Acquisition International October 2014

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Deal of the Month: Wafra Partners Acquires Atronix, Inc. and Cable Assembly, Inc. Earlier this year, Wafra Partners LLC, which together with its affiliate, Wafra Investment Advisory Group, Inc. (together, “Wafra”), jointly comprising a New York-based middle-market private equity group, acquired two leading wire harness, cable assembly and electro-mechanical assembly manufacturers. Peter Petrillo, Senior Managing Director, and Ryan Wierck, Managing Director at Wafra, tell us more. / 10

On the Rise: Private Investigations 2014 Matt Thomas is the founder of North Court Investigations. He speaks to AI Magazine about the rising popularity of private investigators. / 34

Trusts, Wills & Estates: Fundamentals & Misconceptions AI caught up with Paula Myers at Irwin Mitchell LLP about why it is so vital to make a will, and the devastating consequences that can arise when a will is absent. / 39

2014 Global Energy Trends Energy is America’s golden opportunity, says Jeffrey Leonard, CEO and founding partner at Global Environment Fund. / 48

Integrated Structuring & Tax Strategy Acquisition International spoke to Wade George, director & regional tax leader at Ernst and Young Services Ltd. / 72

Forensic Accountants: Here, There and Everywhere We speak to Toby Duthie of Forensic Risk Alliance, an international firm of forensic accountants, data protection experts and eDiscovery specialists. / 78

Also inside this issue...

Acquisition International’s Q3 Review Moe Cohen, CEO, Benady Cohen & Co Nini N. Halim and Peter Fanning at HHR Group speaks to us about the current law firm in Jakarta, tell us how the country’s financial climate in Gibraltar. / 16 economy has performed in Q3. / 14 Pedro Simões from Acoq Consultancy Fabrice Segurel at Artlex law firm, tells us tells us more about the current business about the current business environment environment in Portugal / 18 in France. / 14 Glenn Harrigan is Director of CCP Rodolfo Raul Sanjines Elizagoyen at Accountancy Services Limited and CCP S&A – Abogados, Bolivia, takes a look Financial Consultants Limited. / 18 back at his country’s Q3 performance. / 15 KSA Avocats, Quebec, Canada. / 19 We spoke to Richard Gürlich at Gürlich & Co law firm in Prague, to find out if Q3 Steve Roberts, PwC describes the current has been successful for the country. / 16 business climate in Germany. / 19 Acquisition International October 2014

Steve Moody is director of SKM Asset Finance Ltd, a company specialising in the provision of asset finance to the SME sector. / 20 AI talks to Dr. Heiko Frank, MD, IMAP M&A Consultants AG, Germany. / 20

Global Perspectives: The Oil & Gas Industry Mexico is in the midst of major reform to its energy sector. Gilberto Alfaro at KPMG tells us how the country, as well as foreign investors, stand to benefit. / 42

Susan Musich of Passport Career tells us how her company makes it easier for corporations to relocate employees. / 23

Greece: Rising From The Ashes Theodoros. S. Zervas and Lilly T. Zerva from Zervas and Assoc tell us why Greece is in a strong position to make a comeback from the global financial crisis. / 66

Cyprus: Rising from the Ashes Cyprus is laying the foundations for a promising future, says George Coucounis of George Coucounis LLC. / 44

Cape Verde 2014: Rising for Success Nelson Raposo Bernardo of Raposo Bernardo tells us what makes the country an ideal place for investment. / 76

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 October 2014 www.acquisition-intl.com

Editor ’s Comment Hello and welcome to another packed issue of Acquisition International.

This month, new research by EY shows that the mid-market is picking up once again, with deal flows returning to 2006 levels as a growing number of companies plan to do deals over the next 12 months.

In EY’s survey, which interviewed 1,600 senior executives in more than 60 countries, nearly two thirds (60%) said they expect deal volumes to continue to increase over the next year – a further boost for M&A, which has already enjoyed a relatively positive 2014 so far.

With the appetite to acquire at its highest for three years, EY now expects a new wave of M&A with much more focus on mid-market sized deals under $1bn.

While the majority of companies are focusing on acquiring bolt-on businesses, more than a third (37%) still expect to undertake transformational deals.

The upper end of the M&A market should continue to see mega-deals, but EY now expects a formerly subdued middle-market to get in on the action.

Deal of the Month: Wafra Partners Acquires Atronix, Inc. and Cable Assembly, Inc.

Earlier this year, Wafra Partners acquired two leading wire harness, cable assembly and electro-mechanical assembly manufacturers.

Here, the firm’s senior managing director, Peter Petrillo and managing director, Ryan Wierck tell us more. /10 News /4 The Latest News Stories From Around the World.

This is great news for deal-making, with blockbuster deals increasing confidence in M&A and triggering transaction activity further down the deal chain.

And there’s plenty more exciting news to be found within the pages of this month’s Acquisition International.

In our Deal of the Month, Wafra Partners, the New York-based middle-market private equity group, acquired two leading wire harness, cable assembly and electro-mechanical assembly manufacturers – the latest step in Wafra’s plan to integrate a number of complementary firms in a highly fragmented sector.

We also take a look at why Cyprus has long been a jurisdiction of choice when establishing tax based or finance structures, and learn how forensic accounting can help businesses to resolve complex and high-risk financial, legal and regulatory challenges.

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

42/ 44/ 48/ 50/ 53/

Acquisition International’s Q3 Review /13

56/ 57/ 58/ 59/ 61/ 62/ 64/ 65/

PlayHard /101 Acquisition International’s Monthly Lifestyle Review.

Enjoy the issue.

How to get in touch

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

Deal Diary /84 Introduced

by Zephyr/ Bureau van Dijk.

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

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2014’s Ones to Watch IP Experts Ones to Watch: 2014 Barristers and QCs Ones to Watch in 2014 On the Rise: Private Investigations 2014 Trusts, Wills & Estates: Fundamentals & Misconceptions Global Perspectives: The Oil and Gas Industry Cyprus: Rising from the Ashes 2014 Global Energy Trends Acquisition International’s Eastern Europe Review Due Diligence An Essential Strategy for Corporate Growth The Shipping Industry in the Netherlands Bond Funds Moving International Employees With an L1 Visa Introducing 2014’s Most Regarded Arbitrators Looking Beyond: The Future of Banking 2014’s Outlook on the Pharmaceutical Industry Sweden - A Time For Change?

Sustainable Buildings – Giving the Green Light to Construction Greece: Rising From The Ashes The Cayman Islands: 2014’s Central Investment Hub Morocco: An International Investment Hub Integrated Structuring and Tax Strategy Merger Control of Foreign-to-Foreign Transactions in Belarus Selling Your Business: Price Isn’t Everything Cape Verde 2014: Rising for Success Forensic Accountants: Here, There and Everywhere Romania 2014: Driving Confidence in the Economy São Tomé and Príncipe – Africa’s Diamond in the Rough Introducing Asia Pacific’s Prime Locations for International Investment

Acquisition International October 2014 3

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NEWS FROM AROUND THE WORLD

News: from around the world appointments KPMG Appoints 102 New Directors KPMG, the professional services firm which provides advisory, audit and tax services in the UK, has announced the promotion of 102 directors.

Combined, this takes the total number of directors in the firm to 871 – a 13% increase on director numbers from 2013. KPMG has a staff (including around 600 partners) of approximately 11,500.

Colm Coffey, UK Head of People at KPMG, commented: “We are focused on growing our business at the top and bottom line and this year’s director promotions are designed to help deliver this. We have promoted directors across our business but have promoted the largest number in audit, reflecting the tremendous success we have enjoyed in securing high profile tenders such as Unilever and, most recently, Royal Mail. Accordingly, a fifth of our newly promoted directors are audit specialists. Across the full spectrum of audit, tax and advisory services such as M&A and strategy, I am confident that this year’s director promotions further strengthens our position to address the business issues and opportunities our clients want to tackle most.” n

EFAMA Hires Gabriela Diezhandino to Head New Public Policy Department The European Fund and Asset Management Association (EFAMA) has hired Gabriela Diezhandino, the former Head of Public Affairs for Insurance Europe, to head its newly created Public Policy Department.

The new department will work closely alongside EFAMA’s other two specialist divisions - Economics and Research, directed by Bernard Delbecque and Regulatory Policy, directed by Vincent Ingham. Its primary focus will be on engaging in a constructive dialogue with policy and decision makers to promote EFAMA’s legislative agenda and the views of its members.

As Director of Public Policy, Diezhandino will take responsibility for strengthening political and public support for EFAMA’s issues and priorities, ensuring that the industry retains a strong voice and positive representation. Diezhandino will also be responsible for developing the best possible political framework within which EFAMA’s members operate, working in collaboration with EFAMA’s Director General, the other two Directors, EFAMA members and industry representatives to identify, pinpoint and develop industry priorities and policies.

A 14-year Brussels and EU affairs veteran, Gabriela joins EFAMA from Insurance Europe, where she was Head of Public Affairs for seven years, responsible for devising and implementing the policy communication and engagement strategies, and promoting the policy messages of the association. n

4 Acquisition International October 2014

ECB Report Details Euro Area Banking Sector Structural Changes Report shows total number of credit institutions decreased further to 5,948 in 2013, down from 6,100 in 2012 and 6,690 in 2008.

The European Central Bank has published the Banking Structures Report 2014, which reviews the main structural developments in the euro area banking sector to the end of 2013. The report makes use of a number of publicly available data sources, notably aggregate annual banking sector statistics which are published by the ECB. The report shows that the on-going consolidation of the euro area banking system continued in 2013.

The rationalisation process suggests that overall efficiency of the system continues to be enhanced.

The total number of credit institutions decreased further to 5,948 in 2013, down from 6,100 in 2012 and 6,690 in 2008.

Total assets of the euro area banking sector declined to €26.8tn, down from €29.6tn in 2012 and from €33.5tn in 2008, largely driven by developments regarding large banks, with the reduction in derivative positions accounting for around half the total balance sheet shrinkage. This is largely reflective of the ongoing balance sheet repair and related deleveraging of non-core assets. The banking sectors of those euro area countries most strongly affected by the financial crisis generally also experienced the most pronounced structural changes.

Concerning banks’ liabilities and funding patterns, the gradual shift to deposit funding continued in 2013 with the median share of customer deposits in liabilities rising to 52%. Alongside this, euro area banks have been reducing their reliance on wholesale funding, with the median share falling from a peak of 36% in 2009 to 23% in 2013. Banks have also been reducing their reliance on central bank funding in 2013, mainly reflecting repayments of LTRO funds.

Profitability continues to be challenged across the sector, affected by the low interest rate environment, the continuing deterioration in asset quality, and in some cases by restructuring and litigation costs.

Aggregate operating income has, however, increased marginally and banking sectors in all countries avoided an operating loss. The regulatory capital ratios for euro area banks continued to improve in 2013 due to both capital increases and risk-weighted asset declines with the median Tier 1 ratio increasing to 13% from 12.1% in 2012.

“The report shows that the European banking sector continued to deleverage. This has been offset by a significant increase in the activity of the so-called shadow banking that has to be looked into,” said Vítor Constâncio, Vice-President of the ECB. n

“

The total number of credit institutions decreased further to 5,948 in 2013, down from 6,100 in 2012 and 6,690 in 2008.

”

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NEWS FROM AROUND THE WORLD

Boutique Asset Managers Continue Grappling With Regulatory hurdles Growing complexity has led to 42% of participants in 2014 citing regulation as the major focus for firms, from just 17% in 2013, according to TABB Group research.

According to the third annual edition of research undertaken by research and advisory firm TABB Group at the request of SunGard Financial Systems, regulation is the greatest threat to success for boutique asset management firms.

Growing complexity has led to 42% of participants in 2014 citing regulation as the major focus for firms, from just 17% in 2013 - highlighting the significant challenges boutiques now face.

While boutiques remained most concerned about the Dodd-Frank Act with 65% reporting it had a high to moderate effect in terms of overall impact, new regulations such as anti-money laundering regulations (AML) and the financial transaction tax (FTT) were highlighted across the globe as growing areas of concern for boutique firms.

Rebecca Healey, senior analyst, TABB Group, said: “For boutiques to succeed it is no longer just a case of growing assets and returns; increased transparency, operational efficiency and the ability to deliver stable, risk-adjusted returns, within a resilient infrastructure, will be critical for the new boutique asset managers to help ensure operational stability. Whether efficiency comes from internal technology, managed services or outsourcing, our research finds these solutions will enable and empower boutiques to focus on their core strengths.”

“Previously, traditional asset managers had the advantage of scale and breadth; however regulatory constraints may yet play into the hands of the boutiques as niche funds continue to attract capital from investors seeking outsized returns,” said Ed Lopez, executive vice president, SunGard’s asset management business.

“Fully automated processes that deliver the necessary transparency, accountability and efficiency will help boutiques to survive in today’s competitive environment.

The new era of boutique asset managers will not only be a more selective one, but with the right partnerships it will help empower investment decisions and improve controls to better tackle growing regulatory requirements.” n

Acquisition International October 2014 5

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NEWS FROM AROUND THE WORLD

Deficiencies of Correspondent Banking Exploited

by Crime Networks and Terrorist Organisations Criminals can benefit from the ‘blind spot’ of banking, according to anti-money laundering specialist, Anomaly42.

Modern correspondent banking is one of the main facilitators of the financing of criminal and terror networks, according to anti-money laundering (AML) and combating the financing of terrorism (CFT) specialist, Anomaly42.

Correspondent banking has a number of key deficiencies that need to be urgently addressed in order to restrict the flow of criminal and terrorist funds. These deficiencies, at both the communication and operational level, act as KYC (Know Your Customer) blind spots for the entire banking sector.

They include: • Data silos. The way customer data is siloed from one bank to the next makes it difficult to see the connections between the various nodes of sophisticated criminal or terrorist transactional ecosystems. Banks may know their customer but, due to silos, rarely know their customer’s customer.

• Legacy systems. Too many of today’s banks are using legacy systems and technologies that fail to adequately communicate with one another, thus resisting quality KYC. Banks are limited to client, or customer, snapshots and are unable to see the bigger picture.

• KYC ‘lite’. The sheer volume of wire payment transactions occurring each day means banks rely far too heavily on other banks to carry out crucial KYC checks. Unfortunately, banks increasingly perform KYC ‘lite’ due to a lack of resources — or, in some cases, to cut corners.

In summary, the operational and communication deficiencies of correspondent banking are a key driver of why money laundering is so rife and the financing of terrorism so fluid (up to US$35.9 trillion has been laundered over the past 10 years).

Freddie McMahon, Director, Strategy & Innovation, Anomaly42, commented: “Correspondent banking is at the heart of the banking sector and yet is arguably its biggest weakness. Criminal and terrorist organisations know that communication between the banks is often broken and KYC glossed over in an effort to cope with the ever-rising volume of transactions. In most cases, the banks aren’t being negligent but are simply relying on legacy systems that can’t cope with today’s sophisticated criminals. At best, the banks are able to know their own customer, but what about their customer’s customer? The current reliance upon a correspondent banking chain of trust within each wire payment transaction is fundamentally flawed. Banks need to start communicating in a way that enables a helicopter view of every single party involved in a transaction, so that they can begin to see the wood for the trees.” n

Acquisition International October 2014 7

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Telecommunications The telecommunications sector had a disappointing start to 2014, failing to sustain significant increases recorded in H2 2013. In the opening six months of the year there were 757 transactions worth a combined US$172,515m.

Disappointingly, the second half of the year looks like to continue the downward trend as both volume and value have failed to reach even the levels recorded between January and June. Of course there are still three months until the end of December, but given that H2 is now half way to completion, the current results do not give readers too much cause for optimism. In total there have been 286 deals with an aggregate value of US$35,034m in the three months from July to the end of September, according to Zephyr, the M&A database published by Bureau van Dijk. This means that volume is just over a third of H1 2014’s while value is around 20 per cent of the figure recorded in the first half of the year.

The result looks even less impressive when compared to H2 2013, when there were 811 deals worth US$233,552m in the telecommunications sector. However, it is worth remembering that this represents the highest six-monthly value recorded in the entire period under review, dating back to the beginning of 2006. In addition, the summer period is traditionally quieter as far as deal activity goes as a result of investors taking holidays, meaning that things could pick up in the final quarter and push both volume and value closer to the levels recorded over the last 12 months.

NUMBER AND AGGREGATE VALUE (MIL USD) of Telecommunications Deals Globally: 2006-2014 YTD (as at 30 September 2014) Deal half yearly value (Announced date)

Number of Aggregate deals deal value (mil USD)

H2 2014

286

35,034

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

757 811 676 713 787 642 675 708 720 757 761 841 1,002 1,110 1,139 1,057 1,100

172,515 233,552 122,074 87,054 56,301 46,362 80,151 75,589 114,615 76,025 62,748 60,415 185,704 81,481 165,664 138,162 177,747

As is to be expected, a large portion of dealmaking within the telecommunications field in 2014 to date is attributable to the communications industry, which has accounted for 658 transactions worth US$199,243m. In terms of value, this was followed by the computer, IT and Internet services sector, which was targeted in 211 deals with an aggregate value of US$39,184m. Third place was taken by personal, leisure and business services with 144 deals at US$10,689m.

The largest deal of 2014 to date in the telecommunications sector is Comcast’s announced US$68,946m acquisition of New York-headquartered cable company Time Warner Cable, which was announced in February. However, the deal is still pending certain approvals and late in August the city of Portland, Oregon, urged the Federal Communications Commission to impose strict conditions upon it. The year’s second-largest deal was announced in June and involves Société Française de Radiotéléphone, which Altice signed on to buy for US$19,392m in June. The target is currently owned by French Internet and telecoms player Vivendi, which hopes to use the proceeds to repay debts amounting to EUR 14,000m.

North America has secured the most telecommunications investment in 2014 to date, being targeted in deals worth US$85,899m. The region was targeted in three of the year’s 10 largest deals to date, including the aforementioned Time Warner Cable acquisition. It was followed by Western Europe, which placed second with investment of US$59,975m. The latter region topped the charts by volume with 346 deals, suggesting lower individual considerations, while North America could only place fourth on 125, surpassed by the Far East and Central Asia (281) and Eastern Europe (148). Other regions which performed well in terms of value include South and Central America with US$27,592m and the Far East and Central Asia with US$16,811m.

It is clear from the figures displayed that the telecommunications sector has a long way to go if it is to reach the heights recorded in the first half of 2014, never mind in H2 2013. At this rate, both volume and value look likely to decline in the final six months of the year, and it will most likely take a blockbuster transaction or two to influence the figures enough to bring them anywhere close to previous levels. n

NUMBER AND AGGREGATE VALUE (MIL USD) OF TELECOMMUNICATIONS DEALS GLOBALLY BY DEAL TYPE: 2006-2014 to date (as at 30 September 2014) Deal type

Number of deals

Aggregate deal value (mil USD)

Acquisition

6,730

1,246,536

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

7,317 337 28 68 81 2 1

567,180 128,014 38,793 1,112 2 0 0

AGGREGATE VALUE (MIL USD) OF TELECOMMUNICATIONS DEALS BY REGION: 2006 - 2014 YTD (as at 30 September 2014) World region 2006 2007 (target) North America 106,709 67,191

2008

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

2009

2010

2011

2012

2013

103,120 37,950

34,959

15,148

41,135

2014 TD 223,600 85,899

79,657

83,030

47,904

53,288

43,403

41,563

33,744

69,305

59,975

49,232

23,995

7,233

7,493

40,406

29,406

6,351

11,953

27,592

37,543

46,825

52,202

19,471

22,297

21,601

38,957

22,401

16,811

12,868

11,330

9,877

7,290

42,180

15,892

8,710

18,858

9,448

9,476 12,415 8,115

7,385 3,499 7,618

5,493 650 13,430

3,718 6,080 4,057

2,837 2,126 1,916

1,221 674 1,106

4,868 1,765 8,566

6,845 1,698 179

6,022 828 466

Acquisition International October 2014 9

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DEAL OF THE MONTH

Wafra Partners Acquires Atronix, Inc. and Cable Assembly, Inc.

Company: Wafra Partners LLC Web: www.wafrapartners.com Address: 345 Park Ave, 41st Floor, New York, NY 10154-0101 USA Name: Peter Petrillo Email: p.petrillo@wafra.com Tel: +1 (212) 759-3700 (x-285) Name: Ryan Wierck Email: r.wierck@wafra.com Tel: +1 (212) 759-3700 (x-345)

Wafra Partners LLC and Wafra Investment Advisory Group, Inc. Acquires Atronix, Inc. and Cable Assembly, LLC. Earlier this year, Wafra Partners LLC, which together with its affiliate, Wafra Investment Advisory Group, Inc. (together, “Wafra”*), jointly comprising a New York-based middle-market private equity group, acquired two leading wire harness, cable assembly and electro-mechanical assembly manufacturers – the latest step in Wafra’s plan to integrate a number of complementary firms in a highly fragmented sector. Peter Petrillo, Senior Managing Director, and Ryan Wierck, Managing Director at Wafra, tell us more.

Wafra Partners LLC, which was founded in 1990 in New York, focuses primarily on investments with Wafra in the niche manufacturing, specialty services and consumer products and consumer-driven sectors in the middle-market private equity space.

strategy is its focus on positioning the platform as a premier wire harness, cable assembly, and electromechanical assembly provider to customers who require specialised and highly-customised products at market leading turnaround times.”

In mid-2013, Wafra identified the potential buildup opportunity in the space and in the Spring of 2014 began its build-up of a portfolio of leading wire harness, cable assembly and electro-mechanical assembly manufacturers. It’s a highly fragmented sector, and, says Peter Petrillo, “the firm is focused on acquiring and integrating a group of complementary manufacturers who specialise in providing their customers a breadth and quality of products and services unmatched within the industry.”

In May 2014, Wafra formed Integrated Cable Assembly Holdings, Inc. (ICAH), which subsequently acquired two leading wire harness, cable assembly and electro-mechanical assembly manufacturers, Atronix, Inc. and Cable Assembly, Inc. “The initiatives taken since the initial acquisitions have produced a company with a proven record of customer satisfaction and retention, advanced manufacturing capabilities, experienced management personnel, and both US and Mexican manufacturing capabilities,” says Petrillo. “ICAH is now positioned as an ideal platform off of which to build an industry leader.”

“The sector is characterised by relatively low barriers to entry,” he says. “However, new market entrants tend to have difficulty achieving significant scale. This dynamic provides established, sizable businesses within the space considerable operating and strategic advantages, which can end up accruing to the customers. Such scale advantages include broader product and service offerings under one roof, purchasing and volume discounts and a level of efficiency and turnaround time that typically cannot be matched by smaller competitors on a consistent basis.”

Wafra is focused on identifying acquisition targets that will facilitate the development of a scalable North-American-based platform with diverse manufacturing capabilities and end-markets served, Ryan Wierck says. “A key differentiator of Wafra’s 10 Acquisition International October 2014

ICAH’s experienced and successful management and operating teams have proactively built out and invested in the infrastructure of ICAH’s US and Mexican manufacturing facilities and garnered an impressive base of blue-chip customers.

Petrillo feels that ICAH’s exceptional research and development capabilities, which continuously fuel product innovation and enable ICAH to quickly produce custom-designed solutions which satisfy the demanding performance and safety specifications of its customer base, have been essential to its success.

“Furthermore, the platform has a strong record of completing strategic acquisitions and successfully integrating their complex operations,” he says. “Given the company’s history of leveraging its diverse array of capabilities, ICAH is ideally positioned to capitalise

on new organic growth opportunities and successfully integrate complementary add-ons to broaden its geographic, end-market, product and service coverage.”

ICAH boasts a strong reputation as a high quality and reliable manufacturer, and it has attracted a customer base of over 250 clients from a range of industries, including commercial and medical equipment, industrial machinery, communications, electrical equipment, oil and gas, defence and aerospace, wind energy, transportation, emergency and rescue vehicle, marine and industrial equipment industries, among many others. Within these sectors, ICAH’s products are utilised amongst a variety of final applications including, but not limited to, LED lighting, digital printers, SATCOM systems, analytical science equipment, pipeline inspection services, industrial lasers, electric dog collars and semiconductor equipment. ICAH supplements its manufacturing expertise with its robust client service offering that spans the entire manufacturing process from prototyping, quoting, testing, to distribution and other ancillary services.

The company’s client base is comprised of a diverse set of organisations, ranging from small to Fortune 500-size companies within and outside of North America. “Given ICAH’s sophisticated manufacturing and client service capabilities, the company has been able to foster close ties to its blue-chip and smaller clientele alike,” says Wierck. “As a result, ICAH has a proven track record of broadening its service relationships with existing customers to provide more comprehensive wire harness, cable assembly and

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electro-mechanical assembly solutions. The company has demonstrated a consistent ability to win business that was previously sourced from its competitors.”

ICAH currently has three manufacturing facilities based in Whitsett, North Carolina, Billerica, Massachusetts and Nogales, Sonora, Mexico in addition to a warehouse and assembly facility in Tucson, Arizona. These facilities offer a wide range complicated manufacturing capabilities, driven by the company’s talented group of engineers, quoting personnel and key managers. Petrillo says “the ability to shift the business’s manufacturing workflow between its US and Mexican facilities depending upon customer needs grants ICAH a unique competitive advantage through improved control over direct costs and capacity utilisation. Wafra and ICAH also maintain a strategic relationship with a production facility that is based in Asia, which they leverage on a case-by-case basis to better service its customer base.” Given the level of investment in the infrastructure and capacity at each facility to-date, Wierck says, ICAH’s highly-capable manufacturing operation requires minimal incremental investment going forward. “Wafra believes that the company’s ability to provide its customers with exceptional service and competitive prices will be an invaluable growth driver for ICAH going forward. The combination of its skilled teams and unique manufacturing and distribution capabilities has enhanced existing relationships and positioned ICAH to capitalise on new growth opportunities.”

ICAH is positioned to be a leading manufacturer of wire harnesses, cable assemblies and electromechanical assemblies, and its customers should continue to reap the benefits of its engineering capabilities, adherence to the highest standards of quality, leading product development and manufacturing turnaround time and competitive prices, says Wierck. “Going forward, Wafra and ICAH will be focused on both organic growth initiatives as well as acquiring complementary companies in order to increase ICAH’s breadth of products and service capabilities. ICAH’s historical performance and emphasis on serving the varying needs of

DEAL OF THE MONTH

Wafra Partners Acquires Atronix, Inc. and Cable Assembly, Inc.

its customers, whether blue-chip or their smaller counterparts, are expected to drive the strategic direction of product extension, expansion and innovation.” To supplement this, Wierck says Wafra is focused on identifying targets with complementary manufacturing capabilities and end-markets served as well as strategically-located facilities. Of particular interest to Wafra and ICAH is further developing its sizeable manufacturing operations in Mexico, acquiring or expanding to the West Coast of the US and entering into other end-markets where customers value its unique capabilities.

Looking to the future, as Wafra continues to identify, acquire and integrate the operations of additional complementary companies, it expects to immediately begin realising manufacturing and operating synergies, says Petrillo. “The acquisition of complementary businesses, and the resulting development of a broader platform, is expected to continue to benefit the company and its customers through the creation of additional opportunities to streamline the manufacturing processes of the combined entity and the offering of an enhanced suite of capabilities to both existing and new customers at very competitive prices.”

“Through its acquisition of complementary companies, locations, capabilities and offerings, ICAH is expected to continue to yield significant synergies and uncover new market opportunities for its North American-based multi-location, manufacturing operation. Such acquisitions are expected to enable the combined entity to more efficiently serve customers and provide them more competitive pricing and market leading turnaround times,” he continues. “Given the company’s formidable set of manufacturing capabilities and substantial acquisition runway, we believe Wafra’s platform is poised to garner market share, both organically and through acquisition, within the US$120bn global wire harness, cable assembly, and electro-mechanical

assembly industry. The platform’s sophistication and scale can also serve as an attractive value-add to owners of independent wire harness and cable assembly businesses who would like to take their own companies to the next level by combining with a larger organisation such as ICAH.” *Wafra Investment Advisory Group, Inc. serves as investment advisor to the investments referred to herein. Wafra Partners LLC seeks companies within the parameters and sectors set out above. n

“

A key differentiator of Wafra’s strategy is its focus on positioning the platform as a premier wire harness, cable assembly, and electromechanical assembly provider to customers who require specialised and highly-customised products at market leading turnaround times.

”

Acquisition International October 2014 11

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.

Acquisition International October 2014 13

SECTOR SPOTLIGHT www.acquisition-intl.com

Q3 Review

Fabrice Segurel, Partner in charge of the mergers and acquisitions department at Artlex law firm, tells us about the current business environment in France.

Artlex law firm, in Nantes, was founded in 2004 and is managed by four partners, all of whom have strong previous professional experience within some of the most famous international law firms. The firm’s teams assist and advise both French and foreign companies.

Company: Artlex Name: Fabrice Segurel Email: fabrice.segurel@ artlex.eu Web: www.artlex.eu Address: 2 place de la Bourse 44000 Nantes France Tel: +33 (0)2 51 89 74 20

As a member of an international network of lawyers, Artlex is also regularly involved in cross-border assignments. The firm advises its clients not only in connection with their acquisition projects but also relating to with their day-to-day business, including complex litigation cases and tax aspects.

Artlex has close and long-term relationships with its clients, based on a mutual trust and a high availability of its lawyers. The firm also strongly believes that pragmatism is one the keys to success in business, and always tries to bring practical solutions.

The firm consists of four departments: mergers and acquisitions, financing, restructuring and company law (including insolvency); litigation and business law (including intellectual property); tax and international mobility; and labour law.

and so on,” says Fabrice Segurel, Partner in charge of the mergers and acquisitions department at Artlex.

The current business environment in France, says Fabrice Segurel, is “rather dynamic and positive, despite the global economic climate.”

France’s recent economic climate has had little effect on Artlex, he says, with the exception of litigation cases, which have dramatically increased according to Muriel Le Fustec head of this department.

“Litigation between shareholders has also become more frequent,” Fabrice Segurel adds.

2014’s global economic growth has been quite uneven. But to some extent and sparing some sectors France has been less affected by the crisis, says Fabrice Segurel. “This is notably due to diversified activities and family-controlled companies.”

He describes the level of confidence in the French market as relatively high. “Midcaps remain dynamic.

New investment and development projects are still happening.”

As for the rest of 2014, Fabrice Segurel predicts very slow growth. n

“Most of our clients have industrial activities or are involved in the service sector such as distribution (BtoB and BtoC), transport, medical, pharmaceutical,

Nini N. Halim, Partner, and Peter Fanning, Foreign Legal Consultant, at Hutabarat, Halim & Rekan law firm in Jakarta, tell us how the country’s economy has performed in Q3.

Hutabarat Halim & Rekan (HHR) was established in 1995 and is now one of the leading commercial law firms in Indonesia. The firm was founded by a number of experienced Indonesian commercial, corporate and finance lawyers with skills across a broad range of legal practice areas. HHR has grown steadily to include a number of partners, of-counsel (foreign lawyer), lawyers and professional support staff with a total of almost 50 persons, all of whom are distinguished in their respective areas of specialty and professionalism.

Company: Hutabarat Halim & Rekan (HHR) Web: www.hhrlawyers.com Address: 20th Floor DBS Bank Tower, Ciputra World 1, Jl. Prof. DR. Satrio Kav. 3 – 5, Jakarta 12940, Indonesia Tel: +62 21 2988 5988

14 Acquisition International October 2014

Independent surveys and international legal publications consistently rank HHR as a leading and dynamic law firm in Indonesia. HHR has been recommended by the Asia Pacific Legal 500, International Financial Law Review 1000 and Asia Law Profiles as a leading transactional law firm in Indonesia. In 1998, 3 years after its incorporation, the Asia Pacific Legal 500 recognized the firm’s capability and expertise in six areas of practice, out of the seven areas of practice which were listed.

The firm’s expertise and capability have been acknowledged in: (i) Corporate & Investment, (ii) Capital Markets, (iii) Banking & Finance, (iv) Real Property, (v) Commercial Dispute Resolution, (vi) Energy & Natural Resources, and (vii) Competition & Regulated Industry.

Nini N. Halim, Partner at HHR, says Indonesia’s economic growth in 2014 has been steady.

“With the various new investment regulations in place, and the elaboration by the government of its investment regime, there have been many new investments as well as M&A works coming into Indonesia,” she says.

The country’s economy has plenty of potential, says Halim. “A push from the leadership on its economic and investment policy would definitely enhance a better economy and investment climate.”

“In Indonesia itself, the environment encourages investment because of relatively political and economic stability,” says Peter Fanning, Foreign Legal Consultant at HHR, “as well as optimism regarding a positive influence emanating from the new president to be installed on 20 October, against the wealth of resources available.”

Demand from Australia in particular has increased, Fanning says, apparently arising from the increasing emphasis placed by the Australian government on engagement. n

SECTOR SPOTLIGHT www.acquisition-intl.com

Q3 Review

We have recently seen substantial M&A activity in the U.S. healthcare information technology space. Publicly available and proprietary sources confirm that M&A activity during the six months ended June 30, 2014, was strong following a robust 2013. We are optimistic this activity will continue for some time, due to both general economic and market-specific factors.

Healthcare IT transactions should continue to benefit from reported drivers of generally robust acquisition activity. Financing generally remains available at relatively low cost and acquisitions sized at less than $250 million are reportedly on the rise and at sellerCompany: Barack Ferrazzano Kirschbaum & Nagelberg LLP Name: William E. Turner II Email: will.turner@bfkn.com Web: www.bfkn.com Address: 200 West Madison Street, Suite 3900, Chicago, IL 60606 Tel: +1 312.984.3100

“

Potential headwinds include increases in interest rates and recently published accounting standards regarding revenue from customer contracts.

”

Rodolfo Raul Sanjines Elizagoyen, Main Director at Sanjines & Asociados – Abogados in Santa Cruz de la Sierra, Bolivia, takes a look back at his country’s Q3 performance.

Sanjines & Asociados – Abogados (S&A) in Santa Cruz de la Sierra, Bolivia, is a group of business lawyers that offers services in legal advising in all the areas of civil law, taxation law, commercial law and alternative methods of solution of controversies.

“We are the first law firm in Bolivia that implemented ISO 9001:2008 since April 2012, the quality management system certified by TÜV Rheinland,” says Rodolfo Raul Sanjines Elizagoyen, Main Director at S&A. Company: Sanjines & Asociados - Abogados Name: Raul Sanjines Elizagoyen Email: rsanjines@ sanjinesabogados.com.bo Web: www.sanjinesabogados. com.bo Address: C/ Maria de Oliveira Nº 4, Edificio AXIS, Piso 4to.

Zona Brigida Equipetrol Norte, Santa Cruz de la Sierra, Bolivia Tel: +591 (3) 3429300

favorable multiples. An increase in activity in smaller transactions disproportionately favors companies in industries such as information technology with relatively lower capital requirements. Anecdotally, we believe there are many healthcare IT companies that are valued at less than $100 million, even at current multiples, because of the specialized nature of their product, but experiencing strong cash flow due to lower capital investment requirements. Reported and observed EBITDA multiples suggest that potential sellers would be well-served to consider an exit at this time.

Industry-specific drivers include the continuing impact of the incentive-penalty structure of the Health Information Technology for Economic and Clinical Health (HITECH) Act, which still has years to run, as well as perceived demand for improving health information management for the benefit of both healthcare providers and individuals. Potential headwinds include increases in interest rates and recently published accounting standards regarding revenue from customer contracts. Although not effective for private companies until 2018, accounting changes require current consideration of the profitability of any target as well as transactionrelated elements such as financial covenants in loan documents and future payments contingent upon post-closing financial performance (i.e. earnouts).

However, we do not believe that these detractors will overwhelm acquisition interest in the short run. Public announcements of new entrants to the marketplace as well as continued activity from financial sponsors suggest otherwise. n

Sanjines & Asociados - Abogados has been immersed in the construction and assembly projects of the main gas pipelines in the country.

“As a result of change orders and considerable claims during the execution of important projects of pipeline´s construction and assembly, we are in charge of the legal advice of negotiation team that reached satisfactory agreements, avoiding an imminent conflict through this way,” Sanjines says.

Bolivia has seen steady growth in Q3, he says. “This is the result of good macroeconomics policies and high prices of commodities produced in Bolivia.

“Santa Cruz is the most important region in Bolivia, in terms of business, with permanent growth of 8% annually. The main areas of growth are in hydrocarbons, agriculture, cattle and mining.”

“The economic climate in Bolivia has urged us to go together with it, implementing new branches, hiring new staff, having more specialisation in different areas and updating in technology that took us to be one of the most important studios in Bolivia.”

“

Bolivia’s economy, Sanjines says, offers a good climate for the direct foreign investment. The economies which have had the greatest influence on global growth so far in 2014, he says, are China and Brazil.

Santa Cruz is the most important region in Bolivia, in terms of business, with permanent growth of 8% annually.

”

The level of confidence in the local Bolivian market is very attractive, Sanjines says, because of the stability of the country’s economic policies and growth in the market.

Looking forward to the rest of 2014, Sanjines feels the economy will continue to grow until 2015, and will depend on neighbouring countries like Brazil and Argentina. n

Acquisition International October 2014 15

SECTOR SPOTLIGHT www.acquisition-intl.com

Q3 Review

We spoke to Richard Gürlich, Senior Attorneyat-Law at Gürlich&Co law firm in Prague, to find out if Q3 has been successful for the Czech Republic.

How would you describe the current business environment in your region?

Even though the Czech Republic is one of the postcommunist states, it is developing continuously and its economic competitive ability rating is quite good.

Company: Gürlich&Co. Name: JUDr Richard Gürlich, PhD Email: gurlich@akrg.cz Web: www.akrg.cz Address: Politickych veznu 19, 110 00 Prague 1, Czech Republic Tel: +420 222 101 591

How has the economic climate in your jurisdiction affected demand for your services?

In spite of the fact that economic conditions were unfavourable in last few years, our clients had confidence in high standard of our service, and our service was indispensable to them.

2014’s global economic growth has been quite uneven.

How would you describe the situation in your jurisdiction?

In the Czech Republic, the economy is making an unexpected progress, and gross domestic product has been increasing during the 2014. So there is a reason to be contented.

Which economies would you say have had a greater influence on global growth so far in 2014?

In my opinion, in connection with the information I have, developed economies are still have a greater influence in 2014.

How stable is your local economy? How does this affect investment?

Nowadays, our economy is relatively stable and conditions are quite good for the investment.

Benady Cohen & Co Group is a leading firm of Chartered Accountants and Business Advisors in Gibraltar, the international financial centre situated within the European Union. The firm has been growing rapidly and is the 5th largest at present.

Benady Cohen & Co Group provides a full range of services including audit and assurance, tax compliance, due diligence, forensic accounting, fund administration, PE AIFM Depositary services, trust and company management, insolvency and restructuring and a host of other advisory and business services for individual and corporate clients.

Company: Benady Cohen & Co Group Name: Moe Cohen Email: mcohen@ benadycohen.com Web: www.benadycohen.com Address: 21 Engineer Lane Gibraltar Tel: +350 20074854

How would you describe the level of confidence in your local market?

Level of confidence in our local market is not very high.

Corporations are very vigilant about their contracting parties, but I think it is right.

Has 2014 seen the introduction of any key regulations or technologies that have dramatically altered the way in which you and your clients work?

Yes, definitely. There was a huge recodification of the Czech civil law and the procedure of recodification has not been finished yet. The elementary principals of the Czech law were altered and many new institutes were added to the legal system. The situation is not dramatic but our clients have to fulfil some new obligations and our task is to help them to make it right.

What are your predications for the rest of 2014?

We hope that the favourable course of the business situation will be kept in the rest of 2014 and no unexpected event will happen. n

Benady Cohen & Co forms part of the Nexia International network, the tenth largest global network of accountancy firms. Nexia International operate from 590 offices in over 100 countries, providing a comprehensive range of accounting, consulting and tax advisory services and with over 20,600 personnel.

Nexia International outmatches any other mid-tier network in key locations worldwide in terms of turnover per office and Partner.

Q3 has been characterised by strong growth in financial services, online gaming and leisure, holding company structures and funds, says Moe Cohen.

The directors/partners, Moe Cohen FCA, Mark Benady FCA and Shaun Cawdery FCCA are Chartered Accountants who trained with large firms and have an excellent reputation in Gibraltar. Moe Cohen was a formerly a partner in Deloitte, Mark Benady previously worked with KPMG and Shaun Cawdery trained and worked with Deloitte. The directors have vast experience in all types of business including financial services companies.

“The robust growth in Gibraltar’s economic climate has been reflected in the increased demand for our services” he says.

The directors are supported by strong midmanagement who are both experienced and technically very strong in their areas of expertise. Most have also worked with large international firms in the past.

The robust growth in Gibraltar’s economic climate has been reflected in the increased demand for our services.

The firm offers only the highest quality service. Its range of clients has grown over the years, mainly as a result of its fine reputation and recommendations from existing satisfied clients.

16 Acquisition International October 2014

How is the corporate world responding to Q3 so far?

How would you describe deal appetite compared with the same period last year?

The situation is completely different in the Czech Republic, because on the one hand, the business environment is now quite better than last year, on the other hand, the corporations have many obligations connected with new Civil Code and Act on business corporations and they are not sure about the effect of the statutes on their functioning.

The corporate world’s response to Q3 is improving, says Cohen, adding that the level of confidence in the Gibraltar market is “very good”. n

“ ”

SECTOR SPOTLIGHT www.acquisition-intl.com

Q3 Review

Eckart Wagner is founding partner of Wagner Legal, a competition law boutique in Hamburg, Germany. The firm represents and advises clients in all aspects of EU and German competition law and related areas, including merger control, joint ventures, dominance, cooperation agreements, information exchange, cartels, leniency applications, distribution systems, vertical restrictions in the internet economy, pursuing and defending competition law (damages) claims.

Company: Wagner Legal Name: Eckart Wagner, LL.M. (London) Email: eckart.wagner@ wagner-legal.eu Web: www.wagner-legal.eu Address: Holzdamm 18, 20099 Hamburg, Germany Tel: +49 40 8060 136 60

Wagner Legal advises clients in the negotiation and structuring of contracts, as well as providing strategic guidance on the risks and opportunities associated with commercial proposals. Wagner Legal also represent clients before the German and European authorities, in particular the Federal Cartel Office (Bundeskartellamt), the European Commission, prosecuting authorities and courts.

Eckart Wagner has many years of experience – both in Germany and internationally. Where necessary, Wagner Legal works on cases together with members of its network of specialised law firms in Germany and abroad. Its independence also enables Wagner Legal to support law firms in Germany and abroad that do not have German and/or EU competition law expertise. Many large international law firms rely on Wagner Legal’s support in EU and German competition law cases.

corporations and medium sized companies. Wagner Legal supports clients in a range of industries, particularly oil, energy, e-commerce, transport, electronics, chemicals, IT, pharmaceuticals, consumer goods, construction, luxury goods, automobile accessories and the media.

Eckart Wagner has been recommended for competition law advice for many years. n

“

Many large international law firms rely on Wagner Legal’s support in EU and German competition law cases.

”

Wagner Legal’s client base includes large multinational companies as well as German subsidiaries of multinationals, large German

panama

The Folio Group is a leading, multi-jurisdictional offshore service provider to Investment Funds, Insurance Companies and Business Companies. Founded in 2001 in the British Virgin Islands, the Group now has additional offices in the Cayman Islands, Malta and Panama and is represented in a number of other important financial services centres, such as Barbados, Delaware and Anguilla.

The Group utilises a wealth of product and industry knowledge to provide specialist services that include Fund Structuring and Administration, Insurance Management, Corporate Management and Director Services.

Our primary focus is providing our global clientele with a complete range of tailored solutions and value added services. As a fully independent practice, we allow our clients to benefit from our wealth of experience and our established relationships with banks, brokers, custodians, auditors, advisors and lawyers.

Contact the Folio Group for more information on our services and methodologies.

Folio Chambers, PO Box 800, Road Town, Tortola, VG1110, British Virgin Islands Tel: +1 284 494 7065 Fax: +1 284 494 8356

www.folioadmin.com

cayman islands

“providing tailored solutions and value added services” malta

“strict attention to detail and timely service delivery”

Acquisition International October 2014 17

SECTOR SPOTLIGHT www.acquisition-intl.com

Q3 Review

Glenn Harrigan is Director of CCP Accountancy Services Limited and CCP Financial Consultants Limited.

The CCP Group of Companies comprising CCP Financial Consultants Limited and CCP Accountancy Services Limited is a multi-disciplinary financial services group based in the British Virgin Islands.

Director, Glenn Harrigan, explains more: “Our primary areas of business are Company Management, Audit, Accountancy, Insolvency and General Business Consultancy Services. Our well trained staff and our international affiliations enable us to provide prompt and efficient services to local, regional and international clients. We have been providing services in the British Virgin Islands since 1991 and we are fully licenced and authorized to provide the services that we offer.”

Company: CCP Accountancy Services Limited | CCP Financial Consultants Limited Name: Glenn Harrigan Email: gharrigan@ccpbvi.com Web: www.ccpbvi.com www.diligentcompanyservices.com Address: Ellen L. Skelton Building, Fishers Lane, P.O. Box 3273, Road Town, Tortola, BVI VG 1110 Tel: +1 284-494-6777

Glenn continues to describe the current business environment in the region and how this can affect business. “With the continuation of the global economic difficulties which have gripped the world for most of the last 5 – 6 years and with financial services jurisdictions receiving unprecedented and, in most cases, unwarranted negative publicity and given the impending implementation of US FATCA, UK FATCA and similar legislation which is being considered by many other major countries, there has been a downturn in business. The challenge for the BVI is to diversify in the face of adversity and create new and compelling products that will serve to maintain the BVI’s position as a major international financial services jurisdiction.

“On the tourism front the yachting sector where BVI is a world leader was very strong for the winter 2013 / spring 2014 tourism season and is expected to be even stronger

Pedro Simões is Managing Director of Acoq Consultancy.

Company: ACOQ CONSULTANCY Email: contacto@acoq.pt Web: www.acoq.pt Address: Rua Abade Faria,36 Loja Esq., Mercês, 2725-475 Mem-Martins Tel: +351-219205225

“

Portugal is now starting to increase business activity

”

18 Acquisition International October 2014

for the next season. Land-based tourism is expected to follow suit as well.

“The BVI has weathered the economic storms well and although the cash flows are not as strong as in the past with sound leadership and a laser focus on creating new investments to shore up the tourism base, the BVI is poised to prosper in the future.”

Despite the turbulence experienced over the last few years, Glenn can see a bright future ahead. Work has recently begun on an expansion of the cruise pier to allow it to accommodate the new mega class of cruise ships that are being built. This expansion which includes the development of an upscale shopping and entertainment village comes with a minimum guarantee of 425,000 passengers per annum and should be completed by the end of the year 2015. As he explains further the Government of the BVI is also currently looking into the possibilities of undertaking an airport extension project. If realized this would allow direct commercial airline flights from the US mainland which would propel the BVI into a new realm of tourism possibilities and would serve as an engine for tremendous growth.

“So in summary the BVI is well positioned to benefit from current and upcoming investments in the tourism sector. On the financial services front some contraction is expected because of the challenges currently being faced but it is expected that the BVI will innovate and create new avenues to maintain its position as a global leader in this very important sector of international business.”

Whatever your business requirements are in the BVI be it financial services based or tourism based the CCP Group is well placed to assist you, so please do not hesitate to contact us should the need arise. n

and innovate to bring new products and better services to clients.

Acoq is a company with expertise in the areas of Corporate and Individual Tax Advising; Non-Habitual Residence Status; Consultancy on Investment (Property, Companies, Financial Products), Management Consultancy; General , Analytical and Budgeting Accountancy; Budget Costs Control; Company Evaluation & Brokerage; Price Transfer File; Business Plans; Fiscal Representation.

“In Portugal, we have seen a good result in the Tourism sector, with more and more people visiting us. We have had some beautiful weather, but that is not the only reason they come! Our cost of living is cheaper compared to other countries. On the whole, we have found Q3 has been very good for Portugal and we have also experienced an increase in our business income.

Managing Director, Pedro Simões, tells us more about the current business environment.

“With regards to the general atmosphere, people still have low confidence, but mainly we were always complaining, and not doing what we need to change.

More and more this is starting to change.”

“Portugal is now starting to increase business activity,” he begins. “I feel that, despite some problems with business addressed to individuals, the non-residents (EU Citizens) and non-EU Citizens are investing in Portugal and moving to Portugal. Portugal has a strong programme to get non-residents, where for EU Citizens it is possible to get exemption of taxes from Source Country, and for non-EU Citizens you also can have the Golden Visa, and apply for the same exemption. Naturally, there are requirements, but it is a strong possibility.”

So far, the global economic growth seen in 2014 has been quite uneven, and Pedro explains the situation in his jurisdiction. “We are seeing individuals’ suffering from unemployment, and a reduction on wages, which reflects a lower consumption, however this has challenged the most prepared to improve

Pedro believes that the Chinese economy has had a greater influence on global growth so far this year. “In Portugal particularly there are Chinese companies investing in local companies,” he states. “In Portugal they participate in several different areas, such as the energy and electricity sector (Old Public Supplier), as well as Insurance and Banking, amongst others.”

With regards to the rest of 2014, Pedro strongly believes that the year will end well. “We know already that we will show a growth of around 30% when comparing with 2013. We are happy with that, and already preparing to 2015, because the good result in 2014 will be passed in 3 months.” n

SECTOR SPOTLIGHT www.acquisition-intl.com

Q3 Review

With offices in 157 countries and more than 184,000 people, PwC IS among the leading professional services networks in the world. The firm helps organisations and individuals create the value they’re looking for, by delivering quality in assurance, tax and advisory services.

Company: PwC Name: Steve Roberts Email: steven.roberts@ de.pwc.com Web: http://www.pwc.de/en/ finanzinvestoren/index.jhtml Address: Friedrich-Ebert-Anlage 37, 60327 Frankfurt am Main

How would you describe the current business climate in your region?

The Ukraine crisis and consequential sanctions against Russia, the Scottish referendum and slowing growth in Germany and Italy (Q2 2014) have cast a negative light upon current economic developments. Exporting industries feel the pressures of missing revenue streams from Russian customers, but many have been able to maintain healthy levels of business, despite the lack of Russian income. German exports reached a record level of €101bn in July – this makes a strong case for the economy’s ability to cope.

How has the economic climate in your jurisdiction affected demand for your services?

Germany continues to be one of the most active PE markets in Europe with 11% of private equity activity.

As of September 2014 only the UK and Netherlands have had a larger share of PE deal volume. Increasing numbers of PE houses are searching for investment opportunities for their amassed dry powder and often set their sights on targets in Germany. The consequence is strong demand for our due diligence services from clients looking to strengthen their negotiating positions and increase transparency in their deals.

Which economies would you say have had a greater influence on global growth so far in 2014, emerging or developed?

ksa, avocats, S.E.N.C.R.L. Québec, Canada

Growth rates in emerging economies traditionally outpace developed economies’ GDP growth. This has also been true so far in 2014. In terms of global importance I believe that our focal point should remain on developed economies, as they are facing obstacles that have vast disruptive potential and need to be tackled successfully in order to retain and grow economic prosperity. This should, however, not diminish the importance of emerging economies for global growth.

How is the corporate world responding to Q3 so far? How would you describe deal appetite compared with the same period last year?

Deal appetite has certainly increased in 2014, with the number of transactions showing robust and healthy growth over prior year. With the current low financing cost environment, it is certainly a seller’s market and this is one of the key drivers behind the current activity levels.

How would you describe the level of confidence in your local market?

Current confidence levels are high, driven by a positive economic outlook and an established period of growth since the financial crisis. Companies are providing positive growth forecasts linked to both the local and the global market developments, which is also a strong factor in deal activity levels.

What are your predications for the rest of 2014?

Put simply, more of the same. There are many sales processes currently running or shortly about to start that are targeting a signing or closing before Christmas, and this is keeping activity levels high. The IPO market here remains strong and has seen a strong increase as an exit channel over the last 12 months, reflecting also that investor confidence in the local and global economy. n

ksavocats.com Acquisition International October 2014 19

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Q3 Review

Consistently ranked among the Top5 global M&A advisors (Thomson Reuters) for midmarket transactions, IMAP is an organization of Independent advisors in over 35 countries worldwide. On average, IMAP closes 200 transactions per year, of which over 30% are cross-border deals.

The firm’s total advised transaction volume is around US$8bn per year.

Company: IMAP Name: Dr. Heiko Frank, MD and board member Email: Heiko.Frank@imap.de Web: www.imap.de IMAP M&A Consultants AG Address - Munich: Bernhard-Wicki-Str. 3, 80636 Munich, Germany Tel: +49 89 540 2273-130 Address - Mannheim: Harrlachweg 1, 68163 Mannheim, Germany Tel: +49 621 3286-0

IMAP Germany was established over 20 years ago and is headquartered in Mannheim, IMAP Germany is one of the country’s biggest M&A-advisory teams with nearly 40 professionals in two locations in Germany, where they cover the industrials, automotive, chemicals, energy, technology, media and telecommunication, machinery/engineering and consumer sectors.

At present, IMAP is seeing an increasing number of international cross border deals - particularly Asia/Europe deals. In addition to the historically established sectors like machinery/engineering, automotive and chemicals, IMAP has also noticed an increasing number of deals in the technology, media and professional services sectors.

Which isn’t surprising, as M&A activity in Germany is increasing across the board, mainly due to three factors: • Inorganic growth ambitions by conglomerates or big mid cap companies (Mittelstandsunternehmen); • Succession issues in family companies; • Leak of bank financing, due to Basel III.

Steve Moody is Director of SKM Asset Finance Ltd, a company specialising in the provision of asset finance to the SME sector, predominantly to the construction industry.

“SKM Asset Finance Ltd was formed in 1997,” begins Steve. “It distinguishes itself from our competitors due to the directors and sales team having a wealth of experience financing construction plant and equipment.”

SKM Asset Finance Ltd has experienced a continued demand for asset finance during Q3 which Steve expects to continue throughout Q4.

SKMAssetFinance Ltd Providing that missing piece to the financial jigsaw

Company: SKM Asset Finance Ltd Name: Steve Moody Email: steve@ skmassetfinance.co.uk Web: www.skmassetfinance.co.uk Address: Finance House, 45 Grange Road, St Leonards, Ringwood BH24 2QE Tel: +44 01202 855080

20 Acquisition International October 2014

“This demand is predominantly due to our specialism within the construction industry where private sector construction activity has continued to expand, with sustained growth in private housing starts and a sharp rise in industrial projects. The value of private housing starts was 11% up against the same period of 2013, with the sector marking 17 months of consecutive growth.

Strong double digit growth was also seen in the retail and hotel & leisure sectors.”

Coupled with the weakening of the Euro against the Dollar, we can also expect an increase in export in Europe and greater interest in acquiring targets in Europe. In the midst of this activity, Europe, especially Germany, is still seen as one of the most stable markets in the world and still attracts investors from less stable economies from all over the world.

Toward the end of the year, we fully expect to see something of a rally and increased M&A activity from the market players. For example, PE will see better debt availability and less cost structure, while mid cap companies will discover and take advantage of an increasing number of inorganic growth potentials.

As we move into 2015 and beyond we must be mindful of how the M&A landscape is changing. For example, we are already seeing more internationalisation and transparency thanks to new technologies giving us access to better and increased information availability.

It’s important to realise that clients are also gaining a better understanding of M&A and how it works and are, as a result, becoming more demanding. n

“

Established over 20 years ago IMAP is one of the country’s biggest M&A-advisory teams

”

However there is a concern that the general UK asset finance industry is failing to raise its profile and extend its reach. Mike Francis of Investec Asset Finance comments “The industry is not growing and has rested at the £20 - £25 billion per annum penetration level, representing around 30% of fixed capital investment excluding property, for several years now” But there are signs that this may be beginning to change as the Finance & Leasing Association (FLA) monthly press releases consistently report a growing market. In addition awareness of asset finance amongst businesses seems quite healthy and is increasing. The latest BDRC SME Finance Monitor reported that 31% of businesses seeking or renewing finance would consider leasing, up from 23% two years ago.

Julian Rose of Asset Finance Policy Ltd stated in a recent article that the accounts of many FTSE companies show minimal use of equipment leasing, either on-balance sheet finance leases or operating leases reported in the notes to the accounts.

Chris Williamson, economist at economic forecaster Markit, said that data from the Office for National Statistics combined with more recent economic surveys pointed to UK economic growth of 0.7% in Q3 - which would suggest an overall expansion of 3.5% in GDP in 2014.

He added “There is scope for growing the market for small businesses. For example there is no comprehensive directory of places that small businesses can go to find asset finance. Asset Finance Policy’s new postcode-based listing of UK brokers www. assetfinance500.uk, is hopefully a small step in the right direction”.

He said the Bank of England showed “no signs” of risking “killing off the recovery, by raising interest rates, anytime soon” adding that with interest rates tied to age growth it was likely that the first rise in interest rates would be delayed until next year.

In summary the message is that asset finance should not be compared against other forms of borrowing by corporate treasurers, but instead is seen as an innovative solution to reducing the total cost of use of key business equipment. n

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Q3 Review

Jean-Claude Gonneau is based at Camden Associates in London. He tells AI magazine about the current business environment through the eyes of the firm.

“We have historically focused on tech and biotech but a novelty this year has been the demand in advisory services from Chinese companies probably because there is such a long waiting time imposed to companies over there to list on the Hong Kong market,” he explains, talking about the firm’s specialist sectors. “As a result we have participated in the listing of a Chinese down producer called Snowbird on the Frankfurt stock Exchange.”

Company: Camden Associates Name: Jean-Claude Gonneau Email: jcg@camdenassociates.co.uk Web: www.camdenassociates.co.uk Address: 27 Hill street, London, W1J 5LP Tel: +44 020 7290 9812

He continues to describe the business environment in the region. “The vigour in the European markets can be well illustrated by the IPO market. No less than 145 IPOs have raised €22.3bn in Europe in Q2 2014. This is almost twice the amount raised in Q1 2014 and more than four times the proceeds on a year on year basis.

“The surge in floats seen in the second half of 2013 has now approached record levels as Q2 2014 posted the best second quarter performance since the financial crisis hit the capital markets six years ago.

“There is definitely a feeling that markets are getting together. But I must stress this is not, even remotely, a bubble forming as investors are rigorously testing equity stories and drive a hard bargain. Some deals are having to work harder to attract interest and inadequate pricing gets penalized as illustrated

Tony Symons is Managing Director of Clarendon Lawyers. He provides a background of the firm and tells us how the economic climate has affected business demand.

“With all the founders coming from careers at top national and international firms, the vision of the firm has always been to provide a top tier service in a smaller environment,” Mr Symons begins. “Our longer term vision is to be recognised as the leading Australian boutique corporate law firm (and a real alternative to the top tier national and international law firms) in our core practice areas, such as M&A. We firmly believe that we are well on the way to achieving that vision.

Company: Clarendon Lawyers Name: Tony Symons Email: tony.symons@ clarendonlawyers.com.au Web: www.clarendonlawyers. com.au Address: Level 19, 333 Collins Street, Melbourne, Victoria 3000 Tel: +61 (03) 8681 4410

“Although the global economy has been through challenging times in recent years, this has created many opportunities for our firm. Clients are increasingly looking for firms that deliver better value, particularly in the mid-market where the transaction value does not necessarily justify using a large team at a large national or international firm. However, clients still expect the same level of service that they have previously enjoyed at larger firms, which we are able to deliver. The size and structure of our firm also provides us with the necessary flexibility to tailor our fee arrangements to the requirements of our clients and changes in the legal market.

by the recent collapse of Zalando in the Frankfurt market.”

And does Mr Gonneau expect to see this increase in activity continue for the remainder of the year?

“The rapid increase in political instability in various regions of the world is poised to penalize a number of emerging markets but should remain contained in the markets of continental Europe. Economic policies penalize growth almost everywhere but not all companies alike. Nevertheless after the exceptional runoff the last three quarters it would only be normal to see a pause in the pace of the recovery in the financial markets. Exceptional companies are numerous and waiting to access liquidity.” n

“

There is definitely a feeling that markets are getting together. But I must stress this is not, even remotely, a bubble forming as investors are rigorously testing equity stories and drive a hard bargain

”

looking for new independent Australian firms to assist them with their Australian aspects of transactions, rather than send that work to their competitors.” n

“

With all the founders coming from careers at top national and international firms, the vision of the firm has always been to provide a top tier service in a smaller environment

”

“Further opportunities have been created for our firm by the recent mergers between many Australian firms and international firms. We are finding that international firms without a presence in Australia are

Acquisition International October 2014 21

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Q3 Review

WG & Co. was founded in May 1985 by Charles Waweru Gatonye. Having grown to a five-partner outfit, the firm now comprises 14 lawyers, five para-legals and a professional, experienced and dedicated administrative team providing good client care, research capacity and service delivery.

The one word I would use to describe the current climate in my region is dynamic. There are many sweeping changes taking place in region with legal and regulatory development on the rise. There is also greater cooperation within the East Africa Community States.

Company: Waweru Gatonye & Co Advocates Name: Tedd Moya Email: tedd@wawerugatonye.co.ke Web: www.wawerugatonye.com Address: 4th Floor Timau Plaza, Argwings Kodhek Rd. P.O Box 55207 – 00200, Nairobi, Kenya Tel: +254 20 2428 452/3/4

In a nutshell, the business environment is challenging but worth it. As summarised in a discussion with a representative of a European multi-national looking for business opportunities here, “doing business in Africa is like fast food; highly addictive and rewarding but not always good for your health�.

Demand The economic climate has had a direct effect on our corporate and commercial department as well as our property and conveyancing portfolio. There was a challenge in land reform and streamlining of the land registries in Kenya, which adversely affected turnaround times. The recent insecurity in the coastal region has had an effect in the property market; especially in touristic ventures like joint eco-projects.

Positive signs Infrastructural developments and deals have been on the increase and shall continue to exhibit some good activity as there are various projects that are rolled out including railroad and port, which are long-term.

22 Acquisition International October 2014

Discovery of mineral resources and rapidly increasing energy needs have led to exploratory and investment opportunities in mining, oil and gas, rural electrification and related sectors. There has been steady growth here.

Challenges Instances of insecurity and fear of political unrest have led to stagnation or even a slump in various sectors. Tourism is the foremost example where spates of violence have led to significantly lower numbers in activity and profit. With Kenya holding her general elections last year, coupled with the effects of the Eurozone crisis, there has been a decline in international (and particularly European) tourists from last year to date. However, local tourism and increased numbers from China in particular have revived optimism in the sector.

Predictions Traditionally, as the year draws to a close, there is very high local activity in the third and fourth quarters; particularly for entities with financial years that end in December. Private equity activity in East Africa has dipped a bit in the second quarter of the year due to the threat of insecurity in the region.

Tourism - particularly in Kenya - has taken a big hit in the coastal region due to travel advisories and unrest in parts of the north coast but has a predicted increase in the last quarter. I believe that banking, insurance, telecommunications and real estate will have a gradual but steady increase in positive activity. The consumer market is likely to post some high numbers - with the slight increase in the middle class - especially around the Christmas holiday season. n

SECTOR SPOTLIGHT www.acquisition-intl.com

Q3 Review

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Acquisition International October 2014 23

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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.

24 Acquisition International October 2014

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Ones to Watch in 2014: IP Experts

Dagmar Čechvalová is Managing Partner at inventa Patent and Trademark Agency in Bratislava, Slovakia, providing a full spectrum of services in IP protection matters.

Company: inventa Patent and Trademark Agency Name: Dagmar Čechvalová Email: inventa@inventa.sk Web: www.inventa.sk Address: Palisády 50, 811 06 Bratislava, Slovakia Tel: +421 2 5441 9167

inventa is one of the oldest IP protection offices in Slovakia. Established in 1990 and based in Bratislava, inventa provides a full spectrum of services in IP protection matters, including representation in front of the Slovak Industrial Property Office, European Patent Office and the Office for Harmonization in the Internal Market.

Based on its extensive experience, inventa puts special focus on services for legal protection in chemistry, biochemistry, ecology and high technology as well as services in the trademark field and legal enforcement. In addition, inventa provides consultancy services in asset valuation field and services for franchise operators.

“The Central European Region is very active with respect to business startups,” says Dagmar Čechvalová, Managing Partner, inventa. “There are many entrepreneurs with great ideas often looking for investors active in IT, high-tech and green technologies. As a matter of fact Central Europe provides a unique combination of know-how, infrastructure, legal protection and cost structure transforming it into an ‘innovation hub’. You can track back many successful startups with roots in this region, such as Esset, GoodData or AeroMobil just to name few of them. Our business segment has to adapt and provide services and solutions entrepreneurs and investor are looking for.”

PATENTSHIP Patent Attorneys is headquartered in Munich and is specialised in patent prosecution and litigation in the fields of telecommunications, mechanics, medical technology, chemistry, pharmaceutics and life sciences. Dr Robert Klinski, Patent Attorney and Managing Director at PATENTSHIP, tells us more.

At present, the major driving forces of the business environment in Germany are IP monetisation, IP licensing and IP litigation, in particular under the Fair, Reasonable and Non-Discriminatory (FRAND) terms. Since IP owners consider Intellectual Property as a valuable business asset, a significant change in technology and legislation has been observed in particular in the telecommunication sector.

However, apart from some legal regulations relating to FRAND, there are basically no market regulations limiting the IP market in Germany and Europe.

Company: Patentship Patent Attorneys Name: Robert Klinski Email: mail@patentship.eu Web: www.patentship.eu Address: Elsenheimerstr. 65 80687 Munich Tel: +49-(0)89-75 969 869-0 Fax: +49-(0)89-75 969 869-9

One of the further technology sectors, which show increasing dynamics, is the energy sector. The recent changes in energy provision and energy distribution in the energy markets with respect to the German “Energiewende” associated with shutting down nuclear power plants, has accelerated the development of smart grid technologies for energy and information distribution over existing energy networks.

In my opinion, such a development may lead to a new technology revolution comparable to the previous boom of the telecommunication market, which has started from the twisted pair telephone lines in the last century. Therefore, promising business opportunities for investors do not only include beneficial investments in hardware, but also in services, such as automated energy brokerage or automation solutions in respect to energy provision and energy distribution.

A remarkable development of IP litigation is also visible in the field of telecommunications. Recently, PATENTSHIP successfully defended a major telecommunication enterprise in the German jurisdiction of several multinational and multiparty infringement

Recent changes and EU enlargement are changing the way IP business used to be in Slovakia, says Mrs.Čechvalová. “Being part of European structures opens up new opportunities for us, which we see in a rising number of active clients from the Far East, and especially from China and South Korea, interested into services we do offer for their European agenda.

We do see a clear shift from services in exporting IP and basic validation services, into providing services in the space of European IP import from new markets. In order to be successful, you need not only the required personnel, but also connections and culture, compatible with this new client segment”.

What differentiates inventa from its peers is the spectrum of services it covers, says Mrs.Čechvalová.

“We do not only provide traditional IP consulting, but are heavily active in legal enforcement in the trademark field and especially counterfeit. Also, the business consulting services, intellectual asset valuation and services for startups and investors we provide put us in a competitive position.” n

“

The Central European Region is very active with respect to business startups.

”

proceedings in the field of wireless access technologies. This remarkable achievement in a series of successfully concluded IP proceedings strengthens PATENTSHIP’s position as one of the leading IP law firms in the European IP market.

At PATENTSHIP, we already recognised several years ago that IP not only forms a legal asset, but also a business asset. Over the years, PATENTSHIP has developed key determinants for successful and sustainable IP licensing, valuation and monetisation by conducting – successful and, more importantly, less successful - projects together with its clients. Such a unique experience enabled us to offer profound monetisation and licensing support to our clients.

The most important determinants when working with clients are the ability to work out a clear, convincing argument, and to fully understand the core of the invention and the claimed subject-matter of an opposing IP right. Otherwise, without such a fundamental knowledge, neither enforceable patents can be drafted nor convincing arguments can be presented in prosecution and litigation proceedings. In practice, such a rather simple advice is most difficult to implement and requires years of experience in the field of Intellectual Property. If a patent attorney is able to conclusively summarise the core of an invention or the claimed subject matter in a few concise sentences, he or she will most likely be able to convince either the patent examiner or an IP judge of his or her position.

In my opinion, the most important quality characteristics of a patent law firm are a profound and deep understanding of the technology, as well as the market position of the client including substantive information about the client’s competitors, along with a long term experience in IP prosecution, litigation and negotiations in various jurisdictions. Further, any patent law firm should be able to quickly adapt its services, internal processes and charging models to a changing market environment. Last but not least, the patent law firm must be able to constantly fulfil the required quality criteria. n

Acquisition International October 2014 25

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Ones to Watch in 2014: IP Experts

Rosenbaum IP is devoted to the practice of intellectual property law. We combine professional and technical skills with levelheaded business principles and experience.

Company: Rosenbaum IP Name: David Rosenbaum Email: info@RosenbaumIP.com Web: www.rosenbaumip.com Address: 1480 Techny Road Northbrook, Illinois 60062 Tel: +1 847-770-6000 Fax: +1 847-770-6006

“

We combine professional and technical skills with level-headed business principles and experience.

�

26 Acquisition International October 2014

We offer a broad range of business-oriented legal services, including patent searching, patent application filings, trademark availability screening and trademark registration at the United States Patent and Trademark Office, copyright protection, computer and software protection, technology licensing, and enforcing intellectual property rights in courts.

Members of the firm have technical training in such diverse technologies as pharmaceuticals, medical devices, biotechnology, nanotechnology, organic and inorganic chemistry, biochemistry, materials science, environmental protection systems, semiconductor processing, lasers, computer networking, computer hardware and software, telecommunications, navigation technology, wireless communications, digital and analog electrical systems, evaporative cooling systems, motor vehicle assemblies and systems, and general mechanical and electrical technologies.

The firm represents a diverse range of clients including individual inventors, start-up companies, emerging and established companies, publicly traded companies and educational institutions. n

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: +44 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 October 2014 27

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Ones to Watch in 2014: IP Experts

William Yang, Partner and Attorney-at-Law at Panawell & Partners, LLC, a boutique IP firm based in Beijing, gives us his thoughts on how to monetise IPRs in China.

Following China’s economic development, intellectual property has become all the more important and attracts ever-increasing attention nationwide. The Chinese government is notching up IP protection by means of legislation, enforcement and administration.

Taking patent and trademark as examples, this article will address how to monetise IPs in China.

Company: Panawell & Partners, LLC Name: William Yang Email: williamyang@panawell.com Web: www.panawell.com Address: 1002-1003, 10th Floor, China Life Tower, 16 Chao Yang Men Wai Street, Chaoyang District, Beijing 100020, China Tel: +86 10 85253778

Enterprises attaching importance to intellectual property have filed a great number of patent/ trademark applications and therefore obtained many patents/registered trademarks. Some of these patents/registered trademarks may be of little value to the owners or temporarily will not be put into use in business while they may be technologies or brands urgently needed by other companies. So, by licensing patents/trademarks to those companies in need, IP owner may not only avoid patent/trademark waste, but also obtain returns like royalties.

Even those patents/trademarks in use can be licensed to be used by other companies to better satisfy the market demands and bring profits.

IP holders may choose to assign some of their patents/trademarks to others in addition to licensing.

Compared with patent licensing, by patent transfer, right holders can get one-time royalties, and therefore they can recover the costs of patent development

Peter Cowan is the founder and Principal Consultant at IP Strategy Advisory firm Northworks IP, which works with clients across Europe and Canada, with a focus on the energy and cleantech sector.

Peter Cowan is the founder and Principal Consultant at Northworks IP, an IP Strategy Advisory firm that was founded to help companies maximise value of their IP assets through a business focused approach to IP. The firm offers advisory services in all areas of IP Management and IP Strategy.

Company: Northworks IP Name: Peter Cowan Email: peter@ipstrategy.ca Web: www.ipstrategy.ca Address: 841 Canterbury Road, Victoria, BC, Canada Tel: +1 250 893 1539

“

IP is becoming a key piece of both new growth and acquisition plans.

”

28 Acquisition International October 2014

In the energy sector, specifically the Smart Grid and Smart Home sectors, there is a growing market opportunity that many firms are moving to capitalise on. Within these sectors, IP is becoming a key piece of both new growth and acquisition plans.

Considering in more detail the smart home sector, as firms like Google and Samsung are pursing growth into the sector through acquisition, while other new entrants are trying to position themselves to be an alternate platform for the market – which is projected to be at US$100bn by 2018. The Smart Home market is list of highly fragmented subsegments. This, coupled with no one venture owning a controlling piece of the entire segment, has resulted in key technology players looking for acquisition targets to one path to become the market leader.

With IP being critical for this growing market, from the acquisition perspective this results in the need for deep analysis of any venture portfolio to ensure it will result in future value. Analysis of the entire sector

and application, get the capital for further patent development, and be exempted from the obligation of paying patent renewal fee. Likewise, trademarks may also be transferred to others, if which are of no value any longer to the IP holders, from which the assignor can get the money back for its further development.

The Corporation Law of the PRC provides that shareholders can invest using intellectual property as contribution in terms of shares, which makes available an important non-monetary investment for IP holders. By investing using their patents/ trademarks to get shares, the owners on the one hand can reduce the monetary cost of investment, which is beneficial to their fund flow, and on the other hand can use the patents/trademarks more effectively and generate more income from the intellectual property investment.

In addition to above ways for IP owners to benefit from IPs, the Property Law and the Security Law of the PRC provide that the rights of the intellectual property can be pledged, which endows intellectual property with financing function.

IP holders shall be fully aware of the values of intellectual property to their development, scientifically manage intellectual property, and actively explore multi-level ways of utilising intellectual property, so as to continuously enhance the competence and promote the development. n

trends also indicate which firms are prime targets for acquisition, and hold key IP assets for this growing future market. For investors the areas of lighting control, intelligent bulbs and consumer smart devices hold the largest market share opportunities. There are other smaller sub-segments such as smart plugs, smart water heaters, and home energy displays still have no large market leader yet hold tremendous opportunity for investors that have the capital to build market leadership through acquisition.

A specialisation and deep knowledge of both the business and patent trends in the energy sector give Northworks IP a distinct advantage for their clients.

Working with Northworks IP, clients understand the business implications of acquisitions and growth in their ventures that have, or need, a strategic IP position to be leaders in their segment.

Cowan is listed in the IAM Strategy 300 as one of the world’s leading IP strategists. IAM Strategy 300 is a peer-nominated list researched and published by London, UK-based IAM Magazine. His firm works with clients across Europe and Canada, with a focus on the energy and cleantech sector. n

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Ones to Watch in 2014: IP Experts

Laura Collada is Managing Partner at Dumont Bergman Bider & Co., S.C. based in Mexico City.

Company: Dumont Bergman Bider & Co., S.C. Name: Laura Collada Email: lcollada@dumont.com.mx Web: www.dumont.mx Address: Av. Insurgentes Sur 1898-Pent Office 21 Col. Florida Deleg. Alvaro Obregon 01030 Mexico City, Mexico Tel: +52-55- 5322-6230

Dumont Bergman Bider & Co., S.C. (DBB) is a Mexican Intellectual property firm. The practice includes all aspects of intellectual property such as obtaining, registering and protecting inventions (patents, utility models and industrial designs), distinctive signs (marks, trade names, brand slogans and appellations of origin), copyrights (owner and author’s rights, related rights), information technologies (domain names, and internet assets) and data protection issues. It also has an extensive expertise in litigation, anti-counterfeiting and related commercial law (corporate, licensing, immigration, regulatory and tax) and our capabilities provide a full array of IP related legal services.

Established more than 70 years ago, DBB has remained contemporary and responsive to ever-changing client needs. Consistent with its commitment to technology, efficiency and the highest quality service, the firm is ISO 9001:2008 certified.

DBB is ranked at CHAMBERS LATIN AMERICA and CHAMBERS GLOBAL as well as Laura Collada and Jorge Gomez as leading lawyers (as well in other specialised publications). DBB and Laura Collada have been recognised two years in a row as Best Firm in Mexico and Best IP Lawyer in Latin America

by Euromoney’s Americas Women in Business Law Awards.

Niall Andrew Head-Rapson is Director and Founder of McDaniel & Co, based in Newcastle upon Tyne.

McDaniel & Co. is a niche Intellectual Property practice based in Jesmond, Newcastle upon Tyne. It was established by husband and wife team, Niall and Rozanna Head-Rapson.

Company: McDaniel & Co Name: Niall Head-Rapson Email: nh@mcdanielslaw.com Web: www.mcdanielslaw.com Address: McDaniel & Co., 19 Portland Terrace, Jesmond, Newcastle upon Tyne NE2 1QQ. Tel: +44 191 281 4000

Niall tells us more about the firm and the services it offers to clients. “A core aspect of the Commercial Intellectual Property Law practice is assisting organisations in both the public and private sector that have a significant interest in the identification, protection, exploitation and commercialisation of Intellectual Property.

“In fact all clients of McDaniel & Co.’s Commercial Intellectual Property Law practice have either a significant interest in Intellectual Property or more pertinently, Intellectual Property is a core asset and revenue generator of their business.”

Niall describes the recent trends and developments in his field which have presented new opportunities.

“The new Intellectual Property Act is now in force which has created changes to Design Law. It is now a criminal offence to intentionally copy a registered design. There have also been some subtle changes to how an unregistered design is defined as well as different rules on creation and ownership.

It is one of the very few firms in Mexico that performs in-depth examination of patent applications. This service allows the firm to deliver the best possible advise while prosecuting the applications and avoiding the issuance of official actions since we foresee which amendments will be required by the National Office.

Laura Collada tells us more about the current business environment in Mexico.

“Mexico’s accession to the Madrid Protocol Agreement (MPA) has changed the environment completely,” states Laura. “IP law firms will necessarily change their business model and will have to add value to service rendered.”

“On the other hand, Mexico’s legal framework is modernising and the Energy sector is the one that will change the most, since recent amendments to our legislation have the goal of promoting foreign investment.”

And Laura embellishes on which sectors have experienced the most activity and how this fares compared to previous years.

“Mexico’s legal framework is changing and we have had major amendments in our Energy related legislation as well as in telecommunications. On the other hand, Mexico is a stable country both politically and financially which gives us together with our geographical position a real advantage in our region. Opportunities are immense in our country but we will see a growth in oil, oil products, green energies, etc.” n

work. It will have to be funny to take advantage of the new law.”

These new laws will mean that businesses will have to adjust the way they work but this will also give them specific new opportunities to enforce their rights.”

Alongside this, Niall has noticed certain challenges emerging and believes that the firm’s location presents issues.

“Within the North East of England the big issue is transport links,” he explains. “To the North and to the West the road network is mainly single lane which reduces the effectiveness of commerce. It has been a thorny issue for years. There are noises in Whitehall about duelling the A1 but the region has heard all that before!”

Finally, Niall comments on how McDaniel & Co ensure client satisfaction, and ensure the firm always stands heads and shoulders above the rest.

“We are very proactive and commercial with our advice. We look for solutions that a client can implement themselves rather than rush to the legal solution. It is very easy for lawyers to run away with things but we look for practical solutions that help the client to help themselves.” n

“There have been changes to Copyright law specifically in respect of making a Parody of another’s

Acquisition International October 2014 29

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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 theway in their specialist areas of expertise.

30 Acquisition International October 2014

Ones to Watch in 2014: Barristers and QCs

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Ones to Watch in 2014: Barristers and QCs

Philip Baker QC, who began practice in 1987, specialises primarily in international aspects of taxation, which covers both corporate and private client matters.

Company: Field Court Tax Chambers Name: Philip Baker QC Email: pb@fieldtax.com Web: www.fieldtax.com Address: 5th Floor, Gray’s Inn Chambers, London, WC1R 5JA Tel: +44 020 3693 3700

I am a Queen’s Counsel (QC - senior barrister, practising from Field Court Tax Chambers (FCTC) in Gray’s Inn in London. I specialise in revenue law, specifically in international tax matters. This encompasses international aspects of UK taxation, as well as international tax law and practice in general – interpretation of double taxation conventions, and broader issues of international taxation. My practice cuts across from private client work (issues relating to private companies, trusts, and crossborder movements of individuals) to corporate work, including work for some of the largest multinationals.

I have a particular interest in European Union tax law, and in the European Convention on Human Rights.

Aside from acting for taxpayers, I have acted for a number of governments including HM Revenue and

“

I have a particular interest in European Union tax law, and in the European Convention on Human Rights.

”

Customs, the IRS and the US Department of Justice.

I have appeared as an advocate before courts at all levels in the UK from the First Tier Tax Tribunal to the Supreme Court, including the Privy Council. I have also given evidence on UK tax law and on international tax law and practice before courts in India, Norway and the US, and have prepared opinions for use in litigation and in international arbitrations in a number of other countries. I am currently acting as an arbitrator in an international arbitration.

FCTC was formed in August 2014 by Patrick Soares, Patrick Way QC, Imran Afzal and me. We have all previously been together in another set of chambers in Gray’s Inn. We decided we wished to remain in Gray’s Inn when our former chambers decided to move out of the Inns of Court. We have established a chambers with a strong client focus, with an emphasis on a modern approach and accessibility to our clients.

Outside of work, I have an interest in Sinology, and am learning Polish. I am a visiting fellow at the Institute for Advanced Legal Studies, London University, responsible for an MA in Taxation and for supervising PhD students in tax. I have served on a variety of committees relating to taxation, including the council of the Chartered Institute of Taxation, the Permanent Scientific Committee of the International Fiscal Association, the board of trustees of the IBFD, and the Exchequer Secretary’s Tax Professionals Forum. I am author of a book on Double Taxation Conventions, and the founder-editor of the International Tax Law Reports. n

Acquisition International October 2014 31

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Ones to Watch in 2014

Ones to Watch in 2014 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.

32 Acquisition International October 2014

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Ones to Watch in 2014

Florian Wettner is partner at boutique law firm METIS Rechtsanwälte LLP in Frankfurt/Main, Germany.

METIS is a boutique law firm which was founded in 2010 as a spin-off from the Frankfurt office of the leading international law firm Freshfields Bruckhaus Deringer LLP. METIS’ lawyers provide advice on all questions of corporate, finance, employment and general business law.

The firm has a strong international focus representing international clients in Germany and advising German clients on transactions abroad.

Company: METIS Rechtsanwälte LLP Name: Dr. Florian Wettner Email: florian.wettner@metis-legal.de Web: www.metis-legal.de Address: Untermainkai 30, 60329 Frankfurt am Main, Germany Tel: +49 69 271 38 89 0

“

... is internationally renowned for his litigation prowess.

”

- Who’s Who Legal Germany 2014

Florian Wettner started his career in internationally renowned German law firm Gleiss Lutz, worked for Herbert Smith in London in the area of litigation and internal investigations from 2007 to 2008, and joined METIS in early 2014.

He specialises in domestic and international litigation and arbitration with an emphasis on disputes in capital markets and corporate matters as well as in connection with M&A transactions. Furthermore, he focuses on advising companies with regard to compliance issues and internal investigations.

Florian also has extensive experience with respect to the handling of complex claims and liability cases under insurance law (particularly in the area of D&O and other indemnity insurances).

Florian acts for (insured) companies, directors & officers and also for insurers. Corporate clients range from the industrial to the financial sector.

Who’s Who Legal: Germany 2013 and again 2014 acknowledge Florian as one of four experienced practicioners for asset tracing and recovery in Germany.

The Chinese economy has grown at just under 10 per cent a year for 32 years, overtaking Japan in 2010 to become the world’s second largest economy. According to recent studies, China is projected to overtake the US in 2016.

Company: Eversheds Web: www.eversheds.com Address: Units 501-502, Platinum, No 233 Taicang Road, Huangpu District Shanghai 200020 China Tel: +86 21 6137 1088 Fax: +86 21 6137 1099

China has rapidly developed itself into the second largest economy in the world. Many Chinese cities are now major global financial and manufacturing centres and are still drastically evolving. As the result, China plays a crucial role in international businesses.

With offices in Beijing, Shanghai, Hong Kong and Singapore, Eversheds is recognised as one of the leading international full service law firms in Asia, where the firm works as a single integrated team.

Eversheds’ Shanghai office was established in 2006 and, recently, a new office has opened in Beijing.

The firm specialises in cross border M&As, China outbound investment, international corporate finance, infrastructure project, private equity, regulatory and general commercial.

Eversheds China works closely with offices across the Eversheds’ international network. Its strong global network enables the company to provide a seamless service, guiding Chinese companies (including large SOEs) through the process of doing business outside of China and to foreign companies doing business in China.

Over the past years, an increasing appetite of companies for commercial disputes can be noted in Germany, Wettner says.

“This is true for post M&A disputes which often seem to be regarded – just from the beginning of negotiations – as an adequate procedure to ‘adjust’ the purchase price afterwards,” he says.

“And this is in particular true for the recourse of companies against board members and – to a smaller extent – against accountants or other advisors for damages incurred due to (alleged) breaches of directors’ or advisors’ duties. Whereas 20 years ago suing (former) board members was a “no go” for German companies, case-law has meanwhile shaped criteria according to which members of management or supervisory boards are obliged to pursue damage claims against (former) colleagues or third parties in the best interest of the company. Furthermore, - and this explains the sometimes enormous sums in dispute which the sued individuals could never bear – the ultimate aim is often to trigger D&O or professional indemnity insurance cover.”

Such cases are often complex, Wettner says, as they involve a multitude of interests and views to consider – the company’s, the former and actual board members’, insurers’, regulatory or criminal law enforcement agencies’ – and require an understanding of capital markets and corporate law as well as insurance law.

METIS provides the proven expertise and advice of the highest quality in all fields of law relevant for disputes in capital markets and corporate matters including post M&A cases as well as insurance cases. On the one side, this distinguishes METIS’ litigation practice from many large (international) law firms which lack the insurance law expertise, and – on the other side – from insurance law boutique firms which lack the capital markets and corporate law as well as litigation expertise. n

compliance and regulatory, debt and equity capital markets, employment, general commercial, IP/IT, litigation and dispute management, private equity, and restructuring and insolvency.

The firm’s clientele includes major multinational corporations, international banks and financial institutions, professional services companies, and government and regulatory bodies. Its wealth of experience, practical commercial outlook and understanding of the global context in which businesses now operate, enable Eversheds to provide cross-border advice on regional or global transactions or disputes. n

“

Many Chinese cities are now major global financial and manufacturing centres and are still drastically evolving.

”

Eversheds’ provides a wide range of legal services covering corporate M&A, banking and finance,

Acquisition International October 2014 33

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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.

34 Acquisition International October 2014

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On the Rise: Private Investigations 2014

Company: North Court Investigations Name: Matt Thomas Email: matt@northcourtpi.co.uk Web: www.privateinvestigatoruk.com Address: Level 7, Tower 42, 25 Old Broad Street, London, EC2N 1HN Tel: +44 020 3283 8741

Matt Thomas is the founder of North Court Investigations. He speaks to AI Magazine about the rising popularity of private investigators.

Matt Thomas has been in the private investigation sector for 12 years. He set up North court Investigations which during its trading time has become one of the UK’s most well-known and respected firms of private investigators.

He explains more about the firm: “The company specialises in covert surveillance, assisting companies around the world with discovering the truth. Other services that prove useful to the corporate sector is debugging of offices/board rooms and computer forensics. North Court Investigations always ensures that its surveillance agents, engineers, forensic officers and handwriting experts all have clean criminal records and qualified in their field of expertise.

“This ensures that clients get the best possible service, this we feel sets us apart from our competitors. The industry is not yet regulated in the UK so it’s vital that we offer a professional service with professional personnel.

“We work in three sectors: General Public, Corporate and Legal,” continues Matt, speaking about the increase in the firm’s services. “During the past 18 months/two years we have seen a significant increase in public enquiries and corporate enquiries.

The corporate sector is of great importance to us as this results in repeat business, whereas the private sector tends to be more ‘one off’ enquiries to confirm adultery for example. The corporate sector allows us to build relationships with businesses and investors who when they need to know something come back to us.

“The UK business environment has really turned a corner during the last 18 months. We have experienced an upturn in instructions from the corporate sector, to assist in a wide range of issues.

We have seen an increase during this time with investors coming to us to undertake due diligence on possible targets or individuals associated with companies of interest to investors.”

“The UK’s economy seems to be on the mend after years of disarray. I personally think the key to sustain the growth is to keep interests rate low (perhaps not at the current 0.5%) but around 2 – 2.5%. Also the UK has to ensure that another housing bubble doesn’t explode, I think the Government really should cut short the Help to Buy Scheme.”

The private investigation sector has always been met with scepticism and given a wide-berth by some.

However Matt explains how this area of specialism has come into popularity of late, thanks to being in the media spotlight.

been doing so for three years and during that time had assumed a cash pile worth millions. This type of assignment can take months to complete.

“Computer Forensics (used in cases such as above) “Debugging. Companies and Sporting entities instruct us to ensure that offices, board rooms and press rooms are free from unwanted, covert listening/ recording devices.

“Handwriting analysis.

“Background checks on Directors.”

“People still have a perception of private investigators as being dodgy men and women doing untoward things to gain information. The recent phone hacking scandal in the UK certainly hasn’t enhanced the reputation of Private investigators. North Court Investigations welcomes the planned licensing/ regulation of the industry in the UK and have made this known for many years. This shows businesses and individuals that we want the industry to be more transparent and be seen in a more positive and professional light.”

There are several reason that a firm may look into recruiting a private investigator, and Matt tells us the main reasons that North Court is contacted.

And what does the future hold for the private investigator? “Well, quite simply, the alternative to hiring us is to do it yourself,” laughs Matt. “We would never recommend this as people (even in the corporate sector) tend to be emotionally charged, which means when they find out something they tend to forget who they are and indeed where they are and confront the subject in a manner that they perhaps shouldn’t. When we take on an assignment we have absolutely no interest in it other than doing the best we can for our client. Working without emotion in our business is vital. However, working with empathy, discretion and within the law is a must.” n

“Surveillance (on employees of fellow directors).

One of the main reasons we are instructed to look at employees is when someone has been signed off work with a long term illness. Directors do get paranoid about fellow directors/business partners. We recently undertook surveillance (and other work) on someone’s business partner. Our client had noticed that some of their long term clients were instructing them on much more infrequently. We were instructed to find out why and managed to prove that the business partner had set up various other companies (not in his name) with another person from a competitors’ firm. They had Acquisition International October 2014 35

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On the Rise: Private Investigations 2014

Andy Grudko is CEO of Grudko Associates (Pty) Ltd. Asset rich South Africa was buffered from the past decade’s international financial crises but in the last few years the consequences have been catching up.

We now hover just above recession level, but this has created opportunities for the skilled investor in key areas such as property, mining, banking and support services.

Company: Grudko Associates (Pty) Ltd Name: Andy Grudko Email: agrudko@icon.co.za Web: www.grudko.co.za Address: Johannesburg and Pretoria, South Africa Tel: +27 12 244 0255

SA’s greatest business challenges are political policy and activity, institutionalised corruption and excessive legislation; but the tide is turning. Those challenges require resistance by corporates and consumers.

Companies that read this correctly and act ethically will attract great market support, delivering significant competitive advantages and profits.

Our world-class infrastructure but lax regulatory enforcement have turned SA into a haven for criminals exploiting these challenges and so ‘buyer beware’ must apply. Due diligence here is not a Board directive – it’s a survival requirement.

Professional Private Investigators can do a lot to mitigate risk by advising on the immediate business and legislative environment and confirming the bona fides of companies, partners and individuals.

If we compare Private Investigators to the legal profession we must recognise that they are equally specialised; for instance, divorce, criminal and corporate lawyers. Private Investigators offers support services in the same specialties and so it benefits a

Shivindra Pratap Singh is Managing Director at Lancers Network Limited.

Company: Lancers Network Limited Name: Shivindra Pratap Singh Email: spsingh@ lancerindia.com Web: www.lancerindia.com Address: 630, 2nd Floor, West End Marg, Lane No. 3, Kohinoor Enclave, SaidullaJab, New Delhi – 110030, INDIA Tel: +91-11-29531371 +91-9999666525

36 Acquisition International October 2014

Lancers Network Limited is South Asia’s leading Risk Consulting firm, operating in the high-onrisk countries of the region and the other parts of the world including Europe and CIS countries.

Established in 1980, Lancers has six office and field locations across India along with reliable and experienced network in other South Asian countries, this enables it to serve its clients comprehensively in the region. Lancers’ key services include - Corporate Intelligence, Due Diligence, Brand Protection, Security Audits, Fraud Investigations & Mitigation, Asset Tracking, Background Screening, Litigation Support, Crisis response and Country Risk Advisories.

Lancers has achieved unmatched client retention levels over the last 32 years across sectors owing to its quality of services, effective customization and level of confidentiality maintained.

Mr. Singh tells us more about how the firm stays ahead of the game. “Lancers distinguishes itself from the competition as the firm continues to pursue its founding principles of integrity, confidentiality, client focus and customisable solutions. It has created a strong client base in the region and across the globe over the last 32 years. Equipped with a highly experienced operational team drawn from the financial sector, armed forces, law enforcement and industry professionals; the firm has developed a reputation for providing quality driven, customer focused and highly successful actionable intelligence solutions.”

firm to employ a corporate investigator to investigate a corporate matter, such as due diligence before an acquisition, not a divorce investigator.

Other specialist areas for corporate Private Investigators include combating corporate espionage, trademark and patent investigation, competitive intelligence and pre-employment vetting.

Private Investigators in SA must be registered under the Private Security Industry Regulatory Act. Utilising the services of an unregistered PI is a criminal offence and may render any evidence collected inadmissible in a court of law.

Grudko Associates (Est. 1980) specialises in three areas of investigation: Corporate Due Diligence, in-depth backgrounds on individuals and Electronic Counter-Surveillance. n

“

Professional private investigators can do a lot to mitigate risk by advising on the immediate business and legislative environment.

”

“India’s rapidly growing economy coupled with the emerging economies of its neighbours makes South Asia a lucrative investment option offering a range of opportunities,” says Mr. Singh, speaking of the current business environment. “The region, due to its peculiar business practices, also throws an equally complex set of challenges for the potential investor.

The recent change in Government in India has resulted in an increase in corporate activity.” n

“

Lancers distinguishes itself from the competition as the firm continues to pursue its founding principles of integrity, confidentiality, client focus and customisable solutions.

”

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On the Rise: Private Investigations 2014

Flavio Castilho Millard CFE and Managing Director of Performance Global.

He speaks to us about the current business environment.

Company: Performance Global Name: Flavio Castilho Millard Email: flavio.millard@ performanceglobal.com.br Web: www.performanceglobal. com.br Address: Performance Global Rua Laguna, 937A São Paulo – Brazil – CEP 04728-002 Tel: +55 11 3368-3355

Founded some 25 years ago Performance Global is a privately owned Brazilian Risk Management and Security Consultancy. The company has basically two principal service components: Investigations and Executive Protection. The Investigation Division carries out DDs, pre-employment and corporate partnership profiles, fraud investigations, litigation support, internal corporate (industrial and commercial) malfeasance investigations - the US FCPA features heavily in this area, business intelligence, amongst others. The EP Division provides a comprehensive logistics and security support service for the corporate world attending visiting foreign executives (short and longterm), local staff requirements, local corporate risk assessments and security and safety awareness. The service also extends to the private individual.

Mr Millard speaks about the current economic environment in the firm’s jurisdiction. “Brazil, after riding the storm of the 2008 global slump, followed by various growth years, has seen a turndown in the economy this year, with an almost stagnated GDP,” he explains. “Industry and commerce, despite the World Cup this year, have not enjoyed the previous growth. With both a series of fraud and corruption scandals, including the country’s flagship company, Petrobras, and the presidential, governorship and senate elections coming up, there is some

Since 1958, our agency has specialised in providing services, including, countersurveillance, verification of absenteeism, the locating of business and financial information and general private investigations.

Company: Gruppo Ponzi Investigazioni s.r.l.

Name: Luciano Ponzi Email: luciano@ponzi.pro Web: www.lucianoponzi.it Address: via E. Torricelli, 35 – 37136 - Verona - Italy Tel: +39 380 841 2888

uncertainty. However, this is a country with ongoing potential, and any downswing will probably be short to medium rather than longterm. Brazil does offer some of the highest returns for short-term investment and this has attracted a lot of foreign investment in the money markets.”

Despite the country seeing a downturn, Mr Millard continues to describe how the future is bright.

“Globalization has meant that more corporations are expanding their reach, and are looking for new partners, acquisitions, as well as needing appropriate human resources recruited for their new markets.

This would be the proactive side. On the reactive side the increase in theft, frauds and other malfeasance within the corporate world, means a greater demand to investigate. Despite “zero tolerance” and corporate governance, many corporations prefer to “clean house” internally, rather than face long drawnout police investigations, which may not produce the necessary results a private investigation can, and would certainly take up more time. Corporations are also reticent about image being damage by a public arena when there issues of such a nature.” n

and money. Information is power and we show firms how to protect themselves with an investigator before going into business with new suppliers and partners.

It is no secret that in Italy – as in most of Europe the economic situation is critical. However, Italy is a country of innovators and hard workers and I’m sure the situation will improve.

The need for private investigators is on the rise throughout Italy because many businesses have experienced increased security problems. Many companies come to us because, for more than 50 years, we have built a strong reputation for being able to protect businesses from these threats. n

Recently, where our business is concerned, we have seen strong demand for new security systems in the wake of many cases of industrial espionage. For this reason, we have invested heavily in the search for new equipment.

“

We have also placed an emphasis on networking. In Italy, most companies have less than 20 employees so it is important to create new synergies. Especially in north of Italy, where there are many companies with great ideas and the staff are very specialised.

These companies need to know how to create new projects for success.

It also appears that, despite the many benefits they offer, there are still many people and organisations that are unaware of exactly what role a private investigator has to play in their business. This is because, for several years, we have set ourselves the goal of explaining to firms how the many services we offer can be useful for them. Through networking and the web, we continue to emphasise the importance of prevention rather than cure, so companies save time

Information is power and we show firms how to protect themselves with an investigator before going into business with new suppliers and partners.

”

Acquisition International October 2014 37

www.acquisition-intl.com

Brussels Inheritance Law Bombshell Bites British Ex Pats ▲Will your husband’s Will still be valid if he dies next year?

EU Regulation No 650/2012 has been in force for two years now and will apply fully from next year. It contains 83 articles on 134 pages and has taken ten years to draft. It is extremely complex and at times ambiguous but what is clear is that we will have to live with it. It changes the private international laws of Spain and most other EU countries including the rules which determine which country’s law applies to determine who inherits your estate. In future, in most cases involving Spanish property, by default Spanish law will govern the estates of British Citizens in Spain and the Spanish Courts will have exclusive jurisdiction. ▲If you are a married woman you should consider the following questions:-

 Does your husband’s Will leave all (or most of) his estate to you?  Does your husband have children (or grandchildren) by his marriage to you (or by a previous union) or is either of your husband’s parents still alive?  Is your husband a British citizen or a citizen of Australia Canada or New Zealand? (different issues apply to other nationalities) ▲Your husband then needs to ask the same questions of you.

If the answer to these questions, in either case, is ‘YES’ you have a problem, he has a problem or you both have a problem.

If nothing has been done to change your Wills and either of you die after 17 August 2015, the consequences will be as follows:▲ Your husband’s Will may be challenged by his children or parents, who can claim up to 2/3rds of his estate ▲ Your children or parents could apply to the court to have your Will set aside as they can claim up to 2/3rds of your estate We have the solutions - we are bi-lingual dual qualified Anglo-Spanish lawyers- established over 40 years ago. Act now before it’s too late -

Consult us in confidence - This briefing note is no substitute for comprehensive legal advice – it does not deal with tax issues

▲MICHAEL SOUL & ASOCIADOS – ABOGADOS

Marbella 952 900 323 – Madrid 91 435 12 69 – London 0207 353 3358 www.spanishlawyers.co.uk

© Michael Soul 2014

38 Acquisition International October 2014

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Trusts, Wills & Estates: Fundamentals & Misconceptions

Trusts, Wills & Estates: Fundamentals & Misconceptions

J. Glen Wagstaff, Managing Partner, Inter Vivos, PLLC, says that while setting up a will or a trust plan may be relatively simple under most circumstances, when it comes to estate planning, individuals with international assets have a lot to consider.

Company: Inter Vivos, PLLC Name: J. Glen Wagstaff Email: glen@intervivosplan.com Web: www.intervivosplan.com Address: Salt Lake City, Utah, United States Tel: +1 (855) 335-1060

Inter Vivos is a cooperative law firm practicing solely in the areas of Estate Planning and Probate law.

Within the firm we focus on various niche planning specialties from business succession and asset protection planning, to planning for special needs and intellectual property. One of our principal areas of focus is international estate planning and probate services, both for immigrants within the United States and for foreign investors with US holdings. While setting up a will or a trust plan may be relatively simple under most circumstances, when it comes to estate planning, individuals with international assets have a lot to consider.

“

Remember, nothing replaces having a trusted professional looking out for your needs.

�

First, in what countries or jurisdictions will an estate plan be necessary? Generally speaking planning is needed in your country of residence as well as any jurisdiction you own real property in. However, there may be instances where business succession and asset protection planning require planning in other countries. Deciding what jurisdictions will be involved in your planning is key to developing the best strategies to protect yourself for the future.

Next, consider your citizenship status and nationality within each of those jurisdictions. Proper planning should protect your family and assets regardless of whether you are physically present in the country or not. Another big consideration is the gift and estate tax treatment and rates you will be liable for within each country, whether you reside there or not. The best planning limits your tax liability worldwide.

Finally, keep in mind asset protection needs, qualifications for benefits, and family situations as you plan.

When we undertake international planning we execute all the U.S. documents needed within an overall worldwide strategy, then coordinate with trusted attorneys internationally to complete planning within their countries. Remember nothing replaces having a trusted professional looking out for your needs. n

Acquisition International October 2014 39

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Trusts, Wills & Estates: Fundamentals & Misconceptions

Company: Irwin Mitchell LLP Name: Paula Myers, Partner Email: Paula.Myers@ IrwinMitchell.com Web: www.irwinmitchell.com Address: Leeds, UK Tel: DDI: 0113 394 6832 Mobile: +44 07703525012 Phone: +44 0870 1500 100 Extension: 6832

Paula Myers is National Head of the Wills, Trust and Estates Disputes Team at Irwin Mitchell LLP. We speak to Paula about why it is so vital to make a will, and the devastating consequences that can arise when a will is absent.

Paula explains a little more about the firm and its specialist areas of expertise.

“We are a full service law firm with offices in Sheffield, Leeds, Manchester, Newcastle, London, Bristol, Birmingham, Cambridge, Southampton and Glasgow,” she begins. “We are one of the largest private client firms in the UK and have one of the largest contentious trusts and estates team in the country. We have been established for over 100 years.”

Paula continues to describe the current business environment in the firm’s region. “Claims relating to wills and trusts are on the increase and so our workloads have increased and we have expanded our specialist team as a result. Nationwide there are very few firms who house true specialists in this field. All of our senior lawyers are ACTAPS qualified, we have three trained mediators in our team and two of our members have the STEP Diploma in Trust Disputes. We are almost all members of Solicitors for the Elderly.”

Many people put off writing wills and Paula tells us some of the common misconceptions relating to this all-important task.

“A number of people are frightened that preparing their will will tempt fate,” she says. “However to avoid dealing with your affairs can be dangerous and can leave uncertainty and distress for family members. If a will is not prepared then the intestacy rules apply and there is then a hierarchy of people who can inherit in fixed shares. This is particularly important for those who live with their partners and are not married, under the intestacy rules, partners and cohabitees do not fall into the category of relative to inherit. We have experienced a number of cases where an individual has been living with a partner for

40 Acquisition International October 2014

years but has not got around to arranging the divorce papers, in that scenario the wife who is estranged can inherit the whole estate. We have also dealt with cases where individuals are estranged from family members who could inherit if a will is not prepared.

Over two thirds of us do not have a will and so it is very important to confirm your wishes for your estate, burial and in some cases, who would look after your minor children if both parents died together. In that scenario you would want to ensure that the guardian of your choice would look after your children, to guide them and make important decisions for them such as their education, where they live and how the estate funds are managed to look after them in the way that you had intended.”

Recent years have seen an increase in claims relating to the above issues, as Paula continues. “We have seen a huge increase in claims. The Independent reported last year that there has been an increase in claims issued out of London by 700% over the last five years and we have recently seen figures which suggest that claims against executors for not carrying out their role property, have increased by 30%. We live in a world where there are far more complicated family arrangements now. We are not as close to our family members, our jobs and family mean that we are more geographically spread out and the consequence of that is that when it comes to disputes, we do not have any fear from becoming embroiled in litigation and suing our family members.

It’s not unusual for there to be second and third marriages, which can cause conflict between adult children who expect to inherit from their parents and then younger second of third partners who have a need to be looked after financially from what was previously the ‘family inheritance pot’. In addition to that, we are living longer and so we find that we are dealing with more issues that involve mental capacity.

Dementia affects one in 14 people over the age of 65

and one in six over the age of 80. It is estimated that by 2020 there will be more than one million people in the UK suffering from dementia. We are therefore finding more challenges to wills and trusts on the basis that the person executing the documents did not have capacity to do so. We are also dealing with an increase in claims which involve an abuse of a power of attorney where the attorney has either misunderstood the role or where they have ‘dipped’ into the funds for their own personal gain.

“Other factors which have contributed to this are the home made wills which are readily available in shops or online. This enables parties to prepare wills themselves without the experience or knowledge of how to properly prepare such an important document. As house prices have risen, even the most basic estate can include a property which means that there are funds worth fighting for, in a recession period where people are losing their jobs or facing salary cuts. All of those factors contribute to the increased workload that we have taken on and the increase in distressing cases for families to deal with.

Not only are parties having to cope with a death of a loved one, they are unable to grieve properly because they are having to contend with a bitter and difficult fight over money and family heirlooms.” n

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Trusts, Wills & Estates: Fundamentals & Misconceptions

Company: Lumenrock Group Name: Pieter Esterhuizen Email: pwe@lumenrock.co.za Web: www.lumenrock.co.za Address: Unit 122, Quays, Park lane, Century City, Cape Town, South Africa Tel: +27(0) 86 187 3255 Fax: +27(0) 86 509 4151

Pieter Esterhuizen, CA(SA) TEP, Managing Director, LUMENROCK Group, a specialised financial solutions group offering a broad range of services internationally, takes us through the finer points of structuring assets.

Please explain to us in short the current international situation with trusts and give us a brief outline of trusts’ advantages.

With regard to trusts, we are of the absolute opinion that trusts will stand the test of time, even through the current international trend of attacking trusts and making it “enemy number one” of the revenue authorities.

Trusts still are and will stay one of the best ways to structure an estate, especially being so versatile and adaptable to different situations, jurisdictions and legislation. Used in the correct way, together with other structures like companies, foundations and so on, nothing can beat trusts as estate planning structures.

It is important to realise that trusts are not only tax planning tools and even where trusts are attacked by revenue authorities, whether with legislation or other means, trusts still are the best structures in most situations to safeguard assets and estates, against a variety of dangers, financially and other.

In the end, we, as professionals in the fiduciary and financial planning industries, will always be able to introduce new plans and ways to maximise clients’ returns and security on their lives’ work!

Many people put off writing wills as long as possible.

What are the common reasons or misconceptions that cause this?

Many times this is a result of having no or not much knowledge of this and being scared of facing the realities writing a will brings. Many people feel that it is something you do when you are older or when you own a reasonably amount of assets, but obviously with will writing “the earlier the better” is very important, but even more important is the annual

or periodic review thereof. The advisor should be dedicated to remind clients periodically of this.

Many people suffer from unfounded anxiety about what will happen to their assets in the event of their death.

What would you say to them to help allay their fears?

Appointing a specialist and trusted executor, which will also help, advise and support their heirs is the best solution for these fears. Specialists like these know these situations, have handled it before and can offer real actual answers to the current owner of the assets and his heirs. Good advisors in these situations should also be compassionate people, which is almost more important to someone with these types of anxieties.

Many of the benefits of making a will are obvious. But what would you say are the major advantages and why should people do this as soon as possible?

Apart from the obvious benefits, some of the major advantages are “peace of mind” for the client and his/her heirs, basic organisation of one’s affairs, but most importantly the opportunity to plan and structure one’s financial affairs to the best advantage of him/herself, but especially for the whole family and generations to come. A well planned will and financial structure today can benefit future family generations for centuries to come. The ability to positively structure and influence future generations, not only the safeguarding of businesses and other assets for the family, but also the security of being able to direct and influence the strategic direction of the businesses or investments are major positive outcomes for a successful businessman of woman.

Talk us through the process of making a will. How easy or difficult is it, and what services or products are there to help people?

The process of making a good, well structured, practical and executable will is actually more complex than it may seem. Although professionals like us handle this daily, it takes some real applying of one’s mind to each new individual situation and we would not recommend one doing this for yourself, if you do not have the expert knowledge to handle it. We see too many badly written, impractical, badly structured or even non-executable wills, to view this as an easy process.

What is really very important is to realise that the process of “making a will” is not limited to the writing of the will only, it cannot be done in any professional or well-structured way, if the client’s whole situation (current, future wishes and ideals for him/herself and for his/her heirs) is not taken into account and a full estate plan is not drawn up, even for a basic situation. This should include the current financial position, future financial planning, estate situation as it stands and then, very importantly possible structuring of the living and after death estates, using inter alia important structures like trusts, foundations, companies and so on. n

Most businesspeople today view their employees as family also and the ability to effectively also support them and provide for their future is just as important an advantage for them.

Acquisition International October 2014 41

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Global Perspectives: The Oil and Gas Industry

Company: KPMG Name: Gilberto Alfaro Email: energy@kpmg.com Web: www.kpmg.com.mx Address: Mexico Tel: +52 555 246 8563

Global Perspectives: The Oil and Gas Industry Mexico is in the midst of major reform to its energy sector. Gilberto Alfaro, Energy and Natural Resources Leader at KPMG in Mexico, tells us how the country, as well as foreign investors, stand to benefit.

KPMG in Mexico has 182 Partners and more than 2,800 professionals in 18 offices strategically located throughout Mexico, and offers audit, tax and advisory services to local, national and multinational clients.

The firm’s experience in the energy sector, both in Mexico and abroad, gives it a unique perspective of the needs that its clients face, as well as the solutions to allocate the same in a satisfactory way.

“We’re focused on helping businesses to achieve their goals,” says Gilberto Alfaro, Energy and Natural Resources Leader at KPMG in Mexico.

Asked what distinguishes KPMG from its competitors in Mexico, Alfaro says, “We have a very different business philosophy. We are designed to help our clients with a comprehensive approach. We design our services with the aim of solving their problems and challenges, and not just selling a product. In doing so, all of our specialists, including those who are living abroad, they participate and deliver their experience

and knowledge in a single, multi-disciplined chain.

This helps our clients to really achieve their business goals. That is our approach, and we do this with local knowledge, bearing in mind that Mexico has some cultural and infrastructural differences that need a specific approach and knowledge to really customise these solutions and making sure that they will work in benefit of our clients.”

Mexico is in the midst of major reform to its energy sector. “In Mexico we are now facing a very important moment,” Alfaro says. “Last year and this one there have been a number of energy reforms and structural reforms. We expect to have significant economic and social development in the coming years, in the medium term.

“We are expecting a significant amount of private investment. For sure most of this investment will come from abroad. Basically, in the exploration and exploitation areas, the areas where Pemex – our Mexican oil company – does not have enough

operational and technological experience to do them in an efficient manner.”

Press reports have suggested that the energy reforms, which for the first time in its 76-year history will end state energy company Pemex’s monopoly over the country’s energy industry, and thus open up the sector to competition from foreign oil companies, and which were signed into Mexican law in August, will increase output and give a huge boost to the country’s economy.

Can the reforms really be that successful? “We think so,” says Alfaro. “However, we will face some challenges. Firstly, we are now seeing a decline in crude oil production. But that is because of the structural approach that for some years has been applied by Pemex. We think that with the energy reform Pemex will do it better because it will acquire joint ventures or other schemes, with more investment and access to the latest technology. Also, foreign companies will come to Mexico and invest in those high-risk areas where Mexico does not have experience. So as a final result we expect an increase in crude oil production. This is not going to be easy because for a number of years we have been facing a trend of low production. But in the next two years we will see a more significant one.”

According to official sources, 50% of prospective reserves of crude oil resources in Mexico, representing 26.6 billion barrels is located in the Gulf of Mexico. As for shale gas, Mexico has the 6th international reserve: 600 trillion cubic feet (ft3); of natural gas has 61 trillion ft3.

Today, 2.5 million barrels of crude oil a day are produced only. Of them, 1.2 million are earmarked for local refining, and the remainder (1.3 million) is exported. This dynamic forces that Mexico amount 49% of the gasoline people need, as well as 32% of the diesel, 40% of natural gas, and 65% of the petrochemicals which requires the national consumption.

42 Acquisition International October 2014

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“In terms of electricity – because the energy reform also takes into account a significant restructuring of our electricity production – we will see more offers in the electricity sector basically because now the private sector will be able to generate electricity to be sold on the wholesale market.

“Electricity will be produced at more competitive rates. This will encourage companies to relocate their premises to Mexico, not only because they will have access to more competitive energy costs, but also a more stable supply of energy.”

From 2014 to 2018, Alfaro says, Mexico expects investment of around USD600 billion in infrastructure. “From that figure, around 50% will be dedicated to the energy sector. This includes a significant proportion of private investment.

This means that we will have a lot of business opportunities in terms of infrastructure. And companies that are advanced in terms of technology, best practices, service approach – they will be very successful in this new open market.”

Global Perspectives: The Oil and Gas Industry

Challenges for foreign investors lie firstly in understanding Mexican culture, Alfaro says, and adhering to Mexico’s regulatory structure, which is different to that in more developed countries.

Alfaro expects that, between now and 2018, the energy reform will lead to the creation of half a million new jobs. “Right now we have a lot of deficiencies in our infrastructure and a need for new facilities, and these will support the creation of new jobs,” he says.

But this also poses a challenge – namely, a shortage of skilled workers. “We currently do not have enough skilled people,” says Alfaro. “However, what we are seeing is a very quick shift from the universities and other educational centres to complement their skills. We do foresee an increase in those professions related to oil exploration, all the related sciences, as well as in the legal and administrative areas.”

It’s an exciting time for Mexico, Alfaro says.

“This is a very important moment, from the Mexican perspective. We are doing our best to open this sector, and that really leverages our future economic and social development. That is a key issue for Mexico. If we do this in the right way, we will benefit in the long term. If we fail, it will be negative for our economy.

“All businesses which have operated in the energy sector before the reform will need to redesign their processes, because they will now face new competitors and they will also face the new reality of this industry. From a foreign perspective, this will trigger opportunities, but they also need to embark on joint ventures. Timing is important, but also knowing the Mexican market is key.” n

Acquisition International October 2014 43

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Cyprus: Rising from the Ashes

Company: George Coucounis LLC Name: George Coucounis Email: coucounis.law@ cytanet.com.cy Web: www.coucounislaw.com Address: 42, Arch. Makarios III Avenue, Harbour View Residence, 2nd floor, P.O. Box 42484, 6534 Larnaca, Cyprus Tel: +357 24 818288 Fax: +357 24 818289

Cyprus: Rising from the Ashes After its crippling recession, Cyprus is laying the foundations for a promising future, says George Coucounis, Founder and Managing Director of George Coucounis LLC. George Coucounis LLC is a leading law firm established in Larnaca’s city centre, specializing in Property Law, Civil and Banking litigation, Corporate litigation, as well as providing legal consultancy and advice to both major international and local organizations and institutions on a regular basis.

Combining the 30 years of experience of our senior and reputable lawyer, George Coucounis, together with the enthusiasm and dedication of our young and highly qualified barristers our firm focuses in providing high quality, effective solutions, legal advice and representation to complex legal issues, setting as a priority the preservation and upholding of client confidentiality. Feeling also obliged to contribute to the public debate with regards to current burning issues, George Coucounis is well known for sharing his knowledge, expertise and experience through weekly publications in the largest national Greek and English language newspapers of the country.

Cyprus has recently attracted international attention for the ongoing efforts to re-engineer its economy and exploit the country’s full potentials, guaranteeing at the same time its escape from the recession as quickly and smoothly as possible. These efforts target at the restructuring of the public sector, the improvement of the economy, but most importantly the imposition of a stricter and enhanced regulatory framework in the banking and financial services sectors. The recent launch of tougher regulation and the enactment of new laws to this end have established a safer business environment and signaled the attractiveness of Cyprus as a perfect destination for foreign investments. The provision of tougher regulations in the financial sector in full 44 Acquisition International October 2014

compliance with the strict European standards, combined with the drop in property prices throughout the island, have both been the driving force for the genesis of true opportunities for investment that meet the expectations of local and foreign investors interested in all kinds of business ventures.

More specifically, foreign financial institutions and investment funds have recently credited Cyprus banks with a vote of confidence, by choosing to obtain large stakes in the shareholding of the country’s largest banking institutions, reaffirming in practice their positive long-term forecasts and confidence for the future of the Cyprus economy.

Furthermore, the Government’s choice to comply with the terms of the memorandum signed with international creditors and the decision to proceed with the privatisation of profitable semigovernmental organisations, including the Cyprus Telecommunications Authority, the Electricity Authority of Cyprus and the Cyprus Ports Authority, have attracted the active interest of foreign multinationals who expressed their willingness to expand their reach in the markets of Cyprus.

Talks are also currently been held for the sale of the Government’s majority stake in the country’s national air carrier, Cyprus Airways, a headline that caused the appeal of numerous international airlines.

Additionally, when directing our minds towards future business opportunities one should always bear in mind the discovery of natural gas reserves near the Cyprus sea shore and the ongoing drilling process for its extraction. Rapid developments and progress in this area have prompted the establishment of major international energy corporations on the island and

the placement of Cyprus as an indispensable part of their future plans.

Despite the availability and existence of a series of large-scale business opportunities, the country has also attracted foreign investors who are interested in smaller projects, such as the purchase of immovable property for residential or commercial purposes. The Government’s initiative to allow non-European citizens to apply for a permanent permit after investing in Cyprus property, has constituted a significant incentive for third-country citizens willing to combine business with leisure and keep holiday houses under the Cyprus sun for peaceful family escapes from their daily routine. The recent drop in property prices has revitalised the attention and interest of such smallerscale investors, who have always considered Cyprus as a favourable holiday destination. Further progress in the property sector is expected to be seen in the near future as the indicators of stability and economic growth point towards the exit of the country from the recession, especially after the passing of the Law on Foreclosures, which allows creditors and financial institutions to sell judgment debtors’ mortgaged property quickly and efficiently through public auctions, avoiding the previous time-consuming foreclosure procedure.

Further to the above, the tourism and hotel industry continues to constitute the mainstay of the Cyprus economy, being a consistent and reliable sector that pioneers in the country’s efforts to move out of the recession and alleviating the negative effects of the recent temporary economic setbacks. This has been recognised by both international tour operators and

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local business actors who have chosen to heavily invest in the industry, as well as acquire their own hotel units. The preservation of the ongoing flow of tourists into the island despite the recent economic difficulties has proved that the tourism industry operates as the country’s cornerstone and driving force towards prosperity.

Cyprus: Rising from the Ashes

In light of the above, it is evident that Cyprus has already effected the key changes that are necessary to guarantee the laying of the country’s path out of the recession. Confidence in the economy’s solid foundations expressed by both international and local business actors, as well as the potentials for prosperity inherent in the discovery and exploitation

of the natural gas reserves, do indicate that Cyprus has already moved far away from the dangers encountered in March 2013 and the country is en route to a promising future, dusting away the ashes of the past. n

Acquisition International October 2014 45

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Cyprus: Rising from the Ashes

Cyprus: The Easy and Obvious Choice for SPVs

A panoramic view of the cityscape and waterfront of the beautiful city of Limassol in Cyprus.

Company: Keane Vgenopoulou & Associates LLC Name: Thomas Keane & Christina Vgenopoulou Email: tkeane@kvlaw.eu; cvgenopoulou@kvlaw.eu Web: www.kvlaw.eu Address: 2 Makarios Ave., Atlantis Building, 2nd Floor, Office 201, Mesa Yeitonia, Limassol 4000, Cyprus Tel: +357 2525 7900 Fax: +357 2525 2820

Established in 2012, Keane Vgenopoulou & Associates LLC provides comprehensive legal services of the highest quality combined with keen understanding of the modern business environment.

Cyprus has long been a jurisdiction of choice when establishing tax based or finance structures, due primarily to it being a low tax jurisdiction, having a wide network of double tax treaties and having a legal system based on the Anglo Saxon common law system (now as modernised by EU laws).

Following the bail-in inflicted upon Cyprus by the Troika in 2013, it was thought by many that this would change. However, as the bail-in and consequent macroeconomic adjustments have not impacted any of the elements that made Cyprus an attractive choice for structuring transactions, Cyprus still remains a jurisdiction of choice. Some of these elements are now considered.

Holding Companies - Dividends The tax treatment of dividends under Cyprus tax legislation is that dividends are exempt from income tax but may be liable to a special defence levy at the rate of 17% under the Special Contribution for the Defence of the Republic Law (“SCD Law”). The SCD Law does permit exemptions that will exempt dividend income from the defence levy, in particular where a non-resident company pays a dividend to a Cyprus tax resident company, provided the paying company’s income is not derived by more than 50% from investment income and the foreign tax burden

46 Acquisition International October 2014

of the paying entity is not substantially lower than the tax burden in Cyprus.

Structured Finance Cyprus also offers many benefits as a location for the establishment of SPVs for structured finance transactions, in terms again of its legal, regulatory and tax framework. The legal structure and tax treatment of structured finance SPVs is of vital importance and Cyprus certainly ticks the boxes with regard to all those elements that an investor or originator would hope to see.

Structured Finance – Legal & Regulatory Whilst unlike other popular SPV jurisdictions (particularly Ireland) Cyprus does not have any specific legislation dealing with structured finance transactions, save for the Covered Bond Law, Law 130(I)/2010 and the directives issued thereunder.

However, as a common law jurisdiction, it recognises the principal legal concepts central to structured finance transactions in particular principles relating to trusts, equitable title, personal property, assignment and transfer of assets. Further the shares of a Cyprus limited company can be listed on recognised stock exchanges. There are no regulatory approvals or licences required when establishing a Cyprus company for a structured finance transaction.

Taxation This is also a very important factor in determining which jurisdiction to choose to establish an SPV. Some of the tax benefits available for a Cyprus SPV have been considered above but the following points are of particular importance: • No withholding tax on distributions to investors who are not Cyprus tax residents – payments can be made gross; • Low level corporate tax for the issuing entity at 12.5%; • The SPV itself can be kept tax neutral as all costs and expenses incurred in the creation of income will be deductible. There is no minimum profit requirement; • Extensive and expanding network of double tax treaties; n Article by Tom Keane and Christina Vgenopoulou.

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2014 Global Energy Trends

Company: Global Environment Fund Name: Jeffrey Leonard Email: JLeonard@ globalenvironmentfund.com Web: www. globalenvironmentfund.com Address: 5471 Wisconsin Avenue, Suite 300, Chevy Chase, MD 20815 Tel: +1 240.482.8900 Fax: +1 240.482.8908

2014 Global Energy Trends Energy is America’s golden opportunity, says Jeffrey Leonard, CEO and Founding Partner at Global Environment Fund, a global alternative asset manager with approximately US$1bn in assets under management.

The boom in domestic oil and natural gas production has permanently and profoundly changed the basic energy supply outlook for the United States in a few short years. America is already the world’s largest producer of natural gas, and is projected to be the world’s largest producer of petroleum by 2020. Within 10 years, the country could become a net energy exporter of core energy resources-- oil, liquefied natural gas (LNG) and coal.

With lower relative energy costs and abundant supplies, the energy revolution is opening up major new economic opportunities for the United States.

A McKinsey study estimated that the energy sectors surge could add up to about $700 billion per annum to the US economy— that would equal a 4% increase in GDP by 2020, and up to 1.7 million permanent new jobs, many of them relatively high-paying “bluecollar” mid-industry positions.

Two big policy discussions are likely to dominate the political discussions about energy in Washington and around state capitals leading all the way through the 2016 election cycle.

• Petroleum and LNG exports. The Obama administration has already authorized limited LNG exports to begin in 2017 from several Gulf coast terminals. At least 40 proposed LNG export projects, representing 412 million tons of added annual LNG export capacity, are lined up for licensing. Now the debate about ending the four-decade old ban on oil exports is heating up to be a major political issue in Congress in 2015 and for the 2016 Presidential 48 Acquisition International October 2014

•

election. Advocates say that exports will lift the US economy, and prevent a glut of crude in the US that depress prices and discourage further oil and gas exploration in coming years. Opponents fear that domestic gasoline prices could rise precipitously as US crude is diverted to higher priced world markets. Industry experts point out the irony that the US may soon be importing inexpensive “heavy” crude oil from Canada, Mexico and Venezuela – to feed US refineries that have invested hundreds of millions of dollars in recent years to be able to process such fuels – while at the same time exporting higher priced, light or sweet crude.

Environmental issues. The “battle royale” over the Keystone Pipeline will likely come to a head in 2015. More importantly for the overall energy outlook in the United States, at the local level, in key oil and gas exploration states, advocates of unconventional petroleum and shale gas development must address lingering concerns over groundwater contamination, residual air pollution and other adverse environmental impacts.

Environmental groups and the US EPA are also negotiating new industry standards to lower fugitive methane gas emissions from fracking.

Often lost in the current euphoria over gushing supplies of fossil fuels is the long-term need to transition to more efficient, lower polluting, nonfossil fuel sources of energy-- for economic competitiveness reasons, as well as for lowering greenhouse gas (GHG) emissions associated with energy production and use. America is presented with a golden opportunity to parlay its huge near-

term energy windfall in basic fossil fuel supply into a national energy long-term strategy to invest in developing, over the next 30 years, efficient energy generation technologies that will boost the American economy and private industries, and simultaneously help to “save the planet.”

Already, there is a transitional bridge toward lowercarbon energy forming in America’s vast electricity supply system. As coal recedes as the primary fuel for electricity production, America has ample supplies to continue ramping up lower-carbonemitting natural gas. Although environmentalists champion, wind and solar power as the new energy economy leaders, they alone will not be enough to solve the challenge of meeting America’s base load electricity large-scale energy needs. But, combined with natural gas, the US renewable sector has been chipping away at the GHG emissions produced by electricity production. Almost all incremental additions to electricity production in recent years have come from wind, solar and efficiency gains.

Almost all additional natural gas generation has come from higher utilization of existing plants, and this has displaced coal, almost megawatt for megawatt. More natural gas production facilities on the grid they can be rapidly powered up and powered down to balance the more intermittent sources of wind and solar.

The marriage of natural gas and the renewables revolution combines with another recent development -- the Nuclear Regulatory Commission’s 20-year extensions of the operating licenses of existing American nuclear power plants. These plants account for 20% of current base-load US electricity

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generation capacity, and if shut down now could only be replaced by repowering mothballed coal plants.

Together, these trends are very promising for the American economy. They present a realistic path to reducing high GHG fuels from the US energy equation. They also buy time to develop new technologies in coming decades. The challenge now is to align energy policies and the prowess of American research and development capacities Into a national energy strategy to achieve defined technology objectives, and to advance continual reduction of GHG intensive energy sources. The “building blocks” of such an energy strategy are: 1) a multi-decade commitment to invest in basic research and development into a multiplicity of new energy generation technologies; and 2) a very gradual and incremental tax on carbon emissions to be phased in over years if not decades.

Basic R+D for Energy. A long-term commitment to revitalizing Federal energy R+D programs should harness America’s world-leading university research facilities and national laboratories—all of which have experienced dramatic decreases in funding for basic research in recent years. A broad diversity of technological R+D paths must be pursued, precisely

2014 Global Energy Trends

because at the outset it is not clear where the winners will come from. For example, a new generation of more efficient nuclear technologies—with lower capital costs and waste challenges resolved— is one path that could pay big dividends for the future.

Battery storage technologies represent another promising path for R+D. But the federal government should not subsidize the commercialization of such technologies today. Better to enlist the best of American engineering and scientific know how to devise scientifically based technology R+D projects, with peer reviewed approaches to systematically program how federal R+D monies should be spent according to a long term road map. Such programs should focus on basic science, not commercialization subsidies.

Carbon Tax. The power of the market, exercised through a carbon tax (even if introduced gradually over decades) will inevitably change energy market signals and push all parties in the energy industry to favor lower and noncarbon fuel sources over time. It would also induce all energy users to seek efficiency gains across the entire energy production system— from generation (co-generation, waste heat recovery),

transmission + distribution (where we waste or lose huge volumes of already paid for electrons), usage (stimulating more efficient motors, pumps and other electricity using technologies across the entire economy). No other more complex solutions (eg, cap and trade, which fascinates academics and tax accountants) will have such a positive impact on the energy landscape of the future.

To succeed, technologically, politically and economically, this strategy must be an incremental one-- neither shock therapy nor a moon-shot program to find magic-bullet solutions will succeed.

Achieving bipartisan consensus on a national energy strategy centered on a long-term Federal R+D commitment, and the introduction of a gradual carbon tax will take strong political leadership. But the results will be worth the struggle if America could use its huge short-term fossil fuel largesse to boost its economy, increase the global competitiveness of the private sector, and cut GGH emissions precipitously in coming decades. n

“

The boom in domestic oil and natural gas production has permanently and profoundly changed the basic energy supply outlook for the United States in a few short years.

”

Acquisition International October 2014 49

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Acquisition International’s Eastern Europe Review

Acquisition International’s Eastern Europe Review With FDI becoming the most common type of capital flow into Eastern Europe, stimulating economic growth and leading to increased employment and productivity, the growth potential in Eastern European nations is now currently much greater than that of slower-growing Western or Central European countries.

In this month’s Acquisition International Eastern European Review, our panel of experts discuss the opportunities present in this part of the world and examine the challenges and investment trends facing those seeking relatively inexpensive investment prices and high returns in this burgeoning but still vulnerable region.

50 Acquisition International October 2014

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Acquisition International’s Eastern Europe Review

Delcredere has been providing legal advice and support to large and mid-sized companies, as well as to private clients since 2002, helping its clients understand their legal risks and helping them to determine how such risks could be negated.

Company: Moscow City Bar “Delcredere” Email: ask@delcredere.org Web: www.delcredere.org Address: 6 Gasheka, Moscow, Russia, 125047 Tel: +7 495 737 37 38

“

Our aim is to provide invaluable advice – just in time. It’s advice based on the profound understanding of the client`s business.

”

Our aim is to provide invaluable advice – just in time. It’s advice based on the profound understanding of the client`s business. We realise that our client needs legal advice to make business decisions, and understand that best advice can only be provided once we familiarise ourselves with the client`s entire business, its processes and even technical know-hows, not just an isolated question at hand.

It’s advice which is customised to our client`s needs, timely and could be applied in practice. To achieve this we adapt an approach, which builds upon our past experiences whilst taking into account the specifics of the client`s individual matter. This dual approach enables us to offer our clients prompt, efficient and what is more important practical advice.

It’s advice based on the high quality standards of legal services that we offer. Delcredere is a team of professionals sharing the same values and following the same standards of practice. This allows our clients to receive the same high standards of service, irrespective of which Delcredere legal team member that they are with.

Our services: Representation in Courts and Government Relations We represent client`s interests in courts and local authorities at any stage of a dispute: from early stage dispute assessment to legal support at the stage of court decision/ arbitral award enforcement.

Project Support Any new project, business restructuring and even a joint venture with established business partners requires an inter

The law office GÜRLICH & Co was founded on 1st February 2002. All members of the firm are experienced lawyers possessing outstanding professional expertise in various branches of law.

Currently, the firm consists of many lawyers who are supported by a qualified office staff. Besides, on a case to case basis, we would invite for cooperation many other external specialists and free-lance lawyers.

This law firm is fully capable of offering legal services to both individuals and legal entities in almost all fields of civil and commercial law, all over the territory of the Czech Republic. We are capable of providing legal services in the Czech and English languages.

Company: GÜRLICH & Co Name: JUDr. Richard Gürlich, Ph.D. Email: gurlich@akrg.cz Web: www.akrg.cz Address: Politických vězňů 19, 110 00 Prague 1, Czech Republic Tel.: +420 222 101 591 Fax: +420 222 101 590

In the event of cross-border transactions and litigation, this office hires its cooperating international

alia identification of legal risks, and ways any possible risks could be lowered. Our legal team has extensive experience in supporting the legal side of project realization, from initial due-diligence to final exit.

Retainer Service We serve to assist our client`s in their own protecting, protecting of their assets and their business. Our highly professional legal team can advise our clients on a wide range of legal matters, helping them to estimate legal risks and advise on risk mitigation solutions. We can advise the clients on all aspects of their company’s operations, participate in their internal meetings, negotiations with their counteragents and also represent their interests at various government bodies.

Legal Consulting - Antitrust and Competition Law - Contract Law - Corporate Commercial - Currency Regulations - Employment Law - Family Law - Intellectual Property - International Civil Law - Pre-Litigation Assessment - Real Estate, Development & Construction - Tax Law The professional experience of our legal team enables us to advice clients on numerous aspects of Russian and International business law. In our evaluation of legal risks and risk mitigation strategies, we take into account not only legal aspects of the case, but also its practical facets and local specifics of law enforcement. We understand that legal advice is not in itself the goal for our clients, but rather one of the tools for the fulfilment of business objectives. Thus, we provide only such legal advice that fulfils our clients’ practical needs and objectives. n

law offices as well as external foreign lawyers. Still, this law firm remains a purely Czech legal office, free of any financial or other influence exerted by foreign and/or local nationals. This allows the firm to provide its services in compliance with law, professionally and independently.

Scope of Legal Services: • Business Transactions • Civil Law • Intellectual Property • Corporate Law and Business Law, Public Procurement • Labour Law • Real Estate • Litigation n

evening sunset in the old town of Prague

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SECTOR SPOTLIGHT www.acquisition-intl.com

Due Diligence - An Essential Strategy for Corporate Growth

Due Diligence: An Essential Strategy for Corporate Growth

The importance of carrying out a thorough due diligence process cannot be overstated. But it’s an ever-changing landscape; the digital revolution has made carrying out due diligence checks a multi-layered and complex affair.

That’s why it’s vital to stay on top of the latest developments in the industry and why, this month, we’re once again speaking to some of the firms leading the way in due diligence.

Acquisition International October 2014 53

SECTOR SPOTLIGHT www.acquisition-intl.com

Due Diligence - An Essential Strategy for Corporate Growth

Cedar Rose have been carrying out research and investigative due diligence in the Middle East, Asia and North Africa since 1997, preparing credit reports, due diligence reports, background screening and even complete databases for a wide range of international clients.

Company: Cedar Rose Int. Services Ltd Email: info@cedar-rose.com Web: www.cedar-rose.com Address: P.O. Box 50751, 3609 Limassol, Cyprus Tel: +357 25 346 630

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We work closely with our clients to ensure the service we deliver exceeds their expectations.

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Since 1997, Cedar Rose has specialised in providing business and credit information covering the Middle East and North African region, employing multi-lingual and highly qualified researchers.

Holding a database of over 1,000,000 MENA companies, and now covering 120 countries worldwide Cedar Rose supplies various reports to Export Credit Agencies worldwide as well as to globally-known exporters, major information and debt collection agencies.

With access to a wealth of resources, our researchers, analysts and ground agents also conduct specialised investigations such as due diligence reporting, corporate records reports and background screening services serving the compliance and KYC current requirements, particularly for the MENA region.

Trading in a difficult environment, the company has held to its principles to provide an excellent personal and online service offering correct, verified, comprehensive reports and data; whilst maintaining competitive pricing and fostering strong, long-term customer relationships.

We work closely with our clients to ensure the service we deliver exceeds their expectations.

Credit Reporting Securing quality credit information is paramount to an informed decision.

Bryan Brighton, Director at Merrill DataSite, the leading virtual data room provider, tells us why due diligence is an essential part of any M&A transaction.

The financial recovery has been slow, but steady, in the UK. Sustaining this, while other economies in Europe continue to struggle, is an ongoing challenge.

One of the UK’s strengths however is political and social stability – only more recently impacted by the Scottish referendum, which caused some investors to withdraw and a few questions in the market.

Company: Merrill DataSite Name: Bryan Brighton Email: bryan.brighton@ merrillcorp.com Web: www.datasite.com Address: 101 Finsbury Pavement, London, EC2A 1ER Tel: +44 020 7422 6212

M&A activity in the UK is positive and growing: statistically, Merrill DataSite usually finds July and August a slow period. However, this August presented relatively little difference in terms of new projects opened, which indicates a ramping up of deals for Q3 and Q4.

At Merrill DataSite, we primarily witnessed an uptick in the Retail sector during Q1 and Q2, so there are definitely opportunities with consumer products and services.

Due diligence is an essential part of any M&A transaction and the desired outcome is simply to enable a potential buyer to assess whether or not the purchase is beneficial to them – it’s an unbiased process. A good VDR will help the seller package and present their asset in the most effective way, but only so information is easy to find and the process of disclosure as simple as possible for all involved.

54 Acquisition International October 2014

In the emerging markets we cover, most companies are not required to file their accounts or make them publicly available. In most countries there are not yet automated data-feeds to keep credit files up-to-date.

To conduct a credit analysis, it helps if you have access to official sources of information (commercial registers, defaulters records, etc) understand the local language, know the local trading laws and company registration requirements. At Cedar Rose, we do.

In addition, we cross-reference information about groups of companies, affiliates, directors and shareholders to show the whole picture. Of course, if a “Snapshot” is all you need, we offer that too.

Due Diligence Increasingly, in today’s global business environment, you need to really know who you are dealing with.

Whether you are considering a merger, litigation, or even employing a senior executive, you want to feel completely confident that you have made the right decisions.

From copies of company documents, reputational investigations and background screening to investigative due diligence and site visits, Cedar Rose can assist you to obtain the information you need.

We have vast network of contacts, as well as access to local official databases and global media covering Politically Exposed Persons, suspected or convicted criminals, fraudsters, high risk or unsavoury entities and those who may be tarnished by association with them.

Stay compliant, mitigate risks and make sound assured decisions with us. n

The due diligence process is specifically undertaken to determine whether or not the entity under consideration is a “good fit” in terms of what the buyer (or merging entity) is looking for. The execution of due diligence is not a negotiation or an investigation, but a review of extensive amounts of data as a “fact find” mission.

Due diligence involves various parties, including legal teams, advisors and banks, researching information about the “asset for sale” to ensure everything is revealed before a decision is made. Everything from financial records to possible clashes that would affect integration must be reviewed.

The timeframe for due diligence varies enormously depending on the size and complexity of a deal, but typically one of our VDRs will be open for an average of 340 days. One trend we see from the Merrill DataSite standpoint regarding due diligence is that the actual time the process is taking isn’t growing – the average number of days for a project is relatively static. What is growing, however, is the number of individual users involved with a VDR. This indicates that the parties involved may be inviting more people to review information more intensely during due diligence to ensure that vital “good fit”. n

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Deals. Done. Simple.

Company: RR Donnelley Name: Greg Tringat Email: greg.w.tringat@rrd.com Web: http://venue.rrd.com Address: France Tel: +33 1.53.45.19.58

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RR Donnelley understands the need for secure document management platforms at the business level, which is why our Venue virtual data platform offers unparalleled security and is the data room of choice for the deal-making community.

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Due Diligence - An Essential Strategy for Corporate Growth

RR Donnelley understands the need for secure document management platforms at the business level, and its Venue virtual data platform offers unparalleled security as the data room of choice for the deal-making community.

Document management solutions are becoming increasingly popular, but as the Heartbleed security bug not so gently reminded us last quarter, convenience can come at a trade-off to information security.

While the bug hit some well-known document management and cloud storage providers, threatening the security of their users’ sensitive information, RR Donnelley’s Venue® virtual data room remained completely unaffected.

To the chagrin of IT managers everywhere, many employees are using the same file sync-andshare platforms at home and work. Consumer file synchronization and sharing tools are cause for serious concerns around data breaches and loss of control over sensitive business documents. The prevalence of mobile computing and the BYOD trend only compounds these security risks.

exactly who’s accessing which files, encryption of all data communication, code access security and communication protocols like SSL protective software to inhibit print screen operations, and the ability to revoke rights to a document even after it has been downloaded to the user’s desktop.

As a $10.5 billion corporation, serving 98% of the Fortune 500, RR Donnelley manages billions of documents and other digital assets for clients around the world. With a deep background in financial services and deal management, we know what it takes to protect highly confidential information. Our Venue data rooms provide industry-leading AT101/ SOC2 Type II compliance under three AICPA Trust Principles: Data Security, Data Confidentiality and Data Availability. Other vendors and consumer heritage platforms may audit only their data center and only against the data security trust principle, or in the case of an SSAE16, against no trust principles.

With Venue, security is our number one priority. n

RR Donnelley understands the need for secure document management platforms at the business level, which is why our Venue virtual data platform offers unparalleled security and is the data room of choice for the deal-making community. The platform’s built-in security includes dynamic watermarking, instant reports of

Acquisition International October 2014 55

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The Shipping Industry in the Netherlands

Company: Dick van der Kamp Name: Mirjam Waalboer Email: dvdk@vanderkamp.com Web: www.vanderkamp.com Address: Raadhuisstraat 33 3214 AP Zuidland Tel: +31-181-321754 Fax: +31-181-322910

The Shipping Industry in the Netherlands Mirjam Waalboer has worked within the shipping industry, specifically with Dick van der Kamp, for the last 17 years. She tells us more about the firm and the services it offers.

Dick van der Kamp Shipsales was established in 1988 and has been active in the sale and purchase of seagoing vessels and other floating equipments ever since. The company is owned by Mr. Dick van der Kamp, who has more than 30 years of experience in the field of sales and purchase. He is assisted by Mrs. Mirjam Waalboer MICS who has been working with Dick van der Kamp Shipsales BV in the field of S&P and projects since 1997.

Mirjam explains more about the firm: “Nowadays we work together with many ship owners and other clients who require our assistance with sale and purchase of seagoing vessels and tonnage,” she says. “We offer full service, designed to our clients individual specific needs and this can include the search for vessels, marketing of tonnage for sale, organizing pre-purchase surveys, negotiations, documentation, after sales service and more.

56 Acquisition International October 2014

“We are the first brokers in The Netherlands that have carried out both pre-marketing as actual sales for divisions of the Dutch Government, but also for banks, finance institutions and other creditors.”

Dick van der Kamp Shipsales BV is a versatile company. “We, as having involvement in the shipowning side do realise what a client needs,” says Mirjam. “This goes beyond the normal sale and purchase job. We are able to offer full packages and that is what we are good at and that is what we are known for.

“We are proud to say that we have a good reputation for being fast and efficient. We not only know what we are talking about, but we think in terms of solutions and not in terms of problems.” n

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Bond funds

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

Bond Funds Erste Asset Management coordinates and is responsible for all asset management activities within Erste Group, one of the largest financial services providers. We take a look at two of the firm’s bond funds.

Erste Asset Management GmbH coordinates and is responsible for all asset management activities within Erste Group, one of the largest financial services providers in Central and Eastern Europe. We manage assets worth approx. €50.5bn (per 30 June 2014) in our locations in Austria, Croatia, Czech Republic, Germany, Hungary, Romania, and Slovakia.

We combine extensive country-specific knowledge with the strength of an international financial services provider. As a wholly owned subsidiary of Erste Group, we have a stable ownership structure. Erste Group has 16.4 million customers, is one of the largest financial service providers in Central and Eastern Europe (CEE) and is clearly committed to this region.

The asset management company SAI ERSTE Asset Management SA (EAM) was founded in Bucharest, Romania, in 2008 and is member of the Erste Asset Management GmbH 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 assists private as well as institutional investors. Private investors obtain EAM-related products and services primarily via BCR’s branch network and the EAM, while institutional investors do so from the EAMInstitutionals-team supported by Erste Group.

We see ourselves as a complete supplier for all your needs in the field of asset management, either in the form of investment funds or a portfolio solution.

ERSTE Bond Flexible Romania EUR Open-End Investment Fund ERSTE Bond Flexible Romania EUR Open-End Investment Fund is a bond fund. The investment policy of the Fund pursues diversified investments in bonds issued by the Romanian government, supranational entities, EU and non-EU Member States and the public authorities thereof, as well as in bonds and other fixed-income instruments issued by low-risk corporate issuers, plus money market instruments and bank deposits with credit institutions.

The Fund may not invest in equities, and may have at least 70% of its assets denominated in euro or with currency hedging in euro. The focus of strategic allocation in terms of geographic location will be 80% investments in instruments issued/offered by entities incorporated in Romania.

- The Fund is an investment alternative for financial resources denominated in euro; - The Fund is suitable for euro denominated savings on a medium term; - Diversification: the fixed-income instruments in the portfolio have different maturities and are issued by a variety of entities; - Liquidity: because of the large volume of assets under management, any redemption requests are promptly fulfilled; - Professionalism and experience: with our extended network of local and foreign business contacts, we have access to quality research and to many investment opportunities that we take advantage of for the benefit of the fund investors; - Specialization: our dedicated fund managers have strong knowledge and broad expertise in the fixed income instruments.

ERSTE Bond Flexible RON Open-End Investment Fund In accordance with the standard issued by the European Fund and Asset Management Association (EFAMA), where the Romanian Fund Managers Association is a member and taking into consideration the investment policy set out in the prospectus, ERSTE Bond Flexible RON is a RON denominated bond fund. The fund shall not invest in stocks. The Fund shall invest at least 80% of its assets in fixed income instruments, with an exposure of at least 70% of the Fund’s portfolio to the local currency (direct exposure or hedging). The Fund’s strategic asset allocation is: 85% bonds and 15% other assets, with the purpose to obtain a higher performance than a benchmark.

- Diversification: the fixed-income instruments in the portfolio have different maturities and are issued by a variety of entities; - Higher yields: as we trade significant volumes, our negotiation power with banks and external counterparts is high, allowing us to get returns superior to those that may be obtained by our investors individually;

- Liquidity: because of the large volume of assets under management, any redemption requests are promptly fulfilled; - Professionalism and experience: with our extended network of local and foreign business contacts, we have access to quality research and to many investment opportunities that we take advantage of for the benefit of the fund investors; - Specialization: our dedicated fund managers have strong knowledge and broad expertise in the fixed income instruments.

Previous performance of the Fund 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! 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. Open end fund ERSTE Bond Flexible RON (former BCR Obligatiuni), NSC Decision 1872/2007 FSA Register no. CSC06FDIR/400039; Open end fund ERSTE Bond Flexible Romania EUR, NSC Decision 371 / 25.04.2013, FSA Register CSC06FDIR / 400081; 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

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We combine extensive country-specific knowledge with the strength of an international financial services provider.

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Acquisition International October 2014 57

SECTOR SPOTLIGHT www.acquisition-intl.com

Moving International Employees With an L1 Visa

Company: The Lozano Law Firm, PLLC Name: Alfredo Lozano Email: alozano@ TexasVisaLaw.com Web: www.TexasVisaLaw.com Address: 5805 Callaghan Rd. Ste. 215, San Antonio, TX 78228 Tel: +1 210-932-3600 Fax: +1 210-932-3601

Moving International Employees With an L1 Visa Alfredo Lozano is the founder and principal attorney at The Lozano Law Firm, PLLC, an immigration law firm serving all of Texas in business and family-based immigration law.

Businesses are becoming more globalized year after year, as countries seek markets overseas. Many United States businesses have offices in Europe and throughout Asia, and many international businesses have offices in the United States. Having offices all over the world enables companies to play an active role in multiple economies, and having global offices allows companies to be closely connected despite being thousands of miles apart from one another. United States immigration law allows global businesses to transfer employees from a foreign office to a United States office when such a decision is in the best interest of the business. In order to transfer an employee, the United States employer must file Form 1-129 to petition for the foreign worker to be eligible for an L-1B visa. After the petition is approved, the foreign worker may apply for the L-1B visa. The requirements for the L-1A visa are somewhat similar, however, they are distinct and a consultation would be best to describe which visa is the most appropriate for your business.

Qualifications for L-1B Non-Immigrant Status In order to obtain the L-1B visa, the employer must (1) have a qualifying relationship with a foreign company (whether that company is a parent company, a branch, a subsidiary, or an affiliate); and (2) the employer must currently be, or will be, doing business as an employer in the United States and in at least one other country directly or through a qualifying organization for the duration of the L-1B visa holder’s stay in the United States. Doing 58 Acquisition International October 2014

business is described as the regular, systematic, and continuous provision of goods and/or services by a qualifying organization. The business in question need not be one that participates in international trade.

In addition to the requirements for the employer, there are additional requirements for the employee.

The L-1B employee must have (1) generally been working for a qualifying organization abroad for at least one continuous year within the immediate three years preceding entry into the United States; and (2) be seeking to enter the United States for the purpose of providing services in a specialized knowledge capacity to a branch of the same employer or one of its qualifying organizations.

The Specialized Knowledge Requirement Under 8 CFR 214.2(l)(1)(ii)(D), specialized knowledge is defined as either (1) specialized knowledge possessed by an employee of the petitioning organization’s product, service, research, equipment, techniques, management, or other interests and its application in international markets; or (2) an advanced level of knowledge or expertise in the organization’s processes and procedures.

There are numerous visas that apply to very specific criteria when entry into the United States is necessary for a business to further its goals. Thus, the L-1B visa is limited to those situations where there is a need for an employee with specialized knowledge. If

an employee’s presence in the United States needs to last longer than anticipated, the employer has the ability to seek an extension of the period of stay.

In order to fully understand the L-1B process and whether or not this visa may be essential for you or your global business, you should consult with a qualified immigration attorney as soon as possible.

Contact The Lozano Law Firm, PLLC Today to Schedule a Consultation The immigration process can be very stressful and confusing for both individuals and businesses.

To ensure that your company is taking the steps necessary to obtain the proper visa that you need for your individual immigration needs, it is important that you have a skilled immigration attorney by your side. The immigration attorneys of The Lozano Law Firm, PLLC have the experience and dedication to help obtain the non-immigrant classification you need for yourself or your business. We can be reached at alozano@TexasVisaLaw.com n

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Introducing 2014’s Most Highly-Regarded Arbitrators

Company: Chambers of Timothy Raggatt QC Name: Reginald Arkhurst FCIArb FRSA Email: ra@4kbw.co.uk Website: www.4kbw.co.uk Address: 4 Kings Bench Walk Temple, London EC4Y 7DL Tel: +44 0207 822 7000

Introducing 2014’s Most Highly-Regarded Arbitrators Reginald Arkhurst FCIArb FRSA, Barrister-at-Law at the Chambers of Timothy Raggatt QC, has developed a specialty in investment arbitration law, as well as engaging in public law work.

Our Chambers was set up in 1972 by five barristers who had split off from another set. Originally the chambers specialised in planning, crime and general civil law. Over the years other specialities have developed notably Public law (Immigration), Family, and Arbitration and Mediation.

I have developed a specialty in investment arbitration law, and still engage in public law work as well.

Arbitration utilises a neutral third party to hear a dispute between parties. The hearing is informal and the parties mutually select the arbitrator. The arbitrator is retained to decide how to settle the dispute and the decision is final and binding on the parties. Arbitration is more cost efficient and quicker than ordinary litigation but it is the arbitrator, not the parties who renders the terms and conditions of the dispute resolution. Investment arbitration primarily concerns bilateral investment treaties between States which are designed to protect investors. Situations which arise in this type of arbitration often arise when an investor from another country has his property or company expropriated by the host country, and has to fight for just compensation.

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Arbitration is more cost efficient and quicker than ordinary litigation but it is the arbitrator, not the parties who renders the terms and conditions of the dispute resolution.

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Arbitration has become the new way to settle disputes, and especially in Africa with its vast resource wealth, and migrated developmental projects, which often give rise to costly disputes. An advantage of Arbitration is it is not cost prohibitive so parties are more likely to opt for arbitration in major construction projects and/or major trade disputes. In addition arbitration is consensual, and private. n

Acquisition International October 2014 59

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Introducing 2014’s Most Highly-Regarded Arbitrators

TRIPLEOKLAW ADVOCATES is a firm that is guided by a promise. A promise to its clients to not only deliver the services they need but to also go an extra mile to meet their unspoken needs. This promise is centred on the firm’s unwavering commitment to excellence.

Company: TRIPLEOKLAW Advocates Name: John Ohaga Email: johaga@tripleoklaw.com Web: www.tripleoklaw.com Address: 5th Floor, Block C, ACK Garden House, 1st Ngong’ Avenue, off Bishops Road, PO Box 43170-00100, Nairobi, Kenya Tel: +254 2 2727 171 Fax: +254 2 2727 430

The company was founded in 2002 as a result of the merger of three firms: Ochieng’ Oduol & Company, Onyango, Ohaga & Company and Kibet & Company.

In their own right, the three predecessor firms had grown steadily in both size and expertise so that in less than a decade since their formation they had become well established in the legal practice field in Kenya. It is the synergies created by this merger that have seen the firm grow rapidly to become the firm that it is today.

It has been many years since the company began its journey and in that time it has grown. The team consists of eight partners and a growing number of associates, which currently stands at 11. These associates and partners form a skilled team of lawyers with considerable expertise in a wide variety of practice areas. It is a team known for being meticulous, hardworking, ethical and professional.

Informed by the changing needs of its clients, the firm recently changed from being a traditional partnership (Ochieng, Onyango, Kibet & Ohaga Advocates) to become a Limited Liability Partnership (LLP). This allows the firm to extend its service offering beyond just legal advice and representation and means it is able to provide legal services to its

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

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clients both in and out of court, during and after transactions. n

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These associates and partners form a skilled team of lawyers with considerable expertise in a wide variety of practice areas. It is a team known for being meticulous, hardworking, ethical and professional.

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SECTOR SPOTLIGHT www.acquisition-intl.com

Looking Beyond: The Future of Banking

Company: Mazanti-Andersen, Korsoe Jensen Name: Joergen Kjaeldgaard Email: jok@mazanti.dk Web: www.mazanti.com Address: Amaliegade 10, 1256 Copenhagen K, Denmark Tel: +45 3319 3715

Looking Beyond: The Future of Banking Joergen Kjaeldgaard, Partner at Mazanti-Andersen, Korsoe Jensen law firm in Copenhagen, offers a glimpse of what’s to come in the ever-changing world of banking.

The business environment in Denmark is still affected by the financial crisis. The Danish economy is however showing signs of recovery after several years of weak growth. According to the Danish National Bank most Danish banks are now through the crisis, but some have narrow solvency percentage due to depreciations and (often seen, too) late cost reductions which affects fund raising and improvement of earnings. The banks revenue suffers from reduced demand for new loans and an increase in funding costs. Combined with a generally low interest rate level this ultimately makes it difficult for Danish banks to obtain a reasonable return of their excess liquidity. However, in general more robust signs of improvement are detected.

The financial crisis has left the Danish banking customers with a greater distrust of banks. To overcome this, banks must show their customers that their interest goes beyond their own profit.

They must again make customers believe that they are responsible financial operators by running a transparent and trustworthy business.

To avoid commoditisation banks must accomplish competitive differences. Banks must therefore define their own clear strategy and be in contact with their customers’ general and specific needs, and then make sure that the funding problem will be solved in new ways. The international trust necessary for senior debt syndication and capital instruments meeting the requirements of CRR/CRD IV must be gained back.

concerned. For example four Danish mobile phone companies have joined forces to launch a mobile payment system. To overcome this challenge banks must stay innovative and customer centric. Digital banking solutions customised to the consumers’ needs is a keyword regarding banks actions to speed up processes and increase efficiency.

In regard to the future of banking, technology and digital solutions will most likely play a significant role by becoming an enabler of increased service and reduced cost as well as becoming costumer centric. n

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Digital banking solutions customised to the consumers’ needs is a keyword regarding banks actions to speed up processes and increase efficiency.

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Banks are today facing new competition. Due to the technological development non-traditional players are challenging banks regarding payments, a source of up to one quarter of traditional bank revenues is

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2014’s Outlook on the Pharmaceutical Industry

2014’s Outlook on the Pharmaceutical Industry

Company: Hellström Advokatbyrå KB Name: Peter Utterström Email: peter.utterstrom@ hellstromlaw.com Web: www.hellstromlaw.com Address: Kungsgatan 33, P.O. Box 7305, SE-103 90 Stockholm Tel: +46 8 220 900

Peter Utterström, Senior Counsel at Hellström Advokatbyrå KB law firm, tells us how the pharmaceutical industry has fared so far this year, and what the future holds.

How would you describe the current business environment in your region?

Sweden has so far been fortunate in having a stronger financial situation than most countries in the western world and as a result the financial crisis has by and large passed without major effects. Unemployment is statistically high – approx. 7% - which is low from an international point of view. The recent election to Parliament creates some concern as the populist won a stronger than expected position – 13% – which will make it difficult to rule the country; two minority blocks in balance each with approx. 40% and a populist firm right or brown party with a casting vote will create issues and difficulties. Top this with a new prime minister with no or little experience in politics and diplomacy Sweden is about to enter into a bumpy and risky ride!

It is being predicted that the pharmaceutical industry could be worth nearly US$1.6 trillion by 2020. Where in the industry will the largest and most rapid growth be seen and where will present the biggest opportunities for businesses looking to take advantage of this growth?

Based on experience one comment is that the traditional pharma companies are likely to remain but with less influence and impact. Teaming up with focused specialist companies – startups as well as well established – and acquisitions of such companies are likely to be even more frequent in the future.

Furthermore, investors are likely to be more interested to risk money in the MedTech companies as they are deemed to be lower risk (as compared to bio/ pharma). Then, finally, we have the increasing merger between pharma and medtech, i.e. the use hardware in combination with pharma which is moving rapidly technologically, as well as the introduction of the use of smart phones as part of the health system whether to analyse status or to monitor a patient. I assume that

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this latter sector will grow exponentially and will attract investors. Again, the time from idea to market is fast as compared to bringing a new drug to the market.

What challenges (legal, operational, demand for medical services) face businesses looking to enter pharmaceuticals from another sector?

To the pharma industry the key problem is time – once you have found the “right” molecule it will take at least 10+ years and more than USD 1Bn until you have a product which can go commercial. That is if you have one – the odds are better in Russian roulette! Legally there are many regulatory hurdles to pass until there is a product to sell on the market and in addition there are a lot of IP-issues. Finally, in order to get to the market it is a necessity (at least in most European countries) to qualify for state approval for subsidy, i.e. to show that the new product is more cost efficient than the one it is intended to replace. This may also be one of the reasons why investments are going to the substitute market and to MedTech.

Finally, truly personalized medicine which will come sometime in the future is not aligned with the current regulatory environment; today such drugs can come into play when all traditional medicin and actions has been exhausted but not for “ordinary use” - at least not in countries with a highly regulated pharma R&D sector. The challenge will be how to align the development and use of “personalized medicin” with the regulatory rules.

Tell us about the part your business has to play in the industry over the coming years. Where does your greatest expertise lie and how can this be leveraged, both for you your and your clients’ benefit?

Law firms and lawyers can – in addition to the traditional role they have played – advocate the

necessary changes to further the development. The obvious areas for the commercial law firms (like Hellström) with a focus on life sciences has traditionally been in M&A, IP and product liability issues which to a certain extent are or include unique elements to the life science industry. Considering the above, I assume that this will continue, however, with more players in the market. Furthermore, it is likely that the part of the work which can be commoditized will sooner or later be picked up by organisations like Axiom Law and Elevate Services. Finally, one area is the abovementioned personalised medicine where the rules and the regulatory bodies must adapt to the technological development and how new products are likely to be brought to the market in the future. This is an area which will require highly skilled and experienced life science lawyers who can navigate in a legal area which is not adapted to the current regulatory environment. n

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Once you have found the ‘right’ molecule it will take at least 10+ years and more than US$1bn until you have a product which can go commercial.

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2014’s Outlook on the Pharmaceutical Industry

PLMJ is one of Portugal’s leading law firms and a key reference in the country’s legal sector thanks to its dynamism, capacity for innovation and quality of service. PLMJ is a full-service firm that focuses on specialisation and offers complete range of legal services.

PLMJ was founded at the end of the ‘60s as a partnership between António Maria Pereira and Luis Sáragga Leal and, in the following decade, was joined by two further founding partners, Francisco de Oliveira Martins and José Miguel Júdice.

Over the years, generations of great lawyers have joined these four founding partners to make their contributions to PLMJ’s growth, strength, modernisation and vision of the future.

Company: PLMJ Name: Eduardo Pinto Email: eduardo. nogueirapinto@plmj.pt Web: www.plmj.com Address: Lisboa Av. da Liberdade, 224, Edifício Eurolex, 1250-148 Lisboa, Portugal Tel: + (351) 21 319 73 00 Fax: + (351) 21 319 74 00

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Our mission is to provide first-class legal services.

The policies of internationalisation and specialisation pursued by PLMJ since it was founded have led to the firm’s impressive and sustained growth over the subsequent years.

Eduardo Nogueira Pinto became PLMJ’s partner in 2012.

With more than 10 years of legal practice experience, Eduardo specially focused on Life Sciences law, with large experience and expertise on all its areas of practice (regulatory, licensing, litigation, import/export, marketing, good manufacturing practices, clinical studies, due diligence, market approach legal strategies, etc.), covering the whole pharmaceutical market, from manufacturing and holders of MA’s to communitarian pharmacies, wholesalers and clinical laboratories, and all kind of products, including medicinal products, hospital drugs, OTCs, medical devices, homeopathic products and health and cosmetic products.

His name has been associated with important operations, such as the negotiation and litigation procedures related with the recovery of public hospital credits for drug and medicinal products supplying, the designing and implementation of several cost-sharing programs related with innovative drugs, litigation related with the approving of generic drugs MA’s and creation of homogeneous groups, pricing negotiation and settlement with the Portuguese State, and the global restructuring of the communitarian pharmaceutical sector during the last two years. He has also take part on several restructuring and downsize procedures implemented by companies on the pharmaceutical and healthcare sectors.

Vision We are a firm with high ethical standards that is cohesive, socially responsible, specialised and competitive.

Our mission is to provide first-class legal services.

What sets us apart?

• Our Portuguese identity coupled with our strong international partnerships • Our independence • Our focus on our clients • Our ground-breaking and innovative approach • Our commitment to quality and specialisation • Our ability to constantly adapt to the competitive and regulatory environment • Our locations throughout Portugal, with PLMJ offices in Lisbon, Oporto and Faro and partner offices in other Portuguese regions • Our solid network of partnerships established through PLMJ International Legal network, including Angola, Mozambique and China n

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Sweden: A Time For Change?

Company: Advokatfirman NorelidHolm Name: Christer A. Holm Email: christer.holm@ norelidholm.com Web: www.norelidholm.com Address: Birger Jarlsgatan 15, P.O. Box 7394, 103 91 Stockholm Tel: +46 (0) 8 463 04 60

Sweden: A Time For Change?

Christer A Holm is partner at Advokatfirman NorelidHolm, Stockholm.

NorelidHolm is an international business law firm handling corporate and commercial, insurance/ reinsurance, litigation, arbitration, mediation and regulatory matters. Christer explains further: “Our clients are companies of all sizes from start-ups up to multinational corporations. The firm has existed in its present form for 10 years. We are in size relatively small but our service is personal, fast and outstanding. We are members of IBA (International Bar Association), Insuralex (an international network of law firms relating to insurance/reinsurance, where I presently am Vice President) and AdLaw.”

“Finally there is always risk for tax increases when the Social Democrats are in power. However, since Mr. Löfven is a former labor union boss (Metall) he is a friend of Swedish industry so once again, the industry should take the opportunity to try to influence this very vulnerable minority government.” n

Christer continues to describe the business environment in Sweden. “As per today, October 2014, the Swedish economy is in good shape and can well be measured with Germany as the two best economies within EU. However, unemployment is high (at 8%) and this is especially so among the young. Within the legal profession the market has remained flat for many years and there is no sign of change in sight.

“Our conservative government has successfully combined a good handling of the economy with slowly lowering the taxes, especially for corporation where the tax rate is 22 %. These two moves have held the economy up through the recession from 2008 and forward.”

Recently, the Swedish election of 14th September 2014 ousted the very successful conservative coalition government. Christer states: “The new government will mean risks for the business community in a number of ways. The Left Party wants to ban profits in the health sector which would negatively influence all privately run companies in this sector. The Green Party wants to close down a number of nuclear reactors, which would significantly increase the price on electricity, hurting the Swedish base industry, i.e. the mining, steel manufacturing, forest industry and paper mills, who all consumes large amounts of electricity.

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“

We are, in size, relatively small but our service is personal, fast and outstanding.

”

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Sustainable Buildings: Giving the Green Light to Construction

Name: Professor Chris Gorse Email: c.gorse@leedsbeckett.ac.uk Web: www.leedsbeckett.ac.uk/lsi Address: Leeds Sustainability Institute, Broadcasting Place, Woodhouse Lane, Leeds, LS2 9EN Tel: +44 (0) 113 813 1941

Sustainable Buildings: Giving the Green Light to Construction Professor Chris Gorse, Director of the Leeds Sustainability Institute and Centre for the Built Environment at Leeds Beckett University, tells us how the Institute is helping to create more sustainable places, communities and economies.

The Centre for the Built Environment, Leeds Sustainability Institute, has undertaken research and consultancy in Building Performance, advising government and informing Building Regulations for over 20 years. Seminal research initiated by Professors Malcolm Bell and Robert Lowe resulted in UK Regulatory changes, applicable to all new houses, which improved thermal performance, delivered energy saving measures and identified heat loss mechanisms previously unrecognised.

The group, now led by Professor Chris Gorse, is multi-skilled in monitoring, testing, modelling and simulating all types of buildings. Internationally, the group works with global companies, such as Knauf and Saint Gobain, is advancing building material performance and test methods. The knowledge gained from its work on nearly zero carbon and energy plus projects with Gentoo and Lancaster Cohousing, as well as its understanding of Enhanced Energy Efficient prototype buildings that are tested and rolled out on mass housing projects with Joseph Rowntree Housing Trust, put the group in the unique and leading position in this research field.

current work and places the group at the heart of the building and smart technology interface. Recent work on the Northern Ireland “Simpler” thermal upgrade project is in collaboration with technology providers Tensor Systems, VRM Technology and the Building Research Establishment. All work is firmly embedded with industry and commerce, advancing material and building solutions, developing energy efficiency and improving the processes necessary to develop reliable and quality products. n

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Undertaking energy efficiency research at scale and effectively monitor performance though smart meter technology forms a particular emphasis of current work and places the group at the heart of the building and smart technology interface.

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Undertaking energy efficiency research at scale and effectively monitoring performance though smart meter technology forms a particular emphasis of

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Greece: Rising From the Ashes

Company: Zervas and Associates Name: Theodoros. S. Zervas & Lilly T. Zerva Email: zervaslaw-athens@otenet.gr Web: www.zervaslawfirm.gr Address: Acadimias 8, Athens Tel: +30 210 3392300 Fax: +30 210 3392310

Greece: Rising From the Ashes For Greece, the global financial crisis was more than a recession – it was a complete economic collapse.

But, say Theodoros. S. Zervas and Lilly T. Zerva from Zervas and Associates in Thessaloniki, with a number of reforms, Greece is in a strong position to make an astonishing comeback.

Zervas and Associates was founded in 1981 by Theodore Zervas, who still runs the firm. It is one of the largest and most prominent Law Firms in Greece, with Law Offices in Thessaloniki, Athens and Limassol (Cyprus). Dealing with virtually every aspect of business and economic law, both domestically as well as in the EU, our practice spans over a wide range of areas, from civil and commercial litigation to consulting, tax, securities, bankruptcy and restructuring, investment and arbitration, etc.

The founder is considered a charismatic advocate with vast legal experience. He serves as counsel to a number of leading Greek enterprises, as well as to the Holy Metropolis of Thessaloniki and numerous charity organisations. He handles excellently all complex matters relating to commercial law. His professional code of conduct is reflected in honesty in dealing with client issues and in genuine and continuing interest in advancing and promoting their interests, while he emphasises the quality of the scientific competence of his legal services.

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A number of factors distinguish us from the competition. We have highly educated and experienced lawyers and associates with excellent theoretical background, who can deal with a large volume of cases. We have spectacular team spirit, as reflected in collaborative cases. Our founder is highly respected. The very structure of the firm, run by a single person, provides it with flexibility. At the same time, the advancement of the firm constitutes the primary goal. And we have an optimal working environment and high level working conditions.

The Greek crisis, the response and the reforms implemented This global-European crisis is experienced in Greece as something more than a recession. It’s something deeper; the structural collapse of a country that has long deterred productivity, which is the very cause of the crisis. An economy shattered, not responding to the challenges, which was pathologically increasing and ultimately resulted in the creation of a ‘bubble’ expanding due to excessive lending. A bubble that burst, as always happens, and caused a deep crisis.

All of the above provide our competitive advantage, and have established our firm as among one of the best law firms, while they guarantee the firm’s surviving through various challenges. After all, all of the above were tested during a deep crisis characterised in a set of difficult circumstances.

Having gone through the hardest part of the aforementioned crisis, we managed, not only to expand our client base, but also to govern our operational costs and make a profit tantamount to the pre-crisis one.

The government’s response as reflected in the sum of the reforms was not considered effective and efficient by the Left parties. Their view holds that we have taken almost no steps to recover. For them, even today, problems like tax evasion, corruption, iniquity, are thought to have expanded rather than decreased.

They find the economy itself in a very bad state, the productivity severely deterred, investments at a striking low point, the sustainability of the economy compromised and all the big issues unsolved, i.e.

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insurance, restructuring the public sector and so forth. Thus they conclude that the primary goals cannot be served.

We find this criticism rather unfair. And this is so because the government with successful and targeted interventions managed to deal with many of the abovementioned issues to an appreciable extent, while having launched solutions for the remaining.

Thus, it has already accomplished a huge task and undertook a great effort to enhance the overall productivity and competitiveness. One could say that, had these efforts not been successful, the alternative would be a deepening, growing recession. And the efforts are ongoing.

The business environment in Greece It is true that unemployment caused a magnificent number of people to live under the poverty line.

Specifically, it has risen to 27%-29%. The left wing view reforms that have to do with flexibility in employment by establishing easier ways to ending the employment relationship and by lowering minimum wages, as a dismantling leading back to a ‘Middle Aged’ business environment. In contrast, the same have been positively viewed by the business community – which did not focus on the significant decrease in wages- , on account of the previously high employment costs and the former lack of flexibility.

Inflation and the over-abundance of lawyers, coupled with a 25% decrease in the GDP in the middle of the crisis account for bringing ‘winter’ in the field of legal

Greece: Rising From the Ashes

services. Most small and medium-sized firms suffer way more, especially those which were dealing only with real estate and areas of economic activity that have been shuttered by the crisis.

What needs to be done In light of the above, the government ought to take the market’s needs into account and meet these expectations, which have been clarified recently in Berlin by the Prime Minister; moving forward with implementing the reforms, achieving political stability and managing the Debt.

Unless the state is empowered, no set of reforms can be achieved. Every society rests upon a strong state, and this what our government is aiming for and thus correctly insists on the implementation of all the necessary reforms.

We strongly believe that the government is more than determined to implement all the essential reforms, which literally would re-establish a powerful state, soon enough, achieve political stability and adopt a fresh economic perspective. Productivity can be enhanced and a healthy business environment can be achieved. After all, one cannot overlook the patriotic uprising of the business community, which is already taking action and is ready to generate wealth by increasing productivity and creating employment opportunities.

are really tremendous. These, combined with the great human resources in terms of employment can generate today great, beneficial investments. Greece can, in fact, make a dynamic comeback. n

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We have highly educated and experienced lawyers and associates with excellent theoretical background, who can deal with a large volume of cases.

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The primary sector, the energy sector, as well as tourism are a few of the sectors where investment opportunities lie, while the real estate opportunities

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The Cayman Islands: 2014’s Central Investment Hub

Company: Campbells Name: Richard Spencer Email: rspencer@campbells.com.ky Web: www.campbells.com.ky Address: Floor 4, Willow House, Cricket Square, PO Box 884, Grand Cayman KY1-1103, Cayman Islands Tel: +1 345 949 2648

The Cayman Islands: 2014’s Central Investment Hub Richard Spencer, Senior Associate at Campbells, tells us why the Cayman Islands remain an attractive offshore investment destination.

Set against a challenging global economic environment, the Cayman Islands continue to offer a business friendly, flexible and secure environment for financial services and global investment, says Richard Spencer, Senior Associate at Campbells. “As the world’s leading domicile for offshore hedge funds, the world’s second largest captive insurance centre and a top international banking centre, the breadth and depth of the Cayman Islands’ financial services sector, together with its cutting edge legislation, allow the Cayman Islands to compete for business successfully on the world stage.”

The Cayman Islands play a crucial role in the global financial system, says Spencer, by providing a taxneutral, stable and well regulated platform for pooling capital from multiple jurisdictions, thereby facilitating the efficient deployment of capital throughout the world. “In addition to the Cayman Islands’ tax neutral status, other factors including its proximity to the financial markets of the United States and Europe and its sophisticated world-class professional and banking infrastructure, have also contributed to its status as a leading jurisdiction for financial intermediation business,” he says.

The financial services industry is responsible for a significant proportion of the Cayman Islands’ GDP, second only to tourism. “There are a wide range of factors which contribute to the continued success of the Cayman Islands as a leading international financial sector, including its tax neutrality, stability, professional infrastructure and business friendly environment,” says Spencer.

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The Exempted Limited Partnership Law, 2014 came into force on 2 July 2014, replacing the Exempted Limited Partnership Law (2013 Revision). Spencer explains that it provides a more flexible framework for the establishment and operation of Cayman Islands Exempted Limited Partnerships. “This further enhances the attractiveness of the Cayman Islands as a preferred domicile for the establishment of partnerships, in particular for the formation of investment funds.”

The Cayman Islands are of course not the only offshore jurisdiction, and Spencer says competition from other jurisdictions helps to keep them from resting on their laurels. “Financial groups continue to benchmark the Cayman Islands against other offshore competitor jurisdictions, which provides an ongoing incentive for the Cayman Islands to be innovative as to legislative changes, keep annual fees to prudent levels and continue to attract first class professionals to service the client business. New laws continue to be implemented and discussed to accommodate new demand, whilst new offices servicing Cayman Islands structures are scattered globally to meet timezone requirements from Asia and other newer emerging economies.” n

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There are a wide range of factors which contribute to the continued success of the Cayman Islands as a leading international financial sector, including its tax neutrality, stability, professional infrastructure and business friendly environment.

”

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Morocco: An International Investment Hub

Morocco: An International Investment Hub Various free trade agreements and initiatives for the strategic liberalisation of the Moroccan economy have seen the country become the subject of a number of recent high-profile foreign investment projects.

With this in mind, businesses wishing to invest in Morocco will obviously benefit from first-hand expert in-country advice, which is why, this month, we have carefully selected two leading firms to join us to discuss the opportunities and challenges in the region.

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Morocco: An International Investment Hub

Formed in 1996, Cabinet SEDDIK is a medium human size consulting and auditing company based in Casablanca and operating in Moroccan territory.Rachid Seddik Seghir, Chartered Accountant and Managing Partner of CABINET SEDDIK, tells us why Morocco is a great place to do business.

Only 14km south of Europe, Morocco is a competitive platform for export.

Thanks to its geostrategic location, Morocco is at the crossroads of the main international exchange routes, linking the United States of America, Europe, Africa and the Middle-East.

Preserving macroeconomic stability is a major concern for Moroccan governments. Several actions and structural reforms have been undertaken to put the country on the path of strong and sustainable growth.

Company: CABINET SEDDIK Name: Rachid Seddik Seghir Email: rseddik@ cabinetseddik.com Web: www.cabinetseddik.com Address: 185, Bvd Zerktouni 6th floor – Casablanca 20100 Morocco Tel: +212 522 254000 Mobile : +212 661142750

For over a decade, Morocco launched large-scale projects aimed at elevating its infrastructure to international standards. An example is the TangerMed Port, which entered into service in 2007 with a total capacity of over three million containers (which will increase to eight million in 2016), in addition to professional real estate of over 2000 hectares. This complements the overall port infrastructure consisting of 11 ports meeting international standards.

A young and active population, qualified human resources and advanced linguistics capacities also mean that Morocco is well-equipped in terms of human capital.

Morocco has launched numerous strategic sectorial plans that ensure strong and sustainable economic

Company: Boulalf & Mekkaoui Name: Ahlam Mekkaoui Email: mekkaoui@boulalf.net Web: www.boulalf.net Address: 75 Angle Bd d’Anfa et rue, Clos Provence 4éme Etage - n° 4E, 20000 Casablanca, Morocco Tel: +212 (0) 5 22 29 89 30 Fax: +212 (0) 5 22 29 89 20

growth “Plan Maroc Vert” for agriculture, “Plan Azur for tourism, “Plan Maroc Numercic” for IT, and more aggressive national initiatives. This reform momentum is marked by an innovative contracting approach and public private partnership advocating greater and coordinated participation of the private sector in the development of sectorial strategies and policies along with the funding of projects allowing to refocus the State’s role on its regulatory powers.

Many international companies trust Moroccan investment climate, by establishing their activities in various sectors such as GDF SUEZ, WEBHELP, ST MICROELECTRONICS, DELL, ATLANTIC FREE ZONE, PREMO Group, Renault Nissan, ACCOR, LOGICA, CAPGEMINI, BOMBARDIER, and more …

These strategies are part of a process to speed the development of strategic sectors like agriculture, fishery, mining, renewable energy, logistics and promising sectors such as offshoring, automotive, aerospace and services with high added value.

The education sector is now the priority for Moroccan government. The stability of the country and its connection to Europe is the most important Strength helping Morocco to confirm its position as an emerging country.

The automotive, aeronautic, offshoring, agro-industry and tourism sectors will have the biggest impact as Morocco looks to further strengthen.

Because of its political stability, Morocco is promised to occupy high position as a hub between developed countries and African and Arabic countries. n

Founded in 2004, the Boulalf & Mekkaoui firm is a business law firm based in Casablanca.

It was born from the desire of its two partners to create a Legal structure of intermediate size while providing quality service to its customers.

meet their expectations and provide the most suitable advice and assistance.

Founded by Mr. Boulalf, the firm serves clients from different working fields, including food companies, financial institutions, communications, IT companies, laboratories, manufacturers, business services and luxury companies and oil and gas companies.

A big part of the company’s success comes from its culture of collaboration, which adds value when it comes to client service. Delivery is also one of the firm’s core values. The firm and its people also believe that the greatest legal affairs should be translated into a timely action plan for clients. n

The company offers advice and assistance covering all aspects of business law, in the following areas: • Arbitration • Banking and finance law • Corporate and commercial law • Competition law • Employment law • Energy and natural resources • Intellectual property • Maritime law • Real estate • Tax law • Telecommunications • Media law

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The firm has been expanding its network over the years, improving its local and international representation so that it can enforce its presence and better assist its clients where assistance may be requested.

The company’s mission statement is to be creative and effective when providing business solutions to its clients.

The company’s mission statement is to be creative and effective when providing business solutions to its clients.

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The business’s passion for client service is a major priority and everybody associated with the firm understands that its clients have numerous alternatives when it comes to legal affairs and that it is vital to always

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Integrated Structuring and Tax Strategy

Company: Ernst and Young Services Ltd. Name: Wade George, Director & Regional Tax Leader Email: wade.george@tt.ey.com Web: www.ey.com/TT Address: Trinidad & Tabago Tel: +1 628-5185

Integrated Structuring and Tax Strategy EY is a global leader in assurance, tax, transaction and advisory services with 190,000 people based in 728 offices in 150 countries.

“Our Tax Service Line is one of the world’s most globally coordinated tax practices, with a network of professionals dedicated to setting the standard for exceptional client service,” states Wade George, Director at EY. “At EY, we believe that managing our clients’ tax obligations responsibly and proactively can make a critical difference. Our global teams of talented people bring technical knowledge, business experience and consistency, all built on our unwavering commitment to quality service. We create highly networked teams who can advise on planning, compliance and reporting and help you maintain constructive tax authority relationships — wherever you operate. Our technical networks across the globe can work with clients to reduce inefficiencies, mitigate risk and improve opportunity.

“In the Caribbean, our firm is fully integrated with over 550 people across all our service lines and over 40 professionals in our Caribbean Tax practice. As part of a global organization, our Caribbean team is able to leverage the strength of EY’s global Tax network to deliver service and insights that are relevant in this market.

“The Trinidad and Tobago Tax Practice is comprised of 23 members including administrative staff.

Recently, we have re-introduced a new facet to our practice referred to as accounting, compliance and reporting (ACR) which entails inter alia, bookkeeping, payroll, tax compliance, compliance and preparation of financial statements as well as other support services.”

In the last twelve months there were major changes to the corporate tax regulation, which were centred on: • Incentivizing capital market investment 72 Acquisition International October 2014

•

A proposition to grant a tax amnesty for tax penalties and interest to be levied on late filing of returns and the late payment of income, corporation and value added tax, business levy and green fund levy.

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Incentives surrounding property development

Mr. George continues to explain the impact of these changes on businesses operating in the region.

Capital market Investment “In 2012, there were considerable changes made to our local legislation regarding the criteria which must be met in order to qualify to be listed on the Trinidad and Tobago Stock Exchange. Further changes were enacted earlier this year with a view to stimulating investment in the Trinidad and Tobago Junior Stock Exchange.

“The Government remains committed to the concept of a Junior Stock Market which will encourage domestic investment in entrepreneurship, employment and economic development.

“In this regard, the announced amendments are designed to act as a catalyst for interested parties to list their enterprises without having to give up significant equity as only 30 % on the new issue needs to be made available to the public.”

Tax Amnesty “This is the fourth amnesty granted by the GORTT within the last fifteen years – 2001, 2006, 2009 and now 2013.

“The GORTT’s objective of granting the previous

amnesties was twofold: firstly, the Government considers that the tax liability to be collected far outweighed the penalties and interest and secondly, the amnesty acted as a mechanism to encourage taxpayers’ compliance.

“An amnesty was also announced relating to filing of Corporate Documents with the Registrar of Companies. The proposal is to waive all penalties outstanding or chargeable on the late filing of such documents.”

Property Development “Certain provisions were enacted with the intention to stimulate the investment in the local construction industry.

“These incentives particularly relate to houses targeted to medium and low income earners on one end of the spectrum and residential land development and commercial buildings on the other end. These incentives take the form of exemptions from tax on the following; premiums and rents derived from letting of newly constructed commercial buildings and multi-storey car parks and Gains or profits from the initial sale of same.”

Mr. George continues to explain what level of demand EY’s services have received as a result of increasing regulatory procedures.

“The recently announced amnesty has resulted in client’s who have not been compliant or currently have tax matters under dispute with the Revenue to engage our compliance services with a view to being up to date in matters of corporate and tax compliance. In some circumstances, the taxpayer engages our services to liaise with the Board of

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Integrated Structuring and Tax Strategy

Inland Revenue in matters under dispute with a view to determining the likelihood of failure or success of same and thus accessing the benefit of the amnesty by early settlement of liabilities.”

Mr. George shares his thoughts regarding further changes to regulation in the near future.

Transfer Pricing Legislation “A major issue impacting our local market is the lack of transfer pricing legislation. On 10 October 2011, the then Minister of Finance proposed the introduction of transfer pricing rules based upon the principles embodied in the Organization for Economic Co-operation and Development (OECD) Transfer Pricing Guidelines.

“The decision to adopt the OECD Transfer pricing Guidelines is consistent with international best practice as these guidelines have widespread acceptance among tax authorities and multinational enterprises. The current Minister of Finance has indicated that the technical work is still ongoing regarding the introduction of transfer pricing legislation.”

Taxation Comittee “The Honourable Minister of Finance and the Economy announce in the 2015 Budget Speech the intention to establish a Taxation Committee which includes stakeholder groups from the business and accounting communities.

“The main purpose of this committee is to deal with non-energy sector tax policy and overall tax administration issues. This initiative is welcomed due to the fact that it should assist in the rational development of tax laws in T&T, as well as improvements in tax administration.

“It is hoped that the mandate of the Tax Committee will be fully realized and that its recommendations will be implemented in due course.”

Finally, Mr. George tells how the firm strives to always stay one step ahead of competitors.

“Our unwavering commitment to exceptional client service, which is a key part of our Vision 2020 strategy, is one of our key differentiators. It features a dynamic and comprehensive approach that focuses on relentlessly serving clients’ needs that is combined with our thought leadership insights. Our firm is heavily invested in our research and analysis, for which we have become renowned, and this allows us to stay connected with global developments and trends while being responsive and delivering the quality service that has made us a market leader.” n

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At EY, we believe that managing our clients’ tax obligations responsibly and proactively can make a critical difference.

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Merger Control of Foreign-to-Foreign Transactions in Belarus

Company: Stepanovski, Papakul & Partners Names: Tatiana Ignatovskaya, Katsiaryna Semianiuk E-mail: info@spplaw.by Web: http://spplaw.by/en/ Address: Minsk | Belarus 16 Kuibyshev str. | 220029 Tel.: +375 (17) 209 44 83 Fax: +375 (17) 204 86 72 Photo: www.crttbuzzbin.com (The Buzz Bin)

Merger Control of Foreign-to-Foreign Transactions in Belarus The Belarusian merger control regime is set out in the Law of the Republic of Belarus “On Counteraction to Monopolistic Activity and Competition Development No. 94-Z of 12 December 2013” (the “Competition Law”) that came into force on July 01, 2014 and replaced the previous law.

The Competition Law does not specially address foreign-to-foreign transactions. It provides that the Competition Law shall be applicable when economic concentration takes place outside the territory of the Republic of Belarus in relation to the business entities registered in the Republic of Belarus that includes transactions or other actions which have (or may have) an impact on competition, including mergers or acquisitions, transactions with shares etc.

Direct foreign-to-foreign transactions with shares in relation to the Belarussian business entities fall into the scope of the Competition Law. However, the issue with the change of indirect control is not so straight forward. The Competition law has the following provisions that have not yet been commented by the antimonopoly authorities and tested in our practice.

An antimonopoly authority exercises control over transactions that meets an established financial 74 Acquisition International October 2014

threshold and at the same time: • A business entity will have a possibility to influence on decision-making in the entity with a dominant position on the market as a result of such a transaction; • A business entity will get the right to dispose of more than 25% and or more than 50% of shares in a business entity.

The current definition of a business entity does not specify the origin or place of business but includes all corporate bodies and entrepreneurs who carry out business activities or have legal capacity to do so.

Until the moment a relevant guidance is provided by the authorities and practice is formed, each case requires an individual analysis. n

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Selling Your Business: Price isn’t Everything

Company: Moore Stephens LLP Name: Phil Cowan, Head of Corporate Finance Email: phil.cowan@ moorestephens.com Web: www.moorestephens.co.uk Address: 150 Aldersgate Street, London, EC1A 4AB, England, UK Tel: +44 (0) 20 7334 9191 Fax: +44 (0) 20 7651 1637

Selling Your Business: Price isn’t Everything Price is clearly an important factor when selling a business, but vendors should ensure they also understand the risks involved in a sale, according to Moore Stephens, one of the world’s major accounting and consulting networks.

Who says price isn’t everything? Well of course it may not be everything but it is certainly the issue that naturally looms largest in vendors’ minds. However, all things being equal, there is another side of the coin which is worth attending to and this concerns the risks in a business sale rather than focusing only on its rewards.

Contingent consideration represents a particular risk in transactions structured as earn-outs. The details of how the earn-out operates and who is in control during the period are vital, as well as assessing the counterparty risk for eventual payment.

Most business sales are accompanied by a large volume of paperwork which relates to the passing of risk from acquirer to vendor. Typically a business sale is accomplished by providing the buyer with a raft of warranties, and sometimes indemnities, on both general and specific matters. A vendor’s risk under these documents may be more or less depending on how matters are negotiated, both in terms of the width of the matters covered and in terms of their depth.

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The fewer areas covered under warranty provisions the less risk there will be of a post-acquisition claim against the monies received on sale. Negotiating the de minimus for claims for single items or in aggregate is well worth time and effort, as it will discourage minor claims and keep more consideration in a vendor’s hands post completion.

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In the round, price isn’t everything - the risks also need to be understood and weighed in the balance. n

Certain transactions may carry further risks, for instance where some of the sale price is deferred.

Certain transactions may carry further risks, for instance where some of the sale price is deferred.

Counterparty risk is key in these circumstances and the risk of accepting unsecured deferred consideration needs to be carefully assessed against the financial standing of the debtor.

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Cape Verde 2014: Rising for Success

Company: Raposo Bernardo Name: Nelson Raposo Bernardo Email: lisbon@ raposobernardo.com Web: www.raposobernardo.com Address: Av. Fontes Pereira de Melo, Ed. Aviz, nº 35, 18º, 1050-118 Lisboa - Portugal Tel: +238 (00351) 21 312 1330 Fax: +238 (00351) 21 356 2908

Cape Verde 2014: Rising for Success Nelson Raposo Bernardo is founder and managing partner of Raposo Bernardo, a full service law firm based in Cape Verde. Mr Raposo Bernardo tells us more about the country and what makes it an ideal place for investment.

“Cape Verde has one of the best strategic positions in Africa. By plane it is less than 4 hours from Europe, USA or Brazil. It is 45 minutes from the African continent and within 4 hours we can reach more than 30 African countries,” he begins.

“It has a central location for shipping, acting as a connecting hub between South America and Africa on one side and China on the other. This privileged position puts Cape Verde in the centre of the intentions of foreign investment in West Africa, possibly only surpassed by South Africa, Nigeria, Angola and few other countries.

“In domestic terms, Cape Verde lives mainly off three types of income: remittances from immigrants (there are more Cape Verdeans living abroad than in the country) tourism receipts (always growing), and foreign investment (concentrated in tourism, hospitality, financial services, real estate and construction).”

Although Cape Verde is heavily dependent on relations with the outside, especially with Europe and in particular Portugal, it turned out not to be affected in a significant way by the economic crisis. “In the same period it is true that the country felt a slight fall, especially in investment intentions in the construction and hospitality sectors, but was eventually offset by an increase in tourists that took an interest in Cape Verde and to spend huge amounts there.

“The West African coastline is a region that has faced quite political instability in several countries. This instability has prevented the creation of a true union between the countries of the West African coast.

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When such has conditions to happen, takes it 5, 10, 20 years or more, will surely be a union between some of the countries in the world that own the more extremely valuable natural resources.

patterns, by the OECD or IMF. It is a country with clear legal rules, which are framed by a European matrix, stable, predictable and without foreknowledge of relevant changes over long periods.

“Finally, Cape Verde is a politically stable country without the relevant legislative and institutional changes, so the most important sectors of the economy may not change dramatically from one year to the next.”

“The reforms of the past, after independence, but especially the reforms over XXI century, regarding the last 10 years, have generated better results well above expectations: whether in terms of ease of doing business in Cape Verde; or the administrative modernization of the state envisaging the digitalization of the entire system; or new public administration services; or clear and concrete rules; or legislative reforms of the financial sector, insurance and real estate; among others.”

Mr Bernardo tells us more about the far-reaching economic reforms undertaken by the government in response to the setbacks encountered by the country following its independence, including the setbacks experienced and why they occurred.

“The independence took place about four decades, and the effects of reforms have all been absorbed over this period,” he states. “After these reforms have been many other, with other principles and aims, very different from what is normally present in a situation of country independence. And are these other reforms that today make from STP what the country is nowadays: we are addressing to the reform in tourism, oil, public procurement, state institutions, etc.

“We must stress that contrary to what happened in other PALOP, like Angola and Mozambique, in Cape Verde there was any kind of conflict, either political or social, of any nature. And this is true important for the future of the country.

“Cape Verde is a paradise in Africa, as it is considered a country of average development in all

The economy of Cape Verde has been traditionally dependent on cocoa, however Mr Bernardo explains that this is no longer the case.

“The dependence of cocoa is not applicable for Cape Verde. In fact, considering the case of Cape Verde, our experience tells us that cocoa may be substituted by tourism. Indeed, the direct and indirect income from tourism is very relevant in the public accounts of the country and any reduction of this income may bring difficulties to the country.

“Currently we assist to developing projects to evaluate the importance of existing oil reserves in Cape Verde, especially in the Atlantic under their jurisdiction. If it is shown that Cape Verde has reserves that justify the intensive exploitation, I believe that everything that happened in Angola might happen also in Cape Verde, although always on a smaller scale.” n

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Forensic Accountants: Here, There and Everywhere

Company: Forensic Risk Alliance Name: Toby Duthie Email: tduthie@forensicrisk.com Web: www.forensicrisk.com Address: Third Floor, Audrey House, 16-20 Ely Place, London, EC1N 6SN, United Kingdom Tel: +44 (0)207 269 7837

Forensic Accountants: Here, There and Everywhere Forensic Risk Alliance (FRA), founded in 1999, is an international firm of forensic accountants, data protection experts and eDiscovery specialists with offices in the US, UK, France and Switzerland. It helps businesses to resolve complex and high-risk financial, legal and regulatory challenges. Its consultants provide independent, conflict-free advice and litigation support services.

Tell us a little more about Forensic Risk Alliance, your specialist areas of expertise and how the firm distinguishes itself from the competition.

FRA provides an end-to-end service to identify, collect, process, review, present and opine on all types of structured data (such as financial information), and unstructured data (such as documents and emails) relevant to a dispute or investigation.

assisting companies active in BRIC countries and elsewhere with their compliance activities.

We have particular expertise in multi-jurisdictional investigations in areas such as fraud, corruption, sanctions, tax, financial misstatement, financial markets and complex financial products and practices. We have been involved in some of the largest regulatory investigations worldwide, across sectors including oil and gas and related services, mining and construction, pharma and medical devices, defence and aviation, and financial services.

No longer limited to commercial use, forensic accountants are in greater demand than ever. What are the reasons for this?

Historically, forensic accountants have been instructed to conduct investigations into problems after the event. But we have seen two very significant and growing trends:

Being a specialist firm, with no recurring audit or tax base, it is rare that conflicts of interest exist.

Give us a brief snapshot of the current business environment in your region.

The regulatory environment continues to challenge corporates in all sectors. The FCA is proving extremely active and increasingly aggressive and the SFO appears – finally – to be finding its feet, along with several other non-US regulators: all have major investigations underway. Of course the US authorities continue to drive their regulatory enforcement agenda throughout Europe, and we are especially busy

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Several huge fines for corporate criminality (and the disgorgement of unlawfully-obtained profits) have hit the headlines for bribery and corruption offences.

This is set to become increasingly important in a host of areas such as bribery, fraud, sanctions, competition, banking, HSE, and data breaches.

Regulators are looking to reverse the burden of proof – i.e. companies have to affirmatively evidence compliance – this is clearly seen in the Bribery Act and more recently the FCA’s proposed Senior Management Regime, which in this regard focuses specifically on the financial services sector.

Accordingly directors are more and more recognising the growing cost and personal liability associated with regulatory scrutiny and enforcement.

As a result, companies are frequently demanding risk assessments and preventative compliance roll outs and drafting in forensic accountants who are experts on for example conduct risk, ABC procedures, AML,

controls and systems before accidents happen. We are also seeing growing demand for deal specific work – say around a particular acquisition, merger, JV or capital raising – as corporates and lenders see the risks around ‘buying a problem’ and how focused dd can protect investment value, collateral and reputation.

Outline for us the roles and responsibilities of a forensic accountant.

At its most basic, forensic accountants are involved on any matter involving a dispute over a number: looking at how much a business has lost for example (or how much another has gained from unlawful activity) is a bread-and-butter role for FRA’s forensic accountants. The complexity of modern cases means that this role is more critical than ever, and is needed from the very earliest stages of a dispute.

The role of forensic accountants has however expanded – we are called upon to proactively design and assess business systems and controls, and ensuring procedures are ‘best of breed’.

As the number of cross-border investigations increases, being able to handle and make sense of large amounts of disparate data, with its attendant privacy issues, is becoming more important. It’s crucial to have forensic accountants on board if ever you’re looking for payment trails and this is particularly important for corporate internal investigations and white collar crime.

SECTOR SPOTLIGHT www.acquisition-intl.com

Forensic Accountants: Here, There and Everywhere

So, in exactly what circumstance will a forensic accountant be called upon?

Typically we are retained by lawyers – especially in contentious situations – but also by corporates, banks and investment funds. This is because modern commercial investigations and disputes involve multiple, complex financial and legal issues that overlap and intertwine. So on all but the most trivial matters, lawyers need to work hand in hand with forensic accountants who can operate on both the macro level to provide an overview of a business and its processes, and on the micro level to crunch through increasing volumes of data to interpret, summarise and present financial narratives.

Due diligence continues to be a cornerstone of our business. In all business areas, it is increasingly important to know who you are doing business with. Financial and legal Due Diligence is already sophisticated in M&A work, but knowing your supplier and properly understanding your supply chain to avoid bribery risk is now on the radar for all businesses.

What challenges face forensic accountants in the current economic climate and what opportunities do you see being open to FAs in the coming months and years?

From a business perspective, we see regulation and regulatory enforcement growing along with follow-on civil litigation, and so it is unlikely that we will be short of work in the medium term!

We are also seeing that, whilst businesses are generating exponential amounts of business data, they are getting better about maintaining and organising it. At the same time, we as forensic accountants are designing better and more sophisticated tools to be able to mine, explore, visualise and find the needles and smoking guns in these big data haystacks.

More people than ever are entering the industry.

Why do you think this is and what must be done in terms of investment and technology support?

There is, more than ever, a need for genuinely independent and expert forensic accountants.

The large audit firms have such wide reaching relationships that it is hard for them to be conflict free, and a quick scan of the business pages shows that it is failings by these same firms that led to many of the problems that we are now having to resolve. Audit committees, directors, in-house legal and compliance teams, and most importantly, regulators are recognising these inherent conflicts of interest. This presents a great opportunity for forensic firms that do not have an audit function or a consulting division, and can therefore clearly demonstrate independence.

The other big trend is the increasing use of modern hardware and software data mining tools. It is no longer necessary to deploy huge teams of junior accountants to manually trawl through data. Using data analytics tools, massive volumes of data can be quickly, cost effectively and accurately analysed by a small team of experts. n

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Romania 2014: Driving Confidence in the Economy

Company: UHY AUDIT CD Name: Camelia Dobre Email: camellia.dobre@uhy-ro.com Web: www.uhy-ro.com Address: 142 Jiului Street Tel: +40314254774

Romania 2014: Driving Confidence in the Economy Camelia Dobre is General Manager at UHY AUDIT CD and begins by telling us a little more about the firm.

“UHY Audit CD SRL was established in 2002 and it is the exclusive partner for Romania of the global network for professional services of audit and fiscal consultancy, UHY International.

“We offer specialist sector and country knowledge to the same high quality professional standards in all major international business centers. Our services consist in audit, consultancy & accounting, including also the audit of projects funded from European funds, fiscal consultancy, accountancy, transfer pricing services and training in audit and fiscal policy system.”

Mrs. Dobre continues to explain how the current business environment is in the region and how 2014 has fared to date.

“Estimated to over 200 million Euro only in Romania, the financial audit business had registered 3 years of continuous volume growth. There is however a close link to the national economic results. On this trend of growth, the potential of small and medium companies on the financial audit area has been more than visible.

“So far this year, the most important contributions to GDP are by far, in this order: Industry (+1.4%), IT sector and Communications (+0.3%). These are also the most attractive areas for investors. A significant positive contribution was seen also the net taxes on products (+0.8%), that registered an increase in volumes of 6.2%.”

“Recently included in a new HOT acronym of investments – NIROPA (Nigeria, Romania, Pakistan), Romania has become attractive for the clients of Investment Banking in London as an investment opportunity for the local companies. The energy sector remains the area with a high level of interest and the trend seems set to continue.” n

“

We offer specialist sector and country knowledge to the same high quality professional standards in all major international business centers.

”

With regards to the future, Mrs. Dobre believes that Romania will continue to see positive activity.

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São Tomé and Príncipe – Africa’s Diamond in the Rough

Company: Raposo Bernardo Name: Sofia Ferreira Enriquez Email: lisbon@raposobernardo.com Web: www.raposobernardo.com Address: Av. Fontes Pereira de Melo, Ed. Aviz, nº 35, 18º, 1050-118 Lisboa - Portugal Tel: +351 21 312 1330 Fax: +351 21 356 2908

São Tomé and Príncipe – Africa’s Diamond in the Rough Sofia Ferreira Enriquez is a partner at Raposo Bernardo. She tells us more about the country of Sao Tome and how business is faring for the firm.

“Sao Tome is a small country,” she begins. “Economic growth remains steady, at a good pace. There remains much foreign investment, with investors from many countries claiming to have activity in STP or position themselves for future business in the petroleum industry.

and Sofia states: “The agreement with Nigeria was the possible agreement, given the enormity of Nigeria as a country and its importance as the largest crude oil producer in Africa. Above all was a revenue generating agreement but which contributed to maintaining peace and stability in the region, which is very important also for business.” n

“The regulatory environment at STP is excellent, with clear rules, which are internationally recognized as following the best standards of regulation.”

“

This year, the firm has noticed growth in the sectors of International Financial Services, Banking and Tourism. Sofia continues: “A sector that is experiencing a huge growth is the services related to oil exploration, as these companies begin to install in the country to be able to provide services to the petroleum industry in the future.”

“The most important change in this region is likely to be the ways it will use the proceeds from oil exploration, by countries that have income rights regarding such blocks, but that still haven’t reached the oil exploration itself. These revenues are astronomical and are used for the development of these countries, STP included. In the next 10 years we may have a zone of Africa benefiting from a very fast but sustained development. The poorest sectors needing investment are: health, education and infrastructure.”

The effects of this investment in the oil industry will be important for growth over generations to come,

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The regulatory environment at STP is excellent, with clear rules, which are internationally recognized as following the best standards of regulation.

”

SECTOR SPOTLIGHT www.acquisition-intl.com

Introducing Asia Pacific’s Prime Locations for International Investment

Crawford Bayley & Co Company: Crawford Bayley & Co Name: Sanjay Asher Email: sanjay.asher@ crawfordbayley.com Address: State Bank Buildings, 4th floor N. G. N. Vaidya Marg, Mumbai 400 023, India Tel: +91 22 2266 3713 Fax: +91 22 2266 0355

Introducing Asia Pacific’s Prime Locations for International Investment Crawford Bayley & Co. is one of India’s oldest and best known law firms, with rich and well-endowed experience in several practice areas.

The Partners and several of the Assistants within the business have decades of extensive legal expertise and have, over the years, advised various leading Indian and foreign companies on a vast variety of matters.

The firm is consistently engaged by India’s biggest corporate houses as well as major multinational corporations on several complex matters, requiring advice on company laws, securities laws, revenue/ taxation laws, dispute resolution, labour laws, foreign exchange laws and pharmaceutical laws, to name just a few.

The company is also actively involved in representing clients on a multitude of matters before various Indian courts, tribunals, forums and regulatory authorities. n

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The firm is consistently engaged by India’s biggest corporate houses as well as major multinational corporations.

”

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Deal Diary Welcome to Deal Diary – Acquisition International’s monthly round-up of recent M&A activity across the globe.

Consumer

As always, we feature a range of transactions across a number of different sectors. In support services, Forte Oil plc, Nigeria’s foremost petroleum products retailer, has acquired one hundred brand new product delivery trucks in line with its strategy to sustain operational efficiency. Heritage Bank Nigeria Limited acted as the debt provider, providing 70% of the acquisition cost.

Cooper Callas MBI

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Nuance Group

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Vingino

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In industrials, Robert Bosch GmbH agreed to acquire Siemens’ 50% stake in the joint venture BSH Bosch und Siemens Hausgeräte GmbH, which was created in 1967 and has become Europe’s largest producer of household appliances and a world-leader in its field, with revenue of about €10.5bn in 2013. Robert Bosch GmbH was represented in both deals by the Munich office of Gibson, Dunn & Crutcher LLP.

BFP Holdings

87

STEAG

88

In TMT, French venture capital firm Newfund has made an investment of US$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 and to expand internationally. Delta Inter Management acted as financial investment adviser.

Total Coal South Africa Proprietary Limited

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In healthcare, Spring Ventures has completed the MBO of Creative Care Limited, which provides long term residential care for people with Autistic Spectrum Disorders and other complex needs. Connell Consulting acted as Commercial due diligence provider.

Energy & Resources

Financial Services CTOS Data Systems

89

ApexPeak

89

Health Care

In energy and resources, the Rhine-Ruhr consortium of municipal utilities signed a contract with Evonik to take over the remaining 49% in the power utility STEAG, which is headquartered in Essen, Germany. Law firm GÖRG advised the purchaser on the SPA and related corporate issues.

Creative Care MBO

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Medistream

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And in real estate, Charter Hall Group, a diversified Australian real estate investment trust, has struck a deal with super fund HOSTPLUS to buy a portfolio of properties from the Woolworths-owned ALH Group, with Jones Lang LaSalle acting as property valuer.

ProQR IPO

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Provet Veterinary Products

91

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

Industrials BSH Bosch und Siemens Hausgerate GmbH

92

Suominen Flexible Packaging

92

Real Estate 54 Australian Pubs

93

Support Services Crawford Scientific

94

Dogus Group

94

Infrastructure India plc

95

Willows

95

100 Trucks

96

Engage Mutual

96

Manulife

97

TMT Bureau 14 84 Acquisition International October 2014

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Q3 Round-Up The volume and value of global investment declined in the third quarter of 2014, according to data from Zephyr, the M&A database published by Bureau van Dijk. From July until the end of September there were 18,099 transactions with an aggregate value of USD 1,160,754 million.

In spite of the declines recorded across the board, the result is not as disappointing as it may first sound. Although both volume and value registered a decline, the latter is still significantly higher than at many other points over the last few years. The USD 1,160,754 million invested is only slightly behind the USD 1,280,211 million recorded in Q2 2014 and actually represents the second highest investment level since Q4 2008. The drop in volume was more significant as it plumbs its lowest depths since the first quarter of 2013. Unsurprisingly then, most sectors declined in terms of deal numbers, with only publishing and printing and post and telecommunications bucking the trend. The top ranking sector by value was the chemicals, rubber and plastics industry, which was targeted in deals worth USD 153,290 million, representing an increase of 38 per cent on Q2 2014 (USD 111,397 million). Other sectors which improved on Q2 include transport, wholesale and retail trade and food, beverages and tobacco.

The most commonly targeted region worldwide in Q3 was the Far East and Central Asia with 4,825 transactions, putting it ahead of Western Europe on 4,605 and North America on 4,269. Interestingly, these same regions took the top three places by value, but in reverse order, as North America led the field on USD 510,217 million. Western Europe posted USD 286,522 million and the Far East and Central Asia was targeted in deals worth USD 222,555 million. South and Central America placed fourth with USD 82,977 million, putting it some way behind those at the top of the table, but the fact that it was only targeted in the relatively small number of 604 transactions likely contributed to the low investment levels.

Although at first glance it seems like a disappointing quarter for global investment levels, when we look at the results a bit more closely we can see that things are not necessarily as bad as they may first appear. In spite of being down on Q2, value compares well with previous quarters and investors taking well-deserved summer holidays may be a factor in the lower levels. It will be interesting to see how things develop in Q4, which is likely to give a better indication of where things stand at present. n

NUMBER AND AGGREGATE VALUE (MIL USD) OF DEALS GLOBALLY BY TYPE: 2014 to date (as at 30 September 2014) Deal half yearly value (Announced date) Acquisition

Number of deals 24,939

Aggregate deal value (mil USD) 2,004,942

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

32,359 1,122 257 64 296 11 14

1,254,891 182,842 5,530 37 31 3 0

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DEAL DIARY www.acquisition-intl.com

Consumer Deals

Cooper Callas MBI Cooper Callas Ltd, a leading distributor of kitchen and bathroom brands, has been acquired by Philip Carr, an industry veteran in the Bathroom sector.

Led by partner Andrew Thomson, associate director Peter Wear and tax director Holly Bedford, HMT negotiated the acquisition terms, raised funding and provided corporate finance and tax advice to the management of Coopers Distribution Limited (“CDL”).

CDL is an investment vehicle established by Mr Philip Carr, an industry expert in the design, manufacture and distribution of high quality bathroom brands, supported by Malcolm Thomson as Finance Director and backed by Percipient Capital, Leumi ABL and Santander.

Andrew Thomson

Peter Wear

MBI

Philip Carr, Managing Director of CDL, commented: “Cooper Callas offered an excellent opportunity to further enhance a well-established distribution business. Following initial discussions with the vendors it was critical to work with a team of advisors who could provide the necessary skills and foresight to lead the negotiations and execute the transaction.

HMT provided the financial awareness, contacts and guiding hand throughout the process.

Rarely do you meet such a team of well-rounded professionals who have the capacity and ability to deliver.”

Jason Gould, director at Percipient Capital, commented: “We were first introduced to the Cooper Callas transaction by HMT, having worked with the corporate finance team before.

We were immediately impressed with Philip Carr and his vision for the business and were delighted to be able to partner with him and Malcolm to complete this exciting acquisition.

The HMT team led by Andrew Thomson were able to work closely with Philip and Percipient Capital all the way from the early stages of the deal through to successful completion.

CDL has continued to work with HMT to provide further support post-completion.”

Corporate Finance & Tax Adviser

Andrew Thomson, Partner at HMT LLP commented: “We were delighted to have worked with Philip Carr, Malcolm Thomson and Percipient Capital on the acquisition of Cooper Callas.

Holly Bedford

We are looking forward to continuing to work with Philip and his team as they execute their exciting plan to significantly grow the business both through investment in the existing product ranges and logistical infrastructure to support the customer experience.” n

Dufry acquisition of Nuance Group On September 9, Dufry concluded the acquisition of The Nuance Group based on a consideration of CHF 1.55 billion, on a debt- and cash-free basis. The combination of both companies will confirm Dufry as the global leader in the travel retail industry with presence on 5 continents and in 63 countries, as well as at 239 airports, managing and operating close to 1,750 shops.

Dufry will start integrating Nuance into its organisation and expects to generate first synergies in 2015, with full improvement of approximately CHF 70 million per year being reached by 2016. Dufry expects to get an improvement in the gross margins through increased purchasing power and through the integration of Nuance into its supply chain and logistics platform.

Furthermore, Dufry expects that the consolidation of the global and regional organizations, as well as global support functions, will create significant value for the Group.

Julian Diaz, Dufry’s CEO, commented: “Today, another major step is achieved. With the Nuance acquisition we’re continuing our global strategy of profitable growth and diversification.

The combination of Dufry and The Nuance Group strengthens our concession portfolio. It further adds countries and operations that fit well with Dufry’s regional strategy. Thanks to the Nuance acquisition, we increase our presence in Asia, the Mediterranean region, northern and central Europe, and North America.”

“We will focus on the integration in the coming quarters. In order to assure a successful process, we developed an action plan, which will be implemented immediately. I am convinced that by combining the best of both, Dufry’s and Nuance’s know-how, will generate significant value and will transform the world of travel retail.” n

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Consumer Deals

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.

and

Ludo Onnink jointly acquire majority stake in fashion brand

Advisers

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

Zimt Holdings acquisition of BFP Holdings from Lesaffre

Zimt Holdings acquisition of

Lesaffre has sold 100% of UK food distributor BFP Wholesale Limited (BFP) to private equity consortium Zimt Holding. Transaction details were not disclosed. Headquartered in Sevenoaks, BFP is a nationwide, one-stop wholesale supplier of ambient, chilled and frozen food products.

The company’s products are distributed from strategically well-located depots via a fleet of multi-temperature vehicles to more than 4,000 customers throughout the UK, including Krispy Kreme and Greggs.

BFP has grown consistently over the years and in 2013 sold 50,000 tonnes of food products, generating a turnover of over £75m.

from

Marc Casier, Lesaffre’s General Manager Baking Western Europe, conducted the disposal. He said: “The sale reflects a strategic choice to focus on our core activity of yeast production & sale and we are very pleased to have found an ambitious buyer for BFP.” The consortium was led by David Burresi and Sebastian Sipp. According to Sipp: “BFP presents an exciting opportunity for accelerated growth in the years ahead. By deploying our significant operational and management expertise we will be working closely with the management team to develop BFP’s purchasing and distribution processes and will invest in its personnel and information systems to enable the firm to take advantage of a fast-changing environment.”

Virtual Data Room Provider

Legal Adviser to the Purchaser Legal Adviser to the Equity Provider Tax Adviser

Lesaffre was advised by consumer advisory firm Leopold Capital Partners and Linklaters. Zimt Holding was advised by Addleshaw Goddard, with GE Capital providing financing. n Legal Advisers to the Debt Providers

The sale reflects a strategic choice to focus on our core activity of yeast production & sale and we are very pleased to have found an ambitious buyer for BFP.”

Legal Adviser to the Vendor

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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

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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.

Jerome Pottier

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

88 Acquisition International October 2014

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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 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

Tai Chu-Wei

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.”

Risk & Insurance Due Diligence Provider

“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

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Healthcare Deals

Creative care MBO Spring Ventures announces that it has completed the MBO of Creative Care Limited, which provides long term residential care for people with Autistic Spectrum Disorders and other complex needs. Based in Nottinghamshire, Creative Care operates out of 5 specialist residential homes, providing care for around 35 people.

Spring Ventures has supported Thelma Turner to acquire the business from founder Richard Wass.

Thelma Turner has considerable experience in the sector having worked with a number of specialist care businesses over the past decade, including her own business, Thelma Turner Homes.

Commenting on the deal John Hudson said, ‘we are delighted to have supported Thelma Turner to acquire Creative Care, which has carved out a clear position caring for people with Autistic Spectrum Disorders in the East Midlands. Our funding will be used to extend the high quality of care already provided by Creative Care into new facilities.’

MBO

Commercial Due Diligence Provider

Financial Due Diligence Provider

Thelma Turner added, ‘I am excited about working with Spring Ventures and the Creative Care team to take the company into a new growth era. I believe that service quality should drive the bottom line, and am looking forward to maintaining this ethos through the growth of Creative Care.’

John Hudson and Alex Brebbia from Spring Ventures will join the board of Creative Care alongside Thelma Turner, Michael Bryant, who joins as finance director, and Jon Lowe who will become Chairman.

The deal was introduced by Mike Quinn of Baker Tilly. Banking was provided by Santander. Coombes Corporate Finance, Connell Consulting, Hazelwoods and Shoosmiths advised Newco. n

Legal Adviser to the Vendor

Financial Adviser to the Vendor

Archimed acquisition of control of Medistream Four months after its founding by Denis Ribon, former Global Head of Healthcare at 3i, and three of his former team members, ArchiMed’s first fund, Med 1, purchased control of Lausanne-based MediStream, a manufacturer and marketer of innovative orthopaedic implants, for €12 million. The transaction closed on July 30.

MediStream’s double-digit annual profit growth and its rapidly rising revenues – €13 million in 2014 – have been driven by innovation and international expansion at its two operating units, Citieffe and Eqval. Citieffe, a specialist in traumatology, has developed innovative fixation technology for orthopaedic accident surgery. Eqval is pioneering the production and distribution of low-cost, high-quality generic implants for hips, knees and orthopaedic reconstruction processes.

“MediStream is precisely the type of hidden champion that ArchiMed looks to identify and partner with in healthcare,” says Vincent Guillaumot, co-founder and Managing Partner of ArchiMed. “We are leveraging our global network of healthcare payers, providers, suppliers, managers and consultants to help MediStream’s highly capable existing management team accelerate international growth and innovation.”

acquisition of control of

MediStream Financial Due Diligence Provider

Commercial Due Diligence Provider

As MediStream pursues expansion, ArchiMed will also provide balance sheet support through equity and the group’s extensive banking relationships.

“ArchiMed’s deep sector knowledge and the group’s impressive global networks in healthcare and finance make them the ideal growth catalyst for us,” says Alberto Scoccianti, chief executive of MediStream.

Scoccianti and other senior managers sold no equity in the MediStream transaction and hold substantial stakes in the company, with the opportunity to grow those stakes through performance-based option packages. n

90 Acquisition International October 2014

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Healthcare Deals

ProQR IPO ProQR Therapeutics N.V. (Nasdaq:PRQR) announced the closing of its initial public offering of 8,625,000 ordinary shares at a public offering price of $13.00 per share, which includes the exercise in full by the underwriters of their option to purchase 1,125,000 additional ordinary shares. The aggregate net proceeds to the Company, after underwriting discounts and commissions and other estimated offering expenses, will be approximately $102 million. The company’s ordinary shares were approved for listing on the NASDAQ Global Market and began trading under the symbol “PRQR” on September 18, 2014.

Leerink Partners and Deutsche Bank Securities acted as joint book-running managers for the offering.

JMP Securities acted as lead manager, and H.C. Wainwright & Co., LLC acted as co-manager for the offering.

IPO

Financial, Reward and Tax Advisor

About ProQR We are an innovative biopharmaceutical company engaged in the discovery and development of RNAbased therapeutics for the treatment of severe genetic disorders, with an initial focus on Cystic Fibrosis.

Utilizing our unique, proprietary RNA repair technologies, we believe we will be able to treat genetic disorders in which a single protein is defective due to certain types of genetic mutation. We believe that this is a unique approach that offers advantages compared with small molecule, gene therapy and other therapeutic strategies. n Legal Adviser to the Purchaser

Auditor

Alivira Animal Health Ltd acquisition of Provet Veterinary Products Alivira Animal Health Ltd has entered into an agreement to acquire 60 per cent stake in Provet Veterinary Products, Turkey.

Alivira Animal Health Ltd acquisition of

Commenting on the announcement, SeQuent CEO Manish Gupta said: “Provet provides us the right platform to aggressively expand our veterinary formulations business in MENA and CEE regions” GSG Attorneys at Law represented SeQuent Scientific Limited, Bangalore, India, this was their first engagement with this client.

Nilgün Serdar Şimşek

Legal Advisers

Their team was led by Nilgün Serdar Şimşek (Managing Partner), Yavuz Dayıoğlu (Manager) and Sezil Şimşek (Manager). They commented: “We provided a fully comprehensive legal due diligence of the Target company in Turkey, as the first stage in the formation of a joint venture. The acquisition was of a stake in a major animal pharmaceutical and healthcare brand in Turkey.”

“We provided our client a valuable insight into the Target company against the background of the industry sector and business practices in Turkey by producing a high quality due diligence report. “

Yavuz Dayıoğlu

“We proceeded to represent the client throughout the transaction, including the drafting, negotiation, signing, and closing phases. This involved the drafting and review of all transaction documents, attending negotiation meetings, providing legal opinion throughout the course of the transaction, and ensuring the necessary corporate formalities were addressed to realise the transaction.”

Financial Due Diligence Provider & Tax Adviser

“This strategic acquisition for Sequent will allow Provet to develop in the regional market by expanding operations and building on a strong base as a leading firm in Turkey’s veterinary pharmaceuticals industry.”

Sezil Şimşek

https://www.gsghukuk.com | https://en.gsghukuk.com n

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Industrial Deals

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

Mark Zimmer

Lonsdale Capital Partners acquires Suominen Flexible Packaging Lonsdale has announced its acquisition of the flexible plastic packaging businesses of Suominen Corporation. Suominen Flexibles supplies printed plastic film and certain converted products for consumer and industrial applications from three factories in Finland and Poland. It also has sales offices in Sweden and Russia. In 2013, Suominen Flexibles had net sales of c €60 million.

acquires

Lonsdale is acquiring the business for €20 million plus a small earnout. The management team and Suominen Corporation will own significant minority stakes in the business going forward. Debt facilities were provided by Nordea Bank Finland and a vendor loan by Suominen Corporation.

The company operates in a sector well-known to Lonsdale, particularly Alan Dargan who has been a principal and advisor for over 25 years in the packaging and paper industry. Alan commented “The existing management team and staff at Suominen Flexibles, led by Reima Kerttula, have grown profits significantly in 2014. Our objective is to build on and grow Suominen Flexibles in the Nordic countries and in central and eastern Europe. We are confident that Suominen Flexibles, led by incoming CEO Borge Kvamme and Deputy CEO Reima Kerttula, with our focus and resources will have a bright future”.

Virtual Data Room Provider

Legal Adviser to the Equity Provider

Borge Kvamme who until recently was CEO of Kobusch, a European flexible packaging business headquartered in Germany, added “We have acquired a group with experienced and ambitious management and staff. The deep knowledge that Suominen Flexibles has of the plastic packaging sector, its core asset, will be strengthened by enhanced customer focus, increased efficiency and a boost in innovation”.

Reima Kerttula said that “Lonsdale is the perfect future partner for Suominen Flexibles, providing the focus and resources that Suominen Flexibles deserves in order to fulfill our ambitions in our attractive markets, further develop our operations and serve our customers even better.” n

Lonsdale is the perfect future partner for Suominen Flexibles, providing the focus and resources that Suominen Flexibles deserves” 92 Acquisition International October 2014

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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

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Support Services Deals

Maven investment in Crawford Scientific Maven has completed a £3.9m investment in Crawford Scientific (Crawford), investing alongside founder Sam Crawford and the senior management team, as part of a strategic plan to grow the business in the UK and internationally.

Established in 1985 and with a turnover now in excess of £10m, Crawford provides chromatography consumables, instrument parts and technical services to a wide range of industries including the pharmaceutical and oil & gas sectors. Located in Strathaven, 15 miles south of Glasgow, the business supplies laboratories across the UK, mainland Europe and the USA. Crawford’s customer base includes a number of blue-chip clients such as GlaxoSmithKline, AstraZeneca and BP. The new investment will afford Crawford the opportunity to pursue its organic growth strategy with a particular emphasis on its service offering, develop new markets and actively look at strategic acquisition opportunities.

merger with

Financial Adviser to the Vendor

Pensions and Actuarial Adviser

As part of the transaction Sean Kerr will join the board as Chairman. Sean brings a wealth of experience from his prior role as MD of Exova Europe and will help support the business as it enters its next phase of growth.

David Milroy, Investment Director at Maven, said: “Sam has done a fantastic job in building the business and has surrounded himself with a great team. We have been impressed by the technical capability of the individuals that enables the company to present to the market a true end-to-end Chromatography offering. The business is well positioned to take advantage of future opportunities open to it and this is underpinned by a favourable outlook for its target markets. We look forward to working with Sam and the wider team to deliver our shared growth ambitions.”

Sam Crawford, Managing Director at Crawford Scientific added: “We are delighted to be partnering with Maven and look forward to working with them to help build further on the company’s achievements to date. We have a very capable and driven team at Crawford who have the success of the company at the heart of everything they do, ensuring that we deliver a valued service to our customers. Our people are key to the future growth of the business and this transaction will enable them to share in that success.

Crawford is in a fantastic position to deliver further growth in the coming years and we are delighted that we will be able to draw upon the experience of both Maven and Sean Kerr as we move forward.” n

Financing of Dogus Group at Dalmacija and Borik Marinas

Financial Adviser to the Equity Provider

Tax Adviser

Risk & Insurance Due Diligence Provider

Financing of

Dogus Group recently negotiated, coordinated, and ultimately accepted a EUR 30 million loan from the EBRD and syndicated lenders for the refurbishment of the Dalmacija and Borik marinas, which the firm describes as having “a key role in boosting nautical tourism along the coast of Croatia.”

Pekin & Pekin acted as Turkish legal counsel to European Bank for Reconstruction and Development (“EBRD”), Privredna banka Zagreb d.d. (“PBZ”) and Erste & Steiermärkische Bank d.d. (“Erste”).

The team at Pekin & Pekin was led by Mr. Ahmed Pekin, the founding partner of Pekin & Pekin. Mr. Pekin and Senior Associate Arzu Basmacı spearheaded the effort with other members of the Banking & Finance team.

at Dalmacija and Borik Marinas

Legal Adviser to EBRD

Pekin & Pekin’s role as Turkish legal counsel was focused on conducting a due diligence in regards to the project, reviewing and revising the finance documents from a Turkish law perspective and providing a capacity and enforceability legal opinion.

At Pekin & Pekin, our knowledge in this area of the market leads us to view this transaction as indicative of a trend in financing transactions of this scale and scope involving large intergovernmental lenders and multinational companies and banks having a transnational aspect involving Turkey. Our history and market leading experience in this area leads us to believe more transactions like this one are on the way.

You may contact Pekin & Pekin at: postmaster@pekin-pekin.com n

Legal Adviser to the Dogus

Arzu Basmacı

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Support Services Deals

Infrastructure India plc Infrastructure India plc, the infrastructure fund investing directly into assets in India, is pleased to announce that the proposed placing of 337,607,041 new ordinary shares of 1p each (“Ordinary Shares”) in the Company (the “Placing Shares”) at a price of 18 pence per share (the “Placing Price”) has been closed, raising approximately US$102 million before expenses (the “Placing”).

The Placing Price represents a premium of approximately 24 per cent. to the mid-market closing price of an Ordinary Share of 14.50 pence on 14 July 2014 (being the latest practicable date prior to the announcement of the Placing).

As a result, the combined direct and indirect interests of GGIC and Barnet in the Company will now rise from GGIC’s current indirect interest of 175,324,980 Ordinary Shares, representing 51.17 per cent. of the Company’s existing issued ordinary share capital, to a combined 512,932,021 Ordinary Shares, representing 75.40 per cent. of the issued share capital of the Company, as enlarged by the Placing Shares.

GGIC and Barnet are deemed to be acting in concert within the meaning of the City Code on Takeovers and Mergers (the “City Code”). As a result, and in accordance with note 11 to Rule 9.1 of the City Code, Barnet’s subscription for the Placing Shares does not give rise to an obligation to make a general offer for the Company under the City Code.

Financial Adviser

Smith & Williamson Corporate Finance Limited acted as nominated adviser and financial adviser to IIP and coordinated the advisory team and managed the process to completion. We also provided the advice needed for the fairness opinion statement made by the independent directors of IIP. The team at Smith & Williamson was led by Azhic Basirov, Managing Director, Capital Markets and included Ben Jeynes. Mr. Basirov commented: “We acted for Infrastructure India plc (“IIP”) which has been a client of ours since its original IPO in June 2008.”

Azhic Basirov

Corporate Adviser

“The financing places IIP in a strong financial position to complete the construction of its key infrastructure assets. In particular, the proceeds of financing will enable IIP to complete and commission all four terminal facilities at is VLMS unit, with two terminal facilities commencing operations this fiscal year.” n

Sovereign Capital investment in Willows Following the close of its £395m fourth fund, Sovereign Capital, the UK private equity Buy & Build specialist, is pleased to announce that it has completed a significant investment in Willows Veterinary Centre and Referral Service (“Willows”), one of the leading specialist veterinary centres for small animals in the UK. Located in Solihull, West Midlands, Willows provides specialist referral services in: orthopaedics, ophthalmology; neurology; soft tissue surgery; internal medicine and oncology as well as first opinion veterinary services.

It operates out of a 32,000 sq. ft. state-of-the-art hospital with facilities including: 6 operating theatres, 14 consulting rooms, a specialist diagnostic imaging department, an isolation ward and an intensive care unit. The hospital is staffed by veterinary surgeons and qualified veterinary nurses 24 hours a day, 365 days a year.

investment in

Advisers

Sovereign will work with Willows’ management team to expand the business to meet the increasing demand for its specialist services.

This acquisition sees Sovereign re-enter the veterinary services market after its successful investment in CVS, which had become the largest group of veterinary surgeries in the UK when listed on AIM in 2007.

Neil Cox, Director, Sovereign Capital, commented: “Over the past two decades Willows has developed an outstanding reputation among both first opinion veterinary surgeons and animal owners for the quality of its specialist services. We are delighted to be partnering Willows’ experienced management team to help them reach an even larger client base through a carefully structured programme of growth and development for the business.”

Lynne Hill, CEO, Willows, commented: “Having known Willows for many years I’m excited about the growth strategy that has been developed with Sovereign. It was imperative that any investment partner shared Willows’ founding ethos – the commitment to excellence and continual improvement – and it’s clear that Sovereign shares those values. I very much look forward to leading Willows in this next stage of its evolution.” n

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Support Services Deals

Forte Oil plc acquisition of 100 trucks Forte Oil plc, Nigeria’s foremost petroleum products retailer is proud to announce that it has acquired one hundred (100) brand new product delivery trucks in line with its strategy to sustain operational efficiency and attain exceptional product throughput.

The Mercedes Benz trucks, which was financed through equity and debt provided by Heritage Bank, is a significant addition to the over 1000 existing trucks its fleet operations as the company takes an audacious step toward an unrivalled market dominance in the Nigerian downstream sector.

Commenting Mr. Tunji Rabiu, Head Business Operations said: “As a distribution and marketing Company, we believe our customers deserve superior service delivery, which remains our major focus, in addition to operational efficiency. We’re changing the landscape by taking this giant step of investing in large scale trucks acquisition and as such set a new standard for product distribution in our industry”.

Heritage Banking Company Limited led by Adeseun, Niyi - Executive Director, Corporate Banking and Osiyemi Oluwaseun - Group Head, Corporate Banking were Relationship Manager and Transaction Facilitator. They commented: “The bank provided the platform to source and utilize funds for the Assets Acquisition Finance Facility Line that was availed the client while the team ensured that processes and procedures were deployed as efficiently and professionally as possible to see the transaction to a successful conclusion.”

acquisition of 100 Trucks

Debt Provider

“The major business benefit to the client would be improved Logistics and product haulage efficiency cross Country. The importation of these initial 100 trucks is the first phase of the Company’s strategy to replace aged trucks with a minimum of 200 units in two years.”

“More ecstatic geographical presence that would improve its brand integrity.”

“The transaction was a land mark event for both bank and the client with regards to the Deal Size and Turnaround Time: (Transaction initiation, delivery and commissioning of the Trucks spanned between May - August 2014)” n

Family Investments merger with Engage Mutual Engage Mutual has announced that the Board has made a formal recommendation that the Society merges with Family Investments to form one of the UK’s largest mutual insurers with over 2 million customers. The organisation would focus on helping families work together across generations, to save, invest and protect.

merger with

Together, Engage and Family would have approximately £6 billion assets under management, with members of both boards and executive teams represented in the new organisation. It is envisaged that current Engage Chair, Christina McComb would become Chair of the joint organisation and Family Chief Executive, Simon Markey, would become Chief Executive.

Engage Chairman, Christina McComb, said: “It is clear to the Board that to join forces with Family would be in the long term best interests of our members. A merger with Family would accelerate our strategic intent to create a customer-owned business that delivers unmatched value, service and customer benefits. We believe that combining our businesses would demonstrate the value of the mutual model through consolidation of our considerable individual financial strengths while maximising joint skills and capabilities to deliver a broader range of products and services to help families of all ages at key life stages.”

Virtual Data Room Provider

Engage Chief Executive, Peter Burrows, said: “What matters to us is what matters to our customers. We believe being stronger together as a single business is the best way for us to deliver greater value, long term strength, and make a positive difference to the lives of our customers and their families. We will now seek the approval of our membership to merge with Family on this basis.”

Anna Scott

Merrill DataSite, led by Anna Scott, director, provided the virtual data room for due diligence. “Merrill DataSite was engaged in the project via one of the advisors.

Throughout the due diligence phase of this deal, we secured more than 50,690 pages of information, helping the merger towards its successful conclusion.”

Anna.Scott@merrillcorp.com +44 (0)207 422 6263 www.datasite.com n

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Support Services Deals

Standard Life plc sale of its Canadian business to The Manufacturers Life Insurance Company Manulife Financial Corporation (“MFC”) has announced that The Manufacturers Life Insurance Company (“MLI”) and Standard Life Oversea Holdings Limited, a subsidiary of Standard Life plc, have entered into an agreement under which MLI will acquire the Canadian-based operations of Standard Life plc for approximately $4 billion in cash at closing, subject to certain adjustments.

sale of its Canadian business to

“Several months ago, Standard Life decided to explore the sale of its Canadian operations through a competitive process,” said Donald A. Guloien, President and Chief Executive Officer, Manulife. “We are delighted to be named the successful bidder.”

“Excluding transition and integration costs, after the first year we expect the transaction to be accretive by approximately 3¢ to EPS per year over each of the next three years,” added Mr. Guloien. “It will also increase our earnings capacity beyond our 2016 core earnings objective of $4 billion. This transaction, and the financing, maintain our strong capital position, and in no way inhibit our ability to pay dividends.

In fact, it will enhance our ability to increase dividends in the future. The transaction will improve core earnings, however the transition costs reported in core earnings will create a modest, temporary headwind on our core ROE objective of 13%.”

With respect to Standard Life’s operations in Quebec, Mr. Guloien said “One of the key reasons we were interested in this company is its people in Quebec: we want to increase our presence in the province and use the very talented employee base to grow and expand our business in Quebec, throughout Canada and indeed the world.”

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Tax Adviser

“This transaction also allows us to leverage Standard Life’s strong presence, and deep understanding of the unique attributes of the Quebec market,” said Marianne Harrison, Senior Executive Vice President and General Manager, Canadian Division, Manulife. “We will build on Standard Life’s nationally-recognized expertise in many aspects of financial services.”

Bryan Brighton

Representing Standard Life plc in the provision of the virtual data room for due diligence were Merrill DataSite, led by Bryan Brighton, director. Mr. Brighton commented: “Merrill DataSite was engaged directly by Standard Life, who secured more than 270,000 pages on their VDR during the due diligence phase, and the process ran very smoothly to a successful close.”

Bryan.Brighton@merrillcorp.com | www.datasite.com n

Financial Adviser to the Vendor

Acquisition International October 2014 97

At Merrill DataSite, security means everything to us.

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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.

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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 October 2014 99

Acquisition International’s monthly lifestyle section...

playHARD

Heaven is a place onEarth

and you can find it at the Belmond Hotel Cipriani...

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Heaven is a place on and you can find it at the Belmond Hotel Cipriani

“ Belmond Hotel

Cipriani can only be described with one word - Bellissimo!

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102 Acquisition International October 2014

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Earth

Venice, the water city is renowned for its architecture and history, famed for its beauty and culture and awarded for its cuisine. Visting Venice is not just about ticking boxes, it’s all about enjoying its intoxicating magic and reveling in what can only as described as one of the most romantic places on Earth.

On most occasions travelling from the destination airport to your holiday location can be rather dull and somewhat an inconvenience but in Venice the only way to travel is by boat, a 1920s speed boat, with a Bellini. As you swerve through the waves of the lagoon, the history of this city captures your mind body & soul, you really do understand why these multicolored buildings, interconnecting bridges and canals have served as muse to many a playwright over the years.

On the tip of Giudecca Island, the Belmond Hotel Cipriani, is located, this luxury hotel commands unrivalled views of the lagoon and Doge’s Palace.

Steeped in Venetian style, it is known for interiors decorated in exquisite local artefacts, classic cuisine with an innovative twist and the most fabulous swimming pool in the city.

The iconic Belmond Hotel Cipriani, the preferred hotel of the social elite sits beside the Venetian lagoon looking out towards St Mark’s Square and consists of 39 Rooms in total, all with a view die for.

The is much to do in Venice, from sightseeing to visiting the theatre, eating & drinking and of course seeing the city’s famous canal network by gondola.

But at the end of long busy day, a relaxing rest at the Ciprinai is the only thing left to do on the itinerary. As the sun sets on the horizon, head for the Belmond Hotel Cipriani’s Gabbiano Bar located by the pool and order a mouth-watering cocktail…Heaven.

Venice is not only famed for its beauty but also its cuisine, the hotel’s restaurant Oro, headed by Davide Bisetto, the first Italian chef to be awarded two Michelin stars in France is a must and the only place you can enjoy Venetian Gastronomy.

With ‘Enoteca, La Via Della Sete’, boasting a wine collection of over 1,000 select labels coupled with the finest Italian ingredients, Bisetto has reinterpreted the historic Venetian hotel’s gastronomic tradition with his acclaimed culinary creativity. Signature dishes include ‘Red Prawn and Spider Crab au Naturel with Pink Grapefruit Aspic, Citrus, Sant’Erasmus Cucumber Sorbet and Bloody Mary Water’ and ‘Sea Bass Drenched in Marostica Extra Virgin Olive Oil with a Garden of Lagoon Vegetables’.

Belmond Hotel Cipriani Giudecca 10, 30133 Venice, Italy Tel: +39 041 240 801 Email: info.cip@belmond.com Reservations: 0845 0772 222

Acquisition International October 2014 103

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Aurora Inspiring Luxury Lucky souls discovering the luxuriously comfortable Hotel Rangรก in Iceland have just possibly found the finest way on Earth to enjoy the majestic Northern Lights.

104 Acquisition International October 2014

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Located between the towns of Hella and Hvolsvöllur on the south coast and just off the Icelandic ring road, the Hotel Rangá is about a two hour drive from Keflavik Airport and little over an hour east of Reykjavik. Largely a remote country almost by definition, it is easy to get a sense of heading towards the back of beyond as you make your trip.

Such feelings are soon spirited away as the Hotel Rangá, surrounded by the ubiquitous panoramic scenery, comes into view. A luxuriously comfortable countryside hotel built in a traditional log-cabin style, it already has a reputation for the high quality of its food, accommodation and customer service.

Frequented by high net-worth individuals and discerning honeymooners, the fact that is also favoured by many Icelanders is testament to the prestige offered.

Also ideal for ground-shaking business leader meetings, the hotel offers 51 non-smoking rooms.

Well-appointed and with a real sense of cosy luxury, there are 24 standard rooms, 20 deluxe rooms and seven suites – each one individually tailored for each continent of the world.

A World of Luxury The standard rooms at Hotel Rangá provide guests with a choice of either a queen sized bed (5 rooms) and 19 rooms with twin beds. Nearly all are equipped with Jacuzzis and have views over the East Rangá River or the famous volcano Mt. Hekla.

culinary delights of the Mediterranean, it is all about predominantly local, fresh and high quality ingredients. With its European and Scandinavian gourmet Christmas Buffet enjoying world renown, visitors staying at the hotel in November and December have an extra treat to look forward to.

Light Up Your Life with the Aurora Borealis With its impressive location Hotel Rangá is perfect to discover everything this constantly shifting land has to offer. Whether exploring the highlands, the glaciers or the nature reserves, the volcanoes, black sandy beaches or magnificent waterfalls, this is an ideal base.

It is very likely that you are planning your Iceland trip to witness the Aurora Borealis of course and for that, the Hotel Rangá is perfect. Though the Northern Lights do descend south more frequently with the Sun being in a period of turmoil at the moment, you can never experience the sheer thrill of seeing them this far north.

It is quite simply inspirational, with few people left unaffected by the beauty and intrigue of the cascading blues, purples, yellows, reds, greens and every colour in between. Without any interruption from light pollution, when skies are clear above the hotel, it would be hard to find a better location. For the real experience head here in the winter and, perhaps, take a cool drink to one of those outdoor Jacuzzis. If it is late though, there is no need to worry. The hotel offers a wake-up service so you do not miss the light show.

“

With its impressive location Hotel Rangá is perfect to discover everything this constantly shifting land has to offer.

Deluxe rooms offer even more luxury and higher levels of comfort. Three rooms are equipped with twin beds while the other 17 have king-sized beds. All offer 26m² of luxurious spaciousness. The rooms face the river, Mt. Hekla or the outdoor Jacuzzis.

The suites at Hotel Rangá are all individually themed in keeping with each of the seven continents.

Providing guests with the ultimate in hotel comfort and relaxation, staying here is simply entering a world of luxury.

The size of the suites range from the truly impressive 40m² to the staggeringly large 74m². Designed with the latest décor and fixtures and furnishings, each item has been carefully sourced from the continents they represent. The Junior Suites allow you to stay in Asia, Australia, North America or South America while the Master Suites offer you Africa and Antarctica. The Royal Suite is a European affair.

The food at Hotel Rangá is as stunning as the rooms and the surrounds. Located right next to the salmon-stocked-like-sardines East Rangá river, it is unsurprising that many ‘Rekis’ make the hour long trip for dinner on frequent occasions. Offering a la Carte, lunch and bar menus, along with a true connoisseurs wine list, the restaurant and bar area is wonderful for relaxing with friends.

With a ‘Farmers Market’ concept and combining modern Nordic cuisine with the traditional

”

Though the Aurora Borealis are the highlight of many an Icelandic trip there is so much more to do.

Stargazing at Hotel Rangá is another joy with those clear skies still beautifully lit up even if the Northern Lights are not playing with the atmosphere. To take even more from the experience, you may want to head to the exciting new Hotel Rangá Astronomical Observatory, complete with roll-off roof and two high quality computerized telescopes.

During the day Iceland is quite simply the best adult playground in the world, with the hotel able to organise ‘Super Jeep’ tours, ATV motorbikes, cave exploration in Iceland, dog sledding, glacier tours and so much more. With less adventurous activities such as bird watching, golf, whale watching and cultural tours also available, a must-do is the trip to the Eyjafjallajökull Erupts visitor centre, to really get the lowdown on the volcano that disrupted thousands of flights back in 2010.

No matter the reason for your visit though, Iceland and the Hotel Rangá will make the perfect destination. Just do not get put off by Hrammur, the towering 10-foot tall polar bear in the hotel reception.

For more info and reservations...

Tel: +354 487 5700 Email: hotelranga@hotelranga.is Web: www.hotelranga.is Acquisition International October 2014 105

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