Acquisition International May 2014

May 2014 /

16

20

40

IN THIS ISSUE / All Eyes on London Nick Andrews, Partner: Forensic and Investigation Services, Grant Thornton UK LLP explains why the city is regarded as an investment powerhouse.

Switzerland: A Safe Haven for Investors Ray Soudah, founding partner of MilleniumAssociates AG comment’s on the current condition of the Swiss economy.

Measuring International Equality Experts on the subject, Universidad Sergio Arboleda & Papini Quadros e Quadros Advogados Associados tell us more.

Staffing 360 Solutions acquires Poolia UK Brendan Flood, Executive Chairman of Staffing 360 Solutions, speaks to Acquisition International about the recruitment industry and why it is coming along in leaps and bounds. / 12 Plus... A.I.’s 2014 Q1 Review: Lex Africa, Soteris Pittas & Co LLC, Aura Healthcare Limited & Ambulatory Alliances. / 25 Deal of the Month EFG Hermes completes USD 150 million exit from Damas. / 14 Measuring the Pulse of Africa’s Economy Experts in the region, Kashillingi Rugaba & Associates, L&O Consulting & The Private Trust Corporation Limited explain why now is an exciting time to be doing business in Africa. / 34 The Maldives: Brighter than Ever Suood, Anwar and Co. has established itself as one of the most prominent law offices in the Maldives, built on the belief that a society built on the foundations of positive law is a better society. / 48 2014: Growth and Trends in Relocation

By Andrea Elliott, Senior Global Immigration Counsel at Pro-Link GLOBAL, Inc. / 52

www. ACQUISITION-INTL .com

Aviation Insurance: Managing Risks through Innovation Bile-Aka, Brizoua-Bi & Associes explain why the current business environment in Côte d’Ivoire is becoming more friendly to investors. / 61 Mitigating Environmental Risks in M&A Craig Carson, Partner, ERM tells us more. / 64 EU Merger control in the European chemicals industry: friend or foe?

Mayer Brown explain why merger control is a key consideration in the EU for parties to transactions and can make or break attempts to rationalise and restructure. / 65 Malta: An International Investment Hub Securities and business associate at PKF Malta Dr. Marilyn Mifsud introduces us to useful and beneficial insurance vehicles. / 71

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

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

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

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

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

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

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

www.deepnfar.com.tw

CONTENTS: May 2014

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

As we were preparing to go to print this month, the Confederation of British Industry (CBI) released some rather interesting comments on the Bank of England’s latest inflation report.

CONTENTS — May 2014

According to CBI Director General, John Cridland, the report provides positive signs that the UK’s recovery is gathering pace, with broadbased growth and business investment picking up. However, he also warned that growth is not yet back to normal and that there are still several political risks still to be tackled, particular with regards to housing.

However, he also said that it is reassuring that the FPC has the mandate and a range of tools available to keep the housing market in check and that it was good to hear the Governor confirm that a decision to increase interest rates would be based on the sustained strength of the wider economy. He concluded by pointing out that there is still some way to go to reduce slack and boost productivity and wages.

So, some positive news there and there’s plenty more to come throughout this month’s magazine. For example, we’ll be taking a close look at why the Cayman Islands is becoming a core location for international trade (page 44), examining why previously struggling Rwanda could be the site of the next global boom (page 46) and detailing the recent major successes for the Tunisian economy (page 69).

Plus there’s all the usual news, comment, profiles and regional round-ups from across the globe.

We hope you enjoy the issue!

Mark Toon, Editor mark.toon@acquisition-intl.com

How to get in touch AI welcomes news and views from its readers.

Correspondence should be sent to; Address/ Acquisition International, Unit 10 Barton Marina, Barton Turn, Barton Under Needwood, Burton on Trent, Staffordshire, DE13 8AS. Tel/ +44 (0) 1283 712447 Email/ reception@acquisition-intl.com Website/ www.acquisition-intl.com Find us on/

Deal of the Month: Staffing 360 Solutions acquires Poolia UK Brendan Flood, Executive Chairman of Staffing 360 Solutions, speaks to Acquisition International about the recruitment industry and why it is coming along in leaps and bounds. /12

News: /4 The Latest News Stories From Around The World.

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

Dealmaker of the Month: /10 Guaranty Trust Bank acquisition of Fina Bank Group.

Deal Diary: /80 Introduced

by Zephyr/ Bureau van Dijk.

PlayHard: /93 @acquisition_int

Acquisition International’s Monthly Lifestyle Review.

14/ 16/ 20/ 23/ 25/ 34/ 38/ 40/ 43/ 44/ 46/ 48/ 50/ 52/ 56/ 57/ 59/ 60/ 61/ 62/ 63/ 64/ 65/ 66/ 69/ 71/ 72/ 74/ 77/ 78/ 78/

Deal of the Month: EFG Hermes Completes USD 150 million Exit from Damas All Eyes on London Switzerland: A Safe Haven for Investors Leading Adviser: Switzerland Acquisition International’s 2014 Q1 Review Measuring the Pulse of Africa’s Economy Biomedicine: The Pillar Industry of the World’s Economy Measuring International Equality The Bahamas: A Paradise for Many Reasons The Cayman Islands: A Core Location for International Trade Rwanda: The Next Global Boom The Maldives: Brighter than Ever Greece: A New Economy in the Making 2014: Growth and Trends in Relocation 2014’s FDI Hot-Spots Real Estate: Emerging Trends in 2014 UAE Healthcare Foreign Direct Investment: The Regulatory Framework The Gaming Industry: A Global Phenomenon Aviation Insurance: Managing Risks through Innovation Regulating Complex Aviation Disputes Sustainability: Mitigating risks and creating value in M&A Mitigating Environmental Risks in M&A EU Merger control in the European chemicals industry: friend or foe?

Introducing 2014’s Most Regarded Litigators Tunisia: A Success Story?

Malta: An International Investment Hub India: Outperforming the Competition 2014: Portugal’s Time to Step Up Minimising Exposure to White Collar Crime M&A: Making the Deal Work The North West: A Prime Location for Investment

Acquisition International | May 2014 |

3

NEWS: from around the world

News: from around the world News in brief Quotient Announces NASDAQ IPO Jersey-registered company Quotient Limited has announced its initial public offering (IPO) in the US, which raised approximately US$40 million by the issue of new shares on NASDAQ. Quotient Limited, which is an established, commercial-stage diagnostics company working in the healthcare sector, announced its IPO with the issue of five million units, each comprising one ordinary share and one warrant to purchase 0.8 of one ordinary share, at a price of US$8 per unit.

Guernsey Introduces LLPs Guernsey has expanded the range of structures available from the jurisdiction by introducing Limited Liability Partnerships (LLPs). The Limited Liability Partnerships (Guernsey) Law, 2013 came into force on 13th May. Fiona Le Poidevin, Chief Executive of Guernsey Finance—the promotional agency for the island’s finance industry—said the introduction of Guernsey LLPs means the island’s financial services practitioners have another vehicle to use in providing solutions for their client base. “We see them being used particularly by professional businesses as vehicles for investing globally and as asset holding structures,” she added.

CBI Upgrades Growth Forecast but Warns on Political Risk The Confederation of British Industry has upgraded its forecast for GDP growth as the recovery continues to take hold, but warns politicians shades to put incentivising business investment ahead of short-term electioneering. The CBI is forecasting GDP growth of 3.0% in 2014, up from the previous forecast of 2.6%, and 2.7% in 2015, up from 2.5%. But the group urged politicians to stick with what’s working and tackle the UK’s long-term economic challenges. easyJet Flies 12m Business Passengers a Year easyJet, the UK’s largest airline, today announced that it carried 12 million business travellers in the 12 months to end of March 2014 – the first time the airline has broken through that milestone. Around one in five of easyJet’s 62 million passengers are travelling with easyJet for business, according to the airline. easyJet carried 8.4 million passengers a year on business in 2010 which means that the airline has increased business traveller numbers by 44%, while retaining yields.

Syngenta Partners with BT to Support Global Growth BT has announced a seven-year extension to its global networked IT services contract with Syngenta, one of the world’s leading agribusiness companies.

BT has worked with Syngenta since 2000, managing all aspects of communications including an integrated IP infrastructure to reduce costs and enable expanded collaboration services. BT will provide new services to Syngenta under this contract such as wide area network optimization, wireless local area network expansion, unified communications support and application performance monitoring.

4

| Acquisition International | May 2014

US Billionaires Dominate List of Most Valuable Art Collections Total value of the art collections of the ten people on the list is US$15.1 billion.

American media mogul David Geffen’s US$2.3 billion art collection tops a list of the ten most valuable private art collections that features mostly US-based billionaire collectors, and some from France.

The combined value of the art collections of the ten individuals on the list, whose total net worth is US$61.9 billion, is US$15.1 billion.

Wealth-X, the world’s leading ultra high net worth intelligence and prospecting firm, has put together the list to mark the first series of this year’s Art Basel shows.

Geffen, a Dreamworks Animation co-founder, has an estimated net worth of US$6.3 billion. He is said to have one of the world’s largest private art collections, consisting mostly of works by American artists from the second half of the 20th century including Jackson Pollock, Mark Rothko and Willem de Kooning.

In second spot is American philanthropist Eli Broad, whose personal art collection is worth US$2.2 billion.

Broad, with a net worth of US$6.9 billion, and his wife Edythe are building the Broad, a contemporary art museum in downtown Los Angeles that will house nearly 2,000 artworks from the Broad Art Foundation and the Broads’ private collections, which are regarded as among the most significant holdings of post-war and contemporary art worldwide.

At number six, French business tycoon Francois Pinault’s art collection is valued at US$1.4 billion, although his personal fortune (US$14 billion) is the highest among the collectors on the Wealth-X list.

Pinault’s personal collection of more than 2,000 pieces includes works by Picasso, Mondrian and Jeff Koons. Pinault serves as the president of Palazzo Grassi, an art collection centre that houses his art collection.

NEWS: from around the world Mykhaylo Palinchak / Shutterstock.com

Ukraine Crisis: Ripple Effects Felt Across Europe A severe slowdown of Russia’s economy— partly due to the Ukraine conflict—in the second half of 2014 and continuing into 2015 would lead to a reduction in European real GDP growth by about 0.15% overall, according to a new IHS study.

In addition to souring relations between Russia, Europe and the United States, further escalation of Russia’s engagement in Ukraine could cost Russia more than 3% in GDP in real terms or USD115 billion in current dollar terms on average in 2015. The conflict could also exacerbate recessionary pressures, and lead to a reduction in European real GDP of about 0.15% overall, according to a scenario developed by economists at IHS Inc., a leading global source of critical information and insight.

Russia’s economy, already likely in recession, will dampen further in the face of a deteriorating political situation; tougher sanctions; falling investor confidence; and a business climate worsened by fears of retaliation against western companies that produce in or sell to Russia, according to the IHS scenario.

A severe slowdown of Russia’s economy in the second half of 2014 and continuing into 2015 would lead to a reduction in European real GDP growth by about 0.15% overall, but with large variations between countries, the IHS study says. Most affected would be traditional machinery and equipment and chemical products’ exporters such as the Netherlands, Belgium and Germany.

Also impacted would be Italy and Spain, as would countries highly dependent on Russian imports, such as Finland.

Additionally, non-European economies stand to suffer from the slowdown.

Among these are Argentina, Australia and Brazil, who would suffer from lower world demand for their commodity and manufactured exports, triggering spillover effects on their own trading partners in Asia and Latin America.

IHS economists developed the scenario in response to heightened tensions brought about by Russia’s annexation of Crimea and its ongoing dispute with Ukraine following the ouster of Ukraine’s president and scheduling of new elections.

The scenario was developed using a new, state-of-the-art IHS Global Link Model. The model enables IHS to quantify the impacts of further degradation of the economic situation in Russia on other countries in Europe and globally.

“While Russia could end up paying a very heavy economic price for its annexation of Crimea and its ongoing conflict with Ukraine, the negative impacts on other parts of the world, notably Europe, will also be hard to avoid,” said IHS Chief Economist Nariman Behravesh.

The scenario makes a number of assumptions, including an erosion of business confidence in Russia and increased outflows of capital from Russia, exerting severe downward pressure on the rouble and forcing monetary authorities to raise interest rates to stem the outflows, leading to Russians shifting part of their savings abroad, or into foreign-currency denominated accounts. As a consequence, credit conditions tighten significantly and credit costs rise.

The scenario also foresees a temporary spike in natural gas prices—20% in Europe and 10% in Asia—because of the standoff between Russia, Europe and the US. The impact of Russia’s slowdown of imports from the rest of the world is one of the main spill-over effects on other countries’ growth. Most impacted are Finland and Romania where real GDP growth is cut by 0.2% in 2015. Belgium, the Netherlands, Poland and Slovakia also feel a slowdown in GDP growth.

Least affected in the group is Germany. Machinery and equipment accounted for a large portion of the 48.6% of Russia’s total imports in 2013, much of it coming from Germany. However, the impact on German GDP, just 0.10% in 2015, reflects Russia’s status as a relatively small trading partner for Germany.

China and Korea’s growth is less affected, by only 0.05%. In Asia, the negative impact of Russia’s slowdown is attenuated by the relative improvement in energy price trends compared to Europe. Real GDP in India will be reduced by 0.2%; Indonesia by 0.6%; and Malaysia by 0.6%. There is virtually no effect on Japan’s economy.

Asia also benefits from the trade diversion that occurs. The effects of the slowdown on world commodity prices are expected to remain muted. So, while Russia is a major exporter of steel, there are excess production capacities for steel in China, enabling China’s exports to fill the gap in the market.

Acquisition International | May 2014 |

5

NEWS: from around the world

News: from around the world Appointments Burges Salmon Appoints New Partner Leading UK law firm Burges Salmon has promoted Tom Dunn, from the firm’s Funds and Financial Services team, to partner.

Dunn joined the firm in March 2010 and advises a broad range of clients including financial institutions, investment funds, corporates and pension funds in relation to financial services regulation, investment funds and derivatives.

Dunn said: “I am pleased to be able to continue contributing to the success of the firm in this exciting area. The funds and financial services sector is constantly evolving against a challenging backdrop of legal and regulatory change, including RDR, AIFMD, EMIR, FATCA, UCITS V and MiFID II. Many of our clients are at the forefront of new developments and innovation and I am delighted to have the opportunity to help them continue to grow their businesses.”

Omni Appoints CEO of CBFL Omni Partners LLP, the alternatives specialist set up by trading veteran Steve Clark in 2004, has appointed John Jenkins as CEO of CBFL, the captive origination platform for the firm’s lending business and the Omni Secured Lending Fund.

Jenkins joins CBFL after eight years as CEO of GE Capital, where he grew the business and unified five core businesses that covered multiple markets and sites. The unified culture and operating model he created is credited with ensuring GE Capital successfully weathered the financial crisis, and under Jenkins’ leadership the firm saw consistent business growth post-crisis.

Steve Clark, Founder of Omni, said: “This is a new position and with CBFL continuing to grow, including the further funding provided by our secured lending property fund, having a CEO with John’s experience will be invaluable in leading the company.”

6

| Acquisition International | May 2014

Not Necessarily a Golden Halo Mutual fund performance is not the sole determinant for getting onto Asian distributors’ shelves, new report shows.

While Asian fund selectors and asset managers rank fund performance as the most important criterion for fund selection, in practice it is not necessarily the sole determinant of fund selection and removal from distributors’ shelves, according to Cerulli Associates’ inaugural Asian Fund Selector 2014 report.

The publication covers research in Asia ex-Japan’s largest mutual fund marketsChina, Taiwan, Hong Kong, Korea, and Singapore. Collectively, Cerulli has met or surveyed Asian fund selectors who are responsible for an estimated US$2 trillion of assets under management in Asia.

Fund selectors tend to be more rounded in their fund assessments, giving their attention to other factors such as investment philosophy and the wholesaling capabilities of a fund house, the report shows.

Poor fund performance does not equate to immediate removal from a buy list, suggests the report. In fact, fund selectors rank underperformance as the third most important criterion for fund removal. Inadequate risk control and lack of transparency rank ahead of underperformance.

“Most selectors understand that funds go through periods of underperformance and are moderately tolerant toward it,” said Shu Mei Chua, a senior analyst at Cerulli who led the report.

The golden rule to staying on a buy list is to bear in mind that fund selectors do not like surprises. As such, asset managers must try to make the lives of fund selectors as comfortable as possible, said Yoon Ng, Asia research director at Cerulli. “When things go wrong, fund selectors want to know before others, and preferably first-hand,” said Ng.

NEWS: from around the world

Investor Flows into Hedge Funds Exceed US$50 Billion Capital allocations to North American managers at US$24.8 billion and those to European managers at US$25.1 billion.

Hedge funds posted their second consecutive month of negative returns in April according to the latest figures from Eurekahedge, the world’s largest alternative investment funds research house.

The firm’s Hedge Fund Index was down 0.15% as global markets continued to falter amid a sluggish start to the year. On a year-to-date basis, hedge funds are up 0.78%, slightly ahead of the MSCI World Index which has returned 0.75% in the first four months of the year.

Global markets produced mixed results during the month, largely remaining in headline-following mode as new macroeconomic data validated concerns regarding a slow start to the year. In the US, the Federal Reserve System kept its QE scale back on track despite disappointing first quarter GDP growth figures, although markets took some stock in the improving household expenditure numbers – a key constituent of the US growth narrative.

The Eurozone continued to post a recovery in economic activity, but a strengthening euro and below expectation inflation data remained a source of worry.

ECB President Mario Draghi seems more comfortable in deploying forward guidance and the promise of keeping interest rates low for an extended period; as opposed to pulling the trigger on quantitative easing to appease market expectations in the region.

In Asia, markets edged downwards on a slowing growth rate in China and doubts about the longevity of Abenomics, though emerging economies in the region held their ground despite the Fed’s QE taper. The larger hedge funds delivered better returns than their smaller peers during the month, with the asset weighted Mizuho-Eurekahedge Index outperforming the Eurekahedge Hedge Fund Index by 0.40%.

Returns across regional mandates were mixed, with North American managers delivering their third consecutive month of positive returns gaining 0.12%.

On a year-to-date basis, the Eurekahedge North American Hedge Fund Index is up 2.16%, outperforming the MSCI North America Index which has returned 1.66% over the same period. Latin America focused hedge funds posted the strongest gains among all regional mandates, up 0.77% as the Ibovespa rallied 2.33% during the month.

Emerging markets focused hedge funds were up 0.15% outperforming the MSCI Emerging Market Index which lost 0.44% at the end of the month, with a number of fund managers reporting gains from their exposure to Turkey – which posted healthy growth figures. Fund managers focused on Europe were down 0.59% as the region’s long/short equities funds posted losses on the back of disappointing Q1 2014 corporate earnings data. Asia ex-Japan mandated funds were down 0.70%, with managers investing in Greater China posting another month of disappointing losses of 2.27%.

Fund managers investing with a dedicated Japan mandate posted their fourth month of negative returns, losing 0.38% and 2.15% year-to-date as fund managers have struggled amid an appreciating yen – which has driven up demand for the currency denting exports and suppressing price level growth. It is however pertinent to note that Japan mandated hedge funds have outperformed underlying markets by over 10% as the Nikkei has slipped 12.20% in the first four months of the year.

Fixed income hedge funds led the tables in April, delivering gains of 0.69% as increased demand for bonds saw long term US interest rates decline by six basis points during the month. Multi-strategy and arbitrage funds were up 0.57% and 0.51% respectively while CTA/managed futures hedge funds delivered gains of 0.38%, supported by gains in the commodity sector as the S&P Goldman Sachs Commodity Index was up 0.74% supported by gains in energy and industrial metals.

Long/short equities managers posted declines of 0.86% with managers focused on Europe and Asia delivering steep losses, while their counterparts in North America suffered on their exposure to tech stocks as the NASDAQ declined 2.01% during the month. Macro funds were down 0.45% and are in negative territory on a year-to-date basis posting losses of 1.01%, although fund managers reported gains from their exposure to equities and bonds of the Eurozone periphery where the theme of a visible recovery appears to be gaining momentum. Distressed debt managers were flat-to-negative, and dipped 0.05% though leading the returns tables with gains of 2.98% year-to-date.

Acquisition International | May 2014 |

7

SECTOR TALK: Powered by Zephyr/Bureau van Dijk

Sector Talk: Support Services As we enter the fifth month of 2014, the support services sector is beginning to chalk up decent levels of investment and is on course to surpass the final six months of last year in terms of both volume and value. Since January there have been 2,899 transactions worth a combined USD 73,590 million targeting companies in the sector.

The second half of 2013 was an outstanding period in terms of investment in the support services industry, as investors ploughed USD 97,125 million into companies across 4,242 deals, according to Zephyr, the M&A database published by Bureau van Dijk. This represents the largest aggregate value for a six month period since H2 2007, before the onset of the global financial crisis, and the highest volume since prior to the start of 2006. The result also represented the third consecutive increase in deal values, which rose from a base of USD 59,691 million in the first half of 2012.

We are now two-thirds of the way through H1 2014 and are beginning to see signs of how results are likely to stack up in comparison to the closing six months of last year. The 2,899 deals worth an aggregate USD 73,590 million recorded to date represent over two-thirds of the figures recorded for the second half of 2013, meaning both volume and value are well-placed to surpass the previous result by the end of June. The USD 73,590 million invested so far is already higher than in a number of previous periods, including all periods between H2 2008 and H1 2010 and the USD 59,691 million recorded in H1 2012. It has also come close to H1 2013, H2 2012

NUMBER AND AGGREGATE VALUE (MIL USD) OF SUPPORT SERVICES DEALS GLOBALLY: 2006-2014 YTD (as at 30 April 2014) Deal half yearly Number value (Announced of deals date)

Aggregate deal value (mil USD)

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

73,590 97,125 81,237 79,413 59,691 77,277 85,314 84,339 69,136 63,831 39,998 67,502 74,180 125,845 120,909 94,536 86,081

2,899 4,242 3,716 3,765 3,196 2,943 2,563 2,358 2,360 2,342 2,147 2,089 2,372 2,590 2,792 2,591 2,701

and H2 2011. A continued climb in deal volumes or a number of high value individual transactions should help to ensure this six monthly period is able to surpass those which came before it.

The largest support services deal of 2014 to date took the form of a USD 3,143 million announced acquisition of Brazilian logistics player América Latina Logística by water transport company Rumo Logística Operadora Multimodal. The buyer issued a proposal which would see it pick up all outstanding shares in the target for BRL 10.18 each in February, representing a premium of 20.81 per cent over the target’s close on 14th April, when América Latina Logística’s board gave the deal the green light.

However, no details of when closing can be expected have been revealed as yet. The year’s second largest deal to date within the sector was worth less than half that amount, as Alibaba and Yunfeng Capital agreed to invest USD 1,222 million into Cayman Islandsbased online video streaming firm Youku Tudou with a view to strengthening the company’s position as the leading online video platform in China.

Although neither of these large deals had targets based in the region, North America has attracted

the most investment in the year to date within the support services sector, notching up USD 36,140 million so far. It was followed by Western Europe, which came some way behind with USD 11,926 million, closely trailed by South and Central America on USD 11,751 million. North America’s dominance was also evident in terms of deal volume; it has been targeted in 1,130 transactions so far in 2014, which again places it well ahead of Western Europe on 783. The Far East and Central Asia came in third with 438. Although North America was not involved in either of the year’s two largest support services deals to date, it did figure in six of the top ten, meaning its position at the head of the rankings is not entirely surprising.

To sum up, the support services sector appears to have made a good start to 2014. Values look likely to surpass those recorded in the recent past by the end of H1 and interestingly, no single deal accounts for a large portion of the investment recorded.

Increasing volume has undoubtedly contributed to the promising levels of investment and if deals continue to be announced at this pace the support services sector should generate more investment than in the second half of 2013.

NUMBER AND AGGREGATE VALUE (MIL USD) OF SUPPORT SERVICES DEALS GLOBALLY BY DEAL TYPE: 2006-2014 TO DATE (as at 30 April 2014) Deal type

Number of deals

Aggregate deal value (mil USD)

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

20,214 25,632 1,117 346 1 25 12 74 325

681,422 547,347 178,258 5,538 926 68 58 17 0

AGGREGATE VALUE (MIL USD) OF SUPPORT SERVICES DEALS BY REGION: 2006 - 2014 YTD (as at 30 April 2014) World region (target) North America Western Europe South and Central America Far East and Central Asia Oceania Middle East Africa Eastern Europe

2006

2007

2008

2009

2010

2011

2012

2013

2014 TD 73,491 82,645 45,500 31,009 49,027 73,722 59,301 79,080 36,140 62,640 59,895 46,168 27,436 51,316 30,193 23,807 26,743 11,926 4,143 30,577 5,993 9,148 13,580 17,553 19,316 24,419 11,751 24,136 44,213 19,642 27,250 24,147 29,625 19,738 29,350 8,625 14,269 986 1,830 3,122

9,322 669 1,839 20,735

15,711 1,695 676 4,421

4,707 1,055 782 1,765

8,397 1,168 5,100 2,027

7,993 370 2,311 1,458

7,284 2,247 3,802 4,200

7,634 1,082 4,824 4,879

3,117 1,109 538 383

Acquisition International | May 2014 |

9

Dealmaker of the Month

Guaranty Trust Bank acquisition of Fina Bank Group

Dapo Okubadejo is Partner and Africa Head of M&A, PE and Transaction Advisory at KPMG. KPMG Advisory Services (KPMG Nigeria) is a member firm of KPMG’s international network of firms. KPMG Nigeria’s financial advisory team (KPMG FAS) is amongst the leading financial advisors around Africa, offering unrivalled experience in mergers and acquisitions and other financial advisory services.

KPMG FAS has extensive experience in Nigeria, Africa and Globally.

They have provided transaction advisory services to different clients involving buy-side and sell-side advisory such as due diligence and business valuation.

KPMG FAS offers corporate finance, transactions services and restructuring services and has a dedicated team of 35 Financial Advisory Services professional staff.

Last year, KPMG represented Guaranty Trust Bank Plc. (GTBank), in its acquisition of a 70% stake in Fina Bank Kenya, Rwanda and Uganda. GTBank is a leading Nigerian bank with operations in six West African countries and the United Kingdom. The Bank provides wholesale, retail, investment and transactional banking services to governments, financial institutions, multinationals, local companies, SMEs and individuals.

Established in 1990, GTBank has grown organically over the years to be regarded by industry watchers as the best-run financial institution within the Nigerian financial services space.

The development means that all Fina Bank branches across the region; in Kenya, Uganda and Rwanda will now be renamed and rebranded as subsidiaries of GTBank.

GTBank joins a list of other West African banks, including Ecobank and Access Bank, which have ventured into the East African region to tap into its fast-growing economies and opportunities.

Dapo Okubadejo, a partner and head of services at KPMG Nigeria, commented on KPMG’s relationship with GTBank and its role in the transaction. “Our relationship with the client spans over 15 years.

“We provided transaction advisory services covering commercial, financial, tax, IT and HR due diligence services on the Target Banks in Kenya, Rwanda and Uganda (the Banks), as well as transaction

10 | Acquisition International | May 2014

Fact File

structuring advice to recommend an optimal investment structure for the deal.”

Our work scope included amongst other things, an assessment of the banking industry in Kenya, Rwanda and Uganda; an evaluation of the Banks’ business environment such as competitive positioning, reporting and control environment, etc. and a detailed assessment of the Banks’ financial statements over a three year historical period.”

The due diligence and transaction structuring was completed

by KPMG in four weeks, and Okubadejo explains further how KPMG’s expertise and knowledge of the industry was vital in the completion of this transaction.

“KPMG Nigeria FAS team in Nigeria has extensive experience in providing mergers and acquisitions advisory to various clients in the Nigerian and African Banking Industry. We have executed various bank M&A deals in Nigeria and across Africa offering unparalled services to about 20 clients in over 25 transactions.”

“KPMG Nigeria FAS was a key advisor in the industry wide banking consolidation that took place in the Nigerian Banking Industry in 2005 and 2009.

“Our ample experience in banking consolidations ensured we deployed the right team on this transaction and was able to bring out the salient transaction issues which contributed immensely to the successful completion of the deal.”

Okubadejo also has predictions for the future of both the buyer and the target company.

“GTBank has rolled out a strategy to cover key markets in Africa in line with its vision of becoming the preferred bank in the continent,” he explains. “This transaction was in line with its disciplined and profitable track-record in its external growth strategy, with the ultimate objective of creating value for its shareholders via synergies and sharing of best-in class expertise.”

“The transaction is expected to provide a good strategic fit for the Target considering its strong presence in SME banking in East Africa, particularly Kenya, albeit low deposit liability base (where GTBank has historically recorded strength).”

The Firm: KPMG Advisory Services, Nigeria The Dealmaker: Dapo Okubadejo dapo.okubadejo@ng.kpmg.com www.kpmg.com/ng/en/ pages/default.aspx KPMG Tower, Bishop Aboyade Cole Street Victoria Island, Lagos, Nigeria +234 1 280 9268 +234 803 402 0964 The Client: Guaranty Trust Bank The Deal: Guaranty Trust Bank acquisition of Fina Bank Group

JOHANNESBURG | PRETORIA | DURBAN | CAPE TOWN | MAFIKENG | HARARE | DUBAI Practice Areas The Corporate Counsel The Empowerment Counsel The Energy Counsel The ICT Counsel The IP Counsel The Mining Counsel The Property Counsel The Recovery Counsel 12 Glenara Avenue South, Eastlea, Harare, Zimbabwe +263 8644088260 +263 775 554 408 +263 772 889 458

enquiries@nmlc.co.zw

www.nmlc.co.zw

DEAL OF THE MONTH: Staffing 360 Solutions acquires Poolia UK

Deal of the Month

Staffing 360 Solutions acquires Poolia UK Brendan Flood, Executive Chairman of Staffing 360 Solutions, speaks to Acquisition International about the recruitment industry and why it is coming along in leaps and bounds.

A strategy for growth According to the International Confederation of Private Employment Agencies, staffing companies globally generate about $280 billion in annual revenue. There are approximately 70,000 private employment services agencies around the world, with the top 10 companies accounting for about a third of industry sales. Overall, Europe is the largest regional staffing services market with 40% of annual revenue, followed by the United States.

Predicting rapid growth in the US temporary staffing industry in the next decade and identifying the opportunity for strategic consolidation, Staffing 360 Solutions entered the market with the ambitious aim of building a major international public company through a well-executed, buy-and-build strategy, alongside some anticipated organic growth. The company is now committed to creating a major international publicly-held staffing organisation with diversified staffing services through this targeted accretive acquisition strategy.

Combining the knowledge it has of its core staffing areas coupled with its ability to offer growth opportunities, strong management and financial security, the team behind the dynamic enterprise believe they are set to achieve their target of $300 million in annualised revenues within the next 18 to 24 months.

12 | Acquisition International | May 2014

The right people Brendan Flood is the Executive Chairman of Staffing 360 Solutions, as well as the Chairman and CEO of its subsidiary, Staffing 360 Solutions Limited. Flood was previously at Initio where he led the management buy-out which Staffing 360 Solutions acquired earlier in the year. In addition, he is Brendan Flood; Executive Chairman responsible for setting the vision and strategic direction of the Company, directing the Executive Management Team and building Company culture. Flood graduated from Dublin City University (Ireland) with a Bachelor of Arts degree in Accounting and Finance.

Alfonso J. Cervantes is Vice Chairman and President.

For more than 30 years Cervantes has gained experience in diversified businesses in the public markets, with proven strengths in corporate finance and strategic advisory services.

Matt Briand is Chief Executive Officer of Staffing 360 Solutions, as well as President and CEO of its subsidiary, Monroe Staffing. Briand has responsibility for all aspects of Staffing 360 Solutions’ performance.

A.J. Cervantes; Vice Chairman & President

Matt Briand; Chief Executive Officer

Acquisitions to date Originally emerging on the US staffing scene as little more than a start-up organisation, Staffing 360 Solutions’ aim was to identify and acquire growing staffing organisations in the US and in Europe that worked within its five niche areas of expertise: accounting & finance, IT & cybersecurity, engineering, administration and light industrial. Not only has the firm set this plan into motion, but it is steaming ahead with several major acquisitions already under its belt.

First came the organic growth of its Staffing 360 Global division, which focuses on traditional staffing opportunities in the US and targeted recruitment

DEAL OF THE MONTH: Staffing 360 Solutions acquires Poolia UK services in India. This was followed, in May 2013, with the acquisition of The Revolution Group, a quickly growing staffing firm in the cybersecurity industry which has since been rebranded as the company’s Cyber 360 Solutions division. Headed up

by Mark Aiello, President, Cyber 360 Solutions is the leading cybersecurity consulting firm in the United States, solely dedicated to identifying the Top 10% of cybersecurity professionals available for consulting assignments.

On 4 November 2013 Control Solutions International (CSI), a global consulting and risk advisory firm with a global reach across 35 countries, was acquired.

President, Simon Dealy, explains, “We joined Staffing 360 because of its energetic plan for consolidation within the staffing industry and the additional opportunities that we could bring to each other on this journey.”

On 3 January 2014 a game-changing acquisition was made with the Initio International transaction. With 15 offices across the United States and the United Kingdom, operating through the Monroe Staffing brand (in the U.S.) and the Longbridge Recruitment brand (in the UK), Initio delivered $80 million of revenues in 2013 and was a great addition to the already growing portfolio.

“Adding Matt Briand and Brendan Flood – former CFO of the Americas for Monster Worldwide, Inc., which generated approximately $1.8 billion of annualized revenue – to Staffing 360’s roster of skilled industry experts augers an amazing future for this extraordinary young company,” said Cervantes, key architect of the Initio acquisition.

Darren Carroll, CEO of Longbridge, is eager to back up the company’s stance on values, stating, “The strength of Longbridge is we excel at running our business with the utmost integrity. On a moral level – we want to grow through accretive acquisitions as quickly as we are able, but we always want to make sure we do deals in the right way.”

Tim Hedger; Managing Director of Longbridge Finance & Accountancy

Darren Carroll; Chief Executive Officer of Longbridge

Staffing 360 Solutions intends for Poolia UK to continue to operate its professional staffing services from the London office, however the business, along with Longbridge recruitment, will be rebranded once again, this time under Staffing 360 Solutions’ as Longbridge 360. A move which fits in perfectly with the company’s impressive consolidation strategy.

Of the most recent acquisition of Poolia UK, Staffing 360 Solutions Executive Chairman, Brendan Flood, said, “Poolia adds additional size and services to our existing operations in Europe. It’s a great addition to Staffing 360’s recent Initio acquisition and complements our Longbridge Recruitment operations.”

The future Staffing 360 Solutions is optimistic about the strong future of the company. To continue their expansion, the UK and Europe are definite focus points for this year.

Despite creating an enviable acquisition team, including the recent hire of Chief Financial Officer, Jeff Mitchell the company prides itself on the freedom to operate and they don’t plan to let internal procedures slow down the work of their staff.

Additionally, the group is supported by four nonexecutive directors with a wealth of experience to aid the management team in driving the business forward and maintaining strong compliance as required by a US publicly-quoted company. They are Dimitri Villard, Robert Mayer, Robert Weingarten and Jeff Grout.

Looking ahead towards the future, Flood says, “We’re very excited about moving on to the next stage of the journey. I think Staffing 360 will be a breath of fresh air for many companies in the staffing industry that are looking for a strong partner to help them reach that next stage of growth.”

Tim Hedger, Managing Director of Poolia UK and Longbridge Recruitment’s new Managing Director, shares Flood’s excitement.

Simon Dealy; Chief Executive Officer & President of Control Solutions Inc

Mark Aiello; Chief Executive Officer of Cyber 360 Solutions

Poolia UK Ltd Most recently, Staffing 360 Solutions acquired the assets of Poolia UK Ltd, a subsidiary of Poolia AB, based in Stockholm. This transaction completed on 28 February 2014.

Poolia UK operates professional staffing services, in the finance and accounting space, from its office in London. The company focuses on providing temporary, contract and permanent qualified professionals to various banking, financial and commercial clients across the United Kingdom. Established in 1989, the company conducted business under the Parker Bridge name until August 2005. Following its acquisition by Poolia AB, the company became Poolia Parker Bridge, a combination of both names, and was finally rebranded to Poolia UK Ltd in January 2007.

“Our long-held vision of becoming a leading staffing firm in the UK matches well with Staffing 360’s expertise in the field of permanent placement and temporary staffing,” he states. “As we continue to grow under our new branding, we look forward to leveraging Staffing 360’s capital markets expertise, which has allowed them to grow through acquisitions so rapidly.”

Supporting free thinking Grassroots thinking is strongly encouraged within Staffing 360 Solutions. Longbridge and Monroe Staffing have always been closely aligned to the idea of promoting freedom of expression for staff when it comes to proposing ideas. The same principle applies when Staffing 360 Solutions is in discussion with companies which would like to become part of the group. Brendan Flood says, “When it comes to acquisitions, what we are looking for are businesses with good fundamentals and a strong values system, based on respect and delivery of excellence to clients and candidates. I think one of the messages, if there is one for anybody who would look to join us, is that we’re not here to change your organisation and steal your best ideas. Staffing 360’s ethos is to work together as a cohesive unit that shares the same ideals and value system.”

Darren Minton; Executive Vice President

Jeff Mitchell; Chief Financial Officer

Company: Staffing 360 Solutions, Inc Name: Brendan Flood Executive Chairman of Staffing 360 Solutions Email: info@staffing360solutions.com Web: www.staffing360solutions.com 641 Lexington Ave, 15th Floor New York, NY 10022 Telephone: +1 212.634.6462

Acquisition International | May 2014 | 13

DEAL OF THE MONTH: EFG Hermes Completes USD 150 million Exit from Damas

Deal of the Month EFG Hermes Completes USD 150 million Exit from Damas

The Private Equity division of EFG Hermes, a leading regional private equity investor, completed on 5th March the sale of its 19% stake in Damas International Limited, MENA’s prime jeweller, to Qatar’s Mannai Corporation QSC in an all-cash transaction valued at USD 150 million, generating IRR of c.40% and a cashon-cash multiple of 1.8x.

EFG Hermes’ investment in Damas was concluded in May 2012 after the firm joined hands with Mannai to launch a USD 445 million public tender offer to acquire 100% of the company’s shares.

“In less than two years, our private equity team nearly doubled their investment and that of their limited partners, creating some USD 65 million in new value,” said Karim Awad, Co-CEO of EFG Hermes Holding. “We believe that this transaction is a launching pad for our new initiative for the private equity business, which is a significant pillar of the future growth strategy that we will be communicating to the market within the coming few months. We are confident that we have one of the most experienced and dynamic private equity teams in place as well as the fire power and reach to continue delivering interesting investment opportunities and lucrative returns for our co-investors and fund holders,” Awad added.

Following the acquisition of Damas, the company embarked on a broad set of business initiatives designed to boost its performance and complete the turnaround envisioned by its new shareholders. These initiatives included a full revamp to the company’s top management team, a refinancing of debts amounting to AED 2.3 billion at the time of acquisition, the realignment of unprofitable business lines, and strengthening the Damas brand via launching new luxury brands and introducing retail store formats capable of growing the brand’s equity.

14 | Acquisition International | May 2014

“The extensive turnaround program, which strengthened the company’s business model and financial position, led to a near doubling of EBITDA and an almost 10-fold increase in operating income. It has been a pleasure to work alongside Mannai to complete such a successful turnaround,” noted EFG Hermes Private Equity division Co-Head Karim Moussa, who is also a Board Member of Damas.

Damas today stands as MENA’s leading luxury jewellery business with more than 300 stores spanning from United Arab Emirates to Bahrain, Qatar, Kuwait, Oman and Saudi Arabia. A world-class design house in its own right, Damas also represents select global brands.

“The generation of such growth in a very compressed time period is a testament to the strength of our handson approach to value creation and distinguishes our private equity business as a leading regional franchise,” added Moussa. “We believe Damas has now crafted a sustainable business model that can support the firm’s long term growth and drive the brand forward under the leadership of Mannai.”

The exit caps a busy two-year run for the firm’s Private Equity division, which in addition to its USD 85 million investment in Damas, and as one of five founding sponsors of InfraMed (the largest investment vehicle dedicated to infrastructure investments in the Southern and Eastern Mediterranean), has participated in several high-profile investments spanning the region. EFG Hermes’ Private Equity division has over the past 18 years invested in a diversified set of sectors, including tourism and real estate, financial services, industrials, building materials, oil and gas, food and agribusiness, FMCG and retail, and was able to deploy USD 652 million in 36 investments and realize 26 exits to date with an aggregated IRR of c.20%.

EFG Hermes’ Investment Banking division acted as financial advisor and Freshfields was the legal advisor to the Private Equity division on the Damas exit.

Established in 1984, EFG Hermes is the leading investment bank in the Arab world. The Firm specializes in Securities Brokerage, Investment Banking, Asset Management, Private Equity and Research. EFG Hermes is listed on both the Egyptian and London stock exchanges. The acquisition of a 65% stake in Credit Libanais marks the first step towards EFG Hermes’s transformation into a universal bank and will enable it to expand into retail and commercial banking.

Through its operations in Egypt, Jordan, Kuwait, Lebanon, Oman, Qatar, Saudi Arabia and the UAE, with more than 800 employees of 25 nationalities, EFG Hermes serves a considerable and diversified client base from the Middle East and North Africa to Europe, Africa and the United States. Our clients include governments, corporations, financial institutions, high net worth clients and individual customers.

Company: EFG Hermes Web: www.efghermes.com Address: Add: Building No. B129, Phase 3, Smart Village, Km 28 Cairo Alexandria Desert Road, 6 October 12577 | Egypt

Acquisition International | May 2014 |

SECTOR SPOTLIGHT: All Eyes on London

All Eyes on London When it comes to investing in Britain, there is only one location on every investor’s mind; London. We take a closer look at what this seemingly perfect investment location is doing to keep itself ahead of the pack.

Christian Wilkinson / Shutterstock.com

By Nick Andrews, Partner: Forensic and Investigation Services, Grant Thornton UK LLP. Nick has considerable experience of corporate acquisitions, in particular advising on SPA’s pre-deal and post-deal completion accounts/warranty disputes. His areas of specialism also include contentious valuations and acting as an Expert Witness or Expert Determiner across market sectors including manufacturing, pharmaceuticals, retail, IT and Communications, food and drink, finance, transportation, contracting and construction.

As a member firm of Grant Thornton International Limited, Grant Thornton UK LLP is part of one of the world’s leading organisations of independent assurance, tax and advisory firms. Its advisory capabilities span pre-and post-transaction services – from corporate finance and due diligence to forensic accounting and litigation support. Grant Thornton International has more than 38,000 people across over 100 countries, giving it an on-the-ground presence to support its clients anywhere in the world.

---------------------------------------------------------------------London has bounced back from the global economic recession with a steady increase in jobs in the Banking and Finance Sector – 34% more jobs in the month ended February 2014 than in the same period a year earlier1. With business confidence on the rise, the recovery that London is experiencing is setting it on course to be at the centre of the fastest growing Western Economy2. London has also been buoyed by an active property market – evidenced by the continuing steep rise in house prices.

Mergers and acquisitions activity globally is on the increase. The recent International Business Report from Grant Thornton highlighted that whilst appetite for cross-border M & A activity remained constant at 39% over 2013, up from the 33% recorded two years before, M & A appetite is rising significantly for dynamic businesses – with 55% reporting a desire

16 | Acquisition International | May 2014

to grow by acquisition in the next three years. In the UK, the positive outlook for M & A activity is supported by growing volumes of bank lending, with improving terms particularly for larger transactions and corporates sitting on record high levels of cash. The equity markets are also returning to more normalised levels3. The global trends will continue to add weight to the success of the City of London as the global financial services powerhouse, particularly as it is at the centre of so many international M & A transactions.

When discussing the key challenges for the region’s economy, it is important to remember the types of behaviour that brought about the global economic crisis: excessive risk, and a failure by the management of organisations to understand that risk, together with a perspective that the good times would keep coming no matter what. The global recession has provided us with an opportunity to think about the different types of organisations that add value to the UK economy, and how they can be supported to achieve growth.

This is not just the usual types of business – it’s about looking at what we do in a whole new way.

Recent research from Grant Thornton demonstrates the strength of medium-sized businesses and how the mid-market continues to outperform other segments (SMEs and large corporates) in productivity and employment. London and the South East of England top the chart in terms of the number of jobs provided by such businesses, so clearly they have an important contribution to make. These types of organisation approach areas such as financing with a certain amount of conservatism4. By addressing the challenges that they face, we can encourage growth in different parts of the economy – not just the traditional segments.

From an international perspective London is at the epicentre of world markets. It is important to appreciate that London is a global banking and finance

leader and, as such that it is necessary to continue to build a strong infrastructure to support it, as well as having law firms and other professional services practices that are second to none. London needs to continue to do what it does well, while at the same time acknowledging that it is versatility and adapting to changing circumstances that will keep London ahead.

London has a number of attributes that make it both successful and attractive. Undoubtedly the City contributes an enormous amount, as do the services organisations that support it. London has an exceptional talent base of skilled professionals, drawn to it from around the world for a variety of reasons, and whose contributions span different sectors and specialisms. London’s proximity to continental Europe and its multi-cultural society makes it a diverse environment where different perspectives, innovation and entrepreneurship can be fruitfully fostered. All of this is good for business.

1 Kennedy, Simon, London’s Dominance of the UK Threatens Carney’s Aim of Balanced Growth, 2014: http://www.businessweek.com/news/201403-19/london-dominating-u-dot-k-dot-threatens-carney-balanced-growth 2 ICAEW/Grant Thornton, UK Business Confidence Monitor (BCM), 2014: http://www.grant-thornton.co.uk/en/Media-Centre/News/2013/UK-set-tobe-fastest-growing-western-economy-with-13-growth-forecast-for-Q4/ 3 Grant Thornton, Dynamic businesses at the forefront of M & A activity, 2014: http://www.grant-thornton.co.uk/en/Publications/2014/Dynamicbusinesses-at-the-forefront-of-MA-activity/ 4 Grant Thornton, Agents of growth – the power of mid-sized businesses, 2014: http://www.grant-thornton.co.uk/Agents-of-growth/

Company: Grant Thornton UK LLP Name: Nick Andrews Email: nick.d.andrews@uk.gt.com Web Address: www.grant-thornton.co.uk

SECTOR SPOTLIGHT: All Eyes on London Deymos Photo / Shutterstock.com

by Jean-Claude Gonneau, Managing Director Camden Associates, a corporate finance house specialising in international financing, with a particular emphasis on the biotechnology, technology and real estate sectors as well as junior mining and exploration companies.

----------------------------------------------------------------The current business environment in London could be described as very busy, bordering on hectic. But to be fair, London is not alone as there have been more IPOs on Euronext in the first 4 months of 2014 than for the whole of last year.

Biotech is clearly where the money is going at present – which is not to say that it is where the greatest opportunities lie. Value for money should

Dr. Mirza Ahmad LLD (Hon) is a specialist barrister at St Philips Chambers (London & Birmingham) and at Chancery House Chambers (Leeds).

St Philips Chambers is the second-largest, multidisciplinary and specialist, award winning set of chambers in the UK, consisting of over 170 barristers and covering public and private commercial, crime, employment, family, personal injury and regulatory work.

Dr. Ahmad is a nationally-recognised barrister specialising in advice and advocacy services before all UK courts and tribunals relating to public and administrative law (including joint ventures, procurement and judicial reviews for and against statutory bodies), civil & commercial law (including, contracts, land & property and partnership disputes), employment (including TUPE, discrimination & equal pay) and personal injury.

Dr. Ahmad is the General Editor of two legal encyclopaedia relating to public procurement and best value, and employment law and practice.

remain a focus point even in a catch-up phase.

London has managed to reinforce its position as the premier location for business in Europe thanks to no-nonsense legislation, unlike some other financial centres in Europe which have produced yet more red tape.

The impression of feeling welcome is the major reason for businesses to set up in London. In a period of intense change, opportunities are numerous and cover a wide spectrum.

London’s lead comes largely from legislation and a pool of competent workers. Whereas there are numerous pools of competent workers in Europe, for practical and cultural reasons it will be harder

He is also registered to undertake direct public access work and is contactable for relevant advice and advocacy services directly.

----------------------------------------------------------------The commercial centres of London, Birmingham and Leeds are all booming with excitement, business optimism and opportunities. The legal sector is experiencing similar enthusiasm as the UK and the major world economies emerge out of recession.

London is, without doubt, a global magnet for the legal market and demands great respect, on the domestic and international stages, for the high quality of legal services on offer, under a stable legal system that is reinforced by a culture of strong democratic stability and respect for and promotion of good ethics and the rule of law.

to come up with favourable legislation in other jurisdictions.

Company: Camden Associates Name: Jean-Claude Gonneau Email: jcg@camdenassociates.co.uk Web Address: www.camdenassociates.co.uk Address: 27 Hill street London W1J 5LP Telephone:020 7290 9812

Company: St Philips Chambers Name: Dr Mirza Ahmad LLD (Hon) Barrister Email: mahmad@st-philips.com Web Address: www.st-philips.com Mobile phone: 07429 335 090.

Address - London: 9 Gower Street, WC1E 6HB Tel: 0207 467 9432 Address - Birmingham: 55 Temple Row, B2 5LS Tel: 0121 246 7000 Address - Leeds: 7 Lisbon Square, LS1 4LY Tel: 0113 244 6691

Business and commercial investor values focussed on “equality for all” should lead to even more opportunities for entrepreneurial success. There will be no limits to success for those with the right passion, imagination and sheer hard work.

Acquisition International | May 2014 | 17

SECTOR SPOTLIGHT: All Eyes on London

by Merlin Piscitelli, director, Merrill DataSite, a premier virtual data room solution that enables dealmakers to complete due diligence in a smart, simple and secure way.

-------------------------------------------------------------Judging from the deal activity I’ve seen so far in 2014, M&A is on the rebound across Europe as a whole.

That includes signs of positive recovery in previously troubled areas, such as Spain, Italy and Portugal.

However, while I’ve no doubt these countries and major cities in Europe will continue to rebuild themselves following the financial crisis, London has an ongoing and lasting stability in so many areas— political and social, the workforce, infrastructure— that instils confidence and provides a platform for recovery to start more quickly and then flourish.

I work with clients across the continent and have seen a definite surge in the volume of transactions

As head of Corporate Finance at Moore Stephens, a major UK and global accountancy network, Phil is heavily involved in helping companies access London stock markets, particularly AIM. His assignments also encompass lead advisory, M&A and strategic consultancy across many sectors.

-------------------------------------------------------------How lively is the current business environment?

The London environment is active and still improving. The UK economy as a whole has now re-established a track record of growth, and London is playing a major part in that. London is also highly connected to the global economy and consistently attracts interest from wealthy individuals and businesses looking for inward investment opportunities. Over half our corporate finance work has an international element to it, such as inward investment and finance-raising by foreign companies.

18 | Acquisition International | May 2014

in different places – the Nordic region being of note.

The Nordics kicked into top gear at the end of 2013 and continues to go strong, but the bulk of deals still emanate from the UK, and particularly from the London-based market.

In terms of the key sectors generating deal volume, over the past year I haven’t witnessed a vast amount of difference or variation. Industrials, consumer brands, business services and technology remain the strongest sectors – probably as they also have the two important ingredients to deal-making: confidence and competition. While I don’t see these big four changing, there are other sectors— real estate and construction among them—that are fizzing. These two sectors in particular offer important signs of a revival in the wider economy as well, because they tend to be the first hit and the last to pick up in a recession.

In which sectors are you seeing most activity and potentially the most attractive opportunities for investors?

Financial services in London continues to thrive, and there is a particular buzz around asset managers and online financial services pursuing M&A opportunities. Focusing on AIM, there is a lot of interest from technology companies seeking to list – businesses specialising in hardware and software, based in the UK and overseas. Property in London remains popular, both residential and commercial, with strong interest in hotels. The shipping sector is also showing signs of recovery, with businesses increasingly looking to the future and considering strategic business development options.

With other economies beginning to gain ground, how can London maintain its competitive edge?

London has many established strengths: appropriate business regulation, a stable legal environment,

Bringing these factors together—stability, confidence, competition and the sheer representativeness of London—means dealmakers have to love this city.

Company: Merrill DataSite Name: Merlin Piscitelli Email: Merlin.Piscitelli@merrillcorp.com Web Address: www.datasite.com Address: 101 Finsbury Pavement, London, EC2A 1ER Telephone: +44 (0)207 422 6266

extensive business and finance expertise, and deep pools of available capital. The city itself is a great place to live, which helps to attract international talent, as does the fact that English is widely spoken language globally. London can stay ahead by building on these strong foundations and continuing to provide capital and expertise in a stable economic and regulatory environment.

Company: Moore Stephens Name: Phil Cowan Email: phil.cowan@moorestephens.com Web Address: www.moorestephens.co.uk Address: 150 Aldersgate Street, London EC1A 4AB, England, UK Telephone: +44 (0) 20 7334 9191

SECTOR SPOTLIGHT: Switzerland: A Safe Haven for Investors?

Switzerland: a Safe Haven for Investors?

Prosperous and peaceful, Switzerland portrays one of the world’s most stable economies. However there are still challenges to face. Here we examine the current investment opportunities and pull factors bringing foreign direct investment into the region.

Ray Soudah is a founding partner at Millenium Associates and takes a strategic advisory role supporting the operational team. Ray has enjoyed a long and varied career in the global financial services arena working in territories as diverse as the US, Asia, Middle East and Europe. Earlier positions include: Managing Director and member of the Private Banking Management Board for SBC/UBS AG; Chief Investment Officer, Chief Financial Officer and member of the Executive Board of Cedel Bank (renamed Clearstream); Chief Investment Officer for the National Bank of Bahrain including Head of International Banking and Private Banking; CEO of Hong Kong, CEO of Japan, Head of Global Capital Markets office (London) and head of FIG for Midland Montagu Investment Banking and MD/CEO of Midland Montagu Securities as well as various senior positions within Citigroup, including Head of Asia Pacific Treasury and Capital Markets. Ray is a Harvard Business School and INSEAD Alumnus. He has multicultural, multilingual wealth management and private banking/investment banking expertise and speaks English, French, Greek and Japanese.

---------------------------------------------------------------------Switzerland’s economy, whilst embedded in the heart of Europe, demonstrates numerous characteristics that are unique. It is a local economy, a European economy and a global economy all combined. In order to comment on the current condition of the economy therefore, one must consider these three cores and reflect carefully in a context aligned to each core yet with an integrated outcome in the end.

The Swiss “Local” Economy The Local “Swiss” economy appears solid after some years of concern. Price levels are high and there appears to be neither deflation nor inflation with low levels of unemployment. The fixed floor of the Swiss Franc exchange rate policy of the Swiss National Bank (Central Bank) has succeeded to stabilise the exchange rate versus the EURO in a very narrow range, enabling small and medium sized businesses to obtain price stability in both input and output prices, a dream wished for in most countries but rarely possible in a westernised economy. The domestic financial sector is strong and flushed with zero cost liquidity leading further to stock market investors seeking yield and

20 | Acquisition International | May 2014

finding it in highly priced, even overvalued, stocks. The new banking disease of not rushing to finance SMEs has arrived in Switzerland as well although the local and regional banks have less of a tendency to abandon their clients as compared to the global banks including those in Switzerland.

The Swiss “European” Economy As for the European “Swiss” economy typically including medium to larger firms and enterprises, limited growth potential exists albeit not negatively impacted by the strong exchange rate given the continuous threat by the central bank to prevent further Swiss Franc appreciation against the EURO. Specialised firms tend to be more successful as they move to higher technologies rather than lower production costs. This creates a further continuous strain on them calling for continuous innovation and development. To some extent Switzerland can be considered the high end of the Euro area economy at least comparable to the likes of Germany given the parity in trade flow regulation and the like.

The Swiss “Global” Economy As for the Global “Swiss” economy, this is more visible internationally with major firms in the banking, insurance, pharmaceutical and consumption industries performing well; almost a reflection of the growth, albeit fragile, in the global economy. They have tendencies to merge amongst the larger firms as they see cost cutting synergies as a way to placate dividend and growth hungry shareholders. This sector is doing well.

Given almost record stock prices driven by abundant zero cost liquidity, investors are finding it hard to be attracted to Swiss listed stocks; this is not a Swiss phenomenon only but a global one. Stock picking and bargain hunting have become norm again. Real opportunities lie in those growth sectors whose end clients are in emerging markets in particular the Asian, Middle Eastern and African end consumer markets.

Whilst the financial sector is profitable it is highly priced and in a state of flux, although in due course valuations can be expected to rise after the prevailing winds have calmed down. Luxury goods, consumables

and the like have far to go still, despite their recent higher valuations.

The “safe haven” element of Switzerland is still thriving although more in terms of the hoarding of Swiss Francs than of acquiring land, real estate or businesses outright.

Great demand is perceived to exist for foreigners to implant themselves in Switzerland despite high prices and few bargains to be had, though the level of inward investments is still relatively low and low profile at that when compared to the UK and London in particular.

Risks The recent referendum requiring the Swiss Government to introduce quotas on immigration especially from the EU (the source of hundreds of thousands of professionals shoring up the economy at present) has cast a cloud on many a firm considering entering Switzerland and or expanding existing operations. In many ways the Swiss attitude favours a status quo ante where Switzerland had its cake and ate it without the consequences of globalization or integration within the EU, economically speaking.

Safe Haven: To some extent With strong leadership, a challenge in a democracy with continuously rotating leadership, Switzerland shall find the middle route to be a local, European, and global economy whilst appearing at least to be a safe haven for capital flight and to some extent a favoured business destination.

Company: MilleniumAssociates AG Name: Ray Soudah Email: ray.soudah@milleniumassociates.com Web: www.milleniumassociates.com Address: Kreuzstrasse 54, 8008 Zurich, Switzerland Telephone: +41 58 710 47 00

SECTOR SPOTLIGHT: Switzerland: A Safe Haven for Investors?

by Florian Diener, Managing Partner and Founder of Diener Advisory GmbH, a Swiss-based management consulting firm advancing client missions through smart strategy, responsible management, close collaboration and integrity. The firm provides services in management consulting and interim management for companies and institutions of all industries and sizes with an emphasis on finance, and accounting, organisational effectiveness, business process improvement, outsourcing, near shoring, restructuring, cost optimization, transaction advisory and succession counselling. The firm’s record of success includes advising manufacturing companies, manufacturers of speciality chemicals for construction and industry and most of the “Big Five” professional service and consulting firms. An exclusive network of independent business consultants, change management coaches and financial experts means Diener Advisory offer the highest level of quality of advisory services – with double digit growth, year over year, providing clear evidence of the firm’s exceptional strategy and service offerings.

---------------------------------------------------------------------The economy in Switzerland is very business friendly.

Switzerland was recently ranked second among the most competitive countries in the world (Source: IMD World Competitiveness Yearbook 2013). What is the reason?

Switzerland has a long tradition of low inflation rates, low capital costs and a high level of purchasing power.

Its economic and financial stability leads to a very favourable investment climate in Switzerland. The gross domestic product is considerably well above the European Union (EU) average. The Swiss franc holds the status of an important international reserve and diversification currency.

The Swiss political system is built on principles of federalism and direct democracy –something unique in Europe. Through referenda, initiatives or compulsory resolutions, voters are allowed to directly influence the political process. The stability of the political system guarantees the utmost reliability for investors, corporations and the economy. Official multilingualism (German, French, Italian and Romansh) and the coexistence of different cultures (more than 23% of the country’s population is non-Swiss) have led Switzerland into a climate of openness and tolerance.

The Swiss labour market is very liberal. Limited regulations, a liberal employment law and moderate social security costs are attractive factors for investors and corporations. The unemployment rate is well below 4%, and employees are generally welleducated, highly trained, highly productive and very motivated.

Switzerland is a hotspot for education, research and development, technology and innovation. Renowned universities like the University of St. Gallen (an elite educational institution for economy and law), the ETH in Zurich, the Lausanne Swiss Federal Institute of Technology and the European Organization of Nuclear Research (CERN) in Geneva, are just a few examples of top-level research and innovation capacities.

Switzerland has a very attractive tax system with moderate tax burden for individuals and corporations.

The flexible tax system is structured on the principles of federalism. Taxes are paid on a federal government level (the corporate income rate is 8.5%), canton and commune level. Due to strong tax competition

anshar / Shutterstock.com

between cantons and communes, the choice of location can be significant with respect to the effective tax burden. Depending on the business case and planned investment projects, corporations can even be exempted from taxes. In addition, Switzerland has entered into agreements with many key industrial nations and countries to prevent individuals and corporations from a double taxation burden.

The natural beauty of its environment, its best-in-class infrastructure, a top school system, a well-developed healthcare sector, an exemplary social security system and a secure and clean environment offer very high standards of quality of life.

Due to its long tradition of economic and financial stability, Switzerland is recognized as one of the world’s major financial centres with enormous expertise in private banking, asset management and insurance. The extraordinary quality of services is highly valued by private clients and institutional investors. As an example, Switzerland hosts one of the world’s largest asset managers: UBS Wealth Management is the largest private bank in the world, with more than $540 billion in assets under management. The Swiss Stock Market is the third largest in Europe, based on the value of equity trading.

Other dynamic sectors of the Swiss economy are food, pharmaceuticals, life sciences, engineering, building materials and chemicals, shared services, bio-, medical- and environmental technology, as well as micro- and nanotechnology.

Switzerland is geographically located in the centre of Europe. The European Union is its largest trading partner.

Almost two-thirds of Swiss exports go to the EU and four-fifths of its imports come from the EU. Although Switzerland is not a member of the EU, bilateral and free-trade agreements enable the free exchange of goods and services in a market with more than 500 million consumers. A part of these agreements is unlimited freedom of movement for EU and EFTA nationals. This includes access to the Swiss labour market. The latest Swiss referendum “against mass immigration” sought to target the EU directive on freedom of movement by limiting immigration through quotas. The implementation of the referendum is now a challenge for Switzerland.

The consequences of the referendum have already had an impact on EU-sponsored education and research programs. Constructive talks with the EU need to follow, but Switzerland will certainly remain the safe haven for investors.

Company: Diener Advisory GmbH Name: Mr. Florian Diener Email: contact@diener-advisory.com Web Address: www.diener-advisory.com Address: Rathausstrasse 14, CH-6340 Baar, Switzerland Telephone: +41 76 424 33 73

Acquisition International | May 2014 | 21

SECTOR SPOTLIGHT: Wealth Preservation with Index ETFs - Leading Adviser: Switzerland

Wealth Preservation with Index ETFs Leading Adviser: Switzerland

We talk to Phillipp Ochsner, CFO, IndexInvestor Ltd. about the power of indexing and how he develops tax efficient wealth management plans tailored to his clients’ unique needs.

Many investors know from their own experience that trying to outperform the market can be expensive and wealth destructive. Actively managed portfolios often perform so badly that many investors are content if their assets do just well enough to keep up with inflation. This is how bad the situation is.

One elegant way to preserve wealth for the long term is to invest with low cost Index Funds and Index ETFs (Exchange traded Index Funds).

Index Funds typically cost far less than actively managed funds. Therefore investors lose less wealth through costs.

Additionally, Index Funds are more transparent.

Their performance can always be compared to the index it is following. Therefore, poor management and hidden costs can be evaluated better than in actively managed funds. Choosing Index Funds of higher quality over Index Funds with lower quality is probably one of the very few free lunches there is in the investing arena.

Stock market indices historically performed some 7% per year. Because of compounding, assets that perform 7% per year double about

every ten years. The MSCI Switzerland Index, measuring the performance of Swiss stocks for example performed 8.1% per year between Dec. 1969 and May 2014. In this time period, one Swiss franc would have risen to 32 Swiss francs.

This is the power of indexing.

Nevertheless Investors do not find it simple to preserve wealth. The main culprit is investor behaviour. A study over a period of 20 years (Dalbar, 2010) shows that stock fund investors earn less than half of the stock market returns (3.2% in the US). The main reason for this underperformance is inferior behaviour. People tend to act on emotion and, driven by the financial industry, buy stocks when prices are high and sell when prices are low, ending in meagre bottom line results, even with Index Funds.

It is paramount for investors to control their own behaviour. This behaviour gap is one of the main reasons why we have built IndexInvestor Ltd. We are experts concerning index solutions based on scientific evidence. IndexInvestor stands between the investor and stupidity. We safeguard that people invest intelligently and

free of emotion to provide the best chances for a successful investment experience. We work out and implement tax efficient Wealth Management plans, matching the unique individual needs of families and individuals.

If we have raised your interest, the first step of becoming a client would be a Discovery Meeting. The purpose of this meeting would be to explore whether we are the right firm to offer you extraordinary value. We work only with a select group of clients for whom we can have a tremendous impact. If we are not the right firm for you, we would be more than happy to refer you to one that is.

Company: IndexInvestor Ltd Name: Philipp Ochsner Telephone: +41 (0)44 536 40 01 Email: info@indexinvestor.ch Website: www.indexinvestor.ch

Acquisition International | May 2014 | 23

www.LNTpartners.com LNT & PARTNERS (“LNT”) is a leading full-service independently ranked local law firm in Vietnam with offices in Ho Chi Minh City, Hanoi, Hong Kong and San Francisco. The firm is among Vietnam’s most prominent, representing a wide range of multinational and domestic clients, including Fortune Global 500 companies as well as well known Vietnamese listed companies on a variety of business and investment matters.

LNT has set a high standard for providing innovative and effective legal services. Through its continued success in negotiating complex deals and resolving high-stakes disputes, the Firm is widely recognized for its legal prowess in both transactional and litigation matters.

The core team at LNT co-founded a local law firm in 2006, which quickly gained recognition in Vietnam and two short years later joined the Allen Gledhill (Singapore) Zaid Ibrahim (Malaysia) Alliance to create AGZI LCT in 2008, the first joint venture law firm in Vietnam.

AGZI LCT localized in 2009, changing its name to LNT & Partners in 2013 following the expansion and combination with Kirin Law International, a U.S. California-based law firm.

We maintain a highly-qualified team of professionals who are experts in their field. Together, we bring a diversity of legal and business experience from public to private practice. Our team can advise on Vietnamese, American, and Japanese law. We are committed to creating pragmatic solutions that bridge the gap between the law and commercial reality. Our lawyers have received accolades from and have been recognized by leading legal publications, including Legal 500, IFLR1000, Chambers Global, AsiaLaw and PLC. Key contact: Ms. Quyen Hoang, email: Quyen.hoang@LNTpartners.com Mr. Huy Do, email: Huy.do@LNTpartners.com

SECTOR SPOTLIGHT: 2014 Q1 Review

2014 Q1 Review

by Dev R. Erriah, Head of Chambers, Erriah Chambers, a law firm specialising in international tax law, international trusts law, international business law, corporate and commercial law and all legal aspects of offshore business activities.

---------------------------------------------------------------------It is fair to say that Mauritius has not been spared by the 2009 economic crisis. However, it is predicted that the Mauritian GDP will increase to 3.7% to 4% in 2014 due to its upward growth in the seafood sector, ICT and the financial services sector.

Martin Petri, an IMF analyst conducting an IMF mission on the island from January to February 2014 concluded that the country is in a much better position, especially witnessing growth—albeit a slow one—as of 2012.

Despite an increase of the country’s financial debt in 2013, partly owing to spending in response to the March 2013 flash flood, the country nevertheless maintained a stable macroeconomic environment.

It seems very likely that the prediction of 3.7% growth can be reached – provided public investments are executed in a shorter time delay and the public debt being reduced by a smooth mid-term fiscal consolidation-path and by improving monetary policy transmission mechanism by reducing the excess reserves. At the nearing end of Q1, the current trend should therefore be described as positive and promising.

Public sector investment is anticipated to rebound by 12.8% in 2014 after a dip of -4.9% in 2013. The growth would be mainly due to investment in Berth extension at Mauritius Container Terminal, additional investment in Bagatelle Dam and acquisition of a patrol vessel. Excluding aircraft and marine vessels, the growth rate would decline by -0.9% compared to -5.1% in 2013.

As for M&A, the trend in Mauritius has always been that the bulk of such transactions have taken place on the offshore M&A market. On the domestic front,

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

however, the number of M&As has been relatively small. With the proclamation of the Securities (Takeover) Rules 2010 in 2011, it was expected that more M&A deals would be concluded on the local front – and indeed almost three years onwards, such transactions are becoming more and more popular.

Whether 2014 will be a strong year for M&A remains to be seen, but I expect the deal volume to increase.

can be reasonably expected from a corporation managed and controlled in Mauritius. In addition to the pre-existing requirements, conditions such as having office premises, holding assets, employing staff and using services of local service providers are now necessary to show sufficient presence in the Mauritian jurisdiction. These conditions can be met at a relatively low cost.

In terms of which sectors have seen the most activity, no official report has yet been published in respect of the first quarterly. However, there are a number of key assumptions that must be made if we expect to achieve the aforementioned growth rate. Firstly, that agriculture, forestry and fishing will expand by 7.1% higher than the 0.4% growth in 2013. Secondly, accommodation and food services will increase to 3% based on a forecast of around 1,025,000 tourist arrivals in 2014 compared to 993,106 in 2013.

Furthermore, tourist earnings are forecasted at around R 44.0 billion compared to R 40.6 billion in 2013.

Financial and insurance activities are also to grow by 5.3% in 2014, nearly at the same rate as in 2013. Total investment will recover by 1.2% in 2014 following the decline of -3.5% in 2013. Finally, exclusive of aircraft and marine vessels, investment would stagnate after contracting by -6.9% in 2013.

Because of our vast array of double taxation agreements with African countries, we have seen and still expect foreign investments in Africa through the Mauritius platform to increase quite considerably.

There been a couple of important legislative updates recently in Mauritius. There has been the proclamation of the Foundations Act, whose aim is to allow the incorporation of foundations in Mauritius. Foundations should appeal to High Net Worth Individuals, who come from civil law jurisdictions, who may find in it an ideal platform for succession planning and private wealth management. Foundations should provide an alternative to trusts.

The Government of Mauritius has furthered its policy of encouraging substance in Mauritius to ensure that global business companies are effectively being managed and controlled in Mauritius. Global business companies are now required to show presence which

Since Mauritius has built its reputation as a safe and trusted jurisdiction and is widely recognized as an international financial centre having the appropriate legal and regulatory framework, a sufficiently high level of expertise, a very attractive fiscal regime and a vast network of double taxation treaties, the current business climate remains more than positive. I expect the forecasted growth rates to be highly achievable goals.

To sustain its position as an international financial centre of substance, Mauritius constantly enhances its range and the quality of its financial products. This demonstrates our commitment towards providing high quality services to the global business community.

Erriah Chambers Company: Erriah Chambers Name: Dev R. Erriah Email: deverriah@intnet.mu Address: 2nd Floor, Hennessy Court, Cnr of Pope Hennessy & Suffren Streets Port Louis, Mauritius Telephone: +230 208 2220

Acquisition International | May 2014 | 25

SECTOR SPOTLIGHT: 2014 Q1 Review

Dallas downtown skyline at night, Texas

Blayne Rush is President of Ambulatory Alliances, LLC and Publisher for The Ambulatory M&A Advisor. Rush tells us about current activity within the healthcare sector, and shares with us his predictions for the future.

---------------------------------------------------------------------Ambulatory Alliances is a middle market healthcare investment banking firm based in Dallas Texas focusing on M&A transactions in the ambulatory healthcare services sectors that have some physician ownership component, either at the parent or subsidiary level.

Within the healthcare services sector, Ambulatory Alliances focuses on Urgent Care centres, Ambulatory Surgery centres, Radiation Oncology centres, as well as other outpatient healthcare services companies.

The firm’s president, Blayne rush, describes the overall attitude towards growth and deal opportunities in the healthcare investment jurisdiction.

“Healthcare M&A has been seen as more stable over the last several years than most other sectors, and overall the industry has remained relatively robust even during the financial crisis a few years back relatively speaking,” he says. “The healthcare corporate credit markets are frothy. Some are reporting that half of the loans issued in 2013 were cov-lite loans. We are even seeing no covenant loans. It is a borrower’s market, thus when there is easy money, people will be buying.

All of the ingredients for a strong M&A market are currently in place, so we do expect 2014 to be an active year within healthcare.”

As Q1 draws to a close Rush explains that, although previous optimisim can be justified to some extent with 2013 being a very strong year for healthcare M&A, it has still seen inconsistencies from quarter to quarter.

“The year started off very strong, then slowed a little and then shot up. This year is starting off a little slow but we will see significant uptick in Q2-Q4. The transactions take a little to get from preparation to close.

“In Q1 2013 we were still closing deals from Q3 & Q4 2012. As you recall 2012 brought us some sense of

26 | Acquisition International | May 2014

where we were going with healthcare and taxes which made some sellers get off the sidelines, thus Q1 2013 was very active for us. Q1 2014 is a little slower than Q1 2013 as far as transactions closing but the phones are ringing and we fully expect to see significant upticks.”

There are, however, trends emerging and Rush has noticed some sectors experiencing an increase in activity.

“Hospitals system consolidation has been active. In 2013 Community Health Systems acquired Health Management Associates and Tenet healthcare acquired Vanguard. We will see more hospital health systems consolidate as they are not well positions for payer system changes.

“Anesthesia is also an active area. As reported in The Ambulatory M&A Advisor there has been over 25 acquisitions of anaesthesiology practices by large industry consolidators or private equity firms. The trend is likely to accelerate into 2014 Groups like U.S. Anesthesia Partners and Anesthesia Management Group have attracted significant private equity capital with a sole focus on anesthesia, while other groups like EnVision Healthcare, TeamHealth, and Sheridan Healthcare also provide physician outsourcing in other specialties such as emergency and hospitalist medicine.

M&A activity in anesthesia has accelerated dramatically over the past 24 months and is now more active than any other hospital specialty. Despite this recent surge in transaction activity, anesthesia is still far less consolidated than emergency medicine.”

Rush also has predictions for the future, including the next quarter as well as for the rest of the year.

“Virtually every company in our market is struggling with growth, and M&A is at the top of their list. Debt is more available and inexpensive as we have seen in a long long time , and the equity markets are solid thus it is as perfect of an environment for selling your centre as we have seen. The transaction market within outpatient and healthcare services was strong in 2013, and we expect it to get stronger as we drive further into 2014.

“Urgent Care Center M&A activity will be strong in 2014. According to The Ambulatory M&A Advisor both strategic and financial buyers were active in 2013, frequently offering sums well above average for the healthcare industry. Regional health systems also increased their presence in the urgent care market, either through acquisition or opening their own facilities, attracting patients with their recognised brand.

“Looking forward, owners of urgent care centers should find many of potential buyers in 2014, although they must devote the appropriate time for preparing their company for acquisition if they want to maximize their sales price.

“Health systems see that urgent care is an entry point for the patients. I have seen where urgent care refer a great deal of patients to primary care and the systems are fighting over that influence.

“In the lower middle healthcare markets strategic buyers traditionally have been better positioned and offered more because they are able to take advantage of synergies that aren’t available to a financial buyer.

That being said we have learned that we can create some of that synergy by merging smaller companies prior to going to market couple that with the current dynamics in the private equity, financial buyers are as competitive as they have been for a long time.”

AMBULATORY , LLC

Mergers, Acquisitions and Alliances

Company: Ambulatory Alliances, LLC Name: Blayne Rush Email: Blayne@AmbulatoryAlliances.com Web Address: www.AmbulatoryAlliances.com Address: 18181 Midway Rd Ste 200 Dallas Texas 75287 Telephone: 469-385-7792

SECTOR SPOTLIGHT: 2014 Q1 Review The Margaret Hunt Bridge, Dallas, Texas

Dorti / Shutterstock.com

About Ambulatory Alliances Ambulatory Alliances was formed with the intention of creating a truly exceptional investment banking firm, able to assist accomplished physician owners with what would be the most consequential and sometimes most daunting process of their careers - the buying or selling of an ambulatory care centre.

Prior to forming Ambulatory Alliances, its core team worked closely with physicians to help them acquire and retain the best and brightest talent and during this time they began to form a better understanding of their physician partners and their needs.

They gained mutual admiration for their entrepreneurial drive and quickly realised that, while many of the buyers of ambulatory centres employ well-seasoned M&A and development staffs, physician owners could benefit from their industry expertise and unique skills and capabilities in regard to the selling process.

The team saw that physician owners, when contemplating selling their outpatient centres, felt they were at a disadvantage, an observation that helped them to recognise that this sector was under-served, and that there was a profound opportunity for them to fill the void with a firm that was highly differentiated by its focus on the ambulatory care center market.

More about the Ambulatory M&A Advisor The Ambulatory M&A Advisor is a publication that covers business, legal and transactional updates and insights around ambulatory care centre deal making.

It focuses exclusively on topics of interest to those interested in mergers and acquisition tactics, strategies, processes, dealmakers and the interrelated activities of buying and selling outpatient care centres. The publication is for healthcare brokers, investment bankers, lawyers, corporate acquisition and management professionals, private equity groups, physician owners and lenders that are involved with all stages of outpatient care centre’s lifecycle.

While other media outlets also publish on these topics, and there are many professional-to-professional publication opportunities, there are none that are focused on ambulatory care centre M&A and access to capital where the writer’s focus is on the owner operators who crave their analysis, tactics and strategies.

This is accomplished by recognising excellence, honouring the best and brightest, presenting thought leadership and facilitating connections among the industry’s leading deal making professionals.

Acquisition International | May 2014 | 27

SECTOR SPOTLIGHT: 2014 Q1 Review Limassol, Cyprus

Based in Limassol, Cyprus, Soteris Pittas & Co LLC is a boutique law firm that focuses on the areas of law that are related to business activity and is dedicated to providing all of its clients with outstanding, highly personalised, legal representation.

The lawyers and associates of the firm, with their combined skill set and knowledge are able to provide comprehensive legal solutions according to the clients’ particular business needs, requirements and objectives.

The firm is committed to representing its clients at all stages of disputes, including negotiation, mediation, arbitration, and litigation, in order to secure just compensation and legal vindication.

Maritime and Admiralty Law The Lawyers of the Firm have acted in every area of shipping business. ItscClients include ship-owners and charterers, P & I clubs, shipyards, ship and bunker supply companies, ship and chartering brokers, freight forwarders, hull and cargo insurers, marine engineering companies and salvors.

International and Domestic Arbitrations The firm offers clients, assistance, representation and advice, at all stages of the arbitration process. This includes pre-contentious negotiations, the conduct of arbitral proceedings, advocacy at trial and the challenge and enforcement of arbitral awards.

The firm has close links and strong associations with reputable audit firms, private equity managers, and fiduciaries in Cyprus, Russia and the former CIS countries.

The firm’s lawyers also appear before Cyprus courts, to prosecute or defend applications for interim measures, in support of arbitrations such as injunctions, attachments and orders preserving evidence.

The firm has more than 20 years of vital industry experience, and over the years has gained considerable exposure in both contentions and non-conventions aspects, of shipping law, advising on matters, ranging from cargo claims, to marine casualties, and from admiralty processes, to insurance law.

The firm has handled numerous arbitrations in a variety of different for a, including the International Court of Arbitration, of the International Chamber of Commerce (ICC), London Court of International Arbitration (LCIA), the Vienna Arbitration Centre and the Russian International Court of Arbitration (ICCA).

We have also conducted numerous ad hoc arbitrations.

The Lawyers of the Firm have acted in every area of shipping business. Our Clients include ship-owners and charterers, P & I Clubs, Shipyards, ship and bunker supply companies, ship and chartering brokers, freight forwarders, hull and cargo insurers, marine engineering companies, salvors etc.

All work undertaken by the firm, is partner-led, with lawyers from the respective departments, who are involved in the core areas of the Law. More about the services offered by Soteris Pittas & Co LLC Corporate and Commercial Litigation The lawyers of the firm, have an extensive history of representing both, corporate and individual clients, in commercial and corporate litigation. They handle a wide range of commercial litigation, including breach of contracts, fraud and misrepresentation, partnership and shareholders disputes, corporate dissolutions, shareholder’s rights and derivative actions, construction disputes, commercial assets recovery, or collection cases.

28 | Acquisition International | May 2014

Lawyers from the firm are authors of various publications and articles about arbitration and mediation and serve as members of arbitration tribunals in numerous multi-jurisdictional and complex disputes.

Corporate Law Services Soteris Pittas & Co LLC offers its clients comprehensive legal advice and services in general commercial and corporate matters, including: - Drafting of Commercial contracts - Merger and acquisitions - Corporate governance - Strategic legal advice - Registration and administration of Cyprus companies - Establishment and administration of International Trusts - Incorporation of funds (open and closed) and Collective Investment Schemes - Legal Audits The firm provides reliable, sufficient and professional services to a wide range of clients ranging from small enterprises to multinational corporations.

International Business Transactions The firm’s lawyers are uniquely positioned to advise multinational corporations and international investors on the most complex cross-border business transactions.

They also regularly structure, negotiate and implement complex cross-border acquisitions, tender offers, joint ventures, private equity investments, workouts and restructuring and commercial contracting relationships for clients, around the world. They have also handled equity and debt financing as well as complex project and structured transactions.

The firm has also assisted established and emerging companies from a broad spectrum of industries, including banking, brewing, construction, engineering, high technology, information technology, manufacturing, mining, oil and gas, real estate, resort development, telecommunications and transportation.

International Tax Planning The firm’s lawyers have great experience in international tax planning, strategic consulting and wealth management.

Its lawyers provide tailor-made tax planning and management all over the world. All cross-border transactions have a tax implication.

Any presence in a foreign jurisdiction becomes more complex, often resulting in unforeseen tax liabilities or missed opportunities of mitigation.

The application of double tax treaties is important for international companies because assist them in minimizing their tax burden and maximizing shareholder value.

Company: Soteris Pittas & Co LLC Email: info@pittaslegal.com Adrress: Chrysanthou Mylona 10, Magnum House, 3030 Limassol - Cyprus Telephone: +357 25 028460 Fax: +357 25 028461

SECTOR SPOTLIGHT: 2014 Q1 Review

Helsinki, Finland Professor, LL.D., Ph.D. Zacharias Sundström is active managing director at Nordic Law Attorneys-at-Law. He speaks to AI magazine about the firm and the economic climate in Finland.

---------------------------------------------------------------------Nordic Law Attorneys-at-Law was founded in the 1970’s by LL.D. Zacharias Sundström. At the beginning the activities concentrated in Brussels and Geneva, and therefore Nordic Law is still in close cooperation with those offices.

Nordic Law is the sole Finnish representative in the International Alliance of Law Firms which is a cooperation network of 62 law firms. The Alliance offers its customers legal services worldwide.

Nordic Law Attorneys-at-Law specialises in International Commercial Law, Contract Law, and litigation (domestic and international) including arbitration.

Professor Sundstrom comments: “Long professional experience in Europe has advanced our expertise in European Community Law and Competition Law. “We are located on Erottajankatu in Helsinki. The majority of our customers are Finnish and foreign

The overall economic environment in Zambia is promising. Though there have been rapid declines in the value of the kwacha, this depreciation was forecast owing to slower growth in copper prices and policy uncertainty from the government .

Between 2013 and 2016 GDP growth is set to average at 7.1%, driven by growth in public spending, ongoing investments in power and mining and buoyant private consumption growth.

Business opportunities The government has embarked on a project called Link 8000, which is the construction of 8000km of roads.

Opportunities exist to directly bid for the contracts or to become an provider of products required in the supply chain.

Agriculture Zambia has the most water in the region and the majority of its land is arable. With the decline of Zimbabwe and the general forecasts of food shortages in the world, it is a highly recommended area for investment.

corporations. We also serve private individuals, relating to matters concerning white-collar crimes and taxation.

The main principles of our professional activities are high quality of work and flexibility of customer service.”

The global economy has experienced much uncertainty in recent years; however 2014 is predicted to be much healthier. Professor Sundstrom has noticed this up-tick in appetite.

“A factor witnessing a much healthier economy in Finland can be seen from the amount of start-up companies emerging who are partially supported by entrepreneurial associations supported by Government which facilitate the start-up of these companies.

Nordic Law acts as legal consultants for two start-up associations one situated in Helsinki and the other one in Tampere.

“As expected more and more entrepreneurial activity is taking place with the strong support of Government.

The Government is also taking measures to ensure growth of the economy which should provide incentive for foreign investments.”

As for the remainder of 2014, Professor Sundstrom has

Finance There is tremendous opportunity for venture capitalists and private equity firms. The approach would not be a classic approach but creative hybrids.

Mining Zambia is known for its copper. However it has other minerals in abundance such as gold, silver, coal, iron and manganese. Opportunities in the refining of the same should be explored by investor.

some predictions based on the trends he has recently seen emerging.

“We expect a further increase in GDP and foreign investments in Finland bearing in mind that Finland is rated AAA,” he explains. “The rating is expected remain in view if the remedial actions taken by the Government to decrease public debt. The ministry of finance department predicts that Finnish GDP will rise by 0,5 % in 2014. In 2015 GPD growth is expected to be 1,4 % and in 2016 a growth of 1,8 %.”

Company: Nordic Law Attorneys-at-Law Name: Professor Zacharias Sundström Email: info@nordiclaw.fi Web Address: www.nordiclaw.fi Address: Erottajankatu 5 A 7, 00130 Helsinki Telephone: +358 9 682 9340 Fax: +358 9 682 93420

cause exponential growth that they are unlikely to see in the developed nations .

Of course even multinationals may experience the same level of success but their corporate structures don’t seem to allow for aggressive growth and bold decision making.

A mining fund with the objective of confirming specific mineral resources on the ground had the potential to be a spectacular success.

Oil Oil blocks have recently been designated and allocated. The potential exists to do business with companies or the government.

Types of investors Small to medium scale businesses in the UK who choose to invest in Zambia will find the success shall

Company: Ysakar Legal Practitioners Name: Chikwa Chibwe - LLB (HON) WOLV. ENG Email: chikwac@gmail.com Address: Zambia Telephone: +260 211 262345 Cell: +260 966 668 287

Acquisition International | May 2014 | 29

SECTOR SPOTLIGHT: 2014 Q1 Review

Aura Healthcare Positions Itself for New Era Adrian Stevens, CEO of Aura Healthcare, speaks to Acquisition International about the company and its vision for the future.

---------------------------------------------------------------------Founded by former CSC executives Adrian Stevens and Mark Hindle in late 2012, Aura brings innovation to UK healthcare markets where creativity has been stifled in recent years. Leading a new approach to healthcare, Aura has set about achieving its commercial objectives by introducing a new generation of healthcare applications.

(L-R) Aura Healthcare’s founders Mark Hindle (COO) and Adrian Stevens (CEO).

In essence, Aura is taking a fresh look at old problems that have existed in healthcare for decades, despite significant investments. The healthcare landscape has changed. It is no longer about a ‘one-size-fits-all’ approach or finding one system to do everything, but about augmenting existing systems with innovative, web-based solutions that are also delivered in sensible timescales.

Aura’s products are developed using modern, web technologies that are second nature to a Facebook generation of doctors and other medical professionals.

These are implemented far quicker than traditional software and at a lower cost, so benefits and payback are more immediate.

The company’s performance to date has been commendable. From a start-up position with a few key people, and some innovative software code, revenues hit £1m in its first six months of trading. A year on and Aura’s applications are installed at a number of major hospitals across Ireland and Northern Ireland.

Unhindered by centralised programmes, there is a different attitude to innovation in these markets. Here hospitals have continued to innovate as a means of getting the most from modest budgets.

Market opportunity There is a clearly identified gap in the market for mobility solutions that give clinicians and nurses on the frontline of healthcare the tools to make informed clinical decisions at the point of care. NHS spending on healthcare IT will increase over the next five years in response to pressures on the health service, according to a new study by EHI Intelligence. The report shows NHS trusts in England spent £1.3bn last year, with EHI Intelligence predicting a year-on-year increase to £1.6bn by 2016-17.

The UK government meanwhile has challenged the NHS to find £20bn worth of efficiency savings by 2015. Technology is seen as a vital component here and a means of removing inefficiency, cost and risk.

The government has since challenged the NHS to become paperless by 2018 again to improve efficiency and to further reduce costs.

To support this and drive innovation the government has pledged to give 25% of contracts to SMEs, directly and through the supply chain, by 2015. The UK Department of Health is fully committed to supporting SMEs and to contributing to the government’s target.

NHS England is also providing £600m in new funding through its Safer Hospitals, Safer Wards Technology

30 | Acquisition International | May 2014

Fund and Nursing Tech Fund to invigorate the market, and in March 2014 released the first tranche of funds under these initiatives.

Today healthcare is in a conundrum. On one hand there is new government legislation promising contracts for SMEs and attempting to stimulate the market with new funding initiatives yet; •

Traditional banks remain unwilling to support start-up businesses, despite many of these financial institutions being publically owned and coming under increasing government pressure

•

Outdated and protracted NHS procurement rules, which heavily disadvantage new entrants to the market due to process compliance

•

Long procurement/tendering process that creates delay and additional cost

•

Purchasing gestation periods in healthcare IT to buy (from order to cash) in excess of nine months.

Unless resolved, contracts will continue to go to larger companies at higher cost for current technology – defeating the object of recent government funding initiatives and failing to meet government savings targets of £20bn.

The outlook for a company such as Aura is now extremely optimistic as the market evolves towards an innovative approach, and funding becomes available to realise these ambitions. Clinical choice and emphasis on the patient goes a long way to realising technologyenabled change. As the addressable market increases for healthcare vendors, it is important for SMEs to scale up to meet the inevitable demand.

Funding crossroads Aura is now into its second year of trading and has demonstrated year-on-year revenue growth, maintaining a profitable position despite the ever increasing difficulties of lending to SME’s by the traditional banking sector. Aura has been able to realise its potential with good financial support from corporate banking facilities and the more traditional

cash flow funding mechanisms used by SMEs, such as factoring.

The key to the next phase of the company’s journey is how to scale up sales, marketing, in-house development and delivery organisations to meet the demands of the customer against the cash flow demands of the business.

To meet Aura’s ambitious business plans, it is vital to now find the right financial partner. Choosing the right investment partner, realising sufficient investment to drive growth (whether external capital investment or debt funding), while maintaining an appropriate equity balance are the key challenges for the owners and directors over the coming months.

What now?

Aura is now entering a new phase in its evolutionary journey, and one that promises to be equally exciting as its formation. The healthcare challenges set by the government will become increasingly achievable.

To meet the challenges of healthcare, Aura now needs to compete on the bigger stage, and to do that, it needs to evolve quickly to that next level with the right financial partner, organisational model and scale. It is confident that this is achievable and will enable Aura to become a disruptive challenger to the traditional vendors and establish its purpose of making healthcare simpler as its overarching, single unifying cause.

Company: Aura Healthcare Limited Name: Adrian Stevens E Mail: info@aurahealthcare.com Web: www.aurahealthcare.com Address: 1210 Parkview, Arlington Business Park, Theale, Reading, UK. RG7 4TY Telephone: +44 (0) 161 870 2777

SECTOR SPOTLIGHT: 2014 Q1 Review

Stockholm, Sweden cityscape from the port

Nyx Interactive has in a short time become one of the world’s leading independent and total suppliers of systems for digitally distributed gaming entertainment.

---------------------------------------------------------------------Headquartered in Stockholm, Sweden with fully owned subsidiary in Malta, NYX Interactive is part of the NYX Gaming Group – known for products that are now household names and trusted globally.

This has been accomplished through specialised group divisions that focus on systems, content and social areas of the business. This unique range of product offerings and in-house skills allows full control over the product, design, development and service – from conception through to delivery. This results in a range of products that are consistent in quality, innovation and longevity.

Nyx Interactive, founded by 10 gaming experts in 2006 with a background in the financial and gaming

industries, specializes in developing gaming system solutions for World Lottery Association members, media companies and both private and publicly listed gaming companies world-wide. Through its NYX Open Gaming System, licensees are offered a fully hosted gaming platform, offering the best in casino content from around the world.

NYX Bingo is used by dot.com clients, the majority of State-licenced operators in Sweden, including Svenska Spel and the only French state licencee, La Francaise Des Jeux. During its short time in operation, NYX has won awards for innovation and is listed by Deloitte as one of the 500 fastest growing companies in the EMEA, and one of the top 50 fastest growing companies in Sweden. The NYX Team believe in a work hard play hard ethic which encompasses creativity and embraces innovation.

Today, NYX technology powers the largest casino,

lottery and bingo businesses in Europe from WLA members, media houses, private commercial operators and publicly listed commercial operators.

Company: Nyx Interactive Name: David Flynn Email: david.flynn@nyxinteractive.com Web Address: www.nyxinteractive.com Address: Sandhamnsgatan 63C SE115 28 Stockholm, SWEDEN Telephone: +46 (0)8 586 121 00 Fax: + 46 (0)8 782 99 00

Online readers please click here.

Acquisition International | May 2014 | 31

SECTOR SPOTLIGHT: 2014 Q1 Review

Blackfriars Bridge in London at twilight

Jean-Claude Gonneau is the Managing Director of Camden Associates, a firm which focuses on international transactions with a particular emphasis on tech, biotech, mining and real estate. He tells AI that the recent level of business has gathered steam and the reasons for this.

-------------------------------------------------------------Using statistics based on the number of virtual data rooms opened for the purpose of conducting due diligence on anticipated transactions, Deal Flow Indicators recorded a significant increase in early stages of M&A transactions in the last quarter of 2013, notably: • Financial services – early stage M&A activity increased by 10% in Q4 2013, as compared to 2012 • Life sciences – an increase of 63% of transactions reached the due diligence phase in Q4 2013

• Real Estate – early stage deals increased by 82% in Q4 2013 • Energy – early stage transactions increased by 10% in Q4 2013

while Chinese companies eager to bypass the waiting list to go public on their home market are knocking at the door here.

Looking forward in 2014, the market turnaround that so many were hoping for last year might well finally materialize, on the back of the increasingly positive tone of many economic indicators – upgraded global growth forecasts, falling unemployment and robust job creation data, positive business and consumer confidence surveys and rising house prices in the majority of the world’s largest economies. All this supports the hypothesis that 2014 could prove to be the year that the world finally begins a new cycle of recovery, almost seven years after the onset of the global financial crisis.

A new trend is emerging, US companies are rediscovering Europe as a source of financing

C CloudOrigin

Strategy

So, with recorded growth in Q4 2013 and the early stages of M&A on the rise (25%+ jump in 2013 compared to 2012), there is hope that 2014 will be the year that finally sees the banking recovery.

Company: Camden Associates Name: Jean-Claude Gonneau Email: jcg@camdenassociates.co.uk Web: www.camdenassociates.co.uk Address: 27 Hill street London W1J 5LP Telephone: +44 (0) 20 7290 9812

Advisory

CloudOrigin provides award winning Information Technology strategy, advisory and implementation services - including commercial, technical and operational due diligence - to Private Equity houses, Venture Capital firms and their portfolio companies.

From our London office we have worked on the largest global deals and transformation programmes alongside world leading accounting, legal and market research providers.

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

We also build investment theses, identify M&A opportunities, alliances and go to market strategies in the converging worlds of digital brands, enterprise software, mobile apps and social networks.

We would be delighted to introduce our services and experience.

Call us on +44 (203) 642 5715 or email Info@CloudOrigin.com

London based

Cloud enabled

(C) 2014 CloudOrigin Limited. All rights reserved. Registered in England 06893393

32 | Acquisition International | May 2014

Utility

Global reach

Doherty Advisors, LLC Doherty Advisors, LLC was founded and registered as a CTA/CPO in 2003 in New York and specializes in options trading in liquid exchange traded markets. The firm’s mantra is attractive and consistent risk-adjusted absolute returns.

Our six person team has over 100+ years of options trading experience. Currently managing upward of $300 million, we offer three programs: • Relative Value (RV) - an absolute return market-neutral strategy • Grey Swan (GS) - an equity tail risk hedge • Relative Value Plus (RVP) - a hybrid of the RV and GS, which makes it a protection and return strategy.

The flagship Relative Value options strategy trades the slope of volatility skews. Its focus is short-term, agnostic to market direction, minimal “greek” exposure”. It trades highly liquid instruments.

Mr. Robert Doherty, the CIO, since the start of his career focused on generating low risk, consistent returns by pursuing relative value opportunities in options trading. His approach is one of melding together science and art. The alpha comes from his vast experience (25+ years) in options trading. He is proud to have achieved a Sharpe Ratio of over 1.00 for a 10 year long track record. By structuring a series of highly correlated positions with derivatives and futures contracts, the portfolio manager is able to exploit pricing inefficiencies often created by natural sellers or hedgers.

Whilst being agnostic to the direction of volatility and underlying markets, we use discretionary strategy together with math to make sound relative value decisions.

400 Madison Avenue, Suite 6A, New York, NY 10017 t: +1 646 213 2310 f: +1 212 213 9170

E: ir@dohertyadvisors.com

SECTOR SPOTLIGHT: Measuring the Pulse of Africa’s Economy

Measuring the Pulse of Africa’s Economy Africa is home to some of the world’s most diverse and exciting economies. Here, Acquisition International talks to some of the continents leading business lights to discuss what the future holds.

Kashillingi, Rugaba & Associates (KRA) is a boutique style commercial law practice with broad experience and a formidable team of associates who are experts in their separate fields. The professional team is comprised of vibrant professionals and entered the legal practice in 2002. Each of our partners and associates was until formation employed by some of Uganda’s leading legal service providers.

The Professional team is led by Hussein Rugaba Kashillingi (LLM, LLB) and Anthony Wabwire Musana (MBA, LLB) and complimented by 3 Associates and 4 paralegals in different areas of expertise. Our firm offers full service capabilities, from planning to implement an array of business and financial arrangements and transactions. .

KRA advises on a broad spectrum of corporate law and has also established associations with foreign law firms both in the region and overseas to offer near seamless services. Anthony leads on the corporate law transactions and KRA has advised on: Investment Funds (advising in relation to the establishment and management of domestic and international private investment funds and companies),venture capital: (advising on diverse aspects of venture capital, financing of projects and companies, management buy-in and buy-outs) Joint Ventures: (advising on the establishment of partnerships and joint venture arrangements) and acted as Company Secretaries: KRA offers Company Secretarial services to leading companies including a leading American Multinational and Hussein serves as Company Secretary.

In the area of finance and banking, Harriet Kayaga Ssentomero (MBA, LLB) carries considerable experience from 10 years experience in a wide range of financial transactions for many of Uganda’s leading banks and financial institutions.

34 | Acquisition International | May 2014

KRA offers a comprehensive range of services in employment relations and labour law for employers in both the public and private sectors and assists with labour practice proceedings, wrongful termination matters, workers compensation claims and formulating personnel policies and practices.

KRA provides a full range of legal services in real estate law, including acquisition, planning, development, financing, investment, syndication, leasing and sales, re-zoning, annexation, building permits, creative financing, land sub-division, wetlands, environmental assessments and clean-up’s.

KRA assists in the registration, licensing and management of trademarks, patents and copyrights for both local and international corporate clients to maximize the protection of their intellectual property assets in Uganda. Anthony oversees IP transactions.

The firm also handles different aspects of the law of tort arising from negligence and trespass.

KRA also provides specialist legal advice on an array of tax related issues. Hussein and Anthony have been engaged and very successfully at that in tax litigation on a broad spectrum.

Our Litigation team handles court proceedings resulting from these activities but our emphasis leans towards alternate dispute resolution mechanisms instead of protracted court sessions.

We are also building capacity in the extractive industry with emphasis on OIL and GAS. Hussein currently heads the firms growing 0 & G department.

Company: Kashillingi, Rugaba & Associates Advocates & Tax Consultants Name: Hussein Kashillingi Email: hk@ugandalawyer.com Web: www.ugandanlawyer.com Address: Jocasa House 3rd Floor, Flat No.8, 14 Nakasero Road, P.O. Box 22226, Kampala, Uganda Telephone: +256717-777177

SECTOR SPOTLIGHT: Measuring the Pulse of Africa’s Economy Gabon, well endowed with natural resources, including oil, is undertaking an ambitious plan to become a diversified emerging market economy by the year 2025.

---------------------------------------------------------------------Gabon’s per capita gross domestic product (GDP) is among the highest in sub-Saharan Africa – at almost USD 15,000 at current value, a performance due in large part to the availability of natural resources, particularly the exploitation of hydrocarbons.

Anton_Ivanov / Shutterstock.com

The country is also well endowed with arable land, forest, and mineral resources. It has extraordinary biodiversity, as well as rich deposits of magnesium and iron ore. It is Sub-Saharan Africa’s second exporter of manganese.

In 2013, Gabon’s government launched an ambitious public investment and reform program— the Strategic Plan for Emerging Gabon (PSGE)—to transform the country into a diversified emerging market economy by 2025.

The plan rests on three pillars: “Green Gabon”, “Industrial Gabon” and “Service-Industry Gabon”. The PSGE hopes to bring about an ambitious programme of structural change in the national economy, based on improved governance of the state, the recovery in public and private investment, the development of infrastructure and human resources and a more equitable distribution of national wealth (despite its high level of income per capita, poverty and unemployment remain widespread in Gabon).

To implement this new development vision, the government has scaled up investments to promote non-oil growth, to improve infrastructure and basic service delivery. Given limited capacity for the management of investment, the government is leveraging partnerships, including working with the American company Bechtel to source technical expertise. One of the most important needs is to improve investment spending and the impact of development by strengthening the capacity of Gabon’s public sector in all areas of the project cycle. It is also important that the country’s significantly higher capital budget is in line with a medium-term fiscal strategy and overall PFM reforms. In order to implement this broad agenda, the government has decided to increase the share of resources allocated to public investment from 14% to 40% of the state budget over the 20102016 period.

A critical issue for Gabon is how to use oil and mineral resources efficiently and in a transparent manner to support inclusive growth. As a member of the Central African Economic and Monetary Community’s currency union, fiscal policy is the main tool in the Gabonese authorities’ hands to ensure macroeconomic stability.

However, anchoring fiscal policy is particularly challenging for Gabon because of the country’s heavy reliance on highly volatile oil revenue and its large development needs.

Moreover, despite decades of oil production, fiscal savings remain low. For the “Emerging Gabon” plan to be successful and to avoid disruptive procyclicality of spending, fiscal policy should be set in a mediumterm sustainable framework that takes into account the volatility of oil receipts and allows the build-up of adequate fiscal buffers through better containment of non-productive expenditure such as wages and subsidies.

The IMF report said a scaling up of public investment is necessary to improve currently weak infrastructure services. To maximize the returns of the recent massive and rapid increase in public investment and mitigate risks of waste, implementation of projects will need to be enhanced.

Second, employment policy measures will be necessary for better matching labour supply and demand. The education system needs reforming to reduce the current skills mismatch, and vocational training programs should be developed to address the shortage in technically skilled workers.

Work is being undertaken with the assistance of international experts to strengthen the selection, preparation, and execution of investment projects, including a reform of the public procurement code, stricter requirements for technical studies underpinning specific investment projects, and better controls of work completion before payments are made. However, progress to address past weaknesses in investment execution capacity is likely to be gradual and slow.

Given the high level of wages in Gabon, making the supply of labour more competitive will require enhancing its productivity. These measures taken in combination will help the numerous young Gabonese entering the labour market over the next decade to access durable employment opportunities.

Beyond the investment scaling up to fill the infrastructure gap, comprehensive policies are needed to support diversified and more inclusive economic growth that is rich in employment opportunities.

The role of the non-oil private sector will be all the more important given the prospective decline in oil production and the inability of this capital intensive sector to create many jobs.

First, the business climate will need to be improved.

The private sector in Gabon remains relatively narrow and fragmented, especially at the level of small and medium-sized enterprises.

Many constraints still weigh on the business climate, including cumbersome procedures for establishing businesses and getting land titles, overall poor quality of the labour force, and low access to bank credit.

Efforts currently under way to address these constraints will be critical to facilitate private investment and sustain high growth in the medium term.

Third, financial intermediation and market depth need to be expanded to allow the sector to play its role in the financing of development. Despite recently strong credit growth, financial intermediation remains weak and very few small and medium-sized enterprises have access to bank financing for investment.

Building on recent efforts aimed at improving the institutional environment for credit will help highly liquid banks in better evaluating credit risks for small and medium-sized enterprises and in expanding investment financing. Enhancing access to mortgage credit and microfinance will also contribute to financial sector deepening.

Company: L&O Consulting Name: Lloyd Ontsaga Email: lloyd.ontsaga@gmail.com Address: Gabon

Acquisition International | May 2014 | 35

SECTOR SPOTLIGHT: Measuring the Pulse of Africa’s Economy

fisheye view of Nairobi, Kenya, from rooftop

by Tedd Moya, Partner at Waweru Gatonye & Co. Advocates. Founded in 1985, the firm has grown to a five-partner outfit, comprised of 14 lawyers and five paralegals, as well as a dedicated administrative team. The firm has made an impression in important fields, including corporate and commercial, civil and commercial litigation, arbitration, constitutional law and conveyance and property matters.

-------------------------------------------------------------It’s an exciting time to be doing business in Africa – I’d describe the current business environment in the region as challenging, robust, exciting and dynamic.

In terms of the sectors seeing the most activity, there is a sharp increase in private equity activity in Africa, with anecdotal evidence strongly suggesting that a focus on agriculture and infrastructure would present lucrative opportunities. Banking, insurance, telecommunications and real estate seem to be growing at a fast rate. The consumer market seems to be spending more meaning that the competition in the Fast-Moving Consumer Goods sector is fierce.

Also, the opportunities in the extractive industry

36 | Acquisition International | May 2014

are numerous; with mining, oil and gas having rather robust activity, particularly in East Africa.

Africa is still widely considered to be a risky continent for investment – albeit one that offers significant returns. Its challenges lie in the continent’s largely poor infrastructure, corruption and governance issues and a lack of big data projects. The unfolding plot is that these are accompanied by power struggles, unfair exploitation of the poor, conflict and insecurity.

These challenges create the need to develop our laws and policies to establish new financial models.

The challenge for investors is to balance between the modern and intricate macro-economic global norms while adapting to the local values and microeconomic contexts.

Africa’s economy is going from strength to strength – with projected growth of 5.3% in 2014. This can be attributed to a definite paradigm shift from the previous predictable bilateral or multilateral

arrangements between African states and the West. Africa is now seen as the emerging market of choice; especially by the East and Middle East.

This new perception of the continent brings with it a new role in global commerce; as an attractive partner and not a subservient borrower. Rapid development of law has also improved investor confidence.

Waweru Gatonye & Co. Advocates Advocates , Notaries Public & Commissioners for Oaths

Company: Waweru Gatonye & Co Advocates Name: Tedd Moya Email: tedd@wawerugatonye.co.ke Web Address: www.wawerugatonye.com Address: P.O. BOX 55207-00200, Timau Plaza 4th Floor, Argwings Kodhek Road, Nairobi Telephone: +254 20 2428452/3/4

SECTOR SPOTLIGHT: Biomedicine: The Pillar Industry of the World’s Economy

Biomedicine: The Pillar Industry of the World’s Economy After a successful 2013, the biomedical industry is set to grow even further over the coming year.

Here, we talk to leading industry professionals about the current market, the key factors enticing acquisitions and current challenges facing the industry.

38 | Acquisition International | May 2014

SECTOR SPOTLIGHT: Biomedicine: The Pillar Industry of the World’s Economy

By Huy Do, Partner, Head of IP/TMT Group at LNT & Partners.

------------------------------------------------------------------Vietnam’s biomedicine (BME) sector has attracted much attention over the past few years. In 2010 Vietnam hosted an international two-day conference, with experts from 21 countries. The conference attendees identified a tremendous need for BME in areas of rehabilitation, neurosurgery and orthopaedics.

At the present time Vietnam is importing the majority of its BME products, but it is also developing its own solutions used in therapeutics, diagnostics and vaccinations, which are being used in Vietnam as well as being sold abroad.

It is still early, but with a few modest commercial successes thus far, we expect more and more innovations and investments will be made in Vietnam’s BME industry.

In 2013, approximately 92% of Vietnam’s medical device market was supplied by imports, with most of the devices being supplied by Japan, USA, Singapore and China.

However, we are starting to see more Vietnamese companies becoming much more adept at developing their own BME products. Specifically, we are seeing more and more companies develop and manufacture products in Vietnam with sales in developed countries. For example, diagnostic products have been simplified yet are yielding more accurate information, competing with established international brands. We are also seeing an increase in use of stem cell therapy.

The country is also deploying more foreign trained experts into the education system to lead more research and development and innovation at universities. There is also a push for researchers to collaborate with the private sector to accelerate product development for commercial use domestically and globally.

The biomedical field in Vietnam is driven, in large part, by a desperate need to care for 92 million people. The government has allocated hundreds of millions of dollars to develop health care facilities and foreign investors are active in the health care sector. With a large consumer base and growing middle class, local biomedical firms in Vietnam have a viable market to sell products.

In terms of developing products, Vietnamese students with specialized skills in this area are dramatically underpaid compared to their counterparts from more developed countries. A biomedical company in Vietnam can develop products at a fraction of the cost in other countries, yet can sell at margins that would dwarf margins currently enjoyed by biomedical companies in jurisdictions like the US and Japan.

In so far as challenges for the BME industry in Vietnam, there is a lack of industry cohesiveness.

Investors do not readily have reliable information about viable biomedical companies to financially support them. We believe, however, that the components of a BME industry are starting to come together and foreign investors are starting to notice, in large part due to Vietnamese abroad who are

returning to Vietnam to establish companies or conduct research.

A strong organization devoted to the dissemination of information related to the BME industry would accelerate the development of a viable environment to support and further grow this industry.

Government support as well as a coordinated effort among universities to encourage innovative research would further push BME forward.

For example, we are supporting the development of the $100 million Biotechnology Center in Ho Chi Minh City. This centre may serve as the magnet to attract a critical mass of researchers, investors, and private companies to come together in this sector.

The outlook for biomedicine over the next 12 months is very bright. Vietnam has all the key ingredients that will propel it forward: a large population experiencing a rise in chronic and acute illnesses, a successful diaspora trained and educated abroad that are returning to create companies and conduct research, and a plentiful pool of young and highly-skilled professionals who can be hired at highly cost-effective rates.

For example, in 2012 four Vietnamese students studying at Portland State University under the auspices of the Intel Vietnam Scholars Program won the top prize at the Cornell Cup, a design competition created to empower student teams to become the inventors of the newest innovative applications of embedded technology. This nation-wide competition in the US attracted 22 other teams, including engineers from MIT and the University of California, Berkeley. The Vietnamese team developed a prescription drug identification device used to help doctors prescribe the correct medication for patients.

The world is beginning to notice Vietnam. From Japan alone, seven Japanese medical equipment manufacturers comprising of Konica Minolta, Toshiba, Fujifilm, Olympus, Hitachi, Mitsubishi Electric and Nihon Kohden are targeting increased sales in Vietnam.

There is, however, increasing evidence that Vietnamese researchers are rising to the challenge of harnessing biotechnology to improve health care for healthier society as well as advancing the sciences.

The biotech progresses for medical applications in Vietnam include gene diagnostics for genetic disorders of human diseases, in-vitro synthesis and production of therapeutic proteins including insulin, IFNs or similar forms of monoclonal antibodies for targeted therapies, and cell therapies via application of cord blood and bone marrow stem cells for cancer therapies. We fully expect at least one Vietnamese biomedical company will be acquired or listed on a public exchange in the next 12 to 18 months.

LNT & Partners Company: LNT & Partners Name: Huy Do Email: huy.do@lntpartners.com Web Address: www.lntpartners.com

Acquisition International | May 2014 | 39

SECTOR SPOTLIGHT: Measuring International Equality

Measuring International Equality For many years the subject of equality has caused much controversy and despite enormous progress much work remains.

Here we invite a select number of experts to discuss what their region is doing to promote equality in all its forms.

Adept at innovative methodologies, Papini Quadros e Quadros Advogados Associados (PQQ) works with a special focus on preventive law, which undertakes the comprehension that companies can anticipate and get prepared for future adversities. With autonomy and intellectual independence in the processes evaluation, the office has achieved a stand among the most respected offices in the market. Some of its valuable contributors are down below: ---------------------------------------------------------------------Maurício Quadros Soares Lawyer. Graduated in 1993 from Milton Campos School of Law. Specialist in Corporate Law from Instituto de Educação Continuada da Pontifícia Universidade Católica de Minas Gerais (1996). Master in Corporate Law by Milton Campos School of Law (2002). Achieved the highest grade given by the school’s examining board. The dissertation resulted in the publishing of a book named Instruments of Regulation and Self–regulation of Securities Markets, “Instrumentos de Regulação e de Autorregulação do Mercado de Valores Mobiliários” (Publishing House: Juarez de Oliveira, 2003 – ISBN: 85-7453-439-0).

Founding partner at Papini Quadros e Quadros Advogados Associados. Expert in the field of Corporate Law with a wide practical and formal experience in the entrepreneur’s day–to–day activities, including and especially in the international trade, contractual and litigation prevention, merging and acquisitions (M&A), as well as arbitration. Also practices law before Brazilian self–regulatory agencies, notably the (Brazilian) Securities and Exchange Commission.

Researcher on the survey “Women, Business and the Law 2014 (with the help of Ms. Moana Furletti, associate lawyer): removing restrictions to enhance gender equality”, conducted by International Bank for Reconstruction and Development/The World Bank, 2013 (ISBN: 9-781-4729-0643-4 – British Library).

Associate Member of the Brazilian Bar Association and the American Bar Association.

Marcelo Quadros Soares A lawyer since 1994, specialist in Tax Law at Fundação Getúlio Vargas and a founding partner of Papini Quadros e Quadros Advogados Associados. Holds a great vision of the field of corporate law with a wide experience in tax and corporate (M&A) fields, especially in cases of merging and acquisitions.

Expertise in the fields of bankruptcy, pre–bankruptcy and extrajudicial or judicial recovery of companies, knowledge in international law, in drafting of contracts and in companies’ macro and micro preventive issues. Associate Member of the Brazilian Bar Association.

40 | Acquisition International | May 2014

Alexandre de Souza Papini Lawyer since 1996, year of graduation. One of the founding partners of Papini Quadros e Quadros Advogados Associados. Holds a strong macro–economic and financial vision of corporations and great influence in business environments, before Public Authority and Judiciary and Executive branches. Full practical and theoretical experience in the field of corporate law, with concentration in bankruptcy, economic and financial law, including merging and acquisitions (M&A), judicial or extrajudicial recovery of corporations, adopting especially planning practices and preventive solutions in the day–to–day of corporations. Associate Member of the Brazilian Bar Association.

Senior Partners Christiano Notini de Castro Lawyer since 2003, year of graduation. Partner of Papini Quadros e Quadros Advogados Associados since the year of 2006. Holds great capacity for dealing with contractual solutions and conciliatory and versatile qualities which are highlighted in an excellent relationship with businessmen and Public Authority. Knowledge in areas of Corporate, Civil and Commercial Law, as well as in areas of Environmental, Mining, and Property Law. Large understanding of the public tender area. Holds a degree, as a specialist, in Environmental Law by the Center of Updating in Law at Universidade Gama Filho. Associate Member of the Brazilian Bar Association.

Marcelo Canaan Corrêa Veiga Lawyer since 2003, year of graduation. Partner of Papini Quadros e Quadros Advogados Associados since the year 2006. Distinguished speaker before regional and superior Courts in Brazil and has also published articles on law in specialized law publications. Skills for writing and strategy elaboration meet with efficient corporations’ goals, with special focus on Commercial and Corporate areas, besides having an important performance in preventive scope and in arbitration. Also holds expertise in environmental issues with participation in research groups and commissions from the Ordem dos Advogados do Brasil (BAR), section of Belo Horizonte. Associate Member of the Brazilian Bar Association.

Izabel Cristina de Faria Lemos Lawyer since 2005, year of graduation. Has been a partner of Papini Quadros e Quadros Advogados Associados since 2006. She is presently the law office manager. Expertise in the Contractual and Corporate field, being specialized in Civil and Commercial Law, which are reflected on the great and useful dealing with the management of economic and financial liabilities of corporations. Also holds knowledge on Energy, Oil, Metallurgy and Civil Construction Law,

besides the effective participation in mergers and acquisitions (M&A). Associate Member of the Brazilian Bar Association.

Fernando Augusto Tavares Costa Lawyer since 2009, year of graduation. Has been a partner of Papini Quadros e Quadros Advogados Associados since 2014. Expertise in the Contractual and Corporate field, being specialized in Civil and Commercial Law, which are reflected on the great and useful dealing with the management of economic and financial liabilities of corporations. Associate Member of the Brazilian Bar Association.

---------------------------------------------------------------------Regarding the law firm, once again, by means of the partnership with other associates in a multidisciplinary status, Papini Quadros e Quadros Advogados Associados offers the Program of Business Recovery/ Strategic Management of Liabilities. This service, which is a great differential of PQQ in the market, was created so as the treatment of juridical and management aspects which compose the options of business recovery of a company to have a sole and better direction, besides of more celerity and efficiency in being dealt with.

Papini Quadros e Quadros Advogados Associados and its associates in a multidisciplinary status are experienced and specialized in acting with companies which are in a difficult economic or financial situation, working together to assume the attributions of Judicial Management provided in “Law of Bankruptcies and Judicial Recovery,” aligning under a sole direction, situations that request acting and appropriate juridical structuring and other steps eminently belonging in a management aspect.

Company: Papini Quadros e Quadros Advogados Associados (PQQ) Name: Mauricio Quadros Email: mauricio@pqq.com.br Web: www.pqq.com.br Facebook: Papini Quadros e Quadros Advogados Associados Address: Rua Eduardo Porto, 275, Cidade Jardim, Belo Horizonte / MG, Brasil Telephone: +55 31 32750095 Fax: +55 31 32750096

SECTOR SPOTLIGHT: Measuring International Equality

by María Adelaida Palacio Puerta, coordinator of the Line of Research in Gender and Women Rights assigned to the Department of Human Rights and International Humanitarian Law of the School of Law of the Sergio Arboleda University in Bogotá, Colombia.

---------------------------------------------------------------------Education in the human rights of women is a priority for peace and for the construction of more fair and democratic societies.

Firstly, it constitutes an international obligation of the state. There are international conventions in place such as the Universal Declaration of Human Rights, the Charter of the United Nations, the Convention on the Rights of the Child, the Convention for elimination of all forms of discrimination against women, the recent convention on people with disabilities.

These are all instruments that enshrine the obligation to guarantee human rights in terms of equality and non-discrimination in an environment that allows the enjoyment of rights, even to the most vulnerable sectors. They also establish the joint responsibility of society in the fulfilment of these objectives, including that education centres must abide by the rules and public policies of education in each state, which must be the reflex of those obligations contracted to the signing of those treaties.

On the other hand, there are also regional protection instruments which, in turn, have enshrined the same obligation, for example, the American Convention on Human Rights, the Convention of Economic, Social and Cultural Rights and the Convention Belem do Pará.

Similarly, International Public Policies as the Millennium Development Goal of the United Nations expressed their concern regarding equal education in the world and establish the need for equal education both in access as in the quality of it.

With this in mind, the research area of gender and women’s rights emerged with the intention to contribute to the formation for citizenship from the perspective of the rights of women with particular intention of contributing to the reflection and review about the role of women in the Colombian society and the status of these within the Americas.

In our society there is a division between what is of public interest and what must remain in the realm of the private. We can say that most of the issues related to women have been relegated to the private sphere.

We can perhaps attribute this to the way in which the private has been associated with the intimate, hiding the disadvantageous situations suffered by women and making it impossible for topics of interest like these to be brought to public space, to be analysed and debated.

This is a consequence of what is known as patriarchate – the system of domination, hierarchical partition roles, functions or status depending on being male or female. Patriarchate as a hierarchical system exists throughout the planet; it is a universal domination rule that generates the division between public and private.

Patriarchal hierarchies state that being a man is more valuable, and therefore opens the public sphere to decide, work, act and create right, etc. While women are assigned roles of care which are not given any monetary value and are considered as natural to the fact of being a woman.

This has as a consequence of a lack of political, economic and social representation of women, which translates into labour inequalities. Women in Latin America and the Caribbean have become more incorporated into the world of work, but this has not resulted in the wage gap decreasing, and women still do not have access to the same standard of jobs as men throughout the continent.

A UN report, submitted in January 2014, entitled “Decent Work and Gender Equality: Policies to improve access and quality of employment of women in Latin America and the Caribbean” says that unemployment remains higher among women than among men, with 9.1% and 6.3% respectively.

Meanwhile, informal employment is mostly feminine, reaching 53.7% which is explained by the greater presence of women in the informal domestic service.

On the wage gap, it is noted that there is a decreasing trend, where in 2010 women earned 78% of what men earned. However, if this trend continues at a global level, it will take over 75 years to close the gap.

a dialogue can occur and collective decisions can be made about how we want to live. To promote the intervention of women in the public space is to promote democracy within the parameters of real equality, and it is to realize that what allows development of personal freedom depends on a collective project.

If Latin America and the Caribbean wants to effectively address its huge social inequalities, there is a need to concentrate efforts, resources and spaces in public policies towards women, creating a social environment at work that contributes to prevent discrimination against women, protect the rights of migrant women and improve conditions for domestic workers, among others.

Education in gender issues within universities allows us to visualize the problem of which women are victims in Latin American societies, ensuring that future professionals avoid reproducing sexist stereotypes that permeate labour relations.

Gender inequality in terms of employment mainly affects peasant women, indigenous, afro-descendants, young women, migrant workers, and domestic workers. Women in Latin America are the most vulnerable to poverty, receiving lower wages, while at the same time spending the most on family welfare.

Consequently, labour inequalities in Latin America are related to the persistence of discriminatory gender stereotypes, rooted in a deeply patriarchal culture that disempower and subordinate women.

To end this, it is necessary for women to move into the public sphere – the space of citizenship. There,

Universidad Sergio Arboleda Name: María Adelaida Palacio Puerta Email: maria.palacio@usa.edu.co Web: www.usergioarboleda.edu.co Address: Bogotá - Colombia

Acquisition International | May 2014 | 41

SECTOR SPOTLIGHT: Measuring International Equality

Benjamin Yap, senior partner at PBC PARTNERS & RHTLaw, a full service law firm with a focus on Mergers & Acquisitions and Banking & Finance, with offices in Ho Ch Minh City and Hanoi, offers his insights on how Vietnam can create a level playing field for foreign and domestic investors alike, and continue the South East Asian nation’s economic recovery.

-------------------------------------------------------------It was once touted as the next “Asian Tiger” economy, with investors flocking to the country to snap up business franchises and property. But Vietnam’s economic miracle never materialised, and growth seized up in 2009, and since 2012 the nation’s growth rate has languished below six percent.

“Vietnam has suffered an extensive downturn, and this has been exacerbated by a fragile banking system and volatile currency market,” says Benjamin Yap, Senior Partner at PBC PARTNERS & RHTLaw in Ho Chi Minh City. However, the government has acted quickly to restructure the banking system, and enforced policies to stabilise the currency market, he says, with interest rates now down to single digit. “Anecdotal evidence for 2014 seems to suggest that the economy is turning a corner and the sentiment is positive for 2015 and beyond.”

42 | Acquisition International | May 2014

Mergers and acquisitions have seen the most activity, says Yap, especially from the Japanese market. The greatest opportunities lie in the manufacturing, real estate and retail sectors, he says.

time. “With the rise of Myanmar and Cambodia, this is putting pressure on the Vietnamese government to accelerate reform and we are all hopeful that this will take place sooner than later.”

In terms of Vietnam’s challenges, Yap says legal reform is key, as is reducing the number of procedures to obtain investment certificates. But he’s satisfied that these challenges are being met. “The government is taking a proactive role in both consulting with foreign investors and implementing changes,” he says, pointing to a new Enterprise law which is in the pipeline, and says yet more changes are expected.

Other challenges remain, with corruption still a big problem in Vietnam. “It is however encouraging to see Vietnam taking action to stifle corruption,” says Yap. “More can be, and more is, being done. The question is whether this will be a sustained effort on the part of the government.”

PBC PARTERS & RHTLaw is closely involved in the move toward achieving greater international equality in Vietnam, says Yap. “Our firm has close ties with the various government agencies and we are active in contributing towards the Vietnam Business Forum.

The aim is to enhance transparency and create a level playing field for foreign and domestic investors alike.”

Equality of treatment between foreign and domestic investments is key because this is seen as a major stumbling block to enhanced foreign investment, says Yap. And with other countries in the region seemingly on the rise, Vietnam cannot afford to waste any

Company: PBC PARTNERS & RHTLaw Name: Benjamin Yap Email: benjamin@pbcpartners.com.vn Web Address: www.pbcpartners.com.vn Address:Unit 501 Bitexco Office Building, 19-25 Nguyen Hue Boulevard, District 1, Ho Chi Minh City, Vietnam Telephone: +84 8 38206448

SECTOR SPOTLIGHT: The Bahamas: A Paradise for Many Reasons

The Bahamas: A Paradise for Many Reasons The Bahamas is one of the wealthiest carribean countries with a steadily expanding economy, however there are always challenges to overcome. We take a look at the current investment opportunities and pull factors which are bringing direct investment into the region.

The Bahamas, an island nation consisting of more than 700 unspoiled islands, cays, and islets in the Atlantic Ocean, is a sub-tropical paradise archipelago spanning 100,000 square miles.

The largest of the islands (of which only 30 or 40 are inhabited) is Andros Island, located 120 miles southeast of Florida. The Bimini islands are to its northwest. To the north lies the island of Grand Bahama, which is home to the second largest city in the country, Freeport. Nassau is the capital and largest city, located on New Providence.

Thanks to its low population density (lower than any other Caribbean nation) the Bahamas has preserved a healthy and abundant natural environment. There are currently 25 national parks in the Bahamas, covering both land and sea, stretching from Walker’s Cay in the very northern part of the Abaco Islands to Inagua in the extreme south.

In addition to its idyllic natural environment—and friendly locals—the Bahamas also offers excellent communication facilities and can be reached very easily, with frequent flights to and from many American and European cities.

The Bahamas has a sophisticated banking, professional and financial infrastructure with over 240 licensed banks and trust companies. It’s a well-regulated financial centre with strictly enforced and defined confidentiality and anti-money-laundering and antiterrorism laws. In terms of GDP per capita, it’s one of the richest countries in the Americas, following the United States and Canada.

There is no capital gains on inheritance taxes in the Bahamas. Furthermore, exchange controls do not apply to non-residents.

The country has a history of over 250 years of stable parliamentary democracy, with a government committed to maintaining the status of the Bahamas as a premier international financial centre.

The Bahamas has a legal system based on British Common Law and Equity, with extensive modern legislation.

The Private Trust Corporation Limited (“PTC”) is a licensed Trust Company, Investment Fund Administrator and Securities Broker Dealer which specializes in the provision of a highly personalized, professional and comprehensive range of international financial services to corporate and private clients throughout the world.

PTC was founded in 1983 by a small group of professionals led by founding partner Peter B. Evans who recognized the need for a client orientated private trust company not owned by, or affiliated with, any major bank or financial institution.

PTC is privately owned and is managed and controlled by the Directors, all of whom are resident in the Bahamas. The firm has no branches, offices or subsidiaries in any other jurisdiction.

In terms of services, PTC incorporates, manages and administers Bahamian companies and companies incorporated throughout the world.

It also provides a comprehensive range of trustee services, including the establishment, ongoing trusteeship and administration of discretionary, asset protection and purpose trusts and private trust companies. It establishes foundations and provides ongoing administration services.

The Bahamas was selected as the location for PTC because of its political stability, absence of taxes, confidentiality laws and excellent professional, banking and communication facilities.

The firm establishes and acts as administrator, registrar and transfer agent of certain investment funds and can undertake the accounting and Net Asset Value calculation functions, including time sensitive Net Asset Value accounting. It also provides fiduciary, nominee and escrow services.

PTC is committed to the provision of a responsive and efficient personalized service combining the highest professional, ethical and technical standards with basic common sense and commercial perspective.

PTC advises clients on corporate strategy, including joint ventures, mergers and acquisitions, and assists in obtaining stock exchange listings, venture capital and project financing.

The firm seeks to adopt a creative, flexible and innovative approach combined with a rapid decision taking and reporting process, and it’s committed to the introduction of new financial products to meet the ever changing demands of its international client base.

The firm provides administration services, including management accounting and reporting, as well as assistance with insurance structures including annuity and variable life policies. PTC also provides a comprehensive “Family Office” service.

PTC is a licensed Trust Company regulated by the Central Bank of The Bahamas, an Investment Fund Administrator and Securities Broker Dealer regulated by the Securities Commission of The Bahamas and, through a wholly owned subsidiary, an External Insurance Manager regulated by the Insurance Commission of The Bahamas.

While PTC does not provide banking services, it can assist in the establishment of banking relationships and arranges specialist fiduciary banking transactions, including third-world debt trading, debt equity swaps and back-to-back financing.

In addition to strict compliance with Bahamian laws, PTC seeks to comply with international standards of ‘best practice’ and maintains internal audit and compliance departments.

PTC also provides assistance with a wide range of other services, including trading transactions, real estate acquisition and the establishment of residence in the Bahamas.

Company: The Private Trust Corporation Limited Name: Bruno Roberts Email: broberts@privatetrustco.com Web: www.privatetrustco.com Address: Charlotte House, Charlotte Street, P.O. Box N-65, Nassau, Bahamas Telephone: (242) 397 8000

Acquisition International | May 2014 | 43

SECTOR SPOTLIGHT: The Cayman Islands: A Core Location for International Trade

The Cayman Islands: A Core Location for International Trade The Cayman Islands has for many years enjoyed a thriving economy thanks to its strong trade links with the US, booming tourism industry and zero unemployment.

Here we take a closer look at the opportunities and challenges that lie ahead for this apparent investment paradise.

Hossam M. Abd El-Rahman is Chairman and Managing Director of Allied Compliance Consultants. He discusses his firm and the business environment in the MENA region with AI magazine.

-------------------------------------------------------------Allied Compliance Consultants (ACC) is an international professional services firm with Global Headquarters in Britain, MENA Headquarters in Dubai, presence in 25 countries and worldwide operations.

ACC has a team of highly skilled professionals who have gained their experiences through extensive exposure diversified across the world. This first-hand knowledge enables the consultants to familiarise themselves easily and quickly with clients’ businesses and implement real solutions based on the international best market practice.

Mr El-Rahman explains more about the firm: “Our company’s strength is demonstrated by the cost effective quality services that we offer to financial institutions around the globe including many of the leading names in the industry. All our value clients have been able through our expert services, quality trainings and cutting-edge solutions being their outsourced business partner, to effectively and efficiently ensure proper Compliance, maintain sound Corporate Governance, train their employees, manage their risks, fight financial crimes and preserve their reputation.”

44 | Acquisition International | May 2014

Business in Asia and Africa is booming, and Mr El-Rahman explains why: “Europe has a bit of a decline due to the financial crises that affected many European countries, the MENA Region remains uncertain due to the unrest in the region and the “Arab Spring”, not all countries are affected and our business in the company is not affected at all due to our large client base with a large percentage of Tier 1 clients worldwide.

resource-poorer countries have seen their main sources of revenue severely affected: FDI inflows have dropped abruptly; tourism, a major contributor to GDP in some countries, has declined; remittances have dried up; some banks have been affected, although not as severely as in the developed economies; and real estate and other major projects have been stalled. This has been compounded by the effects of slowing global trade on the region.

“The fastest growing industries are Oil & Gas mining, chemical wholesalers and distributers, Farming, Real Estate, Personal and household goods, repairs and maintenance, Employment services, Hoteling and Banking.

“The MENA region needs more stability, Visionary leaders and good economists who can improve the political and economic situation of many of the key MENA countries such as Egypt, Libya, Iraq, Syria, Sudan. Other MENA countries like the United Arab Emirates, Saudi Arabia and Qatar have stable economy and are being targeted as stable places for expatriates looking for a stable life and promising work environment.”

“I see the greatest opportunities lie in the Oil & Gas, hoteling and Real Estate. These are the best investment opportunities in 2014.”

Despite this period of growth, Mr El-Rahman describes the key challenges for his region’s economy and how such challenges can be met.

“The onset of the global financial crisis in 2008 and the resulting recession have undermined the region’s ambitious growth and employment targets. The impact of the crisis has been less severe in the MENA region than in developed economies. However, its negative impacts have been felt, albeit unevenly, across the region. While resource-rich countries have been able to substitute private capital inflows with government spending,

Company: Allied Compliance Consultants Name: Hossam M. Abd El-Rahman Email: hossam.abdel-rahman@acc-co.com Web: www.acc-co.com Address: City Tower 2, Level 16, South Wing, Suite: 1604, Sheikh Zayed Road, P.O. Box 53962, Dubai, United Arab Emirates “UAE” Telephone: +971 (4) 313 6900

SECTOR SPOTLIGHT: Rwanda: The Next Global Boom

Rwanda: The Next Global Boom With Rwanda’s economy going from strength to strength the future is looking bright for the coming year.

This feature examines the current investment opportunities and pull factors that are bringing more investment than ever into the country

by Deogratias Musonera, DMU Certified Public Accounts.

---------------------------------------------------------------------I think it’s more than fair to say that Rwanda today offers an attractive environment in which to do business.

We’re now seeing sustained high economic growth, with a 7.1% average year-on-year GDP growth since 2004—raising a million people out of poverty—as well as a stable inflation and exchange rate. Also, our 3-year GDP growth rate is the highest among major African economies and neighbouring countries.

After years of turmoil the country is now politically stable with well-functioning institutions, rule of law and zero tolerance for corruption.

It’s an investor-friendly climate. Rwanda is the fastest global reformer of business regulations based on the World Bank’s Doing Business Survey. It’s also the most competitive place to do business in East Africa, according to the World

46 | Acquisition International | May 2014

Economic Forum Global Competitiveness Report.

Rwanda offers access to a market of over 10 million people, with a rapidly growing middle class. It’s a hub for rapidly integrating East Africa, being located centrally bordering three countries in East Africa which has an existing Customs Union and a Common Market in 2010 for 550 million people in total.

Potential opportunities for investment abound in a number of sectors. The infrastructure sector offers opportunities in rail and air transportation.

Agriculture presents investment opportunities in tea and horticulture. In the energy sector there are power generation, off-grid generation and significant methane gas opportunities. Other attractive sectors include tourism, real estate, construction, financial services and mining.

Technology, though, is perhaps the most exciting sector. Rwanda has acknowledged the vital importance of this sector by allocating a budget to ICT—as a

percentage of its GDP—that is on a par with OECD countries. We have good internet access, especially in comparison with other African countries. And although only 16% of Rwandan homes have electricity, 60% of people in Rwanda own a mobile phone, up from 6% in 2006.

Company: DMU Certified Public Accounts Name: Deogratias Musonera Address: DMU & Partners, Certified Public Accountants, Street 7, KN 4 Avenue, Centenary House, Floor 5 Web: www.dmu.rw Email: info@dmu.rw

Acquisition International | May 2014 | 47

SECTOR SPOTLIGHT: The Maldives: Brighter than Ever

The Maldives: Brighter Than Ever The Maldives is one of the most attractive investment destinations among the South-East Asian countries.

Enjoying an exotic location and great natural beauty, the economy is still considered to be developing and it offers many attractive opportunities for foreign investors.

Here we take a closer look.

Suood, Anwar and Co. has established itself as one of the most prominent law offices in the Maldives, built on the belief that a society built on the foundations of positive law is a better society.

---------------------------------------------------------------------In 1994, two prominent Maldivian lawyers, Ahmed Muizzu and Husnu Al-Suood, left their respective positions in the bench as chief judges of the Maldivian Criminal Court and Civil Court to establish a fullservice law firm in the Maldives.

Over the years, under the leadership of Al-Suood and Muizzu (who has since left the firm, after being appointed the Prosecutor General of the Maldives), Suood, Anwar and Co. has established itself as one of the most prominent law offices in the Maldives.

For the past two decades, Husnu Al-Suood has been one of the mainstays of the Maldivian legal environment. With an illustrative career in both public service as well as private practice, Al-Suood is widely regarded as one of the best legal minds of his generation. In the past, he has served in such distinguished capacities as the Chief Judge of the Civil Court of the Maldives and the Attorney General of the Maldives. He has also served as Chairman of the National Law Reform Commission, President of the Clemency Board, Member of the Judicial Services Commission and Member of the Human Rights Commission. He is also founding member of the National Centre for Human Rights and Democracy and the Maldives Law Institute.

Al-Suood was a key member of the Maldivian democratic movement that culminated in the first ever democratic elections held in the country and was for a time an elected Member of Parliament for Addu Constituency of the Special Majlis, which drew up the current Constitution of the Maldives.

He is a well-published author and his legal opinions are held in high regard both nationally as well as regionally. Some of his key publications include the Maldivian Legal System, Our Rights Our Country, International Human Rights and Understanding Maldivian Company Law (which is used widely by practitioners, students and judges locally).

As a guiding principle, Suood, Anwar and Co. believes that a society built on the foundations of positive law is a better society. And the firm

48 | Acquisition International | May 2014

has, over the last decade, become renowned for excellence and unparalleled service. The firm’s lawyers are consistently ranked in the top tier of the Maldives’ legal practitioners. Today, the firm boasts key government agencies, international financial institutions, several multinational corporations and some of the biggest corporations in Maldivian business among its clients list.

Suood, Anwar and Co.’s principal order of business is determining how the law may best protect a client’s interests. The firm takes pride in being a knowledgecentric practice, and its lawyers are well-versed in the technical aspects of any given business, cultural mores specific to the business environment and the outcomes the client desires. While the practice is based in the Maldives, the firm is global in its outlook, having the right mix of talent and international best practice to fashion client-oriented legal solutions.

Tourism law is one of the mainstays of the firm, acting on behalf of clients on lease arrangements, management arrangements, financing, bid preparation and labour relations. The firm has been actively involved in the current wave of buyouts and share sales and continues to advise investors in acquisitions of head leases and sub leases.

Suood, Anwar and Co.’s partners have been heavily involved in the design and set up of the existing tax law regime in the Maldives, including but Business Profit Tax Act and the GST Act that are currently in force.

In terms of government, regulatory and compliancebased work, Suood, Anwar and Co.’s lawyers have, in various capacities, been involved in drafting legislation such as the Tourism Act, 2nd Amendment to the Tourism Act, Tourism GST Act, Corporate Tax Act, Copyrights Law, draft bill on amendments to the Companies Act, Privatization Regulations, Decentralization Act, draft bill on Arbitration to mention but a few.

The firm’s lawyers are also experts in the banking sector and are sensitive to the particular needs and requirements of banks, lenders, credit enhancers and even borrowers on matters spanning the entire gamut of the banking and financial fields. The firm acts on behalf of banks as well as other financial institutions,

companies and governments on a wide range of transactions across industries as well as borders, with clients including HSBC’s London head office and Standard Chartered Bank’s Singapore branch.

Following the Government’s drive to further openup the economy and pave the way to attract foreign investments, Suood, Anwar and Co.’s lawyers were instrumental in setting up the current regulatory framework for foreign investment transactions and public private partnerships (PPPs) in the Maldives.

The firm has expertise in legal matters pertinent to the IT, telecommunications and aviation industries, and continues to advise both domestic and international parties on regulatory frameworks and practices undergirding the sectors, with clients including Airbus Industries (France), ESPN and Star Sports (Hong Kong) and Verizon Communications Inc. (US).

Although a relative novelty in the Maldivian legal context, Suood, Anwar and Co. has acted on almost all arbitration matters involving the Maldives. The firm’s arbitration team includes members of the Singapore International Arbitration Centre and the Chartered Institute of Arbitrators (UK) and the firm is currently drafting an Arbitration Act for the Government of Maldives which is currently being debated in the Parliament and is expected to be enacted as law during the third quarter of 2012. Suood, Anwar and Co.’s lawyers have experience and have worked on matters of arbitration in various seats under various rules.

Company: Suood, Anwar and Co. Name: Husnu Al Suood Email: suood@suoodanwar.com Web: www.suoodanwar.com Address: Level 2, Orchid Maage Ameer Ahmed Magu, Male’ 20095 Republic of Maldives.

Telephone: + (960) 3344 911, + (960) 301 3200 Fax: + (960) 3344 922

SECTOR SPOTLIGHT: The Maldives: Brighter than Ever Maldivian capital from above

Otium Group’s main focus is on the contribution to the development of the Maldives through business and innovation. Its main initiatives are Otium Pvt Ltd and Otium LLP. Otium Pvt Ltd is here to promote the advantages of investing in Maldives, for those who wish to undertake business ventures in here. The rich aquatic life and the white sandy beaches are the sole reason – many are keen on doing business in the Maldives’ tourism sector.

Among Otium Pvt Ltd’s aims is to contribute to the development of tourism, which is at the heart of the economy of the Maldives.

Many take risks in their business and investments, without any understanding or knowledge of the legal system of Maldives. The incorporation of Otium LLP is designed to provide investors and those who wish to do business with the necessary legal knowledge of doing business in Maldives.

Our areas of legal practice include providing legal assistance to companies and individuals working in the leisure industry; company law; employment law; routine tax services; business transactions and litigation.

To ensure that the values of our organization are of the best quality, we employ people with a strong moral compass. Our clients can always reach us easily. We also believe in systematic governance and the full utilization of resources. Finally, honesty, reliability and loyalty is guaranteed.

We aim to be the top group that contributes to the development of Maldives, with 100% customer satisfaction.

Innovative ideas make all our services unique and outstanding, so our clients will be ahead of the game in this competitive business environment. We conduct continuous research to ensure constant improvement in our products and services. We try to provide more than what is required by the clients. We strive to deliver excellent service at all costs. We are also strong teamwork oriented, in order to implement the best service.

Otium Company: Otium Name: Hussain Nazeer Email: nazeer@otiumco.com

Acquisition International | May 2014 | 49

SECTOR SPOTLIGHT: Greece: A New Economy in the Making

Greece: A New Economy in the Making Although previously hit hard by the global recession Greece is beginning to get its business model right and is showing the first signs of recovery with GDP expected to grow 0.6% this year. The European Commission underlined that Greece would return to growth in 2014 and much of this growth is thanks to the strong rebound in tourism which had a positive impact on the economy.

Here we get the experts’ opinion.

Dr Antonis Metaxas, founding Partner at Metaxas & Associates, a dominant law firm in the fields of energy and privatisations, explains how Greece’s increasingly stable economy and climatic advantages are paving the way for investment.

---------------------------------------------------------------------Greece’s ongoing debt crisis, which began in 2009, has been well documented. But Dr Antonis Metaxas, Managing Partner at Metaxas & Associates law firm in Athens and Lecturer of EU Law at the University of Athens, says that Greece is steadily finding its feet – under extremely difficult circumstances. “Amidst an unprecedented financial crisis, Greece has tried to progressively develop a stable macro-economic environment,” he says, “favouring the investment climate for the take up and pursue of business for national and foreign companies by simplifying licensing procedures, tax regulation and by opening the road for the privatisation of former public companies in core business areas.”

This means that Greece holds important investment opportunities and the field of companies’ formation,

50 | Acquisition International | May 2014

acquisitions and privatization of formerly state owned companies will prove flourishing, says Dr Metaxas.

Partner of the Firm, Mr. S. Kakounis, notes that Greece has a comparative advantage over some other European nations due to its geographical position with its climate favouring the development of the renewable energy sector, which has flourished until today – notwithstanding recent European Commission proposals to phase out subsidies for renewable energy producers. “[Greece’s] climate, coupled with regulatory provisions on Feed-in Tariffs, still offers an attractive field and guarantees that relevant investments will still be profitable in sectors as wind and solar energy ” says Mr Kakounis. “Same applies for the opening of the retail electricity market, following the privatisation plans of the incumbent energy company, PPC, the opening of the natural gas market, the privatisation of ex public undertakings as well as the development of the legal framework for the exploration/exploitation of hydrocarbons, a field that is expected to flourish

over the next years and will provide very important investments opportunities. Our Law Firm,” Mr. Kakounis notes, “is closely following all the regulatory and legal developments and is providing its numerous clients with targeted, comprehensive legal advice in order to assist them in their investment projects.”

Company: Metaxas & Associates Address: Asklipiou 154, 114 71 Athens Telephone: +30 210-3390748 Fax. +30 210-3390749 E-Mail: info@metaxaslaw.gr

SECTOR SPOTLIGHT: Greece: A New Economy in the Making Prof Dr Michael Paroussis is counsel at law firm Dr. Helen Papaconstantinou – J. Filias and Assoc. Founded in 1920, the firm is number one for IP Law in Greece.

With 15 attorneys it specialises also in Competition and Corporate Law, Commercial Law, Internet Law, Telecommunications, Personal data Protection and Consumers Rights.

Dr Michael Paroussis describes the current business environment in Greece.

“Nowadays the environment seems to be a goldmine for investment capital. All credit lines being practically stopped, many enterprises suffer a lot under capital flow and are guided to reduction of their activity with a parallel value loss of their assets and a serious decrease of their market value. Acquisitions are therefore cheap and profit promising, with best opportunities being seen in the real estate, tourism, transports and energy sectors. To recommend were also acquisitions of medium size companies dealing with consumer goods.”

There are, however, key challenges, as Paroussis explains: “Greece needs fresh investment capital.

After a multitude of legislative interventions in the aim to reduce the state participation in the economy, accompanied with a unique reduction of the state expenses to the detriment of public servants, pensioners and the budgets of public institutions, and finally with serious attempts to reduce bureaucracy and contributions of employers to the social funds, foreign capital is expected to invest in the country, creating new jobs mainly for younger workers and employees, who have to come up against an unemployment of 65%.

“A first public organization under the name ‘Invest in Greece’ that was created two years ago in order to attract investors and boost privatisations, has not been fruitful since acting under a climate of uncertainty with regard to the economic prospects of the country. One hopes now to have passed from the famous GREXIT to a GRECOVERY. “It is expected that Greece will gain more ground in 2015 and Paroussis tells of the activity he has witnessed so far.

“We can ascertain a big interest for investing in Greece from the part of Asian or Arab countries. China controls already the commercial port of Piraeus with the container harbour, and is active in overtaking the majority of the Athens airport. Qatar has shown its interest for big real estate projects in the area of the old airport. Even Russia is active in getting access to railway transports from Athens to the North. What we miss is the interest of western capital from countries that are at the same time the main creditors of the country, controlling even the paths and sources of any reorientation in the public debt financing.”

Company: Dr. Helen Papaconstantinou – J. Filias and associates Name: Prof Dr Michael Paroussis Email: m_paroussis@hplaw.biz Web Address: www.iplawconsulting.biz Address: Koumbari 2, GR 10674 / Athens Telephone: +30 210 3626624

Acquisition International | May 2014 | 51

SECTOR SPOTLIGHT: 2014: Growth and Trends in Relocation

2014: Growth and Trends in Relocation

by Andrea Elliott, Senior Global Immigration Counsel at Pro-Link GLOBAL, Inc. Pro-Link GLOBAL is a woman-owned, culturally diverse boutique firm specialising in global work permits, residence permits, entry visas, immigration documentation, visa management services and policy consulting services. Pro-Link GLOBAL defies borders by embracing a “one team” approach to our services with over 1,600 immigration specialists working in over 140 countries. We are focused entirely on corporate global visa and immigration services. This core focus distinguishes us from the competition and allows us to provide the best corporate immigration services which have been recognised by many industry awards.

---------------------------------------------------------------------It is an exciting time in global immigration. New research by financial consultancy Finaccord has found that there are currently a record 50.5 million expatriates in the world today, and projects that there will be 56.8 million by 2017. The economy is rebounding and corporate profits are increasing.

As companies look to move their talent around the globe they are being met with increasingly stricter immigration policies as governments look to protect their work force. Compliance is the name of the game and any company wishing to host their global talent needs to ensure that they and their staff are abiding

by FCPA regulations and UK Bribery Act Regulations amongst others. Bribery and acts of misconduct are not tolerated and governments are sending a message loud and clear that anyone to be found guilty of such acts will pay a very hefty price. As companies ramp up their desires to send their workforce abroad they need to ensure they are working with a global immigration provider that is protecting them from this perspective.

Our core function in the business of expansion into foreign markets is corporate global immigration.

Pro-Link GLOBAL absolutely embraces a policy of relocation – without it we would not be in business.

Pro-Link GLOBAL provides immigration services to corporations ensuring that their global workforce has the proper documentation to work abroad. From an immigration perspective, we support immigration services from obtaining vital records, preparing

52 | Acquisition International | May 2014

vital records for use abroad, drafting & filing work permit applications, drafting & filing residence permit applications and post arrival immigration assistance.

We also work with our clients on immigration policies and strategies that align with their company values.

Mergers and acquisitions represent a constant challenge for multinational companies. The immigration issues for companies contemplating a merger or acquisition are invariably complex. At Pro-link GLOBAL, we are fully aware of this fact and are experienced to handle such immigration issues.

When a merger or acquisition takes place, it is vital for a company’s Human Resources Department or Global Mobility team to know the impact the change in corporate structure will have on the employees being hosted or on assignment in that country.

Work permits and residence permits are based off employment and the company an individual works for. Any change in the company means that work permits and residence permits need to be either updated or new documents obtained. The employees on assignment may need to leave the country for an extended period of time and this can have a financial impact on the host company. As mergers and acquisitions take place, Pro-Link GLOBAL will be there for our clients and will provide them with the detailed and intricate support they require. We will also support our clients and our future clients with their immigration needs as they move more of their talent around the globe.

As the relocation industry grows we foresee more partnerships forming between the multiple stakeholders in the relocation process. On average there are no less than 82 touch points for the relocating assignee. All the various pieces of the relocation puzzle must work together to ensure a smooth and seamless relocation for the assignee.

Companies want to ensure that their assignees are relocated in a manner that is not only compliant with immigration regulations but also as stress-free as possible. The only way to reduce the stress for an assignee and his or her family is make sure everyone in the relocation industry knows what part they play and that one action cannot happen without or before another.

We also see the technology aspect of the industry growing. People in today’s world want technology and they want immediate responses to their questions. The stakeholders in relocation who can harness the use of mobile applications and provide immediate resolution to assignees questions are the leaders in the industry.

The need for speed, accuracy and a desire to remain complaint is not something companies are asking for, they are demanding it. The ability a relocation provider has to harness this demand will mean great success for their future.

The major advantage of corporate relocation, for any company, is utilising and tapping the potential in the current work force. It is less risky to move the current talent than it is to hire someone new. This advantage is, however, two fold. The company benefits by retaining and developing talent. The employee benefits from the experience and career growth. We move our own talent intra-regionally and worldwide to offer access to company culture close up and to broaden the perspective of the team member to embrace diversity as a key fundamental of our philosophy.

Pro-Link GLOBAL is in the business to ensure that a company’s most valuable asset, its talented workforce, has the correct immigration documents in place to relocate. The increase in corporate relocation means an increase in work for us. Pro-Link GLOBAL grows by leaps and bounds year after year in support of our corporate clients.

Company: Pro-Link GLOBAL Name: Andrea Elliott, Senior Global Immigration Counsel Email: info@pro-linkglobal.com Web Address: www.pro-linkglobal.com Address: (World Headquarters) 1813 Manatee Avenue West, Bradenton FL 34205 USA Telephone: +1 (941) 794-6461

SECTOR SPOTLIGHT: 2014: Growth and Trends in Relocation

Jacqueline Biersma is Group Sales Director at Team Relocations, a specialist relocation company headquartered in London.

-------------------------------------------------------------Team Relocations delivers integrated relocation, moving, immigration and specialised employee mobility services on a global, domestic and regional basis for many of the world’s leading multinational organisations and government agencies. These services have evolved over the last four decades in response to the needs of the firm’s clients.

As more and more companies focus once again on pursuing expansion in overseas markets, Jacqueline explains how the firm can get involved in corporate relocation.

Group Sales Director, Jacqueline Biersma, tells us more about the current business environment.

“Embracing a relocation policy is a critical part of our service delivery. To enable us to work in partnership with our clients, we have to have a thorough understanding of how their policy works. We capture exceptions to policy on an ongoing basis and report on these quarterly.

If an item occurs frequently, we would discuss with our clients whether this should become an integral part of the policy”.

“As Team Relocations delivers its services globally, it is difficult to comment on one region in particular. However, in general, 2014 began busily for Team, with increasing activity in diverse regions. For example, a group move to Manila, and increased numbers of relocations to Zurich and London, to name but a few.”

“Servicing many of the FTSE 100 corporations, we are at the forefront of industry developments, new trends and significant business initiatives.

Team Relocations, a privately-owned business, has the ability and flexibility to respond quickly and with imagination to meet these developing scenarios. A good example would be the oil

and energy sector which engages in significant scenario planning and for which Team has become recognised as a successful provider who understands how the industry and processes work, and how best our services can contribute to their short and long-term goals.”

Company: Team Relocations Name: Jacqueline Biersma Email: jacqueline.biersma@teamrelocations.com Web Address: www.teamrelocations.com Address: 54 Queen Anne Street, London, W1G 8HN, UK Telephone: +44 20 7725 0000

Acquisition International | May 2014 | 53

SECTOR SPOTLIGHT: 2014: Growth and Trends in Relocation

Bangalore-based TransWorld International is a FAIM ISO-certified packing and moving company. Since its founding in 1999, TWI has been associated with leaders in IT, engineering, automobiles, food processing, freight forwarding and the services industry.

---------------------------------------------------------------------For more than 20 years now Transworld International has offered seamless relocation solutions for people and organisations across India and the world.

Operational in over 11 locations in India, it has evolved into an all-encompassing relocation service provider with an indelible edge over the competition.

The TWI mission is to harness its growth for worldwide partnerships and emerge as a key player in the relocation industry in India. Its vision is to remain on the cutting edge of global mobility trends and best practices and share that knowledge with clients so that it remains the preferred relocation service.

Today TWI is easily distinguishable from most of the competition for its highly innovative solutions to counter the disruptions in the economy at large.

The new millennium, for instance, saw its core competencies in global mobility reinforced by allied services such as office and data centre migration, records and data management, warehouse and logistics and realty.

More recently, TWI has invested hugely in state of the art warehousing space spread over 2.32 hectares across India, and high end logistics tech parks that

54 | Acquisition International | May 2014

act as watering holes for all goods in transition. At the micro level, the TWI relocation and mobility services incorporates destination and immigration assistance that includes cross cultural orientation (inbound and outbound), visa and immigration support, school search, home search and settling, thereby creating total packages for corporate organizations and people on the move. These were innovative and measurable initiatives taken by TWI to contain the economic downturn, without moving away from its core competencies.

In addition TWI’s new initiative towards learning & development through its new division, the AGNI Leadership Centre (ALC) which provides a unique leadership program to its clients has been well accepted as a service. The leadership program, “The Sledgehammer’s Edge,” has proved hugely popular among its 500-plus blue chip corporate clients and has resulted in a growth of approximately 20% on its financial bottom lines. Incidentally, TWI is the only relocation company in India to foray into training and development offerings to its clients.

Today, India’s popularity as a favourite destination for most global companies and the recent open-door policies of the Indian government have given this industry a chance to become better organized and more professional. And here lies an opportunity. As more and more special economic zones are created and companies shift to the outskirts of cites to settle in new townships, yet another opportunity presents itself to expand business.

According to industry estimates, today the relocation sector is valued at about USD 3 billion, and is expected to grow 20% annually. However, there are key challenges faced by the industry, including the non-standardisation of services and the lack of relevant workforce training.

TWI was perhaps the first to acknowledge India as an emerging hub for global mobility, and aligned its services to the accelerated growth in the IT, industrial and manufacturing sectors, the rise of the upwardly mobile class and the demographic advantage of a young population. Its FIDI association has fuelled many more multinationals across the globe. As a member of numerous elite worldwide associations, TWI also offers top quality and security standards on a par with international benchmarks, making it the first choice among India-based relocation companies.

Company: Transworld International Name: Christy Paul (General Manager, TWI) Email: christypaul@transworlintl.com Web Address: www.transworldintl.com Address: 807, Barton Centre, MG Road, Bangalore, India 560001 Mobile Phone: +91 9844378627

Financial Lines Insurancebroker

The Dr. Ihlas GmbH is an Insurance Broker specialized in Financial Lines.

Our clients belong to the Top Companies and Financial Institutions.

We support their Inhouse Brokers, Risk Managers and Insurance Departments in Financial Lines. This is a challenging and very innovative area.

You might ask yourself, who in fact is a good Specialty Broker in the field of Financial Lines? Which kind of qualification will serve as a seal of quality, and how can that be verified? Answering these questions becomes a challenging task in Germany’s Financial Lines Market.

We offer: l Full support service concerning all Financial Lines l Complete attendance with respect to each line l Modular provision of services, as far as result oriented, definable and feasible l Cooperation, wholesale brokerage l No name service; we are taking the back seat Experience The Dr. Ihlas GmbH is specialized in complex financial risks.

We are an independent company. Our team has decades of full time experience in Financial Lines. We were already there at the very beginning of the Financial Lines Market in Germany during the middle of the 90s. We used to work for global market leaders in many years, who are leaders in Germany too.

We’ve been operating supra-regional, for Austria and Switzerland partially. We are in excellent contact with the senior underwriters and decisions-makers at the Insurers. Our underwriting experience and a former membership at the D&O task force of the German Insurance Association (GDV) are very useful. Tailor-made complex Financial Lines policies and programs are our core competence.

We are enthusiastic practitioners and specialists.

info@dr-ihlas.com

www.dr-ihlas.com Dr. Ihlas GmbH Burgmauer 68 50667 Cologne, Germany Phone: +49 (0)221 99 383 10 Fax: +49 (0)221 99 383 102 Commercial Register No.: HRB 66566 General Manager: Dr. Horst Ihlas Register No. for Brokers & Agents at the Chamber of Industry and Commerce Cologne: D-M5NM-QFC3H-04

SECTOR SPOTLIGHT: 2014’s FDI Hot-Spots

2014’s FDI Hot-Spots: Kenya Kenya’s economy is progressing well; GDP is expected to grow at an impressive 5.8% this year making it one of the fastest growing economies in Africa. Plus, with the country displaying efforts to increase trade with Ghana, Kenya is rapidly being recognised as a key market to invest in across the globe.

by Njoroge Regeru, Founding and Senior Partner at Njoroge Regeru & Company Advocates, a premier law firm offering a wide range of legal services to a wide spectrum of clients in Kenya and the region as well as around the globe. The firm is ranked among the best in the country in various publications, including Chambers Global and IFLR 1000.

---------------------------------------------------------------------Kenya has emerged clearly as one of the primary gateways to East and Central Africa due to its strategic geographical location. In recognition of this, the Government has put in place measures to facilitate the ease with which business is conducted in the Country.

In recognition of this, the Country’s ranking of ease of doing business has steadily improved.

Further, the legal and regulatory regime has been steadily reviewed in an effort to facilitate business in the country and beyond. For instance, Kenya has abolished work permit fees for nationals from any of the East African Community Partner States.

Without a doubt, the construction industry has recorded the most activity. By way of example, the Dangote Group intends to put up one of the largest Cement manufacturing plants in Sub-Saharan Africa.

This massive investment is indicative of the confidence with which foreign investors have about the market for cement in relation to the massive infrastructure projects being conducted.

Other sectors which have noticed considerable growth include the ICT industry—most Governmental agencies are adopting ICT in order to facilitate their core business and to increase their efficiency, and eventual bottom line—and mining and mineral exploration.

In terms of Kenya’s challenges, regional integration has been fraught with difficulties as some countries in the region are opposed to opening up their markets

56 | Acquisition International | May 2014

to competition from foreign firms. Political support will be crucial in order to expedite the process of integration which promises massive benefits to all the residents of the East African Community. Lately, vigorous attempts have been made to educate the residents of the region of the benefits that will accrue from opening up the region and these efforts are indeed bearing fruit. For instance, residents of the region do not need passports to cross over into neighbouring countries. This is a first step towards realization of a truly integrated East Africa.

In Kenya, we have a devolved system of Government at two levels: national and county. Each level has its own distinct duties and responsibilities but both levels are supposed to work in harmony to ensure efficient delivery of services to the citizens of the Country. This system has resulted in massive levels of investment being undertaken in the various counties in the Country. Foreign investors have the option of dealing with the respective county Governor. This has drastically reduced the level of bureaucracy that was prevalent and served as a bottleneck towards investments in Kenya.

This is a unique government structure which promises major benefits to citizens and various investors who choose to take advantage of the opportunities present in the counties. Furthermore, the Kenya Investment Authority is a one stop shop mandated to promote foreign investments in Kenya. It is a vibrant organisation which greatly assists foreign investors to get into the Kenyan market.

Other than infrastructure, Kenya has several factors that provide a climate conducive to doing business.

These include availability of power, water and raw materials which are especially critical in the manufacturing sector. For the services industry, Kenya boasts reliable airline connections, fast internet

connection and a deep pool of skilled talent. Kenya also has one of the world’s youngest populations, with a median age of 18.8 years – meaning that about half the population is below 18. This population trend is projected to produce a highly energetic, productive and consuming workforce and a low dependency ratio. This in turn is expected to spur Kenya’s economic growth in line with Kenya’s Vision 2030, a government blueprint aimed at transforming Kenya into a middle status economy by the year 2030.

Other key factors include a stable macro-economic environment buoyed by recent stabilisation and reduction of interest rates, a strong private sector, investments in ICT, and relative political stability in the region. Nairobi is also positioned as the nerve centre of the East Africa region, with an estimated middle class of 30 million and an aggregate population of about 130 million. The country is also deepening reforms in the financial services sector.

These are indeed exciting times for doing business in Kenya, and by extension, the entire East African region and beyond.

Company: Njoroge Regeru and Company Advocates Name: Njoroge Regeru Email: info@njorogeregeru.com Web Address: www.njorogeregeru.com Address: Arbor House, Arboretum Drive.

P.O. Box 46971-00100 Telephone: (+254) 0722 206884/ 0733 608141

SECTOR SPOTLIGHT: Real Estate: Emerging Trends in 2014

Real Estate: Emerging Trends in 2014

by Sarah Knight, partner at Misick and Stanbrook, the largest law firm in the Turks and Caicos Islands. The firm provides a broad range of legal services to its clients, with a dedicated team of attorneys and support staff dealing in property and property-related legal work.

---------------------------------------------------------------------The real estate market in the Caribbean in general, and the Turks and Caicos in particular, has still not recovered fully from the global economic crash.

Our real estate market depends heavily on overseas investors, and as such we are very much behind the curve of those overseas economies. As they improve, so does our economy, although generally there is a lag time between the two. We have seen encouraging signs in the last 12 months and expect this to continue.

We offer a broad range of legal services to our clients.

In relation to real estate, we act for purchasers, sellers, developers, hotel management companies and institutional lenders. We have a very experienced team of professionals at the disposal of our clients and are in a position to draw on that experience to meet our client’s needs. It would be safe to say that there is no aspect of real estate work that we have not encountered in the past and our philosophy is to provide the best service and the quickest turnaround in the business.

We work closely with professionals in all aspects of real estate acquisition and development such as realtors, banks, architects, engineers and surveyors as well as private clients to ensure that we are at the leading edge of referrals for new business. We are members of several international legal associations such as Lex Mundi and Terralex from which we draw referrals for new cross border business. Our client base and our existing relationship with professionals both at home and overseas generate a significant amount of business for Misick and Stanbrook.

For the Turks and Caicos Islands, the most important factor regarding the improving economy is the likelihood that new development will start to take off here. Already, a number of sites that were slated for significant development that failed as a result of the economic downturn have been acquired by new owners. Development of these sites is due to commence in the next 6 to 12 months and this will have a dramatic effect on the construction industry and economy as a whole. The inevitable increase in the international profile of the Islands as these developments commence will bring further interest from prospective investors and demand for new and existing homes and condominiums. That in turn is likely to drive prices upwards.

Company: Misick and Stanbrook Name: Sarah Knight Email: sarah@misickstanbrook.tc Web Address: www.misickstanbrook.tc Address: Richmond House, P.O.Box 127, Leeward Highway, Providenciales, Turks and Caicos Islands, British West Indies Telephone: +1(649) 946-4732 & (4733)

Acquisition International | May 2014 | 57

SECTOR SPOTLIGHT: UAE Healthcare Foreign Direct Investment: The Regulatory Framework

UAE Healthcare Foreign Direct Investment: The Regulatory Framework The healthcare sector in the UAE is set for exponential growth and there is a growing trend for public-private partnership, which augurs well for private investors within the sector. Several reports indicate that the healthcare market will reach the AED 4 billion mark by 2018. Private domestic and foreign investors are increasingly looking at investment in hospitals, specialist clinics, ancillary services and pharmaceuticals.

We as a firm have recently seen an upsurge in the number of enquiries and proposals within the healthcare sector. Foreign investors in the healthcare sector need to navigate several regulatory authorities at the federal and emirate level. The key regulatory authorities within the healthcare sector are the Ministry of Health (“MOH”), Dubai Health Authority (“DHA”) and Health Authority of Abu Dhabi (“HAAD”). The regulation of the healthcare sector by the different regulatory bodies at the federal and Emirate level brings with it a certain level of complexity. The MOH oversees the licensing and operations of healthcare professional and establishments in the Northern Emirates, whereas DHA and HAAD have the authority in Dubai and Abu Dhabi respectively. The Dubai Healthcare City (“DHC”) has been established as Free Zone allowing for 100% ownership by the foreign investors.

The federal laws and the law of the Emirate determine the corporate structure and investments permitted for the private domestic and foreign investor within the sector. For instance, the pharmaceutical sector is dominated by multinational company imports. Only licensed medical stores and pharmacies may import pharmaceutical products into the UAE, which in turn can only be owned by a UAE national.

Dubai Health Insurance Law no. 11 of 2013 came into effect in 2014 and in principle creates a system wherein it is mandatory for the employer to have an employee healthcare insurance in place. This will increase healthcare to 100% level from the current 35-40% levels, which in turn will increase the demand within the healthcare sector.

Company: Galadari, Advocates & Legal Consultants Name: Manish Narayan, Senior Associate Email: info@galadarilaw.com Web: http: www.galadarilaw.com Address: P.O.Box: 7992 Dubai - UAE Telephone: +971 4 3937700 Fax: +971 4 3937755

Acquisition International | May 2014 | 59

SECTOR SPOTLIGHT: The Gaming Industry: A Global Phenomenon

The Gaming Industry: A Global Phenomenon

by Andrew McMillan, a partner and head of the TMT sector group at Simmons & Simmons LLP and William Corbett, an associate at Simmons & Simmons LLP.

in Croydon (one of six London boroughs offering a subsidy to help smaller companies upgrade their broadband speed).

Simmons & Simmons is a leading international law firm with more than 800 legal staff in 22 offices situated in key business and financial centres across Europe, the Middle East, and Asia.

The most valuable company to emerge from the recent high-tech boom is King, which reported 2013 revenues of USD 1.9 billion. Although the share price dipped following its recent IPO on the New York Stock Exchange, the company was still valued at more than USD 7 billion.

The firm’s internationally-recognised TMT practice is a multi-disciplinary group of lawyers with specialist skills covering all aspects of the TMT sector.

---------------------------------------------------------------------The gaming industry is well established in London and the UK more widely. The UK is Europe’s largest video game market and the third largest in the world – 2012 revenues of USD 5.2 billion, with a total of 33.6 million gamers. The UK has the biggest developer base in Europe, and is home to 48 of the world’s 100 most profitable development studios, employing over 7,000 people in computer games development and publishing. In 2009 the profits of the UK games industry exceeded that of the UK film industry for the first time, with famous franchises including Grand Theft Auto (the world’s best-selling video game in 2013 amongst other years), Tomb Raider and more recently Candy Crush Saga (the most popular game on Facebook) and Moshi Monsters.

London can exploit its strength as a global financial centre, the largest source of private equity funding outside the US and Europe’s largest centre for earlystage funding. While the UK government and others have been promoting Shoreditch as London’s Tech City (aka Silicon Roundabout, the third-largest technology start-up cluster in the world after San Francisco and New York City), London’s gaming industry is not concentrated in one neighbourhood. King is based near Bloomsbury and VideoGamer (Europe’s largest independent video gaming reviews website) is based

60 | Acquisition International | May 2014

Cosmopolitan London can also provide a wide range of high-tech expertise. At the age of 17, Demis Hassabis was one of the creators of the hugely successful Theme Park simulation game; a decade later he had moved to academia to focus on neuroscience and the development of artificial intelligence technology; two years ago he left to found DeepMind, which was recently acquired by Google for £300 million. Mark Zuckerberg has described virtual reality as “the next major computing platform”, spending USD 2 billion on virtual reality start-up Oculus Rift.

The recent London Book Fair 2014 saw game companies exhibit for the first time. This development could help London and the UK capitalise on strengths in other media sectors. Publishers already work closely with the film industry, with many of the most successful films being based on books. The Book of Spells, a computer game linked to the Harry Potter franchise, was a recent cross-over example. However, the games industry has long had links with the film industry, with George Lucas establishing Lucasfilm Games (now LucasArts) in the early 1980s, and Resident Evil and Prince of Persia among the more successful moves in the opposite direction.

Shoreditch-based Mind Candy has shown how games can cross-over into music and other media, partnering with Sony to distribute Moshi Monsters Music. In

November 2012 their debut album Moshi Monsters Music Rox reached gold in the UK (100,000 sales) and number four in the charts. In 2012 Moshi Magazine became the UK’s top-selling children’s monthly magazine and in 2013 Mind Candy announced that Moshi Monsters had become the number one licensed property in the UK, with merchandise including toys, books, membership cards, trading cards, Top Trumps and plush toys.

The increased visibility of the industry resulted in the UK government recently introducing games tax relief (following EU competition clearance) to encourage the development of culturally British games, providing similar benefits to the longer-standing UK film tax relief (last year extended to animation and the production of “culturally high-end” TV).

Company: Simmons & Simmons LLP Name: Andrew McMillan and William Corbett Email: Andrew.McMillan@simmons-simmons.com and William.Corbett@simmons-simmons.com Web Address: www.simmons-simmons.com Address: Citypoint, One Ropemaker Street, London, EC2Y 9SS Telephone: 0207 628 2020

SECTOR SPOTLIGHT: Aviation Insurance: Managing Risks through Innovation

Aviation Insurance: Managing Risks through Innovation

Bile-Aka, Brizoua-Bi & Associés is an international law firm based in Abidjan, Cote d’Ivoire with a team of more than ten lawyers.

The firm’s main practice areas include corporate law; foreign direct investment projects; banking and finance; infrastructure projects; mining, oil and gas; mergers and acquisitions; labour law; intellectual property; taxation; telecommunication and new technologies; international trade and litigation and arbitration.

In order to distinguish itself from the completion, and because of the regional integration and the harmonisation of the business law with the adoption of the OHADA Treaty, the firm has designed a strategy in order to fully respond to the challenges of this new legal framework common to francophone countries of Africa.

The firm has a presence in all francophone Africa countries via a network of associated local firms, including the Democratic Republic of Congo.

----------------------------------------------------------------The current business environment in the West Africa region today is becoming more and more friendly to investors. This is because the business start-up process is being reformed, offering tax and duties cuts to new investors, renovating existing infrastructures and building new ones. The outflow of currency to countries outside the West African Economic and Monetary Union zone is subject to verification based on the submission of supporting documentation.

In the specific case of the Ivory Coast, the government has adopted a new mining code which is more attractive for investors and take in account the environmental protection. The Ivory Coast has also adopted a law on the protection of personal data as to their processing and transfer.

involved in aviation. Aviation insurance policies are distinctly different from those for other areas of transportation. Policies tend to incorporate aviation terminology, as well as terminology, limits and clauses specific to aviation insurance.

Aviation insurance is divided into several types of insurance coverage available. Firstly there is public liability insurance. This coverage—often referred to as third party liability—covers aircraft owners for damage that their aircraft does to third party property, such as houses, cars, crops, airport facilities and other aircraft struck in a collision. It does not provide coverage for damage to the insured aircraft itself or coverage for passengers injured on the insured aircraft. After an accident, an insurance company will compensate victims for their losses, but if a settlement cannot be reached then the case is usually taken to court to decide liability and the amount of damages. Public liability insurance is mandatory in most countries and is usually purchased in specified total amounts per incident.

Passenger liability, on the other hand, protects passengers riding in the accident aircraft who are injured or killed. In many countries this coverage is mandatory only for commercial or large aircraft.

Combined Single Limit, or CSL, combines public liability and passenger liability coverage into a single coverage with a single overall limit per accident. This type of coverage provides more flexibility in paying claims for liability, especially if passengers are injured, but little damage is done to third party property on the ground.

The key challenges for our region’s economy are corruption and a lack of adequate infrastructure. These challenges can be re resolved through foreign and local investment and reduction of poverty.

Ground risk hull insurance not in motion is another type of aviation insurance. It provides coverage for the insured aircraft against damage when it is on the ground and not in motion. This would provide protection for the aircraft for such events as fire, theft, vandalism, flood, mudslides, animal damage, wind or hailstorms, hangar collapse or for uninsured vehicles or aircraft striking the aircraft. The amount of coverage may be a blue book value or an agreed value that was set when the policy was purchased.

Aviation insurance is insurance coverage tailored specifically to the operation of aircraft and the risks

Ground risk hull insurance in motion is similar to ground risk hull insurance not in motion, but provides

coverage while the aircraft is taxiing, but not while taking off or landing. Normally coverage ceases at the start of the take-off roll and is in force only once the aircraft has completed its subsequent landing. Due to disputes between aircraft owners and insurance companies about whether the accident aircraft was in fact taxiing or attempting to take-off this coverage has been discontinued by many insurance companies.

Finally, in-flight coverage protects an insured aircraft against damage during all phases of flight and ground operation, including while parked or stored. Naturally, it is more expensive than not-in-motion coverage since most aircraft are damaged while in motion.

To overcome the costly problem of fraud, businesses can put in place measures that will permit to authenticate the claims of the client in order to prevent fraud. They should make sure that the claim exists and is within the policies of the insurance.

Within the insurance industry fraud can be a big issue.

For example, senior managers at Air Zimbabwe were revealed earlier this year to have defrauded the airline out of USD 11 million by inflating premium. This may lead to bankruptcy for the airline.

Therefore, when we meet clients of the aviation insurance, we advise them of the risks fraud can cause to their businesses and their reputation and of the possible steps they can take to prevent them.

Bilé-Aka, Brizoua-Bi

& Associés

Company: Bile-Aka, Brizoua-Bi & Associés Name: Joachim Bile-Aka Email: joachim.bileaka@bilebrizoua.ci Web Address: www.bilebrizoua.ci Address: 7 Boulevard Latrille, Abidjan-Cocody Telephone: +225 22 40 64 30

Acquisition International | May 2014 | 61

SECTOR SPOTLIGHT: Aviation Disputes in India: Flying Uncharted Skies

Aviation Disputes in India: Flying Uncharted Skies The civil aviation sector has the potential to become the cornerstone of efficient trade and commerce in India. However, dispute resolution involving players from the aviation industry is still at a very nascent stage in India, with very few disputes being addressed before courts.

Most matters are resolved or settled by mutual negotiations or before relevant regulatory authorities, depending on the nature of the dispute. Moreover, there is a clear absence of specialized dispute settlement fora or agencies set up expressly for the purpose of adjudicating on civil aviation disputes.

The aviation team at AZB & Partners (AZB) works closely with the firm’s litigation team to provide holistic advice and end term solutions. Our experience extends across the full spectrum of dispute resolution, transactional and regulatory work in the aviation sector. We have handled cases of airline insolvencies and default in payment of lease rentals by air operators, and have advised on repossession strategies, including self-help remedies, court orders, cross-border enforcement strategies and arbitration.

Since 2007 the aviation industry has been fraught with stress, stemming in part from the global financial crisis, and partly on account of Indian airline companies’ own implosion. The last few years have seen several repossessions (the vast majority of which have been with the co-operation of Indian operators), some reasonably high-profile regulatory tussles with Directorate General of Civil Aviation (DGCA) and customs and service taxrelated scrimmages with tax authorities.

We have assisted on both mutual and hostile deregistration of several aircraft, litigation strategizing for foreign lenders, disputes-related advisory and execution of foreign decrees in India.

We are currently representing an aircraft engine manufacturer in liquidation proceedings instituted against the promoter of an airline. The liquidation was triggered by failure of the promoter to honour its obligations under corporate guarantees executed in favour of our client. We are also defending a suit brought by the promoter against our client claiming damages.

Such disputes have touched upon a range of complex issues including India’s obligations under the Cape Town Convention (which was intended to standardize transactions involving movable property), private international law, bankruptcy and taxation.

Though ratified in 2008, the Cape Town Convention is still not effective in India, as there has been no local enacting legislation passed in the country. AZB is a part of the Aviation Working Group and will be involved in discussions with the Government of India and the Ministry of Civil Aviation (MOCA) for

62 | Acquisition International | May 2014

implementing the Cape Town Convention in India.

The MOCA is also planning to formulate a new policy concerning de-registration and repossession of aircraft, proposing to incorporate major international conventions such as the Cape Town Convention, and aiming to give aircraft lessors the first right over creditors to repossess aircraft.

Furthermore, in February 2014 MOCA circulated a consultative paper for stakeholder comments regarding the setting up of an ombudsman for the civil aviation sector in India as an effective mechanism for dispute resolution and providing a window for redressing grievances in relation to passengers, airlines and airports.

With potential legislative uncertainties around the corner, the year 2014 could bring a fresh wave of change to aviation-related disputes in India.

Company: AZB & Partners Name: Samir Gandhi Web: http://www.azbpartners.com/

SECTOR SPOTLIGHT: Sustainability: Mitigating risks and creating value in M&A

Sustainability: Mitigating risks and creating value in M&A

By Craig Carson, Partner, ERM ----------------------------------------------------------------ERM supports our clients to manage environment, health & safety, social and process safety (sustainability) aspects of their businesses. We deliver innovative solutions to minimise compliance risk, improve corporate reputation and maximise earnings. Sustainability is at the heart of the services we provide and how we operate our business.

Our strategic focus on key industrial sectors (including oil and gas, mining, power and chemicals) cultivates deep knowledge of managing the challenges faced by these sectors. We apply this expertise, supporting clients seeking to: • • • • •

Buy or sell assets Enter new markets and geographies Partner with third parties e.g. joint ventures Obtain funding from third parties Finance major capital projects

Every transaction is different and ERM tailors our approach to focus on those sustainability aspects considered to be material in any particular transaction. Our assessments consider the backward looking liability assessments and also look forward to establish opportunities which may exist, e.g. from cost savings or improved access to markets.

ERM’s experience tells us breakdowns in M&A occur when the due diligence does not focus on what is required to succeed in the future. We identify significant risks and opportunities relating to sustainability aspects which are outside of the traditional environmental scope of work, e.g. availability of resources, permitting for expansion, governance, and climate change.

We find there are external drivers encouraging our clients to consider these same broader sustainability aspects as part of their due diligence: •

•

•

Private equity houses are responding to pressure from Limited Partners to consider Environment, Social and Governance (ESG) aspects associated with Responsible Investment initiatives such as the UN PRI Strategic buyers, particularly in those in the Oil & Gas, Power and Chemicals sectors, see managing sustainability as the means for them to maintain their Social Licence to Operate Financing parties are requiring broader sustainability aspects to be considered as they expand the application of Equator Principles III in their businesses

to beyond Project Finance and Project Finance Advisory services.

ERM considers our due diligence offering as a tool for clients to maximise value throughout the lifecycle of their investments. We help to create value by supporting clients to understand the implications of their strategic decisions e.g. entering new markets or geographies; and then quantifying the risks and opportunities associated with the planned investments via a robust and focused due diligence process. Once businesses are acquired we help our clients capture value by optimising the performance of the business through effective integration and by consistently managing risks and opportunities. Managing appropriately the retirement or divestiture of assets helps our clients protect the value they have created.

The transparent disclosure of sustainability information by vendors is one of the keys to the successful completion of a deal. Such aspects are particularly important as buyerfunding becomes a sensitive issue with lending banks developing a low appetite for risk in the current financial climate. In ERM’s experience, engaging a third-party to undertake sell-side due diligence early in the sale process brings value to the vendor by: • •

• •

If we take the Oil & Gas sector as an example, research and ERM’s experience indicate some of the world’s largest oil and gas projects are delayed because sustainability is not being effectively mapped between a company’s objectives and stakeholder priorities.

• • •

Therefore transactions need to demonstrate they are sustainable, from frontier exploration in some of the world’s most challenging environments to downstream refining and distribution. If an operator is to obtain and retain the necessary social licence to operate, it must demonstrate (and continue to demonstrate) how their activities meets the sustainability objectives of regulators and other stakeholders.

ERM’s due diligence support is designed to address stakeholder expectations (and concerns) and support operations through the planning and permitting process.

It can equally be applied to the early stage of a new project or existing operations that may have run into problems, the aim being to show how a company will meet expectations and address concerns through what it is proposing.

•

Presenting an independent assessment of sustainability management and performance Managing the interface between management and buyers to minimise disruption to day to day operations Providing buyers with a common framework and understanding of the sustainability aspects Ensuring your sustainability-related financials are reasonable and justifiable Resolving or managing issues before buyers discover the problems on their own during the process Managing the process including timing around disclosure of pertinent issues Exerting greater control in the contract negotiation process Ensuring the business/ site(s) is sold ‘with knowledge’

In conclusion, undertaking sell-side due diligence provides you as vendor with the ability to remove any uncertainty or surprises, realise maximum price and avoid expensive delays.

ERM’s approach to due diligence ensures sustainability aspects are identified and managed consistently and comprehensively across the investment by identifying, managing and mitigating these risks as early as possible in the relationship with the lifecycle of the assets. The approach aims to inform the growth strategy to create value, then operate the business to capture that value, and then maintain value through structured vendor due diligence.

While such an assessment is not a legal requirement it can and does speed up the permitting process, helping to build relationships on the ground, improve internal and external communications and reduce costly delays. By addressing issues early, it can remove major obstacles to permitting approval.

A rigourous approach to due diligence on acquiring a business will enable the new owner to manage risks and opportunities consistently and establish clear performance metrics to capture the value of the investment.

Company: Environmental Resources Management Name: Craig Carson, Partner Email: craig.carson@erm.com Web: www.erm.com Phone: +44 203 206 5224 / +44 7711 078 056

Acquisition International | May 2014 | 63

SECTOR SPOTLIGHT: Mitigating Environmental Risks in M&A

Mitigating Environmental Risks in M&A

Hans Nieuwenhuis, senior consultant at Netherlands-based consulting and engineering company Tauw, offers advice on how companies seeking merger and acquisition opportunities can build an effective strategy to solve environmental risks.

----------------------------------------------------------------Companies seeking merger and acquisition opportunities across the globe are today being faced with ever-growing, and stricter, environmental liability systems.

Environmental liabilities include a wide range of perils. Contamination; hazardous waste; toxic chemicals in water, air or on land, asbestos: identifying these pitfalls, and then building an effective an effective approach on how to handle these environmental liabilities, is an extremely important part of the M&A process.

According to Hans Nieuwenhuis, senior consultant at consulting and engineering company Tauw, to successfully mitigate environmental risks in M&A

64 | Acquisition International | May 2014

one must first of all identify those environmental risks.

“Next comes an approach on how to solve such risks and issues,” Nieuwenhuis continues, “by technical means, through insurance, through warranties and indemnities and so on.”

Current transaction practice requires greater due diligence, says Nieuwenhuis, while also retaining firmer control of transaction costs. “This means that the due diligence process has to be tailored to the transaction phase and on materiality considerations.”

Each type of industry has its own distinct environmental issues, says Nieuwenhuis. “We will always discuss an appropriate scope of work, fitting to the type of industry, the number of assets, and the suggested materiality threshold.”

Contrary to other types of due diligence, environmental due diligence requires site visits,

says Nieuwenhuis. This is vital in order to check that the practice matches the theory (for example, is the storage of hazardous substances in accordance with the permit requirement?)

Ultimately, Nieuwenhuis says, “Proper understanding of industrial processes, fast mobilisation, worldwide capabilities and timely reporting are key to servicing the M&A industry.”

Company: Tauw Name: Hans Nieuwenhuis Email: hans.nieuwenhuis@tauw.nl Web Address: www.tauw.com Address: Handelskade 37, 7417 DE Deventer, Netherlands Telephone: +31 570 699829

SECTOR SPOTLIGHT: EU Merger control in the European chemicals industry: friend or foe?

EU Merger control in the European chemicals industry: friend or foe?

In the European Union (EU), merger control is a key consideration for parties to transactions and can make or break attempts to rationalise and restructure.

Indeed, two of the six ongoing in-depth EU merger control investigations relate to chemicals mergers.

The standard competition concern in these cases is that the merged undertaking will have a high market share at a point in time and that there are few proximate EU competitors, such that the merged business could profitably raise prices. However, EU merger control enforcement is often criticised (certainly from a business perspective) for not being forward-looking and at best poorly adapted to commercial reality. This tension has come to the forefront as the EU chemicals industry seeks to restructure in the face of growing US, Middle East and Asian competition fuelled by access to materially cheaper energy and labour, and in some countries less costly environmental regulation. As never before, the question of whether EU merger control is fit for its purpose, or to put it more emotively, is “friend or foe” to the EU chemicals industry is being asked. We identify in a non-technical manner below, a number of market issues that regulators will need to address and where a more commercially realistic approach is being pushed for.

Market intelligence agencies foresee that 2014 will be a year that will spark chemical mergers and acquisitions globally. This is likely to be the case particularly in the EU, where the commercial realities outlined above drive companies to revisit the structure of their operations in order to remain competitive in the face of the growing penetration of cheaper imports. It is against this backdrop that the approach to merger control must be judged.

It is uncontroversial to state that the EU chemicals industry is, generally speaking, in a difficult position, faced with high operating costs, excess capacity, reduced demand, low margins and increasing competition from imports. Yet regulators have a tendency to view the industry’s predicament as temporary and due to the “cyclical” nature of chemicals, with the prospect of recovery in the next upturn of the cycle.

There is a danger that regulators adopt an over-static and historically based view of the chemicals market.

For example, a view that minimises or disregards the full impact of major developments, such as the energy cost reductions and capacity increases built upon the shale gas and fracking techniques in the US, the vast expansion of chemicals production capacity in the United States or the preparation of EU import and terminal infrastructure to handle and rely upon bulk foreign imports. Perhaps self-evidently, it is easier to rely upon existing hard economic data (i.e. the historical context of a market and historically high EU market shares) than the evolving future position, but this manifestly risks failing to take account of the “elephant in the room”.

The question of chemicals imports into the EU is closely related to the changing market dynamics and the shifting of the traditional tectonic trade plates.

There is a clear tendency for regulators to prioritise competition from competitors who are EU based, on the basis that they enjoy lower transport costs and can offer superior security of supply. However, this approach potentially disregards or underplays the fact that non-EU players can and increasingly will supply EU based customers given the investments that are being made in storage and port facilities and that they can offset transportation costs by lower operating costs and access to cheaper labour. In the context of many chemical plants, selling products internationally so as to achieve high capacity utilisation is much more important than minimising transport costs. Again, merger control must take account of the changing dynamics and where appropriate give due weight to the constraints of non-EU based competition.

With the changes in global market dynamics, a natural expectation might be that geographic markets for merger assessment purposes would be getting wider.

However, regulators have not only been generally reluctant to find global markets in chemicals (pushing parties to vast quantities of forensic proof), they have even found narrower sub-regional markets (e.g.

Northern Europe, East Europe, etc.) based on factors such as the perceived “catchment radius” of the relevant plants and the prejudices of customers. While one cannot generalise in a fact free context, there is a concern that a failure to take due account of the wider changing market dynamics is feeding into narrower geographic market definitions, which then set up a basis for a very narrow application of EU merger control.

Given the challenges facing the EU chemicals sector, one might have expected that efficiencies would be acknowledged increasingly as a basis for merger clearance. Indeed, in current and prospective market conditions, consolidation may ultimately preserve an EU chemicals manufacturing base and consumer choice that otherwise would be lost. The reluctance of regulators to take account of efficiency claims in mergers is not new. The parties must demonstrate that the efficiencies, which they claim will likely arise from the proposed operation, are merger specific and verifiable and that they will benefit consumers (this last requiring a sufficiently high level of competition to ensure that the merged entity is obliged to pass on the efficiencies).

20 years ago, the EU chemicals industry held top spot in the world, representing 35% of the world’s chemical sales, whilst today, this share has been halved and top billing has been lost to Asia and in particular, China. While in no manner suggesting that merger control can , or ever should, be used to champion EU industries , it must at the same time be sufficiently attuned to the changing dynamics of the chemicals markets, in particular the revolution in energy costs, the competitive threat from low cost producers and the increasing investment in import infrastructure and storage that will make long supply chains viable and manageable, if it is to do its job effectively. It is this process of adjustment that ultimately will determine whether the EU merger control is fit for purpose, or “friend or foe”.

Company: Mayer Brown Name: Kiran Desai Email: KDesai@mayerbrown.com Web: www.mayerbrown.com Address: Avenue des Arts 52 Brussels 1000, Belgium Telephone: +32 2 502 5517 Fax: +32 2 502 5421

Acquisition International | May 2014 | 65

SECTOR SPOTLIGHT: Introducing 2014’s Most Regarded Litigators

Introducing 2014’s Most Regarded Litigators AI catches up with some of the most highly regarded litigators across numerous jurisdictions to find out what makes them a cut above the rest.

Storch Amini & Munves PC is a litigation boutique devoted to guiding clients through their business disputes. Their mission is to aggressively and strategically bring cases to the earliest possible conclusion by devising and implementing innovative solutions that fulfill clients’ needs and goals.

state jury trials, arbitrations and other alternative dispute resolution processes. He has appeared in federal and state courts across the nation and arbitration proceedings internationally. As lead trial counsel, he has obtained significant jury verdicts and arbitration awards on both sides of the caption.

Storch Amini & Munves specializes in complex business litigation, practicing in state and federal courts throughout the country. The firm has extensive trial, arbitration and mediation experience, and its skilled attorneys know the inside of a court or hearing room. Their seasoned litigators offer clients hands-on, personalized attention. And, the firm’s commitment to state of the art technology and information management allows the team to handle complex commercial and bankruptcy litigation from beginning to end on a cost efficient basis.

Mr. Storch has represented clients, both as plaintiffs and defendants, in corporate control disputes, intellectual property litigation, commercial real estate litigation, including lender liability disputes, and complex business disputes involving allegations of professional malpractice against lawyers and accountants, breach of contract, breach of fiduciary duty and tortious interference with business relations. He has also represented businesses and individuals in cases under federal securities laws, the Racketeer Influenced Corrupt Organizations Act, the Lanham Act, ERISA, and in actions involving allegations of accounting and financial fraud.

Steven G. Storch is an executive officer and co-founding principal of the firm. Mr. Storch has represented a wide range of clients in federal and

66 | Acquisition International | May 2014

Mr. Storch has been named in the New York Super Lawyers listing each year since 2007, a distinction awarded to only five percent of the attorneys in the New York metropolitan area. He also holds the highest Martindale-Hubble peer review rating of AV.

Company: Storch Amini & Munves PC Name: Steven Storch Email: sstorch@samlegal.com Web Address: www.samlegal.com Address: 2 Grand Central Tower, 140 East 45th Street, 25th Floor, New York, NY 10017, USA Telephone: +1 212 490 4100

SECTOR SPOTLIGHT: Introducing 2014’s Most Regarded Litigators James Rosenblum is Partner at Rosenblum Newfield, LLC, and has more than 30 years of experience doing civil litigation in New York and Connecticut, with a concentration of medical and healthcare liability.

-----------------------------------------------------------He comments: “Litigation is relatively recession proof. When the economy slows, litigation is likely to increase. Cases also take years to resolve, and therefore are less affected by economic peaks and valleys. Clients are cost-conscious, but this is always true, so that economic trends do not affect the need to conduct litigation in an efficient, cost-effective way, recognising, of course, that some aspects

of litigation (substantive research, legal research, and cost of experts), are difficult to limit in any meaningful way simply on the basis of cost. “

Marco Rubino / Shutterstock.com

Rosenblum Newfield LLC

Company: Rosenblum Newfield LLC Name: James Rosemblum Email: JBR@JBResq.com Web Address: www.RosenblumNewfield.com Address: One Landmark Square, Stamford, Ct 06901 Telephone: +1 203.358.9200

Acquisition International | May 2014 | 67

SECTOR SPOTLIGHT: Tunisia: A Success Story?

Tunisia: A Success Story?

After undergoing huge alterations over recent years, Tunisia is now revitalised and ready to charge ahead. With GDP anticipated to grow nearly 1% more than 2013, now marks the time for foreign investors to flourish in to the huge market available. With such a robust economy, the region must not be overlooked this upcoming year.

Here we explain why.

by Hedia Kedadi, a business lawyer and managing director at Cabinet Avocat Kedadi in Tunis.

----------------------------------------------------------------Tunisia is an ideal platform for business. It enjoys a strategic geographical situation, with excellent access to Europe (there are 1,435 flights between Tunisia and Europe every week), but also to the Sub-Saharan Africa region.

Infrastructure growth can be seen in the development of approximately one hundred industrial zones, and the government has pledged major investment to improve roads. One should mention the Technopole science and technology park in Monastir, on Tunisia’s central coast. The park is targeted to the textile industry, and includes a fashion institute and business incubator.

Tunisia’s natural resources are not essentially oilbased, and gas, phosphate, minerals and agriculture represent positive results and future challenges.

Industrial activity is mainly based on IT, automotive industry, car components, cycles and motorcycles, agro-industry and textile manufacture.

The private sector in Tunisia is performing well, and there are 1,300 European companies established.

They have been attracted by the rather skilled workforce—scientists and engineers—and fiscal incentives, especially in the free trade zones of Zarzis and Bizerta. Companies which export manufactured goods enjoy a total exemption on the profits tax for ten years, and a state subsidy for employer social security contributions. Some other incentives are granted to investors who decide to settle their plants in development regions. Another asset is that production costs are renowned to be low.

Foreign trade opportunities are supported by the Free Trade Agreement signed with the European Union and Turkey; an Arab Mediterranean Agreement has been entered into as well, and there should be very soon other regional opportunities with neighbouring countries, namely Algeria.

Since 2011, we have seen the dawn of a new democracy, with an active civil society. As such, enterprises have had to increase wages in most cases. Companies are more aware of their social responsibility, and also endeavour to respect the environment. Press freedom allows for investigations into cases of corruption, and business practices are compelled to become more transparent.

Cabinet Avocat Kedadi Company: Cabinet Avocat Kedadi Name: Hedia Kedadi Email: attorney.kedadi@gmail.com Address: Cité Lac les Pins, Immeuble Laguna Square - Bloc D, Apt 115, 1053, Tunis, Tunisia Telephone: +216 71 268 060

Acquisition International | May 2014 | 69

SECTOR SPOTLIGHT: Malta: An International Investment Hub

Malta: An International Investment Hub Insurance Gems: Look out for SPV’s in Malta Securities and business associate at PKF Malta Dr. Marilyn Mifsud introduces us to useful and beneficial insurance vehicles, and Malta as an insurance domicile.

In a sea of uncertainty, one cannot but thank heavens, for the use of SPVs in the insurance sector. This novelty has blazoned the trail for new legislation whereby, risk transferring through reinsurance contracts has been widely recognised as an advantageous way forward.

The payment of a premium for this valuable benefit is deemed an idyllic solution to eliminating unwanted risks. The SPV in turn issues bonds or notes to the capital market to fund itself, thereby benefitting the insurance industry significantly and squaring the circle. 1 Welcome at this junction, the birth of reinsurance special purpose vehicles, which come shrink wrapped in regulations that only entered into force late last year – 27 December 2013. This is a milestone development in Malta - a jurisdiction geared up to meet the ever complex requirements of modern age insurance risks.

The Malta financial services authority (MFSA) issued the regulations which signify a tangible totem pole for Malta to the Solvency II compliance regime. These regulations were envisioned to act as a foundation stone for growing erudition in the industries of catastrophe bonds, longevity risk transfer, insurance sidecars, collateralised reinsurance and other insurance risk securitisation transactions in Malta.

All this mirrors the reinsurance directive and the Solvency II directive, where under both one meets with the implementation of a working regulatory framework for SPV in insurance. This is advocated under the former and actually required under the latter. 2 Having these regulations means that once again, as was the case with legislation on PCC and ICC that Malta has succeeded in beating the constraints of time, and succeed in overcoming the legislative compliance pressures to adopt PSVP regulations that came into force ahead of the Solvency II regime.

Simply put, an SPRV is set up as a company incorporated in Malta, and as all others is subject to corporation tax in respect of its worldwide profits at the standard tax rate of 35%. However, upon distribution of such profits, the shareholders of the SPRV should be entitled to a refund of part of the Maltese tax suffered on such distributed profits. The standard tax refund (payable within two weeks of application) amounts to six-sevenths of the Maltese tax suffered on the distributed profits, resulting in an

effective minimum Maltese tax burden of around 5%, post-distribution of profits and post-tax refund.

An SPRV is to be fully funded at all times to the maximum aggregate exposure under the risk transfer contract. In this regard, claims of debt holders and investors providing financing to the SPRV are to be subordinated to the claims of the ceding undertaking in terms of the risk transfer contract. The assets of an SPRV are to be valued in accordance with generally accepted accounting principles and practice, while the proceeds of the debt issuance by the SPRV are to be fully paid-up.

Back to the SPRV legislation in Malta, this will offer a leading edge as compared to other member states through the implementation of SPRV legislation that already harmonizes with Solvency II measures. Once in place, the legislation will add to an innovative list of legislative and tax instruments, including legislation for PCCs, ICCs and re-domiciliation, aimed at attracting insurance business to Malta.

SPRV legislation will further consolidate Malta’s strong proposition as a domicile of choice for insurers and reinsurers worldwide. 3 The authorisation process commences with the submission of a scheme of operations outlining the proposed structure and activities of the vehicles. Additional documentation is to be submitted in conjunction with the scheme of operations including: • a copy of the risk transfer contract (e.g. reinsurance or retrocession agreement or treaty), or a statement containing a description of the contract, which shall include any triggering event and the maximum aggregate exposure limits of the SPRV to the ceding undertaking; • a copy of the constitutional documents of the SPRV; • information on any directors, controllers and all persons who will effectively direct and manage the SPRV including a personal questionnaire, where applicable; • information on any trustee holding the assets or shares of the SPRV. The proceeds of any debt raised by the SPRV to finance its contingent liability under the risk transfer contract are to be invested in accordance with the prudent person principle. The draft SPRV regulations require authorised vehicles to sufficiently diversify investments taking into account the nature and

duration of the vehicles’ contingent liabilities. Assets are to be invested in a manner so as to ensure the security, quality, liquidity and profitability of the portfolio as a whole. 4 In conclusion one appreciates the dynamism of MFSA which is always on the lookout to introduce new and effective legislation not only to keep abreast of competition, but to offer unique opportunities for insurance companies that already grace our shores.

As it stated in the title to this short article, one can proudly exclaim that by introducing useful insurance vehicles, such as SPRV’s this continues to enhance Malta as a respectable insurance domicile. Many will agree that MFSA, as the regulator, is bequeathing another precious gem to the Maltese domicile crowning, the same as a growing hub for on-looking investors.

For further information please contact info@pkfmalta. com, Dr. Marilyn Mifsud is securities and business associate at PKF Malta. http://www.ganadoadvocates.com/resources/publications/ malta-to-introduce-ispvs/ http://www.financemalta.org/sections/insurance/ financemalta-insurance-articles/detail/InsuranceSecuritisation-in-Malta 3 http://www.financemalta.org/sections/insurance/ financemalta-insurance-articles/detail/InsuranceSecuritisation-in-Malta 4 http://www.ganadoadvocates.com/resources/publications/ malta-to-introduce-ispvs/ 1

2

Company: PKF Malta Name: Dr. Marilyn Mifsud, securities and business associate Address: 35, Mannarino Road, Birkirkara, BKR 9080, Malta Web Address: www.pkfmalta.com Email: info@pkfmalta.com Telephone: 00 356 21 493 041 or 00 356 21 484 373 Fax: 00 356 21 484 375

Acquisition International | May 2014 | 71

SECTOR SPOTLIGHT: India: Outperforming the Competition

India: Outperforming the Competition

By Mona Bhide, Managing Partner of Dave & Girish & Co., a law firm focusing on International Finance and Corporate laws.

----------------------------------------------------------------The current business environment in India is very attractive and conducive to international investment.

The Indian economy demonstrates strong growth potential. India is high on the list of countries where businesspeople would like to be. We are undergoing elections for a new government, and we expect to see further boost in business.

India has promising returns in the field of infrastructure, pharmaceuticals, cement, chemicals, motor cars, biotechnology and software, to name but a few. India’s economy has been booming for many years and the GDP rate is approximately 8 to 9%. In contrast to some of its neighbours, India is a secular country. It has diversity in languages, culture and religion. People in India are educated and most of them can read, write and speak in English. This makes it easier for people from all around the globe to do business in India. The challenge will be to retain the growth rate and also the interests of international investors.

Cross-border investments in India have grown tremendously over the past few years and Dave & Girish & Co. Advocates can assist clients on Indian law and compliances issues. D&G is a mid-sized law firm specialising in international finance and corporate law with five partners and offices in Mumbai and Bangalore, and also associate offices in New Delhi and Hyderabad. We cater to the needs of multinational companies and specialize in cross-border, financial, corporate and transactional documentation and litigations. We represent international and multinational companies in India.

The current elections will motivate the new elected government to show better performance and we are expecting further growth. This will help us to retain the international investors, and it will help the economy to grow further.

Company: Dave & Girish & Co., Advocates Name: Ms. Mona Bhide Email: mona@davegirish.com Web Address: www.davegirish.com Address: 1st Floor, Sethna Building, 55, Maharshi Karve Road, Marine Lines, Mumbai 400002, India Telephone: +91-22-22062132 / 22062192 / 22086371

72 | Acquisition International | May 2014

Asset Sale of the only Steel Mill in the Baltic States The insolvent joint stock company “Liepajas Metalurgs”, incorporated in Republic of Latvia, Brivibas street 93, Liepaja, LV-3401 (hereinafter the “Company”), represented by its administrator Haralds Velmers (hereinafter the “Administrator”) invites all interested investors (hereinafter the “Investors”) for submission of non-binding expression of interest to participate in the sale of steel mill assets (hereinafter the “Process”) owned by the Company.

The main factors in the selection process of investor will be (1) the purchase price and its payment conditions, (2) the strategic rationale and integration, as well as investor’s reputation and experience, and (3) the availability and source of financial resources. The Company stopped the operations of steel mill in May 2013 due to lack of working capital and the ensuing Company’s insolvency process was initiated by the court in November 2013. With the availability of required financing from the creditors of the Company, Administrator has ensured that the equipment of steel mill is being maintained in operational condition and is in position to be fully operational in short time after purchased by Investor.

According to the approved transaction structure it is expected that the investor will be offered to purchase a consolidated asset package including real estate and equipment required for operations of steel mill, as well as the legal entity operating in deep water unfreezing port.

All information inquiries and correspondence should be addressed to the financial advisor of the Administrator AS IBS “Prudentia”, addressed to Mr. Karlis Krastins, AS IBS Prudentia, 2a Republikas square, Riga, LV-1010, Latvia, email: investorsLM@prudentia.lv After the confirmation of the initial interest, all potential investors will be provided with a non-confidential investment overview. Detailed information and visits to Company will be available after signing a non-disclosure agreement. The deadline for submission of non-binding offers for the purchase of the Company’s steel mill assets is set at June 13th, 2014.

The Administrator reserves the right to select and not to enter into any agreement with an Investor in the Process without liability for any damages. Furthermore the Administrator reserves the right to stop or amend the Process and, or the timetable, or other elements of the Process on their discretion and without any explanation. In case of such exclusion the Advisor will send written notice to the Investor on the behalf of the Administrator. Investors agree on these terms with their participation in the process.

Information on the steel mill of the Company: l Steel mill is located in Liepaja city, Latvia, a member of the European Union and euro zone. It has strategically good location and connection to CIS countries and EU countries by all strategic means of transport, providing efficient logistics solutions for supplies of raw materials and sales of ready products. l Part of the consolidated asset package available to Investors include a stevedore company operating in port of Liepaja – a deep water unfreezing port, perfectly suitable for supporting the steel mill’s operations by handling the raw materials and ready products for export. l Steel mill has direct access to port by railway (distance of 2 km) and direct connection to main railway network of Latvia that allows to deliver raw materials straight to the plant. Also geographic location in EU, close proximity to CIS countries are very favorable factors in terms of cost effective delivery. l The scrap supply from the Baltic States reach up to 0.8 - 1 million tons annually, which amounts to 80-90% of the necessary scrap for maximum production of steel mill. Also other scrap export countries are close and can provide low freight costs. l Steel mill has the newest technology electric arc furnace, which was commissioned in September 2011 by STG Group (Italy) and can be considered as one of the most modern and efficient melt shops in Europe.

SECTOR SPOTLIGHT: 2014: Portugal’s Time to Step Up

2014: Portugal’s Time to Step Up Pedro Simoes, Founder and Managing Director of ACOQ Consultancy Lda. in Lisbon, gives his thoughts on Portugal’s long road to economic recovery.

---------------------------------------------------------------For the last couple of years we have found it hard to do business. A huge number of businesses have been closing.

The cost of services and the real estate market has suffered, and is still suffering. Even so, the real estate market is a sector that has seen a lot of activity over the past year. Since the launch in 2012 of the Golden Visa Programme (a fast track for foreign investors from non-EU countries to obtain a fully valid residency permit in Portugal) a huge number of foreign companies are working solely in the real estate market. As well as real estate, there are also good opportunities in tourism projects and agriculture.

The key challenge is to get liquidity in the economy.

We need to get investors involved in different projects, as bank finance is now more difficult to get. Portugal has already set up a good tax regime in terms of residency for when an investor comes to Portugal, and there is also an NHR (Non Habitual Resident) status for tax purposes. These measures will be extremely important in terms of getting investors into financing in Portugal.

In so far as exiting the bailout programme, I would prefer a bailout with some warranties that the interests will remain at a level that we are able to pay.

The road to recovery is still very uncertain. There are still challenges to face. Portugal needs to continue reducing public expense on services that shouldn´t be done by public institutions, and it also needs to reduce the level of unemployment.

Local public spending should also be decreased, as we are wasting resources on that without the correspondent turnover.

Company: Acoq Tax & Financial Consultancy in Portugal Name: Pedro Simoes Email: contacto@acoq.pt Web Address: www.acoq.pt Sede Address: Rua abade faria, 36, loja esq.

2725-475 Mem-Martins, Sintra – Portugal, Algarve Address: Encosta da Orada, Cerro da Piedade, Bloco A, R/C C, 8200-134 Albufeira Telephone: 00351-219205225

74 | Acquisition International | May 2014

SECTOR SPOTLIGHT: Minimising Exposure to White Collar Crime

Minimising Exposure to White Collar Crime Any company can become a victim of fraud, bribery or corruption, resulting in financial losses and considerable damage to image.

We look at what businesses can do to stiffen their defences, identify and evaluate fraud and negotiate compliance risks.

5 St Andrew’s Hill is a long-established set of barristers that provides high-quality advocacy and advice in the areas of criminal and civil law.

Members have extensive experience in their respective practice areas and can also draw upon the knowledge of other barristers in cases involving complex or esoteric aspects of law.

----------------------------------------------------------------A long-established set of barristers that provides high-quality advocacy and advice in the areas of criminal and civil law, 5 St Andrew’s Hill is one of the leading specialist multi-practice sets, with specific expertise in asset recovery, confiscation and civil fraud, business crime and extradition.

Chambers’ areas of expertise include FSA investigations, Libor, Excise duty fraud, VAT fraud, missing trader intra-community (MTIC) fraud, tax credit fraud, insurance fraud, mortgage fraud, charities fraud, corruption, bribery and other highlevel financial crime.

Chambers receives instructions from the leading Defence Firms as well as the Crown Prosecution Service’s Central Fraud Group and Complex Casework Unit, the Serious and Organised Crime

Agency and the Serious Fraud Office and the Attorney General’s Office in Jersey. Amongst 5SAH’s members are three standing counsel to the former Revenue and Customs Prosecutions Office.

Chambers is known for providing counsel with in depth financial as well as legal expertise, with barristers frequently consulted at the investigatory and pre-charge stages of fraud enquiries. In addition, members are highly experienced in related proceeds of crime proceedings.

5SAH has been involved in asset forfeiture and confiscation for many years and are considered one of the leading sets in the country. Members act for both applicants and respondents, and have appeared in many of the leading cases in this fastdeveloping and increasingly important area.

Chambers can provide specialist advocacy and advice in asset forfeiture and confiscation, as well as Civil Recovery, Enforcement and condemnation actions.

The Crime and Business Crime Team at 5SAH have ten appointments to the Serious Fraud Office Panel, as well as 51 appointments to the Crown Prosecution Services specialist lists for the Fraud, Serious Crime and Proceeds of Crime group Over recent years, there has been a marked increase in the volume and complexity of cases concerning the forfeiture of assets said to have been derived from crime, in both civil and criminal proceedings. In addition, the Proceeds of Crime Act 2002 and associated regulations have made advice in relation to money laundering issues of great importance to professional and lay clients alike.

Company: 5 St Andrew’s Hill Name: Wayne King Email: WayneKing@5sah.co.uk Web Address: www.5sah.co.uk Address: 5 St Andrew’s Hill, London, EC4V 5BZ Telephone: 0207 332 5400 Fax: 0207 489 7847

Acquisition International | May 2014 | 77

SECTOR SPOTLIGHT: The North West: A Prime Location for Investment

The North West: A Prime Location for Investment

Semmick Photo / Shutterstock.com

Deal activity across England’s diverse North West has taken a noticeable upturn in the first quarter of 2014, and the trend seems set to continue. Jennifer Grabowski, Corporate Solicitor at Oglethorpe Sturton & Gillibrand LLP, which has been part of the business community in the North West city of Lancaster for over 150 years, offers a summary of the region’s business climate.

---------------------------------------------------------------The current business environment in the North West is perhaps best described as cautiously optimistic. Many businesses are emerging from the downturn leaner, more efficient and with cash reserves ready to be deployed to put their growth plans into action. There are signs across a broad range of sectors that businesses are making capital investments, whether it be new plant, new premises or more strategic business acquisitions – all of which are strong indicators of a return of confidence to the region.

Deal activity across the region has increased dramatically in the first quarter of 2014 and the trend looks set to continue for the foreseeable future. Initial Public Offerings have also started to return to the region after a significant period of inactivity, which boosts confidence for investors

78 | Acquisition International | May 2014

(both domestic and international) of the availability of meaningful exit routes.

There have been increased levels of deal activity across a variety of sectors. Agriculture and agribusinesses are doing well, whilst manufacturing across the North West is seeing investment in efficiencies and processes begin to pay dividends in profitability and the attraction of significant domestic and international investment. As an example, a North West software business has been working with manufacturing businesses to write standard work that dramatically increases the efficiency of their processes. In one instance a business was able to reduce the timeline for completing a standard task from three weeks to three hours.

These successes are having an impact on businesses across the region as a whole, as there is evidence to suggest that more investment and expertise is being retained and exploited locally as the cost difference between domestic and international production markets (such as China) falls.

The North West’s size and diversity means that investors will not struggle to find good quality

projects and businesses to invest in across almost any sector. Infrastructure projects across the region, Manchester Airport’s continued expansion and the £50bn Ocean Gateway programme by Peel Group (which saw it recently consolidate its stake in Liverpool Airport) should only help this trend to continue. The £128m link road between Heysham Port and the M6 in Lancashire is also now underway and should improve trade links between the region and markets in Northern Ireland.

If the first quarter of 2014 is anything to go by, the future is looking bright for the region – both for the remainder of 2014 and beyond.

Company: Oglethorpe, Sturton & Gillibrand LLP Name: Jennifer Grabowski Website: www.osg.co.uk Email: jennifer.grabowski@osg.co.uk

Por olios Assessment Por olios Management Exper se in Li ga on Maintenance Technical Transla ons

Validity Analysis Infringement Analysis Technology Transfer Support Patent Dra ing

Infringement Proba ve Searches State of the Art Searches Advanced Techinal Support Skilled Surveillance

COPYRIGHT | DESIGNS | DOMAIN NAMES | TRADEMARKS | UTILITY MODELS | PATENTS

Raul César Ferreira (Herd.), S.A. Rua do Patrocínio, 94, 1399-019 Lisboa, Portugal T +351 213 907 373 | F +351 213 978 754 | mail@rcf.pt | www.rcf.pt

Portugal | Angola | Cabo Verde | Macau | Moçambique | São Tomé e Príncipe | Timor

DEAL DIARY: M&A from around the world

Deal Diary

CONSUMER

82

BENSON GROUP

82

DELHAIZE GROUP

82

GROUPE LOOPING

83

INTERNATIONAL SPICE AND FOOD IMPORT

83

MARINE HARVEST

83

NO.1 TRAVELLER

84

PSI ACQUISITION

84

WORLD CLASS ROMANIA

84 VICINI

ENERGY & RESOURCES

85

EAST HORIZON GAS COMPANY LIMITED

85

NEW CLYDESDALE COLLIERY

85

NOVUS ENERGY INC

FINANCIAL SERVICES

Welcome to Deal Diary – Acquisition International’s monthly roundup of recent M&A activity across the globe.

As always, we feature a range of transactions across a number of different sectors. In the consumer sector, herbs and spices specialist International Spice and Food Import has attracted new capital for growth.

In energy and resources, Seven Energy International Ltd., the integrated oil and gas development, production and distribution company with interests in Nigeria, has completed the acquisition of the entire issued share capital of East Horizon Gas Company Limited.

The support services sector has seen Wilhelmsen Technical Solutions AB sign an agreement to acquire 100% of the shares in Integrated Engineering Services Ltd., a company providing specialist HVAC, refrigeration and environmental services to the UK’s energy industry.

86

AFRICINVEST GROUP

86

FLORIDA SHORES BANCORP

86

UNICREDIT

HEALTHCARE

87

BOURN BIOSCIENCE LIMITED

87

SENEVITA

87

SLOTERVAARTZIEKENHUIS

INDUSTRIAL

88

ASK CHEMICALS

88 DRUK-PAK 88

HARTLAND CONTROLS

89 KOMPAN 89

RMEC MBO

In industrials, two specialty chemicals companies, Clariant and Ashland Inc., have announced that they have entered into a definitive agreement to sell their joint venture, ASK Chemicals.

89

WILLIAMS HYBRID POWER

In TMT, Smart Metering Systems plc, has announced the acquisition of the entire issued share capital of Utility Partnership Limited, a leading manager of electricity meters in the UK and provider of electricity connections, design, meter installation, data management and energy management services.

And in healthcare, Amsterdam’s Slotervaart Hospital was acquired by MC Zuiderzee, with De Waard Advocaten assisting in the transaction.

TMT

Have you done a deal lately? If so, we want to hear from you. Head over to our website, www.acquisition-intl.com and submit the details.

80 | Acquisition International | May 2014

SUPPORT SERVICES

90

AVANTIA GROUP MBO

90

INTEGRATED ENGINEERING SERVICES

90

THRUPOINT

91

CONTENT AMP

91

NOVISOURCE IPO

91

UTILITY PARTNERSHIP LIMITED

DEAL DIARY: M&A from around the world

Acquisition International’s Q1 round up of M&A activity in the Financial Services sector The aggregate value of financial services deals declined slightly in the second half of 2013, in spite of an increase in volume, according to data from Zephyr, the M&A database published by Bureau van Dijk. There were 5,710 transactions with a combined value of USD 349,394 million recorded over the six months.

The opening four months of 2014 have so far been fairly promising as far as deal activity goes, particularly with regard to investment levels. To date there have been 3,364 transactions worth an aggregate USD 273,234 million, which means value is on course to surpass the figures for H2 2013. Volume is lagging behind slightly, although this means higher individual deal valuations, which may in turn continue to push aggregate considerations up. However, there will need to be continued investment over the next two months if H1 2014 is to reach similar levels to previous periods; the previous low since the start of 2006 was in the opening six months of 2012, when dealmaking of USD 305,965 million was recorded.

Western Europe is some way ahead of its rivals as far as financial services investment this year goes. The region is currently topping the rankings by both volume and value for H1 2014, with investment of USD 97,182 million spread across 1,025 transactions to date. In both cases it is followed by the Far East and Central Asia, which has notched up 660 deals worth a combined USD 76,323 million. North America placed third by value with USD 52,473 million, although it came fourth by volume on 566, beaten by Eastern Europe on 610.

Looking back over the opening four months of the year, we can conclude that 2014 has started reasonably well as far as investment into the financial services sector goes, but it remains to be seen whether these decent levels of investment can be sustained so as to surpass results from previous years.

NUMBER AND AGGREGATE VALUE (MIL USD) OF FINANCIAL SERVICES DEALS GLOBALLY: 2006 - 2014 YTD (as at 30 April 2014) Deal half yearly value (Announced date) H1 2006 H2 2006 H1 2007 H2 2007 H1 2008 H2 2008 H1 2009 H2 2009 H1 2010 H2 2010 H1 2011 H2 2011 H1 2012 H2 2012 H1 2013 H2 2013 H1 2014 TD

Number of deals 5,209 5,259 5,743 4,956 4,579 4,902 5,082 5,670 5,108 5,181 4,785 4,966 4,744 5,123 5,279 5,710 3,364

Aggregate deal value (mil USD) 532,285 590,184 911,967 532,275 1,492,485 1,065,168 766,554 534,457 464,309 403,606 423,467 372,304 305,965 444,341 352,901 349,394 273,234

Acquisition International | May 2014 | 81

DEAL DIARY: Consumer Deals

CONSUMER

BENSON GROUP

DELHAIZE GROUP

GROUPE LOOPING

Graphic Packaging International, a leading global provider of packaging solutions to the food, beverage and consumer markets, announced in February an agreement to acquire the Benson Group, a leading food and healthcare packaging company based in the UK.

Delhaize Group, the Belgian international food retailer, announced on April 1st that it had signed an agreement with Tropic Group B.V. on the sale of all of its 39 Bosnian & Herzegovinian stores.

HIG Capital has upped its investment in French amusement park operator Groupe Looping, with Alcentra and BPI France arranging unitranche funding to refinance the business.

The addition of the Benson Group further strengthens Graphic Packaging’s growing position in the European printed folding carton market. Benson’s three businesses in the UK will further strengthen Graphic Packaging’s footprint in Europe. Benson’s position in the growing convenience and retail market particularly will complement Graphic Packaging’s existing strengths in the consumer and beverage markets.

Mark Kerridge, Benson Group Managing Director said, “This is a fantastic opportunity for Benson Group to become part of Graphic Packaging’s ambitious growth plans for Europe.

“Graphic’s excellence in operations partnered with Benson’s success through unrivalled customer service will be a great combination. We are looking forward to working within an enlarged European business to deliver the benefits of both to our customers and achieve further success.”

Commenting on behalf of Graphic Packaging, David Scheible, Chairman, President and CEO said: “I am delighted to announce that the Benson Group will now form part of Graphic Packaging’s growing presence in Europe. Benson has a great reputation, world class assets and a very effective management team. This acquisition is a key part of our strategic growth plan, and will give us a strong position in the convenience and retail market to complement our core strengths in consumer and beverage.”

Tropic Group B.V. is an entrepreneurial organization founded by Mr Bojan Risović. He is an established retailer with a long history of successfully running retail enterprises.

The transaction is expected to complete in the third quarter subject to regulatory approval and working capital adjustments.

Delhaize Group is a Belgian international food retailer present in nine countries on three continents. At the end of 2013, Delhaize Group’s sales network consisted of 3 534 stores. In 2013, Delhaize Group posted €21.1 billion in revenues and €179 million in net profit (Group share). At the end of 2013, Delhaize Group employed approximately 160 000 people. Delhaize Group’s stock is listed on NYSE Euronext Brussels (DELB) and the New York Stock Exchange (DEG).

CMS DeBacker assisted in the transaction.

Merrill DataSite provided the Virtual Data Room.

Patrick Richer, President, Neovian Partners, led the team, with Marc Valentin also working on the project.

Neovian Partners performed the Commercial Vendor Due Diligence, so their client was Looping and its shareholder HIG, with whom they have a long-standing relationship.

Patrick Richer

There were no real challenges in seeing the deal through to completion, says Richer. “It was very important to quantify things and draw statistical correlations between, for example, number of visitors and CAPEX, number of visitors and number of rain days in a month, and so on.”

In terms of business benefits for the client, Richer says the deal gives “a strong reassurance that the sector is resilient to the crisis, that Looping is very well positioned to capture growth on this market and that there are opportunities for further build-ups.”

Osborne Clarke, KPMG and Eversheds assisted in the transaction. Merrill DataSite provided the Virtual Data Room.

GRAPHIC PACKAGING

PURCHASES BENSON GROUP DRV Corporate Finance

DELHAIZE GROUP SELLS

BOSNIAN & HERZEGOVINIAN DRV Corporate Finance STORES

HIG CAPITAL ACQUIRES

GROUPE LOOPING DRVREMAINDER CorporateOFFinance

Virtual Data Room Provider

Legal Adviser to the Purchaser

Vendor Commercial Due Diligence

Virtual Data Room Provider Financial Due Diligence Provider Financial Adviser’s Legal Adviser to the Vendor

Legal Adviser to the Vendor

82 | Acquisition International | May 2014

DEAL DIARY: Consumer Deals

Herbs and spices specialist International Spice and Food Import attracts new capital for growth.

The acquisition of ISFI NV (International Spice and Food Import) by its management—including the son of the founder Anne-Marie Stevens—together with entrepreneur Davy De Muyer, was announced on 2nd Aril. The team was supported

by Gilde Equity Management (GEM) Benelux, which previously also participated together with Mr. De Muyer in the acquisition of the Belgium market leader in spreadable salads, Hamal Signature.

ISFI NV will now be managed by Davy De Muyer as CEO who, together with the incumbent management, will continue to grow the business based on the already solid fundaments build over the past years.

“We will further strengthen our competitive position, both at home and abroad, through a strong dedication to constant quality and by introducing attractive concepts,” says De Muyer.

“We will continue, if not improve on, the high level of service for which ISFI is known.”

In recent years, ISFI NV has invested significantly in modern production facilities and is now ready for a new phase of growth during which the customer, quality and R&D will be the central theme. The new shareholders have a high ambition for growth, which may also be driven by selective partnerships and/or acquisitions.

MARINE HARVEST New Brunswick-based Cooke Aquaculture is buying the Scottish subsidiary of Marine Harvest in the Orkney and Shetland Islands in a deal worth $203 million.

Cooke Aquaculture has signed an agreement with Marine Harvest to buy its wholly-owned subsidiary Meridian Salmon Farms Ltd. Meridian generated revenues of $151 million in 2013.

Cooke, which started in Blacks Harbour in 1985, projects it will now employ a total workforce of 2,500 people and have worldwide sales of $1 billion.

“We are always looking for strategic development and investment opportunities in the seafood sector,” Glenn Cooke, the CEO of Cooke Aquaculture, said in a release announcing the deal.

The agreement needs regulatory approval and is expected to close in May.

Kjartan Olafsson

“This acquisition gives Cooke a unique platform for their European operations and is a good fit with their Spanish sea bass and sea bream farming company, Culmarex,” says Kjartan Ólafsson, managing partner at Markó Partners, who worked on the deal with Rafael Merino, legal consultant at the firm.

“Cooke will be able to leverage their global relationships with suppliers and build on Meridian’s excellent market reach into both the European and US marketplace. Furthermore, this transaction is consistent with Rafael Merino Cooke Aquaculure’s focus on vertical integration and diversification in terms of geography, products and markets.”

Grant Thornton (tax adviser) and Merrill Corporation (virtual data room provider) also assisted in the transaction.

GILDE SUPPORTS BUY-IN MANAGEMENT BUYOUT

OF INTERNATIONAL SPICE AND FOOD IMPORT DRV Corporate Finance

COOKE AQUACULTURE ACQUISITION OF

MARINE HARVEST’S SCOTTISH SUBSIDIARY DRV Corporate Finance

NO.1 TRAVELLER NVM Private Equity has supported the management buy-out of No.1 Traveller with £7 million of funding. As a part of the investment package NVM will provide development capital to finance a pipeline of new airport lounge opportunities.

London-based company No.1 Traveller is an award-winning airport hospitality specialist. The business currently operates five airport lounges at Heathrow Terminal 3, Gatwick North and South Terminals, Stansted and Birmingham, offering a broad range of facilities including a bistro, a bar serving complimentary food and beverages, work-friendly spaces, family and entertainment rooms, WiFi, magazines and newspapers.

Corporate & Commercial Partner, Colin Howes led the team at Harbottle & Lewis that advised No.1 Traveller. The team also included Tax Partner David Scott and Corporate Associates Ryan McWhinnie and Teresa Leung.

Colin Howes The firm has worked with No.1 Traveller since it was a start-up eight years ago.

“The transaction required an alignment of external investment together with a disposal of existing shareholder interests,” says Howes.

“Our expertise in each of these areas enabled us to structure the transaction in such a way that facilitated a smooth, co-ordinated completion.”

“We were involved with this transaction from its earliest stage,” says Howes. “It is a great example of what we like to do: put our faith in good people with good ideas.” www.harbottle.com

NVM PRIVATE EQUITY INVESTMENT

IN NO.1Finance TRAVELLER DRV Corporate

Virtual Data Room Provider

Management Lawyers

Financial Adviser to the Purchaser

NVM Lawyers

spring associates Tax Adviser

Financial and Tax Due Diligence

Acquisition International | May 2014 | 83

CONSUMER

INTERNATIONAL SPICE AND FOOD IMPORT

DEAL DIARY: Consumer Deals PSI ACQUISITION CONSUMER

Trafficware Group Inc, a KRG Capital Partners Fund IV portfolio company and leading participant in the intersection control hardware and software segments of the intelligent transportation systems market, has acquired PSI Acquisition, LLC, an Oregon-based manufacturing company that specialises in intelligent traffic solutions.

PSI’s product line includes a variety of CALTRANS traffic control cabinets, controllers and conflict monitors, innovative power backup technology, and industry-leading Cyberlock Security Access System.

KRG made an investment in Trafficware in November 2011, representing the 10th of 14 platform company investments made to date in KRG Fund IV. PSI represents the 192nd investment for KRG since inception.

“Trafficware is committed to bringing innovation and technology to the traffic industry, as well as a broad portfolio of products. Our goal is to equip our customers with the ability to solve the most complex traffic management problems, whether through organic product development, partnership, or acquisition,” said Jon Newhard, CEO of Trafficware.

Bradley Consulting Group provided buy-side transactional assistance to Trafficware, including quality of earnings analysis, working capital analysis, and structural assistance.

Brian Wagner, Principal & Success Strategist, led the team and commented: “There were several challenges in the PSI transaction. PSI had recently spun off another segment of the business to another party; bifurcating their internal accounting and Brian Wagner management system records in order to perform the Q of E analysis and financial due diligence proved to be a fairly significant challenge, along with the related working capital issues. www.bcgpc.com msmith@bcgpc.com “This bolt on acquisition was synergistic for Trafficware’s existing operations in several ways including market share growth, introduction into new markets, product line expansion, and operational synergies.”

TRAFFICWARE ACQUIRES PSI

DRV Corporate Finance

WORLD CLASS ROMANIA Capital Partners has advised World Class International Management Team on the execution of a Management Buyout of the Romanian, Serbian and Polish operations.

Word Class Romania is a leading local fitness operator. Until recently, the company was a subsidiary of World Class International, a fitness chain with presence in 9 countries and more than 60,000 members across Europe. With the first club opened in 2001 in Marriott Grand Hotel with a clear scope to test the infant Romanian fitness market, in 2005 World Class Romania opened its second club in Bucharest Radisson Hotel, which became the starting point of a successful expansion to 11 clubs in 2013, which put the company in the forefront of, now a EUR 64 million, fitness market.

Traila, Stratulat, Almasan, Albulescu - Attorneys at Law assisted in the transaction, representing the vendor, with the team being led by Silviu Stratulat, Managing Partner, and assisted by Andrei Albulescu, Senior Partner.

Silviu Stratulat

Stratulat commented: “Once the optimal structuring of the transaction was agreed by the Parties involved, the deal developed as expected and has a smooth closure mostly given to the professionalism of all parties involved in the transaction and of the internal organization of WCR and WCSI. The transaction involved a set of highly Andrei Albulescu comprehensive and extensive documents that had to envisage the actual sale between WCSI and the Buyer as well as the future relationship between the Buyer and the Management Team.

“The deal will allow WCR to grow and develop even further by a broader and easier access to investment capital while benefiting of the extensive management experience of Resource Partner’s team alongside the existent highly qualified company’s management team.” www.tsaa.ro office@tsaa.ro silviu.stratulat@tsaa.ro andrei.albulescu@tsaa.ro Other firms which assisted in the deal include RTPR Allen&Overy and Ernst & Young Romania.

WORLD CLASS INTERNATIONAL

COMPLETES MBO DRV Corporate Finance

Legal Adviser to Management Team Financial Due Diligence Provider

VICINI L Capital Management and L Capital Asia, two private equity funds sponsored by the Louis Vuitton Moët Hennessy Group (LVMH), have acquired a 30% stake of Vicini S.p.A., owner of Giuseppe Zanotti Design brand.

On a strategic standpoint, this new partnership comes from the willingness of Giuseppe Zanotti, Vicini’s Chairman and Chief Designer, to create the ideal conditions to foster the company’s future growth in the increasingly competitive global markets. In this respect, the new partners’ investment has been structured in order not to affect the company’s net financial position.

L Capital Management and L Capital Asia started to operate in the private equity market in 2001 and currently manage funds for a total of €2.2 billion.

Their investors comprise leading international financial institutions as well as private investors, with the LVMH /Groupe Arnault sponsorship.

DVRCAPITAL acted as exclusive financial advisor to the investor. The scope of DVRCAPITAL included assisting the investor in getting introduced to the acquisition target’s shareholders and management, analyzing the acquisition target’s financial performance and defining the financial structure of the transaction.

Nicola Gualmini

Carlo Daveri

According to Mr. Nicola Gualmini, DVRCAPITAL Partner, “The presence of L Capital in the investment is particularly important to boost the brand’s growth opportunities in Asia”.

“It was an honour to close a deal with Giuseppe Zanotti, one of Italy’s top brands in the areas of luxury footwear and accessories”, added Carlo Daveri, DVRCAPITAL President and Founder.

L CAPITAL ACQUISITION OF STAKE IN VICINI

DRV Corporate Finance

Financial Adviser to the Equity Provider

Financial Adviser to the Management Team

Financial Due Diligence Provider

Legal Adviser to the Equity Provider

Legal Adviser to the Equity Provider, IP Due Diligence Provider, Risk & Insurance Due Diligence Provider & Environmental Due Diligence Provider

Legal Adviser to the Purchaser Legal Adviser to the Equity Provider Financial Due Diligence Provider

Financial Adviser to the Vendor

84 | Acquisition International | May 2014

DEAL DIARY: Energy & Resources Deals

The acquisition is in line with Seven Energy’s strategic plans for expanding its gas transmission and distribution network assets in the southeast Niger Delta region of Nigeria.

Udo Udoma & Belo-Osagie (UUBO) acted as Nigerian counsel to Seven Energy International Limited and Accugas Limited in connection with the acquisition of the target and the provision of acquisition financing by a syndicate of banks. UUBO carried out extensive corporate, legal and regulatory due diligence on the target, highlighting legal risk associated with the acquisition and advised on allocation of the risks and structures for resolving the risks.

Aniekan Ukpanah (supervising partner), Nicholas Okafor (partner) and Ozofu Ogiemudia (managing associate) led the team at UUBO.

Aniekan Ukpanah

UUBO assisted Seven Energy in negotiating the share sale and purchase agreement, and assisted Accugas and Seven in negotiating the financing documents for the acquisition finance provided to Seven for acquisition of the target.

The key challenges, according to UUBO, included obtaining key consents required by both the seller and the buyer from existing contractual arrangements to enable transaction completion. Other Nicholas Okafor challenges lay in obtaining regulatory approvals and getting the client comfortable with peculiar legal risks highlighted from the due diligence exercise such as those relating to titling, compensation payment and licensing requirements. aniekan.ukpanah@uubo.org nicholas.okafor@uubo.org ozofu.ogiemudia@uubo.org www.uubo.org Guy Winter at Addleshaw Goddard (legal adviser to the purchaser/management team), Kofo Dosekun at Aluko & Oyebode (legal adviser to the debt providers) and David Paterson at Deloitte LLP (financial due diligence provider) assisted with the transaction. RR Donnelley provided the Virtual Data Room.

SEVEN ENERGY LIMITED ACQUIRES

EAST HORIZON GAS COMPANY LIMITED DRV Corporate Finance Debt Providers

Legal Adviser’s to the Purchaser

NEW CLYDESDALE COLLIERY Universal Coal is to acquire all assets of Exxaro Resources and assume liabilities of Exxaro’s New Clydesdale colliery in a move that will transform the company into a multi-mine producer.

Universal Coal Chief Executive Officer, Tony Weber, stated that the acquisition of the NCC marked a “major step forward” to becoming a mid-tier coal producer, and expedited the development of the company’s second operation immediately on the heels of commissioning its Kangala mine. Kangala is to produce 2.1-million tonnes a year of thermal coal in the first half of 2014.

“Our Roodekop deposit contains an 84-milliontonne coal resource, 82.9-million tonnes of which is measured and is awaiting only the granting of a water use licence before development activities can commence,” said Weber.

He added that in combination with NCC’s established operation and infrastructure, the path forward to bringing the Roodekop mine on stream had been fast-tracked.

The NCC has one of the oldest mines in the country, and has been operational, sporadically, since 1949.

Alexis Fox-Mills, of Merrill DataSite, acted as virtual data room provider, whilst Rand Merchant Bank and EOH Legal Services acted as financial adviser and legal adviser to the vendor respectively. Cliff MacGregor led the team at EOH, and Pieter Nienaber headed the team at Rand Merchant.

UNIVERAL ACQUIRES

NEW CLYDESDALE COLLIERY DRV Corporate Finance Virtual Data Room Provider

NOVUS ENERGY INC Novus Energy Inc. (TSXV: NVS) announce that the previously announced acquisition of the Company by Yanchang Petroleum International Limited (“Yanchang Petroleum International”) through its indirect wholly-owned subsidiary, Yanchang International (Canada) Limited, pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement”) has been completed. Pursuant to the Arrangement, Novus shareholders will receive C$1.18 in cash per common share of Novus.

Mr. Hugh G. Ross, President and Chief Executive Officer of Novus, stated “The Novus team is excited about our future with Yanchang Petroleum International and I would like to personally extend my sincere thanks to our board members and staff for their dedication, hard work and contribution which has made the completion of the Arrangement possible”.

Cormark Securities Inc., as lead, and FirstEnergy Capital Corp. acted as financial advisors to Novus in the transaction. GMP Securities L.P. acted as special advisor to the Special Committee of the Novus board of directors, and Canaccord Genuity Corp. and Haywood Securities Inc. acted as strategic advisors to Novus. Blake, Cassels & Graydon LLP acted as legal counsel to Novus.

With the completion of the Arrangement, the common shares of Novus are expected to be de-listed from the TSX Venture Exchange in a few trading days.

YANCHANG PETROLEUM INTERNATIONAL

NOVUS ENERGY INC DRVACQUISITION CorporateOFFinance Financial Adviser to the Vendor

Legal Adviser to the Vendor Legal Adviser to the Purchaser

Legal Advisers to the Debt Providers

Financial Adviser to the Vendor Financial Adviser to the Purchaser

Financial Due Diligence Provider

Acquisition International | May 2014 | 85

ENERGY & RESOURCES

EAST HORIZON GAS COMPANY LIMITED

DEAL DIARY: Financial Services Deals AFRICINVEST GROUP

FLORIDA SHORES BANCORP

UNICREDIT

AfricInvest Financial Sector (AFS) Fund , incorporated in Mauritius, is one of the first to focus on financial inclusion in Africa through investments in financial institutions that service, amongst others, micro and medium-sized enterprises.

AEG Power Solutions, a global provider of power electronics systems and solutions for industrial power supplies and renewable energy applications, today announced that AEG Power Solutions GmbH, its German subsidiary, entered into a contract to divest their power control modules business to Advanced Energy Industries Germany, GmbH, Metzingen, Germany, a subsidiary of Advanced Energy Industries, Inc. (Advanced Energy Industries) Colorado, USA. Advanced Energy Industries is a global leader in reliable power conversion solutions used in thin-film plasma manufacturing processes and solar energy generation.

AnaCap Financial Partners, the specialist financial services buyout fund, has acquired a €700m portfolio of non-performing loans from Italy’s largest bank Unicredit.

AfricInvest Group has announced the third and final closing of its AfricInvest Financial Sector (AFS) fund, with limited partner commitments reaching EUR 60.6 million.

The AFS fund has made 13 investments with its initial commitments in the Africa Financial Sector, and has realized two full exits and one partial exit.

FINANCIAL SERVICES

The fund now has the ability to both increase its exposure to promising and fast-growing portfolio companies and to execute a pipeline of new investments. The fund makes investments in the range of one to five million Euro with the objective to grow, develop and build sustainable financial institutions in Africa, while generating solid returns and strong social and development impacts.

This closing comes at a time when many African Central Banks are increasing minimum capital requirements and tightening regulations across the financial sector: in banking, insurance, microfinance and non-banking financial institutions. These developments and increasing penetration create important needs for equity investment in the sector.

Mara Topping, Partner, White & Case LLP led a team which served as international counsel to the sponsor, the AfricInvest Group, and the Fund. White & Case LLP has been working with the AfricInvest Group to provide international legal counsel for many years.

Mara Topping

Speaking about the challenges the firm encountered while working on the deal, Ms. Topping said: “In our practice generally, as with this deal, we work with sponsors and managers on some of the most complex cross-border fund structurings, navigating tax and regulatory constraints as well as constraints imposed by specific investors and target portfolio company jurisdictions.” mtopping@whitecase.com www.whitecase.com Nuvin Proag of Citilaw acted as Mauritius Counsel to the Fund and the Sponsor.

AFRICINVEST CLOSES

FINANCIAL SECTOR FUND DRV Corporate Finance

Stonegate Bank were advised by CBIZ Meridian (CBIZ Insurance Services, Inc.) led by Greg Cryan, President – Southeast Region, CBIZ Meridian (CBIZ Insurance Services, Inc.), Chuck Joachim, Executive Vice President – Property & Casualty, Southeast Region, CBIZ Meridian (CBIZ Insurance Services, Inc.) and Chuck Stout, Executive Vice President – Benefits, Southeast Region, CBIZ Meridian (CBIZ Insurance Services, Inc.).

Mr Joachim commented: “we are privileged to be able to provide seamless coverage and professional advisory services throughout the acquisition process.” He continued: “The acquisition of Florida Shores Bancorp by Stonegate Bank provides additional responsibilities and insurance coverage protection for Stonegate Bank’s growing business model. CBIZ is privileged to be of professional service to Stonegate Bank, it’s board of directors and entire professional team.”

Mr Joachim concluded by saying: “Congratulations to Stonegate Bank and Florida Shores Bancorp for their successful merger…. Best wishes for continued growth and success from your teammates at CB IZ Meridian (CBIZ Insurance Services).” cjoachim@cbiz.com www.cbizmeridian.com STONEGATE BANK ACQUISITION

OF FLORIDA Finance SHORES BANCORP DRV Corporate

According to the Financial Times the loans relate to a 1000 credit positions within a 10-year old loan portfolio. The deal follows UniCredit’s sale of €900m of loans to Cerberus European Investments last year.

A number of other Italian banks are also seeking to sell risky loans built up during the two-year recession in Italy.

According to Italy’s banking association gross non-performing loans in the Italian banking sector totalled close to €150bn in November last year, a 22 per cent increase year-on-year.

Representing Unicredit Credit Magament Bank S.P.A. were PAVIA e ANSALDO led by Mario Di Giulio – Partner and assisted by Alessandro Accrocca – Counsel.

Mario Di Giulio

Alessandro Accrocca

Mr Di Giulio commented: “we advise UCCMB on a regular basis on this type of transactions.” He continued: “the portfolio assigned was made of several different portfolios previously transfered from different originators and among other things we helped the client to ensure the definition of common criterias for the assignment.”

On what benefits this deal would bring to UCCMB, Mr Giulio said: “sinergies with exisiting transactions with benefits on the bank’s balance sheet and its servicing activity.” www.pavia-ansaldo.com ANACAP FINANCIAL PARTNERS’

ACQUISITION OF LOANS FROM UNICREDIT DRV Corporate Finance

Insurance Advisers

Legal Adviser to the Vendor International Counsel to the Sponsor

Other Advisers

Other Advisers Legal Adviser to the Purchaser

86 | Acquisition International | May 2014

DEAL DIARY: Healthcare Deals

Mobeus is pleased to announce an investment to support the geographic expansion of Bourn Bioscience Limited, trading as Bourn Hall Clinic. An initial £3.5 million investment for a minority shareholding is supplemented by a commitment to invest significant follow-on finance.

Bourn Hall Clinic owns and operates the internationally renowned Bourn Hall, near Cambridge; the first IVF clinic in the world. The clinic was founded in 1980 by Robert Edwards and Patrick Steptoe, the IVF pioneers whose work led to the birth of the first testtube baby, Louise Brown, in 1978. Since its formation, Bourn Hall Clinic has been responsible for the birth of over 15,000 children.

Today the company comprises three full service IVF clinics in Cambridge, Colchester and Norwich, supported by a number of satellite units based in NHS hospitals and its own satellite unit in Wickford. Bourn Hall Clinic is the largest independent fertility services provider in the East of England, employing 120 staff and delivering over 2,500 IVF cycles per annum.

The UK market for fertility services has grown significantly in recent years, driven by increasing acceptance and awareness of IVF procedures, favourable demographics and improved success rates. Bourn Hall Clinic is looking to continue expanding its geographic footprint, leveraging its strong and respected brand and reputation.

Adam Pang, director at Merrill DataSite who represented Bourn Bioscience Limited commented: “Merrill DataSite works closely with Life Science’s businesses and were delighted to be engaged with Bourn through this project to preAdam Pang pare and present their documentation for due diligence, helping secure the investment from Mobeus.”

Adam.Pang@merrillcorp.com www.datasite.com

MOBEUS INVESTMENT IN

BOURN BIOSCIENCE DRV Corporate Finance LIMITED

SENEVITA The ORPEA group, a leading European player in Long-Term Care (nursing homes), Post-Acute Care and Psychiatric Care, has acquired Senevita, a subsidiary of Austrian group SeneCura.

Senevita is a leading Swiss provider of long-term care, with a network of 21 facilities at end-2013.

With the ORPEA group’s support and financial resources, Senevita’s management and development team will naturally be able to gain new authorisations and make new acquisitions, starting in 2014 and continuing into the future.

This will enable it to grow revenue beyond the figure of CHF160 million, which only takes into account the opening of the eight facilities currently under construction.

Yves Le Masne, ORPEA’s CEO, made the following comments: “This strategic acquisition in the first quarter of 2014 is fully in line with ORPEA’s international development aims.

“Senevita is a unique opportunity to obtain a platform for development in Switzerland, where growth in high-quality care facilities and sector consolidation are expected to accelerate in the next few years.

“This deal marks a new phase in ORPEA’s international expansion strategy, which will continue in the next few months since the group has a large amount of financial flexibility.”

Acxit Capital acted as the exclusive financial advisor to Orpéa S.A, with managing partner, Thomas Klack, heading the team. Klack commented: “The acquisition target will give ORPEA a strong position in the German-speaking part of Switzerland with excellent further growth potential because of a Thomas Klack secured expansion pipeline. Also the capital market appreciated ORPEA’s acquisition strategy: the transaction lead directly to an increase of Orpéa’s share price by 3.9% on the first trading day post transaction announcement.” www.acxit.com info@acxit.com

SLOTERVAARTZIEKENHUIS Amsterdam’s Slotervaart Hospital was acquired by MC Zuiderzee care entrepreneur Loek de Winter.

Slotervaart Hospital is in the same context, a strategic partnership with the Antoni van Leeuwenhoek Hospital at.

Marjorie Sinke

In the first quarter of 2014, De Waard Advocaten assisted MC Zuiderzee with the acquisition of Slotervaart Hospital. Two partners from the firm worked on the deal: Tom de Waard and Marjorie Sinke. MC Zuiderzee is a long-standing client of the firm and has now done two major privatizations in the healthcare sector.

There were two major challenges to overcome, say the firm: Tom de Waard firstly, the former shareholders of Slotervaart were involved in litigation before the Enterprise Court in Amsterdam. Marjorie helped to obtain the approval of the court for the closing of the transaction and represented the client at the hearing. Then, the closing had to take place before year end – and in fact this happened on the last day of the year.

In a complicated transaction involving Slotervaart and Antony Van Leeuwenhoek Hospital, the renowned cancer institute, which took over certain activities from Slotervaart, Tom helped to close the transaction before midnight.

Bredin Prat also assisted in the transaction.

ORPEA ACQUIRES SENEVITA

DRV Corporate Finance

MC ZUIDERZEE ACQUISITION

OF SLOTERVAARTZIEKENHUIS DRV Corporate Finance Advisers

Virtual Data Room Provider

Financial Due Diligence Provider

Financial Adviser to the Purchaser

Legal Adviser to the Management Team

CORP. Acquisition International | May 2014 | 87

HEALTHCARE

BOURN BIOSCIENCE LIMITED

DEAL DIARY: Industrial Deals ASK CHEMICALS Ashland Inc. and Clariant have agreed to sell their joint venture, ASK Chemicals GmbH, headquartered in Hilden, Germany, to investment funds affiliated with London and New York-based private equity investment firm Rhône Capital LLC. White & Case advised global private firm Rhône Capital LLC on the acquisition by its affiliates of ASK Chemicals GmbH from Ashland Inc. and Clariant. The transaction is expected to close by the end of the third quarter of 2014.

Ian Bagshaw, the Firm’s EMEA Private Equity co-head, led the team, with Rob Bennett, partner in the Firm’s Banking group in London, as co-lead.

Ian Bagshaw

Ian Bagshaw said: “The global nature of ASK and the tight execution timetable meant that the deal played to the Firm’s strengths as we needed to field a geographically diverse team to support Rhône on both M&A and financing.”

DRUK-PAK Highlander Partners is to acquire Druk-Pak from Penton Partners, through its portfolio company, Akomex.

The potential acquisition will result in creating one of the largest consumer packaging companies in Poland with substantial growth opportunities throughout the EU market. In addition to this add-on investment, Highlander will also finance the construction of a new manufacturing facility at Akomex, which will commence immediately after the closing of the transaction, as well as adding significant equipment for the two existing plants of Druk-Pak and Akomex.

Druk-Pak is one of the largest manufacturers of cardboard packaging in Poland. The company has been operating for 40 years and is based in Aleksandrów Kujawski in Northern Poland. The firm focuses on packaging production for Polish and other international pharmaceutical companies. The company was the first enterprise in the Polish printing industry certified for ISO 15378. Druk-Pak maintains the latest and most state-of-the-art equipment and technology, with the highest quality and environmental protection. The firm has been listed on NewConnect, the alternative market of the Warsaw Stock Exchange, since 2010.

KPT Doradcy Podatkowi Sp.zoo represented Akomex in the transaction, with Krzysztof Hejduk, Tax Partner, and Lukasz Koziol, Senior Tax Consultant, lead the team.

Rhône Capital said: “White & Case fielded an experienced and focused team that complemented the team at Rhône and allowed us to execute this complex deal in relatively short order.”

Rob Bennett

ibagshaw@whitecase.com rbennett@whitecase.com INDUSTRIAL

Hejduk commented: “As a result of transaction two organisms was merged. Both with a lot of experience as well as with established position on the market. From a tax perspective it was a great opportunity to revise tax procedures and to implement the most effective solution which could optimize the taxation of business.”

Krzysztof Hejduk

HARTLAND CONTROLS Headquartered in Illinois with manufacturing operations in China, Hartland is the market leading manufacturer of definite purpose contactors for the US heating, ventilation and air conditioning market, as well as a variety of other industrial end markets. Andor Reiber, Ph.D., Managing Partner at Reiber Group, Inc. led the team at Reiber Group, which represented Incline Equity Partners in the Hartland recapitalisation deal, which was completed on 31st March.

Reiber Group has a long standing relationship of providing management assessment services to Incline Equity Partners.

“The management assessments conducted with several members of the Hartland Controls management team provided greater depth of insight about the executives’ style, strengths and areas of support required as the team commits to the investment thesis,” says Reiber.

Andor Reiber

“Additionally, the assessments provided insight on individual executives’ motives and drivers, and leadership approach and capabilities. Team culture, team dynamics and decision-making processes were also assessed. Reiber Group provided recommendations focused on working with the Hartland Controls team,” he adds. areiber@reibergroup.com www.reibergroup.com Madison Capital, Cohen & Grigsby, Goldberge Kohn Ltd, Choate Hall & Stewart, PwC, Wells Fargo and EHS Support all assisted in the deal.

Other firms assisting in the transaction include Gessel, TS Partners, Data Point and Holon Consultants.

RHÔNE ACQUIRES ASK CHEMICALS

DRV Corporate Finance

INCLINE EQUITY PARTNERS

AKOMEX ACQUIRES DRUK-PAK

RECAPITALISATION OF HARTLAND CONTROLS DRV Corporate Finance

Tax Adviser

Management Team Due Diligence Provider

DRV Corporate Finance

Legal Adviser to the Purchaser

Debt Providers Tax Adviser

Legal Adviser to the Purchaser & to the Equity Provider

Environmental Due Diligence Provider

Madison Capital Legal Adviser to the Equity Provider

Virtual Data Room Provider Financial Advisers to the Equity Provider Financial Adviser to Target Risk & Insurance Due Diligence Provider & Pensions and Actuarial Adviser Tax Adviser Financial Due Diligence Provider

88 | Acquisition International | May 2014

Risk & Insurance Due Diligence Provider

DEAL DIARY: Industrial Deals RMEC MBO

Nordic Capital Fund V has reached an agreement to sell Danish-based KOMPAN, the world’s leading innovator and manufacturer of outdoor playgrounds and playground equipment, to a group of Danish investors.

Maven has announced that it has invested £7.5 million in support of the £14 million MBO of RMEC, a specialist mechanical and hydraulic engineering company. This is Maven’s seventh oil and gas transaction completed over the past nine months, and takes its total investment in the energy services sector to over £30 million during that period. The investment in RMEC was funded by a syndicate comprised of Maven client VCTs and a number of high net worth investors.

Under Nordic Capital’s ownership, KOMPAN has been transformed from a dispersed European player into a truly global company and has completed 14 add-on acquisitions. Revenue has almost doubled reaching DKK 1.3 billion in 2013 while operating profits have more than tripled.

The new owners are KOMPAN CEO Connie Astrup-Larsen (10%), supply chain director Jesper Egelykke Jensen (5%), PFA pension fund (28%) and private investor Christian Dyvig (57%). Shares will also be offered to other executives in KOMPAN. As important financial partners to the company, PensionDenmark and Nordea contribute with long-term loan and bank financing respectively. As a result, KOMPAN will have continued strong longterm ownership and the financial basis for further development and growth.

Michael Haaning, Principal, NC Advisory A/S, advisor to the Nordic Capital Funds, comments: “The original goals for the investment have been achieved. KOMPAN is in every aspect a stronger company today with strengthened geographical presence and the best sales and supply chain functions in the industry. The company has gained significant market share - particularly during the last years of Nordic Capital’s ownership - and is now a truly global market leader. I would like to thank KOMPAN’s management and skilled staff for their hard work and excellent cooperation.”

Cameron Millar

Kudos Financial Services was asked to report on potential liabilities, with regard to the pension and ancillary schemes operated by the RMEC Ltd, both pre and post transaction on behalf of Maven Capital Partners.

Jim Tennent, Director, Due Diligence, led the team at Kudos, supported by Diligence Analyst Cameron Millar.

“Kudos has over 20 years due diligence experience and has Jim Tennent worked with the majority of banks and venture capitalists in the UK during that time,” says Tennent. “We are also independent financial advisers who are one of the leading employee benefit firms in the UK.” Jim.tennent@kudos-ifs.co.uk www.kifs.co.uk

PWC, Consiglio Law and Accura Tax assisted in the deal.

NORDIC CAPITAL DIVESTS KOMPAN

DRV Corporate Finance

MAVEN LEADS £14 MILLION MBO OF RMEC

DRV Corporate Finance

Pensions and Actuarial Advice

WILLIAMS HYBRID POWER GKN plc, the global engineering group, has acquired the entire issued share capital of Williams Hybrid Power Limited from Williams Grand Prix Engineering Limited.

WHP specialises in the design and manufacture of composite flywheel-based energy storage systems, initially exploring options for the bus, truck and tram markets. GKN and WHP have been working together to validate the use of this technology and now that this stage has been reached, it is appropriate for GKN to use its global resources and manufacturing capability to maximise the commercial opportunities that exist.

The consideration payable for the acquisition comprises cash consideration of £8.0m payable at closing, together with potential uncapped additional consideration payable based upon future sales of WHP products in the following 10 years. That additional consideration will be calculated at 3.5% of sales in each of the first five years, declining on a stepped basis to 1.5% by the end of the 10 year period, and shall only be payable to the extent that it cumulatively exceeds £4.0m. The acquisition will be funded from GKN’s existing resources.

Speaking about the acquisition, Phil Swash, Chief Executive of GKN Land Systems, said: “This acquisition is a great opportunity for GKN to take a unique technology to global markets, helping solve the emissions and efficiency challenges faced by mass transit companies around the world.

“It also provides GKN with a unique set of engineering skills that we believe will help bring new innovation and performance to our wider product portfolio.”

GKN ACQUIRES

HYBRID POWER LIMITED DRVWILLIAMS Corporate Finance

Virtual Data Room Provider

Virtual Data Room Provider Legal Adviser to the Purchaser Financial and Tax Adviser Legal Adviser to the Management Team

Legal Adviser to the Vendor Legal Adviser

Tax Adviser

Risk & Insurance Due Diligence Provider

Acquisition International | May 2014 | 89

INDUSTRIAL

KOMPAN

DEAL DIARY: Support Services Deals AVANTIA GROUP MBO

INTEGRATED ENGINEERING SERVICES

THRUPOINT

ECI Partners has acquired Avantia Group, which operates the online consumer home insurance brand HomeProtect, in a Management Buyout (MBO) worth £57m.

In April, Wilhelmsen Technical Solutions AB, a major supplier and integrator of HVAC systems and services to the offshore and marine industries, signed an agreement to acquire 100% of the shares in Integrated Engineering Services Ltd., strengthening its heating, ventilation and air conditioning offering to the offshore market.

Acuative, a global provider of IT and network support services, has acquired the U.S. division of Thrupoint, Inc., a leading provider of IT/network consulting and professional services with over 100 employees and offices in New York and Virginia. Combining Acuative’s advanced network operations, infrastructure management, field service, and logistics capabilities expertise with Thrupoint’s expertise in IT/network design, consulting, and managed services will deliver a broad portfolio of services that support the entire IT/network lifecycle.

Acuative also announced their intent to acquire the U.K. and Middle East divisions of Thrupoint, Inc.

Avantia has invested heavily in R&D, capitalising on its rich domain knowledge, which allows the business to offer home insurance to many households when others consider it too difficult. The business maintains the most effective online quote ability of any household insurer in the UK, returning a quote to over 97% of applicants. More than 80% of its new customers are in what other insurers would deem to be ‘difficult to insure’ risk categories.

Phillip Walter, CEO of Avantia and HomeProtect said: “We are delighted to be working with ECI to further grow HomeProtect and our other evolving brands. This investment from ECI will allow us to grow faster organically as well as by acquisition, to offer more customers the peace of mind that HomeProtect delivers.”

Humatica supported ECI with the assessment of Avantia’s organisation and leadership.

Andy Cook, Humatica’s UK Vice President, said: “We are enthusiastic about the opportunity Avantia and ECI have to deliver the investment plan together. We wish all outstanding success.”

Humatica works with leading private equity investors and corporations to make highimpact changes in the way they are organised and managed. Its hard-facts approach enables leaders to dispel complacency and unlock the value of their business.

ECI PARTNERS ACQUIRE AVANTIA GROUP

DRV Corporate Finance

“This acquisition demonstrates our commitment to the offshore market, positioning us as a leading HVAC service provider in the competitive North Sea market,” says Petter Traaholt, President of Wilhelmsen Technical Solutions. “The IES HVAC aftermarket portfolio will greatly complement our well-established offshore services in Norway, the Americas and Asia, providing customers with solid solutions throughout the value chain.”

Based in Aberdeen, United Kingdom, the 110 IES employees are specialists in providing HVAC, environmental and refrigeration services to the offshore industry.

“With over 30 years of experience, IES has built long-term relationships with major players in the offshore market. Combining both companies’ high technical competence and solid reputations increases our customer value proposition to our combined client base, offering services in multiple sectors of the North Sea,” Traaholt added.

“By joining forces, we broaden our global footprint, enhance our high quality services, and continue our commitment of securing seamless operations and regulatory compliance for our offshore and onshore customers. I am very much looking forward to the opportunities this acquisition brings,” adds Stuart Lockhead, newly-appointed Managing Director of IES.

WILHELMSEN TECHNICAL SOLUTIONS ACQUIRES

DRVINTEGRATED CorporateENGINEERING Finance SERVICES

Thrupoint specializes in the development of architectures and roadmaps to help clients manage and leverage their IPT/unified communications, security, mobility/wireless, data centre, and storage technology infrastructures. Using a holistic approach that addresses short term and long term needs, Thrupoint provides consulting and professional services that address every phase of technology management for clients. They currently support a number of major clients in the financial and service provider sectors.

“We are committed to expanding our solutions and expertise, enabling additional services to support our clients’ growing needs,” says Vince Sciarra, CEO of Acuative. “Our clients rely on us as their partner to help them reach their goals, and the addition of Thrupoint enhances our ability to provide the solutions they require in an ever-changing and increasingly complex environment. We are looking forward to leveraging our two highly complementary businesses as part of this transformational acquisition.”

“Acuative has a strong 30-year background providing service-based technology solutions. We’re excited to join an organization with which we share the same vision and mission,” says Robert Foley, President of Thrupoint. “We believe our current and future clients will benefit considerably.”

Thrupoint will operate under the Acuative brand moving forward.

ACUATIVE ACQUISITION

OF THRUPOINT, DRV Corporate FinanceINC.

Management Team Due Diligence Provider

SUPPORT SERVICES

Virtual Data Room Provider Financial Due Diligence Provider Commercial Due Diligence Provider Pensions and Actuarial Adviser

Virtual Data Room Provider Financial Due Diligence Provider

Legal Adviser to the Purchaser

Legal Adviser to the Purchaser

Legal Adviser to the Vendor Legal Adviser to the Equity Provider Legal Adviser to the Vendor

90 | Acquisition International | May 2014

DEAL DIARY: TMT Deals CONTENT AMP Adyoulike, the French advertising group represented by Beavis Morgan Corporate Finance, has acquired Content Amp, the specialist UK Native Advertising group.

Native Advertising represents an exciting new opportunity for media agencies and the advertising industry in general. The production and careful placement of well written content can bring enormous value to the advertiser.

Steve Govey

“An understanding of how the income recognition operates in the media sector was crucial to the due diligence exercise,” said Steve Govey, Client Partner, Beavis Morgan Corporate Finance.

“There are a small number of dedicated native agencies in the UK, so the opportunity for Adyoulike to acquire Content Amp was strategically important.”

Tina Cowen at New Media Law was legal adviser to the selling shareholders and Guillaume Schmitt at d’Alverny Avocats in Paris and Ian Baker at Miller Rosenfalk LLP in London were legal advisers to the equity financiers and Adyoulike.

NOVISOURCE IPO Consultancy Company Novisource was listed, for the first time, on the NYSE Euronext Amsterdam Novisource has an experienced board formed by Willem van der Vorm (CEO, formerly director for pensions ASR) and Bert Winkoop (CFO, previously to the former CFO of listed UCC NV). “With this listing, we are at the beginning of a new phase with regard to the further development of our company. The past three years we have worked hard to make Novisource ready for an IPO, creating new opportunities for future growth can be “further exploited” says Willem van der Vorm.

Xence Finance was and is involved in all strategic and financial issues concerning Novisource.

Xence Finance was also involved in the first acquisition of Novisource after the listing.

The team at Xence was led by partner, Guido Nienhaus, who commented: “Xence Finance advised (the shareholders of) Novisource on the transaction structure, on the financial modelling and in the negotiation Guido Nienhaus process.

Nienhaus@xence.nl www.xence.nl “The listing will facilitate future growth of Novisource by acquisitions.”

Xence Finance is a small corporate finance & strategy firm focused on advising entrepreneurs on: Strategy; Acquisition finance; Buy, build & exit strategies; Management Buy Out’s; and Recovery.

Xence Finance is focused on people and knowledge intensive sectors like ICT, telecom, services, software/SaaS and healthcare.

ADYOULIKE ACQUIRES CONTENT AMP

DRV Corporate Finance

NOVISOURCE LISTED FOR FIRST TIME

DRV Corporate Finance

Financial Due Diligence Provider

UTILITY PARTNERSHIP LIMITED Smart Metering Systems plc., the integrated metering services company that connects, owns, operates and maintains current generation, advanced and smart metering assets and databases, has announced the acquisition of the entire issued share capital of Utility Partnership Limited, a leading manager of electricity meters in the UK and provider of electricity connections, design, meter installation, data management and energy management services.

BPU Chartered Accountants is a leading firm of Chartered Accountants and Business Advisors in South Wales. BPU have represented Utility Partnership Ltd in providing accounting, audit, taxation and specialised consultancy services for over 14 years.

Michael Bishop, BPU client service director who led the team in the transaction, said: “We are delighted that BPU were able to assist the UPL directors and shareholders by providing advice throughout the last decade whilst they developed their Michael Bishop niche business within the Electricity Services market sector, culminating with this successful sale of the business.”

Graeme Bruce at Dundas & Wilson CS LLP acted as Legal Adviser to the purchaser/management team.

Nominated advisers to the purchaser were Neil McDonald and Beth McKiernan at Cenkos Securities plc.

Richard Oman at Addleshaw Goddard was legal adviser to the debt providers. Financial due diligence was provided by Angela Toner and Adam Cullen at Baker Tilly Corporate Finance LLP. Legal adviser to the vendor was Michael Jones at MacTaggart. Financial adviser to the vendor and vendor due diligence provider was Michael Bishop at BPU Chartered Accountants. Tax advisers to the purchaser were David Payne and Carole Connor at Baker Tilly Tax and Accounting Limited. Tax advisers to the seller were Michael Bishop and Martin Knight at BPU Chartered Accountants. The virtual data room provider was Graeme Bruce at Dundas & Wilson CS LLP.

SMART METERING SYSTEMS ACQUISITION

UTILITY PARTNERSHIP DRVOF Corporate Finance LIMITED Financial Adviser to the Vendor, Vendor Due Diligence Provider & Tax Adviser to the Seller

Financial Adviser to the Vendor Corporate Finance

Legal Advisers to the Equity Provider and the Purchaser

Legal Adviser to the Vendor

Financial Due Diligence Provider & Tax Adviser to the Purchaser

TMT

Legal Adviser to the Selling Shareholders

Legal Advisers to the Debt Providers

Acquisition International | May 2014 | 91

playHARD Acquisition International’s monthly lifestyle section

Belgraves

A destination for those who have arrived, but are nowhere near finished

10 of the World’s Best Private Islands

Feversham Arms

The Swan Hotel

Hotel & Verbena Spa

Lavenham, Suffolk

How to buy… a ticket to space

playHARD Hotel Review

“A destination for those who have arrived, but are nowhere near finished. A boutique hotel for those who do not think small.

A luxury hotel for those who know that downtime requires as much due diligence as uptime.

Thompson knows.�

Belgra

ves, A Thomp

son Ho tel

Belgravia is an area of London truly in a class of its own; home to luxurious properties, renowned classical architecture and white stucco residences, it is one of the wealthiest districts in the world.

Manhattan-born Thompson hotel group chose wisely when it selected Belgravia - no stranger to high-end hospitality – for its latest and only transatlantic location.

Belgraves, A Thompson Hotel opened in February 2012 and is located on Chesham Place. The sumptuous hotel boasts 85 exquisite rooms and suites, an outdoor terrace and a gym. It also features a restaurant and bar.

Describing itself as ‘Britannia, meet Bohemia’, they are pretty close to the mark. The hotel has all of the feel of a luxury New York loft, but benefits from the added charm that comes from the carefully thought out British design – thanks to Tara Bernerd & Partners.

Location-wise the hotel is perfectly positioned. The serene neighbourhood might have you fooled but Belgravia is less than 2 miles away from the City and the hotel provides the perfect base for exploring Knightsbridge, Kings Road Chelsea, Pimlico, and Westminster, furthermore some of London’s finest tourist attractions are a mere stone’s throw, from Buckingham Palace to Hyde Park.

The rooms are stylish and bold. With king-size beds, marble bathrooms, LCD flat-screen TVs, iHome docking stations and free WIFI; whether you are there for business or pleasure, Thompson has thought of everything.

With so many fine restaurants and bars within easy reach, Belgraves had a lot to live up to if it were to persuade its guests to dine and relax in the hotel. This mission has certainly been accomplished with much thanks owed to Sophie Michell. Michell is the executive chef who has taken the helm of Pont St. Restaurant. Her menu paves the way for an eclectic range of dishes, from crudo, small plates and salads to fresh seafood prepared a la plancha. Specialities include sea urchin, chili and garlic spaghetti with bottarga shavings; baked spiced Cornish crab with jalapeno hollandaise and sourdough croutes; poached sea trout with oyster mayonnaise; and Gloucester Old Spot pork chop with celeriac gratin, apple jelly.

Located on the mezzanine is the hotel bar and as you would expect, the cocktail menu is a solid one. The bar area is relaxed, offering intimate as well as comfortable seating areas, bold artworks and stacked bookshelves. The Bar features an adjoining smoking Terrace popular among guests and local residents alike.

Art is integral part of the hotel and in conjunction with A Space For Art, Belgraves, A Thompson Hotel presents its latest art initiative – ‘The Window @ Belgraves’ – a Guest Curator Programme whereby London’s leading galleries and art management companies will showcase conversational pieces from the some of the World’s most exciting, emerging and established talent. Selected artwork will feature throughout the hotel’s eclectic public spaces including the mezzanine bar, lobby, Pont St. restaurant and terrace. Works will be displayed at Belgraves on a four month rotational basis, with one lead piece taking centre stage in ‘The Window’ – a unique viewing space situated on the ground floor of the hotel which overlooks Belgravia’s Chesham Place.

With spring well and truly underway you may be interested to learn a little more about Belgraves’ Urban Picnic, the hotel invites its guests on an urban food adventure to uncover all that is great and gritty about London; perfect for a leisurely afternoon discovering a local side of the city.

Modernising the quintessential springtime activity, Belgraves’ Urban Picnic puts a spin on alfresco dining, ditching the traditional wicker baskets and cucumber sandwiches in favour of a mouth-watering menu freshly prepared by Executive Chef Sophie Michell. Guests will indulge in an eclectic spread, including saffron and buttermilk chicken skewers, strawberry and pink peppercorn tarts and refreshing Kamm and Sons spritz cocktails.

Should you select the hotel for business, you nor your guests will be disappointed. Belgraves takes London meeting and event space to an entirely new level in sumptuously appointed, high-profile settings with the discreet atmosphere of a private club. The hotel offers exemplary surroundings for book launches, press events and breakfast meetings, cocktail receptions and corporate events.

If you are in London for business, or if you’re planning a weekend break, Acquisition International highly recommends a visit to Belgraves, A Thompson Hotel. In fact, we look forward to visiting the hotel’s US siblings… www.thompsonhotels.com/hotels/london Rooms are priced from £309 + vat for a King Superior

Arms m a h s r na Spa Feve e b r e &V Hotel A beautiful blue sky sunny day was perhaps the ideal way to arrive at the Feversham Arms Hotel located in the picturesque market town of Helmsley in North Yorkshire. Spring daffodils were in full bloom and surrounded by stunning countryside, it appeared the perfect hideaway for our weekend in the North Yorkshire Moors.

Before we had even arrived the famous Yorkshire hospitality shone through; we received a welcome letter confirming all of the details of our stay – including our dinner reservation, spa appointment and checking any special requirements. Small points that are so often missed it was clear that the attention to detail was of utmost importance as was the staff’s commitment to maintaining the hotel’s high standards.

“a luxury hideaway, designed to help guests retreat, relax and indulge”

As soon as we arrived the concierge met us outside, collected our luggage and parked the car for us – leaving us able to check in with ease.

The check in staff gave us a warm friendly welcome and a short tour of the hotel, allowing us to get to grips with our new surroundings and finally they took us personally to our room – one of the 33 individually designed rooms on offer.

Our room was spacious and comfortable yet modern and elegant, every touch had been thought of, from the Egyptian cotton sheets, soft duck down duvets and speakers in the bathroom. There’s nothing better than arriving at a hotel and leaving your own toiletries in your bag as the ones on offer are so much better - we were spoilt with luxurious Anne Sémonin products! Another of my personal favourite touches was the do-not-disturb teddy bear!

The outdoor area is beautiful and despite the early April date of our stay, boasted a number of sunbathers making the most of the Mediterranean terrace and outdoor pool! The Verbena Spa offers a variety of treatments and packages, all of which include full use of the Heat Experience facilities including the Saunarium, Aromatherapy room, Salt Vapour room, Monsoon shower, Ice cave, outdoor hot-tub & heated pool, foot spas plus the beautiful relaxation room, spa-tisserie and juice bar.

I enjoyed a relaxing facial with one of the spa therapists, Kim, who tailored the products to my skin type and specifically designed the treatment to give maximum results in minimum time. Elemis is one of the hotel’s primary skincare partners and their products were used throughout.

Food and drink is a major part of the hotel’s culture and during our stay, we were lucky enough to dine twice in the hotel’s restaurant. On Saturday evening we enjoyed dinner in the 3 AA rosette restaurant and on Sunday we were treated to a traditional Yorkshire Breakfast.

Every course and every dish was exquisitely prepared and presented. Locally sourced, good wholesome food was presented in a modern style and it was delicious! The hotel claims to be home to one of the most talked about cheese trolleys in Yorkshire and I can categorically confirm this statement! We were further spoilt by the huge selection of wine in the cellar and the range of after dinner liqueurs.

Although we didn’t have room to sample it, rumour has it that the hotel’s afternoon tea is not to be missed, taking place between 2pm & 4pm in the cosy fireside lounges during the winter or by the pool on warmer summer days.

Our stay focussed on pleasure rather more than business, however the hotel does have fantastic business and conferencing facilities. Easily accessible from some of the major Yorkshire business hubs, the tranquil location makes it ideal for escaping from the office and focussing on the task at hand.

The meeting rooms are light and air conditioned, on-site parking is plentiful and the WiFi connection is not only free but very reliable! Feversham Arms also has fantastic facilities for team building activates, with its very own activity fields located on site and an events team that can coordinate a range of other outdoor pursuits to suit all requirements.

The overriding feeling we got from our stay was that nothing would be too much trouble. If you are in North Yorkshire for business, or if you’re planning a weekend break, Acquisition International highly recommends a visit to the Feversham Arms Hotel & Verbena Spa. http://www.fevershamarmshotel.com Feversham Arms Hotel, Helmsley, North Yorkshire, YO62 5AG Telephone: +44(0)1439 770 766 Email: stay@fevershamarmshotel.com

Hotel Review

playHARD Fast Facts: ht Rooms are priced from ÂŁ270 per nig ds Lee and Less than an hour from York sside 45 minutes from Harrogate and Tee Easily reached by car.

The nearest train stations are York, Thirsk and Darlington (transfers can be arranged)

playHARD Hotel Review

The Swan Hotel, in Lavenham, combines centuries of tradition with the very best in contemporary styling, in the heart of one of the best preserved medieval villages in England.

The Sw A Sense of an Ho tel, La History venha m Perhaps the most famous of Britain’s wool towns, Lavenham, in Suffolk, once enjoyed such a high standing that in the reign of Henry VIII it was ranked as the fourteenth wealthiest town in England.

From 1257 to 1530, this East Anglian town prospered on the back of the growth of the wool trade. Its cloth, with its unique dark blue haze, was much sought after across Europe.

The wool industry has long since faded away, and these days Lavenham thrives on a combination of tourism, hotels, restaurants, retail outlets and home-based companies.

But its outward appearance has changed little over the years, with its centuriesold crooked houses—the town has more than 300 buildings listed as being of architectural and historical interest—still leaning impossibly over narrow streets.

With its picture-perfect streets full of beautiful and evocative architecture, it’s difficult to pick out a highlight. But the magnificent 15th century Swan Hotel, with its stunningly well-preserved half-timbered façade, is arguably just that.

The Swan’s gorgeous exterior is only the beginning, however. Step inside and you’ll find a beautifully preserved—yet effortlessly modern—hotel, bringing together a deep sense of history and occasion with the very best in contemporary styling.

With timber beams, leaded windows, medieval wall hangings and the very best in contemporary styling, every one of the Swan’s rooms—each named after a different Suffolk village—is totally unique.

Each room is slightly different to the next, making them all utterly individual, as charming as they are comfortable. All rooms naturally come with modern amenities including flat screen televisions and Wi-Fi as standard.

When it comes to dining options, the Swan caters to all moods and palates, from simple, informal dining in the Brasserie or afternoon tea in the lounge to sumptuous fine dining in the Gallery restaurant. Whichever you choose, all dishes are seasonal, local and delicious.

The Swan also offers the option of private dining. There’s something particularly appealing about sitting around a large table with friends, a few bottles of great wine, personal service – and of course something seriously good to eat. Chef Justin Kett is passionate about using the best quality produce and can create menus tailored just for you.

Guests can select from a choice of starters, mains, desserts and cheese courses and sommelier Francois Belin will share his great knowledge of wine to enhance the flavours of the menu and help you select the ideal wine.

During the World War II, Lavenham was the site of the 487th Bomb Group of the US Air Force –evidence of which can be seen in the derelict control towers scattered around the area. The bar in the Swan was a favourite haunt of locally-stationed airmen, and today remains a memorial to their courage and sacrifice. The laid-back and relaxed Airmen’s Bar is brim full of Second World War memorabilia, making it an evocative and inspiring setting.

The Swan is also an ideal and unique place to hold a wedding reception. Exclusive use is available, where the Swan Hotel can be all yours for the day.

The Swan is additionally an ideal place to hold a business function, with three meeting rooms, all with natural daylight, The Swan can offer an exceptional service from luxury corporate retreats, team building, seminars, conferences to private functions, cocktail parties’ and gala dinners.

If you want to get out and about, there’s plenty to do in Lavenham and the surrounding area.

Little Hall is a late 14th century hall house, situated on the bustling Market Square. Mirroring the history of Lavenham over the centuries, Little Hall was first built in the 1390s as the home and work place of the Causton family. Having since been restored, it now provides a unique timeline of architectural and cultural history. In addition, visitors can stroll round the beautiful gardens.

Held on the fourth Sunday of every month in Lavenham Village Hall, Lavenham Farmers Market boasts over 30 of the highest quality artisan producers in Suffolk, and is well worth a monthly visit. It really is a genuine, local market – everything that is sold at the market comes from within a 30-mile radius.

The Suffolk coast is also well worth a visit from Lavenham. The ancient port of Orford, the unspoilt town of Aldeburgh and the maltings at Snape are all within easy reach.

10 of the World’s Best Private Islands

Ailsa Craig, Scotland (pictured) Although perhaps not ideal for someone seeking unparalleled luxury (accommodation takes the form of just a single cottage, although the island does also boast its own lighthouse and a ruined castle) Ailsa Craig would be a perfect choice for fans of natural geography and wildlife. The island is formed from a plug from a long extinct volcano, and is the breeding ground for one of the largest colonies of gannets in the world.

Price: £1.5 million More information: www.knightfrank.co.uk

To truly escape the crowds on holiday, the only real solution is to acquire your own personal island. These exclusive hideaways offer total solitude and unsurpassed luxury – and they’re all for sale.

James Island, Canada d James Island is a 780-acre private islan ous fam ’s ada Can in with prominently situated and rich a in ped Stee . ago Gulf Island archipel had several lives, documented history, the island has industrial plant from agricultural settlement, to an incarnation and company town, to its present to much rn retu a and eat as an exclusive retr lities faci r othe ong Am e. of its natural stat laus Nick Jack ole 18-h it also boasts an Signature golf course.

Drottninghamn Island, Sweden ance Drottninghamn is located a short dist k mar land a from the famed isle of Birka – ng Viki wn kno island home to one of the first d islan the on settlements. The oldest dwelling has and 0, was built between 1600 and 170 several retained its historical charm through ability. live its refurbishments designed to preserve ch whi el tunn A highlight is the underground se hou m connects the seven-bedroo to an indoor swimming pool.

Price: £1.5 million More information: www.privateislandsonline.com

Nananu-I-Cake, Fiji of largely Nananu-I-Cake offers 242 hectares room main -bed four a untouched land, with only f homes staf e thre and s house, two guest cottage ured feat s nitie ame er Oth currently built upon it. l, poo g min swim a in on the island consist jetty. five beaches and a large deep water t ues req n upo le Price: availab More information: www.privateislandsonline.com

Moute Iti, Tahiti approximately 280 km to lies Moute Iti a Bora the north-west of Tahiti, within Bor e lagoon. island’s legendarily beautiful turquois ern facilities, In spite of being equipped with mod virgin island, Moute Iti gives the impression of a a local Tahitian with all its buildings constructed in and there are style. Its diameter is about 35 km, t O Te Manu two mountains—Mont Pahia and Mon —that dominate the island.

Price: £480,500 More information: www.privateislandsonline.com

Ballast Key, Florida, USA Ballast Key, a 14-acre private islan d estate, has long been a haven for actors, writ ers and dignitaries seeking a retreat from eve ryday life.

One of the only privately owned islan ds in the Key West Wildlife Refuge, Ballast Key is surrounded by world-class tarpon and permit-fishin g waters.

Price: £10.2 million More information: www.privateislandsonline.com

playHARD Ko Tae Nai, Thailand Located 400 metres off the souther n coast of Koh Phangan, in Southern Thailan d, the Island of Koh Tae Nai comman ds untouched golden sandy beaches and is surroun ded by thriving coral reefs. Any prospective buyers had better be quick, though: it’s the only island of its kind for sale within the Gulf of Thailand and is bein g touted for development as a 6 star resort.

Price: £11.4 million More information: www.privateislandsonline.com

Little Ragged Island, Bahamas Situated in the Ragged Island Cays, this immense private island has ove r 30,000 feet of shoreline. The island is well-fo rested with thousands of Lignumvitae and coc onut trees.

Two large ponds, fertile soil, and a sheltered harbour are also features of the island. Littl e Ragged Island has an abundant supply of fresh wat er and the fishing in the area is reputed to be excellent.

Price: £15.2 million More information: www.privateislandsonline.com

Petit Nevis, Caribbean This private tropical island is approximately 71 acres in size.

It’s surrounded by great dive sites, and the nearby reefs are idea l for snorkelling. The climate is close to ideal, cooled by the trade winds for mos t of the year, temperatures range from 25 to 33 degrees Celsius.

Furthermore, this part of the Caribbe an is a haven for sailors and yachtsmen, and som e of the most beautiful boats in the world can be seen here – it is, in fact, a perfect location to cate r to a very high-end clientele.

Price: available on request More information: www.privateislandsonline.com

Buck Island, British Virgin Islands Sitting just off the south-east of Tort ola along the Sir Francis Drake Channe l, 43-acre Buck Island is touted as the most luxu rious, exclusive freehold private island esta te in all of the Caribbean. Its breath-taking terr ain consists in vertical cliffs and soft white sand beaches perfect for exploring and admiring . With lavish accommodations both spacious and meticulously designed, the residence – host to roya lty and dignitaries – houses upwards of 20 occupants.

Price: available on request More information: www.privateislandsonline.com

playHARD How to Buy… A Ticket to Space Space tourism opportunities have, until fairly recently, been severely limited – not to mention staggeringly expensive. But a number of companies are now starting to offer the chance of a truly out-of-this-world experience.

Since the first manned space flight in 1961, around 500 people have made the trip outside the Earth’s atmosphere. But recently a number of start-up space travel ventures have begun to spring up, and a very small number of companies are now advertising trips to space, allowing those who can afford it the chance to join what is possibly the most exclusive club in existence.

Virginia-based Space Adventures, Ltd. is the only company currently providing opportunities for actual private spaceflight and space tourism, having already sent seven self-funded individuals into space and back aboard Russian Soyuz spacecraft. The publicised price for such flights has been US$20-40m.

Space Adventures has also recently entered an agreement with Boeing to market seats on their new spacecraft, the CST-100, which is being developed to transport crew to the International Space Station, and is expected to be operational in 2016/7.

More realistic, in the short term at least, is a sub-orbital flight. Despite being a much more affordable proposition, passengers would still experience a flight to at least 62 miles (the altitude, known as the “von Karman Line” that is generally recognised by the international community as the threshold of space) as well as three to six minutes of weightlessness, a view of a twinkle-free star field and a vista of the curved Earth below.

One firm offering such flights is XCOR Aerospace, a small, privately-held California corporation founded in 1999. The firm has since developed and built 13 different rocket engines and built and flown two manned rocket-powered aircraft.

XCOR is now in the phased development of its next generation vehicle, a reusable launch vehicle named Lynx Mark II. Like an aircraft, Lynx is a horizontal take-off and landing vehicle, but instead of a jet or piston engine, Lynx uses its own fully reusable rocket propulsion system to depart a runway and return safely. Passengers will travel to the edge of space on the Lynx, reaching an altitude of 62 miles.

Tickets to space with XCOR start at US$95,000 per flight, including medical screening and G-Force training at one of the firm’s operating locations – as well, of course, as bragging rights for life.

Perhaps the most high-profile space flight offering comes from Sir Richard Branson, with his Virgin Galactic programme. For a US$250,000 fee (payable up front, in full) passengers will board the company’s VSS Enterprise before climbing to an altitude of 50,000 feet. The craft’s rocket engine will then ignite, accelerating the spaceship to around 3,000mph - nearly four times the speed of sound.

Passengers will then be able to float around the spacecraft in zerogravity and take in views of the earth from 62 miles up, before beginning the descent to earth.

People who’ve confirmed reservations (there are over 600 so far) have already been trained on a centrifuge facility in Philadelphia and on zero gravity parabolic flights throughout the United States, as well as visiting Branson himself at his private island in the Caribbean.

Other even more ambitious space tourism projects are also in the offing.

Bigelow Aerospace, an American space technology start-up company based in Las Vegas, is pioneering work on expandable space station modules. The firm says these will greatly exceed the usable space of the International Space Station, at a fraction of the cost – and thus making the prospect of an actual holiday in space slightly more affordable.

reach 62 miles – the altitude one has to to be called an astronaut.

0m – the amount paid by each 20-4 US$ of the seven space tourists so far.

US$150 – the actual cost of sending an individual into space. e US$95,000 – price of a ticket to spac . with XCOR Aerospace – price of a ticket to space ,000 250 US$ with Virgin Galactic.

500 – the number of people und Aro who have visited space since 1961.

NASA’s US$4 billion – the cost per year of space shuttle programme before its retirement in 2011.