Acquisition International • March 2015
Leading Brokers of 2015 Established in 1957, Apex Insurance Services are a local Insurance Broker for local people, with traditional broking values. We spoke to them about how they offer a fast, reliable face-to-face personal service. / 63
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Deal of the Year: Intuit Inc. Acquires KDK Softwares Private Limited AI spoke to Nikhil Arora, Vice President and Managing Director at Intuit India, on the landmark deal and the growing sense of optimism among Indian businesses. / 28
Deal of the Month: Gemfields Acquires Montepuez Gem Licenses We caught up with Ian Harebottle, CEO of Gemfields, to find out how his company’s recent acquisition of mining and exploration rights at Mozambique’s Montepuez ruby deposit is set to change the global ruby trade forever. / 10
Also inside this issue... Deal of the Month: BlueSnap Raises $50 Million for Its Global Payment Processing Tech BlueSnap tell us about their $50 Million deal, which the company will put towards investing in their smarter payment gateway by adding more payment types, acquirers and product enhancements to help merchants sell globally in a snap. / 14
Deal of the Month: Alcumus Acquisition of Safety Management & Monitoring Services Martin Smith, Chief Executive Officer at Alcumus, shares his vision for growth within the TIC and GRC markets. / 16
Deal of the Month: First State Investments Acquire Helsingborg-Helsingør Route First State Investments are a global asset management business with experience across a range of asset classes and specialist investment sectors. We spoke to them about EDIF and their strategy behind the deal. / 18
Dealmaker of the Month: Emory & Co assists Duff & Phelps’ Acquisition of American Appraisal Emory & Co. is a boutique investment banking firm located in Milwaukee, Wisconsin. We spoke to John Emory Jr about the enormous pride of being selected as financial advisor to American Appraisal’s board, and how it made them feel like “the pro’s pro.” / 32
DEEP & FAR
Attorneys-at-Law 13th F1., No. 27, Sec. 3, Chung San N. Rd. Taipei 104, Taiwan, R.O.C. Tel: +886-2-2585-6688 Fax: +886-2-25989900/25978989 email@deepnfar.com.tw Deep & Far was founded in 1992 and is one of the largest law firms in this country. The firm is presently focused on the practice in separate or in combination of all aspects of intellectual property rights (IPRs) including patents, trademarks, copyrights, trade secrets, unfair competition, and/or licensing, counseling, litigation and/or transaction thereof. Since this firm edges itself into the IPRs field, the firm quickly comes to fame. As an illustration, this firm often is one of the largest sources from which foreign filing orders originate. The fascinating rise of this firm begins from the founder of Deep & Far attorneys-at-law, C. F. Tsai, who is the one first patent practitioner in this country who both has technological and law backgrounds and is qualified as a local attorney-at-law. The patent attorneys and patent engineers in this firm normally hold outstanding and advanced degrees and are generally graduated from the top five universities in this country and/or the university in the US. Our prominent staffs are dedicated to provide the best quality service in IPRs. As a proof, about one half of top 100 incorporations in this country have experiences of seeking patented their techniques, but more than one fifth of the top 100 incorporations are/were clients of this firm. Furthermore, Hi-Tech companies in the science-based industrial park located at Hsin Chu play an important role in booming the economy of this country. About one half of which have experiences in seeking patented their techniques, and out of more than 60% of the patent-experienced companies in that park have ever entrusted their IPR works to this firm.
We have experienced in seeking IPR-protections for our clients in more than 100 territories all over the world. We have thousands of IPR-cases respectively prosecuted before official Patent Offices of major industrialized countries. This firm not only is the most competent in IPR-related matters in this country but also is very familiar with IPR-practices in major industrialized countries. As a matter of fact, this firm oftentimes tries and makes precedents of new claim-drafting styles. While we might have become wonderfully famed locally with remarkable appreciation and respects, we would like to extend our services for internationalized or quality service-requiring foreign conglomerated giants, corporations or individuals. We strongly believe that we will win more applause from clients all over the world.
www.deepnfar.com.tw
Editor ’s Comment Welcome to another issue of Acquisition International. In the tech sector, M&A activity hit record levels of $1tr last year with nearly 4,200 technology companies sold and a 25% increase in transatlantic deal activity, according to a new report by Mooreland Partners. The number of transactions with a value in excess of $500m grew by a staggering 50% year-on-year from 2013 to 2014 with Google, Yahoo, Microsoft, Facebook, and Twitter the most active buyers, collectively acquiring a total of 76 companies, of which only 17 were in Europe. In 2014, Google doubled the total number of their acquisitions while Yahoo halved theirs. Staying with tech, this month we talk to Intuit, a cloud solutions provider cornering the Indian market with their revolutionary product, Quickbooks. Their acquisition of KDK Software means that they are now serving one in five practising chartered accountants in India.
Deal of the Year 2014 Intuit Inc Acquires KDK Softwares Private Limited We spoke to Nikhil Arora, Vice President and Managing Director at Intuit India, on the landmark deal and the growing sense of optimism among Indian businesses. /28
But tech isn’t the only industry we’re focusing on this month. We spoke to professionals capitalising on Poland’s economy, including private equity firm, Innova, who talked us through the amazing opportunities arising from the region.
News /4 The Latest News Stories From Around the World.
Also featured this month is the inspiring story of William LaMont Thompson, a man who left the US Air Force to start his own business, returning to pass on his experience to new generations.
Sector Talk /8 Powered by Zephyr/ Bureau van Dijk.
Always keen to bring you the latest news from all regions, this month sees us look more closely at Papua New Guinea, where Ray Clark Consultants gave us their insight on the challenges and opportunities facing the region.
Ones to Watch... /43 In 2015.
And, because we all need a break from time to time, we have our luxury lifestyle round-up, LUX. For the petrolheads among you, there’s a feature on the new Bentley EXP 10 Speed 6, which raises the bar for style and performance in the premium car market, and, with warmer weather (hopefully) just around the corner, we’re featuring a few of our favourite examples of the quintessential summer tipple in a rundown of some of the finest high quality gins around.
AI’s 2015 Q1 Review /49
Deal Diary /76 Introduced by Zephyr/ Bureau van Dijk.
And of course there’s the usual news, views and regional round ups.
Lux /91 Our Monthly Glimpse into the World of the Glamorous.
I hope you enjoy the issue. Mark Toon, Editor mark.toon@ai-globalmedia.com
How to get in touch AI welcomes news and views from its readers. Correspondence should be sent to; Address/ Acquisition International, Unit 10 Barton Marina, Barton Turn, Barton Under Needwood, Burton on Trent, Staffordshire, DE13 8AS. Tel/ +44 (0) 1283 712447 Email/ reception@acquisition-intl.com Website/ www.acquisition-intl.com
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Deal of the Month - Gemfields Acquires Montepuez Gem Licenses - BlueSnap Raises $50 Million for Its Global Payment Processing Tech - Alcumus Acquisition of Safety Management & Monitoring Services - First State Investments Acquire Helsingborg-Helsingør Route 21/ Deal of the Year - A10 Networks Files for IPO - Veritiv Corporation - Mahindra Acquires Manali Resort - Intuit Inc Acquires KDK Softwares Private Limited 31/ Dealmaker of the Month - Emory & Co assists Duff & Phelps’ Acquisition of American Appraisal 35/ 2015’s Most Innovative Business Leaders - Association of Graduates of the United States Air Force Academy - Ace Depot - AMBC Inc - The Manor Bar & Restaurant 39/ Acquisition Internationals Guide ‘Maximising Real Estate Transactions within...’ - The USA - The Cayman Islands 53/ Poland - Europe’s Economic Success in 2015 57/ Forming a Successful Business in... 61/ Leading Brokers of 2015 66/ Structuring Success: Corporate Governance within Papua New Guinea 68/ Leading Adviser 69/ The Key to Unlocking Success: Post-Merger Integration – Synergy and Value 70/ Pang & Co: Insight, Expertise, Dedication 72/ Financial Forensic Services: International Judgment Enforcement Experts 74/ Global Expertise Directory Acquisition International - March 2015 3
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News: from around the world appointments Intuitive Appoints Rooster PR Rooster PR is pleased to announce it has been appointed by South London-based travel technology company, Intuitive, to manage its press office in the UK. “We’re pleased to be bringing Rooster PR on board to help us increase media awareness in the UK,” said Jackie Groves, Intuitive’s Sales and Marketing Director. “We look forward to working closely with Rooster PR to showcase our new client wins and highlight our team’s unique approach and innovative technology products.” Rooster will be responsible for running Intuitive’s press office and handling all media enquiries and has been tasked with raising brand awareness among key national and trade publications in the UK. Along with managing all PR activities and issuing news announcements, this will also include running the company’s social media channels. Rooster will be required to raise awareness of Intuitive’s flagship product IVector, a fast and flexible web-based end-to-end reservation platform. IVector is used across the travel industry and offers automated buying, selling, managing and fulfilling processes to help improve business efficiency. “We’re proud to have been selected by one of the industry’s top technology companies and look forward to helping the team maximise their presence in the UK media,” said James Brooke, Managing Director at Rooster PR.
Danielle Chayot joins Lockton Danielle Chayot joins Lockton’s Northeast operation where she’ll specialize in risk management and insurance for real estate developers, managers, and owners. Lockton, the world’s largest privately held independent insurance broker, announced that Danielle Chayot has joined its Northeast operation. Chayot specializes in risk management and insurance for real estate developers, managers, and owners. She concentrates on multi-family and commercial risks utilizing data analytics to help companies make informed decisions on how to best structure their programs. “Danielle is focused on the unique needs of the real estate sector and will bring great value to our clients,” said Tim Ryan, Chief Operating Officer of Lockton’s Northeast operation. In 2013, Chayot was named a Power Broker by Risk & Insurance magazine. She has been a speaker at numerous real estate conferences and prominent law firms across the country providing Legal Education presentations on insurance and risk management issues facing the real estate community. She also speaks frequently to banking, finance, and legal groups on topics ranging from insurance solutions for distressed real estate to environmental insurance solutions and she received the Young Leader Award from the Jewish Federation Real Estate Division in Los Angeles, CA. 4 Acquisition International - March 2015
Americans Take Advantage of Lower Gas Prices to Pay off Debt Despite lower gas prices and reduced unemployment, most Americans are taking advantage of their savings at the pump to cover basic needs. The 22nd quarterly Allstate/National Journal Heartland Monitor Poll revealed that nearly four-infive Americans (78%) are realizing savings at the pump, and 58% of them are using these savings to cover basic necessities (31%) or to pay off/avoid debt (27%). Nearly one third of Americans (32%) state that the decline in gas prices has had a “huge” or “significant difference” in their personal financial situations, according to Americans polled who benefitted from price savings. In addition, more than half of Americans (55%) expect to receive a refund on their taxes this year and nearly four-in-ten (37%) of them will use their refund to pay off debt. The Heartland Monitor poll surveyed Americans’ attitudes, expectations, and personal financial situations amidst lower gas prices and as the country approaches the height of tax season. The results reveal a population that is more optimistic for the future but continuing to struggle despite the broader economic recovery. In a positive sign, for the first time in Heartland Monitor’s polling since June 2013, Americans are now more likely to say that the national economy will improve over the next twelve months (32%) than they are to say it will get worse (25%). However, an overwhelming majority of Americans express deep concerns over the cost of living for necessities and wages and income with nearly 80 % of the country claiming the U.S. economy rates “Fair” or “Poor” on these factors. “While many Americans still face financial challenges, these poll results also indicate the great progress made in turning around our economy,” said Tom Clarkson, president, West Territory, Allstate Personal Lines. “As a network of small businesses, we understand that middle class Americans have been incredibly resilient to overcome these challenges and local institutions and small businesses will continue to play an important role in our economic growth.” “Americans indicate in the poll that they still plan to be cautious with their savings at the pump and any tax refund they might receive,” said Ronald Brownstein, Atlantic Media’s editorial director. “That
fits with the pattern of restrained optimism we see throughout the poll. While Americans’ attitudes about their personal prospects and the country’s direction have clearly brightened since last fall, most Americans remain skittish about the economy’s overall performance and concerned about its ability to generate rising wages and living standards.” Impact of Lower Gas Prices • Among the 78% of those polled who’ve benefitted from savings at the pump, nearly half of those polled (43%) say that the decline in gas prices has had “only a slight difference” or made no impact on their personal financial situations • Americans who say that lower gas prices have made a huge or significant difference in their personal finances are more likely to believe that their personal finances will improve by this time next year Impact of Tax Refunds and Property Taxes • The top priority for spending anticipated tax refunds is paying off debt (37%) followed by saving or investing (29%) and spending on necessities (20%) • The highest expectations for a tax refund come from households that earn between $30k and $75k per year and among younger age groups • Individuals under 50 years old expressed a higher degree of commitment to pay off debt than older Americans • Four-in-ten (40%) Millennials and 45% of Gen X’ers plan to use their tax refunds to pay off debt. Across the nation, just 8 % of respondents say they will spend their tax refund on nonessential purchases • When polled on different factors about the community they live in, Americans gave a substantial “fair” or “poor” rating for the amount they pay in local and property taxes (63%), followed by wages and incomes (62%), and costs of living (60%).
News: from around the world
News: from around the world
Data Quality Holds the Key to Greater Profits, Finds Report A new report by Experian confirmed that while businesses are increasingly aware of the potential of their data – with estimates that it could improve profitability by up to 15%- more than 90% still find data improvement challenging. The research, which interviewed representatives of 1,239 organisations in the UK, US, France, Germany, Spain, Australia and the Netherlands, establishes that most now understand the importance of their customer data and its potential to drive value. But despite this growing level of understanding, many are still struggling to harness the strategic value of that data.
people in place to manage it – not just in IT, but in business roles where it really matters. “We hope that our latest research will go even further in helping businesses to identify their data goals for the coming year, and how best they can achieve them.” Key Findings
According to Experian, there are two main reasons for this. The first being a lack of ownership and coordination – with almost 63% of organisations lacking a coherent, centralised approach to data quality. And the second being the use of outdated methods to check data accuracy – with 29% of organisations still manually cleaning their data. Boris Huard, Managing Director of Experian Data Quality said: “What is particularly encouraging is that companies are increasingly switching on to the value of their data assets, with 95% of respondents stating that they feel driven to use their data to either understand customer needs, find new customers or increase the value of each customer. They recognise that more emphasis on data management and strategy will enable them to satisfy escalating customer expectations. “However, there is still some way to go. As the research reveals, many challenges persist – the number who suspect that they have data inaccuracies is up from last year and the majority still think they lack a clear approach to data quality. “As our Dawn of the CDO research demonstrated, a new breed of data professionals will have a key role at the heart of this challenge. Chief Data Officers, Chief Digital Officers and Director of Insights, are emerging new roles which have come about in response to the pressure and opportunity presented by big data. “It also means taking a step back and asking some fundamental questions such as, “Why are we collecting this data and what is it for?” Once you are sure about what you need, then you can decide on the technology to support your strategy. “Of course, putting automated systems in place makes a big difference and will clearly reduce errors. However, the effectiveness of any system depends on how you use it. You will need the right processes and
Businesses see data as a strategic asset • More than 90% of organisations say they are leveraging both data and data quality to help deliver more interesting and relevant communications to customers and prospective customers • Meanwhile, 95% of companies feel driven to use data either to understand customer needs, find new customers or increase the value of each customer. Data quality is correlated with profitability • CIOs believed their business could increase their profits by an average of 15% if their data was of the highest quality • CIOs went on to cite savings from investing in data quality tools to be less than £1million whereas, comparatively, CDOs state this to be in excess of £5million. Awareness of data problems is growing • The number of organisations who suspect their data might be inaccurate in some way has increased to 92%, up from 86% last year • The volume of inaccurate data is also rising. On average, respondents think that 26% of their total data may be inaccurate, up from 22% in 2014 and 17% in 2013 • With 23% of businesses saying that revenue has been wasted as a result, an increase from 19% last year.
A need for greater data sophistication Organisations were asked how they saw their approach to data quality, ranging from basic understanding and processes to a highly sophisticated system of data management. • Only 26% of companies placed themselves in the most sophisticated category – and these were mostly larger companies with 5,000 or more employees • Similarly, only 35% say they manage data quality in their organisation through a single director • 57% say data quality issues are only found when reported by employees or customers. Taking ownership is key • Almost 63% of organisations lack a coherent, centralised approach to data quality • Many of these companies say they have some level of centralisation, but more than half (51%) say individual departments still adopt their own strategy; while 12% say all departments manage their own data quality in an ad hoc way. Using technology for maximum benefit • 88% of organisations have some kind of technology solution in place • Many already use automated systems such as monitoring and audit technology(34%), data profiling (32%) or matching and linkage technology (31%) to clean their data • However, a high proportion of companies (29%) are still using manual checking to clean their data • The findings show improving data quality reaps rewards given that 70% of companies whose profits have risen sharply in 2014 also plan to invest more during 2015.
Businesses are planning to improve • 92% of respondents say they find some element of data quality challenging • However, most organisations are making an effort to improve what they do. In 2015, 84% of companies plan to make some sort of data quality solution a priority for their business, either implementing a new system or improving what they already have.
Acquisition International - March 2015 5
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News: from around the world appointments continued... Daseke Inc. Welcomes New Board Members Daseke Inc, North America’s second largest opendeck/specialty transportation company, has added three new members to its board of directors: Tom Hund, retired EVP/CFO of BNSF Railway; Brian Bonner, retired CIO of Texas Instruments; and Ron Gafford, retired CEO of Austin Industries. Tom Hund began his 31-year career with railroad companies and between 1999 and 2014, he served as executive vice president and CFO. He helped lead BNSF Railway to become the second-largest freight railroad network in North America. Brian Bonner spent 33 years with Texas Instruments. During his career he led many different aspects of the business including sales and operations, eventually spending the last 14 years as CIO. Ron Gafford has over 40 years’ experience in the construction industry, 18 of those with Austin Industries, where he served as chairman, president and CEO. He also continued to work with the company as a consultant to the CEO and board of directors. “We’re very excited about the new additions to our board,” said Don Daseke, CEO and chairman of the board of Daseke. “They have a wealth of experience in business, leading well-known companies to success. This gives us a great team of leaders with a depth of know-how to grow and manage businesses of significant scale with workforces similar to ours.”
TravelClick Expands Partnership with Google TravelClick, a Global provider of innovative cloud-based solutions, announced an expanded partnership with Google. The move expands the existing Google and TravelClick partnership by enabling “one-click” mobile web bookings using Google Wallet for Google Hotel Ads customers. This includes placement for TravelClick Demand Services customers on Google Hotel Ads via Google Hotel Finder, Local Universal Search, Google Maps, and Google+ Places Pages. TravelClick’s Demand Services Program drives guests directly to a hotel’s website from the world’s leading Metasearch engines, such as Google, Kayak, TripAdvisor and Trivago, enabling hotels to generate more direct bookings. It helps many hoteliers generate more revenue by providing access to customer demand through our unique partnership,” said Jason Ewell, Executive Vice President of Global Product at TravelClick. “Expanding our relationship with Google will provide more opportunities for hotels to drive direct bookings from Google Hotel Ads.” This partnership aims to increase web traffic for hotels. Through this partnership, hotels are able to take advantage of seamless connectivity to Google’s users to extend their digital footprint, improve their overall search results, and help them convert a higher volume of qualified travel consumers. 6 Acquisition International - March 2015
FCA Commits to Improving Responsibility in the Banking Sector The Financial Conduct Authority (FCA) has confirmed its approach to improving individual responsibility and accountability in the banking sector by publishing feedback which sets out how the FCA will implement the Senior Managers Regime (SMR) and provides further information on the FCA’s plans for the Certification Regime (CR) and new Conduct Rules. The policies announced are significant and will make it easier for firms and regulators to hold individuals to account. Following strong demand from firms, the FCA is also consulting on further, more detailed guidance on how the FCA will apply the Presumption of Responsibility. Additionally, they have published a separate consultation, jointly with the Prudential Regulation Authority (PRA), on the accountability regime for incoming branches of foreign banks. Martin Wheatley, Financial Conduct Authority CEO commented: “How a firm conducts its business and treats its customers must be at the heart of how it operates and this has to start at the top. These policy measures are an important step in ensuring that regulators have the tools at their disposal to hold individuals to account and they build on the cultural change we are beginning to see in the boardrooms of firms across the country.” In June 2013, the Parliamentary Commission for Banking Standards (PCBS) published its report “Changing Banking for Good”, setting out recommendations for legislative and other action to improve professional standards and culture in the UK banking industry. This was followed by legislation in the Banking Reform Act 2013 (the Act) to replace the Approved Persons Regime (APR) for banks, building societies, credit unions and PRA-designated investment firms with a new regulatory framework for individuals. The new framework comprises two regimes, a ‘Senior Managers Regime’ and a ‘Certification Regime’, which aim to encourage individuals to take greater responsibility for their actions and make it easier for both firms and the regulators to hold individuals to account. In July 2014, the FCA and the PRA, consulted on how they would implement the new regimes. In order to give firms as much time as possible to prepare for the changes, the FCA is publishing a set of near-final rules on the new SMR, together with a steer on the policy intentions for the whole regime, including the Certification Regime and the application of the Conduct Rules.
Senior Managers Regime: The SMR seeks to promote a clear allocation of responsibilities to key decisionmakers and strengthen their individual accountability through a robust initial and ongoing assessment of their fitness and propriety (by firms as well as by regulators) and strengthened powers of approval and enforcement for the regulators. Following a detailed consultation across industry and with stakeholders, it was decided the regime would not apply to those NEDs who do not perform delegated responsibilities. Certification Regime: This will require relevant firms to assess and certify at least annually the fitness and propriety of employees deemed capable of causing significant harm to the firm or any of its customers or those that could risk the integrity of financial markets. Responses to the consultation expressed concern about the loss of pre-approval of certain individuals currently caught under the Approved Persons Regime. Overall, the FCA believes that it is an important feature of the new regime that firms should take full responsibility themselves for the fitness and propriety of their staff who will be covered by the new Certification Regime. It was a clear intention of Parliament that the SMR should be narrower than the current Approved Persons Regime, allowing regulators to focus resources on supervising the most senior staff in firms. The new regimes are also underpinned by a new set of Conduct Rules, applying to most staff within relevant firms. In response to feedback, the FCA is consulting on further, more detailed guidance, on the Presumption of Responsibility. Under the Presumption of Responsibility, when a relevant/authorised firm contravenes a relevant requirement then the Senior Manager with responsibility for the management of any of the firm’s activities in relation to which the contravention occurred is guilty of misconduct, unless they satisfy the relevant regulator that they took such steps as a person in their position could reasonably be expected to take to avoid the contravention occurring (or continuing).
News: from around the world
News: from around the world
Zurich Insurance Responds to International Demand for Comprehensive Cyber Policy Zurich have launched their ‘Security and Privacy’ policy and ‘DigitalResolve’, a cyber-protection policy and a global breach response service that will support companies facing cyber risks. It’s never been more important to protect a company’s balance sheets and reputations from cyber risk. Over the past decade we have seen an increase in the costs to organisations as a result of cybercrime and despite advances in cyber security it is clear the hacker is currently winning the battle. Therefore, to protect and help organisations get back to business following a breach, Zurich has developed ‘Security and Privacy‘ protection and ‘DigitalResolve’. Zurich’s research highlighted that outside of the US global companies main cyber concern was their first party exposures as a result of a breach rather than their potential liabilities. For this reason ‘Security and Privacy Protection’ coverage has been specifically developed to cover these first party exposures as well as cover for 3rd party liabilities and includes a new cover to provide loss of income following a data breach or damage to reputation. ‘Zurich Security and Privacy Protection’ also includes a global breach response service called ‘DigitalResolve’. Following a breach, Zurich clients will be provided with a single dedicated Incident Manager, with 24/7/365 availability to manage the resources needed to recover from a damaging cyber event. The ‘DigitalResolve’ team of global trusted expert providers, co-ordinate and triage the cyberattack incident response from its first notification right through to its successful conclusion.
Jeremy Smith, Head of Technology, Security and Privacy at Zurich commented: “When we set out to develop a Security & Privacy Policy we were keen not to follow the status quo and look to provide cover and services that we believed matched our customer’s needs. Our experience showed us that the majority of cyber polices out there focused on Privacy and network security liability. Although the liability landscape is changing, so far we have not yet seen liabilities emanating out of data breaches. “This is simply a feature of the US market place and holds little relevance here. On this basis historically the only really meaningful and transferable part of a data breach was privacy breach costs. After studying all the component costs of a data breach the major cost component that was not being transferred by insurance was the loss in revenue or customer churn following a data breach and this is what we are now looking to include. The other area that we were keen to develop was the breach response offering. DigitalResolve is a truly global end-to-end, integrated breach response solution involving an ecosystem of vendors to assist global organisations following a breach.”
Benedict Burke, Senior Vice President, Global Client Development at Crawford & Company comments: “This represents a stand out and compelling value proposition. The outputs will be the minimisation of the impact of a cyber-related event on Zurich customers’ business operations and brand reputation. It is Crawford’s intention to maintain a position at the forefront of innovation in claims solutions and our collaboration with Zurich on their Security and Privacy Protection product is the latest example of this.” Gail Cook, Head of Financial Lines at Zurich UK concludes: “As cyber risks become increasingly frequent and severe, cyber insurance is playing an increasingly bigger part in a company’s overall risk management strategy. Buyers are now becoming increasingly more sophisticated looking for polices that not only cover them for data breaches but also for non-physical damage business interruption and reputational risk. I’m proud to be launching such an innovative insurance product which further demonstrates Zurich’s longstanding reputation for delivering robust, market leading insurance protections to the real economy.”
Acquisition International - March 2015 7
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Real Estate The real estate industry performed fairly well in the second half of 2014, despite just falling short of the year’s opening six months in terms of aggregate value. Although value was not as high as in H1, volume actually improved over the six months and value was still impressive, marking the second highest result since the second half of 2007. 2015 has started fairly slowly, but has still notched up a decent amount of investment. In January and February there were 469 deals worth a combined USD 27,501 million, according to Zephyr, the M&A database published by Bureau van Dijk. It is not unusual for January in particular to be fairly quiet in terms of M&A activity, and it would appear that the real estate sector is no exception. If things continued on the same trajectory from now until the end of June both volume and value would drop significantly in H1 2015. However, more likely is the possibility of activity being ramped up somewhat over the next couple of months and particularly in the run up to the end of the second quarter. Up until the second half of 2014, five consecutive increases in aggregate value had been recorded and even though there was a decline in the second half of the year, it was relatively small. Therefore, hopes will be high that another improvement will be on the cards in H1 2015.
the last few years, it is to a much lesser extent when H2 2011 is compared with H1 2014. This suggests that larger individual considerations are primarily responsible for the overall increase in value. As such, a number of high value deals over the coming months could certainly result in the first half of the year performing very well.
considerably larger than 2015’s second-largest real estate deal to date; in mid-February Keppel Corporation agreed to pick up Singapore-based Keppel Land for USD 2,369 million. This was followed by China Oceanwide Holdings and other investors taking part in a USD 1,917 million capital increase by Oceanwide Holdings early last month.
Among the real estate deals recorded in 2015 to date, a large number have naturally targeted the property services industry (388 transactions worth USD 27,055 million). However, significant investment has also been ploughed into a few other areas, such as banking, insurance and financial services, which accounted for USD 9,746 million across 75 deals, and hotels and restaurants (USD 7,936 million across just six transactions). Construction also featured; some USD 1,849 million in 113 deals was attributable to the industry.
Although it is disappointing to see a small drop in value for the real estate sector in the second half of 2014, results have still been impressive lately and mark a significant improvement on the lows recorded a few years ago during challenging times for the market. Values plumbed new depths in the second half of 2012, reaching a nadir of USD 44,534. However, volume was relatively high in that period. Although deal numbers have also increased over
The fact that the hotels sector attracted so much investment across a miniscule number of transactions means it is not surprising to see that the largest real estate deal of 2015 to date has a target in the industry. In fact, Cheung Kong Property Holdings’ USD 7,092 million acquisition of the property businesses of Cheung Kong and Hutchison Whampoa accounts for almost all of the USD 7,936 million injected into the hotels industry in the year so far. It was also
In terms of target regions, the Far East and Central Asia is leading the way by some distance in terms of investment in the real estate sector in 2015 to date. So far the region has been targeted in deals worth USD 11,807 million and also led the way by volume with 138 deals. Western Europe placed second in terms of investment with USD 3,329 million, followed by South and Central America with USD 2,533 million and North America with USD 1,545 million. In spite of coming fifth in terms of value with just USD 580 million, Eastern Europe came second by volume, only slightly behind the Far East and Central Asia’s 138 deals with 132. Third place was taken by Western Europe with 118, followed by North America and South and Central America, both with 22.
Number and Aggregate Value (mil USD) of Real Estate Deals Globally: 2006-2015 YTD (as at 28 February 2015)
Number and Aggregate Value (Mil USD) of Real Estate Deals Globally by Deal Type: 2006-2015 to date (as at 28 February 2014)
In conclusion, the real estate industry has performed well over the last year and has been going from strength to strength. In spite of a relatively slow start to 2015 many will be hoping that another improvement can be recorded when H1 comes to an end.
Deal type
Number of deals
Aggregate deal value (mil USD)
Acquisition
15,841
665,941
Capital increase Minority stake Institutional buy-out Management buy-out
5,018 11,620 252 143
400,932 318,059 71,967 4,221
Deal half yearly value Number (Announced date) of deals
Aggregate deal value (mil USD)
H1 2015
469
27,501
H2 2014
2,243
96,270
H1 2014
2,184
97,738
MBI / MBO
3
676
H2 2013
2,464
89,509
Merger
135
286
H1 2013
1,781
54,779
Demerger
102
84
H2 2012
1,764
54,063
Management buy-in
6
0
H1 2012
1,548
44,742
H2 2011
1,848
44,534
H1 2011
1,643
54,554
H2 2010
1,704
49,578
H1 2010
1,866
56,695
H2 2009
2,055
92,939
H1 2009
1,792
69,767
H2 2008
1,639
58,066
H1 2008
1,754
83,955
H2 2007
1,756
123,056
H1 2007
1,683
170,964
8 Acquisition International - March 2015
Aggregate Value (mil USD) of Real Estate Deals by Region: 2006 - 2015 YTD (as at 28 February 2015) World region (target) Far East and Central Asia
2010
2011
2012
2013
2014
2015
42,573
41,860
35,711
69,133
72,205
11,807
Western Europe South and Central America North America Eastern Europe
33,326 11,217 11,125 2,557
28,960 12,427 3,896 3,079
38,498 10,394 8,549 3,490
31,288 8,402 17,363 11,531
63,936 14,208 21,250 12,715
3,329 2,533 1,545 580
Africa Oceania Middle East
679 3,297 1,581
2,014 1,683 4,213
287 1,916 481
1,661 2,944 2,611
1,725 1,736 5,027
452 99 64
Deal of the Month Welcome to our monthly round up of the biggest and most significant deals getting the business world talking this month.
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Web: www.gemfields.co.uk Address: 54 Jermyn Street, London, SW1Y 6LX Phone: +44(0) 20 7518 3400
Gemfields Acquires Montepuez Gem Licenses We caught up with Ian Harebottle, CEO of Gemfields, to find out how his company’s acquisition of mining and exploration rights at Mozambique’s Montepuez ruby deposit is set to change the global ruby trade forever.
Gemfields plc is the world’s leading supplier of responsibly sourced coloured gemstones, positioned at the intersection of exploration, mining and marketing. Specialising in high-quality emeralds and amethysts from Zambia, and, more recently, rubies from Mozambique, the company has a proven track record of delivering a consistent supply of high-quality, uncut, responsibly-sourced coloured gemstones to world markets. “The company’s direct involvement in each step of the process is unique, and provides discerning customers with the assurance they require of the responsible journey their gemstones have taken from mine to market,” says CEO, Ian Harebottle. “Through this responsible and transparent approach, Gemfields has pioneered leading environmental, social and safety standards within the coloured gemstones sector.” The company’s strategic aims, says Harebottle, include: becoming the global leader in emeralds, rubies, sapphires and other selected gemstones; promoting and repositioning the coloured gemstone industry alongside other luxury goods; ensuring a consistent supply of high-quality, professionallygraded, uncut coloured gemstones to world markets; promoting disclosure, transparency, education and certification across the coloured gemstone industry to engender greater consumer trust; and leading the way in coloured gemstone exploration, operational efficiencies and mining ethics.
Gemfields’ rough gemstones are brought to the market by way of private auctions three to four times a year, which are attended by the world’s top gem houses and lapidaries. The gemstones are sorted and graded according to the world’s most comprehensive emerald grading system, pioneered by Gemfields. Gemfields champions established and emerging talent through exclusive collaborations with leading international jewellery designers. In 2013, Mila Kunis was announced as Gemfields’ global ambassador and continues to represent the company in their latest advertising campaigns. An ethical approach Gemfields is committed to mining in a responsible way, and, from the outset, Gemfields’ aim has been to turn the coloured gemstone business into a transparent industry allowing investors, local communities and national economies to benefit from its approach and expertise, says Harebottle. “Its dedication to preserving the environment, nurturing relationships with local communities and upholding human rights has always been central to the Gemfields business. “Globally accepted principles and standards in the coloured gemstone sector – particularly in terms of sustainability – are yet to be developed, and Gemfields is already playing a key role in leading and raising the professional standards of the sector. “Gemfields has been able to greatly reduce the impact of its activities on the environment across all its operations and is pushing for its sites to meet certain international environmental standards over the next few years. The company is benefiting the communities and countries in which it operates in a meaningful way, through the provision of employment, education, healthcare, infrastructure and other facilities. “At its Kagem emerald mine in Zambia, for example, the company has allocated over US$1 million for the construction of a secondary school at Chapula and a four-ward health centre at Nkana Village which are now underway. “As the company builds on its sustainability strategy further, the aim is to be recognised as a business that operates to international and best practice standards and to work in partnership with other stakeholders to continue to pioneer sustainability in the coloured gemstone sector.”
10 Acquisition International - March 2015
Deal of the Month - Gemfields Acquires Montepuez Gem Licenses
A gem of a deal The Montepuez ruby deposit is located in the north-east of Mozambique in the Cabo Delgado province. Covering approximately 33,600 hectares, it is believed to be the most significant recently discovered ruby deposit in the world. The ruby mining area lies approximately two hours by car from the coastal town of Pemba, which has modern airport and port infrastructure.
A milestone for the ruby trade Gemfields’ first Mozambique ruby auction took place in Singapore in June 2014, and marked a milestone for the global ruby trade. “The US$33.5m revenue generated by the inaugural auction put the spotlight on the Montepuez ruby deposit, and highlighted the considerable and sustained increase in demand for premium-quality, responsibly-sourced coloured gemstones globally,” says Harebottle.
In June 2011, Gemfields announced that it has entered into a conditional agreement to acquire a controlling interest in the Montepuez ruby deposit. With a well-established track record in the emerald sector, this was the first and consequential step in Gemfields’ diversification into other premium coloured gemstones.
“The second ruby auction took place in December 2014 and delivered total sales of US$43.3m – the highest ever achieved at any Gemfields auction. Collectively the two ruby auctions raised total revenues of US$76.8m. This meant that Gemfields paid back what it spent on the Montepuez asset within two years – which is genuinely a remarkable achievement in mining.
The Project comprised five mining titles (made up of both mining and exploration rights) which were owned by Mwiriti Limitada and covered approximately 34,000 hectares. Mining to date had taken place on a relatively small and informal scale and the owners were seeking a professional, experienced and transparent partner to assist in developing a potentially world-class ruby project. In February 2012, Gemfields announced the completion of the acquisition and the licenses –valid for a period of 25 years – were formally issued by the Mozambican government on 23rd February 2012 to a new company, Montepuez Ruby Mining Limitada, in which Gemfields holds a 75% interest. The total consideration payable to the Vendor under the Agreement was US$2.5m. Following issuance of the licence, the project team established basic infrastructure to accommodate exploration and development. Bulk sampling commenced in August 2012 and has continued to scale up progressively, producing consistently encouraging results. Core infrastructure has been established and will accommodate a smooth transition to commercial mining once bulk sampling has been completed. A semi-mobile ore processing plant has been designed, built and tested, and its operating parameters continue to be improved simultaneously with the general understanding of the ore characteristics.
“Gemfields also secured the successful sale of an exceptional 40.23 carat rough ruby at the December auction, with the price remaining undisclosed given the principles on which Gemfields’ auctions are conducted. “With bulk sampling continuing to increase in scale and as the company’s geological understanding continues to improve, Gemfields is reasonably confident of its ability to manage production volumes and values identified to date, and which may see Montepuez become Gemfields’ key operating asset.”
alongside the Montepuez deposit for the expansion and development of Gemfields’ Mozambique ruby operations. The total consideration payable to the vendor, EME Investimentos S.A., for the acquisition of the licenses was US$3.5m. At its Kagem emerald mine in Zambia, Gemfields has commenced its fourth high wall pushback in order to extend the pit size and open up new areas of ore for future production. The pushback programme is projected to deliver approximately four years of open pit ore production and seeks to increase the overall rate of ore mining. The company is constantly considering new opportunities to expand its portfolio of coloured gemstones and is actively researching the market looking for high quality and commercially viable deposits within the mineral-rich continent of Africa and across the world.
Looking to the future In anticipation of future global demand for Mozambican rubies, Gemfields has recently acquired controlling interests in two additional ruby deposits in the Montepeuz district of the Cabo Delgado province in Mozambique. The two licenses, which do not border one another, each share a boundary with Gemfields’ existing 75% owned Montepuez ruby deposit and cover approximately 19,000 hectares and 15,000 hectares respectively. The licenses were formally issued on 22 September and 12 November 2014 respectively to a new company, Megaruma Mining Limitda, in which Gemfields is a 75% shareholder. The Megaruma licenses are expected to provide a platform,
With the acquisition of a 75% stake in the Montepuez ruby deposit, Gemfields further consolidated its position as the world’s leading supplier of precious coloured gemstones, says Harebottle. “The Gemfields operation offers an opportunity to expand the consumer base for responsibly sourced, consistently graded and reliably supplied ruby. The Montepuez project is arguably the most important ruby deposit in Mozambique today and its production to date has been likened in quality to both that produced in Burma and also at Winza in Tanzania. “The rough coloured gemstone market has been growing at an impressive compound annual growth rate of around 18% over the last five years (source: United Nations Commodity Trade database) and currently stands at approximately US$3.3bn in global imports. With a more consistent supply of premiumquality, responsibly soured coloured gemstones and record prices being achieved at auction, it is clear that demand for precious coloured gemstones is strong and well set to continue.” Acquisition International - March 2015 11
At Orangefield, we know the Fund business Orangefield has been offering Fund Services since the 80s, and each of our professionals has been working
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in the field of Alternative Investment Funds for many years. What we add to your Fund is the security and operational excellence that only a team with extensive experience can ensure. What’s more: we provide worldwide, full service solutions. This includes a variety of corporate services, and a global presence that simplifies your international Fund management. Key Facts • Global presence in 21 countries • Over 600 employees worldwide • More than 40 years of experience in administrative, legal and management services • $50 Billion and 7,500 SPVs under administration • SOC 1 Level 2 (USA) and ISAE 3402 Type 2, successor to SAS 70 (Europe) compliant
Offices Amsterdam • Rotterdam • Eemnes • Berlin • Hannover • Frankfurt Munich • Soest • London • Barcelona • Madrid • Cyprus • Luxembourg Malta • Vienna • Guernsey • New York • Dallas • Toronto • Cayman Islands • São Paulo • Hong Kong • Beijing • Shanghai • Guangzhou Singapore • Johannesburg • Mauritius • Aruba • Curaçao • British Virgin Islands
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Name: Ralph Dangelmaier Email: ralph@bluesnap.com Web: www.bluesnap.com Address: 800 South Street, Suite 640 Waltham MA 02453 USA Phone: +1 781 – 790 5013
BlueSnap Raises $50 Million for Its Global Payment Processing Tech BlueSnap is a smarter global payment gateway powering the checkout process for eCommerce merchants worldwide, and fuelling growth for online businesses serving digital, physical and mobile markets. We spoke to them about their $50 Million deal, which the company will put towards increasing their staff, investing in their smarter payment gateway by adding more payment types, acquirers and product enhancements to help merchants sell globally in a snap.
BlueSnap is a company that has reinvented and optimized the checkout experience by combining intelligent payment routing, frictionless one-click checkout, cross-border payments, award-winning smart subscriptions, multiple integration options and dynamic ecommerce tools. With over 10 years’ experience serving merchants around the globe and supporting shoppers in 180 countries with localization in 29 languages, 60 currencies and 110 payment types, BlueSnap is fulfilling its promise to convert more shoppers to buyers worldwide. In our $50 million deal, two private equity firms invested in BlueSnap because they are very active in the payments space and they see a long term growth opportunity, especially in the payment space. In addition to the rapid growth of online purchases, the market size is vast. The private equity companies involved were Parthenon Capital Partners and Great Hill Partners. Parthenon Capital Partners provides capital and strategic resources to growth companies in three core sectors: financial services, healthcare services and business services. Since their founding in 1998, they have partnered with world-class management teams to complete over 50 platform acquisitions and 200 add-on acquisitions representing more than $5 billion in value in these sectors. Great Hill Partners, provides private equity to finance the expansion, recapitalization or acquisition of growth companies in a wide range of sectors within the business services, consumer services, financial technology, healthcare, media, communications, and software industries. The deal took a total of 3 to 4 months to complete, and we found that working with both equity partners was very successful. The funding opens up many doors to further our goal of helping merchants sell globally in a snap. For example, right now crossborder ecommerce is growing at about 40% per year. We hope to help expand this percentage by streamlining our offerings and continuing to grow as a company. Our success will be measured by the progress we will make towards converting more shoppers to buyers globally. 14 Acquisition International - March 2015
The future looks incredibly bright for BlueSnap. We are hoping to not only expand internally, but also externally. We intend to grow our staff and global presence with new office locations. Additionally, we are looking to broaden our global reach for customers by adding new payment types as well as acquirers, which will help merchants sell globally in (an even faster) snap.
Ralph Dangelmaier, CEO Ralph Dangelmaier is CEO of BlueSnap, where he is leading the charge to establish BlueSnap as the payments leader in e-commerce. A payment processing veteran, Ralph brings a wealth of experience creating products for retailers, processors and financial institutions and has a proven track record of growing companies both organically and through M&A activity. Under his stewardship, companies have successfully capitalized on the rapid growth in commerce to increase their revenue and stock value. Ralph has more than 25 years of experience in strategy, marketing, sales, and revenue, product, SaaS, development and delivery services for global customer base. Most recently, Ralph served as the President of Global Markets and Services for ACI Worldwide, a global provider of electronic payment software and solutions. While at ACI, he managed more than 1200 global resources and established consistent global sales and services practices to improve overall predictability of forecasting, deliver consistent client experience and increase crossselling for this $700M company. Prior to ACI, he was the CEO of P&H Solutions, leading the business from its early stages to more than $45 million of revenue before its acquisition by ACI in 2006.
DotM - BlueSnap Raises $50 Million for Its Global Payment Processing Tech
Acquisition International - March 2015 15
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Name: Martin Smith Email: martin.smith@ alcumusgroup.com Web: www.alcumusgroup.com Address: Midshires House, Smeaton Close, Aylesbury, Bucks, HP19 8HL Phone: 01296 678445
Alcumus Acquisition of Safety Management & Monitoring Services Martin Smith, Chief Executive Officer at Alcumus, shares his vision for growth within the TIC and GRC markets. Alcumus is a market-leading provider of technologyenabled compliance risk management and certification services. With a growing UK and global client base the company assists customers with their Testing, Inspection & Certification (TIC) and Governance, Risk & Compliance (GRC) strategies. Backed by Sovereign Capital, the UK´s private equity ‘Buy & Build’ specialist, Alcumus has flourished through a judicious combination of organic growth and successive acquisitions. The business continues to deliver an extensive range of risk management services through Alcumus Sypol, Alcumus Info Exchange, Alcumus ISOQAR, Alcumus Drury PSM and now Alcumus SM&MS. CEO Martin Smith has over 25 years of business leadership experience within the compliance, certification and business advice sectors. The most recent acquisition of Safety Management & Monitoring Services Limited (SM&MS) adds further strength to the Alcumus service offering and is ‘business as usual’ for the Alcumus leader. Responsible for Alcumus’ strategic development and organic growth plan, Smith has already managed four successful acquisitions which are already well and truly integrated within the business and is proud to announce the addition of a fifth ‘bolt-on’ - Alcumus SM&MS.
Smith is no stranger to the world of standards and compliance. His previous roles include Managing Director of Croner, Executive Director of Wolters Kluwer UK, Commercial Director of BSI (British Standards Institution), INSPEC Publishing Director at the Institution of Engineering and Technology (IET) and Business Development Director for the Thomson Reuters’ regulatory online business GEE. Besides his own passion for success, Smith has been actively supported on his ‘Alcumus journey’ by Dyson Bogg from Sovereign Capital, the UK-based ‘Buy & Build’ private equity specialist that initially backed Alcumus in August 2009 and whose funding and transactional expertise has since provided a robust backbone to the development of the Alcumus Group. The addition of Alcumus SM&MS to the corporate offering precedes Alcumus’ declaration of yet another year of double digit organic growth in the 2014 financial year. With revenues growing organically by 10% against an industry backdrop growth of 4-6%, the successes of 2014 can be felt throughout each operational and sales team within Alcumus and the latest organic growth results showcase an impressive 12 quarters of consistent and unbroken organic growth across the Alcumus portfolio and c. £7M of profit. “The acquisition of SM&MS represents a significant development in our GRC and accredited inspection strategy, extending the range of integrated risk management solutions available to our customers,” says Smith. “The services provided by SM&MS are poised to accelerate Alcumus’ penetration of legislatively-driven compliance markets, particularly around property and workplace risk. Many of the additional consultancy services delivered by SM&MS are underpinned by SaaS software enabling clients to proactively manage health & safety issues and contractor risk - a concept that complements our current software, consultancy and monitoring offering. Additional safety monitoring and H&S risk management services, particularly around asbestos, legionella, fire monitoring and inspection complete our portfolio and further enhance our credibility in this space.” Established in 1994 and based in Huddersfield, SM&MS supports a long-established national client base. Over the last 20 years the 80-strong business has supported more than 1,600 companies across 60,000 projects and is considered a leader and innovator in the property sector with over 10,000 risk assessments delivered last year alone.
16 Acquisition International - March 2015
DotM - Alcumus acquisition of Safety Management & Monitoring Services
“We have known SM&MS for a number of years,” continues Smith, “and are delighted to have acquired a business with such a strong reputation for quality and delivery of critical risk management services to the commercial multi-site property sector. We have inherited a highly competent and loyal workforce as well as an admirable client base who we believe will all benefit from the shared expertise and resources of Alcumus.” When asked about the future Smith explains: “Our strategy remains focused and simple as we continue to work closely with our customers to put in place technology-enabled TIC and GRC frameworks, services and strategies that ultimately improve our clients’ risk management and business performance.”
“We are constantly reviewing additional acquisition opportunities both nationally and internationally,” says Smith, “but not at the expense of our established organic growth engine. The success of Alcumus to date has been in the delivery of high quality visible, renewable and repeatable revenue streams which drive above market sustainable organic growth. Our people and our technology sit at the heart of this, and I believe we have an enviable knowledge base with focused teams who are committed to delivering excellent products and innovative services that are trusted and relied upon worldwide.”
The Alcumus 2015-2017 business plan builds on a clearly defined vertical market strategy, a commitment to innovation in both service delivery and using technology as a growth enabler and continued sales growth and operational delivery excellence. And at the heart of Smith’s strategy is a model which is based on driving greater certainty of business growth in order to fast track EBITDA. With a significant part of the business recognised as a subscription-based operation, assuring a predictable and recurring revenue base is critical to underpinning this strategy. As the organisation evolves, so does the corporate focus on delivering a transparent and effective pricing model where customers are encouraged to buy additional services and further use Alcumus SaaS workflows. With innovation embedded deep within the corporate culture, Smith is also on a mission to deliver pioneering new revenue streams outside Alcumus’ traditional services.
Acquisition International - March 2015 17
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First State Investments Acquire Helsingborg - Helsingør Route First State Investments are a global asset management business with experience across a range of asset classes and specialist investment sectors. The Helsingborg - Helsingor (HH) acquisition was done through the First State European Diversified Infrastructure Fund (EDIF), which is managed by First State Investments. We spoke to them about EDIF and their strategy behind the deal. Name: Marcus Ayre, Partner, Direct Infastructure Email: enquiries@firststate.co.uk Web: www.firststateinvestments.com Address: Finsbury Circus House 15 Finsbury Circus London EC2M 7EB Phone: +44 (0)20 7332 6500 Fax: +44 (0)20 7332 6501
EDIF is a core infrastructure fund with a principal focus on mature, income-generating, economic infrastructure assets based in Europe. The fund is closed-end with a unique and innovative sequential nature, alternating between fundraising in so-called “series” and capital deployment. This enables rapid capital deployment for the fund’s investors. With the acquisition of the HH route, the fund has now deployed around 70% of its committed capital into eight infrastructure companies diversified across five sectors (water, gas, electricity, broadcasting towers and transportation) and six countries (UK, Finland, Germany, Sweden, Denmark and Spain). EDIF’s first series closed in 2009, amidst very challenging market conditions. However, by having followed a prudent and long-term philosophy, minimising operational and ongoing risks, we have generated value throughout the economic cycle and have enhanced ongoing returns for our clients. We first became aware of the HH Route when the owners of Scandlines Group contemplated a full divestment back in 2013. While the business as a whole did not fully satisfy EDIF’s investment criteria, we noticed that the HH route possessed certain
Antony McAulay / Shutterstock.com
characteristics that made it more in line with what the fund invests in. We undertook significant amounts of desktop research and analysis over the course of the autumn and winter of 2013, and the results of this supported the investment case for the acquisition. We then approached the owners in early 2014, and finally agreed with them around a year later after a bilateral process. The main reason for why we are attracted to the HH route as an infrastructure investment has to do with its essential role in the overall intra-regional transport network and for transport between Scandinavia and continental Europe. The route is highly integrated in the transport system, with direct rail access on both sides of the strait. The company holds long term leaseholds of critical port infrastructure, and actually owns large parts of the Danish port. With departures every 15 minutes, lasting 15 minutes, for a total of 150 departures per day, it is a genuine “traffic machine”. In terms of what effect the deal will have, we like to look at it from the customers’ point of view, because it’s irrelevant who owns the business. In many ways, it could be argued that the customer should not even notice the change of ownership. They just want the same frequent, reliable and high quality service that they have been used to on this route for decades. For example, one thing we decided during the process was to keep the name (Scandlines HelsingborgHelsingør), corporate branding, websites, etc. Many of the HH customers also use Scandlines Group’s own routes between Denmark and Germany, and they will only have to deal with one brand in the future. For the fund, this acquisition constitutes the first investment in Scandinavia and the first in a transport company. Both the region and sector are core to the strategy of the fund, and we are therefore very pleased to have made this investment. While we will certainly be monitoring the performance of the business on an ongoing basis, EDIF is by design a buy-and-hold investor. Its success will therefore be measured by is development in the long term rather than year-on-year developments. We genuinely believe that long-term, sustainable businesses like HH are perfect matches for the fund’s investors, which mainly comprise pension funds and insurance companies.
18 Acquisition International - March 2015
DotM - First State Investments Acquire Helsingborg-Helsingør Route
EDIF has closed for new investors in January 2015 with more than EUR 700m of new commitments, taking the total fund size to EUR 2.0bn (which was also the hard cap). Despite challenging market conditions, the fund’s fifth and final Series was the most successful fund raising initiative of all five Series. We are constantly assessing new investment opportunities in the core European infrastructure market with the purpose of investing the remaining undrawn commitments in EDIF.
Acquisition International - March 2015 19
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Deal of the Year 2014 Our Deals of the Year 2014 celebrate the transactions that defined the global business landscape over the last 12 months.
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A10 Networks Web: www.a10networks.com
A10 Networks Files for IPO We take a look at A10 Networks’ IPO in March of last year.
A10 Networks has pioneered a new generation of application networking technologies. Its solutions enable enterprises, service providers, web giants and government organizations to accelerate, secure and optimize the performance of their data centre applications and networks. The company’s Advanced Core Operating System (ACOS®) platform is designed to deliver substantially greater performance and security relative to prior generation application networking products. Its software-based ACOS architecture provides the flexibility that enables it to expand its business with additional products to solve a growing array of networking and security challenges across cloud computing and mobility. A10 Networks has a portfolio of application-layer networking products that assure user-to-application connectivity is available, accelerated and secure.
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Application Availability – ensuring that application servers and networks are reliably accessible regardless of user, device type, location or connectivity; shielding network resources from volumetric resource attacks intended to deny service; and bridging the accessibility gap so that legacy services using IPv4 address space can be accessible to devices using the new IPv6 standard, and vice versa. Application Acceleration – improving website and application performance with extremely high-performance application-aware load balancing, including server offload functions like content caching, connection multiplexing, compression, and SSL (encryption) offload, delivered at massive scale up to 1 Tbps with our aVCS™ virtual chassis system. Application Security – delivering a range of security features that decrypt, authenticate and inspect application flows, and then detect and mitigate the growing array of sophisticated cyber security attacks that threaten availability of the largest websites and networks around the world.
At the centre of the A10 product offering is its Advanced Core Operating System (ACOS®), which serves as the high-performance, application-aware networking platform for all of its Application Services Gateway (ASG) products. Initial success and growth was built upon the AX Series product line that accelerates and secures data centre applications. In 2013, the company launched the premium performance A10 Thunder™ Series product family, which further leverages the ACOS platform with three new product lines to address a range of customer needs: • Thunder Series ADC: An Application Delivery Controller product line that accelerates and secures data centre applications and networks • Thunder Series CGN: A Carrier Grade NAT product line that provides large-scale address and protocol translation services for carrier networks • Thunder Series TPS: A Threat Protection System product line that provides detection and mitigation against Distributed Denial of Service (DDoS) cyber attacks. The deal In March 2014, A10 Networks filed with US regulators to raise US$187m in an initial public offering of common stock. Morgan Stanley & Co LLC, Merrill Lynch, Pierce, Fenner & Smith Inc and JP Morgan Securities LLC were lead underwriters to the IPO, A10 Networks said in a filing with US Securities and Exchange Commission. 22 Acquisition International - March 2015
Deal of the Year – A10 Networks Files for IPO
Acquisition International - March 2015 23
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Veritiv
Mary Laschinger Chairman and CEO Veritiv Corporation Company: Veritiv Corporation Web: www.veritivcorp.com
Veritiv Corporation 2014 B2B Deal of the Year for the Americas Veritiv Corporation was created in July 2014 through a Reverse Morris Trust transaction and is backed by a US$1.4bn asset-based lending facility. The deal was named by the Acquisition International internal judging panel as ‘2014 B2B Deal of the Year for the Americas’. Mary Laschinger, Chairman and CEO of Veritiv, tells us more about this deal – one she says lays the foundations for being the distribution solutions market leader in North America.
Veritiv Corporation is a North American leader in business-to-business distribution solutions. Serving customers across many industries, Veritiv provides print, publishing and print management, packaging, facility solutions and logistics services that help shape the success of its customers. Established in July 2014, following the merger of International Paper Company’s xpedx division and Unisource Worldwide, the company employs approximately 9,500 team members across more than 170 distribution centers throughout the US, Mexico and Canada.
“Independently, our two legacy companies achieved past success by continuously upholding high standards of customer focus, integrity, and accountability. Through leveraging this combined history of operational excellence, Veritiv evolved into one team shaping its success through exceptional service, innovative people and consistent values,” Laschinger adds.
The company is traded on the New York Stock Exchange under the symbol VRTV. Veritiv is much more than a company that just offers products. The company designs, sources and delivers business solutions to help its customers operate more efficiently.
“Today, Veritiv’s focus on segment-tailored market leadership and commitment to operational excellence allows it to partner with world class suppliers, add additional value through multiple capabilities and deliver solutions to a wide range of customers. The Veritiv integration and synergy plans align processes and strategies across the business to form a distribution solutions leader in North America.
“We are confident that we are the only company in our industry that can offer the wide spectrum of services our customers find in Veritiv,” says Mary Laschinger, Chairman and CEO. “We remain focused on providing customers best-in-class service, innovative products and value-added solutions.”
“Specifically, the formation of Veritiv allows us to focus on the components necessary to create an industry leader: market leadership; value creation; and strategic focus.
Creation of an Industry Leader Veritiv Corporation was created through a Reverse Morris Trust transaction and is backed by a US$1.4bn asset-based lending (ABL) facility. Pursuant to the transaction agreements, Veritiv was first spun off from International Paper Company to the International Paper shareholders. Immediately thereafter, UWW Holdings, Inc., the parent company of Unisource Worldwide, Inc., merged with and into Veritiv, with Veritiv surviving. In connection with the spin-off, Veritiv issued 16 million shares of common stock. Immediately following the merger, approximately 51% of the Veritiv equity was held by the International Paper shareholders and approximately 49% of the Veritiv equity was held by the former stockholders of UWW Holdings, Inc. “Strategically, the deal was an opportunity to merge 24 Acquisition International - March 2015
the two companies into an industry leading public company traded on the New York Stock Exchange,” says Laschinger.
“It was an extraordinary transaction that required extremely hard work of all Veritiv team members, led by an integration team made up of the best and brightest employees of both legacy companies. “The deal process required an intense collaboration that involved examining the operations, systems and policies of the legacy companies and determining the best practice going forward. In some cases, entirely new processes were created. It was quite an achievement,” says Laschinger, “and I’m very proud of the efforts of all Veritiv employees.” A Challenging Deal “The greatest challenge in the deal was the series of unique and complex financial and legal transactions that needed to be completed within a specific timeframe,” she continues. “We worked hard to complete the transaction in a short period of time. As a result, on day one, Veritiv was able to go public, begin trading on the New York Stock Exchange, and
Deal of the Year - Veritiv Corporation
begin operations in good standing,” says Laschinger.
opportunities for career enrichment.”
“When Veritiv was formed, we established three key priorities. We wanted to stabilize our ongoing operations as a combined business while maintaining customer focus; execute our integration plans and synergy capture; and align the organization around our segment strategies, our operational model and organizational design.
In this highly competitive industry, Veritiv is quickly establishing itself as the preeminent company to work at, giving the company the ability to attract the top talent.
“The Veritiv business strategy is Profitable Growth Through Operational Excellence,” Laschinger says.
“We are also building a values-based culture for the company, which we feel will ultimately drive operational excellence through to the bottom line,” Laschinger says.
“We have a profitable revenue mix and segment-specific market leadership, which when combined with operational excellence drives success for the company.
Looking to the future, Laschinger says Veritiv is positioned to create significant value for its customers, suppliers and shareholders, while capturing synergies across the business, creating a strong, sustainable company.
“In the near term, our priority is to focus on integration and synergy capture to position the company for future growth. After that, we can consider other opportunities beyond organic growth.”
“We understand that too much change can be disruptive to our customers and employees, so we are focused on protecting our base business and delivering the value potential of Veritiv.”
Strong Foundation The Veritiv team has created the foundation for being a distribution market leader in North America. “We have assembled the best professionals in the business, equipped with industry expertise that will ensure greater sourcing strategies and supply chain capabilities,” says Laschinger. “We are investing in resources and our people, including offering strong
Acquisition International - March 2015 25
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Name: Mr. Arun Nanda Address: Mahindra Towers, Media Cube, G. M. Bhosale Marg, Worli, Mumbai, 400 018
Mahindra Acquires Manali Resort Consumer Deal of the Year for Asia Pacific in Hospitality Established in 1996, Mahindra Holidays & Resorts India Limited (MHRIL) is the leisure and hospitality arm of the Mahindra Group, a USD 16.5 billion multinational group based in Mumbai, India. Club Mahindra, the company’s flagship brand, is India’s leading player in the leisure hospitality industry that offers quality family holidays primarily through vacation ownership memberships. Mahindra Holidays acquired a resort comprising 60 rooms in Manali in June 2014. This is the company’s second resort in Manali and has been acquired via purchase of 100% equity share capital of Competent Hotels Pvt. Ltd (CHPL). The company focuses on adding inventory by building resorts, purchasing or leasing properties. “With its snowcapped peaks and beautiful vistas, Manali has always been a popular destination for our members and this new property will only encourage more of them to visit this spectacular destination. This acquisition is part of our strategy to increase our resort footprint and offer our members a variety of experiences in diverse locations, including hill stations, deserts, jungles and beaches,” said Arun Nanda, Chairman, MHRIL. The resort is perched on the left bank of the River Beas and offers a picture-perfect mountain view.
Manali, India saiko3p / Shutterstock.com
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It overlooks a fertile valley covered with terraced paddy fields and the majestic snow clad peaks of the Himalayan range provide a breathtaking backdrop to this serene location. Most of the 60 rooms have a private balcony which offer a spectacular view of the surrounding mountains. The company has a fast growing customer base of 178,000 vacation ownership members and offers 41 resorts across India and abroad, as of 31st December 2014. Club Mahindra is committed to creating ‘Magical Moments’ for its vacation ownership members when they holiday at one of their resorts. For more details about the company please visit www.clubmahindra.com
Consumer Deal of the Year for Asia Pacific in Hospitality
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Name: Samantha Unnikrishnan Email: Samantha_ Unnikrishnan@intuit.com Web: www.intuit.in Address: Intuit India Software Solutions Pvt Ltd Executive Center, 18th Floor, One Horizon Center, DLF City V, Sector 43, Gurgaon – 122002 Haryana, India Phone: +91-124-668-7913
Intuit Inc. Acquires KDK Softwares Private Limited Intuit Inc. is a software company that develops financial and tax preparation software and related services for small businesses, accountants and individuals. We spoke to Nikhil Arora, Vice President and Managing Director at Intuit India, on the landmark deal and the growing sense of optimism among Indian businesses.
The Indian economy is currently going through an exciting phase of growth and development, with Small and Medium Enterprises (SMEs) especially experiencing exponential growth over the last decade. According to the latest reports by the SMB Chamber of Commerce and the Ministry of Micro, Small and Medium Enterprises (MSME), India currently has more than 48 million SMEs and Indian SMEs who have grown at a stable pace of 4.5% in the last 5 years. These SMEs contribute to more than 45% of India’s industrial output, 40% of the country’s total exports and create 1.3 million jobs every year. What’s more encouraging is that technology is a key catalyst fueling the growth of small businesses in India today. Furthermore, progressive small businesses are investing more in technology-based solutions, view technology as a business enabler, and are much more likely to expect revenue growth. As for technology, cloud, mobile management and social media are key trends impacting small business growth. All of the above reasons highlight why Intuit has decided to invest in India, and Intuit maintains an optimistic outlook on the region. “At Intuit we are thrilled to be in India offering cloud solutions to small businesses and accountants, and contributing towards accelerating their growth,” says Arora. “The number of small and midsize businesses heading towards cloud services is expected to climb 20 percent between 2012 and 2016, as the workforce drops in age and more Indian companies embrace technology. It is this prevailing sense of optimism in the Indian business community that helped us finance our deal. There is increasing popularity of online businesses among the masses, as well as the now widespread use of smart phones, cloud computing and funding to ecommerce models. Furthermore, positive media coverage on the Indian start up space have made smaller Indian players open to the idea of partnering with global players.” Intuit is a company that creates business and financial management solutions that simplify the business of life for small businesses, consumers and accounting professionals. Its flagship products and services include QuickBooks®, Quicken® and TurboTax®, which make it easier to manage small 28 Acquisition International - March 2015
businesses and payroll processing, personal finance, and tax preparation and filing. Other products include Mint.com, which provide a fresh, easy and intelligent way for people to manage their money, while Demandforce® offers marketing and communication tools for small businesses. Furthermore, ProSeries® and Lacerte® are Intuit’s leading tax preparation offerings for professional accountants. With all of these products and services combined, Intuit had a revenue of $4.5 billion in its fiscal year 2014. Since being founded in 1983, the company has grown to include approximately 8,000 employees, with major offices in the United States, Canada, the United Kingdom, India and other locations. India is Intuit’s first venture in the Asia Pacific region, and Arora wants to create an even greater presence in that region. “We commenced operations in India in 2005,” says Arora. “Today, we currently have more than 900 employees across offices in Gurgaon, Bangalore, Mumbai and Jaipur. Our commitment and investment in India is three-fold: to be the ecosystem behind small business success, to invest in Indian employees, and to learn from the best in India.” Evidence of Intuit’s track record of expansion can be found with their flagship product QuickBooks. This product started its journey 25 years ago as a desktop product and a decade ago they introduced QuickBooks Online, the cloud product. Today, Intuit QuickBooks is sold globally in markets like the US, Canada, UK, Singapore, Australia and India. It is now the world’s No.1 cloud business and financial management software for small businesses and accountants, with 1.5 million users in over 124 countries using the cloud product. Intuit launched QuickBooks in India in 2012, where they have continued to add even more users to their flagship service. “Since the launch of Intuit QuickBooks in India, we’re seeing some exciting results as it’s helping small businesses effectively manage their business finances and helping accountants to better collaborate with their clients,” says Arora. “In 2013 we introduced the all-new reimagined QuickBooks,–as the global small business operating system, and the new redesigned QuickBooks was unveiled at the QuickBooks
Deal of the Year - Intuit Inc Acquires KDK Softwares Private Limited
Conclave 2013. This next–generation QuickBooks, available in more than 100 countries, provides small businesses and accountants with an intuitive, easy-to-use design and access to a robust, open and scalable platform that works anytime, anywhere.” As a service that is leading the way in terms of delivering cloud business and financial management software, Arora explained why they are different from their competitors. “We rebuilt QuickBooks from the ground up to deliver a simple, yet powerful platform that goes beyond accounting and offers small businesses an unprecedented business management solution. QuickBooks is built to take advantage of the cloud, which means that small businesses can access their key business information anytime, anywhere on the go, and it’s positioned to connect with other services that small businesses rely on around the globe. Our slogan is that QuickBooks allows small businesses to organize all their business finances in one place – enabling them to take quick and informed decisions: anytime, anywhere. For accountants - QuickBooks allows accountants to grow their practice by enabling better collaboration with their clients.”
“In terms of QuickBooks’ availability in India, it is unlike any other solution currently available for small businesses and accountants. No other company has the simplicity of its design, its open and integrated platform, as well as it being tailored to your life and that you can access it anywhere, anytime, and through any device. It is a web based, easy-to-use, and exclusively designed to help small businesses spend less time bookkeeping and more time growing their business.” As market leaders in various different countries, it is their acquisition of KDK Softwares that sets the stage for them to become the ecosystem behind small business success in India. KDK Softwares Private Limited are a market leader in providing professional tax solutions, and is a fast-growing company committed to providing reliable and costeffective software solutions to Tax Professionals and small businesses throughout India. KDK Softwares, now a part of Intuit India, has a customer base of over 20,000 accountants, which now means Intuit represents 1 in 5 registered practicing chartered accountants in India.
“We are excited to have gained the KDK Software management and team, whose experience and strong domain knowledge will enhance our capabilities,” says Arora. “Through this acquisition we are expanding our ecosystem of offerings by providing a simplified tax filing process for accountants, bookkeepers and their small business clients. We have witnessed that fifty percent of accountants’ time is spent doing taxes, with this acquisition and its integration with the popular QuickBooks, Intuit will be able to offer an end-to-end solution for accounting, tax computation and e-filing, thus saving valuable time. “The addition of KDK Softwares builds on Intuit QuickBooks’ small business ecosystem offering in India, providing a seamless and collaborative tax filing solution for bookkeepers, accountants and their small business clients. Furthermore, KDK Softwares brings the benefits of working with a partner with software skills, networking expertise, project management experience and domain knowledge in every aspect of statutory compliance.
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With this acquisition Intuit is today serving 1 in 5 practising chartered accountants in India. We have acquired 60+ channel partners, who have presence across Tier 1 and Tier 2 cities in India. With the integration of tax e-filing with QuickBooks, we’ll be able to offer our users in India with a robust product portfolio that takes us one step closer to becoming the small business ecosystem service provider.” The deal process involved exploring who the industry leaders were and the finalization of the target of both firms. Among the other commitments were preliminary discussions and signing of LOI, due diligence and valuation by a leading accounting firm, negotiations, signing of share purchase agreement, fulfilment of closing conditions and integration planning. With such a landmark deal being done, a meticulous level of preparation and detail were adhered to throughout the entire process. “Our focus from Day 1 was on planning and ensuring a smooth on-boarding and early employee experience,” says Arora. “This involved ensuring that the best practices in employee benefits were implemented, that the team moved to a new upgraded facility, and that employee engagement events are conducted in a mix of Hindi and English languages for emotional connections. The key objective was minimum disruption to existing business and winning hearts and minds of the target’s team, which is why a dedicated full time integration manager was hired for integration planning.
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“As a global company, we have many function leaders based in company headquarters in Mountain View, California, USA. The deal required close coordination between Intuit’s India and US offices as well as with external legal advisors. We faced the typical challenges you would expect when a global company with 8,000 employees acquires a regional player with 120 employees - differences in speed in decision making, multiple stakeholders, consensus building, cultural and geographic barriers.” Looking towards the future, Arora’s vision is to build Intuit’s presence in India even further. “By 2020 we want 1 in 4 small businesses to be using Intuit products and services. We have invested a lot of time to learn and understand the environment in which our customers operate. Moreover, we have brought our passion for innovation and solving customers’ challenges to India and are optimistic about the collaboration and new ideas generated within the country today. “We are leveraging our proven methods for innovation through the follow me homes, where we observe customers at home or at work, and try to understand the behaviours, wants and needs of Indian small businesses. With our QuickBooks service, accountants are favourably recommending the product to their clients, as well as using it. We are seeing a 49% month over month growth rate in the product adoption by accountants. As a result, we are working on creating offerings to help address crucial pain points of India’s millions of small businesses which include: managing their business, get paid and pay others, and to find and retain customers.”
Alongside this acquisition, another important development for Intuit includes a strategic partnership with Paybooks, one of the premier and fast growing cloud based payroll providers in India, who will offer a comprehensive payroll platform for small business owners and accountants. “The reinvented Intuit QuickBooks will help users manage end-to-end payroll, benefits and compliances. With the payroll integration, Intuit QuickBooks now has a unique and fully integrated cloud based financial management solution with payroll capabilities focused on small businesses. “At Intuit we are committed to solving challenges faced by small businesses and accountants in India by providing awareness, availability and affordability of technology to small businesses. As the market leader in cloud based financial solutions, we want to be at the forefront of the development of the small business ecosystem. The company, with its global legacy, has institutionalized the process of propelling innovation internally and is creating platforms to bring the ecosystem together externally towards becoming a true partner for small businesses in India.” “Today we are providing financial management, professional tax and payroll solutions to small businesses and accountants. In the future we would be introducing inventory management, grow your business and payment software solutions in India.”
Dealmaker of the Month Behind every major deal there are firms and individuals whose skills and expertise combine to see the transaction through to a successful conclusion. That’s why we’ve spoken to the executives involved in these global transactions, gaining in the process valuable and fascinating insights into the dealmaking process. We’ve certainly learned a lot from our conversations – and we hope that you will too.
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Name: John D. Emory Jr. Email: jdemory@EmoryCo.com Web: www.EmoryCo.com Address: 250 E. Wisconsin Ave., Ste. 910, Milwaukee, WI 53202, USA Phone: (414) 831-5644
Emory & Co Assists Duff & Phelps' Acquisition of American Appraisal Emory & Co. is a boutique investment banking firm located in Milwaukee, Wisconsin. We spoke to John Emory Jr about the pride of being selected as financial advisor to American Appraisal’s Board, and how it made them feel like “the pro’s pro.” We are honoured to have been selected as financial advisor to American Appraisal’s Board. As for the deal, the acquisition of American Appraisal by Duff & Phelps is a win-win situation for all parties. It combines two of the world’s strongest valuation and financial advisory firms, which will in turn create a global powerhouse. American Appraisal’s well-established global footprint and thought leadership in the appraisal industry is a great fit with Duff & Phelps. As team leader for Emory & Co. in this project, I was involved in drafting documents, coordinating due diligence, leading presentations and discussions at American Appraisal’s Board of Directors Meetings, as well as delivering a fairness opinion to the Board. With my role as President of Emory & Co., I take an active role in business development, buyer relations, and executing transactions for the benefit of our clients after we are hired. My company is a boutique investment banking firm located in Milwaukee, Wisconsin. We provide merger and acquisition advisory and business valuation services to middlemarket companies. Our typical clients are profitable, established businesses with revenue between $10 million and $200 million.
In terms of seller clients, they tend to be either looking to sell 100% of their business to a strategic buyer, as was the case with American Appraisal’s sale to Duff & Phelps, or sell a majority interest to a private equity group and retain a minority interest in the company going forward. In either case, finding the right buyer for each seller’s unique circumstances is critically important to achieving a successful transaction. In order to achieve a successful transaction, we put a tremendous amount of effort and focus on matching our seller clients with the best buyers, which sometimes requires a global reach. In 2014, for example, we ran a very successful sale process for Quincy Street, Inc., a Michigan-based processor of ham and other pork products, which resulted in 100% of the company being sold to a U.S. subsidiary of Mitsubishi Corporation, which was already in Quincy Street’s supply chain. As for our business valuation practice, we provide various types of financial opinions. These include fairness opinions, solvency opinions, and opinions as to the fair market value of a company’s common stock. We also provide valuations for other equity interests such as stock options and profits interests, which are increasingly used by private equity groups to incentivize the management of their portfolio companies. What separates us from our competitors is our deep knowledge of private company capital markets and valuations. We also differentiate with our senior team members’ experience at larger firms prior to co-founding Emory & Co. in 1999. John Emory Sr. and F. R. Dengel, two of the firm’s co-founders, came from the investment banking department at Robert W. Baird & Co., a global investment banking firm headquartered in Milwaukee. Personally, I came from Michael Best & Friedrich LLP, a large corporate law firm, where I focused on merger and acquisition transactions as an attorney. Going forward, the future looks bright for our firm. We have a robust pipeline of seller clients, for whom we are running competitive sale processes to strategic buyers and private equity groups, and we also have a full stable of business valuation clients, many of whose common stock we appraise annually. The strengthening U.S. economy, record corporate profits, and high stock public stock market prices have combined to make it a “seller’s market” for U.S. business owners, and are good for us at Emory & Co.
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Dealmaker of the Month - Emery & Co
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2015's Most Innovative Business Leaders We’ve gathered a list of managers, CEOs and business leaders from different regions, researched each firm individually and looked into the services they provide as well as their achievements over the past year. The results of our search, which you will find on the following pages, are a celebration of those whose skills and industry knowledge mark them out as the pace-setters in global business: our Most Innovative Business Leaders 2015.
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William LaMont (“T”) Thompson, Esq. is President and Chief Executive Officer of the Association of Graduates of the United States Air Force Academy. He told us about his fascinating story from joining the US Air Force, to building his own company and beyond. Name: William “T” Thompson Web: www.usafa.org the United States Air Force Academy. He presently serves in this position. The US Air Force Academy in Colorado Springs, CO, along with the US Military Academy at West Point, NY and the US Naval Academy at Annapolis, MD are the nation’s elite military universities. They provide a four year college education to a selected group of the country’s brightest students and prepare them for service as commissioned officers in their respective services. Each school also has an alumni association for its graduates which provides additional support to the academies and its cadets/midshipmen and serves their graduate communities. Mr. Thompson runs the Association of Graduates (AOG) at the Air Force Academy. On leadership, Thompson sums it up succinctly; “Leadership is getting a group of people to follow you in doing the right things, for the right reasons, in the right ways. They need to trust that you will lead them in successfully accomplishing the mission or objectives, while valuing their contributions to that effort.”
William “T” Thompson
A native of Orangeburg, South Carolina, William “T” Thompson became the first African-American from South Carolina to receive an appointment to the U.S. Air Force Academy in Colorado in 1969. After a distinguished tour in the Air Force as a jet instructor pilot, Captain Thompson enjoyed a twenty-five-year career with Delta Air Lines and retired as an International Line Check Captain with an assignment to the Boeing 767-400 aircraft. Thompson, also an attorney, is a member of the Massachusetts Bar and the Washington, DC Bar and is admitted to the Bar of the Supreme Court of the United States. He founded the Summit Group in 1982 and through growth, acquisitions and mergers, built the company into a small conglomerate which owned Subway, Dunkin Donuts and TCBY fast food franchises, a systems integration company, an engineering and testing company and a medical services firm. Thompson’s accomplishments have been chronicled in numerous media outlets including The New York Times, The Wall Street Journal, Black Enterprise Magazine and NBC and CBS news. Thompson was appointed Commissioner of the Massachusetts Aeronautics Commission in 1982. The longest serving Commissioner in its history, he worked in three successive administrations under both Democratic and Republican governors. Thompson was appointed by Gov. John Hickenlooper to the Colorado Aeronautical Board, effective 1 February 2013. He sold his business interests in 2000-2001 and took an early retirement from Delta Air Lines in 2005. He devoted his energies to speaking and writing, giving back to the community and spending time with his family. Also in 2005 he co-authored a self-help book entitled Conversations On Success with John Gray of Men are From Mars-Women are From Venus- fame and self-help gurus Brian Tracy and Jim Rohn. In 2008, he came out of retirement to become President and CEO of the Association of Graduates at his alma mater,
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As a former Air Force Captain, Thompson appreciates the leadership lessons learned during his time in the service and laments that more business leaders don’t apply many basic leadership principals. “Our core values at the Academy and in the Air Force are simple but fundamental to how we operate; ‘Integrity first, service before self and excellence in all we do.’ If you bring those values to any leadership task, you’ll start in a pretty good position.” As to other characteristics of a good leader, Thompson reflects that some things are essential to achieving any significant level of success. “You need to be focused with a clear vision on what is to be accomplished and have the discipline to stay on task. But you’ll also need to be flexible to adjust to changing circumstances. And, of course, you’ll need to be determined to get the job done because there will inevitably be challenges along the way. “ As to challenges at the AOG, Thompson shares that there have been a few. “When we took over, there was a split in the graduate community and most of the major metrics were going in the wrong direction. We’ve been able to reunite our constituencies and have aggressively moved the organization forward.” Thompson states that graduate chapters (an organized geographic grouping of graduates) have grown from 31 in 2010 to 83 across the US and around the word with chapters now in Europe and Asia. Business revenue has grown 145% during the same period and the AOG’s communication portfolio has garnered 38 awards including successive gold medals for best alumni magazine and best web site in competition with 180 universities in the region. Thompson says he is pleased to have been selected for this honor but credits the hardworking, dedicated professionals of the AOG who serve the Academy and its graduates with unselfish pride.
2015’s Most Innovative Business Leaders
Ace Depot specialize in the sale of new and factory refurbished Office Machines and Supplies in New Jersey. They spoke to us on their aim of providing quality office products for less.
We are a company that specialises in the sale of new and factory refurbished Office Machines and Supplies. Since being established in 1993, we have continued to grow and serve customers from coast to coast.
Name: Chris Corday Address: 159 Paris Ave, Northvale, NJ 07647, United States Phone: 1-800-844-0962 Fax: (201) 768-1948
Our services are done through our website, www. acedpot.com, where our customers can find hundreds of quality products for sale at low prices. In terms of availability, our website is ready to take online orders 24 hours a day, and 7 days a week. However, if customers prefer to purchase via telephone they can using our dedicated hotline. Moreover, we are physically there to take our customers orders Monday – Friday, 10:00 AM – 6:00 PM EST. We find that stock orders usually ship the same day the order is placed. What separates us from our competitors is that we have great prices, have a large selection of items, provide same day shipping, have phone ordering and facilitate for secure on-line ordering. Furthermore, we are also part of the MFMP vendor list (Florida Association) and Part of the US Chamber of commerce.
AMBC Inc are known worldwide as the fastest growing IT consulting company. We spoke to them about their mission to deliver simple solutions to complex problems.
We are a company with expertise in SAP implementation along with Application development, IT security services, Infrastructure support, Business and Project services with Digital Marketing Services. With almost 15 years’ experience, AMBC is headquartered in Chicago, IL – USA and is an end-toend ICT (Information and Communication Technology) solution provider and leading System Integrators globally. AMBC’s mission is to help organizations understand the significance of Information technology tools and their various ground-breaking solutions to rationalize their business processes in the best possible manner, capitalize on profits and anticipate future growth possibilities.
Within two years of its inception, AMBC acquired SAP alliance and became a vendor for Deloitte consulting. By the year 2004, AMBC was recognized as the top IT Company in Illinois State. The company expanded itself in the growing international market of India in the year 2005 through its alliance with Intelligroup now known as NTT data. It was through its constant growing and systematic channelization, that AMBC received National Ranking in USA in the year 2006. Another partnership that significantly developed our business was when we gained an alliance with Cisco and became the poster company for Microsoft for CRM and went on to become the top IT vendor by the year 2008. AMBC further fuelled its growth with its alliance with the EnnveeTechnogroup & StravisIT and went on to establish 2 offices in the US, and offices in Hyderabad, Chennai and Madurai. By the year 2012, AMBC secured its place in the Inc 500/5000 Company.
Looking towards the future, we vision ourselves as a globally renowned and respected IT & Communication technology solution provider in the field of IP telephony and System Integration, setting up even more world class resources and infrastructure. Operating with a strong and diligent workforce of 150+ employees working onshore & offshore, AMBC manpower represents a prosperous assortment of countries and cultures driven with a passion to excel. Name: Shanta Balukamar E-mail: info@ambconline.com Address: 424 Fort Hill Business Center, Suite # 109, Naperville, IL - 60540
We pride ourselves on being instrumental in offering testing services and asset based simplified solutions through some crucial projects. The company is also expanding its base in the international markets through its service- level and project- scope based deliveries along with offering off-shore advantages.
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The Manor Bar & Restaurant Name: Lesley Gascoyne Email: themanor@fsmail.net Web: www.themanortoton.co.uk Address: 350 Nottingham Road Toton, Nottingham, NG9 6EF Phone: 0115 946 3266
The Manor Bar & Restaurant, a family friendly restaurant with an open and inviting atmosphere, is situated in the village of Toton, Nottinghamshire. We spoke to owner Lesley Gascoyne about how they pride themselves on offering great quality, and freshly prepared food, combined with excellent table service and highly professional staff. As the owner of a family friendly restaurant, we provide for a wide variety of customers. We can comfortably accommodate parties, small weddings, christenings, birthdays, family gatherings and more are catered for on a regular basis. Whether it’s a large gathering, a romantic meal for two or just a night out, our relaxing and casual atmosphere and professional staff combined with spacious surroundings is dedicated to making our customers’ visit special and memorable. Added to our inclusivity is that children are welcome anytime with a special fresh food menu available for them. We also have disabled access, parking and toilets. Moreover, we boast a heated patio area with a separate area for smokers and a large car park. We understand that pricing is also a considerable factor for many of our customers, which is why we provide a relaxed and casual dining experience at a price that won’t break the bank. Alongside our restaurant is a bed and breakfast consisting of 5 rooms. We have decorated our rooms for full comfort so our customers feel like they are are at home in their own room. These rooms are only £50.00 per room per night from Monday to Sunday including breakfast or evening meal. Furthermore, all of our rooms have televisions and free Wi-Fi as well as coffee and tea making facilities. Another example of how we go that extra mile for our customers is that if they need to leave before our breakfast hours, we are happy to do you a packed lunch to help them have a good start to their day.
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Acquisition International's Guide to Maximising Real Estate Transactions Within... In an ever shifting global market, it is essential for investors and developers to maximise the value of their transactions. In the real estate industry, this can, of course, be easier said than done. However, with help, guidance and advice from skilled experts, enhancing returns on M&A real estate transactions has never been easier. We spoke to some of these exaperts to find out more.
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the USA Robbins, Salomon & Patt, Ltd. is a mid-market business oriented law firm based in Chicago, Illinois. We spoke to them about how the marketplace for commercial real estate may be global, but the particulars of commercial real estate acquisition, financing, development, leasing, and ownership are intensely local.
Name: R. Kymn Harp Email: rkharp@rsplaw.com Web: www.rsplaw.com www.Harp-OnThis.com Address: 180 N. LaSalle Street, Suite 3300, Chicago, Illinois 60601, USA Phone: +1 312 782-9000
In our region, local laws and regulations in each jurisdiction where the real estate is to be acquired will govern its ownership and use. The good news is that the economic environment for real estate investment in the USA is strong and growing stronger. Domestic interest rates are low; property values in most asset classes are rising; and international investment is welcome. Over the past year, multi-family properties, mixed-use office/retail projects, and industrial and intermodal properties have shown particular strength and upside potential. Full service retail shopping centers in desirable urban locations are also returning to popularity as investment targets. Even with the explosive popularity of online retail, brick and mortar retail centers are rebounding as a key investment vehicle, often coupled with lifestyle enhancements to create a unique in-person buying experience for affluent urban consumers.
With its headquarters in downtown Chicago, Illinois, and easy access to O’Hare International (ORD) airport, Robbins, Salomon & Pat, Ltd. is wellequipped to represent international investors and lenders in the rapidly growing Midwestern region of the USA, and to serve as lead counsel for real estate acquisitions, development and financing throughout the continental USA. The Business and Real Estate Transactions group at Robbins, Salomon & Patt, Ltd. is complemented by a talented group of commercial litigators, as well as attorneys focused on taxation, bankruptcy and creditor’s rights, banking, finance, and hard money lending, and municipal law. If you are planning to invest in USA real estate, skilled and experienced legal counsel is a must. For more information, please contact us from our details in the red box above. Chicago, Illinois attorney R. Kymn Harp is a recognized thought leader and resourceful advocate for real estate investment throughout the United States of America. He is a member of the management committee at Robbins, Salomon & Patt, Ltd., www. rsplaw.com, and chairs the firm’s 20 member Business and Real Estate Transactions group. During his 37 year legal career, Kymn has developed expertise in virtually all aspects of commercial real estate while representing investors, developers, lenders and privately held business enterprises.
Chicago 40 Acquisition International - March 2015
AI’s Guide to Maximising Real Estate Transactions within...
the Cayman Islands Campbells is a well-recognized firm, both internationally and locally, with operations in the Cayman Islands, the British Virgin Islands and in Asia, which has been in operation for over forty years. Our work force is a collection of highly experienced and skilled attorneys who are all easily accessible to its clients.
Name: Lily W. Lee Email: llee@campbellslegal.com Web: www.campbellslegal.com Address: Floor 4, Willow House, Cricket Square, P.O. Box 884 Grand Cayman, KY1-1103 Cayman Islands Phone: (345) 949-2648
We have a premier property and local practice team headed by Lily W. Lee which focuses on property, bank financing, private client and wills and estates. The service provided by the Campbells team offers quick and efficient turnaround for property transactions ranging from residential and commercial purchase and sale to planning and development. We offer first rate service with an attention to detail and client care which distinguishes us from our local competitors. Our team has well established contacts with bankers, top realtors, developers and contractors on the Island. We handle simple transactions to complex transactions involving multiple parties, developers and lenders from negotiation to completion. We advise a wide range of clientele on a variety of issues including: • Sale and purchase contracts • Commercial and residential financing and security documentation • Acquisitions of raw development land for property and building development • Disposals of bare land both to home builders and by way of leasebacks to original owners • Preparation of development agreements • Property management agreements and all aspects of commercial leasing from both the landlord and tenant perspectives
• • • • • • • •
Applications for local companies control law licences, planning and other local requirements Joint venture agreements for developers Leases, sub-leases and assignments Building contracts and management agreements Acquisition and sale of hotels Hotel management agreements and rental pool agreements Drafting by-laws of strata corporations General advice on property matters
We have an excellent litigation department which advises on high profile contentious real estate matters and has an established debt recovery practice in place. Campbells provides regular debt recovery services to many of the major lending institutions on the Island and deals with high volume of property related matters in this regard. The litigation department and the property team of Campbells closely cooperate and compliment one another. The Cayman Islands’ property market continues to thrive with the Campbells team at its forefront. We have acted and continue to act for some of the major developers and leading players in the Cayman property market through our wide and varied contacts.
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Copperstone Capital is an investment management firm founded in 2009 with offices in Moscow, Russia and London, United Kingdom. We manage wealth for high net worth individuals and institutions through various hedge fund strategies. 16 Sadovnicheskaya Street, Moscow, 115035, Russia T +7 495 988 0010 F +7 495 951 1410 www.copperstonecapital.com
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Ones to Watch in 2015 We continue our monthly search for the standout firms from around the globe who are changing the way their industry works, providing peerless service and achieving stunning results, both for themselves and their clients.
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International award-winning Conduit Consulting LLC provides strategy, corporate development, general management, as well as transaction advisory and support services. We spoke to Jillian Alexander, Founder and Managing Director of its Strategy & Corporate Development practice, about how recent developments are driving major changes in deal strategy and process. We find that in the United States high deal prices, data security concerns, increased distrust of investment bankers and business brokers, as well as new and pending legislation are driving changes in deal strategy and process. It’s always been the case that small companies could never afford to waste money on a bad acquisition. However, with today’s prices and slow economic growth rates, big companies have become far more cautious. Now, the pressure is on deal advisors to ensure the buyer has clarity of both the assets and liabilities it is acquiring or risk losing the client or the deal after considerable effort.
“The recent credit crisis, legislative changes and movements towards responsible property investment (RPI) and corporate social responsibility (CRS) have been key drivers in reducing risk profiles, improving environmental performance and promoting sustainability within all sectors. Traditional environmental due diligence models and in particular the “tick box” approach are becoming obsolete, and holistic environmental management systems are emerging which operate from the pre-acquisition due diligence phase, through active asset management to final divestiture.
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Advisors understand that buyers can no longer rely on holdbacks in escrow accounts, as the amounts will not be enough to cover severe data privacy breach penalties or material misrepresentations. As a consequence, operational due diligence MUST OCCUR and appropriate governance policies and practices need to be in place BEFORE deal close. C-suite executives are engaging firms like Conduit Consulting to obtain guidance and support from myself and similar professionals whom are skilled at managing transactions from inception through post acquisition integration in a manner that completes the transaction without disrupting operations and discord, yet accelerates profit growth. Attorneys and Accountants are now advocating for the more complex deal strategies and comprehensive due diligence which I have been leading for more than 20 years. They frequently refer their clients to us due to our unique ability to quickly produce breakthrough innovations and breakaway strategies, resulting in catapulting our clients toward success. We guide clients to grow revenue, improve customer satisfaction, bolster operational performance, decrease cost of capital, increase profitability, gain market share and enhance company’s value. Clients have included multinational and domestic public corporations, private enterprises, government agencies, and non-profit organizations.
Ambiente LLP is a unique environmental consultancy, specialising in environmental due diligence and environmental property management services. The business was founded in 2005 with a vision to provide more flexible, innovative services and after one year in London we set up a German office in Cologne, followed by ventures in the Netherlands, France and Spain. We now operate internationally through a partnership network of experienced and trusted professionals, providing our services to the highest standard with vital local knowledge regardless of location. Our clients include banks, private equity and investment management businesses, pension funds and property managers and also extend to a range of corporate, multi-national manufacturers. Our more fluid approach to environmental due diligence enables us to tailor projects to the specific objectives and requirements of our clients and to quickly adapt scope of works throughout the transaction process if required. We believe in building close working relationships with our clients and adding value to the DD process; it is no longer enough to simply produce a commercial report; as advisors we must also be on hand to facilitate pragmatic management solutions and go to greater lengths to provide comfort to all parties (be they investors, stakeholders, operators or even local regulators).
In 2015, not only does the deal-flow continue, but also buyers are getting serious about fully integrating past and newly acquired businesses to increase profitability. Many companies stockpiled cash during 2009-2013 and now have money to spend. As the US dollar has strengthened and the cost of capital remains relatively cheap, we are seeing many backward vertical integration and cross-border market expansion deals. This is occurring not only in intellectual property asset-rich industries (i.e., communications-media, biopharmaceuticals-drug discovery), but also in consumer and industrial product industries (i.e., vehicles, module housing, bulk and packaged food). Name: Jillian Alexander, MBA, CM&AA Email: info@conduitconsulting.com Web: www.conduitconsulting.com Address: 2530 Wilshire Boulevard Second Floor Santa Monica, CA 90403 USA Phone: +1 (310) 260-9765
Post transaction, and in response to new environmental legislation and investors giving increased priority to environmental issues in their investment decision making, greater pressure is being put on asset managers and operators to improve the environmental performance of their properties and businesses. The demand for environmental management services has risen rapidly in the last 5 years and consultancies need to be on hand to assist with educating investors, asset / property managers and operators and develop and implement suitable management strategies. Ambiente LLP has worked closely with our clients to develop our unique environmental management services aimed at addressing residual environmental liability and compliance issues, establishing good management practices, demonstrating active environmental risk management and providing on-going support and management from an environmental perspective. “
Web: www.ambientellp.com Email: contact@ambientellp.com Address: 4th Floor, 45 Maddox Street, London, W1S 2PE Phone: +44 20 7929 7888
Ones to Watch in 2015
Coller IP provides specialist services in IP due diligence for a wide range of clients engaged in IP investment, management and monetisation and for an equally wide range of drivers including: cost management, offshoring, return on investment analysis, balance sheet considerations, asset transfer, dispute resolution, licensing, flotation, liquidation, business expansion, restructuring and for other strategic purposes. They spoke to us about how they are passionate about delivering a quality service. “Our team draws on real-world Technical, Legal and Commercial (TLC) skills and experience” says Jackie Maguire, Chief Executive Officer at Coller IP. “For the past 10 years, we have been passionate about delivering high quality IP assets through our TLC for IP® services”. Understanding how to develop high quality IP also places Coller IP in a leading position for carrying out IP due diligence.
Name: Jackie Maguire Company: Coller IP Management Ltd Email: jackie.maguire@collerip.com Address: Fugro House, Hithercroft Road, Wallingford, OXON, OX10 9RB Phone: +44 1491 820 616 Fax: +44 1491 820 659
“We assess the strength of the IP, taking all factors into consideration, including provenance, technical credibility, the robustness and coverage of any documents that relate to registered IP, including legal drafting, market attractiveness – and in the context of company growth – the ability of the IP to underpin the business strategy. “Our due diligence extends to all intangible assets involved in a deal. It is not only about patents and trademarks” Jackie explains. “For many organisations, reputation, know-how and creative materials contribute significantly to their value.” It is only recently that organisations have tried seriously to put a value on intangible assets. Putting a monetary value on intellectual property can be contentious, but is possible and frequently essential. Just like other assets, IP can be valued - and bought, sold or leased. Anyone involved in selling or acquiring a company or portfolio should establish what intangible assets the target company or portfolio owns, whether they are live and valid, their significance and commercial value, and whether they are fully protected in all key jurisdictions. Even if the assets have been included on a balance sheet, IP is often not valued accurately, and the information provided may not be sufficiently detailed to be useful. Good IP due diligence and valuation needs to rely upon sound evidence, information and expertise, which is where Coller IP excels. “The financial approaches used in the valuation process are similar to those used to value many tangible assets. Examples include the cost approach, the market approach, the income approach or a combination of these” explains Jim Asher, Head of Valuation and co-founder of Coller IP. “The essential skill in providing an IP valuation for due diligence purposes lies in understanding the risks associated with the commercial impact of the IP, which means a clear understanding of the technical, legal, commercial and financial factors involved.” Acquisition International - March 2015 45
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Stroz Friedberg is a global leader in investigations, intelligence and risk management. We spoke to them about how they lead the way with innovative techniques to manage and examine data in investigations, combining traditional investigative and forensic accounting methodologies with technology backed data recovery and analytical tools. Founded in 2000, Stroz Friedberg works at the intersection of technology, investigations, regulatory governance and behavioural science, to provide a multi-disciplined approach to establishing facts and solving problems. We work across all areas of investigations including cyber security, incident response, digital forensics, data disclosure, forensic accounting, data analytics, compliance and due diligence. With twelve offices across nine U.S. cities, London, Zurich and Hong Kong, Stroz Friedberg has worked with both FTSE 100 and Fortune 100 companies, and over
Risk Management Intercontinental Pty Ltd (RMI) has operated since 1995 and is a leading specialist risk management services organisation, providing consulting, auditing and training services to a wide range of sectors. We spoke to their Director Dr William Danaher about how the recent slowdown in the mining and oil and gas industries has emphasised the need for high quality, targeted risk management and auditing programmes to effectively manage risk, but at the same time minimise costs. Recent developments in both the mining and the oil and gas industries has caused many organisations to evaluate the scope and effectiveness of their risk management programmes. In the past, risk management and associated auditing approaches have tended to be broad brush. In order to be value-adding, risk management must better focus on those threats and opportunities that are of most 46 Acquisition International - March 2015
80% of the AmLaw 100 and the UK’s top 20 law firms. With companies becoming ever more reliant on technology, Stroz Friedberg are becoming more and more adept in dealing with the challenges that come across with this transition. Technology is changing the way our clients undertake business and therefore changing the way we undertake investigations. Increasing use of technology and e-commerce has exposed our clients to new and wide-ranging threats which need to be addressed. Companies are retaining increasing amounts of data, and this in turn means that when incidents occur, whether it is a commercial fraud, legal dispute or cyber-attack, the volumes of data that need to be examined as part of a forensic investigation are escalating. For these reasons, Stroz Friedberg leads the way with innovative techniques to manage and examine these challenges.
investigations, it means new techniques need to be developed to extract, manage and analyse the data. We are a global firm and we are increasingly finding corporates are viewing and managing the risks to their business on a global basis, rather than regionally. We follow that model, and operate as a global team, covering EMEA, APAC and USA. Name: Richard Abbey Email: rabbey@strozfriedberg.com Web: www.strozfriedberg.com Address: Capital House, 85 King William Street, London, EC4N 7BL Phone: 020 7061 2310
As the company moves further into 2015, our focus is to continue to develop our services and the techniques involved in dealing with our clients’ needs. Regulatory investigations, compliance and cyber are significant drivers of work for our business. These have created significant new revenue streams alongside the traditional sources of work such as fraud, disputes and litigation support. The biggest changes in the way we undertake our work have be caused by the increasing amounts of data now being retained by clients. Whilst this enables us to conduct more thorough
significance to an organisation. We maintain that auditing and assurance programmes should be riskbased and not “broad brush” across an organisation. A key focus in our approach is the balancing of threats and opportunities. Risk management is not about “doom and gloom”. Leading organisations grow by taking risks. The key is to understand the threats and opportunities and make informed decisions. As we continue to face ongoing changes in our industry, we are confident we can still meet the ever-changing demands of our clients. RMI provides consulting, auditing and training services to a wide range of industry sectors. RMI has completed numerous projects in the Oil & Gas, Mining, Construction, Transport, Manufacturing and Service industries throughout Australia, Pacific Rim, SouthEast Asia, Europe, North and South America. Each assignment provides the opportunity to provide flexibility in the services we offer. Risk management has grown in maturity since we were established in 1995. There is now an applicable international standard (ISO31000-2009) and much more risk assessment activity is undertaken in-house. The challenge to a risk management consultant is to remain relevant, remain up to date with
industry trends and provide tailored solutions. The movement towards more in-house risk assessment has raised the importance of external audit of all risk management programmes, not only those where there is a regulatory requirement. Our strength is our ability to provide tailored risk management systems and solutions applicable at all organisational levels. Name: Dr William Danaher Email: office@rmipl.com.au Web: www.rmipl.com Address: PO Box 2339, Ascot, Brisbane Queensland, 4007, Australia Phone: +61-419734284
Ones to Watch in 2015
Mayer CPAs specializes in performing licensing and royalty audits for licensors, franchise, patent, trademark, and copyright owners. We spoke to the Firm’s Director of Licensing and Royalty Compliance, Ira Levine, about how the licensing of assets, such as trademarks, proprietary processes, copyrights and other intellectual property, is a leading way for many businesses to increase revenue.
We find that for licensing agreements to maintain successful revenue generating relationships, they must be reviewed on a consistent basis to ensure that licensees adhere to contractual terms and licensors receive accurate payments. Causes of royalty underpayments can range from misinterpretation of agreement terms, weak accounting systems, and even poor communication. Through our thorough review and the auditing of related royalty streams, we can uncover inaccurate and incomplete royalty accounting and reporting that has resulted in the underpayment of royalty revenue. Working in this sector means that our clientele includes musicians, entertainers, toy companies, universities, restaurants and fashion companies, among others. Clients such as these view licensing royalty audits as an opportunity to protect their brand, receive maximum payments from agreements, verify that revenue opportunities are fully realized and ensure licensee activity preserves their brand. In order to ensure the success of these audits, a welldesigned plan and approach is essential. We ensure our audit program addresses the various methods by which compliance is achieved. Our professionals take a number of steps to make sure that maximum payments are received. The first step is to analyse the agreements, statements, and reportings received. Next we discuss with our client the performance of the license and if there are any questions or concerns they have with the licensee. Following that, we perform an on-site examination of the licensee to determine if all terms have been completely adhered to. Upon completion of our agreed upon procedures, we then issue a comprehensive report on the findings.
structure of a smaller firm. As an independent member of the BDO Alliance USA, we have access to the resources of BDO USA, LLP and the BDO network, the fifth largest accounting network in the world. Moreover, the firm’s extensive experience makes us aware of common problems and facilitates the resolution and recovery of lost income. Furthermore, we can also recommend modifications or amendments to current and existing licensing agreements to maximize cash flow.
Name: Ira Levine, CPA Email: ilevine@mayercpa.com Web: www.mayercpa.com Address: 499 7th Avenue, Floor 20N New York, NY 10018 Phone: 212-631-9500
It is through this process of monitoring their agreement and making sure licensees are performing within the bounds of their contract, a number of positive outcomes are addressed. We consider the objectives of the program, agreement provisions, due diligence procedures, internal controls and monitoring structures to strengthen the accuracy of a licensee’s royalty reporting. You are able to verify that revenue opportunities are fully realized, that your brand reputation is persevered, and that the appropriate control is maintained to continue this into the future. What makes us unique is that we provide access to the resources of a global network with the pricing
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Acquisition International's 2015 Q1 Review 2015 is now in full swing, and so we’re continuing our look back at how the first quarter has played out so far for firms around the world.
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With a worldwide presence, KPMG International continues to build on its member firms’ successes thanks to their clear vision, rigorously maintained values and, above all, its people. We spoke to their sector in Zambia who are continuing their company’s ambition and values.
KPMG has been operating in Zambia since 1954. With a presence in Lusaka and Kitwe, our client base consists of government, major parastatals, unlisted and quoted companies, donor agencies, non-governmental organisations, SMEs, banks and technology companies.
Our values also extend beyond the day-to-day relationships we have with our clients. Citizenship is embedded in the KPMG International values and it recognises its firms have the scale, influence and business knowledge to make a significant and positive contribution to the issues that affect its communities and environments. The company as whole has some of the world’s leading providers of audit, tax and advisory services. We have more than 138 000 people operating in over 150 countries. The KPMG network delivered strong growth and record-high revenues of USD24.8 billion for the 2014 fiscal year. This figure is an increase of 6.3 percent in local currency terms over the prior year, recording growth across Audit, Tax and Advisory.
We believe that the best way of doing business is to have a consistent sets of values we adhere to. Our reputation is created by the way the people within our member firms act with clients, colleagues and their communities. As a result, it is essential that we provide the same high level service as our international counterparts.
Furthermore, revenues rose in all three regions – the Americas; Europe, Middle East and Africa (including India). We had double-digit gains in many of the world’s fastest growing economies, including India (17.8 percent), Middle East (11.1 percent), Africa (8.0 percent) and China (7.3 percent). The quality and breadth of professional services we offer, combined with significant investments we’ve made to strengthen and broaden our services and capabilities, has enabled us to achieve strong and sustainable growth.
Based in Addis Ababa in Ethiopia, Teshome Gabre-Mariam Bokan Law Office provides a full range of corporate, commercial and transactional legal advisory services. We spoke to Managing Partner Teshome Gabre Bokan about how their company came about, and their main areas of practice.
Since our inception in 1982, we have provided innovative, client-focused commercial advice on energy, natural resources development, investments, commercial transactions, banking and finance, arbitration, mergers and acquisitions and international joint ventures. Our company has also built up a substantial practice in commercial litigation, intellectual property and employment law. Furthermore, our firm’s clients include large corporates in Europe, Japan and Northern America.
As founder of the company, I gained some considerable experience before setting up Teshome Gabre-Mariam Bokan. I began my legal career as the Legal Advisor of Ethiopian Air Lines and later Development Bank of Ethiopia and then went on to serve as Attorney General and Minister of State at the Ministry of Mines and Energy in the Government of Ethiopia. As an attorney, I have represented and continue to represent both governmental and private clients. In the public sector, I have advised the United Nations on matters pertaining to the revitalisation of the mining industry of a number of African nations. Moreover, I also represent large mining companies in connection with various major projects. 50 Acquisition International - March 2015
As for our main areas of practice, the firm is involved in various areas of practice including international finance, joint ventures, energy and natural resource development, commercial transactions (including the international sale of goods), investment, trade arbitration and litigation, and intellectual property. Outside of Ethiopia, the firm has represented major commercial banks in North America, Europe, the Middle East, the Far East and Africa in syndicated and single bank loans to governments, international organisations, practice companies and private borrowers. The firm has a well-developed practice that assists banking and corporate clients, both public and private, in the recovery of debts and the restructuring of debt obligations.
Name: Jason Kazilimani, Senior Partner and CEO Email: jkazilimani@kpmg.com Address: First floor, Elunda 2, Addis Ababa Roundabout, Rhodes Park, Lusaka, P O Box 31282, Zambia Phone: +260 211 372900
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We believe that the best way of doing business is to have a consistent set of values we adhere to.
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In terms of our commercial transactions, the firm assists companies in all facets of corporate activities, starting with the formation of a company under local laws. The firm primarily advises corporate clients on labour, tax and banking issues. It has also represented a number of clients interested in franchising and distribution throughout Africa. A sector which we have significant presence in is mining and petroleum. The firm has represented and continues to represent both governmental and private clients in these industries. The firm also represents large mining companies in connection with various major projects. Name: Teshome Gabre-Marian Email: info@tgmblawoffice.com Web: www.tgmb.com.et Address: PO Box 101485, Kebele 02/36, No.171 Kirkos Sub-City, Addis Ababa, Ethiopia Telephone: +251 11 551 8484 Fax: +251 11 551 3500
Acquisition International’s 2015 Q1 Review
We spoke to David Carter, Partner and Co-Head of Global Private Equity at Ashurst LLP, about the first financial quarter in 2015, and predictions for the rest of the year. Last year, much of the deal flow arose around exits, including on the capital markets, and refinancing. This pattern has continued into Q1 2015, albeit with signs that the capital markets valuations may be softening, and with a slowdown in pipeline deals with a general election approaching.
Wolf Greenfield are a company who has practiced for more than 30 years in the pharmaceutical, biotechnology and medical arts We spoke to Chairman Edward R Gates who told us about their company, and their predictions for 2015. 2014 was a strong year and this growth has continued into 2015. I see evidence of this upward swing in the work that I do for clients in the biotechnology and pharmaceutical industries. While patent litigation activity is down, funding, acquisitions, and licensing activity has been steady. There is, however, patent-related legislation that is currently before the U.S. Congress as well as appeals in patent cases, the outcomes of which could directly impact the business community in 2015. The Innovation Act, which died in Congress in 2013 but was reintroduced in early 2015, is a bill that seeks to protect businesses against entities that acquire patents solely to try to obtain settlements from companies which have invested substantially in product development. The legislation would change the rules of patent infringement lawsuits by requiring
Huge reserves of “dry powder” are not translating into high levels of primary buy-outs because the M+A market is competitive and valuations are high. Our clients continue to find it challenging to deploy their capital in 2015. Looking forward, we expect UK deal flow to be lower in Q2 2015 pending the outcome of the UK general election. Whilst none of the major political parties has yet proposed any radical policies affecting the private equity industry, the industry is an easy target for political point-scoring. The grilling of the executives from Better Capital over the failure of CityLink has sent a signal to the industry that it is in for negative rhetoric. No surprise then that the BVCA is putting out its own election “manifesto” highlighting the benefits that the private equity industry has brought to the UK and its economy.
patent owners to be more specific in their complaints when filing a lawsuit. The hope is that this would reduce the increasing number of lawsuits filed each year by these entities, often called patent trolls, and strengthen the business community. Hedge funds and other entities are now using the post grant procedures to attack patents and alter stock price, which could negatively impact the business community. The U.S. Supreme Court is reviewing Kimble v. Marvel, involving the collection of royalties on a patent after the patent’s expiration. The deal that Kimble made with Marvel Enterprises did not differentiate between royalty rates before and after the patent expired. This case could affect many license agreements, providing an easier path to flexibility in deal structures. There are other cases pending which may influence how patents are interpreted and enforced. It should be an exciting year. Name: Edward Gates - Chairman Email: info@wolfgreenfield.com Address: Wolf, Greenfield & Sacks, P.C. 600 Atlantic Avenue Boston, MA 02210-2206 Phone: +1.617.646.8000 Fax: +1.617.646.8646
The UK is rightly seen as a safer and more sophisticated market for deals, along with other northern European countries, and the uncertainty around Greece’s involvement in the EU and growing geo-political uncertainty in Southern Europe has shifted the focus of many of the larger funds back to the UK. Accordingly, we expect deal flow to pick up again in Q3 and Q4 2015. Name: David Carter Email: david.carter@ashurst.com Web: www.ashurst.com Address: Broadwalk House, 5 Appold Street, London EC2A 2HA Phone: 0207638 1111
Ed currently serves as Chairman of Wolf Greenfield and has practiced for more than 30 years in the pharmaceutical, biotechnology and medical arts. His practice spans high stakes IP licensing transactions, diligence, portfolio development and dispute resolution. He aims at optimizing and monetizing patents for clients whose IP is at the core of their value proposition. Charting successfully IP strategy for product development, partnering and launch, maximizing patent and regulatory exclusivity. Client’s describe Ed in three words: strategic, effective, persuasive. Career recognitions: Martindale AV Preeminent® rating; Top 100 lawyers in New England; World’s Leading Technology Licensing Lawyers - IAM® Licensing 250; World’s Leading Patent Practitioners - IAM® Patent 1000; Top Rated Lawyer - The American Lawyer; Corporate Counsel; Best Lawyers in America®; Massachusetts’ Super Lawyer; Best Attorneys in Massachusetts.
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Photography from Magazine “Pontos de Vista�
Poland - Europe's Economic Success in 2015 Enjoying enviable status as the gateway to Eastern Europe and Russia, Poland has steadily become one of Europe’s biggest domestic markets. With an efficient and low-cost workforce, doing business in the country means working with a leader in both cost-effectiveness and business friendliness. Not to mention that there has also been widespread economic reform and deregulation, offering aid and exemptions that make doing business in Poland incredibly attractive to foreign investors. We spoke to two of the region’s leading lights to find out more.
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Based in Poland, Innova Capital is one of the leading private equity firms in Central Europe. We spoke to Krzysztof Kulig, Managing Partner at Innova Capital, about the company’s unique investment approach and how they are benefiting from Poland’s surge in economic development. Name: Krzysztof Kulig (Managing Partner) Email: ir@innovacap.com Web: www.innovacap.com Address: RONDO ONZ 1, 00-124 WARSAW, POLAND Phone: +48 22 5449400
The successful private equity business is strongly dependent on the valuable insights and knowledge regarding various business sectors and companies to invest in. Thus, Innova Capital’s strategy is based on the unique investment approach, which is constituted by sector experience, outstanding management, delivering comprehensive support to our portfolio companies and choosing a right time for what we are willing to do. We seek to change the trajectory of growth through strategic or operational transformation, partnering with management boards and other stakeholders to build value together. These unique features of our business make Innova Capital a leading mid-market private equity firm in Central Europe and one of the biggest PE firms in Poland, with the longest presence in our local market. While expanding our portfolio, we focus on the selected, most promising sectors. In the next 12 months we are going to particularly seek for consumer and industrial goods companies. Last year we acquired Wirtualna Polska, Bakalland and Delecta and sold Libet. Moreover, the successful sale of Emitel and GTS also contributed to the good results achieved last year. Whatever we do, we are always willing to embrace though leadership and set the highest market standards. You can build better companies in businesses you understand. Furthermore, in the area of constant changes in the market and numerous industry developments the Fund-Fund relationship in the context of the competitiveness, our cooperation plays an extremely important role in building the attractiveness to our Investors.
Increasingly, local PE funds with a similar strategy do not compete with each other, but rather exchange experiences, or even take joint investment initiatives. Global PE Alliance is great proof of that and includes funds including Innova Capital from Poland, Turkven from Turkey, Capiton from Germany, FSN Capital of Scandinavia, India Value Fund of India, LivingBridge in the UK, China CITIC and Victoria Capital in South America. All of these members share a common database, combine business building expertise with the ability to take a global perspective. Therefore, we are not talking only about the merits support. Together we offer unique Global Reach, broad Sector Expertise, and Leadership in mid-market private equity. A testament to Innova’s reputation as a leading company are the five investment funds raised which total EUR 900 million. Innova’s strategy is centred on building companies into regional market leaders that can compete with the best in their fields worldwide. Innova funds are primarily invested in financial services, business services (including telecommunication, media and IT) and industrial production. To date Innova has invested over EUR 600 million in over 40 companies across Central Europe, including PolCard (Poland’s dominant transaction processing company), Euronet (independent operator of ATM’s, now listed on NASDAQ), DF QS (Poland’s leading cash loans’ broker), Energis (Poland’s leading business-tobusiness telecom operator) and Mercor (CEE leader in fire safety, listed on Warsaw Stock Exchange. We are optimistic about our continued success due to the favourable economic conditions in our region. Poland, with its steady economic growth, is doing very well in business terms. We’re still in a process of massive changes in political and economic transformations, however the Polish market creates perfect conditions for investors and their projects. First of all, Poland is one of the fastest-growing EU economies worldwide pre-crisis and post-crisis Europe (with real GDP to grow by 3.3% in 2015). Our modern and competitive banking sector with reasonable balance sheets support potential investors in opening credits and enabling easy access to debt financing for transactions. Our stable and quick growth of the consumption and economic integration with EU gives instant and safe opportunities for investments in Poland. To start with, many experts and analysts point out that Poland’s economy is well-placed to maintain or even boost its growth. According to the latest “Poland-Macro Outlook” by Erste Group Research, the economic outlook for Poland should constantly improve. The economy, which is to accelerate to 3.6% in 2015, is entering the mature phase of expansion. For this reason, the next decade seems to be important in terms of determining the path of further strategic growth for Poland. According to the World Bank, Poland is currently a
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Poland - Europe’s Economic Success in 2015
middle-income country. The key challenge for this market is to avoid being trapped in this position. Last years’ analysis of U.S. Trust Bank of America Wealth Management showed that Poland has high potential to move away from middle-income group of countries to the high-income ones, being assessed positively along with Mexico, Chile, Malaysia, Mauritius and Seychelles. Similar point of view is also visible in the latest McKinsey & Company report “Poland 2025: Europe’s new growth engine”, in which two various scenarios for our economy are included. The first one is the conservative business-as-usual scenario, while the second is the aspirational one. Opting to stay the course, Poland would remain a regionally focused middle-income economy, growing at a moderate rate of 2.6 percent annually. In this case, our country can expect slightly falling rate of growth of capital investments, demographic shifts in the labour supply and non-accelerated technology and efficiency growth.
On the other hand, opting to execute the aspirational scenario, Poland would become a globally competitive growth engine of Europe, competing successfully on a global market as a significant exporter of goods and services. Under this scheme, “GDP growth moves from good to great, topping 4 percent annually during the next decade and putting Polish per capita GDP at 85 percent of the projected EU-15 average by 2025”. To make this crucial transition and advance its already developed economy, Poland should meet some challenges. The main concerns are as follows: increasing the competitiveness of Poland’s economy, overcoming regulatory obstacles for doing business and focus on innovation. According to the PwC report “World in 2050”, if the growth pace of the economy is to be maintained, Poland should be able to develop a strong innovation network, supported by investment decision-making, R&D and financial centres located in the country.
Among other challenges which should be met are also maintaining the high level of domestic spending and foreign investments, as well as developing highly skilled workforce and create highly paid jobs. It is especially important in terms of demographic challenges related to low fertility rate, aging society and the changes concerning the implementation of pension system reform. It is also worth mentioning that this challenges are also accompanied by the unstable political situation of neighbouring countries, especially Russian - Ukrainian conflict, as well as ongoing problems of Eurozone economy. Many experts claim that Poland will be eventually forced to adopt the euro, what might influence the financial standing of Polish households and entrepreneurs. I am convinced that Poland should do it’s best to accelerate further growth, implement necessary reforms and embrace innovation, which will enable us to join the group of most advanced and globally competitive countries.
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Company: Ecovis System Rewident Ltd. Name: Jadwiga Szabat (President) Email: warsaw-sr@ecovis.com Web: www.ecovis.com Address: 30 A Rakowiecka Street, 02-528 Warsaw, Poland Phone: +48 22/ 380 03 80
Poland is a leader in the business services sector in the region of Central and Eastern Europe. We spoke to Ecovis System Rewident Ltd, who have been operating in the Polish market for 20 years, and continue to prosper in this developing environment. Ecovis System Rewident Ltd. provides comprehensive audit, accounting and tax as well as HR and payroll services. The company has operated on the Polish market since 1995, and have developed well-proven and efficient procedures since its inception. We are proud of the broad base of customers who trust us and have used our services for many years. Since 2007, we have operated within the international network ECOVIS, functioning on the market of audit, legal, tax advisory and bookkeeping services in many countries, both in Europe, Asia and the USA. Being a member of the ECOVIS group gives us an advantage over our competition. Moreover, it allows us to provide effective support to our customers wherever they are and the concept of one-stop-shop enables us to deliver comprehensive solutions related to doing business. Jadwiga Szabat (President)
As well as being part of the ECOVIS group, we are a member of both the Polish-German Chamber of Industry and Commerce and the Polish-Swiss Chamber of Industry and Commerce. These memberships provide us with an excellent platform for the exchange of business information. It also enables us to identify new problems faced by entrepreneurs and subsequently to react to dynamic changes occurring on the market. Another attribute of Ecovis System Rewident Ltd. is our team of over one hundred highly qualified and experienced individuals. We cooperate with experts from universities, which contributes to the improvement of our expertise while supporting our personnel’s development. This allows us to respond to the diverse, unique needs of our clients and enables us to find tailor-made solutions for each of them. Ecovis’ expertise should come as no surprise given its geographical location. Poland is a leader in the business services sector in the region of Central and Eastern Europe. The reason for this is because it is a favourable investment environment, and also has highly qualified Polish employees specializing in financial services, accounting, consulting or IT. Furthermore, the country is also experiencing rapid development of its modern business infrastructure. Poland has become a target and a convenient location for business service centres. The factors that contributed to this honourable position include Poland’s strategic location in the heart of continental Europe, its cultural proximity to Western Europe and the United States, knowledge of foreign languages and competitive costs of labour combined with a high quality of services. Also the government’s policies, which include incentives for projects from the sector, are conducive to investments in the area of modern services.
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Forming a Successful Business in... Setting up a limited company is a time consuming and complicated process. Even the most well prepared of potential business owners are likely to come across myriad issues and challenges that they hadn’t considered – or even realised were necessary – during their move into the challenging world of company ownership. The early months and years of any business’s life are potentially the most important, shaping how the company works, the roles of the people within it and even how it is perceived by potential clients and the wider community. Taking all of this into account, it’s safe to say that only the bravest – or most foolhardy – of future founders would embark on such an endeavour without seeking out all the advice and guidance available to them.
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Cabinet d’Avocats Charles Badou Web: www.cabinetbadou.com Address: Agontikon - Cotonou, Lot 1108 Parcelle “p” BP 01 144 Cotonou, Benin Phone: +229 21.32.69.33/ +229 95 96 65 66 Fax: +229 21.32.69.32
Benin Cabinet d’Avocats Charles Badou was created by Master Charles Badou, who has been practicing law for over a decade. He spoke to us about his company, which he describes as “a local firm that listens”.
Our firm is based in Cotonou, which is the only port of Benin. We primarily advise owners, charterers and consignees of ships or cargo. We have been frequently successful at works on practice entry on vessels or seized ships. Additionally, we also advise brokers and underwriters in the area. Moreover, the firm also operates in the areas of labour law, administrative law, criminal law, etc. Our mode of action is a dual mode of intervention involving consultation and litigation. As a law firm based in Benin, Charles Badou & Partners works primarily in business law and maritime law. In terms of specialisation, our firm operates in areas such as: - Intellectual Property Law (Law of Trademarks, patents, trade name, etc.) - Commercial law, - Company law, - Securities law, - Transportation law, - Right hydrocarbons, - Procedural law and enforcement proceedings, - Criminal Law, etc.
In seeking to provide the most relevant and applicable legal solutions, the firm will often undertake in-depth consultation for our clients. This is often to take stock of the applicable law on an issue or to determine the applicable legal solution in a specific situation. These services are provided mainly to foreign clients who are interested in Benin or who face particular problems specific to the Beninese judicial or legal system. We are a firm that covers our clients across all courts in our region. In order to fulfil this, we assist and represent its clients before all Beninese courts, whether they be the Courts, Courts of Appeal or the Supreme Court. We represent them before both the administrative and disciplinary courts, as well as assisting and representing them outside of Benin. Other courts we have been involved in include France, Ivory Coast, Burkina Faso, Mali and Chad. In terms of my expertise, I hold a number of degrees and qualifications. At the moment, I have a Diploma of Specialized Studies in Business Law and Taxation, a Diploma of Advanced Studies in Democracy and Human Rights, and a Common Law degree in Business Law from the University Jean Moulin Lyon 3 (France). As someone with my level of experience, I write regularly on topics of interest on various aspects of law in my business community. This column is distributed by email to customers and partners of the firm.
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Forming a Successful Business in...
Qatar Email: info@interlawonline.net Web: www.interlawonline.net Address: Dafna/ Palm Tower B 13th floor-Apt-1304-1305 P.O.BOX:22021 .Doha-Qatar Phone: 00974 44111135 - 00974 44111136 Fax: 00974 44694300
Doha skyline at night, Qatar, Middle East
Qatar International Law Firm ‘‘QILF’’ is a full-service legal firm with extensive experience, providing legal services and advice to the local and international business community. We spoke to them about how they developed their business in Qatar, and their goal of combining experience and expertise to achieve client objectives efficiently.
QILF was originally established in 1996 by Advocate Ahmed Bin Mohamed Al Thani, formerly a judge in the Qatari Civil Justice Courts, and Dr. Yousef Ahmed Al Neama, who joined the firm in 1999 after being Under Secretary of the Ministry of Justice. Today the firm consists of multinational and multijurisdictional lawyers, partners and consultants with diverse educational, legal and business backgrounds. We are dedicated to the highest level of legal expertise and service, and advise on a wide range of international and local clients on all legal aspects of their business and activities in Qatar and abroad. Our service involves working closely with each Client and provide our expertise in transactional matters, as well as in dispute resolution. Through our membership and active participation in many local and international professional and trade organizations, we are well positioned and committed to keeping up with new developments in the legal and economic environment.
Over the years we have developed an excellent working relationship with many government and nongovernment organizations. This, coupled with our experience in banking, finance, insurance, corporate, investment, real property and labour law, makes Qatar International Law Firm one of the top leading Qatari law firms in all the Mena Region. Our Firm draws its strength from the diversity of background and experience offered by a multinational and multi-jurisdictional lawyers, partners and consultants, many of whose had got master and PhD, who dedicate considerable effort in preventing disputes and delivering innovative, pragmatic legal solutions and advice with an assessment of risks and alternatives as well as in a cost-effective manner. The strong relationship with the best foreign international Law Firms grants to our clients a very qualified and specialized legal assistance worldwide, maintaining the quality and flexibility of a “Boutique Law Firm”.
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TO BE THE BEST TAX LAW OFFICE IN BRAZIL.
Souza, Schneider, Pugliese e Sztokfisz Advogados has a bold vision that demonstrates the team’s commitment to quality, rather than size. Founded in 2007, and with offices in São Paulo and Brasilia, Souza, Schneider, Pugliese e Sztokfisz Advogados centres its work around three key pillars, in order to offer a differentiated service. The first is a permanent focus on the client. The office believes in personalised service based on client proximity and involvement with their particular cases, to ensure we can indentify their needs and thus create unique tax solutions. The second is a combination of competence, integrity and trust. Souza, Schneider, Pugliese e Sztokfisz Advogados hires professionals from the country’s best universities, who can offer academic and professional experience in renowned institutions throughout Brazil and abroad. The office strives towards the best solution for the client. In order to do so, professionals are encouraged to deepen their studies, and increase their capabilities in a business environment. The third is to love what you do. Souza, Schneider, Pugliese e Sztokfisz Advogados has a team of professionals who believe in what they do and are passionate about their work – and, therefore, are always motivated. With these values, the office can fulfil its mission to create innovative solutions relating to the taxation of individuals and companies, with a personalised, reliable and knowledgeable approach that is always committed to a positive outcome. PRACTICE AREAS:
Advisory and tax planning Provision of legal advice and opinions to solve doubts of interpretation and application of tax laws, in addition to the creation of structures that provide for the licit economy of taxes.
The office has extensive experience in advisory services and domestic and international tax planning, drawing on treaties signed by the Brazilian government to provide tax advantages to both domestic and foreign companies. Moreover, Souza, Schneider, Pugliese e Sztokfisz Advogados organises and participates in tax committees of companies, conglomerates and trade associations. Judicial and administrative tax litigation The office has considerable expertise in representing clients before the Judicial and Administrative Courts, including the High Courts, in order to defend their interests – whether in the event of infringement notices, writs of mandamus, declaratory and annulment actions, tax collections, etc. Our professionals have extensive experience in judicial and administrative litigation, which qualifies them to represent clients at federal, state, county or municipal level. LEGAL PRACTICE BEFORE THE BODIES RESPONSIBLE FOR TAX COLLECTION
The office represents clients before the finance departments of all states of the federation, as well as the Ministry of Finance, to provide for the issuance of Debt clearance certificates (CND), submission of queries, grants for special regimes and tax incentives, etc. It also assists in audits performed by tax auditors, helping its clients in conducting tax procedures with document delivery, preparation of responses to tax summons and other procedures for the adequate compliance with fiscal demands.
São Paulo (SP) • Rua Cincinato Braga, 340 • 9º andar Tel: +55 11 3201 7550 • Fax: +55 11 3201 7558 Brasília (DF) • Brasília Shopping SCN Quadra 5, bl.A • Torre Sul • 14º Andar • sala 1406 Tel: +55 61 3251 9400 • Fax: +55 61 32519429
www.souzaschneider.com.br
Leading Brokers of 2015 Overall, the brokerage sector is predicted to grow throughout 2015 and is regarded as stable with a promising future. We spoke to a number of the brokerage sector’s leading lights to find out more about this rapidly growing business arena and the outlook for the remainder of 2015 and beyond.
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CGF Bourse Inc. is an investment and brokerage firm created within the framework of the BRVM (West African regional stock exchange) of the WAEMU (West African Economic and Monetary Union). We spoke to them about how they speed up access of African businesses to modern financing methods. Email: cgfbourse@cgfbourse.com Web: www.cgfbourse.com Address:12, rue St-Michel BP 11516 Dakar, Senegal Phone: (221) 33 849 0399
Today’s financial activity is based, above all, on an increasing reliance on capital markets. For their investments, large companies are now financing themselves more efficiently by issuing stocks and bonds on the Regional Financial Market. CGF Bourse became the first Senegalese investment and brokerage firm (IBF) to receive a license, in April of 1998. CGF Bourse became, in February, 2005, the first West African IBF certified ISO 9001 version 2000 for all of its activities, especially for financial engineering, stock and bond issues and private placements. With this certification, CGF Bourse opened the era of a new vision which requires a sustainable high level quality service to its clients and partners. We believe we have what it takes to service our clients, thanks to our specialized services in: • Stocks and bonds issues • Stock Exchange listing • Security trading and custody • Corporate Finance • Consulting and financial engineering
CGF Bourse is also active in consulting and financial engineering for corporations, financial institutions and governments. Sound business management and strong relationships with financial partners and shareholders come from a well-defined and clear strategy, both well suited to each company and flexible to potential environmental changes. The financial engineering department of CGF Bourse offers financial advisory services with competence and professionalism in the areas of arrangements, banking syndications and business restructuring. CGF Gestion, a subsidiary of CGF Bourse created in 2001, is the first licensed asset management company in Senegal. CGF Gestion offers a variety of mutual funds to institutional clients such as banks, pensions and insurance companies, as well as to individuals. OUR TEAM We rely on an experienced team of professionals whose major qualities are: discretion, expertise in their respective fields, availability and responsiveness. Our team is recognized for their know-how in securities placement, financial analysis and their financial advice, which our clients have come to appreciate greatly. Our experts benefit from the latest technological tools that allow them to offer a high-quality service to our clients. OUR COMMITMENT The range of our products continues to evolve along with clients and their needs. Our clients and prospective clients are motivated by the confidence they can put in the long-term relationship that is possible with CGF. It is because of this trust that we are constantly striving to be a pioneer in the Regional Financial Market, proposing an approach that is both innovative and reliable to satisfy our clients’ financial needs.
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Leading Brokers of 2015
Established in 1957, Apex Insurance Services are a local Insurance Broker for local people, with traditional broking values. We spoke to them about how they offer a fast, reliable face-to-face personal service. Name: Jordan Samah Email: alim@apex-insurance.co.uk Address: Apex Insurance Services, 79 Woodford Road, London, E7 0DL Phone: 0208 534 7726 Fax: 0208 555 3440
It is our aim is to offer tailored solutions to meet our clients’ needs, giving the best cover at a competitive price. We strive to provide a competitive and comprehensive range of products including; Car Insurance, Commercial Van Insurance, Fleet Insurance, Home Buildings & Contents Insurance Quotes, Commercial Business Insurance, Retail Shop Insurance, Office Insurance and Landlords Insurance. Moreover, our company are able to offer flexible payment options, instant cover & documentation on the vast majority of our products. We also have a highly professional and efficient workforce that strives to adhere to your every request; therefore providing you with a fantastic individually tailored service.
As an Independent Insurance Intermediary, authorised and regulated by the Financial Services Authority, we are fully committed to ensuring that all customers are treated in a well-informed manner, with fairness, courtesy and with respect for all their insurance needs. The standards and service, which we commit to provide: - Integrity, openness and good faith - Skill, care and diligence - Best possible advice - Clear communication - A wide range of products and services - Recommendations appropriate to your needs - Quick and fair resolution of mistakes - Accessible and qualified staff - A “One-stop” service for your insurance needs - Always putting our customers’ interest first
In terms of what separates us from our competitors, we believe that a number factors contribute to make us a unique option. We are an established company for over 50 years, are an independent Insurance broking service, and provide completive quotes. Moreover, we are a professional, efficient and friendly service. Furthermore, we are authorised and regulated by the Financial Conduct Authority, and have a Direct Debit Payment Plan on most products.
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GLOBAL CONSISTENT CONFIDENT STRATEGIC INDEPENDENT
LASTING
Copperstone Capital is an investment management firm founded in 2009 with offices in Moscow, Russia and London, United Kingdom. We manage wealth for high net worth individuals and institutions through various hedge fund strategies. 16 Sadovnicheskaya Street, Moscow, 115035, Russia T +7 495 988 0010 F +7 495 951 1410
www.copperstonecapital.com winner
HEDGEfund awards2015 Best Russian Fund (Since Inception) 2014 Copperstone Capital. All rights reserved.
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E-mail: rayclark@daltron.com.pg Web: www. boardassessmentservices.com Address: Board Assessment and Evaluation Services (BAE) PO Box 637, Konedobu, NCD, Papua New Guinea. Phone: 675 7213 2366/ 61 407144721
Structuring Success: Corporate Governance Within Papua New Guinea Corporate Governance in Papua New Guinea leaves much to be desired, particularly in the government sector and the many ‘State Owned Enterprises’. We spoke to Ray Clark Consultants about the challenges and opportunities developing in the region.
Ray Clark Consultants was established in 2012 to provide services that enhance the standards of corporate governance in Papua New Guinea. Since then, we have developed some unique methodologies for Board and Corporate Governance assessment and Director Performance evaluation that have global relevance. After considerable research of the 100 or so Codes in place throughout the world, we have also drafted a PNG National Code of Corporate Governance that, whilst generally supported by professional and private sector groups, is still awaiting government comment. With PNG being 145th on the Transparency International Corruption Index, such a document to provide CG standards throughout the Country is considered imperative. Ray Clark, the Managing Director of our company, is a seasoned Director who has been on numerous Boards in Australia and Papua New Guinea over the past 30 years. In 2000, he was instrumental in establishing the PNG Institute of Directors (PNGID). Here he developed its Constitution, its Code of Professional and Ethical Standards and a Director Training Course that all Directors are required to undertake before gaining Professional Membership of the Institute. Additionally, Ray is a Fellow of the Australian Institute of Directors and the PNGID and a Fellow of the Australian Institute of Management. Board Assessment and Evaluation (BAE) In recent years, more and more Boards have come to accept that regular Board assessment and evaluation makes a major contribution towards the improvement of Board performance and transparency. These discerning Boards treat evaluation and advice as a continuous improvement process and as a key element of effective corporate governance. It is viewed as a worthy investment that will positively impact upon the long term health of the Company and a process that Shareholders have come to expect. Globally there are many firms providing Board assessment services, most of which are corporate and financial analysts such as Fitch, Moody’s, Deutsche Bank, IFC, Standard & Poors, Governance Metrics International (GMI), the FTSE/ISS etc. Whilst being comprehensive, many of these place considerable emphasis on the financial stability of the Company, as opposed to Board performance in the context of good corporate governance, the absence of which was a major factor contributing to the GFC. 66 Acquisition International - March 2015
Such global players tend to be extremely expensive, to the extent of being beyond the budgets of many small to medium sized Companies, as is the case in Papua New Guinea. This is the main reason for the development of the approaches offered by our company. In 2013 the PNG Government declared that all State owned enterprises (SOEs) would have the same disclosure requirements that apply to publicly listed Companies on the international stock exchanges. The Bank of PNG has also announced that its Prudential Standards on Corporate Governance will require the Boards of all Life Insurance, Superannuation, Banks and Financial Institutions to undertake an adequate system of Board Assessment and Evaluation. Unfortunately, the majority of Boards, including those of all the State Owned Enterprises, have yet to take action. BES ‘5 Star/70 Criteria’ Board Assessment/Evaluation The BAE ‘5 Star’/70 criteria assessment methodology addresses the five elements of corporate governance, in consideration that financial analysis is largely carried out by the auditors of the financial statements. Each element is addressed on the basis of the following criteria, that are weighted and assessed on a rating of 0 - 15. Each element attracts a maximum ‘score’ of 100 thus providing total rating out of 500. Governance, Ethics and Communication • Constitution • Code of Corporate Governance • Code of Ethics • Director contracts • Disclosure Compliance • Directors’ Register of Interests • Board policies • Assessment • Conflict of interest • Remuneration • Succession and Selection • Chairman : CEO communication/rapport • Communication with all shareholders • Communication with other stakeholders • Web-site content • Annual Report content Board Structure • Compliance with Constitution • Board Independence
Structuring Success: Corporate Governance within Papua New Guinea
• Appropriate Number of Directors • Chairman/CEO Separation • Board Balance • Academic : Pragmatic • Age • Executive : Non-Executive • Gender • Independent Directors • Professional Discipline • Directors Profiles • Commitment • Performance • Knowledge of Company • Working relationships • Education • Director Appointment Procedure • Board Services/Board Secretary
Business Strategy and Policies • Corporate Business Plan • Currency and review of CBP • Vision, Mission and Values • Policies • Asset • Environment • Dividend • Finance and Investment • HRM - HRD – OH & S - HIV/AIDS • Information Technology • Procurement • Quality • Redundancy • Sponsorship/Community Affairs • Whistleblowing • Frequency of Policy reviews
Board operation, efficiency, effectiveness • Board Charter • Construction of Agenda • Board Papers • Management reporting • Compliance control • Conduct of Committee and Board Meeting • Time allocation • Chairmanship of Board Meetings • Committee Charters • Audit and Risk • Appointment and & Remuneration. • Other • Structure of Committees • Effectiveness of Committees • Venue of Meetings • Minutes of Meetings
Corporate Risk Strategy • Documentation • Delegation of authority • Risk Register • Contingency Plans • Frequency of Review • Financial Audit processes • Risk Audit process
Objectivity in Board performance is established by assessing and scoring each of the 70 criteria and a total score is arrived at out of a possible 500. A Board achieving 90 points is rated as a 1 Star Board, 180 as a 2 Star Board, 270 as a 3 Star Board, 360 points as a 4 Star Board, and 450 as a 5 Star Board. Board Outcomes A comprehensive BAE Report is provided to the Chairman containing recommendations on what needs to be done to improve the Board’s performance and ‘star rating’. The system can also be used to provide an objective means of comparison between Boards, as shown by the following Charts. Ray Clark Consultants Ltd. is the only Company in PNG specializing in enhancing Corporate Governance and it is to be hoped that in due course of time dramatic improvements will eventuate to the benefit of shareholders, stakeholders, the community and PNG’s national development.
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Kloes Kock & Partners Web: www.kloeslawyers.com Address: L.G. Smith Blvd. 22 P.O.Box 125, Oranjestad Aruba Phone: +297 582 4417
Leading Adviser Kloes Kock & Partners is a full-service law firm in Aruba that helps clients navigate their challenges by providing customized legal assistance. At Kloes Kock & Partners, our focus is to listen to our clients and work diligently and efficiently to help our clients achieve their goal. We ensure this by working closely with them in order to understand their objectives and consequently accommodate their needs. Our attorneys have the experience and the skills to identify complicated legal issues while also having the ability to focus on what matters most to our clients. At Kloes Kock & Partners we strive to provide highquality work and exceptional service to our clients. Our clients are both international and local and consist amongst others of financial institutions, real estate construction and development companies, insurance companies, hotels and casinos and retailers and wholesalers. We also frequently advise government and public sector. Kloes Kock & Partners is located in Aruba, but also assists clients whose business / interests extend to Curacao, St. Maarten and the BES-Islands (Bonaire, St. Eustatius and Saba). Our team is innovative, responsive, efficient and multilingual. Kloes Kock & Partners is your legal partner in Aruba.
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Our Practice Kloes Kock & Partners represents and advises local and international clients in matters that cross an array of areas of law and industries. Our attorneys offer personalized attention in a prompt, efficient and cost-effective manner. Our experience continues to grow with the needs of our clients while our attorneys are constantly adapting to new challenges and expanding the depth and breadth of our practice. Areas of Law: • Banking & Finance • Commercial • Contract • Tort • Corporate & Security • Administrative Law • Employment • Insurance & Liability • Intellectual Property • Mergers & Acquisitions • Real Estate / Construction • Bankruptcy • Litigation (in all areas mentioned) We are also active in the areas of: • Collection • Trademark registration • Aircraft registration
The Key to Unlocking Success: Post-Merger Integration – Synergy and Value
The Key to Unlocking Success: Post-Merger Integration – Synergy and Value Company: Merrill DataSite Name: Bryan Brighton Email: Bryan.Brighton@ merrillcorp.com Web: www.datasite.com Address: 101 Finsbury Pavement, London, EC2A 1ER Phone: +44 (0)20 7422 6212
Bryan Brighton is the Regional Director at Merrill DataSite. Based in their European Headquarters, London, Bryan supports the International growth of the Merrill DataSite business. He spoke to AI about how he delivers success for his company.
In simple terms, the key to unlocking success in a post-merger integration (PMI) scenario is two-fold. Firstly, careful preparation needs to have taken place during the due diligence phase of the M&A process, to ensure synergies exist between the entities concerned and that ultimately there will be a good “fit”. Secondly, the synergies and value that have been identified need to be delivered through robust communication and rigorous contract management in the newly formed organisation. The merger of two entities means assimilating and taking ownership of new personnel, new contracts and potentially disparate communications procedures that, at best, will need harmonisation to realise efficiency, and, at worst, need immediate and urgent attention to guard against waste or lost revenue. The experienced and seasoned business leaders we work with understand that once the ink has dried on their deal, a handle needs to quickly be gained on any conflicting or contrasting processes, document repositories or contract management arrangements. Establishing this control creates a new and better “business as usual” routine for their clients, staff, shareholders and external partners. Pulling together the operation, managing contracts and renewing commercial agreements quickly helps secure future revenue and ensures ongoing profitability for the new organisation. Getting to grips with these issues early on in the merger process is of vital importance, otherwise the value previously identified at the start of the M&A project can very quickly evaporate through waste, inefficiency and lost income. We believe the greatest success in achieving synergy and delivering value comes when companies prepare for their future state throughout the due diligence process, and then see that through in the practical implementation of innovative and best-inclass technology to help manage the contractual and commercial challenges post-merger integration inevitably brings.
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www.acquisition-intl.com
Pang & Co: Insight, Expertise, Dedication Based in Hong Kong, Pang & Co. focuses on capital market transactions and regulatory advice in Greater China, and IPOs in both the Main Board and the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited. The firm also carries out a great deal of work in mergers and acquisitions and general corporate and commercial transactions. We spoke to Managing Director, Benny Pang, to find out more about his company, its work and his predictions for the rest of 2015 and beyond. Name: Benny Pang Email: bpang@loeb.com Web: www.loeb.com Address: 21st Floor, CCB Tower, 3 Connaught Road Central, Hong Kong Phone: +852 3923 1111
Working in association with Loeb & Loeb LLP, a multiservice law firm with five U.S. offices, as well as an office in Beijing, we are perfectly positioned to advise a broad range of foreign and domestic businesses in the Greater China Region on local and crossjurisdictional transactions. From its offices firm-wide, Loeb & Loeb represents Asia-based companies doing business or seeking to expand or raise debt or equity capital in the U.S., Hong Kong and mainland China, as well as U.S. and multinational companies seeking to invest in or expand their businesses in Asia. We are pleased to maintain our position as one of the most active law firms in the Hong Kong region within the areas of capital markets and corporate finance. This is testament to the deep market insight and expertise of our dedicated team. More broadly, the firm has always maintained a strategy of focused expansion, concentrating on select core industries and practice areas, rather than endeavouring to be all things to all clients. We firmly believe that there are number of key attributes required to be considered a successful firm in our sector. Firstly, the Hong Kong market is highly competitive. In order to excel in this environment, simply providing quality service at a reasonable price is not sufficient. In addition, extensive market knowledge, being skilful in negotiations, having experience with cross-border deals, possessing specific industry/sector knowledge and employing lawyers who have good commercial acumen are all attributes which clients look for.
As a firm, we pride ourselves on conducting and coordinating client matters expertly, efficiently and expeditiously. Our culture is geared toward establishing and strengthening long-term client relationships, with an emphasis on senior attorney involvement in all transactions and matters. Teams are kept to optimal size to provide the highest quality advice, utmost efficiency, and seamless, cost-effective service. Above all, we are committed to regular client communication and feedback in order to continually streamline and improve our service and ensure that we are not only meeting our clients’ needs, but adding value at every stage of the process. Over the past 12 months, we have seen many changes in our industry and region. The market is constantly evolving and we have witnessed a mild revival of the global capital markets over the last year. Having said that, competition in the provision of legal services for Hong Kong capital markets has become immensely competitive and the emergence of mega global law firms as a result of mergers, and local law firms participating in local capital markets transactions have meant that there are more players entering what is a relatively stable market. With the opening up of the Chinese markets and the Shanghai-Hong Kong Connect, we believe there will be more opportunities for players who have solid experience in both capital markets as well as crossborder deals. As one of the most active law firms in Hong Kong region within the areas of capital markets and corporate finance, we are cautiously optimistic for the rest of 2015. The active capital markets in Hong Kong, the Shanghai-Hong Kong Connect, the proposed Shenzhen-Hong Kong Connect as well as the increase interest of Chinese enterprises engaging in mergers and acquisitions abroad suggest a relatively healthy pipeline for the rest of 2015 and this will help us build on what has been a successful period for our firm. Over the past year, the Pang & Co. team, working in association with Loeb & Loeb in Hong Kong, acted on behalf of the issuer or underwriters in a number of public offerings on both the Main Board and the GEM Board of the Hong Kong Stock Exchange. These including listings of shares by Chun Sing Engineering Holdings Limited, Earthasia International
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Pang & Co: Insight, Expertise, Dedication
Holdings Limited, ELL Environmental Holdings Limited, Glory Flame Holdings Limited, and Sinomax Group Limited, which aggregated more than US$200 million. We also received a number of accolades in the past year, which is once again testament to our standing within the market and the industry. Pang & Co. was distinguished as the 2014 ‘IPO Transactions Law Firm of the Year in Hong Kong’ by Corporate INTL magazine in the publication’s annual Global Awards edition. Finance Monthly magazine also named Pang & Co. as the ‘Securities and Capital Markets Law Firm of the Year – Hong Kong’ as part of the publication’s 2014 Finance Monthly Global Awards. In addition, for the second year in a row, Pang & Co. was honoured by International Alternative Investment Review (IAIR) magazine with the ‘Hong Kong Boutique – Excellence in Legal Practice’ award.
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Name: Joe Dickerson Address: P.O. BOX 270807 Littleton, CO 80127 Phone: 303-974-5610 Fax: 303-416-4283
Financial Forensic Services: International Judgement Enforcement Experts Financial Forensic Services, LLC (“FFS”) is the international leader in locating and recovering assets to satisfy significant judgments worldwide. Their team of seasoned experts can legally locate and document bank accounts globally. Their attorneys can trace wire transfers throughout the world, obtain appropriate freezing orders for the funds, and then work with local counsel to effectuate recovery and additional discovery as needed. Joe Dickerson, CFE, CFI is Chief Executive Officer of FFS and has over 50 years of experience in asset recovery, judgment enforcement, and complex case management. He has trained agents of the FBI, DEA, Secret Service, plus hundreds of additional federal and international government agencies and private contractors and experts. Other experts with FFS include: questioned document examiners, computer forensic (digital) experts, banking and investment/ finance experts, five forensic accountants and a team of international intelligence experts with agents in 150 countries.
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Joe is a court approved expert witness and has served as a consultant to the United States Attorney’s Office, the Federal Deposit Insurance Corporation (FDIC). He was a founding member of the HoustonHarris County District Attorney’s Organized Crime Bureau. He now devotes his time to domestic and international judgment enforcement, along with his partner, Stephanie Archer-Dickerson, CFE, CFI, CCIP, who is co-owner and COO of Financial Forensic Services, LLC, a former bank executive and former member of the FBI Bank Fraud Task Force. Joe and Stephanie can be reached for consultation in the U.S. at 303-974-5610 or by email, joe@financialforensicservices.com or stephanie@financialforensicservices.com
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Global Expertise Directory Our handy guide to some of the firms leading the way in their respective sectors around the world.
Metito Metito is the leader and provider of choice for total intelligent water management solutions in the emerging markets with operations covering three business areas: design & build, utilities, and specialty chemicals. Founded in 1958, Metito provides customised, comprehensive and advanced solutions across the full spectrum of its industry - from clean to dirty water - for the municipal, industrial, and oil & gas sectors. The Design & Build arm of the group specialises in custom design and manufacturing of water treatment, wastewater treatment and desalination plants/systems. The Concessions and Utilities arm of the group provides the full-service of water supply and wastewater treatment under build-own-operate, build-operate-transfer, build-own-operate-transfer, takeover-operate-transfer full concession business models, and long term operations & maintenance contracts. Metito has successfully developed over 3000 projects in worldwide locations and currently manages a total installed capacity exceeding 1 million m3/day at its China concessions alone. The Group’s Global Headquarters in the UAE is supported by strategically located regional offices in Egypt, Indonesia, and China, through which it effectively manages thousands of projects, spanning 4 continents. Web: metito.com Address: P.O.Box 262335, Technopark, Dubai, UAE Phone: +971 4 8103333 Fax: +971 4 8103300 74 Acquisition International - March 2015
Global Expertise Directory
Wolf & Shore, LLC Wolf & Shore, LLC is a small, general practice law firm with a focus on family law. We also handle probate matters and probate administration, estate planning, residential closings, and juvenile law. The attorneys of Wolf & Shore, LLC approach each case in a client-centric and comprehensive manner because they believe in personal service. Each client is offered personalized representation with an emphasis on accessibility. Wolf & Shore, LLC has developed various methods to address clients’ concerns promptly and efficiently. Attorney Kristen Wolf and Attorney Shari Shore are well-versed in their various practice areas and their experience allows the law office to combine litigation and mediation techniques while also being sensitive to clients’ emotional needs. Attorneys Wolf and Shore focus on building positive relationships with each client by providing high quality, thorough, and when needed, aggressive legal representation. 3190 Whitney Ave, Building #5 Hamden, CT 06518 Phone: (203) 745-3151 Fax: (203) 891-6479 http://www.wolfandshorelaw.com
RYUKA IP RYUKA IP Law Firm is led by IP professionals with diverse backgrounds in many technical fields and expertise in a variety of jurisdictions. Our key practice areas include patents, trademarks, copyrights, licensing, designs, utility models, and litigation, with areas of technical specialty in electronics, telecommunications, software, optics, mechanical engineering, semiconductors, electronic materials, chemicals, and biochemistry. Ryuka’s visualization and consulting experts support inventors in the realization of their ideas and our talented patent attorneys and other IP practitioners work with professionalism to keep our clients’ valuable assets safe. Our clients can always expect a prompt response, and we have always demonstrated professionalism to meet our clients’ needs and expectations. Name: Aki Ryuka Email: info@ryuka.com Web: www.ryuka.com Address: 1-6-1 Nishi-shinjuku, Shinjuku L Tower 22nd Floor, Shinjuku-ku, Tokyo, 163-1522, JAPAN Phone: +81-3-5322-6375 Fax: +81-3-5339-7790
MelCap Partners MelCap Partners is an investment banking advisory firm specializing in providing high quality and innovative financial advisory services to middle market companies. Services provided include merger, acquisition, & divestiture advisory services, the private placement of senior debt, subordinated/ mezzanine debt, & equity capital, & general advisory services including business valuations, restructurings, & feasibility assessments. Please see our website for additional information: www.melcap.co. Name: Albert D. Melchiorre - Founder and President Email: al@melcap.co Web: www.melcap.co Address: 1684 Medina Road, Medina, OH 44256, United States Phone: +1 330-239-1990 Securities offered through an unaffiliated broker dealer, M&A Securities Group, Inc.
Acquisition International - March 2015 75
The Deal Diary Welcome to the Deal Diary- our monthly round-up of the recent M&A activity across the globe. As always, we feature a range of transactions across a number of different sectors. In support services, Bristow Helicopters, a leading provider of helicopter services to the worldwide offshore energy industry, announced that its affiliate, Bristow Helicopters Australia Pty Ltd., acquired an 85% interest in Airnorth, [Inc., Ltd. and subsidiaries], a regional fixed-wing airline based in Darwin, NorthernTerritory, Australia. TMT saw Calyx Managed Services (CMS), a provider of flexible ICT and cloud-based managed services, sold to specialist merchant bank MXC Capital Limited for an enterprise value of ÂŁ9m. And in Industrials, Newport Corporation acquired FEMTOLASERS Produktions GmbH, a leading developer and manufacturer of ultrafast laser systems used extensively in scientific and biomedical research applications. Have you done a deal lately? If so, then we want to hear from you. Head over to www.acquisition-intl.com and submit the details. powered by
The Deal Diary - Powered by Zephyr/Bureau Van Dijk
Healthcare The second half of 2014 witnessed a decline in both the volume and value of M&A transactions targeting healthcare companies, according to Zephyr, the M&A database published by Bureau van Dijk. USD 21,562 million was invested across 644 deals, marking a five % decline in volume and 20% in value. 2015 has also started slowly in terms of both the volume and value of deals. In January and February there were a combined 177 deals worth an aggregate USD 2,526 million recorded, meaning that if the same level of activity was recorded across the next four months, deal activity would fall well short on both fronts at the end of H1 2015. However, it is unlikely that March, April, May and June will have similar results to January and February, which have traditionally been quiet months as investors gear up for the year ahead. One would hope that M&A activity will increase as the year progresses, but it remains to be seen whether it can reach similar levels to H2 2013 and H1 2014. Nevertheless, even though a decline was recorded in the second half of last year, the USD 21,562 million invested is still considerably higher than the period running from H2 2011 to H1 2013, showing that a general improvement has taken place. Western Europe has attracted the most investment in 2015 to date, bringing in USD 915 million across January and February. The Far East and Central Asia placed second with USD 839 million, followed by North America with USD 578 million and Oceania with USD 123 million. In terms of volume, North America led the way with 61 and Western Europe placed second, suggesting that high value deals helped it to the top of the value rankings. The Far East and Central Asia came some way behind on 26 while Eastern Europe and Oceania were targeted in 14 and 12 deals, respectively. To sum up, a disappointing start to 2015 for the healthcare sector does not necessarily mean that the whole of H1 will shape up this way and the full reality of the situation is only likely to become clear as the months progress. It only takes a couple of mega deals to change the entire face of things and there may yet be a few to come before H1 comes to an end.
Number and Aggregate Value (Mil USD) of Healthcare Deals Globally by Type: 2006-2015 to date (as at 28 February 2015) Deal half yearly value (Announced date)
Number of deals
Aggregate deal value (mil USD)
H1 2015
177
2,526
H2 2014
644
21,562
H1 2014
676
26,863
H2 2013
639
26,870
H1 2013
590
16,181
H2 2012
581
15,291
H1 2012
578
14,020
H2 2011
538
11,774
H1 2011
496
25,171
H2 2010
458
18,603
H1 2010
459
14,710
H2 2009
432
10,296
H1 2009
379
5,730
H2 2008
426
7,313
H1 2008
452
13,578
Acquisition International - March 2015 77
Financial Services Deals
closure of
Closure of Polaris Private Equity IV at €300m Polaris Private Equity (“Polaris”), the leading Danish/Swedish lower mid-market private equity investor, is pleased to announce that it has successfully completed a first closing of its fourth private equity fund – Polaris Private Equity IV – at DKK 2.2 billion (€300 million). Admincontrol provided the virtual data room. Admincontrol’s Virtual Data Rooms (VDR) is used to share sensitive documents and information where easy sharing, and full control over sensitive documents is key. The solution allows swift and secure information sharing in connection with transactions, stock exchange listings, the raising of capital and restructuring processes. Virtual Data Rooms can be used when sharing information to external parties during: Mergers & Acquisitions - IPO & Fund Raising - Private Equity transactions - Real Estate transactions - Procurement. Admincontrol VDR is user-friendly and intuitive. The solution provides a good overview of extensive structures. No installation is required. It is simple to upload and organise documents via the drag-and-drop function, and the relevant stakeholders can quickly be given access to the service. Admincontrol VDR has a number of advantages: User-friendly and clear folder structure - Clear and advanced Q&A module - Good control of different users’ rights and access - Reports and a log of all activity - Free text search for names and content - Possible to transfer the information to the board and management portal after the VDR project has been completed.
Private Equity IV at €300m
Virtual Data Room Provider
Legal Adviser to the Purchaser
Admincontrol helps you to get started quickly and efficiently. The data room is established within a few hours, and support is easily accessible throughout the process. Support 24/7/365 - Help with scanning and uploading documents and/or folders - Help with invitations and managing users roles and rights. The administrators manage the various users’ access: rights to read, print or download documents. Documents can be given a watermark, and the data room can be secured using two-factor authentication via text message. Admincontrol offers you full confidentiality and information security. We have a duty of confidentiality from your first query.
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Support Services Deals
Bristow acquisition of Airnorth Bristow Group Inc. (NYSE: BRS), a leading provider of helicopter services to the worldwide offshore energy industry, announced that its affiliate, Bristow Helicopters Australia Pty Ltd., acquired an 85 - percent interest in Airnorth, [Inc., Ltd. and subsidiaries], a regional fixed - wing airline based in Darwin, Northern Territory, Australia. “This investment strengthens our position in Australia as it allows us to offer integrated fixed - and rotary wing logistics solutions, a combined offering that has proven valuable to our customers around the world,” said Jonathan E. Baliff, president and chief executive officer of Bristow Group Inc. “We also gain access to key southeast Asian markets where we do not currently operate. We view Airnorth as an exceptional operator, and are culturally and operationally aligned with shared core values of safety, quality and service.”
acquisition of
Richard Marques, Principal, led the team at Greenhill who acted as sole financial adviser for Airnorth over the course of the transaction. Mr. Marques commented: “Greenhill provided independent strategic and tactical advice to Airnorth in its negotiations with a sophisticated counterparty. The Greenhill team worked seamlessly with Airnorth to optimise the transaction outcome for its shareholders and management, both in terms of value and risk.”
Richard Marques
He continued: “The combination provides Airnorth with a culturally and strategically aligned partner that is strongly capitalised and well placed to support and accelerate Airnorth’s future growth. The businesses are highly complementary, with Bristow and Airnorth servicing mutual clients, enabling Bristow to provide an integrated helicopter and fixed wing solution to its offshore oil and gas clients.”
Financial Adviser
Mr. Marques concluded by saying: “Bristow’s acquisition of Airnorth is an illustration of the increasing prevalence of cross-border M&A activity and the importance of advisers being able to deliver international insights to clients, leveraging global teams with deep sector knowledge.” www.greenhill.com
Bristow acquisition of Airnorth Bristow Helicopters Australia Pty Ltd. has announced that it has acquired an 85-percent interest in Airnorth, the largest regional airline operating across Northern Australia. Bruce Burnett led the team with Tim Scott, Vice President – Technical, at AVITAS who were representing Bristow Group. Mr. Burnett commented: “together we spent a week inside the airline’s facilities in Darwin conducting reviews of all facets of the airline’s operation. In addition to the onsite due diligence, the AVITAS Valuations Group provided a valuation of each of the 13 aircraft in the airline’s fleet.”
acquisition of
“This was the first time AVITAS had the opportunity to represent Bristow Group with this type of due diligence, operational review and aircraft valuations. As with many of our clients, AVITAS was recommended to Bristow as a knowledgeable and experienced consultancy.” Mr. Burnett continued: “AVITAS provided a third party review of the airline. This included interviewing senior management, reviewing the technical and flight operation functions of the airline, and inspecting the fleet of aircraft and records. The goal of the AVITAS visit was to review the airline’s operation and identify any risks or concerns. By providing a technical review of the airline, our client was able to close the deal with the confidence that they had done their due diligence and there wouldn’t be any hidden surprises. Having a third party, specifically one with an extensive airline operations background, review the airline and their operation provided confidence to our client that acquiring the airline was a secure acquisition.”
Bruce Burnett
“Bristow already has an extensive helicopter presence in Darwin. With the acquisition of an airline with multiple types of fixed wing aircraft, Bristow created a more extensive route network and larger presence in northern Australia.” AVITAS is an aviation consultancy with expertise in asset valuations, technical services, market analysis, and business strategy. With offices in Washington, DC and London, AVITAS serves a broad spectrum of worldwide clients including investors, lenders, manufacturers, airlines, maintenance facilities, government agencies, and law firms. For further information, please contact Bruce.Burnett@AVITAS.com www.AVITAS.com
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Onsite Due Diligence - Operational Review and Aircraft Valuations
Support Services Deals
Duff & Phelps acquisition of American Appraisal Duff & Phelps Corporation, the premier global valuation and corporate finance advisor, has announced that it has acquired American Appraisal Associates, Inc., a global full-service valuation and fixed asset management advisor. The transaction bolsters Duff & Phelps’ world-class valuation capabilities, adding professionals in more than 50 offices globally. As a result, Duff & Phelps will significantly expand its geographic footprint in Europe and Asia.
acquisition of
Emory & Co., a middle-market investment banking boutique, was the financial advisor to the Board of Directors of American Appraisal. The team was led by John Emory Jr., President, John Emory Sr., Chairman, and F. R. Dengel, Managing Director of Emory & Co. John Emory Jr., President of Emory & Co., LLC, commented: “This is the first time we have worked for American Appraisal. Our role was to serve as the financial advisor to American Appraisal’s Board of Directors and provide a Fairness Opinion.”
Legal Advisor to Vendor
Legal Advisor to Purchaser F. R. Dengel
John Emory Sr.
John Emory Jr.
Also included in the transaction is American Appraisal’s Real Estate Advisory Group (“REAG”), a leading real estate advisor with principal operations in Europe. Financial terms of the transaction were not disclosed. Kirkland & Ellis acted as legal advisor to Duff & Phelps and Foley & Lardner acted as legal advisor to American Appraisal.
Financial Adviser
Helsingborg-Helsingør route First State Investments has reached financial close for its acquisition of the Helsingborg - Helsingør ferry route, raising about €230 million ($261 million) equivalent of debt from three commercial banks and a debt fund. A joint-venture between ferry operators Stena Line and Scandlines sold the asset. The four mandated lead arrangers are: ING, SEB, Societe Generale, UBS Global Asset Management’s Infrastructure Debt Platform. The UBS tranche is denominated in Danish Krone, whilst the other three banks lent in Swedish Krone. The cash consideration was paid in Swedish Krone. The asset’s revenues are in a combination of Danish and Swedish Krone and euros so there is natural hedging. Pricing is between 200-300bp over SEK Libor, IJGlobal understands.
Helsingborg-Helsingør route Virtual Data Room Provider
Legal advisers for First State
The lenders’ tickets are broadly equal, with SEB and ING taking the largest at roughly €60 million. The debt has a legal tenor of six years, and is mini-perm with cash sweeps. Financial close took place yesterday (28 January 2015). First State’s financial adviser is DC Advisory and UBS advised the sellers. Lenders’ Adviser
On 9 January 2015 First State signed an agreement with the vendor, a 50/50 joint-venture of Danish Scandlines and Swedish Stena Line, major ferry operators in the area. First State has not disclosed the sum paid. First State is acquiring the busy commuter crossing at the closest point between Denmark and Sweden through its European Diversified Infrastructure Fund (EDIF) which hit its hard cap of €2 billion this month and is about 70% invested following this transaction. First State first approached Scandlines and Stena Line about a year ago and the deal was agreed on a bilateral basis. Accounting and Tax
First State will acquire the five vessels operating the 4km route and the two ports. The Danish port is owned freehold and long-term leasehold, whilst the Swedish is on a leasehold. From financial close First State has operational responsibility, initially with support from Scandlines and Stena Line. The route handled 7.6 million passengers in 2013.
Acquisition International - March 2015 81
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Support Services Deals
Alcumus acquisition of Safety Management & Monitory Services Alcumus has announced the acquisition of Safety Management & Monitoring Services Limited (SM&MS), a health & safety and environmental services provider, specialising in the property management sector. The acquisition of SM&MS will further accelerate Alcumus’ penetration of legislatively-driven compliance markets, particularly around property & workplace risk, complemented by Alcumus’ current software, consultancy and monitoring services in this space. Victanis Advisory Services led by Marc de Thomasson – Managing Partner advised Alcumus, other team members included Christopher Cradock, Stephen Hendrey and Eric Lambert.
acquisition of
Safety Management & Monitoring Services Limited Strategic/Commercial Due Diligence
Mr. de Thomasson commented: “Victanis Advisory Services has been appointed by Sovereign Capital on behalf of Alcumus. This is the third time that we support Sovereign Capital with one of their transactions within the Business Support Services sector, be it a platform investment or a refinancing exercise.”
Marc de Thomasson
He continued: “We are a provider of strategic/commercial due diligence who have a unique understanding of both Alcumus ‘ and SM&MS’ core services, customer bases and the regulatory environment in which they operate. Our precise assessment of the market prospects, the positioning of SM&MS and of the overall deal rationale were necessary for Sovereign and Alcumus to move on and complete the transaction.” Mr. de Thomasson concluded: “Our rare expertise of the Compliance, Certification sectors allowed us to assess not only the suitability of SM&MS as a bolt-on to Alcumus but also to identify possible synergies, new growth areas and to validate the value creation opportunity expected from this transaction.”
Debt Advisory
Financial Due Diligence
marc.dethomasson@victanis.com www.victanis.com
Resolution Insurance majority stake acquisition LeapFrog Investments, the private equity firm with a focus on Africa and Asia, said it will pay 1.68 billion shillings ($19 million) to gain control of Kenya’s Resolution Insurance and tap growth in health coverage. Pamoja Capital, led by Mr. Geoffrey Gangla, Team Leader and Mr. James Wahome, Project Manager, was representing the shareholders on Resolution Health East Africa Limited with regards to the share sale and the rights issue. Pamoja Capital has acted as an advisor to Resolution Health East Africa Limited in other corporate finance assignments since 2010.
majority stake acquisition
Our role as the transaction advisers to the project was to develop and manage the transaction process that fulfilled our clients’ objectives. This covered developing financial models and information memorandum, valuation, managing the due diligence process, transaction structure, co-ordinate other advisors and negotiation with different parties. We were able to guide the shareholders through a complex process and also assist in balancing the commercial interests of all stakeholders up to completion.
Financial Adviser to the Vendor
James Wahome
Geoffrey Gangla
The transaction will provide Resolution Health East Africa with the capital required to enable the business execute its long term strategy of underwriting new classes on Insurance products in the markets it currently operates in. The transaction announcement also placed our client as a company that is sufficiently capitalised to take on new insurance business in the coming year 2015. We anticipate that with Leapfrog as an investor our client can leverage on the strong industry knowledge that Leapfrog will provide as well as develop new ideas through Leapfrog Labs.
Financial Due Diligence Provider Vendor Due Diligence Provider - Tax Adviser Systems Due Diligence Provider Pensions and Actuarial Adviser
We were quite pleased to have been able to execute this mandate to not only give existing shareholders an attractive return on their investment into the company but also introduce a strategic investor who will anchor the business as it moves to develop its general insurance portfolio. Website: www.pamojacapital.co.ke Geoffrey Gangla:gangla@pamojacapital.co.ke James Wahome: james@pamojacapital.co.ke
Acquisition International - March 2015 83
Industrials Deals
Newport acquisition of Femtolasers Produktions Newport Corporation (NASDAQ: NEWP) has announced that it has entered into an agreement to acquire FEMTOLASERS Produktions GmbH, a leading developer and manufacturer of ultrafast laser systems used extensively in scientific and biomedical research applications. Widely recognized for developing the world’s highest precision ultrafast lasers, FEMTOLASERS enables some of the most advanced research applications, including the pioneering of attosecond (10-18 second) science to study physical, chemical and biological phenomena at the atomic and subatomic levels.
acquisition of
“We are excited to announce our agreement to acquire FEMTOLASERS, which will advance our strategic initiative to extend our industry leadership in ultrafast lasers,” said David Allen, Senior Vice President and General Manager of Newport’s Spectra-Physics Lasers Group. “FEMTOLASERS has developed some truly impressive leading-edge technology that will be invaluable as we work together to develop the next generation of ultrafast lasers. We welcome the FEMTOLASERS team to Newport and look forward to their contributions to our Spectra-Physics Lasers Group.” Established in 1994, FEMTOLASERS is headquartered in Vienna, Austria and has an installed base of more than 850 systems in over 30 countries. In the first 12 months after closing, Newport expects FEMTOLASERS’ sales to be in the range of $8 million to $12 million, and expects the transaction to be accretive to its earnings. Terms of the transaction, which is anticipated to close during the first quarter of 2015, were not disclosed.
Virtual Data Room Provider
Martin Alamri
Martin Alamri, director, Merrill DataSite was representing the sell side team on the provision of the online due diligence platform. Mr Alamri commented: “Merrill DataSite assisted the sell-side team to prepare and open their virtual data room at short notice. The VDR helped ensure an efficient and secure sales process.” Martin.Alamri@merrillcorp.com www.datasite.com
IMA Group acquisition of Oystar I.M.A. Industria Macchine Automatiche S.p.A. has acquired the operating business of OYSTAR Group from private equity firm ODEWALD. The operating companies of OYSTAR Group - Benhil, Erca, Gasti, Hamba and Hassia - will be transferred into the newly founded holding company IMA Dairy and Food GmbH. Under the umbrella of IMA Group, they will continue to act independently and continue their growth. There are no material consequences for the group’s customers, employees and production locations following from the change in ownership. The closing of the transaction, which is expected in the first quarter of 2015, is subject to approval of the cartel authorities. Alberto Vacchi, Chairman and CEO of IMA Group, said: “With this acquisition, the IMA Group is taking another important step towards the future. The product range of the companies being acquired is complementary to our presence in the food industry and positions us, worldwide, among the most important group leaders in food packaging. The combination of Italian and German excellence, internationally recognized as the leading edge in this field of technology, opens up new and interesting prospects for the IMA Group. Italian creativity and design, in a framework of production flexibility, combined with solid German technical expertise, undoubtedly result in creating a unique and successful mix for our key markets, generating a model for combining already competitive industrial expertise in different parts of the Europe.”
acquisition of
Virtual Data Room Provider
Tax Adviser
Alexander Gross
Markus Ehl, CEO of OYSTAR Group, said: “Our strategy has been and will be to focus and build on our strengths. ODEWALD’s support over the past years in growing our business has been outstanding. We are looking forward to continue our successful growth path under the umbrella of IMA Group.” Alexander Gross, Director, led the team at Merrill DataSite who were representing the sell side team on the provision of the online due diligence platform. Mr Gross commented: “Merrill DataSite worked with the sell side team to prepare and present a large amount of data for the virtual data room on this project. The VDR helped ensure an efficient and smooth delivery of secure, online documentation for the due diligence phase of this deal.” Alexander.Gross@merrillcorp.com www.datasite.com
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Financial Due Diligence Provider
Industrials Deals
Nobia acquisition of Rixonway Kitchens acquisition of Rixonway Kitchens, one of the UK’s leading manufacturer of rigid kitchens for the social housing, independent builders merchant and private development markets, has been sold by private equity firm August Equity and its management team to listed Swedish company Nobia AB in a deal worth £34 million. Rixonway has manufactured kitchens in Yorkshire since 1978 and since the MBO in 2006 led by Chief Executive Paul Rose, has become a market leader in supplying rigid kitchens to major contractors operating in the social housing sector, with current revenues of around £40m.
Environmental Due Diligence Provider
Philip Rattle led the original MBO and exit alongside Mike Biddulph for August Equity, and the vendors were advised by Paul Trickett and Matthew Nicholson in the Corporate Finance team at Deloitte in Leeds. Macfarlanes LLP provided legal advice. Ian Gilbert of Walker Morris provided legal advice to management.
Legal Adviser to the purchaser (UK)
Paul Rose, Rixonway CEO, said: “It’s business as usual! The acquisition of Rixonway by the Nobia group is a great strategic fit for both businesses. Being part of a larger group will open up many opportunities for the business and we look forward to working closely with Nobia to realise our future growth plans.”
Legal Advisors to the purchaser (Sweden)
Peter Kane, Head of Nobia Western Europe commented: “It is very exciting for Nobia to strengthen its presence in the project market. The addition of Rixonway will complement our approach to the UK market very well. We welcome Paul and the team into the Western Europe Region and look forward to working together, sharing best practice and growing market share.” Paul Trickett, Partner at Deloitte in Leeds, said: “Rixonway is a great manufacturing business with a strong management team and we’re pleased to have worked with them and August to ensure the business can move on to the next stage of its development as part of a major European kitchen specialist like Nobia. I am confident the partnership with Nobia will help both businesses realise their exciting growth ambitions and continue to drive growth in the Yorkshire manufacturing sector.”
Financial Adviser to the Seller
Financial Advisers to the Purchaser
Acquisition International - March 2015 85
TMT Deals
Better Capital sale of Calyx Managed Services Following a competitive auction process involving a number of interested parties, Calyx Managed Services (“CMS”) was sold to MXC Capital Limited for an enterprise value of £9.0m. The CMS element of the Calyx Group’s most recent valuation was £4.9m.
acquisition of
“I am pleased to confirm that Calyx Managed Services Ltd is now owned by MXC Capital Limited, a London Stock Exchange, AIM quoted merchant bank that invests in UK-based telecommunications, media and technology businesses. The Partners at MXC have a long and distinguished track record working with UK technology companies and we see this as an excellent opportunity to support our strategic visions and strong track record of successfully delivering managed IT services to the UK mid-market through our growing portfolio of managed cloud, networking and mobility solutions. This acquisition comes after we have recently reported a growth in profit margin of 266% thanks to growing demand for consultancy, combined with our own operational investment. For all day to day activities it is very much business as usual and our main focus will continue to be delivering first class services to our customers. Our principal objective is to ensure we continue to deliver a first class service to our customers and there will be no wavering as we strive to deliver integrity, spirit and excellence in everything we do.”
Virtual Data Room Provider
Steve Clarke, CEO, Calyx Managed Services Ltd
Steve Clarke
Merrill DataSite was the virtual data room provider on this deal.
Clarion Capital Partners acquisition of stake in Moravia IT Moravia IT a.s. (“Moravia”) has announced that Clarion Capital Partners, LLC (“Clarion”), a New Yorkbased middle market private equity firm, has acquired a majority interest in the company. Moravia’s 2014 revenues exceeded USD 100 million, making the translation and localization company the first in the language services industry to achieve the hundred-million–dollar milestone through organic growth alone.
acquisition of
Moravia’s services address the complex localization demands of leading global brands and fast-growing companies, primarily in the IT and life science industry sectors. Moravia partners with its clients to succeed in global markets by adapting or sometimes recreating the client’s content to meet the specific linguistic, technical and cultural expectations of customers in each target market. Glafkos Tombolis, Corporate Partner, led the team at Kemp Little LLP. Mr. Tombolis commented: “We represented Moravia and its majority shareholder, both of whom are new clients for the firm.” “Our role in the transaction was to advise as to English law (the principal acquisition documents were governed by English law) and also to co-ordinate the provision of (amongst other systems of law) US and Luxembourg legal advice provided by local legal counsel. We also liaised closely throughout the transaction with our clients’ corporate finance advisors, Little Venice Partners.”
Glafkos Tombolis
“The transaction involved a disposal by the founder and principal shareholder of her interest in the target group. The purchaser, Clarion Capital Partners LLP (a US-based mid-market private equity fund) is looking to establish a leading position in the localisation space, hence the acquisition. Our client has a retained economic interest in the buyer’s group and will, no doubt, offer invaluable strategic input to Clarion.” “Kemp Little is the UK’s leading technology-focused law firm with considerable cross-border private equity experience. This transaction therefore very much played to our core strengths.” glafkos.tombolis@kemplittle.com | info@kemplittle.com
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Legal Adviser to the Vendor
Financial Adviser to the Vendor
TMT Deals
CREALOGIX’s acquisition of MBA Systems CREALOGIX has acquired MBA Systems, a well-established UK fintech brand and leading supplier of innovative web-based solutions and services to the securities and wealth management industries. With this move, CREALOGIX - the Swiss based technology group ranked in the global FinTech Top 100 list strengthens its presence in the UK market and gains an established customer base of over 30 banks, brokers and wealth managers. The transaction complements the current solution portfolio in digital banking and accelerates CREALOGIX’s move into subscription based and hosted services.
acquisition of
Richard Hall, Chief Executive and founder of CloudOrigin, led the Technical and Operational Due Diligence for the transaction. CloudOrigin advised the acquirer CREALOGIX AG of Switzerland for the first time on this cross-border trade acquisition.
Systems Due Diligence Provider for Purchaser
Mr. Hall commented: “Through our extensive technical and commercial experience with FinTech providers, latest Software as a Service (SaaS) best practice, IT security measures, knowledge of the FIX electronic trading community and the needs of financial services clients we were able to review the technology offerings, the development and operational capabilities of the target together with the growth and integration opportunities for the buyer.”
C CloudOrigin
Richard Hall
He concluded: “CREALOGIX gained a mature, profitable FinTech business in MBA Systems with an outstanding client list and market reputation, which in turn complements their existing banking technology offerings with excellent integration and sales upside potential.”
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www.CloudOrigin.com Info@CloudOrigin.com
CONSULTING • S t ra te g i c Pl a n n i n g • In d u s t r y Fo re c a s t • Ai rl i n e Pl a n n i n g TECHNICAL • In s p e c t i o n s & Au d i t s • R e d el iv e r i e s & R e p o s s e s s i o n s • M a i n te n a n c e C o s t S t u d i e s VALUATIONS • Ai rc ra f t & E n g i n e Va l u e s • A s s et M a n a g e m e n t • B l u e B o o k s & O n l i n e Va l u e s
The Leading Advisor to the Aviation Industry
www.AVITAS.com tel: 703.476.2300 fax: 703.860.5855
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What:
We partner with high technology companies to assist in developing intellectual property assets, formulating and executing strategic plans for achieving maximal value for our clients. Our clients have achieved over $1.6 Billion (USD) in market value, either through financing rounds, merger and acquisition, licensing or litigation awards. To achieve this success, we combine professional and technical skills with level-headed business principles and experience. Or practice is devoted to supporting our client’s intellectual property asset development, commercialization and, when necessary, enforcement.
Planning:
The focal point of an intellectual property plan is to secure maximum value for intellectual property assets. This is achieved by first defining the business objectives to be achieved.
Strategy:
Once the IP plan has been identified, a management team, including business, technology and legal expertise, reviews the business objectives, considers the congruence between the plan and the objectives, then pressure tests the plan against identified opportunities to challenge that the intellectual property assets will achieve those objectives. Being dynamic, the plan will be consistently and constantly assessed, revised, and reassessed as new objectives are identified, new opportunities are presented or new challenges arise. A coherent IP strategy will include IP landscaping to identify and analyze existing IP rights and players in the relevant technology space. The white space opportunities will be identified and an evaluation of the coherence between the IP plan and the white space analysis will be completed. In addition, IP forecasting may be undertaken to predict, based upon a third party’s prior IP behavior, what are the likely IP protection pathways a third party will be pursuing with their IP portfolio. Additionally, licensing and collaborative research and development opportunities may be undertaken, “blue sky” evaluation for next generation products and/or superseding technology and opportunities for developing IP in those areas, freedom-to-operate issues relevant to the pre-commercial products under development to minimize the risk of material liability in litigation should be undertaken and processes for dynamic and real time IP tracking within the technology space, may be implemented.
Who:
Members of the firm have scientific training and regularly work across a spectrum of technologies including pharmaceuticals, medical devices, biotechnology, therapeutics, diagnostics, nanotechnology, organic and inorganic chemistry, biochemistry, materials science, agricultural chemicals, plant breeding, environmental protection systems, semiconductor processing, industrial and medical lasers, computer hardware and software, digital and analog electrical systems, water purification systems, evaporative cooling systems, skin care products, clothing, motor vehicle assemblies and systems, and general mechanical and electrical technologies.
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We combine professional and technical skills with level-headed business principles and experience.
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Address: 1480 Techny Road Northbrook, Illinois 60062 Tel: 847-770-6000 Fax: 847-770-6006
info@RosenbaumIP.com www.rosenbaumip.com
LUX OUR MONTHLY GLIMPSE INTO THE WORLD OF THE GLAMOROUS
Exp 10 Speed 6 The Future of Design & Performance Bentley Motors gave the world a glimpse of the future direction of luxury and performance when it unveiled the impressive new EXP 10 Speed 6 at the 2015 Geneva International Motor Show.
Gin Genie With summer just around the corner, and a good gin high on many people’s lists of quintesential warm-weather tipples, we take a closer look at a few of the quality brands that you can expect to be winging their way to a garden party near you this year.
The Peak of Relaxation Bodysgallen Hall provides the perfect escape to the beautiful Welsh countryside overlooking scenic views of the Snowdonia Mountains.
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GinGenie With summer just around the corner, and a good gin high on many people’s lists of quintesential warm-weather tipples, we take a closer look at a few of the quality brands that you can expect to be winging their way to a garden party near you this year. 92 Acquisition International - March 2015
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2. Boxer Gin If you’re looking for a classic London dry gin, you won’t get much better than Boxer. This delicate tipple provides an intricate blend of finely balanced flavours, including elements of fresh juniper as well as lemon, orange and bergamot. This extra dry mixture is set against a background of rich, woody spice and aromatic floral notes. What makes Boxer unique is that it works exceedingly well when mixed with tonic, remaining clear even when heavily diluted. When drunk neat or as a gin martini, the softness and luxurious texture of Boxer are most apparent and provide a welcome antidote to some of the sharper varieties out there.
3. Bathtub Gin
1. Sacred Gin Sacred is a gin that’s simply one its kind. Founded by husband and wife Ian Hart and Hillary Whitney, the couple were the only two people involved in the company up until recently having hired their first member of staff. This seemingly small workforce demonstrates that Sacred is a gin primarily focused on quality and not quantity. Despite the small amount number of personnel, Sacred have quickly built up a loyal and enthusiastic following. Sacred Gin received a Double Gold Medal at the San Francisco World Spirits Competition 2013 and Sacred Gin and Sacred Coriander Gin took first and second prizes respectively as the best gins with tonic Craft Distillers Association. It is also a particular favourite of Alessandro Palazzi, manager of the legendary Dukes Bar, where James Bond creator Ian Fleming coined the immortal phrase: “Shaken not stirred”. Sacred Gin can be found in retail outlets such as Fortnum and Mason, Harrods, Selfridges and many independent wine merchants dotted around the country. Although they have been approached on many occasions, they are both adamant that they will never be sold at supply supermarkets or large chains. They export – albeit very small quantities to the US, Japan, Taiwan, Australia and Europe and can be found in some of the best bars and restaurants in the UK, such as Nobu, Chiltern Firehouse and Le Manoir aux Quat’Saisons. With such a diverse range of gin being made in London, what separates Sacred Microdistellery from the rest of the pack is that it distils its spirits under a vacuum in glassware. Sacred take gin-making to the laboratory, where each botanical includes organic fresh cut citrus. In comparison to more traditional methods, this process gives it a fresher and more flavourful taste. This unique process is combined with a secret recipe, which we can only speculate is what gives it its creamy and luxurious taste. While a lot of gins can be quite sharp, Sacred has a certain smoothness that makes it a top quality gin.
A truly innovative example, Bathtub Gin combines traditional gin making methods with modern science. It is the brainchild of the enigmatic Professor Cornelius Ampleforth, and is produced through the traditional method of cold compounding (or, in layman’s terms, ‘infusing’), combined with miles and miles of additional botanicals, spirits, bubbling beakers, glass vials, and bottles. We don’t pretend to understand any of this but what we do know is that it all results in a drink that combines the warmth of a traditional gin with a bold modern flavour, displaying hints of juniper, coriander, cinnamon, cloves and cardamom.
4. SW4 London Dry Gin What makes SW4 so unique? In short, it’s all about the botanicals - a distinctive blend of 12 of them, to be precise - which combine to give this London dry gin a refreshing feel and fullness. The rich fruity flavour is down to the inclusdion of citrus fruits - specifically orange and lemon peel - while the addition of nutmeg and almond add an unmistakable savoury touch to the mix.
5. G’Vine France is famous for its high quality spirits and G’Vine gin is no exception. While most gin is made from grain, G’Vine take advantage of the blooming French vineyards to create an exceptionally sweet variety. Combined with their unique us of the vine flower, G’Vine use juniper berries, green cardamom and ginger roots. These ingredients combine to create a smooth and sophisticated gin that makes it ideal for the perfect summer G&T.
6. Leopold’s American Small Batch Gin While most gins are made by simultaneously distilling juniper and other botanicals within the same still, Leopold’s American Small Batch Gin add a little something extra to the process to create a flavour all of its own. Their method sees them distil each botanical: juniper, coriander, pummelos, orris root, Valencia oranges separately to bring out only the purest flavours and aromas that are blended together to achieve a softer, brighter spirit. Among its accolades include being named “Best American Gin” by The Wall Street Journal as well as receiving a Gold Medal in the International World Spirits Competition 2013. Acquisition International - March 2015 93
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Exp 10 Speed 6 The Future of Design and Performance
Bentley Motors gave the world a glimpse of the future direction of luxury and performance when it unveiled the impressive new EXP 10 Speed 6 at the 2015 Geneva International Motor Show.
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Motoring - Exp 10 Speed 6 – The Future of Design and Performance
The EXP 10 Speed 6 concept is a British interpretation of a high performance two seater sportscar using modern automotive design, highly skilled handcrafting, the finest materials and advanced performance technology. From the racing success of the company’s early years to the international motorsport success of today, ‘speed’ is part of Bentley’s DNA. This inspiration is expressed throughout the EXP 10 Speed 6, where iconic Bentley design cues are fused with progressive craftsmanship techniques and modern technologies. Copper elements are used as accents to both exterior and interior features to highlight the performance hybrid potential of the concept’s advanced new powertrain. Performance goals including top speed are set to challenge competitors and define a new segment benchmark. Wolfgang Dürheimer, chairman and chief executive of Bentley Motors, comments: “EXP 10 Speed 6 is one vision for Bentley’s future – a powerful, exquisite and individual concept. The showcar has the potential to be the new pinnacle luxury two-seat sports car. It offers thrilling, driver-oriented performance, complete with trademark modern Bentley luxury and effortlessness. It could be a future model line, alongside the Continental GT and redefining the pinnacle of another market sector, and the styling of the EXP 10 Speed 6 could influence the expansion of the Bentley family. This is not just a new sports car concept – but the potential Bentley sports car – a bold vision for a brand with a bold future.” Unmistakably Bentley The exterior design of EXP 10 Speed 6 is an expression of muscular, athletic surfaces inspired by the aerodynamic shapes of aircraft fuselages and wings. The ethos of the design was to develop contemporary interpretations of Bentley styling cues, which have been brought together with beauty and precision. The result is a coupe of clean, modern surfaces whilst remaining unmistakably Bentley. Creating exciting contemporary ideas from classic starting points is evident across the car, from the new interpretation of the iconic Bentley matrix grille and four-round headlamps to the paint colour – a deeper, richer and heavily metallic version of British Racing Green. The principles of established Bentley luxury have been applied in new and invigorating ways that use the latest technologies and techniques. The shapes and lines of EXP 10 Speed 6 represent a dynamic sculpture, creating harmony between sharp lines and flowing surfaces and using twisted surfaces to imply speed. Combined with muscular proportions and an athletic stance through the use of a short front overhang, long bonnet, low grille Acquisition International - March 2015 95
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Motoring - Exp 10 Speed 6 – The Future of Design and Performance
and wide rear shape with a long C-post, the exterior styling hints at high speed potential of the car. Every exterior material and each individual detail is designed to modern Bentley style. Cuttingedge 3D metal printing technology has allowed the grille mesh, exhausts, door handles and side vents to be delivered with micro-scale design detail precision. The iconic Bentley mesh grille, for example, is no longer a flat plane of latticework but includes varying depth with a complex 3D geometry only visible when viewed at an angle. Bentley’s renowned quilted leather has inspired three dimensional texture to the precision glass of the headlamps. These exterior elements come together to present a Bentley for the next generation – lean, toned and exquisitely precise, designed around new evolutions of the design elements that unite all Bentleys – past, present and future. Performance-Orientated Luxury The inspiration for the interior comes from the continuous line that runs around the cabin, driving through the console and into two symmetrical wings before flowing into the door and looping back into the console armrest. Two elegant quilted sports seats are positioned either side of the narrow centre console which houses exquisite driver controls and a highly intuitive 12” touch screen. These features combine futuristic technology seamlessly with progressive Bentley craftsmanship. Each detail has taken core Bentley interior DNA principles and moved them forwards. For example, the classic and purposeful Bentley knurled surface is a feature throughout the controls of the car, but now created using steel and copper together to create a two-metal 3D texture. Continuing the fusion of traditional materials and contemporary design statements, the doors of EXP 10 Speed 6 feature 3D quilting, milled directly in to solid straight-grain cherry wood. Each resulting diamond is finished with a copper centre. The centre console integrates digital information with tactile controls via a curved touch screen housed in an aluminium frame. The fascia instruments deploy from a flat position into the drivers view as the car is started using the floating “B” button integrated in to a non-symmetrical gear lever finished in aluminium, copper and cherry wood. A mechanical rev counter and digital display combine to provide the perfect balance of modern driver information and analogue beauty. The rear interior space is divided into two compartments designed to house a specifically designed four-piece luggage set. Like the rest of the interior, the rear has been trimmed by the master craftsmen at Bentley in the highest quality Poltrona Frau leather.
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The Peak of Relaxation Bodysgallen Hall provides the perfect escape to the beautiful Welsh countryside overlooking scenic views of the Snowdonia Mountains.
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Bodysgallen Hall is situated about 2 miles south from Llandudno, a beautiful town off the North Wales coast. It is surrounded by over 200 acres of beautiful gardens and wooded parkland, and has magnificent views of Snowdonia and Conwy Castle. Whatever time of year, it is the perfect setting for a relaxing and enjoyable getaway. North Wales itself is a land of inspiration, of stunning landscape and beautiful coastline, of unique charm and ancient legend. It remains as one of the last unspoiled areas of Europe. From the moment you cross the border, you know that you are in another country with its own language, culture and way of life. Wales welcomes you to a magical country that boasts a heritage as rich as its landscape. There’s so much to see and do in North Wales it’s not just a place to visit, it’s a place to explore, discover and re-visit time and time again. Specifically there are four main areas worth exploring: the mountains and coasts of Snowdonia, the North Wales Borderlands in the north east, the beautiful Isle of Anglesey, and the bustling North Wales Coastal Resorts. Bodysgallen’s dining experience is equally as picturesque. The Dining Room overlooks the gardens, within which guests can enjoy imaginative food prepared from the best and freshest local produce, awarded in June 2014 3 AA Rosettes. Another restaurant at the hotel is a bistro called 1620, named after the oldest build-date of the Main Hall. Imaginative food is prepared by the award-winning chef using fresh local produce whenever available. Added to their dining achievements is that they have been recognised as one of the best places for Sunday Lunch in the United Kingdom by The Observer. They also provide rooms for private dining to accommodate your special events, while room service can be delivered to your individual bedroom or suite. Your meal won’t be complete without a glass of fine wine, and Bodysgallen Hall’s restaurant maintains an extensive wine cellar sure to contain the perfect wine to satisfy your palate. When starting off the day, they offer a wide variety of breakfast options to suit your individual needs and tastes, and a traditional Welsh breakfast is included in their hotel published tariff and break rates. Nothing adds to their relaxing atmosphere more than the building itself. The hotel is situated in a 17th century house that has been skilfully and sympathetically restored by Historic House Hotels Limited since 1980, and given to the National Trust in 2008. Two of the finest rooms are the large entrance hall and first floor drawing room both with oak panelling, splendid fireplaces and stone mullioned windows. They are furnished with antiques and fine pictures. As for the grounds, they stand in over 200 acres of its own parkland to the south of Llandudno with, spectacular views of Snowdonia and Conwy Castle. Their beautiful gardens include a rare 17th century Acquisition International - March 2015 99
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parterre of box hedges filled with sweet-scented herbs, a rockery with a cascade, a walled rose garden, and several follies. There are fifteen extremely comfortable bedrooms in the hotel, each individually decorated, including four ‘Principal Suites’. There are also 16 cottages situated in the grounds, with picturesque names like Pineapple Lodge, Castle View and Gingerbread House that provide self-contained accommodation for guests preferring a greater degree of privacy. It’s a hotel that also provides designated access for all. The former stable block adjacent to the hotel, now known as the Wynn Rooms, has been converted into rooms for meetings and private dining, ideal for conferences, cocktail parties, wedding civil ceremonies/partnerships and other important occasions. A short walk through the garden brings you to Bodysgallen’s Health and Fitness Spa, which has been converted from the original stone built farm. It contains a large swimming pool, spa bath, steam room, sauna, relaxation room and club room where meals and drinks are served. The superb gymnasium has all the latest equipment and fully qualified fitness instructors are on duty. The Spa also has five beauty treatment rooms with qualified therapists providing the latest treatments using Anne Sémonin (exclusive to Bodysgallen in Wales) and Decléor, and is able to advise clients on the treatments which they will find most beneficial. There is a programme of health and beauty days and half days, and a range of products are available for sale. Hotel guests have unlimited use of the Spa during their stay at Bodysgallen Hall, and there are cottages suites situated in the immediate vicinity for those who would like to be close to the Spa. Other activities include play croquet in the gardens, there are several golf courses near the hotel, and riding can be arranged nearby. The main attraction to Bodysgallen is its historical location. Castles at Conwy, Caernarfon, Harlech and Beaumaris are within easy reach. National Trust properties at Plas Newydd on Anglesey, Penrhyn Castle and the beautiful gardens at Bodnant are a “must”, and so are Betws y Coed and the spectacular Swallow Falls. With so much to see, Bodysgallen is a place you won’t not get tired of after one visit, and will want to come back to explore even more. At Blaenau Ffestiniog, you can visit relics of the Industrial Revolution at preserved slate quarries and ride on the narrow gauge steam railway that served them. The Victorian resort of Llandudno is about a mile away and a drive round the Great Orme provides magnificent views of the North Wales coastline and the Isle of Anglesey. But for many visitors the best part of being in North Wales is just driving along secluded lanes and narrow mountain roads, leaving the car to explore footpaths and bridleways, and discover some of the most attractive scenery in Europe. www.bodysgallen.com Acquisition International - March 2015 101