April Issue 2011
ACQUISITION
Q1
INTERNATIONAL The Voice of Corporate Finance
Review
This month, AI looks back on the last quarter, highlighting current trends from a global perspective.
Also in this issue... • Managing Intellectual Property through M&A • Destination: Israel • International Debt Recovery • Bouncing Back: Ukraine • Achieving Post-Acquisition Integration • Corporate Tax Matters
www.acquisition-intl.com
The Mrs. Zia Mody AZB Partners zia.mody@azbpartners.com India
Q1Panel
Lead Mandate
Biljana Cakmakova CAKMAKOVA Advocates www.cakmakova.com Macedonia
Napole˜ao Casado Filho Clasen, Caribé, & Casado Filho napoleao@ccflaw.com.br www.ccflaw.co.br Brasil
Luis A. Cordero Cordero & Associate www.corderoassociates.com USA
Mr. Nusrat Hassan D.H. Law Associates www.dhlawassociates.com India
Roman Ognevyuk EnGarde Attorneys at Law www.engarde-attorneys.com Ukraine
Dr. Ismail G. Esin Esin Law Firm www.esin.av.tr Turkey
Maria da Graça Pedretti Felsberg, Pedretti e Mannrich law firm www.felsberg.com.br Brazil
Mark Bradt Houlihan Lokey MBradt@HL.com www.HL.com UK
Andi Memi Hoxha, Memi & Hoxha Sh.p.k. www.hmh.al Albania
Carmen Peli PeliFilip www.pelifilip.com Romania
Sofia Grafanaki Corina Fassouli-Grafanaki & Associates sofiagraf@gmail.com Greece
Enrique A. Diaz, Esq. Goodriche Riquelme Asociados www.goodrichriquelme.com Mexico
t Legal Law Firm www.tlegal.eu Poland
Sunil Bheeroo Bheeroo Chambers www.bheeroochambers.com Mauritius
Dev Erriah Erriah Chambers Email: deverriah@intnet.mu Mauritius Tel: (230) 2082220
Yariv Ben-Dov Bar-Zvi & Ben Dov Law Offices Web: www.bbl.co.il Israel
Tel: +230 210 0507 Mob: +230 256 3824 Fax: +230 210 5782 E-mail: sunilbheeroo@intnet.mu E-mail: bheeroochambers@intnet.mu Webster Dyrud Mitchell Email: pwebster@websterdyrud.com www.websterdyrud.com Anguilla Nevis Miami
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Q1 Lead Mandate
Review
A
total of 623 PE buyout deals were announced in Q1 2011, with an aggregate value of $49.9bn. This represents a 26% decrease from the previous quarter, when 677 deals valued at $67bn were reported. Despite this, Q1 2011 represents a 72% increase on the value of deals witnessed during the same quarter in 2010, when 470 deals valued at $29bn took place. While the value of deals has seen a notable dip in Q1 2011 from the previous quarter, this is largely due to a lack of large and mega size buyout deals, rather than due to a lack of overall deal flow. Only 11
deals valued at over $1bn and just one valued at over $2.5bn were announced in Q1 2011, in comparison to 15 deals valued at over $1bn and four at over $2.5bn in Q4 2010. With 623 deals announced during the quarter, Q1 2011 is only surpassed by Q4 2010 in terms of the number of deals; Q4 2010 represents the strongest quarter of deal flow since the onset of the financial crisis. As more data comes in, we expect the Q1 2011 number of deals to near the levels seen in Q4 2010. North American deals represent 45% of the value of deals announced in Q1 2011,
with $22.6bn in deals reported in the region. This represents a significant 41% decrease in the value of North American deals in comparison to the previous quarter, when $38.3bn in deals were reported. This is largely due to an absence of large and mega buyout activity during the quarter. European deal value has remained relatively stable, with $17bn announced for the quarter, a slight drop from the $19.7bn announced in Q4 2010. The aggregate value of deals announced for Asia and Rest of World has increased by 15% from the previous quarter, from $8.9bn to $10.3bn in Q1 2011.
Fig. 1: Top 10 Largest Buyout PE-Backed Deals Globally Q1 2011 Name
Date
Type
Deal Size (mn)
Currency Buyers
Emergency Medical Services
Feb-11
Public To Private
3200
USD
Clayton Dubilier & Rice
Citadel Broadcasting
Mar-11
Merger
2400
USD
Bain Capital, Blackstone Group, Crestview Partners, Cumulus Inc., Macquarie Bank, Thomas H Lee Partners
Alinta Energy
Mar-11
Restructuring
2100
AUD
TPG
Acosta, Inc.
Jan-11
Buyout
2000
USD
Thomas H Lee Partners
Elkem
Jan-11
Add-on
2000
USD
Blackstone Group, Bluestar
Ansaldo Energia
Mar-11
Buyout
1233
EUR
Finmeccanica, First Reserve Corporation
Sellers
Industry
Location
Healthcare
US
Media
US
Energy
Australia
AEA Investors
Marketing
US
Orkla ASA
Materials
Norway
Power
Italy
JP Morgan
Patni Computer Systems
Jan-11
Buyout
1220
USD
Apax Partners, iGate
General Atlantic
IT
India
The Priory Group
Jan-11
Buyout
925
GBP
Advent International
RBS Asset Management
Healthcare
UK
Capio Spanish Hospitals
Jan-11
Buyout
900
EUR
CVC Capital Partners
Apax Partners, Nordic Capital
Healthcare
Spain
Phones4U
Mar-11
Buyout
700
GBP
BC Partners
Providence Equity Partners
Telecoms
UK
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Lead Mandate In Q1 2011, just over 60% of the aggregate value of deals and more than 40% of the number of deals were leveraged buyouts. Growth capital deals accounted for 18% of the number and 8% in aggregate value. Public to private and PIPE deals made up 6% of the number of deals but contributed 20% in aggregate value to PEbacked deals globally in the quarter. Notable deals announced in this quarter include: the $3.2bn privatization of Emergency Medical Services by Clayton Dubilier & Rice; the $2.4bn merger of radio broadcasters Citadel Broadcasting and Cumulus Media Inc., which is backed by a consortium of private equity investors including Bain Capital, Blackstone Group, Crestview Partners, and Thomas H Lee Partners; and the A$2.1 billion restructuring of energy giant Alinta Energy by TPG. During the first quarter of 2011, deals valued at over $1bn represented 6% and 40% of the number and aggregate value of
deals announced respectively. When compared to the breakdown of aggregate value over the whole of 2010, the share accounted for by large-cap deals has decreased by six percentage points, with deals valued at over $1bn representing 46% of the value of deals in 2010. Mid-market buyout deals announced in Q1 2011 contributed 21% to the number of deals and 41% to the aggregate value of deals this quarter globally, an increase from 2010 as a whole, when 18% of the number and 36% of the value of buyouts were attributed to midmarket deals in the $250mn-$1bn range. Small-cap deals represented the bulk of deals announced this quarter, with 73% of deals valued at less than $250mn, representing 19% of the aggregate value of deals announced in the first three months of 2011. PE-backed buyout deal flow in Q1 2011 was highest in the industrials sector, with over a quarter of all buyout deals announced globally and almost a fifth of the
global aggregate value of buyouts attributed to deals in the sector. In terms of number of deals, this was followed by the consumer and retail, and business services sectors, which accounted for 16% and 15% of all deals respectively, and 9% each of the aggregate value of deals. Notably, while only 6% of all buyouts in Q1 2011 occurred in the telecoms and media sector, it accounted for a sizeable 17% of the global value of deals, including the announced ÂŁ700mn buyout of Phones4u by BC Partners from Providence Equity Partners. In Q1 2011, 254 PE buyout-backed exits valued at $77.2bn were announced, almost matching the record levels set in Q4 2010, when 304 exits were valued at $79.7bn. The number and value of buyout-backed exits have increased steadily in recent quarters, attaining record levels at the end of 2010, and these levels of exits are expected to continue as buyout houses begin to exit investments made during the buyout boom era of 2005-2007.
Fig. 2: Number and Aggregate Value of PE-Backed Deals Globally, Q1 2006 - Q1 2011
Quarter
No. of Deals
Aggregate Value of Deals ($bn)
Quarter
No. of Deals
Aggregate Value of Deals ($bn)
Q1 2006 Q2 2006 Q3 2006 Q4 2006
542 792 651 669
99.7 105.3 191.1 242.7
Q1 2009 Q2 2009 Q3 2009 Q4 2009
350 396 434 490
11.3 15.6 22.2 43
Q1 2007 Q2 2007 Q3 2007 Q4 2007
733 898 713 764
175.3 270 121.9 73.2
Q1 2010 Q2 2010 Q3 2010 Q4 2010
470 600 620 677
29 55.4 61.5 67
Q1 2008 Q2 2008 Q3 2008 Q4 2008
614 695 628 420
50 84.6 39 16.2
Q1 2011
623
49.9
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Lead Mandate Geographic Analysis – Key Countries UK Q1 2011 saw 67 deals announced or completed in the UK, for a combined aggregate value of $5.6 billion. This included several prominent buyout deals, including the purchase of mental healthcare provider Priory Group for $1.4 billion by Advent International’s Advent Global Private Equity VI fund and the $1.1 billion buyout of retailer Phones4U by BC Partners’ BC European Cap VIII fund.
chemical distributor, which was completed at an undisclosed value by Consilium.
Acquisition International speaks to the experts….
Turkey Six private equity deals were completed in Turkey during Q1 2010, including four buyout deals and two growth capital investments. This included PineBridge Investments’ PineBridge Gateway Partners Fund partnering with Ulusal Faktoring, an Istanbul-based financial services company.
Brazil The quarter saw four private equity deals in Brazil, worth a total of $227 million. This included the $127 million buyout of ALOG Data Centers of Brazil, a data centre provider, by Equinix and Riverwood Capital.
Switzerland Q1 2011 saw three private equity-backed deals completed in Switzerland, including the $11 million growth capital deal that saw Iris Capital partnered with MCI Group Holding SA, a globally focused event management firm that is headquartered in Geneva.
What patterns and levels of transaction activity have you witnessed in your jurisdiction this quarter? Luis Cordero, Cordero & Associates; “We are noticing activity in the real estate sector although real estate is not moving especially in the hardest hit areas as lending continues to be slow. However, the rental prices have increased dramatically which may continue to expand the real estate market. Banking are starting to soften somewhat and are considering certain transactions.”
US The US saw 325 deals worth $22.4 billion either completed or announced in Q1 2011. In addition to the privatization of Emergency Medical Services by Clayton Dubilier & Rice and the merger of broadcasters Citadel Broadcasting and Cumulus Media Inc. by a consortium of private equity houses, other prominent deals were announced this quarter. For example, Thomas H Lee Partners announced the $2 billion buyout of sales and marketing agency Acosta through its Thomas H Lee VI fund, while a $1 billion buyout deal of Triton Container International by Vestar Capital Partners and Warburg Pincus was also revealed. India Q1 2011 saw 24 private equity-backed deals take place in India, for an aggregate total of $2.6 billion, including the $1.2 billion buyout of Patni Computer Systems by Apax Partners and iGate and a $839 million PIPE-deal involving Bain Capital and Government of Singapore Investment Corporation (GIC). Ukraine This quarter there were three private equity deals completed in Ukraine, including the buyout of ISIDA, the first obstetric-gynaecological clinic in the country, by Advent International’s Advent Central & Eastern Europe IV fund. Greece Greece saw just one private equitybacked deal completed in Q1 2011. This was the buyout of Neochimiki, an Athens-based
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Taiwan Just one private equity deal was completed in Taiwan during the quarter – the buyout of Gala TV from MBK Partners by EQT Partners’ EQT Greater China III fund. Mexico Mexico saw two private equity-backed deals completed or announced in Q1 2011, including the $158 million buyout deal involving troubled airline Grupo Mexicana de Aviacion and private equity house PC Capital Partners. Poland The quarter saw four private equity deals, at a total value of $1.1 billion. This included the announcement of the $580 million buyout of Emitel by Montagu Private Equity’s Montagu IV fund. Emitel is a Warsaw-based terrestrial radio and TV broadcast infrastructure operator.
Mr. Nusrat Hassan,D.H.Law: “One of the significant patterns in M&A transactions has been the increase activity in the mid market sectors and this has increased advisor’s focus on the area as well. It is very relevant to indicate here that a few years ago, promoter driven mid market Indian companies never thought of foreign investment route as a funding route. This view has significantly changed with time.” Dr. Ismail G. Esin, Esin Law Firm; “We closed M&A deals in the first quarter of 2011. Three of them were purchase of stakes by strategic investors and the remaining were private equity deals.” Maria da Graça Pedretti ;Felsberg, Pedretti e Mannrich law firm; "The recovering of the Brazilian capital market, among other factors, has contributed to maintain the level of M&A transactions in Brazil very active in the first quarter of 2011. Over one hundred and sixty (160) M&A transactions have been reported to be closed in Brazil during this period."
Israel One private equity-backed deal was completed in Israel during Q1 2011. This was a growth capital deal involving Tel-Avivbased technology company PrimeSense, and Silver Lake’s Silver Lake Sumeru fund.
Mark Bradt, Houlihan Lokey; “We have seen a high level of activity for both corporate sellers/acquirers as well as financial sponsors. One clear pattern we have witnessed is that corporates are fully committed and actively pursuing inorganic growth options as aggressively as organic ones.”
Africa There were eight private-equity deals that took place in the African nations during Q1 2011 for a total aggregate value of slightly over $1 billion. This included the $750 million buyout of Union Bank completed by African Capital Alliance’s Capital Alliance Private Equity III fund.
Andi Memi,Hoxha Memi & Hoxha: “Following the recession in legal transactions activity due to global economical crisis, during the last quarter we have noticed a progressive increase of interest in acquisition and financing transactions. The investors are gradually recovering from a certain reluctance
Lead Mandate noticed in the previous months ande are more open to start evaluating new projects and commit to due diligence reviews for new investments.” Carmen Peli, PeliFilip: “The transaction activity seems to have increased during the first quarter of 2011 compared to the same period of last year. Some transactions continue to be driven by crisis, as companies without significant access to financing or companies that have suffered otherwise the effects of the crisis are acquired by players in the same market, usually leading to horizontal industry consolidations. However, significant transactions may be seen in this market announced or even completed before the end of the year. Which sectors have been particularly active? Who and where are the buyers? Zia Mody, AZB & Partners; “There have been some overseas cross border deals. The players have been private equity and some large strategics like the BP deal with Reliance.” Luis Cordero, Cordero & Associates; “Banking in this area is particularly active, most of the activity is from Spain and Latin America. The cross border deals continue to increase especially with Venezuela and the United Sates and between Venezuela and Colombia, Panama and to some extent Costa Rica.” Mr. Nusrat Hassan, D.H.Law: “Currently, we are seeing a lot of activity in the renewable energy space. The Indian government has been formulating schemes to induce investment into this sector and we see a lot of technology transfer from the West in this regard. One of the most active participants in this space is Germany and Spain.” Dr. Ismail G. Esin, Esin Law Firm; “The sectors have been particularly active was health, medical equipment, retail and cement. The buyers in the transactions that Eosin Law Firm was involved were Turkmen Private Equity, stanbul Memorial Salic Yatırımları Anonim Şirketi, Mr. Levent Güngör Yarcan, Global Buyout Fund and Limak Holding. “Turkven Private Equity is one of the leading private equity firms in Turkey.
stanbul Memorial Sağlık Yatırımları Anonim Şirketi is a local health services company serving to its patients with three hospitals and two medical centers. Mr. Yarcan is a local entrepreneur active in retail business especially sale and marketing of goods with “Intersport” brand. Global Buyout Fund is a Kuwaiti investment company licensed by the Central Bank of Kuwait and listed on the Kuwait, Dubai, Bahrain and London Stock Exchanges. Limak Holding is a major local conglomerate holding active in the sectors such as cement, tourism, construction and aviation.” Maria da Graça Pedretti, Felsberg, Pedretti e Mannrich law firm; " IT, services, real estate, telecom, media and food have concentrated most of the deals. 61% of the buyers were Brazilian and 39% foreign investors, from US, Europe, Middle East and Asia." Mark Bradt, Houlihan Lokey; “We have seen significant activity across a variety of sub sectors within the basic industrials universe (plastics, packaging, paper, automotive and consumer to name a few). “In today’s market, credible, serious potential buyers can be found around the globe, however it is still the case that the ultimate winning bidder is likely to be a party well known to the seller, often in the same jurisdiction.” Carmen Peli, PeliFilip: “Consolidation was seen in sectors that require economies
of scale to ensure functionality and profitability, such as distribution, voucher business, media, TV cable and DTH (where Romtelecom, the Romanian fixed telephony incumbent, announced two deals during this quarter). The wind energy sector continued to be active during the past months. Also, a significant trend and interest was seen in the real estate sector. The buyers were usually players in the same sectors, whether as competitors or as managers. Interest from international players absent from Romania or from investment funds remains rather low and limited to certain sectors (such as healthcare, for the private equity firms).” Have there been any notable deals (size, complexity, duration, etc.) that you’ve been involved in over the last quarter? Zia Mody, AZB & Partners: “We have been involved in the Reliance BP transaction which was important both for its size and complexity. And, the sale of Patni Computers shares to Igate and Apax, by the promoters made this a very interesting deal.” Luis Cordero, Cordero & Associates; “We have seen some notable deals in the banking sector and have been involved in those and in the food and drink sectors as well. Principally with Venezuelan companies the deals tend to be very complex due to politically and economic situation. Typically the deals are taking
Q1 2011 saw 67 deals announced or completed in the UK, for a combined aggregate value of $5.6 billion. This included several prominent buyout deals, including the purchase of mental healthcare provider Priory Group for $1.4 billion by Advent International’s Advent Global Private Equity VI fund and the $1.1 billion buyout of retailer Phones4U by BC Partners’ BC European Cap VIII fund. Thirteen
Lead mandate Fig. 3: Fig. 3: Number of PE-Backed Exits by Type and Aggregate Exit Value, Q1 2007 - Q1 2011
Quarter
IPO
Sale to GP
Restructuring
Trade Sale
Aggregate Exit Value ($bn)
Q1 06 Q2 06 Q3 06 Q4 06
31 38 23 40
53 69 61 71
1 1 3
100 119 92 109
24.3 30.8 33.6 63.6
Q1 07 Q2 07 Q3 07 Q4 07
22 45 27 32
75 94 79 73
3 1 1 1
124 161 141 116
58.8 73.4 69.8 53.5
Q1 08 Q2 08 Q3 08 Q4 08
7 12 6 6
47 67 66 23
10 10 12 15
104 126 84 50
26.1 64.9 20.4 12.4
Q1 09 Q2 09 Q3 09 Q4 09
6 12 24 38
12 21 23 24
33 23 17 26
50 59 69 87
4.9 11.2 11.6 53.2
Q1 10 Q2 10 Q3 10 Q4 10
28 25 29 71
41 56 69 76
12 9 8 14
83 106 115 143
32.2 54.1 53.9 79.7
Q1 11
40
65
11
138
77.2
several months to over a year to complete, specifically because of the political situation mixed in with the legal issues.” Mr. Nusrat Hassan, D.H.Law; “We have been assisting a marine services firm in its sale of business to a large shipping group. This deal is unique since the shipping industry is not really a well explored industry in India and this may be one of the first few deals in the sector. The deal is still underway.”
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Engarde: “ENGARDE (as Ukrainian legal counsels) and Norton Rose LLP (as UK legal counsels) advised Energees Investments, the principal holding company of the Smart Holding Group, one of the largest Ukrainian based holding companies, on its public takeover offer for AIM-listed Regal Petroleum plc. A recommended all cash offer was accepted and approved by 54% shareholders of Regal Petroleum plc. The offer valued Regal Petroleum plc's share
capital at approximately £121.8m million.” Andi Memi,Hoxha Memi & Hoxha; “We have been involved in two separate acquisition of control over two local insurance companies. We have acted as advisors to the purchaser Vienna Insurance Group for the purchase of the controlling stake in 2 local insurance companies We have been also involved in a new equity investment operation concerning the
Lead mandate
construction of an important infrastructure project such as the construction of a logistic park near Tirana.” Carmen Peli, PeliFilip: “We were involved during this period in transactions that were completed or signed after long periods of preparation and negotiations. Complex antitrust analysis was carried out when the transactions involved the concentration of top players on the markets (such as passing from a 4 players to 3 in a rather narrow oligopolistic market). We continue to be involved in the preparation of transactions that, if completed, will likely be the most significant.” How long are deals typically taking to complete and how are they being funded? Luis Cordero, Cordero & Associates; “The deals are taking an excess of a year in many cases to several months and the private investors are principally funding most transactions. Although the banking sectors are into losing credit and get involved in these transactions.” Mr. Nusrat Hassan, D.H.Law: “Foreign investment deals have been taking more than a quarter to complete and we are also seeing small capital investments and step up options provided in deals to enable investors to invest small.”
Dr. Ismail G. Esin, Esin Law Firm; “There are no specific timing considerations for M&A deals in Turkey. In general, due diligence, drafting and negotiation phases take no less than two months. If the deal is subject to Turkish Competition Authority’s clearance, the preparation for the notification of the filing takes between one and four weeks (depending on the complexity of the transaction and the amount of translation required) and four to six weeks for the Competition Authority to issue its clearance. Therefore, the parties should envisage a period of two months between the signing and closing in order to obtain the approval of the Turkish Competition Authority.” Maria da Graça Pedretti, Felsberg, Pedretti e Mannrich law firm; “Based on our experience completion of a deal may vary from 3 months to over one year depending on basically the size and complexity of the relevant business involved, the knowledge degree of the features of the Brazilian market by foreign buyers and in case of companies subject to regulatory control (such as those of the energy, banking and oil sectors) the obtaining of the required governmental approvals for the transactions. “Usually, M&A transactions are funded through debt or equity transaction, including IPOs, on the Brazilian capital market, financing from domestic or foreign banks and funds from private equity investors.” Mark Bradt, Houlihan Lokey: “With traditional lending being more difficult to come by, we are seeing the new alternative capital sources funding more deals, such as Park Square, Ares Capital, Sankaty and
Mount Kellett. These firms are proving very flexible and responsive. The bond market is back and is aggressively financing new LBOs, and the US market is even more borrower-friendly in respect of leverage levels and covenants.” What experience and expertise do you bring to the table during a transaction, and how does this assist in getting deals through to completion? Luis Cordero, Cordero & Associates; “We have been in this industry for over 20 years and have lived these cycles before. While we have large firm expertise we remain small enough to be reactive. This allows us to manoeuvre through the complexities of the new markets especially the political and economic situations taking place today which allows us to complete this deals.” Engarde: “Ukraine brings many opportunities along with many challenges. Our lawyers are helping our clients to manage both. Having profound experience in M&A, we also consider every issue from business and litigation perspective. Such approach helps our clients to assess the risks properly and avoid many post-closing problems.” Maria da Graça Pedretti, Felsberg, Pedretti e Mannrich law firm ;“In M&A transactions in Brazil, usually the main aspects to be carefully addressed are (i) the due diligence of the target companies, covering in particular tax, labour, regulatory and environmental issues, (ii) the structuring of the transaction, taking into account tax impacts and applicable governmental approvals, and (iii) the drafting of the transaction documents so as to set forth each party’s obligations, liabilities and rights accurately and assure the enforcement of such documents.” Mark Bradt, Houlihan Lokey: “At Houlihan
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Lead Mandate Lokey we pay particular attention to the documentation phase of a deal where many key, value-related items are negotiated. Having experience in this phase enables maximum value enhancement/preservation for our clients while maintaining the allimportant deal momentum.”
continues largely unchanged, in that we continue to innovate as much as possible and differentiate ourselves from the competition through our domain in the regulatory landscape and our ability to travel a cautious and yet transaction friendly path.”
advisors are much more focused on securing the right buyer than soliciting broad interest. By way of example, we recently advised on the sale of an industrial business where only two key industry buyers were invited and the successful buyer paid a very big strategic premium.”
Carmen Peli, PeliFilip: “Lawyers in our team have been involved in most significant transactions over the past 10-12 years (which is also the relevant transaction period in Romania, as before that time the Romanian economy was in a rather poor state). My partners and I had active roles and led transactions in virtually all important sectors: energy, pharma/healthcare, TMT, FMCG, automotive, real estate, etc. We know all these sectors from our day to day work – we are not learning about them with the transaction. Our antitrust, employment and commercial teams provide a top know-how when it comes to assessing the transaction risks, designing workable structures and completing the transaction.”
Luis Cordero, Cordero & Associates; “Absolutely, deals are privately funded. Due diligence is enormous and the political economic conditions are less friendly than they have been in the past. We have an intimate understanding of the political and economic conditions of our hemisphere and this allows us to manoeuvre deals to a successful completion.”
Andi Memi,Hoxha Memi & Hoxha; “For sure the changes in the global and local economy have affected us as well. Clients tend to be more demanding and careful in their investments and the same is expected also from lawyers. Our firm has always been committed to this demands and our added value consists especially in the fact that we work closely with the client in every step and try to act as advisors not only on strict legal terms but also on strategy and structure issues.”
How has your role changed since the peak of the market? (i.e. Shaping deals, different deal structures etc) and how does your firm differentiate itself from the competition? Zia Mody, AZB & Partners; “Our role
Mr. Nusrat Hassan, D.H.Law; “Many of our clients engage us on a continuous basis even after the transaction has been completed to assist the company with its day to day affairs. The move from being an advisor to the investor to becoming the company’s advisor allows us to explore several areas of law other than M&A practice.” Mark Bradt, Houlihan Lokey: “We are operating in a “post-auction” world, where well-financed strategic buyers are initiating processes with buy-side activity, and M&A
Carmen Peli, PeliFilip: “The lawyer needs to be now closer than ever to the client. As the transactions are now prepared during a longer period, the structure and risks may evolve and the lawyer needs to be ready to examine risks and indicate the safer solutions. Our clients prefer us over other firms for a number of reasons: the quality of our team, its ability to design sound and safe transaction structures and implement them into documents in a very short
Fig. 5: Number and Value of Global Buyouts by Industry: Q1 2011
Industry Industrials Consumer Business Services Healthcare Information Technology
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No. Of Deals
Aggregate Value ($bn)
26% 16% 15% 13% 12%
18% 9% 9% 16% 9%
Industry Telecoms & Media Food & Agriculture Energy Materials Other
No. Of Deals
Aggregate Value ($bn)
6% 5% 4% 2% 2%
17% 3% 11% 6% 3%
Lead mandate timeframe, sector specific knowledge, a friendly manner of interaction with all the parties involved.”
listed companies as they do not want to be charged with being in possession of any published price sensitive information.”
Has there been much secondary activity (SBOs) in your jurisdiction this quarter? Do you expect to see more SBOs this year due to many funds reaching their ten year lives? Mr. Nusrat Hassan, D.H.Law; “This activity is likely to increase and India has already been seeing several domestic funds exiting their investments due to reasons such as poor performance of the companies.”
Mr. Nusrat Hassan, D.H.Law; Foreign Investors have traditionally been very keen in the due diligence process rather than Indian investors. The keenness to undertake a due diligence is primarily driven by the size of the deal and the reputation of the parties involved.
Dr. Ismail G. Esin, Esin Law Firm; “There has not been much SBOs in our jurisdiction this quarter. On the other hand, by taking into account the increase in the private equity deals in the sector, it is highly likely that the sector will SBOs will be realized in the near future.” How are buyers approaching due diligence? Is there overkill in the diligence process these days? Zia Mody, AZB & Partners; “Buyers are approaching due diligence sensibly for the most part - especially when it comes to
Engarde: “Clients strive to make the due diligence process time and cost effective. That is why red-flag due diligence check that covers the most critical issues is very popular nowadays.” Dr. Ismail G. Esin, Esin Law Firm; “There is a significant increase in the amount of the due diligence investigations. All the buyers we are working with are keen to conduct due diligence investigations prior to realize their investment in order to perform risk assessment, risk calculation and determine the measures to be taken for the risk management.” Mark Bradt, Houlihan Lokey: “Buyers are cautious, and will not necessarily rely on
Vendor Due Diligence as they had in the past. However, for the most part there is little or no concern about recession and virtually everyone is selling the recovery/upside story.” Andi Memi,Hoxha Memi & Hoxha; “For sure buyers tend to be more careful. The diligence process reflects the careful risk management standards imposed by the clients. However I would not say that the level of overkill has significantly increased.” Have there been any highlights that you would like to discuss? i.e. awards, triumphs. Zia Mody, AZB & Partners; “We received the Best National Firm (India) Award by the Chambers Asia Law Awards 2010. We were also awarded Law Firm of the Year (India) and the PLC Which Lawyer? Awards, 2010. Our role as the Legal Advisers for Bharti in the Bharti Zain deal got us the Deal of the Year Award from several organisations, including M&A Deal of the Year, at the M&A Atlas Awards. We were recently awarded the Most Active Legal Advisor – PE and M&A for 2010 by Venture Intelligence.”
13th Fl., 27 Sec. 3, Chung San N. Rd., Taipei 104, Taiwan, R.O.C. Tel: 886-2-25856688 Fax: 886-2-25989900/25978989 Email: email@deepnfar.com.tw www.deepnfar.com.tw
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Lead mandate Dr. Ismail G. Esin, Esin Law Firm; “Esin Law Firm is the winner of “Financial Times and Mergermarket Best Legal Adviser of the Year” award in 2010.” Mark Bradt, Houlihan Lokey: “Houlihan Lokey was again voted Mid-Market Bank of the Year by Investment Dealer’s Digest.” What are the firm’s goals for the rest of the year? Mr. Nusrat Hassan, D.H.Law;”The Firm is looking to grow into a premier pan Indian law firm. We are hoping to open up offices in other metro cities and tier II Indian cities and as a first step the Firm has launched its Goa office recently.” Maria da Graça Pedretti ;Felsberg, Pedretti e Mannrich law firm ; “For 2011 and the coming years our goal is to expand our activities in the sectors providing investment opportunities in Brazil, upon providing high quality, creative and comprehensive legal assistance based on an extensive experience accumulated by our firm in all major practice areas over the past forty year.” Mark Bradt, Houlihan Lokey : “Houlihan Lokey will continue to provide clients with creative ideas and seamless global
execution to assist them in reaching their goals, whether by acquisition, divestment or in attaining financing.” Andi Memi,Hoxha Memi & Hoxha; “We had a 2010 that was at the same level of 2009 and we consider this as a great success compared with other firms who saw a certain decline in 2010. Our expectation, confirmed also by mandates we have received so far, is to continue to grow both in turnover and qualified staff during 2011.” Do you have any predictions for the next quarter / 12 months? Zia Mody, AZB & Partners; “I feel deal activity will increase in the coming quarter and ahead, but I am doubtful about the level of increase in the capital market space.” Luis Cordero, Cordero & Associates; “We expect real estate to make a final turnaround, although it will be very slow and painful. We expect that with the increase in rental pricing that real estate especially in the non commercial sector will begin to pick up.” Aishwarya Natarajan, D.H.Law: “We definitely see more foreign investment coming in once the global economy is back on track. Indian investors have already been approaching the AIM market for funding and such trends are likely to increase”
Dr. Ismail G. Esin, Esin Law Firm “Due to Turkey’s strong financials and due to the fact that the return on investment ratio and time rates is much higher compared to its alternatives we as Esin Law Firm anticipate growth in the M&A sector as this feature will attract more and more investors to our country. The new Turkish Commercial Code, the Code of Obligations and the Civil Procedure Code have been enacted by the Turkish Parliament this year however all three codes will be in force in 2012 which all will have great effect on the M&A sector. One positive change is the incorporation of joint stock companies with one shareholder which we believe will drive more international investors to Turkey since this omits the need of nominee shareholders.” Maria da Graça Pedretti ;Felsberg, Pedretti e Mannrich law firm ;”Brazil’s economic potential, combined with opportunities linked to hosting the 2014 World Cup and the 2016 Summer Olympic Games, and incentives created by the Brazilian government to foster the country economic growth are predicted to continue to create attractive business opportunities in Brazil. “The expectation is that key opportunities for investors will be in oil & gas, metal & mining, real estate, agribusiness and infrastructure-related sectors, such as energy, housing, transportation, ports, roads, building materials and construction equipment, among others.” Mark Bradt, Houlihan Lokey; “We will continue to see the impact on the M&A market of the massive phase of restructuring that occurred over the past 24 months. Unnatural holders of businesses will have to exit, adding to the deal flow and providing an array of interesting opportunities for our clients. Given our unique position as a very active participant in both M&A advisory and financial restructuring advisory, we are in a unique position to understand the intricacies, dynamics and mindset of these unnatural holders.” Carmen Peli, PeliFilip: “Crisis transactions will continue this year, but as the economy recovers, we will see more interest for the more traditional M&A.”
Lead mandate
Andros Payne Email: andros.payne@humatica.com Web: www.humatica.com Address: 78 York Street, London W1H 1DP. United Kingdom. Telephone: +44 (207) 692 0701
Charles Okeibunor Ayaunor Llb, Bl, Imap(Aus) Email: info@gslegalconsult.com Web: www.gslegalconsult.com Address: 37 B Corporation Drive, Dolphin Estate, Ikoyi, Lagos, Nigeria. Telephone: +2348038268649, +2348072621536
Q: Explain a little about what Humatica does and how this can make a difference in post-merger integration scenarios? There is a dirty little fact about M&A: over half of all mergers and acquisitions fail to create value. Acquirers most often underperform their industry 12 months after the transaction. The reasons for failure are not a mystery. What you do right after the ink on the signatures dries, the post merger integration, determines success or failure.
There has been a gradual increase in number of court referred disputes to mediation. To this end, it has been observed that when matters are filed in the High Court of Lagos, Nigeria, the judge may simply take a second look at the case and make up his mind about whether or not, such matters need be mediated upon first. This decision, once taken compels the parties to approach the Lagos Multi-Door Court House, albeit reluctantly to have their dispute mediated on by professionals.
And, without exception, the reasons why mergers fail are softfactor, organizational problems including poor communications, cultural differences, a breakdown of trust and lack of planning. Humatica is a focused advisory and PMI process facilitator. We deliver structured services to quantify hard and soft-factor aspects about the merging organizations, in order to accelerate integration, realize synergies and avoid risk. Q: What organizational root-causes do you find for failed mergers Remarkably, these can be quite simple and quite subtle. That’s what makes PMI so tricky. Fundamentally, a merger dramatically increases the number and type of decisions about people, structures and processes that must be made in both organizations. Thousands of decisions must be made at multiple levels and often under time pressure. If the merging organizations have different behavioral patterns shaping how decisions are made and executed, then even small things lead to large misunderstandings, poor / no decisions and/or a breakdown of trust. These fundamental organizational problems make it impossible to implement the needed changes to realize top and bottom line synergies. Q: How can Humatica help to avoid these merger risks? By benchmarking specific employee behaviors underlying an organization’s collective ability to make and execute decisions, we are able to anticipate and mitigate soft-factor problems before they become a problem. For example, family businesses and multinational corporations process information very differently. Bringing these two kinds of firms together, without a concrete and granular understanding of the differences, is very risky. However, once it is known one firm makes decisions formally in meetings and the other informally in 1:1 discussions, then the PMI process can be adjusted to avoid conflicts and achieve success.
The commercial sector has been the most active under this category, especially in relation to real estate, with some emphasis on Landlord Tenant relationships, purchase and sale of properties etc. There are also a dash of labour disputes and conflicts arising from the tort of defamation. Given the nature of the business of mediation in Nigeria, and in fact the world in general, it is difficult to discuss timeline for resolution with some form of exactitude. Usually, much depends on the cooperation of the parties and their lawyers where present. On occasions where everything goes well, settlement is reached within hours of mediation. The funding is largely determined by how the dispute arose. If it were a walk-in case, where by parties voluntarily opt for mediation, they bear the associated costs, but in compulsory court referred disputes, the state funds the process and underwrites mediators charges etc. Guardian & Spot Legal Consulting , comprises of Mediators, who are internationally accredited. This qualification and exposure implicates that we are able to resolve disputes by imploring the facilitative process of settlement. Hence, no matter how complicated a dispute may seem, or how grey the area of dispute is, our style equips us to handle them effectively nevertheless. It is worthy of mention that in the last International Mediation Accreditation Programme, one of our lead mediators won the Best Performance Award for Mediation Practice. We feel very honoured and humbled by this achievement as it is an eloquent testimony of our quest for continuous improvement and delivery of service that is unrivalled in the sector. Our goal for the rest of the year is to be instrumental in the resolution of the highest number of commercial disputes, that clog the wheel of progress in Nigeria’s most critical financial sectors. By so doing we intend to save these institutions enormous resources, time and image which are largely compromised in mud slinging alternatives like litigation. I predict that in the coming months we shall play a pivotal role in jumpstarting a revolution in the resolution of commercial disputes .
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Q1 Lead Mandate
What patterns and levels of transaction activity have you witnessed in Macedonia this quarter? “Due to the fact that Macedonia has just begun to recover from the global financial crisis, based on the publicly available records, in our jurisdiction in the last quarter the Commission for protection of competition (CPC) of the Republic of Macedonia has issued only two Decisions based on previously filed Notifications for concentration. In both cases the CPC has determined that the concentrations (resulting from purchase of stakes)are in accordance with the provisions of the Law on Protection of the Competition, and even though the concentrations fall under the provisions of the Law on protection of competition, they shall not have significant impact on obstructions, restriction or distortion of the effective competition in the market or in the essential part of it, particularly as a result of creation and strengthening of a dominant position of the participant.” How has your role changed since the peak of the market? “The partnership comprises of highly trained and experienced professional advocates, each dedicated specifically to an area of the law, to give the best legal assessment and assistance possible. The team is committed to excellence and providing the best service to meet clients' legal needs. The team fulfils the set tasks with a highly professional approach, high degree of efficiency and full commitments to the client’s needs. “CAKMAKOVA Advocates, as one of the first advocate’s partnerships in the Republic of Macedonia has been actively involved in several major deals throughout the last several years. CAKMAKOVA Advocates acted as local legal advisor of Steiermarkissche Bank und Sparkassen AG, Austria in the process of acquisition of 100% of the shares of InvestBanka JSC Skopje, the preparation of legal due diligence report, legal assistance and representing function in the licensing process with the National Bank of the Republic of Macedonia, the Securities Commission of the Republic of Macedonia and the CPC of the Republic of Macedonia.
2011 Review
“CAKMAKOVA Advocates was also a local legal advisor of Alfa Finance Holding AD, Sofia, Bulgaria, in the process of an acquisition of a majority stake of share in International Private Bank (IPB) JSC Skopje.
“CAKMAKOVA Advocates acted as local legal advisor of EVN AG Austria, for the project of privatization and purchase of 90% of ordinary shares in the Joint stock Company for distribution of electricity Elektrostopanstvo na Makedonija,preparation of legal due diligence, as well as legal assistance in the procedure before the CPC for approving the concentration in accordance with the provisions of the Law on Protection of the Competition.” What are the firm’s goals for the rest of the year? “Although the world financial crisis in Macedonia had its peak in 2010, the fact that there have not been any significant investments and acquisitions by foreign or domestic companies, which is in fact our top activity, we can say that 2010 has been on a satisfactory level for us due to the several major litigations where we were actively involved . “We are planning to expand in 2011, both with additional space and by increasing the members of our team.” Do you have any predictions for the next quarter / 12 months? “At the beginning of 2011 there have been announcements for realization of several major projects in Macedonia. But due to fact the current political situation in Macedonia and the holding of early elections in the following months, all notable projects have been postponed for after the enduing of the election process.”
Mrs. Biljana Cakmakova, Managing partner/Attorney at law
Tel: +389 2 3115 205, + 389 2 3233 599, + 389 2 3233 699 Fax: + 389 2 3111 521
Email: cakmakova@mlca.com.mk Website: www.cakmakova.com Address: 8-ma Udarna Brigada 43/3
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Global M&A up 28% from H1 2010 meyerlustenberger Rechtsanwälte Attorneys at Law a.vogel@meyerlustenberger.ch www.meyerlustenberger.ch Austria
PF&P RECHTSANWÄLTE Büro Gasteig flohr@pfp-legal.de www.pfp-legal.de Germany
Mauro RubinoSammartano Bianchi RubinoSammartano & Associati mauro.rubino@brsa.it Italy
DBB Law Benoit Simpelaere bsimpelaere@dbblaw.eu Leonard Hawkes lhawkes@dbblaw.eu www.dbblaw.eu Belgium
Lanning G. Bryer Ladas & Parry LLP lbryer@ladas.com www.ladas.com USA
Ravi Kini M.V. Kini & Company ravikini@mvkini.com www.mvkini.com India
Isabel Dutilh Pablo Usandizaga Tel. (34) 91 431 13 36. Madrid Tel. (34) 93 280 11 44. Barcelona vialegisduitlh.abogados@vialegisdutilh.com www.vialegisdutilh.com
Jean-François Alandry Eurohold,S.L. jfa@eurohold.com www.eurohold.com Spain
Dr. Patrick Giesler Meyer-Köring giesler@meyer-koering.de www.meyer-koering.de Germany
Fred Onuobia G. Elias & Co. fred.onuobia@gelias.com www.gelias.com Tel: (2341) 2806970-1 Nigeria
Uysal & Tolan Law Tel: +90 (212) 328 01 00 Fax: +90 (212) 328 01 61 www.uysal-tolan.com Turkey
Dev Erriah Erriah Chambers deverriah@intnet.mu Tel: +230 2082220 Mauritius
Forty Two
G
lobal M&A for the first half of 2011 totalled US$ 1,161bn, up 27.9% from the same period in 2010 (US$ 907.8bn). Deal count was down by 2.7% at 5,684 announced deals compared to 5,843 for H1 2010. H1 2011 was the busiest H1 period since H1 2008 which closed at US$ 1,266.1bn. Despite a strong start to the year, US M&A dipped in Q2 to US$ 186.3bn, a 33.4% decrease compared to Q1 2011 (US$ 279.6bn), though a 4.4%increase on Q2 2010 (US$ 178.5bn). Even with the Q2 dip, US activity for the first half of the year reached US$ 465.9bn, which is its highest sinceH1 2007 (US$ 844.5bn) and a 44% increase on the same period in 2010 (US$ 323.5bn). JP Morgan, having led the global M&A financial advisory tables by total deal value in the first quarter of the year, has been displaced by Goldman Sachs. Goldman has worked on all three of the largest deals announced in the second quarter of 2011. The growth of private equity-backed buyouts is continuing last year’s momentum, with H1 2011 seeing buyouts valuing a total of US$ 134.7bn. This is 59.2% higher than H1 2010 (US$ 84.6bn), and the strongest first half-year since H1 2008 (US$ 165.5bn). Q2 2011 saw US$ 73.4bn-worth of buyouts, an 19.8% increase on Q1 2011 (US$ 61.3bn). Buyout activity in both Q1 and Q2 2011 was higher than in the equivalent quarters in 2010, by 86.9% in the case of Q1 2011 (US$ 32.8bn in Q1 2010) and 41.7% for Q2 2011 (US$ 51.8bn in Q2 2010). With the announcement of 160 insolvency deals totalling US$ 6.9bn so far this year (down 70% from H1 2010 with US$ 23bn), the value of insolvency deals has continued to go down, and H1 2011 was the lowest first half since H1 2006 (US$
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Mauro Rubino-Sammartano is a senior partner of LawFed Bianchi Rubino-Sammartano & Associati, a firm that is frequently involved in national and international acquisitions and spin offs. Benoit Simpelaere, Partner, and Leonard Hawkes are both Members of DBBs Corporate team. The firm specialises in financing, mergers and acquisitions, for both well-established and start-up companies in diverse sectors including: logistics and distribution networks, real estate, information technology, mining and biotechnology - as well as asset deals for distressed companies. Lanning G. Bryer is a partner in the New York office of Ladas & Parry LLP and is the Director of the firm’s Mergers, Acquisitions and Licensing (“MAL”) Group. Mr. Bryer counsels clients in commercial transactions involving the acquisition, divestiture, licensing, securitization and other commercial uses of intellectual property rights. Ravi Kini is Managing Attorney at MV Kini & Co. M.V. Kini & Co. is a leading Law Firm empanelled with Air India Limited, IATA, Brihan Mumbai Electricity Supply and Transport Undertaking, National Highways Authority of India and others. The firm also advises on projects for Railways, Metro Rail, etc. 6bn). The second quarter, with 75 insolvency deals valued at US$ 3.9bn, saw the lowest Q2 value since Q2 2008 (US$ 3.2bn). Mega-deals (over US$ 10bn) accounted for a total of 17.6% of the value of global M&A announced in H1 2011, with US$ 202.7bnworth of deals announced, up 46.5% from H1 2010 (US$ 138.4bn). European M&A stands at US$ 391.7bn, an increase of 57.5% compared to H1 2010 (US$ 248.7bn) and the busiest H1 period since H1 2008 (US$ 499bn). Q2 saw US$ 215bn-worth of deals, a 21.7% increase compared to Q1 2011 (US$ 176.7bn). Asia-Pacifi c M&A stands at US$ 163.7bn, up 6.8% compared to H1 2010 (US$ 153.4bn) and is the busiest H1 period since H1 2008 (US$ 199.7bn). Q2 activity is down 19.2%, from US$ 90.6bn to US$ 73.2bn. Acquisition International talks to the leading adviser s about the 2011 so far in their jurisdiction… What are the key strengths of your team? Have you won any awards/accolades recently? Mauro Rubino-Sammartano: “The key strength of our team is a long and very large international experience in international deals for Italian clients and in Italian deals for non Italian clients.” Benoit Simpelaere: “Our multilingual team in the heart of Brussels combines a thorough knowledge of the sectors mentioned above with a straightforward commercial approach.” Lanning G. Bryer: “In view of the numerous transactions we have handled over the last 25 years, the MAL Group has extraordinary experience in the area of mergers & acquisitions as it pertains to intellectual property. I have been selected as a “Superlawyer” in the Mergers & Acquisitions Section of New York Superlawyer Magazine the past four years.”
Vialegis Dutilh Abogados is positioned as one of the leading law firms in the Spanish market for all specialisation areas within the scope of business law. With offices in primary business and financial locations in Madrid and Barcelona,Vialegis Dutilh Abogados has become a point of reference in the sector. Isabel Dutilh and Pablo Usandizaga are co-managing directors. EUROHOLD, S.L.specialises in CF in TMT, Health, B2B Services, Logistics, Distribution, Retail, Food Industry and Environment. Jean-François Alandry is CEO of EUROHOLD,S.L. G Elias & Co is one of Nigeria’s leading business law firms. G Elias & Co has an international outlook and an outstanding record of carrying out critical, innovative and complex work to the highest standards. The firm’s corporate finance areas include mergers and acquisitions, corporate restructuring, debt and equity financing. Fred Onuobia is the Managing Partner at the firm. Dev Erriah is Head of Chambers at Erriah Chambers, a firm that specialises in Finance, competition, offshore companies, funds, international banking & privatization, international tax & trust, mergers & acquisition, banking, private equity & venture capital, structured finance, aircraft finance & leasing, international arbitration & litigation. Ravi Kini: “With our pan India presence and on the strength of our dedicated lawyers specializing in their respective fields, we are able to offer the best advice both in litigation and in corporate matters with less turnaround time and on enviable rates. We also have legal professionals who have earlier held high position in banks and hence our team represents a perfect blend of specialized legal professionals with sector specific expertise.” Isabel Dutilh: “The key strengths of our team are mainly three: knowledge, experience and customer relationship. “Our lawyers have a high level of training and extensive experience advising companies in all sectors. And our relationship with customers has been featured in major directories sector.” Dev Erriah: “Erriah Chambers has many qualified tenants specialised in different areas of corporate, financial, civil and criminal litigation, who provide different insights and perspective to the work undertaken.” What experience and expertise do you bring to the table during a transaction, and how does this assist in getting deals through to completion? Mauro Rubino-Sammartano: “Experiencing the same problems of non Italian firms in Italy and of Italian firms abroad gives us a wider background than those who have only a one sided experience.” Leonard W.N. Hawkes: “Transactional success depends on close collaboration with our firm’s specialists in various areas including competition law, tax law and labour law.” Lanning G. Bryer: “We have handled complex multinational
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Mid Year Deal Review Number and Aggregate Value of Deals Globally: Q1 2006 - Q2 2011
transactions involving substantial intellectual property portfolios, as well as more modest transactions. The MAL Group has significant familiarity with the types of provisions that typically need to be included in merger; acquisition and asset purchase agreements as well as knowledge of the laws and practice of the relevant international jurisdictions to which the intellectual property rights pertain. Because of this specialized knowledge accumulated over many years, the MAL Group requires little in the way of a learning curve to handle intellectual property transactional matters on behalf of its clients.” Jean-François Alandry: “Seniority in negotiations lead, sectors knowledge, crossborder transactions experience, total implication in deals completion including data-room organization or due diligence supervising and participating to SPWA negotiation.” Fred Onuobia: “The key strengths of our team are practical legal knowledge and experience and focus on the specific
Forty Four
requirements of the transaction. Experience has shown that clients are often focussed on the particular goal in sight and fail to see the larger legal, regulatory and business landscape. My team’s role is to merge the clients’ goals with the extant and potential legal and regulatory regime.” Dev Erriah: “Apart from being a Trust and Estate Practitioner (TEP), I have more than 10 years experience, specializing in the legal aspect of offshore business activities, international banking and finance, investment funds of all form, international and domestic tax law, international tax planning, international trust law and domestic trust, corporate laws, structured finance, international business law, domestic and international litigation, cross border insolvency, assets tracing and protection, economic crime and money laundering law, air-craft leasing and financing, aviation and shipping law, legislative drafting, drafting trust documents, commercial transaction documents, legal opinions on all areas of law, due diligence reports on local
companies and litigation, tailoring all such services to meet specific clients’ needs. “I was also the first Chairman of STEP Mauritius (Society of Trust and Estate Practitioners) respectively. I am also a member of the International Bar Association and forms part of Committees N (TAX) and E (Banking).” Have there been any notable deals (size, complexity, duration, etc.) that you’ve been involved in over the last quarter? How were you able to secure the role/s? Mauro Rubino-Sammartano: “Our clients include multinationals and foreign Governments. Our Bar expects its members to treat information on clients and their business in strict confidence.” Lanning G. Bryer: “Ladas & Parry LLP represented Merck & Co, Inc. in their merger with Schering-Plough involving the transfer of ownership of tens of thousands of patents. The MAL Group has also represented Chrysler Group LLC in
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Mid Year Deal Review marshalling its foreign patent portfolio as collateral for financing obtained from private institutions and The United States Department of the Treasury. Ladas & Parry, LLP has also assisted PPG Industries, Inc. in regularizing ownership of thousands of trademarks acquired from SigmaKalon.” Ravi Kini: “Few of our recent deals comprised of advising Mumbai-based technology Infrastructure Company in the acquisition of Bangalore-based e-governance service provider, in an all cash deal to increase the company’s hold in e-governance projects. We have also assisted a world-class manufacturer of high quality electronic components for the global industrial and telecom in the acquisition of a Company registered in England and Wales engaged in the business of manufacturing all types of transformers and inductors.” Jean-François Alandry: “Yes, purchase of Xacom by JZI and participation of SES Iberia (Siparex/Banco Espirito Santo) in GLT. Those 2 PE accepted to
invest in these fast growing, profitable and exporting Spanish companies despite of local economical crisis and taking into account our recommendations.” Fred Onuobia: “Some of the several top deals we advised on include the Central Bank of Nigeria (“CBN”)/Bank of Industry US$3.3bn Quantitative easing lending (the largest lending ever in Nigeria), the Asset Management Corporation of Nigeria US$20bn Bond Issuance Programme (the largest ever bonds offering in Nigeria) and the NGL II Project US$1.1bn Additional Debt Tranche. We secured these roles through bids, referrals and introductions.” Dev Erriah: “We have numerous deals last quarter, inter alia, a cross border loan transaction for an extended loan amounting to USD 50 million with the borrower from Singapore, multiple guarantors from Mauritius and Cayman Islands, syndicated loan transactions notably between local company and various local banks for an amount of MUR 80 million and other loan transactions between local and foreign borrowers.”
How does your firm add real value to the deal? Mauro Rubino-Sammartano: “If our firm adds a real value to the deal, it is its focus on psychology to understand the other party and to conduct patient and creative negotiations.” Benoit Simpelaere: “The Belgian economy is founded on small and medium sized private companies. Counselling these clients involves working with them on all steps in the life-cycle of a company, including development by external growth, mergers or acquisitions, divestiture and, indeed, dissolving a business.” Lanning G. Bryer: “My colleagues and I always put their clients’ objectives first and foremost; used to working under tight deadlines, and being able to access an expansive database of proprietary transactional documents enables the Group to promptly and accurately analyze and process the necessary data.” Pablo Usandizaga: “The added value: our way of working based on our values
13th Fl., 27 Sec. 3, Chung San N. Rd., Taipei 104, Taiwan, R.O.C. Tel: 886-2-25856688 Fax: 886-2-25989900/25978989 Email: email@deepnfar.com.tw www.deepnfar.com.tw
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(clear approach, applying legal criteria to solutions, commitment to providing results and client relationships based on trust) and our professional team. “The economic crisis has highlighted the importance of partner participation along all the legal advice. But this was our firm´s approach. For Vialegis Dutilh Abogados giving the best service and to add value to the clients has been our goal.” Jean-François Alandry: “Another time strong knowledge at an international level of determined activity fields, cultural proximity and strong control of all the process.” Fred Onuobia: “Our values of teamwork; responsiveness to clients’ requests; creativity; ethics; continuous improvements in everything that we do; and exceeding clients’ expectations enable us to add value to the deal by providing creative and business-oriented solutions to the complexities of the deal.” Dev Erriah: “Erriah Chambers is a high-quality Chambers specialising in International tax law, International trusts law, International Business laws and all aspect of offshore business activities.
Forty Six
We always have in focus to provide a better, faster, higher value legal product to sophisticated purchasers of legal services. We continue to aim at providing personalised services to all client and to remain available at all times for assistance.” What patterns and levels of transaction activity have you witnessed in your jurisdiction over the last six months? How has Q2 compared to Q1? Leonard W.N. Hawkes: “On 14th June the Belgian D’Ieteren Group announced that it would sell its controlling stake in Avis Europe for 315 UK pence per share valuing Avis Europe at about 719 million €uros. “Also on 14th June the Belgium based chemical company Tessenderlo announced it had signed an agreement (subject to EU approval) to sell polyvinyl chloride (PVC) and chlor-alkali businesses to INEOS ChlorVinyls (part of UK-based Kerling, a leading manufacturer of PVC and caustic soda in Europe) for €110m on a cash-free, debt free basis. “On 23 June, Ageas, the Dutch-Belgian company, announced that (subject to
regulatory approvals) it would transfer all of the run-off business of its (former Fortis) reinsurance captive Intreinco to Swiss Re. The transaction will, reportedly, be structured as a transfer of liabilities (amounting to €143m as at 31 December 2010) against a one-off payment by Ageas to Swiss Re.” Lanning G. Bryer: “Despite the softness in the economy, our firm has noticed an increasing level of activity in the area of M&A. Absent major disruptions to the economy; we believe this trend will continue. The second quarter has been equally, if not more active. Certainly we have not seen any significant retrenchment in the M&A area.” Isabel Dutilh: “We have observed an increase in the volume of operations. Most of them are consolidation movements and acquisitions of Spanish companies by foreign companies. There are good and solid Spanish companies with cash flow problems due to the difficult access to credit. This is seen as an opportunity to enter the Spanish market.”We have observed an increase in the volume of operations. Most of them are consolidation movements and acquisitions of Spanish companies by foreign companies. There are
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Mid Year Deal Review good and solid Spanish companies with cash flow problems due to the difficult access to credit. This is seen as an opportunity to enter the Spanish market.” Fred Onuobia: “The surge in activity has been largely banking sector-specific and has remained unchanged both in Q1 and Q2. The CBN has set a September 30, 2011 deadline for undercapitalised banks to recapitalise or be liquidated.” Dev Erriah: “Mauritius is progressively paving its way to establishing a solid investment fund industry in the offshore sector, the banking sector alone is over $1 billion. About 90% of the active funds invest in Indian securities and shares and more than half of the registered offshore funds are listed on international stock markets. South Africa, the United States, India and Non-Resident Indians represent the major sources of offshore investment.” The first half of 2011 has marked a significant increase in M&A activity in many regions across the globe. What factors have driven this? Mauro Rubino-Sammartano: “An increase in acquisitions is characterizing 2011 while also spin offs are frequent. We have noticed a clear willingness to acquire transnational markets.” Benoit Simpelaere: “Different reasons appear to have driven the Belgian companies’ divestment decisions mentioned above: but infact they have a common theme, which is bringing focus to a core business. D'Ieteren explained that its business would become less cyclical and less capital intensive. Tessenderlo will exit from the commodity chemicals market and can focus on higher margin speciality chemicals. Ageas will simplify its organizational structure and should have no reinsurance liabilities on its general account by year end.”
partnerships abroad.”
have taken the initiative.”
Jean-François Alandry: “In our opinion recovery of occidental stockexchanges , a strong Private Equity activity after a 3-year grey period and a global move to a new international economical model.”
Lanning G. Bryer: “We have seen activity in the automobile manufacturing and rental industry, the retail catalog industry, and the online service and publishing industry. Buyers are not limited by geography. Well run companies that have substantial cash balance sheets are uniquely positioned to look for and seize growth opportunities. That can happen anywhere.”
Dev Erriah: “A higher level of investments has been the main cause of this increase. The stabilisation of Mauritius’ offshore sector along with many more regulations is very much assisting the monitoring of the framework. Finally, there may be some reputational risks associated with potential money laundering in the offshore sector, though recent measures to strengthen the Anti Money Laundering (AML) regime should help to mitigate this vulnerability. So far this year we have seen some major transactions outside of the typically lucrative industries; which sectors have been particularly active in your jurisdiction? And who and where are the buyers? Mauro Rubino-Sammartano: “Fashion, luxury, great distribution, food industry, transportation and energy are amongst the main areas. European firms which were frequently the object of American deals, in recent years
Jean-François Alandry: “The credit crunch has obliged investors to move towards less leveraged transactions and different industries capable o generate returns thanks to double digit growths. Health, Technology, Environment and Renewable energies are clearly under spotlights.” Fred Onuobia: “ The banking sector has seen the most activity. Buyers have been a combination of foreign private equity firms and local entities.” Dev Erriah: “The location of Mauritius, situated in the Indian Ocean between Africa, China, India, and Australia, offers a successful business base and proximity for both regional and international trade. U.S. companies use Mauritius as a launching
Number and Aggregate Value of Deal by Industry - Q2 2011
Lanning G. Bryer: “Companies have accumulated large amounts of cash and are waiting for appropriate investment opportunities. Compared to a few years ago, the economy is more stable, so companies are likely looking to seize opportunities more aggressively.” Pablo Usandizaga: “The economic recovery experienced in other countries has had reflect in the increase of activity. And it has also encouraged Spanish companies to internationalize and try to look for
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Mid Year Deal Review platform to tap regional markets through Mauritius’ membership in the Southern African Development Community (SADC) and the Common Market for Eastern and Southern Africa (COMESA), which offer preferential access to a market of 400 million consumers.” In 2008 the US market fell first to credit crunch causing ripple effects across the globe, now on a reported upward swing, the US’s current position bodes well for a full global recovery. Have you witnessed any encouraging signs of economic recovery within your jurisdiction this quarter? Mauro Rubino-Sammartano: “There are in our opinion signs of economic recovery and even more that the business does not want to remain passive and is optimistic as to its own energies.” Lanning G. Bryer: “Companies are cautiously getting back in the M&A market even though they still have their eyes fixed on costs. However, if they see the ability to obtain market share or some other revenue enhancement at possibly discounted value, they will go after it. This quarter, well managed companies with good balance sheets have an opportunity to act and a number of them are doing so. We anticipate that this trend will continue unless unforeseen negative factors come along to disrupt it.”
Ravi Kini: “Like many other sectors, due to timely action and strong policies and guidelines framed by the Government, the global downturn had not much impacted the Indian industry. In fact during the global meltdown, the Indian industry has witnessed a comparatively high mergers and acquisition deals across the world. Taking into account economic growth and development of infrastructure in India large deals are expected in 2011.” Jean-François Alandry: “It seems to be that international large private equity players have decided to invest now in Spain due to the proximity of an economical recovery and to the strong and profitable (see relative weight in IBEX 35) LATAM link.” Fred Onuobia: “There have been sustainable reforms implemented by the CBN and the Securities and Exchange Commission. The appetite of the banking sector to lend has since improved as a result of these reforms.” Dev Erriah: “The real economic growth is expected to rise during the second half of 2011 as global manufacturing improves. The global economic recovery is thus anticipated to remain broadly on track for the year as a whole despite significant downside risks in a few specific economies.”
Do you have any predictions regarding Q3 M&A activity within both your jurisdiction and from a global perspective? Mauro Rubino-Sammartano: “Based on such impressions, we expect acquisitions to continue at the same pace, if not to improve.” Leonard W.N. Hawkes: “Energy, health, insurance and technology sectors that consistently generate cash seem most likely to generate new mergers and acquisition activities.” Lanning G. Bryer: “Unless there are significant new or aggravated negative economic factors, we anticipate that the level of merger activity will continue to climb. If economic factors improve, then merger activity would accelerate at a faster pace.” Dev Erriah: “We expect to see a higher level of investments and a few joint ventures. The stabilisation of Securities Act in Mauritius along with many more regulations is very much assisting the monitoring of the framework. We have recently seen the opening of the first Islamic Bank in Mauritius for retail and investment banking and with the everincreasing improvement of the local legal and regulatory framework to cater for Islamic Banking practices, we may anticipate an increase in demand for legal assistance in this specialised practice.”
Shahram Safai
Head of Real Estate
Emirates Towers, Level 35, PO Box 9371, Dubai, United Arab Emirates Afridi & Angell is a commercial law firm with offices in Dubai, Abu Dhabi and Sharjah and has over 35 years of experience in the UAE and Middle East and South Asia ("MESA") regions. Shahram Safai is a partner and the head of Real Estate department at Afridi & Angell. "We have 8 partners and around 30 associates drawn from UK, USA, Australia, India, Pakistan, Canada, Lebanon, Sudan and Egypt servicing clients including financial institutions, public sector bodies, successful businesses and private individuals. "Our partners are leaders in their fields across a broad range of practice areas including corporate & commercial, private equity, banking & financial services, capital markets, privatization, infrastructure and project finance, maritime and transport, litigation & arbitration and real estate." What areas of real estate do you (and your team) specialise in? "Afridi & Angell represents clients across the entire spectrum of real estate development, from master community developers and project developers, to unit purchasers, contractors and subcontractors. "Our advice covers the lifespan of real estate development from the acquisition of the plot and registration with the relevant authorities, to sale of units off-plan and completion of construction, through registration of the Owner's Association and the documentation governing the management of jointly owned property.
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Tel: +971 4 330 3900 Email: ssafai@afridi-angell.com Web: www.afridi-angell.com
Have there been any notable deals (size, complexity, duration, etc.) that you've been involved in over the last quarter? How were you able to secure the role/s? "We were instructed in the we were instructed in the sale of Ritz-Carlton hotel in the Dubai International Financial Centre ("DIFC"), one of the free zones within Dubai, for AED 1.1 billion. The deal is the first of its nature in the DIFC and involves (a) the registration of the first strata plan pursuant to the DIFC's Strata Title Law, establishing a scheme of easements and covenants governing the interaction between the hotel and the adjacent Limestone House and (b) the creation of the first body corporate under the DIFC's Strata Title Law to manage the common property the hotel and the adjacent Limestone House." What patterns and levels of transaction activity have you witnessed in your jurisdiction over the last six months? How has Q2 compared to Q1? "The political upheaval that has been experienced across parts of the Middle East has led to some concerned parties seeking to move investments and bases of operations from affected areas to Dubai. This has led to increased numbers of real estate transactions. The current oversupply in the real estate market, though, has prevented there being any perceptible increase in market prices." "Comparing Q2 to Q1 we have seen an increase in the level of construction disputes. Whereas previously disputes tended to be limited to those between unit purchasers and developers, now some developers' income has dried-up to the extent that they have become unable to pay their contractors. As we move into Q3 and Q4, it is expected that this litigation will trickle-down further so as to involve sub-contractors."
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Middle Point T
he WTS’s consulting activities in the corporate finance sector focus on the tax, legal and financial advice of M&A transactions and complex re-organisations. Acquisition International speaks to Prof. Dr. Alexander Hemmelrath, a member of the executive board of WTS GROUP Aktiengesellschaft and managing director of WTS Hemmelrath GmbH. “Based on our broad knowledge of national and international corporate tax law we not only develop from a tax and legal point of view highly sophisticated acquisition structures. We also have long experience in providing financial, legal and tax due diligences. And after closing we negotiate the acquisition structure with the tax authorities and we provide post merger integration services.” So what are the key strengths of your team? Have you won any awards/accolades recently? “The special expertise my team can offer comprises particularly tax optimizing structures based on many years of in house experience in well-known corporations and consulting companies. Furthermore, our clients enjoy to be provided with financial, legal and tax advice from one team only! “Best Lawyer Germany” 2010 and 2011 by World Finance legal services and “Best Tax & Accountancy Advisor Germany” 2010 by European CEO. What experience and expertise do you bring to the table during a transaction, and how does this assist in getting deals through to completion? “Over the last 30 years of my professional activity I certainly have gained a very good sense of clients’ needs and motives combined with a solid solution-orientated approach to my advice. Ongoing development and deepening my professional expertise, of course, always has been a vital skill in my comprehension of a dignified advisor. Consequently I structure a deal for my clients, negotiate it and finally draft the agreements.”
Prof. Dr. Alexander Hemmelrath Prof. Dr. Alexander Hemmelrath, how does WTS Hemmelrath GmbH add real value to the deal? “With regard to consultancy, we encounter challenges which are as versatile as our clients. We individually develop the best solution for every issue. This requires comprehensive expertise and professionals being able to think out of the box. This is why the experts from our various fields of business work together very closely in an intersectoral and interdisciplinary way.” The first half of 2011 has marked a significant increase in M&A activity in many regions across the globe. What factors have driven this? “On the one hand, at least in Germany economy has revitalized significantly. On the other hand, due to signs of growing inflation investors were decreasing liquidity.” So far this year we have seen some major transactions outside of the typically lucrative industries; which sectors have been particularly active in your jurisdiction? And who and where are the buyers? “We see a growing number of private investors and family owned businesses looking for either innovative investments or comparatively cheap opportunities to add to their portfolios.” In 2008 the US market fell first to credit crunch causing ripple effects across the globe, now on a reported upward swing, the US’s current position bodes well for a full global recovery. Have you witnessed any encouraging signs of economic recovery within your jurisdiction this quarter? “Signs in the Germany market show that the German economy has even considerably more recovered than the US economy.” Do you have any predictions regarding Q3 M&A activity within both your jurisdiction and from a global perspective? “My view is that M&A activity will continue to increase during Q3.”
Prof. Dr. Alexander Hemmelrath alexander.hemmelrath@wts.de www.wts.de Thomas-Wimmer-Ring 1, 80539 Munich, Germany +49 89 28646 0
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AVMT ADVOCATES International corporate work is at the heart of AVMT Advocates’ practice. Bank lending and restructuring are areas of strength as part of a broader financial services practice. Anton Micallef is Partner at the firm. What experience and expertise do you bring to the table during a transaction, and how does this assist in getting deals through to completion? “We are a small dedicated team which has worked together for more than ten years in Malta where we have acted on the buyer or seller side including involvement in almost all the major privitisation transactions ranging from the airport, telecoms, port concessions and energy sectors. Our proactive, business like, practical approach to identifying legal frameworks and contract language that succeed in capturing the true business spirit of the deal have proved to be key to our success. We have advised on transactions whose values range from € 50 million to €1 billion.” How does your firm add real value to the deal? “We have the mind set of a businessman who wants to secure the deal and not that of a typical lawyer who gets lost in drafting and tries to secure prima donna roles.”
Dr Anton Micallef Ph.D.(Lond.) PARTNER
Level 15 The Business Tower, Portomaso, Malta
Tel: 356 21 382 111 /999 Email: amicallef@avmtgroup.com The first half of 2011 has marked a significant increase in M&A activity in many regions across the globe. What factors have driven this? “The opportunities for competitive acquisitions of companies coming out of a recession. Economy is generally level with steady growth in the tourism sector and overall positive despite the international recession.” Do you have any predictions regarding Q3 M&A activity within both your jurisdiction and from a global perspective? “The online gaming industry in Malta will continue to grow and fuel M&A work.”
“Our proactive, business like, practical approach to identifying legal frameworks and contract language that succeed in capturing the true business spirit of the deal have proved to be key to our success. We have advised on transactions whose values range from €50 million to €1 billion.”
Achim Bader
Senior Manager
Thomas-Wimmer-Ring 1, 80539 Munich, Germany
Tel: +49 89 28646 2728 Email: achim.bader@fortesse.de Web: www.fortesse.de Fortesse Consulting GmbH is one of the fastest growing Business Consulting companies in Germany today, specialising in helping their clients to complete and generate the most value from their sell side as well as their buy side transactions. Achim Bader is a Senior Manager Transactions and Restructuring & Turnaround Management at Fortesse Consulting GmbH in Munich, Germany. What patterns and levels of transaction activity have you witnessed in your jurisdiction over the last six months? How has Q2 compared to Q1? “M&A activity has increased significantly compared to the same period last year. So far we see about the same high level of activity in Q2 compared to Q1. Many clients who haven´t sold their companies in 2010 are now eager to sell.” The first half of 2011 has marked a significant increase in M&A activity in many regions across the globe. What factors have driven this? “We can see that the increased deal activity is due to the need for catching up combined with the rising board level confidence, the cash on the balance sheet and the once again available access to credit.”
So far this year we have seen some major transactions outside of the typically lucrative industries; which sectors have been particularly active in your jurisdiction? And who and where are the buyers? “We have had transactions from different industries within the first half year of 2011 but we see that within mechanical engineering industry there has been lots of activity. Buyers are truly international - We have seen activity especially from buyers in the US, India or China in the market.” Do you have any predictions regarding Q3 M&A activity within both your jurisdiction and from a global perspective? “Despite the turbulences in the world we believe that the level will increase during the second half of the year within our jurisdiction since there has to take place still a lot of catching up and the German economy is currently doing very well. “
Rainer A. Kuhnen Senior Partner
Prinz-Ludwig-Strasse 40A, 84354 Freising, Germany
Tel: +49 8161 608 302 Email: RAK@patentfirm.de Web: www.patentfirm.de Kuhnen & Wacker has 35 years of experience in the field of Intellectual Property and over time has acquired an excellent international reputation. Rainer Kuhnen is Senior Partner and Co-Founder of Kuhnen & Wacker, alongside Paul-A. Wacker. The firm has 75 employees and 15 attorneys. Please describe a typical client? “We service both the domestic and overseas markets; from Individual or SME specializing in some technological niche and requiring world-wide protection for its leading edge technology to big corporations needing large numbers of patents around the world.” How does your firm stand out from local competitors in terms of the services you offer? “We are dedicated to service our clients with highest quality at still reasonable costs. We have a fine mix of older attorneys with huge experience over time, and younger very energetic attorneys, who may, in case of need, rely on the experience of their older colleagues.” What does an IP adviser bring to the deal table? “In a word “due diligence”, firstly we conduct an analysis and value assessment of the IP portfolio (patents, trademarks, designs) to be purchased with the company, and
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then make the analysis of licensing in and licensing out contracts as to problems or even deal-breakers. “Examples for a show stopper: (a) the company to be purchased has licensed out a very important product to the main competitor, and this contract cannot be quickly terminated; (b) an important product has been licensed in by the company to be purchased, and this contract can be quickly terminated.” Why is intellectual property a company's most valuable asset? And what steps should a company take to protect their IP? “Renowned trademarks are most valuable because they can be maintained infinitely. Important patents (example: block busters) may generate a huge cash flow for many years as no competitor can undercut good prices. Companies should file with PTO’s and invest enough money in initial filing to optimize this.” What are you predictions for IP law in your jurisdiction over the coming 12 months? "Wording of the Regulation for the new unitary EU patent available for all EU countries except Italy and Spain. Will come into effect soon."
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Mid Year Deal Review Serene Lim
Resident Director
1 Fullerton Road, #02-01One Fullerton, Singapore 049213
Remit Now International Limited’s Singapore Desk specializes in advising and private clients/corporations on pre-migration and pre-investment matters as well as negotiating executions and divestments.
What are the key strengths of your team? Have you won any awards/accolades recently? “For non Singapore generated activities, Singapore taxable income is based on remittance basis. We are very strong in this particular field in advising client on structuring remittance. Many of our transfer-in clients really appreciate our knowledge and execution which distinguishes our service from the rest.” How does your firm add real value to the deal? “As we only serve the expatriates, foreign private investors and foreign corporations, our menu is catered to turn potential uncertainties into calculated risks with several contingent strategically solutions (e.g. to further, diversify, change, exit or wait).”
The first half of 2011 has marked a significant increase in M&A activity in many regions across the globe. What factors have driven this? “Fluctuation of currencies, commodity prices, relocation of funds (for instance after the Japan earthquake in March) and (re)valuation of assets and liabilities are the key factors in the significant increase in M&A activity in many regions across the globe in the first half of 2011. Re-election of governments of Singapore and its trading partners are also a key factor.”
Tel: +65 650 41366 Email: serene.lim@remitnow.biz Web: www.remitnow.biz
So far this year we have seen some major transactions outside of the typically lucrative industries; which sectors have been particularly active in Singapore? And who and where are the buyers? “Property markets have been particularly active in Singapore. Buyers are from local as well as from overseas. China, Malaysia and Indonesia are main overseas buyers.”
Do you have any predictions regarding tax and compliance in Singapore? “To certain extent, we can predict Singapore fiscal policy from the updates of HK fiscal policy. We do not foresee any significant changes in the coming corporate tax and compliance in Singapore.”
“For non Singapore generated activities, Singapore taxable income is based on remittance basis. We are very strong in this particular field in advising client on structuring remittance. Many of our transfer-in clients really appreciate our knowledge and execution which distinguishes our service from the rest.”
David Marshall Partner
87 Mary Street, Grand Cayman, KY1 9001, Cayman Islands
David Marshall is partner with Walkers in the Cayman Islands, working in the firm's Global Investment Funds Group. David specialises in private equity transactions and hedge fund transactions, including fund formations, parallel funds, co-investment and alternative investment vehicles, as well as acquisitions, disposals, joint ventures, takeovers, restructurings and general corporate and partnership matters. Walkers' specialist Private Equity practice group, consisting of more than 20 lawyers practising in eight offices around the globe, across six time zones and on three continents, advises almost 70 percent of the world’s largest and most successful private equity firms. We are consistently ranked in the top tier of all the major publications for offshore legal service provided to private equity funds. “Because our multidisciplinary team has been recruited from the corporate practice groups of some of the world’s leading onshore law firms, our lawyers are able to advise clients throughout the life of a Private Equity fund, from formation to downstream spend to their ultimate exit from investments. Our job is to be an integral and active part of the client’s team. We pride ourselves on our ‘can do’ ethos and straightforward and commercial approach to problem solving, focused on getting the deal done as efficiently as possible and with minimum fuss. Clients comment that our lawyers are always available and our experience, well developed know-how and systems enable us to respond substantively on short notice.
Stelios Stylianou Senior Partner
Tel: +1 345 814 4582 Email: david.marshall@walkersglobal.com Web: www.walkersglobal.com
“We have advised on the structuring, formation and restructuring of some of the most complex and ground breaking fund raising and investment platforms, where the quality and value of innovative counsel is at a premium. Importantly we are not solely focused on the megadeal. We are always eager to identify and foster entrepreneurial spirit, and the managers of smaller funds and startup enterprises find our experience and cost-effective solutions invaluable to their ambitions.”
The first half of 2011 has marked a significant increase in M&A activity in many regions across the globe. What factors have driven this? “A period of relatively stable financial markets has underpinned a cautiously favourable climate for M&A activity. A greater number of private sales have also ensured a more realistic alignment of expectations between buyers and sellers. Furthermore, with many large investment funds, particularly in the US, coming towards the end of their investment periods, these deadlines have been something of a catalyst to M&A activity. “We have also seen a particularly active period of M&A activity in small to mid-cap transactions as companies in this sector broaden their horizons, becoming more global in their investor bases and strategic outlooks. With dry power in store due to conservative cash management techniques and modest expectations for organic growth it has been through bolt on acquisitions that investors have looked to add size and expertise. At the other end of the scale, the first half of 2011 has seen the comeback of the private equity powerhouses with public transactions, resulting in a particularly busy period with regard to dealflow.”
Dina Dousca-Stylianou Co-Founding Partner
12 Platonos Street, 4th Floor, GR-18535 Piraeus, Greece.
Tel: +30 210 411 7421 Email: twostyls@stylianoulawyers.com Web: www.stylianoulawyers.com
It has been acting as legal counsel in Greece for ship and aviation insurers, P&I Ship Mutual Assurance Associations, shipowing companies and airlines in all aspects of shipping and aviation law including but not being limited to ship collisions and casualties, air accidents, passenger and cargo claims, ship sale and purchase, transfer and lease of aircraft, litigation and arbitration in ship and aviation disputes.
Swissair DC-8 fatal accident at Athens airport in October 1979, the Egyptair Boeing 737 hijacking at Athens airport in November 1985, the Olympic Aviation aircraft crash at Samos Island in August 1989, the Falcon Mystère 900 accident off Bucharest on 14.09.1999, the EKAB/Helitalia two Agusta A109E helicopter crashes off Athens and in Anafi Island on 14.01.2001 and 17.06.2002 respectively, the Helios Boeing 737-300 aircraft crash off Athens on 14.08.2005 in which 115 passengers and 6 crew members lost their lives, the Chinook military helicopter fatal accident off Athos mount on 11.09.2004, the crash of Olympic Aviation Schweizer helicopter off Athens on 22.04.2008 and the crash of helicopter Bell 206B in the area of Crete Island on 05.08.2010.
In the course of its more than three decades of life the firm has been involved in all major air accidents which have occurred in the area of Greece and specifically the
The firm's aviation law team comprises Dina Dousca-Stylianou, Mara Stylianou, Ariana Stylianou and Petros Blessios.
The law firm Stylianou & Stylianou was established in early 1978 by Stelios P. Stylianou and Dina Dousca-Stylianou. Since its setting up Stylianou & Stylianou developed and flourished in its two main fields of expertise, that is shipping and aviation law.
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cquisition Interntional speaks Napoleão Casado Filho, one of the partners in Clasen, Caribé & Casado Filho Sociedade de Advogados, who specialises in International Arbitration about dispute resolution in Brazil. “We have advised British company in a major Arbitration case in the Arbitral Center of BrazilCanada Chamber of Commerce (Brazilian most reputed Arbitral Center). Napoleão Casado Filho is the coach of the Pontifícia Universidade Católica team in the Willem C. Vis International Commercial Arbitration Moot in Vienna, helping undergraduate and post-graduated students to develop their advocacy skills, especially in Commercial Arbitration. Roberto Gomes Caldas has advised some of the main Brazilian Infrastructure companies in some arbitral proceedings in Brazil. Who normally engages your services– i.e. large multinationals/government etc? “As our firm has an international atmosphere, being able to help our clients in deals involving different states and cultures, multinationals are one of our main clients, but local enterprises also engage our services. We have clients from France, Japan, Portugal, United States and Netherlands. What experiences do you posses in terms of international disputes and the laws of different nations? “Napoleão Casado Filho is Associate Professor of Conflict of law in Pontifícia Universidade Católica and of International Arbitration in the Post Graduation Programme of FGC (Fundação Getúlio Vargas). Roberto Gomes Caldas is Scholar in Administrative Law in Pontifícia Universidade Católica. Our clients continuously need advice when drafting their contracts in regard to this matter.”
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How has your role changed since the peak of the market? (i.e. shaping deals, different deal structures etc) and how does your firm differentiate itself from the competition? “ We do invest in our Counsel’s formation in the main universities of Brazil and worldwide. Arbitration has incredibly increased in Brazil in the last decade and we believe that taking part in the main events of Arbitration (ICCA Congress, ICC Events and CCBC group of studies) is the best way to keep in touch with the international arbitration community.” In Q1, we saw the return of the large deal in your jurisdiction (Telefonica's move to acquire a controlling stake in Vivo). Have you seen any further evidence of investor confidence returning to Brazil? “Actually, we understand that investor confidence has not fallen in the last 2 years. As the new government seems to have a better control of public expenses then its predecessor, we believe that economic stability in Brazil will continue, keeping investor’s confidence in high levels.” Which sectors are attracting foreign investors? How has this impacted on investment immigration? “Brazil is not only economical opportunities. It has also a very friendly atmosphere in regard to foreigners in general. Thus, not only big companies have arrived in Brazil in the last decade, but small entrepreneurs have chosen Brazil as their new place to invest and live. In the last year, 55,000 foreigners have obtained a visa to live in Brazil. Many of them are investors that may apply to a Visa with a minimum investment of 50,000 USD and the creation of some local jobs.”
What are the firm’s goals for the rest of the year? “Our goal is to establish long-term relationships with our clients, based on quality, efficiency and ethical commitment.” Do you have any predictions for 2011, in terms of demand for International Arbitration and investment immigration in Brazil? “We believe that the real state area and the Construction Industry will lead the investments in Brazil for the rest of the year, as the World Cup 2014 approaches and the Olympic Games 2016 is quite near. Investment immigration in these areas shall rise, and the litigation and arbitration proceedings tend to follow this pace.”
Napoleão Casado Filho napoleao@ccflaw.com.br Roberto Gomes Caldas robertocsgcaldas@uol.com.br www.ccflaw.com.br Rua Augusta, 1939 – cj 111 Tel: +55 11 3063 2816