Acquisition International November 2011 by AI Global Media

November Issue 2011

ACQUISITION INTERNATIONAL The Voice of Corporate Finance

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Also in this issue... • Acquisition of a 51% stake in Sensormatic Turkey by Securitas • Acquisition International Magazine's 2011 Financial Review • Austria, a Location for International Arbitration • Protecting Intellectual Property in M&A transactions

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Turkey: Defeating the Odds

Editor’s comment Undoubtedly 2011 has been another tough year for law firms across the globe, with many still facing the real prospect of having to take out further cost to survive and a number of high profile domestic and international mergers being driven by the stability consolidated turnover brings. However, it’s not been all doom and gloom, and there have been a number of notable exceptions: both on a regional and specialist basis. 2011 has seen a great deal of infrastructure investment driving a great deal of domestic activity. In the UK domestic market, SaaS businesses have continued to see a lot of interest from trade and institutions alike and care homes and services still seem popular assets to acquire. This month, Acquisition International marks and celebrates the finalists and the winners of the Inaugural AI Legal Awards 2011. With over 7000 nominations across 48 categories, the nominations were fiercely fought for and hard won! Awards aside, this month’s issue is packed full of topical reviews spanning the globe and various specialities! We also highlight “ The Deals Of The Year” and not forgetting the AI yearly financial review. Enjoy the issue and don’t forget to check out the winners of AI Legal Awards 2011! Charlotte Abbott, Editor charlotte.abbott@acquisition-intl.com

How to contact AI AI welcomes news and views from its readers. Correspondence should be sent to Acquisition International, Blakenhall Park, Barton under Needwood, Burton on Trent, DE13 8AJ. Telephone 0844 809 4788 or email reception@acquisition-intl.com. For more information visit www.acquisition-intl.com Production by Grapevine Print & Marketing Ltd. 01903 531 531.

Contents News

Deal Guru

Travel & Leisure deals

Sector Talk

Deal of the Month

AXA real estate aquires a European hotel portfolio

Sensormatic Turkey

On the Cover

Sector Spotlight

Turkey: Defeating the Odds 12 Resolving conflicts through mediation 14 Introducing the Personal Financial Planner 16 Offshore: Doing Business in Luxembourg 18 Austria, a location for International Arbitration 20 2011 Financial Review 23 International Company Formations: Doing Business in 28 Doing Business in the Seychelles 33 Protecting Intellectual Property in M&A Transactions 34 Investing and trading in South Africa 37 International Corporate Tax analysis 2011 38 Mining & Energy M&A Report 42 The Emerging Force of the Boutique Law Firm 45 Germany, a Location for International Arbitration 48 How to Attract Foreign Investment 51 Deal Diary Deal of the Year

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Three

News

SAP continues Seven new partners at to search for Gide Loyrette acquisitions Nouel

Software company SAP has announced that in the wake of its purchase of Business Software and Sybase it is looking for further acquisition opportunities. Sam Jardine, associate in the TMT Group at international law firm Eversheds, comments on M&A and the need to innovate and acquire in the tech sector: “Innovate or go quietly into the night” to misquote Dylan Thomas. “Not getting left behind is what is driving M&A in the tech sector. But is it really just “buy or die”? You also need to be able to integrate to be successful. You may acquire a great product offering, but how do you integrate and develop if there is a cultural mismatch? When the acquisition fanfare stops, the integration hard yards start.” “This is a pivotal time for supertankers SAP and Oracle. Many in the industry are questioning whether they and their kind will be able to keep pace with smaller, nimble young guns. In the face of such competition the big industry players will need to take steps or risk losing their market share. SAP and Oracle have taken divergent approaches to acquisitions, but converge on a fundamental understanding of the need to innovate to keep pace. Oracle sees strategic acquisitions as core to growing its business, (its website points to around 70 purchases since 2005) whereas SAP appears to have acquired fewer than half that number.

“In a highly fickle market where demanding customers seek out the best, the brand loyalty towards most innovative products is only as good as what is being sold. Companies will need to focus on innovation as well as making and integrating strategic acquisitions if they are to survive in an increasingly tough environment.”

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ide Loyrette Nouel ("GLN") is pleased to announce the appointment of seven new equity partners, effective from 1 January 2012. These promotions concern the Intellectual Property / Telecommunications, Media and Technology; Real Estate; Competition / International Trade; Employment Law; Banking & Finance; and Mergers & Acquisitions / Corporate firm wide practice groups. Pierre Raoul-Duval, Senior Partner at the Firm commented: "These appointments reflect the scope of Gide's centres of excellence, ranging from traditional sectors to cutting-edge practices that have developed to cater to the latest developments in the business world. I congratulate our new partners and take pride in the fact that their talent and commitment are helping to nurture our tradition of providing clients with faultless service throughout the world."

Raphaëlle Dequiré-Portier Gide Loyrette Nouel Paris Intellectual Property / Telecommunications, Media & Technology Hugues Moreau Gide Loyrette Nouel Warsaw Real Estate Emmanuel Reille Gide Loyrette Nouel Paris Competition / International Trade Renaud Rossa Gide Loyrette Nouel Paris Mergers & Acquisitions / Corporate Foulques de Rostolan Gide Loyrette Nouel Paris Employment Law Rémi Tabbagh Gide Loyrette Nouel Paris Banking & Finance Thomas Urlacher Gide Loyrette Nouel Beijing Mergers & Acquisitions / Corporate

Guernsey hosts former Prime Minister of Sri Lanka The former Prime Minister of Sri Lanka, Rt. Hon. Ranil Wickramasinghe, was in Guernsey on Monday 14th November to hear about the Island’s finance and e-commerce sectors.

Donald Simpson, a Partner of law firm Turcan Connell which is headquartered in Edinburgh but also owns Saltire Trustees based in St Peter Port.

Deputy McNulty Bauer said: “It was extremely interesting to meet with the former Prime Minister and this high-level delegation from Sri Lanka. Certainly they seem very impressed with Guernsey and how we have managed to develop our economy. The delegation was extremely keen to learn as much as possible about how we have grown both our financial services and e-commerce businesses. It is a huge compliment to Guernsey that they should have such positive perception of us and of course, it may be that this visit is able to forge new links between the two jurisdictions which will be mutually beneficial in the long term.”

Miss Le Poidevin added: “The delegation was extremely keen to learn more about Guernsey’s history and progress as an international finance centre and how this might be able to provide a basis for similar developments in Sri Lanka. In addition, of course, we are currently looking to diversify our business base by attracting flows from the ‘emerging’ markets, including India and Sri Lanka’s close links with this market means that there are potential opportunities for us in Guernsey. It is very early days but it may be the case that these new relationships can form the basis of something more substantial going forward which will benefit Guernsey’s finance industry in the future.”

The delegation was accompanied by

News

Group Brings ClientFocused Products Based On Liquidity, Flexibility And Security To The Market EFG Financial Products Group on November 9th announced the roll out of its services in the United Kingdom with the opening of a London-based office, a branch of its subsidiary EFG Financial Products (Europe) GmbH. The EFG Financial Products Group, headquartered in Zurich, Switzerland, designs innovative investment products based on a leading state-of-the-art and fully integrated structured products platform. To meet the most rigorous client requirements, the group aims to set new standards in stability and flexibility. Its goal is to provide maximum transparency to the markets and act as a market maker, in selected markets providing liquidity to investors at all times. Jan Schoch, Chief Executive Officer of the parent company of the EFG Financial Products Group, said: “We have become a market leader in Switzerland in just four years and are very excited to be expanding through the opening of the branch, into London, one of the most important financial centres in the world, where we hope to replicate our success. With one of the most experienced teams of experts in the structured products industry and a fully

automated, state-of-the-art platform built from scratch, we have the tools and experience to serve the UK market.” Alex Robinson, Branch Manager of EFG Financial Products (Europe) GmbH, London branch, said: “The UK is following other European countries in increasing the use of derivative based products. The clientfocused product and security solutions have been specially designed to offer maximum liquidity, flexibility and transparency. We believe that this combined with our focus on clients’ access to information will meet the needs of the sophisticated British investor.” The structured products issued by EFG Financial Products Group companies are guaranteed by EFG International AG, a global private banking group operating in 50 locations in 30 countries with over 2,400 employees. The opening of the London office furthers EFG Financial Products Group’s ambitious international expansion. Headquartered in Zurich, it currently has subsidiary offices in Guernsey, Monaco, Hong Kong and its European distribution platform EFG FP (Europe) GmbH, headquartered in Frankfurt, has offices in Spain, France and now London. Further regional expansion efforts are planned.

Daniel Stewart Securities Plc Joint Co-operation Agreement with Clarkson Capital Markets. Daniel Stewart, the investment bank offering corporate advisory and institutional stock broking services, is pleased to announce that it has signed a Joint Co-operation Agreement with Clarkson Investment Services (DIFC) and Clarkson Investment Services Ltd, collectively known as Clarkson Capital Markets (“CCM”), giving the Company access to the lucrative Middle East marketplace and CCM’s powerful research and investment banking capabilities. Peter Shea, CEO, commented: “Given the tough global economic conditions, we believe it is important not only to diversify our offering to our clients but also to enhance our geographic footprint. CCM is an established, experienced global player headquartered in Dubai with offices in London, New York and Houston and this agreement gives us access to high quality research and investment banking capabilities in the transport, maritime and the energy sectors. We are delighted to be working closely with a company of this calibre, and we look forward to this partnership generating significant benefits for the customers of all parties involved. ” John Sinders, CEO of Clarkson Capital Markets commented: “We are excited to be working with Daniel Stewart and its excellent equity distribution platform which will enable CCM to substantially enhance its research and investment banking capabilities into the UK market and throughout Asia.”

Five

The

The Deal Guru

DEAL

GURU Emily March & Matt Albert

Global M&A predicted to rise by over €250bn in 2012

ptimism high in spite of concerns over global economy, says second annual NetJets Europe / mergermarket study into M&A environment 15th November 2011, London – The second annual study of the European deal making climate supported by NetJets Europe shows continued optimism for market activity in 2012 despite the global economic turmoil. It predicts significant rises in deal volumes and values, particularly in cross-border transactions, in the year ahead. Over half of respondents (53%) expect M&A activity to rise in the year ahead, with the value of activity increasing by €251bn to nearly €2 trillion, a 14.5% leap from 2011. However a significant proportion (13%) expressed a lack of confidence in the outlook for the year ahead. The second annual ‘Doing the Deal’ study examines the views of 150 European deal makers across private equity, investment banking, accounting and legal firms, who collectively were involved in deals in excess of €158 billion last year. Conducted by

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mergermarket’s M&A research arm, Remark, the study unveils a number of key insights into the M&A landscape for the year ahead. “Historic volatility aside, survey results show that deal makers are largely optimistic in their outlook for the coming year. Sharp variations in country-specific attitudes are made clear throughout this report but on the whole, European deal makers are confident that a strong appetite for growth, consolidation in key industry sectors and a backlog of private equity exits will fuel M&A activity through 2012,” says Matthew Albert, Research Director at Remark. Opportunities and challenges Consolidation is a trend we’ll see more of in 2012 with 45% of respondents citing it as a key driver of M&A activity in the year ahead. However, an upturn in opportunistic M&A was also identified, with buyers expected to move quickly to catch bargains, possibly forcing the issue with hostile or aggressive acquisitions in uncertain market conditions. Disposing of non-core assets, a trend seen through the downturn, remains a key driver for 38% of sellers. Finance

remains tight and the economy remains uncertain, however, with gaining access to financing (55%) and lingering economic weakness (52%) cited as the key challenges to M&A growth in 2012. Industry and National opportunities The energy & resources industry is expected to be most active on the M&A front in 2012 and in the future with 44% of respondents expecting it to be a key market for consolidation and strategic acquisition in the year ahead, and 42% expecting it to remain active over the next five years.. While this sector has only accounted for 10% of total deal volume, it has dwarfed others in terms of deal making value, accounting for a quarter of global M&A. Financial services (37%), Technology, Media and Telecoms (30%) and Pharmaceuticals, Medical and Biotech (29%) acquisitions are expected to be very active in the year ahead. In line with recent economic trends, emerging markets such as China (48%) and India (39%) were highlighted as those expected to be most active for M&A in the year ahead. The US (35%), Brazil (29%) and

The Deal Guru

Germany (23%) completed the top five. The UK fell to eighth position from fourth last year, with only 12% of respondents expecting it to be the most active M&A market in the year ahead. Cross border M&A The rise of the Asian market, particularly China, has led to greater enthusiasm for cross border M&A in the year ahead, with significantly more respondents expecting an upturn relative to the overall M&A market (76% for cross border vs. 53% overall). Respondents expect this to amount to growth in cross-border M&A of €101billion in real terms, 40% of the global upswing expected for the year ahead. Respondents say that cross-border M&A is motivated principally by the need to enter fast growing markets (55%), particularly in the context of slower-moving developed economies, but also to increase market share and broaden corporate geographic footprints (54%), achieve economies of scale (45%) and capture international innovation (39%). Interestingly, companies in developing countries are often looking to the West to provide innovation. One respondent says: “Many Asian companies are looking to cross-border M&A for new technologies not available in their home countries.” Success factors for M&A in 2012 The majority (68%) of respondents believe that sourcing acquisition targets depends largely on gaining professional contacts. Deal makers commented that developing the right contacts enable them to spot key opportunities early on, when targets are being selected. 65% highlighted that building relationships and having face to face engagement remain the crucial elements to successfully complete an M&A transaction, outweighing the need to retain competent M&A advisors (47%) and understanding the regulatory frameworks at play (43%). “As markets continue to be volatile, deal-

makers are looking farther afield for opportunities: cross border M&A, exploration of new energy markets, and ensuring active deal pipelines deliver are key priorities for tomorrow’s successful M&A executives,” says Emily Williams, Director at NetJets Europe. “The power of close personal contact continues to be a major force in bringing in success in this space, one we see recognised by our owners as they use our fleet to take them to farflung destinations to create opportunities, forge relationships and execute business strategy.” About NetJets Europe NetJets Europe was founded in 1996 and today is the largest business jet company in Europe. As the only pan-European operator with its own fleet, NetJets Europe, through NetJets Transportes Aéreos (NTA), is uniquely capable of delivering a consistent, world-class service with an unparalleled commitment to safety and security. NTA was the first business jet operator to be awarded the IOSA certificate, the highest safety accreditation in the world. NetJets Europe employs a total workforce of more than 1,700 and has over 150 aircraft. NetJets Europe is the marketing agent of NetJets Transportes Aéreos S.A., an EU air Carrier. www.netjetseurope.com About mergermarket / Remark mergermarket is an independent Mergers and Acquisitions (M&A) intelligence service. Unlike any other service of its kind, mergermarket specializes in providing forward-looking origination and deal flow opportunities integrated with a comprehensive deals database - resulting in real revenues for clients. Remark is mergermarket's market research and publications division. Remark publishes M&A and Private Equity reports, industry sector and country insights, and thought leadership studies on a range of extant topics affecting corporations and their service providers.

Seven

Sector Talk

Travel and Leisure Deals S

ince 2006, there have been over 650 buyouts valued at over $150bn in the travel and leisure industry, a sector which includes the entertainment, fitness, amusement parks, and restaurants industries. Travel and leisure deal flow peaked in H2 2006, with 81 deals valued at $51.7bn completed during the quarter, with the $27.8bn acquisition of Harrahâ&#x20AC;&#x2122;s Entertainment led by Apollo Management and TPG during that period contributing heavily to this peak in deal value. With the onset of the financial crisis and the fallout from the Lehman Brothers bankruptcy, travel and leisure deal activity hit a low point in H2 2008, with only $1bn in deals in the sector completed in that period. As market conditions improved into 2010, deal flow in the sector rose to above $9bn in H1 2010 from 43 travel and leisure deals, and currently stands at over the $5bn mark for the current quarter, well below the boom-era peak of 2006 and 2007, but above the low points of late 2008 and early 2009. In relation to travel and leisure deals by region, the majority of capital is invested in North America, with North America typically representing close to 50% of the value of deals since 2006 in the industry. However, in 2011 to date Europe is matching the levels seen

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in North America, with 42% of the value of all travel and leisure deals based in Europe this year, in comparison to 41% in North America. This is the second year in which European deal flow into travel and leisure has surpassed the North America region, with 2008 being the other year this occurred, displaying the prevalence of European deals in this industry sector, in particular in times of greater economic turbulence. Since 2006, the Asia and Rest of World region has typically represented 15% of all deals in the sector, a figure which has remained stable over time. Leveraged buyouts account for the vast majority of deal flow in the travel and leisure industry, with 50% of the number and a massive 80% of the value of all deals in 2011 being accounted for by this investment type. Add-on deals, where a PE-backed portfolio company acquires a smaller rival or the assets of another company, represent a quarter of all travel and leisure deals in 2011, while growth and publicto-privates account for 17% and 7% of all deals in the sector, respectively. The largest deal in the sector in 2011 is the announced $3.4bn acquisition of Skylark â&#x20AC;&#x201C; a leading restaurant and dining company in Japan â&#x20AC;&#x201C; by Bain Capital from Nomura Holdings in October 2011.

Sector Talk

Number of Travel & Leisure Buyout Deals By Region: 2006 - 2011 YTD

Proportion of Travel & Leisure Buyout Deals By Region: 2006 - 2011 YTD

Aggregate Value of Travel & Leisure Buyout Deals By Region: 2006 - 2011 YTD ($bn)

Nine

Deal of the Month

AXA Real Estate acquires a European hotel portfolio

cquisition International speaks to Ariane Brohez, attorney (senior) and member of the general tax practice group where she advises national and international companies and investment funds on tax issues relating to M&A, holding and financing structures about Loyens & Loeff’s appointment on the AXA Real Estate acquisition of a European hotel portfolio and their 360° and “multi-niche” integrated approach. Loyens & Loeff was founded in the Netherlands by a group of tax advisors, and opened its Brussels office in May 1970. When, in 2001, 6 partners from a major Belgian law firm joined our Brussels office, we became a “full services” law firm, covering all businessrelated practice areas. Today, Loyens & Loeff is the largest independent Benelux law firm with 11 branches in the world’s leading financial centres.

“Strong tax background: The strength of our tax practice makes us the preferred partner in transactions where tax specific matters are of paramount importance (e.g. acquisitions and disposals made by taxexempt foreign investment funds, (assetbacked) financing and securitisations).” I believe you were advising Foncière des Murs on their divestment of this European hotel portfolio. What relationship do you have with the company? “We have a longstanding and close working relationship with Foncière des Murs (FDM). We have acted as legal and tax counsel to FDM since its first transaction in Belgium, being the acquisition of a hotel portfolio from Accor in 2006. Since then we have assisted FDM in its acquisition of a portfolio of leisure parks in 2007/2008 and its acquisition of a new hotel portfolio from Accor in 2010 (all transactions including a lease-back). We also handle all its day-to-day legal and tax questions in relation to its Belgian investments.

What gives you an advantage over local and global competitors in your areas of expertise? “360° and “multi-niche” integrated approach: Our most valuable asset is our ability to identify and treat tax and non-tax issues as equal constituents and to set up ad hoc teams of specialists for each given assignment. We do not stop at just answering the question asked; we give proactive advice based on our experience of related issues and point out potential opportunities or pitfalls. This “corporate culture” and the expertise to back it up are unmatched by any other Benelux law firm.

The transaction included the sale of 2 hotels in Belgium, as this was the first disinvestment for Foncière des Murs in Belgium did this present any challenges? “For this type of real estate investor the challenge occurs at the acquisition phase and consists in planning the appropriate exit structure and anticipating any changes in the law. FDM has reaped the benefit of our expertise in forward planning by being able to avoid any unpleasant surprises upon disinvestment.

“Focussed expertise: To be ahead of the curve, we have invested in expertise in new and developing areas of law. Our accounting expertise, for example, is unique and crucial in the context of the current reforms of IAS 17 and IAS 18.

“This transaction was more complex than a straight asset sale in as much as it was structured as a combined share (3 companies) and asset deal with due diligence extended to cover all legal and tax aspects related to the sale of shares. The companies

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Ariane Brohez Ariane Brohez ariane.brohez@loyensloeff.com www.loyensloeff.com T: + 32 2 743 43 21 Rue Neerveld 101-103, B1200 Brussels, Belgium in question, however, were correctly managed so that the traditional negotiations on rep’s and warranties, and indemnities were brief.” How were you able to add real value to the transaction? “We were able to add real value in the way the whole process was managed: constituting a small dedicated team, with a “single point of contact” (SPOC) being an expert in the legal practice areas in question. The contact person has a hawk’s eye view of the whole transaction, knows exactly which documents are in the data room, what is stated in all the transaction documents, where the parties are in terms of overall progress and anticipates the timing and coordination of future steps. This makes for effective communication and timely responses and is a methodology which is highly appreciated, not only by our clients, but also by all parties to the transaction.” What previous experience do you have on similar deals, either by type or by sector? “We have acted as legal and tax counsel to many foreign investment funds in real estate. One of our major achievements was the design and implementation of “the” structure enabling a German KG to invest in real estate in Belgium at the time when the market seemed closed to them due to a significant tax burden. We have also advised Belgian institutional investors in structuring their investment in foreign funds like Italian REIF, French SPPICAV and German KG. Clients also include lenders. We have been actively advising major investment banks on several of their mortgage loan originations and the subsequent securitisations of such mortgage loans. In nearly all these assignments, our services included drafting the transaction documents, the delivery of legal and/or tax opinions, and obtaining tax rulings.”

On The Cover

Acquisition of a 51% stake in

Sensormatic Turkey by Securitas

r. Mehmet Akuğur, esq. is the Managing Partner of Akuğur Law Firm in Istanbul. The firm recently assisted in the acquisition of a 51% stake in Sensormatic Turkey by Securitas. Mr Akuğur talks to Acquisition International about the deal and what his firm brought to the table. Akuğur Law Firm was founded in 2006 by Mehmet Akuğur. The Turkish law firm renders best-quality legal and consultancy services through its professional team, its commitment to perfection in client services and with its extending business potential, as well as its expertise in the various disciplines of law. Mr Akuğur elaborates: “The Law Firm makes an efficient use of its highly-ranking expertise particularly on Restructuring Projects, M&A Transactions, Real Estate Law and Energy Law. It also receives consultancy support from highly distinguished professionals who are renowned for their expertise and who have achieved superior academic degrees in basic area of law, such as Commercial Law, Law of Obligations, Construction Law and Contract Management Services.”

coordinated, integrated, professional approach and advanced experience.” In September 2011 Securitas, the market leader in security services in Turkey, acquired a majority stake in Sensormatic Turkey, a specialised technical security solutions provider. Akuğur Law acted as legal adviser for the vendor, comprising of Sensormatic co. Turkey, Y3K Co, UGM Co and Bosell Limited, collectively known as Sensormatic Turkey Group Companies. There is an agreement between the companies for Securitas to acquire the remaining shares of Sensormatic Turkey. “We have collaborated with Sensormatic Turkey in the past but this transaction is the first long-standing consulting relationship since November, 2007,” Akuğur explains of his involvement. “We assisted Sensormatic Turkey in preparation of virtual and physical data room and conduct of legal due diligence processes, as well as negotiation, reviewing and commenting on the Transaction Documents including Share Purchase Agreement, Shareholders Agreement, Management Contract, Escrow Agreement and other relevant transaction documents.”

Akuğur Law obviously has its areas of specialism, but what else is it that makes the firm stand out from the rest and really differentiate itself? “We create essential added-value for clients,” explains Mr Akuğur. “We have done this through the introduction of taking preventive measures and transforming the existing and potential risks of clients into business decision support services.

This acquisition is in line with Securitas strategy to complement specialized physical security solutions with technical security solutions. Securitas and Sensormatic Turkey will continue their development in Turkey based on their strong customer base and will benefit from working together approaching the market with new security solutions.

“The firm has taken a prestigious place in the legal market together with its

Akuğur goes on to explain the key issues which his law firm faced during this complex

transaction. These included the establishment of a transaction model by way of considering tax advantages and implementation of practical solutions, together with protecting the benefits of both sides during the period between signing and closing. “All these key issues were resolved by providing the suitable negotiation management during agreement reviews.” Akuğur states that the firm’s experience is particularly suited to cross-border M&A deals in Turkey. Thanks to its close cross-practice reaching over the amount of $5 billion and legal experience on finding the best transaction model in relation to every different project, Akuğur Law has been able to provide its client with the best practical solution, as well as a vast amount of legal expertise, in order to finalize the deal and in this very challenging area.

Mehmet Akuğur T: 0212 286 48 28 mehmeta@akugurlaw.com info@akugurlaw.com www.akugurlaw.com Levent Mahallesi Cilekli Caddesi No:10 34330 Besiktas ISTANBUL - TURKEY

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Turkey: Defeating the Odds

ome of the main economic objections to Turkey joining the EU centred on the relative underdevelopment of Turkey's economy compared to the economies of other EU members. However, Turkey has reported a strong start to 2011 and is recovering from the global economic crisis quicker than some of its neighbouring countries. Turkey is said to have achieved the second-highest number of M&A transactions in the first half of 2011 among Central and Southeast European countries. 130 M&A transactions were reported to have been completed during the first six months of the year worth $6.5 billion and representing a 117% increase when compared with the same period in 2010. The outlook for the remainder of 2011 for the Turkish M&A market remains overwhelmingly positive. Will this trend continue into 2012? Will Turkey continue to enjoy economic stability and growth or is the economy overheating? Acquisition International speaks to E.Senol Akture who started investment banking in 1987 is one of the pioneers in the sector who took part in the first privatization advisory projects for the government of Turkey and IPO’s in late 1980’s. E. Senol Akture is Managing partner at Ventura Partners. What gives you an advantage over local and global competitors in your areas of expertise? E. Senol Akture : “With its partners’ experience span of 15 to 25 years, Ventura has established strong personal relationships with the owners of businesess in Turkey. This provides valuable origination capability and easy access to owner families. We believe our most valuable contribution is our ability to bridge the cultural gap between the local families and the international players in understanding each other and agreeing to a deal. We don’t come across any global

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Cross Boarder Transactions E. Senol Akture T: + 90 533 4128365 s.akture@ventura-p.com www.ventura-p.com Sakayik sokak 40/17 80200, Tesvikiye, Istanbul - Turkey

competition in our mid market M&A league as global M&A houses are more interested in larger and more visible deals and they lack this warm atmosphere of trust with the families built over years of relationship. „ Have there been any notable deals (size, complexity, duration, etc.) that you’ve been involved in recently? E. Senol Akture: “We advised one the largest Indian personal care companies, Dabur International, in its acquisition of a major local player Hobby for a consideration of €53 million which marked one of the largest investments coming to Turkey from India. „SCA, the €13 million Swedish global hygiene and paper company made two acquisition for a total consideration of euro44 million in the first half 2011 where Ventura advised them in the origination and execution of both deals. These deals came to life after 3 years of market analysis and subsequent due diligence work.“ Which Turkish sectors are attracting foreign investors? E. Senol Akture : “Although on average the energy and financial services sectors draw more than two third of the total investment flow, it is fair to say that Turkey attracts foreign direct investment across all sectors when the number of deals is looked into. Turkey is becoming a playground for smaller international groups that discover Turkey as the new capital of investments. We expect to see more middle market deals of €20-60 million coming into play in consumer and industrial space as the number of energy and financial sector deals decline and government privatization programme slows down.“ The outlook for the remainder of 2011 for the Turkish M&A market remains

positive, do you think this trend will continue into 2012 or is the economy overheating? E. Senol Akture : “While the economies of Central and South European countries stutter along with near-zero growth, Turkish output jumped by 10.2 percent in the first half of this year -- faster even than China. Turkey has a large, young population -- two-thirds of its 73 million people are under 30 – and a burgeoning middle class due to consistent government policies followed since 2003. Particularly in light of the travails of its nearneighbours in the eurozone, Turkey looks like an increasingly good bet. “The Turkish economy looks set for a slowdown next year-- however, it's hard to ignore those demographics. Turkey occupies an enviable place in the post-Arab Spring world: it serves as a model of how a stable, democratic and financially strong Muslim country can prosper. “Its businesses can surely become regional powerhouses in the reconstructed Middle East -- which presents great opportunities for M&A in 2012 and onwards“ What are your predictions for the next 12months regarding your specailst in Turkey? E. Senol Akture : “We expect to see a significant number of cross border M&A deals in the €20-60 million middle market range with interest coming from strategic payers across all sectors with specific focus on industrials and consumer sectors. The other strong interest on Turkish assets will continue to come from the heavily populated local private equity houses and regional ones which now have some representation on the ground in Turkey. We also expect to see a growing market through the exits of GP’s in their existing portfolios.“

Resolving Conflicts Through Mediation

Resolving Conflicts

Through Mediation

ommercial disputes can cause a great deal of disruption to a business and can waste a great deal of valuable time. The effort and cost resulting from a legal disagreement is often underestimated and commercial mediation offers an effective solution to companies involved in these legal difficulties. The hiring of a third party neutral commercial mediator provides the necessary structure for practical negotiation. A third party mediator enables the company to foster a constructive dialogue between M&A participants, or those involved in corporate conflicts. Acquisition International speaks to Peter Foreman who is Chief Executive at Traprain Consultants Ltd Please give a brief synopsis of your experience in resolving conflicts through mediation? “CEDR-accredited mediator, and a member of court panels in Edinburgh and, previously, London. Experience has included acting as lead or assistant mediator, and as party advocate in mediations conducted by others, together with offering logistical support to complex multi-party international mediation processes.” Who normally engages your services? What are the key benefits of hiring a third party neutral commercial mediator? “Corporate clients who see the advantages of resolving disputes through negotiation in a structured, facilitated, process. The main advantages are speed, confidentiality, and the fact that the outcome is not imposed.” How are you able to assist business professionals with any corporate disputes they may face? What methods do you use? “We assist in most types of dispute resolution, and can either provide support and advice for an individual party, or provide a mediator or other dispute resolver where we

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are not conflicted. Methods can vary from conventional structured mediation, to managing lawyers in multi-jurisdictional disputes and everything in between. We also have an associate office in Dubai, U.A.E. providing services to clients in the Middle East region. What makes you the right mediator? “A willingness to listen – and not to impose the mediator’s views on the parties. It is quite possible for a successful mediation to result in a settlement with which the mediator disagrees – it is the wishes and interests of the parties that are important. Openness and a scrupulous compliance with ethical standards are also critical. The parties often welcome suggestions as to ways to structure settlements, but mediators should always avoid advising on merits or the amounts to be offered/accepted. What are the primary laws or regulations that govern mediation in your jurisdiction? Have there been any notable changes in regulations over the last 12 months? “Cross-border mediation is now subject to European regulation, but the situation on mediation within the UK is more fluid. There are standards being set (e.g. Scottish Mediation Register), but these are voluntary. Court decisions have touched on areas such as confidentiality of information, and whether parties who have agreed to use mediation can be compelled to do so, but not much on the mediation process itself. There is some differentiation between the levels of support for mediation from the judiciary in England, and the slightly more luke-warm approach on Scotland. As examples, senior Scottish judge Lord Hope (now in the UK Supreme Court) has recently given a speech making it clear that he regards courts and tribunals as the basic way to resolve disputes, partially so that the law develops. Many parties may be surprised to learn that

Peter Foreman T: +44 1620 861333 peter.foreman@traprain.com www.traprain.com 3, High Street, East Linton, East Lothian EH40 3BL. Scotland, UK

they are supposed to spend their money for this purpose. At around the same time, English judge, Mr Justice Arnold, was stating (in Samuel Smith Old Brewery (Tadcaster) –v- Philip Lee (T/A Cropton Brewery)) that the case had got out of control because of a combination of “Yorkshire pride” and the workings of the English legal system. The parties had become entrenched in seeking to resolve a trademark and passing-off dispute on beer labelling, with the judge stating “costs will themselves quickly have become an obstacle to settlement … in future disputes of this nature the possibility of mediation should be explored as soon as is practicable”. We do not regard mediation as a panacea, but our views are closer to those of Mr Justice Arnold than those of Lord Hope.” How has the global downturn impacted both the type and the volume of work in your jurisdiction? “There has been an increase, but it may be dangerous to assume this relates to the downturn. In many cases it appears that parties are recognising the benefits of mediation in resolving disputes based on interests rather than strict legal rights. This may be driven to a limited extent by cost pressures, but mediation is only likely to take root if it is seen as an effective method, not just as a cheap one.” What are your predictions for the next 12 months regarding using mediation in your jurisdiction? “Mediation will increasingly be seen as a sensible tool for use in resolving commercial disputes. This does not mean that cases will not need to go to court or arbitration, but many commercial matters are resolved by negotiation already. Mediation puts this into a structure, and promotes good practice in seeking quick, fair and robust settlements, allowing parties to get on with their commercial lives.”

ommercial disputes can cause a great deal of disruption to a business and can waste a great deal of valuable time. The effort and cost resulting from a legal disagreement is often underestimated and commercial mediation offers an effective solution to companies involved in these legal difficulties. The hiring of a third party neutral commercial mediator provides the necessary structure for practical negotiation. A third party mediator enables the company to foster a constructive dialogue between M&A participants, or those involved in corporate conflicts. Acquisition International speaks to Gregory Hunt, Director of CEDR Solve and Clients Relations at The Centre for Effective Dispute Resolution, and lead director of our Irish office (CEDR Ireland). Please give a brief synopsis of your experience in resolving conflicts through mediation? Gregory Hunt:“CEDR Solve is Europe’s leading commercial mediation and alternative dispute resolution service. We have handled more than 20,000 referrals to mediation, adjudication, arbitration and other forms of dispute resolution over the past twenty years and we opened our first international office in Dublin, Ireland, in September 2011. To date we have helped more than 40,000 parties with their disputes, many based in the UK and around Europe. In Ireland we have mediated over 125 cases and trained and accredited more than 350 Mediators. CEDR have trained over 7000 mediators worldwide. Gregory, why have you decided to open operations in Ireland now? Gregory Hunt: “Well, there have been many opportunities over the years, but with a growth in Irish based mediation referrals and with our brand so well embedded through our leading "CEDR Mediator Skills Training", we thought now would be a good time to formalise our place in the market as part of our overall international expansion. “We tested the water by speaking to Irish businesses and potential mediators for our CEDR Ireland Mediator Group. The response was, and continues to be, extremely positive and supportive. “We hope to develop and stimulate the

Resolving Conflicts Through Mediation ADR market across Ireland and Northern Ireland, which may well have a positive effect for all engaged in ADR not just those who will be appointed through CEDR Ireland. “We are supportive of organisations like ICMA, MII and the Northern Irish Mediation Council (amongst others) and would like to develop links with them and with other bodies (public and corporate) to develop the ADR field. “We are very pleased to be associated with The Ormond Meeting Rooms, where our office is based, and where we will be carrying out mediations and training courses whenever possible. “All in all, our investment in CEDR Ireland is long term and we will work hard to develop the market further and grow the use of ADR, especially mediation, in such a way that the Irish economy will benefit through reduced cost of conflict.” How are you able to assist business professionals with any corporate disputes they may face? What methods do you use? Gregory Hunt: “CEDR aim to provide businesses with the resources they need to resolve any commercial dispute they may face. In the case of a singular incident we offer a range of approaches, from facilitation and coaching to mediation, arbitration and adjudication, depending on the needs of the clients. If the clients want training from us in order to resolve their own disputes we have a broad raft of products; Mediator Skills Training; Conflict Management and; Negotiation etc. Our selection of experts can guide clients through potentially turbulent situations, steering the vehicle for resolution with skill and dexterity. Thereby giving the clients the space to effectively deal with the content of their dispute. What makes you the right mediator? Gregory Hunt: “CEDR has trained over 7000 mediators worldwide and in the UK, manages a panel of 120 mediators who are considered the best in their field and are selected for their appropriateness to each specific case. This means we can offer a bespoke service to meet the customers’ needs.”

Gregg Hunt T: 020 7536 6000 (London) T: 00 353 1 871 7575 (Ireland) ghunt@cedr.com www.cedr.com 70 Fleet Street, London, EC4Y 1EU Ormond Building, 31-36 Ormond Quay Upper, Dublin 7, Ireland

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Introducing the Personal Financial Planner

Introducing the

Personal Financial Planner I

n such challenging economic times financial independence and the peace of mind that you have planned wisely for your future is worth a huge amount, that said, most professional people are finding it increasingly hard to make suitable plans for their personal financial wellbeing.

friends and family members, and some of the ideas can be very misleading which doesn’t really maximize their benefits and objectives. This is the reason why they need an experienced financial consultant to advise them on planning and reducing the related risks.”

Financial decision making, be it saving, spending, investing, insuring and planning both now, and for the future is a complicated business. With ever changing regulation, the huge choice of investment opportunities and the complexity of our international tax structures, more and more people are seeking expert guidance. The right financial planner will choose a plan for your exact circumstances which will be closely tied to your personal goals and the level of risk that you are prepared to take. Acquisition Internationals speaks to Choong Boon Huat, Registered Financial Consultant & partner at Matrix 21 Resources Sdn Bhd.

In your opinion, why is Financial Planning is so important? Choong Boon Huat: “Financial planning is money planning, it is our wealth and future blueprint. Without planning, we don’t know where the direction is and how to achieve what we want in life by using reasonable resources.”

“I specialise in helping my clients with their personal and business financial planning. My duty and servicing areas include Business Succession with a Buy-Sell Agreement, Keyman Risk Management in Business Portfolio, Strategic Retirement Planning, Investment Planning, Estate Planning & Wealth Management for Future Generations, Individual & Private Trust Set Up, Executor & Trustees Services for Estate Management, Corporate & Individual Insurance Consultation.” What is the normal rationale behind hiring a financial adviser? Saving, spending, investing or planning? Choong Boon Huat : “Many people are very successful in their field but surprisingly they are not very experienced in assets management and financial planning. They pick up the ideas and basic concepts from

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So who is a typical client? And how many are currently on your books? Choong Boon Huat: ”In my portfolio, I have categorized my clients into business clients and individual clients. Business clients might need more attention on business risk management, succession planning with buysell agreement, keyman risk management and group insurance. Individual clients are more on personal financial planning. Recently I have more than 300 clients on my books and many of them have long term and close relationship with me since I started this career. During these years, they kept on introducing people for me to help me grow in this business. So my sources of clients are 99% “people refer people”. What is your high net worth client expectation on you as a Personal Financial Consultant? Choong Boon Huat: “First of all, we must be presentable and professional. We need to build up the trust between clients and consultants. We also must be able to show them we have very strong track records and experience in our field and clearly let them understand that we are able to handle their

portfolio. For high net worth clients in my books, their assets are between USD50 million to USD100 million and some of them in my name list have even more than USD100 million. They are very concerned and conservative about the person they shared with and we need to let them know that we are the right and sincere person that they are looking for. Besides, I also show concern and help them on other than financial planning like introduce some of my network for those who need it in their business and personal life as value added service. This will enhance our great relationship and trust.” Why are many professional people finding it increasingly hard to make suitable plans for their personal financial wellbeing? Please use example to highlight your answer. Choong Boon Huat: “The reason is because many professional people are only good in their profession and current job but they are lack of exposure and experience on personal financial planning. Personal financial planning requires proper knowledge, skills, ideas and system to make it efficient and effective.

Choong Boon Huat T: +604 8182628 M: +6012 4300551 bhchoong@hotmail.com Matrix 21 Resource Sdn Bhd Level 9-06, Wisma Leader, No. 8 Jalan Larut, 10050 Penang, Malaysia

cquisition International speaks to Enyi Patrick Enyi, a Professor of Accounting at Babcock University, Ilishan-Remo, Ogun State, Nigeria about personal financial planning.

“The primary motive for hiring a financial adviser is take advantage of the expert knowledge of the adviser in arriving at the most optimal point in financial decision making. In the area of saving, the expert will advise on the best scheme that will guarantee maximum income and safety of saved funds; in spending, the expert is expected to use his knowledge and personal judgment to advise on the most effective way to spend and the least cost option not necessarily in the short run but more especially on the long run, as cost-savings in the short run may eventually lead to greater costs in the future. Investment planning is the most critical area of financial advisory. This is because investment is a futuristic decision taken at a time when that future is not yet known or certain. All that count in this case is the advisor’s knowledge of the past and how that past has affected the present. The advisor has the ability (through training and experience) to mathematically connect the future to the past and present and use that information to give the right investment and investment planning advice to their clients. It will take more of a miracle for a non-expert to achieve such a feat. “For a university, a typical client is a student and when such a university has some business ventures like publishing, medical units, bakery and consultancy units the clientele will also include general consumers and those that needs the advisory and representations of the consulting units. For individual consultants the typical client can range from corporate firms such as banks, manufacturers, trading concerns, other business consultants and cooperative associations to individual investors requiring investment advisory on daily basis. As a university, Babcock has in its enrolment a little over 8,000 undergraduate students and some 750 postgraduate students with about 40% of those figures studying accounting, economics, finance and business related courses. As a private consultant I have some 5 micro-finance banks, 3 manufacturing concerns, a professional regulating institute, 15 trading outfits and a handful of individual investors as clients. “Financial plans are tailored towards the needs of the client. The first step to take in developing a financial plan is to investigate or study your client thoroughly with a view to knowing their composition structurally and financially, past and present financial standing and dealings, financial strengths and weaknesses, managerial capability, and immediate cum long term financial goals and objectives. Doing this will enable the advisor to use the most appropriate tool to fashion out the best plan suitable for both the short term and long term objectives of the client. “There are many investment opportunities begging to be tapped in Nigeria. The agricultural sector is largely untouched. Presently there are no mechanized farms capable of producing for both local consumption and exports. Though, this type of business is capital intensive but it has the brightest potential for growth and profitability given the very fertile and stable climatic condition of Nigeria. The telecom and info-tech industries are virtually absent and there are high

Introducing the Personal Financial Planner demand for both hardware and software meeting local needs at every community. This includes internet service providers. Nigeria is in dire need of energy and energy related industries. Investments in food processing and primary products processing and packaging for export are also in high demand. Even investments in higher education such as the establishment of universities to absorb the teeming number of school leavers hungry for higher education are also in high demand. “The major pitfalls in capital management and estate planning in Nigeria remains the somewhat unstable government policies which has made the general interest rates in Nigeria to follow the unsteady movement of the Naira exchange rate to the US Dollar; and this has been on the decline for some time now. However, with good planning backed with a steady inflow of foreign exchange, an investor can elect to keep their earnings in foreign currency through dollar domiciliary account or invest their surpluses in the ever expanding real estate business in Nigeria. “Economic crisis is a two edged sword for a financial professional. First it deprives you of the incomes from those clients adversely affected by the crises, then, it opens another round of opportunities for you to capitalize on by offering financial re-engineering services to those marginally affected or those trying to avoid the fate of the unfortunate ones. The 2008 banking crises in Nigeria brought many bank consultants, investment analysts and stock brokers to their knees primarily because the banks shares’ prices were whittled down in the Nigerian Stock Market and the primary investors instantaneously lost interest in the investment in shares generally. This, however, created opportunities for other financial analysts who then took advantage of the erstwhile investors’ shift from shares to real estates.”

Professor Enyi Patrick Enyi T: +2348069619343, +2348056108698 enyip@babcockuni.edu.ng enyi2001@yahoo.com www.babcockuni.edu.ng www.gacprofessionalservices.com Department of Accounting, Babcock University, Ilishan-Remo, Ogun State, Nigeria

Seventeen

Offshore: Doing Business in Luxembourg

Michel Jimenez Lunz Tel: +352 246 185 20 jimenezlunz@sjl-legal.com www.sjl-legal.com

Doing Business in Luxembourg

Luxembourg has been one of the world’s most successful international financial centres since the development of the Euromarkets in the 1970s. With a well-developed commercial and private banking sector, 11% of the population working in the financial services industry, a stock exchange that boasts the largest number of international securities and Europe’s biggest investment fund industry; the region’s stable reputation is certainly deserved. Acquisition International speaks to the experts Alan Dundon is Director at Alter Domus, the leading Corporate and Management provider in Luxembourg with responsibility for a portfolio of international real estate and private equity clients using Luxembourg as a base for international investment. Keith O’Donnell is the Managing Partner and co-founder of awardwinning ATOZ Tax Advisers (www.atoz.lu). He is also the Global leader of the Real Estate Group of Taxand (www.taxand.com). In Luxembourg, he is a member of ALFI, Chairman of the Double Tax Treaty subcommission and participates in various ad hoc consultative bodies like OECD, INREV, and others. Michel Jimenez Lunz is a Managing Partner and co-founder of SJL. He represents leading institutional and major corporate clients in all aspect of finance, corporate and restructuring laws. He is highly recommended by Chambers & Partners as a leading lawyer in Banking & Finance and has been awarded as "Banking & Finance Lawyer of the Year 2011" by Corporate INTL. Michel is seating at the Securities Committee of the ABBL (the Luxembourg bankers' association). SJL has been created by Adrian Sedlo and Michel Jimenez Lunz, both experienced and recognized experts in finance, capital markets and corporate laws. They are highly recommended by Chambers & Partners as leading lawyers in their fields. According to Legal500, SJL is a "top-notch for finance". SJL has won the "2011 Luxembourg - Banking Law Firm of the Year Award" organised by the Global Law Experts and is a member of several

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organisations among which the ABBL and the ALFI (Luxembourg fund industry association). Please provide a brief history of your firm and outline your main practice areas.

Alan Dundon: “Alter Domus is a leading provider of outsourced administration services for private equity and real estate promoters, multinational corporations and alternative investment funds. Our dedicated team of 550 professionals globally offer services that support the accounting, tax, regulatory and compliance requirements of legal entities established in each of the jurisdictions in which we operate.” Michel Jimenez Lunz: SJL has been created by experienced and recognized lawyers, Adrian Sedlo and Michel Jimenez Lunz, who held high-level positions at Magic Circle firms in Luxembourg. The founding partners of SJL are highly recommended by Chambers & Partners as leading lawyers in their fields (banking & finance and capital markets). According to Legal500, SJL is a “top-notch for finance”. SJL is a member of the ABBL (Luxembourg). What factors are attracting companies and wealthy individuals to the Luxembourg? What are the key benefits of locating here? Alan Dundon: ”Luxembourg has developed into one of the largest global investment centres, notably since the introduction of the UCITS product in the late 1980s. It now stands as the second largest centre for investment funds globally, with over €2 trillion in net assets. The UCITS fund, as a tax transparent vehicle, is attractive to all classes of investors from retail to corporate to institutional. As a result, Luxembourg funds are today distributed in over 50 countries worldwide and continue to attract interest in new markets globally.” “In addition to the UCITS product, Luxembourg has also developed strong expertise and market share in alternative products, including hedge funds, real estate and private equity vehicles. Of particular note is the Specialised Investment Fund (“SIF”), introduced in 2007 and of which over 1,300 have been created to date. The SIF allows for a diverse range of investment objectives within a regulated structure. As investors are limited to so-called “professional investors”, the level of regulation is considerably lighter than that of the UCITS product and has proved hugely attractive to promoters looking to offer a regulated alternative investment product to their investors, without the traditional cost and burden associated with such regulation.” “Finally, with its double tax treaty network of over 70 countries,

Offshore Doing Business in Luxembourg

Luxembourg is the ideal location for structuring tax efficient real estate, private equity, renewable energy, inter-group financing and intellectual property structures using traditional SPV vehicles.” What are the primary challenges facing clients in your jurisdiction today? How have you adapted your services to meet these needs? Michel Jimenez Lunz: » With the financial crisis some clients have become anxious as they are facing risk exposures against custodians or some debtors and they expect some immediate answers from their legal counsel. At SJL we are committed to show reactiveness and proactivity in dealing with such queries and on these matters the involvement of a partner having experience and deep knowledge on these aspects is key and that makes in fact SJL’s strength and reputation in the market. “Clients are also making pressure to reduce legal fees or to find some arrangements that suit best to their needs. As SJL is not related to an integrated network of law firms, its partners have kept their autonomy on billing aspects and SJL is capable of proposing tailormade fee solutions to its clients.” What code of ethics do you adhere to and who regulates them? Has the region been under pressure to adhere to international regulation? Alan Dundon: “Luxembourg has a tradition of the highest level of ethics and its regulation reflects this. As a key member of the OECD, Luxembourg ensures that it consistently adopts international best practices. In particular, regulation around AML and KYC is thorough and both strictly observed and controlled.” What steps over recent years has Luxembourg taken to actively diversify

its economy to ensure continuing prosperity and growth in spite of the global downturn? Keith O’Donnell “Luxembourg is accustomed to navigating shifts in the global economy. An initial diversification was necessary after the collapse of steel production in Europe in the early 1970s. The principal diversification was into the financial sector, but the cornerstones of a thriving media business were also established: from Radio Luxembourg in the 1960s and SES Astra in the 1980s. More recently, Luxembourg has been diversifying into other sectors to reduce its dependence on the financial sector. The sectors involved include logistics, e-commerce, intellectual property and bio-sciences.” Luxembourg has been one of the world’s most successful international financial centres since the development of the Euromarkets in the 1970s. What factors have driven this? Michel Jimenez Lunz: « Luxembourg has been the first EU member state to implement the UCITs EU directives and is in good way to be the first again to implement the Alternative Investment Funds Managers Directive. A bill of law has in that respect already been submitted to the parliament. “The Luxembourg government and legislator show cleverness while being proactive and quick in proposing and passing laws that have a significant impact on the financial sector and the economy of the country. “Furthermore, during the past decades, professionals of the financial sector together with the Luxembourg authorities have created a certain number of agencies, associations and finance clubs such as the LFF (Luxembourg for Finance), the LFB (Luxembourg for Business) the ABBL (Luxembourg bankers’ association), the ALFI (Luxembourg fund industry association), the Luxembourg Private Equity and

Venture Capital Association, the ILA (the Luxembourg independent director association…) in order to improve the legal framework, to share best market practices and to promote the Luxembourg financial sector and Luxembourg as a place to do great and innovative business. The work provided by these associations and agencies had a strong and very positive effect on the image and reputation of Luxembourg abroad as a leading financial sector.” What are your predictions for the future of the Luxembourg as a leading offshore destination? Alan Dundon: “I would correct this to the future of Luxembourg as a leading “onshore” destination. The increasing wave of regulation by the EU and worldwide governments in general very much plays to Luxembourg’s strengths. In particular, the introduction of AIFMD is a boost to Luxembourg who’s products largely already comply with the new rules introduced under the directive. Its ability to attract talented and experienced resource will increasingly gain importance as complexity increases and quality moves from “nice to have” to essential. Michel Jimenez Lunz: » We are confident on Luxembourg as remaining a leading and attractive financial center. The economic growth, although lower than before the crisis, is still one of the highest of the euro zone (3,5% in 2010 and forecasts of 4% for 2011 and 3,8% for 2012). There is no sovereign debt crisis in Luxembourg. The ratios are amongst the best in Europe, including the tier-one ratios for the Luxembourg banks which are excellent, except for Dexia for which however a solution has already been found for the Luxembourg entity (i.e. BIL) that is likely to be acquired by a Qatari investor. The Luxembourg state will not be required to participate in the rescue or the bailout of the bank.

Nineteen

Austria, a Location for International Arbitration

Austria,

Hon.-Prof. Dr. Irene Welser irene.welser@chsh.com www.chsh.com T: +43151435120 A-1010 Vienna, Parkring 2

Dr. Nikolaus Pitkowitz pitkowitz@gpp.at www.gpp.at T: +43 1 401 17 – 0 Stadiongasse 2, 1010 Vienna

Mgr. Slavomír Jančok, ACIArb sjancok@aaa-arbitration.org www.aaa-arbitration.org M: +421 907 040 220 +421 918 750 880 +421 917 132 320 Mariánske námestie 26/53, 010 01 Žilina, Slovakia

Olena Zavgorodnia gbsa@mail.ru www.gbsa.com.ua Mob.: +380954224541 Mob.: +37259390660

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a Location for International Arbitration

ince the 2006 major reform to Austria’s arbitration law the country’s arbitration friendly reputation has been firmly cemented. Traditionally Austria served as a prominent location for arbitration in Central and Eastern Europe; however in the years since 2006 this base has expanded and now attracts users from across the world. Acquisition International speaks to the experts… Irene Welser is Managing Partner and Head of Dispute Resolution Department of CHSH Cerha Hempel Spiegelfeld Hlawati. She is also Honorary Professor at the University of Vienna and co-editor of the Austrian Yearbook on International Arbitration, which is now in its 6th year. Dr Nikolaus Pitowitz is head of dispute resolution at Grad & Pitkowitz Attorneys-atlaw, Vienna. He is considered one of the preeminent Austrian arbitration and dispute resolution practitioners. He has 25 years of experience in international arbitration with a strong focus on the CEE region. He acted as counsel and arbitrator in more than 60 international arbitrations including several high profile disputes most notably as counsel in the largest ever pending Austrian arbitration (a multibillion telecom dispute). Nikolaus Pitkowitz frequently acts as party counsel in court proceedings, with a special focus on arbitration related proceedings and crossborder disputes. The Austrian Magazine Format ranked Dr. Pitkowitz in annual survey of leading Austrian attorneys for the last consecutive years among the leading Austrian litigation practitioners. Equally Chambers Global ranked Dr. Pitkowitz and the Graf & Pitkowitz team as leading Austrian arbitration and litigation practitioners. Slavomír Jancok is a Board member of the JSM Permanent Court of Arbitration (member of Russian-European Chamber of Commerce), a fast growing arbitration institution in the Slovakia focused on international commercial

arbitration in CEE and CIS countries. JSM PCA regularly provide arbitration with parties agreed place of arbitration /seat of tribunal/ as for example in Vienna, Zurich, Zagreb etc. Pease give a brief synopsis of your experience dispute resolution history Irene Welser: I head our firm’s dispute resolution department and have been active in international litigation and arbitration for more than 20 years. Whereas I started off mainly as counsel in arbitration cases, I have, in the last few years, become more and more active as arbitrator. The last year has seen me extremely busy, in particular as sole arbitrator or chairman, both in ad hoc proceedings and in proceedings under the Vienna Rules (VIAC) and ICC proceedings. Nikolaus Pitkowitz: The international dispute resolution team of Graf & Pitkowitz presently consists of five attorneys from four different countries. The international arbitration practice group has a strong focus on Central and Eastern European matters. The matters handled include corporate law and contract dispute issues and span a range of industries such as Energy, Telecommunication, Finance, IT and Construction. The team has conducted arbitration proceedings under various rules, including Vienna Rules, ICC, UNCITRAL and ad hoc. Slavomír Jancok: My personal experience in dispute resolution traces to the year 2004, since 2007 I am enrolled arbitrator at JSM PCA, from 2009 fully focused to arbitration. I acted in major cases of JSM PCA mainly as sole arbitrator, in particular in the cases of crossborder contracts, e-commerce and ecommunications. Generally Roll of arbitrators of the JSM PCA encompases great variety of arbitration professionals not only from Slovakia and Austria but also from other CEE and CIS countries and also India.

Austria, a Location for International Arbitration Who normally engages your services– i.e. large multinationals/government etc? Irene Welser: If we act as counsel, we are mainly engaged by large multinationals. If I act as arbitrator, I am selected by partners from other big law firms or by my co-arbitrators. Nikolaus Pitkowitz: Graf & Pitkowitz is usually retained by multinational companies as counsel to international arbitration proceedings, such as proceedings before the International Arbitral Centre of the Austrian Federal Economic Chamber in Vienna or the International Court of Arbitration of the International Chamber of Commerce (ICC) in Paris. Slavomír Jancok: Normally users of our services are medium multinationals engaged in cross-border transaction, or parties /also in domestic arbitrations/ evading from inconsistent and unpredictable judicial practice of CEE and CIS civil courts. Historically Austria served as a prominent location for arbitration in Central and Eastern Europe and now attracts users from across the world. Can you please describe what factors have contributed to its increasing popularity? Irene Welser: Austria, and especially Vienna, has always been a place where east meets west, but it also has always been regarded as a “neutral venue”. The reform of the Austrian Arbitration Act in 2006 has made Austrian law even more arbitration friendly than before, closely following the UNCITRAL model law. Austrian arbitrators are even more experienced than before, having good language skills, but also having adapted truly international standards like written witness statements, the IBA Rules on Taking Evidence, cross-examination, document production etc. Furthermore, Vienna is an international hub, easy to reach, but also with pleasant surroundings that sometimes facilitate dispute settlement. Furthermore, Austrian arbitrators also apply “fast track proceedings” and follow other international trends. Generally, the arbitration community has become “younger” that 20 years ago, and events like the “Vienna Arbitration Days” (which I co-organized on behalf of the editors of the Austrian Yearbook on International Arbitration last year) also contribute to the popularity of Austria as place of arbitration.

policy concerns, enforceability of awards of arbitration tribunals acting in Austria, good sound of VIAC, and also widespread acceptance of german as language of the arbitration in CEE. In turn not all arbitral institutions in Austria enjoys increasing popularity and one can observe that specialized arbitral institutions as for instance Arbitration Court of Vienna Agriculture Commodities Exchange are in the substantial downturn. How has cross-border M&A activity affected demand for international arbitration in Austria? Slavomír Jancok: From our point of view, demand for international arbitration in Austria increased only slightly via Mergers and Acquisitions. Business community focus on out-of-court settlement and good contract drafting are there decisive factors. In spite of this general experience M&A activity has in fact affected demand in cross-border or transnational cases connected with foreign investment protection, private engagement in originally public owned companies and also in cases of CEE and CIS countries with high level of court corruption and unpredictability. Nikolaus Pitkowitz: "It certainly fueled demand. We see many joint venture and post-closing disputes." How has the global downturn impacted both the type and the volume of work in Austria? Irene Welser: We see a lot more insolvency-related issues in international arbitration, e.g. the impact of the various types of insolvency proceedings in the arbitration proceedings, interim awards on costs if one party fails to pay its share in the advance on costs, but also the global downturn has significantly increased the number of cases, because parties are less inclined to simply let go their claims, and do bring them to arbitration more often. Slavomír Jancok: Frankly speaking, relevant impact on type of disputes was not observed, interesting is increasing number of small claims arbitration, probably connected with increasing caseload of civil courts, and may be also legislative changes in CEE / generally speaking/ unfavorable to effective litigation. Nikolaus Pitkowitz :"It has led clients to take more extreme positions. Some clients zealously fight for every cent, some try to settle and avoid disputes. "

Nikolaus Pitkowitz: First, established in 1975 the International Arbitral Centre of the Austrian Federal Economic Chamber (VIAC) (seated in Vienna) has become one of the world’s leading arbitration centers handling cases in a highly professional manner which can be seen from the steadily increasing number of cases. Consequently, more and more companies include arbitration clauses in their contracts providing for arbitration proceedings before the VIAC. Second, Vienna has developed as a top business location: • Austria borders eight European countries; • Perfect flight connections from and to the Vienna International Airport – transport to the city centre takes usually less than 30 minutes; • More than 300 international companies have their headquarters in Vienna. • Austria provides for an attractive group taxation system for multinational companies.

Slavomír Jancok: E-submissions accessible on our website, e-service of documents and if some requirements are met, also service of decisions by electronic means of communication, but also electronic communication between arbitrators in the case of tribunals helped us to provide cost-effective and smooth proceeding.

Slavomír Jancok: Obviously persistent popularity of Austria and especially Vienna in international arbitration, particularly in CEE countries is based on neutrality of Austria, that means lack of public

Nikolaus Pitkowitz: "It has led clients to take more extreme positions. Some clients zealously fight for every cent, some try to settle and avoid disputes. "Modern technology has definitely and significantly eased

How have advances in technology changed the way you work? Irene Welser: Advances in technology have significantly speeded up proceedings. All correspondence as well as submissions are regularly made by email. Document production is also generally done electronically. TelCos do substitute preliminary personal hearings. Drafts of awards are circulated electronically and can be agreed upon by email. Fast track proceedings are a clear trend.

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Austria, a Location for International Arbitration our work. I could not imagine reverting to old style paper only work." How do you keep up with the ever changing regulation to ensure that you client is best informed? Irene Welser: I regularly attend international arbitration meetings and conferences, follow new trends, keep up with recent publications and inform my clients accordingly. We regularly hold in-house seminars, also with the participation of our CEE offices, comparing the various arbitration rules and highlighting the strengths of the various venues. Also in this respect, the results for Vienna are quite favourable. Slavomír Jancok: Our court is providing informations for clients, prospective clients and prospective arbitrators on the its own web seat. On the other hand PCA JSM does not provide consultancy but provide arbitration implementation service on demand. Nikolaus Pitkowitz: "It has led clients to take more extreme positions. Some clients zealously fight for every cent, some try to settle and avoid disputes. "Modern technology has definitely and significantly eased our work. I could not imagine reverting to old style paper only work."Reading, reading and reading. And, of course, attending (and speaking at) conferences."

CASE STUDY

Working as managing director of IPEG Private Institute for International Projects Development LLC, I am personally involved in arbitration proceedings handled by our Institute. My first experience in arbitration dates back about 35 years when I started to participate in hearings before the Moscow International Commercial Arbitration Court at the Russian Chamber of Commerce and Industry. Many of “my” almost 90 arbitration cases were examined within ICAC in Moscow, but I have also had numerous arbitrations under ICC, LCIA, SCC and UNCITRAL Rules in other countries. Since 2008 my skills and acquired practice are at the disposal of IPEG, Austria. Location of our Institute in Vienna makes us an attractive alternative to corporate Russian clients or Western companies with interests (presence) in Russia that are looking

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Although still considered a less expensive means of dispute resolution, there is growing concern that arbitration proceedings are becoming more costly both in time and money, what are your thoughts? Irene Welser: Arbitration proceedings are still cost-efficient. It is in the hands of the arbitral tribunal not to let costs get out of hand, especially by avoiding cash outlays for costly venues or by limiting excessive submissions or cutting down senseless multiplications of documents. One has to take into account that the arbitrators are experts, and you get what you pay for. Smaller values in dispute should, however, entail the parties’ readiness to opt for fast track proceedings and sole arbitrators. If this is taken into account by the parties or when drafting the arbitration clause, unpleasant surprises in cost questions can easily be avoided. Nikolaus Pitkowitz: The statistics of arbitration proceedings conducted in Vienna show that such proceedings are handled in a very time and cost efficient manner. The average duration of the proceedings is just over one year. The overall costs of the proceedings conducted in Vienna are on average substantially lower than those conducted in common law arbitration centers (e.g. London) because, as a general rule, under the civil law system extensive

for an arbitrator or a counsel with knowledge of Russian law, but residing outside Russia. This excludes a possibility for some unscrupulous adverse parties to affect independence and impartiality of the adjudicating person by means available with regard to Russian residents. Although conveniently located and having excellent infrastructure, Vienna - as an arbitration venue - has not yet reached the same popularity as London, Stockholm or Zurich. However, with recent changes in legislation, most notably the elimination of VAT on arbitrators’ fees as of 01.01.2010, and unrelenting work on improvement of the legal framework for arbitration, Vienna has all prerequisites to move to a higher-ranking position among the attractive arbitration seats. Selecting Vienna as a place for arbitration

document production exercises are not admitted and as a result of the inquisitorial approach taken by many arbitral tribunals, the proceedings quickly focus on the principal issues of the dispute, thereby avoiding efforts and pleadings on irrelevant aspects. As a result of its cost and time benefits, Vienna is becoming increasingly popular as a venue for arbitration. Slavomír Jancok: Cost effective arbitration depends not only on the arbitral institutions, but also on the parties, clarity of its agreements. Arbitration supportive approach and insight of legal counsels is also of great importance. As we can see, arbitration turned out to very formal and litigation-inspired proceeding, and parties use to insist in all possible procedural obstacles for example in the early stages as for example regarding the formation of tribunal or jurisdiction challenges in cases of manifestly perfect arbitration agreements. But despite of this general tendencies way of case management, and tendencies in rules of each arbitration institution deserve to individual evaluation. Arbitration market is market as any other and in such a competitive environment the survival need for arbitration institutions both in Austria and in the CEE countries is cost-controlled arbitration.

will not necessarily be a cheaper solution as compared with other major cities, though quite competitive. One should admit that costs to arbitrate a dispute are substantial, and in many cases higher than those in state courts. However, a possibility for a party to appoint a competent experienced arbitrator which can be trusted to render a just and fair award - overweighs the cost factor, as it is confirmed by growing use of arbitration worldwide.

Dr. Boris O. Kojevnikov, FCIArb office@ipeg.co.at http://members.aon.at/boris.kojevnikov/ T: +43664 2032781 Hörlgasse 4/7, 1090 Vienna, Austria

Ai Magazine's 2011 Financial Review Daniel Windsheimer daniel.windsheimer@de.ey.com www.ey.com T: +49 (89) 14331 24312 Arnulfstr. 59, 80636 München, Germany

Mazen Boustany mazen.boustany@habibalmulla.com www.habibalmulla.com T: 0097144230000 14th Floor, Building 014, Business Bay, Al Khayl Road, PO Box 2268, Dubai, UAE

Dr. Alexander Vogel a.vogel@meyerlustenberger.ch www.meyerlustenberger.ch T: +41 44 396 91 91 Forchstrasse 452, P.O. Box 1432, 8032 Zürich

Rahmat S. S. Soemadipradja center@soemath.com www.soemath.com T: +62 21 574 0088 Level 9, Wisma GKBI, Jl. Jenderal Sudirman No.28, Jakarta 10210, Indonesia Marios Eliades meliades@tplaw.com.cy www.tplaw.com.cy T: +357 22 88 99 99 2 Sofouli street, Chanteclair Building, 1096 Nicosia, Cyprus

Louise Barrington louise.barrington@gmail.com www.aculextransnational.com T: + 852 6409 0356 9A Sunrise, Parkridge Village, Discovery Bay, Lantau, Hong Kong

Acquisition International Magazine's

2011 T

he global economy was set for a broad recovery over the course of 2011 and in January the outlook for the year ahead was the most positive we've seen since the crisis began in 2007. We have certainly witnessed some encouraging signs from the Q1-Q3 period with global M&A up 21.5% and private equity buyouts being the strongest since 2008. Now in the final quarter and just in time for our bumper year-end issue, AI is casting an eye back to examine how true the predictions were and we're interested to get your thoughts and hear how the year has been for the leading experts… Daniel Windsheimer is a Munich based Senior Manager in the Transaction Tax department of Ernst & Young's Transaction Advisory Services (TAS).

Mazen Boustany is the head of the banking and finance department at UAE law firm Habib Al Mulla and Co. Dr. Alexander Vogel is head of corporate & financing at M&A Meyerlustenberger. Rahmat S.S. Soemadipradja is Senior Partner with Soemadipradja & Taher (S&T). What distinguishes the firm from its competition? What do you believe to be your unique selling point? Daniel Windsheimer: “We are the number one transaction adviser and leader in PE transactions in Germany. Firstly, we are the most globalized and most integrated professional services firm. Secondly, what matters for the German “Mittelstand” matters for us, we speak the same language and know the rules....Thirdly but most importantly, we have put our clients’ agenda at the heart of

Financial Review

our strategy and aligned ourselves to their most pressing needs.” Mazen Boustany: “I believe our best selling point to be our unique knowledge of UAE laws and civil law concept. The UAE being a civil law jurisdiction.” Dr. Alexander Vogel: “Small dedicated teams of experienced lawyers who are chosen based on their industry and transaction experience for the specific assignment, therefore efficient work organization and short reporting lines to the client, vast cross-border experience and ability to bridge cultural gap between crossborder parties.” Rahmat S.S. Soemadipradja: “S&T is widely regarded as having one of the leading practices in Indonesia and has recently worked on some of the most significant/high-value M&A transactions in the Indonesian minerals and coal sector. “S&T has had a close association with the leading Australian based international law firm, Freehills, for over 20 years. The result of this association is an integrated Indonesian law service to clients, combining the strength and depth of S&T’s experience and market knowledge with the strength and depth of Freehills’ international resources.” Have there been any notable deals (size, complexity, duration, etc.) in your jurisdiction or that you’ve been involved in recently? Daniel Windsheimer: “The total value of disclosed PE investments increased in 2011HY1 compared to 2010HY2 from EUR

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Ai Magazine's 2011 Financial Review 2.5bn to EUR 4.0bn mainly due to the acquisitions of Evonik Carbon Black business by Rhone Capital LLC, JackWolfskin by Blackstone and a number of acquisitions in the three-digit investment range. As in 2010HY2, the value of strategic takeovers significantly exceeded the value of PE investments in 2011HY1. This development was mainly driven by the acquisition of a majority stake in MAN SE by Volkswagen AG (EUR 11.2bn), the envisaged acquisition of Kabel BW by Liberty Global Inc. (EUR 3.2bn), and the 96.15% stake in Süd-Chemie AG acquired by Clariant AG (EUR 2.0bn) in 2011HY1. Mazen Boustany: “I would say that this year has been better than the two preceding years, however, we have not returned to the transactions that we witnessed earlier, however as of the middle of year, hesitation has gripped the market again.” Dr. Alexander Vogel: “Assistance of STRABAG, the European construction giant, in acquisition of two major Swiss family owned construction groups, making STRABAG jump up to the number three position in the Swiss market.” Rahmat S.S. Soemadipradja: “S&T has been involved in the following notable deals this year: • Vallar plc’s (now Bumi plc) US$3 billion acquisition of a 75 per cent stake in PT Berau Coal Tbk and a 25 per cent stake in PT Bumi Resources Tbk. • Bumi plc’s proposed acquisition of 75 per cent of PT Bumi Resources Minerals Tbk (BRM) from PT Bumi Resources Tbk (which is currently not proceeding). • GMR Energy’s US$500 million acquisition of a 30 per cent stake in PT Golden Energy Mines Tbk (GEMS) (which is still subject to the public listing of GEMS). What patterns and levels of transaction activity have you witnessed in 2011? Have you seen any evidence of the return of the mega deal and the much publicized three speed recovery within your jurisdiction? Daniel Windsheimer: “In 2011, the German M&A market was in a better condition than the European or Global

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market. The local activity was above 2010 level and we saw an excellent first half year. Small and mid-sized transactions dominated the German market. Dr. Alexander Vogel: “Recovery in Q1 followed by a clear acceleration of activity in Q2 and first half of Q3, since then reluctance of buyers to rush into, and to go through with transactions. Thus, transactions tend to take longer and negotiations to be more intensive. Focus on earn-out and similar structures to breach the gap.” Rahmat S.S. Soemadipradja: “The Indonesian M&A market has been extremely active over the last year, particularly in the natural resources sector and also in the financial services sector. The mega deal definitely returned (albeit fleetingly). One particular example of the mega deal is the abovementioned Vallar deal.” How has Eurozone crisis impacted your jurisdiction this year? And how will it affect 2012? Daniel Windsheimer: “Of course it had and still has a negative impact. From July onwards we saw a return to intense volatility not seen since the early days of the economic crisis in 2008. However, German companies are in a good shape and are well positioned. Our Capital Confidence Barometer shows that German companies are above average optimistic in regard to the perspective on the state of the economy. For the German market the companies see much potential for growth short term. Mazen Boustany: “It seems that it is slowly impacting, since the levels of trade that were witnessed in May and afterwards were slow. If 2007-2008 financial crisis is a gauge, the crisis should be most felt next year, unless it is quickly resolved at the coming European summit and G20.” Dr. Alexander Vogel: “Unclear developments and outlook of economy as a whole have a negative impact on willingness of buyers to go through with transactions. For European buyers, Switzerland has become more expensive.” Rahmat S.S. Soemadipradja: “The

Indonesian jurisdiction has largely escaped the impact of the Eurozone crisis. However, the recent market downturn and uncertainties in the Eurozone have led to various foreign investors delaying their proposed investments in Indonesia, including Bumi plc’s proposed acquisition of BRM.” Have you seen any evidence of changes in banking regulation and ring fencing of the investment banking operation of the banks in your jurisdiction? If so how has this affected business? Mazen Boustany:”We have seen more control of the Central bank over the lending practices of the banks and there are talks about the reshuffling of the current legislation. Dr. Alexander Vogel: Investment banks as advisers have become less selective with regard to assignments and are willing to take on smaller transactions than a couple of years ago.” Rahmat S.S. Soemadipradja: “We have seen some evidence of changes in banking regulation. As part of the Government’s and central bank’s efforts to limit the impact of the market downturn/volatility and the Eurozone crisis, the following laws and regulations have been issued: the new currency law; the new monetary services authority law and the new central bank regulations on foreign exchange.” With a slowing global economic recovery – how will businesses plan for next year? How is M&A being used in your jurisdiction to keep growth momentum? Daniel Windsheimer: “Continued focus on cost reduction and efficiency throughout the financial crisis has most corporates positioned for stable to growing earnings. M&A will be a major option to keep growth momentum. Mazen Boustany: “A conservative slow growth. Few M&A deals. Dr. Alexander Vogel: “Swiss manufacturers are looking to expand their production capacities outside of Switzerland to be in a position to partially hedge the currency risks. This will give opportunities for cross-border acquisitions.”

Ai Magazine's 2011 Financial Review With a weakened 3rd and 4th quarter for deal stats in 2011, what are your prediction regarding Global M&A activity next year? Daniel Windsheimer: “Over the next 12 months we will see an increasing activity based on focusing on core assets, shedding underperforming business units and pressure on PEs to exit. While our respondents’ M&A attitudes are remarkably robust given the current environment, a slump into a double-dip global recession or another banking crisis would mean all bets are off. Mazen Boustany: “My prediction is that 2012 should witness some major M&A activity, especially if some good companies could be acquired cheaply. Dr. Alexander Vogel: “More due diligence, careful analysis of plans of target companies and ability to fulfil budgets, thus "stretched transactions" and more abandoned or postponed transactions.” Rahmat S.S. Soemadipradja: “The ongoing uncertainties of the present global economy and the Eurozone crisis make it difficult to forecast the future of Global M&A activity with any certainty.” Which sectors are currently attracting foreign investment within your region? And which sectors will be particularly active in the next 12 months? Daniel Windsheimer: “As we see significant changes in the energy sector this industry currently is of major interest for financial but also corporate investors. In addition, we do see PEs becoming more and more active in renewable, infrastructure and “green” activities, while also Real Estate remains an area of increased focus. For the upcoming months we expect a considerable accretion of transactions in the Chemical, Retail and Business Service sectors driven by restructuring, consolidation or spin-off strategies.” Mazen Boustany: “Oil, Real-Estate.” Dr. Alexander Vogel: “Machine industry, bio pharma, other technology driven companies.” Rahmat S.S. Soemadipradja: “Presently, the Indonesian mining sector, particularly coal, is attracting foreign investment, and this will likely continue in the next 12 months. We may also see an increase in foreign investment in the infrastructure sector in the next 12 months.” How are corporate financiers in your jurisdiction dealing with volatility in currencies in the current economic climate?

Dr. Alexander Vogel: “Borrowing in the local currency and procurement in currency of sales in order to avoid currency losses.” Rahmat S.S. Soemadipradja: “Indonesian corporate financiers would appear to be handling the volatility relatively well. The Government and the central bank’s policies would appear to support a slow rise or a slow descent of the Rupiah.” What are the firm’s goals for the rest of the year Mazen Boustany: “The firm is undergoing a rebranding exercise and should continue its growth, thanks to its solid assets and expertise.” Dr. Alexander activity/assignments.”

Vogel:”

Keep

current

level

Rahmat S.S. Soemadipradja: “S&T’s aim is to maintain its position as a leading Indonesian law firm with an experienced team of lawyers who provide international standard service to its multinational and national M&A clients in an innovative, efficient and cost-effective manner.” Do you have any predictions for the next 12 months? Daniel Windsheimer: “While restructuring related transactions will continuously be on the agenda a significant number of PEs are looking for exits of their investments (secondaries/tertiaries). On the other hand PEs are sitting on massive capital already committed to them and waiting to be invested. In addition, we see a growing appetite of Asian, respectively Chinese investors for European, especially German assets. While mega deals will remain to be exceptional in the PE environment, small and mid-cap deals are expected to be more frequent. We also expect to see an increasing number of alternative deal structures such as minority investments, public-to-private transactions or greenfield project financings. Mazen Boustany: “My take is that global financial banks might suffer in the future, especially with their exposure to European Sovereign Bonds (Greece, Spain, Portugal, Itlay…) and the start of the implementation of Basel III.” Dr. Alexander Vogel: “Flat development until outlook becomes less foggy.“ Rahmat S.S. Soemadipradja: “To a large extent, the Indonesian M&A landscape and business activities in 2012 will be heavily influenced by how the current Eurozone crisis is handled, and by China’s and India’s economic growth and appetite for commodities. Notwithstanding the above influences, we expect the Indonesian M&A market will continue to be active and we will continue to see sustained growth in natural resources (particularly mining) M&A transactions in 2012.”

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Ai Magazine's 2011 Financial Review

CASE STUDY WALKERS

Walkers focuses principally on corporate and international finance law with an emphasis on investment funds, private equity and capital markets and structured finance. Our firm delivers clear, concise and practical advice based on an in-depth knowledge of the legal, regulatory and commercial environment in the British Virgin Islands, the Cayman Islands, Ireland and Jersey. We are experienced in all types of international and cross-border transactions and are committed to developing close working relationships with our clients and their professional advisers. Our global presence means we are always open and accessible to clients in all time zones. There has been a notable increase in interest and appetite for the use of International Financial Centres such as the Cayman Islands to structure complex transactions efficiently. For rather different underlying reasons, the need in the developed world and in the emerging markets for efficient means of raising and deploying capital has rarely been more acute. The panacea for persons tasked with the responsibility of structuring holding companies in a world that is increasingly complex and global is a jurisdiction that offers tax neutrality in the first instance, and the ability to structure and manage companies with multiple investors and multiple layers of debt and equity as efficiently and effectively as possible. Walkers has unrivalled experience in advising clients and their

CASE STUDY EUROHOLD,S.L

onshore counsel in establishing companies to employ capital, debt securities and corporate governance structures that afford an almost infinite level of flexibility: an ability that is critical to the success of complex cross-border transactions. By imposing a Cayman corporate entity at the top of the ownership structure, one makes it possible to enjoy a level of sophistication that affords shareholders the ability to determine for themselves how business will be conducted. The importance that the popularity of such structures hold for the economies of the International Financial Centres ensures the willingness of our governments to work with local professionals in the development of attractive financial services products, and the existence of a high degree of consultation between the public and private sector means that the law keeps pace with the requirements of investors and creditors alike.

Rolf Lindsay rolf.lindsay@walkersglobal.com www.walkersglobal.com T: +1 345 914 6307 Walker House, 87 Mary Street, George Town, Grand Cayman, KY1 9001, Cayman Islands

In our opinion recovery of occidental stock-exchanges , a strong Private Equity activity after a 3-year grey period and a global move to a new international economical model.

I (Jean-François Alandry) am CEO of Eurohold S.L. We specialise in CF in TMT, Health, B2B Services, Logistics, Distribution, Retail, Food Industry and Environment. We are experienced in our field with some partners having more than 20 years of experience. We Specialize in determined activity fields, Multicultural and multi-language (English, French, Spanish, Portuguese, Japanese…). Our Thomson rankings are our best awards!

Credit crunch has obliged investors to move towards less leveraged transactions and different industries capable of generating returns thanks to double digit growths. Health, Technology, Environment and Renewable energies are clearly under spotlights.

Seniority in negotiations lead, sectors knowledge, cross-border transactions experience, total implication in deals completion including data-room organization or due diligence supervising and participating to SPWA negotiation.

Clearly. It seems to be that international large private equity players have decided to invest now in Spain due to the proximity of an economical recovery and to the strong and profitable (see relative weight in IBEX 35) LATAM link.

Our most notable deal was the purchase of Xacom by JZI and participation of SES Iberia (Siparex/Banco Espirito Santo) in GLT. Those 2 PE accepted to invest in these fast growing, profitable and exporting Spanish companies despite of the local economical crisis and taking into account our recommendations. We add real value to the deal by having strong knowledge at an international level of determined activity fields, cultural proximity and strong control of all the process. A pastern that we have noted is that Q2 is a traditionally active Q and this year the recovery perspectives of the Spanish economy helped to boost it.

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Jean-François Alandry jfa@eurohold.com www.eurohold.com T: +34 93 457 8980 Av. Diagonal, 361, 2-2, 08037 Barcelona, Spain

Ai Magazine's 2011 Financial Review

Corporate Finance Market trends in the Ukraine 2011

vellum Partners are legal experts specialising in corporate finance, covering arbitration, banking and finance, capital markets, competition, mergers and acquisitions, real estate and restructurings. Acquisition International speaks to Mykola Stetsenko, Managing Partner of Avellum Partners about corporate finance trends that have occurred in the Ukraine over the last 12 months. Mykola Stetsenko commented: “Our firm is dedicated to delivering the highest possible level of service to our clients; we help both foreign and Ukrainian investors to close complicated corporate finance transactions successfully and promptly. We use the most advanced Western methods and practices coupled with our broad experience in Ukraine and everyday practice to achieve our client’s goals. Our partners are actively involved in every transaction and we always search for practical and unique solutions for our clients.“ What experience and expertise do you bring to the table during a transaction, and how does this assist in getting deals through to completion? “We use top international standards in our legal practice and moreover, most of our lawyers have been trained at international law firms, which enable us to use best international practice. At the same time, we have an in-depth knowledge of local environment and always take a business-oriented approach.” Have there been any notable deals (size, complexity, duration, etc.) that you’ve been involved in over the last 12 months? How were you able to secure the role/s? “In M&A we have advised on the Russian Oils acquisition by Kernel, Radomyshl Brewery acquisition by Oasis Group, VAB Bank acquisition by Russian investors, Agri Alfa, Rise, and Dakor groups by Ukrlandfarming PLC, as well as on the sales of Ruta, UkrFinance, Renaissance Credit, and Inkerman Groups. “In capital markets we advised Metinvest on

establishment of USD1 billion MTN Program and issue of USD750 million notes within this program and advised PrivatBank and Avangard Eurobond offerings. “On the IPO front, our clients Avangard and IMC successfully did their public offerings in 2010. We have also advised MHP on its secondary GDR offering at the end of 2010. “We have also advised on many significant banking and finance transactions, mainly in the area of bank lending and trade financing.” How does your firm add real value to the deal? “We help foreign and Ukrainian clients successfully and quickly close complicated corporate finance transactions. We achieve this by combing our Western approach, unique among local law firms, with our extensive experience in Ukraine and our day-to-day practice. “ What patterns and levels of transaction activity have you witnessed in the Ukraine over the last 12 months? How has 2011 compared to 201o in terms of deal flow? “In 2011 in the M&A area the activity has picked-up in many sectors, with agriculture, FMCG, and financial services being the leading ones. The agricultural sector has experienced a lot of consolidation, especially in the sugar industry, where major sugar producers (Dakor, Rise, and UkrRos) have changed owners in early 2011. The financial institutions sector has seen the sale of VAB Bank and Renaissance Credit, as well as investment by Horizon Capital into UkrFinance Group, one of the largest debt purchase and collection businesses in Ukraine.” What methods are available in the Ukraine to boost global investment competitiveness? “Ukrainian government has been recently undertaking some reforms in the banking and regulatory sectors, as well as pushing the land reform in Ukraine. It has become easier to establish and run a company in Ukraine.

While the foreign investment stayed low in the last 9 months, a lot of investment came from local investors. We also see substantial interest from Middle Eastern investors, especially in the agricultural sector. Russian investors are also quite active (see above the deal on the acquisition of VAB Bank), as well as private equity. Horizon Capital alone invested into approximately 3-4 companies in the course of the last 12 months, while Advent International made its first investment into a healthcare company Isida.” How has demand for Ukrainian farming and food sector driven deal flow in 2011? Will this trend continue in 2012? “This trend will certainly continue in 2012. The farming sector remains very fragmented and we expect significant consolidation during the next few years. A big part of the deal flow in 2011 was in the farming sector with acquisitions of Dakor, Rise, and UkrRos (all of which hold substantial land banks), as well as some other farming companies, such as recent acquisitions by Kernel Group.” Which Ukrainian sectors will attract foreign investors in 2012? “We expect more consolidation and deal flow in the banking sector, FMCG, alcohol and beverages, as well as agriculture. “ Do you have any predictions regarding 2012 M&A activity within both the Ukraine and from a global perspective? “We expect M&A activity to pick up at the end of 2011 and in early 2012, as some businesses will continue to consolidate, while others will continue selling off their non-core assets. We also expect more joint ventures in those companies, which failed to attract capital through IPOs and Eurobonds earlier this year, but continue to experience the need for additional capital. We also expect that the Ukrainian Government will kick-off the privatization processes, which will lead to additional deal flow and even some acquisition finance transactions.”

Mykola Stetsenko mstetsenko@avellum.com www.avellum.com T: +380 44 220-0335 Leonardo Business Center 19-21 Bohdana Khmelnytskoho Str. 01030, Kyiv, Ukraine, 11th floor

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International Company Formations: Doing Business in

International Company Formations:

Doing Business in Wim J. Lukaart RA FM wlukaart@acconavm.nl www.acconavm.nl/internationaldesk T: +31 (0)76 578 57 20 Stadionstraat 2, PO Box 3254, 4800 ME Breda

Luis A. Breuer Magali Rodriguez Alcalá Breuer@berke.com.py Magali.rodriguezalcala@berke.com.py www.berke.com.py T: +595 21 446-706 Benjamin Constant 835, Jacaranda Bldg, Asuncion, Paraguay

ompany formations are still big business, the size, scale and clientele may have changed over recent years, but there is still a strong demand for the service. Starting a new business or opening in a foreign location often requires more than the initial assistance when it comes to the registration process; it’s important to consider the ins and outs of employing staff, access to banking and credit facilities, local corporation taxes and the logistics of trading internationally, for this reason, we’re also going to analyse the ease of trading in each representative jurisdiction, examining how different regulatory environments can either benefit or hinder business growth. Acquisition International speaks to the experts …. Mansoor Jamal Malik is managing partner for Mansoor Jamal & Co.

Luis A. Breuer is Senior Partner and Head of the Corporate and Commercial Division. Magali Rodriguez- Alcalá is Junior Attorney for the Corporate and Commercial Division. Both work for Berkemeyer Attorneys & Counselors. Namita Chadha is the Founder and Managing Partner of Chadha & Co. The firm is India’s leading boutique law firm specialising in advising foreign companies on their Indian legal and regulatory issues. Mr T.C. Huang is Managing Partner and Mr Nelson Lin is Senior Advisor, both work for Huang & Partners.

Namita Chadha (Ms.) nchadha@chadha-co.com www.chadha-co.com T: +91 11 4163 9294 S–327, Greater Kailash – II, New Delhi – 110 048, India

T.C. Huang Nelson Lin tc_huang@huangandpartners.com.tw nelson_lin@huangandpartners.com.tw www.huangandpartners.com.tw T: (886-2) 2746-0868 9F, No. 563 Chung Hsiao E. Road, Sec. 4, Taipei, Taiwan, Republic of China

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Hon. Nimrod E. Mkono is Managing Partner for Mkono & Co. Advocates in association with SNR Denton. Dilara Duman is senior lawyer in the Sarıibrahimo lu Law Office in Ankara/Turkey and has been operating more than 35 years under the leadership of Dr. Y. Selim Sarıibrahimo lu. What are you specific areas of expertise when it comes to company formations? Lawrence Lee: “We have assisted multinationals to establish their business presence in Taiwan for the past 41 years. This includes setting up the required entity such as a company limited by shares, a branch office, or a representative office. We also work closely with the relevant authorities such as obtaining foreign investment approval from the Investment Commission on behalf of overseas investors. Mansoor Jamal Malik: “Commercial Companies Laws, Foreign Capital Investment Laws, Commercial Laws, Commercial Register Laws, Capital Market Authority Laws and its regulations, Corporate Governance etc.”

International Company Formations: Doing Business in Namita Chadha: “The firm has expertise in incorporating all forms of companies and other forms of business entities viz. private limited, limited, companies registered under Section 25 of the (Indian) Companies Act, 1956 (i.e. companies not for profit), limited liability partnerships, societies and trusts, and setting-up of local branches of foreign companies in the form of liaison offices, branch offices and project offices.” Hon. Nimrod E. Mkono: “We bring an extensive track record of representing businesses across a broad range of industries, on all matters concerning the formation, licensing and post-formation activities of new companies. We also have substantial expertise in company secretarial services dealing with all statutory compliance requirements of companies.” Dilara Duman: “During formation stage the specific areas of expertise generally relates to Commercial Law, Foreign Investment Law and Tax Laws where all related existing legislation such as Code of Obligations, Social Security and others shall be used after formation” Please describe the legal requirements when it comes to setting up a company in your jurisdiction. Mansoor Jamal Malik: “Legal requirements may vary depending upon the form of the Company to be setup such as limited liability company (llc), joint stock companies (closed (SAOC) or public (SAOG)), with or without foreign participation. By way of an example, to set up an llc, with a foreign participation, (“NewCo”), the following documents are to be submitted to the Ministry of Commerce & Industry (“MOCI”): constitutive contract, in original, signed by the all shareholders; a bank certificate from a local bank certifying that the full value of each member’s share in NewCo’s capital has been paid in full into an account in the approved name of NewCo “under formation” (the minimum capital required for an llc with a foreign participation is RO. 150,000 except where it is a 100% GCC entity or 100% US entity); copy of the foreign shareholder’s certificate of incorporation and Memorandum and articles of association, duly notarised and legalised; Passport copies of proposed signatories for NewCo; Resolutions from the local corporate

shareholder; Corporate documents of local shareholder if corporate entity.” Magali Rodriguez- Alcalá: “The Paraguayan legal regime provides several options for companies to operate in our country. Paraguayan Civil Laws regulate many types of businesses associations. The most common adopted, however, are Stock Companies – Corporations (S.A) and Limited Liability Companies (SRL). The general requirements for Stock and Limited Liability companies are as follows: A company is formed with at least two partners for the incorporation. The act of incorporation or By-laws of Stock Companies or Limited Liability Companies require to be formalized in a notary deed. The deed is then filed before the Treasury Attorneys Office, which must issue a legal opinion regarding the fulfillment of the legal requirements to register the company in the Public Registries. With this opinion, the company is recorded and acquires legal capacity. After registration, an excerpt of the act of incorporation must be published in a high-circulation newspaper. Foreign companies may also operate in the country through a local branch. There are fewer requirements to incorporate and maintain a branch, since according to Paraguayan law foreign companies are subject to the law of their incorporation. Branches are therefore considered “extensions” of their parent companies (except for tax purposes) and the requirements to register the branch aim to create a legal bond to respond for the obligations of the company for their activities in the country.” Hon. Nimrod E. Mkono: “The name of the proposed company will have to be cleared by the Companies Registry. The Companies Act, 2002 prescribes a minimum requirement of two directors and two shareholders for a company registered in Tanzania. Foreign ownership of companies is generally not restricted and most business sectors are open to foreign investors. In a few sectors, such as in shipping, insurance, telecommunications and broadcasting, ceilings have been placed on foreign shareholdings by licensing authorities. Registration with Tanzania Revenue Authority (TRA) is mandatory for all business

structures. The TRA normally issues a taxpayer with a unique taxpayer identification number (TIN). Registration with TRA for VAT purposes is mandatory if a company’s estimated gross annual turnover will exceed Tsh40,000,000.00 (Approx. US$25,000). Any person carrying on business for gain must obtain a business licence. A temporary business licence is usually obtainable within a week and a permanent business licence is obtainable within 2 months” Dilara Duman: “The foreign investors can establish a Limited Liability Company with minimum two shareholders and with a minimum capital of 5.000,00 TL or a Joint Stock Company with minimum five shareholders and minimum capital requirement is 50.000,00 TL.” Does regulation in your jurisdiction hinder or benefit business growth? What can your jurisdiction offer to prospective companies? Are there any tax benefits? Mansoor Jamal Malik: “ The Free Zone areas provide many benefits for the prospective investor. There are at present, three free zones areas set up in the Sultanate of Oman. All the Free zones provide incentives for foreign investors, including: 100% foreign ownership; no custom duties; no Income tax for 30 years; no currency requirements; exemption from municipal taxes and no minimum capital requirements.” Luis A. Breuer: “Paraguay is known for possessing flexible rules and regulations that foster business growth and expansion for both local and foreign investing actors basing its economic system in free trade, release of taxes on investments, free movement of capitals and the lowest tax burdens in the region. Guarantees and incentives to investors include: equal treatment to national and foreign investors; the right to own property; free market; a free exchange system; liberty to hire investment insurance in the country or abroad and liberty to choose governing jurisdiction to settle arising disputes. There are also plenty of tax incentives including benefits and exemptions.” Namita Chadha: “India is a preferred

Twenty Nine

International Company Formations: Doing Business in investment destination for many foreign companies. The Government is increasingly liberalising the rules and regulations for doing business and reducing the time required for obtaining licences and approvals. Overall, Indian laws and regulations promote business growth, which is evident from the success of foreign companies doing profitable business in India. The robust banking system, credit facilities, repatriation of corporate benefits, special economic zones, individual and collective rights of shareholders, a large and growing middle-class, skilled and lowcost labour, democracy and a stable political system etc. are some of the factors that make India an attractive business destination. However, foreign investors need to be mindful of bureaucratic delays, local issues in certain parts of the country and corruption, which can act as impediments.” Mr T.C. Huang: “Attracting foreign business investment to Taiwan has been the Taiwan government’s long-term policy. To consolidate such efforts, the Ministry of Economic Affairs (MOEA) has set up a website (www.investintaiwan.nat.gov.tw) to provide information to interested foreign investors.” “Taiwan’s Statute for Investment by Foreign Nationals (SIFN) provides certain incentives and rights to eligible foreign investors. Some of these include; up to 100% foreign ownership; the right to apply for repatriation up to 100% of investment capital and profits after incorporation or after dissolution; same access to the incentives and rights afforded to domestic investors and the investment can be in the form of cash, machinery and equipment, intellectual property rights etc.” Dilara Duman: “The foreign investors can establish a Limited Liability Company with minimum two shareholders and with a minimum capital of 5.000,00 TL or a Joint Stock Company with minimum five shareholders and minimum capital requirement is 50.000,00 TL. The articles of incorporation of the company should be drafted and notarized; signature declarations of the company manager/s will be certified before the notary. The application for the registration of the company before the Trade Registry and Application for announcement of company in the commercial gazette would

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be made; the statutory books of the company would be attested by public notary. Application for opening a business site before the Municipality shall be made and a declaration before the Tax Office at the residence of the company shall be given.” How does ease of trading in your jurisdiction compare to other countries? Please highlight the ease of access to banking and credit facilities and local corporation taxes within your answer. Mansoor Jamal Malik: “There is no restriction on the repatriation of funds or the transfer of currency from and to Oman.” Hon. Nimrod E. Mkono: “Tanzania has been ranked fourth in the ease of doing business in East Africa, behind Rwanda, Kenya and Uganda, in the World Bank’s recently issued “Doing Business East African Community 2011” report. Incidentally, one of the key areas Tanzania lags behind its counterparts – particularly, Kenya – in is access to banking and credit facilities. Nonetheless, trade reforms have eliminated import and export licenses in all sectors except for goods considered sensitive for health and national security reasons. The prevailing corporate income tax rate is 30%.” Dilara Duman: “There are two fundamental legal regulations regarding incentives for investments; Decision no. 2009/15199 on Government Supports for Investments and Communiqué no. 2009/1 on the Application of the Decision Regarding Government Supports for Investments. In 2011, there had been some amendments on both of the texts.” “In order that the investment at issue is subject to an incentive certificate, this is a document that contains the characteristic values of the investment and provides an advantage from the support matters, registered on it in the event that the investment is realized in accordance with these values as well as the terms and conditions determined therein and is issued for the investments, benefit of which for the national economy is to be determined by the Undersecretaries of State for Treasury.” What are the logistics of trading internationally and what support do

you offer to your clients attempting to break into new markets? Namita Chadha: “International trade is primarily governed by the foreign trade policy and import-export control regulations issued by different ministries and the Directorate General of Foreign Trade. Subject to specific import or export control on certain products and conformity of the products to prescribed specifications, most products are under ‘open general license’ and can be imported freely. In terms of logistics, India has a welldeveloped network of sea ports and airports, a wide rail network and a rapidly improving road network. Significant investments are also being made in warehousing infrastructure. The strong telecom, IT and banking systems in India are also enablers of trade. Our firm represent clients from across the globe. The Indian subsidiaries of most of our clients carry out significant trade with their overseas group companies and customers.” Dilara Duman: “Before breaking into new markets we offer our clients detailed risk analyses, sector research, cost calculation, investigation of the rate of profit in the planned sector, and sometimes establish a partnership with Turkish investors.” What are the main factors to be considered when employing staff? How can be potential pitfalls be avoided? Please use examples to highlight your answer. Mansoor Jamal Malik: “Omanisation would need to be considered when employment of staff is to be considered. Ministerial Decision 127/94 as amended by Ministerial Decision 19/97 identifies six different sectors and lays down the percentage of Omanisation requirements for each of them. Foreign Companies would need to adhere to these omanisation percentages or run the risk of fines and being prevented from applying for visas etc if they were to breach the omanisation percentages required for the respective sector.” Magali Rodriguez- Alcalá: “When establishing a company in Paraguay, the following factors must be taken into consideration: Proper academic and technical education; Legal minimum age to perform works; Registration before Labour Authorities and the possibility to outsource

International Company Formations: Doing Business in the hiring of staff in cases where the service provider or employer will be subject to the labour regime (managerial positions are not subject to the labour regime)” “Potential pitfalls are and can be avoided through a transparent hiring of staff, avoiding informal labour relationships. Informal labour relationships are avoided with: a formal agreement where all rights and obligations are clearly set forth in compliance to Paraguayan Labour Law. The hiring of staff must comply with registration obligations before the Ministry of Justice and Labour and the Institute of Social Security and further payments.”

rates in India have peaked. Inflation is also likely to come under control in the next few months. The stock markets, which have declined significantly in recent months, are also beginning to recover. As a result of the aforesaid factors and the inherently strong fundamentals of the Indian economy and companies, we expect that the economy will perform well in the next 12 months. From the perspective of foreign investors, democracy and a stable political establishment, recent legislative and policy changes, a large and growing market, low-cost labour, a strong legal system are powerful reasons to invest in India. Therefore, we expect that FDI in India will grow strongly in the next 12 months.”

Dilara Duman: “Making written contracts when an employee is hired has an importance for the potential cases which may arise later. Besides, payments such as overtime payment, additional payment, and weekly leave payment, general leave payment should be specified when the wage of an employer is paid. It is necessary to establish an effective human resources department keeping all the necessary records of aforesaid, following necessary procedures for starting and termination with employment also dealing with Health and Safety regulations and complying with the requirements are important.”

Mr Nelson Lin: “In view that Taiwan is among the world’s largest producers of information-technology products, Taiwan’s export-driven economy is interlinked to those of its largest trading partners including China, Japan, the US, and Europe. Taiwan has made a fairly swift recovery from the 2007-2010 global financial crisis, and its economy has been strengthening steadily (forecasted economic growth rate of approximately 4.5% for year 2011) although the current debt crisis in Europe likely means that growth for the upcoming year will be at a slower rate.”

As we slowly recover from the economic downturn, do you have any predictions for the next 12 months in terms of doing business in your jurisdiction? Mansoor Jamal Malik: “Oman will continue to invest in its infrastructure.”

“Taiwan is actively promoting the normalization of cross-strait trade with mainland China (such as by entering into the Economic Cooperation Framework Agreement in June of 2010) that enables Taiwan industry to be further integrated into the greater China economic circle. This is expected to create new investment opportunities for Taiwan and foreign invested companies in Taiwan.”

Luis A. Breuer: “In the year 2010, Paraguay’s economy became the fastest growing economy in Latin America with a record growth of 14.5%. This growth rate represented the best economic performance in the country’s history. According to publications released by the Central Bank of Paraguay, it is expected that the economic growth in 2011 reach a 4% increase. With this said, Paraguay currently offers a safe and appealing environment for local and foreign investors. Important international companies have stated their interest in making significant investments in Paraguay using our abundant resources, such as the energy produced at the Itaipu and Yacyreta dams. We believe the following 12 months look very promising to Paraguay, hoping soybean and meat exports increase, we look forward to an increase in investments and global demand of primary products produced in the country.” Namita Chadha: “India has been less impacted by the global economic downturn than other major economies. For the past one year, however, inflation has been on the rise, which has led RBI to increase interest rates at frequent intervals. This has impacted credit off-take by businesses and retail consumers. It appears that interest

Hon. Nimrod E. Mkono: “Up until the global economic downturn began to affect growth in 2009, Tanzania had registered a record eight (8) consecutive years of gross domestic product (GDP) growth in excess of 6% since 2000. Against this backdrop, we do believe that economic prospects for the medium term look bright. Indeed, inflationary pressures are low, gold prices (a major Tanzanian export) are at historic highs and investor sentiment towards East Africa’s second largest economy remains buoyant. Key drivers of growth in the short and medium term will continue to include private consumption, exports, tourism revenues and FDI. The GoT also intends to ensure that GDP growth is fueled mainly by key growth sectors, namely agriculture, manufacturing, tourism, mining and infrastructure. In light of these factors, which should facilitate Tanzania’s continued robust economic expansion in real terms – and assuming the absence of major adverse shocks from the global economy – the forecast is a real GDP growth rate of 6.9% in 2011 and 7.3% in 2012, both exceeding the average real GDP growth forecasts for Eastern Africa and Africa.”

Thirty One

International Company Formations: Doing Business in

CASE STUDY ACCONAVM ADVISEURS EN ACCOUNTANTS “I work for acconavm which is one of the leading financial services companies in the Netherlands providing audit-, accounting-, fiscal-, legal- and corporate financial services from 50 offices in the Netherlands with approx. 300 professionals and 1.300 staff. I am responsible for corporate finance and member of the International Desk. This is our reception desk for International customers http://www.acconavm.nl/internationaldesk. For International companies which want to acquire or establish a Dutch company we have a website on which information can be found re. doing business in the Netherlands. Furthermore a data base with companies which are for sale is presented there (http://www.dutchcompany-base.com).” “The Netherlands is the ideal place to establish a company. Dutch people speak their languages. Being a small country in the middle of Europe we are focused on International trade. Rotterdam is the largest port of the world and Schiphol-Amsterdam one of the most important airports in Europe. The infrastructure is perfect. Therefore The Netherlands is the gateway to Europe and the other continents.” “A private limited liability company (B.V) may be incorporated by one or more individuals or legal entities whether foreign or Dutch. The minimum capital to be paid in is € 18.000 but in the near future changes are expected to increase flexibility. The shares are privately registered and the transfer is restricted. The Dutch public limited company (N.V.) requires a minimum paid in capital of € 45.000. Shares are not registered and can be freely transferred to the public. The limited companies can only be formed via a deed of incorporation of a civil law notary. The partners liability is limited to the amount of capital invested.” “There are also possibilities to form a general or a limited partnership (V.O.F. or C.V.). These can be formed by at least two members, Dutch or foreign residents, individuals or legal entities on the basis of a partnership agreement. There is no minimal

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capital. No notary required. The partners are each jointly and severally liable. In the limited partnership the limited partner provides capital and is liable to that extent while the operating partner has full liability.” “Apart from a low corporate tax (20-25%) The Netherlands with its participation exemption (capital gains and dividends derived from a qualifying subsidiary are fully exempt from corporate tax) and rules for permanent establishments (income from a foreign branch is exempt provided such branch is a permanent establishment or representative) is choosen by many International companies for holding activities.” “The banking system in the Netherlands is transparent compared to other countries in Europe. The economical and political situation is stable. The economical downturn has it effects but signs of recovery are felt. Employing staff does require attention but flexible contracts do exist and legislation seems to turn into the advantage of the employers.” “We have a client base of more than 40.000 companies in the Netherlands and are able and willing to help the International entrepreneur to establish and create a prosperous business.”

Wim J. Lukaart RA FM wlukaart@acconavm.nl www.acconavm.nl/internationaldesk T: +31 (0)76 578 57 20 Stadionstraat 2, PO Box 3254, 4800 ME Breda

Doing Business in the Seychelles

Doing Business in the

Seychelles O

ffshore financial centres have come under a huge amount of pressure from international governments to have a more fair and open approach to business; hence the last few years have witnessed a lot of change and the introduction of regulation. That said there are still some very appealing reasons to form offshore and a wealth of great opportunities for both companies and individuals. Acquisition International’s offshore series aims to identify the key trends in the major hubs and pinpoint the most active and attractive locations. Through its investment framework focussing on safeguarding the interests and rights of potential investors, the Seychelles government has been working hard to attract inward investment into the region. The Seychelles is now recognised as one of the worlds’ most developed international business centres; despite its small size and seemingly isolated location, the country offers unlimited opportunities for investment and business in different economic sectors. Acquisition International speaks to Conrad Leblanche of Pardiwalla Twomey Lablache. The firm Pardiwalla Twomey Lablache (PTL) was set up in 1991. PTL celebrates two decades of practice at the end of this year, starting off with a general practice but, over time, specialising in corporate and business law. PTL is engaged in both litigious and non-litigious work and it’s main areas of practice include banking, real estate, M&A and telecom.

What factors are attracting companies and wealthy individuals to the Seychelles? What are the key benefits of locating here? “Seychelles has grown into one of the leading offshore jurisdictions and offers a range of tax planning and asset protection possibilities. Some of the key products are the tax exempt International Business Company and International Trust and the low tax Special License Company which can benefit from tax relief under a growing network of double taxation avoidance treaties.” In reference to your area of expertise, how do local laws in your jurisdiction differ with those of other offshore financial centres? “The Seychelles offshore business is well-regulated and Seychelles remains on the so called “OECD White list”- which makes for investor confidence and, with an attractive range of offshore products, brought about a steady increase in corporate and banking work over the past decade.”

ptl@seychelles.net T:+248 432 10 71 PO Box 343, Suite 109, Premier Building, Albert Street, Victoria, Mahé, Seychelles

What code of ethics do you adhere to and who regulates them? Has the region been under pressure to adhere to international regulation? “PTL lawyers are members of, and are regulated by, the Seychelles Bar. There has, of course been pressure to adhere to a number of international norms and the Seychelles regulatory authorities have responded positively to such pressure.” What gives you an advantage over local and global competitors in your areas of expertise? “PTL, with a team of six attorneys, all with experience in corporate and business law and headed by a former attorney general of Seychelles, is the largest Seychelles law outfit in Victoria. Most of our competitors are either sole practitioners or are without Seychelles-law qualified members.” What steps over recent years has the Seychelles government taken to attract inward investment into the region? “Recently anti-trust legislation has been enacted and there is also a move to overhaul some aspects of our Intellectual Property legislation. An Investment Code, protecting foreign investment, has also been recently enacted.” Can you please define the nation’s taxation strategy? “The tax system has been overhauled recently under IMF guidance and the new system comprises basically three forms of taxes: personal income tax (applicable to salaries only); the business tax (applicable to business revenue); and the goods and service tax (GST) (applicable to import and sales). With a view to further rationalisation, a VAT is expected to replace the GST shortly. “ What are your predictions for the future of Seychelles as a leading offshore destination? What opportunities are currently available to the finance sector? “As challenging as it is promising. The next frontier is funds and equity investment. The legal framework is in existence already and there is much professional interest in such investment products from various capital centres of the world.” On a lighter note, why do you think the Isles of Seychelles is the best offshore location? “The Seychelles time zone: Located almost exactly halfway between Singapore and London! We can do business with much of the East and West in the same work day.”

Thirty Three

Protecting Intellectual Property in M&A transactions

ealmakers facing an M&A transaction should know all about what is often the company's most valuable asset: its intellectual property. Understanding how intellectual property rights are involved with M&A is essential given how M&A activity in the intellectual property field has come to dominate these transactions generally. It is key for prospective dealmakers to take every precaution in protecting their IP assets. As such it is of the upmost importance that companies seek professional and comprehensive advice specific to their needs. Acquisition International speaks to the experts… André Visser is a partner at Adams & Adams. He is head of the Corporate and Commercial Department. R. Danny Huntington is a partner with Rothwell Figg Ernst & Manbeck PC. He is one of the most experienced attorneys in the firm and typically has teams of 2 to 5 other attorneys working on matters with him. Who is a typical client? André Visser: “Adams & Adams services the full spectrum of clients, from individuals off the street, to large national and international firms.

R. Danny Huntington: “We serve a wide variety of clients who range from large multinational corporations to individual businessmen and women. Our clients are located throughout the United States and in other countries. Almost all of our new clients are referrals from existing clients.” How does your firm stand out from competitors? André Visser: “Due to its size, Adams & Adams can provide a full scope of services and areas of specialisation where some competitors do not have the resources and depth to provide similar services. In addition, we utilise state of the art systems to manage

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André Visser av@adamsadams.co.za www.adamsadams.com T: +27 (0) 12 432 6206 Lynnwood Bridge, 4 Daventry Street, Lynnwood Manor, Pretoria, 0081

all areas of our practice, from accounting and file management to a dedicated client portal where clients may access all the information in respect of their Intellectual Property portfolio directly on line. R. Danny Huntington: “Our guiding principle is to provide the highest quality professional services on a timely basis at a reasonable charge. Our professional fees usually are based on the actual amount of time expended on a project, which generally is determined by the difficulty of the project. It is our practice to apportion projects or parts of projects among persons in the office who are capable of performing the work at the lowest billing rate. We often find that utilizing the assistance of well-trained paralegals is cost-effective for our clients. “All of the attorneys in our firm who are involved in technological areas have a scientific or engineering education in addition to their legal education and bar admission. Many US firms have a large number of attorneys in their IP group who are not technically trained. In our firm this is limited to attorneys who have many years of IP litigation experience.” What does an IP advisor bring to the deal table? How important is their role? André Visser: “In structuring M&A deals, clients tend to concentrate on the tangible assets they have available, without giving consideration to the advantages that intellectual property could provide in structuring or implementing a specific transaction. For example, where financing is involved from a third party or a financial institution, intellectual property could be utilised as part of the security package to secure the financing and the intellectual property itself may add significant value to the financing package depending on the circumstances.” Why

company’s

intellectual

R. Danny Huntington dhuntington@rothwellfigg.com www.rothwellfigg.com T: (202) 783-6040 1425 K Street, NW, Washington, DC 20005, United States of America property such a valuable asset? What steps should a company take in protecting their IP? R. Danny Huntington: ”For many companies, IP is their most valuable commodity. The best example of that is the substantial number of companies who decide to market their patents when they find they cannot compete in the marketplace in selling products. This has led to the recent purchase of the Nortel patents by a group including Microsoft and Apple, and shortly thereafter, Google’s purchase of Motorola Mobility largely to obtain its patents. “To protect its IP, a company should periodically conduct an audit of all of its IP. Such an audit should look at not only what can be protected that has not yet been, but also whether there are any issues, such as assignments, etc., with respect to the IP it thinks it owns. Since less commonly known IP rights may be involved, such an audit is more efficiently and effectively conducted by an IP firm. Such a firm can then either suggest that someone within the firm do the work, or if it involves a very specialized area, experts can be brought in to assist.” Companies involved in M&A often

Protecting Intellectual Property in M&A transactions overlook the intrinsic value of their own IP – why is this? How are you able to assist prospective clients in this way? André Visser: “Due to the fact that intellectual property is not tangible, clients often believe that the intellectual property that they have access to, is not worth much, or alternatively they fail to recognise that it is in fact intellectual property with intrinsic value and sometimes of critical importance to the transaction itself. This problem is particularly common where the intellectual property itself is not registered. Goodwill, know-how and similar types of intellectual property are sometimes invaluable in respect of the business operations of a client, but without it being highlighted and identified, this is often overlooked or ignored. What are your predictions for IP law in your jurisdiction over the coming 12 months? André Visser: “In South Africa

specifically, there are no specific changes expected, except that there may be some further focus on the protection of traditional knowledge within South Africa. From a continental perspective, the interest in Africa as an investment destination is increasing and through our extended network of associates within the African continent, we do expect the demand for intellectual property advice and protection on the African continent as a whole, to expand and become more important from a strategic perspective, for clients.” R. Danny Huntington: ”Over the next 12 months a massive amount of work will be done to understand and develop strategies for use of the Leahy-Smith America Invents Act (AIA). The filing of patent applications will generally be the same as before because most companies will want to preserve the ability to file in countries outside the US. However, the new possibilities for attacking patents both before they are issued, as well as after, will

give companies a great deal of flexibility to either prevent the issuance of patents or to attack them in the US Patent and Trademark Office (USPTO). Many companies are expected to prefer this rather than having to attack them in a US district court, often before a jury that does not typically have the technical knowledge to competently understand and evaluate the patent claims asserted to have been infringed. “Included in the new proceedings in the USPTO are Inter partes Review (IPR) and Post grant Review (PGR), both of which are expected to be similar to the current proceedings in the first stage of a patent interference. These proceeding will allow a company to attack a patent for a fraction of the cost of defending an infringement litigation. The big question is whether the USPTO will be able to hire enough judges to handle all of the IPRs and PGRs expected to be filed.”

CASE STUDY DAVID GARRICK, KAYODE & CO.

“David Garrick, Kayode & Co. is a commercial law firm with offices in two major Nigerian cities, Lagos and Abuja. The firm was established in 1960 and is one of the pioneers in Intellectual Property practice in Nigeria. The firm has been active in this area of law since 1960 and has won several awards from international rating agencies worldwide for its unrivalled expertise in IP. “The firm is headed by Olugboyega Kayode, the Managing Partner. Mr Kayode obtained his Bachelor and Master of Laws (LL,B and LLM) degrees from the University of London in 1968 and 1969 respectively. He was called to the Nigerian Bar in 1972 and has since worked as a private legal practitioner with focus in intellectual property, corporate and tax law.

“With over five decades of experience in legal practice in Nigeria, the firm represents several local and international corporations in the acquisition, maintenance and protection of their IP rights in Nigeria. With background knowledge of the businesses of clients, we are able to offer sound commercial and legal advice to clients in all sectors of the Nigerian economy. We also advise and assist clients on regulatory issues with the various Nigerian Regulatory Agencies. “A company’s intellectual property is its most important asset. In order to develop and grow, a company invests a lot of money on innovations, creating new products lines and research/ development. The enormous investments on these have to be protected via monopoly rights granted (Intellectual Property rights) to the company and these rights form a significant percentage of the net value of the company.

“With the recent increase in the volume of mergers and acquisition, liquidation and buy-out in the corporate world, IP plays a key role and is considered as one of the most significant management strategic issues in these corporate activities. Most companies involved in M&A however ignore these valuable assets and rather focus on the physical assets. The role of an IP Adviser in M&A is very vital. IP valuation and IP Audit are very critical issues in M&A negotiation as it gives the parties the relevant information on the value of the company’s assets. A IP Advisor should therefore be involved in M&A negotiation.

“The increased in awareness about IP coupled with the requirements of the Regulatory Agencies for corporations seeking regulatory approval to register their trade marks (and other intellectual property rights) with the Registry of Patents, Trademarks and Designs, companies are responding and there is increased activities in the IP field in Nigeria.”

Olugboyega Kayode info1@garkaylaw.com olugboyega.kayode@garkaylaw.com www.garkaylaw.com T: +234-1-7361989, 7361902 25, Olanrewaju Street, Oregun Industrial Estate, Oregun, Ikeja, Lagos, Nigeria.

Thirty Five

Protecting Intellectual Property in M&A transactions

CASE STUDY By Heinz Goddar 1 and Christian Czychowski 2 cooperation with Triller Communication3

Valuable patents can give rise to spectacular M&A processes in the smartphone technologies market. As the Google acquisition of Motorola shows, intellectual property can be both a shield and sword for companies and investors. Google paid about $12.5bn for the mobile phone division of Motorola in August 2011. Analysts estimate that more than half of the purchase price invested by the internet giant was for Motorola’s some 17,000 patents alone. This means Google valued each patent at more than $400,000 – not an exorbitant rate. At the auction of the patent portfolio for Canadian telecom supplier Nortel, just a few weeks earlier, Google went home empty-handed. The successful competitors Apple, Microsoft and others even paid around $750,000 per patent; therefore almost quadruple the usual value for patents in the information and telecommunications technology (ICT) sector up to then. Patents, trademarks and copyright have always been a separate part of M&A transactions. Alongside lead consultants, investment bankers as well as lead counsels for legal issues, intellectual property boutiques are also often involved for issues relating to intellectual property (IP). Furthermore there are specialised checklists. The increasing importance of patents in the ICT sector especially, and the emergence of patent trolls – companies that snap up intellectual property rights to act commercially with them without producing or selling goods themselves – are testament to the growing importance of IP in transactions.

Prof. Dr. Heinz Goddar goddar@boehmert.de www.boehmert.de T: +49 (89) 55 96 80 Pettenkoferstr. 20-22 D-80336 München

Thirty Six

Defense and attack IP can act as both a shield and a sword: On the one hand it serves as a defense against claims, for example, to safeguard and maintain own production capacities and sales of own products. On the other hand it can be used as a tool to attack other competitors and oust them from business fields. Patents are particularly suitable for this. Their scope of protection goes far beyond that of trademarks, which only protect the description of a product or a service. It also far exceeds copyright protection which secures the concrete design of a creation like the code of a software item. For Google and its competitors it’s a question of both: Defense and Attack. The market for smartphones is extremely competitive. Here, patents are frequently used as a tool with which established vendors make it more difficult for new competitors like Google to enter the market. Google, in turn, needs the patents in order to resist such attacks. At the same time, the patents which Google acquired are an important – and sometimes the only accepted – currency in this market. They enable the corporate group or its partners to offer competitors the possibility to exchange licenses in order to use technologies which are urgently needed. Whether or not the counterparties on both sides have properly assessed the value of the acquired patents remains to be seen. Prof. Dr., Patent Attorney, Partner Boehmert & Boehmert, www.boehmert.de 2 Dr. Rechtsanwalt, Partner Boehmert & Boehmert, www.boehmert.de 3 Triller Communication, www.triller.com 1

Dr. Christian Czychowski czychowski@boehmert.de www.boehmert.de T: +49 (30) 23 60 76 70 Meinekestraße 26, D-10719 Berlin

Investing and Trading in South Africa Ian Lindsay 4th Floor The Forum, 2 Maude Street Sandton, 2196 P.O. Box 782687, Sandton, 2146 Docex 42 Sandton Square T: +27 11 669 6000 or +27 11 669 6034

Investing and Trading in South Africa

ccording to the World Economic Forum’s latest Global Competitiveness Index, South Africa has improved its ranking (after a disappointing fall last year) and is now the 50th most competitive region to do business (out of 142 countries surveyed). Bank of America Merrill Lynch has also named South Africa as one of the three global markets showing the most promising growth outlook over the next 10 years; with forecasted stronger-than-expected consumer spending and a hefty government stimulus package growth is predicted to be 4.2%.With overall improvements to regulation, more accountability by private institutions, greater investor protection, technological improvements and an increasingly sustainable business environment South Africa is the most competitive economy in the region and there are not only plenty of opportunities but trustworthy, reliable options for savvy investors. Acquisition International speaks to Ian Lindsay, a senior partner at Knowles Husain Lindsay Inc, a South African law firm. Who is a typical client? “Our typical client is a private or a public company that requires assistance within the broad spectrum of commercial matters from advice and assistance in drafting and revision of various agreements and associated documents to representation in commercial litigation.”

Summarise the primary statutes and regulations that govern trade in South Africa and the current level of import/exports within the region. “The main statute regulating the commercial environment in South Africa is undoubtedly the Companies Act 71 of 2008 which, as from the 1 of May 2011, substituted its predecessor. The new Companies Act aims to simplify the formation and day-to-day governance of the business entities. Import and export is governed by the International Trade Administration Act 71 of 2002. “A person investing in South Africa also needs to be mindful of the Broad Based

Economic Empowerment Act 53 of 2003, which is a uniquely South African piece of legislation aimed at redressing inequalities and providing for the broader participation of previously disadvantaged individuals in trade and industry. The Competition Act stands guard against anticompetitive behaviour as well as regulating mergers and acquisitions.”

“As alluded to above, South Africa has a world class infrastructure both transport wise, as well as administratively, through the latter I mean the strong accounting practices and legal system, where the fair and dependable common law is especially strong in contract law. The transparency through various reporting duties also provides strong investment incentive.

Why is South Africa an ideal location for trade and investment? “Much new legislation, such as the already mentioned the Companies Act and the Electronic Communications Act, recognises the increasing role of internet and electronic communication in business.

“South Africa is the continent’s largest economy and was termed as the most competitive economy in its region in the 2011 World Economic Forum Global Competitiveness Report SA.

“The South African Receiver of Revenue provides for online filing of relevant tax returns, internet banking and online accounts for various service providers reduce administrative burdens. “Moreover, South Africa is also an ideal gateway to the rest of Africa with many South African companies including banking, mobile and retail industries establishing their presence in other Southern African countries.” What factors have helped South Africa rank as the 50th most competitive region? “English is commonly spoken in South Africa, hence communication is never an obstacle. “South Africa has a well developed banking and financial system. The banks can accommodate various international transactions and the exchange control over the years has been thawed. “An excellent road infrastructure as well as a number of world class ports, of which Durban is the busiest container port in Africa, mean that the country is well prepared for the transport of goods.” What methods are available in South Africa to boost global investment competitiveness? How do they fare to neighbouring countries?

“Great natural resources combined with high mining technologies and booming tourism also differentiate South Africa from its neighbours. Over the years the South African legislator has reduced and eliminated various foreign investment obstacles such as for example punitive non-residents shareholders tax. “South Africa also has a well established legislative framework providing for the protection of intellectual property in the form of the Trade Marks Act, the Copyright Act, the Patents Act and the like.” How does the local economy benefit directly from the foreign investments? What has the government done to ensure a balance between investment and return? “Unfortunately South Africa has high unemployment and every investment is likely to help in combating this problem. “The South African government has protected its country’s labour market through implementation of what may be perceived as very employee friendly labour legislation. “There are number of sectoral restrictions and most importantly the provisions of the Broad Based Economic Empowerment Act and its regulations that impose an obligation on investors to ensure local participation in management, ownership and community ‘up-liftment’.”

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International Corporate Tax Analysis 2011

International Corporate Tax Analysis 2011 I

n the last year, the global average corporate tax rate has dropped from 35% to 26%; with most international governments trying to encourage both domestic and international investment, we have witnessed many new measures imposed by tax authorities attempting to create a competitive tax environment. Corporate tax rates and rules change so frequently that they can pose quite a challenge to business operating in more than one territory. When it comes to choosing where to do business, local corporate tax rates have quite a big sway and the various different regulatory environments around the world can be mapped in terms of how they benefit or hinder business growth and foreign investment. This feature will examine the key issues facing corporate tax lawyers today and aims to provide a detailed overview of income tax rates, tax systems, and tax incentives in some of the world’s major business hubs. Acquisition International speaks to the experts… Chinapat Visuttipat is Tax Partner and Head of Tax Service (Taxand Thailand) for HNP Counsellors Limited. John Gulliver is Head of Tax and Robert Henson is Tax Partner at Mason Hayes & Curran, both working in their tax department. Athanassios Ch. Safaris is Senior Partner at Avramopoulos & Partners Law Firm. Please provide a brief history of your firm and outline your past experience in Corporate Tax. Chinapat Visuttipat: “HNP Counsellors Limited (Taxand Thailand) is an independent firm set up in 2002 by former international partners of Baker McKenzie. Our full range of tax service includes corporate income tax, personal income tax, international tax, transfer pricing, value

Chinapat Visuttipat chinapat.vs@hnpcounsel.com www.hnpcounsel.com T: +66 (0) 2632-1800 Ext. 181 38 Q.House, Convent Bldg, 11th Fl, Unit 11 A/B, Convent Road, Silom Bangrak, Bangkok 10500, Thailand.

Thirty Eight

added tax (VAT), customs and excises tax including cross-border transaction, and M&A.” “My past experience in Corporate Tax includes advising the MNCs to invest in Thailand and assisting Thai based business expand its business offshore for both tax and corporate planning as well as contractual/transactional planning. Also, my experience in Corporate Tax covers joint venture deals, business acquisition, legal/tax due diligence and corporate restructuring.” John Gulliver: “Mason Hayes & Curran is a full service business law firm with 58 partners and offices in Dublin, New York and London. At Mason Hayes & Curran we have a tradition of delivering consistently excellent advice and providing a broad range of legal services to multinational, institutional and government clients. Key areas of expertise include Mergers and Acquisitions, Securities Law, Tax, Financial Services and Litigation across a range of sectors including energy, healthcare, technology, real estate and banking.” Athanassios Ch. Safaris: “Avramopoulos & Partners Law Firm was established in Athens in 1989 by its senior partners Vassilis D. Avramopoulos and Michael C. Poulakos, to provide quality comprehensive legal advice in both the corporate and litigation arenas. “ “Its tax attorneys represent clients in acquisitions, financings and leasing transactions, financial products, transfer pricing issues and capital market transactions. In addition, they represent locally based corporate and other taxpayers in tax planning, transactional, tax audit and tax dispute work.” What gives you an advantage over local and global competitors in your areas of expertise? Chinapat Visuttipat: “We provide a full range of tax and legal services including business and financial advisory to serve both local and global clients with global networks of Taxand in nearly 50 countries.”

John Gulliver jgulliver@mhc.ie www.mhc.ie T: +353 1 6145000 Dublin: South Bank House, Barrow Street, Dublin 4. London: 60 Lombard Street, London EC3V 9EA, UK. New York: 330 Madison Avenue, 6th Floor, New York, NY 10017, USA

International Corporate Tax Analysis 2011 Robert Henson: “Our Tax Group provides an internationally experienced team of partners and professionals to provide innovative and leading edge tax services to its international corporate and individual client base. Ireland’s membership of the EU, its regulatory regime, the 12.5% corporate tax rate, various tax credit relief regimes and tax exemptions in respect of certain activities provides a unique platform to structure international business in and through Irish corporate and other vehicles. Our broad experience in this area guarantees our clients the very best advice and support to help them to maximise these opportunities” Athanassios Ch. Safaris: “Our professionals are adept at representing clients in ways that transcend basic legal skills. The ability to successfully navigate clients through complex tax and commercial issues, often crossing borders and intertwining cultures, has long been and will remain a hallmark of Avramopoulos & Partners Law Firm’s service.” Have there been any notable deals (size, complexity, duration, etc.) that you’ve been involved in recently? Chinapat Visuttipat: “We have won the Award from the International Tax Review (Euromoney Publication) as ‘Thailand Tax Dispute Firm of the Year 2010’ in relation to the potential Customs Dispute under our assistance to negotiate with the government agencies to reduce the tax exposures from THB 700 million (USD 23 million) to THB 1 million (USD 33,000).” John Gulliver: “Despite the global economic downturn, inward investment in Ireland continues to grow and we have seen a marked increase in recent months in cross border transactions involving Ireland. An example of one of our notable deals is when we advised on Irish legal and tax aspects of the BA / Iberia merger into the collective International Airlines Group. This merger created

International Airlines Group which is now one of the world's largest airlines with a capitalization of US$6BN.” Athanassios Ch. Safaris: “We have been advising Greek subsidiaries of major multinationals on tax structuring and transfer pricing matters. We have also handled complex, convertible mortgage transactions for our real estate clients.” Can you please outline and define your jurisdiction’s key corporate tax laws and how they are regulated? Chinapat Visuttipat: “The principal tax law in Thailand is the Revenue Code (RC), which governs personal and corporate income taxes, value added tax, specific business tax, and stamp duties. Thai juristic companies or partnerships are subject to corporate income tax on their worldwide income. Foreign corporate entities carrying on business in Thailand are taxed on the net profits generating from their business activities in Thailand.” Robert Henson: “Ireland’s corporate tax laws promote the use of Ireland by multinationals both as a location for large scale group trading operations availing of the 12.5% corporation tax rate and in cross border debt issuance transactions through tax neutral Irish special purpose companies (“SPCs”). Ireland’s favourable tax regime for SPCs allows monies raised to be on lent to group companies without Irish tax leakage. Despite Ireland’s membership of the EU, taxation, and in particular rates of taxation within Member States, are matters for decision at national government level. Provided EU rules are respected, Member States are free to choose their own domestic tax systems. In addition, all EU taxation proposals take account of the principles of subsidiarity and proportionality. Accordingly, Ireland 12.5% rate of corporation tax is guaranteed at national

Athanassios Ch. Safaris a.safaris@avralaw.gr www.avramopoulos.com T: + 30-210-69.12.200

Ghada Nazih gnazih@bdo-jo.com www.bdo.jo T: +962 6 551 5038

70, Panormou str., 15 23 Athens, Greece.

Wadi Saqra, 2/F Al-Mirad Building. Al Sharif Nasser Bin Jamil Street, Jordan

government level and is not under threat externally.” Athanassios Ch. Safaris: “A foreign enterprise operating in Greece through a branch or a subsidiary company, or indeed having acquired a “permanent establishment” in Greece, is subject to corporate tax. Greek companies are taxed on their profits before distribution at the rate of 20%. Dividends are distributed from after-tax profits and are subject to a dividend withholding tax of 25%, subject to the relevant bilateral treaties for the avoidance of double taxation. Dividends or distributed profits by a Greek SA or Greek LTD company to an EU entity are exempted from such withholding tax, under the condition that they have a participation of not less than 10% and that they participate for at least two consecutive years. The same applies for dividends received by Greek companies for their participation to other EU companies under the same conditions.” How do region’s local tax laws encourage foreign investment? Can you please use examples within your answer and highlight your jurisdiction’s current taxation rate on corporate profits. Chinapat Visuttipat: “In order to encourage the business acquisition, Thailand provides special tax incentives for corporate amalgamation and business transfer (entire and partial business transfer) in terms of CIT, VAT and other taxes. In addition, Thailand promotes its country as a hub in the region with special tax privileges of ROH and International Procurement Center (IPC).” John Gulliver: “Ireland uses a sophisticated toolkit of tax rates, exemptions, allowances, credits and reliefs to attract various activities to its shores. At the epicentre of this regime is a 12.5% corporation tax rate for almost any trading activity carried out in the

www.boodlehatfield.com T: +44 (0) 20 7629 7411 89 New Bond Street, London W1S 1DA, UK

Thirty Nine

International Corporate Tax Analysis 2011 State, an exemption from tax for certain investment funds and share portfolio income, and an ability to structure cross-border transactions, including big ticket leasing, through Irish corporate and other vehicles so as to utilise Ireland’s extensive double tax treaty network.” Athanassios Ch. Safaris: “Greece is currently undergoing a period of economic and social reforms required to support its economy. Conditions are being introduced to foster new investments, to create new jobs, to promote regionalization and to boost healthy competition. In order to reduce bureaucracy, Greece has established local Investment Centers with the mandate to facilitate investors to acquire the necessary licenses and permits required by Greek law. It has also introduced procedures to expedite the establishment of legal entities. New investments and expansions are being encouraged by recent investment incentive legislation.” What new tax measures have been implemented in your jurisdiction over the last 12months and how have they affected demand for tax advice? Chinapat Visuttipat: “The new tax issue in Thailand is to reduce the standard CIT rate from 30% to be 23% in 2012 and 20% in 2013 onwards. The new rates are under the enacting process of the government.” Robert Henson: “There have been a number of positive developments within Ireland’s financial services tax regime in recent times. Despite the global financial crisis, the financial services industry in Ireland continues to grow and Irish fiscal policy has fostered that growth. For many years Ireland has been a preferred location for tax exempt regulated investment funds, asset finance (in particular aircraft leasing) and insurance and re-insurance undertakings. The introduction, pursuant to Finance Act 2010 of a special taxation regime for Islamic financial products represented the first step in Ireland’s development of an international hub for Islamic finance.” Athanassios Ch. Safaris: Many new tax measures have been implemented in Greece over the last 12 months, such as, new legislation for the confrontation of tax evasion, fiscal restructuring and reorganization of the tax audit authorities, new legislation regarding corporate taxation and the issue of the Greek tax residency, implementation regarding the transfer pricing and thin capitalization rules, etc. How common are tax disputes within your jurisdiction and how are they settled? Chinapat Visuttipat: “Corporate tax disputes can be settled under the Board of Tax Appeal as an administrative process. After that the taxpayer can file the tax lawsuit against the Revenue Department under the judicial process via the Central Tax Court as a court of first-instance. The final dispute resolution will be settled by the Supreme Court after the court of first-instance.” John Gulliver: “Although historically the level of tax disputes in Ireland has been relatively low, we have seen an increase in this area in recent years. Under Ireland’s self-assessment corporation tax system, taxpayers are obliged to assess their liability to corporation tax and comply with their obligations by paying the amount due and filing a return within the prescribed period. Penalties for non-compliance are severe and this of itself acts as an incentive to taxpayers to ensure that their tax affairs are up to date.”

Forty

Athanassios Ch. Safaris: Fiscal disputes constitute a large proportion of disputes handled by our Firm, given that the tax regime in Greece is characterized by the complexity of the relevant legislation and the fragmental regulation of the procedures. Fiscal disputes are resolved by the ordinary tax courts, however, at the request of the taxpayer, such disputes can also be resolved by administrative committees. As it is very rare for an administrative committee to decide for the deletion of the disputed tax liabilities, the vast majority of fiscal disputes are settled by the courts. How does your jurisdiction addresses and prevents tax avoidance? Chinapat Visuttipat: “There is no GAAR under the Thai corporate tax laws. However, Thai tax authorities apply the general provisions of laws to attack the abusive tax avoidance, for example, transfer pricing concept and non-deductible expenses.” Robert Henson: “The Irish tax code contains a general antiavoidance provision which enables the Irish Revenue Commissioners to withdraw the tax advantage arising from a transaction where they form an opinion that the transaction is a tax avoidance transaction, the primary purpose of which is to secure a tax advantage.” Athanassios Ch. Safaris: “Greece has introduced tough legislation in order to prevent tax evasion, as part of reforms agreed in return for the bail-out by the European Union and the International Monetary Fund. The new law provides for jail sentences for people convicted on non-payment of Income tax obligations and value added tax (VAT).” What are the key issues facing tax lawyers today and what methods/strategies have you developed to overcome them? Chinapat Visuttipat: “Taxand Thailand provides tax services by tax lawyers and tax accounting professionals. This is to serve the commercial practice and to support the business activities efficiently. The aim of our practice is to provide a flexible solution to the clients with integration of legal, contract, tax and other relevant issues.” John Gulliver: “Tax lawyers need to be conscious that advising multinationals on corporate tax structures in and through foreign jurisdictions cannot be done in isolation. At Mason Hayes & Curran we seek to deliver best in class tax services alongside our corporate and IP lawyers. We regularly work with some of the top tax lawyers worldwide to ensure that structures involving Ireland works cross border and are in the interests of longevity and in compliance with OECD guidelines.” “Whilst access to funding in global markets has led to a decline in M&A activity internationally in recent years, fiscal policy in Ireland has remained focused on maintaining Ireland’s competitiveness as an international business location. The global downturn has brought its own opportunities in distressed asset and debt investment internationally. A sharp increase in property based insolvencies and receiver appointments have also triggered activity in these sectors, albeit at prices discounted to reflect market conditions.” Athanassios Ch. Safaris: “The key issues facing tax lawyers today are: the complexity of the tax legislation, the fragmental settlement of tax liabilities and, in particular, the lack of a clear and structured code for administrative procedure; and the problem of overloading of administrative courts with tax cases, which creates substantial delays.In order to overcome these problems, our Firm keeps under constant review

International Corporate Tax Analysis 2011 the development in the field of tax law, the theory and the jurisprudence of tax courts; collaborates with specialized tax offices and audit companies to achieve the most appropriate and effective solution to the arising issues. We also support continuous personal contact of the tax lawyers with the judges of the administrative courts of every level to enable the exchange of aspects on the legal issues and the clarification of the disputes brought to the competent courts; and seeks to clarify the point of view of its clients to the tax authorities through the personal contact of its lawyers with the tax officers and the submission of detailed memoranda and queries.â&#x20AC;? What factors over the last 12months have contributed to the global average corporate tax rate dropping by 9%? Chinapat Visuttipat: â&#x20AC;&#x153;This is a trend to reduce income tax rate around the world and we believe that it is a â&#x20AC;&#x2DC;Tax Competitionâ&#x20AC;&#x2122; issue in the region. As a result, the government will compensate it with increment of VAT.â&#x20AC;? Robert Henson: â&#x20AC;&#x153;With increased globalisation, competition has intensified

between jurisdictions to attract and maintain mobile investment projects. Managing a groupâ&#x20AC;&#x2122;s effective tax rate is a key tool in driving shareholder value. Although a wide range of non-tax factors inform taxpayersâ&#x20AC;&#x2122; investment decisions, straitened economic circumstances have led to renewed focus for multi-nationals on managing, and where possible reducing, the groupâ&#x20AC;&#x2122;s effective tax rate. Irelandâ&#x20AC;&#x2122;s pro-business and low tax regime play a significant part in this.â&#x20AC;?

What are your predictions for the next 1 2 months regarding corporate tax within your jurisdiction? Chinapat Visuttipat: â&#x20AC;&#x153;We believe that the corporate tax rate will be reduced under the government plan. As a result, we imagine that heavy tax audit and more tax collection will be actively performed by the tax authorities to compensate the loss of tax from the rate reduction.â&#x20AC;?

â&#x20AC;&#x153;For a small economy such as Ireland, the 12.5% rate of corporation tax, IP incentives, R&D credit and other tax reliefs have been a key tool in developing and growing Irelandâ&#x20AC;&#x2122;s presence internationally and are recognised as part of the countryâ&#x20AC;&#x2122;s international brand. However, a low tax rate in isolation is not of itself sufficient to maintain long term investment and the recent shift away from tax haven jurisdictions demonstrates this point. In the absence of an extensive network of double tax treaties, low tax benefits may be eroded through withholding tax leakage on repatriation of profits to tax havens or controlled foreign company regimes.â&#x20AC;?

John Gulliver: â&#x20AC;&#x153;Despite much media speculation in the last 12 months, the Irish government has not wavered in its steadfast commitment to maintaining the 12.5% corporation tax rate. This is a long term commitment by the government and opposition parties alike and we would not foresee any divergence from this in the foreseeable future. In terms of personal tax, it is expected that measures will be introduced to improve the income tax regime for non-Irish executives and employees reassigned to Ireland in a further move to increase Irelandâ&#x20AC;&#x2122;s attractiveness to foreign investors.â&#x20AC;?

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Forty One

Mining & Energy M&A Report Mining & Energy M&A Report

n the first half of 2011, 1,379 deals worth US$71 billion were announced within the mining sector, making it the busiest half year of M&A in the sector’s history. During this period the US overtook Canada and Australia to become the mining sector’s most acquisitive nation in terms of deal value.

Mr. Yousaf Khosa is a partner at Rizvi Isa Afridi & Angell. He practices from the firm’s Islamabad offices and is also currently the President of the Firm’s Afghanistan entity.

Despite a blip in Q3, resources sector M&A in Asia is expected to rebound and dominate activity for the remainder of the year as China and India's energy-hungry economies drive demand for commodities. The transaction pipeline in the natural resources sector looks strong as North American and European-listed miners compete with emerging Asian economies for control of sought-after commodities.

What areas do you specialise in? Mr. Khosa has extensive experience in the field of mineral/mine, petroleum and construction laws in addition to corporate and competition laws of Pakistan.

With lower activity in other sectors it is expected that resources will continue to be a big driver for M&A activity in the next six months. Already data reports show that energy and utility deals account for nearly a third of the dollar value for all worldwide M&A transactions thus far in the fourth quarter. Within this report we are looking to include a select number of firms who are invited to discuss how they stand out as leading players in the Mining and Energy fields. You will be invited to discuss any particular issues related to the mining and energy sector which are especially prominent in Pakistan, comment upon your experiences of M&A activity in the sector now with an outlook to the next twelve months, as well as referencing any deals you have been involved with of late.

Mr Ranjit Prakash is a senior partner for HSA Advocates.

Mr. Ranjit Prakash: Infrastructure projects including mining and EPC. Mr Prakash has also extensive experience in international commercial arbitration. How does your firm stand out from local competitors in terms of the services you offer? Mr Khosa: Rizvi Isa Afridi & Angell (RIAA) is currently representing almost all of the major companies involved in setting up power projects in the oil, gas, hydro and alternate energy sectors in Pakistan. RIAA is the pioneer law firm of Pakistan in drafting the project finance documentation in consonance with the commercial agreements. Mr. Ranjit Prakash: HSA Advocates is the leading law firm in India in the field of projects and infrastructure and is perhaps one of the very few firms in India with a dedicated team dealing with all aspects related to the mining sector in India. Our clients include major domestic and international mining entities engaged across the

Antonio V. Ortúzar, Jr. Antonio.Ortuzar.Jr@bakermckenzie.com www.soemath.com T: + 56 2 367 7078 Nueva Tajamar 481, Torre Norte, Piso 21, Santiago, Chile

Forty Two

business chain in the sector. Have there been any notable deals (size, complexity, duration, etc.) that you’ve been involved in recently within the sector of mining & energy? Mr Khosa: The Firm has successfully completed demerger of Premier Oil plc, and KUFPEC (a subsidiary Kuwait Foreign Petroleum Exploration Company) involving six commercial discoveries spread all over Pakistan. The assignment of 5 blocks of Occidental Petroleum to British Petroleum is also to the credit of RIAA. The Firm also represented Sovereign Energy in the farm-out deal with Mari Gas Company Limited very recently. The Firm has also represented and advised Tethyan Copper Company Limited in respect of its mining activities in Balochistan which is considered to be the largest single investment in the mining sector of Pakistan estimated to be a US$ 3.3 billion project with an expected mine-life of 56 years. Mr. Ranjit Prakash: HSA is currently advising an Australian mining major on its’ recently diversified portfolio into coal in Queensland, Australia which are considered highly prospective for Thermal Coal. HSA is advising in structuring of the proposed transaction and negotiation with the prospective investors in India with regard to the proposed investment in the client’s four coal blocks in Queensland in Australia. The role includes negotiation with the prospective buyers/investors in India, evolving the best

Maciel, Norman & Asociados info@mna.com.ar www.mna.com.ar T: (+54-11) 4813-2044 Cerrito 1136 10th Floor, Buenos Airies, Argentine

Mining & Energy M&A Report investment structuring and related transactional documentations. [ Deal Value #A$ 79 Million per EPC (approx.)] Can you please define the global factors that have contributed to the busiest half year of M&A in the mining sector’s history? Mr Khosa: Global financial melt-down and the changing geo-political scenario in the region has prompted major M&A activities in the mining sector in Pakistan. The energy sector is primarily need driven because Pakistan is facing acute power shortage and is moving very fast towards attracting private international investment. Mr. Ranjit Prakash: Globally, there has been a significant increase in mining activities over the past fiscal. The increasing demand-supply gap in high quality energy resources, especially with respect to coal in India, has resulted in a large number of Indian companies turning to foreign energy resources. Significant inbound and outbound M&A activities in emerging Asian economies, particularly China, India and Indonesia, have been strong drivers of the frenetic M&A deals globally. An industry-wise analysis shows that the mining sector accounted for the lion’s share of M&A deals during the first half of 2011, primarily due to large outbound transactions. What methods and strategies has Australia put in place to become the mining sector’s most acquisitive nation in terms of deal value? And how does your jurisdiction fair in comparison? Mr Khosa: Pakistan has a lot of resources and numerous investment incentives including tax credits and availability of finance to offer, but in view of the political instability the investors are advised to have strong legal security in terms of their agreements and guarantees from the respective Federal/Provincial Governments in Pakistan. Mr. Ranjit Prakash: Australia has a significant history of mining, particularly in Western Australia and a system of sophisticated regulations formining. Australia has some of themost evolved parameters for valuation of mining resources based on the JORC (Joint Ore Reserves Committee) Codes and parameters. In India,no sophisticated and developed system of resource valuation has been developed as of now.Most Indian mining tenements up for acquisition (whether via direct sale or through a joint venture) are not supported by adequate exploration data which may be comparable to JORC. Keeping these concerns in mind, the Government of India is now attempting to release transparent, strong and effective measures. It is expected that India’s comprehensive new Mines and Minerals Development and Regulation (MMDR) Bill (which shall be introduced in Parliament in 2011-12), may give an impetus to large mining entities to carry out mining operations in India . It is predicted by some that resources will continue to be a big driver for M&A activity in the next six months. What are your thoughts on this? Mr Khosa: As the demand for resources continues to increase, the activities of companies involved in supply will continue to expand, and in such a high investment industry, a continued increase in M&A seems inevitable.

The excess demand will continue to facilitate growth. Mr. Ranjit Prakash: Transactions have slowed down considerably since July, 2011 amid the deepening crisis in the European region and in the US. For the remainder of 2011, jittery global equity markets will likely put a strong downwards pressure on the valuations of most mining entities. However, despite the economic slowdown, the potential for growth in M&A activities are strong as it is fuelled by a demand for resources to enable economies like China and India fulfil their demands for rapid development. In our opinion, M&A deals in the resources sector shall continue to be very aggressively driven over the next foreseeable future. Further, there are strong prospects that a significant number of such M&A deals from the region shall be outbound. What are you predictions for 2012 regarding the energy and mining sector within your jurisdiction? Mr Khosa: We see a lot of M&A transactions in the energy sector in Pakistan primarily because Pakistan is trying to create an investor friendly environment especially in the alternate energy solutions like the wind farms and hydropower in the in private sector. Mr. Ranjit Prakash: Currently, we are experiencing a slight slowdown in inbound mining related M&A’s due to global recession and the consequent slowdown in industrial growth (even in countries like China) and concerns over falling commodity prices. The demand for resources, however, shall continue to grow in the key emerging economies unhindered and we do not expect industrial production to decline drastically. Although there may be a slight correction in the valuation of M&A deals, the volume of M&A deals shall not be affected significantly.

Yousaf Khosa ykhosa@riaalaw.com www.riaalaw.com T: 111 – LAWYER Rizvi Isa Afridi & Angell, 68, Nazimuddin Road, Sector F-8/4 Islamabad. Ranjit Prakash ranjit.prakash@hsalegal.com www.hsalegal.com M: (+91) 98105 66266 81/1, Adchini, Sri Aurobindo Marg, New Delhi – 110017 T: (+91) (11) 2651 1000 704-706, Embassy Centre, 7th Floor, Nariman Point, Mumbai – 400021 T: (+91) (22) 4340 0400

Forty Three

Mining & Energy M&A Report

ahmat S.S. Soemadipradja, Senior Partner with Soemadipradja & Taher (S&T), who specializes in Energy & Natural Resources, particularly mining, and Corporate/M&A.

How does your firm stand out from local competitors in terms of the services you offer? “S&T is a leading full service corporate & commercial law firm. S&T is widely regarded as having one of the leading practices in Indonesia and has recently worked on some of the most significant/high-value M&A transactions in the Indonesian minerals and coal sector.

“One distinguishing feature of S&T is its long-standing close association with Freehills, which sets it apart from the majority of other law firms in Indonesia. In contrast, many Indonesian law firms have only recently established an association with offshore law firms. “The result of this long-standing association is an integrated Indonesian law service to clients, combining the strength and depth of S&T’s experience and market knowledge with the strength and depth of Freehills’ international resources. “Have there been any notable deals (size, complexity, duration, etc.) that you’ve been involved in recently within the sector of mining & energy? “S&T has been involved in the following recent notable deals within the Indonesian mining & energy sector:

and foreign investment. Although not as developed a jurisdiction as Australia, Indonesia has put in place strategies to improve the legal framework and transparency, maintaining a relatively stable democracy and currency. Despite the recent global slowdown in economic activity, the Indonesian mining sector has been able to attract record domestic and international investment, as indicated by the boom over the past year in mining company acquisitions (especially coal) by both multinational and domestic companies.” It is predicted by some that resources will continue to be a big driver for M&A activity in the next six months. What are your thoughts on this? “Assuming that China’s and India’s economic growth and seemingly relentless appetite for base commodities continue, we would agree that resources will continue to be a big driver of M&A activity in the next six months.” What are you predictions for 2012 regarding the energy and mining sector within your jurisdiction? “To a large extent, the Indonesian energy & mining sector in 2012 will be heavily influenced by the global downturn, the current handling of the Eurozone crisis, and, as noted above, by the level of China’s and India’s economic growth and appetite for commodities. “Notwithstanding the above influences, we expect the energy & mining sector, particularly coal, to continue to attract significant foreign and domestic investment in the next 12 months.”

· Vallar plc’s (now Bumi plc) US$3 billion acquisition of a 75 per cent stake in PT Berau Coal Tbk and a 25 per cent stake in PT Bumi Resources Tbk. · Bumi plc’s proposed acquisition of 75 per cent of PT Bumi Resources Minerals Tbk (BRM) from PT Bumi Resources Tbk (which is currently not proceeding). · GMR Energy’s US$500 million acquisition of a 30 per cent stake in PT Golden Energy Mines Tbk (GEMS).” Can you please define the global factors that have contributed to the busiest half year of M&A in the mining sector’s history? “The global factors that have contributed to the busiest half year of M&A in the mining sector’s history include China’s and India’s economic growth and seemingly relentless appetite for base commodities, as well as the increase in the prices of precious metals and coal. “ What methods and strategies has Australia put in place to become the mining sector’s most acquisitive nation in terms of deal value? And how does your jurisdiction fair in comparison? “Australia’s high quality mineral resources and reserves, very stable political environment, investment incentives, transparent bureaucracy and strong international currency are all attractions to investment in the Australian mining sector. Like Australia, Indonesia also sits on attractive high quality mineral resources and reserves and is open to both domestic

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Rahmat S. S. Soemadipradja T: +62 21 574 0088 rahmat_s@soemath.com www.soemath.com Level 9, Wisma GKBI, Jl. Jenderal Sudirman No.28, Jakarta 10210, Indonesia

The Emerging Force of the Boutique Law Firm

Boutique Law Firm The Emerging Force of the

Kyriacos Kyriacou win@lkbaltica.com www.lkbaltica.com 70 Piccadilly, London W1J 8HP

he lull in demand for legal services from top-tier firms has served to highlight the emerging force of boutique firms. Being boutique is all about delivering work to the highest standards and building long term working relationships with clients; successful boutique practices have a flexible and personal approach and this is what many corporates are now looking for. Having grown in number and diversity, boutique firms are snapping up work that has traditionally been taken care of by larger firms. Many boutiques have been recruiting talent from top-tier firms and partners with ‘heavyweight’ experience are relocating and bringing with them a wealth of experience. Acquisition International speaks to experts… Kyriacos Kyriacou is the Principal and founder of LK BALTICA, a boutique law firm based in Mayfair, London. He is a Solicitor of England & Wales (qualified in 1995). He is also a registered Aviation Consultant and member of the British Association of Aviation Consultants.

Armando Mérida amerida@meridayasociados.com.gt www.meridayasociados.com.gt T: (502) 2366-7427 20 calle 12-51 A zona 10, Guatemala City, Guatemala 01010

Richard Mansi rmansi@thorpalberga.com www.thorpalberga.com +1 345 949 0699 103 South Church Street, Grand Cayman KY1-1106, Cayman Islands

Armando Mérida is a senior partner at the law firm Mérida y Asociados in Guatemal City, Guatemala, Central America. Richard Mansi is a partner of Thorp Alberga. He has over 15 years’ legal and commercial experience in the corporate and investment funds areas. Prior to Thorp Alberga, Richard was a partner at another leading Cayman Islands law firm having first trained and qualified at Linklaters in London. Richard also has several years front office banking experience from working at two large London-based investment banks. As a boutique law firm, what areas s of law do you specialise in? Kyriacos Kyriacou: “LK BALTICA specialise in Corporate & Commercial Law, including international transactions, commercial litigation and international arbitration. We also handle Civil Aviation including the establishment of airline operations in the UK, airline start-ups and passenger & cargo operations. We also advise on Employment law issues (acting mainly for employers). Our clients include international commercial entities, entrepreneurs, international airlines, tour operators, manufacturing, publishing, shipping, steel & aluminium, natural gas, and technology. My firm also looks after the private interests of high net-worth individuals. We have associate offices in Moscow, Nicosia, Athens and Riga. Next year we intend to establish associations in Dubai and Kiev.”

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The Emerging Force of the Boutique Law Firm Armando Mérida: “Patents and trademarks and related litigations; Civil Law; Commercial Law; Banking Law; Real Estate.” Richard Mansi: “We specialise in the provision of expert Cayman Islands’ legal advice. Our Cayman Islands legal practice covers the full range of matters, including contentious and noncontentious work. From our offices in Grand Cayman and Hong Kong we provide expert advice on general company and commercial, hedge fund, private equity, securitisation, asset finance, insurance, regulatory, dispute resolution, private client, immigration and employment law. From our Hong Kong office we provide company and commercial advice on matters of BVI law.” Have there been any notable deals (size, complexity, duration, etc.) that you’ve been involved in recently? Richard Mansi: “We act for a broad range of clients on a wide variety of issues ranging from the most simple to the extremely complex. Our clients include a number of major asset managers, investment banks and law firms as well as smaller independent players. The vast majority of our work is essentially confidential (and accordingly we would not want client names mentioned in the editorial). We have acted on a number of significant IPO transactions in Hong Kong where there may be less sensitivity.” What methods and strategies have boutique law firms developed over the years to ensure they deliver the highest standards and building long term working relationships with clients? Kyriacos Kyriacou: “Most of my clients have been with me for many years and I consider them also to be my personal friends. Indeed nearly all new clients are introduced to me by my existing clients and I always seek to establish a warm relationship with each of them. I am reminded of the late George Daniels, the renowned precision watch maker who would only make watches for clients he liked! Frequently, meetings will be held over lunch or dinner at one of the many good restaurants in the area. Brasserie St. Jacques in St James’ is one of my firm favourites – Sadly the art of the ‘business-lunch’ has diminished over the years, but I am doing my best to preserve the tradition. I prefer to act for people whose company I can enjoy and a meeting accompanied by good food and decent wine can be remarkably productive.” Armando Mérida: “First of all I think that clients like to be in contact with the lawyer that they know well. Then the work is perform normally in a shorter time and third the client does not receive a bill with surprises.” Richard Mansi: ”We are a newly emerged Firm. The original Firm of Myers & Alberga was a successful law firm in the Cayman Islands for approximately 30 years. The Firm was significantly reorganised 2½ years ago and in that time we have gone from 2 Partners to 10 Partners. All of the 8 new Partners were Partners or Heads of Department of major Cayman Islands law firms. We have

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no doubt that the points mentioned above in answer to question number 3 will ensure that we deliver the highest standards and develop real long-term relationships with our clients. Since the restructuring, I think it is fair to say that we have generally grown our client base and almost all clients have come back to us for further work. We think this is entirely correct as we wish to foster long-term relationships with the best clients by simply providing the best service.” Can you please explain how boutique firms are snapping up work that has traditionally been taken care of by larger firms? What can you offer your clients that larger firms can’t? Kyriacos Kyriacou:” There is no question that English law firms, whether large or small generally offer a very good service. However, larger firms particularly in central London will inevitably have heavy overheads and large salaries to pay. This means higher fees for the client. A small boutique firm on the other hand, with much lower overheads (although with lawyers every bit as good) can afford to charge considerably less. I believe it is also fair to say that the larger firms cannot offer the same personal service and level of intimacy as that of a boutique style practice. But it is not necessarily helpful to compare the two types of law firm. Horses for courses… there is sufficient diversity of practice in the UK to satisfy the needs of every kind of client.” Armando Mérida: ”Our law firm belongs to the International Society of Primerus Law Firms and also to the Association of European Lawyers (AEA). These memberships and our announcements in different international directories has enable us to penetrate into a market that is normally taken by larger law firms.” Which sectors have been the most active in 2011? How has the global downturn altered this and the type of work you carry out? Armando Mérida: ”Probably the most active sector in our office during the year 2011 has been Patents and Trademarks. Real Estate matters have been very low as other part of our practice. The global downturn has altered our normal Patent of work, which always has been the involvement in Real Estate transactions, which of course brings more work with civil and commercial matters.” How can your firm help with the specific legal and commercial requirements of firms operating in the sector? Armando Mérida:”We have the necessary expertise in order to help companies in many matters related with commercial transactions.” Richard Mansi: “We have the very best Partners drawn from very senior ranks of other firms. Our business functions as a true partnership which means that we can bring the very best skills to

The Emerging Force of the Boutique Law Firm our clients’ transactional requirements. Amongst our Firm we have considerable senior head count with true business experience (for myself, I worked in an investment bank in the front office for several years). This level of expertise and our collegiate approach means that we can accommodate and understand our clients’ requirements swiftly and decisively.” Do you have any predictions for the next 12 months? Will boutique law firms continue to be “recession-proof”? Kyriacos Kyriacou: “This is certainly a financial crisis like no other. It comes amidst two major international conflicts, a colossal banking crisis and turmoil in the Middle-East. The emerging markets of India and China are now beginning to slow down and there is uncertainty as to the future of the Euro. If the top economists have been unable to make any firm predictions for the future I think it would be unwise for a lawyer to attempt to do so. But I do follow the situation closely as no one can afford to be complacent. I believe however that Britain should be one of the first European countries to emerge from the recession due to a number of factors which place us at an advantage to our European counterparts. Whether we shall see recovery within the next 12

months is very hard to say. Be positive – be prepared! A boutique firm has the advantage of being versatile and able to adapt to new circumstances quickly. Although no business is ‘recession proof’ – we can perhaps be recession resilient!” Armando Mérida: ” We are very positive about the future of our law firm and we think that boutique law firms will continue growing with their work. “ Richard Mansi: “I am sure 2012 will bring its own challenges. The boutique law firm often operates on a tighter cost base with essentially more equity in the firm because the firms are Partner lead. This means the firm is more elastic in dealing with changes in transactional volumes. Moreover, as a recently emerged boutique Firm we are not trying to seek to defend a market share position whether in percentage or absolute US Dollar revenue terms. Taken from that perspective we are not unduly concerned by wider market forces as essentially we see many opportunities for growth in what is essentially an underserviced Cayman Islands legal market. We would have to grow very dramatically (and beyond our ambitious plans) to be directly concerned with the overall size of the market.”

Forty Seven

Germany, a Location for International Arbitration

n a country with such a broad international reach, the German business community has always been—and remains among the primary users of arbitration. The country is an ideal location for settling international business disputes; German arbitration law provides a modern procedural framework and is based on an international recognized standard. As a worldwide leader in the international finance sector, Germany is home to a wide range of highly skilled practitioners, who are suitable to act as arbitrators in international arbitrations. Experts for all sectors of the economy are able to provide professional support for arbitral tribunals and parties. Acquisition International speaks to the experts…

exporter” for decades and still is the country that exports the highest total value of goods after the People’s Republic of China. Therefore, the German civil law regularly collides with the common law systems of various purchasing countries. There are also significant differences within civil law jurisdictions.

Dr. Wolfgang Habel is Senior Partner in the law firm HABEL BÖHM & PARTNER in Erfurt and Member of the THURINGIAN CONSTITUTIONAL COURT in Weimar.

Dr. Achim-Rüdiger Börner: “The German business community favours arbitration because of the industry expertise of the aribtrators and the confidentiality of the proceedings. Panels are usually composed of specialists who are experts for the technical, economic and trade usage aspects of a specific industry sector and of presiding arbitrators with significant procedural and settlement experience. Quiet dispute settlement plays a very important role in Germany, and this may be one of the reasons why Germany is not so visible as a place of international arbitration.”

Oliver Bolthausen is Managing Partner and Lawyer/Rechtsanwalt for BRIDGEHOUSELAW as well as Fellow of the Chartered Institute of Arbitrators in London. Dr. Achim-Rüdiger Börner is Partner of Börner Law Firm. Why has the German business community always been and remains among the primary users of arbitration? Dr. Wolfgang Habel: “Arbitration in Germany is handled quicker and more cost effective than state jurisdiction. Cases are settled in one instance and cannot be drawn through appeals and revisions. Parties can select a suitable arbitrator and thereby ensure competence in the respective area of law and business. Oliver Bolthausen, LL.M., FCIArb: “Germany was considered “world champion

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“However, not only in these cases has international arbitration offered the ideal basis for the parties to enter into agreements. Besides the advantages in international business, arbitration enjoys an excellent reputation within Germany due to experienced, fair and impartial arbitrators as well as the support of German courts towards arbitration panels.”

Germany is an ideal location for settling international business disputes; can you please explain what factors have contributed to this? Dr. Wolfgang Habel: “German law is very liberal regarding the recognition of arbitrational awards. Therefore even in arbitrations under the Rules of the ICC Paris a place of the arbitration in Germany can be a good choice. Oliver Bolthausen, LL.M., FCIArb: “There are several reasons for Germany’s major importance for settling international business

Dr. Wolfgang Habel habel@advohabel.de www.advohabel.de T: +49 (0) 361 60083-10 Walkmühlstrasse 1a, 99084 Erfurt

Oliver Bolthausen, LL.M. (USA), FCIArb (UK) oliver.bolthausen@bridgehouselaw.de www.bridgehouselaw.us T: +49 (0)89 2060 299 60 Karlstr. 35 „Karlshöfe“, 80333 Munich, Germany

Dr. Achim-Rüdiger Börner info@boernerlaw.de www.boernerlaw.de T: +49-(0)221-3602 999 Zülpicher Str. 83, 50937 Cologne, Germany disputes. Germany provides professionals with wide-spread expertise in the field of arbitration. Language boundaries are not an issue – professionals have mostly profound English language skills. Furthermore, as already mentioned, the legal system particularly promotes and protects international arbitration. Efficiency of court proceedings in Germany, e. g. enforcement or annulment, is a contributing factor. Another important reason for Germany’s importance in international business disputes is the trusted legal and political environment and the willingness of the German lawmaker to develop ADR in general. “Last but not least there is Germany’s geographical location in the heart of Europe combined with excellent, reliable air transportation.” Dr. Achim-Rüdiger Börner: “Germany is an early member of the New York Convention and is well connected to the world by trade and investment. It has one of the most sophisticated legal systems of the world, world class legal education, and a fair number of arbitrators of

Germany, a Location for International Arbitration highest national and inter¬national experience and esteem, who guarantee an unbiased rule of law and efficient proceedings. There is a firmly entrenched and valued national tradition of utmost fairness for international partners.

support or monitor the proceedings as well as in matters of interim relief, while after the arbitrators’ final decision state courts are approached to deal with either annulments or enforcements.

Can you please define Germany’s modern procedural framework regarding arbitration? Dr. Wolfgang Habel: The legal framework provides for a maximum of flexibility to be used by the parties and allows all kinds of rules of arbitration to be agreed. The Rules of the German Institution for Arbitration (DIS) are based on the international accepted features of the ICC Rules, but they are less bureaucratic. The latest revision of the ICC Rules coming in force in 2012 have therefore adopted some of the features of the DIS Rules but the latter are still much more streamlined to deal with ordinary business disputes in a much more effective way.

Arbitral awards are generally final and binding. A second instance doesn’t exist. The award can only be set aside by annulment of a state court. In case the losing party does not comply with a national and foreign arbitral award, the prevailing party may apply to the state court for a declaration of enforceability. Dr. Achim-Rüdiger Börner: Germany has in its Code of Civil Procedure a section on arbitration which observes the latest standards and allows of ad hoc and administered arbitrations. The German Instition for Arbitration (Deutsche Institution für Schiedsgerichtsbarkeit e.V. – DIS) is a modern and very proactive instrument with a long tradition of administering cases and rendering a reliable yet flexible framework for arbitration and – now also – mediation, adjudication, and selection of ADR routes.

X: The “German Arbitration Law” is included in the tenth book of the ZPO (German Code of Civil Procedure), Section 1025 et seq. These provisions significantly matured in 1998 with Germany’s adoption of the “UNCITRAL Model Law on International Commercial Arbitration 1985” with very view modifications. As Germany also ratified the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, the European Convention on International Commercial Arbitration and the Washington Convention on the Settlement of Investments Disputes between States and Nationals of other States (ICSID Convention), arbitration proceedings in Germany comply with international standards and best practices In order to facilitate the access of international parties to the German Arbitration Law, the “German Institution of Arbitration” provides translations in English, French, Spanish, Russian and Chinese (www.dis-arb). Thus, also non-German parties are able to easily obtain an overview of the legal framework before entering into the arbitration agreement and initiating arbitral proceedings. Whether German arbitration law applies is determined by the agreement on the place of arbitration. According to German Arbitration Law parties to international arbitration are free to determine the governing rules to a great extent and are only subject to few mandatory provisions. Participation of state court is limited to certain determined cases. During arbitration state courts might be addressed in order to

How has cross-border M&A activity affected demand for international arbitration in Germany? Dr. Wolfgang Habel: In cross border deals most if not all state courts are regarded as unsuitable for the resolution of any disputes that may come up later. Therefore, arbitration clauses are a must in such contracts. Oliver Bolthausen, LL.M., FCIArb: “Despite the current times of economic crisis, the number of M&A transactions in Germany has increased in the first half of 2011. With a total volume of 49.5 billion Euros in the first six month of 2011 Germany stays number three in the European ranking of target countries. In a worldwide comparison of M&A markets Germany belongs to the top ten being placed ninth. This positive trend is not least due to the fact that cross-border activity rose by 11 % in the aforementioned period. The biggest acquirer countries of German targets in the first half of 2011 were Switzerland and the United States of America.

international parties to conduct an international arbitration. Doing so they can to some extent prevent being judged by rules they might not appreciate. Since secrecy in M&A transactions is highly appreciated buyers as well as sellers prefer to hold proceedings in camera over the national principle of publicity. Furthermore, matters of tactics as well as the possibility to personalize the flexible arbitration proceeding and the possibility to choose qualified arbitrators led to a high number of M&A disputes being solved by arbitration. Another advantage is the possibility of “fast track” proceedings, for which provisions are provided by an increasing number of arbitration rules. This trend also applies to measures of interim relief.” How has the global downturn impacted both the type and the volume of work in Germany? Dr. Wolfgang Habel: “M&A activities had come to a temporary halt. Arbitration however is mostly concerned with deals in previous years and was therefore not severely affected.” Oliver Bolthausen, LL.M., FCIArb: “Fortunately, the global downturn did and does not have a comparable significant influence on the work of German attorneys as it had e. g. on the British or US American. However, the number of new mandates especially from foreign clients, e. g. from the US or the UK, decreased temporarily. Nevertheless, due to the already mentioned advantages of arbitration for international parties the number of arbitration proceedings keeps increasing. “Because international companies already active in the German market still have to attend to their daily business, the influence in that area is modest. As well on inner German as on international legal activities the influence of the economic crisis rather led to a shifting to crisisrelevant fields of law than a reduction. That means fewer transactions are compensated by an increase in litigation.

“As in many countries, the increase of crossborder M&A activity in Germany also increased the demand for international arbitration, due to the advantages of international arbitration in contrast to national proceedings.

“Overall, the effects of the economic crises were and still are relatively modest on the German bar. Meanwhile, also acquisition of new international business picks up again. All in all, as an attorney, one should be grateful that even during an economic crises Germany seems to be considered a highly valued place also for international business.”

“The possibility to determine the rules of procedure as well as the applicable substantive law is one of the major incentives for

Dr. Achim-Rüdiger Börner: “The global downturn in international dealings has been brief in Germany; it has come well out of the

Forty Nine

Germany, a Location for International Arbitration crisis. As for arbitration and ADR, the brief reduction in deal numbers has been compensated by a higher pugnacity.” How have advances in technology changed the way you work? Dr. Wolfgang Habel: “Modern communication technology has an enormous impact on our daily work. It does not only accelerate business procedures but enables us the use of almost unlimited legal resources. However, especially in arbitration procedures success is more dependent on the lawyer’s skill and expertise than on the best technology.” Oliver Bolthausen, LL.M., FCIArb: “Acting as an arbitrator/mediator requires a lot of travelling. However, the technological development ensures availability at all times and quick turnaround from even remote places while entering database is ensured. Also obtaining information about involved parties and foreign businesses is cost efficient and easily doable. Even researching international aspects of law (incl. foreign laws) is possible on the way. The importance of new technology especially shows in cases that require discovery/disclosure of numerous documents. E. g. the possibility to produce and handover thousands of documents that can conveniently be accessed from different places highlights the value of E-Discovery. “ Dr. Achim-Rüdiger Börner:” It is pivotal to look deeply into each case in order to find a just and fair solution for the past, the present and the future of the parties. Technology is secondary; it is a means to make things easier, not an aim or a necessity.” How do you keep up with the ever changing regulation to ensure that your client is best informed? Dr. Wolfgang Habel: “We spend a lot of time to ensure that everyone in the firm is up to date in his areas of work. This requires various measures, i.e. seminars, in-house-teaching, online-services, legal magazines etc.”

Oliver Bolthausen, LL.M., FCIArb: “As a German attorney one is required to constantly keep up with current legal developments. To do so we are equipped with various professional papers and legal online platforms in all relevant fields of law and business. In order to also provide that information to our clients we hold seminars, send out newsletter, offer in-house trainings and provide various other tools.” Dr. Achim-Rüdiger Börner: “It is a given that the applicable laws, rules, and regulations are observed. Normally, this is not where the problems lie, as parties normally retain high-class counsel. Although still considered a less expensive means of dispute resolution, there is growing concern that arbitration proceedings are becoming more costly both in time and money, what are your thoughts? Dr. Wolfgang Habel: “I agree that we had this development in the last decade. The revision of the ICC Rules 2012 is intended to stop this trend. The DIS Rules are much better suited to limit the amount of time and money in arbitration. In practice it depends on the Chairman or Sole Arbitrator whether he possesses the competence and authority to conduct the proceedings in an efficient manner.” Oliver Bolthausen: “The determining factors regarding time and costs of arbitration – besides obstructing parties – are the competence and experience of the arbitrators and the taking of evidence. Therefore one should be well aware of the importance of the arbitration panel and the rules on evidence. For the latter a compromise between common and civil law approaches meets the interests of the parties as well as the budget. Compared to most of the Common Law approaches to conduct arbitration, especially disclosure and discovery, the German institutions and rules provide a more cost efficient and faster way to conduct arbitrations. “

CASE STUDY SALGER RECHTSANWALTE

The Law Firm is specialised in • Cross border disputes between Companies involving German law and European law • Aviation law • Legal matters in connection with civil engineering, construction and insurance Our clients are largely civil engineering Consultants operating worldwide, airlines from Arab and Asian countries and export driven companies.

International arbitration, mediation and adjudication Bertrand Prell has 25 years of experience in cross border dispute including arbitration and mediation. He is a qualified German Rechtsanwalt and English Solicitor specialising in international arbitration / mediation / adjudication. The benefits of alternative dispute resolutions are evident: The resolution process can be held “ad hoc” and at a preferred location. It is confidential. The panel of arbitrators / mediators / adjudicators is impartial, usually very professional and internationally experienced with proficiency in the required language, usually the English language. The process is intended to be shorter and less antagonising.

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• An arbitration decision usually replaces a state court ruling and is final, i.e. not subject to an appeal. • Mediation is chosen as a formalised attempt to settle a dispute out of court. Statistically 70% of disputes are finally settled in such way without the need of subsequent state court litigation. • Adjudication is increasingly adopted by parties as a fast track dispute resolution process for disputes arising during long term complex projects driven by the time factor, often in large construction projects. Such adjudication settlements resolve the dispute temporarily but does not affect the right of each party to refer the matter to a state court or arbitration tribunal after completion of the project.

Bertrand Prell info@salger.com www.salger.com T: 069 6640880 Darmstädter Landstr. 125, 60598 Frankfurt am Main, DEUTSCHLAND

How to Attract Foreign Investment

ost international governments are keen to attract foreign direct investment; with the creation of new jobs, improvements to infrastructure and the promotion of growth and employment, there is little to complain about. As our global economies emerge from recession, attracting this investment remains very much a global priority however some countries are considerably more successful in doing so than others. For firms looking to invest abroad there are a number of key topics that have to be faced before making a decision on location. The local workforce, laws, regulations and practices have a big impact on this, for example, excessive red tape can slow progress when it comes to starting a business, lease land or settle a commercial dispute. Corporation tax is also a major consideration as is the level of corruption and political stability. Acquisition International speaks to Dr Hichem Dammak of the Hichem Dammak Law Firm. The Dr Hichem Dammak Law Office was founded by Dr Hichem Dammak in 2002. Among his many goals, Dr.Hichem Dammak is committed to serving the maritime community through his law practice. He credits his career success to his genuine enjoyment of all things related to the maritime and legal sectors and his extensive experience and wealth of knowledge is supported by a solid academic background as he has an LLB. Dr Dammak also holds a Master's degree in Maritime Law and Transport and a PhD in Maritime Law and Transport, which he obtained in 2001 from the School of Law of Aix Marseille. Dr.Hichem Dammak is an honor member of the International Who’s Who Historical Society ; he is also a member of the Tunisian Bar Association; the International Bar Association; the Union Internationale des Avocats ; the International Maritime Lecturers Association. Please summarise the primary statutes and regulations that govern foreign investment in your jurisdiction and its current level. “Foreign investment in Tunisia is regulated by the Investment Code Law No. 93-120, dating from December 1993. It covers investment in all major sectors of economic activity except mining, energy, the financial sector and domestic trade. “The Tunisian Investment Code divides potential investments into two categories: Offshore, in which foreign capital accounts for at least 66 percent of equity and at least 80 percent of production is destined for the export market, and on-shore, in which foreign equity is limited to 49 percent in most non-industrial projects. (On-shore industrial investment can have up to 100 percent foreign equity).”

Dr Hichem Dammak xxx xxx T: xxx xxx xxx

How do the regulatory authorities enforce these laws and regulations? And how are they supervised by their regulatory authorities? “The Tunisian government has adopted policies designed to promote foreign investment and to prepare the Tunisian industry for free competition with foreign markets. “Although the 1994 amendment to the Investment Code substantially improved, standardized, and codified incentives for foreign investors, some aspects of existing tax and labor laws remain impediments to efficient business operations. Bureaucratic procedures, while slowly improving in some areas, are cumbersome and time-consuming. “Foreign employee work permits, commercial operating license renewals, infrastructure-related services, and customs clearance for imported goods are usually cited as the lengthiest and most opaque procedures in the local business environment. Investors have commented on inconsistencies in the application of regulations. These cumbersome procedures are not limited to foreign investment and also affect the domestic business sector.” Why are some countries more conducive than others in attracting foreign investment? What incentives do they use to attract foreign investors? “Some countries are more conductive than others because they ended with Bureaucratic procedures, developed Foreign employee work permits, commercial operating license renewals, infrastructurerelated services, customs clearance for imported goods and made full convertibility of its currency.” As the world becomes smaller and markets intermingle, what are your predictions regarding foreign investment, both globally and locally, over the next 24 months? “I think that foreign investment in my country and globally over the next 24 months will be so slowly because of the economic crisis. In Tunisia there are difficulties, particularly when foreign investors have attempted to launch projects in sectors in which the Government of Tunisia does not actively promote. Until recently the Government discouraged foreign investment in service sectors such as restaurants, real estate, and retail distribution, but there are signs of relaxation of this policy. In particular, FDI in retail distribution is expanding rapidly. French multinational retail chain Carrefour opened its first store in 2001, followed by the entry of French retail company Géant in 2005. There has also been significant Gulf investment in the real estate sector.”

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Adviser Map

How to Attract Foreign Investment Azanne Kofi Akainyah akainyah@aalawconsult.com www.aalawconsult.com T: + 233 302 760 164 Villa Almaz, 7A, Roman Road, Roman Ridge, Accra, Ghana

How to Attract Foreign Investment

Thierry Rajaona trajaona@fthm.mg fthm@moov.mg www.fthm.mg

Doing Business in the Seychelles

Joel Camille T: 00248 4325118 j.camille@alpha-offshore.com Suite No 1 Floor 2 Sound & Vision House Francis Rachel Street Victoria Mahe

How to Attract Foreign Investment

Doing Business in Mauritius

Goce Adamceski, Darko Janevski T: +38923224131 g.adamceski@act.com.mk d.janevski@act.com.mk www.act.com.mk Crvena Voda Str. 7/13, 1000 Skopje, Republic of Macedonia

Citilaw T: 00230 2137373 asha.proag@citilaw.org

How to Attract Foreign Investment

5th Floor, Belmont House, Intendance Street Port Louis

Ajibola Olomola T: +234 1 271 8933 aolomola@kpmg.com www.kpmg.com 18A Temple Road, Ikoyi Lagos, Nigeria

AndrĂŠs L. Halvorssen T: +58-212-9520995 ahalvorssen@rdhoo.com www.rdhoo.com Torre Forum, Piso 11, Calle Guaicaipuro, El Rosal, Caracas 1060 Venezuela

How to Attract Foreign Investment

Amira Musa amira.musa@alliedauditors.sd www.alliedauditors.sd

Suresh R.I.Perera T: +94 115 390 320 sperera@kpmg.com lk.kpmg.com 32 A, Sir Mohamed Macan Markar Mawathe, Colombo 03, Sri Lanka

Azmi Mohd Ali azmi@azmilaw.com www.azmilaw.com www.azmiandassociates.sg 14th Floor, Menara Keck Seng, 203, Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia.

Fifty Two

Morris & Sojnocki

Wayne Morris T: 677 21851 wayne @msca.com.sb PO Box 70 Honiara Solomon Islands 1st Floor City Centre Building Mendana Avenue Honiara Solomon Islands

Vo Ha Duyen T: (84-8) 3827 7300 duyen@vilaf.com.vn www.vilaf.com.vn Kumho Asiana Plaza, Unit 404-406, 39 Le Duan Street, District 1, Ho Chi Minh City, Vietnam

Deal Diary

he increased use of accounts receivable (AR) finance by UK SMEs could provide the additional funding and working capital finance that could facilitate the creation of over 300,000 new jobs by 2020, according to an in-depth econometric report commissioned by GE Capital. The increased flexibility and improved cash flow benefits offered by AR finance could also provide a much needed boost to the UK economy, improving GDP by 2.09%, or £6.99 billion a quarter by Q4 2020.

The report, which combines detailed econometric modeling and interviews with more than 70 key stakeholders and users across Europe, examines the current and future economic impact of AR finance across the UK, France, Germany and Italy. According to the report’s findings, more than 250,000 jobs in the UK are currently reliant on the availability of AR finance and without this source of finance the UK economy would immediately contract by £4.91 billion per quarter in Q4 2011. • Currently, 1.84% of UK GDP and 258,000 jobs in the UK are reliant on AR finance • By 2020, the UK economy could grow by an additional £7bn should use of AR increase from 42,000 SMEs today to 105,000[1] • By 2020, the manufacturing sector alone could grow by an additional £3.1 BN (44% of total potential economic output) and 73,000 jobs from expanded use of AR finance

John Jenkins, CEO, GE Capital UK said, “AR finance plays a crucial role in enabling UK SMEs to take advantage of growth opportunities, improve cash flow and enhance business flexibility. For the first time this research has been able to quantify those benefits to the UK economy and it’s clear that, at a time when the UK is desperately searching for growth, greater awareness and uptake of AR finance is one way that such growth could be found. “The findings of this report are extremely pertinent as UK SMEs struggle to find access to finance and with the UK economy remaining suppressed. UK SMEs are looking for affordable, easily accessible funding which provides the flexibility needed to match their immediate requirement to grow and expand. What this report clearly shows is that the availability of this form of finance is absolutely key for the UK economy to grow and recover.” The research findings are based on an in-depth review of data on lending and other asset based activity; economic and finance statistics and commentary from the various central banks and governments; proprietary data from GE Capital on trends in the usage of AR finance products; interviews with relevant business and finance industry networks and government organisations and over 50 businesses who currently utilise AR financial products. Drawing from these findings and insights, an economic model to quantify the wider economic benefits to each economy of current and future usage of AR finance instruments was deployed which considered a number of scenarios.

Fifty Three

Deal Index

DEAL INDEX 32 Senses Adapt ADOLOR Aker Drilling Cal del mar Datawords DeviceAnywhere FST Technologies Groupe SVP ITRS Group JM Finn & Co Lapp Insulators Makhteshim Agan and ChemChina Merger

Fifty Four

58 55 56 56 56 57 57 57 58 58 59 59 59

Media Central mokono NEM B.V./Nem Energy Services B.V. Sensortonics SetOne Skyline Plaza shopping center Softbase Systems Tracker Trustteam Unither Advanced Vetcare/Rowe Vet Group merger WTS, Inc

60 60 60 61 61 61 62 62 62 63 63 63

Lyceum Acquires Adapt

leading managed IT services provider, Adapt, is set to execute a buy-and-build strategy to capitalise on market opportunities after securing backing from growth investor Lyceum Capital. Adapt delivers enterprise-class cloud, infrastructure management, network and data centre services to a wide range of mid- market clients that operate business critical IT applications. It serves a broad client base, many of which are fast growth businesses including PKR, Cubic Transportation, Last.fm, LOVEFiLM and LCH.Clearnet. Established in 2001, Adapt has developed into a £35 million turnover business with current EBITDA of £3.9 million. The business is headquartered in central London and employs over 100 people.

“

Deal Diary

Highwire has a long standing relationship with Lyceum Capital, and is pleased to have advised them on Adapt, their third deal of the year. With a management team comprising existing and newly appointed Directors, one of the challenges for us is predicting how they will work together as a team to take advantage of opportunities for growth. We found the new Adapt team, who are all experienced in this business sector, to be ambitious and keen to work with Lyceum to drive the business forward.

”

Management Due Diligence on this deal was led by Annie

“

Gray and Sandra Aldridge, who are both Directors and

Principal Business Psychologists at Highwire Consulting.

020 8332 6937 /www.highwireconsulting.co.uk

”

The management team that has been put together is excellently placed to deliver on the organic and acquisition growth that is projected for the company in this developing and significantly expanding sector. Philip Marsden and Jim Clark, both Partners of Marsden

Clark LLP were advisers to the Management Team on the

acquisition of Adapt by Lyceum Capital.

Jonathan Stewart, Senior Associate, Banking and Finance led the Osborne Clarke

team acting on behalf of HSBC Bank plc.

Lyceum Acquisition Of Adapt Debt Provider

Legal Adviser to the Debt Provider Financial Due Diligence Provider Legal Advisers to the Vendor Financial Due Diligence Provider Management Team Due Diligence Provider Commercial Due Diligence Provider Systems Due Diligence Provider

Fifty Five

Deal Diary

Adolor Acquired

Cubist Pharmaceuticals, Inc and Adolor Corporation have signed a definitive agreement under which Cubist will acquire all of the outstanding shares of Adolor for $4.25 per share in cash, or approximately $190 million on a fullydiluted basis, net of Adolorâ&#x20AC;&#x2122;s third quarter 2011 cash balance. In addition to the upfront cash payment, each Adolor stockholder will receive one Contingent Payment Right (CPR), entitling the holder to receive additional cash payments of up to $4.50 for each share they own if certain regulatory approvals and/or commercialization milestones for ADL5945 are achieved. The total transaction is valued at up to $415 million, net of Adolorâ&#x20AC;&#x2122;s third quarter 2011 cash balance, and is expected to be accretive in 2012. Under the agreement, Cubist will commence a tender offer to purchase all of the outstanding shares of Adolor for the upfront cash payment and a CPR. The transaction, which has been unanimously approved by the Boards of Directors of both companies, is expected to close in the fourth quarter of 2011.

Cubist Pharmaceuticals Acquisition Of Adolor Corporation

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Aker Drilling acquired

Transocean Services AS ("Transocean" or the "Company"), a wholly owned subsidiary of Transocean Ltd. (NYSE: RIG) (SIX: RIGN), has completed the acquisition of 100%of the shares of Aker Drilling ASA ("Aker Drilling") for NOK 26.50 per share. This acquisition further strengthens Transocean's industry leadership position, adding approximately $1 billion in backlog as well as Aker's two harsh environment, semi-submersible drilling rigs and two drillships under construction in Korea. Steven Newman, President and Chief Executive Officer of Transocean Ltd., said, "We are very excited about the opportunities this combination brings, both financially and strategically. With the close of this transaction we've immediately enhanced the overall makeup of our fleet, strengthened our position in Norway, and furthered our competitive position in the marketplace through the addition of high-spec assets and exceptional people. We'd also like to welcome the Aker employees to the Transocean team and look forward to working together to identify opportunities to grow our business, provide innovative solutions to our customers, and drive long-term shareholder value." Ernst & Young has performed the Financial Due Diligence on behalf of Transaction.

Transocean Services AS Acquisition Of Aker Drilling ASA

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Auto Escape, a French online car hire business backed by Montefiore Investment, has acquired Car Del Mar, an Hamburg-based care hire company with operations in all German-speaking countries as well as France, Italy, Spain, Sweden, the UK and the US. Bruno Couly, chairman and chief executive of Auto Escape, will head the new group. Auto Escape relies on a fleet of more than of 800,000 vehicles, which operate across a network of 13,000 locations. Heymann & Partner acted as legal advisor to Auto Escape SA on the deal. The team

was lead by M&A partner Titus Walek.

Auto Escape Acquisition Of Car Del Mar Legal Adviser to the Purchaser

Financial Due Diligence Provider Financial Due Diligence Provider Pensions and Actuarial Adviser

Accounting Due Diligence Provider

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Car Del Mar acquisition

Systems Due Diligence Provider

Deal Diary

Capzanine Invests in Datawords

Keynote acquires DeviceAnywhere

CFH Acquires FST Technologies

Capzanine has invested in Datawords , a localisation company run by the founding shareholders Alexandre Crazover, Didier Rosenberg, Kayo Hattori and Stanislas de Nervo. It specialises in translating and adapting websites and digital content into foreign languages. The company also offers services such as multilingual digital production for advertising banners, multilingual referencing and international e-reputation management.

Keynote(R) Systems (NASDAQ:KEYN), the global leader in Internet and mobile cloud monitoring, signed a definitive agreement to acquire privately-held Mobile Complete, Inc, doing business as DeviceAnywhere, a leading enterprise-class cloud-based platform for testing and monitoring mobile websites and apps, for approximately $60.0 million in cash plus a potential earn-out.

Print and mail company CFH Total Document Management Ltd has announced the acquisition of the business and assets of FST Technologies Ltd.

This partnership will provide Datawords with the means to pursue its ambitious development projects, which include diversifying its target business sectors, developing additional expertise, enhancing existing offerings and helping Asian businesses develop in Europe. We negotiated for our clients with the legal counsel of Capzanine the sale & purchase documentation, the management package (issuance of warrants, shareholders’ agreement), and the new legal structure of the group. Chouraqui Gomel & Associés assisted the

founding shareholders of the company during the selling process of the majority

stake of the company to Capzanine. Arnaud

Gomel and Jérémie Chouraqui, both partners led the team.

Capzanine Invests in Datawords Debt Providers

Umang Gupta, Chairman and CEO of Keynote, said: "Combining DeviceAnywhere's leading testing and quality assurance (QA) cloud-based solutions with our strong mobile monitoring business firmly establishes Keynote as a leader in the mobile testing and monitoring markets. The resulting increased product breadth and scale meaningfully enhance our competitive position. In addition, the acquisition will expand our addressable market into the immediately adjacent enterprise mobile testing and quality assurance space, which we project could enable us to grow this into a $100 million business." DeviceAnywhere provides award winning cloud-based products and services for testing and monitoring the functionality, usability, performance and availability of mobile apps and websites. More than 1,200 organizations rely on the DeviceAnywhere platform to accelerate the entire QA lifecycle to deliver mobile applications, content and services faster, with more confidence about quality of service, while reducing downtime and testing costs.

Keynote Acquisition Of DeviceAnywhere Legal Adviser to Keynote

Dave Broadway, Managing Director of CFH said “FST provides interesting IT driven solutions to a number of key clients. There is a lot of synergy between our businesses, and I am looking forward to exploring the benefits that CFH can bring to the clients of FST and vice versa.” Clearly the biggest challenge for the Company was preparing an offer which was deliverable is an extremely short time frame which CFH did with clear success. We look forward to working with them on similar acquisitions in the future. Brain Hamblin and Laura Shaw from PKF Bristol worked alongside CFH supporting them in negotiating the acquisition of the trade and assets of FST Technologies.

CFH Acquisition Of FST Technologies Legal Adviser to the Purchaser

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FST Technologies, a £4million turnover print and mail business based in Livingston and East Kilbride, Scotland, went into administration on 14 October with the appointment of Geoff Rowley and Jason Baker, partners at specialist restructuring, recovery and insolvency firm FRP Advisory LLP, as Joint Administrators. The acquisition, which followed a pre-packaged administration and bidding process, will build on the existing presence of CFH in Scotland and increase its business north of the border.

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Tax Adviser

Audit/Tax to Keynote

Financial Adviser to the Vendor

Fifty Seven

Deal Diary

Acquisition of stake in Groupe SVP Crédit Agricole Private Equity has acquired a stake in Groupe SVP, a services company for businesses and local authorities, as part of a majority LBO in association with the management team. Crédit Agricole.Private Equity is investing €22.65 million in the deal. Groupe SVP develops a range of services to help businesses and local authorities with the managementand development of their activities. It has four main business lines: personalised professional information and help with decision-making (SVP), legal information for client relations (BusinessFil), payroll and HR management (e-Paye), and skills development (Agif). Operating in a market fuelled by the growing need among SMEs and local authorities for outsourcing in complicated areas, often impacted by regulatory changes, the Group has established itself as the market leader in providing support for decisionmakers at businesses and local authorities. Groupe SVP generated sales of around €50 million in 2010. It has over 450 employees in France and around 9,000 clients (businesses, local authorities, advisory professions). Its registered office is in Saint- Ouen (France).

Acquisition Of stake in Groupe SVP

32 Senses Invested

Portuguese buy-out firm Inter-Risco has invested in 32 Senses, a buy-and-build dental project which will see the firm acquire around 150 dental clinics and fund the roll-out of another 30 to 40 greenfield facilities by 2014. The firm’s Fundo Inter-Risco II vehicle is expected to provide up to a €15m commitment to the project, which could receive around €40m of capital from Inter-Risco and potential co-investors, in an overall deal valued at around €80m. We were delighted to assist our longtime client Inter-Risco in the acquisition of several dental clinics all over the Portuguese territory. My team was led by Sílvia Almeida, M&A Tax Manager.

“The operation was very challenging because we had several Due Diligence processes running at the same time and involved mainly small familiar companies where there was a fine line between the personal life and the companies ‘activity. “From a professional and a personal point of view, the Project could not be more interesting. We really felt there was only one team working, tax and financial PwC due diligence teams and the Client´s professionals!

Maria Torres , M&A Tax Lead Partner in Portugal led the PwC team.

Inter-Risco Invests in 32 Senses

Legal Adviser to the Investors Financial and Tax Due Diligence Provider

ITRS Group acquired

Global alternative asset manager The Carlyle Group (“Carlyle”) has acquired ITRS Group (“ITRS” or the “Company”), a global provider of realtime monitoring systems for the world’s financial institutions, in partnership with its founders and management. Carlyle will support ITRS’ international expansion and is committed to broadening of the Company’s specialized product offering. Furthermore, this investment will facilitate ITRS’ diversification and continue to enable clients to be at the forefront of the market’s evolving demand for continuous real-time risk and performance monitoring of trading platforms. We were able to speak with many current users of these systems and experts in the market, synthesize the information acquired, and develop business and financial models to estimate and project revenues, drawing on our depth of experience in capital markets technology to make an informed recommendation to our client. Bob Iati, Partner and Global Head of

Consulting for TABB Group led the effort to provide Carlyle with an assessment of the

global systems monitoring market, including

estimating its size, projecting growth, profiling the

competitors, and analysing the opportunity for ITRS to increase its share and grow its revenues.

Global alternative asset manager The Carlyle Group Acquisition Of ITRS Group Corporate Finance

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Fifty Eight

Francisco Espregueira Mendes

Financial & Tax Adviser

Commercial Due Diligence Provider

Deal Diary

Ackermans & van Haaren (AvH) Acquisition Of JM Finn & Co. Ltd

Ackermans & van Haaren (AvH), the diversified Belgian investment group, has agreed to acquire a major stake in JM Finn & Co. Ltd, the prominent London based wealth manager, through its wealth management affiliate Delen Investments. The transaction closed at the end of September. Given the maximum level of acceptance of the tender offer, AvH/Delen purchased 73,49% of JM Finn & Co, with the current management team and staff retaining the remainder and thereby staying fully engaged and committed to the further success of the business. Ketton Securities was the financial advisor of JM finn & Co on the deal. The team was lead by Bjorn Ramell. KPMG Transaction Services assisted Bank Delen providing financial and tax due diligence on the deal. The team was led by Richard Price (Partner) and Marcus Evans (Associate Director).

Ackermans & van Haaren (AvH) Acquisition Of JM Finn & Co. Ltd Legal Adviser to the Purchaser

Financial Due Diligence Provider

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Lapp Insulators acquired

Lapp Insulators, one of the leading global designers, manufacturers and suppliers of high voltage electric insulators for the energy infrastructure industry, has its sights set on further expansion into international markets, as the company announced that Quadriga Capital and its management team have entered into a definitive agreement to acquire all shares of the company from Andlinger & Company, Inc., the US and European investment and management company. The Group serves customers in more than 70 countries by providing premium quality porcelain insulators as well as composite insulators under its established RODURFLEX and SIMOTEC brands, which have proven their value and reliability under all environmental conditions and in all climate zones. Two key questions had to be addressed. First, what is the viability of the targetâ&#x20AC;&#x2122;s product portfolio in global regions with very different fundamental market drivers. Secondly, what is the quality of a set of diverse production facilities in Western & Eastern Europe as well as North America. Booz & Company tackled the issues with an international team of market specialists that developed country specific forecasts and assessment of Lappâ&#x20AC;&#x2122;s value proposition leveraging our network of industry experts as well as a set of our own operations experts for site visits.

Dr. Thomas Schlaak, Vice President, and Lars Meckenstock, Principal led the Booz & Company team providing commercial due diligence on the deal.

Quadriga Capital Acquisition Of Lapp Insulators

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Makhteshim Agan and ChemChina Complete Merger

Makhteshim Agan Group (MAI) (formerly TASE:MAIN), the world leader in branded off-patent crop protection solutions, have announced that 60% of its shares have been acquired by China National Agrochemical Corporation, a full subsidiary of China National Chemical Corporation (ChemChina). ChemChina is one of the top 500 companies in the world and the largest chemical producer in China. The closing occurred following the satisfaction of several closing conditions, including approval of the transaction by MAI shareholders and European, US and Brazilian anti-trust authorities. As of today, MAI becomes a private company, 60% of which is owned by ChemChina, and 40% by Koor Industries Ltd., part of the largest Israeli holding company - IDB Group. The merger between MAI and ChemChina is the largest transaction ever concluded between a Chinese and an Israeli company, and represents a significant milestone in MAI's 66-year history. The transaction process was led by Mr. Ren Jianxin chairman of ChemChina and Mr. Nochi Dankner chairman of IDB Group. The merger will create a platform that is optimally suited to the changes in the global agrochemical industry, while positioning MAI to tap the opportunities inherent in these changes.

China National Agrochemical Corporation Acquisition Of A Stake In Makhteshim Agan Group Legal Adviser to MAI

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Environmental Due Diligence Provider Financial Adviser to the Vendor

Ketton Securities Tax Adviser

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Fifty Nine

Deal Diary

Media Central acquisition

Odewald KMU has acquired a majority stake in Media Central Gesellschaft für Handelskommunikation und Marketing GmbH for an undisclosed consideration. Odewald KMU acquired the stake from founder and managing shareholder Stefan Hamacher. In addition to Odewald KMU and Stefan Hamacher, the second managing director Ingo Wienand also acquired a stake in the company. The Odewald KMU fund invests in smaller midsized companies in German-speaking countries. Media Central is a leading German media agency specialised on logistics solutions for the advertising industry and retailers. WestLB´s role in this transaction was to solely arrange the total senior facilities and to provide the loans in a club deal together with savings banks. WestLB and Funds of Odewald have a long term relationship and worked together successfully in the past in serveral buyout transactions, e.g. Westfalia Automotive (exit in 2010). “WestLB secured an efficient transaction process by bringing in their expertise in buyout transactions in the German Mittelstand and their excellent relationship to the savings banks as potential financing partners. The transaction was lead by Fritz Koop, Head of Specialized Finance of the Competence Center Corporate Finance of WestLB AG, Düsseldorf, Germany, and Martin Siml, also member of the team.

Odewald KMU assigned maconda to conduct a commercial due diligence on Media Central. Inna Ivanova led the due diligence team, she commented: “In order to reveal the very intransparent market with a multitude of different market participants offering overlapping services, maconda conducted over 60 well-prepared interviews with various experts and market players.” Based on its extensive knowledge and network in the retail and consumer goods sectors, maconda was able to successfully cope with the complex business model of Media Central.

Odewald KMU Acquisition Of A Majority Stake in Media Central Debt Provider

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Sixty

Populis acquires Mokono

Populis Europe’s leading online vertical media publisher, has acquired mokono, Germany’s largest blog network and one of Europe’s leading blogging and blog marketing platforms. The acquisition extends Populis’s presence in the key markets of Germany and the UK while significantly enhancing their technology capabilities. Together the companies are looking forward to using their combined energy, strengths and talents in online publishing and social media advertising to provide an even better online experience for advertisers, brands, the creative class and online users alike. mokono has over 700,000 registered blogs. Its most popular blog portals include Blog.de, Blog.fr and Blog.co.uk. Active in 13 European countries and Canada, the mokono network has a combined total of 14 million unique monthly users. A pioneer in Social Media advertising, mokono also offers a wide range of innovative social media advertising solutions, ranging from display to video and social media ads. Past funding came in part from Burda Digital Ventures (BDV), the financial investment arm of Burda Digital. Batley Capital Ltd was the exclusive financial adviser to Populis on this transaction. Nasser Batley, Managing Director and founder of Batley Capital said “mokono further strengthens Populis’ leading position in the European online vertical media sector, particularly in one the largest markets of Germany. In an increasingly crowded and fragmented online European sector it is difficult to find premium quality organizations and teams with shared visions and goals. We feel honored to have been involved in bringing mokono into the Populis family and we wish the combined team the best of success for the future”.

Populis Acquisition Of Mokono

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NEM Energy Services B.V acquired Siemens AG (DB: SIE) has acquired NEM B.V. from HTP Investments B.V. on July 29, 2011. The deal also involves the acquisition of NEM Energy Services B.V., subsidiary of NEM B.V. The purchase price depends on the business development of NEM Energy Services B.V and NEM B.V. until financial closing. B.V. The deal started out as a straightforward share deal, but gradually shifted into an asset deal with various international aspects: assets (including subsidiaries) to be transferred in an number of jurisdictions in accordance wit local law. De Metz instructed local counsel across the world. De Metz acted as lead counsel for the sellers in this

transaction. The De Metz team consisted of Peter

Visser, Toine Wilms and Bart de Metz, all corporate/M&A partners of the firm.

Siemens Acquisition of NEM Energy Services B.V Legal Adviser to Siemens AG

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Deal Diary

Acquisition of Sensortechnics Group

Altech acquires SetOne GmbH

First Sensor AG (formerly known as Silicon Sensor International AG), which is listed in Prime Standard at Frankfurt Stock Exchange has acquired the purchase of 100% of the shares in the Sensortechnics Group.

JSE listed Allied Technologies Limited (Altech) has acquired SetOne GmbH (“SetOne”), a German-based pioneer of innovative DVB-based products and solutions in the German-speaking Europe or DACH region.

The Sensortechnics Group consists of Sensortechnics GmbH (Development and Distribution of high-quality sensor solutions, among others in the sector of medical technology, Puchheim near Munich), Elbau GmbH (developer and manufacturer of sensor modules, Berlin), Elbau Singapore Pte. Ltd., Klay Instruments B.V. (industrial solutions, The Netherlands), Pressure & Flow Ltd. (England), Sensortechnics, Inc. (USA), Sensortechnics Corp. (Canada) as well as Sensortechnics Scandinavia, AB (Sweden).

The acquisition follows the completion of a satisfactory due diligence of SetOne by Altech and approval by the board of Altech.

The acquired Group globally holds approximately 270 employees at eight locations and generated in 2011 a sale amount of approximately €60m. Equinet Bank determined the appropriate deal structure considering the listing of First Sensor on the deal. Lutz Weiler, CEO, Arne Laarveld, Managing Director, and Thomas Burkart, Director led the team.

The company specialises in the domain of digital video broadcasting (“DVB”) STB receivers. It has expertise and key skills in the supply chain design phase and product management of these products. SetOne has built strategic alliances with major key players in the value chain of its products and services offering throughout Asia and Europe, which include license agreements The transaction was rather complex putting together South African legal culture and German understanding on getting the deal through. Bender Harrer Krevet has a long standing

Skyline Plaza shopping centre acquired Allianz has taken an 80pc shareholding in the Skyline Plaza – a new shopping mall due to open in Frankfurt/Main in autumn 2013. It’s been sold by CA Immo Deutschland GmbH and ECE, although they have each retained a 10pc stake in the property. The total investment volume is around €360 million. “Allianz’s investment in the Skyline Plaza is another highlight of our investment activity in Germany,” declared Stefan Brendgen, CEO of Allianz Real Estate Germany. Thanks to the presence of ECE and CA Immo, we will have two outstanding partners at our side during both construction and subsequent operation. This acquisition takes us a major step closer to our goal of increasing the retail share in our portfolio.

working relationship with SetOne since the

Jones Lang LaSalle has acted as buy-side advisor in

Krevet provides legal services to its clients for more

diligence on behalf of Allianz.Anke Haverkamp

beginning of their business. Bender Harrer

than 100 years helping them to navigate a challenging

global landscape. In this transaction Bender Harrer Krevet assisted the owner in all matters related to

this transaction,performing a commercial due

MRICS led the team, consisting of Thomas Wycislo

and Marius Ohlsen, led by myself.

transfer of the shares and completion of the deal. The Bender Harrer Krevet team was lead by Dr. Stefan

Baum, Equity Partner in the IT/IP group.

s.baum@bender-harrer.de

acquisition of Equity Provider

Altech Acquisition Of SetOne GmbH

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HR Levin Attorneys (SA)

Financial Adviser Legal Adviser Financial Due Diligence Commercial Due Diligence

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Allianz Acquisition Of 80% Shareholding in Skyline Plaza Shopping Centre Buyside Commercial Due Dilligence

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Sixty One

Deal Diary

Candescent Partners Acquires Softbase Systems

Candescent Partners, a Boston-based private equity firm has acquired SoftBase Systems Inc., a leading provider of DB2 z/OS coding, testing and deployment tools that accelerate application development. Candescent led the transaction with co-investors Harbert Mezzanine Capital, Bush O'Donnell Capital Partners, and Brooke Private Equity Associates. SoftBase is Candescent's fourth platform acquisition and second in the software sector. This transaction represents a significant opportunity for both Candescent and Softbase," said Stephen Jenks, Managing Partner of Candescent Partners. "We have the opportunity to provide the resources needed to offer a broader range of products and services resources to further propel market growth for Softbase. We look forward to supporting its continued product innovation and customer-centric vision as it moves to the next stage of growth.

For the past 25 years, SoftBase has built a solid foundation for its products and services and is now recognized globally for its long term service and commitment to its DB2 customers," said Stephen Woodard, a software industry veteran who becomes CEO of Candescent Softbase LLC. "That tradition will continue as we look to expand new opportunities, products and resources to serve the growing customer base and expand our market share. This acquisition by Candescent opens up significant new benefits for Softbase customers, partners and employees.

Candescent Partners Acquisition Of Softbase Systems

Debt/Equity Provider

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John Pitfield

Actis leads US$434m buy-out of Tracker Actis has led a consortium in the US$434m, 100% management buy-out of Tracker, South Africa’s largest vehicle tracking company. The transaction sees Remgro dispose of its interest in Tracker to Actis while FirstRand restructures its investment to include RMB. The Mineworkers Investment Company (‘MIC’) increases its stake in the business, thereby improving the BEE credentials of the business. “Everything we do at Tracker is underpinned by the principle that our work can make a real difference to quality of life in South Africa,” commented Tracker CEO, Alan Hutcheson. “Whether it is helping to track and recover assets, combating crime or delivering services that enable people and organisations to be more efficient, the creation of value is critical to our work. Today’s announcement reflects the confidence this consortium has in both our approach and our track record.” John van Wyk, Co-Head of Africa at Actis said: “Tracker’s committed management team has built a powerful brand known for high quality customer service, CSR and a strong, differentiated internal culture. We are looking forward to reinforcing Tracker’s position as the market leading vehicle tracking and monitoring company in South Africa.”

Actis Led Consortium Acquisition Of Tracker through Management Buy out Legal & Tax Adviser

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Gimv invests in Trustteam

Gimv has acquired a majority stake in Kortrijk-based Trustteam, an ICT company offering total solutions to SMEs with regard to infrastructure, software, security and communication. The rest of the shares are held by founder and CEO Stijn Vandeputte and Executive Director Patrick Cornette. Gimv's participation should allow the company to achieve its ambitious plans of both organic and external growth. In 2010 the company achieved a turnover of just over EUR 10 million, five times its 2005 turnover. As well as organic growth, external expansion has also been part of Trustteam's business model. The objective is to continue this strategy and to double the turnover again in the next five years. Stijn Vandeputte, Trustteam founder and CEO: "We are very pleased to have found such a solid partner in Gimv, who can further expand and support Trustteam's position in its well-chosen niches and vision." Tom Van de Voorde, Executive Investment Manager at Gimv: "We have noticed in our portfolio that IT is one of the strengths of successful companies. Trustteam is a company that can make all the difference in this area for its clients, not only because of its quality service and software solutions, but to a very large extent also because of the vision and enthusiasm of Trustteam's staff." PKF assisted in the due diligence transaction with Steven Pazen as engagement partner. They proved their capability to deliver in time on social, legal, tax, VAT and financial issues.

Gimv Acquisition Of Trustteam Debt Provider

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Alpha Investment Services Sixty Two

Deal Diary

Unither Pharmaceuticals acquired

Barclays Private Equity (‘BPE’) has acquired a controlling stake in Unither Pharmaceuticals (‘Unither’ or the ‘Group’) in a buyout for an undisclosed sum. ING Parcom Private Equity (‘ING’), and the group’s long-standing shareholders, CM-CIC Investissement and Picardie Investissement, are reinvesting in Unither and will act as minority shareholders. Completion of the transaction is subject to standard regulatory clearances. This restructuring of the Group’s share capital is part of an ambitious strategy to pursue organic and external growth over the next five years. Eric Goupil, President of Unither Pharmaceuticals commented: ‘Our financial partners, especially ING Parcom Private Equity, have enabled us to make a success of 2006-2011, which has been a significant period for the group’s development, marked in particular by the strategic acquisition of a site in Colomiers. The backing of Barclays Private Equity should enable us to continue this development and serve existing and future clients effectively in their specific markets.’ Challenges came from a more specific focus on key markets, outlined after we had completed the strategic planning exercise, and in a context of double-digit growth in those markets. We overcame theses challenges through in-depth market research and interviews in the relevant local markets. Roland Berger acted on behalf of ING Parcom and Unither on the deal, reinforcing a long-standing relationship with ING Parcom and several experiences in the field of contract manufacturing. Patrick Biecheler Project Manager led the team.

Barclays Private Equity (‘BPE’) Acquisition Of Unither Pharmaceuticals

Legal Adviser to the Management Team

Vetcare/ Rowe merger

Vetcare Limited (“Advanced Vetcare”) and Rowe Veterinary Group (“Rowe”) have merged created a veterinary services platform. Advanced Vetcare is the largest veterinary group in the south west. The business consists of four separate first opinion brands, Bath Vet Group, Unicorn Vet Group, Natures Vet, Cat Clinic, a high quality 24 hour veterinary hospital with a veterinary referral service and a standalone high growth online pharmacy business, Pet Drugs On-Line, which offers prescription and non-prescription veterinary medicines direct to consumers. Rowe, a leading veterinary group based in Bristol and South Gloucestershire, consists of four surgeries including a purpose built 24 hour veterinary hospital and established veterinary referral and out of hours emergency services. The business is very well established having been founded in 1948. The management team will be joined by Terry Norris, Chairman and Amanda Davis, Financial Director. Osborne Clarke acted for August Equity in three acquisitions of vets' practices as part of its buy and build strategy in this sector. The Osborne Clarke team was led by partner Paul Cooper and Amy Salmon. Lockton Companies LLP acted for August Equity to carry out risk and insurance due diligence. Philip Dearn, Healthcare Practice Leader led the team.

Vetcare Limited and Rowe Veterinary Group Merger Financial Due Diligence Provider

Financial Due Diligence Provider Legal Adviser to the Vendor

Velocity Technology Solutions, Inc., the ERP in the Cloud Company, has acquired WTS, Inc., a strategic partner with Oracle for the hosting of the JD Edwards family of applications. The deep Oracle JD Edwards experience of the WTS team enables Velocity to expand its offerings to a significant and well established marketplace. Velocity's virtual private cloud platform and advanced software management tools will be extended to this market, enhancing the highquality offerings already provided by WTS to its customer base. The legal team was faced with the challenge of bridging the gap between the price the selling management stockholders sought, whose support was critical to the deal, and the price that Velocity believed appropriate to pay for the business. The ultimate solution involved the creation of an innovative post-closing payment plan that married the concepts of a traditional EBITDA based earn out with those of a management bonus plan. SNR Denton represented its client Velocity Technology Solutions in its acquisition of WTS, Inc., marking a highly strategic expansion in the cloud computing and application software space for Velocity and adding expanded geographic footprint and greater scope of product offering. SNR Denton also represented Velocity also represented Velocity in a related expansion of its existing Credit Facility with Fifth Third Bank which was used to provide the funds for the purchase. The SNR Denton team was led by Paul Gajer, Co-Head of the firm’s Private Equity and Investment Funds Group, and Chris Heller.

Velocity Technology Solutions Acquisition Of Oracle JD Edwards Hosting Provider Debt Provider

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Velocity Technology Solutions Acquires Leading Oracle JD Edwards Hosting Provider

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Sixty Three

Deal Diary

Malpelo SAS acquires Beldico SA/NV

SPIE Belgium acquires Chauffage Declercq

AXA Private Equity acquires Photonis

Malpelo SAS of France has acquired Beldico SA/NV, a Marche-enFamenne-based manufacturer and wholesaler of medical instruments and apparatus, from the Feher family. Terms were not disclosed.

SPIE Belgium has taken over HVAC service provider, which is based in Izegem in Belgium’s West Flanders province. Founded in 1938, Chauffage Declercq designs and builds air conditioning systems for the commercial and industrial sector for its wide-ranging portfolio of customers in variety of fields including hospitals, healthcare centres, schools and financial institutions.

AXA Private Equity, the leading European diversified private equity firm, signed an agreement to acquire a majority stake in Photonis from Astorg Partners.

The Malpelo group specializes in medical equipment intended primarily for the care and well-being of infants through its subsidiaries Médipréma and Gamain-Legros. With Beldico being the 2nd largest distributor in Benelux of single-use medical products for maternity and pediatric hospitals (bottles, teats, nipple shields ...), the acquisition is in line with Malpelo’s international growth strategy. The new group thus formed is expected to achieve consolidated sales of € 37 million in 2011, and aims to reach € 50 million in three years, strengthening its position as a major player within the market. Christophe Bergerot and Franck Bernauer led the FIDAL team that provided tax and legal advise on the deal.

Malpelo SAS Acquisition of Beldico SA/NV Tax and Legal Adviser to the Investors

The company’s sales amount to about €12 million and it employs 70 people. “By acquiring Chauffage Declercq, SPIE Belgium has reinforced its geographic positioning in the north of Belgium. This is a significant step which reflects our determination to secure a position as a major player in HVAC throughout the country. We know we can rely on the expertise, the commitment and the strength of the existing management and personnel to achieve our goals,” says Johan Dekempe, managing director of SPIE Belgium. Baker Tilly Belgium provided legal

and financial advice to the vendor on the deal , with Anne Roucourt

heading the team.

www.bakertillybelgium.be

a.roucourt@bakertillybelgium.be

SPIE Belgium Acquisition of Chauffage Declercq Legal Adviser to the Purchaser

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The acquisition has the full support of Photonis’ existing management team, headed by its CEO, Goossen Boers. The challenges have been the ones generally faced in similar acquisitions of international groups where several foreign jurisdictions are involved. In addition, the acquisition was made through a double-luxco structure which has become the standard structure for LBOs of this size in the French market. Both the complex structure of the acquisition and the international character of the transaction render the completion of the financing of the acquisition a challenging matter and require a very good knowledge of the legal issues that arise under doubleluxco structures and an on-going coordination with the different international offices of the firm. Gide represented the lenders, namely, ING Bank NV (and their Belgium counterpart, ING Belgium SA), Société Générale and IKB Deutsche Industriebank AG, Paris Branch. Fernand Arsanios led the team.

AXA Private Equity Acquisition Of Photonis

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Sixty Four

Risk & Insurance Due Diligence Provider

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Deals of the Year

DEAL INDEX Groupe De Boeck Munters Provus and RomCard The Tote 3i Brunner Erben and astrada B2net Big Bag Sweden AB CaseTech Cimbria Majority Stake Privalia Venta Directa Ducatt

66 67 68 69 70 70 70 71 71 71 72 72

Elit Ă&#x2021;ikolata Montagu Private Equity Eroski Intergen International Centre for Contracting Co METRO Moncler Ocean Oxxio Phones 4U

72 73 73 73 74 74 74 75 75 75

Sixty Five

Deals of the Year

Deal of the Year

Ergon Capital acquires Groupe De Boeck 2011 saw Editis, the second-largest publishing group in France, has completed the sale of Groupe De Boeck, a leading Belgian publisher of educational and legal books in French and Dutch, to Ergon Capital Partners, a private equity fund sponsored by Groupe Bruxelles Lambert (GBL). Alain Kouck, Chairman and Chief Executive Officer of the Editis Group commented: “The disposal of Groupe De Boeck provides Editis with the opportunity to further pursue the development of its core segments (Literature, Education, Reference and Services) in the digital era. I am sure that Groupe De Boeck, after a very successful period within Editis, will find with Ergon great growth and development perspectives. Ian Gallienne, Partner at Ergon, commented: “Ergon is delighted about the acquisition of Groupe DeBoeck. We are convinced that the talent and experience of the management of Groupe De Boeck, together with the resources of our team, will help support the ambitious development plans of the company and reinforce its position as a leader on the Belgian market for school, legal and professional publications.”

“

This transaction was among the first "new money" leveraged buy-outs in the aftermath of the financial crisis. In addition to the fact that the transaction had to complete within an ambitious time frame, it required a re-invention of the respective strengths and positions of lenders and borrowers in a market regaining momentum. The transaction gave Baker & McKenzie the opportunity to once again demonstrate its top-tier adviser position in the leveraged finance market.

”

KBC Bank NV and ING Belgium NV financed the transaction in a club deal, both

“

banks having a standing relationship with the sponsor Ergon Capital Partners

and the target Groupe De Boeck.

”

Both banks assisted Ergon Capital Partners to complete the financing of the transaction in a swift and constructive manner. RAF Valcke, Head of Specialised Finance, Gert Dekeyser Head of Leveraged

Finance and Marc Van Campenhout Senior Manager Leveraged Finance.

From ING Belgium’s side, the deal team consisted of Vanessa Temple (director),

An Coenen (vice president) and Benjamin Wimmer (associate), of the Acquisition and Leveraged Finance team of ING Belgium, and was led by Philip Wietendaele,

managing director and head of that team.

Baker & McKenzie represented the financing banks, ING Belgium NV/SA and

KBC Bank NV, both of which are long-standing and regular clients of Baker &

“

McKenzie. The Baker & McKenzie team was led by Antoine De Raeve, head of

Deal of the Year

Ergon Capital Acquisition Of Groupe De Boeck Debt Providers

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Sixty Six

B&M's banking and finance practice group in Belgium.

The deal was the first time that the management went through such process and, despite its novelty and the time pressure (the investment package had to be put in place in less than three weeks), the market knowledge and dedication of both Allen & Overy (counsel to Ergon) and Loyens & Loeff’s teams ensured that the deal was completed in less than two weeks to both parties’ satisfaction.

”

The Loyens & Loeff team, lead by Damien P. Conem (counsel within the M&A

and Corporate department), advised and assisted the management of Groupe De

Boeck in the negotiations and setting up of the equity incentive plan proposed by

Ergon as part of the transaction.

PwC Tax Consultants performed tax due diligence on the deal, as well as the

structuring in close cooperation with Ergon Capital, Allen & Overy and ING.

Hugues Lamon, partner led the PwC team.

Deal of the Year

Nordic Capital Fund VII acquires Munters AB

ordic Capital VII Limited (“Nordic Capital Fund VII”) has acquired Munters AB (“Munters”) through a recommended public tender offer. On 29 September, Cidron Intressenter AB, a company indirectly wholly owned by Nordic Capital Fund VII, announced a recommended offer to the shareholders in Munters, listed on Nasdaq OMX Stockholm. The initial offer of SEK 73 in cash per share was later increased to SEK 77 in cash per share. The offer was successfully completed on 5 November, at an acceptance level of 97.6 per cent. “Nordic Capital has extensive experience from successfully carrying out growth strategies and we will, together with Munters’ management and employees, continue Munters’ acquisition and expansion strategy”, says Joakim Karlsson, Managing Partner, Nordic Capital.

Deal of the Year

Nordic Capital Fund VII acquires Munters AB Debt Providers

Legal Adviser to the Purchaser/Management Team Financial Adviser to the Purchaser/Management Team

“

Deals of the Year

Mr Slettengren has had long-standing relationships with members of the Board of Directors, as well as with management of Munters, having advised on the sale of Munters’ MCS division earlier in 2010. Following the approach and subsequent public offer Alfa Laval at SEK 68 , the key priority for the Board of Directors and Lazard was to attain a higher bid for Munters, a process that was successfully concluded by Nordic Capital’s acquisition of the Company at SEK 77.

”

Lazard advised the Board of Directors of Munters on the public offers for

Munters in the fall of 2010. The team was led by Managing Director and

“

Head of the Nordic office Gustaf Slettengren,

assisted by Jacob Engwall and Gerhard Caspar.

www.lazard.com

The deal was a challenging process due to the nature and competitiveness of this transaction. KPMG assisted with robust financial, tax and pension due diligence as well as structuring advice which helped Nordic Capital in assessing their opportunities.

“

”

KPMG acted on behalf of Nordic Capital on the deal.

Taus Wolfsberg and Jan Källqvist, partners led the team.

tauswolfsberg@kpmg.se

The main challenge of the deal was its very tight time frame. Ashurst overcame this challenge by having the ability to line up a really good team and working with lawyers on the other side which took a commercial and can do approach helped tremendously. It was a transaction out of the ordinary which required the ability to move quickly and think outside the box.

”

Mats Rooth (partner) together with Costin Mihailescu (senior associate)

led the Ashurst team representing Nordic Capital.

Mats.Rooth@ashurst.com

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Sixty Seven

Deals of the Year

Deal of the Year

Equity fund Innova Capital takes over Provus and RomCard 2011 sawPrivate equity fund Innova Capital complete the acquisition of a 96 percent stake in Provus Services Provider and its subsidiary RomCard from Private Turkven Private Equity and a consortium of Turkish investors. RomCard and Provus are the leading providers of card issuance and personalization, operations and transaction processing to ATMs and POS terminals, and switching and ecommerce services. Provus, founded in 2001, provides card personalization services and loyalty applications. It manages over 1,500 ATM units, 4500 POS terminals, 3 million cards and over 3.5 million transactions per month. RomCard was founded in 1994. The company continued to focus on transaction processing and has expanded into ecommerce services, is currently the only platform in 3D Secure certified by Visa and MasterCard in Romania. Innova Capital has been legally advised by Badea Clifford Chance and PricewaterhouseCoopers was the financial consultant for the transaction.

Deal of the Year

Private equity fund Innova Capital Acquisition Of a 96% stake in Provus Services Provider and its subsidiary RomCard Legal Adviser to the Equity provider

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Sixty Eight

“

Completion of the transaction between Turkven (together with a group of Turkish investors) was contingent on the successful acquisition by Provus Service Provider of the Romanian card processor Romcard (joint-stock company) from its shareholders, five major Romanian banks. Moreover, D&B David si Baias (together with PricewaterhouseCoopers) was also retained by Innova Private Equity to perform a buy-side due diligence on Romcard in order to determine the company’s legal, tax and financial status ahead of the contemplated acquisition.

”

In this transaction D&B David si Baias negotiated with one of the leading law firms in Romania and outcome was the successful completion of the deal. The team of D&B David si Baias (“D&B”),

the correspondent law firm of PricewaterhouseCoopers in

Romania was led by Carmen Medar, Managing Associate specialising in M&A and employment.

carmen.medar@david-baias.ro

Deal of the Year

The Tote acquired

his year Betfred, the Warrington-based bookmaker chain, acquired the Tote from the government with help from a consortium of banks led by the Royal Bank of Scotland (RBS), Barclays Corporate, Santander, Yorkshire Bank, and the Co-operative Bank.

“

Deals of the Year

The agreements we reviewed were varied, complex and often high value in nature: including unusual international co-mingling agreements, sponsorship deals, agreements for the supply of fixed odds betting terminals and all manner of agreements relating to the Tote’s online and offline businesses. The various timescales set by the Government for the process were short and a challenging timetable was set by the lead advisors and the client to ensure that everything could be pulled together to create a successful bid.

”

Betfred, established in 1967 by Fred Done in Salford, has secured term loans and a revolving credit facility worth a total of £185 million from the banks to fund the deal, which sees it become one of the largest bookmakers in the market and the leading sponsor of racing. As part of the transaction, it is awarded an exclusive seven year licence to operate pools betting on UK horseracing and is acquiring the Tote’s 517 shops and online businesses. The enlarged group will now employ around 9,000 people and is one of the principal employers in the North West.

“Having worked with Betfred for a number of years we were used to dealing with the contracts presented to us for review and also working within tight deadlines.

Barry Nightingale, Betfred’s CFO and Chairman of the newlyformed Tote Racing Development Board, said: “We are delighted to be working with these banks in the North West which have helped us make our long-standing ambition to acquire the Tote a reality. We’re looking forward to continuing our relationship with them to help us grow the business further.”

at £265m to acquire The Tote.

Deal of the Year

Betfred Acquisition Of The Tote Debt Providers

Stephen Gaunt, Head of Corporate and Commercial led the Blue Sky

Law team, reinforcing a long lasting working relationship with the

company that has spanned more than Five years.

s.gaunt@blueskylaw.co.uk

DLA Piper acted for the senior lending group (comprising Barclays, Co-Operative

Bank, RBS, Santander and Yorkshire Bank) appointed by Betfred in a deal valued

The DLA Piper team was lead by Matthew Christmas, Partner in Finance and

“

Projects and comprised 11 people, including experts in banking, corporate,

employment, pensions and real estate. Neil Campbell and Laura Burke assisted.

We were delighted to assist Betfred on this landmark transaction. In addition to transforming Betfred’s bookmaker estate, and acquiring the Tote pool betting business, the transaction will result in significant financial investment in the racing industry.

”

Freshfields Bruckhaus Deringer LLP advised national bookmaking chain

Betfred on the deal. The Freshfields team advising on the transaction was led

Legal Adviser to the Purchaser

by head of corporate finance Barry O’Brien and global head of the leisure

sector group Chris Mort.

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Sixty Nine

Deals of the Year

Deal of the Year

Action accelerates international growth with 3i

This year, 3i, an international investor focused on private equity, infrastructure and debt management, and funds managed by 3i have agreed to take a majority stake in Action, the Dutch retailer, in order to support the company’s international growth. Action is one of the Netherlands’ leading retailers, with a unique store format summed up in the slogan: "Surprisingly comprehensive, amazingly affordable." “Our role was to provide a strategic assessment of the scalability of Action’s distribution and logistics network in the context of forecast growth” CB Richard Ellis acted on behalf of the buyer, Investor 3i on the deal. Marco Hekman, Managing Director and CEO the Netherlands led the team, assisted by Krijn Taconis, Executive Director Retail and Mark Fidler, Executive Director Valuation Advisory. Our role was to provide a strategic assessment of the scalability of Action’s distribution and logistics network in the context of forecast growth. This was crucial to the overall valuation and risk assessment since 3i needed to anticipate the nature and timing of any investments required, as well as forecasting future operating cost trajectories. LCP Consulting Ltd was pleased to support the due diligence process, representing 3i. LCP has completed a number of such assignments for 3i, and subsequently post acquisition change management. The LCP team was led by Michel van de Veegaete, Partner based in Benelux.

Deal of the Year

STRABAG SE acquires Brunner Erben and Astrada

STRABAG SE, Central and Eastern Europe’s largest construction company, 2011 saw a simultaneous acquisition of two established Swiss companies, Brunner Erben Holding AG, Zurich,and Astrada AG, Subingen (Solothurn). “These acquisitions illustrated our strong commitment to the Swiss market and our determination to be a leading player in each of our key countries,” says Hans Peter Haselsteiner, CEO of STRABAG SE. The simultaneous acquisition of two companies with a long tradition and a recognized standing in their respective regions entailed also simultaneous negotiations. In some situations it was a challenge to achieve the right compromise, acceptable for both, the two Sellers and the Buyer, in each transaction. STRABAG SE was represented by meyerlustenberger,

Logistics Due Diligence Provider

Seventy

The acquisition price was 7 times B2net’s EBITA and 0.3 times B2net’s turnover. Proact’s results will benefit from the acquisition from the current year. B2net will be consolidated in Proact in the second quarter of 2011. Wistrand represented Proact IT Group AB as Swedish counsels (Proact being a Swedish company) and Allen&Overy represented Proact as local UK counsels.

Strebel (M&A/antitrust) as well as Samuel Ljubicic

(M&A/corporate) and Barbara Zimmermann (Tax).

A.Vogel@meyerlustenberger.ch www.meyerlustenberger.ch

Legal Adviser to the Purchaser

Property Adviser

Proact IT Group AB (publ) has acquired 75 % of the British company B2net and has entered into a binding agreement giving it the opportunity to acquire the remaining 25 % which is currently held by B2net management. B2net has about 145 employees in five locations in the UK with a turnover of approximately GBP 48 million. The total purchase price is GBP 12 million for 75%.

The meyerlustenberger team further included Mario

acquires and

Risk & Insurance Due Diligence Provider

In 2011 Proact became the market leading specialist in storage and archiving in Europe by acquiring the British integrator B2net.

Zurich and Zug, under the lead of Dr. Alexander

Deal of the Year

Tax Adviser to the Purchaser

B2net acquired

Vogel, Partner, Head of M&A/Corporate Finance.

Deal of the Year

3i Acquisition Of Action

Deal of the Year

Proact Acquisition Of B2net Legal Adviser to the Purchaser

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Deals of the Year

Deal of the Year

Fagerberg & Dellby acquires Big Bag Sweden AB

This year Fagerberg & Dellby acquired BIG BAG Sweden AB together with the management of Apelns to form a new player in the recycling industry The combination of BIG BAG and APELNS created a strong player in the environmentally sound collection and recycling of construction, industrial and office waste and bulky waste from properties. 99% of the collected waste is recycled, reused or energy is extracted thanks to Sweden's probably most technologically advanced processing and sorting facility. Companies and individuals who leave their waste to BIG BAG or APELNS can now rest assured that99% of their waste is recycled, reused or recovered energy. This is a far higher proportion compared to the rest of the industry. Daniel Öberg, partner and Sirpa Bratthall, senior manager acting as project leader led the Ernst & Young AB team. Vinge acted as legal adviser on the deal. Vinge’s team advising Fagerberg & Dellby consisted of partners Malin Leffler and Fabian Ekeblad together with, among others, associates Jonas Johansson, Paul Dali, Emma Lindelöf and Sofia Berg. Wistrand acted as legal counsel to the sellers of Big Bag. Wistrand’s team was headed by Lars Hasp, responsible partner, together with, among others, associates Fredrik Dock, Jakob Bernander and Sandra Kolmodin.

Deal of the Year

Equita acquires CaseTech

Equita has acquired sausage casing producer CaseTech Group from industrial holding Adcuram Group. Adcuram acquired the CaseTech Group in 2008 as part of acarve-out of The Dow Chemical Company.CaseTech produces sausage casings under the "Walsroder"brand and provides technology solutions for the productionand manufacture of sausage and meat products. Itsproduction sites are located in Bomlitz, Poland, and in the US. PricewaterhouseCoopers AG acted as commercial due diligence provider on the deal. To assure a high quality analysis, all interviews were conducted by native speakers with long-time experience in the meat processing industry. maconda, which is in the meantime one of the most active German providers for commercial due diligences, applied a mixed teamstructure with business analysts, meat processing experts, regional market insiders and an expert for sausage sales.

With the acquisition of Cimbria, Axcel has further developed the enterprise and its market positions in both Europe and the rest of the world. The Ernst & Young team provided financial due diligence to the Axcel with a focus on the significant value drivers in the financial development of the company. In addition the team assisted the buyer in considerations related to the closing mechanism of the deal. Jakob Fogt Partner, Lasse Fredborg Executive Director led the Ernst and Young team.

Peter Ketelsen led the Kromann Reumert team that

advised EQT Opportunity, the majority shareholder

on the deal.

maconda’s project manager led the team.

R.Mayer@maconda.de

Deal of the Year

Legal Adviser to the Equity provider

Legal Adviser to the Purchaser/Equity Provider

Legal Adviser to the Vendors of Big Bag

This year Axcel concluded an agreement with EQT Opportunity, the Toftdahl Olesen family and other shareholders concerning the acquisition of Cimbria, which is a market leader within the manufacture of equipment and complete processing lines for the processing, handling and storage of grain and seed corn in Europe.

on behalf of Adcuram on the deal. Rainer Mayer,

Equita Acquisition of CaseTech

Financial Due Diligence Provider / Pensions and Actuarial Adviser

Cimbria majority stake acquired

maconda provided commercial vendor due diligence

Fagerberg & Dellby Acquisition Of Big Bag Sweden AB together with the management of Apelns Debt Provider

Deal of the Year

Debt Providers

Deal of the Year

Acquisition Of Cimbria Legal Adviser to the Purchaser/Equity Provider

Financial Adviser & Due Diligence to the Purchaser/Equity Provider

Legal Adviser to the Vendor Commercial Due Diligence to Equita

Legal Adviser to the Vendor Financial Adviser to the Vendor

Legal Adviser to the Vendors of Apelns Vendor Due Diligence Provider

Environmental Due Diligence Provider

KRUGER Seventy One

Deals of the Year

Deal of the Year

Palamon sells dress-for-less to strategic buyer, Privalia

2011 saw Palamon Capital Partners, one of Europe’s leading mid market private equity firms, agree the sale of dress-for-less (“the Company” or “dfl”) to strategic buyer, Privalia Venta Directa, a leading online sales club for fashion brands headquartered in Barcelona, Spain. The terms of the transaction were not disclosed. dress-for-less is one of Europe’s largest on-line designer fashion retailers, headquartered in Kelsterbach near Frankfurt. Palamon acquired the Company in 2007, having recognised the strong trends driving growth in the value segment of on-line retail. dressfor-less sells end-of-season designer clothing on-line through an efficient delivery and return system, providing convenience and value to consumers. Following Palamon’s investment, the Company embarked on a substantial growth strategy which was underpinned by the development of a new state-of-the-art logistics facility and IT infrastructure. The Company’s Joint Managing Directors, Mirco

Schultis and Holger Hengstler, will continue to lead the

business and take on executive positions in Privalia.

Deal of the Year

Privalia Venta Directa Acquisition Of dress-for-less Financial Due Diligence Provider

Legal Adviser to the Vendor Tax Adviser

Vendor Commercial Due Diligence Investment Bank

Deal of the Year

Capricorn Cleantech Fund and LRM commit €20m in Ducatt

2011 saw Capricorn Cleantech Fund and LRM have announced that they are planning to invest € 20 million in Ducatt NV, a Belgian based solarglass start-up. The banning of the incandescent light bulbs from the European market in 2012 obliges Emgo NV, the leading European producer of light bulbs to take the necessary measures and to focus on new growth markets. With the support of the Capricorn Cleantech Fund (CCF) and the investment company for Limburg, LRM, two members of the Emgo management team have taken the initiative to launch a novel solar glass start-up and plans to offer jobs to 100 Emgo employees.

We assisted the founders in structuring the transaction, in the negotiations and the preparation of the legal transaction documentation. As we have a vast experience in private equity transactions we were able to provide them with tailor made services in a very cost efficient way.

Such a process is always a time consuming matter. Baker Tilly Belgium used its expertise to assist the founders in a way that enabled them to focus on the core business of Ducatt and still be confident that their interests were well defended. Baker Tilly Belgium’s legal partner and legal counsels are true experts in their field, with each of them having a substantial track record of experience.

Anne Roucourt, Legal Partner led the Baker Tilly Belgium team. a.roucourt@bakertillybelgium.be www.bakertillybelgium.be"

Deal of the Year

Capricorn Cleantech Fund and LRM commit €20m in Ducatt Legal Adviser to the Purchaser/Management Team

Legal Adviser to the Equity Provider Tax Adviser Environmental Due Diligence Provider

Kerten acquires Elit Çikolata In 2011 Kerten acquired a stake in Turkish chocolate-maker Elit Çikolata, a company currently offers 400 different products and that exports them to 33 countries, with onefifth of its revenue coming from foreign sales. With this international partner, Elit will strengthen its institutional and financial infrastructure, cementing its place in the sector with investments and new products. Having a wide local and international corporate network and utmost knowhow and experience, we acted with the understanding of top level service provision for Elit Çikolata. In this transaction, 3 Seas Capital Partners, the leader

M&A focused corporate finance company in Turkey in the number of completed M&A transactions in 2008,

2009 and 2010,acted as the exclusive sell-side financial advisor of Elit Cikolata and its shareholders.

Tarık Sarlıgil, Managing Partner in 3 Seas Capital

Partners led the team. tarik.sarligil@3seas-cp.com 3 Seas Capital Partners is the partner of IMAP, which is an exclusive global organization of 40 M&A focused

leading finance companies, in 30 different countries with 50 offices.

We represented the shareholders of Elit Çikolata. This was the first time Elit Çikolata has worked with our Law Firm. The Kolcuoglu team was led by the managing partner

Dr. Umut Kolcuoglu, assisted by Mrs. Begum

Incecam, associate.

info@kolcuoglu.av.tr

Deal of the Year

Kerten Private Equity Acquisition Of a minority stake in Elit Cikolata

Legal Adviser to the Equity Provider/ Risk & Insurance Adviser / Due Diligence Provider

Kolcuoglu Demirkan Law Firm Financial Due Diligence Provider

Legal Advisers to the Vendor

Property Valuer Property Valuer

Seventy Two

Deal of the Year

Financial Advisers to the Vendor

Deals of the Year

Deal of the Year

TP Group sells Emitel to Montagu Private Equity 2011 saw Telekomunikacja Polska Group sell Emitel, the leading terrestrial TV and radio broadcast infrastructure operator in Poland, to Montagu Private Equity (“Montagu”), one of Europe’s leading private equity companies for a total sum of PLN 1.7 bn (the transaction denominated in PLN is an equivalent of approximately €425m). We are pleased have supported Montagu (a key client) in the acquisition of this unique asset in the Polish TV and telecom market. The main structuring consideration was to provide flexibility within the structure to allow for future investment in the business and successful syndication of the facilities reflects our combined success. said the Mandated Lead Arrangers

Deal of the Year

Montagu Private Equity Acquisition Of Emitel Debt Providers

Deal of the Year

Rockspring Acquisition Of 22 retail units from Eroski for €45.5 million (ES)

Rockspring Property Investment Managers LLP in 2011 acquired 22 neighborhood grocery stores and standalone units from Spanish food retailer, Eroski. Nicea Abogados was directly involved in the drafting of the documentation and the legal review of the assets. The analysis of the properties within a short period of time was a significant challenge, but the key issue was the drafting and negotiation of a long-term lease agreement, which was, by far, the most relevant document and makes the difference when it comes to S&L transactions. Nicea Abogados advised Rockspring PIM. The legal team was led by Rafael Arráez, partner of the Real Estate department. His relationship with Rockspring PIM is more than 10 years old, being the third S&L deal in which Nicea Abogados represents this client.

The main challenge was to obtain responses from the local authorities within the timeframe of the acquisition. This was overcome by close liaison between all parties in the transaction.

Ambiente represented Rockspring Property Investment Managers on the deal, reinforcing a long standing working relationship with Rockspring in Spain and the UK. The Environmental due diligence team consisted of `Allan Busse (Managing Partner) and Almudena Thomas-Vela (Associate). Gleeds conducted Technical Due Diligence on behalf of Rockspring, led and coordinated by Emilio Molinero and Jari Eno MRICS.Cushman & Wakefield represented Eroski, with Yola Camacho, Associate leading the team.

Deal of the Year

Rockspring Acquisition Of 22 retail units from Eroski Legal Adviser to the Purchaser Legal Adviser to the Vendor

Vendor Due Diligence Provider Legal Adviser to the Purchaser

Legal Advisers to the Debt Providers

Deal of the Year

China Huaneng Group buys 50% stake in InterGen

This year, State-controlled China Huaneng Group acquired a 50% stake in Massachusetts-based, Netherlands incorporated, power utility InterGen NV from India's GMR Group for $1.23 billion, according to a statement by the Indian company on Sunday. Huaneng is the second-largest power generation company in the world, with about 104 gigawatts of installed capacity in over 150 thermal power and hydropower plants throughout China and in Singapore and Australia. GMR is a major Indian conglomerate. InterGen is the largest privately held power generation company in the world, with 6,312 megawatts of equity installed capacity in 12 power plants in the Netherlands, the U.K., Mexico, the Philippines and Australia, and with development projects in the United States. Greg Miao, Head of M&A and Corporate, led the team which also included, on the corporate side partner Alan Schiffman, and associates: Adam Cheng, Zhao Zhan, Yi Duan and Simon Cowled. In the Netherlands, the Houthoff Buruma team was led by M&A partner Alexander Kaarls together with senior associates Kamla Besancon and Samir Boufadiss. a.kaarls@houthoff.com Skadden led the deal in all aspects of the transaction, including M&A, regulatory approvals in the EU, US, Mexico Australia and China, financing.

Deal of the Year

China Huaneng Acquisition Of A 50% stake in InterGen NV Legal Advisers to Huaneng Group

Legal Advisers to GMR Infrastructure

Environmental Due Diligence Provider

Property Valuer

Seventy Three

Deals of the Year

Deal of the Year

International Centre for Contracting Co acquired Drake & Scull International (DSI) PJSC in 2011 announced the successful completion of the agreement for its second acquisition in Saudi Arabia. DSI PJSC acquired 100% stake of “International Centre for Contracting Co. (ICC) ” for an enterprise value of SR128 million. The announcement follows a string of consecutive project wins in the first quarter of 2011 in Oman, Egypt and Saudi Arabia.

This deal was a cross boarder transaction, the parties of which were UAE and The Kingdom of Saudi Arabia (“KSA”) entities. The transaction comprised of a wide range of legal issues and required expertise in numerous legal fields. The deal involved D&S having its shares listed on the Dubai Financial Market and regulated by the Securities and Commodities Authority that required certain public disclosures being made in the United Arab Emirates. In addition, the change of ownership in the International Center for Contracting Co Ltd (“Target”) required obtaining certain approvals in the KSA and the following legal and practical challenges needed to be overcome, e.g. a foreign investment license needed to be applied for and obtained by the Target from the Saudi Arabian General Investment Authority. Al Tamimi & Company represented Drake & Scull

International PJSC on the deal. The team was led

by Mohamed Khodeir, Partner, Corporate

Commercial Department.

Deal of the Year

Drake & Scull International Acquisition of International Centre for Contracting Co Legal Adviser to the Purchaser

Deal of the Year

Cerberus bags EUR 1bn portfolio from METRO shareholders US private investor Cerberus Capital Management (Cerberus) has completed the acquisition of a real estate portfolio consisting of 45 METRO Cash & Carry properties in Germany from the three major shareholders of Metro, Franz Haniel & Cie, Otto Beisheim and the Schmidt-Ruthenbeck family. Ashurst advised the affiliates of Cerberus Capital Management L.P. on the deal. Ashurst advised with a team led by partner Peter Junghänel and senior associate Marc Bohne (both real estate, Frankfurt). SRZ assisted Cerberus and its affiliates in connection with US and cross-border issues, including structuring, tax planning and anti-trust. In addition, SRZ advised Cerberus and German co-counsel on legal issues related to both the sale-andleaseback transaction with Metro Cash & Carry and the related syndicated financing. SRZ is Cerberus’ longtime principal outside counsel. Robert Loper, partner in the Business Transactions group, assisted by Alan Waldenberg and Sander Ross (Tax). Orrick advised the owners of the 45 Metro Cash & Carry properties. Orrick advised with a team led by partner Norbert Impelmann (Real Estate, Berlin) and partner Oliver Duys (M&A, Düsseldorf).

Deal of the Year

Cerberus Capital Management Acquisition Of EUR 1bn real estate portfolio Financial Adviser to Cerberus

Financial Adviser to the Purchaser

This year saw, Eurazeo, Remo Ruffini, Carlyle and Brands Partners 2 reach an agreement for Eurazeo to acquire a 45% stake in Moncler, the luxury apparel group, for a price of €418m. We believe that one of the most difficult challenges was to let our client get the most accurate understanding of the investors' sentiment in the pre-marketing phase of the IPO and then agree the terms and conditions of the sale to Eurazeo. AcomeA SGR is an independent Advisory and Asset

Management house providing advice to clients in both Investment Banking and Wealth Management world. AcomeA advised Carlyle on the "dual-track" related to the sale of Moncler. Daniele Cohen,

General Manager of AcomeA, led the team. www.acomea.it

Performing management appraisal in organizations which are in an acquisition process is always sensitive, but in this case, thanks to effective internal communication, there were no major challenges we had to face. The added value we tried to provide to our client, on top of the assessment of the management team, was to give insight on organizational and corporate governance issues. Eric Salmon & Partners is the executive search company which conducted the management appraisal of the management team of Moncler. Hans Thoenes led the team, supported by his Partner, Massimo Picca.

Deal of the Year

Eurazeo Acquisition Of Moncler

Legal Adviser to the Purchaser

Management Due Dilignece to the Purchaser Strategic Due Diligence to the Purchaser

Legal Adviser to METRO shareholders

Seventy Four

Eurazeo Acquisition Of 45% of Moncler

Financial Adviser to the Purchaser Legal Advisers to Cerberus

Transaction Services Provider to the Purchaser

Deal of the Year

Financial Adviser to Carlyle

Legal Adviser to the VendorPurchaser

Deals of the Year

Deal of the Year

Crédit Agricole Private Equity sells its stake in Ocean

2011 saw Crédit Agricole Private Equity sell its minority stake in Ocean to Jacques Rivière, Chairman of the company, Edmond de Rothschild Investment Partners and PH2, a fund managed by Phillimore Conseil, within the framework of a secondary LBO. LCL Régions Développement, a fund managed by Crédit Agricole Private Equity, acquired an equity investment in Ocean in June 2007 on the occasion of the buyout of the company by Jacques Rivière and Jean-Paul Brigot. This investment had two main aims - to allow for the full withdrawal of the company's founder and to support Ocean in its expansion. Ocean, founded in 2003, has established itself as a leading name in turnkey geolocation solutions for businesses. Based in Clichy in the Paris region, the company offers its own real-time fleet management solution suited to the travelling trades.

Deal of the Year

Eneco Acquisition Of Oxxio from Centrica 2011 saw Dutch energy company Eneco and the British Centrica reach an agreement on the acquisition of Oxxio for an amount of € 72 million. This acquisition supports Eneco’s objective to expand its renewable supply portfolio that with 426,000 new customers, or 750,000 connections, now grows to 2.1 million customers. There will be no changes for Oxxio customers. Eneco's strategy focuses on the supply and generation of renewable energy and sustainable solutions. The acquisition of Oxxio enables Eneco to realize a further growth of its supply company and, as such, fits in well with its strategy.

Deal of the Year

Phones 4u acquired 2011 saw private equity firm BC Partners acquire buy mobile phone company Phones 4u from Providence Equity Partners, eyeing value in the growing smartphone market. The firms, who expected the deal to close next month, did not disclose how much BC Partners paid for the 500store Phones 4u business. Phones 4u, which supplies all major network and handset brands, posted 2010 sales of over 900 million pounds, representing growth of over 20%. tim.cook@occstrategy.com

Houthoff Buruma acted on behalf of Dutch energy company Eneco on the deal. The M&A team was led by Michiel Pannekoek (Partner) and Michiel Bruinzeel (Counsel).

Michiel Pannekoek

Deal of the Year

Jacques Rivière, Edmond de Rothschild Investment Partners and PH2, a fund managed by Phillimore Conseil Acquisition Of Ocean Adviser to OCEAN

Legal Adviser to OCEAN

Legal Due Diligence Providers for Edmond de Rothschild Investment Partners Strategic Due Diligence Providers for Edmond de Rothschild Investment Partners

Mr Michiel Bruinzeel counsel at Houthoff Buruma

Deal of the Year

Eneco Acquisition Of Oxxio from Centrica Legal Adviser to the Purchaser

Financial Due Diligence Provider Legal Adviser to the Vendor

Financial Adviser to the Vendor

Vendor Due Diligence Provider

Deal of the Year

Private equity firm BC Partners Acquisition Of Phones 4u

Legal Advisers to Management Team

Buy-side Due Diligence Provider

Financial Due Diligence Provider

Commercial Due Diligence Provider

Seventy Five

Deals of the Year

Deal of the Year

SELFRAG raises fresh capital

Advent Acquisition Of a 50% of the capital stock of TCP

Epic Acquisition Of Ukrtelecom for $1.3bn

In 2011 selFrag AG, a technology leader in the production of fragmentation systems using high voltage pulse power technology secured CHF 7.7 Million in new funding from a group of private and institutional investors lead by affentranger associates sa.

Advent International, the global private equity firm has agreed to acquire 50% of the capital stock of TCP - Terminal de Contêineres de Paranaguá S/A (TCP), Brazil’s third-largest container port terminal. The value of the transaction and other financial terms were not disclosed.

2011 saw Epic, a Vienna-based investment house, acquire a 93 per cent stake in Ukraine’s state telephone company for $1.3bn after rivals were excluded from the privatisation tender.

This brings the total funding to CHF 24.4 Million. SVC Ltd. (a wholly owned subsidiary of Credit Suisse) joins the shareholder group. selFrag AG has been spun-off from the Ammann Group in 2007 and grown to a company of 30 employees located in Kerzers/FR. selFrag AG has successfully raised CHF 7.7 Million in a third financing round to support the high growth path of its business.

We represented the company, selFrag AG, in this third round of financing. With the entry of new investors in the capital of selFrag AG, we were challenged with finding the right balance between the investment requisites of a new investor an affiliate of a bank - without compromising the rights and fully considering the interests of the investors who had been investing in the company from the early-stage and/or from previous rounds of financing. The project was managed according to a tight timeline, as required by the company. Leila Hawa, Counsel at Des Gouttes & Associés, led the legal team. leila.hawa@desgouttes.ch

Deal of the Year SELFRAG secures CHF 7.7 Million In New Funding

Legal Adviser to the Equity Provider

All of TCP’s current shareholders – Pattac Empreendimentos e Participações S/A, TUC Participações Portuárias S/A, Soifer Participações Societárias Ltda., Grup Maritim TCB, S.L. and Galigrain S.A. – will retain ownership positions in the company. BM&A has a long-standing working relationship with Advent, we recently advised Advent in its investments in CETIP S/A – Balcão Organizado de Ativos e Derivativos (the leading central depository for private fixed-income securities and over-the-counter derivatives in Latin America) and Kroton Educacional S/A (one of the largest private education companies in Brazil). BM&A advised Advent International Corporation on the deal. Paulo Cezar Aragão senior partner in charge of this client led the team, assisted by Roberto Dias Carneiro is the senior associate who

Nützi Attorneys-at-Law acted on behalf of EPIC, with Victor L. Gnehm, Partner leading the team. gnehm@nuetzi-law.ch

Guilherme Forbes, partner led the

Souza, Cescon, Barrieu & Felsch

Advogados team, acting on behalf of

the selling shareholders.

Deal of the Year

Advent International, Acquisition Of a 50% of the capital stock of TCP Financial Due Diligence Drovider to the Purchaser

Legal Adviser to the Vendor Legal Adviser to the Vendor

EBM Advogados Financial Adviser to the Vendor

Seventy Six

Many top European telecoms groups that have expressed interest in Ukrtelecom over the years – including Deutsche Telekom and Norway’s Telenor – were prohibited from taking part because they are more than 25 per cent government-owned. A second tender condition prevented bidding by telecoms groups that had more than a 25 per cent share on the Ukrainian market.

led BM&A team in this transaction.

Tax Adviser to the Purchaser

Financial Adviser to the Equity Provider

The government offer values Ukrtelecom at just $10m more than the $1.3bn starting price that was set in the privatisation tender last December.

Deal of the Year

Epic Acquisition Of Ukrtelecom for $1.3bn Debt Providers

Legal Adviser to the Purchaser

Financial Adviser to the Purchaser/Management Team Legal Adviser to the Equity Provider

Financial Adviser to the Equity Provider Tax Adviser

The Spirit of Independence