Acquisition International November 2014

www.acquisition-intl.com

Courting Success ProSport CPA PLLC provides expert tax, accounting, and financial education services exclusively to professional athletes. We caught up with Dr John Karaffa, Founder and President, to learn more about this fast-growing niche firm. / 52

ool: Stay C stunning

e We visit th n Resort Aspe St. Regis u on a tour yo and take urite set’s favo 5 t je e th f o . /8 i retreats global sk

Also inside this issue...

Pension Issues Within M&A Transactions Penny Cogher, Jane Wolstenholme and Michael Jones, Pension Partners at Charles Russell Speechlys LLP, tell us how the firm can assist with the complex pension questions that can arise during M&A transactions. / 58

Acquisition International November 2014

ISP Liability for Subscriber Infringements Rightscorp, a Los Angeles-based copyright monetization company, uses software that monitors the global Peer-to-Peer (P2P) file sharing networks to seek out and find illegally downloaded digital media. / 54 Cyprus: Rising from the Ashes Anthie Zachariadou is Executive Director at Royal Crown Insurance Company Ltd. / 37

The Advantages of Franchising We spoke to Jeff Bevis, Co-Founder and President of FirstLight HomeCare Franchising LLC, to find out how franchise ownership can offer an accelerated path to business growth. / 64 Cape Verde 2014 - Rising for Success Liza Helena Vaz and Nikolai Barbosa from PwC tell us more about why the former Portuguese colony is an excellent place for foreign investors. / 42

Identifying the Right Merger or Acquisition for You Mike Robson, Partner at Azure Partners, tells us how you can ensure an M&A deal works out how you hoped. / 30 On the Rise: Private Investigations 2014 More and more companies are now seeing the value of hiring private investigators to help in a wide range of business issues. Valerio Bottino and Dario Rizzini, members of Vega Investigazioni Snc, tell us why. / 33

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

Contents November 2014

www.acquisition-intl.com

Editor ’s Comment Hello, and welcome to the latest edition of your window on the world of corporate finance, Acquisition International.

New data has just been released from Dealogic, the international financial software company, revealing that open lending markets have helped to feed the strong corporate appetite for M&A this year.

At the time of going to print, junk-rated companies had borrowed US$92.5bn in the high-yield bond markets for acquisitions, Dealogic’s data shows. That figure is up 40% from the year-earlier period and the highest on record for any similar stretch.

The year’s largest acquisition-related financing in the high-yield market was the US$10.9bn borrowed in April

by Numericable Group SA, which used the money to help fund parent company Altice SA’s acquisition of French telecom company SFR from Vivendi SA. M&A-related bond borrowing has accounted for roughly 30% of all new offerings in the US bond market this year, although such borrowing is down from previous M&A booms.

M&A activity has begun to slow recently. While global M&A value for the year stood at US$2.90tn at the time we went to print – the highest level since 2007 – October’s deal value, at US$227.1bn, was the weakest for October since 2011, according to Dealogic.

Financial Advice for Professional Sportspeople ProSport CPA PLLC provides expert tax, accounting, and financial education services exclusively to professional athletes. We caught up with Dr John Karaffa, Founder and President, to learn more about this fast-growing niche firm. /52

North American junk-bond offerings account for almost two-thirds of the value of all deals globally, said Dealogic.

At US$57.6bn of deals, activity in the year so far is up 28% from last year, and at the highest level for the comparable period since 2007.

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

Interesting news, I’m sure you’ll agree, and I hope there’s also plenty to pique your interest within the pages of this month’s Acquisition International.

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

We’ve spoken to a number of intellectual property law firms to find out how they are helping their clients keep their multi-million dollar ideas safe (p.16).

Despite the numerous benefits, many businesses around the world remain unaware of the role a private investigator can play in solving countless important issues. We’ve spoken to private investigation firms from three nations to hear what they can offer (p.33).

2014 Leading Adviser Review /10

For many law firms around the world, pro bono work is becoming increasingly important, both within their own communities and beyond. Funmi Owuye, a lawyer working for the Lagos State Government, Ministry of Justice in Nigeria as the Coordinator of the Lagos Public Interest Law Partnership, is on hand to tell us how lawyers can play their part in helping the disadvantaged people in society to flourish (p.61).

Deal Diary /74 Introduced

by Zephyr/ Bureau van Dijk.

PlayHard /85 Acquisition International’s Monthly Lifestyle Review.

Enjoy the issue.

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

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

33/ 37/ 40/ 42/ 44/ 45/ 46/ 48/ 50/

Our monthly lifestyle section, PlayHard, has a distinctly wintery flavour this month, as we visit the fabulous St. Regis Aspen Resort in Colorado (p.86) and take a look at 15 of the world’s top ski destinations for jet setters (p.90).

And of course there’s all the usual news, insight and regional round-ups from around the business world.

How to get in touch

15/ 16/ 22/ 24/ 29/

Find us on/

52/ 54/ 57/ 58/ 60/ 61/ 62/ 63/ 64/ 67/ 68/ 69/

@acquisition_int

71/ 72/

Romania on the Rise 2014’s Ones to Watch IP Experts Ones to Watch: 2014 Barristers and QCs Ones to Watch Due Diligence – An Essential Strategy for Corporate Growth On the Rise: Private Investigations 2014 Cyprus: Rising from the Ashes 2014 Global Accountancy Review Cape Verde 2014: Rising for Success The Caribbean: The Heart of the Americas Puerto Rico: An Island of Opportunity Cracking Down: Anti-Money Laundering in...

Exploring 2015’s Partnership Opportunities in...

Global companies step up to close the gender pay gap Financial Advice for Professional Sportspeople ISP Liability for Subscriber Infringements Promoting your Specialist Recruitment Services Pension Issues Within M&A Transactions Your Immigration Law & Deportation Defense Firm Pro-Bono: What’s Your Initiative?

ITG Worldwide Berkeley Research Group (UK) Limited The Advantages of Franchising France: The Road Ahead Trusts Wills & Estates: Fundamentals & Misconceptions Mid-Market M&A and Cross-Border Transactions Prove Resilient in the UK Family Offices in Singapore Q3 Review Acquisition International November 2014 3

www.acquisition-intl.com

NEWS FROM AROUND THE WORLD

News: from around the world appointments New Oil & Gas Business Development Director at Frost & Sullivan Frost & Sullivan, the global growth consulting firm, has named Carl Larry Director of Business Development, Oil & Gas. Larry will be responsible for several initiatives in the company’s oil and gas practice, including its new Upstream Oil & Gas Innovation: A Focus on Performance consortium.

Larry has been involved in energy trading for the past 15 years covering all aspects of brokerage, research and marketing. He started his career trading Eurodollars on the floor of the Chicago Mercantile Exchange. He then became director of futures research for ABN AMRO and Barclays Capital in New York and has worked on marketing and trading energy derivatives for Citigroup and Credit Suisse in Houston, Texas.

“We are excited to have Carl join our team,” said Frost & Sullivan Vice President of Oil & Gas Ethan Smith.

“With Carl’s intimate experience covering oil and gas commodity markets, Frost & Sullivan’s Upstream Oil & Gas Practice is equipped to help our customers leverage innovation to bring E&P costs in line with benchmark prices.” n Kroll Appoints New MD for Dubai Financial Investigations Team Kroll, the global investigations firm, has announced the appointment of John Tudorovic as managing director and head of its financial investigations team in Dubai. Based in Dubai International Finance Centre (DIFC), Tudorovic and his team will support clients across the Middle East region.

Working alongside Yaser Dajani, who is managing director and head of Kroll Middle East, Tudorovic will be responsible for managing a variety of assignments, including financial and anti-corruption investigations, for local companies as well as multinationals.

Tudorovic joins Kroll from EY, where he was Partner and ASEAN head. Previous roles have included managing director at FTI in Hong Kong and executive director at Ferrier Hodgson. n Chuck Hansen Joins Moneta Ventures Investment Board Chuck Hansen, Managing Partner of Hansen Investment Holdings, LLC has joined the Investment Board of Moneta Ventures LLP, is a venture capital firm headquartered in Folsom, California, that invests in early stage companies with a focus on software and cloud services, IT services, internet and consumer services sectors.

“I’m delighted to join such an esteemed group of advisors at Moneta Ventures led by the highly talented and charismatic Lokesh Sikaria,” said Hansen. “While I knew of Lokesh’s previous success as Founder & CEO of Sparta Consulting, I first heard about his fund when our daughters talked about it at middle school. I took a look at some of their portfolio investments, like MindTickle!, 5th Planet Games, and Perkville, and thought I might be able to add some value.”

“Chuck’s background in IT and experience with start-ups were key factors in inviting him to join our Board,” said Lokesh Sikaria, Managing Partner, Moneta Ventures.

“Our financial backing is only one component of helping young companies optimise growth and profitability. We also want to mentor and coach entrepreneurs, when needed.” n

4 Acquisition International November 2014

Western Europe Business Travel Spend to Grow in 2014 and 2015 Business travel spending in the five European business travel markets advanced by 4.3% over the first half of the year – the largest gain in business travel spending since 2010, according to a new report.

Spending on business travel has been reinvigorated in 2014, and is set to grow further over the coming 12 months, finds a new study which tracks total business travel spending, plus spending in the domestic and outbound business travel segments.

The latest GBTA BTI™ Outlook – Western Europe report, a semi-annual analysis of the five most critical business travel markets in Europe: Germany, the UK, France, Italy, and Spain, compiled by the GBTA Foundation, the education and research arm of the Global Business Travel Association (GBTA), shows that business travel spending in the five markets is expected to hit €147.1bn (US$186.4bn) in 2014, a 4.9% growth over 2013. The projected rate of growth is expected to increase by another 6.6% in 2015, to €156.8bn (US$198.7bn), as overall spending picks up.

2014 is shaping up to be a true bounce-back year for European travel, the report finds.

Business travel spending in the five European business travel markets advanced by 4.3% over the first half of the year – the largest gain in business travel spending since 2010.

The UK, Sweden, and even Spain experienced growth, while the economies of Italy, France, and Denmark stalled in the first half of 2014. Despite a weak second quarter, the German economy continues to remain one of the most robust in all of Europe.

Overall economic conditions throughout Europe continue to be sluggish, however, with only 0.8% growth in Euro Area GDP in the first quarter of 2014 and no growth during the second quarter. High unemployment rates persist and household incomes are not yet increasing at confidence-boosting rates.

Businesses continue to be reluctant to borrow, hire, and invest.

Given the region’s continued low levels of inflation, slowly improving domestic demand, and more favourable credit conditions, GBTA anticipates modest economic growth going forward. GBTA anticipates an increase in real Euro Area GDP of 0.9% in 2014 and 1.7% in 2015, which will contribute to stronger business travel activity.

“After experiencing many quarters of decline, Europe appears to be stabilising and starting to bounce back,” said Catherine McGavock, Regional Director for Europe for GBTA. “We still face many hurdles, but it appears the tides are gradually changing for economies all over Europe. This will contribute to a strong 2014 and 2015 for business travel throughout the region.” n

www.acquisition-intl.com

NEWS FROM AROUND THE WORLD

Market for Conservation Investing worth US$23bn Worldwide Private investors expect to deploy US$1.5bn of already-raised capital over the next five years, and to raise and invest an additional US$4.1bn, with 80% of the nearly US$2bn already invested by private investors having come from only 10 sources.

The first-ever survey of conservation impact investing reveals a fast-growing market totalling approximately US$23bn in the five-year period from 2009-2013. During the same period, private investments accounted for almost US$2bn of this market – an amount that is growing at an average of 26 percent annually, and is expected to reach more than US$5.6bn by 2018.

Impact investment is one way to address the critical global deficit in conservation funding. An estimated US$300bn annually is needed to meet the world’s conservation challenges, according to a Global Canopy Programme report. Yet current levels of investment, mainly from governments, multilateral agencies, and philanthropic sources, total only about US$50bn.

Investing in Conservation: A landscape assessment of an emerging market is the first data-driven study of the market for conservation-related investments based on direct feedback from investors. Conservation investments, also referred to as conservation impact investments, are intended to return principal or generate profit while driving a positive impact on natural resources and ecosystems.

To address the shortage of conservation impact investment opportunities, the study co-authors are working to structure conservation opportunities that can be supported by private capital. In 2014, with support from JPMorgan Chase & Co., the Conservancy launched NatureVest, a dedicated division focused on deploying US$1bn in impact capital for conservation over the next three years by convening investors, developing and executing innovative financial transactions, and building an investment pipeline across multiple sectors.

The report was co-authored by EKO Asset Management Partners, an investment and advisory firm founded in 2007 that develops and implements innovative approaches to financing conservation and environmental sustainability designed to deliver attractive returns to investors, and The Nature Conservancy’s NatureVest division, which was launched to transform the way we protect natural capital. It was overseen by a steering committee that also included the David and Lucile Packard Foundation, The Gordon and Betty Moore Foundation, and JPMorgan Chase & Co. The report presents findings from a survey of 56 investors, including five for-profit and nonprofit development finance institutions (DFIs) and 51 private investment organizations.

This report shows the growth of the market for conservation impact investing; its authors anticipate that its publication will lead investors who were not able to be counted in this survey to share their portfolio activity in future work.

The report shows that private investments in this space are expected to more than triple over the next five years (2014-2018). However, the report also finds that a substantial amount of potential private capital has not been deployed, demonstrating the need for a significant increase in the number of risk adjusted investment opportunities.

According to survey findings, the approximately US$23bn committed to conservation impact investments from 2009-2013 was invested in three main categories: • Water quantity and quality conservation, including investments in watershed protection, water conservation and storm water management, and trading in credits related to watershed management • Sustainable food and fibre production, including investments in sustainable agriculture, timber production, aquaculture, and wild-caught fisheries • Habitat conservation, including investments in the protection of shorelines to reduce coastal erosion, projects to Reduce Emissions from Deforestation and Degradation (REDD+), land easements, and mitigation banking

Survey respondents provided information about their impact investments from a five-year period, 2009-2013, including intended conservation impact, size and type of investment, target internal rate of return, and performance to date. Respondents were also asked about the structures of their investment portfolios in the period from 2004 to 2008, and their perceptions of and long-term visions for the future market for conservation-related impact investing.

“As conservation and the value of nature become a stronger focus for impact investors, public and private dollars can be used together for greater impact in environmental projects,” said Marc Diaz, Managing Director of NatureVest at The Nature Conservancy. “This research reveals what many have suspected – that impact investors are using substantial, fast-growing amounts of money to support sustainable food and fibre production, as well as water and land conservation, and will continue to do so for years to come.”

Matt Arnold, Head of Sustainable Finance, JPMorgan Chase & Co, said, “Finding a way to structure private capital into conservation deals is essential if we want to attract the scale of investment needed to effectively protect vibrant ecosystems.

JPMorgan Chase is proud to have worked side by side with our research partners, and we did so to sharpen our own understanding of this growing market—as well as to put a flag in the sand that shows our commitment to this critical emerging area for investment.” n

Other key findings include the following: • Private investors expect to deploy US$1.5bn of already-raised capital over the next five years, and to raise and invest an additional US$4.1bn • Of the nearly US$2bn already invested by private investors, 80% came from only 10 sources • The total market for conservation investment is expected to increase to $37.1 billion over the next five years • Of the three categories of conservation investment studied, DFIs invested largely in water quality and quantity projects (US$15bn), while private investors invested largely in sustainable food and fibre production (about US$1.2bn) • Survey respondents noted a shortage of investable projects and opportunities, indicating that they need more deals with adequate risk-return ratios and more seasoned management teams

Acquisition International November 2014 5

www.acquisition-intl.com

NEWS FROM AROUND THE WORLD

Regulations and Legal Protections Vital to Helping Entrepreneurs Thrive, Report Finds World Bank study of 189 worldwide economies shows that many nations’ regulatory reforms have made it easier to do business there, leading to tangible results for small businesses all over the world.

A new World Bank Group report finds that in the past year, governments around the world continued to implement a broad range of reforms aimed at improving the regulatory environment for local entrepreneurs. Economies that both improve the efficiency of regulatory procedures and strengthen the legal institutions that support enterprise, trade, and exchange are better able to facilitate growth and development, the report finds.

This year, for the first time, Doing Business collected data for a second city in the 11 economies with a population of more than 100 million. These economies are Bangladesh, Brazil, China, India, Indonesia, Japan, Mexico, Nigeria, Pakistan, the Russian Federation, and the United States. The report finds that differences between cities are common in indicators measuring the steps, time, and cost to complete regulatory transactions where local agencies play a larger role.

Doing Business 2015: Going Beyond Efficiency finds that local entrepreneurs in 123 economies saw improvements in their regulatory environment in the past year. From June 2013 to June 2014, the report, which covers 189 economies worldwide, documented 230 business reforms – with 145 aimed at reducing the complexity and cost of complying with business regulations, and 85 aimed at strengthening legal institutions. Sub-Saharan Africa accounted for the largest number of reforms.

The report this year also expands the data for three of the 10 topics covered, and there are plans to do so for five more topics next year. In addition, the ease of doing business ranking is now based on the distance to frontier score. This measure shows how close each economy is to global best practices in business regulation. A higher score indicates a more efficient business environment and stronger legal institutions.

“An economy’s success or failure depends on many variables; among these, often overlooked, are the nuts and bolts that facilitate enterprise and business,” said Kaushik Basu, Senior Vice President and Chief Economist of the World Bank.

“By this I mean the regulations that determine how easy it is to start a business, the speed and efficiency with which contracts are enforced, the paperwork needed for trade, and so on. Making improvements in these regulations is virtually costless, but it can play a transformative role in promoting growth and development.”

The report finds that Singapore tops the global ranking on the ease of doing business. Joining it on the list of the top 10 economies with the most businessfriendly regulatory environments are New Zealand; Hong Kong SAR, China; Denmark; the Republic of Korea; Norway; the United States; the United Kingdom; Finland; and Australia. n

Since its inception, Doing Business has captured more than 2,400 regulatory reforms making it easier to do business. These efforts have led to tangible results for small businesses all over the world. For example, 10 years ago, importing key inputs from overseas took 48 days for a Colombian entrepreneur; now, it takes only 13 days—the same as for an entrepreneur in Portugal. Similarly, starting a business took 57 days for a budding entrepreneur in Senegal 10 years ago; now that process requires just six days—just one more day than in Norway. And in India a little over a decade ago, an entrepreneur seeking a loan to grow his business would have had little luck, because financial institutions lacked access to information systems to assess creditworthiness. Today, thanks to the creation and expansion of a national credit bureau offering credit scores and coverage on par with those in some high-income economies, a small business in India with a good financial history is more likely to get credit and hire more workers.

Every year, Doing Business reports the economies that have improved the most in performance on its indicators since the previous year. This year’s report highlights 10 economies that have done so, including five in Sub-Saharan Africa. These 10 economies are Tajikistan, Benin, Togo, Côte d’Ivoire, Senegal, Trinidad and Tobago, the Democratic Republic of Congo, Azerbaijan, Ireland, and the United Arab Emirates.

“The global convergence process continues,” said Augusto Lopez-Claros, Director, Global Indicators Group, Development Economics, World Bank Group.

“Doing Business finds that several low-income economies continue to adopt better regulatory practices, eliminating costly and complex procedures and strengthening their legal institutions. This not only reduces the burden on local entrepreneurs; it also improves the economy and the livelihoods of those affected by creating a better and more efficient business environment.”

Acquisition International November 2014 7

RICHARDTYLER I N T E R N A T I O N A L Sales Immersion™ Sales Training

®

“Commitment to Excellence” ® Sales Immersion™ Program Sales Immersion™ – The World’s Best Sales Training™ is “Serious Sales Training for the serious Sales Professional.” ™

“As a veteran of numerous sales seminars and courses, I can tell you Richard Tyler’s sales course is by far the best!”- Program Participant The Richard Tyler International “Commitment to Excellence”® Sales Immersion™ Sales Training Program is the an intense, six-day sales training seminar for the professional who expects immediate results.

This is real training for those committed to their profession.

It’s specifically designed for those who refuse to accept nothing but the best.

Although you don’t have to be a seasoned sales pro to attend this program, you do have to come ready to work.

And when it comes to transforming ordinary salespeople into extraordinary sales performers, no one delivers more consistently than Richard Tyler International. It’s why the most successful organizations throughout the world trust Richard Tyler International year after year as their exclusive sales-training organization.

Join the tens of thousands of sales professionals who have benefited from the Richard Tyler International sales training programs by attending the Sales Immersion™ Program.

Enroll Now! Richard Tyler International, Inc.® 5773 Woodway Dr., Suite 860, Houston, TX 77057-1501, USA Tel: (+1) 713.974.7214 | Web: www.RichardTyler.com

SECTOR TALK www.acquisition-intl.com

powered by

Chemicals The chemicals sector has made an impressive start to H2 2014, with value already surpassing the figure from the first half of the year even though there are still two months to go until the end of 2014. The opening six months were disappointing as both volume and value fell. In all there were 906 transactions worth USD 45,319 million between January and the end of June.

As mentioned, the second half of the year looks likely to make up for H1’s disappointing result. Although H2 is only two thirds of the way to completion value has already topped investment levels in the opening six months. Volume is also promising; so far there have been 594 transactions recorded, compared to 906 in H1 2014, according to Zephyr, the M&A database published by Bureau van Dijk. As such, deal numbers are on track to reach a similar level.

The fact that value has already exceeded the previous six months, with USD 50,427 million injected to date, suggests higher individual considerations in the period under review. If things continue on this trajectory for the rest of 2014 then H2 could end up being the highest six monthly period in the chemicals sector for some time.

It is always interesting to see how the situation shapes up in terms of volume and value compared with the same timeframe during the previous year. Despite the already impressive showing in H2 2014 there is still a little way to go if value in particular is to draw level with, or surpass, the second half of 2013. In H2 of last year there were 933 transactions worth an aggregate USD 69,062 million, so it isn’t unreasonable to expect results to have reached a similar level by the end of this year, but only time will tell.

Number and Aggregate Value (Mil USD) of Chemicals Deals Globally: 2006-2014 YTD (as at 31 October 2014) Deal half yearly value (Announced date)

Number of deals

Aggregate deal value (mil USD)

H2 2014

594

50,427

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

906 933 797 884 837 920 924 891 793 847 743 793 898 964 869 811 663

45,319 69,062 29,109 48,733 31,536 28,775 93,768 47,043 43,663 21,397 22,947 53,911 37,604 93,289 37,101 29,240 46,305

Unsurprisingly, a large chunk of the investment made into the chemicals sector in 2014 to date has specifically targeted the chemicals, petroleum, rubber and plastics field. In total the industry has attracted investment of USD 91,868 million across 1,386 deals in the year so far. In terms of value, this was followed by the industrial, electric & electronic machinery field, which received USD 23,970 million across just 86 transactions. Third place was taken by wholesaling, which notched up USD 13,554 million across 182 deals.

The chemicals sector’s largest transaction of 2014 to date was announced in September and involved German pharmaceuticals player Merck agreeing to pay USD 140 per share for Missouri-headquartered Sigma-Alrich in a deal which values the target at USD 16,671 million. Closing of the transaction is expected in mid-2015, subject to the green light from regulatory, antitrust and government bodies and shareholders. The year’s second-largest deal was worth significantly less as Albemarle signed on the dotted line to pick up New Jersey-headquartered Rockwood Holdings for USD 6,206 million. Closing is expected during the first quarter of 2015.

North America has received the most investment in the chemicals industry in 2014 to date. Companies based in the region were targeted in deals worth USD 40,934 million. The fact that it led the field is unsurprising given that five of the year’s top ten deals to date had targets based there, including the two largest transactions of 2014 so far. Second place was taken by the Far East and Central Asia, which notched up investment of USD 24,037 million, closely followed by Western Europe with USD 22,838 million. It was a slightly different story by volume as North America could only place third with 244 deals, suggesting a number of high value deals pushed it up the value rankings. By volume the Far East and Central Asia placed first with 737, followed by Western Europe with 297.

In conclusion, things look promising for the chemicals sector in H2 2014. The question now is whether the increased levels of investment can be sustained into 2015 and beyond. If results continue on their current trajectory some extremely impressive values could be seen in the near future. n

Number and Aggregate Value (Mil USD) of Chemicals Deals Globally by Deal Type: 2006-2014 to date (as at 31 October 2014) Deal type

Number of deals

Aggregate deal value (mil USD)

Acquisition

6,064

433,737

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

8,432 420 105 28 13 40 2

347,213 63,897 889 445 36 9 0

Aggregate Value (mil USD) of Chemicals Deals by Region: 2006 - 2014 YTD (as at 31 October 2014) World region 2006 (target) North America 24,378

2007

2008

2009

2010

2011

2012

2013

2014

42,999

37,369

14,085

21,561

51,604

27,491

19,663

40,934

Far East and Central Asia Western Europe South & Central America Eastern Europe Middle East Africa Oceania

9,482

20,283

13,578

16,314

32,524

25,813

25,844

23,298

24,037

36,596

43,199

20,782

7,289

13,512

21,253

12,525

18,145

22,838

1,447

4,068

1,821

2,252

10,636

3,908

4,667

1,792

4,650

1,942

9,412

6,224

618

11,205

15,849

4,075

32,113

1,505

314 404 1,401

930 1,855 1,471

2,332 4,238 5,204

261 2,269 1,255

586 483 1,735

1,530 363 1,003

159 43 2,473

56 430 1,438

890 348 227

Acquisition International November 2014 9

SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Leading Advisor Review We’ve spoken to the people whose skills and expertise mark them out as outstanding advisors in their respective sectors.

10 Acquisition International November 2014

2014 Leading Advisor Review

SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Leading Advisor Review

Company: Merrill DataSite Name: Merlin Piscitelli, Senior Director Email: Merlin.Piscitelli@ merrillcorp.com Web: www.datasite.com Tel: +44 (0)207 422 6266

Merrill DataSite is the premier virtual data room provider; supporting M&A dealmakers all over the world with a secure online platform for due diligence, which is essential to the successful completion of any M&A transaction.

Merrill DataSite has supported thousands of transactions worth trillions of dollars for more than a decade and prides itself on an outstanding solution that encompasses not only technology, but unrivalled, multi-lingual, dedicated project management service.

It’s this combination of product excellence and years of service expertise that sets Merrill DataSite apart from the competition.

Leading Advisers 2014 – Merrill DataSite: Supporting M&A Advisers “Merrill DataSite is a service provider to M&A advisers and their clients. We advise on, open, and operate virtual data rooms (VDR) that house sensitive documentation for review in the due diligence phase of a transaction, without which a deal simply wouldn’t happen.

Our philosophy is to work with clients to understand the environment they operate in. We immerse ourselves in the industries, regions and markets that M&A advisers deal in on a daily basis, so we can better support them and, in turn, their clients towards success. The best M&A advisers rely on forging relationships and building trust to grow business, which is what we aim to achieve and which is borne out in the volume of repeat business and personal recommendations we have each year.

In supporting M&A advisers setting up a project, we are a leading indicator of what’s happening in the wider market - how much activity it taking place and, perhaps more interestingly, what activity can be expected over future months.

assets; will value be returned; how long will the “new high” run; where will the next political bombshell land that’s going to impact markets?

The way this is being managed with the people we work with is obviously “before the deal is done”, i.e. via thorough and robust due diligence on each aspect of the asset on the table. We’ve witnessed an increase in the number of experts assigned to fact-find on a project, we’ve seen an increase in the volume of data shared and on the length of time a project is open. So, while 2014 has been a great year for Merrill DataSite in terms of new transactions, we understand the volatility in the market and recognise the important role of due diligence in helping to stabilise some of its potential impacts.

Looking forward into next year, as a leading indicator of market activity, we have seen double-digit growth in VDR setup across nearly all regions globally. For us, this has been driven by the verticals of investment banking, private equity and law firms, and in all use cases – due diligence in M&A, high-yield, IPO – and this again reflects what’s happening in the wider market. Outside DataSite, in very recent weeks there has been some fluctuation that’s shaken deals – stock markets have dipped, some IPOs have been pulled but even with this short term volatility our data shows there is still a lot of cash to be put to use, there is still plenty of competition for good quality assets and 2015 should continue to see a high volume of announced deals and successful closures.” n

“

Merrill DataSite is a service provider to M&A advisers and their clients. We advise on, open, and operate virtual data rooms (VDR) that house sensitive documentation for review in the due diligence phase of a transaction, without which a deal simply wouldn’t happen.

”

Overall, 2014 has been an extremely positive year, both capital and public markets have been very active, but there is a pervasive sense of caution as well. With the ready availability of debt, competition over quality assets is fierce, but within this dynamic that’s driving deals no one wants to make the wrong decision.

Questions are being asked: is too much being paid for Acquisition International November 2014 11

SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Leading Advisor Review

Fahar Al Moosa Advocates & Legal Consultancy is a well established law firm in Oman, providing legal services to the local and international business community since 2008.

The office has a blend of highly experienced senior Omani and foreign lawyers with extensive local and international expertise.

Company: Fahar Al Moosa Advocate and Legal Consultancy Name: Fahar Mohammed Abdulrahman Al Moosa E-mail: almoosalegalconsultancy@ gmail.com lawfirmfm@gmail.com Web: www.lawfirmfm.com Postal Code: 113, Muscat, Sultanate of Oman, P.O. Box 485 Tel: +968 – 247 933 66, 247 99 665 Fax: +968 – 247 033 22

Fahar Al Moosa Advocate and Legal Consultancy was established by professionally qualified and experienced Omani lawyer, Fahar Mohammed Abdulrahman Al Moosa. It embodies the principles of collegiality collaboration, individuality and legal excellent while cultivating the finest legal talent in the Sultanate of Oman. Since inception we were providing services to local and international firms, multinational corporations, financial institutions, insurance companies and individual clients on innovative matters that require legal assistance and having represented at all levels of court (Primary, Appeal and Supreme).

We are committed and dedicated in offering our clients the most comprehensive and global legal services tailored on case by case basis to cater to their specific needs. Our firm is distinguished by the depth and scope of its legal advisory services and an unmatched understanding of the business culture of the region. The firms lawyers have decades of experience in multi jurisdictional issues on numerous legal system. We have consolidated our strong roots to a great client base and number of our clients is growing year after year for handling different sections of society. Our network services cover Muscat and all

interior regions of Sultanate of Oman from filing the suit till completion of collection.

Location We are located at C.B.D Area, Central Bank Street, Alizz Tower, Alizz Islamic Bank Building, Building No. 45, Way No. 2732, 1st Floor – Flat No. : 104 near to Bank Dhofar Main Office.

Mission Our mission is to give high quality legal and commercial advices through efficiently managed professional practice and integrity.

Practice Areas: 1. Corporate and Commercial Law 2. Intellectual Property 3. Commercial Arbitration 4. Insurance 5. Labor Legislation & Law 6. Banking & Finance 7. Taxation 8. Dispute Resolution & Litigation 9. Debt Collection 10. Maritime & Aviation Legislation 11. Liquidity & Bankruptcy 12. Establishment & registration of companies 13. Registration of & patent 14. Preparing & reviewing the contracts n

UK Private Investigators and Detectives As one of the leading private investigator and detective agencies in the UK, we pride ourselves on offering a professional and discreet service. Every private investigator employed by North Court Investigations has a wealth of expertise in a wide range of fields, so it doesn’t matter if you want to look into a spouse’s suspicious behaviour, investigate an employee who you believe may be sharing confidential information, or want to prove that somebody is committing fraud, we can help.

Why choose North Court Investigations?

When you decide to use a private investigator, you want to be confident that you are working with a company you can trust.

At North Court Investigations we have a proven track record as a trustworthy company, and are registered with The Information Commissioners Office.

All of our services are carried out with the upmost discretion, and every stage of our service is completed with total confidentiality.

We will never pass your details on to any third parties and destroy all details once our service is complete – ensuring that there is no record of your investigation.

Tel: +44 (0)20 3283 8741

www.privateinvestigatoruk.com 12 Acquisition International November 2014

SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Leading Advisor Review

TRLPLAW is a multinational law practice of the highest quality capable of delivering excellent, diverse legal services to businesses and business persons globally, particularly within emerging economies. Ajibola Oluyede, Principal Partner, and Olufunmi Oluyede, Co-Founding Principal, tells us how 2014 has shaped up for the firm.

TRLPLAW is a full-service law firm operating two offices in Nigeria with offices in the United Kingdom and the United States.

The firm has two core practice groups: a dispute resolution practice and a transactions practice which is subdivided into banking and finance, civil and criminal litigation, alternative dispute resolution, corporate and commercial law, energy and natural resources, maritime and admiralty, entertainment law, intellectual property, property law, infrastructure and PPPs, labour law, corporate governance, immigration, securities, project finance and tax and so on.

Company: TRLPLAW Names of Partners: Mr. Ajibola Oluyede, Mrs. Olufunmi Oluyede, Mr David Iyalohme, Mr. Adegoke Oluyede, Mr. Victor Munis, Ms. Chibuzo Nwosu, Mrs Ifeoma Esom.

Email: ajibola@trlplaw.com, olufunmi@trlplaw.com Web: www.trlplaw.com Address: D96 Landbridge Avenue, Oniru Estate, Lagos, Nigeria Tel: +2347030914762, +12403385140; +13018928236

“TRLPLAW is a union which consummates the vision by various international law firms based in Africa, Europe and America to forge a multinational law practice of the highest quality capable of delivering excellent, diverse legal services to businesses and business persons globally, particularly within emerging economies,” says Ajibola Oluyede, Principal Partner.

A successful outcome for the firm and its client is for a reasonable solution to a legal challenge, which is satisfactory to the client and the firm, as well as to the Nigerian legal environment, Ajibola says. “In ensuring that happens, we at TRLPLAW look at where the law is and where it ought to be; thus our public advocacy arm by which we challenge the status quo. We recognise that the law is not perfect. Therefore we are always looking at how to shape the legal landscape in our immediate environment to accord with best practices. As the saying goes, ‘charity begins at home’.”

The current business environment in Nigeria and West Africa is challenging and competitive, says Olufunmi Oluyede, Co-Founding Principal, in the sense that the Nigerian economy is fast outstripping those of its nearest competitors in East and South Africa. “This opens up great opportunities to well positioned local firms like ours and challenges us to improve on competence, specialisation and management.”

2014 has been a busy and challenging year for TRLPLAW, with the firm playing a part in the privatisation of Nigeria’s energy industry, acting as legal adviser to the country’s largest hydroelectric power generating company. “A key challenge faced is negotiation with the various regulatory agencies in the industry,” Olufunmi says. “Our advocacy focuses on informing the regulators where we are as of today and where we ought to be in the future. The challenge has also been an opportunity at meetings with the regulator as well as presentations have allowed us to get our thoughts and ideas out to a larger audience.”

And 2015 is poised to be no less busy or challenging.

“We anticipate growth in the commercial sector of the Nigerian economy with a lot of infrastructural projects coming up,” says Olufunmi. “These projects will need legal advisers thus lawyers will have a lot of work to do in structuring legal agreements for these projects.

Our focus will be on dispute resolution (litigation and arbitration), commercial & corporate law, energy and natural resources, infrastructural development as well as public private partnerships. We anticipate more clientele particularly in the power sector as firm inquiries have been received for our services.” n

“

This opens up great opportunities to well positioned local firms like ours and challenges us to improve on competence, specialisation and management.

”

Acquisition International November 2014 13

SECTOR SPOTLIGHT www.acquisition-intl.com

Company: CDG Environmental Advisors Name: José Dengo Email: jose.dengo@cdg-ea.com Web: www.cdg-ea.com Address: San José, Costa Rica Tel: +(506)2288-7000

2014 Leading Advisor Review

CDG Environmental Advisors offers a wide array of environmental services to help its clients achieve their business objectives while promoting a balanced and sustainable approach to development in Central America. José Dengo, Partner and Project Director, tells us more.

says Dengo. “A good adviser will work his or her hardest to fulfil the client’s wishes. Our aim is to provide value-added services that will contribute to a project’s financial success, while maintaining the professional integrity to ensure that environmental and CSR best practices are implemented.”

Established in 2000, CDG Environmental Advisors is one of the most recognised environmental consultancy firms in Costa Rica. With a proven trajectory of over 100 completed projects, CDG offers a wide array of services to promote a balanced and sustainable approach to project development.

Central America is an emerging market with serious growth potential, Dengo says. “Traditionally an agricultural region, there is now a rapid shift towards commercial, infrastructure and renewable energy development. Improved political stability and greater commercial integration with international markets provide a greater sense of security for investors.”

“Our primary focus is providing the solutions for our clients to fulfil their goals within the framework of sustainable development,” says José Dengo, Partner and Project Director, CDG Environmental Advisors. “We have a very diverse portfolio of clients, from many sectors: real estate and commercial development, agroindustry, infrastructure, renewable energy and tourism, among others. CDG offers a wide range of services from due diligence and site assessment, to impact studies, forestry and GIS surveying, and anything related to environmental permitting and compliance.

“At CDG Environmental Advisors, we believe that the path to true development can only be achieved through sustainability. We strive for achieving the right balance between economic returns, social wellbeing and environmental health.”

Strong professional ethics are a necessity when working in environmental and social responsibility,

14 Acquisition International November 2014

For the past few years, CDG Environmental Advisors has been involved in the development of an interoceanic “dry canal” in Costa Rica with the international consortium AMEGA Holdings, Inc. “We are now ready to begin the feasibility studies of the first phase of the project, which consists of a new transshipment port in Moín, in the Caribbean coast,” Dengo says. “This new transshipment hub represents an investment of close to US $1 billion and the creation of thousands of jobs in one of the poorest regions in Costa Rica and adds a new dimension to the economy as the country becomes involved in international logistics. The full scale dry canal is estimated at US$6bn to US$7bn, with prefeasibility studies set to begin in 2015.” n

SECTOR SPOTLIGHT www.acquisition-intl.com

Romania on the Rise

Company: SAI ERSTE Asset Management Web: www.erste-am.ro Address: SAI ERSTE Asset Management SA Romania, 14 Uruguay Street, District 1, Bucharest, Romania Tel: +40 372 269 999

Romania on the Rise Erste Asset Management GmbH coordinates and is responsible for all asset management activities within Erste Group Bank AG, one of the largest financial services providers.

Erste Asset Management GmbH (EAM) coordinates and is responsible for all asset management activities within Erste Group Bank AG. At our locations in Austria, Croatia, Czech Republic, Germany, Hungary, Romania and Slovakia we manage assets of about EUR 50.47bn (as of 30 June 2014).

300 employees of EAM advise both retail and institutional investors. Retail investors obtain EAM products and services primarily from the branch network of Erste Bank AG and the Austrian savings banks (Sparkassen), while the EAM Institutionals’ Team and Erste Group Private Banking cater to institutional investors.

The 2008 global financial crisis and its subsequent fall out have led to a rethink across the entire asset management industry. As a result, the investment approach of portfolio managers is increasingly being shaped by investors’ interest in sustainable, socially acceptable and environmentally parameters.

Early on, EAM recognized the trend towards responsible fund management and over the last decade we have developed and successfully implemented a wide range of sustainable funds, for which we have been recognized nationally and internationally through a series of awards.

We consider ourselves a full-range provider in asset management, meeting every possible requirement via investment funds and portfolio solutions. In addition to our core business, we offer individualized services such as reporting or data services. Our mutual funds are authorized for distribution in EAM’s core markets and internationally.

The asset management company SAI Erste Asset Management SA, was founded in Bucharest, Romania, in 2008 and is member of the EAM Group.

The company has taken over the management of all open-ended investment funds and individual investment portfolios, from SAI BCR Asset Management SA, a former subsidiary of BCR ERSTE Group.

SAI Erste Asset Management SA (SAI ERSTE) assists private as well as institutional investors. Private investors obtain SAI ERSTE -related products and services primarily via BCR’s branch network and the EAM, while institutional investors do so from the SAI ERSTE Institutionals’ team.

SAI ERSTE offers the following products and services: an extensive range of products for private investors for investment funds; investment solutions for institutional investors; management of money market, bond, balanced, equity open ended funds and fund of funds; and individual investment portfolios.

Previous performance of the Fund/asset management company is not a guarantee of future results! Please read the prospectus and the key investor document (KID) provided in art. 98 of G.E.O. no. 32/2012 before investing in fund/asset management company!

The Prospectus and the key investor document (KID) are available in Romanian and English language on www.erste-am.ro and may be obtained from the agencies/units pertaining to the Romanian Commercial Bank and from the premises of SAI Erste Asset Management S.A. SAI ERSTE Asset Management SA, authorized

by NSC with the Decision no 98/21.01.2009, registered with FSA Public Registry with number PJR05SAIR/400028, Number General Registry ANSPDCP: 0017716, Phone: 0372.269.999; Fax: 0372.870.995; www.erste-am.ro; email: office@erste-am.ro. Depository: BCR SA n

We combine extensive country-specific knowledge with the strength of an international financial services provider. As a wholly owned subsidiary of EAM Group, we have a stable ownership structure.

The firm is also active in the wider community. SAI Erste Asset Management SA is an official partner of the Romanian Tennis Federation, donating books and shares in managed funds as awards to tennis players in national and international competitions organised by the Federation.

Acquisition International November 2014 15

SECTOR SPOTLIGHT www.acquisition-intl.com

Ones to Watch in 2014: IP Experts

Ones to Watch in 2014

IP Experts

For many businesses, their most important and valuable assets are the ideas and innovations that allow them to remain one step ahead of the competition.

This is why the protection of intellectual property rights is an ever-growing concern in today’s increasingly globalised world.

This month, we speak to a number of firms from around the world who are helping their clients keep their million-dollar ideas safe.

16 Acquisition International November 2014

SECTOR SPOTLIGHT www.acquisition-intl.com

Ones to Watch in 2014: IP Experts

Wolf Greenfield are specialists in Intellectual Property law. Whether in courts, patent offices, or other venues, the firm’s professionals bring unparalleled technical and legal expertise to helping clients meet their business goals Company: Wolf, Greenfield & Sacks, P.C. Address: 600 Atlantic Avenue Boston, MA 02210-2206 Email: info@wolfgreenfield.com Web: www.wolfgreenfield.com Tel: +1 617 646 8000

“

Wolf Greenfield’s character is the product of two factors: our practice and our people.

”

Wolf Greenfield’s character is the product of two factors: our practice and our people.

Our practice is focused solely on intellectual property law. Nobel Prize winners, Fortune 500 companies, hightech startups, and major research universities choose us to protect and enforce their IP rights. Whether we are litigating a high-stakes patent case, drafting claims to demarcate a client’s core technological innovations, or developing a trademark branding strategy, our work is driven by our clients’ business goals. We learn a client’s business so that we can protect and defend it. For over 85 years, full-service IP enforcement and defense has defined what we do.

Our people make it possible. We attract, train, and invest long-term in technical and legal specialists at the forefront of their fields. M.D.s and Ph.D.s in biotechnology and chemistry with pharmaceutical expertise; electrical and mechanical engineers with industry experience developing valuable innovations; litigators who have won landmark IP cases and negotiated market-moving settlements. Our people could be doing anything they want in their respective fields. Their choice to be Wolf Greenfield lawyers is what gives our clients confidence in us. Confidence that has grown our practice into the largest New England-based law firm devoted exclusively to intellectual property law.

Casalonga & Associés, in Paris, is considered one of the premier French patent and trademark attorneys representing before the French Patent and Trademark Office.

Company: Casalonga & Associés Name: Gérard Dossmann - Partner Address: 8 Avenue Percier, 75008 Paris, France Email: paris@casalonga.com Web: www.casalonga.com Tel: + 33 (0) 1 45 61 94 64

“

We have over 100 European and French patent and trademark attorneys, attorneys at law and staff, all at your service for protecting and assessing IP rights.

”

With offices in three major European locations, Paris, Munich, Alicante, Casalonga provides a fully integrated IP service to our clients, ranging from major multinationals to small and medium companies and individuals. We have over 100 European and French patent and trademark attorneys, attorneys at law and staff, all at your service for protecting your IP rights.

Casalonga & Associés, in Paris, was founded in 1867

by Dominique Antoine Casalonga and is considered one of the premier French patent and trademark attorneys representing before the French Patent and Trademark Office (INPI).

The French and European patent and trademark attorneys of Casalonga & Associés are specialists of IP law, they offer technical and legal counselling in all areas of intellectual property law (Prosecution, registration, opposition, litigation, mediation, and so on).

The close collaboration with the IP lawyers of Casalonga Avocats enables to offer clients highly experienced and effective litigation teams, linking technical knowledge of the case with excellent legal skills.

Orchestrating the successful and efficient interaction of science, business, and law calls on us to build teams with complementary skill sets who can collaborate seamlessly. It requires both an unparalleled depth of legal and technical expertise and a work environment that fosters mutual respect, collegiality, and a healthy work-life balance.

The collective expertise of our attorneys and technology specialists allows us to deliver full-service IP coverage across a broad spectrum of industries and technologies, including those at the forefront of emerging markets. Our clients look to us for all facets of acquisition, prosecution, and enforcement of patents, trademarks, trade secrets, and copyrights, for pursuing or defending IP litigation or seeking alternative dispute resolution, for opinions and strategic counseling on product clearance, trade dress protection, IP audits and due diligence, interferences, competitive analysis, licensing and other IP agreements.

Based in Boston, we have a worldwide practice and work closely with a carefully-selected network of foreign IP law firms to help clients develop and execute international filing strategies and defend their rights in global markets.

Technological innovation is in constant flux. Our mission, however, remains the same as it was in 1927 – to protect, enforce, and advance our clients’ intellectual property in service of their business goals. n

Our services cover the following areas: Obtaining Rights Create value by obtaining intellectual property rights throughout the world. We manage extensive portfolios of patents, trademarks, domain names and models throughout the world, thanks to the quality of our team and to our longstanding and highly developed relations with a network of select foreign correspondents.

Protecting Rights In case of litigation in France, our close collaboration with the lawyers of CASALONGA AVOCATS enables us to offer our clients highly experienced and effective litigation teams, linking technical knowledge of the case with excellent legal skills.

Strategic Counselling Advising on intellectual property law. We offer technical and legal counselling in all areas of intellectual property law to major international companies, private and public institutions, small- and medium-sized businesses as well as individuals.

Audits and IP valuation The close collaboration between the Patent Attorneys with high expertise of Casalonga & Associés and the lawyers of Casalonga et Avocats with high expertise in contractual, IP and competition Law is a key advantage in Due Diligence, Acquisitions, Investments where technology and law are intimately involved in order to advice and assess the potential risks in an acquisition or in investments. n

Acquisition International November 2014 17

SECTOR SPOTLIGHT www.acquisition-intl.com

Ones to Watch in 2014: IP Experts

Prof. Dr. David N. W. Chen is Chief Lawyer in Intellectual Property of Allbright Law Offices.

His practicing areas cover intellectual property, technology transfer, E-commerce and information technology protection, merger and acquisition, civil litigation and arbitration.

Firm: Allbright Law Offices Name: David Chen - Founding & Senior Partner Email: davidchen@ allbrightlaw.com Web: www.allbrightlaw.com Address: Citigroup Tower, 14/F 33 Hua Yuan Shi Qiao Road, Shanghai, 200120 Tel: +86 21 6105 9000

Company: O’Conor Power E-mail: ocp@oconorpower.com.ar Web: www.oconorpower.com.ar Address: San Martín 663 Piso 9 (C1004AAM) Buenos Aires, Argentina.

Tel: +54 11 4311 2740 The skyline of Buenos Aires, Argentina. View from the Rio de la Plata.

18 Acquisition International November 2014

Prof. Dr. David N. W. Chen is a professor of law and executive dean of the Senior Lawyers Institution of Fudan University. He is now a founding and senior partner of Shanghai Allbright Law Offices, which are one of the leading full-service Chinese law firms in the P. R. China, and the largest law firm based in Shanghai (and in the whole Eastern China region).

Besides, Mr. Chen is also director of Chinese Science and Technology Law Institution, vice-director of Shanghai Bar Association, vice chairman of Shanghai Intellectual Property Research Commission, a listed expert of the Domain Dispute Settlement Center under CIETAC and a listed arbitrator for the Court of Arbitration for Sports under the International Olympic Commission and for Shanghai Arbitration Commission.

Mr. Chen’s practicing areas encompass intellectual property, technology transfer, E-commerce and information technology protection, merger and acquisition, civil litigation and arbitration. He has handled more than 1000 cases of various types to date, based on which he has established rich theoretical and practical expertise, particularly in intellectual property. Among the great number of court cases in which Mr. Chen has successfully represented clients, three were selected by the

Our lawyers, industrial property agents and select network of engineers and technical professionals bring together their broad backgrounds and experiences in different disciplines and industries to work closely as a team representing international, regional and local companies in trademarks, patents, utility models, designs, copyright, software, domain names, transfer of technology, franchising, licensing and related matters.

We’re wholly responsive to clients’ needs based on the firm’s large local and international IP experience and expertise, in order to satisfy the IP community requirements in a globalised world. We follow the premises of reliability, quality, efficient action, adaptability to price tailoring and flexibility, with equal

Supreme Court of China as Top Ten Chinese Court Cases for IP Judicial Protection in 2010, 2011 and 2013.

Mr. Chen has successfully represented many wellknown clients. Meanwhile he serves as a counsellor for quite a few Chinese and foreign enterprises.

So far Mr. Chen has published more than 100 articles and 10 academic books, mainly including “Arbitration and Legislation of Science & Technology”, “Science and Technology Law Tutorial”, “Intellectual Economy and Intellectual Property”, “Legal Protection of Interlocution of Enterprises and Innovation of Technology”, etc.

Mr. Chen is fluent in English. He frequently publishes papers and gives speeches at various academic seminars held in the US, Europe, Taiwan, Hong Kong and China mainland. Mr. Chen is also often invited to participate in the drafting and amending of some important Chinese laws and regulations.

Mr. Chen is the Outstanding Individual of Shanghai Judicial Administrative System in 2009, and received an Individual Third Class Merit Medal of Judicial Department of P.R.China. n

emphasis in customized and personalised services.

The broad experience of O’Conor Power’s team in the management of local and international IP portfolios in Argentina and in the region, makes OCP a superior “one stop resource”, as Latin American increasingly factors into the world economy.

We are also qualified to protect and enforce clients IP interests through transactions, dispute resolutions, litigation, border enforcement measures and unfair competition related actions.

Our professionals and staff regularly participate in seminars and conferences nationally and internationally, thus keeping updated on the latest IP legal developments in Argentina, Latin America and throughout the world. n

SECTOR SPOTLIGHT www.acquisition-intl.com

Company: Ali & Associates Name: Khurram Gul Ghory Email: kgghory@ aliassociates.com.pk Web: www.aliassociates.com.pk Address: First Floor, Shaheen Towers, 23-A, Block-6, PECHS, Main Shahrah-eFaisal, Karachi, Pakistan Tel: +92 21 3453 4580

Ones to Watch in 2014: IP Experts

Khurram Gul Ghory is Partner at Ali & Associates, one of the largest Intellectual Property law firms in Pakistan. He tells us how he and the firm are helping clients protect their brands

says Gul Ghory, with the firm being retained by a large number of Pakistani and international media conglomerates including Disney, MPAA, CBS, Reliance BIG (India), 9XM (India), Geo (Pakistan), TV One (Pakistan), and so on.

Pakistan remains a developing country, and has its own shares of problems that have an impact on the business environment. But, says Khurram Gul Ghory, Partner at Intellectual Property Law firm Ali & Associates in Pakistan, certain industries, in particular, the telecommunications industry have experienced an unprecedented growth in regard to the smartphone market. “While previously the economy experienced financial crisis for the reason of which investments were at the lowest, the current year saw many local companies set up in order to provide international standards of technology service in return of a highly consumer friendly price. Consequently this broke the monopolies of International brands.

For example, statistics show that Digicom, a Pakistani telecommunication company, beat Nokia, Samsung, Motorola and so on by providing high quality smart phones at half the prices.

“For safeguarding our client’s exclusive rights we have also been involved in international litigation which broadens our scope of expertise by understanding the law of other jurisdictions. In addition to this, the firm has also seen an increase in instructions for franchising and licensing matters.

These new trends have undoubtedly proved to be attractive opportunities for our business as we become a prominent part of the process of developing IP law in Pakistan.”

“In addition to this, the introduction of 3G and 4G services in Pakistan, although very welcom, remain to live up to the expectations. Proper networking and developmental measures have to be undertaken in order to avail all the fruitful benefits.

“With regards to IP, while formerly we did experience a reduced trend towards IP based litigation, this year we observe the businesses becoming increasingly vigilant of their IP rights and are willing to contest infringements on International forums as well.

Independent Media Corp. to name one has been extensively involved in protecting its IP rights not only in Pakistan but USA and UK as well.

“Lastly, Cyber and Media matters are currently a new ambit for IP Law to develop in. This is also the case in other jurisdictions like USA, UK and India which have far bigger markets in comparison to ours.”

Recently, Ali & Associates has received the majority of its instructions in the area of electronic media,

However, says Gul Ghory, a number of complexities are involved in establishing and enforcing IP rights on a cross border scale – not least the fact that it is extremely common for companies who develop a marketable brand in one territory to find that they are unable to use the same trade mark in another country, because another entity has conflicting rights.

“This can either be an outcome of deliberate brandhijacking or independent development of a conflicting brand on a collision course.

“While this is a challenge for any IP lawyer to deal with, in my opinion, the risk of this happening to your business can be managed by checking the availability of a new brand across a realistic range of countries initially and registering your trade mark in those countries early on. At Ali & Associates, as a supplementary measure we obtain the registration of IP with customs authorities as an easy way of stopping at least a proportion of counterfeits since they cross borders. Also, as a standard practice while vetting agreements we stay wary of our client’s convenience. We believe that IP owners can try to stack the odds in their favour by paying careful attention in any agreements to clauses dealing with governing law and jurisdiction, and by thinking about their strategy as a dispute looms. Furthermore, we carry out market investigation and confiscation through law enforcement agencies for our clients in Pakistan.” n

Acquisition International November 2014 19

SECTOR SPOTLIGHT www.acquisition-intl.com

Ones to Watch in 2014: IP Experts

On the basis of mutual trust, KETNER Ltd., based in Ljubljana, Slovenia, strives towards the protection and realization of rights arising from the creativity of individuals.

KETNER Ltd. is a Slovene legal office specializing exclusively in intellectual property. We are authorized to represent the clients in proceedings at the national, European, and international levels. Practice and experiences of the company cover the world.

Company: Ketner Ltd. Name: Meti Ketner - Owner, CEO Trade Mark and Design Attorney Email: info@ketner.si Web: www.protection.si Tel: +386 (0)51 344 655

As one of the highly-qualified law office in the Republic of Slovenia in the area of intellectual property law we are covering industrial property rights with specific focus on: applications and registrations of trademarks, patents and industrial designs, searches and monitoring for patents and trademarks, legal advising, preparing expert reports, licensing, infringement of intellectual property rights, solving disputes, also domain name disputes, and other specialist support in the field of industrial property rights and beyond.

KETNER Ltd. experts are experienced court appraisers and specialize in inventive activity.

Specialized intellectual property investigation offers protection against: - infringements of intellectual property rights, - loss of sales volumes of original products, - grey economy, - loss of profit, money and goodwill.

KETNER Ltd. encourage the development of copyright, intellectual property and other rights deriving from the creative activates of human being.

We strive towards the enforcement, protection, and maintenance of intellectual property rights.

Infringements of intellectual property rights occur on a global scale. Counterfeit products can threaten your business. Our goal is an effective intellectual property protection. The active involvement of our detectives is therefore essential.

As a part of our business, we cooperate with a licensed detective agency with experienced detectives, having altogether 30 (thirty) years of work experience.

At KETNER Ltd. we create, protect and evaluate!

World – oriented at KETNER Ltd we are breathing the future. n

Corporate Finance

“Without continual growth and progress, such words as improvement, achievement and success have no meaning.” ~ Benjamin Franklin

M&A l Due Diligence l Specialist Tax Services l Valuations Contact details: 020 7549 8008 steve.govey@beavismorgan.com paul.smith@beavismorgan.com

www.beavismorgan.com Accountants and Business Advisers

20 Acquisition International November 2014

Specialized intellectual property investigation offers the following to our customers: - investigation of infringement of intellectual property rights (trade marks and service marks, designs, patents, copyrights, business secrets, etc.); - verification of the market regarding the infringement of intellectual property rights on the selected locations, - verification of the world wide web (domain names) regarding the infringement of intellectual property rights, - observation of various locations (production, wholesale and retail points of sale, shops, markets, etc.) and - collection of evidence (from manufacturers, distributors and vendors).

SECTOR SPOTLIGHT www.acquisition-intl.com

Ones to Watch in 2014: IP Experts

Company: HGF Limited Name: Jennifer Uno Email: juno@hgf.com Web: www.hgf.com Address: Saviour House, 9 St Saviourgate, York YO1 8NQ Tel: 01904 732 120

Jennifer Uno is Patent Director at HGF Limited, a leading UK and European firm of patent attorneys, trade mark attorneys and IP solicitors that delivers world class intellectual property services to its global client base. She works in the firm’s Engineering and Physics group, where her main clients operate in the fields of oil and gas and medical devices.

IP protection has weathered the recent economy robustly, says Jennifer Uno, Patent Director at HGF Limited. “Companies realise that protecting that which is uniquely theirs is protecting the company’s future. The companies that I work with have gone from strength to strength over the last few years.

“The main legislation impacting the sector is the ongoing developments towards the Unitary Patent, the single patent covering the EU, together with a harmonised litigation system for enforcing the new patent. Whilst the UP still has a number of major stages to complete before implementation, the details emerging of the UP have been sufficient to cause concern to some major companies, who are uncomfortable with the uncertainty in the new regime.”

Asked which sectors have seen the most activity, Uno says the oil and gas industry has been picking up pace over the last several years, with several major internationals taking over specialist companies.

“Companies are filing more patent applications than ever before,” she says, “as well as attacking their competitors’ patents through the EPO opposition procedure (and elsewhere).

“The field of medical devices is consistently strong, but the area of personal medicine has definitely seen an increase in activity. For example, the application of technology to medicine, such as the use of OLEDs for treatment regimes.

“The greatest opportunities for investment will always be in the higher risk areas of companies largely based on research and development, with some doing outstandingly well recently.”

independence will certainly pose new challenges, particularly if there is a ‘yes’ vote approving a split.

This will affect us not only economically but in less obvious ways such as the need to alter IP laws. We can only prepare as much as possible, look at the resultant outcome and advise clients candidly on the best way forward. The oil and gas industry is watching this with a keen eye in view of the Scottish claim to North Sea assets.”

Today, the whole concept of intellectual property protection is constantly moving up the boardroom agenda of companies in the UK and worldwide, Uno says. “Schemes such as the Patent Box have brought patent protection to the attention of Finance Directors, for example, who would previously have left IP to the legal team or a specialist patent department.

This change has meant that our advice has to be couched in terms that are relevant not just to the experienced patent manager, but also to the CEO. There is an increasing expectation that any business strategy will include an IP strategy. We see this as an opportunity to make our services and advice accessible to the whole of our client organisations, and we have risen to this challenge by developing deeper relationships with our clients to understand their businesses and how a strong IP strategy can help.

“

Companies realise that protecting that which is uniquely theirs is protecting the company’s future. The companies that I work with have gone from strength to strength over the last few years.

”

“The increase in the profile of IP protection has led to many of our clients seeking to enforce their patents or oppose those of their competitors, as a tool in furthering their competitive position, led by the Board rather than just specialist patent team.” n

As for challenges for the UK’s economy, Uno says, “The upcoming referendum on Scottish

Acquisition International November 2014 21

SECTOR SPOTLIGHT www.acquisition-intl.com

Ones to Watch in 2014 Barristers and QCs Over the coming pages, we catch up with and profile some major legal players from across the globe to find out what they’re doing to make sure their businesses stand out from their competitors and how they’re leading the way in their specialist areas of expertise.

22 Acquisition International November 2014

Ones to Watch in 2014: Barristers and QCs

SECTOR SPOTLIGHT www.acquisition-intl.com

Faye Ashworth

Ones to Watch in 2014: Barristers and QCs

Faye Ashworth was admitted to the Bar in 2013. She is entitled to practise in all Australian jurisdictions.

Her areas of practice include aviation; building and construction; commercial; environment; equity; insurance and reinsurance; property; mining and energy; and transport. n

Name: Faye Ashworth Address: 10th Floor Selborne/ Wentworth Chambers 174 Phillip Street Sydney NSW 2000 DX 375 Sydney Email: ashworth@tenthfloor.org Web: www.tenthfloor.org Tel: +61 02 9232 4609

harper kt / Shutterstock.com

Acquisition International November 2014 23

SECTOR SPOTLIGHT www.acquisition-intl.com

Ones to Watch

Ones to Watch Here, we continue our monthly search for the standout firms from around the globe who are changing the way their industry works, providing peerless service and achieving stunning results, both for themselves and their clients.

24 Acquisition International November 2014

SECTOR SPOTLIGHT www.acquisition-intl.com

Ones to Watch in 2015 - Venture Capitalists

Michael is the Managing Partner and founder of MPG Equity Partners LLC, where he is responsible for identifying target companies, conducting due diligence, negotiating deal terms, and managing acquired companies MPG Equity is a Chicago-based privately funded family office that invests in healthcare, business, and consumer service companies, with a focus on niche manufacturing and value-added distribution.

The firm partners with management teams to increase value by accelerating revenue growth, both organically and through complimentary acquisitions. “We are cash buyers looking for businesses with EBITDA of US$1-5m,” says Michael P. Goy, Managing Partner.

Company: MPG Equity Partners Name: Michael P Goy Web: www.mpgequity.com

“

We are attracted to companies that offer a differentiated value proposition to a larger overall market.

”

“We are attracted to companies that offer a differentiated value proposition to a larger overall market and love scalable platform businesses with recurring revenue models. One of our key differentiators is our ability to be flexible with investment strategy. MPG Equity is privately funded and can maintain a sole focus on making solid investments without the pressure of predefined fund parameters.”

Since beginning operations in July of 2013, MPG Equity has made three investments: 1. Acquisition of BrainBits (www.brainbitsllc.com / www. brainbits.co.uk): A leading tissue provider to the medical and scientific research community in the field of neuroscience with specialties in harvesting neuronal tissue using proprietary processes and media and providing chemical preparations and reagents. With offices in Springfield, Illinois and Loughborough, United Kingdom, BrainBits is a global provider of mission critical research materials to

Srini Chakwal is Founder & Managing Director of Redclays Capital Private Equity Fund, a private equity and venture capital group that invests in early stage to expansion companies. Here he tells us more about the firm and the venture capital landscape in India Currently, following the results of the Indian general elections, investor confidence has increased significantly in private equity, and venture capital investments have increased about 35% this year from a year earlier.

Company: Redclays Capital Pvt Ltd Name: Srini Chakwal Email: srini@redclays.com Web: www.redclays.com Address: Level 15, Concorde Towers, ‘UB City’, Bangalore, 560 001, India Tel: +91-80-67590477 Mobile: +91-98860-72630

Venture and early-stage investment activity compensated for the stagnant growth capital and buyout deal activity.

The segment saw 124 deals in the first half of the year, double the number of deals in the growth stage. When compared with the first half of 2013, activity in the venture capital space increased by 42%.

In the technology space, there has been a sustained increase in investments with at least 60 deals in the first quarter 2014. Around 80% of these were in the venture and early-stage category. The real estate sector also saw significant rebound. While e-commerce businesses continued to attract investor interest with more than US$760m.

The outlook is improving in India that mostly reflects the fact that the new government has pledged to prioritise economic reforms.

India: An enticing investment prospect India today is among the most attractive investment destinations globally, driven by a combination of strong economic growth, an improving regulatory environment and favourable demographics. As India continues on

leading pharmaceutical, laboratory, and neuroscience researchers.

2. Venture investment in ClearNDA (www.clearnda.com): An early stage business services company focused on reinventing the way contracts are negotiated.

3. Venture investment in MouseHouseApp (“MouseHouse”) (www.mousehouseapp.com): An iPad + web application that allows researchers in the life-sciences community to track experimental data, health, and complex breeding schemes of laboratory animals.

MPG Equity Partners is very interested in acquiring businesses where the owner is seeking liquidity for retirement or other purposes, a transition out of daily management, and the long term “Right Buyer” for business, says Goy. “MPG Equity seeks to acquire businesses with a strong employee foundation and to help generate internal inertia. We are focused on helping employees do more to help build their company. We do not have any mandated lock-up periods for company owners.

“In the right situation, we are 100% cash buyers.”

The current US business environment is competitive, says Goy. “Finding deals through popular channels continues to become more and more competitive. Firms like MPG Equity are forced to either enter highly competitive processes or be more creative with deal sourcing initiatives.”

Good investors are able to deliver more than just capital, and often the best opportunities need more than capital as well, Goy says. “One of the most important analysis we do at MPG Equity is to understand what a business needs from us in terms of capital and advice. While different opportunities demand a different mixture, this is something we always review before investing.” n

its rapid-growth path, several large investment sectors such as financial services, infrastructure and domestic consumption, especially this year significant increase in investment in E-Commerce and IT/ITES. With the government’s thrust on infrastructure and manufacturing, these sectors are expected to see greater Venture Capital & private equity deals, along with conventional investment sectors such as financial services, healthcare and Clean Energy.

Completing the deal and mitigating risk To bring success for our portfolio companies, we identity areas where the company requires support, in terms of management and in terms of providing adequate capital in case of any shortfall in working capital. During the exit phase, the investment manager consults with all the shareholders and initiates and manages the closing stage of the participation. It could be managed either through a strategic transaction like an IPO or a buy-out by another interested investor.

Venture capital faces the risks that the company managers won’t be able to pull off the planned exit strategy. They may not produce enough revenue to offer the company to the public and sell shares. Smaller companies looking for a big buyer may not be successful enough to make the grade, leaving Venture capital stuck.

When exit strategies fail, venture capitalists either cut their losses or stick around and try to turn the company around by taking a more active role in its management, assisting in areas of increasing competition. Companies are required to be super-efficient with respect to cost, productivity, labour efficiency, and technical back up, flexibility to consumer demand, adaptability and foresightedness. n

Acquisition International November 2014 25

SECTOR SPOTLIGHT www.acquisition-intl.com

Ones to Watch in 2014

Arnoud Willems is one of the founders of the Brussels office of Sidley Austin and chairs the EU trade practice.

Arnoud Willems focuses his practice in two areas.

First, he helps companies become more competitive by using the rules laid down in Trade and Investment Agreements. Second, he litigates trade matters before the EU courts and institutions. Arguably, Arnoud is the EU trade lawyer with the highest success rate in court. As a result, he currently has 17 cases pending.

Company: Sidley Austin LLP Name: Arnoud Willems Email: awillems@sidley.com Web: http://www.sidley.com/ arnoud-willems/ Address: Montoyerstraat 51, 1000 Brussels Tel: +32 2 504 6409

Chambers, The Legal 500, Who’s Who Legal, and Best Lawyers all recognise Arnoud as one of the leading individuals in the area of trade and customs law. He publishes and speaks all over the world on trade issues such as customs and the WTO accession of Russia and China, as well as on anti-dumping. One client called him “the perfect anti-dumping payer’s bulldog.”

Helping companies sell goods Arnoud mentions that, for more than five decades, the world has witnessed uninterrupted efforts to liberalise trade in goods – and with much success.

Since 1948, the average tariff for manufactured goods has decreased by more than 25% to below 3.8%. However, the costs of classification, valuation, and clearance of goods remain high.

one set of documents for import into these 30 different countries? What if all 30 countries used the same methods to classify and value the goods?

Arnoud helps companies crystallise this uniform practice by using international trade rules, such as those laid down in the WTO. Helping companies sell services Because of the historical decrease in the average tariff on goods, today’s most attractive market access opportunities lie in the liberalisation of the (growing) services sector.

Unfortunately, international trade in services is often hampered by trade barriers and domestic regulations.

But at least the OECD Services Trade Restrictiveness Index (“STRI”) makes these barriers and regulations transparent. This helps service companies identify which measures restrict trade, place their claims, and improve market access. Companies can also use STRI data to point regulators to best practices, so that the regulators can start working on closing the gap – to drive innovation, cut costs, and attract more investment.

Arnoud helps companies crystallise benefits by using the data and the rules. n

Many companies develop their products in the EU or in the US, manufacture them in Asia, and sell them to more than 30 different markets (countries).

Wouldn’t it be great if a company only had to prepare

Mishcon de Reya prides itself in providing a best-in-class service to its clients in all its practice areas

Company: Mishcon de Reya Web: www.mishcon.com Address: Summit House 12 Red Lion Square London WC1R 4QD Tel: +44 (0)20 7440 7000

Mishcon de Reya is a law firm with offices in London and New York. Founded by Victor Mishcon in a one-room office in Brixton in 1937 we now employ more than 500 people, with over 300 lawyers offering a wide range of legal services to companies and individuals.

In every area of the law that we operate, Mishcon de Reya prides itself in providing a best in class service to its clients. Specifically we offer the following legal services: corporate; dispute resolution; employment; family; private client; and real estate.

An entrepreneurial spirit - where candour and involvement are key - characterises our ability to develop and execute the strategies required to achieve our clients’ goals in all these areas.

We are an independent firm with an international footprint that extends far beyond our offices in London and New York. A large part of our business is advising on multi-jurisdictional transactions and disputes; established links with overseas practices help serve the needs of our increasingly international client base.

Our clients are dynamic and sophisticated and we reflect that in our belief in challenging the conventional or accepted ways of working. We like to solve problems quickly. We fiercely guard our clients’ interests, recognising the significant nexus between

26 Acquisition International November 2014

business affairs and personal affairs and the ways in which this affects our clients.

We appreciate the privilege of sitting alongside our clients as a trusted advisor. Building strong personal connections to our clients and their businesses is important to us. It is for these reasons we say, “It’s business. But it’s personal”. n

“

In every area of the law that we operate, Mishcon de Reya prides itself in providing a best-in-class service to its clients.

”

SECTOR SPOTLIGHT www.acquisition-intl.com

Due Diligence - An Essential Strategy for Corporate Growth

Due Diligence: An Essential Strategy for Corporate Growth

As anyone who has ever been involved in a major deal knows, it is impossible to overstate the importance of carrying out a thorough due diligence process.

But it’s an ever-changing landscape. And in the digital age, the huge rise in the use of technology has made carrying out due diligence checks a multi-layered and complex affair.

That’s why it’s crucial to stay on top of the latest developments in the industry. And so, this month, we’re once again speaking to some of the firms leading the way in the often tricky world of due diligence.

Acquisition International November 2014 29

SECTOR SPOTLIGHT www.acquisition-intl.com

Due Diligence - An Essential Strategy for Corporate Growth

Azure Partners Name: Mike Robson Company: Azure Partners Email: mike.robson@ azurepartners.co.uk Web: www.azurepartners.co.uk Address: Azure Partners, 60 Cannon Street, London EC4N 6NP Tel: 0207 100 1233

Identifying the Right Merger or Acquisition for You Azure Partners offers practical help for business owners and directors, identifying and exploiting new opportunities and creating and implementing strategies to meet the challenges businesses face. Mike Robson, Partner at Azure Partners, tells us how you can ensure an M&A deal works out how you hoped.

Corporate financiers and business brokers report a significant upturn in M&A activity now that the economy has returned to growth. You may be in the middle of a merger right now, or considering approaching another company to join forces, but the reasons behind the move are crucial to its success for your company, its employees, your stakeholders and you personally.

I cut my teeth in business in unravelling a complex merger that had failed to deliver the expected financial and operational benefits and there are numerous studies indicating that a high proportion of mergers and acquisitions fail to add value and in many cases destroy value.

Attributes of successful mergers So what are the attributes of a mergers or acquisitions that are likely to create value long term? Ask yourself which of the following you will gain: • Additional products or services you cannot easily develop alone • Technology you will own and can use, perhaps as a response to a change in your market or industry • An improvement in, or expansion of, your management or technical capability – bringing people with a wider range of skills, knowledge or experience into your organisation brings benefits provided they can work effectively together • Better or quicker access to new sectors or geography • Genuine and quantifiable costs savings you know how to implement – many synergies turn out to be illusory • Better or quicker access to a customer base or revenue stream you can exploit CEOs often cite other reasons to merge or acquire, from tax advantages to increased market share to the undervaluation of the target company. Our contention is that if you cannot be very positive that you can implement at least one of the above list you should question whether the time, expense and disruption all mergers and acquisitions create are worthwhile.

Assessing the target and due diligence If you have the right set of reasons for the merger 30 Acquisition International November 2014

or acquisition and you believe you can strike an acceptable deal you need to consider the due diligence stage. We believe that financial and legal due diligence is usually done well but that the more important non-financial due diligence is often done badly or ignored completely leading to the high failure rate described above.

Sometimes acquirers use the “Art Critic” approach: “It looks and feels right, so we should do it,” rather than the airline pilot approach of, “Let’s identify the things that can go wrong and check them in a structured way, before we take off.”

When we are assessing a merger or acquisition we look closely at seven key operational areas in addition to the legal and financial aspects of the deal: • Vision and strategy: How do the two organisations define success, how do their business strategies fit together, what should the group look like in two years’ time and how do we define and measure the success or failure of the deal?

• Marketing: How do the targets value proposition, products and services map to ours and can we credibly combine them? Are the routes to market complementary and can we make 1+1=3 by combining them?

• Sales: Is their sales methodology well defined and implemented and does it fit with our corporate values? Can we keep their successful sales people and are the pay and incentive programmes compatible? Why will their sales force be successful in selling our products and services and vice versa?

• Innovation of products and services: How do their innovation processes fit with ours and can we bring things to market we could not do individually?

• Operations: Do we gain valuable facilities, can we rationalise suppliers or negotiate better terms, will our distribution and IT systems work well together?

Crucially how will potential gains be realised and who is going to make it happen? What expertise do we gain and how can we keep it?

• Culture: Do the core values, work ethic, remuneration policies and the decision making processes of each company match? If they do not and you do not have a plan to overcome the

problem the expected benefits of the deal can easily be lost • Management: Making an acquisition and ending up with poor or incompatible management reduces your opportunity for growth and can destroy value in your company. Investors often say that the quality of the management team is of greatest importance when assessing and investment but many (perhaps most) are very poor at assessing their management and how well they will work together. Post-acquisition leadership and management are key to success.

Take time to get it right, and get external help.

Azure Partners work alongside the boards of progressive companies from their earliest stages though growth and maturity to preparing them for sale or flotation. We have the skills, the commercial experience and the necessary knowledge to significantly enhance the value of your business. n

“

Sometimes acquirers use the ‘Art Critic’ approach: “It looks and feels right, so we should do it,” rather than the airline pilot approach of, “Let’s identify the things that can go wrong and check them in a structured way, before we take off.

”

SECTOR SPOTLIGHT www.acquisition-intl.com

Due Diligence - An Essential Strategy for Corporate Growth

Mark Cappell , Founder and Managing Partner of CappcoPartners, tells us why an analysis of a target company’s sales and marketing capabilities is an important part of the due diligence process.

Why do 75% of mergers and acquisitions fail to add value to investors, and why do 82% of UK midmarket investments fail to meet their organic growth plans?

Our view is that UK investors fail to assess in detail the sales and marketing capabilities and the ability to execute for their investments.

Company: CappcoPartners Name: Mark Cappell Email: mcappell@ cappcopartners.com Web: www.cappcopartners.com Address: Green Park House, Stratton Street, London W1J 8LQ Tel: +44 01483 208133

The due diligence process is a key activity in capital raising and M&A as it is the point where the potential for value creation and the purchase price is determined. Sales and marketing capabilities and functions provide the most significant insight into the company’s potential for growth.

Most acquirers perform detailed and expensive financial and strategic due diligence to assess the current state and potential of the target company prior to an investment. Investors who have prioritised growth are now looking in more detail at the target company’s ability to deliver the growth plan. As a result, the due diligence process is focusing more time and effort on sales and marketing operations

commercial, financial and legal due diligence the work traditional due diligence firms provide, and ensures the investor understands the full potential and risk for growth. Incorporating a sales and marketing assessment into the due diligence process and combined with commercial and financial due diligence will give investors a true 360 degree view of their potential investment’s ability to deliver their growth plan There is a lack of quality information provided to investors as a detailed assessment of the target firm’s sales and marketing operations are usually not included in the due diligence. Strategic and financial due diligence performed without a detailed assessment of the sales and marketing operations completed by experience staff falls short, and can be risky. Here are two common mistakes which contribute to an inaccurate assessment: • Most due diligence firms analyse the pipeline information they receive and do not question the pipeline methodology, as they simply add the numbers up and report on the outcome • Sales teams are incentivised to be overly positive regarding their potential sales and most due diligence organisations are staffed by inexperienced or junior financial professionals who have never sold or been involved in marketing, so it is possible deceive these analysts. n

An analysis of the sales and marketing capabilities and ability to execute should be included in the due diligence process which complements the

Acquisition International November 2014 31

At Merrill DataSite, security means everything to us.

At Merrill DataSite security means everything to us and protecting your data is our priority.

Security is at the heart of the infrastructure, people and processes used to manage your Merrill DataSite VDR and we provide an unbroken chain of custody over your confidential data to guarantee it always remains secure.

Choose Merrill DataSite – the smart, simple, secure global partner in your deal.

To find out more, or to arrange a demonstration of our VDR solution, call us on +44 (0) 845 602 6916, email us at info@datasite.com, or visit www.datasite.com today.

www.datasite.com

SECTOR SPOTLIGHT www.acquisition-intl.com

On the Rise: Private Investigations 2014

On the Rise: Private Investigations 2014 Despite the myriad benefits, many businesses around the world remain completely unaware of the role a private investigator can play in solving countless important issues.

Potential investors requiring a due diligence investigation, decision makers needing comprehensive background checks or even firms looking to resolve problems with employees who have wronged them are all classic examples of individuals or organisations that could profit from the expertise brought to the table by an experienced private investigator.

Over the coming pages, we have carefully selected a few of the world’s leading investigators to join us in outlining exactly what working with a PI can do for your business and the risks that come with choosing to go it alone.

Acquisition International November 2014 33

SECTOR SPOTLIGHT www.acquisition-intl.com

On the Rise: Private Investigations 2014

Company: Vega Investigazioni Snc Email: info@ vegainvestigazioni.it Web: www.vegainvestigazioni.it Address: Via Fieschi 18 – Genoa - Italy Tel: +390105959049

More and more companies are now seeing the value of hiring private investigators to help in a wide range of business issues. Valerio Bottino and Dario Rizzini, members of Vega Investigazioni Snc, tell us why.

Vega Investigazioni Snc was established in 1998, based in Genoa, Italy. The firm was initially focused on the field of investigations on behalf of insurance groups aiming to identify possible fraud. The firm subsequently developed professional relationships with leading law firms in Italy, and it now specialises in matters relating to the insurance sector, employeerelated matters, unfair competition, research on national and foreign assets and the collection of information (so-called due diligence) both nationally and internationally.

Vega Investigazioni is distinguished by its high level of professionalism with which cases are analysed, the times in which they are guaranteed answers, respect for values and the confidentiality of the information received. The experience and contacts acquired over the years allow Vega Investigazioni to cover both the whole of Italy and beyond.

Due to the global financial crisis, the investigations field has suffered a sharp decline when it comes to private individuals, says Valerio Bottino of Vega Investigazioni. “However, in terms of investigations for companies – Vega Investigazioni’s field of expertise – the trend has remained unchanged. In recent years, Vega Investigazioni has increased its turnover and its workforce exponentially.”

The sectors that are currently growing, Bottino says, are research-related assets from creditors, and especially the collection of information (due diligences). Nowadays, the ability to know where a debtor has hidden his money or being able to know the state of health of a company with which to do business, it is definitely a great investment in order to avoid going to bout partnership bankruptcy.

The instrument of the research of information is increasingly being used also for the sole purpose of being able to decide the best strategies.

Sometimes appears that, despite the many benefits they offer, there are still many people and 34 Acquisition International November 2014

organisations who are unaware of exactly what role a private investigator has to play in their business.

Why? “In many parts of the world, the private investigator is still seen as a person who operates in the shadows and lawlessness,” says Dario Rizzini, of Vega Investigazioni. “In reality the professional private investigator is a person who has studied and targeted work within the law by offering their contribution which, in most cases, can be used in a legal manner.

In recent years we are beginning to see some great synergies with legal firms. Often now certain law firms collaborate almost daily with a detective agency in helping clients who have critical issues in business, or studying together with the strategic guidelines to better address a dispute or just to set it up.”

Many law firms still do not recognise the full potential of a private investigator, despite evidence that the law firms that frequently use private investigators have a better chance of success, says Bottino. “The private investigator, with their training and mindset, is accustomed to dwell on the details that elude most people, and this can often prove to be the trump card.”

The demand for private investigators is on the rise, and Rizzini attributes this to increased professionalism in the field, and the increased recognition that private investigators make a valuable contribution to the success of a case. “It is evident that the instrument of private investigations for the collection of information is increasingly required by companies who need to set their own strategies in some manner, without running the risk of wasting resources.” n

“

The private investigator, with their training and mindset, is accustomed to dwell on the details that elude most people, and this can often prove to be the trump card.

”

SECTOR SPOTLIGHT www.acquisition-intl.com

On the Rise: Private Investigations 2014

Optimal Risk has extensive experience in investigations, surveillance, due diligence, asset tracing and IT forensics and cyber security. Managing Director, Mike O’Neill, tells us why companies are seeing the services his firm provides as increasingly vital.

The current state of the UK’s business environment is encouraging, says Mike O’Neill, Managing Director at Optimal Risk Management, which is based just outside London and operates all over the world. “We are seeing M&A activity picking up plus a lot more joint ventures and trading with new partners and regions. This has led to a rise in demand for due diligence checks on potential partners.”

Company: Optimal Risk Management Name: Mike O’Neill Email: mike@optimalrisk.com Web: www.optimalrisk.com Address: SoanePoint, 6-8 Market Place, Reading, RG1 2EG Tel: 0870 766 8424

The financial services sector continues to look very healthy, says O’Neill. “High tech is doing well but manufacturing also seems to be enjoying a resurgence.”

Optimal Risk provides tailored risk management solutions to clients across a wide range of sectors.

But it sometimes appears that, despite the many benefits they offer, there are still many people and organisations which are unaware of exactly what role a private investigator has to play in their business.

Why is this? “Many people have an old fashioned view of private investigators,” says O’Neill. “Modern corporate investigators have to understand business processes, master technology, understand legislation and be comfortable working internationally. We have to show how we help business protect their bottom line and their reputations proactively.”

Asked for the most common reasons why a firm may hire a private investigator, O’Neill says, “We encourage our clients to engage us in their business process so they limit their risk exposure. Private investigators provide a range of services to clients.

These include: due diligence; asset tracing and identification; fraud investigation. This will provide clarity into situations, identify fraudulent activity, trace stolen assets and provide investigative support to lawyers preparing litigation.”

The demand for private investigators is today on the rise. The key reason for this, O’Neill says, is that law enforcement is unable to provide enough resources to deal with crime against business. “People are beginning to understand the value of protecting themselves.” n

“

We encourage our clients to engage us in their business process so they limit their risk exposure.

”

Spain Process Services & Legal Consultants Spain Process Services and Legal Consultants offer all the services of an international enquiry agency.

Company: Spain Process Services and Legal Consultants Name: Ingrid Howatson Email: admin@sps1.eu Web: www.sps1.eu Address: PO BOX 101, 30710 Los Alcazares, Murcia, Spain Tel: 00 34 697298017 00 34 673175826

Spain Process Services and Legal Consultants are Enquiry Agents with many years of experience, offering a wide range of comprehensive services on an international basis with complete confidentiality at all times.

Situated on the Costa Calida, Murcia, Spain, the firm’s owners, Ingrid and Rick Howatson, who speak English, Spanish, German and Russian, provide a national coverage of mainland Spain and outer islands. They offer all the services of an international enquiry agency, and have specialist operators in marine matters.

They are ideally placed to carry out process services, with their dedicated team of process servers. They also have agents and associate offices throughout the UK and worldwide.

Some of the most common reasons why a firm may hire a private investigator include tracing debtors, fraud and infidelity evidence and process serving, Howatson says.

It appears that, despite the many benefits they offer, there are still many people and organisations who

are unaware of exactly what role a private investigator has to play in their business. “It’s all down to how you present yourself – honesty, reliability, speedy results – and also to inform the client from the outset that there is never a guarantee for a positive result in favour of the client” Howatson says.

The demand for private investigators is today on the rise. A reason for this, says Howatson, is the failure of the authorities to take people seriously and they do not have the time to assist!!!

Howatson adds that, in Spain, the cooperation between private investigators and law enforcement could be better and more professional.

As for the alternatives to hiring a private investigator, Howatson says there is only one option: to do it yourself. n

“

The demand for private investigators is today on the rise.

”

Acquisition International November 2014 35

SECTOR SPOTLIGHT www.acquisition-intl.com

Cyprus: Rising from the Ashes

Cyprus: Rising from the Ashes After suffering a crippling recession, Cyprus is now laying the foundations for a promising future.

We’ve spoken to three firms in the Mediterranean nation to find out more about what lies ahead.

Acquisition International November 2014 37

SECTOR SPOTLIGHT www.acquisition-intl.com

Cyprus: Rising from the Ashes

Company: Royal Crown Insurance Company Ltd. Name: Anthie Zachariadou Email: info@ royalcrowninsurance.eu Web: www. royalcrowninsurance.eu Address: Mnasiadou 14-20 Nicosia 1065 Cyprus Tel: +35722885555

Anthie Zachariadou is Executive Director at Royal Crown Insurance Company Ltd.

Royal Crown Insurance was acting as sole agent for Royal&SunAlliance until 1999 when it was established as a Cypriot company, naturally suceeding Royal’s successful operation that had been active in Cyprus since 1922.

“We are one of the largest private non-life insurance companies on the island, and specialise in property and liability insurances,” explains Anthie, telling us a little more about the form’s background.

“We provide quality services by educated, welltrained and experienced employees, consultants and associates, and through our wide network of accredited insurance agents. We are among the most reputable companies, mainly due to our claims settlement practices. We are committed to justice and integrity in compensating clients and third parties.

“We firmly believe in loyalty and good faith in all our transactions. We are proud to enjoy a long-term partnership with Swiss Re, one of the most robust and credible reinsurance companies worldwide.”

Anthie continues to explain how the business environment is faring. “At this time, the business environment is quite gloomy, as the effects of the economic turmoil the country has found itself in are becoming apparent,” he states. “Unemployment rates are rising. Small-to-medium businesses, which have traditionally been the core of our economy, have suffered the most damage, mainly due to lack of cash flow in the market and the banks’ tenacity towards lending. They are forced to close down or significantly reduce costs, thereby affecting the rest of the market.”

There are, however, sectors that are still very active and these are within the services industry, as Anthie tells: “Company formation, tax planning, trusts, foreign exchange trading, fund administration etc.

38 Acquisition International November 2014

are all strong segments of our business industry and the country has continued to attract and retain business regardless of the downturn. The tourism industry is also doing well, despite the crisis. We have noticed certain innovative initiatives popping up, specifically in the arts and entertainment sectors. The construction industry has become idle due to limited funds, and, for obvious reasons, the luxury retail sectors, including vehicle sales and branded clothing, are certainly less active than they were before March 2013. Our own area, insurance remains active, as it is a commodity, albeit amongst changes in consumer behavior and needs.

“We are seeing interest by foreign investors and plans are already in the way for the development of large projects, such as luxury resorts, golf courses, malls and theme parks. It is also important to note that our two largest banks are now mostly controlled by foreign investors. One of the greater opportunities lies in our energy sector, as gas reserves identified in our offshore blocks are enough to allow Cyprus to hope to become a gas exporter in the future.”

After says Anthie, “There is still uncertainty within the banking and financial sectors. Tentativeness towards lending leads to stagnation in the market and hinders economic growth, as non-performing loans are increasing constantly. On the other hand our systemic bank, the Bank of Cyprus was recently recapitalised, our banks have passed the ECB stress tests, and the foreclosure bill saga has fortunately been resolved.

These developments led to upgrades for Cyprus by rating agencies, and we hope to have a glimpse of a much-needed economy restart in the near future”.

“Short-term, the main challenge facing the economy is stabilising the banking system, tackling the NPLs, increasing liquidity and fully lifting remaining capital control. Fiscal reforms and the restructuring of the public sector are to be tackled. Two huge

challenges that are included in the memorandum, and are already creating political mayhem, are the implementation of an overdue National Health System and the privatisation of semi-governmental organisations. In the meantime, opportunities for foreign investment on the island are ample, and, despite its difficulties, Cyprus retains its position as a strong business services centre.”

And what of Royal Crown’s plans for the future?

Anthie tells us more.

“At present, we do not seek to grow, but retain profitability. We aim towards customer retention, always within strict underwriting guidelines and are on the lookout for changing insurance needs which we do our best to accommodate.” n

“

We are one of the largest private non-life insurance companies on the island, and specialise in property and liability insurances.

”

SECTOR SPOTLIGHT www.acquisition-intl.com

Company: Koushos Korfiotis Papacharalambous LLC Address: 20 Costi Palama Street “Aspelia” Court, 1st-2nd floor, Nicosia 1096, Cyprus Email: info@kklaw.com.cy Web: www.kklaw.com.cy Tel: 00357 22664555

Cyprus: Rising from the Ashes

Koushos & Korfiotis Advocates and Legal Consultants was established in 1977, by two young and prominent lawyers, Kyriacos J. Koushos and George Th. Korfiotis. The firm with the passing of the years had grown steadily to one of the leading law firms in Cyprus providing legal services in all areas of law. In July 2014, Loizos Papacharalambous, Eleni Papacharalambous and Coralia Papacharalambous and their key associates have joined the firm and from then on, a new firm was born namely KOUSHOS KORFIOTIS PAPACHARALAMBOUS LLC.

Banking and Financial Services Law; Competition Law; Corporate, Commercial and Tax Law; Corporate Finance Law; Employment Law; Family Law; Insurance; International Contracts; Litigation; Medical Negligence; and Real Estate Law.

The firm currently consists of 12 partners and a personnel of more than 40 employees. A firm which is comprised of 20 efficient and reliable lawyers of different educational backgrounds, and capable of dealing with cases in all areas of law, as well as having their own specialized fields.

“

Our aim is to provide our clients with the best and most coherent legal advice and services.

As the firm is comprised of efficient and reliable lawyers of different educational backgrounds, we are capable of dealing with cases of all areas, as well as having our own specialized fields, in the aim of providing our clients with the best and most coherent legal advice and services.

Due to the long established experience of the lawyers of our firm and their legal expertise, each in their respective specialized fields, our firm is in the privileged position to provide our clients with outstanding zeal and most coherent legal advice in almost all areas of law. n

Our aim is to provide our clients with the best and most coherent legal advice and services.

”

Koushos Korfiotis Papacharalambous Advocates and Legal Consultants is engaged in a number of practice areas. Here are some of our main practice areas: Administrative Law; Alternative Dispute Resolution;

Michael Vorkas & Associates LLC, Advocates – Legal Consultants has been active since 2002 and provides a broad range of services

Company: Michael Vorkas & Associates LLC, Advocates – Legal Consultants Address: 95 Archbishop Makarios III Ave. Charitini Court, 1st floor, Office 102 1071 Nicosia, Cyprus Email: info@vorkaslaw.com.cy Web: www.vorkaslaw.com.cy Tel: +357 22 518 777

The law firm Michael Vorkas & Associates LLC, Advocates – Legal Consultants, which is now continuing the activities of the partnership Vorkas & Miliotou, has been active since 2002 and provides a broad range of services. Our office has developed a widespread activity in handling cases in almost all legal areas. We are committed to offering excellent services, which are based on personalizing the advice given to our clients and the speed with which we respond to their demands.

The office has concluded cooperation agreements with other law firms abroad in their respective areas of legal services, in cases with international character.

We are proud of the growing number of high profile clients who rely on our legal team for the support of their business operations.

Our practice areas include: Immigration Law; Commercial and/or Corporate Law; Tax Law; Maritime Law; Intellectual Property Law; Family Law; International Dispute Resolution and International Arbitration; Administrative Law; Civil and Criminal Appeals; Labour Law; Civil Law; Inheritance Law; Rent Control Law; and Bankruptcy Law. Here at Michael Vorkas & Associates, we are proud to serve a growing number of high-profile clients who count on us for prompt and valid legal support. They know that our personal involvement leads to positive results.

As an entrepreneur in today’s global marketplace, you may be looking for an adviser who can help you develop your cross-border business or identify investment opportunities, and at the same time handle any personal legal affairs.

Our track record proves that we can help – and we are always only a phone call away. n

“

Here at Michael Vorkas & Associates, we are proud to serve a growing number of high-profile clients who count on us for prompt and valid legal support. They know that our personal involvement leads to positive results.

”

Acquisition International November 2014 39

SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Global Accountancy Review

2014 Global Accountancy Review What have been the major challenges facing accountancy firms around the world in 2014?

We spoke to two leading firms to find out.

40 Acquisition International November 2014

SECTOR SPOTLIGHT www.acquisition-intl.com

2014 Global Accountancy Review

Restructuring Services professionals in Deloitte member firms around the world specialise in providing in-depth business and financial advisory services to companies, their creditors, their equity holders, the legal community, bank syndicates, and other interested parties in both in-court and out-of-court restructuring. With strong experience in nearly every major industry and extensive service capabilities, the network of RS professionals are able to serve the complex needs of their clients.

Years of experience in transaction-based, complex restructurings provides the basis to ask the appropriate questions and prioritise work in a way that enables our professionals to deliver meaningful answers for a specific company, its lenders and other stakeholders.

Company: Deloitte Name: Andrew Grimstone, UK Head of Creditor Advisory Restructuring Services Email: agrimstone@deloitte.co.uk Web: www.deloitte.co.uk Address: Athene Place, 66 Shoe Lane, London, EC4A 3BQ Tel: +44 020 7936 3000 Fax: +44 20 7583 1198

The Deloitte RS practice comprises 4 principal Service Offerings: • Financial Restructuring Advisory • Contingency Planning & Insolvency • Turnaround & CRO Services • Portfolio Lead Advisory Services We have approximately 350 dedicated RS professionals in the UK (over 1,500 worldwide in Deloitte member firms) and over 30 RS partners (over 180 in Deloitte member firms worldwide) operating in all major markets regularly supported by specialists from other service lines notably Valuation, Debt Advisory, M&A, Forensics and RS Tax. We also have access to, and regularly call on the deep industry expertise that exists across Deloitte.

The Accounting Advisory Services practice was established in Luxembourg in 2007 to provide accounting and corporate solutions to a wide-ranging and expanding client base. Since then, the practice has grown year-on-year and now employs around 40 professionals from accounting, audit and tax backgrounds.

Company: KPMG Luxembourg Name: Eric Wilhelm Email: eric.wilhelm@kpmg.lu Web: www.kpmg.lu Address: KPMG Luxembourg S.à r.l., 9, Allée Scheffer, L–2520 Luxembourg Tel: +352 22 51 51 2905 Fax: +352 22 51 71

Being based in Luxembourg provides us with a robust and constantly evolving environment in which to operate and we are required to anticipate and adapt to a new set of challenges arising each year.

For example, since the global financial downturn, we have sought to create efficiencies in terms of process and output, the benefit of which we can then pass to our clients. Our customers have always been open to this approach and have welcomed it.

Recent times have obviously been challenging, but overall I would say that 2014 has been a good year for the accounting industry as a whole. We have seen growth in certain key areas and don’t believe that this has finished yet. Of course, as we all know, external challenges have emerged, however, in my experience of the industry in Luxembourg, whenever we have encountered similar challenges in the past, firms have always risen to overcome them.

Opportunities for Distressed Investing In recent years there has been significant uncertainty across Europe in response to the sovereign debt crises in South Europe, global downturn in consumer confidence and more recently commodity prices and the growing threat of recession. Despite these pressures on business, restructuring activity has been subdued due to the buoyant High Yield markets and the influx of liquidity from funds and other investors looking to put money to work in Europe.

It is evident that there is substantial appetite to invest in Europe, particularly from funds looking for opportunities to generate returns by acquiring debt at below par and participating in or driving a restructuring in whatever form that might take.

Refinancing and asset sales are also generating returns for those lenders with the liquidity and balance sheets to continue their lending relationships with underperforming or stressed corporates, even if this is only providing treasury facilities.

The European Central Bank’s (ECB’s) Asset Quality Review (AQR) programme has been a driver of activity in 2014 and we expect this to continue into 2015. Financial institutions across the Eurozone are working with a range of advisers to meet the ECB’s requirements, planning the actions required to sustain their capital bases and deleverage across their asset portfolios. This has increased the level of debt trading and transaction activity, introducing new stakeholders with a different view and approach to underperforming or stressed corporates, as we have seen in the UK and Ireland. n

that will reap huge benefits to our clients, both from an operational and financial point of view and, as we operate in a truly international environment, our projects have been focused on closing the gap between our clients overseas and their operations in Luxembourg.

Of course, a large part of our strong performance must be attributed to our highly driven and professional staff, who are not only on the front line when it comes to maintaining and enhancing our client relationships, but also when providing a high level of technical expertise to support this. For us, our success and growth can only be maintained by the continuous investment in and training of our people.

Looking to the future, the accountancy industry will certainly not stand still and we will face a new set of challenges each and every year. However, I am confident, based on experience, that the industry will evolve and meet these challenges with the same pragmatic approach that it always has. Challenges always create opportunities and we at KPMG, given our expertise across audit, tax and advisory, are perfectly positioned to identify and capitalise on any opportunities as they arise. n

In terms of our business, here in Accounting Advisory, 2014 has been a strong year for us. We have been careful with the growth path we have followed and are keen for the quality of our output to remain constant, while continually seeking to improve upon it. We have focused on developing projects

Acquisition International November 2014 41

SECTOR SPOTLIGHT www.acquisition-intl.com

Cape Verde 2014 - Rising for Success

Company: PwC Name: Liza Helena Vaz - Tax Manager Email: liza.helena.vaz@ pt.pwc.com Name: Nikolai Barbosa – Audit Manager nikolai.alexis.barbosa@ pt.pwc.com Web: www.pwc.com

Cape Verde 2014 - Rising for Success With a favourable geographical location and political stability, Cape Verde has great potential.

Liza Helena Vaz and Nikolai Barbosa from PwC tell us more about why the former Portuguese colony is an excellent place for foreign investors who intend to develop their business in Africa.

Cape Verde, home to more than 500,000 people, is an archipelago of 10 islands, located 570 km off the coast of Western Africa. A former colony of Portugal, with which it maintains strong links, it is closely associated with the European Union.

Cape Verde is multi-party parliamentary republic and one of the most stable democratic systems in Africa, according to the OCED. Due its social and political stability and good governance, Cape Verde has entered several agreements and partnerships with EUA (for example the African Growth and Opportunity Act) and EU countries (for example the Exchange Agreement with Portugal which grants a fixed rate between Cape Verde´s Escudo and the Euro, Fishing Agreement with EU), benefiting from a special partnership with EU.

Cape Verde also benefits from the Millennium Challenge Corporation Program (MCC), a USA foreign aid agency that is helping lead the fight against global poverty. It is managing directly and locally the MCC funds, benefiting currently from the 2nd package destined to help water and sanitation sector and the land management sector in an amount that should not exceed US$62,230,000.

Also, Cape Verde is member of several international organisations such as, among others, the World Trade Organization (WTO), CPLP (Community of Portuguese Language Countries) and ECOWAS (Economic Community of West African States).

The regional integration of ECOWAS can be seen as a good opportunity for Cape Verde to promote the internationalisation of the companies operating therein, through production and exportation of goods

(under favourable conditions, like an exemption from custom duties) and providing services to the countries of such African region.

Additionally, the geographic location of Cape Verde allows it to set up as a hub for (EU) investment in Africa, considering the similarity between Cape Verde and Portuguese tax legislation, as well the treaty to avoid double taxation signed between Portugal and Cape Verde and special provisions in the Portuguese tax law that provide for interesting alternatives to structure foreign investment in Cape Verde through Portugal.

The International Business Centre of Cape Verde (ICB) is intended to attract foreign direct investment, with the purpose of diversifying and modernising the archipelago economy. This ICB could be used as a platform to provide services to EU and USA and other African Countries.

Economically, Cape Verde is oriented mainly to the services sector due the lack of natural resources that include water shortages resulting from a long-term drought, and poor soils for agriculture. This fact explains the extremely dependence of Cape Verde on the importation of goods and the deficit of its balance of payments.

The economic and financial environment of Europe has negatively impacted the financing of the economy of Cape Verde through the reduction of foreign investment, public aid, exportation of goods, as well the remittances from the emigrants. Cape Verde has more citizens living abroad than living therein; such large community of emigrants contributes to the economy of the country through the money remitted.

The Cape Verde Government has defined a group of areas and activities (clusters) considered relevant to the development of the country and its ability to attract foreign investment in, among other sectors, tourism, sea activities, technology and renewable energies.

42 Acquisition International November 2014

SECTOR SPOTLIGHT www.acquisition-intl.com

Tourism and renewable energy are the main activities of the country considering the natural conditions of the island: sunshine, beaches and wind during almost all the year.

Cape Verde has been promoting its beautiful beaches to foreign investors. The investment in tourism and the construction of resorts and hotels has attracted several foreign investments from the year 2006 until the economic crisis that started in 2008.

Nevertheless, the crisis in North Africa has shown Cape Verde as alternative location for tourism, contributing to the increase of the tourism on the archipelago.

Sea activities show a great potential for developing the economy of Cape Verde and attract foreign investment. Within this scope, several activities could be explored as fishing, fish industry, construction and development of ports and others related infrastructures. Over the last years, some foreign investment was made on this area, like, among others, a factory fish processing located in Mindelo oriented manly to export, besides supplying the internal market.

Cape Verde 2014 - Rising for Success

Cape Verde has however several challenges to deal with on its journey to development. Among others, the major challenges are related with granting more quality in the tourism sector and this goal can be achieved for example, by improving and increasing the training of personal allocated to such sector and improving air connections. In order to improve the industry, production and exportation, the threats are related with the price of the oil, the lack of water and electricity and lack of transportation connections.

Reform of the Public Administration, through the modernization and implementation of procedures are necessary steps for further development.

Nevertheless, Cape Verde has started the reform and modernisation of public administration, for example regarding the tax administration, it currently being possible to submit periodical tax forms and statements electronically.

Currently, the world has put its eyes on Africa as the new route for development and economic growth, based on this environment and on the above: Cape Verde is as an excellent place for foreign investors who intend to develop their business in Africa. n

“

Cape Verde is multiparty parliamentary republic and one of the most stable democratic systems in Africa, according to the OCED.

�

Acquisition International November 2014 43

SECTOR SPOTLIGHT www.acquisition-intl.com

The Caribbean: The Heart of the Americas

Company: ParrisWhittaker Name: Jacy Whittaker Email: jw@parriswhittaker.com Web: www.parriswhittaker.com Address: Suite 10, Seventeen Centre Bank Lane P.O. Box F-43018 Freeport, Grand Bahama The Bahamas Tel: +242 352 6110 +242 352 6112

The Caribbean: The Heart of the Americas Jacy Whittaker, Partner at ParrisWhittaker, an award-winning law firm providing expert, incisive legal advice across sectors and industries, tells us why the Bahamas has a lot to offer in the global marketplace.

Like other regions, the Bahamas continues to enjoy the fruits of an economic upturn after a challenging period of considerable uncertainty, with figures suggesting a GDP growth rate of 1.9% in 2013, with 1.8% in 2012 and 1.7% in 2011 (adjusted for inflation).

“Economic growth is making itself felt across a range of sectors and industries,” says Jacy Whittaker, Partner at Bahamas-based law firm ParrisWhittaker. “Offshore investors continue to be drawn to the region’s beneficial tax regime, and a revitalising of the tourist industry is seeing the beginnings of a return to growth in commercial real estate. With a general sense of increased optimism and willingness to invest, we are seeing more vitality in the business sector, both with established businesses looking to grow, and with new concerns springing up. It is of course inevitable that not all businesses will meet with success, and the economic upturn is one which should be greeted with cautious optimism, but we are pleased to continue to work alongside Bahamian business to help see a return to a more thriving economic climate.”

The Bahamas’ geographical location is crucial to its continued economic success, on a number of levels, says Whittaker. “Our vibrant maritime and shipping industry – which is a big factor in our own large maritime and shipping practice – is dependent on the Bahamas having one of the world’s largest and busiest container ports. In addition, the tourist industry is crucial to the region’s growth and prosperity, and the Bahamian climate and location is of course central to its status as one of the world’s most sought-after holiday destinations. This has considerable implications for drawing investment from overseas in the form of high-value commercial real estate purchase, and in providing jobs both for domestic and international workers.

44 Acquisition International November 2014

“Businesses can take advantage of the opportunities presented by the Bahamas on numerous levels.

The region has very distinctive advantages above other regions in the global markets: for example, its unique tax regime creates a very appealing prospect for those looking to invest off-shore. Those seeking a safe, secure and well-regulated shipping industry would do well to consider taking advantage of the Bahamas, which continues to enjoy its status as one of the world’ s leading container ports.

“Perhaps businesses which would most benefit from the region’s unique position in the world marketplace are those which thrive most on the tourism industry.

This might range from multi-national corporations in the leisure and tourist industry looking to make a significant real estate investment, to medium-sized leisure concerns and small business and sole traders. It is important to see the tourist industry as generating far more business than those which first spring to mind when thinking of the entertainment and leisure markets: food wholesalers and certain manufacturing industries, for example, benefit from the needs of the tourist industry.

“We would advise businesses looking to exploit the benefits of the region to engage with ParrisWhittaker very closely before making any investment or implementing any growth plans: our unique and in-depth understanding of what makes the Bahamas such a tempting prospect for business, and our expertise in the legislative and regulatory demands of the region, can make the difference between a business thriving and failing. It is never enough to approach business with enthusiasm and optimism (though these are of course essential): a thorough understanding of the legal framework, and close working alongside legal experts, is crucial.”

In many ways, the Bahamas already has a considerable advantage over others in terms of attracting overseas investment because of its status as an offshore haven, Whittaker says, with offshore investment bringing numerous benefits alongside the more obvious tax benefits. Diversification, asset protection and confidentiality are all tempting prospects for overseas investors, he says.

“In the Bahamas, all offshore investment is rigorously regulated – which accounts for its high status in the world financial markets. Falling foul of offshore regulatory requirements can be devastating for any business, and ParrisWhittaker works closely alongside offshore investors to prevent any unintended non-compliance.”

The Economic Commission for Latin America and the Caribbean (ECLAC) has recently reaffirmed its commitment to continuing to support small island Caribbean states. “We are aware of ECLAC’s recently revised economic projects for growth across the Latin American and Caribbean region,” says Whittaker.

“Whilst there are likely to be a number of factors contributing to this estimation – such as investment not yet being on a par with previous periods of higher economic growth – we would caution that businesses should not view this estimate as anything more than a projection. In common with the global marketplace the region’s return from a period of considerable economic difficulty is slow, but we hope that it is certain, and we continue to work alongside investors both from the region and from overseas. ECLAC’s announcement that it is to continue to support small island states and Caribbean Aviation day was very welcome – and, we believe, indicative of a general sense of increased optimism in what the Bahamas has to offer in the global marketplace.” n

SECTOR SPOTLIGHT www.acquisition-intl.com

Puerto Rico: An Island of Opportunity

Company: FPV & Galíndez CPAs PSC Name: Kenneth Rivera-Robles & Axel Ramirez-Santana Email: kenneth@fpvgalindez.com & axel@fpvgalindez.com Web: www.fpvgalindez.com Address: PO Box 364152 San Juan, PR 00936-4152 Tel: +1 (787) 725-4545

Puerto Rico: An Island of Opportunity Kenneth Rivera and Axel Ramírez are Tax Partners at FPV & Galíndez, CPAs, PSC. FPVG is one of the 10 largest CPA firms in Puerto Rico with approximately 70 employees. The firm specializes in Healthcare, Telecommunications, Construction, Distribution and Higher Education Institutions. However, it is a full service firm and can provide services to all types of clients doing business in Puerto Rico.

Rivera and Ramirez tell us more about the country and jurisdiction they operate within.

“We are a Commonwealth of the United States, which means that we can travel freely, use the same currency, and local products can be imported in US without major requirements. Geographically we are fairly close to US since we are less than three (3) hours away from Florida by plane. However, we are also very close to Central and South America.

Therefore, the Island has been used as bridge or platform to transfer services and goods from the United States to other countries in such regions.

Our education system is very solid and accessible.

Infrastructure in the Island is very well developed.”

The pair embellish on the current business environment in Puerto Rico.

“Business has become very competitive and challenging due to the changes in the global market and the existing business conditions. In particular Puerto Rico is undergoing a change from a mainly manufacturing economy to one devoted to services, tourism, and aero-space, while maintaining manufacturing activities.”

With regards to the future, Rivera and Ramirez expect to see more new opportunities emerging.

“We have had our share of challenges but we are looking forward to the future and are very enthusiastic about opportunities for new enterprises that locate in our Island. You will find our people to be very capable, bilingual and knowledgeable about technical matters. Please feel free to contact us if more information is desired about the Island and the business opportunities that lie within.” n

Acquisition International November 2014 45

SECTOR SPOTLIGHT www.acquisition-intl.com

Cracking Down: Anti-Money Laundering

Company: Paul Hastings Address: 875 15th Street, N.W. Washington, D.C. 20005 Web: www.paulhastings.com Tel: +1 202 551 1700 Fax: +1 202 551 1705

Cracking Down: Anti-Money Laundering Paul Hastings’ US-based lawyers deliver innovative solutions to many of the world’s top financial institutions and Fortune 500 companies.

Paul Hastings is a leading international law firm that provides innovative legal solutions to many of the world’s top financial institutions and Fortune Global 500 companies. With a strong presence throughout Asia, Europe, Latin America, and the US, we have the global reach and extensive capabilities to provide personalized service wherever our clients’ needs take us.

Our US-based lawyers deliver innovative solutions to many of the world’s top financial institutions and Fortune 500 companies. We help clients achieve success in every major industry including financial services, energy, healthcare, hospitality, life sciences, manufacturing, real estate, technology, and telecommunications and media. Our lawyers provide world-class litigation and transactional support in practice areas such as banking and finance, capital markets, securities litigation, M&A, antitrust, bankruptcy and restructuring, fund formation and

46 Acquisition International November 2014

investment management, IP, labor and employment, private equity, project finance, real estate, and tax, as well as extensive regulatory and compliance expertise.

As counsel to national and international business organizations and executives for more than 50 years, Paul Hastings provides the highest quality legal service in high-stakes areas of government investigations, litigation, and corporate compliance matters. Our team has the specialized knowledge and experience needed to guide clients successfully through investigations and enforcement actions pursued by the SEC, DOJ, FINRA, and other US and international regulators.

We have established a national reputation for helping our clients succeed in today’s increasingly complex regulatory environment. We partner with our clients to develop and implement litigation strategies that

support their business objectives. Our litigators have successfully achieved resolutions for numerous clients—whether serving as counsel in widely publicized white collar cases or discreetly resolving sensitive matters while avoiding publicity.

We are experts in criminal defense and regulatory enforcement. Our understanding of the way government investigators, regulators, and prosecutors build cases enables us to head off or shorten investigations and avoid liability where possible—and is based on our lawyers’ deep firsthand experience.

Our team includes former prosecutors with the DOJ, former enforcement attorneys with the SEC, former federal and state prosecutors and regulators, civil trial lawyers routinely involved in high-stakes litigation, and appellate specialists who have established watershed precedents all the way through the US Supreme Court. n

SECTOR SPOTLIGHT www.acquisition-intl.com

Cracking Down: Anti-Money Laundering

Erriah Chambers, in Mauritius, has a solid track record of providing legal advice to its clients on financial matters, including compliance with local anti-money laundering regulations.

Established in 2002, member of Lex Africa since February 2014 and member of other organisations and listed in Chambers & Partners and IFLR, Erriah Chambers specialises in International Tax Law, International Trusts Law, International Business Law, and all aspects of offshore business activities.

Erriah Chambers Company: Erriah Chambers Email: deverriah@intnet.mu Web: www.erriahchambers.com Address: Level 2, Hennessy Court, Pope Hennessy Street, Port-Louis, Mauritius Tel: +230 208 2220

The chambers was set up in response to the demand for Mauritius-based lawyers with international exposure and specialised expertise in the fields of international trust, international finance, banking law, shipping law, aircraft finance and leasing, project finance, corporate and commercial law, litigation and cross border insolvency, tracing and debts recovery, enforcement of foreign judgments, arbitral arwards, arrest of foreign vessels and drafting of transactional/ security documents.

Erriah Chambers also acts as legal adviser and legal consultant to various banks in Mauritius, including offshore banks. More than 80% of the chambers’ practice involves advising international clients, multinational enterprises, international law firms, the top ten international accountant firms, management companies, domestic and international banks.

Erriah Chambers has a solid track record with respect to advising on banking-related transactions, providing

specialist advice and transactional support to banking institutions and corporate clients in general on matters involving private equity investment, syndicated loans, securities lending, project financing, fund management and cross-border finance structuring.

In addition to the above, the chambers provides assistance to clients on compliance with local antimoney laundering regulations. n

“

More than 80% of the chambers’ practice involves advising international clients, multinational enterprises, international law firms, the top ten international accountant firms, management companies, domestic and international banks.

”

Acquisition International November 2014 47

SECTOR SPOTLIGHT www.acquisition-intl.com

Exploring 2015 Partnership Opportunities in...

Partnering with a knowledgeable overseas company is an excellent way of taking advantage of lucrative foreign markets.

This month, we’ve spoken to experts in Ecuador and Argentina to find out about the opportunities awaiting investors in those South American nations.

48 Acquisition International November 2014

Exploring 2015 Partnership Opportunities in...

SECTOR SPOTLIGHT www.acquisition-intl.com

Ecuador

Exploring 2015 Partnership Opportunities in...

The ideological position of some governments of Latin America, especially Ecuador, has generated perceptions that could bring about unfavourable interpretations of the investment environment. The success of a correct evaluation requires a desired confrontation between theories or ideas and facts. A popular saying states that “facts are worth a thousand words.”

The economy of Ecuador is the eighth largest economy in Latin America and has experienced an average annual growth of 4.5% over the last 10 years. Projections of the Economic Commission for Latin America and the Caribbean (ECLAC) assert that the Ecuadorian economy will continue growing in 2015 at a rate greater than 3%, even if oil prices decrease.

Company: González Peñaherrera Name: Gonzalo Gonzalez Email: gigonzalez@gpa-lawyers.com Web: www.gpa-lawyers.com Address: Av. 12 de Octubre N26-97 y Lincoln, Ed. Torre 1492, 170516. Piso 10 Oficina 1005 Tel: (+593-2) 298 6528/29/30/31

Oil accounts for 40% of exports and contributes to Ecuador’s overall positive balance of trade. By the end of the sixties, oil exploitation increased Ecuador’s production and its reserves are estimated at around four billion barrels. Ecuador is also an important exporter of bananas, cocoa, shrimp, sugarcane, rice, cotton, corn, hearts of palm, and coffee.

In 2007, Ecuador began implementing several reforms that have allowed the government to have the required stability and, subsequently, attain the coveted governance.

The development of strategic sectors has been a priority and has required gigantic public investments, such as building and developing significant

Argentina

Marcos Guntur Bazan, Partner in Financial Advisory Services at Deloitte Argentina, takes a look at the sectors offering the best growth potential in the South American nation The business environment in Argentina is likely to remain unstable, as our economy is facing some macroeconomic disequilibrium despite the high growth rates that it has been experiencing over the last decade. There is a context in which there coexist fiscal deficit and pressures over the exchange rate combined with a temporary unavailability of international financing. In addition, local government adopts a certain level of interventionism introducing market regulations, and a constant confrontational dialogue with opponents. Facts mentioned above conclude on a general uncertainty of short and mid term horizon for Argentina in the economic overview.

Company: Deloitte Address: Florida 234 Piso 5, Buenos Aires, C1005AAF Argentina Email: mgbazan@deloitte.com Web: www.deloitte.com/ar Tel: +54 (11) 4320 2700/4326 4046

However, according to market behaviour there is a general consensus between the actors of the economy towards the possibility of a recovery by the end of 2015.

With foreign investments in Argentina at relatively low levels for the last decade, compared to previous periods, some industrial sectors are showing a possible future recovery of those investments. This orientated growth potential looks stronger in terms of energy as the country has shown in the last years a vast capacity of unexploited resources.

Looking forward to a future recovery explained by foreign investments, the industrial sectors that have had more influence in Argentinian growth since 2006

hydroelectric power projects. These are mainly focused on replacing fossil-fuels, such as diesel so that, in the future Ecuador will have positive electricity balances that can be exported and fossilfuel derivatives will no longer have to be imported, thus saving dollars.

There are still some pending issues, such as the guarantee of public liberties, an organized structure for judicial actions, and foreign investment.

Nevertheless, in 2014, Ecuador signed a Commercial Agreement with the European Union - a very important region, not only for the growth of exports but also for their diversification.

Likewise, the public sector oil-drilling company PETROAMAZONAS has recently entered into important service provision contracts, which will increase reserves and the production of most oil fields. Agreements have been signed with Halliburton, Schlumberger, YPF, and SINOPEC, among others, leading to investment equal to 2.1bn dollars in the next five years.

And in that context we, as a firm, have been permanently trained to face new challenges and trends, so that we can combine, at the same time, the required security demanded by investments with the implementation of new business opportunities in Ecuador. Based on these guidelines, González Peñaherrera is the local firm selected to represent and sponsor important companies for processes such as drawing up bids, and negotiating and executing these contracts. n

are transport and communications, trade services, agribusiness, financial services industry service, industry and real estate.

As we move on into 2015 and beyond, it is possible to identify different key sectors that will play an important role. One of these sectors is the Argentinian oil and gas industry, in reference to the unexploited oil deposits found in the region of Vaca Muerta. The central government has reached an agreement with the country’s ten oil producing provinces on updates to the country’s 1967 energy law, aimed at encouraging investment in the country’s promising hydrocarbons sector. This market also shows possibilities for investors Joint Ventures related to exploration and exploitation and some specific M&A opportunities.

Other sectors with improving expectations are the mining sector and the food and beverage sector, where regional possibilities and capacities, which are historically strong, remain so. There is an international growing demand of agricultural products with a certain access and assurance of Asian markets for the regional economy. In accordance with that premise, the agribusiness sector can access to international financing and deal with the incorporation of industrial technology.

Other key sectors where we see Argentina’s future growth playing major part are telecommunications (in reference to the application and installations of 4G technology) and public infrastructure. In terms of infrastructure, underdeveloped conditions of transport as railways and undergrounds evidence the necessity of capital injections and new technologies. n

Acquisition International November 2014 49

SECTOR SPOTLIGHT www.acquisition-intl.com

Global Companies Step up to Close the Gender Pay Gap

Company: 36 Bedford Row Name: Jessica Franses Email: jfranses@36bedfordrow.co.uk Web: www.36bedfordrow.co.uk Address: 36 Bedford Row, London WC1R 4JH, DX: LDE 360 Tel: 0207 421 8000 Fax: 0207 421 8035

Global Companies Step up to Close the Gender Pay Gap No country has achieved true gender equality and even countries with recognised good human rights practices still woefully fail on this issue; particularly when it comes to employment.

According to gender consulting firm 20-first, in Europe’s top 100 companies, men hold 89% of executive committee jobs; women are in 6% of staff roles and 5% of line roles.

In 2011, the UK Government recognised the failing

by UK companies to fully apply equal pay and equality issues in the workplace and launched Government’s Think, Act, Report (TAR) campaign.

In the UK in 2013 the median pay for females was 19.7% less than the median for males.

Companies have been encouraged to sign up to the campaign, conduct surveys on their pay structures and publish them with a view to being fully transparent on their gender pay gap. So far the scheme is voluntary but under section 78 of the Equality Act 2010 the government could make companies with 250 employees or more report on their gender pay gap.

In the UK it has been unlawful to pay females different wages for the same job roles since the Equal Pay Act 1970 and now under the Equality Act 2010 and there have been a significant number of Equal pay claims in the Employment Tribunal.

The fundamental thinking behind this legislation is that as females make up almost half of the UK labour force, failing to pay females equal pay is detrimental to the economy. According to a Women and Work Commission report, through unequal pay there could be a loss of between £15 and £23 billion or 1.3 to 2 per cent of the gross domestic product every year.

Whilst more than 200 companies have signed up the TAR campaign only 4 publish their gender pay gap and only 2 provide the grade differences. A significant factor is that many leading companies that include Tesco, HSBC, Shell, Vodafone and BT have taken that first step to redress the imbalance.

Why follow the practice of UK global companies?

We live in a global economy, where failing to advance talented people because of gender is 20th Century thinking. Through the provision of equal opportunities, strong companies, strong communities and strong economies can be built. By improving the quality of the lives of females, the lives of their families and society overall can be enriched.

The Equality and Human Rights Commission (EHRC) – have produced a policy report entitled Equal Pay – a good business decision. This report identifies some of the costs to businesses that chose not to implement equal pay measures from expensive legal fees, to more damaging matters of loss of productivity, low staff morale, loss of reputation; equal

50 Acquisition International November 2014

SECTOR SPOTLIGHT www.acquisition-intl.com

pay claims are likely to have a negative impact on business reputation.

Good recruitment practices that afford equal opportunities, fixed starting salaries, fair reward schemes and flexible working arrangements are straight forward measures to implement and could positively advance your business. At 36 Bedford Row, a leading set of barristers’ chambers in London, our experienced employment law team advise on recruitment, procurement strategies, best practice policies and procedures.

Our organisation is committed to gender equality, through its recruitment practices and by providing a supportive environment we have a large number of female high achievers, our record shows this: • First female High Court Judge in the UK • First female Circuit Judge in the UK • First female Leader of the Midland Circuit • Former female Head of Chambers, who became a QC and Deputy High Court Judge and is now Chairing an important Public Inquiry on behalf of the Jersey State Authority • Female joint head of family team and Executive Board member • Two female Executive Board Members • Female head of pupillage recruitment • A female practice manager and a female senior administrator.

Global Companies Step up to Close the Gender Pay Gap

• Two female QC’s in our latest round of appointments for Silk (2014), one of whom is an international advocate for human rights and chaired the G20 Gender Equality Forum in Canberra. The other in addition to practice at the Bar also sits in a part-time judicial capacity in the Crown Court, and on the judicial panel of the Rugby Football Union.

• Female panel members on the Equality and Human Rights Commission • Female junior barrister on War Crimes cases at the International Criminal Tribunal.

• Female junior barrister heads up our extradition group • 55 out of 101 (55.4%) of all our barristermembers are female • 9 out of 12 (75%) of our most recent pupilbarristers are female.

• The work carried out by female members of chambers is evenly distributed in a variety of legal practice areas covering civil, crime, family, consumer and employment.

Genuine equality of opportunity for female members has long been the practice at 36 Bedford Row and is a fundamental tenet of the way we operate.

To lead the way in your company equal pay needs to become a core business objective. It takes time and effort to conduct an audit review and then implement changes that will achieve fairer results.

In 2014 to be recognised as a fair pay employer is more important than ever. Opinion surveys have shown that a company’s commitment to provide equal pay would influence the job choice of nearly all students entering the job market. In an era where shareholders care about corporate social responsibility, your company may now have a duty to act. n

“

Genuine equality of opportunity for female members has long been the practice at 36 Bedford Row and is a fundamental tenet of the way we operate.

”

Acquisition International November 2014 51

SECTOR SPOTLIGHT www.acquisition-intl.com

Financial Advice for Professional Sportspeople

Name: Dr John Karaffa Email: JKaraffa@ ProSportCPA.com Web: www.ProSportCPA.com Address: 2849 Patriots Landing Drive, Quinton, VA 23141 USA

Financial Advice for Professional Sportspeople ProSport CPA PLLC provides expert tax, accounting, and financial education services exclusively to professional athletes. We caught up with Dr John Karaffa, Founder and President, to learn more about this fast-growing niche firm.

There’s a commonly-held perception that many professional sportspeople are free from financial concerns that affect many people working in other industries. But what is the reality? “Professional athletes face unique financial challenges, and deserve to have strong business advisors who are well-versed and who specialise in dealing with professional athletes,” says Dr Karaffa.

Dr Karaffa completed a widely-acclaimed doctoral dissertation, in cooperation with the National Football League Players Association, entitled Retired NFL Players’ Perceptions of Financial Decisions Made: A Phenomenological Study. His study focused on the financial decisions made by former NFL players during their playing careers. Dr Karaffa’s research study was the first of its kind in professional sports. His work has been recognised for its in-depth recommendations to professional athletes, as well as to financial advisors who support this challenging niche. These tips were derived from Dr Karaffa’s research.

Dr. John Karaffa’s Top 9 Tips for Professional Athletes: 1. THE CAREER IS SHORT. As they say, the NFL really stands for Not For Long. With the average pro career lasting only three to five years, peak earning years are few and can end instantly with a bad fall or hard hit.

How have any changes in legislation affected the ways in which professional sportspeople handle their money?

Starting in tax year 2013, the tax burden for professional athletes in the United States increased substantially. “Higher tax rates, the new Obama-care surcharges, personal exemption phase-outs, and itemised deduction reductions are being felt in the pocketbooks of most all professional athletes,” says Dr Karaffa. “What does this all mean? A professional athlete who resides in California earning over US$3m will pay half of that amount in taxes, resulting in a 50% combined effective tax rate! The increases really start to kick in as one earns closer to US$1m. For example, a professional athlete earning US$500,000 will only incur around US$5,000 extra in his or her overall taxes, or one additional percent. Millionaires will incur around 4% more or about US$40,000.

Athletes earning over US$2m will pay 5% extra, or US$100,000. There are some definitive moves advisors who are credentialed by professional organizations, which monitor their members.

professional athletes can make to reduce their overall tax burdens: • Consult with an experienced tax specialist for professional athletes. They should make sure they are paying the lowest, legal amount of tax available. Professional athletes are allotted special tax deductions based on the profession of being an athlete. They should seek out a Certified Public Accountant (CPA) who is experienced and knows the deductions available to them to take full advantage of what is available to them. Pros should only work with Pros.

• They should consider carefully their state residency decision. With a vast disparity of tax rates in the various states in America, the residency decision is more important than ever.

A knowledgable CPA can help quantify the impact of one’s choices of residency and provide guidance on how to defend the chosen state determination against a tax audit. other financial goals are met. Turn down requests for money.

4. BUDGET AND SAVE. You can only save what you don’t spend, so use a budget as an effective tool to control what goes out the door. Set goals, beat them, and watch your wealth grow.

7. THERE’S LIFE AFTER SPORTS. Prepare for your next career, because it’s going to last a lot longer than your playing career. Start thinking about what you want to do later. It will help your transition.

2. TAKE IT SLOW. BE CONSERATIVE. Pro athletes should live frugally, like they did when they were in college. You will have many, many years (see point number one above) to spend your wealth. Focus on your sport instead of blowing away your money.

5. EDUCATE YOURSELF. You’re only good at what you spend time at. If you’re blessed to have earned a lot of money, you should want to learn how to manage it, in order to keep your money longer.

8. STICK TO SAFE INVESTMENTS. You can’t go wrong investing in your team pension plan, high-quality bonds, and a modest home, condo, or apartment.

Don’t invest in anything until you fully understand it.

3. CONSULT ONLY TRUSTWORTHY PROFESSIONALS. Carefully check out your advisors and select only the best qualified ones. Take advantage of the background checks the leagues offer. Only pick

6. JUST SAY NO. And not just to drugs, but also to family and friends’ requests for money. Taking care of family is often a high priority. Include it in your plans, be reasonable, but make sure your

9. WAIT TO SELECT A MATE. It doesn’t matter if you save a lot and invest wisely, if you have to give away half of everything when you’re done playing.

There’s plenty of time to find the right partner.

52 Acquisition International November 2014

SECTOR SPOTLIGHT www.acquisition-intl.com

Financial Advice for Professional Sportspeople

• Professional athletes should also ensure that their advisory team (agent, financial advisor, accountant, attorney, etc.) communicates.

As more dollars are taken from their pay in taxes, the less capital they have to preserve.

The various members of the team should be in contact with each another on a regular basis and inform each other of upcoming changes.

The more each is aware of pending financial and business decisions, the better advice professional athletes can receive from their team.

Tax-advantaged investments should take on an even more prominent role in their financial plans and should be approved by the CPA, financial advisor, and the athlete.”

ProSport CPA works with many professional athletes from the UK and continental Europe who compete in America. ProSport CPA’s top position among foreign professional athletes came about from the experiences that the firm’s management team all gained while working at Big 4 accounting firms in Europe. The specialty niche of international personal taxation combined with professional athlete taxation has proven especially valuable for those professional athletes using ProSport CPA, as the world of professional sports becomes more global. ProSport CPA, a quality boutique accounting firm that caught our eye, is truly living up to the slogan, THE Tax Pro for the Pros®.

ProSport CPA PLLC is a rapidly-growing, boutique firm providing expert tax, accounting and financial education services exclusively to professional athletes. This specialty firm, founded just six years ago, by a former PricewaterhouseCooper’s international tax manager is becoming increasingly well-known as the preferred tax and accounting firm for professional athletes.

ProSport’s Founder and President, Dr John Karaffa, a former professional athlete and coach, in Germany and New Zealand, is a 24-year industry veteran and seasoned tax and personal finance expert with unmatched credentials: Certified Public Accountant (CPA), Personal Financial Specialist (PFS), Certified Financial Planner® (CFP®), National Football League Players Association (NFLPA) Registered Player Financial Advisor, and Registered Canadian Football League Players Association (CFLPA) Financial Advisor. Dr Karaffa is also a published author and distinguished college professor.

ProSport serves over 300 clients with leading positions in several professional sports leagues, including over 120 professional basketball players, including 60 in the NBA and WNBA; three Gold, one Silver and one Bronze Medallists in the 2012 London Summer Olympics; over 100 professional American football players; top UFC contenders with upcoming title fights, and professional athletes in all the major American sports leagues.

The firm’s entertainment clientele include actors, models, musicians, authors and speakers. n Acquisition International November 2014 53

SECTOR SPOTLIGHT www.acquisition-intl.com

ISP Liability for Subscriber Infringements

Company: Rightscorp, Inc Name: Christopher Sabec Email: cjsabec@rightscorp.com Web: www.rightscorp.com Tel: +1 (310) 751 7510 Rightscorp (OTCQB: RIHT)

ISP Liability for Subscriber Infringements Rightscorp, a Los Angeles-based copyright monetization company, uses software that monitors the global Peer-to-Peer (P2P) file sharing networks to seek out and find illegally downloaded digital media.

US Law makes piracy illegal, and nobody is legally entitled to participate in piracy with impunity – not even Internet Service Providers (ISPs). Furthermore, the holders of Intellectual Property rights can today hold a third party – including ISPs – accountable.

This third party liability in IP rights infringement goes back a number of years in US case law, and was brought to the forefront in the 1996 case Fonovisa Inc. v. Cherry Auction, Inc. Cherry Auction operated an outdoor market in Fresno, California, with vendors paying a fee in exchange for booth space. Cherry Auction repeatedly leased space to vendors who sold counterfeit recordings. Fonovisa Records, an American Spanish language record label, repeatedly warned – and eventually successfully sued – Cherry Auction.

The case advanced important concepts of secondary copyright infringement at the appellate level.

The implications of this body of law became clear to Internet service providers who saw that their facilities were being used to illegally trade copyright-

protected materials. Faced with the prospect of third party liability, ISPs subsequently went to Congress to seek a shield from liability. They hit the jackpot, with the four Digital Millennium Copyright Act “safe harbors”. These provide protection from third party liability for: transmitting (transitory digital network communications); caching; storing (information residing on systems or networks at the direction of users); and linking (information location tools).

These safe harbors are not unconditional, however.

Before an ISP can take advantage of any of the four safe harbors, it must meet two conditions: First it must refrain from inhibiting Standard Technical Measures -- the means by which copyright owners may identify or protect copyrighted works – meaning that ISPs can’t thwart efforts to police copyrights.

ISPs must also adopt a Repeat Infringer Policy – a policy that terminates, in appropriate circumstances, subscribers who are repeat infringers, inform their subscribers and account holders of this policy and reasonably implement this policy.

Why does this matter? Because peer-to-peer piracy represents 27% of all North American upload traffic.

This includes the downloading of movies, video games, software and books. Today, Rightscorp, a Los Angelesbased copyright monetization company, uses software that monitors the global Peer-to-Peer (P2P) file sharing networks to seek out and find illegally downloaded digital media.

Rightscorp is currently tracking more than 500,000 subscribers on the top 5 ISPs, who it says are blatantly and repeatedly distributing its clients’ copyrights, despite multiple notifications to the ISPs of these infringements. These downloads do not only take the form of single songs – but complete movies, entire albums and full discographies containing hundreds of files. This continues despite the law, and despite the ISPs’ own policies.

54 Acquisition International November 2014

On behalf of digital media copyright owners, and working in conjunction with major ISPs, Rightscorp automatically sends out copyright infringement and demand notices to ISPs whose users have illegally downloaded digital media. The violators remit payment to Rightscorp for the copyright infringement and Rightscorp makes payment to the copyright owners.

Many infringers who do not pay are disconnected by their ISPs. Rightscorp’s technology system monitors the global P2P file sharing networks and sends emails to ISPs using the notice format which is specified in the Digital Millennium Copyright Act (a United States copyright law that implements two 1996 treaties of the World Intellectual Property Organization (WIPO), criminalizing production and dissemination of technology, devices, or services intended to circumvent measures, commonly known as digital rights management or DRM, that control access to copyrighted works) with the date, time, song title and other specific technology identifiers to confirm the infringement by the ISP’s customer.

Under US Federal Copyright Law, once the ISP has actual knowledge of copyright infringements that take place using its network, it has specific duties in relation to the enforcement of the rights of the owners of the material in question (if the ISP desires the protections of the “safe harbors”). Every ISP is required by law to enforce a policy, that provides, in appropriate circumstances, for termination of internet service to subscribers who become repeat infringers.

Many ISPs have “terms of use” that include strongly worded policies that threaten termination of service for subscribers that use the network for illegal activity such as copyright infringement. Some ISPs elect not to enforce those policies in any meaningful way, presumably because they want to avoid the financial impact of terminating subscribers (especially those with expensive high-capacity service of the type required by high-volume P2P infringers). These ISPs have essentially elected to take the gamble that no

SECTOR SPOTLIGHT www.acquisition-intl.com

ISP Liability for Subscriber Infringements

copyright holder will hold them accountable (or that the costs of being held accountable will be less than the profits they have reaped in return for supplying the “pipes” for piracy). Other ISPs take the opportunity to use the Rightscorp service as a component in their repeat infringer policies.

By passing along Rightscorp’s notice, and thus notifying its subscriber of an infringement, the ISP is advising the customer that based on current laws, the user who receives a notice is liable for up to US$150,000 in damages.

By clicking on the link supplied, the customer is able to send a payment to Rightscorp. The company then passes on a percentage to the copyright owner. The particular instance of copyright infringement can thus be settled between them and the copyright owner quickly and affordably.

Rightscorp’s aim is to encourage rights holders to hold ISPs accountable for repeat infringement of their content by seeking termination of repeat infringers.

And, although there is misconception that no ISP will voluntarily do this, Rightscorp says it has found that many of them will, and some ISPs even agree with the company’s reading of the DMCA. n

Acquisition International November 2014 55

SECTOR SPOTLIGHT www.acquisition-intl.com

Promoting your Specialist Recruitment Services

Company: Concept Resourcing Address: Unit 10, Castle Court 2, Castlegate Way, Dudley, West Midlands, DY1 4RH Web: www.conceptresourcing.com Email: info@ conceptresourcing.com Tel: +1 0844 800 6600

Promoting your Specialist Recruitment Services Concept Resourcing is one of the UK’s fastest growing, independent recruitment consultancies. Robert Taylor, Business Development Director, tells us more.

Concept Resourcing is a specialist recruitment consultancy to the IT, engineering and public sectors.

Established in 2000 and now celebrating 14 years of success, Concept Resourcing is one of the UK’s fastest growing, independent recruitment consultancies.

Concept Resourcing has four key values: it is Connected, Ambitious, Specialist and Trusted.

Over the last 12 months we have seen a significant increase in the demand for our services across both IT & Engineering divisions. We have recognised the higher skilled candidate shortage and developed a more creative strategy by investing in state of the art candidate search and selection software. This allows us to provide a more proactive service by placing highly skilled candidates with our clients a lot quicker where others will struggle.

The overall rise in permanent placements and contractor rates means we have experienced record growth across

the business and have placed more specialist candidates with our new and existing clients than ever before.

based / mobile technology and social / professional networking.”

When looking to match a candidate with an organisation, the main factors are technical, competency and cultural fit, says Taylor. “Whilst technical and financial considerations are always important, it has been noted that personal benefits, flexible approach to working and career opportunities / cultural fit are becoming more prevalent.”

Concept Resourcing has recently developed its solutions to save clients time, says Taylor. “Some companies, especially SMEs, have one person who is an internal recruiter, with HR and H&S responsibilities, and so cannot reasonably filter through CVs from five or more agencies. They need a trusted partner who is a specialist in their market place. One which can offer exclusive supply, manage other specialist agencies on their behalf or can work closely with clients to understand their business and develop virtual talent pools offering a more strategic partnership that is proactive, not reactive.

The recruitment process has changed significantly over recent years, says Taylor, with the rise of technology – particularly social media – having an influence. “I have worked in recruitment since 2001 and can still remember paper files – so a lot has changed! We have cloud based CRM systems, huge on resource via LinkedIn recruiter and online timesheets – so we are now working in a mobile industry and one which the traditional job boards are being challenge by cloud

“Networking with a specialised market takes time and to reach out to active and passive candidates is impossible when reacting when a vacancy arrives. Not using a specialist agency, and placing trust with a successful partner, is leaving you likely to fail to meet resourcing demands and losing out to your competition.” n

Acquisition International November 2014 57

SECTOR SPOTLIGHT www.acquisition-intl.com

Pension Issues within M&A Transactions

Company: Charles Russell Speechlys LLP Name: Penny Cogher Email: penny.cogher@ crsblaw.com Web: www. charlesrussellspeechlys.com Address: 5 Fleet Place, London, EC4M 7RD, United Kingdom Tel: +44 (0)20 7203 5000

Pension Issues Within M&A Transactions Penny Cogher, Jane Wolstenholme and Michael Jones, Pension Partners at Charles Russell Speechlys LLP, tell us how the firm can assist with the complex pension questions that can arise during M&A transactions.

Law firm, Charles Russell Speechlys LLP formed from Speechly Bircham and Charles Russell, has approximately 170 partners and 500 lawyers.

It’s a leading full service law firm for businesses internationally and in the UK. Our pensions team of 10 lawyers provides advice to companies on all types of pension questions, including compliance arising from operating occupational and workplace pension plans, funding, risk reduction exercises, and the impact of corporate transactions and insolvency.

Clients praise us for our practical approach, responsiveness and value for money service.

Not surprisingly, we note that our involvement in the pension aspects of M&A work increases as the volume of M&A deals increases generally.

By way of background, there has been a fundamental shift in the UK from defined benefit (DB) to defined contribution (DC) pension plans, hastened by the introduction of auto enrolment - statutory pension provision to be provided by employers for their workers.

Generally, however, it’s still the case that if the target company only has DC pension plans, pensions should not be an issue for the acquisition although expert advice will still help to avoid problems. This is not the case however if the target company has any type of DB pension arrangement. UK law has recently changed on what is a DC benefit compared to a DB benefit so expert due diligence is needed to check out the position.

Increasingly if the target company has a DB plan, its liabilities relate to its former employees. There is no benefit to the purchaser from these legacy arrangements so it should ensure the DB plan is left with the seller or that proper allowance is made for the pension costs in the pricing.

UK pension law imposes heavy burdens on employers who have DB plans. They are required by law to provide on–going funding, and to make up any funding shortfall over a period agreed with the plan’s trustees, its administrators, who usually have considerable control over how the plan is funded. The change of control of the target company itself can, if seen as potentially detrimental by the plan, lead to a renegotiation of the plan’s funding and so increase the demand on cashflow after completion.

The target company’s liability to make good a DB plan’s shortfall is accelerated in various situations. If the target company does not have its own plan, but participates in the seller group’s DB plan, the change of control may cause a statutory debt (section 75 debt) to be due from the target company to the plan.

This is calculated as its share of the buy-out shortfall – the cost of buying annuities for the members from

58 Acquisition International November 2014

SECTOR SPOTLIGHT www.acquisition-intl.com

an insurance company. The statutory debt can also be triggered if the target company goes insolvent, or if the plan winds up. The statutory debt can be disproportionate to the target company’s value. For some listed companies, it is greater than their market capitalisation. Even if the deal does not trigger a statutory debt, the purchaser needs to understand the target may have to pay the debt at some future date. This is why much of our work is detaching target companies from their DB plans.

Purchasers should note the disclosures in a target’s or seller’s published accounts may understate the DB plan’s costs. A DB plan may have no shortfall on the accounting FRS17/IAS19 basis, have a manageable shortfall for ongoing funding basis but be significantly underfunded if the statutory debt is triggered.

Additionally, the Pensions Regulator has antiavoidance powers which may apply depending on how the deal is structured and its impact on the DB plan. Clearance may therefore be needed to ensure the Regulator won’t exercise its powers in respect of parties connected with the deal to impose a contribution notice requiring monies to be paid to the plan, or financial support arrangements to help the target company fund the DB plan.

Pension Issues within M&A Transactions

We provide expert due diligence for DC and DB plans and help deal with pension issues by: • entering into early discussions about the plan • checking the plan for compliance • for DB plans, reviewing the latest funding documents, and if necessary getting actuarial advice, to adjust the price paid for the target company accordingly • leaving the target company’s DB plan with the seller – through set statutory mechanisms, so the target company’s statutory debt is re-assigned (apportioned) and the target company obtains a statutory discharge, or by re- structuring the deal • for DB plans, obtaining clearance from the Pensions Regulator for the deal, if necessary • setting up a new DC plan post completion and ensuring the target company’s compliance with its auto-enrolment duties.

We can also assist with complex tax questions arising from group life assurance arrangements.

Charles Russell Speechlys’ pension team is highly experienced in M&A work. We’re skilled at explaining the complexities of UK pensions to overseas parent companies and their advisers and we’re used to working as part of a larger transaction team with external overseas lawyers. We’re also there to implement post transaction pension changes.

We know how to be both innovative and commercial, good at weighing up and explaining the pension risk.

We’re fast moving and tactical and importantly, we work to budget! n

“

Clients praise us for our practical approach, responsiveness and value for money service.

”

Acquisition International November 2014 59

SECTOR SPOTLIGHT www.acquisition-intl.com

Your Immigration Law & Deportation Defense Firm

Company: Baurkot & Baurkot Email: info@bmblawyers.com Web: www.national immigrationlawyers.com Tel: +1 888 440 4 USA

Your Immigration Law & Deportation Defense Firm For decades, Baurkot & Baurkot’s attorneys have represented individuals, families, small businesses and large corporations from around the world in all types of immigration-related matters, particularly deportation cases.

Baurkot & Baurkot is a leading immigration law and deportation defense firm with skill in all areas of immigration and deportation law.

The firm also handles the the most complex state and federal criminal appeals. Baurkot’s Immigration, deportation and appellate Attorneys strive to provide each client with quality representation that far exceeds any expectation. Baurkot attorneys believe in producing only the highest caliber of legal work so as to ensure that every client -- whether that client is an individual (documented and undocumented) immigrant, a small business or one of America’s largest employers.

The American immigration system is in complete confusion. New immigration laws and regulations are possible. The current immigration laws are complex.

Small businesses, non-profits and large corporations are all required to maintain compliance with respect to the immigration status of their employees.

Every immigration case is different and very case requires experience. You cannot fight the battle against your deportation or when facing the federal government alone. You have too much to lose. Contact Baurkot & Baurkot today for a free, confidential consultation.

With over 75 years of combined legal experience, the attorneys at Baurkot & Baurkot are some of the most respected attorneys in the New York, Pennsylvania and New Jersey regions.

While the firm is full-service, its immigration practice area is one of the largest and most respected. For decades, the attorneys who are a part of Baurkot & Baurkot have represented individuals, families, small business and large corporations from around the world, providing every one with unparalleled service and results in an expeditious and professional manner. We offer full Immigration services, from naturalization applications to the most complex of deportation proceedings or corporate employee immigration issues. Our team specializes in complex immigration matters and obtaining approvals for “difficult” or “impossible” cases and we have successfully reversed many denied petitions on 60 Acquisition International November 2014

legal grounds. Our immigration and deportation emphasis includes but is not limited to citizenship, U.S. Non-Immigration Visas, E Visas, E-3 Visas, H-1B Visas, H-2B Visas, L Visas, O Visas, P Visas, Q Visas, R Visas, TN Visas, U.S. Immigration Visas, EB5 Investor Visas, Exceptional Ability Immigrant Visas, Extraordinary Ability Immigrant Visas, K-1 Visas, K-3 Visas, Multinational Manager/Executive Immigrant Visas, Outstanding Professor/ Researcher Immigrant Visas, PERM Labor Certification, Family Petitions, Adjustment of Status, Marriage Petitions, Asylum, VAWA applications, business, investment and artistic based petitions, waivers, Board of Immigration appeals, Motions to Re-open and Reconsider, Federal Court Appeals, deportation and removal proceedings, criminal post-conviction relief appeals of convictions with serious immigration consequences. We also offer a full range of Canadian, European and Australian Immigration options.

The firm takes pride in its integrity, honesty, hard work and its ability to find solutions to complex issues.

We constantly modernize our knowledge base and research system, so that we always have the most updated and relevant Immigration laws and changes. n

SECTOR SPOTLIGHT www.acquisition-intl.com

Pro-Bono: What’s Your Initiative?

Company: Lagos State Public Interest Law Partnership Name: Funmi Owuye Email: contactlpilp@gmail.com Web: http://lagosministryofjustice .gov.ng/lpilp.php Address: Block 2, The Secretariat, Attorney General’s Office, Lagos State Ministry of Justice, Alausa, Ikeja, Lagos Tel: +234 01- 2717544 and +234 01-7937052

Pro-Bono: What’s Your Initiative?

The Lagos Public Interest Law Partnership (LPILP) was launched in 2012 by the Governor of Lagos State, as a functional platform for the public and private sector to partner in providing pro bono legal services to the marginalised in the society. This unique scheme is designed to supplement the state-funded agencies such as the Office of the Public Defender by providing a clearing house which coordinates the efforts of all stakeholders to ensure a synergy between them.

Funmi Owuye, a lawyer working for the Lagos State Government, Ministry of Justice in Nigeria as the Coordinator of the Lagos Public Interest Law Partnership, tells us how lawyers can play their part in helping the disadvantaged people in society to flourish.

It is becoming increasingly important to corporations that they extend their pro bono footprint beyond their own communities because injustice suffered anywhere is a threat to the justice everywhere. In my line of work –as the Coordinator of the Lagos Public Interest Law Partnership (LPILP) – I have discovered that many lawyers have an innate desire to help the disadvantaged in the society. Another possible reason may also be the fact that the world has metamorphosed into a global village which means that the adverse conditions suffered in one country can be far reaching in another.

The amount of pro bono work being done has also increased in the international legal community over the past few years. This increase may be attributed to the flourish of the mass media. Effective mass media has greatly enlightened people, particularly the disadvantaged on their respective rights. So unlike the days when many were unaware of their rights, people are more willing to demand for a change when their rights are infringed upon. And of course, the more people speak up about the infringement of their rights increases the chances that firms and NGOs who have the capacity to assist will come to their aid.

Also, technology has aided the transfer and sharing of information and ideas. Such that if an organization in country A renders pro bono services, with the instrumentality of the media, firms in country B and C are likely to see it in the news, and moved by interest, may decide to take up their own pro bono cases.

Many cases lawyers take up on a pro bono basis tend to be substantially different from their usual day to day work. This gives them the opportunity to expand their knowledge in an area of law that is new to them while also feeling good about themselves for directly helping their community. Young lawyers especially benefit from pro bono cases as it offers them the opportunity to take on serious responsibility very early on in their careers which usually results in building their knowledge and confidence.

A law firm which encourages its employees to get involved in pro bono initiatives – including projects like the LPILP’s Annual Lagos State Pro Bono Week, the first of which was in April of this year – usually tends to boost the morale of staff as well as improves the image of the firm. It also attracts the business of clients to their company where those clients are themselves big on pro bono initiatives.

During the Pro Bono Week, the LPILP hosted a dinner where the Governor of Lagos State gave commendation letters to five of our partner law firms who had distinguished themselves in the area of pro bono services since the inception of the scheme. This sort of recognition is also beneficial to any law firm.

Pro bono cases require some level of financial sacrifice. They also require time and effort with diligence and a good deal of commitment to the cases.

In considering the best possible outcomes for their clients, lawyers must act in line with best practice and ensure they look out for the best interest of their clients. They must first conduct a conflict of interest check, before deciding whether to represent the client or not. The interests of their clients must at all times be paramount, and law firms should only take up matters in which they have reasonable experience and can provide the client with a good quality of work which is equal to what they would offer a fee-paying client.

The major challenges are financial set back, conflict of interest and even some times the pro bono clients may not be corporative in terms of attending scheduled meetings etc Also, when a case lasts for a substantial amount of time (sometimes many years), these can frustrate a lawyer, but many lawyers are able to overcome these obstacles because of their passion to make a difference.

As we move to 2015 and beyond, I envisage a global boom in pro bono services. By virtue of the media awareness, international pro bono forums and many campaigns, I believe that more indigent persons will be willing to approach law firms and agencies for pro bono services, and that more law firms will render such services willingly. n

Acquisition International November 2014 61

SECTOR SPOTLIGHT www.acquisition-intl.com

ITG Worldwide The Bay Bridge at night between Oakland and San Francisco from Treasure Island

Company: ITG Worldwide Name: Scott Maras Email: scottm@itgworldwide.com Web: www.itgworldwide.com Address: San Francisco Bay Area Tel: 877-598-8646

ITG Worldwide For over 25 years, ITG Worldwide’s experts have served individuals and organizations engaged in international travel and long-term expatriate assignments. The firm delivers customized health, accident, life, disability, property and casualty insurance solutions to clients operating all over the globe.

ITG Worldwide is one of the few insurance agencies in the world that is dedicated specifically to global benefits and the company places the utmost value on providing a personalized service to meet its clients’ international insurance needs.

Despite some disturbing headlines in the news, people continue to travel beyond their home countries for a variety of reasons, including but not limited to business, education, charitable service, adventure and relaxing leisure pursuits.

At ITG Worldwide, we are committed to serving the people and organizations engaged in this international activity at a time when, for corporations in particular, published studies and anecdotal evidence predict continued international growth and cross-border activity.

This naturally means more business travel, more long-term expatriate assignments and

62 Acquisition International November 2014

increased staffing of key local nationals outside the organization’s home country.

In fact, with economic development and cultural influences continuing to push people and organizations out and beyond their home countries, we are seeing the number of assignments we tackle increasing by at least 3% each year - sometimes higher, depending the specific industry.

For our clients, our products and services are a vital tactical piece within their overall relocation strategy and among the most important contributing factors to a successful assignment is the need for the assignee and dependents to maintain good health. This is

supported by utilizing a quality global medical plan that covers routine preventative care and also has the resources and sophistication to support the assignee if a dire medical emergency should arise.

Going hand-in-hand with these medical plans are life and disability plans, which are built specifically for globally mobile employees and ensure that assignment does not result in financial hardship should death or disability occur. Plans built for regular in-home country employees often cannot work for employees outside their home country so special plans from expert global carriers are needed to address these needs. n

SECTOR SPOTLIGHT www.acquisition-intl.com

Berkeley Research Group (UK) Limited

Company: Berkeley Research Group (UK) Limited Name: David Saunders Email: dsaunders@brg-expert.com Web: www.brg-expert.com Address: 15th Floor, 6 New Street Square, London, EC4A 3BF, UK Tel: +44 203 725 8361

Berkeley Research Group (UK) Limited BRG is a global strategic advisory and expert services firm that provides support in relation to complex issues in the regulatory environment, disputes, investigations and strategic direction. BRG experts and consultants include economists, valuers, forensic accountants and industry specialists in healthcare, energy, financial and other services. BRG is an independent firm employing over 650 people in offices in the US, Australia, Canada, Latin America and the UK. London’s business environment for experts and forensic accountants continues to be buoyant. London courts and lawyers are busy handling disputes from around the world, and London expertise is widely called upon by organisations from jurisdictions as far away as the Middle East and Asia Pacific.

We are seeing an increase in the need to combine testimony experience in quantifying damages with forensic accounting expertise in getting behind the numbers that are presented and disclosed to ensure that the basis for any damages assessment is appropriate and complete.

business partners or acquisition targets but also the reputational, environmental, social and regulatory issues that could damage the acquirer. Issues such as bribery and corruption and corporate social responsibility are more important than ever, resulting in the need to bring in multidisciplinary teams, including accountants and investigators to advise with due diligence and occasionally the ongoing monitoring of relationships. n

We also find that many assignments require more than the expertise of the forensic accountant. This may take the form of forensic technology specialists who capture and mine vast quantities of data, investigators who obtain business intelligence or industry specialists who provide background and first-hand experience of operations, markets and compliance/regulatory regimes, especially concerning financial services, energy and other highly regulated industries.

With regards to international trade we also note that there is greater need for corporations to be concerned with not only the finances of potential Acquisition International November 2014 63

SECTOR SPOTLIGHT www.acquisition-intl.com

The Advantages of Franchising

Company: FirstLight Home Care Name: Jeff Bevis Email: jbevis@ firstlighthomecare.com Web: www.firstlighthomecare.com Address: 9435 Waterstone Boulevard, Suite 190 Cincinnati Ohio 45249 US Tel: +1 513 677 7781

The Advantages of Franchising We spoke to Jeff Bevis, Co-Founder and President of FirstLight HomeCare Franchising LLC, to find out how franchise ownership can offer an accelerated path to business growth.

A relatively new player in the operating in the home care franchising space, FirstLight HomeCare Franchising LLC, which is based in Cincinnati, has been acclaimed as the “top emerging brand”, as well as the fastest-growing home care company in the US as of mid-2014. The FirstLight team provides the deepest, most experienced management team in its industry with over 90 years of home care experience coupled with over 130 years of successful franchising experience. It’s a powerful combination that is unmatched by any other franchise systems in North America.

Among its key differentiators, FirstLight is the only company in its sector that measures client satisfaction, carrying out direct, brief telephone surveys of clients every month. Its current client satisfaction rating is 98.4% YTD 2014.

FirstLight measures caregiver retention and turnover with a passion at all times in every office. The firm is currently at 8.5% turnover YTD vs its industry, which averages 70-80% turnover of caregivers annually. This enables lower employment, recruiting and management costs for its franchise owners vs. competitors.

The company’s Technology Platform is unlike any other offering in its industry, with a three-part structure that includes its ClientFirst portal for families, clients and caregivers to access for shared information and care notes via web access at any time.

FirstLight is also the youngest franchise system ever to have its owners surveyed for franchisee satisfaction

64 Acquisition International November 2014

and it is also the youngest system ever to be ranked with four out of five stars in overall franchisee satisfaction. This unmatched feat has now continued for three consecutive years.

Based on pure age demographics, the need for FirstLight’s services is today accelerating in nearly every country around the world, says Jeff Bevis, CoFounder and President of FirstLight. “New changes in healthcare systems, governmental programs and a real shortage in quality alternatives enabling seniors to remain their own homes for one-on-one care are also major drivers for our services today and for decades to come.”

Owning a franchise is not for everyone, Bevis says.

“However, it provides a proven system, an operating model with added guidance, tools, systems and processes that serve as a blueprint for building your own business with less risk. A franchise owner remains ‘in business for themselves, but not by themselves’, given the added resources they join and have access to as a franchise owner.”

For budding entrepreneurs, franchise businesses can offer an accelerated path to new business growth without having to “invent” all aspects of the business, Bevis says – they can maintain their entrepreneurial spirit, but still work within a framework of proven success.

Franchise businesses, says Bevis, offer less risk, more resources, the scenario where you are not all by yourself in business, resources and tools for nearly all aspects of the business to help spur growth more rapidly and belonging to a brand that drives added

advertising, marketing and awareness building far beyond what a sole owner operating on their own could pursue.

Bevis says the franchise model is a successful one for FirstLight because of the firm’s extensive experience as a team, the track record of success it brings to every owner and the ongoing commitment the firm makes to training, support and ongoing brand development – all of which are key ingredients of a successful franchise system. “Our industry lends itself very effectively to franchising due to growing demand, high fragmentation with little brand recognition of a single company and a wide appeal to many different backgrounds and occupational experiences that enable diversity of franchise owners,” he says.

As for the most important factors in building a successful franchise business, Bevis says the key factors are unwavering commitment to franchise owner success, strong unit economics, measuring franchise ownership satisfaction, continual improvement in training and support, and maintaining strong filtering and qualification process for all new franchise owner candidates.

There are, of course, always risks and challenges involved in operating any business, and franchise businesses are no different, with the main ones being the ability to follow a system, asking for and receiving constructive feedback on a continual basis, focused expense management and maintaining brand standards, Bevis says, although, “the risks are typically less with a franchise business and there are statistical studies that bear this out.”

SECTOR SPOTLIGHT www.acquisition-intl.com

The Advantages of Franchising

In the coming months and years ahead, Bevis sees the franchising industry evolving with an even wider use of technology, growing importance of web marketing to targeted audiences and a growing and diverse pool of potential franchise candidates. “New technologies that enhance or expand the areas of mobile access, branding, use of social media, international growth and development and shifting demographics presenting new growth in a number of industries all combine to drive new opportunities for franchising in the years ahead.” n

“

Our industry lends itself very effectively to franchising due to growing demand, high fragmentation with little brand recognition of a single company and a wide appeal to many different backgrounds and occupational experiences that enable diversity of franchise owners

”

The Roebling Bridge in Cincinnati, Ohio during a cloudy night

Acquisition International November 2014 65

RICHARDTYLER I N T E R N A T I O N A L Leadership Mastery™ Program “Serious training for the serious leader.” ™

® “Enlightening, motivational, captivating, and extremely energetic, outstanding!

Highly valuable, it will have a huge impact on my personal/professional life.”

- Program Participant Leadership Mastery Immersion Program™ Growing revenue and profits and developing future leaders are the two greatest challenges that all organizations face today. Companies that invest in the development of a “Revenue Generation and Profit Generation” mindset for all their people as well as the development of leadership and management talent, gain a competitive edge demonstrated in sustained growth and profitability.

The Richard Tyler International, Leadership Mastery™ Program is an intense, five-day training seminar for the professional who wants immediate results.

If you are in a management role or plan to be, attending the Leadership Mastery™ Program will have a positive, profound impact on your career. Attending will also have a positive impact on all the people will ever lead and/or manage. Executive management, directors, managers, senior professionals, supervisors and those transitioning into supervision, management or executive roles, as well as those being considered for these roles within the next 24 months will all benefit from this innovative, powerful program.

Leadership excellence in a complex world is undoubtedly challenging. Today’s excellent leader and/or manager must master a set of moral and ethical, philosophies, principles and values that can serve as the bedrock to all their actions. The consistent application and teaching of these philosophies, principles and values is the only way to guarantee lasting success. The Leadership Mastery™ Program delivers just such a set of moral and ethical, philosophies, principles and values.

To get your organization or yourself on the path to lasting success contact Richard Tyler International today!

Richard Tyler International, Inc.® 5773 Woodway Dr., Suite 860, Houston, TX 77057-1501, USA Tel: (+1) 713.974.7214 | Web: www.RichardTyler.com

SECTOR SPOTLIGHT www.acquisition-intl.com

France: The Road Ahead

Company: Activa Capital Name: Michael Diehl Web: www.activacapital.com Address: 203 rue du Faubourg saint Honoré, 75008 Paris FRANCE Tel: +33143125012

France: The Road Ahead Michael Diehl, Partner at Activa Capital gives us his thoughts on France’s economic prospects.

Activa Capital is a leading lower-mid market PE firm in France. Focused on lower-mid-market buyouts in France, often with a strong focus on corporate spinouts, Activa has one of the most aggressive build-up strategies in France and internationally with over 48 build-ups in last 10 years, often outside France. With one of the largest teams in France, Activa Capital is the first fund in its category in France to raise a fund since the crisis.

The current business environment in France is one of low growth but high value – as prices appear to be lower in France as many investors are fearful of investing in France, says Michael Diehl, Partner at Activa in Paris.

“Software, consulting & engineering firms have seen a lot of activity,” he says. “Also, there is a strong interest in recently de-regulated sectors or paraprivatisations. There have been many large industrial takeovers, such as Lafarge/Holcim, Fosun/Club Med, Temasek & CDH/Ceva Santé, Numericable/

SFR, Ramsay Heathcare/Générale de Santé. This is leading to renewed interest in the lower-mid market after a quiet 2012 and 2013.”

France enjoys an extremely strong geographical location at the heart of Europe, with the best transport system in Europe, and it is the only country in the world facing three seas.

The country’s attractiveness is illustrated most clearly in its booming tourism industry – France welcomes over 80 million foreign visitors per year. It’s the number 1 tourist destination in the world, with Paris alone attracting 16 million people per year. Diehl attributes this to the nation’s culture, history, romance – which, he says, is a very important factor for Asians – and shopping.

But France, along with most of Europe, still faces economic challenges. What can France do to make itself even more attractive to investors? “Pass reforms, lower taxes and show it is open for business,” says Diehl. n

Acquisition International November 2014 67

SECTOR SPOTLIGHT www.acquisition-intl.com

Trusts, Wills & Estates: Fundamentals & Misconceptions

Trusts, Wills & Estates: Fundamentals & Misconceptions

Donna J. Jackson Company: Donna J. Jackson, Attorney at Law, PC Address: 10404 Vineyard Blvd., Ste E., Oklahoma City, OK 73120, USA Email: donnajacksonlaw@ outlook.com Web: www.okcestatelawyer.com Tel: +1 405 840 1874

“

Hiring an attorney who is knowledgeable in all three areas will insure not only that the client’s general estate planning needs are met, but also their specific needs.

”

68 Acquisition International November 2014

Donna J. Jackson, Attorney at Law, PC helps people put in place comprehensive plans for their estate No matter how large or modest, everyone has an estate –comprised of everything you own – and something in common: you can’t take it with you when you die.

•

• •

When that happens - and that is a “when” and not an “if” - you probably want to control how those things are given to the people or other organizations you care about. To ensure your wishes are carried out, you need to provide instructions stating whom you want to receive something of yours, what you want them to receive, and when they are to receive it. You will, of course, want this to happen with the least amount paid in taxes, legal fees, and court costs.

That is estate planning - making a plan in advance and naming whom you want to receive the things you own after you die. However, good estate planning, the kind of estate planning we do here at Donna J. Jackson, Attorney at Law, PC, is much more than that. It should also: • Include instructions for passing your values (religion, education, hard work, etc.) in addition to your valuables.

• Include instructions for your care if you become disabled before you die.

• Name a guardian and an inheritance manager for minor children.

• Provide for family members with special needs without disrupting government benefits.

• Provide for loved ones who might be irresponsible with money or who may need future protection from creditors or divorce.

•

Include life insurance to provide for your family at your death, disability income insurance to replace your income of you cannot work due to illness or injury, and long-term care insurance to help pay for your care in case of an extended illness or injury.

Provide for the transfer of your business at your retirement, disability, or death., Minimize taxes, court costs, and unnecessary legal fees.

Be an ongoing process, not a one-time event. Your plan should be reviewed and updated as your family and financial situations (and laws) change over your lifetime.

Elder law and special needs planning are intertwined with estate planning and are defined more by the clients to be served than technical and legal distinctions. Elder law takes into account not only the estate planning needs of a client, but also their needs as it is related to their age. Likewise, special needs planning not only take into account the estate planning needs of a client, but also their needs as they are related to the client’s disabilities.

Hiring an attorney who is knowledgeable in all three areas will insure not only that the client’s general estate planning needs are met, but also their specific needs. For elder law clients, this may involve planning for long-term care needs, including nursing home care, and coordinating private and public resources to finance the cost of that care. For special needs clients, that may include court procedures such as obtaining guardianship. It is important, not to mention more convenient, to be able to comprehensively plan with one firm. n

SECTOR SPOTLIGHT www.acquisition-intl.com

Mid-Market M&A and Cross-Border Transactions Prove Resilient in the UK

Company: Moore Stephens LLP Name: Philip Bird Email: philip.bird@ moorestephens.com Web: www.moorestephens.co.uk Address: 150 Aldersgate Street, London, EC1A 4AB, England, UK Tel: +44 (0) 20 7334 9191 Twitter: @moorestephensUK

Mid-Market M&A and Cross-Border Transactions Prove Resilient in the UK The total number of transactions in the UK has fallen throughout 2014. But why has the volume of ‘mid-market’ transactions continued to increase? Moore Stephens’ Philip Bird explains.

The first nine months of M&A data for 2014 make for very interesting reading. Highlights include: • The total number of transactions fell by 3%, to 3,478, when compared to the first nine months of 2013; • The total value of transactions increased by 9% to £220bn; • The average size of transaction has therefore increased, a trend continued from the first half of 2014; • An increase in the amount of large ticket, crossborder transaction involving UK companies; • The financial services sector was the most active in terms of volume of transactions, whilst manufacturing saw the largest value of total transactions.

However, once you dig into the detail of the data and analyse transactions by size, it is interesting to observe that the biggest increase in the number of transactions was in the ‘mid-market’ category; transactions between £10 - £100m rose by 19%. So why does the mid-market continue to be so resilient?

• Many mid-market transactions are driven by private vendor retirement or succession issues which continue despite economic conditions;

• Privately held companies constitute the largest part of UK Ltd so there is always likely to be a healthy transaction flow from these companies; • The valuation environment is improving for privately held companies as part of the overall recovery in valuations – and this partly explains the increase in the average M&A transaction size as noted above; • The tax environment for private vendors in the UK continues to be very favourable. With the right tax planning and eligibility for entrepreneur relief, vendors can enjoy capital gains tax of only 10%.

Another key feature of UK M&A in the first nine months of 2014 has been the increasing level of cross-border activity involving UK companies.

There were over 400 inward acquisitions of UK companies during the period – up 2%. Likewise the number of UK companies making acquisitions overseas reached its highest level since 2008 – 390 transactions representing an increase of 6%. The USA was the largest acquirer in the UK and the USA was the largest market for UK acquisitions. The UK continues to be a very attractive country for overseas companies to make acquisitions, and likewise, UK companies are feeling confident enough to further invest overseas. Both of these reflect the improving economic conditions in the UK.

So what should we expect for the rest of the year for M&A activity in the UK? There is no doubt that confidence is returning - a key driver of M&A activity - and with interest rates not expected to increase until well into the first half of 2015, there is reason to be optimistic. Ready availability of private equity and bank funding further support this outlook. n

“

The USA was the largest acquirer in the UK and the USA was the largest market for UK acquisitions.

”

Acquisition International November 2014 69

SECTOR SPOTLIGHT www.acquisition-intl.com

Family Offices in Singapore

Abraham LLC A Law Corporation 19 Keppel Road #09-05 Jit Poh Building Singapore 089058 Tel: +65 6513 2382 admin@abrahamlawoffice.com Contact: Mohan Raj Abraham Claudia Poon

Family Offices in Singapore To centralise and ease the control and management of a family’s assets and investments across different jurisdictions, one may consider setting up a family office. But the location of a family office is an important factor. Here, Abraham LLC sets out some of the many benefits to setting up a family office in Singapore.

Pro-Business Tax Regime A Family Office can take the form of a Singapore incorporated holding company. Besides the efficient and straightforward incorporation process and compliance procedures, there are also many tax advantages in incorporating a company in Singapore.

At a flat rate of 17%, Singapore companies enjoy one of the lowest corporate tax rates in the world. Under numerous Avoidance of Double Taxation Agreements, Singapore companies are also largely protected from double taxation. Further, a Singapore tax resident company can enjoy tax exemption on its specified foreign income that is remitted into Singapore.

Singapore adopts a one-tier corporate tax system under which tax paid by a company on its chargeable income is the final tax and all dividends paid by a company are exempt from tax in the hands of the shareholders (with no withholding tax obligation for dividends paid to non-residents). Capital gains are not subject to tax.

Exemptions from Income Tax In addition to the above, it is worthy of note that the Singapore Income Tax Act contains numerous exemptions from tax including that on the following,

subject to the relevant qualifications, exceptions and prescriptions: (i) a distribution made by a trustee-manager of a registered business trust or a trustee of a REIT; (ii) income arising from funds managed in Singapore by a fund manager; (iii) income of a foreign trust or eligible holding company established for specific purposes and administered by a trustee company in Singapore; (iv) income derived from funds or assets in a foreign account of a philanthropic purpose trust and administered by a trustee company Singapore; (v) income of a locally administered trust, and a holding company established for the purposes of such trust; and (vi) income of an eligible family-owned investment holding company.

Sophisticated Banking Environment Singapore has a sophisticated banking environment with over 120 commercial banks comprising of both local banks and foreign banks. Local banks such as DBS Bank Ltd, Oversea-Chinese Banking Corporation Limited and United Overseas Bank Limited operating as full banks are established banks having a strong

presence in Singapore as well as overseas branches.

Foreign banks which are operating as full banks in Singapore include Bank of America National Association, Bank of China Limited, Bank of India, BNP Paribas, Citibank, The Hongkong and Shanghai Banking Corporation Limited, JP Morgan Chase Bank N.A. and Standard Chartered Bank. Commercial banks in Singapore are licensed and governed by the Banking Act, and together they provide a Family Office with the necessary infrastructure, resources and comfort for carrying out banking transactions in relation to its assets and investments.

Access to Funding Singapore has a vibrant investment landscape with over 300 fund management companies and most major funds having offices in Singapore. These will be useful to a Family Office seeking to expand or diversify its portfolio, as there is relative ease of access to funding and participations of hedge funds in Singapore. * The above information is accurate as at August 2014. For more information or assistance on setting up a Family Office in Singapore, please contact us at admin@abrahamlawoffice.com or +65 65132382. n

Acquisition International November 2014 71

SECTOR SPOTLIGHT www.acquisition-intl.com

Q3 Review

Q3 Review The third quarter of 2014 has been, for many businesses, overwhelmingly successful. As the global markets continue their recovery, companies are beginning to see demand for their products and services rise once again.

Things are looking up for global business, and this month we’ve spoken to a range of companies operating in a wide range of sectors and regions to find out more about their recent performance at the outlook for the future.

72 Acquisition International November 2014

SECTOR SPOTLIGHT www.acquisition-intl.com

Q3 Review

Carvalho, Fairbairn & Guidi Law Office is an intellectual property firm and lawyers in Brazil, operating both in advisory and in legal disputes.

Company: Carvalho, Fairbairn & Guidi Law Office Address: Rua Araújo Porto Alegre, nº 70 grupo 906/908 Centro, Rio de Janeiro, Brazil Email: contato@ cfgadvogados.com.br Web: www.cfgadvogados.com.br Tel: +55 (21) 3281-4258

Founded in 2010, since the union of three well experienced lawyers, Carvalho, Fairbairn & Guidi Law Office offers you legal advice and attorneyship with excellence and quality.

The main goal of our Law office is to act in a full service way, attending to all client’s organizational needs, preserving in its essence legal services to the natural person, as it is part of our philosophy

“

The main goal of our Law office is to act in a full service way, attending to all client’s organizational needs, preserving in its essence legal services to the natural person.

that the way to reach social justice for real is a fast intervention by the lawyer, in favour of those who most need him.

In order to honour the traditional Advocacy together with all the efficiency and acuteness that current technology has to offer the growing legal dynamism, this law office has specialised itself in corporative areas that affect the everyday life of companies of all sizes, such as Real Estate Law, Tributary Law, Labor Law, Intellectual Property Law, Competition Law, Copyright and Litigious.

Carvalho, Fairbairn & Guidi Law Office works in different legal areas and in a full service way, in order to contemplate all legal developments which are a result of the operations, and also, to find creative solutions for our business’ clients.

Our areas of expertise include intellectual Property in Brazil, Real Estate in Brazil, Debit Collections in Brazil, Trademarks in Brazil, Copyright in Brazil and Patents in Brazil. n

”

Acquisition International November 2014 73

DEAL DIARY www.acquisition-intl.com

powered by

Deal Diary Welcome once again to Deal Diary – Acquisition International’s 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. In the consumer sector this month, Abris Capital Partners acquired a majority stake in AAA AUTO Group, the largest used car dealers in the CEE region, for €220m. Merrill Datasite was the Virtual Data Room Provider during the deal, which Albris and AAA hope will see the company grow to become the dominant player across all of Central and Eastern Europe.

Consumer AAA Auto Group

76

Vingino

76

In industrials, Synergo SGR, a private equity firm with over €1bn in assets under management, has become a shareholder in TMCI Padovan S.p.A., a world leader in the engineering and manufacturing of turnkey fluid treatment solutions for the Food & Beverage industry. Gianluca Cedro at Emintad was Financial Adviser to the vendor, and Giovanni Tinuper at PwC was Financial Due Diligence Provider.

Energy & Resources STEAG

77

In support services, Parkare Group, a manufacturer of pay and display machines and parking systems with operations in Bristol, has been sold to Italy’s Came Group, a €250m-turnover giant headquartered in Disson di Cassier which manufactures parking systems, gates and garage doors. Came Group says the deal, during which Merrill Datasite was the Virtual Data Room Provider, will introduce it to the off street on street parking sector.

Total Coal South Africa Proprietary Limited

77

Also in support services, Exclusive Networks Group, the pan-European SuperVAD that de-risks accelerated market entry and growth for innovative security, networking and infrastructure technology vendors, acquired Sidin, Italy’s leading independent security VAD. Marcello Rabbia at Studio Palea was Financial Adviser to the vendor.

And in healthcare, the investment fund Accent Equity 2012 has reached an agreement to acquire Textilia, Sweden’s leading supplier of textile services to the healthcare sector, from Litorina Kapital III. It’s a deal which, Accent Equity Partners feel, will offer great opportunities to continue growing Textilia both organically as well as via select strategic acquisitions. Merrill Datasite was the Virtual Data Room Provider during the deal.

Have you done a deal lately? If so, then we want to hear from you. Head over to our website, www.acquisition-intl.com, and submit the details. n

Financial Services CTOS Data Systems

78

ApexPeak

78

Health Care Textilia

79

VitamFero

79

Industrials TMCI Padovan

80

BSH Bosch und Siemens Hausgerate GmbH

80

Real Estate 54 Australian Pubs

81

Support Services Parkare

82

Sidin

82

TMT

74 Acquisition International November 2014

Bureau 14

83

Grupo Sonitel

83

DEAL DIARY www.acquisition-intl.com

powered by

Support Services H1 2014 was a pleasing period in terms of the volume and value of M&A transactions in the support services industry, according to Zephyr, the M&A database published by Bureau van Dijk. In all there were 5,102 transactions worth an aggregate USD 134,137 million over the six months.

H2 2014 has been progressing fairly well by comparison. Although results have not hit any spectacular level, they are roughly where they would be expected to be if they are to reach a similar level to H1. So far there have been 3,527 deals with an aggregate value of USD 93,124 million. Not only does this mean that if things continue apace results should compare relatively favourably with H1, but the situation year-on-year is also likely to be fairly positive. In the second half of 2013 there were 4,507 deals worth a combined USD 101,675 million. Even if value ultimately does not reach the same heights as these previous periods in H2 2014 there has still been progress in recent years. The USD 93,124 million notched up so far represents the third-highest investment level (after H2 2013 and H1 2014) since the global financial crisis took hold in 2008.

North America accounts for a large portion of the investment recorded in 2014 to date; in all the region has been targeted in 3,538 deals worth USD 113,522 million so far, placing it at the top of both the volume and value tables. In terms of value it dwarfed even its nearest competitor, the Far East and Central Asia, which notched up USD 42,385 million and was followed by Western Europe with USD 30,342 million. By volume Western Europe placed second on 2,192 deals while the Far East and Central Asia followed with 1,368.

To conclude, the situation for the support services sector looks promising as both volume and value appear likely to reach similar levels to the first half of the year and are likely to surpass H2 2013. However, there is unlikely to be a large gap between the periods, so cautious optimism seems to be the order of the day. n

Number and Aggregate Value (Mil USD) of Support Services Deals Globally by Type: 2006-2014 to date (as at 31 October 2014) Deal half yearly value (Announced date) H1 2006

Number of deals 2,720

Aggregate deal value (mil USD) 91,302

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

2,599 2,807 2,607 2,408 2,128 2,211 2,385 2,414 2,432 2,669 3,049 3,352 3,936 3,928 4,507 5,102 3,527

94,769 122,012 125,759 87,849 67,587 38,040 64,421 74,339 85,916 85,224 77,321 60,557 80,837 83,760 101,675 134,137 93,124

Acquisition International November 2014 75

DEAL DIARY www.acquisition-intl.com

Consumer Deals

Abris Capital acquisition of AAA Auto Group Abris Capital Partners today contracted to acquire a majority shareholding in AAA AUTO Group.

The transaction has been approved by the Czech Anti-monopoly office. Once the transaction obtains clearance from other, non-Czech, anti-monopoly authorities, Abris will secure ownership of over 95% of the Group. The value of the transaction is € 220 million.

“Today, the 2-year process for the sale of a majority stake in AAA AUTO Group has been formally confirmed. I am glad the Group now has a strong international financial investor,” said Karolína Topolová, CEO of AAA AUTO.

acquisition of

The transaction has already been approved by the Czech Antimonopoly Office (ÚOHS) and now awaits clearance from the anti-monopoly bodies of three additional countries – Slovakia, Russia and Ukraine.

Decisions are expected within a few weeks.

Virtual Data Room Provider

“The new majority owner will then formally take over the Group´s business. We do not expect any personnel or business model changes. The new investor has asked Mr Anthony Denny to retain a role as strategic advisor to the company’s senior management,” added Topolová.

Legal Adviser to the Purchaser

AAA AUTO founder, Anthony James Denny, who has divested his entire holding of 81.4% in AAA AUTO Group, said: “Abris have acquired a high-quality and highly profitable asset with a proven track record in Central and Eastern Europe, and with considerable potential for further profit growth through regional expansion.”

Commenting on the transaction, Paweł Gieryński, Partner and Chief Investment Officer at Abris, stated that “From the very first meeting, I have been impressed by the professionalism of the entire management team of AAA Auto. This is by far the largest, most modern and most innovative franchise of used cars in the countries in which it operates. With our support, we would like to grow the business to become the dominant player across all of Central and Eastern Europe.”

Legal Adviser to the Vendor

“The Management Team of AAA Auto has already proven its skills in international expansion. We want to continue that strategy and quickly enter the Polish and Romanian markets, where AAA AUTO will expand rapidly in 2015 and 2016/2017 respectively,” said Wojciech Łukawski, a Partner at Abris. n

Legal Advisers to the Debt Providers

Triacta and Ludo Onnink jointly acquire majority stake in fashion brand Vingino Triacta, hands-on investor based in Baarn, The Netherlands, and Ludo Onnink have jointly acquired a majority interest in Vingino, the leading Dutch fashion brand for cool and quirky children’s clothing. The entire management team will be retained and will, together with the new shareholders, work on the further expansion and international growth of the Vingino business. Ludo Onnink, a private investor, will provide strategic and commercial counsel to Vingino and Vingino founder Ben Dekker will continue in his role as creative director.

Vingino was founded in 2001 and grew, following the success of its jeans line designed for kids, rapidly in the Netherlands. Within a few years, the collections were also sold abroad and were expanded from jeans only to include tops, non-denim, underwear, swimwear, accessories (including sunglasses) and footwear. From the beginning, Vingino has created its own unique identity by working exclusively with an in-house designer team. Distribution takes place via clothing stores, department stores (shop-in-shops, including in the Bijenkorf), webshops and owned outlet stores.

Vingino currently employ s approximately 50 staff.

Triacta will actively support the Vingino management team with the international expansion of the successful fashion brand that is renowned for its attractive price/quality ratio within the premium segment. The cool kids clothing is currently available in the Netherlands, Germany, Belgium, Scandinavia and Italy. Further expansion of the distribution to other European markets is foreseen in the next few years, and subsequently also to other parts of the world.

Ludo Onnink has been an executive with Tommy Hilfiger for 18 years, most recently serving as its global Chief Operations Officer. He was involved with the start of the business in Europe in 1996 and helped grow the brand to a large worldwide player. Since 2010, Tommy Hilfiger has been part of PVH Corp., a NYSE listed apparel company with US$ 8.3 billion in yearly revenues, that also owns Calvin Klein. n

76 Acquisition International November 2014

and

Ludo Onnink jointly acquire majority stake in fashion brand

Advisers

DEAL DIARY www.acquisition-intl.com

Energy & Resources Deals

KSBG acquisition of STEAG from Evonik Rhine-Ruhr consortium of municipal utilities signed a contract with Evonik to take over the remaining 49 percent in the power utility STEAG, which is headquartered in Essen. The purchase price is about €570 million. The consortium which had already acquired 51 percent of STEAG in 2011, now becomes the sole owner of STEAG. The closing is expected in early September.

Bernd Wilmert, Chairman of the Managing Board of KSBG (Municipal Holding Company [Kommunale Beteiligungs-gesellschaft]) and spokesperson for the Managing Board at Stadtwerke Bochum Holding GmbH (Municipal Utilities Bochum Holding Company) explains: “Rhine-Ruhr consortium of municipal utilities is taking advantage of the current favorable situation in the capital market and is exercising its contractually agreed call option to acquire the outstanding 49 percent at the current time. With each year we would have waited, the takeover would have become substantially more expensive. In addition, as sole shareholder of STEAG, we have better options for shaping the further development of the company”.

acquisition of

from

Klaus Engel, Chairman of the Executive Board of Evonik Industries AG, says: “We know that STEAG is in good hands with KSBG. With the transfer of the remaining shares to STEAG, we have now completed what we began nearly four years ago as part of our concentration on specialty chemicals”. At the end of 2010, KSBG and Evonik had signed a contract by which KSBG took over 51 percent of the shares in the power company. With the purchase contract, an agreement had been reached, which enabled RhineRuhr consortium of municipal utilities to now exercise the option to acquire the outstanding 49 percent.

The purchase price mechanism for the second portion was also specified then.

“The investment in STEAG proved profitable. The dividends to consortium have so far exceeded expectations, and our expectations from a business perspective have also been met completely. Therefore, we are optimistic about the future”, explains Guntram Pehlke, Chairman of the Executive Board of Dortmunder Stadtwerke AG (Dortmund Municipal Utilities), DSW21, and Chairman of the Supervisory Board of STEAG. “After the complete takeover, we will now continue the search for partners, with which we can continue to develop this investment”.

Dr. Achim Compes

Adviser

GÖRG Partnerschaft von Rechtsanwälten mbB represented KSBG Kommunale Beteiligungsgesellschaft GmbH & Co. KG, Purchaser of Steag Group from Evonik.

GÖRG advised the Purchaser on the SPA and related Corporate issues. Leading the team at GÖRG was Dr. Achim Compes, Partner. acompes@goerg.de | www.goerg.de n

Exxaro acquisition of Total Coal South Africa Proprietary Limited Exxaro has entered into a binding sale and purchase agreement (the “SPA”) with Total S.A. (“Total”) for the acquisition of 100% of the issued share capital of Total Coal South Africa Proprietary Limited (“TCSA”) and its related export marketing rights under primary Richards Bay Coal Terminal (“RBCT”) allocation (“the Acquisition”).

In terms of the Acquisition, Exxaro will acquire 100% of the issued share capital of TCSA from Total as well as settle all outstanding loan claims of Total Finance S.A.S (“Total Finance”) against TCSA.

acquisition of

Exxaro confirms that after the completion of the Acquisition, TCSA will be a wholly-owned subsidiary of Exxaro and the Memoranda of Incorporation of TCSA and its subsidiaries will not frustrate Exxaro from compliance with its obligations in terms of the Listings Requirements.

Exxaro anticipates financing the Purchase Consideration using its existing corporate debt facilities, which have been reserved for the Acquisition. Exxaro is required to provide a US$-based guarantee for the Purchase Consideration.

“Exxaro is delighted with its success regarding the Acquisition and for the growth opportunities it will provide for Exxaro as well as the contribution to the South African economy in terms of continuing employment and foreign earnings. The consolidation of ownership of coal assets within South Africa is a welcome opportunity,” said Sipho Nkosi, Exxaro’s chief executive officer.

Merrill DataSite was representing Total in this project with whom they have a long-standing relationship. They were led by Jerome Pottier, sales director, Merrill DataSite, France. Mr. Pottier commented: “We provided the virtual data room for online due diligence against thousands of pages of confidential information. We were able to provide a quick and efficient service to help support closure of this deal.”

Jerome.Pottier@merrillcorp.com n

Virtual Data Room Provider

Financial Due Diligence Provider

Jerome Pottier

Acquisition International November 2014 77

DEAL DIARY www.acquisition-intl.com

Financial Deals

Creador acquisition of CTOS Companies South East Asian private equity (PE) fund Creador has recently acquired a 70% stake in Malaysian-based credit reporting agency CTOS Data Systems for around USD 65m, according to a source close to the deal.

Raja, Darryl & Loh represented the vendors and substantial shareholders of CTOS Data Systems Sdn Bhd, CTOS Business Systems Sdn Bhd and Automated Mail Responder Sdn Bhd (“CTOS Companies”) in the sale of the CTOS Companies to Inodes Limited (a Creador company). The vendors of the CTOS Companies retain a 30% stake in the new SPV holding company that will own the CTOS Companies.

The vendors of the CTOS Companies have been with RDL for more than 2 years.

The team at RDL was led by Tai Chu-Wei. He was assisted by Benjamin Kong (Senior Associate) and Ong Shih-Wei (Associate). He commented: “RDL acted as vendor solicitors in the sale of the CTOS Companies to Creador. We helped review and negotiate the definitive agreements for this transaction. We advised on legal and possible regulatory issues that are of concern to the vendors in effecting the sale to Creador.”

“We took a middle path in the negotiations and on most legal issues always bearing in mind the bigger picture and the goal the client was trying to accomplish. This same Tai Chu-Wei approach was likewise adopted by the purchaser lawyers, Christopher & Lee Ong, making the transaction relatively painless as lawyers on both ends strove to complete the transaction instead of putting roadblocks along the way. A solution orientated and business friendly approach was taken by both sets of lawyers. Whilst the transacting parties and advisors were friendly, what proved to be challenging with this project was the small window of time for sealing the deal and later completing the M&A.”

Creador acquisition of

companies

Legal Adviser to the Vendor

Financial Adviser to the Vendor

“CTOS is already the leading credit bureau in Malaysia and is poised for considerable growth. We believe that the CTOS acquisition by Creador marks a new chapter in the corporate life span of the CTOS Companies as Creador leverages on their experience of grooming growth orientated companies as they work with the vendors of the CTOS Companies on the next stage of growth for the CTOS business.” taichuwei@rdl.com.my | www.rajadarrylloh.com n

Umati Capital Kenya acquisition of credit line from ApexPeak Umati Capital, a company that finances businesspeople and farmers supplying larger agribusinesses, has secured a $10 million (Sh880 million) credit line from Singapore-based ApexPeak to fund its expansion.

Umati said the credit line from ApexPeak will target SMEs processing milk and fresh produce like maize, wheat, barley and rice. “We look forward to aggressively expanding our unique blend of technology and financial services to companies in the agribusiness sector,” said Umati co-founder Ivan Mbowa in a statement.

Auma Okelo

acquisition of credit line from

Legal Adviser to the management team

Ashitiva & Company Advocates represented Umati Capital (Kenya) Limited. The team was led by Miss Auma Okelo, Lead Associate in the Commercial Law Department, assisted by Mr. Kennedy Ashimosi, Partner – Real Estate and Commercial and supported by Miss Anne Masese, Lawyer, Commercial Law Department. Miss Okelo commented: “We have worked with Umati Capital (Kenya) Limited since January 2014. Our role in the transaction was reviewing the contract forwarded to Umati by ApexPeak, advising our clients on the transaction, making major recommendations and subsequently re-drafting of the contract.”

“As this was a cross-border commercial contract which comes with many challenges, we had to ensure that we were thorough in our assessment and review of the agreement and that it adequately protected our client as well as ensuring that the agreement was in line with Kenyan laws.”

“This credit line allows Umati to expand their operations by affording them the financial muscle to increase their market share with micro-finance financing. The demand in Kenya for loans is high and this pool ensures that they adequately penetrate the market.”

“From a legal stand-point one must always be conscious that there is a possibility that the contract may end up in a court of law and there are a number of issues that one must navigate through to ensure the contract adequately protects your client.” aokelo@ashitivaadvocates.com | www.ashitivaadvocates.com n

78 Acquisition International November 2014

Risk & Insurance Due Diligence Provider

DEAL DIARY www.acquisition-intl.com

Healthcare Deals

Accent Equity acquisition of Textilia The investment fund Accent Equity 2012 has reached an agreement to acquire Textilia, Sweden’s leading supplier of textile services to the healthcare sector from Litorina Kapital III. Shareholders in the company’s management and board will remain as owners after the transaction. Textilia operates five sites in Sweden with combined sales of SEK 500 million.

Textilia has national coverage in Sweden with textile services operations in Boden, Långsele, Rimbo, Örebro and Karlskrona. The company has a leading position in the textile services industry, providing mission-critical services to the healthcare sector. The range of services includes procurement, logistics and laundering as well as customer-specific textile services. Several of Textilia’s operations have been certified according to the Nordic Ecolabel (Svanen) requirements e.g. with respect to their energy consumption.

acquisition of

Virtual Data Room Provider

“Textilia has established a solid position in a stable-growth market segment,” comments Niklas Sloutski, CEO of Accent Equity Partners, advisor to the investment fund Accent Equity 2012.

Environmental Due Diligence Provider

“The company’s sustainable investments in product development and environmental-friendly modus operandi have laid a strong foundation for future growth. We foresee great opportunities to continue growing Textilia both organically as well as via select strategic acquisitions.”

“We have had a very good working relationship with our former owners,” says Fredrik Lagerkvist, CEO of Textilia. “I am looking forward to continue a sustainable development of Textilia with Accent Equity as our new main owner.”

The closing of the transaction is expected for Q4 this year and is conditional on e.g. approval of the Swedish competition authority. n

Financial Adviser to the Vendor

Legal Adviser to the Purchaser

VitamFero VitamFero, a company developing novel anti-infective (notably anti-parasitics) prophylactic applications in animal health, has just secured a new capital increase in the amount of €2.7 million with GO CAPITAL (through the Ouest Ventures II fund), Pradeyrol Développement and Business Angels affiliated with Val de France Angels, accompanied by the original shareholders (i.e. CapDecisif Management, G1J Ile-de- France and individual investors) who thus renewed their confidence in, and support for, the company.

An officially-approved Genopole® firm established in 2005, VitamFero exploits major advances obtained and patented in partnership, notably, with the INRA (National Agronomic Research Institute, France) and François-Rabelais University of Tours in the field of anti-parasitic vaccines and veterinary neonatal immunostimulants, fields where needs remain largely unmet and where the market is estimated at several billion euros. VitamFero’s technology is based on the development and molecular engineering of parasite strains (i.e. Toxoplasma gondii, Neospora caninum, ...) that are live and attenuated by targeted and total deletion of virulence genes.

IP Due Diligence Provider

Cabinet BENECH Legal Adviser to the Vendor

This investment will allow VitamFero to pursue development of its products, notably in preventing ovine toxoplasmosis and bovine neosporosis, and to prepare their commercialization with the assistance of leading industry partners.

Member of Atlanpole Biotherapies, a French competitivity cluster, VitamFero is active in Molecular & Cellular Biology and Immunology in close collaboration with François-Rabelais University of Tours and the INRA. In addition to its laboratory in Tours (France), VitamFero will shortly have additional laboratories in Angers (France) where the company will consolidate its biopharmaceutical and clinical developmental activities and benefit from the internationally-recognized expertise of the University of Angers in biologic drug delivery.

Financial Due Diligence Provider

Eventually, VitamFero aims to be in a major position in the attractive and very promising veterinary vaccines market. n

Acquisition International November 2014 79

DEAL DIARY www.acquisition-intl.com

Industrial Deals

TMCI Padovan Synergo SGR, a private equity firm with over €1 billion in assets under management, has become a shareholder in TMCI Padovan S.p.A., a world leader in the engineering and manufacturing of turnkey fluid treatment solutions for the Food & Beverage industry.

The €20 million equity investment will support TMCI Padovan’s growth path over the next few years, both organically and through selected acquisitions.

TMCI Padovan, founded in Treviso nearly a century ago, was initially focused on machinery for the wine industry. Later on, under the leadership of entrepreneur Osman Sagmanli, the Group successfully diversified into the food processing industry. Today, almost 90% of its turnover is generated outside of Italy.

Financial Adviser to the Vendor

Synergo will partner with Mr. Sagmanli in the next development phase of the Group, which, after having almost doubled its turnover in the past four years, will continue to focus on geographical areas with high growth potential such as the Far East, the Middle East, Russia and former Soviet countries, and South America.

Financial Due Diligence Provider

EMINTAD acted as Financial Advisor of the Company (appointed by the shareholder), led by Gianluca Cedro – Senior Partner with a team including Alex Bellini and Luciano Di Fazio. EMINTAD have a long standing relationship with the company (since 2011). Mr Cedro commented: “We have assisted the shareholder during the investment phase, Info Memo production, Private Equity Fund selection, Negotiation through the transaction. The Private Equity Fund investment (mainly in Capital increase) will give the Company a strength Financial Position with the goal to enter into a M&A phase which will allow the company to improve its market share and competitive positioning among the international market to became a target for Multinational Groups.”

Gianluca.cedro@emintad.it Gianluca Cedro www.emintad.it

Legal Adviser to the Purchaser, Tax Adviser & Legal Adviser to the Equity Provider

Commercial Due Diligence Provider

Giovanni Tinuper, PwC Transaction Services Partner and Francesco Tieri led the team at PwC who were representing Synergo on financial due diligence. n

The Bosch acquisition of Siemens’ stake in BSH Bosch und Siemens Hausgeräte GmbH Robert Bosch GmbH will acquire Siemens’ 50 percent stake in the joint venture BSH Bosch und Siemens Hausgeräte GmbH. The joint venture was created in 1967 and BSH has become Europe’s largest producer of household appliances and a world-leader in its field, with revenue of about €10.5 billion in 2013 and around 50,000 employees worldwide. The purchase price will total €3 billion. The transaction, which still requires regulatory approval, will probably be completed in the first half of calendar year 2015. Under the terms of the agreement, BSH will also be allowed to produce and market household appliances under the Siemens brand over the long term.

“BSH has been a successful and profitable company for many years. Strategically and technologically, it is a perfect match for the Bosch Group”, said Volkmar Denner, chairman of the board of management of Robert Bosch. The Siemens accord also allows Bosch to reduce dependence on the auto industry as one of the world’s largest car-parts maker.

acquisition of

stake in

The agreement is Bosch’s second in a week to buy out a joint venture partner, following a deal to gain full control of car steering-systems producer ZF Lenksysteme GmbH. Robert Bosch GmbH was represented in both deals by the Munich office of Gibson, Dunn & Crutcher LLP. The team was led by partner Lutz Englisch who has a long standing relationship with Bosch and included Michael Walther (Partner – IP/Antitrust Law), Hans-Martin Schmid (Partner – Tax Law), Mark Zimmer (Partner – Employment Law) and associates Hubertus Schröder, Marcus Geiss, Sonja Ruttmann, and Georg Zerr (all Corporate/M&A), and Kai Gesing (IP/Antitrust Law).

Legal Adviser

www.gibsondunn.com n

Lutz Englisch

Michael Walther

Hans-Martin Schmid

80 Acquisition International November 2014

Mark Zimmer

DEAL DIARY www.acquisition-intl.com

Real Estate Deals

Charter Hall Group and Hostplus acquisition of 54 Australian pubs from ALH Group Charter Hall Group, a diversified real estate investment trust, has struck a deal with super fund HOSTPLUS to buy a $603 million portfolio of properties from the Woolworths-owned ALH Group.

The deal has been well telegraphed and indicates that Woolworths is keen to follow the trend in property to raise cash, to help reduce debt and expand its core business, via the sale and leaseback of assets.

Companies rarely own their properties as it is considered idle cash on the balance sheet.

and

The portfolio comprises 54 pubs, of which 46 also include a Dan Murphy’s and/or BWS retail tenancy, which are predominantly located in metropolitan areas.

The pubs include the Croxton Park Hotel and Manhattan Hotel in Victoria, the Villa Noosa Hotel and Parkwood Tavern in Queensland, the Hyde Park Hotel in Western Australia, and others in Ballina and Coffs Harbour in NSW. Under the deal, the pubs will be owned by a newly created vehicle, the Long WALE Investment Partnership (LWIP), which is managed and co-owned by Charter Hall and HOSTPLUS.

acquisition of 54 Australian pubs from

JLL Hotels & Hospitality Group represented Charter Hall which as a firm they have undertaken a significant amount of work for over several years.

Leading the team at JLL were David Marriott, Senior Vice President and Anthony Corbett, Executive Vice President. They commented: “We undertook a valuation of each of the 54 pubs for first mortgage secu¬rity purposes. We mobilised a dedicated team of hospitality professionals to complete these valuations (including inspection, analysis and reporting) within a very short timeframe in order to meet the clients strict due diligence requirements and urgent timeline.”

Property Valuer

“The acquisition provides the client with a large scale portfolio of assets subject to individual 20 year leases with ALH Group. This is the client’s first entry into the hospitality sector.” david.marriott@ap.jll.com Anthony.corbett@ap.jll.com www.jll.com/hospitality n

Acquisition International November 2014 81

DEAL DIARY www.acquisition-intl.com

Support Services Deals

Came Group acquisition of Parkare Parkare Group, a manufacturer of pay and display machines and parking systems with operations in Bristol, has been sold to Italy’s Came Group.

Julia Parkare, the chief executive of Spain-headquartered Parkare Group, hailed the deal as “very positive” for the business, which was formed in 1980.

Came Group investment in

She added that it would “open many opportunities for expansion into new markets where the company is not yet present.”

Came Group, a €250-turnover giant headquartered in Disson di Cassier which manufactures parking systems, gates and garage doors, said the deal would introduce it to the off street on street parking sector.

Paolo Menuzzo, president of Came Group, added: “The acquisition of Parkare is another step in our strategy of diversification and consolidation of business started in 2004 with the purchase of Urbaco, today considered maximum reference in the management of public spaces.

Virtual Data Room Provider

Financial Adviser to the Vendor

“This operation, which links two strongly service-oriented companies, enables us to develop new synergies and consolidating growth strategies, even more, our leadership in international markets.”

In the UK, Came Group has bases in Nottingham and Manchester.

Alvaro Ortega

Alvaro Ortega, director, led the team at Merrill DataSite, who were representing MCH Private Equity on this deal. Their role in the transaction was to provide the virtual data room for due diligence. Mr Ortega commented: “In this transaction, Merrill DataSite liaised with all key stakeholders on the provision of a virtual data room for secure due diligence on the project. The Merrill DataSite VDR gave all participants access to the information they needed, maintaining the highest security standards and supporting a successful deal close.”

Alvaro.Ortega@merrillcorp.com www.datasite.com n

Financial Due Diligence Provider

Exclusive Networks Group acquisition of Sidin Exclusive Networks Group today announced a new acquisition to transform its capabilities in the Italian market and extend the international and strategic value of vendor relationships such as A10 Networks and Fortinet. Sidin is the country’s leading independent security VAD, and combining its strength with the existing Exclusive Networks Italy business will create a powerful new force in the Italian security distribution market with sufficient critical mass to form a more balanced proportion of future Group revenues which are targeted to hit 1bn€ by 2017.

acquisition of

Best known for its value-adding expertise in IT security, Sidin’s security division boasts annual revenues of around 30m€ from a range of vendors, including A10, Allot and Fortinet. The acquisition means Fortinet solutions are now distributed by Exclusive Networks businesses in 12 territories from Africa to the Middle East and Australia/New Zealand and throughout all major western European economies.

The Sidin acquisition also sees Sidin’s General Manager Gian Silvio Galvani take up the position of Joint Country Manager of Exclusive Networks Italy alongside Edoardo Albizzati, who has successfully driven the Group’s local presence since its inception in 2008. Sidin’s Turin based offices and warehousing facilities complement Exclusive Networks’ existing presence in Milan.

“This is a great opportunity to achieve a new phase of growth and realise the full potential of our combined knowledge, relationships and commitment,” said Galvani. “These are exciting times for us all, and I’m sure we can be very successful with the full backing of Exclusive Networks Group.”

Marcello Rabbia

Studio Palea, member of RSM International, provided financial advice to the Vendor, led by Marcello Rabbia, partner. Mr Rabbia commented: “The deal was structured in two phases. First, spin-off of the business through an in-kind contribution into a NewCo, second, sale of the shares of NewCo to Eclusive Network. Studio Palea acted as financial advisor of SIDIN SpA. We have assisted the company in structuring the deal, in the process of definition of the financial parameters taken as basis for the negotiation phase; we have supported the company during the financial and tax due diligence and for the definition and closing of the final agreement.” marcello.rabbia@studiopalea.it | www.studiopalea.it n

82 Acquisition International November 2014

Financial Adviser to the Vendor

Financial Due Diligence Provider

Legal Adviser to the Vendor

DEAL DIARY www.acquisition-intl.com

TMT Deals

Newfund investment in Bureau 14 French venture capital firm Newfund has made an investment of $1m into Bureau 14, a Parisian developer of a database management system. The company plans on using the capital to grow its position in the market of big data. It also intends to use the funds to expand internationally.

investment in

“In the digital age, the increase in computational power is not the only factor of the increase in the speed of data processing. In order to fully exploit them, data must be easily and quickly accessed. And this is what Bureau 14 provides, in an elegant and highly efficient manner” states CA. Morand, Newfund associate.

Jean-Jacques Vallotton

Delta Inter Management advised Bureau 14 on the financial investment. They were led by senior partner Jean-Jacques Vallotton who commented on the deal: “Delta Inter Management has been advising and supporting midsize companies and entrepreneurs for nearly 15 years in their development projects with a special focus on financial matters.

Financial Investment Adviser

“Our activities include outstanding operations throughout companies’ life such as outset of operations, M&A, raising capital, IPO, turnaround or restructuring.

Alain Goetzmann

Françoise Ricouard

“While we are generalists in terms of business sectors the partners maintain expertise related to their past occupations. For instance in fields such as information technologies, electronics, vehicle industry, international commerce and franchising.

Financial Audit

“The most recent disclosable assignment was to support and raise series-A funding from Newfund for Bureau 14. We assisted the company in refining its value proposition, finding new partners, developing the memorandum of information and closing the deal. This Parisian start-up developed quasardb that is innovative software to process massive data . It is used among other applications by Corporate and Investment Banks to help calculating their Value-At-Risk or derivative securities pricing.” n

Cable & Wireless acquisition of Grupo Sonitel Cable & Wireless Communications, Plc (CWC), through its subsidiary Cable & Wireless Panamá, S. A. (CWP), has agreed to acquire Panama-based Grupo Sonitel for US$36 million plus contingent consideration of up to an additional US$5 million. Grupo Sonitel operates SSA Sistemas, a provider of end-to-end managed IT solutions and telecoms services to business and government customers in Panama, as well as in El Salvador, Nicaragua and Peru; and Sonset, a provider of IT solutions and services to Small and Medium Enterprise (SME) customers in Panama. Logistica, an IT hardware reseller and a small number of other non-core Grupo Sonitel companies, are not included as part of the transaction.

Bringing together CWP’s networks, connectivity expertise, and customer scale, with Grupo Sonitel’s end-to-end managed services and solutions will create a market-leading proposition for customers in Panama. There are also opportunities to grow the business in El Salvador, where the two companies already partner on the government’s 911 project, as well as in Peru, Nicaragua and the Caribbean markets where CWC is the leading provider of telecoms services to businesses. Combining the most extensive MPLS and international connectivity network in the region, with Grupo Sonitel’s capabilities, will provide further growth opportunities.

Partners Raúl Borrell, Alejandro Ferrer and associate Rita de la Guardia led the team at Alemán, Codero, Galindo & Lee who were representing CWP. Mr. Borrell commented: “we have been working with Cable & Wireless for over 15 years. We advised them in all matters related to the transaction, conducted the due diligence of all the acquired companies and drafted and negotiated the Stock Purchase Agreement.

We believe that our active and proactive involvement in the transaction was an important element of the transaction’s success. This acquisition will allow CWP to expand its geographical presence in Latin America, and to broaden the range of services that the company provides to its clients.”

acquisition of

Legal Adviser

rborrell@alcogal.com www.alcogal.com n

Raúl Borrell

Acquisition International November 2014 83

Acquisition International’s monthly lifestyle section...

playHARD

Perfect Manors Skiing with the Jet Set at the St. Regis Aspen Resort.

play HARD www.acquisition-intl.com

Perfect Manors Inspired by the “grand manor” lifestyle of America’s Gilded Age, the St. Regis Aspen Resort, at the base of Aspen Mountain, is an opulent, yet homely, base for enjoying everything the region has to offer – both on and off the piste.

86 Acquisition International November 2014

play HARD www.acquisition-intl.com

An uncompromising base for arbiters of fine food and wine and connoisseurs of culture and adventure seekers, the St. Regis Aspen Resort delivers a benchmark of personalised service and attention to detail amidst the relaxed spirit of the majestic Rocky Mountains.

the Presidential Suite, include marble bathrooms featuring double vanities, hair dryer, scale and telephone, a 40-inch flatscreen TV, Individual heating and air conditioning controls and High-speed broadband and WIFI access in all guest rooms, as well as a Bose stereo CD & AM/FM clock radio.

Inspired by the “grand manor” lifestyle of the late 19th century’s Gilded Age, when Americans who achieved wealth celebrated it as never before, the imposing red-brick building, which first opened its doors in 1992, underwent in 2011 a US$40m redesign to refresh its guest rooms and public spaces.

It’s a luxurious environment that, after a strenuous day on the slopes, will make you want to simply slip into one of the Frette bathrobes and pamper yourself with the complimentary Laboratoire Remède skin and hair care amenities.

The hotel today boasts comfortable, well- appointed guest rooms and suites, fine dining options at the fabulous restaurant or Shadow Mountain Lounge, Remède Spa, over 20,000 square feet of function space and a variety of seasonal activities for all ages year-round.

There’s a rich sense of heritage that you’ll recognise in each and every detail of your stay. Cherished traditions such as fresh flowers, afternoon tea service and midnight supper are carried out as flawlessly today as they were a century ago. Likewise, the art of sabering a bottle of champagne – using a ceremonial sword to break the entire neck away from the bottle, leaving only the base of the bottle open and ready to pour – is still practiced, and cognac and hand-rolled cigars remain an after dinner staple.

The hotel offers complete concierge services, a ski valet service, twice-daily housekeeping service including evening turndown service, complimentary morning coffee service and newspaper, complimentary aspen airport transfers, 24-hour room service, valet parking and a fully-equipped business centre offering 24-hour service.

The hotel is proud to be youngster-friendly, with the fantastic Children’s Recognition Program, which includes an “Adventure Backpack” with gifts, childsized bathrobes, children’s concierge and more.

Flavours of Colorado The St. Regis has an extensive menu of food and drinks that are sure to excite your culinary palate.

The hotel’s Executive Chef carefully selects seasonal ingredients that complement the seasons and bring forth the natural flavours of Colorado.

“

There’s a rich sense of heritage that you’ll recognise in each and every detail of your stay.

Cherished traditions such as fresh flowers, afternoon tea service and midnight supper are carried out as flawlessly today as they were a century ago.

Ideally located at the base of Aspen Mountain, The St. Regis Aspen Resort is situated between the mountain’s two primary base ski lifts and within walking distance to all of Aspen’s shops, restaurants and entertainment. The hotel is just 10 minutes from Aspen’s airport and offers convenient access to all four ski areas as well as area golf courses.

In addition to the 179 Guest Rooms there are five Junior Suites, 17 One-Bedroom Suites, two Loft Suites and three Presidential Suites. Suites also include the St. Regis Signature Butler Service to assist with packing and unpacking, laundry service, shoe shines, and many other services available 24 hours a day.

For dog lovers, the hotel offers canine-friendly rooms, for a US$100 flat fee. The St. Regis Pet Program also includes in-room pet beds, dog walking service and more.

Furthermore, the St. Regis Residence Club, Aspen offers 25 two- and three-bedroom luxury fractional ownership residences.

Guest rooms, which range from around US$450 for a standard Guest Room to around US$3,650 for

”

Chefs Club by FOOD & WINE at The St. Regis Aspen Resort, the flagship restaurant under the Chefs Club USA brand, brings the FOOD & WINE brand to life through their signature Best New Chefs awards platform honouring the country’s most promising upand-coming chefs. Each year, FOOD & WINE selects from their coveted list of Best New Chefs to consult and curate new menu items in collaboration with the culinary team at the restaurant to create an epicurean experience beyond expectation.

FOOD & WINE Executive Wine Editor Ray Isle oversees the wine program, while Beverage Director Anthony Bohlinger creates the hotel’s innovative cocktail program.

There’s also the Shadow Mountain Lounge, which welcomes you with a roaring fireplace and custom designed furnishings influenced by the historic aspen area culture with a contemporary attitude.

Whether relaxing by the fire, hosting friends, or cozying up to loved ones, the Shadow Mountain Lounge offers cocktails, aperitifs, wines and a selection of domestic and imported beers. It’s the perfect place to partake of a nightcap, enjoy a sweet

Acquisition International November 2014 87

play HARD www.acquisition-intl.com

St. Regis Aspen Resort Address: 315 East Dean Street Aspen, Colorado 81611 Tel: +1 970 920 3300 Web: www.stregisaspen.com

“

It’s a luxurious environment that, after a strenuous day on the slopes, will make you want to simply slip into one of the Frette bathrobes and pamper yourself with the complimentary Laboratoire Remède skin and hair care amenities.

”

88 Acquisition International November 2014

play HARD www.acquisition-intl.com

treat, or indulge in that most American of pastimes: roasting s’mores.

Treat yourself The Remède Spa at the St. Regis Aspen Resort, which was ranked as the #1 Hotel Spa in the World by Travel & Leisure Magazine, is open seven days a week and features a wide range of treatments, including aromatherapy, body treatments, chromatherapy, energy work and facials.

The spa also features an innovative new spa treatment: Farm-to-Massage-Table (FTMT). A twist on the already popular Farm-to-Table concept, FTMT uses locally-sourced and natural ingredients to fully seduce all the senses in a multi-dimensional five course spa experience.

FTMT allows the guest to taste what they’ve smelled, sensed and seen; to treat one’s body as a palate and to be scrubbed, massaged and fed. All of this may sound a bit pretentious, but take it from us: FTMT is a truly unique experience.

Or why not get in touch with your surroundings with the evocatively-named Rocky Mountain Ritual.

Created to exfoliate, smooth, and hydrate, this full body treatment starts with an invigorating exfoliation and soothing aromatherapy bath. Your body is then enveloped in a warm hydrating cream while you enjoy a foot and scalp treatment. The treatment concludes with a 30-minute massage using a warm moisturiser.

For some, Remède Spa is a state of relaxation and complete serenity; for others it is the essence of reviving and rejuvenating. However you look at it, individual attention, personal service and signature touches are just steps from your door.

Getting out and about If you’re in Aspen, then you’ve probably come with one thing in mind: hitting the area’s renowned ski slopes. But there’s plenty more to do besides carving up the pistes.

The St. Regis Aspen Resort is home to Aspen Outfitting, the city’s most knowledgeable and attentive guide service since 1969. Guests have full access to a selection of privately guided activities in the Aspen area, including, in winter, snowmobiling, snowshoe tours, winter fly fishing, ice skating, dog sledding and shotgun shooting.

And there’s no reason to stop having fun just because the snow’s melted. When summer rolls around, there’s tennis, fly fishing, mountain biking, whitewater rafting, horseback riding, hiking, hot air ballooning, paragliding, clay target shooting, rock climbing and off-road jeep tours.

If you’d rather stay around the hotel, the St. Regis boasts an amazing heated outdoor swimming pool, complete with sundeck and three heated outdoor spas. During the summer season, lunch is served poolside.

And if it all gets a bit too much, why not sneak off to the Astor Library, a warm and inviting place to curl up by the fire and get lost in a good book, meet friends for pre or post-dinner cocktails or just relax and take in the scenery of the mountains. n

Acquisition International November 2014 89

play HARD www.acquisition-intl.com

Skiing with the Jet Set We take a look some of the private jet crowd’s favourite holiday skiing destinations in the US and Europe.

90 Acquisition International November 2014

play HARD www.acquisition-intl.com

In many cases, the most popular winter holiday regions with the rich and famous are located away from traditional travel routes, and cannot be reached easily by car, train or even commercial flights.

landmarks is “rocksresort”, a design hotel consisting of eight massive quartzite cubes. Altenrhein Airport is located only a stone’s throw from Laax, which can be reached via autobahn A13.

That’s where private jets come in. And for the jet set, beautiful, and often remote, ski holiday destinations like Aspen and Vail, Colorado; Laax, Switzerland; Chamonix, France; and Zakopane, Poland are among their top picks when they want to hit the pistes.

Cortina d’Ampezzo, Italy: The winter sports region in Northern Italy is probably the only skiing area in the Alps which gives its name to a famous car model: in the 1960s, the legendary “Ford Cortina” car conveyed a particular elegancy and exclusiveness.

Today, the area is still a popular destination for the rich and famous. Moreover, the best winter sports athletes meet in Cortina d’Ampezzo every year for World Cup races. The easiest way to reach the region is via Bolzano Airport.

“There is a reason many of these holiday destinations are considered jet set hideaways,” says Adam Johnson, Head of Global Sales at NetJets, the private business jet charter and aircraft management company, “NetJets makes it easy and convenient for people to reach their destination quickly and comfortably by travelling privately. We have the ability to take off and land at airports in close proximity to skiing areas, saving our customers much valued time.

Verbier, Switzerland

Zakopane, Poland

When travelling, for instance, with NetJets from Northern Germany to St. Moritz in Switzerland, the travel time is about 90 minutes. If one scheduled a flight to Zurich and continued their travels to St. Moritz by train, they would travel for at least five hours.”

Les Trois Vallées, France: With more than 180 ski lifts and ski slopes totalling more than 600 kilometres, “Les Trois Vallées” is considered the world’s largest skiing area. The “three valleys” are famous for their comfortable wooden chalets. Some celebrities even own one, for instance Harry Potter star Emma Watson. The closest airport is Chambery-Savoie.

Chamonix, France: The spectacular panorama view of Mont Blanc massif even impresses celebrities like Kylie Minogue and Penelope Cruz. Chamonix, situated at the bottom of the Alps’ highest mountain,

“

NetJets makes it easy and convenient for people to reach their destination quickly and comfortably by travelling privately. We have the ability to take off and land at airports in close proximity to skiing areas, saving our customers much valued time.

”

NetJets has compiled a selection of the most popular winter sports regions in Europe and the US – and all of them are easy to reach by private jet…

Kitzbühel, Austria

Verbier, Switzerland: It’s all about looking great on the slopes in Verbier, a resort that attracts snow fans for the fantastic off-piste conditions. After a day on the slopes, the only place to be seen in Verbier for après ski is the W Hotel. Perched at 1,500 metres, W Verbier is perfectly situated only steps away from the main gondola, offering direct ski-in/ski-out access to over 400km of ski and hiking terrain all year around.

Crans-Montana, Switzerland: Crans-Montana is a popular jet set holiday destination in summer as well as in winter. Prince William and former French President Sarkozy have been spotted there. Fans of Telemark skiing – the original way of skiing, which uses equipment similar to cross-country skiing, the ski bindings having the ski boot attached only at the toe – get their money’s worth on Telemark Day, 30 December 2014. The easiest way to reach CransMontana in Valais canton is via Sion Airport.

Laax, Switzerland: In the Swiss municipality of Laax, everything is about design. The skiing area, where snow is guaranteed, banks on exclusive styles: the ski lifts were designed by Porsche and one of the city’s

is a chic holiday destination with a legendary view and also hosts the “FIS Night Slalom” on 2 and 3 January 2015. Chamonix is also the 2015 “Alpine town of the year” (www.alpenstaedte.org). Geneva Airport is the ideal starting point for travels to Mont Blanc.

Zakopane, Poland: Zakopane in Southern Poland is known for being the country’s winter sports capital and for its own “Zakopane style”: wooden buildings featuring Art Nouveau elements can be found all over the city. The “World Snow Day” on 18 January 2015 includes many winter sports activities aiming at families with children and teenagers. The closest airport is Poprad in Slovakia.

Kitzbühel, Austria: From 20 to 25 January 2015, the Hahnenkamm Race will be held on the legendary “Streiff” downhill course. This race (www. hahnenkamm.com) is considered one of the most important society events in Austria besides the Vienna Opera Ball. As one of the most dangerous racecourses in the world, it attracts thousands of winter sports fans every year. Kitzbühel can easily be reached by car from Innsbruck Airport, from which there are only a couple of scheduled flights every week.

Acquisition International November 2014 91

play HARD www.acquisition-intl.com

“

When travelling, for instance, with NetJets from Northern Germany to St. Moritz in Switzerland, the travel time is about 90 minutes. If one scheduled a flight to Zurich and continued their travels to St. Moritz by train, they would travel for at least five hours.

�

92 Acquisition International November 2014

play HARD www.acquisition-intl.com

St. Moritz, Switzerland: The famous skiing area St. Moritz, located in Eastern Switzerland, is not only well-known for its many kilometres of ski slopes.

Every year at the end of January, the “St. Moritz Polo World Cup on Snow” (www.snowpolo-stmoritz. com) takes place on the frozen Lake St. Moritz. In February, the “White Turf” horse race takes place (www.whiteturf.ch). High society travels to these events from around the world. Samedan Airport is situated only a few kilometres away from St. Moritz.

Kranjska Gora, Slovenia: Kranjska Gora, located in the Julian Alps in the North-West of Slovenia, is probably one of the favourite places of Ted Ligety.

The American alpine ski racer already won the giant slalom race in the Alpine skiing World Cup five times there, including last season. In March 2015, he will defend his title among the best skiers at the Vitranc Cup (www.pokal-vitranc.com). Arrival via Klagenfurt Airport in Austria is recommended.

St. Moritz, Switzerland

Vail, Colorado

Aspen, Colorado: A world-class destination with outdoor adventures from skiing to biking, with a flair for arts and culture. Aspen is a unique diamond situated in a remote area of the Rocky Mountains’ Sawatch Range and Elk Mountains, along the Roaring Fork River. Aspen is known for being the Rocky Mountains playground of the rich and famous.

The X Games will be held in Aspen January 22-25, 2015 at the base of Buttermilk Mountain.

Vail, Colorado: The Vail Ski Resort celebrated its 50th anniversary on Dec. 15, 2012. It is the second largest single mountain ski resort in the United States, featuring seven bowls. Most of the mountain is wide open terrain with trails of all types, from cruising runs from most Front Side and Blue Sky Basin lifts, to the wide open Back Bowls, glades, chutes, and moguls in the Northwoods area, cornices in Blue Sky Basin, and much more.

Big Sky/Bozeman, Montana

Park City, Utah: Park City boasts three world-class resorts, which consistently rank high in the annual SKI Magazine Reader Survey. Park City Mountain Resort, Deer Valley Resort and Canyons Resort combine for over 9,000 acres of terrain and are all located within minutes of each other. Park City hosted the 2002 Winter Olympics. Park City is also home of the renowned Sundance Film Festival, attracting the who’s who of the entertainment industry to the mountain town.

Jackson Hole, Wyoming: Jackson Hole is a valley located in the western part of the US state of Wyoming, near Idaho. Jackson Hole is known in the US for its relatively steep terrain and its vertical drop is one of North America’s highest, at 1,262 metres (4,140 feet). It has become home to many of the world’s best free skiers as the terrain is considered to be some of the most challenging in North America.

The 2013/14 ski season at Jackson Hole Mountain Resort featured over 500 inches of snow, the second snowiest February on record.

Big Sky/Bozeman, Montana: Big Sky Resort is a 5,800-acre (23 km²) ski resort located in southwestern Montana in Madison County, an hour south of Bozeman via USHighway 191 in Big Sky, Montana. The resort was the vision of NBC News anchorman Chet Huntley, a Montana native. At 11,166 feet it’s easy to see Lone Peak’s appeal and it boasts runs up to six miles long and glades and bowls covered in 400+ inches of annual snowfall. n Acquisition International November 2014 93

WMI

Wealth Management Insights Summit

Cap Intro Event & Conference

for Family Office investors and Alternative Strategies Money Managers April 19 - 21, 2015 Ponte Vedra Beach Resort, Florida pre-scheduled 1:1 private meetings networking at program sessions, golf, meals & cocktail hours HIGHLIGHTS • Present to and network with family office investors.

• Pre-arranged one-on-one meetings with investors who have interest in your strategy.

• Intentionally limited attendance size. As a result,

networking time at the golf tournament, meals, cocktails and evening socializing events give ample time for family office investors to spend additional time with the investment managers beyond the one-on-one meetings.

• Relevant and insightful conference program content created by leading hedge fund and alternative strategies industry professionals. Speakers include:

Rick Pitcairn, CIO, Pitcairn Aaron Brown, Risk Mgr., AQR Capital Management Stewart Massey, CIO, Massey, Quick & Co., LLC Bruce Frumerman, CEO, Frumerman & Nemeth Inc. Suzanne Currie, Partner, Currie Consulting Group

• Network over golf.

• The only cap intro conference whose program advisory

board includes family office investors.

• Fully hosted, complimentary attendance for qualified

family office investors, including registration, hotel and air fare.

Contact Ryan Hagan to inquire about registering www.wmisummit.com

for 15% Discount before December mention “AI-15”

n age E

V

E

N

T

S

ryan@ngagevents.com 407-212-5758