Acquisition International • June 2015
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Bitcoin Shop Inc. Bitcoin Shop, Inc. (BTCS) has invested $1.5 million in the Bitcoin mining hardware manufacturer, Spondoolies-Tech. We spoke to Charles Allen, CEO and Chairman at BTCS, responsible for the general direction and strategy of the company, to find out more about the deal and how they are working together to create their collaboration in the mining industry.
Insight “Beyond the CDD” We hear from Lushani Kodituwakku, Managing Partner at Neovian Partners, about how Commercial Due Diligence is evolving. We are also introduced to her company, the leading strategy, commercial due diligence (CDD) and HR/leadership consulting firm in France.
A.I’s Q2 Review:
Copperstone Capital is an investment management firm founded in 2010 in Moscow, Russia. We spoke to David Amaryan, Managing Partner & Chief Investment Officer to find out about the company.
H.I.G. Europe Acquires Airport Ground Handling Services Company, Aviapartner Olivier Boyadjian, MD of H.I.G. Europe in France, gives AI a detailed look at the company and the Aviapartner acquisition.
DEEP & FAR
Attorneys-at-Law 13th F1., No. 27, Sec. 3, Chung San N. Rd. Taipei 104, Taiwan, R.O.C. Tel: +886-2-2585-6688 Fax: +886-2-25989900/25978989 email@deepnfar.com.tw Deep & Far was founded in 1992 and is one of the largest law firms in this country. The firm is presently focused on the practice in separate or in combination of all aspects of intellectual property rights (IPRs) including patents, trademarks, copyrights, trade secrets, unfair competition, and/or licensing, counseling, litigation and/or transaction thereof. Since this firm edges itself into the IPRs field, the firm quickly comes to fame. As an illustration, this firm often is one of the largest sources from which foreign filing orders originate. The fascinating rise of this firm begins from the founder of Deep & Far attorneys-at-law, C. F. Tsai, who is the one first patent practitioner in this country who both has technological and law backgrounds and is qualified as a local attorney-at-law. The patent attorneys and patent engineers in this firm normally hold outstanding and advanced degrees and are generally graduated from the top five universities in this country and/or the university in the US. Our prominent staffs are dedicated to provide the best quality service in IPRs. As a proof, about one half of top 100 incorporations in this country have experiences of seeking patented their techniques, but more than one fifth of the top 100 incorporations are/were clients of this firm. Furthermore, Hi-Tech companies in the science-based industrial park located at Hsin Chu play an important role in booming the economy of this country. About one half of which have experiences in seeking patented their techniques, and out of more than 60% of the patent-experienced companies in that park have ever entrusted their IPR works to this firm.
We have experienced in seeking IPR-protections for our clients in more than 100 territories all over the world. We have thousands of IPR-cases respectively prosecuted before official Patent Offices of major industrialized countries. This firm not only is the most competent in IPR-related matters in this country but also is very familiar with IPR-practices in major industrialized countries. As a matter of fact, this firm oftentimes tries and makes precedents of new claim-drafting styles. While we might have become wonderfully famed locally with remarkable appreciation and respects, we would like to extend our services for internationalized or quality service-requiring foreign conglomerated giants, corporations or individuals. We strongly believe that we will win more applause from clients all over the world.
www.deepnfar.com.tw
Editor’s Comment Welcome to the June issue of Acquisition International! This month, we learn more about the digital gap from Thibaut Jacquet-Lagreze, Head of Marketing & Sales HQ, Avaloq. He focuses on the finance industry’s requirement to keep up to date with the digital transformations currently taking place. Elsewhere, we are pleased to congratulate VGENOPOULOS & PARTNERS Law Firm, after they won our prestigious ‘Dispute Resolution Award for Commercial Litigator of the Year Greece’. We get to know more about the firm as well as one of their senior partners, Dr. Alexandros K. Kalantzis. In our ‘Deal of the Month’ section, we get the inside track on the deal between Bitcoin Shop, Inc. (“BTCS”) and Spondoolies-Tech, from Charles Allen, CEO and Chairman at BTCS. Charles is responsible for the general direction and strategy of the company, and he fills us in on the finer points of the deal and details how the parties are working together to grow revenue and deliver value to customers.
Deal of the Month: BTCS
Bitcoin Shop, Inc. (“BTCS”) has invested $1.5 million in the Bitcoin mining hardware manufacturer, Spondoolies-Tech. We spoke to Charles Allen, CEO and Chairman at BTCS, to find out more about the deal and how how the parties are working together to grow revenue and deliver value to customers. /16
News /4 The latest news stories from around the world.
Our ‘M&A Focus’ this month looks at how cyber criminals target M&A negotiations and we hear from Stuart Poole-Robb, Chief Executive of the security, business intelligence and cyber security adviser, the KCS Group Europe.
Sector Spotlight /19
This issue also sees us continuing our popular into ‘60 Seconds With’ section, where we find out more from some successful, innovative and customerfocused companies that are currently flourishing in their respective sectors.
Deal of the Month /21
34/ Q2 Review 7/
Appointments
36/ 60 Seconds With...
We catch up with some successful companies currently flourishing within their respective sector.
41/ Ones to Watch
We pick out the companies to keep an eye on from across the global business landscape.
We showcase the most talked about M&A activity from around the world in our monthly deal showcase.
45/ The Deal Diary
And, of course, there’s our regular ‘Q1 Review’ section and our monthly ‘Deal Diary’ round up of some of the more noteworthy deals from across the business landscape.
Most Innovative Business Leaders /25 A closer look at some top-performing business leaders and the services they provide.
We hope you enjoy the issue!
Introduced by Zephyr/Bureau van Dijk. Our monthly round up of recent M&A activity across the globe. As always, we feature a range of transactions across a number of different sectors.
2015 Leading Advisors /28
Mark Toon, Editor mark.toon@ai-globalmedia.com
We catch up with some of the most active and innovative advisory firms around the world.
M&A Focus /30
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
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News: from around the world
National Journal Heartland Monitor Poll Finds Younger Generations Are Redefining Path to Success Most Americans believe it’s harder to get started today compared to previous generations. Younger Americans are shifting how they achieve the shared American goals of family, homeownership and career as they face new, evolving challenges, finds a new poll released today by The Allstate Corporation and National Journal.
an in-depth look at Americans’ perceptions about the best “road map” to a successful life and the difference between “younger” Americans who are getting started in life and “older” Americans who have moved past that stage.1
The 23rd Allstate/National Journal Heartland Monitor Poll explores Americans’ priorities and expectations for their personal finances, education, employment and family life. The poll also takes
“Young people want the ‘American Dream’ of homeownership, career and financial security, though they’re working hard to achieve it on different paths compared to their parents and other
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generations,” said Troy Hawkes, Field Senior Vice President of Allstate. “The latest Heartland Monitor data also reflects that younger Americans want to invest in their local communities in terms of commitment and volunteerism. Their dedication is a good sign for the future of our communities.”
News: from around the world
News: from around the world
EU Prepares for Worst as Greece Drives Finances to Brink European officials are preparing for the worst as Prime Minister, Alexis Tsipras’s brinkmanship pushes Greece’s finances to the limit. Chancellor Angela Merkel urged Tsipras to accept the framework for financial aid as the German public turns against supporting Greece and euro-area officials demanded a proposal for stabilizing the country’s debt by the end of Friday. The International Monetary Fund team left Brussels earlier this week, despairing of Tsipras’s tactics. In response, Greece ruled out cutting pensions and demanded a debt restructuring. Bank stocks plunged. “People are really fed up with this,” UniCredit SpA Chief Global Economist Erik Nielsen said in a television interview. “They’ve never seen anything so completely ridiculous, frankly speaking, from a debtor country.” After four months going round in circles, diplomatic niceties evaporated in Brussels on Thursday as EU President Donald Tusk rebuked Tsipras for dragging his feet on a debt agreement. Greece has less than a week to accept the conditions for aid, with the euro area due to withdraw its financial safety net at the end of the month. “Where there’s a will there’s a way, but the will has to come from all sides,” Merkel said in a speech to family-business leaders in Berlin. “That is why I think it’s right that we talk to each other again and again.”
Potts Print Invests £1 Million In Move For Record Results A Northumberland printing firm has invested more than £1 million in a new press as it moves to achieve the best results in its 140-year history
Potts Print (UK) Limited specialises in print, packaging and direct mail for sectors including retail, pharmaceutical, DIY, the NHS, creative agencies and the performing and visual arts community. Customers range from international corporations to charities, public sector organisations and local businesses.Now it is investing in a £1 million Heidelberg printing press, supported by a hire purchase facility from Lloyds Bank Commercial Finance. Originally founded in North Shields in 1875, Potts relocated to larger premises in Nelson Park, Cramlington in 2006 and has 160 staff. The company achieved revenues of £13.3 million in 2014, and the new investment is expected to help it achieve a record £15 million during 2015. Finance director Steph Tobin said: “We believe in ongoing investment in order to keep us up to date with technology.“This new press is ultra-efficient. It should provide us with efficiencies in time and materials which in turn leads to cost savings. It also allows us to maintain our flexibility in terms of lead-times. “It complements the presses that we already have and ensures we have all markets covered from digital to litho to large format. “This is the first time that we have funded a capital investment through Lloyds.
They know our industry and our business and were able to offer an extremely competitive deal.” Keith Bowden, Regional Manager, HP and Leasing, Lloyds Bank Commercial Finance, said: “It is fantastic to see this historic business thriving and investing in cutting edge technology to remain at the forefront of its industry. “Potts is an ambitious, well-run business and Lloyds Bank is very happy to have supported its investment in growth. “Hire purchase has become increasingly popular as firms emerge from the recession with a renewed confidence and look to make investments in key assets. “It is a form of asset finance that allows them to possess and control an asset while paying instalments covering depreciation and interest to cover capital cost, ultimately achieving full ownership.” Potts bought two new businesses during 2014 - North Tyneside-based Bakershaw Print and Cramlington-based Digital XL Services - but aims to focus on organic growth and integrating its new businesses during 2015. The business - which also offers a direct mail, warehousing and fulfilment service - has a strong focus on sustainability and claims to have been the first Carbon Balanced Printing Company in the North of England.
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News: from around the world
Wave Goodbye to the Zimbabwean Dollar The Zimbabwe government has announced it will officially discard the Zimbabwean dollar. Hyper-inflation had rendered it near worthless, making the US dollar the most widely used currency.
The central bank of Zimbabwe will offer $5 for every 175 quadrillion, or 175,000 trillion, Zimbabwean dollars, Governor John Mangudya said in an e-mailed statement from the capital, Harare. While it marks the official dropping of the currency, transactions in the southern African nation have been made using mainly the U.S. dollar and rand of neighboring South Africa for six years. “The decommissioning of the Zimbabwean dollar has therefore been pending and long outstanding since 2009,” Mangudya said on Thursday. “We cannot have two legal currency systems. We need therefore to safeguard the integrity of the multiple-currency system or dollarization in Zimbabwe.” The economy plunged into crisis after the government started a campaign in 2000 of violent seizures of white-owned commercial farms to
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distribute to black subsistence growers, slashing exports of tobacco and other crops. Inflation surged to 500 billion percent and the economy shrank during a near decade-long recession that ended in 2009. Under policies implemented by a coalition government, the economy began expanding and the recognition of foreign currencies as legal tender helped tame inflation. Consumer prices fell an annual 2.7% in April, according to the statistics agency.
Zimbabweans can convert their local dollars between June 15 and Sept. 30 at commercial banks, building societies and postal agencies, Mangudya said. Savers with Zimbabwe dollars in their bank accounts will get a flat $5 for anything up to 175 quadrillion Zimbabwean dollars. They can convert any cash they have “on a no questions asked basis” at a rate of $1 to 250 trillion Zimbabwe dollars for notes printed before 2009, Mangudya said. The move demonstrates the central bank’s “commitment to the multiple-currency system,” Mangudya said. Zimbabwe needs to increase its foreign reserves, improve its fiscal management and strengthen the financial sector before it can change the system, he said
Appointments: from around the world
Michael Rouse Joins Klarna as Chief Commercial Officer Klarna has hired Michael Rouse, a former American Express executive, as its chief commercial officer. He will oversee new business development, revenue management and global partnerships and solutions. The hiring of Rouse is a reflection of Klarna’s global ambition and dedication to consumer loyalty as it prepares to enter the U.S. market. “We’re gearing up to become the world’s favorite way to buy. That’s no small feat and with his relentless focus on providing world-class consumer experience Michael Rouse is the perfect addition to the team that will guide us there,” says Sebastian Siemiatkowski, CEO and co-founder of Klarna. Klarna is the only company worldwide to achieve the same mobile conversion rates that retailers typically see online. Providing an ideal consumer experience has proven to be the secret to that success. On
top of that, a unique integrated payments model enables Klarna to customize real-time dynamic credit offerings for its consumers. For every single transaction this becomes even more powerful, as data used to power its risk algorithm allows Klarna to apply additional solutions such as product targeting offers that drive ROI for retailers – all with the lowest fraud rates across any network. “As we see the convergence of online and offline, mobile is at the center. Klarna understands this and can leverage data from more than 35 million consumers’ daily spending habits to create meaningful solutions that deliver a simple buying experience for consumers and unprecedented conversation rates for retailers,” said Rouse. “Klarna is the most exciting company in payments and I’m thrilled to join this team.”
During the past seven years, Rouse has been at American Express, where he held executive positions within global sales, business development and marketing. He started as head of sales for the EMEA region at American Express Corporate Services, moved on to vice president and general manager of enterprise partnerships and Latin American businesses within the same division, and, most recently, was head of the company’s flagship loyalty program, Membership Rewards, pioneering and developing partnerships with the likes of Uber, AirBnB, Amazon and Ticketmaster.
Juan Miguel Hernandez Named General Manager At AmericaTeVe / Mundo Fox, Puerto Rico AmericaTeVe / Mundo Fox, has named Juan Miguel Hernandez General Manager in its Puerto Rico base effective immediately. Before stepping in as GM, Hernandez was sales manager at SBS Pto. Rico at its stations, La Mega, Estereotempo, La Nueva 94, Z-93 and Ritmo 96.5 He was previously responsible of major launches in programming at Mega TV Pto. Rico including the mini-series, GABRIEL. His past experiences include roles as sales executive in La Mega and Cima 96.5, AE for stations Estereo Tempo, Cosmos 94, Z-93 and Cima 96.5 and the successful launch of MTV Puerto Rico.
operation. He is also responsible for producing all advertising revenues for the stations. “I’m honored and proud to belong to the great family of AmericaTeVe / Mundo Fox. Together we will reach our goals along with our clients who support us endlessly,” stated Juan Miguel. “We are very excited to have Juan Miguel on board. He brings a broad knowledge of creative promotional ideas, key contacts and experience with the retail side of our business that is core to our growth in Puerto Rico,” comments Donny Hudson, Executive VP of Sales for AmericaTeVe / Mundo Fox,Miami, NY and Puerto Rico.
Juan Miguel Hernandez as GM/GSM will be responsible for every aspect of the Puerto Rico Acquisition International - June 2015 7
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Appointments: from around the world
Chief Operating Officer, Rita Lowman elected Chairwoman of Florida Bankers Association C1 Bank is proud to announce the election of Rita Lowman, C1 Bank’s Executive Vice President and Chief Operating Officer, as the 2017 Chairwoman elect of the Florida Bankers Association. Mrs. Lowman will be only the third woman to chair the Florida Bankers Association in its 126 year history. The Florida Bankers Association focuses on maximizing the ability of Florida based banks to compete effectively and profitably while being a positive influence on the economic well-being of all Floridians. “Rita Lowman of C1 bank was elected to serve as Chair of the Florida Bankers Association in 2017 in recognition of her strong leadership for Florida’s banking industry. We are all very thankful and proud of her,” stated Alex Sanchez, President & CEO of Florida Bankers Association
“I’m extremely honored and excited for this opportunity. C1 Bank is the most innovative and exciting bank I’ve ever worked for and I look forward to bringing just this sort of passion to my role as Chairwoman of the Florida Bankers Association,” said Lowman.
the Florida Bankers Association. We are thrilled that one of C1 Bank’s top executives will chair the Florida Bankers Association at such a critical time for our industry,” said Trevor Burgess, C1 Bank President & CEO.
Rita Lowman began her banking career more than 30 years ago and before joining C1 Bank held statewide senior level positions at Bank of America, Regions Bank and American Momentum Bank. Since 2010, Lowman has used her knowledge and experience to help develop the deposit network for C1 Bank, recently recognized as one the fastest growing in the country. “Rita is a force to be reckoned with. Her passion and dedication will make her a formidable chair of
GSG Names Brandon Smith as Director of Marketing GSG, a leading supplier to the screen printing, sign, digital imaging, and embroidery industries, announces the promotion of Brandon Smith to the position of Director of Marketing. In his new position, Mr. Smith will be responsible for management of all marketing activities, including purchasing and interfacing with vendors and key accounts. Brandon Smith earned his Bachelor of Business Administration in Marketing & Management from Baker University. He has been with GSG since 2014 as a Regional Segment Manager and has been actively involved with regional sign associations, most recently with the Tri-State Sign Association. According to GSG President, Mark Granberry, “Brandon brings a great deal of sales and operational experience in the graphics industry to his new position. He has a unique perspective and we look forward to him taking on the role of Director of Marketing.”
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About GSG Based in Dallas, GSG is a leading supplier to the screen printing, sign, digital imaging, and embroidery industries. GSG partners with over 100 leading suppliers to offer more than 20,000 in-stock products to graphics industries in the southern and southeastern United States.
Appointments: from around the world
SmartBear Names Vice President of Products, API Readiness SmartBear Software, the leader in software quality tools for the connected world, has named John Purcell its new Vice President of Products, API Readiness. John is an accomplished technology and business leader with over 16 years of experience in the telecommunications and IT industries. Most recently, he was Senior Director, Products for LogMeIn, Inc. where he held various product leadership positions across the company’s key Customer Care and IT Management portfolios. “Over the last several years, SmartBear’s API readiness business has experienced significant growth and become a multi-product offering to meet the growing demands for delivering reliable, scalable and secure APIs,” said Doug McNary, CEO of SmartBear. “John has extensive experience in product leadership and scaling product lines, and will be instrumental in taking SmartBear’s API business to the next level.”
John served LogMeIn for nearly five years, where he delivered consistent business growth for the company’s IT management portfolio, leading a large products, business operations and engineering organization. For more than six years, he was Technical Director at Red Bend Software, the company that catalyzes change in the connected world by keeping more than two billion automotive, IoT and mobile devices relevant. He also served LogicaCMG, now Acision, as Technical Team Lead. He has written for industry outlets and spoken at trade conferences on a wide variety of topics. John has a bachelor’s degree in engineering (electronic and electrical) from University College Dublin and a master’s degree in business administration from Babson College. “APIs are a critical aspect of modern software development and are an integral part of everything from distributed software to connected devices,” said John Purcell. “SmartBear’s API business is at an exciting stage, and I am delighted to lead the
mission to ensure our customers are developing robust API readiness plans and best practices in these quickly evolving industries.” SmartBear’s API business began with the acquisition of Eviware Software in 2011, the creator of SoapUI, the most used API testing tool in the world. SmartBear has collaborated with leading API solution providers including 3scale, Apiary, APIMATIC, IBM, Mashery, an Intel Company, Microsoft, MuleSoft, Restlet, and WSO2 through the SmartBear Developer Network (SDN), where its community of users and partners freely build integrations and plugins to further extend the functionality of the company’s software quality tools. Earlier this year, SmartBear acquired the Swagger API open source project, the leading API description format used by developers in almost every modern programming language and deployment environment to design and deliver APIs that fuel IoT, microservices and mobile applications in the connected world
Jeffrey Kasher, Ph.D., Joins DrugDev as Chairman of Advisory Board DrugDev continues to attract pharmaceutical industry visionaries to join its mission of developing innovative clinical technology solutions to help sponsors, CROs and sites do more trials together. Today, the company announced Jeffrey Kasher, Ph.D., has joined as Chairman of the DrugDev Advisory Board, a distinguished team of current and former clinical research executives from many of the leading pharmaceutical companies in the world. Dr. Kasher is passionate about improving outcomes, bringing patient and research sites into the development process, and dramatically decreasing the time to market for promising drug candidates. He is known as a pharmaceutical development change catalyst who brings to the role 28 years of leadership experience at Eli Lilly, where most recently he managed a portfolio of innovative clinical development approaches to achieve 50% cost and time reductions to be realized over a five-year period beginning in 2017. His expert perspective includes direct experience with novel product development from bench through market launch, research and
clinical trial leadership, innovation center startup, and new industry paradigm creation. “Patients can no longer wait for us to get the drug development process right,” said Dr. Kasher. “With new technology at our disposal, it is our mandate as an industry to dramatically reduce the amount of time and money it takes to bring helpful new drugs to market. The team at DrugDev shares this mission, and I’m excited to help the company realize its goal of bringing technology solutions to drug developers that enable them to do more trials for the same or even reduced budget. Together, we’ll be able to get more drugs to the patients worldwide who need them, faster.” Added Hugo Stephenson, MD, Executive Chairman of DrugDev, “We are on a mission to fundamentally change the clinical research process through industry-wide collaboration, standardization and a beautiful technology experience. Jeff Kasher’s focus on enabling companies to bring more drugs to market aligns perfectly with our goal to
help companies do more trials, and his unrivaled experience creating disruption in all aspects of clinical research will be of immeasurable value in overcoming our industry’s essential challenge.” In addition to his role at DrugDev, Dr. Kasher is President of Patients Can’t Wait, was a founding member of the TransCelerate Biopharma Operations Committee and the Avoca Quality Consortium, sits on the DPharm Europe steering committee and faculty, and is a member of Linking Leaders. In 2013 CenterWatch named Dr. Kasher one of the “20 Innovators Changing the Face of the Clinical Trials Industry.” Dr. Kasher received a B.S. in Chemistry from Franklin & Marshall College, a Ph.D. in Pharmacology from the State University of New York, and a Post-Doctoral Fellowship in Physiology at Yale University School of Medicine.
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Appointments: from around the world Evercore Announces the Appointment of Walter Kuna as Senior Managing Director of Evercore Germany Evercore have announced the acquisition of Kuna & Co. KG, the Frankfurt-based investment banking advisory boutique, and the appointment of Walter Kuna as Senior Managing Director of Evercore’s German advisory business. Walter Kuna founded Kuna & Co. in 2004 and has built it into a leading independent advisory business with a focus on real estate in Germany. Prior to forming Kuna & Co., he was Managing Director of Lazard Germany, having been a founding partner of Lazard’s German M&A advisory business in 1989. Kuna & Co. is an independent advisory firm with a team of ten professionals based in Frankfurt. Over its 11 year history, it has advised on over €25 billion of M&A, financing and restructuring transactions, including some of the largest and most complex real estate transactions in Germany over recent years. Its client base includes international investment firms such as Cerberus and Blackstone, as well as leading German corporates and family offices. In addition to its primary focus over recent years on the German real estate market, Kuna & Co. has also been active in other sectors including retail and
industrials. Following completion of the acquisition, which is expected at the beginning of July, the business will be rebranded Evercore.
Chemicals, Technology, and now Germany, we are well-positioned for a further phase of profitable growth.”
Ralph Schlosstein, Evercore’s President and Chief Executive Officer, commented, “We are delighted to welcome Walter and his team to Evercore. Kuna & Co. has built a very successful and profitable business with a strong track record in executing large and complex transactions in Germany. We look forward to working with Walter on further broadening the base of the business and leveraging his network together with the deep industry expertise of our sector bankers both in London and the US.”
Walter Kuna said, “Evercore is today the most professional and trusted global advisory firm providing high quality and independent advice to clients. This combination will provide significant benefits to our clients through Evercore’s global reach, broad industry expertise and institutional brand. We are truly excited to become a part of the Evercore family and to be able to lead Evercore’s expansion into Germany.”
Andrew Sibbald, Chief Executive of European Investment Banking at Evercore, said, “Adding Kuna & Co. provides us with an excellent entry point into the German advisory market. Walter has the experience, reputation and network to be a highly effective partner for us as we continue to build out our platform in Europe. We are delighted with the expansion of our business in Europe, and with the recent additions of senior bankers in Debt Advisory,
Walter Kuna has a PhD in Economics from Johann Wolfgang Goethe-Universitat in Frankfurt. He is the Chairman of the Friends of the Jewish Museum in Berlin and Treasurer of the Friends of the Frankfurt Opera and Theatre.
SimCorp Appoints Peter Bonfiglio as Chief Financial Officer of North America SimCorp, a leading provider of investment management solutions and services for the global financial services industry, have announced the appointment of Peter Bonfiglio as Chief Financial Officer of North America. In this role, Peter will lead the North American finance team to deploy a financial infrastructure that enables SimCorp’s growth in the years to come and to ensure that SimCorp continues to provide best-in-class service to both its customers and employees. Peter has 25 years of financial experience, joining SimCorp from Wolters Kluwer where he acted as Vice President of Finance & Controller for Corporate Legal Services. Peter led a team of 65 professionals across global accounting, reporting, integration, A/P, A/R, collections and facilities supporting a business of over $600M in revenue. Prior to joining Wolters Kluwer, Peter was President of The Goodson Network, a boutique outsourced and interim CFO consultancy serving clients in the software, information services, retail and e-commerce spaces. SimCorp will also gain valuable experience in public company FP&A and
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reporting from Peter’s time with Medidata Solutions, Alloy and dELiA*s. James Corrigan, Managing Director for SimCorp North America said: “I’m pleased to welcome Peter to the SimCorp North America management team. Peter is a highly-regarded industry veteran whose experience in managing scale will support SimCorp’s growth trajectory.” Peter holds an MBA from New York University and a BS in Accounting from Brooklyn College. He will be based in New York. About SimCorp Since 1971, SimCorp has been providing investment and portfolio management software and services to the world’s leading investment managers, asset managers, fund managers, fund administrators, pension funds, insurance funds, and wealth managers. Based on its world-class software platforms, SimCorp Dimension and SimCorp Coric,
SimCorp provides global financial organizations with the tools they need to mitigate risk, reduce cost, and enable growth. Listed on the NASDAQ OMX Copenhagen, SimCorp is a global company, regionally covering all of Europe, North America, and Asia Pacific.
Appointments: from around the world
Shire Appoints Olivier Bohuon to its Board of Directors Shire plc announced the appointment of Olivier Bohuon to the Shire Board of Directors as a NonExecutive Director. Olivier will also be a member of the Science & Technology Committee of the Shire Board. Both appointments will be effective from July 1, 2015. Olivier has served as Chief Executive Officer of Smith & Nephew plc, a global medical technology company, since 2011. He has extensive international business and leadership experience across a number of pharmaceutical and healthcare companies in Europe, the Middle East and U.S. He also serves as a Non-Executive Director of Virbac Group SA. Susan Kilsby, Shire’s Chairman, commented: “Olivier Bohuon further enriches the Shire Board of Directors, bringing direct experience and deep knowledge of pharmaceuticals and healthcare in today’s fast-changing global environment as well as executive and board leadership in dynamic
industries such as medical technology. We are especially pleased he will join the Shire Board at a time we are rapidly transforming to a global biotech focused on the unmet medical needs in rare diseases and other specialty conditions.” Olivier is a member of the Smith & Nephew plc Board of Directors, where he also serves on the Nomination & Governance Committee. Prior to Smith & Nephew, Olivier served as the Chief Executive Officer and President of Pierre Fabre Group, and as President of Abbott Pharmaceuticals, a division of Abbott Corporation based in the U.S. He has also held diverse commercial leadership positions for GlaxoSmithKline and its predecessor companies in France. Olivier has an MBA from HEC Paris School of Management and a Doctorate in Pharmacy from the University of Paris.
medicines to meet significant unmet patient needs. We focus on providing treatments in Rare Diseases, Neuroscience, Gastrointestinal and Internal Medicine and we are developing treatments for symptomatic conditions treated by specialist physicians in other targeted therapeutic areas, such as Ophthalmics.
Shire enables people with life-altering conditions to lead better lives.Our strategy is to focus on developing and marketing innovative specialty
Robert E. Rice, Former Chief Counsel to SEC Chair, Joins Ropes & Gray in New York Robert E. Rice, a veteran regulatory enforcement lawyer and former federal prosecutor who most recently served as Chief Counsel to U.S. Securities and Exchange Commission Chair Mary Jo White, has joined Ropes & Gray today as a partner in the firm’s business and securities litigation practice in New York. With almost twenty-five years of experience in government and the private sector handing regulatory enforcement matters and criminal investigations and prosecutions, Mr. Rice’s wealth of experience and unique background will immediately benefit the firm’s clients in the financial services industry and other highly regulated areas. In his most recent role as a senior legal and policy advisor to SEC Chair White, Mr. Rice provided advice and counsel on a broad range of regulatory matters throughout the SEC’s divisions and offices, focusing on enforcement actions, policy and strategy; examinations of broker-dealers, credit rating agencies, investment advisers, self-regulatory
organizations and other SEC registrants; and crossborder coordination with other regulatory agencies. Before joining the SEC, Mr. Rice was a Managing Director and held a senior in-house counsel position at a global financial institution. In that role, Mr. Rice managed complex domestic and global regulatory enforcement, criminal and litigation matters arising from the financial institution’s business lines, including asset management, broker-dealer services, corporate and investment banking services, and proprietary trading. Mr. Rice also previously practiced as a partner with another leading law firm, and served for more than nine years as an Assistant U.S. Attorney in the U.S. Attorney’s Office for the Southern District of New York, ultimately becoming a Deputy Chief of the Criminal Division. There, he investigated and prosecuted a wide range of federal criminal offenses, from the grand jury phase through trial and appeal, including bank fraud, insurance fraud, mail fraud, money laundering, securities fraud, tax fraud, wire fraud and forfeiture. Mr. Rice holds
a Bachelor of Science degree from Springfield College and a Master of Arts degree from Montclair State College. He received his J.D. from St. John’s University School of Law. At Ropes & Gray, Mr. Rice will concentrate his practice on the representation of corporate entities, and their officers and directors, in connection with regulatory investigations and enforcement proceedings by federal and state regulatory agencies. Mr. Rice will also guide corporate clients, and officers and directors, in white-collar criminal investigations and prosecutions by the U.S. Department of Justice and state and local law enforcement agencies, as well as parallel civil litigation actions and internal investigations.
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Appointments: from around the world
Digital Science Announces New Managing Director Digital Science have announced the appointment of Daniel Hook, currently Director of Research Metrics at Digital Science, as its new Managing Director. Hook assumes this role from Timo Hannay, who has served as MD since the company’s inception in 2009. After five years of successfully mentoring and incubating a portfolio of technology start-ups within Digital Science, Hannay plans to launch his own company in the EdTech sector.
serving the needs of scientific and research communities, including academic research organisations, publishers and research funders. It is home to more than 250 staff in the UK, USA, Germany, Israel, Romania and Australia. It is wholly owned by the global media company, Holtzbrinck Publishing Group, and will have its reporting line into Markus Schunk, who heads the Holtzbrinck Digital, Information & Services division.
Hook has been working side-by-side with Hannay to allow a smooth transition of the business and continuity of leadership. He has held many positions within Digital Science since joining the business four years ago as co-founder of Symplectic, one of Digital Science’s first portfolio companies. Most recently, he has served as Director of Research Metrics, whilst also acting as interim COO of portfolio company, Figshare.
Commenting on the appointment, Stefan von Holtzbrinck, CEO of the Holtzbrinck Publishing Group, said: “We recognise Timo’s immense contribution to the creation and establishment of Digital Science. Its reputation as one of those rare companies truly enabling research to be redefined by technology is down to his vision and the team he has assembled, which includes Daniel Hook.
Digital Science is a technology company which invests in and incubates technology companies
delighted to appoint him as the new Managing Director. His ability to think strategically has already ensured him a pivotal role within Digital Science, as both a company founder and a business leader. His vision for how our technology can be used and experienced will form the next chapter of innovation and growth for Digital Science.” Daniel Hook added: “I am honoured to have been asked to lead Digital Science into the hugely exciting next stage of its growth. Some of the most influential global research organisations, publishers and funders from California to Melbourne use Digital Science technology to enable their research to be more efficient and more open and ultimately to propel their research forward to discover more.”
“I cannot think of anyone better than Daniel to lead Digital Science into the next phase, so I am
Juniper Pharmaceuticals Appoints James A. Geraghty to Board of Directors Juniper Pharmaceuticals, Inc. has announced that James A. Geraghty has been appointed a director of the Company and is included in the nominees for election at the Annual Meeting of Shareholders, which is scheduled for July 7, 2015 (the “Annual Meeting”). The Board resolved to appoint Mr. Geraghty as its Chairman, coinciding with the retirement of current Chairman Steven Kasnet, following the Annual Meeting. Jim Geraghty is an industry leader with 30 years of strategic and leadership experience, including more than 20 years as a senior member of executive teams at biotechnology companies developing and commercializing innovative therapies. Currently an Entrepreneur in Residence at Third Rock Ventures, a leading biotech venture and company-formation fund, Mr. Geraghty also serves as Chairman of the Board of Idera Pharmaceuticals. Earlier, Mr. Geraghty served as Senior Vice President, North America Strategy and Business Development at Sanofi, which he joined upon its acquisition of Genzyme. Mr. Geraghty spent 20 years at Genzyme, where his roles included Senior Vice President
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International Development, President of Genzyme Europe, and General Manager of Genzyme’s cardiovascular business. Mr. Geraghty also oversaw Genzyme’s Humanitarian Assistance for Neglected Diseases (HAND) program, under which the company supported innovative development programs on a non-commercial basis. “Following an extensive search, we are very pleased to welcome Jim Geraghty to Juniper Pharmaceuticals as a Board member and the Company’s future Chairman. Jim has highly relevant experience in leading boards and in senior leadership roles at successful organizations, with particular focus on drug development in targeted therapeutic areas and franchise building,” said Stephen G. Kasnet, retiring Chairman of the Board. “His strategic vision dovetails with Juniper’s goal to create long-term value for shareholders by investing cash flows generated by Juniper’s core operations into the development of an expanded product portfolio. We are confident that Jim will be a strong Chairman to lead the Board in guiding and supporting Juniper Pharmaceuticals’ future growth.”
“I’m pleased to join the Board at such a promising time in Juniper’s development,” said Mr. Geraghty. “The Company has excellent capabilities to support the development of truly innovative therapeutics. With a product soon to be enrolling patients in a Phase II clinical trial, and a breakthrough intravaginal ring newly-licensed for internal development and collaborations, the company is well-positioned to address important unmet needs in women’s healthcare. I look forward to working with Juniper’s board, management team and Scientific Advisory Board to build long-term value for patients and shareholders.” Mr. Geraghty is also Chairman of the Board of rEVO Biologics, and a member of the Joslin Diabetes Center Board of Trustees and the BIO Ventures for Global Health board. He started his career in healthcare strategy consulting at Bain and Company. A graduate of the Yale Law School, Mr. Geraghty holds a M.S. from the University of Pennsylvania and a B.A. from Georgetown University.
Bojovic & Partners Bojovic & Partners is a Belgrade, Serbia based full-service law firm of choice for businesses that demand high level results. We are passionately focused on our ability to provide insightful counsel and exceptional service – together with our deep commitment to excellence and as a trusted partner for clients of every size.
Address: Cika Ljubina 16 11000 Belgrade, Serbia Telephone: +381 11 7850 336 Fax: +381 11 7850 337 Email: office@bojovicpartners.com Website: www.bojovicpartners.com
We take an integrated approach to client service and are organized by practice groups that nurture industry specific in depth knowledge. Each case and client is unique, which is why our approach is business oriented and tailored to our clients’ business plans and goals which enables us to advise them in the most efficient manner. Business issues encompass multiple areas of law. As a result, we are committed to providing legal counsel that addresses virtually all of our clients’ concerns directly and efficiently, with the resources appropriate to the matter at hand. We have recently also started a French desk offering services in French language for our clients. All three partners, Marija Bojovic, Vuk Draskovic and Uros Popovic are members of the Serbian Bar Association and practice under its authority. Uros Popovic is also admitted to the practice of law in the state of New York.
We also have memberships in the International Bar Association, Foreign Investors Council, BritishSerbian Chamber of Commerce, AmCham, FrenchSerbian Chamber of Commerce, Italian-Serbian Chamber of Commerce, and Canadian-Serbian Chamber of Commerce. Practice areas We handle the needs of foreign and domestic clients in all commercially relevant areas of law, including general corporate counseling, finance, commercial agreements, dispute resolution, competition matters, data protection, employment law, tax, capital markets, public private partnerships, real estate, and intellectual property. In parallel to our development of practice groups specialized in particular legal areas, we take industry-oriented approach and have significant experience as legal advisers in industries such as FMCG, telecommunications, financial services, energy, mining, information technology, automobile industry, tourism, pharmaceuticals, construction, and agriculture.
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Mind the Digital Gap This viewpoint, written by Thibaut Jacquet-Lagreze, Head of Marketing & Sales HQ, Avaloq, focuses on the finance industry’s requirement to keep up with the digital transformation currently taking place. With the rise of fintechs becoming increasingly apparent, it is now more important than ever for banks to ensure a digital strategy is properly implemented. Fintechs leading innovation According to a survey by The Economist, in 2015, banks have for the first time promoted the implementation of a digital strategy, to the highest priority on their agenda. However, according to a survey by Avaloq, 74% also admit they have not yet defined a digital strategy or are only at the very early stages of doing so. At the same time, large banks such as BBVA are investing heavily in technology through the acquisition of software companies or digital banks, known as ‘fintechs’. Fintechs are widely regarded as the leaders of innovation in the banking industry over traditional financial services providers. They are primarily achieving this by offering clients a state-of-the-art digital experience and offer their services at a much cheaper price than their more traditional competitors. Many are also leveraging the untapped potential of technology to offer innovative products and services. In wealth management, robo-advisors offer low-cost algorithmic-based investment management - for example, Wealthfront offers a tax-optimised direct indexing service at a management fee of 0.25 per cent of asset value. While Wealthfront has reached a milestone of two billion dollars of assets managed on the platform, Silicon Valley fintechs claim to manage a total of twenty billion dollars of assets, and this number is growing quickly. However, many wealth managers still underestimate the risk of a disruptive change within the industry. Many believe fintechs only provide solutions that appeal to retail or mass affluent clients and claim they do not provide sophisticated investment solutions that are tailored to a client’s unique situation. There is also an argument that they do not offer the personalised client experience that wealthy clients still expect and can easily receive from a relationship manager. The problem with disruptive digital shifts (an issue which has already been realised in other industries) is that the change is sudden and dramatic and happens when both the technology and the consumer are ready. Such transitions are also very difficult to predict as there are only minimal warning signs before they actually occur. Despite this, the rapid growth of fintechs in the last two years and the surge in mobile technology adoption cannot be argued against, and these may be the early signs of an impending digital shift within the financial sector. It also can’t be denied that fintechs 14 Acquisition International - June 2015
today clearly provide an alternative to part of, if not all services offered by banks and wealth managers. Industry surveys now suggest client expectations in a digital experience with their finance provider are rising quickly, even for High Net Worth Individuals (HNWIs). For example, according to the 2014 Global HNW survey by Capgemeni, RBC Wealth Management and Scorpio Partnership, over 65 per cent of HNWIs are prepared to leave their wealth management firm if they fail to provide an integrated channel experience. Clients today expect the service they get from their wealth manager to be integrated across all channels, from personal contacts, to phone, computer and mobile devices. What’s more, when they start a request from one channel, they want to be able to seamlessly continue and finish it on another, of their choice and at their convenience. The three stages of digital transformation for traditional players Mounting pressure from client expectations and new rival players in the industry mean many banks and wealth managers are prioritising the provision of a new digital experience for their clients. Yet, as other service industries have already experienced, this alone will not be sufficient to survive a digital revolution. At Avaloq, we have identified three stages of digital transformation. While most banks and wealth managers have identified the first two, only a minority have identified and integrated the third stage within their digital strategy. Stage One: enabling digital channels The first stage within the journey to digital transformation is to enable multiple digital channels to sell products and serve clients. This stage is already being implemented by most financial service organisations today. Mobile or e-banking channels are typically independent from traditional clientfacing channels and operate in a silo-mode, directly integrated into a core banking operating system. One of the limitations that banks and wealth managers operating at this stage will face is that digital channels do not provide the same services as traditional channels. Another is the limited level of self-service on digital channels where too often, only simple transactions are possible online, such
as payments or trading orders. It is also not always possible to execute more complex requests online such as on-boarding a new client, subscribing to a discretionary management service, or getting investment advice. As a result, many clients, in particular younger generations, can become frustrated as they cannot understand why what has become a standard in other service industries, is not possible in the financial field. However, perhaps the most concerning limitation is that client-facing employees have absolutely no transparency over their clients’ activities on digital channels. If a client has unsuccessfully tried to use mobile or web banking to execute a payment or initiate a trading order, the client will have to give a full explanation in order to get the help needed when meeting with an advisor or relationship manager. Stage Two: digitising all processes The second stage of digital transformation is focused on digitising all processes to increase operational efficiency and provide an omni-channel experience. This materialises as a digital banking platform that fully integrates all client channels whether digital or traditional, and all front and back office processes. It ensures consistency and continuity of service across any channel, and means client advisors and branch employees are performing their daily tasks on a digital platform that is fully integrated to all client digital channels. It is commonly called an omni-channel platform because the client can experience a continuous and integrated experience no matter what digital or traditional channel they are using. Client-facing employees not only have clear visibility of all client digital activity, but they can also interact and serve them remotely through digital channels as if they were face to face. At this stage, digital channels are not just used as a means for informing clients and providing them with basic levels of self-service or interaction capabilities like at stage one. They are now used as a communication and collaboration tool between the client and the advisor, to increase the level of service offered on digital channels and build a closer relationship between the financial services provider and their clients.
Digitising all processes also means fully automating the full financial services value chain, in particular to maximise straight-through-processing transactions and digitise all client-facing processes such as client on-boarding or investment advisory. In many banks, these processes are still executed manually without the help of any digital tools and with a lack of automation and efficiency. Reaching this second stage of digital transformation will therefore enable significant gains in efficiency while also reducing costs. Yet this still might not be sufficient to survive a digital disruption. Stage Three: transforming into a digital business The third stage in the digital transformation journey is to turn the bank or wealth manager into a digital business. This requires a change of the business model by leveraging the full potential of technology to reshape products and services. Ultimately, it means that technology is used fully throughout the financial services value chain and to design, build and sell all products and services offered. The world is experiencing a digital revolution and all industries are, or will be, undergoing significant change as a result. New behaviours are becoming the norm thanks to the daily use of social networks that have introduced new standards of transparency and social interaction. For example, an increasing number of people are now reluctant to trust a new service provider without checking its reputation, rating and pricing compared with alternative providers on various online communities.
social finance platforms or platforms to compare, rate and rank investment advisors and banks. They also offer innovative technology-based products or services. For example, in wealth management, fintechs offer HNWIs investment strategies that leverage the high potential of applied mathematics into their models. Algorithm-based strategies can now include risk and tax optimisation that has proven to perform better than basic ETF or expensive discretionary portfolio management mandates. One of the most disruptive innovations would be to democratise the access to ad-hoc and tailor-made financial solutions that are currently only offered to wealthy or corporate clients. For example, it could be possible for clients to request the creation of ad-hoc structured products on demand, to hedge the risk on their assets. Another example is the creation of new exchange marketplaces for investment assets that were once illiquid, such as commercial real-estate investment, art and gold or private equity, which can now be open to mass affluent and retail investors.
Do not ignore the digital financial marketplace Most banks and wealth managers have identified the digital transformation as a necessity and a digital strategy has therefore become the key priority in their business planning. Yet only a few have truly integrated the change of paradigm that will be mandatory to succeed. The focus of the digital transformation is usually placed on integrating new client-facing technology to provide a digital experience to clients. Many do not yet see the need to completely redefine their product and service offering with technology, or to open to new emerging financial marketplaces that offer access to alternative investment products and services. However, in the wake of a digital disruption, the traditional business model may become obsolete. The industry must therefore be prepared to face a future in which clients relegate banks to a low-revenue and low-margin custodian service provider, if they fail to embrace the new digital era. Ultimately, the banks and wealth managers that succeed will have achieved a full transformation into a digital business.
It is highly possible that this change could lead to the financial industry undergoing a transition from a bank-centric model, where the bank is at the centre of a client’s financial life, to a customer-centric model, where the bank plays a reduced part of a client’s financial experience. In a client-centric model, clients will still expect a number of services from their banks, in particular the custody of their assets. However, many will not rely solely on their bank or wealth manager to obtain information or advice on financial products and services; neither will they rely only on them to execute financial transactions. Fintechs, which have experimented with new business models for banking and wealth management, are a key factor of this disruption. For example, fintechs offer a wide range of new services such as account aggregation across custodians,
Thibaut Jacquet-Lagreze, Head of Marketing & Sales HQ, Avaloq
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VGENOPOULOS & PARTNERS Law Firm Company: VGENOPOULOS & PARTNERS Law Firm Email: kalantzis@vplaw.gr Web Address: www.vplaw.gr
We are pleased to congratulate VGENOPOULOS & PARTNERS Law Firm on winning the 2015 Dispute Resolution Award for ‘Commercial Litigator of the Year - Greece’. Here, we get to know the firm as well as one of their senior partners, Dr. Alexandros K. Kalantzis.
Address: 15, Filikis Eterias Sq. 106 73 Athens, GREECE Tel: +30 210 7206 900 Fax: +30 210 7231 462
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V & P Law Firm (Vgenopoulos & Partners Law Firm) is a Greek full service corporate and business law firm. For over 25 years they have worked in close cooperation with their clients in various business sectors, and powered by their success, V & P Law Firm has grown to be one of the largest law firms in Greece, with offices in Athens and Piraeus.
V&P Law Firm are dedicated to achieving a high level of individual service for every client that they work with. To assure that the best care and professionalism is given to their clients, the company assign at least one partner per client, who will then maintain overall responsibility for that particular client’s affairs. This happens from the very beginning of the client/ partner relationship.
Since its foundation in 1983, V & P Law Firm has remained dedicated to providing legal advice and service which looks beyond the legal issues and takes into consideration also the business aspects of each case. Their teams structure their advice and approach to take account of the commercial realities as well as the legal principles. The great majority of their lawyers have spent their entire careers within the company and all partners are appointed from within the firm.
In addition to this, each individual transaction is led by a partner with extensive experience in the area of law relevant to the specific transaction. This partner will then take direct responsibility for the advice and service provided to the client and will make it their duty to be accessible to the client to discuss the progress and the legal and practical issues arising throughout the transaction.
Their company policy is based around careful growth, with emphasis on the quality of their lawyers, which enables them to maintain integrity of purpose and uniformly high standards of work for their clients. They provide a comprehensive range of legal services to domestic and foreign clients who are currently doing business in Greece or are planning to invest there. The range of services and degree of specialisation are continually developed to meet the expanding demands and complexities of modern business and the size and resources of their clients.
V & P Law Firm place special emphasis on continuity. Their lawyers work in teams which are focused on clients rather than practice areas. This means that our clients work with lawyers they know and, over time, our lawyers are able to develop a thorough understanding of our clients’ businesses and methods of operations. In turn, this enables our lawyers to maximize their effectiveness and to contribute to the determination of strategic issues and decisionmaking at the highest levels.
Senior Partner Profile We now hear from one of the firm’s Senior Partners, Dr. Alexandros K. Kalantzis at V & P Law Firm to find out more about his role and experiences. I am a Senior Partner of V & P Law Firm. My practice focuses on commercial litigation and arbitration. While being in this role I have represented international and Greek clients, including public and private companies, leading multinational and large Greek companies and high-net-worth individuals. I have worked with these clients in a number of high profile litigation cases, both as a plaintiff’s and defence attorney, before the Greek courts of all degrees and before arbitration tribunals. Other work of mine includes counselling and advising Greek and foreign clients of all sizes in numerous projects and matters on almost all areas of commercial transactions and business disputes. I believe that I stand out in relation to my experience in handling litigation cases for a period of more than 35 years. As well as this, and in addition to my practical experience, I have a solid theoretical legal background as a holder of a doctorate degree and author of four books and of numerous essays, articles and contributions in legal journals, reviews and other publications, both Greek and international which explore a variety of topics in the area of commercial and business law. All the above, in combination with my meticulous work method in the preparation of my litigation cases, have resulted to an impressive success record. Among other matters and cases, I recently obtained a favourable decision of the Greek court in a multimillion Euro dispute, involving my foreign client and chairman of the board of directors for an international holding company with controlling interests in entities active in several sectors of the economy, who had been sued before the Greek courts in relation to transactions with locally owned companies. Also, I have won at the appellate level another multi-million Euro case against a U.S. manufacturer and its European subsidiary and I have participated in the handling of a very high profile ICC arbitration case that is still ongoing with very positive prospects. The Greek legal market is inevitably affected by the financial crisis which is affecting all sectors of the economy and also the flow of legal work especially in the area of new investments. Litigation, however, has been less affected by the crisis in comparison with other areas of work in almost all law firms including this one. In the present situation the challenge that we are dealing with is that we continue to offer to our clients our services at the highest possible professional standards in a very competitive environment with extremely pressing demands.
Dr. Alexandros K. Kalantzis, Senior Partner at VGENOPOULOS & PARTNERS Law Firm
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Technology The technology sector has already notched up a number of sizeable investments in 2015 to date and as the year moves towards its half way point we are starting to get an idea of how things are shaping up in the industry. Value remains lower than in both H1 and H2 of 2014, but this is not to say a few more large deals won’t be signed off over the next month and push investment back to these levels by the end of June. The months from January to June have seen a decent level of investment in the technology sector, according to Zephyr, the M&A database published by Bureau van Dijk. The database shows that so far in 2015 USD 101,130 million has been injected across 4,905 transactions. In terms of value this figure is slightly down on the USD 128,846 million signed off in H2 2014 and the USD 128,978 invested in the first half of 2014. However, the difference is not so large as to be insurmountable over the course of the coming four weeks and we could see some big deals agreed which may push values back to this level. Even if this is not the case, the EUR 101,130 million injected into the sector between January and June is still significantly greater than for any half year period between H1 2006 and H1 2013. During this timeframe the largest six monthly aggregate value recorded was in the first half of 2013, when dealmaking of USD 78,280 million was signed off. It is a similar story by deal volume, as although the 4,905 deals announced in H1 2015 to date falls somewhat short of H1 and H2 2014 (5,696 and 6,356, respectively), the figure is still much higher than any other half yearly period from the start of 2006 to June 2013. The highest volume recorded over this timeframe was also in H1 2013, when 4,728 deals were announced. Naturally, there have been plenty of less than impressive showings in recent years, although these
Number and Aggregate Value (mil USD) of Technology Deals Globally: 2006-2015 YTD (as at 2 June 2015)
can be attributed to the general lack of M&A activity witnessed during the height of the global financial crisis. The worst performing half year period since the start of 2006 was in the opening six months of 2009, when just USD 25,000 million was invested. Volume plumbed its lowest depths in H2 2008 as a lowly 1,571 deals were signed off in this period. Although both volume and value have been on the increase over the course of the last few years, it is the high value transactions which make the difference between a disappointing result and a more promising one. In many cases a particularly large deal can make up for a relatively low volume by pushing values higher. In the first half of 2015 to date all of the top ten deals targeting technology companies have been worth in excess of USD 1,000 million. The most valuable of these was a USD 5,300 million buyout of US data integration and business intelligence software developer Informatica by Permira Advisors and Canada Pension Plan Investment Board. The buyers, which acted through an acquisition vehicle known as Italics, agreed to pay USD 48.75 per share for the business in April. Completion is expected to follow at some point during the second or third quarter, subject to the green light from shareholders and regulatory bodies. The period’s second largest technology transaction was a USD 3,571 million purchase of UK data centre hosting company Telecity by Equinix,
with the consideration to be in the form of cash and shares. That deal was announced in May and is also dependent on shareholder approval. The fact that a North American company was targeted in H1 2015’s largest deal means it is not surprising to see the region head up the value rankings for the year to date. In addition, six of the period’s top ten deals had targets based there. In all USD 47,939 million has been invested in North American companies so far this year. The Far East and Central Asia placed second with USD 26,299 million, despite being targeted in just two of the period’s top ten transactions, followed by Western Europe with USD 18,434 million. In terms of deal volume North America also led the way, with companies based in the region being targeted in 1,990 deals. Western Europe placed second with 1,223, followed by the Far East and Central Asia with 1,176. To sum up, it is safe to say there has been significant investment in the technology sector in 2015 to date and that the situation is considerably better than prior to 2013. It is difficult to say whether aggregate deal values for the six months will surpass either H1 or H2 2014, but it is sure to be a close call and depends on how many deals are announced over the coming four weeks and their values.
Number and Aggregate Value (Mil USD) of Technology Deals Globally by Deal Type: 2006-2015 to date (as at 2 June 2015) Deal type
Number of deals
Aggregate deal value (mil USD)
Acquisition
19,981
719,405
40,190 1,251 61 306
418,490 206,311 2,812 2,569
Deal half yearly value Number (Announced date) of deals
Aggregate deal value (mil USD)
H1 2015
4,905
3,061
H2 2014
6,356
3,996
Minority stake Institutional buy-out Demerger Management buy-out
H1 2014
5,696
3,674
Merger
137
29
H2 2013
5,521
3,492
Management buy-in
20
9
H1 2013
4,728
2,985
MBI / MBO
14
2
H2 2012
4,302
2,642
H1 2012
3,948
2,513
H2 2011
3,572
2,188
H1 2011
3,162
1,947
H2 2010
2,569
1,539
H1 2010
2,462
1,438
H2 2009
2,185
1,341
H1 2009
1,798
1,134
H2 2008
1,571
1,033
H1 2008
1,722
1,136
H2 2007
1,808
1,270
H1 2007
1,857
1,178
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Aggregate Value (mil USD) of Technology Deals by Region: 2006 - 2015 YTD (as at 2 June 2015) World region (target) North America
2010
2011
2012
2013
2014
2015
75,666
65,478
67,985
137,731
158,176
47,939
Far East and Central Asia Western Europe South and Central America Middle East
13,799 15,419 4,628 653
23,423 35,276 3,696 971
16,275 27,571 8,320 1,585
26,844 34,886 5,949 2,429
45,520 33,507 7,596 2,192
26,299 18,434 3,085 2,726
Oceania Eastern Europe Africa
1,195 988 929
4,250 1,013 216
4,127 1,235 209
4,125 2,473 340
6,768 3,002 758
2,260 208 200
Sector Spotlight
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Insight “Beyond the CDD” We hear from Lushani Kodituwakku, Managing Partner at Neovian Partners UK, about how Commercial Due Diligence is evolving. We are also introduced to her company, the leading Strategy, Commercial Due Diligence (CDD) and HR/leadership Consulting firm in France, who are expanding in to the UK.
Company: Neovian Partners Name: Lushani Kodituwakku Managing Partner – Head of UK Mob: +44 7917 553411 Email: lushani@neovianpartners.com Web: www.neovianpartners.com Address: Longcroft House, 2-8 Victoria Avenue, London EC2M 4NS, United Kingdom (+44 203 206 1163) 15, rue de la Banque, 75002 Paris, France (+33 1 47 03 64 30) 61, rue de la République, 69002 Lyon, France
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CDD needs to deliver something more…
It’s about building trust with the vendor…
The Commercial Due Diligence (CDD) is evolving; we are increasingly seeing private equity firms valuing our contributions when we go beyond a standard CDD. They want to introduce strategic reflection, not only to test the hypotheses, but as a means of strategizing and thinking beyond the deal. Furthermore, this is considered as a means of instilling confidence in the Vendor, to provide them with the comfort that the investors are not just conducting due diligence but also using the CDD to think of the added value that they can bring to the table by thinking of the company’s strategic vision and shaping its growth strategy post deal.
This strategic vision and testing is not only useful for the investment firm to access the potential of the target and to gain a thorough understanding of their market but it is crucial for the seduction and negotiation phases. Gaining an understanding of what the target can achieve and the resources that might be necessary provide the PE firm with an initial differentiation point from their competitors, demonstrating the advice and expertise they can bring to the table. A thorough mapping of the next steps necessary, both strategically and structurally, for the target is crucial to maintain a competitive advantage in the current climate. About Neovian Partners...
Encompassing strategy effectively… In order to assess the growth levers, PE firms are increasingly looking to integrate a multi-approach assessment. It is imperative that they consider the strategic route the company will take post deal during the negotiation phase in order to best align the company. This can be facilitated by tailoring the CDD to include the real “key questions” for each individual company, going more in-depth than just the traditional market dynamics and competitive landscape. We are increasingly observing firms considering the future potential products, portfolio synergies, and international expansion that might benefit their target. The later is progressively prevalent as a company’s ecosystem is rarely confined to a simple national level but is increasingly driven by European and Global dynamics. This is not just in the context of testing and validating the business plan, but more in terms of identifying new growth levers, CDD recommendations and identifying the strategy post deal which may have gone unnoticed.
Neovian Partners, the leading Strategy, Commercial Due Diligence (CDD) and HR/leadership Consulting firm in France focused on the mid-market has recently strengthened its presence in the UK by welcoming Lushani Kodituwakku as their Managing Partner, Head of UK. She has been a director at PMSI Consulting since early 2014 and was previously at KPMG and Grant Thornton, where she created and led its strategy and commercial due diligence practice in London. Neovian Partners works both nationally and internationally using their international partner network across 17 countries and is able to combine both the management and commercial due diligence seamlessly. They also provide a unique “rating the deal” and pride themselves on not only addressing the “key questions” but accompany the investment firm beyond the CDD. Neovian Partners’ consultants are able to work on all sectors with a particular focus on Software, IT, Telecoms, Internet, Industrial and consumer products and on poorly documented niche mid markets.
Deal of the Month We showcase the most talked about M&A activity from around the world in our monthly deal showcase.
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BTCS Company: Bitcoin Shop Inc. Name: Charles Allen Email: c.allen@btcs.com Web Address: www.btcs.com
Bitcoin Shop, Inc. (“BTCS”) has invested $1.5 million in the Bitcoin mining hardware manufacturer, Spondoolies-Tech. We spoke to Charles Allen, CEO and Chairman at BTCS, responsible for the general direction and strategy of the company, to find out more about the deal and how they are working together to grow revenue and deliver value to customers.
Telephone: (248) 764-1084
Bitcoin Shop Inc., one of few publically traded companies, (ticker, otcqb: BTCS) is a blockchain technology focused fintech company that provides transaction verification services for digital currency. BTCS recently signed a Letter of Intent (“LOI”) to merge with Spondoolies-Tech Ltd (“Spondoolies”), a transaction verification server manufacturer. BTCS is embarking on a mission to build a fully integrated transaction verification services business using Spondoolies’ state-of-the-art servers. Under the finalised terms, Bitcoin Shop has bought a 6.6% equity stake in the transaction verification server manufacturer. BTCS’ investment in Spondoolies comes after the initial announcement of the intention for BTCS and Spondoolies to merge, and is serving as the first integral step of the planned merger. The combination of the companies will procreate the world’s first publicly traded company involved in the production of Bitcoin transaction verification equipment and providing Bitcoin mining solutions. Spondoolies’ integration with Bitcoin Shop will focus largely on developing a seamless Bitcoin mining platform, using hardware developed by Spondoolies which is widely respected as an industry leader. BTCS has also taken the sensible steps when carrying out a deal, making sure that they have received certain exclusivity rights and pricing for current and future Spondoolies’ products as well as a $1m breakup fee, in case the planned merger between BTCS and Spondoolies is not consumated. The investment in Spondoolies was based on a pre-money valuation of approximately $21.2m. Based in Kiryat Gat, Israel, SpondooliesTech is the premier developer of Bitcoin transaction verification servers. Launched in August 2013, Spondoolies is Israeli venture backed and has shipped thousands of servers to customers around the world in the past year and recently anounced record revenue of $28 million. The deal is put in place to produce immense revenue growth while delivering value to customers, shareholders, and employees within both companies. After closing of the deal, both parties will equally share the dilution resulting from BTCS’ $2.3 million financing.
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We now hear from Charles Allen, CEO and Chairman at BTCS to gain more details and insight into the deal and the two companies. BTCS is one of the first publically traded companies that is focused on bitcoin and blockchain technologies, we have honed our focus to build a fully integrated transaction verification business. We are more diversified then some of our competitors in the industry and have exposure to, and interest in other blockchain technologies beyond bitcoin. The blockchain technology company provides transaction verification services for the digital currencies. Consumers can also spend their virtual currencies, including Bitcoin, Litecoin, and Dogecoin, on a vast collection of more than 250,000 items. The company is in the process of creating a universal digital currency platform to enable users to engage in the respective ecosystem through one point of access. The terms of the planned merger between BTCS and Spondoolies are a merger of equals. Upon closing, the parties will equally share the dilution resulting from BTCS’ April 22, 2015 $2.3m financing. I will serve as the merged entity’s CEO and Chairman and Guy Corem, Spondoolies CEO and cofounder, will serve as a board member and executive officer. Additionally, Yuval Rozen will serve as BTCS’ CFO. The merger is subject to a number of conditions, including satisfactory completion of diligence and execution of definitive agreements. There can be no assurance that the conditions to closing will be satisfied or merger will be completed. The industry is very similar to the internet from back in 1995, for example, there is no doubt that it is here to stay, however who will be the leaders in the space is yet to be determined. We believe that Bitcoin will disrupt the financial world in the same way the internet changed commerce. More importantly though, Blockchain technologies have the ability to fundamentally change the world. The challenge as a business is doing this in a manner that builds a high growth and profitable business which maximises shareholder value. Hence our focus on our transaction verification business which we believe will be our core profit centre as we explore other blockchain technologies. Google is a great example of a company that has leveraged search and its advertising revenue as its core profit centre while it explores other complimentary technologies such as maps, glass etc. We hope to replicate this
same model by focusing on the main cash cow in the industry. Over the past 12 months we have had many achievements. However, our most significant achievements to date are securing an 83,000 square foot facility in NC to house our transaction verification services operations, our $2.3m financing, our $1.5m investment in Spondoolies, and our pending merger with them. If we are successfully able to consummate the merger our company would effectively be trading at a 2.4x price to revenue on a pro-forma combined basis (based on 2014 revenue) and may have tremendous upside potential. Our plans for the next 12 months are to grow our transaction verification services business and fill our 83,000 square foot facility and potentialy other facilities with the next generation servers manufactured by Spondoolies to drive revenue growth. We see this as our number one goal which will hopefully lead to our long term focus which is to explore and implement new blockchain technologies. The planned combination of the two companies represents a new force in the evolving blockchain industry. This is a powerful merger as the technologies of the two companies are clearly very complementary and are anticipated to produce immense revenue growth while delivering value to customers, shareholders, and employees.
About Spondoolies-Tech
About BTCS
Spondoolies-Tech is an Israeli-based transaction verification server manufacturer, founded in 2013 by a group of Israeli high-tech veterans. Spondoolies raised ten million dollars in capital from leading Israeli venture capital firms and assembled a team of leaders in the Israeli Semiconductor industry, with the goal of building the infrastructure on which digital currencies will flourish. Building bitcoin transaction verifying servers from the bottom up, Spondoolies is producing machines that are designed for efficiency and performance. During 2014, Spondoolies successfully launched five different products and achieved record revenue of $28 million.
The company was founded by two engineers at NASA in the summer of 2013 and was initially an ecommerce platform allowing consumers to purchase products from Amazon and other retailers using bitcoin as the form of payment. In early 2014 they changed their focus towards building a universal digital currency platform, with the goal of enabling users to engage in the digital currency ecosystem through one point of access. They have further expanded their focus to include transaction verification services as they believe it is the cash cow in this nascent industry.
Charles Allen, CEO and Chairman at BTCS
Mr. Allen’s reasoning behind choosing Spondoolies, over other companies is that, “After looking through many merger candidates over the past 12 months, this particular collaboration made sense over others. First of all, there is no overlap of the two teams, this therefore means that our team and the team at Spondoolies can work well together as everyone is needed in their individual roles. No position therefore is jeopardised and nobody has to fear that they could be laid off because each member has an individual and important role to play. Along with this, it was noticeable from the beginning that both teams would work well together in collaboration. Both of our companies have their people at the heart of the business. They are both built and run by people. I believe that having the right human capital is paramount to success. Our companies already knew each other before this deal took off as we were one of Spondoolies customers. In January 2014 we purchased additional equipment from Spondoolies and continued partnership discussions which eventually lead to the LOI, our investment and the pending merger. Spondoolies do not sell to the public as they only design and make for other companies. This is another reason that we decided to go forward into a deal with them as we can now reply on them to manufacture as we at BTCS do not make or distribute anything. They were also one of the few companies left that were not already mining themselves and the technology that they have available is some of the best on the market. We hope that by working together, we can capture the margin of customers that will best promote ourselves and gain profit.
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www.acquisition-intl.com
H.I.G. Capital Name: Olivier Boyadjian Company: H.I.G. Capital Email: oboyadjian@higcapital.com Web: www.higeurope.com Telephone: +33 1 53 57 50 70
H.I.G. Europe acquires the airport ground handling services company Aviapartner. Olivier Boyadjian, Managing Director of H.I.G. Europe in France, gives acquisition international a detailed look at the company and the Aviapartner acquisition. The Aviapartner acquisition H.I.G. Capital has completed the acquisition of an equity interest in Aviapartner in December 2014, thereby becoming its majority shareholder alongside the Group’s Chairman and management. Aviapartner is a leading European provider of airport ground handling services with 60 years of experience. Aviapartner provides ground handling services for passengers and aircraft across five European countries (France, Germany, Belgium, Italy and the Netherlands). The Group, which generated sales of over €350 million in 2014, employs over 6,000 people and serves more than 50 million passengers, 400 airlines companies and 300,000 flights per year. Olivier Boyadjian, H.I.G. Europe MD in charge of France and Benelux, is convinced by Aviapartner’s strong potential : “Aviapartner is the third independent actor for ground handling services at the European level. Aviapartner has a recognized expertise in the demanding ground handling industry as well as a unique ability to offer a “one stop shop” model to its clients thanks to an extended geographical coverage. H.I.G. Capital’s experience will be a key advantage to help Aviapartner in its expansion strategy.” Aviapartner’s future With the support of H.I.G. Capital, Aviapartner will be able to accelerate its development, notably through acquisitions by expanding its operations in other European countries but also in the fast-growing African market. H.I.G. Capital has substantial operating, strategic and financial experience, enabling it to contribute meaningfully to companies actively looking for build-up opportunities or facing strategic changes. H.I.G. and the Company’s management have already identified build up opportunities to extend the group’s network beyond
the 31 European airports where Aviapartner currently carry out its services. Aviapartner, helped by H.I.G. already finalized the acquisition of MAP Handling (“MAP”), thus reaching €400 million of sales just two week after the H.I.G. acquisition. Laurent Levaux, Chairman of Aviapartner, is delighted by the arrival of a new major shareholder such as H.I.G. Capital: “H.I.G. will help the company to keep going with our growth strategy and to consolidate our leadership in the ground handling services market. We have already earmarked several external growth opportunities which will enable Aviapartner to extend its network beyond the airports currently served by the Group.” Indeed, last week, Aviapartner announced that it has been granted licenses to operate handling services at seven Spanish airports by AENA, Spain’s airports operator. Those airports represent a market of 42 million passengers per year. They complement the Group’s well-established network now growing to 38 airports in six countries. H.I.G. Capital H.I.G. is a leading global private equity and alternative assets investment firm with more than $17 billion of equity capital under management (*). Based in Miami, and with offices in Atlanta, Boston, Chicago, Dallas, New York and San Francisco in the U.S., as well as international affiliate offices in London, Hamburg, Madrid, Milan, Paris and Rio de Janeiro, H.I.G. specializes in providing both debt and equity capital to small and mid-sized companies, utilizing a flexible and operationally focused/ valueadded approach: •
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H.I.G.’s equity funds invest in management buyouts, recapitalizations and corporate carveouts of both profitable as well as underperforming manufacturing and service businesses. H.I.G.’s debt funds invest in senior, unitranche and junior debt financing to companies across the size spectrum, both on a primary (direct origination) basis, as well as on the secondary markets. H.I.G. is also a leading CLO manager, through its WhiteHorse family of vehicles, and manages a publicly traded BDC, WhiteHorse Finance. Other H.I.G. funds invest in various real assets, including real estate and shipping. Since its founding in 1993, H.I.G. has invested in and managed more than 200 companies worldwide. The firm’s current portfolio includes more than 80 companies with combined sales in excess of $30 billion.
(*) Based on total capital commitments to funds managed by H.I.G. Capital and its affiliates.
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2015's Most Innovative Business Leaders We’ve gathered a list of managers, CEOs and business leaders from different regions, researched each firm individually and looked into the services they provide as well as their achievements over the past year. The results of our search, which you will find on the following pages, are a celebration of those whose skills and industry knowledge mark them out as the pace-setters in global business: our Most Innovative Business Leaders 2015.
Duff & Phelps Duff & Phelps, the global valuation and corporate finance advisor, has, over the last year, built a mid-market UK M&A team operating out of its UK head office in the Shard. We hear from them about how to manage stakeholder interests in M&A. Having built an enviable record for cross-border advisory expertise from its home market of the US, establishing a full team was a natural progression for the firm and a key consideration was employing a team that would be aware of the nuances and complexities that mid-market deals often entail. The corporate finance boutique is now made up of 16 professionals, including four managing directors, covering four core sectors: Industrials, Energy, Business Services and Consumer, Leisure & Retail. In addition, each of the four managing directors has at least 15 years of experience, creating a well-rounded, comprehensive team able to cover all client requirements. The team has particularly proven itself as an expert M&A advisor on highly complex, cross-border deals, developing innovative exit solutions for its clients. This dedication to providing a personalised approach to the deal is demonstrated through the ten deals they have closed in the last 12 months. Duff & Phelps’s approach is sensitive to shareholder interest, as was demonstrated in the sale of Fresh Direct, a private family business, which did not want to “sell-out” to trade. The team worked tirelessly with the owners to review their options, find the right long-term partner and then coordinate, negotiate and structure both the sale of their business to a new company as well as the simultaneous acquisition of the ‘Fresh’ businesses from Brakes. Commenting on the deal, Paul Teuten, Managing Director and lead on this deal, said, “As a family business the owners were concerned that the company they had built up was sold to the right buyer. We spent a lot of time focussing on the right partner for the Company including accessing the largest US foodservice groups. . The deal was further complicated by the final optimum structure being by way of a joint venture with the acquirer’s fresh businesses requiring reverse due diligence and negotiations.” Equally the sale of Danube Foods Group, which is the largest transaction in the Balkans region for 2015 so far, required the team to be very targeted in its approach to potential buyers, while working with and understanding the dynamics of completing a mid-market deal in the region. The team demonstrated tenacity and rigour in closing the deal which had been long running prior to the involvement of Duff & Phelps. Understanding industry nuances is an important element that the team has developed. It is particularly successful in the mid-market travel space and has completed three deals in the year, with two more in the pipeline. It is the leading UK M&A
advisor by value to April 2015, having advised on deals worth a total of €360m (source: Mergermarket, April 2015). The travel sector is currently very attractive to investors and one of the key challenge for acting on the buy side in this space is the highly competitive nature of deals. Henry Wells, Managing Director and travel specialist, said, “The travel space is very competitive now. When acting on either the buy or the sell -side, we are conscious that we want to achieve our client’s objectives and close the deal. This is not always all about the enterprise value and we are able to differentiate our client’s offering by using our sector expertise and contacts.”.” Aerospace and Defence is another sector the team has closed a number of deals in in the last 12 months. Commenting on the complexity of the industry, Dafydd Evans, Managing Director said, “This sector is incredibly specialised and the technological developments that differentiate companies and which investors are interested in are not always obvious. Getting under the skin and understanding the drivers of value in an acquisition are incredibly important to ensure the optimal outcome is achieved.” Along with Dafydd’s notable track-record in this industry, he holds an M.A. in Materials Science from St. Anne’s College, Oxford University, which gives him the basis to engage knowledgably on the subject with the key players. Working on the buy and sell-side across industries gives the team a much better perspective on the needs and requirements of vendors and acquirers. Joel Hope-Bell, Managing Director and Head of UK M&A, said, “Being active on both the buy and sell-side allows us to offer more tailored advice to clients as we have a much better gauge of current key deal considerations. We have closed deals valued at over £1bn in the last 12 months and that is down to the detailed industry expertise that each one of us can bring to the table, as well as our ability to work to specific client requirements. We have worked incredibly hard to make sure our first year together has been a successful one and I am extremely proud of the achievements of the team. That said, our ambitions for the practice extend far beyond this year, and this is just the start of a journey.”
Joel Hope-Bell, Managing Director
Dafydd Evans, Managing Director
Henry Wells, Managing Director
Paul Teuten, Managing Director
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2015 Leading Advisers In our Leading Adviser feature, we catch up with some of the most active and innovative advisory firms working internationally across all major sectors, to find out exactly how they ensure that they – and their clients – deliver outstanding results while remaining at the cutting edge of their respective industries.
Copperstone Capital Copperstone Capital is an investment management firm founded in 2010 in Moscow, Russia by David Amaryan.
The firm was founded by David Amaryan and Vardan Amaryan and for several years the company has been managing private and pooled foreign accounts of its clients and in 2012 has successfully launched its flagship Copperstone Alpha Fund. Since its launch, the Fund has had a solid performance track record and established an impeccable reputation of highest integrity, trustworthiness and transparency. As a recognition of this Copperstone Alpha Fund received “The Best Russian Hedge Fund Award (since inception)” in 2015.
Despite the extremely turbulent conditions last year Russian financial market is constantly evolving and we hope that in the nearest future it will start to occupy an increasingly prominent place in the portfolios of most global and international investors.
David Amaryan, Managing Partner & Chief Investment Officer is responsible for the investments management process of the Fund and day to day operations of the Investment Manager. He has over 15 years of investment experience.
Additionally, Russian capital markets still face a number of artificial obstacles – largely the consequence of government interventions.
Copperstone Capital manages wealth for high net worth individuals and institutions and provides advisory services. Copperstone brings together a unique combination of international asset management expertise, highly professional team with proven investment capabilities and extensive knowledge of Russian business environment.
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However, in order to successfully operate in the Russian market, its peculiar features and weaknesses should always be taken into consideration, while making most of the business and investment decisions.
Other well-known factors include:
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Excessive policy volatility and instability of the legal regime Swollen bureaucracy and inefficient legal framework Barriers to foreign entry In many fields counter-productive tax laws, including excessive taxation of foreign residents Weak tax incentives for individuals to save for retirement
We assist our clients in following areas: • • •
Investment management Personal Net-Worth Management Advisory Services
Here is how David Amaryan comments on Copperstone Capital achievements: In our investment activities we generally seek a broader mandate with little restriction to a particular region or asset class. And though our main focus is equity investments in Russia and the CIS, it allows us to be much more flexible, looking for value in various markets around the world. This advantage becomes critical during prolonged periods of distressed economic conditions, similar to what we’ve managed to observe last year in our country. In this particular case, it allowed us not only to timely switch our investment focus to Global markets and avoid major losses, but also to considerably outperform our Russian peers. This helps the Fund to become one of the best performing funds in Russia in 2014. The fund’s performance is a result of thorough analysis with careful and consistent risk controls. We strive to provide the best possible risk-adjusted return by exploiting our proprietary asset valuation models in line with a pro-active portfolio management approach. As we are not part of any large financial group, we are much better suited to make precise and objective investment decisions.
We have big plans for the nearest future. As we are constantly seeing more and more international investors ready to share our investment philosophy and excited to get better acquainted with our business approach, we are currently actively working on opening our offices in London and New York. That will also be a major step to becoming a truly global hedge fund. We are planning to launch a fixed income fund and a distressed Russian debt fund specially tailored for investors with low –to-moderate risk appetites.
Company: Copperstone Capital Name: David Amaryan Email: info@copperstonecapital.com Web Address: www.copperstonecapital.com Address: Russia, Moscow, 115035, Sadovnicheskaya St., h.16, bld. Telephone: +7 (495) 988 00 10
Hedge funds have been formally authorised for qualified investors in Russia since 2008. However, Russian legislation has very slow developments in this field and therefore most of the Russian hedge funds tend to operate as a more active alternative to mutual funds. That is the main reason why the financial performance of majority of Russian hedge funds tends to strongly correlate with the market developments. The ability to de-correlate the fund performance from the broad market recessions, while continuing to find investment opportunities in most of the economic sectors and always stay 100% transparent for all partners and investors we consider as our biggest challenge and, at the end, an advantage from the very first day of the company.
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M&A Focus In our M&A section, we focus on the industry keeping the wheels of business turning around the world.
Company: KCS
Cyber Criminals Target M&A Negotiations We hear from Stuart Poole-Robb, Chief Executive of the security, business intelligence and cyber security adviser, the KCS Group Europe.
Industry predictions that a growth in the number of merger and acquisitions (M&A) deals would attract the unwanted attention of international organised criminal gangs (OCGs) are proving correct. Last year, Ernst & Young (now known as EY) predicted that, as M&A activity increases, there will be more scope for cyber criminals to use increasingly sophisticated malware of the kind that is available on the Dark Web to influence the negotiation strategies and pricing of major transactions, either working directly for a party on either side of the transaction or simply as observers taking positions based on the outcomes. Large law firms are now being targeted by OCGs, particularly during M&A discussions, where the legal firm and the negotiating parties typically open their systems to each other whilst transmitting vast amounts of confidential data to one another over the Internet. Former low-level hackers have also become increasingly ambitious in the last 12 months as the internet’s mirror economy, the Dark Web, has become an increasingly sophisticated marketplace for stolen data. “We’re all used to criminals stealing identities and credit card information to sell on the black market. But in recent years, as more and more of this information has flooded the market, the price earned per record has dropped to the level where it’s not worth stealing any more,” says Jamie Graves, chief executive of cyber security software developer ZoneFox, a partner of KCS Group Europe. He adds: “As a result, criminals are targeting organisations with other, higher value, information. This can be seen in the recent spate of healthcare breaches, and it will also be a trend in the legal sector, where security is traditionally relaxed, but a great deal of very sensitive information can be stolen for the purpose of blackmail, fraud, and other activities.” OCGs are also realising that sensitive information at a corporate level has a very real market value to many large corporates, who do not always to enquire too closely into how such market-sensitive data was originally obtained.
According to Graves: “Certain unscrupulous corporates have also realised that legal practices are honeypots for extremely sensitive information that can be used to inform them of commercial matters that, should they be disclosed, would have a significant effect on legal proceedings, a merger or acquisition, or other commercially sensitive activities.”
Many law firms, however, still live in a state of blissful ignorance as to the growing level of risk they and their clients face from cyber criminals. While the malware used by OCGs has become increasingly sophisticated over the past 12 months, the legal profession overall has not generally managed to keep pace.
This kind of cyber breach is far harder to detect and prosecute than, for example, a cyber-breach that is followed directly by a fraudulent funds transfer. By appearing to conduct legitimate industry research for a major organisation involved in potential M&A negotiations, the OCG can seem to be involved in a legitimate business activity; this is a process known as ‘data laundering’. Should the OCG decide to profit from the illegally obtained information by insider market trading on its own account, the crime is hard to detect and even harder to prosecute, particularly in the case of criminals based in a country which may be on a different continent from the city where the cyber breach occurred.
The OCGs themselves now deploy malware variants that are routinely sold on the Dark Web, where all kinds of illegal services and goods are available - at a price. According to Russia-based research organisation Kaspersky Labs, cyber criminals are now developing over 300,000 new and unique variants of malware every day. In Russia alone, the market in this type of illicit malware is reported be worth around US$2 billion a year. OCGs are also taking increasing advantage of the fact that the Russian authorities are unwilling to prosecute anyone inside Russia for cyber breaches that occur elsewhere.
Law firms are now seen as particularly vulnerable to this type of attack as large organisations in other sectors, such as finance, start to shore up their cyber defences. “Legal firms need to wise up to the fact that threatactors are going after valuable low-hanging fruit, and, since the banks have been investing a great deal in security, their practices are likely to be next,” says Jamie Graves. Some legal firms are already not only improving their own IT security but are also realising that a crucial part of their role is helping clients deal with the growing security risk now associated with situations such as M&A negotiations. According to Andrew Cheung, General Counsel UKMEA at global law firm Dentons: “The global risks that our clients need to tackle are increasing in complexity, variety, impact and number. To meet these increasingly complex risks, clients should be able to demand more than simply good legal advice from their lawyers. Dentons recognises that we also need to consider the success of our clients’ projects, goals and transactions as a whole.”
According to Interpol: “Traditional OCGs, including those with a mafia-style structure, are beginning to use the service-based nature of the cybercrime market to carry out more sophisticated crimes, buying access to the technical skills they require.” In some cases, even trained state cyber experts in some countries are being encouraged to moonlight, knowing full well they won’t be caught or prosecuted. Too many legal firms still rely on old-fashioned anti-virus and password protection. This is essentially 20th Century security that stands little or no chance of stopping a determined and co-ordinated cyber attack using modern malware, which often sits undetected on an IT system for months or even years. Law firms and their corporate clients therefore need to deploy cyber security software capable not only of recognising incoming threats, but also detecting whether an IT system has already been compromised and whether confidential and market- sensitive data is already being put up for sale on the Dark Web.
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Non-Harmonious Ends to Congruous Beginnings As parties enter into mergers, acquisitions, joint ventures or any sort of corporate deal, there is often an overriding sense of harmony that this is a win-win scenario. However, perceived wisdom is that the success of any M&A activity can in fact be a double edged sword, and the sense of joyous congruous is often short-lived. These non-harmonious feelings can drift or surge into legal action that very often ends up in a bitter, long-running and often expensive court battle. We hear from Phil Beckett, partner at Proven Legal Technologies to help us to understand further.
Is there anything that can be done to try and avoid this? From a forensic technology perspective there are two main exercises that can be performed to tackle these problems, one looks at it from a preventative angle and the other seeks to preserve the position at the time of the deal for all parties involved. Due-diligence from a different lens During these sorts of corporate deals, a large amount of effort is focused on due-diligence – trying to provide the parties seeking to acquire, invest or merge with an independent, verified view of the entities in question. Due-diligence, at a minimum, will include a level of accounting activity seeking to confirm valuations, income streams and expense commitments amongst other things. Sometimes it takes on a reputational or compliance angle, especially with legislation such as The Bribery Act potentially having extreme effects. However, the due-diligence of accounting data can be- viewed through a different lens – looking to identify any unusual patterns or transactions from a potentially fraudulent perspective. Before performing this sort of analysis, it is important to ensure that all data is captured and then normalised to ensure that transactions are consistently and completely analysed. The analysis can take on simple forms such as checking for payments of round-sums, looking for payments to entities in high risk countries or can be linked to politically exposed people or identifying payments to entities before or around key contractual dates or authorisation limits. Although, it can also take more advanced and complex forms, such as Benford’s Law. This looks for unusual frequencies of transactions with the same leading digits and also statistical clusters and outliers that seek to identify transactions that are statistically deviated from the norm. Analysing communications In addition to this more enhanced review of accounting data, there are other sources of data that can be revealing, specifically email data. Although, getting agreement to access this data in a due-diligence guise, before a transaction has been completed can be challenging, the benefits can be profound.
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Being able to search and analyse the email communications between key senior executives within an organisation can often be very revealing. Relevant keywords can be searched for along with other more generic warning signs. Sentiment analysis can also be progressed to determine the attitude of the sender of emails, with respect to some topic or the overall context of an email. By reviewing the results of these searches and analyses, a deeper insight can be gained into the information being provided and thus can be used enhance further avenues of discussion or enquiry. Preserving the position The second exercise seeks to preserve the digital state of key systems and computers at the time of the transaction. This enables, if necessary, all parties to maintain or have access to a copy of the data from these systems months or years later in a state where they have not been contaminated by subsequent management actions or decisions. This relatively inexpensive exercise is designed to simply preserve key systems by quarantining back-ups of key network-based systems, for example the accounts system, key individual’s e-mail server data and key departmental shares. In addition, the exercise takes forensic images of key local devices used by key individuals, such as their computer and smartphone.
Relevant documentation reveals wrong-doing Relevant documentation can also exist related to potential wrong-doing. This can, but may not be, a “live” file on the system, therefore it is equally important to search for deleted material. This can be achieved through two processes. Firstly, by seeking to recover and carve deleted files so that historic documentation can be searched and viewed. Secondly, by analysing any Windows artefacts in order to identify files that may have been present on the computer, or other devices. This relies upon Windows recording information about documents that the user is generally unaware of. For example, the creation of LNK files when files are opened, irrespective of their location; and MRU (Most Recently Used) lists in the Registry that record the last files that were opened in a certain application (for example Word or Excel). With corporate activity continuing to show signs of recovery and given the recent economic events since the “credit crunch”, stakeholders are going to be even more focused on the success of their activity. Considering the historic track record, the above can not only help detect potential issues before the transaction completes, but also helps preserve an un-tainted position if the worst does happen.
This approach allows for analysis to be performed in the future on a historical dataset. The analysis can be aimed at the accounting data to re-analyse the data from a quantification perspective based on reality rather than assumption, or looking to quantify the effect of specific business practices that subsequently turn out to be suspicious or under scrutiny. However, the approach can also be used to search local devices for evidence of potential wrong-doing that has subsequently come to light or is alleged. This can include analysing how a machine was used to communicate, for example, searching for remnants of messages read, as well as the details of messages in the in-box from web-based email systems. Analysing chat messages can also be very revealing – including those of corporate chat systems. This analysis can span the use of Skype, Facebook, iChat and Yahoo Messenger.
Phil Beckett, Partner at Proven Legal Technologies
News: from around the world
Phil Beckett, Partner at Proven Legal Technologies
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Q2 Review
Company: Nevyan Intel
Economic Threats Having worked in Financial Intelligence for over 20 years, Nevyan have been involved in a number of ‘High Level’ investigations, where the use of Offshore Vehicles has become common place to hide assets and moreover purchase Land and Property in key markets. None more so than London.
The London Property Market has now become a ‘hotbed’ of activity, whereby International Investors, such as those from Russia, China and The Middle East, outweigh UK buyers of prime Land and Property. Often at a high level, these are secured by ‘Investment Funds’ located offshore. This neither benefits the UK Treasury in terms of taxation or indeed the UK Economy in terms of investment. Quite the opposite in fact. If a prime investment is owned by an offshore trust, such as say, Chelsea Bridge Wharf, Eaton Square or Grosvenor Terrace, then the rentals can be extremely high, with monies often going overseas. These have an adverse effect on the property rental market, which is now making first time rentals out of the reach of many people. Furthermore, key assets formerly held by the UK Government such as Chelsea Barracks, are now sold off to offshore investor’s in this instance the Qatari Investment Fund, rather than being developed and remaining a fundamental asset to the treasury. So what does this mean in terms of potential economic threats to our country. Well if we take Russia as a prime example, it is well documented that significant investment has been made over the recent years by Russian Oligarchs and some areas of London, such as Mayfair, Chelsea, Kensington and Knightsbridge have numerous properties owned by Russian’s. This investment extends to Businesses and Sport with both Arsenal and Chelsea Football Clubs owned by Russian Investors, Alisher Usmanov and Roman Abramovich respectively. But the investment goes deeper.
In 2012 it was reported by Cityam.com that the total value of the UK Stock Market was worth 1, 756.3 billion sterling of which 53.2% was owned by Foreign Investment. Both the value of the Stock Market and the percentage of Foreign Investment has risen since and is expected to rise again this year. Does this leave us in a volatile situation. Well in the event of another war in Europe, let’s say the escalation of the Crimea crisis moves into Europe at some level, then the threats to the UK Economy are potentially catastrophic. Foreign Investment into this country could be withdrawn, leaving the UK Stock Market in absolute crisis. This would give an economic advantage to the likes of Russia and China and of course the Middle East, crippling the UK financially. Wars are often fought on many different levels and on various battlefields. I think we are already at war, an economic one, being driven by a hidden enemy, under the same terms as that of the cold war. Perhaps it’s the same enemy with a different face. Whichever, I think we have to be diligent. Our country needs to redress the balance, produce, develop, invent, manufacture and create, like times of old and claim back our independence, self-sufficiency and confidence. We are a Great country but economically we have made some bad decisions, and as one of the world’s great pioneers, Henry Ford, suggested, ‘failure is the opportunity to begin again more intelligently’.
Nevyan Intel are proud to have won our Business Excellence, Best for Intelligence and Asset Identification - UK award Acquisition International - June 2015 35
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60 Seconds With...
We catch up with some successful companies currently flourishing within their respective sector.
MAPFRE ASISTENCIA is a global insurance, reinsurance and services company founded in Madrid (Spain) in 1989 and operating worldwide. They are present directly in 44 countries, and have more than 1,572 corporate clients, with 198 million people who benefit from their services.
What does MAPFRE ASISTENCIA do? MAPFRE ASISTENCIA is a leading company specializing in assistance, service provision and insurance for specialty risks Who are your clients? We offer comprehensive solutions to our clients in four main sectors, insurance, including specific solutions for brokers, finance, automobile and travel and tourism, as well as products for individuals
What makes your company unique? MAPFRE ASISTENCIA is the insurance company with the largest assistance network in the world. We consist of 31,500 international points of service with more than 2,000 multilingual operators. What’s your biggest challenge facing you at present? With our experience and human and technical resources, we must continue to develop our innovative products and services. In short, innovation has become vital in providing insurance products, and prevention and assistance services that add value to our insurers and clients What is the main aim for your business? We have been working more than 25 years offering global solutions to increase our partners’ profitability. We aim to offer innovative products and services to achieve a better quality of life for both them and their clients.
What business/business person do you most admire and why? Health care business is something different to other types of businesses since it is closer to people’s lives. Those businesses that research and investigate on new treatments and medicines are at the forefront of human development. We consider ourselves as part of the value chain that helps people to get safe under sometimes the most difficult situations. Name: Alberto Curiel Company: MAPFRE ASISTENCIA Email: marketing.asistencia@mapfre.com Web Address: www.mapfreasistencia.com Address: Carretera de Pozuelo, 52, Edif 1-ANEXO; 28222 Majadahona MADRID España Telephone: +34 91 581 44 77
What’s your company’s biggest challenge? A dedication to serving people worldwide is the philosophy on which MAPFRE ASISTENCIA’s operational approach is based. We intend to keep on going leaders in assistance to people around the globe meeting and surpassing people’s expectations. This is our daily challenge.
Founded in 2009, and venture backed by global leaders in banking, payments, FinTech, and enterprise software, Traxpay and its cloud-based B2B Dynamic Payments platform provides secure bank-grade and regulatory compliant financial process automation and B2B payments services to corporates, digital marketplaces, and B2B commerce networks.
The marriage of transaction banking, big data, and B2B trade is a categorical imperative to the success of modern B2B commerce. Sadly these three pillars operate separately today, and each is optimized in a silo. The opportunity is to connect these three areas together and with full transparency across all domains in a way that is not much different from what Uber has done to fuel its success in the consumer market. Uber established a transaction platform, a place for buyers and suppliers to connect and added all the contextual data to support the transaction in a simple to use fashion. They also completed the hat trick by tying payments directly into the end-to-end transaction. Replicating this in B2B is the opportunity.
Dynamic payments catapult B2B trade into the internet age. Globalization means that more and more companies are trading internationally, and as such, the already complex relationships between buyers and suppliers are poised to become infinitely more complex. Corporate treasury, strategic sourcing and accounts payable professionals are beginning to see the potential for greatly optimizing work flows and business interactions, for lowering costs, and for ultimately transforming electronic payments and transaction data into a strategic asset.
Traxpay’s mission is to transform the way that companies pay and get paid, and to supercharge supply chains via faster, smarter, more transparent financial transactions on a global basis. Our Traxpay B2B Dynamic Payments platform was created to fulfil the need for faster, safer, smarter B2B payments, a market worth $300 trillion annually. The modular, SAP certified, cloud-based platform enables Dynamic Payments that are able to adapt in real-time to the complex and constantly changing parameters which define B2B trade. Enterprise transactions are multi-
faceted by nature, and due to changing conditions and business relationships, a payment may need to be split, combined, rerouted, cancelled, partially refunded, factored, put into escrow, executed on condition, paid on delivery, discounted, or in some other way dynamically altered during the course of the transaction. Unlike legacy payment methods which are static, Traxpay’s Dynamic Payments embeds the payment process directly into B2B commerce network operator platforms (P2P, O2C, ERP, etc.) and connects all associated transaction data and remittance information to the payment. Dynamic Payments utilize this rich data in combination with an event driven workflow engine that constantly monitors for any changes to the who, what, when, where, why, or how of the payment, and executes and settles the payment accordingly - instantly, anytime, and 24/7/365.
Company: Traxpay Address: 800 West El Camino Real, Suite 180 Mountain View, CA 94040 Telephone: +1-650-903-2284 Web: http://traxpay.com/ Acquisition International - June 2015 37
www.acquisition-intl.com
Alimohammad & Zafar, PLLC are a full-service law firm dedicated to serving their clients with the utmost respect and professionalism. They offer a wide range of practice areas because they believe that one legal issue frequently touches multiple areas of practice.
What does Alimohammad & Zafar, PLLC do? We are a law firm that helps companies and individuals with business, real estate, estate planning, and immigration issues.
What makes you unique? Our law firm differs from others as we respond to all calls within 1 business day, with the end goal of helping our clients not just our bottom line.
Our immigration law practice can help you with any family-based immigration issue (green card, for example), employment immigration, visas, and I-9 audits.
What’s your biggest challenge facing you at present? There are only 24 hours in a day.
We also have a business law practice that can assist you with everything from forming a business to handling a business dispute to dissolving a business. Our tax law practice can help you with an audit and any other legal issue you or your business may encounter with the IRS. Family law issues can come up by themselves or during immigration matters. Our family law practice includes divorce, property division, child custody disputes, child support issues, and more.We have an estate planning practice, which includes the preparation of wills, trusts, probate litigation, guardianships, living wills, powers of attorney, and gift planning. Who are your clients? Companies and Individuals looking for assistance with business, real estate, estate planning, and immigration assistance.
Smart Control Solutions specialises in bespoke industrial control, automation and software solutions.
Smart Control Solutions specialises in bespoke industrial control, automation and software solutions. We develop and build electrical systems for a range of industries within civilian and military sectors, encompassing marine, water treatment, distribution, civil engineering, fire safety, medical, automotive, aviation, oil & gas industries on both a national and international level. For a flavour of our work in more detail please continue reading, alternatively if you like what you’ve read so far please find our contact details at the bottom of this document. Smart Control Solutions specialise in working closely with our clients to service their requirements whatever the size of the project. From a large prototype system, to repeat orders or anything in 38 Acquisition International - June 2015
between, we can develop and build from a structured brief or work closely with your team at the design stage to create a complete custom-built package. Our service team can also provide software alterations to back engineering to fine tune your current automated lines. We have over 40 years experience in the industrial control & automation systems industry and work hard to maintain our place in emerging technologies with regular investment in training and equipment. Bringing you the customer the best our industry can provide. Smart Controls have designed and implemented water and waste water plant control treatment systems using control and telemetry systems designed to fully integrate into existing systems without modification. We also use the latest information technology techniques for the reporting of water quality and usage. We have recently formed a dedicated renewable energy team who are currently involved in Electrical Power Generation from Hydro Electrical and Methane Extraction sources. This involves remote gas sites which require the control and monitoring of gas
What’s the aim for your business? The main aim for us is to help our clients as best we can. What’s your company’s biggest challenge? The perception that a bigger firm means better. What business/business person do you most admire and why? Steve Jobs because of his ability to think outside the box.
Name: Rehan Alimohammad Company: Alimohammad & Zafar, PLLC Email: rehan@aandzlegal.com Web Address: www.aandzlegal.com Address: 77 Sugar Creek Center Blvd. #401, Sugar Land, Texas 77478 Telephone: 281-340-2074
and electrical power generation equipment, and the control of hydro systems also used for power generation. In each case we offer various method of monitoring of the gas/water/power for asset and revenue accounting purposes, involving using differential pressure and flow meters and SCADA aquisistion systems for centralised communications. Our team can design, can supply install and commission your controls for you hydraulic or pneumatic system from the initial design stage or at any time during your manufacturing schedule, applications have included sub sea, drilling wellheads and numerous production systems. We support a comprehensive range of premier products including PLCs, dedicated monitoring equipment and general control gear. So, if you require an addition to an existing system or an entire new build we will produce for your company a reliable and cost effective solution.
Company: Smart Control Solutions Tel: 01480 211234 Email: sales@smart-control.co.uk Website: www.smart-control.co.uk
Coller IP believe that good IP management requires a deep appreciation of both IP law and commercial business management issues. They are both strategic and practical. They also work closely with their clients to understand the business issues they face both now and in the longer term.
What does Collier IP do? Coller IP provides specialist services in IP for a wide range of clients engaged in IP investment, management and monetisation and for an equally wide range of drivers including: growth, cost management, offshoring, return on investment analysis, balance sheet considerations, asset transfer, dispute resolution, licensing, flotation, liquidation, business expansion, restructuring and for other, strategic purposes.
Company: Collier IP Telephone: +44 870 402 1611 or +44 1491 820 611 Fax: +44 870 402 1659 or +44 1491 820 659 E-mail: jmaguire@collerip.com Address:33 Cavendish Square, London, W1G 0TT, United Kingdom
Who are your clients? Our clients span the spectrum of spin-outs and startups to multinationals and across all sectors. What makes Collier IP unique? Our team draws on real-world Technical, Legal and Commercial (TLC) skills and experience. For the past 10 years, we have been passionate about delivering high quality IP assets through our TLC for IP® services. Understanding how to develop high quality IP also places Coller IP in a leading position for carrying out IP due diligence. This is important for all situations and especially so in relation to investment decisions. We assess the strength of the IP, taking all factors into consideration, including provenance, technical credibility, the robustness and coverage of any documents that relate to registered IP, including legal drafting, market attractiveness In the context of company growth this includes the ability of the IP to underpin the business strategy. Our due diligence extends to all intangible assets involved in a deal. It is not only about patents designs and trademarks. For many organisations, reputation, know-how and creative materials contribute significantly to their value.
What’s your biggest challenge facing you at present? It is only recently that organisations have tried seriously to put a value on intangible assets. Putting a monetary value on intellectual property can be contentious, but is possible and frequently essential. Just like other assets, IP can be valued - and bought, sold or leased. Anyone involved in selling or acquiring a company or portfolio should establish what intangible assets the target company or portfolio owns, whether they are live and valid, their significance and commercial value, and whether they are fully protected in all key jurisdictions. Encouraging IP to be understood in the Boardroom has been our aim from the outset and is one of our biggest challenges. What is Collier IP’s biggest challenge? Even if the assets have been included on a balance sheet, IP is often not valued accurately, and the information provided may not be sufficiently detailed to be useful. Good IP due diligence and valuation needs to rely upon sound evidence, information and expertise, which is where Coller IP excels. “The financial approaches used in the valuation process are similar to those used to value many tangible assets. Examples include the cost approach, the market approach, the income approach or a combination of these. The essential skill in providing an IP valuation for due diligence purposes lies in understanding the risks associated with the commercial impact of the IP, which means a clear understanding and judgement of all technical, legal and commercial aspects. What business/business person do you most admire and why? Richard Branson’s ability to embrace innovation with an entrepreneurial flair is something to be admired.
Acquisition International - June 2015 39
www.acquisition-intl.com
Intro...
Name: Samantha Cooper Company: Cooper Associates Ltd Email: samantha.cooper@ cooperassociatesltd.com Web Address: www. cooperassociatesltd.com Address: 40 St James Buildings, St James Street, Taunton, Somerset, TA1 1JR Telephone: 01823 273880
What does Cooper Associates do? Cooper Associates Ltd provides independent mortgage advice. Who are your clients? We’re fortunate in that our services are applicable to most. We look after a range of clients from those looking to purchase their first home up to landlords with extensive property portfolios. Our business clients come from a wide range of backgrounds and we deal with SMEs to LLPs. We sponsor the England cricketer Jos Buttler who is also a client and look after various other sports professionals. Our company ethos is “we treat every client as our only client” and this applies irrespective of who we are dealing with. What makes you unique? Our service proposition and this is an area in which we are award winning. It’s all too easy for firms to say they deliver an excellent level of service. Actually delivering this is a different matter. Every client coming through the firm has two designated points of contacts, their advisor and their administrator. All of our administrators either hold or are studying for their own financial qualifications ensuring when a client calls in the office, their query is usually answered at first contact. We have a two hour turnaround time for all messages left with the firm and our administrative to advisory ratio is 1:1.8. In most financial firms, administrators can be looking after up to 12 advisors at a time. What’s your biggest challenge facing you at present? Probably regulation which has changed significantly over the last few years. Regulation is essential for protecting clients but care needs to be taken to avoid creating unnecessary barriers within the mortgage market. What’s the aim for your business? To increase our market share throughout the South West by continuing to acquire both clients and staff organically whilst maintaining our service proposition. What’s your company’s biggest challenge? Ensuring our service proposition remains central to the firm’s core values and having the controls in place to ensure this. This was much easier to implement when the firm was in its earlier years. Now with three offices and over 40 staff the firm’s management team have a real focus on ensuring this is delivered. Innovation is always a challenge, ensuring we are one step ahead of our competitors instead of following in their footsteps.
Samantha Cooper
40 Acquisition International - June 2015
What business/business person do you most admire and why? There are too many firms and individuals to choose from. I admire any business that puts clients first and considers its staff a key asset. More importantly, I admire firms that encourage their people to develop and provides them with the time and resources to do so.
Ones to Watch In our Ones to Watch section, we shine a light on the companies to keep an eye on this month.
www.acquisition-intl.com
Address: 2, rue Peternelchen, Immeuble C2, L-2370 Howald, Luxembourg Telephone: +352 26025-1 Fax: +352 26025-999 Email:mail@bsp.lu Web Address: www.bsp.lu
Bonn Steichen & Partners Bonn Steichen & Partners (“BSP”) is a truly fullservice law firm based in Luxembourg. As one of the Luxembourg’s foremost multidisciplinary law firms specialised in international business transactions, we frequently rank as a top firm in each of the areas in which we practice. With a partner-led service as a hallmark, our attorneys and tax experts have developed specific expertise in corporate, tax, real estate, dispute resolution, capital markets, banking & finance, investment funds and labour law. Our crucial ability to adapt to new laws and regulations enables us to provide our clients a timely and integrated legal assistance, vital to the success of most transactions. Over time, we have successfully attracted and retained talented professionals allowing us to achieve legal excellence. Our client base includes domestic and foreign clients from all business sectors, including some of Luxembourg’s largest corporations and some of the world’s leading international groups. For instance, we have represented Arcelor Mittal, Pfizer, General Motors, Advent, Citigroup, Goldman Sachs, Thomson Reuters, BNP Paribas and Apax to name a few. On top of being multi-awarded in many practice areas, Bonn Steichen & Partners has been nominated for the Luxembourg category at the 2014
IFLR European Awards and at the Chambers Europe Awards 2014, the two most prestigious accolades in Europe in the legal sector. BSP is not a member of any legal alliance and prides itself on being totally independent and non-affiliated to any other local or international law firms. Consistently top tier rated by clients, peers and independent legal directories, our tax practice has successfully and consistently over time offered solutions tailored specifically to our clients’ needs. Thanks to an extremely extensive and accurate knowledge of tax law specific requirements, our dedicated team of tax lawyers and advisors develops and executes cross-border financing transactions, tax efficient structures as well as effective resolution of significant tax controversies. Clients turn to us because our advice is up-to-date, clear and practical, which is thanks to the specific and leading edge proficiency of our tax specialists in finance, private equity, transfer pricing and cross-border planning, regulated and unregulated investment funds, real estate taxation and dispute resolution. We are thus able to offer a complete tax service including: • •
• • • • •
42 Acquisition International - June 2015
Transactions including: disposals, acquisitions and joint ventures. Tax planning including: inward and outward investment, holding and financing structures and group reorganisations. Tax audits and litigation. Value added tax. The creation of all forms of collective investment vehicles. Transfer pricing. Structured financial products including: securitisation and tax enhanced debt financing.
Estudio Colmenares & Asociados Protection of patents and trademarks under peruvian legislation. Patents
Address: Bolognesi 125, Floor 9, Miraflores Lima 18, Perú - (See map) Telephone: +(51 1) 446-5793 | 446-6457 | 444-4326 Fax: +(51 1) 445-0347 | 444-4102 E-Mail Address: email@colmenares.com.pe
In Peru patents are granted for inventions of either products or processes in all fields of the technology, provided that they are novel, have inventive step and are susceptible of industrial application (Article 14 of Decision 486); with certain exceptions such as those inventions threatening against health, public order, life of people, animals, plants or environment, and those referred to living beings present in nature, plants, animals, therapeutic methods and second uses. It is necessary to point out that living matters can be patented, if there is a transformation or intervention of human inventive activity, so much so, that the Peruvian Administrative Authority grants selection patents, for antibodies and other subject matters in the biotechnology field. In Peru, the owner of a granted patent enjoys all exploitation rights upon its patent and on “ius prohibendi” (preventing others to use), and there is a regime of facultative and compulsory licenses. Trademarks In order to grant exclusive rights of industrial property upon a trademark, it is necessary to fulfill the requirements of distinctiveness and graphic representation (Article 134 of Decision 486), and it should not be included within the absolute impediments of law (Article 135 of Decision 486). While it cannot be a descriptive, generic or common term, or an isolated color, or lacking distinctiveness, it may however achieve acquiring distinctiveness through the constant use in the market, and once this is achieved, with the appropriate proofs, the registration can be obtained. With regard to trademark registrability impediments, related to rights of third parties (Article 136 of
Decision 486), there is a protection to the previously registered or applied for trademark of the risk of confusion or association and against thirds who seek to appropriate others’ trademarks in bad faith, that is to say, by making use of an application of registration in order to achieve a formal right upon a competitor trademark, a fact that causes damages. The principle of good faith is defended, which is the one that should govern any kind local or foreign business transactions. A well known trademark has special protection in our legislation against risk of confusion and against risk of dilution, without the need of a registration in Peru, and with exception to the specialty principle of classes because, its protection is extended to goods and/or services regardless the class they belong to. Our legislation enables the owner of a registered trademark and the owner of a well known trademark to prevent thirds carrying out infringement acts with regard to the use of their trademarks in the market without their consent (Article 155 of Decision 486). Cancellation of the registration of a trademark due to the lack of use can be done three years after registering the trademark and, who obtains a favorable and steady resolution, obtains a preferential right to register the cancelled trademark, the same as it was registered. The Peruvian Administrative Authority promotes the registration of collective trademarks, and is more flexible with distinctiveness of collective trademarks (Article 180 of Decision 486). In this distinctiveness, the business origin is not referred to only one firm, but it is applicable to a collectivity of different firms having something in common: “origin or any other common characteristic of the goods or services”. An item to be emphasized is that administration and control of the collective trademark are in charge of a specific entity that should watch for its correct use.
Acquisition International - June 2015 43
www.acquisition-intl.com
Private Equity The second half of last year was a big one in terms of private equity investment worldwide, according to Zephyr, the M&A database published by Bureau van Dijk. The USD 240,618 million invested over the six months represented the largest half yearly investment since the second half of 2007, when deals worth USD 285,432 million were signed off.
So far 2015 looks to be progressing well as USD 212,315 million has been invested by private equity companies between January and June. If investment continues on this trajectory we could see a sixth consecutive improvement in terms of half yearly values at the end of the month. The same is true for volume as thus far 2,208 deals have been signed off. It is possible that companies will want to get deals signed off by the end of the month and as such increases could be recorded on both fronts. As things stand the USD 212,315 million invested in H1 to date falls short of both H1 and H2 2014, but is higher than any other time between H2 2008 and H2 2013.
Number and Aggregate Value (Mil USD) of Financial Services Deals Globally by Type: 2006-2015 to date (as at 30 April 2015) Deal half yearly value (Announced date)
Number of deals
Aggregate deal value (mil USD)
H1 2015
2,208
212,315
H2 2014
2,542
240,618
H1 2014
2,425
218,016
North America is leading the rankings in terms of both volume and value in 2015 to date as the region has been targeted in 813 transactions worth USD 116,905 million. This placed it some way ahead of second-placed Western Europe by value. The region was some way behind with USD 60.432 million, followed by the Far East and Central Asia and Oceania, with USD 12,246 million and USD 11,114 million, respectively. In terms of volume Western Europe and the Far East and Central Asia again placed second and third with 790 and 411 deals, respectively. Fourth place was taken by Eastern Europe, which notched up 58 transactions.
H2 2013
2,286
205,850
H1 2013
2,005
172,892
H2 2012
2,114
168,006
H1 2012
2,185
129,976
H2 2011
2,089
133,965
H1 2011
2,338
152,679
H2 2010
2,292
170,765
To conclude, 2015 looks to have started impressively in terms of private equity investment. Those watching the markets will be hoping the rest of June can bring a few more investments and result in a sixth consecutive value increase.
H1 2010
2,132
90,124
H2 2009
1,819
91,611
H1 2009
1,720
62,553
44 Acquisition International - June 2015
The Deal Diary
Welcome to the Deal Diary, our monthly round up of the recent M&A activity across the globe. As always, we feature a range of transactions across a number of different sectors. With each diary entry, we’ll be taking a comprehensive look at the inner workings of the deal in question and will be venturing behind the scenes to take a look at the dedicated professionals involved in ensuring its success. Have you done a deal lately? If so, then we want to hear from you. Head over to www.acquisition-intl.com and submit the details.
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Deals
Next Glass Partners With Total Wine & More To Offer Personalized Deals For The Raleigh Area Next Glass, the app that uses science to accurately predict how much users will like a wine or beer, has announced a partnership with Total Wine & More, America’s largest independent retailer of fine wine, beer and spirits. This partnership pairs Total Wine & More’s expansive assortment with Next Glass’ proprietary selection tools and personalized discounts. The initial rollout for the Raleigh market includes all five Raleigh Total Wine & More locations: Crossroads Shopping Center, Brier Creek Shopping Center, Triangle Plaza, Patterson Place and North Hills. “Our focus is always about the overall experience for our customers at Total Wine & More,” said John Jordan, SVP of Customer Experience at Total Wine & More. “This partnership brings together our deep understanding of wine and beer with a technology that provides insight into our hand-picked selection. The Next Glass app gives our customers confidence, along with some savings. That’s a great experience for everyone.” The Next Glass app uses the phone’s location and notification system to optimize the Total Wine & More shopping experience. The Next Glass algorithms then match Total Wine & More’s impressive selection with each user’s unique Taste Profiles™ to offer great deals on bottles they’ll love. “Next Glass is about helping people find great wine and beer,” said Kurt Taylor, CEO of Next Glass. “By partnering with Total Wine & More, we’re joining forces with a team that shares our passion for this—and we couldn’t be more excited. With our app, and their incredible stores, customers can now explore, try new things and find great deals on bottles they’re sure to enjoy.”
Medical Mutual to Assume Policies from Healthcare Providers Insurance Exchange Medical Mutual Insurance Company of North Carolina (“Medical Mutual”), a leading provider of medical professional liability for physicians in the Southeast, and Healthcare Providers Insurance Exchange (“HPIX”), a top ten insurer of physician commercial medical professional liability in the Mid-Atlantic area, today announced that they have signed a definitive agreement under which Medical Mutual will acquire the rights, title, interests in, and the policies of Healthcare Providers Insurance Exchange. Terms of the transaction were not disclosed. “Joining Medical Mutual advances HPIX as the leading brand for Medical Professional Liability Insurance in the Mid-Atlantic and preserves the physician owned, customer centricity of HPIX’s insurance platform,” said Tom Gaudiosi, Vice Chairman and Chief Executive Officer of HPIX. “With so much insurance M&A focused on cost, this transaction is unique because it is precipitated by a strategy to build worth and unlock value for our current and future members. Through an intense and diligent search, we found Medical Mutual to be the most symbiotic and synergistic partner. There is an obvious fit between HPIX and Medical Mutual that will be apparent to our policyholders as we deliver tangible benefits that will ensure their long-term success.” “The addition of HPIX policyholders to Medical Mutual will provide benefits to both sides,” said Dale Jenkins, Chief Executive Officer of Medical Mutual. “The partnership expands Medical Mutual’s geographic footprint into the Mid-Atlantic States and continues the HPIX legacy of providing outstanding service, products, and resources to policyholders. Medical Mutual and HPIX share a culture and philosophy focused on serving physician members.” Upon completion of the transaction, Medical Mutual will offer employment to a majority of current HPIX employees who are integral to the future growth and success of the organization. “We are delighted to welcome a very experienced and talented team of HPIX professionals, in addition to their clients, agents, and brokers, to Medical Mutual,” said Jenkins. “As we continue to witness the expansion and growth of regional physician practices throughout the country, we are excited to work with their agents and brokers to build upon the HPIX franchise and expand the reach of Medical Mutual into the Mid-Atlantic.” The closing of the acquisition is subject to approval by the Pennsylvania Insurance Department and North Carolina Department of Insurance, as well as other customary closing conditions. Pending those approvals, the acquisition is expected to close later this year.
46 Acquisition International - June 2015
Deals
Nomad Holdings Limited Completes Acquisition of Iglo Foods Holdings Limited Nomad Holdings Limited (LSE: NHL) announced today that it has completed its acquisition of Iglo Foods Holdings Limited (“Iglo Group”), Europe’s leading frozen food company, for approximately €2.6 billion. With the closing of this transaction, Nomad has been renamed Nomad Foods Limited (“Nomad” or “the Company”). The transaction was funded through a combination of Nomad’s cash on hand, equity and proceeds from a private placement of approximately $795 million at US$10.50 per ordinary share to a limited group of institutional investors, assumption of Iglo Group’s existing indebtedness and the early exercise of most of Nomad’s outstanding warrants. In addition, the Permira funds and senior management re-invested €133.5 million of their proceeds into Nomad and now own approximately 9% of Nomad Foods Limited. In connection with the close of the acquisition and as previously announced, Stéfan Descheemaeker has been appointed as Chief Executive Officer of Nomad and Iglo Group, effective immediately. Mr. Descheemaeker brings a strong background in food retailing, consumer goods, and corporate strategy to the position. He has also been appointed to the Company’s Board of Directors. In addition, Paul Kenyon, Iglo Group’s Chief Financial Officer, has been appointed Chief Financial Officer of Nomad and appointed to the Company’s Board of Directors. The sale of Iglo Group to Nomad has enabled Iglo Group to substantially improve its debt profile through the repayment of €490 million in existing term loans resulting in a net debt to EBITDA ratio of less than 3.8X. Additionally, Iglo Group has repriced its term loans and reduced overall interest rates through an amendment to its Senior Facility Agreement. These actions have contributed to a recent ratings upgrade by Moody’s to “B1” from “B2”. In addition, Standard & Poor’s has revised its outlook from “stable” to “positive” while reaffirming its “B+” rating. With the closing of this transaction, Nomad has changed the composition of its Board of Directors. Noam Gottesman and Martin E. Franklin, Nomad’s co-founders, will serve as non-executive chairmen. Lord Myners of Truro CBE and Alun Cathcart will continue to serve as non-executive directors. Additionally, Stéfan Descheemaeker, Nomad’s new CEO, and Paul Kenyon, CFO of Iglo Group, Elio Leoni Sceti, Iglo Group’s outgoing CEO, John Coyle, partner at Permira Advisers LLC, Brian Welch, partner at Pershing Square Capital Management, and James E. Lillie, CEO of Jarden Corporation, have been appointed to the Board as non-executive directors. Non-founder director Guy Yamen has resigned his position from the Board.
Osmium Partners Supports an Evaluation of Rosetta Stone’s Strategic Alternatives Osmium Partners is the second largest shareholder of Rosetta Stone Inc. owning approximately 9.7% of the shares outstanding. We are not surprised by the current stock price of the Company given the recent changes in strategy, management and new Board leadership. However, we believe the Company is significantly undervalued given the business model shift, value of the underlying assets, and recent comparable transactions. Osmium believes Rosetta Stone’s shares could transact to a strategic buyer at a price of $16 per share or better. Therefore, Osmium encourages an evaluation of strategic alternatives. Since the 2009 IPO of the Company, we believe the sell-side and investment community has viewed Rosetta Stone as a dying CD business while overlooking the growing SaaS based, institutional Enterprise and Education (“E&E”) business. Rosetta Stone’s E&E business has grown from $43 million in 2009 to $90 million in revenue on a trailing twelve-month basis, with 2015 guidance from the Company of $122-$130 million in bookings. As further discussed below, Osmium notes that there has been five recent comparable acquisitions by strategic buyers ranging from 2.1x - 5.9x Total Enterprise Value (TEV)/Revenue. What Makes the E&E Business So Valuable? Rosetta Stone’s E&E business has several characteristics attractive to strategic buyers: 100% Software-as-a-Service (web based subscription offering). 80%+ annual customer renewal rates. As of March 31, 2015, the E&E business has posted trailing twelve-month revenue of $90 million with 2015 bookings guidance of $122-130 million. In 2014, gross margins overall were approximately 80%, implying $72 million in gross profit dollars for the E&E business.
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Deals
Oculus acquires Surreal Vision Oculus VR has acquired British startup Surreal Vision, which works with “state-of-the-art 3D scene reconstruction algorithms” to recreate the real world inside VR. This technology should allow those immersed in VR to interact with their real surroundings; it also opens up the possibility of blending the real and the virtual. The London-based team will become part of Oculus’ research arm. The technology may put Oculus more in line with its competitors -- whether they be augmented reality solutions like Magic Leap or Microsoft’s HoloLens, or Valve’s Vive headset, which at a basic level communicates the limitations of your movement in the real world within its VR simulation. Facebook’s Mark Zuckerberg has been up-front about his expectations for the potential of Oculus since his company’s acquisition of the VR startup, suggesting that the tech has mainstream, real-world potential beyond games. This acquisition may be a piece of that puzzle. What does the company do? It’s summed up by a statement from Surreal Vision in the announcement on the Oculus blog, which we’ve excerpted here: “At Surreal Vision, we are overhauling state-of-the-art 3D scene reconstruction algorithms to provide a rich, up-to-date model of everything in the environment including people and their interactions with each other. We’re developing breakthrough techniques to capture, interpret, manage, analyse, and finally reproject in real-time a model of reality back to the user in a way that feels real, creating a new, mixed reality that brings together the virtual and real worlds.”
HP to acquire ConteXtream to accelerate NFV adoption Communications Service Providers (CSPs) face exploding network traffic on their infrastructure and declining margins. At the same time, they must compete with over-the-top (OTT) players who can be more agile, flexible and able to roll out revenue-generating services much faster. One of the ways CSPs can gain the agility required to compete is to move networking functions from monolithic, proprietary appliances to open, cloud-based architectures. Network functions virtualization (NFV), which represents one of the most significant developments in the communications industry, enables this transformation. We’re moving away from being tied to dedicated machines to having a resource pool with automated, self-service mechanisms. In the networking world, there are countless functions – firewall, caching, optimization, filtering etc. – and a bunch of inflexible hardware to do those things. NFV is about saying, “Why can’t we put these various functions in the cloud? Why does each function need to be on specialized and dedicated hardware?” HP’s objective is to help CSPs thrive in this disruptive environment by accelerating their journey to NFV. The HP OpenNFV Program is an open approach that allows HP and external partners, such as network equipment providers (NEPs) and independent software vendors (ISVs), to take advantage of the open and standards-based NFV reference architecture, HP OpenNFV Labs, and the HP OpenNFV partner ecosystem of applications and services. One of the key tenets of the OpenNFV architecture is that it’s based on open standards and leverages open source technology projects such as OpenDaylight (ODL). This approach gives other ecosystem players the ability to bring in new innovations. We do not believe that NFV is an environment where one vendor will do it all.
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Warrnambool Cheese and Butter acquires Lion-Dairy and Drinks cheese business Warrnambool Cheese and Butter Factory (WCB), the Australian subsidiary of dairy company Saputo, has acquired the everyday cheese (EDC) business of Lion-Dairy and Drinks for C$134.4m ($109.3m). The EDC Business operations of Victoria-based Lion include cutting and wrapping, distribution, sales and marketing, and intellectual property associated with the COON, Cracker Barrel, Mil Lel and Fred Walker brands. It has annual sales of around C$156m ($126.8m). The purchase price includes C$104.1m ($84.64m), which is the value of inventory net of a minimal amount of assumed liabilities. WCB financed the acquisition through new bank term loans. Lion-Dairy and Drinks produces and specialises in marketing and distributing milk, dairy beverages, cheese, yoghurt, juice and soy products. The company purchases around one billion litres of milk from more than 550 Australian dairy farmers, and crushes roughly 75,000 tonnes of fruit from orchards across the country. The cut and wrap operations under the transaction are located in a building owned by WCB near its cheese manufacturing facility at Allansford. WCB expects the acquisition to expand its presence in consumer branded everyday cheese products segment in Australia. Saputo intends to accelerate its growth in Australia through WCB. Headquartered in Montreal, Saputo is one of major dairy processors in the world with its products being exported to more than 40 countries.
Sony Acquires Optical Archive Inc (OAI) Sony Corporation has just acquired the OIA technology, for an undisclosed fee. Much of this acquisition is being credited to the company’s efforts to integrate the technology with its very own optical media offering to help present the world with an entirely new product. In case you have little knowledge regarding the Optical Archive Inc., it was discovered recently by Frank Frankovsky, the man in charge of reorganizing the data center hardware at Facebook. Having worked at the company for five years in the supply-chain and hardware department, Frankovsky stepped out of the company in March 2014, shortly before he put together the OAI. He claims that following Sony’s acquisition will lead to the company striving towards structuring a Blu-ray system like the one that Facebook once talked about; and well, if you are lost again, this system would use automated devices to save images from a range of optical discs. Further, he believes that hard drives had lived their useful lives, and that it surely is the time for moving on. Generally, a Blu-ray can store up to 50GB worth of data, while Frankovsky claims that the acquisition will result in the company putting together a disc that can store as much as 300GB. Senior VP and Deputy President at the Device Solutions Business Group at Sony, Terushi Shimizu said: “This acquisition marks the beginning of our commitment to this growing market,” said Terushi Shimizu, Senior Vice President and Deputy President, Device Solutions Business Group, Sony Corporation. “Optical disc libraries will provide many advantages to customers who are currently using tape or hard drive technology to store cold data, such as lower costs, extremely durable media life, and higher data throughput rates. We plan to leverage and expand our existing optical disc production lines in order to accommodate the growing demand for this media.”
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Post Berkshire investment, Durham’s Implus announces acquisition Fresh off its cash infusion from Berkshire Partners, Durham athletic and training gear manufacturer Implus Corporation has inked yet another partnership – this time acquiring sock maker Balega Socks. Balega, which develops its product line at a South African production facility, will merge its brand into Implus’ family of products, a line that already includes the likes of Sof Sole, Yaktrax, a para, Airplus, Sneaker Balls, Sof Comfort, Little Hotties and more. Balega’s management team will stay on board post-buy, including its founder, Bert Pictor, who will continue to serve as a senior vice president. “It is business as usual, only much better,” says Pictor via prepared statement. Implus has received a big boost in recent days, as Boston-based investment firm Berkshire Partners announced it would be acquiring a majority position in the firm. Since the announcement, Implus has been busy. In addition to this partnership, Implus’ legal counsel has kept busy, filing a slew of patent infringement cases over a massage roller technology.
Aberdeen To Acquire FLAG Capital Management, LLC To Boost Global Alternatives Capability And Establish A Strong Alternatives Footprint In The U.S. Aberdeen Asset Management PLC (Aberdeen) is pleased to announce it has entered into an agreement to acquire FLAG Capital Management, LLC (FLAG), a manager of private equity and real asset solutions with offices in Stamford CT, Boston, MA, and Hong Kong. This acquisition is in line with Aberdeen’s strategy to strengthen and grow its global alternatives platform and solutions provision via multi-manager coverage of hedge funds, property and private market allocations, infrastructure investments and pan-alternative capabilities. FLAG’s well-established private equity teams in the U.S. and Asia will help broaden Aberdeen’s private markets solutions activity within the alternatives arena. As of December 31, 2014 , FLAG managed assets of approximately $6.3 billion of invested and committed capital on behalf of its broad client base. FLAG is a diversified private markets solutions business focused on venture capital, small- to mid-cap private equity, and real assets in the U.S., as well as private equity in the Asia-Pacific region. The business will be fully integrated into Aberdeen’s current private markets capability. This will position Aberdeen as a leading global private equity investor with over 50 investment professionals and roughly $15 billion of assets under management. Aberdeen’s alternatives platform, overseen by Andrew McCaffery, Global Head of Alternatives, will have total assets under management of $21.3 billion following completion of the transaction.
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The Deal Diary
Antin Infrastructure Partners acquisition of remaining stake in the Central Area Transmission System BP PLC will sell its share of a North Sea natural gas pipeline to the line’s majority owner for £324 million ($492 million), the company announced on Thursday, in a move aimed at ensuring the infrastructure’s longevity. Antin Infrastructure Partners, which already owns about 63 percent of the Central Area Transmission System, or CATS, will pay BP £302 million at the deal’s completion and defer the remaining balance, according to an announcement of the sale. Antin will own 99 percent of the pipeline after the transaction, with ENI SpA and ConocoPhillips retaining a combined 1 percent stake. BP Regional President Trevor Garlick praised CATS’ importance to the company, but said that transferring its ownership of the pipeline will be better for the U.K. in the long run. “We believe securing this new owner will ensure a better long-term future for this key piece of North Sea infrastructure,” Garlick said in a statement. “Supporting staff and ensuring continued safe operations will be our priority as we go through this transition period.”
VDR provider
BP currently operates the system, which includes a 250-mile, 36-inch diameter pipeline and a gas terminal at Seal Sands, Teesside, with a capacity of 1.2 billion standard cubic feet of gas per day. It was completed in 1993 and currently transports 8 percent of the U.K.’s gas demand, BP said. The 60 BP workers who run the line will stay on, transferring to a contract operator that Antin plans to select in the second quarter of this year. Antin bought its current stake in CATS last year from oil and gas exploration giant BG Group PLC for £562 million. The pipeline transports gas for more than 20 third-party customers. The sale will not affect BP’s capacity rights to CATS, the company said. Its shedding of CATS does not mean the North Sea region is unimportant to BP, Garlick said. In fact, the company is currently involved in a joint project there worth £7 billion. “The North Sea is an important region for BP. Our strategy here is to focus our resources and investment to create an efficient, sustainable and competitive business which will contribute to U.K. energy security for many years to come,” Garlick said.
XPO acquisition of Bridge Terminal Transport Services Platinum Equity said it agreed to sell Bridge Terminal Transport Services Inc. to XPO Logistics Inc . for $100 million. Based in Charlotte, N.C., Bridge Terminal Transport is a drayage provider, which transports goods over a short distance, offering international and domestic transportation services at major port locations and inland rail sites throughout the U.S. It operates a network of 28 terminals, 27 container yards and about 1,300 independent owner-operators, Platinum said in a news release. The Beverly Hills, Calif., firm acquired Bridge Terminal Transport from conglomerate Maersk Inc. for an undisclosed amount in September 2013.
VDR provider
Publicly traded XPO, of Greenwich, Conn., is a third-party service provider of transportation logistics, primarily serving customers based in North America. It said in its first quarter earnings that the $100 million purchase price for Bridge Terminal Transport excludes any working capital adjustments and doesn’t assume its debt. XPO said it expects to close the deal in the second quarter. Bridge Terminal Transport reported revenue of $232 million for the 12 months ended March 31 and $12.4 million in earnings before interest, taxes, depreciation and amortization, XPO said. The sale price, it added, translated to 8.1 times the Bridge Terminal Transport’s Ebitda. Platinum Equity , which also has offices in Boston, New York and London, has more than $6 billion of assets under management and invests in manufacturing, distribution, equipment rental, metals services, media and entertainment, technology, and telecommunications industries.
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Industrie De Nora acquisition of Severn Trent’s stake in ‘Severn Trent De Nora’ joint venture Severn Trent Plc and Industrie De Nora SpA have reached a definitive agreement for the share sale to De Nora of its Water Purification business – part of Severn Trent’s Business Services organisation. Through its operations in the USA, Europe and Asia, the Water Purification business is a global player in the water treatment products industry focused on electrochlorination, disinfection and filtration. It has a strong technology platform and a portfolio of brands and products recognised around the world for their quality and reliability. In addition to being known for its high quality products, De Nora, a well-established privately held company headquartered in Milan with offices and manufacturing facilities worldwide, brings very strong engineering and product development capabilities that will enhance the combined offering with innovative and robust solutions for customers around the world. Since 2002, Severn Trent and De Nora have been partners in a successful Joint Venture, Severn Trent De Nora, which specialises in electrochemical processes for water and waste water treatment for the municipal, onshore and offshore energy and marine sectors. This entity, Severn Trent De Nora, is part of the transaction.
VDR provider
Severn Trent Plc took the decision to enter in the transaction after it recently reorganised and brought together its remaining non-regulated businesses into a new ‘Business Services’ division. The sale of the Water Purification business will allow the management team to focus on creating value from its core businesses in water and waste water services, which include Operating Services US, Operating Services UK, including non-household retail, and renewable energy. Merlin Piscitelli, Director, Merrill DataSite represented the sell side team with regards to the Provision of the online due diligence platform. Mr Piscitelli stated: “Merrill DataSite assisted the company to prepare a very large and complex virtual data room with more than 175 Users who took part in the review of documentation during the due diligence process. The VDR secured close to 75,000 pages of confidential data related to this acquisition project.” Merlin.Piscitelli@merrillcorp.com www.datasite.com
Housing.com acquisition of Realty Business Intelligence Real estate portal Housing.Com has acquired city-based start-up Realty Business Intelligence for an estimated USD 2-4 million deal (Rs 12-24 crore). According to industry sources, the acquisition will help the Softbank-backed firm strengthen its analytics capabilities to help consumers and investors make informed decisions about real estate purchases. “Realty BI helps clients manage risks pertaining to collateral security and helps them make informed choices about projects. With this acquisition, Housing can offer better value proposition to its customers,” sources added. Housing.Com did not respond to emailed queries or calls. Sources said Merisis Advisors were the advisors to the deal, but the company also declined to comment when reached. Founded in 2013, Realty BI tracks real estate trends and creates collateral risk management tools through the use of technology. Its clients include banks and HFCs/NBFCs. Housing.Com competitor Commonfloor was also in race for buying Realty BI. Previously, Housing.Com had acquired Indian Real Estate Forum and reports suggested that it was looking to buy real estate analytics firm, PropEquity. Housing.Com was started in 2012 by 12 fellow classmates at IIT Bombay and is seen as one of the most successful startups in the real estate space. Apart from the USD 90 million funding led by Softbank, Housing.Com has investors like Helion Venture Partners, Nexus Venture Partners and Qualcomm Ventures on board. Housing.Com competes with the likes of CommonFloor, 99Acres and MagicBricks. The company was recently in news for the spat between its co-founder and CEO Rahul Yadav and investors. Yadav had reportedly called fellow board members and investors intellectually incapable of any sensible discussion in a resignation letter. Later, he apologised and withdrew his resignation.
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Optimal Payments acquires Fans Optimal Payments Plc (LSE AIM: OPAY, “Optimal Payments” or the “Group”), a leading global online payment solutions provider, announces the acquisition of Montreal-based mobile platform developer FANS Entertainment Inc. (“FANS”) for a consideration of C$16 million (approx. US$13 million), payable by issuing shares in a subsidiary of Optimal Payments (the “Consideration Shares”) which are exchangeable on a one-for-one basis into shares of Optimal Payments over the next three years, a portion of which are subject to the satisfaction of certain financial performance criteria. The total number of Consideration Shares issued to the vendors was 3,163,633. The FANS Platform is a fully-integrated solution which helps venues and content providers engage their fans while monetising these services. It is a white-label, multi-level mobile wallet system including a management software and analytics suite, as well as operational and public apps. It can identify users based on mobile behaviour, providing invaluable consumption metrics. The company’s platform has been successfully implemented at the Bell Centre in Montreal, one of the highest-traffic venues in the world with more than 1.5 million spectators annually.
acquires
FANS provides the Group with a proven technology platform and an experienced management team that will remain in place, led by Benoit Fredette, founder and CEO of FANS. FANS has leading clients in the sports and entertainment sectors in Canada including the Montreal Canadiens, and other high-profile venues and events. The acquisition further strengthens Optimal Payments’ position in the mobile sector of the online payments industry and also provides an entry point into the events market. “We have been looking for an acquisition to enhance mobile expertise such as the FANS Platform that complements our existing services for some time, and to find the ideal technology and team here on our doorstep in Montreal is fantastic. Through FANS, Optimal Payments will be able to offer innovative value-added mobile payment services globally to customers and merchants in all of our vertical markets,” said Joel Leonoff, president and CEO, Optimal Payments. “We will be able to build on its mobile technology and accelerate Optimal Payments’ growth as an industry leading mobile payments provider.”
Southwest Bancorp acquisition of First Commercial Bancshares Southwest Bancorp (NASDAQ: OKSB) has entered into a definitive merger agreement to acquire all of the common stock of First Commercial Bancshares, Inc. (“First Commercial”) in a cash and stock transaction valued at approximately $41.7 million. First Commercial, headquartered in Edmond, Oklahoma, is the holding company for First Commercial Bank, which operates five banking centers in the Oklahoma City market, three banking centers in Denver, Colorado and one banking center in Colorado Springs, Colorado. As of March 31, 2015, First Commercial Bank had approximately $305 million in assets, $215 million in loans, and $254 million in deposits. Following the consummation of the merger between First Commercial and Southwest, First Commercial Bank will merge with and into Bank SNB, subject to obtaining regulatory approval. Steve Davis, Chairman of the Board of Directors of First Commercial, is expected to be appointed to the Board of Directors of Southwest upon consummation of the merger, anticipated in the fourth quarter 2015. The merger enhances Southwest’s presence in the Oklahoma City market, with the addition of five branches and over $200 million in deposits, resulting in a top-10 deposit market share ranking for Bank SNB in the Oklahoma City MSA on a pro forma basis. Additionally, the merger provides a strategic entry point into Colorado, with the opportunity to grow and expand the market.
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First Commercial Bancshares
“Much thought and effort has gone into forming this partnership, and we believe it is an excellent opportunity for our company,” said Mark W. Funke, President and Chief Executive Officer of Southwest. “It strengthens our footprint in Oklahoma City and Edmond. We are also excited about adding the state of Colorado to our banking franchise, an area where Southwest already has many banking relationships. This expansion will enable us to give more customers the resources to help them be successful, and will offer more convenience to our current customers. This transaction demonstrates our continuing commitment to increasing shareholder value by prudently and accretively deploying our strong capital base.” “We are very pleased to be joining our organization with Southwest,” said James F. Canton, President and CEO of First Commercial. “We are excited about the expanded products and services that this partnership will bring to our customers and the communities we serve.”
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Legend Oil and Gas acquisition of Maxxon Energy In Legend Oil and Gas Ltd.’s quarterly financial report, it announced its official acquisition of Black Diamond/Maxxon Energy—a last mile trucking company in western North Dakota. “This acquisition brings us deeper into the oil services platform, with a wholly owned subsidiary that performs last mile hauling of oil in North Dakota,” said Warren Binderman, Legend’s president and CFO. “We expect that the second quarter will paint a much different picture of the consolidated companies, including our consolidating balance sheet, statement of operations and cash flow.” Maxxon was founded in 2012 and transports for various companies in the Bakken including Statoil, Northern Tier Energy and Bridger Trading Group. Although Legend is acquiring the trucking company, the company said all Maxxon team members will remain as part of the larger, subsidized company. acquisition of Maxxon currently owns 13 trucks, with additional leases of seven trucks. According to Legend, by June 30, 2015, trucks in operations could total between 25 and 30 owned and/or operated. “Our acquisition of Maxxon Energy is transitioning nicely along all fronts; technology integration, management integration, financial back office integration and other corporate matters,” said Andrew Reckles, chairman and CEO. “Maxxon has performed well since we closed the acquisition, with, unaudited revenue since closing of approximately $1.3 million. We continue to grow the fleet of trucks and trailers there, and we, as a company look forward to reporting our first consolidated quarter of operations in August of this year.” Maxxon is currently located in the Bakken and when asked about expanding to other shale plays, Reckles said, “In a perfect world, it’s something we’d absolutely consider. Al Valentin’s (CEO and founder of Maxxon) customers—some of the largest players in the Bakken—love him and love the way he and his team manages business for them, and I don’t think anyone in the Midcon or Texas would feel different about how Maxxon performs.”
Avago Technologies acquisition of Broadcom Corp Avago Technologies Ltd is close to an agreement to acquire fellow chipmaker Broadcom Corp, people familiar with the matter said on Wednesday, in a deal that could boost Avago’s clientele of top-tier smartphone companies. A deal between Avago and Broadcom could come as early as this week, the people said, cautioning that the negotiations had not yet been finalized. The companies did not immediately respond to requests for comment. Shares of Broadcom soared almost 20 percent to $56.40 while Avago’s rose 9 percent to $143.29 on Wednesday afternoon after the Wall Street Journal first reported on the news. Avago and Broadcom now have market capitalizations of $36 billion and $34 billion respectively. Irvine, California-based Broadcom makes semiconductors for a variety of products, including set-top boxes, cell phones and network equipment. It is best known for its connectivity chips which integrate Wi-Fi and Bluetooth technology, which are used widely in top-tier smartphones made by Apple Inc and Samsung Electronics Co Ltd. After losing ground to Qualcomm Inc in modem technology in phones, Broadcom shut down that unit and cut a fifth of its workforce last year. Avago could now seek to capitalize on synergies with Broadcom’s storage business. Avago had been seeking to buy a large chipmaker, Reuters reported this month, and approached companies including Xilinx Inc, Japan’s Renesas Electronics Corp and Maxim Integrated Products Inc. Avago, which develops semiconductor devices for the wireless and industrial markets, has been looking at expanding in areas ranging from analog semiconductors to radio frequency technology. The company bid for Freescale Semiconductor Ltd earlier this year, before NXP Semiconductors NV bought it for $11.8 billion. Worldwide semiconductor M&A reached $31 billion last year, the most since 2011, according to Thomson Reuters data.
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Cardero Resource Corp reverse takeover of Artha Resources Corporation Cardero Resource Corp. (“Cardero” or the “Company”) (TSX: CDU, OTCBB: CDYCF, Frankfurt: CR5) announces that the shareholders of Artha Resources Corporation (“Artha”) (TSX.V: AHC) have approved the reverse takeover of Artha by Cardero. Cardero will sell to Artha all of Cardero’s interests in a wholly-owned Argentine subsidiary, Cardero Argentina, S.A. (“Cardero Argentina”) in exchange for common shares in the capital of Artha. Cardero Argentina’s principal assets include the 100% owned Organullo Gold deposit, located in Salta province, Argentina, the 100% owned former-producing Mina Angela Gold deposit, located in Chubut province, southern Argentina, and an extensive proprietary exploration data-set covering northwestern and west-central Argentina. Following final approval of the Acquisition from the TSX-V, Artha will acquire all of the issued and outstanding Cardero Argentina shares held by Cardero in consideration for the consideration shares; the trading halt will be lifted; the previously announced $950,000 concurrent financing will close; Artha’s management will change, and Artha will change its name to Centenera Mining Corporation (“Centenera”) with the trading symbol CTA.
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Artha Resources Corporation
On closing, Cardero will own 23,743,781 shares in Centenera or approximately 54.46% of issued and outstanding stock. Closing is expected to occur on or before June 15, 2015.
Calimmune Inc Series B funding Calimmune Inc., a clinical-stage gene therapy company, has successfully completed its $15 million Series B financing round, led by a large pharmaceutical company. Alexandria Venture Investments also joined with existing investors including RA Capital Healthcare Fund LP and Translational Accelerator LLC. Proceeds will be used to progress the company’s ongoing HIV/AIDS clinical trials, advanced technology research programs and general corporate operations. ‘Over the past several decades, HIV/AIDS has shifted from a deadly disease to one that can largely be managed with medication. The next logical step in the evolution of HIV/AIDS patient care is finding a cure by enhancing the body’s own defenses.’ Cal-1, the company’s lead therapeutic candidate, is a gene-based therapy engineered to control HIV infection and to protect individuals with HIV from progressing to AIDS. The therapy is currently being evaluated in Phase I/II studies. Cal-1 is designed to reduce production of CCR5, a protein on the surface of white blood cells that plays a critical role in enabling HIV to infect cells. It also has a second mechanism aimed at preventing viral fusion, the process by which the virus enters the cell. This dual approach was shown to be effective against broad strains of HIV in pre-clinical studies.
Calimmune Inc Series B funding
In clinical trials for Cal-1, volunteers with HIV are infused with their own blood stem cells as well as mature T cells that have been treated with Cal-1. By reducing CCR5 expression and preventing HIV viral fusion, Cal-1 may protect the treated cells against HIV and has the potential to provide a continuous means of controlling HIV after a single treatment. The initial study sites are Quest Clinical Research in San Francisco and The UCLA CARE Center. ‘Calimmune has assembled a world-class team and a comprehensive technology arsenal that harnesses the power of gene therapy to combat HIV and potentially a wide range of challenging diseases,’ said Peter Kolchinsky, Ph.D., managing partner at RA Capital. The primary objectives of the Phase I/II trial for Cal-1 are to assess safety, determine the ease of use and feasibility for individuals living with HIV, and evaluate what, if any, side effects may exist.
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FolioMetrix merger with American Independence Financial Services A Portland-based research platform specialist has merged with a New York partner. FolioMetrix is joining forces with American Independence Financial Services to create a new company, called RiskX Investments LLC. The combined company said it will offer “risk-intelligent investment” advice. Terms of the deal weren’t disclosed. FolioMetrix created a proprietary research platform that, according to the company, “mixes strategies from carefully selected portfolio managers with different tactical overlays for portfolio diversification in up and down markets.” As such, the firm provides client engagement, workflow management and portfolio design and construction programs for advisors and institutions.
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The company nabbed $5 million in investments last winter. The combined company will manage approximately $1.1 billion in funds and separately managed accounts. “Joining forces with American Independence provides us with the leadership and distribution expertise needed for advisors to access our extensive research, covering the full spectrum of active risk management within a diverse line of investment products,” said Jerry Murphey, FolioMetrix’s president and CEO, in a a release. Murphey will become president of RiskX while American Independence’s John Pileggi will become the firm’s CEO.
Strategic Partners acquisition of stake in Vision Capital Partners IV Blackstone’s dedicated private equity secondaries division Strategic Partners has purchased a stake in Vision Capital’s fourth fund, AltAssets can reveal. The firm purchased the stake from San Francisco-based Paul Capital for an undisclosed amount according to a filing with the Gazette. Paul Capital recently started selling off several fund stakes in recent months after failing to get close to its $2bn target on Fund X, according to Reuters. Paul hired secondaries intermediary Cogent Partners to sell off remaining assets in Fund VII, a 2001 vintage fund that raised $800m. The last remaining investment in Vision Capital Partners IV, is Elegant Hotels Group, which the fund acquired in 2004 according to its website. Elegant Hotels went public on Tuesday and was valued at about £88.8m. Strategic Partners purchased the stake via its sixth secondary fund. The vehicle closed in October 2013 on its hard cap of $4.4bn, sourcing commitments from almost 300 investors. SP VI is focused on generating attractive, risk-adjusted returns by acquiring portfolios of high-quality private equity interests and co-investments according to the firm.
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First Watch acquisition of The Egg & I chain First Watch is still hungry. The Bradenton-based breakfast/lunch/brunch chain has acquired The Egg & I chain of 114 units, which also specialize in breakfast. Terms were not disclosed. The Egg & I, founded in Colorado in 1987, is the latest in a buying spree by First Watch. In 2014, the chain, majority-owned by the private equity firm Freeman Spogli, acquired 20 restaurants in Arizona called The Good Egg, as well as two Bread and Company units in Nashville, Tennessee. The haul brings First Watch’s portfolio to 267 restaurants in 26 states, with a combined 18 more under development for this year.
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“The Egg & I is a wonderful concept with a loyal following that has experienced tremendous growth — particularly over the past several years,” said First Watch President and CEO Ken Pendery in a statement. “We saw this acquisition as an opportunity to expand our presence in markets where we don’t currently operate.” The Egg & I has eight units in Florida, its third largest market after Colorado and Texas. The Tampa Bay area has one — in Riverview.
Apple acquisition of Metaio GmbH In its first serious move into the augmented reality space, Apple, Inc. has acquired German startup Metaio GmbH. Founded in 2003 as a spin-off from car manufacturer Volkswagen AG, Metaio makes a number of SDKs and toolkits that assist in the creation of augmented reality apps and is said to have created a Holodeck-style game for iPad. The company has also worked with other companies on their augmented reality projects, including Epson and APX Labs to develop surgical training and remote field service support applications for Moverio BT0200 in health care. Neither Apple, nor Metaoi have confirmed the deal, however a transfer of shares from the company to Apple was discovered in a document found by TechCrunch. The acquisition may have occurred some time ago, with Metaoi having cancelled its developer conference, and removing social media accounts in early May. The company also posted earlier this week on its website that it was ending the purchase of products and subscriptions, and that email tech support would end June 30th.
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Although currently more focused on augmented reality, Metaoi would provide a solid foundation for Apple to expand into virtual reality (the two fields are closely related) and it’s not the first time Apple has shown interest in VR, having patented a head-mounted device that houses an iPhone as the display back in February. Unless you’ve been living in a cave, the second coming of virtual reality is a hot space right now, with much promised in the years ahead with Facebook’s Oculus Rift due to go on general sale at the beginning of 2016, and offerings afoot from HTC and others. Those who remember the great virtual reality craze of the 1990’s remember how it turned out, but maybe this time around the market, generations ahead in technology, may actually see virtual reality truly enter the mainstream, and Apple would be crazy not to be a part of that. Prior to acquisition Metaoi hadn’t raised any traditional funding rounds, but is said to have taken some money from Atlantic Bridge and Westcott. The price of the acquisition was not disclosed.
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Pure Gym acquisition of LA Fitness Pure Gym (“Pure Gym” or “The Company”) , the UK’s leading gym operator , has completed the acqu isition of L A Fitness and its 43 fitness clubs, in a combination that will extend the availability of affordable fitness centres to people a cross Britain , particularly in London and the South East. Humphrey Cobbold, Chief Executive Officer of Pure Gym, said: “This transaction represents a good deal for members of both Pure Gym and L A Fitness as well as other consumers that are hungry for more affordable fitness options . Overall demand for affordable , high quality, and no - contract fitness centres is continuing to grow , served by a range of providers in a highly competitive market - place . With the addition of the L A Fitness sites , Pure Gym will continue to innovate with new facilities, technologies and s ervices for our existing and prospective members.” Martin Long, Chief Executive of L A Fitness , said: “ Following a successful restructuring and CVA last year, our business is trading well , with strong customer loyalty and momentum . Th is is the result of exceptionally hard work by all of our team s , during a period of uncertainty and we are pleased to have secured a new - long term owner in Pure Gym. This transaction, will give users of L A Fitness access to high - quality fitness centres through a network of existing and new gyms. I am confident that our facilities and members will benefit from Pure Gym ’s invest ment and attractive proposition .”
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Subject to regulatory approval it is the company’s intention to convert most of the L A Fitness sites in to Pure Gym gyms in a managed transition. This will require significant investment in refurbishing L A Fitness’ s gyms and will provide its existing 123,000 members with access to a growing nationwide network of over 130 gyms. Pure Gym has been working constructively with the Competition and Markets Authority (CMA) and the transaction has been submitted to the CMA for review . During this period or until such time as the CMA gives Pure Gym permission to proceed with its plans, the business es will be operated separately. In a ddition to the acquisition of L A Fitness , Pure Gym plans to open further outlets under an organic expansion plan adding around 30 new sites this year. The company’s continued growth reflects the consumer appeal for Pure Gym’s pioneering model of affor dable , high quality, and no - contract fitness c entres . Financial terms of the transaction have not been disclosed.
Google acquisition of Pulse.io Google announced a lot during its I/O 2015 developer conference today, but as is often the case with such big events, a few tidbits slipped through the cracks. One of those tidbits was the fact that the company acquired app performance startup Pulse.io. A Google spokesperson confirmed the acquisition with VentureBeat. Pulse.io’s product, which shows developers how they can speed up their apps, will remain available to existing customers (with support included) for an undisclosed amount of time. That said, new features will not be added. According to the announcement on its website, the team will work on incorporating the startup’s technologies into the Google ecosystem. The company’s employees can “think of no better place” to do so “than at the home of Android.” “Pulse.io started with a vision for how to bring the world of performance monitoring into the mobile age,” the message reads. “Since then, our tools have helped developers ensure their tens of millions of users have a great mobile experience.” We first covered Pulse.io in June 2013, noting it was building technology to make mobile apps run faster. Founder and CEO Ofer Ronen described his creation at the time as “a stethoscope monitoring your app.” He added that when an app loads or updates slowly, it frustrates the user and leads to an overall poor experience. Pulse.io aims to solve this by seeking out issues and choke points, notifying the developers to respond accordingly. The news was actually first announced on Wednesday via Pulse.io’s official Twitter account: Yet it only started to spread across the social network a few hours later, which is of course when Google made a slew of its biggest announcements of the year. Maybe at Google I/O 2016, we’ll hear news of how Google can help Android developers speed up their apps. Pulse.io raised at least $1.75 million since its founding. The first $1 million seed was raised in July 2012 and the second $750,000 seed was raised in November 2013. Google did not disclose the price it paid for Pulse.io, but given the money the startup raised, it was likely pocket change compared to some of the firm’s other purchases.
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Aevis Holding merger with Victoria-Jungfrau Collection AG This merger is subject to the approval of both company’s General Meetings on 29 June 2015 in Interlaken. Simplifying the structures will allow a better access to financing as well as efficiency gains. AEVIS Holding SA (AEVIS) is the major shareholder of Victoria-Jungfrau Collection AG (VJC) since just over a year, with a stake of 71.2%. In order to reinforce synergies, support the long-term development of VJC and eliminate the double trading on SIX Swiss Exchange and OTC-X, the Boards of Directors of AEVIS and VJC have signed a contract foreseeing the merger through absorption of VJC by AEVIS. AEVIS will take over all assets and liabilities of VJC, which will be formally dissolved, and will thus increase its participation in the luxury hotel group to 100%. In return of their VJC shares, the shareholders of VJC (28.8%) will receive AEVIS shares, at an exchange ratio of eight AEVIS shares for one VJC share. After the transaction, VJC shareholders will hold approximately 4.5% of the share capital of AEVIS Holding SA. The new AEVIS shares will be entitled to dividends for full fiscal year 2015. merger with The exchange ratio was calculated based on the respective values of both companies. The value of the VJC share was set at CHF 359.20. This value is higher than the one used for the public takeover bid in 2013, as VJC has been able to pursue its repositioning quickly and increase its activity and profitability. The value of the AEVIS share of CHF 44.9 is based on the volume-weighted average price (VWAP) during the last 60 days. In order to symbolise the merger on an operational level, it is foreseen to rename AEVIS Holding SA into AEVIS VICTORIA SA after the merger. AEVIS will pursue the VJC traditions and hold its future General Meetings in Interlaken. The merger between AEVIS and VJC is subject to the approval of the shareholders of AEVIS and VJC, who will hold their respective General Meetings on 29 June 2015 in Interlaken (AEVIS at 13:00 and VJC at 15:30).
McCormick & Company acquisition of Drogheria & Alimentari McCormick & Company, Incorporated (NYSE: MKC), a global leader in flavor, today announced that it has completed the purchase of 100% of the shares of Drogheria & Alimentari (D&A), a privately held company based in Italy. McCormick announced the agreement to acquire D&A on February 20, 2015. • •
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D&A is a leader in spices and seasonings in Italy. Annual sales are approximately €50 million ($55 million U.S. dollars), with 80% in Italy and 20% exported to 60 other countries. McCormick expects to record an acquisition price of €72 million ($79 million U.S. dollars) subject to certain closing adjustments. The expected purchase price consists of a cash payment of approximately €50 million and a potential earn-out payment in 2018 of up to €35 million based upon the performance of the business, with a preliminary acquisition-date fair value of €22 million. The addition of the D&A business complements McCormick’s strong brands across Europe and expands the company’s global leadership in spices and seasonings with a sizeable footprint in Italy.
Founded in 1880, D&A has approximately 120 employees and a modern manufacturing facility located in Florence, Italy. As a supplier of both brand and private label products, D&A has approximately one third of the spice and seasoning category in Italy and exports its products to 60 other countries. McCormick anticipates strong growth for these premium products, particularly in the U.S. and key international markets where consumers are seeking unique and authentic ethnic flavors. McCormick expects to work with the former owners of the business and in the near-term, grow annual sales of D&A products at a mid-single digit rate.
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Subject to certain closing adjustments, McCormick expects to record a purchase price for D&A of €72 million (approximately $79 million U.S. dollars). This expected purchase price consists of a €50 million cash payment that was funded with cash and debt, and a potential earn-out payment of up to €35 million that has a preliminary acquisition-date fair value of €22 million. The potential earn-out payment is payable to D&A’s former owners in 2018 upon the achievement of specified financial performance by D&A. Once the preliminary acquisition-date fair value of the potential earn-out payment is finalized, changes in the fair value will be recognized in income on an on-going basis until settlement in 2018. Due to the estimated impact of transaction and integration costs, McCormick expects no earnings per share impact in 2015. In 2016, McCormick expects the acquisition to be fully accretive, excluding any net increase in fair value of the potential earn-out payment.
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Meritage Homes $200m senior note offering Meritage Homes Corporation (NYSE: MTH), a leading U.S. homebuilder, today announced its intention to offer, subject to market and other conditions, $200 million aggregate principal amount of senior unsecured notes due 2025 (the “notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States to persons other than U.S. persons in reliance upon Regulation S under the Securities Act. Final terms of the notes, including the interest rate, maturity date and other terms, will be determined through negotiations between Meritage and the initial purchasers of the notes. Meritage intends to use the net proceeds for general corporate purposes, including the repayment of outstanding borrowings under the company’s unsecured revolving credit facility. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful. The securities will not be registered under the Securities Act of 1933, as amended, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.
Aviva insurance acquires Expander Advisors The WKB law firm has advised the Aviva insurance group on its acquisition of a 100% stake in Expander Advisors — one of the largest independent financial advisors in Poland — from the Innova Capital private equity fund, which was advised by Norton Rose Fulbright. The transaction still requires the approval of the Polish Office of Competition and Consumer Protection. WKB assisted with the due diligence on the deal and advised on negotiations for the share purchase agreement. The firm’s team included Partners Jakub Jedrzejak and Ben Davey and Associate Klaudia Fratczak-Kospin. The Norton Rose Fulbright team advising Innova Capital was led by Partner Pawel Bajno. acquires
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Wärtsilä Corp acquisition of L-3 Marine Systems International (MSI) Wärtsilä Corp. announced that its acquisition of the Germany-based L-3 Marine Systems International (MSI) has been finalized and control of the company will be transferred to Wärtsilä effective 1 June 2015. Wärtsilä will acquire MSI from L-3 Communications Holdings using financing from existing cash resources and credit facilities. The transaction is valued at about US$313 million (MEUR 285). After estimated adjustments of cash, working capital, and pension liabilities, the purchase price is estimated to be about $324 million (MEUR 295). The final purchase price will be determined based on closing accounts. The acquisition received Korean merger control clearance in March and EU clearance in April. MSI has extensive experience in supplying automation, navigation and electrical systems, dynamic positioning technology, as well as sonar and underwater communications technology for a variety of vessel types and offshore installations. The MSI organization, which currently comprises more than 1700 employees working from 38 locations in 14 countries, will be integrated with Wärtsilä’s existing electrical and automation (E&A) business.
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E&A systems are of increasing importance since the operation of ships is becoming ever more sophisticated. Wärtsilä’s position in the development of technologies that enhance operational efficiency will be strengthened with the addition of MSI’s broad range of capabilities. The company’s portfolio comprises several well-known product brands, including SAM Electronics, Valmarine, Lyngsø Marine, Dynamic Positioning & Control Systems, Jovyatlas Euroatlas, ELAC Nautik, FUNA, GA International and APSS. The acquisition is expected to be EPS accretive as of 2015. Further information on the financial impact will be provided once closing accounts have been finalized.
Sweco AB acquisition of Grontmij N.V Sweco AB (“Sweco”) (Nasdaq Stockholm; ticker symbol SWECA and SWECB) and Grontmij N.V. (“Grontmij”) (Euronext Amsterdam; ticker symbol GRONT) jointly announce that they have reached a conditional agreement in connection with an intended public offer by Sweco for all issued and outstanding ordinary shares (“Shares”) of Grontmij (the “Offer”). The contemplated transaction will create the leading European engineering consultancy firm: Tomas Carlsson, CEO of Sweco “Combining Sweco and Grontmij will create great value for all parties involved. Sweco has a solid track record of continuous operational improvements. In terms of growth, Sweco has consistently shown its ability to successfully grow through mergers. Now that our latest large acquisition, from 2013, has been very successfully integrated, we are ready to take the next step on the European market. Sweco and Grontmij are an ideal combination, since we share the same expertise and commitment to our customers. Together with Grontmij, we aim to become a recognised industry leader in Europe. Not just in sales – but more importantly as the first choice for customers, employees and other stakeholders.”
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Michiel Jaski, CEO of Grontmij “Grontmij has made significant progress since 2012 with its ‘Back on Track’ strategy. We have successfully stabilised and refocused the company, and have now reached a strategic crossroad. Looking at the future of Grontmij and the trends in our industry, we are convinced that merging with Sweco is in the best interest of all our stakeholders. For our customers, this transaction underlines Grontmij’s competencies and it strengthens our abilities to take on the most challenging projects. Our people will benefit by becoming part of the leading European engineering and consultancy firm, offering more resources and long-term opportunities to develop their capabilities. For our shareholders this is an attractive offer, and at the same time an opportunity to participate in the future of the combined company.” Johan Nordström, Chairman of the Board of Directors of Sweco “For many decades, Sweco has proven its ability to drive profitable growth through mergers. The major shareholders and Board of Directors are deeply committed to supporting the continuation of this journey. The time has now come to take another significant step forward. We see great long-term potential in combining Grontmij with Sweco. Sweco will gain new platforms for growth outside of its current main markets. As a major shareholder in Sweco, I look forward to supporting this next step.
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Rotala acquisition of Wings Luxury Travel Transport company Rotala PLC on Monday said it has acquired Wings Luxury Travel Ltd’s business, brand and vehicle fleet in a GBP1.5 million cash deal. Rotala said Wings is a luxury coach services provider in the London area with 17 vehicles in its fleet. The business will transfer to Rotala’s existing Heathrow depot. Rotala said the acquisition is not expected to have a material impact on its 2015 earnings but it expects the deal to be earnings accretive in future years after the integration of the operations is complete. Shares in Rotala were up 0.3% to 65.675 pence on Monday morning. acquisition of
Intel acquires Altera Intel Corp (INTC.O) agreed to buy Altera Corp (ALTR.O) for $16.7 billion as the world’s biggest chipmaker seeks to make up for slowing demand from the PC industry by expanding its line-up of higher-margin chips used in data centers. By combining with Altera, Intel will be able to bundle its processing chips with the smaller company’s programmable chips, which are used, among other things, to speed up Web-searches. Intel said on Monday it would offer $54 per share for San Jose, California-based Altera, a 10.5 percent premium to Altera’s close on Friday. Altera’s shares were changing hands at $51.78, well below the offer price, in afternoon trading. That suggested that some investors felt the deal could face regulatory hurdles, but analysts said there was virtually no overlap of products between the companies. Intel’s shares were down about 1.7 percent at $33.86. The deal valued Altera at about 9 times forward revenue, according to Thomson Reuters data. “It seems very high to me,” Stifel, Nicolaus & Co analyst Kevin Cassidy told Reuters. “The last one I remember that was close was Broadcom buying NetLogic at 8 times forward revenues, and that didn’t turn out very well for Broadcom.” The deal price is unchanged from Intel’s unsolicited offer that sources had said Altera rejected in April. The integration of Altera’s chips with Intel’s will create a new class of products giving customers a significant improvement in performance, lower costs and a lot more flexibility, Intel Chief Financial Officer Stacy Smith told Reuters. “That’s the piece that’s pretty exciting about it,” he said. Intel looked at other targets, but Altera was the best bet to create value for the shareholders, Smith said.
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AS Adventure Group acquisition of Snow & Rock AS Adventure Group has acquired Snow & Rock Group from LGV Capital. In a statement, AS Adventure said the acquisition will help extend its access to the growth categories of snow, cycling and running. The group will now work with Snow & Rock and AS Adventure’s existing brand Cotswold Outdoor to develop customer propositions across multi-activity categories. The two brands have a combined turnover of £210 million. With 46 stores operating across the UK and Ireland, Snow & Rock Group’s brands include Snow & Rock, Cycle Surgery and Runners Need.
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Frederic Hufkens, AS Adventure Group chief executive, said: “We look forward to working with these exciting brands, helping to maximise their potential and therefore, the potential of the whole AS Adventure Group.”
Altor and Goldman Sachs Merchant Banking Division acquisition of Hamlet Protein Hamlet Protein is a global provider of soy-based protein solutions used in high value-add animal feed for young animals. The company services more than 50 countries from its two production facilities in Horsens, Denmark and Findlay, Ohio. - “This is another important milestone for Hamlet Protein and we are very excited about our new partnership with Altor and Goldman Sachs Merchant Banking Division”, says Søren Munch, CEO of Hamlet Protein. “With the strong support of Altor and Goldman Sachs Merchant Banking Division we are uniquely positioned to accelerate the development and growth of Hamlet Protein and better service our customers and partners globally” - “We have made a successful management succession and turned Hamlet Protein into a leading global provider of specialty soya for young animal feed with a strong market position in Europe, US and Asia through developing global sales organization and significant investments in expanding capacity including establishing a sales and production facility in the US”, says Niels Worning, Partner at Polaris Private Equity - ”It has been a very successful partnership with Polaris, where we, along with a strong new leadership have managed to achieve a great development for Hamlet the recent years with a significant strengthening of Hamlet’s global market position”, says founder of Hamlet Protein, Ole K. Hansen.
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- “We are looking forward to continuing the positive development of Hamlet Protein started by Polaris in our equal partnership with Goldman Sachs Merchant Banking Division”, says Søren Johansen, Partner at Altor Equity Partners. “We believe that Hamlet Protein is ideally positioned to become the global champion within high value-add young animal feed” - “We are impressed by the high value-add young animal feed platform that the management team and employees have built under the current ownership”, says Michael Specht Bruun, Managing Director in the Merchant Banking Division of Goldman Sachs. “We see significant growth potential globally and are excited about partnering with Altor and the management team to support the company’s impressive growth trajectory both organically and through acquisitions” Closing of the transaction is subject to customary regulatory requirements and approvals.
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