m defined benefit pension scheme would impose on Braemar following the merger of the two companies, and actions that could be taken post completion to mitigate these risks.

Clive Fortes

“Hymans Robertson is delighted to have advised Braemar Shipping Ltd on its acquisition of ACM Shipping Ltd,” says Clive Fortes, a partner within Hymans Robertson’s corporate consulting practice who led the team at Hymans Robertson along with James Lawson, an actuary at the firm.

“We have worked closely with Martin Beer, Finance Director of Braemar Shipping, in a James Lawson previous capacity and so were delighted to renew the relationship,” he says. “In an environment in which pension deficits often derail corporate transactions, our approach is to quickly identify any barriers to success and to develop effective strategies to overcome these barriers.”

The deal is full equity financed and aims at supporting the company internationalisation process and the development of new services.

Argos will invest as much as €30m on top of the equity it already invested in order to finance potential acquisitions in new services and other advisory companies abroad. Bip’s industrial plan for the next few years targets €100m in revenues by 2016, 40% of which will be abroad.

Bip is a global management consulting firm specialising in business integration and innovation. The company is headquartered in Italy and has specific skills in sectors as energy and utilities, telecommunication, media and entertainment, financial services, manufacturing, public administration and life sciences.

With €75m in revenues in 2013, Bip employees more than 900 people and has offices in Rome, Milan, Buenos Aires, San Paolo, Rio de Janeiro, London, Madrid, Kuala Lumpur and Tunisia.

April’s deal saw Hallam Medical receive £3.3m of investment from private equity house Key Capital Partners (KCP). Commenting on the deal, CEO Scott Davies who, together with clinical director Alex Munro founded Hallam in 2007, said: “We are delighted to welcome KCP on board as a partner as we look to expand our business across the UK. KCP’s staffing industry expertise is second to none, and this was key in our decision in wanting them to be our funding partner.

We look forward to working closely with the KCP team to execute our business plan.”

KCP investment partner Mike Fell and director Philip Duquenoy managed the transaction, during which Paul Smith of BeavisMorgan provided financial due diligence to KCP. As part of the investment, Duquenoy will join Hallam’s board as a non-executive director.

http://www.hymans.co.uk/ ARGOS SODITIC SUPPORT OF MANAGEMENT

BUYOUT OF BUSINESS INTEGRATION PARTNERS DRV Corporate Finance

Pensions and Actuarial Adviser

Financial Due Diligence Provider

Debt Providers

Legal Adviser to the Equity Provider

KEY CAPITAL PARTNERS

HALLAM MEDICAL DRVINVESTMENT Corporate IN Finance Advisers

SUPPORT SERVICES

BRAEMAR SHIPPING SERVICES PLC

MERGES WITH ACM SHIPPING GROUP DRV Corporate Finance

Tax Adviser

Financial Due Diligence Provider Financial Adviser to the Purchaser

Acquisition International | June 2014 | 103

DEAL DIARY: Support Services Deals HERITAGE INSURANCE MANAGEMENT LIMITED In May, international financial services provider Arthur J. Gallagher & Co. announced the acquisition of Heritage Insurance Management Limited, which is based in St Peter Port, Guernsey.

Established in 1993, Heritage is a leading captive management company specializing in the formation and management of insurance and alternative risk solutions for their global clients primarily outside North America. Following the company’s acquisition by Arthur J. Gallagher & Co. (AJG), which is headquartered in Itasca, Illinois, managing director Nick Heys and his associates will continue to operate from their Guernsey, Malta, Gibraltar and London locations under the direction of David McManus, head of Artex Risk Solutions, AJG’s Bermuda-based captive management and alternative risk programs operation.

“Heritage is widely recognized as a premier provider of captive insurance management services in Europe,” said J. Patrick Gallagher, Jr., Chairman, President and CEO at AJG. “Their extensive industry experience, global focus and strong international relationships will be a wonderful complement to Artex Risk Solutions as it continues to expand its operating presence outside North America. We are extremely pleased to welcome Nick and his team to our growing family of risk management professionals.”

Legal advisers to the purchaser/management team were Mark Helyar and Kate Ovenden at Bedell Cristin. Financial adviser to the purchaser/management team was Sam Tucker at PwC. Legal advisers to the vendor were Ian Kirk and Wayne Atkinson at Collas Crill. Tax adviser was Mark Colver at Grant Thornton.

ARTHUR J. GALLAGHER & CO ACQUIRES

HERITAGE INSURANCE MANAGEMENT LIMITED DRV Corporate Finance

INTEGRATED ENGINEERING SERVICES

NFT

In April, Wilhelmsen Technical Solutions AB, a major supplier and integrator of HVAC systems and services to the offshore and marine industries, signed an agreement to acquire 100% of the shares in Integrated Engineering Services Ltd., strengthening its heating, ventilation and air conditioning offering to the offshore market.

In April, Phoenix Equity Partners sold NFT Distribution Operations Limited, the UK market-leader in chilled food distribution, to EmergeVest, the private investment boutique.

“This acquisition demonstrates our commitment to the offshore market, positioning us as a leading HVAC service provider in the competitive North Sea market,” says Petter Traaholt, President of Wilhelmsen Technical Solutions. “The IES HVAC aftermarket portfolio will greatly complement our well-established offshore services in Norway, the Americas and Asia, providing customers with solid solutions throughout the value chain.”

Based in Aberdeen, United Kingdom, the 110 IES employees are specialists in providing HVAC, environmental and refrigeration services to the offshore industry.

“With over 30 years of experience, IES has built long-term relationships with major players in the offshore market. Combining both companies’ high technical competence and solid reputations increases our customer value proposition to our combined client base, offering services in multiple sectors of the North Sea,” Traaholt added.

“By joining forces, we broaden our global footprint, enhance our high quality services, and continue our commitment of securing seamless operations and regulatory compliance for our offshore and onshore customers. I am very much looking forward to the opportunities this acquisition brings,” adds Stuart Lockhead, newly-appointed Managing Director of IES.

Phoenix Equity Partners acquired NFT Distribution Operations Limited in a management buyout from Northern Foods in 2006. Since then Phoenix has supported the company’s organic expansion, driven by investment in substantial new chilled warehousing capacity and distribution facilities.

Speaking about Phoenix’s recent sale of NFT, Richard Daw, partner at Phoenix, said: “By investing substantial growth capital and by working hard alongside NFT’s excellent management team, we have together succeeded in establishing NFT in its market-leading position. We wish [NFT chief executive] David Frankish and the management team every success in the next phase of the company’s development under their new ownership.”

David Frankish said: “It’s been a pleasure to work with Phoenix over what has been a seminal seven years in NFT’s development. Back in 2006, NFT had exciting prospects but also a fair degree of execution risk, and success depended on having steadfast investors who remained convinced of the company’s potential. It has been NFT’s good fortune to have had Phoenix alongside in our formative years.”

Mike Hinchliffe, director at Merrill DataSite, led the provision of a virtual data room solution for the due diligence phase of the project. Representing the Phoenix sell-side team, and introduced by Eversheds, Merrill DataSite helped facilitate and support an efficient sales process, loading over 25,000 thousands of pages of documentation for review and analysis.

Michael.Hinchliffe@merrillcorp.com www.datasite.com

WILHELMSEN TECHNICAL SOLUTIONS ACQUIRES

DRVINTEGRATED CorporateENGINEERING Finance SERVICES

NFT

DRV Corporate Finance

Legal Adviser to the Purchaser

Virtual Data Room Provider

SUPPORT SERVICES

Virtual Data Room Provider Debt Providers Financial Adviser to the Purchaser

Financial Due Diligence Provider

Financial Adviser to the Equity Provider

Legal Adviser to the Vendor

Legal Adviser to the Purchaser Legal Adviser to the Management Team

Tax Adviser Legal Adviser to the Vendor

104 | Acquisition International | June 2014

Vendor Commercial Due Diligence Provider

DEAL DIARY: TMT Deals CONTENT AMP

CSAM

MAPS

Adyoulike, the French advertising group represented by Beavis Morgan Corporate Finance, has acquired Content Amp, the specialist UK Native Advertising group.

Priveq Investment Fund IV will, through the holding company CSAM Invest AS, inject capital in CSAM Health AS, a leading provider of software to healthcare providers in Norway and Sweden.

Luxembourg-based software company MaPS (multi-channel marketing master data management system) announced in April a capital increase of US$1.7m, bringing the total amount of investment in the company to over US$3m.

Native Advertising represents an exciting new opportunity for media agencies and the advertising industry in general. The production and careful placement of well written content can bring enormous value to the advertiser.

Steve Govey

“An understanding of how the income recognition operates in the media sector was crucial to the due diligence exercise,” said Steve Govey, Client Partner, Beavis Morgan Corporate Finance.

“There are a small number of dedicated native agencies in the UK, so the opportunity for Adyoulike to acquire Content Amp was strategically important.”

Tina Cowen at New Media Law was legal adviser to the selling shareholders and Guillaume Schmitt at d’Alverny Avocats in Paris and Ian Baker at Miller Rosenfalk LLP in London were legal advisers to the equity financiers and Adyoulike.

Throughout the deal, management consulting firm Arthur D. Little represented Priveq. The two firms have had a long-standing relationship.

“During the engagement, the critical challenges faced by the client included understanding the future growth opportunities for CSAM in the electronic medical records (EMR) market, says Partner at Arthur D. Little Petter Kilefors Petter Kilefors who, along with Principal Jim Chauvapun, acted as Commercial Due Diligence Providers. Another challenge, he says, involved ensuring the technical attractiveness and future-proofing of CSAMS’ application portfolio.

The deal will provide tangible business benefits for Priveq, says Kilefors. “CSAM’s strong product offering within its niches combined with a strong customer base, provides a solid foundation for continued growth,” he says. “The company has a dedicated and strong group of employees and an offering that generates added value for both caregivers and patients. Priveq is looking forward to being an active partner during the company’s exciting journey going forward.”

Gernandt & Danielsson and BA-HR acted as legal advisers to Priveq. KPMG were financial, tax and pension due diligence providers. Havind were legal advisers to CSAM. Admincontrol was the VDR provider.

Email: kilefors.petter@adlittle.com Web address: www.adlittle.com

ADYOULIKE ACQUIRES CONTENT AMP

DRV Corporate Finance

Financial Due Diligence Provider

PRIVEQ INVESTMENT IN CSAM

DRV Corporate Finance

MaPS, which provides data management software for multi-channel marketing and distribution, has announced Newion Investments as a new shareholder in the company, joining local investor Chameleon Invest. “MaPS claims the position of market leader in the multi-channel software market and wants to expand to reach its full potential,” said Thierry Muller, CEO of MaPS. “An experienced and professional software investor like Newion Investments will enable us to achieve this goal and further develop our business.”

Luxembourg-based law firm MOLITOR represented Newion during the deal, the first time the firm had worked with this investor. At the implementation stage, in mutual Chan Park agreement between all parties, MOLITOR also represented MaPS, Chameleon Invest and Malta Innovative Capital Investment, a previous investor.

“The deal went very smoothly and we did not face any particular difficulty,” said Chan Park, a partner at MOLITOR who led the team at the firm. In terms of business benefits, the deal will help Newion achieve their investment policy in the IT sector in the Benelux region, Park added. chan.park@molitorlegal.lu www.molitorlegal.lu NEWION INVESTMENT IN MAPS

DRV Corporate Finance

Commercial Due Diligence Provider

Legal Adviser to the Equity Provider Corporate Finance Advisers

Legal Advisers to the Equity Provider and the Purchaser

Financial Due Diligence Provider

Legal Adviser to the Vendor

TMT

Legal Adviser to the Selling Shareholders

Virtual Data Room Provider

Acquisition International | June 2014 | 105

DEAL DIARY: TMT Deals NOVISOURCE IPO Consultancy Company Novisource was listed, for the first time, on the NYSE Euronext Amsterdam Novisource has an experienced board formed by Willem van der Vorm (CEO, formerly director for pensions ASR) and Bert Winkoop (CFO, previousNOVISOURCE IPO ly to the former CFO of listed UCC NV). “With this listing, we are at the beginning of a new phase with regard to the further development of our company. The past three years we have worked hard to make Novisource ready for an IPO, creating new opportunities for future growth can be “further exploited” says Willem van der Vorm.

Xence Finance was and is involved in all strategic and financial issues concerning Novisource.

Xence Finance was also involved in the first acquisition of Novisource after the listing.

The team at Xence was led by partner, Guido Nienhaus, who commented: “Xence Finance advised (the shareholders of) Novisource on the transaction structure, on the financial modelling and in the negotiation Guido Nienhaus process.

Nienhaus@xence.nl www.xence.nl “The listing will facilitate future growth of Novisource by acquisitions.”

Xence Finance is a small corporate finance & strategy firm focused on advising entrepreneurs on: Strategy; Acquisition finance; Buy, build & exit strategies; Management Buy Out’s; and Recovery.

Xence Finance is focused on people and knowledge intensive sectors like ICT, telecom, services, software/SaaS and healthcare.

NOVISOURCE LISTED FOR FIRST TIME

DRV Corporate Finance

UTILITY PARTNERSHIP LIMITED

WORKFORCE SOFTWARE

Smart Metering Systems plc., the integrated metering services company that connects, owns, operates and maintains current generation, advanced and smart metering assets and databases, has announced the acquisition of the entire issued share capital of Utility Partnership Limited, a leading manager of electricity meters in the UK and provider of electricity connections, design, meter UTILITY PARTNERSHIP LIMITED installation, data management and energy management services.

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.

BPU Chartered Accountants is a leading firm of Chartered Accountants and Business Advisers in South Wales. BPU have represented Utility Partnership Ltd in providing accounting, audit, taxation and specialised consultancy services for over 14 years.

Michael Bishop, BPU client service director who led the team in the transaction, said: “We are delighted that BPU were able to assist the UPL directors and shareholders by providing advice throughout the last decade whilst they developed their Michael Bishop niche business within the Electricity Services market sector, culminating with this successful sale of the business.”

Graeme Bruce at Dundas & Wilson CS LLP acted as Legal Adviser to the purchaser/management team.

Nominated advisers to the purchaser were Neil McDonald and Beth McKiernan at Cenkos Securities plc.

Richard Oman at Addleshaw Goddard was legal adviser to the debt providers. Financial due diligence was provided by Angela Toner and Adam Cullen at Baker Tilly Corporate Finance LLP. Legal adviser to the vendor was Michael Jones at MacTaggart. Financial adviser to the vendor and vendor due diligence provider was Michael Bishop at BPU Chartered Accountants. Tax advisers to the purchaser were David Payne and Carole Connor at Baker Tilly Tax and Accounting Limited. Tax advisers to the seller were Michael Bishop and Martin Knight at BPU Chartered Accountants. The virtual data room provider was Graeme Bruce at Dundas & Wilson CS LLP.

SMART METERING SYSTEMS ACQUISITION

UTILITY PARTNERSHIP DRVOF Corporate Finance LIMITED

The recent investment by Insight Venture WORKFORCE SOFTWARE Partners, 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.

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

DRV Corporate Finance

Financial Adviser to the Vendor, Vendor Due Diligence Provider & Tax Adviser to the Seller Financial Adviser to the Vendor Virtual Data Room Provider

Financial Adviser to the Management Team

Legal Adviser to the Vendor

Financial Due Diligence Provider & Tax Adviser to the Purchaser

Tax Adviser

TMT

Legal Adviser to the Management Team Legal Advisers to the Debt Providers

106 | Acquisition International | June 2014

playHARD Acquisition International’s monthly lifestyle section Acquisition International’s monthly lifestyle section

And Relax… at The Corran Resort & Spa

The Headland Hotel Cornwall How to Buy… a Football Team Spirit of Le Mans

Hotel Review

playHARD

Hotel Review

& Spa x… t a r l o e s R e R And orran C e h T at The Corran Resort & Spa offers a taste of luxury, hidden in the marshlands of the Carmarthenshire countryside. The location is perfect haven from the rat race, mixing traditional welsh heritage coupled with the class and style of a London hotel (minus the hustle and bustle).

Surrounded by sea, the Towy estuary and acres of Marshland, The Corran is steeped in history with the original 16th century building at the heart of this expertly restored hotel.

Within, you will find 21 individual and contemporary bedrooms, with views over the marshland and exquisite en-suite bathrooms. All rooms have unique personal touches and are equipped with high specification media systems allowing you to create your own idyllic and relaxing atmosphere.

Upon arrival we were greeted and welcomed into the retreat that would soon feel like home. We were then led to the ultimate in luxury and privacy, The Cottage, which is a stand-alone suite located within the courtyard. An open-fire us into the room within this perfectly presented home from home. A large bathroom and bedroom located on a mezzanine level complete The Cottage, which will a favourite spot for many special occasion in the future!

At the Corran it is all about relaxation, don your robes for breakfast, no welsh rabbit here but the bacon and mussels are must try! Next is to the spa, equipped with a gym and pool but don’t worry exercise is optional but the treatments have to be on everyone’s agenda, friendly helpful staff with the ability to need out any knot and massage away your troubles from the working week.

The hotel’s location provides the perfect balance of rolling countryside and beautiful beaches. The acres of marshland surrounding the hotel are a joy to discover on foot or by bike. The nearest beach is just a short walk away or the nearby Pembrokeshire coastline can be explored by car. The township of Laugharne is popular with history and literary lovers and Dylan Thomas’s famous boathouse and watering holes uncover an insight into the Welsh poet’s inspirations.

The Corran Resort & Spa East Marsh Laugharne Carmarthenshire South West Wales SA33 4RS www.thecorran.com Bookings and Info +44 (0)1994 427417

Below: Sculture of Dylan Thomas and Porth Melgan from Pembrokeshire Coast Path

playHARD Hotel Review

Surrounded by the raw beauty of the Cornish coast on three sides, the views are breathtaking. Wild Atlantic rollers pound the shore, while high above this dramatic landscape a set of red brick towers survey the golden sands, marram grass and rocks dividing land and sea.

This is the Headland – a place steeped in history and tradition, and one of the finest hotels in southern England.

Behind the imposing facade, the Victorian grandeur continues. The Headland’s public areas offer an almost overwhelming choice of places to sit, relax and enjoy a bite from the hotel’s award-winning menu.

The Fistral Suite has an open fire and views across the grounds, Fistral Beach and the sea beyond – and, perhaps most importantly, close proximity to the bar – making it an ideal spot for intimate lunches and dinner parties.

The Ballroom still boasts its original wooden, coil-sprung floor where at least 300 guests can waltz gracefully through the night. During the day, it doubles as a lounge, with lots of comfy sofas. Like the rest of the hotel, it’s been lovingly preserved.

Guest rooms include soaring four-poster or canopied beds and a freestanding bath as well as modern touches such as a large flat screen TV. The Headland’s 4-star main building is just the beginning, though.

In the hotel’s grounds, overlooking the ocean, are 40, 5-star self-catering holiday cottages. A cosy space in a winter storm, or cool respite on a sizzling summer’s day, these cottages – which come with one, two or three bedrooms – are quite possibly the last word in luxury beachside accommodation.

As soon as you catch a glimpse of these beautifully-appointed cottages you imagine yourself walking hand-in-hand along the sandy coves before popping a bottle of Champagne and watching the sunset from your private balcony.

Many of the cottages have a sea view (one, “Mariners 2” enjoys spectacular 270˚ coastal views from its living area on the towering fourth floor), others a “sea glimpse.” All have a four poster bed made up with feather duvet and pillows, as well as a dining area and well-equipped kitchen. Some cottages also boast sheltered gardens and balconies.

And of course, if you need them, all the facilities afforded by a luxury hotel are just a stone’s throw away.

One thing you certainly wouldn’t want to miss is the hotel’s acclaimed spa. With six beautifully designed treatment rooms – one with a stylish oversized hydrotherapy bath – there are a wide range of treatments, all of which will make your busy urban life seem but a distant memory.

Perhaps the most intriguing treatment on offer is “The Dreaming.” According to the hotel, this treatment developed from a desire to reconnect the mind and spirit with the body by creating an incredibly relaxing and rejuvenating treatment which will release tension and send guests into a dream-like state where their immune system is boosted.

Using gentle flowing movements using organic oils and balms from head to toe and incorporating a hand and foot pamper, full body massage and scrub, head massage and facial. The skin of the face and body is cleansed, invigorated, restored and nourished. Tired muscles are eased and energised, and all the body systems are rebalanced and rejuvenated.

Guests can also enjoy a fully equipped state of the art gym and leisure area with a pool, sauna, stream room, jacuzzi and aromatherapy showers.

All its mod-cons aside, the Headland is a place steeped in history – and the hotels’ past was in fact a somewhat turbulent one.

When building work commenced there was immediate opposition from the local fishermen, who claimed the hotel was being built on common land they had used to dry their nets for generations.

Newspaper reports from the time show that one night a group of disgruntled seamen pulled down the hotel’s foundation walls, burned the scaffolding and threw the foreman’s hut into the sea.

The Newquay Riots, as they were dubbed by the press, resulted in several men being fined and all building work grinding to a halt. Two hundred unemployed miners from the nearby town of Redruth were recruited because the locals were unwilling to return to the site, and as the new workers arrived in Newquay, traction engines equipped with steam hoses were used to keep the resentful natives at bay.

The hotel was eventually finished, however, and to the highest standards: a DC generator was installed in a remote underground chamber; there were two bathrooms for gentlemen and two for ladies on each floor; every bedroom had a fire place, hot and cold running water, electric light, and an electric service bell – all of which were considered luxuries out of the reach of most ordinary people at the time.

Among the hotel’s famous guests was none other than the future King Edward VIII. The then Prince of Wales arrived at the Headland to convalesce after suffering from mumps whilst training at the Royal Naval College in nearby Dartmouth.

During the Second World War, the building was requisitioned and became a Royal Air Force hospital – a part of its history that has given rise to numerous alleged spooky happenings inside the hotel. Guests (possibly fresh from a few postdinner drinks in the Terrace bar) have reported seeing the ghosts of men in uniforms walking around the corridors late at night.

The hotel may also be familiar to anyone who visited a cinema back in 1990 – much of the movie adaptation of Roald Dahl’s The Witches was shot on location in the Headland Hotel (named “Hotel Excelsior” in the film.)

Rowan Atkinson played the hotel manager. During a break from filming, he managed to flood the hotel by leaving his bath taps turned on.

Thankfully, the hotel has now completely dried out – and now it’s waiting for you to write your own history.

playHARD

How a Foot to Buy… ball Te am

While ownership of clubs like Chelsea and Manchester United will always be the preserve of billionaire magnates, it might not be as expensive as you think to buy and run a team – you just might have to lower your sights a bit…

What would you buy if money was no object? For many people, the answer to that question is obvious: they would purchase and run their very own football club.

In reality, though, for most people a professional club is well beyond their means.

But while ownership of the top teams remains off-limits to all but the planet’s richest billionaires, the dream of buying your own club might not be so far-fetched.

Many clubs go for very little money: in 2001, for example, Swansea City was sold for £1. But there will usually be a pile of debt lurking underneath such figures, and you’ll also need to pass the Football Association’s fit and proper person test.

A safer option would be to take the crowdfunding approach. Between 2008 and 2013, Ebbsfleet United, a non-league team currently playing in the Conference South, the sixth tier of the English football league system, was owned by the web-based venture MyFootballClub.co.uk.

Led by a former football journalist, around 27,000 of the site’s members each paid £35 to provide an approximate £700,000 takeover fund, and all owned an equal share in the club but made no profit nor received a dividend. Members got to play chairman, voting on player transfers, budgets and ticket prices.

Looking further afield, the USL Premier Development League – part of the United Soccer Leagues (USL), organizer of several soccer leagues with teams in the United States, Canada and the Caribbean – is currently the top-level men’s amateur soccer competition in the US, and has 62 teams competing in four conferences, split into nine regional divisions. Unofficially, it is considered to be the fourth tier of football competition in the US.

Pictured: Chelsea Billionaire chairman Roman Abramovich Iurii Osadchi / Shutterstock.com

The USL offers franchise locations in the US and Canada, with the initial franchise fee coming in at a fairly reasonable US$75,000. It then costs around US$50-70,000 a year to run a PDL club on a budget, not including player salaries for the few clubs in the league that are professional, and owners can of course spend more on advertising, kit and so on if they wish. The USL even try make the whole process as headache-free as possible, providing a range of services including franchise training, marketing services and player registration.

playHARD s e Man L f o t i Spir McLaren’s forthcoming trackfocused model – to be released on the 20th anniversary of the manufacturer’s triumph at the famous 24-hour race – will be a noholds-barred racing machine.

Twenty years on from victory at the 24 Hours of Le Mans by the now legendary McLaren F1 GTR, McLaren Automotive will resurrect the iconic name from its history for the track-only edition of the award-winning McLaren P1.

The limited-run model will go into production when the 375th and final example of the road car has been completed. In homage to its racewinning ancestor, the most powerful McLaren to date will be named the McLaren P1 GTR. With no need to comply with road legislation, the McLaren P1 GTR will be designed and developed as the best drivers’ car in the world on track. This will see even greater levels of performance, grip, aerodynamics and downforce than the road car. It will also feature technologies and a powertrain more extreme with an intended power output of 1,000PS (986 bhp), race-proven slick tyres, a widened track and more aggressive and distinctive styling designed to offer optimised performance around a lap.

The decision to produce a track-only variant is in response to demand to McLaren P1 owners, the company says. Included in the car’s £1.98m asking price is a tailored McLaren P1 GTR programme, created for each customer to build driver capability. It will include exclusive consultations with the McLaren driver fitness team and design director Frank Stephenson, privileged access to one of the McLaren racing simulators, and participation in a minimum of six dedicated international drive events to be held at some of the world’s most iconic Formula 1 circuits. And while exact production numbers are still to be determined, they will be strictly limited.