AI May 2015

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Acquisition International • May 2015

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Leading the High Tech Fight Against Diabetes Orgenesis is a company based on the work of Pr. Sarah Ferber, who pioneered the method of using adult cells for new therapeutic indications. Orgenesis believes its technology will provide a new means of providing adequate levels of insulin to insulin dependent patients with type 1 diabetes.

Social Media Evolution

We chat to Claudia Loens, founder and CWO at WordflirtÂŽ, a company that helps professionals write resumes, bios and marketing copy. As social media has evolved, the transition into social media marketing was a natural fit for WordflirtÂŽ.


DEEP & FAR

Attorneys-at-Law 13th F1., No. 27, Sec. 3, Chung San N. Rd. Taipei 104, Taiwan, R.O.C. Tel: +886-2-2585-6688 Fax: +886-2-25989900/25978989 email@deepnfar.com.tw Deep & Far was founded in 1992 and is one of the largest law firms in this country. The firm is presently focused on the practice in separate or in combination of all aspects of intellectual property rights (IPRs) including patents, trademarks, copyrights, trade secrets, unfair competition, and/or licensing, counseling, litigation and/or transaction thereof. Since this firm edges itself into the IPRs field, the firm quickly comes to fame. As an illustration, this firm often is one of the largest sources from which foreign filing orders originate. The fascinating rise of this firm begins from the founder of Deep & Far attorneys-at-law, C. F. Tsai, who is the one first patent practitioner in this country who both has technological and law backgrounds and is qualified as a local attorney-at-law. The patent attorneys and patent engineers in this firm normally hold outstanding and advanced degrees and are generally graduated from the top five universities in this country and/or the university in the US. Our prominent staffs are dedicated to provide the best quality service in IPRs. As a proof, about one half of top 100 incorporations in this country have experiences of seeking patented their techniques, but more than one fifth of the top 100 incorporations are/were clients of this firm. Furthermore, Hi-Tech companies in the science-based industrial park located at Hsin Chu play an important role in booming the economy of this country. About one half of which have experiences in seeking patented their techniques, and out of more than 60% of the patent-experienced companies in that park have ever entrusted their IPR works to this firm.

We have experienced in seeking IPR-protections for our clients in more than 100 territories all over the world. We have thousands of IPR-cases respectively prosecuted before official Patent Offices of major industrialized countries. This firm not only is the most competent in IPR-related matters in this country but also is very familiar with IPR-practices in major industrialized countries. As a matter of fact, this firm oftentimes tries and makes precedents of new claim-drafting styles. While we might have become wonderfully famed locally with remarkable appreciation and respects, we would like to extend our services for internationalized or quality service-requiring foreign conglomerated giants, corporations or individuals. We strongly believe that we will win more applause from clients all over the world.

www.deepnfar.com.tw


Editor ’s Comment Welcome to the May issue of Acquisition International! Tax is the talk of the town this month, as a recent survey by EY reveals how discussions around and impact of many tax issues have generated more attention and stronger communications within the industry. We’ve gathered a list of managers, CEOs and business leaders from across the globe in our 2015 Most Innovative Business Leaders section, which, this month, features the likes of Cappco Partners, Deloitte and alldayPA. We take a closer look at some of 2015’s leading advisors, including Copperstone Capital, Specchia & Associati and Harwood Hutton, and explore how and why Europe has the highest number of M&A deals in the pipeline.

Deal of the Month: Orgenesis

Orgenesis is a company based on the work of Pr. Sarah Ferber, who pioneered the method of using adult cells (as opposed to stem cells) for new therapeutic indications. Orgenesis believes its technology will provide a new means of providing adequate levels of insulin to insulin dependent patients with type 1 diabetes. /51

News /4 The latest news stories from around the world.

Always keen to bring you the latest news from all regions, we catch up with Forensic Risk Alliance in our Ones to Watch Section and we find out more about some successful companies currently flourishing within their respective sectors in ‘60 Seconds With...’.

2015 Most Innovative Business Leaders /14 A closer look at some top-performing business leaders and the services they provide.

2015 Leading Advisor /24

And, of course, there’s our regular ‘Q1 Review’ section and our monthly Deal Diary round up of some of the more noteworthy deals from across the business landscape.

We catch up with some of the most active and innovative advisory firms around the world.

M&A Focus /30

We hope you enjoy the issue.

We focus on the current mergers and acquisitions that keep the wheels of global business turning.

Mark Toon, Editor mark.toon@ai-globalmedia.com

Appointments /34 Tracking the major moves taking place within the global business sphere.

60 Seconds With... /39 We catch up with some successful companies currently flourishing within their respective sector.

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/

11/ Deal of the Month We showcase the most talked about M&A activity from around the world in our monthly deal showcase. 48/ Ones to Watch We pick out the companies to keep an eye on from across the global business landscape. 52/ Global Expertise Directory We see who’s who in our handy guide to some of the firms leading the way in their respective sectors. 55/ Deal Diary Introduced by Zephyr/ Bureau van Dijk. Our monthly round up of recent M&A activity across the globe. As always, we feature a range of transactions across a number of different sectors.

Acquisition International - May 2015 3


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News: from around the world

Saudi Arabia to Open Stock Exchange to Foreigners Exchange authorities will permit large foreign investors to buy as much as 49% of a quoted company.

Saudi Arabia has announced that direct foreign investment in the stock market will soon become possible, according to a statement by the Riyadhbased Capital Market Authority. The move opens up what had been one of the world’s most restricted exchanges, as well as one of the most important ones in terms of liquidity and market capitalisation. Deutsche Bank analysts have estimated that the move would attract rapid inflow of about $35 billion. “This is hardly surprising in view of the fact that the kingdom, which is OPEC’s largest exporter, currently accounts for 45 percent of the Middle East and North Africa’s market capital and 65 percent of regional liquidity, estimated at some $4 billion, which makes it the most liquid market in the region,” a Deutsche Bank briefing note said. This move offers considerable opportunities to foreign investors, according to Mark Mobius, executive chairman of the $900 billion Franklin Templeton fund emerging markets group. “The $745 billion Saudi economy dwarfs many others in the region, and its market is well-capitalized and mature. Trading liquidity in the Saudi Arabia stock market is the highest in the region and Saudi Arabia has the strongest pipeline of initial public offerings (IPOs) in the region as well.

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“Some pundits are speculating that Saudi Arabia could receive an emerging market classification from index provider MSCI within the next two years, leapfrogging the ‘frontier’ classification and likely drawing more investor interest as a result,” Mobius wrote on his Facebook page in August 2014. Foreigners will be able to own up to 49% of a single stock and institutional foreign investors with a minimum of 18.75 billion riyals ($5 billion) under management will be allowed to invest directly in the stock market, the Capital Market Authority statement said, although the CMA reserves the right to reduce that limit. The Saudi market is worth approximately $530 billion, according to analyst estimates. Mutual funds and exchange traded funds are expected to be quick to take advantage of some of the exchange’s solid blue-chip investments. For now, the Saudi market is largely dominated by energy related companies and financial firms. The exchange’s index, the Tadawul, has genuine blue-chips such as the petrochemicals conglomerate Sabic, the investment group Kingdom Holdings and the Islamic banking group Al-Rajhi, all large, wellcapitalised global companies. It also has the most liquid of all markets in the Gulf Cooperation Council, driven by the army of retail investors who comprise as much as 80% of daily turnover, much of it dominated by the big hammour

[fish] of the market, as influential private investors are dubbed. The exchange has run many important initial listings; for example, last year’s $6 billion IPO of National Commercial Bank was one of the biggest and most successful market flotations of 2014. Mobius has said that he would double or even triple his commitment to the Saudi market when it opened up. Now he has the chance. The fact that the Saudi exchange is performing well should make the opportunity even more interesting to investors. The Tadawul All Share Index has risen 17% this year, the best performer among the Gulf markets. It is also important for attracting new listings, as valuations are rising, and are likely to rise more with the influx of capital that is expected to accompany the opening up of the market in June.


News: from around the world

News: from around the world

Unemployment Rate Still Masking a Recovery on the Rocks Modest growth in April jobs isn’t enough of a silver lining to hide a bad GDP report and historically low labour force participation rate. The chief executives of Job Creators Network have stated that the April jobs report is not a cause for celebration. Rather, they point to the bigger picture problems of continuing sluggish GDP growth and a labour force participation rate stuck at a 37 year low. “Last week, we learned the economy has barely grown at all so far this year, and that’s on top of a very disappointing 2.4% growth for all of 2014,” said Alfredo Ortiz, President and CEO of the Job Creators Network. “4% growth is the recovery we need but don’t have; 3% is breaking even; and less than that is a recovery on the rocks.” “One reason we’re not growing like we should is that people are no longer looking for work like they used to,” noted Ortiz. “The labour force participation rate has been less than 63% for a full year, for the first time since March of 1978.” Last month’s jobs report showed the labour force participation rate, a measure of the percentage of working age adults in the labour force, remained stuck at less than 63% for a full year. This important measure remained at 66% or above for most of two decades prior to the 2008-2009 recession. The chronically lower participation rate means more than 7 million additional Americans are not working, yet not counted as unemployed by the official measure. “We will not row our way to a robust recovery if so many people are no longer looking for an oar to pull,” concluded Ortiz. “Whether the issue is regulation, healthcare, minimum wage hikes, or our convoluted corporate tax system, politicians need to get government out of the way so the cost of hiring can come down.”

Banks Among the Worst at Blaming Customers When Things Go Wrong The traditional mantra for successful businesses ‘the customer is always right’ is under threat, as UK businesses get tough with complaining customers, according to new research by alldayPA. The survey, which questioned 1,000 members of the public, found that most (76%) had been frustrated with businesses refusing to apologise when things had gone wrong with a product or service.

68% of people had experienced problems with rude and unhelpful call handlers whilst 55% said that they had been frustrated with automated call menus when all they wanted to do was reach someone to speak with.

Just under half (47%) had an even worse experience being told that problems were their fault when they tried to make what they consider to be legitimate complaints.

Sue Ratcliffe, spokesperson at alldayPA, said: “Understandably companies don’t want to accept blame for something that isn’t their fault, but it’s important to strike the right balance so that customers feel that you are listening and doing your best to help them.

Holiday companies were found to be worst at dealing with customer complaints, with 31% of respondents saying they had experienced operators refusing to apologise, accept responsibility or help with problems. These were closely followed by utility providers (such as power, telecoms and water companies) – with 26% of respondents reporting problems – banks (21%) and delivery companies (20%).

“Key to this is training staff on how to deal with complaints, especially when customers are angry and needing to let off steam. With many companies using websites and automated call menus to deal with many customer interactions, it seems the art of listening to complaints may be under threat.”

The telephone is still the preferred method to make a complaint, favoured by 70% of people surveyed, and bad telephone experiences often add to the frustrations of complaining customers. Acquisition International - May 2015 5


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News: from around the world

NASA Challenges Designers to Construct Habitat for Deep Space Exploration NASA and the National Additive Manufacturing Innovation Institute, known as America Makes, are holding a new $2.25 million competition to design and build a 3-D printed habitat for deep space exploration, including the agency’s journey to Mars. The multi-phase 3-D Printed Habitat Challenge, part of NASA’s Centennial Challenges program, is designed to advance the additive construction technology needed to create sustainable housing solutions for Earth and beyond. Shelter is among the most basic and crucial human needs, but packing enough materials and equipment to build a habitat on a distant planet would take up valuable cargo space that could be used for other life sustaining provisions. The ability to manufacture a habitat using indigenous materials, combined with material that would otherwise be waste from the spacecraft, would be invaluable. The first phase of the competition, announced Saturday at the Bay Area Maker Faire in San Mateo, California, runs through Sept. 27. This phase, a design competition, calls on participants to develop state-of-the-art architectural concepts that take advantage of the unique capabilities 3-D printing offers. The top 30 submissions will be judged and a prize purse of $50,000 will be awarded at the 2015 World Maker Faire in New York.

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“The future possibilities for 3-D printing are inspiring, and the technology is extremely important to deep space exploration,” said Sam Ortega, Centennial Challenges program manager. “This challenge definitely raises the bar from what we are currently capable of, and we are excited to see what the maker community does with it.” The second phase of the competition is divided into two levels. The Structural Member Competition (Level 1) focuses on the fabrication technologies needed to manufacture structural components from a combination of indigenous materials and recyclables, or indigenous materials alone. The On-Site Habitat Competition (Level 2) challenges competitors to fabricate full-scale habitats using indigenous materials or indigenous materials combined with recyclables. Both levels open for registration Sept. 26, and each carries a $1.1 million prize. Winning concepts and products will help NASA build the technical expertise to send habitat manufacturing machines to distant destinations, such as Mars, to build shelters for the human

explorers who follow. On Earth, these capabilities may be used one day to construct affordable housing in remote locations with limited access to conventional building materials. “America Makes is honored to be a partner in this potentially revolutionary competition,” said Ralph Resnick, founding director of America Makes. “We believe that 3D printing/Additive Manufacturing has the power to fundamentally change the way people approach design and construction for habitats, both on earth and off, and we are excitedly awaiting submissions from all types of competitors.” America Makes is a public/private partnership of organizations focused on accelerating the capabilities and adoption of additive manufacturing technology. The Centennial Challenges Program is managed at NASA’s Marshall Space Flight Center in Huntsville, Alabama for the agency’s Space Technology Mission Directorate in Washington.


News: from around the world

News: from around the world

Why We Need Happy Employees We recognise that happy employees are the secret to a healthy bottom Line within a business. Recent studies represent the link between happy employees and customer satisfaction. Studies have shown that employees who are happy and engaged in their work are more likely to deliver satisfying customer experiences. However, in a time when the pressure to improve profits is high, many companies have turned their attention away from their employees. The results are staggering as recent research shows that only 13% of employees are enthusiastic about, and committed to their work. In an attempt to combat this trend and drive exceptional customer service, top brands have started to raise wages. The truth is that increasing pay is just one piece of the puzzle to building employee engagement.

It's Local Business Week! As Britain gathers its breath after a tense and surprising election result, the Conservatives have now re-shuffled the cabinet to tackle the most important areas of policy, including education, the NHS, immigration and the economy, which of course includes local business. SMEs account for more than 99% of all UK business and nearly half of all private sector employment, making the support and growth of local commerce as important as ever in driving economic stability and opening new markets in communities. Local Business Week (18th to 24th May) is a call to action to both the public and the new government – especially new Business Secretary Sajid Javid and Minister for Small Business Anna Soubry – to continue to support local enterprises. The campaign also calls on entrepreneurial, managerial, financial and technical experts to give advice and resources that small business owners can use to compete with the big guys. Now in its 10th year, Local Business Week 2015 continues to rally the support of the public and small business across the country by encouraging Brits to shop local while also giving guidance to small

business owners. Numerous spokespeople and companies have been lending their voices to the discussion, with further advice coming from online booking agency 10to8. “We work with small businesses every day and we know they struggle with promotion and marketing, which is why Local Business Week is a great way to raise awareness of all of the challenges and benefits of being involved in a local business.” Liz Crampton, Community and Customer Manager at 10 to 8. Britain is sustained by its 4.8 million small businesses. They form a key part of the economy and provide jobs to the majority of the population, to ignore them would be fatal to our country’s financial health.

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News: from around the world

New Report Reveals Businesses View Divestments as Difficult and Lengthy A new report has revealed how increasingly difficult it is becoming for companies to sell a business. The international study from Eversheds law firm, Streamlining for Success, which examined the views of over 150 senior lawyers and executives across 34 countries, shows how businesses face difficulties at every stage of the divestment process. The findings come at a time when there is a greater focus on divestment activity - a trend that is backed up by the findings of the report. One in four (26%) respondents said their M&A strategy was focussed on divestments. However, the study examines how changes in the commercial and regulatory landscape have made deals less certain and more complex, with divestments taking longer to complete. Most companies spend an average of three to six months on a routine deal, increasing to one to two years for larger, more complex transactions. The study reveals the most problematic area of a divestment to understand precisely what is being sold. This is due to the 20 year trend in integrating businesses into shared service centres rather than maintaining standalone operations and systems. Specifically, respondents cited the difficulties in identifying and valuing assets for sale and allocating appropriate costs to these assets. IT separation and transfer, centralised finances and crossover of employee and management function also emerge from the report as particularly problematic areas for businesses. Respondents highlighted how the lack of integration between a business’ legal, IT and commercial personnel makes it difficult to identify potential issues in this area, leading to delays and post-closure issues.

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Evaluating the right buyer adds further complexity to the process, with price not being the main consideration for the majority of respondents (54%). Instead deal certainty takes precedence, which means sellers have to spend time and resources focussing on researching the buyer’s historic track record and credibility in completing deals and running a business, the likelihood of competition or other regulatory delays, and the welfare of employees or other stakeholders. When it comes to cross-border sales, navigating the regulatory landscape has proved to be a significant obstacle for the majority of businesses (70%). Respondents highlighted Europe, China and Latin America as the most demanding or opaque in their regulatory requirements. The report reveals early planning to be essential on cross-border deals. Robin Johnson, partner at Eversheds law firm, said: “Put simply, breaking up is becoming much harder to do. Separating assets is increasingly complicated due to the centralised nature of many organisations. 2015-2017 are likely to see more separations as activity and C-suite executives look for better returns on capital ratios. Deal teams must have the opportunity to prepare their businesses for the challenges they face on complicated divestments. This requires a much closer working relationship between the lawyers negotiating deal terms and regulatory clearances, and the operations team

executing the commercial transaction and separation plans - a point that came through very clearly from the businesses involved in the study. “It is clear from the report that businesses need to look closely at their current processes around managing divestments to ensure they maximise the benefit of such deals, rather than tying themselves up in separation knots further down the line which could have been avoided at an earlier stage.” Collectively the respondents to the Eversheds study have worked on more than 2,400 M&A deals across 60 jurisdictions during the past five years. Nearly two fifths of these were divestments. Drawing on this vast experience, the study concludes with six key points to increasing deal value and certainty: • • • • • •

Adopt a clear and cooperative approach to communicating with the buyer Keep in regular contact with local management at the target company to maintain morale Have clear separation plans, which you share with the buyer Keep a close eye on conflicts of interest Build flexibility into legal contracts Plan for delays


News: from around the world

Tax Becomes the Talk of the Town Survey for 10th Annual Domestic Tax Conference C-suite, boards, investors, media and legislators all interested in tax.

With so many audiences watching, only 37% of survey respondents are not concerned about reputation risk and 29% say they are providing a more detailed explanation of tax policy and principles in public financial statements to offer clarity to investors and to inform all audiences openly. To manage controversy effectively, 36% say they have improved communication between the tax function and the board. In addition, 32% have developed more cooperative working relationships with revenue authorities. This year, 60% say they communicate effectively with CFOs and that tax risk is a part of executive decision-making. Among survey respondents, 88% of whom work at billion-dollar companies, more than two-thirds (69%) have been in their tax department for 10 or more years. Twenty-eight percent of this experienced group selected changing US tax policy as the most important issue facing all tax professionals, followed by data accuracy and availability (25%).

Tax reform leads to uncertainty This year, more survey respondents believe tax reform is gaining traction than last year (34% vs 27%), and even more (45%) are engaging or at least taking preliminary steps to engage. In fact, the uncertainty caused by legislative gridlock and the temporary nature of many tax code provisions is the leading concern of respondents about their organization’s tax structure. This uncertainty outweighs concerns about the tax rate relative to other OECD countries. “As we see more traction and as reform proposals start to show signs of consensus, we hope every company will communicate with government representatives and carefully review the potential impact to their organization,” said Barton. Expectations for the type of reform have also changed. This year, 52% of respondents anticipate seeing a lower corporate tax rate within the next five years compared to 64% predicting the lower rate last year on the heels of the Camp proposal. Among the 48% who expect rates to remain status quo, 10% do anticipate a shift to a territorial system. Perhaps due to the expected decrease in rates, only 18% chose the use of a worldwide system as their key concern. The survey was conducted among the more than 1,500 registrants for the Ernst & Young LLP 2015 Domestic Tax Conferences held in New York and Chicago.

About EY EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities.

Tax has become the talk of the town – inside companies and out,” said Kate Barton, EY Americas Vice Chair of Tax Services. “Corporate tax policy and reform is on virtually every politician’s agenda, while the complexity of tax law and tax reporting leads to increased scrutiny. With all those issues in the air, today’s tax director must be a great communicator to the CFO, the board, investor relations, the finance group and sometimes to the media and general public. But before they can communicate, they are very focused on getting the numbers and the documentation right.

The discussions and impact of many tax issues have generated more attention and stronger communications with the c-suite, boards, corporate finance, regulators, legislators, media and investors, according to EY’s annual survey of corporate tax professionals announced at the organization’s 10th Annual Domestic Tax Conference in New York. Those issues include tax reform, accuracy, operations and policies that can impact the entire organization and its reputation.

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Private Equity The private equity sector has gotten off to a promising start in 2015 as fairly sizeable levels of investment have been signed off in the first four months of the year. Volume looks set to reach similar levels to those of H1 and H2 2014, while value seems likely to surpass both of those by the end of June. The months from January to April have been fairly significant in terms of private equity investment worldwide. According to Zephyr, the M&A database published by Bureau van Dijk, some 1,634 deals worth a combined USD 165,479 million were signed off in the first four months of the year. If value continued on this trajectory until the end of H1 2015 the six month period would notch up investment of USD 248,219 million, which compares well with the USD 200,959 million and USD 213,388 million signed off in the first and second halves of 2014, respectively. Volume would also be likely to surpass these periods, albeit not to the same extent. If activity continues to reach these levels 2,451 million deals should be signed off in the first half of this year, which also stacks up well against H1 and H2 2014 (2,342 and 2,420 deals, respectively). This is particularly promising given how well 2014 performed compared to the preceding years; in fact, the USD 213,388 million invested in the second half of last year was the highest level recorded since H2 2007, when dealmaking of USD 269,271 million was notched up. The ensuing years have unsurprisingly provided plenty of low points attributable to the global financial crisis and between the start of 2009 and the end of June 2012 dealmaking only surpassed USD 150,000 million once. In a number of cases it was significantly lower still and in a particularly lowly

Number and Aggregate Value (mil USD) of Private Equity Deals Globally: 20062015 YTD (as at 30 April 2015)

period encompassing H1 2009, H2 2009 and H1 2010 investment totalled USD 59,258 million, USD 70,179 million and USD 82,863 million, respectively. This highlights how much the situation has improved over the last few years and shows that even if H1 2015 does not reach the same heights as 2014 investment levels are still considerably higher than any time between 2009 and 2013. The difference has undoubtedly been a result of a small number of high value transactions. Investors’ reluctance to dig deep during the financial crisis is understandable and it is surely no coincidence that the upturn in overall investment levels coincides with the return of mega deals to the marketplace. Of the USD 165,479 million invested by private equity companies in 2015 to date some USD 43,391 million was attributable to targets in the wholesaling sector, followed by USD 41,371 million in food and tobacco manufacturers. However, in both cases the bulk of these amounts are attributable to a single deal – Heinz’s USD 40,000 million acquisition of US food manufacturer and wholesaler Kraft Foods, which was announced in late March and is the year’s largest transaction so far. Other industries which have performed well in the year to date include transport, freight, storage and travel services (USD 26,071 million), as well as information technology (USD 25,896 million) and personal, leisure and business services (USD 23,481 million).

Given that it was targeted in the year’s two most valuable deals to date and five of the top ten, it is unsurprising to see North America top the geographical rankings by value with investment of USD 100,700 million. This placed it some way ahead of its nearest rival, Western Europe, which notched up dealmaking of USD 41,895 million and was itself well above third-placed Oceania with USD 9,142 million. North America’s impressive performance by value can be attributed primarily to a few very large deals as the region could only place second by volume, being targeted in 584 transactions compared to Western Europe’s 595. The latter also had a number of large deals signed off in the opening four months of the year, the largest of which placed third overall as Finlandheadquartered energy producer Fortum sold its Swedish power operations to an investment consortium for USD 7,489 million. In conclusion, there is much to be positive about for those watching private equity investment levels as we enter the final third of H1 2015. If investment continues as it has done for the first four months of the year we may see a seventh consecutive climb in terms of aggregate deal value.

Number and Aggregate Value (Mil USD) of Private Equity Deals Globally by Deal Type: 2006-2015 to date (as at 30 April 2014) Deal type

Number of deals

Aggregate deal value (mil USD)

Institutional buy-out

13,495

2,618,656

23,921 2,048 1,350 182

672,510 376,214 63,453 3,175

Deal half yearly value Number (Announced date) of deals

Aggregate deal value (mil USD)

H1 2015

1,634

165,479

H2 2014

2,420

213,388

Minority stake Acquisition Management buy-out Management buy-in

H1 2014

2,342

200,959

MBI / MBO

73

496

H2 2013

2,252

200,026

Demerger

4

0

H1 2013

1,976

171,967

Merger

5

0

H2 2012

1,979

155,181

H1 2012

1,992

118,466

H2 2011

1,901

112,655

H1 2011

2,165

140,659

H2 2010

2,136

156,565

H1 2010

1,944

82,863

H2 2009

1,608

70,179

H1 2009

1,598

59,258

H2 2008

2,340

105,036

H1 2008

2,617

190,721

H2 2007

2,744

269,271

H1 2007

2,721

591,431

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Aggregate Value (mil USD) of Private Equity Deals by Region: 2006 - 2015 YTD (as at 30 April 2015) World region (target) North America

2010

2011

2012

2013

2014

2015

111,569

110,682

137,042

182,082

173,342

100,700

Western Europe Oceania Far East and Central Asia South and Central America

87,160 7,355 16,362 8,469

74,972 10,281 26,316 17,528

79,829 5,732 17,916 22,777

121,720 8,336 21,571 16,842

143,041 12,036 58,681 17,991

41,895 9,142 8,721 2,517

Eastern Europe Middle East Africa

4,671 1,326 741

8,535 1,014 2,846

3,580 2,175 1,878

15,336 1,625 1,437

1,446 2,990 5,508

714 643 393


Deal of the Month Welcome to our monthly look at the biggest deals taking place across the business world today.


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Company: Orgenesis Address: 21 Sparrow Circle White Plains, NY 10605, USA E-mail: info@orgenesis.com

Orgenesis Orgenesis is a company based on the work of Pr. Sarah Ferber, who pioneered the method of using adult cells (as opposed to stem cells) for new therapeutic indications. Orgenesis believes its technology will provide a new means of providing adequate levels of insulin to insulin dependent patients with type 1 diabetes. Orgenesis is a company based on the work of Pr. Sarah Ferber, who pioneered the method of using adult cells (as opposed to stem cells) for new therapeutic indications. Orgenesis believes its technology will provide insulin-dependent Type I diabetics a new means of producing adequate levels of insulin, thereby mitigating or eliminating the need for external insulin injections. Type 1 diabetes is a life threatening and life-long disease with a significant economic burden to society. Orgenesis has established a preclinical Proof-of-Concept for its therapy in several different animal models of auto-immune mediated diabetes. The therapy proposed by Orgenesis is based on a patient coming into a clinic to have a liver biopsy (a very small amount of liver cells being taken out of the patient’s body). The patient goes home and the cells are sent to a central facility for expansion (the small amount will increase to a large amount) and, with the use of Orgenesis’ technology, are transformed (through a process called trans-differentiation) into insulin-producing cells. The cells are then packaged and sent back to the clinic for reinfusion into the patient’s liver. After reinfusion to the patient, these cells function as a replacement for the malfunctioning pancreatic cells. This process of expanding and transforming the cells requires unique manufacturing know-how. There are only a handful of companies around the world that have this expertise, and MaSTherCell is one of them.

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MaSTherCell’s capability of manufacturing a clinical grade of a variety of cells is not only available for Orgenesis, but it has been, and will continue to be available, for other regenerative medicine and cell therapy companies. This is an exciting time for the healthcare sector as regenerative medicine is now providing potential cures for diseases that are still a challenge for existing therapies. Regenerative medicine utilizes the body’s own cells as a basis for promoting the body’s healing process. One area that has been under the spotlights recently is the cancer field that is paving the way for new immunotherapeutic solutions. An example of this would be Juno Therapeutics and Kite Pharma. It is MaSTherCell’s ambition to provide this industry with tools that ensure regenerative medicine is not only a medical success, but also a viable clinical solution by reducing cost, enhancing safety and availability and enabling scale-up technologies. MaSTherCell’s main facility is located in Belgium, a center of cell therapy innovation. With its central location, a GMP-validated facility and a highly experienced team, MaSTherCell is enabled to produce products for different clients and sends these products to clinical study sites throughout Europe. MaSTherCell’s goal is to accompany its clients through the different clinical phases until the product receives market approval and is made available to the general public.


Most companies active in the diabetic arena are focused on disease management or improving disease treatments, such as providing better insulin administration possibilities or better diagnosis tools. This is how Orgenesis differs from their competitors as the company is focused on providing a cure and enabling the patient to have his or her own insulinproduction and regulation capabilities, so they do not depend on external insulin injections. Type I diabetes is a life-long disease that often begins in childhood, requiring insulin injections up to eight times per day. Orgenesis is working to develop a cure that eliminates this need. MaSTherCell’s uniqueness lies in its extensive knowledge of a diverse portfolio of technologies that allows it to work with product companies very early on in their development phase. MaSTherCell is not only a contract manufacturing service provider, but also a development partner. In the regenerative industry, it is extremely important that during the product development, cost, scale and availability are taken into account. Therapies in this field are particularly sophisticated and expensive. Once a process has been fully developed, it is very difficult to adapt it to a different configuration to become more cost-efficient and scalable. MaSTherCell also specializes in building a development foundation for the final commercialization stage. Orgenesis has been working closely over the past two years with MaSTherCell’s development team, following a long selection process to identify the optimal contract manufacturing partner for the company. Orgenesis was highly impressed by the team’s expertise, devotion and flexibility in working with various technologies, and as a result, Orgenesis chose MaSTherCell as its manufacturing partner.

Orgenesis’s intention is to expand its development and clinical work both in the US and Asia and that this expansion would be carried out by MaSTherCell. MaSTherCell was also looking at expanding its activities internationally. The two organizations were strategically aligned in these goals. With the newly combined company, Orgenesis hopes to reduce development and manufacturing costs, carry out clinical trials globally and secure a longterm manufacturing solution for their products. For MaSTherCell, this provides a global reach to better serve its customers, an additional source of stable revenue and access to public markets and financing for further technology-based investments. Regarding the time length of the deal, five months were spent closing. This time was predominantly spent on dealt with accounting aspects of rolling a private company into a public company. As in any close collaboration between two foreign companies, there is always a cultural challenge of adapting the corporate differences of a US to a European company. Since development teams had been working together for quite a time and through mutual respect, these challenges were rapidly overcome. The risk involved with this deal was based around adapting a private company to a public company’s regulatory requirements. But management believes it has overcome these challenges. Since MaSTherCell will continue to operate as a completely separate entity, maintaining its own management, there was very little risk in terms of ongoing activities.

We believe MaSTherCell’s customers will greatly benefit from the possibility of transferring manufacturing processes to other global locations. The situation today is that most companies developing a manufacturing process or working with a CMO in Europe have to identify another CMO in the US or in Asia. There are very few existing CMOs focused on cell therapy that are able to provide a global solution. Success of this deal will be based on setting up of operations in the US and Asia. There is much hope that regenerative medicine has the potential to reshape the future of healthcare. For a lot of serious diseases, only palliative therapies exist as solutions today. Regenerative medicine holds the promise to bring forward the therapies that can cure these conditions. We are equally convinced that both companies have developed a strong technological platform that will enable them to achieve their objectives independently while reinforcing each other in business-critical ways. For Orgenesis, this means providing a potential cure to people suffering from Type 1 diabetes so that their quality of life increases dramatically. For MaSTherCell, this means helping its customers to bring highly potent cell therapy products faster, safer and more cost efficiently to the market. This article contains forward looking statements about Orgenesis, MaSTherCell and their future plans. Readers should review the risk factors set out in the latest Annual Report on Form 10-K and other filings of Orgenesis filed on EDGAR to see the risks that may alter or affect those plans.

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2015's Most Innovative Business Leaders We’ve gathered a list of managers, CEOs and business leaders from different regions, researched each firm individually and looked into the services they provide as well as their achievements over the past year. The results of our search, which you will find on the following pages, are a celebration of those whose skills and industry knowledge mark them out as the pace-setters in global business: our Most Innovative Business Leaders 2015.


Wordflirt Company: Wordflirt® Name: Claudia Loens, Chief Wordflirt® Officer Email: info@wordflirt.com Web Address: www.WordFlirt.com Address: 1900 Camden Ave. San Jose, CA 95124 Phone: (855) 7-4SOCIAL or (855) 747-6242

Claudia Loens is the founder and CWO at Wordflirt®, a digital marketing agency located in San Jose, California. As a lifelong writer and lover of words, Claudia began Wordflirt® in 2002 as a hobby and side business, where she helped professionals write resumes, bios and marketing copy. When social media evolved, it was a natural transition into social media marketing for Wordflirt®. Today, Wordflirt® provides a full range of marketing services, including social media management, strategy, and content. Additionally, the company has grown to offer web design, SEO, video production, LinkedIn InMail Lead Generation, Mobile web design and many more Internet Marketing services. Claudia Loens is the Chief Wordflirt Officer (CWO) at Wordflirt® and provides personal, one-on-one consultation and coaching to her clients. In today’s noisy digital market, so many business leaders face tough competition online. Her goal is to quiet the noise, while helping businesses stand out. A writer at heart, Claudia has three books published on Amazon and has won several awards, including an ‘Entrepreneur Award’ from First Class Coaching and is a NAPW VIP and Woman of the Year for 2014/2015. “We offer a unique approach to digital marketing due to our boutique size and personalized service,” says Loens. These days, with all of the online options available to companies, many business leaders don’t know what social media platforms to utilize and so they either push it aside or make a weak attempt to run social media campaigns. “What many small businesses don’t realize,” she says, “is how important social media is to gaining higher rankings on the search engines (SEO). It’s all connected, but you have to do it properly to rank well.” Content marketing has become a key ingredient to digital marketing over the last decade. The world is hungry for information that will make them better, make them laugh, evoke feelings, and give them a social sense of belonging. The challenge for most businesses is the ability to create the content for content marketing, and then broadcast it to the world via digital channels. It starts with an optimized website, to which traffic is driven to the content using social media.

Claudia Loens, Founder and CWO at Wordflirt®

As with many small businesses, Loens has faced both growth challenges and achievements. The past twelve months have seen a tipping point in the direction of becoming a larger company with greater opportunities to serve her clients. “I remember vividly how my business coach would tell me that I need to work ON my business rather than IN my business,” she says. As a result of this advice, Claudia has taken on a stronger leadership role rather than being the main producer for her clients. She personally hires and trains each new team member so that they continue to offer high quality, personal touch marketing services. Meanwhile, she keeps current on new technology and the ever changing social media landscape.

Over the next 12 months, Loens hopes to communicate the importance of an overall digital strategy to SMBs. Many local businesses still use old fashioned advertising techniques and ignore the Internet all together. “You just can’t ignore the power of an integrated digital strategy to grow your business any more,” she says. “To survive in today’s climate, you need to put it all together – social media, an optimized website, SEO, email marketing, mobile marketing and paid advertising.” One challenge for Wordflirt® is in teaching older, more established businesses, the value and ROI of digital marketing. Traditionally, businesses would pay thousands of dollars per year for direct mail and yellow page ads, which only reach a small percentage of the potential customer base. Yet, they balk at paying the same or less for digital marketing where the potential customer base is unlimited! Education is a key ingredient to Wordflirt’s® overall strategy. Part of this includes training the sales and management team to ask customers how they heard of the business. Often there is a trail to their door, which begins with an online search or a Facebook post. “The key is in how results are measured,” states Claudia. It’s true. There are numbers and statistics everywhere when it comes to social media, SEO and website traffic. The critical element is not just the numbers, but what those numbers represent. In order to know if a marketing campaign is working, it’s imperative to measure AND evaluate the numbers. Then, one can tweak the strategy to retarget, if necessary. Of course, the bottom line is always whether or not a business is seeing an increase to the revenue. More customers should mean more revenue. As the digital world continues to evolve, so will the ability to track the source of new customers and revenue generating digital marketing. It’s an exciting time to be a part of the evolution and sophistication of the digital world. Wordflirt® is in the perfect position to grow with the industry and help businesses with their future digital strategy. Loens looks forward to helping more businesses thrive with the use of digital marketing.

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Jack's Donuts S I N C E 1961

Company: Jack’s Donuts of Fishers Name: Angi Bone Email: fishers@jacksdonuts.com Web Address: www.jacksdonuts.com Address: Jack’s Donuts of Fishers 13578 E.131st Street Suite 112 Fishers, IN 46037 Telephone: 317-214-7152

Jack’s Donuts is in the retail donut and coffee/espresso business. Our donuts are made 7 days a week by hand in each store.

Jack’s Donuts was originally founded in 1961 by Jack Marcum Sr. in New Castle, Indiana. In 1977 it was purchased by Jack Marcum Jr. who ran the business until 2007. Jack Marcum III purchased the business in December of 2007. At the time (2007) the business was 50% retail and 50% wholesale.

I am the owner of Jack’s Donuts of Fishers, which is the first franchise that opened for Jack’s Donuts in 2013. I am still there on a daily basis either doing retail or working in the kitchen making the donuts. You have to have a pulse on your business, know your customers and be a strong supporter of your community to be successful.

From 2009-2011 Mr. Marcum completely changed the business format in Jack’s Donuts eliminating wholesale and focusing strictly on retail. Retail hours went from being open 6 hours a day to being open 19 hours a day. At that time the new Jack’s Donuts was born.

We stand out from our competitors as we still make our items daily and by hand.

Jack’s Donuts began franchising in 2012. The first franchise opened in February of 2013 in Fishers, Indiana. A second location in Greenfield, Indiana opened that same year in September. Our third franchise opened in Carmel, Indiana in May of 2014. We are currently working on new locations for 2015.

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A FAMILY THING... For three generations since 1961, Jack’s Donuts has been making donuts and rolls that have kept customers lining up at the door treats like Tiger Tails, Carmel Nut Rolls and Applesauce Donuts. April 2011 marked 50 years for Jack’s and current CEO and grandson of Founder Jack Marcum Senior took over the business.


Customers Are Hanging Up As the UK’s most trusted call answering service alldayPA understands what customers are looking for when they pick up the phone. Its research into telephone customer service standards found many UK businesses sadly lacking as research shows that automated menus Can Lose 55% of potential customers. Reuben Singh, Chief Executive Officer at alldayPA, explains the risks involved in failing to speak to your customers.

An overreliance on technology means, in an effort to increase efficiencies and reduce costs, businesses are losing the art of having direct conversations with customers.

Over 50% of the public regularly call companies to check details before making a major purchase and 59% call for aftersales information, such as confirming deliveries or changing orders.

Automated call answering is the biggest bugbear. Companies that rely heavily on such technology are playing a dangerous game.

In many cases customers are happy to use online shopping or information services, but on occasions when that’s not enough, you need to ensure staff are available.

It’s not surprising investment in customer service often sees revenue increase. At alldayPA, we believe that the voice on the end of the phone has a huge influence on your reputation and sales. Our recent Every Call Counts Report into customer perceptions of business call handling, which questioned 1,000 members of the public, found over half (55%) take custom away from companies relying heavily on automated call answering and voicemails, instead of providing a human voice on the end of the phone. An even greater percentage (71%) avoid companies where they can’t speak directly to a member of staff over the phone when shopping around. Having an informed and courteous voice on the end of a call, available at all times and capable of dealing with basic enquiries quickly and effectively, is therefore imperative in keeping customers happy and securing new sales.

Failure to comply will lose business, with 55% willing to go elsewhere if companies failed to offer a satisfactory level of service over the phone. For some businesses this issue is more acute than for others.

Even in sectors seeing huge growth in online sales channels, people still expect to be able to use the phone when they believe it’s necessary. In the holiday and travel industries for example, 60% of customers still want to know they can speak directly to someone when the need arises. It’s abundantly clear even in our digital age; the telephone still has an important role to play in connecting you with your customers. Every time you answer the phone – or indeed don’t answer the phone – your customers will judge you. If they don’t like what they hear, they won’t be your customers for much longer.

Our study reveals people expect the highest standards of call answering from professional services (such as accountants or lawyers), followed by financial services (banks and insurance companies).

Reuben Singh, Chief Executive Officer at alldayPA

The reasons why customers choose to pick up the phone show even more evidently the value of human contact. Phone calls are most likely to be used (70% of people surveyed) when customers have a problem or want to make a complaint. This is the moment when your relationship with a customer is most at risk. A reassuring voice to listen to their frustration and help overcome any issues can save a relationship and protect your business’ reputation. Leaving customers to navigate call menus, endure voicemail and grit their teeth through hold music, will erode their faith in your company. When a customer picks up the telephone instead of sending you an email or writing a letter, it’s because they want to cut through the formalities and get straight to the heart of the matter. If you don’t allow this, you make customers feel they are unimportant. As well as dealing with complaints, effective call answering can help land sales and prevent post=sale problems.

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Challenges and Alternatives for the Brazilian Importer Company: Deloitte Name: Carlos Ayub - Transfer Pricing Country Leader at Deloitte Brazil

Since the enactment of the Brazilian transfer pricing regulations, the Resale Price Less Profit (PRL) Method has historically been the method most used by taxpayers to evidence their compliance with the pricing of import transactions, since the local law does not require the Best Method Rule (except for commodity transactions), thus allowing a taxpayer to choose the preferred method. There are several reasons for electing mostly the PRL method. One of them is the fact that its use does not depend on information that is outside the entity’s own recordkeeping environment. Another is that the mathematics required for imports of goods used in production processes under the repealed Law 9,950/00 usually resulted in small taxable adjustments when the levels of value added to these raw materials were significant. However, with the enactment of Law 12,715/12, a new rationale was introduced for the PRL method, which disregards the value added in Brazil and uses a formula to prorate the cost of the imported raw material to the cost of the finished product. That tweak in the formula, for most taxpayers, resulted in significant increases of the taxable adjustments, despite the reduction in the new profit margins required in a large part of the cases.

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We hear from Carlos Ayub as he talks us through the challenges and alternatives for the Brazilian importer under the transfer pricing regulations.

Furthermore, the PRL is more susceptible to foreign exchange effects, as the ones that the Brazilian economy has experienced in recent months, since its equation starts with a resale price in Brazilian reals and its outcome is a price that is compared to the price of the actual import in foreign currency.

Note that there are major complexities and challenges in this area, which tend to increase, especially if we add to them the highly computerised resources that the Brazilian Federal Revenue Service has, and continues to expand to oversee these transactions.

Thus, importers that until then used exclusively the PRL method should now consider the possibility of using different methods, such as the Comparable Independent Prices (PIC) method and the Production Cost plus Profit (CPL) method, the supporting documentation of which, especially in the latter case, is complex, laborious, and depends on information obtained from their foreign related parties. Therefore, even though the PRL method should continue being the starting method in most cases, we suggest that other methods are taken into consideration to be applied exclusively on imported items that are subject to taxable adjustments, as an alternative to reduce or even eliminate such adjustments.

In this context, the assistance of specialists with practical experience on these matters, as well as the use of cutting edge, proven technology is mandatory to find new paths that result in a reduced financial burden, within legal limits.


Not Already Conducting Operational Due Diligence Pre-Deal? Not already conducting operational due diligence pre-deal? Mark Cappell, Founder and Managing Partner at Cappco Partners, tells us why you should be. Investing in companies is risky. When your decision is dependent on due diligence, then the quality of your due diligence will be directly influenced by the depth and breadth of information you can access. Inadequate due diligence is a costly mistake and should be avoided at all costs. Yet up until now, in the endeavour to fully understand a business, investor due diligence has tended to focus on the commercial, financial and legal aspects of a company.This is surprising given that the function providing the most significant insight into a company’s potential for growth is sales and marketing. Therefore it makes sense for investors, especially those prioritising growth to combine operational due diligence with commercial due diligence to get a true 360 degree view of the potential investment’s ability to deliver to its growth plan.

receives, it uses its experience to question the sales pipeline methodology. Furthermore its thorough review of a target company’s sales and marketing processes that will verify the accuracy of the business plan and whether it is achievable with existing operational facilities and the capital expenditure outlined in the business plan. According to the BVCA, currently 82% of investments fail to meet their growth plans. This is why smart investors today are turning to companies like CappcoPartners for alternative, yet proven methods for achieving revenue growth.

Mark Cappell, Founder and Managing Partner at Cappco Partners.

Operational due diligence: • •

Helps investors determine whether a business plan is achievable. Identifies whether additional value can be achieved by improving sales and marketing operations. Identifies risks and provides recommendations for mitigating them.

A very successful firm that is currently leading the way in operational due diligence is CappcoPartners. This company employs a team of sales and marketing professionals with track records of improving sales and marketing performance and executing corporate turnarounds where revenue growth and creation is essential. The businesses operational due diligence services supplement the work carried out by commercial due diligence firms, ensuring investors fully understand target companies’ potential and risk for growth. The firm uses a systemic and fact based approach to assess a target company’s current sales and marketing capabilities, processes, strategy and management, that combines theory with actual practical experience. This is what differentiates CappcoPartners from many of the traditional consultancies also providing sales & marketing due diligence, providing CappcoPartners with this advantage within their business. Without depth knowledge of sales processes, traditional consultancies may not be the best choice for this specialist audit. However, CappcoPartners doesn’t just analyse the sales pipeline information it

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Financial Inclusion Should Be High on the Conservatives' Agenda Prepaid card industry expert Helen Child believes the re-elected Conservative government should drive change to ensure basic affordable financial services are available to all. Currently, millions of adults across Britain are financially excluded. According to the Financial Inclusion Commission, nearly two million people across the UK do not have a bank account, up to 8.8 million are over-indebted and 1 in 4 have a poor credit rating. Prior to losing his seat in the House of Commons, Vince Cable emphasised the need for banks to continue serving their local community, suggesting that Post Offices must once again become the heart of the community by extending their banking services for people who rely on face-to-face banking. Newly appointed Secretary of State for Business Sajid Javid has already set about changing business law, but will this include financial inclusion?

About Helen Child Helen Child is the founder and former CEO of the UK’s first E Money License Issuer to be awarded Prepaid Issuing status by both MasterCard & Visa. Helen is the leading consultant at Striding Edge and heads an experienced team of prepaid card and payments experts. Through her Striding Edge consultancy, Helen provides strategic and practical support to banks and organisations that are seeking to develop or increase their footprint in the European market. She is a published author and industry speaker. A founding member of the Prepaid International Forum; the global, not for profit prepaid card industry forum. She’s proudly served as a Council Member of Lancaster University.

Helen explains: “All UK households should have access to a full range of financial services, including secure, safe and regulated banking. Some members of our society have no access to banking institutions, a basic bank account or the facilities to adopt online banking. “The UK banking sector has a responsibility to provide some form of basic bank account to every individual, whatever their situation and is vital to easing poverty. A financially inclusive UK and promotion of wider trust in the banking sector should therefore be key objectives for the incoming government.” Prepaid programmes such as APS CashPlus and The Change Account can offer an alternative solution to traditional banking. The Change Account provides a transactional account for those that don’t have the ability to open a traditional bank account. Its budgeting tools and lack of an overdraft facility can help protect people from entering into debt. Since 2007, there has been a 380% rise in the selection of prepaid card products with 2% of prepaid cards being used in the UK as an alternative to bank accounts. Helen comments: “Prepaid cards such as the APS CashPlus program in effect offer a complete ‘quasi-banking’ solution without the risk of overspending and creating debt. They can also provide a useful credit repair solution and assist those who are underserved, on the basis that there are no credit checks.”

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Helen Child, Leading Consultant at Striding Edge.


Rationality in Business is Overrated We hear from Kate Howe, Managing Director at gyro about why she believes emotions are pivotal to business success.

Kate Howe, Managing Director at gyro

In a world obsessed with data, the battle to pinpoint the key data points that will improve interactions with customers is perhaps the largest minefield we face on a daily basis. To make matters worse, customer expectations have increased tenfold as a result of the data they know we have access to – they share the information on the understanding that we will deliver them a better experience. However, the obsession with obtaining and mining ever more data on customers has blinded us to one, very important point – the data tells us nothing of the emotional response customers have to us and our offers. Emotions are a huge factor in how people make decisions – not just what they think, but how to think. And it’s not just in our personal lives that emotions play a role. Every day, business decisions are made based on emotions. As human beings, we want authenticity, trust, respect and a sense of self-worth. In short, we want to feel an emotional connection with the people and the companies with whom we do business. Wear your heart on your sleeve Modern marketing is all about change. To make change happen, modern companies need to move beyond being “on-message” to being “on-emotion”. Why? Evidence proves the all-important role of emotions in influencing change and decision making in business. Recent research undertaken by gyro, in partnership with YouGov, identified that the importance of emotions in decision making increases when it comes to making change happen. In the last three months, 79% of senior decision makers surveyed in medium and large businesses experienced change in their workplace. These changes triggered a volatile cocktail of emotional responses. Worry, Annoyance, Disappointment, Fear and Anger featured in the top 10, as did positive emotions such as Satisfaction, Hope and Happiness.

On deeper digging, notable differences were found: • Male business decision makers responded differently to female business decision makers. • The North of England responded differently to the South. • Industry verticals such as Manufacturing responded differently to IT & Technology and Financial Services. These differences create the opportunity for companies who embrace the idea of being onemotion and view businesses as more than sterile decision-making machines. They will be the ones that think of businesses as networks of human relationships and focus on building strong emotional connections into those networks. We’re all human Finding ways to humanise business and to build emotional connections with business decisionmakers is the key to success. Data is very important for informing marketing decisions, but B2B companies cannot always rely on the numbers. Each strong and successful business has a powerful emotive story that drives it forward and business decisions are deeply personal. They are highconsideration, career-changing moments with plenty of analysis and rational thinking involved. Consequently, as buyers, people are looking for a long-term partner with whom they can relate and collaborate. In many ways, they are seeking a small part of themselves and putting their ambitions for the business in the hands of people they buy into. That’s why ultimately, business decisions lie in the heart and not in the numbers. Become emotionally charged There are four practical steps to turning being onemotion into a competitive advantage: • Identify the tangled web of emotional responses that surrounds the change that you’re trying to sell in • Understand which of those emotional responses slow change down and speed change up • Decide if your brand should be the catalyst or the antidote for the emotional responses that make the biggest difference • Be clear about how to ignite or extinguish the emotional responses that matter Conventional wisdom has always been that business and emotions don’t mix. However, the evidence shows they do. The battle for the hearts and minds of the customer is fast becoming the key battle to win. So, whether the industry feels totally comfortable with it or not – now is the time for modern companies to move beyond being on-message to being on emotion.

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Finding Face in the Fintech Investment Boom We recently spoke to Sam Pearse, Partner, Corporate & Securities, at Pillsbury Winthrop Shaw Pittman LLP about how to find face in the Fintech Investment Boom.

The UK’s fintech industry is booming. Over the past five years, the UK and Ireland enjoyed a growth rate outstripping the rest of Europe and Silicon Valley according to research published by Accenture in 2014. However, the more mature US technology sector and investment culture means UK businesses lag behind their US counterparts in attracting the investment to move them through the stages of growth. So what should private equity houses and venture capitalists look for when assessing early-stage, consumer-facing fintech businesses for potential investment? The company must first have a functioning product on the market available for consumers to access. Investors want to see a downloadable product rather than an idea. Secondly, investors will typically target those products which have traction and display the potential for viral growth; the larger the number of “eyeballs” the greater the opportunity for monetising the technology. Revenue-generation is not critical at the preinvestment stage. Using free deals or freemium offerings is perfectly acceptable and helps enable that all important take-up by consumers. A company should not think that because it does not have £2m of revenue investors will not be interested in them.

The right platform will have a large influence on the attention the product attracts and the key platform for retail products is mobile applications. Consumers are mobile and an internet-only offering will struggle to gain the visibility that it needs to become a compelling investment opportunity. A mobile product will help achieve the proof of concept that investors look for. Early companies have to strike a balance when considering where to spend their cash and legal services are not high up the list. This is understandable; it is more important to spend money building the product and gaining visibility. That does not mean that companies should ignore legal issues. Instead, companies should be seeking pragmatic, timely advice that will keep competitors and regulators from the door. Companies need to weigh up the business decision and acceptable levels of risk against being legally watertight. Any time and money to gold-plate the business can be spent once investment has been secured.

The product must have appeal. What it does, rather than how it does it, is a primary concern for investors. Successful products will target, and excel at, frictionless delivery, particularly around products which solve a previously undescribed problem or simplify the consumer’s life. This means the emphasis need not be on the underlying intellectual property. Consumer fintech products do not need to have highly-sophisticated intellectual property at their core in the same way that big data products need advanced algorithms. Readers will be aware of product aggregators allowing consumers to compare financial products. These are simple ideas with clean execution. With that in mind, companies need not focus on creating bespoke intellectual property. Opensource technology, for example, provides a time and costsaving tool in building the product. However, the use of opensource technology needs to be carefully considered; the terms of opensource licences may mean that bespoke technology built on opensource code must be offered for free. Even if the intellectual property, as a whole, is not to be monetised by licensing, giving away your innovation and hard work cedes some advantage to would-be competitors.

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Sam Pearse, Partner, at Pillsbury Winthrop Shaw Pittman LLP



2015 Leading Advisers In our Leading Adviser feature, we catch up with some of the most active and innovative advisory firms working internationally across all major sectors, to find out exactly how they ensure that they – and their clients – deliver outstanding results while remaining at the cutting edge of their respective industries.


Copperstone Capital Copperstone Capital is an investment management firm founded in 2010 in Moscow, Russia by David Amaryan.

The firm was founded by David Amaryan and Vardan Amaryan and for several years the company has been managing private and pooled foreign accounts of its clients and in 2012 has successfully launched its flagship Copperstone Alpha Fund. Since its launch, the Fund has had a solid performance track record and established an impeccable reputation of highest integrity, trustworthiness and transparency. As a recognition of this Copperstone Alpha Fund received “The Best Russian Hedge Fund Award (since inception)” in 2015.

Despite the extremely turbulent conditions last year Russian financial market is constantly evolving and we hope that in the nearest future it will start to occupy an increasingly prominent place in the portfolios of most global and international investors.

David Amaryan, Managing Partner & Chief Investment Officer is responsible for the investments management process of the Fund and day to day operations of the Investment Manager. He has over 15 years of investment experience.

Additionally, Russian capital markets still face a number of artificial obstacles – largely the consequence of government interventions.

Copperstone Capital manages wealth for high net worth individuals and institutions and provides advisory services. Copperstone brings together a unique combination of international asset management expertise, highly professional team with proven investment capabilities and extensive knowledge of Russian business environment.

However, in order to successfully operate in the Russian market, its peculiar features and weaknesses should always be taken into consideration, while making most of the business and investment decisions.

Other well-known factors include:

• • • •

We assist our clients in following areas: • • •

Investment management Personal Net-Worth Management Advisory Services

Here is how David Amaryan comments on Copperstone Capital achievements: In our investment activities we generally seek a broader mandate with little restriction to a particular region or asset class. And though our main focus is equity investments in Russia and the CIS, it allows us to be much more flexible, looking for value in various markets around the world. This advantage becomes critical during prolonged periods of distressed economic conditions, similar to what we’ve managed to observe last year in our country. In this particular case, it allowed us not only to timely switch our investment focus to Global markets and avoid major losses, but also to considerably outperform our Russian peers. This helps the Fund to become one of the best performing funds in Russia in 2014. The fund’s performance is a result of thorough analysis with careful and consistent risk controls. We strive to provide the best possible risk-adjusted return by exploiting our proprietary asset valuation models in line with a pro-active portfolio management approach. As we are not part of any large financial group, we are much better suited to make precise and objective investment decisions.

Excessive policy volatility and instability of the legal regime Swollen bureaucracy and inefficient legal framework Barriers to foreign entry In many fields counter-productive tax laws, including excessive taxation of foreign residents Weak tax incentives for individuals to save for retirement

We have big plans for the nearest future. As we are constantly seeing more and more international investors ready to share our investment philosophy and excited to get better acquainted with our business approach, we are currently actively working on opening our offices in London and New York. That will also be a major step to becoming a truly global hedge fund. We are planning to launch a fixed income fund and a distressed Russian debt fund specially tailored for investors with low –to-moderate risk appetites.

Company: Copperstone Capital Name: David Amaryan Email: info@copperstonecapital.com Web Address: www.copperstonecapital.com Address: Russia, Moscow, 115035, Sadovnicheskaya St., h.16, bld. Telephone: +7 (495) 988 00 10

Hedge funds have been formally authorised for qualified investors in Russia since 2008. However, Russian legislation has very slow developments in this field and therefore most of the Russian hedge funds tend to operate as a more active alternative to mutual funds. That is the main reason why the financial performance of majority of Russian hedge funds tends to strongly correlate with the market developments. The ability to de-correlate the fund performance from the broad market recessions, while continuing to find investment opportunities in most of the economic sectors and always stay 100% transparent for all partners and investors we consider as our biggest challenge and, at the end, an advantage from the very first day of the company.

Acquisition International - May 2015 25


www.acquisition-intl.com

Via Cairoli, 2 – 25122 Brescia Tel. +39 030 2429508 Via Visconti di Venosta, 1 – 20121 Milano Tel. +39-030-2429516 d.rovetta@studiospecchia.it

Specchia & Associati This year, Davide Rovetta joined the Italian boutique firm, Specchia & Associati. The company has offices in Milan, Brescia and Brussels and is soon to be in London. The firm, founded by Senior Partner Prof. Silvestro Specchia, is well known in Italy for its strong litigation practice concerning Italian tax, customs, civil and criminal law as well as concerning its EU law global expertise. Prof. Marco Frigessi di Rattalma, a well reputed EU law Professor, also acts for the firm. Members of the firm routinely litigate cases before the EU General Court, the Court of Justice of the European Union, the European Court of Human rights as well as before Italian Tax, Civil, Criminal and Administrative Courts. Italy has a complex and often unpredictable legal system in place which comes as a surprise to those coming from common law jurisdictions wanting to invest or trade in such country. It is therefore appropriate that investors and companies operating in Italy receive multi-disciplinary horizontal advice under tax, civil, criminal law so to offset such unpredictability which may cause losses of profit and serious disruption of the companies’ activities. By combining the application of Italian law with EU and international law it is very often possible offsetting in a satisfactory manner any unpredictability issue or solve problems in dealing with the Italian public administration. Davide Rovetta, a member of the Italian Brescia Bar and of the Belgian Brussels Bar (E-list French speaking Bar) has many years of experience in combining the

26 Acquisition International - May 2015

application of EU law with domestic law of the EU Member States in order to better address the clients’ needs. He has advised and litigated cases in various EU jurisdictions including the UK, Italy, and the EU General Court. He routinely advises and take part as a defence attorney to complex multi-jurisdiction anti-fraud and anti-bribery investigations and trials and routinely advises and litigate cases related to EU customs, dual use and financial sanctions alleged breaches. Together with Prof. Silvestro Specchia he has gained particular expertise in the difficult task of effectively representing foreign and Italian companies and individuals before the Italian Tax Agency as well as before Tax Courts raising defences based on EU and human rights law. Thanks to the fact that the firm also has a high profile company law and accountancy practice, lawyers are duly supported by technical experts in the various fields when advising or litigating cases. The firm has working capability in Italian, English, Spanish and French languages.


Company: Harwood Hutton Limited Name: Adam Stronach Email: adamstronach@ harwoodhutton.co.uk Web Address: www.harwoodhutton.co.uk, www.londonlanding.co.uk Address: 22 Wycombe End, Beaconsfield, Buckinghamshire, HP9 1NB Telephone: +44 (0)1494 739500

Harwood Hutton Harwood Hutton is a full service accountancy practice operating from London and Buckinghamshire. It provides audit, accountancy and tax compliance services to owner managed businesses and smaller managed entities. The range of its services includes corporate finance advisory, transactional due diligence, tax advisory and private client services, and its client base includes UK subsidiaries of companies listed on overseas stock exchanges. We hear from Adam Stronach, director and shareholder of Hardwood Hutton to find out more about the company. Our firm can trace it origins back to 1957, benefiting from stable client relationships since that time. Businesses have enjoyed substantial growth and so has Harwood Hutton. The firm has attracted expert advisors from large professional practices broadening the services it can offer. Along with this, the firm also has a number of senior people who have either worked in industry or run their own businesses outside practice, and clients relate to our professional approach coupled with commercial insight when talking about their business and financial affairs. I am one of the directors and shareholders of our company. I lead the firms forensic and expert witness services, and its corporate finance services. I am also an auditor, and work with other senior colleagues on the firm’s strategic direction and business development focus. We offer senior level expertise from advisors who have worked for some of the largest professional services organisations in the world. Of course we have a range of staff down from senior people to less experienced members of the team, but a key attribute of ours is that senior people stay involved in client matters, and our pricing means clients can access this senior level expertise without paying the high rates charged by large practices. From client surveys we have commissioned in the past, the feedback we get is that our common sense approach to professional advice is highly valued by our clients. Since the 2008 financial crisis, it has been tough for our clients. In many respects they needed and wanted smarter business advice as conditions became tougher. However, at the same time they were constrained in how much they could commit in terms of resources and spend to get that advice. In cases where clients were losing business, they chose to stop trading. In other cases, clients who were looking to acquire businesses or to sell themselves postponed their plans. There was a disconnect between what buyers were prepared to spend on an acquisition, coupled with a tightening of credit from the banking sector, compared with what sellers wanted before they were prepared to sell. In some instances we had to think creatively. For example, there were deals where insufficient cash was on offer, and instead a merger was the way forward. But that itself meant a greater focus on the relative valuations of the businesses being combined.

Adam Stronach, Director and Shareholder of Hardwood Hutton

In other cases, acquirers chose to target teams rather than businesses, and asked us to develop solutions

to incentivising and rewarding those teams without committing significant amounts of money up front. It also became a period where clients began looking for recompense for losses they had suffered. The fall in asset values made investors look at the decisions they had made prior to the economic collapse and question whether the investment advice they had received was reasonable. Trustees of funds came under pressure from beneficiaries, some of who launched legal action for loss of investment value. At Harwood Hutton, we were engaged by lawyers in a number of cases, including disputes involving well known banking businesses, to offer our expert opinion on quantum issues before the Courts. Another feature over the last five years or so has been the number of people looking for seed funding for business ideas. Harwood Hutton took a number of appointments where we were asked to help with raising equity or debt for new or young business ventures. Crowdfunding as an alternative to traditional angel finance began to grow. In more recent times, we have seen a return to something approaching normality. Our more successful clients are being circled by private equity firms, and liquidity seems to be returning. However the terms on which funds are being offered and deals are being done remain very tight, and negotiations and due diligence take time. Buyers and investors are wary of taking on operational or financial risk, and get particularly concerned when new risks are identified as a result of their enquiries, rather than being first offered up by the target. Along with this, tax risk has become heightened. The outgoing UK government focused on tax evasion and avoidance in tax policy, and this has become a key area when acquirers look at OMBs and SMEs. We expect the incoming Conservative government to continue with a tax policy that drives evermore at addressing tax evasion and avoidance. We have recently been developing a strategy that addresses businesses and individuals who are looking at inward investment into the UK. Harwood Hutton already has a number of overseas clients who rely upon us for advice to their UK businesses. We now have a dedicated website, www.londonlanding. co.uk, to help clients with setting up business in the UK, and our business development activities are focused on reaching out to more overseas business that may be contemplating setting up in the UK. It’s an alternative offering to the larger firms that Acquisition International - May 2015 27


www.acquisition-intl.com

Company: Haberman Ilett LLP Name: Bruno Augustin, Partner Email: office@hiforensic.com Web Address: www.hiforensic.com

Address: City Tower, Level 3, 40 Basinghall Street, London, EC2V 5DE Telephone: +44 20 3096 6500

Haberman Ilett Haberman Ilett LLP, formerly known as The Haberman Partnership LLP, is a specialist firm providing accounting and financial expertise only in the context of disputes, whether they are eventually resolved by negotiation, mediation, arbitration or litigation. We spoke to Bruno Augustin, Partner, at Haberman Ilett LLP to find out more. Founded 18 months ago as The Haberman Partnership, Haberman Ilett are a fast-growing specialist practice, providing accounting expert witness and related services in UK and international litigation, arbitration, and alternative dispute resolution. Our founding partners are two of the best-known expert witnesses in the world, with more than 30 years between them as partners in big-4 firms before launching an independent practice. We provide expert evidence in disputes (for example: quantifying damages, providing opinions on financial issues relevant to causation or liability and providing objective interpretations of relevant financial and accounting matters) arising from commercial and contractual claims, shareholder disputes, investment treaty claims, competition and anti-trust cases, or those arising out of corporate transactions. We also act as the expert determiner or for the buyer/seller in completion accounts disputes. Our clients range from individuals through privately owned businesses and listed companies, to multinationals and global groups, and even governments. They are based both in the UK and internationally, and span all business sectors. With a Russian partner supported by a Russian and Ukrainian speaking team, we have a thriving practice for clients in the CIS region. We offer the expertise and quality you expect from a big-4 accounting firm – all our senior people have had successful careers in big-4 firms, but where large firms are constrained, and might give an impression of being influenced by their wider commercial relationships, we are truly independent. And, as an exclusively forensic firm, we approach every case on its own merits, with no pre-conceived ideas. Our philosophy is long term, and depends on our reputations as individuals for quality and userfriendliness. We are here to help our clients and their legal representatives to resolve disputes in a time and cost effective way.

Bruno Augustin, Partner, at Haberman Ilett LLP

28 Acquisition International - May 2015

It is a very exciting time to be involved in an independent advisor role to help parties settle disputes, especially being free of the conflicts that constrain our larger competitors. This gives us a truly independent position from which we can offer the benefit of our skills and experience to help parties achieve the best results. The number of disputes out there, whether they be in litigation, arbitration or regulatory cases, show no signs of abating.

The growth of our firm over the past 12 months has been astounding. When we launched as a team of four, we did not imagine that, in less than two years, we would be a five-partner practice, supported by a team of more than 20 experienced forensic accountants, working on cases with over USD 10 billion in dispute. We have plans to continue building the firm and delivering value to our clients and their legal advisers. We hope to expand on the range of work we do both technically and geographically, and build on existing specialisms in a number of sectors and areas of dispute. Our work is truly international, and we have been involved in cases involving disputes in a number of regions across the world. In Europe, this throws up challenges of understanding different legal systems that may form the basis of the dispute at hand, and working with lawyers from different jurisdictions. As stated above, with a Russian partner supported by a Russian and Ukranian speaking team, we have moved successfully into the market in the CIS region. Bruno Augustin, Partner, at Haberman Ilett LLP Dual qualified as an accountant and a solicitor, I have over 17 years’ experience in providing financial analysis and damages quantification services to clients involved in a variety of disputes, including antitrust/competition law, breach of contract, tort, breach of warranty, regulatory breaches, transaction disputes, and professional negligence. My transaction experience includes providing written expert evidence to an arbitrator in the US in a transaction dispute, and acting as an expert adjudicator in an oral procedure to settle a dispute in the Middle East. Through the years, I have gained professional experience across a wide range of sectors including financial services, defence, manufacturing, transport, energy, life sciences, telecoms and retail. I have a particular interest in antitrust/competition law issues and have written several articles on competition issues for legal journals. I was one of only two accountants to contribute to the Brick Court Chambers publication, Competition Litigation.


Website: intlaw.eu Email: info@intlaw.eu Tel: +34 93 112 54 23 Fax: +34 93 611 20 19

Simone Guaglianone of Intlaw Abogados y Consultores explains the driving force behind this deal involving Europe’s leading transportation suppliers, and talks about the difficulties of bringing sentiment to the business table.

Equistone and Bpifrance back Compin’s acquisition of Fainsa Equistone Partners Europe Limited (Equistone) and Bpifrance/the Croissance Rail Fund agreed to provide €10 million to Compin Group to support the bolt-on acquisition of Fainsa in January of this year. This acquisition will allow Compin to pursue further growth by enhancing its product range and expanding into new European markets. Compin is a leading French manufacturer of train and bus seating and interiors. Founded in 1902, the company generates sales of nearly €57 million. The acquisition of Fainsa, Spain’s leader in train and coach seating with sales of €32 million, will allow Compin to enhance its product offering both on the Spanish market and on other major European markets, such as the UK and Germany. This transaction will also help Compin broaden its client base and diversify its range of public transportation seating products, while boosting and optimising the Group’s industrial capacity in Europe. Leading the legal team for the purchaser was Simone Guaglianone of Intlaw Abogados y Consultores (Intlaw). According to Mr. Guaglianone, the transaction provided a few challenges in order to bring the French purchaser and Spanish vendor to agreement. “We were involved in the negotiation, procurement and execution of the purchase of Fainsa. We negotiated extensively with the sellers and their lawyers to come to an agreement on the sale and the terms and conditions of the SPA,” says Mr. Guaglianone. “This sale required multifaceted mediation and negotiation skills due to the intricacies of the vendor’s business. The transaction was particularly

difficult due encroaching competition, time restrictions and sentimental attachments within the family business, which hindered the ability for the sellers to be flexible in the vending process,” he adds. The acquisition swells Compin’s size to 560 employees and four production sites in Europe. “Thanks to this acquisition, Compin has reached a new dimension becoming a solid mid-cap with a comprehensive and diversified portfolio in public transportation seating and train interiors, with sales of €100 million,” explains Mr. Guaglianone.

Financing the deal

Equistone and Bpifrance provided the funds for this transaction, which totalled €10 million. “We have been supporting Compin since 2009 and are pleased to be working with the Group as it enters this new and significant phase of its development. This transaction testifies our fund’s European focus and our contribution to value creation through active participation in the ambitious growth projects of the companies we support, particularly with regard to international expansion,” says Guillaume Jacqueau, Managing Partner at Equistone Partners Europe. “We are proud of this first investment by the Croissance Rail fund, which highlights our strategy of consolidating and strengthening companies in the railroad industry. We aim to work together with other companies and investors to support the development of French SMEs in the rail sector, so as to allow them to become leading European players in their markets,” remarks Bertrand Finet, Executive Director of Bpifrance, Head of the SME Equity Department.

About Intlaw Abogados y Consultores

Intlaw Abogados y Consultores is a Barcelona-based law firm, dedicated to providing legal advice to companies in all sectors across Spain. INTLAW was established with the goal of building a team with both national and international experience, all from recognized law firms and multinational companies. Our excellent results are the fruit of an effective, practical, consistent and high quality work. Thanks to the international character of the firm, our professionals bring a global perspective to all the work they do. This allows us to bring a wealth of resources and knowledge to the table, and ultimately, better and more nuanced solutions that are tailored to our clients’ needs.


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M&A Focus In our M&A section, we focus on the industry keeping the wheels of business turning around the world.


M&As on the Rise We recently heard from Richard Goold, Partner at transformation consultancy, Moorhouse, about how TMT companies can get these M&As and transformations right in the digital age. He has over 17 years of experience in consulting and leading large scale transformations in this sector. Transformations in the digital age While there has been low activity in the M&A sector over the past five years against the backdrop of the recession, activity very much heated up in 2014.This rise in M&A activity looks set to continue in 2015, with economic conditions improving and business confidence growing. In fact, the first quarter of 2015 saw the most M&A activity globally since 2007. Companies in the TMT industries have seen an increasing blurring of the lines between them; BT has become a broadcaster, Facebook is making a play to become a payment system and takeovers such as Nokia and Alcatel-Lucent continue to change the competitive landscape. Alongside this, many businesses are struggling to make money via new technology, such as with mobile advertising, or fighting for growth in saturated markets. This is fuelling unprecedented revolution and reinvention through M&A’s as companies look to buy in the next big thing that could give them the edge over their competitors. Yet companies are still face regulatory burdens coupled with the pressure to get new products to market quickly. The pressure means that traditional approaches to transformation are viewed as clumsy, potentially bureaucratic and putting a spanner in the works of entrepreneurial spirit and invention. So how can TMT companies get transformations right in the digital age? About Richard Goold: Richard has over 17 years consulting experience across the Public sector, Financial services, Insurance and Technology markets. He has led on multiple large scale transformation programmes, working with senior stakeholders to address key challenges that have included post-merger integration, the need to increase revenue, reduce costs and improve service. Richard excels in leading on business and customer strategy, operating model development and transformation programme design and delivery. About Moorhouse: Moorhouse helps organisations design and deliver successful transformation. They ensure clients effectively deliver their strategy by working with them to turn strategy into action, establish a programme and project management culture and provide out of the ordinary delivery. Moorhouse only recruits PPM specialists with a proven track record of delivering successful business transformation in the FTSE 250 and across the public sector. Moorhouse work on some of the largest and most complex programmes in Europe and clients include BT, BA, MoD, DfT, GSK, Bupa Intl, Visa, NHS England, Monitor and BP.

Acquisition International - May 2015 31


www.acquisition-intl.com

Europe Has Highest Volume of M&A Deals in the Pipeline M&A activity in Europe is predicted to increase 14.4%, and 13.3% throughout the whole of EMEA, over the next six months compared to the same period last year, according to data from Intralinks, the global market leader in virtual data rooms.

Intralinks reveals these findings as part of its latest Intralinks Deal Flow Predictor (DFP). The Intralinks DFP accurately forecasts the volume of future M&A announcements by tracking M&A deals that are in the preparation stage or have reached due diligence. On average, these deals are six months away from their public announcement. The Intralinks DFP has been independently verified as a reliable predictor of future M&A activity. Although the overall outlook for EMEA is positive, increases in early-stage M&A activity in the UK - currently sitting at a 10% increase in volume on the same period last year - are more subdued compared to France, Germany and Spain. Uncertainty surrounding the outcome of the UK general election may have had an impact on UK dealmakers, who may have been taking a more cautious approach to M&A until the future political direction of the country was decided. European M&A volumes will be boosted by a bullish deal environment in Germany, with early-stage M&A deal activity rising 26% compared to the same period last year. Germany is a significant driver of overall M&A activity in Europe, and it is likely that the EUR 60 billion per month quantitative easing (QE) programme recently started by the European Central Bank will have a positive impact on future dealmaking. According to 120 EMEA dealmakers surveyed by Intralinks in separate research, 67% of respondents expect an increase in European deals as a result of QE. Alongside the DFP, Intralinks also revealed the findings from its Global Sentiment Survey that gauges opinion among 600 dealmakers on the future deal environment. Some of the key findings are: •

European dealmakers think the most attractive acquisition targets are ‘Internet of things’ (33%) companies, whereas the global figures state that online businesses, mobile payments and analytics firms are more attractive (25%). Global dealmakers do not think Bitcoin/online currencies companies are attractive acquisition targets, with only 3% stating that this is the case. European dealmakers are becoming increasingly optimistic that more deals will take place this year, with 76% stating that they expect deal volumes to increase, compared to 69% last quarter.

32 Acquisition International - May 2015

52% of European dealmakers expect the volume of outbound M&A activity from China to increase over the next 12 months – a much higher number than North American dealmakers, of which 31% believe that outbound activity to China will increase.

Other global highlights from the latest Intralinks DFP include: •

At a global level, Intralinks forecasts modest growth in announced M&A deal volume through Q3 2015, compared to the same period last year. With an 11% increase in early-stage M&A activity, global M&A announcements will increase by around 6% in the first half of 2015 compared to 2014. The US is also performing strongly, with high forecast growth

North America shows robust growth in early-stage M&A activity of 13.2%, compared to last year. In the Asia Pacific region, a 4% increase in early-stage M&A activity over the last 12 months (LTM) indicates M&A levels should exceed last year, despite a slowing of economic growth in China and some weakness in Japan. With an 11% LTM decline in early-stage M&A activity, Latin America remains subdued as the impact of falling commodity prices and a sharp slowdown in the region’s largest economy, Brazil, is being felt. •

Telecommunications, Media & Entertainment (TME), Consumer, Technology and Manufacturing/Industrials lead activity.

About the DFP The Intralinks DFP tracks early-stage M&A deals (sell-side M&A transactions that are in the preparation stage or that have reached the due diligence stage) across the world, on average six months prior to their public announcement. Intralinks is the leading global provider of virtual data rooms. Its involvement in the early stages of a significant percentage of the world’s M&A transactions gives the company a distinctive view into the expected volume of future M&A deal announcements. The Intralinks DFP has been independently verified as an accurate predictor of future changes in the number of announced global M&A transactions, with quarter-on-quarter (QoQ) percentage changes in the Intralinks DFP typically being reflected on average six months later in announced deal volumes, as reported by Thomson Reuters. About Intralinks Dealspace Intralinks is a leading supplier of solutions for managing strategic transactions. Intralinks Dealspace, the market leading virtual data room (VDR), gives M&A professionals a complete solution to manage the full lifecycle of a deal. Intralinks Dealspace supports every step of the deal process, enabling deal teams to securely exchange data with buyers, sellers and advisors, helping speed strategic transactions such as mergers, acquisitions, divestitures, capital raises and corporate restructurings.

Globally, on an industry level, we are seeing the strongest increases in early-stage M&A activity in the Telecommunications, Media & Entertainment (TME), Consumer, Technology and Manufacturing/ Industrial sectors.

Philip Whitchelo, Vice President of Strategy & Product Marketing comments on the findings: “2014 was a year of recovery in global M&A markets, and 2015 has started very strongly. We expect the first half of 2015 to show a mid-single digit increase in the volume of deal announcements compared to last year. Dealmaking looks set to remain especially robust in the US and EMEA.

These rises mean EMEA is the top performing global region for expected M&A activity in the next six months, with the manufacturing/industrials, technology and consumer sectors dominating deal pipelines in Europe.


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Appointments In our monthly Appointments section, we keep track of the major moves taking place within the global business sphere this month.


Appointments: from around the world

Akerman Names Sue Zabloudil Los Angeles Office Managing Partner Akerman LLP, a top 100 U.S. law firm serving clients across the Americas, today announced Sue Zabloudil, a partner with the Real Estate Practice Group, has been appointed office managing partner of the Los Angeles office. “Los Angeles is a market of growing importance to our firm,” said Akerman Chairman and CEO Andrew Smulian. “Sue is an integral member of the office and an outstanding steward of our clients in the region. She is an important addition to our management team.” As office managing partner, Zabloudil will guide Akerman’s growth and recruitment efforts in Los Angeles, while further strengthening the firm’s relationships with civic and business leaders in the region. She also will play an active role in Akerman’s pro bono and philanthropic initiatives, with particular focus in the areas of education and youth development. Zabloudil will continue her national real estate practice, representing clients in a broad range of real estate transactions, including the financing, acquisition, disposition, development, joint

venture structuring and ground leasing of all asset classes. She works with global financial institutions, investment banks, private equity funds, real estate investment trusts (REITs), private developers, and various investment funds. She also advises owners, tenants, and related parties in a broad range of leasing and asset management matters throughout the United States. “I am pleased to represent Akerman in this new capacity, collaborating with our lawyers across all of our offices to help advance the priorities of our clients on a national and international scale,” said Zabloudil. “I have been fortunate throughout my career at Akerman to be a vital part of teams and to lead significant transactions. A collaborative team environment is one in which I have excelled and one I want to maintain and expand as office managing partner.” Akerman’s Los Angeles office has a growing practice in litigation and transactions, with strengths in the real estate and financial services sectors. As the Real Estate Practice Group leader in the Los Angeles

office, Zabloudil has assisted clients through multiple deals that strategically advance their operations throughout California and across the United States. She most recently led the real estate aspects of a multi-state transaction on behalf of Akerman client Haggen Inc. that involved the acquisition and financing of 146 West Coast grocery stores. Zabloudil has closed numerous other transactions involving multi-faceted properties and financing, including significant ground lease and sale leaseback transactions, a 178-acre business park, multiple automobile dealerships, hotel projects in multiple states, commercial condominium warehouse/ offices, waste services sites, multifamily apartment complexes, and national restaurant chains including Johnny Rockets, Uncle Julio’s, and Tia’s restaurants. Admitted to the practice of law in California and Florida, Zabloudil is ranked by Chambers USA and was nominated for the Chambers USA Women in Law Awards in 2013 for being among the best in her field. She is also recommended by The Legal 500 for real estate law.

Endo Announces Appointment of Matthew J. Maletta as Chief Legal Officer Endo International plc have announced the appointment of Matthew J. Maletta as Executive Vice President, Chief Legal Officer, effective May 4, 2015. Mr. Maletta brings to Endo nearly two decades of legal experience in the specialty pharmaceutical industry and with private law firms, including extensive experience in M&A, corporate, securities, finance, commercial and employment law. He is assuming the role from Caroline B. Manogue, who announced her retirement in January 2015. “I am very pleased that Matt has chosen to join our team at Endo. His industry experience, significant expertise in M&A and pharmaceutical law and strong leadership skills will be a great addition to our executive leadership team. I look forward to his future contributions and to working with him as Endo continues to execute on its growth strategy and focus on becoming a leading global specialty pharmaceutical company,” said Rajiv De Silva, President and CEO of Endo, “On behalf of our Board, management team and myself, I would also like to thank Caroline for her

exemplary leadership and contributions during her nearly 15-year tenure at Endo, as well as for her active and ongoing support during this transition,” added Mr. De Silva. “We wish her well as she begins the next phase of her life.”

general corporate matters, finance, governance, securities and transactions. He holds a B.A. degree in political science from the University of Minnesota, summa cum laude, and a J.D. degree, cum laude, from the University of Minnesota Law School.

Prior to joining Endo, Mr. Maletta served as Vice President, Associate General Counsel and Corporate Secretary of Allergan, Inc. In this position, he served as an advisor to the CEO and Board of Directors and supervised several large M&A transactions and takeover defense activities, including Allergan’s acquisition of Inamed and Actavis’ acquisition of Allergan.

“I am thrilled to be joining Endo during such an exciting time of growth for the company,” said Mr. Maletta. “I look forward to leveraging my experience to benefit Endo and to support the corporate vision of

Mr. Maletta first joined Allergan in 2002 as Corporate Counsel and Assistant Secretary and during his tenure, held various roles of increased responsibility. He had a key role negotiating Allergan’s Corporate Integrity Agreement with the Department of Justice, served as the lead commercial attorney for the Allergan medical businesses and served as Interim Head of Human Resources. Prior to joining Allergan, Mr. Maletta was in private practice, focusing on

Acquisition International - May 2015 35


Appointments: www.acquisition-intl.com from around the world

Appointments: from around the world

James C.V. Rogers to Join Greenhill as Managing Director in Houston Focused on the Energy Sector Greenhill & Co., Inc, a leading independent investment bank, announced today that James C.V. (“Jim”) Rogers will join the Firm as a Managing Director based in Houston and focused on the energy sector. Mr. Rogers most recently led the Houston office of TD Securities, where he has focused on advising energy clients, primarily in the exploration and production sector. He began his career as a petroleum geologist before earning his MBA at University of Western Ontario and moving to investment banking roles at Salomon Brothers and then Deutsche Bank before joining TD Securities. In total he has 25 years of investment banking experience, nearly all of which have been focused on the energy sector. Scott L. Bok, Chief Executive Officer of Greenhill, said, “Jim becomes the 13th new Managing Director we have appointed this year through a combination

of individual recruitment and our recent acquisition. A core part of our growth strategy continues to be deepening our industry sector coverage as part of our M&A and restructuring advisory businesses, and the energy sector is a key area of focus. Jim brings us deep knowledge of the energy exploration and production sector, as well as great relationships in the Houston energy market. His knowledge of, and relationships in, the Canadian energy market will also be helpful to us. He is a highly complementary addition to our existing energy team, and we remain focused on further expansion of that team going forward.”

the world from its offices in New York, London, Frankfurt, Sao Paulo, Singapore, Stockholm, Sydney, Tokyo, Toronto, Chicago, Dallas, Houston, Los Angeles, Melbourne and San Francisco.

Greenhill & Co., Inc. is a leading independent investment bank focused on providing financial advice on significant mergers, acquisitions, restructurings, financings and capital raising to corporations, partnerships, institutions and governments. It acts for clients located throughout

Nomad Holdings Limited to Appoint Stefan Descheemaeker as Chief Executive Officer Nomad Holdings Limited have announced the appointment of Stéfan Descheemaeker as Chief Executive Officer (“CEO”), effective upon closing of its recently-announced acquisition of Iglo Foods Holdings Limited (“Iglo Group”), which is expected to occur in the second quarter of 2015. Mr. Descheemaeker will also serve as CEO of Iglo Group, replacing current CEO Elio Leoni Sceti. Mr. Descheemaeker will provide the strategic direction and day-to-day leadership necessary to achieve Nomad’s vision of building a portfolio of bestin-class consumer food companies. Working closely with Co-Founders Martin E. Franklin and Noam Gottesman, Mr. Descheemaeker will implement Nomad’s growth strategy and oversee day-to-day operations and brand initiatives at Iglo Group. Mr. Descheemaeker’s previous tenures in operational, finance, and executive roles make him a dynamic leader with a wealth of relevant industry experience. He recently served as Chief Financial Officer at Delhaize Group, a €20 billion international food retailer, before becoming CEO of its European

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division. In this capacity, he focused on delivering organic growth and driving cash flow generation. Earlier, as Head of Strategy & External Growth at Belgian-based Interbrew, he was responsible for managing M&A and strategy, which culminated in the merger of Interbrew and AmBev in 2004 to create the world’s largest brewer. At Interbrew (and later InBev), he held operational management roles as Zone President in the U.S., Central and Eastern Europe, and Western Europe. He currently serves as a Non-Executive Director on the Board of AnheuserBusch InBev, a position he has held since 2008. Mr. Descheemaeker holds a Master’s degree in Commercial Engineering, Business School, Brussels, Belgium. Noam Gottesman, Nomad’s Co-Founder, commented, “Stéfan’s background aligns with our aspirations to create a leading, global consumer foods company. He possesses a rare combination of food retailing and fast-moving consumer goods experience as well as a honed expertise in corporate M&A strategy. Martin and I are delighted to welcome him to Nomad and are confident he will be a key

partner as we implement our build-up strategy. Bringing Stéfan on board at this juncture also provides for strong continuity in leadership at Iglo Group as he and Elio will work together to ensure a seamless transition.” Stéfan Descheemaeker stated, “I could not be more excited to join Nomad at the onset of its growth story. The initial investment in Iglo Group creates a solid foundation for us in the consumer foods space. Iglo Group’s brands evoke a strong sense of nostalgia for me, and I am personally looking forward to working with the talented teams to promote growth and innovation in the frozen foods category.”


Appointments: from around the world

Steve Santangelo joins Straightline New York as Senior Director, Client Engagement Steve Santangelo has joined Straightline, a leading global strategic brand consultancy with offices in New York and London. In the newly expanded position of Senior Director, Client Engagement, Steve will have responsibility for client relationship management and solutions as well as supporting business development. “I am excited to welcome Steve to our firm at a time when we are expanding our global footprint,” said CEO Michael Watras. “Steve’s breadth of branding experience and client partnering skills will enable us to better serve the complex and diverse branding needs of our clients.” “Steve’s talents will enable us to expand our client solutions model – he’s uniquely situated to smoothly transition active business leads into long-term engagements and strong client relationships for Straightline,” said Rayan Parikh, Executive Director of Global Strategy. “His background in brand strategy provides a great opportunity to more closely connect our client relationship model to our rapidly expanding strategy practice.”

Steve comes to Straightline as an experienced marketing and communications professional. He was most recently Senior Director of Consulting at MBLM, a global brand consultancy headquartered in New York. During his tenure at MBLM Steve led client engagements involving end-to-end strategy, brand activation and research for companies such as UL (Underwriters Laboratories), ADNOC and Alliance Bernstein. Prior to his role at MBLM, Steve was Director of Strategy at Siegel+Gale where he was instrumental in business development and leading brand strategy engagements.

thorough analysis, creative thinking and smart design, we uncover the authentic to deliver tailored communications strategies and compelling brand expressions. We make brands known. Companies such as Bupa, CTS, IGI Laboratories, Lloyds Bank, Thomson Reuters, and Walgreens Boots Alliance come to us to help them successfully navigate change – from M&A activity to rapidly changing market conditions and evolving business strategies. We take pride in finding new ways for brand to make an impact on our clients’ businesses.

Steve holds a Bachelor of Arts in Government Studies and Philosophy from the University of Virginia at Charlottesville, and is currently pursuing an MBA in marketing. He brings tremendous international business experience and cultural fluency to his new role at Straightline. Straightline is a brand strategy and design agency that partners with leaders of global and local businesses to ensure their brands are clearly defined and effectively communicated. Fusing

William J. Perlstein Joins BNY Mellon as Senior Deputy General Counsel BNY Mellon, a global leader in investment management and investment services, has announced that William J. Perlstein will be joining BNY Mellon as Senior Deputy General Counsel, effective June 15, 2015. Reporting to J. Kevin McCarthy, BNY Mellon Senior Executive Vice President and General Counsel, Perlstein will lead the Legal Department practice groups focused on government affairs, public policy and regulatory affairs, and the corporate services legal functions supporting M&A, IT, real estate, procurement and sourcing support, and cyber security. Perlstein is a senior partner and former co-managing partner of WilmerHale, having spent nearly 40 years of his career there. He led the pre-merger law firm of Wilmer, Cutler & Pickering for six years prior to its transformative 2004 merger with Hale and Dorr, and following the merger served as the co-managing partner of the combined firm until 2012. After leaving firm management, Perlstein resumed an active practice as part of the Firm’s Bankruptcy and Financial Restructuring Group and as a member of the Regulatory and Government Affairs and Strategic

Response Practice Groups. Many of Perlstein’s matters have concerned cases in which there is significant government involvement, drawing on his and the firm’s expertise in governmental and regulatory affairs. Perlstein received the American Lawyer 2014 Law Firm Distinguished Leader Award for his accomplishments in law firm management. “Bill is widely recognized as a high caliber strategic leader of the bar. He brings highly relevant insights into how policymakers and regulators are approaching the issues critical to BNY Mellon and our company will greatly benefit from Bill’s experience and judgment,” McCarthy said. Perlstein is a Fellow and Counsel to the Board of the American College of Bankruptcy, a Fellow of the American Bar Foundation, and a member of the American Law Institute. He serves on the Board of the DC Neighborhood Legal Services Program and on the DC Bar’s Leadership Development Committee. Perlstein graduated summa cum laude with a bachelor’s degree in Economics and Political Science from Union College, where he is Chair of the

President’s Council and a member of the Board of Trustees, and received his law degree from Yale University. BNY Mellon is a global investments company dedicated to helping its clients manage and service their financial assets throughout the investment lifecycle. Whether providing financial services for institutions, corporations or individual investors, BNY Mellon delivers informed investment management and investment services in 35 countries and more than 100 markets. As of March 31, 2015, BNY Mellon had $28.5 trillion in assets under custody and/or administration, and $1.7 trillion in assets under management. BNY Mellon can act as a single point of contact for clients looking to create, trade, hold, manage, service, distribute or restructure investments. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation

Acquisition International - May 2015 37


For Private Equity firms navigating the unique landscape of an IPO

Merrill Corporation provide end-to-end solutions from due diligence platforms to prospectus print to help you navigate a successful IPO. information@merrillcorp.com www.merrillinternational.org

T R A N S A C T I O N A N D C O M P L I A N C E » F I N A N C I A L P R I N T » T R A N S L AT I O N S CONTRACT MANAGEMENT » VIRTUAL DATA ROOMS » FINANCIAL DISCLOSURE


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60 Seconds With... Join us as we catch up with some successful companies currently flourishing within their respective sectors.


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Mindpearl is an international, award winning contact centre outsourcer, with strategically located centres in Australia, Spain, South Africa and Fiji, giving the firm access to quality English linguists and 30 other languages. Name: Alan Graham Company: Mindpearl Email: alan.graham@mindpearl.com Web Address: www.mindpearl.com Address: 7 West Quay Road, V&A Waterfront, Cape Town, South Africa, 8000 Telephone: +27214406735

What is Mindpearl all about? As a company, our focus is providing a quality service, which transcends traditional outsourcing. We completely adopt our clients’ brands, ensuring a customer experience second to none. Who are your clients? Mindpearl services global brands in numerous verticals including Aviation, Travel and Leisure, Telecommunication, Retail, Finance, Debt Collection and the Educational Sector. Our client portfolio is extremely diverse. We have clients that are seasoned users of outsourcing services and companies who have never outsourced before. Our customised solutions appeal to both market segments, because we make outsourcing a human experience whether we deal with large companies looking to partner for performance or smaller companies looking to grow with people. What makes Mindpearl unique? “Our people, your brand” is an expression of our culture and our approach to business. It is also a clear articulation of our greatest value, our staff (and their individual expertise) and the relationships we have with our clients (as custodians of their brands). It is this relationship which drives our culture and our business and makes us unique. It is a strength we are proud of. What’s your biggest challenge facing you at present? Talent retention will always be a challenge in any business and whilst we have been more successful than most at this, we continually need to evolve to find the right balance between employee retention (and development) and the introduction of fresh talent into our company. What is Mindpearl’s biggest aim? To continue our steady growth through the protection of our clients’ brands, the development of our people and to always be innovators within our sector. What is Mindpearl’s biggest challenge? Controlled growth. We have taken on a lot of new business in the last 2 years and whilst this is welcome news, we must deploy the right support structures and balance across our global teams and locations to ensure continued momentum and to deliver on our promises. What business/business person do you most admire and why? Those who can adapt to the ever changing global environments in which we operate by taking up new ideas and being the first to deliver on them.

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Mediterrania Capital Partners is a dedicated private equity firm focused on small and medium sized enterprises (SMEs) and mid-cap companies in North Africa with total assets under management of more than US$200 million. Name: Albert Alsina, Founder, CEO and Managing Partner Company: Mediterrania Capital Partners Email: communications@ mcapitalp.com Web Address: www.mcapitalp.com Address: Diputación 246 2º 2ª 08007 Barcelona, Spain Telephone: (+34) 93 445 11 42

What does your business do? With offices in Barcelona, Casablanca, Tunisia, Algiers, and Valletta, Mediterrania Capital Partners takes a very intense hands-on and proactive approach to implementing its growth strategy, by leading the governance of the companies and driving the key internal value creation process. The partners of Mediterrania Capital have extensive experience in managing companies including commercial experience, strategy formulation, finance and operations. Who are Mediterrania’s clients? We have several types of clients. The principal clients are the investors of our funds which could be institutional investors or private investors. To all of them, we are providing superior returns in the asset class, with full transparency in processes and performance of the portfolio companies. Secondly, we are providing investors with a number of KPIs (Key Performance Indicators) that relate to Impact Investing. Impact Investing aims to provide investors with great returns in the “right” way and demonstrate the impact that we create in the Region in relation to social, environmental and governance aspects. Additionally our portfolio companies are also our clients. The assets where we invest in are a critical part of our value creation model as we help these companies move up to the next level in terms of business growth and performance. As Mediterrania Capital Partners, one of our main tasks is to focus on our portfolio companies and support them on their growth plans. What makes your company unique? Since the start of our operations we have implemented a unique and rigorous Value Creation model that allows us to deliver on average more than 20% growth on revenues and 30% growth on EBITDA in our portfolio companies on a yearly basis. Our Value Creation model resides on the following fundamentals: • Defining a Social Operating System -or governance- with monthly boards, management meetings, audit committees and strategic sessions • Ensuring to have the right person in the right job • Implementing the 3 Wide Enterprise processes that are essential for a strong and efficient operation (the strategic process, the HR process and the budgeting process) • Identifying each company’s Key Performance Indicators and putting the right elements in place to ensure all the KPIs are achieved on a • consistent basis • Diligent and comprehensive follow-up

to live in, doing our modest bit to support the African continent in its continued development. A few facts: • So far we have invested in several companies in North and Sub-Saharan Africa, which have grown by more than 20% year on year • Our capital injections have made it possible to create more 1,000 new jobs. The companies in our portfolio now employ more than 5,000 people, a number that keeps rising as businesses continue to expand and with that, the need for increased workforce • As a result of our investments, the number of female employees in the portfolio companies has grown by more than 20% • All our portfolio companies offer benefits such as health insurance, vacation pay and pension plans and abide by an official equal opportunity employment policy • In terms of environmental policies, all our portfolio companies pursue at least one environmental objective • Two thirds of the companies have pollution prevention and waste management strategies • Fifty per cent of them have energy and fuel efficiency • Others focus on water resource management, natural resource conservation and sustainable land use • Finally, all our portfolio companies actively verify financial statements and they are all audited by global auditing firms Environmental impact, social impact and Governance aspects are crucial elements of our Value Creation Model. We strive to offer investors strong financial returns while creating positive outcomes for communities and for the environment. What’s your biggest challenge facing you at present? Our biggest opportunity, and challenge at the same time, is to ensure we continue to invest in high performing companies and expand into new geographies and industry segments, while putting all the elements in place to retain talent and effective processes. What’s the aim for your business? Our goal is to achieve superior returns by creating world-class companies, implementing highly progressive business strategies and operating according to excellent business, ethical, social and environmental standards. What’s your company’s biggest challenge? The biggest challenge we are facing right now is to be able to establish a business discipline and achieve operational excellence in our portfolio companies. Both key to ensure a good performance and thus, higher returns for our investors.

At the same time, we focus on making an impact with our investments and creating a positive influence on the partners of portfolio companies. It’s our contribution to making this world a better place Acquisition International - May 2015 41


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PatentAxis provides patent services that include search, analysis, filing and prosecution for both Canadian clients as well as international clients seeking patent protection in Canada. Name: Jai Chatterjee Company: PatentAxis Inc. Email: mail@patentaxis.com Web Address: www.patentaxis.com Address: 365 Bay Street, suite 500, Toronto, Ontario, M5H 2V1 Canada Telephone: +1-416-556-2999

rmnoa357 / Shutterstock.com

What does your business do? A major emphasis is placed on prompt communication with clients and providing clients with clear and practical advice to allow clients to make informed and educated decisions. Who are your clients? My clients are small to medium sized businesses, government funded organisations, or law firms. My practice tends to attracts highly motivated individuals with an enthusiasm for research and development and/or technology commercialization. What makes you unique? A unique feature provided by PatentAxis is a fixed price option for all Canadian patent work. As our clients have gravitated towards fixed price options over hourly rates, fixed price options have been expanded to cover all Canadian patent work, including patent application filings and prosecution. From a personal perspective, I believe I provide a unique contribution as a clear communicator which I leverage not only in client communication, but also in patent office correspondence and telephone interviews with patent examiners. What’s your biggest challenge facing you at present? An ongoing challenge is staying current with patent law and patent procedure developments in countries other than Canada, particularly European and Asian jurisdictions. We address this challenge by attending international conferences and communication with our trusted cohort of international colleagues. In this respect, we are always keen to foster new relationships with patent professionals in foreign jurisdictions.

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What’s the aim for your business? The aim is to provide clients with a competitive advantage in relation to patents. Typically, this means successfully obtaining a patent for a client. But, sometimes providing a patent analysis or strategy tailored to a client’s commercialization goals can be significant. By striving to help our clients achieve success we hope to develop lasting client relationships. What’s your company’s biggest challenge? As a company the biggest challenge is to achieve cost efficiencies without sacrificing quality. New computer software, including applications for electronic filing and prosecution of patent applications provide a clear path for cost savings versus traditional paper filings. The challenge is to remain abreast of new software or electronic filing or prosecution tools and understand their benefits and risks, taking advantage of the benefits and mitigating the risks. What business/business person do you most admire and why? I have great respect for serial entrepreneurs, particularly those that have achieved success with multiple companies. Household names such as Elon Musk and Richard Branson are examples, but many serial entrepreneurs have sustained success in multiple companies, sometimes in very different industries, without fanfare. I am fortunate to count a few such individuals amongst my clients. I suspect it takes uncommon courage and dedication to take multiple start-ups to a successful and profitable level. More importantly, my experience is that serial entrepreneurs tend to have a combination of pragmatism and vision that is very easy to work with.


Balkan Emerging Frontiers Fund is a regulated fund focused on the stock markets of the Western Balkans (countries of former Yugoslavia). They believe their region has the largest stock prices growth potential in the world.

Email: investment.manager@ bef-fund.com Web: www.bef-fund.com/ Telephone: +41 22 518 02 39

There is tremendous short term growth potential in Western Balkans capital markets, as some of the regional stock exchange indices are lagging behind the most in whole world. They have not improved much since decrease; some of them are still at only around 10% of 2007’s highs. They have huge growth potential to catch up with global indices – you can for instance take a look at what happened in Baltic’s, when money came back. From autumn 2013 (when almost no one believed in that, as everyone was talking about bailout) even Slovenian index SBI TOP has raised significantly (several blue chip stocks even in the range of +300% to +600%). That means that we are very close to a moment, when even indices of countries south of Slovenia will start recovering and they have the largest growth potential, and where is invested the vast majority of BEF Fund portfolio. Balkan Emerging Frontiers Fund (BEF Fund) provided its investors with almost 100% net return in past 52 months, since the start of its investing. BEF started investing in August 2010, and it is therefore now already in its sixth (6th) calendar year of publishing independently verified & audited track record. Balkan Emerging Frontiers is a fully regulated fund focused on the stock markets of the Western Balkans (countries of former Yugoslavia), which have huge potential. Regional stock markets are uncorrelated with global markets. They are still very inefficient and there are plenty of investment opportunities available. The Investment Manager has 19 years of valuable experience in investing and managing investments in the region, almost from the start of the privatization process. They have excellent contacts in the region, and so they are capable to access and evaluate information quickly in order to exploit investment opportunities by active management.

Fund’s objective is to provide investors with a net return series that over multiple years exceeds that of the major developed, emerging, frontier & local indices. The management team of the Balkan Emerging Frontiers Fund (BEF Fund) is very honoured to be among the winners of the Hedge Fund Awards – among the winners of these immensely popular global awards. Given that competition is stiff and selectors’ vetting process is very rigorous and that each year they receive thousands of nominations from industry experts, clients and peers and spend months gathering votes, painstakingly researching all nominees and collating all relevant information so that they can fairly and accurately determine worthy winners. Company: Balkan Emerging Frontiers Fund (BEF Fund) Segregated portfolio (sub fund) of JP SPC 5 umbrella fund Investment Manager: Euroasian Investments Incorporated Deposit bank: Deutsche bank Auditor: BDO Legal counsels to JP SPC 5: Ogier and Harney, Westwood & Riegels Administrator: JP fund Administration (CI) Limited, associated firm of JP Fund Services SA, Switzerland Fully regulated & with 2 independent directors (DMS) Monthly subscriptions & redemptions Subscriptions available directly or through following platforms: Generali International, Exante Limited Malta (EU regulated investment platform)

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Law Offices of James A. Bach represents both corporations and individuals in all aspects of immigration law, and is dedicated to providing the highest level of service and personal attention to each of their clients. Name: James A. Bach Company: Law Offices of James A. Bach Email: info@immilaw.com Web Address: www.immilaw.com Address: The Shell Building, 100 Bush Street, 19th Floor, San Francisco, CA 94104, USA Telephone: (001) 415-248-3100

What does your business do? Our law practice provides solutions for employmentbased immigration to the United States, including legal services such as H-1B visas, labour certifications, EB-1 petitions, investor visas, and the entire range of employment- and family-based immigration solutions.

service to our existing and new clients, while resisting the temptation to grow to the point where it compromises efficiency and expertise. What’s the aim for your business? To continue to provide our clients with speed, service, and success in achieving their U.S. immigration goals.

Who are your clients? International businesses, primarily technology companies. We also represent investors and businesses that wish to expand to the U.S., and move key owners, managers, and professional employees to the U.S. to staff U.S. operations. What makes you unique? We are a boutique firm that provides a very high level of service to our clients, as well as expertise developed over decades. Our process practice is to return emails and phone calls within hours, and we are very accessible to our clients. Because of our attention to details, and our superior work product, we enjoy a high level of success. What’s your biggest challenge facing you at present? Our challenge is to continue to provide exceptional

We recently spoke to Brett Shadbolt, owner of Censere to find out more about his company and the key areas of his business that make it successful.

Name: Brett Shadbolt Company: Censere Email: info@censere.com Web Address: www.censere.com Address: 11 Keng Cheow Street, #03-11 Riverside Piazza, Singapore 059608

What does Censere do? We provide support to firms investing in Asia Pacific to ensure better returns with less risk. Services include valuation, forecasting and modelling, integrity, business and technical DD, industry research and strategic advisory.

What business or business person do you most admire and why? Warren Buffet, he knows what he knows and has not succumbed to pressure to move beyond his area of knowledge.

Who are your clients? Typically either multinational corporations or institutional investors such as PE funds, banks and family offices. What makes your company unique? Our footprint across Asia pacific and single ownership structure which means we operate a single team across the whole of our network. We excel in cross-border situations. What is your biggest challenge facing you at present? Developing and maintaining consistent quality across our network with such a diverse range of languages, cultures and stages of development. What is the aim for your business? To be the go to firm in Asia Pacific when clients are considering new investments or looking to maximise returns from existing investments. Acquisition International - May 2015 45


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IAS is the expatriate consumer division of OMSC, Overseas Military Sales Corp, the global distributor of vehicles to our Armed Forces, Diplomats and U.S. government employees for over 50 years. Our expertise in the automotive industry has helped thousands of people relocating with their personal transportation needs. Together, we are the largest global distributor of vehicles in the world. Name: James Krulder Company: International AutoSource Email: jkrulder@intlauto.com Web Address: www.intlauto.com Address: 175 Crossways Park West, Woodbury, NY 11797 Telephone: 516.496.1816

What does your business do? International AutoSource (IAS) is the leading provider of full service personal transportation solutions to the global community for over 50 years. Our programs provide value added benefits for car leasing, financing and purchasing without a local credit history while delivering award winning customer service. The car financing and leasing solutions are available to Expats/foreign nationals relocating to the United States, UK, Canada or Japan. Alternatively, if you are relocating on a shorter-term assignment, our all-inclusive, full service rental car program is available in 13 countries. Who are your clients? The International AutoSource programs were specifically created to assist expatriates/foreign nationals, and executives relocating in the global mobility community. We assist expatriates all around the world and partner with relocation companies, corporations, healthcare organizations among others to expand the reach of our services to be accessible to the globally mobile. What makes you unique? At IAS while we always offer a competitive price and value to our customers, clients and partners, our service and commitment to our customers satisfaction is what will always set us apart in the industry. Our team members all have an in-depth understanding to the challenges that our Expatriate customers face. There is also a great deal of empathy, which helps them, help our customer, through the many details associated with obtaining transportation in a new country. What’s your biggest challenge facing you at present? The global mobility industry is continually changing and as the industry changes, we change as well. It is our goal to be a provider for life to these assignees. New advances in technology have allowed people to have more information at their fingertips instantly. Our biggest challenge is to ensure that we continue to exceed the expectations of our customers. To ensure this, we always look for new ways to improve and expand our programs to provide the best possible solutions to the Expat community. As we continue to adapt we will continue to exceed expectations! What’s the aim for your business? As the global mobility, industry continues to change IAS aims to continue providing the most flexibility and value to our clients by offering a variety of choices. We truly stand alone as the most understanding and compassionate personal transportation solution to the global community. Our clients can go other places to obtain a vehicle, but I don’t think they would ever find a company willing to go above and beyond like IAS would to enhance that experience.

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What’s your company’s biggest challenge? As we continue to expand our programs and offer the IAS services in more countries, we continually need to overcome the challenges that arise. Each country is unique, and in the United States, each state is unique. As an Expat driving in a new country, it is about much more than just buying a car. There are so many aspects to consider, and what holds true in one country, may not in another. We specialise in navigating all the details of getting on the road so we can alleviate these challenges for our customers. What business/business person do you most admire and why? I admire Winston Churchill. Although Winston Churchill was not directly related to business, it was his ability to communicate his vision that I admired most. He had a very distinct ability to deliver a message that appealed to both someone’s head, as well as their heart. I believe that is an extremely valuable tool for a leader in business to have. It is our responsibility to be leaders and deliver our vision and strategy. However, it is also important to love what you do and to have the passion for achieving your goals. Winston Churchill was clear about his vision to protect and defend Britain at all costs. His passion and love for his country rallied a nation. That is our job as business leaders, and our responsibility to our employees, partners and clients. I remind myself daily of Mr Churchill’s quote: “Success is not final, failure is not fatal, it is the courage to continue that counts”.


Daniel D. Kim practices business immigration and corporate transactions. He advises members of the international business community on the global migration of personnel and the use of investment in the immigration context. Mr. Kim specializes in guiding artists, emerging visual effects companies, entrepreneurs, professionals and businesses engaged in international transactions and global mobility issues.

Name: Daniel Kim Company: DDK Law Email: Daniel@ddklaw.com Web Address: www.ddklaw.com Address: 500 South Grand Avenue Suite 2300, Los Angeles, CA 90071, U.S.A.

What does your business do? We assist international clients with global mobility through investment. In other words, we enable individuals to move from one country to the next, establish businesses here in the United States, and advise on those who want to take on a more global outlook in their corporate and personal lives.

US, who value their work, we can make it happen.

Who are your clients? We are a client centric law firm and we specialize in four core client groups: For global entrepreneurs who view the United States as an integral part of their overall business strategy, we are here to assist them in every step of the way to turn barriers into pathways.

What makes you unique? Whenever possible, we take personal face to face meetings with prospective clients – even if it means flying across many time zones. We believe that the effort we make to actually meet people before doing business with them has rewarded us tenfold and makes us unique, especially with other American law firms.

For investors looking for opportunities in the United States, we can be your guide. For established companies who want to create the foothold in North America and acquire key personnel, we have the experience and track record for ensure that everyone will be in place where they are most needed. For international talent in entertainment and the arts who want the freedom to do work for companies based in the

Whenever possible, we take personal face to face meetings with prospective clients – even if it means flying across a few time zones. We believe that the effort we make to actually meet people before doing business with them has rewarded us tenfold.

What’s your company’s biggest challenge? In our industry, one of the major challenges we are facing is that The United States government has only increased the level regulatory complexity for non-US entities attempting to enter our market. It is a challenge when global clients are ambushed by this intense level of bureaucracy and have to be educated on how to navigate around them by our firm. However, those who persist do very well.

Paragon specialises in corporate global mobility services. We hear from the business about the keys aspects that enable them to be successful. Who are your clients? Paragon works with companies across a wide variety of industries that vary in size, from smaller organizations to large Fortune 500 corporations. The only commonality is the need to move talent from one location to another, whether within the U.S or across the globe, Paragon assists our clients in getting their employees where they need them to be.

Name: Scott McCain Company: Paragon Relocation Email: info@paragonrelocation.com Web Address: www.paragonrelocation.com Address: 633 E. State Highway 121 South, Suite 520, Coppell, TX 75019 USA Telephone: +1.972.819.5100

What makes you unique? Paragon is unique in our industry because of our independence and longevity. The mobility industry is comprised of several large companies that are a conglomeration of previous smaller relocation companies. The majority of these companies are tied to the downstream supply chain through ownership of subsidiaries such as real estate firms or household goods transportation companies. Paragon is different because we give our clients a choice. Through our client-centric methodology, our clients and customers are able to work with downstream suppliers that make sense for them–not just forced into working with subsidiary companies that add to the bottom line of the relocation management firm. Additionally, with almost 30 years under the same leadership and ownership, Paragon has a legacy of stability and a reputation for integrity.

What’s your biggest challenge facing you at present? It is important to speak to all the needs of each stakeholder and certainly, price is always a consideration. However, Paragon wants to ensure our clients understand the value behind the service that they are purchasing on behalf of their employees and how the relocation program and experience ties directly to talent management objectives across an organization. With a consulting history, we feel it is our duty to work with our clients to ensure the best balance between optimal benefits and bottom line savings. What’s the aim for your business? Paragon aims to provide an extraordinary customer experience, one family at a time. Furthermore with our clients, we strive to make life easier for Human Resources, manage cash efficiently for Finance, ensure data protection for IT, and contain costs for Procurement. What business/business person do you most admire and why? I have recently come to greatly admire Uber. They jumped into a seemingly mundane industry (taxi services) and have turned it on its head with a vastly improved customer experience at a lower cost. That’s a winning formula. As a frequent global traveller, I am a big user and fan.

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Ones to Watch In our Ones to Watch section, we shine a light on the companies to keep an eye on this month.


Company: Lugna Name: João Gil Figueira Email: lisbon@lugna.pt Web Address: www.lugna.pt Address: Rua Rodrigo da Fonseca 9 – 3ºB, 1250-189 Lisbon, Portugal Telephone: +351 21 131 04 08

Lugna Lugna is a boutique tax and legal firm specialized in corporate restructuring and business model optimization in most industries and in private client advisory and business immigration. The firm handles cross-border and jurisdiction specific issues and has a deep understanding of the practical, political and social attitudes towards business in Portuguese speaking jurisdictions. Lugna is a go to partner for many deal teams at the outset of cross border transactions and M&A deals. The team’s solid reputation regarding technical aspects and a strict confidentiality policy translated into several international awards for excellence in handling taxation matters. The complete set of services includes: • Income tax planning and compliance for companies and individuals; • VAT advisory and compliance; • Structuring for real estate projects; • M&A tax advisory and structuring for holding and financing structures; • Incorporation of investment vehicles and companies; • Advisory for expatriates and high net worth individuals; • Remuneration tax planning and employee share and stock- option schemes; • Business Immigration (Golden Visa); • Estate planning and asset protection. Lugna also reviews previous due diligence reports in order give clients an additional layer of assurance when evaluating and acquiring a company or an asset. Incorporated in 2013, the firm is the brainchild of two ex-Big Four advisors. They anticipated Portugal’s current role as an attractive business destination and seized the opportunity to start a new office with a new approach to investment, with a team well versed in enabling investors to tackle business on different fronts. Today, Lugna is transactional focused firm composed of highly skilled advisors and lawyers, most of whom have previously worked in Big Four firms or international law firms and are members of the Academia. Staff members hold degrees in both Law and Management and are experts in the fine points of law, finance, accounting and management in two or more jurisdictions. It is still a boutique firm and its partners have no intention in increasing the headcount and transform it into a big scale service provider.

Contrary to the outdated practice of partitioning information, disconnecting departments and building obstacles around specific sets of information, Lugna relies on a fresh multidisciplinary and bespoke approach to each project, and is considered a proven resource for its clients. We like to assure our clients that their deals crossed the border safely. That is why we continuously monitor the legal arena to identify opportunities and challenges and provide prudent and tactical advice. Diversity is part of the firm’s culture in selecting staff and in designing workflow processes, which rely on a multiple perspective approach. We define multiple perspective as the necessary computation of multiple and heterogeneous viewpoints, representations and roles in a cooperative context. A two partner review system guarantees technical and commercially sound advice. Team members travel extensively to meet our clients and implement the solutions designed at the office. For those reasons, true diversity and true technical expertise set us apart from competitors, as there is no substitute for experience. What have been your biggest and most significant achievements over the past 12 months? The firm has made a significant investment in technology to allow mobility, centralization of decisions and dissemination of information while operating in new jurisdictions. Since mid-2014, it has experienced a growth phase leading to tripling the number of clients and doubling the staff size without losing the focus on being a boutique firm. The most recent areas of business are Governmental Advisory on Fiscal Policy, assisting in M&A transactions, tax structuring for investment funds and designing new structures to allow the safe and tax efficient de-offshoring of investments for private individuals interested in business immigration. What does the future hold for Lugna? Do you have any plans for the next 12 months? Does working in your region throw up any specific challenges or opportunities?

How do you think you stand out from your competitors? The firm lacks the insular approach to law of the usual law firm or the somewhat detached and usually disclaimer-ridden approach to clients of the consultancy firms.

After last year’s growth spurt, the firm is confident that 2015/2016 will be the time to further solidify its market share and position as a high-level advisory firm.

Acquisition International - May 2015 49


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The bailout program is over and privatizations are winding down to the relief of investors, enterprises and advisors. Accordingly, confidence is returning to the Portuguese economy. The market is now bullish and some industries, such as real estate and hospitality, have developed significantly. As a result, Lugna is and will be advising on buyouts,

equity deals and real estate project structuring using Asian and Middle Eastern capital. The team is well versed in advising Asian clients. We also expect an increasing demand for services related to business and investment immigration (Golden Visa) and to foreign investment structuring as more investors move in to snap up distressed assets. Angolan related operations are slowing down because the country’s oil dependent economy was not shielded against tumbling oil prices. The office advises on cross border transactions with Brazil and provides tax services to expatriates. Despite reports forecasting the end of the Brazilian economic boom, the country is still an investment target for Portuguese and European companies on the hunt for competitively priced assets. In Timor-Leste, Governmental programs still sponsor new infrastructural and utilities projects on a daily basis. Investment in this country is a source of work for the Lisbon office and the Dili branch.

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Company: Forensic Risk Alliance Name: Derek Patterson Email: dpatterson@forensicrisk.com Web Address: www.forensicrisk.com Address: Audrey House, 16-20 Ely Place, London EC1N 6SN, UK Telephone: +44 (0)20 7 831 9110

Forensic Risk Alliance Forensic Risk Alliance is a specialist firm providing, financial investigation, litigation support and forensic accounting services, international eDiscovery and data forensics solutions. We spoke to Derek Patterson, Principal at Forensic Risk Alliance, about how the regulatory environment is continuing to challenge corporates in all sectors. One of the recent major developments in our industry is that the FCA is proving extremely active and increasingly aggressive and the SFO appears – finally – to be finding its feet. Alongside these developments are several other non-US regulators who all have major investigations underway. Of course the US authorities continue to drive their regulatory enforcement agenda throughout Europe, and we are especially busy assisting companies active in BRIC countries and elsewhere with their compliance activities. As a result of this, several huge fines for corporate criminality (and the disgorgement of unlawfullyobtained profits) have hit the headlines for bribery and corruption offences. This is set to become increasingly important in a host of areas such as bribery, fraud, sanctions, competition, banking, HSE, and data breaches. With continued developments occurring across the industry, Forensic Risk Alliance have an experienced team dedicated to meet our clients demands. We are a specialist firm providing, financial investigation, litigation support and forensic accounting services, international eDiscovery and data forensics solutions. Moreover, we have particular expertise

in supporting clients facing cross-border litigation, multi-jurisdictional anti-corruption investigations, civil, regulatory and criminal financial investigations. Furthermore, we act as expert witnesses for our clients, giving evidence on complex financial issues in challenging legal cases. And we work with our clients proactively too, advising on anti-corruption measures, advising on how to evidence compliance, performing compliance reviews, testing compliance controls and assisting our clients with due diligence. As for our senior people, they are all highly experienced in commerce, banking, and regulation. This experience sets us apart, as we look to deliver pragmatic and cost-effective advice to our clients. We have particular expertise in dealing with data in local jurisdictions to comply with local requirements, for example in FSU countries, France, Switzerland and Brazil. We are company that provides an end-to-end service to identify, collect, process, review, present and opine on all types of structured data (such as financial information), and unstructured data (such as documents and emails) relevant to a dispute or investigation. We find that what clients look for are flexibility and a willingness to provide transparent, costed and controllable work plans. Clients hate surprises, especially cost surprises, and they love intelligent, flexible solutions to the complex problems posed by conflicting obligations. Which is what we endeavour to provide.

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Global Expertise Directory Our handy guide to some of the firms leading the way in their respective sectors around the world.


Global Expertise Directory

EY Jordan Web: www.confirmation.com Confirmation.com is the world’s leading provider of electronic audit confirmation services. Their multipatented solution ensures control and brings greater integrity to the process of validating the receivables, cash, debt, investments and legal representations within audited financial statements. Confirmation.com’s electronic confirmation service was used by auditors to catch the $215 million Peregrine Financial Group (PFGBest) fraud, the multi-million dollar Shepherd Major Play Option Fund fraud, the China MediaExpress fraud and other financial frauds. Today, the company serves more than 12,000 accounting firms, 100,000 auditors and 1,000’s of banks and responding organizations around the globe. To learn more visit www. confirmation.com.

ECU Group Address: 100 Brompton Road London SW3 1ER Tel: 020 7399 4600 Email: enquiries@ecugroup.com Web: www.ecugroup.com

Founded in 1988, ECU is a global macro research, advisory, and investment firm specialising in currency risk management. We provide research and advisory services, as well as currency alpha, risk management, active and passive overlay, and multi-currency liability strategies to institutional investors, corporates, family offices and UHNW individuals. Driven by research, our distinctive global macro analytical approach to world economies and markets has been the backbone of our successful track record. Our investment philosophy and process continues to evolve, guided by the depth and breadth of the specialist inputs provided by our Global Macro Team; comprising economic advisers and market strategists of international standing.

We provide research and advisory services.

Web: www.ey.com

EY has been operating in Jordan since 1953 and is the largest audit and business advisory firm in the country. The office has more than 175 professionals, in addition to three resident partners. Services offered The Amman office offers clients a wide range of services, including Assurance & Advisory Business Services, Business Risk Services, Business Advisory Solutions and Tax. Industries Our clients range from family businesses to large multinational corporations and include government and public sector companies. In addition to banks, our clients’ portfolio includes manufacturing companies, hotels, trading and insurance.

Forensic Valuation Litigation, LLC Forensic Valuation Litigation, LLC 444 Liberty Avenue, Suite 900 Pittsburgh, PA (USA) 15222 1-412-201-7530 www.fvl.us.com

Based in Pittsburgh, Pennsylvania (USA), FVL is a boutique business consulting firm working with clients on a range of forensic accounting, litigation support, and valuation issues. Its founders are Certified Public Accountants with expertise in fraud, governance, and valuations, and have more than 80 years of combined experience. In cases of corporate fraud, corporate governance, business partnership disputes, family litigation, and estate planning, FVL is called in to provide an objective, independent solution. For more information, please visit their website at www.fvl.us.com.

Web: www.lamontpridmore.co.uk

Lamont Pridmore combines traditional values with a forward-thinking, innovative approach to the everchanging business world. We focus on the future rather the past. For us building successful, long-term relationships with our clients is more important than a single transaction. We are constantly looking for innovative new ways to deliver a first class service and provide the latest training and skills to our staff. We always aim to add significant value to our clients’ businesses, which this year was 3 times the fees we charged. This demonstrates real value for money and sets us apart from our competitors. We start where many firms finish.

Grandall Law Firm Web: www.grandall-law.com

Grandall Law Firm is a leading full-service Chinese corporate and commercial law firm with 10 offices around China, strategically located in the major investment centers of Beijing, Shanghai, Shenzhen, Hangzhou, Guangzhou, Kunming, Tianjin, Chengdu, Ningbo and Fuzhou, as well as a branch office in Hong Kong. The Firm was established in June 1998 upon approval of the Ministry of Justice, and has more than 120 partners and approximately 620 PRC-licensed attorneys, many of whom are recognized as top practitioners in their respective fields of specialization, and a number of foreign counsel who ‘bridge the gap’ between the East and West. Acquisition International - May 2015 53



The Deal Diary

Welcome to the Deal Diary, our monthly round up of the recent M&A activity across the globe. As always, we feature a range of transactions across a number of different sectors. With each diary entry, we’ll be taking a comprehensive look at the inner workings of the deal in question and will be venturing behind the scenes to take a look at the dedicated professionals involved in ensuring its success. Have you done a deal lately? If so, then we want to hear from you. Head over to www.acquisition-intl.com and submit the details.

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Financial Services The second half of 2014 was very impressive in terms of investment levels in financial services companies, according to Zephyr, the M&A database published by Bureau van Dijk. In all some USD 337,884 million was invested across 4,321 transactions over the six months, representing a 28 per cent climb in value, contrasted with a four per cent drop in volume, on the first half of 2014. 2015 has started fairly slowly in terms of both volume and value for the sector, as some USD 164,147 million has been invested across 2,346 deals in the opening four months of this year. If activity were to continue on this trajectory over the next two months it would fall short on both counts for H1 2015. However, as the run up to the end of June traditionally sees dealmakers keen to sign off deals in time for the end of the quarter it is still possible that enough high value transactions could take place to change the course of the pattern by the time H1 draws to a close. As things stand the USD 164,147 million invested in H1 to date would be one of the lowest for a six month timeframe in the entire period under review, although it has already surpassed the USD 164,039 million invested in H1 2012.

Number and Aggregate Value (Mil USD) of Financial Services Deals Globally by Type: 2006-2015 to date (as at 30 April 2015) Deal half yearly value (Announced date)

Number of deals

Aggregate deal value (mil USD)

H1 2015

2,346

164,147

H2 2014

4,321

337,884

H1 2014

4,521

264,957

H2 2013

4,653

238,033

North America has attracted the most investment in 2015 to date, notching up USD 51,063 million over the four months to the end of April. Western Europe placed second with USD 43,449 million, followed by the Far East and Central Asia with USD 32,994 million. The same pattern was evident in terms of volume as these three countries topped the rankings with 751, 438 and 437, respectively. By value South and Central America came next with USD 18,681 million, although it could only place sixth by volume with 91 deals. Fourth place by volume was taken by Eastern Europe on 403 transactions.

H1 2013

4,171

185,207

H2 2012

3,937

279,561

H1 2012

3,579

164,039

H2 2011

3,872

240,678

H1 2011

3,612

245,455

H2 2010

4,124

253,237

H1 2010

3,860

226,153

To conclude, 2015 has gotten off to a fairly slow start for the financial services sector, but there is still the possibility of some high value deals being agreed before the end of June and shifting the balance for the first half of this year.

H2 2009

4,267

226,666

H1 2009

3,735

303,826

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Diligent Consultancy Diligent Consultancy advises Beech Tree Private Equity’s Investment in RS Fleet Dave Rogers, Managing Director, led a team from Diligent Consultancy in its role as IT due diligence provider for Beach Tree Private Equity. Whilst working with the company for the first time, the team from Diligent Consultancy ensured key IT risks where addressed prior to investment, thus safeguarding the client’s investment opportunity. Diligent Consultancy also provided IT strategic remediation plans to ensure the IT matches the current and future needs of the business.

Name: Dave Rogers, Director Website: diligentconsultancy. co.uk/ info@diligentconsultancy.co.uk Telephone: +44 (0)20 3700 0700 Address: Diligent Consultancy Limited 145-157 St. John Street London, EC1V 4PW

RS Fleet has now secured funding support from private equity firm Beech Tree Private Equity through its Fund 1. The terms of the deal have not been disclosed. BTPE has been set up by two former executives at private equity house Gresham. Paul Franks ran Gresham’s Birmingham office and his colleague in the venture is Andy Marsh, who runs the operation in Manchester. Commenting on the deal, Paul Franks, managing partner of BTPE said: “We are incredibly excited to be investing in RS Fleet. Our business model is to seek out fast-growth sub-sectors in the UK and then find the best businesses in these sectors to take advantage of the market dynamics. “The market for telematics-based solutions is accelerating rapidly and we believe we have found the UK’s leading service provider to the insurance

industry in the UK. Our investment will be used to expand the management team, to enter new markets in the UK, including the fleet market, where we see huge potential for telematics-enabled solutions and to support RS Fleet’s existing customers with their growth plans, both in the UK and overseas.” Lea Hodson, managing director of RS Fleet said: “I am delighted to have Beech Tree Private Equity on board as a partner to assist in the growth of RS Fleet. RS Fleet is at the centre of a growing market that provides real benefits for insurance companies and their customers from the use of telematics technology. “Bringing a private equity investor on board that is experienced, who understands the business and fits culturally is a big step for me and the company.” Including Dave Rogers from Diligent Consultancy, BTPE were also advised on the deal by Eversheds (legal - Antony Walsh, Nick Turner) and KPMG (financial - Glynn Bellamy, Mathew Vernon, Richard Dwight; tax - Steve Heath, Anna Roberts). RS Fleet was advised by Higgs & Sons and Spencer Gardner Dickins. Diligent Consultancy provide critical IT consultancy services for VC and PE backed investments. We match the IT service to the life cycle of the investment, from initial IT due diligence to providing a virtual ‘chief technology officer’ role as an ongoing management concern, we are able to drive an improved investment rate of return at exit.

Acquisition International - May 2015 57


www.acquisition-intl.com

Address: Knez Mihailova 11-15 11000 Belgrade Telephone: +381 11 630 22 33 Web: tasiclaw.com/ Email: office@tasiclaw.com

Sie Holding Acquires 51% of Shares Marija Tasic and Vanja Stojanovic, attorneys at law from Tasic & Partners, after months of negotiation, have finalized the acquisition between Austrian company System Industrie Electronic Holding AG (SIE Holding) and Tagor Electronic doo Nis, leading manufacturer of electrical equipment in southern Serbia. The team from T&P has represented Tagor Electronic doo Nis and its founders as the assignors in the transaction. Their involvement has served to protect its clients’ best interest at hand, help maintain balance between mutual rights and obligations and overcome issues deriving from different legislation, different practice and practical experience between the assigning and acquiring party. This transaction resulted in the SIE Holding family owning 51% of shares in Tagor Electronic doo Nis, client of Tasic&Partners. This help to further cement Tagor Electronics’ position as one of the leading companies in manufacturing electronic solutions and components and has provided Tagor Electronic doo Nis with new geographical presence in western and central Europe, as well as greater financial stability and strength. Tasic & Partners is one of the leading Serbian law offices in PPP projects which are a wide field for international M&A transactions in vital sectors such as public transportation, lighting and energy. We spoke to Marija Tasic, managing partner at Law Office “Tasic & Partners” (T&P), Knez Mihailova Street no.11-15, Belgrade, Serbia about the company. 1. Who led the team at your company? Marija Tasic, managing partner and senior associate, Vanja Stojanovic. 2. Who are you representing in this deal? Have you been working with this client for some time or is this the first? “Tagor Electronic” doo Nis, Serbia. This is the first time “T&P” has worked with this client, but the cooperation has continued upon completion of the transaction. 3. What was your role in the transaction? And how did your involvement prove to pay a vital part in getting the deal through to completion? “T&P” team has represented “Tagor Electronic” doo and its founders as the assignors in the transaction. “T&P” involvement has served to protect its clients’ best interest at hand, help maintain balance between mutual rights and obligations and overcome issues deriving from different legislation, different practice

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and practical experience between the assigning and acquiring party. We have explored and pointed out all the possibilities, terms and consequences of the acquisition process, making sure that our clients have all relevant information in order of making final decisions and pushing the deal through. 4. What business benefits do you feel that this deal provides for your client? The transaction has provided our client with new geographical presence in western and central Europe, as well as greater financial stability and strength. As Marija Tasic, the managing partner in T&P stated: “We believe that this acquisition will allow our clients to be opened to broader markets and participate in more demanding projects, thus gaining additional know-how and experience and allowing the Serbian market to grow as well.” 5. Do you have any further comments you would like to add? “T&P” is one of the leading offices in PPP projects which are a wide field for international M&A transactions in vital sectors such as public transportation, lighting and energy. It has advised both public sector and international private companies on terms and conditions of investing in Serbia, thus acquiring the necessary knowledge, expertise and experience which have facilitated the acquisition process at hand. The T&P team welcomes and implements all innovative and progressive ideas in the corporate, M&A and PPP sector, all in order of providing a “five star” service to each and every client.


Company: Arganto E-mail: contact@arganto.com Address: 25, rue de Ponthieu 75008 Paris

Arganto ARGANTO is an independent corporate finance advisory boutique, based in Paris and Brussels. ARGANTO strives to deliver best-of-breed financial services to entrepreneurs and mid-cap companies to align capital structure with corporate development objectives and enhance business growth. ARGANTO is first and foremost an entrepreneurial venture which thinks, advises and acts accordingly. Following its communication of 23 December 2014, Solving Efeso International (Alternext: ALOLV), an international consultancy firm specialised in strategy and operational excellence positioned in growing markets, announces that it has acquired Empact, a Brussels-based consultancy firm specialised in implementing progressive transformations in the service sector. Filippo Mantegazza, Chairman of Solving Efeso International, commented, “We are delighted with this acquisition, which is the most significant M&A transaction completed by Solving Efeso International since 2007, and which follows the five successful acquisitions made in recent years. We are pleased to welcome Empact’s employees who share our business model and our culture. Together we will be taking a new structuring step forward in our development to consolidate our distinctive range of services, diversify our client base and expand our geographic footprint.” Bruno Machiels, co-founder of Empact, said, “We are excited to be joining Solving Efeso International. This transaction is a tremendous opportunity for the development of Empact, a company created in 2004 by four partners and which boasts about 30 consultants, primarily serving a client base of major accounts in the service industry. Whilst Empact already enjoys an enviable position in the Belgian market, this merger opens up new growth prospects.”

The transfer agreement, signed on 3 April 2015, covers the entire share capital and voting rights in Empact. This transaction is partly financed by a 5 million share capital increase in Solving Efeso International (“the Group”) reserved for Empact shareholders, at €2.60 per new share. In addition, earnouts of up to €2.5 million may be paid based on the achievement of targets measured over the financial years ending 31 December 2015 and 31 December 2016. The acquisition price (net of both acquired cash and earnouts) corresponds to 3.6 x average EBITDA for the 2013 and 2014 financial years. This acquisition will increase the group earnings from the 2015 financial year onwards and will allow the Group to accelerate its growth in both revenue and results. In comparison with the 2014 consolidated results, (i) Empact’s 2014 revenue (€8.2 million) represents 12% of Solving Efeso International’s 2014 consolidated revenue, and (ii) Empact’s 2014 EBITDA (€2.2 million) represents 32% of Solving Efeso International’s 2014 consolidated EBITDA. The Group’s net debt will not increase by more than €5 million, excluding the potential earnouts to be added to the base price, as a result of the acquisition and consolidation of Empact’s balance sheet. ARGANTO acts as the exclusive and sole adviser of Empact shareholders in the deal.

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Support Services Deals

B. Riley & Co. Completes $12 Million Debt Financing for Sequans Communications B. Riley & Co., LLC (B. Riley), a wholly owned subsidiary of B. Riley Financial, Inc. has completed a $12 million convertible note financing for Sequans Communications S.A. acting as exclusive financial advisor in the transaction. Sequans intends to use the proceeds from the offering for general corporate purposes. The convertible note will mature in April 2018 and will bear interest at a rate of 7% per year, paid in kind annually on the anniversary of the issuance of the note. The note will be convertible at the holder’s option into the company’s American Depositary Shares (ADSs) at a conversion rate of 540.5405 ADSs for each $1,000 principal amount of the note, subject to certain adjustments, which equates to an initial conversion price of $1.85 per ADS. Sequans is scheduled to present at the 16th Annual B. Riley & Co. Investor Conference on Thursday, May 14, 2015. Investors may contact their B. Riley representative to schedule a one-on-one meeting with Sequans management.

About Sequans Communications Sequans Communications S.A. (NYSE: SQNS) is a 4G chipmaker and leading provider of single-mode LTE chipset solutions to wireless device manufacturers worldwide. Founded in 2003, Sequans has developed and delivered six generations of 4G technology and its chips are certified and shipping in 4G networks, both LTE and WiMAX, around the world. Today, Sequans offers two LTE product lines: StreamrichLTE™, optimized for feature-rich mobile computing and home/portable router devices, and StreamliteLTE™, optimized for M2M devices and other connected devices for the Internet of Things. Sequans is based in Paris, France with additional offices in the United States, United Kingdom, Israel, Hong Kong, Singapore, Taiwan, South Korea, and China. Visit Sequans online at www. sequans.com. About B. Riley & Co., LLC B. Riley & Co., LLC is a leading investment bank providing advisory, research, and sales & trading to corporate, institutional and high net worth individual clients. Investment banking services include M&A advisory and debt and equity offerings.

Globant acquires Clarice Technologies, a unique innovative software product development company Globant signs an agreement to acquire Clarice Technologies to reinforce its focus in User Experience, Design and Technology. Globant expands its delivery capabilities for the first time out of the Americas by acquiring a company with operations in India Globant a new-breed technology services provider focused on delivering innovative software, today announced a definitive agreement to acquire Clarice Technologies, an innovative software product development company. This acquisition reflects Globant’s unique focus on developing solutions that leverage emerging technologies and trends, and on building software for global brands that brings together engineering, design and innovation to meet scale. “Clarice Technologies is a company that shares our vision and recognizes the importance of creating products that not only are robust in terms of engineering but also appealing for the user. They share our passion for innovation, for new technologies, for design and they combine in their team recognized professionals in UX and Design with Technology Subject Matter Experts”, stated Martin Migoya, Globant CEO and Co-founder. “This new endeavor not only reinforces our positioning as the only pure play in these new and emerging technologies, it also strengthens our vision of building a global team with the best talent of the world, regardless their geographic location. Being a pure play in next-gen technologies is not about focusing on a specific region, it’s about being a global company and having the best talent in our team.” “As Martin said, we are constantly looking for special and extraordinary teams from all over the world. We want professionals that have the creativity and outstanding skills needed to create amazing products. We saw that uniqueness in Clarice: their team and experienced leadership shares our passion for innovation, our values and our culture. Clarice is truly a ‘Glober’ company, also a pure play on emerging technologies”, added Martin Umaran, Globant Chief of Staff and co-founder. “Their focus will help us increase the depth of our capabilities in Mobile, IoT and UX, in addition to providing strong delivery capabilities in India, which we believe will result in better and expanded services to our US and global customers. On top of that, they are very strong in serving emerging and well-established technology companies. We are thrilled to have them on board”.

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About Globant We are a new-breed technology services provider focused on delivering innovative software solutions by leveraging emerging technologies and trends. We combine the engineering and technical rigor of IT services providers with the creative approach and culture of digital agencies. Globant is the place where engineering, design and innovation meet scale. About Clarice Technologies

Founded in 2008, Clarice Technologies has offices in California, US, and Pune and Bangalore in India. The Company has developed deep knowhow in some of the most innovative technology trends, and has applied this knowledge working for many Fortune 500 companies. As a proof of their focus on innovative solutions, it received Red Herring Global Top 100 award in 2013, Deloitte Technology Fast 50 award in 2014 and Gartner included Clarice Technologies in their “Cool Vendors in Application Services” Report, in 2015.


Support Services Deals

InMotion Entertainment Group Acquires Airport Wireless Holdings, LLC InMotion Entertainment Group, LLC (“InMotion”), a portfolio company of Bruckmann, Rosser, Sherrill & Co. (“BRS”) and Palladin Consumer Retail Partners, LLC (“Palladin” or “PCRP”), today announced that it has acquired Airport Wireless Holdings, LLC (“APW”). Founded in 1998 by Iris Goldschmisdt, APW is the second-largest airport-based retailer of consumer electronics and accessories in the United States. APW operates under five successful banners: Airport Wireless, techshowcase, Tech Interaction, tech in a sec, and Touch Table. With the acquisition of APW, InMotion will further enhance its leading market position in consumer electronics in the airport channel to 120 locations in the all of the major airports across the United States. Jeremy Smith, President and CEO of InMotion Entertainment Group, said, “Since inception, we have continuously strived to evolve and improve our business. This acquisition accelerates the growth of InMotion by enhancing our footprint and increasing our market share. Further, we are excited that the combination of InMotion and APW will enable us to provide airport shoppers with greater access to the leading brands and products in consumer electronics and travel accessories.” Fifth Street Finance Corp. provided debt financing for the transaction. Kirkland & Ellis LLP acted as legal advisor to BRS and Palladin.

About InMotion Entertainment Group, LLC InMotion Entertainment Group, based in Jacksonville, Florida, is the largest airport-based retailer of headphones, mobile device accessories, other consumer electronics, and travel accessories. With the acquisition of its next largest competitor, APW, the Company operates 120 locations in the busiest airports across the United States under the InMotion Entertainment, Soundbalance, and Headphone Hub banners. About BRS BRS is a New York-based private equity firm with $1.4 billion of committed capital under management in three investment partnerships, focused on investing in middle market consumer goods and services businesses. Since 1996, BRS has purchased over 40 portfolio companies for aggregate consideration of over $6.4 billion. In addition, BRS portfolio companies have completed approximately $1.9 billion of add-on acquisitions. About Palladin Palladin Consumer Retail Partners, is a Boston-based private equity firm focused exclusively on retail and consumer products companies in North America and Europe. Founded in 1998, the firm prides itself on working closely with management teams to create value through strategic and operational initiatives.

KPMG Launches Alliance With SailPoint To Help Clients Safeguard Valuable Information KPMG LLP, the U.S. audit, tax and advisory firm, and SailPoint, the leader in identity and access management (IAM), today announced at Navigate 2015, an alliance that will provide leading information protection solutions to help clients manage and protect their critical information. According to a recent KPMG International survey of global institutional investors, 40 percent said board members have a “barely acceptable understanding” of their company’s key information, data assets and the potential impact of losing them. “The stakes are high for organizations facing rogue threats, rising customer expectations, profitability pressures and demanding regulatory requirements,” says Prasad Jayaraman, KPMG Advisory principal and executive sponsor of the SailPoint alliance. “Increasingly, they are calling on firms like KPMG and SailPoint to help securely and effectively manage access across large populations of users and applications to improve identity controls and mitigate risk.”

Across the network of independent member firms within KPMG International, a number of KPMG member firms have made investments to strengthen their cyber service capabilities and bolster their relationship with SailPoint, a leader in the 2013 and 2014 Gartner Identity Governance and Administration (IGA) Magic Quadrant. KPMG in the U.S. and KPMG in Australia each made acquisitions in recent months that have elevated KPMG’s standing as a top deployment partner for SailPoint. In October, the U.S. firm acquired certain assets of Qubera Solutions, a leading privately-held cybersecurity firm that provides IAM services. Most recently, KPMG Australia acquired First Point Global, a leading SailPoint deployment partner and cyber security tech solution business in Australia.

SailPoint provides integrated IAM solutions for compliance, provisioning, password management and access management – delivered either on-premises (IdentityIQ) or as a cloud-based service (IdentityNow). The alliance combines SailPoint’s next-generation IAM solutions with KPMG’s leading identity management services to help clients safeguard valuable data and applications residing in datacenters, on mobile devices and in the cloud. Additional potential benefits include the ability to reduce risk, address compliance requirements, enhance user experiences, streamline business process controls and increase operational efficiencies and reduce costs, while enhancing the customer experience to expand revenue opportunities. “SailPoint is excited to work with KPMG to help organizations around the world manage their IT risk and protect their data and assets,” said Kevin Cunningham, president and founder of SailPoint. “By combining the power of SailPoint’s innovative solutions with KPMG’s strong industry experience, we believe this alliance will help accelerate the growing adoption of next-generation IAM solutions as companies face new challenges presented by expanding user populations, M&A activity and new technologies like cloud and mobile.”

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Support Services Deals

Healthcare Innovation Meets Silicon Valley Technology: MDsave Poised to Expand Affordable Medical Treatments With $12 Million Investment from MTS Health Investors MDsave, the nation’s first and largest online healthcare marketplace, announced its first institutional investment of $12 million from MTS Health Investors, the New York-based private equity firm. MDsave provides cash-paying consumers with discounted access to quality healthcare providers. With the increasing prevalence of high-deductible insurance plans, this offering is helping consumers to reduce out-of-pocket expenses for common medical treatments. In its first three years, MDsave has become the preferred choice for accessing healthcare savings, regardless of an individual’s insurance status. “MDsave is the first national healthcare service brand focused on lowering healthcare costs for the consumer,” said Paul Ketchel, MDsave CEO and Co-Founder. “We equip patients and providers with a dynamic and user-friendly technology platform to connect when a medical procedure is required.” MDsave’s capital infusion from one of the nation’s top healthcare investors is further evidence that healthcare’s future is tied to consumer choice and transparency, delivered via next generation technology and innovation. Through offices in Nashville and San Francisco, MDsave will use the funding to bolster its platform nationally and internationally, providing thousands of consumers with affordable access to quality medical treatments. Today, MDsave serves over 50 US markets. The service will be available to all US consumers in the coming months. “Patients are demanding transparency with regard to their healthcare commitments,” said Ketchel. “MDsave was built to provide just that. It’s the first healthcare marketplace that allows patients to shop, compare and purchase healthcare services.” The company offers groundbreaking technology that connects patients with negotiated savings of up to 60% on bundled healthcare procedures like surgeries, imaging, office visits and more. Consumers pay for services up front, thereby streamlining efficiencies and allowing providers to reduce costs. Healthcare providers also save on third party collections and medical billing when using MDsave platform, making the company unique among other digital health platforms.

Mooreland Partners Advises Luna Innovations on Merger with Advanced Photonix Mooreland Partners, the leading independent investment bank providing M&A and private capital advisory services to the global technology industry, today announced that it acted as the exclusive financial advisor to Luna Innovations Incorporated on its merger with Advanced Photonix, Inc. The combined company will keep the Luna name and be headquartered in Roanoke, Virginia, and will have a strong product foundation with Luna Innovations’ (“Luna”) core test & measurement products and Advanced Photonix’s High Speed Optical Receiver (HSOR) and Optosolutions product lines. Stockholders from both companies approved the transaction on May 8, 2015. “The merger of API and Luna will result in a much larger, yet more cost efficient company. The combined new company will have the resources necessary to continue investing in growth areas such as Luna’s strain and temperature sensing business, and API’s next generation of receivers and detectors,” said Richard Dalton, Managing Director of Mooreland Partners. Luna Innovations is a public company composed of scientists, engineers, and business professionals that develop and manufacture next generation technologies and products. The company successfully takes innovative technologies from applied research to product development, and ultimately to the commercial market – driving breakthroughs in the aerospace, automotive, telecommunications, healthcare, energy, and defense sectors. Advanced Photonix has three product lines, and is a leading supplier of optoelectronic sensors, devices, and instruments used by the test and measurement, process control, medical, telecommunication and Homeland Security markets. API’s High-Speed Optical Receiver (HSOR) products are used by the telecommunication market in both telecommunication equipment, and in test and measurement equipment that is utilized in the manufacturing of telecommunication equipment. The Terahertz sensor product line is targeted to the process control (including via non-destructive testing) and security markets. API’s T-Gauge® sensor can measure sub-surface physical properties, like multi-layers thicknesses, density, moisture content, anomaly detection and some chemical features, online and in real-time. Optosolutions focuses on enabling manufacturers to measure physical properties, including temperature, particular counting, color, and fluorescence for medical, Homeland Security and process control applications.

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About Mooreland Partners Founded in 2002, Mooreland Partners is a leading independent investment bank providing M&A and private capital advisory services to the global technology industry, serving clients from its offices in Silicon Valley, Greenwich (CT), and London. Mooreland’s team of nearly 50 banking professionals delivers industry domain and transaction expertise across all major technology sectors including communications technology, mobile and digital media, enterprise software and services, as well as industrial technology and electronics.


Support Services Deals

Browne Jacobson advises LDC on £25m Aspin Group investment Browne Jacobson has advised mid-market private equity specialists LDC on the acquisition of a minority stake in Aspin Group as part of a £25m acquisitive and growth strategy. Established in 2000 by entrepreneurs Barry McMahon and Andy Hoffman, the Hertfordshire headquartered company provides foundation, substructure, superstructure and construction to the UK rail sector through four divisions: Aspin Foundations, Aspin Consulting, McGrattan Piling and Supplies and the recently acquired Rogers Structural Investigations. With clients including Network Rail, Carillion, Skanska and Balfour Beatty, amongst others, the Group has six UK offices and employs over 200 staff. Browne Jacobson corporate finance lawyers Gavin Cummings, Mark Hughes and Paul McCannah advised John Green of LDCs Nottingham-based office on the deal. John will join the Board with immediate effect. Other advisers included PwC, Smith Cooper, Deloitte, Geldards, Flint Bishop and Freeths. LDC Investment Director, John Green, said: “With Aspin, we are backing a highly experienced management team that has led the business through multiple phases of organic and acquisitive growth over recent years. “There are record levels of investment being made in rail electrification over the coming years, and Aspin is well placed to further accelerate its growth and expansion plans. Our support will provide the team with additional financial and strategic firepower to fully capitalise on this.” Gavin Cummings, corporate finance partner at Browne Jacobson, added: “We were pleased to assist LDC with its continued investment in strong Midlands based businesses through its investment in Aspin Group which will help them to take advantage of future growth opportunities in the sector.” Browne Jacobson has one of the largest corporate finance teams in the Midlands and is rated as the ‘premier’ corporate finance team in the East Midlands, according to the latest edition of independent legal directory Chambers UK.

Charterhouse’s Acquisition of Stake in Comexposium French commercial real estate company Unibail-Rodamco SE and the Chamber of Commerce and Industry of Paris Ile-de-France or CCIR have enter into an agreement with Charterhouse, by which Charterhouse has offered to acquire Unibail-Rodamco’s 50% stake in Comexposium. This offer values Comexposium at 550 million euros. Early in 2008, Unibail-Rodamco and the CCIR merged their Convention & Exhibition activities into two entities: Viparis, in charge of managing the venues, and Comexposium, in charge of the events organization business. Comexposium brought together Exposium, the events entity of Unibail-Rodamco, and Comexpo, the events organization business of the CCIR. Comexposium is now the 4th largest exhibition organizer worldwide with more than 135 exhibitions, representing 38 000 exhibitors and 3.5 Mn visitors per year. In addition, Unibail-Rodamco and the CCIR have granted Charterhouse an exclusivity period. During this period, the work councils of the Group and Comexposium will be consulted before the signing of the final and binding documentation expected in the second-quarter of 2015.

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Well Acquires Care4U Pharmacy

Manchester-headquartered Well, which was until recently known as the Co-operative Pharmacy, has bought Devon-based pharmacy chain Care4u Pharmacy. Care4u Pharmacy employs approximately 70 members of staff across seven pharmacies in Brixham, Teignmouth, Paignton, Kingskerswell and Torquay. The pharmacies will continue to operate under the Care4u brand for now although they will be refurbished and rebranded to Well within the next 12 months. It is understood that no branches are at risk following the takeover. Care4U Pharmacy was advised by Weightmans, Boyce Hatton, Bishop Flemming.

Finasta Banking Business is Planned to be Integrated with Šiauli Bankas One of the largest Lithuanian-owned bank Šiauli Bankas and Invalda LT have signed a Letter of Intent which foresees a possible integration of Finasta banking business with Šiauli bankas. Once the deal is closed, Šiaulių bankas would take over Finasta banking business and the current Finasta owner – one of the largest companies in Lithuania investing in other businesses and managing assets Invalda LT – would acquire a new Šiaulių Bankas share issue, which would be issued in order to pay for the bank Finasta shares. Invalda LT would continue to own 100 percent of pension and investment fund management company Finasta Asset Management. The valuation of the deal will be revealed once the parties sign a binding agreement – this should be agreed by the April 15th, 2015. In order to close the deal, relevant permissions from the Bank of Lithuania and other institutions are needed, as well as Šiaulių bankas shareholders’ decision on a new share issue and other actions related to this. Dovilė Burgienė from Lawin acted as legal adviser to Šiaulių Bankas. Irmantas Norkus from Raidla Lejins & Norcous acted as legal adviser to Finasta Banking.

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Plesner Advise Solina in Acquisition of Paulig Flavours Division Solina Group (“Solina”) has signed a binding agreement to acquire from Paulig its INDUSTRIAL FLAVOURING DIVISION. Paulig Group (“Paulig”) is the selling majority shareholder. The IFD management will join Solina Group. Paulig’s Industrial Flavouring Division is the Nordic Market leader in the field of taste products for meat industry. Outstanding producer and supplier of blends, spices, herbs, marinades and functional ingredients to the Food Industry, Paulig’s Industrial Flavouring Division has developed long term relationships with the Nordic blue chips Meat, Prepared Meals and Snacks producers. During the past years, Paulig’s Industrial Flavouring Division has developed a strong leadership in the area, with an efficient organization based on Sales, R&D and Marketing teams in Finland, Sweden, Norway and the Baltic states. Its production center is based in Estonia offering a fast track delivery service to all customers. Today, the company has around 150 employees with headquarters in Helsinki, Finland and sales/R&D office in Göteborg, Sweden and Oslo, Norway. Eric Terré, CEO, Solina Group, said: “The Industrial Flavouring Division of Paulig perfectly fits our North European organization – The Company is highly recognized for its service level and products quality and we’re looking forward to working with the management team and the organization. The Industrial Flavouring Division will benefit from the existing Solina’s Meat R&D platform as well as the Group’s structure for international development”. Through the acquisition of Paulig’s Industrial Flavouring Division Solina Group is increasing its presence in Nordic countries and in Russia. Solina’s ambition is to complete its fast growing network of local service operations in the region and develop a leading edge integrated service for Key Customers in Europe and Eastern countries. Strengthening its local R&D and strong Master Labs structure in France, Belgium and Denmark, Solina Group ‘creates solutions for tomorrow’s food’. “Solina expands in Western Europe within its three core businesses: Service to Meat Industry, Service to the Culinary and Snack Industries and Service to Professionals. Paulig’s Industrial Flavouring Division represents a perfect strategic match for Solina Group in expansion process. Customers of both Solina and Paulig’s Industrial Flavouring Division will benefit from an extended service platform and more R&D and innovation investments. The group will offer the widest range of products in savoury businesses in Europe”, added Eric Terré. Jaana Tuominen, CEO of Paulig Group added : “As part of the Solina Group’s the Industrial Flavouring Division now has an even greater possibility to proceed with its growth strategy outside the Nordic countries. We believe this is a very good home for the business. For Paulig Group, the transaction means that we will focus on consumer goods and foodservice operations within the coffee, international food concepts, spices and snack food categories. We have also entered the natural health food category with the acquisition of Risenta AB earlier this year and we will continue to develop this business, she concludes”. Closing of the transaction was on the April 7th, 2015. The parties have agreed not to disclose the transaction value.

Maclay Murray & Spens Advises Phoenix Fund Services During Maitland’s Acquisition Global advisory, fund administration and fiduciary services firm Maitland has acquired 100% of Phoenix Fund Services, a UK based company offering bespoke outsourced fund administration services to investment managers in the UK and offshore. The deal boosts Maitland’s assets under administration by £6.2 billion (USD $9.3 billion) to over £140 billion (USD $210 billion) and heralds its entry into the fund administration sector in the UK where it has an established private client and corporate services business. Phoenix Fund Services provides fund set-up, fiduciary oversight and fund administration services to traditional fund managers in its capacity as an Authorised Corporate Director (ACD) and fund administrator. It also acts as an Alternative Investment Fund Manager (AIFM) and fund administrator to Investment Trusts, NURS and alternative fund structures. Maitland, which has existing AIFM capabilities in Luxembourg, will leverage Phoenix Fund Services’ UK presence to grow its share of the traditional long-only and alternative fund administration outsource market in the UK and Europe. Maitland CEO Steve Georgala says: “Acting as a UK ACD, AIFM and fund administrator will be core to Maitland’s offering through this exciting acquisition. Maitland brings its industrial-strength systems to the deal as an integrator of best-of-breed technology. Phoenix brings its highly skilled administration professionals in a market where talent and knowledge are major differentiators.” “In an increasingly complex and regulated industry, fund managers are seeking to outsource the entire administration value chain in order to concentrate on their core business. The era of the one-dimensional fund administrator is over. The leaders will be those who can partner with clients in an advisory capacity as well as provide the right, world-class platform and guidance for product construction and innovation,” says Mr Georgala. Patric Foley-Brickley, MD of Phoenix Fund Services, says: “This deal is extremely positive for our clients and our staff. The ability to leverage Maitland’s balance sheet and institutional processes and systems (including InvestOne, Advent Geneva and Investran) will enable us to offer our high quality fund administration services to a wider variety of clients and fund structures. “The acquisition will give us a strong foundation to continue building our business based on our solid reputation for first class administration and customer service,” says Mr Foley-Brickley. The acquisition, which is subject to approval from the Financial Conduct Authority, takes effect from the date of receipt of such approval. Phoenix Fund Services will retain its offices and staff. The existing Phoenix Fund Services senior management team will remain as directors and will continue to fulfil key management roles within the combined organisation which will adopt the Maitland brand name. The combined entity will offer fund oversight and administration to investment trusts, UCITS, NURS, QIS, Hedge, Private Equity, Real Estate and VCT structures across Europe.

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Allen & Overy Advises on Exim India’s Inaugural U.S. Dollar Green Bond Allen & Overy has advised Bank of America Merrill Lynch and J.P. Morgan as joint bookrunners on Export-Import Bank of India’s inaugural USD500 million Regulation S green bond issue. The transaction marks the first USD-denominated green bond out of India as well as the first benchmark-sized green bond out of Asia in 2015. The proceeds of the bond issue will be used to fund eligible green projects in countries like Bangladesh and Sri Lanka. The issuer is aiming for the bonds to qualify for inclusion in the Bank of America Merrill Lynch Green Bond Index. Green bonds are becoming an important new market as an increasing set of investors seek more socially responsible investment options. The demand for green bonds was initially driven by multilateral development banks. However, public institutions, utilities, corporations and financial institutions are developing an appetite for the product. Amit Singh led the Allen & Overy team from Hong Kong with support from lawyers Paul Porter, Garrick Merlo and Debolina Saha. Commenting, Allen & Overy partner Amit Singh said: “We are pleased to have had the opportunity to advise on Exim India’s first USD green bond issue. This is a significant deal as it reflects a growing demand for this product worldwide. We were especially delighted to work on this landmark transaction as it reflects in small measure our own commitment as a firm to the environment. The documentation requirements for this product are evolving and we expect to be involved in many more green bond issues over the next few years.”

Adcorp acquires Dare Holdings for R280m JSE-listed Adcorp holdings has announced its acquisition of specialist oil and gas workforce recruiter, Dare Holdings, for an estimated A$30m (about R280m), as it seeks to expand into Africa. “The acquisition represents an important and exciting opportunity for the Adcorp Group,” said Adcorp CEO, Richard Pike. “Dare is extremely well positioned in the Australian market, has exposure to a fundamental industry sector of the Australian economy, has a well-established and experienced management team, long standing global customer relationships, a stable track record of financial growth and strong cash generative characteristics,” he said Dare was established in 1988 by the vendor and managing director, Christopher Hicks. The business is a provider of qualified and experienced engineering and technical skills on a contract and permanent basis to local and international clients in the oil and gas sector, based in Perth and focusing primarily on the Western Australia market. The acquisition is to be funded out of increased debt facilities extended by the Group’s Asia Pacific Banking partners, Westpac Banking Corporation, as well as by the Group’s existing and future cash flows generated in Australia. Pike said that, “the acquisition provides a strong platform for expansion of Dare into both Asia and Africa on the back of its established global customer relationships as well as in collaboration with Adcorp’s existing African operations and recently established Asian presence”. According to Pike “Adcorp’s acquisition strategy is to buy successful businesses with entrenched management teams and to perpetuate and build on those successes”. “Dare will be no exception. As such, it is not our intention to make sweeping changes to the business or to tamper with the success formula of the past. “Rather, the emphasis is on offering Dare scale advantage, specialised know-how where appropriate and the opportunity to cross-sell and tap into a larger client base.”

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Israel’s RR Media acquires Eastern Space Systems in Romania RR Media, formerly known as RRsat Global, a leading provider of global digital media services to the broadcast industry, has announced the acquisition of Eastern Space Systems (ESS) in Romania, a privately held provider of content management and distribution services and related consulting services. RR Media was founded in 1981 and is headquartered in Airport City, Israel. The acquisition provides RR Media with added satellite coverage on Intelsat 1°W, offering one of the fastest-growing platforms for digital media delivery, reaching more than 17 million TV households in Central, Eastern and Nordic Europe. In addition, the acquisition further enhances RR Media’s smart global network, providing the company with additional reach into Europe through ESS’ extended European fiber coverage as well as other IP and local fiber optics capabilities. RR Media will take over the day-to-day operations, providing extensive customer service, engineering, technological expertise and sales support to all existing ESS Romania customers including Eurosport, AXN, Paramount, MTV, VH1 and others. All will be offered extension to their current business with full access to RR Media’s global media services platform with the capability to provide a wide range of digital media solutions including expanded content distribution capabilities, content management and preparations services, online video services and sports and live event solutions. The newly acquired business is profitable and is expected to provide further synergies for RR Media with additional customer and revenue opportunities anticipated from this acquisition. With additional interconnectivity within Europe, RR Media will significantly expand its global content management and distribution capabilities. Cristinel Popa, CEO and owner of ESS, said: “We have worked extremely hard to create value for our customers in central Europe. I am very happy with the partnership created through this acquisition and strongly believe that it will greatly enhance the value for our customers giving them access to a larger range of global services.” As a result of this acquisition, RR Media expects to generate approximately $7 million of incremental revenue from the central Europe region during 2016. ESS is expected to be accretive to RR Media’s earnings within six months.

Choate Represents Windjammer Capital in Sale of Protective Industries to Berwind RR Media, formerly known as RRsat Global, a leading provider of global digital media services to the broadcast industry, has announced the acquisition of Eastern Space Systems (ESS) in Romania, a privately held provider of content management and distribution services and related consulting services. RR Media was founded in 1981 and is headquartered in Airport City, Israel. The acquisition provides RR Media with added satellite coverage on Intelsat 1°W, offering one of the fastest-growing platforms for digital media delivery, reaching more than 17 million TV households in Central, Eastern and Nordic Europe. In addition, the acquisition further enhances RR Media’s smart global network, providing the company with additional reach into Europe through ESS’ extended European fiber coverage as well as other IP and local fiber optics capabilities. The newly acquired business is profitable and is expected to provide further synergies for RR Media with additional customer and revenue opportunities anticipated from this acquisition. With additional interconnectivity within Europe, RR Media will significantly expand its global content management and distribution capabilities. Cristinel Popa, CEO and owner of ESS, said: “We have worked extremely hard to create value for our customers in central Europe. I am very happy with the partnership created through this acquisition and strongly believe that it will greatly enhance the value for our customers giving them access to a larger range of global services.” As a result of this acquisition, RR Media expects to generate approximately $7 million of incremental revenue from the central Europe region during 2016. ESS is expected to be accretive to RR Media’s earnings within six months.

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Ferro Enters into Agreement to Acquire Global Inorganic Pigments Manufacturer Nubiola Ferro Corporation have announced that it has signed a definitive agreement with the shareholders of Barcelona-based Nubiola Pigmentos (“Nubiola”) to acquire 100% of the equity of Nubiola, on a cash-free and debt-free basis, for €146 million. Based on 2014 EBITDA, excluding expected transaction synergies, the acquisition purchase price represents a transaction multiple of approximately 7X. The transaction will be funded with excess cash and a draw on the Company’s existing revolving credit facility. The transaction is expected to close within the next 60 days, subject to customary closing conditions. Nubiola is a worldwide producer of specialty inorganic pigments and the world’s largest producer of Ultramarine Blue, a high-value pigment for plastics and construction industries due to its durability, unique color attributes and its whitening capability. Other products include specialty Iron Oxides, Chrome Oxide Greens and Corrosion Inhibitors. Nubiola generated 2014 annual sales of $119 million, based on the current euro exchange rate, and achieved compound annual growth of 4.1% over the last three years. The 101-year-old family-owned company employs approximately 750 people, including temporary employees, and has production facilities in Spain, Colombia, Romania, and India and a joint venture in China. Nubiola sells into more than 85 countries. The majority of Nubiola’s customers serve the plastics and construction industries. Commenting on the proposed transaction, Peter Thomas, Chairman, President and CEO of Ferro Corporation, said, “Nubiola is an excellent strategic fit with Ferro, as we strengthen our position as a global color solutions provider. The acquisition will significantly expand our product portfolio and geographic footprint and more than triple the size of our addressable market in inorganic pigments to greater than $1 billion. Nubiola will bring technology leadership on a global scale in Ultramarine Blue, along with a range of other high-value pigment and corrosion inhibitor product lines.” Ferro is embarking on the growth phase of its value creation strategy, and is seeking to expand sales in emerging markets, accelerate product development efforts, and acquire businesses that build upon its leading market positions in glass-based coatings and colour solutions.

HRG Group, Inc. Announces Armored AutoGroup Acquisition By Spectrum Brands HRG Group, Inc. (“HRG”) (NYSE: HRG), a diversified holding company focused on owning and acquiring businesses that it believes can, in the long term, generate sustainable free cash flow or attractive returns on investment, announced that its majority owned subsidiary, Spectrum Brands (“Spectrum”), has agreed to acquire Armored AutoGroup Parent Inc. (“Armored AutoGroup”), the leader in the US automotive aftermarket appearance category. Spectrum expects to finance the $1.4 billion cash purchase price of the acquisition and the related fees and expenses through a combination of new debt and approximately $500 million of Spectrum common stock. HRG’s board has approved HRG’s participation in the Spectrum common stock issuance. The relevant transactions are expected to occur before the close of the quarter endingJune 30, 2015. “We are excited about this acquisition and the opportunities it presents for Spectrum. The Spectrum team has a superior track record of successfully integrating acquisitions, realizing meaningful synergies from newly-acquired assets and building sustainable free cash flow,” said Omar Asali, President and Chief Executive Officer of HRG. “The acquisition of Armored AutoGroup is expected to substantially increase Spectrum’s top and bottom lines, while also significantly diversifying its revenue and product portfolio.”

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Microsemi Successfully Completes Acquisition of Vitesse Microsemi Corporation, a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, and Vitesse Semiconductor Corporation jointly announced today that Microsemi’s wholly-owned subsidiary LLIU100 Acquisition Corp. successfully merged into Vitesse, completing Microsemi’s acquisition of Vitesse under Section 251 of the General Corporation Law of the State of Delaware , with no vote of Vitesse’s stockholders required to consummate the merger. At the effective time of the merger, each outstanding share of Vitesse (other than shares directly owned by Vitesse and its subsidiaries, Microsemi or LLIU100 Acquisition Corp. and shares held by stockholders that are entitled to and properly demand appraisal of such shares under Delaware law) was converted into the right to receive $5.28 per share in cash, without interest and less any applicable withholding taxes, the same price that was paid in the tender offer. Following the merger, Vitesse shares will cease to be traded on Nasdaq. Headquartered in Camarillo, California, Vitesse designs a diverse portfolio of high-performance semiconductors, application software, and integrated turnkey systems solutions for carrier, enterprise and Internet of Things (IoT) networks worldwide. Vitesse’s products enable the fastest-growing network infrastructure markets including mobile access/IP edge, enterprise cloud access, and industrial IoT networking. Microsemi continues to expect the acquisition of Vitesse will be accretive in its first full quarter, ended Sept. 27, 2015. Further, Microsemi sees approximately $20 million of cost savings-related synergies on an annual basis, driving $0.16-$0.20 of EPS accretion in its first full fiscal year ending Sept. 30, 2016.

BiP Solutions Acquires Pro Mark Media BiP Solutions (BiP), the leading provider of business intelligence solutions for the public/private sector marketplace, has acquired Pro-Mark Media (PMM) - one of the UK’s leading construction media companies with an established portfolio of digital magazines and online channels. BiP has more than 30 years’ experience of helping businesses identify and win contracts within both the public and private sectors; many of which are construction orientated. While formed in 2013, PMM has more than 19 years experience of publishing magazines and providing online services that promote opportunities within the supply chains for construction projects. Both businesses have successfully moved their offerings to a digital platform, and are expert in bringing buyers and suppliers together through the provision of high-value content. Ron Burges, Founder and Executive Chairman of BiP Solutions said: “The acquisition of Pro-Mark Media is an exciting venture for BiP Solutions and comes at exactly the right time for both companies. The construction sector in the UK is set for considerable growth, and our combined expertise, market reach and intelligence will allow us to develop and create products that are rich in value and insight.” Adrian Dunleavy, Chairman of Pro-Mark Media said: “Pro-Mark Media has combined a strong heritage with products right for today’s vibrant construction market and we now are delighted to be joining the BiP family. This transaction marks the next stage in the development of our business, it offers the potential for our clients to access a wider product portfolio and for our company to work within a dynamic and progressive organisation. Pro-Mark Media want to remain at the pinnacle of modern b2b media and by working with BiP going forward we are confident of achieving that.” PMM, which employs 30 staff, will continue to be based in Chorley. BiP, which employs 160 staff in Glasgow, will share management and other resources with PMM. BiP’s brands include its flagship Tracker business intelligence service, the Delta e-sourcing solution for public sector buyers and an events portfolio covering the defence, health and wider public sector. PMM’s brands under the UK Construction Media banner include UK Construction Online, UK Construction Journal and Building Scotland.

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Woodruff Sweitzer Acquires Minnesota-Based Confluence Marketing Woodruff Sweitzer, headquartered here, will acquire Confluence Marketing, an independent marketing and public relations firm in Red Wing, Minn. “Eleven years ago, we set up shop in beautiful Red Wing on the edge of the Twin Cities metro area with the belief that a person’s environment and quality of life could inspire better thinking – better ideas. We see our company’s success today as proof that this philosophy was correct,” said Tim McKim, Confluence president and owner. “This expansion supports the recent record growth seen by both companies,” said Woodruff Sweitzer president and CEO Terry Woodruff. “With record growth comes unique challenges and opportunities, and we’re excited to blend our companies to better serve the long-term goals of our clients and build growth opportunities for our employees.” Confluence Marketing’s growth in digital work for existing clients and new client work created a need for a deeper bench strength of strategists, developers, project management and content marketing — all of which Woodruff Sweitzer has in place. Additionally, Confluence has grown its public relations capability (particularly media relations). It has further strength in market research, digital, design and illustration, as well as journalistic and specialty writing for online and offline formats, all of which represent a growing need for Woodruff Sweitzer clients. Over the years, Woodruff Sweitzer has answered demands from current and new clients, and the agency has grown from its original location based in Columbia, Mo. With the addition of this new office near Minneapolis/St. Paul, Woodruff Sweitzer now has offices in five cities across North America. In 2003, the agency opened a Calgary, Alberta office, and in 2005 a Kansas City location was established. It also owns an agency under a different name, Paradowski, in St. Louis, which was acquired in 2012. Woodruff Sweitzer has been in business for 23 years. No matter where our 140 employees are located, teams work together to meet collective goals and achieve results. As such, all offices have been recognized for business success, including Paradowski that was named to Inc. Magazine’s list of America’s fastest growing companies and Woodruff Sweitzer being recognized as a 2014 Fast Track award winner as one of Missouri’s fastest growing businesses by the Missouri Chamber of Commerce.

Sierra Nevada Corporation Acquires Kutta Technologies, Inc. to Expand its Unmanned Technologies Sierra Nevada Corporation (SNC) announces the successful acquisition of its newest wholly-owned subsidiary, Kutta Technologies, Inc. (Kutta) located in Phoenix, Arizona. Kutta is a leader in Unmanned Technologies with specialized capabilities in command/control (C2), manned-unmanned teaming, visualization and airspace management/deconfliction. The company will continue its operations in Phoenix, while supporting SNC’s Integrated Missions Systems (IMS) business area in both its Hagerstown, Maryland and Huntsville, Alabama locations. “We’re excited to have Kutta, with its excellent management team join the SNC family,” said SNC President Eren Ozmen. “With 15 years of experience in unmanned systems, Kutta brings a wealth of exciting technologies and capabilities to greatly expand our technical offerings. The acquisition will also allow Kutta’s products to be exposed to a much larger audience through SNC.” SNC’s IMS business area currently provides world-class aviation integration, intelligence, surveillance and reconnaissance, and unmanned integration. This acquisition builds upon a long-standing, successful working relationship between the two companies. It will expand SNC’s capabilities and products, providing customers with a comprehensive set of unmanned system control technology, magnetic wave radios, manned-unmanned teaming technologies and national air space deconfliction technology. “Kutta possesses a robust intellectual property portfolio which positions it at the forefront of the Unmanned Aerial Systems (UAS) C2 communications and visualization technologies marketplace,” said Tim Owings, corporate vice president of SNC’s IMS business area. “SNC’s relationship with Kutta has proven to be very collaborative. We look forward to a prosperous future together.” “We are very excited to be a part of the SNC IMS group,” said Doug Limbaugh, former CEO of Kutta Technologies. “Prior to this acquisition, we worked with SNC very successfully on multiple projects and found their leadership and engineering teams to be first class. Now as part of a wholly-owned subsidiary of SNC, we know that together we can grow our UAS and communications products to a whole new level.” Kutta UAS products and solutions solve UAS C2 problems with licensable software components and hardware products. The company’s products are designed to meet The North Atlantic Treaty Organization’s (NATO) Standardization Agreement 4586 standards and the Federal Aviation Administration (FAA) DO-178C guidelines. Kutta is also a leader in rugged and survivable communications systems crucial to first responders and the mining industry, holding a Part 23 Mine Safety and Health Administration certification for its Digital Radio for Underground Miners (DRUM) radio system. 70 Acquisition International - May 2015


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Heilind Acquires German Distributor MPS Group Heilind Electronics, one of the world’s largest distributors of interconnect products, has acquired MPS Group, a leading distributor of electronic components and manufacturer of cable assemblies for the European Mil-Aero Marketplace. “We are very pleased to be expanding Heilind’s operations into Germany, Europe’s largest economy, and welcome the dedicated employees of MPS group into the Heilind family,” said Martin Kent, President, European and Asia Pacific Operations for Heilind. “MPS group brings over 35 years of distribution experience to Heilind and more than 25 years of expertise in wiring and cabling systems assembly.” The privately held MPS Group comprises three companies: MPS-T (Terminal) serving the industrial marketplace, MPS-E (Electronic) serving the Mil-Aero marketplace, and MPS-K (cable) a contract cable assembler also serving the Mil-Aero marketplace. It is headquartered in Feldkirchen-Westerham, Germany, just outside of Munich. “We are excited to be joining forces with Heilind Electronics, one of the most respected organizations in the industry,” said Lorenz Huber, Managing Director of MPS-T. “Heilind’s position as a worldwide leader in components distribution and its top notch inventory and supply chain solutions will help us grow our business with existing customers and make us more competitive in acquiring new ones,” added Marcus Seitz, Managing Director of MPS-E and MPS-K.

IK Investment Partners to Sell Sportgroup to Equistone Partners IK Investment Partners has announced that the IK 2000 Fund has reached an agreement to sell Sportfield Deutschland Holding GmbH (“SportGroup” or “the Group”), the worldwide leading specialists for sports and recreational surfaces systems, to Equistone Partners Europe Limited (“Equistone”). The parties have agreed not to disclose the financial terms of the transaction. With over 40 years’ experience, SportGroup is a worldwide quality and innovation leader for synthetic sport and recreational surface systems with turnover of approx. MEUR 300 in 2014. SportGroup develops, produces and installs artificial turf fields and tracks (both running tracks and multi-purpose surfaces). The Group operates an integrated business model with all system critical components being manufactured in-house. SportGroup has production facilities in Europe, North America and Asia-Pacific with approx. 1,000 employees worldwide. During IK’s ownership, the Group has successfully completed add-on acquisitions in Sweden, France, USA and Australasia to expand its operations and further shape its global footprint. Today, SportGroup has a strong sales network consisting both of own sales teams and dedicated partners, in over 70 countries, and a strong global customer base, with over 7,000 artificial turf pitches and over 16,000 tracks installed worldwide. SportGroup regularly sets new standards and the Company’s reference projects include the Olympics Games (Beijing, London, Rio de Janeiro) among other leading sport events. SportGroup thereby addresses the long-term market trends of increasing penetration rates of artificial turf and recreational surfaces worldwide. “Since being acquired by IK the size of the Company has doubled and the global footprint has significantly improved. The challenging market situation that we faced in 2012 triggered a transformation of SportGroup, and alongside IK, we actively invested in product innovations and brand strategy, as well as in sales and organisational excellence in order to best serve the global market trends. Today, we are the optimal positioned player in the sports surfaces industry, and we are pleased to be entering into a partnership with Equistone to support the Group’s future strategic development and growth,” said Frank Dittrich, CEO of SportGroup. “SportGroup has transformed from being a European actor into a worldwide leading specialist with a unique globalfootprint. Moreover, the Group has a well-balanced product range, a firm focus on innovations, and a strong product development pipeline; all which will enable further growth, and form a strong basis for the future development of the Group. We would like to thank the management team for their contribution, and wish SportGroup and its employees the very best for the future,” said Detlef Dinsel, Managing Partner at IK and advisor to the IK 2000 Fund. Completion of the transaction is subject to legal and regulatory approvals.

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Polaris Acquires Timbersled Polaris Industries Inc. have announced the acquisition of Timbersled Products, Inc. a privately held Sandpoint, Idaho-based company that is an innovator and market leader in the burgeoning snow bike industry. The terms of the transaction were not disclosed. “We are excited to add the Timbersled brand and team to Polaris’ strong snowmobile business. Timbersled has created a compelling product and revolutionized the sport of snow biking, and we are excited to see what they can accomplish with access to Polaris’ considerable engineering, manufacturing and distribution capabilities,” said Scott Wine, Polaris Chairman & CEO. “Their Mountain Horse is the unequivocal choice of snow bike enthusiasts, emphasizing Timbersled’s relentless commitment to innovation, performance and quality. Our common culture and shared passion for the Powersports industry and consumer will create an exciting platform for continued innovation and accelerated growth.” Timbersled will continue to operate as a distinct brand and the operations will remain near Sandpoint, Idaho. “Timbersled is excited to be a part of the Polaris family. Our shared commitment to delivering exceptional performance to riders and history of innovation make this a great fit,” said Allen Mangum, President, Timbersled. “Timbersled’s success is built on a passion for delivering exciting products. We look forward to working with Polaris to take our product, customer relationships and the sport to the next level.”

Berkshire Hills Completes Hampden Bancorp Acquisition Berkshire Hills Bancorp, Inc. has completed the acquisition of Hampden Bancorp, Inc., and the merger of Hampden Bank into Berkshire Bank. “We are pleased to welcome the customers, employees, and shareholders of Hampden to America’s Most Exciting Bank,” stated Berkshire President and CEO, Michael P. Daly. “This combination creates a strong platform for serving the Springfield area and we are excited about the opportunities for our expanded presence in this market. We have been working closely with the Hampden team to prepare for this merger and look forward to completing the systems conversion in June.” Shareholders of Hampden Bancorp as of the close of business on April 17, 2015 will receive 0.81 shares of Berkshire common stock for each share of Hampden stock. Based on Berkshire’s $27.38 closing stock price as of April 17, 2015, the value of the merger to Hampden shareholders is $22.18 per Hampden share. Berkshire pays a quarterly shareholder dividend, which was increased to$0.19 per share in the first quarter of 2015. Berkshire now has over $7 billion in assets and 98 branches serving New England and Central New York, including 18 offices in theSpringfield area. As a result of the merger, Berkshire’s outstanding common stock has increased to approximately 29.5 million shares, resulting in a market capitalization exceeding $800 million. Both the Berkshire Bank Foundation and The Hampden Bank Foundation will continue to provide charitable contributions to communities served by Berkshire.

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Liberty Global’s Subsidiary Telenet to Acquire BASE Liberty Global plc announced that its subsidiary Telenet Group Holding NV has entered into a definitive agreement to acquire BASE Company NV, the third-largest mobile network operator in Belgium in an all cash transaction valuing BASE Company at €1.325 billion. This represents a purchase price multiple of 4.2x BASE Company’s estimated 2015 OCF1, as adjusted for approximately €145 million of projected annual run-rate opex synergies2. When the enterprise value is increased to include approximately €240 million of projected one-off investments and integration costs, the synergy adjusted multiple increases to 5.0x3. This acquisition will enable Telenet to compete more effectively in a mobile market with significant growth opportunities, while offering a full range of fixed and mobile services to the benefit of consumers and businesses in Belgium. Mike Fries, CEO of Liberty Global, stated, “We fully support Telenet’s acquisition of Base, which represents a cost-effective and unique opportunity to expand Telenet’s mobile and fixed business in Belgium. Not surprisingly, the synergies are substantial and the price at 4.2x OCF is highly accretive to shareholders. Given Telenet’s scale in Belgium it can absorb the smaller Base business quickly and efficiently. Elsewhere in Europe we will continue to focus primarily on our existing MVNO arrangements and rapidly developing WiFi networks to provide seamless mobile voice and data services to our customers.” Telenet has been an active player in Belgium’s mobile market through an MVNO since 2006, and has grown its mobile subscriber base to 895,000 at year-end 2014 on the back of its success with its revolutionary King and Kong offerings. The acquisition of BASE Company, with nearly 3.3 million mobile subscribers4 and adjusted revenue of €690 million5 for 2014, fits very well in Liberty Global’s mobile strategy in Belgium, because this would allow Telenet to continue to provide ubiquitous connectivity for its and BASE Company’s customers. This transaction represents a unique opportunity to secure ownership of mobile capacity at an attractive price together with an efficient financing structure. As noted above, Telenet expects to make expenditures totaling approximately €240 million to upgrade the capacity and quality of BASE Company’s mobile network and support systems and to integrate BASE Company with Telenet’s operations, most of which will occur over the next few years.

Acton Mobile Acquires Mobile Mini’s Mobile Office Fleet Acton Mobile have announced that it has entered into an agreement to acquire the mobile office fleet of Mobile Mini. The acquisition further enhances Acton Mobile’s geographic capabilities and its strategy to more effectively help customers in a wide range of industries with their temporary office requirements. The two companies expect the acquisition to close mid-May. “This acquisition makes Acton Mobile the 4th largest mobile office leasing company in the U.S.,” said Ingrid West, Acton Mobile’s president. “With approximately 9,400 mobile office units joining our fleet, we’ll have additional inventory to better serve growing markets. This acquisition will also position us for expansion into new geographic areas to support additional customer segments.” Acton Mobile currently has customers in 33 states and this acquisition accelerates its initiative to expand into new, attractive geographies and broaden its inventory of mobile office options. In recent years, more and more diverse organizations have been turning to mobile offices to meet their temporary infrastructure needs. This acquisition furthers Acton Mobile’s initiatives aimed at capturing this growing opportunity. “Over the next several months Acton Mobile will complete integration efforts of the acquired units into its fleet operations,” said Rodney Shrader, Chief Operating Office at Acton Mobile. “Many of the units are currently on lease to customers. Acton Mobile and Mobile Mini are committed to ensuring a seamless transition for these customers.”

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Silver Bay Realty Trust Buys 2,373 Properties in USD 252.2m Deal US-based residential and commercial title and escrow services OS National, LLC served as the lead title agent for Silver Bay Realty Trust Corp’s recent acquisition of a portfolio of 2300 properties located in Georgia, Florida, Tennessee, North Carolina and South Carolina from The American Home, the company said on Thursday. OS National said it coordinated all the title work on the properties in the acquisition. The firm has served as the lead title agent on over USD 10bn of title insurance liability underwritten since 2013. OS National coordinated all title work on the transaction, including the coordination of title searches, title curative, coordination of conveyance deeds and mortgages, escrow, recordation of deeds, and issuance of title insurance policies. OS National works with national lenders and banking institutions, REITS, mortgage servicers and investors to protect their interests in real estate transactions, specifically in the areas of property title and title insurance.

Xplore Agrees to Purchase Motion Computing Xplore Technologies Corp.a manufacturer of award-winning rugged tablet PCs, have announced that it has agreed to acquire substantially all of the assets of Motion Computing, Inc. and its subsidiaries. Motion, another Austin, TX-based leader in the rugged tablet space, is currently the #2 provider worldwide of rugged tablet PCs, according to VDC. “The acquisition of Motion is consistent with our goal to establish the best and broadest line of rugged tablets for the enterprise market,” said Philip Sassower, chairman and CEO of Xplore. “Motion represents a unique opportunity for Xplore to acquire an Austin-based company with deep industry domain expertise and that possesses products and channels complementary to our own. Together we will address a broader range of customer needs and provide a ”˜one-stop shop’ for rugged tablets.” “Nearly fifty percent of Motion revenue comes from outside the United States,” said Mark Holleran, president and COO of Xplore. “Leveraging the mature distribution channels that Motion has developed over the last 10 years, Xplore will significantly expand its international reach. We are particularly excited to include in our offering Motion’s R12, which was recently named by PC Magazine as Editor’s Choice for Rugged Windows Tablet PC. Its 12.5” LCD form factor has been very successful in law enforcement and manufacturing markets and is just one example of the expanding market in which Xplore will now participate.” “Motion is excited about what this combination brings to its customers and business partners,” said Peter Poulin, CEO of Motion. “The capital backing of Xplore supports a robust product pipeline and customer service capabilities that are critical to enterprises with whom Motion has had long standing relationships.” “Xplore has a proven track record in focusing its resources to generate sustainable growth,” said Mike Rapisand, CFO of Xplore. “After a successful recapitalization and offering in 2012, we invested cash to significantly expand our addressable market, revenue and EBITDA. Our executive management team has over 200 years’ combined experience in managing companies like Xplore and Motion, and we are confident that the two business will be successfully integrated to deliver growth and value to all of our stakeholders.” The transaction will be effected through an asset purchase and sale agreement by and among Xplore, Motion and Square 1 Bank. Xplore will acquire Motion for approximately $9 million, plus the assumption of approximately $7 million in net liabilities. The closing of the transaction is expected to occur on or about April 17, 2015 and is subject to numerous conditions, including the receipt of financing and third party approvals and the satisfaction of customary closing conditions. Xplore intends to consummate the transaction using proceeds from a new $15 million credit facility with Square 1 Bank and to support integration and growth of the two businesses with its cash on hand. In its most recent fiscal year ended December 31, 2014, Motion’s unaudited revenue was approximately $83 million, its unaudited gross margin percentage was approximately 25% and its unaudited net loss was approximately $7 million. Xplore intends to file a current report on Form 8-K on or about June 30, 2015 that will include Motion financial statements, as well as historical pro forma financial information for the combined businesses.

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K&E & Skadden Among Five Firms on 58.com’s Stake Acquisition in Ganji 58.com Inc. have announced that it has acquired a strategic stake in Falcon View Technology Limited, the holding company of the PRC entities operating Ganji.com, a major online local services marketplace platform in China. Concurrently, 58.com also announced an approximately US$400 millionadditional investment by Tencent Holdings Limited, a leading provider of internet services in China. Under the terms of the definitive agreement with shareholders of Ganji (“the 58.com-Ganji Strategic Transaction”), and as part of an intended long-term, strategic combination transaction, 58.com has agreed to acquire an approximately 43.2% fully diluted equity stake in Ganji for a combination of share consideration and cash, including approximately 34 million newly issued ordinary shares of the Company (one American Depositary Share, or “ADS”, represents two class A ordinary shares) and US$412.2 million in cash. The two companies, which will continue to operate their respective brands, websites and teams, intend to maximize business synergies created by this new strategic relationship, and capitalize on opportunities to cooperate and further expand their businesses. Concurrent with the 58.com-Ganji Strategic Transaction and incremental to its existing share ownership in 58.com, Tencent has signed a definitive share purchase agreement with 58.com to purchase an additional approximately US$400 million of newly issued ordinary shares from 58.com at a purchase price equivalent to US$52 per ADS (the “Tencent Investment”). Following the completion of this additional investment by Tencent, Tencent will hold in aggregate approximately 25.1% of the total issued and outstanding shares of 58.com on a fully-diluted basis. Both the 58.com-Ganji Strategic Transaction and the Tencent Investment are expected to close within a few days, subject to customary closing conditions. Mr. Michael Jinbo Yao, Chairman and CEO of 58.com, commented, “We are pleased to make this largescale strategic investment in Ganji.com to jointly realize major cost, revenue, and strategic business synergies. This transaction is part of our larger plan to execute our vision of integrating our respective businesses and creating a larger and more effective local services internet platform to help consumers around China find the services that they need in their local area. Ganji.com has done a tremendous job building a talented team, and we look forward to working more closely with them as we continue to expand in this growing and underserved market.”

Klass Capital Acquires Resolver Inc. Klass Capital announced today the acquisition ofResolver Inc., a global leader in risk-based corporate performance, compliance, and assurance software. The transaction includes Resolver’s GRC product line, their company operations, and an established customer base of more the 400 companies around the world. Over the past five years, Klass Capital has aggressively expanded their software portfolio, most recently with the acquisition of PPM, a leading provider of incident management software. Over time, the companies will be merged under a common vision, bringing together the leadership and operations of both organizations. Will Anderson, CEO, stated, “The combination of Resolver and PPM will give us a truly unique, enterprise risk management solution that merges governance, risk, and compliance with end-to-end incident management.” Added Daniel Klass, Klass Capital’s Managing Partner, “Resolver is an essential component of Klass and PPM’s vision to build a scalable SaaS platform for the risk and compliance market. We are excited to partner with the Resolver team, which brings to the table deep industry expertise and experience.” Resolver’s top two executives will remain with the company. James Patterson will continue as President of Resolver, and Steve Taylor will step into the VP of Business Development role across both PPM and Resolver. Said Taylor, “Client demand has shown us the importance of integrating deep incident management capabilities with our existing risk management, compliance and audit solutions. With Resolver and PPM working together, we’ll continue to offer our clients industry leading GRC solutions with unmatched breadth and depth.” Resolver will continue to operate as Resolver Inc., and their head office will remain in Toronto, ON.

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Better Capital’s Acquisition of CAV Aerospace Better Capital’s Fund II has committed £40m to CAV Aerospace. CAV is a specialist aerospace manufacturing business, which supplies complex metallic components and sub-assemblies to several major original equipment manufacturers including Airbus, Embraer and Gulfstream. The company operates from seven sites – four in the UK, two in Poland and one in Mexico. The audited revenue for the year to 31 December 2013 was £74m, with the business operating close to breakeven.

Carlyle International Energy Partners Acquires Romanian business of Sterling Resources The Carlyle Group (NASDAQ: CG), has agreed to acquire the entire Romanian business of Sterling Resources Ltd. The acquisition includes license blocks 13 Pelican, 15 Midia, 25 Luceafarul and 27 Muridava, and will be structured as a corporate acquisition of Sterling’s wholly-owned subsidiary Midia Resources SRL. These assets, located in the Romanian Black Sea, contain a number of significant gas discoveries and have net 2C Resources of 51mmboe and net Prospective Resources of 375mmboe. Marcel Van Poecke, Head of Carlyle’s international energy team, said: “We are investing in the future of energy for South East Europe. Our team’s expertise and resources can help deliver the production capacity and infrastructure needed to ensure the company becomes a significant regional gas producer.” In addition to the initial consideration paid for the acquisition of Midia, Carlyle International Energy Partners (CIEP) will also fund the future development of the assets, which is expected to constitute a sizable inward investment into Romania. The development project will focus on drilling, infrastructure construction, production and sale of gas to market. The current Midia team will remain in place, with additional resources added to deliver this important project, with the aim of the company becoming a significant regional energy player in the near term. Capital for this investment will come from CIEP, a $2.5 billion fund that invests in global oil and gas exploration and production, mid- & downstream, oil field services and refining and marketing in Europe, Africa, Latin America and Asia. This acquisition will be the fourth investment by the fund. The transaction is expected to close by the end of the second quarter of 2015 subject to typical conditions, including statutory Romanian approvals and the consent of certain participants in the Romanian concessions.

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BTS Group acquire AVO Vision BTS GROUP AB, announced that it has completed the acquisition of AVO Vision, a leading South African-based company focused on corporate learning and development as well as community–worksite education. AVO Vision operates in the communication, learning and development and connecting space. The company empowers clients by giving them the tools necessary to become powerful leaders and communicators, accelerating individuals’ growth. AVO Vision’s core offering includes programs designed to support and further build people’s leadership, management, self-mastery and sales execution skills. The company’s client-base primarily includes employees in corporate blue chip companies as well as senior leaders in government looking to improve their knowledge in these core areas. “We are very excited about the acquisition of AVO Vision. The company has a track record of strong performance, high quality and deep presence across large parts of Africa. This fast-growing continent with its huge market for talent development presents a strategic opportunity for our new combined BTS & AVO Vision organization,” says Henrik Ekelund, President and CEO, BTS Group AB. “Building and delivering learning and development solutions that empower people with the skills and insight to make better choices and live bigger lives, and being brave enough to take on challenges at a scale that makes a significant impact in South Africa and beyond is our mission” says Jules Newton, CEO and Founder, AVO Vision. “Becoming part of a global, highly successful company like BTS is a fantastic opportunity for me and my staff to take our vision to the next level”. Information about the acquisition: BTS Group is taking ownership of AVO Vision through a non-cash transaction by assuming responsibilities for all matters of the Avocado Business such as employment contracts, customer contracts, office lease and liabilities. AVO Vision will be consolidated as of January 1, 2015. AVO Vision will remain a separate entity and become a subsidiary of BTS South Africa. The reason why AVO Vision will be kept as a subsidiary is based on their strong brand in the region and leading Black Economic Empowerment Rating. AVO Vision is anticipated to be profitable and produce revenues of approximately 12 MSEK during 2015.

Nordic Capital Acquires RESMAN A shareholder group, including Statoil Technology Invest and Verdane Capital V “Verdane Capital”, has reached an agreement to divest RESMAN to Nordic Capital Fund VIII “Nordic Capital”. Since its inception in 2005, RESMAN has rapidly evolved its innovative tracer and data analysis technology to provide a long term, reliable, risk-free and cost efficient alternative for reservoir monitoring. The company was formed in 2005 by SINTEF Venture and Statoil Technology Invest based on technology developed by SINTEF and IFE. Since its inception, the company has installed thousands of its proprietary Intelligent Tracer™ systems in hundreds of wells for more than 40 Oil & Gas operators worldwide. RESMAN is committed to helping its customers gain valuable data about their reservoirs, ultimately improving the effectiveness of their reservoir management decisions. RESMAN’s technology provides a low cost and low risk solution to gain long-term insight into what is flowing where, how much, in what well and in which zone of the well, which is highly valuable input for oil companies in their quest to increase oil recovery. The company is headquartered in Trondheim, Norway, with further global offices in Brazil, USA, UK, UAE and Malaysia. RESMAN has approximately 65 employees and had revenues of NOK 210 million (EUR 25 million) in 2014. “We have been very pleased with the shareholder support from Statoil Technology Invest and Verdane Capital in the past years. At the same time, we are very pleased that Nordic Capital has now chosen to invest in RESMAN. Their extensive experience of successfully developing businesses in cooperation with management and the employees suits us very well, and gives us the opportunity to continue our positive development. Together we will continue to lead this game changing evolution in reservoir monitoring”, says Torger Skillingstad, CEO, RESMAN. “Nordic Capital has followed RESMAN closely for some time and is impressed by the quality of the technology, its value added benefits as well as the customers’ quick adoption of the technology. Nordic Capital looks forward to supporting the management team in further accelerating its sales effort as well as investing in further development of its products in order to improve well reservoir management”,says Kim Gulstad, Partner, NC Advisory AS, advisor to the Nordic Capital Funds.

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Kofax Acquires Aia for $19.5 million Kofax (KFX) announced the acquisition of Aia Holding BV, a customer communications managementcompany based in The Netherlands, for $19.5 million. According to Kofax, Aia’s customer communications management software helps organizations manage interactive and ad hoc customer correspondence both electronically and on paper, enabling them to address evolving needs faster and increase the effectiveness of their customer communications. Kofax said that Aia’s customer communications management software will be integrated into Kofax’s TotalAgility offering, and will continue to be offered on a stand-alone basis as well. “The addition of CCM to TotalAgility’s capture, process management, information integration, analytics, e-signature and mobile capabilities will significantly strengthen the value of Kofax’s smart process applications and their competitive differentiation and advantage,” Kofax said in a release. Under the terms of the agreement, Kofax acquired all of Aia’s stock for $19.5 million in cash. Of the $19.5 million, $16.6 million was paid on the transaction’s closing date of Feb. 27, 2015. Additionally, $1.4 million will be paid one year from closing and $1.5 million will be paid 18 months from closing, with said amounts subject to certain indemnification terms and conditions, the companies said. Prior to Kofax’s acquisition, Aia was a privately held company headquartered in Nijmegen, The Netherlands with approximately 70 employees. According to Kofax, Aia’s unaudited financial statements for the fiscal year ended Oct. 31, 2014 reported revenues of $8.9 million, 26% of which arose from software licenses, 29% from maintenance services, and 45% from professional services. “The acquisition of Aia is a natural step forward in realizing our strategic vision for smart process applications,” Kofax’s chief executive officer, Reynolds Bish, said. “The need for a comprehensive, end-to-end customer engagement platform that handles content from any channel or device anywhere is becoming ubiquitous and urgent,” Bish continued. “Adding CCM to the award-winning Kofax TotalAgility platform will let organizations offer an even more compelling experience to their customers in the business critical First Mile. We’re very excited to welcome Aia to the Kofax family.”

Proofpoint to Acquire VC-backed Emerging Threats Proofpoint will integrate Emerging Threats’ advanced threat intelligence with its existing Targeted Attack Protection and Threat Response security solutions to deliver another significant step forward in advancing the state of the art for advanced threat detection and response, across the complete attack chain. Emerging Threats uses an automated collection and analysis system, along with a team of expert threat researchers, to produce actionable threat intelligence for detecting, blocking and remediating advanced cyberattacks. The combined technology will provide customers with deeper insight into cyberthreats, enabling them to react faster to inbound cyberattacks, and to identify, block, and disable previously undetected malware already embedded in their organizations. “Better cyberattack intelligence enables better cybersecurity,” said Gary Steele, CEO at Proofpoint. “Proofpoint’s market-leading advanced threat detection and response products for email and social media security and compliance will be further enhanced by pairing them with Emerging Threats’ deep research and intelligence capabilities. We believe that the combination of Proofpoint and Emerging Threats provides the most timely, actionable end-to-end attack intelligence and protection available in the industry.” Emerging Threats’ systems gather millions of malware samples and other global threat indicators per day to develop intelligence about advanced cybercriminal malware distribution and command and control (C&C) infrastructure. This system collects, validates, filters and prioritizes malware samples into actionable intelligence; intelligence which provides immediate benefits to a customer’s security infrastructure. The combination of Emerging Threats’ threat intelligence with Proofpoint’s existing big data platform and threat analytics systems will provide compounded benefits in both detection and response capabilities. The integrated offerings extend Proofpoint’s market-leading capabilities in detecting advanced malware propagated through email and social media messaging systems. The result is a unique, end-to-end view into the entire kill chain of cyberattacks and cyberattackers. This unmatched insight into the attack chain provides improved threat detection and faster, automated incident response and remediation for organizations worldwide. “Emerging Threats has a proven track record of effectively detecting and responding to today’s advanced cyberattacks,” said Ken Gramley, Emerging Threats chief executive officer, who will become vice president of Emerging Threats for Proofpoint upon consummation of the acquisition. “Our suite of threat intelligence products delivers actionable, correlated threat intelligence necessary to security teams. We’re excited to integrate with Proofpoint’s solutions to bring our industry-leading advanced threat detection and remediation capabilities to an even larger market.”

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Scapa Announces Acquisition of First Water Ltd Scapa Group plc (“Scapa”), a global supplier of bonding materials and solutions, is pleased to announce that it has acquired 100% of the issued share capital of First Water Limited (“First Water”) based in Ramsbury, UK. The purchase price is comprised of an initial cash consideration of £11.3m with a further cash consideration of up to £4m payable depending on performance in 2016, 2017 and 2018, for a total consideration of up to £15.3m. As at 31 January 2015, unaudited gross assets acquired were £4.0m. Underlying EBITDA for the 12 months to 31 January 2015 was £0.9m on sales of £5.4m. The Acquisition is expected to be earnings enhancing in its first year. First Water has built a reputation as one of the leading designer-manufacturers of advanced wound dressings and skin adhesives. Its patented adhesive polymers and dressing designs allow it to offer its OEM partners - typically multinational woundcare and consumer wellness companies - unique and compelling products for a wide range of clinical and commercial applications.

Sterling Bancorp Acquires Damian Service Corporation Sterling Bancorp, through its principal subsidiary Sterling National Bank have announced that it has completed the acquisition of Damian Services Corporation (“Damian”), a privately-held provider of payroll funding and related services. Terms of the transaction were not disclosed. Damian, founded in 1981 and based in Chicago, IL, has been a pioneer in providing funding, back-office support and software solutions for the temporary staffing industry. Staffing firms often turn to payroll funders for a comprehensive range of services, from receivables-based financing to meet payrolls, to complete payroll processing, payroll tax preparation and filing, invoicing and accounts receivable management, business reports, credit analysis and software. Sterling is already one of the largest lenders in the payroll funding marketplace, with an existing business that provides receivables-based financing and associated services to staffing industry clients in 48 states. “Our focus has always been on delivering excellent service, which allows our clients to spend their time doing what they do best-growing their business,” stated Stephen Leavenworth, Payroll Finance Division President, Sterling National Bank. Damian, which funded over $250 million in receivables for over 100 clients in 2014, will expand Sterling’s lending capacity, client base, professional team and fee-generation opportunities to serve this specialized financing niche. Jack Kopnisky, President and CEO of Sterling Bancorp, noted, “Damian is a leader in the payroll services market and will complement Sterling’s existing business in this attractive area of specialization. We like the payroll funding business, which complements our asset-based lending skill-set, provides relatively high returns and contributes to non-interest income. The acquisition is consistent with our stated goal of growing Sterling’s specialty lending and other fee-generating operations, and we see opportunities to expand this business over time.” Alvin Block, President of Damian, said, “It gives us great confidence, after building this business over more than three decades, to know that Sterling will provide our clients with the level of service they have come to expect, as well as all of the other products and resources that Sterling offers as a national bank.”

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For Private Equity firms navigating the unique M&A landscape

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